Mission Produce, Inc.
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Item 1. Business
Overview
Mission Produce, Inc. together with its consolidated subsidiaries (“Mission Produce” or the “Company,” “Registrant,” or “Issuer,” and generally referred to as “we” or “us”), is a global leader in the avocado industry. The Company’s expertise lies in the farming, packaging, marketing and distribution of avocados to food retailers, distributors and produce wholesalers worldwide. The Company procures avocados principally from California, Mexico and Peru. Through our various operating facilities, we grow, sort, pack, bag and ripen avocados and a small amount of other fruits for distribution to domestic and international markets. We report our results of operations in three operating segments which are also reportable segments:
•Marketing & Distribution sources fruit from growers and then distributes the fruit through our global distribution network;
•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 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.
Products and services
We primarily source, produce, pack and distribute avocados. The avocados we sell are primarily of the Hass variety. We sort and pack avocados and match their specifications to respective customer requirements. We sell both pre-ripe and ripened avocados, and with our network of ripening facilities, we can adjust the level of ripeness to the needs of our customers. Our custom ripening programs provide customers with the option of ordering avocados at five different stages of ripeness – hard, preconditioned, breaking, firm-ripe and ripe – which are delivered on specifically tailored schedules according to stage of ripeness. In 2021, we also began marketing mangos on a limited scale. Mangos are complementary to avocados as they typically have opposite seasons, allowing us to leverage and maintain absorption of our distribution network.
We also provide value-added services including ripening, bagging, custom packaging, logistical management, and quality assurance. In addition, we provide our customers with merchandising and promotional support, insights on market trends and hands-on training to assist with their retail sales of our avocados. For example, we operate category management, merchandising and packaging programs, such as our “Avo Intel,” “Minis—small but mighty,” “Emeralds in the Rough,” “Ready,” “Size Minded,” “Jumbos—more to eat, more to love” and shelf-life extension programs, to promote the sale of avocados that might otherwise be underutilized, to identify ready-to-eat and various size avocados for consumers and to increase shelf life.
In our Blueberries segment, we act as growers. Our exclusive supply agreement with an exclusive distributor allows us to utilize our existing infrastructure and workforce in Peru during complementary periods between avocado harvest and processing seasons.
Customers
We primarily market avocados to retail, wholesale and foodservice customers. We focus on delivering quality avocados on time and within customer specifications. We forecast avocado sourcing costs for the season for our own production, which enables us to enter into fixed price contracts with customers for a season without bearing pricing risk from spot market purchases. We do not have long-term supply contracts with our customers and focus instead on building strong, long-term relationships based on product quality and specifications, on-time delivery and customer support and service.
Supply chain and distribution network
Our global distribution network includes strategically located forward distribution centers across North America, China, Europe, and the U.K. equipped to offer value-added services such as ripening, bagging, custom packaging and logistical management. Our network of distribution facilities puts us in close proximity to our customers, allowing us to provide fruit based on customer timing, specification, and volume needs. Within the United States, we can deliver avocados within approximately eight hours or less.
Before being forwarded to distribution centers, avocados are sorted and packed at one of our four state-of-the-art packing facilities in Mexico, Peru, and California, or by co-packers in various locations. Our packing facilities are located in close proximity to
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growers, allowing us to control the logistics of the supply chain from tree to packing, to distribution. Transportation logistics are managed across truck, ocean, air and rail platforms, depending on origin and end markets.
Competition
We compete based on a variety of factors, including the appearance, taste, size, shelf life and overall quality of our fruit, price and distribution terms, the timeliness of our deliveries to customers and the availability of our products. The avocado and fresh produce business is highly competitive, and the effect of competition is intensified because our products are perishable. Marketing competitors include other distributors, producers, and other smaller packers and marketers. Farming competitors include other farming businesses of all sizes, from large-scale businesses and cooperatives, to individual farms.
Resources
We source avocados primarily from Mexico, Peru, and California, as well as Colombia, Guatemala, South Africa, Chile, and other locations. Our diverse sourcing network mitigates the impact of potential geographical or grower-specific supply disruptions and optimizes our ability to fulfill year-round global demand.
Third-party growers
We have relationships with thousands of third-party growers. Our large scale and long track record of working with growers contributes to strong existing relationships and facilitates new relationships with third-party growers. We do not have exclusive sourcing contracts with growers.
