SEC Form 10-Q filed by Mission Produce Inc.

6/5/25 4:37:01 PM ET

Farming/Seeds/Milling

Consumer Staples

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avo-20250430

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________

FORM 10-Q

_____________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39561

_____________

MISSION PRODUCE, INC.

(Exact name of Registrant as specified in its charter)

_____________

Delaware

(State or Other Jurisdiction of

Incorporation or Organization)

2710 Camino Del Sol

Oxnard, California

(Address of Principal Executive Offices)

95-3847744

(I.R.S. Employer

Identification No.)

93030

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (805) 981-3650

_____________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

AVO

NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of June 1, 2025, the registrant had 70,618,213 shares of common stock at $0.001 par value outstanding.

MISSION PRODUCE, INC.

TABLE OF CONTENTS

FORM 10-Q

FISCAL SECOND QUARTER 2025


PART I- FINANCIAL INFORMATION		5

Item 1.	Financial Statements	5
	Condensed Consolidated Balance Sheets (Unaudited)	5
	Condensed Consolidated Statements of Income (Unaudited)	6
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	7
	Condensed Consolidated Statements of Changes in Equity (Unaudited)	8
	Condensed Consolidated Statements of Cash Flows (Unaudited)	9
	Notes to Unaudited Condensed Consolidated Financial Statements	11
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29

PART II- OTHER INFORMATION		30

Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32

	Signatures	32

FORWARD LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may”, “will”, “should”, “expects”, “plans”, “anticipates”, “could”, “intends”, “target”, “projects”, “contemplates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We believe that these factors include, but are not limited to, the following:

•Risks related to our business, including: reliance on primarily one main product; limitations regarding the supply of fruit, either through purchasing or growing; fluctuations in the market price of fruit; increasing competition; risks associated with doing business internationally, including Mexican and Peruvian economic, political and/or societal conditions; inflationary pressures; establishment of sales channels and geographic markets; loss of one or more of our largest customers; general economic conditions or downturns; supply chain failures or disruptions; disruption to the supply of reliable and cost-effective transportation; failure to recruit or retain employees, poor employee relations, and/or ineffective organizational structure; inherent farming risks, including climate change; seasonality in operating results; failures associated with information technology infrastructure, system security and cyber risks; new and changing privacy laws and our compliance with such laws; food safety events and recalls; failure to comply with laws and regulations; changes to trade policy and/or export/import laws and regulations; risks from business acquisitions, if any; lack of or failure of infrastructure; material litigation or governmental inquiries/actions; failure to maintain or protect our brand; changes in tax rates or international tax legislation; risks associated with global conflicts; and inability to accurately forecast future performance.

•Risks related to our common stock, including: the viability of an active, liquid, and orderly market for our common stock; volatility in the trading price of our common stock; concentration of control in our executive officers, and directors over matters submitted to stockholders for approval; limited sources of capital appreciation; significant costs associated with being a public company and the allocation of significant management resources thereto; reliance on analyst reports; failure to maintain proper and effective internal control over financial reporting; restrictions on takeover attempts in our charter documents and under Delaware law; and the selection of Delaware as the exclusive forum for substantially all disputes between us and our stockholders.

•Risks related to restrictive covenants under our credit facility, which could affect our flexibility to fund ongoing operations, uses of capital and strategic initiatives, and, if we are unable to maintain compliance with such covenants, lead to significant challenges in meeting our liquidity requirements and acceleration of our debt.

•Other risks and factors listed under “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K for the year ended October 31, 2024 and elsewhere in this report.

We have based the forward-looking statements contained in this report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions and other factors described in “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K for the year ended October 31, 2024 and elsewhere in this report. These risks are not exhaustive. Other sections of this report include additional factors that could adversely impact our business and financial performance. Furthermore, new risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this report, including documents that we reference and exhibits that have been filed, in this report and have filed as exhibits to this report, with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

The forward-looking statements made in this report relate only to events as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this report or to conform such statements to actual results or revised expectations, except as required by law.

This quarterly report may also include trademarks, tradenames and service marks that are the property of the Company and also certain trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience,

trademarks and tradenames referred to in this quarterly report appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to these trademarks and tradenames.

We maintain a website at www.missionproduce.com, to which we regularly post copies of our press releases as well as additional information about us. Our filings with the Securities and Exchange Commission (“SEC”), are available free of charge through our website as soon as reasonably practicable after being electronically filed with or furnished to the SEC. Information contained in our website does not constitute a part of this report or our other filings with the SEC.

PART I- FINANCIAL INFORMATION

Item 1. Financial Statements

MISSION PRODUCE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


(In millions, except for shares)	April 30, 2025		October 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	36.7	$	58.0
Restricted cash	2.3		1.3
Accounts receivable
Trade, net of allowances of $0.7 and $0.8, respectively	113.6		95.4
Grower and fruit advances	3.8		1.7
Other	13.1		15.3
Inventory	112.8		91.2
Prepaid expenses and other current assets	8.1		9.4
Income taxes receivable	6.7		6.7
Total current assets	297.1		279.0
Property, plant and equipment, net	535.8		523.4
Operating lease right-of-use assets	68.8		67.8
Equity method investees	32.9		33.0
Deferred income tax assets, net	9.6		9.7
Goodwill	39.4		39.4

Other assets	26.9		19.2
Total assets	$	1,010.5	$	971.5

Liabilities and Equity
Current liabilities:
Accounts payable	$	40.7	$	35.3
Accrued expenses	37.5		39.9
Income taxes payable	1.3		7.7
Grower payables	58.7		50.3
Short-term borrowings	—		3.0
Notes payable	—		0.5
Loans from noncontrolling interest holders—current portion	0.2		0.1
Long-term debt—current portion	3.0		3.0
Operating leases—current portion	6.7		6.4
Finance leases—current portion	1.8		2.9
Total current liabilities	149.9		149.1
Long-term debt, net of current portion	144.2		110.7
Loans from noncontrolling interest holders, net of current portion	0.9		1.8
Operating leases, net of current portion	68.3		67.4
Finance leases, net of current portion	21.7		21.5
Income taxes payable	—		1.3
Deferred income tax liabilities, net	16.5		16.6
Other long-term liabilities	24.7		26.0
Total liabilities	426.2		394.4
Commitments and contingencies (Note 7)
Shareholders’ Equity
Common stock ($0.001 par value, 1,000,000,000 shares authorized; 70,617,951 and 70,914,767 shares issued and outstanding as of April 30, 2025 and October 31, 2024, respectively)	0.1		0.1
Additional paid-in capital	242.4		239.7
Accumulated other comprehensive income (loss)	0.6		(0.2)
Retained earnings	309.2		307.7
Mission Produce shareholders' equity	552.3		547.3
Noncontrolling interest	32.0		29.8
Total equity	584.3		577.1
Total liabilities and equity	$	1,010.5	$	971.5

See accompanying notes to unaudited condensed consolidated financial statements.

MISSION PRODUCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


	Three Months Ended April 30,				Six Months Ended April 30,
(In millions, except for per share amounts)	2025		2024		2025		2024
Net sales	$	380.3	$	297.6	$	714.5	$	556.3
Cost of sales	351.9		266.6		654.6		496.6
Gross profit	28.4		31.0		59.9		59.7
Selling, general and administrative expenses	21.5		18.7		43.7		39.4

Operating income	6.9		12.3		16.2		20.3
Interest expense	(2.5)		(3.4)		(4.7)		(6.7)
Equity method income	0.9		0.5		1.7		0.9

Other (expense) income, net	(0.6)		1.0		0.9		—
Income before income taxes	4.7		10.4		14.1		14.5
Provision for income taxes	1.7		3.4		4.9		5.5
Net income	$	3.0	$	7.0	$	9.2	$	9.0
Less: Net (loss) income attributable to noncontrolling interest	(0.1)		—		2.2		2.0
Net income attributable to Mission Produce	$	3.1	$	7.0	$	7.0	$	7.0

Net income per share attributable to Mission Produce:
Basic	$	0.04	$	0.10	$	0.10	$	0.10
Diluted	$	0.04	$	0.10	$	0.10	$	0.10

See accompanying notes to unaudited condensed consolidated financial statements.

