0001558370-23-010838 | 10-Q | XBRL Viewer

Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Apr. 30, 2023	Jan. 31, 2023	Apr. 30, 2022	Jan. 31, 2022	Apr. 30, 2023	Apr. 30, 2022
Earnings per share
Net loss attributable to Calavo Growers, Inc.	$ (3,995)	$ (3,068)	$ (191)	$ (4,043)	$ (7,063)	$ (4,234)
Weighted average shares - Basic (in shares)	17,721,000		17,664,000		17,697,000	17,659,000
Weighted average shares - Diluted (in shares)	17,721,000		17,664,000		17,697,000	17,659,000
Basic (in dollars per shares)	$ (0.23)		$ (0.01)		$ (0.40)	$ (0.24)
Diluted (in dollars per shares)	$ (0.23)		$ (0.01)		$ (0.40)	$ (0.24)
Antidilutive shares excluded from EPS (in shares)	162,000		92,000		160,000	59,000

- 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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- Definition

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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- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Noncontrolling interest

6 Months Ended

Apr. 30, 2023

Noncontrolling interest.

Noncontrolling interest

8.	Noncontrolling interest

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


	Three months ended		Three months ended
Avocados de Jalisco noncontrolling interest	April 30, 2023		April 30, 2022

Noncontrolling interest, beginning	$	1,288	$	1,251
Net income (loss) attributable to noncontrolling interest of Avocados de Jalisco		35		(85)
Noncontrolling interest, ending	$	1,323	$	1,166


	Six months ended		Six months ended
Avocados de Jalisco noncontrolling interest	April 30, 2023		April 30, 2022

Noncontrolling interest, beginning	$	1,015	$	1,368
Net income (loss) attributable to noncontrolling interest of Avocados de Jalisco		308		(202)
Noncontrolling interest, ending	$	1,323	$	1,166

Information regarding our operations in different segments

6 Months Ended

Apr. 30, 2023

Information regarding our operations in different segments

Information regarding our operations in different segments

2. Information regarding our operations in different segments

We report our operations in two different business segments: Grown and Prepared. The Grown segment consists of fresh avocados, tomatoes and papayas. The Prepared segment comprises all other products including fresh cut fruits and vegetables, ready-to-eat sandwiches, wraps, salads and snacks, guacamole, and salsa sold at retail and food service as well as avocado pulp sold to foodservice. These two business segments are presented based on how information is used by our Chief Executive Officer to measure performance and allocate resources. 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. Prior year information has been recast to conform with the new segment disclosures which was effective as of the third quarter of fiscal year 2022. The sales data in the following tables is presented in thousands:


	Three months ended April 30, 2023						Three months ended April 30, 2022

	Grown		Prepared		Total		Grown		Prepared		Total

Avocados	$	122,907	$	—	$	122,907	$	191,754	$	—	$	191,754
Tomatoes		16,376		—		16,376		17,353		—		17,353
Papayas		2,528		—		2,528		2,743		—		2,743
Other fresh income		50		—		50		8		—		8
Fresh-cut products		—		87,919		87,919		—		102,986		102,986
Guacamole		—		18,688		18,688		—		19,742		19,742
Salsa		—		261		261		—		403		403
Total gross sales		141,861		106,868		248,729		211,858		123,131		334,989
Less sales allowances		(1,188)		(2,480)		(3,668)		(861)		(2,224)		(3,085)
Less inter-company eliminations		(372)		—		(372)		(486)		—		(486)
Net sales	$	140,301	$	104,388	$	244,689	$	210,511	$	120,907	$	331,418


	Six months ended April 30, 2023						Six months ended April 30, 2022

	Grown		Prepared		Total		Grown		Prepared		Total

Avocados	$	225,530	$	—	$	225,530	$	342,258	$	—	$	342,258
Tomatoes		30,007		—		30,007		27,340		—		27,340
Papayas		5,855		—		5,855		5,783		—		5,783
Other fresh income		65		—		65		33		—		33
Fresh-cut products		—		182,438		182,438		—		199,263		199,263
Guacamole		—		34,552		34,552		—		37,371		37,371
Salsa		—		707		707		—		824		824
Total gross sales		261,457		217,697		479,154		375,414		237,458		612,872
Less sales allowances		(2,715)		(4,854)		(7,569)		(1,832)		(4,440)		(6,272)
Less inter-company eliminations		(692)		—		(692)		(1,090)		—		(1,090)
Net sales	$	258,050	$	212,843	$	470,893	$	372,492	$	233,018	$	605,510


					Interco.
	Grown		Prepared		Elimins.		Total

	(All amounts are presented in thousands)
Three months ended April 30, 2023
Net sales	$	140,673	$	104,388	$	(372)	$	244,689
Cost of sales		128,074		101,950		(372)		229,652
Gross profit	$	12,599	$	2,438	$	—	$	15,037

Three months ended April 30, 2022
Net sales	$	210,997	$	120,907	$	(486)	$	331,418
Cost of sales		192,841		117,322		(486)		309,677
Gross profit	$	18,156	$	3,585	$	—	$	21,741


					Interco.
	Grown		Prepared		Elimins.		Total

	(All amounts are presented in thousands)
Six months ended April 30, 2023
Net sales	$	258,742	$	212,843	$	(692)	$	470,893
Cost of sales		236,662		205,454		(692)		441,424
Gross profit	$	22,080	$	7,389	$	—	$	29,469

Six months ended April 30, 2022
Net sales	$	373,582	$	233,018	$	(1,090)	$	605,510
Cost of sales		343,760		227,871		(1,090)		570,541
Gross profit	$	29,822	$	5,147	$	—	$	34,969

For the three months ended April 30, 2023 and 2022, intercompany sales and cost of sales of $0.4 million and $0.5 million between Grown products and Prepared products were eliminated. For the six months ended April 30, 2023 and 2022, intercompany sales and cost of sales of $0.7 million and $1.1 million between Grown products and Prepared products were eliminated.

Sales to customers outside the U.S. were approximately $7.9 million, and $8.3 million for the three months ended April 30, 2023 and 2022. Sales to customers outside the U.S. were approximately $15.5 million, and $15.4 million for the six months ended April 30, 2023 and 2022.

Our foreign operations in Mexico are subject to exchange rate fluctuations and foreign currency transaction costs. The functional currency of our foreign subsidiaries in Mexico is the United States dollar (U.S. 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 and foreign currency transactions are recognized within cost of sales. We recognized foreign currency remeasurement gains in the current quarter. These gains were due primarily to certain long-term net peso receivables. Foreign currency remeasurement gains, net of losses, for the three and six months ended April 30, 2023 were $0.9 million and $2.2 million respectively. Foreign currency remeasurement losses, net of gains, for the three and six months ended April 30, 2022 were $0.3 million and $0.9 million respectively.

The net carrying value of long-lived assets attributed to geographic areas as of April 30, 2023 and October 31, 2022, are as follows (in thousands):


	United States		Mexico		Consolidated
April 30, 2023	$	78,732	$	36,354	$	115,086
October 31, 2022	$	77,208	$	36,102	$	113,310

- 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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

+ Details

Information regarding our operations in different segments (Tables)

6 Months Ended

Apr. 30, 2023

Information regarding our operations in different segments

Schedule of sales by product and segment


	Three months ended April 30, 2023						Three months ended April 30, 2022

	Grown		Prepared		Total		Grown		Prepared		Total

Avocados	$	122,907	$	—	$	122,907	$	191,754	$	—	$	191,754
Tomatoes		16,376		—		16,376		17,353		—		17,353
Papayas		2,528		—		2,528		2,743		—		2,743
Other fresh income		50		—		50		8		—		8
Fresh-cut products		—		87,919		87,919		—		102,986		102,986
Guacamole		—		18,688		18,688		—		19,742		19,742
Salsa		—		261		261		—		403		403
Total gross sales		141,861		106,868		248,729		211,858		123,131		334,989
Less sales allowances		(1,188)		(2,480)		(3,668)		(861)		(2,224)		(3,085)
Less inter-company eliminations		(372)		—		(372)		(486)		—		(486)
Net sales	$	140,301	$	104,388	$	244,689	$	210,511	$	120,907	$	331,418


	Six months ended April 30, 2023						Six months ended April 30, 2022

	Grown		Prepared		Total		Grown		Prepared		Total

Avocados	$	225,530	$	—	$	225,530	$	342,258	$	—	$	342,258
Tomatoes		30,007		—		30,007		27,340		—		27,340
Papayas		5,855		—		5,855		5,783		—		5,783
Other fresh income		65		—		65		33		—		33
Fresh-cut products		—		182,438		182,438		—		199,263		199,263
Guacamole		—		34,552		34,552		—		37,371		37,371
Salsa		—		707		707		—		824		824
Total gross sales		261,457		217,697		479,154		375,414		237,458		612,872
Less sales allowances		(2,715)		(4,854)		(7,569)		(1,832)		(4,440)		(6,272)
Less inter-company eliminations		(692)		—		(692)		(1,090)		—		(1,090)
Net sales	$	258,050	$	212,843	$	470,893	$	372,492	$	233,018	$	605,510

