10q10k10q10k.net

What changed in Mission Produce, Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Mission Produce, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+169 added−160 removedSource: 10-K (2025-12-18) vs 10-K (2024-12-19)

Top changes in Mission Produce, Inc.'s 2025 10-K

169 paragraphs added · 160 removed · 122 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

10 edited+0 added−0 removed33 unchanged
Biggest changeOperations are principally located in Peru, with smaller operations emerging in other areas of Latin America. • Blueberries is a farming operation that cultivates blueberry plants in Peru. The entity farms high-quality varieties of blueberries, and has plants in various stages of development, from seedling to mature. Products and services We primarily source, produce, pack and distribute avocados.
Biggest changeOperations are principally located in Peru and Guatemala. • Blueberries 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. Products and services We primarily source, produce, pack and distribute avocados. The avocados we sell are primarily of the Hass variety.
We report our results of operations in three operating segments which are also reportable segments: • Marketing & Distribution sources fruit from growers and then distributes fruit through our global distribution network; • International Farming owns and operates orchards from which the vast majority of fruit produced is sold to our Marketing & Distribution segment.
We report our results of operations in three operating segments which are also reportable segments: • Marketing & Distribution sources fruit from growers and then distributes the fruit through our global distribution network; • International Farming owns and operates orchards from which the vast majority of fruit produced is sold to our Marketing & Distribution segment.
As a result of the volumes sourced from our farming operations in Peru, we realize a greater portion of our gross profit during the third and fourth quarters of our fiscal year.
As a result of the volumes sourced from our 2 farming operations in Peru, we realize a greater portion of our gross profit during the third and fourth quarters of our fiscal year.
The avocados we sell are primarily of the Hass variety. We sort and pack avocados and match their specifications to respective customer requirements. We sell both pre-ripe and ripened avocados, and with our network of ripening facilities, we can adjust the level of ripeness to the needs of our customers.
We sort and pack avocados and match their specifications to respective customer requirements. We sell both pre-ripe and ripened avocados, and with our network of ripening facilities, we can adjust the level of ripeness to the needs of our customers.
People As of October 31, 2024, we had approximately 3,100 employees located worldwide, of which, 1,500 were located in Peru, 700 were located in Mexico, 500 were located in the U.S., and 400 were located in other regions such as Guatemala, the U.K., Europe and Canada. Our headcount in Peru is inclusive of our Moruga blueberry operation.
People As of October 31, 2025, we had approximately 3,800 employees located worldwide, of which, 2,100 were located in Peru, 800 were located in Mexico, 500 were located in the U.S., 300 were located in Guatemala and 100 were located in the U.K. and Europe. Our headcount in Peru is inclusive of our Moruga blueberry operation.
In Mexico, avocados are harvested year-round, but the harvest typically peaks between December through March. Although these 2 geographical differences may lead to fluctuations in the purchase price of avocados, our diverse geographical avocado growth and production capabilities help us mitigate volatility in our access to supply of avocados.
Although these geographical differences may lead to fluctuations in the purchase price of avocados, our diverse geographical avocado growth and production capabilities help us mitigate volatility in our access to supply of avocados.
As of October 31, 2024, our approximate international avocado planted acreage, by age and rounded to the nearest hundred, was as follows: Avocado Acreage by Age Country 0-3 years 4-6 years >7 years Total Peru 500 2,700 6,400 9,600 Guatemala 1,600 200 — 1,800 Colombia (1) 900 1,100 — 2,000 Total 3,000 4,000 6,400 13,400 (1) Acreage in Colombia is farmed through a joint venture.
As of October 31, 2025, our approximate international avocado planted acreage, by age and rounded to the nearest hundred, was as follows: Avocado Acreage by Age Country 0-3 years 4-6 years >7 years Total Peru — 3,200 6,400 9,600 Guatemala 1,100 500 — 1,600 Total 1,100 3,700 6,400 11,200 We are also involved in the farming of other fruits on a limited scale.
We are also involved in the farming of other fruits on a limited scale. We have planted mango orchards in Peru to enable us to realize synergies from labor and facility management during the avocado off-season. We have also invested in a blueberry farming joint venture, Moruga.
We have planted mango orchards in Peru to enable us to realize synergies from labor and facility management during the avocado off-season. We have also invested in a blueberry farming joint venture. While we do not market blueberries, our investment in the joint venture further allows us to leverage labor and facility investments in Peru.
In addition, we have several issued patents and copyrights that are not material to our business at this time. Seasonality The total sales and sales price of avocados fluctuates throughout the year due to variations in supply of avocados based on geographic location. For example, in California and Peru, the harvest of avocados typically peaks between April and September.
Seasonality The total sales and sales price of avocados fluctuates throughout the year due to variations in supply of avocados based on geographic location. For example, in California and Peru, the harvest of avocados typically peaks between April and September. In Mexico, avocados are harvested year-round, but the harvest typically peaks between December through March.
While we do not market blueberries, our investment in Moruga further allows us to leverage labor and facility investments in Peru. Intellectual property We have registered or submitted registrations for certain trademarks with the United Stated Patent and Trademark Office and with the appropriate bodies in international jurisdictions, including The MISSION & TOWER DESIGN® and MISSION PRODUCE™.
Intellectual property We have registered or submitted registrations for certain trademarks with the United States Patent and Trademark Office and with the appropriate bodies in international jurisdictions, including The MISSION & TOWER DESIGN® and MISSION PRODUCE™. In addition, we have several issued patents and copyrights that are not material to our business at this time.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

35 edited+14 added−2 removed206 unchanged
Biggest changeThe rules and regulations applicable to public companies has and will continue to substantially increase our legal and financial compliance costs and to make some activities more time consuming. If these requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.
Biggest changeIf these requirements divert the attention of our 14 management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations. The increased costs will decrease our net income or increase our net loss, and may require us to reduce costs in other areas of our business.
These provisions provide, among other things, that: • our Board of Directors has the exclusive right to expand the size of our Board of Directors and to elect directors to fill a vacancy created by the expansion of the Board of Directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board of Directors; • our Board of Directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered three-year terms, which may delay the ability of stockholders to change the membership of a majority of our Board of Directors; • our stockholders may not act by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; • a special meeting of stockholders may be called only by the chairperson of our Board of Directors, our chief executive officer, president or our Board of Directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; • our amended and restated certificate of incorporation prohibits cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • our Board of Directors may alter provisions of our bylaws without obtaining stockholder approval; • the approval of the holders of at least two-thirds of the shares entitled to vote at an election of directors is required to adopt, amend or repeal our bylaws or repeal the provisions of our amended and restated certificate of incorporation regarding the election and removal of directors; • stockholders must provide advance notice and additional disclosures in order to nominate individuals for election to the Board of Directors or to propose matters that can be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company; and • our Board of Directors is authorized to issue shares of preferred stock and to determine the terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer.
These provisions provide, among other things, that: • our Board of Directors has the exclusive right to expand the size of our Board of Directors and to elect directors to fill a vacancy created by the expansion of the Board of Directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board of Directors; • our Board of Directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered three-year terms, which may delay the ability of stockholders to change the membership of a majority of our Board of Directors; • our stockholders may not act by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; • a special meeting of stockholders may be called only by the chairperson of our Board of Directors, our chief executive officer, president or our Board of Directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; • our amended and restated certificate of incorporation prohibits cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • our Board of Directors may alter provisions of our bylaws without obtaining stockholder approval; 15 • the approval of the holders of at least two-thirds of the shares entitled to vote at an election of directors is required to adopt, amend or repeal our bylaws or repeal the provisions of our amended and restated certificate of incorporation regarding the election and removal of directors; • stockholders must provide advance notice and additional disclosures in order to nominate individuals for election to the Board of Directors or to propose matters that can be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company; and • our Board of Directors is authorized to issue shares of preferred stock and to determine the terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer.
Such financing may not be available on favorable terms, if at all. In addition, our term loans are secured by real property, personal property and the capital stock of our subsidiaries. If we cannot repay all amounts that we have borrowed under our term loans, our lenders could proceed against our assets. Item 1B. Unresolved Staff Comments None. 16
Such financing may not be available on favorable terms, if at all. In addition, our term loans are secured by real property, personal property and the capital stock of our subsidiaries. If we cannot repay all amounts that we have borrowed under our term loans, our lenders could proceed against our assets. Item 1B. Unresolved Staff Comments None.
These borrowing arrangements are described in more detail in “Liquidity and Capital Resources” under Part II, Item 7 and in Note 9 to the consolidated financial statements under Part II, Item 8 of this annual report. Compliance with some of these covenants is based on financial measures derived from our operating results.
These borrowing arrangements are described in more detail in “Liquidity and 16 Capital Resources” under Part II, Item 7 and in Note 9 to the consolidated financial statements under Part II, Item 8 of this annual report. Compliance with some of these covenants is based on financial measures derived from our operating results.
Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the U.S. and in other jurisdictions and related shareholder lawsuits, could lead to substantial civil and criminal, monetary and non-monetary penalties, and could cause us to incur significant legal and investigatory fees.
Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the U.S. 12 and in other jurisdictions and related shareholder lawsuits, could lead to substantial civil and criminal, monetary and non-monetary penalties, and could cause us to incur significant legal and investigatory fees.
Such regulation could take several forms that could result in additional costs in the form of taxes, the restriction of output, investments of capital to maintain compliance with laws and regulations, or required acquisition or trading of emission allowances.
Such regulation could take several forms that could result in additional costs in the form of taxes, the restriction of output, investments of capital to maintain compliance 11 with laws and regulations, or required acquisition or trading of emission allowances.
With a limited number of trees on our farms and on the farms from which we purchase, our ability to obtain supply from third parties and adapt to any changes in demand of our product is constrained.
With a limited number of trees on our farms and on the farms from which we purchase, our ability to obtain supply from third parties and adapt to any changes in demand for our product is constrained.
Failure to utilize, manage, 11 and operate such facilities, including preservation and maintenance of machinery and management and resource allocation related to labor, in an effective and efficient manner could cause operational and financial losses.
