grepcent / static financial knowledge base

Mission Produce, Inc. (AVO)

CIK: 0001802974. SIC: 0700 Agricultural Services. Latest 10-K as of: 2025-12-18.

SIC breadcrumb: Agriculture, Forestry, And Fishing > SIC Major Group 07 > SIC 0700 Agricultural Services

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1802974. Latest filing source: 0001802974-25-000048.

Informational only - descriptive public-record data, not investment advice.

Business

Read AVO's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read AVO's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue1,391,200,000USD20252025-12-18
Net income37,700,000USD20252025-12-18
Assets983,000,000USD20252025-12-18

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-12-18. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001802974.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric20182019202020212022202320242025
Revenue883,300,000862,300,000891,700,0001,045,900,000953,900,0001,234,700,0001,391,200,000
Net income71,700,00028,800,00044,900,000-34,600,000-2,800,00036,700,00037,700,000
Operating income106,500,00068,400,00060,900,000-37,200,0006,900,00065,700,00065,200,000
Gross profit154,700,000124,600,000124,500,00089,800,00083,300,000152,500,000160,700,000
Diluted EPS1.130.450.63-0.49-0.040.520.53
Operating cash flow92,600,00078,900,00047,000,00035,200,00029,200,00093,400,00088,600,000
Capital expenditures29,700,00067,300,00073,400,00061,200,00049,800,00032,200,00051,400,000
Share buybacks900,0001,900,0000.000.00600,0000.006,100,000
Assets777,300,000873,500,000879,500,000914,800,000971,500,000983,000,000
Liabilities303,800,000339,300,000356,600,000386,500,000394,400,000363,100,000
Stockholders' equity313,500,000379,000,000473,500,000534,200,000502,100,000503,600,000547,300,000587,300,000
Cash and cash equivalents64,000,000124,000,00084,500,00052,800,00042,900,00058,000,00064,800,000
Free cash flow62,900,00011,600,000-26,400,000-26,000,000-20,600,00061,200,00037,200,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric20182019202020212022202320242025
Net margin8.12%3.34%5.04%-3.31%-0.29%2.97%2.71%
Operating margin12.06%7.93%6.83%-3.56%0.72%5.32%4.69%
Return on equity18.92%6.08%8.41%-6.89%-0.56%6.71%6.42%
Return on assets3.71%5.14%-3.93%-0.31%3.78%3.84%
Liabilities / equity0.640.640.710.770.720.62
Current ratio3.182.772.242.261.871.95

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Income statement bridge from reported figures

AVO FY2025 income statement bridge from reported figures.AVO FY2025 income statement bridge from reported figures.AVO income bridgeFY2025: revenue to net incomeSource: SEC companyfacts FY2025.Income statement bridgeReported amount$0.0B$1.0B$2.0B$1.4BRevenue-$1.2BCost$160.7MGross-$95.5MOpEx$65.2MOperating-$27.5MOther/tax$37.7MNet income

Figure provenance: SEC companyfacts FY 2025. Revenue: accession 0001802974-25-000048; concept RevenueFromContractWithCustomerExcludingAssessedTax; source concepts us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax | Gross profit: accession 0001802974-25-000048; concept GrossProfit; source concepts us-gaap:GrossProfit | Operating income: accession 0001802974-25-000048; concept OperatingIncomeLoss; source concepts us-gaap:OperatingIncomeLoss | Net income: accession 0001802974-25-000048; concept NetIncomeLoss; source concepts us-gaap:NetIncomeLoss

Free cash flow = operating cash flow - capital expenditures

AVO FY2025 free cash flow bridge from reported figures.AVO FY2025 free cash flow bridge from reported figures.AVO free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$125.0M$250.0M$88.6MOperating cash flow-$51.4MCapex$37.2MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001802974-25-000048; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001802974-25-000048; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001802974-25-000048; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

AVO revenue, last 5 periods. Source: SEC companyfacts FY2025.AVO revenue, last 5 periods. Source: SEC companyfacts FY2025.AVO RevenueLatest point: FY2025 = $1.4BSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$1.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-10-31; accession 0001802974-25-000048; filed 2025-12-18. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.

AVO net income, last 5 periods. Source: SEC companyfacts FY2025.AVO net income, last 5 periods. Source: SEC companyfacts FY2025.AVO Net incomeLatest point: FY2025 = $37.7MSource: SEC companyfacts FY2025.Fiscal yearNet income-$250.0M$0.0B$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-10-31; accession 0001802974-25-000048; filed 2025-12-18. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

AVO operating income, last 5 periods. Source: SEC companyfacts FY2025.AVO operating income, last 5 periods. Source: SEC companyfacts FY2025.AVO Operating incomeLatest point: FY2025 = $65.2MSource: SEC companyfacts FY2025.Fiscal yearOperating income-$250.0M$0.0B$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-10-31; accession 0001802974-25-000048; filed 2025-12-18. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.

AVO gross profit, last 5 periods. Source: SEC companyfacts FY2025.AVO gross profit, last 5 periods. Source: SEC companyfacts FY2025.AVO Gross profitLatest point: FY2025 = $160.7MSource: SEC companyfacts FY2025.Fiscal yearGross profit$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-10-31; accession 0001802974-25-000048; filed 2025-12-18. Concept: GrossProfit. Source concepts: us-gaap:GrossProfit.

AVO diluted eps, last 5 periods. Source: SEC companyfacts FY2025.AVO diluted eps, last 5 periods. Source: SEC companyfacts FY2025.AVO Diluted EPSLatest point: FY2025 = $0.53/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)-$0.50/share$0.00/share$1.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-10-31; accession 0001802974-25-000048; filed 2025-12-18. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

AVO operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.AVO operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.AVO Operating cash flowLatest point: FY2025 = $88.6MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-10-31; accession 0001802974-25-000048; filed 2025-12-18. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

AVO capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.AVO capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.AVO Capital expendituresLatest point: FY2025 = $51.4MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-10-31; accession 0001802974-25-000048; filed 2025-12-18. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

AVO share buybacks, last 5 periods. Source: SEC companyfacts FY2025.AVO share buybacks, last 5 periods. Source: SEC companyfacts FY2025.AVO Share buybacksLatest point: FY2025 = $6.1MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-10-31; accession 0001802974-25-000048; filed 2025-12-18. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

AVO assets, last 5 periods. Source: SEC companyfacts FY2025.AVO assets, last 5 periods. Source: SEC companyfacts FY2025.AVO AssetsLatest point: FY2025 = $983.0MSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$500.0M$1.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-10-31; accession 0001802974-25-000048; filed 2025-12-18. Concept: Assets. Source concepts: us-gaap:Assets.

AVO liabilities, last 5 periods. Source: SEC companyfacts FY2025.AVO liabilities, last 5 periods. Source: SEC companyfacts FY2025.AVO LiabilitiesLatest point: FY2025 = $363.1MSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-10-31; accession 0001802974-25-000048; filed 2025-12-18. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

AVO stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.AVO stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.AVO Stockholders' equityLatest point: FY2025 = $587.3MSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$375.0M$750.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-10-31; accession 0001802974-25-000048; filed 2025-12-18. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

AVO cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.AVO cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.AVO Cash and cash equivalentsLatest point: FY2025 = $64.8MSource: SEC companyfacts FY2025.Fiscal yearCash and cash equivalents$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-10-31; accession 0001802974-25-000048; filed 2025-12-18. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

AVO free cash flow, last 5 periods. Source: SEC companyfacts FY2025.AVO free cash flow, last 5 periods. Source: SEC companyfacts FY2025.AVO Free cash flowLatest point: FY2025 = $37.2MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow-$250.0M$0.0B$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-10-31; accession 0001802974-25-000048; filed 2025-12-18. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-06-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001802974.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q32022-07-310.26reported discrete quarter
2023-Q12023-01-31-0.12reported discrete quarter
2023-Q22023-04-30-0.07reported discrete quarter
2023-Q32023-07-31261,400,0006,600,0000.09reported discrete quarter
2023-Q42023-10-31257,900,0004,000,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-01-31258,700,0000.000.00reported discrete quarter
2024-Q22024-04-30297,600,0007,000,0000.10reported discrete quarter
2024-Q32024-07-31324,000,00012,400,0000.17reported discrete quarter
2024-Q42024-10-31354,400,00017,300,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-01-31334,200,0003,900,0000.05reported discrete quarter
2025-Q22025-04-30380,300,0003,100,0000.04reported discrete quarter
2025-Q32025-07-31357,700,00014,700,0000.21reported discrete quarter
2025-Q42025-10-31319,000,00016,000,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-01-31278,600,000-700,000-0.01reported discrete quarter
2026-Q22026-04-30290,900,000-7,200,000-0.10reported discrete quarter

Quarterly Charts

AVO quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q2.AVO quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q2.AVO Quarterly RevenueLatest point: 2026-Q2 = $290.9MSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Revenue$0.0B$250.0M$500.0M2023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-04-30; accession 0001802974-26-000033; filed 2026-06-08. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.

AVO quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q2.AVO quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q2.AVO Quarterly Net incomeLatest point: 2026-Q2 = -$7.2MSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Net income-$250.0M$0.0B$250.0M2023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-04-30; accession 0001802974-26-000033; filed 2026-06-08. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

AVO quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q2.AVO quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q2.AVO Quarterly Diluted EPSLatest point: 2026-Q2 = -$0.10/shareSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Diluted EPS (USD/share)-$0.50/share$0.00/share$0.50/share2022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-04-30; accession 0001802974-26-000033; filed 2026-06-08. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001802974-26-000033.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-06-08. Report date: 2026-04-30.

Item 2.        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 our unaudited financial statements and related notes included elsewhere in this quarterly report. This discussion and analysis contains forward-looking statements based upon our current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors. Please refer to the section of this report under the heading “Forward-Looking Statements.”

Overview

We are a world leader in sourcing, producing, growing and distributing Hass avocados, serving retail, wholesale and foodservice customers. We source, produce, pack and distribute avocados along with other fruits, including mangos, to our customers and provide value-added services including ripening, bagging, custom packaging and logistical management. In addition, we provide our customers with merchandising and promotional support, insights on market trends and training designed to increase their retail avocado sales.

We have three operating segments which are also reportable segments:

•Marketing & Distribution. Our Marketing & Distribution reportable segment sources fruit from growers and then distributes the fruit through our global distribution network.

•International Farming. International Farming owns and operates orchards from which the vast majority of fruit produced is sold to our Marketing & Distribution segment. The segment’s farming activities range from cultivating early-stage plantings to harvesting from mature trees. It also earns service revenues for packing and processing fruit for both our Blueberries segment, as well as for third-party producers of other crops. Operations are principally located in Peru and Guatemala.

•Blueberries. The Blueberries segment consists of farming activities that include cultivating early-stage blueberry plantings and harvesting mature bushes. Substantially all blueberries produced are sold to a single distributor under an exclusive marketing agreement.

Acquisition of Calavo

On May 28, 2026, we consummated our acquisition of 100% of outstanding common stock of Calavo. Calavo is a leading provider of fresh avocados, tomatoes, papayas, and value-added prepared foods, including a variety of ready-to-eat products such as guacamole and salsas. Its products are sold under the Calavo brand name, proprietary sub-brands, as well as private labels and store brands.

The transaction enhances our position in the North American avocado category with expanded supply reliability across Mexico and California. The transaction also represents our entry into the prepared food sector, complementing our existing value-added avocado business. The transaction also provides a significant value opportunity for us to realize cost synergies and SG&A savings. The results of Calavo and interest costs associated with the debt incurred will be included in our results for periods following the closing date.

Tariffs

On February 20, 2026, the U.S. Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (IEEPA), and remanded related matters to the Court of International Trade. Following the Supreme Court’s decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business.

Subsequently, the U.S. Customs and Border Protection (CBP) has created the Consolidated Administration and Processing of Entries (CAPE) system to administer refunds for tariffs imposed under IEEPA. While progress has been made regarding the establishment of the CAPE system, there remains substantial uncertainty regarding the submission process for refunds, and the timing, magnitude, and completeness of potential refunds. The ability to recover, and the timing and amount of any potential refunds are uncertain, and at this time we cannot reasonably estimate the financial impact to us, if any. As of June 8, 2026, we have not recognized any amounts associated with potential refunds related to these tariffs.

We are monitoring the situation closely for further information about how the U.S. government intends to proceed.

Results of Operations

The operating results of our businesses are significantly impacted by the price and volume of fruit we farm, source and distribute. In addition, our results have been, and will continue to be, affected by quarterly and annual fluctuations due to a number of factors, including but not limited to: tariffs; pests and disease; weather patterns; changes in demand by consumers; food safety advisories; the timing of the receipt, reduction or cancellation of significant customer orders; the gain or loss of significant customers; the availability, quality and price of raw materials; the utilization of capacity at our various locations; and general economic conditions.

Our financial reporting currency is the U.S. dollar. The functional currency of our most significant subsidiaries is the U.S. dollar and the majority of our sales are denominated in U.S. dollars. A significant portion of our purchases of avocados are denominated in the Mexican Peso and a significant portion of our growing and harvesting costs are denominated in Peruvian Soles. Fluctuations in the exchange rates between the U.S. dollar and these local currencies usually do not have a significant impact on our gross margin because the impact typically affects our pricing by comparable amounts. Our margin exposure to exchange rate fluctuations is short-term in nature, as our sales price commitments are generally limited to less than one month and orders can primarily be serviced with procured inventory. Over longer periods of time, we believe that the impact exchange rate fluctuations will have on our cost of goods sold will largely be passed on to our customers in the form of higher or lower prices.

Three Months Ended April 30,Six Months Ended April 30,
2026202520262025
(In millions, except for percentages)Dollars%Dollars%Dollars%Dollars%
Net sales$290.9100%$380.3100%$569.5100%$714.5100%
Cost of sales270.493%351.993%517.491%654.692%
Gross profit20.57%28.47%52.19%59.98%
Selling, general and administrative expenses21.17%21.46%43.28%43.56%
Transaction advisory costs6.42%0.1%13.42%0.2%
Operating (loss) income(7.0)(2)%6.92%(4.5)(1)%16.22%
Interest expense(1.9)(1)%(2.5)(1)%(3.6)(1)%(4.7)(1)%
Equity method income1.3%0.9%2.8%1.7%
Other (expense) income, net(1.1)%(0.6)%(2.4)%0.9%
(Loss) income before income taxes(8.7)(3)%4.71%(7.7)(1)%14.12%
(Benefit) provision for income taxes(1.3)%1.7%(0.2)%4.91%
Net (loss) income(7.4)(3)%3.01%(7.5)(1)%9.21%
Less:Net (loss) income attributable to noncontrolling interest(0.2)%(0.1)%0.4%2.2%
Net (loss) income attributable to Mission Produce$(7.2)(2)%$3.11%$(7.9)(1)%$7.01%

Net sales

Our net sales are generated predominantly from the shipment of fresh avocados to retail, wholesale and foodservice customers worldwide. Our net sales are affected by numerous factors, including the balance between the supply of and demand for our produce and competition from other fresh produce companies. Our net sales are also dependent on our ability to supply a consistent volume and quality of fresh produce to the markets we serve.

Three Months Ended April 30,Six Months Ended April 30,
(In millions)2026202520262025
Net sales by segment:
Marketing and Distribution$277.2$362.5$512.0$658.3
International Farming2.72.15.74.1
Blueberries11.015.751.852.1
Total net sales$290.9$380.3$569.5$714.5

Net sales decreased $89.4 million or 24% in the three months ended April 30, 2026 compared to the same period last year, primarily driven by our Marketing & Distribution segment, where a decrease in per-unit avocado sales prices of 36% was partially offset by an increase in avocado volume sold of 15%. Volume and price movements were driven by increased Mexican avocado supply due to higher yields in the current year.

Net sales decreased $145.0 million or 20% in the six months ended April 30, 2026 compared to the same period last year, primarily driven by our Marketing & Distribution segment, where a decrease in per-unit avocado sales prices of 33% was partially offset by an increase in avocado volume sold of 14%. Volume and price movements were driven by increased Mexican avocado supply due to higher yields in the current year.

Gross profit

Cost of sales is composed primarily of avocado procurement costs from independent growers and packers, logistics costs, packaging costs, labor, costs associated with cultivation (the cost of growing crops), harvesting and depreciation. Avocado procurement costs from third-party suppliers can vary significantly between and within fiscal years and correlate closely with market prices for avocados. While we have long-standing relationships with our growers and packers, we predominantly purchase fruit on a daily basis at market rates. As such, the cost to procure products from independent growers can have a significant impact on our costs.

Logistics costs include land and sea transportation and expenses related to port facilities and distribution centers as well as tariffs/import duties. Land transportation costs consist primarily of third-party trucking services to support North American distribution, while sea transportation cost consists primarily of third-party shipping of refrigerated containers from supply markets in South and Central America to demand markets in North America, Europe and Asia. Fuel prices as well as variations in containerboard prices, which affect the cost of boxes and other packaging materials, impact our product cost and our profit margins. Variations in production yields and other input costs also affect our cost of sales.

In general, changes in our volume of products sold can have a disproportionate effect on our gross profit. Within any particular year, a significant portion of our cost of products are fixed. Accordingly, higher volumes produced on company-owned farms directly

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-12-18. Report date: 2025-10-31.

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 our financial statements and related notes included elsewhere in this annual report. This discussion and analysis contains forward-looking statements based upon our current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors. Please refer to the section of this report under the heading “Forward Looking Statements.”

Overview

We are a world leader in sourcing, producing and distributing Hass avocados, serving retail, wholesale and foodservice customers. We source, produce, pack and distribute avocados and a small amount of other fruits to our customers and provide value-added services including ripening, bagging, custom packaging and logistical management. In addition, we provide our customers with merchandising and promotional support, insights on market trends and training designed to increase their retail avocado sales.

Reportable segments

We have three operating segments which are also reportable segments:

•Marketing & Distribution. Our Marketing & Distribution reportable segment sources fruit from growers and then distributes the fruit through our global distribution network.

•International Farming. International Farming owns and operates orchards from which the vast majority of fruit produced is sold to our Marketing & Distribution segment. The segment’s farming activities range from cultivating early-stage plantings to harvesting from mature trees. It also earns service revenues for packing and processing fruit for both our Blueberries segment, as well as for third-party producers of other crops. Operations are principally located in Peru and Guatemala.

•Blueberries. The Blueberries segment consists of farming activities that include cultivating early-stage blueberry plantings and harvesting mature bushes. Substantially all blueberries produced are sold to a single distributor under an exclusive marketing agreement.

Macroeconomic environment

During fiscal 2025, the United States enacted a series of global trade policies including reciprocal and retaliatory tariffs, and subsequent revisions and exemptions thereof, on imported goods. As a result, tariffs have applied at different dates and rates throughout the year, depending on country of origin. We are continuing to monitor changes to global trade policies, including the impact of proposed and enacted tariffs as future changes could have direct or indirect impacts to our business. For additional information, see the risk factor “Changes to U.S. trade policy, tariff and import/export regulations may adversely affect our operating results” in Section 1A. of this report.

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Supply chain optimization

The Company closed its Canadian distribution centers within its Marketing & Distribution segment during the first quarter of 2025. In connection with the closure, we recognized approximately $2.7 million in charges for fiscal 2025. Charges consisted of accelerated depreciation expense of property, plant and equipment, accelerated amortization expense of operating lease right-of-use assets, loss on disposal of property, plant and equipment, and severance costs which were partially offset by gains on settlement of asset retirement obligations. Volume from these facilities has been absorbed by our other distribution centers and third-party service providers.

Results of Operations

The operating results of our businesses are significantly impacted by the price and volume of fruit we farm, source and distribute. In addition, our results have been, and will continue to be, affected by quarterly and annual fluctuations due to a number of factors, including but not limited to: tariffs; pests and disease; weather patterns; changes in demand by consumers; food safety advisories; the timing of the receipt, reduction or cancellation of significant customer orders; the gain or loss of significant customers; the availability, quality and price of raw materials; the utilization of capacity at our various locations; and general economic conditions.

Our financial reporting currency is the U.S. dollar. The functional currency of our most significant subsidiaries is the U.S. dollar and the majority of our sales are denominated in U.S. dollars. A significant portion of our purchases of avocados are denominated in the Mexican Peso and a significant portion of our growing and harvesting costs are denominated in Peruvian Soles. Fluctuations in the exchange rates between the U.S. dollar and these local currencies usually do not have a significant impact on our gross margin because the impact typically affects our pricing by comparable amounts. Our margin exposure to exchange rate fluctuations is short-term in nature, as our sales price commitments are generally limited to less than one month and orders can primarily be serviced with procured inventory. Over longer periods of time, we believe that the impact exchange rate fluctuations will have on our cost of goods sold will largely be passed on to our customers in the form of higher or lower prices.

Years ended October 31,
202520242023
(In millions, except percentages)Dollar%Dollar%Dollar%
Net sales$1,391.2100.0%$1,234.7100.0%$953.9100.0%
Cost of sales1,230.588.4%1,082.287.6%870.691.3%
Gross profit160.711.6%152.512.4%83.38.7%
Selling, general and administrative expenses95.56.9%86.87.0%76.48.0%
Operating income65.24.7%65.75.3%6.90.7%
Interest expense(9.4)(0.7)%(12.6)(1.0)%(11.6)(1.2)%
Equity method income5.40.4%3.70.3%4.00.4%
Other income (expense), net0.70.1%3.60.3%(0.2)%
Income (loss) before income taxes61.94.4%60.44.9%(0.9)(0.1)%
Provision for income taxes21.41.5%18.61.5%2.20.2%
Net income (loss)40.52.9%41.83.4%(3.1)(0.3)%
Less: Net income (loss) attributable to noncontrolling interest2.80.2%5.10.4%(0.3)%
Net income (loss) attributable to Mission Produce$37.72.7%$36.73.0%$(2.8)(0.3)%

Net sales

Our net sales are generated predominantly from the shipment of fresh avocados to retail, wholesale and foodservice customers worldwide. Our net sales are affected by numerous factors, including the balance between the supply of and demand for our produce and competition from other fresh produce companies. Our net sales are also dependent on our ability to supply a consistent volume and quality of fresh produce to the markets we serve.

22

Years ended October 31,
(In millions)202520242023
Net sales:
Marketing & Distribution$1,274.3$1,152.6$889.9
International Farming23.86.411.6
Blueberries93.175.752.4
Total net sales$1,391.2$1,234.7$953.9

Net sales increased $156.5 million or 13% in fiscal year 2025 compared to the previous year, primarily driven by a 7% increase in avocado volume sold our Marketing & Distribution segment. Increased sales in our International Farming segment were driven by higher volumes of avocados sold directly to customers in the current year. Volume and price movements resulted from higher Peruvian avocado production driven by more favorable weather conditions in the current year.

Net sales increased $280.8 million or 29% in fiscal year 2024 compared to the previous year, primarily driven by our Marketing & Distribution segment, where average per-unit avocado sales prices increased 30% and avocado volume sold was relatively flat. Blueberry revenue increased $23.3 million or 44%, due primarily to a 37% increase in average per-unit sales price, which was favorably impacted by industry supply constraints during the Peru harvest season.

