Document and Entity Information
Document and Entity Information | 6 Months Ended |
Apr. 30, 2021shares | |
Document and Entity Information | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Apr. 30, 2021 |
Document Transition Report | false |
Entity File Number | 000-33385 |
Entity Registrant Name | CALAVO GROWERS, INC |
Entity Incorporation, State or Country Code | CA |
Entity Tax Identification Number | 33-0945304 |
Entity Address, Address Line One | 1141-A Cummings Road |
Entity Address, City or Town | Santa Paula |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 93060 |
City Area Code | 805 |
Local Phone Number | 525-1245 |
Title of 12(b) Security | Common Stock |
Trading Symbol | CVGW |
Security Exchange Name | NASDAQ |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 17,683,930 |
Entity Central Index Key | 0001133470 |
Current Fiscal Year End Date | --10-31 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q2 |
Amendment Flag | false |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS - USD ($) $ in Thousands | Apr. 30, 2021 | Oct. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 5,582 | $ 4,055 |
Accounts receivable, net of allowances of $4,338 (2021) and $3,498 (2020) | 90,112 | 63,668 |
Inventories, net | 53,335 | 41,787 |
Prepaid expenses and other current assets | 9,418 | 10,733 |
Advances to suppliers | 9,521 | 5,061 |
Income taxes receivable | 2,419 | 10,591 |
Total current assets | 170,387 | 135,895 |
Property, plant, and equipment, net | 130,787 | 130,270 |
Operating lease right-of-use assets | 58,169 | 60,262 |
Investment in Limoneira Company | 30,292 | 23,197 |
Investments in unconsolidated entities | 4,779 | 6,065 |
Deferred income taxes | 2,689 | 2,486 |
Goodwill | 28,653 | 28,568 |
Intangibles, net | 9,536 | 10,323 |
Other assets | 39,018 | 32,558 |
Total assets | 474,310 | 429,624 |
Current liabilities: | ||
Payable to growers | 31,390 | 11,346 |
Trade accounts payable | 14,012 | 9,384 |
Accrued expenses | 42,035 | 36,922 |
Borrowings pursuant to credit facilities, current | 20,550 | |
Dividend payable | 20,343 | |
Current portion of operating leases | 6,726 | 6,443 |
Current portion of long-term obligations and finance leases | 1,421 | 1,343 |
Total current liabilities | 95,584 | 106,331 |
Long-term liabilities: | ||
Borrowings pursuant to credit facilities, long-term | 42,250 | |
Long-term operating leases, less current portion | 55,907 | 58,273 |
Long-term obligations and finance leases, less current portion | 5,635 | 5,716 |
Other long-term liabilities | 3,192 | 3,302 |
Total long-term liabilities | 106,984 | 67,291 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Common stock ($0.001 par value, 100,000 shares authorized; 17,684 (2021) and 17,661 (2020) shares issued and outstanding) | 18 | 18 |
Additional paid-in capital | 166,709 | 165,000 |
Noncontrolling interest | 1,385 | 1,472 |
Retained earnings | 103,630 | 89,512 |
Total shareholders' equity | 271,742 | 256,002 |
Total liabilities and shareholders' equity | $ 474,310 | $ 429,624 |
CONSOLIDATED CONDENSED BALANC_2
CONSOLIDATED CONDENSED BALANCE SHEETS (PARENTHETICAL) - USD ($) shares in Thousands, $ in Thousands | Apr. 30, 2021 | Oct. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowances of accounts receivable | $ 4,338 | $ 3,498 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 17,684 | 17,661 |
Common stock, shares outstanding | 17,684 | 17,661 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 276,821 | $ 281,166 | $ 497,399 | $ 554,516 |
Cost of sales | 254,221 | 259,091 | 456,960 | 516,633 |
Gross profit | 22,600 | 22,075 | 40,439 | 37,883 |
Selling, general and administrative | 13,683 | 14,504 | 27,857 | 30,802 |
Gain on sale of Temecula packinghouse | 54 | 54 | 108 | 108 |
Operating income | 8,971 | 7,625 | 12,690 | 7,189 |
Interest expense | (191) | (342) | (365) | (529) |
Other income, net | 411 | 628 | 612 | 1,622 |
Unrealized net gain (loss) on Limoneira shares | 3,506 | (10,349) | 7,095 | (9,343) |
Income (loss) before income taxes and loss from unconsolidated entities | 12,697 | (2,438) | 20,032 | (1,061) |
Income tax benefit (provision) | (2,772) | 1,208 | (4,715) | 1,858 |
Net loss from unconsolidated entities | (1,131) | (2,177) | (1,286) | (5,205) |
Net income (loss) | 8,794 | (3,407) | 14,031 | (4,408) |
Add: Net loss attributable to noncontrolling interest | 47 | 129 | 87 | 192 |
Net income (loss) attributable to Calavo Growers, Inc. | $ 8,841 | $ (3,278) | $ 14,118 | $ (4,216) |
Calavo Growers, Inc.'s net income (loss) per share: | ||||
Basic | $ 0.50 | $ (0.19) | $ 0.80 | $ (0.24) |
Diluted | $ 0.50 | $ (0.19) | $ 0.80 | $ (0.24) |
Number of shares used in per share computation: | ||||
Basic | 17,619 | 17,550 | 17,609 | 17,543 |
Diluted | 17,679 | 17,550 | 17,668 | 17,543 |
CONSOLIDATED CONDENSED STATEM_2
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2020 | |
Cash Flows from Operating Activities: | |||||
Net income (loss) | $ 8,794 | $ (3,407) | $ 14,031 | $ (4,408) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||
Depreciation and amortization | 8,371 | 7,646 | |||
Non-cash operating lease expense | 59 | 104 | |||
Net loss from unconsolidated entities | 1,131 | 2,177 | 1,286 | 5,205 | |
Unrealized net gain on Limoneira shares | (3,506) | 10,349 | (7,095) | 9,343 | |
Interest income on notes to FreshRealm | (1,489) | ||||
Stock-based compensation expense | 2,264 | 2,717 | |||
Gain on sale of Temecula packinghouse | (54) | (54) | (108) | (108) | |
Loss on disposal of property, plant, and equipment | 230 | ||||
Effect on cash of changes in operating assets and liabilities: | |||||
Accounts receivable, net | (26,400) | (10,388) | |||
Inventories, net | (11,579) | (9,327) | |||
Prepaid expenses and other current assets | 2,700 | (1,755) | |||
Advances to suppliers | (4,460) | 7,329 | |||
Income taxes receivable/payable | 8,172 | (5,985) | |||
Other assets | (5,126) | 2,844 | |||
Payable to growers | 20,044 | 14,574 | |||
Trade accounts payable, accrued expenses and other long-term liabilities | 8,264 | (19,554) | |||
Net cash provided (used) by operating activities | 10,423 | (3,022) | |||
Cash Flows from Investing Activities: | |||||
Purchases of property, plant, and equipment | (7,659) | (5,937) | |||
Acquisition of SFFI, net of cash acquired of $623 | (18,396) | ||||
Investment in FreshRealm | (1,477) | ||||
Infrastructure advance to tomato growers | (1,326) | ||||
Net cash used in investing activities | (8,985) | (25,810) | |||
Cash Flows from Financing Activities: | |||||
Payment of dividend to shareholders | (20,343) | (19,354) | |||
Proceeds from revolving credit facility | 172,600 | 126,000 | |||
Payments on revolving credit facility | (150,900) | (81,000) | |||
Payments of minimum withholding taxes on net share settlement of equity awards | (602) | (1,179) | |||
Payments on long-term obligations and finance leases | (713) | (410) | |||
Proceeds from stock option exercises | 47 | 86 | |||
Net cash provided by financing activities | 89 | 24,143 | |||
Net increase (decrease) in cash and cash equivalents | 1,527 | (4,689) | |||
Cash and cash equivalents, beginning of period | 4,055 | 7,973 | $ 7,973 | ||
Cash and cash equivalents, end of period | $ 5,582 | $ 3,284 | 5,582 | 3,284 | $ 4,055 |
Noncash Investing and Financing Activities: | |||||
Right of use assets obtained in exchange for new financing lease obligations | 665 | 390 | |||
Notes receivable from FreshRealm converted to investment in FreshRealm | 2,761 | ||||
Property, plant, and equipment included in trade accounts payable and accrued expenses | $ 522 | $ 1,056 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands | 6 Months Ended |
Apr. 30, 2020USD ($) | |
Statement of Cash Flows [Abstract] | |
Cash acquired | $ 623 |
CONSOLIDATED CONDENSED STATEM_3
CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained EarningsCumulative effect adjustment | Retained Earnings | Noncontrolling Interest [Member] | Cumulative effect adjustment | Total |
Beginning balance at Oct. 31, 2019 | $ 18 | $ 161,606 | $ 1,165 | $ 122,557 | $ 1,688 | $ 1,165 | $ 285,869 |
Beginning balance, shares at Oct. 31, 2019 | 17,595 | ||||||
Exercise of stock options and income tax benefit | 47 | 47 | |||||
Exercise of stock options and income tax benefit, shares | 2 | ||||||
Stock compensation expense | 931 | 931 | |||||
Restricted stock issued, shares | 17 | ||||||
Avocados de Jalisco noncontrolling interest contribution | (63) | (63) | |||||
Net income (loss) attributable to Calavo Growers, Inc. | (938) | (938) | |||||
Ending balance at Jan. 31, 2020 | $ 18 | 162,584 | 122,784 | 1,625 | 287,011 | ||
Ending balance, shares at Jan. 31, 2020 | 17,614 | ||||||
Beginning balance at Oct. 31, 2019 | $ 18 | 161,606 | $ 1,165 | 122,557 | 1,688 | $ 1,165 | 285,869 |
Beginning balance, shares at Oct. 31, 2019 | 17,595 | ||||||
Net income (loss) attributable to Calavo Growers, Inc. | (4,216) | ||||||
Ending balance at Apr. 30, 2020 | $ 18 | 163,230 | 119,506 | 1,496 | 284,250 | ||
Ending balance, shares at Apr. 30, 2020 | 17,639 | ||||||
Beginning balance at Jan. 31, 2020 | $ 18 | 162,584 | 122,784 | 1,625 | 287,011 | ||
Beginning balance, shares at Jan. 31, 2020 | 17,614 | ||||||
Exercise of stock options and income tax benefit | 39 | 39 | |||||
Exercise of stock options and income tax benefit, shares | 2 | ||||||
Stock compensation expense | 667 | 667 | |||||
Payments of min withholding of taxes on net share settlement of equity awards | (1,179) | (1,179) | |||||
Restricted stock issued | 1,119 | 1,119 | |||||
Restricted stock issued, shares | 23 | ||||||
Avocados de Jalisco noncontrolling interest contribution | (129) | (129) | |||||
Net income (loss) attributable to Calavo Growers, Inc. | (3,278) | (3,278) | |||||
Ending balance at Apr. 30, 2020 | $ 18 | 163,230 | 119,506 | 1,496 | 284,250 | ||
Ending balance, shares at Apr. 30, 2020 | 17,639 | ||||||
Beginning balance at Oct. 31, 2020 | $ 18 | 165,000 | 89,512 | 1,472 | 256,002 | ||
Beginning balance, shares at Oct. 31, 2020 | 17,661 | ||||||
Exercise of stock options and income tax benefit | 47 | 47 | |||||
Exercise of stock options and income tax benefit, shares | 2 | ||||||
Stock compensation expense | 907 | 907 | |||||
Payments of min withholding of taxes on net share settlement of equity awards | (467) | (467) | |||||
Restricted stock issued, shares | 23 | ||||||
Avocados de Jalisco noncontrolling interest contribution | (40) | (40) | |||||
Net income (loss) attributable to Calavo Growers, Inc. | 5,277 | 5,277 | |||||
Ending balance at Jan. 31, 2021 | $ 18 | 165,487 | 94,789 | 1,432 | 261,726 | ||
Ending balance, shares at Jan. 31, 2021 | 17,686 | ||||||
Beginning balance at Oct. 31, 2020 | $ 18 | 165,000 | 89,512 | 1,472 | 256,002 | ||
Beginning balance, shares at Oct. 31, 2020 | 17,661 | ||||||
Net income (loss) attributable to Calavo Growers, Inc. | 14,118 | ||||||
Ending balance at Apr. 30, 2021 | $ 18 | 166,709 | 103,630 | 1,385 | 271,742 | ||
Ending balance, shares at Apr. 30, 2021 | 17,684 | ||||||
Beginning balance at Jan. 31, 2021 | $ 18 | 165,487 | 94,789 | 1,432 | 261,726 | ||
