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CALAVO GROWERS INC - Annual Report: 2004 (Form 10-K)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

         
þ
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
   

For the fiscal year ended October 31, 2004

Commission file number: 000-33385

CALAVO GROWERS, INC.

(Exact name of registrant as specified in its charter)
     
California   33-0945304
(State of incorporation)   (I.R.S. Employer Identification No.)
     
2530 Red Hill Avenue, Santa Ana, California
(Address of principal executive offices)
  92705-5542
(Zip code)

Registrant’s telephone number, including area code: (949) 223-1111

Securities registered pursuant to Section 12(b) of the Act: NONE

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

Common Stock, $0.001 Par Value per Share

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  þ  No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

     Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2 of the Act).  Yes  þ  No o

     Based on the closing price as reported on the Nasdaq National Market, the aggregate market value of the Registrant’s Common Stock held by non-affiliates on April 30, 2004 (the last business day of the Registrant’s most recently completed second fiscal quarter) was approximately $104.4 million. Shares of Common Stock held by each executive officer and director and by each shareholder affiliated with a director or an executive officer have been excluded from this calculation because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of outstanding shares of the Registrant’s Common Stock as of November 30, 2004 was 13,506,833.

Documents Incorporated by Reference

     Portions of the Registrant’s Proxy Statement for the 2005 Annual Meeting of Shareholders, which we intend to hold on March 22, 2005, are incorporated by reference into Part III of this Form 10-K. The definitive Proxy Statement will be filed within 120 days after October 31, 2004.



 


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CAUTIONARY STATEMENT

This Annual Report on Form 10-K contains statements relating to future results of Calavo Growers, Inc. (including certain projections and business trends) that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the “safe harbor” created by those sections. Forward-looking statements frequently are identifiable by the use of words such as “believe,” “anticipate,” “expect,” “intend,” “will,” and other similar expressions. Our actual results may differ materially from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to: increased competition, general economic and business conditions, energy costs and availability, conducting substantial amounts of business internationally, pricing pressures on agricultural products, adverse weather and growing conditions confronting avocado growers, new governmental regulations, as well as other risks and uncertainties, including those set forth below under the caption “Risks Related to Our Business” and elsewhere in this Annual Report on Form 10-K and those detailed from time to time in our other filings with the Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Risks Related to Our Business

We are subject to increasing competition that may adversely affect our operating results.

     The market for avocados and processed avocado products is highly competitive and affects each of our businesses. Each of our businesses is subject to competitive pressures, including the following:

  •   Our California avocado business is impacted by an increasing volume of foreign grown avocados being imported into the United States. Recently, there have been significant plantings of avocados in Mexico, Chile, New Zealand, the Dominican Republic, and other parts of the world, which have had, and will continue to have, the effect of increasing the volume of foreign grown avocados entering the United States market. Generally, an increase in foreign grown avocados in the United States market, up to and including the additional fruit expected related to the lifting of the import limitations on Hass avocados from Mexico (effective February 2005), has the effect of lowering prices for California grown avocados and adversely impacting our results from operations.
 
  •   Our California avocado business is subject to competition from other California avocado handlers. If we are unable to consistently pay California growers a competitive price for their avocados, these growers may choose to have their avocados marketed by alternate handlers.
 
  •   Our international avocados and perishable food products business is impacted by competitors operating in Mexico. Generally, handlers of Mexican grown avocados operate facilities that are substantially smaller than our facility in Uruapan, Mexico. If we are unable to pack and market a sufficient volume of Mexican grown avocados, smaller handlers will have a lower per unit cost and be able to offer Mexican avocados at a more competitive price to our customers.
 
  •   Our international avocados and perishable food products business is also subject to competition from other California avocado handlers that market Chilean grown avocados. If we are unable to consistently pay Chilean packers a competitive price for their avocados, these packers may choose to have their avocados marketed by alternate handlers.
 
  •   Our processed products business is impacted by competitors operating exclusively in Mexico and in other areas of the world where lower product costs can be achieved. If we are unable to produce a sufficient volume of processed products at our existing facilities or successfully restructure our processed operations to take advantage of low product costs available in Mexico or elsewhere, our competitors may be able to offer processed products at a more competitive price to our customers.
 
  •   Our frozen guacamole products are also subject to increasing competition from ultra high pressure treated guacamole being marketed by a Mexican competitor. If we are unable to continue a similar offering of high pressure treated guacamole product, we may not be able to maintain or increase our existing market share of guacamole products.

We are subject to the risks of doing business internationally.

     We conduct a substantial amount of business with growers and customers who are located outside the United States. We purchase avocados from foreign growers and packers, sell fresh avocados and processed avocado products to foreign customers, and operate a packinghouse and a processing plant in Mexico. For additional information about our international business operations, see the “Business” section included in this Annual Report.

 


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Our current international operations are subject to a number of inherent risks, including:

  •   Local economic and political conditions, including disruptions in trading and capital markets;
 
  •   Restrictive foreign governmental actions, such as restrictions on transfers of funds and trade protection measures, including export duties and quotas and customs duties and tariffs;
 
  •   Changes in legal or regulatory requirements affecting foreign investment, loans, taxes, imports, and exports; and
 
  •   Currency exchange rate fluctuations which, depending upon the nature of the changes, may make our domestic-sourced products more expensive compared to foreign grown products or may increase our cost of obtaining foreign-sourced products.

We and our growers are subject to the risks that are inherent in farming.

     Our results of operations may be adversely affected by numerous factors over which we have little or no control and that are inherent in farming, including reductions in the market prices for our products, adverse weather and growing conditions, pest and disease problems, and new government regulations regarding farming and the marketing of agricultural products.

We are subject to rapidly changing USDA and FDA regulations which govern the importation of foreign avocados into the United States and the processing of processed avocado products.

     The USDA has established, and continues to modify, regulations governing the importation of avocados into the United States. Our permits that allow us to import foreign-sourced avocados into the United States generally are contingent on our compliance with these regulations. Our results of operations may be adversely affected if we are unable to comply with existing and modified regulations and are unable to secure avocado import permits in the future.

     The FDA establishes, and continues to modify, regulations governing the production of processed avocado products. Our results of operations may be adversely affected if we are unable to comply with existing and modified regulations.

Our business could be adversely affected if we lost key members of our management.

     We are dependent on the efforts and performance of our current directors and officers. If we were to lose any key members of management, our business could be adversely affected. You should read the information under “Executive Officers” in this Annual Report for additional information about our management.

The acquisition of other businesses could pose risks to our operating income.

     We intend to review acquisition prospects that would complement our business. While we are not currently a party to any agreement with respect to any acquisitions, we may acquire other businesses in the future. Future acquisitions by us could result in accounting charges, potentially dilutive issuances of equity securities, and increased debt and contingent liabilities, any of which could have a material adverse effect on our business and the market price of our common stock. Acquisitions entail numerous risks, including the assimilation of the acquired operations, diversion of management’s attention to other business concerns, risks of entering markets in which we have limited prior experience, and the potential loss of key employees of acquired organizations. We may be unable to successfully integrate businesses or the personnel of any business that might be acquired in the future, and our failure to do so could have a material adverse effect on our business and on the market price of our common stock.

Our ability to competitively serve our customers is a function of reliable and low cost transportation. Disruption of the supply of these services and/or significant increases in the cost of these services could impact our operating income.

     We use multiple forms of transportation to bring our products to market. They include ocean, truck, and air-cargo.

     Disruption to the timely supply of these services or dramatic increases in the cost of these services for any reason including availability of fuel for such services, labor disputes, or governmental restrictions limiting specific forms of transportation could have an adverse effect on our ability to serve our customers and consumers and could have an adverse effect on our financial performance.

 


TABLE OF CONTENTS

PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other information
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
Item 14. Principal Accountant’s Fees and Services
Part IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
SIGNATURES
EXHIBIT INDEX
Exhibit 10.16
Exhibit 10.17
Exhibit 23.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2


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PART I

Item 1. Business

General development of the business

     We engage in the procurement and marketing of avocados and other perishable foods and the preparation and distribution of processed avocado products. Our expertise in marketing and distributing avocados, processed avocados, and other perishable foods allows us to deliver a wide array of fresh and processed food products to food distributors, produce wholesalers, supermarkets, and restaurants on a worldwide basis. Through our two operating facilities in Southern California and two facilities in Mexico, we sort and pack avocados procured in California and Mexico and prepare processed avocado products. Additionally, we procure avocados internationally, principally from Chile and the Dominican Republic, and distribute other perishable foods, such as Hawaiian grown papayas. We report these operations in three different business segments: California avocados, international avocados and perishable food products, and processed products.

     On October 9, 2001, we completed a series of transactions whereby common and preferred shareholders of Calavo Growers of California (the “Cooperative”), an agricultural marketing cooperative association, exchanged all of their outstanding shares for shares of our common stock. Concurrent with this transaction, the Cooperative was merged into us with Calavo Growers, Inc. (“Calavo”) emerging as the surviving entity. These transactions had the effect of converting the legal structure of the business from a non profit cooperative to a for-profit corporation. All references herein to us for periods prior to the merger refer to the business and operations of the Cooperative.

     In February 2003, our Board of Directors approved a plan whereby the operations of our processed products business would be relocated. The plan called for the closing of our Santa Paula, California and Mexicali, Baja California Norte processing facilities and the relocation of these operations to a new facility in Uruapan, Michoacan, Mexico. We believe that this restructuring will provide cost savings in the elimination of certain transportation costs, duplicative overhead structures, and savings in the overall cost of labor and services. The Uruapan facility commenced operations in February 2004 and the Santa Paula and Mexicali facilities were closed in February 2003 and August 2004.

     In November 2003, we acquired all the outstanding common shares of Maui Fresh International, Inc. (“Maui”). Maui distributes a multi-product line of specialty produce through retail, food service and terminal market wholesale channels. Maui is currently based in Los Angeles, California, but maintains significant operations in Hawaii and Nogales, Arizona. Maui packs and distributes a diversified line comprised of more than 20 commodities, including tropical and exotic fruits, chilies and hothouse-grown items, as well as other conventional fruits and vegetables.

     Our principal executive offices are located at 2530 Red Hill Avenue, Santa Ana, California 92705; telephone (949) 223-1111. We currently plan to relocate our principal executive offices, however, to Santa Paula, California in or around February 2005.

     At October 31, 2004, we employed 674 employees worldwide.

Available information

We maintain an Internet website at http://www.calavo.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended, and other information related to us, are available, free of charge, on our website as soon as reasonably practicable after we electronically file those documents with, or otherwise furnish them to, the Securities and Exchange Commission. Our Internet website and the information contained therein, or connected thereto, is not and is not intended to be incorporated into this Annual Report on Form 10-K.

California avocados

     Calavo was founded in 1924 to market California avocados. In California, the growing area stretches from San Diego County to San Luis Obispo County, with the majority of the growing areas located approximately 100 miles north and south of Los Angeles County. The storage life of fresh avocados is limited. It can range from one to four weeks, depending upon the maturity of the fruit, the growing methods used, and the handling conditions in the distribution chain.

     As of October 31, 2004, the Hass variety is the predominant avocado variety marketed on a worldwide basis. California grown Hass avocados are available year-round, with peak production periods occurring between February through September. Other

 


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varieties have a more limited picking season and command a lower price. Approximately 2,200 growers deliver avocados to us, generally pursuant to a standard marketing agreement. Over the past several years, our share of the California avocado crop has remained strong, with approximately 35% of the 2004 California avocado crop handled by us, based on data published by the California Avocado Commission. We attribute our solid foothold in the California industry principally to the competitiveness of the per pound returns we pay and the communication we maintain with our growers.

     Avocados delivered to our packinghouses are graded, sized, packed, and cooled for delivery to customers. Our ability to estimate the size, as well as the timing of the delivery, of the annual avocado crop has a substantial impact on both our costs and the sales price we receive for the fruit. To that end, our field personnel maintain direct contact with growers and farm managers and coordinate harvest plans. The feedback from our field-men is used by our sales department to prepare sales plans used by our direct sales force.

     A significant portion of our costs are fixed. As a result, significant fluctuations in the volume of avocados delivered have a considerable impact on the per pound packing costs of avocados we handle. Generally, larger crops will result in a lower per pound handling cost. We believe that our cost structure is geared to optimally handle larger avocado crops than we have handled in recent years. Our strategy calls for continued efforts in aggressively recruiting new growers, retaining existing growers, and procuring a larger percentage of the California avocado crop.

     Avocados delivered to us are grouped as a homogenous pool on a weekly basis based on the variety, size, and grade. The proceeds we receive from the sale of each separate avocado pool, net of a packing and marketing fee to cover our costs and a profit, are paid back to the growers once each month. The packing and marketing fee we withhold is periodically determined and revised based on our estimated per pound packing and operating costs, as well as our operating profit. Significant competitive pressures dictate that we set the packing and marketing fee at the lowest possible level to attract new and retain existing grower business. We believe that, if net proceeds paid ceased to be competitive, growers would choose to deliver their avocados to alternate competitive handlers. Consequently, we strive to deliver growers the highest return possible on avocados delivered to our packinghouses.

     The California avocado market is highly competitive with 9 major avocado handlers. A marketing order enacted by the state legislature is in effect for California grown avocados and provides the financial resource to fund generic advertising and promotional programs. Although avocados handled by us are identifiable through packaging and the Calavo brand name sticker, we believe that consumers generally do not purchase avocados based on brand loyalty. We have, however, developed a series of marketing and sales initiatives aimed at our largest customers that are designed to differentiate our products and services from those offered by our competitors. Some of these key initiatives are as follows:

  •   We have established one of the industry’s largest proprietary marketing databases that facilitates a review of the performance of avocados in various grocery stores located across the nation. Based on this data, we are able to assist our customers in developing programs that will increase their sales. Generally, we review the performance of stores relative to others within the same geographic area and make recommendations designed to increase both the per unit and total dollar sales of avocados within the produce section.
 
  •   We have developed various display techniques and packages that appeal to consumers and, in particular, impulse buyers. Some of our techniques include the bagging of avocados and the strategic display of the bags within the produce section of retail stores. Our research has demonstrated that consumers generally purchase a larger quantity of avocados when presented in a bag as opposed to the conventional bulk displays. We also believe that the value proposition of avocados in a bag provides for a higher level of sales to grocery stores.
 
  •   We continue to have success with our ProRipe™ avocado ripening program. This proprietary program allows us to deliver avocados with varying degrees of ripeness to our customers. We believe that ripened avocados help our customers address the consumers’ immediate needs and accelerate the sale of avocados through their stores.
 
  •   From time to time, we market our avocados under joint promotion programs with other food manufacturers. Under these programs, we seek to increase the promotional exposure of our products by providing certain sales incentives. These incentives will be offered in conjunction with various promotional campaigns designed to advertise the products of all parties involved. We believe these programs will help us minimize our advertising costs, as they will be shared with other parties, while still achieving recognition in the marketplace.

     We sell avocados to a diverse group of supermarket chains, wholesalers, food service and other distributors, under the Calavo and private labels. The recent consolidation in the supermarket industry has led to fewer, but bigger buyers. From time to time, sales are transacted via e-commerce. We believe that our largest customers will require us and our competitors to implement one or more e-commerce distribution solution to facilitate their procurement and inventory management programs. In our judgment, the shift to e-commerce by our largest customers will favorably impact larger handlers like us, which have the ability and financial resources to

 


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support these strategies. From time to time, some of our larger customers seek short-term sales contracts that formalize their pricing and volume requirements. Generally, these contracts contain provisions that establish a price floor and/or ceiling during the contract duration. Again, in our judgment, the shift by our customers to drafting sales contracts benefits large handlers like us, which have the ability to fulfill the terms of these contracts. During fiscal year 2004, our 5 and 25 largest customers represented approximately 17% and 44% of our total consolidated revenues. During fiscal years 2004, 2003 and 2002 none of our California avocado customers represented more than 10% of total consolidated revenues.

International avocados and perishable food products

     Our international avocados and perishable food products segment leverages our expertise in the handling and marketing of California avocados. We believe that the sales generated by this segment complement our offering of California avocados to our customers and stabilize the supply of avocados during seasons of low California production. Sales generated by this segment include avocados grown outside of California and other perishable food products, such as papayas, tomatoes, ginger, and pineapple. We primarily market international avocados from Mexico, Chile, and the Dominican Republic. We handle some of these products on a consignment basis for the suppliers. Pursuant to these arrangements, from time to time, we make advances to Chilean handlers and Mexican growers. We primarily make such advances related to both pre-harvest and post-harvest activities. Our ability to recover pre-harvest advances is largely dependent on the growers’ ability to deliver avocados to us and is subject to inherent risks of farming, such as weather and pests. Historical experience demonstrates that providing post-harvest advances results in our acquiring full market risk for the product, as it is possible that our resale proceeds may be less than the amounts we paid to the grower. This is a result of the high level of volatility inherent in the avocado and perishable food markets, which are subject to significant pricing declines based on the availability of fruit in the market.

     Net sales generated by our International avocados and perishable food products business depends principally on the availability of Chilean and Mexican grown avocados in the U.S. markets. Historically, Mexican grown avocados have been significant during our first two fiscal quarters. In 1996, the United States Department of Agriculture (“USDA”) established a protocol whereby Mexican Hass grown avocados were permitted to be imported, on a restricted basis, into the United States. Restrictions imposed on the marketing of the fruit, due to phytosanitary concerns, limited the marketing of Mexican Hass avocados to 31 states, from the middle of October to the middle of April. In November 2004, however, the USDA published a rule allowing Hass avocado imports from Mexico into all 50 states, with the exception of California, Florida, and Hawaii. The exception extends for two years. For the remaining 47 states, however, avocado exports are set to start February 1, 2005. While we believe that we are well positioned to respond to such legislation, we are unable to project the impact, if any, the adoption of this new rule will have on our financial condition and results of operations.

     In 1998, we invested in the Mexican avocado market by building a packinghouse in Uruapan, Mexico. We believe that our continued success in marketing Mexican avocados is largely dependent upon securing a reliable, high-quality supply of avocados at reasonable prices. The Mexican avocado harvest is both complimentary and competitive with the California market, as the Mexican harvest typically runs from September to June. As a result, it is common for Mexican growers to monitor the supply of avocados for export to the United States in order to obtain higher field prices. During 2004, we packed and distributed approximately 31% of the avocados exported from Mexico into the United States and approximately 24% of the avocados exported from Mexico to countries other than the United States, based on our estimates.

