You should read the following discussion and analysis of our financial condition
and results of operations together with our financial statements and related
notes included elsewhere in this annual 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 and distributing fresh avocados,
serving retail, wholesale and foodservice customers. We source, produce, pack
and distribute avocados to our customers and provide value-added services
including ripening, bagging, custom packing 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 two operating segments, which are also reporting segments. These
reporting segments are Marketing and Distribution and International Farming. Our
Marketing and Distribution reporting segment primarily sources fruit from
growers and then distributes the fruit through our global distribution network.
Our International Farming segment owns and operates orchards from which
substantially all fruit produced is sold to our Marketing and Distribution
segment. The segment's farming activities range from cultivating early-stage
plantings to harvesting from mature trees. The segment also earns service
revenues for packing and processing for producers of other crops during the
avocado off-harvest season. The International Farming segment is principally
located in Peru, with smaller operations emerging in other areas of Latin
America.
Recent developments
In fiscal 2021, we completed one of our major capital projects, a new
mega-distribution center in Laredo, Texas. Serving as a major hub for avocados
coming from Mexico into the United States, the 262,000-square-foot facility is
positioned to funnel product into the rest of the distribution centers in
Mission's advanced network. The facility is designed with state-of-the-art
refrigeration, ripening rooms and pallet cooling capabilities, and has the
capability to provide logistics support and transportation services, in addition
to cold storage, bagging operations and packing for external enterprises, which
we anticipate will generate additional revenue and value for the Company.
Mission's Laredo mega center is positioned to strengthen the Company's advantage
in the avocado sector and is expected to increase its third-party storage and
distribution
                                       17
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capabilities for others in the produce industry, improve ability to efficiently
distribute Mexican avocados throughout North America and expedite transportation
times.
In our International Farming segment, we have made significant investments this
year in orchard development and land improvements in Guatemala and Peru. Our
expansion into Guatemala will diversify our sourcing mix on owned fruit. After
planting, our avocado trees begin to produce avocados in approximately three
years and reach full production in approximately five to seven years, depending
on location.

Results of Operations
The operating results of our businesses are significantly impacted by the price
and volume of avocados we farm, source and distribute. In addition, our results
have been, and will continue to be, affected by quarterly and annual
fluctuations due to a number of factors, including but not limited to pests and
disease, weather patterns, changes in demand by consumers, food safety
advisories, the timing of the receipt, reduction, or cancellation of significant
customer orders, the gain or loss of significant customers, the availability,
quality and price of raw materials, the utilization of capacity at our various
locations and general economic conditions.
Our financial reporting currency is the U.S. dollar. The functional currency of
substantially all of our subsidiaries is the U.S. dollar and substantially all
of our sales are denominated in U.S. dollars. A significant portion of our
purchases of avocados are denominated in the Mexican Peso and a significant
portion of our growing and harvesting costs are denominated in Peruvian Soles.
Fluctuations in the exchange rates between the U.S. dollar and these local
currencies usually do not have a significant impact on our gross margin because
the impact affects our pricing by comparable amounts. Our margin exposure to
exchange rate fluctuations is short-term in nature, as our sales price
commitments are generally limited to less than one month and orders can
primarily be serviced with procured inventory. Over longer periods of time, we
believe that the impact exchange rate fluctuations will have on our cost of
goods sold will largely be passed on to our customers in the form of higher or
lower prices.
                                                                           Year Ended October 31,
                                                 2021                               2020                               2019
(In millions, except percentages)        Dollar                 %           Dollar                 %           Dollar                 %
Net sales                            $ 891.7             100.0  %       $ 862.3             100.0  %       $ 883.3             100.0  %
Cost of sales                          767.2              86.0  %         737.7              85.6  %         728.6              82.5  %
Gross profit                           124.5              14.0  %         124.6              14.4  %         154.7              17.5  %
Selling, general and administrative     63.6               7.1  %          56.2               6.5  %          48.2               5.5  %
expenses

Operating income                        60.9               6.8  %          68.4               7.9  %         106.5              12.1  %
Interest expense                        (3.7)             (0.4) %          (6.7)             (0.8) %         (10.3)             (1.2) %
Equity method income                     7.5               0.8  %           4.0               0.5  %           3.4               0.4  %
Impairment on equity method                -                 -  %         (21.2)             (2.5) %             -                 -  %
investment

