(a) For the years ended October 31, 2023, 2022 and 2021, we incurred losses from Agricola Don Memo totaling $0.9 million, $0.6 million, and $1.7 million. (b) In July 2021, as part of the FreshRealm Separation Agreement, FreshRealm paid Calavo the Loan Payoff Amount of $6.0 million, and we recorded the receipt on the statement of operations as a recovery of the reserve for collectability of the FreshRealm note receivable. In addition, we recovered $0.1 million in receivables that we previously reserved. For ...

Table of Contents or 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 ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuan ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Table of Contents Table of Contents PART I. FINANCIAL INFORMATION Table of Contents | --- | --- | --- | --- | --- | --- | |-----------------------------------------------------------------------------------------------------------|-------|-------|--------------------|-------|--------------------| | Assets | | | April 30, 2023 | | October 31, 2022 ...

Financial Data and Key Metrics Changes - Consolidated first quarter revenue was $226 million, a decrease of $48 million from the first quarter of 2022 [33] - Adjusted EBITDA for the first quarter was $3.6 million, down from $4.7 million in the prior year [35] - The average case price for avocados fell to about $28 in the first quarter, compared to around $34 in the fourth quarter and $43 in the prior year quarter [122] Business Line Data and Key Metrics Changes - Prepared segment revenue was $108 million, down $4 million from the prior year quarter, with volume declines of about 13% [21] - Grown segment gross profit for the first quarter was $9.5 million, down from $11.7 million for the same quarter last year, with avocado margins falling to about $2.20 per case [22] - Gross profit in the Prepared segment increased to $5 million from $1.6 million in the prior year quarter, with a gross margin of 4.6% [34] Market Data and Key Metrics Changes - Avocado import volume from Mexico grew over 8% compared to the same quarter in 2022, while retail sales volume only grew about 3% [4] - Total U.S. inventories rose almost 7%, which pressured wholesale prices and compressed margins [4] - The overall produce category saw unit sales decline by 3%, while non-value-added commodities were down 4% [55] Company Strategy and Development Direction - The company plans to reduce fiscal 2023 capital expenditures to approximately $13 million while navigating near-term uncertainties [17] - A restructuring of U.S. and Mexico operations was implemented to streamline costs and upgrade organizational capabilities [29] - The company is focusing on growth in the guacamole and deli categories, with new customer acquisitions scheduled for the second half of the year [15][100] Management's Comments on Operating Environment and Future Outlook - Management acknowledged that the first quarter performance was disappointing but expects sequential improvement throughout the fiscal year [32] - The company anticipates ongoing margin volatility in the Grown segment as the California and Peru avocado seasons begin [24] - Management emphasized the importance of maintaining competitive dividend metrics and plans to reset the dividend to $0.10 per share for the second quarter [8] Other Important Information - The company incurred about $1 million in unfavorable incremental costs due to weather events affecting the fresh cut division [7] - A one-time charge of approximately $3.2 million is expected in the second quarter related to restructuring activities [37] - The company has a strong balance sheet and sufficient liquidity to manage through current market challenges [38] Q&A Session Summary Question: Can you discuss the demand elasticities in the Prepared business and expectations for volume recovery? - Management noted that inflation moderation is expected to help demand, and they still see long-term growth potential in Prepared categories [43] Question: Is this the last of the restructuring decisions, or might there be more? - Management indicated that while this restructuring is less significant than previous ones, ongoing adjustments will continue to enhance organizational efficiency [44] Question: What are the expectations for capital expenditures and their relation to growth? - Management clarified that most of the deferred CapEx is related to lower-performing projects, but they remain open to investing in compelling growth opportunities [86] Question: How did the mix of avocado sizes impact pricing and margins? - Management explained that smaller fruit sizes negatively impacted gross profit per case due to lower nutrient availability [88] Question: What competitive pressures are affecting avocado sales? - Management highlighted that consumers are switching to other products due to high retail prices and reduced promotional activity [95]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the transition period from ______________________ to ______________________ Table of Contents Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 19 Item 1. Legal Proceedings 29 CALAVO GROWERS, INC. Table of Contents The accompanying notes are an integral part of these consolidated condensed financial statements. | --- | --- | --- | --- | --- | |---------------------------------------------- ...

Calavo Growers, Inc. (NASDAQ:CVGW) Q4 2022 Earnings Conference Call December 20, 2022 5:00 PM ET Company Participants Julie Kegley - Investor Relations Brian Kocher - President and CEO Shawn Munsell - Chief Financial Officer Conference Call Participants Ben Bienvenu - Stephens Eric Larson - Seaport Research Partners Ben Klieve - Lake Street Capital Markets Operator Good afternoon. And welcome to the Fourth Quarter and Fiscal Year 2022 Calavo Growers Earnings Conference Call and Webcast. All participants wil ...

