CALAVO GROWERS, INC_January 31, 2026

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, 2026

☐

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

For the transition period from ______________________ to ______________________

Commission File Number: 000-33385

CALAVO GROWERS, INC.

(Exact name of registrant as specified in its charter)

California

33-0945304

(State or other jurisdiction of

incorporation or organization)

(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)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	CVGW	Nasdaq Global Select Market

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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


Large accelerated filer ☐		Accelerated filer ☒
Non-accelerated filer ☐		Smaller reporting company ☐
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 February 28, 2026 was 17,874,079.

Table of Contents

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2, contains statements relating to future events and results of Calavo Growers, Inc. and its consolidated subsidiaries (collectively, “Calavo,” the “Company,” “we,” “us,” or “our”) that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risks, uncertainties, and assumptions, are based on current expectations, and are not guarantees of future performance. If any of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied in the forward-looking statements.

All statements other than historical facts are forward-looking statements, including but not limited to:

●

Projections of financial performance and management’s plans and objectives for future operations, including restructuring and integration efforts;

●

The impact of acquisitions, equity investments, or other financial transactions;

●

Commentary on macroeconomic trends or global events and their potential impact on Calavo’s performance;

●

Updates on legal matters, investigations, or tax disputes;

●

Statements regarding potential impacts of changes in U.S. and foreign trade policy, including tariffs and quotas, on our sourcing, costs, pricing, and demand;

●

Statements regarding our cybersecurity risk management, planned enhancements to controls and documentation, and the potential impact of cyber incidents on operations, liquidity, or results;

●

Statements regarding working capital and liquidity, including the timing and magnitude of tariff prepayments and the timing of Impuesto al Valor Agregado, or value-added tax (“IVA”), refund collections in Mexico, as discussed in Note 9 to our unaudited condensed consolidated financial statements (the “interim financial statements”);

●

Statements regarding the timing and outcomes of legal and tax proceedings in Mexico, including the recovery of IVA receivables and the resolution of assessments by the Mexican Tax Administration Service (“SAT”), and the effects of related court rulings;

●

Statements regarding potential changes in Mexico’s tax policies or enforcement actions and the expected effects on our operations, costs, tax positions, or liquidity;

●

Statements regarding the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”) dated January 14, 2026, by and among Calavo, Mission Produce, Inc. (“Mission Produce”) and certain subsidiaries of Mission Produce;

●

Statements regarding the expected timing, completion, and potential benefits of the proposed merger with Mission Produce, including the satisfaction of closing conditions, regulatory approvals, shareholder approvals, and potential integration risks;

●

Risks associated with obtaining required governmental approvals for the proposed merger, including potential delays, conditions, or the inability to complete the transaction.

The words “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “projects,” and similar expressions often indicate forward-looking statements.

Factors that may cause actual results to differ materially from these forward-looking statements include, but are not limited to:

●

Our ability to successfully execute operating and restructuring initiatives;

●

The potential long-term effects of capital expenditure reductions;

●

Adverse weather impacting supply and costs;

●

Volatility in avocado and raw material prices (including packaging, paper, and fuel);

●

Risks related to enhanced regulatory scrutiny or inspection protocols;

●

Supply chain disruptions;

●

Risks from current or future acquisitions, including integration;

●

Data breaches or cybersecurity incidents;

●

Dependency on large customers and key personnel;

●

Labor availability and wage inflation;

●

Co-packer reliance and competitive pressures;

●

Product recalls or food safety issues;

●

Shifting consumer preferences and sustainability trends;

●

Environmental regulations and climate-related supply risk;

●

Global trade complexities, including restrictions, tariffs, and currency movements;

●

Exposure to unconsolidated entities and the volatility of our stock;

●

The resolution of pending matters with the SAT and the risk of unfavorable legal or administrative outcomes;

●

Risks related to our ability to effect the transactions contemplated by the Merger Agreement and the anticipated benefits of the transactions contemplated by the Merger Agreement.