     In recent years, the volume of avocados exported by Chilean growers to the United States has continued to increase. Chilean growers continue to increase avocado plantings to capitalize on high returns available in the worldwide avocado markets. Chilean grown avocados have been significant during our 4th and 1st fiscal quarters. Additionally, with the Chilean harvesting season being complimentary to the California season (August through February), Chilean avocados are able to command competitive retail pricing in the market. During 2004, we distributed approximately 10% of the Chilean imports into the United States, based on our estimates.

     The Dominican Republic also exports avocados into the United States. The harvest of Dominican Republic avocados (September to January) overlaps with the Chilean and Mexican avocado harvest periods. As a result, the introduction of avocados grown in the Dominican Republic has had the effect of increasing the volume of avocados in the marketplace and increasing pressure on sales prices. During 2004, we distributed substantially all of the Dominican Republic imports into the United States, based on our estimates.

     In recent years, our distribution of other perishable food products has generally been limited to papayas procured from a Hawaiian packing operation, which is owned by the Chairman of our Board of Directors, Chief Executive Officer and President. The acquisition of Maui, however, expanded our perishable food products to include additional papayas, tomatoes, chili peppers, pineapples, and ginger. While Maui has numerous product offerings, the aforementioned commodities account for the majority of its sales.

 


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     Maui has operations in Arizona, California, and Hawaii. The primary focus of these operations is the growing, shipping and distribution of fresh produce. Maui primarily sources its products from the United States and Mexico. Sales for fiscal year 2004 were approximately $19.8 million. Maui has customers located primarily in the United States and Canada and these customers are principally in the retail, foodservice, and wholesale sectors. Maui does not experience significant fluctuations in sales related to seasonality.

Processed Products

     In the 1960’s and early 1970’s, we pioneered the process of freezing avocado pulp and developed a wide variety of guacamole recipes to address the diverse tastes of consumers and buyers in the food service industry. Our customers include both companies in the food service industry and the retail business. Sales are made principally through a commissioned nationwide broker network, which is supported by our regional sales managers. We believe that our marketing strength is distinguished by providing quality products, innovation, year-round product availability, strategically located warehouses, and market relationships. During fiscal year 2004, our 5 and 25 largest customers represented approximately 6% and 9% of our total consolidated revenues. During fiscal years 2004, 2003 and 2002 none of our processed product customers represented more than 10% of total consolidated revenues.

     The food service and retail industries have continued a trend of business consolidation resulting in larger customers, but a smaller number of customers for our processed products. From time to time, in order to secure the ongoing business of some of our largest customers, we enter into certain rebate programs and exclusivity agreements. While we made no such payments during fiscal 2004, we believe that the trend of requesting payments from producers to secure either exclusivity or preferred status as a provider of processed products will continue. During fiscal 2003 and 2002, we paid approximately $1.4 million, representing both exclusivity fees and prepaid rebates to a single major foodservice distribution customer.

     The processed product segment was originally conceived as a mechanism to stabilize the price of California avocados by reducing the volume of avocados available to the marketplace. With the introduction of low cost processed products delivered from Mexican based processors, however, we realigned the segment’s strategy by shifting the fruit procurement and pulp processing functions to Mexico. In 1995, we invested in a processing plant in Mexicali, Mexico to derive the benefit of competitive avocado prices available in Mexico.

     In February 2003, our Board of Directors approved a plan whereby the operations of our processed products business would be relocated. The plan called for the closing of our Santa Paula, California and Mexicali, Baja California Norte (“Mexicali”) processing facilities and relocating these operations to a new facility in Uruapan, Michoacan, Mexico (“Uruapan”). We believe that this restructuring will provide cost savings in the elimination of certain transportation costs, duplicative overhead structures, and savings in the overall cost of labor and services. The Uruapan facility commenced operations in February 2004 and the Santa Paula and Mexicali facilities ceased production in February 2003 and August 2004.

     Special charges recorded during the year ended October 31, 2004 consist entirely of employee separation costs. All employee separation costs were paid in cash and represent final payments to 93 production and 8 managerial/administrative employees formerly working at our Mexicali processing facility. As of October 31, 2004, we have not recorded a significant charge relating to the write-down of production assets being held at our Mexicali production facility, as substantially all such assets were re-commissioned at our new facility in Uruapan or their carrying value was less than their fair value.

     Through January 2003, the primary function of our Mexicali processed operation was to produce pulp for our Santa Paula plant. Our processing facility in Santa Paula, California would receive the pulp from Mexicali, add ingredients, and package the product in plastic containers. The product would then be frozen for storage with shipment to warehouses and, ultimately, to our customers. From January 2003 to August 2004, however, our Mexicali processed operations became primarily focused on our individually quick frozen (IQF) avocado half product line and one of our high-pressure lines.

     Our IQF line provides food service and retail customers with peeled avocado halves that are ripe and suitable for immediate consumption. These halves were frozen, packaged and shipped out of Mexicali to warehouses located in the U.S., and, ultimately, to our customers.

     During fiscal year 2002, we purchased and commissioned new ultra high pressure treatment equipment designed to manufacture processed avocado products that are not frozen. During fiscal year 2004, we operated two separate high pressure lines, consisting of one ultra high pressure machine manufacturing guacamole in Mexicali and another in Uruapan. The machine in Mexicali was commissioned for operations in October 2002 and ran near capacity during fiscal year 2003 through the closure date of Mexicali, which was August 2004. The machine in Uruapan, which has a much larger capacity than the Mexicali machine, was commissioned for operations in July 2004 and ran at about 40% capacity through October 2004. We anticipate that we will operate such high pressure machine at or near full capacity during fiscal year 2005. We plan on re-commissioning the high pressure machine that was

 


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located in Mexicali to Uruapan during fiscal year 2005 as well. Utilizing avocado pulp and chunks, these high pressure machines allow us to deliver fresh guacamole to retail and food service customers. Sales of our high pressure product totaled approximately $5.5 million for fiscal year 2004.

     Although the additions of these product offerings are fairly recent, we believe that these high pressure machines will position our company to deliver the widest available array of processed avocado products to our customers. Consequently, we believe we are currently the only single source company supplying the complete range of processed avocado products, including frozen guacamole, ultra high pressure treated guacamole, and frozen avocado halves to foodservice and retail customers.

Sales and Other Financial Information by Business Segment and Product Category

     Sales and other financial information by business segment are provided in Note 11 to our consolidated financial statements that are included in this Annual Report.

Patents and Trademarks

     Our trademarks include the Calavo brand name and related logos. We also utilize the following trademarks in conducting our business: Avo Fresco, Bueno, Calavo Gold, Celebrate the Taste, El Dorado, Fresh Ripe, Select, Taste of Paradise, The First Name in Avocados, Tico, Mfresh, and Triggered Avocados.

Working Capital Requirements

     Generally, we make payments to our California avocado growers and other suppliers in advance of collecting all of the related accounts receivable. We generally bridge the timing between vendor payments and customer receipts by using operating cash flows and commercial bank borrowings. In addition, we provide crop loans and other advances to some of our growers, which are also funded through operating cash flows and borrowings. We generally experience larger levels of commercial bank borrowings during the California Hass avocado crop harvesting season.

     Our international avocados and perishable food products business requires working capital to finance the payment of advances to suppliers, and collection of accounts receivable. These working capital needs are also financed through the use of operating cash flows and bank borrowings and are generally concentrated during the Chilean Hass avocado crop harvesting season.

     With respect to our processed products business, we require working capital to finance the production of our processed avocado products, building and maintaining an adequate supply of finished product, and collecting our accounts receivable balances. These working capital needs are financed through the use of operating cash flows and bank borrowings.

Backlog

     Our customers do not place product orders significantly in advance of the requested product delivery dates. Customers typically order perishable products two to ten days in advance of shipment, and typically order processed products within thirty days in advance of shipment.

Research and Development

     We do not undertake significant research and development efforts. Research and development programs, if any, are limited to the continuous process of refining and developing new techniques to enhance the effectiveness and efficiency of our processed products operations and the handling, ripening, storage, and packing of fresh avocados.

Compliance with Government Regulations

     The California State Department of Food and Agriculture oversees the packing and processing of avocados and conducts tests for fruit quality and packaging standards. All of our packages are stamped with the state seal as meeting standards. Various states have instituted regulations providing differing levels of oversight with respect to weights and measures, as well as quality standards.

     The USDA regulates and reviews imported food products. In particular, the USDA regulates the distribution of Mexican avocados within 31 states in the U.S. by requiring avocado importers and handlers to execute compliance agreements. These agreements represent an acknowledgment by handlers of the distribution restrictions placed on Mexican avocados and are used as a tool to ensure compliance with existing regulations. From time to time, we have been approached by USDA representatives in their oversight of the

 


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compliance agreement process. We continue to consult with USDA representatives to ensure that our systems of internal control provide a high level of reliability in securing compliance agreements on behalf of our customers. In November 2004, however, the USDA published a rule allowing Hass avocado imports from Mexico into all 50 states, with the exception of California, Florida, and Hawaii. The exception extends for two years. For the remaining 47 states, however, avocados exports are set to start February 1, 2005. We believe this new legislation will ease the compliance requirements that we have been subject to related to the importation of Mexican Hass avocados in prior years.

     As a manufacturer and marketer of processed avocado products, our operations are subject to extensive regulation by various federal government agencies, including the Food and Drug Administration (“FDA”), the USDA and the Federal Trade Commission (“FTC”), as well as state and local agencies, with respect to production processes, product attributes, packaging, labeling, storage and distribution. Under various statutes and regulations, these agencies prescribe requirements and establish standards for safety, purity and labeling. In addition, advertising of our products is subject to regulation by the FTC, and our operations are subject to certain health and safety regulations, including those issued under the Occupational Safety and Health Act. Our manufacturing facilities and products are subject to periodic inspection by federal, state and local authorities.

     As a result of our agricultural and food processing activities, we are subject to numerous environmental laws and regulations. These laws and regulations govern the treatment, handling, storage and disposal of materials and waste and the remediation of contaminated properties.

     We seek to comply at all times with all such laws and regulations and to obtain any necessary permits and licenses, and we are not aware of any instances of material non-compliance. We believe our facilities and practices are sufficient to maintain compliance with applicable governmental laws, regulations, permits and licenses. Nevertheless, there is no guarantee that we will be able to comply with any future laws and regulations or requirements for necessary permits and licenses. Our failure to comply with applicable laws and regulations or obtain any necessary permits and licenses could subject us to civil remedies including fines, injunctions, recalls or seizures, as well as potential criminal sanctions.

Employees

     As of October 31, 2004, we had 674 employees, of which approximately 231 were located in the United States and 443 of whom were located in Mexico. None of Calavo’s United States employees are covered by a collective bargaining agreement. Approximately 380 of Calavo’s Mexican employees are represented by a union. We consider the relationship with our employees to be good and we have never experienced a significant work stoppage.

     The following is a summary of the number of “salaried” and “hourly” employees as of October 31, 2004.

                         
Location     Salaried     Hourly  
United States
            104       127  
Mexico
            63       380  
 
                   
TOTAL
      167       507  
 
                   

     Although agriculture is a seasonal industry, avocados have a wider window of production than most perishable commodities. Consequently, we employ hourly personnel more routinely throughout the year when compared to other agriculture-dependent companies.

Item 2. Properties

     In addition to our corporate headquarters building, we own two packinghouses and one processing facility in California, lease one packinghouse in California, own one processing facility in Mexico, and lease one packinghouse and one processing facility in Mexico.

     In August 2004, we entered into an agreement to sell our corporate headquarters building located in Santa Ana, California for $3.4 million. Such transaction, however, fell out of escrow in November 2004. Then, in December 2004, we re-entered escrow, with a different buyer, to sell our corporate headquarters building for the same sales price. Escrow related to such transaction is expected to close in the second quarter of fiscal 2005, which is when we expect to complete the move of our corporate headquarters. We estimate that this transaction will result in a pre-tax gain on sale of approximately $3.0 million, if such transaction is consummated according to terms. We currently plan to relocate our corporate offices to Santa Paula, California.

     Our two California packinghouses handle all avocados delivered to us by California and Chilean growers. The Temecula, California facility was built in 1985 and has been improved in capacity and efficiency since then. The Santa Paula, California facility

 


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was purchased in 1955 and has had recent equipment improvements equivalent to our Temecula facility. We believe that the combined annual capacity of the two packinghouses, under normal workweek operations, is sufficient to pack the annually budgeted volume of California avocados delivered to us by our growers.

     Our Santa Paula, California processing facility was built in 1975 and had a major expansion in 1988. In conjunction with our restructuring plan, which was approved in February 2003, this facility, which includes a storage freezer, has essentially been closed. Since February 2003, a portion of this building has continued to be used as a ripening and storage facility for our fresh avocado operation. We are currently reviewing options related to this facility, which include the possible assimilation of the operations of our Santa Paula packinghouse.

     Our leased Vernon, California packinghouse primarily handles avocados and tropical commodities. We are committed to leasing the facility through 2006. We believe that the annual capacity of this facility will be sufficient to pack the expected annual volume of specialty commodities delivered to us.

     Our owned processing facility in Uruapan, Michoacan, Mexico was constructed pursuant to our restructuring plan approved in February 2003. This facility commenced operations in February 2004. We believe that the annual capacity of this facility will be sufficient to process our budgeted annual production needs.

     Our Mexicali, Mexico processing plant was built in 1995 to our specifications. In conjunction with our restructuring plan, we ceased production at this facility in August 2004. As of October 31, 2004, we have not recorded any significant charges relating to the write-down of production assets being held at this facility, as substantially all such assets were re-commissioned at our new facility in Uruapan or their carrying value was less than their fair value. Our lease commitment for this facility ended in December 2004 and we do not have any plans of extending such lease.

     Our Uruapan, Mexico packinghouse, owned by the same landlord as our Mexicali facility, was also built to our specifications. We are committed to leasing the facility through 2008. We believe that the annual capacity of this facility will be sufficient to process our budgeted annual production needs.

Item 3. Legal Proceedings

     From time to time, we become involved in legal proceedings that are related to our business operations. We are not currently a party to any legal proceedings that could have a material adverse effect upon our financial position or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

     No matters were submitted to a vote of our shareholders during the quarter ended October 31, 2004.

 


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Executive Officers

     The following table sets forth the name, age and position of individuals who hold positions as executive officers of our company. There are no family relationships between any director or executive officer and any other director or executive officer of our company. Executive officers are elected by the Board of Directors and serve at the discretion of the Board.

             
Name   Age   Position
Lecil E. Cole
    64     Chairman of the Board, Chief Executive Officer and President
Arthur J. Bruno
    54     Chief Operating Officer, Chief Financial Officer and Corporate Secretary
Robert J. Wedin
    55     Vice President, Sales and Fresh Marketing
Alan C. Ahmer
    56     Vice President, Processed Product Sales and Production
Albert E. Thorne III
    63     Vice President, Fresh Operations

     Lecil E. Cole has been a member of our board of directors since February 1982 and has served as Chairman of the Board since 1988. Mr. Cole has also served as our Chief Executive Officer and President since February 1999. He served as an executive of Safeway Stores from 1964 to 1976 and as Chairman of Central Coast Federal Land Bank from 1986 to 1996. Mr. Cole has served as Chairman and President of Hawaiian Sweet, Inc. and Tropical Hawaiian Products, Inc. since 1996. Mr. Cole farms a total of 4,430 acres in California and Hawaii on which avocados, papayas, and cattle are produced and raised.

     Arthur J. Bruno has served as our Chief Financial Officer and Corporate Secretary since October 2003. During fiscal 2004, Mr. Bruno also assumed the title and responsibilities of Chief Operating Officer. From 1988 to 2003, Mr. Bruno served as the president and co-founder of Maui Fresh International, Inc. Mr. Bruno is a Certified Public Accountant.

     Robert J. Wedin has served as our Vice President since 1993. Mr. Wedin joined us in 1973 at our then Santa Barbara packinghouse. Beginning in 1990, Mr. Wedin served as a director of the California Avocado Commission for a period of ten years. Mr. Wedin currently is a board member of Producesupply.org and serves as a member of that organization’s executive committee.

     Alan C. Ahmer has served as our Vice President since 1989. Mr. Ahmer joined us in 1979 as a regional sales manager in our processed products business. In September 2003, Mr. Ahmer’s new title became Vice-President, Processed Products Sales and Production.

     Albert E. Thorne III has served as our Vice President since 2003. Mr. Thorne joined us in 1986 as a senior shipping and receiving supervisor at our Temecula packinghouse.

 


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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

     In March 2002, our common stock began trading on the OTC Bulletin Board under the symbol “CVGW.” In July 2002, our common stock began trading on the Nasdaq National Market under the symbol “CVGW.”

     The following tables set forth, for the periods indicated, the high and low sales prices per share of our common stock as reported on the Nasdaq National Market.

                 
Fiscal 2003   High     Low  
First Quarter
  $ 7.95     $ 6.60  
Second Quarter
  $ 7.27     $ 6.70  
Third Quarter
  $ 7.25     $ 6.69  
Fourth Quarter
  $ 11.04     $ 6.94  
                 
Fiscal 2004   High     Low  
First Quarter
  $ 11.60     $ 9.75  
Second Quarter
  $ 10.90     $ 9.80  
Third Quarter
  $ 13.00     $ 10.08  
Fourth Quarter
  $ 12.27     $ 10.50  

     As of October 31, 2004, there were approximately 1,430 stockholders of record of our common stock.

     During the year ended October 31, 2004, (i) we did not repurchase any shares of our common stock, and (ii) we did not issue any shares of common stock that were not registered under the Securities Act of 1933, except for our issuance of 576,924 shares in November 2003 in connection with our acquisition of Maui Fresh International as disclosed by us in our Annual Report on Form 10-K for the year ended October 31, 2003.

Dividend Policy

     Our dividend policy is to provide for an annual dividend payment, as determined by the Board of Directors. We anticipate that dividends will be paid in the first quarter of our fiscal year.

     On January 5, 2004, we paid a $0.25 per share dividend in the aggregate amount of $3,376,000 to shareholders of record on November 17, 2003.

     On January 3, 2005, we paid a $0.30 per share dividend in the aggregate amount of $4,052,000 to shareholders of record on November 15, 2004.

