0001558370-25-000209 | 10-K | XBRL Viewer

Income Taxes - Provision (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022
Current:
Federal	$ 1,987	$ 2,144	$ 3,778
State	105	281	147
Foreign	1,564	1,143	1,209
Total current	3,656	3,568	5,134
Deferred:
Federal	290	(349)	(2,568)
State	718	273	487
Foreign	(604)	2,656	(701)
Total deferred	404	2,580	(2,782)
Change in valuation allowance	(1,735)		813
Total income tax provision	$ 2,325	$ 6,148	$ 3,165

Basis of Presentation and Significant Accounting Policies (Tables)

12 Months Ended

Oct. 31, 2024

Significant Accounting Policies

Schedule of Financial Statements of Consignment Arrangements


	2024		2023		2022

Sales	$	71,921	$	56,811	$	59,748
Cost of Sales		64,242		51,937		53,238
Gross Profit	$	7,679	$	4,874	$	6,510

Schedule of basic and diluted net income per share


	Year ended October 31,
	2024		2023		2022
Numerator:
Net income (loss) from continuing operations	$	6,848	$	5,053	$	(6,848)
Add: Net income attributable to noncontrolling interest		(52)		(377)		353
Net income from continuing operations attributable to Calavo Growers, Inc.		6,796		4,676		(6,495)
Net income (loss) from discontinued operations (refer to Note 16)		(7,872)		(13,020)		246
Net loss attributable to Calavo Growers, Inc.	$	(1,076)	$	(8,344)	$	(6,249)

Denominator:
Weighted average shares - Basic		17,801		17,750		17,663
Effect on dilutive securities – Restricted stock/units/options		62		104		82
Weighted average shares - Diluted		17,863		17,854		17,745

Net income (loss) from continuing operations
Basic	$	0.38	$	0.26	$	(0.37)
Diluted	$	0.38	$	0.26	$	(0.37)

Net income (loss) from discontinued operations (refer to Note 16)
Basic	$	(0.44)	$	(0.73)	$	0.01
Diluted	$	(0.44)	$	(0.73)	$	0.01

Net loss per share attributable to Calavo Growers, Inc:
Basic	$	(0.06)	$	(0.47)	$	(0.35)
Diluted	$	(0.06)	$	(0.47)	$	(0.35)

Schedule of reconciliation of shareholders' equity attributable to noncontrolling interest

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



	Year ended		Year ended
Avocados de Jalisco noncontrolling interest	October 31, 2024		October 31, 2023

Noncontrolling interest, beginning	$	1,392	$	1,015
Net income attributable to noncontrolling interest of Avocados de Jalisco		52		377
Noncontrolling interest, ending	$	1,444	$	1,392

Stock-Based Compensation - General (Details) - 2020 Management Incentive Plan	1 Months Ended
	Apr. 30, 2021 shares
Share-based Compensation
Award expiration period	5 years
Common stock shares authorized (in shares)	1,500,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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

Income Taxes - Deferred Taxes (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Oct. 31, 2023
Income Taxes
Intangible assets		$ 941
Stock-based compensation	$ 837	316
State taxes	6	7
Allowance for accounts receivable	868	1,276
Inventories	515	591
Accrued liabilities	2,596	2,238
Operating lease liabilities	6,474	14,444
Net operating loss	2,510	4,109
Capital loss carryover	801	806
Credits and incentives	901	1,099
Total deferred income tax assets	15,508	25,827
Property, plant, and equipment	(1,153)	(6,340)
Intangible assets	(32)
Operating lease - Right of use assets	(4,597)	(12,111)
Prepaid expense	(491)
Other		(227)
Total deferred income tax liabilities	(6,273)	(18,678)
Valuation allowance	(1,762)	(4,885)
Net deferred income tax assets	$ 7,473	$ 2,264

Segment Information - Product (Details) $ in Thousands	12 Months Ended
Segment Information - Product (Details) $ in Thousands	Oct. 31, 2024 USD ($) segment	Oct. 31, 2023 USD ($)	Oct. 31, 2022 USD ($)
Segment reporting information
Number of reportable segments \| segment	2
Total gross sales	$ 672,122	$ 605,450	$ 781,715
Less sales allowances	(10,578)	(11,348)	(12,024)
Net sales	661,544	594,102	769,691
Avocados
Segment reporting information
Total gross sales	534,413	466,385	645,944
Tomatoes
Segment reporting information
Total gross sales	54,660	54,669	45,223
Papayas
Segment reporting information
Total gross sales	11,573	10,432	11,422
Other fresh products
Segment reporting information
Total gross sales	8	100	123
Guacamole
Segment reporting information
Total gross sales	71,468	73,068	77,143
Salsa
Segment reporting information
Total gross sales		796	1,860
Grown
Segment reporting information
Total gross sales	600,654	531,586	702,712
Less sales allowances	(3,030)	(4,190)	(4,507)
Net sales	597,624	527,396	698,205
Grown \| Avocados
Segment reporting information
Total gross sales	534,413	466,385	645,944
Grown \| Tomatoes
Segment reporting information
Total gross sales	54,660	54,669	45,223
Grown \| Papayas
Segment reporting information
Total gross sales	11,573	10,432	11,422
Grown \| Other fresh products
Segment reporting information
Total gross sales	8	100	123
Prepared
Segment reporting information
Total gross sales	71,468	73,864	79,003
Less sales allowances	(7,548)	(7,158)	(7,517)
Net sales	63,920	66,706	71,486
Prepared \| Guacamole
Segment reporting information
Total gross sales	$ 71,468	73,068	77,143
Prepared \| Salsa
Segment reporting information
Total gross sales		$ 796	$ 1,860

Inventories (Tables)

12 Months Ended

Oct. 31, 2024

Inventories

Schedule of Inventories

Inventories consist of the following (in thousands):


	October 31,
	2024		2023

Fresh fruit	$	20,002	$	15,429
Packing supplies and ingredients		6,936		7,347
Finished prepared foods		7,219		8,795
Total	$	34,157	$	31,571

Assets Held for Sale and Discontinued Operations (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Aug. 15, 2024	Jul. 31, 2024	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022
Results of operations
Gain on sale	$ 200
Impairment of goodwill		$ 9,300	$ 9,280
Fresh-cut products
Held for Sale and Discontinued Operations
Consideration for sale	$ 83,000
Major classes of assets and liabilities
Accounts receivable, net				$ 27,479
Inventories, net				7,859
Prepaid expenses and other current assets				2,195
Property, plant, and equipment, net				51,805
Operating lease right-of-use assets				29,676
Goodwill				18,442
Intangibles				5,423
Other assets				78
Total assets held for sale				142,957
Trade accounts payable				10,440
Accrued expenses				15,299
Current portion of operating leases				3,399
Current portion of long-term obligations and finance leases				773
Long-term operating leases, less current portion				28,065
Long-term obligations and finance leases, less current portion				1,002
Other long-term liabilities				228
Total liabilities held for sale				59,206
Results of operations
Net sales			272,177	377,846	$ 421,382
Cost of sales			259,757	371,880	401,306
Gross profit			12,420	5,966	20,076
Selling, general and administrative			14,023	19,124	18,944
Impairment of goodwill			9,280
Impairment and charges related to Florida facility closure					959
Operating income (loss)			(10,883)	(13,158)	173
Interest expense			(77)	(124)	(55)
Other income, net			32	56	214
Income (loss) from discontinued operations before income taxes and gain on sale			(10,928)	(13,226)	332
Gain on sale			192
Income tax benefit (expense)			2,864	206	(86)
Net income (loss) from discontinued operations			(7,872)	(13,020)	$ 246
Impairment of goodwill		$ 9,300
Select cash flow information
Net cash used in operating activities			(4,679)	(13,527)
Net cash used in investing activities			$ 82,408	$ (10,641)

Basis of Presentation and Significant Accounting Policies - SBC & FC (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022
Significant Accounting Policies
Stock-based compensation expense	$ 2,200	$ 5,200	$ 3,100
Foreign currency gains (losses)	(5,840)	1,378	$ (973)
Fixed rate long term obligation fair value	$ 5,100	$ 5,500

Segment Information (Tables)

12 Months Ended

Oct. 31, 2024

Segment Information

Schedule of sales by product and segment

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


	Year Ended October 31, 2024						Year Ended October 31, 2023
	Grown		Prepared		Total		Grown		Prepared		Total

Avocados	$	534,413	$	—	$	534,413	$	466,385	$	—	$	466,385
Tomatoes		54,660		—		54,660		54,669		—		54,669
Papayas		11,573		—		11,573		10,432		—		10,432
Other fresh income		8		—		8		100		—		100
Guacamole				71,468		71,468		—		73,068		73,068
Salsa		—		—		—		—		796		796
Total gross sales		600,654		71,468		672,122		531,586		73,864		605,450
Less sales allowances		(3,030)		(7,548)		(10,578)		(4,190)		(7,158)		(11,348)
Net sales	$	597,624	$	63,920	$	661,544	$	527,396	$	66,706	$	594,102


	Year Ended October 31, 2023						Year Ended October 31, 2022
	Grown		Prepared		Total		Grown		Prepared		Total

Avocados	$	466,385	$	—	$	466,385	$	645,944	$	—	$	645,944
Tomatoes		54,669		—		54,669		45,223		—		45,223
Papayas		10,432		—		10,432		11,422		—		11,422
Other fresh income		100		—		100		123		—		123
Guacamole		—		73,068		73,068		—		77,143		77,143
Salsa		—		796		796		—		1,860		1,860
Total gross sales		531,586		73,864		605,450		702,712		79,003		781,715
Less sales allowances		(4,190)		(7,158)		(11,348)		(4,507)		(7,517)		(12,024)
Net sales	$	527,396	$	66,706	$	594,102	$	698,205	$	71,486	$	769,691

Schedule of segment gross margin

The following table sets forth sales, cost of sales, and gross profit by segment (in thousands):



	Grown		Prepared		Total

	(All amounts are presented in thousands)
Year ended October 31, 2024
Net sales	$	597,624	$	63,920	$	661,544
Cost of sales		542,356		51,384		593,740
Gross profit	$	55,268	$	12,536	$	67,804

Year ended October 31, 2023
Net sales	$	527,396	$	66,706	$	594,102
Cost of sales		476,862		54,628		531,490
Gross profit	$	50,534	$	12,078	$	62,612

Year ended October 31, 2022
Net sales	$	698,205	$	71,486	$	769,691
Cost of sales		648,040		66,909		714,949
Gross profit	$	50,165	$	4,577	$	54,742

Schedule of long-lived assets by geographic areas

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


	United States		Mexico		Consolidated
October 31, 2024	$	24,531	$	29,669	$	54,200
October 31, 2023	$	25,986	$	34,938	$	60,924

Dividends

12 Months Ended

Oct. 31, 2024

Dividends

Dividends

13. Dividends

In November 2022, we announced that we would begin declaring and paying dividends quarterly rather than annually which had been our prior practice.

On January 31, 2024, we paid a dividend of $0.10 per share, or an aggregate of $1.8 million, to shareholders of record on January 26, 2024. On April 29, 2024, we paid a dividend of $0.10 per share, or an aggregate of $1.8 million, to shareholders of record on April 1, 2024. On July 30, 2024, we paid a dividend of $0.10 per share, or an aggregate of $1.8 million, to shareholders of record on July 2, 2024. On October 30, 2024, we paid a dividend of $0.20 per share, or an aggregate of $3.6 million, to shareholders of record on October 2, 2024.

On December 30, 2024, our board of directors declared a cash dividend of $0.20 per share. This dividend will be paid on January 31, 2025, to shareholders of record on January 10, 2025.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Basis of Presentation and Significant Accounting Policies - Concentration (Details) - USD ($) $ in Millions	12 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022
Concentration of risk
Accrued liabilities related to goods and services	$ 12.0	$ 5.3
Top Ten Customers \| Customer concentration \| Sales revenue
Concentration of risk
Concentration of risk (as a percent)	50.00%	60.00%	50.00%
Walmart \| Customer concentration \| Sales revenue
Concentration of risk
Concentration of risk (as a percent)	12.00%	12.00%	14.00%
Kroger \| Customer concentration \| Sales revenue
Concentration of risk
Concentration of risk (as a percent)		10.00%

Basis of Presentation and Significant Accounting Policies - Prepaid (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Oct. 31, 2023
Significant Accounting Policies
Non-trade receivables	$ 4,200	$ 5,900
Mexican IVA	2,000	2,700
Prepaid expenses	3,500	4,200
Allowances of accounts receivable	$ 3,624	$ 3,364

Inventories

12 Months Ended

Oct. 31, 2024

Inventories

Inventories

3. Inventories

Inventories consist of the following (in thousands):


	October 31,
	2024		2023

Fresh fruit	$	20,002	$	15,429
Packing supplies and ingredients		6,936		7,347
Finished prepared foods		7,219		8,795
Total	$	34,157	$	31,571

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

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

Leases - Costs and Other Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022
Lease costs
Amortization of financing lease assets (recorded in cost of sales)	$ 994	$ 812	$ 600
Operating lease cost	4,202	4,136
Short-term lease cost	952	672
Variable lease cost	62	61
Interest on financing lease liabilities	255	179
Total lease cost	6,465	5,860
Operating cash flows for operating leases	3,878	3,732
Financing cash flows for finance leases	882	702
Operating cash flows for finance leases	255	167
Right of use assets obtained for operating lease	$ 3,700	$ 200

Stock-Based Compensation (Tables)

12 Months Ended

Oct. 31, 2024

Stock-Based Compensation

Summary of RSU activity

A combined 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, 2023	51	$	35.36
Granted	41	$	24.42
Vested	(21)	$	34.85
Forfeited	(14)	$	34.90
Outstanding at October 31, 2024	57	$	27.40	$	1,514

Summary of PRSU activity

Assumptions for fair value stock options


Risk-free interest rate	4.47	%
Expected volatility	43.0	%
Dividend yield	1.6	%
Expected life (years)	5.0

Summary of stock option activity


		Weighted-Average		Aggregate
		Exercise		Intrinsic
	Number of Shares	Price		Value
Outstanding at October 31, 2023	525	$	25.44
Granted	10	$	25.84
Outstanding at October 31, 2024	535	$	25.44	$	1,102
Vested and Exercisable at October 31, 2024	21	$	26.82	$	438

Other assets

12 Months Ended

Oct. 31, 2024

Other assets

Other assets

5. Other Assets

Other assets consist of the following (in thousands):