Gross profit

Cost of sales is composed primarily of avocado procurement costs from independent growers and packers, logistics costs, packaging costs, labor, costs associated with cultivation (the cost of growing crops), harvesting and depreciation. Avocado procurement costs from third-party suppliers can vary significantly between and within fiscal years and correlate closely with market prices for avocados. While we have long-standing relationships with our growers and packers, we predominantly purchase fruit on a daily basis at market rates. As such, the cost to procure products from independent growers can have a significant impact on our costs.

Logistics costs include land and sea transportation and expenses related to port facilities and distribution centers. Land transportation costs consist primarily of third-party trucking services to support North American distribution, while sea transportation cost consists primarily of third-party shipping of refrigerated containers from supply markets in South and Central America to demand markets in North America, Europe and Asia. Fuel prices as well as variations in containerboard prices, which affect the cost of boxes and other packaging materials, impact our product cost and our profit margins. Variations in production yields and other input costs also affect our cost of sales.

In general, changes in our volume of products sold can have a disproportionate effect on our gross profit. Within any particular year, a significant portion of our cost of products are fixed. Accordingly, higher volumes produced on company-owned farms directly reduce the average cost per pound of fruit grown on company owned orchards, while lower volumes directly increase the average cost per pound of fruit grown on company owned orchards. Likewise, higher volumes processed through packing and distribution facilities directly reduce the average overhead cost per unit of fruit handled, while lower volumes directly increase the average overhead cost per unit of fruit handled.

Gross profit percentage will fluctuate based upon per-unit sales price levels in relation to per-unit costs. Margin is primarily managed on a per-unit basis in our Marketing & Distribution segment, which can lead to movement in gross profit percentage when sales prices fluctuate.

Years ended October 31,
202520242023
Gross profit (in millions)$160.7$152.5$83.3
Gross profit as a percentage of net sales11.6%12.4%8.7%

Gross profit increased $8.2 million in fiscal year 2025 compared to the previous year to $160.7 million, and gross profit percentage decreased by 80 basis points to 11.6% of net sales. Gross profit growth was driven by improved avocado and mango yields in our International Farming segment in the current year, while higher volume sold in our Marketing & Distribution segment was partially offset by lower per-unit margins. Marketing & Distribution segment results were negatively impacted by charges incurred in relation to the closure of Canadian facilities totaling $2.7 million and $1.1 million in tariffs levied on USMCA-compliant goods imported from Mexico for the three days they were in effect during March 2025.

Gross profit increased $69.2 million in fiscal year 2024 compared to the previous year to $152.5 million, and gross profit percentage increased by 370 basis points to 12.4% of net sales. The increases were attributed to our Marketing & Distribution segment, where we achieved strong per-unit margins on avocados sold, and our Blueberries segment, where we benefited from higher per-unit sales pricing.

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Selling, general and administrative expenses

Selling, general and administrative (“SG&A”) expenses primarily include the costs associated with selling, professional fees, general corporate overhead and other related administrative functions.

Years ended October 31,
(In millions)202520242023
Selling, general and administrative expenses$95.5$86.8$76.4

SG&A expenses increased $8.7 million or 10% in fiscal year 2025 compared to the previous year, primarily due to higher employee related costs associated with operating performance, inclusive of incentive and performance-based stock compensation expense, and higher professional services costs.

SG&A expenses increased $10.4 million or 14% in fiscal year 2024 compared to the previous year, primarily due to higher employee related costs, including performance-based incentive compensation, stock-based compensation expense and statutory profit-sharing expense. Higher performance-based incentive compensation is largely explained by the Company’s improved operating performance relative to the prior year. These increases were partially offset by lower professional fees and lower amortization of an intangible asset.

Interest expense

Interest expense consists primarily of interest on borrowings under working capital facilities that we maintain and interest on other long-term debt used to make capital and equity investments. We also incur interest expense on finance leases, computed using each lease’s explicit or implicit borrowing rate.

Years ended October 31,
(In millions)202520242023
Interest expense$9.4$12.6$11.6

Interest expense decreased $3.2 million or 25% in fiscal year 2025 compared to the previous year, due to due to lower average balances on our revolving line of credit and lower interest rates on our borrowings under our credit facility. Interest rates applicable to our credit facility are variable, based on SOFR and a spread depending on our net leverage ratio.

Interest expense increased $1.0 million or 9% in fiscal year 2024 compared to the previous year. The impact of higher interest rates was largely offset by lower average debt balances. Interest expense at our Blueberries segment increased $0.7 million or 32% to $2.9 million, primarily related to a significant financing lease, where additional area was leased during the year.

Equity method income

Our material equity method investees include Henry Avocado (“HAC”), Mr. Avocado and Copaltas.

Years ended October 31,
(In millions)202520242023
Equity method income$5.4$3.7$4.0

Equity method income increased $1.7 million or 46% in fiscal year 2025 compared to the previous year, primarily due to improved margins on fruit sold by Mr. Avocado in China.

Equity method income decreased $0.3 million or 8% in fiscal year 2024 compared to the previous year, as losses at Mr. Avocado were only partially offset by income growth from HAC.

Other income (expense), net

Other income (expense), net consists of interest income, currency exchange gains or losses, interest rate derivative gains or losses and other miscellaneous income and expense items.

Years ended October 31,
(In millions)202520242023
Other income (expense), net$0.7$3.6$(0.2)

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Other income decreased $2.9 million or 81% in fiscal year 2025 compared to the previous year. primarily attributed to foreign currency transaction losses resulting from the weakening of the U.S. dollar relative to the Mexican peso in the current year.

Other income was $3.6 million in fiscal year 2024, compared to other expense of $0.2 million in the previous year. The change was primarily attributed to the strengthening of the U.S. dollar relative to the Mexican peso, generating foreign currency gains compared to losses in the prior year.

Provision for income taxes

The provision for income taxes consists of the consolidation of tax provisions, computed on a separate entity basis, in each country in which we have operations. We recognize the effects of tax legislation in the period in which the law is enacted. Our deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years we estimate the related temporary differences to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain.

We recognize a tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within provision for income taxes.

Our effective tax rate is impacted by income attributable to foreign jurisdictions which is taxed at different rates from the U.S. federal statutory tax rate of 21%, changes in foreign exchange rates taxable in foreign jurisdictions and nondeductible tax items.

Years ended October 31,
202520242023
Provision for income taxes (in millions)$21.4$18.6$2.2
Effective tax rate(1)34.6%30.8%(256.6)%

(1) May not recalculate due to rounding.

The provision for income tax increased $2.8 million or 15% in fiscal year 2025 compared to the previous year, primarily due to the effect of higher income before taxes in the current year. Our effective tax rate was impacted by book gains in jurisdictions with higher tax rates than the U.S. statutory rate combined with losses in jurisdictions where either a full valuation allowance has been recorded or where loss carryforward is disallowed in both years.

On September 10, 2025, Peru enacted tax law which provided benefits to agribusiness entities. The new law subjects us to lower Peruvian corporate income tax rates than the rate in effect on the date of repeal of 25%, as follows: 15% for calendar years 2026 to 2035 and 29.5% thereafter. We remeasured our deferred tax balances based on the applicable tax rate in the year the deferred balances are expected to reverse. The decrease to the net deferred tax asset resulted in a $1.5 million increase to tax expense.

The provision for income tax increased $16.4 million or 745% in fiscal year 2024 compared to the previous year, primarily due to the effect of higher income before taxes.

Non-GAAP Measure

Adjusted EBITDA refers to net income (loss), before interest expense, income taxes, depreciation and amortization expense, stock-based compensation expense, other income (expense), and income (loss) from equity method investees, further adjusted by asset impairment and disposals, net of insurance recoveries, farming costs for nonproductive orchards (which represents land lease costs), certain noncash and nonrecurring ERP costs, advisory costs, material legal settlements, amortization of inventory adjustments recognized from business combinations, and any special, non-recurring, or one-time items such as remeasurements or impairments, and any portion of these items attributable to the noncontrolling interest. We believe that adjusted EBITDA provides useful information for analyzing the underlying business results as well as allowing investors a means to evaluate the financial results of each reportable segment in relation to the Company as a whole. This measure is not in accordance with, nor is it a substitute for or superior to, the comparable GAAP financial measure.

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Adjusted EBITDA

Years Ended October 31,
(In millions)202520242023
Net income (loss)$40.5$41.8$(3.1)
Interest expense(1)9.412.611.6
Provision for income taxes21.418.62.2
Depreciation and amortization(2)34.637.732.8
Equity method income(5.4)(3.7)(4.0)
Stock-based compensation8.87.14.5
Severance1.31.3
Legal settlement0.2
Asset impairment and disposals, net of insurance recoveries3.93.91.3
Farming costs for nonproductive orchards1.81.71.8
ERP costs2.22.22.2
Canada site closures(3)0.2
Tariffs(4)1.1
Advisory costs1.20.3
Amortization of inventory adjustment recognized from business combination0.7
Other (income) expense, net(0.7)(3.6)0.2
Adjusted EBITDA before adjustment for noncontrolling interest$119.0$119.8$51.8
Noncontrolling interest(5)(8.2)(12.0)(3.4)
Total adjusted EBITDA$110.8$107.8$48.4

(1)Includes interest expense from finance leases, the most significant of which is for land at our Blueberries segment of $2.1 million, $1.8 million and $1.4 million for the years ended October 31, 2025, 2024 and 2023, respectively.

(2)Includes depreciation and amortization of purchase accounting assets and $0.8 million, $3.7 million and $2.4 million for the years ended October 31, 2025, 2024 and 2023, respectively. Includes $0.7 million of amortization of the Blueberries finance lease for both years ended October 31, 2025 and 2024, and $0.6 million for the year ended October 31, 2023. The year ended October 31, 2025 also include $0.9 million of accelerated depreciation expense from fixed assets related to the closure of our Canada facilities during the second quarter. The twelve months ended October 31, 2024 also include $4.1 million of accelerated depreciation expense, $2.0 million of which was from purchase accounting assets, for certain blueberry plants determined to have no remaining useful life.

(3)Represents charges recognized in cost of sales related to the closure of our Canada facilities, including: accelerated amortization of operating lease right-of-use assets, early lease termination costs and severance costs, partially offset by gains on settlement of asset retirement obligations.

(4)Represents tariff charges levied on USMCA-compliant goods imported from Mexico for the three-day period from March 4th to March 6th, 2025. The extremely short-term nature of the charges prevented the Company from effectively passing the charges in both pricing to customers and prices paid for goods from suppliers. USMCA-compliant goods have subsequently been exempted from tariff charges on U.S. imports and additional adjustments are not expected in the future.

(5)Represents net income (loss) attributable to noncontrolling interest plus the impact of non-GAAP adjustments, allocable to the noncontrolling owner based on their percentage of ownership interest.

Adjusted EBITDA increased $3.0 million or 3% in fiscal year 2025 compared to the previous year, driven by increases in gross profit as described above.

Adjusted EBITDA increased $59.4 million or 123% in fiscal year 2024 compared to the previous year, primarily due to improved per-unit gross margin on avocados sold.

Segment Results of Operations

Net sales

Marketing & DistributionInternational FarmingBlueberriesTotalMarketing & DistributionInternational FarmingBlueberriesTotalMarketing & DistributionInternational FarmingBlueberriesTotal
Years ended October 31,
(In millions)202520242023
Third-party sales$1,274.3$23.8$93.1$1,391.2$1,152.6$6.4$75.7$1,234.7$889.9$11.6$52.4$953.9
Affiliated sales102.1102.158.558.578.678.6
Total segment sales$1,274.3$125.9$93.1$1,493.3$1,152.6$64.9$75.7$1,293.2$889.9$90.2$52.4$1,032.5
Intercompany eliminations(102.1)(102.1)(58.5)(58.5)(78.6)(78.6)
Total net sales$1,274.3$23.8$93.1$1,391.2$1,152.6$6.4$75.7$1,234.7$889.9$11.6$52.4$953.9

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Segment operating income (loss)

Years ended October 31,
(In millions)202520242023
Segment operating income (loss):
Marketing & Distribution$44.2$61.2$17.3
International Farming8.1(13.3)(11.5)
Blueberries13.118.61.0

Marketing & Distribution

Net sales in our Marketing & Distribution segment increased $121.7 million or 11% in fiscal year 2025 compared to the previous year, driven by higher volume sold as described above.

Segment operating income decreased $17.0 million or 28% in fiscal year 2025 compared to the previous year, due to lower per-unit gross margin on avocados sold and higher SG&A expenses, as described above.

Net sales in our Marketing & Distribution segment increased $262.7 million or 30% in fiscal year 2024 compared to the previous year, driven by avocado pricing increases as described above.

Segment operating income increased $43.9 million or 254% in fiscal year 2024 compared to the previous year, due to improved per-unit gross margin on avocados sold.

International Farming

The vast majority of fruit sales from our International Farming segment are made to the Marketing & Distribution segment, with the remainder of revenue derived from direct sales of fruit to third-parties as well as services provided to third parties and our Blueberries segment. Affiliated sales are concentrated in the second half of the fiscal year in alignment with the Peruvian avocado harvest season, which typically runs from April through September of each year. As a result, adjusted EBITDA for the International Farming segment is generally concentrated in the third and fourth quarters of the fiscal year in alignment with the timing of sales. In addition, the Company operates approximately 700 acres of mangos in Peru.

Total segment sales in our International Farming segment increased $61.0 million or 94% in fiscal year 2025 compared to the previous year and segment operating profit increased $21.4 million or 161% in fiscal year 2025 compared to the previous year. The increases were driven by higher yield from owned avocado orchards as well as higher volume of avocado packing and cooling services provided to third parties.

Total segment sales in our International Farming segment decreased $25.3 million or 28% in fiscal year 2024 compared to the previous year, due to lower volumes of owned avocados sold partially offset by higher average sales prices. The volume and pricing dynamics were directly impacted by the reduced 2024 harvest yields in Peru resulting from warmer temperatures correlated with El Niño conditions during crop development.

Segment operating loss increased by $1.8 million or 16% in fiscal year 2024 compared to the previous year as higher sales prices and cost savings measures in our avocado and mango farms, packing operations and SG&A in Peru offset the adverse impact of lower harvest yields on fixed cost absorption.

Blueberries

Sales in the Blueberries segment have traditionally been concentrated in the first and fourth quarters of the fiscal year in alignment with the Peruvian blueberry harvest season, which typically runs from July through February.

Net sales in our Blueberries segment increased $17.4 million or 23.0% in fiscal year 2025 compared to the previous year, primarily due to a 43% increase in volume sold, partially offset by a 14% decrease in average per-unit sales price. Higher volumes were driven by both increased total acreage and higher yields from our farms, while decreased prices were driven by higher total industry production from Peru after unfavorable regional weather conditions negatively impacted supply during the prior year.

Segment operating income decreased $5.5 million or 30% in fiscal year 2025 compared to the previous year, primarily due to lower per-unit margins attributed to lower selling prices.

Net sales in our Blueberries segment increased $23.3 million or 44.5% in fiscal year 2024 compared to the previous year, primarily due to a 37% increase in average per-unit sales price and a 6% increase in volume sold. Pricing was favorably impacted by industry supply constraints during the Peru harvest season.

27

Segment operating income increased $17.6 million or 1760% in fiscal year 2024 compared to the previous year, primarily due to gross margin improvement driven by elevated sales pricing.

Liquidity and Capital Resources

Operating activities

Years ended October 31,
(In millions)202520242023
Net income (loss)$40.5$41.8$(3.1)
Depreciation and amortization34.637.732.8
Equity method income(5.4)(3.7)(4.0)
Noncash lease expense6.86.15.9
Stock-based compensation8.87.14.5
Dividends received from equity method investees4.43.22.7
Deferred income taxes1.9(8.0)(6.4)
Unrealized losses (gains) on foreign currency transactions1.0(1.7)1.4
Other3.23.71.7
Change in working capital(7.2)7.1(6.2)
Net cash provided by operating activities$88.6$93.4$29.2

Net cash provided by operating activities decreased $4.8 million for 2025 compared to the previous year, driven by higher working capital requirements. Working capital growth was primarily driven by lower grower payables, higher other assets and net movements in income tax receivable and payable balances, which were partially offset by lower accounts receivable and inventory balances and higher accounts payable balances. The movements in accounts receivable, inventory and grower payables correlated with reductions in avocado pricing levels. Other asset growth pertains to value-added tax balances in Mexico and Guatemala, while income tax movements are attributed to timing of payment requirements in operational taxing jurisdictions. Accounts payable growth is primarily attributed to higher farming production costs within our International Farming and Blueberries segments.

Net cash provided by operating activities increased $64.2 million for 2024 compared to the previous year. The change was driven by improved operating performance and working capital management. Within working capital, favorable changes in accounts payable and accrued expenses and grower payables were partially offset by unfavorable changes in inventory, accounts receivable and other receivables. Higher avocado pricing drove increases in inventory, accounts receivable and grower payable balances, while higher incentive compensation and statutory profit-sharing accruals resulted in higher accrued expenses. At our International Farming segment, the earlier completion of the avocado season compared to the prior year correlated with higher accounts payable and accrued expenses. In our Blueberries segment, the impact of higher volume and increased acreage drove higher accounts payable and accrued expenses, correlated and offset by inventory balances at year end.

Investing activities

Years ended October 31,
(In millions)202520242023
Purchases of property, plant and equipment$(51.4)$(32.2)$(49.8)
Proceeds from sale of property, plant and equipment0.10.10.2
Investment in equity method investees(1.6)(2.1)
Purchase of other investment(2.3)
Other(0.6)0.2(0.1)
Net cash used in investing activities$(51.9)$(33.5)$(54.1)

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Property, plant and equipment

Years ended October 31,
(In millions)202520242023
Purchases of property, plant and equipment by segment:
Marketing & Distribution$6.4$7.1$10.9
International Farming32.516.126.0
Blueberries12.59.012.9
Total purchases of property, plant and equipment$51.4$32.2$49.8

In fiscal year 2025, capital expenditures were comprised primarily of avocado orchard development, pre-production orchard maintenance and land improvements, packhouse construction in Guatemala and pre-production land development and blueberry plant cultivation in Peru.

In fiscal year 2024, capital expenditures were comprised primarily of avocado orchard development, pre-production orchard maintenance and land improvements in Guatemala; pre-production avocado orchard maintenance, blueberry land development and plant cultivation and blueberry cooling facility construction costs in Peru; and distribution facility construction costs in the UK. Our International Farming segment also began construction of a packhouse in Guatemala during the year.

In fiscal 2023, capital expenditures were concentrated in pre-production avocado orchard maintenance in Guatemala and Peru and construction costs on our UK distribution facility. Capital expenditures in the Blueberries operation were primarily related to irrigation installation and early-stage plant cultivation.

Other investing activities

In fiscal years 2024 and 2023 we made contributions to Copaltas and Mr. Avocado. Funds were used by Copaltas for the purchase and development of farmland in Colombia. Funds were used by Mr. Avocado to support working capital needs and an investment in a new distribution facility in southern China.

During fiscal year 2023, we acquired a 5.1% equity interest in shares of common stock of a private entity that is developing avocado orchards in South Africa.

Financing activities

Years ended October 31,
(In millions)202520242023
Borrowings on revolving credit facility$55.0$40.0$145.0
Payments on revolving credit facility(70.0)(75.0)(130.0)
Proceeds from short-term borrowings10.13.02.8
Repayment of short-term borrowings(10.7)(2.8)(2.5)
Principal payments on long-term debt obligations(3.0)(3.4)(3.5)
Principal payments on finance lease obligations(1.0)(1.8)(2.6)
Proceeds from loan from noncontrolling interest holder2.0
Principal payments on loans due to noncontrolling interest holder(0.5)
Payments to noncontrolling interest holder for long-term supply financing(1.3)(2.0)
Payments for long-term supplier financing(1.3)(0.5)(0.1)
Purchase and retirement of common stock(6.1)(0.6)
Taxes paid related to shares withheld from the settlement of equity awards(1.5)(0.8)(0.5)
Exercise of stock options0.30.1
Net cash (used in) provided by financing activities$(29.5)$(43.8)$14.3

Borrowings and repayments of debt

We utilize a revolving line of credit for short-term working capital purposes. Principal payments on our credit facility are made in accordance with debt maturity schedules.

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Blueberries

Financing of our Blueberries segment consists of shareholder contributions and loans, as well as short-term bank borrowings, as needed. Principal payments on shareholder loans are made in accordance with loan agreements. Principal payments on finance lease obligations primarily relate to a long-term land lease, which for accounting purposes has been classified as a finance lease. Certain supply purchases are made under long-term financing arrangements with intermediaries and directly with vendors.

Purchase and retirement of common stock

Shares of the company’s common stock may be repurchased from time to time in the open market or privately negotiated transactions under our share repurchase program. Refer to Note 12 to the consolidated financial statements for more information.

Capital resources

October 31,
(In millions)20252024
Cash and cash equivalents$64.8$58.0
Working capital(1)127.7129.9

(1)Includes cash and cash equivalents

Capital resources include cash flows from operations, cash and cash equivalents, and debt financing. Our Blueberries segment may from time to time also receive capital contributions or loans from shareholders.

Our syndicated credit facility with Bank of America has a total borrowing capacity of $250 million. The credit facility is comprised of two senior term loans totaling $100 million and a revolving credit agreement of $150 million. The loans are secured by assets of the Company, including certain real property, personal property and capital stock of the Company’s subsidiaries. Borrowings under the credit facility bear interest at a spread over SOFR ranging from 1.5% to 2.5% depending on the Company’s consolidated total net leverage ratio. We pay fees on unused commitments on the credit facility.

As of October 31, 2025, we were required to comply with the following financial covenants: (a) a quarterly consolidated leverage ratio of not more than 3.5 to 1.00 and (b) a quarterly consolidated fixed charge coverage ratio of not less than 1.25 to 1.00. As of October 31, 2025, we were in compliance with all such covenants of the credit facility.

Material cash requirements

Capital expenditures

We have various capital projects in progress for farming expansion and facility improvements which we intend to fund through our operating cash flow as well as cash and cash equivalents on hand. For fiscal 2026, we expect total capital expenditures to be approximately $40 million. The spend will be allocated primarily to our International Farming and Blueberries segments. Within our International Farming segment, spend will be concentrated in Guatemala for pre-production avocado orchard maintenance. Within our Blueberries segment, spend will be concentrated on land development and plant cultivation in Peru.

Leases

We are party to various leases, the most material of which are for facilities and land. Our undiscounted cash liabilities were approximately $170.3 million as of October 31, 2025, of which, approximately $107.1 million was for long-term land leases in our International Farming and Blueberries segments.

Long-term debt

As of October 31, 2025, remaining maturities on our syndicated debt facility were $96.0 million. See Note 8 to the consolidated financial statements for more information.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base our

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estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Additionally, we frequently engage third-party valuation experts to assist us with estimates described below. Actual results could differ from those estimates.

