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Assets Held for Sale and Discontinued Operations

3 Months Ended

Jan. 31, 2024

Assets Held for Sale and Discontinued Operations

Assets Held for Sale and Discontinued Operations

11.Assets Held for Sale and Discontinued Operations

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We and certain of our subsidiaries have entered into non-binding, exclusive negotiations regarding the potential sale of all of the assets used in our Fresh Cut business and certain related real property for approximately $100.0 million, subject to certain adjustments that may be included in a binding agreement. The Proposed Transaction is expected to close in the second quarter of fiscal 2024.The Fresh Cut business represents substantially all of the business of the Prepared segment other than the guacamole business, which would be retained following the Proposed Transaction.

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In the first quarter of 2024, management has concluded that the Fresh Cut business meets the requirements to be classified as held for sale and discontinued operations. As a result, the financial results of that business are reported as discontinued operations in the accompanying statements of operations, and its assets and liabilities are reflected as amounts held for sale in the accompanying balance sheets. The Company's reporting segments have also been changed for the effects of the planned divestiture, as described in Note 2.

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The following table presents the major classes of assets and liabilities of the Fresh Cut business that are classified as held for sale in the accompanying balance sheets (in thousands).

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​	​	​	​	​	​	​
​		January 31,		​	October 31,
​	​	2024		​	2023
​		​			​
Accounts receivable, net	​	$	27,863	​	$	27,479
Inventories, net	​		7,749	​		7,859
Prepaid expenses and other current assets	​		2,252	​		2,195
Property, plant, and equipment, net	​		50,298	​		51,805
Operating lease right-of-use assets	​	​	28,942	​	​	29,676
Goodwill	​		18,442	​		18,442
Intangibles	​		5,047	​		5,423
Other assets	​		78	​		78
Total assets held for sale	​	$	140,671	​	$	142,957
​	​			​
​	​			​
Trade accounts payable	​	$	10,765	​	$	10,440
Accrued expenses	​		13,870	​		15,299
Current portion of operating leases	​	​	3,385	​	​	3,399
Current portion of long-term obligations and finance leases	​		625	​		773
Long-term operating leases, less current portion	​	​	27,349	​	​	28,065
Long-term obligations and finance leases, less current portion	​		1,012	​		1,002
Other long-term liabilities	​		216	​		228
Total liabilities held for sale	​	$	57,222	​	$	59,206

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Goodwill related to our Prepared segment was allocated between our Fresh Cut and guacamole businesses based on the relative fair value of the disposal group and the portion of the reporting unit to be retained.

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The following table summarizes the results of operations of the Fresh Cut business that are being reported as discontinued operations (in thousands):

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​	​	​	​	​	​	​
​	​	Three months ended
​	​	January 31,
​	​	2024		​	2023
​	​	​	​	​	​
Net sales		$	86,413		$	93,441
Cost of sales	​		85,582	​		92,094
Gross profit	​		831	​		1,347
Selling, general and administrative	​		4,496	​		4,711
Operating loss	​	​	(3,665)	​	​	(3,364)
Interest expense	​	​	(28)	​	​	(39)
Other income, net	​		10	​		14
Loss from discontinued operations before income taxes	​		(3,683)	​	​	(3,389)
Income tax benefit	​		—	​		1,039
Net loss from discontinued operations	​	$	(3,683)	​	$	(2,350)

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Select cash flow information related to the Fresh Cut business follows (in thousands):

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​	​	​	​	​	​	​
​	​	Three months ended
​	​	January 31,
​	​	2024		​	2023
​	​	​	​	​	​
Net cash used in operating activities		$	(3,028)		$	(2,252)
Net cash used in investing activities		$	(353)		$	(3,112)

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X

- References

No definition available.

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- Definition

The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//205-20/tableOfContent

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 360
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//360/tableOfContent

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