Del Monte Corp 10-Q for FY2025 Q2
Del Monte Corp (DMC)
10-Q
2025-07-30
For: 2025-06-27
View Original
Added on
April 06, 2026
About this 10-Q
Del Monte Corp filed this 10-Q on July 30, 2025, covering the quarter ended June 27, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 27, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.18B
- up 3.8% from $1.14B a year earlier
- Net income
- $56.8M
- up 6.0% from net income of $53.6M a year earlier
- Diluted EPS
- $1.18
- up 5.4% from $1.12 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
———————————
FORM 10-Q
———————————
(Mark One)
For the quarterly period ended June 27, 2025
OR
For the transition period from to
(Commission file number)
———————————
(Exact Name of Registrant as Specified in Its Charter)
———————————
| N/A | |||||||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S Employer Identification No.) | ||||||||||
| Grand Cayman, | |||||||||||
| N/A | |||||||||||
| (Address of Registrant’s Principal Executive Office) | (Zip Code) | ||||||||||
(305 ) 520-8400
(Registrant’s telephone number including area code)
Please send copies of notices and communications from the Securities and Exchange Commission to:
c/o Del Monte Fresh Produce Company
241 Sevilla Avenue
Coral Gables, Florida 33134
(Address of Registrant’s U.S. Executive Office)
———————————
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 18, 2025, there were 47,974,940 ordinary shares of Fresh Del Monte Produce Inc. issued and outstanding.
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
Form 10-Q
For the Quarter and Six Months Ended June 27, 2025
TABLE OF CONTENTS
| Page | ||||||||
| PART I: FINANCIAL INFORMATION | ||||||||
| PART II. OTHER INFORMATION | ||||||||
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
(U.S. dollars in millions, except share and per share data)
| June 27, 2025 | December 27, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Trade accounts receivable, net of allowance of $ | |||||||||||
Other accounts receivable, net of allowance of $ | |||||||||||
| Inventories, net | |||||||||||
| Assets held for sale | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Investments in and advances to unconsolidated companies | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred income taxes | |||||||||||
| Other noncurrent assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and shareholders' equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||
| Current maturities of debt and finance leases | |||||||||||
| Current maturities of operating leases | |||||||||||
| Income taxes and other taxes payable | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt and finance leases | |||||||||||
| Retirement benefits | |||||||||||
| Deferred income taxes | |||||||||||
| Operating leases, less current maturities | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (See Note 10) | |||||||||||
| Shareholders' equity: | |||||||||||
Preferred shares, $ | |||||||||||
Ordinary shares, $ | |||||||||||
| Paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total Fresh Del Monte Produce Inc. shareholders' equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
See accompanying notes.
1
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(U.S. dollars in millions, except share and per share data)
| Quarter ended | Six months ended | ||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Gain on disposal of property, plant and equipment, net | |||||||||||||||||||||||
| Asset impairment and other charges (credits), net | ( | ||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other (income) expense, net | ( | ( | ( | ||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax provision | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Net income attributable to Fresh Del Monte Produce Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Net income per ordinary share attributable to Fresh Del Monte Produce Inc. - Basic | $ | $ | $ | $ | |||||||||||||||||||
| Net income per ordinary share attributable to Fresh Del Monte Produce Inc. - Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Dividends declared per ordinary share | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average number of ordinary shares: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes.
2
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(U.S. dollars in millions)
| Quarter ended | Six months ended | ||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Net unrealized (loss) gain on derivatives, net of tax | ( | ( | |||||||||||||||||||||
| Net unrealized foreign currency translation gain (loss) | ( | ( | |||||||||||||||||||||
| Net change in retirement benefit adjustment, net of tax | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income | $ | ||||||||||||||||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Comprehensive income attributable to Fresh Del Monte Produce Inc. | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes.
3
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(U.S. dollars in millions)
| Six months ended | |||||||||||
| June 27, 2025 | June 28, 2024 | ||||||||||
| Operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of debt issuance costs | |||||||||||
| Share-based compensation expense | |||||||||||
| Asset impairments | |||||||||||
| Change in uncertain tax positions | ( | ( | |||||||||
| Gain on disposal of property, plant and equipment, net | ( | ( | |||||||||
| Income from equity method investments | ( | ( | |||||||||
| Deferred income taxes | ( | ||||||||||
| Other, net | ( | ||||||||||
| Changes in operating assets and liabilities | |||||||||||
| Receivables | ( | ( | |||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Accounts payable and accrued expenses | |||||||||||
| Other assets and liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Proceeds from sales of property, plant and equipment | |||||||||||
| Insurance proceeds received for damage to property, plant and equipment, net | |||||||||||
| Investments in and advances to unconsolidated companies | ( | ( | |||||||||
| Other investing activities | |||||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
| Financing activities: | |||||||||||
| Proceeds from debt | |||||||||||
| Payments on debt | ( | ( | |||||||||
| Share-based awards settled in cash for taxes | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Repurchase and retirement of ordinary shares | ( | ||||||||||
| Payment of deferred financing costs | ( | ||||||||||
| Other financing activities | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash | ( | ||||||||||
| Net increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents, beginning | |||||||||||
| Cash and cash equivalents, ending | $ | $ | |||||||||
| Supplemental cash flow information: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for income taxes | $ | $ | |||||||||
| Non-cash financing and investing activities: | |||||||||||
| Right-of-use assets obtained in exchange for new operating lease obligations | $ | $ | |||||||||
| Fair value of net assets acquired in non-cash acquisition | $ | $ | |||||||||
| Dividends on restricted stock units | $ | $ | |||||||||
| Conversion of note receivable in exchange for investment in unconsolidated company | $ | $ | |||||||||
See accompanying notes.
4
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited) (U.S. dollars in millions, except share data)
| Ordinary Shares Outstanding | Ordinary Shares | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Fresh Del Monte Produce Inc. Shareholders' Equity | Noncontrolling Interests | Total Shareholders' Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance as of December 27, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Settlement of restricted stock units | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Share-based payment expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Distribution to noncontrolling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of ordinary shares | ( | — | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Dividend declared | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Comprehensive income: | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on derivatives, net of tax | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net unrealized foreign currency translation gain | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Change in retirement benefit adjustment, net of tax | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 28, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Settlement of restricted stock units | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Share-based payment expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Capital contribution from non-controlling interest | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Dividend declared | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Comprehensive income: | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on derivatives, net of tax | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net unrealized foreign currency translation gain | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Change in retirement benefit adjustment, net of tax | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 27, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
5
| Ordinary Shares Outstanding | Ordinary Shares | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Fresh Del Monte Produce Inc. Shareholders' Equity | Noncontrolling Interests | Total Shareholders' Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance at December 29, 2023 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Settlement of restricted stock units | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Share-based payment expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Dividend declared | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Comprehensive income: | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on derivatives, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net unrealized foreign currency translation loss | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Change in retirement benefit adjustment, net of tax | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 29, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Settlement of restricted stock units | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Share-based payment expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Dividend declared | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Comprehensive income: | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on derivatives, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net unrealized foreign currency translation loss | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Change in retirement benefit adjustment, net of tax | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 28, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
See accompanying notes.
6
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. General
Reference in this Report to “Fresh Del Monte”, “we”, “our” and “us” and the “Company” refer to Fresh Del Monte Produce Inc. and its subsidiaries, unless the context indicates otherwise.
Nature of Business
We were incorporated under the laws of the Cayman Islands in 1996. We are one of the world’s leading vertically integrated producers, marketers and distributors of high-quality fresh and fresh-cut fruit and vegetables, as well as a leading producer and marketer of prepared fruit and vegetables, juices, beverages and snacks in Europe, Africa and the Middle East. We market our products worldwide under the Del Monte® brand, a symbol of product innovation, quality, freshness and reliability since 1892. Our major sales markets are organized as follows: North America, Europe, the Middle East (which includes North Africa) and Asia. Our global sourcing and logistics system allows us to provide regular delivery of consistently high-quality produce and value-added services to our customers. Our major production operations are located in North, Central and South America, Asia and Africa. Our products are sourced from company-owned operations and through supply contracts with independent growers.
Our business is comprised of three reportable segments, two of which represent our primary businesses of fresh and value-added products and banana, and one that represents our other ancillary businesses.
•Fresh and value-added products - includes pineapples, fresh-cut fruit, fresh-cut vegetables (which includes fresh-cut salads), melons, vegetables, non-tropical fruit (including grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries and kiwis), other fruit and vegetables, avocados, and prepared foods (including prepared fruit and vegetables, juices, other beverages, and meals and snacks).
•Banana
•Other products and services - includes our third-party freight and logistic services business, our Jordanian poultry and meats business and our biomass initiatives.
Basis of Presentation
The accompanying unaudited Consolidated Financial Statements for the quarter and six months ended June 27, 2025 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments of a normal recurring nature considered necessary for fair presentation have been included. Operating results for the quarter and six months ended June 27, 2025 are subject to significant seasonal variations and are not necessarily indicative of the results that may be expected for the year ending December 26, 2025. For further information, refer to the Consolidated Financial Statements and notes thereto included in our annual report on Form 10-K for the fiscal year ended December 27, 2024.
We are required to evaluate events occurring after June 27, 2025 for recognition and disclosure in the unaudited Consolidated Financial Statements for the quarter and six months ended June 27, 2025. Events are evaluated based on whether they represent information existing as of June 27, 2025, which require recognition in the unaudited Consolidated Financial Statements, or new events occurring after June 27, 2025 which do not require recognition but require disclosure if the event is significant to the unaudited Consolidated Financial Statements. We evaluated events occurring subsequent to June 27, 2025 through the date of issuance of these unaudited Consolidated Financial Statements.
Reclassification of Prior Period Presentation
Certain reclassifications of prior periods have been made to our operating cash flows within our Consolidated Statement of Cash Flows to conform to the current period presentation. These reclassifications had no effect on our balance sheet, operating and net income, or total cash flows from operating, investing, and financing activities previously presented.
7
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
2. Recently Issued Accounting Pronouncements
New Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03") and in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-03. ASU 2024-03 amends Accounting Standards Codification (ASC) 220 to require additional disclosure of certain expense information on an annual and interim basis, including but not limited to the amounts of purchases of inventory, employee compensation and deprecation and intangible asset amortization included within each income statement expense caption, as applicable. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 with early adoption permitted. ASU 2024-03 should be applied prospectively; however, retrospective application is permitted. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures ("ASU 2023-09"). This ASU amends ASC 740 to enhance the nature of disclosures for income taxes. Specifically, the ASU requires public business entities to disclose additional information in categories defined within the ASU within the reconciliation of the effective tax rate to the statutory rate for federal, state and foreign income taxes. Additionally, the ASU requires disclosure of taxes paid, net of refunds received, disaggregated by federal, state and foreign taxes. ASU 2023-09 is effective for years beginning after December 15, 2024 with early adoption permitted. We have evaluated the impact of the adoption of this ASU and concluded it has no impact on our financial condition, results of operations and cash flows, but will impact our income tax disclosures.
3. Investments in and Advances to Unconsolidated Companies
Investments in and advances to unconsolidated companies amounted to $54.1 million as of June 27, 2025 and $39.9 million as of December 27, 2024. These investments are accounted for under the equity method of accounting, and primarily relate to investments in limited partnerships and joint ventures in the food, nutrition and agricultural technology sectors. Our investments in unconsolidated companies include investments in companies who qualify as investment companies pursuant to Accounting Standards Codification Topic 946, Financial Services - Investment Companies ("ASC 946") and, accordingly, are carried at net asset value ("NAV"), which approximates fair value. Our investments in unconsolidated companies who qualify as investment companies under ASC 946, which make up approximately $45.6 million of the balance as of June 27, 2025 and $32.3 million of the balance as of December 27, 2024, cannot be redeemed, but the funds will make distributions through liquidation. The estimate of the liquidation period varies from 2027 to 2037. Total unfunded commitments related to our investments in and advances to unconsolidated companies as of June 27, 2025 were $2.6 million.
8
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
4. Asset Impairment and Other Charges (Credits), Net
The following represents a summary of asset impairment and other charges (credits), net recorded during the quarters and six months ended June 27, 2025 and June 28, 2024 (U.S. dollars in millions):
| Quarter ended | Six months ended | ||||||||||||||||||||||||||||||||||
| June 27, 2025 | June 27, 2025 | ||||||||||||||||||||||||||||||||||
| Long-lived and other asset impairment | Exit activity and other charges | Total | Long-lived and other asset impairment | Exit activity and other charges | Total | ||||||||||||||||||||||||||||||
| Fresh and value-added products segment: | |||||||||||||||||||||||||||||||||||
| Impairment of leased grape farm in Chile | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Total asset impairment and other charges (credits), net | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Quarter ended | Six months ended | ||||||||||||||||||||||||||||||||||
| June 28, 2024 | June 28, 2024 | ||||||||||||||||||||||||||||||||||
| Long-lived and other asset impairment | Exit activity and other charges | Total | Long-lived and other asset impairment | Exit activity and other charges | Total | ||||||||||||||||||||||||||||||
| Banana segment: | |||||||||||||||||||||||||||||||||||
California Air Resource Board reserve (1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Philippines impairment of banana-related fixed assets | |||||||||||||||||||||||||||||||||||
| Fresh and value-added products segment: | |||||||||||||||||||||||||||||||||||
| Insurance recovery related to South American warehouse | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
Reduction in repair reserves related to 2023 flooding in Greece(2) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Other: | |||||||||||||||||||||||||||||||||||
Legal settlement (3) | |||||||||||||||||||||||||||||||||||
| Total asset impairment and other charges (credits), net | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||
(1) During the six months ended June 28, 2024, we recorded a $0.5 million reserve relating to a regulatory matter. Refer to Note 10, “Commitments and Contingencies.”
(2) Due to damages caused by severe flooding in Greece during 2023, we recorded reserves related to estimated damages to our property, plant and equipment. During the quarter ended June 28, 2024, we determined it was appropriate to reduce this reserve by $0.5 million based on actual repair charges incurred.
(3) During the six months ended June 28, 2024, we entered into a settlement agreement with respect to a litigation matter by a former employee regarding a legacy claim stemming from the 1970s. Accordingly, we incurred charges of $1.8 million, net of insurance reimbursements, associated with the settlement during the six months ended June 28, 2024. Refer to Note 10, “Commitments and Contingencies.”
9
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
5. Income Taxes
In connection with the examination of the tax returns in three foreign jurisdictions, the taxing authorities have issued income tax deficiencies related to transfer pricing aggregating approximately $237.2 million (including interest and penalties) for tax years 2012 through 2021. We strongly disagree with the proposed adjustments and have filed a protest with each of the taxing authorities.
In one foreign jurisdiction, we are currently contesting tax assessments related to the 2012-2015 audit years and the 2016 audit year in both the administrative court and the judicial court. During 2019 and 2020, we filed actions contesting the tax assessment in the administrative office. Our initial challenge to each of these tax assessments was rejected, and we subsequently lost our appeals at the administrative court. We have subsequently filed actions to contest each of these tax assessments in the country’s judicial courts. In addition, we have filed a request for injunction to the judicial court to stay the tax authorities' collection efforts for these two tax assessments, pending final judicial decisions. The court granted our injunction with respect to the 2016 audit year, however denied our injunction with respect to the 2012-2015 audit years. We timely appealed the denial of the injunction, and on August 10, 2022 the appellate court overturned the denial and granted our injunction for the 2012-2015 audit years with a trial date set for July 4, 2025. During June 2025, we were notified of the hearing being suspended until further notice due to a pending constitutional remedy affecting a rule included in the arguments. Pursuant to local law, we registered real estate collateral with an approximate fair market value of $7.2 million in connection with the grant of the 2016 audit year injunction. This real estate collateral has a net book value of $3.8 million as of the quarter ended June 27, 2025. In addition, in connection with the grant of the 2012-2015 audit year injunction, we registered real estate collateral with an approximate fair market value of $30.2 million, and a net book value of $4.6 million as of the quarter ended June 27, 2025. The registration of this real estate collateral does not affect our operations in the country.
In the second foreign jurisdiction, the administrative court denied our appeal, and on March 4, 2020 we filed an action in the judicial court to contest the administrative court's decision. The case is still pending.
In the third foreign jurisdiction, we received tax assessments related to 2018-2021 audit years. We have filed objections contesting these assessments.
We will continue to vigorously contest the adjustments and intend to exhaust all administrative and judicial remedies necessary in both jurisdictions to resolve the matters, which could be a lengthy process.
