UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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(Mark One)
For the quarterly period ended March 28, 2025
OR
For the transition period from to
(Commission file number)
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(Exact Name of Registrant as Specified in Its Charter)
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| 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)
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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 April 18, 2025, there were 47,927,978 ordinary shares of Fresh Del Monte Produce Inc. issued and outstanding.
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)
| March 28, 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 9) | |||||||||||
| 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 | |||||||||||
| March 28, 2025 | March 29, 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, net | |||||||||||
| Operating income | |||||||||||
| Interest expense | |||||||||||
| Interest income | |||||||||||
| Other expense, net | |||||||||||
| Income before income taxes | |||||||||||
| Income tax provision | |||||||||||
| Net income | |||||||||||
| Less: Net income attributable to noncontrolling interests | |||||||||||
| Net income attributable to Fresh Del Monte Produce Inc. | $ | $ | |||||||||
| 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 | |||||||||||
| March 28, 2025 | March 29, 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 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)
| Quarter ended | |||||||||||
| March 28, 2025 | March 29, 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 | |||||||||||
| Change in uncertain tax positions | ( | ( | |||||||||
| Gain on disposal of property, plant and equipment, net | ( | ( | |||||||||
| 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 | |||||||||||
| 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 | ( | ( | |||||||||
| Distributions to noncontrolling interests | ( | ||||||||||
| 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 | $ | $ | |||||||||
| Dividends on restricted stock units | $ | $ | |||||||||
| Non-cash 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 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| 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 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
See accompanying notes.
5
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 ended March 28, 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 ended March 28, 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.
6
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. Asset Impairment and Other Charges, Net
The following represents a summary of asset impairment and other charges, net recorded during the quarters ended March 28, 2025 and March 29, 2024 (U.S. dollars in millions):
| Quarter ended | |||||||||||||||||||||||||||||||||||
| March 28, 2025 | March 29, 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) | $ | — | $ | $ | $ | — | $ | $ | |||||||||||||||||||||||||||
Other: | |||||||||||||||||||||||||||||||||||
Legal settlement (2) | |||||||||||||||||||||||||||||||||||
| Total asset impairment and other charges, net | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(1) During the quarter ended March 29, 2024, we recorded a $0.5 million reserve relating to a potential regulatory matter. Refer to Note 9, “Commitments and Contingencies.”
(2) Subsequent to March 29, 2024, we entered into a settlement agreement with respect to a litigation matter by a former employee. 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, we recorded a $1.8 million reserve, net of insurance reimbursements, associated with the settlement during the quarter ended March 29, 2024. Refer to Note 9, “Commitments and Contingencies.”
7
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
4. 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 $235.7 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 of the foreign jurisdictions, 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. Pursuant to local law, we registered real estate collateral with an approximate fair market value of $7.3 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 March 28, 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 $30.5 million, and a net book value of $4.6 million as of the quarter ended March 28, 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.
Income tax provision was $6.9 million for the quarter ended March 28, 2025 compared with $5.3 million for the quarter ended March 29, 2024. The increase is primarily due to increased earnings in certain higher tax jurisdictions.
8
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
5. 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 March 28, 2025 were $441.8 million, net of allowances of $35.7 million. Our allowance for trade receivables consists of two components: a $11.6 million allowance for credit losses and a $24.1 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 quarters ended March 28, 2025 and March 29, 2024 (U.S. dollars in millions):
| Quarter ended | |||||||||||
| Trade receivables | March 28, 2025 | March 29, 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 .
9
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):
| March 28, 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 quarters ended March 28, 2025 and March 29, 2024 were as follows (U.S. dollars in millions):
| Quarter ended | |||||||||||
| March 28, 2025 | March 29, 2024 | ||||||||||
| Allowance for advances to growers and suppliers: | |||||||||||
| Balance, beginning of period | $ | $ | |||||||||
| Provision for uncollectible amounts | |||||||||||
| Balance, end of period | $ | $ | |||||||||
6. 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.