Schedule of segment gross margin


					Interco.
	Grown		Prepared		Elimins.		Total

	(All amounts are presented in thousands)
Three months ended April 30, 2023
Net sales	$	140,673	$	104,388	$	(372)	$	244,689
Cost of sales		128,074		101,950		(372)		229,652
Gross profit	$	12,599	$	2,438	$	—	$	15,037

Three months ended April 30, 2022
Net sales	$	210,997	$	120,907	$	(486)	$	331,418
Cost of sales		192,841		117,322		(486)		309,677
Gross profit	$	18,156	$	3,585	$	—	$	21,741


					Interco.
	Grown		Prepared		Elimins.		Total

	(All amounts are presented in thousands)
Six months ended April 30, 2023
Net sales	$	258,742	$	212,843	$	(692)	$	470,893
Cost of sales		236,662		205,454		(692)		441,424
Gross profit	$	22,080	$	7,389	$	—	$	29,469

Six months ended April 30, 2022
Net sales	$	373,582	$	233,018	$	(1,090)	$	605,510
Cost of sales		343,760		227,871		(1,090)		570,541
Gross profit	$	29,822	$	5,147	$	—	$	34,969

Schedule of long-lived assets by geographic areas

The net carrying value of long-lived assets attributed to geographic areas as of April 30, 2023 and October 31, 2022, are as follows (in thousands):


	United States		Mexico		Consolidated
April 30, 2023	$	78,732	$	36,354	$	115,086
October 31, 2022	$	77,208	$	36,102	$	113,310

Stock-Based Compensation - Fair Value Input (Details) - Stock options	1 Months Ended
	Mar. 31, 2023
Risk-free interest rate	4.31%
Expected volatility	35.00%
Dividend yield	1.60%
Expected life (years)	3 years

Description of the business

6 Months Ended

Apr. 30, 2023

Description of the business

Description of the business

1. Description of the business

Business

Calavo Growers, Inc. (referred to in this report as “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 we report our operations in two different business segments: Grown and Prepared.

Basis of Presentation

The accompanying unaudited consolidated condensed financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments, consisting of adjustments of a normal recurring nature necessary to present fairly the Company’s financial position, results of operations and cash flows. The results of operations for interim periods are not necessarily indicative of the results that may be expected for a full year. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2022.

Credit Facility (Details) $ in Thousands	Nov. 01, 2022	Apr. 30, 2023 USD ($)	Oct. 31, 2022 USD ($)
Debt
Borrowings pursuant to credit facilities, long-term		$ 22,200	$ 1,200
Total Facility
Debt
Letters of credit outstanding		$ 3,200	$ 3,200
Revolving Credit Facility
Debt
Weighted average interest rate (as a percent)		6.20%	4.90%
Borrowings pursuant to credit facilities, long-term		$ 22,200	$ 1,200
Remaining credit available		$ 18,300
Adjusted fixed charge coverage ratio	1.20

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Other assets and Intangibles

6 Months Ended

Apr. 30, 2023

Other assets and Intangibles

Other assets and Intangibles

5.	Other assets and Intangibles

Other assets consist of the following (in thousands):


	April 30,		October 31,
	2023		2022
Mexican IVA (i.e. value-added) taxes receivable	$	49,764	$	43,625
Infrastructure advances to Agricola Belher		1,241		1,241
Bridge loan to Agricola Belher		—		1,700
Other		491		604
Total	$	51,496	$	47,170

Intangible assets consist of the following (in thousands):


		April 30, 2023						October 31, 2022
	Weighted-	Gross				Net		Gross				Net
	Average	Carrying		Accum.		Book		Carrying		Accum.		Book
	Useful Life	Value		Amortization		Value		Value		Amortization		Value
Customer list/relationships	8 years	$	17,340	$	(12,065)	$	5,275	$	17,340	$	(11,373)	$	5,967
Trade names	8 years		4,060		(3,160)		900		4,060		(3,100)		960
Trade secrets/recipes	9 years		630		(630)		—		630		(626)		4
Brand name intangibles	indefinite		275		—		275		275		—		275
Intangibles, net		$	22,305	$	(15,855)	$	6,450	$	22,305	$	(15,099)	$	7,206

We anticipate recording amortization expense of $0.8 million for the remainder of fiscal 2023, $1.5 million for fiscal year 2024, $1.5 million for fiscal year 2025, $1.5 million for fiscal year 2026, and $0.8 million thereafter.

CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Common Stock	Additional Paid-in Capital	Retained Earnings	Noncontrolling Interest	Total
Beginning balance at Oct. 31, 2021	$ 18	$ 168,133	$ 57,364	$ 1,368	$ 226,883
Beginning balance, shares at Oct. 31, 2021	17,686
Exercise of stock options and income tax benefit		47			47
Exercise of stock options and income tax benefit, shares	2
Payments of minimum withholding taxes on net share settlement of equity awards		(44)			(44)
Stock compensation expense		556			556
Restricted stock issued, shares	28
Avocados de Jalisco noncontrolling interest				(117)	(117)
Net loss attributable to Calavo Growers, Inc.			(4,043)		(4,043)
Ending balance at Jan. 31, 2022	$ 18	168,692	53,321	1,251	223,282
Ending balance, shares at Jan. 31, 2022	17,716
Beginning balance at Oct. 31, 2021	$ 18	168,133	57,364	1,368	226,883
Beginning balance, shares at Oct. 31, 2021	17,686
Net loss attributable to Calavo Growers, Inc.					(4,234)
Ending balance at Apr. 30, 2022	$ 18	169,453	53,130	1,166	223,767
Ending balance, shares at Apr. 30, 2022	17,742
Beginning balance at Jan. 31, 2022	$ 18	168,692	53,321	1,251	223,282
Beginning balance, shares at Jan. 31, 2022	17,716
Payments of minimum withholding taxes on net share settlement of equity awards		(51)			(51)
Stock compensation expense		812			812
Restricted stock issued, shares	26
Avocados de Jalisco noncontrolling interest				(85)	(85)
Net loss attributable to Calavo Growers, Inc.			(191)		(191)
Ending balance at Apr. 30, 2022	$ 18	169,453	53,130	1,166	223,767
Ending balance, shares at Apr. 30, 2022	17,742
Beginning balance at Oct. 31, 2022	$ 18	171,223	51,115	1,015	223,371
Beginning balance, shares at Oct. 31, 2022	17,732
Exercise of stock options and income tax benefit		48			48
Exercise of stock options and income tax benefit, shares	2
Stock compensation expense		1,253			1,253
Stock issued (in shares)	9
Dividend declared to shareholders			(5,102)		(5,102)
Avocados de Jalisco noncontrolling interest				273	273
Net loss attributable to Calavo Growers, Inc.			(3,068)		(3,068)
Ending balance at Jan. 31, 2023	$ 18	172,524	42,945	1,288	216,775
Ending balance, shares at Jan. 31, 2023	17,743
Beginning balance at Oct. 31, 2022	$ 18	171,223	51,115	1,015	$ 223,371
Beginning balance, shares at Oct. 31, 2022	17,732
Exercise of stock options and income tax benefit, shares					2
Net loss attributable to Calavo Growers, Inc.					$ (7,063)
Ending balance at Apr. 30, 2023	$ 18	174,674	37,176	1,323	213,191
Ending balance, shares at Apr. 30, 2023	17,784
Beginning balance at Jan. 31, 2023	$ 18	172,524	42,945	1,288	216,775
Beginning balance, shares at Jan. 31, 2023	17,743
Stock compensation expense		2,150			2,150
Stock issued (in shares)	41
Dividend declared to shareholders			(1,774)		(1,774)
Avocados de Jalisco noncontrolling interest				35	35
Net loss attributable to Calavo Growers, Inc.			(3,995)		(3,995)
Ending balance at Apr. 30, 2023	$ 18	$ 174,674	$ 37,176	$ 1,323	$ 213,191
Ending balance, shares at Apr. 30, 2023	17,784

