Listed

Mission Produce, Inc.: Form 10-Q for the period ended Jan 31, 2025

Filed with the SEC on Mar 10, 2025 and accepted by EDGAR at Mar 10, 2025, 20:12 ET.

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Management's discussion and analysis

As filed, 30,207 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

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 and a small amount of 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.

Supply chain optimization

As previously announced, 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 $1.4 million in charges during the quarter, consisting of accelerated depreciation expense of property, plant and equipment, accelerated amortization expense of operating lease right-of-use assets and severance costs. Distribution 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: 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.

(In millions, except for percentages)

Three Months Ended January 31, 2025 Dollars% 2024 Dollars%
Net sales $334.2 100% $258.7 100%
Cost of sales 302.7 91% 230.0 89%
Gross profit 31.5 9% 28.7 11%
Selling, general and administrative expenses 22.2 7% 20.7 8%
Operating income 9.3 3% 8.0 3%
Interest expense (2.2) (1)% (3.3) (1)%
Equity method income 0.8 —% 0.4 —%
Other income (expense), net 1.5 —% (1.0) —%
Income before income taxes 9.4 3% 4.1 2%
Provision for income taxes 3.2 1% 2.1 1%
Net income 6.2 2% 2.0 1%
Less: Net income attributable to noncontrolling interest 2.3 1% 2.0 1%
Net income attributable to Mission Produce $3.9 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 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.

(In millions)

Net sales by segment: Three Months Ended January 31, 2025 2024
Marketing & Distribution $295.8 $224.6
International Farming 2.0 1.6
Blueberries 36.4 32.5
Total net sales $334.2 $258.7

Net sales increased $75.5 million or 29% in the three months ended January 31, 2025 compared to the same period last year, primarily driven by our Marketing & Distribution segment, where average per-unit avocado sales prices increased 25% and avocado volume sold increased 5%. Consumer demand outpaced supply, driven by constraints on Mexican fruit availability. Blueberry revenue increased by $3.9 million or 12% during the period. The revenue growth was driven by an approximate 70% increase in blueberry volume sold, substantially offset by a 33% decrease in average per-unit sales price. Higher volumes were driven by both increased total acreage and 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.

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.

On February 1, 2025, President Trump signed executive orders to impose 25% tariffs against certain foreign goods, including a 25% tariff on all imports from Mexico. The tariffs became effective on March 4, 2025. On March 6, 2025, President Trump made an announcement pausing the tariffs until April 2, 2025. If tariff levies resume, they will likely increase the cost of fruit we import from Mexico, which we may not be able to pass on to our customers.

Three Months Ended January 31, 2025 2024
Gross profit (in millions) $31.5 $28.7
Gross profit as a percentage of sales 9.4% 11.1%

Gross profit increased $2.8 million or 10% in the three months ended January 31, 2025 compared to the same period last year to $31.5 million, driven by our International Farming segment, which benefited from increased packing and cooling service activity that correlated with higher blueberry production volumes, partially offset by lower gross profit in our Marketing & Distribution segment, which was negatively impacted by lower per-unit margins on avocados sold due to challenges in obtaining Mexican supply required to meet customer commitments. Gross profit percentage decreased 170 basis points to 9.4% of revenue, compared to the same period last year. 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.

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.

(In millions)

Three Months Ended January 31, 2025 2024
Selling, general and administrative expenses $22.2 $20.7

SG&A expenses increased $1.5 million or 7% in the three months ended January 31, 2025 compared to the same period last year, primarily due to higher employee related costs, including statutory profit-sharing expense and stock-based compensation expense.

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.

(In millions)

Three Months Ended January 31, 2025 2024
Interest expense $2.2 $3.3

Interest expense decreased $1.1 million or 33% in the three months ended January 31, 2025 compared to the same period last year, due to lower average balances on our revolving line of credit and lower interest rates on our borrowings.

Equity method income

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

(In millions)

Three Months Ended January 31, 2025 2024
Equity method income $0.8 $0.4

Equity method income increased $0.4 million or 100% in the three months ended January 31, 2025 compared to the same period last year, primarily due to improved margins on fruit sold at Mr. Avocado.

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.

