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Mission Produce, Inc.

For the period ended Jul 31, 2026. Filed Sep 8, 2026.

View on SEC.gov

About this filing

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.

Jul 31, 2026 · Filed Sep 8, 2026

AVO$11.66+1.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-04-30; filed 2026-06-08.

0001802974-26-000033

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-07-31; filed 2026-09-08.

0001802974-26-000043

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The 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 109 previous paragraphs and 107 current paragraphs.

57 unchanged; 32 reworded; 17 added; 19 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 16 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 (17)

Current report

•Prepared Foods. Includes prepared products, such as packaged guacamole and salsas, sold to retail and foodservice customers. This segment is equivalent to the acquired “Prepared Foods” business of Calavo.

Current report

Subsequently, the U.S. Customs and Border Protection (CBP) has created the Consolidated Administration and Processing of Entries (CAPE) system to administer refunds for tariffs imposed under IEEPA. The system was released in phases corresponding to different classes of claims. During the third fiscal quarter of 2026, we submitted or have developed a plan to submit approximately $12.5 million in claims. As a portion of the refunds have been received during the third quarter, we believe the remainder of the claims are realizable. Refunds and receivables for refund claims have been recognized as allowances against revenue and cost of sales based on the nature of the settlements. We are monitoring the situation closely for any changes to the ability to recover refunds.

Current report

Gross profit decreased $0.4 million or 1% for the three months ended July 31, 2026 compared to the same period last year and gross profit percentage decreased 270 basis points compared to the same period last year, to 9.9% of revenue. In our International Farming segment, gross profit decreased due to lower average sales prices attributed to higher global supply of avocados in the current year. Gross profit in our Marketing and Distribution segment was higher due to the inclusion of Calavo’s post-acquisition results, partially offset by the impact of amortization of certain assets recognized in the business combination. Gross profit improvement in our Blueberries segment was driven by the one-time impact of IEEPA tariff refunds in the current year.

Current report

SG&A expenses excluding transaction advisory and integration costs increased $7.6 million or 32% and $7.3 million or 11% for the three and nine months ended July 31, 2026, respectively, compared to the same periods last year, driven by the inclusion of expense and amortization of certain assets recognized in the business combination.

Current report

Total segment sales in our Marketing & Distribution segment increased $70.2 million or 20% in the three months ended July 31, 2026, compared to the same period last year, due to an increase in avocado volume sold of 38%, partially offset by a decrease in per-unit avocado sales prices of 9%. Volume increased from the integration of the acquired Calavo operation as well as the impact of increased Mexican avocado supply due to higher yields in the current year.

Current report

Segment operating income decreased $13.4 million or 92% in the three months ended July 31, 2026 compared to the same period last year. The decrease was driven primarily by higher transaction advisory and integration costs. Higher gross margin was largely offset by higher SG&A costs, both of which were attributed to the inclusion of Calavo post-acquisition results. Segment operating income also included the amortization of certain assets recognized in the business combination.

Current report

Total segment sales in our Marketing & Distribution segment decreased $76.1 million or 8% in the nine months ended July 31, 2026 compared to the same period last year, driven by a decrease in per-unit avocado sales prices of 25%, partially offset by an increase in avocado volume sold of 23%. Volume increased from the integration of the acquired Calavo operation as well as the impact of increased Mexican avocado supply due to higher yields in the current year.

Current report

Segment operating loss was $1.6 million in the nine months ended July 31, 2026 compared to income of $23.9 million in the same period last year, due to the same factors impacting the quarter.

Current report

Total segment sales in the Prepared Foods segment were $15.5 million for both the three and nine months ended July 31, 2026. These amounts only include sales after the acquisition of Calavo.

Current report

Segment operating loss was $4.1 million for both the three and nine months ended July 31, 2026. Segment operating loss included the impact of amortization of inventory assets recognized in the business combination.