	October 31,		October 31,
	2024		2023
Mexican IVA (i.e. value-added) taxes receivable, net (see Note 14)	$	48,739	$	49,888
Infrastructure advances		467		1,641
Other		710		852
Total	$	49,916	$	52,381

Leases (Tables)

12 Months Ended

Oct. 31, 2024

Leases

Schedule of lease-related assets and liabilities and cost

The following table presents the lease-related assets and liabilities recorded on the balance sheet as of October 31, 2024 and 2023 (in thousands):


		October 31,		October 31,
		2024		2023

Assets
Non-current assets:
Operating lease assets	Operating lease right-of-use assets	$	18,316	$	18,357
Finance lease assets	Property, plant and equipment, net		4,609		5,051
		$	22,925	$	23,408
Liabilities
Current liabilities:
Operating	Current portion of operating leases	$	3,296	$	3,663
Finance	Current portion of long-term obligations and finance leases		874		831
Long-term obligations
Operating	Long-term operating leases, less current portion		17,476		17,328
Finance	Long-term obligations and finance leases, less current portion		4,274		4,645
		$	25,920	$	26,467


Weighted-average remaining lease term:	Fiscal 2024		Fiscal 2023
Operating leases	6.5 years		6.6 years
Finance leases	7.0 years		7.6 years

Weighted-average discount rate:
Operating leases	2.49	%	2.96	%
Finance leases	4.89	%	4.63	%

Lease Costs

The following table presents certain information related to the lease costs for finance and operating leases for the years ended October 31, 2024 and 2023 (in thousands):


	Year ended		Year ended
	October 31, 2024		October 31, 2023
Amortization of financing lease assets (recorded in cost of sales)	$	994	$	812
Operating lease cost		4,202		4,136
Short-term lease cost		952		672
Variable lease cost		62		61
Interest on financing lease liabilities		255		179
Total lease cost	$	6,465	$	5,860

Other Information

The following table presents supplemental cash flow information related to the leases for the years ended October 31, 2024 and 2023 (in thousands):


	Year ended		Year ended
Cash paid for amounts included in the measurement of lease liabilities	October 31, 2024		October 31, 2023
Operating cash flows for operating leases	$	3,878	$	3,732
Financing cash flows for finance leases		882		702
Operating cash flows for finance leases		255		167

Schedule of undiscounted cash flows of operating lease

The following table reconciles the undiscounted cash flows for each of the first five years and total remaining years to the finance lease liabilities and operating lease liabilities recorded on the balance sheet as of October 31, 2024 (in thousands):


	Operating		Finance
Year	Leases		Leases
2025	$	3,741	$	1,101
2026		3,524		922
2027		3,467		827
2028		3,377		758
2029		3,139		584
Thereafter		5,055		1,864
Total lease payments		22,303		6,056
Less: imputed interest		1,531		908
Total lease liability	$	20,772	$	5,148

Schedule of undiscounted cash flows of finance lease


	Operating		Finance
Year	Leases		Leases
2025	$	3,741	$	1,101
2026		3,524		922
2027		3,467		827
2028		3,377		758
2029		3,139		584
Thereafter		5,055		1,864
Total lease payments		22,303		6,056
Less: imputed interest		1,531		908
Total lease liability	$	20,772	$	5,148

Related-Party Transactions (Details) - USD ($) $ in Thousands	1 Months Ended			3 Months Ended		12 Months Ended
	Jul. 31, 2021	Oct. 31, 2020	Jul. 31, 2015	Apr. 30, 2021	Jan. 31, 2021	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022	Jan. 31, 2024
Related-Party Transactions
Dividend income								$ 800
Equity securities gain (loss)								(8,605)
Gross proceeds for common stock								18,450
Investments in unconsolidated entities						$ 2,424	$ 2,902
Advances to suppliers-related party note						(714)	1,326	4,677
Advances to suppliers						14,570	14,684
Payable to growers						18,377	14,788
Non-cash settlement of advance						606	928	1,060
Don Memo \| Agricola Belher \| Don Memo
Related-Party Transactions
Ownership interest (as a percent)			50.00%
Directors
Related-Party Transactions
Purchases from related parties						5,800	2,700	7,500
Accounts payable to related parties						0	0
Chief Executive Officer
Related-Party Transactions
Purchases from related parties						13,200	3,100
Equity method-Don Memo
Related-Party Transactions
Purchases from related parties						14,400	15,800	13,700
Investment in FreshRealm			$ 2,000
Investments in unconsolidated entities						2,400	2,900	3,800
Amount loaned		$ 700		$ 600	$ 700
Advances to suppliers						7,700	7,300	7,000
Loan receivable fixed interest rate (as a percent)		7.25%
Commitment amount		$ 2,400
Loan to related parties						1,600	1,600
Tomato liability due to related party						$ 3,100	1,500	1,900
Equity method-Don Memo \| Don Memo
Related-Party Transactions
Ownership interest (as a percent)						50.00%
Other related party \| Agricola Belher
Related-Party Transactions
Purchases from related parties						$ 29,000	16,200	19,400
Amount loaned	$ 3,500
Advances to suppliers						5,100	5,400	4,500
Loan receivable fixed interest rate (as a percent)	10.00%
Payment one									$ 600
Payment two									600
Payment three									$ 500
Non-cash settlement of advance						600	900	1,100
Other related party \| Agricola Belher \| Prepaid expenses and other current assets
Related-Party Transactions
Loan to related parties						600	1,700
Other related party \| Agricola Belher \| Other assets
Related-Party Transactions
Loan to related parties						500
Subsidiary-Avocados de Jalisco
Related-Party Transactions
Purchases from related parties						$ 800	$ 8,100	$ 7,000
Subsidiary-Avocados de Jalisco \| Avocados De Jalisco
Related-Party Transactions
Subsidiary ownership (as a percent)						83.00%

Basis of Presentation and Significant Accounting Policies - Presentation (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Oct. 31, 2023
Significant Accounting Policies
Restricted cash	$ 0	$ 761
Prepaid expenses and other current assets	9,976	11,739
Credit Facility
Significant Accounting Policies
Restricted cash	$ 0	800
Prepaid expenses and other current assets		$ 3,000
Avocados De Jalisco \| Avocados De Jalisco
Significant Accounting Policies
Subsidiary ownership (as a percent)	83.00%

Commitments and Contingencies (Details) $ in Thousands, $ in Millions			1 Months Ended	12 Months Ended
	Aug. 15, 2024 USD ($)	Aug. 18, 2021	Jul. 31, 2018 MXN ($)	Oct. 31, 2024 USD ($)	Oct. 31, 2023 USD ($)	Oct. 31, 2024 MXN ($)	Jul. 31, 2021 USD ($)	Jun. 25, 2021 USD ($)
Commitments and Contingencies
Operating lease cost				$ 4,202	$ 4,136
Variable lease cost				62	$ 61
Assigned leases
Commitments and Contingencies
Term of contract	5 years 3 months 18 days
Operating lease cost	$ 32,000
Variable lease cost	$ 13,300
Mexican Tax Authority \| Tax Assessment 2013
Commitments and Contingencies
Settlement related fees				1,000
Fixed assets net book value under lien								$ 26,000
Amount disputed			$ 2,600	128,900
Bank accounts under lien								$ 1,000
Percentage of tax on fruit purchase deposits		16.00%
Tax dispute liability accrued							$ 11,000
Estimate of loss				148,800		$ 3,000
Mexican Tax Authority \| Tax Assessment 2013 \| Employee Profit Sharing
Commitments and Contingencies
Estimate of loss				$ 5,900		$ 118

Property, Plant, and Equipment

12 Months Ended

Oct. 31, 2024

Property, Plant, and Equipment

Property, Plant, and Equipment

4. Property, Plant, and Equipment

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


	October 31,
	2024		2023

Land	$	8,201	$	7,022
Buildings and improvements		30,404		31,011
Leasehold improvements		3,490		3,429
Equipment		79,735		77,208
Information systems - hardware and software		10,582		10,545
Construction in progress		133		2,895
		132,545		132,110
Less accumulated depreciation and amortization		(78,345)		(71,186)
	$	54,200	$	60,924

Depreciation expense was $6.6 million, $6.7 million and $6.8 million for fiscal years 2024, 2023, and 2022, respectively. Included in property, plant, and equipment are finance leases. Amortization of finance leases was $1.0 million, $0.8 million and $0.6 million for fiscal years 2024, 2023, and 2022, respectively.

Assets Held for Sale and Discontinued Operations

12 Months Ended

Oct. 31, 2024

Assets Held for Sale and Discontinued Operations

Assets Held for Sale and Discontinued Operations

16.Assets Held for Sale and Discontinued Operations

We completed the sale of our Fresh Cut business (formerly “RFG”) and related real estate on August 15, 2024 for $83.0 million, subject to various closing adjustments. The Fresh Cut business represents substantially all of the business of the Prepared segment other than the guacamole business, which was retained. For more information, see Note 17.

During the year ended October 31, 2024, we concluded that the Fresh Cut business met the requirements to be classified as held for sale and discontinued operations. As a result, the financial results of that business are reported as discontinued operations in the accompanying statements of operations, and its assets and liabilities are reflected as amounts held for sale in the accompanying balance sheets. Our reporting segments have also been changed for the effects of the divestiture, as described in Note 10.

The following table presents the major classes of assets and liabilities of the Fresh Cut business that are classified as held for sale in the accompanying balance sheets (in thousands).


	October 31,		October 31,
	2024		2023

Accounts receivable, net	$	—	$	27,479
Inventories, net		—		7,859
Prepaid expenses and other current assets		—		2,195
Property, plant, and equipment, net		—		51,805
Operating lease right-of-use assets		—		29,676
Goodwill		—		18,442
Intangibles		—		5,423
Other assets		—		78
Total assets held for sale	$	—	$	142,957


Trade accounts payable	$	—	$	10,440
Accrued expenses		—		15,299
Current portion of operating leases		—		3,399
Current portion of long-term obligations and finance leases		—		773
Long-term operating leases, less current portion		—		28,065
Long-term obligations and finance leases, less current portion		—		1,002
Other long-term liabilities		—		228
Total liabilities held for sale	$	—	$	59,206

Goodwill related to our Prepared segment was allocated between our Fresh Cut and Guacamole businesses based on the relative fair value of the disposal group and the portion of the reporting unit to be retained as of the date of the assets held for sale determination as described in Note 2.

The following table summarizes the results of operations of the Fresh Cut business that are being reported as discontinued operations (in thousands):


	Year Ended October 31,
	2024		2023		2022

Net sales	$	272,177	$	377,846	$	421,382
Cost of sales		259,757		371,880		401,306
Gross profit		12,420		5,966		20,076
Selling, general and administrative		14,023		19,124		18,944
Impairment of goodwill		9,280		—		—
Impairment and charges related to Florida facility closure		—		—		959
Operating income (loss)		(10,883)		(13,158)		173
Interest expense		(77)		(124)		(55)
Other income, net		32		56		214
Income (loss) from discontinued operations before income taxes and gain on sale		(10,928)		(13,226)		332
Gain on sale		192		—		—
Income tax benefit (expense)		2,864		206		(86)
Net income (loss) from discontinued operations	$	(7,872)	$	(13,020)	$	246

During the third quarter of fiscal 2024, as a result of ongoing negotiations and finalization of the sales price of our Fresh Cut business, we evaluated whether it was more likely than not that the carrying value of the Fresh Cut business exceeded its fair value and performed an impairment analysis. Accordingly, the Company recorded a goodwill impairment charge of $9.3 million during this period.

Select cash flow information related to the Fresh Cut business follows (in thousands):


	Year ended
	October 31,
	2024		2023

Net cash used in operating activities	$	(4,679)	$	(13,527)
Net cash provided by (used in) investing activities	$	82,408	$	(10,641)

Inventories (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Oct. 31, 2023
Inventories
Fresh fruit	$ 20,002	$ 15,429
Packing supplies and ingredients	6,936	7,347
Finished prepared foods	7,219	8,795
Total inventories	$ 34,157	$ 31,571

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022
CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales	$ 661,544	$ 594,102	$ 769,691
Cost of sales	593,740	531,490	714,949
Gross profit	67,804	62,612	54,742
Selling, general and administrative	50,038	47,276	46,538
Expenses related to Mexican tax matters	1,043	3,128	1,417
Operating income	16,723	12,208	6,787
Foreign currency gain (loss)	(5,840)	1,378	(973)
Interest income	1,020	605	500
Interest expense	(2,893)	(2,371)	(1,631)
Other income, net	641	260	803
Unrealized net loss on Limoneira shares			(8,605)
Income (loss) before income taxes and loss from unconsolidated entities	9,651	12,080	(3,119)
Income tax expense	(2,325)	(6,148)	(3,165)
Net loss from unconsolidated entities	(478)	(879)	(564)
Net income from continuing operations	6,848	5,053	(6,848)
Net income (loss) from discontinued operations	(7,872)	(13,020)	246
Net loss	(1,024)	(7,967)	(6,602)
Add: Net income (loss) attributable to noncontrolling interest	(52)	(377)	353
Net loss attributable to Calavo Growers, Inc.	$ (1,076)	$ (8,344)	$ (6,249)
Earnings Per Share, Basic
Basic, Continuing Operations (in dollars per shares)	$ 0.38	$ 0.26	$ (0.37)
Basic, Discontinued Operations (in dollars per shares)	(0.44)	(0.73)	0.01
Net loss - Basic (in dollars per shares)	(0.06)	(0.47)	(0.35)
Earnings Per Share, Diluted
Diluted, Continuing Operations (in dollars per shares)	0.38	0.26	(0.37)
Diluted, Discontinued Operations (in dollars per shares)	(0.44)	(0.73)	0.01
Net loss - Diluted (in dollars per shares)	$ (0.06)	$ (0.47)	$ (0.35)
Number of shares used in per share computation:
Basic (in shares)	17,801	17,750	17,663
Diluted (in shares)	17,863	17,854	17,745

Basis of Presentation and Significant Accounting Policies

12 Months Ended

Oct. 31, 2024

Significant Accounting Policies

Basis of Presentation and Significant Accounting Policies

2. Basis of Presentation and Significant Accounting Policies

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

Our consolidated financial statements include the accounts of i) Calavo Growers, Inc., ii) our wholly owned subsidiaries, Calavo de Mexico S.A. de C.V. (Calavo de Mexico), Calavo Growers de Mexico, S. de R.L. de C.V. (Calavo Growers de Mexico), Maui Fresh International, Inc. (Maui), Hawaiian Sweet, Inc. (HS), CW Hawaii Pride, LLC (HP), and RFG 2D, LLC (formerly known as Renaissance Food Group, LLC or RFG, including its wholly-owned subsidiaries) and iii) Avocados de Jalisco, S.A.P.I. de C.V. (Avocados de Jalisco), in which we have an 83% ownership interest. All intercompany accounts and transactions have been eliminated in consolidation.