Farming
In addition to purchasing avocados from third-party growers, we have vertically integrated farming operations where we grow avocados on owned or leased land. In Peru, we own farmland with developed orchards that are in various stages of maturity. Since fiscal 2020, we have progressively planted new orchards in Guatemala on land under long-term leases, to diversify our vertical integration sourcing strategy. We also invest in a joint venture in Colombia that owns land that is under development. After planting, avocado trees begin to produce avocados in approximately three years and typically reach full production in approximately five to seven years, depending on location. We continue to innovate our farming practices to control the quality of our fruit, through various test plots, seed research, and soil analysis.
As of October 31, 2025, our approximate international avocado planted acreage, by age and rounded to the nearest hundred, was as follows:
| Avocado Acreage by Age | ||||||||||||||
Country | 0-3 years | 4-6 years | >7 years | Total | ||||||||||
| Peru | — | 3,200 | 6,400 | 9,600 | ||||||||||
| Guatemala | 1,100 | 500 | — | 1,600 | ||||||||||
| Total | 1,100 | 3,700 | 6,400 | 11,200 | ||||||||||
We are also involved in the farming of other fruits on a limited scale. We have planted mango orchards in Peru to enable us to realize synergies from labor and facility management during the avocado off-season. We have also invested in a blueberry farming joint venture. While we do not market blueberries, our investment in the joint venture further allows us to leverage labor and facility investments in Peru.
Intellectual property
We have registered or submitted registrations for certain trademarks with the United States Patent and Trademark Office and with the appropriate bodies in international jurisdictions, including The MISSION & TOWER DESIGN® and MISSION PRODUCE™. In addition, we have several issued patents and copyrights that are not material to our business at this time.
Seasonality
The total sales and sales price of avocados fluctuates throughout the year due to variations in supply of avocados based on geographic location. For example, in California and Peru, the harvest of avocados typically peaks between April and September. In Mexico, avocados are harvested year-round, but the harvest typically peaks between December through March. Although these geographical differences may lead to fluctuations in the purchase price of avocados, our diverse geographical avocado growth and production capabilities help us mitigate volatility in our access to supply of avocados. As a result of the volumes sourced from our
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farming operations in Peru, we realize a greater portion of our gross profit during the third and fourth quarters of our fiscal year. Sales in our Blueberries segment are concentrated in the first and fourth quarters of our fiscal year in alignment with the Peruvian blueberry harvest season, which typically runs from July through January.
People
As of October 31, 2025, we had approximately 3,800 employees located worldwide, of which, 2,100 were located in Peru, 800 were located in Mexico, 500 were located in the U.S., 300 were located in Guatemala and 100 were located in the U.K. and Europe. Our headcount in Peru is inclusive of our Moruga blueberry operation. Due to the cyclical nature of avocado production, we also hire temporary and seasonal workers on our farms in Peru and packing houses in the U.S. and Mexico to meet our needs.
We seek to provide an attractive workplace for our people by adhering to and demonstrating our values: FIRST – fun, innovative, reliable, successful, and trustworthy. We are actively involved in supporting our surrounding communities, and we contribute to important causes, including those focused on children, families, and agriculture education.
Regulation and Industry Associations
Our business is impacted by general and industry-specific government regulations and requirements. Below is a summary of some of the significant industry or commodity-related regulations that impact our business.
As an agricultural producer and marketer of consumable products, our operations are subject to extensive regulation by various federal government agencies, including the FDA, the USDA and the Federal Trade Commission (“FTC”), as well as state and local agencies, with respect to product attributes, packing, labeling, storage and distribution. Under various statutes and regulations, these agencies prescribe requirements and establish standards for safety, purity and labeling. In addition, advertising of our products is subject to regulation by the FTC, and our operations are subject to health and safety regulations, including those issued under the Occupational Safety and Health Act (“OSHA”). Our packing facilities and products are subject to periodic inspection by federal, state and local authorities, including FDA review of our compliance with the Food Safety Modernization Act ("FSMA") at all of our U.S. facilities. In addition, our operations in Mexico are subject to Mexican regulations, our operations in Peru are subject to Peruvian regulations, our operations in Europe and the U.K. are subject to applicable regulations for those regions, and our Guatemalan operations are subject to applicable Guatemalan regulations.