Part I [Business](index=4&type=section&id=Item%201.%20Business) Calavo Growers is a global avocado leader and fresh food provider, operating through its 'Grown' and 'Prepared' segments - On April 13, 2022, the company announced a business reorganization into two reporting segments: **Grown** (fresh avocados, tomatoes, papayas) and **Prepared** (fresh-cut produce, ready-to-eat meals, guacamole, salsa)[12](index=12&type=chunk) - The Grown segment sources avocados from California, Mexico, Peru, and Colombia, emphasizing **year-round supply**, value-added ripening, and packaging to serve large national accounts[15](index=15&type=chunk)[17](index=17&type=chunk) - The Prepared segment utilizes **ultra-high pressure technology** for its guacamole products to ensure food safety and extend shelf-life without preservatives and offers a wide range of refrigerated fresh packaged foods[26](index=26&type=chunk)[27](index=27&type=chunk) Employee Count as of October 31, 2022 | Location | Salaried | Hourly | Total | | :--- | :--- | :--- | :--- | | United States | 331 | 1,133 | 1,464 | | Mexico | 217 | 1,585 | 1,802 | | **TOTAL** | **548** | **2,718** | **3,266** | [Risk Factors](index=8&type=section&id=Item%201A.%20Risk%20Factors) The company faces operational, financial, and regulatory risks, including supply chain issues and significant tax disputes - The company faces risks from the COVID-19 pandemic, including manufacturing and supply chain disruptions, increased costs, and potential **impairment of goodwill and intangible assets**[45](index=45&type=chunk)[46](index=46&type=chunk)[51](index=51&type=chunk) - A significant portion of revenue is derived from a small number of customers, with Kroger, Trader Joe's, and Wal-mart accounting for approximately **15%**, **11%**, and **10%** of total net sales, respectively, in fiscal 2022[82](index=82&type=chunk) - The company is involved in a significant dispute with the Mexican Tax Administrative Service (SAT) regarding a 2013 tax assessment totaling approximately **$151.5 million USD** as of October 31, 2022[120](index=120&type=chunk) - As of October 31, 2022, the company has outstanding value-added tax (IVA) receivables from Mexican tax authorities totaling **$43.6 million**, with collection subject to significant delays and disputes[126](index=126&type=chunk) - The company has experienced **recent transitions in key executive leadership positions**, including the Chief Executive Officer and Chief Financial Officer, which presents integration and retention risks[92](index=92&type=chunk)[93](index=93&type=chunk) [Properties](index=21&type=section&id=Item%202.%20Properties) The company operates a network of owned and leased packinghouses and processing facilities across the US and Mexico - The company owns and leases multiple packinghouses and operating/distributing facilities throughout the United States, including locations in California, New Jersey, Texas, Florida, and Hawaii[154](index=154&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk) - In Mexico, Calavo owns key facilities including a guacamole processing plant and a fresh avocado packinghouse in Uruapan, Michoacán, as well as a fresh avocado packinghouse in Ciudad Guzman, Jalisco[158](index=158&type=chunk) [Legal Proceedings](index=24&type=section&id=Item%203.%20Legal%20Proceedings) Information regarding legal proceedings is disclosed in Note 7 of the consolidated financial statements - For information on legal proceedings, the report refers to **Note 7** of the consolidated financial statements[159](index=159&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=25&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's stock (CVGW) underperformed key indices, and its dividend policy shifted from annual to quarterly - In November 2022, the company changed its dividend policy from an **annual payment to a quarterly payment**[166](index=166&type=chunk) Fiscal 2022 Quarterly Stock Price | Quarter | High | Low | | :--- | :--- | :--- | | First Quarter | $44.56 | $37.00 | | Second Quarter | $45.26 | $32.75 | | Third Quarter | $44.57 | $28.76 | | Fourth Quarter | $45.50 | $29.51 | 5-Year Cumulative Total Return Comparison | Index | 10/17 | 10/18 | 10/19 | 10/20 | 10/21 | 10/22 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Calavo Growers, Inc. | $100.00 | $133.32 | $120.44 | $94.44 | $57.47 | $50.85 | | NASDAQ Composite | $100.00 | $109.74 | $125.95 | $167.31 | $239.24 | $170.91 | | Peer Group | $100.00 | $99.81 | $105.14 | $155.34 | $138.82 | $113.39 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Fiscal 2022 saw increased sales and gross profit, but the company faced cost inflation and tax disputes - In October 2022, the company sold its entire investment in Limoneira common stock for gross proceeds of approximately **$18.5 million**, using the net proceeds to pay down debt[182](index=182&type=chunk) - The company continues to pursue its **'Project Uno' strategic initiatives**, which are focused on operating efficiencies and cost savings to expand profit margins[188](index=188&type=chunk)[190](index=190&type=chunk) - Regarding the 2013 Mexican tax assessment, the company maintains a provision of **$11 million** based on its cumulative probability analysis, despite