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, 2008
 Commission file number: 000-33385
 CALAVO GROWERS, INC.
 (Exact name of registrant as specified in its charter)
 California
(State of incorporation)
    
    33-0945304
(I.R.S. Employer Identification No.)1141-A Cummings Road, Santa Paula, CA
(Address of principal executive offices)
    
    93060
(Zip code)
 Registrants telephone number, including area code: (805) 525-1245
 Securities registered pursuant to Section 12(b) of the Act:
 Name Of Each ExchangeTitle of Each Class
    
    On Which RegisteredCommon Stock, $0.001 Par Value per Share
    
    Nasdaq Global Select Market
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 o þ
 þ o
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  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o o þ
  Documents Incorporated by Reference




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CAUTIONARY STATEMENT
  2




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PART I
 Item 1. Business
 General development of the business
         3




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Business
Combinations
   Available information
  Fresh products
     4




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th st
 5




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
    
    We continue to have success with our ProRipeVIP avocado ripening program. This
proprietary program allows us to deliver avocados evenly ripened to our customers
specifications. We have invested in the Aweta AFS (acoustic firmness sensor) technology and
equipment. ProRipeVIP is the next generation of selling conditioned avocados that have
firmness determined via soundwaves. This technology is new to avocados. The most
significant and compelling reason we invested in the Aweta systems is because the acoustic
sensors measure firmness of the entire piece of fruit, as opposed to competitive mechanical
tests that use pressure and calculated averages to measure firmness. We believe that
ripened avocados help our customers address the consumers immediate needs and accelerate
the sale of avocados through their stores. We currently have three Aweta systems in use in
the United States, which, we believe, can effectively meet our customers demand for
conditioned fruit.
    
    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.
    
    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.
      6




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Processed Products
     nd
   Sales and Other Financial Information by Business Segment and Product Category
  7




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Patents and Trademarks
  Working Capital Requirements
    Backlog
  Research and Development
  Compliance with Government Regulations
     8




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Employees
   Location
    
    Salaried
    
    HourlyUnited States
    
    
    
    
    
    
    98
    
    
    
    118Mexico
    
    
    
    
    
    
    110
    
    
    
    550TOTAL
    
    
    
    
    
    
    208
    
    
    
    668
 Item 1A. Risk Factors
 Risks Related to Our Business
 We are subject to increasing competition that may adversely affect our operating results.
  
    
    California avocados are 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, the Dominican Republic, Peru 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.
    
    California avocados are 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.
    
    Non-California sourced avocados and perishable food products are 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.
    
    Non-California sourced avocados and perishable food products are 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.
 We are subject to the risks of doing business internationally.
   
    
    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.
 9




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We and our growers are subject to the risks that are inherent in farming.
  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.
   Our business could be adversely affected if we lost key members of our management.
  The acquisition of other businesses could pose risks to our operating income.
  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.
  The value of our common stock may be adversely affected by market volatility.
  
    
    Our operating and financial performance and prospects;
    
    The depth and liquidity of the market for our common stock;
    
    Investor perception of us and the industry and markets in which we operate;
    
    Our inclusion in, or removal from, any equity market indices;
    
    Changes in earnings estimates or buy/sell recommendations by analysts; and
    
    General financial, domestic, international, economic and other market conditions;
 Item 1B. Unresolved Staff Comments
  10




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Item 2. Properties
       nd
   Item 3. Legal Proceedings
  Item 4. Submission of Matters to a Vote of Security Holders
  11




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Executive Officers of the Registrant
  Name
    
    Age
    
    PositionLecil E. Cole
    
    
    69
    
    
    Chairman of the Board, Chief Executive Officer and PresidentArthur J. Bruno
    
    
    58
    
    
    Chief Operating Officer, Chief Financial Officer and Corporate SecretaryRobert J. Wedin
    
    
    59
    
    
    Vice President, Sales and Fresh MarketingAlan C. Ahmer
    
    
    60
    
    
    Vice President, Processed Product Sales and ProductionMichael A. Browne
    
    
    50
    
    
    Vice President, Fresh Operations
 Lecil E. Cole
 Arthur J. Bruno
 Robert J. Wedin
 Alan C. Ahmer
 Michael A. Browne
 PART II
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
   Fiscal 2008
    
    High
    
    LowFirst Quarter
    
    $
    22.71
    
    
    $
    14.75Second Quarter
    
    $
    20.09
    
    
    $
    13.53Third Quarter
    
    $
    15.65
    
    
    $
    10.46Fourth Quarter
    
    $
    13.87
    
    
    $
    8.42
 Fiscal 2007
    
    High
    
    LowFirst Quarter
    
    $
    11.67
    
    
    $
    9.61Second Quarter
    
    $
    14.09
    
    
    $
    10.50Third Quarter
    
    $
    14.52
    
    
    $
    11.85Fourth Quarter
    
    $
    22.91
    
    
    $
    14.45
  12




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Dividend Policy
   
 13




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Item 6. Selected Financial Data
 SELECTED CONSOLIDATED FINANCIAL DATA
   Fiscal Year Ended October 31,2008
    
    2007
    
    2006
    
    2005
    
    2004(In thousands, except per share data)Income Statement Data: (1)Net sales
    
    $
    361,474
    
    
    $
    302,984
    
    
    $
    273,723
    
    
    $
    258,822
    
    
    $
    274,218Gross margin
    
    
    33,181
    
    
    
    31,772
    
    
    
    29,084
    
    
    
    21,734
    
    
    
    25,404Net income
    
    
    7,725
    
    
    
    7,330
    
    
    
    5,788
    
    
    
    3,322
    
    
    
    6,210Basic net income per share
    
    $
    0.54
    
    
    $
    0.51
    
    
    $
    0.40
    
    
    $
    0.24
    
    
    $
    0.46Diluted net income per share
    
    $
    0.53
    
    
    $
    0.51
    
    
    $
    0.40
    
    
    $
    0.24
    
    
    $
    0.46Balance Sheet Data as of End of Period:Working capital
    
    $
    15,413
    
    
    $
    16,334
    
    
    $
    12,023
    
    
    $
    17,618
    
    
    $
    20,353Total assets(3)
    
    
    134,686
    
    
    
    128,018
    
    
    
    107,563
    
    
    
    108,482
    
    
    
    67,398Short-term debt(3)
    
    
    1,362
    
    
    
    1,307
    
    
    
    1,308
    
    
    
    1,313
    
    
    
    22Long-term debt, less current portion(3)
    
    
    25,351
    
    
    
    13,106
    
    
    
    10,406
    
    
    
    11,719
    
    
    
    34Shareholders equity(3)
    
    
    65,517
    
    
    
    74,003
    
    
    
    58,943
    
    
    
    64,746
    
    
    
    43,937Cash Flows Provided by (Used in):Operations
    
    $
    5,296
    
    
    $
    4,629
    
    
    $
    7,819
    
    
    $
    5,568
    
    
    $
    4,460Investing(2)(3)(4)
    
    
    (7,454
    )
    
    
    (7,950
    )
    
    
    (4,663
    )
    
    
    (11,941
    )
    
    
    (8,474
    )Financing(3)
    
    
    2,700
    
    
    
    4,238
    
    
    
    (4,239
    )
    
    
    6,870
    
    
    
    (725
    )Other Data:Dividends per share
    
    $
    0.35
    
    
    $
    0.35
    
    
    $
    0.32
    
    
    $
    0.32
    
    
    $
    0.30Net book value per share
    
    $
    4.52
    
    
    $
    5.15
    
    
    $
    4.12
    
    
    $
    4.51
    
    
    $
    3.25Pounds of California avocados sold
    
    
    92,165
    
    
    
    91,038
    
    
    
    218,460
    
    
    
    104,950
    
    
    
    152,725Pounds of non-California avocados sold
    
    
    123,740
    
    
    
    135,723
    
    
    
    70,063
    
    
    
    103,830
    
    
    
    69,410Pounds of processed avocados products sold
    
    
    22,274
    
    
    
    22,556
    
    
    
    20,489
    
    
    
    15,628
    
    
    
    13,317
 
 (1)
    
    Operating results for fiscal 2008 include the acquisitions of Hawaiian Sweet (HS) and
Hawaiian Pride (HP). Such acquisitions, however, did not significantly impact trends or
results of operations for fiscal 2008, as such acquisitions replaced the previous consigned
arrangement, as discussed in Note 9 to our consolidated financial statements. See Note 17 to
our consolidated financial statements for further discussion of these acquisitions.(2)
    
    Cash flows used in investing activities for fiscal 2004 include the effect of constructing a
processing facility in Uruapan, Michoacan, Mexico. The Uruapan facility commenced operations
in February 2004.(3)
    
    Total assets, short-term debt, long-term debt, equity, cash flows used in investing
activities, and cash flows provided by financing activities for fiscal 2005 and subsequent
periods include the effect of the stock purchase agreement with Limoneira Company.(4)
    