10
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 | |||||||||||
| March 28, 2025 | March 29, 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 quarters ended March 28, 2025 and March 29, 2024:
| Date of Award | Type of award | Units awarded | Price per share | ||||||||||||||
| For the quarter ended March 28, 2025 | |||||||||||||||||
| March 3, 2025 | PSU | $ | |||||||||||||||
| March 3, 2025 | RSU | $ | |||||||||||||||
| For the quarter ended March 29, 2024 | |||||||||||||||||
| March 1, 2024 | PSU | ||||||||||||||||
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.
11
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
7. Inventories, net
Inventories consisted of the following (U.S. dollars in millions):
| March 28, 2025 | December 27, 2024 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Raw materials and packaging supplies | |||||||||||
| Growing crops | |||||||||||
| Total inventories, net | $ | $ | |||||||||
8. Debt and Finance Lease Obligations
The following is a summary of long-term debt and finance lease obligations (U.S. dollars in millions):
| March 28, 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.
12
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 March 28, 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 $1.7 million and $1.8 million are included in other noncurrent assets on our Consolidated Balance Sheets as of March 28, 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 March 28, 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 March 28, 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 March 28, 2025, we applied $29.4 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 13, “Derivative Financial Instruments.”
13
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
9. 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 March 28, 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 in $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 quarter ended March 29, 2024, we incurred expenses of $0.5 million as a contingent reserve which are included in asset impairments and other charges, net in the Consolidated Statements of Operations. We settled amounts previously accrued for this matter during the quarter ended March 28, 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, net in the Consolidated Statements of Operations for the quarter ended March 29, 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.
14
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
10. 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 | |||||||||||
| March 28, 2025 | March 29, 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.
11. 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 | |||||||||||
| March 28, 2025 | March 29, 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 March 28, 2025 and $0.7 million for the quarter ended March 29, 2024.
15
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
12. 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 | |||||||||||||||||||||||||||||||||||
| March 28, 2025 | March 29, 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 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
The following table indicates our net sales by geographic region (U.S. dollars in millions):
| Quarter ended | |||||||||||
| Net sales by geographic region: | March 28, 2025 | March 29, 2024 | |||||||||
| North America | $ | $ | |||||||||
| Europe | |||||||||||
| Middle East | |||||||||||
| Asia | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
16
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
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 | |||||||||||||||||||||||
| March 28, 2025 | March 29, 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 | $ | % | $ | % | |||||||||||||||||||
The following tables indicate our (i) property, plant, and equipment, net by location and (ii) total assets by location (U.S. dollars in millions):
| Property, plant and equipment, net: | March 28, 2025 | December 27, 2024 | |||||||||
| North America | $ | $ | |||||||||
| Europe | |||||||||||
| Middle East | |||||||||||
| Africa | |||||||||||
| Asia | |||||||||||
| Central America | |||||||||||
| South America | |||||||||||
| Maritime equipment (including containers) | |||||||||||
| Corporate | |||||||||||
| Total property, plant and equipment, net | $ | $ | |||||||||
17
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
| Total assets: | March 28, 2025 | December 27, 2024 | |||||||||
| 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 March 28, 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.
13. 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.
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 March 28, 2025 was $1.7 million. As of March 28, 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.
18
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
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 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 mature within one year. At March 28, 2025, our foreign currency forward contracts hedge a portion of our 2025 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 March 28, 2025 (in millions):
| Foreign currency contracts qualifying as cash flow hedges: | Notional amount | |||||||||||||
| Euro | EUR | |||||||||||||
| British pound | GBP | |||||||||||||
| Japanese yen | JPY | |||||||||||||
| Kenyan shilling | KES | |||||||||||||
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 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 March 28, 2025, $4.5 million in accumulated other comprehensive loss related to the terminated interest rate swap, of which $2.1 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 March 28, 2025 and December 27, 2024 (U.S. dollars in millions):
Foreign exchange contracts (1) | |||||||||||||||||
| Balance Sheet location: | March 28, 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 14, “Fair Value Measurements,” for fair value disclosures.