MISSION PRODUCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	Three Months Ended April 30,				Six Months Ended April 30,
(In millions)	2025		2024		2025		2024
Net income	$	3.0	$	7.0	$	9.2	$	9.0
Other comprehensive income, net of tax
Changes in foreign currency translation adjustments:
Foreign currency translation adjustments	1.6		(0.3)		0.5		0.5
Amounts reclassified to earnings	0.3		—		0.3		—
Total comprehensive income, net of tax	4.9		6.7		10.0		9.5
Less: Comprehensive (loss) income attributable to noncontrolling interest	(0.1)		—		2.2		2.0
Comprehensive income	$	5.0	$	6.7	$	7.8	$	7.5

See accompanying notes to unaudited condensed consolidated financial statements.

MISSION PRODUCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)


(In millions, except for shares)	Common stock			Additional paid-in capital		Accumulated other comprehensive (loss) income		Retained earnings		Noncontrolling interest		Total equity
	Shares	Amount
Balance at October 31, 2023	70,728,404	$	0.1	$	233.4	$	(0.9)	$	271.0	$	24.7	$	528.3
Stock-based compensation	—	—		1.4		—		—		—		1.4

Issuance of common stock for equity awards, net of shares withheld for the settlement of taxes	112,899	—		(0.7)		—		—		—		(0.7)

Net income	—	—		—		—		—		2.0		2.0
Other comprehensive income	—	—		—		0.8		—		—		0.8
Balance at January 31, 2024	70,841,303	$	0.1	$	234.1	$	(0.1)	$	271.0	$	26.7	$	531.8
Stock-based compensation	—	—		1.6		—		—		—		1.6
Issuance of common stock for equity awards, net of shares withheld for the settlement of taxes	68,164	—		(0.1)		—		—		—		(0.1)
Net income	—	—		—		—		7.0		—		7.0
Other comprehensive loss	—	—		—		(0.3)		—		—		(0.3)
Balance at April 30, 2024	70,909,467	$	0.1	$	235.6	$	(0.4)	$	278.0	$	26.7	$	540.0








Balance at October 31, 2024	70,914,767	$	0.1	$	239.7	$	(0.2)	$	307.7	$	29.8	$	577.1
Stock-based compensation	—	—		2.0		—		—		—		2.0
Issuance of common stock for equity awards, net of shares withheld for the settlement of taxes	153,856	—		(1.3)		—		—		—		(1.3)
Exercise of stock options	21,929	—		0.3		—		—		—		0.3
Purchase and retirement of common stock	(25,000)	—		—		—		(0.3)		—		(0.3)
Net income	—	—		—		—		3.9		2.3		6.2
Other comprehensive loss	—	—		—		(1.1)		—		—		(1.1)
Balance at January 31, 2025	71,065,552	$	0.1	$	240.7	$	(1.3)	$	311.3	$	32.1	$	582.9
Stock-based compensation	—	—		1.9		—		—		—		1.9
Issuance of common stock for equity awards, net of shares withheld for the settlement of taxes	70,200	—		(0.2)		—		—		—		(0.2)

Purchase and retirement of common stock	(517,801)	—		—		—		(5.2)		—		(5.2)
Net income (loss)	—	—		—		—		3.1		(0.1)		3.0
Other comprehensive income	—	—		—		1.9		—		—		1.9
Balance at April 30, 2025	70,617,951	$	0.1	$	242.4	$	0.6	$	309.2	$	32.0	$	584.3

See accompanying notes to unaudited condensed consolidated financial statements.

MISSION PRODUCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)


	Six Months Ended April 30,
(In millions)	2025		2024
Operating Activities
Net income	$	9.2	$	9.0
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization	15.7		18.6
Amortization of debt issuance costs	0.1		0.1
Equity method income	(1.7)		(0.9)

Noncash lease expense	3.7		3.1
Stock-based compensation	3.9		3.0
Dividends received from equity method investees	2.2		3.2
Losses on asset impairment, disposals and sales	1.8		0.4
Deferred income taxes	(0.2)		(1.0)
Unrealized gain on derivative financial instruments	0.1		—
Other	0.2		1.1
Effect on cash of changes in operating assets and liabilities:
Trade accounts receivable	(18.3)		(25.2)
Grower fruit advances	(2.1)		(2.3)
Other receivables	2.3		(0.5)
Inventory	(19.3)		(20.8)
Prepaid expenses and other current assets	1.2		0.9
Income taxes receivable	0.2		(0.9)
Other assets	(7.7)		0.3
Accounts payable and accrued expenses	1.5		11.2
Income taxes payable	(7.7)		(0.9)
Grower payables	8.3		22.5
Operating lease liabilities	(3.6)		(3.0)
Other long-term liabilities	(2.8)		(5.0)
Net cash (used in) provided by operating activities	$	(13.0)	$	12.9
Investing Activities
Purchases of property, plant and equipment	(28.0)		(17.7)


Investment in equity method investees	—		(0.6)


Other	(0.2)		—
Net cash used in investing activities	$	(28.2)	$	(18.3)
Financing Activities
Borrowings on revolving credit facility	55.0		40.0
Payments on revolving credit facility	(20.0)		(20.0)

Repayment of short-term borrowings	(3.5)		(2.8)

Principal payments on long-term debt obligations	(1.5)		(1.8)
Principal payments on finance lease obligations	(0.5)		(2.6)
Payments for long-term supplier financing	(0.3)		(0.3)
Payments to noncontrolling interest holder for long-term supply financing	(1.4)		(1.9)
Principal payments on loans due to noncontrolling interest holder	—		(0.5)
Payments of minimum withholding taxes on net share settlement of equity awards	(1.5)		(0.8)
Exercise of stock options	0.3		—
Purchase and retirement of common stock	(5.5)		—


Net cash provided by financing activities	$	21.1	$	9.3
Effect of exchange rate changes on cash	(0.2)		0.1
Net (decrease) increase in cash, cash equivalents and restricted cash	(20.3)		4.0
Cash, cash equivalents and restricted cash, beginning of period	59.3		43.2
Cash, cash equivalents and restricted cash, end of period	$	39.0	$	47.2


	Six Months Ended April 30,
(In millions)	2025		2024

Summary of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets:
Cash and cash equivalents	$	36.7	$	46.2
Restricted cash	2.3		1.0

Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows	$	39.0	$	47.2

See accompanying notes to unaudited condensed consolidated financial statements.

MISSION PRODUCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. General

Business

Mission Produce, Inc. together with its consolidated subsidiaries (“Mission,” “the Company,” “we,” “us” or “our”), is a global leader in the avocado industry. The Company’s expertise lies in the farming, packaging, marketing and distribution of avocados to food retailers, distributors and produce wholesalers worldwide. The Company procures avocados principally from California, Mexico and Peru. Through our various operating facilities, we grow, sort, pack, bag and ripen avocados and a small amount of other fruits for distribution to domestic and international markets. We report our results of operations in three operating segments: Marketing & Distribution, International Farming and Blueberries (see Note 12).

Basis of presentation and consolidation

The unaudited interim condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and include the Company’s consolidated domestic and international subsidiaries and variable interest entity (“VIE”) for which we are the primary beneficiary and have a controlling interest. Certain information and disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these unaudited interim condensed consolidated financial statements and accompanying footnotes should be read in conjunction with the Company’s Annual Report for the year ended October 31, 2024. In the opinion of management, all adjustments, of a normal recurring nature, considered necessary for a fair statement have been included in the unaudited condensed consolidated financial statements. Interim results of operations are not necessarily indicative of future results, including results that may be expected for the twelve months ended October 31, 2025.

Recently issued accounting standards

In November 2024, and as updated in January 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. The ASU requires that an entity disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This information is generally not presented in the financial statements today. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this update or (2) retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the impact of adoption on our financial disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures. The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis although retrospective application is permitted. We are currently evaluating the impact of adoption on our financial disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures. The ASU requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided to the chief operating decision maker. The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of adoption on our financial disclosures.