We regularly assess the likelihood of adverse outcomes resulting from examinations such as these to determine the adequacy of our tax reserves. Accordingly, we have not accrued any additional amounts based upon the proposed adjustments. There can be no assurance that these matters will be resolved in our favor, and an adverse outcome of either matter, or any future tax examinations involving similar assertions, could have a material effect on our financial condition, results of operations and cash flows.
Additionally, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (OECD) Pillar Two Framework. Pursuant to the implementation dates prescribed in the Directive, the rules became effective for the Company for the 2025 fiscal year. A significant number of other countries are expected to also implement similar legislation with varying effective dates in the future. To date, the Company has determined that there is an immaterial global minimum tax liability as a result of Pillar Two, as certain jurisdictions have satisfied the safe harbor test to mitigate any minimum tax under Pillar Two. The Company continues to monitor its jurisdictions for any changes and include any appropriate minimum tax throughout the fiscal year.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are currently assessing its impact on our consolidated financial statements.
10
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
6. Allowance for Credit Losses
We estimate expected credit losses on our trade receivables and financing receivables in accordance with Accounting Standards Codification (“ASC”) 326 - Financial Instruments - Credit Losses.
Trade Receivables
Trade receivables as of June 27, 2025 were $439.9 million, net of allowances of $37.5 million. Our allowance for trade receivables consists of two components: a $12.3 million allowance for credit losses and a $25.2 million allowance for customer claims accounted for under the scope of ASC 606 - Revenue Recognition.
As a result of our robust credit monitoring practices, the industry in which we operate, and the nature of our customer base, the credit losses associated with our trade receivables have historically been insignificant in comparison to our annual net sales. We measure the allowance for credit losses on trade receivables on a collective (pool) basis when similar risk characteristics exist. We generally pool our trade receivables based on the geographic region or country to which the receivables relate. Receivables that do not share similar risk characteristics are evaluated for collectability on an individual basis.
Our historical credit loss experience provides the basis for our estimation of expected credit losses. We generally use a three-year average annual loss rate as a starting point for our estimation, and make adjustments to the historical loss rate to account for differences in current conditions impacting the collectability of our receivable pools. We generally monitor macroeconomic indicators to assess whether adjustments are necessary to reflect current conditions.
The table below presents a rollforward of our trade receivable allowance for credit losses for the six months ended June 27, 2025 and June 28, 2024 (U.S. dollars in millions):
| Six months ended | |||||||||||||||||||||||
| Trade receivables | June 27, 2025 | June 28, 2024 | |||||||||||||||||||||
Allowance for credit losses: | |||||||||||||||||||||||
| Balance, beginning of period | $ | $ | |||||||||||||||||||||
| Provision for uncollectible amounts | |||||||||||||||||||||||
| Deductions to allowance related to write-offs | ( | ||||||||||||||||||||||
| Recoveries of amounts previously allowed for | ( | ||||||||||||||||||||||
| Foreign exchange effects | ( | ||||||||||||||||||||||
| Balance, end of period | $ | $ | |||||||||||||||||||||
Financing Receivables
Financing receivables are included in other accounts receivable, net on our Consolidated Balance Sheets and are recognized at amortized cost less an allowance for estimated credit losses. Financing receivables include seasonal advances to growers and suppliers, which are usually short-term in nature, and other financing receivables.
A significant portion of the fresh produce we sell is acquired through supply contracts with independent growers. In order to ensure the consistent high quality of our products and packaging, we make advances to independent growers and suppliers. These growers and suppliers typically sell all of their production to us and make payments on their advances as a deduction to the agreed upon selling price of the fruit or packaging material. The majority of the advances to growers and suppliers are for terms less than one year and typically span a growing season. In certain cases, there may be longer term advances with terms of up to five years .
11
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
We measure the allowance for credit losses on advances to suppliers and growers on a collective (pool) basis when similar risk characteristics exist. We generally pool our advances based on the country to which they relate, and further disaggregate them based on their current or past-due status. We generally consider an advance to a grower to be past due when the advance is not fully paid within the respective growing season. The allowance for advances to growers and suppliers that do not share similar risk characteristics are determined on a case-by-case basis, depending on the expected production for the season and other contributing factors. The advances are typically collateralized by property liens and pledges of the respective season’s produce. Occasionally, we agree to a payment plan with these growers or take steps to recover the advance via established collateral. We may write-off uncollectible financing receivables after our collection efforts are exhausted.
Our historical credit loss experience provides the basis for our estimation of expected credit losses. We generally use a three-year average annual loss rate as a starting point for our estimation, and make adjustments to the historical loss rate to account for differences in current or expected future conditions. We generally monitor macroeconomic indicators as well as other factors, including unfavorable weather conditions and crop diseases, which may impact the collectability of the advances when assessing whether adjustments to the historical loss rate are necessary.
The following table details the advances to growers and suppliers based on their credit risk profile (U.S. dollars in millions):
| June 27, 2025 | December 27, 2024 | ||||||||||||||||||||||
| Current | Past-Due | Current | Past-Due | ||||||||||||||||||||
| Gross advances to growers and suppliers | $ | $ | $ | $ | |||||||||||||||||||
The allowance for advances to growers and suppliers for the six months ended June 27, 2025 and June 28, 2024 were as follows (U.S. dollars in millions):
| Six months ended | |||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | ||||||||||||||||||||||
| Allowance for advances to growers and suppliers: | |||||||||||||||||||||||
| Balance, beginning of period | $ | $ | |||||||||||||||||||||
| Provision for uncollectible amounts | |||||||||||||||||||||||
| Balance, end of period | $ | $ | |||||||||||||||||||||
7. Share-Based Compensation
We maintain various compensation plans for officers, other employees, and non-employee members of our Board of Directors. On June 2, 2022, our shareholders approved and ratified the 2022 Omnibus Share Incentive Plan (the “2022 Plan”). The 2022 Plan allows us to grant equity-based compensation awards including restricted stock units (“RSUs”), performance stock units (“PSUs”), stock options, and restricted stock awards. The 2022 Plan replaces and supersedes the 2014 Omnibus Share Incentive Plan (the “Prior Plan”). No awards can be granted under the Prior Plan upon adoption of the 2022 Plan. Under the 2022 Plan, the Board of Directors is authorized to award up to (i) 2,800,000 ordinary shares plus (ii) any ordinary shares remaining available for future awards under the Prior Plan at the time of adoption (of which there were approximately 241,263 ) plus (iii) any ordinary shares with respect to awards and Prior Plan awards that are forfeited, canceled, expire unexercised, or are settled in cash following adoption of the 2022 Plan.
12
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
Share-based compensation expense related to RSUs and PSUs is included in selling, general and administrative expenses in the accompanying Consolidated Statements of Operations and was comprised in the relevant periods as follows (U.S. dollars in millions):
| Quarter ended | Six months ended | ||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||
| RSUs/PSUs | $ | $ | $ | $ | |||||||||||||||||||
Restricted Stock Units and Performance Stock Units
The following table lists the RSUs and PSUs awarded under the 2022 Plan during the six months ended June 27, 2025 and June 28, 2024:
| Date of Award | Type of award | Units awarded | Price per share | ||||||||||||||
| For the six months ended June 27, 2025 | |||||||||||||||||
| May 5, 2025 | RSU | $ | |||||||||||||||
| March 3, 2025 | PSU | $ | |||||||||||||||
| March 3, 2025 | RSU | $ | |||||||||||||||
| For the six months ended June 28, 2024 | |||||||||||||||||
| May 8, 2024 | PSU | $ | |||||||||||||||
| May 7, 2024 | RSU | $ | |||||||||||||||
| April 1, 2024 | PSU | $ | |||||||||||||||
| March 1, 2024 | PSU | $ | |||||||||||||||
| February 19, 2024 | RSU | $ | |||||||||||||||
Under the 2022 Plan and Prior Plan, each RSU/PSU represents a contingent right to receive one of our ordinary shares. The PSUs are subject to meeting minimum performance criteria set by the Compensation Committee of our Board of Directors. The actual number of shares the recipient receives is determined based on the results achieved versus performance goals. Those performance goals are based on exceeding a measure of our earnings. Depending on the results achieved, the actual number of shares that an award recipient receives at the end of the period may range from 0 % to 100 % of the award units granted, or as it relates to the 2025, 2024 and 2023 PSU awards granted to our Chairman and Chief Executive Officer, 0 % to 125 % of the award units granted. Provided such criteria are met, the PSUs will vest in three equal annual installments on each of the next three anniversary dates provided that the recipient remains employed with us.
Expense for RSUs is recognized on a straight-line basis over the requisite service period for the entire award. RSUs vest annually in three equal installments over a three-year service period. RSUs granted to our Board of Directors generally vest after a one-year period.
The fair market value for RSUs and PSUs is based on the closing price of our stock on the grant date. We recognize expenses related to RSUs and PSUs based on the fair market value, as determined on the grant date, ratably over the vesting period, provided the performance condition, if any, is probable. Forfeitures are recognized as they occur.
RSUs and PSUs do not have the voting rights of ordinary shares, and the shares underlying the RSUs and PSUs are not considered issued and outstanding. However, shares underlying RSUs/PSUs are included in the calculation of diluted earnings per share to the extent the performance criteria are met, if any.
Each of our outstanding RSUs and PSUs are eligible to earn Dividend Equivalent Units (“DEUs”) equal to the cash dividend paid to ordinary shareholders. DEUs are subject to the same performance and/or service conditions as the underlying RSUs and PSUs and are forfeitable.
13
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
8. Inventories, net
Inventories consisted of the following (U.S. dollars in millions):
| June 27, 2025 | December 27, 2024 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Raw materials and packaging supplies | |||||||||||
| Growing crops | |||||||||||
| Total inventories, net | $ | $ | |||||||||
9. Debt and Finance Lease Obligations
The following is a summary of long-term debt and finance lease obligations (U.S. dollars in millions):
| June 27, 2025 | December 27, 2024 | ||||||||||
| Senior unsecured revolving credit facility (see Credit Facility below) | $ | $ | |||||||||
| Finance lease obligations | |||||||||||
| Total debt and finance lease obligations | |||||||||||
| Less: Current maturities | ( | ( | |||||||||
| Long-term debt and finance lease obligations | $ | $ | |||||||||
Credit Facility
On October 1, 2019, we entered into a Second Amended and Restated Credit Agreement (as amended, the “Second A&R Credit Agreement”) with Bank of America, N.A. as administrative agent and BofA Securities, Inc. as sole lead arranger and sole bookrunner and certain other lenders. The Second A&R Credit Agreement provided for a five-year , $0.9 billion syndicated senior unsecured revolving credit facility maturing on October 1, 2024. The Second A&R Credit Agreement was subsequently amended on December 30, 2022, to replace the Eurocurrency Rate with the Term Secured Overnight Financing Rate ("Term SOFR" effective January 3, 2023.
On February 21, 2024, we entered into Amendment No. 2 to the Second Amended and Restated Credit Agreement (the “2024 Amended Credit Facility”) with Bank of America, N.A. as administrative agent and BofA Securities, Inc. as sole lead arranger and sole bookrunner and certain other lenders. The 2024 Amended Credit Facility provides for a five-year , $0.75 billion syndicated senior unsecured revolving credit facility maturing on February 21, 2029. Amounts borrowed under the revolving credit facility accrue interest at a rate equal to the Term SOFR rate plus a margin that ranges from 1.0 % to 1.625 % based on our Consolidated Leverage Ratio (as defined in the 2024 Amended Credit Facility). The 2024 Amended Credit Facility also permits, under certain conditions, $200 million of Permitted Receivables Financing (as defined in the 2024 Amended Credit Facility). In addition, we pay a fee on unused commitments at a rate equal to 0.150 % to 0.250 % based on our Consolidated Leverage Ratio.
The 2024 Amended Credit Facility provides for an accordion feature that permits us, without the consent of the other lenders, to request that one or more lenders provide us with increases in revolving credit facility or term loans up to an aggregate of $300 million (“Incremental Increases”). The aggregate amount of Incremental Increases can be further increased to the extent that after giving effect to the proposed increase in revolving credit facility commitments or term loans our Consolidated Leverage Ratio, on a pro forma basis, would not exceed 2.75 to 1.00. Our ability to request such increases or term loans is subject to our compliance with customary conditions set forth in the 2024 Amended Credit Facility including compliance, on a pro forma basis, with certain financial covenants and ratios. Upon our request, each lender may decide, in its sole discretion, whether to increase all or a portion of its revolving credit facility commitment or provide term loans.
14
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
The 2024 Amended Credit Facility contains similar financial covenants to those included within the Second A&R Credit Agreement. Specifically, it requires us to maintain 1) a Consolidated Leverage Ratio of not more than 3.75 to 1.00 at any time during any period of four consecutive fiscal quarters, subject to certain exceptions and 2) minimum Consolidated Interest Coverage Ratio of not less than 2.25 to 1.00 as of the end of any fiscal quarter. Additionally, it requires us to comply with certain other covenants, including limitations on capital investments, the amount of dividends that can be paid in the future, the amounts and types of liens and indebtedness, material asset sales, and mergers. Under the 2024 Amended Credit Facility, we are permitted to declare or pay cash dividends in any fiscal year up to an amount that does not exceed the greater of (i) an amount equal to (1) the greater of (A) 50 % of the Consolidated Net Income (as defined in the 2024 Amended Credit Facility) for the immediately preceding fiscal year or (B) $25 million (the "Base Dividend Basket") plus (2) commencing in the fiscal year ending December 26, 2025 any portion of the Base Dividend Basket not used in the immediately preceding fiscal year, or (ii) the greatest amount which would not cause the Consolidated Leverage Ratio (determined on a pro forma basis as of the date of declaration or payment) to exceed 3.50 to 1.00. It also provides an allowance for stock repurchases to be an amount not exceeding the greater of (i) (A) $50,000,000 (the "Base Redemption Basket") plus (B) commencing in the fiscal year ending December 26, 2025, any portion of the Base Redemption Basket not used in the immediately preceding fiscal year or (ii) the greatest amount which would not cause the Consolidated Leverage Ratio (determined on a pro forma basis as of the date of such repurchase) to exceed 3.50 to 1.00. As of June 27, 2025, we were in compliance with all the covenants contained in the 2024 Amended Credit Facility.
In connection with the 2024 Amended Credit Facility, we paid lender and third-party fees of $2.1 million associated with the amendment. We concluded that the amendment resulted in a modification of debt and as such, determined that debt issuance costs incurred in connection with the 2024 Amended Credit Facility would be deferred and amortized over the term of the new arrangement. Debt issuance costs of $1.5 million and $1.8 million are included in other noncurrent assets on our Consolidated Balance Sheets as of June 27, 2025 and December 27, 2024, respectively.
The following is a summary of the material terms of the 2024 Amended Credit Facility and other working capital facilities at June 27, 2025 (U.S. dollars in millions):
| Term | Maturity date | Interest rate | Borrowing limit | Available borrowings, net of letters of credit and bank guarantees | |||||||||||||||||||||||||||||||
| Bank of America credit facility | $ | $ | |||||||||||||||||||||||||||||||||
| Rabobank letter of credit facility | Varies | ||||||||||||||||||||||||||||||||||
| Other working capital facilities | Varies | Varies | Varies | ||||||||||||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||||||||||||||
The margin for Term SOFR advances as of June 27, 2025 was 1.000 %. We intend to use funds borrowed under the 2024 Amended Credit Facility from time to time for general corporate purposes, which may include working capital needs, capital expenditures, funding of possible acquisitions, share repurchases, and satisfaction of other obligations.
As of June 27, 2025, we applied $21.6 million to letters of credit and bank guarantees issued from Rabobank Nederland, Bank of America, and other banks.
During 2018, we entered into interest rate swaps in order to hedge the risk of the fluctuation on future interest payments related to our variable rate borrowings from our revolving credit facility. During July 2024, outstanding interest rate swaps previously used to hedge the risk of fluctuation on future interest payments reached maturity or were terminated. Refer to Note 14, “Derivative Financial Instruments.”
15
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
10. Commitments and Contingencies
Kunia Well Site
In 1980, elevated levels of certain chemicals were detected in the soil and ground-water at a plantation leased by one of our U.S. subsidiaries in Honolulu, Hawaii (the “Kunia Well Site”). In 2005, our subsidiary signed a Consent Decree (“Consent Decree”) with the Environmental Protection Agency (“EPA”) for the performance of the clean-up work for the Kunia Well Site. Based on findings from remedial investigations, our subsidiary coordinated with the EPA to evaluate the clean-up work required in accordance with the Consent Decree. On July 25, 2022, an Explanation of Significant Differences (ESD) for the Kunia Well Site was filed by the EPA, which formally transitioned the remedy for the Kunia Well Site to a Monitored Natural Attenuation (MNA), thereby reducing our potential liability.