19
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
As of March 28, 2025, we expect that $0.8 million of the net fair value of our cash flow hedges recognized as a net gain in accumulated other comprehensive loss, inclusive of amounts associated with our interest rate swap terminated during the quarter ended March 28, 2025, will be transferred to earnings during the next 12 months, and the remaining net gain of $2.4 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 ended March 28, 2025 and March 29, 2024 (U.S. dollars in millions):
| | Net amount of gain (loss) recognized in other comprehensive income on derivatives | ||||||||||||||||
| Quarter ended | |||||||||||||||||
Derivative instruments | March 28, 2025 | March 29, 2024 | |||||||||||||||
| Foreign exchange contracts | $ | ( | $ | ||||||||||||||
| Interest rate swaps, net of tax | ( | ||||||||||||||||
| Total | $ | ( | $ | ||||||||||||||
Refer to Note 15, “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 ended March 28, 2025 and March 29, 2024.
14. 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 | |||||||||||
| March 28, 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.
20
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
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 8, “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 highly 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.
Assets held for sale, which had a carrying amount of $11.0 million as of March 28, 2025, primarily consisted of $6.8 million related to idle farmland in Italy, $3.7 million related to facilities and farmland in Central America, and $0.5 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.
21
FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
15. 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 | ||||||||||||||||||||
| Quarter ended March 28, 2025 | |||||||||||||||||||||||
| Balance at December 27, 2024 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | (2) | ( | ||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | |||||||||||||||||||||||
| Net current period other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Balance at March 28, 2025 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Quarter ended March 29, 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 March 29, 2024 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
(1) All amounts are net of tax and noncontrolling interest.
(2) Includes a gain of $3.5 million and a loss of $2.8 million for the quarters ended March 28, 2025 and March 29, 2024, respectively, on intra-entity foreign currency transactions that are of a long-term-investment nature.
(3) Includes a tax effect of $0.1 million for the quarter ended March 29, 2024.
22
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 | ||||||||||||||||||||
| Quarter ended | ||||||||||||||||||||
| Details about accumulated other comprehensive loss components | March 28, 2025 | March 29, 2024 | 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 | |||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||
16. Shareholders’ Equity
Our shareholders have authorized 50,000,000 0.01 none 200,000,000 0.01 47,924,409
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 quarter ended March 28, 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 quarters ended March 28, 2025 and March 29, 2024. These dividends were declared and paid within the same fiscal quarter.
| Quarter ended | ||||||||||||||||||||
| March 28, 2025 | March 29, 2024 | |||||||||||||||||||
| Dividend Payment Date | Cash Dividend per Ordinary Share | Dividend Payment Date | Cash Dividend per Ordinary Share | |||||||||||||||||
| March 28, 2025 | $ | March 29, 2024 | $ | |||||||||||||||||
We paid $14.4 million in dividends during the quarter ended March 28, 2025 and $11.9 million in dividends during the quarter ended March 29, 2024.
On April 29, 2025, our Board of Directors declared a quarterly cash dividend of thirty cents $(0.30 ) per share, payable on June 6, 2025, to shareholders of record on May 14, 2025.
23
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.
24
During the first quarter of 2025, the U.S. government announced numerous changes to its trade policy, including changes to existing trade agreements and the use of tariffs to enforce trade policy. In late February 2025, the U.S. government announced the implementation of a 25% additional tariff on imports from Canada and Mexico, which was subsequently suspended on March 6, 2025. During the period in which the tariffs were implemented, we incurred additional costs of approximately $0.3 million related to tariff charges placed on products sourced from Mexico into the United States. Subsequently, on April 2, 2025, the U.S. government announced a baseline tariff of 10% on products from all countries and an additional country-specific tariff on an incremental number of other countries. On April 9, 2025, the U.S. government announced a 90-day delay in the enforcement of the previously announced country-specific tariffs, however the 10% baseline tariff remains in place for all countries.
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 exempt imports that are compliant with the United States-Mexico-Canada ("USMCA") trading agreement, which includes a wide range of fresh fruit and vegetables. As a result, certain products which we source or partially source from Mexico, making up approximately 10% of our North American net sales, are exempt from these tariffs.
