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

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.

Macroeconomic environment

On February 1, 2025, the United States imposed 25% tariffs against certain foreign goods, including a 25% tariff on all imports from Mexico. The tariffs were effective March 4 through March 6, 2025, during which we incurred $1.1 million in tariffs on Mexican imports. Due to the abrupt and brief duration of tariff application, we were unable to effectively pass the charges to customers. On March 6, 2025, the United States exempted imports from Mexico satisfying the United States–Mexico–Canada Agreement (USMCA) requirements.

On April 2, 2025, the U.S. imposed a minimum 10% tariff on all foreign imports, effective April 9, 2025. Our imported avocados and mangos are primarily sourced from Mexico and Peru with additional sourcing from various Central and South American countries, some of which are subject to tariff rates higher than 10%. As Mexican fruit is exempted under the USMCA, we are primarily impacted by 10% tariffs on Peruvian fruit. Our International Farming segment cultivates and exports avocados from Peru. Sales of Peruvian fruit are concentrated in the second half of the fiscal year in alignment with the Peruvian avocado harvest season. If we are unable to pass the cost of tariffs to customers, we could experience an adverse impact on gross profit.

If U.S. or global trade policies change again, our costs of foreign fruit could be impacted. It is difficult to predict the impact of future changes. We continue to monitor regulatory changes and their impact on our industry, and are actively strategizing to align our pricing strategy to policy changes.

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 the nine months ended July 31, 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.

(In millions, except for percentages)

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 increased $33.7 million or 10% in the three months ended July 31, 2025 compared to the same period last year, primarily driven by our Marketing & Distribution segment, where avocado volume sold increased 10%, partially offset by a decrease in average per-unit avocado sales prices of 5%. Volume and price movements resulted from higher Peruvian avocado production driven by more favorable weather conditions in the current year and greater availability of Mexican fruit due to harvest disruptions in the previous year.

Net sales increased $191.9 million or 22% in the nine months ended July 31, 2025 compared to the same period last year, primarily driven by our Marketing & Distribution segment, where average per-unit avocado sales prices increased 13% and avocado volume sold increased 5%. The year-to-date volume increase was concentrated in the third quarter due to factors mentioned above. Per-unit avocado sales prices were significantly higher than the prior year through our second fiscal quarter, and were lower in our fiscal third quarter than the same period in the prior year due to higher Peruvian and Mexican fruit availability.

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.

Gross profit increased $8.1 million or 22% in the three months ended July 31, 2025 to $45.1 million, while gross profit percentage increased 120 basis points compared to the same period last year, to 12.6% of revenue. The increase was driven by our International Farming segment where avocado production was significantly higher due to increased yields at our farms.

Gross profit increased $8.3 million or 9% in the nine months ended July 31, 2025 compared to the same period last year, while gross profit percentage decreased 120 basis points to 9.8% of revenue. Gross profit growth was driven by improved avocado and mango yields in our International Farming segment in the current year, partially offset by lower per-unit margins in our Marketing and Distribution segment. Marketing and 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.

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)

SG&A expenses increased $3.9 million or 19% and $8.2 million or 14% in the three and nine months ended July 31, 2025 compared to the same periods last year. The increases were primarily due to higher employee related costs, inclusive of incentive, performance-based stock compensation expense, and higher statutory profit-sharing expense in our International Farming segment associated with performance.

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)

Interest expense decreased $0.8 million or 25% and $2.8 million or 28% in the three and nine months ended July 31, 2025 compared to the same periods last year. The decreases were 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.

Equity method income

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

(In millions)

Equity method income increased $0.3 million or 18% and $1.1 million or 42% in the three and nine months ended July 31, 2025 compared to the same periods last year. Equity method income is mostly comprised of earnings in our investment in Henry Avocado Corporation. The increase in the three month period ended July 31, 2025 was primarily due to higher volumes and per-box margin at Henry Avocado Corporation while the increases for the nine month period ended July 31, 2025 were primarily due to improved margins on fruit sold by Mr. Avocado in China.

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.