The revised estimate associated with the clean-up costs, and on which our accrual is based, is $2.7 million. As of June 27, 2025, $2.5 million was included in other noncurrent liabilities, and $0.2 million was included in accounts payable and accrued expenses in the Consolidated Balance Sheets for the Kunia Well Site clean-up. We expect to expend approximately $0.2 million in 2025, $0.2 million in 2026, $0.3 million in 2027, $0.1 million in 2028, and $0.1 million 2029.
California Air Resource Board
On December 21, 2022, the California Air Resource Board ("CARB") issued a Notice of Violation ("NOV") to the Company regarding alleged violations of certain California anti-air pollution regulations by three non-shore capable vessels that were subject to a time charter by us from an unrelated non-U.S. third party. We cooperated with and assisted CARB in its audits for the alleged violations during 2021. During the six months ended June 28, 2024, we incurred expenses of $0.5 million as a contingent reserve which are included in asset impairments and other charges (credits), net in the Consolidated Statements of Operations. We settled amounts previously accrued for this matter during the first quarter of 2025.
Legal Settlement
On May 28, 2024, we entered into a settlement agreement with respect to a litigation matter by a former employee regarding a legacy claim stemming from the 1970s. This matter was in the discovery phase until the first quarter of 2024, when the court set the expected trial date and the parties began to discuss settlement. Accordingly, during the first quarter of 2024, we incurred charges of $1.8 million, net of insurance reimbursements, associated with the settlement which are included in asset impairments and other charges (credits), net in the Consolidated Statements of Operations for the six months ended June 28, 2024.
Additional Information
In addition to the foregoing, we are involved from time to time in various claims and legal actions incident to our operations, both as plaintiff and defendant. In the opinion of management, after consulting with legal counsel, none of these other claims are currently expected to have a material adverse effect on the results of operations, financial position or our cash flows.
16
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
11. Earnings Per Share
Basic and diluted net income per ordinary share is calculated as follows (U.S. dollars in millions, except share and per share data):
| Quarter ended | Six months ended | ||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income attributable to Fresh Del Monte Produce Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average number of ordinary shares - Basic | |||||||||||||||||||||||
| Effect of dilutive securities - share-based awards | |||||||||||||||||||||||
| Weighted average number of ordinary shares - Diluted | |||||||||||||||||||||||
Antidilutive awards (1) | |||||||||||||||||||||||
Net income per ordinary share attributable to Fresh Del Monte Produce Inc.: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
(1)Certain unvested RSUs and PSUs are not included in the calculation of net income per ordinary share because the effect would have been antidilutive.
12. Retirement and Other Employee Benefits
The following table sets forth the net periodic benefit costs of our defined benefit pension plans and post-retirement benefit plans (U.S. dollars in millions):
| Quarter ended | Six months ended | ||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on assets | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of net actuarial loss | |||||||||||||||||||||||
| Net periodic benefit costs | $ | $ | $ | $ | |||||||||||||||||||
We provide certain other retirement benefits to certain employees who are not U.S.-based and are not included above. Generally, benefits under these programs are based on an employee’s length of service and level of compensation. These programs are immaterial to our consolidated financial statements. The net periodic benefit costs related to other non-U.S. based plans is $0.5 million for the quarter ended June 27, 2025 and $0.8 million for the quarter ended June 28, 2024. The net periodic benefit costs related to other non-U.S. based plans is $1.0 million for the six months ended June 27, 2025 and $1.5 million for the six months ended June 28, 2024 .
17
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
13. Business Segment Data
Our business is comprised of three reportable segments, two of which represent our primary businesses of fresh and value-added products and banana, and one that represents our other ancillary businesses.
•Fresh and value-added products - includes pineapples, fresh-cut fruit, fresh-cut vegetables (which includes fresh-cut salads), melons, vegetables, non-tropical fruit (including grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries and kiwis), other fruit and vegetables, avocados, and prepared foods (including prepared fruit and vegetables, juices, other beverages, and meals and snacks).
•Banana
•Other products and services - includes our third-party freight and logistic services business, our Jordanian poultry and meats business and our biomass initiatives.
Our Chief Operating Decision Maker ("CODM") is our Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer ("the CODM Group"). The CODM Group uses segment gross profit, calculated as net sales less cost of products sold, as the primary measure in assessing segment performance and determining allocation of resources, with these determinations generally made as part of our annual budgeting process. Reviews of segment performance by the CODM Group occur regularly throughout the year, including monthly review of budget-to-actual results, which can result in allocation changes if deemed appropriate. The following table provides information by reportable segment, including net sales, cost of products sold and gross profit (U.S. dollars in millions):
| Quarter ended | ||||||||||||||||||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | |||||||||||||||||||||||||||||||||||||
| Segments: | Net Sales | Cost of products sold | Gross Profit | Net Sales | Cost of products sold | Gross Profit | ||||||||||||||||||||||||||||||||
| Fresh and value-added products | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Banana | ||||||||||||||||||||||||||||||||||||||
| Other products and services | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Six months ended | ||||||||||||||||||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | |||||||||||||||||||||||||||||||||||||
| Segments: | Net Sales | Cost of products sold | Gross Profit | Net Sales | Cost of products sold | Gross Profit | ||||||||||||||||||||||||||||||||
| Fresh and value-added products | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Banana | ||||||||||||||||||||||||||||||||||||||
| Other products and services | ||||||||||||||||||||||||||||||||||||||
| Totals | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
18
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
The following table indicates our net sales by geographic region (U.S. dollars in millions):
| Quarter ended | Six months ended | ||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||
| Net sales by geographic region: | |||||||||||||||||||||||
| North America | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Middle East | |||||||||||||||||||||||
| Asia | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The following table indicates our net sales by product (U.S. dollars in millions) and, in each case, the percentage of the total represented thereby:
| Quarter ended | Six months ended | ||||||||||||||||||||||||||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Fresh and value-added products: | |||||||||||||||||||||||||||||||||||||||||||||||
| Fresh-cut fruit | $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||
| Fresh-cut vegetables | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Pineapples | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Avocados | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Non-tropical fruit | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Prepared foods | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Melons | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Vegetables | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Other fruit and vegetables | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Total fresh and value-added products | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Banana | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Other products and services | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Total | $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||
19
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
The following tables indicate our (i) property, plant, and equipment, net by location and (ii) total assets by location (U.S. dollars in millions):
| June 27, 2025 | December 27, 2024 | ||||||||||||||||
| Property, plant and equipment, net: | |||||||||||||||||
| North America | $ | $ | |||||||||||||||
| Europe | |||||||||||||||||
| Middle East | |||||||||||||||||
| Africa | |||||||||||||||||
| Asia | |||||||||||||||||
| Central America | |||||||||||||||||
| South America | |||||||||||||||||
| Maritime equipment (including containers) | |||||||||||||||||
| Corporate | |||||||||||||||||
| Total property, plant and equipment, net | $ | $ | |||||||||||||||
| June 27, 2025 | December 27, 2024 | ||||||||||
| Total assets: | |||||||||||
| North America | $ | $ | |||||||||
| Europe | |||||||||||
| Middle East | |||||||||||
| Africa | |||||||||||
| Asia | |||||||||||
| Central America | |||||||||||
| South America | |||||||||||
| Maritime equipment (including containers) | |||||||||||
| Corporate | |||||||||||
| Total assets | $ | $ | |||||||||
Management reviews assets on the basis of geographic region and not by reportable segment, which more closely aligns our capital investment with demand for our products. Costa Rica is our most significant sourcing location and represented approximately 38 % of our property, plant and equipment as of June 27, 2025. Excluding the U.S., no other country other than Costa Rica accounted for greater than 10
Total assets by geographic area represent those assets used in the operations of each geographic area.
14. Derivative Financial Instruments
Our derivative financial instruments reduce our exposure to fluctuations in foreign exchange rates and variable interest rates. We designate our derivative financial instruments as cash flow hedges.
Counterparties expose us to credit loss in the event of non-performance of hedges. We monitor our exposure to counterparty non-performance risk both at inception of the hedge and at least quarterly thereafter.
20
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
Fluctuations in the value of the derivative instruments are generally offset by changes in the cash flows of the underlying exposures being hedged. A cash flow hedge requires that the change in the fair value of a derivative instrument be recognized in other comprehensive income, a component of shareholders’ equity, and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item.
Certain of our derivative instruments contain provisions that require the current credit relationship between us and our counterparty to be maintained throughout the term of the derivative instruments. If that credit relationship changes, certain provisions could be triggered, and the counterparty could request immediate collateralization of derivative instruments in a net liability position above a certain threshold. The aggregate fair value of all derivative instruments with a credit-risk-related contingent feature that were in a liability position on June 27, 2025 was $9.7 million. As of June 27, 2025, no triggering event has occurred and thus we are not required to post collateral.
Derivative instruments are disclosed on a gross basis. There are various rights of setoff associated with our derivative instruments that are subject to an enforceable master netting arrangement or similar agreements. Although various rights of setoff and master netting arrangements or similar agreements may exist with the individual counterparties, individually, these financial rights are not material.
Cash flows from derivative instruments that are designated as cash flow hedges are classified in the same category as the cash flows from the underlying hedged items. In the event that hedge accounting is discontinued, cash flows related to changes in fair value subsequent to the date of discontinuance are classified within investing activities.
Foreign Currency Hedges
Our results of operations and financial condition are exposed to fluctuations in currency exchange rates against the U.S. dollar, and we may mitigate that exposure by entering into foreign currency forward or collar contracts. Certain of our subsidiaries periodically enter into foreign currency forward contracts in order to hedge portions of forecasted sales or cost of sales denominated in foreign currencies, which generally mature within one year. At June 27, 2025, our foreign currency forward contracts hedge a portion of our 2025 and 2026 foreign currency exposure.
The foreign currency forward contracts qualifying as cash flow hedges were designated as single-purpose cash flow hedges of forecasted cash flows.
We had the following outstanding foreign currency contracts as of June 27, 2025 (in millions):
| Foreign currency contracts qualifying as cash flow hedges: | Notional amount | |||||||||||||||||||||||||||||||||||||
| Euro | EUR | |||||||||||||||||||||||||||||||||||||
| British pound | GBP | |||||||||||||||||||||||||||||||||||||
| Japanese yen | JPY | |||||||||||||||||||||||||||||||||||||
| Costa Rican colon | CRC | |||||||||||||||||||||||||||||||||||||
| Chilean peso | CLP | |||||||||||||||||||||||||||||||||||||
| Kenyan shilling | KES | |||||||||||||||||||||||||||||||||||||
| Mexican peso | MXP | |||||||||||||||||||||||||||||||||||||
Interest Rate Contracts
Our results of operations and financial condition are exposed to fluctuations in variable interest rates, and we previously mitigated that exposure by entering into interest rate swaps. During 2018, we entered into interest rate swaps in order to hedge the risk of the fluctuation on future interest payments related to our variable rate LIBOR-based borrowings through 2028. We amended our Second A&R Credit Agreement and our interest rate swaps to transition from LIBOR to SOFR as a reference rate effective January 3, 2023.
In July 2024, we agreed to terminate our outstanding interest rate swap in exchange for $7.3 million in cash proceeds, net of fees of approximately $0.2 million. Based on our assessment that the originally hedged cash flows associated with our variable
21
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
rate borrowings remain probable, the proceeds received as a result of the termination of our outstanding interest rate swap agreement will remain in accumulated other comprehensive loss and be reclassified to earnings through interest expense over the remaining life of the hedged debt. At June 27, 2025, $3.8 million in accumulated other comprehensive loss related to the terminated interest rate swap, of which $1.7 million is expected to be reclassified to earnings through interest expense over the next twelve months.
The following table reflects the fair values of derivative instruments, which are designated as level 2 in the fair value hierarchy, as of June 27, 2025 and December 27, 2024 (U.S. dollars in millions):
Foreign exchange contracts (1) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance Sheet location: | June 27, 2025 | December 27, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Asset derivatives: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Prepaid expenses and other current assets | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total asset derivatives | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Liability derivatives: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total liability derivatives | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
(1) See Note 15, “Fair Value Measurements,” for fair value disclosures.
As of June 27, 2025, we expect that $5.2 million of the net fair value of our cash flow hedges recognized as a net loss in accumulated other comprehensive loss, inclusive of amounts associated with our interest rate swap terminated during the quarter ended June 28, 2024, will be transferred to earnings during the next 12 months, and the remaining net gain of $2.1 million over the following 3 years, along with the earnings effect of the related forecasted transactions.
The following table reflects the effect of derivative instruments on the Consolidated Statements of Comprehensive Income for the quarters and six months ended June 27, 2025 and June 28, 2024 (U.S. dollars in millions):
| | Net amount of gain (loss) recognized in other comprehensive income on derivatives | |||||||||||||||||||||||||
| Quarter ended | Six months ended | |||||||||||||||||||||||||
Derivative instruments | June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||||
| Foreign exchange contracts | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Interest rate swaps, net of tax | ( | ( | ( | |||||||||||||||||||||||
| Total | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
Refer to Note 16, “Accumulated Other Comprehensive Loss” for the effect of derivative instruments on the Consolidated Statements of Operations related to amounts reclassified from accumulated other comprehensive loss for the quarters and six months ended June 27, 2025 and June 28, 2024.
22
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
15. Fair Value Measurements
Fair Value of Derivative Instruments
Our derivative assets or liabilities include foreign exchange and interest rate derivatives that are measured at fair value using observable market inputs such as forward rates, interest rates, and our own credit risk as well as an evaluation of our counterparties' credit risks. We use an income approach to value our outstanding foreign currency and interest rate hedges, which consists of a discounted cash flow model that takes into account the present value of future cash flows under the terms of the contract using current market information as of the measurement date such as foreign currency spot rates, forward rates and interest rates. Additionally, we include an element of default risk based on observable inputs into the fair value calculation. Based on these inputs, the derivative assets or liabilities are classified within Level 2 of the valuation hierarchy.
The following table provides a summary of the fair values of our derivative financial instruments measured on a recurring basis (U.S. dollars in millions):
| Foreign currency forward contracts, net (liability) asset | |||||||||||||||||||||||||||||||||||
| June 27, 2025 | December 27, 2024 | ||||||||||||||||||||||||||||||||||
| Quoted prices in active markets for identical assets (Level 1) | $ | $ | |||||||||||||||||||||||||||||||||
| Significant observable inputs (Level 2) | ( | ||||||||||||||||||||||||||||||||||
| Significant unobservable inputs (Level 3) | |||||||||||||||||||||||||||||||||||
In estimating our fair value disclosures for financial instruments, we use the following methods and assumptions:
Cash and cash equivalents: The carrying amount reported in the Consolidated Balance Sheets for these items approximates fair value due to their liquid nature and are classified as Level 1.
Trade accounts receivable and other accounts receivable, net: The carrying value reported in the Consolidated Balance Sheets for these items is net of allowances, which includes a degree of counterparty non-performance risk and are classified as Level 2.
Accounts payable and other current liabilities: The carrying value reported in the Consolidated Balance Sheets for these items approximates their fair value, which is the likely amount for which the liability with short settlement periods would be transferred to a market participant with a similar credit standing as ours and are classified as Level 2.
Long-term debt: The carrying value of our long-term debt reported in the Consolidated Balance Sheets approximates their fair value since they bear interest at variable rates which contain an element of default risk. The fair value of our long-term debt is estimated using Level 2 inputs based on quoted prices for those or similar instruments. Refer to Note 9, “Debt and Finance Lease Obligations.”
Fair Value of Non-Financial Assets
The fair value of the banana reporting unit's goodwill and the prepared food reporting unit's goodwill and remaining trade names and trademarks are sensitive to differences between estimated and actual cash flows and changes in the related discount rate used to evaluate the fair value of these assets. We disclosed the sensitivity related to the banana reporting unit's goodwill and the prepared food reporting unit's goodwill and remaining trade names and trademarks in our notes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 27, 2024. Our current estimates of future cash flows depend on our ability to demonstrate successful implementation of our strategies to improve sales and profitability from these activities over the upcoming quarters. If we are unable to demonstrate successful implementation of these strategies, it could lead to impairment of some or all of these assets. In addition, certain definite-lived assets in the Philippines related to our banana segment, with a carrying value of $33.3 million as of June 27, 2025, are sensitive to changes in estimated cash flows. To the extent that future developments result in cash flows that are less than currently estimated levels, including as a result of an inability to successfully implement our strategies to improve sales and profitability of the related activities, it could lead to impairment of these assets.