(In millions)

Three Months Ended January 31, 2025 2024
Other income (expense), net $1.5 $(1.0)

Other income was $1.5 million in the three months ended January 31, 2025 compared to expense of $1.0 million for the same period last year. Other income in the current year was driven by foreign currency transaction gains resulting from a strengthening U.S. dollar relative to the Mexican peso during the period, as compared to weakening in the prior year 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.

Three Months Ended January 31, 2025 2024
Provision for income taxes (in millions) $3.2 $2.1
Effective tax rate 34.0% 51.2%

The provision for income tax increased $1.1 million or 52% in the three months ended January 31, 2025 compared to the same period last year, primarily due to the effect of higher income before taxes in the current year. Our effective tax rate in both years was impacted by book losses in jurisdictions where either a full valuation allowance has been recorded or where loss carryforward is disallowed.

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. 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.

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, farming costs for nonproductive orchards (which represents land lease costs), recognition of deferred ERP costs, transaction costs, 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 uses to assess segment performance and results.

Net sales

(In millions)

Marketing & Distribution Three Months Ended January 31, 2025 International Farming Blueberries Total Marketing & Distribution 2024 International Farming Blueberries Total
Third party sales $295.8 $2.0 $36.4 $334.2 $224.6 $1.6 $32.5 $258.7
Affiliated sales — 7.2 — 7.2 — 4.2 — 4.2
Total segment sales 295.8 9.2 36.4 341.4 224.6 5.8 32.5 262.9
Intercompany eliminations — (7.2) — (7.2) — (4.2) — (4.2)
Total net sales $295.8 $2.0 $36.4 $334.2 $224.6 $1.6 $32.5 $258.7

Adjusted EBITDA

(In millions)

Three Months Ended January 31, 2025 2024
Marketing & Distribution adjusted EBITDA $9.7 $11.0
International Farming adjusted EBITDA 1.8 (0.5)
Blueberries adjusted EBITDA 6.2 8.7
Total reportable segment adjusted EBITDA $17.7 $19.2
Net income 6.2 2.0
Interest expense(1) 2.2 3.3
Provision for income taxes 3.2 2.1
Depreciation and amortization(2) 8.7 12.9
Equity method income (0.8) (0.4)
Stock-based compensation 2.0 1.4
Losses on asset impairment and disposals 0.1 0.2
Farming costs for nonproductive orchards 0.5 0.5
Recognition of deferred ERP costs 0.6 0.5
Severance — 1.3
Legal settlement — 0.2
Transaction costs 0.1 —
Canada site closures(3) 0.5 —
Other (income) expense, net (1.5) 1.0
Adjusted EBITDA before adjustment for noncontrolling interest 21.8 25.0
Noncontrolling interest(4) (4.1) (5.8)
Total adjusted EBITDA $17.7 $19.2

(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 January 31, 2025 and 2024.

(2) Includes depreciation and amortization of purchase accounting assets of $0.3 million and $2.9 million for the three months ended January 31, 2025 and 2024, respectively, and $0.2 million of amortization of the Blueberries finance lease for both the three months ended January 31, 2025 and 2024. The three months ended January 31, 2025 also include $0.9 million of accelerated depreciation expense from fixed assets related to the closure of our Canada facilities during the respective quarter. The three months ended January 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 during the respective quarter.

(3) Includes accelerated amortization of operating lease right-of-use assets and severance costs incurred due to the closure of our Canada facilities during the first quarter of 2025, both recognized in cost of sales.

(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 $71.2 million or 32% in the three months ended January 31, 2025 compared to the same period last year, driven by avocado pricing and volume increases as described above.

Segment adjusted EBITDA decreased $1.3 million or 12% in the three months ended January 31, 2025 compared to the same period last year primarily due to the decrease in 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 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 increased $3.4 million or 59% in the three months ended January 31, 2025, compared to the same period last year and segment adjusted EBITDA increased $2.3 million or 460% in the three months ended January 31, 2025, compared to the same period last year. The increases were primarily due to higher volume of blueberry packing service revenue.

Blueberries

Sales in our Blueberries segment have been traditionally 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 February.

Net sales in our Blueberries segment increased $3.9 million or 12% in the three months ended January 31, 2025 compared to the same period last year, driven by blueberry volume and pricing dynamics as described above.