(In millions)

23

Other expense was $0.8 million in the three months ended July 31, 2025 compared to other income of $1.3 million for the same period last year. Other income was $0.1 million in the nine months ended July 31, 2025 compared to $1.3 million for the same period last year. Changes in both periods were 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.

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.

The provision for income tax increased $0.8 million or 18% and $0.2 million or 2% in the three and nine months ended July 31, 2025 compared to the same periods last year, primarily due to the effect of higher income before taxes in the current year. Our effective tax rate was impacted by book losses in jurisdictions where either a full valuation allowance has been recorded or where loss carryforward is disallowed in both years.

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 on the 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)

Adjusted EBITDA

(In millions)

(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, 2025 and 2024 and $1.5 million for both the nine months ended July 31, 2025 and 2024.

(2) Includes depreciation and amortization of purchase accounting assets of zero and $0.2 million for the three months ended July 31, 2025 and 2024, respectively, and $0.8 million and $3.5 million nine months ended July 31, 2025 and 2024, respectively. Includes $0.3 million of amortization of the Blueberries finance lease for both the three months ended July 31, 2025 and 2024 and $0.7 million for both the nine months ended July 31, 2025 and 2024. The nine months ended July 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 nine months ended July 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.

Marketing & Distribution

Net sales in our Marketing & Distribution segment increased $22.8 million or 7% and $169.4 million or 20% in the three and nine months ended July 31, 2025 compared to the same periods last year, driven by the avocado volume and price dynamics described above.

Segment adjusted EBITDA decreased $6.8 million or 25% and $13.0 million or 22% in the three and nine months ended July 31, 2025 compared to the same periods last year, primarily due to lower per-unit gross margin on avocados sold and higher SG&A expenses, as described above.

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 $21.6 million or 79% and $31.7 million or 92% in the three and nine months ended July 31, 2025 compared to the same periods last year. Segment adjusted EBITDA increased $7.5 million or 163% and $13.5 million or 711% in the three and nine months ended July 31, 2025 compared to the same periods last 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.

Blueberries

Sales in our Blueberries segment have traditionally been concentrated in the first and fourth quarters of our fiscal year in alignment with the Peruvian blueberry harvest season.

Net sales in our Blueberries segment increased $2.9 million or 181% in the three months ended July 31, 2025 compared to the same period last year, primarily due to an increase in volume produced in our farms and an increase in average per-unit sales price.

Segment adjusted EBITDA increased $0.4 million or 400% for the three months ended July 31, 2025 compared to the same period last year due to higher volume and average per-unit sales price.

Net sales in our Blueberries segment increased $12.5 million or 28% in the nine months ended July 31, 2025 compared to the same period last year, due to a 66% increase in volume, partially offset by a 23% 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 adjusted EBITDA decreased $2.0 million or 21% for the nine months ended July 31, 2025 compared to the same period last year, primarily due to lower per-unit margins attributed to lower selling prices.

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)

Net cash provided by operating activities was $21.4 million for the nine months ended July 31, 2025 compared to $55.4 million for the same period last year. Higher working capital requirements in the current year were due to significantly higher avocado production and harvest timing in the International Farming segment which resulted in higher inventory balances as well as lower payable balances with third-party suppliers and growers.

Investing activities

(In millions)

Property, plant and equipment

(In millions)

In the nine months ended July 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.

Financing activities

(In millions)

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 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. 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)

(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 July 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 July 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 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 $174.6 million as of July 31, 2025, of which, approximately $109.2 million was for long-term land leases in our International Farming and Blueberries segments.

Long-term debt

As of July 31, 2025, outstanding borrowings on our syndicated debt facility totaled $131.8 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.

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.

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 July 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.

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 and “Part II, Item 1A. Risk Factors” in the quarterly report on Form 10-Q for the quarter ended January 31, 2025, filed with the SEC on March 10, 2025 . The risks and uncertainties that we face are not limited to those set forth in the 2024 Form 10-K and subsequent quarterly reports. You should carefully consider the risk factors in the 2024 Form 10-K and subsequent reports, 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.