Failure to utilize, manage, and operate such facilities, including preservation and maintenance of machinery and management and resource allocation related to labor, in an effective and efficient manner could cause operational and financial losses.
Ongoing efforts to comply with evolving laws 9 and regulations may be costly and require ongoing modifications to our policies, procedures and systems.
Ongoing efforts to comply with evolving laws and regulations may be costly and require ongoing modifications to our policies, procedures and systems.
Acquisitions entail numerous risks, including the integration of the acquired operations, diversion of management’s attention to other business concerns, risks of entering markets in which we have limited prior experience, assumption of liabilities and the potential loss of key employees of acquired organizations.
Acquisitions entail numerous risks, including the integration of the acquired operations, diversion of management’s attention to other business concerns, risks of entering markets in which we have limited prior experience, assumption of liabilities and the potential loss of key customers or employees of acquired organizations.
As a result, we may sell fruit in less favorable markets at reduced profitability and/or dispose of the fruit at a loss. Lack of a holistic customer strategy and prioritization of customers for fulfillment during shortages or at sub optimal pricing may negatively impact financial results and cause operational challenges.
As a result, we may sell fruit in less favorable markets at reduced profitability and/or dispose of the fruit at a loss. Lack of a holistic customer strategy and prioritization of customers for fulfillment during shortages or at suboptimal pricing may negatively impact financial results and cause operational challenges.
System security risks, data protection breaches, cyber-attacks and systems integration issues could disrupt our internal operations or services provided to customers, and any such disruption could reduce our expected revenue, increase our expenses, damage our reputation and adversely affect our stock price.
System security risks (including risks related to AI), data protection breaches, cyber-attacks, and systems integration issues could disrupt our internal operations or services provided to customers, and any such disruption could reduce our expected revenue, increase our expenses, damage our reputation and adversely affect our stock price.
Sales to our top 10 customers amounted to approximately 69% of net sales for the year ended October 31, 2024, 65% for the year ended October 31, 2023, and 59% for the year ended October 31, 2022. We expect that a significant portion of our revenues will continue to be derived from a relatively small number of customers.
Sales to our top 10 customers amounted to approximately 67% of net sales for the year ended October 31, 2025, 69% for the year ended October 31, 2024, and 65% for the year ended October 31, 2023. We expect that a significant portion of our revenues will continue to be derived from a relatively small number of customers.
The price of various products that we use in packing, shipping, or distributing our products can significantly affect our costs. Fuel and transportation costs are a significant cost component and make up a meaningful portion of the price of much of the fruit that we purchase from growers.
The price of various products that we use in packing, shipping, or distributing our products can significantly affect our costs. Fuel and transportation costs are a significant operating expense component and also make up a meaningful portion of the price of much of the fruit that we purchase from growers.
Future acquisitions by us could result in accounting charges, potentially dilutive issuances of equity securities, and increased debt and contingent liabilities, any of which could have a material adverse effect on our business and the market price of our common stock.
Future acquisitions by us could result in significant costs, potentially dilutive issuances of equity securities, and increased debt and contingent liabilities, any of which could have a material adverse effect on our business and the market price of our common stock.
Our executive officers and directors, in the aggregate, own approximately 34% of our outstanding common stock as of October 31, 2024. Furthermore, many of our current directors were appointed by our principal stockholders.
Our executive officers and directors, in the aggregate, own approximately 33% of our outstanding common stock as of October 31, 2025. Furthermore, many of our current directors were appointed by our principal stockholders.
Our stock price has been and is likely to continue to be volatile. The stock market has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their common stock at or above the price at which they paid.
The stock market has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their common stock at or above the price at which they paid.
Our amended and restated certificate of incorporation provides that the Chancery Court of the State of Delaware is the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees. 15 Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Chancery Court of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action, suit or proceeding brought on our behalf; (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or stockholders owed to us or our stockholders; (iii) any action, suit or proceeding asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our bylaws (as either may be amended from time to time); or (iv) any action, suit or proceeding asserting a claim against us governed by the internal affairs doctrine.
Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Chancery Court of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action, suit or proceeding brought on our behalf; (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or stockholders owed to us or our stockholders; (iii) any action, suit or proceeding asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our bylaws (as either may be amended from time to time); or (iv) any action, suit or proceeding asserting a claim against us governed by the internal affairs doctrine.
We depend on our key personnel and an effective organizational structure to run our business and if we fail to attract and retain key personnel, or fail to optimize our organization structure, we may not be able to implement our business strategy or operate our business effectively.
We depend on our key personnel and an effective organizational structure to run our business and if we fail to attract and retain key personnel, or fail to optimize our organization structure, we may not be able to implement our business strategy or operate our business effectively. Our success largely depends on the contributions of our management team.
If our effective tax rates were to increase, or if the ultimate determination of our taxes owed is for an amount in excess of amounts previously accrued, our financial condition, operating results and cash flows could be adversely affected.
If our effective tax rates were to increase, or if the ultimate determination of our taxes owed is for an amount in excess of amounts previously accrued, our financial condition, operating results and cash flows could be adversely affected. On September 10, 2025, Peru enacted tax law which provided benefits to agribusiness entities.
Such changes have the potential to 10 adversely impact the U.S. economy or sectors thereof, our industry and the global demand for our products, and as a result, could have a negative impact on our business, financial condition and results of operations. We are subject to health and safety laws, which restrict our operations and increase our operating costs.
Such changes have the potential to adversely impact the U.S. economy or sectors thereof, our industry and the global demand for our products, and as a result, could have a negative impact on our business, financial condition and results of operations.
Our independent registered public accounting firm is required to attest to the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation.
The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation.
We are subject to taxes in the U.S., Mexico, Peru, the Netherlands, the United Kingdom, and other countries. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change.
We could be subject to changes in tax rates, the adoption of new U.S. or international tax legislation or exposure to additional tax liabilities. We are subject to taxes in the U.S., Mexico, Peru, the Netherlands, the United Kingdom, and other countries. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change.
The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, our board committees or as executive officers.
We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, our board committees or as executive officers.
The broader consequences of these conflicts, which may include sanctions, embargoes, regional instability, and geopolitical shifts; transportation bans relating to certain routes, or strategic decisions to alter certain routes; potential retaliatory action by governments against companies, including us; increased tensions between the United States and countries in which we operate; and the extent of these conflicts’ effects on our business and results of operations as well as the global economy, cannot be predicted.
The broader consequences of these conflicts, which may include sanctions, embargoes, regional instability, and geopolitical shifts; transportation bans relating to certain routes, or strategic decisions to alter certain routes; potential retaliatory action by governments against companies, including us; increased tensions between the United States and countries in which we operate; and the extent of these conflicts’ effects on our business and results of operations as well as the global economy, cannot be predicted. 13 Our business is heavily dependent on certain factors and risks such as those we have described in Item 1A that may limit our ability to accurately forecast our future performance and increase the risk of an investment in our common stock.
Our success largely depends on the contributions of our management team, including Stephen Barnard, our CEO. We believe that these individuals’ expertise and knowledge about our industry and their respective fields and their relationships with other individuals in our industry are critical factors to our continued growth and success.
We believe that these individuals’ expertise and knowledge about our industry and their respective fields and their relationships with other individuals in our industry are critical factors to our continued growth and success.
If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively, which could have a material adverse effect on our business, financial condition, and results of operations. 12 We could be subject to changes in tax rates, the adoption of new U.S. or international tax legislation or exposure to additional tax liabilities.
If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively, which could have a material adverse effect on our business, financial condition, and results of operations.
The FDA establishes, and continues to modify, regulations governing the distribution of our products, such as the Food Safety Modernization Act, which implements mandatory preventive controls for food facilities and growing operations to comply with mandatory produce safety standards.
Our results of operations may be adversely affected if we are unable to comply with existing and modified regulations and are unable to secure import permits in the future. 10 The FDA establishes, and continues to modify, regulations governing the distribution of our products, such as the Food Safety Modernization Act, which implements mandatory preventive controls for food facilities and growing operations to comply with mandatory produce safety standards.
An inactive market may also impair our ability to raise capital by selling shares and may impair our ability to acquire other businesses or technologies using our shares as consideration, which, in turn, could materially adversely affect our growth. 13 The trading price of the shares of our common stock has been, and is likely to continue to be, highly volatile, and purchasers of our common stock could incur substantial losses.
An inactive market may also impair our ability to raise capital by selling shares and may impair our ability to acquire other businesses or technologies using our shares as consideration, which, in turn, could materially adversely affect our growth.
If we fail to maintain proper and effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trading price of our common stock may decline. 14 Pursuant to Section 404 of Sarbanes-Oxley, our management is required to report upon the effectiveness of our internal control over financial reporting beginning with the annual report for our fiscal year ending October 31, 2021.
If we fail to maintain proper and effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trading price of our common stock may decline.
The OECD has recommended that the Pillar Two rule become effective for fiscal years beginning after January 1, 2024, which is our fiscal 2025. To date, member states are in various stages of implementation and the OECD continues to refine technical guidance. On December 30, 2020, Peru enacted tax law repealing current tax law which provided benefits to agribusiness entities.
The OECD has recommended that the Pillar Two rule become effective for fiscal years beginning after January 1, 2024, which is our fiscal 2025. To date, member states are in various stages of implementation and the OECD continues to refine technical guidance. We are subject to value-added taxes (VAT) in various foreign jurisdictions, including Mexico.
The new law subjects us to higher Peruvian corporate income tax rates than the rate in effect on the date of repeal of 15%, as follows: 20% for calendar years 2023 to 2024, 25% for calendar years 2025 to 2027, and 29.5% thereafter. We are subject to value-added taxes (VAT) in various foreign jurisdictions, including Mexico.
The new law subjects us to lower Peruvian corporate income tax rates than the rate in effect on the date of repeal of 25%, as follows: 15% for calendar years 2026 to 2035 and 29.5% thereafter.
