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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, DC 20549 
FORM 8-K 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 
Date of report: August 30, 2004
Date of earliest event reported: August 30, 2004 
CALAVO GROWERS, INC. 
(Exact Name of Registrant as Specified in Charter)

California 	 	000-33385 	 	33-0945304	

  	 	
 	
(State or Other
Jurisdiction of
Incorporation) 	 	(Commission File Number) 	 	(IRS Employer
Identification No.)	

2530 Red Hill Avenue, Santa Ana, California 92705 

(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (949) 223-1111 
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 
     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

  

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	Item 2.02. Results of operations and financial condition.	
	Item 9.01. Financial Statements and Exhibits.	
SIGNATURE	
Exhibit 99.1	

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Item 2.02. Results of operations and financial condition. 
 	 	 		
 	(a)	 	On August 30, 2004, we issued a press release containing our financial results for the nine-months and quarter ended July 31, 2004. A copy of our press release is attached hereto as Exhibit 99.1 and is incorporated by reference.	
Item 9.01. Financial Statements and Exhibits. 
 	(b)	 	Exhibits	
 	99.1	 	Press Release dated August 30, 2004 of the Registrant.	
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SIGNATURE 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 
 	 	 	 	 	
 	Calavo Growers, Inc.
 	 	
August 30, 2004 	By:  	/s/ LECIL E. COLE 	 	
 	 	Lecil E. Cole 	 	
 	 	Chairman of the Board of Directors,
Chief Executive Officer and President
(Principal Executive Officer) 	 	
 	
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                                                                    EXHIBIT 99.1

                     CALAVO GROWERS, INC. REPORTS PROFITABLE
                   FISCAL THIRD QUARTER AND NINE-MONTH RESULTS

                         ------------------------------

    -   Quarterly Sales Reach Highest Single-Period Total in Company History

    -   Nine-Month Sales Rise 14 Percent Year-to-Year, A New Record

    -   Uruapan, Mexico Processed Plant Completes First Full Quarter of
        Operation

                         ------------------------------

SANTA ANA, Calif. (Aug. 30, 2004) -- Calavo Growers, Inc. (Nasdaq-NM: CVGW), the
global leader in packing and distributing fresh and processed avocados and other
perishable fruit products, today reported fiscal 2004 third-quarter and
nine-month operating results.

        For the three months ended July 31, 2004, net revenues climbed to $83.3
million, the highest quarterly total in company history, up from $81.4 million
in the like period of fiscal 2003. Third-quarter net income approximated $3.1
million, equal to $0.23 per fully diluted share. This compares with net income
of $3.2 million, or $0.25 per fully diluted share, in the year-earlier third
quarter. Per share results for the recently concluded quarter are based on
approximately four percent greater shares outstanding than in last year's third
quarter, in part due to Calavo's all-stock acquisition of Maui Fresh
International completed in Nov. 2003.

        Calavo stated that its profitable financial results in the most recently
concluded quarter are principally attributable "to a strong performance in the
company's California avocado segment, which experienced significant volume
growth." The company reported that increased sales from the International
avocados and perishable food products (International) segment also contributed
to third-quarter revenue growth.

        As a result of the sales expansion in the International operating
segment, net revenues for the first nine months of fiscal 2004 increased 14
percent to a record $208.8 million, from $183.0 million in the corresponding
period one-year earlier. Nine-month net income was $5.1 million, equivalent to
$0.38 per fully diluted share, which compares with $5.5 million, or $0.42 per
diluted share, in the corresponding period one-year earlier. Lee E. Cole,
chairman, president and chief executive officer, stated: "Calavo's focused
approach to implementing its strategic operating agenda enabled the company to
complete another successful quarter and nine months. The company continues to
gain sales momentum, as reflected by our record revenues for the three and
nine-month periods, and make notable progress on a range of initiatives intended
to anchor future growth and profitability."