23
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
Assets held for sale, which had a carrying amount of $11.8 million as of June 27, 2025, primarily consisted of $7.4 million related to idle farmland in Italy, $2.0 million related to facilities and farmland in Central America, $2.0 million related to two carrier vessels, and $0.4 million related to an office and facilities in Chile. These assets are recognized at the lower of cost or fair value less cost to sell.
16. Accumulated Other Comprehensive Loss
The following table includes the changes in accumulated other comprehensive loss by component (U.S. dollars in millions):
Changes in Accumulated Other Comprehensive Loss by Component (1) | |||||||||||||||||||||||
| Cash Flow Hedges | Foreign Currency Translation Adjustment | Retirement Benefit Adjustment | Total | ||||||||||||||||||||
| Six months ended June 27, 2025 | |||||||||||||||||||||||
| Balance at December 27, 2024 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive (loss) income before reclassifications | ( | (2) | ( | ||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | |||||||||||||||||||||||
| Net current period other comprehensive (loss) income | ( | ( | |||||||||||||||||||||
| Balance at June 27, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Six months ended June 28, 2024 | |||||||||||||||||||||||
| Balance at December 29, 2023 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) before reclassifications | (3) | ( | (2) | ( | |||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | ( | |||||||||||||||||||||
| Net current period other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||
| Balance at June 28, 2024 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
(1) All amounts are net of tax and noncontrolling interest.
(2) Includes a gain of $10.6 million and a loss of $4.2 million for the six months ended June 27, 2025 and six months ended June 28, 2024, respectively, on intra-entity foreign currency transactions that are of a long-term-investment nature.
(3) Includes a tax effect of $0.2 million for the six months ended June 28, 2024.
24
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
The following table includes details about amounts reclassified from accumulated other comprehensive loss by component (U.S. dollars in millions):
| Amount of (gain) loss reclassified from accumulated other comprehensive loss | ||||||||||||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | |||||||||||||||||||||||||||||||
| Details about accumulated other comprehensive loss components | Quarter ended | Six months ended | Quarter ended | Six months ended | Affected line item in the statement where net income is presented | |||||||||||||||||||||||||||
| Cash flow hedges: | ||||||||||||||||||||||||||||||||
| Designated as hedging instruments: | ||||||||||||||||||||||||||||||||
| Foreign currency cash flow hedges | $ | $ | $ | ( | $ | ( | Net sales | |||||||||||||||||||||||||
| Foreign currency cash flow hedges | ( | ( | Cost of products sold | |||||||||||||||||||||||||||||
| Interest rate swaps | ( | ( | ( | ( | Interest expense | |||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||
| Amortization of retirement benefits: | ||||||||||||||||||||||||||||||||
Actuarial losses | $ | $ | Other expense, net | |||||||||||||||||||||||||||||
| Curtailment and settlement losses | Other expense, net and Asset impairment and other charges, net | |||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||
17. Shareholders’ Equity
Our shareholders have authorized 50,000,000 0.01 none 200,000,000 0.01 47,974,946
On February 21, 2025, our Board of Directors approved a stock repurchase program ("the Stock Repurchase Program") of up to $150 million of our ordinary shares. During the six months ended June 27, 2025, we repurchased 253,850 shares for $7.6 million under the Stock Repurchase Program. The Stock Repurchase Program has no expiration date and will continue until otherwise modified or terminated by the Company's Board of Directors at any time in its sole discretion.
The below is a summary of the dividends paid per share during the six months ended June 27, 2025 and June 28, 2024. These dividends were declared and paid within the same fiscal quarter.
| Six months ended | ||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | |||||||||||||||||||
| Dividend Payment Date | Cash Dividend per Ordinary Share | Dividend Payment Date | Cash Dividend per Ordinary Share | |||||||||||||||||
| June 6, 2025 | $ | June 7, 2024 | $ | |||||||||||||||||
| March 28, 2025 | $ | March 29, 2024 | $ | |||||||||||||||||
We paid $28.8 million in dividends during the six months ended June 27, 2025 and $23.9 million in dividends during the six months ended June 28, 2024.
On July 29, 2025, our Board of Directors declared a quarterly cash dividend of thirty cents $(0.30 ) per share, payable on September 5, 2025, to shareholders of record on August 13, 2025.
25
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
We are one of the world’s leading vertically integrated producers, marketers and distributors of high-quality fresh and fresh-cut fruit and vegetables, as well as a leading producer and marketer of prepared fruit and vegetables, juices, beverages and snacks in Europe, Africa and the Middle East. We market our products worldwide under the Del Monte® brand, a symbol of product innovation, quality, freshness and reliability since 1892. Our major sales markets are organized as follows: North America, Europe, the Middle East (which includes North Africa) and Asia. Our global sourcing and logistics system allows us to provide regular delivery of consistently high-quality produce and value-added services to our customers. Our major production operations are located in North, Central and South America, Asia and Africa.
Our business is comprised of three reportable segments, two of which represent our primary businesses of fresh and value-added products and banana, and one that represents our other ancillary businesses.
•Fresh and value-added products - includes pineapples, fresh-cut fruit, fresh-cut vegetables (which includes fresh-cut salads), melons, vegetables, non-tropical fruit (including grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries, and kiwis), other fruit and vegetables, avocados, and prepared foods (including prepared fruit and vegetables, juices, other beverages, and meals and snacks).
•Banana
•Other products and services - includes our third-party freight and logistic services business, our Jordanian poultry and meats business and our biomass initiatives.
Our vision is to inspire healthy lifestyles through wholesome and convenient products. Our strategy is founded on six goals:
Current Macroeconomic Environment
We continue to actively monitor macroeconomic trends and geopolitical pressures around the world including, among others, the conflicts in the Middle East and other regional or global military conflicts. As a result of these conflicts, shipping disruptions in the Red Sea and surrounding waterways have created logistical pressures that have negatively impacted our business, including impacts to the availability of certain shipping routes resulting in increased shipping times. While we have taken actions to divert our shipping routes in order to minimize impacts on our business, we may not be able to mitigate the impact of additional write-offs, higher shipping rates, or longer shipping routes on our operations if conditions in the regions surrounding the Red Sea deteriorate.
26
During the first half of 2025, the U.S. government has signaled or announced numerous changes to its trade policy, including changes to existing trade agreements and the use of tariffs to enforce trade policy. The tariffs impact various jurisdictions we sell into and from which we purchase or source, including Costa Rica, Guatemala and Ecuador where we source the majority of our products sold into the United States. These tariffs currently exempt imports that are compliant with the United States-Mexico-Canada ("USMCA") trading agreement, which includes a wide range of fresh fruit and vegetables. However, these trade policies are subject to change with limited or no advance notice to the Company. As a result, it is uncertain what, if any, impact tariffs or other trade policy may have on products we source or partially source from Mexico, which makes up approximately 10% of our North American net sales.
The recently announced tariffs have and will continue to significantly increase our cost of products sold. During the six months ended June 27, 2025, we incurred additional costs related to tariff charges placed on products sold into the United States which we were able to mostly mitigate through increased selling prices to our North American customers implemented during the second quarter of 2025. If we are unable to successfully sustain our increased selling prices to our customers, institute new increases for incremental tariffs, or if increased selling prices significantly impact consumer demand, we expect the impact to our gross profit for the remainder of 2025 to be material. The actual impact of the announced tariffs on our business is subject to a number of factors including the duration of such tariffs, changes to the countries included in the scope of tariffs in the future, changes to amounts, potential retaliatory tariffs imposed by other countries, and other variables.
We continue to evaluate the evolving macroeconomic environment, including region-specific matters, to take action to mitigate the impact on our business and financial condition.
Income Taxes
In connection with the examination of the tax returns in three foreign jurisdictions, the taxing authorities have issued income tax deficiencies related to transfer pricing aggregating approximately $237.2 million (including interest and penalties) for tax years 2012 through 2021. We strongly disagree with the proposed adjustments and have filed a protest with each of the taxing authorities.
In one foreign jurisdiction, we are currently contesting tax assessments related to the 2012-2015 audit years and the 2016 audit year in both the administrative court and the judicial court. During 2019 and 2020, we filed actions contesting the tax assessment in the administrative office. Our initial challenge to each of these tax assessments was rejected, and we subsequently lost our appeals at the administrative court. We have subsequently filed actions to contest each of these tax assessments in the country’s judicial courts. In addition, we have filed a request for injunction to the judicial court to stay the tax authorities' collection efforts for these two tax assessments, pending final judicial decisions. The court granted our injunction with respect to the 2016 audit year, however denied our injunction with respect to the 2012-2015 audit years. We timely appealed the denial of the injunction, and on August 10, 2022 the appellate court overturned the denial and granted our injunction for the 2012-2015 audit years with a trial date set for July 4, 2025. During June 2025, we were notified of the hearing being suspended until further notice due to a pending constitutional remedy affecting a rule included in the arguments. Pursuant to local law, we registered real estate collateral with an approximate fair market value of $7.2 million in connection with the grant of the 2016 audit year injunction. This real estate collateral has a net book value of $3.8 million as of the quarter ended June 27, 2025. In addition, in connection with the grant of the 2012-2015 audit year injunction, we registered real estate collateral with an approximate fair market value of $30.2 million, and a net book value of $4.6 million as of the quarter ended June 27, 2025. The registration of this real estate collateral does not affect our operations in the country.
In the second foreign jurisdiction, the administrative court denied our appeal, and on March 4, 2020 we filed an action in the judicial court to contest the administrative court's decision. The case is still pending.
In the third foreign jurisdiction, we received tax assessments related to 2018-2021 audit years. We have filed objections contesting these assessments.
27
We will continue to vigorously contest the adjustments and intend to exhaust all administrative and judicial remedies necessary in both jurisdictions to resolve the matters, which could be a lengthy process.
We regularly assess the likelihood of adverse outcomes resulting from examinations such as these to determine the adequacy of our tax reserves. Accordingly, we have not accrued any additional amounts based upon the proposed adjustments. There can be no assurance that these matters will be resolved in our favor, and an adverse outcome of either matter, or any future tax examinations involving similar assertions, could have a material effect on our financial condition, results of operations and cash flows.
Additionally, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (OECD) Pillar Two Framework. Pursuant to the implementation dates prescribed in the Directive, the rules became effective for the Company for the 2025 fiscal year. A significant number of other countries are expected to also implement similar legislation with varying effective dates in the future. To date, the Company has determined that there is an immaterial global minimum tax liability as a result of Pillar Two, as certain jurisdictions have satisfied the safe harbor test to mitigate any minimum tax under Pillar Two. The Company continues to monitor its jurisdictions for any changes and include any appropriate minimum tax throughout the fiscal year.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are currently assessing its impact on our consolidated financial statements.
RESULTS OF OPERATIONS
Consolidated Financial Results
The following summarizes the more significant factors impacting our operating results for the 13-week periods and 26-week periods ended June 27, 2025 (also referred to as the “second quarter of 2025” and "first six months of 2025", respectively) and June 28, 2024 (also referred to as the “second quarter of 2024” and "first six months of 2024").
| Quarter ended | Six months ended | ||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | June 27, 2025 | June 28, 2024 | ||||||||||||||||||||
| Net sales | $ | 1,182.5 | $ | 1,139.7 | $ | 2,280.8 | $ | 2,247.5 | |||||||||||||||
| Gross profit | 120.1 | 113.2 | 212.2 | 195.4 | |||||||||||||||||||
| Selling, general and administrative expenses | 51.3 | 49.9 | 99.3 | 100.5 | |||||||||||||||||||
| Operating income | 68.3 | 68.2 | 113.2 | 112.2 | |||||||||||||||||||
Net sales - Net sales for the second quarter of 2025 were $1,182.5 million, compared with $1,139.7 million in the second quarter of 2024, and $2,280.8 million for the first six months of 2025 compared with $2,247.5 million for the first six months of 2024. The increase in both periods was primarily driven by higher net sales in our fresh and value-added products segment driven by higher per unit selling prices and the favorable impact of fluctuations in exchange rates, primarily related to the Japanese yen and British pound. The increase in net sales during the second quarter of 2025 was also driven by higher net sales in our banana segment driven by higher per unit selling prices and the favorable impact of fluctuations in exchange rates related to the Euro. In both periods, the higher per unit selling prices were impacted by tariff-related price adjustments in North America.
Gross profit - Gross profit for the second quarter of 2025 was $120.1 million, compared with $113.2 million in the second quarter of 2024, and $212.2 million for the first six months of 2025 compared with $195.4 million for the first six months of 2024. The increase in gross profit for both periods was primarily driven by higher net sales in our fresh and value-added products segment. The increase was partially offset by higher per unit production and procurement costs in addition to higher distribution costs, inclusive of the impact of tariff-related charges in North America.
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Gross profit for the second quarter of 2024 included $1.2 million of other product-related charges primarily related to shipment disruptions in the Red Sea and clean-up costs associated with the flooding of a seasonal production facility in Greece during 2023. For the first six months of 2024, gross profit included other product-related charges of $0.2 million, primarily related to the above mentioned charges and $1.2 million of severance charges from the outsourcing of certain functions of our fresh and value-added operations, partially offset by $2.2 million related to insurance recoveries associated with the flooding in Greece. No other product-related charges were recorded during the second quarter or first six months of 2025.
Selling, general and administrative expenses - Selling, general and administrative expenses for the second quarter of 2025 increased by $1.4 million when compared with the second quarter of 2024, and decreased by $1.2 million in the first six months of 2025 when compared with the first six months of 2024. The increase in the quarter was primarily due to an administrative charge incurred associated with the restructuring of certain loans and higher share-based compensation expense. For the first six months of 2025, the decrease was primarily due to lower professional fees and promotional activities in North America compared to the prior-year period, partially offset by the increases noted in the second quarter of 2025.
Gain on disposal of property, plant and equipment, net - For the first six months of 2025, gain on disposal of property, plant and equipment, net of $0.9 million primarily consisted of the sale of idle land in Guatemala. No significant disposals of property, plant and equipment occurred during the second quarter of 2025.
The gain on disposal of property, plant and equipment, net for the second quarter of 2024 of $3.6 million primarily consisted of the sale of a warehouse in Europe. For the first six months of 2024, gain on disposal of property, plant, and equipment, net of $18.3 million also included a $14.7 million gain on the sale of two idle facilities in South America.
Asset impairment and other charges (credits), net - Asset impairment and other charges (credits), net of $0.6 million for the second quarter and first six months of 2025 primarily consisted of impairment charges related to a leased farm in Chile. Asset impairment and other charges (credits), net of $(1.3) million in the second quarter of 2024 primarily consisted of an insurance reimbursement related to fire damages at a warehouse in South America during 2023, partially offset by impairment charges of banana-related fixed assets in the Philippines. For the first six months of 2024, asset impairment and other charges (credits), net of $1.0 million also included accruals related to (i) a settlement agreement with respect to a litigation matter by a former employee, net of insurance reimbursements and (ii) a reserve recorded due to a contingency matter arising from our third-party logistics operations.
Operating income - Operating income increased by $0.1 million in the second quarter of 2025 and increased by $1.0 million in the first six months of 2025 when compared with the prior-year periods. The increase in operating income was primarily driven higher gross profit, partially offset by a lower gain on disposal of property, plant and equipment, net in the current year period.
Interest expense - Interest expense decreased by $2.0 million in the second quarter of 2025 and decreased by $3.7 million in the first six months of 2025 when compared with the prior-year period due to lower average debt balances.
Other (income) expense, net - Other (income) expense, net for the second quarter of 2025 was a gain of $6.2 million compared with a gain of $2.3 million in the second quarter of 2024. Other (income) expense, net for the first six months of 2025 was a gain of $3.4 million compared with a loss of $5.4 million for the first six months of 2024. The change for the second quarter of 2025 was primarily due to the equity earnings of unconsolidated companies within the food and nutrition sector. For the first six months of 2025, the change also included the effects of lower foreign currency losses as compared to the prior-year period.
Income tax provision - Income tax provision increased to $14.1 million for the second quarter of 2025 compared with $12.3 million for the second quarter of 2024. Income tax provision increased to $21.0 million for the first six months of 2025 compared with $17.6 million for the first six months of 2024. The increase is primarily due to increased earnings in certain higher tax jurisdictions.