MISSION PRODUCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2. Inventory

Major classes of inventory were as follows:


(In millions)	April 30, 2025		October 31, 2024
Finished goods	$	39.1	$	45.1
Crop growing costs	55.3		27.1
Packaging and supplies	18.4		19.0
Inventory	$	112.8	$	91.2

3. Goodwill and Intangible Asset, net

Goodwill


(In millions)	International Farming		Blueberries		Total
Goodwill as of both April 30, 2025 and October 31, 2024	$	26.9	$	12.5	$	39.4

The carrying amounts of goodwill as of both April 30, 2025 and October 31, 2024 were net of accumulated impairment losses of $49.5 million, attributable to the International Farming segment. Goodwill is tested for impairment on an annual basis in the fourth quarter, or when an event or changes in circumstances indicate that its carrying value may not be recoverable.

Intangible asset, net

As of April 30, 2025 and October 31, 2024, our intangible asset was fully-amortized. Amortization expense was $0.2 million and $0.5 million for the for the three months and six months ended April 30, 2024, and included in selling, general and administrative expenses.

4. Details of Certain Account Balances

Accrued expenses


(In millions)	April 30, 2025		October 31, 2024
Employee-related	$	16.9	$	22.1
Freight	5.4		5.8
Outside fruit purchase	7.1		4.7


Other	8.1		7.3
Accrued expenses	$	37.5	$	39.9

Other long-term liabilities


(In millions)	April 30, 2025		October 31, 2024
Uncertain tax positions(1)	$	18.6	$	17.9
Employee-related	2.3		2.2
Trade payables to noncontrolling interest holders	1.7		3.5

Other	2.1		2.4
Other long-term liabilities	$	24.7	$	26.0

(1)Includes uncertain tax positions related to both income taxes and other statutory tax reserves, plus related penalties and interest.

MISSION PRODUCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Other expense (income), net


	Three Months Ended April 30,				Six Months Ended April 30,
(In millions)	2025		2024		2025		2024
Losses on derivative financial instruments	$	0.2	$	—	$	0.1	$	—
Foreign currency transaction loss (gain)	1.3		(0.1)		0.2		1.3
Interest income	(0.9)		(1.0)		(1.2)		(1.3)
Other	—		0.1		—		—
Other expense (income), net	$	0.6	$	(1.0)	$	(0.9)	$	—

Other amounts attributable to noncontrolling interest holders

Amounts included in trade accounts receivable due from noncontrolling interest holders were $0.9 million and $5.1 million as of April 30, 2025 and October 31, 2024, respectively. Amounts included in trade accounts payable due to noncontrolling interest holders were $6.3 million and $2.6 million as of April 30, 2025 and October 31, 2024, respectively.

5. Variable Interest Entity

Assets of our variable interest in our blueberry joint-venture may only be used to settle its own liabilities and creditors of the entity only have recourse for the entity’s liabilities. A summary of these balances, which are included in our condensed consolidated balance sheets, is as follows:


(In millions)	April 30, 2025		October 31, 2024
Current assets	$	25.3	$	40.7
Long-term assets	83.3		74.2
Current liabilities	15.5		22.0
Long-term liabilities	26.1		27.9

6. Debt

Credit facility

Long-term debt under our syndicated credit facility with Bank of America (“BoA”) Merrill Lynch consisted of the following:


(In millions)	April 30, 2025		October 31, 2024
Revolving line of credit. The interest rate is variable, based on SOFR plus a spread that varies with the Company’s leverage ratio. As of April 30, 2025 and October 31, 2024, the interest rate was 5.91% and 6.38%, respectively. Interest is payable monthly and principal is due in full in October 2027	$	55.0	$	20.0
Senior term loan (A-1). The interest rate is variable, based on SOFR plus a spread that varies with the Company’s leverage ratio. As of April 30, 2025 and October 31, 2024, the interest rate was 5.92% and 6.29%, respectively. Interest is payable monthly, principal is payable quarterly and due in full in October 2027.	43.8		45.0
Senior term loan (A-2). The interest rate is variable, based on SOFR plus a spread that varies with the Company’s leverage ratio. As of April 30, 2025 and October 31, 2024, the interest rate was 6.17% and 6.54% respectively. Interest is payable monthly, principal is payable quarterly and due in full in October 2029.	48.7		49.0
Total long-term debt	147.5		114.0
Less debt issuance costs	(0.3)		(0.3)
Long-term debt, net of debt issuance costs	147.2		113.7
Less current portion of long-term debt	(3.0)		(3.0)
Long-term debt, net of current portion	$	144.2	$	110.7

MISSION PRODUCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The credit facility requires the Company to comply with financial and other covenants, including limitations on investments, capital expenditures, dividend payments, amounts and types of liens and indebtedness, and material asset sales. The Company is also required to maintain certain leverage and fixed charge coverage ratios. As of April 30, 2025, the Company was in compliance with all financial covenants of the credit facility.

Other

Certain of our consolidated subsidiaries may also enter into short-term bank borrowings from time to time. No short-term bank borrowings were outstanding as of April 30, 2025 and $3.0 million were outstanding as of October 31, 2024. The weighted average interest rate on short-term bank borrowings outstanding was 9.91% as of October 31, 2024. Our Blueberries business also obtains loans from shareholders from time to time, which accrue interest at rates ranging from 5.0 to 6.5%. Amounts outstanding as of April 30, 2025 are expected to be repaid by the end of fiscal 2026.

Interest rate swaps

From time to time, the Company may enter into interest rate swap contracts to hedge changes in variable interest rates on the principal value of the Company’s term loans. We account for interest rate swaps in accordance with ASC 815, Derivatives and Hedging, as amended, which requires the recognition of all derivative instruments as either assets or liabilities in the condensed consolidated balance sheets and measurement of those instruments at fair value. The Company did not designate the interest rate swaps as cash flow hedges, and as a result under the accounting guidance, changes in the fair value of the interest rate swaps were recorded in other (expense) income, net in the condensed consolidated statements of income and changes in the assets are presented in net cash (used in) provided by operating activities in the condensed consolidated statements of cash flow. As of April 30, 2025 and October 31, 2024, a notional amount of $10 million was outstanding, carrying a fixed SOFR rate of 4.47%. Refer to Note 9 for more details.

7. Commitments and Contingencies

Litigation

We are from time to time involved in legal proceedings and investigations arising in the ordinary course of business, including those relating to employment matters, relationships with clients and contractors, intellectual property disputes and other business matters.

On April 23, 2020, former Mission Produce, Inc. employees filed a class action lawsuit in the Superior Court of the State of California for the County of Los Angeles against us alleging violation of certain wage and labor laws in California, including failure to pay all overtime wages, minimum wage violations, and meal and rest period violations, among others. Additionally, on June 10, 2020, former Mission Produce, Inc. employees filed a class action lawsuit in the Superior Court of the State of California for the County of Ventura against us alleging similar violations of certain wage and labor laws. The plaintiffs in both cases seek damages primarily consisting of class certification and payment of wages earned and owed, plus other consequential and special damages. While the Company believes that it did not violate any wage or labor laws, in May 2021, the plaintiffs in both class action lawsuits and the Company agreed to settle the class action cases. Per the terms of the settlement agreement between the parties, the total amount of the settlement is $1.5 million. The Court granted Final Approval of the Class Action Settlement on June 10, 2024. Payment was sent to the Settlement Administrator on June 26, 2024, to be distributed directly to the class members. Once all settlement checks have been distributed and cashed or returned pursuant to the terms of the Settlement Agreement, the action will be dismissed with prejudice. The Court has set a deadline of June 2025 for Plaintiff to file a declaration from the settlement administrator regarding disbursal of funds.

On October 21, 2024, a former temporary worker placed at the Company’s California packinghouse by a labor contractor utilized by the Company, filed a class action lawsuit in the Superior Court of the State of California for the County of Ventura County against us alleging violations of certain wage and hour laws. The plaintiff seeks damages primarily consisting of class certification, payment of wages earned and owed, liquidated damages, penalties and fees, and injunctive relief. The Company is vigorously defending against the claims. At this time, it is too soon to determine the outcome of the litigation. As a result, the Company has not accrued for any loss contingencies related to these claims because the amount and range of loss, if any, cannot currently be reasonably estimated.

