0001802974FALSEJune 7, 202400018029742024-06-072024-06-07


Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 7, 2024

(Exact name of Registrant as specified in its charter)

(State or Other Jurisdiction of Incorporation or Organization)
(Commission file number)
(IRS Employer Identification No.)
2710 Camino Del Sol, Oxnard, CA
(Address of Principal Executive Offices)
(Zip code)
Registrant’s telephone number, including area code: (805) 981-3650

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareAVONASDAQ Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

Item 7.01    Regulation FD Disclosure
On June 7, 2024, the Company posted an updated copy of its investor presentation to its website at www.missionproduce.com. A copy of the presentation is attached to this Current Report on Form 8K as Exhibit 99.1.
The information contained in this Item 7.01, including the related information set forth in the updated investor presentation attached hereto as Exhibit 99.1 and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Item 9.01     Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

/s/ Stephen J. Barnard
Stephen J. Barnard
Chief Executive Officer
Date: June 7, 2024

Investor Presentation June 2024 Mission Produce This presentation is for informational purposes only. Any information, content, or recommendations included herein shall not be construed as a guarantee of future results. We make no representations or warranties, and expressly disclaim any representations or warranties, as to the validity, accuracy, or completeness of the information contained herein. This presentation and its contents are the property of Mission Produce. Do not copy, modify, reproduce, or distribute without the prior express written consent of Mission Produce. © 2024 Mission Produce, Inc. The MISSION & TOWER DESIGN® and MISSION PRODUCE™ are trademarks of Mission Produce, Inc. All rights reserved.

Notice to and Undertaking by Recipients This presentation does not purport to be all-inclusive or to contain all of the information that the Recipient may require. The Company expressly disclaims any and all liability relating to or resulting from the use of this presentation. This presentation may not be reproduced, forwarded to any person or published, in whole or in part. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any security. The information contained herein is for informational purposes and may not be relied upon in connection with the purchase or sale of any security. Forward-Looking Statements Statements in this presentation that are not historical in nature are forward-looking statements that, within the meaning of the federal securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, involve known and unknown risks and uncertainties. Words such as "may", "will", "expect", "intend", "plan", "believe", "seek", "could", "estimate", "judgment", "targeting", "should", "anticipate", "goal" and variations of these words and similar expressions, are also intended to identify forward-looking statements. The forward-looking statements in this presentation address a variety of subjects, including statements about our short-term and long-term assumptions, goals and targets. Many of these assumptions relate to matters that are beyond our control and changing rapidly. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurances that our expectations will be attained. Readers are cautioned that actual results could differ materially from those implied by such forward- looking statements due to a variety of factors, including: limitations regarding the supply of fruit, either through purchasing or growing; fluctuations in the market price of fruit; increasing competition; risks associated with doing business internationally, including Mexican and Peruvian economic, political and/or societal conditions; inflationary pressures; establishment of sales channels and geographic markets; loss of one or more of our largest customers; general economic conditions or downturns; supply chain failures or disruptions; disruption to the supply of reliable and cost-effective transportation; failure to recruit or retain employees, poor employee relations, and/or ineffective organizational structure; inherent farming risks, including climate change; seasonality in operating results; failures associated with information technology infrastructure, system security and cyber risks; new and changing privacy laws and our compliance with such laws; food safety events and recalls; failure to comply with laws and regulations; changes to trade policy and/or export/import laws and regulations; risks from business acquisitions, if any; lack of or failure of infrastructure; material litigation or governmental inquiries/actions; failure to maintain or protect our brand; changes in tax rates or international tax legislation; risks associated with global conflicts; inability to accurately forecast future performance; the viability of an active, liquid, and orderly market for our common stock; volatility in the trading price of our common stock; concentration of control in our executive officers, and directors over matters submitted to stockholders for approval; limited sources of capital appreciation; significant costs associated with being a public company and the allocation of significant management resources thereto; reliance on analyst reports; failure to maintain proper and effective internal control over financial reporting; restrictions on takeover attempts in our charter documents and under Delaware law; the selection of Delaware as the exclusive forum for substantially all disputes between us and our stockholders; risks related to restrictive covenants under our credit facility, which could affect our flexibility to fund ongoing operations, uses of capital and strategic initiatives, and, if we are unable to maintain compliance with such covenants, lead to significant challenges in meeting our liquidity requirements and acceleration of our debt; and other risks and factors discussed from time to time in our Annual and Quarterly Reports on Forms 10-K and 10-Q and in our other filings with the Securities and Exchange Commission. You can obtain copies of our SEC filings on the SEC’s website at www.sec.gov. The forward-looking statements contained in this presentation are made as of the date hereof and the Corporation does not intend to, nor does it assume any obligation to, update or supplement any forward-looking statements after the date hereof to reflect actual results or future events or circumstances. Industry Information Market data and industry information used throughout this presentation are based on management's knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management's review of independent industry surveys and publications and other publicly available information prepared by a number of third-party sources. All of the market data and industry information used in this presentation involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, we cannot guarantee the accuracy or completeness of this information, and we have not independently verified this information. While we believe the estimated market position, market opportunity and market size information included in this presentation are generally reliable, such information, which is derived in part from management's estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties. Non-GAAP Financial Measure This presentation contains the non-GAAP financial measure “Adjusted EBITDA.” Management believes these measures provide useful information for analyzing the underlying business results. These measures are not in accordance with, nor are they a substitute for or superior to, the comparable financial measures by generally accepted accounting principles (“GAAP”). Reconciliations of these non-GAAP financial measures to the most comparable GAAP measures are included in the Appendix to this presentation where possible. The Company is unable to reconcile certain forecasted non-GAAP financial measures used herein, including adjusted EBITDA, without unreasonable efforts because a forecast of certain items, including taxes, interest, stock-based compensation, depreciation and amortization, income (loss) from equity method investees, other income, and other special, non-recurring or one-time items is not practical. 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), recognition of deferred 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. Safe Harbor Statement 2