Other income (expense), net              1.3               0.1  %          (0.7)             (0.1) %          (3.6)             (0.4) %
Income before income taxes              66.0               7.4  %          43.8               5.1  %          96.0              10.9  %
Provision for income taxes              21.1               2.4  %          15.0               1.7  %          24.3               2.8  %
Net income                           $  44.9               5.0  %       $  28.8               3.3  %       $  71.7               8.1  %


Net sales
Our net sales are generated predominantly from the shipment of fresh avocados to
retail, wholesale and foodservice customers worldwide. Our net sales are
affected by numerous factors, including mainly 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.
                                     Year Ended October 31,
(In millions)                       2021         2020         2019
Net sales:
Marketing and Distribution    $  872.0      $ 846.9      $ 873.7
International Farming             19.7         15.4          9.6
Total net sales               $  891.7      $ 862.3      $ 883.3


Net sales increased $29.4 million or 3% in fiscal year 2021 compared to fiscal
year 2020, primarily due to a 5% increase in avocado volume sold, partially
offset by a 2% decrease in average per-unit avocado sales prices, both of which
were driven by increased supply from Mexico and Peru. Higher volumes and lower
pricing were concentrated in the first half of the fiscal year when Mexico was
the country of origin for the majority of the fruit sold.
                                       18
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Net sales decreased $21.0 million or 2% in fiscal year 2020 compared to fiscal
year 2019 primarily due to a 12% decrease in average per unit sales prices
partially offset by an 11% increase in volume. Average price decreases were
concentrated in the second half of fiscal year 2020 primarily due to strong
industry supply relative to prior year in California and Peru related to weather
conditions.
Gross profit
Cost of sales is composed primarily of avocado procurement costs from
independent growers and packers, logistics costs, packaging costs, labor, costs
associated with cultivation (the cost of growing crops), harvesting and
depreciation. Avocado procurement costs from third-party suppliers can vary
significantly between and within fiscal years and correlate closely with market
prices for avocados. While we have long-standing relationships with our growers
and packers, we predominantly purchase fruit on a daily basis at market rates.
As such, the cost to procure products from independent growers can have a
significant impact on our costs.
Logistics costs include land and sea transportation and expenses related to port
facilities and distribution centers. Land transportation costs consist primarily
of third-party trucking services to support North American distribution, while
sea transportation cost consists primarily of third-party shipping of
refrigerated containers from supply markets in South and Central America to
demand markets in North America, Europe and Asia. Variations in containerboard
prices, which affect the cost of boxes and other packaging materials, and fuel
prices can have an impact on our product cost and our profit margins. Variations
in the 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, particularly in our International Farming
segment. Accordingly, higher volumes processed through packing and distribution
facilities or 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.
                                                           Year Ended October 31,
                                                                 2021         2020         2019
  Gross profit (in millions)                  $                 124.5    $  

124.6 $ 154.7


  Gross profit as a percentage of net sales                   14.0  %      

14.4 % 17.5 %




Gross profit was nearly flat in fiscal year 2021 compared to fiscal year 2020 at
$124.5 million, and gross profit percentage decreased by 40 basis points to
14.0% of revenue. The declines were due to lower per-unit margins related to
sourcing of Californian and Mexican fruit, which were exacerbated by lower
industry volumes from the California market as well as smaller fruit sizes from
the Mexican market. Additionally, gross margin was impacted by incremental
infrastructure costs related to our new Laredo facility within the Marketing &
Distribution segment, which is still in the process of ramping up utilization.
Gross margin was also negatively impacted by widespread port delays in the
fourth quarter, which created quality issues related to the extended age of
inventory on late-season fruit which impacted sales returns. These impacts were
substantially offset by higher volume of avocados sold from Company-owned farms
within our International Farming segment compared to prior year, which had lower
per-unit cost than fruit purchased from third-party growers. Gross profit
percentage will fluctuate based upon per-unit sales price levels.
Gross profit decreased fiscal year 2020 over fiscal year 2019 as a result of
lower gross margin percentage partially offset by higher sales volumes. Our
gross margin percentage decreased 310 basis points primarily due to higher
third-party fruit costs during first quarter of fiscal year 2020 compared to the
same period of last year. The market conditions experienced during the early
part of fiscal year 2019 were non-recurring in nature, as customer prices
remained steady despite significant declines in fruit costs incurred due to the
instability of supply from Mexico. In addition, gross profit in the
International Farming segment was negatively impacted by lower sales pricing
during the second half of fiscal year 2020 due to larger industry volumes from
California and Peru relative to prior year.
Selling, general and administrative expenses
Selling, general and administrative expenses primarily include the costs
associated with selling, professional fees, general corporate overhead and other
related administrative functions.