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Financial Results by Segment
The following table presents net sales and gross profit by segment (U.S. dollars in millions), and in each case, the percentage of the total represented thereby and gross margin percentage:
| Quarter ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment | Net Sales | Gross Profit | Gross Margin | Net Sales | Gross Profit | Gross Margin | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fresh and value-added products | $ | 722.6 | 61 | % | $ | 84.9 | 71 | % | 11.7 | % | $ | 694.1 | 61 | % | $ | 77.9 | 69 | % | 11.2 | % | |||||||||||||||||||||||||||||||||||||||
| Banana | 410.0 | 35 | % | 30.0 | 25 | % | 7.3 | % | 394.3 | 35 | % | 29.8 | 26 | % | 7.6 | % | |||||||||||||||||||||||||||||||||||||||||||
| Other products and services | 49.9 | 4 | % | 5.2 | 4 | % | 10.4 | % | 51.3 | 4 | % | 5.5 | 5 | % | 10.7 | % | |||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 1,182.5 | 100 | % | $ | 120.1 | 100 | % | 10.2 | % | $ | 1,139.7 | 100 | % | $ | 113.2 | 100 | % | 9.9 | % | |||||||||||||||||||||||||||||||||||||||
| Six months ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| June 27, 2025 | June 28, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Sales | Gross Profit | Gross Margin | Net Sales | Gross Profit | Gross Margin | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fresh and value-added products | $ | 1,405.7 | 62 | % | $ | 154.1 | 73 | % | 11.0 | % | $ | 1,370.8 | 61 | % | $ | 133.9 | 69 | % | 9.8 | % | |||||||||||||||||||||||||||||||||||||||
| Banana | 773.7 | 34 | % | 46.8 | 22 | % | 6.0 | % | 773.8 | 34 | % | 51.5 | 26 | % | 6.7 | % | |||||||||||||||||||||||||||||||||||||||||||
| Other products and services | 101.4 | 4 | % | 11.3 | 5 | % | 11.1 | % | 102.9 | 5 | % | 10.0 | 5 | % | 9.7 | % | |||||||||||||||||||||||||||||||||||||||||||
| Totals | $ | 2,280.8 | 100 | % | $ | 212.2 | 100 | % | 9.3 | % | $ | 2,247.5 | 100 | % | $ | 195.4 | 100 | % | 8.7 | % | |||||||||||||||||||||||||||||||||||||||
Second Quarter of 2025 Compared with Second Quarter of 2024
Fresh and value-added products
Net sales for the second quarter of 2025 were $722.6 million, compared with $694.1 million in the prior-year period. The increase in net sales was primarily a result of higher per unit selling prices of pineapple, higher sales volume and per unit selling prices of fresh-cut fruits due to strong market demand, the favorable impact of fluctuations in exchange rates, primarily related to the British pound, Euro and Japanese yen, and tariff-related price adjustments in North America. These increases were partially offset by lower net sales of fresh-cut vegetables and vegetables due to strategic operational reductions during the fourth quarter of 2024, including the sale of certain assets of Fresh Leaf Farms.
Gross profit for the second quarter of 2025 was $84.9 million, compared with $77.9 million in the prior-year period. The increase in gross profit was primarily driven by higher net sales, partially offset by higher per unit production and procurement costs and increased distribution costs, inclusive of the impact of tariff-related charges in North America.
Gross profit for the second quarter of 2024 included $1.2 million of other product-related charges related to shipment disruptions in the Red Sea and clean-up costs associated with the flooding of a seasonal production facility in Greece during 2023. Gross margin increased to 11.7% from 11.2% in the prior-year period.
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Banana
Net sales for the second quarter of 2025 were $410.0 million, compared with $394.3 million in the prior-year period. The increase in net sales was primarily a result of higher per unit selling prices across all of the Company's regions, combined with the favorable impact of fluctuations in exchange rates, primarily related to the Euro, and tariff-related price adjustments in North America. Additionally, sales volume increased in the Middle East, reflecting a recovery from the prior-year shipment disruptions caused by the Red Sea conflict. These increases were partially offset by lower sales volume in Asia due to lower supply and an excess of local seasonal fruits in the market which resulted in reduced demand and lower sales volume in North America due to adverse weather in production areas.
Gross profit for the second quarter of 2025 was $30.0 million, compared with $29.8 million in the prior-year period. The slight increase in gross profit reflects the benefit of higher net sales, mostly offset by higher per unit production and procurement costs due to adverse weather conditions in our growing regions and higher distribution costs, inclusive of the impact of tariff-related charges in North America. Gross margin decreased to 7.3% from 7.6% in the prior-year period.
Other products and services
Net sales for the second quarter of 2025 were $49.9 million compared with $51.3 million in the prior-year period. The decrease in net sales was primarily due to lower net sales in our poultry and meats business due to lower per unit selling prices.
Gross profit was $5.2 million for the second quarter of 2025, compared with $5.5 million in the prior-year period. The decrease in gross profit was primarily a result of lower net sales in our poultry and meats business. Gross margin decreased to 10.4% from 10.7% in the prior-year period.
First Six Months of 2025 Compared with First Six Months of 2024
Fresh and value-added products
Net sales for the first six months of 2025 were $1,405.7 million, compared with $1,370.8 million in the prior-year period. The increase in net sales was primarily a result of higher sales volume and per unit selling prices of fresh-cut fruit and higher per unit selling prices of avocados and pineapple due to strong market demand and tariff-related price adjustments in North America. These increases were partially offset by lower net sales of fresh-cut vegetables and vegetables due to strategic operational reductions during the fourth quarter of 2024, including the sale of certain assets of Fresh Leaf Farms.
Gross profit for the first six months of 2025 was $154.1 million, compared with $133.9 million in the prior-year period. The increase in gross profit was primarily driven by higher net sales, partially offset by higher per unit production and procurement costs, driven by higher procurement costs of avocados, and higher distribution costs, inclusive of the impact of tariff-related charges in North America.
Gross profit for the first six months of 2024 included $0.2 million of other product-related charges comprised primarily of $1.2 million of severance charges from the outsourcing of certain functions of our fresh and value-added operations and $0.5 million of charges related to shipment disruptions in the Red Sea, partially offset by $1.6 million of insurance recoveries, net of expenses, associated with damages tied to the flooding of a seasonal production facility in Greece during 2023. Gross margin increased to 11.0% compared with 9.8% in the prior-year period.
Banana
Net sales for the first six months of 2025 were $773.7 million, compared with $773.8 million in the prior-year period. The slight decrease in net sales was primarily a result of lower sales volume in North America due to lower industry supply and weather-related logistic disruptions combined with lower sales volume in Asia due to reduced supply and lower per unit selling prices driven by an excess of local seasonal fruits in the market which resulted in reduced demand. These decreases were mostly offset by higher per unit selling prices in Europe due increased demand, higher sales volume in the Middle East due to the prior-year period being impacted by shipment disruptions as a result of the Red Sea conflict, and tariff-related price adjustments in North America.
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Gross profit for the first six months of 2025 was $46.8 million, compared with $51.5 million in the prior-year period. The decrease in gross profit was primarily a result of higher per unit production and procurement costs due to adverse weather conditions in our growing regions and higher distribution costs, inclusive of the impact of tariff-related charges in North America. Gross margin decreased to 6.0% compared with 6.7% in the prior-year period.
Other products and services
Net sales for the first six months of 2025 were $101.4 million, relatively in line with net sales of $102.9 million in the prior-year period.
Gross profit for the first six months of 2025 was $11.3 million compared with $10.0 million in the prior-year period. The increase in gross profit was primarily a result of higher per unit selling prices in our poultry and meats business. Gross margin increased to 11.1% from 9.7% in the prior-year period.
Liquidity and Capital Resources
Fresh Del Monte Produce Inc. is a holding company whose only significant asset is the outstanding capital stock of our subsidiaries that directly or indirectly own all of our assets. We conduct all of our business operations through our subsidiaries. Accordingly, as of June 27, 2025, our principal sources of liquidity were (i) cash generated from operations of our subsidiaries, (ii) our combined $796 million of credit facilities, including $750 million associated with our amended senior unsecured revolving credit facility, with an available capacity of approximately $577 million and (iii) existing cash and cash equivalents of $85.5 million. The loan commitments under our credit facilities can be used for working capital or other general corporate purposes. On a long-term basis, we will continue to rely on our credit facilities for any long-term funding not provided by cash generated from operations of our subsidiaries.
Our principal uses of liquidity are paying the costs associated with our operations, paying dividends, and making capital expenditures to increase our productivity and expand our product offerings and geographic reach. We may also, from time to time, prepay outstanding indebtedness on our credit facility, repurchase and retire ordinary shares of our common stock, or make investments in businesses that we believe are complementary to our operations and long-term strategy.
On February 21, 2025, our Board of Directors approved a stock repurchase program ("Stock Repurchase Program") of up to $150 million of our ordinary shares. During the first six months of 2025, we repurchased 253,850 shares for $7.6 million under the Stock Repurchase Program. No shares were repurchased during the second quarter of 2025. The Stock Repurchase Program has no expiration date and will continue until otherwise modified or terminated by the Company's Board of Directors at any time in its sole discretion.
A summary of our cash flows is as follows (U.S. dollars in millions):
| Six months ended | |||||||||||
| June 27, 2025 | June 28, 2024 | ||||||||||
| Summary cash flow information: | |||||||||||
| Net cash provided by operating activities | $ | 159.2 | $ | 143.7 | |||||||
| Net cash (used in) provided by investing activities | (24.4) | 1.6 | |||||||||
| Net cash used in financing activities | (81.2) | (144.3) | |||||||||
| Effect of exchange rate changes on cash | (0.7) | 3.0 | |||||||||
| Net increase in cash and cash equivalents | 52.9 | 4.0 | |||||||||
| Cash and cash equivalents, beginning | 32.6 | 33.8 | |||||||||
| Cash and cash equivalents, ending | $ | 85.5 | $ | 37.8 | |||||||
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Operating Activities
Net cash provided by operating activities was $159.2 million for the six months ended June 27, 2025 compared with $143.7 million for the six months ended June 28, 2024, an increase of $15.5 million. The increase was primarily attributable to (i) higher net income during the six months ended June 27, 2025 compared to the prior year period and (ii) the working capital fluctuations, primarily driven by higher levels of accounts payable and accrued expenses, mainly as a result of the timing of period end payments to suppliers. The increase was partially offset by increased inventory levels at June 27, 2025 compared to the prior year period.
At June 27, 2025, we had working capital of $614.6 million, compared with $599.8 million at December 27, 2024, an increase of $14.8 million. The increase in working capital was primarily due to higher levels of cash and cash equivalents and accounts receivable. Partially offsetting the increase in working capital were lower levels of inventory due to seasonality and higher levels of accounts payable and accrued expenses due to timing of payments near period end.
Investing Activities
Net cash used in investing activities for the six months ended June 27, 2025 was $24.4 million, compared with net cash provided by investing activities of $1.6 million for the six months ended June 28, 2024. Net cash used in investing activities for the six months ended June 27, 2025 primarily consisted of capital expenditures of $21.6 million which mainly included expenditures related to (i) improvements to our banana and pineapple operations in Central America and (ii) investments in our operations and production facilities in North America benefiting both our fresh and value-added products and banana segments, and (iii) improvements to our pineapple operations in Kenya. Net cash used in investing activities for the six months ended June 27, 2025 also included $7.5 million in investments in unconsolidated companies in the food and nutrition sector that align with our long-term strategy and vision. Partially offsetting the net cash used in investing activities for the six months ended June 27, 2025 were proceeds from the sale of property, plant and equipment of $3.5 million which mainly related to the sale of idle land in Guatemala.
Net cash provided by investing activities for the six months ended June 28, 2024 primarily consisted of proceeds from the sale of property, plant and equipment of $21.1 million which mainly related to the sale of two facilities in South America installment payments received from the sale of our plastics business subsidiary in South America during 2023, and insurance recoveries received for damage to property, plant and equipment of $5.7 million primarily associated with damages tied to the flooding of a seasonal production facility in Greece during 2023, partially offset by $4.5 million of investments in unconsolidated companies in the food and nutrition sector that align with our long-term strategy and vision.
Financing Activities
Net cash used in financing activities for the six months ended June 27, 2025 was $81.2 million, compared with $144.3 million for the six months ended June 28, 2024. Net cash used in financing activities for the six months ended June 27, 2025 primarily consisted of net repayments on debt of $43.1 million, dividends paid of $28.8 million and the repurchase and retirement of ordinary shares of $7.6 million as part of our stock repurchase program announced in February 2025.
Net cash used in financing activities for the first six months of 2024 primarily consisted of net repayments on debt of $115.0 million and dividends paid of $23.9 million.
Debt Instruments and Debt Service Requirements
On February 21, 2024, we entered into Amendment No. 2 to the Second Amended and Restated Credit Agreement (the "2024 Amended Credit Facility") with Bank of America, N.A. as administrative agent and BofA Securities, Inc. as sole lead arranger and sole bookrunner and certain other lenders. The 2024 Amended Credit Facility provides for a five-year, $0.75 billion syndicated senior unsecured revolving credit facility maturing on February 21, 2029. Amounts borrowed under the revolving credit facility accrue interest at a rate equal to the Term SOFR rate plus a margin that ranges from 1.0% to 1.625% based on our Consolidated Leverage Ratio (as defined in the 2024 Amended Credit Facility). The 2024 Amended Credit Facility also permits, under certain conditions, $200 million of Permitted Receivables Financing (as defined in the 2024 Amended Credit Facility). In addition, we pay a fee on unused commitments at a rate equal to 0.150% to 0.250% based on our Consolidated Leverage Ratio. We intend to use funds borrowed under the Amended Revolving Credit Facility from time to time for general corporate purposes, working capital, capital expenditures and other permitted investment opportunities.
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The 2024 Amended Credit Facility provides for an accordion feature that permits us, without the consent of the other lenders, to request that one or more lenders provide us with increases in revolving credit facility or term loans up to an aggregate of $300 million (“Incremental Increases”). The aggregate amount of Incremental Increases can be further increased to the extent that after giving effect to the proposed increase in revolving credit facility commitments or term loans our Consolidated Leverage Ratio, on a pro forma basis, would not exceed 2.75 to 1.00. Our ability to request such increases or term loans is subject to our compliance with customary conditions set forth in the 2024 Amended Credit Facility including compliance, on a pro forma basis, with certain financial covenants and ratios. Upon our request, each lender may decide, in its sole discretion, whether to increase all or a portion of its revolving credit facility commitment or provide term loans.
The 2024 Amended Credit Facility contains similar financial covenants to those included within the Second A&R Credit Agreement. Specifically, it requires us to maintain 1) a Consolidated Leverage Ratio of not more than 3.75 to 1.00 at any time during any period of four consecutive fiscal quarters, subject to certain exceptions and 2) minimum Consolidated Interest Coverage Ratio of not less than 2.25 to 1.00 as of the end of any fiscal quarter. Additionally, it requires us to comply with certain other covenants, including limitations on capital investments, the amount of dividends that can be paid in the future, the amounts and types of liens and indebtedness, material asset sales, and mergers. Under the 2024 Amended Credit Facility, we are permitted to declare or pay cash dividends in any fiscal year up to an amount that does not exceed the greater of (i) an amount equal to (1) the greater of (A) 50% of the Consolidated Net Income (as defined in the 2024 Amended Credit Facility) for the immediately preceding fiscal year or (B) $25 million (the "Base Dividend Basket") plus (2) commencing in the fiscal year ending December 26, 2025 any portion of the Base Dividend Basket not used in the immediately preceding fiscal year, or (ii) the greatest amount which would not cause the Consolidated Leverage Ratio (determined on a pro forma basis as of the date of declaration or payment) to exceed 3.50 to 1.00. It also provides an allowance for stock repurchases to be an amount not exceeding the greater of (i) (A) $50,000,000 (the "Base Redemption Basket") plus (B) commencing in the fiscal year ending December 26, 2025, any portion of the Base Redemption Basket not used in the immediately preceding fiscal year or (ii) the greatest amount which would not cause the Consolidated Leverage Ratio (determined on a pro forma basis as of the date of such repurchase) to exceed 3.50 to 1.00. As of June 27, 2025, we were in compliance with all the covenants contained in the 2024 Amended Credit Facility.
In addition to the indebtedness under our 2024 Amended Credit Facility, our material cash requirements include contractual obligations from other working capital facilities and lease obligations. Refer to Note 8. "Debt and Finance Lease Obligations" of the accompanying unaudited consolidated financial statements for more information regarding these material cash requirements.
As of June 27, 2025, we had $577.2 million unused borrowing capacity, net of letters of credit and guarantees, primarily under the 2024 Amended Credit Facility.
We believe that our cash on hand, borrowing capacity available under our 2024 Amended Credit Facility, and cash flows from operations for the next twelve months will be sufficient to meet our cash requirements and service our outstanding debt during the next twelve months. However, we cannot predict whether future developments associated with the current economic environment will materially adversely affect our long-term liquidity position. Our liquidity assumptions, the adequacy of our available funding sources, and our ability to meet our 2024 Amended Credit Facility covenants are dependent on many additional factors, including those set forth in “Item 1A. Risk Factors” of our Form 10-K for the year ended December 27, 2024.
