0001558370-21-016971 | 10-K | XBRL Viewer

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Document and Entity Information - USD ($) $ in Billions	12 Months Ended
Document and Entity Information - USD ($) $ in Billions	Oct. 31, 2021	Nov. 30, 2021	Apr. 30, 2021
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Oct. 31, 2021
Document Transition Report	false
Entity File Number	000-33385
Entity Registrant Name	CALAVO GROWERS, INC
Entity Incorporation, State or Country Code	CA
Entity Tax Identification Number	33-0945304
Entity Address, Address Line One	1141-A Cummings Road
Entity Address, City or Town	Santa Paula
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93060
City Area Code	805
Local Phone Number	525-1245
Title of 12(b) Security	Common Stock
Trading Symbol	CVGW
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		17,677,965
Entity Public Float			$ 1.3
Entity Central Index Key	0001133470
Current Fiscal Year End Date	--10-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Oct. 31, 2021	Oct. 31, 2020
Current assets:
Cash and cash equivalents	$ 1,885	$ 4,055
Restricted cash	970
Accounts receivable, net of allowances of $4,816 (2021) and $3,498 (2020)	78,866	63,668
Inventories	40,757	41,787
Prepaid expenses and other current assets	11,946	10,733
Advances to suppliers	6,693	5,061
Income taxes receivable	11,524	10,591
Total current assets	152,641	135,895
Property, plant, and equipment, net	118,280	130,270
Operating lease right-of-use assets	59,842	60,262
Investment in Limoneira Company	27,055	23,197
Investments in unconsolidated entities	4,346	6,065
Deferred income taxes	5,316	2,486
Goodwill	28,653	28,568
Intangibles, net	8,769	10,323
Other assets	40,500	32,558
Total assets	445,402	429,624
Current liabilities:
Payable to growers	23,033	11,346
Trade accounts payable	9,794	9,384
Accrued expenses	42,063	36,922
Borrowings pursuant to credit facilities, current		20,550
Dividend payable	20,330	20,343
Other current liabilities	11,000
Current portion of operating leases	6,817	6,443
Current portion of long-term obligations and finance leases	1,587	1,343
Total current liabilities	114,624	106,331
Long-term liabilities:
Borrowings pursuant to credit facilities, long-term	37,700
Long-term operating leases, less current portion	57,561	58,273
Long-term obligations and finance leases, less current portion	5,553	5,716
Other long-term liabilities	3,081	3,302
Total long-term liabilities	103,895	67,291
Commitments and contingencies
Shareholders' equity:
Common stock ($0.001 par value, 100,000 shares authorized; 17,686 (2021) and 17,661 (2020) shares issued and outstanding)	18	18
Additional paid-in capital	168,133	165,000
Noncontrolling interest	1,368	1,472
Retained earnings	57,364	89,512
Total shareholders' equity	226,883	256,002
Total liabilities and shareholders' equity	$ 445,402	$ 429,624

CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) shares in Thousands, $ in Thousands	Oct. 31, 2021	Oct. 31, 2020
Statement of Financial Position [Abstract]
Allowances of accounts receivable	$ 4,816	$ 3,498
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000	100,000
Common stock, shares issued	17,686	17,661
Common stock, shares outstanding	17,686	17,661

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019
Income Statement [Abstract]
Net sales	$ 1,055,830,000	$ 1,059,371,000	$ 1,195,777,000
Cost of sales	998,405,000	969,473,000	1,067,695,000
Gross profit	57,425,000	89,898,000	128,082,000
Selling, general and administrative	56,679,000	57,952,000	59,113,000
Expenses related to Mexican tax matters	1,797,000
Impairment and charges related to RFG Florida facility closure	9,162,000
Gain on sale of Temecula packinghouse	(216,000)	(216,000)	(2,077,000)
Operating income (loss)	(9,997,000)	32,162,000	71,046,000
SFFI Impairments	0	0
Interest income	335,000	1,998,000	2,675,000
Interest expense	(798,000)	(877,000)	(948,000)
Other income, net	1,016,000	553,000	499,000
Recovery (loss) on reserve for FreshRealm note receivable and impairment of investment	6,130,000	(37,322,000)
Unrealized net gain (loss) on Limoneira shares	3,858,000	(8,537,000)	(9,722,000)
Income (loss) before income taxes and loss from unconsolidated entities	544,000	(12,023,000)	63,550,000
Income tax (provision) benefit	(10,747,000)	4,292,000	(12,882,000)
Net loss from unconsolidated entities	(1,719,000)	(6,110,000)	(14,082,000)
Net income (loss)	(11,922,000)	(13,841,000)	36,586,000
Add: Net loss attributable to noncontrolling interest	104,000	216,000	60,000
Net income (loss) attributable to Calavo Growers, Inc.	$ (11,818,000)	$ (13,625,000)	$ 36,646,000
Calavo Growers, Inc.'s net income (loss) per share:
Basic	$ (0.67)	$ (0.78)	$ 2.09
Diluted	$ (0.67)	$ (0.78)	$ 2.08
Number of shares used in per share computation:
Basic	17,621	17,564	17,519
Diluted	17,621	17,564	17,593

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Income [Member]	Retained Earnings Cumulative effect adjustment	Retained Earnings	Noncontrolling Interest [Member]	Cumulative effect adjustment	Total
Beginning balance at Oct. 31, 2018	$ 18	$ 157,928	$ 12,141		$ 93,124	$ 1,748		$ 264,959
Beginning balance, shares at Oct. 31, 2018	17,567
Exercise of stock options and income tax benefit		85						85
Exercise of stock options and income tax benefit, shares	4
Stock compensation expense		3,593						3,593
Restricted stock issued, shares	24
Unrealized gains on Limoneira investment reclassed to retained earnings			$ (12,141)		12,141
Dividend declared to shareholders					(19,354)			(19,354)
Avocados de Jalisco noncontrolling interest						(60)		(60)
Net income (loss) attributable to Calavo Growers, Inc.					36,646			36,646
Ending balance at Oct. 31, 2019	$ 18	161,606			122,557	1,688		285,869
Ending balance, shares at Oct. 31, 2019	17,595
Exercise of stock options and income tax benefit		86						86
Exercise of stock options and income tax benefit, shares	2
Stock compensation expense		4,487						4,487
Payments of minimum withholding taxes on net share settlement of equity awards		(1,179)						(1,179)
Restricted stock issued, shares	64
Dividend declared to shareholders					(20,343)			(20,343)
Avocados de Jalisco noncontrolling interest						(216)		(216)
Net income (loss) attributable to Calavo Growers, Inc.					(13,625)			(13,625)
Ending balance at Oct. 31, 2020	$ 18	165,000			89,512	1,472		256,002
Ending balance, shares at Oct. 31, 2020	17,661
Retained Earnings (Accumulated Deficit)				$ 923			$ 923	89,512
Exercise of stock options and income tax benefit		47						47
Exercise of stock options and income tax benefit, shares	2
Stock compensation expense		3,950						3,950
Payments of minimum withholding taxes on net share settlement of equity awards		(864)						(864)
Restricted stock issued, shares	23
Dividend declared to shareholders					(20,330)			(20,330)
Avocados de Jalisco noncontrolling interest						(104)		(104)
Net income (loss) attributable to Calavo Growers, Inc.					(11,818)			(11,818)
Ending balance at Oct. 31, 2021	$ 18	$ 168,133			$ 57,364	$ 1,368		226,883
Ending balance, shares at Oct. 31, 2021	17,686
Retained Earnings (Accumulated Deficit)								$ 57,364

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (PARENTHETICAL) - $ / shares			12 Months Ended
	Oct. 29, 2021	Dec. 04, 2020	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019
Statement of Stockholders' Equity [Abstract]
Dividend declared per share	$ 1.15	$ 1.15	$ 1.15	$ 1.15	$ 1.10

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019
Cash Flows from Operating Activities:
Net income (loss)	$ (11,922,000)	$ (13,841,000)	$ 36,586,000
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	17,571,000	16,093,000	13,633,000
Non-cash operating lease expense	83,000	176,000
SFFI Impairments	0	0
Provision for losses on accounts receivable		22,000	35,000
Net loss from unconsolidated entities	1,719,000	6,110,000	14,082,000
Unrealized net loss (gain) on Limoneira shares	(3,858,000)	8,537,000	9,722,000
Impairment and charges related to closure of RFG Florida facility	9,748,000
Loss (recovery) on reserve for FreshRealm note receivable and impairment of investment	(6,130,000)	37,322,000
Interest income on notes to FreshRealm		(1,732,000)	(2,435,000)
Stock-based compensation expense	3,950,000	4,487,000	3,593,000
Gain on sale of Temecula packinghouse	(216,000)	(216,000)	(2,077,000)
Loss (gain) on disposal of property, plant, and equipment	(170,000)	32,000	304,000
Deferred income taxes	(2,526,000)	(1,930,000)	930,000
Effect on cash of changes in operating assets and liabilities:
Accounts receivable, net	(15,024,000)	1,859,000	2,685,000
Inventories, net	412,000	(4,206,000)	(1,845,000)
Prepaid expenses and other current assets	3,567,000	(782,000)	(2,508,000)
Advances to suppliers	(1,632,000)	3,077,000	(983,000)
Income taxes receivable/payable	(933,000)	(8,115,000)	656,000
Other assets	(7,831,000)	(1,871,000)	(4,991,000)
Payable to growers	11,687,000	(2,117,000)	(538,000)
Deferred rent			1,004,000
Trade accounts payable, accrued expenses and other liabilities	15,077,000	(14,027,000)	4,246,000
Net cash provided by operating activities	13,572,000	28,878,000	72,099,000
Cash Flows from Investing Activities:
Purchases of property, plant, and equipment	(11,438,000)	(11,343,000)	(16,721,000)
Acquisition of SFFI, net of cash acquired of $623		(18,396,000)
Investment in unconsolidated entities		(1,477,000)
Loan to Agricola Belher	(3,500,000)
Proceeds received for repayment of San Rafael note			417,000
Proceeds received from FreshRealm Separation Agreement recovery	6,000,000		1,154,000
Investment in FreshRealm			7,100,000
Proceeds received on repayment of infrastructure loan	900,000
Infrastructure advance to tomato growers	(1,326,000)	(715,000)
Notes receivables advanced to FreshRealm			(23,800,000)
Net cash used in investing activities	(9,364,000)	(31,931,000)	(31,850,000)
Cash Flows from Financing Activities:
Payment of dividend to shareholders	(20,343,000)	(19,354,000)	(17,568,000)
Proceeds from revolving credit facility	334,850,000	236,500,000	212,500,000
Payments on revolving credit facility	(317,700,000)	(215,950,000)	(227,500,000)
Payments of minimum withholding taxes on net share settlement of equity awards	(864,000)	(1,179,000)	(1,008,000)
Payments on long-term obligations and finance leases	(1,398,000)	(968,000)	(305,000)
Proceeds from stock option exercises	47,000	86,000	85,000
Net cash used in financing activities	(5,408,000)	(865,000)	(33,796,000)
Net decrease in cash, cash equivalents and restricted cash	(1,200,000)	(3,918,000)	6,453,000
Cash, cash equivalents and restricted cash, beginning of period	4,055,000	7,973,000	1,520,000
Cash, cash equivalents and restricted cash, end of period	2,855,000	4,055,000	7,973,000
Supplemental Information:
Interest	687,000	878,000	1,108,000
Income taxes	3,047,000	5,470,000	10,224,000
Noncash Investing and Financing Activities:
Right of use assets obtained in exchange for new financing lease obligations	1,430,000	529,000
Notes receivable from FreshRealm converted to investment in FreshRealm		2,761,000
Declared dividends payable	20,330,000	20,343,000	19,354,000
Acquisitions of property, plant, and equipment with capital lease			2,827,000
Capital lease related to Temecula packinghouse			3,306,000
Property, plant, and equipment included in trade accounts payable and accrued expenses	$ 312,000	568,000	2,059,000
Collection for Agricola Belher Infrastructure Advance		$ 800,000	800,000
Unrealized investment gain			$ 2,247,000

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands	12 Months Ended
	Oct. 31, 2020 USD ($)
Statement of Cash Flows [Abstract]
Cash acquired	$ 623

Description of the business

12 Months Ended

Oct. 31, 2021

Description of the business

Description of the business

1. Description of the business

Business

Calavo Growers, Inc. (Calavo, the Company, we, us or our), is a global leader in the avocado industry and a provider of value-added fresh food. Our expertise in marketing and distributing avocados, prepared avocados, and other perishable foods allows us to deliver a wide array of fresh and prepared food products to retail grocery, foodservice, club stores, mass merchandisers, food distributors and wholesalers on a worldwide basis. We procure avocados from California, Mexico and other growing regions around the world. Through our various operating facilities, we (i) sort, pack, and/or ripen avocados, tomatoes and/or Hawaiian grown papayas, (ii) create, process and package a portfolio of healthy fresh foods including fresh-cut fruit and vegetables, and prepared foods and (iii) process and package guacamole and salsa. We distribute our products both domestically and internationally and report our operations in three different business segments: Fresh products, Renaissance Food Group (RFG) and Calavo Foods.

Basis of Presentation and Significant Accounting Policies

12 Months Ended

Oct. 31, 2021

Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Significant Accounting Policies

2. Basis of Presentation and Significant Accounting Policies

The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the U.S.

Our consolidated financial statements include the accounts of Calavo Growers, Inc. and our wholly owned subsidiaries, Calavo de Mexico S.A. de C.V. (Calavo de Mexico), Calavo Growers de Mexico, S. de R.L. de C.V. ( Calavo Growers de Mexico), Maui Fresh International, Inc. (Maui), Hawaiian Sweet, Inc. (HS), Hawaiian Pride, LLC (HP), Calavo Salsa Lisa, LLC (CSL), Avocados de Jalisco, S.A.P.I. de C.V. (Avocados de Jalisco), in which we have an 83 percent ownership interest, and RFG. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Among the significant estimates affecting the financial statements are those related to valuation allowances for valuation allowances for accounts and notes receivable, goodwill, grower advances, inventories, long-lived assets, valuation of and estimated useful lives of identifiable intangible assets, stock-based compensation, promotional allowances and income taxes. On an ongoing basis, management reviews its estimates based upon currently available information. Actual results could differ materially from those estimates.

Cash and Cash Equivalents

We consider all highly liquid financial instruments purchased with an original maturity date of three months or less to be cash equivalents. The carrying amounts of cash and cash equivalents approximate their fair values.

Restricted Cash

We have $1.0 million in restricted cash in our subsidiary Calavo de Mexico. This cash is restricted due to the 2013 tax assessment that is described in footnote 7.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist primarily of non-trade receivables, infrastructure advances and prepaid expenses. Non-trade receivables were $5.3 million and $5.7 million at October 31, 2021 and 2020. Included in non-trade receivables are $1.7 million and $1.5 million related to the current portion of non-CDM Mexican IVA (i.e.

value-added) taxes at October 31, 2021 and 2020 (See Note 15). Infrastructure advances are discussed below. Prepaid expenses totaling $3.7 million and $4.2 million at October 31, 2021 and 2020, are primarily for insurance, rent and other items.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is computed on a monthly weighted-average basis, which approximates the first-in, first-out method; market is based upon estimated replacement costs. Costs included in inventory primarily include the following: fruit, picking and hauling, overhead, labor, materials and freight.

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. Leasehold improvements are stated at cost and amortized over the lesser of their estimated useful lives or the term of the lease, using the straight-line method. Useful lives are as follows: buildings and improvements - 7 to 50 years; leasehold improvements - the lesser of the term of the lease or 7 years; equipment - 7 to 25 years; information systems hardware and software – 3 to 10 years. Significant repairs and maintenance that increase the value or extend the useful life of our fixed asset are capitalized. On-going maintenance and repairs are charged to expense.

Goodwill and Acquired Intangible Assets

Goodwill, defined as unidentified asset(s) acquired in conjunction with a business acquisition, is tested for impairment on an annual basis and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment.

We can use a qualitative test, known as "Step 0," or a two-step quantitative method to determine whether impairment has occurred. In Step 0, we elect to perform an optional qualitative analysis and based on the results skip the two step analysis. Goodwill impairment testing requires significant judgment and management estimates, including, but not limited to, the determination of (i) the number of reporting units, (ii) the goodwill and other assets and liabilities to be allocated to the reporting units and (iii) the fair values of the reporting units. The estimates and assumptions described above, along with other factors such as discount rates, will significantly affect the outcome of the impairment tests and the amounts of any resulting impairment losses.

In fiscal 2021 and 2020, the Company’s estimated fair value exceeded its carrying value in Step 1 of the Company’s impairment test. The fair value of the Company’s reporting unit is determined using a combination of valuation techniques, including a discounted cash flow methodology. To corroborate the discounted cash flow analysis, a market approach is utilized using observable market data such as comparable companies in similar lines of business that are publicly traded. The Company concluded based on its Step 1 test that no goodwill impairment existed in the fiscal years ended October 31, 2021 and 2020.

Long-lived Assets

Long-lived assets, including fixed assets and intangible assets (other than goodwill), are continually monitored and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. The determination of recoverability is based on an estimate of undiscounted cash flows expected to result from the use of an asset and its eventual disposition. The estimate of undiscounted cash flows is based upon, among other things, certain assumptions about future operating performance, growth rates and other factors. Estimates of undiscounted cash flows may differ from actual cash flows due to, among other things, technological changes, economic conditions, changes to the business model or changes in operating performance. If the sum of the undiscounted cash flows (excluding interest) is less than the carrying value, an impairment loss will be recognized, measured as the amount by which the carrying value exceeds the fair value of the asset. For fiscal years 2021 and 2020, we performed our annual assessment of long-lived assets and determined that no impairment existed as of October 31, 2021 and 2020, except as it related to the Florida RFG plant as disclosed in Note 18.

Investments

We account for non-marketable investments using the equity method of accounting if the investment gives us the ability to exercise significant influence over, but not control, an investee. Significant influence generally exists when we have an ownership interest representing between 20% and 50% of the voting stock of the investee. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions.

In December 2014, Calavo formed a wholly owned subsidiary Calavo Growers De Mexico, S. de R.L. de C.V. (Calavo Sub). In July 2015, Calavo Sub entered into a Shareholder Agreement with Grupo Belo del Pacifico, S.A. de C.V., (Belo) a Mexican Company owned by Agricola Belher, and Agricola Don Memo, S.A. de C.V. (Don Memo). Don Memo, a Mexican corporation formed in July 2013, is engaged in the business of owning and improving land in Jalisco, Mexico for the growing of tomatoes and other produce and the sale and distribution of tomatoes and other produce. Belo and Calavo Sub have an equal one-half ownership interest in Don Memo. Pursuant to a management service agreement, Belo, through its officers and employees, shall have day-to-day power and authority to manage the operations. This investment contribution represent Calavo Sub’s 50% ownership in Don Memo, which is included in investment in unconsolidated entities on our balance sheet. We use the equity method to account for this investment. As of October 31, 2021 and 2020, we have an investment of $4.3 million and $6.1 million in Don Memo.

As of November 1, 2019, we had an equity investment of $5.8 million in FreshRealm, LLC (FreshRealm). During the quarter ended July 31, 2020, we concluded that there was no longer any value associated with our FreshRealm investment and therefore recognized a $2.8 million impairment charge to fully impair the investment. FreshRealm will likely require additional capital in order to continue as a going concern. We do not plan to invest or loan any additional capital to FreshRealm. We have performed a valuation analysis of the financial condition and projected operations of FreshRealm under various methods, including liquidation, exit multiple, and perpetual growth approaches, appropriately weighted for the circumstances. We record the amount of our investment in FreshRealm in “Investment in unconsolidated entities” on our Consolidated Balance Sheets and recognize losses in FreshRealm in “Income/ (loss) from unconsolidated entities” in our Consolidated Statement of Operations. See Note 16 for additional information.

Marketable Securities

Our marketable securities consist of our investment in Limoneira Company (Limoneira) stock. We currently own less than 10% of Limoneira’s outstanding common stock. These securities are considered available for sale securities based on management’s intent with respect to such securities and are carried at fair value as determined from quoted market prices.

On November 1, 2018 we adopted ASU 2016-01, Financial Instruments, Recognition and Measurement of Financial Assets and Liabilities, which requires equity investments (except those accounted for under the equity method of accounting) to be measured at fair value with changes in fair value recognized in net income. With the adoption of this new standard, we reclassed unrealized gains of $12.1 million in accumulated other comprehensive income to retained earnings as of November 1, 2018. For the year ended October 31, 2019, we sold 51,271 shares of Limoneira stock and recorded a loss of $0.1 million in our consolidated statements of operations. Limoneira’s stock price at October 31, 2021, 2020, and 2019 equaled $16.13 per share, $13.83 per share, and $18.92 per share. Our remaining shares of Limoneira stock, totaling 1,677,299, were revalued to $16.13 per share and $13.83 per share at October 31, 2021 and 2020, as a result, we recorded a gain of $3.9 million and a loss of $8.5 million for the year ended October 31, 2021 and 2020 in our consolidated statements of operations. These shares were pledged on December 1, 2021, in connection with an amendment to our line of credit agreement. See Note 6 for further information.

