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EX-32.1 - EX-32.1 - CALAVO GROWERS INCcvgw-20170131ex321b34629.htm
EX-31.2 - EX-31.2 - CALAVO GROWERS INCcvgw-20170131ex3129d2576.htm
EX-31.1 - EX-31.1 - CALAVO GROWERS INCcvgw-20170131ex3114a3b22.htm

 

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 January 31, 2017

 

OR

 

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

 

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.)

 

1141-A Cummings Road

Santa Paula, California   93060

(Address of principal executive offices) (Zip code)

 

(805) 525-1245

(Registrant's telephone number, including area code)

 

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 and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒   No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,  a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

 

Large accelerated filer ☒ 

Accelerated filer ☐

Non-accelerated filer ☐

Smaller Reporting Company ☐

 

(Do not check if a smaller reporting company)

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒

 

Registrant's number of shares of common stock outstanding as of January 31, 2017 was 17,522,709

 


 

 

 


 

CAUTIONARY STATEMENT

 

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2, contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of Calavo Growers, Inc. and its consolidated subsidiaries (Calavo, the Company, we, us or our) may differ materially from those expressed or implied by such forward-looking statements and assumptions.  All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including, but not limited to, any projections of revenue, margins, expenses, earnings, earnings per share, tax provisions, cash flows, currency exchange rates, the impact of acquisitions or other financial items; any statements of the plans, strategies and objectives of management for future operations, including execution of restructuring and integration plans; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on Calavo and its financial performance; any statements regarding pending investigations, legal claims or tax disputes; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the impact of macroeconomic trends and events; the competitive pressures faced by Calavo's businesses; the development and transition of new products and services (and the enhancement of existing products and services) to meet customer needs; integration and other risks associated with business combinations; the hiring and retention of key employees; the resolution of pending investigations, legal claims and tax disputes; and other risks that are described herein, including, but not limited to, the items discussed in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended October 31, 2016, and those detailed from time to time in our other filings with the Securities and Exchange Commission. Calavo assumes no obligation and does not intend to update these forward-looking statements.

 

2


 

CALAVO GROWERS, INC.

 

INDEX

 

 

    

PAGE

 

 

 

PART I. FINANCIAL INFORMATION 

 

 

 

 

Item 1. 

 

 

 

 

 

Consolidated Condensed Balance Sheets – January 31, 2017 and October 31, 2016

 

 

 

 

Consolidated Condensed Statements of Income – Three Months Months Ended January 31, 2017 and 2016

 

 

 

 

Consolidated Condensed Statements of Comprehensive Income – Three Months Ended January 31, 2017 and 2016

 

 

 

 

Consolidated Condensed Statements of Cash Flows – Three Months Ended January 31, 2017 and 2016

 

 

 

 

Notes to Consolidated Condensed Financial Statements

 

 

 

Item 2. 

Management's Discussion and Analysis of Financial Condition and Results of Operations

19 

 

 

 

Item 3. 

Quantitative and Qualitative Disclosures About Market Risk

25 

 

 

 

Item 4. 

Controls and Procedures

25 

 

 

 

PART II. OTHER INFORMATION 

 

 

 

 

Item 1. 

Legal Proceedings

25 

 

 

 

Item 1A. 

Risk Factors

26 

 

 

 

Item 6. 

Exhibits

26 

 

 

 

 

Signatures

27 

 

 

3


 

PART I.  FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS 

 

CALAVO GROWERS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)

(in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

January 31, 

 

October 31, 

 

 

 

2017

 

2016

 

 

 

 

 

 

 

 

Assets

    

 

    

    

 

    

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

7,586

 

$

13,842

 

Accounts receivable, net of allowances of $2,297 (2017) $2,063 (2016)

 

 

76,378

 

 

70,101

 

Inventories, net

 

 

24,409

 

 

31,849

 

Prepaid expenses and other current assets

 

 

6,554

 

 

14,402

 

Advances to suppliers

 

 

6,175

 

 

4,425

 

Income taxes receivable

 

 

2,675

 

 

334

 

Total current assets

 

 

123,777

 

 

134,953

 

Property, plant, and equipment, net

 

 

114,581

 

 

87,837

 

Investment in Limoneira Company

 

 

29,386

 

 

34,036

 

Investment in unconsolidated entities

 

 

24,486

 

 

24,652

 

Deferred income taxes

 

 

16,641

 

 

14,944

 

Goodwill

 

 

18,262

 

 

18,262

 

Other assets

 

 

19,892

 

 

13,249

 

 

 

$

347,025

 

$

327,933

 

Liabilities and shareholders' equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Payable to growers

 

$

16,484

 

$

20,965

 

Trade accounts payable

 

 