Stock Repurchase Program
On February 21, 2025, our Board of Directors approved a stock repurchase program ("Stock Repurchase Program") of up to $150 million of our ordinary shares. During the six months ended June 27, 2025, we repurchased approximately 254,000 shares for $7.6 million under the Stock Repurchase Program. The Stock Repurchase Program has no expiration date and will continue until otherwise modified or terminated by the Company's Board of Directors at any time in its sole discretion.
Contractual Obligations
As of June 27, 2025, there were no material changes in our commitments or contractual obligations as compared to those disclosed in our Annual Report on Form 10-K for the year ended December 27, 2024.
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Critical Accounting Policies and Estimates
A discussion of our critical accounting policies and estimates can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-K for the fiscal year ended December 27, 2024. There were no material changes to these critical accounting policies or estimates during the second quarter of 2025.
Fair Value Measurements
Our results of operations and financial condition are exposed to fluctuations in currency exchange rates against the U.S. dollar, and we mitigate that exposure by entering into foreign currency forward contracts. Certain of our subsidiaries periodically enter into foreign currency forward contracts in order to hedge portions of forecasted sales or cost of sales denominated in foreign currencies which generally expire within one year. The fair value of our foreign currency cash flow hedges was a net liability position of $6.9 million as of June 27, 2025 compared to a net asset position of $0.3 million as of December 27, 2024 due to the relative weakening of exchange rates when compared to contracted rates and additional foreign currency cash flow hedges entered into during the six months ended June 27, 2025.
We are exposed to fluctuations in variable interest rates on our results of operations and financial condition, and we mitigate that exposure by entering into interest rate swaps from time to time. During 2018, we entered into interest rate swaps in order to hedge the risk of the fluctuation on future interest payments related to a portion of our variable rate borrowings through 2028. On July 19, 2024, we agreed to terminate our outstanding interest rate swap agreement in exchange for $7.3 million, net of fees of $0.2 million. Based on our assessment that the originally hedged cash flows associated with our variable rate borrowings remain probable, the proceeds received as a result of the termination of our outstanding interest rate swap agreement will remain in accumulated other comprehensive loss and be reclassified to earnings through interest expense over the remaining life of the hedged debt. At June 27, 2025, $3.8 million remained in accumulated other comprehensive loss related to the terminated interest rate swap, of which $1.7 million is expected to be reclassified to earnings through interest expense over the next twelve months.
We enter into derivative instruments with counterparties that are highly rated and do not expect a deterioration of our counterparty’s credit ratings; however, the deterioration of our counterparty’s credit ratings would affect the Consolidated Financial Statements in the recognition of the fair value of the hedges that would be transferred to earnings as the contracts settle. We expect that $5.2 million of the net fair value of our cash flow hedges recognized as a net loss in accumulated other comprehensive loss, inclusive of amounts associated with our interest rate swap terminated during the quarter ended June 28, 2024, will be transferred to earnings during the next 12 months, and the remaining net gain of $2.1 million over the following 3 years, along with the earnings effect of the related forecasted transactions
The fair value of the banana reporting unit's goodwill and the prepared food reporting unit's goodwill and remaining trade names and trademarks are sensitive to differences between estimated and actual cash flows and changes in the related discount rate used to evaluate the fair value of these assets. We disclosed the sensitivity related to the banana reporting unit's goodwill and the prepared food reporting unit's goodwill and trade names and trademarks in our Annual Report on Form 10-K for the year ended December 27, 2024. During the quarter ended June 27, 2025, we did not record impairment charges associated with these reporting units or trade names and trademarks, however we continue to monitor their performance.
Potential impairment exists if the fair value of a reporting unit to which goodwill has been allocated is less than the carrying value of the reporting unit. Future changes in the estimates used to conduct our impairment review, including our financial projections and changes in the discount rates used, could cause the analysis to indicate that our goodwill or trade names and trademarks are impaired in subsequent periods and result in a write-off of a portion or all of goodwill or trade names and trademarks. In addition, certain definite-lived assets in the Philippines related to our banana segment, with a carrying value of $33.3 million as of June 27, 2025, are sensitive to changes in estimated cash flows. To the extent that future developments result in cash flows that are less than currently estimated levels, including as a result of an inability to successfully implement our strategies to improve sales and profitability of the related activities, it could lead to impairment of these assets.
In recent months, the U.S. government has signaled and implemented changes to its trade policy, including the imposition of tariffs on certain countries with which the U.S. trades. These changes have resulted in volatility in the United States equity and bond markets. We cannot predict whether future developments associated with the announced tariffs, including the resulting volatility and reciprocal or retaliatory tariffs, will result in changes to our projected cash flows or discount rates used that lead to impairment of our goodwill or prepared foods trade names and trademarks.
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New Accounting Pronouncements
Refer to Note 2. “Recently Issued Accounting Pronouncements” of the accompanying unaudited consolidated financial statements for a discussion of recent accounting pronouncements.
Seasonality
Interim results are subject to significant variations and may not be indicative of the results of operations that may be expected for an entire fiscal year. Due to seasonal sales price fluctuations, we have historically realized a greater portion of our net sales and gross profit during the first two quarters of the year. The sales price of any fresh produce item fluctuates throughout the year due to the supply of and demand for that particular item, as well as the pricing and availability of other fresh produce items, many of which are seasonal in nature. Information about the seasonality of our results is included under the caption “Seasonality” provided in Item 1. Business, of our Annual Report on Form 10-K for the year ended December 27, 2024.
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Forward-Looking Statements
This quarterly report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically, this quarterly report contains forward-looking statements regarding:
•our expectations regarding future financial and operational performance;
•our expectations regarding the impact of tariffs and other governmental trade restrictions on our business;
•our intentions regarding the use of borrowed funds;
•our expectations regarding share repurchases;
•our expectations regarding the impact of storms on our business and our ability to recover insurance proceeds, if any;
•our expectations regarding the impact on our business operations of any geopolitical conflicts, including shipping disruptions as a result of the Red Sea conflict;
•our expectations regarding continued inflationary pressures, our ability to mitigate such pressures through pricing, and the impacts to our operating results;
•our expectations regarding market conditions, volatility and seasonality, and their impact on our operating results;
•our beliefs related to the sufficiency of our capital resources, including that our cash on hand, capacity under our 2024 Amended Credit Facility and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months;
•our expectations regarding our derivative instruments, including our counterparties’ credit ratings and the anticipated impacts on our financials;
•our expectations and estimates regarding certain legal, tax and accounting matters, including our litigation strategy, plans and beliefs regarding the ultimate outcome of income tax adjustments assessed by foreign taxing authorities;
•our expectations regarding the potential impact of pending legislation and any impact that may have on our financial condition, results of operations and cash flows;
•our expectations concerning the fair value of hedges, including the timing and impact to our results;
•our expectations regarding estimated liabilities related to environmental cleanup; and
•our plans and future performance.
These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. These various factors include, but are not limited to, the following:
•the impact of inflationary pressures on raw materials and other costs, as well as the impact on increased costs for many of our products;
•the impact of tariffs and other governmental trade restrictions;
•our exposure to political, economic and other risks from operating a multinational business, which could have a material adverse effect on our results and financial condition;
•the impact of increased costs for many of our products, including bananas, pineapples, avocados and other fresh produce;
•the impact of pricing and other actions by competitors, particularly during periods of low consumer confidence and spending levels;
•the timing and cost of resolution of pending and future legal and environmental proceedings or investigation;
•the impact of severe weather conditions and natural disasters, such as flooding, hurricanes, earthquakes, on crop quality and yields and on our ability to grow, procure or export our products;
•the adequacy of our insurance coverage;
•the cost and other implications of changes in regulations applicable to our business, including potential legislative or regulatory initiatives in the United States or elsewhere directed at mitigating the effects of climate change;
•our ability to successfully compete in the markets in which we do business;
•the impact on our business of the consolidation of retailers, wholesalers and distributors in the food industry;
•the impact of foreign currency fluctuations and currency exchange risks because of our international business;
•the impact on our sales and profits if we lose one or more of our largest customers or such customers reduce their purchases from us;
•the availability of sufficient labor during peak growing and harvesting seasons;
37
•the continued ability of our distributors and suppliers to have access to sufficient liquidity to fund their operations;
•the impact of governmental trade restrictions, including adverse governmental regulation that may impact our ability to access certain markets;
•our ability to meet our anticipated cash needs in light of our liquidity;
•trends and other factors affecting our financial condition or results of operations from period to period, including changes in product mix, consumer preferences or consumer demand for branded products such as ours; anticipated price and expense levels;
•the impact of crop disease as well as our ability to improve our existing quarantine policies and other prevention strategies, as well as find contingency plans, to protect our and our suppliers' banana crops from vascular diseases such as vascular diseases, one of which is known as Tropical Race 4, or TR4 (also known as Panama Disease);
•our ability to improve our existing quarantine policies and other prevention strategies, as well as find contingency plans, to protect our and our suppliers’ banana crops from vascular diseases;
•global or local disruptions or issues that impact our production facilities or complex logistics network;
•our inability to realize expected benefits on plans for expansion of our business (including through acquisitions);
•our ability to successfully integrate acquisitions and new product lines into our operations;
•the impact of impairment or other charges associated with exit activities, crop or facility damage or otherwise,
•the impact of changes in tax accounting or tax laws (or interpretations thereof), the impact of claims or adjustments proposed by the Internal Revenue Service or other taxing authorities, including the EU, in connection with our tax audits and our ability to successfully contest such tax claims and pursue necessary remedies;
•the success of our joint ventures;
•damage to our reputation or brand names or negative publicity about our products
•our ability to successfully manage the risks associated with international operations, including risks relating to inflation, tax laws, currency restrictions and exchange rate fluctuations, legal or judicial systems, and political or economic conditions;
•the impact of disruptions or breaches of our technology or information system security measures, or of third parties we rely upon;
•our ability to continue to comply with covenants and the terms of our credit instruments and our ability to obtain additional financing to fund our capital expenditures; and
•exposure to product liability claims and associated regulatory and legal actions, product recalls, or other legal proceedings relating to our business.
All forward-looking statements in this report are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Our plans and performance may also be affected by the factors described in our most recent Annual Report on Form 10-K along with other reports that we file with the Securities and Exchange Commission.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in market risk from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk of our Annual Report on Form 10-K for the year ended December 27, 2024.
Item 4. Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 27, 2025. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. Such officers also confirm that there were no changes to our internal control over financial reporting during the quarter ended June 27, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Tax related matters
In one foreign jurisdiction, we are currently contesting tax assessments related to the 2012-2015 audit years and the 2016 audit year in both the administrative court and the judicial court. During 2019 and 2020, we filed actions contesting the tax assessment in the administrative office. Our initial challenge to each of these tax assessments was rejected, and we subsequently lost our appeals at the administrative court. We have subsequently filed actions to contest each of these tax assessments in the country’s judicial courts. In addition, we have filed a request for injunction to the judicial court to stay the tax authorities' collection efforts for these two tax assessments, pending final judicial decisions. The court granted our injunction with respect to the 2016 audit year, however denied our injunction with respect to the 2012-2015 audit years. We timely appealed the denial of the injunction, and on August 10, 2022 the appellate court overturned the denial and granted our injunction for the 2012-2015 audit years with a trial date set for July 4, 2025. During June 2025, we were notified of the hearing being suspended until further notice due to a pending constitutional remedy affecting a rule included in the arguments. Pursuant to local law, we registered real estate collateral with an approximate fair market value of $7.2 million in connection with the grant of the 2016 audit year injunction. This real estate collateral has a net book value of $3.8 million as of the quarter ended June 27, 2025. In addition, in connection with the grant of the 2012-2015 audit year injunction, we registered real estate collateral with an approximate fair market value of $30.2 million, and a net book value of $4.6 million as of the quarter ended June 27, 2025. The registration of this real estate collateral does not affect our operations in the country.
In a separate foreign jurisdiction where we are contesting tax assessments, the administrative court denied our appeal, and on March 4, 2020 we filed an action in the judicial court to contest the administrative court's decision. The case is still pending.
We will continue to vigorously contest the adjustments and intend to exhaust all administrative and judicial remedies necessary in both jurisdictions to resolve the matters, which could be a lengthy process.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the quarter ended June 27, 2025, no director or officer of the Company adopted terminated
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
On May 16, 2025, our Compensation Committee approved entering into the Executive Retention and Severance Agreement(s) (the “Retention Agreements”) with each of the following named executive officers of the Company (each an “NEO”) to incentivize the NEOs to continue their efforts to grow long-term stockholder value and to align their interests with shareholders in the case of a change of control: (i) Mohammed Abbas, the Company’s Executive Vice President & Chief Operating Officer, (ii) Monica Vicente, the Company’s Senior Vice President & Chief Financial Officer, (iii) Effie D. Silva, the Company’s Senior Vice President General Counsel & Secretary, and (iv) Marissa (Louie) Tenazas, the Company’s Senior Vice President & Chief Human Resources Officer.
Pursuant to the terms of the Retention Agreements and in consideration of agreement to certain restrictive covenants and a customary release of any claims by such NEO against us, the Retention Agreements provides for certain payments and other benefits to be provided upon termination without Cause (as defined in the Retention Agreements) or upon a Change of Control Termination. In the event of a qualifying termination, such NEO will receive: a severance payment equal to (a) 1.0 times (in the case of a termination without Cause) or 1.5 times (in the case of a Change of Control Termination) the sum of: (i) one year of such NEO’s current base salary plus (ii) such NEO’s annual incentive compensation target for the year of termination, plus (b) a pro-rated bonus, based on actual performance (in the case of a termination without Cause) or target performance (in the case of a Change of Control Termination) on the corporate goals and individual performance objectives approved for the year of termination; and (c) continued medical benefits coverage for up to twelve (12) months following termination. All payments made under the Retention Agreements are subject to the Company’s Clawback Policy. The Retention Agreements provides for non-competition, non-solicitation, non-compliance and confidentiality provisions during the NEO’s employment and for a period of twelve (12) months after termination.
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This summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Form of Executive Retention and Retention Agreements with the NEOs, attached hereto as Exhibit 10.31 to this report.
Item 6. Exhibits
| Exhibit No. | Description | |||||||
| 10.31** | ||||||||
| 31.1** | ||||||||
| 31.2** | ||||||||
| 32* | ||||||||
| 101.INS*** | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH*** | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL*** | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF*** | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB*** | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE*** | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
_____________________
* Furnished herewith.
** Filed herewith.
*** Attached as Exhibit 101 to this report are the following formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 27, 2025 and December 27, 2024, (ii) Consolidated Statements of Operations for the quarters and six months ended June 27, 2025 and June 28, 2024, (iii) Consolidated Statements of Comprehensive Income for the quarters and six months ended June 27, 2025 and June 28, 2024, (iv) Consolidated Statements of Cash Flows for the six months ended June 27, 2025 and June 28, 2024, (v) Consolidated Statements of Shareholders' Equity for the quarters and six months ended June 27, 2025 and June 28, 2024 and (vi) Notes to Consolidated Financial Statements.
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SIGNATURES
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, thereunto duly authorized.
| Fresh Del Monte Produce Inc. | |||||||||||
| Date: | July 30, 2025 | By: | /s/ Mohammed Abbas | ||||||||
| Mohammed Abbas | |||||||||||
| Executive Vice President & Chief Operating Officer (Duly Authorized Officer) | |||||||||||
| By: | /s/ Monica Vicente | ||||||||||
| Monica Vicente | |||||||||||
| Senior Vice President & Chief Financial Officer (Principal Financial Officer) | |||||||||||
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Executive Retention and Severance Agreement
This Executive Retention and Severance Agreement (the "Agreement") is made and entered into as of [DATE] (the "Effective Date"), by and between Fresh Del Monte Produce Inc., (the "Company") and [NAME] (the "Executive").
RECITALS
The following statements are true and correct:
As of the Effective Date, the Executive serves the Company as its [TITLE].
The purpose of this Agreement is (i) to encourage Executive to remain in the employ of the Company, presently as its [TITLE] and to continue to devote Executive's full attention to the success of the Company and (ii) to provide specified benefits to Executive in the event of a Termination Without Cause or a Change of Control Termination, as such terms are defined in this Agreement.