Our permits that allow us to import foreign-sourced products into the United States generally are contingent on our compliance with these regulations. Our results of operations may be adversely affected if we are unable to comply with existing and modified regulations and are unable to secure import permits in the future.
Our permits that allow us to import foreign-sourced products into the United States generally are contingent on our compliance with these regulations.
Despite these efforts, we can provide no assurance that these measures will successfully prevent all cybersecurity incidents or mitigate losses resulting from a cybersecurity incident. Available cyber-risk insurance coverage and policy limits may not adequately cover or compensate us in the event of a cybersecurity incident.
Despite these efforts, we can provide no assurance that these measures will successfully prevent all cybersecurity incidents or mitigate losses resulting from a cybersecurity incident.
Our common stock began trading on Nasdaq in October 2020, but we can provide no assurance that we will be able to maintain an active trading market for our common stock.
The daily trading volume of our common stock fluctuates, and we can provide no assurance that we will be able to maintain an active trading market for our common stock. The liquidity of our common stock is also impacted by our stockholder concentration.
Removed
Our business is heavily dependent on certain factors and risks such as those we have described in Item 1A that may limit our ability to accurately forecast our future performance and increase the risk of an investment in our common stock.
Added
We generally do not have long-term contracts with suppliers or customers, and therefore they may direct all or a portion of their business to a competitor at any time.
Removed
The increased costs will decrease our net income or increase our net loss, and may require us to reduce costs in other areas of our business. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements.
Added
System security risks, data protection breaches, cyber-attacks (including artificial intelligence (AI)-enabled threats), AI-related operational errors, and systems integration issues could disrupt our internal operations or services provided to customers, and any such disruption could reduce our expected revenue, increase our expenses, damage our reputation and adversely affect our stock price.
Added
System security risks, data protection breaches, cyber-attacks (including those leveraging AI), and systems integration issues could disrupt our internal operations or services provided to customers, and any such disruption could reduce our expected revenue, increase our expenses, damage our reputation and adversely affect our stock price.
Added
System security risks, data protection breaches, cyber-attacks and systems integration issues (including risks related to AI) could disrupt our internal operations or services provided to customers, and any such disruption could reduce our expected revenue, increase our expenses, damage our reputation and adversely affect our stock price.
Added
The risk of cybersecurity attacks may increase as AI capabilities improve and are increasingly used to identify vulnerabilities and construct increasingly sophisticated cybersecurity attacks.
Added
In addition, Generative AI tools may inadvertently expose, misuse, or incorporate our confidential, personal, or third‑party data, which could result in data leakage, intellectual property risks, privacy violations, or contractual breaches.
Added
Additionally, we currently utilize certain AI tools, and as we increase our use of artificial intelligence tools, the 9 risk of unauthorized access to our data and of making errors or erroneous decisions based on our reliance on the AI tool will increase.
Added
Evolving and uncertain AI laws, standards, and governance expectations could impose new compliance obligations, restrictions, audit requirements, or liabilities, and our failure to comply could result in fines, remediation costs, or reputational harm. Available cyber-risk insurance coverage and policy limits may not adequately cover or compensate us in the event of a cybersecurity incident.
Added
In addition, the uncertainty of the legality of these tariffs, the time period covered by potential changes in trade policy, the varying breadth and scope of these tariffs, and the evolving nature of tariff policy have created, and may continue to cause, volatility and ambiguity in our business, including with respect to costs, pricing, and margin.
Added
We are subject to health and safety laws, which restrict our operations and increase our operating costs.
Added
The trading price of the shares of our common stock has been, and is likely to continue to be, highly volatile, and purchasers of our common stock could incur substantial losses. Our stock price has been and is likely to continue to be volatile.
Added
The rules and regulations applicable to public companies has and will continue to substantially increase our legal and financial compliance costs and to make some activities more time consuming.
Added
Pursuant to Section 404 of Sarbanes-Oxley, our management is required to report upon the effectiveness of our internal control over financial reporting. Our independent registered public accounting firm is required to attest to the effectiveness of our internal control over financial reporting.
Added
Our amended and restated certificate of incorporation provides that the Chancery Court of the State of Delaware is the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

9 edited+11 added−3 removed1 unchanged
Biggest changeManagement provides regular reports to the Audit Committee and the Board of Directors regarding cybersecurity and other information technology risks. Our Chief Information Officer oversees our information security program. His teams are responsible for leading enterprise-wide cyber resilience strategy, policy, standards, architecture, and processes.
Biggest changeRisk management and strategy Our Information Technology and Information Security teams, led by our CIO, are responsible for leading enterprise-wide cyber resilience strategy, policy, standards, architecture, and processes and helps identify, assess and manage the Company’s cybersecurity threats and risks, including through the use of the Company’s risk register.
Our security efforts are designed to preserve the confidentiality, integrity, and continued availability of all information owned by, or in the care of, the Company and protect against, among other things, cybersecurity attacks by unauthorized parties attempting to obtain access to confidential information, destroy data, disrupt, or degrade service, sabotage systems, or cause other damage.
Our security efforts are designed to preserve the confidentiality, integrity, and continued availability of the critical information owned by, or in the care of, the Company, including intellectual property, confidential information that is proprietary, strategic or competitive in nature, and customer and business partner data, and protect against, among other things, cybersecurity attacks by unauthorized parties attempting to obtain access to confidential information, destroy data, disrupt, or degrade service, sabotage systems, or cause other damage.
We regularly engage appropriate external resources regarding emerging threats to navigate the diverse cybersecurity landscape. In addition to ensuring adequate safeguards are in place to minimize the chance of a successful cyber-attack, the Company has established well-defined response procedures to effectively address cyber events that may occur despite these robust safeguards.
We regularly engage appropriate external resources regarding emerging threats to navigate the diverse cybersecurity landscape. The Company has established well-defined response procedures to effectively address cyber events that may occur despite these robust safeguards.
As part of this commitment, we require our employees to complete a Cybersecurity Awareness eCourse and acknowledge our Information Security policies. In addition, we have an established schedule and process for regular phishing awareness campaigns that are designed to emulate real-world contemporary threats and provide immediate feedback (and, if necessary, additional training or remedial action) to employees.
In addition, we have an established schedule and process for regular phishing awareness campaigns that are designed to emulate real-world contemporary threats and provide immediate feedback (and, if necessary, additional training or remedial action) to employees.
We have partnerships for Security Operations Center (SOC) services and various third-party assessments. We deploy both commercially available solutions and proprietary systems to manage threats to our information technology environment actively. Certain of our information technology applications are externally audited as part of our Sarbanes-Oxley audit program and our controls include information security standards.
We deploy both commercially available solutions, such as firewall and antivirus software, and proprietary systems to manage threats to our information technology environment actively. 17 Certain of our information technology applications are externally audited as part of our Sarbanes-Oxley audit program and our controls include information security standards.
These response procedures are designed to identify, analyze, contain, and remediate such cyber incidents to ensure a timely, consistent, and compliant response to actual or attempted data incidents impacting the Company. The Company devotes appropriate resources and enlists partners to adapt to the evolving threat landscape.
These response procedures are designed to identify, analyze, contain, and remediate such cyber incidents to ensure a timely, consistent, and compliant response to actual or attempted data incidents impacting the Company. Further, we also carry third-party cybersecurity insurance.
The Company takes data protection seriously and ensures employees understand their role in keeping the Company safe from cyber-attacks. We employ a robust information security and training program for our employees, including mandatory computer-based training, regular internal communications, and ongoing end-user testing to measure the effectiveness of our information security program.
We employ an information security and training program for our employees, including mandatory computer-based training, regular internal communications, and ongoing end-user testing to measure the effectiveness of our information security program. As part of this commitment, we require our employees to complete a Cybersecurity Awareness eCourse and acknowledge our Information Security policies.
We devote significant resources to protecting and continuing to improve the security of our computer systems, software, networks, and other technology assets.
We have implemented and maintain various technical, physical, and organizational measures, processes, standards, and policies designed to protect and continue to improve the security of our computer systems, software, networks, and other technology assets.
Item 1C. Cybersecurity and Information Technology Our Board of Directors considers cybersecurity risk to be an important potential risk to our business. The Board of Directors has delegated to the Audit Committee oversight of cybersecurity and other information technology risks affecting the Company. The Audit Committee periodically evaluates our cybersecurity strategy to ensure its effectiveness.
The Board of Directors has delegated to the Audit Committee oversight of cybersecurity risk management processes, including oversight of mitigation of risks from cybersecurity threats, and management provides regular reports to the Audit Committee and the Board of Directors regarding cybersecurity and other information technology risks and the processes the Company has implemented to address them.
Removed
We identify and address information security risks by employing a defense-in-depth methodology that provides multiple, redundant defensive measures and prescribes actions to take in case a security control fails or a vulnerability is exploited. We leverage internal resources, along with strategic external partnerships, to mitigate cybersecurity threats to the Company.
Added
Item 1C. Cybersecurity and Information Technology Governance Our Board of Directors addresses the Company’s cybersecurity risk management as part of its general oversight function.
Removed
We design and assess our information security program based on the National Institute of Standards and Technology Cyber Security Framework (NIST CSF). This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
Added
Our cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including our Chief Information Officer (CIO), who has 30 years of information technology experience and 15 years of cybersecurity experience, who oversees our information security program and is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, and communicating key priorities to relevant personnel.
Removed
We have experienced no material information security breaches in the last three years. As such, we have not spent any material amount of capital on addressing information security breaches in the last three years, nor have we incurred any material expenses from penalties and settlements related to a material breach during this same time.
Added
Our Chief Financial Officer and other executive officers are responsible for setting budgets, helping prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments and other security-related reports. Our cybersecurity incident response plan is designed to escalate certain cybersecurity incidents to members of management depending on the circumstances.
Added
Management works with the Company’s incident response team to help the Company mitigate and remediate cybersecurity incidents of which they are notified. In addition, the Company’s incident response plan includes reporting to the audit committee of the board of directors for certain cybersecurity incidents as appropriate.