Stock-Based Compensation - Non-options (Details) - USD ($)					3 Months Ended			6 Months Ended
	Mar. 07, 2023	Dec. 22, 2022	Dec. 01, 2022	Nov. 03, 2022	Apr. 30, 2023	Jan. 31, 2023	Apr. 30, 2022	Apr. 30, 2023	Apr. 30, 2022
Restricted stock
Share-based Compensation
Stock closing price awarded (in dollars per share)								$ 34.13
Stock-based compensation expense					$ 1,200,000		$ 800,000	$ 1,700,000	$ 1,400,000
Outstanding, Number of Shares, Beginning Balance						62,000		62,000
Vested, Number of Shares								(60,000)
Granted, Number of Shares								38,000
Outstanding, Number of Shares, Ending Balance					40,000			40,000
Outstanding, Weighted-Average Exercise Price, beginning balance						$ 42.88		$ 42.88
Vested, Weighted-Average Grant Price								41.36
Granted, Weighted-Average Grant Price								34.13
Outstanding, Weighted-Average Exercise Price, ending balance					$ 35.54			$ 35.54
Aggregate Intrinsic Value					$ 1,269,000			$ 1,269,000
Unrecognized stock based compensation expenses					700,000			700,000
Restricted stock \| Former CEO
Share-based Compensation
Shares granted value				$ 100,000
Stock closing price awarded (in dollars per share)		$ 30.12
Stock-based compensation expense					800,000			800,000
Vested, Number of Shares	(19,329)
Granted, Number of Shares		3,321
Granted, Weighted-Average Grant Price		$ 30.12
Restricted stock \| Directors
Share-based Compensation
Stock closing price awarded (in dollars per share)			$ 34.51
Number of shares granted per Director			3,478
Stock-based compensation expense					300,000			500,000
Granted, Number of Shares			34,780
Granted, Weighted-Average Grant Price			$ 34.51
RSU and PRSU
Share-based Compensation
Stock closing price awarded (in dollars per share)			34.51
Stock-based compensation expense						$ 500,000		900,000
Granted, Weighted-Average Grant Price			$ 34.51
Aggregate Intrinsic Value					5,000,000.0			5,000,000.0
Unrecognized stock based compensation expenses					2,700,000			$ 2,700,000
Unrecognized compensation cost period								2 years 6 months
RSU and PRSU \| Former CEO
Share-based Compensation
Stock-based compensation expense					$ 500,000			$ 500,000
RSU
Share-based Compensation
Stock closing price awarded (in dollars per share)								$ 34.51
Vesting period			3 years
Outstanding, Number of Shares, Beginning Balance						52,000		52,000
Vested, Number of Shares								(19,000)
Forfeited, Number of Shares								(14,000)
Granted, Number of Shares			66,325					66,000
Outstanding, Number of Shares, Ending Balance					85,000			85,000
Outstanding, Weighted-Average Exercise Price, beginning balance						$ 39.17		$ 39.17
Vested, Weighted-Average Grant Price								36.87
Forfeited, Weighted-Average Grant Price								35.53
Granted, Weighted-Average Grant Price								34.51
Outstanding, Weighted-Average Exercise Price, ending balance					$ 36.65			$ 36.65
Aggregate Intrinsic Value					$ 2,731,000			$ 2,731,000
RSU \| Former CEO
Share-based Compensation
Vested, Number of Shares	(7,421)
Forfeited, Number of Shares	(8,574)
PRSU
Share-based Compensation
Stock closing price awarded (in dollars per share)								$ 34.51
Vesting period			3 years
Outstanding, Number of Shares, Beginning Balance						31,000		31,000
Vested, Number of Shares								(14,000)
Forfeited, Number of Shares								(11,000)
Granted, Number of Shares			66,325					66,000
Outstanding, Number of Shares, Ending Balance					72,000			72,000
Outstanding, Weighted-Average Exercise Price, beginning balance						$ 37.49		$ 37.49
Vested, Weighted-Average Grant Price								36.35
Forfeited, Weighted-Average Grant Price								35.35
Granted, Weighted-Average Grant Price								34.51
Outstanding, Weighted-Average Exercise Price, ending balance					$ 35.25			$ 35.25
Aggregate Intrinsic Value					$ 2,276,000			$ 2,276,000
PRSU \| Former CEO
Share-based Compensation
Vested, Number of Shares	(13,687)
Forfeited, Number of Shares	(11,285)

Earnings per share (Tables)

6 Months Ended

Apr. 30, 2023

Earnings per share

Schedule of basic and diluted net income per share

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


		Three months ended April 30,
	2023		2022
Numerator:
Net loss attributable to Calavo Growers, Inc.	$	(3,995)	$	(191)
Denominator:
Weighted average shares – Basic		17,721		17,664
Effect of dilutive securities – Restricted stock/units/options (1)		—		—
Weighted average shares – Diluted		17,721		17,664
Net loss per share attributable to Calavo Growers, Inc:
Basic	$	(0.23)	$	(0.01)
Diluted	$	(0.23)	$	(0.01)


	Six months ended April 30,
	2023		2022
Numerator:
Net Income (loss) attributable to Calavo Growers, Inc.	$	(7,063)	$	(4,234)
Denominator:
Weighted average shares - Basic		17,697		17,659
Effect on dilutive securities – Restricted stock/units/options (1)		—		—
Weighted average shares - Diluted		17,697		17,659
Net income (loss) per share attributable to Calavo Growers, Inc:
Basic	$	(0.40)	$	(0.24)
Diluted	$	(0.40)	$	(0.24)

(1)

For the three months ended April 30, 2023 and 2022, approximately 162,000 shares and 92,000 shares of common stock equivalents were excluded in the computation of diluted net loss per share, as the effect would be anti-dilutive since the Company reported a net loss, respectively. For the six months ended April 30, 2023 and 2022, approximately 160,000 shares and 59,000 shares of common stock equivalents were excluded in the computation of diluted net loss per share, as the effect would be anti-dilutive since the Company reported a net loss, respectively.

Stock-Based Compensation (Tables)

6 Months Ended

Apr. 30, 2023

Stock-Based Compensation

Summary of restricted stock award activity

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


		Weighted-Average		Aggregate
	Number of Shares	Grant Price		Intrinsic Value
Outstanding at October 31, 2022	62	$	42.88
Vested	(60)	$	41.36
Granted	38	$	34.13
Outstanding at April 30, 2023	40	$	35.54	$	1,269

Summary of RSU activity

The summary of RSU activity, related to our 2020 Plan, is as follows (in thousands, except for per share amounts):


	Number of Shares	Weighted-Average		Aggregate
	Represented	Grant Price		Intrinsic Value
Outstanding at October 31, 2022	52	$	39.17
Vested	(19)		36.87
Forfeited	(14)	$	35.53
Granted	66	$	34.51
Outstanding at April 30, 2023	85	$	36.65	$	2,731

Summary of PRSU activity


	Number of Shares	Weighted-Average		Aggregate
	Represented	Grant Price		Intrinsic Value
Outstanding at October 31, 2022	31	$	37.49
Vested	(14)	$	36.35
Forfeited	(11)	$	35.35
Granted	66	$	34.51
Outstanding at April 30, 2023	72	$	35.25	$	2,276

Assumptions for fair value stock options


	March 2023
Risk-free interest rate	4.31	%
Expected volatility	35.0	%
Dividend yield	1.6	%
Expected life (years)	3.0

Summary of stock option activity

A summary of stock option activity, related to our 2011 and 2020 Plans, is as follows (in thousands, except for weighted-average exercise price):


		Weighted-Average		Aggregate
		Exercise		Intrinsic
	Number of Shares	Price		Value
Outstanding at October 31, 2022	27	$	44.67
Exercised	(2)	$	23.48
Granted	500	$	24.39
Outstanding at April 30, 2023	525	$	25.44	$	3,423
Exercisable at April 30, 2023	15	$	51.30	$	—

Other assets and Intangibles - Intangibles (Details) - USD ($) $ in Thousands	6 Months Ended
	Apr. 30, 2023	Oct. 31, 2022
Finite-Lived and Infinite Intangible Assets
Accum. Amortization	$ (15,855)	$ (15,099)
Intangibles, net	6,450	7,206
Finite and indefinite lived intangible assets gross	22,305	22,305
Brand name intangibles
Finite-Lived and Infinite Intangible Assets
Gross carrying value and net book value	$ 275	275
Customer list/relationships
Finite-Lived and Infinite Intangible Assets
Weighted-Average Useful Life	8 years
Gross Carrying Value	$ 17,340	17,340
Accum. Amortization	(12,065)	(11,373)
Net Book Value	$ 5,275	5,967
Trade names
Finite-Lived and Infinite Intangible Assets
Weighted-Average Useful Life	8 years
Gross Carrying Value	$ 4,060	4,060
Accum. Amortization	(3,160)	(3,100)
Net Book Value	$ 900	960
Trade secrets/recipes
Finite-Lived and Infinite Intangible Assets
Weighted-Average Useful Life	9 years
Gross Carrying Value	$ 630	630
Accum. Amortization	$ (630)	(626)
Net Book Value		$ 4

Mexican IVA taxes receivable

6 Months Ended

Apr. 30, 2023

Mexican IVA taxes receivable

Mexican IVA taxes receivable

10.

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 recoverable from the Mexican government.

As of April 30, 2023, and October 31, 2022, CDM IVA receivables totaled $49.8 million (926.4 million Mexican pesos) and $43.6 million (865.4 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 2023, the tax authorities began objecting to refund requests and supporting documentation that had previously been deemed acceptable to process a refund. Additionally, they are also contesting 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 other 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.

In April 2022, the Tax Court issued the ruling for the months of July, August and September 2015 through which it was declared that the following resolutions were resolved:

●

It is recognized that CDM operates as a maquila under the authorization of the Ministry of Finance.

●

It is recognized that all bank deposits corresponding to the purchase of avocados on behalf of Calavo Growers Inc. (CGI), are subject to the maquila program and it is not accruable income for purposes of Income Tax nor activities subject to VAT.

●

It is recognized that VAT is recoverable, since CDM demonstrated the existence of operations carried under the maquila services.

●

Resolved that certain VAT amounts attributed to the purchase of certain packing materials are not recoverable as CDM was not the buyer on record and therefore did not pay for the materials, which approximated $6.9 million pesos (approximately $0.4 million USD).