Retrospective reclassifications have been made to prior period financial statements and disclosures to present the Fresh Cut business unit as discontinued operations (see Note 16, “Assets Held for Sale and Discontinued Operations”).

Prior period amounts related to foreign currency remeasurement gains (losses) have been reclassified from cost of sales to foreign currency gain (loss) to conform to the current period presentation.

Use of Estimates

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

Cash and Cash Equivalents

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

Restricted Cash

As of October 31, 2023, in connection with the Credit Facility, we had temporarily posted cash collateral to satisfy certain collateral requirements related to our transition between banks providing letters of credit related to our workers compensation insurance policies. Accordingly as of October 31, 2023, we recorded $0.8 million in restricted cash and $3.0 million of prepaid and other current assets, related to this transition. As of October 31, 2024, we no longer have restricted cash nor prepaid and other current assets related to our workers compensation insurance policies outstanding. Both have been replaced by standby letters-of-credit.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist primarily of non-trade receivables, infrastructure advances and prepaid expenses. Non-trade receivables were $4.2 million and $5.9 million at October 31, 2024 and 2023, respectively. Included in non-trade receivables are $2.0 million and $2.7 million related to the current portion of non-CDM Mexican IVA (i.e. value-added) taxes at October 31, 2024 and 2023 (See Note 14). Infrastructure advances are discussed below. Prepaid expenses totaling $3.5 million and $4.2 million at October 31, 2024 and 2023, respectively, are primarily for insurance, rent and other items.

Accounts Receivable

Trade accounts receivable are reported at amounts due from customers, net of an allowance for estimated credit losses and customer deductions accounted for as variable consideration. The Company performs credit evaluations of customers and evaluates the need for allowances for potential credit losses based on historical experience, as well as current and expected general economic conditions.

The total allowance for estimated uncollectable accounts receivable balances and customer deductions were $3.6 million and $3.4 million as of October 31, 2024 and 2023, respectively.

Inventories

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

Property, Plant, and Equipment

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

Goodwill

Goodwill is tested for impairment on an annual basis and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment. Additionally, when a business

within a reporting unit is disposed of, goodwill is allocated to the disposed business using the relative fair value method. Relative fair value is estimated using a combination of a discounted cash flow analysis and market valuation approach. We perform a goodwill impairment test on an annual basis, and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When evaluating goodwill for impairment, we may first perform a qualitative assessment (“step zero” of the impairment test) to determine whether it is more likely than not that a reporting unit is impaired. If we decide not to perform a qualitative assessment, or if we determine that it is more likely than not the carrying amount of a reporting unit exceeds its fair value, then we perform a quantitative assessment (“step one” of the impairment test), and calculate the estimated fair value of the reporting unit. To the extent the carrying amount of the reporting unit’s allocated goodwill exceeds the unit’s fair value, we recognize an impairment of goodwill for the excess up to the amount of goodwill of that reporting unit.

As a result of the Fresh Cut business being classified as held for sale and discontinued operations, goodwill related to our Prepared segment was allocated between our Fresh Cut and Guacamole businesses based on the relative fair value of the disposal group and the portion of the reporting unit to be retained as of the date of the assets held for sale determination. The relative fair value was determined based on a discounted cash flow analysis, which included estimates to assumptions such as the weighted-average cost of capital, revenue growth rates, and profitability assumptions. Prior to the goodwill reallocation, an impairment assessment was performed which indicated no impairment to the Company’s reporting units. During our fiscal third quarter, given the sale of our Fresh Cut business was pending, we evaluated whether it was more likely than not that the carrying value of the Fresh Cut business exceeded its fair value. We performed an impairment analysis in which the fair value was estimated based on the arm’s length sale price. Accordingly, the Company recorded a goodwill impairment charge of $9.3 million during the quarter ended July 31, 2024 as a result of the ongoing negotiations and finalization of the sale price (See Note 16).

In fiscal 2024 and 2023, the Company performed a qualitative assessment for its Grown reporting unit by reviewing macroeconomic conditions, industry and market conditions, cost factors, overall performance compared with prior projections, and other relevant entity-specific events, and performed a quantitative assessment for its Prepared reporting unit. The quantitative assessment of the Company’s Prepared reporting unit was determined using a combination of valuation techniques, including a discounted cash flow methodology. To corroborate the discounted cash flow analysis, a market approach is utilized using observable market data such as comparable companies in similar lines of business that are publicly traded. Other than the goodwill impairment charge of $9.3 million, as discussed above, the Company concluded based on quantitative assessment tests that no goodwill impairment existed in the fiscal years ended October 31, 2024 and 2023. Goodwill impairment testing requires significant judgment and management estimates, including, but not limited to, the determination of (i) the number of reporting units, (ii) the goodwill and other assets and liabilities to be allocated to the reporting units and (iii) the fair values of the reporting units which include forecasted cash flow. The estimates and assumptions described above, along with other factors such as discount rates, will significantly affect the outcome of the impairment tests and the amounts of any resulting impairment losses.

Long-lived Assets

Long-lived assets, including fixed assets and intangible assets (other than goodwill), are continually monitored and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. The determination of recoverability is based on an estimate of undiscounted cash flows expected to result from the use of an asset and its eventual disposition. The estimate of undiscounted cash flows is based upon, among other things, certain assumptions about future operating performance, growth rates and other factors. Estimates of undiscounted cash flows may differ from actual cash flows due to, among other things, technological changes, economic conditions, changes to the business model or changes in operating performance. If the sum of the undiscounted cash flows (excluding interest) is less than the carrying value, an impairment loss will be recognized, measured as the amount by which the carrying value exceeds the fair value of the asset. For fiscal years 2024 and 2023, we performed our annual assessment of long-lived assets and determined that no impairment existed as of October 31, 2024 and 2023.

Investments

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

In December 2014, Calavo formed a wholly-owned subsidiary Calavo Growers De Mexico, S. de R.L. de C.V. (Calavo Sub). In July 2015, Calavo Sub entered into a Shareholder Agreement with Grupo Belo del Pacifico, S.A. de C.V., (Belo) a Mexican company owned by Agricola Belher, and Agricola Don Memo, S.A. de C.V. (Don Memo). Don Memo, a Mexican corporation formed in July 2013, is engaged in the business of owning and improving land in Jalisco, Mexico for the growing and sale of tomatoes and other produce. Belo and Calavo Sub have an equal one-half ownership interest in Don Memo. Pursuant to a management service agreement, Belo, through its officers and employees, shall have day-to-day power and authority to manage the operations. This investment contribution represents Calavo Sub’s 50% ownership in Don Memo, which is included in investment in unconsolidated entities on our balance sheet. We use the equity method to account for this investment. As of October 31, 2024 and 2023, we have an investment of $2.4 million and $2.9 million, respectively, in Don Memo.

Advances to Suppliers

We advance funds to third-party growers primarily in Mexico for various farming needs. Typically, we obtain collateral (i.e. fruit, fixed assets, etc.) that approximates the value at risk, prior to making such advances. We continuously evaluate the ability of these growers to repay advances in order to evaluate the possible need to record an allowance. No such allowance was required at October 31, 2024 and 2023.

Pursuant to our distribution agreement with Agricola Belher (Belher) of Mexico, a producer of fresh vegetables, primarily tomatoes, for export to the U.S. market, Belher agreed, at their sole cost and expense, to harvest, pack, export, ship, and deliver tomatoes exclusively to our Company, primarily to the facility we use in Arizona. In exchange, we agreed to sell and distribute such tomatoes, make advances to Belher for operating purposes, provide additional advances as shipments are made during the season (subject to limitations, as defined), and return the proceeds from such tomato sales to Belher, net of our commission and aforementioned advances. These advances will be collected through settlements, typically by the end of each year. As of October 31, 2024 and 2023, we have total advances, offset by tomato liabilities, of $5.1 million and $5.4 million, respectively, to Belher pursuant to this agreement, respectively, which are recorded in advances to suppliers.

Similar to Belher, we make advances to Don Memo for operating purposes, provide additional advances as shipments are made during the season, and return the proceeds from such tomato sales to Don Memo, net of our commission and aforementioned advances. As of October 31, 2024 and 2023, we have total advances, net of tomato liabilities of $7.7 million and $7.3 million, respectively, to Don Memo, which is recorded in advances to suppliers, offset by tomato liabilities from the sales of tomatoes per the tomato marketing agreement.

We also have a distribution agreement with tomato grower Exportadora Silvalber (Silvalber) similar to Belher and Don Memo. We had $1.8 million in advances, offset by tomato liabilities, as of October 31, 2024 and 2023.

Infrastructure Advances

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

In October 2020, we entered into an infrastructure loan agreement with Don Memo for $2.4 million secured by Don Memo’s property and equipment. This infrastructure loan accrues interest at 7.25%. In October 2020, we advanced $0.7 million related to this loan agreement. We advanced an additional $0.7 million, and $0.6 million in the first, and second

quarters of fiscal 2021, respectively. We had a total balance outstanding of $1.6 million at October 31, 2024 (included in prepaids and other current assets) and at October 31, 2023 (included in other assets).

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 2024, this loan was amended to be due with installments of $0.6 million on July 31, 2024, $0.6 million on July 31, 2025 and $0.5 million on July 31, 2026. As part of this amended loan agreement, we can withhold payments on both the infrastructure advances and the bridge loan through the netting the amount due against the grower payable due to Belher. For each the years ended October 31, 2024 and 2023, we withheld $0.6 million and $0.9 million, respectively, from payments to Belher to offset the bridge loan repayments. As of October 31, 2024 the remaining bridge loan has been recorded as $0.6 million in prepaid expenses and other current assets and $0.5 million in other assets. As of October 31, 2023 the remaining bridge loan was recorded as $1.7 million was recorded in prepaid expenses and other current assets.

Accrued Expenses

Included in accrued expenses are liabilities related to the receipt of goods and/or services for which an invoice has not yet been received. These totaled approximately $12.0 million and $5.3 million for the years ended October 31, 2024 and 2023, respectively.

Leases

Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The Company makes a determination if an arrangement constitutes a lease at inception, and categorizes the lease as either an operating or finance lease.

Right-of-use assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. For finance leases, we recognize interest expense and amortization of the right-of-use asset, and for operating leases, we recognize lease expense on a straight-line basis over the lease term. The interest expense amortization component of the finance lease liabilities is recorded within interest expense on the consolidated statements of operations.

When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. We estimated our incremental borrowing rate based upon a synthetic credit rating and yield curve analysis. As a result, the incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.

We have elected the short-term lease recognition exemption for all leases that qualify (under one year term), meaning we will recognize expense on a straight-line basis and will not include the recognition of a right-of-use asset or lease liability. We will account for lease and non-lease components as a single-lease component for all leases.

Revenue Recognition

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

Sales Incentives and Other Promotional Programs

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

Promotional Allowances

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

Principal vs. Agent Considerations

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

Customers

We sell to retail grocery, foodservice, club stores, mass merchandisers, food distributors and wholesale customers. Our top ten customers accounted for approximately 50%, 60% and 50% of our consolidated net sales in fiscal years 2024, 2023 and 2022, respectively. Sales to our largest customer, Walmart (including its affiliates) represented approximately 12%, 12%, and 14% of net sales in each of fiscal years 2024, 2023, and 2022, respectively. Kroger, represented approximately 10% of net sales in fiscal year 2023. No other single customer accounted for more than 10% of our net sales in any of the last three fiscal years.

Shipping and Handling

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

Consignment Arrangements

We frequently enter into consignment arrangements with avocado and tomato growers and packers located outside of the U.S. and growers of certain perishable products in the U.S. Although we generally do not take legal title to these avocados and perishable products, we do assume responsibilities (principally assuming credit risk, inventory loss and delivery risk, and pricing risk) that are consistent with acting as a principal in the transaction. Accordingly, the accompanying financial statements include sales and cost of sales from the sale of avocados and perishable products procured under consignment arrangements. Amounts recorded for each of the fiscal years ended October 31, 2024, 2023 and 2022 in the financial statements pursuant to consignment arrangements are as follows (in thousands):


	2024		2023		2022

Sales	$	71,921	$	56,811	$	59,748
Cost of Sales		64,242		51,937		53,238
Gross Profit	$	7,679	$	4,874	$	6,510

Advertising Expense

Advertising costs are expensed when incurred and are generally included as a component of selling, general and administrative expense. Such costs were approximately $0.3 million, $0.4 million and $0.6 million for fiscal years 2024, 2023, and 2022, respectively.

Research and Development

Research and development costs are expensed as incurred and are generally included as a component of selling, general and administrative expense. Total research and development costs for fiscal year 2024, 2023 and 2022 was approximately $0.1 million, $0.1 million and $0.1 million, respectively.

Restructuring Costs

For the year ended October 31, 2022, we recorded $2.8 million of consulting expenses (included in selling, general and administrative expenses) related to an enterprise-wide strategic business review conducted for the purpose of restructuring to improve the profitability of the organization and efficiency of our operations. We also recorded $1.0 million, $5.5 million and $2.0 million for the years ended October 31, 2024, 2023 and 2022, respectively, of management recruiting and severance costs related to this restructuring initiative.

Other Income

Included in other income is dividend income totaling $0.8 million for fiscal year 2022.

Income Taxes

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

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

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

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

Basic and Diluted Net Income (Loss) per Share

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

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


	Year ended October 31,
	2024		2023		2022
Numerator:
Net income (loss) from continuing operations	$	6,848	$	5,053	$	(6,848)
Add: Net income attributable to noncontrolling interest		(52)		(377)		353
Net income from continuing operations attributable to Calavo Growers, Inc.		6,796		4,676		(6,495)
Net income (loss) from discontinued operations (refer to Note 16)		(7,872)		(13,020)		246
Net loss attributable to Calavo Growers, Inc.	$	(1,076)	$	(8,344)	$	(6,249)

Denominator:
Weighted average shares - Basic		17,801		17,750		17,663
Effect on dilutive securities – Restricted stock/units/options		62		104		82
Weighted average shares - Diluted		17,863		17,854		17,745

Net income (loss) from continuing operations
Basic	$	0.38	$	0.26	$	(0.37)
Diluted	$	0.38	$	0.26	$	(0.37)

Net income (loss) from discontinued operations (refer to Note 16)
Basic	$	(0.44)	$	(0.73)	$	0.01
Diluted	$	(0.44)	$	(0.73)	$	0.01

Net loss per share attributable to Calavo Growers, Inc:
Basic	$	(0.06)	$	(0.47)	$	(0.35)
Diluted	$	(0.06)	$	(0.47)	$	(0.35)

For the year ended October 31, 2024, 2023 and 2022, approximately 62,000 shares, 104,000 shares, and 82,000 shares of common stock equivalents were excluded in the computation of diluted net loss per share, respectively, as the effect would be anti-dilutive since the Company reported a net loss.