Advances to Suppliers

We advance funds to third-party growers primarily in Mexico for various farming needs. Typically, we obtain collateral (i.e. fruit, fixed assets, etc.) that approximates the value at risk, prior to making such advances. We continuously evaluate the ability of these growers to repay advances in order to evaluate the possible need to record an allowance. No such allowance was required at October 31, 2021 and 2020.

Pursuant to our distribution agreement, which was amended in fiscal 2011, with Agricola Belher (Belher) of Mexico, a producer of fresh vegetables, primarily tomatoes, for export to the U.S. market, Belher agreed, at their sole cost and expense, to harvest, pack, export, ship, and deliver tomatoes exclusively to our Company, primarily our Arizona facility. In exchange, we agreed to sell and distribute such tomatoes, make advances to Belher for operating purposes, provide additional advances as shipments are made during the season (subject to limitations, as defined), and return the proceeds from such tomato sales to Belher, net of our commission and aforementioned advances. These advances will be collected through settlements by the end of each year. For fiscal 2021 and 2020, we agreed to advance $4.5 million and $4.5 million for preseason advances. As of October 31, 2021 and 2020, we have total advances of $4.5 million and $4.5 million to Belher pursuant to this agreement, which is recorded in advances to suppliers.

Similar to Belher, we make advances to Don Memo for operating purposes, provide additional advances as shipments are made during the season, and return the proceeds from such tomato sales to Don Memo, net of our commission and aforementioned advances. As of October 31, 2021 and 2020, we have total advances of $4.2 million and $2.4 million to Don Memo, which is recorded in advances to suppliers, offset by tomato liabilities from the sales of tomatoes per the tomato marketing agreement.

We have entered into a distribution agreement with a new tomato grower Exportadora Silvalber (Silvalber). We made $1.0 million in advances for operating purposes, similar to Belher and Don Memo, as of October 31,2021. Advances to suppliers are offset by tomato liabilities from the sales of tomatoes per the tomato marketing agreement.

Infrastructure Advances

Pursuant to our infrastructure agreements, we make advances to be used solely for the acquisition, construction, and installation of improvements to and on certain land owned/controlled by Belher and Don Memo, as well as packing line equipment.

In October 2020, we entered into an infrastructure loan agreement with Don Memo for $2.4 million secured by Don Memo’s property and equipment. This infrastructure loan will accrues interest at 7.25%. In October 2020, we advanced $0.7 million related to this loan agreement. We advanced an additional $0.7 million, and $0.6 million in the first, and second quarters of fiscal 2021, for a total outstanding balance at October 31, 2021 of $2.0 million ($0.4 million is included in prepaids and other currents assets and $1.6 million in other assets). As of October 31, 2020, we advanced a total of $0.7 million ($0.4 million is included in prepaids and other current assets and $0.3 million in other assets).

In August 2018, we entered into an amended infrastructure loan agreement with Belher and advanced $3.0 million. This amount shall be paid back in annual installments of $0.6 million through June 2023, and accrues interest at Libor plus 10%. Loans prior to this amended agreement accrued interest at Libor plus 3.0%. In August 2020, we have agreed to amend the terms of this agreement to lower the interest rate to 7.25% and changed the repayment terms to two years ($0.9 million per year). Included in prepaids and other current assets is the final installment of $0.9 million.

As of October 31, 2021, we have loaned a total of $0.9 million (included in prepaid expenses and other current assets). As of October 31, 2020, we have loaned a total of $1.8 million ($0.9 million included in prepaid expenses and other current assets and $0.9 million included in other long-term assets). Belher may prepay, without penalty, all or any portion of the loans at any time. In order to secure their obligations pursuant to both agreements discussed above, Belher granted us a first-priority security interest in certain assets, including cash, inventory and fixed assets, as defined.

In July 2021, we made a bridge loan of $3.5 million to Belher which is due in December 2021, and which is secured by certain farmland in Mexico. The loan accrues interest at 10 percent. This bridge loan has been recorded in prepaid expenses and other current assets as of October 31, 2021.

Accrued Expenses

Included in accrued expenses are liabilities related to the receipt of goods and/or services for which an invoice has not yet been received. These totaled approximately $32.6 million and $26.4 million for the year ended October 31, 2021 and 2020.

Revenue Recognition

Effective at the beginning of our fiscal 2019, the Company adopted Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, and all the related amendments (Accounting Standards Codification (ASC) 606) using the modified retrospective method of adoption. ASC 606 consists of a comprehensive revenue recognition standard, which requires the recognition of revenue when control of promised goods are transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled.

The Company recognizes revenue when obligations under the terms of a contract with its customer are satisfied; generally, this occurs with the transfer of control of its products. Revenue is measured as the amount of net consideration expected to be received in exchange for transferring products. Revenue from product sales is governed primarily by customer pricing and related purchase orders (“contracts”) which specify shipping terms and certain aspects of the transaction price including rebates, discounts and other sales incentives. Contracts are at standalone pricing. The performance obligation in these contracts is determined by each of the individual purchase orders and the respective stated quantities, with revenue being recognized at a point in time when obligations under the terms of the agreement are satisfied. This generally occurs with the transfer of control of our products to the customer and the product is delivered. The Company's customers have an implicit and explicit right to return non-conforming products. A provision for payment discounts and product return allowances, which is estimated, is recorded as a reduction of sales in the same period that the revenue is recognized.

Sales Incentives and Other Promotional Programs

The Company routinely offers sales incentives and discounts through various regional and national programs to our customers and consumers. These programs include product discounts or allowances, product rebates, product returns, one-time or ongoing trade-promotion programs with customers and consumer coupon programs that require the Company to estimate and accrue the expected costs of such programs. The costs associated with these activities are accounted for as reductions to the transaction price of the Company’s products and are, therefore, recorded as reductions to gross sales at the time of sale. The Company bases its estimates of incentive costs on historical trend experience with similar programs, actual incentive terms per customer contractual obligations and expected levels of performance of trade promotions, utilizing customer and sales organization inputs. The Company maintains liabilities at the end of each period for the estimated incentive costs incurred but unpaid for these programs. Differences between estimated and actual incentive costs are generally not material and are recognized in earnings in the period such differences are determined. Reserves for product returns, accrued rebates and promotional accruals are included in the consolidated balance sheets as part of accrued expenses.

Principal vs. Agent Considerations

We frequently enter into consignment arrangements with avocado and tomato growers and packers located outside of the U.S. and growers of certain perishable products in the U.S. We evaluate whether its performance obligation is a promise to transfer services to the customer (as the principal) or to arrange for services to be provided by another party (as the agent) using a control model. This evaluation determined that the Company is in control of establishing the transaction price, managing all aspects of the shipments process and taking the risk of loss for delivery, collection, and returns. Based on the Company’s evaluation of the control model, it determined that all of the Company’s major businesses act as the principal rather than the agent within their revenue arrangements and such revenues are reported on a gross basis.

Customers

We sell to retail grocery, foodservice, club stores, mass merchandisers, food distributors and wholesale customers. Our top ten customers accounted for approximately 58%, 56% and 59% of our consolidated net sales in fiscal years 2021, 2020 and 2019. Sales to our largest customer, Kroger (including its affiliates), represented approximately 16%, 18%, and 21% of net sales in each of fiscal years 2021, 2020, and 2019. Additionally, Wal-Mart (including its affiliates) represented approximately 11%, 12% and 13% of net sales in fiscal years 2021, 2020 and 2019. No other single customer accounted for more than 10% of our net sales in any of the last three fiscal years.

Shipping and Handling

We include shipping and handling fees billed to customers in net sales. Amounts incurred by us for freight are included in cost of goods sold.

Promotional Allowances

We provide for promotional allowances at the time of sale, based on our historical experience. Our estimates are generally based on evaluating the historical relationship between promotional allowances and gross sales. The derived percentage is then applied to the current period’s sales revenues in order to arrive at the appropriate debit to sales allowances for the period. The offsetting credit is made to accrued expenses. When certain amounts of specific customer accounts are subsequently identified as promotional, they are written off against this allowance. Actual amounts may differ from these estimates and such differences are recognized as an adjustment to net sales in the period they are identified.

Allowance for Accounts Receivable

We provide an allowance of $4.8 million and $3.5 million for estimated uncollectible accounts receivable balances based on historical experience and the aging of the related accounts receivable as of October 31, 2021 and 2020.

Loss on Reserve for FreshRealm Note Receivable and Impairment of Investment

At the beginning of fiscal year 2020, we had a note receivable from FreshRealm totaling $34.5 million which has been fully reserved during fiscal 2020.

In July 2021, FreshRealm paid Calavo the Loan Payoff Amount per the Separation Agreements with FreshRealm (See Note 16) of $6.0 million, and we recorded the receipt as a recovery of the reserve for collectability of the FreshRealm note receivable on the statement of operations. Therefore, the Notes mentioned above, have been deemed paid in full.

Consignment Arrangements

We frequently enter into consignment arrangements with avocado and tomato growers and packers located outside of the U.S. and growers of certain perishable products in the U.S. Although we generally do not take legal title to these avocados and perishable products, we do assume responsibilities (principally assuming credit risk, inventory loss and delivery risk, and pricing risk) that are consistent with acting as a principal in the transaction. Accordingly, the accompanying financial statements include sales and cost of sales from the sale of avocados and perishable products procured under consignment arrangements. Amounts recorded for each of the fiscal years ended October 31, 2021, 2020 and 2019 in the financial statements pursuant to consignment arrangements are as follows (in thousands):


	2021		2020		2019

Sales	$	52,287	$	64,922	$	64,510
Cost of Sales		45,945		57,554		57,061
Gross Profit	$	6,342	$	7,368	$	7,449

Advertising Expense

Advertising costs are expensed when incurred and are generally included as a component of selling, general and administrative expense. Such costs were approximately $0.4 million, $0.4 million and $0.3 million for fiscal years 2021, 2020, and 2019.

Research and Development

Research and development costs are expensed as incurred and are generally included as a component of selling, general and administrative expense. Total research and development costs for fiscal year 2021 and 2020 was approximately $0.3 million and $0.7 million. Total research and development costs for fiscal years 2019 were less than $0.1 million.

Restructuring Costs

For the year ended October 31, 2021, we recorded $0.9 million of consulting expenses (included in selling, general and administrative expenses) related to an enterprise-wide strategic business operations study conducted by a third-party management consulting organization for the purpose of restructuring to improve the profitability of the organization and efficiency of its operations. We also recorded $0.6 million of management recruiting and severance costs related to this restructuring initiative. As part of the above consulting agreement, we have agreed to pay a “Success Fee” based on the improvement of financial results starting January 1, 2022. No accrual is considered necessary related to this Success Fee as of October 31, 2021.

Other Income

Included in other income is dividend income totaling $0.6 million for fiscal years 2021, 2020 and 2019. See Note 8 for related party disclosure related to other income.

Income Taxes

We account for deferred tax liabilities and assets for the future consequences of events that have been recognized in our consolidated financial statements or tax returns. Measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and tax bases of our assets and liabilities result in a deferred tax asset, we perform an evaluation of the probability of being able to realize the future benefits indicated by such asset. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

As a multinational corporation, we are subject to taxation in many jurisdictions, and the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. If we ultimately determine that the payment of these liabilities will be unnecessary, the liability will be reversed and we will recognize a tax benefit during the period in which it is determined the liability no longer applies. Conversely, we record additional tax charges in a period in which it is determined that a recorded tax liability is less than the ultimate assessment is expected to be.

The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S. or foreign taxes may be materially different from management’s estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities.

Basic and Diluted Net Income (loss) per Share

Basic earnings per share is calculated using the weighted-average number of common shares outstanding during the period without consideration of the dilutive effect of stock options and contingent consideration. Diluted earnings per

common share is calculated using the weighted-average number of common shares outstanding during the period after consideration of the dilutive effect of stock options and the effect of contingent consideration shares.

Basic and diluted net income per share is calculated as follows (U.S. dollars in thousands, except per share data):


	Year ended October 31,
	2021		2020		2019
Numerator:
Net income (loss) attributable to Calavo Growers, Inc.	$	(11,818)	$	(13,625)	$	36,646
Denominator:
Weighted average shares – Basic		17,621		17,564		17,519
Effect of dilutive securities – Restricted stock/options		—		—		74
Weighted average shares – Diluted		17,621		17,564		17,593
Net income (loss) per share attributable to Calavo Growers, Inc:
Basic	$	(0.67)	$	(0.78)	$	2.09
Diluted	$	(0.67)	$	(0.78)	$	2.08

Stock-Based Compensation

We account for awards of equity instruments issued to employees under the fair value method of accounting and recognize such amounts in our statements of operations. We measure compensation cost for all stock-based awards at fair value on the date of grant and recognize compensation expense in our consolidated statements of operations over the service period that the awards are expected to vest.

For the years ended October 31, 2021, 2020 and 2019, we recognized compensation expense of $4.0 million, $4.5 million, and $3.6 million related to stock-based compensation (See Note 12). The value of the stock-based compensation was determined from quoted market prices at the date of the grant.

Foreign Currency Translation and Remeasurement

Our foreign operations are subject to exchange rate fluctuations and foreign currency transaction costs. The functional currency of our foreign subsidiaries is the United States dollar. As a result, monetary assets and liabilities are translated into U.S. dollars at exchange rates as of the balance sheet date and non-monetary assets, liabilities and equity are translated at historical rates. Sales and expenses are translated using a weighted-average exchange rate for the period. Gains and losses resulting from those remeasurements are included in income. Gains and losses resulting from foreign currency transactions are also recognized in income. Total foreign currency translation gains for fiscal 2021, net of losses, was $0.9 million. Total foreign currency translation losses for fiscal 2020 and 2019, net of gains, were $1.0 million, and $0.3 million.

Fair Value of Financial Instruments

We believe that the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and short-term borrowings approximates fair value based on either their short-term nature or on terms currently available to the Company in financial markets. Due to current market rates, we believe that our fixed-rate long-term obligations and finance leases have nearly the same fair value and carrying value of approximately $7.1 million and $7.1 million as of October 31, 2021 and 2020.

Derivative Financial Instruments

We were not a party to any material derivative instruments during the fiscal year. It is currently our intent not to use derivative instruments for speculative or trading purposes. Additionally, we do not use any hedging or forward contracts to offset market volatility.

Recently Adopted Accounting Pronouncements

In October 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updated (ASU) 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities. This ASU provides that indirect interests held through related parties in common control arrangements should be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. This ASU was effective for us beginning the first day of our 2021 fiscal year. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements.

On November 1, 2020, the Company adopted an ASU, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This update provides guidance regarding the capitalization of implementation costs incurred in a cloud computing arrangement that is a service contract. This ASU was adopted prospectively and cloud computing implementation costs incurred on November 1, 2020 or later are included in other noncurrent assets in the consolidated balance sheet and are presented within operating cash flows. As of October 31, 2021, capitalized implementation costs included in other noncurrent assets were less than $0.1 million and there was no accumulated amortization or amortization expense recorded during the year ended October 31, 2021.

In January 2017, the FASB issued an ASU, Simplifying the Test for Goodwill Impairment, which removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. The ASU permits an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and to recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This ASU was effective for us beginning the first day of our 2021 fiscal year. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements.

On November 1, 2020, the Company adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326). This standard requires a financial asset to be presented at the net amount expected to be collected. The financial assets of the Company in scope of ASU 2016-13 were primarily accounts receivable. The Company estimates an allowance for expected credit losses on accounts receivable that result from the inability of customers to make required payments. In estimating the allowance for expected credit losses, consideration is given to the current aging of receivables, historical experience, and a review for potential bad debts. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements.

Comprehensive Income

Comprehensive income is defined as all changes in a company's net assets, except changes resulting from transactions with shareholders.

On November 1, 2018 we adopted a new accounting standard, which requires equity investments (except those accounted for under the equity method of accounting) to be measured at fair value with changes in fair value recognized in net income. With the adoption of this new standard, we reclassed unrealized gains of $12.1 million in accumulated other comprehensive income to retained earnings as of November 1, 2018. There was no comprehensive income for fiscal years 2021, 2020 and 2019.

Noncontrolling Interest

The following tables reconcile shareholders’ equity attributable to noncontrolling interest related to Avocados de Jalisco (in thousands).


	Year ended		Year ended
Avocados de Jalisco noncontrolling interest	October 31, 2021		October 31, 2020

Noncontrolling interest, beginning	$	1,472	$	1,688
Net loss attributable to noncontrolling interest of Avocados de Jalisco		(104)		(216)
Noncontrolling interest, ending	$	1,368	$	1,472

Inventories

12 Months Ended

Oct. 31, 2021

Inventories

Inventories

3. Inventories

Inventories consist of the following (in thousands):


	October 31,		October 31,
	2021		2020

Fresh fruit	$	17,648	$	14,677
Packing supplies and ingredients		13,088		12,540
Finished prepared foods		10,021		14,570
	$	40,757	$	41,787

We assess the recoverability of inventories through an ongoing review of inventory levels in relation to sales and forecasts and product marketing plans. When the inventory on hand, at the time of the review, exceeds the foreseeable demand, the value of inventory that is not expected to be sold is written down. The amount of the write-down is the excess of historical cost over estimated realizable value. Once established, these write-downs are considered permanent adjustments to the cost basis of the excess inventory.

The assessment of the recoverability of inventories and the amounts of any write-downs are based on currently available information and assumptions about future demand and market conditions. Demand for processed avocado products may fluctuate significantly over time, and actual demand and market conditions may be more or less favorable than our projections. In the event that actual demand is lower than originally projected, additional inventory write-downs may be required.

On October 18, 2021, the Company announced the closure of RFG’s food processing operations at its Green Cove Springs (near Jacksonville), Florida facility, as part of its Project Uno profit improvement program. As of November 15, the Green Cove facility of RFG has ceased operations. The Company’s Fresh avocado operations at this facility will continue in operation and are not affected. RFG will continue to serve customers of this location from its other food processing locations, primarily in Georgia. We wrote down inventory related to this closure of $0.6 million as of October 31, 2021. See Note 18 for further information.

Property, Plant, and Equipment

12 Months Ended

Oct. 31, 2021

Property, Plant, and Equipment

Property, Plant, and Equipment

4. Property, Plant, and Equipment

Property, plant, and equipment consist of the following (in thousands):


	October 31,
	2021		2020

Land	$	11,008	$	11,008
Buildings and improvements		46,133		44,984
Leasehold improvements		25,114		33,047
Equipment		115,942		108,505
Information systems - hardware and software		11,598		11,385
Construction in progress		5,802		5,244
		215,597		214,173
Less accumulated depreciation and amortization		(97,317)		(83,903)
	$	118,280	$	130,270

Depreciation expense was $14.5 million, $13.9 million and $13.0 million for fiscal years 2021, 2020, and 2019. Included in property, plant, and equipment is finance leases. Amortization of finance leases was $1.8 million and $1.0 million for fiscal years 2021 and 2020.

In February 2016, the FASB issued ASU 2016-02, Leases, and has subsequently issued several supplemental and/or clarifying ASU's (collectively, "Topic 842"), which requires a dual approach for lease accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases result in the lessee recognizing a right of use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize lease expense on a straight-line basis. See Note 17.

Other Assets

12 Months Ended

Oct. 31, 2021

Other Assets

Other Assets

5. Other Assets and Intangibles

Other assets consist of the following (in thousands):


	October 31,		October 31,
	2021		2020
Mexican IVA (i.e. value-added) taxes receivable (see note 15)	$	37,493	$	30,126
Infrastructure advances to Agricola Belher and Agricola Don Memo		1,641		1,215
Other		1,366		1,217
	$	40,500	$	32,558

The intangible assets consist of the following (in thousands):


		October 31, 2021						October 31, 2020
	Weighted-	Gross				Net		Gross				Net
	Average	Carrying		Accum.		Book		Carrying		Accum.		Book
	Useful Life	Value		Amortization		Value		Value		Amortization		Value
Customer list/relationships	7 years	$	17,340	$	(9,989)	$	7,351	$	17,340	$	(8,613)	$	8,727
Trade names	11 years		4,060		(2,980)		1,080		4,060		(2,852)		1,208
Trade secrets/recipes	9 years		630		(567)		63		630		(517)		113
Brand name intangibles	indefinite		275		—		275		275		—		275
Intangibles, net		$	22,305	$	(13,536)	$	8,769	$	22,305	$	(11,982)	$	10,323

We recorded amortization expense of approximately $1.6 million, $1.1 million, and $0.7 million for fiscal years 2021, 2020, and 2019. We anticipate recording amortization expense of approximately $1.6 million for fiscal year 2022, $1.5 million for each fiscal years 2023 through 2024 and $4.1 million thereafter.