We are subject to numerous federal, state, local and foreign environmental laws and regulations. These laws and regulations govern, among other matters, the treatment, handling, storage, use and disposal of, and exposure to, hazardous materials and waste, including herbicides, fertilizers, pesticides and other agricultural products, the remediation of contaminated properties and climate change.
In the U.S., the Hass Avocado Board was established by the USDA to promote the sale of Hass variety avocados. This board provides a basis for unified funding of promotional activities based on an assessment on all avocados sold in the U.S. marketplace. The California Avocado Commission, which receives its funding from California avocado growers, has historically shouldered the promotional and advertising costs supporting avocado sales. We believe that the incremental funding of promotional and advertising programs in the U.S. will, in the long term, positively impact average selling prices and will favorably impact our avocado businesses. Similarly, Avocados from Mexico (“AFM”) was formed in 2013 as the marketing arm of the Mexican Hass Avocados Importers Association (“MHAIA”) and the Association of Growers and Packers of Avocados From Mexico (“APEAM”). In Peru, the organization Pro Hass promotes the marketing of high-quality Hass avocados, providing support to the local industry with technical research, packaging, and production.
Available Information
Our corporate headquarters are located at 2710 Camino Del Sol, Oxnard, California, and our telephone number is (805) 981-3650. Our internet address is www.missionproduce.com. The information on or that can be accessed through our website is not incorporated by reference in this report.
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Financial statements
data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .
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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. We also process and package guacamole and related products sold at retail locations and to food service operators. 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 four 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. The former “Fresh” business of Calavo is included in this segment.
•Prepared Foods. Includes prepared products, such as packaged guacamole and salsas, sold to retail and foodservice customers. This segment is equivalent to the acquired “Prepared Foods” business of Calavo.
•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 are 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. The system was released in phases corresponding to different classes of claims. During the third fiscal quarter of 2026, we submitted or have developed a plan to submit approximately $12.5 million in claims. As a portion of the refunds have been received during the third quarter, we believe the remainder of the claims are realizable. Refunds and receivables for refund claims have been recognized as allowances against
revenue and cost of sales based on the nature of the settlements. We are monitoring the situation closely for any changes to the ability to recover refunds.
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 that 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 July 31, | Nine Months Ended July 31, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
| (In millions, except for percentages) | Dollars | % | Dollars | % | Dollars | % | Dollars | % | ||||||||||||||||||||||||||
| Net sales | $ | 450.0 | 100 | % | $ | 357.7 | 100 | % | $ | 1,019.5 | 100 | % | $ | 1,072.2 | 100 | % | ||||||||||||||||||
| Cost of sales | 405.3 | 90 | % | 312.6 | 87 | % | 922.7 | 91 | % | 967.2 | 90 | % | ||||||||||||||||||||||
| Gross profit | 44.7 | 10 | % | 45.1 | 13 | % | 96.8 | 9 | % | 105.0 | 10 | % | ||||||||||||||||||||||
| Selling, general and administrative expenses | 31.6 | 7 | % | 24.0 | 7 | % | 74.8 | 7 | % | 67.5 | 6 | % | ||||||||||||||||||||||
| Transaction advisory and integration costs | 12.6 | 3 | % | 0.1 | — | % | 26.0 | 3 | % | 0.3 | — | % | ||||||||||||||||||||||
| Operating income (loss) | 0.5 | — | % | 21.0 | 6 | % | (4.0) | — | % | 37.2 | 3 | % | ||||||||||||||||||||||
| Interest expense | (5.1) | (1) | % | (2.4) | (1) | % | (8.7) | (1) | % | (7.1) | (1) | % | ||||||||||||||||||||||
| Equity method income | 1.9 | — | % | 2.0 | 1 | % | 4.7 | — | % | 3.7 | — | % | ||||||||||||||||||||||
| Other (expense) income, net | (2.5) | (1) | % | (0.8) | — | % | (4.9) | — | % | 0.1 | — | % | ||||||||||||||||||||||
| (Loss) income before income taxes | (5.2) | (1) | % | 19.8 | 6 | % | (12.9) | (1) | % | 33.9 | 3 | % | ||||||||||||||||||||||
| Provision for income taxes | 0.6 | — | % | 5.3 | 1 | % | 0.4 | — | % | 10.2 | 1 | % | ||||||||||||||||||||||