 


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Item 6. Selected Financial Data

SELECTED CONSOLIDATED FINANCIAL DATA

     The following summary consolidated financial data (other than pounds information) for each of the years in the five-year period ended October 31, 2004 are derived from the audited consolidated financial statements of Calavo Growers, Inc. and our predecessor, Calavo Growers of California.

     Historical results are not necessarily indicative of results that may be expected in any future period. The following data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto that are included elsewhere in this Annual Report.

                                         
    Fiscal Year Ended October 31,  
    2004     2003     2002     2001     2000  
    (In thousands, except per share data)  
Income Statement Data: (1)
                                       
Net sales
  $ 274,218     $ 246,761     $ 242,671     $ 217,704     $ 220,712  
Gross margin
    25,404       25,465       25,823       18,808       19,554  
Net income
    6,210       7,160       6,915       3,838       4,476  
Basic and diluted net income per share(2)
  $ 0.46     $ 0.55     $ 0.60     $ 0.37     $ 0.43  
Balance Sheet Data as of End of Period:
                                       
Working capital
    20,353       20,735       18,833       9,799       12,559  
Total assets
    67,398       53,689       55,132       52,368       46,537  
Short-term debt
    22       24       3,222       16,241       9,486  
Long-term debt, less current portion(3)
    34       61       3,180       3,429       3,820  
Shareholders’ equity
    43,937       37,147       30,556       20,029       21,066  
Cash Flows Provided by (Used in):
                                       
Operations
    4,460       15,222       8,135       1,161       2,958  
Investing(4)
    (8,474 )     (4,475 )     (2,078 )     (2,029 )     (1,685 )
Financing
    (725 )     (6,293 )     (7,193 )     1,433       (1,239 )
Other Data:
                                       
Dividends per share (2)
  $ 0.30     $ 0.25     $ 0.20     $ 0.50     $  
Net book value per share
  $ 3.25     $ 2.87     $ 2.38     $ 2.01     $ 2.13  
Pounds of California avocados sold
    152,725       122,950       158,187       163,891       123,399  
Pounds of international avocados sold
    69,410       70,348       69,512       44,935       42,300  
Pounds of processed avocados products sold
    13,317       14,707       14,248       14,788       14,962  


(1)   Operating results for fiscal year 2004 include the acquisition of Maui. For fiscal year 2004, Maui’s net sales, gross margins, and net income were as follows: $19.8 million, $1.4 million, and $0.5 million.
 
(2)   Dividends per share for fiscal 2001 represent the payment of our dividend to shareholders for the results of our fiscal 2000 operations. We did not declare a cash dividend in connection with our fiscal 2001 operating results. In December 2001, we declared a 5% stock dividend payable February 15, 2002 for all shareholders of record as of February 1, 2002. Basic and diluted earnings per share for all periods presented have been restated to reflect the 5% stock dividend. Dividends per share and net book value per share are computed based on the actual shares outstanding.
 
(3)   In July 2003, our Board of Directors approved the retirement of our Industrial Development Revenue Bond. The bonds were initially floated to provide the financing to construct our Temecula, California packinghouse. We repaid the final $2.8 million in principal under the indenture in September 2003.
 
(4)   Cash flows used in investing activities for fiscal 2004 and 2003 include the effect of constructing a processing facility in Uruapan, Michoacan, Mexico. The Uruapan facility commenced operations in February 2004.

 


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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     You should read the following discussion and analysis of our financial condition and results of operations together with “Selected Consolidated Financial Data” and our consolidated financial statements and notes thereto that appear elsewhere in this Annual Report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those presented under “Risks related to our business” beginning on page 2 and elsewhere in this Annual Report.

Overview

     We are a leader in the distribution of avocados, processed avocado products, and other perishable food products throughout the United States and elsewhere in the world. Our history and expertise in handling California grown avocados has allowed us to develop a reputation of delivering quality products, at competitive prices, while providing a competitive return to our growers. This reputation has enabled us to expand our product offering to include avocados sourced on an international basis, processed avocado products, and other perishable foods. We report these operations in three business segments: California avocados, international avocados and other perishable food products and processed products. We report our financial results on a November 1 to October 31 fiscal year basis to coincide with the California avocado harvest season.

     In order to diversify our product lines and increase synergies within the marketplace, we acquired all the outstanding common shares of Maui Fresh International, Inc. (Maui) for 576,924 shares of our common stock valued at $4.05 million in November 2003, plus acquisition costs of $65,000. Maui is a specialty produce company servicing a wide array of retail, food service, and terminal market wholesale customers with over 20 different specialty commodities. The value of our common stock issued in conjunction with the acquisition was based on the average quoted market price of our common stock for three days before and after the announcement date.

     As security for certain potential contingencies, such as unrecorded liabilities, we held approximately 58,000 shares issued in conjunction with such acquisition for one full year from the acquisition date. As no contingencies developed, which was in accordance with our expectations, we are in the process of releasing these shares to the original Maui shareholders.

     The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. The differences from the previously reported amounts of goodwill and intangible assets of $867,000 resulted from the finalization of our valuation information in the second quarter of fiscal 2004.

         
(in thousands)   2004  
Fixed assets
  $ 114  
Goodwill
    3,591  
Intangible assets
    867  
 
     
Total assets acquired
    4,572  
Current liabilities
    110  
Deferred tax liabilities
    347  
 
     
Net assets acquired
  $ 4,115  
 
     

     Our California avocado business grades, sizes, packs and cools avocados grown in California for delivery to our customers. We presently operate two packinghouses in Southern California. These packinghouses handled approximately 35% of the California avocado crop during the 2004 fiscal year, based on data obtained from the California Avocado Commission. Our operating results and the returns we pay our growers are highly dependent on the volume of avocados delivered to our packinghouses, as a significant portion of our costs are fixed. Our strategy calls for continued efforts in retaining existing growers, aggressively recruiting new growers, and procuring a larger percentage of the California avocado crop to improve our results from operations.

     Our international and perishable food products business procures avocados grown in Mexico, Chile, and the Dominican Republic, as well as other various commodities, including papayas, tomatoes, chili peppers, pineapples, and ginger. We operate a packinghouse in Mexico that handled approximately 31% of the Mexican avocado crop bound for the United States market during the 2003-2004 Mexican harvest season, based on our estimates. Additionally, during the 2003-2004 Chilean avocado harvest season, we handled approximately 10% of the Chilean avocado crop, based on our estimates. Our strategy is to procure and sell the internationally grown avocados to complement our distribution efforts of California grown avocados. We believe that the introduction of these avocados, although competitive at times with California grown avocados, provides a level of supply stability that may, over time, help solidify the demand for avocados among consumers in the United States and elsewhere in the world. We believe our efforts in distributing our other various commodities, such as those shown above, complement our offerings of avocados. From time to time, we continue to explore distribution of other crops that provide reasonable returns to the business.

 


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     Our processed products business procures avocados, processes avocados into a wide variety of guacamole products, and distributes the processed product to our customers. In February 2003, our Board of Directors approved a plan whereby the operations of our processed products business would be relocated. The plan called for the closing of our Santa Paula, California and Mexicali, Baja California Norte processing facilities and the relocation of these operations to a new facility in Uruapan, Michoacan, Mexico. We believe that this restructuring will provide cost savings in the elimination of certain transportation costs, duplicative overhead structures, and savings in the overall cost of labor and services. The Uruapan facility commenced operations in February 2004 and the Santa Paula and Mexicali facilities were closed in February 2003 and August 2004.

     For Fiscal year 2004, we have incurred costs related to this restructuring approximating $1,013,000. Our income statement for the year ended October 31, 2004 includes $741,000 as cost of sales, $185,000 as special charges, and $87,000 as selling, general and administrative expenses. These costs are comprised of the following components as of and for the year ended October 31, 2004:

                                 
                            Reserves  
    Restructuring                     remaining  
(in thousands)   charges     Amounts paid     Non-cash charges     to be utilized  
Special charges - employee separation costs
  $ 185     $ (185 )   $     $  
Selling, general and administrative – freight
    87       (87 )            
Cost of sales - facility operating costs
    741       (672 )     (69 )      
 
                       
 
  $ 1,013     $ (944 )   $ (69 )   $  
 
                       

     Special charges recorded during the year ended October 31, 2004 consist entirely of employee separation costs. All employee separation costs were paid in cash and represent final payments to 93 production and 8 managerial/administrative employees formerly working at our Mexicali processing facility. We have not recorded a significant charge relating to the write-down of production assets being held at our Mexicali production facility, as substantially all such assets were re-commissioned at our new facility in Uruapan or their carrying value was less than their fair value.

     Processed products customers include both food service industry and retail businesses. Our strategy calls for the development of new guacamole recipes and other processed avocado products that address the diverse taste of today’s consumers. We also seek to expand our relationships with major food service companies and develop alliances that will allow our products to reach a larger percentage of the marketplace.

     Our California avocado and international and perishable food product businesses are highly seasonal and are characterized by rapid crop volume and price changes. Furthermore, the operating results of all of our businesses, including our processed products business, have been, and will continue to be, affected by substantial quarterly and annual fluctuations and market downturns due to a number of factors, such as pests and disease, weather patterns, changes in demand by consumers, the timing of the receipt, reduction, or cancellation of significant customer orders, the gain or loss of significant customers, market acceptance of our products, our ability to develop, introduce, and market new products on a timely basis, availability and cost of avocados and supplies from growers and vendors, new product introductions by our competitors, change in the mix of avocados and processed products we sell, and general economic conditions. We believe, however, that we are currently positioned to address these risks and deliver favorable operating results for the foreseeable future.

     On October 9, 2001, we completed a series of transactions whereby common and preferred shareholders of Calavo Growers of California, an agricultural marketing cooperative association, exchanged all of their outstanding shares for shares of our common stock. Concurrently with this transaction, the Cooperative was merged into us with Calavo emerging as the surviving entity. These transactions had the effect of converting the legal structure of the business from a non-profit cooperative to a for-profit corporation. The merger and the conversion were approved on an overwhelming basis by both the Cooperative’s shareholders and our board of directors. Prior to the merger, the Cooperative reported results of operations as constituting either member (the packing and distribution of avocados procured from either members or associate members) or non-member business (non-member business included both the processed product business and the sourcing and distribution of all crops that were not procured from the Cooperative’s members). We have realigned our businesses to combine within our California avocado segment the results of operations of both the California avocados grown previously by members and those that were procured from non-members. We believe that this presentation provides an enhanced view of the results of our California operations and a better framework to evaluate the results of our various operations.

 


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Recent Developments

Dividend Payment

     In January 2005, we paid a $0.30 per share dividend in the aggregate amount of $4,052,000 to shareholders of record on November 15, 2004.

Corporate headquarters building

     In August 2004, we entered into an agreement to sell our corporate headquarters building located in Santa Ana, California for $3.4 million. Such transaction, however, fell out of escrow in November 2004. Then, in December 2004, we re-entered escrow, with a different buyer, to sell our corporate headquarters building for the same sales price. Escrow related to such transaction is expected to close in the second quarter of fiscal 2005, which is when we expect to complete the move of our corporate headquarters. We estimate that this transaction will result in a pre-tax gain on sale of approximately $3.0 million, if such transaction is consummated according to terms. We currently plan to relocate our corporate offices to Santa Paula, California.

Critical Accounting Estimates

     Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we re-evaluate all of our estimates, including those related to the areas of customer and grower receivables, inventories, useful lives of property, plant and equipment, promotional allowances, income taxes, retirement benefits, and commitments and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may materially differ from these estimates under different assumptions or conditions as additional information becomes available in future periods.

     Management has discussed the development and selection of critical accounting estimates with the Audit Committee of the Board of Directors and the Audit Committee has reviewed our disclosure relating to critical accounting estimates in this Annual Report.

     We believe the following are the more significant judgments and estimates used in the preparation of our consolidated financial statements.

     Promotional allowances. We provide for promotional allowances at the time of sale, based on our historical experience. Our estimates are generally based on evaluating the average length of time between the product shipment date and the date on which we pay the customer the promotional allowance. The product of this lag factor and our historical promotional allowance payment rate is the basis for the promotional allowance included in accrued expenses on our balance sheet. Actual amounts may differ from these estimates and such differences are recognized as an adjustment to net sales in the period they are identified.

     Goodwill and acquired intangible assets. The purchase method of accounting for business combinations requires us to make use of estimates and judgments to allocate the purchase price paid for acquisitions to the fair value of the net tangible and identifiable intangible assets. Goodwill is tested for impairment annually, or when a possible impairment is indicated, using the fair value based test prescribed by Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets. The impairment test requires us to compare the fair value of business reporting units to carrying value, including goodwill. We primarily use an “income approach” (which considers the present value of future cash flows) in combination with a “market approach” (which considers what other purchasers in the marketplace have paid for similar businesses) to determine fair value. Future cash flows typically include operating cash flows for the business for five years and an estimated terminal value. Management judgment is required in the estimation of future operating results and to determine the appropriate terminal values. Future operating results and terminal values could differ from the estimates and could require a provision for impairment in a future period.

     Allowance for accounts receivable. We provide an allowance for estimated uncollectible accounts receivable balances based on historical experience and the aging of the related accounts receivable. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

     Revenue recognition. Sales of products and related costs of products sold are recognized when persuasive evidence of an arrangement exists, shipment has been made, title passes, the price is fixed or determinable and collectibility is reasonably assured. Service revenue, including freight, ripening, storage, bagging and palletization charges, is recorded when services are performed and sales of the related products are delivered.

 


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Results of Operations

     The following table sets forth certain items from our consolidated statements of income, expressed as percentages of our total net sales, for the periods indicated:

                         
    Year ended October 31,  
    2004     2003     2002  
Net sales
    100.0 %     100.0 %     100.0 %
Gross margins
    9.3 %     10.3 %     10.6 %
Selling, general and administrative
    5.8 %     6.0 %     5.7 %
Operating income
    3.4 %     4.3 %     4.9 %
Other income, net
    0.2 %     0.4 %     0.3 %
Net income
    2.3 %     2.9 %     2.8 %

Net Sales

     We believe that the fundamentals for our products continue to be favorable. Government census studies continue to indicate a shift in the demographics of the U.S. population in which larger portions of the population descend from a Hispanic origin. Avocados are considered a staple item purchased by Hispanic consumers and their acceptance as part of American cuisine continues to spur demand for our products. We anticipate avocado products will further penetrate the United States marketplace driven by growth in the Hispanic community and general acceptance in American cuisine. As the largest marketer of avocado products in the United States, we believe that we are well positioned to leverage this trend and to grow all segments of our business.

     Sales of products and related costs of products sold are recognized when persuasive evidence of an arrangement exists, shipment has been made, title passes, the price is fixed or determinable and collectibility is reasonably assured. Service revenue, including freight, ripening, storage, bagging and palletization charges, is recorded when services are performed and sales of the related products are delivered. We provide for sales returns and promotional allowances at the time of shipment, based on our experience. The following table summarizes our net sales by business segment:

                                         
    2004     Change     2003     Change     2002  
            (Dollars in thousands)          
Net sales:
                                       
California avocados
  $ 163,486       9.3 %   $ 149,635       (9.4 )%   $ 165,077  
International avocados and perishable food products
    94,423       25.3 %     75,347       27.5 %     59,083  
Processed products
    32,749       1.2 %     32,360       8.0 %     29,960  
Eliminations
    (16,440 )             (10,581 )             (11,449 )
 
                                 
Total net sales
  $ 274,218       11.1 %   $ 246,761       1.7 %   $ 242,671  
 
                                 
As a percentage of net sales:
                                       
California avocados
    59.0 %             60.6 %             68.0 %
International avocados and perishable food products
    31.6 %             28.0 %             22.2 %
Processed products
    9.4 %             11.4 %             9.8 %
 
                                 
 
    100.0 %             100.0 %             100.0 %
 
                                 

     Net sales for the year ended October 31, 2004, when compared to 2003, grew by approximately $27.5 million, or 11.1%, principally as a result of growth experienced by our California avocados and International avocados and perishable food products segments. In particular, growth in our net sales reflects an increasing percentage of our business being generated by our International avocados and perishable food product segments, which was driven primarily by additional sales related to the acquisition of Maui Fresh International, Inc. (“Maui”).

     Net sales generated by our International avocados and perishable food products business depends principally on the availability of Chilean and Mexican grown avocados in the U.S. markets. Currently, Mexican grown avocados are significant during our first two fiscal quarters. Chilean grown avocados are significant during our 1st and 4th fiscal quarters. In 1996, the United States Department of Agriculture (“USDA”) established a protocol whereby Mexican grown Hass avocados were permitted to be imported, on a restricted basis, into the United States. Restrictions imposed on the marketing of the fruit, due to phytosanitary concerns, limited the marketing of Mexican Hass avocados to 31 states, from the middle of October to the middle of April. In November 2004, however, the USDA published a rule allowing Hass avocado imports from Mexico into all 50 states, with the exception of California, Florida, and Hawaii. The exception extends for two years. For the remaining 47 states, however, avocados exports are set to start February 1, 2005. While we believe that we are well positioned to respond to such legislation, we are unable to project the impact, if any, the adoption of this new rule would have on our financial condition and results of operations.