Revolving Credit Facilities

12 Months Ended

Oct. 31, 2021

Revolving Credit Facilities

Revolving Credit Facilities

6. Revolving Credit Facilities

We have a revolving credit facility with Bank of America, N.A. (Bank of America) as administrative agent and Merrill Lynch, Pierce, Fenner & Smith Inc. as joint lead arranger and sole bookrunner, and Farm Credit West (FCW), as joint lead arranger.

On January 29, 2021, we entered into the Third Amendment to Credit Agreement (the “Third Amendment”) with Farm Credit West, PCA and Bank of America, N.A. relating to our Credit Agreement dated as of June 14, 2016, First Amendment to Credit Agreement dated as of August 29, 2016, and Second Amendment to Credit Agreement dated as of February 28, 2019 (collectively, the “Credit Facility”). This Third Amendment, among other things, provides for a five-year extension of the maturity date to January 29, 2026, a $20 million increase in the revolving commitment to $100 million (from $80 million) (for a total facility size of $150 million if the $50 million accordion is exercised, up from a total size of $130 million), and a 25 basis point increase in the interest rate. The new interest rate schedules are effective mid-June 2021. The weighted-average interest rate under the Credit Facility was 2.2% and 1.9% at October 31, 2021 and 2020, respectively. Under the Credit Facility, we had $37.7 million and $20.6 million outstanding as of October 31, 2021 and 2020, and had standby letters-of-credit of $2.5 million as of October 31, 2021. In accordance with the extended due date, the outstanding balance of the Credit Facility has been classified as long-term in the accompanying balance sheet as of October 31, 2021.

Borrowings under the Credit Facility will be at the Company’s discretion either at a Eurodollar Rate (LIBOR) loan plus applicable margin or a base rate loan plus applicable margin. The applicable margin will be based on the Company’s Consolidated Leverage Ratio and can range from 1.00% to 1.50% for LIBOR loans and 0.00% to 0.50% for Base Rate Loans. The Credit Facility also includes a commitment fee on the unused commitment amount at a rate per annum of 0.15%.

The Credit Facility contains customary affirmative and negative covenants for agreements of this type, including the following financial covenants applicable to the Company and its subsidiaries on a consolidated basis: (a) a quarterly consolidated leverage ratio of not more than 2.50 to 1.00 and (b) a quarterly consolidated fixed charge coverage ratio of not less than 1.15 to 1.00.

The Credit Facility also contains customary events of default. If any event of default occurs and is continuing, Bank of America may take the following actions: (a) declare the commitment of each lender to make loans and any obligation of the Issuer to make credit extensions to be terminated; (b) declare the unpaid principal amount of all outstanding loans, all interest, and all other amounts to be immediately due and payable; (c) require that Calavo cash collateralize the obligations; and (d) exercise on behalf of itself, the lenders and the Issuer all rights and remedies available to it.

As of October 31, 2021, the Company was out of compliance with the Fixed Charge Coverage Ratio (“FCCR”) for the quarter ended as of that date, and expected to be out of compliance with this requirement for the first half of fiscal 2022. In response to this event of default, the Company and Bank of America have entered into the Fourth Amendment,

Limited Waiver and Limited Consent to Credit Agreement (the “Amendment”) on December 1, 2021. The principal terms of the Amendment are as follows:

●

The interest rate was increased by 0.50%.

●

The FCCR will not be tested for the quarters ended October 31, 2021, January 31, 2022 and April 30, 2022. Testing will resume for the quarter ended July 31, 2022.

●

The quarterly FCCR will be replaced by a cumulative monthly minimum Consolidated EBITDA requirement, with the first measurement to occur as of January 31, 2022 for the three months then ended, and continuing monthly thereafter through June 2022.

●

Consolidated financial statements must be submitted monthly for the month and year-to-date period, beginning with the financial statements for the month of November 2021 and continuing through June 2022.

●

The Company will pledge the 1,677,000 shares it holds of Limoneira stock as collateral (which collateral is in addition to the general business assets of the Company that already secure the credit facility). The pledge will be lifted upon such time as the Company has certified compliance with a 1.15 to 1.0 minimum FCCR for two consecutive fiscal quarters.

●

Calavo de Mexico will be added as a guarantor of the line of credit.

The above terms and conditions will remain in effect until such time as the Company has certified compliance with a 1.15 to 1.0 minimum FCCR for two consecutive fiscal quarters. In addition, pursuant to the Amendment, Bank of America and the Lenders consented to the Borrower’s intercompany transfer of up to $25 million to Calavo de Mexico (CDM), for the purpose of providing CDM the alternative to offer cash security as collateral in favor of the Mexican Federal Tax Administration Service (the “Mexican SAT”) for its tax obligations imposed by the Mexican SAT with respect to an assessment for the year ending December 31, 2013 (“2013 Tax Assessment”, See Note 7). This cash security would be intended as a substitute for the liens the Mexican SAT placed on the fixed assets of CDM as described in Note 7. The Amendment further provides that any payments in settlement of the 2013 Tax Assessment of up to $25 million may be excluded as cash tax payments in the calculation of the quarterly FCCR. Such advance may be made only once the January 2022 financial statements of the Company are delivered to Bank of America and the Company is otherwise in compliance with the terms of the credit agreement.

Bank of America has waived the default as of October 31, 2021, and therefore we are in compliance with all financial covenants. We expect to remain in compliance at minimum through December 2022.

The Company and Bank of America have also entered into a fifth Amendment to our credit facilty, through which the LIBOR reference interest rate will be replaced by the BSBY Bloomberg rate

Commitments and Contingencies

12 Months Ended

Oct. 31, 2021

Commitments and Contingencies.

Commitments and Contingencies

7. Commitments and Contingencies

Commitments and guarantees

We lease facilities and certain equipment under non-cancelable leases expiring at various dates through 2031. We are committed to make minimum cash payments under these agreements as of October 31, 2021. See Note 17 for the adoption of the new lease accounting standard.

In April 2019, we sold our Temecula, California packinghouse for $7.1 million in cash and, concurrently, leased back a portion of the facility representing approximately one-third of the total square footage. In connection with the capital lease we capitalized $3.2 million as a capital lease in property, plant and equipment and recorded a lease liability of $3.2 million ($0.1 million in current portion and $3.1 million in long term debt).

During our third quarter of fiscal year 2019, we entered into a 10-year building and equipment lease for fresh food facility in Conley, GA. This facility is primarily intended to process fresh-cut fruit & vegetables and prepared foods products for our RFG business segment. Annual rent for the building and equipment approximates $0.9 million and $0.6 million, respectively, over the life of the lease. The lease for the equipment is considered to be a capital lease, therefore, we calculated the present value of the minimum lease payments related to the equipment and capitalized $2.8 million as a capital lease in property, plant and equipment and recorded $2.8 million as a lease obligation.

On October 18, 2021, the Company determined as part of Project Uno, a previously announced profit improvement program, that the Company will discontinue its Renaissance Food Group’s food processing operations at its Green Cove Springs (near Jacksonville), Florida facility by mid to late November 2021. The Company’s Fresh (avocado) operations at the facility will continue and are not affected. The closure, which occurred on November 15^,2021, resulted in a reduction of 140 employees. The Company, through its Renaissance Food Group, will continue to serve its customers from its other food processing locations and is committed to providing a smooth transition for customers and employees. See Note 18 for further information.

We indemnify our directors and have the power to indemnify each of our officers, employees and other agents, to the maximum extent permitted by applicable law. No amounts have been accrued in the accompanying financial statements related to these indemnifications.

Litigation

From time to time, we are also involved in litigation arising in the ordinary course of our business that we do not believe will have a material adverse impact on our financial statements.

Mexico tax audits

We conduct business both domestically and internationally and, as a result, one or more of our subsidiaries files income tax returns in U.S. federal, U.S. state and certain foreign jurisdictions. Accordingly, in the normal course of business, we are subject to examination by taxing authorities, primarily in Mexico and the United States.

2011 Assessment

During our third quarter of fiscal 2016, our wholly-owned subsidiary, Calavo de Mexico (CDM), received a written communication from the Ministry of Finance and Administration of the government of the State of Michoacan, Mexico (MFM) containing preliminary observations related to a fiscal 2011 tax audit of such subsidiary. MFM’s preliminary observations outline certain proposed adjustments primarily related to intercompany funding, deductions for services from certain vendors/suppliers and Value Added Tax (IVA). During the period from our fourth fiscal quarter of 2016 through our first fiscal quarter of 2019, we attempted to resolve our case through an alternative dispute resolution mechanism called "conclusive agreement" submitted before PRODECON (Mexican Tax Ombudsman) with the MFM through working meetings attended by representatives of the MFM, CDM and PRODECON (Local Tax Ombudsman). However, we were unable to materially resolve our case with the MFM through the PRODECON process.

As a result, in April 2019, the MFM issued a final tax assessment to CDM (the “2011 Assessment”) totaling approximately $2.2 billion Mexican pesos (approx. $108.2 million USD at October 31, 2021) related to Income Tax, Flat Rate Business Tax and value added tax, corresponding to the fiscal year 2011 tax audit. We filed an Administrative Appeal challenging the MFM’s 2011 Assessment on June 12, 2019. The filing of an administrative appeal in Mexico is a process in which the taxpayer appeals to a different office within the Mexican tax authorities, forcing the legal office within the MFM to rule on the matter. This process preserves the taxpayer’s right to litigate in tax court if the Administrative Appeal process ends without a favorable or just resolution.

In February 2021, the legal division of the MFM issued a resolution in which the 2011 Assessment was revoked. As a result, the legal division ordered the MFM to issue a new tax assessment, taking into consideration arguments made by the Company in its filing of the administrative appeal.

On June 16, 2021, Calavo reached a settlement agreement with the MFM regarding the 2011 Assessment. Under the terms of the settlement, Calavo agreed to pay approximately $47.8 million Mexican pesos (approximately $2.4 million USD) as a full and final settlement of all taxes, fines and penalties asserted by the MFM. The settlement included $1.5 million USD of income taxes and $0.9 million USD of value added taxes, with both amounts including penalties and interest and inflationary adjustments, which have been recorded in the accompanying financial statements as a discrete

item in Income Tax Provision, and in Expenses related to Mexican tax matters, respectively. An additional $0.3 million USD of related professional fees have also been recorded as expenses related to the Mexican tax matters.

2013 Assessment

In January 2017, we received preliminary observations from Servicio de Administracion Tributaria in Mexico (the “SAT”) related to an audit for fiscal year 2013 outlining certain proposed adjustments primarily related to intercompany funding, deductions for services from certain vendors/suppliers and IVA. We provided a written rebuttal to these preliminary observations during our second fiscal quarter of 2017. During the period from our third fiscal quarter of 2017 through our third fiscal quarter of 2018, we attempted to resolve our case with the SAT through the conclusive agreement submitted before PRODECON, having several working meetings attended by representatives of the SAT, CDM and the PRODECON. However, we were unable to materially resolve our case with the SAT through the PRODECON process.

As a result, in July 2018, the SAT’s local office in Uruapan issued to CDM a final tax assessment (the “2013 Assessment”) totaling approximately $2.6 billion Mexican pesos (which includes annual adjustments for inflation, and equals approximately $127.9 million USD at October 31, 2021) related to Income Tax, Flat Rate Business Tax, and value added tax, related to this fiscal 2013 tax audit. This amount has been adjusted for inflation as of October 31, 2021 to the amount of $3 billion Mexican pesos (approx. $147.6 million USD). Additionally, the tax authorities have determined that we owe our employee’s profit-sharing liability, totaling approximately $118 million Mexican pesos (approx. $5.8 million USD at October 31, 2021).

We have consulted with both an internationally recognized tax advisor as well as a global law firm with offices throughout Mexico, and we continue to believe that this tax assessment is without merit. In August 2018, we filed an Administrative Appeal on the 2013 Assessment, appealing our case to the SAT’s central legal department in Michoacan. Furthermore, in August 2018, we received a favorable ruling from the SAT’s central legal department in Michoacan on another tax matter (see Note 15 regarding IVA refunds) indicating that they believe that our legal interpretation is accurate on a matter that is also central to the 2013 Assessment. We believe this recent ruling significantly undermines the 2013 Assessment.

On June 25, 2021, we became aware that the Administrative Appeal had been resolved by the SAT against CDM on March 12, 2021, and that we had allegedly failed to timely respond to and challenge the SAT’s notification of such resolution, therefore rendering the 2013 Assessment as definitive. Based on legal counsel from our tax advisory firm, we and our tax advisory firm have concluded that the March notification was not legally communicated. In addition, the SAT has placed liens on the fixed assets of CDM, with a net book value of approximately $26 million USD, and on bank accounts of CDM totaling approximately $1 million USD in order to guaranty the 2013 Assessment. For reasons explained below, we do not believe that these liens pose a risk to the ongoing business operations of CDM.

We strongly disagree with above actions taken and conclusions reached by the SAT, and have since taken the following measures in vigorous defense of our position:

●

Retained a global law firm with offices throughout Mexico to provide legal representation before the SAT, as well as retained the legal division of an internationally recognized tax advisor, to provide legal representation before the Federal Tax Court.

●

On August 17, we filed a writ with the SAT requesting a substitution of a financial bond for the above-mentioned liens.

●

On August 18, we filed an Administrative Reconsideration (the Reconsideration) before the Central Legal Department of the SAT located in Mexico City, asserting that the resolution in March of the Administrative Appeal was wrongly concluded, in particular with respect to the following matters:

o

Failure to recognize CDM as a “maquiladora”

o

Considering the Company to have a permanent establishment in Mexico,

o

Including fruit purchase deposits transferred by the Company to CDM as taxable,

o

Application of 16% IVA tax to fruit purchase deposits

o

Imposing double-taxation on the fruit purchase transactions

●

On August 27, we filed a formal complaint, or queja, (the Complaint) before the PRODECON to request their assistance with having the SAT act upon the Reconsideration. This complaint was later withdrawn in September, but may still be reinstated if deemed appropriate in the future. It should be noted that although the SAT is not obligated to act upon the Reconsideration, however, we believe that having the option of re-filing the PRODECON Complaint makes it likely that the SAT will respond to the Administrative Reconsideration and be open to settlement discussions.

●

On August 20, we filed an Annulment Suit (the Suit) with the Federal Tax Court, which among other things, strongly contends that the notifications made by the SAT to CDM and its designated advisors of the resolution of the Administrative Appeal in March were not legally communicated. In addition, the Suit asserts the same matters central to the Reconsideration, as described above, as wrongly concluded in the resolution of the Administrative Appeal.

●

On September 22, we had an initial in-person meeting with the SAT in Mexico City to formally present and discuss the Reconsideration. The SAT agreed to review our Reconsideration in more detail. We are awaiting the SAT’s response to setup a follow up meeting to further discuss the Reconsideration.

While the submission of the Suit is still under review by the Tax Court, we believe that the Suit will ultimately be accepted by the Tax Court, which will render the 2013 Assessment as non-definitive, and which will allow CDM to petition the Tax Court for a halt to any collection procedures by the SAT and a substitution of a bond for any liens placed on CDM assets.

While we continue to believe that the 2013 Assessment is completely without merit, and that we will prevail on the Suit in the Tax Court, we also believe it is in the best interest of CDM and the Company to settle the 2013 Assessment as quickly as possible. Furthermore, we believe that the above actions taken by CDM will encourage the SAT agree to reach a settlement. In accordance with our cumulative probability analysis, based on factors such as recent settlements made by the SAT in other cases, the 2011 Assessment settlement reached by CDM with the MFM, and the value of CDM assets, we have recorded a provision of $11 million USD in the accompanying financial statements as a discrete item in Income Tax Provision. The provision includes estimated penalties, interest and inflationary adjustments. We incurred $0.6 million USD of related professional fees, which have been recorded in Expenses related to Mexican Tax matters.

Related party transactions

12 Months Ended

Oct. 31, 2021

Related party transactions

Related party transactions

8. Related-Party Transactions

Certain members of our Board of Directors market California avocados through Calavo pursuant to marketing agreements substantially similar to the marketing agreements that we enter into with other growers. During the years ended October 31, 2021, 2020, and 2019, the aggregate amount of avocados procured from entities owned or controlled by members of our Board of Directors was $17.8 million, $18.0 million and $11.9 million. We did not have any amounts due to Board members as of October 31, 2021 and 2020.

During fiscal years 2021, 2020, and 2019, we received $0.5 million, $0.5 million and $0.5 million as dividend income from Limoneira. In addition, we lease office space from Limoneira for our corporate office. Rent to Limoneira amounted to approximately $0.3 million for fiscal years 2021, 2020, and 2019. Harold Edwards, who is a member of our Board of Directors, is the Chief Executive Officer of Limoneira Company. We have less than 10% ownership interest in Limoneira.

In December 2014, Calavo formed a wholly owned subsidiary Calavo Growers De Mexico, S. de R.L. de C.V. (Calavo Sub). In July 2015, Calavo Sub entered into a Shareholder Agreement with Grupo Belo del Pacifico, S.A. de C.V., (Belo) a Mexican Company owned by Agricola Belher, and formed Agricola Don Memo, S.A. de C.V. Belo and Calavo Sub have an equal one-half ownership interest in Don Memo in exchange for $2 million each. Pursuant to a management service agreement, Belo, through its officers and employees, has day-to-day power and authority to manage the operations. Therefore, Don Memo is accounted for on the equity method as an unconsolidated entity. Belo is entitled to a management fee, as defined, which is payable annually in July of each year. Additionally, Calavo Sub is entitled to commission, for the sale of produce in the Mexican National Market, U.S., Canada, and any other overseas market.

As of October 31, 2021, 2020 and 2019, we have an investment of $4.3 million, $6.1 million and $4.9 million, representing Calavo Sub’s 50% ownership in Don Memo, which is included as an investment in unconsolidated entities on our balance sheet. We make advances to Don Memo for operating purposes, provide additional advances as shipments are made during the season, and return the proceeds from tomato sales under our marketing program to Don Memo, net of our commission, other direct expenses, and aforementioned advances. In October 2020, we entered into an infrastructure loan agreement with Don Memo for $2.4 million secured by Don Memo’s property and equipment. This infrastructure loan will accrue interest at 7.25%. In October 2020, we advanced $0.7 million related to this loan agreement. We advanced an additional $0.7 million, and $0.6 million in the first, and second quarters of fiscal 2021, for a total outstanding balance at October 31, 2021 of $2.0 million ($0.4 million is included in prepaids and other currents assets and $1.6 million in other assets). As of October 31, 2020, we have advanced a total of $0.7 million ($0.4 million is included in prepaids and other current assets and $0.3 million in other assets).

As of October 31, 2021, 2020 and 2019, we had outstanding advances of $4.2 million, $2.4 million and $3.7 million to Don Memo. As of October 31, 2021, 2020 and 2019, we had a tomato liability of $3.0 million, $1.8 million and $0.9 million to Don Memo. During the year ended October 31, 2021, 2020 and 2019 we purchased $14.7 million, $15.8 million and $14.1 million of tomatoes from Don Memo pursuant to our consignment agreement.

We had grower advances due from Belher of $4.5 million, $4.5 million and $4.5 million as of October 31, 2021, 2020 and 2019. In August 2018, we entered into an amended infrastructure agreement with Belher and advanced $3.0 million. This amount was to be paid back annually at $0.6 million through June 2023, and accrue interest of LIBOR plus 10%. In August 2020, we have amended this agreement to lower the interest rate to 7.25% and change the repayment terms to two years ($0.9 million per year). We had infrastructure advances due from Belher of $0.9 million, $1.8 million and $2.6 million as of October 31, 2021, 2020 and 2019. Of these infrastructure advances $0.9 million was recorded as receivable in prepaid and other current assets as of October 31, 2021. During the year ended October 31, 2021, 2020 and 2019, we purchased $16.3 million, $26.9 million, and $19.5 million of tomatoes from Belher pursuant to our consignment agreement.

In August 2015, we entered into Shareholder’s Agreement with various partners which created Avocados de Jalisco, S.A.P.I. de C.V. Avocados de Jalisco is a Mexican corporation created to engage in procuring, packing and selling avocados. This entity is approximately 83% owned by Calavo and is consolidated in our financial statements. Avocados de Jalisco built a packinghouse located in Jalisco, Mexico and such packinghouse began operations in June of 2017. As of October 31, 2021 and 2020, we have made an insignificant amount of preseason advances to various partners of Avocados de Jalisco. During the year ended October 31, 2021, 2020 and 2019, we purchased approximately $13.0 million, $8.3 million and $2.5 million of avocados from the partners of Avocados de Jalisco.

