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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 6, 2023

CALAVO GROWERS, INC.

(Exact Name of Registrant as Specified in Charter)

California

   

000-33385

   

33-0945304

(State or Other
Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

1141-A Cummings Road, Santa Paula, California 93060

(Address of Principal Executive Offices) (Zip Code)

(Former Name or Former Address, if Changed Since Last Report)

Registrant’s telephone number, including area code: (805525-1245

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

       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

   

Trading Symbol(s)

   

Name of each exchange on which registered

Common Stock

CVGW

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02 Results of Operations and Financial Condition.

On September 6, 2023, Calavo Growers, Inc. (Calavo) issued a press release containing our financial results for the three- and nine-month periods ended July 31, 2023. A copy of our press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed by Calavo under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press release dated September 6, 2023 of the Registrant.

104

Cover Page Interactive Data File (formatted as inline XBRL).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Calavo Growers, Inc.

September 6, 2023

By:

/s/ Lecil Cole

Lecil Cole
Chief Executive Officer (Principal Executive Officer)

3

Exhibit 99.1

Graphic

Calavo Growers, Inc. Announces Third Quarter 2023 Financial Results

SANTA PAULA, Calif., Sept. 6, 2023—Calavo Growers, Inc. (Nasdaq-GS: CVGW), a global avocado-industry leader and provider of convenient, ready-to-eat fresh food, today reported its financial results for the fiscal third quarter ended July 31, 2023.

Third Quarter Financial Overview

Total net sales of $259.9 million, a 24% decrease from the prior year quarter
oGrown segment net sales decreased 30% to $144.5 million
oPrepared segment net sales decreased 14% to $115.8 million
Gross profit of $25.0 million, compared to $18.5 million for the prior year quarter
oGrown segment gross profit increased $9.6 million to $21.4 million
oPrepared segment gross profit decreased $3.1 million to $3.7 million
Net income of $6.6 million, or $0.37 per diluted share, compared to $1.3 million, or $0.07 per diluted share, for the same period last year
Adjusted net income of $7.2 million, or $0.41 per diluted share, compared to adjusted net income of $2.9 million, or $0.16 per diluted share for the prior year quarter
Adjusted EBITDA of $13.8 million compared to $8.1 million for the same period last year

Adjusted net income loss), adjusted net income per diluted share, and adjusted EBITDA are non-GAAP financial measures. See “Non-GAAP Financial Measures” below.

Third Quarter Highlights

Avocado margins meaningfully improved sequentially and versus the prior year quarter
Established new credit facility with borrowing capacity of up to $100 million to improve liquidity and financial flexibility
Onboarded new customer volume in Prepared with approximately $0.7 million of start-up costs in the quarter; expect sequential improvement in Prepared in fourth quarter
The Board of Directors declared a quarterly cash dividend of $0.10 per share to be paid on Oct. 11, 2023 to investors of record on Sept. 27, 2023

Management Commentary

“I am pleased with our performance in the third quarter. We achieved strong avocado margins as we concentrated our efforts on the fundamentals of our flagship avocado business,” said Lee E. Cole, President and Chief Executive Officer of Calavo Growers, Inc.


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“Our Prepared segment earnings improved sequentially versus the second quarter as we onboarded new customer volume in Fresh Cut, despite some start-up costs. Our Guacamole business continues to perform well with lower fruit input costs and improved manufacturing efficiency. We expect earnings in Prepared to continue improving in the fourth quarter as we focus on adding volume and making our operations more efficient,” said Cole.

“I am happy to be back at Calavo, leading the company that I helped to build. Going forward, we will remain focused on execution across the portfolio, and we remain confident in the long-term earnings potential of the company.”

Third Quarter 2023 Consolidated Financial Review

Total net sales for the third quarter 2023 was $259.9 million, compared to $342.0 million for the third quarter 2022, a decline of 24%. Grown segment sales decreased 30% and Prepared segment sales decreased 14%. Total company avocado volumes rose approximately 5% versus the prior year period while the average selling price of avocados in the Grown segment decreased by approximately 38%.

Gross profit for the third quarter was $25.0 million, or 9.6% of net sales, compared to $18.5 million and 5.4%, respectively, for the same period last year.