A GLOBAL LEADER • Four decades of investing in people, technology, and infrastructure • Global, year-round supply of avocados & mangos • Supply chain & logistics management • Strategically located sourcing & distribution • Vertically integrated: grower – packer – shipper • Economies of scale • Large, addressable market in the worldwide avocado business 3

Mission purchases the remaining 50% interest in Peruvian joint venture, Grupo Arato 4

Mission Produce’s Global Network 19 facilities of operation,1 13+ countries of origin,2 27 countries of distribution2 1. Includes access to 10 ripening & distribution centers in North America, 2 packinghouses in Mexico, 1 packinghouse in Peru, 4 ripening & distribution centers in China, 1 ripening & distribution center in the UK, 1 ripening & distribution center in the Netherlands 2. As of October 31, 2023 5

A Long Track Record of Growth $1.08 billion LTM 2Q24 Revenue 5.3% ’13-’23 Avocado Volume CAGR 7.9% ’13-’23 Revenue CAGR LTM 2Q24 Avocado Volume663 mm lbs. Note: Fiscal year ended October 31. 1 lug = 25lbs, or 1 box. (1)Non-GAAP reconciliation located in the appendix. Revenue by Type Avocado VolumeFinancial Summary 6 $19.2 million LTM 2Q24 Adj. EBITDA (1) Product Expansion Driving Revenue CAGR Growth $77.9 million LTM 2Q24 Net income

2Q23 2Q24 +$71.8$221.1 2Q23 2Q24 Fiscal 2024 Second Quarter Overview (1) Non-GAAP reconciliation located in the appendix.. Revenue ($mm) Net (Loss) Income ($mm) 2Q24 Financial Highlights $297.6 $20.2 $7.6 +$ 12 .6 • Achieved second consecutive quarter of record results demonstrating continued strong momentum in per-unit margins • Solid revenue growth driven by an 8% increase in volumes sold in the M&D segment, supported by robust consumer demand for avocados, and a 22% increase in per-unit sales prices • Robust avocado per-unit margins translated to 220 bps of total gross margin expansion and drove material lift in adjusted EBITDA • Blueberries segment achieved revenue of $10.0 million as volumes benefited from the harvest season timing which extended into 2Q • Reduction in corporate expenses and progress with cost savings actions contributed to improved adjusted EBITDA and cash flow performance Segment Revenue Growth y/y Adj. EBITDA(1) Growth y/y Marketing & Distribution $287.1M +$71.8M $21.7M +$13.1M Blueberries $10.0M +$8.3M $0.7M +$0.6M International Farming $0.5M $(3.6)M $(2.2)M $(1.1M) Adjusted EBITDA(1) ($mm) 2Q23 2Q24 $(4.6) $7.0 +$1 1.6 7

Focused Growth Strategy Capitalize on strong growth trends in our core U.S. market by expanding our nationwide distribution network Leverage our global supply chain and distribution capabilities to continue developing international markets Diversify sourcing to enhance our global market-leading position and year-round supply position Continue to vertically integrate our supply chain 3 8