 


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     The following tables set forth sales by product category, freight and other charges and sales incentives, by segment (dollars in thousands):

                                                                 
    Year ended October 31, 2004     Year ended October 31, 2003  
            International                             International              
            avocados and                             avocados and              
            perishable                             perishable              
    California     food     Processed             California     food     Processed        
    avocados     products     products     Total     avocados     products     products     Total  
Third-party sales:
                                                               
California avocados
  $ 150,159     $     $     $ 150,159     $ 140,795     $     $     $ 140,795  
Imported avocados
          54,589             54,589             56,306             56,306  
Papayas
          6,846             6,846             2,920             2,920  
Specialities and tropicals
          14,233             14,233             30             30  
Processed - food service
                27,352       27,352                   28,545       28,545  
Processed - retail and club
                4,285       4,285                   5,165       5,165  
 
                                               
Total fruit and product sales to third-parties
    150,159       75,668       31,637       257,464       140,795       59,256       33,710       233,761  
Freight and other charges
    11,946       10,968       534       23,448       8,997       10,079       290       19,366  
 
                                               
Total gross sales to third-parties
    162,105       86,636       32,171       280,912       149,792       69,335       34,000       253,127  
Less sales incentives
    (131 )     (48 )     (6,515 )     (6,694 )     (157 )     (251 )     (5,958 )     (6,366 )
 
                                               
Total net sales to third-parties
    161,974       86,588       25,656       274,218       149,635       69,084       28,042       246,761  
Intercompany sales
    1,512       7,835       7,093       16,440             6,263       4,318       10,581  
 
                                               
Net sales
  $ 163,486     $ 94,423     $ 32,749       290,658     $ 149,635     $ 75,347     $ 32,360       257,342  
 
                                                   
Intercompany sales eliminations
                            (16,440 )                             (10,581 )
 
                                                           
Consolidated net sales
                          $ 274,218                             $ 246,761  
 
                                                           
                                                                 
    Year ended October 31, 2003     Year ended October 31, 2002  
            International                             International              
            avocados and                             avocados and              
            perishable                             perishable              
    California     food     Processed             California     food     Processed        
    avocados     products     products     Total     avocados     products     products     Total  
Third-party sales:
                                                               
California avocados
  $ 140,795     $     $     $ 140,795     $ 153,878     $     $     $ 153,878  
Imported avocados
          56,306             56,306             43,715             43,715  
Papayas
          2,920             2,920             2,658             2,658  
Specialities and tropicals
          30             30             42             42  
Processed - food service
                28,545       28,545                   24,964       24,964  
Processed - retail and club
                5,165       5,165                   5,141       5,141  
 
                                               
Total fruit and product sales to third-parties
    140,795       59,256       33,710       233,761       153,878       46,415       30,105       230,398  
Freight and other charges
    8,997       10,079       290       19,366       11,381       7,540       217       19,138  
 
                                               
Total gross sales to third-parties
    149,792       69,335       34,000       253,127       165,259       53,955       30,322       249,536  
Less sales incentives
    (157 )     (251 )     (5,958 )     (6,366 )     (182 )     (150 )     (6,533 )     (6,865 )
 
                                               
Total net sales to third-parties
    149,635       69,084       28,042       246,761       165,077       53,805       23,789       242,671  
Intercompany sales
          6,263       4,318       10,581             5,278       6,171       11,449  
 
                                               
Net sales
  $ 149,635     $ 75,347     $ 32,360       257,342     $ 165,077     $ 59,083     $ 29,960       254,120  
 
                                                   
Intercompany sales eliminations
                            (10,581 )                             (11,449 )
 
                                                           
Consolidated net sales
                          $ 246,761                             $ 242,671  
 
                                                           

     Net sales to third parties by segment exclude value-added services billed by our Uruapan packinghouse, Uruapan processing plant and Mexicali processing plant to the parent company. All intercompany sales are eliminated in our consolidated results of operations.

California Avocados

     Net sales delivered by the business increased by approximately $12.3 million, or 8.2%, from fiscal 2003 to 2004. This increase in sales reflects a 24.2% increase in pounds of avocados sold, partially offset by a decrease in our average selling prices when compared to the same prior year period. This increase in pounds sold was consistent with the increase in the overall harvest of the California avocado crop for the 2003/2004 season. Our market share of California avocados remained consistent at 34.7% for fiscal year 2004, compared to 34.2% for the same period in the prior year.

     For fiscal year 2004, average selling prices, on a per carton basis, for California avocados were 18.0% lower when compared to the same prior year period. This pricing structure primarily reflects the impact of a larger California avocado harvest. For fiscal year 2005, we believe that the year-round introduction of imported avocados in the U.S. marketplace will put increasing pressure on sales prices, principally as a result of an increase in volume.

     Net sales delivered by the business decreased by approximately $15.4 million, or 9.4%, from fiscal 2002 to 2003. This decrease in sales primarily reflects a 22.3% decrease in avocados sold, partially offset by a significant improvement in the average selling prices of avocados when compared to fiscal 2002. The decrease in pounds sold is consistent with the decrease in the overall harvest of the California avocado crop for the 2002/2003 season, as well as a shift in growing areas where we do not command as significant a market share. Despite this decrease in volume, we continued to maintain our leadership role in packing and marketing California grown avocados. Our market share of first grade Hass variety avocados was approximately 34% and 37% during fiscal 2003 and

 


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2002. For the 2002/2003 season, we attribute such decrease in market share primarily to the aforementioned shift into growing areas where we do not command as significant a market share among growers.

     For fiscal year 2003, average selling prices, on a per carton basis, for California avocados were 19.0% higher when compared to fiscal year 2002. We attribute some of the increase in these average selling prices to increasing demand for California grown avocados in the U.S. marketplace and a reduced volume of avocados. We believe that our investments in focused marketing activities, combined with promotional programs established by the California Avocado Commission, have generally had a positive effect on average sales prices. Our strategy is to continue to develop marketing opportunities that favorably position avocados packed by Calavo with our customers by emphasizing existing value-added services, such as fruit bagging and ripening. We believe that these and other value-added strategies are critical elements in sustaining competitive average selling prices.

     In October 2002, the USDA announced the creation of a Hass Avocado Board to promote the sale of Hass variety avocados in the U.S. marketplace. The California Avocado Commission, which receives its funding from California avocado growers, has historically shouldered the promotional and advertising costs supporting avocado sales. The new Hass Avocado Board now provides a basis for a unified funding of promotional activities based on an assessment on all avocados sold in the U.S. marketplace including imported and California grown fruit. We believe that the incremental funding of promotional and advertising programs in the U.S. will, in the long term, positively impact average selling prices and will favorably impact our California avocado and international avocado businesses. During fiscal 2004 and 2003, we remitted approximately $3.3 million and $2.4 million to the Hass Avocado Board representing our share of such marketing expenses.

International and Perishable Food Products

     For fiscal year 2004, when compared to the same period in the prior year, sales to third-party customers increased by approximately $17.5 million, or 25.3%, from $69.1 million to $86.6 million. The increased sales to third-parties by our international and perishable food products business were primarily driven by the additional sales related to the acquisition of Maui in November 2003, as well as increased sales of Mexican and Dominican Republic grown avocados in the U.S., Japanese, and/or European marketplace. These increases, however, were partially offset by decreased sales of Chilean grown avocados. We believe that sales of Mexican grown avocados will continue to show a growing trend. We intend to leverage our position as the largest packer of Mexican grown avocados for export markets to improve the overall performance of this business.

     For fiscal year 2004, the additional sales related to the acquisition of Maui totaled approximately $19.8 million (approximately $1.5 million of such sales were related to California avocados). Also, sales of Mexican and Dominican Republic sourced fruit increased $4.1 million and $6.9 million for fiscal year 2004, when compared to the same prior year period, primarily as a result of a 9.8% and 100% increase in pounds of Mexican and Dominican Republic fruit handled. Such increases, however, were partially offset by decreases in Chilean fruit sales. For fiscal year 2004, sales of Chilean sourced fruit decreased $12.3 million when compared to the same prior period. This was primarily the result of a 42.1% decrease in the volume of Chilean fruit handled, when compared to the same prior year period. Pricing during fiscal year 2004 was fairly stable as well, when compared to fiscal 2003.

     For fiscal year 2003, when compared to fiscal year 2002, sales to third-party customers increased by approximately $15.3 million, or 28.4%, from $53.8 million to $69.1 million. The increased sales to third parties by our International and perishable foods products business were primarily driven by a greater volume of Chilean and Mexican grown avocados penetrating into the U.S., Japan and Europe marketplaces. The volume of fruit handled increased by 4.1 million pounds of Chilean grown avocados, or 16.3%, and 9.3 million pounds of Mexican grown avocados, or 30.3%, for fiscal 2003 when compared to fiscal 2002. Pricing during fiscal 2003 was fairly stable as well, when compared to fiscal 2002.

     During fiscal year 2003, we sourced a significantly greater volume of Mexican grown avocados from our Uruapan, Mexico packinghouse. During fiscal 2003, the volume of fruit related to shipments to the U.S. marketplace increased by approximately 2.5 million pounds, or 13.8%, as compared to fiscal 2002. In addition, net sales resulting from the sale of Mexican grown avocados were also favorably impacted by increased demand from Japanese and European customers. During fiscal 2003, the volume of fruit related to shipments to Japan and Europe increased by approximately 6.7 million pounds, or 76.8%, as compared to fiscal 2002.

Processed Products

     Net sales to third-party customers decreased by approximately $2.3 million, or 8.5%, from $28.0 million for fiscal year 2003 to $25.7 million for fiscal year 2004. The decrease in net sales to third-party customers is primarily attributable to a decrease in 1.4 million pounds of product sold, or 9.5%, and an increase in sales incentives and promotional activities paid of $0.6 million, or 8.5%, partially offset by an increase in the sales price per product pound sold of $0.09, or 3.9%. During fiscal year 2004, the decrease in pounds sold primarily relates to a lack of inventory to meet customer demand. Such lack of inventory was primarily related to

 


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reduced production capabilities during construction of our new processed facility. As a result, and, in order to maintain good customer relationships, we increased our sales incentives and promotional activities paid.

     Net sales to third-party customers increased by approximately $4.2 million, or 17.9%, from $23.8 million for fiscal 2002 to $28.0 million for fiscal 2003. The increase in fiscal 2003 net sales to third-party customers is primarily attributable to an increase in 0.5 million pounds of product sold, or 3.2%, an increase in the sales price per product pound sold of $0.18, and a decrease in sales incentives and paid promotional activities of $0.6 million or 8.8%. During fiscal 2003, we experienced an increase in demand for our frozen processed products as one of our competitors exited from the business. As a result of the increase in demand for our product, we decreased our sales incentives and promotional activities paid.

     During fiscal year 2002, we purchased and commissioned new ultra high pressure treatment equipment designed to manufacture processed avocado products that are not frozen. During fiscal year 2004, we operated two separate high pressure lines, consisting of one ultra high pressure machine manufacturing guacamole in Mexicali and another in Uruapan. The machine in Mexicali was commissioned for operations in October 2002 and ran near capacity during fiscal 2003 through the closure date of Mexicali, which was August 2004. The machine in Uruapan, which has a much larger capacity than the Mexicali machine, was commissioned for operations in July 2004 and ran at about 40% capacity through October 2004. We anticipate that we will operate such high pressure machine at or near full capacity during fiscal year 2005. We plan to re-commissioning the high pressure machine that was located in Mexicali to Uruapan during fiscal 2005 as well. Utilizing avocado pulp and chunks, these high pressure machines allow us to deliver fresh guacamole to retail and food service customers. Sales of our high pressure product totaled approximately $5.5 million for fiscal year 2004. We believe that the introduction of these fresh guacamole products will, in the long-term, successfully address a growing market segment.

Gross Margins

     The following table summarizes our gross margins and gross profit percentages by business segment:

                                         
    2004     Change     2003     Change     2002  
            (Dollars in thousands)          
Gross Margins:
                                       
California avocados
  $ 17,102       15.0 %   $ 14,873       (13.9 )%   $ 17,281  
International avocados and perishable food products
    4,958       (9.1 )%     5,457       50.2 %     3,711  
Processed products
    3,344       (33.3 )%     5,017       3.9 %     4,831  
 
                                 
Total gross margins
  $ 25,404       0.2 %   $ 25,347       (1.4 )%   $ 25,823  
 
                                 
Gross profit percentages:
                                       
California avocados
    10.6 %             9.9 %             10.5 %
International avocados and perishable food products
    5.7 %             7.9 %             6.9 %
Processed products
    13.0 %             17.9 %             20.3 %
Consolidated
    9.3 %             10.3 %             10.6 %


     Our cost of goods sold consists predominantly of fruit costs, packing materials, freight and handling, labor and overhead (including depreciation) associated with preparing food products, and other direct expenses pertaining to products sold. Consolidated gross margin, as a percent of sales, decreased 1.0% for fiscal year 2004 when compared to fiscal year 2003. This decrease was principally attributable to decreased profitability in our international avocados and perishable food products operating segment and our processed product segment, partially offset by increased profitability in our California avocado segment. Consolidated gross margin, as a percent of sales, decreased 0.3% for fiscal year 2003 when compared to fiscal year 2002. This decrease was principally a result of decreases in the gross profit percentages realized by our California avocado and processed products segments, which were partially offset by increased gross profit percentages achieved by our international avocado and perishable food products segment.

     Gross margins and gross profit percentages for our California avocado business are largely dependent on production yields achieved at our packinghouses, current market prices of avocados, and the volume of avocados packed. The increase in our gross margin percentage during fiscal year 2004 was primarily related to a significant increase in pounds of fruit handled. During fiscal year 2004, when compared to fiscal year 2003, fruit handled by our California packinghouses increased approximately 31.4%. This had the effect of reducing our per pound costs, which, as a result, positively impacted gross margins. The decrease in our gross margin percentage during fiscal year 2003 was primarily related to a higher average return per pound paid to our growers. Our growers received an average return of $1.03 per pound, as compared to $0.86 per pound in fiscal 2002. The volume of avocados delivered by our growers decreased, however, by approximately 34.4 million pounds. During fiscal 2004, freight and handling costs increased by approximately $1.5 million, from $3.5 million in fiscal 2003 to $5.0 million during fiscal 2004. During fiscal 2003, freight and handling costs decreased by approximately $0.7 million, from $4.2 million in fiscal 2002 to $3.5 million. We continue to review our packinghouse processes for potential improvements in packing efficiencies and more favorable production yields.

 


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     The gross margin and gross profit percentage for our international avocado and perishable food products business are dependent on the volume of fruit we handle and the competitiveness of the returns that we provide to third-party domestic packers. For example, the gross margins we earn on avocados procured from Chile and the Dominican Republic, as well as papayas grown in Hawaii, are generally based on a commission agreed to with each packer that is subject to incentive provisions. These provisions provide for us to deliver returns to these packers that are competitive with those delivered by other handlers. Accordingly, the gross margin results for this business are a function of the volume handled and the competitiveness of the sales prices that we realize as compared to others. Although we generally do not take legal title to such avocados and perishable products, we do assume responsibilities (principally assuming credit risk, inventory loss and delivery risk, and limited pricing risk) that are consistent with acting as a principal in the transaction. Accordingly, our results of operations include sales and cost of sales from the sale of avocados and perishable products procured under consignment arrangements. For fiscal year 2004, we generated gross margins of $1.5 million from the sale of fresh produce products that were packed by third parties, whereas gross margins for fiscal year 2003 were $2.3 million. For fiscal year 2003, we generated gross margins of $2.3 million from the sale of fresh produce products that were packed by third parties, whereas gross margins for fiscal year 2002 were only $1.4 million.

     Our business with Mexican growers differs in that we operate a packinghouse in Mexico and purchase avocados directly from the field. Consequently, the gross margin and gross profit percentages generated by our Mexican operations are significantly impacted by the volume of avocados handled by our packinghouse and the cost of the fruit. During fiscal year 2004, our gross margins generated from the sale of Mexican avocados deteriorated from approximately $2.2 million in fiscal year 2003 to $1.5 million in fiscal year 2004, principally as a result of an increase in fruit costs. This increase in fruit costs had the effect of increasing our per pound costs, which, as a result, adversely affected gross margins. Further, we experienced an increase in sales of non-exported fruit, which typically generate lower margins then exported fruit. These decreases, however, were partially offset by increases in fruit volume during fiscal year 2004, which had the effect of reducing our per pound costs. During fiscal year 2003, our gross margins generated from the sale of Mexican avocados improved from approximately $1.8 million in fiscal year 2002 to $2.2 million in fiscal year 2003, principally as a result of increases in the pounds packed at our facility. For fiscal year 2004, the additional gross margin related to the acquisition of Maui totaled approximately $1.4 million (approximately $0.2 million of such gross margin was related to California avocados).

     Gross margins and gross profit percentages for our processed products business are largely dependent on the pricing of our final product and the cost of avocados used in preparing guacamole. During fiscal year 2004, the processed products gross profit percentages decreased primarily as a result of inefficiencies experienced in the start-up process of our newly constructed facility in Uruapan, Mexico and the winding down of the operations at our Mexicali, Mexico facility. Such inefficiencies primarily relate to subcontracting costs and duplicative overhead costs. Additionally, our processed product segment experienced higher fruit costs, as well as an increase in the sale of products that generate a lower gross margin then those sold in the prior year. During fiscal year 2003, the decrease in the gross margin percentage is primarily related to higher fruit costs, as well as inefficiencies related to the relocation of production from Santa Paula, California and Mexicali, Mexico to our newly constructed facility in Uruapan, Mexico. Additionally, as a result of the closure of our Santa Paula processed facility and greater then expected increase in demand for our products, we depleted our inventory at a rate greater than initially planned. Therefore, we entered into agreements and/or discussions with two processed avocado product suppliers to supplement our existing inventory levels. This had the effect of decreasing our gross margin percentage due to higher costs and inefficiencies related to sourcing this product from outside suppliers. We anticipate that the gross profit percentage for our processed product segment will continue to experience fluctuations primarily due to the uncertainty of fruit costs that will be used in the production process.

Selling, General and Administrative

                                         
    2004   Change   2003   Change   2002  
            (Dollars in thousands)          
Selling, general and administrative
  $ 15,920       8.7 %   $ 14,651       6.4 %   $ 13,881  
Percentage of net sales
    5.8 %             5.9 %             5.7 %


     Selling, general and administrative expenses include costs of marketing and advertising, sales expenses, and other general and administrative costs. For fiscal year 2004, selling, general and administrative expenses increased by $1.3 million, or 8.7%, compared to fiscal year 2003. The increased general and administrative costs related principally to selling, general and administrative expenses incurred by Maui. Maui’s selling, general and administrative expenses totaled approximately $0.7 million for fiscal year 2004. Additionally, we also experienced higher costs of corporate functions, such as accounting, information systems, and human resources (totaling approximately $0.8 million). These increased costs were partially offset by reduced employee compensation expenses of approximately $0.5 million, which was primarily related to a reduction in bonuses during fiscal year 2004 as compared to fiscal year 2003.

 


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Selling, general and administrative expenses increased by approximately $0.9 million from fiscal 2002 to 2003. The increase is attributable principally to $0.4 million of additional marketing expenses, $0.3 million of transportation costs associated with the relocation of the processed product operations, and $0.2 million in incentives paid to employees.