Selling, general and administrative (SG&A) expenses for the third quarter totaled $17.8 million, or 6.9% of net sales, compared to $16.7 million and 4.9% of net sales for the same period last year. The increase from the prior year quarter was related to higher incentive compensation accruals and management restructuring costs offset by lower outside service expenses.

Net profit for the third quarter was $6.6 million, or $0.37 per share. This compares with a net profit of $1.3 million, or $0.07 per diluted share, for the same period last year.

Adjusted net income was $7.2 million, or $0.41 per diluted share, compared to adjusted net income of $2.9 million, or $0.16 per diluted share last year.

Adjusted EBITDA was $13.8 million compared to $8.1 million for the same period last year.

Balance Sheet and Liquidity

The company ended the quarter with $47.1 million of total debt, which included $40.2 million of borrowings under its credit facility and $6.9 million of other long-term obligations and finance leases. Cash and cash equivalents, including restricted cash, totaled $2.2 million, and the company had $43.1 million of available liquidity as of July 31, 2023.

Segment Performance

Grown

Grown segment gross profit improved $9.6 million from the prior year quarter to $21.4 million. The improvement was driven primarily by strong avocado margins, which improved through enhanced focus on operational execution and customer service. Margins improved compared to the prior year quarter despite avocado sales prices that were approximately 38% below the prior year quarter. Although avocado prices declined in the quarter compared to the prior year, prices increased sequentially compared to the second quarter and rose progressively during the third quarter. Calavo’s third quarter avocado volume increased 5% versus the prior year, led by increased volumes from Mexico. According to industry data, industry avocado volume in the U.S. was up 11% in the quarter compared to the prior year. The increase was driven by a 41%


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increase in Mexico volume, given low fruit supply in the prior year, that was partially offset by lower imports from Peru. Looking ahead, we will maintain our sharp focus on avocado margin management and customer service.

Prepared

Prepared segment gross profit declined $3.1 million from the prior year to $3.7 million, consisting of an $8.1 million gross profit decline in the Fresh Cut division, partially offset by a $5.0 million increase in the Guacamole division. Fresh Cut gross profit declined primarily due to softer volume and higher input costs. Syndicated retail data indicates that fiscal year-to-date unit sales remain down for produce categories while dollar sales are up. Unit sales for the deli category are about flat while dollar sales are up. Fresh Cut gross profit was down on a year ago basis but improved sequentially versus the second quarter. The quarter included about $0.7 million of start-up expenses associated with the onboarding of a large national account customer. Although there is still work to do to increase volume and stabilize margins, Fresh Cut margins are expected to improve in the fourth quarter as we realize performance approximately in line with that achieved toward the end of the third quarter. Gross profit in the Guacamole division improved compared to the prior year due to significantly lower fruit input costs and improved manufacturing efficiencies.

Outlook

We expect fourth quarter gross profit in Grown to exceed prior year levels. We expect fourth quarter gross profit in Prepared to increase sequentially led by improvements in Fresh Cut.

Non-GAAP Financial Measures

This press release includes non-GAAP measures EBITDA, adjusted EBITDA, adjusted net income (loss) and adjusted net income (loss) per diluted share, which are not prepared in accordance with U.S. generally accepted accounting principles, or “GAAP.”

EBITDA is defined as net income (loss) attributable to Calavo Growers, Inc. excluding (1) interest income and expense, (2) income tax (benefit) provision, (3) depreciation and amortization and (4) stock-based compensation expense. Adjusted EBITDA is EBITDA with further adjustments for (1) non-cash net losses (income) recognized from unconsolidated entities, (2) goodwill impairment, (3) write-off of long-lived assets, (4) acquisition-related costs, (5) restructuring-related costs, including certain severance costs, (6) certain litigation and other related costs, and (7) one-time items. Adjusted EBITDA is a primary metric by which management evaluates the operating performance of the business, on which certain operating expenditures and internal budgets are based. Additionally, the Company’s senior management is compensated in part on the basis of Adjusted EBITDA. The adjustments to calculate EBITDA and adjusted EBITDA are items recognized and recorded under GAAP in particular periods but might be viewed as not necessarily coinciding with the underlying business operations for the periods in which they are so recognized and recorded.