Segment adjusted EBITDA decreased $2.5 million or 29% for the three months ended January 31, 2025 compared to the same period last year, driven by lower per-unit sales prices resulting from increased industry production in the current year.

Liquidity and Capital Resources

Operating activities

Operating cash flows are seasonal in nature. We typically see increases in working capital during the first half of our fiscal year as our supply is predominantly sourced from Mexico under payment terms that are shorter than terms established for other source markets. In addition, we are building our growing crops inventory in our International Farming segment during the first half of the year for ultimate harvest and sale that will occur during the second half of the fiscal year. While these increases in working capital can cause operating cash flows to be unfavorable in individual quarters, it is not indicative of operating cash performance that we expect to realize for the full year.

(In millions)

Three Months Ended January 31, 2025 2024
Net income $6.2 $2.0
Depreciation and amortization 8.7 12.9
Equity method income (0.8) (0.4)
Noncash lease expense 1.8 1.5
Stock-based compensation 2.0 1.4
Dividends received from equity method investees — 3.2
Deferred income taxes — (0.8)
Other (0.5) 1.2
Changes in working capital (18.6) (11.5)
Net cash (used in) provided by operating activities $(1.2) $9.5

Net cash used in operating activities was $1.2 million for the three months ended January 31, 2025, compared to cash provided of $9.5 million in the same period last year, driven largely by growth in working capital. In the current year, working capital was driven by higher inventory and receivable balances in our Marketing & Distribution segment that correlated with high avocado unit prices, while increased productive acreage has increased growing crop inventory in our International Farming and Blueberries segments.

Investing activities

(In millions)

Three Months Ended January 31, 2025 2024
Purchases of property, plant and equipment $(14.8) $(9.9)
Other (0.1) —
Net cash used in investing activities $(14.9) $(9.9)

Property, plant and equipment

(In millions)

Purchases of property, plant and equipment by segment: Three Months Ended January 31, 2025 2024
Marketing & Distribution $0.9 $3.0
International Farming 7.9 3.9
Blueberries 6.0 3.0
Total purchases of property, plant and equipment $14.8 $9.9

In the three months ended January 31, 2025 and 2024, 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. The three months ended January 31, 2024 also included distribution facility construction costs in the UK in our Marketing & Distribution segment.

Financing activities

(In millions)

Three Months Ended January 31, 2025 2024
Borrowings on revolving credit facility $15.0 $15.0
Payments on revolving credit facility (10.0) (10.0)
Repayment of short-term borrowings (3.5) (2.8)
Principal payments on long-term debt obligations (0.8) (0.9)
Principal payments on finance lease obligations (0.1) (2.3)
Payments for long-term supplier financing (0.3) (0.3)
Principal payments on loans due to noncontrolling interest holder — (0.5)
Payments of minimum withholding taxes on net share settlement of equity awards (1.3) (0.7)
Exercise of stock options 0.3 —
Purchase and retirement of common stock (0.3) —
Net cash used in financing activities $(1.0) $(2.5)

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.

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. For more information on our stock repurchase program, see “Item 2. Unregistered Sales of Equity Securities and Use of Proceeds” in this quarterly report.

Capital resources

(In millions)

January 31, 2025 October 31, 2024
Cash and cash equivalents $40.1 $58.0
Working capital(1) 127.5 129.9

(1) Current assets minus current liabilities.

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 January 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 January 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 2025, we expect total capital expenditures inclusive of approximately $10 million carryover from fiscal 2024, 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 $174.3 million as of January 31, 2025, of which, approximately $107.4 million was for long-term land leases in our International Farming and Blueberries segments.

Long-term debt

As of January 31, 2025, remaining maturities on our term loans were $118.2 million. See Note 6 to the consolidated financial statements for more information.

Critical accounting estimates

For a discussion of our critical accounting estimates, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Operations” in our Annual Report on Form 10-K for the year ended October 31, 2024, filed with the SEC on December 19, 2024. There have been no material changes to the critical accounting estimates disclosed in such Annual Report on Form 10-K.

Market risk

As filed, 188 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

There have been no material changes to “Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended October 31, 2024.

Controls and procedures

As filed, 2,205 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended January 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected.