Stock-Based Compensation

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

For the years ended October 31, 2024, 2023 and 2022, we recognized compensation expense of $2.2 million, $5.2 million, and $3.1 million related to stock-based compensation, respectively (See Note 12). For our restricted stock awards, the value of the stock-based compensation was determined from quoted market prices at the date of the grant. For our stock option awards, we measure the fair value of our stock options awards using the Black-Scholes-Merton and lattice-based option valuation models.

Foreign Currency Translation and Remeasurement

Our foreign operations are subject to exchange rate fluctuations and foreign currency transaction costs. The functional currency of our foreign subsidiaries is the United States (U.S.) dollar. As a result, monetary assets and liabilities are remeasured 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 measured using a weighted-average exchange rate for the period. Total foreign currency remeasurement losses for fiscal 2024 and 2022, net of gains, was $5.8 million and $1.0 million, respectively. Total foreign currency remeasurements gains for fiscal 2023, net of losses, was $1.4 million.

Fair Value of Financial Instruments

We believe that the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and short-term borrowings approximate fair value based on either their short-term nature or on terms currently available to the Company in financial markets. Due to current market rates, we believe that our fixed-rate long-term obligations and finance leases have nearly the same fair value and carrying value of approximately $5.1 million and $5.5 million as of October 31, 2024 and 2023, respectively.

Derivative Financial Instruments

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

Recently Issued Accounting Standards

In November 2023, the Financial Standards Accounting Board issued Accounting Standards Update 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures.

Noncontrolling Interest

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



	Year ended		Year ended
Avocados de Jalisco noncontrolling interest	October 31, 2024		October 31, 2023

Noncontrolling interest, beginning	$	1,392	$	1,015
Net income attributable to noncontrolling interest of Avocados de Jalisco		52		377
Noncontrolling interest, ending	$	1,444	$	1,392

Document and Entity Information - USD ($) $ in Billions	12 Months Ended
Document and Entity Information - USD ($) $ in Billions	Oct. 31, 2024	Dec. 31, 2024	Apr. 30, 2024
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Oct. 31, 2024
Document Transition Report	false
Securities Act File Number	000-33385
Entity Registrant Name	CALAVO GROWERS, INC
Entity Incorporation, State or Country Code	CA
Entity Tax Identification Number	33-0945304
Entity Address, Address Line One	1141-A Cummings Road
Entity Address, City or Town	Santa Paula
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93060
City Area Code	805
Local Phone Number	525-1245
Title of 12(b) Security	Common Stock
Trading Symbol	CVGW
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 0.5
Entity Common Stock, Shares Outstanding		17,837,351
Entity Central Index Key	0001133470
Current Fiscal Year End Date	--10-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	Deloitte & Touche LLP
Auditor Location	Los Angeles, California
Auditor Firm ID	34

Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended					12 Months Ended
	Jan. 31, 2025	Oct. 31, 2024	Jul. 31, 2024	Apr. 30, 2024	Jan. 31, 2024	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022
Dividends
Dividend declared (in dollars per share)							$ 0.4875
Dividend amount paid to shareholders						$ 8,921	$ 10,433	$ 20,330
Q1 2024 Dividends
Dividends
Dividends date paid					Jan. 31, 2024
Dividend declared (in dollars per share)					$ 0.1
Dividend amount paid to shareholders					$ 1,800
Dividends record date					Jan. 26, 2024
Q2 2024 Dividends
Dividends
Dividends date paid				Apr. 29, 2024
Dividend declared (in dollars per share)				$ 0.1
Dividend amount paid to shareholders				$ 1,800
Dividends record date				Apr. 01, 2024
Q3 2024 Dividends
Dividends
Dividends date paid			Jul. 30, 2024
Dividend declared (in dollars per share)			$ 0.1
Dividend amount paid to shareholders			$ 1,800
Dividends record date			Jul. 02, 2024
Q4 2024 Dividends
Dividends
Dividends date paid		Oct. 30, 2024
Dividend declared (in dollars per share)		$ 0.2
Dividend amount paid to shareholders		$ 3,600
Dividends record date		Oct. 02, 2024
Q1 2025 Dividends
Dividends
Dividends date paid	Jan. 31, 2025
Dividend declared (in dollars per share)	$ 0.2
Dividends record date	Jan. 10, 2025
Dividends date declared	Dec. 30, 2024

Segment Information

12 Months Ended

Oct. 31, 2024

Segment Information

Segment Information

10. Segment Information

Prior to the decision to divest our Fresh Cut business (formerly RFG), the Company’s Prepared reporting segment included the Fresh Cut business unit and our Guacamole business. As a result of the divestiture, the Fresh Cut business unit is no longer included in our Prepared business segment and is not included in the tables below. All segment information included herein reflects these changes. See Note 16 for further information.

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 consists of our guacamole products sold to retailers and foodservice companies as well as avocado pulp sold to foodservice companies. 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.

The following table sets forth sales, cost of sales, and gross profit by segment (in thousands):



	Grown		Prepared		Total

	(All amounts are presented in thousands)
Year ended October 31, 2024
Net sales	$	597,624	$	63,920	$	661,544
Cost of sales		542,356		51,384		593,740
Gross profit	$	55,268	$	12,536	$	67,804

Year ended October 31, 2023
Net sales	$	527,396	$	66,706	$	594,102
Cost of sales		476,862		54,628		531,490
Gross profit	$	50,534	$	12,078	$	62,612

Year ended October 31, 2022
Net sales	$	698,205	$	71,486	$	769,691
Cost of sales		648,040		66,909		714,949
Gross profit	$	50,165	$	4,577	$	54,742

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


	Year Ended October 31, 2024						Year Ended October 31, 2023
	Grown		Prepared		Total		Grown		Prepared		Total

Avocados	$	534,413	$	—	$	534,413	$	466,385	$	—	$	466,385
Tomatoes		54,660		—		54,660		54,669		—		54,669
Papayas		11,573		—		11,573		10,432		—		10,432
Other fresh income		8		—		8		100		—		100
Guacamole				71,468		71,468		—		73,068		73,068
Salsa		—		—		—		—		796		796
Total gross sales		600,654		71,468		672,122		531,586		73,864		605,450
Less sales allowances		(3,030)		(7,548)		(10,578)		(4,190)		(7,158)		(11,348)
Net sales	$	597,624	$	63,920	$	661,544	$	527,396	$	66,706	$	594,102


	Year Ended October 31, 2023						Year Ended October 31, 2022
	Grown		Prepared		Total		Grown		Prepared		Total

Avocados	$	466,385	$	—	$	466,385	$	645,944	$	—	$	645,944
Tomatoes		54,669		—		54,669		45,223		—		45,223
Papayas		10,432		—		10,432		11,422		—		11,422
Other fresh income		100		—		100		123		—		123
Guacamole		—		73,068		73,068		—		77,143		77,143
Salsa		—		796		796		—		1,860		1,860
Total gross sales		531,586		73,864		605,450		702,712		79,003		781,715
Less sales allowances		(4,190)		(7,158)		(11,348)		(4,507)		(7,517)		(12,024)
Net sales	$	527,396	$	66,706	$	594,102	$	698,205	$	71,486	$	769,691

Sales to customers outside the U.S. were approximately $38.6 million, $34.6 million and $27.8 million for fiscal years 2024, 2023, and 2022, respectively.

Our goodwill balance of $10.2 million is attributed by segment to Grown for $4.0 million and Prepared for $6.2 million as of October 31, 2024 and 2023.

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


	United States		Mexico		Consolidated
October 31, 2024	$	24,531	$	29,669	$	54,200
October 31, 2023	$	25,986	$	34,938	$	60,924

- 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.

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+ Details

Stock-Based Compensation - Fair Value Input (Details) - Employee Stock Option	3 Months Ended
	Jul. 31, 2024
Share-based Compensation
Risk-free interest rate	4.47%
Expected volatility	43.00%
Dividend yield	1.60%
Expected life (years)	5 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (PARENTHETICAL)	12 Months Ended
	Oct. 31, 2023 $ / shares
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Dividend declared (in dollars per share)	$ 0.4875

Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2021
Leases
Operating lease liability	$ 20,772
Other long-term liabilities	4,388	$ 4,425
Total shareholders' equity	201,776	210,229	$ 223,371	$ 226,883
Lease-related assets and liabilities
Operating lease assets	18,316	18,357
Finance lease asset	$ 4,609	$ 5,051
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization
Total	$ 22,925	$ 23,408
Current portion of operating leases	3,296	3,663
Finance lease liability, current	874	831
Long-term portion of operating leases	17,476	17,328
Finance lease liability, noncurrent	4,274	4,645
Total	$ 25,920	$ 26,467
Weighted-average remaining lease term: Operating leases	6 years 6 months	6 years 7 months 6 days
Weighted-average remaining lease term: Finance leases	7 years	7 years 7 months 6 days
Weighted-average discount rate: Operating leases	2.49%	2.96%
Weighted-average discount rate: Finance leases	4.89%	4.63%

Stock-Based Compensation - Non-options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022
Share-based Compensation
Stock-based compensation expense	$ 2,200	$ 5,200	$ 3,100
Restricted Stock
Share-based Compensation
Stock-based compensation expense	100	2,300
Unrecognized stock based compensation expenses	0
RSUs
Share-based Compensation
Stock-based compensation expense	1,400	$ 1,600
Unrecognized stock based compensation expenses	$ 300
Unrecognized compensation cost period	3 months 18 days
Stock closing price awarded (in dollars per share)	$ 24.42
Outstanding (in shares), Beginning Balance	51
Granted (in shares)	41
Vested (in shares)	(21)
Forfeited (in shares)	(14)
Outstanding (in shares), Ending Balance	57	51
Outstanding, Weighted-Average Exercise Price, beginning balance	$ 35.36
Granted, Weighted-Average Grant Price	24.42
Vested, Weighted-Average Grant Price	34.85
Forfeited, Weighted-Average Grant Price	34.9
Outstanding, Weighted-Average Exercise Price, ending balance	$ 27.4	$ 35.36
Aggregate Intrinsic Value	$ 1,514
PRSUs
Share-based Compensation
Stock-based compensation expense	$ 0	$ 200

Leases

12 Months Ended

Oct. 31, 2024

Leases

Leases

15. Leases

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

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

Lease Position

The following table presents the lease-related assets and liabilities recorded on the balance sheet as of October 31, 2024 and 2023 (in thousands):


		October 31,		October 31,
		2024		2023

Assets
Non-current assets:
Operating lease assets	Operating lease right-of-use assets	$	18,316	$	18,357
Finance lease assets	Property, plant and equipment, net		4,609		5,051
		$	22,925	$	23,408
Liabilities
Current liabilities:
Operating	Current portion of operating leases	$	3,296	$	3,663
Finance	Current portion of long-term obligations and finance leases		874		831
Long-term obligations
Operating	Long-term operating leases, less current portion		17,476		17,328
Finance	Long-term obligations and finance leases, less current portion		4,274		4,645
		$	25,920	$	26,467


Weighted-average remaining lease term:	Fiscal 2024		Fiscal 2023
Operating leases	6.5 years		6.6 years
Finance leases	7.0 years		7.6 years

Weighted-average discount rate:
Operating leases	2.49	%	2.96	%
Finance leases	4.89	%	4.63	%

Lease Costs

The following table presents certain information related to the lease costs for finance and operating leases for the years ended October 31, 2024 and 2023 (in thousands):


	Year ended		Year ended
	October 31, 2024		October 31, 2023
Amortization of financing lease assets (recorded in cost of sales)	$	994	$	812
Operating lease cost		4,202		4,136
Short-term lease cost		952		672
Variable lease cost		62		61
Interest on financing lease liabilities		255		179
Total lease cost	$	6,465	$	5,860

Other Information

The following table presents supplemental cash flow information related to the leases for the years ended October 31, 2024 and 2023 (in thousands):


	Year ended		Year ended
Cash paid for amounts included in the measurement of lease liabilities	October 31, 2024		October 31, 2023
Operating cash flows for operating leases	$	3,878	$	3,732
Financing cash flows for finance leases		882		702
Operating cash flows for finance leases		255		167

The total right-of-use assets obtained in exchange for new operating leases for the years ended October 31, 2024 and 2023 were $3.7 million and $0.2 million, respectively.