Other Income, Net

                                         
    2004     Change     2003     Change     2002  
            (Dollars in thousands)          
Other income, net
  $ 478       (46.2 )%   $ 889       27.0 %   $ 700  
Percentage of net sales
    0.2 %             0.4 %             0.3 %


     Other income, net includes interest income and expense generated primarily in connection with our financing activities, as well as certain other transactions that are outside of the course of normal operations. During fiscal year 2004, other income, net includes interest accrued on notes receivable from directors and officers of approximately $0.2 million. During fiscal year 2003, other income, net includes interest accrued on notes receivable from directors and officers of approximately $0.3 million.

Provision for Income Taxes

                                         
    2004     Change     2003     Change     2002  
            (Dollars in thousands)          
Provision for income taxes
  $ 3,567       (17.4 )%   $ 4,319       (24.6 )%   $ 5,727  
Percentage of income before provision for income taxes
    36.5 %             37.6 %             45.3 %


     The effective income tax rate for fiscal year 2004 and 2003 is higher than the federal statutory rate principally due to state taxes. Our effective income tax rate decreased from 37.6% in fiscal year 2003 to 36.5% in fiscal year 2004 primarily as a result of a favorable reduction in our foreign tax rates during fiscal year 2004 when compared to fiscal year 2003. Our effective income tax rate decreased from 45.3% in fiscal year 2002 to 37.6% in fiscal year 2003 primarily as a result of a reduction in non-deductible transaction costs and a favorable reduction in our state and foreign tax rates during fiscal year 2003 when compared to fiscal year 2002. The effective income tax rate for fiscal year 2002 is higher than the federal statutory rate principally due to state and foreign taxes and certain non-recurring transaction costs related to our conversion from a cooperative to a for-profit corporation that were non-deductible for tax purposes.

 


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Quarterly Results of Operations

     The following table presents our operating results for each of the eight fiscal quarters in the period ended October 31, 2004. The information for each of these quarters is derived from our unaudited interim financial statements and should be read in conjunction with our audited consolidated financial statements included in this Annual Report. In our opinion, all necessary adjustments, which consist only of normal and recurring accruals, have been included to fairly present our unaudited quarterly results. Our effective income tax rate decreased in our 4th fiscal quarter of 2003 primarily as a result of a favorable reduction in our foreign tax rate.

                                                                 
    Three months ended  
    Oct. 31,     July 31,     Apr. 30,     Jan. 31,     Oct. 31,     July 31,     Apr. 30,     Jan. 31,  
    2004     2004     2004     2004     2003     2003     2003     2003  
    (in thousands, except per share amounts)  
Statement of Operations Data
                                                               
Net sales
  $ 65,436     $ 83,318     $ 76,421     $ 49,043     $ 63,780     $ 81,359     $ 57,393     $ 44,229  
Cost of sales
    59,425       74,833       68,625       45,931       58,483       72,203       50,422       40,306  
 
                                               
Gross margin
    6,011       8,485       7,796       3,112       5,297       9,156       6,971       3,923  
Selling, general and administrative
    4,416       3,777       4,012       3,715       3,411       3,919       4,130       3,191  
Restructuring charge
    185                               3       5       98          
 
                                               
Operating income (loss)
    1,410       4,708       3,784       (603 )     1,883       5,232       2,743       732  
Other income, net
    167       91       106       114       274       294       206       115  
 
                                               
Income before provision (benefit) for income taxes
    1,577       4,799       3,890       (489 )     2,157       5,526       2,949       847  
Provision (benefit) for income taxes
    467       1,739       1,556       (195 )     471       2,287       1,214       347  
 
                                               
Net income (loss)
  $ 1,110     $ 3,060     $ 2,334     $ (294 )   $ 1,686     $ 3,239     $ 1,735     $ 500  
 
                                               
Net income (loss) per share:
                                                               
Basic
  $ 0.08     $ 0.23     $ 0.17     $ (0.02 )   $ 0.13     $ 0.25     $ 0.13     $ 0.04  
Diluted
  $ 0.08     $ 0.23     $ 0.17     $ (0.02 )   $ 0.13     $ 0.25     $ 0.13     $ 0.04  
Number of shares used in per share computation:
                                                               
Basic
    13,507       13,507       13,507       13,469       12,930       12,930       12,930       12,856  
Diluted
    13,591       13,594       13,589       13,469       12,970       12,960       12,960       12,887  

Liquidity and Capital Resources

     Operating activities for fiscal 2004, 2003 and 2002 provided cash flows of $4.5 million, $15.2 million, and $8.1 million. Fiscal year 2004 operating cash flows reflect our net income of $6.2 million, net noncash charges (depreciation and amortization, losses, and stock compensation expense) of $2.7 million and a net decrease in the non-cash components of our working capital of approximately $4.4 million.

     Fiscal year 2004 decreases in operating cash flows, caused by working capital changes, include an increase in accounts receivable of $4.6 million, an increase in inventory of $3.4 million, an increase in advance to suppliers of $1.8 million, a net increase in income tax receivable of $0.9 million, and an increase in deferred income taxes of $0.3 million, partially offset by a decrease in prepaid expenses and other assets of $2.8 million, an increase in payable to growers of $2.4 million, an increase in trade accounts payable and accrued expenses of $1.3 million, and a decrease in loans to growers of $0.1 million.

     Increases in our accounts receivable balance as of October 31, 2004, when compared to October 31, 2003, primarily reflect the additional receivables related to the acquisition of Maui, as well as a significantly higher volume of California avocado sales recorded in the month of October 2004, as compared to October 2003. Similarly, the amounts payable to our growers also reflects the increase in the volume of California avocados marketed in the month of October 2004, as compared to October 2003. These volume levels are consistent with the harvests experienced in previous years. Additionally, increases in our inventory balance as of October 31, 2004, when compared to October 31, 2003, primarily reflect a significantly higher amount of finished processed product, as we began building our inventories during fiscal year 2004 in conjunction with the completion of our processed product Uruapan facility.

     Increase in advances to suppliers as of October 31, 2004, when compared to October 31, 2003, primarily relates to delays in the start of the Chilean avocado harvest, which resulted in slower collections on our advances. Increases in our trade accounts payable and accrued expenses as of October 31, 2004, when compared to October 31, 2003, primarily reflect the additional trade accounts payable and accrued expenses from the acquisition of Maui. The decrease in prepaid expenses and other assets as of October 31, 2004, when compared to October 31, 2003, was primarily a result of the capitalization of a deposit and progress payments related to our large high pressure machine in Uruapan, as such machine was placed into service during fiscal year 2004.

     Cash used in investing activities was $8.5 million, $4.5 million, and $2.1 million for fiscal years 2004, 2003, and 2002. Fiscal year 2004 cash flows used in investing activities include capital expenditures of $8.4 million, principally related to the construction of our new processed operations facility in Uruapan, Michoacan, Mexico.

 


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     Cash used in financing activities was $0.7 million, $6.3 million, and $7.2 million for fiscal years 2004, 2003, and 2002. Cash used during fiscal year 2004 primarily included the payment of a dividend totaling $3.4 million, partially offset by additional short-term borrowings of $2.0 and collections on notes receivable of $0.7 million.

     Our principal sources of liquidity are our existing cash reserves, cash generated from operations and amounts available for borrowing under our existing credit facilities. Cash and cash equivalents as of October 31, 2004 and 2003 totaled $0.6 million and $5.4 million. Our working capital at October 31, 2004 was $20.4 million compared to $20.7 million at October 31, 2003. The overall working capital decrease primarily reflects additional short-term borrowings and the decrease in our cash balance.

     We believe that cash flows from operations and available credit facilities will be sufficient to satisfy our future capital expenditures, grower recruitment efforts, working capital and other financing requirements. We will continue to evaluate grower recruitment opportunities and exclusivity arrangements with food service companies to fuel growth in each of our business segments. In January 2004, we renewed our two short-term, non-collateralized, revolving credit facilities. These credit facilities expire in January 2006 and April 2006 and are with separate banks. Under the terms of these agreements, we are advanced funds for working capital purposes. Total credit available under the combined short-term borrowing agreements was $24 million, with a weighted-average interest rate of 2.9% and 2.0% at October 31, 2004 and 2003. Under these credit facilities, we had $2 million and $0 outstanding as of October 31, 2004 and 2003. The credit facilities contain various financial covenants with which we were in compliance at October 31, 2004.

     The following table summarizes contractual obligations pursuant to which we are required to make cash payments. The information is presented as of our fiscal year ended October 31, 2004:

                                 
    Payments due by period  
Contractual Obligations   Total     Less than 1 year     1-3 years     4-5 years  
Long-term debt obligations (including interest)
  $ 65     $ 24     $ 32     $ 9  
Short-term borrowings
    2,000       2,000              
Defined benefit plan
    330       55       165       110  
Operating lease commitments
    2,588       862       1,452       274  
 
                       
Total
  $ 4,983     $ 2,941     $ 1,649     $ 393  
 
                       

     The California avocado industry is subject to a state marketing order whereby handlers are required to collect assessments from the growers and remit such assessments to the California Avocado Commission (CAC). The assessments are primarily for advertising and promotions. The amount of the assessment is based on the dollars paid to the growers for their fruit, and, as a result, is not determinable until the value of the payments to the growers has been calculated.

     We did not have any significant commitments for capital expenditures as of October 31, 2004.

Impact of Recently Issued Accounting Pronouncements

     See Note 2 of Notes to Consolidated Financial Statements.

 


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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

     Our financial instruments include cash and cash equivalents, accounts receivable, short and long-term loans to growers, notes receivable from shareholders, accounts payable, and long-term, fixed-rate obligations. All of our financial instruments are entered into during the normal course of operations and have not been acquired for trading purposes. The table below summarizes interest rate sensitive financial instruments and presents principal cash flows in U.S. dollars, which is our reporting currency, and weighted-average interest rates by expected maturity dates, as of October 31, 2004.

                                                         
    Expected maturity date October 31,  
(All amounts in thousands)   2004     2005     2006     2007     2008     Total     Fair Value  
Assets:
                                                       
Cash and cash equivalents (1)
  $ 636     $     $     $     $     $ 636     $ 636  
Accounts receivable, net (1)
    21,131                               21,131       21,131  
Loans to growers (1)
    209                               209       209  
Advances to suppliers (1)
    2,413                               2,413       2,413  
Notes receivable from shareholders (2)
    210       211       2,462                   2,883       2,883  
 
                                                       
Liabilities:
                                                       
Payable to growers (1)
  $ 5,789     $     $     $     $     $ 5,789     $ 5,789  
Accounts payable (1)
    2,490                               2,490       2,490  
Fixed-rate long-term obligations (3)
    23       13       8       8       4       56       58  

(1)   We believe the carrying amounts of cash and cash equivalents, accounts receivable, loans to growers, advances to suppliers, payable to growers and accounts payable approximate their fair value due to the short maturity of these financial instruments.

(2)   Notes receivable from shareholders bear interest at 7.0%. We believe that a portfolio of loans with a similar risk profile would currently yield a return of 7.0%. We project the impact of an increase or decrease in interest rates of 100 basis points would result in a change of fair value of approximately $79,000.

(3)   Fixed rate long-term obligations bear interest rates ranging from 3.3% to 8.2%, with a weighted-average interest rate of 4.9%. We believe that loans with a similar risk profile would currently yield a return of 4.2%. We project the impact of an increase or decrease in interest rates of 100 basis points would result in a change of fair value of approximately $2,000.

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

     Our Mexican-based operations transact business in Mexican pesos. Funds are transferred by our corporate office to Mexico, on a weekly basis, to satisfy domestic cash needs. Consequently, the spot rate for the Mexican peso has a moderate impact on our operating results. We do not believe, however, that this impact is sufficient to warrant the use of derivative instruments to hedge the fluctuation in the Mexican peso. Total foreign currency gains and losses for each of the three years ended October 31, 2004 do not exceed $0.1 million.

 


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Item 8. Financial Statements and Supplementary Data

CALAVO GROWERS, INC.

CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
                 
    October 31,  
    2004     2003  
Assets
               
Current assets:
               
Cash and cash equivalents
  $ 636     $ 5,375  
Accounts receivable, net of allowances of $1,087 (2004) and $700 (2003)
    21,131       16,560  
Inventories, net
    11,375       8,021  
Prepaid expenses and other current assets
    4,598       4,487  
Loans to growers
    209       353  
Advances to suppliers
    2,413       624  
Income taxes receivable
    803        
Deferred income taxes
    1,775       1,379  
 
           
Total current assets
    42,940       36,799  
Property, plant, and equipment, net
    17,427       13,121  
Building held for sale
    1,658        
Goodwill
    3,591        
Other assets
    1,782       3,769  
 
           
 
  $ 67,398     $ 53,689  
 
           
 
               
Liabilities and shareholders’ equity
               
Current liabilities:
               
Payable to growers
  $ 5,789     $ 3,446  
Trade accounts payable
    2,490       1,534  
Accrued expenses
    8,234       7,777  
Income tax payable
          51  
Short-term borrowings
    2,000        
Dividend payable
    4,052       3,232  
Current portion of long-term obligations
    22       24  
 
           
Total current liabilities
    22,587       16,064  
Long-term liabilities:
               
Long-term obligations, less current portion
    34       61  
Deferred income taxes
    840       417  
 
           
Total long-term liabilities
    874       478  
Commitments and contingencies (Note 8)
               
Shareholders’ equity:
               
Common stock ($0.001 par value, 100,000 shares authorized; 13,507 and 12,930 shares outstanding at October 31, 2004 and 2003)
    14       13  
Additional paid-in capital
    28,822       24,727  
Notes receivable from shareholders
    (2,883 )     (3,563 )
Retained earnings
    17,984       15,970  
 
           
Total shareholders’ equity
    43,937       37,147  
 
           
 
  $ 67,398     $ 53,689  
 
           

See accompanying notes to consolidated financial statements.

 


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CALAVO GROWERS, INC.

CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
                         
    Year Ended October 31,  
    2004     2003     2002  
Net sales
  $ 274,218     $ 246,761     $ 242,671  
Cost of sales
    248,814       221,414       216,848  
 
                 
Gross margin
    25,404       25,347       25,823  
Selling, general and administrative
    15,920       14,651       13,881  
Restructuring charge
    185       106        
 
                 
Operating income
    9,299       10,590       11,942  
Other income, net
    478       889       700  
 
                 
Income before provision for income taxes
    9,777       11,479       12,642  
Provision for income taxes
    3,567       4,319       5,727  
 
                 
Net income
  $ 6,210     $ 7,160     $ 6,915  
 
                 
Net income per share:
                       
Basic
  $ 0.46     $ 0.55     $ 0.60  
 
                 
Diluted
  $ 0.46     $ 0.55     $ 0.60  
 
                 
Number of shares used in per share computation:
                       
Basic
    13,497       12,911       11,562  
 
                 
Diluted
    13,582       12,944       11,604  
 
                 

See accompanying notes to consolidated financial statements.

 


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CALAVO GROWERS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands)
                                                 
                            Notes              
                    Additional     Receivable              
    Common Stock     Paid-in     From     Retained        
    Shares     Amount     Capital     Shareholders     Earnings     Total  
Balance, October 31, 2001
    9,967     10     10,158         9,861     20,029  
Exercise of stock options, and income tax benefit of $36
    1,040       1       5,236       (4,789 )           448  
Stock Dividend
    549       1       2,166             (2,167 )      
Issuance of common stock in connection with Employee Stock Purchase Plan
    279             1,952       (1,952 )            
Issuance of common stock in connection with Rights Offering, net of offering costs of $290
    1,000       1       4,709                   4,710  
Collections on shareholder notes receivable
                      1,021             1,021  
Dividend declared to shareholders
                            (2,567 )     (2,567 )
Net income
                            6,915       6,915  
 
                                   
Balance, October 31, 2002
    12,835       13       24,221       (5,720 )     12,042       30,556  
Exercise of stock options, and income tax benefit of $72
    95             547                   547  
Collections on shareholder notes receivable
                      2,157             2,157  
Additional costs related to Rights Offering
                (41 )                 (41 )
Dividend declared to shareholders
                            (3,232 )     (3,232 )
Net income
                            7,160       7,160  
 
                                   
Balance, October 31, 2003
    12,930       13       24,727       (3,563 )     15,970       37,147  
Purchase acquisition
    577       1       4,049                   4,050  
Stock compensation expense
                46                   46  
Collections on shareholder notes receivable
                      680             680  
Dividend declared to shareholders
                            (4,196 )     (4,196 )
Net income
                            6,210       6,210  
 
                                   
Balance, October 31, 2004
    13,507     $ 14     $ 28,822     $ (2,883 )   $ 17,984     $ 43,937  
 
                                   

See accompanying notes to consolidated financial statements.

 


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CALAVO GROWERS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
                         
    Year Ended October 31,  
    2004     2003     2002  
Cash Flows from Operating Activities:
                       
Net income
  $ 6,210     $ 7,160     $ 6,915  
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Depreciation and amortization
    2,648       2,024       1,957  
Provision for losses on accounts receivable
    25       19       35  
Stock compensation expense
    46              
Loss on disposal of property, plant, and equipment
          32       29  
Gain on sale of investments held to maturity
          (163 )      
Effect on cash of changes in operating assets and liabilities:
                       
Accounts receivable
    (4,596 )     1,328       1,855  
Inventories, net
    (3,354 )     4,440       (3,386 )
Prepaid expenses and other assets
    2,654       506       (1,937 )
Loans to growers
    144       114       652  
Advances to suppliers
    (1,789 )     1,911       (163 )
Income taxes receivable
    (803 )     360       (60 )
Deferred income taxes
    (320 )     (226 )     (566 )
Payable to growers
    2,343       (2,922 )     (555 )
Trade accounts payable and accrued expenses
    1,303       588       3,359  
Income tax payable
    (51 )     51        
 
                 
Net cash provided by operating activities
    4,460       15,222       8,135  
Cash Flows from Investing Activities:
                       
Proceeds from sale of investments held to maturity
          2,060        
Direct costs of acquisition of Maui Fresh International, Inc.
    (65 )            
Acquisitions of property, plant, and equipment
    (8,409 )     (6,535 )     (1,973 )
Proceeds from sale of short-term investments
          2,223        
Purchases of short-term investments
          (2,223 )     (105 )
 
                 
Net cash used in investing activities
    (8,474 )     (4,475 )     (2,078 )
Cash Flows from Financing Activities:
                       
Dividend paid to shareholders
    (3,376 )     (2,567 )      
Proceeds from (repayments of) short-term borrowings, net
    2,000       (3,000 )     (12,800 )
Proceeds from issuance of common stock
                4,710  
Payments on long-term obligations
    (29 )     (3,317 )     (536 )
Proceeds from stock option exercises
          475       412  
Proceeds from collection of shareholder notes receivable
    680       2,157       1,021  
Additional rights offering costs
          (41 )      
 
                 
Net cash used in financing activities
    (725 )     (6,293 )     (7,193 )
 
                 
Net increase (decrease) in cash and cash equivalents
    (4,739 )     4,454       (1,136 )
Cash and cash equivalents, beginning of year
    5,375       921       2,057  
 
                 
Cash and cash equivalents, end of year
  $ 636     $ 5,375     $ 921  
 
                 
Supplemental Information -
                       
Cash paid during the year for:
                       
Interest
  $ 66     $ 179     $ 443  
 
                 
Income taxes
  $ 4,899     $ 4,170     $ 6,362  
 
                 
Noncash Investing and Financing Activities:
                       
Exercise of stock options using shareholder notes receivable
  $     $     $ 4,789  
 
                 
5% Stock dividend
  $     $     $ 2,167  
 
                 
Tax receivable increase related to stock option exercise
  $     $ 72     $ 36  
 
                 
Stock purchases using shareholder notes receivable
  $     $     $ 1,952  
 
                 
Declared dividends payable
  $ 4,052     $ 3,232     $ 2,567  
 
                 
Acquisition of property under capital lease
  $     $     $ 68  
 
                 

     In November 2003, the Company acquired all of the outstanding common shares of Maui Fresh International, Inc. for 576,924 shares of the Company’s common stock, valued at $4.05 million, plus acquisition costs of $65,000. See Note 1 for further explanation. The following table summarizes the estimated fair values of the non-cash assets acquired and liabilities assumed at the date of acquisition.