In January 2023 the Federal Tax Court issued a definitive resolution confirming the ruling from April 2022, ordering SAT to refund approximately $18 million pesos (approx. $1.0 million USD at April 30, 2023) and confirming that the $6.9 million pesos (approx. $0.4 million USD at April 30, 2023) related to packing materials will not be recoverable. For the six months ended April 30, 2023, we recognized a reserve of $1.4 million USD for Mexican IVA tax receivables related to certain packing material vendors corresponding to the years 2013 and 2015. This reserve includes the amounts included in the January 2023 ruling as well as other similar receivables that are subject to proceedings in this same Federal Tax Court.

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. With assistance from our internationally recognized tax advisory firm, as of April 30, 2023, CDM has filed Administrative Appeals for months for which IVA refunds have been denied by the SAT, and will continue filing such appeals for any months for which refunds are denied in the future. Therefore, it is probable that the Mexican tax authorities will ultimately authorize the refund of the remaining IVA amounts.

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Apr. 30, 2023	May 31, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Apr. 30, 2023
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, $0.001 par value per share
Trading Symbol	CVGW
Security Exchange Name	NASDAQ
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
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		17,784,326
Entity Central Index Key	0001133470
Current Fiscal Year End Date	--10-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false

CONSOLIDATED CONDENSED BALANCE SHEETS - USD ($) $ in Thousands	Apr. 30, 2023	Oct. 31, 2022
Current assets:
Cash and cash equivalents	$ 4,198	$ 2,060
Restricted cash		1,074
Accounts receivable, net of allowances of $3,438 (2023) and $4,199 (2022)	68,827	59,016
Inventories	42,818	38,830
Prepaid expenses and other current assets	11,296	8,868
Advances to suppliers	13,271	12,430
Income taxes receivable	4,330	3,396
Total current assets	144,740	125,674
Property, plant, and equipment, net	115,086	113,310
Operating lease right-of-use assets	51,265	54,518
Investments in unconsolidated entities	3,882	3,782
Deferred income taxes	5,586	5,433
Goodwill	28,653	28,653
Intangibles, net	6,450	7,206
Other assets	51,496	47,170
Total assets	407,158	385,746
Current liabilities:
Payable to growers	26,834	20,223
Trade accounts payable	19,176	10,436
Accrued expenses	50,247	51,795
Other current liabilities	11,000	11,000
Current portion of operating leases	6,832	6,925
Current portion of long-term obligations and finance leases	1,693	1,574
Total current liabilities	115,782	101,953
Long-term liabilities:
Borrowings pursuant to credit facilities, long-term	22,200	1,200
Long-term operating leases, less current portion	48,862	52,140
Long-term obligations and finance leases, less current portion	4,839	4,447
Other long-term liabilities	2,284	2,635
Total long-term liabilities	78,185	60,422
Commitments and contingencies
Shareholders' equity:
Common stock ($0.001 par value, 100,000 shares authorized; 17,784 (2023) and 17,732 (2022) shares issued and outstanding)	18	18
Additional paid-in capital	174,674	171,223
Noncontrolling interest	1,323	1,015
Retained earnings	37,176	51,115
Total shareholders' equity	213,191	223,371
Total liabilities and shareholders' equity	$ 407,158	$ 385,746

Other events

6 Months Ended

Apr. 30, 2023

Other events

Other events

7.	Other events

Dividend payments

On June 5, 2023, we declared a cash dividend of $0.10 per share. This dividend will be paid on July 11, 2023, to shareholders of record on June 27, 2023. On April 6, 2023, we paid a $0.10 per share dividend in the aggregate amount of $1.7 million to shareholders of record on March 24, 2023.

On December 14, 2022, we paid a $0.2875 per share dividend in the aggregate amount of $5.1 million to shareholders of record on November 16, 2022.

Litigation

From time to time, we are 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.

2013 Assessment

In January 2017, we received preliminary observations from the 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 (Mexican Tax Ombudsman), having several working meetings attended by representatives of the SAT, Calavo de Mexico (“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 $138.4 million USD at April 30, 2023) 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 April 30, 2023 to the

amount of $3.08 billion Mexican pesos (approx. $163.9 million USD). Additionally, the tax authorities have determined that we owe our employees profit-sharing liability, totaling approximately $118 million Mexican pesos (approx. $6.2 million USD at April 30, 2023). In August 2018, we filed an Administrative Appeal on the 2013 Assessment, appealing our case to the SAT’s central legal department in Michoacan.

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. Consequently, the SAT 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. 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.

On August 18, 2021, 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; and

o

Imposing double-taxation on the fruit purchase transactions

On August 20, 2021 we filed an Annulment Suit (the “Annulment 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 2021 were not legally communicated. In addition, the Annulment 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, 2021, 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; however, on January 3, 2022, the SAT formally rejected our request for the Reconsideration. In response to this rejection, on January 21, 2022, we filed an injunction suit with a federal district court seeking to nullify the arguments against the Reconsideration made by the SAT on constitutional grounds.

The main purpose of the injunction suit was to challenge the SAT’s response issued to the Reconsideration, and with that, to keep the Reconsideration alive until the injunction suit is decided. This would allow time to continue the discussions with SAT at the administrative level and would give SAT the legal basis to issue a new resolution. This injunction suit represents a further opportunity for a Court of Law to analyze this matter from a constitutional perspective.

On March 10, 2022, we met with the SAT and offered an Administrative Guaranty (Embargo en Via Administrativa) to secure the 2013 Assessment, which provides the SAT with certain administrative rights to CDM assets in the unlikely event we do not prevail in our actions through the Federal Tax Court. Once the Administrative Guaranty is in place, the existing liens over the assets of CDM will be removed and the SAT collection process will be suspended.

On October 10, 2022, the Tax Court ruled in favor of CDM granting the definitive suspension, accepting the Administrative Guaranty and forcing the SAT to remove all liens placed on CDM fixed assets and bank accounts. These liens were removed in November 2022. The Court also recognized that the $3.1 billion peso assessment exceeds the economic capacity of CDM.

While we continue to believe that the 2013 Assessment is completely without merit, and that we will prevail on the Annulment Suit in the Tax Court, we also believe that 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 to agree to reach a settlement. In accordance with our cumulative probability analysis on uncertain tax positions, our 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 recorded a provision of $11 million USD, in the third quarter of fiscal 2021, as a discrete item in Income Tax Provision. The provision includes estimated penalties, interest and inflationary adjustments. We believe that this provision remains appropriate as of April 30, 2023 based on our cumulative probability analysis. We incurred $0.4 million and $1.0 million of related professional fees for the three and six months ended April 30, 2023, respectively, which have been recorded in Expenses related to Mexican Tax matters.

Restructuring Costs

6 Months Ended

Apr. 30, 2023

Restructuring Costs

Restructuring Costs

12. Restructuring events

Calavo Salsa Lisa

On April 1, 2023, we completed the divesture of our salsa business in our Prepared segment. This divestiture and the below described restructuring are part of a broader set of organizational and strategic initiatives aimed at optimizing our processes, cost structure and how we operate to ensure that we continue to balance growth with profitability in a challenging industry environment marked by cost pressure driven by inflation and other factors.

This divesture resulted in (i) a reduction of our current workforce by approximately 13 employees, and (ii) approximately $0.4 million in writedowns of inventory and approximately $0.2 million on losses on the disposal of certain property plant and equipment.

Restructuring of Operations in Mexico and the United States

On March 6, 2023, we announced our plans to restructure certain corporate and administrative functions and consolidate activities in our Grown distribution network. In the second quarter of fiscal 2023, we incurred approximately $1.2 million in cash expenditures related to severance payments.

Other assets and Intangibles - Other (Details) - USD ($) $ in Thousands	Apr. 30, 2023	Oct. 31, 2022
Goodwill and Intangible Assets
Mexican IVA (i.e. value-added) taxes receivable	$ 49,764	$ 43,625
Infrastructure advances to Agricola Belher	1,241	1,241
Bridge loan to Agricola Belher		1,700
Other	491	604
Total	$ 51,496	$ 47,170

Other events (Details) $ / shares in Units, $ in Thousands, $ in Millions						1 Months Ended	3 Months Ended			6 Months Ended
	Jun. 05, 2023 $ / shares	Apr. 06, 2023 USD ($) $ / shares	Dec. 14, 2022 USD ($) $ / shares	Oct. 10, 2022 MXN ($)	Aug. 18, 2021	Jul. 31, 2018 MXN ($)	Apr. 30, 2023 USD ($) $ / shares	Jan. 31, 2023 MXN ($) $ / shares	Apr. 30, 2022 USD ($)	Apr. 30, 2023 USD ($)	Apr. 30, 2022 USD ($)	Apr. 30, 2023 MXN ($)	Jul. 31, 2021 USD ($)	Jun. 25, 2021 USD ($)
Dividend declared (in dollars per share) \| $ / shares	$ 0.10
Dividend paid (in dollars per share) \| $ / shares		$ 0.10	$ 0.2875				$ 0.10	$ 0.2875
Dividend amount paid to shareholders		$ 1,700	$ 5,100							$ 6,876	$ 20,330
Tax dispute liability accrued							$ 1,000	$ 18		1,000
Expenses related to Mexican tax matters							386		$ 478	2,434	$ 845
Mexican Tax Authority \| Tax Assessment 2013
Tax assessment				$ 3,100
Amount disputed						$ 2,600				138,400
Estimate of loss							163,900			163,900		$ 3,080
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
Expenses related to Mexican tax matters							400			1,000
Mexican Tax Authority \| Tax Assessment 2013 \| Employee Profit Sharing Liability
Estimate of loss							$ 6,200			$ 6,200		$ 118

CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (PARENTHETICAL) - $ / shares			3 Months Ended
	Apr. 06, 2023	Dec. 14, 2022	Apr. 30, 2023	Jan. 31, 2023
CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
Dividend paid (in dollars per share)	$ 0.10	$ 0.2875	$ 0.10	$ 0.2875

Related-Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Apr. 30, 2023	Apr. 30, 2022	Apr. 30, 2023	Apr. 30, 2022	Oct. 31, 2022	Jul. 31, 2021	Oct. 31, 2020
Related-Party Transactions
Investments in unconsolidated entities	$ 3,882		$ 3,882		$ 3,782
Advances to suppliers	13,271		13,271		$ 12,430
Avocados de Jalisco
Related-Party Transactions
Purchases from related parties	$ 600		$ 4,300	$ 3,500
Avocados de Jalisco \| Avocados de Jalisco
Related-Party Transactions
Subsidiary ownership (as a percent)	83.00%		83.00%
Don Memo
Related-Party Transactions
Purchases from related parties	$ 200	$ 500	$ 5,200	3,900
Ownership interest (as a percent)	50.00%		50.00%		50.00%
Investments in unconsolidated entities	$ 3,900		$ 3,900		$ 3,800
Amount loaned	3,000		3,900
Advances to suppliers	6,700		6,700		7,000
Loan receivable fixed interest rate (as a percent)							7.25%
Infrastructure advance	1,600		1,600		1,600
Commitment amount							$ 2,400
Don Memo \| Prepaid expenses and other current assets
Related-Party Transactions
Infrastructure advance	400		400		400
Don Memo \| Other long-term assets
Related-Party Transactions
Infrastructure advance	$ 1,200		$ 1,200		1,200
Don Memo \| Agricola Belher \| Don Memo
Related-Party Transactions
Ownership interest (as a percent)	50.00%		50.00%
Directors
Related-Party Transactions
Purchases from related parties	$ 200	1,400	$ 200	1,600
Accounts payable to related parties	200		200		0
Agricola Belher
Related-Party Transactions
Purchases from related parties	10,300	$ 14,600	14,200	$ 18,000
Advances to suppliers	4,700		4,700		4,500
Loan receivable fixed interest rate (as a percent)						10.00%
Infrastructure advance					900
Bridge loan to related parties					2,600	$ 3,500
Expected payment 2022	900		900
Expected payment 2023	900		900
Expected payment 2024	1,700		1,700
Agricola Belher \| Prepaid expenses and other current assets
Related-Party Transactions
Bridge loan to related parties	$ 1,700		$ 1,700		900
Agricola Belher \| Other long-term assets
Related-Party Transactions
Bridge loan to related parties					$ 1,700

Related-Party Transactions

6 Months Ended

Apr. 30, 2023

Related-Party Transactions

Related-Party Transactions

4.	Related party transactions

Board of Directors

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. For the three months ended April 30, 2023 and 2022, the aggregate amount of avocados procured from entities owned or controlled by members of our Board of Directors was $0.2 million and $1.4 million. For the six months ended April 30, 2023 and 2022, the aggregate amount of avocados procured from entities owned or controlled by members of our Board of Directors was $0.2 million and $1.6 million. Amounts payable to these Board members were $0.2 million as of April 30, 2023. We did not have any amounts payable to these Board members as of October 31, 2022. We have not procured any avocados from entities affiliated with our newly appointed Chief Executive Officer through April 30, 2023.

Agricola Don Memo, S.A. de C.V. (“Don Memo”)

Calavo and Agricola Belher (“Belher”) have an equal one-half ownership interest in Don Memo. Pursuant to a management service agreement, Belher, through its officers and employees, has day-to-day power and authority to manage the operations.

As of April 30, 2023, and October 31, 2022, we had an investment of $3.9 million and $3.8 million, representing Calavo’s 50% ownership in Don Memo, which was 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 and aforementioned advances. For the three and six months ended April 30, 2023, we advanced an additional $3.0 million and $3.9 million of preseason advances to Don Memo, respectively. As of April 30, 2023 and October 31, 2022, we had outstanding advances of $6.7 million and $7.0 million to Don Memo. In October 2020, we entered into an infrastructure loan agreement with Don Memo for up to $2.4 million secured by certain property and equipment of Don Memo. This infrastructure loan accrues interest at 7.25%. The total outstanding infrastructure loan balance at April 30, 2023 and at October 31, 2022, was $1.6 million ($0.4 million is included in prepaids and other current assets and $1.2 million in other assets). This infrastructure loan agreement will mature in fiscal 2024. During the three months ended April 30, 2023 and 2022, we incurred $0.2 million and $0.5 million of cost of sales to Don Memo

pursuant to our purchase consignment agreement. During the six months ended April 30, 2023 and 2022, we incurred $5.2 million and $3.9 million of cost of sales to Don Memo pursuant to our purchase consignment agreement.

Belher

We make advances to Belher 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 Belher, net of our commission and aforementioned advances. We had grower advances due from Belher totaling $4.7 million and $4.5 million as of April 30, 2023 and October 31, 2022, which are netted against the grower payable. In addition, we had infrastructure advances due from Belher of $0.9 million as of October 31, 2022. These infrastructure advances were recorded as a receivable in prepaid and other current assets as of October 31, 2022. In July 2021, we made a bridge loan of $3.5 million to Belher. This loan is secured by certain farmland in Mexico and accrues interest at 10%. In the first quarter of fiscal 2022, this loan was amended to be due with installments of $0.9 million on July 31, 2022, $0.9 million on July 31, 2023 and $1.7 million on July 31, 2024. As part of this amended loan agreement, we can withhold payments on both the infrastructure advances and the bridge loan through the netting against the grower payable due to Belher. The total outstanding bridge loan balance at April 30, 2023, was $1.7 million, which is included in prepaids and other current assets. The total outstanding bridge loan balance at October 31, 2022, was $2.6 million ($0.9 million is included in prepaids and other current assets and $1.7 million in other assets). During the three months ended April 30, 2023 and 2022, we incurred $10.3 million and $14.6 million of cost of sales to Belher pursuant to our purchase consignment agreement. During the six months ended April 30, 2023 and 2022, we incurred $14.2 million and $18.0 million of cost of sales to Belher pursuant to our purchase consignment agreement.

Avocados de Jalisco, S.A.P.I. de C.V. (“Avocados de Jalisco”)

In August 2015, we entered into a Shareholder’s Agreement with various Mexican partners and created Avocados de Jalisco. Avocados de Jalisco is a Mexican corporation created to engage in procuring, packing and selling avocados. As of April 30, 2023, this entity was approximately 83% owned by Calavo and was consolidated in our financial statements. Avocados de Jalisco built a packinghouse located in Jalisco, Mexico, which began operations in June of 2017. During the three months ended April 30, 2023 we purchased approximately $0.6 million of avocados from the partners of Avocados de Jalisco. During the six months ended April 30, 2023 and 2022 we purchased approximately $4.3 million and $3.5 million of avocados from the partners of Avocados de Jalisco.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Apr. 30, 2023	Apr. 30, 2022	Apr. 30, 2023	Apr. 30, 2022
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
Net sales	$ 244,689	$ 331,418	$ 470,893	$ 605,510
Cost of sales	229,652	309,677	441,424	570,541
Gross profit	15,037	21,741	29,469	34,969
Selling, general and administrative	18,076	16,551	34,429	31,745
Expenses related to Mexican tax matters	386	478	2,434	845
Impairment and charges related to Florida facility closure		305		959
Operating income (loss)	(3,425)	4,407	(7,394)	1,420
Interest expense	(273)	(460)	(689)	(787)
Other income, net	278	496	632	1,155
Unrealized net loss on Limoneira shares		(4,898)		(7,028)
Loss before income taxes and loss from unconsolidated entities	(3,420)	(455)	(7,451)	(5,240)
Income tax benefit (expense)	(484)	187	596	1,347
Net income (loss) from unconsolidated entities	(56)	(8)	100	(543)
Net loss	(3,960)	(276)	(6,755)	(4,436)
Add: Net loss (income) attributable to noncontrolling interest	(35)	85	(308)	202
Net loss attributable to Calavo Growers, Inc.	$ (3,995)	$ (191)	$ (7,063)	$ (4,234)
Calavo Growers, Inc.'s net loss per share:
Basic (in dollars per shares)	$ (0.23)	$ (0.01)	$ (0.40)	$ (0.24)
Diluted (in dollars per shares)	$ (0.23)	$ (0.01)	$ (0.40)	$ (0.24)
Number of shares used in per share computation:
Basic	17,721	17,664	17,697	17,659
Diluted	17,721	17,664	17,697	17,659

Stock-Based Compensation - General (Details) - 2020 Management Incentive Plan	Apr. 21, 2021 shares
Share-based Compensation
Award expiration period	5 years
Common stock shares authorized (in shares)	1,500,000

Noncontrolling interest (Tables)

6 Months Ended

Apr. 30, 2023

Noncontrolling interest.