Goodwill. Our goodwill represents the excess of the purchase price of business combinations over the fair value of the net assets acquired. Goodwill impairment testing requires significant judgment and management estimates, including, but not limited to, the determination of (i) the number of reporting units, (ii) the goodwill and other assets and liabilities to be allocated to the reporting units and (iii) the fair values of the reporting units. The estimates and assumptions described above, along with other factors such as forecasts of future revenues; earnings before interest, taxes, depreciation, and amortization (EBITDA); the discount rate; and marketplace EBITDA multiples form within a peer public company group, will significantly affect the outcome of the impairment tests and the amounts of any resulting impairment losses. We may use either a qualitative or quantitative approach when testing a reporting unit’s goodwill for impairment on an annual basis during the fourth quarter of each year, and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If we use a qualitative approach and determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we would then perform the first step of the goodwill impairment test, which would consist primarily of a discounted cash flow (“DCF”) analysis and guideline publicly-traded companies (“GPC”) analysis to determine the fair value of the reporting unit.

Investments. We maintain investments in other fruit growers, packers and distributors. These investments are accounted for under the equity method of accounting when we have the ability to exercise significant influence, but not control, over the investee. Significant influence generally exists when we have an ownership interest representing between 20% and 50% of the voting stock of the investee. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions. We review our investments for other-than temporary-impairment (“OTTI”) on a quarterly basis, or earlier if indicators of impairment arise. If an impairment of an equity method investment is determined to be other than temporary, we would record OTTI sufficient to reduce the investment’s carrying value to its fair value, which results in a new cost basis in the investment. The primary factors we consider in our determination of whether declines in fair value are other-than-temporary are the length of time that the fair value of the investment is below our carrying value; the severity of the decline; and the financial condition, operating performance and near-term prospects of the investee. In addition, we consider the reason for the decline in fair value, be it general market conditions, industry specific or investee specific; and our intent and ability to hold the investment for a period of time sufficient to allow for a recovery in fair value. As our assessment of the fair value of our investments and any resulting impairment losses and the timing of when to recognize such charges requires judgment and includes estimates and assumptions, actual results could differ materially from our estimates and assumptions.

Income taxes. As a multinational corporation, we are subject to taxation in many jurisdictions, and the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. If we ultimately determine that the payment of these liabilities will be unnecessary, the liability will be reversed, and we will recognize a tax benefit during the period in which it is determined the liability no longer applies. Conversely, we record additional tax charges in a period in which it is determined that a recorded tax liability is less than the ultimate assessment is expected to be.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within provision for income taxes.

The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S. or foreign taxes may be materially different from management’s estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities.

Recently Issued Accounting Standards

Refer to Note 2 to the consolidated financial statements included herein for information on recently issued accounting standards.

Off-Balance Sheet Arrangements

During the periods presented we did not have, nor do we currently have, any off-balance sheet arrangements as defined under SEC rules, except as follows:

The Company may issue standby letters of credit through banking institutions. As of October 31, 2025, total letters of credit outstanding were $2.0 million and at October 31, 2024, none were outstanding.

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MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0001802974-24-000053.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-12-19. Report date: 2024-10-31.

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 our financial statements and related notes included elsewhere in this annual report. This discussion and analysis contains forward-looking statements based upon our current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors. Please refer to the section of this report under the heading “Forward Looking Statements.”

Overview

We are a world leader in sourcing, producing and distributing Hass avocados, serving retail, wholesale and foodservice customers. We source, produce, pack and distribute avocados and a small amount of other fruits to our customers and provide value-added services including ripening, bagging, custom packaging and logistical management. In addition, we provide our customers with merchandising and promotional support, insights on market trends and training designed to increase their retail avocado sales.

Reportable segments

We have three operating segments which are also reportable segments. Our reportable segments are presented based on how information is used by our CEO, who is the chief operating decision maker, to measure performance and allocate resources. After the consolidation of Moruga on May 1, 2022, the information used by the CEO was expanded to include the results of Moruga, and as such, we determined our reportable segments to be:

•Marketing & Distribution. Our Marketing & Distribution reportable segment sources fruit from growers and then distributes the fruit through our global distribution network.

•International Farming. International Farming owns and operates orchards from which the vast majority of fruit produced is sold to our Marketing & Distribution segment. The segment’s farming activities range from cultivating early-stage plantings to harvesting from mature trees. It also earns service revenues for packing and processing fruit for both our Blueberries segment, as well as for third-party producers of other crops. Operations are principally located in Peru, with smaller operations emerging in other areas of Latin America.

•Blueberries. The Blueberries segment represents the results of Moruga, subsequent to its consolidation on May 1, 2022. Moruga’s farming activities include cultivating early-stage blueberry plantings and harvesting mature bushes. Substantially all blueberries produced are sold to a single distributor under an exclusive marketing agreement.

Consolidation of VIE

On May 1, 2022, a reconsideration event occurred related to Moruga S.A.C., a holding company with one wholly owned subsidiary, Blueberries Peru, S.A.C. (collectively referred to as “Moruga”), an entity for which we have a 60% equity ownership interest. Moruga was previously accounted for under the equity method of accounting, where investments are stated at initial cost and adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions. As a result of the reconsideration event, we concluded that Moruga is a variable interest entity (“VIE”), and that the Company is the primary beneficiary with a controlling financial interest. Based on this conclusion, Moruga was prospectively consolidated on May 1, 2022. For more details on Moruga, refer to Note 3 to the financial statements in this annual report.

Supply chain optimization

In November 2024, the Company announced plans to close its Canadian distribution centers within its Marketing & Distribution segment. Operations at these distribution centers will continue until their planned closure during the first quarter of fiscal 2025. Distribution volume from these facilities will be absorbed by our other distribution centers or third-party service providers, which is expected to generate net cost savings on an ongoing basis. In connection with the closure, we expect to recognize approximately $1.3 million of accelerated depreciation of property, plant and equipment and $0.4 million of accelerated lease expense during the first quarter of 2025. Severance costs are expected to be immaterial.

Results of Operations

The operating results of our businesses are significantly impacted by the price and volume of fruit we farm, source and distribute. In addition, our results have been, and will continue to be, affected by quarterly and annual fluctuations due to a number of factors, including but not limited to: pests and disease; weather patterns; changes in demand by consumers; food safety advisories; the timing of the receipt, reduction or cancellation of significant customer orders; the gain or loss of significant customers;

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the availability, quality and price of raw materials; the utilization of capacity at our various locations; and general economic conditions.

Our financial reporting currency is the U.S. dollar. The functional currency of our most significant subsidiaries is the U.S. dollar and the majority of our sales are denominated in U.S. dollars. A significant portion of our purchases of avocados are denominated in the Mexican Peso and a significant portion of our growing and harvesting costs are denominated in Peruvian Soles. Fluctuations in the exchange rates between the U.S. dollar and these local currencies usually do not have a significant impact on our gross margin because the impact affects our pricing by comparable amounts. Our margin exposure to exchange rate fluctuations is short-term in nature, as our sales price commitments are generally limited to less than one month and orders can primarily be serviced with procured inventory. Over longer periods of time, we believe that the impact exchange rate fluctuations will have on our cost of goods sold will largely be passed on to our customers in the form of higher or lower prices.

Years ended October 31,
202420232022
(In millions, except percentages)Dollar%Dollar%Dollar%
Net sales$1,234.7100.0%$953.9100.0%$1,045.9100.0%
Cost of sales1,082.287.6%870.691.3%956.191.4%
Gross profit152.512.4%83.38.7%89.88.6%
Selling, general and administrative expenses86.87.0%76.48.0%77.57.4%
Goodwill impairment%%49.54.7%
Operating income (loss)65.75.3%6.90.7%(37.2)(3.6)%
Interest expense(12.6)(1.0)%(11.6)(1.2)%(5.5)(0.5)%
Equity method income3.70.3%4.00.4%5.10.5%
Remeasurement gain on acquisition of equity method investee%%2.00.2%
Other income (expense), net3.60.3%(0.2)%4.40.4%
Income (loss) before income taxes60.44.9%(0.9)(0.1)%(31.2)(3.0)%
Provision for income taxes18.61.5%2.20.2%3.70.4%
Net income (loss)41.83.4%(3.1)(0.3)%(34.9)(3.3)%
Net income (loss) attributable to noncontrolling interest5.10.4%(0.3)%(0.3)%
Net income (loss) attributable to Mission Produce$36.73.0%$(2.8)(0.3)%$(34.6)(3.3)%

Net sales

Our net sales are generated predominantly from the shipment of fresh avocados to retail, wholesale and foodservice customers worldwide. Our net sales are affected by numerous factors, including the balance between the supply of and demand for our produce and competition from other fresh produce companies. Our net sales are also dependent on our ability to supply a consistent volume and quality of fresh produce to the markets we serve.

Years ended October 31,
(In millions)202420232022
Net sales:
Marketing & Distribution$1,152.6$889.9$1,016.1
International Farming6.411.619.1
Blueberries75.752.410.7
Total net sales$1,234.7$953.9$1,045.9

Net sales increased $280.8 million or 29% in fiscal year 2024 compared to the previous year, primarily driven by our Marketing & Distribution segment, where average per-unit avocado sales prices increased 30% and avocado volume sold was relatively flat. Blueberry revenue increased $23.3 million or 44%, due primarily to a 37% increase in average per-unit sales price, which was favorably impacted by industry supply constraints during the Peru harvest season.

Net sales decreased $92.0 million or 9% in fiscal year 2023 compared to the previous year, primarily due to a 24.0% decrease in average per-unit avocado sales prices, partially offset by increases in avocado volume sold of 12.0%. Price decreases and higher avocado volume sold were driven by higher industry supply out of Mexico in 2023 as compared to limited supply out of

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Mexico in the previous year. Net sales were favorably affected by the full-year impact of consolidating revenue from our Blueberries segment.

Gross profit

Cost of sales is composed primarily of avocado procurement costs from independent growers and packers, logistics costs, packaging costs, labor, costs associated with cultivation (the cost of growing crops), harvesting and depreciation. Avocado procurement costs from third-party suppliers can vary significantly between and within fiscal years and correlate closely with market prices for avocados. While we have long-standing relationships with our growers and packers, we predominantly purchase fruit on a daily basis at market rates. As such, the cost to procure products from independent growers can have a significant impact on our costs.

Logistics costs include land and sea transportation and expenses related to port facilities and distribution centers. Land transportation costs consist primarily of third-party trucking services to support North American distribution, while sea transportation cost consists primarily of third-party shipping of refrigerated containers from supply markets in South and Central America to demand markets in North America, Europe and Asia. Fuel prices as well as variations in containerboard prices, which affect the cost of boxes and other packaging materials, impact our product cost and our profit margins. Variations in production yields and other input costs also affect our cost of sales.

In general, changes in our volume of products sold can have a disproportionate effect on our gross profit. Within any particular year, a significant portion of our cost of products are fixed. Accordingly, higher volumes produced on company-owned farms directly reduce the average cost per pound of fruit grown on company owned orchards, while lower volumes directly increase the average cost per pound of fruit grown on company owned orchards. Likewise, higher volumes processed through packing and distribution facilities directly reduce the average overhead cost per unit of fruit handled, while lower volumes directly increase the average overhead cost per unit of fruit handled.

Gross profit percentage will fluctuate based upon per-unit sales price levels in relation to per-unit costs. Margin is primarily managed on a per-unit basis in our Marketing & Distribution segment, which can lead to movement in gross profit percentage when sales prices fluctuate.

Years ended October 31,
202420232022
Gross profit (in millions)$152.5$83.3$89.8
Gross profit as a percentage of net sales12.4%8.7%8.6%

Gross profit increased $69.2 million in fiscal year 2024 compared to the previous year to $152.5 million, and gross profit percentage increased by 370 basis points to 12.4% of net sales. The increases were attributed to our Marketing & Distribution segment, where we achieved strong per-unit margins on avocados sold, and our Blueberries segment, where we benefited from higher per-unit sales pricing.

Gross profit decreased $6.5 million in fiscal year 2023 compared to the previous year to $83.3 million, and gross profit percentage increased by 10 basis points to 8.7% of net sales. The decrease in gross profit was concentrated in our International Farming segment and driven by lower pricing on avocados sold from Company-owned farms. Lower pricing conditions were driven by higher worldwide supply of avocados, driven by a stronger Mexican crop, combined with quality issues and a compressed Peruvian harvest season brought about by El Niño-related weather events. Gross profit percentage remained flat as higher volume of avocados sold and improved per-unit margin at lower average sales prices in our Marketing & Distribution segment and higher volume of blueberries sold by Blueberries segment largely offset the negative impact from our International Farming segment.

Selling, general and administrative expenses

Selling, general and administrative (“SG&A”) expenses primarily include the costs associated with selling, professional fees, general corporate overhead and other related administrative functions.

Years ended October 31,
(In millions)202420232022
Selling, general and administrative expenses$86.8$76.4$77.5

SG&A expenses increased $10.4 million or 14% in fiscal year 2024 compared to the previous year, primarily due to higher employee related costs, including performance-based incentive compensation, stock-based compensation expense and statutory profit-sharing expense. Higher performance-based incentive compensation is largely explained by the Company’s improved operating performance relative to the prior year. These increases were partially offset by lower professional fees and lower amortization of an intangible asset.

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SG&A expenses decreased $1.1 million or 1% in fiscal year 2023 compared to the previous year, primarily due to lower ERP and insurance costs. The reduction in ERP expense was concentrated in non-recurring process reengineering costs, while reduced insurance expense was attributed to lower rates on directors and officers liability coverage. These reductions were partially offset by an increase of approximately $2.4 million of expenses from the Blueberries segment, a large portion of which was attributed to amortization of an intangible asset recognized in the business combination.

Goodwill impairment

No goodwill impairment was recognized in fiscal years 2024 or 2023. A noncash impairment loss of $49.5 million was recognized in the consolidated statements of income (loss) during the fourth quarter of fiscal 2022. For more information, refer to Note 4 to the consolidated financial statements.

Interest expense

Interest expense consists primarily of interest on borrowings under working capital facilities that we maintain and interest on other long-term debt used to make capital and equity investments. We also incur interest expense on finance leases, computed using each lease’s explicit or implicit borrowing rate.

Years ended October 31,
(In millions)202420232022
Interest expense$12.6$11.6$5.5

Interest expense increased $1.0 million or 9% in fiscal year 2024 compared to the previous year. The impact of higher interest rates was largely offset by lower average debt balances. Interest expense at our Blueberries segment increased $0.7 million or 32% to $2.9 million, primarily related to a significant financing lease, where additional area was leased during the year.

Interest expense increased $6.1 million or 111% in fiscal year 2023 compared to the previous year, primarily due to the effect of rising interest rates on our credit facility, which is subject to variable rates, as well as higher average outstanding debt balances. Additionally, the Blueberries segment incurred interest expense of $2.2 million related to a long-term finance lease of land as well as short-term bank borrowings and financed payables.

Equity method income

Our material equity method investees include Henry Avocado (“HAC”), Mr. Avocado, Copaltas, and up until May 1, 2022, Moruga. On May 1, 2022, Moruga became a variable interest entity and prospectively consolidated into our financial statements.

Years ended October 31,
(In millions)202420232022
Equity method income$3.7$4.0$5.1
Remeasurement gain on acquisition of Moruga2.0

Equity method income decreased $0.3 million or 8% in fiscal year 2024 compared to the previous year, as losses at Mr. Avocado were only partially offset by income growth from HAC.

Equity method income decreased $1.1 million or 22% in fiscal year 2023 compared to the previous year, primarily due to lower income from HAC, driven by inflationary pressure on SG&A expense.

Other income (expense), net

Other income (expense), net consists of interest income, currency exchange gains or losses, interest rate derivative gains or losses and other miscellaneous income and expense items.

Years ended October 31,
(In millions)202420232022
Other income (expense), net$3.6$(0.2)$4.4

Other income was $3.6 million in fiscal year 2024, compared to other expense of $0.2 million in the previous year. The change was primarily attributed to the strengthening of the U.S. dollar relative to the Mexican peso, generating foreign currency gains in the current year compared to losses in the prior year.

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Other expense was $0.2 million in fiscal year 2023, compared to other income of $4.4 million in the previous year. Expense in fiscal year 2023 is primarily attributed to foreign currency transaction losses primarily due to the weakening of the U.S. dollar relative to the Mexican peso. In 2022, gains were generated on interest rate swaps as a result of rising interest rates during the period.

Provision for income taxes

The provision for income taxes consists of the consolidation of tax provisions, computed on a separate entity basis, in each country in which we have operations. We recognize the effects of tax legislation in the period in which the law is enacted. Our deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years we estimate the related temporary differences to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain.

We recognize a tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within provision for income taxes.

Our effective tax rate is impacted by income attributable to foreign jurisdictions which is taxed at different rates from the U.S. federal statutory tax rate of 21%, changes in foreign exchange rates taxable in foreign jurisdictions and nondeductible tax items.

Years ended October 31,
202420232022
Provision for income taxes (in millions)$18.6$2.2$3.7
Effective tax rate(1)30.8%(256.6)%(12.0)%

(1) May not recalculate due to rounding.

The provision for income tax increased $16.4 million or 745% in fiscal year 2024 compared to the previous year, primarily due to the effect of higher income before taxes in the current year. Our effective tax rate was impacted by book gains in jurisdictions with higher tax rates than the U.S. statutory rate combined with losses in jurisdictions where either a full valuation allowance has been recorded or where loss carryforward is disallowed in both years.

The provision for income tax decreased $1.5 million or 41% in fiscal year 2023 compared to the previous year. Fiscal 2023 was impacted by a $1.7 million charge related to a statutory case in Mexico and $0.5 million in changes in unrecognized tax benefits. These charges were partially offset by a favorable change in ASC 740-30 (formerly APB 23) liability of $1.6 million.

Segment Results of Operations

Our CEO evaluates and monitors segment performance primarily through segment sales and segment adjusted earnings before interest expense, income taxes and depreciation and amortization (“adjusted EBITDA”). We believe that adjusted EBITDA by segment provides useful information for analyzing the underlying business results as well as allowing investors a means to evaluate the financial results of each reportable segment in relation to the Company as a whole. These measures are not in accordance with, nor are they a substitute for or superior to, the comparable GAAP financial measures.

Adjusted EBITDA refers to net income (loss), before interest expense, income taxes, depreciation and amortization expense, stock-based compensation expense, other income (expense), and income (loss) from equity method investees, further adjusted by asset impairment and disposals, net of insurance recoveries, farming costs for nonproductive orchards (which represents land lease costs), certain noncash and nonrecurring ERP costs, transaction costs, material legal settlements, amortization of inventory adjustments recognized from business combinations, and any special, non-recurring, or one-time items such as remeasurements or impairments, and any portion of these items attributable to the noncontrolling interest, all of which are excluded from the results the CEO reviews uses to assess segment performance and results. Effective for the fourth quarter of 2024, the Company made a change in presentation of its reconciliation of adjusted EBITDA to its comparable GAAP financial measure to include a subtotal of the non-GAAP adjustments before the effect of the noncontrolling interest adjustment called “adjusted EBITDA before adjustment for noncontrolling interest.” The presentation change has no impact to total adjusted EBITDA. We believe the addition of the subtotal within the reconciliation is useful because it better aligns with management’s sequence of review of the information in the reconciliation.

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Net sales

Marketing & DistributionInternational FarmingBlueberriesTotalMarketing & DistributionInternational FarmingBlueberriesTotalMarketing & DistributionInternational FarmingBlueberries(1)Total
Years ended October 31,
(In millions)202420232022
Third party sales$1,152.6$6.4$75.7$1,234.7$889.9$11.6$52.4$953.9$1,016.1$19.1$10.7$1,045.9
Affiliated sales58.558.578.678.695.695.6
Total segment sales$1,152.6$64.9$75.7$1,293.2$889.9$90.2$52.4$1,032.5$1,016.1$114.7$10.7$1,141.5
Intercompany eliminations(58.5)(58.5)(78.6)(78.6)(95.6)(95.6)
Total net sales$1,152.6$6.4$75.7$1,234.7$889.9$11.6$52.4$953.9$1,016.1$19.1$10.7$1,045.9

(1) The Blueberries segment was consolidated prospectively from May 1, 2022.

Adjusted EBITDA

Years Ended October 31,
(In millions)202420232022
Marketing & Distribution adjusted EBITDA$85.1$40.1$23.5
International Farming adjusted EBITDA4.63.123.3
Blueberries adjusted EBITDA18.15.20.8
Total reportable segment adjusted EBITDA$107.8$48.4$47.6
Net income (loss)41.8(3.1)(34.9)
Interest expense(1)12.611.65.5
Provision for income taxes18.62.23.7
Depreciation and amortization(2)37.732.824.8
Equity method income(3.7)(4.0)(5.1)
Stock-based compensation7.14.53.6
Severance1.31.3
Legal settlement0.2
Asset impairment and disposals, net of insurance recoveries3.91.30.4
Farming costs for nonproductive orchards1.71.81.5
ERP costs(3)2.22.24.6
Goodwill impairment49.5
Remeasurement gain on business combination with Moruga(2.0)
Transaction costs0.30.6
Amortization of inventory adjustment recognized from business combination0.70.4
Other (income) expense, net(3.6)0.2(4.4)
Adjusted EBITDA before adjustment for noncontrolling interest$119.8$51.8$48.2
Noncontrolling interest(4)(12.0)(3.4)(0.6)
Total adjusted EBITDA$107.8$48.4$47.6

(1)Includes interest expense from finance leases, the most significant of which is for nonproductive land at our Blueberries segment of $1.8 million and $1.4 million for the years ended October 31, 2024 and 2023, respectively.

(2)Includes depreciation and amortization of purchase accounting assets of $3.7 million, $2.4 million and $1.4 million for the years ended October 31, 2024, 2023 and 2022, respectively. Includes amortization of finance leases, the most significant of which is for nonproductive land at our Blueberries segment of $0.7 million and $0.6 million for the years ended October 31, 2024 and 2023, respectively. The year ended October 31, 2024 included $4.1 million of accelerated depreciation expense recognized during the first quarter, for certain blueberry plants determined to have no remaining useful life.

(3)Includes recognition of deferred implementation costs in all years. The year ended October 31, 2022 also includes post-implementation process reengineering costs.

(4)Represents net income (loss) attributable to noncontrolling interest plus the impact of non-GAAP adjustments, allocable to the noncontrolling owner based on their percentage of ownership interest.

Marketing & Distribution

Net sales in our Marketing & Distribution segment increased $262.7 million or 30% in fiscal year 2024 compared to the previous year, driven by avocado pricing increases as described above.

Segment adjusted EBITDA increased $45.0 million or 112% in fiscal year 2024 compared to the previous year, due to improved per-unit gross margin on avocados sold.

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Net sales in our Marketing & Distribution segment decreased $126.2 million or 12% in fiscal year 2023 compared to the previous year, driven by pricing and volume dynamics described above, which were driven by higher industry supply out of Mexico relative to last year.

Segment adjusted EBITDA increased $16.6 million or 71% in fiscal year 2023 compared to the previous year, due to higher gross margin from higher avocado volume sold and improved avocado per-unit margins.

International Farming

The vast majority of fruit sales from our International Farming segment are made to the Marketing & Distribution segment, with the remainder of revenue largely derived from services provided to third parties and our Blueberries segment. Affiliated sales are concentrated in the second half of the fiscal year in alignment with the Peruvian avocado harvest season, which typically runs from April through September of each year. As a result, adjusted EBITDA for the International Farming segment is generally concentrated in the third and fourth quarters of the fiscal year in alignment with the timing of sales. In addition, the Company operates approximately 700 acres of mangos in Peru. The timing of the mango harvest is generally concentrated in the fiscal second quarter.