Beginning balance, shares at Jan. 31, 2021 | 17,686 | ||||||
Stock compensation expense | 1,357 | 1,357 | |||||
Payments of min withholding of taxes on net share settlement of equity awards | (135) | (135) | |||||
Payments of min withholding of taxes on net share settlement of equity awards, shares | (2) | ||||||
Avocados de Jalisco noncontrolling interest contribution | (47) | (47) | |||||
Net income (loss) attributable to Calavo Growers, Inc. | 8,841 | 8,841 | |||||
Ending balance at Apr. 30, 2021 | $ 18 | $ 166,709 | $ 103,630 | $ 1,385 | $ 271,742 | ||
Ending balance, shares at Apr. 30, 2021 | 17,684 |
Description of the business
Description of the business | 6 Months Ended |
Apr. 30, 2021 | |
Description of the business | |
Description of the business | 1. Description of the business Business Calavo Growers, Inc. (Calavo, the Company, we, us or our), is a global leader in the avocado industry and a provider of value-added fresh food. Our expertise in marketing and distributing avocados, prepared avocados, and other perishable foods allows us to deliver a wide array of fresh and prepared food products to retail grocery, foodservice, club stores, mass merchandisers, food distributors and wholesalers on a worldwide basis. We procure avocados from California, Mexico and other growing regions around the world. Through our various operating facilities, we (i) sort, pack, and/or ripen avocados, tomatoes and/or Hawaiian grown papayas, (ii) create, process and package a portfolio of healthy fresh foods including fresh-cut fruit and vegetables, and prepared foods and (iii) process and package guacamole and salsa. We distribute our products both domestically and internationally and report our operations in three different business segments: Fresh products, Renaissance Food Group (RFG) and Calavo Foods. The accompanying unaudited consolidated condensed financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments, consisting of adjustments of a normal recurring nature necessary to present fairly the Company’s financial position, results of operations and cash flows. The results of operations for interim periods are not necessarily indicative of the results that may be expected for a full year. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended Recently Adopted Accounting Standards In October 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updated (ASU) 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities On November 1, 2020, the Company adopted an ASU , Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. In January 2017, the FASB issued an ASU, Simplifying the Test for Goodwill Impairment, which removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. The ASU permits an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and to recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This ASU was effective for us beginning the first day of our 2021 fiscal year. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements. On November 1, 2020, the Company adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) |
Information regarding our opera
Information regarding our operations in different segments | 6 Months Ended |
Apr. 30, 2021 | |
Information regarding our operations in different segments | |
Information regarding our operations in different segments | 2. Information regarding our operations in different segments We report our operations in three different business segments: (1) Fresh products, (2) RFG, and (3) Calavo Foods. These business segments are presented based on how information is used by our Chief Executive Officer to measure performance and allocate resources. The Fresh products segment includes operations that involve the distribution of avocados and other fresh produce products. The RFG segment represents operations related to the manufacturing and distribution of fresh-cut fruit, fresh-cut vegetables, and prepared foods. The Calavo Foods segment represents operations related to the purchase, manufacturing, and distribution of prepared avocado products, including guacamole, and salsa. 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 Three months ended April 30, 2021 Three months ended April 30, 2020 Fresh Calavo Fresh Calavo products RFG Foods Total products RFG Foods Total Avocados $ 146,359 $ — $ — $ 146,359 $ 149,865 $ — $ — $ 149,865 Tomatoes 13,433 — — 13,433 19,331 — — 19,331 Papayas 2,647 — — 2,647 2,363 — — 2,363 Other fresh income 126 — — 126 112 — — 112 Prepared avocado products — — 20,915 20,915 — — 19,118 19,118 Salsa — — 696 696 — — 609 609 Fresh-cut fruit & veg. and prepared foods — 97,011 — 97,011 — 94,186 — 94,186 Total gross sales 162,565 97,011 21,611 281,187 171,671 94,186 19,727 285,584 Less sales incentives (879) (722) (875) (2,476) (803) (657) (1,874) (3,334) Less inter-company eliminations (717) — (1,173) (1,890) (234) — (850) (1,084) Net sales $ 160,969 $ 96,289 $ 19,563 $ 276,821 $ 170,634 $ 93,529 $ 17,003 $ 281,166 Six months ended April 30, 2021 Six months ended April 30, 2020 Fresh Calavo Fresh Calavo products RFG Foods Total products RFG Foods Total Avocados $ 250,130 $ — $ — $ 250,130 $ 267,749 $ — $ — $ 267,749 Tomatoes 22,619 — — 22,619 32,324 — — 32,324 Papayas 5,397 — — 5,397 5,007 — — 5,007 Other fresh income 454 — — 454 237 — — 237 Prepared avocado products — — 37,753 37,753 — — 40,919 40,919 Salsa — — 1,408 1,408 — — 1,328 1,328 Fresh-cut fruit & veg. and prepared foods — 188,262 — 188,262 — 215,653 — 215,653 Total gross sales 278,600 188,262 39,161 506,023 305,317 215,653 42,247 563,217 Less sales incentives (1,455) (1,667) (1,967) (5,089) (1,259) (1,190) (3,910) (6,359) Less inter-company eliminations (1,243) — (2,292) (3,535) (700) — (1,642) (2,342) Net sales $ 275,902 $ 186,595 $ 34,902 $ 497,399 $ 303,358 $ 214,463 $ 36,695 $ 554,516 Fresh Calavo Interco. products RFG Foods Elimins. Total (All amounts are presented in thousands) Three months ended April 30, 2021 Net sales $ 161,686 $ 96,289 $ 20,736 $ (1,890) $ 276,821 Cost of sales 146,678 94,001 15,432 (1,890) 254,221 Gross profit $ 15,008 $ 2,288 $ 5,304 $ — $ 22,600 Three months ended April 30, 2020 Net sales $ 170,868 $ 93,529 $ 17,853 $ (1,084) $ 281,166 Cost of sales 156,463 90,793 12,919 (1,084) 259,091 Gross profit $ 14,405 $ 2,736 $ 4,934 $ — $ 22,075 Six months ended April 30, 2021 Net sales $ 277,145 $ 186,595 $ 37,194 $ (3,535) $ 497,399 Cost of sales 248,992 184,329 27,174 (3,535) 456,960 Gross profit $ 28,153 $ 2,266 $ 10,020 $ — $ 40,439 Six months ended April 30, 2020 Net sales $ 304,058 $ 214,463 $ 38,337 $ (2,342) $ 554,516 Cost of sales 283,071 208,853 27,051 (2,342) 516,633 Gross profit $ 20,987 $ 5,610 $ 11,286 $ — $ 37,883 For the three months ended April 30, 2021 and 2020, intercompany sales and cost of sales of $0.7 million and $0.2 million between Fresh products and RFG were eliminated. For the six months ended April 30, 2021 and 2020, intercompany sales and cost of sales of $1.2 million and $0.7 million between Fresh products and RFG were eliminated. For the three months ended April 30, 2021 and 2020, intercompany sales and cost of sales of $1.2 million and $0.8 million between Calavo Foods and RFG were eliminated. For the six months ended April 30, 2021 and 2020, intercompany sales and cost of sales of $2.3 million and $1.6 million between Calavo Foods and RFG were eliminated. Sales to customers outside the U.S. were approximately $8.8 million, and $5.8 million for the three months ended April 30, 2021 and 2020. Sales to customers outside the U.S. were approximately $16.9 million, and $15.4 million for the six months ended April 30, 2021 and 2020. Our foreign operations in Mexico are subject to exchange rate fluctuations and foreign currency transaction costs. The functional currency of our foreign subsidiaries in Mexico is the United States dollar (U.S. dollar). As a result, monetary assets and liabilities are translated into U.S. dollars at exchange rates as of the balance sheet date and non-monetary assets, liabilities and equity are translated at historical rates. Sales and expenses are translated using a weighted-average exchange rate for the period. Gains and losses resulting from those remeasurements and foreign currency transactions are recognized within cost of sales. We recognized foreign currency remeasurement losses in the current quarter. These losses were due primarily to certain long-term net peso receivables. The Mexican peso strengthened compared to the U.S. dollar from 20.22 (MX peso to U.S. dollar) at January 31, 2021 to 20.18 (MX peso to U.S. dollar) at April 30, 2021. Foreign currency remeasurement losses, net of gains, for the three months ended April 30, 2021 and 2020 was $0.5 million and $3.4 million. Foreign currency remeasurement gains, net of losses, for the six months ended April 30, 2021 was $0.6 million. Foreign currency remeasurement losses, net of gains, for the six months ended April 30, 2020 was $3.3 million. Long-lived assets attributed to geographic areas as of April 30, 2021 and October 31, 2020, are as follows (in thousands): United States Mexico Consolidated April 30, 2021 $ 92,668 $ 38,119 $ 130,787 October 31, 2020 $ 95,110 $ 35,160 $ 130,270 |
Inventories
Inventories | 6 Months Ended |
Apr. 30, 2021 | |
Inventories | |
Inventories | 3. Inventories Inventories consist of the following (in thousands): April 30, October 31, 2021 2020 Fresh fruit $ 27,169 $ 14,677 Packing supplies and ingredients 14,315 12,540 Finished prepared foods 11,851 14,570 $ 53,335 $ 41,787 Inventories are stated at the lower of cost or net realizable value. We periodically review the value of items in inventory and record any necessary write downs of inventory based on our assessment of market conditions. Inventory includes reserves of $0.2 million in slow moving and obsolete packing supply inventory as of April 30, 2021 and October 31, 2020. No additional inventory reserve was considered necessary as of April 30, 2021 and October 31, 2020. |
Related party transactions
Related party transactions | 6 Months Ended |
Apr. 30, 2021 | |
Related party transactions | |