Executive also acknowledges he/she is employed by the Company in a confidential relationship wherein Executive, in the course of Executive’s employment with the Company, has and will continue to become familiar with and aware of information as to the Company’s specific manner of doing business, including the processes, techniques and trade secrets utilized by the Company and future plans with respect thereto, all of which has been and will be established and maintained at great expense to the Company. This information is a trade secret and constitutes the valuable goodwill of the Company. The Company desires that Employee maintain the confidentiality of this information.
Therefore, in consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each, it is hereby agreed as follows:
1.Termination Without Cause. In the event of the Executive's Termination Without Cause, provided that the Executive complies with the provisions of this Agreement, the Executive shall receive the following payments and benefits:
1.1.Accrued Salary and Vacation, and Continuation of Benefits. Executive shall receive all salary and accrued vacation (less applicable withholding) earned through the conclusion of the Transition Period (or the Termination Date, if there is no Transition Period requested by the Company), any unpaid reimbursement for business expenses the Executive is entitled to receive under the applicable Company policies and the benefits, if any, under Company plans to which Executive may be entitled pursuant to the terms of such plans (other than the Company’s severance plan). The Company shall continue to pay the Employer portion of the Executive's medical, dental and vision premiums for the same or reasonably equivalent medical coverage he/she had on the date of his/her termination until Executive becomes eligible for medical insurance coverage at a new employer but for a period no more than twelve (12) months after Termination Date. To the extent that the Executive is not then eligible to participate in the Company’s medical, dental and vision benefit plans, the Company shall reimburse, monthly, the Executive for a portion of such medical, dental and vision insurance premium equal to the same amount contributed by the Employer for such premiums on the date of the Executive's Termination Without Cause.
1.2.Cash Severance Payment. Subject to the Executive’s execution of the Release set forth in Section 8.2 of this Agreement and continued compliance with the restrictions set forth in Section 10, the Executive shall receive (A) an amount equal to (i) the Executive’s base
salary in effect at the time of the Executive’s Termination, plus (ii) the Executive’s annual incentive compensation target opportunity for the year in which the Termination occurs, which shall be paid over a period of twelve (12) months with payment made in accordance with the Company’s normal payroll processes and procedures, plus (B) a pro-rata portion of the Executive’s annual incentive compensation for the year in which the Executive’s Termination Without Cause occurs, based on the last date of the Transition Period (or the Termination Date if there is no Transition Period requested by the Company), determined based on actual performance on the corporate goals and individual performance objectives, which amounts, if any, shall be paid when the annual incentive plan payments are made to other executives (collectively, the amounts set forth in clauses (A) and (B) the “Non-COC Severance Payment”). Notwithstanding the foregoing, any portion of the Non-COC Severance Payment that would have been paid prior to the sixtieth (60th) day following the Termination Date but for the obligation to execute and not revoke the Release, shall, subject to the Executive executing and not revoking the Release and otherwise remaining in compliance with Section 10, be paid in a lump-sum on the sixtieth (60th) day following the Termination Date, and any remaining portion of the Non-COC Severance Payment will be paid pursuant to the schedule otherwise required by this Section 1.2.
1.3.No Other Benefits. The Severance Payment and benefits provided for in this Section 1 shall be in lieu of any other severance or termination pay, compensation or payment to which the Executive may be entitled under any Company severance or termination plan, program, practice or arrangement.
2.Termination With Cause or Termination Without Good Reason. In the event of the Executive’s termination with Cause or the Executive’s termination without Good Reason, the Company shall not be obligated to make any severance payments or provide any severance benefits.
3.Change of Control Termination. In the event that the Executive experiences a Change of Control Termination, provided that the Executive complies with the provisions of this Agreement, the Executive shall receive the following payments and benefits:
3.1.Accrued Salary and Vacation, and Continuation of Benefits. The Executive shall receive all salary and accrued vacation (less applicable withholding) earned through the conclusion of the Transition Period (or the Termination Date, if there is no Transition Period requested by the Company), any unpaid reimbursement for business expenses the Executive is entitled to receive under the applicable Company policies and the benefits, if any, under Company plans to which the Executive may be entitled pursuant to the terms of such plans (other than the Company’s severance plan). The Company shall continue to pay the Employer portion of the Executive's medical, dental and vision premiums for the same or reasonably equivalent medical coverage he/she had on the date of his/her termination until the Executive becomes eligible for medical insurance coverage at a new employer but for a period no more than 12 months after Termination Date. To the extent that the Executive is not then eligible to participate in the Company’s medical, dental and vision benefit plans, the Company shall reimburse, monthly, the Executive for a portion of such medical, dental and vision insurance premium equal to the same amount contributed by the Employer for such premiums on the date of the Executive's Change of Control Termination.
3.2.Cash Severance Payment. Subject to the Executive’s execution of the Release set forth in Section 8.2 of this Agreement and continued compliance with the restrictions set forth in Section 10, the Executive shall receive (A) an equal to 1.5 times the Executive’s base salary in effect at the time of the Executive’s Termination with payment made in
accordance with the Company’s normal payroll processes and procedures over the twelve (12) months following the Termination Date, plus (B) the sum of (i) an amount equal to 1.5 times the Executive’s annual incentive compensation target opportunity for the year in which the Termination occurs and (ii) a pro-rata portion of the Executive’s annual incentive compensation for the year in which the Executive’s Change of Control Termination occurs, based on the last date of the Transition Period (or the Termination Date, if there is no Transition Period requested by the Company), determined as if the Company has achieved target for both the corporate goals and the individual performance objectives, the total of which shall be paid in lump sum within five (5) business days after the conclusion of the Transition Period (or after the Termination Date, if there is no Transition Period requested by the Company) (collectively, the amounts set forth in clause (A) and (B), the “COC Severance Payment”). Notwithstanding the foregoing, any portion of the COC Severance Payment that would have been paid prior to the sixtieth (60th) day following the Termination Date but for the obligation to execute and not revoke the Release, shall, subject to the Executive executing and not revoking the Release and otherwise remaining in compliance with Section 10, be paid in a lump-sum on the sixtieth (60th) day following the Termination Date, and any remaining portion of the Severance will be paid pursuant to the schedule otherwise required by this Section 3.2.
3.3.Termination Within 6 Months Prior to Change of Control. Notwithstanding the foregoing, if within six months prior to the date on which a Change of Control occurs, the Executive’s employment with the Company is terminated due to a Termination Without Cause, and it is reasonably demonstrated that such termination of employment or resignation for Good Reason event was in contemplation of the Change of Control, then the Executive shall be entitled to the amounts set forth in this Section 3 of this Agreement less any Non-COC Severance Amount previously paid to the Executive under Section 1 of this Agreement as a result of the Termination Without Cause.
3.4.No Other Benefits. The COC Severance Payment and benefits provided for in this Section 3 shall be in lieu of any other severance or termination pay, compensation or payment to which the Executive may be entitled under any Company severance or termination plan, program, practice or arrangement.
4.Definitions. Terms used in this Agreement shall have the meanings set forth in this Section 4.
4.1."Cause" means: (a) the Executive’s willful and continued failure to substantially perform the Executive’s duties with the Company (other than any such failure resulting from incapacity due to documented physical or mental illness); (b) any material violation or material breach by the Executive of any agreement with the Company or any subsidiary; (c) any material violation or material breach by the Executive of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company or any subsidiary; (d) any material violation or material breach of the Company’s Code of Conduct or any other Company policy; (e) any act by the Executive of material dishonesty or fraud that injures the reputation or business of the Company; or (f) the conviction of or entry of a plea of guilty or nolo contender to a felony or a crime involving moral turpitude. For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered as “willful” unless it is done, or omitted to be done, by the Executive in bad faith without reasonable belief that the Executive’s action or omission was in the best interests of the Company.
4.2."Change of Control" means: (a) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), or
“group” of Persons (as defined in Section 13(d)(3) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), other than (i) any acquisition by the members of the Abu-Ghazaleh family, or any entities controlled by such members or any Affiliates of such entities or (ii) any acquisition by any of our employee benefit plans, directly or indirectly, of securities of the Company representing 50% or more of (A) the outstanding shares of common stock of the Company or (B) the combined voting power of the Company's then-outstanding securities; (b) the consummation of a merger or consolidation, or series of related transactions, with any other corporation (or other entity), which results in the voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving or another entity) at least fifty (50%) percent of the combined voting power of the voting securities of the Company or such surviving or other entity outstanding immediately after such merger or consolidation, provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than 25% of the combined voting power of the Company's then outstanding securities shall not constitute a Change of Control; (c) the consummation of a sale, lease, license or other disposition of all or substantially all of the Company's assets (or consummation of any transaction, or series of related transactions, having similar effect), unless at least fifty (50%) percent of the combined voting power of the voting securities of the entity acquiring those assets is held by persons who held the voting securities of the Company immediately prior to such transaction or series of transactions, provided, however, that the term "Change of Control" shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company; or (d) there is a change in the composition of the Board over a period of twenty four (24) consecutive months (or less) such that a majority of the Board members (rounded up to the nearest whole number) ceases to be comprised of individuals who either (i) have been Board members continuously since the beginning of such period or (ii) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (i) who were (x) still in office at the time such election or nomination was approved by the Board and (y) not initially (a) appointed or elected to office as a result of either an actual or threatened election and/or proxy contest by or on behalf of a Person other than the Board, or (b) designated by a Person who has entered into an agreement with the Company to effect a transaction described in (a), (b) or (c) above.
4.3."Change of Control Termination" means (a) any termination of the employment of the Executive by the Company without Cause during the period commencing on or after the date that the Company first publicly announces that it has signed a definitive agreement or that the Company's board of directors has endorsed a tender offer for the Company's stock that in either case when consummated would result in a Change of Control (even though consummation is subject to approval or requisite tender by the Company's stockholders and other conditions and contingencies) and ending at the earlier of the date on which the Company publicly announces that such definitive agreement or tender offer has been terminated without a Change of Control or on the date which is twenty-four (24) months following the consummation of any transaction or series of transactions that results in a Change of Control; or (b) any resignation by the Executive based on “Good Reason” where (i) such diminution of responsibilities occurs during the period commencing on or after the date that the Company first publicly announces that it has signed a definitive agreement that when consummated would result in a Change of Control (even though consummation is subject to approval or requisite tender by the Company's stockholders and other conditions and contingencies) and ending on the date which is twelve (12) months following the consummation of the transaction or series
of transactions that results in the Change of Control, and (ii) such resignation occurs within sixty (60) days following such “Good Reason”.
Notwithstanding anything to the contrary herein, the term " Change of Control Termination" shall not include any termination of the employment of the Executive (1) by the Company for Cause; (2) as a result of the voluntary termination of employment by the Executive other than for “Good Reason”; or (3) that is a "Termination Without Cause" or (4) that is a result of the Executive’s death or Disability.
4.4."Company" means Fresh Del Monte Produce Inc., any successor thereto and, following a Change of Control, any successor or owner of substantially all the business and/or assets of Fresh Del Monte Produce Inc.
4.5."Good Reason" means the occurrence of any of the following conditions, without the Executive's consent and which condition is not cured by the Company within thirty (30) days after notice by the Executive specifying the condition (which notice must be given within thirty (30) days of the event): (a) the diminution of the Executive’s position, title, duties, and reporting responsibilities with the Company in effect immediately prior to such change; (b) a reduction in the Executive's base salary or the reduction of the percentage basis of the Executive’s annual bonus payment, provided that a reduction in base salary that is the result of a general reduction in salary in an amount similar to reductions for other similarly situated Company executives shall not constitute "Good Reason"; (c) a reduction in benefits (other than future stock grants), provided that a reduction in benefits that is the result of a general reduction in benefits in an amount similar to reductions for other similarly situated Company employees shall not constitute "Good Reason"; (d) the Company's requiring the Executive to be based at any office or location more than 50 miles from the Company's headquarters in Coral Gables, Florida or, if applicable, from a subsequent primary business location agreed to by the Executive; (e) a material breach by the Company of the terms of this Agreement. Notwithstanding the foregoing, it shall not be an event of Good Reason under this Agreement for the Company (1) to adopt (or subsequently amend) one or more clawback, mandatory deferral or other risk management policies related to the Company’s incentive compensation plans or arrangements, including without limitation the Company’s Clawback Policy or (2) to adopt (or subsequently amend) stock ownership guidelines related to the Company’s common stock or (3) to subject the compensation payable to the Executive under this Agreement to these policies or guidelines; provided that, except as otherwise required by law, such policies are generally applicable to the Company’s executive officers.
4.6."Disability" means the inability to engage in the performance of the Executive's duties by reason of a physical or mental impairment which constitutes a permanent and total disability in the documented opinion of a qualified physician.
4.7.“Termination” means either a Termination Without Cause or a Change of Control Termination.
4.8.“Termination Date” means the date on which a Termination occurs.
4.9. "Termination Without Cause" means: (a) any termination of employment of the Executive by the Company without Cause (i) that occurs prior to the date that the Company first publicly announces it has entered into a definitive agreement or that the Company's board of directors has endorsed a tender offer for the Company's stock that in either case if consummated would result in a Change of Control (even though consummation is subject to approval or requisite tender by the Company's stockholders
and other conditions and contingencies), (ii) that occurs after the Company announces that any definitive agreement or tender offer referred to in clause (i) has been terminated and before it announces it has entered into another such definitive agreement or the board has endorsed another tender offer, or (iii) that occurs more than twelve (12) months following the consummation of any transaction or series of related transactions that result in a Change of Control; or (b) any resignation by the Executive based on “Good Reason” that occurs sixty (60) days following the occurrence of one of the conditions that constitutes “Good Reason”, but only where such “Good Reason” occurs: (i) prior to the date that the Company first publicly announces it has entered into a definitive agreement or that the Company's board of directors has endorsed a tender offer for the Company's stock that if consummated would result in a Change of Control (even though consummation is subject to approval or requisite tender by the Company's stockholders and other conditions and contingencies), (ii) after the Company announces that any definitive agreement or tender offer referred to in clause (i) has been terminated and before it announces it has entered into another such definitive agreement or the board has endorsed another tender offer, (iii) more than twelve (12) months following the consummation of any transaction or series of related transactions that result in a Change of Control; or (iv) at any other time in the Executive’s employment.
Notwithstanding anything to the contrary herein, the term "Termination Without Cause" shall not include termination of the employment of the Executive (1) by the Company for Cause; (2) as a result of the voluntary termination of employment by the Executive for reasons other than “Good Reason”; or (3) that is a "Change of Control Termination”.
5.Taxes.
5.1.Withholding. The Company may withhold from any and all amounts payable under this Agreement or otherwise such as federal, state or local taxes as may be required to be withheld pursuant to any applicable law or regulation.
6.Application of Code Section 409A.
6.1.Notwithstanding anything in this Agreement to the contrary, this Agreement shall be interpreted and applied so that the payments and benefits set forth herein either shall be exempt from or shall comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations issued thereunder ("Section 409A").
6.2.To the extent that the Company determines that any provision of this Agreement would cause the Executive to incur any additional tax or interest under Section 409A, the Company shall be entitled to reform such provision to attempt to comply with or be exempt from Section 409A. To the extent that any provision hereof is modified in order to comply with Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company without violating the provisions of Section 409A.
6.3.Notwithstanding any provision in this Agreement or elsewhere to the contrary, if on the Executive’s Termination Date the Executive is deemed to be a "specified employee" within the meaning of Section 409A, any payments or benefits due upon, or within the six month period following and due to, a termination of the Executive's employment that constitutes a "deferral of compensation" within the meaning of Code Section 409A, shall be paid or provided to the Executive in a lump sum on the earlier of (i) the date which is six (6) months and one (1) day after the first day of the month following the date of the
Executive's separation from service for any reason other than death, and (ii) the date of the Executive's death, and any remaining payments and benefits shall be paid or provided in accordance with the normal payment dates specified for such payment or benefit. Any remaining payments and benefits due under this Agreement or elsewhere shall be paid or provided in accordance with the normal payment dates specified herein or elsewhere, as applicable.
6.4.References in this Agreement to a ''Termination," ''termination of employment" or like terms shall mean a "separation from service" within the meaning of Section 409A and the date of such separation from service shall be the Termination Date for purposes of any such payment or benefits.
6.5.Each payment under this Agreement (including any installment payments) shall be treated as a separate payment for purposes of Section 409A.
6.6.In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a "deferral of compensation" within the meaning of Section 409A.
6.7.Nothing contained in this Agreement or any other agreement between the Executive and the Company or any policy, plan, program or arrangement of the Company shall constitute any representation or warranty by the Company regarding compliance with Section 409A. The Company has no obligation to take any action to prevent the assessment of any excise tax under Section 409A on any person and none of the Company, the Parent, their subsidiaries or affiliates or any of their employees or representatives shall have any liability to the Executive with respect thereto. It is understood and agreed that none of the Company, the Parent, nor any of its or their affiliates are responsible for any adverse consequences from the application of Section 409A to the pay and benefits provided in this Agreement.