Undiscounted Cash Flows


	Operating		Finance
Year	Leases		Leases
2025	$	3,741	$	1,101
2026		3,524		922
2027		3,467		827
2028		3,377		758
2029		3,139		584
Thereafter		5,055		1,864
Total lease payments		22,303		6,056
Less: imputed interest		1,531		908
Total lease liability	$	20,772	$	5,148

Property, Plant, and Equipment (Tables)

12 Months Ended

Oct. 31, 2024

Property, Plant, and Equipment

Summary of Property, Plant, and Equipment

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


	October 31,
	2024		2023

Land	$	8,201	$	7,022
Buildings and improvements		30,404		31,011
Leasehold improvements		3,490		3,429
Equipment		79,735		77,208
Information systems - hardware and software		10,582		10,545
Construction in progress		133		2,895
		132,545		132,110
Less accumulated depreciation and amortization		(78,345)		(71,186)
	$	54,200	$	60,924

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022
Cash Flows from Operating Activities:
Net loss	$ (1,024)	$ (7,967)	$ (6,602)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	10,603	17,282	16,589
Non-cash operating lease expense	(1,751)	38	20
Realized and unrealized net loss on Limoneira shares			8,605
Net loss from unconsolidated entities	478	879	564
Impairment of goodwill	9,280
Divesture of Calavo Salsa Lisa		624
Impairment and non-cash charges related to closure of Florida facility			317
Gain on sale of RFG	(192)
Provision for uncollectible Mexican IVA taxes receivable	165	2,474
Stock-based compensation expense	2,160	5,210	3,139
Amortization of debt issuance costs	286
Gain on sale of Temecula packinghouse	(216)	(216)	(216)
Loss on disposal of property, plant, and equipment	56	40	186
Deferred income taxes	(5,209)	1,851	(117)
Effect on cash of changes in operating assets and liabilities:
Accounts receivable, net	(6,540)	(2,360)	19,850
Inventories	(1,886)	(989)	1,837
Prepaid expenses and other current assets	1,557	(5,466)	(147)
Advances to suppliers	714	(1,326)	(4,677)
Income taxes receivable/payable	2,945	3,620	8,128
Other assets	2,438	(7,594)	(4,961)
Payable to growers	3,589	(5,435)	(2,809)
Trade accounts payable, accrued expenses and other liabilities	6,966	(15,131)	10,527
Net cash provided by (used in) operating activities	24,419	(14,466)	50,233
Cash Flows from Investing Activities:
Purchases of property, plant, and equipment	(2,890)	(10,694)	(9,769)
Proceeds received from RFG Sale	83,000
Proceeds received from Limoneira stock sales			18,450
Net cash provided by (used in) investing activities	80,110	(10,694)	8,681
Cash Flows from Financing Activities:
Payment of dividend to shareholders	(8,921)	(10,433)	(20,330)
Proceeds from revolving credit facility	85,252	256,912	267,200
Payments on revolving credit facility	(120,276)	(223,089)	(303,700)
Payments of debt issuance cost	(148)	(693)
Payments of minimum withholding taxes on net share settlement of equity awards	(668)		(96)
Proceed from term loan		4,063
Payments on term loan	(4,063)
Proceeds from sale leaseback			240
Payments on long-term obligations and finance leases	(1,526)	(1,930)	(1,996)
Proceeds from stock option exercises		48	47
Net cash provided by (used in) financing activities	(50,350)	24,878	(58,635)
Net decrease in cash, cash equivalents and restricted cash	54,179	(282)	279
Cash, cash equivalents and restricted cash, beginning of period	2,852	3,134	2,855
Cash, cash equivalents and restricted cash, end of period	57,031	2,852	3,134
Supplemental Information:
Interest	2,637	2,492	1,482
Income taxes	2,292	1,492	2,601
Noncash Investing and Financing Activities:
Right of use assets obtained in exchange for new financing lease obligations	641	2,814	611
Settlement of Agricola Belher infrastructure advance offset against payable to growers	606	928	1,060
Property, plant, and equipment included in trade accounts payable and accrued expenses	$ 51	$ 1,794	$ 160

Mexican IVA taxes receivable

12 Months Ended

Oct. 31, 2024

Mexican IVA taxes receivable

Mexican IVA taxes receivable

14. Mexican IVA taxes receivable

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

As of October 31, 2024, and October 31, 2023, CDM IVA receivables, net of our estimated provision for uncollectable amounts, totaled $48.7 million (976.0 million Mexican pesos) and $49.9 million (913.6 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 2024, however, the tax authorities began carrying out more detailed reviews of our refund requests and our supporting documentation. Additionally, they are also questioning the refunds requested attributable to IVA paid to certain suppliers that allegedly did not fulfill their own tax obligations. We believe these factors, and others, have contributed to delays in the processing of IVA claims by the Mexican tax authorities. Currently, we are in the process of collecting such balances, primarily through regular administrative processes, but these amounts may ultimately need to be recovered through Administrative Appeals and/or legal means.

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

In 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 IVA is recoverable, since CDM demonstrated the existence of operations carried under the maquila services.

●

Resolved that certain IVA 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).

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 October 31, 2024, 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.

Related-Party Transactions

12 Months Ended

Oct. 31, 2024

Related-Party Transactions

Related-Party Transactions

8. Related-Party Transactions

Board of Directors and Chief Executive Officer

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 with other growers. During the years ended October 31, 2024, 2023, and 2022, the aggregate value of avocados procured from entities owned or controlled by members of our Board of Directors was $5.8 million, $2.7 million and $7.5 million, respectively. We did not have any amounts due to Board members as of October 31, 2024 and 2023. For the year ended October 31, 2024 and 2023, we have purchased $13.2 million and $3.1 million of avocados from entities affiliated with our Chief Executive Officer, respectively.

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

In December 2014, Calavo formed a wholly-owned subsidiary, Calavo Growers De Mexico, S. de R.L. de C.V. (Calavo Sub). In July 2015, Calavo Sub entered into a Shareholder Agreement with Belo, a Mexican company owned by Agricola Belher, and formed Agricola Don Memo, S.A. de C.V. Belo and Calavo Sub have an equal one-half ownership

interest in Don Memo in exchange for $2 million each. Pursuant to a management service agreement, Belo, through its officers and employees, has day-to-day power and authority to manage the operations. Therefore, Don Memo is accounted for on the equity method as an unconsolidated entity. Belo is entitled to a management fee payable annually in July of each year. Additionally, Calavo Sub is entitled to commission for the sale of produce in Mexico, the U.S., Canada, and any other overseas market.

As of October 31, 2024, 2023 and 2022, we have an investment of $2.4 million, $2.9 million and $3.8 million, respectively, representing Calavo Sub’s 50% ownership in Don Memo, which is included as an investment in unconsolidated entities on our balance sheet. We make advances to Don Memo for operating purposes, provide additional advances as shipments are made during the season, and return the proceeds from tomato sales under our marketing program to Don Memo, net of our commission and aforementioned advances. As of October 31, 2024, 2023 and 2022, we had outstanding advances of $7.7 million, $7.3 million and $7.0 million, respectively, to Don Memo. As of October 31, 2024, 2023 and 2022, we had a tomato liability of $3.1 million, $1.5 million and $1.9 million, respectively, to Don Memo. During the year ended October 31, 2024, 2023 and 2022 we purchased $14.4 million, $15.8 million and $13.7 million, respectively, of tomatoes from Don Memo pursuant to our consignment agreement.

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 balance related to this infrastructure loan agreement at October 31, 2024 was $1.6 million included in prepaids and other current assets). The total outstanding balance related to this infrastructure loan agreement at October 31, 2023 was $1.6 million included in prepaids and other current assets.

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 of $5.1 million, $5.4 million and $4.5 million as of October 31, 2024, 2023 and 2022, respectively.

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 2024, this loan was amended to be due with installments of $0.6 million on July 31, 2024, $0.6 million on July 31, 2025 and $0.5 million on July 31, 2026. 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. For the years ended October 31, 2024, 2023 and 2022, we withheld $0.6 million, $0.9 million and $1.1 million, respectively, from payments to Belher to offset the bridge loan repayments. As of October 31, 2024, the balance of the bridge loan has been recorded as $0.6 million in prepaid expenses and $0.5 million in other assets. As of October 31, 2023, the balance of the bridge loan has been recorded as $1.7 million in prepaid expenses and other current assets. During the year ended October 31, 2024, 2023 and 2022, we purchased $29.0 million, $16.2 million, and $19.4 million, respectively, of tomatoes from Belher pursuant to our 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 partners to form Avocados de Jalisco, which is a Mexican corporation engaged in procuring, packing, and selling avocados. This entity is approximately 83% owned by Calavo and is consolidated in our financial statements. Avocados de Jalisco built a packinghouse located in Jalisco, Mexico and it began operations in June of 2017. As of October 31, 2023 and 2022, we have made an insignificant amount of preseason advances to various partners of Avocados de Jalisco. During the year ended October 31, 2024, 2023 and 2022, we purchased approximately $0.8 million, $8.1 million and $7.0 million, respectively, of avocados from the partners of Avocados de Jalisco.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Other assets (Tables)

12 Months Ended

Oct. 31, 2024

Other assets

Schedule of Other Assets

Other assets consist of the following (in thousands):


	October 31,		October 31,
	2024		2023
Mexican IVA (i.e. value-added) taxes receivable, net (see Note 14)	$	48,739	$	49,888
Infrastructure advances		467		1,641
Other		710		852
Total	$	49,916	$	52,381

Basis of Presentation and Significant Accounting Policies - Noncontrolling Interest (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022
Significant Accounting Policies
Noncontrolling interest, beginning	$ 1,392	$ 1,015
Net loss attributable to noncontrolling interest of Avocados de Jalisco	52	377	$ (353)
Noncontrolling interest, ending	$ 1,444	$ 1,392	$ 1,015

- Definition

Amount of equity (deficit) attributable to noncontrolling interest. Excludes temporary equity.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

Amount of Net Income (Loss) attributable to noncontrolling interest.

+ References

+ Details

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Oct. 31, 2024	Oct. 31, 2023
CONSOLIDATED BALANCE SHEETS
Allowances of accounts receivable	$ 3,624	$ 3,364
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000	100,000
Common stock, shares issued	17,802	17,761
Common stock, shares outstanding	17,802	17,761

Leases - Undiscounted Future Payments (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Oct. 31, 2023
Operating Leases
2025	$ 3,741
2026	3,524
2027	3,467
2028	3,377
2029	3,139
Thereafter	5,055
Total lease payments	22,303
Less: imputed interest	1,531
Operating lease liability	20,772
Finance Leases
2024	1,101
2025	922
2026	827
2027	758
2028	584
Thereafter	1,864
Total lease payments	6,056
Less: imputed interest	908
Finance lease liability	$ 5,148	$ 5,476

Stock-Based Compensation - Stock Option (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Jun. 30, 2024	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022
Share-based Compensation
Outstanding, Number of Shares, Beginning Balance		525,000
Granted, Number of Shares		10,000
Outstanding, Number of Shares, Ending Balance		535,000	525,000
Vested and Exercisable, Number of Shares		21,000
Outstanding, Weighted-Average Exercise Price		$ 25.44
Granted, Weighted-Average Exercise Price		25.84
Outstanding, Weighted-Average Exercise Price, ending balance		25.44	$ 25.44
Vested and Exercisable, Weighted-Average Exercise Price		$ 26.82
Outstanding, Aggregate Intrinsic Value		$ 1,102
Vested and Exercisable, Aggregate Intrinsic Value		438
Stock-based compensation expense		$ 2,200	$ 5,200	$ 3,100
Employee Stock Option
Share-based Compensation
Vesting period	5 years
Share price (in dollars per share)	$ 25.84
Award expiration period	5 years
Estimated fair market value of options	$ 100
Unrecognized compensation cost period	60 months	2 years 7 months 6 days
Granted, Number of Shares	10,000
Granted, Weighted-Average Exercise Price	$ 25.84
Stock-based compensation expense		$ 700	$ 1,300
Unrecognized stock based compensation expenses		$ 200
Employee Stock Option \| Minimum
Share-based Compensation
Vesting period		1 year
Award expiration period		2 years
Employee Stock Option \| Maximum
Share-based Compensation
Vesting period		5 years
Award expiration period		5 years

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Oct. 31, 2024	Oct. 31, 2023
Current assets:
Cash and cash equivalents	$ 57,031	$ 2,091
Restricted cash	0	761
Accounts receivable, net of allowances of $3,624 (2024) and $3,364 (2023)	41,909	33,897
Inventories	34,157	31,571
Prepaid expenses and other current assets	9,976	11,739
Advances to suppliers	14,570	14,684
Current assets held for sale		37,533
Income taxes receivable	936	1,094
Total current assets	158,579	133,370
Property, plant, and equipment, net	54,200	60,924
Operating lease right-of-use assets	18,316	18,357
Investments in unconsolidated entities	2,424	2,902
Deferred income tax assets	7,473	3,010
Goodwill	10,211	10,211
Non-current assets held for sale		105,424
Intangibles, net		275
Other assets	49,916	52,381
Total assets	301,119	386,854
Current liabilities:
Payable to growers	18,377	14,788
Trade accounts payable	8,742	5,097
Accrued expenses	28,149	15,809
Current liabilities held for sale		29,911
Income taxes payable	2,767
Other current liabilities	11,000	11,000
Current portion of term loan		647
Current portion of operating leases	3,296	3,663
Current portion of long-term obligations and finance leases	874	831
Total current liabilities	73,205	81,746
Long-term liabilities:
Borrowings pursuant to line of credit, long-term		35,024
Long-term liabilities held for sale		29,295
Long-term portion of term loan		3,416
Long-term portion of operating leases	17,476	17,328
Long-term portion of obligations and finance leases	4,274	4,645
Deferred income tax liabilities		746
Other long-term liabilities	4,388	4,425
Total long-term liabilities	26,138	94,879
Commitments and contingencies
Shareholders' equity:
Common stock ($0.001 par value, 100,000 shares authorized; 17,802 (2024) and 17,761 (2023) shares issued and outstanding)	18	18
Additional paid-in capital	177,973	176,481
Noncontrolling interest	1,444	1,392
Retained earnings	22,341	32,338
Total shareholders' equity	201,776	210,229
Total liabilities and shareholders' equity	$ 301,119	$ 386,854

Sale of Fresh Cut Business - Credit Agreement (Details) - USD ($) $ in Millions	Aug. 15, 2024	Aug. 14, 2024	Jun. 26, 2023
Revolving Loan
Sale of Fresh Cut Business
Credit available under borrowing agreement	$ 75.0	$ 90.0	$ 90.0

Long-Term Obligations

12 Months Ended

Oct. 31, 2024

Long-Term Obligations

Long-Term Obligations

11. Long-Term Obligations

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


	2024		2023
Finance leases		5,148		5,476
Less current portion		(874)		(831)
	$	4,274	$	4,645

See Note 15 for additional information.

Mexican IVA taxes receivable (Details) $ in Millions, $ in Millions	Oct. 31, 2024 USD ($)	Oct. 31, 2024 MXN ($)	Oct. 31, 2023 USD ($)	Oct. 31, 2023 MXN ($)	Apr. 30, 2022 USD ($)	Apr. 30, 2022 MXN ($)
Mexican IVA taxes receivable
IVA receivables balance	$ 48.7	$ 976.0	$ 49.9	$ 913.6
Unrecoverable value added tax					$ 0.4	$ 6.9

Other assets (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Oct. 31, 2023
Other assets.
Mexican IVA (i.e. value-added) taxes receivable, net	$ 48,739	$ 49,888
Infrastructure advances	467	1,641
Other	710	852
Total	$ 49,916	$ 52,381

Significant Accounting Policies (Policies)

12 Months Ended

Oct. 31, 2024

Significant Accounting Policies

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 worldwide. We procure avocado products 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 and (ii) process and package guacamole. We distribute our products both domestically and internationally. We report our operations in two different business segments: Grown and Prepared.