        Specifically, Cole referenced advances made along several business
fronts including:

    -   A significant increase in third-quarter volume of fresh California
        avocados compared to the prior year, due to a significantly larger
        domestic crop. The company estimates its quarter to date share of the
        California avocado market totaled 33.4 percent, which represents an
        increase from the prior year, which was 31.7%.

    -   Increased growth from International segment sales, including continued
        robust demand from the Japanese market.

    -   The first full quarter of operation of the company's new, 90,000-plus
        square foot processed-products manufacturing facility in Uruapan,
        Michoacan, Mexico, which opened in February 2004.

    "With respect to the new facility," Cole said, "while third-quarter sales in
the Processed Products segment fell beneath plan, we continue to gain
efficiencies, and to build inventories to levels at which we can satisfy
customer demand."

    "Simply put, we believe this new plant will ultimately bring unprecedented
efficiencies to our processed unit. However, this process is taking longer then
anticipated," Cole stated.

        Turning to Calavo's commitment to cost containment, Cole stated that
selling, general and administrative expenses decreased by nearly four percent
from last year's third quarter, and are virtually unchanged for the nine-month
period.

        "We view our ability to control SG&A -- even as Calavo mounts ambitious
initiatives, like the Uruapan processing facility, and contends with higher
employee salary and benefit costs -- as testament to a rigorous discipline of
holding the line on costs that is central to the company mindset," Cole said.

        The Calavo balance sheet remains "strong and virtually free of long-term
debt," Cole added. At July 31, 2004, shareholders' equity totaled $46.9 million,
an increase of 26 percent from $37.1 million at the end of fiscal 2003.

CALIFORNIA AVOCADOS

        California avocado sales of $66.7 million were $1.2 million, or 1.8
percent below the $67.9 million in last year's fiscal third period. The decrease
in sales reflects lower average selling prices, partially offset by a
significantly larger number of units sold.

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INTERNATIONAL

        International segment sales increased 110 percent to $9.8 million, a
jump of $5.1 million from $4.7 million in the third quarter of fiscal 2003. This
increase is principally due to sales from the company's tropical fruit and
specialty products.

PROCESSED PRODUCTS

        Net sales in the processed products segment fell 23 percent to $6.8
million from $8.8 million in the comparable quarter one year ago. The factors
impacting the business unit's performance are thought by management to be
transitional in nature. Sales were adversely affected as inventory levels were
not adequate to meet processed-product customer demand.

FOURTH QUARTER OUTLOOK

        "We are proceeding into the fourth quarter with increasing momentum and
a sense of confidence about our business units," said Cole. "The California
Avocado segment is expected to continue yielding robust volume, particularly
when measured against last year's seasonally lower domestic crop. "

        "International segment sales are expected to remain strong for the
remainder of the fiscal year" he continued. "The outlook for our Processed
Products segment is positive due to the substantial elimination of the use of
co-packers, the expected closing of our Mexicali operations, and the increased
levels of inventory to service customer demand. We expect continued progress
from our processed products segment, but have no illusions about this occurring
overnight and expect that the greatest gains may not be evident until next
fiscal year."

ABOUT CALAVO

        Calavo Growers, Inc. is a worldwide leader in the procurement and
marketing of fresh and processed avocados, as well as other perishable food
products. Founded in 1924 and headquartered in Santa Ana, Calif., Calavo is the
First Name in Avocados(TM) and markets its products to food distributors,
produce wholesalers, supermarkets and restaurants on a global basis.

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        On Nov. 7, 2003, the company completed its acquisition of privately held
Maui Fresh International, a multi-line marketer of specialty produce, including
tropical fruits and vegetables. With a reputation for quality, Maui Fresh
operates as a wholly owned subsidiary of Calavo and markets products under its
respected brand name.