believing the assessment is without merit[199](index=199&type=chunk)[215](index=215&type=chunk) - The company was **out of compliance with certain financial covenants** in its credit facility as of October 31, 2021, and January 31, 2022, leading to several amendments that modified covenant terms[309](index=309&type=chunk)[312](index=312&type=chunk)[414](index=414&type=chunk) Net Sales by Segment (in thousands) | Segment | 2022 | % Change | 2021 | % Change | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | Grown | $700,270 | 19% | $588,527 | 1% | $585,052 | | Prepared | $492,868 | 5% | $469,800 | (1)% | $475,970 | | Less intercompany elimins. | ($2,065) | (17)% | ($2,497) | 51% | ($1,651) | | **Total net sales** | **$1,191,073** | **13%** | **$1,055,830** | **(0)%** | **$1,059,371** | Gross Profit by Segment (in thousands) | Segment | 2022 | % Change | 2021 | % Change | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | Grown | $50,165 | 5% | $47,787 | 0% | $47,563 | | Prepared | $23,680 | 146% | $9,638 | (77)% | $42,335 | | **Total gross profit** | **$73,845** | **29%** | **$57,425** | **(36)%**| **$89,898** | [Quantitative and Qualitative Disclosures About Market Risk](index=52&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Primary market risks include interest rate changes and foreign currency fluctuations, particularly the USD/MXN rate - The company's Mexican-based operations expose it to foreign currency risk, with total foreign currency translation losses of **$1.0 million** in fiscal 2022, compared to a gain of **$0.9 million** in 2021[321](index=321&type=chunk) - The company **does not use derivative instruments**, hedging, or forward contracts to offset market volatility related to interest rates or foreign currency[320](index=320&type=chunk) [Financial Statements and Supplementary Data](index=53&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents audited financial statements, with critical audit matters related to Mexican tax issues - The independent auditor, Deloitte & Touche LLP, identified two **critical audit matters**: the recoverability of Mexican IVA taxes receivable and the accounting for uncertain tax positions related to the 2013 Mexican tax audit[546](index=546&type=chunk)[547](index=547&type=chunk)[549](index=549&type=chunk) - As of October 31, 2022, the company had a goodwill balance of **$28.7 million**, with $4.0 million attributed to the Grown segment and $24.7 million to the Prepared segment[468](index=468&type=chunk) Consolidated Statement of Operations Highlights (in thousands) | Metric | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net sales | $1,191,073 | $1,055,830 | $1,059,371 | | Gross profit | $73,845 | $57,425 | $89,898 | | Operating income (loss) | $5,987 | ($9,997) | $32,162 | | Net loss attributable to CVGW | ($6,249) | ($11,818) | ($13,625) | | Diluted EPS | ($0.35) | ($0.67) | ($0.78) | Consolidated Balance Sheet Highlights (in thousands) | Metric | Oct 31, 2022 | Oct 31, 2021 | | :--- | :--- | :--- | | Total current assets | $125,674 | $152,641 | | Total assets | $385,746 | $445,402 | | Total current liabilities | $101,953 | $114,624 | | Total liabilities | $162,375 | $218,519 | | Total shareholders' equity | $223,371 | $226,883 | Part III [Directors, Executive Officers, and Corporate Governance](index=105&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%2C%20and%20Corporate%20Governance) Information on directors and governance is incorporated by reference from the Proxy Statement - Detailed information required for Part III (Items 10-14) is **incorporated by reference** from the company's definitive Proxy Statement[571](index=571&type=chunk) - Brian Kocher has served as CEO since February 2022, and Shawn Munsell has served as CFO since June 2022, indicating **recent changes in top leadership**[573](index=573&type=chunk)[574](index=574&type=chunk) [Executive Compensation](index=106&type=section&id=Item%2011.%20Executive%20Compensation) Details on executive and director compensation are incorporated by reference from the Proxy Statement - The information required by this item is **incorporated by reference** from the sections entitled 'Executive Compensation' and 'Directors’ Compensation' in the Proxy Statement[580](index=580&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=106&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership and equity plan information is incorporated by reference from the Proxy Statement - The information required by this item is **incorporated by reference** from the sections entitled 'Security Ownership of Certain Beneficial Owners and Management' and 'Equity Compensation Plan Information' in the Proxy Statement[580](index=580&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=106&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related party transactions is incorporated by reference from the Proxy Statement - The information required by this item is **incorporated by reference** from the section entitled 'Certain Relationships and Related Transactions' in the Proxy Statement[581](index=581&type=chunk) [Principal Accountant's Fees and Services](index=106&type=section&id=Item%2014.%20Principal%20Accountant's%20Fees%20and%20Services) Details on principal accountant fees and services are incorporated by reference from the Proxy Statement - Information required by this item is **incorporated by reference** to the section of the Proxy Statement entitled 'Principal Accountant Fees and Services'[582](index=582&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=107&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all financial statements, schedules, and exhibits filed as part of the report - This section provides a comprehensive index of all exhibits filed with the Form 10-K, including merger agreements, bylaws, credit agreements, and executive employment contracts[584](index=584&type=chunk)[588](index=588&type=chunk)