The recently announced tariffs will significantly increase our cost of products sold. 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. In April 2025, we began to notify our North American customers of upcoming price increases to address our increased costs as a result of the announced tariffs. If we are unable to successfully increase our selling prices to our customers, or if increased selling prices significantly impact consumer demand, we expect that the estimated decrease in our gross profit for the remainder of 2025 will be material.
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 $235.7 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 of the foreign jurisdictions, 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. Pursuant to local law, we registered real estate collateral with an approximate fair market value of $7.3 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 March 28, 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 $30.5 million, and a net book value of $4.6 million as of the quarter ended March 28, 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.
25
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.
RESULTS OF OPERATIONS
Consolidated Financial Results
The following summarizes the more significant factors impacting our operating results for the 13-week periods ended March 28, 2025 (also referred to as the “first quarter of 2025”) and March 29, 2024 (also referred to as the “first quarter of 2024”).
| Quarter ended | |||||||||||
| March 28, 2025 | March 29, 2024 | ||||||||||
| Net sales | $ | 1,098.4 | $ | 1,107.9 | |||||||
| Gross profit | 92.2 | 82.3 | |||||||||
| Selling, general and administrative expenses | 48.1 | 50.7 | |||||||||
| Operating income | 44.9 | 44.1 | |||||||||
Net sales - Net sales for the first quarter of 2025 were $1,098.4 million, compared with $1,107.9 million in the first quarter of 2024. The decrease in net sales for the first quarter of 2025 was primarily driven by lower net sales in our banana segment as a result of lower sales volume and the negative impact of fluctuations in exchange rates. The decrease in net sales was partially offset by an increase in our fresh and value-added products segment driven by higher per unit selling prices.
Gross profit - Gross profit for the first quarter of 2025 was $92.2 million, compared with $82.3 million in the first quarter of 2024. The increase in gross profit for the quarter was primarily driven by higher per unit selling prices in our fresh and value-added products segment, partially offset by higher per unit production, procurement, and distribution costs and lower net sales in our banana segment.
Gross profit for the first quarter of 2024 included $(1.0) million of other product-related credits comprised primarily of $2.2 million of insurance recoveries associated with the flooding of a seasonal production facility in Greece during 2023, partially offset by $1.2 million of severance charges from the outsourcing of certain functions of our fresh and value-added operations. No other product-related credits were recorded during the first quarter of 2025.
Selling, general and administrative expenses - Selling, general and administrative expenses for the first quarter of 2025 decreased by $2.6 million when compared with the first quarter of 2024. The decrease in the quarter was primarily due to lower professional fees in North America and lower promotional activities in North America and Europe.
Gain on disposal of property, plant and equipment, net - The gain on disposal of property, plant and equipment, net for the first quarter of 2025 of $0.8 million primarily consisted of the sale of idle land in Guatemala. The gain on disposal of property, plant and equipment, net for the first quarter of 2024 of $14.8 million primarily consisted of the sale of two idle facilities in Chile.
26
Asset impairment and other charges, net - Asset impairment and other charges, net of $2.3 million in the first quarter of 2024 primarily consisted of the accrual of a settlement agreement with respect to a litigation matter by a former employee, net of insurance reimbursements. No asset impairment and other charges, net were recorded during the first quarter of 2025.
Operating income - Operating income increased by $0.8 million in the first quarter of 2025 compared with the prior-year period. 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.
Interest expense - Interest expense decreased by $1.8 million in the first quarter of 2025 compared with the prior-year period. The decrease during the first quarter of 2025 was primarily due to lower average debt balances.
Other expense, net - Other expense, net for the first quarter of 2025 was $2.8 million compared with $7.7 million in the first quarter of 2024. The decrease was primarily due to lower foreign currency losses as compared to the prior-year period.
Income tax provision - Income tax provision increased to $6.9 million for the first quarter of 2025 compared with $5.3 million for the first quarter of 2024. The increase is primarily due to increased earnings in certain higher tax jurisdictions.