23,575

 

 

22,447

 

Accrued expenses

 

 

24,683

 

 

31,095

 

Short-term borrowings

 

 

59,500

 

 

19,000

 

Dividend payable

 

 

 —

 

 

15,696

 

Current portion of long-term obligations

 

 

132

 

 

138

 

Total current liabilities

 

 

124,374

 

 

109,341

 

Long-term liabilities:

 

 

 

 

 

 

 

Long-term obligations, less current portion

 

 

417

 

 

445

 

Deferred rent

 

 

2,298

 

 

2,307

 

Total long-term liabilities

 

 

2,715

 

 

2,752

 

Commitments and contingencies

 

 

 

 

 

 

 

Noncontrolling interest, Calavo Salsa Lisa

 

 

771

 

 

771

 

Shareholders' equity:

 

 

 

 

 

 

 

Common stock ($0.001 par value, 100,000 shares authorized; 17,523 (2017) and 17,440 (2016) shares issued and outstanding)

 

 

18

 

 

17

 

Additional paid-in capital

 

 

151,575

 

 

149,748

 

Accumulated other comprehensive income

 

 

3,591

 

 

6,544

 

Noncontrolling interest

 

 

934

 

 

962

 

Retained earnings

 

 

63,047

 

 

57,798

 

Total shareholders' equity

 

 

219,165

 

 

215,069

 

 

 

$

347,025

 

$

327,933

 

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

4


 

CALAVO GROWERS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

 

 

January 31, 

 

 

 

2017

 

2016

 

 

 

 

 

 

 

 

Net sales

    

$

226,554

    

$

204,575

 

Cost of sales

 

 

204,630

 

 

183,577

 

Gross margin

 

 

21,924

 

 

20,998

 

Selling, general and administrative

 

 

13,826

 

 

10,921

 

Operating income

 

 

8,098

 

 

10,077

 

Interest expense

 

 

(247)

 

 

(217)

 

Other income (loss), net

 

 

(69)

 

 

241

 

Income before provision for income taxes

 

 

7,782

 

 

10,101

 

Provision for income taxes

 

 

2,561

 

 

3,725

 

Net income

 

 

5,221

 

 

6,376

 

Less: Net loss (income) attributable to noncontrolling interest

 

 

28

 

 

(27)

 

Net income attributable to Calavo Growers, Inc.

 

$

5,249

 

$

6,349

 

 

 

 

 

 

 

 

 

Calavo Growers, Inc.’s net income per share:

 

 

 

 

 

 

 

Basic

 

$

0.30

 

$

0.37

 

Diluted

 

$

0.30

 

$

0.37

 

 

 

 

 

 

 

 

 

Number of shares used in per share computation:

 

 

 

 

 

 

 

Basic

 

 

17,374

 

 

17,322

 

Diluted

 

 

17,430

 

 

17,386

 

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

 

5


 

CALAVO GROWERS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

 

 

January 31, 

 

 

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

    

$

5,221

    

$

6,376

 

Other comprehensive loss, before tax:

 

 

 

 

 

 

 

Unrealized investment losses

 

 

(4,650)

 

 

(5,670)

 

Income tax benefit related to items of other comprehensive loss

 

 

1,697

 

 

2,070

 

Other comprehensive loss, net of tax

 

 

(2,953)

 

 

(3,600)

 

Comprehensive income

 

 

2,268

 

 

2,776

 

Less: Net loss (income) attributable to noncontrolling interest

 

 

28

 

 

(27)

 

Comprehensive income – Calavo Growers, Inc.

 

$

2,296

 

$

2,749

 

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

 

 

6


 

CALAVO GROWERS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Three months ended  January 31, 

 

 

 

2017

 

2016

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

    

 

    

    

 

    

 

Net income

 

$

5,221

 

$

6,376

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

2,293

 

 

2,103

 

Loss (income) from unconsolidated entities

 

 

166

 

 

(146)

 

Stock compensation expense

 

 

1,827

 

 

462

 

Deferred income taxes

 

 

 —

 

 

598

 

Effect on cash of changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

(6,277)

 

 

(15,516)

 

Inventories, net

 

 

7,440

 

 

(739)

 

Prepaid expenses and other current assets

 

 

370

 

 

(1,443)

 

Advances to suppliers

 

 

(1,750)

 

 

2,820

 

Income taxes receivable/payable

 

 

(2,341)

 

 

3,102

 

Other assets

 

 

388

 

 

372

 

Payable to growers

 

 

(4,480)

 

 

7,237

 

Deferred rent

 

 

(9)

 

 

 —

 

Trade accounts payable and accrued expenses

 

 

(1,159)

 

 

3,814

 

Net cash provided by operating activities

 