Calavo® THE FAMILY OF Presh CALAVO GROWERS, INC. Investor Presentation NASDAQ GS: CVGW / SEPTEMBER 1, 2022 Safe Harbor Statement This presentation contains statements relating to future events and results of Calavo (including certain projections and business trends) that are "frorward-looking stateme the Private Securities Litigation Reform Act of 1995, that involve risks, uncertainties and assumptions. These statements are based on our current expectations and are not guarantees. If any of the risks or unc ...

Financial Data and Key Metrics Changes - Gross profit more than doubled to $18.5 million compared to Q3 last year, with net income improving to $0.07 per share from a loss of $0.74 per share [6][29] - Adjusted EBITDA improved by more than $7 million year-over-year, but decreased by $4.6 million sequentially from Q2 [6][37] - Consolidated revenue for Q3 was $342 million, an increase of $10.6 million from the second quarter [27] Business Line Data and Key Metrics Changes - Grown segment revenue was $207.6 million, down about $3 million from the second quarter, with avocado volume down almost 20% due to supply constraints [27][10] - Prepared segment revenue was $134.9 million, up $14 million from the second quarter, benefiting from price and mix initiatives [28] - The former RFG portion of the Prepared segment achieved a gross margin of 7.7%, up from just over 2% in the prior quarter [30][21] Market Data and Key Metrics Changes - Mexican avocado import volume was down 34% versus the second quarter and 35% year-over-year [10] - Input costs in the Prepared segment were up 50% compared to last year, but began to decline over the course of the quarter [18][19] - Market prices for avocados decreased over $20 a carton from the beginning to the end of July [11] Company Strategy and Development Direction - The company has implemented a new segment reporting structure, combining Foods and RFG segments into a new Prepared segment [5] - The opening of the Jalisco facility for exports to the U.S. market is expected to enhance sourcing capabilities and provide flexibility [15][16] - The company aims for the Prepared segment to achieve gross margins of 10% to 12% by the end of fiscal 2023 [43] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about recovering avocado market prices and expected margins to normalize in Q4 [14][41] - The company is focused on continuous improvement and managing commodity volatility effectively [45][52] - Management acknowledged the challenges faced in Q3 but highlighted the progress made in operational efficiency and debt reduction [49][51] Other Important Information - The company generated strong cash from operations of over $20 million and paid down $16 million in debt during the quarter [39][40] - Year-to-date gross profit through Q3 totaled $53.5 million, up from $48.3 million for the prior year [32] Q&A Session Summary Question: How should we be thinking about supply-demand setup as we pivot into the fall? - Management noted that supply and demand are rebalancing, with a larger summer harvest contributing to lower prices and reduced purchase costs [55] Question: Have you seen any changes in consumer buying behavior due to inflation pressures? - Management indicated it is difficult to assess real demand due to supply constraints, but noted some retailers reduced promotions when prices were high [60][61] Question: Where are you in building out the team and what new abilities does it give you? - Management expressed excitement about the newly filled leadership roles and the structured transition plan in place for new team members [65][67] Question: Can you talk about the sourcing for the processed avocado business and how it has changed? - Management highlighted a shift towards diversifying sourcing geographically and noted that raw product costs have significantly decreased [75][78] Question: What are your expectations for profitability levels in a more regular operating environment? - Management expects to see gross margins consistent with historical levels as inventory flows through at current prices [81] Question: Was there anything one-time in nature that led to the gross margin increase in the RFG business? - Management confirmed that the increase was primarily due to steady progress across the P&L, with no unusual or non-recurring items [87]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | --- | --- | --- | |-------------------------------------------------------------------------|---------------------------------------------------------------------------------------- ...