Related party transactions | 4. Related party transactions Certain members of our Board of Directors market California avocados through Calavo pursuant to marketing agreements substantially similar to the marketing agreements that we enter into with other growers. For the three months ended April 30, 2021 and 2020, the aggregate amount of avocados procured from entities owned or controlled by members of our Board of Directors was $5.0 million and $5.9 million. For the six months ended April 30, 2021 and 2020, the aggregate amount of avocados procured from entities owned or controlled by members of our Board of Directors was $5.0 million and $6.1 million. Amounts payable to these Board members were $3.3 million as of April 30, 2021. We did not have any amounts payable to these Board members as of October 31, 2020. During the three months ended April 30, 2021 and 2020, we received $0.1 million as dividend income from Limoneira Company (Limoneira). During the six months ended April 30, 2021 and 2020, we received $0.2 million and $0.1 million as dividend income from Limoneira. In addition, we lease office space from Limoneira for our corporate office. We paid rent expense to Limoneira totaling $0.1 million for the three months ended April 30, 2021 and 2020. We paid rent expense to Limoneira totaling $0.2 million for the six months ended April 30, 2021 and 2020. Harold Edwards, who is a member of our Board of Directors, is the Chief Executive Officer of Limoneira Company. As of April 30, 2021, we own approximately 9% of Limoneira’s outstanding shares. We currently have a board member who served as a partner in the law firm of TroyGould PC, which has represented Calavo as legal counsel on certain matters, until his retirement in December 2020. During the three months ended April 30, 2021 and 2020, Calavo Growers, Inc. paid fees totaling $0.1 million to TroyGould PC. During the six months ended April 30, 2021 and 2020, Calavo Growers, Inc. paid fees totaling $0.2 million to TroyGould PC. Calavo and Agricola Belher (“Belher”) have an equal one -half ownership interest in Agricola Don Memo, S.A. de C.V. (“Don Memo”). Pursuant to a management service agreement, Belher, through its officers and employees, has day-to-day power and authority to manage the operations. As of April 30, 2021, and October 31, 2020, we had an investment of $4.8 million and $6.0 million, representing Calavo’s 50% ownership in Don Memo, which was included as an investment in unconsolidated entities on our balance sheet. We make advances to Don Memo for operating purposes, provide additional advances as shipments are made during the season, and return the proceeds from tomato sales under our marketing program to Don Memo, net of our commission and aforementioned advances. As of April 30, 2021 and October 31, 2020, we had outstanding advances of $4.2 million and $2.4 million to Don Memo. In October 2020, we entered into an infrastructure loan agreement with Don Memo for $2.4 million secured by certain property and equipment of Don Memo. This infrastructure loan will incur interest at . In October 2020, we funded million in the first and second quarters of fiscal 2021. This infrastructure loan agreement will mature in fiscal 2024. During the three months ended April 30, 2021 and 2020, we recorded $0.4 million and $0.6 million of cost of sales to Don Memo pursuant to our consignment agreement. During the six months ended April 30, 2021 and 2020, we recorded $3.9 million and $4.6 million of cost of sales to Don Memo pursuant to our consignment agreement. We make advances to Belher for operating purposes, provide additional advances as shipments are made during the season, and return the proceeds from tomato sales under our marketing program to Belher, net of our commission and aforementioned advances. We had grower advances due from Belher totaling $4.5 million as of April 30, 2021 and October 31, 2020, which are netted against the grower payable. In addition, we had infrastructure advances due from Belher of $1.8 million as of April 30, 2021 and October 31, 2020. The remaining principal balance is due in $0.9 million installments on July 2021 and July 2022. Of these infrastructure advances $0.9 million and $0.6 million was recorded as a receivable in prepaid and other current assets as of April 30, 2021 and October 31, 2020. The remaining $0.9 million of these infrastructure advances were recorded in other assets. During the three months ended April 30, 2021 and 2020, we recorded $11.2 million and $15.7 million of cost of sales to Belher pursuant to our consignment agreement. During the six months ended April 30, 2021 and 2020, we recorded $14.5 million and $19.6 million of cost of sales to Belher pursuant to our consignment agreement. In August 2015, we entered into a Shareholder’s Agreement with various Mexican partners and created Avocados de Jalisco, S.A.P.I. de C.V. (“Avocados de Jalisco”). Avocados de Jalisco is a Mexican corporation created to engage in procuring, packing and selling avocados. As of April 30, 2021, this entity was approximately 83 % owned by Calavo and was consolidated in our financial statements. Avocados de Jalisco built a packinghouse located in Jalisco, Mexico, which began operations in June of 2017. During the three months ended April 30, 2021 and 2020, we purchased approximately $1.0 million and $1.5 million of avocados from the partners of Avocados de Jalisco. During the six months ended April 30, 2021 and 2020, we purchased approximately $3.2 million and $1.9 million of avocados from the partners of Avocados de Jalisco. FreshRealm is a start-up company, engaged in activities relating to the marketing of food products directly to consumers or other entities. On February 3, 2021, Calavo and FreshRealm entered into a Limited Liability Company Member Separation and Release Agreement (the Separation Agreement). See Note 12 for more information. Prior to the Separation Agreement, we had an equity investment in FreshRealm representing approximately ownership of FreshRealm. We recorded an impairment of 100% of this equity investment, or 2020. We had a note receivable and trade receivables of approximately $34.5 million at October 31, 2020 (which includes accrued interest) from FreshRealm. We recorded a reserve of One officer and five members of our board of directors have investments in FreshRealm as of April 30, 2021 and October 31, 2020. Prior to the Separation Agreement, three members of our board of directors served as board members of FreshRealm. We provide storage services to FreshRealm from select Value-Added Depots and RFG facilities. We have recorded and received $0.2 million and $0.1 million in storage services revenue from FreshRealm in the three months ended April 30, 2021 and 2020. We have recorded and received $0.3 million and $0.3 million in storage services revenue from FreshRealm in the six months ended April 30, 2021 and 2020. For the three months ended April 30, 2020, RFG has sold less than $0.1 sold $0.3 million of products to FreshRealm. |
Other Assets
Other Assets | 6 Months Ended |
Apr. 30, 2021 | |
Other Assets | |
Other Assets | 5. Other assets Other assets consist of the following (in thousands): April 30, October 31, 2021 2020 Mexican IVA (i.e. value-added) taxes receivable (see note 11) $ 34,971 $ 30,126 Infrastructure advances to Agricola Belher and Agricola Don Memo 2,541 1,215 Other 1,506 1,217 $ 39,018 $ 32,558 Intangible assets consist of the following (in thousands): April 30, 2021 October 31, 2020 Weighted- Gross Net Gross Net Average Carrying Accum. Book Carrying Accum. Book Useful Life Value Amortization Value Value Amortization Value Customer list/relationships 7 years $ 17,340 $ (9,315) $ 8,025 $ 17,340 $ (8,613) $ 8,727 Trade names 11 years 4,060 (2,913) 1,147 4,060 (2,852) 1,208 Trade secrets/recipes 9 years 630 (541) 89 630 (517) 113 Brand name intangibles indefinite 275 — 275 275 — 275 Intangibles, net $ 22,305 $ (12,769) $ 9,536 $ 22,305 $ (11,982) $ 10,323 We anticipate recording amortization expense of $0.8 million for the remainder of fiscal 2021, $1.6 million for fiscal year 2022, $1.5 million for fiscal year 2023, $1.5 million for fiscal year 2024, and $3.9 million thereafter. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Apr. 30, 2021 | |
Stock-Based Compensation | |
Stock-Based Compensation | 6. Stock-Based Compensation In April 2011, our shareholders approved the Calavo Growers, Inc. 2011 Management Incentive Plan (the “2011 Plan”). All directors, officers, employees and consultants (including prospective directors, officers, employees and consultants) of Calavo and its subsidiaries are eligible to receive awards under the 2011 Plan. Shares were issuable under the 2011 Plan through December 2020. On April 21, 2021, the shareholders of Calavo approved the Calavo Growers, Inc. 2020 equity incentive plan. This is a ten-year plan, with up to 1,500,000 shares a issuable through December 2031. In April 2021, the Board of Directors approved the vesting of all of the remaining restricted shares outstanding to our former Chief Executive Officer and Board member. With this vesting, we recognized stock-based compensation of $0.7 million for the three and six months ended April 30, 2021. On November 2, 2020, 11 of our non-employee directors were each granted 1,500 restricted shares, as part of their annual compensation (total of 16,500 shares). These shares have full voting rights and participate in dividends as if unrestricted. The closing price of our stock on such date was $67.97 . On January 2, 2022, as long as the directors are still serving on the board, these shares lose their restriction and become non-forfeitable and transferable. These shares were granted pursuant to our 2011 Plan. The total recognized stock-based compensation expense for these grants was $0.3 million for the three months ended April 30, 2021. The total recognized stock-based compensation expense for these grants was $0.4 million for the six months ended April 30, 2021. On November 2, 2020, our executive officers were granted a total of 9,334 restricted shares. These shares have full voting rights and participate in dividends as if unrestricted. The closing price of our stock on such date was $67.97 . These shares vest in one -half increments, on an annual basis, beginning November 2, 2021. These shares were granted pursuant to our 2011 Plan. The total recognized stock-based compensation expense for these grants was $0.1 million for the three months ended April 30, 2021. The total recognized stock-based compensation expense for these grants was $0.2 million for the six months ended April 30, 2021. On November 2, 2020, key employees were granted a total of 2,600 restricted shares. These shares have full voting rights and participate in dividends as if unrestricted. The closing price of our stock on such date was $67.97 . These shares vest in one -third increments, on an annual basis, beginning November 2, 2021. These shares were granted pursuant to our 2011 Plan. The total recognized stock-based compensation expense for these grants were insignificant for the three months ended April 30, 2021. The total recognized stock-based compensation expense for these grants were insignificant for the six months ended April 30, 2021. A summary of restricted stock activity, related to our 2011 Management Incentive Plan, is as follows (in thousands, except for per share amounts): Weighted-Average Aggregate Number of Shares Grant Price Intrinsic Value Outstanding at October 31, 2020 76 $ 80.45 Vested (45) $ 83.27 Granted 23 $ 67.97 Outstanding at April 30, 2021 54 $ 72.29 $ 4,257 The total recognized stock-based compensation expense for restricted stock was $1.4 million and $1.8 million for the three months ended April 30, 2021 and 2020. The total recognized stock-based compensation expense for restricted stock was $2.3 million and $2.7 million for the six months ended April 30, 2021 and 2020. Total unrecognized stock-based compensation expense totaled $3.5 million as of April 30, 2021 and will be amortized through fiscal year 2023. Stock options are granted with exercise prices of not less than the fair market value at grant date, generally vest over one two 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. A summary of stock option activity, related to our 2011 Management Incentive Plan, is as follows (in thousands, except for per share amounts): Weighted-Average Aggregate Exercise Intrinsic Number of Shares Price Value Outstanding at October 31, 2020 16 $ 44.21 Exercised (2) $ 23.48 Outstanding at April 30, 2021 14 $ 47.17 $ 433 Exercisable at April 30, 2021 12 $ 45.59 $ 390 At April 30, 2021, outstanding and exercisable stock options had a weighted-average remaining contractual term of 3.0 years. The total recognized and unrecognized stock-based compensation expense was insignificant for the three and six months ended April 30, 2021 and 2020. |