On November 6, 2024, the Organics Consumers Association filed a lawsuit in the Superior Court of the District of Columbia alleging the Company engaged in false and deceptive advertising in violation of the D.C. Consumer Protection and Procedures Act by making representations about sustainable sourcing practice in connection with its sale of avocados. Plaintiff seeks only declaratory and injunctive relief. On February 21, 2025, the same lawyers that represent the Organic Consumers Association filed a putative class action lawsuit on behalf of Kachuk Enterprises, Bantle Avocado Farm, Maskell Family Trust, and Northern Capital, Inc., owners and operators of avocado orchards located in California, against the Company and certain other avocado distributors. The lawsuit alleges violations of California’s False Advertising Law, California’s Unfair Competition Law, and unjust enrichment related to defendants’ alleged representations to consumers that their avocados are sustainably and responsibly sourced. Plaintiffs primarily seek injunctive relief, monetary and statutory damages, disgorgement of profits, and restitution. The

MISSION PRODUCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company is vigorously defending against the claims asserted in both these lawsuits. At this time, it is too soon to determine the outcome of these lawsuits. As a result, the Company has not accrued for any loss contingencies related to these matters because the amount and range of loss, if any, cannot be reasonably estimated.

The outcomes of our legal proceedings and other contingencies are inherently unpredictable, subject to significant uncertainties, and if one or more legal matters were resolved against the Company in a reporting period for amounts above management’s expectations, the Company’s financial condition and operating results for that period could be materially adversely affected.

8. Income Taxes

The provision for income tax recorded for the three and six months ended April 30, 2025 and 2024 differs from the income taxes expected at the U.S. federal statutory tax rate of 21.0%, primarily due to income attributable to foreign jurisdictions which is taxed at different rates, changes in foreign exchange rates taxable in foreign jurisdictions, state taxes, nondeductible tax items and changes in uncertain tax positions (“UTP”).

As of April 30, 2025, the Company had $16.3 million accrued in UTP on income taxes, of which $9.0 million relates to interest and penalties, inclusive of inflationary adjustments. The period for assessing interest and penalties has expired. However, the Company continues to record certain statutory adjustments related to inflation. Changes in the UTP related to changes in foreign exchange rates during the period are included in other (expense) income, net in the condensed consolidated statements of income.

9. Fair Value Measurements

Financial assets or liabilities measured and recorded at fair value on a recurring basis included in the condensed consolidated balance sheets were as follows:


	April 30, 2025								October 31, 2024
(In millions)	Total		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Mutual funds	$	2.3	$	2.3	$	—	$	—	$	2.2	$	2.2	$	—	$	—

Liabilities
Interest rate swap	0.2		—		0.2		—		0.2		—		0.2		—

Our mutual fund investments relate to our deferred compensation plan, which are held in a Rabbi trust which is included in other assets in our consolidated balance sheets. The funds are measured at quoted prices in active markets, which is equivalent to their fair value.

The fair value of interest rate swaps is determined using widely accepted valuation techniques, including the discounted cash flow method. The analysis reflects the contractual terms of the swaps, including the period to maturity, and uses observable market-based inputs, including interest rate curves (“significant other observable inputs”). The fair value calculation also includes an amount for risk of non-performance using “significant unobservable inputs” such as estimates of current credit spreads to evaluate the likelihood of default. The Company has concluded, as of April 30, 2025 and October 31, 2024, the fair value associated with the “significant unobservable inputs” relating to the Company’s risk of non-performance was insignificant to the overall fair value of the interest rate swap agreements and, as a result, the Company determined that the relevant inputs for purposes of calculating the fair value of the interest rate swap agreements, in their entirety, were based upon “significant other observable inputs”. The liabilities associated with the interest rate swaps have been included in accrued expenses and other long-term liabilities in the condensed consolidated balance sheets and gains and losses for the interest rate swaps have been included in other (expense) income, net in the condensed consolidated statements of income.

MISSION PRODUCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10. Earnings Per Share


	Three Months Ended April 30,				Six Months Ended April 30,
	2025		2024		2025		2024
Numerator:
Net income attributable to Mission Produce (in millions)	$	3.1	$	7.0	$	7.0	$	7.0
Denominator:
Weighted average shares of common stock outstanding, used in computing basic earnings per share	70,878,959		70,860,570		70,921,488		70,810,249
Effect of dilutive stock options	—		—		—		—
Effect of dilutive RSUs	142,563		142,993		234,004		149,467
Effect of dilutive PSUs	83,941		—		81,575		—
Weighted average shares of common stock outstanding, used in computing diluted earnings per share	71,105,463		71,003,563		71,237,067		70,959,716
Earnings per share
Basic	$	0.04	$	0.10	$	0.10	$	0.10
Diluted	$	0.04	$	0.10	$	0.10	$	0.10

Equity awards representing shares of common stock outstanding that were excluded in the computation of diluted earnings per share because their effect would have been anti-dilutive as a result of applying the treasury stock method, were as follows:


	Three Months Ended April 30,		Six Months Ended April 30,
	2025	2024	2025	2024
Anti-dilutive stock options	2,052,182	2,078,268	2,059,100	2,078,268
Anti-dilutive RSUs	182,195	230,250	128,973	476,082
Anti-dilutive PSUs	—	—	—	—

11. Related Party Transactions

Transactions with related parties included in the condensed consolidated financial statements were as follows:


	Condensed Consolidated Balance Sheets
	April 30, 2025								October 31, 2024
(In millions)	Accounts receivable		Property, plant and equipment, net		Accounts payable & accrued expenses		Finance lease liabilities		Accounts receivable		Property, plant and equipment, net		Accounts payable & accrued expenses		Finance lease liabilities
Equity method investees:

Mr. Avocado	$	—	$	—	$	—	$	—	$	0.7	$	—	$	—	$	—
Other:
Directors/Officers(1)	0.1		19.6		1.2		20.8		0.2		20.0		—		21.7
Employees(2)	—		—		1.0		—		—		—		0.4		—

MISSION PRODUCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


	Condensed Consolidated Statements of Income
(In millions)	Net sales		Cost of sales		Interest expense		Net sales		Cost of sales		Interest expense
	Three Months Ended April 30, 2025						Three Months Ended April 30, 2024
Equity method investees:
Henry Avocado	$	0.1	$	—	$	—	$	—	$	—	$	—

Other:
Directors/Officers(1)	0.8		1.5		0.5		0.3		0.9		0.5
Employees(2)	—		3.2		—		—		1.6		—

	Six Months Ended April 30, 2025						Six Months Ended April 30, 2024
Equity method investees:
Henry Avocado	$	0.1	$	—	$	—	$	—	$	—	$	—

Other:
Directors/Officers(1))	1.4		1.8		1.0		0.5		1.1		1.0
Employees(2)	—		4.4		—		—		6.1		—

(1)The Company purchases from and sells fruit to, and provides logistics services to, a small number of entities having full or partial ownership by some of our directors/officers. These transactions are made under substantially similar terms as with other growers and customers. Our blueberries business leases land under a long-term lease with a company owned by one of our directors. The rental rate in the lease was comparable to market rates and reflective of an arms-length transaction. The lease was accounted for as a finance lease right-of-use asset and is included in property, plant and equipment, net in the consolidated balance sheets, with amortization and interest expense recognized in cost of sales and interest expense, respectively, in the condensed consolidated statements of income. The portion of lease costs attributable to noncontrolling interest, net of income taxes, was $0.3 million for both the three months ended April 30, 2025 and 2024 and $0.5 million for both the six months ended April 30, 2025 and 2024; amounts were included as part of net income attributable to noncontrolling interest in the condensed consolidated statements of income.

(2)The Company utilizes a small number of transportation vendors in Mexico having full or partial ownership by some of our employees. The Company also purchases avocados from a small number of entities having full or partial ownership by some employees. These transactions are made under substantially similar terms as with other transportation carriers and growers.

12. Segment and Revenue Information

We have three operating segments which are also reportable segments. Our reportable segments are presented based on how information is used by our CEO, who is the chief operating decision maker, to measure performance and allocate resources.

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

•International Farming. International Farming owns and operates orchards from which the vast majority of fruit produced is sold to our Marketing & Distribution segment. The segment’s farming activities range from cultivating early-stage plantings to harvesting from mature trees. It also earns service revenues for packing and processing fruit for both our Blueberries segment, as well as for third-party producers of other crops. Operations are principally located in Peru and Guatemala.

•Blueberries. The Blueberries segment consists of farming activities that include cultivating early-stage blueberry plantings and harvesting mature bushes. Substantially all blueberries produced are sold to a single distributor under an exclusive marketing agreement.