Adjusted net income is defined as net income (loss) attributable to Calavo Growers, Inc. excluding (1) non-cash net losses recognized from unconsolidated entities, (2) goodwill impairment, (3) write-off of long-lived assets, (4) acquisition-related costs, (5) restructuring-related costs, including certain severance costs, (6) certain litigation and other related costs, and (7) one-time items. Adjusted net income (loss) and the related measure of adjusted net income (loss) per diluted share exclude certain items that are recognized and recorded under GAAP in particular periods but might be viewed as not


Calavo Growers, Inc.
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necessarily coinciding with the underlying business operations for the periods in which they are so recognized and recorded. We believe adjusted net income (loss) affords investors a different view of the overall financial performance of the Company than adjusted EBITDA and the GAAP measure of net income (loss) attributable to Calavo Growers, Inc.

Reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are provided in the financial tables below.

Items are considered one-time in nature if they are non-recurring, infrequent or unusual and have not occurred in the past two years or are not expected to recur in the next two years, in accordance with SEC rules. Non-GAAP information should be considered as supplemental in nature and not as a substitute for, or superior to, any measure of performance prepared in accordance with GAAP. None of these metrics are presented as measures of liquidity. The way the Company measures EBITDA and adjusted EBITDA may not be comparable to similarly titled measures presented by other companies and may not be identical to corresponding measures used in Company agreements.

About Calavo Growers, Inc.

Calavo Growers, Inc. (Nasdaq: CVGW) is a global leader in quality produce, including avocados, tomatoes and papayas, and a pioneer of healthy fresh-cut fruit, vegetables and prepared foods. Calavo products are sold under the trusted Calavo brand name, proprietary sub-brands, private label and store brands.

Founded in 1924, Calavo has a rich culture of innovation, sustainable practices and market growth. The company serves retail grocery, foodservice, club stores, mass merchandisers, food distributors and wholesalers worldwide. Calavo is headquartered in Santa Paula, California, with processing plants and packing facilities throughout the U.S. and Mexico. Learn more about The Family of Fresh™ at calavo.com.

Safe Harbor Statement

This press release contains statements relating to future events and results of Calavo (including financial projections and business trends) that are “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, that involve risks, uncertainties and assumptions. These statements are based on our current expectations and are not promises or guarantees. If any of the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of Calavo may differ materially from those expressed or implied by such forward-looking statements and assumptions. The use of words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements. Risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied by the forward-looking statements include, but are not limited to, the following: the ability of our new management team to work together successfully; the impact of operational and restructuring initiatives on our business, results of operations, and financial condition, including uncertainty as to whether the desired effects will be achieved and potential long-term adverse effects from reducing capital expenditures; the impact of weather on market prices and operational costs; seasonality of our business; sensitivity of our business to changes in market prices of avocados and other agricultural products and other raw materials including fuel, packaging and paper; potential disruptions to our supply chain; risks associated with potential future acquisitions, including integration; potential exposure to data breaches and other cyber-attacks on our systems or those of our suppliers or customers; dependence on large customers; dependence on key personnel and access to labor necessary for us to render services; susceptibility to


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wage inflation; potential for labor disputes; reliance on co-packers for a portion of our production needs; competitive pressures, including from foreign growers; risks of recalls and food-related injuries to our customers; changing consumer preferences; the impact of environmental regulations, including those related to climate change; risks associated with the environment and climate change, especially as they may affect our sources of supply; our ability to develop and transition new products and services and enhance existing products and services to meet customer needs; risks associated with doing business internationally (including possible restrictive U.S. and foreign governmental actions, such as restrictions on transfers of funds and restrictions as a result of COVID-19 and trade protection measures such as import/export/customs duties, tariffs and/or quotas and currency fluctuations); risks associated with receivables from, loans to and/or equity investments in unconsolidated entities; volatility in the value of our common stock; the impact of macroeconomic trends and events; and the resolution of pending investigations, legal claims and tax disputes, including an assessment imposed by the Mexican Tax Administrative Service (the “SAT”) and our defenses against collection activities commenced by the SAT.