FreshRealm is a start-up company, engaged in activities relating to the marketing of food products directly to consumers or other entities. On February 3, 2021, Calavo and FreshRealm entered into a Limited Liability Company Member Separation and Release Agreement (the Separation Agreement). Prior to the Separation Agreement, we had an equity investment in FreshRealm representing approximately 37% ownership of FreshRealm. We recorded an impairment of 100% of this equity investment, or $2.8 million, in the third quarter of fiscal 2020. We had a note receivable and trade receivables of approximately $34.5 million at October 31, 2020 (which includes accrued interest) from FreshRealm. We recorded a reserve of $34.5 million on this balance in the third quarter of fiscal 2020.

Pursuant to the Separation Agreement among other terms: (i) Calavo terminated its limited liability company interest and equity ownership in FreshRealm; (ii) Calavo and FreshRealm simultaneously entered into an Amended and Restated Senior Secured Loan Agreement and Promissory Note (the “Amended Note”), which amended and restated the Prior Note; (iii) FreshRealm issued an additional Secured Promissory Note to Calavo in the amount of approximately $5 million that is subordinated to the Amended Note (the “Second Note”, together with the Amended Note, the “Notes”); (iv) in the event FreshRealm pays Calavo the sum of $6 million (the “Loan Payoff Amount”) by March 31, 2022 (the

“Loan Payoff Period”), the Notes shall be deemed paid in full; (v) the parties agreed to a mutual release of any claims; and (vi) the parties agreed to indemnify each other from any subsequent third party claims.

Income Taxes

12 Months Ended

Oct. 31, 2021

Income Taxes

Income Taxes

9. Income Taxes

On March 27, 2020, the President of the United States signed and enacted into law the Coronavirus Aid, Relief and Economic Security (CARES) Act. The CARES Act is a relief package intended to assist many aspects of the Country’s economy of which certain components of the Act impacted the Company's 2020 income tax provision. We recorded approximately $1.3 million of tax benefit as a result of the provision allowing taxpayers to carry back net operating losses to offset taxable income on previously filed tax returns.

The Company determined that certain foreign earnings to be indefinitely reinvested outside the United States. Our intent is to permanently reinvest these funds outside of the United States and our current plans do not demonstrate a need to repatriate the cash to fund our U.S. operations. However, if these funds were repatriated, we would be required to accrue and pay applicable United States taxes (if any) and withholding taxes payable to foreign tax authorities.

The income tax provision (benefit) consists of the following for the years ended October 31, (in thousands):


	2021		2020		2019

Current:
Federal	$	(3,449)	$	(5,684)	$	9,146
State		323		(214)		2,516
Foreign		16,703		645		290
Total current		13,577		(5,253)		11,952

Deferred:
Federal		790		576		516
State		(343)		(505)		209
Foreign		(3,934)		260		205
Total deferred		(3,487)		331		930
Change in valuation allowance		657		630		—
Total income tax provision (benefit)	$	10,747	$	(4,292)	$	12,882

At October 31, 2021 and 2020, gross deferred tax assets totaled approximately $29.3 million and $31.5 million, while gross deferred tax liabilities totaled approximately $22.7 million and $28.4 million. Deferred income taxes reflect the net of temporary differences between the carrying amount of assets and liabilities for financial reporting and income tax purposes.

Significant components of our deferred taxes assets (liabilities) as of October 31, are as follows (in thousands):


	2021		2020

Property, plant, and equipment		(4,764)		(11,552)
Intangible assets		5,051		6,861
Unrealized gain, Limoneira investment		(1,138)		(116)
Investment in FreshRealm		—		1,096
Stock-based compensation		511		812
State taxes		(498)		(592)
Credits and incentives		1,808		1,345
Allowance for accounts receivable		1,259		1,165
Inventories		507		864
Accrued liabilities		2,067		2,119
Operating lease - Right of use assets		(15,839)		(15,732)
Operating lease liabilities		17,040		16,895
Net operating loss		1,093		369
Valuation allowance		(1,291)		(631)
Other		(490)		(417)
Long-term deferred income taxes	$	5,316	$	2,486

As of October 31, 2021 and 2020, the Company has gross state net operating loss carryforwards of approximately $19.0 million and $7.2 million with carryforward periods primarily ranging from 20 years to indefinite. As of October 31, 2021, the Company has an estimated gross federal net operating loss of $6.7 million that is expected to be carried back to one of the five preceding tax years. Any unused losses may be carried forward indefinitely and do not expire. The Company incurred a net operating loss of $11.8 million for the fiscal year 2020 which was carried back to its fiscal 2015 tax period and fully utilized.

The Company records a valuation allowance against deferred tax assets when determined that all or a portion of the deferred tax assets are not more likely than not to be realized based on all available evidence. As of October 31, 2021, the Company recorded an approximate $1.2 million valuation allowance against the deferred tax assets for state tax credit carryforwards that are more likely than not to expire unutilized between 2022 and 2028.

A reconciliation of the significant differences between the federal statutory income tax rate and the effective income tax rate on pretax income (loss) for the years ended October 31, is as follows:


	2021		2020		2019

Federal statutory tax rate	21.0	%	21.0	%	21.0	%
State taxes, net of federal effects	11.6		4.4		3.7
Rate differential on NOL carryback	125.8		6.2		—
Foreign income tax rate differential	16.1		(2.3)		0.4
Mexican tax assessments	(1,059.9)		—		—
Stock based compensation	(16.7)		—		—
Provision to return	39.2		(2.5)		0.7
State rate change	9.2		(0.1)		(0.2)
Valuation allowance	(44.1)		(2.7)		—
Other	(15.5)		(0.3)		0.4
	(913.3)	%	23.7	%	26.0	%

For fiscal years 2021, 2020 and 2019, income (loss) before income taxes (benefit) related to domestic operations was approximately $(5.0) million, $(18.9) million, and $47.9 million. For fiscal years 2021, 2020 and 2019, income before income taxes (benefit) related to foreign operations was approximately $3.8 million, $0.8 million and $1.6 million. The Company’s distortive effective tax rate for fiscal year 2021 differs from that of prior fiscal periods

primarily due to impacts of one-time tax events including the 2011 and 2013 Mexico Assessments, tax rate arbitrage on carryback claims under the CARES Act, and near break-even pre-tax operations relative to prior fiscal periods.

As of October 31, 2021, and 2020, we had a liability of $11.3 million and $0.1 million for unrecognized tax expenses related primarily to the probable outcomes of the 2013 Mexico Assessment. See Note 7 for further information.

A reconciliation of the beginning and ending amount of gross unrecognized taxes (exclusive of interest and penalties) was as follows (in thousands):


	Year Ended October 31,
	2021		2020
Beginning balance	$	72	$	72
Gross increase - Tax positions in prior periods		131		—
Gross increase - Tax positions in current period		11,100		—
Ending balance	$	11,303	$	72

Although it is reasonably possible that certain unrecognized taxes may increase or decrease within the next twelve months due to tax examination changes, settlement activities, expirations of statute of limitations, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to unrecognized taxes over the next 12 months. See Note 7 for additional details.

We are subject to U.S. federal income tax as well as income of multiple state tax and foreign tax jurisdictions. We are no longer subject to U.S. income tax examinations for the fiscal years prior to October 31, 2018, and are no longer subject to state income tax examinations for fiscal years prior to October 31, 2017.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Segment Information

12 Months Ended

Oct. 31, 2021

Segment Information

Segment Information

10. Segment Information

As discussed in Note 1, we report our operations in three different business segments: (1) Fresh products, (2) Calavo Foods, and (3) RFG. These three business segments are presented based on how information is used by our Chief Executive Officer to measure performance and allocate resources. The Fresh products segment includes all operations that involve the distribution of avocados and other fresh produce products. The Calavo Foods segment represents all operations related to the purchase, manufacturing, and distribution of prepared avocado products, including guacamole, and salsa. The RFG segment represents operations related to the manufacturing and distribution of fresh-cut fruit, fresh-cut vegetables and prepared foods. Selling, general and administrative expenses, as well as other non-operating income/expense items, are evaluated by our Chief Executive Officer in the aggregate. We do not allocate assets, or specifically identify them to, our operating segments.

The following table sets forth sales by product category and sales allowances, by segment (in thousands)


	Fresh				Calavo		Interco.
	products		RFG		Foods		Elimins.		Total

	(All amounts are presented in thousands)
Year ended October 31, 2021
Net sales	$	588,527	$	396,472	$	77,566	$	(6,735)	$	1,055,830
Cost of sales		540,740		399,974		64,426		(6,735)		998,405
Gross profit (loss)	$	47,787	$	(3,502)	$	13,140	$	—	$	57,425

Year ended October 31, 2020
Net sales	$	585,052	$	404,723	$	75,220	$	(5,624)	$	1,059,371
Cost of sales		537,489		383,331		54,277		(5,624)		969,473
Gross profit	$	47,563	$	21,392	$	20,943	$	—	$	89,898

Year ended October 31, 2019
Net sales	$	621,183	$	486,063	$	94,734	$	(6,203)	$	1,195,777
Cost of sales		534,600		465,563		73,735		(6,203)		1,067,695
Gross profit	$	86,583	$	20,500	$	20,999	$	—	$	128,082

For fiscal year 2021, 2020 and 2019, inter-segment sales and cost of sales of $2.5 million, $1.7 million and $1.8 million between Fresh products and RFG were eliminated. For fiscal year 2021, 2020 and 2019, inter-segment sales and cost of sales of $4.2 million, $4.0 million and $4.0 million between Calavo Foods and RFG were eliminated.

The following table sets forth sales by product category, by segment (in thousands):


	Year Ended October 31, 2021								Year Ended October 31, 2020

	Fresh				Calavo				Fresh				Calavo
	products		RFG		Foods		Total		products		RFG		Foods		Total

Avocados	$	536,969	$	—	$	—	$	536,969	$	521,542	$	—	$	—	$	521,542
Tomatoes		43,658		—		—		43,658		53,922		—		—		53,922
Papayas		10,884		—		—		10,884		10,529		—		—		10,529
Other fresh income		693		—		—		693		327		—		—		327
Fresh-cut fruit & veg. and prepared foods		—		403,017		—		403,017		—		406,572		—		406,572
Prepared avocado products		—		—		79,919		79,919		—		—		79,382		79,382
Salsa		—		—		2,784		2,784		—		—		2,783		2,783
Total gross sales		592,204		403,017		82,703		1,077,924		586,320		406,572		82,165		1,075,057
Less sales allowances		(3,677)		(6,545)		(5,137)		(15,359)		(1,268)		(1,849)		(6,945)		(10,062)
Less inter-company eliminations		(2,497)		—		(4,238)		(6,735)		(1,651)		—		(3,973)		(5,624)
Net sales	$	586,030	$	396,472	$	73,328	$	1,055,830	$	583,401	$	404,723	$	71,247	$	1,059,371


	Year Ended October 31, 2020								Year Ended October 31, 2019

	Fresh				Calavo				Fresh				Calavo
	products		RFG		Foods		Total		products		RFG		Foods		Total

Avocados	$	521,542	$	—	$	—	$	521,542	$	569,779	$	—	$	—	$	569,779
Tomatoes		53,922		—		—		53,922		40,879		—		—		40,879
Papayas		10,529		—		—		10,529		10,931		—		—		10,931
Other fresh income		327		—		—		327		1,353		—		—		1,353
Fresh-cut fruit & veg. and prepared foods		—		406,572		—		406,572		—		488,373		—		488,373
Prepared avocado products		—		—		79,382		79,382		—		—		100,842		100,842
Salsa		—		—		2,783		2,783		—		—		3,252		3,252
Total gross sales		586,320		406,572		82,165		1,075,057		622,942		488,373		104,094		1,215,409
Less sales allowances		(1,268)		(1,849)		(6,945)		(10,062)		(1,759)		(2,310)		(9,360)		(13,429)
Less inter-company eliminations		(1,651)		—		(3,973)		(5,624)		(2,246)		—		(3,957)		(6,203)
Net sales	$	583,401	$	404,723	$	71,247	$	1,059,371	$	618,937	$	486,063	$	90,777	$	1,195,777

Sales to customers outside the U.S. were approximately $34.8 million, $29.7 million and $42.5 million for fiscal years 2021, 2020, and 2019.

RFG segment sales included sales to one customer who represented more than 10% of total consolidated revenues for fiscal 2021, 2020 and 2019. Additionally, the Fresh products segment had sales to one customer that represented more than 10% of total consolidated revenues for fiscal 2021, 2020 and 2019.

Our goodwill balance of $28.7 million is attributed by segment to Fresh products for $4.0 million and RFG for $24.7 million as of October 31, 2021. Our goodwill balance of $28.6 million is attributed by segment to Fresh products for $3.9 million and RFG for $24.7 million as of October 31, 2020.

Long-lived assets attributed to geographic areas as of October 31, are as follows (in thousands):


	United States		Mexico		Consolidated
2021	$	81,059	$	37,221	$	118,280
2020	$	95,110	$	35,160	$	130,270

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
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+ Details

Long-Term Obligations

12 Months Ended

Oct. 31, 2021

Long-Term Obligations

Long-Term Obligations

11. Long-Term Obligations

Long-term obligations at fiscal year ends consist of the following (in thousands):


	2021		2020
Finance leases		7,140		7,059
Less current portion		(1,587)		(1,343)
	$	5,553	$	5,716

In April 2019, we sold our Temecula, California packinghouse for $7.1 million in cash and, concurrently, leased back a portion of the facility representing approximately one-third of the total square footage. This generated a gain of $6.4 million. Since our leaseback of the building is classified as a capital lease and covers substantially all of the leased property, the gain recognized currently is the amount of the gain in excess of the recorded amount of the leased asset. As a result, we recognized a gain of approximately $1.9 million in the second quarter of fiscal 2019 and recorded a deferred gain of $4.5 million, which will be recognized over the life of the lease. In connection with the capital lease we capitalized $3.2 million as a capital lease in property, plant and equipment and recorded a lease liability of $3.2 million ($0.1 million in current portion and $3.1 million in long term debt).

products for our RFG business segment. Annual rent for the building and equipment approximates $0.9 million and $0.6 million, respectively, over the life of the lease. The lease for the equipment is considered to be a capital lease, therefore, we calculated the present value of the minimum lease payments related to the equipment and capitalized $2.8 million as a capital lease in property, plant and equipment and recorded $2.8 million as a lease obligation.

See Note 17 for the adoption of the new lease accounting disclosure.

Stock-Based Compensation

12 Months Ended

Oct. 31, 2021

Stock-Based Compensation

Stock-Based Compensation

12. Stock-Based Compensation

The 2011 Management Incentive Plan

In April 2011, our shareholders approved the Calavo Growers, Inc. 2011 Management Incentive Plan (the 2011 Plan). All directors, officers, employees and consultants (including prospective directors, officers, employees and consultants) of Calavo and its subsidiaries are eligible to receive awards under the 2011 Plan. Up to 1,500,000 shares of common stock may be issued by Calavo under the 2011 Plan.

On November 2, 2020, 11 of our non-employee directors were each granted 1,500 restricted shares, as part of their annual compensation (total of 16,500 shares). In January of fiscal 2020 all 12 of our non-employee directors were granted 1,500 restricted shares each (total of 18,000 shares). In January of fiscal 2019, all 12 of our non-employee directors were granted 1,750 restricted shares each (total of 21,000 shares). These shares have full voting rights and participate in dividends as if unrestricted. The closing price of our stock was $67.97, $87.21 and $71.56 for each respective year. After one year from the grant date, as long as the directors are still serving on the Board of Directors, these shares lose their restriction and become non-forfeitable and transferable. These shares were granted pursuant to our 2011 Plan. The total recognized stock-based compensation expense for these grants were $1.1 million and $1.6 million for the year ended October 31, 2021 and 2020.

On November 2, 2020, our executive officers were granted a total of 9,334 restricted shares. On December 18, 2019, our executive officers were granted a total of 31,158 restricted shares. On December 14, 2018, our executive officers were granted a total of 14,522 restricted shares. These shares have full voting rights and participate in dividends as if unrestricted. The closing price of our stock on such dates was $67.97, $87.63 and $85.67, respectively. The shares granted in fiscal year 2021, vest over two years, on an annual basis, beginning November 2, 2021. The shares granted in fiscal years 2020 and 2019, vest in one-third increments, on an annual basis, beginning December 18, 2020 and December 14, 2019. All shares were granted pursuant to our 2011 Plan. The total recognized stock-based compensation expense for these grants were $1.0 million and $1.4 million for the year ended October 31, 2021 and 2020.

In April 2021, the Board of Directors approved the vesting of all of the remaining restricted shares outstanding to our former Chief Executive Officer and Board member. With this vesting, we recognized stock-based compensation of $0.7 million for the year ended October 31, 2021. We recorded amortization of $0.3 million for the year ended October 31, 2021, of previous stock grants before his retirement.

In June 2021, our former chief financial officer, resigned from Calavo and 5,598 restricted shares were forfeited. We recorded amortization of $0.1 million for the year ended October 31, 2021, of previous stock grants before his resignation.

In September 2021, the Board of Directors approved the vesting of all of the remaining restricted shares outstanding to our former Chief Executive Officer. With this vesting, we recognized stock-based compensation of $0.7 million for the year ended October 31, 2021.

A summary of stock option activity, related to our 2011 Management Incentive Plan, is as follows (in thousands, except for per share amounts):


		Weighted-Average		Aggregate
		Exercise		Intrinsic
	Number of Shares	Price		Value
Outstanding at October 31, 2020	16	$	44.21
Exercised	(2)	$	23.48
Outstanding at October 31, 2021	14	$	47.17	$	98
Exercisable at October 31, 2021	12	$	45.59	$	65

The weighted average remaining life of such outstanding options is 2.5 years. The weighted average remaining life of such exercisable options is 2.5 years. The fair value of vested shares as of October 31, 2021 and 2020, was $0.1 million and $0.8 million.

The 2020 Equity Incentive Plan

In April 2021, our shareholders approved the Calavo Growers, Inc. 2020 Equity Incentive Plan (the 2020 Plan). All directors, officers, employees and consultants (including prospective directors, officers, employees and consultants) of Calavo and its subsidiaries are eligible to receive awards under the 2020 Plan. This is a five-year plan, with up to 1,500,000 shares issuable through December 2031.

On October 11, 2021, as part of her employment agreement, Mariela Matute, our newly appointed Chief Financial Officer, was granted 8,199 restricted shares. The closing price of our stock on such date was $36.59. These shares vest in one-third increments, on an annual basis. These shares were granted pursuant to our 2020 Plan. The total recognized stock-based compensation expense for these grants was less than $0.1 million for the year ended October 31, 2021.

In September 2021, our Board of Directors approved the issuance of options to acquire a total of 5,000 shares of our common stock to Steven Hollister, our newly appointed Interim Chief Executive Officer. Such grant vests in equal increments over a two-year period and has an exercise price of $39.20 per share. Vested options have an exercise period of five years from the vesting date. The market price of our common stock at the grant date was $39.20. The estimated fair market value of such option grant was approximately $0.2 million. The total compensation cost not yet recognized as of October 31, 2021 was approximately $0.2 million, which will be recognized over the remaining service period of 24 months.

The value of each option award is estimated using a lattice-based option valuation model. We primarily consider the following assumptions when using these models: (1) expected volatility, (2) expected dividends, (3) expected life and (4) risk-free interest rate. Such models also consider the intrinsic value in the estimation of fair value of the option award.

A summary of restricted stock activity, related to our 2011 Plan and 2020 Plan, is as follows (in thousands, except for per share amounts):


		Weighted-Average		Aggregate
	Number of Shares	Grant Price		Intrinsic Value
Outstanding at October 31, 2020	76	$	80.45
Vested	(63)	$	77.08
Forfeited	(6)	$	64.47
Granted	36	$	61.00
Outstanding at October 31, 2021	43	$	64.89	$	1,745

The total recognized stock-based compensation expense for restricted stock was $4.0 million and $4.5 million for the years ended October 31, 2021 and 2020.

Dividends

12 Months Ended

Oct. 31, 2021

Dividends

Dividends

13. Dividends

On October 29, 2021, the Company declared a $1.15 per share cash dividend to shareholders of record on November 12, 2021. On December 3, 2021, the Company paid this cash dividend which totaled $20.3 million. On December 4, 2020, the Company paid a $1.15 per share dividend in the aggregate amount of $20.3 million to shareholders of record on November 13, 2020.

Fair Value Measurements

12 Months Ended

Oct. 31, 2021

Fair Value Measurements

Fair Value Measurements

14. Fair Value Measurements

A fair value measurement is determined based on the assumptions that a market participant would use in pricing an asset or liability. A three-tiered hierarchy draws distinctions between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3).