 

1,689

 

 

9,040

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

Acquisitions of property, plant, and equipment

 

 

(31,223)

 

 

(4,411)

 

Proceeds received for repayment of San Rafael note

 

 

108

 

 

28

 

Investment in FreshRealm

 

 

(1,600)

 

 

 —

 

Proceeds received for repayment of loan to Agricola Don Memo

 

 

 —

 

 

4,000

 

Net cash used in investing activities

 

 

(32,715)

 

 

(383)

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

Payment of dividend to shareholders

 

 

(15,696)

 

 

(13,907)

 

Proceeds from revolving credit facility

 

 

64,500

 

 

61,390

 

Payments on revolving credit facility

 

 

(24,000)

 

 

(54,300)

 

Payments on long-term obligations

 

 

(34)

 

 

(823)

 

Net cash provided by (used in) in financing activities

 

 

24,770

 

 

(7,640)

 

Net increase (decrease) in cash and cash equivalents

 

 

(6,256)

 

 

1,017

 

Cash and cash equivalents, beginning of period

 

 

13,842

 

 

7,171

 

Cash and cash equivalents, end of period

 

$

7,586

 

$

8,188

 

Noncash Investing and Financing Activities:

 

 

 

 

 

 

 

Construction in progress included in trade accounts payable and accrued expenses

 

$

2,049

 

$

4

 

Unrealized holding losses

 

$

(4,650)

 

$

(5,670)

 

 

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

 

7


 

CALAVO GROWERS, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

 

1. Description of the business

 

Business

 

Calavo Growers, Inc. (Calavo, the Company, we, us or our), is a global leader in the avocado industry and an expanding provider of value-added fresh food.  Our expertise in marketing and distributing avocados, prepared avocados, and other perishable foods allows us to deliver a wide array of fresh and prepared food products to food distributors, produce wholesalers, supermarkets, and restaurants on a worldwide basis.  We procure avocados principally from California and Mexico.  Through our various operating facilities, we (i) sort, pack, and/or ripen avocados, tomatoes and Hawaiian grown papayas, (ii) process and package fresh cut fruit and vegetables, salads, wraps, sandwiches, fresh snacking products and a variety of behind-the-glass deli items and (iii) produce and package guacamole and salsa. 

 

The accompanying unaudited consolidated condensed financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.  In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments, consisting of adjustments of a normal recurring nature necessary to present fairly the Company’s financial position, results of operations and cash flows.  The results of operations for interim periods are not necessarily indicative of the results that may be expected for a full year.  These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2016.

 

Recently Adopted Accounting Pronouncements 

 

In March 2016, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”), which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company’s early adoption of the amendments resulted in an income tax benefit of approximately $0.3 million on the Company's fiscal first quarter net earnings.

 

In July 2015, the FASB issued an ASU for measuring inventory.  The core principal of the guidance is that an entity should measure inventory at the lower of cost and net realizable value.  Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company adopted this new standard beginning in the three months ended January 31, 2017. The adoption of the amendment did not have a material impact on the Company’s consolidated financial statements.

 

Recently Issued Accounting Standards 

 

In February 2016, the FASB issued an ASU, which requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize a straight-line total lease expense. The guidance also requires qualitative and specific quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities, including significant judgments and changes in judgments. This ASU will be effective for us beginning the first day of our 2019 fiscal year. Early adoption is permitted. We are evaluating the impact of adoption of this ASU on our financial condition, result of operations and cash flows.

 

8


 

In January 2016, the FASB issued an ASU, which requires equity investments (except those accounted for under the equity method of accounting) to be measured at fair value with changes in fair value recognized in net income. The guidance is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. We are evaluating the impact of adoption of this ASU on our financial condition, result of operations and cash flows.

 

In May 2014, the FASB amended the existing accounting standards for revenue recognition. The amendments are based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We are required to adopt the amendments in the first quarter of fiscal 2019. Early adoption is not permitted. The amendments may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. We are evaluating the impact of the adoption of this amended accounting standard on our financial condition, result of operations and cash flows, but we do not expect the adoption of this accounting standard to have a significant effect.

