Mission Produce, Inc.
For the period ended Jan 31, 2026. Filed Mar 12, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jan 31, 2026 · Filed Mar 12, 2026
AVO$11.66+1.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-07-31; filed 2025-09-08.
0001802974-25-000037
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-01-31; filed 2026-03-12.
0001802974-26-000022
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 94 previous paragraphs and 90 current paragraphs.
58 unchanged; 18 reworded; 14 added; 18 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 15 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
On January 14, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Calavo Growers, Inc. and its affiliates (“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. Under the terms of the Merger Agreement, Calavo stockholders will receive $14.85 in cash per share and 0.9790 shares of Company common stock for each share of Calavo common stock, totalling approximately $490 million in consideration at the time of the announcement. Changes in Mission Produce’s share price on the date of closing as compared to on the date of the announcement could increase or decrease the total amount of consideration.
Current report
The transaction will enhance Mission’s position in the North American avocado category with expanded supply reliability across Mexico and California. The transaction also represents entry for Mission into the high-growth and attractive prepared food sector, complementing our existing value-add avocado business. The transaction also provides a significant value opportunity for both Mission and Calavo shareholders to realize cost synergies and SG&A savings. The transaction is expected to close in the third fiscal quarter of 2026, subject to the receipt of required regulatory approvals, the approvals of Mission and Calavo shareholders, and the satisfaction of other customary closing conditions.
Current report
Rights Plan
Current report
Additionally, in response to a sudden increase in ownership by an activist investor and in order to provide the Board with time to make informed decisions in the best interests of the Company and its shareholders, on January 21, 2026, the Board adopted a shareholder rights plan (the "Rights Agreement") and declared a dividend of one right in respect of each of the Company’s issued and outstanding shares of common stock (the “Rights”), which would have caused substantial dilution to any person or group acquiring 15 percent or more of the Company’s outstanding common stock without the prior approval of the Board. The Rights Agreement was designed to deter the acquisition of actual, de facto, or negative control of the Company by any person or group without appropriately compensating its Shareholders for that control.
Current report
Gross profit was flat for the three months ended January 31, 2026, while gross profit percentage increased 190 basis points compared to the same period last year, to 11.3% of revenue. Gross profit margin improved in our Marketing and Distribution segment due to higher volumes and improved per-unit margins, while gross profit margin in our Blueberries segment was lower due to lower per-acre yield resulting in higher per-unit fruit production costs.
Current report
SG&A expenses increased $6.9 million or 31% in the three months ended January 31, 2026 compared to the same period last year. The increases were primarily due to transaction advisory costs of $7.0 million associated with the Calavo acquisition, comprised of third-party legal, diligence, and other costs.
Current report
Non-GAAP Measure
Current report
Segment operating income (loss)
Current report
Total segment sales in our International Farming segment increased $1.4 million or 15% in the three months ended January 31, 2026 compared to the same period last year.
Current report
Segment operating income was $0.3 million in the three months ended January 31, 2026 compared to a loss of $0.1 million in the same period last year.
Current report
Total segment sales in our Blueberries segment increased $4.4 million or 12% in the three months ended January 31, 2026 compared to the same period last year, primarily due to increases in average per-unit sales price and volume sold of 9% and 3%, respectively.
Current report
Segment operating income decreased $6.5 million or 86% for the three months ended January 31, 2026 compared to the same period last year due to lower per-acre yield resulting in higher per-unit fruit production costs.
Current report
Net cash used in operating activities was $3.0 million for the three months ended January 31, 2026 compared to $1.2 million for the same period last year. Lower income in the current year was partially offset by lower increases in working capital. Working capital growth in the current year is driven by higher trade receivables associated with higher volumes and timing of sales in the Marketing & Distribution and Blueberries segments, while inventory growth is driven by higher volume in the Marketing & Distribution segment and cultivation of growing crop inventory in our International Farming and Blueberries segments.
Current report
As noted in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Company entered into a Merger Agreement to acquire Calavo Growers. The transaction is expected to be financed by a combination of Mission Produce equity, new long term debt borrowings, and cash on-hand. The debt financing assumes we obtain incremental proceeds from our amended credit facility including a $50 million increase in the revolving line of credit and $250 million of principal term loans. We have obtained lender commitment for the additional indebtedness. See Note 7 to the condensed consolidated financial statements for more information.