The following table sets forth our financial assets and liabilities as of October 31, 2021 that are measured on a recurring basis during the period, segregated by level within the fair value hierarchy:


	Level 1		Level 2		Level 3		Total

	(All amounts are presented in thousands)
Assets at Fair Value at October 31, 2021:
Investment in Limoneira Company⁽¹⁾	$	27,055		-		-	$	27,055
Total assets at fair value	$	27,055		-		-	$	27,055

Assets at Fair Value at October 31, 2020:
Investment in Limoneira Company⁽¹⁾	$	23,197		-		-	$	23,197
Total assets at fair value	$	23,197		-		-	$	23,197

(1)

The investment in Limoneira Company consists of marketable securities in the Limoneira Company stock. We currently own less than 10% of Limoneira’s outstanding common stock. These securities are measured at fair value by quoted market prices. Limoneira’s stock price at October 31, 2021 and October 31, 2020 equaled $16.13 per share and $13.83 per share (level 1). For the year ended October 31, 2019, we sold 51,271 shares of Limoneira stock and recorded a loss of $0.1 million in our consolidated statements of income. Our remaining shares of Limoneira stock, totaling 1,677,299, were revalued to $16.13 per share and $13.83 per share at October 31, 2021 and 2020 and, as a result, we recorded a gain of $3.9 million and a loss of $8.5 million for the year ended October 31, 2021 and 2020 in our consolidated statements of operations.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Mexican IVA taxes receivable

12 Months Ended

Oct. 31, 2021

Mexican IVA taxes receivable

Mexican IVA taxes receivable

15. Mexican IVA taxes receivable

Included in other assets are tax receivables due from the Mexican government for value-added taxes (IVA) paid in advance. CDM is charged IVA by vendors on certain expenditures in Mexico, which, insofar as they relate to the exportation of goods, translate into IVA amounts receivable from the Mexican government.

As of October 31, 2021, and October 31, 2020, CDM IVA receivables totaled $37.5 million (762.1 million Mexican pesos) and $30.2 million (640.7 million Mexican pesos). Historically, CDM received IVA refund payments from the Mexican tax authorities on a timely basis. Beginning in fiscal 2014 and continuing into fiscal 2021, however, the tax authorities began carrying out more detailed reviews of our refund requests and our supporting documentation. Additionally, they are also questioning the refunds requested attributable to IVA paid to certain suppliers that allegedly did not fulfill their own tax obligations. We believe these factors and others have contributed to delays in the processing

of IVA claims by the Mexican tax authorities. Currently, we are in the process of collecting such balances primarily through regular administrative processes, but these amounts may ultimately need to be recovered through Administrative Appeals and/or legal means.

During the first quarter of fiscal 2017, the tax authorities informed us that their internal opinion, based on the information provided by the local SAT office, considers that CDM is not properly documented relative to its declared tax structure and therefore CDM cannot claim the refundable IVA balance. CDM has strong arguments and supporting documentation to sustain its declared tax structure for IVA and income tax purposes. CDM started an Administrative Appeal for the IVA related to the request of the months of July, August and September of 2015 (the “2015 Appeal”) in order to assert its argument that CDM is properly documented and to therefore change the SAT’s internal assessment. In August 2018, we received a favorable ruling from the SAT’s Legal Administration in Michoacan on the 2015 Appeal indicating that they believe CDM’s legal interpretation of its declared tax structure is indeed accurate. While favorable on this central matter of CDM’s declared tax structure, the ruling, however, still does not recognize the taxpayers right to a full refund for the IVA related to the months of July, August and September 2015. Therefore, in October 2018, CDM filed a substance-over-form Annulment Suit in the Federal Tax Court to recover its full refund for IVA over the subject period, which is currently pending resolution.

In spite of the favorable ruling from the SAT’s Legal Administration in Michoacan, as discussed above, the local SAT office continues to believe that CDM is not properly documented relative to its declared tax structure. As a result, they believe CDM cannot claim certain refundable IVA balances, specifically regarding our IVA refunds related to January through December of 2013, 2014, and 2015, and January and February of 2017. CDM has strong arguments and supporting documentation to sustain its declared tax structure for IVA and income tax purposes. With assistance from our internationally recognized tax advisory firm, as of July 31, 2021, CDM has filed (or has plans to file) Administrative Appeals for the IVA related to the preceding months. A response to these Administrative Appeals is currently pending resolution.

In light of the foregoing, the Company is currently considering its options for resolution of the IVA receivables. In the unlikely event of an unfavorable resolution of the Administrative Appeals, we plan to file Annulment Suits with the Mexican Federal Tax Court. If these suits result in an unfavorable ruling, there is an option to appeal to the Collegiate Circuit Court. The estimated time for the resolution of these suits could be 2 – 3 years. This estimated time could be impacted and delayed by the situation of the COVID-19 pandemic.

We believe that our operations in Mexico are properly documented and our internationally recognized tax advisors believe that there are legal grounds to prevail in collecting the corresponding IVA amounts. Therefore, we believe that it is probable that the Mexican tax authorities will ultimately authorize the refund of the corresponding IVA amounts.

FreshRealm Separation

12 Months Ended

Oct. 31, 2021

FreshRealm Separation

FreshRealm Separation

16. FreshRealm Separation

On February 3, 2021, Calavo and FreshRealm entered into a Limited Liability Company Member Separation and Release Agreement (the “Separation Agreement”) described below.

Calavo was previously a limited liability company member in FreshRealm and was a party to that certain FreshRealm, LLC Seventh Amended and Restated Limited Liability Company Agreement, dated as of February 27, 2019, by and among FreshRealm and its members. Calavo and FreshRealm were also parties to that certain Sixth Amended and Restated Senior Promissory Note, effective August 10, 2018, as amended (the “Prior Note”), pursuant to which Calavo loaned to FreshRealm principal plus accrued interest in the total sum of $34.5 million. We recorded a reserve of $34.5 million on this balance in the third quarter of fiscal 2020.

Pursuant to the Separation Agreement, among other terms: (i) Calavo terminated its limited liability company interest and equity ownership in FreshRealm; (ii) Calavo and FreshRealm simultaneously entered into an Amended and Restated Senior Secured Loan Agreement and Promissory Note (the “Amended Note”), which amended and restated the Prior Note; (iii) FreshRealm issued an additional Secured Promissory Note to Calavo in the amount of approximately $5 million that is subordinated to the Amended Note (the “Second Note”, together with the Amended Note, the “Notes”); (iv) in the event FreshRealm paid Calavo the sum of $6 million (the “Loan Payoff Amount”) by March 31, 2022 (the

In July 2021, FreshRealm paid Calavo the Loan Payoff Amount of $6.0 million, and we recorded the receipt as a recovery of the reserve for collectability of the FreshRealm note receivable on the statement of operations. Therefore, the Notes mentioned above, have been deemed paid in full. If FreshRealm undergoes a sale of its business either through a merger or a majority sale of its assets or equity interests before February 3, 2022, FreshRealm must pay Calavo twenty percent (20%) of the purchase price proceeds from such sale of FreshRealm.

If FreshRealm (i) undergoes a “Success Event” in the future, including: a merger, a majority sale of FreshRealm’s assets or equity ownership interests, a private placement (greater than $35 million), or an initial public offering where FreshRealm as a company is valued at $100 million or more, FreshRealm must pay to the Company additional compensation in accordance with the following:

●

FreshRealm must pay Calavo a $10 million payment upon the closing of a Success Event if the valuation of FreshRealm at the time of the Success Event is equal to or greater than $100 million, but less than $230 million;

●

FreshRealm must pay Calavo a $20 million payment upon the closing of a Success Event if the valuation of FreshRealm at the time of the Success Event is equal to or greater than $230 million, but less than $380 million; or

●

FreshRealm must pay Calavo a $34 million payment upon the closing of a Success Event if the valuation of FreshRealm at the time of the Success Event is equal to or greater than $380 Million.

No amounts have been recorded on the balance sheet as of October 31, 2021, with respect to a sale or success event.

Leases

12 Months Ended

Oct. 31, 2021

Leases

Leases

17. Leases

The impact of applying ASC 842 effective as of November 1, 2019, to the Company’s consolidated statements of operations and cash flows was not significant. The major impacts to the balance sheet at the effective date were 1) the addition of $65.7 million in operating lease assets and $69.6 million of operating lease liabilities, 2) the removal of approximately $3.7 million and $1.2 million of deferred rent and other long-term obligations, respectively, and 3) a cumulative-effect adjustment for the adoption of ASC 842 of $0.9 million was recorded to retained earnings, which relates to the gain previously recognized in accordance with ASC 840 on its sale and operating leaseback of the Temecula facility.

ASC 842 made changes to sale-leaseback accounting to result in the recognition of the gain on the transaction at the time of the sale instead of recognizing over the leaseback period, when the transaction is deemed to be a sale instead of a financing arrangement. ASC 842 further changes the assessment of sale accounting from a transfer of risk and rewards assessment to a transfer of control assessment.

We utilized the modified retrospective adoption method. Therefore, the consolidated financial statements for 2020 are presented under the new standard, while the comparative periods presented are not adjusted and continue to be reported in accordance with the Company's historical accounting policy.

The standard provides a number of optional practical expedients and policy elections in transition. We have elected to apply the package of practical expedients under which we will not reassess under the standard our prior conclusions about lease classification and initial direct costs. We have elected the short-term lease recognition exemption for all leases that qualify (under one year term), meaning we will recognize expense on a straight-line basis and will not include the recognition of a right-of-use asset or lease liability. We will account for lease and non-lease components as a single-lease component for all leases.

We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the term. Many of our leases include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when appropriate.

Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. We estimated our incremental borrowing rate based upon a synthetic credit rating and yield curve analysis. As a result, the incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.

We lease certain property, plant and equipment, including office facilities, under operating leases. The lease term consists of the noncancellable period of the lease and the periods covered by options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company's lease agreements do not contain any residual value guarantees.

Lease Position

The following table presents the lease-related assets and liabilities recorded on the balance sheet as of October 31, 2021 and 2020 (in thousands):


		October 31,		October 31,
		2021		2020

Assets
Non-current assets:
Operating lease assets	Operating lease right-of-use assets	$	59,842	$	60,262
Finance lease assets	Property, plant and equipment, net		6,907		6,830
		$	66,749	$	67,092
Liabilities
Current liabilities:
Operating	Current portion of operating leases	$	6,817	$	6,443
Finance	Current portion of long-term obligations and finance leases		1,587		1,343
Long-term obligations
Operating	Long-term operating leases, less current portion		57,561		58,273
Finance	Long-term obligations and finance leases, less current portion		5,553		5,716
		$	71,518	$	71,775


Weighted-average remaining lease term:	Fiscal 2021		Fiscal 2020
Operating leases	10.1 years		10.0 years
Finance leases	7.1 years		7.9 years

Weighted-average discount rate:
Operating leases	2.80	%	2.83	%
Finance leases	3.20	%	3.28	%

Lease Costs

The following table presents certain information related to the lease costs for finance and operating leases for the year ended October 31, 2021 and 2020 (in thousands):


	Year ended		Year ended
	October 31, 2021		October 31, 2020
Amortization of financing lease assets	$	1,799	$	1,043
Operating lease cost		9,152		8,271
Short-term lease cost		2,981		996
Sublease income		(704)		—
Variable lease cost		275		2,865
Interest on financing lease liabilities		235		235
Total lease cost	$	13,738	$	13,410

Other Information

The following table presents supplemental cash flow information related to the leases for the year ended October 31, 2021 and 2020 (in thousands):


	Year ended		Year ended
Cash paid for amounts included in the measurement of lease liabilities	October 31, 2021		October 31, 2020
Operating cash flows for operating leases	$	7,200	$	7,689
Financing cash flows for finance leases		1,672		1,115
Operating cash flows for finance leases		235		235

The total right-of-use assets obtained in exchange for new operating leases for the year ended October 31, 2021 and 2020 was $1.0 million and $1.1 million.

Undiscounted Cash Flows

The following table reconciles the undiscounted cash flows for each of the first five years and total remaining years to the finance lease liabilities and operating lease liabilities recorded on the balance sheet as of October 31, 2021 (in thousands):


	Operating		Finance
	Leases		Leases
2022	$	8,514	$	1,838
2023		8,271		1,684
2024		7,782		1,099
2025		6,878		623
2026		6,586		409
Thereafter		36,319		2,467
Total lease payments		74,350		8,120
Less: imputed interest		9,972		980
Total lease liability	$	64,378	$	7,140

Closure of RFG Florida facility

12 Months Ended

Oct. 31, 2021

Closure of RFG Florida facility

Closure of RFG Florida facility

18. Closure of RFG Florida facility

The closure resulted in a reduction of 140 employees, impairment of leasehold improvements, writedowns of inventory and other assets, and certain cash expenditures for the relocation of machinery and equipment and the closure of the leased facilities. The impairment related to the RFG Florida closure has been recorded on the face of the income statement under “Impairment and charges related to RFG Florida facility closure”.

As of October 31, 2021, the Company had leasehold improvements with a net book value of $8.8 million, right of use assets with a net book value of $4.8 million, and lease liabilities of $6.0 million recorded on the balance sheet, all related to the closed facility. The facility lease has a maturity date of October 31, 2031. The Company completed an undiscounted cash flow analysis of its its long-lived assets and estimated the undiscounted cash flow was less than the carrying value. The Company intends to seek a sub-lease tenant to assume the vacated space, and believes such a sub-lease can be obtained at a lease rate, and for a lease period, sufficient to realize the right of use asset. However, a full impairment of the leasehold improvements has been recorded, which represents the excess of the carrying value over the estimated fair value. Management will continue to evaluate the actual amounts and duration of expected future sub-lease revenues. Should the actual sub-lease revenues be less than those currently expected, the Company may need to record impairment of some or all of its investment in the right of use asset.

Following is a summary of the impairment and other charges recorded during the year ended October 31, 2021.


Leasehold improvements		8,731
Inventory (recorded in cost of goods sold)		586
Employee severance		352
Other assets		79
Total	$	9,748

COVID-19 Pandemic Impact

12 Months Ended

Oct. 31, 2021

COVID-19 Pandemic Impact

COVID-19 Pandemic Impact

19. COVID-19 Pandemic Impact

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

The COVID-19 pandemic has created challenging and unprecedented conditions for our business, and we are committed to taking action in support of a Company-wide response to the crisis. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. We believe we are well-positioned for the future as we continue to navigate the crisis and prepare for an eventual return to a more normal operating environment. We have successfully implemented contingency plans in the U.S. and in Mexico to monitor the evolving needs of our businesses in those countries, as well as those related to our Peru partner in consignment avocado sales.

The effects of the pandemic have been more pronounced in the portions of our business servicing foodservice customers and to a lesser extent certain segments of our retail business, including behind-the-glass deli and grab-and-go convenience items.

In early 2021, health agencies approved vaccines for combating the COVID-19 virus. However, actual vaccination results are ultimately dependent on, among other factors, vaccine availability and their acceptance by individuals which are difficult to predict. In the third quarter of fiscal 2021, the delta variant of the SARS-COV-2 virus became the dominant strain in the U.S. and elsewhere and led to various pandemic restrictions being reinstated. In November 2021, the omicron variant of the SARS-COV-2 virus has started to spread throughout the world, which has led to further pandemic restrictions. Accordingly, the pace of the recovery from the COVID-19 pandemic is not presently known. We cannot reasonably estimate the duration or extent of the pandemic’s adverse impact on our business, operating results, and long-term liquidity position.

Schedule II

12 Months Ended

Oct. 31, 2021

Schedule II

Schedule II

SCHEDULE II

CALAVO GROWERS, INC.

VALUATION AND QUALIFYING ACCOUNTS (in thousands)


	Fiscal year	Balance at			Balance at
	ended	beginning			end
	October 31:	of year	Additions(1)	Deductions(2)	of year

Allowance for customer deductions	2019	1,850	12,211	12,107	1,954
	2020	1,954	8,490	8,552	1,892
	2021	1,892	12,079	10,644	3,327

Allowance for doubtful accounts	2019	1,377	35	—	1,412
	2020	1,412	194	—	1,606
	2021	1,606	—	117	1,489

(1) Charged to net sales (customer deductions) or costs and expenses (doubtful accounts).

(2) Customer deductions taken or write off of accounts receivables.

The above table does not include the reserve for notes receivable from FreshRealm of $34.2 million. See Note 16.

Basis of Presentation and Significant Accounting Policies (Policies)

12 Months Ended

Oct. 31, 2021

Basis of Presentation and Significant Accounting Policies

Business

Consolidated financial statements

Use of Estimates

Cash and Cash Equivalents

Restricted Cash

We have $1.0 million in restricted cash in our subsidiary Calavo de Mexico. This cash is restricted due to the 2013 tax assessment that is described in footnote 7.

Prepaid Expenses and Other Current Assets

Inventories

Property, Plant, and Equipment

Goodwill and Acquired Intangible Assets

Long-lived Assets

Investments

Marketable Securities

Advances to Suppliers

Infrastructure Advances

Accrued Expenses

Revenue Recognition

Sales Incentives and Other Promotional Programs

Principal vs. Agent Considerations

Customers

Shipping and Handling

We include shipping and handling fees billed to customers in net sales. Amounts incurred by us for freight are included in cost of goods sold.

Promotional Allowances

Allowance for Accounts Receivable

Loss on Reserve for FreshRealm Note Receivable and Impairment of Investment

At the beginning of fiscal year 2020, we had a note receivable from FreshRealm totaling $34.5 million which has been fully reserved during fiscal 2020.

Consignment Arrangements

We frequently enter into consignment arrangements with avocado and tomato growers and packers located outside of the U.S. and growers of certain perishable products in the U.S. Although we generally do not take legal title to these avocados and perishable products, we do assume responsibilities (principally assuming credit risk, inventory loss and delivery risk, and pricing risk) that are consistent with acting as a principal in the transaction. Accordingly, the accompanying financial statements include sales and cost of sales from the sale of avocados and perishable products procured under consignment arrangements. Amounts recorded for each of the fiscal years ended October 31, 2021, 2020 and 2019 in the financial statements pursuant to consignment arrangements are as follows (in thousands):


	2021		2020		2019

Sales	$	52,287	$	64,922	$	64,510
Cost of Sales		45,945		57,554		57,061
Gross Profit	$	6,342	$	7,368	$	7,449

Advertising Expense

Research and Development

Restructuring Costs

Other Income

Included in other income is dividend income totaling $0.6 million for fiscal years 2021, 2020 and 2019. See Note 8 for related party disclosure related to other income.

Income Taxes

Basic and Diluted Net Income per Share

Basic and Diluted Net Income (loss) per Share

Basic and diluted net income per share is calculated as follows (U.S. dollars in thousands, except per share data):


	Year ended October 31,
	2021		2020		2019
Numerator:
Net income (loss) attributable to Calavo Growers, Inc.	$	(11,818)	$	(13,625)	$	36,646
Denominator:
Weighted average shares – Basic		17,621		17,564		17,519
Effect of dilutive securities – Restricted stock/options		—		—		74
Weighted average shares – Diluted		17,621		17,564		17,593
Net income (loss) per share attributable to Calavo Growers, Inc:
Basic	$	(0.67)	$	(0.78)	$	2.09
Diluted	$	(0.67)	$	(0.78)	$	2.08

Stock-Based Compensation

Foreign Currency Translation and Remeasurement

Fair Value of Financial Instruments

Derivative Financial Instruments

Recently Adopted Accounting Pronouncements

Comprehensive Income

Comprehensive income is defined as all changes in a company's net assets, except changes resulting from transactions with shareholders.

Noncontrolling Interest

The following tables reconcile shareholders’ equity attributable to noncontrolling interest related to Avocados de Jalisco (in thousands).


	Year ended		Year ended
Avocados de Jalisco noncontrolling interest	October 31, 2021		October 31, 2020

Noncontrolling interest, beginning	$	1,472	$	1,688
Net loss attributable to noncontrolling interest of Avocados de Jalisco		(104)		(216)
Noncontrolling interest, ending	$	1,368	$	1,472

Basis of Presentation and Significant Accounting Policies (Tables)

12 Months Ended

Oct. 31, 2021

Basis of Presentation and Significant Accounting Policies

Financial Statements of Consignment Arrangements


	2021		2020		2019

Sales	$	52,287	$	64,922	$	64,510
Cost of Sales		45,945		57,554		57,061
Gross Profit	$	6,342	$	7,368	$	7,449

Schedule of basic and diluted net income per share

Basic and diluted net income per share is calculated as follows (U.S. dollars in thousands, except per share data):


	Year ended October 31,
	2021		2020		2019
Numerator:
Net income (loss) attributable to Calavo Growers, Inc.	$	(11,818)	$	(13,625)	$	36,646
Denominator:
Weighted average shares – Basic		17,621		17,564		17,519
Effect of dilutive securities – Restricted stock/options		—		—		74
Weighted average shares – Diluted		17,621		17,564		17,593
Net income (loss) per share attributable to Calavo Growers, Inc:
Basic	$	(0.67)	$	(0.78)	$	2.09
Diluted	$	(0.67)	$	(0.78)	$	2.08

Reconciliation of shareholders' equity attributable to noncontrolling interest

The following tables reconcile shareholders’ equity attributable to noncontrolling interest related to Avocados de Jalisco (in thousands).