 

2.  Information regarding our operations in different segments

 

We report our operations in three different business segments: (1) Fresh products, (2) Calavo Foods, and (3) RFG.  These three business segments are presented based on how information is used by our Chief Executive Officer to measure performance and allocate resources. The Fresh products segment includes all operations that involve the distribution of avocados and other fresh produce products.  The Calavo Foods segment represents all operations related to the purchase, manufacturing, and distribution of prepared products, including guacamole and salsa. The RFG segment represents all operations related to the manufacturing and distribution of fresh-cut fruit, ready-to-eat vegetables, recipe-ready vegetables and other fresh prepared food products.  Selling, general and administrative expenses, as well as other non-operating income/expense items, are evaluated by our Chief Executive Officer in the aggregate.  We do not allocate assets, or specifically identify them to, our operating segments. The following table sets forth sales by product category, by segment (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended  January 31, 2017

 

Three months ended  January 31, 2016

 

 

    

    

 

    

    

 

    

 

 

    

 

 

    

    

 

    

    

 

    

 

 

    

 

 

 

 

 

Fresh

 

Calavo

 

    

 

 

    

 

 

Fresh

 

Calavo

 

    

 

 

    

 

 

 

 

products

 

Foods

 

RFG

 

Total

 

products

 

Foods

 

RFG

 

Total

 

Third-party sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Avocados

 

$

104,716

 

$

 

$

 

$

104,716

 

$

95,222

 

$

 —

 

$

 

$

95,222

 

Tomatoes

 

 

5,158

 

 

 

 

 

 

5,158

 

 

16,030

 

 

 —

 

 

 

 

16,030

 

Papayas

 

 

2,362

 

 

 

 

 

 

2,362

 

 

2,214

 

 

 —

 

 

 

 

2,214

 

Other fresh products

 

 

97

 

 

 

 

 

 

97

 

 

121

 

 

 —

 

 

 

 

121

 

Food service

 

 

 

 

13,052

 

 

 

 

13,052

 

 

 —

 

 

12,637

 

 

 

 

12,637

 

Retail and club

 

 

 

 

6,437

 

 

98,047

 

 

104,484

 

 

 —

 

 

5,322

 

 

76,783

 

 

82,105

 

Total gross sales

 

 

112,333

 

 

19,489

 

 

98,047

 

 

229,869

 

 

113,587

 

 

17,959

 

 

76,783

 

 

208,329

 

Less sales incentives

 

 

(274)

 

 

(2,701)

 

 

(340)

 

 

(3,315)

 

 

(441)

 

 

(2,471)

 

 

(842)

 

 

(3,754)

 

Net sales

 

$

112,059

 

$

16,788

 

$

97,707

 

$

226,554

 

$

113,146

 

$

15,488

 

$

75,941

 

$

204,575

 

 

9


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fresh

    

Calavo

    

 

 

    

 

 

 

 

products

 

Foods

 

RFG

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(All amounts are presented in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended  January 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

112,059

 

$

16,788

 

$

97,707

 

$

226,554

 

Cost of sales

 

104,208

 

 

11,697

 

 

88,725

 

 

204,630

 

Gross margin

$

7,851

 

$

5,091

 

$

8,982

 

$

21,924

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended  January 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

113,146

 

$

15,488

 

$

75,941

 

$

204,575

 

Cost of sales

 

102,651

 

 

9,984

 

 

70,942

 

 

183,577

 

Gross margin

$

10,495

 

$

5,504

 

$

4,999

 

$

20,998

 

 

For the three months ended January 31, 2017 and 2016, inter-segment sales and cost of sales of $0.1 million and $0.2 million between Fresh products and RFG were eliminated.  For the three months ended January 31, 2017 and 2016, inter-segment sales and cost of sales of $0.9 million and $0.7 million between Calavo Foods and RFG were eliminated.

 

3.Inventories

 

Inventories consist of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

January 31, 

 

October 31, 

 

 

 

2017

 

2016

 

 

 

 

 

 

 

 

 

Fresh fruit

    

$

10,481

    

$

17,126

 

Packing supplies and ingredients

 

 

8,044

 

 

7,605

 

Finished prepared foods

 

 

5,884

 

 

7,118

 

 

 

$

24,409

 

$

31,849

 

 

Inventories are stated at the lower of cost or net realizable value. We periodically review the value of items in inventory and record any necessary reserves of inventory based on our assessment of market conditions.  No inventory reserve was considered necessary as of January 31, 2017. We recorded an adjustment of $1.1 million to adjust our fresh fruit inventory to the lower of cost or net realizable value as of October 31, 2016.

 

4.Related party transactions

 

Certain members of our Board of Directors market California avocados through Calavo pursuant to marketing agreements substantially similar to the marketing agreements that we enter into with other growers.  During the three months ended January 31, 2017 and 2016, the aggregate amount of avocados procured from entities owned or controlled by members of our Board of Directors was $0.5 million and $0.2 million.  Amounts payable to these Board members were $0.5 million as of January 31, 2017.  We did not have any amounts payable to these Board members as of October 31, 2016.