Reconciliation of shareholders' equity attributable to noncontrolling interest

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


	Three months ended		Three months ended
Avocados de Jalisco noncontrolling interest	April 30, 2023		April 30, 2022

Noncontrolling interest, beginning	$	1,288	$	1,251
Net income (loss) attributable to noncontrolling interest of Avocados de Jalisco		35		(85)
Noncontrolling interest, ending	$	1,323	$	1,166


	Six months ended		Six months ended
Avocados de Jalisco noncontrolling interest	April 30, 2023		April 30, 2022

Noncontrolling interest, beginning	$	1,015	$	1,368
Net income (loss) attributable to noncontrolling interest of Avocados de Jalisco		308		(202)
Noncontrolling interest, ending	$	1,323	$	1,166

Inventories (Details) - USD ($) $ in Thousands	Apr. 30, 2023	Oct. 31, 2022
Inventories
Fresh fruit	$ 19,459	$ 16,938
Packing supplies and ingredients	12,980	14,176
Finished prepared foods	10,379	7,716
Total inventories	42,818	38,830
Inventory valuation reserves	$ 400	$ 500

Description of the business (Policies)	6 Months Ended
Description of the business (Policies)	Apr. 30, 2023
Description of the business
Business	Business Calavo Growers, Inc. (referred to in this report as “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 we report our operations in two different business segments: Grown and Prepared.
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated condensed financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments, consisting of adjustments of a normal recurring nature necessary to present fairly the Company’s financial position, results of operations and cash flows. The results of operations for interim periods are not necessarily indicative of the results that may be expected for a full year. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2022.

CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Apr. 30, 2023	Oct. 31, 2022
CONSOLIDATED CONDENSED BALANCE SHEETS
Allowances of accounts receivable	$ 3,438	$ 4,199
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000	100,000
Common stock, shares issued	17,784	17,732
Common stock, shares outstanding	17,784	17,732

Inventories

6 Months Ended

Apr. 30, 2023

Inventories

Inventories

3.	Inventories

Inventories consist of the following (in thousands):


	April 30,		October 31,
	2023		2022

Fresh fruit	$	19,459	$	16,938
Packing supplies and ingredients		12,980		14,176
Finished prepared foods		10,379		7,716
Total	$	42,818	$	38,830

Inventories are stated at the lower of cost or net realizable value. We periodically review the value of items in inventory and record any necessary write downs of inventory based on our assessment of market conditions. Inventory includes reserves of $0.4 million and $0.5 million in slow moving and obsolete packing supply inventory as of April 30, 2023 and October 31, 2022.

Earnings per share

6 Months Ended

Apr. 30, 2023

Earnings per share

Earnings per share

9.	Earnings per share

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


		Three months ended April 30,
	2023		2022
Numerator:
Net loss attributable to Calavo Growers, Inc.	$	(3,995)	$	(191)
Denominator:
Weighted average shares – Basic		17,721		17,664
Effect of dilutive securities – Restricted stock/units/options (1)		—		—
Weighted average shares – Diluted		17,721		17,664
Net loss per share attributable to Calavo Growers, Inc:
Basic	$	(0.23)	$	(0.01)
Diluted	$	(0.23)	$	(0.01)


	Six months ended April 30,
	2023		2022
Numerator:
Net Income (loss) attributable to Calavo Growers, Inc.	$	(7,063)	$	(4,234)
Denominator:
Weighted average shares - Basic		17,697		17,659
Effect on dilutive securities – Restricted stock/units/options (1)		—		—
Weighted average shares - Diluted		17,697		17,659
Net income (loss) per share attributable to Calavo Growers, Inc:
Basic	$	(0.40)	$	(0.24)
Diluted	$	(0.40)	$	(0.24)

(1)

Stock-Based Compensation

6 Months Ended

Apr. 30, 2023

Stock-Based Compensation

Stock-Based Compensation

6.	Stock-Based Compensation

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. Shares were issuable under the 2011 Plan through December 2020. On April 21, 2021, the shareholders of Calavo approved the Calavo Growers, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). This is a five-year plan with up to 1,500,000 shares that are issuable pursuant to awards that may be made through December 9, 2025.

Restricted Stock Awards

On November 3, 2022, our former Chief Executive Officer (CEO) entered into an amendment to his employment agreement, which changed $100,000 of his guaranteed STIP cash bonus for fiscal 2022 to $100,000 worth of unrestricted Calavo common stock. On December 22, 2022, our CEO was granted 3,321 shares of unrestricted common stock. The closing share price of our common stock at the grant date was $30.12.

On December 1, 2022, our ten directors were granted 3,478 restricted shares each (for a total of 34,780 shares). These shares have full voting rights and participate in dividends as if unrestricted. The closing share price of our stock on such grant date was $34.51. As of November 1, 2023, these shares will vest and become unrestricted subject to the continued service of the director. The total recognized stock-based compensation expense for these grants was $0.3 million for the three months ended April 30, 2023. The total recognized stock-based compensation expense for these grants was $0.5 million for the six months ended April 30, 2023.

On March 7, 2023, our former CEO was terminated. As part of his Separation Agreement, the remaining 19,329 restricted shares that were granted as part of his original employment agreement were immediately vested. The total stock-based compensation expense recognized was $0.8 million for the three and six months ended April 30, 2023.

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


		Weighted-Average		Aggregate
	Number of Shares	Grant Price		Intrinsic Value
Outstanding at October 31, 2022	62	$	42.88
Vested	(60)	$	41.36
Granted	38	$	34.13
Outstanding at April 30, 2023	40	$	35.54	$	1,269

The total recognized stock-based compensation expense for restricted stock was $1.2 million and $0.8 million for the three months ended April 30, 2023 and 2022. The total recognized stock-based compensation expense for restricted stock

was $1.7 million and $1.4 million for the six months ended April 30, 2023 and 2022. Total unrecognized stock-based compensation expense totaled $0.7 million as of April 30, 2023 and will be amortized through fiscal year 2024.

Restricted Stock Units (RSUs) and Performance Restricted Stock Units (PRSUs)

On December 1, 2022, we issued RSUs and PRSUs for officers and other members of management as part of our long-term incentive plan. The RSUs are time-based and vest annually in equal amounts over a three-year period. The PRSUs are based on three-year cumulative performance targets of net sales, adjusted EBITDA and return on invested capital and vest entirely at the third anniversary. We granted 66,325 RSUs and 66,325 PRSUs at a grant stock price of $34.51.

Based on our current projections, we recognized approximately $0.5 million and $0.9 million of stock-based compensation for the three and six months ended April 30, 2023 for all RSUs and PRSUs. As of April 30, 2023, there was $2.7 million of unrecognized stock-based compensation costs related to non-vested RSUs and PRSUs, which the Company expects to recognize over a weighted-average period of 2.5 years. The total fair value of the restricted stock units at April 30, 2023, is approximately $5.0 million.

On March 7, 2023, our former CEO was terminated. As part of his Separation Agreement, 7,421 RSUs and 13,687 PRSUs immediately vested. The total stock-based compensation expense recognized was $0.5 million for the three and six months ended April 30, 2023. With his termination 8,574 PRSUs and 11,285 RSUs were forfeited.

The summary of RSU activity, related to our 2020 Plan, is as follows (in thousands, except for per share amounts):


	Number of Shares	Weighted-Average		Aggregate
	Represented	Grant Price		Intrinsic Value
Outstanding at October 31, 2022	52	$	39.17
Vested	(19)		36.87
Forfeited	(14)	$	35.53
Granted	66	$	34.51
Outstanding at April 30, 2023	85	$	36.65	$	2,731

The summary of PRSU activity, related to our 2020 Plan, is as follows (in thousands, except for per share amounts):


	Number of Shares	Weighted-Average		Aggregate
	Represented	Grant Price		Intrinsic Value
Outstanding at October 31, 2022	31	$	37.49
Vested	(14)	$	36.35
Forfeited	(11)	$	35.35
Granted	66	$	34.51
Outstanding at April 30, 2023	72	$	35.25	$	2,276

Stock Options

Stock options are granted with exercise prices of not less than the fair market value at grant date, generally vest over one to five years and generally expire two to five years after the vest date. We settle stock option exercises with newly issued shares of common stock.

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. We measure the fair value of our stock-based compensation awards on the date of grant.