The CEO evaluates and monitors segment performance primarily through segment sales and segment adjusted EBITDA. Adjusted EBITDA refers to net income (loss), before interest expense, income taxes, depreciation and amortization expense, stock-based compensation expense, other income (expense), and income (loss) from equity method investees, further adjusted by asset impairment and disposals, farming costs for nonproductive orchards (which represents land lease costs), recognition of deferred ERP costs, transaction costs, and any special, non-recurring, or one-time items such as remeasurements or impairments, and any portion of these items attributable to the noncontrolling interest, all of which are excluded from the results the CEO uses to assess segment performance and results. We believe that adjusted EBITDA by segment provides useful information for analyzing the underlying business results as well as allowing investors a means to evaluate the financial results of each reportable segment in relation to the Company as a whole. These measures are not in accordance with, nor are they a substitute for or superior to, the comparable GAAP financial measures. Effective for the fourth quarter of 2024, the Company made a change in presentation of its reconciliation of adjusted EBITDA to its comparable GAAP financial measure to include a subtotal of the non-GAAP adjustments before the effect of the noncontrolling interest adjustment called “adjusted EBITDA before adjustment for noncontrolling interest.” The presentation change has no impact to total adjusted EBITDA. We believe the addition of the subtotal within the reconciliation is useful because it better aligns with management’s sequence of review of the information in the reconciliation.

MISSION PRODUCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Net sales from each of our reportable segments were as follows.


	Marketing & Distribution		International Farming		Blueberries		Total		Marketing & Distribution		International Farming		Blueberries		Total
	Three Months Ended April 30,
(In millions)	2025								2024
Third party sales	$	362.5	$	2.1	$	15.7	$	380.3	$	287.1	$	0.5	$	10.0	$	297.6
Affiliated sales	—		6.0		—		6.0		—		0.9		—		0.9
Total segment sales	362.5		8.1		15.7		386.3		287.1		1.4		10.0		298.5
Intercompany eliminations	—		(6.0)		—		(6.0)		—		(0.9)		—		(0.9)
Total net sales	$	362.5	$	2.1	$	15.7	$	380.3	$	287.1	$	0.5	$	10.0	$	297.6
	Six Months Ended April 30,
	2025								2024
Third party sales	$	658.3	$	4.1	$	52.1	$	714.5	$	511.7	$	2.1	$	42.5	$	556.3
Affiliated sales	—		13.2		—		13.2		—		5.1		—		5.1
Total segment sales	658.3		17.3		52.1		727.7		511.7		7.2		42.5		561.4
Intercompany eliminations	—		(13.2)		—		(13.2)		—		(5.1)		—		(5.1)
Total net sales	$	658.3	$	4.1	$	52.1	$	714.5	$	511.7	$	2.1	$	42.5	$	556.3

Supplemental sales information is as follows.


	Three Months Ended April 30,				Six Months Ended April 30,
(In millions)	2025		2024		2025		2024
By type
Avocado	$	332.6	$	267.5	$	611.8	$	479.8
Blueberry	15.7		10.0		52.1		42.5
Mango	29.9		18.2		44.7		29.1
Other	2.1		1.9		5.9		4.9
Total net sales	$	380.3	$	297.6	$	714.5	$	556.3
By customer location
United States	$	317.9	$	254.0	$	582.7	$	465.8
Rest of world	62.4		43.6		131.8		90.5
Total net sales	$	380.3	$	297.6	$	714.5	$	556.3

MISSION PRODUCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Adjusted EBITDA (as defined above) for each of our reportable segments was as follows:


	Three Months Ended April 30,				Six Months Ended April 30,
(In millions)	2025		2024		2025		2024
Marketing & Distribution adjusted EBITDA	$	16.8	$	21.7	$	26.5	$	32.7
International Farming adjusted EBITDA	1.5		(2.2)		3.3		(2.7)
Blueberries adjusted EBITDA	0.8		0.7		7.0		9.4
Total reportable segment adjusted EBITDA	$	19.1	$	20.2	$	36.8	$	39.4
Net income	3.0		7.0		9.2		9.0
Interest expense(1)	2.5		3.4		4.7		6.7
Provision for income taxes	1.7		3.4		4.9		5.5
Depreciation and amortization(2)	7.0		5.7		15.7		18.6
Equity method income	(0.9)		(0.5)		(1.7)		(0.9)

Stock-based compensation	1.9		1.6		3.9		3.0
Losses on asset impairment and disposals	1.7		0.2		1.8		0.4
Farming costs for nonproductive orchards	0.3		0.3		0.8		0.8
Recognition of deferred ERP costs	0.5		0.6		1.1		1.1
Severance	—		—		—		1.3
Legal settlement	—		—		—		0.2
Transaction costs	0.1		—		0.2		—
Canada site closures(3)	0.2		—		0.7		—
Tariffs(4)	1.1		—		1.1		—
Other expense (income), net	0.6		(1.0)		(0.9)		—
Adjusted EBITDA before adjustment for noncontrolling interest	19.7		20.7		41.5		45.7
Noncontrolling interest(5)	(0.6)		(0.5)		(4.7)		(6.3)
Total adjusted EBITDA	$	19.1	$	20.2	$	36.8	$	39.4

(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, 2025 and 2024 and $1.0 million for both the six months ended April 30, 2025 and 2024.

(2)Includes depreciation and amortization of purchase accounting assets of $0.5 million and $0.4 million for the three months ended April 30, 2025 and 2024, respectively, and $0.8 million and $3.3 million six months ended April 30, 2025 and 2024, respectively. Includes $0.2 million of amortization of the Blueberries finance lease for both the three months ended April 30, 2025 and 2024 and $0.4 million for both the six months ended April 30, 2025 and 2024. 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 during the respective quarter. The six months ended April 30, 2024 also include $4.1 million of accelerated depreciation expense, $2.0 million of which was from purchase accounting assets, for certain blueberry plants determined to have no remaining useful life.

(3)Represents 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.

(4)Represents tariff charges levied on USMCA-compliant goods imported from Mexico for the three-day period from March 4th to March 6th, 2025. The extremely short-term nature of the charges prevented the Company from effectively passing the charges in both pricing to customers and prices paid for goods from suppliers. USMCA-compliant goods have subsequently been exempted from tariff charges on U.S. imports and additional adjustments are not expected in the future.

(5)Represents net income (loss) attributable to noncontrolling interest plus the impact of non-GAAP adjustments, allocable to the noncontrolling owner based on their percentage of ownership interest.

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

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited financial statements and related notes included elsewhere in this quarterly report. This discussion and analysis contains forward-looking statements based upon our current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors. Please refer to the section of this report under the heading “Forward Looking Statements.”

Overview

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

We have three operating segments which are also reportable segments:

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

Macroeconomic environment

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

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

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

Supply chain optimization

The Company closed its Canadian distribution centers within its Marketing & Distribution segment during the first quarter of 2025. In connection with the closure, we recognized approximately $1.5 million in charges during the three months ended April 30, 2025 and $2.9 million for the six months ended April 30, 2025. Charges consisted of accelerated depreciation expense of property, plant and equipment, accelerated amortization expense of operating lease right-of-use assets, loss on disposal of property, plant and equipment and severance costs. Distribution volume from these facilities has been absorbed by our other distribution centers and third-party service providers.

Results of Operations

The operating results of our businesses are significantly impacted by the price and volume of fruit we farm, source and distribute. In addition, our results have been, and will continue to be, affected by quarterly and annual fluctuations due to a number of factors, including but not limited to: pests and disease; weather patterns; changes in demand by consumers; food safety advisories; the timing of the receipt, reduction or cancellation of significant customer orders; the gain or loss of significant customers; the availability, quality and price of raw materials; the utilization of capacity at our various locations; and general economic conditions.