Total segment sales in our International Farming segment decreased $25.3 million or 28% in fiscal year 2024 compared to the previous year, due to lower volumes of owned avocados sold partially offset by higher average sales prices. The volume and pricing dynamics were directly impacted by the reduced 2024 harvest yields in Peru resulting from warmer temperatures correlated with El Niño conditions during crop development.

Segment adjusted EBITDA increased $1.5 million or 48% in fiscal year 2024 compared to the previous year as higher sales prices and cost savings measures in our avocado and mango farms, packing operations and SG&A in Peru offset the adverse impact of lower harvest yields on fixed cost absorption.

Total segment sales in our International Farming segment decreased $24.5 million or 21% in fiscal year 2023 compared to the previous year, primarily due to lower pricing on avocados sold from company-owned farms. Lower pricing conditions were driven by higher worldwide supply of avocados, driven by a stronger Mexican crop, combined with quality issues and a compressed Peruvian harvest season brought about by El Niño-related weather events.

Segment adjusted EBITDA decreased $20.2 million or 87% in fiscal year 2023 compared to the previous year, primarily due to lower gross profit resulting from lower pricing.

Blueberries

Sales in the Blueberries segment have traditionally been concentrated in the first and fourth quarters of the fiscal year in alignment with the Peruvian blueberry harvest season, which typically runs from July through February.

Net sales in our Blueberries segment increased $23.3 million or 44.5% in fiscal year 2024 compared to the previous year, primarily due to a 37% increase in average per-unit sales price and a 6% increase in volume sold. Pricing was favorably impacted by industry supply constraints during the Peru harvest season.

Segment adjusted EBITDA increased $12.9 million or 248% in fiscal year 2024 compared to the previous year, primarily due to gross margin improvement driven by elevated sales pricing.

In fiscal year 2023, net sales in our Blueberries segment were $52.4 million and segment adjusted EBITDA was $5.2 million. The segment performance benefited from higher volumes associated with the consolidation of our Blueberries segment for the entirety of the fiscal year.

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Liquidity and Capital Resources

Operating activities

Years ended October 31,
(In millions)202420232022
Net income (loss)$41.8$(3.1)$(34.9)
Depreciation and amortization37.732.824.8
Equity method income(3.7)(4.0)(5.1)
Noncash lease expense6.15.95.3
Stock-based compensation7.14.53.6
Dividends received from equity method investees3.22.72.2
Deferred income taxes(8.0)(6.4)(0.6)
Goodwill impairment49.5
Remeasurement gain on business combination with Moruga(2.0)
Unrealized (gains) losses on foreign currency transactions(1.7)1.4
Unrealized loss (gain) on derivative financial instruments0.1(0.1)(4.7)
Other3.71.70.9
Change in working capital7.1(6.2)(3.8)
Net cash provided by operating activities$93.4$29.2$35.2

Net cash provided by operating activities increased $64.2 million for 2024 compared to the previous year. The change was driven by improved operating performance and working capital management. Within working capital, favorable changes in accounts payable and accrued expenses and grower payables were partially offset by unfavorable changes in inventory, accounts receivable and other receivables. Higher avocado pricing drove increases in inventory, accounts receivable and grower payable balances, while higher incentive compensation and statutory profit-sharing accruals resulted in higher accrued expenses. At our International Farming segment, the earlier completion of the avocado season compared to the prior year correlated with higher accounts payable and accrued expenses. In our Blueberries segment, the impact of higher volume and increased acreage drove higher accounts payable and accrued expenses, correlated and offset by inventory balances at year end.

Net cash provided by operating activities decreased $6.0 million for 2023 compared to the previous year. The change was driven by weaker operating performance within our International Farming segment and working capital growth. Within working capital, unfavorable changes in accounts receivable and accounts payable and accrued expenses were largely offset by favorable changes in inventory and other receivables. Trade accounts receivable were impacted by higher avocado sales prices as well as higher blueberry volumes and pricing, the former of which includes balances outstanding at our new U.K. entity which commenced operations this fiscal year. At our International Farming segment, the earlier completion of the avocado season compared to prior year correlated with unfavorable changes in accounts payable and accrued expenses and conversely, favorable changes in on-hand inventory of company owned fruit and reductions in other assets from accelerated VAT refunds.

Investing activities

Years ended October 31,
(In millions)202420232022
Purchases of property, plant and equipment$(32.2)$(49.8)$(61.2)
Proceeds from sale of property, plant and equipment0.10.23.0
Cash acquired in consolidation of Moruga4.3
Investment in equity method investees(1.6)(2.1)(0.4)
Purchase of other investment(2.3)
Loan repayments from equity method investees3.0
Other0.2(0.1)(0.1)
Net cash used in investing activities$(33.5)$(54.1)$(51.4)

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Property, plant and equipment

Years ended October 31,
(In millions)202420232022
Purchases of property, plant and equipment by segment:
Marketing & Distribution$7.1$10.9$9.1
International Farming16.126.045.3
Blueberries(1)9.012.96.8
Total purchases of property, plant and equipment$32.2$49.8$61.2

(1) The Blueberries segment was consolidated prospectively from May 1, 2022.

In fiscal year 2024, capital expenditures were comprised primarily of avocado orchard development, pre-production orchard maintenance and land improvements in Guatemala; pre-production avocado orchard maintenance, blueberry land development and plant cultivation and blueberry cooling facility construction costs in Peru; and distribution facility construction costs in the UK. Our International Farming segment also began construction of a packhouse in Guatemala during the year.

In fiscal year 2023, capital expenditures were concentrated in pre-production avocado orchard maintenance in Guatemala and Peru and construction costs on our new UK distribution facility. Capital expenditures in the Blueberries operation were primarily related to irrigation installation and early-stage plant cultivation.

Proceeds from the sale of property, plant and equipment were primarily from land that had been originally intended for use as our corporate headquarters.

Other investing activities

In all fiscal years presented, we made contributions to Copaltas and Mr. Avocado. Funds were used by Copaltas for the purchase and development of farmland in Colombia. Funds were used by Mr. Avocado to support working capital needs and an investment in a new distribution facility in southern China.

During fiscal year 2023, we acquired a 5.1% equity interest in shares of common stock of a private entity that is developing avocado orchards in South Africa.

Financing activities

Years ended October 31,
(In millions)202420232022
Borrowings on revolving credit facility$40.0$145.0$80.0
Payments on revolving credit facility(75.0)(130.0)(40.0)
Proceeds from short-term borrowings3.02.82.5
Repayment of short-term borrowings(2.8)(2.5)
Principal payments on long-term debt obligations(3.4)(3.5)(63.3)
Principal payments on finance lease obligations(1.8)(2.6)(1.2)
Proceeds from loan from noncontrolling interest holder2.0
Principal payments on loans due to noncontrolling interest holder(0.5)
Payments to noncontrolling interest holder for long-term supply financing(2.0)
Payments for long-term supplier financing(0.5)(0.1)
Purchase and retirement of common stock(0.6)
Taxes paid related to shares withheld from the settlement of equity awards(0.8)(0.5)
Exercise of stock options0.10.1
Payment of debt issuance, restructuring or extinguishment fees(0.8)
Equity contributions from noncontrolling interest holders4.20.9
Net cash (used in) provided by financing activities$(43.8)$14.3$(21.8)

Borrowings and repayments of debt

We utilize a revolving line of credit for short-term working capital purposes. Principal payments on our credit facility are made in accordance with debt maturity schedules.

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Blueberries

Financing of our Blueberries segment consists of shareholder contributions and loans, as well as short-term bank borrowings, as needed. Principal payments on shareholder loans are made in accordance with loan agreements. Principal payments on finance lease obligations primarily relate to a long-term land lease, which for accounting purposes has been classified as a finance lease. Certain supply purchases are made under long-term financing arrangements, a significant portion of which are with the noncontrolling interest holder of the entity.

Purchase and retirement of common stock

Shares of the company’s common stock may be repurchased from time to time in the open market or privately negotiated transactions under our share repurchase program. Refer to Note 13 to the consolidated financial statements for more information.

Capital resources

October 31,
(In millions)20242023
Cash and cash equivalents$58.0$42.9
Working capital(1)129.9122.6

(1)Includes cash and cash equivalents

Capital resources include cash flows from operations, cash and cash equivalents, and debt financing. Our Blueberries segment may from time to time also receive capital contributions or loans from shareholders.

Our syndicated credit facility with Bank of America has a total borrowing capacity of $250 million. The credit facility is comprised of two senior term loans totaling $100 million and a revolving credit agreement of $150 million. The loans are secured by assets of the Company, including certain real property, personal property and capital stock of the Company’s subsidiaries. Borrowings under the credit facility bear interest at a spread over SOFR ranging from 1.5% to 2.5% depending on the Company’s consolidated total net leverage ratio. We pay fees on unused commitments on the credit facility.

As of October 31, 2024, we were required to comply with the following financial covenants: (a) a quarterly consolidated leverage ratio of not more than 3.5 to 1.00 and (b) a quarterly consolidated fixed charge coverage ratio of not less than 1.25 to 1.00. As of October 31, 2024, we were in compliance with all such covenants of the credit facility.

Material cash requirements

Capital expenditures

We have various capital projects in progress for farming expansion and facility improvements which we intend to fund through our operating cash flow as well as cash and cash equivalents on hand. Capital expenditures were lower than expected for fiscal 2024 by approximately $10 million due to the timing of vendor payments associated with packhouse construction in Guatemala and blueberry plant development in Peru, both of which will carryover into fiscal 2025. For fiscal 2025, we expect total capital expenditures inclusive of the 2024 carryover to be between $50 to $55 million. The spend will be allocated primarily to our International Farming and Blueberries segments. Within our International Farming segment, spend will be concentrated in Guatemala for pre-production avocado orchard maintenance and packhouse construction. Within our Blueberries segment, spend will be concentrated on land development and plant cultivation in Peru.

Leases

We are party to various leases, the most material of which are for facilities and land. Our undiscounted cash liabilities were approximately $177.3 million as of October 31, 2024, of which, approximately $107.4 million was for long-term land leases in our International Farming and Blueberries segments. Also included is an estimate of approximately $4.3 million for undelivered equipment leases on order.

Long-term debt

As of October 31, 2024, remaining maturities on our term loans and notes were $113.7 million. See Note 9 to the consolidated financial statements for more information.

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Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Additionally, we frequently engage third party valuation experts to assist us with estimates described below. Actual results could differ from those estimates.

Goodwill. Our goodwill represents the excess of the purchase price of business combinations over the fair value of the net assets acquired. Goodwill impairment testing requires significant judgment and management estimates, including, but not limited to, the determination of (i) the number of reporting units, (ii) the goodwill and other assets and liabilities to be allocated to the reporting units and (iii) the fair values of the reporting units. The estimates and assumptions described above, along with other factors such as forecasts of future revenues; earnings before interest, taxes, depreciation, and amortization (EBITDA); the discount rate; and marketplace EBITDA multiples form within a peer public company group, will significantly affect the outcome of the impairment tests and the amounts of any resulting impairment losses. We may use either a qualitative or quantitative approach when testing a reporting unit’s goodwill for impairment on an annual basis during the fourth quarter of each year, and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If we use a qualitative approach and determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we would then perform the first step of the goodwill impairment test, which would consist primarily of a discounted cash flow (“DCF”) analysis and guideline publicly-traded companies (“GPC”) analysis to determine the fair value of the reporting unit.

During the fourth quarter of fiscal 2022, we performed our annual goodwill impairment test on our Peruvian farming reporting unit within the International Farming segment and determined that the qualitative factors indicated that it was more-likely-than-not that the fair value of the reporting unit was less than its carrying value. As a result, with the assistance of a third-party specialist, we performed a quantitative assessment of the fair value of the reporting unit using the DCF and GPC methods, resulting in an impairment charge of $49.5 million. The significant assumptions used in determining the fair values of the reporting unit have been described in Note 4. To the extent that BEV to EBITDA multiples in the future decrease, the discount rate used in determining the present value of our cash flows increases, or if the Company does not meet its cash flow projections for the reporting unit, additional impairment charges may be recorded in the future.

Investments. We maintain investments in other fruit growers, packers and distributors. These investments are accounted for under the equity method of accounting when we have the ability to exercise significant influence, but not control, over the investee. Significant influence generally exists when we have an ownership interest representing between 20% and 50% of the voting stock of the investee. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions. We review our investments for other-than temporary-impairment (“OTTI”) on a quarterly basis, or earlier if indicators of impairment arise. If an impairment of an equity method investment is determined to be other than temporary, we would record OTTI sufficient to reduce the investment’s carrying value to its fair value, which results in a new cost basis in the investment. The primary factors we consider in our determination of whether declines in fair value are other-than-temporary are the length of time that the fair value of the investment is below our carrying value; the severity of the decline; and the financial condition, operating performance and near-term prospects of the investee. In addition, we consider the reason for the decline in fair value, be it general market conditions, industry specific or investee specific; and our intent and ability to hold the investment for a period of time sufficient to allow for a recovery in fair value. As our assessment of the fair value of our investments and any resulting impairment losses and the timing of when to recognize such charges requires judgment and includes estimates and assumptions, actual results could differ materially from our estimates and assumptions.

Income taxes. As a multinational corporation, we are subject to taxation in many jurisdictions, and the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. If we ultimately determine that the payment of these liabilities will be unnecessary, the liability will be reversed, and we will recognize a tax benefit during the period in which it is determined the liability no longer applies. Conversely, we record additional tax charges in a period in which it is determined that a recorded tax liability is less than the ultimate assessment is expected to be.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within provision for income taxes.

The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S. or foreign taxes may be materially different from management’s estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities.

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Recently Issued Accounting Standards

Refer to Note 2 to the consolidated financial statements included herein for information on recently issued accounting standards.

Off-Balance Sheet Arrangements

During the periods presented we did not have, nor do we currently have, any off-balance sheet arrangements as defined under SEC rules, except as follows:

The Company may issue standby letters of credit through banking institutions. As of October 31, 2024, none were outstanding and as of October 31, 2023, $0.7 million were outstanding.

FY 2023 10-K MD&A

SEC filing source: 0001802974-23-000037.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-12-21. Report date: 2023-10-31.

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 our financial statements and related notes included elsewhere in this annual report. This discussion and analysis contains forward-looking statements based upon our current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors. Please refer to the section of this report under the heading “Forward Looking Statements.”

Overview

We are a world leader in sourcing, producing and distributing Hass avocados, serving retail, wholesale and foodservice customers. We source, produce, pack and distribute avocados and a small amount of other fruits to our customers and provide value-added services including ripening, bagging, custom packaging and logistical management. In addition, we provide our customers with merchandising and promotional support, insights on market trends and training designed to increase their retail avocado sales.

Consolidation of VIE

On May 1, 2022, a reconsideration event occurred related to Moruga S.A.C., a holding company with one wholly owned subsidiary, Blueberries Peru, S.A.C. (collectively referred to as “Moruga”), an entity for which we have a 60% equity ownership interest. Moruga was previously accounted for under the equity method of accounting, where investments are stated at initial cost and adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions. As a result of the reconsideration event, we concluded that Moruga is a variable interest entity (“VIE”), and that the Company is the primary

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beneficiary with a controlling financial interest. Based on this conclusion, Moruga was prospectively consolidated on May 1, 2022. For more details on Moruga, refer to Note 3 to the financial statements in this annual report.

Reportable segments

We have three operating segments which are also reportable segments. Our reportable segments are presented based on how information is used by our CEO, who is the chief operating decision maker, to measure performance and allocate resources. After the consolidation of Moruga on May 1, 2022, the information used by the CEO was expanded to include the results of Moruga, and as such, we determined our reportable segments to be:

•Marketing and Distribution. Our Marketing and Distribution reportable segment sources fruit from growers and then distributes the fruit through our global distribution network.

•International Farming. International Farming owns and operates orchards from which the vast majority of fruit produced is sold to our Marketing and Distribution segment. The segment’s farming activities range from cultivating early-stage plantings to harvesting from mature trees. It also earns service revenues for packing and processing fruit for both our Blueberries segment, as well as for third-party producers of other crops. Operations are principally located in Peru, with smaller operations emerging in other areas of Latin America.

•Blueberries. The Blueberries segment represents the results of Moruga, subsequent to its consolidation on May 1, 2022. Moruga’s farming activities include cultivating early-stage blueberry plantings and harvesting mature bushes. Substantially all blueberries produced are sold to a single distributor under an exclusive marketing agreement.

Recent business developments

In April 2023, the Marketing and Distribution segment opened a 102,000-square-foot state-of-the-art ripening, packing and forward distribution center in Dartford, United Kingdom. Strategically located with direct access to major international ports and transportation networks, the facility is expected to strengthen our international footprint and optimize product distribution to the Company’s customer base in the U.K.

Regulatory developments

In December 2021, the Organization for Economic Cooperation and Development (“OECD”), which is an international public policy setting organization comprised of member countries including the U.S., published a proposal for the establishment of a global minimum tax rate of 15% (the “Pillar Two rule”) . The OECD has recommended that the Pillar Two rule become effective for fiscal years beginning after January 1, 2024, which is our fiscal 2025. To date, member states are in various stages of implementation and the OECD continues to refine technical guidance. We are closely monitoring developments of the Pillar Two rule and are currently evaluating the potential impact in each of the countries we operate in.

Results of Operations

The operating results of our businesses are significantly impacted by the price and volume of fruit we farm, source and distribute. In addition, our results have been, and will continue to be, affected by quarterly and annual fluctuations due to a number of factors, including but not limited to: pests and disease; weather patterns; changes in demand by consumers; food safety advisories; the timing of the receipt, reduction or cancellation of significant customer orders; the gain or loss of significant customers; the availability, quality and price of raw materials; the utilization of capacity at our various locations; and general economic conditions.

Our financial reporting currency is the U.S. dollar. The functional currency of our most significant subsidiaries is the U.S. dollar and the majority of our sales are denominated in U.S. dollars. A significant portion of our purchases of avocados are denominated in the Mexican Peso and a significant portion of our growing and harvesting costs are denominated in Peruvian Soles. Fluctuations in the exchange rates between the U.S. dollar and these local currencies usually do not have a significant impact on our gross margin because the impact affects our pricing by comparable amounts. Our margin exposure to exchange rate fluctuations is short-term in nature, as our sales price commitments are generally limited to less than one month and orders can primarily be serviced with procured inventory. Over longer periods of time, we believe that the impact exchange rate fluctuations will have on our cost of goods sold will largely be passed on to our customers in the form of higher or lower prices.

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Years ended October 31,
202320222021
(In millions, except percentages)Dollar%Dollar%Dollar%
Net sales$953.9100.0%$1,045.9100.0%$891.7100.0%
Cost of sales870.691.3%956.191.4%767.286.0%
Gross profit83.38.7%89.88.6%124.514.0%
Selling, general and administrative expenses76.48.0%77.57.4%63.67.1%
Goodwill impairment%49.54.7%%
Operating income (loss)6.90.7%(37.2)(3.6)%60.96.8%
Interest expense(11.6)(1.2)%(5.5)(0.5)%(3.7)(0.4)%
Equity method income4.00.4%5.10.5%7.50.8%
Remeasurement gain on acquisition of equity method investee%2.00.2%%
Other (expense) income, net(0.2)%4.40.4%1.30.1%
(Loss) income before income taxes(0.9)(0.1)%(31.2)(3.0)%66.07.4%
Provision for income taxes2.20.2%3.70.4%21.12.4%
Net (loss) income(3.1)(0.3)%(34.9)(3.3)%44.95.0%
Net loss attributable to noncontrolling interest(0.3)%(0.3)%%
Net (loss) income attributable to Mission Produce$(2.8)(0.3)%$(34.6)(3.3)%$44.95.0%

Net sales

Our net sales are generated predominantly from the shipment of fresh avocados to retail, wholesale and foodservice customers worldwide. Our net sales are affected by numerous factors, including the balance between the supply of and demand for our produce and competition from other fresh produce companies. Our net sales are also dependent on our ability to supply a consistent volume and quality of fresh produce to the markets we serve.

Years ended October 31,
(In millions)202320222021
Net sales:
Marketing and Distribution$889.9$1,016.1$872.0
International Farming11.619.119.7
Blueberries52.410.7
Total net sales$953.9$1,045.9$891.7

Net sales decreased $92.0 million or 9% in fiscal year 2023 compared to the previous year, primarily due to a 24.0% decrease in average per-unit avocado sales prices, partially offset by increases in avocado volume sold of 12.0%. Price decreases and higher avocado volume sold were driven by higher industry supply out of Mexico in the current year as compared to limited supply out of Mexico in the previous year. Net sales were favorably affected by the full-year impact of consolidating revenue from our Blueberries segment.

Net sales increased $154.2 million or 17% in fiscal year 2022 compared to the previous year, primarily due to a 28% increase in average per-unit avocado sales prices, partially offset by decreases in avocado volume sold of 11%. Price increases were due to lower industry supply out of Mexico for much of the fiscal year, as well as inflationary pressures. Lower avocado volume sold was primarily driven by lower Mexican supply. Domestic volumes declined at a lower rate relative to export markets, demonstrating the resiliency of demand for avocados amid higher price points in the U.S. market.

Gross profit

Cost of sales is composed primarily of avocado procurement costs from independent growers and packers, logistics costs, packaging costs, labor, costs associated with cultivation (the cost of growing crops), harvesting and depreciation. Avocado procurement costs from third-party suppliers can vary significantly between and within fiscal years and correlate closely with market prices for avocados. While we have long-standing relationships with our growers and packers, we predominantly purchase fruit on a daily basis at market rates. As such, the cost to procure products from independent growers can have a significant impact on our costs.

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Logistics costs include land and sea transportation and expenses related to port facilities and distribution centers. Land transportation costs consist primarily of third-party trucking services to support North American distribution, while sea transportation cost consists primarily of third-party shipping of refrigerated containers from supply markets in South and Central America to demand markets in North America, Europe and Asia. Fuel prices as well as variations in containerboard prices, which affect the cost of boxes and other packaging materials, impact our product cost and our profit margins. Variations in the production yields, and other input costs also affect our cost of sales.

In general, changes in our volume of products sold can have a disproportionate effect on our gross profit. Within any particular year, a significant portion of our cost of products are fixed. Accordingly, higher volumes produced on company-owned farms directly reduce the average cost per pound of fruit grown on company owned orchards, while lower volumes directly increase the average cost per pound of fruit grown on company owned orchards. Likewise, higher volumes processed through packing and distribution facilities directly reduce the average overhead cost per unit of fruit handled, while lower volumes directly increase the average overhead cost per unit of fruit handled.

Gross profit percentage will fluctuate based upon per-unit sales price levels in relation to per-unit costs. Margin is primarily managed on a per-unit basis in our Marketing & Distribution segment, which can lead to movement in gross profit percentage when sales prices fluctuate.