7.Parachute Payments.
7.1.Reduction of Payments. Notwithstanding any other provisions of this Agreement or any Company equity plan or agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (all such payments and benefits being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Total Payments shall be reduced (in the order provided in Section 7(b)) to the minimum extent necessary to avoid the imposition of the Excise Tax on the Total Payments, but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of the Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).
7.2.Order of Any Reductions. The Total Payments shall be reduced in the following order: (i) reduction on a pro-rata basis of any cash severance payments that are exempt from Section 409A of the Code (“Section 409A”), (ii) reduction on a pro-rata basis of any non-
cash severance payments or benefits that are exempt from Section 409A, (iii) reduction on a pro-rata basis of any other payments or benefits that are exempt from Section 409A, and (iv) reduction of any payments or benefits otherwise payable to the Executive on a pro-rata basis or such other manner that complies with Section 409A; provided, in case of clauses (ii), (iii) and (iv), that reduction of any payments attributable to the acceleration of vesting of Company equity awards shall be first applied to Company equity awards that would otherwise vest last in time.
7.3.Determination. All determinations regarding the application of this Section 7 shall be made by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G of the Code and the Excise Tax selected by the Company (the “Independent Advisors”). For purposes of determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Independent Advisors, (i) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (ii) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. The costs of obtaining such determination and all related fees and expenses (including related fees and expenses incurred in any later audit) shall be borne by the Company.
7.4.Adjustment. In the event it is later determined that a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 7, the excess amount shall be returned promptly by the Executive to the Company.
8.No Other Benefits; Release; Transition Period; Termination Under Other Circumstances.
8.1.No Other Benefits Payable. The Executive shall be entitled to no other compensation, benefits, or other payments from the Company as a result of any termination of employment other than benefits as defined in this Agreement.
8.2.Release of Claims. The Executive’s entitlement to the COC Severance, the Non-COC Severance or the continuation of any benefits under this Agreement, if any, after the Termination is subject to the Executive’s (i) continued compliance in all material respects with each of the restrictive covenants as described in Section 10 below and (ii) execution and non-revocation of a release of claims in a form acceptable to the Company (the “Release”) within sixty (60) days after the Termination Date. Failure to comply with the restrictive covenants or execute or adhere to the Release, or any attempt to revoke or purported revocation of the Release, by the Executive will result in forfeiture in full of any severance or other benefits under this Agreement to which the Executive would otherwise be entitled. For the avoidance of doubt, the Executive’s right to any COC Severance, the Non-COC Severance or the continuation of any benefits under this Agreement will be forfeited to the extent such payment would have otherwise been due but for the Executive’s failure to provide the Company with a duly executed and effective Release.
8.3.Transition Period. In the event the Executive employment is scheduled to be terminated due to Termination Without Cause or a Change of Control Termination, Company shall have the right exercisable by notice to the Executive given at any time prior to the Termination Date to request that the Executive extend the date of termination by up to sixty (60) days (such period, the “Transition Period”). The Executive has the option to agree or decline to such Transition Period by giving notice to the Company within five (5) days after the Company's notice to the Executive. During such Transition Period, the
Executive shall perform such duties, as the Company shall reasonably request, that are consistent with his prior responsibilities and designed to transition his or her duties and responsibilities to one or more replacements. Both the Company and the Executive shall have the right at any time, in their sole discretion, to terminate the Transition Period, in which case the Termination Date shall be the last day of the Transition Period. In the case of the Executive's death or Disability during the Transition Period, he shall be deemed to have completed the Transition Period service for the full period requested.
8.4.Termination Under Other Circumstances. In the event of the Executive's termination for Cause, or any resignation by the Executive that does not constitute a Termination Without Cause as referred to in Section 1 or Change of Control Termination as referred to in Section 3, the Company's sole financial obligations to the Executive shall be to pay to the Executive all salary, annual incentive pay and accrued vacation (less applicable withholding) earned through the effective date of the Executive's termination or resignation, reimburse Executive for any unpaid business expenses the Executive is entitled to receive under the applicable Company policies, to treat the Executive's equity awards in accordance with the relevant award agreement, and to provide the benefits, if any, under the Company's benefit plans to which the Executive may be entitled pursuant to the terms of such plans. In the event of a termination of Executive's employment (1) by the Company as a result of the Disability of the Executive or (2) as a result of the death of the Executive, the Executive (or Executive's estate) shall be entitled to the benefits of Section 1.
9.Proprietary and Confidential Information.
The Executive agrees to continue to abide by the terms and conditions of the Company's general policies regarding confidentiality and/or proprietary rights. The Executive further agrees that he will not, at any time during and after the Executive’s employment, make use of or divulge to any person, firm or corporation, any trade or business secret, process, method or means, or any confidential information concerning the business or policies of the Company, which he may have learned in connection with the Executive’s employment. For purposes of this Agreement, a “trade or business secret, process, method or means, or any other confidential information” shall mean and include written information treated as confidential or a trade secret by the Company. The Executive’s obligation under this Section 9 shall not apply to any information which is known publicly; is in the public domain; or hereafter enters the public domain without the fault of the Executive.
10.Restrictive Covenants.
In consideration of the Company’s execution of this Agreement and its fulfillment of its obligations hereunder, the Executive hereby agrees to those Restrictive Covenants set forth on Exhibit A hereto
11.Conflict in Benefits.
This Agreement shall supersede all prior arrangements, whether written or oral, and understandings regarding the Executive's severance and shall be the exclusive agreement for the determination of any compensation or payment due to the Executive from Company as a result of the Executive's Change of Control Termination or Termination Without Cause. In the event of any conflict in the benefits due, the provisions of this Agreement shall control.
12.Clawback Policy.
The Executive acknowledges and agrees that any amounts paid by the Company pursuant to this Agreement will be subject to the requirements of (i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations thereunder, (ii) similar rules under the laws of any other jurisdiction, and (iii) the Clawback Policy adopted by the Company, as may be amended from time to time, or regulations or laws requiring the return or reduction of all or some of the amounts received under this Agreement.
13.Miscellaneous.
13.1.Successors of the Company. The Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. In the event of a Change of Control in which the stocks granted by the Company to the Executive cannot be assumed by the successor or assign, Company shall give the Executive reasonable advance notice of such Change of Control, and all stocks granted by the Company to the Executive shall vest and become exercisable prior to such Change of Control, and Company shall allow Executive a reasonable opportunity to exercise such stocks prior to such Change of Control.
13.2.Modification of Agreement. This Agreement may be modified, amended or superseded only by a written agreement signed by the Executive and the Chairman or an authorized member of the Board of Directors of the Company.
13.3.Governing Law. This Agreement shall be interpreted in accordance with and governed by the laws of the State of Florida with exclusive venue for any action being a Court of Competent jurisdiction in Miami-Dade County, Florida.
13.4.No Employment Agreement. This is not a contract of employment or employment agreement. The Executive acknowledges and understands that the Executive’s employment with the Company is and shall remain at-will and can be terminated by either party for no reason or for any reason not otherwise specifically prohibited by law. Nothing in this Agreement is intended to alter the Executive's at-will employment status or obligate the Company to continue to employ the Executive for any specific period of time, or in any specific role or geographic location.
13.5.Indemnification. In the event the Executive is made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by the Company against the Executive), by reason of the fact that he was properly performing services for the Company, then the Company shall indemnify the Executive against all expenses (including attorney’s fees), judgments, fines and amounts paid in settlement, as actually and reasonably incurred by the Executive in connection therewith. In the event that both the Executive and the Company are made a party to the same third-party action, complaint, suit or proceeding, the Company agrees to engage competent legal representation, and the Executive agrees to use the same representation, provided that if counsel selected by the Company shall have a conflict of interest that prevents such counsel from representing the Executive, the Executive may engage separate counsel and the Company shall pay all reasonable attorneys’ fees and reasonable expenses of such separate counsel.
13.6.Notice. Whenever any notice is required hereunder, it shall be given in writing addressed as follows:
To the Company:
Fresh Del Monte Produce, Inc.
c/o Del Monte Fresh Produce Company
241 Sevilla Avenue
Coral Gables, Florida 33134
Attention: Effie Silva, SVP General Counsel & Secretary
To the Executive:
[NAME]
[ADDRESS]
Notice shall be deemed given and effective on the earlier of three days after the deposit in the US mail addressed as above and sent first class mail, certified, return receipt requested, or when actually received. Either party may change the address for notice by notifying the other party of such change.
13.7.Dispute Resolution. Neither party shall institute a proceeding in any court or administrative agency to resolve a dispute between the parties before that party has sought to resolve the dispute through direct negotiation with the other party. If the dispute is not resolved within two weeks after a demand for direct negotiation, the parties shall attempt to resolve the dispute through mediation. The parties agree to submit the matter to a neutral mediator (chosen by both parties) in Miami-Dade County within two weeks of any party’s demand for mediation. If the mediator is unable to facilitate a settlement of the dispute within a reasonable period of time, as determined by the mediator, the mediator shall issue a written statement to the parties to that effect and any unresolved dispute or controversy arising under or in connection with this Agreement may be submitted to a court of competent jurisdiction within Miami-Dade County, Florida. The Company shall bear the costs of the mediator, and any other legal costs incurred, including the Executive’s legal fees.
13.8.Severability. If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall be deemed valid and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid or inoperative. The paragraph headings herein are for reference purposes only and are not intended in any way to describe, interpret, define or limit the extent or intent of the Agreement or of any part hereof.
| EXECUTIVE | FRESH DEL MONTE PRODUCE INC. | |||||||
| By: | By: | |||||||
Name: [NAME] | Name: [NAME] | |||||||
Title: [TITLE] | Title: [TITLE] | |||||||
Exhibit A
RESTRICTIVE COVENANTS
Confidentiality.
(a)Executive acknowledges that during the Executive’s employment with the Company, the Executive has had access to certain business, financial, and other information of the Company which is not made readily available to the public, including, without limitation, marketing, advertising and promotional ideas, surveys and strategies, technology, budgets, business plans, vendor lists, research, financial, purchasing, and employment data and information, and costs, profits, market, sales, products, product lines, key personnel, pricing policies, operational methods, customers, customer requirements, suppliers, plans for future developments, and other business affairs and methods and other information not readily available to the public (herein “Confidential Information”) that must be maintained in strict confidence in order for the Company to protect its business and its competitive position in the marketplace. Unless otherwise authorized in writing by the Company, the Executive agrees that he/she will not directly or indirectly publish or disclose any Confidential Information to any competitor or other person outside the Company, and he/she will not remove from the premises of the Company or use for his/her own benefit or otherwise appropriate or copy any Confidential Information. This applies, whether or not, the Executive developed the Confidential Information.
(b)Additionally, the Executive agrees not to make any disparaging or derogatory remarks orally or in writing, directly or through others, about the conduct or character of the Company or any of its parents, subsidiaries, or affiliates, or their agents, employees, officers, directors, successors, or assigns.
Non-Competition.
(a)In exchange for the promises made herein and for other good a valuable consideration received, the Executive agrees that, throughout the “Non-Compete Period” (as hereinafter defined), and without the express prior written consent of the Company, the Executive shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services to (alone or in association with any firm, person, corporation or entity), or otherwise assist any person or entity (including, but not limited to, any investment banking firm, venture capital firm, or hedge fund or other investment entity) that directly or indirectly engages in the primary business of producing, marketing, distributing or selling fresh or prepared fruits or vegetable products anywhere in the world (the “Business”). If the Executive is in any way involved with a person or entity that is engaged in, or planning to engage in, the Business, the Executive shall immediately cease his/her involvement with such person or entity so as to remain in compliance with the provisions of this Section. The foregoing provisions of this Section shall not prohibit the Executive during the Non-Compete Period from at any time investing in the publicly held common equity of any entity that is engaged in the Business, provided that the Executive is not otherwise involved in the Business and that he/she does not directly or indirectly own more than an aggregate of 2% of the outstanding common equity of such entity.
(b)Without limiting the generality of the foregoing, the Executive agrees that during the Non-Compete Period he/she will not, directly or indirectly, solicit (or participate as employee, agent, consultant, stockholder, director, partner, member or in any other individual or representative capacity in any business that solicits) business from any person, firm, corporation or other entity that is a customer of the Company or any of its affiliated companies at the time of such solicitation, or from any successor in interest to any such
Exhibit A
person, firm, corporation or other entity, for the purpose of securing business or contracts relating to the Business.
(c)The Executive further agrees that during the Non-Compete Period he/she shall expressly inform any person or entity that is actively considering engaging the Executive’s services as an employee, independent contractor or otherwise during the Non-Compete Period and that is involved, either itself or through any related person or entity, in any way with producing, marketing, distributing or selling fresh fruits or vegetables or prepared food or beverages of the Executive’s obligations under this Section. If the Executive requests relief from any of the restrictions of this Section, the Company will entertain the Executive’s request in good faith but reserves the unilateral right, in its sole and absolute discretion, to deny for any reason whatsoever the Executive’s request, in whole or in part.
For purposes of this Agreement, “Non-Compete Period” shall mean the twelve (12)-month period commencing as of the date of the Termination.
Non-Solicitation of Employees.
The Executive further agrees that, during the Non-Compete Period, he/she shall not, without the prior written consent of the Company, directly or indirectly, in any capacity, solicit, entice, or induce, or attempt to solicit, entice or induce, any person who at the time is or within the preceding twelve (12) months was an employee, officer or director of the Company or any subsidiary or affiliate of the Company to (a) become employed by or enter into a joint venture or partnership with the Executive or any other business, person or entity, or (b) terminate Executive’s employment with the Company or such subsidiary or affiliate of the Company.
Judicial Modification.
In the event that the restrictions against engaging in a competitive activity contained in this Appendix B shall be determined by any court of competent jurisdiction to be unenforceable for any reason, including but not limited to, for extending over too great a period of time, over too great a geographical area, or for being too extensive in any other respect; the applicable provision of this Appendix B shall be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical areas as to which it may be enforceable, and to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
Injunctive Remedies.
The Executive acknowledges and agree that the covenants set forth in this Appendix B, are reasonable and necessary for the protection of the Company's business interests, that irreparable injury will result to the Company if the Executive breaches any of the terms of said covenants, and that in the event of the Executive’s actual or threatened breach of any such covenant, the Company will have no adequate remedy at law. The Executive accordingly agrees that in the event of any actual or threatened breach by him/her of any of the covenants contained in this Appendix B, the Company or any of its affiliated companies shall be entitled to immediate temporary injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages, subject to hearing as soon thereafter as possible. Nothing contained herein shall be construed as prohibiting the Company or any of its affiliated companies from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages.
Exhibit A
Non-Compliance.
The Executive understands and agrees that if he/she breaches any of the terms or conditions of this Agreement during the Non-Compete Period, irrespective of whether he/she can be judicially compelled to comply with the breached provision, the Executive shall immediately forfeit any unvested portion of PSUs and the Dividend Units. The foregoing is in addition to any other remedies the Company may have at law or in equity
EXHIBIT 31.1
CERTIFICATION
I, Mohammad Abu-Ghazaleh, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Fresh Del Monte Produce Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | July 30, 2025 | |||||||
| Signature: | /s/ Mohammad Abu-Ghazaleh | |||||||
| Title: | Chairman and Chief Executive Officer | |||||||
EXHIBIT 31.2
CERTIFICATION
I, Monica Vicente, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Fresh Del Monte Produce Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | July 30, 2025 | |||||||
| Signature: | /s/ Monica Vicente | |||||||
| Title: | Senior Vice President and Chief Financial Officer | |||||||
EXHIBIT 32
CERTIFICATIONS
PURSUANT TO 18 USC SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
We, Mohammad Abu-Ghazaleh and Monica Vicente, as Chief Executive Officer and Chief Financial Officer, respectively, of Fresh Del Monte Produce Inc. (the “Company”), hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:
(1)the accompanying Quarterly Report on Form 10-Q of the Company for the period ended June 27, 2025, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | July 30, 2025 | By: | /s/ Mohammad Abu-Ghazaleh | ||||||||
| Name: | Mohammad Abu-Ghazaleh | ||||||||||
| Title: | Chairman and Chief Executive Officer | ||||||||||
| Date: | July 30, 2025 | By: | /s/ Monica Vicente | ||||||||
| Name: | Monica Vicente | ||||||||||
| Title: | Senior Vice President and Chief Financial Officer | ||||||||||