In March 2023, the Company agreed to award our newly appointed CEO a stock option to purchase 500,000 shares of the Company’s common stock pursuant to the 2020 Equity Incentive Plan, which will vest in the following four tranches upon satisfaction of the milestones described below (the “Milestones”):

(i) 200,000 shares subject to the option shall vest and become exercisable on March 10, 2024;

(ii) 100,000 shares subject to the option shall vest and become exercisable (1) if the closing price per share of the Company’s common stock, as reported by The Nasdaq Stock Market, is greater than or equal to $50.00 (the “Target Share Price”), and (2) the average closing price per share of the Company’s common stock for any thirty (30) day period following achievement of the Target Share Price (the “Thirty-day Average Share Price”), is greater than or equal to $50.00, as reported by Nasdaq;

(iii) 100,000 shares subject to the option shall vest and become exercisable (1) upon achievement of the Target Share Price, and (2) the Thirty-day Average Share Price is greater than or equal to $60.00, as reported by Nasdaq; and

(iv) 100,000 shares subject to the option shall vest and become exercisable (1) upon achievement of the Target Share Price, and (2) the Thirty-day Average Share Price is greater than or equal to $70.00, as reported by Nasdaq;

provided, however, that satisfaction of each Milestone is subject to our newly appointed CEO continuing as the President and CEO of the Company through each vesting event; and provided further that regardless of when he achieves the Milestones set forth in subsections (ii) through (iv) above, the applicable tranche shall only vest on or after March 10, 2024.

We measure the fair value of our stock option awards on the date of grant. The following assumptions were used in the estimated grant date fair value calculations for stock options:


	March 2023
Risk-free interest rate	4.31	%
Expected volatility	35.0	%
Dividend yield	1.6	%
Expected life (years)	3.0

The expected stock price volatility rates were based on the historical volatility of our common stock. The risk free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant for periods approximating the expected life of the option. The expected life represents the average period of time that options granted are expected to be outstanding, as calculated using the simplified method described in the Securities and Exchange Commission’s Staff Accounting Bulletin No. 107.

The Black-Scholes-Merton and lattice-based option valuation models were developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Because options held by our directors and employees have characteristics significantly different from those of traded options, in our opinion, the existing models do not necessarily provide a reliable single measure of the fair value of these options.

Based on the above details and assumptions, we valued these options at $1.8 million. We will amortize this amount over three years, which is the estimated employment term of our newly appointed CEO. We recognized $0.1 million of stock-based compensation during the three and six months ended April 30, 2023. The exercise price of these options are $24.39, which was the stock price on the day of the grant.

A summary of stock option activity, related to our 2011 and 2020 Plans, is as follows (in thousands, except for weighted-average exercise price):


		Weighted-Average		Aggregate
		Exercise		Intrinsic
	Number of Shares	Price		Value
Outstanding at October 31, 2022	27	$	44.67
Exercised	(2)	$	23.48
Granted	500	$	24.39
Outstanding at April 30, 2023	525	$	25.44	$	3,423
Exercisable at April 30, 2023	15	$	51.30	$	—

At April 30, 2023, outstanding and exercisable stock options had a weighted-average remaining contractual term of 2.0 years. We recognized $0.1 million of stock-based compensation during each of the three and six months ended April 30, 2023 related to stock options. Total unrecognized stock-based compensation expense totaled $1.8 million as of April 30, 2023 and will be amortized through fiscal year 2026.

Noncontrolling Interest (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Noncontrolling Interest (Details) - USD ($) $ in Thousands	Apr. 30, 2023	Apr. 30, 2022	Apr. 30, 2023	Apr. 30, 2022
Noncontrolling Interest
Noncontrolling interest, beginning			$ 1,015
Net income (loss) attributable to noncontrolling interest of Avocados de Jalisco	$ 35	$ (85)	308	$ (202)
Noncontrolling interest, ending	1,323		1,323
Avocados de Jalisco
Noncontrolling Interest
Noncontrolling interest, beginning	1,288	1,251	1,015	1,368
Net income (loss) attributable to noncontrolling interest of Avocados de Jalisco	35	(85)	308	(202)
Noncontrolling interest, ending	$ 1,323	$ 1,166	$ 1,323	$ 1,166

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
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Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(24))
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
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-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 3
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-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
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-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

+ Details

Information regarding our operations in different segments - Gross Profit (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Apr. 30, 2023	Apr. 30, 2022	Apr. 30, 2023	Apr. 30, 2022
Segment reporting information
Net sales	$ 244,689	$ 331,418	$ 470,893	$ 605,510
Cost of sales	229,652	309,677	441,424	570,541
Gross profit	15,037	21,741	29,469	34,969
Grown
Segment reporting information
Net sales	140,301	210,511	258,050	372,492
Prepared
Segment reporting information
Net sales	104,388	120,907	212,843	233,018
Elimination between Grown products and Prepared products
Segment reporting information
Sales and cost of sales eliminated	400	500	700	1,100
Operating segments \| Grown
Segment reporting information
Net sales	140,673	210,997	258,742	373,582
Cost of sales	128,074	192,841	236,662	343,760
Gross profit	12,599	18,156	22,080	29,822
Operating segments \| Prepared
Segment reporting information
Net sales	104,388	120,907	212,843	233,018
Cost of sales	101,950	117,322	205,454	227,871
Gross profit	2,438	3,585	7,389	5,147
Intersegment Eliminations
Segment reporting information
Net sales	(372)	(486)	(692)	(1,090)
Cost of sales	(372)	(486)	(692)	(1,090)
Intersegment Eliminations \| Grown
Segment reporting information
Net sales	(372)	(486)	(692)	(1,090)
Intersegment Eliminations \| Prepared
Segment reporting information
Net sales	$ 0	$ 0	$ 0	$ 0

Inventories (Tables)

6 Months Ended

Apr. 30, 2023

Inventories

Schedule of Inventories

Inventories consist of the following (in thousands):


	April 30,		October 31,
	2023		2022

Fresh fruit	$	19,459	$	16,938
Packing supplies and ingredients		12,980		14,176
Finished prepared foods		10,379		7,716
Total	$	42,818	$	38,830

Other assets and Intangibles (Tables)

6 Months Ended

Apr. 30, 2023

Other assets and Intangibles

Schedule of Other Assets

Other assets consist of the following (in thousands):


	April 30,		October 31,
	2023		2022
Mexican IVA (i.e. value-added) taxes receivable	$	49,764	$	43,625
Infrastructure advances to Agricola Belher		1,241		1,241
Bridge loan to Agricola Belher		—		1,700
Other		491		604
Total	$	51,496	$	47,170

Schedule of Intangible Assets

Intangible assets consist of the following (in thousands):


		April 30, 2023						October 31, 2022
	Weighted-	Gross				Net		Gross				Net
	Average	Carrying		Accum.		Book		Carrying		Accum.		Book
	Useful Life	Value		Amortization		Value		Value		Amortization		Value
Customer list/relationships	8 years	$	17,340	$	(12,065)	$	5,275	$	17,340	$	(11,373)	$	5,967
Trade names	8 years		4,060		(3,160)		900		4,060		(3,100)		960
Trade secrets/recipes	9 years		630		(630)		—		630		(626)		4
Brand name intangibles	indefinite		275		—		275		275		—		275
Intangibles, net		$	22,305	$	(15,855)	$	6,450	$	22,305	$	(15,099)	$	7,206

Restructuring events (Details) $ in Millions		3 Months Ended
Restructuring events (Details) $ in Millions	Apr. 01, 2023 USD ($) employee	Apr. 30, 2023 USD ($)
Prepared
Restructuring
Employee reduction \| employee	13
Prepared \| Inventory writedown
Restructuring
Restructuring charges	$ 0.4
Prepared \| Loss on disposal of property plant and equipment
Restructuring
Restructuring charges	$ 0.2
Grown
Restructuring
Restructuring costs incurred		$ 1.2

Credit Facility

6 Months Ended

Apr. 30, 2023

Credit Facility

Credit Facility

11. Credit Facility

We have a revolving credit facility (the “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, as joint lead arranger.

On November 1, 2022, we entered into a Seventh Amendment to our Credit Facility, which permitted us to declare cash dividends so long as (i) after giving effect to any such dividend a new Consolidated Dividend Adjusted Fixed Charge Coverage Ratio is not less than 1.20 to 1.00 and (ii) any such cash dividends are paid in the same fiscal quarter in which they are declared.

As of April 30, 2023, we were in compliance with the financial covenants, and we expect to remain in compliance. As of April 30, 2023, approximately $18.3 million was available for borrowing, based on our borrowing base calculation discussed above. We have a letter of credit balance of $3.2 million as of April 30, 2023, that lowers the amount available per our Credit Facility.