SAFE HARBOR STATEMENT

This news release contains statements relating to future events and results of
Calavo (including certain projections and business trends) that are "forward-
looking statements" as defined in the Private Securities Litigation Reform Act
of 1995. Actual results and events may differ from those projected as a result
of certain risks and uncertainties. These risks and uncertainties include but
are not limited to: increased competition, conducting substantial amounts of
business internationally, pricing pressures on agricultural products, adverse
weather and growing conditions confronting avocado growers, new governmental
regulations, as well as other risks and uncertainties detailed from time to time
in the company's Securities and Exchange Commission filings, including, without
limitation, the company's Report on Form 10-K for the year ended October 31,
2003. These forward-looking statements are made only as of the date hereof, and
the company undertakes no obligation to update or revise the forward-looking
statements, whether as a result of new information, future events or otherwise.

                                      # # #

                                       4

                              CALAVO GROWERS, INC.
                CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
                           (ALL AMOUNTS IN THOUSANDS)

                                                          JULY 31,     OCTOBER 31,
                                                            2004          2003
                                                         ---------     ----------
                                                                 
ASSETS
Current assets:
   Cash and cash equivalents ......................       $   848       $ 5,375
   Accounts receivable, net of allowances
   of $1,476 (2004) and $700 (2003) ...............        27,749        16,560
   Inventories, net ...............................        13,759         8,021
   Prepaid expenses and other current assets ......         4,135         4,487
   Loans to growers ...............................            65           353
   Advances to suppliers ..........................         2,396           624
   Deferred income taxes ..........................         1,379         1,379
                                                          -------       -------
      Total current assets ........................        50,331        36,799
Property, plant, and equipment, net ...............        16,857        13,121
Goodwill ..........................................         3,591            --
Other assets ......................................         3,996         3,769
                                                          -------       -------
                                                          $74,775       $53,689
                                                          =======       =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Payable to growers .............................       $14,949       $ 3,446
   Trade accounts payable .........................         2,930         1,534
   Accrued expenses ...............................         8,068         7,777
   Income taxes payable ...........................         1,138            51
   Dividend payable ...............................            --         3,232
   Current portion of long-term obligations .......            23            24
                                                          -------       -------
      Total current liabilities ...................        27,108        16,064
Long-term liabilities:
   Long-term obligations, less current portion ....            37            61
   Deferred income taxes ..........................           764           417
                                                          -------       -------
      Total long-term liabilities .................           801           478
Total shareholders' equity ........................        46,866        37,147
                                                          -------       -------
                                                          $74,775       $53,689
                                                          =======       =======

                                       5

                              CALAVO GROWERS, INC.
             CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
              (ALL AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                            THREE MONTHS ENDED             NINE MONTHS ENDED
                                                                  JULY 31,                      JULY 31,
                                                          -----------------------       -------------------------
                                                            2004           2003            2004            2003
                                                          --------       --------       ---------       ---------
                                                                                            
Net sales ..........................................      $ 83,318       $ 81,359       $ 208,782       $ 182,981
Cost of sales ......................................        74,833         72,203         189,389         162,931
                                                          --------       --------       ---------       ---------
Gross margin .......................................         8,485          9,156          19,393          20,050
Special charges ....................................            --              5              --             103
Selling, general and administrative ................         3,777          3,919          11,504          11,240
                                                          --------       --------       ---------       ---------
Operating income ...................................         4,708          5,232           7,889           8,707
Other income, net ..................................           (91)          (294)           (311)           (615)
                                                          --------       --------       ---------       ---------
Income before provision for income taxes ...........         4,799          5,526           8,200           9,322
Provision for income taxes .........................         1,739          2,287           3,100           3,848
                                                          --------       --------       ---------       ---------
Net income .........................................      $  3,060       $  3,239       $   5,100       $   5,474
                                                          ========       ========       =========       =========
Net income per share:
 Basic .............................................      $   0.23       $   0.25       $    0.38       $    0.42
                                                          ========       ========       =========       =========
 Diluted ...........................................      $   0.23       $   0.25       $    0.38       $    0.42
                                                          ========       ========       =========       =========
Number of shares used in per share computation:
 Basic .............................................        13,507         12,930          13,494          12,905
                                                          ========       ========       =========       =========
 Diluted ...........................................        13,594         12,960          13,579          12,935
                                                          ========       ========       =========       =========

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