Supporting Tailwinds Driving Market Growth 1. Consumer Interest in Healthy Eating: • With more than 20 vitamins and minerals, avocados are associated with heart health, weight health, and skin health. (1) • 62% of consumers consider healthfulness to be a key driver in the decision to purchase food and beverages. (2) 2. Growing Hispanic Population:(3) • 91% of Hispanic households purchase avocados, and the average annual avocado spend per Hispanic household is 73% higher than for non-Hispanic households (4) 3. Millennial & Gen-Z Consumption: • 71% of millennial households purchase avocados. (4) • About 25% of Generation Z are Hispanic, compared to 17% of millennials and 12% of Generation X.(5) We Operate In a Large and Growing Market with Supportive Tailwinds (1)Hass Avocado Board. Avocado Nutrition Facts Chart. (2) International Food Information Council. 2023 Food & Health Survey. 23 May 2023.. (3) U.S. Bureau of Labor Statistics. October 2023. (4) Numerator Insights. 12 months ending May 31, 2023. (5) Pew Research Center analysis of 1987, 2003, and 2019 Current Population Survey Annual Social and Economic Supplements and 1970 decennial census (IPUMS). (6) U.S.D.A. Per Capita Consumption Data. (7) Hass Avocado Board.. May 2024. 9

State-of-the-Art Infrastructure Covering North America Markets Packhouse Advantages ➤ High-definition grading cameras ➤ State-of-the-art washing, sorting, packing, and bagging line ➤ Industry-leading post-harvest practices (cold chain) ➤ Ocean container plug-ins Forward Distribution and Ripening Center Advantages ➤ Ability to ripen to customer specification ➤ Ability to store and deliver volume opportunistically as customer demand evolves ➤ Proximity to clients Packing Ripening Sales 10 10

Mission is Positioned as a Preferred Supplier by Offering Custom Programs & Value-Added Services We provide customers with leading operations and industry insights geared toward driving sales • Ripening to customer specifications • Logistics management (especially trucking) • Hands-on training to facilitate proper fruit handling & educational resources • Merchandising and promotional support • Around-the-clock customer support and availability • Consumer-friendly bagging and custom packaging • Category management • AvoIntel™ Insights on market trends and consumer behavior • Quarterly category analysis & reviews 11 11 Shoppers are looking for avocados that are ripe and ready to eat*, that's why Mission is committed to getting the ripeness right! Color is NOT always an indicator of ripeness. The best way to judge ripeness is to feel for uniform softness using the palm of your hand. 5 STAGES OF AVOCADO RIPENESS For more information about Mission Produce avocado ripening programs, contact SalesReps@missionproduce.com ©2023 Mission Produce, Inc. The MISSION & TOWER DESIGN® and MISSION PRODUCE™ are trademarks of Mission Produce, Inc. All rights reserved. *Mission Produce AvoIntel. 12.2.22. DISCLAIMER: This guide is for informational and educational purposes only. Any recommendations included herein shall not be construed as a guarantee of future results. We make no representations or warranties, and expressly disclaim any representations or warranties, as to the validity, accuracy, or completeness of the information contained herein. 1 STAGE HARD Fresh off the tree, the avocado is very hard with no give. 5+ DAYS APPROXIMATELY UNTIL RIPE IF STORED AT ROOM TEMPERATURE 2 STAGE PRE- CONDITIONED Ripening has begun, but the avocado is still very firm. 4-5 DAYS APPROXIMATELY UNTIL RIPE IF STORED AT ROOM TEMPERATURE 3 STAGE BREAKING As it ripens, the avocado is firm but yields slightly to pressure. 2 DAYS APPROXIMATELY UNTIL RIPE IF STORED AT ROOM TEMPERATURE 4 STAGE FIRM-RIPE The avocado is ripe and yields slightly to gentle pressure. RIPE BEST FOR SLICING AND DICING 5 STAGE RIPE The avocado is ripe and yields easily to gentle pressure. RIPE BEST FOR MASHING AND SMASHING 21 3 4 5

• Year-round supply • Top mango varieties: Kent, Keitt, Tommy Atkins, Palmer, Honey, Haden • Advanced ripening capabilities & custom ripe programs • Around-the-clock service • Educational tools and resources We leverage our vertical integration in Peru and international growing partnerships to access the top mango varieties around the world. Capitalizing on the operational & logistical synergies of avocados & mangos to drive the mango category globally 12

Channel Segmentation Strategy Based on Growth and Profitability We are the preferred partner across Retail, Food Service, Wholesale, and International Channels ➤ Leading our customer & partner relationships with excellence ➤ Competitive positioning in sales, sourcing, and operations to serve customers year-round, growing demand across the globe ➤ Alignment with margin-accretive customers that hold strong market positions in their respective channel ➤ Strategic locations in key markets ➤ Scalability ➤ Surety of supply ➤ Consistent quality 13 ➤ Innovative solutions ➤ World-class service ➤ Market intelligence ➤ Superior products ➤ Dedication to our core values: FIRST (Fun, Innovative, Reliable, Successful, Trustworthy) 13