During the year ended October 31, 2024, management concluded that the Fresh Cut business meets the requirements to be classified as held for sale and discontinued operations. As a result, the financial results of that business are reported as discontinued operations in the accompanying statements of operations, and its assets and liabilities are reflected as amounts held for sale in the accompanying balance sheets. The Company's reporting segments have also been changed for the effects of the divestiture, as described in Note 10. For more information, see Note 16.

We completed the sale of our Fresh Cut business and related real estate on August 15, 2024 for $83.0 million, subject to various closing adjustments. The Fresh Cut business represents substantially all of the business of the Prepared segment other than the guacamole business, which has been retained following the Transaction. For more information, see Note 17.

Basis of Presentation

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

Prior period amounts related to foreign currency remeasurement gains (losses) have been reclassified from cost of sales to foreign currency gain (loss) to conform to the current period presentation.

Use of Estimates

Cash and Cash Equivalents

Restricted Cash

Prepaid Expenses and Other Current Assets

Accounts Receivable

The total allowance for estimated uncollectable accounts receivable balances and customer deductions were $3.6 million and $3.4 million as of October 31, 2024 and 2023, respectively.

Inventories

Property, Plant, and Equipment

Goodwill

Long-lived Assets

Investments

Advances to Suppliers

Infrastructure Advances

Accrued Expenses

Leases

Revenue Recognition

Sales Incentives and Other Promotional Programs

Promotional Allowances

Principal vs. Agent Considerations

Customers

Shipping and Handling

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

Consignment Arrangements

We frequently enter into consignment arrangements with avocado and tomato growers and packers located outside of the U.S. and growers of certain perishable products in the U.S. Although we generally do not take legal title to these avocados and perishable products, we do assume responsibilities (principally assuming credit risk, inventory loss and delivery risk, and pricing risk) that are consistent with acting as a principal in the transaction. Accordingly, the accompanying financial statements include sales and cost of sales from the sale of avocados and perishable products procured under consignment arrangements. Amounts recorded for each of the fiscal years ended October 31, 2024, 2023 and 2022 in the financial statements pursuant to consignment arrangements are as follows (in thousands):


	2024		2023		2022

Sales	$	71,921	$	56,811	$	59,748
Cost of Sales		64,242		51,937		53,238
Gross Profit	$	7,679	$	4,874	$	6,510

Advertising Expense

Research and Development

Restructuring Costs

Other Income

Included in other income is dividend income totaling $0.8 million for fiscal year 2022.

Income Taxes

Basic and Diluted Net income (loss) per Share

Basic and Diluted Net Income (Loss) per Share

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


	Year ended October 31,
	2024		2023		2022
Numerator:
Net income (loss) from continuing operations	$	6,848	$	5,053	$	(6,848)
Add: Net income attributable to noncontrolling interest		(52)		(377)		353
Net income from continuing operations attributable to Calavo Growers, Inc.		6,796		4,676		(6,495)
Net income (loss) from discontinued operations (refer to Note 16)		(7,872)		(13,020)		246
Net loss attributable to Calavo Growers, Inc.	$	(1,076)	$	(8,344)	$	(6,249)

Denominator:
Weighted average shares - Basic		17,801		17,750		17,663
Effect on dilutive securities – Restricted stock/units/options		62		104		82
Weighted average shares - Diluted		17,863		17,854		17,745

Net income (loss) from continuing operations
Basic	$	0.38	$	0.26	$	(0.37)
Diluted	$	0.38	$	0.26	$	(0.37)

Net income (loss) from discontinued operations (refer to Note 16)
Basic	$	(0.44)	$	(0.73)	$	0.01
Diluted	$	(0.44)	$	(0.73)	$	0.01

Net loss per share attributable to Calavo Growers, Inc:
Basic	$	(0.06)	$	(0.47)	$	(0.35)
Diluted	$	(0.06)	$	(0.47)	$	(0.35)

Stock-Based Compensation

Foreign Currency Translation and Remeasurement

Fair Value of Financial Instruments

Derivative Financial Instruments

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Standards

Noncontrolling Interest

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



	Year ended		Year ended
Avocados de Jalisco noncontrolling interest	October 31, 2024		October 31, 2023

Noncontrolling interest, beginning	$	1,392	$	1,015
Net income attributable to noncontrolling interest of Avocados de Jalisco		52		377
Noncontrolling interest, ending	$	1,444	$	1,392

Basis of Presentation and Significant Accounting Policies - Investments (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022	Jul. 31, 2015
Significant Accounting Policies
Investments in unconsolidated entities	$ 2,424	$ 2,902
Don Memo \| Don Memo \| Agricola Belher
Significant Accounting Policies
Ownership interest (as a percent)				50.00%
Equity method-Don Memo
Significant Accounting Policies
Investments in unconsolidated entities	$ 2,400	$ 2,900	$ 3,800
Equity method-Don Memo \| Don Memo
Significant Accounting Policies
Ownership interest (as a percent)	50.00%

- Definition

This item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized.

+ References + Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,076)	$ (8,344)	$ (6,249)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

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-Section 50
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 60
-Name Accounting Standards Codification
-Section 65
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-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Revolving Credit Facilities (Details) - USD ($)			12 Months Ended
Revolving Credit Facilities (Details) - USD ($)	Aug. 15, 2024	Jun. 26, 2023	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022	Aug. 14, 2024
Debt
Debt amortization			$ 286,000
Restricted cash			0	$ 761,000
Proceeds from revolving credit facility			85,252,000	256,912,000	$ 267,200,000
Payments on revolving credit facilities			120,276,000	$ 223,089,000	$ 303,700,000
Credit Facility
Debt
Applicable margin (as a percent)		0.10%
Remaining credit available			$ 51,800,000
Weighted average interest rate (as a percent)			7.20%	7.10%
Borrowings pursuant to line of credit, long-term			$ 0
Restricted cash			$ 0	$ 800,000
Restricted investments				3,000,000
Credit Facility \| Minimum
Debt
Applicable margin (as a percent)		0.00%
Revolving Loan
Debt
Credit available under borrowing agreement	$ 75,000,000	$ 90,000,000				$ 90,000,000
Fixed charge coverage ratio		10
Borrowings pursuant to line of credit, long-term				35,000,000
Revolving Loan \| Base Rate
Debt
Applicable margin (as a percent)		0.50%
Revolving Loan \| SOFR
Debt
Applicable margin (as a percent)		1.50%
Term Loan-Capex Credit Facility
Debt
Credit available under borrowing agreement		$ 10,000,000
Borrowings pursuant to line of credit, long-term				$ 4,100,000
Term Loan-Capex Credit Facility \| Base Rate
Debt
Applicable margin (as a percent)		1.00%
Term Loan-Capex Credit Facility \| SOFR
Debt
Applicable margin (as a percent)		2.00%
Equipment Subline
Debt
Credit available under borrowing agreement	1,700,000	$ 6,800,000
Debt amortization	$ 24,335.37	$ 80,952.38

Income Taxes - Components of loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022
Income Taxes
Domestic	$ 10,518	$ 4,485	$ (1,743)
Foreign	(1,345)	6,716	(1,940)
Income (loss) before taxes, including net loss from unconsolidated entities	9,173	11,201	(3,683)
Net loss from unconsolidated entities	$ (478)	$ (879)	$ (564)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

+ Details

- Definition

Amount of income (loss) for proportionate share of equity method investee's income (loss).

+ References + Details

Stock-Based Compensation

12 Months Ended

Oct. 31, 2024

Stock-Based Compensation

Stock-Based Compensation

12. Stock-Based Compensation

The 2020 Equity Incentive Plan

In April 2021, our shareholders approved the Calavo Growers, Inc. 2020 Equity Incentive Plan (the 2020 Plan). All directors, officers, employees and consultants (including prospective directors, officers, employees and consultants) of Calavo and its subsidiaries are eligible to receive awards under the 2020 Plan. This is a five-year plan, with up to 1,500,000 shares issuable through December 9, 2025.

Restricted Stock Awards (RSAs)

The total recognized stock-based compensation expense for restricted stock awards was less than $0.1 million and $2.3 million for the year ended October 31, 2024 and 2023. As of October 31, 2024, there was no unrecognized stock-based compensation costs related to non-vested RSAs. All RSAs are vested as of October 31, 2024.

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

The total recognized stock-based compensation expense for RSUs was $1.4 million and $1.6 million for the year ended October 31, 2024 and 2023. As of October 31, 2024, there was $0.3 million of unrecognized stock-based compensation costs related to non-vested RSUs, which the Company expects to recognize over a weighted-average period of 0.3 years.

A combined 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, 2023	51	$	35.36
Granted	41	$	24.42
Vested	(21)	$	34.85
Forfeited	(14)	$	34.90
Outstanding at October 31, 2024	57	$	27.40	$	1,514

At the end of each reporting period, the Company will adjust compensation expense for the PRSUs based on its best estimate of attainment of the specified performance targets. The cumulative effect on current and prior periods of a change in the estimated number of PRSUs that are expected to be earned will be recognized as an adjustment in the period of the adjustment. As of October 31, 2024, the Company determined that it was not probable that any of the PRSUs for the 2022 or 2023 three-year cumulative performance grant would vest. The Company did not recognize any stock-based compensation expense for PRSUs for the year ended October 31, 2024. The total recognized stock-based compensation expense for PRSUs was $0.2 million for the year ended October 31, 2023.

Stock Options

In June 2024, our Board of Directors approved the grant of 10,000 options of our common stock to a new member of our Board of Directors. Such grant vests in equal increments over a five-year period and has an exercise price of $25.84 per share. Vested options have an exercise period of five years from the vesting date. The market price of our common stock at the grant date was $25.84. The estimated fair market value of such option grant was approximately $0.1 million, which will be recognized over the remaining service period of 60 months. The total recognized stock-based compensation expense for these options was insignificant for the year ended October 31, 2024.

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.

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

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 granted in the third quarter of fiscal 2024:


Risk-free interest rate	4.47	%
Expected volatility	43.0	%
Dividend yield	1.6	%
Expected life (years)	5.0

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.

The total recognized stock-based compensation expense for options was $0.7 million and $1.3 million for the years ended October 31, 2024 and 2023, respectively. As of October 31, 2024, there was $0.2 million of unrecognized stock-based compensation costs related to options, which the Company expects to recognize over a weighted-average period of 2.6 years.

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


		Weighted-Average		Aggregate
		Exercise		Intrinsic
	Number of Shares	Price		Value
Outstanding at October 31, 2023	525	$	25.44
Granted	10	$	25.84
Outstanding at October 31, 2024	535	$	25.44	$	1,102
Vested and Exercisable at October 31, 2024	21	$	26.82	$	438

Long-Term Obligations - Summary (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Oct. 31, 2023
Long-Term Obligations
Finance leases	$ 5,148	$ 5,476
Less current portion	(874)	(831)
Finance lease liability, noncurrent	$ 4,274	$ 4,645

Basis of Presentation and Significant Accounting Policies - Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022
Significant Accounting Policies
Advertising costs	$ 0.3	$ 0.4	$ 0.6
Research and development costs	0.1	0.1	0.1
Consulting fees		2.8
Employee costs	$ 1.0	$ 5.5	2.0
Dividend income			$ 0.8

Income Taxes - Net Deferred (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Oct. 31, 2023
Income Taxes
Deferred income tax assets	$ 7,473	$ 3,010
Deferred income tax liabilities		(746)
Net deferred income tax assets	$ 7,473	$ 2,264

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Oct. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Income Taxes - Reconciliation (Details)	12 Months Ended
Income Taxes - Reconciliation (Details)	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022
Effective tax rate reconciliation (as a percent)
Federal statutory tax rate	21.00%	21.00%	21.00%
State taxes, net of federal effects	5.80%	4.20%	(0.70%)
Foreign tax rate differential	(1.30%)	5.40%	4.70%
Uncertain tax positions			4.70%
Stock based compensation	(0.60%)	4.80%	(5.60%)
Provision to return	5.20%	2.20%	(54.50%)
US tax on foreign income, net		2.90%
State rate change	0.20%	(0.10%)	(2.30%)
Valuation allowance	(18.90%)		(22.10%)
Limits on executive compensation		3.90%
Other permanent differences	12.30%	3.50%	(32.70%)
Other	1.60%	7.20%	1.60%
Effective income tax rate	25.30%	55.00%	(85.90%)

Income Taxes - Unrecognized (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Reconciliation of gross unrecognized taxes
Beginning balance	$ 11,131	$ 11,131
Gross increase - Tax positions in prior periods	0	0
Ending balance	$ 11,131	$ 11,131

Basis of Presentation and Significant Accounting Policies - EPS (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022
Significant Accounting Policies
Net income from continuing operations	$ 6,848	$ 5,053	$ (6,848)
Add: Net income (loss) attributable to noncontrolling interest	(52)	(377)	353
Net income from continuing operations attributable to Calavo Growers, Inc.	6,796	4,676	(6,495)
Net income (loss) from discontinued operations	(7,872)	(13,020)	246
Net loss attributable to Calavo Growers, Inc.	$ (1,076)	$ (8,344)	$ (6,249)
Weighted average shares - Basic (in shares)	17,801,000	17,750,000	17,663,000
Effect on dilutive securities - Restricted stock/units/options (in shares)	62,000	104,000	82,000
Weighted average shares - Diluted (in shares)	17,863,000	17,854,000	17,745,000
Net income from continuing operations
Basic, Continuing Operations (in dollars per shares)	$ 0.38	$ 0.26	$ (0.37)
Diluted, Continuing Operations (in dollars per shares)	0.38	0.26	(0.37)
Net loss from discontinued operations
Basic, Discontinued Operations (in dollars per shares)	(0.44)	(0.73)	0.01
Diluted, Discontinued Operations (in dollars per shares)	(0.44)	(0.73)	0.01
Net income (loss) per share attributable to Calavo Growers, Inc:
Net loss attributable to Calavo Growers, Inc (in dollar per share)	(0.06)	(0.47)	(0.35)
Net income (loss) attributable to Calavo Growers, Inc (in dollar per share)	$ (0.06)	$ (0.47)	$ (0.35)
Antidilutive shares excluded from EPS (in shares)	62,000	104,000	82,000

Income Taxes (Tables)

12 Months Ended

Oct. 31, 2024

Income Taxes

Summary of Income Tax Provision (Benefit)


	2024		2023		2022

Current:
Federal	$	1,987	$	2,144	$	3,778
State		105		281		147
Foreign		1,564		1,143		1,209
Total current		3,656		3,568		5,134