Other events
Other events | 6 Months Ended |
Apr. 30, 2021 | |
Other events | |
Other events | 7. Other events Dividend payment On December 4, 2020, we paid a $1.15 per share dividend in the aggregate amount of $20.3 million to shareholders of record on November 13, 2020. Litigation From time to time, we are involved in litigation arising in the ordinary course of our business that we do not believe will have a material adverse impact on our financial statements. Mexico tax audits We conduct business both domestically and internationally and, as a result, one or more of our subsidiaries files income tax returns in U.S. federal, U.S. state and certain foreign jurisdictions. Accordingly, in the normal course of business, we are subject to examination by taxing authorities, primarily in Mexico and the United States. During our third quarter of fiscal 2016, our wholly-owned subsidiary, Calavo de Mexico (CDM), received a written communication from the Ministry of Finance and Administration of the government of the State of Michoacan, Mexico (MFM) containing preliminary observations related to a fiscal 2011 tax audit of such subsidiary. MFM’s preliminary observations outline certain proposed adjustments primarily related to intercompany funding, deductions for services from certain vendors/suppliers and Value Added Tax (IVA). During the period from our fourth fiscal quarter of 2016 through our first fiscal quarter of 2019, we attempted to resolve our case with the MFM through working meetings attended by representatives of the MFM, CDM and PRODECON (Local Tax Ombudsman). However, we were unable to materially resolve our case with the MFM through the PRODECON process. As a result, in April 2019, the MFM issued a final tax assessment to CDM (the “2011 Assessment”) totaling approximately $2.2 billion Mexican pesos (approx. $109.0 million USD at April 30, 2021) related to Income Tax, Flat Rate Business Tax and Value Added Tax, corresponding to the fiscal year 2011 tax audit. We have consulted with an internationally recognized tax advisor and continue to believe this tax assessment is without merit. Therefore, we filed an administrative appeal challenging the MFM’s 2011 Assessment on June 12, 2019. The filing of an administrative appeal in Mexico is a process in which the taxpayer appeals to a different office within the Mexican tax authorities, forcing the legal office within the MFM to rule on the matter. This process preserves the taxpayer’s right to litigate in tax court if the administrative appeal process ends without a favorable or just resolution. Furthermore, in August 2018, we received a favorable ruling from Mexico’s Federal Tax Administration Service, Servicio de Administracion Tributaria’s (the “SAT”) central legal department in Mexico City on another tax matter (see footnote 11 regarding IVA refunds) indicating that they believe that our legal interpretation is accurate on a matter that is also central to the 2011 Assessment. We believe this recent ruling undermines the Assessment we received in April 2019. In February 2021, the legal division of the MFM issued a resolution in which the 2011 Assessment was declared void. As a result, the legal division ordered the MFM to issue a new tax assessment, taking into consideration arguments made by the Company in its filing of the administrative appeal. Such new tax assessment is pending. Additionally, we also received notice from the SAT, that CDM is currently under examination related to fiscal year 2013. In January 2017, we received preliminary observations from SAT outlining certain proposed adjustments primarily related to intercompany funding, deductions for services from certain vendors/suppliers and IVA. We provided a written rebuttal to these preliminary observations during our second fiscal quarter of 2017. During the period from our third fiscal quarter of 2017 through our third fiscal quarter of 2018, we attempted to resolve our case with the SAT through working meetings attended by representatives of the SAT, CDM and the PRODECON. However, we were unable to materially resolve our case with the SAT through the PRODECON process. As a result, in July 2018, the SAT’s local office in Uruapan issued to CDM a final tax assessment (the “2013 Assessment”) totaling approximately $2.6 billion Mexican pesos (approx. $128.8 million USD at April 30, 2021) related to Income Tax, Flat Rate Business Tax, and Value Added Tax, related to this fiscal 2013 tax audit. Additionally, the tax authorities have determined that we owe our employee’s profit-sharing liability, totaling approximately $118 million Mexican pesos (approx. $5.8 million USD at April 30, 2021). We have consulted with both an internationally recognized tax advisor as well as a global law firm with offices throughout Mexico, and we continue to believe that this tax assessment is without merit. In August 2018, we filed an administrative appeal on the 2013 Assessment. CDM has appealed our case to the SAT’s central legal department in Mexico City. Furthermore, and as noted in the preceding paragraphs, in August 2018, we received a favorable ruling from the SAT’s central legal department in Mexico City on another tax matter (see footnote 11 regarding IVA refunds) indicating that they believe that our legal interpretation is accurate on a matter that is also central to the 2013 Assessment. We believe this recent ruling significantly undermines the 2013 Assessment we received in July 2018. In light of the foregoing, the Company is currently considering its options for resolution of the two tax assessments: - In the unlikely event of an unfavorable resolution of the administrative appeal, we could file a nullification suit with the Mexican Tax Court. In order to file such suit, we would be required to post collateral or a bond for the total amount of the tax assessment (including inflation adjustments, penalties and surcharges) while the suit is in process, which could last from two to three years. If the suit results in an unfavorable ruling, there is an option to appeal to the Collegiate Circuit Court while maintaining the collateral or bond in place. - In the event of filing a nullification suit, the collateral or bonding requirement may be avoided by filing a nullification suit on substantive matters (“Juicio de Fondo”). This type of suit permits only arguments on the legal merits of the taxpayer’s case, and limits arguments on procedural matters. The estimated time for resolution of this matter could be affected by the situation related to the COVID-19 pandemic. We continue to believe that the ultimate resolution of these matters is unlikely to have a material effect on our consolidated financial position. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Apr. 30, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 8. Fair value measurements A fair value measurement is determined based on the assumptions that a market participant would use in pricing an asset or liability. A three-tiered hierarchy draws distinctions between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3). The following table sets forth our financial assets and liabilities as of April 30, 2021 that are measured on a recurring basis during the period, segregated by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total (All amounts are pres nted in thousands) Assets at Fair Value at April 30, 2021: Investment in Limoneira Company (1) $ 30,292 - - $ 30,292 Total assets at fair value $ 30,292 - - $ 30,292 Assets at Fair Value at October 31, 2020: Investment in Limoneira Company (1) $ 23,197 - - $ 23,197 Total assets at fair value $ 23,197 - - $ 23,197 (1) The investment in Limoneira Company consists of marketable securities in the Limoneira Company common stock. We currently own approximately of Limoneira’s outstanding common stock. These securities are measured at fair value using quoted market prices. For the three months ended April 30, 2021 and 2020, we recognized gains of million on the consolidated condensed statement of operations. For the six months ended April 30, 2021 and 2020, we recognized gains of |
Noncontrolling interest
Noncontrolling interest | 6 Months Ended |
Apr. 30, 2021 | |
Noncontrolling interest | |
Noncontrolling interest | 9. Noncontrolling interest The following table reconciles shareholders’ equity attributable to noncontrolling interest related to Avocados de Jalisco (in thousands). Three months ended April 30, Avocados de Jalisco noncontrolling interest 2021 2020 Noncontrolling interest, beginning $ 1,432 $ 1,625 Net loss attributable to noncontrolling interest of Avocados de Jalisco (47) (129) Noncontrolling interest, ending $ 1,385 $ 1,496 Six months ended April 30, Avocados de Jalisco noncontrolling interest 2021 2020 Noncontrolling interest, beginning $ 1,472 $ 1,688 Net loss attributable to noncontrolling interest of Avocados de Jalisco (87) (192) Noncontrolling interest, ending $ 1,385 $ 1,496 |
Earnings per share
Earnings per share | 6 Months Ended |
Apr. 30, 2021 | |
Earnings per share | |
Earnings per share | 10. Earnings per share Basic and diluted net income per share is calculated as follows (data in thousands, except per share data): Three months ended April 30, 2021 2020 Numerator: Net income (loss) attributable to Calavo Growers, Inc. $ 8,841 $ (3,278) Denominator: Weighted average shares – Basic 17,619 17,550 Effect of dilutive securities – Restricted stock/options 60 — Weighted average shares – Diluted 17,679 17,550 Net income (loss) per share attributable to Calavo Growers, Inc: Basic $ 0.50 $ (0.19) Diluted $ 0.50 $ (0.19) Six months ended April 30, 2021 2020 Numerator: Net Income (loss) attributable to Calavo Growers, Inc. $ 14,118 $ (4,216) Denominator: Weighted average shares - Basic 17,609 17,543 Effect on dilutive securities – Restricted stock/options 59 — Weighted average shares - Diluted 17,668 17,543 Net income (loss) per share attributable to Calavo Growers, Inc: Basic $ 0.80 $ (0.24) Diluted $ 0.80 $ (0.24) |
Mexican IVA taxes receivable
Mexican IVA taxes receivable | 6 Months Ended |
Apr. 30, 2021 | |
Mexican IVA taxes receivable | |