                                                        Year Ended October 

31,


(In millions)                                              2021        2020 

2019

Selling, general and administrative expenses $ 63.6 $ 56.2

$ 48.2




Selling, general and administrative expenses increased $7.4 million or 13% in
fiscal year 2021 compared to fiscal year 2020 due primarily to higher
professional fees and higher liability insurance premiums associated with being
a public company and the change in SEC filer status from an emerging growth
company to a large accelerated filer on October 31, 2021. Other factors included
an increase in rent expense in conjunction with our move to our new corporate
headquarters in February 2021, and a legal settlement contingency of $0.8
million, partially offset by a $0.9 million gain from an insurance settlement,
net of asset impairment and disposals.
Selling, general and administrative expenses increased $8.0 million or 17% in
fiscal year 2020 compared to fiscal year 2019 primarily due to higher
stock-based compensation expense due to an award that vested during the fourth
quarter of fiscal year 2020 in connection with the successful completion of our
IPO.
                                       19
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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.

                                              Year Ended October 31,
                   (In millions)                  2021       2020        2019
                   Interest expense   $    3.7            $ 6.7      $ 10.3


Interest expense decreased $3.0 million or 45% in fiscal year 2021 compared to
fiscal year 2020 due to a combination of lower interest rates and lower average
principal balances. A substantial portion of our debt has variable interest
rates that are based on LIBOR, which has declined significantly since the first
half of fiscal year 2020.
Interest expense decreased $3.6 million or 35% in fiscal year 2020 compared to
fiscal year 2019 due to a combination of lower interest rates and lower average
debt balances. A substantial portion of our debt has variable interest rates
that are based on LIBOR, which has declined significantly since fiscal year
2019. Average debt balances were lower reflecting principal payments of existing
long-term debt as well as prepayments of term debt that were made in fiscal year
2019.
Equity method income
Our material equity method investees include Henry Avocado ("HAC"), Mr. Avocado,
Moruga, and Copaltas.

                                                          Year Ended October 31,
       (In millions)                                          2021        2020       2019
       Equity method income                      $    7.5             $  4.0      $ 3.4
       Impairment on equity method investment           -              

(21.2) -




Equity method income increased $3.5 million or 88% in in fiscal year 2021
compared to fiscal year 2020, driven by higher earnings from investments in
Moruga and HAC. Moruga's earnings increased due to higher blueberry volume
attributed to improved yields and better pricing returns. HAC's earnings
increased due to higher per-unit margins. The impact of COVID-19 related stay
at-home orders that went into effect in March 2020 were more profound to HAC due
to their heavier concentration of foodservice customers.
Equity method income increased $0.6 million or 18% in fiscal year 2020 compared
to fiscal year 2019 due to earnings increases from Moruga due to the timing of
blueberry harvests in Peru, partially offset by a decrease in earnings from
Henry Avocado.

During the second quarter of fiscal 2020, industry wide production information
regarding the 2019-2020 blueberry harvest in Peru became available, indicating
that there is greater competition and expansion by competitors than what we were
previously expecting. We believed that the increase in supply due to expansion
would result in a reduction in pricing over the long-term. As a result of this
factor, among others, we lowered our long-term revenue and profitability
forecasts of Moruga during the second quarter of fiscal 2020, and concluded that
the reduction in the forecasted revenues was an indicator of impairment. As a
result, we tested our investment in Moruga for impairment and concluded that the
estimated fair value of the investment in Moruga was less than the carrying
value of the investment. Due to the change in long-term pricing and revenue
expectations, we concluded that the impairment is other-than-temporary. We
recorded an impairment charge of $21.2 million to reduce the carrying balance of
the investment to its estimated fair value of $22.2 million during the second
quarter of fiscal 2020.
Other income (expense), net
Other income (expense), net consists of interest income, currency exchange gains
or losses, interest rate derivative gains or losses and other miscellaneous
income and expense items.