Added
Depending on the environment, systems, and data, we implement and maintain various technical, physical, and organizational measures, processes, standards and policies designed to manage and mitigate material risks from cybersecurity threats to our information systems and critical data, including, for example, an incident response plan, incident detection and response processes, disaster recovery plans, risk assessments, encryption of certain data, network security controls, access controls, physical security, systems monitoring, penetration testing, cybersecurity insurance, vendor risk management processes, and employee training, and employment of a defense-in-depth methodology.
Added
We leverage internal resources, along with strategic external partnerships, to mitigate cybersecurity threats to the Company. We have partnerships for Security Operations Center (SOC) services and various third-party assessments of our cybersecurity practices.
Added
We use third-party service providers to perform a variety of functions throughout our business, including software and cloud data service providers, for certain areas of our business, including sourcing/procurement, supply chain, manufacturing, distribution, information technology support services and administrative functions (such as payroll processing, health and benefit plan administration and certain finance and accounting functions).
Added
We have vendor management processes to manage cybersecurity risks associated with our use of certain of these providers.
Added
Depending on the nature of the services provided, the sensitivity of the Information Systems and Data at issue, and the identity of the provider, our vendor management process may involve different levels of assessment designed to help identify cybersecurity risks associated with a provider and impose contractual obligations related to cybersecurity on the provider.
Added
For a description of the risks from cybersecurity threats that may materially affect the Company and how they may do so, see our risk factors under Part 1. Item 1A.
Added
Risk Factors in this Annual Report on Form 10-K, including “System security risks, data protection breaches, cyber-attacks (including artificial intelligence (AI)-enabled threats), AI-related operational errors, and systems integration issues could disrupt our internal operations or services provided to customers, and any such disruption could reduce our expected revenue, increase our expenses, damage our reputation and adversely affect our stock price.”

Item 2. Properties

Properties — owned and leased real estate

4 edited+0 added−0 removed0 unchanged
Biggest changeProperties Our principal operating, distribution and packing facilities as of October 31, 2024 were as follows: Location Type Reportable Segment Owned or Leased North America: Laredo, Texas Distribution Marketing & Distribution Owned Oxnard, California Distribution, packing Marketing & Distribution Owned Swedesboro, New Jersey Distribution Marketing & Distribution Leased Portland, Oregon Distribution Marketing & Distribution Leased Atlanta, Georgia Distribution Marketing & Distribution Leased Denver, Colorado Distribution Marketing & Distribution Leased Chicago, Illinois Distribution Marketing & Distribution Leased Calgary, Alberta, Canada Distribution Marketing & Distribution Leased Dallas, Texas Distribution Marketing & Distribution Leased Toronto, Ontario, Canada Distribution Marketing & Distribution Leased Oxnard, California Corporate headquarters Marketing & Distribution Leased Other: Dartford, U.K.
Biggest changeProperties Our principal operating, distribution and packing facilities as of October 31, 2025 were as follows: Location Type Reportable Segment Owned or Leased North America: Laredo, Texas Distribution Marketing & Distribution Owned Oxnard, California Distribution, packing Marketing & Distribution Owned Swedesboro, New Jersey Distribution Marketing & Distribution Leased Portland, Oregon Distribution Marketing & Distribution Leased Atlanta, Georgia Distribution Marketing & Distribution Leased Denver, Colorado Distribution Marketing & Distribution Leased Chicago, Illinois Distribution Marketing & Distribution Leased Dallas, Texas Distribution Marketing & Distribution Leased Oxnard, California Corporate headquarters Marketing & Distribution Leased Other: Dartford, U.K.
Distribution, packing Marketing & Distribution Leased Virú, Peru Packing International Farming Owned Uruapan, Mexico Packing Marketing & Distribution Owned Zamora, Mexico Packing Marketing & Distribution Owned Trujillo, Peru Administrative International Farming Leased Lima, Peru Administrative, sales International Farming Leased We own and lease approximately 16,200 of plantable acres of agricultural land under our farming operations.
Distribution, packing Marketing & Distribution Leased Virú, Peru Packing International Farming Owned Uruapan, Mexico Packing Marketing & Distribution Owned Zamora, Mexico Packing Marketing & Distribution Owned Trujillo, Peru Administrative International Farming Leased Lima, Peru Administrative, sales International Farming Leased 18 We own and lease approximately 16,200 plantable acres of agricultural land under our farming operations.
Our principal farming properties as of October 31, 2024 were as follows: Location Type Reportable Segment Owned or Leased Olmos, Peru Land International Farming Owned Virú, Peru Land International Farming Owned Santa Rosa, Guatemala Land International Farming Leased Olmos, Peru Land Blueberries Leased We believe that our facilities are adequate to meet our current needs, and that suitable additional alternative spaces will be available in the future on commercially reasonable terms, if required.
Our principal farming properties as of October 31, 2025 were as follows: Location Type Reportable Segment Owned or Leased Olmos, Peru Land International Farming Owned Virú, Peru Land International Farming Owned Santa Rosa, Guatemala Land International Farming Leased Olmos, Peru Land Blueberries Leased We believe that our facilities are adequate to meet our current needs, and that suitable additional alternative spaces will be available in the future on commercially reasonable terms, if required.
For additional information on leased property, see Note 10 of this annual report on Form 10-K.
For additional information on leased property, see Note 9 of this annual report on Form 10-K.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+1 added−0 removed8 unchanged
Biggest changeThe graph assumes $100 was invested on October 1, 2020 in Mission Produce common stock, or the respective indices, including reinvestment of dividends, with the associated plots indicating the relative performance as of the last day of trading prior to the fiscal year end date. 19 October 1, 2020 October 29, 2021 October 31, 2022 October 31, 2023 October 31, 2024 Mission Produce, Inc. 100.0 137.6 120.6 68.2 85.5 Nasdaq Composite Index (1) 100.0 136.8 97.0 113.5 159.8 Nasdaq US Smart Food & Beverage Total Return Index 100.0 121.2 135.1 116.0 129.2 (1) The annual reports for fiscal years 2021 and 2022 incorrectly labeled the name of this index as Nasdaq Composite Total Return Index Unregistered Sales of Equity Securities None.
Biggest changeThe graph assumes $100 was invested on October 29, 2021 in Mission Produce common stock, or the respective indices, including reinvestment of dividends, with the associated plots indicating the relative performance as of the last day of trading prior to the fiscal year end date.
Prior to our IPO, there was no public market for our common stock. Holders of Common Stock We had 18 shareholders of record of our common stock as of December 2, 2024.
Prior to our IPO, there was no public market for our common stock. Holders of Common Stock We had 17 shareholders of record of our common stock as of December 1, 2025.
Comparative Stock Performance Graph The following performance graph shows a comparison from October 1, 2020 (the date our common stock commenced trading on the Nasdaq Global Select Market) through October 31, 2024, of the cumulative total return for our common stock, the Nasdaq Composite Index (the annual reports for fiscal years 2021 and 2022 incorrectly labeled the name of the index as Nasdaq Composite Total Return Index) and the Nasdaq US Smart Food & Beverage Total Return Index.
Comparative Stock Performance Graph The following performance graph shows a comparison from October 29, 2021 through October 31, 2025, of the cumulative total return for our common stock, the Nasdaq Composite Index (the annual reports for fiscal years 2021 and 2022 incorrectly 19 labeled the name of the index as Nasdaq Composite Total Return Index) and the Nasdaq US Smart Food & Beverage Total Return Index.
No repurchases were made by us or our “affiliated purchasers” (as defined in Rule 10b-18(a)(3) of the Exchange Act) of registered equity securities during the fourth quarter of 2024. As of October 31, 2024, the approximate dollar value of shares that may yet be purchased as part of our stock repurchase program was $19.4 million.
Repurchases by us or our “affiliated purchases” (as defined by Rule 10b-18(a)(3) of the Exchange Act) of registered equity securities during the fourth quarter of 2025 were as follows: 20 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) August 1-31, 2025 — n/a — $ 13.9 September 1-30, 2025 50,000 $ 11.86 50,000 $ 13.3 October 1-31, 2025 — n/a — $ 13.3
Added
October 29, 2021 October 31, 2022 October 31, 2023 October 31, 2024 October 31, 2025 Mission Produce, Inc. $100.0 $87.6 49.6 62.1 60.7 Nasdaq Composite Index (1) $100.0 $70.9 82.9 116.8 153.1 Nasdaq US Smart Food & Beverage Total Return Index $100.0 $111.2 95.6 106.4 94.7 (1) The annual reports for fiscal years 2021 and 2022 incorrectly labeled the name of this index as Nasdaq Composite Total Return Index Unregistered Sales of Equity Securities None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

60 edited+21 added−33 removed47 unchanged
Biggest changeWe 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. 25 Net sales Marketing & Distribution International Farming Blueberries Total Marketing & Distribution International Farming Blueberries Total Marketing & Distribution International Farming Blueberries (1) Total Years ended October 31, (In millions) 2024 2023 2022 Third party sales $ 1,152.6 $ 6.4 $ 75.7 $ 1,234.7 $ 889.9 $ 11.6 $ 52.4 $ 953.9 $ 1,016.1 $ 19.1 $ 10.7 $ 1,045.9 Affiliated sales — 58.5 — 58.5 — 78.6 — 78.6 — 95.6 — 95.6 Total segment sales $ 1,152.6 $ 64.9 $ 75.7 $ 1,293.2 $ 889.9 $ 90.2 $ 52.4 $ 1,032.5 $ 1,016.1 $ 114.7 $ 10.7 $ 1,141.5 Intercompany eliminations — (58.5) — (58.5) — (78.6) — (78.6) — (95.6) — (95.6) Total net sales $ 1,152.6 $ 6.4 $ 75.7 $ 1,234.7 $ 889.9 $ 11.6 $ 52.4 $ 953.9 $ 1,016.1 $ 19.1 $ 10.7 $ 1,045.9 (1) The Blueberries segment was consolidated prospectively from May 1, 2022.