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 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| March 28, 2025 | March 29, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment | Net Sales | Gross Profit | Gross Margin | Net Sales | Gross Profit | Gross Margin | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fresh and value-added products | $ | 683.2 | 62 | % | $ | 69.3 | 75 | % | 10.1 | % | $ | 676.8 | 61 | % | $ | 55.9 | 68 | % | 8.3 | % | |||||||||||||||||||||||||||||||||||||||
| Banana | 363.8 | 33 | % | 16.8 | 18 | % | 4.6 | % | 379.5 | 34 | % | 21.8 | 26 | % | 5.7 | % | |||||||||||||||||||||||||||||||||||||||||||
| Other products and services | 51.4 | 5 | % | 6.1 | 7 | % | 11.9 | % | 51.6 | 5 | % | 4.6 | 6 | % | 8.9 | % | |||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 1,098.4 | 100 | % | $ | 92.2 | 100 | % | 8.4 | % | $ | 1,107.9 | 100 | % | $ | 82.3 | 100 | % | 7.4 | % | |||||||||||||||||||||||||||||||||||||||
First Quarter of 2025 Compared with First Quarter of 2024
Fresh and value-added products
Net sales for the first quarter of 2025 were $683.2 million, compared with $676.8 million in the prior-year period. The increase in net sales was primarily a result of higher per unit selling prices of avocado and higher sales volume and per unit selling prices of fresh-cut fruits in North America due to strong market demand. 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 quarter of 2025 was $69.3 million, compared with $55.9 million in the prior-year period. The increase in gross profit was primarily driven by higher per unit selling prices of pineapple and melons, partially offset by higher per unit production, procurement and distribution costs.
Gross profit for the first quarter of 2024 included $(1.0) million of other product-related credits comprised primarily of $2.2 million of insurance recoveries associated with damages tied to the flooding of a seasonal production facility in Greece during the third quarter of 2023, partially offset by $1.2 million of severance charges from the outsourcing of certain functions of our fresh and value-added operations. Gross margin increased to 10.1% from 8.3% in the prior-year period.
27
Banana
Net sales for the first quarter of 2025 were $363.8 million, compared with $379.5 million in the prior-year period. The decrease in net sales was primarily a result of lower sales volume and per unit selling prices in Asia due to lower demand and excess industry supply, lower sales volume in North America due to lower industry supply and weather-related logistic disruptions, and the negative impact of fluctuations in exchange rates due to a weaker Euro and Korean won. The decrease was partially offset by higher per unit selling prices in North America.
Gross profit for the first quarter of 2025 was $16.8 million, compared with $21.8 million in the prior-year period. The decrease in gross profit was principally driven by lower net sales and higher per unit production and procurement costs. Gross margin decreased to 4.6% from 5.7% in the prior-year period.
Other products and services
Net sales for the first quarter of 2025 were $51.4 million, in line with $51.6 million in the prior-year period. The change in net sales was primarily due to lower net sales of our third-party ocean freight services due to weather-related and port congestion impacts on volume, partially offset by higher net sales in our poultry and meats business due to higher per unit selling prices.
Gross profit was $6.1 million for the first quarter of 2025, compared with $4.6 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 11.9% from 8.9% 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 March 28, 2025, our principal sources of liquidity were (i) cash generated from operations of our subsidiaries, (ii) our combined $807 million of credit facilities, including $750 million associated with our amended senior unsecured revolving credit facility, with an available capacity of approximately $551 million and (iii) existing cash and cash equivalents of $34.4 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 quarter of 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.
A summary of our cash flows is as follows (U.S. dollars in millions):
| Quarter ended | |||||||||||
| March 28, 2025 | March 29, 2024 | ||||||||||
| Summary cash flow information: | |||||||||||
| Net cash provided by operating activities | $ | 46.1 | $ | 18.7 | |||||||
| Net cash (used in) provided by investing activities | (8.8) | 3.9 | |||||||||
| Net cash used in financing activities | (34.5) | (16.0) | |||||||||
| Effect of exchange rate changes on cash | (1.0) | 1.8 | |||||||||
| Net increase in cash and cash equivalents | 1.8 | 8.4 | |||||||||
| Cash and cash equivalents, beginning | 32.6 | 33.8 | |||||||||
| Cash and cash equivalents, ending | $ | 34.4 | $ | 42.2 | |||||||
28
Operating Activities
Net cash provided by operating activities was $46.1 million for the quarter ended March 28, 2025 compared with $18.7 million for the quarter ended March 29, 2024, an increase of $27.4 million. The increase was primarily attributable to (i) working capital fluctuations, mainly driven by higher levels of accounts payable and accrued expenses, mainly as a result of the timing of period end payments to suppliers, (ii) lower levels of accounts receivable and (iii) higher net income during the quarter ended March 28, 2025 compared to the prior year quarter. The increase was partially offset by increased inventory levels during the quarter ended March 28, 2025.