Current report

Total segment sales in our International Farming segment decreased $3.2 million or 7% in the three months ended July 31, 2026, compared to the same period last year. Segment operating income decreased $5.6 million or 84% in the three months ended July 31, 2026 compared to the same period last year. Performance was impacted by lower average sales prices attributed to higher global supply of avocados in the current year.

Current report

Total segment sales in our International Farming segment decreased $2.2 million or 3% in the nine months ended July 31, 2026 compared to the same period last year. Segment operating loss was $2.5 million in the nine months ended July 31, 2026 compared to income of $5.3 million for the same period last year due primarily to the same factors described for the quarter.

Current report

Total segment sales in our Blueberries segment increased $0.9 million or 20% in the three months ended July 31, 2026 compared to the same period last year. Segment operating income was $2.4 million for the three months ended July 31, 2026 compared to a loss of $0.2 million for the same period last year. Performance during the quarter was driven primarily by the IEEPA tariff refunds, which more than offset decreases in volume sold and average per-unit sales prices.

Current report

We believe that our cash and cash equivalents on hand, expected cash flows from operations, and availability under our syndicated credit facility will be sufficient to fulfill our obligations, working capital requirements, and capital expenditures for the next 12 months and beyond.

Current report

Business combinations. We account for business combinations under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, which requires an allocation of the consideration paid, if any, to the identifiable assets, intangible assets and liabilities based on the estimated fair values as of the acquisition date. Goodwill represents the excess of the sum of the fair value, over the net of the acquisition-date values of the identifiable assets and liabilities assumed and fair value of noncontrolling interest. Management estimates the fair value of assets and liabilities with the assistance of a third-party specialist, using a combination of the market, income and cost valuation methods, depending on the account being valued. Material accounts requiring management judgment included: intangible assets, property plant and equipment, and long-term VAT receivable with the Mexican government. These valuation methods use inputs that are estimated by management, such as revenue forecasts, projected capital spend and estimates for cost of sales. The fair value of Mexican VAT receivables was valued using a probability-weighted expected return. The Company may adjust the amounts recognized for a business combination within the allowable one-year measurement period after the acquisition date. Any such adjustments would generally be recorded as increases or decreases to the goodwill recognized in the transaction.

Current report

Calavo Mexican tax matters. We have recorded a provision of approximately $27.1 million as of July 31, 2026, for uncertain tax positions, representing our best estimate of the potential outcome related to the 2013 tax assessment, based on a cumulative probability analysis. This estimate incorporates assumptions regarding non-deductible expenses, penalties, interest, inflationary adjustments, and other factors. Future changes in legal interpretations, court rulings, or settlement negotiations could have a material impact on this provision. We also have Mexican VAT receivables totaling approximately $25.7 million as of July 31, 2026. The estimate assumes that the supporting documentation for our tax structure will be upheld, and that administrative appeals or legal processes will ultimately result in collection of these receivables. We believe it is probable that the SAT will ultimately authorize the refund of the remaining VAT amounts, although delays in the appeals process, adverse rulings, or changes in tax enforcement practices could materially impact the timing and amount of recovery. Given the uncertainties associated with these matters, even small changes in assumptions or legal interpretations could significantly affect the reported amounts. We continue to monitor developments, and any material changes will be reflected in future periods as they occur.
Removed paragraphs (19)

Previous report

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

Previous report

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

Previous report

Gross profit decreased $7.9 million or 28% for the three months ended April 30, 2026 compared to the same period last year and gross profit percentage decreased 50 basis points compared to the same period last year, to 7.0% of revenue. Gross profit in our Marketing and Distribution segment was lower due to high availability of Mexican avocado supply which drove low per-unit avocado selling prices and margins. In our International Farming segment gross profit was lower due to higher per-unit mango production costs and lower volume of blueberry packaging and storage services.

Previous report

SG&A expenses excluding transaction advisory costs for the three and six months ended April 30, 2026 were flat compared to the same periods last year.