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


	Three Months Ended April 30,								Six Months Ended April 30,
	2025				2024				2025				2024
(In millions, except for percentages)	Dollars		%		Dollars		%		Dollars		%		Dollars		%
Net sales	$	380.3	100	%	$	297.6	100	%	$	714.5	100	%	$	556.3	100	%
Cost of sales	351.9		93	%	266.6		90	%	654.6		92	%	496.6		89	%
Gross profit	28.4		7	%	31.0		10	%	59.9		8	%	59.7		11	%
Selling, general and administrative expenses	21.5		6	%	18.7		6	%	43.7		6	%	39.4		7	%
Operating income	6.9		2	%	12.3		4	%	16.2		2	%	20.3		4	%
Interest expense	(2.5)		(1)	%	(3.4)		(1)	%	(4.7)		(1)	%	(6.7)		(1)	%
Equity method income	0.9		—	%	0.5		—	%	1.7		—	%	0.9		—	%

Other (expense) income, net	(0.6)		—	%	1.0		—	%	0.9		—	%	—		—	%
Income before income taxes	4.7		1	%	10.4		3	%	14.1		2	%	14.5		3	%
Provision for income taxes	1.7		—	%	3.4		1	%	4.9		1	%	5.5		1	%
Net income	3.0		1	%	7.0		2	%	9.2		1	%	9.0		2	%
Less: Net (loss) income attributable to noncontrolling interest	(0.1)		—	%	—		—	%	2.2		—	%	2.0		—	%
Net income attributable to Mission Produce	$	3.1	1	%	$	7.0	2	%	$	7.0	1	%	$	7.0	1	%

Net sales

Our net sales are generated predominantly from the shipment of fresh avocados to retail, wholesale and foodservice customers worldwide. Our net sales are affected by numerous factors, including the balance between the supply of and demand for our produce and competition from other fresh produce companies. Our net sales are also dependent on our ability to supply a consistent volume and quality of fresh produce to the markets we serve.


	Three Months Ended April 30,				Six Months Ended April 30,
(In millions)	2025		2024		2025		2024
Net sales by segment:
Marketing and Distribution	$	362.5	$	287.1	$	658.3	$	511.7
International Farming	2.1		0.5		4.1		2.1
Blueberries	15.7		10.0		52.1		42.5
Total net sales	$	380.3	$	297.6	$	714.5	$	556.3

Net sales increased $82.7 million or 28% and $158.2 million or 28% in the three and six months ended April 30, 2025 compared to the same periods last year, primarily driven by our Marketing & Distribution segment, where average per-unit avocado

sales prices increased 26% and 25%, respectively, while volumes sold were flat. Consumer demand outpaced supply, driving higher per-unit pricing as volume was limited by continuing constraints on Mexican fruit availability.

Gross profit

Cost of sales is composed primarily of avocado procurement costs from independent growers and packers, logistics costs, packaging costs, labor, costs associated with cultivation (the cost of growing crops), harvesting and depreciation. Avocado procurement costs from third-party suppliers can vary significantly between and within fiscal years and correlate closely with market prices for avocados. While we have long-standing relationships with our growers and packers, we predominantly purchase fruit on a daily basis at market rates. As such, the cost to procure products from independent growers can have a significant impact on our costs.

Logistics costs include land and sea transportation and expenses related to port facilities and distribution centers. Land transportation costs consist primarily of third-party trucking services to support North American distribution, while sea transportation cost consists primarily of third-party shipping of refrigerated containers from supply markets in South and Central America to demand markets in North America, Europe and Asia. Fuel prices as well as variations in containerboard prices, which affect the cost of boxes and other packaging materials, impact our product cost and our profit margins. Variations in production yields and other input costs also affect our cost of sales.

In general, changes in our volume of products sold can have a disproportionate effect on our gross profit. Within any particular year, a significant portion of our cost of products are fixed. Accordingly, higher volumes produced on company-owned farms directly reduce the average cost per pound of fruit grown on company owned orchards, while lower volumes directly increase the average cost per pound of fruit grown on company owned orchards. Likewise, higher volumes processed through packing and distribution facilities directly reduce the average overhead cost per unit of fruit handled, while lower volumes directly increase the average overhead cost per unit of fruit handled.

Gross profit percentage will fluctuate based upon per-unit sales price levels in relation to per-unit costs. Margin is primarily managed on a per-unit basis in our Marketing & Distribution segment, which can lead to movement in gross profit percentage when sales prices fluctuate.


	Three Months Ended April 30,						Six Months Ended April 30,
	2025			2024			2025			2024
Gross profit (in millions)	$	28.4		$	31.0		$	59.9		$	59.7
Gross profit as a percentage of sales	7.5		%	10.4		%	8.4		%	10.7		%

Gross profit decreased $2.6 million or 8% in the three months ended April 30, 2025 compared to the same period last year to $28.4 million and gross profit percentage decreased 290 basis points compared to the same period last year, to 7.5% of revenue. Our Marketing & Distribution segment was impacted by lower per-unit margins on avocados sold due to challenges in obtaining Mexican supply required to meet customer commitments. In addition, the Marketing & Distribution segment incurred $1.5 million of costs associated with the closure of our Canadian facilities and $1.1 million in tariffs levied on USMCA-compliant goods imported from Mexico for the three days they were in effect during March 2025. Gross profit at the International Farming segment increased due to higher pricing and yield from owned mango orchards as well as higher volume of blueberry packing and cooling services.

Gross profit was flat for the six months ended April 30, 2025 compared to the same period last year. Gross profit percentage decreased 230 basis points compared to the same period last year, to 8.4% of revenue. The Marketing & Distribution and International Farming segments were impacted by the same factors impacting the quarter. Charges incurred for the six months ended April 30, 2025 related to the closure of Canadian facilities were $2.9 million.

SG&A

Selling, general and administrative (“SG&A”) expenses primarily include the costs associated with selling, professional fees, general corporate overhead and other related administrative functions.


	Three Months Ended April 30,				Six Months Ended April 30,
(In millions)	2025		2024		2025		2024
Selling, general and administrative expenses	$	21.5	$	18.7	$	43.7	$	39.4

SG&A expenses increased $2.8 million or 15% and $4.3 million or 11% in the three and six months ended April 30, 2025 compared to the same periods last year. The increases were primarily due to higher employee related costs, inclusive of

performance-based stock compensation expense, as well as higher professional fees, inclusive of fees for external legal counsel associated with outstanding legal proceedings.

Interest expense

Interest expense consists primarily of interest on borrowings under working capital facilities that we maintain and interest on other long-term debt used to make capital and equity investments. We also incur interest expense on finance leases, computed using each lease’s explicit or implicit borrowing rate.


	Three Months Ended April 30,				Six Months Ended April 30,
(In millions)	2025		2024		2025		2024


Interest expense	$	2.5	$	3.4	$	4.7	$	6.7

Interest expense decreased $0.9 million or 26% and $2.0 million or 30% in the three and six months ended April 30, 2025 compared to the same periods last year. The decreases were due to lower average balances on our revolving line of credit and lower interest rates on our borrowings under our credit facility. Interest rates applicable to our credit facility are variable, based on SOFR and a spread depending on our net leverage ratio.

Equity method income

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


	Three Months Ended April 30,				Six Months Ended April 30,
(In millions)	2025		2024		2025		2024
Equity method income	$	0.9	$	0.5	$	1.7	$	0.9

Equity method income increased $0.4 million or 80% and $0.8 million or 89% in the three and six months ended April 30, 2025 compared to the same periods last year. The increases were primarily due to improved margins on fruit sold by Mr. Avocado in China.

Other expense (income), net

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


	Three Months Ended April 30,				Six Months Ended April 30,
(In millions)	2025		2024		2025		2024
Other expense (income), net	$	0.6	$	(1.0)	$	(0.9)	$	—

Other expense was $0.6 million in the three months ended April 30, 2025 compared to other income of $1.0 million for the same period last year. Other expense in the current year quarter was driven by foreign currency transaction loss resulting from a weakening of the U.S. dollar relative to the Mexican peso during the period, which more than offset interest income.

Other income was $0.9 million in the six months ended April 30, 2025 compared to zero in the same period last year, primarily due to greater foreign currency losses resulting from the weakening of the U.S. dollar relative to the Mexican peso in the previous year.

Provision for income taxes

The provision for income taxes consists of the consolidation of tax provisions, computed on a separate entity basis, in each country in which we have operations. We recognize the effects of tax legislation in the period in which the law is enacted. Our deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years we estimate the related temporary differences to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain.

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

Our effective tax rate is impacted by income attributable to foreign jurisdictions which is taxed at different rates from the U.S. federal statutory tax rate of 21%, changes in foreign exchange rates taxable in foreign jurisdictions and nondeductible tax items.