Removed paragraphs (18)
Previous report
Macroeconomic environment
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
Supply chain optimization
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
(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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Reworded paragraphs (18)
Previous wording
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.
Current wording
Net sales decreased $55.6 million or 17% in the three months ended January 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 30% was partially offset by an increase in avocado volume sold of 14%. Volume and price movements were driven by increased Mexican avocado supply due to higher yields in the current year.
Previous wording
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.
Current wording
Interest expense decreased $0.5 million or 23% in the three months ended January 31, 2026 compared to the same period last year. The decrease was 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.
Previous wording
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.
Current wording
Equity method income increased $0.7 million or 88% in the three months ended January 31, 2026 compared to the same period last year. Equity method income is mostly comprised of earnings in our investment in Henry Avocado Corporation.
Previous wording
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.
Current wording
Other expense was $1.3 million in the three months ended January 31, 2026 compared to other income of $1.5 million for the same period last year. Changes were primarily attributed to foreign currency transaction losses (gains) resulting from the weakening of the U.S. dollar relative to the Mexican peso in the current year as opposed to the strengthening of the U.S. dollar relative to the Mexican Peso in the prior year.
Previous wording
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.
Current wording
The provision for income tax decreased $2.1 million or 66% in the three months ended January 31, 2026 compared to the same period last year, primarily due to the effect of lower 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.
Previous wording
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.
Current wording
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 costs, material legal settlements, amortization of inventory adjustments recognized from business combinations, and any special, non-recurring, or one-time items such as remeasurements or impairments, and any portion of these items attributable to the noncontrolling interest. We believe that adjusted EBITDA provides useful information for analyzing the underlying business results as well as allowing investors a means to evaluate the financial results of each reportable segment in relation to the Company as a whole. This measure is not in accordance with, nor is it a substitute for or superior to, the comparable GAAP financial measure.
Previous wording
(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.
Current wording
(1)Includes interest expense from finance leases, the most significant of which is for land at our Blueberries segment of $0.5 million for boththe three months ended January 31, 2026 and 2025.
Previous wording
(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.
Current wording
(2)Includes depreciation and amortization of purchase accounting assets of $0.2 million and $0.3 million for the three months ended January 31, 2026 and 2025, respectively. Includes $0.2 million of amortization of the Blueberries finance lease for both the three months ended January 31, 2026 and 2025. 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.
Previous wording
(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.
Current wording
(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.
Previous wording
(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.
Current wording
(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.
Previous wording
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.
Current wording
Total segment sales in our Marketing & Distribution segment decreased $61.0 million or 21% in the three months ended January 31, 2026 compared to the same period last year, driven by the avocado volume and price dynamics described above.
Previous wording
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.
Current wording
Segment operating income decreased $0.7 million or 39% in the three months ended January 31, 2026 compared to the same period last year. Higher volume and per-unit gross margin was offset by higher SG&A costs, including transaction advisory costs as described above.
Previous wording
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.
Current wording
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, operating income 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.
Previous wording
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.
Current wording
In the three months ended January 31, 2026 and 2025, capital expenditures were comprised primarily of avocado orchard development, pre-production orchard maintenance and land improvements, packhouse construction in Guatemala and pre-production land development and blueberry plant cultivation in Peru. The three months ended January 31, 2026 also included construction costs associated with increasing capacity in our Mexican packing operations.
Previous wording
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.
Current wording
Capital resources include cash flows from operations, cash and cash equivalents, and debt financing. Our Blueberries segment may also receive capital contributions or loans from shareholders.
Previous wording
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.
Current wording
We have various capital projects in progress for farming expansion and facility improvements which we intend to fund through our operating cash flow as well as cash and cash equivalents on hand. For fiscal 2026, we expect total capital expenditures to be approximately $40 million. The spend will be allocated primarily to our International Farming and Blueberries segments. Within our International Farming segment, spend will be concentrated in Guatemala for pre-production avocado orchard maintenance. Within our Blueberries segment, spend will be concentrated on land development and plant cultivation in Peru.
Previous wording
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.
Current wording
We are party to various leases, the most material of which are for facilities and land. Our undiscounted cash liabilities were approximately $170.5 million as of January 31, 2026, of which, approximately $107.6 million was for long-term land leases in our International Farming and Blueberries segments.
Previous wording
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.
Current wording
As of January 31, 2026, outstanding borrowings on our syndicated debt facility totaled $100.2 million. See Note 6 to the condensed consolidated financial statements for more information.