Years ended October 31,
202320222021
Gross profit (in millions)$83.3$89.8$124.5
Gross profit as a percentage of net sales8.7%8.6%14.0%

Gross profit decreased $6.5 million in fiscal year 2023 compared to the previous year to $83.3 million, and gross profit percentage increased by 10 basis points to 8.7% of revenue. The decrease in gross profit was concentrated in our International Farming segment and driven by lower pricing on avocados sold from Company-owned farms. Lower pricing conditions were driven by higher worldwide supply of avocados, driven by a stronger Mexican crop, combined with quality issues and a compressed Peruvian harvest season brought about by El Niño-related weather events. Gross profit percentage remained flat as higher volume of avocados sold and improved per-unit margin at lower average sales prices in our Marketing & Distribution segment and higher volume of blueberries sold by Blueberries segment largely offset the negative impact from our International Farming segment.

Gross profit decreased $34.7 million in fiscal year 2022 compared to the previous year to $89.8 million, and gross profit percentage decreased by 536 basis points to 8.6% of revenue. Within our Marketing and Distribution segment, the decreases were primarily driven by the impact of lower avocado volume sold, as well as temporary and unforeseen operational challenges created by the ERP implementation, which limited our ability to effectively manage our supply chain during the first quarter of 2022. Within our International Farming segment, we experienced gross profit decreases primarily due to inflationary cost pressures impacting ocean freight costs, packaging costs, and farming input costs, partially offset by increased avocado production at our farms.

Selling, general and administrative expenses

Selling, general and administrative (“SG&A”) expenses primarily include the costs associated with selling, professional fees, general corporate overhead and other related administrative functions.

Years ended October 31,
(In millions)202320222021
Selling, general and administrative expenses$76.4$77.5$63.6

SG&A expenses decreased $1.1 million or 1% in fiscal year 2023 compared to the previous year, primarily due to lower ERP and insurance costs. The reduction in ERP expense was concentrated in non-recurring process reengineering costs, while reduced insurance expense was attributed to lower rates on directors and officers liability coverage. These reductions were partially offset by an increase of approximately $2.4 million of expenses from the Blueberries segment, a large portion of which was attributed to amortization of an intangible asset recognized in the business combination.

SG&A increased $13.9 million or 22% in fiscal year 2022 compared to the previous year, due to ERP costs in our Marketing and Distribution segment, higher employee-related costs, higher professional fees, and higher travel costs. ERP costs consisted of noncapitalizable implementation costs and nonrecurring process re-engineering costs. Employee-related costs were impacted by labor inflation and higher stock-based compensation expense. Higher professional fees were in part due to our change in SEC filer status from an emerging growth company to a large accelerated filer on October 31, 2021. Travel costs increased as COVID-related travel restrictions eased relative to prior year. The consolidation of Moruga increased selling, general and administrative expenses by $1.7 million, which included amortization of an intangible asset recognized at acquisition.

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Goodwill impairment

A noncash impairment loss of $49.5 million was recognized in the consolidated statements of income during the fourth quarter of fiscal 2022. No goodwill impairment was recognized in fiscal years 2023 or 2021. For more information, refer to Note 4 to the consolidated financial statements.

Interest expense

Interest expense consists primarily of interest on borrowings under working capital facilities that we maintain and interest on other long-term debt used to make capital and equity investments. We also incur interest expense on finance leases, computed using each leases’ explicit or implicit borrowing rate.

Years ended October 31,
(In millions)202320222021
Interest expense$11.6$5.5$3.7

Interest expense increased $6.1 million or 111% in fiscal year 2023 compared to the previous year, primarily due to the effect of rising interest rates on our credit facility, which is subject to variable rates, as well as higher average outstanding debt balances. Additionally, the Blueberries segment incurred interest expense of $2.2 million related to a long-term finance lease of land as well as short-term bank borrowings and financed payables.

Interest expense increased $1.8 million or 49% in fiscal year 2022 compared to the previous year, primarily due to higher interest rates, as the majority of our outstanding debt is subject to variable rates.

Equity method income

Our material equity method investees include Henry Avocado (“HAC”), Mr. Avocado, Copaltas, and up until May 1, 2022, Moruga. On May 1, 2022, Moruga became a variable interest entity and prospectively consolidated into our financial statements.

Years ended October 31,
(In millions)202320222021
Equity method income$4.0$5.1$7.5
Remeasurement gain on acquisition of equity method investee2.0

Equity method income decreased $1.1 million or 22% in fiscal year 2023 compared to the previous year, primarily due to lower income from HAC, driven by inflationary pressure on SG&A expense.

Equity method income decreased $2.4 million or 32% in fiscal year 2022 compared to the previous year, primarily due to the effect of consolidation of Moruga, partially offset by stronger operating performance from HAC.

Other expense (income), net

Other expense (income), net consists of interest income, currency exchange gains or losses, interest rate derivative gains or losses and other miscellaneous income and expense items.

Years ended October 31,
(In millions)202320222021
Other expense (income), net$0.2$(4.4)$(1.3)

Other expense was $0.2 million in fiscal year 2023, compared to other income of $4.4 million in the previous year. Current year expense is primarily attributed to foreign currency transaction losses primarily due to the weakening of the U.S. dollar relative to the Mexican peso. In the prior year, gains were generated on interest rate swaps as a result of rising interest rates during the period.

Other income increased $3.1 million or 238% in fiscal year 2022 compared to the previous year, primarily due to gains on our interest rate swaps driven by market movements in short-term interest rates. The interest rate swaps are intended to hedge against variable interest rate exposure associated with our term debt facility.

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Provision for income taxes

The provision for income taxes consists of the consolidation of tax provisions, computed on a separate entity basis, in each country in which we have operations. We recognize the effects of tax legislation in the period in which the law is enacted. Our deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years we estimate the related temporary differences to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain.

We recognize a tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within provision for income taxes.

Our effective tax rate is impacted by income attributable to foreign jurisdictions which is taxed at different rates from the U.S. federal statutory tax rate of 21%, changes in foreign exchange rates taxable in foreign jurisdictions and nondeductible tax items.

Years ended October 31,
202320222021
Provision for income taxes (in millions)$2.2$3.7$21.1
Effective tax rate(1)(256.6)%(12.0)%32.0%

(1) May not recalculate due to rounding.

The provision for income tax decreased $1.5 million or 41% in fiscal year 2023 compared to the previous year. The current year provision for income tax was impacted by a $1.7 million charge related to a statutory case in Mexico and $0.5 million in changes in unrecognized tax benefits. These charges were partially offset by a favorable change in ASC 740-30 (formerly APB 23) liability of $1.6 million.

The provision for income taxes decreased $17.4 million or 82% in fiscal year 2022 compared to the previous year. In 2022, our provision for income taxes was impacted by the $49.5 million non-deductible goodwill impairment charge, which generated a pre-tax loss. In 2021, the provision for income taxes included a $5.4 million charge from the remeasurement of our deferred tax balances in Peru due to the enactment of tax law in 2020 repealing tax benefits to agribusiness entities. The law subjects us to higher Peruvian corporate income tax rates than the rate in effect on the date of repeal of 15%, as follows: 20% for calendar years 2023 to 2024, 25% for calendar years 2025 to 2027, and 29.5% thereafter.

Segment Results of Operations

Our CEO evaluates and monitors segment performance primarily through segment sales and segment adjusted earnings before interest expense, income taxes and depreciation and amortization (“adjusted EBITDA”). We believe that adjusted EBITDA by segment provides useful information for analyzing the underlying business results as well as allowing investors a means to evaluate the financial results of each reportable segment in relation to the Company as a whole. These measures are not in accordance with, nor are they a substitute for or superior to, the comparable GAAP financial measures.

Adjusted EBITDA refers to net income (loss), before interest expense, income taxes, depreciation and amortization expense, stock-based compensation expense, other income (expense), and income (loss) from equity method investees, further adjusted by asset impairment and disposals, net of insurance recoveries, farming costs for nonproductive orchards (which represents land lease costs), certain noncash and nonrecurring ERP costs, transaction costs, material legal settlements, amortization of inventory adjustments recognized from business combinations, and any special, non-recurring, or one-time items such as remeasurements or impairments, and any portion of these items attributable to the noncontrolling interest, all of which are excluded from the results the CEO reviews uses to assess segment performance and results.

Net sales

Marketing & DistributionInternational FarmingBlueberriesTotalMarketing & DistributionInternational FarmingBlueberries(1)TotalMarketing & DistributionInternational FarmingTotal
Years ended October 31,
(In millions)202320222021
Third party sales$889.9$11.6$52.4$953.9$1,016.1$19.1$10.7$1,045.9$872.0$19.7$891.7
Affiliated sales78.678.695.695.684.984.9
Total segment sales$889.9$90.2$52.4$1,032.5$1,016.1$114.7$10.7$1,141.5$872.0$104.6$976.6
Intercompany eliminations(78.6)(78.6)(95.6)(95.6)(84.9)(84.9)
Total net sales$889.9$11.6$52.4$953.9$1,016.1$19.1$10.7$1,045.9$872.0$19.7$891.7

(1) The Blueberries segment was consolidated prospectively from May 1, 2022.

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Adjusted EBITDA

Years Ended October 31,
(In millions)202320222021
Marketing & Distribution adjusted EBITDA$40.1$23.5$51.4
International Farming adjusted EBITDA3.123.333.9
Blueberries adjusted EBITDA5.20.8
Total reportable segment adjusted EBITDA$48.4$47.6$85.3
Net (loss) income(3.1)(34.9)44.9
Interest expense11.65.53.7
Provision for income taxes2.23.721.1
Depreciation and amortization(1)32.824.820.4
Equity method income(4.0)(5.1)(7.5)
Stock-based compensation4.53.62.6
Executive severance1.3
Legal settlement0.8
Asset impairment and disposals, net of insurance recoveries1.30.4(0.2)
Farming costs for nonproductive orchards1.81.50.8
ERP costs(2)2.24.6
Goodwill impairment49.5
Remeasurement gain on business combination with Moruga(2.0)
Transaction costs0.30.6
Amortization of inventory adjustment recognized from business combination0.70.4
Other expense (income), net0.2(4.4)(1.3)
Noncontrolling interest(3)(3.4)(0.6)
Total adjusted EBITDA$48.4$47.6$85.3

(1) Includes depreciation and amortization of purchase accounting assets of $2.4 million, $1.4 million and $0.2 million for the years ended October 31, 2023, 2022, and 2021, respectively.

(2) Includes recognition of deferred implementation costs in the years ended October 31, 2023 and 2022. The year ended October 31, 2022 also includes non-recurring post-implementation process reengineering costs.

(3) Represents net loss attributable to noncontrolling interest plus the impact of non-GAAP adjustments, allocable to the noncontrolling owner based on their percentage of ownership interest.

Marketing and Distribution

Net sales in our Marketing and Distribution segment decreased $126.2 million or 12% in fiscal year 2023 compared to the previous year, driven by pricing and volume dynamics described above, which were driven by higher industry supply out of Mexico relative to last year.

Segment adjusted EBITDA increased $16.6 million or 71% in fiscal year 2023 compared to the previous year, due to higher gross margin from higher avocado volume sold and improved avocado per-unit margins.

Net sales in our Marketing and Distribution segment increased $144.1 million or 17% in fiscal year 2022 compared to the previous year, due to the same drivers impacting consolidated revenue.

Segment adjusted EBITDA decreased $27.9 million or 54% in fiscal year 2022 compared to the previous year, due to the impact of lower avocado volume sold, lower gross margin primarily attributed to ERP-related issues during the first quarter of 2022, and higher selling, general and administrative expense as described above.

International Farming

The vast majority of fruit sales from our International Farming segment are to the Marketing and Distribution segment, with the remainder of revenue largely derived from services provided to third parties and our Blueberries segment. Affiliated sales are concentrated in the second half of the fiscal year in alignment with the Peruvian avocado harvest season, which typically runs from April through September of each year. As a result, adjusted EBITDA for the International Farming segment is generally concentrated in the third and fourth quarters of the fiscal year in alignment with the timing of sales. The Company operates approximately 700 acres of mangos in Peru that are largely in an early stage of production. The timing of the mango harvest is concentrated in the

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fiscal second quarter and, as a result, mangos have a more pronounced impact on segment financial performance during this timeframe.

Total segment sales in our International Farming segment decreased $24.5 million or 21% in fiscal year 2023 compared to the previous year, primarily due to lower pricing on avocados sold from company-owned farms. Lower pricing conditions were driven by higher worldwide supply of avocados, driven by a stronger Mexican crop, combined with quality issues and a compressed Peruvian harvest season brought about by El Niño-related weather events.

Segment adjusted EBITDA decreased $20.2 million or 87% in fiscal year 2023 compared to the previous year, primarily due to lower gross profit resulting from lower pricing.

Total segment sales in our International Farming segment increased $10.1 million or 10% in fiscal year 2022 compared to the previous year, driven by increased avocado production of 15%, which increased affiliated sales.

Segment adjusted EBITDA decreased $10.6 million or 31% in fiscal year 2022 compared to the previous year, primarily due to inflationary cost pressures impacting ocean freight costs, packaging costs, and farming input costs, partially offset by increased avocado production at our farms, as well as losses at early-stage mango farms that were mainly driven by lower sales prices and production yields.

Blueberries

In fiscal year 2023, net sales in our Blueberries segment were $52.4 million and segment adjusted EBITDA was $5.2 million. The segment performance benefited from higher volumes associated with the consolidation of our Blueberries segment for the entirety of the fiscal year.

In the six months ended October 31, 2022, which was the period following consolidation, net sales were $10.7 million and segment adjusted EBITDA was $0.8 million.

Liquidity and Capital Resources

Operating activities

Years ended October 31,
(In millions)202320222021
Net (loss) income$(3.1)$(34.9)$44.9
Depreciation and amortization32.824.820.4
Equity method income(4.0)(5.1)(7.5)
Noncash lease expense5.95.34.3
Stock-based compensation4.53.62.6
Dividends received from equity method investees2.72.21.7
Deferred income taxes(6.4)(0.6)8.8
Goodwill impairment49.5
Remeasurement gain on business combination with Moruga(2.0)
Unrealized losses on foreign currency transactions1.4
Unrealized gains on derivative financial instruments(0.1)(4.7)(0.8)
Other1.70.90.3
Change in working capital(6.2)(3.8)(27.7)
Net cash provided by operating activities$29.2$35.2$47.0

Net cash provided by operating activities decreased $6.0 million for 2023 compared to the previous year. The change was driven by weaker operating performance within our International Farming segment and working capital growth. Within working capital, unfavorable changes in accounts receivable and accounts payable and accrued expenses were largely offset by favorable changes in inventory and other receivables. Trade accounts receivable were impacted by higher avocado sales prices as well as higher blueberry volumes and pricing, the former of which includes balances outstanding at our new U.K. entity which commenced operations this fiscal year. At our International Farming segment, the earlier completion of the avocado season compared to prior year correlated with unfavorable changes in accounts payable and accrued expenses and conversely, favorable changes in on-hand inventory of company owned fruit and reductions in other assets from accelerated VAT refunds.

Net cash provided by operating activities decreased $11.8 million for fiscal year 2022 compared to the previous year, reflecting our net loss in the current year compared to net income in the prior year, partially offset by improvements in working

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capital. Working capital was primarily impacted by favorable movement in accounts receivable, partially offset by unfavorable movement in inventory. Accounts receivable as of October 31, 2022 was lower compared to prior year, as a result of per-unit sales prices trending lower during the fourth quarter. Changes in inventory were primarily driven by the consolidation of Moruga and its respective inventory.

Investing activities

Years ended October 31,
(In millions)202320222021
Purchases of property, plant and equipment$(49.8)$(61.2)$(73.4)
Proceeds from sale of property, plant and equipment0.23.02.4
Insurance proceeds for the replacement of property, plant and equipment1.1
Cash acquired in consolidation of Moruga4.3
Investment in equity method investees(2.1)(0.4)(0.2)
Purchase of other investment(2.3)
Loans to equity method investees(2.0)
Loan repayments from equity method investees3.01.5
Other(0.1)(0.1)0.3
Net cash used in investing activities$(54.1)$(51.4)$(70.3)

Property, plant and equipment

In fiscal year 2023, capital expenditures were concentrated in pre-production avocado orchard maintenance in Guatemala and Peru and construction costs on our new UK distribution facility. Capital expenditures in the Blueberries operation were $12.9 million, primarily related to irrigation installation and early-stage plant cultivation.

In fiscal year 2022, capital expenditures were concentrated in the purchase of farmland in Peru as well as land improvements and orchard development of avocados in Guatemala and both avocados and blueberries in Peru. Capital expenditures in the Blueberries operation were $6.9 million, primarily related to early-stage plant cultivation.

Proceeds from the sale of property, plant and equipment were primarily from land that had been originally intended for use as our corporate headquarters.

Equity method investees

In all fiscal years presented, we made contributions to Copaltas and Mr. Avocado. Funds were used by Copaltas for the purchase of additional farmland in Colombia. Funds were used by Mr. Avocado to support working capital needs and an investment in a new distribution facility in southern China.

Loan repayments made in fiscal years 2022 and 2021 were from Copaltas and Moruga, respectively.

Other investment

In fiscal year 2023, we acquired a 5.1% equity interest in shares of common stock of a private entity that is developing avocado orchards in South Africa.

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Financing activities

Years ended October 31,
(In millions)202320222021
Borrowings on revolving credit facility$145.0$80.0$
Payments on revolving credit facility(130.0)(40.0)
Proceeds from short-term borrowings2.82.5
Repayment of short-term borrowings(2.5)
Principal payments on long-term debt obligations(3.5)(63.3)(10.5)
Principal payments on finance lease obligations(2.6)(1.2)(1.2)
Proceeds from loan from noncontrolling interest holder2.0
Payments for long-term supplier financing(0.1)
Purchase and retirement of common stock(0.6)
Taxes paid related to shares withheld from the settlement of equity awards(0.5)
Exercise of stock options0.10.10.2
Repayment of stock option notes receivable0.1
Payment of debt issuance, restructuring or extinguishment fees(0.8)(0.1)
Equity contributions from noncontrolling interest holders4.20.9
Net cash provided by (used in) financing activities$14.3$(21.8)$(11.5)

Borrowings and repayments of debt

We utilize a revolving line of credit for short-term working capital purposes. Principal payments on our term loans and other notes payable are made in accordance with debt maturity schedules. The financing cash flow for fiscal 2022 reflects the modification of principal amounts on our term-loans and increased borrowing capacity on our revolver.

Blueberries

Financing at our Blueberries segment consists of shareholder contributions and loans, as well as short-term bank borrowings. In fiscal 2023, shareholder contributions were made to fund capital expenditures as described above in the Investing Activities section. Principal payments on finance lease obligations related to a long-term land lease in our Blueberries segment, which for accounting purposes has been classified as a finance lease.

Purchase and retirement of common stock

Shares of the company’s common stock may be repurchased from time to time in the open market or privately negotiated transactions under our share repurchase program. Refer to Note 13 to the consolidated financial statements for more information.

Capital resources

October 31,
(In millions)20232022
Cash and cash equivalents$42.9$52.8
Working capital(1)122.6126.4

(1)Includes cash and cash equivalents

Capital resources include cash flows from operations, cash and cash equivalents, and debt financing. Our Blueberries segment may also receive capital contributions or loans from noncontrolling shareholders.

Our syndicated credit facility with Bank of America has a total borrowing capacity of $250 million. The credit facility is comprised of two senior term loans totaling $100 million and a revolving credit agreement of $150 million. The loans are secured by assets of the Company, including certain real property, personal property and capital stock of the Company’s subsidiaries. Borrowings under the credit facility bear interest at a spread over SOFR ranging from 1.5% to 2.5% depending on the Company’s consolidated total net leverage ratio. We pay fees on unused commitments on the credit facility.

As of October 31, 2023, we were required to comply with the following financial covenants: (a) a quarterly consolidated leverage ratio of not more than 3.5 to 1.00 and (b) a quarterly consolidated fixed charge coverage ratio of not less than 1.25 to 1.00.

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As of October 31, 2023, our consolidated leverage ratio was 2.64 to 1.00 and our consolidated fixed charge coverage ratio was 1.58 to 1.00 and we were in compliance with all such covenants of the credit facility.

Material cash requirements

Capital expenditures

We have various capital projects in progress for farming expansion and facility improvements which we intend to fund through our operating cash flow as well as cash and cash equivalents on hand. For fiscal 2024, we expect capital expenditures to be between $30 to $35 million.

Moruga Blueberry Project

In fiscal year 2023, Moruga commenced its previously announced project to farm approximately 1,500 additional acres of blueberries in the Olmos region of Peru. The project is funded by cash flow generated by Moruga and supplemented by pro-rata shareholder contributions based on each shareholders’ respective ownership interest. As of October 31, 2023, the estimated remaining capital expenditures related to the project were approximately $40 million, to be spent in phases through fiscal 2028, depending on timing and other factors.

Leases

We are party to various leases, the most material of which are for facilities and land. Our undiscounted cash liabilities were approximately $176.1 million as of October 31, 2023, of which, approximately $56.0 million was for a long-term land lease in our Blueberries segment.

Long-term debt

As of October 31, 2023, remaining maturities on our term loans and notes were $152.0 million. See Note 9 to the consolidated financial statements for more information.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Additionally, we frequently engage third party valuation experts to assist us with estimates described below. Actual results could differ from those estimates.

Business combinations. We account for business combinations under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, which requires an allocation of the consideration paid, if any, to the identifiable assets, intangible assets and liabilities based on the estimated fair values as of the acquisition date. Goodwill represents the excess of the sum of the fair value of our previously held equity interest and the fair value of the noncontrolling interest, over the net of the acquisition-date values of the identifiable assets and liabilities assumed. Management estimates the fair value of assets and liabilities with the assistance of a third-party specialist, using a combination of the market and income valuation methods. These valuation methods use inputs that are estimated by management, such as revenue forecasts, projected capital spend and estimates for cost of sales. The Company may adjust the amounts recognized for a business combination within the allowable one-year measurement period after the acquisition date. Any such adjustments would generally be recorded as increases or decreases to the goodwill recognized in the transaction.

Goodwill. Our goodwill represents the excess of the purchase price of business combinations over the fair value of the net assets acquired. Goodwill impairment testing requires significant judgment and management estimates, including, but not limited to, the determination of (i) the number of reporting units, (ii) the goodwill and other assets and liabilities to be allocated to the reporting units and (iii) the fair values of the reporting units. The estimates and assumptions described above, along with other factors such as discount rates, will significantly affect the outcome of the impairment tests and the amounts of any resulting impairment losses. We may use either a qualitative or quantitative approach when testing a reporting unit’s goodwill for impairment on an annual basis during the fourth quarter of each year, and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If we use a qualitative approach and determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we would then perform the first step of the goodwill impairment test, which would consist primarily of a discounted cash flow (“DCF”) analysis and guideline publicly-traded companies (“GPC”) analysis to determine the fair value of the reporting unit.

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During the fourth quarter of fiscal 2022, we performed our annual goodwill impairment test on our Peruvian farming reporting unit within the International Farming segment and determined that the qualitative factors indicated that it was more-likely-than-not that the fair value of the reporting unit was less than its carrying value. As a result, with the assistance of a third-party specialist, we performed a quantitative assessment of the fair value of the reporting unit using the DCF and GPC methods described in Notes 3 and 4 to the consolidated financial statements, resulting in an impairment charge of $49.5 million. The significant assumptions used in determining the fair values of the reporting unit have been described in Note 4. To the extent that BEV to EBITDA multiples in the future decrease, the discount rate used in determining the present value of our cash flows increases, or if the Company does not meet its cash flow projections for the reporting unit, additional impairment charges may be recorded in the future.