| Net (loss) income | (5.8) | (1) | % | 14.5 | 4 | % | (13.3) | (1) | % | 23.7 | 2 | % | ||||||||||||||||||||||
Less: Net income (loss) attributable to noncontrolling interest | 0.7 | — | % | (0.2) | — | % | 1.1 | — | % | 2.0 | — | % | ||||||||||||||||||||||
| Net (loss) income attributable to Mission Produce | $ | (6.5) | (1) | % | $ | 14.7 | 4 | % | $ | (14.4) | (1) | % | $ | 21.7 | 2 | % | ||||||||||||||||||
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 July 31, | Nine Months Ended July 31, | |||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||
| Net sales by segment: | ||||||||||||||||||||||
| Marketing and Distribution | $ | 414.3 | $ | 344.1 | $ | 926.3 | $ | 1,002.4 | ||||||||||||||
| Prepared Foods | 15.5 | — | 15.5 | — | ||||||||||||||||||
| International Farming | 14.8 | 9.1 | 20.5 | 13.2 | ||||||||||||||||||
| Blueberries | 5.4 | 4.5 | 57.2 | 56.6 | ||||||||||||||||||
| Total net sales | $ | 450.0 | $ | 357.7 | $ | 1,019.5 | $ | 1,072.2 | ||||||||||||||
Net sales increased $92.3 million or 26% in the three months ended July 31, 2026 compared to the same period last year, primarily driven by our Marketing & Distribution segment, where an increase in avocado volume sold of 38%, partially offset by a decrease in per-unit avocado sales prices of 9%. Volume increased from the integration of the acquired Calavo operation as well as the impact of increased Mexican avocado supply due to higher yields in the current year.
Net sales decreased $52.7 million or 5% in the nine months ended July 31, 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 25% was partially offset by an increase in avocado volume sold of 23%. Volume increased from the integration of the acquired Calavo operation as well as the impact of 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 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.
| Three Months Ended July 31, | Nine Months Ended July 31, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Gross profit (in millions) | $ | 44.7 | $ | 45.1 | $ | 96.8 | $ | 105.0 | ||||||||||||||
| Gross profit as a percentage of sales | 9.9 | % | 12.6 | % | 9.5 | % | 9.8 | % | ||||||||||||||
Gross profit decreased $0.4 million or 1% for the three months ended July 31, 2026 compared to the same period last year and gross profit percentage decreased 270 basis points compared to the same period last year, to 9.9% of revenue. In our International Farming segment, gross profit decreased due to lower average sales prices attributed to higher global supply of avocados in the current year. Gross profit in our Marketing and Distribution segment was higher due to the inclusion of Calavo’s post-acquisition results, partially offset by the impact of amortization of certain assets recognized in the business combination. Gross profit improvement in our Blueberries segment was driven by the one-time impact of IEEPA tariff refunds in the current year.
Gross profit decreased $8.2 million or 8% for the nine months ended July 31, 2026, while gross profit percentage decreased compared to the same period last year at 9.5% of revenue. In our International Farming segment gross profit was lower due to lower average sales prices attributed to higher global supply of avocados in the current year. Gross profit improved in our Marketing and Distribution segment due to higher volume resulting from the inclusion of Calavo’s post-acquisition results in the current year. Gross profit in our Blueberries segment was lower due to lower volume and higher per-unit production costs associated with lower yields in the current year, partially offset by one-time impact of IEEPA tariff refunds in the current year.
SG&A
Selling, general and administrative (“SG&A”) expenses primarily include the costs associated with selling, professional fees, general corporate overhead and other related administrative functions.
| Three Months Ended July 31, | Nine Months Ended July 31, | |||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||
| Selling, general and administrative expenses | $ | 31.6 | $ | 24.0 | $ | 74.8 | $ | 67.5 | ||||||||||||||
| Transaction advisory and integration costs | 12.6 | 0.1 | 26.0 | 0.3 | ||||||||||||||||||
SG&A expenses excluding transaction advisory and integration costs increased $7.6 million or 32% and $7.3 million or 11% for the three and nine months ended July 31, 2026, respectively, compared to the same periods last year, driven by the inclusion of expense and amortization of certain assets recognized in the business combination.
Transaction advisory and integration costs are comprised of third-party legal, diligence, severance/retention, and other costs associated with the Calavo acquisition, which was completed on May 28, 2026.