At March 28, 2025, we had working capital of $607.5 million, compared with $599.8 million at December 27, 2024, an increase of $7.7 million. The increase in working capital was primarily due to higher levels of accounts receivable and inventory. Partially offsetting the increase in working capital was higher levels of accounts payable and accrued expenses due to timing of payments near period end and increased inventory levels.
Investing Activities
Net cash used in investing activities for the quarter ended March 28, 2025 was $8.8 million, compared with net cash provided by investing activities of $3.9 million for the quarter ended March 29, 2024. Net cash used in investing activities for the quarter ended March 28, 2025 primarily consisted of capital expenditures of $10.0 million which mainly included expenditures related to investments in our operations and production facilities in North America and Kenya benefiting our fresh and value-added operations. Net cash used in investing activities for the quarter ended March 28, 2025 also included $1.2 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 quarter ended March 28, 2025 were proceeds from the sale of property, plant and equipment, and subsidiary of $1.9 million which mainly related to the sale of idle land in Guatemala.
Net cash provided by investing activities for the quarter ended March 29, 2024 primarily consisted of proceeds from the sale of property, plant and equipment of $20.1 million which mainly related to the sale of two facilities in South America and installment payments received from the sale of our plastic business subsidiary in South America during 2023. Partially offsetting the net cash provided by investing activities for the quarter ended March 29, 2024 were capital expenditures of $12.7 million which mainly included expenditures related to investments in our operations and production facilities in North America benefiting both our fresh and value-added products and banana segments, including expenditures related to automation and technology initiatives and improvements to our pineapple operations in Kenya. Net cash provided by investing activities for the quarter ended March 29, 2024 also reflects $3.5 million in 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 quarter ended March 28, 2025 was $34.5 million, compared with $16.0 million for the quarter ended March 29, 2024. Net cash used in financing activities for the quarter ended March 28, 2025 primarily consisted of dividends paid of $14.4 million, net repayments on debt of $11.1 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 quarter ended March 29, 2024 primarily consisted of dividends paid of $11.9 million and the payment of deferred financing costs of $2.1 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.
29
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 March 28, 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 March 28, 2025, we had $550.5 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 first quarter of 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 March 28, 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 first 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 $1.3 million as of March 28, 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.
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 March 28, 2025, $4.5 million remained in accumulated other comprehensive loss related to the terminated interest rate swap, of which $2.1 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 $0.8 million of the net fair value of our cash flow hedges recognized as a net gain in accumulated other comprehensive loss, inclusive of amounts received related to our interest rate swap terminated during the third quarter of 2024, will be transferred to earnings during the next 12 months and the remaining net gain of $2.4 million over a period of approximately 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 highly 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 March 28, 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. On April 2, 2025, the Trump administration announced a baseline tariff of 10% on products from all countries and an additional country-specific tariff on an incremental number of other countries which was subsequently delayed for 90 days. The announcement has 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, 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.
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.
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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;
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•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 March 28, 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 March 28, 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 of the foreign jurisdictions, 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. Pursuant to local law, we registered real estate collateral with an approximate fair market value of $7.3 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 March 28, 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 $30.5 million, and a net book value of $4.6 million as of the quarter ended March 28, 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.
California Air Resource Board
On December 21, 2022, the California Air Resource Board ("CARB") issued a Notice of Violation ("NOV") to the Company regarding 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 quarter ended March 29, 2024, we accrued expenses of $0.5 million as a contingent reserve which are included in asset impairments and other charges, net in the Consolidated Statements of Operations. This amount is in addition to a $0.4 million contingent reserve accrued as of December 27, 2024 related to this matter. We settled amounts previously accrued for this matter during the quarter ended March 28, 2025.