Additional information about these and other risks is included in our most recent Annual Report on Form 10-K for the fiscal year ended October 31, 2025, as amended, and in our subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission.

Forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update or revise them, except as required by applicable securities laws.

Table of Contents

CALAVO GROWERS, INC.

INDEX

		PAGE

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements:

	Condensed Consolidated Balance Sheets (Unaudited)	4

	Condensed Consolidated Statements of Operations (Unaudited)	5

	Condensed Consolidated Statements of Cash Flows (Unaudited)	6

	Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	22

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 5.	Other Information	23

Item 6.	Exhibits	24

	Signatures	25

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CALAVO GROWERS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands)


	January 31,		October 31,
	2026		2025
Assets
Current assets:
Cash and cash equivalents	$	47,670	$	61,155
Accounts receivable, net of allowances of $2,539 (2026) and $3,336 (2025)		40,557		31,647
Inventories		37,770		33,604
Prepaid expenses and other current assets		9,034		7,649
Advances to suppliers		15,305		13,075
Income taxes receivable		2,296		2,296
Total current assets		152,632		149,426
Property, plant, and equipment, net		48,524		49,435
Operating lease right-of-use assets		15,518		16,333
Investments in unconsolidated entities		1,666		2,210
Deferred income tax assets		8,317		8,317
Goodwill		10,211		10,211
Other assets		61,315		56,317
Total assets	$	298,183	$	292,249
Liabilities and shareholders' equity
Current liabilities:
Payable to growers	$	19,612	$	15,353
Trade accounts payable		7,351		8,374
Accrued expenses		26,518		21,237
Income tax payable		123		63
Mexico tax liability		11,000		11,000
Current portion of operating leases		3,602		3,568
Current portion of finance leases		875		885
Total current liabilities		69,081		60,480
Long-term liabilities:
Long-term portion of operating leases		14,048		14,962
Long-term portion of finance leases		3,871		4,051
Other long-term liabilities		3,842		4,198
Total long-term liabilities		21,761		23,211
Commitments and contingencies (Note 6)
Shareholders' equity:
Common stock ($0.001 par value, 100,000 shares authorized; 17,874 (2026) and 17,855 (2025) shares issued and outstanding)		18		18
Additional paid-in capital		180,637		179,082
Retained earnings		24,996		27,840
Total Calavo Growers, Inc. shareholders' equity		205,651		206,940
Noncontrolling interest		1,690		1,618
Total shareholders' equity		207,341		208,558
Total liabilities and shareholders' equity	$	298,183	$	292,249

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

Table of Contents

CALAVO GROWERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share amounts)


	Three months ended
	January 31,
	2026		2025

Net sales	$	122,202	$	154,385
Cost of sales		107,018		138,657
Gross profit		15,184		15,728
Selling, general and administrative		16,401		10,287
Expenses related to Mexican tax matters		230		395
Operating (loss) income		(1,447)		5,046
Foreign currency gain (loss)		2,590		(962)
Interest income		542		845
Interest expense		(129)		(213)
Other income, net		265		112
Income before income taxes and net income (loss) from unconsolidated entities		1,821		4,828
Provision for income taxes		(473)		(1,255)
Net (loss) income from unconsolidated entities		(544)		862
Net income		804		4,435
Less: Net income attributable to noncontrolling interest		(72)		(20)
Net income attributable to Calavo Growers, Inc.	$	732	$	4,415

Calavo Growers, Inc.’s net income per share:
Basic	$	0.04	$	0.25
Diluted	$	0.04	$	0.25

Number of shares used in per share computation:
Basic		17,874		17,837
Diluted		17,894		17,901

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

Table of Contents

CALAVO GROWERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


	Three months ended January 31,
	2026			2025

Cash Flows from Operating Activities:
Net income	$	804		$	4,435
Adjustments to reconcile net income to net cash provided by operating activities:

SEC Form 10-Q filed by Calavo Growers Inc.