Investments. We maintain investments in other fruit growers, packers and distributors. These investments are accounted for under the equity method of accounting when we have the ability to exercise significant influence, but not control, over the investee. Significant influence generally exists when we have an ownership interest representing between 20% and 50% of the voting stock of the investee. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions. We review our investments for other-than temporary-impairment (“OTTI”) on a quarterly basis, or earlier if indicators of impairment arise. If an impairment of an equity method investment is determined to be other than temporary, we would record OTTI sufficient to reduce the investment’s carrying value to its fair value, which results in a new cost basis in the investment. The primary factors we consider in our determination of whether declines in fair value are other-than-temporary are the length of time that the fair value of the investment is below our carrying value; the severity of the decline; and the financial condition, operating performance and near-term prospects of the investee. In addition, we consider the reason for the decline in fair value, be it general market conditions, industry specific or investee specific; and our intent and ability to hold the investment for a period of time sufficient to allow for a recovery in fair value. As our assessment of the fair value of our investments and any resulting impairment losses and the timing of when to recognize such charges requires judgment and includes estimates and assumptions, actual results could differ materially from our estimates and assumptions.

Income taxes. As a multinational corporation, we are subject to taxation in many jurisdictions, and the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. If we ultimately determine that the payment of these liabilities will be unnecessary, the liability will be reversed, and we will recognize a tax benefit during the period in which it is determined the liability no longer applies. Conversely, we record additional tax charges in a period in which it is determined that a recorded tax liability is less than the ultimate assessment is expected to be.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within provision for income taxes.

The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S. or foreign taxes may be materially different from management’s estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities.

Recently Issued Accounting Standards

Refer to Note 2 to the consolidated financial statements included herein for information on recently issued accounting standards.

Off-Balance Sheet Arrangements

During the periods presented we did not have, nor do we currently have, any off-balance sheet arrangements as defined under SEC rules, except as follows:

The Company may issue standby letters of credit through banking institutions. As of October 31, 2023, total letters of credit outstanding were $0.7 million.

FY 2022 10-K MD&A

SEC filing source: 0001802974-22-000050.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-12-22. Report date: 2022-10-31.

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 our financial statements and related notes included elsewhere in this annual report. This discussion and analysis contains forward-looking statements based upon our current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors. Please refer to the section of this report under the heading “Forward Looking Statements.”

Overview

We are a world leader in sourcing, producing and distributing fresh avocados, serving retail, wholesale and foodservice customers. We source, produce, pack and distribute avocados and a small amount of other fruits to our customers and provide value-added services including ripening, bagging, custom packaging and logistical management. In addition, we provide our customers with merchandising and promotional support, insights on market trends and training designed to increase their retail avocado sales.

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Consolidation of VIE

On May 1, 2022, a reconsideration event occurred related to Moruga S.A.C., a holding company with one wholly owned subsidiary Blueberries Peru, S.A.C. (collectively referred to as “Moruga”), an entity for which we have a 60% equity ownership interest. Moruga was previously accounted for under the equity method of accounting, where investments are stated at initial cost and adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions. As a result of the reconsideration event, we concluded that Moruga is a variable interest entity (“VIE”), and that the Company is the primary beneficiary with a controlling financial interest. Based on this conclusion, Moruga was prospectively consolidated on May 1, 2022. For more details on Moruga, refer to Note 3 to the financial statements in this annual report.

Reportable segments

We have three operating segments which are also reportable segments. Our reportable segments are presented based on how information is used by our CEO, who is the chief operating decision maker, to measure performance and allocate resources. After the consolidation of Moruga on May 1, 2022, the information used by the CEO was expanded to include the results of Moruga, and as such, we determined our reportable segments to be:

•Marketing and Distribution. Our Marketing and Distribution reportable segment sources fruit from growers and then distributes the fruit through our global distribution network.

•International Farming. International Farming owns and operates orchards from which substantially all fruit produced is sold to our Marketing and Distribution segment. Its farming activities range from cultivating early-stage plantings to harvesting from mature trees, and it also earns service revenues for packing and processing for our Blueberries segment, as well as for third-party producers of other crops during the avocado off-harvest season. Operations are principally located in Peru, with smaller operations emerging in other areas of Latin America.

•Blueberries. The new Blueberries segment represents the results of Moruga, subsequent to its consolidation on May 1, 2022. Moruga’s farming activities include cultivating early-stage blueberry plantings and harvesting mature bushes. Substantially all of blueberries produced are sold to a single distributor under an exclusive marketing agreement.

Recent developments

Marketing and Distribution

On November 1, 2021, we implemented a new enterprise resource planning (“ERP”) system to improve operational visibility and financial reporting capabilities. During implementation, we encountered significant challenges which limited our ability to effectively manage our business operations, thereby impacting our profitability and financial results for the first quarter of 2022. Our distribution centers and packing houses experienced problems with purchasing, receiving and shipping, which resulted in a high reliance on both third-party fruit and packaged fruit that we would have otherwise sourced directly in the field and packed in our facilities. Other issues included delays in automated customer invoicing and inventory management issues. During the second quarter of 2022, these operational issues we experienced during the first quarter were largely resolved.

International Farming

As vertical integration is a key part of our sourcing strategy, we have continued to make investments in orchard development and land improvements in Peru, Guatemala and Colombia. After planting, our avocado trees begin to produce avocados in approximately three years and reach full production in approximately five to seven years, depending on location. As of October 31, 2022, we had approximately 12,000 acres planted across these locations.

During the fourth quarter of fiscal 2022, we recorded a $49.5 million noncash impairment loss in the consolidated statements of (loss) income to reduce the carrying amount of goodwill associated to our Peruvian farming reporting unit within the International Farming reportable segment. Refer to Note 4 to the consolidated financial statements in this annual report for more information.

Blueberries

As noted above, we consolidated Moruga on May 1, 2022, and in connection, announced plans for a new capital project to plant approximately 1,500 additional acres of blueberry farms in Peru. We are currently in the planning phase of this project and expect planting to commence during fiscal 2023. Our operations in Moruga enable us to utilize our existing infrastructure and workforce in Peru during the complementary periods between avocado harvest and processing seasons.

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Results of Operations

The operating results of our businesses are significantly impacted by the price and volume of avocados we farm, source and distribute. In addition, our results have been, and will continue to be, affected by quarterly and annual fluctuations due to a number of factors, including but not limited to pests and disease, weather patterns, changes in demand by consumers, food safety advisories, the timing of the receipt, reduction, or cancellation of significant customer orders, the gain or loss of significant customers, the availability, quality and price of raw materials, the utilization of capacity at our various locations and general economic conditions.

Our financial reporting currency is the U.S. dollar. The functional currency of substantially all of our subsidiaries is the U.S. dollar and substantially all of our sales are denominated in U.S. dollars. A significant portion of our purchases of avocados are denominated in the Mexican Peso and a significant portion of our growing and harvesting costs are denominated in Peruvian Soles. Fluctuations in the exchange rates between the U.S. dollar and these local currencies usually do not have a significant impact on our gross margin because the impact affects our pricing by comparable amounts. Our margin exposure to exchange rate fluctuations is short-term in nature, as our sales price commitments are generally limited to less than one month and orders can primarily be serviced with procured inventory. Over longer periods of time, we believe that the impact exchange rate fluctuations will have on our cost of goods sold will largely be passed on to our customers in the form of higher or lower prices.

Years ended October 31,
202220212020
(In millions, except percentages)Dollar%Dollar%Dollar%
Net sales$1,045.9100.0%$891.7100.0%$862.3100.0%
Cost of sales956.191.4%767.286.0%737.785.6%
Gross profit89.88.6%124.514.0%124.614.4%
Selling, general and administrative expenses77.57.4%63.67.1%56.26.5%
Goodwill impairment49.54.7%%%
Operating (loss) income(37.2)(3.6)%60.96.8%68.47.9%
Interest expense(5.5)(0.5)%(3.7)(0.4)%(6.7)(0.8)%
Equity method income5.10.5%7.50.8%4.00.5%
Remeasurement gain on acquisition of equity method investee2.00.2%%%
Impairment on equity method investment%%(21.2)(2.5)%
Other income (expense), net4.40.4%1.30.1%(0.7)(0.1)%
(Loss) income before income taxes(31.2)(3.0)%66.07.4%43.85.1%
Provision for income taxes3.70.4%21.12.4%15.01.7%
Net (loss) income(34.9)(3.3)%44.95.0%28.83.3%
Net loss attributable to noncontrolling interest0.3%%%
Net (loss) income attributable to Mission Produce$(34.6)(3.3)%$44.95.0%$28.83.3%

Net sales

Our net sales are generated predominantly from the shipment of fresh avocados to retail, wholesale and foodservice customers worldwide. Our net sales are affected by numerous factors, including the balance between the supply of and demand for our produce and competition from other fresh produce companies. Our net sales are also dependent on our ability to supply a consistent volume and quality of fresh produce to the markets we serve.

Years ended October 31,
(In millions)202220212020
Net sales:
Marketing and Distribution$1,016.1$872.0$846.9
International Farming19.119.715.4
Blueberries10.8
Total net sales$1,045.9$891.7$862.3

Net sales increased $154.2 million or 17% in fiscal year 2022 compared to the previous year, primarily due to a 28% increase in average per-unit avocado sales prices, partially offset by decreases in avocado volume sold of 11%. Price increases were due to lower industry supply out of Mexico for much of the fiscal year, as well as inflationary pressures. Lower avocado volume sold was primarily driven by lower Mexican supply. Domestic volumes declined at a lower rate relative to export markets, demonstrating the resiliency of demand for avocados amid higher price points in the U.S. market.

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Net sales increased $29.4 million or 3% in fiscal year 2021 compared to fiscal year 2020, primarily due to a 5% increase in avocado volume sold, partially offset by a 2% decrease in average per-unit avocado sales prices, both of which were driven by increased supply from Mexico and Peru. Higher volumes and lower pricing were concentrated in the first half of 2021 when Mexico was the country of origin for the majority of the fruit sold.

Gross profit

Cost of sales is composed primarily of avocado procurement costs from independent growers and packers, logistics costs, packaging costs, labor, costs associated with cultivation (the cost of growing crops), harvesting and depreciation. Avocado procurement costs from third-party suppliers can vary significantly between and within fiscal years and correlate closely with market prices for avocados. While we have long-standing relationships with our growers and packers, we predominantly purchase fruit on a daily basis at market rates. As such, the cost to procure products from independent growers can have a significant impact on our costs.

Logistics costs include land and sea transportation and expenses related to port facilities and distribution centers. Land transportation costs consist primarily of third-party trucking services to support North American distribution, while sea transportation cost consists primarily of third-party shipping of refrigerated containers from supply markets in South and Central America to demand markets in North America, Europe and Asia. Variations in containerboard prices, which affect the cost of boxes and other packaging materials, and fuel prices can have an impact on our product cost and our profit margins. Variations in the production yields, and other input costs also affect our cost of sales.

In general, changes in our volume of products sold can have a disproportionate effect on our gross profit. Within any particular year, a significant portion of our cost of products are fixed. Accordingly, higher volumes produced on company-owned farms directly reduce the average cost per pound of fruit grown on company owned orchards, while lower volumes directly increase the average cost per pound of fruit grown on company owned orchards. Likewise, higher volumes processed through packing and distribution facilities directly reduce the average overhead cost per unit of fruit handled, while lower volumes directly increase the average overhead cost per unit of fruit handled.

Gross profit percentage will fluctuate based upon per-unit sales price levels in relation to per-unit costs. Margin is primarily managed on a per-unit basis in our Marketing & Distribution segment, which can lead to movement in gross profit percentage when sales prices fluctuate.

Years ended October 31,
202220212020
Gross profit (in millions)$89.8$124.5$124.6
Gross profit as a percentage of net sales8.6%14.0%14.4%

Gross profit decreased $34.7 million in fiscal year 2022 compared to fiscal year 2021 to $89.8 million, and gross profit percentage decreased by 536 basis points to 8.6% of revenue. Within our Marketing and Distribution segment, the decreases were primarily driven by the impact of lower avocado volume sold, as well as temporary and unforeseen operational challenges created by the ERP implementation, which limited our ability to effectively manage our supply chain during the first quarter of 2022. Within our International Farming segment, we experienced gross profit decreases primarily due to inflationary cost pressures impacting ocean freight costs, packaging costs, and farming input costs, partially offset by increased avocado production at our farms.

Gross profit was nearly flat in fiscal year 2021 compared to fiscal year 2020 at $124.5 million, and gross profit percentage decreased by 40 basis points to 14.0% of revenue. The declines were due to lower per-unit margins related to sourcing of Californian and Mexican fruit, which were exacerbated by lower industry volumes from the California market as well as smaller fruit sizes from the Mexican market. Additionally, gross margin was impacted by incremental infrastructure costs related to our new Laredo facility within the Marketing & Distribution segment, which was still in the process of ramping up utilization. Gross margin was also negatively impacted by widespread port delays in the fourth quarter of 2021, which created quality issues related to the extended age of inventory on late-season fruit which impacted sales returns. These impacts were substantially offset by higher volume of avocados sold from Company-owned farms within our International Farming segment compared to 2020, which had lower per-unit cost than fruit purchased from third-party growers.

Selling, general and administrative expenses

Selling, general and administrative expenses primarily include the costs associated with selling, professional fees, general corporate overhead and other related administrative functions

Years ended October 31,
(In millions)202220212020
Selling, general and administrative expenses$77.5$63.6$56.2

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Selling, general and administrative expenses increased $13.9 million or 22% in fiscal year 2022 compared to fiscal year 2021 due to ERP costs in our Marketing and Distribution segment, higher employee-related costs, higher professional fees, and higher travel costs. ERP costs consisted of noncapitalizable implementation costs and nonrecurring process re-engineering costs. Employee-related costs were impacted by labor inflation and higher stock-based compensation expense. Higher professional fees were in-part due to our change in SEC filer status from an emerging growth company to a large accelerated filer on October 31, 2021. Travel costs increased as COVID-related travel restrictions eased relative to prior year. The consolidation of Moruga increased selling, general and administrative expenses by $1.7 million, which included amortization of an intangible asset recognized at acquisition.

Selling, general and administrative expenses increased $7.4 million or 13% in fiscal year 2021 compared to fiscal year 2020 due primarily to higher professional fees and higher liability insurance premiums associated with being a public company and the change in SEC filer status referenced above. Other factors included an increase in rent expense in conjunction with our move to our new corporate headquarters in February 2021, and a legal settlement contingency of $0.8 million, partially offset by a $0.9 million gain from an insurance settlement, net of asset impairment and disposals.

Goodwill impairment

A noncash impairment loss of $49.5 million was recognized in the consolidated statements of income during the fourth quarter of fiscal 2022. No goodwill impairment was recognized in fiscal years 2021 or 2020. For more information, refer to Note 4 to the consolidated financial statements.

Interest expense

Interest expense consists primarily of interest on borrowings under working capital facilities that we maintain and interest on other long-term debt used to make capital and equity investments.

Years ended October 31,
(In millions)202220212020
Interest expense$5.5$3.7$6.7

Interest expense increased $1.8 million or 49% in fiscal year 2022 compared to fiscal year 2021 primarily due to higher interest rates, as the majority of our outstanding debt is subject to variable rates.

Interest expense decreased $3.0 million or 45% in fiscal year 2021 compared to fiscal year 2020 due to a combination of lower interest rates and lower average principal balances. A substantial portion of our debt had variable interest rates that were based on LIBOR, which declined significantly from 2020 to 2021.

Equity method income

Our material equity method investees include Henry Avocado (“HAC”), Mr. Avocado, Copaltas, and up until May 1, 2022, Moruga. On May 1, 2022, Moruga became a variable interest entity and prospectively consolidated into our financial statements.

Years ended October 31,
(In millions)202220212020
Equity method income$5.1$7.5$4.0
Remeasurement gain on acquisition of equity method investee2.0
Impairment on equity method investment(21.2)

Equity method income decreased $2.4 million or 32% in fiscal year 2022 compared to fiscal year 2021, primarily due to the effect of consolidation of Moruga, partially offset by stronger operating performance from HAC.

Equity method income increased $3.5 million or 88% in fiscal year 2021 compared to fiscal year 2020, driven by higher earnings from investments in Moruga and HAC. Moruga’s earnings increased due to higher blueberry volume attributed to improved yields and better pricing returns. HAC’s earnings increased due to higher per-unit margins. The impact of COVID-19 related stay at-home orders that went into effect in March 2020 were more profound to HAC due to their heavier concentration of foodservice customers.

Other income (expense), net

Other income (expense), net consists of interest income, currency exchange gains or losses, interest rate derivative gains or losses and other miscellaneous income and expense items.

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Years ended October 31,
(In millions)202220212020
Other income (expense), net$4.4$1.3$(0.7)

Other income increased $3.1 million or 238% in fiscal year 2022 compared to the previous year, primarily due to gains on our interest rate swaps driven by market movements in short-term interest rates. The interest rate swaps are intended to hedge against variable interest rate exposure associated with our term debt facility.

Other income in fiscal year 2021 was $1.3 million, compared to other expense of $0.7 million in fiscal year 2020. The $2.0 million change was primarily due to losses on interest rate swaps in 2020, driven by market movements in short-term interest rates, partially offset by the effect of foreign currency loss in 2021 compared to gains in 2020. The significant weakening of the Mexican peso relative to the U.S. dollar and the substantial reduction in LIBOR in fiscal 2020 were correlated with the COVID-19 pandemic.

Provision for income taxes

The provision for income taxes consists of the consolidation of tax provisions, computed on a separate entity basis, in each country in which we have operations. We recognize the effects of tax legislation in the period in which the law is enacted. Our deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years we estimate the related temporary differences to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain.

We recognize a tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within provision for income taxes.

Years ended October 31,
202220212020
Provision for income taxes (in millions)$3.7$21.1$15.0
Effective tax rate(1)(12.0)%32.0%34.2%

(1)May not sum due to rounding.

The provision for income taxes decreased $17.4 million or 82% in fiscal year 2022 compared to fiscal year 2021. In 2022, our provision for income taxes was impacted by the $49.5 million non-deductible goodwill impairment charge, which generated a pre-tax loss. In 2021, the provision for income taxes included a $5.4 million charge from the remeasurement of our deferred tax balances in Peru due to the enactment of tax law repealing tax benefits to agribusiness entities. The new law was enacted on December 30, 2020, and will subject us to higher Peruvian corporate income tax rates than our current rate of 15% as follows: 20% for calendar years 2023 to 2024, 25% for calendar years 2025 to 2027, and 29.5% thereafter.

The provision for income taxes increased $6.1 million or 41% in fiscal year 2021 compared to fiscal year 2020, primarily due to remeasurement of our deferred tax balances in Peru due to the enactment of tax rate changes as described above. The deferred tax balances were remeasured based on the applicable tax rate in the year the deferred balances are expected to reverse, resulting in a net deferred tax liability increase of $5.4 million, which also increased income tax expense by the same amount. The effective tax rate decreased by 2.2% in fiscal year 2021 over fiscal year 2020. The decrease was primarily due to the nondeductible impairment of Moruga in fiscal year 2020, partially offset by increases in the Peruvian tax rates.

Segment Results of Operations

Our CEO evaluates and monitors segment performance primarily through segment sales and segment adjusted earnings before interest expense, income taxes and depreciation and amortization (“adjusted EBITDA”). We believe that adjusted EBITDA by segment provides useful information for analyzing the underlying business results as well as allowing investors a means to evaluate the financial results of each reportable segment in relation to the Company as a whole. These measures are not in accordance with, nor are they a substitute for or superior to, the comparable GAAP financial measures.

Adjusted EBITDA refers to net income (loss), before interest expense, income taxes, depreciation and amortization expense, stock-based compensation expense, other income (expense), and income (loss) from equity method investees, further adjusted by asset impairment and disposals, net of insurance recoveries, farming costs for nonproductive orchards (which represents land lease costs), certain noncash and nonrecurring ERP costs, transaction costs, material legal settlements, amortization of inventory adjustments recognized from business combinations, and any special, non-recurring, or one-time items such as remeasurements or impairments, and

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any portion of these items attributable to the noncontrolling interest, all of which are excluded from the results the CEO reviews uses to assess segment performance and results.

Net sales

Marketing and DistributionInternational FarmingBlueberriesTotalMarketing and DistributionInternational FarmingTotalMarketing and DistributionInternational FarmingTotal
Years ended October 31,
(In millions)202220212020
Third party sales$1,016.1$19.1$10.8$1,045.9$872.0$19.7$891.7$846.9$15.4$862.3
Affiliated sales95.695.684.984.966.466.4
Total segment sales$1,016.1$114.7$10.8$1,141.5$872.0$104.6$976.6$846.9$81.8$928.7
Intercompany eliminations(95.6)(95.6)(84.9)(84.9)(66.4)(66.4)
Total net sales$1,016.1$19.1$10.8$1,045.9$872.0$19.7$891.7$846.9$15.4$862.3

Adjusted EBITDA

Years ended October 31,
(In millions)202220212020
Marketing & Distribution adjusted EBITDA$23.5$51.4$68.2
International Farming adjusted EBITDA23.333.923.3
Blueberries adjusted EBITDA0.8
Total reportable segment adjusted EBITDA$47.6$85.3$91.5
Net (loss) income(34.9)44.928.8
Interest expense5.53.76.7
Provision for income taxes3.721.115.0
Depreciation and amortization(1)24.820.418.1
Equity method income(5.1)(7.5)(4.0)
Stock-based compensation3.62.65.0
Other (income) expense, net(4.4)(1.3)0.7
Legal settlement0.8
Asset impairment and disposals, net of insurance recoveries0.4(0.2)
Farming costs for nonproductive orchards1.50.8
ERP costs(2)4.6
Amortization of inventory adjustment recognized from business combination0.4
Goodwill impairment49.5
Remeasurement gain on business combination with Moruga(2.0)
Impairment on equity method investment21.2
Transaction costs0.6
Noncontrolling interest(3)(0.6)
Total adjusted EBITDA$47.6$85.3$91.5

(1)Includes $1.4 million of depreciation and amortization on purchase accounting assets including property, plant and equipment step-up and an intangible asset for the year ended October 31, 2022.

(2)Includes recognition of deferred implementation costs and non-recurring post-implementation process reengineering costs.

(3)Represents net loss attributable to noncontrolling interest plus the impact of non-GAAP adjustments, allocable to the noncontrolling owner based on their percentage of ownership interest.

Marketing and Distribution

Net sales in our Marketing and Distribution segment increased $144.1 million or 17% in fiscal year 2022 compared to fiscal year 2021, due to the same drivers impacting consolidated revenue.

Segment adjusted EBITDA decreased $27.9 million or 54% in fiscal year 2022 compared to fiscal year 2021 due to the impact of lower avocado volume sold, lower gross margin primarily attributed to ERP-related issues during the first quarter of 2022, and higher selling, general and administrative expense as described above.

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Net sales in our Marketing and Distribution segment increased $25.1 million or 3% in fiscal year 2021 compared to fiscal year 2020, due to the same drivers impacting consolidated revenue.