Previous report

Total segment sales in our Marketing & Distribution segment decreased $85.3 million or 24% in the three months ended April 30, 2026, compared to the same period last year. Lower per-unit avocado selling prices associated with high market supply conditions in the current year were partially offset by higher avocado volume sold.

Previous report

Segment operating loss was $3.8 million in the three months ended April 30, 2026 compared income of $7.6 million in the same period last year. The decrease was driven by lower per-unit margin well as higher transaction advisory costs.

Previous report

Total segment sales in our Marketing & Distribution segment decreased $146.3 million or 22% in the six months ended April 30, 2026 compared to the same period last year, driven by the avocado volume and price dynamics described above.

Previous report

Segment operating loss was $2.7 million in the six months ended April 30, 2026 compared income of $9.4 million in the same period last year. The decrease in operating profit was driven by transaction advisory cots in the current year.

Previous report

Segment operating loss was $3.9 million in the three months ended April 30, 2026 compared to $1.3 million in the same period last year. The higher operating loss was due to higher per-unit mango production costs and lower volume of blueberry packaging and storage services.

Previous report

Total segment sales in our International Farming segment increased $1.0 million or 6% in the six months ended April 30, 2026 compared to the same period last year.

Previous report

Segment operating loss was $3.6 million in the six months ended April 30, 2026 compared to $1.4 million in the same period last year due to the same factors described above.

Previous report

Segment operating income for the three months ended April 30, 2026 was flat compared to the same period last year.

Previous report

Total segment sales in our Blueberries segment in the six months ended April 30, 2026 were flat compared to the same period last year, as increases in average per-unit sales price of 12% were offset by a decrease in volume sold of 11%.

Previous report

On April 1, 2026, we entered into an Amended and Restated Credit Agreement with Bank of America and other syndicate lenders, which amends and restates that certain credit agreement, dated as of October 11, 2018 (as amended and restated). The credit agreement provides senior secured credit facilities in an aggregate principal amount of $550 million, consisting of:

Previous report

•a $200 million revolving facility (the “Revolving Facility”)

Previous report

•a $200 million term loan facility, $150 million of which was drawn on the Calavo acquisition funding date of May 28, 2026, subsequent to the quarter ended April 30, 2026 (the “Term A-1 Facility”); and

Previous report

•a $150 million term loan facility, $100 million of which was drawn on the Calavo acquisition funding date (the “Term A-2 Facility” and, together with the Term A-1 Facility, the “Term Loan Facilities”; the Term Loan Facilities together with the Revolving Facility, the “Senior Credit Facility”).

Previous report

The approximate $465 million acquisition of Calavo was funded with a combination: $250 million of term loan facilities drawn on the closing date of May 28, 2026, approximately $197 million in shares of our common stock, and the remainder with cash on-hand.
Reworded paragraphs (32)

Previous wording

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.

Current wording

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

Previous wording

We have three operating segments which are also reportable segments:

Current wording

We have four operating segments which are also reportable segments:

Previous wording

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

Current wording

•Marketing & Distribution. Our Marketing & Distribution reportable segment sources fruit from growers and then distributes the fruit through our global distribution network. The former “Fresh” business of Calavo is included in this segment.

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

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

Previous wording

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

Current wording

Net sales increased $92.3 million or 26% in the three months ended July 31, 2026 compared to the same period last year, primarily driven by our Marketing & Distribution segment, where an increase in avocado volume sold of 38%, partially offset by a decrease in per-unit avocado sales prices of 9%. Volume increased from the integration of the acquired Calavo operation as well as the impact of increased Mexican avocado supply due to higher yields in the current year.

Previous wording

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

Current wording

Net sales decreased $52.7 million or 5% in the nine months ended July 31, 2026 compared to the same period last year, primarily driven by our Marketing & Distribution segment, where a decrease in per-unit avocado sales prices of 25% was partially offset by an increase in avocado volume sold of 23%. Volume increased from the integration of the acquired Calavo operation as well as the impact of increased Mexican avocado supply due to higher yields in the current year.