         
(in thousands)   2004  
Fixed assets
  $ 114  
Goodwill
    3,526  
Intangible assets
    867  
 
     
Total non-cash assets acquired
    4,507  
Current liabilities
    110  
Deferred tax liabilities assumed
    347  
 
     
Net non-cash assets acquired
  $ 4,050  
 
     

See accompanying notes to consolidated financial statements.

 


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CALAVO GROWERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of the business

Business

     Calavo Growers, Inc. (Calavo, the Company, we, us or our) procures and markets avocados and other perishable commodities and prepares and distributes processed avocado products. Our expertise in marketing and distributing avocados, processed avocados, and other perishable foods allows us to deliver a wide array of fresh and processed food products to food distributors, produce wholesalers, supermarkets, and restaurants on a worldwide basis. Through our two operating facilities in southern California and two facilities in Mexico, we sort and pack avocados procured in California and Mexico and prepare processed avocado products. Additionally, we procure avocados internationally, principally from Mexico, Chile, and the Dominican Republic, and distribute other perishable foods, such as Hawaiian grown papayas. We report these operations in three different business segments: (1) California avocados, (2) international avocados and perishable food products and (3) processed products.

     In order to diversify our product lines and increase synergies within the marketplace, we acquired all the outstanding common shares of Maui Fresh International, Inc. (Maui) for 576,924 shares of our common stock valued at $4.05 million in November 2003, plus acquisition costs of $65,000. Maui is a specialty produce company servicing a wide array of retail, food service, and terminal market wholesale customers with over 20 different specialty commodities. The value of our common stock issued in conjunction with the acquisition was based on the average quoted market price of our common stock for three days before and after the announcement date.

     As security for certain potential contingencies, such as unrecorded liabilities, we held approximately 58,000 shares issued in conjunction with such acquisition for one full year from the acquisition date. As no contingencies developed, which was in accordance with our expectations, we are in the process of releasing these shares to the original Maui shareholders.

     The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. The differences from the previously reported amounts of goodwill and intangible assets of $867,000 resulted from the finalization of our valuation information in the second quarter of fiscal 2004.

         
(in thousands)   2004  
Fixed assets
  $ 114  
Goodwill
    3,591  
Intangible assets
    867  
 
     
Total assets acquired
    4,572  
Current liabilities
    110  
Deferred tax liabilities
    347  
 
     
Net assets acquired
  $ 4,115  
 
     

     Pro forma statement of operations information is not presented, as the acquisition was not deemed to be a material business combination.

Conversion to a For-Profit Corporation

     On October 9, 2001, we completed a series of transactions whereby common and preferred shareholders of Calavo Growers of California, an agricultural marketing cooperative association, exchanged all of their outstanding shares for shares of our common stock. Concurrent with this transaction, the Cooperative was merged into Calavo, with Calavo emerging as the surviving entity. These transactions had the effect of converting the legal structure of the business from a not-for-profit cooperative to a for-profit corporation. Accordingly, the accompanying consolidated financial statements give retroactive effect, for all periods presented, to the merger, as a combination of entities with common shareholders, accounted for in a manner similar to a pooling of interests.

2. Basis of Presentation and Summary of Significant Accounting Policies

     The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.

     Our consolidated financial statements include the accounts of Calavo Growers, Inc. and our wholly owned subsidiaries, Calavo Foods, Inc.; Calavo de Mexico S.A. de C.V.; and Calavo Foods de Mexico S.A. de C.V. All intercompany accounts and transactions have been eliminated.

 


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Cash and Cash Equivalents

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

Inventories

     Inventories are stated at the lower of cost on a weighted-average basis, which approximates the first-in, first-out method, or market. Costs included in inventory primarily include the following: fruit, picking and hauling, overhead, labor, materials and freight.

Loans to Growers

     We sponsor a grower loan program. Pursuant to this program, we provide loans to growers, bearing interest at prevailing market rates and repayable generally within a 12-month period. These loans are secured by the growers’ avocado crops. We periodically evaluate the ability of these growers to repay advances in order to evaluate the possible need to record an allowance. No significant allowance was required at October 31, 2004.

Property, Plant, and Equipment

     Property, plant, and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. Leasehold improvements are stated at cost and amortized over the lesser of their estimated useful lives or the term of the lease, using the straight-line method. The principal estimated useful lives are: buildings and improvements — 7 to 30 years; leasehold improvements — the lesser of the term of the lease or 7 years; equipment — 7 years; information systems hardware and software — 36 to 60 months. Significant renewals and betterments are capitalized and replaced units are written off. Maintenance and repairs are charged to expense.

     We capitalize software development costs for internal use in accordance with Statement of Position 98-1, Accounting for Costs of Computer Software Developed or Obtained for Internal Use (SOP 98-1). Capitalization of software development costs begins in the application development stage and ends when the asset is placed into service. We amortize such costs using the straight-line basis over estimated useful lives. Pursuant to SOP 98-1, we capitalized $254,000 and $88,000 of software development and acquisition costs in 2004 and 2003 relating to systems supporting our business infrastructure.

Goodwill and Acquired Intangible Assets

     The purchase method of accounting for business combinations requires us to make use of estimates and judgments to allocate the purchase price paid for acquisitions to the fair value of the net tangible and identifiable intangible assets. Goodwill is tested for impairment annually, or when a possible impairment is indicated, using the fair value based test prescribed by Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets. The impairment test requires us to compare the fair value of business reporting units to carrying value, including goodwill. We primarily use an “income approach” (which considers the present value of future cash flows) in combination with a “market approach” (which considers what other purchasers in the marketplace have paid for similar businesses) to determine fair value. Future cash flows typically include operating cash flows for the business for five years and an estimated terminal value. Management judgment is required in the estimation of future operating results and to determine the appropriate terminal values. Future operating results and terminal values could differ from the estimates and could require a provision for impairment in a future period. We performed our annual assessment of goodwill and determined that no impairment existed as of October 31, 2004.

     Included in other assets in the accompanying consolidated financial statements are the following intangible assets: customer-related intangibles of $590,000 (accumulated amortization of $88,000 at October 31, 2004), brand name intangibles of $275,000 and other identified intangibles totaling $2,000 (accumulated amortization of $1,000 at October 31, 2004). The customer-related intangibles and other identified intangibles are being amortized over five and two years. The intangible asset related to the brand name currently has an indefinite remaining useful life and, as a result, is not currently subject to amortization. We anticipate recording amortization expense of approximately $119,000 per annum from fiscal 2005 through fiscal 2008, with the remaining amortization expense of approximately $27,000 recorded in fiscal 2009.

Long-lived Assets

     Long-lived assets, including fixed assets and intangible assets (other than goodwill), are continually monitored and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be

 


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recoverable. The determination of recoverability is based on an estimate of undiscounted cash flows expected to result from the use of an asset and its eventual disposition. The estimate of undiscounted cash flows is based upon, among other things, certain assumptions about future operating performance, growth rates and other factors. Estimates of undiscounted cash flows may differ from actual cash flows due to, among other things, technological changes, economic conditions, changes to the business model or changes in operating performance. If the sum of the undiscounted cash flows (excluding interest) is less then the carrying value, an impairment loss will be recognized, measured as the amount by which the carrying value exceeds the fair value of the asset. We have evaluated our long-lived assets and have not identified any significant impairment as of October 31, 2004.

     Long-lived assets held for sale are reported at the lower of carrying amount or fair value less cost to sell.

Advances to Suppliers

     We advance funds to third-party growers primarily in California and Mexico for various farming needs. These advances are generally secured with a crop lien or other collateral owned by the grower. We continuously evaluate the ability of these growers to repay advances and the fair value of the collateral in order to evaluate the possible need to record an allowance. No such allowance was required at October 31, 2004.

Accrued Expenses

     Included in accrued expenses at October 31, 2004 and 2003 are accrued management bonuses of approximately $0.7 million and $1.0 million.

Revenue Recognition

     Sales of products and related costs of products sold are recognized when persuasive evidence of an arrangement exists, shipment has been made, title passes, the price is fixed or determinable and collectibility is reasonably assured. Service revenue, including freight, ripening, storage, bagging and palletization charges, is recorded when services are performed and sales of the related products are delivered.

Promotional Allowances

     We provide for promotional allowances at the time of sale, based on our historical experience. Our estimates are generally based on evaluating the average length of time between the product shipment date and the date on which we pay the customer the promotional allowance. The product of this lag factor and our historical promotional allowance payment rate is the basis for the promotional allowance included in accrued expenses on our balance sheet. Actual amounts may differ from these estimates and such differences are recognized as an adjustment to net sales in the period they are identified.

Allowance for Accounts Receivable

     We provide an allowance for estimated uncollectible accounts receivable balances based on historical experience and the aging of the related accounts receivable.

Consignment Arrangements

     We enter into consignment arrangements with avocado growers and packers located outside of the United States and growers of certain perishable products in the United States. Although we generally do not take legal title to avocados and perishable products, we do assume responsibilities (principally assuming credit risk, inventory loss and delivery risk, and limited pricing risk) that are consistent with acting as a principal in the transaction. Accordingly, the accompanying financial statements include sales and cost of sales from the sale of avocados and perishable products procured under consignment arrangements. Amounts recorded for each of the fiscal years ended October 31, 2004, 2003 and 2002 in the financial statements pursuant to consignment arrangements are as follows (in thousands):

                         
    2004     2003     2002  
Sales
  $ 26,878     $ 33,675     $ 27,960  
Cost of Sales
    25,985       31,900       26,608  
 
                 
Gross Margin
  $ 893     $ 1,775     $ 1,352  
 
                 

 


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Advertising Expense

     Advertising costs are expensed when incurred. Such costs in fiscal 2004, 2003, and 2002 were approximately $213,000, $223,000, and $245,000.

Use of Estimates

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

Income Taxes

     We account for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes. This statement requires the recognition of deferred tax liabilities and assets for the future consequences of events that have been recognized in our consolidated financial statements or tax returns. Measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and tax bases of our assets and liabilities result in a deferred tax asset, SFAS No. 109 requires an evaluation of the probability of being able to realize the future benefits indicated by such asset. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

Basic and Diluted Net Income per Share

     Basic earnings per share is calculated using the weighted-average number of common shares outstanding during the period without consideration of the dilutive effect of stock options. The basic weighted-average number of common shares outstanding was 13,497,000, 12,911,000, and 11,562,000 for fiscal years 2004, 2003, and 2002. Diluted earnings per common share is calculated using the weighted-average number of common shares outstanding during the period after consideration of the dilutive effect of stock options, which were 85,000, 33,000 and 42,000 for fiscal years 2004, 2003 and 2002. There were no anti-dilutive options for fiscal years 2004, 2003 and 2002.

Stock-Based Compensation

     As permitted by SFAS No. 123, Accounting for Stock-Based Compensation, which was amended by SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, the Company accounts for stock-based compensation under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”) and related interpretations.

                         
    Year ended  
    October 31,  
    2004     2003     2002  
Net Income:
                       
As reported
  $ 6,210     $ 7,160     $ 6,915  
Add: Total stock-based compensation expense determined under APB 25 and related interpretations, net of tax effects
    28              
Deduct: Total stock-based compensation expense determined under fair value based method for all awards, net of tax effects
    (28 )           (703 )
 
                 
Pro forma
  $ 6,210     $ 7,160     $ 6,212  
 
                 
 
                       
Net income per share, as reported:
                       
Basic
  $ 0.46     $ 0.55     $ 0.60  
Diluted
  $ 0.46     $ 0.55     $ 0.60  
 
                       
Net income per share, pro forma:
                       
Basic
  $ 0.46     $ 0.55     $ 0.54  
Diluted
  $ 0.46     $ 0.55     $ 0.54  

 


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     For purposes of pro forma disclosures under SFAS No. 123, the estimated fair value of the options is assumed to be amortized to compensation expense over the options’ vesting period. The fair value of the options granted in fiscal year 2004 and 2002 has been estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions:

                 
    2004     2002  
Risk-free interest rate
    3.3 %     2.0 %
Expected volatility
    26.9 %     130 %
Dividend yield
    20 %     %
Expected life (years)
    5       1.1  
Weighted-average fair value of options granted
  $ 3.01     $ 1.04  

     The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because options held by our directors have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in our opinion, the existing models do not necessarily provide a reliable single measure of the fair value of these options.

Foreign Currency Translation and Remeasurement

     Our foreign operations are subject to exchange rate fluctuations and foreign currency transaction costs. The functional currency of our foreign subsidiaries is the United States 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 are included in income. Gains and losses resulting from foreign currency transactions are also recognized currently in income. Total foreign currency gains and losses for each of the three years ended October 31, 2004 do not exceed $0.1 million.

Fair Value of Financial Instruments

     We believe that the carrying amounts of cash and cash equivalents, accounts receivable, notes receivable from shareholders, accounts payable, and fixed-rate long-term obligations approximate fair value due to the short maturity of these financial instruments.

Derivative Financial Instruments

     We do not presently engage in derivative or hedging activities. In addition, we have reviewed agreements and contracts and have determined that we have no derivative instruments, nor do any of our agreements and contracts contain embedded derivative instruments, as of October 31, 2004.

Recent Accounting Pronouncements

     In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4 (SFAS 151), to clarify that abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) should be recognized as current period charges, and that fixed production overheads should be allocated to inventory based on normal capacity of production facilities. This statement is effective for the Company’s fiscal year beginning November 1, 2005. We are in the process of evaluating whether the adoption of SFAS 151 will have a significant impact on our overall results of operations or financial position.

     In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions (SFAS 153). The amendments made by SFAS 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance. The Statement is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges occurring in fiscal periods beginning after the date of issuance. The provisions of this Statement shall be applied prospectively. We do not expect the adoption of SFAS 153 will have a significant impact on our overall results of operations or financial position.

     In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS 123(R)). SFAS 123(R) requires the recognition of compensation cost relating to share-based payment transactions in financial statements. That cost will be

 


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measured based on the fair value of the equity or liability instruments issued as of the grant date, based on the estimated number of awards that are expected to vest. SFAS 123(R) covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. Statement 123(R) replaces FASB Statement No. 123, Accounting for Stock-Based Compensation (SFAS 123), and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees (Opinion 25). Statement 123(R) is effective for the interim period that begins August 1, 2005. As a public company, we are allowed to select from three alternative transition methods—each having different reporting implications. We have not completed our evaluation or determined the impact of adopting SFAS 123(R).

Comprehensive Income

     Comprehensive income is defined as all changes in a company’s net assets, except changes resulting from transactions with shareholders. There was no significant difference between comprehensive income and net income for the fiscal years ended October 31, 2004, 2003, and 2002.

Reclassifications

     Certain items in the prior period financial statements have been reclassified to conform to the current period presentation.

3. Inventories

     Inventories consist of the following (in thousands):

                 
    October 31,  
    2004     2003  
Fresh fruit
  $ 3,424     $ 2,918  
Packing supplies and ingredients
    2,081       1,974  
Finished processed foods
    5,870       3,129  
 
           
 
  $ 11,375     $ 8,021  
 
           

     Cost of goods sold for fiscal year 2004, 2003, and 2002 includes inventory write-downs of $285,000, $82,000 and $63,000. Write-downs in fiscal year 2004 primarily related to improper handling of product, which we believe related to a subcontractor’s error. We are currently in discussions with such subcontractor regarding the handling of our product and will recognize recoveries, if any, when realized. For fiscal years 2003 and 2002, our write-downs were primarily related to reduced customer demand and the discontinuance of various supplies for certain processed avocado products.

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

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

     We may retain and make available for sale some or all of the inventories which have been written down. In the event that actual demand is higher than originally projected, we may be able to sell a portion of these inventories in the future. We generally scrap inventories which have been written down and are identified as obsolete.

 


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4. Property, Plant, and Equipment

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

                 
    October 31,  
    2004     2003  
Land
  $ 948     $ 1,177  
Buildings and improvements
    13,342       9,800  
Leasehold improvements
    228       176  
Equipment
    28,387       23,680  
Information systems - Hardware and software
    3,927       3,001  
Construction in progress
    1,675       5,054  
 
           
 
    48,507       42,888  
Less accumulated depreciation and amortization
    (31,080 )     (29,767 )
 
           
 
  $ 17,427     $ 13,121  
 
           

     The net book value of our corporate headquarters building, totaling approximately $1.7 million, is recorded as Building held for sale in the accompanying balance sheet. See note 15 for further discussion. Depreciation expense was $2.6 million, $2.0 million and $2.0 million for fiscal years 2004, 2003, and 2002.