Biggest changeSegment Results of Operations Net sales Marketing & Distribution International Farming Blueberries Total Marketing & Distribution International Farming Blueberries Total Marketing & Distribution International Farming Blueberries Total Years ended October 31, (In millions) 2025 2024 2023 Third-party sales $ 1,274.3 $ 23.8 $ 93.1 $ 1,391.2 $ 1,152.6 $ 6.4 $ 75.7 $ 1,234.7 $ 889.9 $ 11.6 $ 52.4 $ 953.9 Affiliated sales — 102.1 — 102.1 — 58.5 — 58.5 — 78.6 — 78.6 Total segment sales $ 1,274.3 $ 125.9 $ 93.1 $ 1,493.3 $ 1,152.6 $ 64.9 $ 75.7 $ 1,293.2 $ 889.9 $ 90.2 $ 52.4 $ 1,032.5 Intercompany eliminations — (102.1) — (102.1) — (58.5) — (58.5) — (78.6) — (78.6) Total net sales $ 1,274.3 $ 23.8 $ 93.1 $ 1,391.2 $ 1,152.6 $ 6.4 $ 75.7 $ 1,234.7 $ 889.9 $ 11.6 $ 52.4 $ 953.9 26 Segment operating income (loss) Years ended October 31, (In millions) 2025 2024 2023 Segment operating income (loss): Marketing & Distribution $ 44.2 $ 61.2 $ 17.3 International Farming 8.1 (13.3) (11.5) Blueberries 13.1 18.6 1.0 Marketing & Distribution Net sales in our Marketing & Distribution segment increased $121.7 million or 11% in fiscal year 2025 compared to the previous year, driven by higher volume sold as described above.
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.
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.
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. 31 Recently Issued Accounting Standards Refer to Note 2 to the consolidated financial statements included herein for information on recently issued accounting standards.
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.
Our International Farming segment also began construction of a packhouse in Guatemala during the year. In fiscal year 2023, capital expenditures were concentrated in pre-production avocado orchard maintenance in Guatemala and Peru and construction costs on our new UK distribution facility. Capital expenditures in the Blueberries operation were primarily related to irrigation installation and early-stage plant cultivation.
Our International Farming segment also began construction of a packhouse in Guatemala during the year. In fiscal 2023, capital expenditures were concentrated in pre-production avocado orchard maintenance in Guatemala and Peru and construction costs on our UK distribution facility. Capital expenditures in the Blueberries operation were primarily related to irrigation installation and early-stage plant cultivation.
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.
We base our 30 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.
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.
We believe that adjusted EBITDA provides useful information for analyzing the underlying business results as well as allowing investors a means to evaluate the financial results of each reportable segment in relation to the Company as a whole.
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; 21 the availability, quality and price of raw materials; the utilization of capacity at our various locations; and general economic conditions.
In addition, our results have been, and will continue to be, affected by quarterly and annual fluctuations due to a number of factors, including but not limited to: tariffs; pests and disease; weather patterns; changes in demand by consumers; food safety advisories; the timing of the receipt, reduction or cancellation of significant customer orders; the gain or loss of significant customers; the availability, quality and price of raw materials; the utilization of capacity at our various locations; and general economic conditions.
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.
Fluctuations in the exchange rates between the U.S. dollar and these local currencies usually do not have a significant impact on our gross margin because the impact typically affects our pricing by comparable amounts.
As of October 31, 2024, 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.
As of October 31, 2025, we were in compliance with all such covenants of the credit facility. Material cash requirements Capital expenditures We have various capital projects in progress for farming expansion and facility improvements which we intend to fund through our operating cash flow as well as cash and cash equivalents on hand.
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. Refer to Note 13 to the consolidated financial statements for more information.
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. Refer to Note 12 to the consolidated financial statements for more information.
As of October 31, 2024, 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 October 31, 2025, we were required to comply with the following financial covenants: (a) a quarterly consolidated leverage ratio of not more than 3.5 to 1.00 and (b) a quarterly consolidated fixed charge coverage ratio of not less than 1.25 to 1.00.
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.
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 derived from direct sales of fruit to third-parties as well as services provided to third parties and our Blueberries segment.
Leases We are party to various leases, the most material of which are for facilities and land. Our undiscounted cash liabilities were approximately $177.3 million as of October 31, 2024, of which, approximately $107.4 million was for long-term land leases in our International Farming and Blueberries segments.
Leases We are party to various leases, the most material of which are for facilities and land. Our undiscounted cash liabilities were approximately $170.3 million as of October 31, 2025, of which, approximately $107.1 million was for long-term land leases in our International Farming and Blueberries segments.
Adjusted EBITDA refers to net income (loss), before interest expense, income taxes, depreciation and amortization expense, stock-based compensation expense, other income (expense), and income (loss) from equity method investees, further adjusted by asset impairment and disposals, net of insurance recoveries, farming costs for nonproductive orchards (which represents land lease costs), certain noncash and nonrecurring ERP costs, transaction costs, material legal settlements, amortization of inventory adjustments recognized from business combinations, and any special, non-recurring, or one-time items such as remeasurements or impairments, and any portion of these items attributable to the noncontrolling interest, all of which are excluded from the results the CEO reviews uses to assess segment performance and results.
Non-GAAP Measure Adjusted EBITDA refers to net income (loss), before interest expense, income taxes, depreciation and amortization expense, stock-based compensation expense, other income (expense), and income (loss) from equity method investees, further adjusted by asset impairment and disposals, net of insurance recoveries, farming costs for nonproductive orchards (which represents land lease costs), certain noncash and nonrecurring ERP costs, advisory costs, material legal settlements, amortization of inventory adjustments recognized from business combinations, and any special, non-recurring, or one-time items such as remeasurements or impairments, and any portion of these items attributable to the noncontrolling interest.
Segment adjusted EBITDA increased $1.5 million or 48% in fiscal year 2024 compared to the previous year as higher sales prices and cost savings measures in our avocado and mango farms, packing operations and SG&A in Peru offset the adverse impact of lower harvest yields on fixed cost absorption.
Segment operating loss increased by $1.8 million or 16% in fiscal year 2024 compared to the previous year as higher sales prices and cost savings measures in our avocado and mango farms, packing operations and SG&A in Peru offset the adverse impact of lower harvest yields on fixed cost absorption.
The change was primarily attributed to the strengthening of the U.S. dollar relative to the Mexican peso, generating foreign currency gains in the current year compared to losses in the prior year. 24 Other expense was $0.2 million in fiscal year 2023, compared to other income of $4.4 million in the previous year.
Other income was $3.6 million in fiscal year 2024, compared to other expense of $0.2 million in the previous year. The change was primarily attributed to the strengthening of the U.S. dollar relative to the Mexican peso, generating foreign currency gains compared to losses in the prior year.
Financing activities Years ended October 31, (In millions) 2024 2023 2022 Borrowings on revolving credit facility $ 40.0 $ 145.0 $ 80.0 Payments on revolving credit facility (75.0) (130.0) (40.0) Proceeds from short-term borrowings 3.0 2.8 2.5 Repayment of short-term borrowings (2.8) (2.5) — Principal payments on long-term debt obligations (3.4) (3.5) (63.3) Principal payments on finance lease obligations (1.8) (2.6) (1.2) Proceeds from loan from noncontrolling interest holder — 2.0 — Principal payments on loans due to noncontrolling interest holder (0.5) — — Payments to noncontrolling interest holder for long-term supply financing (2.0) — — Payments for long-term supplier financing (0.5) (0.1) — Purchase and retirement of common stock — (0.6) — Taxes paid related to shares withheld from the settlement of equity awards (0.8) (0.5) — Exercise of stock options — 0.1 0.1 Payment of debt issuance, restructuring or extinguishment fees — — (0.8) Equity contributions from noncontrolling interest holders — 4.2 0.9 Net cash (used in) provided by financing activities $ (43.8) $ 14.3 $ (21.8) Borrowings and repayments of debt We utilize a revolving line of credit for short-term working capital purposes.
Financing activities Years ended October 31, (In millions) 2025 2024 2023 Borrowings on revolving credit facility $ 55.0 $ 40.0 $ 145.0 Payments on revolving credit facility (70.0) (75.0) (130.0) Proceeds from short-term borrowings 10.1 3.0 2.8 Repayment of short-term borrowings (10.7) (2.8) (2.5) Principal payments on long-term debt obligations (3.0) (3.4) (3.5) Principal payments on finance lease obligations (1.0) (1.8) (2.6) Proceeds from loan from noncontrolling interest holder — — 2.0 Principal payments on loans due to noncontrolling interest holder — (0.5) — Payments to noncontrolling interest holder for long-term supply financing (1.3) (2.0) — Payments for long-term supplier financing (1.3) (0.5) (0.1) Purchase and retirement of common stock (6.1) — (0.6) Taxes paid related to shares withheld from the settlement of equity awards (1.5) (0.8) (0.5) Exercise of stock options 0.3 — 0.1 Net cash (used in) provided by financing activities $ (29.5) $ (43.8) $ 14.3 Borrowings and repayments of debt We utilize a revolving line of credit for short-term working capital purposes.
Years ended October 31, 2024 2023 2022 Gross profit (in millions) $ 152.5 $ 83.3 $ 89.8 Gross profit as a percentage of net sales 12.4 % 8.7 % 8.6 % Gross profit increased $69.2 million in fiscal year 2024 compared to the previous year to $152.5 million, and gross profit percentage increased by 370 basis points to 12.4% of net sales.
Years ended October 31, 2025 2024 2023 Gross profit (in millions) $ 160.7 $ 152.5 $ 83.3 Gross profit as a percentage of net sales 11.6 % 12.4 % 8.7 % Gross profit increased $8.2 million in fiscal year 2025 compared to the previous year to $160.7 million, and gross profit percentage decreased by 80 basis points to 11.6% of net sales.
Capital resources October 31, (In millions) 2024 2023 Cash and cash equivalents $ 58.0 $ 42.9 Working capital (1) 129.9 122.6 (1) Includes cash and cash equivalents 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.
Capital resources October 31, (In millions) 2025 2024 Cash and cash equivalents $ 64.8 $ 58.0 Working capital (1) 127.7 129.9 (1) Includes cash and cash equivalents 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.