 

During the three months ended January 31, 2017 and 2016, we received $0.1 million as dividend income from Limoneira Company (Limoneira).  In addition, we lease office space from Limoneira and paid rental expenses of $0.1 million for the three months ended January 31, 2017 and 2016. Harold Edwards, who is a member of our Board of Directors, is the Chief Executive Officer of Limoneira Company. We have a 12% ownership interest in Limoneira. Additionally, our Chief Executive Officer is a member of the Limoneira Board of Directors.

 

10


 

We currently have a member of our Board of Directors who also serves as a partner in the law firm of TroyGould PC, which frequently represents Calavo as legal counsel. During the three months ended January 31, 2017 and 2016, Calavo Growers, Inc. paid fees totaling approximately $0.1 million to TroyGould PC.

 

In December 2014, Calavo formed a wholly owned subsidiary Calavo Growers De Mexico, S. de R.L. de C.V. (Calavo Sub).  In July 2015, Calavo Sub entered into a Shareholder Agreement with Grupo Belo del Pacifico, S.A. de C.V., (Belo) a Mexican Company owned by Agricola Belher, and formed Agricola Don Memo, S.A. de C.V. (Don Memo). Belo and Calavo Sub have an equal one-half ownership interest in Don Memo in exchange for $2 million each.  Pursuant to a management service agreement, Belo, through its officers and employees, has day-to-day power and authority to manage the operations. Belo is entitled to a management fee, as defined, which is payable annually in July of each year.  Additionally, Calavo Sub is entitled to commission, for the sale of produce in the Mexican National Market, United States, Canada, and any other overseas market.

 

We loaned a total of $4.0 million to Don Memo since its formation. These monies, effectively a bridge loan, were replaced with a new loan to Don Memo from Bank of America, N.A. (BoA) during our first fiscal quarter of 2016 and our bridge loan was repaid from the proceeds of the new loan. Also, in January 2016, Calavo and BoA, entered into a Continuing and Unconditional Guaranty agreement (the Guaranty). Under the terms of the Guaranty, Calavo unconditionally guarantees and promises to pay BoA any and all Indebtedness, as defined therein, of our unconsolidated subsidiary Don Memo to BoA. Belo has also entered into a similar guarantee with BoA. These guarantees relate to a new loan in the amount of $4.5 million loan from BoA to Don Memo that closed in January 2016.

 

As of January 31, 2017 and October 31, 2016, we have an investment of $3.5 million and $3.7 million, representing Calavo Sub’s 50% ownership in Don Memo, which is included as an investment in unconsolidated entities on our balance sheet.  We make advances to Don Memo for operating purposes, provide additional advances as shipments are made during the season, and return the proceeds from tomato sales under our marketing program to Don Memo, net of our commission and aforementioned advances. As of January 31, 2017 and October 31, 2016, we had advanced $1.8 million and $0.9 million to Don Memo. During the three months ended January 31, 2017 and 2016, we recorded $0.7 million and $1.9 million of expenses to Don Memo pursuant to our consignment agreement.

 

We had grower advances due from Belher of $4.4 million as of January 31, 2017 and October 31, 2016.  In addition, we had infrastructure advances due from Belher of $0.8 million as of January 31, 2017 and October 31, 2016.  Of these infrastructure advances $0.2 million was recorded as receivable in prepaid and other current assets.  The remaining $0.6 million of these infrastructure advances are recorded in other assets. During the three months ended January 31, 2017 and 2016, we recorded $3.8 million and $12.1 million of expenses to Belher pursuant to our consignment agreement.

 

In August 2015, we entered into Shareholder’s Agreement with various partners and created Avocados de Jalisco, S.A.P.I. de C.V. (“Avocados de Jalisco”).  Avocados de Jalisco is a Mexican corporation created to engage in procuring, packing and selling avocados.  This entity is approximately 80% owned by Calavo and is consolidated in our financial statements.  Avocados de Jalisco has built a packinghouse located in Jalisco, Mexico and such packinghouse is expected to begin operations at the start of Jalisco’s next avocado crop in the early third quarter of 2017. As of  January 31, 2017 and October 31, 2016, we have made preseason advances of approximately $0.2 million to various partners of Avocados de Jalisco.

 

We have a 46% ownership interest in FreshRealm, LLC (FreshRealm).  An officer and three board of directors have made investments into FreshRealm.  In addition, as of January 31, 2017 and October 31, 2016, we have a loan to FreshRealm members of approximately $0.3 million, which is due in May of 2018.  In February 2017, we loaned $0.8 million to FreshRealm.  In addition, two other FreshRealm members have loaned approximately $0.8 million to FreshRealm.  In total, this $1.5 million is considered a bridge loan, expected to be repaid from proceeds from futher rounds of financing.  This loan incurs interest at 4% and is due April 16, 2017.