	Year ended		Year ended
Avocados de Jalisco noncontrolling interest	October 31, 2021		October 31, 2020

Noncontrolling interest, beginning	$	1,472	$	1,688
Net loss attributable to noncontrolling interest of Avocados de Jalisco		(104)		(216)
Noncontrolling interest, ending	$	1,368	$	1,472

Inventories (Tables)

12 Months Ended

Oct. 31, 2021

Inventories

Schedule of Inventories

Inventories consist of the following (in thousands):


	October 31,		October 31,
	2021		2020

Fresh fruit	$	17,648	$	14,677
Packing supplies and ingredients		13,088		12,540
Finished prepared foods		10,021		14,570
	$	40,757	$	41,787

Property, Plant, and Equipment (Tables)

12 Months Ended

Oct. 31, 2021

Property, Plant, and Equipment

Summary of Property, Plant, and Equipment

Property, plant, and equipment consist of the following (in thousands):


	October 31,
	2021		2020

Land	$	11,008	$	11,008
Buildings and improvements		46,133		44,984
Leasehold improvements		25,114		33,047
Equipment		115,942		108,505
Information systems - hardware and software		11,598		11,385
Construction in progress		5,802		5,244
		215,597		214,173
Less accumulated depreciation and amortization		(97,317)		(83,903)
	$	118,280	$	130,270

Other Assets (Tables)

12 Months Ended

Oct. 31, 2021

Other Assets

Schedule of Other Assets

Other assets consist of the following (in thousands):


	October 31,		October 31,
	2021		2020
Mexican IVA (i.e. value-added) taxes receivable (see note 15)	$	37,493	$	30,126
Infrastructure advances to Agricola Belher and Agricola Don Memo		1,641		1,215
Other		1,366		1,217
	$	40,500	$	32,558

Schedule of Intangible Assets

The intangible assets consist of the following (in thousands):


		October 31, 2021						October 31, 2020
	Weighted-	Gross				Net		Gross				Net
	Average	Carrying		Accum.		Book		Carrying		Accum.		Book
	Useful Life	Value		Amortization		Value		Value		Amortization		Value
Customer list/relationships	7 years	$	17,340	$	(9,989)	$	7,351	$	17,340	$	(8,613)	$	8,727
Trade names	11 years		4,060		(2,980)		1,080		4,060		(2,852)		1,208
Trade secrets/recipes	9 years		630		(567)		63		630		(517)		113
Brand name intangibles	indefinite		275		—		275		275		—		275
Intangibles, net		$	22,305	$	(13,536)	$	8,769	$	22,305	$	(11,982)	$	10,323

Income Taxes (Tables)

12 Months Ended

Oct. 31, 2021

Income Taxes

Summary of Income Tax Provision (Benefit)

The income tax provision (benefit) consists of the following for the years ended October 31, (in thousands):


	2021		2020		2019

Current:
Federal	$	(3,449)	$	(5,684)	$	9,146
State		323		(214)		2,516
Foreign		16,703		645		290
Total current		13,577		(5,253)		11,952

Deferred:
Federal		790		576		516
State		(343)		(505)		209
Foreign		(3,934)		260		205
Total deferred		(3,487)		331		930
Change in valuation allowance		657		630		—
Total income tax provision (benefit)	$	10,747	$	(4,292)	$	12,882

Significant Components of Deferred Taxes Assets (Liabilities)

Significant components of our deferred taxes assets (liabilities) as of October 31, are as follows (in thousands):


	2021		2020

Property, plant, and equipment		(4,764)		(11,552)
Intangible assets		5,051		6,861
Unrealized gain, Limoneira investment		(1,138)		(116)
Investment in FreshRealm		—		1,096
Stock-based compensation		511		812
State taxes		(498)		(592)
Credits and incentives		1,808		1,345
Allowance for accounts receivable		1,259		1,165
Inventories		507		864
Accrued liabilities		2,067		2,119
Operating lease - Right of use assets		(15,839)		(15,732)
Operating lease liabilities		17,040		16,895
Net operating loss		1,093		369
Valuation allowance		(1,291)		(631)
Other		(490)		(417)
Long-term deferred income taxes	$	5,316	$	2,486

Reconciliation of effective tax rate


	2021		2020		2019

Federal statutory tax rate	21.0	%	21.0	%	21.0	%
State taxes, net of federal effects	11.6		4.4		3.7
Rate differential on NOL carryback	125.8		6.2		—
Foreign income tax rate differential	16.1		(2.3)		0.4
Mexican tax assessments	(1,059.9)		—		—
Stock based compensation	(16.7)		—		—
Provision to return	39.2		(2.5)		0.7
State rate change	9.2		(0.1)		(0.2)
Valuation allowance	(44.1)		(2.7)		—
Other	(15.5)		(0.3)		0.4
	(913.3)	%	23.7	%	26.0	%

Reconciliation of unrecognized taxes

A reconciliation of the beginning and ending amount of gross unrecognized taxes (exclusive of interest and penalties) was as follows (in thousands):


	Year Ended October 31,
	2021		2020
Beginning balance	$	72	$	72
Gross increase - Tax positions in prior periods		131		—
Gross increase - Tax positions in current period		11,100		—
Ending balance	$	11,303	$	72

Segment Information (Tables)

12 Months Ended

Oct. 31, 2021

Segment Information

Schedule of sales by product and segment

The following table sets forth sales by product category, by segment (in thousands):


	Year Ended October 31, 2021								Year Ended October 31, 2020

	Fresh				Calavo				Fresh				Calavo
	products		RFG		Foods		Total		products		RFG		Foods		Total

Avocados	$	536,969	$	—	$	—	$	536,969	$	521,542	$	—	$	—	$	521,542
Tomatoes		43,658		—		—		43,658		53,922		—		—		53,922
Papayas		10,884		—		—		10,884		10,529		—		—		10,529
Other fresh income		693		—		—		693		327		—		—		327
Fresh-cut fruit & veg. and prepared foods		—		403,017		—		403,017		—		406,572		—		406,572
Prepared avocado products		—		—		79,919		79,919		—		—		79,382		79,382
Salsa		—		—		2,784		2,784		—		—		2,783		2,783
Total gross sales		592,204		403,017		82,703		1,077,924		586,320		406,572		82,165		1,075,057
Less sales allowances		(3,677)		(6,545)		(5,137)		(15,359)		(1,268)		(1,849)		(6,945)		(10,062)
Less inter-company eliminations		(2,497)		—		(4,238)		(6,735)		(1,651)		—		(3,973)		(5,624)
Net sales	$	586,030	$	396,472	$	73,328	$	1,055,830	$	583,401	$	404,723	$	71,247	$	1,059,371


	Year Ended October 31, 2020								Year Ended October 31, 2019

	Fresh				Calavo				Fresh				Calavo
	products		RFG		Foods		Total		products		RFG		Foods		Total

Avocados	$	521,542	$	—	$	—	$	521,542	$	569,779	$	—	$	—	$	569,779
Tomatoes		53,922		—		—		53,922		40,879		—		—		40,879
Papayas		10,529		—		—		10,529		10,931		—		—		10,931
Other fresh income		327		—		—		327		1,353		—		—		1,353
Fresh-cut fruit & veg. and prepared foods		—		406,572		—		406,572		—		488,373		—		488,373
Prepared avocado products		—		—		79,382		79,382		—		—		100,842		100,842
Salsa		—		—		2,783		2,783		—		—		3,252		3,252
Total gross sales		586,320		406,572		82,165		1,075,057		622,942		488,373		104,094		1,215,409
Less sales allowances		(1,268)		(1,849)		(6,945)		(10,062)		(1,759)		(2,310)		(9,360)		(13,429)
Less inter-company eliminations		(1,651)		—		(3,973)		(5,624)		(2,246)		—		(3,957)		(6,203)
Net sales	$	583,401	$	404,723	$	71,247	$	1,059,371	$	618,937	$	486,063	$	90,777	$	1,195,777

Schedule of segment gross margin

The following table sets forth sales by product category and sales allowances, by segment (in thousands)


	Fresh				Calavo		Interco.
	products		RFG		Foods		Elimins.		Total

	(All amounts are presented in thousands)
Year ended October 31, 2021
Net sales	$	588,527	$	396,472	$	77,566	$	(6,735)	$	1,055,830
Cost of sales		540,740		399,974		64,426		(6,735)		998,405
Gross profit (loss)	$	47,787	$	(3,502)	$	13,140	$	—	$	57,425

Year ended October 31, 2020
Net sales	$	585,052	$	404,723	$	75,220	$	(5,624)	$	1,059,371
Cost of sales		537,489		383,331		54,277		(5,624)		969,473
Gross profit	$	47,563	$	21,392	$	20,943	$	—	$	89,898

Year ended October 31, 2019
Net sales	$	621,183	$	486,063	$	94,734	$	(6,203)	$	1,195,777
Cost of sales		534,600		465,563		73,735		(6,203)		1,067,695
Gross profit	$	86,583	$	20,500	$	20,999	$	—	$	128,082

Schedule of long-lived assets by geographic areas

Long-lived assets attributed to geographic areas as of October 31, are as follows (in thousands):


	United States		Mexico		Consolidated
2021	$	81,059	$	37,221	$	118,280
2020	$	95,110	$	35,160	$	130,270

Long-Term Obligations (Tables)

12 Months Ended

Oct. 31, 2021

Long-Term Obligations

Schedule of long-term obligations

Long-term obligations at fiscal year ends consist of the following (in thousands):


	2021		2020
Finance leases		7,140		7,059
Less current portion		(1,587)		(1,343)
	$	5,553	$	5,716

Stock-Based Compensation (Tables)

12 Months Ended

Oct. 31, 2021

Stock-Based Compensation

Stock Option Activity

A summary of stock option activity, related to our 2011 Management Incentive Plan, is as follows (in thousands, except for per share amounts):


		Weighted-Average		Aggregate
		Exercise		Intrinsic
	Number of Shares	Price		Value
Outstanding at October 31, 2020	16	$	44.21
Exercised	(2)	$	23.48
Outstanding at October 31, 2021	14	$	47.17	$	98
Exercisable at October 31, 2021	12	$	45.59	$	65

Restricted Stock Activity


		Weighted-Average		Aggregate
	Number of Shares	Grant Price		Intrinsic Value
Outstanding at October 31, 2020	76	$	80.45
Vested	(63)	$	77.08
Forfeited	(6)	$	64.47
Granted	36	$	61.00
Outstanding at October 31, 2021	43	$	64.89	$	1,745

Fair Value Measurements (Tables)

12 Months Ended

Oct. 31, 2021

Fair Value Measurements

Financial assets measured on recurring basis


	Level 1		Level 2		Level 3		Total

	(All amounts are presented in thousands)
Assets at Fair Value at October 31, 2021:
Investment in Limoneira Company⁽¹⁾	$	27,055		-		-	$	27,055
Total assets at fair value	$	27,055		-		-	$	27,055

Assets at Fair Value at October 31, 2020:
Investment in Limoneira Company⁽¹⁾	$	23,197		-		-	$	23,197
Total assets at fair value	$	23,197		-		-	$	23,197

(1)

Leases (Tables)

12 Months Ended

Oct. 31, 2021

Leases

Schedule of lease-related assets and liabilities and cost

The following table presents the lease-related assets and liabilities recorded on the balance sheet as of October 31, 2021 and 2020 (in thousands):


		October 31,		October 31,
		2021		2020

Assets
Non-current assets:
Operating lease assets	Operating lease right-of-use assets	$	59,842	$	60,262
Finance lease assets	Property, plant and equipment, net		6,907		6,830
		$	66,749	$	67,092
Liabilities
Current liabilities:
Operating	Current portion of operating leases	$	6,817	$	6,443
Finance	Current portion of long-term obligations and finance leases		1,587		1,343
Long-term obligations
Operating	Long-term operating leases, less current portion		57,561		58,273
Finance	Long-term obligations and finance leases, less current portion		5,553		5,716
		$	71,518	$	71,775


Weighted-average remaining lease term:	Fiscal 2021		Fiscal 2020
Operating leases	10.1 years		10.0 years
Finance leases	7.1 years		7.9 years

Weighted-average discount rate:
Operating leases	2.80	%	2.83	%
Finance leases	3.20	%	3.28	%

Lease Costs

The following table presents certain information related to the lease costs for finance and operating leases for the year ended October 31, 2021 and 2020 (in thousands):


	Year ended		Year ended
	October 31, 2021		October 31, 2020
Amortization of financing lease assets	$	1,799	$	1,043
Operating lease cost		9,152		8,271
Short-term lease cost		2,981		996
Sublease income		(704)		—
Variable lease cost		275		2,865
Interest on financing lease liabilities		235		235
Total lease cost	$	13,738	$	13,410

Other Information

The following table presents supplemental cash flow information related to the leases for the year ended October 31, 2021 and 2020 (in thousands):


	Year ended		Year ended
Cash paid for amounts included in the measurement of lease liabilities	October 31, 2021		October 31, 2020
Operating cash flows for operating leases	$	7,200	$	7,689
Financing cash flows for finance leases		1,672		1,115
Operating cash flows for finance leases		235		235

Schedule of undiscounted cash flows of operating lease


	Operating		Finance
	Leases		Leases
2022	$	8,514	$	1,838
2023		8,271		1,684
2024		7,782		1,099
2025		6,878		623
2026		6,586		409
Thereafter		36,319		2,467
Total lease payments		74,350		8,120
Less: imputed interest		9,972		980
Total lease liability	$	64,378	$	7,140

Schedule of undiscounted cash flows of finance lease


	Operating		Finance
	Leases		Leases
2022	$	8,514	$	1,838
2023		8,271		1,684
2024		7,782		1,099
2025		6,878		623
2026		6,586		409
Thereafter		36,319		2,467
Total lease payments		74,350		8,120
Less: imputed interest		9,972		980
Total lease liability	$	64,378	$	7,140

Closure of RFG Florida facility (Tables)

12 Months Ended

Oct. 31, 2021

Closure of RFG Florida facility

Summary of impairment and other charges


Leasehold improvements		8,731
Inventory (recorded in cost of goods sold)		586
Employee severance		352
Other assets		79
Total	$	9,748

Description of the business (Details)	12 Months Ended
Description of the business (Details)	Oct. 31, 2021 segment
Description of the business
Number of reportable segments	3

Basis of Presentation and Significant Accounting Policies - Presentation (Details) $ in Thousands	Oct. 31, 2021 USD ($)
Significant Accounting Policies [Line Items]
Restricted cash	$ 970
Avocados de Jalisco \| Avocados de Jalisco
Significant Accounting Policies [Line Items]
Subsidiary ownership (as a percent)	83.00%

Basis of Presentation and Significant Accounting Policies - Prepaid (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Oct. 31, 2020
Basis of Presentation and Significant Accounting Policies
Non-trade receivables	$ 5,300	$ 5,700
Mexican IVA	1,700	1,500
Prepaid expenses	$ 3,700	$ 4,200

Basis of Presentation and Significant Accounting Policies - PPE (Details)	12 Months Ended
	Oct. 31, 2021
Minimum \| Buildings and improvements
Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Minimum \| Leasehold improvements
Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Minimum \| Equipment
Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Minimum \| Information systems - hardware and software
Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Maximum \| Buildings and improvements
Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	50 years
Maximum \| Equipment
Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	25 years
Maximum \| Information systems - hardware and software
Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	10 years

Basis of Presentation and Significant Accounting Policies - Intangible Assets (Details) - USD ($)	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020
Basis of Presentation and Significant Accounting Policies
Goodwill impairment	$ 0	$ 0
Impairment of long-lived assets		$ 0

Basis of Presentation and Significant Accounting Policies - Investments (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended
	Feb. 02, 2021	Jul. 31, 2015	Jul. 31, 2020	Oct. 31, 2021	Oct. 31, 2020	Nov. 01, 2019	Oct. 31, 2019
Significant Accounting Policies [Line Items]
Investments in unconsolidated entities				$ 4,346	$ 6,065
Don Memo \| Belo
Significant Accounting Policies [Line Items]
Ownership interest (as a percent)		50.00%
FreshRealm
Significant Accounting Policies [Line Items]
Impairment of investment in FreshRealm			$ 2,800
Investments in unconsolidated entities						$ 5,800
VIE ownership (as a percent)	37.00%
Don Memo
Significant Accounting Policies [Line Items]
Ownership interest (as a percent)		50.00%		50.00%
Investment in FreshRealm		$ 2,000
Investments in unconsolidated entities				$ 4,300	$ 6,100		$ 4,900

Basis of Presentation and Significant Accounting Policies - Marketable Securities (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019	Nov. 01, 2018
Significant Accounting Policies [Line Items]
Retained earnings	$ 57,364	$ 89,512
Unrealized net gain (loss) on Limoneira shares	$ 3,858	(8,537)	$ (9,722)
Cumulative effect adjustment
Significant Accounting Policies [Line Items]
Retained earnings		$ 923		$ 12,100
Limoneira
Significant Accounting Policies [Line Items]
Limoneira's stock price	$ 16.13	$ 13.83	$ 18.92
Limoneira
Significant Accounting Policies [Line Items]
Number of securities sold			51,271
Loss on sale of investments			$ 100
Investment shares held (in shares)	1,677,299	1,677,299
Unrealized marketable security holding gain (loss)	$ (8,500)
Unrealized net gain (loss) on Limoneira shares	$ 3,900
Limoneira \| Maximum
Significant Accounting Policies [Line Items]
Non-equity method investment ownership (as a percent)	10.00%
Limoneira \| Cumulative effect adjustment
Significant Accounting Policies [Line Items]
Retained earnings				$ 12,100

Basis of Presentation and Significant Accounting Policies - Advances to Suppliers (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019
Significant Accounting Policies [Line Items]
Advances to suppliers	$ 6,693	$ 5,061
Silvalber
Significant Accounting Policies [Line Items]
Advances to suppliers	1,000
Don Memo
Significant Accounting Policies [Line Items]
Advances to suppliers	4,200	2,400	$ 3,700
Agricola Belher
Significant Accounting Policies [Line Items]
Commitment amount	4,500	4,500
Advances to suppliers	$ 4,500	$ 4,500	$ 4,500

Basis of Presentation and Significant Accounting Policies - Infrastructure Advances (Details) - USD ($) $ in Thousands	1 Months Ended			3 Months Ended		12 Months Ended
	Oct. 31, 2020	Aug. 31, 2020	Aug. 31, 2018	Apr. 30, 2021	Jan. 31, 2021	Oct. 31, 2019	Oct. 31, 2021	Jul. 31, 2021	Jul. 31, 2018
Significant Accounting Policies [Line Items]
Amount loaned						$ 23,800
Prepaid expenses and other current assets
Significant Accounting Policies [Line Items]
Infrastructure advance	$ 900
Current note receivable							$ 900
Agricola Belher
Significant Accounting Policies [Line Items]
Commitment amount	4,500						4,500
Amount loaned			$ 3,000
Loan receivable fixed interest rate (as a percent)		7.25%						10.00%
Infrastructure advance	1,800		3,000			$ 2,600
Term of loans receivables		2 years
Annual repayment of advances		$ 900	$ 600
Bridge loan to related parties								$ 3,500
Agricola Belher \| Prepaid expenses and other current assets
Significant Accounting Policies [Line Items]
Infrastructure advance							900
Agricola Belher \| Other long-term assets
Significant Accounting Policies [Line Items]
Infrastructure advance	900
Agricola Belher \| LIBOR
Significant Accounting Policies [Line Items]
Advances variable interest rate (as a percent)			10.00%						3.00%
Don Memo
Significant Accounting Policies [Line Items]
Commitment amount	2,400
Amount loaned	$ 700			$ 600	$ 700
Loan receivable fixed interest rate (as a percent)	7.25%
Infrastructure advance	$ 700						2,000
Don Memo \| Prepaid expenses and other current assets
Significant Accounting Policies [Line Items]
Infrastructure advance	400						400
Don Memo \| Other long-term assets
Significant Accounting Policies [Line Items]
Infrastructure advance	$ 300						$ 1,600