Years ended October 31, 2024 2023 2022 (In millions, except percentages) Dollar % Dollar % Dollar % Net sales $ 1,234.7 100.0 % $ 953.9 100.0 % $ 1,045.9 100.0 % Cost of sales 1,082.2 87.6 % 870.6 91.3 % 956.1 91.4 % Gross profit 152.5 12.4 % 83.3 8.7 % 89.8 8.6 % Selling, general and administrative expenses 86.8 7.0 % 76.4 8.0 % 77.5 7.4 % Goodwill impairment — — % — — % 49.5 4.7 % Operating income (loss) 65.7 5.3 % 6.9 0.7 % (37.2) (3.6) % Interest expense (12.6) (1.0) % (11.6) (1.2) % (5.5) (0.5) % Equity method income 3.7 0.3 % 4.0 0.4 % 5.1 0.5 % Remeasurement gain on acquisition of equity method investee — — % — — % 2.0 0.2 % Other income (expense), net 3.6 0.3 % (0.2) — % 4.4 0.4 % Income (loss) before income taxes 60.4 4.9 % (0.9) (0.1) % (31.2) (3.0) % Provision for income taxes 18.6 1.5 % 2.2 0.2 % 3.7 0.4 % Net income (loss) 41.8 3.4 % (3.1) (0.3) % (34.9) (3.3) % Net income (loss) attributable to noncontrolling interest 5.1 0.4 % (0.3) — % (0.3) — % Net income (loss) attributable to Mission Produce $ 36.7 3.0 % $ (2.8) (0.3) % $ (34.6) (3.3) % Net sales Our net sales are generated predominantly from the shipment of fresh avocados to retail, wholesale and foodservice customers worldwide.
Years ended October 31, 2025 2024 2023 (In millions, except percentages) Dollar % Dollar % Dollar % Net sales $ 1,391.2 100.0 % $ 1,234.7 100.0 % $ 953.9 100.0 % Cost of sales 1,230.5 88.4 % 1,082.2 87.6 % 870.6 91.3 % Gross profit 160.7 11.6 % 152.5 12.4 % 83.3 8.7 % Selling, general and administrative expenses 95.5 6.9 % 86.8 7.0 % 76.4 8.0 % Operating income 65.2 4.7 % 65.7 5.3 % 6.9 0.7 % Interest expense (9.4) (0.7) % (12.6) (1.0) % (11.6) (1.2) % Equity method income 5.4 0.4 % 3.7 0.3 % 4.0 0.4 % Other income (expense), net 0.7 0.1 % 3.6 0.3 % (0.2) — % Income (loss) before income taxes 61.9 4.4 % 60.4 4.9 % (0.9) (0.1) % Provision for income taxes 21.4 1.5 % 18.6 1.5 % 2.2 0.2 % Net income (loss) 40.5 2.9 % 41.8 3.4 % (3.1) (0.3) % Less: Net income (loss) attributable to noncontrolling interest 2.8 0.2 % 5.1 0.4 % (0.3) — % Net income (loss) attributable to Mission Produce $ 37.7 2.7 % $ 36.7 3.0 % $ (2.8) (0.3) % Net sales Our net sales are generated predominantly from the shipment of fresh avocados to retail, wholesale and foodservice customers worldwide.
Years ended October 31, 2024 2023 2022 Provision for income taxes (in millions) $ 18.6 $ 2.2 $ 3.7 Effective tax rate (1) 30.8 % (256.6) % (12.0) % (1) May not recalculate due to rounding.
Years ended October 31, 2025 2024 2023 Provision for income taxes (in millions) $ 21.4 $ 18.6 $ 2.2 Effective tax rate (1) 34.6 % 30.8 % (256.6) % (1) May not recalculate due to rounding.
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, except as follows: The Company may issue standby letters of credit through banking institutions. As of October 31, 2024, none were outstanding and as of October 31, 2023, $0.7 million were outstanding.
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, except as follows: The Company may issue standby letters of credit through banking institutions.
Our effective tax rate was impacted by book gains in jurisdictions with higher tax rates than the U.S. statutory rate combined with losses in jurisdictions where either a full valuation allowance has been recorded or where loss carryforward is disallowed in both years.
Our effective tax rate was impacted by book gains in jurisdictions with higher tax rates than the U.S. statutory rate combined with losses in jurisdictions where either a full valuation allowance has been recorded or where loss carryforward is disallowed in both years. On September 10, 2025, Peru enacted tax law which provided benefits to agribusiness entities.
The provision for income tax increased $16.4 million or 745% in fiscal year 2024 compared to the previous year, primarily due to the effect of higher income before taxes in the current year.
The provision for income tax increased $2.8 million or 15% in fiscal year 2025 compared to the previous year, primarily due to the effect of higher income before taxes in the current year.
Net sales in our Blueberries segment increased $23.3 million or 44.5% in fiscal year 2024 compared to the previous year, primarily due to a 37% increase in average per-unit sales price and a 6% increase in volume sold. Pricing was favorably impacted by industry supply constraints during the Peru harvest season.
Net sales in our Blueberries segment increased $23.3 million or 44.5% in fiscal year 2024 compared to the previous year, primarily due to a 37% increase in average per-unit sales price and a 6% increase in volume sold.
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.
Principal payments on finance lease obligations primarily relate to a long-term land lease, which for accounting purposes has been classified as a finance lease. Certain supply purchases are made under long-term financing arrangements with intermediaries and directly with vendors.
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.
For fiscal 2026, we expect total capital expenditures to be approximately $40 million. The spend will be allocated primarily to our International Farming and Blueberries segments. Within our International Farming segment, spend will be concentrated in Guatemala for pre-production avocado orchard maintenance. Within our Blueberries segment, spend will be concentrated on land development and plant cultivation in Peru.
Years ended October 31, (In millions) 2024 2023 2022 Selling, general and administrative expenses $ 86.8 $ 76.4 $ 77.5 SG&A expenses increased $10.4 million or 14% in fiscal year 2024 compared to the previous year, primarily due to higher employee related costs, including performance-based incentive compensation, stock-based compensation expense and statutory profit-sharing expense.
Years ended October 31, (In millions) 2025 2024 2023 Selling, general and administrative expenses $ 95.5 $ 86.8 $ 76.4 SG&A expenses increased $8.7 million or 10% in fiscal year 2025 compared to the previous year, primarily due to higher employee related costs associated with operating performance, inclusive of incentive and performance-based stock compensation expense, and higher professional services costs.
Interest expense at our Blueberries segment increased $0.7 million or 32% to $2.9 million, primarily related to a significant financing lease, where additional area was leased during the year.
Interest expense at our Blueberries segment increased $0.7 million or 32% to $2.9 million, primarily related to a significant financing lease, where additional area was leased during the year. Equity method income Our material equity method investees include Henry Avocado (“HAC”), Mr. Avocado and Copaltas.
Adjusted EBITDA Years Ended October 31, (In millions) 2024 2023 2022 Marketing & Distribution adjusted EBITDA $ 85.1 $ 40.1 $ 23.5 International Farming adjusted EBITDA 4.6 3.1 23.3 Blueberries adjusted EBITDA 18.1 5.2 0.8 Total reportable segment adjusted EBITDA $ 107.8 $ 48.4 $ 47.6 Net income (loss) 41.8 (3.1) (34.9) Interest expense (1) 12.6 11.6 5.5 Provision for income taxes 18.6 2.2 3.7 Depreciation and amortization (2) 37.7 32.8 24.8 Equity method income (3.7) (4.0) (5.1) Stock-based compensation 7.1 4.5 3.6 Severance 1.3 1.3 — Legal settlement 0.2 — — Asset impairment and disposals, net of insurance recoveries 3.9 1.3 0.4 Farming costs for nonproductive orchards 1.7 1.8 1.5 ERP costs (3) 2.2 2.2 4.6 Goodwill impairment — — 49.5 Remeasurement gain on business combination with Moruga — — (2.0) Transaction costs — 0.3 0.6 Amortization of inventory adjustment recognized from business combination — 0.7 0.4 Other (income) expense, net (3.6) 0.2 (4.4) Adjusted EBITDA before adjustment for noncontrolling interest $ 119.8 $ 51.8 $ 48.2 Noncontrolling interest (4) (12.0) (3.4) (0.6) Total adjusted EBITDA $ 107.8 $ 48.4 $ 47.6 (1) Includes interest expense from finance leases, the most significant of which is for nonproductive land at our Blueberries segment of $1.8 million and $1.4 million for the years ended October 31, 2024 and 2023, respectively.
This measure is not in accordance with, nor is it a substitute for or superior to, the comparable GAAP financial measure. 25 Adjusted EBITDA Years Ended October 31, (In millions) 2025 2024 2023 Net income (loss) $ 40.5 $ 41.8 $ (3.1) Interest expense (1) 9.4 12.6 11.6 Provision for income taxes 21.4 18.6 2.2 Depreciation and amortization (2) 34.6 37.7 32.8 Equity method income (5.4) (3.7) (4.0) Stock-based compensation 8.8 7.1 4.5 Severance — 1.3 1.3 Legal settlement — 0.2 — Asset impairment and disposals, net of insurance recoveries 3.9 3.9 1.3 Farming costs for nonproductive orchards 1.8 1.7 1.8 ERP costs 2.2 2.2 2.2 Canada site closures (3) 0.2 — — Tariffs (4) 1.1 — — Advisory costs 1.2 — 0.3 Amortization of inventory adjustment recognized from business combination — — 0.7 Other (income) expense, net (0.7) (3.6) 0.2 Adjusted EBITDA before adjustment for noncontrolling interest $ 119.0 $ 119.8 $ 51.8 Noncontrolling interest (5) (8.2) (12.0) (3.4) Total adjusted EBITDA $ 110.8 $ 107.8 $ 48.4 (1) Includes interest expense from finance leases, the most significant of which is for land at our Blueberries segment of $2.1 million, $1.8 million and $1.4 million for the years ended October 31, 2025, 2024 and 2023, respectively.