The three previous owners and current executives of RFG have a majority ownership of certain entities that provide various services to RFG.  RFG’s California operating facility leases a building from LIG partners, LLC (LIG) pursuant to an operating lease.  RFG’s Texas operating facility leases a building from THNC, LLC (THNC) pursuant to an

11


 

operating lease.  LIG and THNC are majority owned by entities owned by two employees of Calavo (current executives of RFG). See the following tables for the related party activity for the three months ended January 31, 2017 and 2016:

 

 

 

 

 

 

 

 

 

 

Three months ended January 31,

 

(in thousands)

    

2017

    

2016

 

Rent paid to LIG

 

$

135

 

$

131

 

Rent paid to THNC, LLC

 

$

76

 

$

76

 

 

 

 

5.Other assets

 

Other assets consist of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

    

January 31, 

    

October 31, 

 

 

 

2017

 

2016

 

 

 

 

 

 

 

 

 

Intangibles, net

 

$

3,076

 

$

3,365

 

Mexican IVA (i.e. value-added) taxes receivable

 

 

13,905

 

 

6,962

 

Grower advances

 

 

 —

 

 

49

 

Infrastructure advance to Agricola Belher

 

 

600

 

 

600

 

Loan to FreshRealm members

 

 

307

 

 

318

 

Notes receivable from San Rafael

 

 

821

 

 

928

 

Other

 

 

1,183

 

 

1,027

 

 

 

$

19,892

 

$

13,249

 

 

Intangible assets consist of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 31, 2017

 

October 31, 2016

 

 

    

Weighted-

    

Gross

    

 

 

    

Net

    

Gross

    

 

 

    

Net

 

 

 

Average

 

Carrying

 

Accum.

 

Book

 

Carrying

 

Accum.

 

Book

 

 

 

Useful Life

 

Value

 

Amortization

 

Value

 

Value

 

Amortization

 

Value

 

Customer list/relationships

 

8.0 years

 

$

7,640

 

$

(5,481)

 

$

2,159

 

$

7,640

 

$

(5,241)

 

$

2,399

 

Trade names

 

8.2 years

 

 

2,760

 

 

(2,417)

 

 

343

 

 

2,760

 

 

(2,380)

 

 

380

 

Trade secrets/recipes

 

9.3 years

 

 

630

 

 

(331)

 

 

299

 

 

630

 

 

(319)

 

 

311

 

Brand name intangibles

 

indefinite

 

 

275

 

 

 

 

275

 

 

275

 

 

 

 

275

 

Non-competition agreements

 

5.0 years

 

 

267

 

 

(267)

 

 

 —

 

 

267

 

 

(267)

 

 

 —

 

Intangibles, net

 

 

 

$

11,572

 

$

(8,496)

 

$

3,076

 

$

11,572

 

$

(8,207)

 

$

3,365

 

 

We anticipate recording amortization expense of approximately $0.8 million for the remainder of fiscal 2017, with $1.1 million for fiscal year 2018, $0.7 million for fiscal year 2019, $0.1 million for fiscal year 2020, and $0.1 million for years thereafter, through fiscal year 2023.

 

See Note 11 for additional information related to Mexican IVA taxes.

 

6.Stock-Based Compensation

 

In April 2011, our shareholders approved the Calavo Growers, Inc. 2011 Management Incentive Plan (the “2011 Plan”).  All directors, officers, employees and consultants (including prospective directors, officers, employees and consultants) of Calavo and its subsidiaries are eligible to receive awards under the 2011 Plan.  Up to 1,500,000 shares of common stock may be issued by Calavo under the 2011 Plan.

 

On January 4, 2017, all 12 of our non-employee directors were granted 1,750 restricted shares each (total of 21,000 shares).  These shares have full voting rights and participate in dividends as if unrestricted.  The closing price of our stock on such date was $62.65.  On January 3, 2018, as long as the directors are still serving on the board, these shares

12


 

lose their restriction and become non-forfeitable and transferable.  These shares were granted pursuant to our 2011 Management Incentive Plan. The total recognized stock-based compensation expense for these grants was $0.1 million for the three months ended January 31, 2017. 

 

On December 19, 2016, our executive officers were granted a total of 70,327 restricted shares.  These shares have full voting rights and participate in dividends as if unrestricted.  The closing price of our stock on such date was $56.20.  These shares vest in one-third increments, on an annual basis, beginning December 19, 2017. These shares were granted pursuant to our 2011 Management Incentive Plan. The total recognized stock-based compensation expense for these grants was $0.1 million for the three months ended January 31, 2017. 

 

On January 6, 2017, our Chief Operating Officer resigned from Calavo.  His unvested portion of restricted stock of 12,800 shares issued in December of 2016 and January of 2016 was forfeited. On January 25, 2017, as part of his resignation he was granted 12,800 shares of unrestricted stock, which immediately vested.  The closing price of our stock on such date was $58.05. We recorded for this grant $0.7 million of stock-based compensation expense for the three months ended January 31, 2017.