    For fiscal years 2008 and 2007, we advanced $0.8 million and $5.0 million to Agricola Belher
pursuant to our infrastructure agreement. See Note 15 to our consolidated financial
statements. Additionally, we purchased HS and HP for $5.2 million. See Note 17 to our
consolidated financial statements for further discussion of these acquisitions. 14




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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 included in Item 1A and elsewhere in this Annual Report.
 Overview
       15




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Recent Developments
 Dividend Payment
  Fresh Packinghouse acquisition
  Capital Lease
  Contingencies
 Hacienda Suit
 IRS
examination
  Term Revolving Credit Agreement
  16




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Business Acquisitions
 Business Combinations
     At May 30, 2008
 Current assets
    
    $
    1,498Property, plant, and equipment
    
    
    10,947Intangible assets
    
    
    1,310Total assets acquired
    
    
    13,755Current liabilities
    
    
    (809
    )Deferred tax liabilities
    
    
    (654
    )Net assets acquired
    
    
    12,292Deferred consideration
    
    
    (4,709
    )Contingent consideration
    
    
    (2,358
    )Net cash paid as of May 30, 2008
    
    $
    5,225
  Critical Accounting Estimates
  17




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Promotional allowances .
 Income Taxes . Accounting
for Income Taxes
 Accounting for Uncertainty in Income Taxes  an interpretation of FASB
Statement No. 109
    Goodwill and acquired intangible assets Goodwill and Other Intangible
Assets
 18




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Allowance for accounts receivable
 Results of Operations
  Year ended October 31,2008
    
    2007
    
    2006Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Gross margins
    
    
    9.2
    %
    
    
    10.5
    %
    
    
    10.6
    %Selling, general and administrative
    
    
    5.8
    %
    
    
    6.5
    %
    
    
    7.2
    %Operating income
    
    
    3.4
    %
    
    
    4.0
    %
    
    
    3.4
    %Interest Income
    
    
    0.1
    %
    
    
    0.1
    %
    
    
    0.1
    %Interest Expense
    
    
    (0.4
    )%
    
    
    (0.4
    )%
    
    
    (0.3
    )%Other income, net
    
    
    0.2
    %
    
    
    0.2
    %
    
    
    0.2
    %Net income
    
    
    2.1
    %
    
    
    2.4
    %
    
    
    2.1
    %
 Net Sales
     19




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2008
    
    
    Change
    
    
    2007
    
    
    Change
    
    
    2006(Dollars in thousands)Net sales:Fresh products
    
    $
    315,667
    
    
    
    20.8
    %
    
    $
    261,325
    
    
    
    10.3
    %
    
    $
    236,889Processed products
    
    
    45,807
    
    
    
    10.0
    %
    
    
    41,659
    
    
    
    13.1
    %
    
    
    36,834Total net sales
    
    $
    361,474
    
    
    
    19.3
    %
    
    $
    302,984
    
    
    
    10.7
    %
    
    $
    273,723As a percentage of net sales:Fresh products
    
    
    87.3
    %
    
    
    
    
    
    
    86.3
    %
    
    
    
    
    
    
    86.5
    %Processed products
    
    
    12.7
    %
    
    
    
    
    
    
    13.7
    %
    
    
    
    
    
    
    13.5
    %100.0
    %
    
    
    
    
    
    
    100.0
    %
    
    
    
    
    
    
    100.0
    %
   Year ended October 31, 2008
    
    
    Year ended October 31, 2007Fresh
    
    
    Processed
    
    
    
    
    
    
    Fresh
    
    
    Processedproducts
    
    
    products
    
    
    Total
    
    
    products
    
    
    products
    
    
    TotalThird-party sales:California avocados
    
    $
    102,461
    
    
    $
    
    
    
    $
    102,461
    
    
    $
    95,130
    
    
    $
    
    
    
    $
    95,130Imported avocados
    
    
    135,977
    
    
    
    
    
    
    
    135,977
    
    
    
    120,588
    
    
    
    
    
    
    
    120,588Tomatoes
    
    
    19,609
    
    
    
    
    
    
    
    19,609
    
    
    
    8,837
    
    
    
    
    
    
    
    8,837Pineapples
    
    
    15,944
    
    
    
    
    
    
    
    15,944
    
    
    
    24
    
    
    
    
    
    
    
    24Papayas
    
    
    8,120
    
    
    
    
    
    
    
    8,120
    
    
    
    5,887
    
    
    
    
    
    
    
    5,887Diversified products
    
    
    2,364
    
    
    
    
    
    
    
    2,364
    
    
    
    4,062
    
    
    
    
    
    
    
    4,062Processed  food service
    
    
    
    
    
    
    38,233
    
    
    
    38,233
    
    
    
    
    
    
    
    38,338
    
    
    
    38,338Processed  retail and club
    
    
    
    
    
    
    13,924
    
    
    
    13,924
    
    
    
    
    
    
    
    10,706
    
    
    
    10,706Total fruit and product sales
to third-parties
    
    
    284,475
    
    
    
    52,157
    
    
    
    336,632
    
    
    
    234,528
    
    
    
    49,044
    
    
    
    283,572Freight and other charges
    
    
    31,263
    
    
    
    1,397
    
    
    
    32,660
    
    
    
    26,816
    
    
    
    739
    
    
    
    27,555Total third-party sales
    
    
    315,738
    
    
    
    53,554
    
    
    
    369,292
    
    
    
    261,344
    
    
    
    49,783
    
    
    
    311,127Less sales incentives
    
    
    (71
    )
    
    
    (7,747
    )
    
    
    (7,818
    )
    
    
    (19
    )
    
    
    (8,124
    )
    
    
    (8,143
    )Total net sales to third-parties
    
    
    315,667
    
    
    
    45,807
    
    
    
    361,474
    
    
    
    261,325
    
    
    
    41,659
    
    
    
    302,984Intercompany sales
    
    
    13,881
    
    
    
    9,585
    
    
    
    23,466
    
    
    
    13,020
    
    
    
    8,123
    
    
    
    21,143Net sales
    
    $
    329,548
    
    
    $
    55,392
    
    
    
    384,940
    
    
    $
    274,345
    
    
    $
    49,782
    
    
    
    324,127Intercompany sales eliminations
    
    
    
    
    
    
    
    
    
    
    (23,466
    )
    
    
    
    
    
    
    
    
    
    
    (21,143
    )Consolidated net sales
    
    
    
    
    
    
    
    
    
    $
    361,474
    
    
    
    
    
    
    
    
    
    
    $
    302,984
 Year ended October 31, 2007
    
    
    Year ended October 31, 2006Fresh
    
    
    Processed
    
    
    
    
    
    
    Fresh
    
    
    Processedproducts
    
    
    products
    
    
    Total
    
    
    products
    
    
    products
    
    
    TotalThird-party sales:California avocados
    
    $
    95,130
    
    
    $
    
    
    
    $
    95,130
    
    
    $
    140,995
    
    
    $
    
    
    
    $
    140,995Imported avocados
    
    
    120,588
    
    
    
    
    
    
    
    120,588
    
    
    
    51,191
    
    
    
    
    
    
    
    51,191Tomatoes
    
    
    8,837
    
    
    
    
    
    
    
    8,837
    
    
    
    
    
    
    
    
    
    
    
    Pineapples
    
    
    24
    
    
    
    
    
    
    
    24
    
    
    
    
    
    
    
    
    
    
    
    Papayas
    
    
    5,887
    
    
    
    
    
    
    
    5,887
    
    
    
    4,822
    
    
    
    
    
    
    
    4,822Diversified products
    
    
    4,062
    
    
    
    
    
    
    
    4,062
    
    
    
    9,543
    
    
    
    
    
    
    
    9,543Processed  food service
    
    
    
    
    
    
    38,338
    
    
    
    38,338
    
    
    
    
    
    
    
    34,021
    
    
    
    34,021Processed  retail and club
    
    
    
    
    
    
    10,706
    
    
    
    10,706
    
    
    
    
    
    
    
    10,454
    
    
    
    10,454Total fruit and product sales
to third-parties
    
    
    234,528
    
    
    
    49,044
    
    
    
    283,572
    
    
    
    206,551
    
    
    
    44,475
    
    
    
    251,026Freight and other charges
    
    
    26,816
    
    
    
    739
    
    
    
    27,555
    
    
    
    30,383
    
    
    
    637
    
    
    
    31,020Total third-party sales
    
    
    261,344
    
    
    
    49,783
    
    
    
    311,127
    
    
    
    236,934
    
    
    
    45,112
    
    
    
    282,046Less sales incentives
    
    
    (19
    )
    
    
    (8,124
    )
    
    
    (8,143
    )
    
    
    (45
    )
    
    
    (8,278
    )
    
    
    (8,323
    )Total net sales to third-parties
    
    
    261,325
    
    
    