(1) Rabobank. Global Growth Far from Over. May 2023. (2) CIRAD. FruiTrop Magazine May-June 2023. Global Avocado Consumption is Poised to Grow 2022 Global Per Capita Consumption (1,2) Mission is driving year-round availability in international markets to meet growing demand International Growth Opportunity: ➤ Increasing global availability ➤ Increasing household penetration ➤ Innovation & expansion of logistics & production Competitive International Positioning: ➤ Meeting gaps in supply with increasing exports ➤ Increasing international distribution in key markets ➤ Expanding international customer base in EU & Asia (1) 14 14

Multiple-Source Strategy Drives Year-Round Availability to Meet Global Demand 15 15 Avocado Availability Row size generally represents each origin’s annual share of volume sourced for distribution

Multiple-Source Strategy Drives Year-Round Availability to Meet Global Demand 16 16 KentPERU Tommy AtkinsGUATEMALA MEXICO Honey Tommy Atkins Haden Kent Keitt ECUADOR Kent Tommy Atkins Honey Keitt BRAZIL Tommy Atkins Palmer Kent Keitt JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC Mangos–Global Availability Let’s Connect! SalesReps@missionproduce.com missionproduce.com @mission_produce Vertically Integrated growing location Stronger bar color denotes higher volume. Transition periods can vary slightly dependent on weather, growing conditions, etc. Not all origins have access to all markets. Tommy AtkinsNICARAGUA Mango Availability

We own 100% of our avocado and mango farming operations and packhouse, as well as a controlling interest in our blueberry farming operation. • It enables us to leverage our resources to grow, pack, and ship complementary commodities, such as mangos and blueberries • With commodities year-round, we can employ our workforce year- round, promoting talent retention • We benefit from enhanced quality control • We can offer strong supply reliability to our customers • By owning our fruit, we can decrease our reliance on other origins to fulfill demand International Farming and Vertical Integration: Peru Vertical integration strengthens our competitive position: 17

1,730 1,800 2,630 2,630 2,630 2,640 3,000 3,360 3,720 3,930 3,870 200 200 300 300 300 300 300 300 10 80 110 140 230 340 350 390 460 560 1,730 1,810 2,710 2,940 2,970 3,170 3,640 4,010 4,410 4,690 4,730 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Note: Hectare count is approximate and has been rounded to the nearest tenth. Owned Operations: Cultivated Farms Annual Growth in Peru Avocados Mangos Blueberries Total Cultivated Hectares By Commodity 18 Hectares 18

VERTICAL INTEGRATION COLOMBIA GUATEMALA2 1. As of October 31, 2023. 2. Not authorized for U.S. entrance 3. As of November 22, 2023. 1,700 planted acres1 700 planted acres3 1,800 planted acres1 SOUTH AFRICA2 Colombia • Partnered with one of the largest avocado producers in Colombia, to grow, pack, and ship • Global distribution, focused on the European market Guatemala • Farming operations established & growing • Packhouse under construction • Primarily European distribution, with additional markets on the horizon • Opposite seasonality to Peru, filling in supply gaps South Africa • Mission owns a 5% interest in a JV to develop avocado orchards • Partnered with one of South Africa’s largest farming companies to grow, pack, and ship • Extends supply availability to the EU by approximately 2 months before the Peruvian season 19

(1) The Blueberries segment was consolidated prospectively on May 1, 2022. (2) Includes 2018 buyout of remaining 50% interest in Peru farming JV. ➤ Invested >$500mm across capital expenditures and equity investments during the past 10 years: (2) ➤ Mega facility in Laredo, TX supporting MX distribution throughout North America ➤ UK distribution facility supporting expansion to retail/food service customer base in UK market ➤ Avocado orchard development in Peru and Guatemala ➤ Modest leverage ratio despite capital-intensive model ➤ Slowing investments in distribution & farming ➤ Distribution – focus on capacity utilization ➤ Farming – finish existing projects outside of Peru to fill in supply calendar ➤ Utilizing incremental operating cash flow from Blueberries JV in FY2024 to accelerate development projects slated for future periods Recent Capital Investments We have invested heavily in our business historically, which we believe will put us in a position to generate strong, free-cash flows in the coming years Blueberries(1) International Farming Marketing & Distribution 20 Consolidated Forecast Capital Expenditures ($mm) $43.5 $9.1 $10.8 $29.9 $45.2 $26.1 $6.9 $12.9 $40-45 $73.4 $61.2 $49.8 FY2021 FY2022 FY2023 Forecast FY2024

Long-term Financial Outlook ➤ Bullish outlook on avocado consumption driving global revenue growth, with volume and market share growth translating to improved leverage of distribution and farming investments ➤ Year-over-year variability to be expected in our industry – growth unlikely to come in steady, stable increments Estimated Total Revenue Growth: Mid-Single Digits Estimated Adjusted EBITDA Growth: High-Single Digits 21

Strategic Priorities Summary 22 22

23 Appendix: Non-GAAP Reconciliation 23