 

On February 2, 2017, our Vice President of Foods the Division retired from Calavo for medical reasons.  In January 2017, the board of directors agreed that his unvested portion of restricted stock of 13,040 shares shall be vested due to the medical reasons provision in the restricted stock agreements. We recorded with this vesting $0.5 million of stock-based compensation expense for the three months ended January 31, 2017.

 

In January 2017, our Board of Directors approved the issuance of options to acquire a total of 10,000 shares of our common stock to one member of our Board of Directors.  Such grant vests in equal increments over a five-year period and has an exercise price of $56.65 per share.  Vested options have an exercise period of five years from the vesting date.  The market price of our common stock at the grant date was $56.65.  The estimated fair market value of such option grant was approximately $0.2 million.  The total compensation cost not yet recognized as of January 31, 2017 was approximately $0.2 million, which will be recognized over the remaining service period of 60 months.

 

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

Prior to November 1, 2016, stock-based compensation expense was recorded net of estimated forfeitures our consolidated statements of income and, accordingly, was recorded for only those stock-based awards that the we expected to vest. We estimated the forfeiture rate based on historical forfeitures of equity awards and adjusted the rate to reflect changes in facts and circumstances, if any. We revised our estimated forfeiture rate if actual forfeitures differed from its initial estimates.

Effective as of November 1, 2016, we adopted a change in accounting policy in accordance with ASU 2016-09, “Compensation—Stock Compensation (Topic 718)” to account for forfeitures as they occur. The change was applied on a modified retrospective basis, and no prior periods were restated as a result of this change in accounting policy.

We measure the fair value of our stock option awards on the date of grant.  The following assumptions were used in the estimated grant date fair value calculations for stock options issued in first quarter of 2017:

 

 

 

 

 

 

 

 

Risk-free interest rate

 

1.84% 

 

Expected volatility

 

42.09% 

 

Dividend yield

 

1.59% 

 

Expected life (years)

 

5.0 

 

 

13


 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

    

    

    

Weighted-Average

    

Aggregate

 

 

    

Number of Shares

    

Grant Price

    

Intrinsic Value

 

Outstanding at October 31, 2016

 

84

 

$

44.76

 

 

 

 

Vested

 

(69)

 

$

52.23

 

 

 

 

Forfeited

 

(13)

 

$

53.66

 

 

 

 

Granted

 

103

 

$

57.62

 

 

 

 

Outstanding at January 31, 2017

 

105

 

$

54.63

 

$

5,824

 

 

The total recognized stock-based compensation expense for restricted stock was $1.8 million and $0.5 million for the three months ended January 31, 2017 and 2016. 

 

Stock options are granted with exercise prices of not less than the fair market value at grant date, generally vest over one to five years and generally expire two to five years after the grant date.  We settle stock option exercises with newly issued shares of common stock.

We measure compensation cost for all stock-based awards at fair value on the date of grant and recognize compensation expense in our consolidated statements of operations over the service period that the awards are expected to vest.  We measure the fair value of our stock based compensation awards on the date of grant.

A summary of stock option activity, related to our 2005 Stock Incentive Plan, is as follows (in thousands, except for per share amounts):

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Weighted-Average

    

Aggregate

 

 

 

Number of Shares

 

Exercise Price

 

Intrinsic Value

 

Outstanding at October 31, 2016

 

8

 

$

18.05

 

 

 

 

Outstanding at January 31, 2017

 

8

 

$

18.05

 

$

442

 

Exercisable at January 31, 2017

 

8

 

$

18.05

 

$

442

 

 

At January 31, 2017, outstanding and exercisable stock options had a weighted-average remaining contractual term of 2.3 years.  The total recognized and unrecognized stock-based compensation expense was insignificant for the three months ended January 31, 2017. 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Weighted-Average

    

 

 

 

 

 

 

 

Exercise

 

Aggregate

 

 

 

Number of Shares

 

Price

 

Intrinsic Value

 

Outstanding at October 31, 2016

 

11

 

$

23.33

 

 

 

 

Granted

 

10

 

$

56.65

 

 

 

 

Outstanding at January 31, 2017

 

21

 

$

39.20

 

$

337

 

Exercisable at January 31, 2017

 

9

 

$

23.29

 

$

288

 

 

At January 31, 2017, outstanding and exercisable stock options had a weighted-average remaining contractual term of 5.9 years.  The total recognized and unrecognized stock-based compensation expense was insignificant for the three months ended January 31, 2017. 