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.
| Three Months Ended July 31, | Nine Months Ended July 31, | |||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||
| Interest expense | $ | 5.1 | $ | 2.4 | $ | 8.7 | $ | 7.1 | ||||||||||||||
Interest expense increased $2.7 million or 113% and $1.6 million or 23% in the three and nine months ended July 31, 2026, respectively, compared to the same periods last year, due to higher outstanding debt balances related to the financing of the Calavo acquisition. Interest rates applicable to our credit facility are variable, based on SOFR and a spread depending on our net leverage ratio.
Equity method income
Our material equity method investees include Henry Avocado (“HAC”), Mr. Avocado, Copaltas and Agricola Don Memo (“Don Memo”).
| Three Months Ended July 31, | Nine Months Ended July 31, | |||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||
| Equity method income | $ | 1.9 | $ | 2.0 | $ | 4.7 | $ | 3.7 | ||||||||||||||
Equity method income was flat for the three months ended July 31, 2026 compared to the same period last year. Equity method income increased $1.0 million or 27% in the nine months ended July 31, 2026, compared to the same period last year. Equity method income is mostly comprised of earnings in our investment in HAC.
Other (expense) income, net
Other (expense) income, net consists of interest and dividend income, currency exchange gains or losses, interest rate derivative gains or losses and other miscellaneous income and expense items.
| Three Months Ended July 31, | Nine Months Ended July 31, | |||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||
| Other (expense) income, net | $ | (2.5) | $ | (0.8) | $ | (4.9) | $ | 0.1 | ||||||||||||||
Other expense increased $1.7 million or 213% in the three months ended July 31, 2026 compared to the same period last year, primarily due to debt restructuring fees incurred in the current year related to the Calavo acquisition.
Other expense was $4.9 million for the nine months ended July 31, 2026 compared to other income of $0.1 million for the same period last year. The change was attributed to debt restructuring fees incurred in the current year related to the Calavo acquisition and greater foreign currency transaction losses resulting from more pronounced weakening of the U.S. dollar relative to the Mexican peso in the current 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 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. Such positions are then measured based on the largest outcome that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties are recognized within the 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.
| Three Months Ended July 31, | Nine Months Ended July 31, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Provision for income taxes (in millions) | $ | 0.6 | $ | 5.3 | $ | 0.4 | $ | 10.2 | ||||||||||||||
| Effective tax rate | (11.5) | % | 26.8 | % | (3.1) | % | 30.1 | % | ||||||||||||||
The provision for income taxes decreased $4.7 million or 89% for the three months ended July 31, 2026 compared to the same period last year and decreased $9.8 million or 96% for the nine months ended July 31, 2026 compared to the same period last year. The provisions were impacted by the effect of lower income before taxes in the current year, partially offset by a discrete Mexican transfer tax charge of $1.8 million related to the acquisition of Calavo assets in Mexico. Our effective tax rate was also impacted by book losses in jurisdictions where either a full valuation allowance has been recorded or where loss carryforward is disallowed in both years.
Non-GAAP Measure
Adjusted EBITDA
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 advisory and integration costs, material legal settlements, amortization of inventory assets 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.
| Three Months Ended July 31, | Nine Months Ended July 31, | |||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||
| Net (loss) income | $ | (5.8) | $ | 14.5 | $ | (13.3) | $ | 23.7 | ||||||||||||||
Interest expense(1) | 5.1 | 2.4 | 8.7 | 7.1 | ||||||||||||||||||
| Provision for income taxes | 0.6 | 5.3 | 0.4 | 10.2 | ||||||||||||||||||
Depreciation and amortization(2) | 14.9 | 8.4 | 30.8 | 24.1 | ||||||||||||||||||
| Equity method income | (1.9) | (2.0) | (4.7) | (3.7) | ||||||||||||||||||
| Stock-based compensation | 1.7 | 1.7 | 4.5 | 5.6 | ||||||||||||||||||
| Losses on asset impairment and disposals | 1.0 | 1.1 | 1.0 | 2.9 | ||||||||||||||||||
| Farming costs for nonproductive orchards | 0.5 | 0.5 | 1.4 | 1.3 | ||||||||||||||||||
| Recognition of deferred ERP costs | — | 0.6 | — | 1.7 | ||||||||||||||||||
| Amortization of inventory adjustment recognized from business combination | 5.2 | — | 5.2 | — | ||||||||||||||||||
| Transaction advisory and integration costs | 12.6 | 0.1 | 26.0 | 0.3 | ||||||||||||||||||
Supply chain optimization costs(3) | — | (0.5) | — | 0.2 | ||||||||||||||||||
Tariffs(4) | (4.0) | — | (4.0) | 1.1 | ||||||||||||||||||
| Other expense (income), net | 2.5 | 0.8 | 4.9 | (0.1) | ||||||||||||||||||
| Adjusted EBITDA before adjustment for noncontrolling interest | 32.4 | 32.9 | 60.9 | 74.4 | ||||||||||||||||||
Noncontrolling interest(5) | — | (0.3) | (2.9) | (5.0) | ||||||||||||||||||
| Total adjusted EBITDA | $ | 32.4 | $ | 32.6 | $ | 58.0 | $ | 69.4 | ||||||||||||||
(1)Includes interest expense from finance leases, the most significant of which is for land at our Blueberries segment of $0.5 million for both the three months ended July 31, 2026 and 2025 and $1.5 million for both the nine months ended July 31, 2026 and 2025.