5. Other Assets

     During 1999, we established a Grower Development Program whereby funds could be advanced to growers in exchange for their commitment to deliver a minimum volume of avocados on an annual basis. As of October 31, 2004 and 2003, total cumulative advances made to growers subject to this program totaled approximately $2,113,000, and we advanced no additional amounts in fiscal year 2004 pursuant to this program. Advances are amortized, through fiscal year 2006, to cost of goods sold over the term of the related agreement. The financial statements for fiscal years 2004, 2003 and 2002 include a charge of approximately $322,000, $308,000 and $293,000 representing the amortization of these advances.

6. Short-Term Borrowings

     In January 2004, we renewed our two short-term, non-collateralized, revolving credit facilities. These credit facilities expire in January 2006 and April 2006 and are with separate banks. Under the terms of these agreements, we are advanced funds for working capital purposes. Total credit available under the combined short-term borrowing agreements was $24 million, with a weighted-average interest rate of 2.9% and 2.0% at October 31, 2004 and 2003. Under these credit facilities, we had $2 million and $0 outstanding as of October 31, 2004 and 2003. The credit facilities contain various financial covenants with which we were in compliance at October 31, 2004.

7. Employee Benefit Plans

     We sponsor two defined contribution retirement plans for salaried and hourly employees. Expenses for these plans approximated $409,000, $411,000, and $402,000 for fiscal years 2004, 2003 and 2002, which are included in selling, general and administrative expenses in the accompanying financial statements.

     We also sponsor a non-qualified defined benefit plan for two retired executives. Pension expenses and actuarial losses approximated $49,000, $59,000, and $126,000 for the years ended October 31, 2004, 2003, and 2002, which are included in selling, general and administrative expenses in the accompanying financial statements.

     Components of the change in projected benefit obligation for fiscal year ends consist of the following (in thousands):

                 
    2004     2003  
Change in projected benefit obligation:
               
Projected benefit obligation at beginning of year
  $ 506     $ 502  
Interest cost
    30       32  
Actuarial loss
    19       27  
Benefits paid
    (55 )     (55 )
 
           
Projected benefit obligation at end of year (unfunded)
  $ 500     $ 506  
 
           

 


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     The following is a reconciliation of the unfunded status of the plans at fiscal year ends included in accrued expenses (in thousands):

                 
    2004     2003  
Projected benefit obligation
  $ 500     $ 506  
Unrecognized net (gain) loss
          (49 )
 
           
Recorded pension liabilities
  $ 500     $ 457  
 
           

     Significant assumptions used in the determination of pension expense consist of the following:

                         
    2004     2003     2002  
Discount rate on projected benefit obligation
    6.25 %     6.25 %     6.75 %

8. Commitments and Contingencies

Commitments and guarantees

     We lease facilities and certain equipment under non cancelable operating leases expiring at various dates through 2009. We are committed to make minimum cash payments under these agreements as of October 31, 2004 as follows (amounts in thousands):

         
2005
  $ 862  
2006
    836  
2007
    616  
2008
    273  
2009
    1  
 
     
 
  $ 2,588  
 
     

     Rental expenses amounted to approximately $1,121,000, $1,163,000, and $1,296,000 for the years ended October 31, 2004, 2003, and 2002.

     We indemnify our directors and have the power to indemnify each of our officers, employees and other agents, to the maximum extent permitted by applicable law. The maximum amount of potential future payments under such indemnifications is not determinable. No amounts have been accrued in the accompanying financial statements.

     In June 2003, in order to facilitate the operations of one of our processed avocado product suppliers, we entered into a contract guaranteeing payment of certain invoices rendered to such supplier. The term of this guarantee is from June 2003 through December 2004, but can be cancelled at any time at our discretion. Additionally, the maximum amount subject to guarantee at any one time cannot exceed $90,000. As of October 31, 2004, no amounts or orders were outstanding and all amounts owed by such supplier related to this guarantee have been remitted. We did not record a liability at inception related to this guarantee contract as we do not believe that we will make any future payments under such guarantee and the fair value was insignificant.

Litigation

     We are not involved in litigation which we believe will have a material adverse impact on our financial statements.

9. Related-Party Transactions

     We sell papayas procured from an entity owned by the Chairman of our Board of Directors and CEO. Sales of papayas amounted to approximately $6,846,000, $2,920,000, and $2,658,000 for the years ended October 31, 2004, 2003, and 2002, resulting in gross margins of approximately $864,000, $281,000 and $272,000. Net amounts due to this entity approximated $113,000, $278,000, and $119,000 at October 31, 2004, 2003, and 2002.

 


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     Certain members of our Board of Directors market avocados through Calavo pursuant to our customary marketing agreements. During the years ended October 31, 2004 and 2003, the aggregate amount of avocados procured from entities owned or controlled by members of our Board of Directors, was $4.7 million and $4.5 million. Accounts payable to these Board members were $0.3 million and $0.3 million as of October 31, 2004 and 2003.

10. Income Taxes

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

                         
    2004     2003     2002  
Current:
                       
Federal
  $ 3,018     $ 3,639     $ 4,540  
State
    844       825       1,181  
Foreign
    25       81       572  
 
                 
Total current
    3,887       4,545       6,293  
Deferred
    (320 )     (226 )     (566 )
 
                 
Total income tax provision
  $ 3,567     $ 4,319     $ 5,727  
 
                 

     At October 31, 2004 and 2003, gross deferred tax assets totaled approximately $2,061,000 and $1,634,000, while gross deferred tax liabilities totaled approximately $1,126,000 and $672,000. Deferred income taxes reflect the net of temporary differences between the carrying amount of assets and liabilities for financial reporting and income tax purposes. Significant components of our deferred taxes as of October 31, 2004 and 2003 are as follows:

                 
    2004     2003  
Allowances for accounts receivable
  $ 679     $ 543  
Inventories
    647       273  
State taxes
    257       271  
Accrued liabilities
    192       292  
 
           
Current deferred income taxes
    1,775       1,379  
 
           
Property, plant, and equipment
    (739 )     (614 )
Intangible assets
    (339 )      
Retirement benefits
    217       197  
Other
    21        
 
           
Long-term deferred income taxes
  $ (840 )   $ (417 )
 
           

     A reconciliation of the significant differences between the federal statutory income tax rate and the effective income tax rate on pretax income is as follows:

                         
    2004     2003     2002  
Federal statutory tax rate
    35 %     35 %     35 %
State taxes, net of federal effects
    5       4       6  
Foreign income taxes greater (less) than U.S.
    (3 )     (1 )     2  
Benefit of lower federal tax brackets
    (1 )     (1 )     (1 )
Other
          1       3  
 
                 
 
    36 %     38 %     45 %
 
                 

     We intend to reinvest our foreign earnings, which approximated $2.4 million at October 31, 2004, indefinitely. As a result, we have not provided any deferred income taxes on such unremitted earnings.

     For fiscal years 2004 and 2003, income before income taxes related to domestic operations was approximately $9.0 million and $11.1 million. For fiscal years 2004 and 2003, income before income taxes related to foreign operations was approximately $0.8 million and $0.4 million.

     We are currently under examination by the Internal Revenue Service for the years ended October 31, 2002 and October 31, 2003, as well as the Mexican tax authorities for the tax year ended December 31, 2002. We do not believe that the settlement of such examinations will have a material adverse impact on our financial statements.

 


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11. Segment Information

     We operate and track results in three reportable segments — California avocados, international avocados and perishable foods products, and processed products. These three business segments are presented based on our management structure and information used by our president to measure performance and allocate resources. The California avocados segment includes all operations that involve the distribution of avocados grown in California. The international avocados and perishable foods products segment includes both operations related to distribution of fresh avocados grown outside of California and distribution of other perishable food items. Additionally, the results of operations related to Maui have also been included in international avocados and perishable foods products segment. The processed products segment represents all operations related to the purchase, manufacturing, and distribution of processed avocado products. Those costs that can be specifically identified with a particular product line are charged directly to that product line. Costs that are not segment specific are generally allocated based on five-year average sales dollars. We do not allocate assets or specifically identify them to our operating segments.

                                         
            International                    
            avocados                    
            and                    
            perishable                    
    California     food     Processed     Inter-segment        
    avocados     products     products     eliminations     Total  
    (All amounts are presented in thousands)  
Year ended October 31, 2004
                                       
Net sales
  $ 163,486     $ 94,423     $ 32,749     $ (16,440 )   $ 274,218  
Cost of sales
    146,384       89,465       29,405       (16,440 )     248,814  
 
                             
Gross margin
    17,102       4,958       3,344             25,404  
Selling, general and administrative
    7,190       3,850       4,880             15,920  
Restructuring charge
                185             185  
 
                             
Operating income (loss)
    9,912       1,108       (1,721 )           9,299  
Other income, net
    334       125       19             478  
 
                             
Income (loss) before provision (benefit) for income taxes
    10,246       1,233       (1,702 )           9,777  
Provision (benefit) for income taxes
    3,738       450       (621 )           3,567  
 
                             
Net income (loss)
  $ 6,508     $ 783     $ (1,081 )   $     $ 6,210  
 
                             
 
                                       
Year ended October 31, 2003
                                       
Net sales
  $ 149,635     $ 75,347     $ 32,360     $ (10,581 )   $ 246,761  
Cost of sales
    134,762       69,890       27,343       (10,581 )     221,414  
 
                             
Gross margin
    14,873       5,457       5,017             25,347  
Selling, general and administrative
    6,705       2,951       4,995             14,651  
Restructuring charge
                106             106  
 
                             
Operating income (loss)
    8,168       2,506       (84 )           10,590  
Other income, net
    714       162       13             889  
 
                             
Income (loss) before provision (benefit) for income taxes
    8,882       2,668       (71 )           11,479  
Provision (benefit) for income taxes
    3,341       1,004       (26 )           4,319  
 
                             
Net income (loss)
  $ 5,541     $ 1,664     $ (45 )   $     $ 7,160  
 
                             
 
                                       
Year ended October 31, 2002
                                       
Net sales
  $ 165,077     $ 59,083     $ 29,960     $ (11,449 )   $ 242,671  
Cost of sales
    147,796       55,372       25,129       (11,449 )     216,848  
 
                             
Gross margin
    17,281       3,711       4,831             25,823  
Selling, general and administrative
    6,729       2,779       4,373             13,881  
 
                             
Operating income
    10,552       932       458             11,942  
Other income (expense), net
    523       256       (79 )           700  
 
                             
Income before provision for income taxes
    11,075       1,188       379             12,642  
Provision for income taxes
    5,017       538       172             5,727  
 
                             
Net income
  $ 6,058     $ 650     $ 207     $     $ 6,915  
 
                             

 


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

                                 
    Year ended October 31, 2004  
            International              
            avocados and              
    California     perishable food     Processed        
    avocados     products     products     Total  
Third-party sales:
                               
California avocados
  $ 150,159     $     $     $ 150,159  
Imported avocados
          54,589             54,589  
Papayas
          6,846             6,846  
Specialities and tropicals
          14,233             14,233  
Processed - food service
                27,352       27,352  
Processed - retail and club
                4,285       4,285  
 
                       
Total fruit and product sales to third-parties
    150,159       75,668       31,637       257,464  
Freight and other charges
    11,946       10,968       534       23,448  
 
                       
Total third-party sales
    162,105       86,636       32,171       280,912  
Less sales incentives
    (131 )     (48 )     (6,515 )     (6,694 )
 
                       
Total net sales to third-parties
    161,974       86,588       25,656       274,218  
Intercompany sales
    1,512       7,835       7,093       16,440  
 
                       
Net sales before eliminations
  $ 163,486     $ 94,423     $ 32,749       290,658  
 
                         
Intercompany sales eliminations
                            (16,440 )
 
                             
Consolidated net sales
                          $ 274,218  
 
                             
                                 
    Year ended October 31, 2003  
            International              
            avocados and              
    California     perishable food     Processed        
    avocados     products     products     Total  
Third-party sales:
                               
California avocados
  $ 140,795     $     $     $ 140,795  
Imported avocados
          56,306             56,306  
Papayas
          2,920             2,920  
Specialities and tropicals
          30             30  
Processed - food service
                28,545       28,545  
Processed - retail and club
                5,165       5,165  
 
                       
Total fruit and product sales to third-parties
    140,795       59,256       33,710       233,761  
Freight and other charges
    8,997       10,079       290       19,366  
 
                       
Total third-party sales
    149,792       69,335       34,000       253,127  
Less sales incentives
    (157 )     (251 )     (5,958 )     (6,366 )
 
                       
Total net sales to third-parties
    149,635       69,084       28,042       246,761  
Intercompany sales
          6,263       4,318       10,581  
 
                       
Net sales before eliminations
  $ 149,635     $ 75,347     $ 32,360       257,342  
 
                         
Intercompany sales eliminations
                            (10,581 )
 
                             
Consolidated net sales
                          $ 246,761  
 
                             

 


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    Year ended October 31, 2002  
            International              
            Avocados and              
    California     Perishable Food     Processed        
    Avocados     Products     Products     Total  
Third-party sales:
                               
California avocados
  $ 153,878     $     $     $ 153,878  
Imported avocados
          43,715             43,715  
Papayas
          2,658             2,658  
Specialities and tropicals
          42             42  
Processed - food service
                24,964       24,964  
Processed - retail and club
                5,141       5,141  
 
                       
Total fruit and product sales to third-parties
    153,878       46,415       30,105       230,398  
Freight and other charges
    11,381       7,540       217       19,138  
 
                       
Total third-party sales
    165,259       53,955       30,322       249,536  
Less sales incentives
    (182 )     (150 )     (6,533 )     (6,865 )
 
                       
Total net sales to third-parties
    165,077       53,805       23,789       242,671  
Intercompany sales
          5,278       6,171       11,449  
 
                       
Net sales before eliminations
  $ 165,077     $ 59,083     $ 29,960       254,120  
 
                       
Intercompany sales eliminations
                            (11,449 )
 
                             
Consolidated net sales
                          $ 242,671  
 
                             

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

                         
    United States     Mexico     Consolidated  
2004
  $ 11,761     $ 12,697     $ 24,458  
2003
  $ 9,951     $ 6,939     $ 16,890  

     Sales to customers outside the United States were approximately $16.2 million, $15.7 million and $9.8 million for the three years ended October 31, 2004.

12. Stock-Based Compensation

     In November 2001, our Board of Directors approved two stock-based compensation plans.

The Directors Stock Option Plan

     Participation in the directors stock option plan is limited to members of our Board of Directors. The plan makes available to the Board of Directors, or a plan administrator, the right to grant options to purchase up to 3,000,000 shares of common stock. In connection with the adoption of the plan, the Board of Directors approved an award of fully vested options to purchase 1,240,000 shares of common stock at an exercise price of $5.00 per share.

     In January 2002, members of our Board of Directors elected to exercise options to purchase approximately 1,005,000 shares of common stock. The exercise price was paid by delivery of full-recourse promissory notes with a face value of $4,789,000 and by cash payments of approximately $236,000. These notes and the related security agreements provide, among other things, that each director pledge as collateral the shares acquired upon exercise of the stock option, as well as additional shares of common stock held by the directors with a value equal to 10% of the loan amount, if the exercise price was paid by means of a full-recourse note. The notes, which bear interest at 7% per annum, provide for annual interest payments with a final principal payment due March 1, 2007. Directors will be allowed to withdraw shares from the pledged pool of common stock prior to repayment of their notes, as long as the fair value of the remaining pledged shares is at least equal to 120% of the outstanding note balance. The notes have been presented as a reduction of shareholders’ equity as of October 31, 2004 and 2003.

     During fiscal 2004, directors made principal payments of $416,000 related to these notes and we have recorded interest income of $189,000. During fiscal 2003, directors made principal payments of $1,661,000 related to these notes and we have recorded interest income of $269,000. As of October 31, 2004, we have accrued interest receivable of $109,000 related to these notes, which is included in prepaid expenses and other current assets.

 


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     In December 2003, our Board of Directors approved the issuance of options to acquire a total of 50,000 shares of our common stock to two members of our Board of Directors. Each option to acquire 25,000 shares vests in substantially equal installments over a three-year period, has an exercise price of $7.00 per share, and has a term of five years from the grant date. The market price of our common stock at the grant date was $10.01. In accordance with APB 25, we are recording compensation expense of approximately $151,000 over the vesting period of three years from the grant date. During fiscal year 2004, we recognized $46,000 of compensation expense with respect to stock option awards pursuant to APB 25.

     A summary of stock option activity follows (shares in thousands):

                 
    Year ended October 31, 2003  
            Weighted-Average  
    Number of Shares     Exercise Price  
Outstanding at beginning of period
    200     $ 5.00  
Exercised
    (95 )     5.00  
 
             
Outstanding at end of period
    105     $ 5.00  
 
             
Exercisable at end of period
    105     $ 5.00  
 
             
                 
    Year ended October 31, 2004  
            Weighted-Average  
    Number of Shares     Exercise Price  
Outstanding at beginning of period
    105     $ 5.00  
Granted
    50       7.00  
 
             
Outstanding at end of period
    155     $ 5.65  
 
             
Exercisable at end of period
    105     $ 5.00  
 
             
Weighted-average fair value of options granted during the year
          $ 3.02  

     The following table summarizes stock options outstanding and exercisable at October 31, 2004 (shares in thousands):

                         
    Outstanding
            Average    
            Remaining    
Range of   Number of   Contractual Life   Weighted-Average
Exercise Prices   Shares   (Years)   Exercise Price
$ 5.00 — $7.00
    155       2.73     $ 5.65  

The Employee Stock Purchase Plan

     The employee stock purchase plan was approved by our Board of Directors and shareholders. Participation in the employee stock purchase plan is limited to employees. The plan provides the Board of Directors, or a plan administrator, the right to make available up to 2,000,000 shares of common stock at a price not less than fair market value. In March 2002, the Board of Directors awarded selected employees the opportunity to purchase up to 474,000 shares of common stock at $7.00 per share, the closing price of our common stock on the date prior to the grant. The plan also permits us to advance all or some of the purchase price of the purchased stock to the employee upon the execution of a full-recourse note at prevailing interest rates. Accordingly, these awards expired in April 2002, with 84 participating employees electing to purchase approximately 279,000 shares.

     The purchase price was paid by delivery of full-recourse promissory notes with a face value of $1,352,000 and by cash payments of approximately $600,000. These notes and the related security agreements provide, among other things, that each employee pledge as collateral the shares acquired. The notes, which bear interest at 7% per annum, provide for annual interest and principal payments for a period of two to four years. The notes have been presented as a reduction of shareholders’ equity as of October 31, 2004 and October 2003.

