Form 10-K for the Fiscal Year Ended October 31, 2006
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BOWNE INTEGRATED TYPESETTING SYSTEM Site: BOWNE CENTURY CITY Phone: (310) 282-8800 Operator: BLA99999T Date: 16-JAN-2007 16:15:41.05 Name: CALAVO GROWERS, INC. [E/O] CRC: 64644 BLA V26451 001.00.00.00 0/1 V26451.SUB, DocName: 10-K, Doc: 1, Page: 1 *V26451/001/1* Description: Form 10-K EDGAR 2 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2006 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, CA 93060 (Address of principal executive offices) (Zip code) Registrant’s telephone number, including area code: (805) 525-1245 Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.001 Par Value per Share Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 0/1 Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Date: 16-JAN-2007 16:15:41.05 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 001.00.00.00 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Operator: BLA99999T Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): V26451 Large accelerated filer Accelerated Filer Non-accelerated filer Indicate by check mark if whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). BLA Yes*V26451/001/1* No Based on the closing price as reported on the Nasdaq National Market, the aggregate market value of the Registrant’s Common Stock held byPhone: (310) 282-8800 non-affiliates on April 30, 2006 (the last business day of the Registrant’s most recently completed second fiscal quarter) was approximately $119.4 million. Shares of Common Stock held by each executive officer and director and by each shareholder affiliated with a director or an executive officer have been excluded from this calculation because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of outstanding shares of the Registrant’s Common Stock as of November 30, 2006 was 14,292,833. Documents Incorporated by Reference Portions of the Registrant’s Proxy Statement for the 2007 Annual Meeting of Shareholders, which we intend to hold on April 25, 2007, are CRC: 64644 EDGAR 2 incorporated by reference into Part III of this Form 10-K. The definitive Proxy Statement will be filed within 120 days after October 31, 2006. Site: BOWNE CENTURY CITY [E/O] WNE INTEGRATED TYPESETTING SYSTEM ame: CALAVO GROWERS, INC. 26451.SUB, DocName: 10-K, Doc: 1, Page: 1 escription: Form 10-K O BOWNE INTEGRATED TYPESETTING SYSTEM Site: BOWNE CENTURY CITY Phone: (310) 282-8800 Operator: BLA99999T Date: 16-JAN-2007 16:15:41.05 Name: CALAVO GROWERS, INC. [E/O] CRC: 56646 BLA V26451 002.00.00.00 0/4 V26451.SUB, DocName: 10-K, Doc: 1, Page: 2 *V26451/002/4* Description: Form 10-K EDGAR 2 TABLE OF CONTENTS PART I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Submission of Matters to a Vote of Security Holders PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6. Selected Financial Data Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information PART III Item 10. Directors and Executive Officers of the Registrant Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management Item 13. Certain Relationships and Related Transactions Item 14. Principal Accountant’s Fees and Services Part IV Item 15. Exhibits and Financial Statement Schedules 0/4 SIGNATURES EXHIBIT INDEX EXHIBIT 10.14 Date: 16-JAN-2007 16:15:41.05 EXHIBIT 23.1 EXHIBIT 23.2 EXHIBIT 31.1 EXHIBIT 31.2 002.00.00.00 EXHIBIT 32 Operator: BLA99999T V26451 BLA *V26451/002/4* Phone: (310) 282-8800 CRC: 56646 EDGAR 2 Site: BOWNE CENTURY CITY [E/O] WNE INTEGRATED TYPESETTING SYSTEM ame: CALAVO GROWERS, INC. 26451.SUB, DocName: 10-K, Doc: 1, Page: 2 escription: Form 10-K O BOWNE INTEGRATED TYPESETTING SYSTEM Site: BOWNE CENTURY CITY Phone: (310) 282-8800 Operator: BLA99999T Date: 16-JAN-2007 16:15:41.05 Name: CALAVO GROWERS, INC. [E/O] CRC: 56646 BLA V26451 002.00.00.00-1 0/4 V26451.SUB, DocName: 10-K, Doc: 1, Page: 2 *V26451/002/4* Description: Form 10-K EDGAR 2 Table of Contents CAUTIONARY STATEMENT This Annual Report on Form 10-K contains statements relating to future results of Calavo Growers, Inc. (including certain projections and business trends) that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the “safe harbor” created by those sections. Forward- looking statements frequently are identifiable by the use of words such as “believe,” “anticipate,” “expect,” “intend,” “will,” and other similar expressions. Our actual results may differ materially from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to: increased competition, general economic and business conditions, energy costs and availability, conducting substantial amounts of business internationally, pricing pressures on agricultural products, adverse weather and growing conditions confronting avocado growers, new governmental regulations, as well as other risks and uncertainties, including those set forth in Item 1A. Risk Factors and elsewhere in this Annual Report on Form 10-K and those detailed from time to time in our other filings with the Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. 2 0/4 -1 Date: 16-JAN-2007 16:15:41.05 002.00.00.00 Operator: BLA99999T V26451 BLA *V26451/002/4* Phone: (310) 282-8800 CRC: 56646 EDGAR 2 Site: BOWNE CENTURY CITY [E/O] WNE INTEGRATED TYPESETTING SYSTEM ame: CALAVO GROWERS, INC. 26451.SUB, DocName: 10-K, Doc: 1, Page: 2 escription: Form 10-K O BOWNE INTEGRATED TYPESETTING SYSTEM Site: BOWNE CENTURY CITY Phone: (310) 282-8800 Operator: BLA99999T Date: 16-JAN-2007 16:15:41.05 Name: CALAVO GROWERS, INC. [E/O] CRC: 32800 BLA V26451 003.00.00.00 0/1 V26451.SUB, DocName: 10-K, Doc: 1, Page: 3 *V26451/003/1* Description: Form 10-K EDGAR 2 Table of Contents PART I Item 1. Business General development of the business We engage in the procurement and marketing of avocados and other perishable foods and the preparation and distribution of processed avocado products. Our expertise in marketing and distributing avocados, processed avocados, and other perishable foods allows us to deliver a wide array of fresh and processed food products to food distributors, produce wholesalers, supermarkets, and restaurants on a worldwide basis. Through our three operating facilities in Southern California, our distribution centers in Texas and New Jersey (our New Jersey facility commenced operations in the first quarter of fiscal 2007), and our two facilities in Mexico, we sort, pack and/or ripen avocados procured in California and Mexico and prepare processed avocado products. Additionally, we procure avocados internationally, principally from Chile and the Dominican Republic, and distribute other perishable foods, such as Hawaiian grown papayas. We currently report our operations in two business segments, (1) fresh products and (2) processed products, down from three business segments disclosed in the prior year. See footnote 11 in our consolidated financial statements for further information about our business segments. On October 9, 2001, we completed a series of transactions whereby common and preferred shareholders of Calavo Growers of California (the Cooperative), an agricultural marketing cooperative association, exchanged all of their outstanding shares for shares of our common stock. Concurrent with this transaction, the Cooperative was merged into us with Calavo Growers, Inc. (Calavo) emerging as the surviving entity. These transactions had the effect of converting the legal structure of the business from a non profit cooperative to a for-profit corporation.