    41,659
    
    
    
    302,984
    
    
    
    236,889
    
    
    
    36,834
    
    
    
    273,723Intercompany sales
    
    
    13,020
    
    
    
    8,123
    
    
    
    21,143
    
    
    
    9,532
    
    
    
    6,227
    
    
    
    15,759Net sales
    
    $
    274,345
    
    
    $
    49,782
    
    
    
    324,127
    
    
    $
    246,421
    
    
    $
    43,061
    
    
    
    289,482Intercompany sales eliminations
    
    
    
    
    
    
    
    
    
    
    (21,143
    )
    
    
    
    
    
    
    
    
    
    
    (15,759
    )Consolidated net sales
    
    
    
    
    
    
    
    
    
    $
    302,984
    
    
    
    
    
    
    
    
    
    
    $
    273,723
 20




---



##### 



Fresh Products
   TM
          21




---



##### 



TM
     Processed Products
   nd
    22




---



##### 



Gross Margins
  2008
    
    
    Change
    
    
    2007
    
    
    Change
    
    
    2006(Dollars in thousands)Gross Margins:Fresh products
    
    $
    22,223
    
    
    
    3.6
    %
    
    $
    21,461
    
    
    
    14.9
    %
    
    $
    18,673Processed products
    
    
    10,958
    
    
    
    6.3
    %
    
    
    10,311
    
    
    
    (1.0
    )%
    
    
    10,411Total gross margins
    
    $
    33,181
    
    
    
    4.4
    %
    
    $
    31,772
    
    
    
    9.2
    %
    
    $
    29,084Gross profit percentages:Fresh products
    
    
    7.0
    %
    
    
    
    
    
    
    8.2
    %
    
    
    
    
    
    
    7.9
    %Processed products
    
    
    23.9
    %
    
    
    
    
    
    
    24.8
    %
    
    
    
    
    
    
    28.3
    %Consolidated
    
    
    9.2
    %
    
    
    
    
    
    
    10.5
    %
    
    
    
    
    
    
    10.6
    %
       23




---



##### 



Selling, General and Administrative
 2008
    
    Change
    
    2007
    
    Change
    
    2006(Dollars in thousands)Selling, general and administrative
    
    $
    20,914
    
    
    
    5.8
    %
    
    $
    19,759
    
    
    NM
    
    $
    19,767Percentage of net sales
    
    
    5.8
    %
    
    
    
    
    
    
    6.5
    %
    
    
    
    
    
    
    7.2
    %
 
    Interest income
 2008
    
    Change
    
    2007
    
    Change
    
    2006(Dollars in thousands)Interest income
    
    $
    516
    
    
    
    108.1
    %
    
    $
    248
    
    
    
    (30.3
    )%
    
    $
    356Percentage of net sales
    
    
    0.1
    %
    
    
    
    
    
    
    0.1
    %
    
    
    
    
    
    
    0.1
    %
  Interest expense
 2008
    
    Change
    
    2007
    
    Change
    
    2006(Dollars in thousands)Interest expense
    
    $
    (1,485
    )
    
    
    10.3
    %
    
    $
    (1,346
    )
    
    
    42.7
    %
    
    $
    (943
    )Percentage of net sales
    
    
    (0.4
    )%
    
    
    
    
    
    
    (0.4
    )%
    
    
    
    
    
    
    (0.3
    )%
   24




---



##### 



Other Income, Net
 2008
    
    Change
    
    2007
    
    Change
    
    2006(Dollars in thousands)Other income, net
    
    $
    715
    
    
    
    39.6
    %
    
    $
    512
    
    
    
    (14.5
    )%
    
    $
    599Percentage of net sales
    
    
    0.2
    %
    
    
    
    
    
    
    0.2
    %
    
    
    
    
    
    
    0.2
    %
  Provision for Income Taxes
 2008
    
    Change
    
    2007
    
    Change
    
    2006(Dollars in thousands)Provision for income taxes
    
    $
    4,567
    
    
    
    6.9
    %
    
    $
    4,271
    
    
    
    18.0
    %
    
    $
    3,620Percentage of income before
provision for income taxes
    
    
    37.2
    %
    
    
    
    
    
    
    36.8
    %
    
    
    
    
    
    
    38.5
    %
  Quarterly Results of Operations
  Three months endedOct. 31,
    
    
    July 31,
    
    
    Apr. 30,
    
    
    Jan. 31,
    
    
    Oct. 31,
    
    
    July 31,
    
    
    Apr. 30,
    
    
    Jan. 31,2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2007
    
    
    2007
    
    
    2007
    
    
    2007(in thousands, except per share amounts)Statement of Operations DataNet sales
    
    $
    93,553
    
    
    $
    96,903
    
    
    $
    98,777
    
    
    $
    72,241
    
    
    $
    85,286
    
    
    $
    91,307
    
    
    $
    69,147
    
    
    $
    57,244Cost of sales
    
    
    81,387
    
    
    
    89,211
    
    
    
    91,483
    
    
    
    66,212
    
    
    
    78,214
    
    
    
    82,680
    
    
    
    59,993
    
    
    
    50,325Gross margin
    
    
    12,166
    
    
    
    7,692
    
    
    
    7,294
    
    
    
    6,029
    
    
    
    7,072
    
    
    
    8,627
    
    
    
    9,154
    
    
    
    6,919Selling, general and administrative
    
    
    6,162
    
    
    
    5,301
    
    
    
    4,701
    
    
    
    4,750
    
    
    
    5,599
    
    
    
    4,803
    
    
    
    4,775
    
    
    
    4,582Operating income (loss)
    
    
    6,004
    
    
    
    2,391
    
    
    
    2,593
    
    
    
    1,279
    
    
    
    1,473
    
    
    
    3,824
    
    
    
    4,379
    
    
    
    2,337Other income (expense), net
    
    
    178
    
    
    
    (118
    )
    
    
    52
    
    
    
    (87
    )
    
    
    128
    
    
    
    (247
    )
    
    
    (137
    )
    
    
    (156
    )Income (loss) before provision (benefit)
for income taxes
    
    
    6,182
    
    
    
    2,273
    
    
    
    2,645
    
    
    
    1,192
    
    
    
    1,601
    
    
    
    3,577
    
    
    
    4,242
    
    
    
    2,181Provision (benefit) for income taxes
    
    
    2,190
    
    
    
    884
    
    
    
    1,033
    
    
    
    460
    
    
    
    411
    
    
    
    1,355
    
    
    
    1,655
    
    
    
    850Net income (loss)
    
    $
    3,992
    
    
    $
    1,389
    
    
    $
    1,612
    
    
    $
    732
    
    
    $
    1,190
    
    
    $
    2,222
    
    
    $
    2,587
    
    
    $
    1,331Net income (loss) per share:Basic
    
    $
    0.28
    
    
    $
    0.10
    
    
    $
    0.11
    
    
    $
    0.05
    
    
    $
    0.08
    
    
    $
    0.16
    
    
    $
    0.18
    
    
    $
    0.09Diluted
    
    $
    0.28
    
    
    $
    0.10
    
    
    $
    0.11
    
    
    $
    0.05
    
    
    $
    0.08
    
    
    $
    0.15
    
    
    $
    0.18
    
    
    $
    0.09Number of shares used in per share
computation:Basic
    
    
    14,408
    
    
    
    14,405
    
    
    
    14,403
    
    
    
    14,375
    
    
    
    14,329
    
    
    
    14,300
    
    
    
    14,294
    
    
    
    14,293Diluted
    
    
    14,443
    
    
    
    14,467
    
    
    
    14,514
    
    
    
    14,503
    
    
    
    14,530
    
    
    
    14,452
    
    
    
    14,398
    
    
    
    14,359
 25




---



##### 



Liquidity and Capital Resources
  
       26




---



##### 



Payments due by periodContractual Obligations
    
    Total
    
    
    Less than 1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    More than 5 yearsLong-term debt obligations (including interest)
    
    $
    31,972
    
    
    $
    2,565
    
    
    $
    8,710
    
    
    $
    16,977
    
    
    $
    3,720Revolving credit facilities
    
    
    10,130
    
    
    
    10,130
    
    
    
    
    
    
    
    
    
    
    
    Defined benefit plan
    
    
    279
    
    
    
    46
    
    
    
    92
    
    
    
    92
    
    
    
    49Operating lease commitments
    
    
    10,119
    
    
    
    1,185
    
    
    
    2,030
    
    
    
    1,788
    
    
    
    5,116Total
    
    $
    52,500
    
    
    $
    13,926
    
    
    $
    10,832
    
    
    $
    18,857
    
    
    $
    8,885
   Impact of Recently Issued Accounting Pronouncements
  27




---



##### 



Item 7A. Quantitative and Qualitative Disclosures About Market Risk
  Expected maturity date October 31,(All amounts in thousands)
    