                                                    Year Ended October 31,
            (In millions)                     2021               2020           2019
            Other income (expense), net    1.3               (0.7)            (3.6)


Other income in fiscal year 2021 was $1.3 million, compared to other expense of
$0.7 million in fiscal year 2020. The $2.0 million change was primarily due to
losses on interest rate swaps in the prior year, driven by market movements in
short-term interest rates, partially offset by the effect of foreign currency
loss in the current year compared to gains in the previous year. The significant
weakening of the Mexican peso relative to the U.S. dollar and the substantial
reduction in LIBOR in fiscal 2020 were correlated with the COVID-19 pandemic.
Other expense decreased $2.9 million or 81% in fiscal year 2020 compared to
fiscal year 2019 primarily due to foreign currency gains resulting from the
weakening of the Mexican peso exchange rate relative to the US dollar and higher
interest income due to higher average cash balances, partially offset by higher
losses on interest rate contracts driven by market movements in short-term
interest rates during fiscal year 2020.
                                       20
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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.

                                                            Year Ended 

October 31,


                                                           2021         

2020 2019


        Provision for income taxes (in millions)     $  21.1       $ 15.0       $ 24.3
        Effective tax rate                              32.0  %      34.2  %      25.3  %


The provision for income taxes increased $6.1 million or 41% in fiscal year 2021
compared to fiscal year 2020, primarily due to remeasurement of our deferred tax
balances in Peru due to the enactment of tax rate changes for future years. The
effective tax rate decreased by 2.2% in fiscal year 2021 over fiscal year 2020.
The decrease was primarily due to the nondeductible impairment of Moruga in
fiscal year 2020, partially offset by increases in the Peruvian tax rates. On
December 30, 2020, Peru enacted tax law repealing current tax law which provided
benefits to agribusiness entities. The new law will subject us to higher
Peruvian corporate income tax rates than our current rate of 15% as follows: 20%
for calendar years 2023 to 2024, 25% for calendar years 2025 to 2027, and 29.5%
thereafter. We remeasured our deferred tax balances based on the applicable tax
rate in the year the deferred balances are expected to reverse. The increase to
the net deferred tax liability for the change in Peruvian tax rate resulted in a
$5.4 million increase to tax expense in fiscal year 2021.
The provision for income taxes decreased $9.3 million or 38% in fiscal year 2020
compared to fiscal year 2019. The effective tax rate increased by 8.9% in fiscal
year 2020 over fiscal year 2019. The higher effective tax rate was primarily due
to the (i) nondeductible impairment of Moruga in fiscal year 2020, (ii)
nondeductible executive compensation incurred as a result of the IPO in fiscal
year 2020, and (iii) tax benefit related to net operating loss ("NOL") carryback
provisions of the Coronavirus Aid, Relief and Economic Security ("CARES Act")
enacted in March 2020. The NOL carryback provisions allow the Company to
carryback its fiscal year 2018 NOL to offset taxable income on a previously
filed tax return. The result is a revaluation of deferred tax assets due to the
utilization of NOLs at a higher tax rate in the carryback period.
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.
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, legal
settlement, farming costs for nonproductive orchards (which represents land
lease costs), and any special, non-recurring, or one-time items such as
impairments that are excluded from the results the CEO reviews uses to assess
segment performance and results.
                                       21
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Net sales
                                                                                                               Year Ended October 31,
                                                       2021                                                             2020                                                             2019
                                 Marketing &           International                              Marketing &           International                              Marketing &           International
(In millions)                   Distribution                 Farming             Total           Distribution                 Farming             Total