The weighted-average interest rate under the Credit Facility was 6.2% and 4.9% at April 30, 2023, and October 31 2022, respectively. Under the Credit Facility, we had $22.2 million and $1.2 million outstanding as of April 30, 2023 and October 31, 2022, and had standby letters-of-credit of $3.2 million as of April 30, 2023, and October 31, 2022.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Information regarding our operations in different segments - Geographic (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Apr. 30, 2023	Apr. 30, 2022	Apr. 30, 2023	Apr. 30, 2022	Oct. 31, 2022
Segment reporting information
Net sales	$ 244,689	$ 331,418	$ 470,893	$ 605,510
Long-lived assets	115,086		115,086		$ 113,310
Foreign currency gains (losses)	900	300	2,200	900
Outside United States
Segment reporting information
Net sales	7,900	$ 8,300	15,500	$ 15,400
United States
Segment reporting information
Long-lived assets	78,732		78,732		77,208
Mexico
Segment reporting information
Long-lived assets	$ 36,354		$ 36,354		$ 36,102

- Definition

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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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Information regarding our operations in different segments - Product (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Apr. 30, 2023 USD ($)	Apr. 30, 2022 USD ($)	Apr. 30, 2023 USD ($) segment	Apr. 30, 2022 USD ($)
Segment reporting information
Number of reportable segments \| segment			2
Net sales	$ 244,689	$ 331,418	$ 470,893	$ 605,510
Grown
Segment reporting information
Net sales	140,301	210,511	258,050	372,492
Prepared
Segment reporting information
Net sales	104,388	120,907	212,843	233,018
Operating segments
Segment reporting information
Total gross sales	248,729	334,989	479,154	612,872
Less sales allowances	(3,668)	(3,085)	(7,569)	(6,272)
Operating segments \| Avocados
Segment reporting information
Total gross sales	122,907	191,754	225,530	342,258
Operating segments \| Tomatoes
Segment reporting information
Total gross sales	16,376	17,353	30,007	27,340
Operating segments \| Papayas
Segment reporting information
Total gross sales	2,528	2,743	5,855	5,783
Operating segments \| Other fresh income
Segment reporting information
Total gross sales	50	8	65	33
Operating segments \| Fresh-cut products
Segment reporting information
Total gross sales	87,919	102,986	182,438	199,263
Operating segments \| Guacamole
Segment reporting information
Total gross sales	18,688	19,742	34,552	37,371
Operating segments \| Salsa
Segment reporting information
Total gross sales	261	403	707	824
Operating segments \| Grown
Segment reporting information
Total gross sales	141,861	211,858	261,457	375,414
Less sales allowances	(1,188)	(861)	(2,715)	(1,832)
Net sales	140,673	210,997	258,742	373,582
Operating segments \| Grown \| Avocados
Segment reporting information
Total gross sales	122,907	191,754	225,530	342,258
Operating segments \| Grown \| Tomatoes
Segment reporting information
Total gross sales	16,376	17,353	30,007	27,340
Operating segments \| Grown \| Papayas
Segment reporting information
Total gross sales	2,528	2,743	5,855	5,783
Operating segments \| Grown \| Other fresh income
Segment reporting information
Total gross sales	50	8	65	33
Operating segments \| Prepared
Segment reporting information
Total gross sales	106,868	123,131	217,697	237,458
Less sales allowances	(2,480)	(2,224)	(4,854)	(4,440)
Net sales	104,388	120,907	212,843	233,018
Operating segments \| Prepared \| Fresh-cut products
Segment reporting information
Total gross sales	87,919	102,986	182,438	199,263
Operating segments \| Prepared \| Guacamole
Segment reporting information
Total gross sales	18,688	19,742	34,552	37,371
Operating segments \| Prepared \| Salsa
Segment reporting information
Total gross sales	261	403	707	824
Intersegment Eliminations
Segment reporting information
Net sales	(372)	(486)	(692)	(1,090)
Intersegment Eliminations \| Grown
Segment reporting information
Net sales	(372)	(486)	(692)	(1,090)
Intersegment Eliminations \| Prepared
Segment reporting information
Net sales	$ 0	$ 0	$ 0	$ 0

Stock-Based Compensation - Stock Option (Details) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended	6 Months Ended
	Mar. 31, 2023 USD ($) D $ / shares shares	Apr. 30, 2023 USD ($) $ / shares shares	Apr. 30, 2023 USD ($) $ / shares shares
Share-based Compensation
Outstanding, Number of Shares, Beginning Balance			27,000
Exercised, Number of Shares			(2,000)
Granted, Number of Shares			500,000
Outstanding, Number of Shares, Ending Balance		525,000	525,000
Exercisable, Number of Shares		15,000	15,000
Outstanding, Weighted-Average Exercise Price \| $ / shares			$ 44.67
Granted, Weighted-Average Exercise Price \| $ / shares			24.39
Exercised, Weighted-Average Exercise Price \| $ / shares			23.48
Outstanding, Weighted-Average Exercise Price, ending balance \| $ / shares		$ 25.44	25.44
Exercisable, Weighted-Average Exercise Price \| $ / shares		$ 51.30	$ 51.30
Outstanding, Aggregate Intrinsic Value \| $		$ 3,423	$ 3,423
Current CEO
Share-based Compensation
Granted, Number of Shares	500,000
Current CEO \| Tranche One
Share-based Compensation
Granted, Number of Shares	200,000
Current CEO \| Tranche Two
Share-based Compensation
Granted, Number of Shares	100,000
Threshold trading days \| D	30
Current CEO \| Tranche Two \| Minimum
Share-based Compensation
Target share price \| $ / shares	$ 50.00
Current CEO \| Tranche Three
Share-based Compensation
Granted, Number of Shares	100,000
Threshold trading days \| D	30
Current CEO \| Tranche Three \| Minimum
Share-based Compensation
Target share price \| $ / shares	$ 60.00
Current CEO \| Tranche Four
Share-based Compensation
Granted, Number of Shares	100,000
Threshold trading days \| D	30
Current CEO \| Tranche Four \| Minimum
Share-based Compensation
Target share price \| $ / shares	$ 70.00
Stock options
Share-based Compensation
Outstanding stock options, weighted-average remaining contractual term			2 years
Stock-based compensation expense \| $		100	$ 100
Unrecognized compensation expense \| $		1,800	$ 1,800
Stock options \| Minimum
Share-based Compensation
Vesting period			1 year
Award expiration period			2 years
Stock options \| Maximum
Share-based Compensation
Vesting period			5 years
Award expiration period			5 years
Stock options \| Current CEO
Share-based Compensation
Granted, Weighted-Average Exercise Price \| $ / shares			$ 24.39
Outstanding, Aggregate Intrinsic Value \| $	$ 1,800
Unrecognized compensation cost period	3 years
Stock-based compensation expense \| $		$ 100	$ 100

Mexican IVA taxes receivable (Details) $ in Millions, $ in Millions	Apr. 30, 2023 USD ($)	Apr. 30, 2023 MXN ($)	Jan. 31, 2023 MXN ($)	Oct. 31, 2022 USD ($)	Oct. 31, 2022 MXN ($)	Apr. 30, 2022 USD ($)	Apr. 30, 2022 MXN ($)
IVA receivables
IVA receivables balance	$ 49.8	$ 926.4		$ 43.6	$ 865.4
Unrecoverable value added tax	0.4		$ 6.9			$ 0.4	$ 6.9
Tax refund from SAT	1.0		$ 18.0
Reserve for taxes increase	$ 1.4

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Apr. 30, 2023	Apr. 30, 2022
Cash Flows from Operating Activities:
Net loss	$ (6,755)	$ (4,436)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	8,453	8,405
Non-cash operating lease expense	45	61
Net loss (income) from unconsolidated entities	(100)	543
Realized and unrealized net loss on Limoneira shares		7,028
Divesture of Calavo Salsa Lisa	624
Impairment and non-cash charges related to closure of Florida facility		317
Provision for uncollectible Mexican IVA taxes receivable	1,404
Stock-based compensation expense	3,403	1,368
Gain on sale of Temecula packinghouse	(108)	(108)
Loss (gain) on disposal of property, plant, and equipment	40
Effect on cash of changes in operating assets and liabilities:
Accounts receivable, net	(9,811)	(24,287)
Inventories	(4,377)	(12,950)
Prepaid expenses and other current assets	(1,656)	13
Advances to suppliers	87	(1,211)
Income taxes receivable/payable	(934)	2,860
Other assets	(7,430)	(1,645)
Payable to growers	6,611	29,072
Trade accounts payable, accrued expenses and other liabilities	6,726	16,302
Net cash provided by (used in) operating activities	(3,778)	21,332
Cash Flows from Investing Activities:
Purchases of property, plant, and equipment	(8,461)	(3,787)
Net cash used in investing activities	(8,461)	(3,787)
Cash Flows from Financing Activities:
Payment of dividend to shareholders	(6,876)	(20,330)
Proceeds from revolving credit facility	130,800	168,800
Payments on revolving credit facility	(109,800)	(164,600)
Payments of minimum withholding taxes on net share settlement of equity awards		(95)
Payments on long-term obligations and finance leases	(869)	(956)
Proceeds from stock option exercises	48	47
Net cash provided (used in) by financing activities	13,303	(17,134)
Net increase in cash, cash equivalents and restricted cash	1,064	411
Cash, cash equivalents and restricted cash, beginning of period	3,134	2,855
Cash, cash equivalents and restricted cash, end of period	4,198	3,266
Noncash Investing and Financing Activities:
Right of use assets obtained in exchange for new financing lease obligations	1,097
Property, plant, and equipment included in trade accounts payable and accrued expenses	$ 310	$ 878

Description of the business (Details)	6 Months Ended
Description of the business (Details)	Apr. 30, 2023 segment
Description of the business
Number of reportable segments	2

Other assets and Intangibles - Amortization (Details) $ in Millions	Apr. 30, 2023 USD ($)
Goodwill and Intangible Assets
Amortization expense for remainder of fiscal 2023	$ 0.8
Amortization expense for 2024	1.5
Amortization expense for 2025	1.5
Amortization expense for 2026	1.5
Amortization expense thereafter	$ 0.8