For a further discussion of these risks and uncertainties and other risks and uncertainties that we face, please see the risk factors described in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and any subsequent updates that may be contained in our Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. Forward-looking statements contained in this press release are made only as of the date of this press release, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contact

Julie Kegley, Senior Vice President

Financial Profiles, Inc.

calavo@finprofiles.com

310-622-8246


Calavo Growers, Inc.
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CALAVO GROWERS, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands)

July 31, 

October 31, 

    

2023

    

2022

Assets

Current assets:

Cash and cash equivalents

$

1,402

$

2,060

Restricted cash

761

1,074

Accounts receivable, net of allowances of $4,020 (2023) and $4,199 (2022)

76,417

59,016

Inventories

38,878

38,830

Prepaid expenses and other current assets

12,913

8,868

Advances to suppliers

15,839

12,430

Income taxes receivable

4,150

3,396

Total current assets

150,360

125,674

Property, plant, and equipment, net

114,224

113,310

Operating lease right-of-use assets

49,744

54,518

Investments in unconsolidated entities

3,383

3,782

Deferred income taxes

5,776

5,433

Goodwill

28,653

28,653

Intangibles, net

6,074

7,206

Other assets

56,726

47,170

$

414,940

$

385,746

Liabilities and shareholders’ equity

Current liabilities:

Payable to growers

$

22,712

$

20,223

Trade accounts payable

16,425

10,436

Accrued expenses

42,183

51,795

Other current liabilities

11,000

11,000

Current portion of term loan

404

Current portion of operating leases

6,911

6,925

Current portion of long-term obligations and finance leases

1,674

1,574

Total current liabilities

101,309

101,953

Long-term liabilities:

Borrowings pursuant to line of credit, long-term

36,768

1,200

Long-term portion of term loan

3,055

Long-term portion of operating leases

47,281

52,140

Long-term portion of obligations and finance leases

5,198

4,447

Other long-term liabilities

2,229

2,635

Total long-term liabilities

94,531

60,422

Commitments and contingencies

Shareholders’ equity:

Total shareholders’ equity

219,100

223,371

$

414,940

$

385,746


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CALAVO GROWERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share amounts)

Three months ended

Nine months ended

July 31, 

July 31, 

    

2023

    

2022

    

2023

    

2022

Net sales

$

259,875

$

341,991

$

730,768

$

947,501

Cost of sales

234,850

323,477

676,274

894,017

Gross profit

25,025

18,514

54,494

53,484

Selling, general and administrative

17,842

16,659

52,271

48,404

Expenses (recovery) related to Mexican tax matters

(1,203)

303

1,231

1,148

Impairment and charges related to Florida facility closure

959

Operating income

8,386

1,552

992

2,973

Interest expense

(793)

(485)

(1,482)

(1,272)

Other income, net

230

278

862

1,433

Unrealized net income (loss) on Limoneira shares

1,225

(5,803)

Income (loss) before income taxes and loss from unconsolidated entities

7,823

2,570

372

(2,669)

Income tax benefit (expense)

(617)

(984)

(21)

363

Net loss from unconsolidated entities

(498)

(269)

(398)

(812)

Net income (loss)

6,708

1,317

(47)

(3,118)

Add: Net loss (income) attributable to noncontrolling interest

(82)

(17)

(390)

185

Net income (loss) attributable to Calavo Growers, Inc.

$

6,626

$

1,300

$

(437)

$

(2,933)

Calavo Growers, Inc.’s net income (loss) per share:

Basic

$

0.37

$

0.07

$

(0.02)

$

(0.17)

Diluted

$

0.37

$

0.07

$

(0.02)

$

(0.17)

Number of shares used in per share computation:

Basic

17,756

17,667

17,746

17,661

Diluted

17,856

17,769

17,746

17,661


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CALAVO GROWERS, INC.
NET SALES AND GROSS PROFIT BY BUSINESS SEGMENT (UNAUDITED)
(in thousands)

    

    

    

Interco.

    

Grown

Prepared

Elimins.

Total

(All amounts are presented in thousands)

Three months ended July 31, 2023

Net sales

$

144,543

$

115,806

$

(474)

$

259,875

Cost of sales

123,190

112,134

(474)

234,850

Gross profit

$

21,353

$

3,672

$

$

25,025

Three months ended July 31, 2022

Net sales

$

207,589

$

134,872

$

(470)

$

341,991

Cost of sales

195,818

128,129

(470)

323,477

Gross profit

$

11,771

$

6,743

$

$

18,514

    

    

Interco.

    

    

Grown

Prepared

Elimins.