Risk factors

As filed, 8,276 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

For a discussion of our risk factors, see “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended October 31, 2024, filed with the SEC on December 19, 2024. With the exception of the risk factors set forth below, which update the risk factors disclosed in such Annual Report on Form 10-K, there have been no material changes from the risk factors previously disclosed therein. The risks and uncertainties that we face are not limited to those set forth in the 2024 Form 10-K and in this quarterly report. You should carefully consider the risk factors in the 2024 Form 10-K, together with the other information contained in this quarterly report on Form 10-Q, including our financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before making a decision to purchase or sell shares of our common stock. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business and the trading price of our common stock.

Changes to U.S. trade policy, tariff and import/export regulations may adversely affect our operating results.

Changes in U.S. or international social, political, regulatory and economic conditions or in laws and policies governing foreign trade, development and investment in the territories or countries where we currently conduct our business, as well as any negative sentiment toward the U.S. as a result of such changes, could adversely affect our business. The U.S. has instituted or proposed changes in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S. and other countries where we conduct our business.

On February 1, 2025, President Trump signed executive orders to impose 25% tariffs against certain foreign goods, including a 25% tariff on all imports from Mexico. Some foreign governments, including Mexico, have threatened retaliatory tariffs on certain U.S. products. The tariffs became effective on March 4, 2025. On March 6, 2025, President Trump made an announcement pausing the tariffs until April 2, 2025. If tariff levies resume, they will likely increase the cost of fruit we import from Mexico, which we may not be able to pass on to our customers. Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect our financial performance.

As a result of policy changes and government proposals, there may be greater restrictions and economic disincentives on international trade. The new tariffs and other changes in U.S. trade policy could trigger retaliatory actions by affected countries, and foreign governments have instituted or are considering imposing trade sanctions on U.S. goods. Such changes have the potential to

adversely impact the U.S. economy or sectors thereof, our industry and the global demand for our products, and as a result, could have a negative impact on our business, financial condition and results of operations. Further, actions we take to adapt to new tariffs or trade restrictions may cause us to modify our operations or forgo business opportunities.

Compliance with environmental laws and regulations, including laws pertaining to the use of herbicides, fertilizers and pesticides or climate change, or liabilities thereunder, could result in significant costs that adversely impact our business, results of operations, financial position, cash flows and reputation.

We are subject to a variety of federal, state, local and foreign laws and regulations relating to environmental matters. In particular, our business depends on the use of herbicides, fertilizers, pesticides and other agricultural products and the use and disposal of these products in some jurisdictions are subject to regulation by various agencies. These laws and regulations may require that only certified or professional users apply the product or that certain products only be used in certain types of locations. These laws and regulations may also require users to post notices on properties at which products have been or will be applied, notification to individuals in the vicinity that products will be applied in the future, or labeling of certain products or may restrict or ban the use of certain products. We can give no assurance that we can prevent violations of these or other laws and regulations from occurring. If we fail to comply with these laws and regulations, we could be subject to, among other things, substantial penalties or fines, partial or complete cessation of our operations or a ban on the sale of part or all of our products in a jurisdiction. Even if we are able to comply with all such laws and regulations and obtain all necessary registrations and licenses, we cannot guarantee that the herbicides, fertilizers, pesticides or other products we apply, or the manner in which we apply them, will not be alleged to cause injury to the environment, people or animals, or that such products will not be restricted or banned in certain circumstances. A decision by a regulatory agency to significantly restrict the use of or ban such products that have traditionally been used in the cultivation of one of our principal products could have an adverse impact on us. Under the Federal Insecticide, Fungicide and Rodenticide Act, the Federal Food, Drug and Cosmetic Act and the Food Quality Protection Act of 1996, the U.S. Environmental Protection Agency, or EPA, undertakes a series of regulatory actions relating to the evaluation and use of pesticides in the food industry. Similar regulations in the EU and Asia govern the pesticide approval and use process. Actions regarding the availability and use of herbicides, fertilizers, pesticides and other agricultural products, the costs of compliance, consequences of non-compliance, remediation costs and liabilities, unfavorable public perceptions of such products or products liability lawsuits could have a material adverse effect on our business, results of operations, financial position, cash flows and reputation.