Segment adjusted EBITDA decreased $16.8 million or 25% in fiscal year 2021 compared to fiscal year 2020 due to lower gross margins and higher selling, general and administrative expenses. Gross margin was impacted by tighter per-unit margins related to the sourcing of Californian and Mexican fruit, which were exacerbated by smaller industry volumes within the California market as well as smaller fruit sizes within the Mexican market. Additionally, gross margin was pressured by incremental infrastructure costs related to our new Laredo facility, which was still in the process of ramping up utilization. Selling, general and administrative expenses increased due to the same factors as described above.

International Farming

Substantially all sales of fruit from our International Farming segment are to the Marketing and Distribution segment, with the remainder of revenue largely derived from services provided to third parties and our Blueberries segment. Affiliated sales are concentrated in the second half of the fiscal year in alignment with the Peruvian avocado harvest season, which typically runs from April through August of each year. As a result, adjusted EBITDA for the International Farming segment is generally concentrated in the third and fourth quarters of the fiscal year in alignment with the timing of sales. The Company operates approximately 700 acres of mangos in Peru that are largely in an early stage of production. The timing of the mango harvest is concentrated in the fiscal second quarter and, as a result, mangos have a more pronounced impact on segment financial performance during this timeframe.

Total segment sales in our International Farming segment increased $10.1 million or 10% in fiscal year 2022 compared to fiscal year 2021, driven by increased avocado production of 15%, which increased affiliated sales.

Segment adjusted EBITDA decreased $10.6 million or 31% in fiscal year 2022 compared to fiscal year 2021, primarily due to inflationary cost pressures impacting ocean freight costs, packaging costs, and farming input costs, partially offset by increased avocado production at our farms, as well as losses at early-stage mango farms that were mainly driven by lower sales prices and production yields.

Total segment sales in our International Farming segment increased $22.8 million or 28% in fiscal year 2021 compared to fiscal year 2020, due to a 33% increase in fruit volumes resulting from improved harvest yields at our maturing orchards, partially offset by a 3% decrease in average sales prices. Net sales increased $4.3 million or 28% in fiscal year 2021 compared to fiscal year 2020, primarily due to higher packing and processing service revenue for third-party growers.

Segment adjusted EBITDA increased $10.6 million or 45% in fiscal year 2021 compared to fiscal year 2020, primarily due to the revenue drivers noted above.

Blueberries

In the six months ended October 31, 2022, net sales in our Blueberries segment were $10.8 million and segment adjusted EBITDA was $0.8 million.

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Liquidity and Capital Resources

Operating activities

Years ended October 31,
(In millions)202220212020
Net (loss) income$(34.9)$44.9$28.8
Depreciation and amortization24.820.418.1
Equity method income(5.1)(7.5)(4.0)
Noncash lease expense5.34.3
Stock-based compensation3.62.65.0
Dividends received from equity method investees2.21.71.7
Deferred income taxes(0.6)8.8(1.0)
Goodwill impairment49.5
Remeasurement gain on acquisition of equity method investee(2.0)
Impairment on equity method investment21.2
Unrealized (gains) losses on derivative financial instruments(4.7)(0.8)2.8
Other0.90.3(1.6)
Change in working capital(3.8)(27.7)7.9
Net cash provided by operating activities$35.2$47.0$78.9

Net cash provided by operating activities decreased $11.8 million for fiscal year 2022 compared to fiscal year 2021, reflecting our net loss in the current year compared to net income in the prior year, partially offset by improvements in working capital. Working capital was primarily impacted by favorable movement in accounts receivable, partially offset by unfavorable movement in inventory. Accounts receivable as of October 31, 2022 was lower compared to prior year, as a result of per-unit sales prices trending lower during the fourth quarter. Changes in inventory were primarily driven by the consolidation of Moruga and its respective inventory.

Net cash provided by operating activities decreased $31.9 million for fiscal year 2021 compared to fiscal year 2020, reflecting unfavorable net change in working capital. Within working capital, unfavorable changes in accounts receivable and inventory, were partially offset by favorable changes in grower payables. Accounts receivable increases were due to rising per-unit sales prices during the year. Changes in inventory were driven by a combination of higher farm related inventory in Peru, as well as higher per-unit cost of Mexican fruit on-hand compared to 2020. The increases in farm related inventory were due primarily to growth in productive acreage and higher on-hand quantities of fruit at the end of 2021 due to the extension of the harvest season combined with port delays. Favorable changes in grower payables were correlated with the pricing increases experienced with Mexican inventory.

Investing activities

Years ended October 31,
(In millions)202220212020
Purchases of property and equipment$(61.2)$(73.4)$(67.3)
Proceeds from sale of property, plant and equipment3.02.43.0
Insurance proceeds for the replacement of property, plant and equipment1.1
Cash acquired in consolidation of Moruga4.3
Investment in equity method investees(0.4)(0.2)(3.4)
Loans to equity method investees(2.0)
Loan repayments from equity method investees3.01.5
Other(0.1)0.3
Net cash used in investing activities$(51.4)$(70.3)$(67.7)

Property, plant and equipment

In fiscal year 2022, capital expenditures were concentrated in the purchase of farmland in Peru as well as land improvements and orchard development of avocados in Guatemala and both avocados and blueberries in Peru. Proceeds from the sale of property, plant and equipment were primarily from land that had been originally intended for use as our corporate headquarters.

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In fiscal year 2021, capital expenditures were primarily for the construction of the Laredo facility, which was completed in mid-fiscal 2021, and land improvements and orchard development in Peru and Guatemala. Proceeds from the sale of property, plant and equipment were primarily from the sale of multi-unit housing properties in California that had been used for housing seasonal avocado labor contractors. We also received insurance proceeds for property, plant and equipment damage sustained in our Dallas facility from a cold weather storm, which were subsequently invested in the rebuilding of the equipment.

Equity method investees

Capital contributions were made to our joint venture, Copaltas, in both fiscal years 2022 and 2021 to support the purchase of additional farmland in Colombia. We also made a capital contribution to Mr. Avocado in fiscal year 2022 to support the addition of a new distribution facility in southern China.

In fiscal year 2021, we issued $2.0 million in loans to Copaltas to support the working capital needs of the entity, which was repaid in fiscal year 2022. In addition, loan repayments from Moruga were $1.5 million during fiscal year 2021.

Financing activities

Years ended October 31,
(In millions)202220212020
Borrowings on revolving credit facility$80.0$$14.0
Payments on revolving credit facility(40.0)(14.0)
Short-term borrowings2.5
Principal payments on long-term debt obligations(63.3)(10.5)(6.3)
Principal payments on finance lease obligations(1.2)(1.2)(0.9)
Payments for long-term supplier financing(5.8)
Exercise of stock options0.10.2
Repayment of stock option notes receivable0.10.1
Payment of debt issuance or extinguishment fees(0.8)(0.1)(0.2)
Purchase and retirement of stock(1.9)
Proceeds from issuance of common stock in public offering, net of issuance costs78.1
Dividends paid(13.0)
Contributions from noncontrolling interest holders0.9
Net cash (used in) provided by financing activities$(21.8)$(11.5)$50.1

Borrowings and repayments of debt

We utilize a revolving line of credit for short-term working capital purposes. Principal payments on our term loans and other notes payable are made in accordance with debt maturity schedules. Our financing cash flow for fiscal year 2022 reflects the modification of principal amounts on our term-loans and increased borrowing capacity on our revolver (refer to the Capital Resources section below for more information).

During the year ended October 31, 2021, we repaid outstanding principal of $3.0 million on a note payable earlier than its scheduled maturity.

Shareholders’ equity

No dividends were paid in fiscal years 2022 and 2021. We paid dividends of $0.21 per share in fiscal year 2020.

Capital resources

October 31,
(In millions)20222021
Cash and cash equivalents$52.8$84.5
Working capital(1)126.4157.9

(1)Includes cash and cash equivalents

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Capital resources include cash flows from operations, cash and cash equivalents, and debt financing.

In October 2022, we entered into a third amendment to our syndicated credit facility with Bank of America (the “credit facility”) Merrill Lynch, originally dated October 2018, as amended in September 2020 and April 2022. Among other things, the third amendment changed the total borrowing capacity from $275 million to $250 million. The credit facility is comprised of two senior term loans totaling $100 million, compared to $175 million before the third amendment and a revolving credit agreement now providing up to $150 million in borrowings compared to $100 million before the third amendment. The loans are secured by real property, personal property and the capital stock of the Company’s subsidiaries. Borrowings under the credit facility bear interest at a spread over SOFR ranging from 1.5% to 2.5% depending on the Company’s consolidated total net leverage ratio, compared to a spread over LIBOR, ranging from 1.50% to 2.75%, prior to the third amendment.

As of October 31, 2022, we were required to comply with the following financial covenants: (a) a quarterly consolidated leverage ratio of not more than 3.5 to 1.00 and (b) a quarterly consolidated fixed charge coverage ratio of not less than 1.25 to 1.00. As of October 31, 2022, our consolidated leverage ratio was 2.17 to 1.00 and our consolidated fixed charge coverage ratio was 1.71 to 1.00 and we were in compliance with all such covenants of the credit facility. We pay fees on unused commitments on the credit facility.

Certain of our consolidated subsidiaries may also enter into short-term bank borrowings from time to time.

Material cash requirements

Capital expenditures

We have various capital projects in progress for farming expansion and facility improvements which we intend to fund through our operating cash flow as well as cash and cash equivalents on hand. For fiscal 2023, we expect capital expenditures excluding the Moruga Blueberry Project (described below) to be lower than fiscal 2022. Cash paid for capital expenditures for the year ended October 31, 2022 was $61.2 million.

Moruga Blueberry Project

On May 1, 2022, the shareholders of Moruga approved a new capital project to farm approximately 1,500 additional acres of blueberries in the Olmos region of Peru. The project is anticipated to require a total investment of approximately $50 million, the majority of which will be funded by cash flow generated by Moruga and supplemented by pro-rata shareholder contributions based on each shareholders’ respective ownership interest. The project is expected to be carried out in phases, commencing in fiscal year 2023. For fiscal 2023, we expect capital expenditures related to the project to be approximately $20 to $25 million, depending on timing and other factors.

Leases

We are party to various leases for facilities, land, and equipment, for which our undiscounted cash liabilities were $105.3 million as of October 31, 2022. Of that amount, approximately $20 million was related to a 15-year lease of a distribution facility in the U.K. that began July 1, 2022. The facility is expected to expand our distribution reach within the growing U.K. market. Facility improvements began in the fourth quarter of fiscal 2022. In November 2022, subsequent to our fiscal 2022 year end, Moruga entered into a 25-year land lease agreement as part of the new project. Undiscounted lease payments associated with the lease agreement are approximately $60 million.

Long-term Debt

As of October 31, 2022, the aggregate principal amount outstanding on our term loans and notes was $141.0 million. See Note 7 to the consolidated financial statements for more information.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Additionally, we frequently engage third party valuation experts to assist us with estimates described below. Actual results could differ from those estimates.

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Business combinations. We account for business combinations under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, which requires an allocation of the consideration paid, if any, to the identifiable assets, intangible assets and liabilities based on the estimated fair values as of the acquisition date. Goodwill represents the excess of the sum of the fair value of our previously held equity interest and the fair value of the noncontrolling interest, over the net of the acquisition-date values of the identifiable assets and liabilities assumed. Management estimates the fair value of assets and liabilities with the assistance of a third-party specialist, using a combination of the market and income valuation methods. These valuation methods use inputs that are estimated by management, such as revenue forecasts, projected capital spend and estimates for cost of sales. The Company may adjust the amounts recognized for a business combination within the allowable one-year measurement period after the acquisition date. Any such adjustments would generally be recorded as increases or decreases to the goodwill recognized in the transaction.

Goodwill. Our goodwill represents the excess of the purchase price of business combinations over the fair value of the net assets acquired. Goodwill impairment testing requires significant judgment and management estimates, including, but not limited to, the determination of (i) the number of reporting units, (ii) the goodwill and other assets and liabilities to be allocated to the reporting units and (iii) the fair values of the reporting units. The estimates and assumptions described above, along with other factors such as discount rates, will significantly affect the outcome of the impairment tests and the amounts of any resulting impairment losses. We perform a qualitative assessment of goodwill for impairment on an annual basis during the fourth quarter of each year, and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If qualitative factors were to indicate that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying value, we would then perform a quantitative assessment, which would consist primarily of a discounted cash flow (“DCF”) analysis and guideline publicly-traded companies (“GPC”) analysis to determine the fair value of the reporting unit. To the extent the carrying amount of the reporting unit exceeds its fair value, we recognize an impairment of goodwill for the excess up to the amount of goodwill of that reporting unit.

During the fourth quarter of fiscal 2022, we performed our annual goodwill impairment test on our Peruvian farming reporting unit within the International Farming segment and determined that the qualitative factors indicated that it was more-likely-than-not that the fair value of the reporting unit was less than its carrying value. As a result, with the assistance of a third-party specialist, we performed a quantitative assessment of the fair value of the reporting unit using the DCF and GPC methods described in Notes 3 and 4 to the consolidated financial statements, resulting in an impairment charge of $49.5 million. The significant assumptions used in determining the fair values of the reporting unit have been described in Note 4. To the extent that BEV to EBITDA multiples in the future decrease, the discount rate used in determining the present value of our cash flows increases, or if the Company does not meet its cash flow projections for the reporting unit, additional impairment charges may be recorded in the future.

Investments. We maintain investments in other fruit growers, packers and distributors. These investments are accounted for under the equity method of accounting when we have the ability to exercise significant influence, but not control, over the investee. Significant influence generally exists when we have an ownership interest representing between 20% and 50% of the voting stock of the investee. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions. We review our investments for other-than temporary-impairment (“OTTI”) on a quarterly basis, or earlier if indicators of impairment arise. If an impairment of an equity method investment is determined to be other than temporary, we would record OTTI sufficient to reduce the investment’s carrying value to its fair value, which results in a new cost basis in the investment. The primary factors we consider in our determination of whether declines in fair value are other-than-temporary are the length of time that the fair value of the investment is below our carrying value; the severity of the decline; and the financial condition, operating performance and near-term prospects of the investee. In addition, we consider the reason for the decline in fair value, be it general market conditions, industry specific or investee specific; and our intent and ability to hold the investment for a period of time sufficient to allow for a recovery in fair value. As our assessment of the fair value of our investments and any resulting impairment losses and the timing of when to recognize such charges requires judgment and includes estimates and assumptions, actual results could differ materially from our estimates and assumptions.

Income taxes. As a multinational corporation, we are subject to taxation in many jurisdictions, and the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. If we ultimately determine that the payment of these liabilities will be unnecessary, the liability will be reversed, and we will recognize a tax benefit during the period in which it is determined the liability no longer applies. Conversely, we record additional tax charges in a period in which it is determined that a recorded tax liability is less than the ultimate assessment is expected to be.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within provision for income taxes.

The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S. or foreign taxes may be materially different from management’s estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities.

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Recently Issued Accounting Standards

Refer to Note 2 to the consolidated financial statements included herein for information on recently issued accounting standards.

Off-Balance Sheet Arrangements

During the periods presented we did not have, nor do we currently have, any off-balance sheet arrangements as defined under SEC rules, except as follows:

The Company may issue standby letters of credit through banking institutions. As of October 31, 2022, total letters of credit outstanding were $0.7 million.

FY 2021 10-K MD&A

SEC filing source: 0001802974-21-000049.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2021-12-22. Report date: 2021-10-31.

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 our financial statements and related notes included elsewhere in this annual report. This discussion and analysis contains forward-looking statements based upon our current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors. Please refer to the section of this report under the heading “Forward Looking Statements.”

Overview

We are a world leader in sourcing, producing and distributing fresh avocados, serving retail, wholesale and foodservice customers. We source, produce, pack and distribute avocados to our customers and provide value-added services including ripening, bagging, custom packing and logistical management. In addition, we provide our customers with merchandising and promotional support, insights on market trends and training designed to increase their retail avocado sales.

We have two operating segments, which are also reporting segments. These reporting segments are Marketing and Distribution and International Farming. Our Marketing and Distribution reporting segment primarily sources fruit from growers and then distributes the fruit through our global distribution network. Our International Farming segment owns and operates orchards from which substantially all fruit produced is sold to our Marketing and Distribution segment. The segment’s farming activities range from cultivating early-stage plantings to harvesting from mature trees. The segment also earns service revenues for packing and processing for producers of other crops during the avocado off-harvest season. The International Farming segment is principally located in Peru, with smaller operations emerging in other areas of Latin America.

Recent developments

In fiscal 2021, we completed one of our major capital projects, a new mega-distribution center in Laredo, Texas. Serving as a major hub for avocados coming from Mexico into the United States, the 262,000-square-foot facility is positioned to funnel product into the rest of the distribution centers in Mission’s advanced network. The facility is designed with state-of-the-art refrigeration, ripening rooms and pallet cooling capabilities, and has the capability to provide logistics support and transportation services, in addition to cold storage, bagging operations and packing for external enterprises, which we anticipate will generate additional revenue and value for the Company. Mission’s Laredo mega center is positioned to strengthen the Company’s advantage in the avocado sector and is expected to increase its third-party storage and distribution

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capabilities for others in the produce industry, improve ability to efficiently distribute Mexican avocados throughout North America and expedite transportation times.

In our International Farming segment, we have made significant investments this year in orchard development and land improvements in Guatemala and Peru. Our expansion into Guatemala will diversify our sourcing mix on owned fruit. After planting, our avocado trees begin to produce avocados in approximately three years and reach full production in approximately five to seven years, depending on location.

Results of Operations

The operating results of our businesses are significantly impacted by the price and volume of avocados we farm, source and distribute. In addition, our results have been, and will continue to be, affected by quarterly and annual fluctuations due to a number of factors, including but not limited to pests and disease, weather patterns, changes in demand by consumers, food safety advisories, the timing of the receipt, reduction, or cancellation of significant customer orders, the gain or loss of significant customers, the availability, quality and price of raw materials, the utilization of capacity at our various locations and general economic conditions.

Our financial reporting currency is the U.S. dollar. The functional currency of substantially all of our subsidiaries is the U.S. dollar and substantially all of our sales are denominated in U.S. dollars. A significant portion of our purchases of avocados are denominated in the Mexican Peso and a significant portion of our growing and harvesting costs are denominated in Peruvian Soles. Fluctuations in the exchange rates between the U.S. dollar and these local currencies usually do not have a significant impact on our gross margin because the impact affects our pricing by comparable amounts. Our margin exposure to exchange rate fluctuations is short-term in nature, as our sales price commitments are generally limited to less than one month and orders can primarily be serviced with procured inventory. Over longer periods of time, we believe that the impact exchange rate fluctuations will have on our cost of goods sold will largely be passed on to our customers in the form of higher or lower prices.

Year Ended October 31,
202120202019
(In millions, except percentages)Dollar%Dollar%Dollar%
Net sales$891.7100.0%$862.3100.0%$883.3100.0%
Cost of sales767.286.0%737.785.6%728.682.5%
Gross profit124.514.0%124.614.4%154.717.5%
Selling, general and administrative expenses63.67.1%56.26.5%48.25.5%
Operating income60.96.8%68.47.9%106.512.1%
Interest expense(3.7)(0.4)%(6.7)(0.8)%(10.3)(1.2)%
Equity method income7.50.8%4.00.5%3.40.4%
Impairment on equity method investment%(21.2)(2.5)%%
Other income (expense), net1.30.1%(0.7)(0.1)%(3.6)(0.4)%
Income before income taxes66.07.4%43.85.1%96.010.9%
Provision for income taxes21.12.4%15.01.7%24.32.8%
Net income$44.95.0%$28.83.3%$71.78.1%

Net sales

Our net sales are generated predominantly from the shipment of fresh avocados to retail, wholesale and foodservice customers worldwide. Our net sales are affected by numerous factors, including mainly the balance between the supply of and demand for our produce and competition from other fresh produce companies. Our net sales are also dependent on our ability to supply a consistent volume and quality of fresh produce to the markets we serve.

Year Ended October 31,
(In millions)202120202019
Net sales:
Marketing and Distribution$872.0$846.9$873.7
International Farming19.715.49.6
Total net sales$891.7$862.3$883.3

Net sales increased $29.4 million or 3% in fiscal year 2021 compared to fiscal year 2020, primarily due to a 5% increase in avocado volume sold, partially offset by a 2% decrease in average per-unit avocado sales prices, both of which were driven by increased supply from Mexico and Peru. Higher volumes and lower pricing were concentrated in the first half of the fiscal year when Mexico was the country of origin for the majority of the fruit sold.

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Net sales decreased $21.0 million or 2% in fiscal year 2020 compared to fiscal year 2019 primarily due to a 12% decrease in average per unit sales prices partially offset by an 11% increase in volume. Average price decreases were concentrated in the second half of fiscal year 2020 primarily due to strong industry supply relative to prior year in California and Peru related to weather conditions.

Gross profit

Cost of sales is composed primarily of avocado procurement costs from independent growers and packers, logistics costs, packaging costs, labor, costs associated with cultivation (the cost of growing crops), harvesting and depreciation. Avocado procurement costs from third-party suppliers can vary significantly between and within fiscal years and correlate closely with market prices for avocados. While we have long-standing relationships with our growers and packers, we predominantly purchase fruit on a daily basis at market rates. As such, the cost to procure products from independent growers can have a significant impact on our costs.

Logistics costs include land and sea transportation and expenses related to port facilities and distribution centers. Land transportation costs consist primarily of third-party trucking services to support North American distribution, while sea transportation cost consists primarily of third-party shipping of refrigerated containers from supply markets in South and Central America to demand markets in North America, Europe and Asia. Variations in containerboard prices, which affect the cost of boxes and other packaging materials, and fuel prices can have an impact on our product cost and our profit margins. Variations in the production yields, and other input costs also affect our cost of sales.

In general, changes in our volume of products sold can have a disproportionate effect on our gross profit. Within any particular year, a significant portion of our cost of products are fixed, particularly in our International Farming segment. Accordingly, higher volumes processed through packing and distribution facilities or produced on company-owned farms directly reduce the average cost per pound of fruit grown on company owned orchards, while lower volumes directly increase the average cost per pound of fruit grown on company owned orchards.

Year Ended October 31,
202120202019
Gross profit (in millions)$124.5$124.6$154.7
Gross profit as a percentage of net sales14.0%14.4%17.5%

Gross profit was nearly flat in fiscal year 2021 compared to fiscal year 2020 at $124.5 million, and gross profit percentage decreased by 40 basis points to 14.0% of revenue. The declines were due to lower per-unit margins related to sourcing of Californian and Mexican fruit, which were exacerbated by lower industry volumes from the California market as well as smaller fruit sizes from the Mexican market. Additionally, gross margin was impacted by incremental infrastructure costs related to our new Laredo facility within the Marketing & Distribution segment, which is still in the process of ramping up utilization. Gross margin was also negatively impacted by widespread port delays in the fourth quarter, which created quality issues related to the extended age of inventory on late-season fruit which impacted sales returns. These impacts were substantially offset by higher volume of avocados sold from Company-owned farms within our International Farming segment compared to prior year, which had lower per-unit cost than fruit purchased from third-party growers. Gross profit percentage will fluctuate based upon per-unit sales price levels.