    2009
    
    2010
    
    2011
    
    2012
    
    2013
    
    Thereafter
    
    Total
    
    Fair ValueAssetsCash and cash equivalents (1)
    
    $
    1,509
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,509
    
    
    $
    1,509Accounts receivable (1)
    
    
    27,717
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,717
    
    
    
    27,717LiabilitiesPayable to growers (1)
    
    $
    2,392
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2,392
    
    
    $
    2,392Accounts payable (1)
    
    
    4,567
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,567
    
    
    
    4,567Current borrowings pursuant to credit
facilities (1)
    
    
    10,130
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,130
    
    
    
    10,130Long-term borrowings pursuant to credit
facilities (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,000
    
    
    
    
    
    
    
    
    
    
    
    13,000
    
    
    
    14,356Fixed-rate long-term obligations (3)
    
    
    1,362
    
    
    
    4,892
    
    
    
    1,370
    
    
    
    1,373
    
    
    
    1,376
    
    
    
    3,340
    
    
    
    13,713
    
    
    
    14,713
 
 (1)
    
    We believe the carrying amounts of cash and cash equivalents, accounts receivable,
advances to suppliers, payable to growers, accounts payable, and current borrowings
pursuant to credit facilities approximate their fair value due to the short maturity of
these financial instruments.(2)
    
    Long-term borrowings pursuant to our credit facility bears
interest at 4.9%. We
believe that a portfolio of loans with a similar risk profile would currently yield a
return of 2.2%. We project the impact of an increase or decrease in interest rates of 100
basis points would result in a change of fair value by approximately $529,000.(3)
    
    Fixed-rate long-term obligations bear interest rates ranging from 3.8% to 5.7% with a
weighted-average interest rate of 5.1%. We believe that loans with a similar risk profile
would currently yield a return of 3.2%. 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 $456,000.   28




---



##### 



Item 8. Financial Statements and Supplementary Data
 CALAVO GROWERS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
 October 31,2008
    
    
    2007AssetsCurrent assets:Cash and cash equivalents
    
    $
    1,509
    
    
    $
    967Accounts receivable, net of allowances
of $2,213 (2008) and $2,271 (2007)
    
    
    27,717
    
    
    
    25,992Inventories, net
    
    
    14,889
    
    
    
    8,359Prepaid expenses and other current assets
    
    
    5,155
    
    
    
    4,911Advances to suppliers
    
    
    2,927
    
    
    
    2,292Income taxes receivable
    
    
    992
    
    
    
    1,539Deferred income taxes
    
    
    1,826
    
    
    
    2,525Total current assets
    
    
    55,015
    
    
    
    46,585Property, plant, and equipment, net
    
    
    37,709
    
    
    
    20,888Investment in Limoneira
    
    
    29,904
    
    
    
    48,962Investment in Maui Fresh, LLC
    
    
    682
    
    
    
    403Goodwill
    
    
    3,591
    
    
    
    3,591Other assets
    
    
    7,785
    
    
    
    7,589$
    134,686
    
    
    $
    128,018Liabilities and shareholders equityCurrent liabilities:Payable to growers
    
    $
    2,392
    
    
    $
    2,414Trade accounts payable
    
    
    4,567
    
    
    
    2,643Accrued expenses
    
    
    16,104
    
    
    
    12,227Short-term borrowings
    
    
    10,130
    
    
    
    6,630Dividend payable
    
    
    5,047
    
    
    
    5,030Current portion of long-term obligations
    
    
    1,362
    
    
    
    1,307Total current liabilities
    
    
    39,602
    
    
    
    30,251Long-term liabilities:Long-term obligations, less current portion
    
    
    25,351
    
    
    
    13,106Deferred income taxes
    
    
    4,216
    
    
    
    10,658Total long-term liabilities
    
    
    29,567
    
    
    
    23,764Commitments and contingenciesShareholders equity:Common stock ($0.001 par value, 100,000 shares authorized; 14,419 and 14,371 shares outstanding at October 31, 2008 and 2007)
    
    
    14
    
    
    
    14Additional paid-in capital
    
    
    38,626
    
    
    
    38,068Accumulated other comprehensive income
    
    
    3,943
    
    
    
    15,664Retained earnings
    
    
    22,934
    
    
    
    20,257Total shareholders equity
    
    
    65,517
    
    
    
    74,003$
    134,686
    
    
    $
    128,018
 See accompanying notes to consolidated financial statements.
 29




---



##### 



CALAVO GROWERS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
 Year Ended October 31,2008
    
    
    2007
    
    
    2006Net sales
    
    $
    361,474
    
    
    $
    302,984
    
    
    $
    273,723Cost of sales
    
    
    328,293
    
    
    
    271,212
    
    
    
    244,639Gross margin
    
    
    33,181
    
    
    
    31,772
    
    
    
    29,084Selling, general and administrative
    
    
    20,914
    
    
    
    19,759
    
    
    
    19,767Operating income
    
    
    12,267
    
    
    
    12,013
    
    
    
    9,317Equity in earnings from Maui Fresh, LLC
    
    
    279
    
    
    
    174
    
    
    
    79Interest income
    
    
    516
    
    
    
    248
    
    
    
    356Interest expense
    
    
    (1,485
    )
    
    
    (1,346
    )
    
    
    (943
    )Other income, net
    
    
    715
    
    
    
    512
    
    
    
    599Income before provision for income taxes
    
    
    12,292
    
    
    
    11,601
    
    
    
    9,408Provision for income taxes
    
    
    4,567
    
    
    
    4,271
    
    
    
    3,620Net income
    
    $
    7,725
    
    
    $
    7,330
    
    
    $
    5,788Net income per share:Basic
    
    $
    0.54
    
    
    $
    0.51
    
    
    $
    0.40Diluted
    
    $
    0.53
    
    
    $
    0.51
    
    
    $
    0.40Number of shares used in per share computation:Basic
    
    
    14,398
    
    
    
    14,304
    
    
    
    14,304Diluted
    
    
    14,481
    
    
    
    14,435
    
    
    
    14,354
 See accompanying notes to consolidated financial statements.
 30




---



##### 



CALAVO GROWERS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(All amounts in thousands)
 Year ended October 31,2008
    
    
    2007
    
    
    2006Net income
    
    $
    7,725
    
    
    $
    7,330
    
    
    $
    5,788Other comprehensive income (loss), before tax:Unrealized holding gains (losses) arising during period
    
    
    (19,058
    )
    
    
    15,083
    
    
    
    (11,755
    )Income tax benefit (expense) related to items of othercomprehensive income (loss)
    
    
    7,337
    
    
    
    (5,712
    )
    
    
    4,662Other comprehensive income (loss), net of tax
    
    
    (11,721
    )
    
    
    9,371
    
    
    
    (7,093
    )Comprehensive income (loss)
    
    $
    (3,996
    )
    
    $
    16,701
    
    
    $
    (1,305
    )
 See accompanying notes to consolidated financial statements.
 31




---



##### 



CALAVO GROWERS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(in thousands)
 Notes
    
    
    AccumulatedAdditional
    
    
    Receivable
    
    
    OtherCommon Stock
    
    
    Paid-in
    
    
    From
    
    
    Comprehensive
    
    
    RetainedShares
    
    
    Amount
    
    
    Capital
    
    
    Shareholders
    
    
    Income
    
    
    Earnings
    
    
    TotalBalance, October 31, 2005
    
    
    14,362
    
    
    $
    14
    
    
    $
    37,240
    
    
    $
    (2,636
    )
    
    $
    13,386
    
    
    $
    16,742
    
    
    $
    64,746Exercise of stock options and
income tax benefit of $146
    
    
    51
    
    
    
    
    
    
    
    403
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    403Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    666
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    666Unrealized loss on Limoneira investment, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,093
    )
    
    
    
    
    
    
    (7,093
    )Retirement of common stock
    
    
    (120
    )
    
    
    
    
    
    
    (1,200
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,200
    )Collections on shareholder notes receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    206
    
    
    
    
    
    
    
    
    
    
    
    206Dividend declared to shareholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,573
    )
    
    
    (4,573
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,788
    
    
    
    5,788Balance, October 31, 2006
    
    
    14,293
    
    
    
    14
    
    
    
    37,109
    
    
    
    (2,430
    )
    
    
    6,293
    
    
    
    17,957
    
    
    
    58,943Exercise of stock options and
income tax benefit of $233
    
    
    78
    
    
    
    
    
    
    
    943
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    943Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16Unrealized gain on Limoneira investment, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,371
    
    
    
    
    
    
    
    9,371Collections on shareholder notes receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,430
    
    
    
    
    
    
    
    
    
    
    
    2,430Dividend declared to shareholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,030
    )
    
    
    (5,030
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,330
    
    
    
    7,330Balance, October 31, 2007
    
    
    14,371
    
    
    
    14
    
    
    
    38,068
    
    
    
    
    
    
    
    15,664
    
    
    