Mexican IVA taxes receivable | 11. 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 April 30, 2021, and October 31, 2020, CDM IVA receivables totaled $35.0 million (705.8 million Mexican pesos) and $30.2 million (640.7 million Mexican pesos). Historically, CDM received IVA refund payments from the Mexican tax authorities on a timely basis. Beginning in fiscal 2014 and continuing into fiscal 2021, however, the tax authorities began carrying out more detailed reviews of our refund requests and our supporting documentation. Additionally, they are also questioning the refunds requested attributable to IVA paid to certain suppliers that allegedly did not fulfill their own tax obligations. We believe these factors and others have contributed to delays in the processing of IVA claims by the Mexican tax authorities. Currently, we are in the process of collecting such balances through regular administrative processes, but certain amounts may ultimately need to be recovered via legal means and/or administrative appeals. During the first quarter of fiscal 2017, 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 central legal department in Mexico City on the 2015 Appeal indicating that they believe CDM’s legal interpretation of its declared tax structure is indeed accurate. While favorable on this central matter of CDM’s declared tax structure, the ruling, however, still does not recognize the taxpayers right to a full refund for the IVA related to the months of July, August and September 2015. Therefore, in October 2018, CDM filed a substance-over-form annulment suit in the Federal Tax Court to recover its full refund for IVA over the subject period, which is currently pending resolution. In spite of the favorable ruling from the SAT’s central legal department in Mexico City, as discussed above, the local SAT office continues to believe that CDM is not properly documented relative to its declared tax structure. As a result, they believe CDM cannot claim certain refundable IVA balances, specifically regarding our IVA refunds related to January through December of 2013, 2014, and 2015, and January 2017. CDM has strong arguments and supporting documentation to sustain its declared tax structure for IVA and income tax purposes. With assistance from our internationally recognized tax advisory firm, as of April 30, 2021, CDM has filed (or has plans to file) administrative appeals for the IVA related to the preceding months. A response to these administrative appeals is currently pending resolution. In light of the foregoing, the Company is currently considering its options for resolution of the VAT receivables. In the unlikely event of an unfavorable resolution of the administrative appeals, we plan to file nullification suits with the Mexican Tax Court. If the suits result in an unfavorable ruling, there is an option to appeal to the Collegiate Circuit Court. The estimated time for the resolution of these suits could be 2 – 3 years. This estimated time could be impacted by the situation of the COVID-19 pandemic. We believe that our operations in Mexico are properly documented. Furthermore, our internationally recognized tax advisors believe that there are legal grounds to prevail in the Federal Tax Court and that therefore, the Mexican tax authorities will ultimately authorize the refund of the corresponding IVA amounts. |
FreshRealm Separation
FreshRealm Separation | 6 Months Ended |
Apr. 30, 2021 | |
FreshRealm Separation | |
FreshRealm Separation | 12. FreshRealm Separation On February 3, 2021, Calavo and FreshRealm entered into a Limited Liability Company Member Separation and Release Agreement (the “Separation Agreement”) described below. Calavo was previously a limited liability company member in FreshRealm and was a party to that certain FreshRealm, LLC Seventh Amended and Restated Limited Liability Company Agreement, dated as of February 27, 2019, by and among FreshRealm and its members. Calavo and FreshRealm were also parties to that certain Sixth Amended and Restated Senior Promissory Note, effective August 10, 2018, as amended (the “Prior Note”), pursuant to which Calavo loaned to FreshRealm principal plus accrued interest in the total sum of $34.5 million. This note was fully reserved in fiscal 2020. Pursuant to the Separation Agreement, among other terms: (i) Calavo terminated its limited liability company interest and equity ownership in FreshRealm; (ii) Calavo and FreshRealm simultaneously entered into an Amended and Restated Senior Secured Loan Agreement and Promissory Note (the “Amended Note”), which amended and restated the Prior Note; (iii) FreshRealm issued an additional Secured Promissory Note to Calavo in the amount of approximately $5 million that is subordinated to the Amended Note (the “Second Note”, together with the Amended Note, the “Notes”); (iv) in the event FreshRealm pays Calavo the sum of $6 million (the “Loan Payoff Amount”) by March 31, 2022 (the “Loan Payoff Period”), the Notes shall be deemed paid in full; (v) the parties agreed to a mutual release of any claims; and (vi) the parties agreed to indemnify each other from any subsequent third party claims. In the event FreshRealm fails to pay the Loan Payoff Amount by the Loan Payoff Period, the Notes shall remain in full force and effect, and pursuant to a warrant issued to Calavo, Calavo shall have the right to purchase 4,207,397 equity units in Fresh Realm. The Notes have an interest rate of 1.46% per annum with a maturity date of April 1, 2022 and are secured in all of the assets and collateral of FreshRealm pursuant to that certain Third Amended and Restated Security Agreement dated February 3, 2021. If FreshRealm (i) pays to Calavo the Loan Payoff Amount within the Loan Payoff Period; and (ii) undergoes a “Success Event” in the future, including: a merger, a majority sale of FreshRealm’s assets or equity ownership interests, a private placement, or an initial public offering where FreshRealm as a company is valued at $100 million or more, FreshRealm must pay to the Company additional compensation in accordance with the following: ● FreshRealm must pay Calavo a $10 million payment upon the closing of a Success Event if the valuation of FreshRealm at the time of the Success Event is equal to or greater than $100 million, but less than $230 million; ● FreshRealm must pay Calavo a $20 million payment upon the closing of a Success Event if the valuation of FreshRealm at the time of the Success Event is equal to or greater than $230 million, but less than $380 million; or ● FreshRealm must pay Calavo a $34 million payment upon the closing of a Success Event if the valuation of FreshRealm at the time of the Success Event is equal to or greater than $380 Million. Aside from the above, if FreshRealm undergoes a sale of its business either through a merger or a majority sale of its assets or equity interests before February 3, 2022, FreshRealm must pay Calavo $6 million, if it hasn’t already paid the Loan Payoff Amount, plus twenty percent (20%) of the purchase price proceeds from such sale of FreshRealm. Due to the substantial uncertainty, no amounts have been recorded on the balance sheet as of April 30, 2021. |
Credit Facility
Credit Facility | 6 Months Ended |
Apr. 30, 2021 | |
Credit Facility | |
Credit Facility | 13. Credit Facility On January 29, 2021, we entered into the Third Amendment to Credit Agreement (the “Third Amendment”) with Farm Credit West, PCA and Bank of America, N.A. relating to our Credit Agreement dated as of June 14, 2016, First Amendment to Credit Agreement dated as of August 29, 2016, and Second Amendment to Credit Agreement dated as of February 28, 2019 (collectively, the Credit Facility). This Third Amendment, among other things, provides for a five-year extension of the maturity date to January 29, 2026, a $20 million increase in the revolving commitment to $100 million (from $80 million) (for a total facility size of $150 million if the $50 million accordion is exercised, up from a total size of $130 million), and a 25 basis point increase in the interest rate. The new interest rate schedules are effective mid-June 2021. The weighted-average interest rate under the Credit Facility was 2.8% and 1.9% at April 30, 2021 and October 31, 2020. Under the Credit Facility, we had $42.3 million and $20.6 million outstanding as April 30, 2021 and October 31, 2020. In accordance with the extended due date, the outstanding balance of the Credit Facility has been classified to long-term in the accompanying balance sheet as of April 30, 2021. The Credit Facility agreement contains customary affirmative and negative covenants for agreements of this type, including the following financial covenants applicable to the Company and its subsidiaries on a consolidated basis: (a) a quarterly consolidated leverage ratio of not more than 2.50 to 1.00 and (b) a quarterly consolidated fixed charge coverage ratio of not less than 1.15 to 1.00. We were in compliance with all financial covenants at April 30, 2021. |
COVID-19 Pandemic Impact
COVID-19 Pandemic Impact | 6 Months Ended |
Apr. 30, 2021 | |
COVID-19 Pandemic Impact | |
COVID-19 Pandemic Impact | 14. COVID-19 Pandemic Impact On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The COVID-19 pandemic has created challenging and unprecedented conditions for our business, and we are committed to taking action in support of a Company-wide response to the crisis. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. We believe we are well-positioned for the future as we continue to navigate the crisis and prepare for an eventual return to a more normal operating environment. We have successfully implemented contingency plans in the U.S. and in Mexico to monitor the evolving needs of our businesses in those countries, as well as those related to our Peru partner in consignment avocado sales. The COVID-19 pandemic began to have an adverse impact on our results of operations in the month of March 2020, resulting in cancelled orders, altered customer buying patterns, delays in potential new business opportunities, losses on product unable to be sold, reductions in margins related to lower manufacturing throughput, and changes to integration plans for an acquired entity. The effects of the pandemic have been more pronounced in the portions of our business servicing foodservice customers and to a lesser extent certain segments of our retail business, including behind-the-glass deli and grab-and-go convenience items. We may also experience additional costs related to increased workers’ compensation claims, health and safety inspections and group health insurance expenses as a result of the COVID-19 pandemic. We may also be subject to lawsuits from employees and others exposed to COVID-19 at our production and other facilities. Our professional and general liability insurance may not cover all claims against us. In addition, our operations and financial results may be further adversely affected by federal or state laws, regulations, orders, or other governmental or regulatory actions addressing the current COVID-19 pandemic. While we have managed the pandemic well, with minimal disruption to our overall business thus far, the continuing impact of the pandemic on our future consolidated results, financial position and cash flows are uncertain. The recovery from the COVID-19 pandemic and the current economic climate is increasing labor costs, commodity costs and logistical costs. We are experiencing operational challenges that impact our production facilities and our logistics network; the impact of prices for petroleum-based products, packaging materials and commodity costs; and the availability of sufficient labor is increasing costs companywide. |