Basis of Presentation and Significant Accounting Policies - Accrued Expenses (Details) - USD ($) $ in Millions	Oct. 31, 2021	Oct. 31, 2020
Basis of Presentation and Significant Accounting Policies
Accrued liabilities related to goods and services	$ 32.6	$ 26.4

Basis of Presentation and Significant Accounting Policies - Revenue and Receivables (Details) $ in Thousands	1 Months Ended	12 Months Ended
	Jul. 31, 2021 USD ($)	Oct. 31, 2021 USD ($) customer	Oct. 31, 2020 USD ($) customer	Oct. 31, 2019 USD ($) customer	Feb. 27, 2019 USD ($)
Significant Accounting Policies [Line Items]
Number of Customers Accounted for More Than 10% \| customer		0	0	0
Allowances of accounts receivable		$ 4,816	$ 3,498
Proceeds received from FreshRealm Separation Agreement recovery		$ 6,000		$ 1,154
FreshRealm
Significant Accounting Policies [Line Items]
Notes receivable from FreshRealm			$ 34,500	$ 34,500	$ 34,500
Proceeds received from FreshRealm Separation Agreement recovery	$ 6,000
Customer concentration [Member] \| Sales revenue [Member]
Significant Accounting Policies [Line Items]
Number of Customers \| customer		10
Concentration Risk Threshold Percentage		58.00%	56.00%	59.00%
Kroger [Member] \| Customer concentration [Member] \| Sales revenue [Member]
Significant Accounting Policies [Line Items]
Concentration Risk Threshold Percentage		16.00%	18.00%	21.00%
Walmart [Member] \| Customer concentration [Member] \| Sales revenue [Member]
Significant Accounting Policies [Line Items]
Concentration Risk Threshold Percentage		11.00%	12.00%	13.00%

Basis of Presentation and Significant Accounting Policies - Consignments (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019
Sales	$ 1,055,830	$ 1,059,371	$ 1,195,777
Cost of sales	998,405	969,473	1,067,695
Gross profit	57,425	89,898	128,082
Consignment Arrangements [Member]
Sales	52,287	64,922	64,510
Cost of sales	45,945	57,554	57,061
Gross profit	$ 6,342	$ 7,368	$ 7,449

- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

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Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Basis of Presentation and Significant Accounting Policies - Advertising Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019
Basis of Presentation and Significant Accounting Policies
Advertising costs	$ 0.4	$ 0.4	$ 0.3

Basis of Presentation and Significant Accounting Policies - Research and Development and Restructuring Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019
Significant Accounting Policies [Line Items]
Research and development costs	$ 0.3	$ 0.7
Investment Income, Dividend	0.6	$ 0.6	$ 0.6
Employee costs	0.6
Selling, general and administrative expenses
Significant Accounting Policies [Line Items]
Consulting fees	$ 0.9
Maximum
Significant Accounting Policies [Line Items]
Research and development costs			$ 0.1

Basis of Presentation and Significant Accounting Policies - Income per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019
Basis of Presentation and Significant Accounting Policies
Net income (loss) attributable to Calavo Growers, Inc.	$ (11,818)	$ (13,625)	$ 36,646
Weighted average shares - Basic	17,621	17,564	17,519
Effect of dilutive securities - Restricted stock/options			74
Weighted average shares - Diluted	17,621	17,564	17,593
Basic	$ (0.67)	$ (0.78)	$ 2.09
Diluted	$ (0.67)	$ (0.78)	$ 2.08

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Basis of Presentation and Significant Accounting Policies - Stock-Based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019
Basis of Presentation and Significant Accounting Policies
Stock-based compensation expense	$ 4,000	$ 4,500	$ 3,600

Basis of Presentation and Significant Accounting Policies - Foreign Currency (Details) - USD ($) $ in Millions	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019
Basis of Presentation and Significant Accounting Policies
Foreign currency gains (losses)	$ 0.9	$ (1.0)	$ (0.3)
Fixed rate long term obligation fair value	$ 7.1	$ 7.1

Basis of Presentation and Significant Accounting Policies - Comprehensive Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019	Nov. 01, 2018
Significant Accounting Policies [Line Items]
Capitalized implementation costs	$ 100
Capitalized implementation costs amortization	0
Retained earnings	57,364	$ 89,512
Comprehensive income	$ 0	0	$ 0
Cumulative effect adjustment
Significant Accounting Policies [Line Items]
Retained earnings		$ 923		$ 12,100

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

Basis of Presentation and Significant Accounting Policies - Noncontrolling Interest (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019
Noncontrolling Interest [Line Items]
Noncontrolling interest, beginning	$ 1,472
Net loss attributable to noncontrolling interest of Avocados de Jalisco	104	$ 216	$ 60
Noncontrolling interest, ending	1,368	1,472
Avocados de Jalisco
Noncontrolling Interest [Line Items]
Noncontrolling interest, beginning	1,472	1,688
Net loss attributable to noncontrolling interest of Avocados de Jalisco	(104)	(216)
Noncontrolling interest, ending	$ 1,368	$ 1,472	$ 1,688

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which is directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent (that is, noncontrolling interest, previously referred to as minority interest).

+ References + Details

Inventories (Details) - USD ($) $ in Thousands	12 Months Ended
Inventories (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Oct. 31, 2020
Fresh fruit	$ 17,648	$ 14,677
Packing supplies and ingredients	13,088	12,540
Finished prepared foods	10,021	14,570
Total inventories	40,757	$ 41,787
Project Uno, RFG food processing
Inventory write-down	$ 586

Property, Plant, and Equipment - Summary (Details) $ in Thousands		12 Months Ended
	Oct. 18, 2021 employee	Oct. 31, 2021 USD ($)	Oct. 31, 2020 USD ($)	Oct. 31, 2019 USD ($)
Property, Plant and Equipment
Property plant and equipment, Gross		$ 215,597	$ 214,173
Less accumulated depreciation and amortization		(97,317)	(83,903)
Total property, plant, and equipment, net		118,280	130,270
Depreciation expense		14,500	13,900	$ 13,000
Amortization of financing lease assets		1,799	1,043
Land
Property, Plant and Equipment
Property plant and equipment, Gross		11,008	11,008
Buildings and improvements
Property, Plant and Equipment
Property plant and equipment, Gross		46,133	44,984
Leasehold improvements
Property, Plant and Equipment
Property plant and equipment, Gross		25,114	33,047
Equipment
Property, Plant and Equipment
Property plant and equipment, Gross		115,942	108,505
Information systems - hardware and software
Property, Plant and Equipment
Property plant and equipment, Gross		11,598	11,385
Construction in progress
Property, Plant and Equipment
Property plant and equipment, Gross		5,802	$ 5,244
Project Uno, RFG food processing
Property, Plant and Equipment
Employee reduction \| employee	140
Project Uno, RFG food processing \| Leasehold improvements
Property, Plant and Equipment
Total property, plant, and equipment, net		$ 8,800

Other Assets - Other Assets (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Oct. 31, 2020
Statement of Financial Position [Abstract]
Mexican IVA (i.e. value-added) taxes receivable	$ 37,493	$ 30,126
Infrastructure advances to Agricola Belher and Agricola Don Memo	1,641	1,215
Other	1,366	1,217
Other assets	$ 40,500	$ 32,558

Other Assets - Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019
Finite-Lived Intangible Assets
Accum. Amortization	$ (13,536)	$ (11,982)
Intangibles, net	8,769	10,323
Finite and indefinite lived intangible assets gross	22,305	22,305
Amortization expense	1,600	1,100	$ 700
Brand name intangibles [Member]
Finite-Lived Intangible Assets
Gross carrying value and net book value	$ 275	275
Customer list/relationships [Member]
Finite-Lived Intangible Assets
Weighted-Average Useful Life	7 years
Gross Carrying Value	$ 17,340	17,340
Accum. Amortization	(9,989)	(8,613)
Net Book Value	$ 7,351	8,727
Trade names [Member]
Finite-Lived Intangible Assets
Weighted-Average Useful Life	11 years
Gross Carrying Value	$ 4,060	4,060
Accum. Amortization	(2,980)	(2,852)
Net Book Value	$ 1,080	1,208
Trade secrets/recipes [Member]
Finite-Lived Intangible Assets
Weighted-Average Useful Life	9 years
Gross Carrying Value	$ 630	630
Accum. Amortization	(567)	(517)
Net Book Value	$ 63	$ 113

Other Assets - Amortization (Details) $ in Millions	Oct. 31, 2021 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense for 2022	$ 1.6
Amortization expense for 2023	1.5
Amortization expense for 2024	1.5
Amortization expense thereafter	$ 4.1

Revolving Credit Facilities (Details) $ in Thousands			1 Months Ended
Revolving Credit Facilities (Details) $ in Thousands	Dec. 01, 2021 USD ($) shares	Jan. 29, 2021 USD ($)	Jun. 30, 2016	Oct. 31, 2021 USD ($) shares	Jan. 28, 2021 USD ($)	Oct. 31, 2020 USD ($) shares
Debt Instrument [Line Items]
Line of credit facility outstanding				$ 37,700
Limoneira
Debt Instrument [Line Items]
Investment shares held (in shares) \| shares				1,677,299		1,677,299
Total Facility
Debt Instrument [Line Items]
Credit available under borrowing agreement		$ 150,000
Line of credit facility outstanding				$ 2,500
Revolving Credit Facility
Debt Instrument [Line Items]
Credit agreement term		5 years
Increase in maximum borrowing capacity		$ 20,000
Credit available under borrowing agreement		$ 100,000			$ 80,000
Basis point increase	0.50%	0.25%
Weighted average interest rate (as a percent)				2.20%		1.90%
Line of credit facility outstanding				$ 37,700		$ 20,600
Commitment fee (as a percent)			0.15%
Fixed charge coverage ratio	1.15
Allowed advance	$ 25,000
Revolving Credit Facility \| Minimum
Debt Instrument [Line Items]
Quarterly consolidated leverage ratio		1.15%
Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Quarterly consolidated leverage ratio		2.50%
Revolving Credit Facility \| Tax Assessment 2013
Debt Instrument [Line Items]
Tax assessment excluded cash tax payments	$ 25,000
Revolving Credit Facility \| Limoneira
Debt Instrument [Line Items]
Investment shares held (in shares) \| shares	1,677,000
Fixed charge coverage ratio	1.15
Revolving Credit Facility \| LIBOR \| Minimum
Debt Instrument [Line Items]
Applicable margin (as a percent)		1.00%
Revolving Credit Facility \| LIBOR \| Maximum
Debt Instrument [Line Items]
Applicable margin (as a percent)		1.50%
Revolving Credit Facility \| Base Rate \| Minimum
Debt Instrument [Line Items]
Applicable margin (as a percent)		0.00%
Revolving Credit Facility \| Base Rate \| Maximum
Debt Instrument [Line Items]
Applicable margin (as a percent)		0.50%
Accordion Credit Facility
Debt Instrument [Line Items]
Credit available under borrowing agreement		$ 50,000			$ 130,000

Commitments and Contingencies - Commitments (Details) $ in Thousands	Oct. 18, 2021 employee	Oct. 31, 2021 USD ($)	Oct. 31, 2020 USD ($)	Jul. 31, 2019 USD ($)	Apr. 30, 2019 USD ($)
Long-term Purchase Commitment [Line Items]
Finance lease asset		$ 6,907	$ 6,830
Finance lease liability		7,140	7,059
Finance lease liability, current		1,587	$ 1,343
Indemnification Agreement
Long-term Purchase Commitment [Line Items]
Accrued liabilities		$ 0
Project Uno, RFG food processing
Long-term Purchase Commitment [Line Items]
Employee reduction \| employee	140
Temecula, California Packinghouse
Long-term Purchase Commitment [Line Items]
Portion retained by the entity (as a percent)					33.00%
Finance lease asset					$ 3,200
Finance lease liability					3,200
Finance lease liability, current					100
Temecula, California Packinghouse \| Disposal, by Sale
Long-term Purchase Commitment [Line Items]
Consideration for sale					$ 7,100
Conley, GA
Long-term Purchase Commitment [Line Items]
Finance lease asset				$ 2,800
Finance lease liability				$ 2,800
Finance lease term				10 years
Conley, GA \| Buildings and improvements
Long-term Purchase Commitment [Line Items]
Finance lease liability, current				$ 900
Conley, GA \| Equipment
Long-term Purchase Commitment [Line Items]
Finance lease liability, current				$ 600

Commitments and Contingencies - Litigation (Details) $ in Thousands, $ in Millions				1 Months Ended				12 Months Ended
	Jun. 25, 2021 USD ($)	Jun. 16, 2021 USD ($)	Jun. 16, 2021 MXN ($)	Jul. 31, 2021 USD ($)	Apr. 30, 2019 MXN ($)	Jul. 31, 2018 USD ($)	Jul. 31, 2018 MXN ($)	Oct. 31, 2021 USD ($)	Oct. 31, 2021 MXN ($)
Commitments And Contingencies [Line Items]
Settlement related fees								$ 1,797
Mexican Tax Authority \| Tax Assessment 2011
Commitments And Contingencies [Line Items]
Tax assessment				$ 108,200	$ 2,200.0
Mexican Tax Settlement		$ 2,400	$ 47.8
Settlement related fees		300
Mexican Tax Authority \| Tax Assessment 2011 \| Income Taxes [Member]
Commitments And Contingencies [Line Items]
Mexican Tax Settlement		1,500
Mexican Tax Authority \| Tax Assessment 2011 \| Value Added Taxes [Member]
Commitments And Contingencies [Line Items]
Mexican Tax Settlement		$ 900
Mexican Tax Authority \| Tax Assessment 2013
Commitments And Contingencies [Line Items]
Tax assessment						$ 127,900	$ 2,600.0	147,600	$ 3,000.0
Settlement related fees								600
Fixed assets net book value under lien	$ 26,000
Bank accounts under lien	$ 1,000
Percentage of tax on fruit purchase deposits	16.00%
Tax dispute liability accrued								11,000
Mexican Tax Authority \| Tax Assessment 2013 \| Employee Profit Sharing Liability [Member]
Commitments And Contingencies [Line Items]
Tax assessment								$ 5,800	$ 118.0

Related party transactions (Details) - USD ($) $ in Thousands	1 Months Ended			3 Months Ended		12 Months Ended			36 Months Ended
	Oct. 31, 2020	Aug. 31, 2020	Aug. 31, 2018	Apr. 30, 2021	Jan. 31, 2021	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019	Oct. 31, 2021	Jul. 31, 2021	Jul. 31, 2018	Jul. 31, 2015
Related Party Transaction [Line Items]
Dividend income from Limoneira						$ 600	$ 600	$ 600
Investments in unconsolidated entities	$ 6,065					4,346	6,065		$ 4,346
Advances to suppliers	5,061					6,693	5,061		6,693
Amount loaned								23,800
Proceeds received for repayment of related party loan						6,000		1,154
Prepaid expenses and other current assets
Related Party Transaction [Line Items]
Infrastructure advance	900						900
Agricola Belher
Related Party Transaction [Line Items]
Infrastructure advance						900			$ 900
Avocados de Jalisco
Related Party Transaction [Line Items]
Purchases from related parties						$ 13,000	8,300	2,500
Avocados de Jalisco \| Avocados de Jalisco
Related Party Transaction [Line Items]
Subsidiary ownership (as a percent)						83.00%			83.00%
Limoneira
Related Party Transaction [Line Items]
Dividend income from Limoneira						$ 500	500	500
Rent paid									$ 300
Limoneira \| Maximum
Related Party Transaction [Line Items]
Non-equity method investment ownership (as a percent)						10.00%			10.00%
Don Memo
Related Party Transaction [Line Items]
Purchases from related parties						$ 14,700	15,800	14,100
Ownership interest (as a percent)						50.00%			50.00%			50.00%
Investments in unconsolidated entities	6,100					$ 4,300	6,100	4,900	$ 4,300
Advances to suppliers	2,400					4,200	2,400	3,700	4,200
Amount loaned	700			$ 600	$ 700
Infrastructure advance	700					2,000	700		2,000
Tomato liability due to related party	1,800					3,000	1,800	900	3,000
Don Memo \| Prepaid expenses and other current assets
Related Party Transaction [Line Items]
Infrastructure advance	400					400	400		400
Don Memo \| Other long-term assets
Related Party Transaction [Line Items]
Infrastructure advance	300					1,600	300		1,600
Director
Related Party Transaction [Line Items]
Purchases from related parties						17,800	18,000	11,900
Accounts payable to related parties						0			0
Agricola Belher
Related Party Transaction [Line Items]
Purchases from related parties						16,300	26,900	19,500
Advances to suppliers	4,500					4,500	4,500	4,500	4,500
Commitment amount	4,500					4,500	4,500		4,500
Bridge loan to related parties										$ 3,500
Loan receivable fixed interest rate (as a percent)		7.25%								10.00%
Amount loaned			$ 3,000
Infrastructure advance	1,800		3,000				1,800	$ 2,600
Term of loans receivables		2 years
Annual repayment of advances		$ 900	$ 600
Agricola Belher \| LIBOR
Related Party Transaction [Line Items]
Advances variable interest rate (as a percent)			10.00%								3.00%
Agricola Belher \| Prepaid expenses and other current assets
Related Party Transaction [Line Items]
Infrastructure advance						$ 900			$ 900
Agricola Belher \| Other long-term assets
Related Party Transaction [Line Items]
Infrastructure advance	$ 900						$ 900

Related party transactions - FreshRealm (Details) - USD ($) $ in Thousands			1 Months Ended	3 Months Ended	12 Months Ended
	Feb. 03, 2021	Feb. 02, 2021	Jul. 31, 2021	Jul. 31, 2020	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019	Feb. 27, 2019
Related party
Loss on reserve					$ (6,130)	$ 37,322
Proceeds received for repayment of related party loan					6,000		$ 1,154
Goodwill					28,653	28,568
RFG
Related party
Goodwill					24,700	24,700
FreshRealm
Related party
VIE ownership (as a percent)		37.00%
Impairment of investment in FreshRealm				$ 2,800
Impairment of investment FreshRealm percentage				100.00%
Notes receivable from FreshRealm						$ 34,500	$ 34,500	$ 34,500
Loss on reserve				$ 34,500
Proceeds received for repayment of related party loan			$ 6,000
Loan write-off					$ 34,200
FreshRealm \| Promissory Notes
Related party
Notes receivable from FreshRealm	$ 5,000
Loan payoff amount	$ 6,000
Proceeds received for repayment of related party loan			$ 6,000

Income Taxes - Tax Provision (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019	Mar. 27, 2020
Income Taxes
CARES Act taxes receivable				$ 1,300
Current:
Federal	$ (3,449)	$ (5,684)	$ 9,146
State	323	(214)	2,516
Foreign	16,703	645	290
Total current	13,577	(5,253)	11,952
Deferred:
Federal	790	576	516
State	(343)	(505)	209
Foreign	(3,934)	260	205
Total deferred	(3,487)	331	930
Change in valuation allowance	657	630
Total income tax provision (benefit)	$ 10,747	$ (4,292)	$ 12,882

Income Taxes - Deferred Taxes Assets (Liabilities) (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Oct. 31, 2020
Income Taxes
Gross deferred tax assets	$ 29,300	$ 31,500
Gross deferred tax liabilities	22,700	28,400
Property, plant, and equipment	(4,764)	(11,552)
Intangible assets	5,051	6,861
Unrealized gain, Limoneira investment	(1,138)	(116)
Investment in FreshRealm, deferred asset		1,096
Stock-based compensation	511	812
State taxes	(498)	(592)
Credits and incentives	1,808	1,345
Allowance for accounts receivable	1,259	1,165
Inventories	507	864
Accrued liabilities	2,067	2,119
Operating lease - Right of use assets	(15,839)	(15,732)
Operating lease liabilities	17,040	16,895
Net operating loss	1,093	369
Valuation allowance	(1,291)	(631)
Other	(490)	(417)
Long-term deferred income taxes	5,316	2,486
State
Income Taxes
Operating loss carryforwards	19,000	7,200
Federal
Income Taxes
Operating loss carryforwards	$ 6,700	$ 11,800

Income Taxes - Rate reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019
Federal statutory tax rate	21.00%	21.00%	21.00%
State taxes, net of federal effects	11.60%	4.40%	3.70%
Rate differential on NOL carryback	125.80%	6.20%
Foreign income tax rate differential	16.10%	(2.30%)	0.40%
Mexican tax assessments	(1059.90%)
Stock based compensation	(16.70%)
Provision to return	39.20%	(2.50%)	0.70%
State rate change	9.20%	(0.10%)	(0.20%)
Valuation allowance	(44.10%)	(2.70%)
Other	(15.50%)	(0.30%)	0.40%
Effective Income Tax Rate, Total	(913.30%)	23.70%	26.00%
Domestic operations income (loss) before taxes	$ (5,000)	$ (18,900)	$ 47,900
Foreign operations income (loss) before taxes	3,800	800	1,600
Unrecognized tax benefits	11,303	72	$ 72
Tax Assessment 2013
Unrecognized tax benefits	$ 11,300	$ 100