	Three Months Ended April 30,						Six Months Ended April 30,
	2025			2024			2025			2024
Provision for income taxes (in millions)	$	1.7		$	3.4		$	4.9		$	5.5
Effective tax rate	36.2		%	32.7		%	34.8		%	37.9		%

The provision for income tax decreased $1.7 million or 50% and $0.6 million or 11% in the three and six months ended April 30, 2025 compared to the same periods last year, primarily due to the effect of lower income before taxes in the current year. Our effective tax rate was impacted by book losses in jurisdictions where either a full valuation allowance has been recorded or where loss carryforward is disallowed in both years.

Segment Results of Operations

Our CEO evaluates and monitors segment performance primarily through segment sales and segment adjusted earnings before interest expense, income taxes and depreciation and amortization (“adjusted EBITDA”). We believe that adjusted EBITDA by segment provides useful information for analyzing the underlying business results as well as allowing investors a means to evaluate the financial results of each reportable segment in relation to the Company as a whole. These measures are not in accordance with, nor are they a substitute for or superior to, the comparable GAAP financial measures. Effective for the fourth quarter of 2024, the Company made a change in presentation of its reconciliation of adjusted EBITDA to its comparable GAAP financial measure to include a subtotal of the non-GAAP adjustments before the effect of the noncontrolling interest adjustment called “adjusted EBITDA before adjustment for noncontrolling interest.” The presentation change has no impact to total adjusted EBITDA. We believe the addition of the subtotal within the reconciliation is useful because it better aligns with management’s sequence of review of the information in the reconciliation.

Adjusted EBITDA refers to net income (loss), before interest expense, income taxes, depreciation and amortization expense, stock-based compensation expense, other income (expense), and income (loss) from equity method investees, further adjusted by asset impairment and disposals, farming costs for nonproductive orchards (which represents land lease costs), recognition of deferred ERP costs, transaction costs, and any special, non-recurring, or one-time items such as remeasurements or impairments, and any portion of these items attributable to the noncontrolling interest, all of which are excluded from the results the CEO uses to assess segment performance and results.

Net sales


	Marketing & Distribution		International Farming		Blueberries		Total		Marketing & Distribution		International Farming		Blueberries		Total
	Three Months Ended April 30,
(In millions)	2025								2024
Third party sales	$	362.5	$	2.1	$	15.7	$	380.3	$	287.1	$	0.5	$	10.0	$	297.6
Affiliated sales	—		6.0		—		6.0		—		0.9		—		0.9
Total segment sales	362.5		8.1		15.7		386.3		287.1		1.4		10.0		298.5
Intercompany eliminations	—		(6.0)		—		(6.0)		—		(0.9)		—		(0.9)
Total net sales	$	362.5	$	2.1	$	15.7	$	380.3	$	287.1	$	0.5	$	10.0	$	297.6
	Six Months Ended April 30,
	2025								2024
Third party sales	$	658.3	$	4.1	$	52.1	$	714.5	$	511.7	$	2.1	$	42.5	$	556.3
Affiliated sales	—		13.2		—		13.2		—		5.1		—		5.1
Total segment sales	658.3		17.3		52.1		727.7		511.7		7.2		42.5		561.4
Intercompany eliminations	—		(13.2)		—		(13.2)		—		(5.1)		—		(5.1)
Total net sales	$	658.3	$	4.1	$	52.1	$	714.5	$	511.7	$	2.1	$	42.5	$	556.3

Adjusted EBITDA


	Three Months Ended April 30,				Six Months Ended April 30,
(In millions)	2025		2024		2025		2024
Marketing & Distribution adjusted EBITDA	$	16.8	$	21.7	$	26.5	$	32.7
International Farming adjusted EBITDA	1.5		(2.2)		3.3		(2.7)
Blueberries adjusted EBITDA	0.8		0.7		7.0		9.4
Total reportable segment adjusted EBITDA	$	19.1	$	20.2	$	36.8	$	39.4
Net income	3.0		7.0		9.2		9.0
Interest expense(1)	2.5		3.4		4.7		6.7
Provision for income taxes	1.7		3.4		4.9		5.5
Depreciation and amortization(2)	7.0		5.7		15.7		18.6
Equity method income	(0.9)		(0.5)		(1.7)		(0.9)

Stock-based compensation	1.9		1.6		3.9		3.0
Losses on asset impairment and disposals	1.7		0.2		1.8		0.4
Farming costs for nonproductive orchards	0.3		0.3		0.8		0.8
Recognition of deferred ERP costs	0.5		0.6		1.1		1.1
Severance	—		—		—		1.3
Legal settlement	—		—		—		0.2
Transaction costs	0.1		—		0.2		—
Canada site closures(3)	0.2		—		0.7		—
Tariffs(4)	1.1		—		1.1		—
Other expense (income), net	0.6		(1.0)		(0.9)		—
Adjusted EBITDA before adjustment for noncontrolling interest	19.7		20.7		41.5		45.7
Noncontrolling interest(5)	(0.6)		(0.5)		(4.7)		(6.3)
Total adjusted EBITDA	$	19.1	$	20.2	$	36.8	$	39.4

(5)Represents net income (loss) attributable to noncontrolling interest plus the impact of non-GAAP adjustments, allocable to the noncontrolling owner based on their percentage of ownership interest.

Marketing & Distribution

Net sales in our Marketing & Distribution segment increased $75.4 million or 26% and $146.6 million or 29% in the three and six months ended April 30, 2025 compared to the same periods last year, driven by the avocado pricing increases as described above.

Segment adjusted EBITDA decreased $4.9 million or 23% and $6.2 million or 19% in the three and six months ended April 30, 2025 compared to the same periods last year, primarily due to lower per-unit gross margin on avocados sold and higher SG&A expenses, as described above.

International Farming

The vast majority of fruit sales from our International Farming segment are made to the Marketing & Distribution segment, with the remainder of revenue largely derived from services provided to third parties and our Blueberries segment. Affiliated sales are concentrated in the second half of the fiscal year in alignment with the Peruvian avocado harvest season, which typically runs from April through September of each year. As a result, adjusted EBITDA for the International Farming segment is generally concentrated in the third and fourth quarters of the fiscal year in alignment with the timing of sales. In addition, the Company operates approximately 700 acres of mangos in Peru. The timing of the mango harvest is generally concentrated in the fiscal second quarter.

Total segment sales in our International Farming segment increased $6.7 million or 479% and $10.1 million or 140% in the three and six months ended April 30, 2025 compared to the same periods last year. Segment adjusted EBITDA increased $3.7 million or 168% and $6.0 million or 222% in the three and six months ended April 30, 2025 compared to the same periods last year. The increases were driven by higher pricing and higher yield from owned mango orchards as well as higher volume of blueberry packing and cooling services.

Blueberries

Sales in our Blueberries segment have traditionally been concentrated in the first and fourth quarters of our fiscal year in alignment with the Peruvian blueberry harvest season, which typically runs from July through February.

Net sales in our Blueberries segment increased $5.7 million or 57% in the three months ended April 30, 2025 compared to the same period last year, primarily due to higher volume driven by increased total acreage and yields from our farms.

Segment adjusted EBITDA was flat for the three months ended April 30, 2025 compared to the same period last year as the volume growth offset the lower per-unit margin.

Net sales in our Blueberries segment increased $9.6 million or 23% in the six months ended April 30, 2025 compared to the same period last year, due to a 64% increase in volume, partially offset by a 25% decrease in average per-unit sales price. Higher volumes were driven by both increased total acreage and higher yields from our farms, while decreased prices were driven by higher total industry production from Peru after unfavorable regional weather conditions negatively impacted supply during the prior year.

Segment adjusted EBITDA decreased $2.4 million or 26% for the six months ended April 30, 2025 compared to the same period last year, primarily due to lower per-unit margins attributed to lower selling prices.

Liquidity and Capital Resources

Operating activities

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


	Six Months Ended April 30,
(In millions)	2025		2024
Net income	$	9.2	$	9.0
Depreciation and amortization	15.7		18.6
Equity method income	(1.7)		(0.9)

Noncash lease expense	3.7		3.1
Stock-based compensation	3.9		3.0
Dividends received from equity method investees	2.2		3.2
Deferred income taxes	(0.2)		(1.0)


Other	2.2		1.6
Changes in working capital	(48.0)		(23.7)
Net cash (used in) provided by operating activities	$	(13.0)	$	12.9

Net cash used in operating activities was $13.0 million for the six months ended April 30, 2025, compared to cash provided of $12.9 million in the same period last year, driven largely by growth in working capital. The increase in working capital in the current year is driven by the higher avocado price environment which has increased receivable balances in our Marketing & Distribution segment, while increased acreage and harvest timing has resulted in higher inventory balances in our International Farming segment.