Description of the business (Po
Description of the business (Policies) | 6 Months Ended |
Apr. 30, 2021 | |
Description of the business | |
Business | Business Calavo Growers, Inc. (Calavo, the Company, we, us or our), is a global leader in the avocado industry and a provider of value-added fresh food. Our expertise in marketing and distributing avocados, prepared avocados, and other perishable foods allows us to deliver a wide array of fresh and prepared food products to retail grocery, foodservice, club stores, mass merchandisers, food distributors and wholesalers on a worldwide basis. We procure avocados from California, Mexico and other growing regions around the world. Through our various operating facilities, we (i) sort, pack, and/or ripen avocados, tomatoes and/or Hawaiian grown papayas, (ii) create, process and package a portfolio of healthy fresh foods including fresh-cut fruit and vegetables, and prepared foods and (iii) process and package guacamole and salsa. We distribute our products both domestically and internationally and report our operations in three different business segments: Fresh products, Renaissance Food Group (RFG) and Calavo Foods. The accompanying unaudited consolidated condensed financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments, consisting of adjustments of a normal recurring nature necessary to present fairly the Company’s financial position, results of operations and cash flows. The results of operations for interim periods are not necessarily indicative of the results that may be expected for a full year. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Standards In October 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updated (ASU) 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities On November 1, 2020, the Company adopted an ASU , Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. In January 2017, the FASB issued an ASU, Simplifying the Test for Goodwill Impairment, which removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. The ASU permits an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and to recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This ASU was effective for us beginning the first day of our 2021 fiscal year. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements. On November 1, 2020, the Company adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) |
Information regarding our ope_2
Information regarding our operations in different segments (Tables) | 6 Months Ended |
Apr. 30, 2021 | |
Information regarding our operations in different segments | |
Schedule of sales by product and segment | Three months ended April 30, 2021 Three months ended April 30, 2020 Fresh Calavo Fresh Calavo products RFG Foods Total products RFG Foods Total Avocados $ 146,359 $ — $ — $ 146,359 $ 149,865 $ — $ — $ 149,865 Tomatoes 13,433 — — 13,433 19,331 — — 19,331 Papayas 2,647 — — 2,647 2,363 — — 2,363 Other fresh income 126 — — 126 112 — — 112 Prepared avocado products — — 20,915 20,915 — — 19,118 19,118 Salsa — — 696 696 — — 609 609 Fresh-cut fruit & veg. and prepared foods — 97,011 — 97,011 — 94,186 — 94,186 Total gross sales 162,565 97,011 21,611 281,187 171,671 94,186 19,727 285,584 Less sales incentives (879) (722) (875) (2,476) (803) (657) (1,874) (3,334) Less inter-company eliminations (717) — (1,173) (1,890) (234) — (850) (1,084) Net sales $ 160,969 $ 96,289 $ 19,563 $ 276,821 $ 170,634 $ 93,529 $ 17,003 $ 281,166 Six months ended April 30, 2021 Six months ended April 30, 2020 Fresh Calavo Fresh Calavo products RFG Foods Total products RFG Foods Total Avocados $ 250,130 $ — $ — $ 250,130 $ 267,749 $ — $ — $ 267,749 Tomatoes 22,619 — — 22,619 32,324 — — 32,324 Papayas 5,397 — — 5,397 5,007 — — 5,007 Other fresh income 454 — — 454 237 — — 237 Prepared avocado products — — 37,753 37,753 — — 40,919 40,919 Salsa — — 1,408 1,408 — — 1,328 1,328 Fresh-cut fruit & veg. and prepared foods — 188,262 — 188,262 — 215,653 — 215,653 Total gross sales 278,600 188,262 39,161 506,023 305,317 215,653 42,247 563,217 Less sales incentives (1,455) (1,667) (1,967) (5,089) (1,259) (1,190) (3,910) (6,359) Less inter-company eliminations (1,243) — (2,292) (3,535) (700) — (1,642) (2,342) Net sales $ 275,902 $ 186,595 $ 34,902 $ 497,399 $ 303,358 $ 214,463 $ 36,695 $ 554,516 |
Schedule of segment gross margin | Fresh Calavo Interco. products RFG Foods Elimins. Total (All amounts are presented in thousands) Three months ended April 30, 2021 Net sales $ 161,686 $ 96,289 $ 20,736 $ (1,890) $ 276,821 Cost of sales 146,678 94,001 15,432 (1,890) 254,221 Gross profit $ 15,008 $ 2,288 $ 5,304 $ — $ 22,600 Three months ended April 30, 2020 Net sales $ 170,868 $ 93,529 $ 17,853 $ (1,084) $ 281,166 Cost of sales 156,463 90,793 12,919 (1,084) 259,091 Gross profit $ 14,405 $ 2,736 $ 4,934 $ — $ 22,075 Six months ended April 30, 2021 Net sales $ 277,145 $ 186,595 $ 37,194 $ (3,535) $ 497,399 Cost of sales 248,992 184,329 27,174 (3,535) 456,960 Gross profit $ 28,153 $ 2,266 $ 10,020 $ — $ 40,439 Six months ended April 30, 2020 Net sales $ 304,058 $ 214,463 $ 38,337 $ (2,342) $ 554,516 Cost of sales 283,071 208,853 27,051 (2,342) 516,633 Gross profit $ 20,987 $ 5,610 $ 11,286 $ — $ 37,883 |
Schedule of long-lived assets by geographic areas | Long-lived assets attributed to geographic areas as of April 30, 2021 and October 31, 2020, are as follows (in thousands): United States Mexico Consolidated April 30, 2021 $ 92,668 $ 38,119 $ 130,787 October 31, 2020 $ 95,110 $ 35,160 $ 130,270 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Apr. 30, 2021 | |
Inventories | |
Schedule of Inventories | Inventories consist of the following (in thousands): April 30, October 31, 2021 2020 Fresh fruit $ 27,169 $ 14,677 Packing supplies and ingredients 14,315 12,540 Finished prepared foods 11,851 14,570 $ 53,335 $ 41,787 |
Other Assets (Tables)
Other Assets (Tables) | 6 Months Ended |
Apr. 30, 2021 | |
Other Assets | |
Schedule of Other Assets | Other assets consist of the following (in thousands): April 30, October 31, 2021 2020 Mexican IVA (i.e. value-added) taxes receivable (see note 11) $ 34,971 $ 30,126 Infrastructure advances to Agricola Belher and Agricola Don Memo 2,541 1,215 Other 1,506 1,217 $ 39,018 $ 32,558 |
Schedule of Intangible Assets | Intangible assets consist of the following (in thousands): April 30, 2021 October 31, 2020 Weighted- Gross Net Gross Net Average Carrying Accum. Book Carrying Accum. Book Useful Life Value Amortization Value Value Amortization Value Customer list/relationships 7 years $ 17,340 $ (9,315) $ 8,025 $ 17,340 $ (8,613) $ 8,727 Trade names 11 years 4,060 (2,913) 1,147 4,060 (2,852) 1,208 Trade secrets/recipes 9 years 630 (541) 89 630 (517) 113 Brand name intangibles indefinite 275 — 275 275 — 275 Intangibles, net $ 22,305 $ (12,769) $ 9,536 $ 22,305 $ (11,982) $ 10,323 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Apr. 30, 2021 | |
Stock-Based Compensation | |
Restricted Stock Activity | A summary of restricted stock activity, related to our 2011 Management Incentive Plan, is as follows (in thousands, except for per share amounts): Weighted-Average Aggregate Number of Shares Grant Price Intrinsic Value Outstanding at October 31, 2020 76 $ 80.45 Vested (45) $ 83.27 Granted 23 $ 67.97 Outstanding at April 30, 2021 54 $ 72.29 $ 4,257 |
Stock Option Activity | A summary of stock option activity, related to our 2011 Management Incentive Plan, is as follows (in thousands, except for per share amounts): Weighted-Average Aggregate Exercise Intrinsic Number of Shares Price Value Outstanding at October 31, 2020 16 $ 44.21 Exercised (2) $ 23.48 Outstanding at April 30, 2021 14 $ 47.17 $ 433 Exercisable at April 30, 2021 12 $ 45.59 $ 390 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Apr. 30, 2021 | |
Fair Value Measurements | |
Financial Assets Measured on a Recurring Basis | Level 1 Level 2 Level 3 Total (All amounts are pres nted in thousands) Assets at Fair Value at April 30, 2021: Investment in Limoneira Company (1) $ 30,292 - - $ 30,292 Total assets at fair value $ 30,292 - - $ 30,292 Assets at Fair Value at October 31, 2020: Investment in Limoneira Company (1) $ 23,197 - - $ 23,197 Total assets at fair value $ 23,197 - - $ 23,197 (1) The investment in Limoneira Company consists of marketable securities in the Limoneira Company common stock. We currently own approximately of Limoneira’s outstanding common stock. These securities are measured at fair value using quoted market prices. For the three months ended April 30, 2021 and 2020, we recognized gains of million on the consolidated condensed statement of operations. For the six months ended April 30, 2021 and 2020, we recognized gains of |
Noncontrolling interest (Tables
Noncontrolling interest (Tables) | 6 Months Ended |
Apr. 30, 2021 | |
Noncontrolling interest | |
Reconciliation of shareholders' equity attributable to noncontrolling interest | Three months ended April 30, Avocados de Jalisco noncontrolling interest 2021 2020 Noncontrolling interest, beginning $ 1,432 $ 1,625 Net loss attributable to noncontrolling interest of Avocados de Jalisco (47) (129) Noncontrolling interest, ending $ 1,385 $ 1,496 Six months ended April 30, Avocados de Jalisco noncontrolling interest 2021 2020 Noncontrolling interest, beginning $ 1,472 $ 1,688 Net loss attributable to noncontrolling interest of Avocados de Jalisco (87) (192) Noncontrolling interest, ending $ 1,385 $ 1,496 |
Earnings per share (Tables)
Earnings per share (Tables) | 6 Months Ended |
Apr. 30, 2021 | |
Earnings per share | |
Schedule of basic and diluted net income per share | Three months ended April 30, 2021 2020 Numerator: Net income (loss) attributable to Calavo Growers, Inc. $ 8,841 $ (3,278) Denominator: Weighted average shares – Basic 17,619 17,550 Effect of dilutive securities – Restricted stock/options 60 — Weighted average shares – Diluted 17,679 17,550 Net income (loss) per share attributable to Calavo Growers, Inc: Basic $ 0.50 $ (0.19) Diluted $ 0.50 $ (0.19) Six months ended April 30, 2021 2020 Numerator: Net Income (loss) attributable to Calavo Growers, Inc. $ 14,118 $ (4,216) Denominator: Weighted average shares - Basic 17,609 17,543 Effect on dilutive securities – Restricted stock/options 59 — Weighted average shares - Diluted 17,668 17,543 Net income (loss) per share attributable to Calavo Growers, Inc: Basic $ 0.80 $ (0.24) Diluted $ 0.80 $ (0.24) |