Income Taxes - Unrecognized taxes reconciliation (Details) $ in Thousands	12 Months Ended
	Oct. 31, 2021 USD ($)
Reconciliation of gross unrecognized taxes
Beginning balance	$ 72
Gross increase - Tax positions in prior periods	131
Gross increase - Tax positions in current period	11,100
Ending balance	$ 11,303

Segment Information - Gross Profit (Detail) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019
Segment reporting information
Net sales	$ 1,055,830	$ 1,059,371	$ 1,195,777
Cost of sales	998,405	969,473	1,067,695
Gross profit (loss)	57,425	89,898	128,082
Elimination between Fresh products and RFG
Segment reporting information
Sales and Cost of Sales Eliminated	2,500	1,700	1,800
Elimination between Calavo Foods and RFG
Segment reporting information
Sales and Cost of Sales Eliminated	4,200	4,000	4,000
Operating segments \| Fresh products
Segment reporting information
Net sales	588,527	585,052	621,183
Cost of sales	540,740	537,489	534,600
Gross profit (loss)	47,787	47,563	86,583
Operating segments \| RFG
Segment reporting information
Net sales	77,566	75,220	94,734
Cost of sales	64,426	54,277	73,735
Gross profit (loss)	13,140	20,943	20,999
Operating segments \| Calavo Foods
Segment reporting information
Net sales	396,472	404,723	486,063
Cost of sales	399,974	383,331	465,563
Gross profit (loss)	(3,502)	21,392	20,500
Intercompany Eliminations
Segment reporting information
Net sales	(6,735)	(5,624)	(6,203)
Cost of sales	$ (6,735)	$ (5,624)	$ (6,203)

Segment Information - Sales by Product (Details) $ in Thousands	12 Months Ended
	Oct. 31, 2021 USD ($) segment	Oct. 31, 2020 USD ($)	Oct. 31, 2019 USD ($)
Segment reporting information
Number of reportable segments \| segment	3
Total gross sales	$ 1,077,924	$ 1,075,057	$ 1,215,409
Less sales allowances	(15,359)	(10,062)	(13,429)
Net sales	1,055,830	1,059,371	1,195,777
Avocados
Segment reporting information
Total gross sales	536,969	521,542	569,779
Tomatoes
Segment reporting information
Total gross sales	43,658	53,922	40,879
Papayas
Segment reporting information
Total gross sales	10,884	10,529	10,931
Other fresh products
Segment reporting information
Total gross sales	693	327	1,353
Prepared avocado products
Segment reporting information
Total gross sales	79,919	79,382	100,842
Salsa
Segment reporting information
Total gross sales	2,784	2,783	3,252
Fresh-cut fruit & veg. and prepared foods
Segment reporting information
Total gross sales	403,017	406,572	488,373
Fresh products
Segment reporting information
Total gross sales	592,204	586,320	622,942
Less sales allowances	(3,677)	(1,268)	(1,759)
Net sales	586,030	583,401	618,937
Fresh products \| Avocados
Segment reporting information
Total gross sales	536,969	521,542	569,779
Fresh products \| Tomatoes
Segment reporting information
Total gross sales	43,658	53,922	40,879
Fresh products \| Papayas
Segment reporting information
Total gross sales	10,884	10,529	10,931
Fresh products \| Other fresh products
Segment reporting information
Total gross sales	693	327	1,353
RFG
Segment reporting information
Total gross sales	82,703	82,165	104,094
Less sales allowances	(5,137)	(6,945)	(9,360)
Net sales	73,328	71,247	90,777
RFG \| Prepared avocado products
Segment reporting information
Total gross sales	79,919	79,382	100,842
RFG \| Salsa
Segment reporting information
Total gross sales	2,784	2,783	3,252
Calavo Foods
Segment reporting information
Total gross sales	403,017	406,572	488,373
Less sales allowances	(6,545)	(1,849)	(2,310)
Net sales	396,472	404,723	486,063
Calavo Foods \| Fresh-cut fruit & veg. and prepared foods
Segment reporting information
Total gross sales	403,017	406,572	488,373
Intercompany Eliminations
Segment reporting information
Net sales	(6,735)	(5,624)	(6,203)
Intercompany Eliminations \| Fresh products
Segment reporting information
Net sales	(2,497)	(1,651)	(2,246)
Intercompany Eliminations \| RFG
Segment reporting information
Net sales	$ (4,238)	$ (3,973)	$ (3,957)

Segment Information - Concentrations (Details) $ in Thousands	12 Months Ended
	Oct. 31, 2021 USD ($) customer	Oct. 31, 2020 USD ($) customer	Oct. 31, 2019 customer
Segment reporting information
Goodwill \| $	$ 28,653	$ 28,568
Fresh products
Segment reporting information
Goodwill \| $	4,000	3,900
RFG
Segment reporting information
Goodwill \| $	$ 24,700	$ 24,700
Sales revenue [Member] \| Customer concentration [Member]
Segment reporting information
Number of customers \| customer	10
Concentration Risk Threshold Percentage	58.00%	56.00%	59.00%
Sales revenue [Member] \| Customer concentration [Member] \| Fresh products
Segment reporting information
Number of customers \| customer	1	1	1
Sales revenue [Member] \| Customer concentration [Member] \| RFG
Segment reporting information
Number of customers \| customer	1	1	1
Minimum \| Sales revenue [Member] \| Customer concentration [Member] \| Fresh products
Segment reporting information
Concentration Risk Threshold Percentage	10.00%	10.00%	10.00%
Minimum \| Sales revenue [Member] \| Customer concentration [Member] \| RFG
Segment reporting information
Concentration Risk Threshold Percentage	10.00%	10.00%	10.00%

Segment Information - Geographic (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019
Segment reporting information
Net sales	$ 1,055,830	$ 1,059,371	$ 1,195,777
Long-lived assets	118,280	130,270
Foreign currency gains (losses)	900	(1,000)	(300)
Outside United States [Member]
Segment reporting information
Net sales	34,800	29,700	$ 42,500
United States [Member]
Segment reporting information
Long-lived assets	81,059	95,110
Mexico [Member]
Segment reporting information
Long-lived assets	$ 37,221	$ 35,160

- Definition

+ References

+ Details

Long-Term Obligations - Summary (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Oct. 31, 2020
Long-Term Obligations
Capital leases	$ 7,140	$ 7,059
Less current portion	$ (1,587)	$ (1,343)
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	Long-term Debt and Capital Lease Obligations, Current	Long-term Debt and Capital Lease Obligations, Current
Finance lease liability, noncurrent	$ 5,553	$ 5,716
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Long-term Debt and Capital Lease Obligations	Long-term Debt and Capital Lease Obligations

Long-Term Obligations - Details (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	12 Months Ended
	Apr. 30, 2019	Apr. 30, 2019	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019	Jul. 31, 2019
Long-term Purchase Commitment [Line Items]
Recorded gain on sale of business			$ 216	$ 216	$ 2,077
Finance lease asset			6,907	6,830
Finance lease liability			7,140	7,059
Finance lease liability, current			1,587	1,343
Finance lease liability, non-current			$ 5,553	$ 5,716
Temecula, California Packinghouse
Long-term Purchase Commitment [Line Items]
Portion retained by the entity (as a percent)	33.00%	33.00%
Finance lease asset	$ 3,200	$ 3,200
Finance lease liability	3,200	3,200
Finance lease liability, current	100	100
Finance lease liability, non-current	3,100	3,100
Temecula, California Packinghouse \| Disposal, by Sale
Long-term Purchase Commitment [Line Items]
Consideration for sale	7,100	7,100
Total gain on sale of business	6,400
Recorded gain on sale of business		1,900
Deferred gain on sale of business	$ 4,500	$ 4,500
Conley, GA
Long-term Purchase Commitment [Line Items]
Finance lease asset						$ 2,800
Finance lease liability						$ 2,800
Finance lease term						10 years
Conley, GA \| Buildings and improvements
Long-term Purchase Commitment [Line Items]
Finance lease liability, current						$ 900
Conley, GA \| Equipment
Long-term Purchase Commitment [Line Items]
Finance lease liability, current						$ 600

Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands					1 Months Ended						12 Months Ended
	Oct. 11, 2021	Nov. 02, 2020	Dec. 18, 2019	Dec. 14, 2018	Sep. 30, 2021	Jun. 30, 2021	Apr. 30, 2021	Jan. 31, 2020	Jan. 31, 2019	Jan. 31, 2018	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019	Apr. 30, 2011
Share-based Compensation
Stock-based compensation expense											$ 4,000	$ 4,500	$ 3,600
Restricted Stock [Member]
Share-based Compensation
Restricted shares granted (in shares)	8,199										36
Restricted stock closing price awarded (in dollars per share)	$ 36.59										$ 61.00
Stock-based compensation expense	$ 100										$ 4,000	4,500
Annual incremental vesting percentage	33.00%
Forfeited, Number of Shares											6
Vested, Number of Shares											63
Restricted Stock [Member] \| Chief Financial Officer [Member]
Share-based Compensation
Stock-based compensation expense											$ 100
Forfeited, Number of Shares						5,598
Restricted Stock [Member] \| Non-employee directors [Member]
Share-based Compensation
Restricted shares granted (in shares)		16,500						18,000	21,000
Restricted stock closing price awarded (in dollars per share)								$ 67.97	$ 87.21	$ 71.56
Vesting period		1 year							1 year
Stock-based compensation expense												1,100	$ 1,600
Per employee restricted shares granted (in shares)		1,500						1,500	1,750
Restricted Stock [Member] \| Executive officers [Member]
Share-based Compensation
Restricted shares granted (in shares)		9,334	31,158	14,522
Restricted stock closing price awarded (in dollars per share)		$ 67.97	$ 87.63	$ 85.67
Stock-based compensation expense											$ 1,000	$ 1,400
Annual incremental vesting percentage												33.00%	33.00%
Restricted Stock [Member] \| Key Employees [Member]
Share-based Compensation
Vesting period											2 years
Restricted Stock [Member] \| Chief Executive Officer [Member]
Share-based Compensation
Stock-based compensation expense					$ 700		$ 300				$ 700
Stock Options [Member]
Share-based Compensation
Award expiration period					5 years
Vesting period					2 years
Options granted (in shares)					5,000
Option grant date fair value					$ 200						98
Option grant date fair value (in dollars per share)					$ 39.20
Unrecognized stock based compensation expenses											$ 200
Unrecognized compensation cost period											24 months
2011 Management Incentive Plan [Member]
Share-based Compensation
Common stock shares authorized (in shares)														1,500,000
2020 Management Incentive Plan [Member]
Share-based Compensation
Common stock shares authorized (in shares)							1,500,000
Award expiration period							5 years

Stock-Based Compensation - Restricted Stock (Details) - Restricted Stock [Member] - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Oct. 11, 2021	Oct. 31, 2021
Share-based Compensation
Outstanding, Number of Shares, Beginning Balance		76
Vested, Number of Shares		(63)
Forfeited, Number of Shares		(6)
Granted, Number of Shares	8,199	36
Outstanding, Number of Shares, Ending Balance		43
Outstanding, Weighted-Average Exercise Price, balance balance		$ 80.45
Vested, Weighted-Average Grant Price		77.08
Forfeited, Weighted-Average Grant Price		64.47
Granted, Weighted-Average Grant Price	$ 36.59	61.00
Outstanding, Weighted-Average Exercise Price, ending balance		$ 64.89
Aggregate Intrinsic Value		$ 1,745

Stock-Based Compensation - Stock Option (Details) - Stock Options [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020
Share-based Compensation
Outstanding, Number of Shares, Beginning Balance	16
Exercised, Number of Shares	(2)
Outstanding, Number of Shares, Ending Balance	14	16
Exercisable, Number of Shares	12
Outstanding, Weighted-Average Exercise Price	$ 44.21
Exercised, Weighted-Average Exercise Price	23.48
Outstanding, Weighted-Average Exercise Price, ending balance	47.17	$ 44.21
Exercisable, Weighted-Average Exercise Price	$ 45.59
Outstanding, Aggregate Intrinsic Value	$ 98
Exercisable, Aggregate Intrinsic Value	$ 65
Outstanding stock options, weighted-average remaining contractual term	2 years 6 months
Exercisable stock options, weighted-average remaining contractual term	2 years 6 months
Estimated fair market value of options	$ 100	$ 800

Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands				12 Months Ended
	Dec. 03, 2021	Oct. 29, 2021	Dec. 04, 2020	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019
Dividends
Dividend declared per share		$ 1.15	$ 1.15	$ 1.15	$ 1.15	$ 1.10
Dividend amount paid to shareholders	$ 20,300		$ 20,300	$ 20,343	$ 19,354	$ 17,568

Fair Value Measurements (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019
Assets at Fair Value:
Unrealized investment gain			$ 2,247
Limoneira
Assets at Fair Value:
Limoneira's stock price	$ 16.13	$ 13.83	$ 18.92
Limoneira
Assets at Fair Value:
Number of securities sold			51,271
Loss on sale of investments			$ 100
Investment shares held (in shares)	1,677,299	1,677,299
Unrealized gains (losses) recorded	$ (3,900)	$ (8,500)
Limoneira \| Maximum
Assets at Fair Value:
Non-equity method investment ownership (as a percent)	10.00%
Fair Value, Measurements, Recurring
Assets at Fair Value:
Total assets at fair value	$ 27,055	23,197
Fair Value, Measurements, Recurring \| Limoneira
Assets at Fair Value:
Investment in Limoneira Company	27,055	23,197
Fair Value, Measurements, Recurring \| Level 1
Assets at Fair Value:
Total assets at fair value	27,055	23,197
Fair Value, Measurements, Recurring \| Level 1 \| Limoneira
Assets at Fair Value:
Investment in Limoneira Company	$ 27,055	$ 23,197

Mexican IVA taxes receivable (Details) $ in Millions, $ in Millions	12 Months Ended
	Oct. 31, 2021 USD ($)	Oct. 31, 2021 MXN ($)	Oct. 31, 2020 USD ($)	Oct. 31, 2020 MXN ($)
IVA receivables
IVA receivables balance	$ 37.5	$ 762.1	$ 30.2	$ 640.7
Minimum
IVA receivables
Estimated term for resolution of law suits	2 years
Maximum
IVA receivables
Estimated term for resolution of law suits	3 years

FreshRealm Separation (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended	12 Months Ended
FreshRealm Separation (Details) - USD ($) $ in Thousands	Feb. 03, 2021	Jul. 31, 2021	Jul. 31, 2020	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019	Feb. 27, 2019
Related Party Transaction [Line Items]
Loss on reserve				$ (6,130)	$ 37,322
Amount loaned						$ 23,800
Proceeds received for repayment of related party loan				6,000		1,154
FreshRealm
Related Party Transaction [Line Items]
Notes receivable from FreshRealm					$ 34,500	$ 34,500	$ 34,500
Loss on reserve			$ 34,500
Proceeds received for repayment of related party loan		$ 6,000
Receivable proceeds event of sale (as a percent)		20.00%
Threshold values of the private placement for VIE company	$ 35,000
Amount of sale or success event				$ 0
FreshRealm \| Success Event is equal to or greater than $100 million, but less than $230 million
Related Party Transaction [Line Items]
Value threshold of success event	100,000
Receivable upon closing of success event	10,000
FreshRealm \| Success Event is equal to or greater than $100 million, but less than $230 million \| Minimum
Related Party Transaction [Line Items]
Value threshold of success event	100,000
FreshRealm \| Success Event is equal to or greater than $100 million, but less than $230 million \| Maximum
Related Party Transaction [Line Items]
Value threshold of success event	230,000
FreshRealm \| Success Event is equal to or greater than $230 million, but less than $380 million
Related Party Transaction [Line Items]
Receivable upon closing of success event	20,000
FreshRealm \| Success Event is equal to or greater than $230 million, but less than $380 million \| Minimum
Related Party Transaction [Line Items]
Value threshold of success event	230,000
FreshRealm \| Success Event is equal to or greater than $230 million, but less than $380 million \| Maximum
Related Party Transaction [Line Items]
Value threshold of success event	380,000
FreshRealm \| Success Event is equal to or greater than $380 Million
Related Party Transaction [Line Items]
Value threshold of success event	380,000
Receivable upon closing of success event	34,000
FreshRealm \| Promissory Notes
Related Party Transaction [Line Items]
Notes receivable from FreshRealm	5,000
Amount loaned	5,000
Loan payoff amount	$ 6,000
Proceeds received for repayment of related party loan		$ 6,000

Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Nov. 01, 2019	Oct. 31, 2019	Oct. 31, 2018
Leases
Operating lease liability	$ 64,378
Other long-term liabilities	3,081	$ 3,302
Total shareholders' equity	$ 226,883	256,002		$ 285,869	$ 264,959
Lease, Practical Expedients, Package [true false]	true
Lease-related assets and liabilities
Operating lease assets	$ 59,842	$ 60,262
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Operating lease assets	Operating lease assets
Finance lease asset	$ 6,907	$ 6,830
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization
Total	$ 66,749	$ 67,092
Current portion of operating leases	$ 6,817	$ 6,443
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Current portion of operating leases	Current portion of operating leases
Finance lease liability, current	$ 1,587	$ 1,343
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	Long-term Debt and Capital Lease Obligations, Current	Long-term Debt and Capital Lease Obligations, Current
Long-term operating leases, less current portion	$ 57,561	$ 58,273
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Long-term operating leases, less current portion
Finance lease liability, noncurrent	$ 5,553	$ 5,716
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Long-term Debt and Capital Lease Obligations	Long-term Debt and Capital Lease Obligations
Total	$ 71,518	$ 71,775
Weighted-average remaining lease term: Operating leases	10 years 1 month 6 days	10 years
Weighted-average remaining lease term: Finance leases	7 years 1 month 6 days	7 years 10 months 24 days
Weighted-average discount rate: Operating leases	2.80%	2.83%
Weighted-average discount rate: Finance leases	3.20%	3.28%
Cumulative effect adjustment \| ASU, Leases
Leases
Operating lease liability			$ 69,600
Deferred rent and incentives			(3,700)
Other long-term liabilities			(1,200)
Total shareholders' equity			900
Lease-related assets and liabilities
Operating lease assets			$ 65,700

Leases - Costs and Other Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020
Lease costs
Amortization of financing lease assets	$ 1,799	$ 1,043
Operating lease cost	9,152	8,271
Short-term lease cost	2,981	996
Sublease income	(704)
Variable lease cost	275	2,865
Interest on financing lease liabilities	235	235
Total lease cost	13,738	13,410
Operating cash flows for operating leases	7,200	7,689
Financing cash flows for finance leases	1,672	1,115
Operating cash flows for finance leases	235	235
Right of use assets obtained for operating lease	$ 1,000	$ 1,100

Leases - Undiscounted Future Payments (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Oct. 31, 2020
Operating Leases
2022	$ 8,514
2023	8,271
2024	7,782
2025	6,878
2026	6,586
Thereafter	36,319
Total lease payments	74,350
Less: imputed interest	9,972
Operating lease liability	64,378
Finance Leases
2022	1,838
2023	1,684
2024	1,099
2025	623
2026	409
Thereafter	2,467
Total lease payments	8,120
Less: imputed interest	980
Finance lease liability	$ 7,140	$ 7,059

Closure of RFG Florida facility (Details) $ in Thousands		12 Months Ended
Closure of RFG Florida facility (Details) $ in Thousands	Oct. 18, 2021 employee	Oct. 31, 2021 USD ($)	Oct. 31, 2020 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Property, plant, and equipment, net		$ 118,280	$ 130,270
Operating lease right-of-use assets		59,842	$ 60,262
Operating lease liability		64,378
Impairment and other charges
Total		9,748
Project Uno, RFG food processing
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Employee reduction \| employee	140
Operating lease right-of-use assets		4,800
Operating lease liability		6,000
Impairment and other charges
Leasehold improvements		8,731
Inventory		586
Employee severance		352
Other assets		79
Total		9,748
Project Uno, RFG food processing \| Leasehold improvements
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Property, plant, and equipment, net		$ 8,800

Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2019
FreshRealm
Valuation and Qualifying Accounts Disclosure [Line Items]
Loan write-off	$ 34,200
Allowance for Customer Deductions [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at beginning of year	1,892	$ 1,954	$ 1,850
Additions	12,079	8,490	12,211
Deductions	10,644	8,552	12,107
Balance at end of year	3,327	1,892	1,954
Allowance for Doubtful Accounts [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at beginning of year	1,606	1,412	1,377
Additions		194	35
Deductions	117
Balance at end of year	$ 1,489	$ 1,606	$ 1,412