    20,257
    
    
    
    74,003Exercise of stock options and
income tax benefit of $147
    
    
    48
    
    
    
    
    
    
    
    534
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    534Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    24
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24Unrealized loss on Limoneira investment, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,721
    )
    
    
    
    
    
    
    (11,721
    )Dividend declared to shareholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,048
    )
    
    
    (5,048
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,725
    
    
    
    7,725Balance, October 31, 2008
    
    
    14,419
    
    
    $
    14
    
    
    $
    38,626
    
    
    $
    
    
    
    $
    3,943
    
    
    $
    22,934
    
    
    $
    65,517
 See accompanying notes to consolidated financial statements.
 32




---



##### 



CALAVO GROWERS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 Year Ended October 31,2008
    
    
    2007
    
    
    2006Cash Flows from Operating Activities:Net income
    
    $
    7,725
    
    
    $
    7,330
    
    
    $
    5,788Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    2,657
    
    
    
    2,391
    
    
    
    2,326Provision for losses on accounts receivable
    
    
    20
    
    
    
    473
    
    
    
    14Income from Maui Fresh, LLC
    
    
    (279
    )
    
    
    (174
    )
    
    
    (79
    )Interest on deferred consideration
    
    
    75
    
    
    
    
    
    
    
    Stock compensation expense
    
    
    24
    
    
    
    16
    
    
    
    666Loss on disposal of property, plant, and equipment
    
    
    70
    
    
    
    8
    
    
    
    23Deferred income taxes
    
    
    940
    
    
    
    378
    
    
    
    767Effect on cash of changes in operating assets and liabilities:Accounts receivable
    
    
    (1,400
    )
    
    
    (2,263
    )
    
    
    (4,963
    )Inventories, net
    
    
    (5,587
    )
    
    
    2,210
    
    
    
    (473
    )Prepaid expenses and other current assets
    
    
    (79
    )
    
    
    1,023
    
    
    
    (974
    )Advances to suppliers
    
    
    (635
    )
    
    
    (886
    )
    
    
    (265
    )Income taxes receivable
    
    
    461
    
    
    
    816
    
    
    
    (1,229
    )Other assets
    
    
    171
    
    
    
    92
    
    
    
    (1,286
    )Payable to growers
    
    
    (22
    )
    
    
    (3,920
    )
    
    
    4,581Trade accounts payable and accrued expenses
    
    
    1,155
    
    
    
    (2,865
    )
    
    
    2,923Net cash provided by operating activities
    
    
    5,296
    
    
    
    4,629
    
    
    
    7,819Cash Flows from Investing Activities:Acquisitions of property, plant, and equipment
    
    
    (2,674
    )
    
    
    (2,950
    )
    
    
    (4,513
    )Loan to Agricola Belher
    
    
    (750
    )
    
    
    (5,000
    )
    
    
    Collections from Agricola Belher
    
    
    1,000
    
    
    
    
    
    
    
    Acquisition of Hawaiian Sweet and Pride, net of cash acquired
    
    
    (5,030
    )
    
    
    
    
    
    
    Investment in Maui Fresh, LLC
    
    
    
    
    
    
    
    
    
    
    (150
    )Net cash used in investing activities
    
    
    (7,454
    )
    
    
    (7,950
    )
    
    
    (4,663
    )Cash Flows from Financing Activities:Dividend paid to shareholders
    
    
    (5,031
    )
    
    
    (4,573
    )
    
    
    (4,564
    )Proceeds from line of credit borrowings, net
    
    
    8,500
    
    
    
    6,826
    
    
    
    2,380Proceeds from issuance of long-term debt
    
    
    
    
    
    
    
    
    
    
    Payments on long-term obligations
    
    
    (1,389
    )
    
    
    (1,301
    )
    
    
    (1,318
    )Retirement of common stock
    
    
    
    
    
    
    
    
    
    
    (1,200
    )Proceeds from stock option exercises
    
    
    387
    
    
    
    710
    
    
    
    257Tax benefit of stock option exercises
    
    
    233
    
    
    
    146
    
    
    
    Proceeds from collection of shareholder notes receivable
    
    
    
    
    
    
    2,430
    
    
    
    206Net cash provided by (used in) financing activities
    
    
    2,700
    
    
    
    4,238
    
    
    
    (4,239
    )Net increase (decrease) in cash and cash equivalents
    
    
    542
    
    
    
    917
    
    
    
    (1,083
    )Cash and cash equivalents, beginning of year
    
    
    967
    
    
    
    50
    
    
    
    1,133Cash and cash equivalents, end of year
    
    $
    1,509
    
    
    $
    967
    
    
    $
    50Supplemental
Information Cash paid during the year for:Interest
    
    $
    1,455
    
    
    $
    1,310
    
    
    $
    936Income taxes
    
    $
    2,504
    
    
    $
    3,100
    
    
    $
    4,091Noncash Investing and Financing Activities:Tax receivable increase related to stock option exercise
    
    $
    147
    
    
    $
    233
    
    
    $
    146Declared dividends payable
    
    $
    5,047
    
    
    $
    5,030
    
    
    $
    4,573Construction in progress included in trade accounts payable and accrued expenses
    
    $
    259
    
    
    $
    
    
    
    $
    438Capital lease
    
    $
    1,125
    
    
    $
    
    
    
    $
    Fixed asset acquired with long term debt
    
    $
    4,000
    
    
    $
    
    
    
    $
    Unrealized holding gains (losses)
    
    $
    (19,058
    )
    
    $
    15,083
    
    
    $
    (11,755
    )In May 2008, we acquired all of the outstanding shares of Hawaiian Sweet, Inc. and all
ownership interests of Hawaiian Pride, LLC for approximately $5.0 million, as well as approximately
$7.1 million in deferred and contingent consideration and
$0.6 million in deferred tax liabilities, plus acquisition costs of approximately $0.2
million. See Note 17 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)
    
    2008Current assets
    
    $
    1,303Fixed assets
    
    
    10,947Intangible assets
    
    
    1,310Total non-cash assets acquired
    
    
    13,560Current liabilities assumed
    
    
    809Deferred tax liabilities
    
    
    654Deferred and contingent consideration
    
    
    7,067Net non-cash assets acquired
    
    $
    5,030
 See accompanying notes to consolidated financial statements.
 33




---



##### 



CALAVO GROWERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Description of the business
 Business
  2. Basis of Presentation and Significant Accounting Policies
   Cash and Cash Equivalents
  Inventories
  Property, Plant, and Equipment
  Accounting for Costs of Computer Software Developed or Obtained for Internal Use
 Goodwill and Acquired Intangible Assets
 Goodwill and Other Intangible
Assets
 34




---



##### 



Long-lived Assets
  Investments
    35




---



##### 



Marketable Securities
 Accounting
for Certain Investments in Debt and Equity Securities
 Advances to Suppliers
  Accrued Expenses
  Revenue Recognition
  Shipping and Handling
 Accounting for Shipping
and Handling Fees and Costs
 Promotional Allowances
  Allowance for Accounts Receivable
  36




---



##### 



Consignment Arrangements
  2008
    
    
    2007
    
    
    2006Sales
    
    $
    49,189
    
    
    $
    22,347
    
    
    $
    10,127Cost of Sales
    
    
    45,739
    
    
    
    20,640
    
    
    
    8,943Gross Margin
    
    $
    3,450
    
    
    $
    1,707
    
    
    $
    1,184
 Advertising Expense
  Other income, net
  Use of Estimates
  Income Taxes
 Accounting for Income Taxes
 Accounting for Uncertainty in Income Taxes  an interpretation of FASB
Statement No. 109
  37




---



##### 



Basic and Diluted Net Income per Share
  Stock-Based Compensation
 Share-Based Payment
   2008
    
    2007Risk-free interest rate
    
    
    2.95
    %
    
    
    3.25
    %Expected volatility
    
    
    28.24
    %
    
    
    22.19
    %Dividend yield
    
    
    2.4
    %
    
    
    3.1
    %Expected life (years)
    
    
    4.0
    
    
    
    5.5
    38




---



##### 



Foreign Currency Translation and Remeasurement
  Fair Value of Financial Instruments
  Derivative Financial Instruments
  Recent Accounting Pronouncements
 The Hierarchy of Generally Accepted
Accounting Principles The Meaning of Present Fairly in Conformity with Generally Accepted Accounting
Principles
 Determination of the Useful Life of Intangible
Assets
 Disclosures about Derivative Instruments and
Hedging Activities
 Noncontrolling Interests in Consolidated
Financial Statements, an amendment of ARB 51
 39




---



##### 



Business Combinations
 The Fair Value Option for Financial Assets and
Financial Liabilities
 Fair Value Measurements Effective
Date of FASB Statement No. 157
 Comprehensive Income (Loss)
  Reclassifications
  3. Inventories
  October 31,2008
    