          Distribution                 Farming             Total
Third party sales           $       872.0          $         19.7          $  891.7          $       846.9          $         15.4          $  862.3          $       873.7          $          9.6          $  883.3
Affiliated sales                        -                    84.9              84.9                      -                    66.4              66.4                      -                    80.7              80.7
Total segment sales         $       872.0          $        104.6          $  976.6          $       846.9          $         81.8          $  928.7          $       873.7          $         90.3          $  964.0
Intercompany eliminations               -                   (84.9)            (84.9)                     -                   (66.4)            (66.4)                     -                   (80.7)            (80.7)
Total net sales             $       872.0          $         19.7          $  891.7          $       846.9          $         15.4          $  862.3          $       873.7          $          9.6          $  883.3


Adjusted EBITDA

                                                                     Year Ended October 31,
(In millions)                                                    2021                2020                2019
Marketing & Distribution adjusted EBITDA            $      51.4             $     68.2          $     88.0
International Farming adjusted EBITDA                      33.9                   23.3                35.0
Total reportable segment adjusted EBITDA                   85.3                   91.5               123.0
Net income                                                 44.9                   28.8                71.7
Interest expense                                            3.7                    6.7                10.3
Provision for income taxes                                 21.1                   15.0                24.3
Depreciation and amortization                              20.4                   18.1                16.5
Equity method income                                       (7.5)                  (4.0)               (3.4)
Stock-based compensation                                    2.6                    5.0                   -
Other (income) expense, net                                (1.3)                   0.7                 3.6
Impairment on equity method investment                        -                   21.2                   -
Legal settlement                                            0.8                      -                   -
Asset impairment and disposals, net of insurance
recoveries                                                 (0.2)                     -                   -
Farming costs for nonproductive orchards                    0.8                      -                   -
Total adjusted EBITDA                                      85.3                   91.5               123.0


Marketing and Distribution
Net sales in our Marketing and Distribution segment increased $25.1 million or
3% in fiscal year 2021 compared to fiscal year 2020, due to the same drivers
impacting consolidated revenue.
Segment adjusted EBITDA decreased $16.8 million or 25% in fiscal year 2021
compared to fiscal year 2020 due to lower gross margins and higher selling,
general and administrative expenses. Gross margin was impacted by tighter
per-unit margins related to the sourcing of Californian and Mexican fruit, which
were exacerbated by smaller industry volumes within the California market as
well as smaller fruit sizes within the Mexican market. Additionally, gross
margin was pressured by incremental infrastructure costs related to our new
Laredo facility, which is still in the process of ramping up utilization.
Selling, general and administrative expenses increased due to the same factors
as described above.
Net sales decreased $26.8 million or 3% in fiscal year 2020 compared to fiscal
year 2019 primarily due to a 12% decrease in average per unit sales prices
partially offset by an 11% increase in volume. Average price decreases were
concentrated in the second half of fiscal year 2020 primarily due to strong
industry supply in California and Peru, relative to prior year.
Adjusted EBITDA decreased $19.8 million or 23% in fiscal year 2020 over fiscal
year 2019 primarily due to lower gross profit per pound of avocados sold. The
decrease in gross margin was due primarily to the benefit of lower third-party
fruit costs during the first quarter of fiscal year 2019. The market conditions
experienced in the prior year period were non-recurring in nature, as customer
prices remained steady despite significant declines in fruit costs due to the
instability of supply from Mexico.
International Farming
Substantially all sales of fruit from our International Farming segment are to
the Marketing and Distribution segment, with the remainder of revenue largely
derived from services provided to third parties. 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 August
of each year. As a result, adjusted EBITDA for International Farming is
generally concentrated in the third and fourth quarters of the fiscal year in
alignment with sales.
Total segment sales in our International Farming segment increased $22.8 million
or 28% in fiscal year 2021 compared to fiscal year 2020, due to a 33% increase
in fruit volumes resulting from improved harvest yields at our maturing
orchards, partially offset by a 3% decrease in average
                                       22
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sales prices. Net sales increased $4.3 million or 28% in fiscal year 2021
compared to fiscal year 2020, primarily due to higher packing and processing
service revenue for third-party growers.
Segment adjusted EBITDA increased $10.6 million or 45% in fiscal year 2021
compared to fiscal year 2020, primarily due to the revenue drivers noted above.
Total segment sales decreased $8.5 million or 9% in fiscal year 2020 compared to
fiscal year 2019 primarily due to lower per unit sales pricing on the sale of
avocados. Average sales prices declined by 24%, driven by strong industry supply
during the harvest window which was concentrated in the second half of the
fiscal year. The impact of lower sales pricing was partially offset by a 20%
increase in volume harvested during fiscal year 2020. Volume increases were
driven by improved production yields resulting from maturity of our avocado
orchards. Net sales in our International Farming segment increased $5.8 million
or 60% in fiscal year 2020 compared to fiscal year 2019 primarily due to higher
packing and processing service revenues provided to third-party growers driven
by their higher volumes.
Adjusted EBITDA decreased $11.7 million or 33% in fiscal year 2020 compared to
fiscal year 2019 primarily due to lower sales which was driven by lower pricing
during the second half of fiscal year 2020. Adjusted EBITDA for International
Farming is generally concentrated in the third and fourth quarters of our fiscal
year in alignment with the harvest season for avocados in Peru.