The change was driven by improved operating performance and working capital management. Within working capital, favorable changes in accounts payable and accrued expenses and grower payables were partially offset by unfavorable changes in inventory, accounts receivable and other receivables.
Net cash provided by operating activities increased $64.2 million for 2024 compared to the previous year. The change was driven by improved operating performance and working capital management. Within working capital, favorable changes in accounts payable and accrued expenses and grower payables were partially offset by unfavorable changes in inventory, accounts receivable and other receivables.
(2) Includes depreciation and amortization of purchase accounting assets of $3.7 million, $2.4 million and $1.4 million for the years ended October 31, 2024, 2023 and 2022, respectively.
(2) Includes depreciation and amortization of purchase accounting assets and $0.8 million, $3.7 million and $2.4 million for the years ended October 31, 2025, 2024 and 2023, respectively. Includes $0.7 million of amortization of the Blueberries finance lease for both years ended October 31, 2025 and 2024, and $0.6 million for the year ended October 31, 2023.
The segment performance benefited from higher volumes associated with the consolidation of our Blueberries segment for the entirety of the fiscal year. 27 Liquidity and Capital Resources Operating activities Years ended October 31, (In millions) 2024 2023 2022 Net income (loss) $ 41.8 $ (3.1) $ (34.9) Depreciation and amortization 37.7 32.8 24.8 Equity method income (3.7) (4.0) (5.1) Noncash lease expense 6.1 5.9 5.3 Stock-based compensation 7.1 4.5 3.6 Dividends received from equity method investees 3.2 2.7 2.2 Deferred income taxes (8.0) (6.4) (0.6) Goodwill impairment — — 49.5 Remeasurement gain on business combination with Moruga — — (2.0) Unrealized (gains) losses on foreign currency transactions (1.7) 1.4 — Unrealized loss (gain) on derivative financial instruments 0.1 (0.1) (4.7) Other 3.7 1.7 0.9 Change in working capital 7.1 (6.2) (3.8) Net cash provided by operating activities $ 93.4 $ 29.2 $ 35.2 Net cash provided by operating activities increased $64.2 million for 2024 compared to the previous year.
Liquidity and Capital Resources Operating activities Years ended October 31, (In millions) 2025 2024 2023 Net income (loss) $ 40.5 $ 41.8 $ (3.1) Depreciation and amortization 34.6 37.7 32.8 Equity method income (5.4) (3.7) (4.0) Noncash lease expense 6.8 6.1 5.9 Stock-based compensation 8.8 7.1 4.5 Dividends received from equity method investees 4.4 3.2 2.7 Deferred income taxes 1.9 (8.0) (6.4) Unrealized losses (gains) on foreign currency transactions 1.0 (1.7) 1.4 Other 3.2 3.7 1.7 Change in working capital (7.2) 7.1 (6.2) Net cash provided by operating activities $ 88.6 $ 93.4 $ 29.2 Net cash provided by operating activities decreased $4.8 million for 2025 compared to the previous year, driven by higher working capital requirements.
Avocado to support working capital needs and an investment in a new distribution facility in southern China. During fiscal year 2023, we acquired a 5.1% equity interest in shares of common stock of a private entity that is developing avocado orchards in South Africa.
During fiscal year 2023, we acquired a 5.1% equity interest in shares of common stock of a private entity that is developing avocado orchards in South Africa.
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.
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.
See Note 9 to the consolidated financial statements for more information. 30 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.
Long-term debt As of October 31, 2025, remaining maturities on our syndicated debt facility were $96.0 million. See Note 8 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.
In our Blueberries segment, the impact of higher volume and increased acreage drove higher accounts payable and accrued expenses, correlated and offset by inventory balances at year end. Net cash provided by operating activities decreased $6.0 million for 2023 compared to the previous year.
In our Blueberries segment, the impact of higher volume and increased acreage drove higher accounts payable and accrued expenses, correlated and offset by inventory balances at year end.
Years ended October 31, (In millions) 2024 2023 2022 Equity method income $ 3.7 $ 4.0 $ 5.1 Remeasurement gain on acquisition of Moruga — — 2.0 Equity method income decreased $0.3 million or 8% in fiscal year 2024 compared to the previous year, as losses at Mr. Avocado were only partially offset by income growth from HAC.
Equity method income decreased $0.3 million or 8% in fiscal year 2024 compared to the previous year, as losses at Mr. Avocado were only partially offset by income growth from HAC.
Investing activities Years ended October 31, (In millions) 2024 2023 2022 Purchases of property, plant and equipment $ (32.2) $ (49.8) $ (61.2) Proceeds from sale of property, plant and equipment 0.1 0.2 3.0 Cash acquired in consolidation of Moruga — — 4.3 Investment in equity method investees (1.6) (2.1) (0.4) Purchase of other investment — (2.3) — Loan repayments from equity method investees — — 3.0 Other 0.2 (0.1) (0.1) Net cash used in investing activities $ (33.5) $ (54.1) $ (51.4) 28 Property, plant and equipment Years ended October 31, (In millions) 2024 2023 2022 Purchases of property, plant and equipment by segment: Marketing & Distribution $ 7.1 $ 10.9 $ 9.1 International Farming 16.1 26.0 45.3 Blueberries (1) 9.0 12.9 6.8 Total purchases of property, plant and equipment $ 32.2 $ 49.8 $ 61.2 (1) The Blueberries segment was consolidated prospectively from May 1, 2022.
Investing activities Years ended October 31, (In millions) 2025 2024 2023 Purchases of property, plant and equipment $ (51.4) $ (32.2) $ (49.8) Proceeds from sale of property, plant and equipment 0.1 0.1 0.2 Investment in equity method investees — (1.6) (2.1) Purchase of other investment — — (2.3) Other (0.6) 0.2 (0.1) Net cash used in investing activities $ (51.9) $ (33.5) $ (54.1) 28 Property, plant and equipment Years ended October 31, (In millions) 2025 2024 2023 Purchases of property, plant and equipment by segment: Marketing & Distribution $ 6.4 $ 7.1 $ 10.9 International Farming 32.5 16.1 26.0 Blueberries 12.5 9.0 12.9 Total purchases of property, plant and equipment $ 51.4 $ 32.2 $ 49.8 In fiscal year 2025, capital expenditures were comprised primarily of avocado orchard development, pre-production orchard maintenance and land improvements, packhouse construction in Guatemala and pre-production land development and blueberry plant cultivation in Peru.
Results of Operations The operating results of our businesses are significantly impacted by the price and volume of fruit we farm, source and distribute.
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.
The increases were attributed to our Marketing & Distribution segment, where we achieved strong per-unit margins on avocados sold, and our Blueberries segment, where we benefited from higher per-unit sales pricing.
The increases were attributed to our Marketing & Distribution segment, where we achieved strong per-unit margins on avocados sold, and our Blueberries segment, where we benefited from higher per-unit sales pricing. 23 Selling, general and administrative expenses Selling, general and administrative (“SG&A”) expenses primarily include the costs associated with selling, professional fees, general corporate overhead and other related administrative functions.
Years ended October 31, (In millions) 2024 2023 2022 Net sales: Marketing & Distribution $ 1,152.6 $ 889.9 $ 1,016.1 International Farming 6.4 11.6 19.1 Blueberries 75.7 52.4 10.7 Total net sales $ 1,234.7 $ 953.9 $ 1,045.9 Net sales increased $280.8 million or 29% in fiscal year 2024 compared to the previous year, primarily driven by our Marketing & Distribution segment, where average per-unit avocado sales prices increased 30% and avocado volume sold was relatively flat.
Net sales increased $280.8 million or 29% in fiscal year 2024 compared to the previous year, primarily driven by our Marketing & Distribution segment, where average per-unit avocado sales prices increased 30% and avocado volume sold was relatively flat.
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.
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.
Net sales decreased $92.0 million or 9% in fiscal year 2023 compared to the previous year, primarily due to a 24.0% decrease in average per-unit avocado sales prices, partially offset by increases in avocado volume sold of 12.0%.
Net sales in our Blueberries segment increased $17.4 million or 23.0% in fiscal year 2025 compared to the previous year, primarily due to a 43% increase in volume sold, partially offset by a 14% decrease in average per-unit sales price.
Years ended October 31, (In millions) 2024 2023 2022 Interest expense $ 12.6 $ 11.6 $ 5.5 Interest expense increased $1.0 million or 9% in fiscal year 2024 compared to the previous year. The impact of higher interest rates was largely offset by lower average debt balances.
Interest rates applicable to our credit facility are variable, based on SOFR and a spread depending on our net leverage ratio. Interest expense increased $1.0 million or 9% in fiscal year 2024 compared to the previous year. The impact of higher interest rates was largely offset by lower average debt balances.
(4) Represents net income (loss) attributable to noncontrolling interest plus the impact of non-GAAP adjustments, allocable to the noncontrolling owner based on their percentage of ownership interest. Marketing & Distribution Net sales in our Marketing & Distribution segment increased $262.7 million or 30% in fiscal year 2024 compared to the previous year, driven by avocado pricing increases as described above.
Net sales in our Marketing & Distribution segment increased $262.7 million or 30% in fiscal year 2024 compared to the previous year, driven by avocado pricing increases as described above. Segment operating income increased $43.9 million or 254% in fiscal year 2024 compared to the previous year, due to improved per-unit gross margin on avocados sold.
Moruga’s farming activities 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. Consolidation of VIE On May 1, 2022, a reconsideration event occurred related to Moruga S.A.C., a holding company with one wholly owned subsidiary, Blueberries Peru, S.A.C.
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.
Higher performance-based incentive compensation is largely explained by the Company’s improved operating performance relative to the prior year. These increases were partially offset by lower professional fees and lower amortization of an intangible asset. 23 SG&A expenses decreased $1.1 million or 1% in fiscal year 2023 compared to the previous year, primarily due to lower ERP and insurance costs.
SG&A expenses increased $10.4 million or 14% in fiscal year 2024 compared to the previous year, primarily due to higher employee related costs, including performance-based incentive compensation, stock-based compensation expense and statutory profit-sharing expense. Higher performance-based incentive compensation is largely explained by the Company’s improved operating performance relative to the prior year.