    
    2007Fresh fruit
    
    $
    6,019
    
    
    $
    3,884Packing supplies and ingredients
    
    
    3,059
    
    
    
    2,389Finished processed foods
    
    
    5,811
    
    
    
    2,086$
    14,889
    
    
    $
    8,359
   40




---



##### 



4. Property, Plant, and Equipment
  October 31,2008
    
    
    2007Land
    
    $
    7,179
    
    
    $
    947Buildings and improvements
    
    
    17,769
    
    
    
    13,976Leasehold improvements
    
    
    416
    
    
    
    171Equipment
    
    
    43,311
    
    
    
    35,449Information systems  Hardware and software
    
    
    5,270
    
    
    
    4,689Construction in progress
    
    
    1,049
    
    
    
    88674,994
    
    
    
    56,118Less accumulated depreciation and amortization
    
    
    (37,285
    )
    
    
    (35,230
    )$
    37,709
    
    
    $
    20,888
   5. Other Assets
  6. Revolving Credit Facilities
  41




---



##### 



7. Employee Benefit Plans
    2008
    
    
    2007Change in projected benefit obligation:Projected benefit obligation at beginning of year
    
    $
    361
    
    
    $
    414Interest cost
    
    
    20
    
    
    
    23Actuarial gain
    
    
    (56
    )
    
    
    (29
    )Benefits paid
    
    
    (46
    )
    
    
    (47
    )Projected benefit obligation at end of year (unfunded)
    
    $
    279
    
    
    $
    361
  2008
    
    
    2007Projected benefit obligation
    
    $
    279
    
    
    $
    361Unrecognized net (gain) loss
    
    
    
    
    
    
    Recorded pension liabilities
    
    $
    279
    
    
    $
    361
  2008
    
    2007Discount rate on projected benefit obligation
    
    
    7.00
    %
    
    
    6.00
    %
 8. Commitments and Contingencies
 Commitments and guarantees
  2009
    
    $
    1,1852010
    
    
    1,0932011
    
    
    9372012
    
    
    8992013
    
    
    889Thereafter
    
    
    5,116$
    10,119
   42




---



##### 



nd
 Litigation
 Hacienda Suit
 IRS examination
  9. Related-Party Transactions
    10. Income Taxes
  2008
    
    
    2007
    
    
    2006Current:Federal
    
    $
    2,639
    
    
    $
    2,865
    
    
    $
    2,423State
    
    
    615
    
    
    
    817
    
    
    
    598Foreign
    
    
    251
    
    
    
    211
    
    
    
    63Total current
    
    
    3,505
    
    
    
    3,893
    
    
    
    3,084Deferred
    
    
    1,062
    
    
    
    378
    
    
    
    536Total income tax provision
    
    $
    4,567
    
    
    $
    4,271
    
    
    $
    3,620
  43




---



##### 



2008
    
    
    2007Allowances for accounts receivable
    
    $
    1,014
    
    
    $
    2,021Inventories
    
    
    305
    
    
    
    127State taxes
    
    
    166
    
    
    
    126Intangible assets
    
    
    11
    
    
    
    Accrued liabilities
    
    
    330
    
    
    
    251Current deferred income taxes
    
    $
    1,826
    
    
    $
    2,525Property, plant, and equipment
    
    
    (2,151
    )
    
    
    (1,029
    )Intangible assets
    
    
    (222
    )
    
    
    (180
    )Unrealized gain, Limoneira investment
    
    
    (2,511
    )
    
    
    (9,848
    )Retirement benefits
    
    
    362
    
    
    
    150Stock-based compensation
    
    
    286
    
    
    
    287Other
    
    
    20
    
    
    
    (38
    )Long-term deferred income taxes
    
    $
    (4,216
    )
    
    $
    (10,658
    )
  2008
    
    2007
    
    2006Federal statutory tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State taxes, net of federal effects
    
    
    4.3
    
    
    
    5.0
    
    
    
    4.8Foreign
income taxes greater (less) than U.S.
    
    
    (1.2
    )
    
    
    (1.3
    )
    
    
    (0.8
    )Benefit of lower federal tax brackets
    
    
    (0.6
    )
    
    
    (0.7
    )
    
    
    (0.7
    )Other
    
    
    (0.3
    )
    
    
    (1.2
    )
    
    
    0.237.2
    %
    
    
    36.8
    %
    
    
    38.5
    %
     Balance at November 1, 2007
    
    $
    61Additions for tax positions of prior years
    
    
    46Balance at October 31, 2008
    
    $
    107
   44




---



##### 



11. Segment Information
  Fresh
    
    
    Processedproducts
    
    
    products
    
    
    Total(All amounts are presented in thousands)Year ended October 31, 2008Net sales
    
    $
    315,667
    
    
    $
    45,807
    
    
    $
    361,474Cost of sales
    
    
    293,444
    
    
    
    34,849
    
    
    
    328,293Gross margin
    
    $
    22,223
    
    
    $
    10,958
    
    
    $
    33,181Year ended October 31, 2007Net sales
    
    $
    261,325
    
    
    $
    41,659
    
    
    $
    302,984Cost of sales
    
    
    239,864
    
    
    
    31,348
    
    
    
    271,212Gross margin
    
    $
    21,461
    
    
    $
    10,311
    
    
    $
    31,772Year ended October 31, 2006Net sales
    
    $
    236,889
    
    
    $
    36,834
    
    
    $
    273,723Cost of sales
    
    
    218,216
    
    
    
    26,423
    
    
    
    244,639Gross margin
    
    $
    18,673
    
    
    $
    10,411
    
    
    $
    29,084
   Year ended October 31, 2008Fresh
    
    
    Processedproducts
    
    
    products
    
    
    TotalThird-party sales:California avocados
    
    $
    102,461
    
    
    $
    
    
    
    $
    102,461Imported avocados
    
    
    135,977
    
    
    
    
    
    
    
    135,977Tomatoes
    
    
    19,609
    
    
    
    
    
    
    
    19,609Pineapples
    
    
    15,944
    
    
    
    
    
    
    
    15,944Papayas
    
    
    8,120
    
    
    
    
    
    
    
    8,120Diversified products
    
    
    2,364
    
    
    
    
    
    
    
    2,364Processed  food service
    
    
    
    
    
    
    38,233
    
    
    
    38,233Processed  retail and club
    
    
    
    
    
    
    13,924
    
    
    
    13,924Total fruit and product sales
to third-parties
    
    
    284,475
    
    
    
    52,157
    
    
    
    336,632Freight and other charges
    
    
    31,263
    
    
    
    1,397
    
    
    
    32,660Total third-party sales
    
    
    315,738
    
    
    
    53,554
    
    
    
    369,292Less sales incentives
    
    
    (71
    )
    
    
    (7,747
    )
    
    
    (7,818
    )Total net sales to third-parties
    
    
    315,667
    
    
    
    45,807
    
    
    
    361,474Intercompany sales
    
    
    13,881
    
    
    
    9,585
    
    
    
    23,466Net sales
    
    $
    329,548
    
    
    $
    55,392
    
    
    
    384,940Intercompany sales eliminations
    
    
    
    
    
    
    
    
    
    
    (23,466
    )Consolidated net sales
    
    
    
    
    
    
    
    
    
    $
    361,474
 45




---



##### 



Year ended October 31, 2007Fresh
    
    
    Processedproducts
    
    
    products
    
    
    TotalThird-party sales:California avocados
    
    $
    95,130
    
    
    $
    
    
    
    $
    95,130Imported avocados
    
    
    120,588
    
    
    
    
    
    
    
    120,588Tomatoes
    
    
    8,837
    
    
    
    
    
    
    
    8,837Pineapples
    
    
    24
    
    
    
    
    
    
    
    24Papayas
    
    
    5,887
    
    
    
    
    
    
    
    5,887Diversified products
    
    
    4,062
    
    
    
    
    
    
    
    4,062Processed  food service
    
    
    
    
    
    
    38,338
    
    
    
    38,338Processed  retail and club
    
    
    
    
    
    
    10,706
    
    
    
    10,706Total fruit and product sales
to third-parties
    
    
    234,528
    
    
    
    49,044
    
    
    
    283,572Freight and other charges
    
    
    26,816
    
    
    
    739
    
    
    
    27,555Total third-party sales
    
    
    261,344
    
    
    
    49,783
    
    
    
    311,127Less sales incentives
    
    
    (19
    )
    
    
    (8,124
    )
    
    
    (8,143
    )Total net sales to third-parties
    
    
    261,325
    
    
    
    41,659
    
    
    
    302,984Intercompany sales
    
    
    13,020
    
    
    
    8,123
    
    
    
    21,143Net sales
    
    $
    274,345
    
    
    $
    49,782
    
    
    
    324,127Intercompany sales eliminations
    
    
    
    
    
    
    
    
    
    
    (21,143
    )Consolidated net sales
    
    
    
    
    
    
    
    
    
