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Business Combination with Calavo Growers Inc.
 9 Months Ended
Jul. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination with Calavo Growers Inc. Business Combination with Calavo Growers Inc.
On May 28, 2026, we consummated our acquisition of 100% of the outstanding common stock of Calavo Growers Inc. (“Calavo”). Calavo is a leading provider of fresh avocados, tomatoes, papayas, and value-added prepared foods, including a variety of ready-to-eat products such as guacamole and salsas. Its products are sold under the Calavo brand name, proprietary sub-brands, as well as private labels and store brands. The transaction enhances our position in the North American avocado category with
expanded supply reliability across Mexico and California. The transaction also represents our entry into the prepared food sector, complementing our existing value-added avocado business. The transaction also provides a significant value opportunity for us to realize cost synergies and SG&A savings.
The preliminary value of consideration transferred totaled approximately $466 million, which was comprised of 17,530,762 shares of our common stock and approximately $269 million in cash.
Preliminary purchase price allocation
The unaudited condensed consolidated balance sheets reflect the preliminary allocation of the purchase consideration to Calavo’s identifiable net assets acquired. The preliminary allocation is based on management’s estimates which are subject to change within the allowable measurement period from the acquisition date.
Goodwill represents the excess of the purchase price over the net of the acquisition-date values of the identifiable assets and liabilities assumed. The goodwill is attributable to cost synergies expected from combining the operations of Mission Produce and Calavo. The goodwill recognized is not expected to be deductible for income tax purposes.
The preliminary amounts of identifiable assets acquired and liabilities assumed and fair value of noncontrolling interest as of the acquisition date were as follows.

(in millions)
Fair value of consideration transferred$466.0 
Recognized amounts of identifiable assets acquired and liabilities assumed:
Inventory(1)
39.9 
Other current assets78.2 
Property, plant and equipment(2)
112.2 
Intangible assets(3)
Trademarks and trade name (7-year useful life)
5.2 
Customer-related intangible (12-years useful life)
97.0 
Other assets(4)
40.8 
Current liabilities(53.5)
Deferred tax liability(34.0)
Other liabilities(5)
(46.6)
Total identifiable net assets239.2 
Noncontrolling interest(6)
(2.1)
Goodwill$228.9 
$466.0 
(1)Inventory was valued using an approach based upon expected sales value, less direct costs associated with the sale of the inventory and an allocation of profit margins between the buyer and seller.
(2)Property, plant and equipment was valued using a variety of approaches, based on the nature of the assets. Real property was valued using the market approach. Personal property was valued using either the market approach or cost approach, depending on the availability of market pricing data.
(3)Trademarks and tradenames were valued using the relief-from-royalty approach and the customer-related intangible was valued using the multi-period excess-earnings method. Significant inputs to these models included: long-term forecast of revenues, operating expenses, net income, and capital expenditures, and a discount rate of 9%.
(4)Other assets include the fair value of receivables for Mexican value-added tax (“VAT”) of $25.9 million. The fair value of Mexican VAT receivables is a level 3 measurement in the fair value hierarchy, which was valued using a probability-weighted expected return.
(5)Other liabilities include $27.5 million of uncertain tax positions, accounted for under ASC 740. Refer to Note 8 for more information.
(6)The fair value of the noncontrolling interest, also a level 3 measurement in the fair value hierarchy, was determined by applying the market approach under the guideline publicly-traded companies method.
Supplemental Pro Forma Information (Unaudited)
The following unaudited pro forma summary presents consolidated information of Mission Produce as if the business combination had occurred on November 1, 2024. These results have been calculated to reflect additional depreciation and amortization that would have been charged assuming the fair value adjustments to Calavo had been applied from November 1, 2024. In the nine months ended July 31, 2026, we incurred $47.3 million of acquisition-related costs. These expenses are included in selling, general and administrative expenses in the consolidated statement of operations for the nine months ended July 31, 2026.
The fiscal 2026 supplemental pro forma earnings were adjusted to exclude the $47.3 million of acquisition costs, and are instead reflected in pro forma earnings for the nine months ended July 31, 2025.


Three Months Ended
July 31,		Nine Months Ended
July 31,
(In millions)2026202520262025
Revenue$498.0 $536.5 $1,339.2 $1,596.0 
Earnings8.4 16.2 16.6 (19.9)
The results of Calavo for the three and nine months ended July 31, 2026 are not available on a pro forma basis due to its integration into Mission Produce’s consolidated results.