Deferred:
Federal		290		(349)		(2,568)
State		718		273		487
Foreign		(604)		2,656		(701)
Total deferred		404		2,580		(2,782)
Change in valuation allowance		(1,735)		—		813
Total income tax provision	$	2,325	$	6,148	$	3,165

Schedule of loss before income taxes

The following table presents domestic and foreign components of income (loss) before income taxes for the years ended October 31, (in thousands):


	2024		2023		2022
Domestic	$	10,518	$	4,485	$	(1,743)
Foreign		(1,345)		6,716		(1,940)
Income (loss) before taxes	$	9,173	$	11,201	$	(3,683)

Components of Deferred Taxes

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


	2024		2023


Intangible assets	$	—	$	941
Stock-based compensation		837		316
State taxes		6		7
Allowance for accounts receivable		868		1,276
Inventories		515		591
Accrued liabilities		2,596		2,238
Operating lease liabilities		6,474		14,444
Net operating loss		2,510		4,109
Capital loss carryover		801		806
Credits and incentives		901		1,099
Total deferred income tax assets		15,508		25,827

Property, plant, and equipment		(1,153)		(6,340)
Intangible assets		(32)
Operating lease - right of use assets		(4,597)		(12,111)
Prepaid expense		(491)
Other		—		(227)
Total deferred income tax liabilities		(6,273)		(18,678)
Valuation allowance		(1,762)		(4,885)
Net deferred income tax assets	$	7,473	$	2,264

The Company’s net deferred income tax assets as presented in the consolidated balance sheets consists of the following items as of October 31, (in thousands):


	Year Ended October 31,
	2024		2023
Deferred income tax assets	$	7,473	$	3,010
Deferred income tax liabilities		—		(746)
Net deferred income tax assets	$	7,473	$	2,264

Reconciliation of effective tax rate


	2024		2023		2022

Federal statutory tax rate	21.0	%	21.0	%	21.0	%
State taxes, net of federal effects	5.8		4.2		(0.7)
Foreign tax rate differential	(1.3)		5.4		4.7
Uncertain tax positions	—		—		4.7
Stock based compensation	(0.6)		4.8		(5.6)
Provision to return	5.2		2.2		(54.5)
US tax on foreign income, net	—		2.9		—
State rate change	0.2		(0.1)		(2.3)
Valuation allowance	(18.9)		—		(22.1)
Limits on executive compensation	—		3.9		—
Other permanent differences	12.3		3.5		(32.7)
Other	1.6		7.2		1.6
	25.3	%	55.0	%	(85.9)	%

Reconciliation of unrecognized taxes

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


	Year Ended October 31,
	2024		2023
Beginning balance	$	11,131	$	11,131
Reductions based on tax positions related to prior periods		—		—
Gross increase - Tax positions in prior periods		—		—
Gross increase - Tax positions in current period		—		—
Ending balance	$	11,131	$	11,131

CONSOLIDATED 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
Issuance of common stock in connection with stock-based compensation, net of tax withholdings		(49)			(49)
Issuance of common stock in connection with stock-based compensation, net of tax withholdings (in shares)	46
Stock-based compensation expense		3,139			3,139
Avocados de Jalisco noncontrolling interest				(353)	(353)
Net income (loss) attributable to Calavo Growers, Inc.			(6,249)		(6,249)
Ending balance at Oct. 31, 2022	$ 18	171,223	51,115	1,015	223,371
Ending balance, shares at Oct. 31, 2022	17,732
Issuance of common stock in connection with stock-based compensation, net of tax withholdings		48			48
Issuance of common stock in connection with stock-based compensation, net of tax withholdings (in shares)	29
Stock-based compensation expense		5,210			5,210
Dividends declared to shareholders			(10,433)		(10,433)
Avocados de Jalisco noncontrolling interest				377	377
Net income (loss) attributable to Calavo Growers, Inc.			(8,344)		(8,344)
Ending balance at Oct. 31, 2023	$ 18	176,481	32,338	1,392	210,229
Ending balance, shares at Oct. 31, 2023	17,761
Payments of minimum withholding taxes on net share settlement of equity awards		(668)			(668)
Issuance of common stock in connection with stock-based compensation, net of tax withholdings (in shares)	41
Stock-based compensation expense		2,160			2,160
Dividends declared to shareholders			(8,921)		(8,921)
Avocados de Jalisco noncontrolling interest				52	52
Net income (loss) attributable to Calavo Growers, Inc.			(1,076)		(1,076)
Ending balance at Oct. 31, 2024	$ 18	$ 177,973	$ 22,341	$ 1,444	$ 201,776
Ending balance, shares at Oct. 31, 2024	17,802

- Definition

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

+ References

+ Details

- Definition

Amount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity.

+ References

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+ Details

Basis of Presentation and Significant Accounting Policies - Suppliers Advances (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2020
Products
Advances to suppliers	$ 14,570	$ 14,684
Equity method-Don Memo
Products
Commitment amount				$ 2,400
Advances to suppliers	7,700	7,300	$ 7,000
Other related party \| Agricola Belher
Products
Advances to suppliers	5,100	5,400	$ 4,500
Other related party \| Silvalber
Products
Advances to suppliers	$ 1,800	$ 1,800

Income Taxes - Carryforward (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Valuation allowance
Valuation allowance	$ 1,762	$ 4,885
Change in valuation allowance	(3,100)	3,100
Federal
Valuation allowance
Operating loss carryforwards	0	6,600
State
Valuation allowance
Operating loss carryforwards	10,800	13,400
Foreign
Valuation allowance
Operating loss carryforwards	$ 6,100	$ 6,300

Basis of Presentation and Significant Accounting Policies - PPE and Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Jul. 31, 2024	Oct. 31, 2024	Oct. 31, 2023
Significant Accounting Policies
Goodwill impairment loss	$ 9,300	$ 9,280
Impairment of long-lived assets		$ 0	$ 0
Minimum \| Buildings and improvements
Significant Accounting Policies
Useful lives		7 years
Minimum \| Leasehold improvements
Significant Accounting Policies
Useful lives		7 years
Minimum \| Equipment
Significant Accounting Policies
Useful lives		7 years
Minimum \| Information systems - hardware and software
Significant Accounting Policies
Useful lives		3 years
Maximum \| Buildings and improvements
Significant Accounting Policies
Useful lives		50 years
Maximum \| Equipment
Significant Accounting Policies
Useful lives		25 years
Maximum \| Information systems - hardware and software
Significant Accounting Policies
Useful lives		10 years

Long-Term Obligations (Tables)

12 Months Ended

Oct. 31, 2024

Long-Term Obligations

Schedule of long-term obligations

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


	2024		2023
Finance leases		5,148		5,476
Less current portion		(874)		(831)
	$	4,274	$	4,645

Basis of Presentation and Significant Accounting Policies - Consignments (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022
Sales	$ 661,544	$ 594,102	$ 769,691
Cost of sales	593,740	531,490	714,949
Gross profit	67,804	62,612	54,742
Consignment Arrangements
Sales	71,921	56,811	59,748
Cost of sales	64,242	51,937	53,238
Gross profit	$ 7,679	$ 4,874	$ 6,510

- Definition

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

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- 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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+ Details

Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022
Property, Plant and Equipment
Property plant and equipment, Gross	$ 132,545	$ 132,110
Less accumulated depreciation and amortization	(78,345)	(71,186)
Total property, plant, and equipment, net	54,200	60,924
Depreciation expense	6,600	6,700	$ 6,800
Amortization financing lease assets	994	812	$ 600
Land
Property, Plant and Equipment
Property plant and equipment, Gross	8,201	7,022
Buildings and improvements
Property, Plant and Equipment
Property plant and equipment, Gross	30,404	31,011
Leasehold improvements
Property, Plant and Equipment
Property plant and equipment, Gross	3,490	3,429
Equipment
Property, Plant and Equipment
Property plant and equipment, Gross	79,735	77,208
Information systems - hardware and software
Property, Plant and Equipment
Property plant and equipment, Gross	10,582	10,545
Construction in progress
Property, Plant and Equipment
Property plant and equipment, Gross	$ 133	$ 2,895

Revolving Credit Facilities

12 Months Ended

Oct. 31, 2024

Revolving Credit Facilities

Revolving Credit Facilities

6. Revolving Credit Facilities

On June 26, 2023, Calavo and certain subsidiaries entered into a credit agreement (the “Credit Agreement”) by and among Calavo, certain subsidiaries of Calavo as guarantors, and Wells Fargo Bank, National Association, as agent and lender (“Agent”). The Credit Agreement provided for a revolving credit facility of up to $90.0 million (the “Revolving Loans”), along with a capex credit facility of up to $10.0 million (the “Term Loan”, and together with the Revolving Loans, the “Credit Facility”).

On August 15, 2024, in conjunction with its sale of the RFG Business, Calavo and certain of its subsidiaries (collectively, the “Borrower”) entered into a First Amendment to Credit Agreement and Consent (as amended, the “Credit Agreement”) with Wells Fargo Bank, National Association, as agent and lender (“Agent”), whereby (i) the Credit Agreement was amended to (A) reduce the revolving commitments thereunder from $90.0 million to $75.0 million and (B) reduce the machinery and equipment subline of the loans from $6.8 million to $1.7 million, and to reduce the related monthly amortization on such subline from $80,952.38 to $24,335.37, and (ii) the Borrower obtained consent from Agent for entry into the Asset Purchase Agreement and Purchase and Sale Agreement.

Borrowings of the Revolving Loans under the Credit Agreement are asset-based and are subject to a borrowing base calculation that includes a certain percentage of eligible accounts receivable, inventory and equipment of Calavo, less any reserves implemented by Agent in its permitted discretion; provided that the equipment-based portion of such borrowing base calculation will reduce monthly following the Closing Date.

Borrowings under the Credit Agreement bear interest at a rate per annum equal to an applicable margin, plus, at Calavo’s option, either a base rate or a secured overnight financing rate (“SOFR”) term rate (which includes a spread adjustment of 0.10% and is subject to a floor of 0.00%). The applicable margin is (i) for Revolving Loans, 0.50% for base rate borrowings and 1.50% for SOFR term rate borrowings, and (ii) for Term Loan, 1.00% for base rate borrowings and 2.00% for SOFR term rate borrowings. The Credit Facility matures on June 26, 2028 (the “Maturity Date”). Calavo may voluntarily prepay loans under the Credit Facility, in whole or in part, without premium or penalty. Subject to the terms and conditions set forth in the Credit Agreement, Calavo may be required to make certain mandatory prepayments prior to the Maturity Date.

The Credit Agreement contains negative covenants that, among other things, limit Calavo’s ability to: incur indebtedness; grant liens on its assets; enter into certain investments; consummate fundamental change transactions; engage in mergers or acquisitions or dispose of assets; enter into certain transactions with affiliates; make changes to its fiscal year; enter into certain restrictive agreements; and make certain restricted payments (including for dividends). Each of these limitations are subject to various conditions. The Credit Agreement also contains a springing fixed charge coverage ratio financial covenant that is tested if the amount of the Revolving Loans available for Calavo to borrow under the Credit Facility is less than 10% of the total revolving credit facility.

The Credit Agreement also contains certain affirmative covenants and customary events of default provisions, including, subject to thresholds and grace periods, among others, payment default, covenant default, cross default to other material indebtedness, and judgment default.

As of October 31, 2024, we were in compliance with the financial covenants, and we expect to remain in compliance for the next 12 months. As of October 31, 2024, approximately $51.8 million was available for borrowing based on the borrowing base calculation discussed above.

The weighted-average interest rate under the Credit Facility was 7.2% for fiscal year ended October 31, 2024. Under the Credit Facility, as of October 31, 2024, we had no amounts outstanding related to the Revolving Loans or Term Loan. In August 2024 we fully repaid the Term Loan with proceeds from the sale of the Fresh Cut business. Amounts are no longer available to be drawn from such Term Loan and we will accordingly have no further amortization of this Term Loan.

As of October 31, 2023, in connection with the Credit Facility, we had temporarily posted cash collateral to satisfy certain collateral requirements related to our transition between banks providing letters of credit related to our workers compensation insurance policies. Accordingly, as of October 31, 2023, we had $0.8 million in restricted cash and $3.0 million of prepaid and other current assets related to this transition. As of October 31, 2024, we no longer have restricted cash nor prepaid and other current assets related to our workers compensation insurance policies outstanding. Both have been replaced by standby letters-of-credit.

The weighted-average interest rate under the Credit Facility with Wells Fargo Bank was 7.1% at October 31, 2023. Under this credit facility, we had $35.0 million and $4.1 million outstanding related to the Revolving Loans and Term Loan, respectively, as of October 31, 2023.

- 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

Segment Information - Geographic (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022
Segment reporting information
Net sales	$ 661,544	$ 594,102	$ 769,691
Goodwill	10,211	10,211
Long-lived assets	54,200	60,924
Grown
Segment reporting information
Net sales	597,624	527,396	698,205
Goodwill	4,000	4,000
Prepared
Segment reporting information
Net sales	63,920	66,706	71,486
Goodwill	6,200	6,200
Outside United States
Segment reporting information
Net sales	38,600	34,600	$ 27,800
United States
Segment reporting information
Long-lived assets	24,531	25,986
Mexico
Segment reporting information
Long-lived assets	$ 29,669	$ 34,938

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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Income Taxes

12 Months Ended

Oct. 31, 2024

Income Taxes

Income Taxes

9. Income Taxes

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


	2024		2023		2022

Current:
Federal	$	1,987	$	2,144	$	3,778
State		105		281		147
Foreign		1,564		1,143		1,209
Total current		3,656		3,568		5,134

Deferred:
Federal		290		(349)		(2,568)
State		718		273		487
Foreign		(604)		2,656		(701)
Total deferred		404		2,580		(2,782)
Change in valuation allowance		(1,735)		—		813
Total income tax provision	$	2,325	$	6,148	$	3,165

The following table presents domestic and foreign components of income (loss) before income taxes for the years ended October 31, (in thousands):


	2024		2023		2022
Domestic	$	10,518	$	4,485	$	(1,743)
Foreign		(1,345)		6,716		(1,940)
Income (loss) before taxes	$	9,173	$	11,201	$	(3,683)

The above income (loss) before income taxes includes the net loss from unconsolidated entities of $0.5 million and $0.9 million for the years ended October 31, 2024 and 2023, which is recorded in foreign operations, respectively.