    $
    302,984
 Year ended October 31, 2006Fresh
    
    
    ProcessedProducts
    
    
    Products
    
    
    TotalThird-party sales:California avocados
    
    $
    140,995
    
    
    $
    
    
    
    $
    140,995Imported avocados
    
    
    51,191
    
    
    
    
    
    
    
    51,191Papayas
    
    
    4,822
    
    
    
    
    
    
    
    4,822Diversified products
    
    
    9,543
    
    
    
    
    
    
    
    9,543Processed  food service
    
    
    
    
    
    
    34,021
    
    
    
    34,021Processed  retail and club
    
    
    
    
    
    
    10,454
    
    
    
    10,454Total fruit and product sales
    
    
    206,551
    
    
    
    44,475
    
    
    
    251,026to third-parties
    
    
    30,383
    
    
    
    637
    
    
    
    31,020Freight and other chargesTotal third-party sales
    
    
    236,934
    
    
    
    45,112
    
    
    
    282,046Less sales incentives
    
    
    (45
    )
    
    
    (8,278
    )
    
    
    (8,323
    )Total net sales to third-parties
    
    
    236,889
    
    
    
    36,834
    
    
    
    273,723Intercompany sales
    
    
    9,532
    
    
    
    6,227
    
    
    
    15,759Net sales
    
    $
    246,421
    
    
    $
    43,061
    
    
    
    289,482Intercompany sales eliminations
    
    
    
    
    
    
    
    
    
    
    (15,759
    )Consolidated net sales
    
    
    
    
    
    
    
    
    
    $
    273,723
  United States
    
    Mexico
    
    Consolidated2008
    
    $
    21,560
    
    
    $
    16,149
    
    
    $
    37,7092007
    
    $
    8,807
    
    
    $
    12,081
    
    
    $
    20,888
  46




---



##### 



12. Long-Term Obligations
  2008
    
    
    2007Farm Credit West, PCA, term loan, bearing interest at 5.7%
    
    $
    9,100
    
    
    $
    10,400Farm Credit West, PCA, long-term portion of revolving credit facility (Note 6)
    
    
    13,000
    
    
    
    4,000Capital Lease, bearing interest at 4.3% at October 31, 2008 (Note 4)
    
    
    1,088
    
    
    
    Deferred and contingent consideration related to acquisition, deferred
consideration bearing interest at 3.8% at October 31, 2008 (Note 17)
    
    
    3,525
    
    
    
    Other
    
    
    
    
    
    
    1326,713
    
    
    
    14,413Less current portion
    
    
    (1,362
    )
    
    
    (1,307
    )$
    25,351
    
    
    $
    13,106
    TotalYear ending October 31:2009
    
    $
    1,3622010
    
    
    4,8922011
    
    
    1,3702012
    
    
    14,3732013
    
    
    1,376Thereafter
    
    
    3,340$
    26,713
 13. Stock-Based Compensation
  The Directors Stock Option Plan
   Weighted-AverageNumber of Shares
    
    Exercise PriceOutstanding at October 31, 2005
    
    
    100
    
    
    $
    6.00Exercised
    
    
    (51
    )
    
    $
    5.04Outstanding at October 31, 2006
    
    
    49
    
    
    $
    7.00Outstanding at October 31, 2007
    
    
    49
    
    
    $
    7.00Exercised
    
    
    (25
    )
    
    $
    7.00Forfeited
    
    
    (24
    )
    
    $
    7.00Outstanding at October 31, 2008
    
    
    
 47




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##### 



The Employee Stock Purchase Plan
  The 2005 Stock Incentive Plan
  
    
    Incentive stock options that are intended to satisfy the requirements of Section 422 of
the Internal Revenue Code of 1986, as amended, and the regulations thereunder;
    
    Non-qualified stock options that are not intended to be incentive stock options; and
    
    Shares of common stock that are subject to specified restrictions
     Weighted-Average
    
    
    Weighted-Average
    
    
    AggregateNumber of Shares
    
    
    Exercise Price
    
    
    Fair-Value
    
    
    Intrinsic ValueOutstanding at October 31, 2005
    
    
    400
    
    
    $
    9.10Forfeited
    
    
    (9
    )
    
    $
    9.10Outstanding at October 31, 2006
    
    
    391
    
    
    $
    9.10Granted
    
    
    20
    
    
    $
    10.46
    
    
    $2.06/shareExercised
    
    
    (78
    )
    
    $
    9.10Outstanding at October 31, 2007
    
    
    333
    
    
    $
    9.18Granted
    
    
    58
    
    
    $
    14.58
    
    
    $3.18/shareForfeited
    
    
    (8
    )
    
    $
    10.46Exercised
    
    
    (23
    )
    
    $
    9.22Outstanding at October 31, 2008
    
    
    360
    
    
    $
    10.02
    
    
    
    
    
    
    $
    295Exercisable at October 31, 2008
    
    
    294
    
    
    $
    9.11
    
    
    
    
    
    
    $
    295
 48




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##### 



14. Dividends
  15. Agreements with Tomato Grower
   16. Agreement with Pineapple Grower
   17. Business Acquisitions
 Business Combinations
 49




---



##### 



At May 30, 2008
 Current assets
    
    $
    1,498Property, plant, and equipment
    
    
    10,947Intangible assets
    
    
    1,310Total assets acquired
    
    
    13,755Current liabilities
    
    
    (809
    )Deferred tax liabilities
    
    
    (654
    )Net assets acquired
    
    
    12,292Deferred consideration
    
    
    (4,709
    )Contingent consideration
    
    
    (2,358
    )Net cash paid as of May 30, 2008
    
    $
    5,225
  50




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##### 



Report of Independent Registered Public Accounting Firm
       
 51




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##### 



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  Item 9A. Controls and Procedures
 Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  Managements Report on Internal Control Over Financial Reporting
 Internal Control  Integrated Framework Internal Control  Integrated Framework
 52




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##### 



Report of Independent Registered Public Accounting Firm
      .
   
 53




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##### 



Item 9B. Other Information
  PART III
  Item 10. Directors, Executive Officers, and Corporate Governance
   
    
    Information regarding our directors who are standing for reelection and any
persons nominated to become our directors is set forth under Election of
Directors.
    
    Information regarding our Audit Committee and designated audit committee
financial expert is set forth under Corporate Governance Principles and Board
MattersBoard Structure and Committee CompositionAudit Committee.
    
    Information on our code of ethics for directors, officers and employees and our
Corporate Governance Guidelines is set forth under Corporate Governance Principles
and Board Matters.
    
    Information regarding Section 16(a) beneficial ownership reporting compliance is
set forth under Section 16(a) Beneficial Ownership Reporting Compliance.
 Item 11. Executive Compensation
  Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  Item 13. Certain Relationships and Related Transactions, and Director Independence
  Item 14. Principal Accountants Fees and Services
  54




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##### 



Part IV
 Item 15. Exhibits and Financial Statement Schedules
 Financial Statements
   Supplemental Schedules
   Exhibits
 ExhibitNumber
    
    Description2.1
    
    
    
    Agreement and Plan of Merger and Reorganization dated as of
February 20, 2001 between Calavo Growers, Inc. and Calavo
Growers of California.12.2
    
    
    
    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. Badillo63.1
    
    
    
    Articles of Incorporation of Calavo Growers, Inc.13.2
    
    
    
    Amended and Restated Bylaws of Calavo Growers, Inc.310.1
    

    
    
    Form of Marketing Agreement for Calavo Growers, Inc.710.2
    
    

    
    Marketing Agreement dated as of April 1, 1996 between
Tropical Hawaiian Products, Inc., a Hawaiian corporation,
and Calavo Growers of California.110.3
    
    
    
    Stock Purchase Agreement dated as of June 1, 2005, between
Limoneira Company and Calavo Growers, Inc.410.4
    
    
    
    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, 1996.110.5
    
    
    
    Lease agreement dated as of February 15, 2005, between Limoneira
Company and Calavo Growers, Inc.410.6
    

    
    
    Standstill agreement dated June 1, 2005, between Limoneira
Company and Calavo Growers, Inc.410.7
    

    
    
    Standstill agreement dated June 1, 2005 between Calavo Growers, Inc.
And Limoneira Company410.8
    

    
    
    Term Loan Agreement dated April 9, 2008 (effective date May 1, 2008)
between Farm Credit West, PCA, and Calavo Growers, Inc.10.9
    
    
    
    2005 Stock Incentive Plan Of Calavo Growers, Inc.510.10
    
    
    
    Calavo Supplemental Executive Retirement Agreement dated
March 11, 1989 between Egidio Carbone, Jr. and Calavo
Growers of California.110.11
    
    
    
    Amendment to the Calavo Growers of California Supplemental
Executive Retirement Agreement dated November 9, 1993
Between Egidio Carbone, Jr. and Calavo Growers of California.110.12
    
    
    