Liquidity and Capital Resources
Operating activities
                                                           Year Ended October 31,
(In millions)                                                 2021        2020        2019
Net income                                         $    44.9          $ 28.8      $ 71.7
Depreciation and amortization                           20.4            18.1        16.5
Equity method income                                    (7.5)           (4.0)       (3.4)
Noncash lease expense                                    4.3               -           -
Impairment on equity method investment                     -            21.2           -

Stock-based compensation                                 2.6             5.0           -
Dividends received from equity method investees          1.7             1.7         1.4

Deferred income taxes                                    8.8            (1.0)        0.6
Other                                                   (0.5)            1.2         4.0
Change in working capital                              (27.7)           

7.9 1.8 Net cash provided by operating activities $ 47.0 $ 78.9 $ 92.6




Net cash provided by operating activities decreased $31.9 million for fiscal
year 2021 compared to fiscal year 2020, reflecting unfavorable net change in
working capital. Within working capital, unfavorable changes in accounts
receivable and inventory, were partially offset by favorable changes in grower
payables. Accounts receivable increases were due to rising per-unit sales prices
during the year. Changes in inventory were driven by a combination of higher
farm related inventory in Peru, as well as higher per-unit cost of Mexican fruit
on-hand compared to prior year. The increases in farm related inventory were due
primarily to growth in productive acreage and higher on-hand quantities of fruit
at the end of the year due to the extension of the harvest season combined with
port delays. Favorable changes in grower payables were correlated with the
pricing increases experienced with Mexican inventory.
Net cash provided by operating activities decreased $13.7 million in fiscal year
2020 compared to fiscal year 2019, reflecting lower net income, favorable net
change in working capital, and higher stock-based compensation expense. Within
working capital, favorable changes in inventory and trade accounts receivables
were partially offset by unfavorable changes in grower payables and
miscellaneous receivables. The decrease in pricing on third-party fruit during
the second half of fiscal year 2020 resulted in lower revenue and lower
cost-basis, resulting in lower trade accounts receivable and inventory balances,
as well as lower grower payables balances as of October 31, 2020. Changes in
miscellaneous receivables were largely due to change in value-added tax ("VAT")
receivable, which is correlated with the timing of material purchases and claim
activity. We also experienced an increase in other assets attributable to
implementation costs associated with cloud-based computing software solutions.
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Investing activities
                                                                  Year Ended October 31,
(In millions)                                               2021                2020                2019
Purchases of property and equipment               $     (73.4)         $    (67.3)         $    (29.7)
Proceeds from sale of property, plant and
equipment                                                 2.4                 3.0                 0.1
Insurance proceeds for the replacement of
property, plant and equipment                             1.1                   -                   -
Investment in equity method investees                    (0.2)               (3.4)               (1.9)
Loans to equity method investees                         (2.0)                  -                   -
Loan repayments from equity method investees              1.5                   -                   -
Other                                                     0.3                   -                 0.8
Net cash used in investing activities             $     (70.3)         $    

(67.7) $ (30.7)




Property, plant and equipment
In both fiscal years 2021 and 2020, capital expenditures were primarily for the
construction of the Laredo facility, which was completed in mid-fiscal 2021, and
land improvements and orchard development in Peru and Guatemala.
In both fiscal years 2021 and 2020, proceeds from the sale of property, plant
and equipment were primarily from the sale of multi-unit housing properties in
California that had been used for housing seasonal avocado labor contractors.