Description of the business (De
Description of the business (Details) $ in Millions | 6 Months Ended |
Apr. 30, 2021USD ($)segment | |
Number of reportable segments | segment | 3 |
Maximum | |
Capitalized software implementation costs | $ | $ 0.1 |
Information regarding our ope_3
Information regarding our operations in different segments - Product (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2021USD ($) | Apr. 30, 2020USD ($) | Apr. 30, 2021USD ($)segment | Apr. 30, 2020USD ($) | |
Segment reporting information | ||||
Number of reportable segments | segment | 3 | |||
Net sales | $ 276,821 | $ 281,166 | $ 497,399 | $ 554,516 |
Fresh products | ||||
Segment reporting information | ||||
Net sales | 160,969 | 170,634 | 275,902 | 303,358 |
RFG | ||||
Segment reporting information | ||||
Net sales | 96,289 | 93,529 | 186,595 | 214,463 |
Calavo Foods | ||||
Segment reporting information | ||||
Net sales | 19,563 | 17,003 | 34,902 | 36,695 |
Operating segments | ||||
Segment reporting information | ||||
Total gross sales | 281,187 | 285,584 | 506,023 | 563,217 |
Less sales incentives | (2,476) | (3,334) | (5,089) | (6,359) |
Operating segments | Avocados [Member] | ||||
Segment reporting information | ||||
Total gross sales | 146,359 | 149,865 | 250,130 | 267,749 |
Operating segments | Tomatoes [Member] | ||||
Segment reporting information | ||||
Total gross sales | 13,433 | 19,331 | 22,619 | 32,324 |
Operating segments | Papayas [Member] | ||||
Segment reporting information | ||||
Total gross sales | 2,647 | 2,363 | 5,397 | 5,007 |
Operating segments | Other fresh products [Member] | ||||
Segment reporting information | ||||
Total gross sales | 126 | 112 | 454 | 237 |
Operating segments | Prepared avocado products [Member] | ||||
Segment reporting information | ||||
Total gross sales | 20,915 | 19,118 | 37,753 | 40,919 |
Operating segments | Salsa [Member] | ||||
Segment reporting information | ||||
Total gross sales | 696 | 609 | 1,408 | 1,328 |
Operating segments | Fresh-cut fruit & veg. and prepared foods [Member] | ||||
Segment reporting information | ||||
Total gross sales | 97,011 | 94,186 | 188,262 | 215,653 |
Operating segments | Fresh products | ||||
Segment reporting information | ||||
Total gross sales | 162,565 | 171,671 | 278,600 | 305,317 |
Less sales incentives | (879) | (803) | (1,455) | (1,259) |
Operating segments | Fresh products | Avocados [Member] | ||||
Segment reporting information | ||||
Total gross sales | 146,359 | 149,865 | 250,130 | 267,749 |
Operating segments | Fresh products | Tomatoes [Member] | ||||
Segment reporting information | ||||
Total gross sales | 13,433 | 19,331 | 22,619 | 32,324 |
Operating segments | Fresh products | Papayas [Member] | ||||
Segment reporting information | ||||
Total gross sales | 2,647 | 2,363 | 5,397 | 5,007 |
Operating segments | Fresh products | Other fresh products [Member] | ||||
Segment reporting information | ||||
Total gross sales | 126 | 112 | 454 | 237 |
Operating segments | RFG | ||||
Segment reporting information | ||||
Total gross sales | 97,011 | 94,186 | 188,262 | 215,653 |
Less sales incentives | (722) | (657) | (1,667) | (1,190) |
Operating segments | RFG | Fresh-cut fruit & veg. and prepared foods [Member] | ||||
Segment reporting information | ||||
Total gross sales | 97,011 | 94,186 | 188,262 | 215,653 |
Operating segments | Calavo Foods | ||||
Segment reporting information | ||||
Total gross sales | 21,611 | 19,727 | 39,161 | 42,247 |
Less sales incentives | (875) | (1,874) | (1,967) | (3,910) |
Operating segments | Calavo Foods | Prepared avocado products [Member] | ||||
Segment reporting information | ||||
Total gross sales | 20,915 | 19,118 | 37,753 | 40,919 |
Operating segments | Calavo Foods | Salsa [Member] | ||||
Segment reporting information | ||||
Total gross sales | 696 | 609 | 1,408 | 1,328 |
Intercompany Eliminations | ||||
Segment reporting information | ||||
Net sales | (1,890) | (1,084) | (3,535) | (2,342) |
Intercompany Eliminations | Fresh products | ||||
Segment reporting information | ||||
Net sales | (717) | (234) | (1,243) | (700) |
Intercompany Eliminations | Calavo Foods | ||||
Segment reporting information | ||||
Net sales | $ (1,173) | $ (850) | $ (2,292) | $ (1,642) |
Information regarding our ope_4
Information regarding our operations in different segments - Gross Profit (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | |
Segment reporting information | ||||
Net sales | $ 276,821 | $ 281,166 | $ 497,399 | $ 554,516 |
Cost of sales | 254,221 | 259,091 | 456,960 | 516,633 |
Gross profit | 22,600 | 22,075 | 40,439 | 37,883 |
Elimination between Fresh products and RFG | ||||
Segment reporting information | ||||
Sales and Cost of Sales Eliminated | 700 | 200 | 1,200 | 700 |
Elimination between Calavo Foods and RFG | ||||
Segment reporting information | ||||
Sales and Cost of Sales Eliminated | 1,200 | 800 | 2,300 | 1,600 |
Operating segments | Fresh products | ||||
Segment reporting information | ||||
Net sales | 161,686 | 170,868 | 277,145 | 304,058 |
Cost of sales | 146,678 | 156,463 | 248,992 | 283,071 |
Gross profit | 15,008 | 14,405 | 28,153 | 20,987 |
Operating segments | RFG | ||||
Segment reporting information | ||||
Net sales | 96,289 | 93,529 | 186,595 | 214,463 |
Cost of sales | 94,001 | 90,793 | 184,329 | 208,853 |
Gross profit | 2,288 | 2,736 | 2,266 | 5,610 |
Operating segments | Calavo Foods | ||||
Segment reporting information | ||||
Net sales | 20,736 | 17,853 | 37,194 | 38,337 |
Cost of sales | 15,432 | 12,919 | 27,174 | 27,051 |
Gross profit | 5,304 | 4,934 | 10,020 | 11,286 |
Intercompany Eliminations | ||||
Segment reporting information | ||||
Net sales | (1,890) | (1,084) | (3,535) | (2,342) |
Cost of sales | $ (1,890) | $ (1,084) | $ (3,535) | $ (2,342) |
Information regarding our ope_5
Information regarding our operations in different segments - Geographic (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Apr. 30, 2021USD ($)$ / $ | Apr. 30, 2020USD ($) | Apr. 30, 2021USD ($)$ / $ | Apr. 30, 2020USD ($) | Jan. 31, 2021$ / $ | Oct. 31, 2020USD ($) | |
Segment reporting information | ||||||
Net sales | $ 276,821 | $ 281,166 | $ 497,399 | $ 554,516 | ||
Long-lived assets | $ 130,787 | $ 130,787 | $ 130,270 | |||
Foreign currency remeasurement exchange rate | $ / $ | 20.18 | 20.18 | 20.22 | |||
Foreign currency gains (losses) | $ (500) | (3,400) | $ 600 | (3,300) | ||
Outside United States [Member] | ||||||
Segment reporting information | ||||||
Net sales | 8,800 | $ 5,800 | 16,900 | $ 15,400 | ||
United States [Member] | ||||||
Segment reporting information | ||||||
Long-lived assets | 92,668 | 92,668 | 95,110 | |||
Mexico [Member] | ||||||
Segment reporting information | ||||||
Long-lived assets | $ 38,119 | $ 38,119 | $ 35,160 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Apr. 30, 2021 | Oct. 31, 2020 |
Inventories | ||
Fresh fruit | $ 27,169 | $ 14,677 |
Packing supplies and ingredients | 14,315 | 12,540 |
Finished prepared foods | 11,851 | 14,570 |
Total inventories | 53,335 | 41,787 |
Inventory valuation reserves | 200 | 200 |
Adjustment for inventory net realizable value | $ 0 | $ 0 |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Oct. 31, 2020 | Apr. 30, 2021 | Jan. 31, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | |
Related Party Transaction [Line Items] | ||||||
Investments in unconsolidated entities | $ 6,065 | $ 4,779 | $ 4,779 | |||
Advances to suppliers | 5,061 | 9,521 | 9,521 | |||
Payment to acquire unconsolidated entities | $ 1,477 | |||||
Infrastructure loan noncurrent | $ 1,215 | $ 2,541 | $ 2,541 | |||
Agricola Belher | Don Memo | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership interest (as a percent) | 50.00% | 50.00% | ||||
Avocados de Jalisco | ||||||
Related Party Transaction [Line Items] | ||||||
Purchases from related parties | $ 1,000 | $ 1,500 | $ 3,200 | 1,900 | ||
Avocados de Jalisco | Avocados de Jalisco | ||||||
Related Party Transaction [Line Items] | ||||||
Subsidiary ownership (as a percent) | 83.00% | 83.00% | ||||
Limoneira | ||||||
Related Party Transaction [Line Items] | ||||||
Dividend income from Limoneira | $ 100 | 100 | $ 200 | 100 | ||
Rent paid | $ 100 | 100 | $ 200 | 200 | ||
Non-equity method investment ownership (as a percent) | 9.00% | 9.00% | ||||
Don Memo | ||||||
Related Party Transaction [Line Items] | ||||||
Purchases from related parties | $ 400 | 600 | $ 3,900 | 4,600 | ||
Ownership interest (as a percent) | 50.00% | 50.00% | 50.00% | |||
Investments in unconsolidated entities | $ 6,000 | $ 4,800 | $ 4,800 | |||
Advances to suppliers | 2,400 | 4,200 | 4,200 | |||
Payment amount | $ 2,400 | |||||
Loan receivable fixed interest rate (as a percent) | 7.25% | |||||
Amount loaned | $ 700 | 600 | $ 700 | |||
Additional loan | 700 | 600 | $ 700 | |||
Director | ||||||
Related Party Transaction [Line Items] | ||||||
Purchases from related parties | 5,000 | 5,900 | 5,000 | 6,100 | ||
Accounts payable to related parties | 0 | 3,300 | 3,300 | |||
TroyGould PC | ||||||
Related Party Transaction [Line Items] | ||||||
Legal fees | 100 | 100 | 200 | 200 | ||
Agricola Belher | ||||||
Related Party Transaction [Line Items] | ||||||
Purchases from related parties | 11,200 | $ 15,700 | 14,500 | $ 19,600 | ||
Advances to suppliers | 4,500 | 4,500 | 4,500 | |||
Infrastructure advance | 1,800 | 1,800 | 1,800 | |||
Infrastructure advance, current | $ 600 | 900 | 900 | |||
Infrastructure loan noncurrent | 900 | 900 | ||||
Annual repayment of advances | $ 900 | $ 900 |
Related party transactions - Fr
Related party transactions - FreshRealm (Details) $ in Thousands | Feb. 02, 2021 | Apr. 30, 2021USD ($) | Jul. 31, 2020USD ($) | Apr. 30, 2020USD ($) | Apr. 30, 2021USD ($) | Apr. 30, 2020USD ($) | Oct. 31, 2020USD ($) | Apr. 30, 2021directoritem | Feb. 03, 2021USD ($) |
Related party | |||||||||
Notes receivable from FreshRealm converted to investment in FreshRealm | $ 2,761 | ||||||||
Payment to acquire unconsolidated entities | 1,477 | ||||||||
FreshRealm | |||||||||
Related party | |||||||||
VIE ownership (as a percent) | 37.00% | ||||||||
Notes receivable from FreshRealm | $ 34,500 | $ 34,500 | |||||||
Impair investment in FreshRealm | $ 2,800 | ||||||||
Loss on reserve | $ 34,500 | ||||||||
Number of officers | item | 1 | ||||||||
Number of board of directors | director | 5 | ||||||||
Revenue from related parties | $ 200 | $ 100 | $ 300 | 300 | |||||
FreshRealm | RFG | |||||||||
Related party | |||||||||
Revenue from related parties | $ 100 | $ 300 |
Other Assets - Other Assets (De
Other Assets - Other Assets (Details) - USD ($) $ in Thousands | Apr. 30, 2021 | Oct. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Mexican IVA (i.e. value-added) taxes receivable | $ 34,971 | $ 30,126 |
Infrastructure loan to Agricola Belher and Agricola Don Memo | 2,541 | 1,215 |
Other | 1,506 | 1,217 |
Other assets | $ 39,018 | $ 32,558 |
Other Assets - Intangible Asset
Other Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Apr. 30, 2021 | Oct. 31, 2020 | |
Finite-Lived Intangible Assets | ||