    2001 Stock Option Plan for Directors.210.13
    
    
    
    2001 Stock Purchase Plan for Officers and Employees.210.14
    
    
    
    Business Loan Agreement between Bank of America, N.A. and Calavo
 55




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##### 



ExhibitNumber
    
    DescriptionGrowers, Inc., dated October 15, 2007810.15
    
    
    
    First Amendment Agreement between Bank of America, N.A. and Calavo
Growers, Inc., dated August 28, 200810.16
    

    
    
    Form of Stock Option Agreement910.17
    
    
    
    Acquisition Agreement between Calavo Growers, Inc., a California corporation and Lecil E.
Cole, Eric Weinert, Suzanne Cole-Savard, Guy Cole, and Lecil E. Cole and Mary Jeanette
Cole, acting jointly and severally as trustees of the Lecil E. and Mary Jeanette Cole
Revocable Trust dated October 19, 1993, also known as the Lecil E. and Mary Jeanette Cole
Revocable 1993 Trust dated May 19, 20081021.1
    
    
    
    Subsidiaries of Calavo Growers, Inc.123.1
    
    
    
    Consent of Ernst & Young LLP.31.1
    
    
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-15(e)
or Rule 15d-15(e)31.2
    
    
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-15(e)
or Rule 15d-15(e)32
    
    
    
    Certification of Chief Executive Officer and Chief Financial Officer of
Periodic Report Pursuant to 18 U.S.C. Section 1350
 
 1
    
    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.2
    
    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.3
    
    Previously filed on December 19, 2002 as an exhibit to the Registrants Report on Form 8-K,
and incorporated herein by reference.4
    
    Previously filed on June 9, 2005 as an exhibit to the Registrants Report on Form 10Q and
incorporated herein by reference.5
    
    Previously filed on March 21, 2005 as an exhibit to the Registrants Definitive Proxy
Statement on Form DEF14A and incorporated herein by reference.6
    
    Previously filed on January 23, 2004 as an exhibit to the Registrants Report on Form 10K and incorporated herein by reference.7
    
    Previously filed on January 28, 2003 as an exhibit to the Registrants Report on Form 10K and incorporated herein by reference.8
    
    Previously filed on October 19, 2007 as an exhibit to the Registrants Report on Form 8K and incorporated herein by reference.9
    
    Previously filed on September 11, 2006 as an exhibit to the Registrants Report on Form 10Q and incorporated herein by reference.10
    
    Previously filed on May 29, 2008 as an exhibit to the Registrants Report on Form 8-K and incorporated herein by reference.   Financial Statement Schedules
  56




---



##### 



SIGNATURES
   By:
    /s/ Lecil E. ColeLecil E. ColeChairman of the Board of Directors,
Chief Executive Officer and President  Signature
    
    Title/s/ Lecil E. Cole

Lecil E. Cole
    
    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/ James E. Snyder

James E. Snyder
    
    Corporate Controller
(Principal Accounting 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/ Egidio Carbone, Jr

Egidio Carbone, Jr
    
    Director/s/ Steven W. Hollister

Steven W. Hollister
    
    Director/s/ Harold Edwards

Harold Edwards
    
    Director/s/ Scott Van Der Kar

Scott Van Der Kar
    
    Director
 57




---



##### 



SCHEDULE II
 CALAVO GROWERS, INC.
 VALUATION AND QUALIFYING ACCOUNTS (in thousands)
 Fiscal year
    
    Balance at
    
    
    
    
    
    
    
    
    
    Balance atended
    
    beginning
    
    
    
    
    
    
    
    
    
    endOctober 31:
    
    of year
    
    Additions(1)
    
    Deductions(2)
    
    of yearAllowance for customer deductions
    
    
    2006
    
    
    $
    2,150
    
    
    $
    5,147
    
    
    $
    5,952
    
    
    $
    1,3452007
    
    
    
    1,345
    
    
    
    6,449
    
    
    
    6,465
    
    
    
    1,3292008
    
    
    
    1,329
    
    
    
    7,065
    
    
    
    7,163
    
    
    
    1,231Allowance for doubtful accounts
    
    
    2006
    
    
    
    538
    
    
    
    56
    
    
    
    106
    
    
    
    4882007
    
    
    
    488
    
    
    
    473
    
    
    
    19
    
    
    
    9422008
    
    
    
    942
    
    
    
    93
    
    
    
    53
    
    
    
    982
 
 (1)
    
    Charged to net sales (customer deductions) or costs and expenses (doubtful accounts).(2)
    
    Write-off of assets or collection of previously written-off assets 58




---



##### 



EXHIBIT INDEX
 ExhibitNumber
    
    Description2.1
    
    
    
    Agreement and Plan of Merger and Reorganization dated as of
February 20, 2001 between Calavo Growers, Inc. and Calavo
Growers of California.12.2
    

    
    
    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. Badillo63.1
    
    
    
    Articles of Incorporation of Calavo Growers, Inc.13.2
    
    
    
    Amended and Restated Bylaws of Calavo Growers, Inc.310.1
    
    
    
    Form of Marketing Agreement for Calavo Growers, Inc.710.2
    
    
    
    Marketing Agreement dated as of April 1, 1996 between
Tropical Hawaiian Products, Inc., a Hawaiian corporation,
and Calavo Growers of California.110.3
    
    
    
    Stock Purchase Agreement dated as of June 1, 2005, between
Limoneira Company and Calavo Growers, Inc.410.4
    
    
    
    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, 1996.110.5
    
    
    
    Lease agreement dated as of February 15, 2005, between Limoneira
Company and Calavo Growers, Inc.410.6
    
    
    
    Standstill agreement dated June 1, 2005, between Limoneira
Company and Calavo Growers, Inc.410.7
    
    
    
    Standstill agreement dated June 1, 2005 between Calavo Growers, Inc.
And Limoneira Company410.8
    
    
    
    Term Loan Agreement dated April 9, 2008 (effective date May 1, 2008)
between Farm Credit West, PCA, and Calavo Growers, Inc.10.9
    
    
    
    2005 Stock Incentive Plan Of Calavo Growers, Inc.510.10
    
    
    
    Calavo Supplemental Executive Retirement Agreement dated
March 11, 1989 between Egidio Carbone, Jr. and Calavo
Growers of California.110.11
    
    
    
    Amendment to the Calavo Growers of California Supplemental
Executive Retirement Agreement dated November 9, 1993
Between Egidio Carbone, Jr. and Calavo Growers of California.110.12
    
    
    
    2001 Stock Option Plan for Directors.210.13
    
    
    
    2001 Stock Purchase Plan for Officers and Employees.210.14
    
    
    
    Business Loan Agreement between Bank of America, N.A. and Calavo
Growers, Inc., dated October 15, 2007810.15
    
    
    
    First Amendment Agreement between Bank of America, N.A. and Calavo
Growers, Inc., dated August 28, 200810.16
    
    
    
    Form of Stock Option Agreement910.17
    
    
    
    Acquisition Agreement between Calavo Growers, Inc., a California corporation and Lecil E.
Cole, Eric Weinert, Suzanne Cole-Savard, Guy Cole, and Lecil E. Cole and Mary Jeanette
Cole, acting jointly and severally as trustees of the Lecil E. and Mary Jeanette Cole
Revocable Trust dated October 19, 1993, also known as the Lecil E. and Mary Jeanette Cole
Revocable 1993 Trust dated May 19, 20081021.1
    
    
    
    Subsidiaries of Calavo Growers, Inc.123.1
    
    
    
    Consent of Ernst & Young LLP.31.1
    
    
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-15(e)
or Rule 15d-15(e)31.2
    
    
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-15(e)
or Rule 15d-15(e)32
    
    
    
    Certification of Chief Executive Officer and Chief Financial Officer of
Periodic Report Pursuant to 18 U.S.C. Section 1350
 
 1
    
    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.2
    
    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.3
    
    Previously filed on December 19, 2002 as an exhibit to the Registrants Report on Form 8-K,
and incorporated herein by reference.4
    
    Previously filed on June 9, 2005 as an exhibit to the Registrants Report on Form 10Q and
incorporated herein by reference.5
    
    Previously filed on March 21, 2005 as an exhibit to the Registrants Definitive Proxy
Statement on Form DEF14A and incorporated herein by reference.6
    
    Previously filed on January 23, 2004 as an exhibit to the Registrants Report on Form 10K and incorporated herein by reference.7
    
    Previously filed on January 28, 2003 as an exhibit to the Registrants Report on Form 10K and incorporated herein by reference.8
    
    Previously filed on October 19, 2007 as an exhibit to the Registrants Report on Form 8K and incorporated herein by reference.9
    
    Previously filed on September 11, 2006 as an exhibit to the Registrants Report on Form 10Q and incorporated herein by reference.10
    
    Previously filed on May 29, 2008 as an exhibit to the Registrants Report on Form 8-K and incorporated herein by reference. 59