In fiscal year 2021, we received insurance proceeds for property, plant and
equipment damage sustained in our Dallas facility from a cold weather storm in
February 2021. The proceeds have been invested in the rebuilding of the
equipment.
Equity method investees
In fiscal years 2021 and 2020, capital contributions to equity method investees
were to our joint venture, Copaltas S.A.S., to support the purchase of
additional farmland in Colombia. In fiscal year 2021, we issued $2.0 million in
loans to Copaltas to support the working capital needs of the entity. In
addition, we received an installment payment of $1.5 million on our outstanding
loan to Moruga during fiscal year 2021.
Financing activities
                                                                     Year Ended October 31,
(In millions)                                                  2021                2020                2019
Proceeds from issuance of common stock in public
offering, net of issuance costs                      $         -          $     78.1          $        -
Borrowings on revolving credit facility                        -                14.0                45.0
Payments on revolving credit facility                          -               (14.0)              (51.0)

Principal payments on long-term debt obligations           (10.5)               (6.3)              (14.2)
Principal payments on finance lease obligations             (1.2)               (0.9)               (0.4)
Payment for debt extinguishment costs                       (0.1)                  -                   -
Payments for long-term supplier financing                      -                (5.8)                  -
Dividends paid                                                 -               (13.0)               (5.6)
Proceeds from exercise of stock options                      0.2                   -                   -
Repayment of stock option notes receivable                   0.1                 0.1                 0.3
Debt issuance costs                                            -                (0.2)                  -
Purchase and retirement of stock                               -                (1.9)               (0.9)

Net cash (used in) provided by financing activities $ (11.5) $

50.1 $ (26.8)

IPO


Net proceeds from our IPO in October 2020 were $78.1 million, after deducting
underwriting discounts and issuance costs. We intend to use the proceeds for
growth-related capital expenditures, working capital and other general corporate
purposes, which may include the repayment of indebtedness, and funding future
acquisitions (if any).
Borrowings and repayments of debt
We utilize a revolving line of credit for short-term working capital purposes.
Principal payments on our term loans and other notes payable are made in
accordance with debt maturity schedules. During the year ended October 31, 2021,
we repaid outstanding principal of $3.0 million on a note payable earlier than
its scheduled maturity.
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Shareholders' equity



No dividends were paid in fiscal year 2021. We paid dividends of $0.21 per share
in fiscal year 2020 compared to $0.09 per share in fiscal year 2019.
Capital resources
                                   October 31,
(In millions)                     2021         2020
Cash and cash equivalents     $ 84.5      $ 124.0
Working capital                157.9        170.2


Capital resources include cash flows from operations, cash and cash equivalents,
and debt financing.
We have a syndicated credit facility with Bank of America, N.A., comprised of
two term loans and a revolving credit facility ("revolver") that provides up to
$100 million in borrowings that will expire in October 2023. The credit facility
also includes a swing line facility and an accordion feature which allows us to
increase the borrowings by up to $125 million, with bank approval. We did not
have any outstanding borrowings under the revolver as of October 31, 2021 and
2020. Interest on the revolver bears rates at a spread over LIBOR that varies
with our leverage ratio. As of October 31, 2021 and 2020, interest rates on the
revolver were 1.84% and 1.90%, respectively.
As of October 31, 2021, we were required to comply with the following financial
covenants: (a) a quarterly consolidated leverage ratio of not more than 2.75 to
1.00 and (b) a quarterly consolidated fixed charge coverage ratio of not less
than 1.50 to 1.00. As of October 31, 2021, our consolidated leverage ratio was
1.26 to 1.00 and our consolidated fixed charge coverage ratio was 2.52 to 1.00
and we were in compliance with all such covenants of the credit facility. The
loans are secured by real property, personal property and the capital stock of
our subsidiaries. We pay fees on unused commitments on 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.
Leases
We are party to various operating leases for facilities, land, and equipment. As
of October 31, 2021, our undiscounted cash liabilities for operating leases were
$74.9 million, with maturities ranging up through fiscal 2048. We also have a
small number of finance leases, with undiscounted cash liabilities of $3.9
million, due up through 2024. See Note 6 "Leases," to the consolidated financial
statements for more information.
Long-term Debt
As of October 31, 2021, remaining maturities on our term loans and notes were
$164.3 million. See Note 5 "Debt," to the consolidated financial statements for
more information.
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with U.S. GAAP. U.S. GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. We base our estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Additionally, we frequently engage third party valuation experts
to assist us with estimates described below. Actual results could differ from
those estimates.
Investments. We maintain investments in other fruit growers, packers and
distributors. These investments are accounted for under the equity method of
accounting when we have the ability to exercise significant influence, but not
control, over the investee. Significant influence generally exists when we have
an ownership interest representing between 20% and 50% of the voting stock of
the investee. Under the equity method of accounting, investments are stated at
initial cost and are adjusted for subsequent additional investments and our
proportionate share of earnings or losses and distributions. We review our
investments for other-than temporary-impairment ("OTTI") on a quarterly basis,
or earlier if indicators of impairment arise. If an impairment of an equity
method investment is determined to be other than temporary, we would record OTTI
sufficient to reduce the investment's carrying value to its fair value, which
results in a new cost basis in the investment. The primary factors we consider
in our determination of whether declines in fair value are other-than-temporary
are the length of time that the fair value of the investment is below our
carrying value; the severity of the decline; and the financial condition,
operating performance and near term prospects of
                                       25