Total

(All amounts are presented in thousands)

Nine months ended July 31, 2023

Net sales

$

403,285

$

328,649

$

(1,166)

$

730,768

Cost of sales

359,852

317,588

(1,166)

 

676,274

Gross profit

$

43,433

$

11,061

$

$

54,494

Nine months ended July 31, 2022

Net sales

$

581,171

$

367,889

$

(1,559)

$

947,501

Cost of sales

539,577

355,999

(1,559)

894,017

Gross profit

$

41,594

$

11,890

$

$

53,484

For the three months ended July 31, 2023 and 2022, intercompany sales and cost of sales of $0.5 million between Grown products and Prepared products were eliminated. For the nine months ended July 31, 2023 and 2022, intercompany sales and cost of sales of $1.2 million and $1.6 million between Grown products and Prepared products were eliminated.


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CALAVO GROWERS, INC.
RECONCILIATION OF ADJUSTED NET INCOME AND EPS (UNAUDITED)
(in thousands, except per share amounts)

The following table presents adjusted net income and adjusted diluted EPS, each a non-GAAP measure, and reconciles them to net income (loss) attributable to Calavo Growers, Inc., and Diluted EPS, which are the most directly comparable GAAP measures. See “Non-GAAP Financial Measures” earlier in this release.

Three months ended

July 31,

 

Nine months ended

July 31,

    

2023

    

2022

    

2023

    

2022

Net income (loss) attributable to Calavo Growers, Inc.

$

6,626

$

1,300

$

(437)

$

(2,933)

Non-GAAP adjustments:

 

  

 

  

 

  

 

  

Non-cash losses recognized from unconsolidated entities (a)

 

498

 

269

 

398

 

812

Loss from FreshRealm and other related expenses (b)

 

 

580

 

580

Net loss (income) on Limoneira shares (c)

 

 

(1,225)

 

 

5,803

Rent expense add back (d)

 

108

 

108

 

324

 

324

Restructure costs - consulting, management recruiting and severance (e)

1,426

1,198

5,186

4,473

Expenses (recovery) related to Mexican tax matters (f)

(1,203)

789

1,231

1,634

Impairment, losses and charges related to property, plant and equipment (g)

235

959

Legal settlement and related expenses (h)

700

Tax impact of adjustments (i)

 

(208)

 

(163)

 

(2,019)

 

(3,380)

Adjusted net income attributed to Calavo Growers, Inc.

$

7,247

$

2,856

$

5,618

$

8,272

Calavo Growers, Inc.’s net income (loss) per share:

 

  

 

  

 

  

 

  

Diluted EPS (GAAP)

$

0.37

$

0.07

$

(0.02)

$

(0.17)

Adjusted net income per diluted share

$

0.41

$

0.16

$

0.32

$

0.47

Number of shares used in per share computation:

 

  

 

  

 

  

 

  

Diluted

 

17,856

 

17,769

 

17,746

 

17,726


(a)For the three months ended July 31, 2023 and 2022, we realized losses of $0.5 million and losses of $0.3 million from Agricola Don Memo. For the nine months ended July 31, 2023 and 2022, we realized income of $0.4 million and losses of $0.8 million from Agricola Don Memo.
(b)For the three and nine months ended July 31, 2022, we recognized a return to provision discrete tax expense of $0.6 million due to the finalization of the tax treatment of the loss related to the previously recorded impairment of the investment in FreshRealm.
(c)For the three and nine months ended July 31, 2022, we recorded $1.2 million in unrealized income and $5.8 million in unrealized losses related to mark-to-market adjustments of our previously held investment in Limoniera stock.
(d)For the three months ended July 31, 2023 and 2022, we incurred $0.1 million related to rent paid for Prepared’s former corporate office space that we have vacated and plan to sublease. For the nine months ended July 31, 2023 and 2022, we incurred $0.3 million related to rent paid for Prepared’s former corporate office space that we have vacated and plan to sublease.
(e)For the three and nine months ended July 31, 2023, we recorded $0.1 million and $0.8 million in severance costs as part of U.S. restructuring efforts, respectively. For the three and nine months ended July 31, 2023, we incurred $0.9 million in severance and other costs and $0.3 million in stock-based compensation related to the departure of certain members of management. In addition, for the nine months ended July 31, 2023, we incurred $1.2 million in severance and other costs and $1.2 million in stock-based compensation related to the departure of our former Chief Executive Officer. Additionally, for the nine months ended July 31, 2023, we incurred $0.6 million related to the divesture of Salsa Lisa.