Previous wording

Gross profit decreased $7.8 million or 13% for the six months ended April 30, 2026, while gross profit percentage increased 70 basis points compared to the same period last year, to 9.1% of revenue. Gross profit improved in our Marketing and Distribution segment due to higher volume of avocados sold, while gross profit in our Blueberries segment was lower due to higher per-unit production costs associated with lower yields which were partially offset by higher per-unit selling prices.

Current wording

Gross profit decreased $8.2 million or 8% for the nine months ended July 31, 2026, while gross profit percentage decreased compared to the same period last year at 9.5% of revenue. In our International Farming segment gross profit was lower due to lower average sales prices attributed to higher global supply of avocados in the current year. Gross profit improved in our Marketing and Distribution segment due to higher volume resulting from the inclusion of Calavo’s post-acquisition results in the current year. Gross profit in our Blueberries segment was lower due to lower volume and higher per-unit production costs associated with lower yields in the current year, partially offset by one-time impact of IEEPA tariff refunds in the current year.

Previous wording

Transaction advisory costs are comprised of third-party legal, diligence, and other costs associated with the Calavo acquisition, which was completed on May 28, 2026.

Current wording

Transaction advisory and integration costs are comprised of third-party legal, diligence, severance/retention, and other costs associated with the Calavo acquisition, which was completed on May 28, 2026.

Previous wording

Interest expense decreased $0.6 million or 24% and $1.1 million or 23% in the three and six months ended April 30, 2026, respectively, compared to the same periods last year. The decreases were primarily due to lower average balances on our revolving 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 increased $2.7 million or 113% and $1.6 million or 23% in the three and nine months ended July 31, 2026, respectively, compared to the same periods last year, due to higher outstanding debt balances related to the financing of the Calavo acquisition. Interest rates applicable to our credit facility are variable, based on SOFR and a spread depending on our net leverage ratio.

Previous wording

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

Current wording

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

Previous wording

Equity method income increased $0.4 million or 44% and $1.1 million or 65% in the three and six months ended April 30, 2026, respectively, compared to the same periods last year. Equity method income is mostly comprised of earnings in our investment in Henry Avocado Corporation.

Current wording

Equity method income was flat for the three months ended July 31, 2026 compared to the same period last year. Equity method income increased $1.0 million or 27% in the nine months ended July 31, 2026, compared to the same period last year. Equity method income is mostly comprised of earnings in our investment in HAC.

Previous wording

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.

Current wording

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

Previous wording

Other expense increased $0.5 million or 83% in the three months ended April 30, 2026 compared to the same period last year, primarily due to debt restructuring fees incurred in the current year.

Current wording

Other expense increased $1.7 million or 213% in the three months ended July 31, 2026 compared to the same period last year, primarily due to debt restructuring fees incurred in the current year related to the Calavo acquisition.

Previous wording

Other expense was $2.4 million for the six months ended April 30, 2026 compared to other income of $0.9 million for the same period last year. The change was primarily attributed to greater foreign currency transaction losses resulting from more pronounced weakening of the U.S. dollar relative to the Mexican peso in the current year.

Current wording

Other expense was $4.9 million for the nine months ended July 31, 2026 compared to other income of $0.1 million for the same period last year. The change was attributed to debt restructuring fees incurred in the current year related to the Calavo acquisition and greater foreign currency transaction losses resulting from more pronounced weakening of the U.S. dollar relative to the Mexican peso in the current year.

Previous wording

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.

Current wording

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

Previous wording

The benefit for income taxes was $1.3 million compared to a provision for income tax of $1.7 million for the three months ended April 30, 2026 and 2025, respectively. The benefit for income taxes was $0.2 million compared to a provision for income tax of $4.9 million for the six months ended April 30, 2026 and 2025, respectively. The (benefits) provisions were impacted by 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.