     During fiscal 2003, employees made principal payments of $496,000 related to these notes, and we have recorded interest income of $97,000. During fiscal 2004, employees made principal payments of $263,000 related to these notes, and we have recorded interest income of $46,000. As of October 31, 2004, we have accrued interest receivable of $25,000 related to these notes, which is included in prepaid expenses and other current assets.

 


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13. Dividends

     In January 2005, we paid a $0.30 per share dividend in the aggregate amount of $4,052,000 to shareholders of record on November 15, 2004. In January 2004, we paid a $0.25 per share dividend in the aggregate amount of $3,376,000 to shareholders of record on November 17, 2003.

14. Processed Product Segment Restructuring

     In February 2003, our Board of Directors approved a plan whereby the operations of our processed products business would be relocated. The plan called for the closing of our Santa Paula, California and Mexicali, Baja California Norte processing facilities and the relocation of these operations to a new facility in Uruapan, Michoacan, Mexico. We believe that this restructuring will provide cost savings in the elimination of certain transportation costs, duplicative overhead structures, and savings in the overall cost of labor and services. The Uruapan facility commenced operations in February 2004 and the Santa Paula and Mexicali facilities were closed in February 2003 and August 2004.

     For Fiscal year 2004, we have incurred costs related to this restructuring approximating $1,013,000. Our income statement for the year ended October 31, 2004 includes $741,000 as cost of sales, $185,000 as special charges, and $87,000 as selling, general and administrative expenses. These costs are comprised of the following components as of and for the year ended October 31, 2004:

                                 
                            Reserves  
    Restructuring     Amounts     Non-cash     remaining  
(in thousands)   charges     paid     charges     to be utilized  
Special charges - employee separation costs
  $ 185     $ (185 )   $     $  
Selling, general and administrative - freight
    87       (87 )            
Cost of sales - facility operating costs
    741       (672 )     (69 )      
 
                       
 
  $ 1,013     $ (944 )   $ (69 )   $  
 
                       

     Special charges recorded during the year ended October 31, 2004 consist entirely of employee separation costs. All employee separation costs were paid in cash and represent final payments to 93 production and 8 managerial/administrative employees formerly working at our Mexicali processing facility. We have not recorded a significant charge relating to the write-down of production assets being held at our Mexicali production facility, as substantially all such assets were re-commissioned at our new facility in Uruapan or their carrying value was less than their fair value.

15. Corporate Headquarters Building

     In August 2004, we entered into an agreement to sell our corporate headquarters building located in Santa Ana, California for $3.4 million. Such transaction, however, fell out of escrow in November 2004. Then, in December 2004, we re-entered escrow, with a different buyer, to sell our corporate headquarters building for the same sales price. Escrow related to such transaction is expected to close in the second quarter of fiscal 2005, which is when we expect to complete the move of our corporate headquarters. We estimate that this transaction will result in a pre-tax gain on sale of approximately $3.0 million, if such transaction is consummated according to terms. We currently plan to relocate our corporate offices to Santa Paula, California.

 


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Calavo Growers, Inc.
Santa Ana, CA

     We have audited the accompanying consolidated balance sheets of Calavo Growers, Inc. and subsidiaries (the “Company”) as of October 31, 2004 and 2003, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended October 31, 2004. Our audits also included the financial statement schedules listed in the Index at Item 15 (a)(2). These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Calavo Growers, Inc. and subsidiaries as of October 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended October 31, 2004, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

/s/ DELOITTE & TOUCHE LLP

Costa Mesa, California

January 12, 2005

 


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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

     Not applicable.

Item 9A. Controls and Procedures

     An evaluation as of the end of the period covered by this report was carried out under the supervision and with the participation of our management, including our Chairman and Chief Executive Officer and our Chief Financial Officer. This evaluation related to the effectiveness of the design and operation of our “disclosure controls and procedures,” which are defined under Securities and Exchange Commission rules as controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within required time periods. Based upon that evaluation, our Chairman and Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.

     There were no significant changes in our internal control over financial reporting during the fiscal quarter ended October 31, 2004 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

     None

PART III

     Certain information required by Part III is omitted from this Annual Report because we will file a definitive Proxy Statement for the Annual Meeting of Shareholders pursuant to Regulation 14A of the Securities Exchange Act of 1934 (the “Proxy Statement”), not later than 120 days after the end of the fiscal year covered by this Annual Report, and the applicable information included in the Proxy Statement is incorporated herein by reference.

Item 10. Directors and Executive Officers of the Registrant

     Information regarding our executive officers is set forth under “Executive Officers” in Part I., Item 4 of this Annual Report.

     The remaining information required by Item 401 of Regulation S-K is incorporated herein by reference to the sections of the Proxy Statement entitled “Election of Directors” and “Audit Committee.”

     Information required by Item 405 of Regulation S-K is incorporated herein by reference to the section of the Proxy Statement entitled “Section 16(a) Beneficial Ownership Reporting Compliance.”

     We have adopted a code of ethics that applies to all of our directors, officers and employees. A copy of the code of ethics is posted on our Internet site at http://www.calavo.com. In the event that we make any amendment to, or grant any waiver of, a provision of the code of ethics that applies to our principal executive officer or principal financial officer and that requires disclosure under applicable SEC rules, we intend to disclose such amendment or waiver and the reasons for the amendment or waiver on our Internet site.

Item 11. Executive Compensation

     Information required by Item 402 of Regulation S-K is incorporated herein by reference to the sections of the Proxy Statement entitled “Executive Compensation” and “Directors’ Compensation.”

Item 12. Security Ownership of Certain Beneficial Owners and Management

     Information required by Items 201(d) and 403 of Regulation S-K is incorporated herein by reference to the sections of the Proxy Statement entitled “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management.”

 


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Item 13. Certain Relationships and Related Transactions

     We sell papayas procured from an entity owned by the Chairman of our Board of Directors and CEO. Sales of papayas amounted to approximately $6,846,000, $2,920,000, and $2,658,000 for the years ended October 31, 2004, 2003, and 2002, resulting in gross margins of approximately $864,000, $281,000 and $272,000. Net amounts due to this entity approximated $113,000, $278,000, and $119,000 at October 31, 2004, 2003, and 2002.

     Certain members of our Board of Directors market avocados through Calavo pursuant to our customary marketing agreements. During the years ended October 31, 2004 and 2003, the aggregate amount of avocados procured from entities owned or controlled by members of our Board of Directors, was $4.7 million and $4.5 million. Accounts payable to these Board members were $0.3 million and $0.3 million as of October 31, 2004 and 2003.

     Additional information required by Item 404 of Regulation S-K is incorporated herein by reference to the section of the Proxy Statement entitled “Certain Relationships and Related Transactions.”

Item 14. Principal Accountant’s Fees and Services

     Information required by this Item is incorporated herein by reference to the section of the Proxy Statement entitled “Principal Accountant Fees and Services.”

 


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Part IV

Item 15. Exhibits and Financial Statement Schedules

(a)   (1) Financial Statements

The following consolidated financial statements as of October 31, 2004 and 2003 and for each of the three years in the period ended October 31, 2004 are included herewith:

Consolidated Balance Sheets, Consolidated Statements of Income, Consolidated Statements of Cash Flows, Consolidated Statements of Shareholders’ Equity, Notes to Consolidated Financial Statements, and Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.

   (2) Supplemental Schedules

Schedule II — Valuation and Qualifying Accounts

All other schedules have been omitted since the required information is not present in amounts sufficient to require submission of the schedule, or because the required information is included in the consolidated financial statements or notes thereto.

   (3) Exhibits
         
Exhibit    
Number   Description
2.1
      Agreement and Plan of Merger and Reorganization dated as of February 20, 2001 between Calavo Growers, Inc. and Calavo Growers of California.*
2.2
      Agreement and Plan of Merger dated as of November 7, 2003 Among Calavo Growers, Inc., Calavo Acquisition, Inc., Maui Fresh International, Inc. and Arthur J. Bruno, Robert J. Bruno and Javier J. Badillo
3.1
      Articles of Incorporation of Calavo Growers, Inc.*
3.2
      Amended and Restated Bylaws of Calavo Growers, Inc.****
10.1
      Form of Marketing Agreement for Calavo Growers, Inc.
10.2
      Marketing Agreement dated as of April 1, 1996 between Tropical Hawaiian Products, Inc., a Hawaiian corporation, and Calavo Growers of California.*
10.3
      Lease Agreement (undated) between Tede S.A. de C.V., a Mexican corporation, and Calavo Foods de Mexico, S.A. de C.V., a Mexican corporation, including attached Guaranty of Calavo Growers of California dated October 25, 1994.*
10.4
      Lease Agreement dated as of November 21, 1997, between Tede S.A. de C.V., a Mexican corporation, and Calavo de Mexico, S.A. de C.V., a Mexican corporation, including attached Guaranty of Calavo Growers of California dated December 16, 1996.*
10.5
      Lease Intended as Security dated as of September 1, 2000 Between Banc of America Leasing & Capital, LLC, a Delaware limited liability company, and Calavo Growers of California.*
10.6
      Business Loan Agreement dated as of April 20, 1999 between Bank of America National Trust and Savings Association and Calavo Growers of California.*
10.7
      Amendment No. 2 to Business Loan Agreement (undated) Between Bank of America N.A. (formerly Bank of America National Trust and Savings Association) and Calavo Growers of California.*

 


Table of Contents

         
Exhibit    
Number   Description
10.8
      Reimbursement Agreement dated as of September 1, 1985 Between Security Pacific National Bank and Calavo Growers of California.*
10.9
      Amendment No. Two to Reimbursement Agreement dated as of August 22, 1995 between Bank of America National Trust and Savings Association (as successor to Security Pacific National Bank) and Calavo Growers of California.*
10.10
      Amendment No. Three to Reimbursement Agreement dated as of October 18, 2000 between Bank of America, N.A. (formerly Bank of America National Trust and Savings Association) and Calavo Growers of California.*
10.11
      Master Loan Agreement dated as of June 15, 2000 between CoBank, ACB and Calavo Growers of California, including Attached Revolving Credit Supplement dated June 15, 2000 Between CoBank, ACB and Calavo Growers of California.*
10.12
      Calavo Supplemental Executive Retirement Agreement dated March 11, 1989 between Egidio Carbone, Jr. and Calavo Growers of California.*
10.13
      Amendment to the Calavo Growers of California Supplemental Executive Retirement Agreement dated November 9, 1993 Between Egidio Carbone, Jr. and Calavo Growers of California.*
10.14
      2001 Stock Option Plan for Directors.**
10.15
      2001 Stock Purchase Plan for Officers and Employees.**
10.16
      Line of Credit Agreement between Farm Credit West, PCA and Calavo Growers, Inc., dated January 22, 2004
10.17
      Business Loan Agreement between Bank of America, N.A. and Calavo Growers, Inc., dated January 30, 2004
21.1
      Subsidiaries of Calavo Growers, Inc.*
23.1
      Consent of Deloitte & Touche LLP.
31.1
      Certification of Chief Executive Officer Pursuant to 15 U.S.C. § 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
      Certification of Chief Financial Officer Pursuant to 15 U.S.C. § 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
      Certification of Chief Executive Officer Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
      Certification of Chief Financial Officer Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*   Previously filed on April 24, 2001 as an exhibit to the Registrant’s Registration Statement on Form S-4, File No. 333-59418, and incorporated herein by reference.
 
**   Previously filed on December 18, 2001 as an exhibit to the Registrant’s Registration Statement on Form S-8, File No. 333-75378, and incorporated herein by reference.
 
***   Previously filed on August 15, 2001 as an exhibit to the Registrant’s Registration Statement on Form S-4, File No. 333-59418, and incorporated herein by reference.
 
****   Previously filed on December 19, 2002 as an exhibit to the Registrant’s Report on Form 8-K, and incorporated herein by reference.

 


Table of Contents

(b)   Exhibits

     See subsection (a) (3) above.

(c)   Financial Statement Schedules

     See subsection (a) (1) and (2) above.

 


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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on January 12, 2005.

         
  CALAVO GROWERS, INC
 
 
  By:   /s/ Lecil E. Cole    
    Lecil E. Cole   
    Chairman of the Board of Directors,
Chief Executive Officer and President 
 
 

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on January 12, 2005 by the following persons on behalf of the registrant and in the capacities indicated:

     
Signature
/s/ Lecil E. Cole
Lecil E. Cole
  Title
Chairman of the Board of Directors,
Chief Executive Officer and President
(Principal Executive Officer)
     
/s/ Arthur J. Bruno
Arthur J. Bruno
  Chief Operating Officer, Chief Financial Officer and Corporate Secretary
(Principal Financial Officer)
     
/s/ Donald M. Sanders
Donald M. Sanders
  Director
     
/s/ Fred J. Ferrazzano
Fred J. Ferrazzano
  Director
     
/s/ John M. Hunt
John M. Hunt
  Director
     
/s/ George H. Barnes
George H. Barnes
  Director
     
/s/ J. Link Leavens
J. Link Leavens
  Director
     
/s/ Alva V. Snider
Alva V. Snider
  Director
     
/s/ Michael D. Hause
Michael D. Hause
  Director
     
/s/ Dorcas H. McFarlane
Dorcas H. McFarlane
  Director
     
/s/ Scott Van Der Kar
Scott Van Der Kar
  Director

 


Table of Contents

SCHEDULE II

CALAVO GROWERS, INC.

VALUATION AND QUALIFYING ACCOUNTS (in thousands)

                                         
    Fiscal year     Balance at                     Balance at  
    ended     beginning                     end  
    October 31:     of year     Additions(1)     Deductions(2)     of year  
Allowance for customer deductions
    2002       515       4,885       5,139       261  
 
    2003       261       4,108       3,710       659  
 
    2004       659       7,698       7,335       1,022  
 
                                       
Allowance for doubtful accounts
    2002       9       35       19       25  
 
    2003       25       19       3       41  
 
    2004       41       25       1       65  


(1)   Charged to net sales (customer deductions) or costs and expenses (doubtful accounts).
 
(2)   Write-off of assets

 


Table of Contents

EXHIBIT INDEX

         
Exhibit    
Number   Description
2.1
      Agreement and Plan of Merger and Reorganization dated as of February 20, 2001 between Calavo Growers, Inc. and Calavo Growers of California.*
2.2
      Agreement and Plan of Merger dated as of November 7, 2003 Among Calavo Growers, Inc., Calavo Acquisition, Inc., Maui Fresh International, Inc. and Arthur J. Bruno, Robert J. Bruno and Javier J. Badillo
3.1
      Articles of Incorporation of Calavo Growers, Inc.*
3.2
      Amended and Restated Bylaws of Calavo Growers, Inc.****
10.1
      Form of Marketing Agreement for Calavo Growers, Inc.
10.2
      Marketing Agreement dated as of April 1, 1996 between Tropical Hawaiian Products, Inc., a Hawaiian corporation, and Calavo Growers of California.*
10.3
      Lease Agreement (undated) between Tede S.A. de C.V., a Mexican corporation, and Calavo Foods de Mexico, S.A. de C.V., a Mexican corporation, including attached Guaranty of Calavo Growers of California dated October 25, 1994.*
10.4
      Lease Agreement dated as of November 21, 1997, between Tede S.A. de C.V., a Mexican corporation, and Calavo de Mexico, S.A. de C.V., a Mexican corporation, including attached Guaranty of Calavo Growers of California dated December 16, 1996.*
10.5
      Lease Intended as Security dated as of September 1, 2000 between Banc of America Leasing & Capital, LLC, a Delaware limited liability company, and Calavo Growers of California.*
10.6
      Business Loan Agreement dated as of April 20, 1999 between Bank of America National Trust and Savings Association and Calavo Growers of California.*
10.7
      Amendment No. 2 to Business Loan Agreement (undated) between Bank of America N.A. (formerly Bank of America National Trust and Savings Association) and Calavo Growers of California.*
10.8
      Reimbursement Agreement dated as of September 1, 1985 between Security Pacific National Bank and Calavo Growers of California.*
10.9
      Amendment No. Two to Reimbursement Agreement dated as of August 22, 1995 between Bank of America National Trust and Savings Association (as successor to Security Pacific National Bank) and Calavo Growers of California.*
10.10
      Amendment No. Three to Reimbursement Agreement dated as of October 18, 2000 between Bank of America, N.A. (formerly Bank of America National Trust and Savings Association) and Calavo Growers of California.*
10.11
      Master Loan Agreement dated as of June 15, 2000 between CoBank, ACB and Calavo Growers of California, including attached Revolving Credit Supplement dated June 15, 2000 between CoBank, ACB and Calavo Growers of California.*
10.12
      Calavo Supplemental Executive Retirement Agreement dated March 11, 1989 between Egidio Carbone, Jr. and Calavo Growers of California.*

 


Table of Contents

         
Exhibit    
Number   Description
10.13
      Amendment to the Calavo Growers of California Supplemental Executive Retirement Agreement dated November 9, 1993 between Egidio Carbone, Jr. and Calavo Growers of California.*
10.14
      2001 Stock Option Plan for Directors.**
10.15
      2001 Stock Purchase Plan for Officers and Employees.**
10.16
      Line of Credit Agreement between Farm Credit West, PCA and Calavo Growers, Inc., dated January 22, 2004
10.17
      Business Loan Agreement between Bank of America, N.A. and Calavo Growers, Inc., dated January 30, 2004
21.1
      Subsidiaries of Calavo Growers, Inc.*
23.1
      Consent of Deloitte & Touche LLP.
31.1
      Certification of Chief Executive Officer Pursuant to 15 U.S.C. § 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
      Certification of Chief Financial Officer Pursuant to 15 U.S.C. § 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
      Certification of Chief Executive Officer Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
      Certification of Chief Financial Officer Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*   Previously filed on April 24, 2001 as an exhibit to the Registrant’s Registration Statement on Form S-4, File No. 333-59418, and incorporated herein by reference.
 
**   Previously filed on December 18, 2001 as an exhibit to the Registrant’s Registration Statement on Form S-8, File No. 333-75378, and incorporated herein by reference.
 
***   Previously filed on August 15, 2001 as an exhibit to the Registrant’s Registration Statement on Form S-4, File No. 333-59418, and incorporated herein by reference.
 
****   Previously filed on December 19, 2002 as an exhibit to the Registrant’s Report on Form 8-K, and incorporated herein by reference.