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For the three and nine months ended July 31, 2022, we recorded $1.2 million and $4.5 million of consulting expenses related to an enterprise-wide strategic business operations study conducted by a third-party management consulting organization for the purpose of restructuring to improve the profitability of the organization and efficiency of our operations. In addition, for the nine months ended July 31, 2022, we recorded $1.4 million of severance accrual related to the Project Uno restructuring.

(f)For the three months ended July 31, 2023 and 2022, we incurred $0.5 million and $0.3 million of professional fees related to the Mexican tax matters, respectively. For the nine months ended July 31, 2023 and 2022, we incurred $1.6 million and $1.1 million of professional fees related to the Mexican tax matters, respectively.

For the three and nine months ended July 31,2023, we recorded a gain of $1.7 million related to the interest and inflationary adjustments related to an IVA repayment from Mexican Tax Authority. For the nine months ended July 31, 2023, we recognized a reserve of $1.4 million related to the collectability of IVA receivables.

For the three and nine months ended July 31, 2022, we recognized a return to provision discrete tax expense of $0.5 million due to the finalization of the tax treatment for the final settlement of the 2011 Assessment.

(g)On April 1, 2023, we completed the divesture of our salsa business in our Prepared segment and incurred $0.2 million in losses related to the disposal of property, plant and equipment.

On October 18, 2021, we announced the closure of RFG’s food processing operations in Green Cove Springs (near Jacksonville), Florida as part of our Project Uno profit improvement program. As of November 15, 2021, the Green Cove Springs facility of RFG ceased operations. We incurred $0.9 million of expenses for the nine months ended July 31, 2022, related to the closure of this facility.

(h)For the nine months ended July 31, 2023, we accrued $0.6 million in a legal settlement from a dispute from over 5 years ago connected to an old unused distribution agreement that was entered into over a decade ago. This legal settlement was considered out of the ordinary due to the length it took to settle and since we have not done business with this party for many years. There are no other similar matters outstanding. In addition, we incurred $0.1 million in associated legal fees.
(i)Tax impact of non-GAAP adjustments is based on effective year-to-date tax rates.


Calavo Growers, Inc.
Page 11 of 11

CALAVO GROWERS, INC.
RECONCILIATION OF EBITDA AND ADJUSTED EBITDA (UNAUDITED)
(in thousands, except per share amounts)

The following table presents EBITDA and adjusted EBITDA, each a non-GAAP measure, and reconciles them to net income (loss) attributable to Calavo Growers, Inc., which is the most directly comparable GAAP measure. See “Non-GAAP Financial Measures” earlier in this release.

Three months ended

July 31,

Nine months ended

July 31,

    

2023

    

2022

    

2023

    

2022

Net income (loss) attributable to Calavo Growers, Inc.

$

6,626

$

1,300

 

$

(437)

$

(2,933)

Interest Income

(117)

(136)

 

(480)

(402)

Interest Expense

 

793

 

485

1,482

 

1,272

Provision (benefit) for Income Taxes

 

617

 

984

21

 

(363)

Depreciation and Amortization

 

4,362

 

4,067

12,815

 

12,472

Stock-Based Compensation

 

979

 

754

4,382

 

2,123

EBITDA

$

13,260

$

7,454

$

17,783

$

12,169

Adjustments:

 

  

 

  

 

  

 

  

Non-cash losses recognized from unconsolidated entities (a)

 

498

 

269

 

398

 

812

Net loss (income) on Limoneira shares (c)

 

 

(1,225)

 

 

5,803

Rent expense add back (d)

 

108

 

108

 

324

 

324

Restructure costs - consulting and management recruiting and severance (e)

1,096

1,198

3,626

4,335

Expenses (recovery) related to Mexican tax matters (f)

(1,203)

303

1,231

1,148

Impairment, losses and charges related to property, plant and equipment (g)

235

929

Legal settlement and related expenses (h)

 

 

 

700

 

Adjusted EBITDA

$

13,759

$

8,107

$

24,297

$

25,520


See prior page for footnote references