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


	2024		2023


Intangible assets	$	—	$	941
Stock-based compensation		837		316
State taxes		6		7
Allowance for accounts receivable		868		1,276
Inventories		515		591
Accrued liabilities		2,596		2,238
Operating lease liabilities		6,474		14,444
Net operating loss		2,510		4,109
Capital loss carryover		801		806
Credits and incentives		901		1,099
Total deferred income tax assets		15,508		25,827

Property, plant, and equipment		(1,153)		(6,340)
Intangible assets		(32)
Operating lease - right of use assets		(4,597)		(12,111)
Prepaid expense		(491)
Other		—		(227)
Total deferred income tax liabilities		(6,273)		(18,678)
Valuation allowance		(1,762)		(4,885)
Net deferred income tax assets	$	7,473	$	2,264

The Company’s net deferred income tax assets as presented in the consolidated balance sheets consists of the following items as of October 31, (in thousands):


	Year Ended October 31,
	2024		2023
Deferred income tax assets	$	7,473	$	3,010
Deferred income tax liabilities		—		(746)
Net deferred income tax assets	$	7,473	$	2,264

As of October 31, 2024 and 2023, the Company had a federal net operating loss carryforward of none and $6.6 million, respectively. As of October 31, 2024 and 2023, the Company has gross state net operating loss carryforwards of approximately $10.8 million and $13.4 million, respectively, with carryforward periods primarily ranging from 20 years to indefinite. As of October 31, 2024 and 2023, the Company has gross foreign net operating loss carryforwards of approximately $6.1 million and $6.3 million, respectively, with carryforward periods 10 years from generation.

The Company records a valuation allowance against deferred tax assets when determined that all or a portion of the deferred tax assets are not more likely than not to be realized based on all available evidence. During the fourth quarter of the year ended October 31, 2024, the Company completed the sale of the Fresh Cut business, which generated taxable income and, as a result, the Company was able to utilize all its federal net operating losses, and a portion of its state net operating losses. The Company’s domestic continuing operations have generated cumulative operating income for the last three years, and the Company expects the profitability trend to continue. Based on this evaluation, the Company determined that it is more likely than not for the Company to realize a majority of the deferred tax assets, with the exception of the federal and state capital loss carryforwards, and state tax credits. As of October 31, 2024 and 2023, there is a valuation allowance of $1.8 million and $4.9 million, respectively, against the deferred tax assets that are more likely not to be realized. During the year ended October 31, 2024, the Company decreased the valuation allowance against deferred income tax assets by $3.1 million. During the year ended October 31, 2023, the Company increased the valuation allowance against deferred income tax assets by $3.1 million.

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


	2024		2023		2022

Federal statutory tax rate	21.0	%	21.0	%	21.0	%
State taxes, net of federal effects	5.8		4.2		(0.7)
Foreign tax rate differential	(1.3)		5.4		4.7
Uncertain tax positions	—		—		4.7
Stock based compensation	(0.6)		4.8		(5.6)
Provision to return	5.2		2.2		(54.5)
US tax on foreign income, net	—		2.9		—
State rate change	0.2		(0.1)		(2.3)
Valuation allowance	(18.9)		—		(22.1)
Limits on executive compensation	—		3.9		—
Other permanent differences	12.3		3.5		(32.7)
Other	1.6		7.2		1.6
	25.3	%	55.0	%	(85.9)	%

As of October 31, 2024, and 2023, we had $11.1 million for unrecognized tax benefits related primarily to the 2013 Mexico Assessment. See Note 7 for further information.

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


	Year Ended October 31,
	2024		2023
Beginning balance	$	11,131	$	11,131
Reductions based on tax positions related to prior periods		—		—
Gross increase - Tax positions in prior periods		—		—
Gross increase - Tax positions in current period		—		—
Ending balance	$	11,131	$	11,131

Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next twelve months due to tax examination changes, settlement activities, expirations of statutes of limitations, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months. The Company accounts for income taxes regarding uncertain tax positions and recognized interest and penalties related to uncertain tax positions in income tax benefit/(expense) in the consolidated statements of operations.

We are subject to U.S. federal income tax as well as income of multiple state tax and foreign tax jurisdictions. We are no longer subject to U.S. income tax examinations for the fiscal years prior to October 31, 2021, and are no longer subject to state income tax examinations for fiscal years prior to October 31, 2020.

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

In 2021, the Organization for Economic Cooperation and Development announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15%. Subsequently multiple sets of administrative guidance have been issued. Pillar Two is not expected to materially impact our effective tax rate or cash flows in the next

fiscal year. New legislation or guidance could change our current assessment. We are continuing to evaluate the impacts of enacted legislation and pending legislation to enact Pillar Two Model Rules in Mexico where we operate. Mexico plans to apply Pillar Two regulation starting in 2025.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Commitments and Contingencies

12 Months Ended

Oct. 31, 2024

Commitments and Contingencies.

Commitments and Contingencies

7. Commitments and Contingencies

Commitments and guarantees

We lease facilities and certain equipment under non-cancelable leases expiring at various dates. We are committed to make minimum cash payments under these agreements as of October 31, 2024. See Note 15 for additional details on the type of lease agreements.

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

In conjunction with the sale of the Fresh Cut business on August 15, 2024, the Company assigned leases resulting in the Company being relieved of its primary obligation under these leases. As a result of these lease assignments, the buyer is the primary obligor under the leases, with the Company secondarily liable as a guarantor. If the buyer should fail to perform under a lease, the Company could be liable to fulfill any remaining lease obligation. The leases had a remaining average term of 5.3 years as of October 31, 2024. The resulting maximum exposure includes $32.0 million of undiscounted future minimum lease payments plus $13.3 million of potential additional payments to satisfy common area maintenance, taxes, insurance and other requirements for the remainder of the lease terms. The Company does not believe it is probable that it will be responsible for the obligations under these leases.

Compliance matters

On January 16, 2024, the Company announced that its internal audit process had identified to the Audit Committee of the Board of Directors certain matters that the Board of Directors determined merited enhanced evaluation. A Special Committee of the Board of Directors (the “Special Committee”) was established to commence an investigation, with the assistance of external legal counsel and external forensic accountants. The Special Committee determined that certain of those matters related to the Company’s operations in Mexico raised potential issues under the Foreign Corrupt Practices Act (“FCPA”). The Company has voluntarily disclosed this ongoing internal investigation to the SEC and the

Department of Justice ("DOJ"), and the Company intends to fully cooperate with the SEC and the DOJ in connection with these matters. Any determination that the Company’s operations or activities were not in compliance with laws, including the FCPA, could result in the imposition of material fines and penalties and the imposition of equitable remedies. The Company cannot currently predict the timing of completion or the outcome of its internal investigation or of any actions that may be taken by the SEC, the DOJ or Mexican authorities in connection with the matters under investigation, and the Company cannot currently estimate the amount or range of loss or potential impact on its consolidated financial statements associated with these matters.

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.

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 $128.9 million USD at October 31, 2024) related to income tax, flat rate business tax, and value added tax, related to this fiscal 2013 tax audit. This amount has been adjusted for inflation as of October 31, 2024 to the amount of $3 billion Mexican pesos (approximately $148.8 million USD). Additionally, the tax authorities have determined that we owe our employees profit-sharing liability, totaling approximately $118 million Mexican pesos (approximately $5.9 million USD at October 31, 2024). 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 October 13, 2023, the company filed an extension of the Annulment Suit filed on August 20, 2021, as a result of the response to the lawsuit filed by the Tax Authority, pointing out that Tax Authority’s resolution is unlawful due to improper substantiation and motivation, because of the following:

• The QR Code does not allow the company to verify the veracity of the document,

• The notification of the tax assessment was not sent to the phone number indicated by the company, when the Tax Authority was obliged to do so, among others.

On November 14, 2023, the Tax Court acknowledged the admission of the extension to the lawsuit. Additionally, in November 2024, the Administrative Reconsideration and related Injunction action were finalized. The tax authority determined that the filing of the Administrative Reconsideration was not legally viable, citing the existence of a concurrent legal remedy—the Nullity Petition. Furthermore, the SAT noted a presumption that the Nullity Petition was filed within the required timeframe, as evidenced by its admission by the Tax Court.

These resolutions can be used as supervening evidence to support the arguments that the Nullity Petition should be admitted. The resolutions will contribute to demonstrate that SAT considers that the Nullity Petition was filed on time. This is a statement made within a formal procedure that contradicts what SAT had been arguing (within the reconsideration procedure).

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 $11.0 million in the third quarter of fiscal 2021. The provision includes estimated penalties, interest and inflationary adjustments. We believe that this provision remains appropriate as of October 31, 2024 based on our cumulative probability analysis. We incurred $1.0 million of related professional fees for the year ended October 31, 2024, which have been recorded in Expenses related to Mexican Tax matters on the consolidated statements of operations.

Litigation

From time to time, we are also involved in litigation arising in the ordinary course of our business that we do not believe will have a material adverse impact on our financial statements. We do not believe that the outcome of any of our current legal proceedings will have a material adverse impact on our business, financial condition and results of operations.

Description of the business (Details) $ in Millions	12 Months Ended
Description of the business (Details) $ in Millions	Oct. 31, 2024 segment	Aug. 15, 2024 USD ($)
Number of reportable segments \| segment	2
Fresh-cut products
Consideration for sale \| $		$ 83.0

Basis of Presentation and Significant Accounting Policies - Infrastructure Advances (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended		12 Months Ended
	Jul. 31, 2021	Oct. 31, 2020	Apr. 30, 2021	Jan. 31, 2021	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022	Jan. 31, 2024
Significant Accounting Policies
Non-cash settlement of advance					$ 606	$ 928	$ 1,060
Equity method-Don Memo
Significant Accounting Policies
Commitment amount		$ 2,400
Loan receivable fixed interest rate (as a percent)		7.25%
Amount loaned		$ 700	$ 600	$ 700
Loan to related parties					1,600	1,600
Other related party \| Agricola Belher
Significant Accounting Policies
Loan receivable fixed interest rate (as a percent)	10.00%
Amount loaned	$ 3,500
Non-cash settlement of advance					600	900	$ 1,100
Payment one								$ 600
Payment two								600
Payment three								$ 500
Other related party \| Agricola Belher \| Prepaid expenses and other current assets
Significant Accounting Policies
Loan to related parties					600	$ 1,700
Other related party \| Agricola Belher \| Other assets
Significant Accounting Policies
Loan to related parties					$ 500

Sale of Fresh Cut Business

12 Months Ended

Oct. 31, 2024

Sale of Fresh Cut Business

Sale of Fresh Cut Business

17.Sale of Fresh Cut Business

Asset Purchase Agreement and Purchase and Sale Agreement

On August 15, 2024, we (including various of our subsidiaries, the “Seller Parties”), F&S Produce Co., Inc., a New Jersey corporation and a co-packing partner of the Company (“F&S”) and F&S Produce West LLC, a Delaware limited liability company and a wholly-owned subsidiary of F&S (“Buyer”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), whereby the Buyer (i) purchased and acquired from the applicable Seller Parties certain assets of the Seller Parties related to the prepared food business of the Seller Parties and their subsidiaries relating to the processing and packaging of fresh foods, including fresh-cut fruit and vegetables, and prepared foods, including sandwiches, salads, parfaits and ready-to-eat snack items, sold to retailers and foodservice companies, but excluding the guacamole or other avocado derivative product business (the “RFG Business”), (ii) purchased and acquired from the applicable Seller Parties the RFG Business as a going concern and (iii) assumed certain specified liabilities of the Seller Parties related to the RFG Business as set forth in the Asset Purchase Agreement.

Additionally, Buyer assumed leasehold interests in certain real property and related improvements leased by certain of the Seller Parties and used in the RFG Business (the “RFG Leases”), pursuant to leasehold assignment and assumption agreements and related documents between Buyer, the applicable Seller Parties who are the lessees under the RFG Leases and the applicable landlords under the RFG Leases.

Concurrently with the transaction contemplated by the Asset Purchase Agreement (the “Transaction”), Mid-Eastern West LLC, a California limited liability company and an affiliate of F&S, entered into a Purchase and Sale Agreement with Force 1730 Eastridge LLC, a California limited liability company and a subsidiary of the Company, to purchase the real property located at 1730 Eastridge Ave, Riverside, CA 92507 for $31.0 million.

In addition, pursuant to the Asset Purchase Agreement, the purchase price for the Purchased Assets (as defined in the Asset Purchase Agreement) was $52.0 million for a total of $83.0 million. Proceeds from the sale totaled $81.1 million net of $1.9 million of transaction costs. Subsequent to the goodwill impairment of $9.3 million recorded during the quarter ended July 31, 2024, a gain of $0.2 million was recognized in the results of discontinued operations.

Amendment to Credit Agreement

On August 15, 2024, we entered into a First Amendment to Credit Agreement and Consent (as amended, the “Credit Agreement”) with Wells Fargo Bank, National Association, as agent and lender (“Agent”), whereby (i) the Credit Agreement was amended to reduce the revolving commitments thereunder from $90.0 million to $75.0 million, among other minor adjustments to align the borrowing base with our current asset base excluding the Fresh Cut business, and (ii) we obtained consent from Agent for entry into the Asset Purchase Agreement and Purchase and Sale Agreement.

Sale of Fresh Cut Business - Asset Purchase Agreement (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Aug. 15, 2024	Jul. 31, 2024	Oct. 31, 2024	Oct. 31, 2023
Held for Sale and Discontinued Operations
Transaction cost				$ 2,800
Impairment of goodwill		$ 9,300	$ 9,280
Gain on sale	$ 200
Fresh-cut products
Held for Sale and Discontinued Operations
Consideration for sale	83,000
Proceeds from sale of business, net	81,100
Transaction cost	1,900
Impairment of goodwill		$ 9,300
Gain on sale			$ 192
Fresh-cut products \| Real property
Held for Sale and Discontinued Operations
Consideration for sale	31,000
Fresh-cut products \| Purchased Assets
Held for Sale and Discontinued Operations
Consideration for sale	$ 52,000

Segment Information - Gross Profit (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2022
Segment reporting information
Net sales	$ 661,544	$ 594,102	$ 769,691
Cost of sales	593,740	531,490	714,949
Gross profit	67,804	62,612	54,742
Grown
Segment reporting information
Net sales	597,624	527,396	698,205
Cost of sales	542,356	476,862	648,040
Gross profit	55,268	50,534	50,165
Prepared
Segment reporting information
Net sales	63,920	66,706	71,486
Cost of sales	51,384	54,628	66,909
Gross profit	$ 12,536	$ 12,078	$ 4,577

- Definition

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

Description of the business

12 Months Ended

Oct. 31, 2024

Description of the business

Description of the business

1. Description of the business

Business