Investing activities


	Six Months Ended April 30,
(In millions)	2025		2024
Purchases of property, plant and equipment	$	(28.0)	$	(17.7)

Investment in equity method investees	—		(0.6)



Other	(0.2)		—
Net cash used in investing activities	$	(28.2)	$	(18.3)

Property, plant and equipment


	Six Months Ended April 30,
(In millions)	2025		2024
Purchases of property, plant and equipment by segment:
Marketing & Distribution	$	2.2	$	5.5
International Farming	17.6		7.6
Blueberries	8.2		4.6
Total purchases of property, plant and equipment	$	28.0	$	17.7

In the six months ended April 30, 2025 and 2024, capital expenditures were comprised primarily of avocado orchard development, pre-production orchard maintenance and land improvements, packhouse construction in Guatemala and pre-production land development and blueberry plant cultivation in Peru. The six months ended April 30, 2024 also included distribution facility construction costs in the U.K. in our Marketing & Distribution segment.

Financing activities


	Six Months Ended April 30,
(In millions)	2025		2024
Borrowings on revolving credit facility	$	55.0	$	40.0
Payments on revolving credit facility	(20.0)		(20.0)

Repayment of short-term borrowings	(3.5)		(2.8)

Principal payments on long-term debt obligations	(1.5)		(1.8)
Principal payments on finance lease obligations	(0.5)		(2.6)
Payments for long-term supplier financing	(0.3)		(0.3)
Payments to noncontrolling interest holder for long-term supply financing	(1.4)		(1.9)
Principal payments on loans due to noncontrolling interest holder	—		(0.5)
Payments of minimum withholding taxes on net share settlement of equity awards	(1.5)		(0.8)
Exercise of stock options	0.3		—
Purchase and retirement of common stock	(5.5)		—


Net cash provided by financing activities	$	21.1	$	9.3

Borrowings and repayments of debt

We utilize a revolving line of credit for short-term working capital purposes. Principal payments on our credit facility are made in accordance with debt maturity schedules.

Blueberries

Financing of our Blueberries segment consists of shareholder contributions and loans, as well as short-term bank borrowings, as needed. Principal payments on shareholder loans are made in accordance with loan agreements. Principal payments on finance lease obligations primarily relate to a long-term land lease, which for accounting purposes has been classified as a finance lease. Certain supply purchases are made under long-term financing arrangements, a significant portion of which are with the noncontrolling interest holder of the entity.

Purchase and retirement of common stock

Shares of the company’s common stock may be repurchased from time to time in the open market or privately negotiated transactions under our share repurchase program. For more information on our stock repurchase program, see “Item 2. Unregistered Sales of Equity Securities and Use of Proceeds” in this quarterly report.

Capital resources


(In millions)	April 30, 2025		October 31, 2024
Cash and cash equivalents	$	36.7	$	58.0
Working capital(1)	147.2		129.9

(1)Current assets minus current liabilities.

Capital resources include cash flows from operations, cash and cash equivalents, and debt financing. Our Blueberries segment may from time to time also receive capital contributions or loans from shareholders.

Our syndicated credit facility with Bank of America has a total borrowing capacity of $250 million. The credit facility is comprised of two senior term loans totaling $100 million and a revolving credit agreement of $150 million. The loans are secured by assets of the Company, including certain real property, personal property and capital stock of the Company’s subsidiaries. Borrowings under the credit facility bear interest at a spread over SOFR ranging from 1.5% to 2.5% depending on the Company’s consolidated total net leverage ratio. We pay fees on unused commitments on the credit facility.

As of April 30, 2025, we were required to comply with the following financial covenants: (a) a quarterly consolidated leverage ratio of not more than 3.5 to 1.00 and (b) a quarterly consolidated fixed charge coverage ratio of not less than 1.25 to 1.00. As of April 30, 2025, we were in compliance with all such covenants of the credit facility.

Material cash requirements

Capital expenditures

We have various capital projects in progress for farming expansion and facility improvements which we intend to fund through our operating cash flow as well as cash and cash equivalents on hand. For fiscal 2025, we expect total capital expenditures inclusive of approximately $10 million carryover from fiscal 2024, to be between $50 to $55 million. The spend will be allocated primarily to our International Farming and Blueberries segments. Within our International Farming segment, spend will be concentrated in Guatemala for pre-production avocado orchard maintenance and packhouse construction. Within our Blueberries segment, spend will be concentrated on land development and plant cultivation in Peru.

Leases

We are party to various leases, the most material of which are for facilities and land. Our undiscounted cash liabilities were approximately $173.5 million as of April 30, 2025, of which, approximately $105.9 million was for long-term land leases in our International Farming and Blueberries segments.

Long-term debt

As of April 30, 2025, outstanding borrowings on our syndicated debt facility totaled $147.5 million. See Note 6 to the consolidated financial statements for more information.

Critical accounting estimates

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended April 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

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

PART II- OTHER INFORMATION

Item 1. Legal Proceedings

The following updates the matters discussed in “Part I, Item 3. Legal Proceedings” in our Annual Report on Form 10-K for the year ended October 31, 2024:

Item 1A. Risk Factors

For a discussion of our risk factors, see “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended October 31, 2024, filed with the SEC on December 19, 2024 and “Part II, Item 1A. Risk Factors” in the quarterly report on Form 10-Q for the quarter ended January 31, 2025, filed with the SEC on March 10, 2025 . The risks and uncertainties that we face are not limited to those set forth in the 2024 Form 10-K and subsequent quarterly reports. You should carefully consider the risk factors in the 2024 Form 10-K and subsequent reports, together with the other information contained in this quarterly report on Form 10-Q, including our financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before making a decision to purchase or sell shares of our common stock. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business and the trading price of our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer repurchases of equity securities

On September 6, 2023, the Board of Directors approved a stock repurchase program, which permits the Company to repurchase up to $20 million of shares of the Company’s common stock within 36 months from adoption. Share repurchases may be made from time to time in open market or privately negotiated transactions and/or pursuant to Rule 10b5-1 trading plans in such quantities and at such prices as may be authorized by certain designated officers of the Company and are subject to market conditions, applicable legal requirements, trading restrictions under the Company’s insider trading policy and other relevant factors.

Repurchases by us or our “affiliated purchasers” (as defined in Rule 10b-18(a)(3) of the Exchange Act) of registered equity securities during the second quarter of 2025 were as follows:


Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plan	Approximate dollar value of shares that may yet be purchased under the plan (in millions)
March 1-31, 2025	400,806	$	10.06	400,806	$	15.0
April 1-30, 2025	116,995	$	10.00	116,995	$	13.9

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

During the fiscal quarter ended April 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).

Item 6. Exhibits

The documents set forth are filed herewith or incorporated herein by reference.

INDEX

Incorporated by Reference

Exhibit No.

Exhibit Description

Form

Date

Number

Filed

Herewith

3.1

Amended and Restated Certificate of Incorporation

8-K

10/7/2020

3.2

Amendment to Amended and Restated Certificate of Incorporation

10-Q

6/8/2024

3.2

3.3

Amended and Restated Bylaws

8-K

10/7/2020

3.2

31.1*

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101

The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended April 30, 2025 formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Income (iv) Condensed Consolidated Statements of Changes in Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 5, 2025.


MISSION PRODUCE, INC.

/s/ Stephen J. Barnard
Stephen J. Barnard
Chief Executive Officer

/s/ Bryan E. Giles
Bryan E. Giles
Chief Financial Officer

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Date	Price Target	Rating	Analyst
5/17/2024	$15.00	Buy	Lake Street
4/7/2022	$20.00 → $18.00	Neutral → Buy	Citigroup
12/23/2021	$25.00 → $20.00	Overweight	Stephens & Co.
12/21/2021	$22.00 → $20.00	Neutral	Citigroup

SEC Form 10-Q filed by Mission Produce Inc.

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