For more information, see Note 9. "Commitments and Contingencies" to the Consolidated Financial Statements included in Part I, Item 1. Financial Statements.
Item 1A. Risk Factors
“Item 1A. Risk Factors” of our Form 10-K for the year ended December 27, 2024 includes a discussion of our risk factors. The information presented below updates, and should be read in conjunction with, the risk factors and information disclosed in our Form 10-K.
Changes in the United States trade policy, including the impact of recently announced baseline tariffs, may have a material adverse effect on our business and results of operations.
In recent months, the U.S. government has signaled changes to its trade policy, including an intent to proceed with the imposition of tariffs on countries with which the U.S. trades, which could lead to corresponding punitive actions and retaliatory tariffs by such countries. For example, on April 2, 2025, the U.S. government announced a baseline tariff of 10% on products from all countries and an additional country-specific tariff on an incremental number of other countries. On April 9, 2025, the U.S. government announced a 90-day delay in the enforcement of the previously announced country-specific tariffs, however the 10% baseline tariff remains in place for all countries. Approximately 70% of our sourced products to the U.S. are estimated to be impacted by the recently announced tariffs.
Additionally, on April 17, 2025, the U.S. government announced plans to impose significant fees on Chinese-built vessels with capacities exceeding specified thresholds that enter U.S. ports beginning on October 14, 2025. While we currently use Chinese-built vessels as part of our supply chain to service shipments of our products into the U.S., our vessels do not exceed the
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capacity thresholds included in the announced plans and therefore are not subject to these charges as currently outlined. However, changes to these plans, including changes to the capacity thresholds under which fees are levied, could negatively impact our business.
These tariff and fee announcements have been followed by announcements of specific exemptions and temporary pauses, as well as retaliatory tariffs and trade restrictions, resulting in additional uncertainty in our business. These actions may further boost U.S. inflation, resulting in an increase in the cost of manufacturing food produce, reduced customer purchasing power, declining consumer confidence, increased price pressure, and reduced or cancelled orders and increased supply chain costs. Further, we may be disproportionately impacted by these tariff policies based on where we source our products as compared to our competition.
In April 2025, we began to notify our North American customers of upcoming price increases to address our increased costs as a result of the announced tariffs. However, we may not be able to pass along any resulting price increases to our consumers to help offset elevated costs, which could materially and adversely affect our profitability. Increased product prices may result in reductions in sales volume if consumers are less willing to pay a price differential for our branded products and instead elect to purchase lower-priced offerings or forgo some purchases altogether. To the extent that price increases are not sufficient to offset these increased costs adequately or in a timely manner or if they result in significant decreases in sales volume, our business, financial condition or operating results may be adversely affected.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer
The following table provides information regarding our purchases of ordinary shares during the periods indicated:
| Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program | ||||||||||||||||||||||
| December 28, 2024 to January 24, 2025 | — | $ | — | — | ||||||||||||||||||||||
| January 25, 2025 to February 21, 2025 | — | $ | — | — | ||||||||||||||||||||||
| February 22, 2025 to March 28, 2025 | 253,850 | $ | 29.97 | 253,850 | ||||||||||||||||||||||
| Total | 253,850 | $ | 142,392,116 | |||||||||||||||||||||||
(1)On February 24, 2025, our Board of Directors approved a share repurchase program of up to $150 million of our ordinary shares. The program does not obligate the Company to purchase a minimum amount of shares.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the quarter ended March 28, 2025, no director or officer of the Company adopted terminated
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Item 6. Exhibits
| 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 March 28, 2025 and December 27, 2024, (ii) Consolidated Statements of Operations for the quarters ended March 28, 2025 and March 29, 2024, (iii) Consolidated Statements of Comprehensive Income for the quarters ended March 28, 2025 and March 29, 2024, (iv) Consolidated Statements of Cash Flows for the quarters ended March 28, 2025 and March 29, 2024, (v) Consolidated Statements of Shareholders' Equity for the quarters ended March 28, 2025 and March 29, 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: | April 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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