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the investee. In addition, we consider the reason for the decline in fair value,
be it general market conditions, industry specific or investee specific; and our
intent and ability to hold the investment for a period of time sufficient to
allow for a recovery in fair value. As our assessment of the fair value of our
investments and any resulting impairment losses and the timing of when to
recognize such charges requires judgment and includes estimates and assumptions,
actual results could differ materially from our estimates and assumptions.
Goodwill. Our goodwill represents the excess of the purchase price of business
combinations over the fair value of the net assets acquired. Goodwill impairment
testing requires significant judgment and management estimates, including, but
not limited to, the determination of (i) the number of reporting units, (ii) the
goodwill and other assets and liabilities to be allocated to the reporting units
and (iii) the fair values of the reporting units. The estimates and assumptions
described above, along with other factors such as discount rates, will
significantly affect the outcome of the impairment tests and the amounts of any
resulting impairment losses. We perform a qualitative assessment of goodwill for
impairment on an annual basis during the fourth quarter of each year, and
between annual tests whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. If qualitative factors were to
indicate that it is more-likely-than-not that the fair value of the reporting
unit is less than its carrying value, we would then perform a quantitative
assessment, which would consist primarily of a discounted cash flow ("DCF")
analysis to determine the fair value of the reporting unit's goodwill. To the
extent the carrying amount of the reporting unit's allocated goodwill exceeds
the unit's fair value, we recognize an impairment of goodwill for the excess up
to the amount of goodwill of that reporting unit.
Income taxes. As a multinational corporation, we are subject to taxation in many
jurisdictions, and the calculation of our tax liabilities involves dealing with
uncertainties in the application of complex tax laws and regulations in various
taxing jurisdictions. If we ultimately determine that the payment of these
liabilities will be unnecessary, the liability will be reversed, and we will
recognize a tax benefit during the period in which it is determined the
liability no longer applies. Conversely, we record additional tax charges in a
period in which it is determined that a recorded tax liability is less than the
ultimate assessment is expected to be.
We recognize the 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.
The application of tax laws and regulations is subject to legal and factual
interpretation, judgment and uncertainty. Tax laws and regulations themselves
are subject to change as a result of changes in fiscal policy, changes in
legislation, the evolution of regulations and court rulings. Therefore, the
actual liability for U.S. or foreign taxes may be materially different from
management's estimates, which could result in the need to record additional tax
liabilities or potentially reverse previously recorded tax liabilities.
Recently Issued Accounting Standards
Refer to Note 2 to the consolidated financial statements included herein for
information on recently issued accounting standards.
JOBS Act
The Company previously qualified as an emerging growth company ("EGC") until
October 31, 2021, when it no longer qualified based on its status as a Large
Accelerated Filer and accordingly, must comply with all financial disclosure and
governance requirements applicable to Large Accelerated Filers.
Off-Balance Sheet Arrangements
During the periods presented we did not have, nor do we currently have, any
off-balance sheet arrangements as defined under SEC rules.

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