Current wording

The provision for income taxes decreased $4.7 million or 89% for the three months ended July 31, 2026 compared to the same period last year and decreased $9.8 million or 96% for the nine months ended July 31, 2026 compared to the same period last year. The provisions were impacted by the effect of lower income before taxes in the current year, partially offset by a discrete Mexican transfer tax charge of $1.8 million related to the acquisition of Calavo assets in Mexico. Our effective tax rate was also impacted by book losses in jurisdictions where either a full valuation allowance has been recorded or where loss carryforward is disallowed in both years.

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, 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.

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 and integration costs, material legal settlements, amortization of inventory assets recognized from business combinations, and any special, non-recurring, or one-time items such as remeasurements or impairments, and any portion of these items attributable to the noncontrolling interest. We believe that adjusted EBITDA provides useful information for analyzing the underlying business results as well as allowing investors a means to evaluate the financial results of each reportable segment in relation to the Company as a whole. This measure is not in accordance with, nor is it a substitute for or superior to, the comparable GAAP financial measure.

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 April 30, 2026 and 2025 and $1.0 million for both the six months ended April 30, 2026 and 2025.

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 both the three months ended July 31, 2026 and 2025 and $1.5 million for both the nine months ended July 31, 2026 and 2025.

Previous wording

(2)Includes depreciation and amortization of purchase accounting assets of $0.1 million and $0.5 million for the three months ended April 30, 2026 and 2025, respectively, and $0.3 million and $0.8 million for six months ended April 30, 2026 and 2025, respectively. Includes $0.2 million of amortization of the Blueberries finance lease for both the three months ended April 30, 2026 and 2025 and $0.4 million for both the six months ended April 30, 2026 and 2025. The six months ended April 30, 2025 also include $0.9 million of accelerated depreciation expense from fixed assets related to the closure of our Canada facilities.

Current wording

(2)Includes depreciation and amortization of purchase accounting assets of $2.2 million and zero for the three months ended July 31, 2026 and 2025, respectively, and $2.5 million and $0.8 million for nine months ended July 31, 2026 and 2025, respectively. Includes $0.3 million of amortization of the Blueberries finance lease for both the three months ended July 31, 2026 and 2025 and $0.7 million for both the nine months ended July 31, 2026 and 2025. Includes accelerated depreciation related to supply chain optimization

Previous wording

(3)Represents accelerated amortization of operating lease right-of-use assets, early lease termination costs and severance costs incurred due to the closure of our Canada facilities recognized in cost of sales.

Current wording

(3)Represents accelerated amortization of operating lease right-of-use assets, early lease termination costs and severance costs incurred, recognized in cost of sales.

Previous wording

(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.

Current wording

(4)For the nine months ended July 31, 2025, amount represents tariff charges levied on USMCA-compliant goods imported from Mexico for the three-day period from March 4th to March 6th, 2025. The extremely short-term nature of the charges prevented the Company from effectively passing the charges in both pricing to customers and prices paid for goods from suppliers. USMCA-compliant goods have subsequently been exempted from tariff charges on U.S. imports. For the three and nine months ended July 31, 2026, amount represents actual and estimated refunds of IEEPA tariffs that were paid in the prior year that are primarily related to our Blueberries operation.

Previous wording

Total segment sales in our Blueberries segment decreased $4.7 million or 30% in the three months ended April 30, 2026 compared to the same period last year, primarily due to a decrease in volume sold of 41%, partially offset by an increase in average per-unit sales price of 19%.

Current wording

Total segment sales in our Blueberries segment increased $0.6 million or 1% in the nine months ended July 31, 2026 compared to the same period last year, due to the IEEPA tariff refunds and an 8% increase in average per-unit sales price, partially offset by a decrease in volume sold of 11%.