14


 

 

7.Other events

 

Dividend payment

 

On December 8, 2016, we paid a $0.90 per share dividend in the aggregate amount of $15.7 million to shareholders of record on November 17, 2016.

 

Riverside Facility

 

On November 1, 2016, we acquired certain real property, consisting of land, a refrigerated building and select production and office equipment located at 1730 Eastridge Avenue, Riverside, California (collectively, the “Property”) from Fresh Foods, LLC (the “Seller”) for total consideration of approximately $19.4 million.

 

We intend to operate the refrigerated facility as part of our network of USDA and organic certified fresh food facilities.

 

The acquisition of the Property was effected in connection with a potential reverse exchange pursuant to Section 1031 of the Internal Revenue Code.

   Temecula Facility

   In January 2017, our agreement with Pac West Group Inc., a Delaware limited liability company (“Buyer I”), pursuant to which we would sell certain real property located at 28410 Vincent Moraga Drive, Temecula, California (collectively, the “Temecula Property”), was terminated by mutual agreement between Buyer I and seller (us).

   On March 1, 2017, however, we entered into a new agreement with Southern California Investors, a California corporation, for the sale of the Temecula Property under substantially similar terms to those in the original agreement with Buyer I.

   The proceeds from any future sale, subject to completion within the appropriate time period, is expected be used in conjunction with the recently completed acquisition of 1730 Eastridge Avenue, Riverside, California, to complete a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code.

Litigation

 

We are currently a named defendant in two class action lawsuits filed in Superior state courts in California alleging violations of California wage-and-hour laws, failure to pay overtime, failure to pay for missed meal and rest periods, failure to provide accurate itemized wage statements, failure to pay all wages due at the time of termination or resignation, as well as statutory penalties for violation of the California Labor Code and Minimum Wage Order-2014.  We are still assessing the claims and assertions made by the plaintiffs.  We intend to aggressively challenge the merits of each lawsuit.  At this time, we are not able to predict either the outcome of these lawsuits or estimate a potential range of loss with respect to said lawsuits.

 

From time to time, we are also involved in other litigation arising in the ordinary course of our business that we do not believe will have a material adverse impact on our financial statements.

Mexico tax audits

 

    We conduct business internationally and, as a result, one or more of our subsidiaries files income tax returns in U.S. federal, U.S. state and certain foreign jurisdictions.  Accordingly, in the normal course of business, we are subject to examination by taxing authorities, primarily in Mexico and the United States.  During our third quarter of fiscal 2016, our wholly-owned subsidiary, Calavo de Mexico (“CDM”), received a written communication from the Ministry of Finance and Administration of the government of the State of Michoacan, Mexico (“MFM”) containing preliminary observations related to a fiscal 2011 tax audit of such subsidiary.  MFM’s preliminary observations outline certain proposed adjustments primarily related to intercompany funding, deductions for services from certain vendors/suppliers and Value Added Tax

15


 

(“VAT”).  During our fourth fiscal quarter of 2016, we provided a written rebuttal to MFM’s preliminary observations   and requested the adoption of a conclusive agreement before the PRODECON (Local Tax Ombudsman) so that a full discussion of the case between us, the MFM and the PRODECON can occur and so that, as appropriate, the MFM can reconsider their findings.  Note that until such discussion occurs, the normal period during which the MFM would issue its final assessment (previously expected no later February 2017) has been suspended.  Though a formal meeting date has not yet been determined, the discussion between us, the MFM and the PRODECON is expected to start in calendar 2017.

 

    Additionally, we also received notice from Mexico's Federal Tax Administration Service, Servicio de Administracion Tributaria (SAT), that our wholly-owned Mexican subsidiary, Calavo de Mexico, is currently under examination related to fiscal year 2013.  In January 2017 we received preliminary observations from SAT outlining certain proposed adjustments primarily related to intercompany funding deductions for services from certain vendors/suppliers and VAT. We will provide a written rebuttal to these preliminary observation during our second fiscal quarter of 2017.

 

    We believe that the ultimate resolution of these matters is unlikely to have a material effect on our consolidated financial position.

 

8.Fair value measurements

 

A fair value measurement is determined based on the assumptions that a market participant would use in pricing an asset or liability.  A three-tiered hierarchy draws distinctions between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3).

 

The following table sets forth our financial assets and liabilities as of January 31, 2017 that are measured on a recurring basis during the period, segregated by level within the fair value hierarchy:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Level 1

    

Level 2

    

Level 3

    

Total

 

 

 

(All amounts are presented in thousands)

 

Assets at Fair Value:

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment in Limoneira Company(1)

 

$

29,386

 

 

-

 

 

-

 

$

29,386

 

Total assets at fair value

 

$

29,386

 

$