Accum. Amortization | $ (12,769) | $ (11,982) |
Intangibles, net | 9,536 | 10,323 |
Finite and indefinite lived intangible assets gross | 22,305 | 22,305 |
Brand name intangibles [Member] | ||
Finite-Lived Intangible Assets | ||
Gross carrying value and net book value | $ 275 | 275 |
Customer list/relationships [Member] | ||
Finite-Lived Intangible Assets | ||
Weighted-Average Useful Life | 7 years | |
Gross Carrying Value | $ 17,340 | 17,340 |
Accum. Amortization | (9,315) | (8,613) |
Net Book Value | $ 8,025 | 8,727 |
Trade names [Member] | ||
Finite-Lived Intangible Assets | ||
Weighted-Average Useful Life | 11 years | |
Gross Carrying Value | $ 4,060 | 4,060 |
Accum. Amortization | (2,913) | (2,852) |
Net Book Value | $ 1,147 | 1,208 |
Trade secrets/recipes [Member] | ||
Finite-Lived Intangible Assets | ||
Weighted-Average Useful Life | 9 years | |
Gross Carrying Value | $ 630 | 630 |
Accum. Amortization | (541) | (517) |
Net Book Value | $ 89 | $ 113 |
Other Assets - Amortization (De
Other Assets - Amortization (Details) $ in Millions | Apr. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expense for remainder of fiscal 2021 | $ 0.8 |
Amortization expense for 2022 | 1.6 |
Amortization expense for 2023 | 1.5 |
Amortization expense for 2024 | 1.5 |
Amortization expense thereafter | $ 3.9 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | Nov. 02, 2020director$ / sharesshares | Apr. 30, 2021USD ($) | Apr. 30, 2020USD ($) | Apr. 30, 2021USD ($)$ / sharesshares | Apr. 30, 2020USD ($) | Apr. 21, 2021shares |
Share-based Compensation | ||||||
Common stock shares authorized under plan | 1,500,000 | |||||
Director | ||||||
Share-based Compensation | ||||||
Stock-based compensation expense | $ | $ 0.7 | $ 0.7 | ||||
Restricted Stock [Member] | ||||||
Share-based Compensation | ||||||
Restricted shares granted | 23,000 | |||||
Restricted stock closing price awarded (in dollars per share) | $ / shares | $ 67.97 | |||||
Stock-based compensation expense | $ | 1.4 | $ 1.8 | $ 2.3 | $ 2.7 | ||
Unrecognized stock based compensation expenses | $ | 3.5 | $ 3.5 | ||||
Vested, Number of Shares | 45,000 | |||||
Restricted Stock [Member] | Non-employee directors [Member] | ||||||
Share-based Compensation | ||||||
Restricted shares granted | 16,500 | |||||
Restricted stock closing price awarded (in dollars per share) | $ / shares | $ 67.97 | |||||
Stock-based compensation expense | $ | 0.3 | $ 0.4 | ||||
Number of non-employee directors | director | 11 | |||||
Restricted shares granted per non-employee | 1,500 | |||||
Restricted Stock [Member] | Executive officers [Member] | ||||||
Share-based Compensation | ||||||
Restricted shares granted | 9,334 | |||||
Restricted stock closing price awarded (in dollars per share) | $ / shares | $ 67.97 | |||||
Stock-based compensation expense | $ | $ 0.1 | $ 0.2 | ||||
Annual incremental vesting percentage | 50.00% | |||||
Restricted Stock [Member] | Key Employees [Member] | ||||||
Share-based Compensation | ||||||
Restricted shares granted | 2,600 | |||||
Restricted stock closing price awarded (in dollars per share) | $ / shares | $ 67.97 | |||||
Annual incremental vesting percentage | 33.00% | |||||
Stock Options [Member] | Minimum | ||||||
Share-based Compensation | ||||||
Vesting period | 1 year | |||||
Expiration period, after grant date | 2 years | |||||
Stock Options [Member] | Maximum | ||||||
Share-based Compensation | ||||||
Vesting period | 5 years | |||||
Expiration period, after grant date | 5 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Activity (Details) - Restricted Stock [Member] $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Apr. 30, 2021USD ($)$ / sharesshares | |
Share-based Compensation | |
Outstanding, Number of Shares, Beginning Balance | shares | 76 |
Vested, Number of Shares | shares | (45) |
Granted, Number of Shares | shares | 23 |
Outstanding, Number of Shares, Ending Balance | shares | 54 |
Outstanding, Weighted-Average Exercise Price, balance balance | $ / shares | $ 80.45 |
Vested, Weighted-Average Grant Price | $ / shares | 83.27 |
Granted, Weighted-Average Grant Price | $ / shares | 67.97 |
Outstanding, Weighted-Average Exercise Price, ending balance | $ / shares | $ 72.29 |
Aggregate Intrinsic Value | $ | $ 4,257 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - Stock Options [Member] $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Apr. 30, 2021USD ($)$ / sharesshares | |
Share-based Compensation | |
Outstanding, Number of Shares, Beginning Balance | shares | 16 |
Exercised, Number of Shares | shares | (2) |
Outstanding, Number of Shares, Ending Balance | shares | 14 |
Exercisable, Number of Shares | shares | 12 |
Outstanding, Weighted-Average Exercise Price | $ / shares | $ 44.21 |
Exercised, Weighted-Average Exercise Price | $ / shares | 23.48 |
Outstanding, Weighted-Average Exercise Price, ending balance | $ / shares | 47.17 |
Exercisable, Weighted-Average Exercise Price | $ / shares | $ 45.59 |
Outstanding, Aggregate Intrinsic Value | $ | $ 433 |
Exercisable, Aggregate Intrinsic Value | $ | $ 390 |
Outstanding stock options, weighted-average remaining contractual term | 3 years |
Other Events (Details)
Other Events (Details) $ / shares in Units, $ in Thousands, $ in Millions | Dec. 04, 2020USD ($)$ / shares | Apr. 30, 2019MXN ($) | Jul. 31, 2018MXN ($) | Apr. 30, 2021USD ($) | Apr. 30, 2020USD ($) |
Dividend declared per share | $ / shares | $ 1.15 | ||||
Dividend amount paid to shareholders | $ | $ 20,300 | $ 20,343 | $ 19,354 | ||
Tax Year 2011 [Member] | Mexican Tax Authority [Member] | |||||
Discreet tax benefit | $ 2,200 | 109,000 | |||
Tax Year 2013 [Member] | Mexican Tax Authority [Member] | |||||
Discreet tax benefit | $ 2,600 | 128,800 | |||
Employee profit sharing liability | $ 118 | $ 5,800 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2020 | |
Limoneira | |||||
Assets at Fair Value: | |||||
Non-equity method investment ownership (as a percent) | 9.00% | 9.00% | |||
Realized gain (loss) | $ 3,500 | $ (10,300) | $ 7,100 | $ (9,300) | |
Fair Value, Measurements, Recurring | |||||
Assets at Fair Value: | |||||
Total assets at fair value | 30,292 | 30,292 | $ 23,197 | ||
Fair Value, Measurements, Recurring | Limoneira | |||||
Assets at Fair Value: | |||||
Investment in Limoneira Company | 30,292 | 30,292 | 23,197 | ||
Fair Value, Measurements, Recurring | Level 1 | |||||
Assets at Fair Value: | |||||
Total assets at fair value | 30,292 | 30,292 | 23,197 | ||
Fair Value, Measurements, Recurring | Level 1 | Limoneira | |||||
Assets at Fair Value: | |||||
Investment in Limoneira Company | $ 30,292 | $ 30,292 | $ 23,197 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | |
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest, beginning | $ 1,472 | |||
Net loss attributable to noncontrolling interest of Avocados de Jalisco | $ (47) | $ (129) | (87) | $ (192) |
Noncontrolling interest, ending | 1,385 | 1,385 | ||
Avocados de Jalisco | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest, beginning | 1,432 | 1,625 | 1,472 | 1,688 |
Net loss attributable to noncontrolling interest of Avocados de Jalisco | (47) | (129) | (87) | (192) |
Noncontrolling interest, ending | $ 1,385 | $ 1,496 | $ 1,385 | $ 1,496 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Apr. 30, 2021 | Jan. 31, 2021 | Apr. 30, 2020 | Jan. 31, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | |
Earnings per share | ||||||
Net income (loss) attributable to Calavo Growers, Inc. | $ 8,841 | $ 5,277 | $ (3,278) | $ (938) | $ 14,118 | $ (4,216) |
Weighted average shares - Basic | 17,619 | 17,550 | 17,609 | 17,543 | ||
Effect of dilutive securities - Restricted stock/options | 60 | 59 | ||||
Weighted average shares - Diluted | 17,679 | 17,550 | 17,668 | 17,543 | ||
Basic | $ 0.50 | $ (0.19) | $ 0.80 | $ (0.24) | ||
Diluted | $ 0.50 | $ (0.19) | $ 0.80 | $ (0.24) |
Mexican IVA taxes receivable (D
Mexican IVA taxes receivable (Details) $ in Millions, $ in Millions | Apr. 30, 2021USD ($) | Apr. 30, 2021MXN ($) | Oct. 31, 2020USD ($) | Oct. 31, 2020MXN ($) |
Mexican IVA taxes receivable | ||||
IVA receivables balance | $ 35 | $ 705.8 | $ 30.2 | $ 640.7 |
FreshRealm Separation (Details)
FreshRealm Separation (Details) - FreshRealm - USD ($) $ in Millions | Feb. 03, 2021 | Apr. 30, 2021 | Oct. 31, 2020 |
Related Party Transaction [Line Items] | |||
Notes receivable from FreshRealm | $ 34.5 | $ 34.5 | |
Receivable proceeds event of sale (as a percent) | 20.00% | ||
Gain recognized | $ 0 | ||
Success Event is equal to or greater than $100 million, but less than $230 million | |||
Related Party Transaction [Line Items] | |||
Value threshold of success event | $ 100 | ||
Receivable upon closing of success event | 10 | ||
Success Event is equal to or greater than $100 million, but less than $230 million | Minimum | |||
Related Party Transaction [Line Items] | |||
Value threshold of success event | 100 | ||
Success Event is equal to or greater than $100 million, but less than $230 million | Maximum | |||
Related Party Transaction [Line Items] | |||
Value threshold of success event | 230 | ||
Success Event is equal to or greater than $230 million, but less than $380 million | |||
Related Party Transaction [Line Items] | |||
Receivable upon closing of success event | 20 | ||
Success Event is equal to or greater than $230 million, but less than $380 million | Minimum | |||
Related Party Transaction [Line Items] | |||
Value threshold of success event | 230 | ||
Success Event is equal to or greater than $230 million, but less than $380 million | Maximum | |||
Related Party Transaction [Line Items] | |||
Value threshold of success event | 380 | ||
Success Event is equal to or greater than $380 Million | |||
Related Party Transaction [Line Items] | |||
Value threshold of success event | 380 | ||
Receivable upon closing of success event | 34 | ||
Promissory Notes | |||
Related Party Transaction [Line Items] | |||
Notes receivable from FreshRealm | 5 | ||
Loan payoff amount | $ 6 | ||
Number of securities called by warrants or rights | 4,207,397 | ||
Loan receivable fixed interest rate (as a percent) | 1.46% |
Credit Facility (Details)
Credit Facility (Details) - USD ($) $ in Thousands | Jan. 29, 2021 | Apr. 30, 2021 | Jan. 28, 2021 | Oct. 31, 2020 |
Debt Instrument [Line Items] | ||||
Line of credit facility outstanding | $ 42,250 | |||
Total Facility | ||||
Debt Instrument [Line Items] | ||||
Credit available under borrowing agreement | $ 150,000 | $ 130,000 | ||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Extension term | 5 years | |||
Increase in maximum borrowing capacity | $ 20,000 | |||
Credit available under borrowing agreement | $ 100,000 | $ 80,000 | ||
Applicable margin (as a percent) | 0.25% | |||
Average interest rate | 2.80% | 1.90% | ||
Line of credit facility outstanding | $ 42,300 | $ 20,600 | ||
Quarterly consolidated leverage ratio | 2.50% | |||
Fixed charge coverage ratio | 1.15 | |||
Accordion Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Credit available under borrowing agreement | $ 50,000 |