There has been a broad range of proposed and promulgated state, national, local and international regulation aimed at reducing the effects of climate change. Such regulations apply or could apply in countries where we conduct operations or have interests or could conduct operations or have interests in the future. In the United States, there is a significant possibility that some form of regulation will be enacted at the federal level to address the effects of climate change. Such regulation could take several forms that could result in additional costs in the form of taxes, the restriction of output, investments of capital to maintain compliance with laws and regulations, or required acquisition or trading of emission allowances. Climate change regulation continues to evolve, and while it is not possible to accurately estimate either a timetable for implementation or our future compliance costs relating to implementation, such regulation could have a material effect on our business, results of operations, financial position or capital expenditures. To the extent that climate change affects our farms, including their water supply, our ability to grow crops could be harmed.

Environmental regulations and other expectations are not uniform, and may be inconsistently interpreted or applied, which can increase the complexity and costs of compliance as well as any associated litigation or enforcement risks. Many of our environmental initiatives, including disclosures, are informed by methodologies, standards, and data that continue to evolve, are subject to varying interpretations, and are often subject to factors outside of our control. As with other companies, our approach to environmental matters evolves over time as well, and we cannot guarantee that our approach will align with the expectations or preferences of any particular stakeholder.

Figures reported in this filing

Standardized line items from the XBRL in this filing, for the period ended 2025-01-31. Comparative periods it repeats are left out.

Figures reported in this filing
Line itemPeriodValueXBRL concept
Revenue3 months2024-11-01 to 2025-01-31$334.2mus-gaap:RevenueFromContractWithCustomerExcludingAssessedTax
Cost of revenue3 months2024-11-01 to 2025-01-31$302.7mus-gaap:CostOfGoodsAndServicesSold
Gross profit3 months2024-11-01 to 2025-01-31$31.5mus-gaap:GrossProfit
Selling, general and administrative3 months2024-11-01 to 2025-01-31$22.2mus-gaap:SellingGeneralAndAdministrativeExpense
Operating income3 months2024-11-01 to 2025-01-31$9.3mus-gaap:OperatingIncomeLoss
Interest expense3 months2024-11-01 to 2025-01-31$2.2mus-gaap:InterestExpenseNonoperating
Income tax3 months2024-11-01 to 2025-01-31$3.2mus-gaap:IncomeTaxExpenseBenefit
Net income3 months2024-11-01 to 2025-01-31$3.9mus-gaap:NetIncomeLoss
Diluted EPS3 months2024-11-01 to 2025-01-31$0.05us-gaap:EarningsPerShareDiluted
Basic EPS3 months2024-11-01 to 2025-01-31$0.06us-gaap:EarningsPerShareBasic
Diluted shares (weighted)3 months2024-11-01 to 2025-01-3171,384,445 sharesus-gaap:WeightedAverageNumberOfDilutedSharesOutstanding
Operating cash flow3 months2024-11-01 to 2025-01-31−$1.2mus-gaap:NetCashProvidedByUsedInOperatingActivities
Capital expenditure3 months2024-11-01 to 2025-01-31$14.8mus-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Share repurchases3 months2024-11-01 to 2025-01-31$300.0kus-gaap:PaymentsForRepurchaseOfCommonStock
Cash and equivalentsAt period end2025-01-31$40.1mus-gaap:CashAndCashEquivalentsAtCarryingValue
Current assetsAt period end2025-01-31$297.2mus-gaap:AssetsCurrent
Total assetsAt period end2025-01-31$997.8mus-gaap:Assets
Current liabilitiesAt period end2025-01-31$169.7mus-gaap:LiabilitiesCurrent
Total liabilitiesAt period end2025-01-31$414.9mus-gaap:Liabilities
Long-term debtAt period end2025-01-31$114.9mus-gaap:LongTermDebtNoncurrent
Current portion of debtAt period end2025-01-31$3.0mus-gaap:LongTermDebtCurrent
Short-term borrowingsAt period end2025-01-31$0us-gaap:ShortTermBorrowings
Shareholders' equityAt period end2025-01-31$550.8mus-gaap:StockholdersEquity

Source: SEC EDGAR, the filing index for accession 0001802974-25-000006. Last ingested by Listed: Oct 24, 2026, 15:07 ET. Listed shows no prices and gives no investment advice.