Fair value measurements

9 Months Ended

Jul. 31, 2015

8.Fair value measurements

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

The following table sets forth our financial assets and liabilities as of July 31, 2015 that are measured on a recurring basis during the period, segregated by level within the fair value hierarchy:


	Level 1		Level 2		Level 3		Total
	(All amounts are presented in thousands)
Assets at Fair Value:
Investment in Limoneira Company(1)	$	35,591		-		-	$	35,591
Total assets at fair value	$	35,591	$	-	$	-	$	35,591

(1)

The investment in Limoneira Company consists of marketable securities in the Limoneira Company stock. We currently own approximately 12% of Limoneira’s outstanding common stock. These securities are measured at fair value by quoted market prices. Limoneira’s stock price at July 31, 2015 and October 31, 2014 equaled $20.59 per share and $25.66 per share. Unrealized gains and losses are recognized through other comprehensive income. Unrealized investment holding losses arising during the three months ended July 31, 2015 and 2014 was $4.1 million and $1.6 million. Unrealized investment holding losses arising during the nine months ended July 31, 2015 and 2014 was $8.8 million and $7.4 million.

The following table sets forth our financial assets as of July 31, 2015 that are measured on a non-recurring basis during the period, segregated by level within the fair value hierarchy:


	Level 1		Level 2		Level 3		Total
	(All amounts are presented in thousands)
Assets at Fair Value:
Investment in FreshRealm(2)	$	-	$	-	$	17,760	$	17,760
Total assets at fair value	$	-	$	-	$	17,760	$	17,760

(2) We estimated the fair value of our noncontrolling interest in FreshRealm by performing a forecast projection analysis when FreshRealm was

deconsolidated in fiscal 2014. This analysis was conducted with consultation from a third party consulting firm. Increases or decreases in the

fair value calculation can result from changes in assumed discount periods and rates, changes in the assumed timing and amount of revenue and

expense estimates. Significant judgment is employed in determining the appropriateness of these assumptions. Our investment in FreshRealm has

been recorded as investment in unconsolidated subsidiaries on our balance sheet. In June of 2015, we contributed an additional $0.8 million as an

investment into FreshRealm.

The following is a reconciliation of the beginning and ending amounts of the contingent consideration for RFG:


	Balance at							Balance at
	October 31,			Revalue				July 31,
	2013		Interest	Adjustment		Settled		2014
	(All amounts are presented in thousands)
RFG contingent consideration	$	15,602	—	$	40,767	$	—	56,369
Total	$	15,602	—	$	40,767	$	—	56,369

There was no contingent consideration expense for the first nine months ended of fiscal 2015. In fiscal 2014, RFG’s former owners received the maximum earn-out payment permitted pursuant to the acquisition agreement, as amended, and there will be no future expenses related to this acquisition.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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