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.
These increases were partially offset by lower professional fees and lower amortization of an intangible asset. 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.
Years ended October 31, (In millions) 2024 2023 2022 Other income (expense), net $ 3.6 $ (0.2) $ 4.4 Other income was $3.6 million in fiscal year 2024, compared to other expense of $0.2 million in the previous year.
Years ended October 31, (In millions) 2025 2024 2023 Other income (expense), net $ 0.7 $ 3.6 $ (0.2) 24 Other income decreased $2.9 million or 81% in fiscal year 2025 compared to the previous year. primarily attributed to foreign currency transaction losses resulting from the weakening of the U.S. dollar relative to the Mexican peso in the current year.
The year ended October 31, 2024 included $4.1 million of accelerated depreciation expense recognized during the first quarter, for certain blueberry plants determined to have no remaining useful life. (3) Includes recognition of deferred implementation costs in all years. The year ended October 31, 2022 also includes post-implementation process reengineering costs.
The twelve months ended October 31, 2024 also include $4.1 million of accelerated depreciation expense, $2.0 million of which was from purchase accounting assets, for certain blueberry plants determined to have no remaining useful life.
Segment adjusted EBITDA increased $12.9 million or 248% in fiscal year 2024 compared to the previous year, primarily due to gross margin improvement driven by elevated sales pricing. In fiscal year 2023, net sales in our Blueberries segment were $52.4 million and segment adjusted EBITDA was $5.2 million.
Pricing was favorably impacted by industry supply constraints during the Peru harvest season. 27 Segment operating income increased $17.6 million or 1760% in fiscal year 2024 compared to the previous year, primarily due to gross margin improvement driven by elevated sales pricing.
Gross profit percentage remained flat as higher volume of avocados sold and improved per-unit margin at lower average sales prices in our Marketing & Distribution segment and higher volume of blueberries sold by Blueberries segment largely offset the negative impact from our International Farming segment.
Gross profit growth was driven by improved avocado and mango yields in our International Farming segment in the current year, while higher volume sold in our Marketing & Distribution segment was partially offset by lower per-unit margins.
Proceeds from the sale of property, plant and equipment were primarily from land that had been originally intended for use as our corporate headquarters. Other investing activities In all fiscal years presented, we made contributions to Copaltas and Mr. Avocado. Funds were used by Copaltas for the purchase and development of farmland in Colombia. Funds were used by Mr.
Other investing activities In fiscal years 2024 and 2023 we made contributions to Copaltas and Mr. Avocado. Funds were used by Copaltas for the purchase and development of farmland in Colombia. Funds were used by Mr. Avocado to support working capital needs and an investment in a new distribution facility in southern China.
Segment adjusted EBITDA increased $45.0 million or 112% in fiscal year 2024 compared to the previous year, due to improved per-unit gross margin on avocados sold. 26 Net sales in our Marketing & Distribution segment decreased $126.2 million or 12% in fiscal year 2023 compared to the previous year, driven by pricing and volume dynamics described above, which were driven by higher industry supply out of Mexico relative to last year.
Adjusted EBITDA increased $3.0 million or 3% in fiscal year 2025 compared to the previous year, driven by increases in gross profit as described above. Adjusted EBITDA increased $59.4 million or 123% in fiscal year 2024 compared to the previous year, primarily due to improved per-unit gross margin on avocados sold.
Segment adjusted EBITDA increased $16.6 million or 71% in fiscal year 2023 compared to the previous year, due to higher gross margin from higher avocado volume sold and improved avocado per-unit margins.
Segment operating income decreased $17.0 million or 28% in fiscal year 2025 compared to the previous year, due to lower per-unit gross margin on avocados sold and higher SG&A expenses, as described above.
Segment adjusted EBITDA decreased $20.2 million or 87% in fiscal year 2023 compared to the previous year, primarily due to lower gross profit resulting from lower pricing.
Segment operating income decreased $5.5 million or 30% in fiscal year 2025 compared to the previous year, primarily due to lower per-unit margins attributed to lower selling prices.
Gross profit decreased $6.5 million in fiscal year 2023 compared to the previous year to $83.3 million, and gross profit percentage increased by 10 basis points to 8.7% of net sales. The decrease in gross profit was concentrated in our International Farming segment and driven by lower pricing on avocados sold from Company-owned farms.
Gross profit increased $69.2 million in fiscal year 2024 compared to the previous year to $152.5 million, and gross profit percentage increased by 370 basis points to 12.4% of net sales.
Interest expense increased $6.1 million or 111% in fiscal year 2023 compared to the previous year, primarily due to the effect of rising interest rates on our credit facility, which is subject to variable rates, as well as higher average outstanding debt balances.
Years ended October 31, (In millions) 2025 2024 2023 Interest expense $ 9.4 $ 12.6 $ 11.6 Interest expense decreased $3.2 million or 25% in fiscal year 2025 compared to the previous year, due to due to lower average balances on our revolving line of credit and lower interest rates on our borrowings under our credit facility.
Equity method income decreased $1.1 million or 22% in fiscal year 2023 compared to the previous year, primarily due to lower income from HAC, driven by inflationary pressure on SG&A expense.
Years ended October 31, (In millions) 2025 2024 2023 Equity method income $ 5.4 $ 3.7 $ 4.0 Equity method income increased $1.7 million or 46% in fiscal year 2025 compared to the previous year, primarily due to improved margins on fruit sold by Mr. Avocado in China.
Removed
Reportable segments 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.
Added
Reportable segments We have three operating segments which are also reportable segments: • Marketing & Distribution . Our Marketing & Distribution reportable segment sources fruit from growers and then distributes the fruit through our global distribution network. • International Farming .
Removed
After the consolidation of Moruga on May 1, 2022, the information used by the CEO was expanded to include the results of Moruga, and as such, we determined our reportable segments to be: • Marketing & Distribution .
Added
Macroeconomic environment During fiscal 2025, the United States enacted a series of global trade policies including reciprocal and retaliatory tariffs, and subsequent revisions and exemptions thereof, on imported goods. As a result, tariffs have applied at different dates and rates throughout the year, depending on country of origin.
Removed
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, with smaller operations emerging in other areas of Latin America. • Blueberries. The Blueberries segment represents the results of Moruga, subsequent to its consolidation on May 1, 2022.
Added
We are continuing to monitor changes to global trade policies, including the impact of proposed and enacted tariffs as future changes could have direct or indirect impacts to our business.
Removed
(collectively referred to as “Moruga”), an entity for which we have a 60% equity ownership interest. Moruga was previously accounted for under the equity method of accounting, where investments are stated at initial cost and adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions.
Added
For additional information, see the risk factor “ Changes to U.S. trade policy, tariff and import/export regulations may adversely affect our operating results ” in Section 1A. of this report. 21 Supply chain optimization The Company closed its Canadian distribution centers within its Marketing & Distribution segment during the first quarter of 2025.
Removed
As a result of the reconsideration event, we concluded that Moruga is a variable interest entity (“VIE”), and that the Company is the primary beneficiary with a controlling financial interest. Based on this conclusion, Moruga was prospectively consolidated on May 1, 2022. For more details on Moruga, refer to Note 3 to the financial statements in this annual report.
Added
In connection with the closure, we recognized approximately $2.7 million in charges for fiscal 2025. Charges consisted of accelerated depreciation expense of property, plant and equipment, accelerated amortization expense of operating lease right-of-use assets, loss on disposal of property, plant and equipment, and severance costs which were partially offset by gains on settlement of asset retirement obligations.
Removed
Supply chain optimization In November 2024, the Company announced plans to close its Canadian distribution centers within its Marketing & Distribution segment. Operations at these distribution centers will continue until their planned closure during the first quarter of fiscal 2025.
Added
Our net sales are also dependent on our ability to supply a consistent volume and quality of fresh produce to the markets we serve. 22 Years ended October 31, (In millions) 2025 2024 2023 Net sales: Marketing & Distribution $ 1,274.3 $ 1,152.6 $ 889.9 International Farming 23.8 6.4 11.6 Blueberries 93.1 75.7 52.4 Total net sales $ 1,391.2 $ 1,234.7 $ 953.9 Net sales increased $156.5 million or 13% in fiscal year 2025 compared to the previous year, primarily driven by a 7% increase in avocado volume sold our Marketing & Distribution segment.
Removed
Distribution volume from these facilities will be absorbed by our other distribution centers or third-party service providers, which is expected to generate net cost savings on an ongoing basis.
Added
Increased sales in our International Farming segment were driven by higher volumes of avocados sold directly to customers in the current year. Volume and price movements resulted from higher Peruvian avocado production driven by more favorable weather conditions in the current year.
Removed
In connection with the closure, we expect to recognize approximately $1.3 million of accelerated depreciation of property, plant and equipment and $0.4 million of accelerated lease expense during the first quarter of 2025. Severance costs are expected to be immaterial.
Added
Marketing & Distribution segment results were negatively impacted by charges incurred in relation to the closure of Canadian facilities totaling $2.7 million and $1.1 million in tariffs levied on USMCA-compliant goods imported from Mexico for the three days they were in effect during March 2025.
Removed
Price decreases and higher avocado volume sold were driven by higher industry supply out of Mexico in 2023 as compared to limited supply out of 22 Mexico in the previous year. Net sales were favorably affected by the full-year impact of consolidating revenue from our Blueberries segment.
Added
We also incur interest expense on finance leases, computed using each lease’s explicit or implicit borrowing rate.
Removed
Lower pricing conditions were driven by higher worldwide supply of avocados, driven by a stronger Mexican crop, combined with quality issues and a compressed Peruvian harvest season brought about by El Niño-related weather events.
Added
The new law subjects us to lower Peruvian corporate income tax rates than the rate in effect on the date of repeal of 25%, as follows: 15% for calendar years 2026 to 2035 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.

… 34 more changes not shown on this page.

Other AVO 10-K year-over-year comparisons