Previous wording

Segment operating income decreased $6.4 million or 78% for the six months ended April 30, 2026 compared to the same period last year due to lower per-acre yield resulting in higher per-unit fruit production costs.

Current wording

Segment operating income decreased $3.8 million or 48% for the nine months ended July 31, 2026 compared to the same period last year due to lower per-acre yield resulting in higher per-unit fruit production costs, partially offset by the IEEPA tariff refunds.

Previous wording

Net cash used in operating activities was $21.0 million for the six months ended April 30, 2026 compared to $13.0 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 seasonality 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 wording

Net cash used in operating activities was $25.9 million for the nine months ended July 31, 2026 compared to cash provided by operating activities of $21.4 million for the same period last year. The reduction in cash from operating activities was due to a combination of lower income in the current year as well as larger increases in working capital. Working capital growth in the current year is driven by increases in inventory and trade/other receivables, partially offset by grower payables, accounts payable and accrued expenses. Inventory growth is driven primarily by higher growing crop inventory in our International Farming and Blueberries segments resulting from higher crop yields and timing of harvest, while trade/other receivables were associated with seasonality, pricing and timing of sales in the Marketing & Distribution and Blueberries segments and the timing of value-added tax refunds. Grower payable provided favorable impact due to higher avocado volumes and shift in supply mix toward origins with longer payment terms, while accounts payable and accrued expenses were favorably impacted by higher avocado volumes and timing of growing crop inventory associated with larger and later harvest.

Previous wording

In the six months ended April 30, 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 current year also includes construction costs associated with increasing capacity in our Mexican packing operations.

Current wording

In the nine months ended July 31, 2026, capital expenditures were comprised primarily of pre-production orchard maintenance and land improvements in Guatemala, land development and blueberry plant cultivation in Peru and construction costs associated with increasing capacity in our Mexican packing operations.

Previous wording

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.

Current wording

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. Borrowings under and principal payments on long-term debt obligations during the nine months ended July 31, 2026, were impacted by the increase in term loans funded under our syndicated credit facility to support the cash component of the Calavo acquisition.

Previous 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.

Current wording

Capital resources include cash flows from operations, cash and cash equivalents, and our syndicated credit facility. Our Blueberries segment may also receive capital contributions or loans from shareholders.

Previous wording

As of April 30, 2026, 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 April 30, 2026, we were in compliance with all such covenants of the credit facility.

Current wording

As of July 31, 2026, we were required to comply with the following financial covenants as defined by our credit facility, which includes certain proforma information and other adjustments: (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, 2026, we were in compliance with all such covenants of the credit facility.

Previous wording

We are party to various leases, the most material of which are for facilities and land. Our undiscounted cash liabilities were approximately $166.00 million as of April 30, 2026, of which, approximately $105.2 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 $185.6 million as of July 31, 2026, of which, approximately $108.3 million was for long-term land leases.

Previous wording

As of April 30, 2026, outstanding borrowings on our syndicated debt facility totaled $120.0 million. See Note 6 to the condensed consolidated financial statements for more information.

Current wording

As of July 31, 2026, outstanding borrowings on our syndicated debt facility totaled $402.1 million. See Note 7 to the condensed consolidated financial statements for more information.

Previous wording

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, 2025, filed with the SEC on December 18, 2025. There have been no material changes to the critical accounting estimates disclosed in such Annual Report on Form 10-K.

Current wording

For a discussion of our critical accounting estimates, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended October 31, 2025, filed with the SEC on December 18, 2025. There have been no material changes to the critical accounting estimates disclosed in such Annual Report on Form 10-K except as follows:
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

In the nine months ended July 31, 2025, capital expenditures were comprised primarily of avocado orchard development, pre-production orchard maintenance, land improvements and packhouse construction in Guatemala and pre-production land development and blueberry plant cultivation in Peru.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Total segment sales in our International Farming segment decreased $0.4 million or 5% in the three months ended April 30, 2026, compared to the same period last year.