Gross profit decreased fiscal year 2020 over fiscal year 2019 as a result of lower gross margin percentage partially offset by higher sales volumes. Our gross margin percentage decreased 310 basis points primarily due to higher third-party fruit costs during first quarter of fiscal year 2020 compared to the same period of last year. The market conditions experienced during the early part of fiscal year 2019 were non-recurring in nature, as customer prices remained steady despite significant declines in fruit costs incurred due to the instability of supply from Mexico. In addition, gross profit in the International Farming segment was negatively impacted by lower sales pricing during the second half of fiscal year 2020 due to larger industry volumes from California and Peru relative to prior year.

Selling, general and administrative expenses

Selling, general and administrative expenses primarily include the costs associated with selling, professional fees, general corporate overhead and other related administrative functions.

Year Ended October 31,
(In millions)202120202019
Selling, general and administrative expenses$63.6$56.2$48.2

Selling, general and administrative expenses increased $7.4 million or 13% in fiscal year 2021 compared to fiscal year 2020 due primarily to higher professional fees and higher liability insurance premiums associated with being a public company and the change in SEC filer status from an emerging growth company to a large accelerated filer on October 31, 2021. Other factors included an increase in rent expense in conjunction with our move to our new corporate headquarters in February 2021, and a legal settlement contingency of $0.8 million, partially offset by a $0.9 million gain from an insurance settlement, net of asset impairment and disposals.

Selling, general and administrative expenses increased $8.0 million or 17% in fiscal year 2020 compared to fiscal year 2019 primarily due to higher stock-based compensation expense due to an award that vested during the fourth quarter of fiscal year 2020 in connection with the successful completion of our IPO.

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Interest expense

Interest expense consists primarily of interest on borrowings under working capital facilities that we maintain and interest on other long-term debt used to make capital and equity investments.

Year Ended October 31,
(In millions)202120202019
Interest expense$3.7$6.7$10.3

Interest expense decreased $3.0 million or 45% in fiscal year 2021 compared to fiscal year 2020 due to a combination of lower interest rates and lower average principal balances. A substantial portion of our debt has variable interest rates that are based on LIBOR, which has declined significantly since the first half of fiscal year 2020.

Interest expense decreased $3.6 million or 35% in fiscal year 2020 compared to fiscal year 2019 due to a combination of lower interest rates and lower average debt balances. A substantial portion of our debt has variable interest rates that are based on LIBOR, which has declined significantly since fiscal year 2019. Average debt balances were lower reflecting principal payments of existing long-term debt as well as prepayments of term debt that were made in fiscal year 2019.

Equity method income

Our material equity method investees include Henry Avocado (“HAC”), Mr. Avocado, Moruga, and Copaltas.

Year Ended October 31,
(In millions)202120202019
Equity method income$7.5$4.0$3.4
Impairment on equity method investment(21.2)

Equity method income increased $3.5 million or 88% in in fiscal year 2021 compared to fiscal year 2020, driven by higher earnings from investments in Moruga and HAC. Moruga’s earnings increased due to higher blueberry volume attributed to improved yields and better pricing returns. HAC’s earnings increased due to higher per-unit margins. The impact of COVID-19 related stay at-home orders that went into effect in March 2020 were more profound to HAC due to their heavier concentration of foodservice customers.

Equity method income increased $0.6 million or 18% in fiscal year 2020 compared to fiscal year 2019 due to earnings increases from Moruga due to the timing of blueberry harvests in Peru, partially offset by a decrease in earnings from Henry Avocado.

During the second quarter of fiscal 2020, industry wide production information regarding the 2019-2020 blueberry harvest in Peru became available, indicating that there is greater competition and expansion by competitors than what we were previously expecting. We believed that the increase in supply due to expansion would result in a reduction in pricing over the long-term. As a result of this factor, among others, we lowered our long-term revenue and profitability forecasts of Moruga during the second quarter of fiscal 2020, and concluded that the reduction in the forecasted revenues was an indicator of impairment. As a result, we tested our investment in Moruga for impairment and concluded that the estimated fair value of the investment in Moruga was less than the carrying value of the investment. Due to the change in long-term pricing and revenue expectations, we concluded that the impairment is other-than-temporary. We recorded an impairment charge of $21.2 million to reduce the carrying balance of the investment to its estimated fair value of $22.2 million during the second quarter of fiscal 2020.

Other income (expense), net

Other income (expense), net consists of interest income, currency exchange gains or losses, interest rate derivative gains or losses and other miscellaneous income and expense items.

Year Ended October 31,
(In millions)202120202019
Other income (expense), net1.3(0.7)(3.6)

Other income in fiscal year 2021 was $1.3 million, compared to other expense of $0.7 million in fiscal year 2020. The $2.0 million change was primarily due to losses on interest rate swaps in the prior year, driven by market movements in short-term interest rates, partially offset by the effect of foreign currency loss in the current year compared to gains in the previous year. The significant weakening of the Mexican peso relative to the U.S. dollar and the substantial reduction in LIBOR in fiscal 2020 were correlated with the COVID-19 pandemic.

Other expense decreased $2.9 million or 81% in fiscal year 2020 compared to fiscal year 2019 primarily due to foreign currency gains resulting from the weakening of the Mexican peso exchange rate relative to the US dollar and higher interest income due to higher average cash balances, partially offset by higher losses on interest rate contracts driven by market movements in short-term interest rates during fiscal year 2020.

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Provision for income taxes

The provision for income taxes consists of the consolidation of tax provisions, computed on a separate entity basis, in each country in which we have operations. We recognize the effects of tax legislation in the period in which the law is enacted. Our deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years we estimate the related temporary differences to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain.

We recognize a tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within provision for income taxes.

Year Ended October 31,
202120202019
Provision for income taxes (in millions)$21.1$15.0$24.3
Effective tax rate32.0%34.2%25.3%

The provision for income taxes increased $6.1 million or 41% in fiscal year 2021 compared to fiscal year 2020, primarily due to remeasurement of our deferred tax balances in Peru due to the enactment of tax rate changes for future years. The effective tax rate decreased by 2.2% in fiscal year 2021 over fiscal year 2020. The decrease was primarily due to the nondeductible impairment of Moruga in fiscal year 2020, partially offset by increases in the Peruvian tax rates. On December 30, 2020, Peru enacted tax law repealing current tax law which provided benefits to agribusiness entities. The new law will subject us to higher Peruvian corporate income tax rates than our current rate of 15% as follows: 20% for calendar years 2023 to 2024, 25% for calendar years 2025 to 2027, and 29.5% thereafter. We remeasured our deferred tax balances based on the applicable tax rate in the year the deferred balances are expected to reverse. The increase to the net deferred tax liability for the change in Peruvian tax rate resulted in a $5.4 million increase to tax expense in fiscal year 2021.

The provision for income taxes decreased $9.3 million or 38% in fiscal year 2020 compared to fiscal year 2019. The effective tax rate increased by 8.9% in fiscal year 2020 over fiscal year 2019. The higher effective tax rate was primarily due to the (i) nondeductible impairment of Moruga in fiscal year 2020, (ii) nondeductible executive compensation incurred as a result of the IPO in fiscal year 2020, and (iii) tax benefit related to net operating loss (“NOL”) carryback provisions of the Coronavirus Aid, Relief and Economic Security (“CARES Act”) enacted in March 2020. The NOL carryback provisions allow the Company to carryback its fiscal year 2018 NOL to offset taxable income on a previously filed tax return. The result is a revaluation of deferred tax assets due to the utilization of NOLs at a higher tax rate in the carryback period.

Segment Results of Operations

Our CEO evaluates and monitors segment performance primarily through segment sales and segment adjusted earnings before interest expense, income taxes and depreciation and amortization (“adjusted EBITDA”). We believe that adjusted EBITDA by segment provides useful information for analyzing the underlying business results as well as allowing investors a means to evaluate the financial results of each reportable segment in relation to the Company as a whole. These measures are not in accordance with, nor are they a substitute for or superior to, the comparable GAAP financial measures.

Adjusted EBITDA refers to net income (loss), before interest expense, income taxes, depreciation and amortization expense, stock-based compensation expense, other income (expense), and income (loss) from equity method investees, further adjusted by asset impairment and disposals, net of insurance recoveries, legal settlement, farming costs for nonproductive orchards (which represents land lease costs), and any special, non-recurring, or one-time items such as impairments that are excluded from the results the CEO reviews uses to assess segment performance and results.

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Net sales

Year Ended October 31,
202120202019
(In millions)Marketing &DistributionInternationalFarmingTotalMarketing &DistributionInternationalFarmingTotalMarketing &DistributionInternationalFarmingTotal
Third party sales$872.0$19.7$891.7$846.9$15.4$862.3$873.7$9.6$883.3
Affiliated sales84.984.966.466.480.780.7
Total segment sales$872.0$104.6$976.6$846.9$81.8$928.7$873.7$90.3$964.0
Intercompany eliminations(84.9)(84.9)(66.4)(66.4)(80.7)(80.7)
Total net sales$872.0$19.7$891.7$846.9$15.4$862.3$873.7$9.6$883.3

Adjusted EBITDA

Year Ended October 31,
(In millions)202120202019
Marketing & Distribution adjusted EBITDA$51.4$68.2$88.0
International Farming adjusted EBITDA33.923.335.0
Total reportable segment adjusted EBITDA85.391.5123.0
Net income44.928.871.7
Interest expense3.76.710.3
Provision for income taxes21.115.024.3
Depreciation and amortization20.418.116.5
Equity method income(7.5)(4.0)(3.4)
Stock-based compensation2.65.0
Other (income) expense, net(1.3)0.73.6
Impairment on equity method investment21.2
Legal settlement0.8
Asset impairment and disposals, net of insurance recoveries(0.2)
Farming costs for nonproductive orchards0.8
Total adjusted EBITDA85.391.5123.0

Marketing and Distribution

Net sales in our Marketing and Distribution segment increased $25.1 million or 3% in fiscal year 2021 compared to fiscal year 2020, due to the same drivers impacting consolidated revenue.

Segment adjusted EBITDA decreased $16.8 million or 25% in fiscal year 2021 compared to fiscal year 2020 due to lower gross margins and higher selling, general and administrative expenses. Gross margin was impacted by tighter per-unit margins related to the sourcing of Californian and Mexican fruit, which were exacerbated by smaller industry volumes within the California market as well as smaller fruit sizes within the Mexican market. Additionally, gross margin was pressured by incremental infrastructure costs related to our new Laredo facility, which is still in the process of ramping up utilization. Selling, general and administrative expenses increased due to the same factors as described above.

Net sales decreased $26.8 million or 3% in fiscal year 2020 compared to fiscal year 2019 primarily due to a 12% decrease in average per unit sales prices partially offset by an 11% increase in volume. Average price decreases were concentrated in the second half of fiscal year 2020 primarily due to strong industry supply in California and Peru, relative to prior year.

Adjusted EBITDA decreased $19.8 million or 23% in fiscal year 2020 over fiscal year 2019 primarily due to lower gross profit per pound of avocados sold. The decrease in gross margin was due primarily to the benefit of lower third-party fruit costs during the first quarter of fiscal year 2019. The market conditions experienced in the prior year period were non-recurring in nature, as customer prices remained steady despite significant declines in fruit costs due to the instability of supply from Mexico.

International Farming

Substantially all sales of fruit from our International Farming segment are to the Marketing and Distribution segment, with the remainder of revenue largely derived from services provided to third parties. Affiliated sales are concentrated in the second half of the fiscal year in alignment with the Peruvian avocado harvest season, which typically runs from April through August of each year. As a result, adjusted EBITDA for International Farming is generally concentrated in the third and fourth quarters of the fiscal year in alignment with sales.

Total segment sales in our International Farming segment increased $22.8 million or 28% in fiscal year 2021 compared to fiscal year 2020, due to a 33% increase in fruit volumes resulting from improved harvest yields at our maturing orchards, partially offset by a 3% decrease in average

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sales prices. Net sales increased $4.3 million or 28% in fiscal year 2021 compared to fiscal year 2020, primarily due to higher packing and processing service revenue for third-party growers.

Segment adjusted EBITDA increased $10.6 million or 45% in fiscal year 2021 compared to fiscal year 2020, primarily due to the revenue drivers noted above.

Total segment sales decreased $8.5 million or 9% in fiscal year 2020 compared to fiscal year 2019 primarily due to lower per unit sales pricing on the sale of avocados. Average sales prices declined by 24%, driven by strong industry supply during the harvest window which was concentrated in the second half of the fiscal year. The impact of lower sales pricing was partially offset by a 20% increase in volume harvested during fiscal year 2020. Volume increases were driven by improved production yields resulting from maturity of our avocado orchards. Net sales in our International Farming segment increased $5.8 million or 60% in fiscal year 2020 compared to fiscal year 2019 primarily due to higher packing and processing service revenues provided to third-party growers driven by their higher volumes.

Adjusted EBITDA decreased $11.7 million or 33% in fiscal year 2020 compared to fiscal year 2019 primarily due to lower sales which was driven by lower pricing during the second half of fiscal year 2020. Adjusted EBITDA for International Farming is generally concentrated in the third and fourth quarters of our fiscal year in alignment with the harvest season for avocados in Peru.

Liquidity and Capital Resources

Operating activities

Year Ended October 31,
(In millions)202120202019
Net income$44.9$28.8$71.7
Depreciation and amortization20.418.116.5
Equity method income(7.5)(4.0)(3.4)
Noncash lease expense4.3
Impairment on equity method investment21.2
Stock-based compensation2.65.0
Dividends received from equity method investees1.71.71.4
Deferred income taxes8.8(1.0)0.6
Other(0.5)1.24.0
Change in working capital(27.7)7.91.8
Net cash provided by operating activities$47.0$78.9$92.6

Net cash provided by operating activities decreased $31.9 million for fiscal year 2021 compared to fiscal year 2020, reflecting unfavorable net change in working capital. Within working capital, unfavorable changes in accounts receivable and inventory, were partially offset by favorable changes in grower payables. Accounts receivable increases were due to rising per-unit sales prices during the year. Changes in inventory were driven by a combination of higher farm related inventory in Peru, as well as higher per-unit cost of Mexican fruit on-hand compared to prior year. The increases in farm related inventory were due primarily to growth in productive acreage and higher on-hand quantities of fruit at the end of the year due to the extension of the harvest season combined with port delays. Favorable changes in grower payables were correlated with the pricing increases experienced with Mexican inventory.

Net cash provided by operating activities decreased $13.7 million in fiscal year 2020 compared to fiscal year 2019, reflecting lower net income, favorable net change in working capital, and higher stock-based compensation expense. Within working capital, favorable changes in inventory and trade accounts receivables were partially offset by unfavorable changes in grower payables and miscellaneous receivables. The decrease in pricing on third-party fruit during the second half of fiscal year 2020 resulted in lower revenue and lower cost-basis, resulting in lower trade accounts receivable and inventory balances, as well as lower grower payables balances as of October 31, 2020. Changes in miscellaneous receivables were largely due to change in value-added tax (“VAT”) receivable, which is correlated with the timing of material purchases and claim activity. We also experienced an increase in other assets attributable to implementation costs associated with cloud-based computing software solutions.

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Investing activities

Year Ended October 31,
(In millions)202120202019
Purchases of property and equipment$(73.4)$(67.3)$(29.7)
Proceeds from sale of property, plant and equipment2.43.00.1
Insurance proceeds for the replacement of property, plant and equipment1.1
Investment in equity method investees(0.2)(3.4)(1.9)
Loans to equity method investees(2.0)
Loan repayments from equity method investees1.5
Other0.30.8
Net cash used in investing activities$(70.3)$(67.7)$(30.7)

Property, plant and equipment

In both fiscal years 2021 and 2020, capital expenditures were primarily for the construction of the Laredo facility, which was completed in mid-fiscal 2021, and land improvements and orchard development in Peru and Guatemala.

In both fiscal years 2021 and 2020, proceeds from the sale of property, plant and equipment were primarily from the sale of multi-unit housing properties in California that had been used for housing seasonal avocado labor contractors.

In fiscal year 2021, we received insurance proceeds for property, plant and equipment damage sustained in our Dallas facility from a cold weather storm in February 2021. The proceeds have been invested in the rebuilding of the equipment.

Equity method investees

In fiscal years 2021 and 2020, capital contributions to equity method investees were to our joint venture, Copaltas S.A.S., to support the purchase of additional farmland in Colombia. In fiscal year 2021, we issued $2.0 million in loans to Copaltas to support the working capital needs of the entity. In addition, we received an installment payment of $1.5 million on our outstanding loan to Moruga during fiscal year 2021.

Financing activities

Year Ended October 31,
(In millions)202120202019
Proceeds from issuance of common stock in public offering, net of issuance costs$$78.1$
Borrowings on revolving credit facility14.045.0
Payments on revolving credit facility(14.0)(51.0)
Principal payments on long-term debt obligations(10.5)(6.3)(14.2)
Principal payments on finance lease obligations(1.2)(0.9)(0.4)
Payment for debt extinguishment costs(0.1)
Payments for long-term supplier financing(5.8)
Dividends paid(13.0)(5.6)
Proceeds from exercise of stock options0.2
Repayment of stock option notes receivable0.10.10.3
Debt issuance costs(0.2)
Purchase and retirement of stock(1.9)(0.9)
Net cash (used in) provided by financing activities$(11.5)$50.1$(26.8)

IPO

Net proceeds from our IPO in October 2020 were $78.1 million, after deducting underwriting discounts and issuance costs. We intend to use the proceeds for growth-related capital expenditures, working capital and other general corporate purposes, which may include the repayment of indebtedness, and funding future acquisitions (if any).

Borrowings and repayments of debt

We utilize a revolving line of credit for short-term working capital purposes. Principal payments on our term loans and other notes payable are made in accordance with debt maturity schedules. During the year ended October 31, 2021, we repaid outstanding principal of $3.0 million on a note payable earlier than its scheduled maturity.

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Shareholders’ equity

No dividends were paid in fiscal year 2021. We paid dividends of $0.21 per share in fiscal year 2020 compared to $0.09 per share in fiscal year 2019.

Capital resources

October 31,
(In millions)20212020
Cash and cash equivalents$84.5$124.0
Working capital157.9170.2

Capital resources include cash flows from operations, cash and cash equivalents, and debt financing.

We have a syndicated credit facility with Bank of America, N.A., comprised of two term loans and a revolving credit facility (“revolver”) that provides up to $100 million in borrowings that will expire in October 2023. The credit facility also includes a swing line facility and an accordion feature which allows us to increase the borrowings by up to $125 million, with bank approval. We did not have any outstanding borrowings under the revolver as of October 31, 2021 and 2020. Interest on the revolver bears rates at a spread over LIBOR that varies with our leverage ratio. As of October 31, 2021 and 2020, interest rates on the revolver were 1.84% and 1.90%, respectively.

As of October 31, 2021, we were required to comply with the following financial covenants: (a) a quarterly consolidated leverage ratio of not more than 2.75 to 1.00 and (b) a quarterly consolidated fixed charge coverage ratio of not less than 1.50 to 1.00. As of October 31, 2021, our consolidated leverage ratio was 1.26 to 1.00 and our consolidated fixed charge coverage ratio was 2.52 to 1.00 and we were in compliance with all such covenants of the credit facility. The loans are secured by real property, personal property and the capital stock of our subsidiaries. We pay fees on unused commitments on the credit facility.

Material cash requirements

Capital expenditures

We have various capital projects in progress for farming expansion and facility improvements which we intend to fund through our operating cash flow as well as cash and cash equivalents on hand.

Leases

We are party to various operating leases for facilities, land, and equipment. As of October 31, 2021, our undiscounted cash liabilities for operating leases were $74.9 million, with maturities ranging up through fiscal 2048. We also have a small number of finance leases, with undiscounted cash liabilities of $3.9 million, due up through 2024. See Note 6 “Leases,” to the consolidated financial statements for more information.

Long-term Debt

As of October 31, 2021, remaining maturities on our term loans and notes were $164.3 million. See Note 5 “Debt,” to the consolidated financial statements for more information.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Additionally, we frequently engage third party valuation experts to assist us with estimates described below. Actual results could differ from those estimates.

Investments. We maintain investments in other fruit growers, packers and distributors. These investments are accounted for under the equity method of accounting when we have the ability to exercise significant influence, but not control, over the investee. Significant influence generally exists when we have an ownership interest representing between 20% and 50% of the voting stock of the investee. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions. We review our investments for other-than temporary-impairment (“OTTI”) on a quarterly basis, or earlier if indicators of impairment arise. If an impairment of an equity method investment is determined to be other than temporary, we would record OTTI sufficient to reduce the investment’s carrying value to its fair value, which results in a new cost basis in the investment. The primary factors we consider in our determination of whether declines in fair value are other-than-temporary are the length of time that the fair value of the investment is below our carrying value; the severity of the decline; and the financial condition, operating performance and near term prospects of

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the investee. In addition, we consider the reason for the decline in fair value, be it general market conditions, industry specific or investee specific; and our intent and ability to hold the investment for a period of time sufficient to allow for a recovery in fair value. As our assessment of the fair value of our investments and any resulting impairment losses and the timing of when to recognize such charges requires judgment and includes estimates and assumptions, actual results could differ materially from our estimates and assumptions.

Goodwill. Our goodwill represents the excess of the purchase price of business combinations over the fair value of the net assets acquired. Goodwill impairment testing requires significant judgment and management estimates, including, but not limited to, the determination of (i) the number of reporting units, (ii) the goodwill and other assets and liabilities to be allocated to the reporting units and (iii) the fair values of the reporting units. The estimates and assumptions described above, along with other factors such as discount rates, will significantly affect the outcome of the impairment tests and the amounts of any resulting impairment losses. We perform a qualitative assessment of goodwill for impairment on an annual basis during the fourth quarter of each year, and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If qualitative factors were to indicate that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying value, we would then perform a quantitative assessment, which would consist primarily of a discounted cash flow (“DCF”) analysis to determine the fair value of the reporting unit’s goodwill. To the extent the carrying amount of the reporting unit’s allocated goodwill exceeds the unit’s fair value, we recognize an impairment of goodwill for the excess up to the amount of goodwill of that reporting unit.

Income taxes. As a multinational corporation, we are subject to taxation in many jurisdictions, and the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. If we ultimately determine that the payment of these liabilities will be unnecessary, the liability will be reversed, and we will recognize a tax benefit during the period in which it is determined the liability no longer applies. Conversely, we record additional tax charges in a period in which it is determined that a recorded tax liability is less than the ultimate assessment is expected to be.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within provision for income taxes.

The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S. or foreign taxes may be materially different from management’s estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities.

Recently Issued Accounting Standards

Refer to Note 2 to the consolidated financial statements included herein for information on recently issued accounting standards.

JOBS Act

The Company previously qualified as an emerging growth company (“EGC”) until October 31, 2021, when it no longer qualified based on its status as a Large Accelerated Filer and accordingly, must comply with all financial disclosure and governance requirements applicable to Large Accelerated Filers.

Off-Balance Sheet Arrangements

During the periods presented we did not have, nor do we currently have, any off-balance sheet arrangements as defined under SEC rules.