(2)Includes depreciation and amortization of purchase accounting assets of $2.2 million and zero for the three months ended July 31, 2026 and 2025, respectively, and $2.5 million and $0.8 million for nine months ended July 31, 2026 and 2025, respectively. Includes $0.3 million of amortization of the Blueberries finance lease for both the three months ended July 31, 2026 and 2025 and $0.7 million for both the nine months ended July 31, 2026 and 2025. Includes accelerated depreciation related to supply chain optimization
(3)Represents accelerated amortization of operating lease right-of-use assets, early lease termination costs and severance costs incurred, recognized in cost of sales.
(4)For the nine months ended July 31, 2025, amount 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. For the three and nine months ended July 31, 2026, amount represents actual and estimated refunds of IEEPA tariffs that were paid in the prior year that are primarily related to our Blueberries operation.
(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.
Segment Results of Operations
Net sales
| Marketing & Distribution | Prepared Foods | International Farming | Blueberries | Total | |||||||||||||||||||||||||
| (In millions) | Three Months Ended July 31, 2026 | ||||||||||||||||||||||||||||
| Third party sales | |||||||||||||||||||||||||||||
Recent insider activity
| Date | Insider | Role | Action | Shares | Price | Value |
|---|---|---|---|---|---|---|
| 2026-09-18 | Barnard Stephen J indirect | Executive Chairman | Sell | -35,562 ×2 | $12.55 | -$446,177 |
| 2026-09-14 | Barnard Stephen J indirect | Executive Chairman | Sell | -66,496 ×2 | $13.02 | -$865,461 |
| 2026-09-11 | Barnard Stephen J indirect | Executive Chairman | Sell | -15,000 | $13.10 | -$196,500 |
| 2026-06-30 | Pack Jay A | Director | Buy | +40,000 | $12.10 | $484,000 |
| 2026-06-29 | Giles Bryan E | CHIEF FINANCIAL OFFICER | Sell | -5,000 | $12.13 | -$60,650 |
Source: SEC Form 4 filings.
Next expected filings
- ~2026-12-17 10-K expected by 2026-12-26 (in 86 days)
- ~2027-03-11 10-Q expected by 2027-03-12 (in 170 days)
- ~2027-06-07 10-Q expected by 2027-06-08 (in 258 days)
- ~2027-09-07 10-Q expected by 2027-09-08 (in 350 days)
Predicted from historical filing cadence; not an SEC commitment.
Recent SEC filings
- 2026-09-16 8-K Costs Associated with Exit
- 2026-09-08 8-K Earnings Release; Financial Statements and Exhibits
- 2026-09-08 10-Q Quarterly Report
- 2026-07-10 8-K Other Events
- 2026-06-08 8-K Earnings Release; Other Events; Financial Statements and Exhibits
- 2026-06-08 10-Q Quarterly Report
- 2026-05-29 8-K Completion of Acquisition/Disposition; Officer/Director Change; Regulation FD Disclosure; Financial Statements and Exhibits
- 2026-05-22 8-K Other Events; Financial Statements and Exhibits
- 2026-04-20 8-K Other Events
- 2026-04-15 8-K Other Events
- 2026-04-01 8-K Material Agreement Entered; Material Financial Obligation; Financial Statements and Exhibits
- 2026-03-18 S-4/A S-4/A
- 2026-03-12 10-Q Quarterly Report
- 2026-03-12 8-K Earnings Release; Financial Statements and Exhibits
- 2026-03-09 S-4 Registration (Merger)