Cayman Islands
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N/A
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(State or Other Jurisdiction of
Incorporation or Organization) |
(I.R.S Employer
Identification No.) |
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c/o Intertrust SPV (Cayman) Limited
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N/A
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190 Elgin Avenue
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George Town,
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Grand Cayman,
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KY1-9005
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Cayman Islands
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(Address of Registrant’s Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Ordinary Shares, Par Value $0.01 Per Share
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FDP
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New York Stock Exchange
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Large Accelerated Filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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☒
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☐
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☐
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☐
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☐
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•
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the largest marketer of fresh pineapples in the United States, and a leading marketer in other markets worldwide;
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•
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the third-largest marketer of bananas in the United States, and a leading marketer in other markets worldwide;
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•
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a leading marketer of:
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◦
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fresh-cut fruit in the United States, Canada, Japan, South Korea, the United Kingdom, United Arab Emirates and Saudi Arabia;
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◦
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fresh and fresh-cut vegetable products in North America;
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◦
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grapes and avocados in the United States;
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◦
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non-tropical fruit in select markets; and
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◦
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canned fruit in the European Union (the "EU") and other European and Middle East markets.
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•
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Fresh and value-added products - includes sales of pineapples, melons, non-tropical fruit (including grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries and kiwis), other fruit and vegetables, avocados, fresh-cut fruit and vegetables, prepared fruit and vegetables, juices, other beverages, prepared meals and snacks.
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•
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Bananas
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•
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Other products and services - includes our ancillary businesses consisting of sales of poultry and meat products, a plastic product business, and third-party freight services
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Year ended
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December 27, 2019
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December 28, 2018
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December 29, 2017
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|||||||||||||||
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(U.S. dollars in millions)
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|||||||||||||||||||
Net sales by product category
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|||||||||
Fresh and value-added products:
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Fresh-cut fruit
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$
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524.4
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12
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%
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$
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507.5
|
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11
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%
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$
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496.9
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12
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%
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Fresh-cut vegetables
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455.9
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10
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%
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419.8
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10
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%
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93.9
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2
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%
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Pineapples
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454.8
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10
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%
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487.9
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11
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%
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492.7
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12
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%
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Avocados
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380.7
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9
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%
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329.2
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8
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%
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314.9
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8
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%
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Non-tropical fruit
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195.9
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4
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%
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226.7
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5
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%
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235.7
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6
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%
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Prepared food
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279.6
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6
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%
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267.1
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6
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%
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229.5
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6
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%
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Melons
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92.4
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2
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%
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107.8
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2
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%
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106.8
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2
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%
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Tomatoes
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52.3
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1
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%
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62.5
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1
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%
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77.8
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2
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%
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Vegetables
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176.6
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4
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%
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150.8
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3
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%
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25.9
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1
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%
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|||
Other fruit and vegetables
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91.8
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2
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%
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95.4
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2
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%
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110.3
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3
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%
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Total fresh and value-added products
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$
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2,704.4
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60
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%
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$
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2,654.7
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59
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%
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$
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2,184.4
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54
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%
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Bananas
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1,656.0
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37
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%
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1,703.1
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38
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%
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1,775.1
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43
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%
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Other products and services
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128.6
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3
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%
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136.1
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3
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%
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126.4
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3
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%
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Total
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$
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4,489.0
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100
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%
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$
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4,493.9
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100
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%
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$
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4,085.9
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100
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%
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•
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sanitary regulations, particularly in the United States and the EU;
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•
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regulations governing pesticide use in all source countries and residue standards in all market countries, particularly in the United States, Canada, United Kingdom, Germany and Japan and South Korea;
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•
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ongoing Endocrine Disruptor Assessment programs in the EU and United States may potentially impact availability, use and residue tolerance of some pesticides; and
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•
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regulations governing traceability, packaging and labeling, particularly in the United States and the EU.
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•
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the development of the Del Monte Gold® Extra Sweet pineapple and other pineapple and melon varieties, including our proprietary Pink Pineapple which contains higher levels of lycopene, an antioxidant that has been associated with numerous health benefits; and
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•
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improved irrigation methods and soil preparation for melon planting.
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Year ended
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||||||
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December 27, 2019
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December 28, 2018
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||||
Net sales:
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||||
First quarter
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$
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1,154.2
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$
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1,106.1
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Second quarter
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1,239.4
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1,272.4
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Third quarter
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1,070.2
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1,069.5
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Fourth quarter
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1,025.2
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1,045.9
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Total
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$
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4,489.0
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$
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4,493.9
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Gross profit:
|
|
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|||
First quarter
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$
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93.3
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$
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106.5
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Second quarter
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96.3
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78.3
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Third quarter
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74.7
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52.6
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Fourth quarter
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36.3
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42.4
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Total
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$
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300.6
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$
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279.8
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Subsidiary
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Country of Incorporation
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Corporacion de Desarrollo Agricola Del Monte S.A.
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Costa Rica
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Del Monte Fresh Produce Company
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United States
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Del Monte Fresh Produce International Inc.
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Liberia
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Del Monte Fresh Produce N.A., Inc.
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United States
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Del Monte Fund B.V.
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Curacao
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Del Monte International GmbH
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Switzerland
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Del Monte Fresh Produce Sarl
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Luxembourg
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Mann Packing Co., Inc
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United States
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Item 1A.
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Risk Factors
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•
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a change in laws and regulations or imposition of currency restrictions and other restraints;
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•
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the imposition of import and export duties and quotas;
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•
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the risk that the government may expropriate assets;
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•
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the imposition of burdensome tariffs and quotas;
|
•
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political changes and economic crises that may lead to changes in the business environment in which we operate;
|
•
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international conflict, including terrorist acts, that could significantly impact our business, financial condition and results of operations;
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•
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public health epidemics which have the potential to impact employees and the global economy;
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•
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economic sanctions that may be imposed on some countries, which could disrupt the markets for products that we sell, even if we do not sell directly into the target country;
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•
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economic downturns, political instability and war or civil disturbances that may disrupt our, our suppliers' and our customers' production and distribution logistics or limit sales in individual markets; and
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•
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disruptions in our, our suppliers' and our customers' ability to access capital and credit markets.
|
•
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sanitary regulations;
|
•
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regulations governing pesticide use and residue levels; and
|
•
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regulations governing packaging and labeling.
|
•
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identifying appropriate acquisition candidates or business partners;
|
•
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potential difficulties in successfully integrating acquired operations;
|
•
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the quality of products produced by acquired businesses or business partners in comparison to the products we historically have provided;
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•
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any loss of key employees of acquired operations or any inability to hire or retain key employees necessary to integrate an acquired business or otherwise implement our growth strategy;
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•
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potential diversion of our capital and management attention away from other important business matters;
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•
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financial risks, such as potential unknown liabilities of any acquired business;
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•
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potential issues with the financial disclosures, accounting practices or internal control systems of any acquired business, joint venture or business partner; and
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•
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in the case of joint ventures and business partnerships, increased potential risks associated with the lesser degree of control that we may be able to exert due to our arrangements with our business partners.
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•
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a classified board of directors;
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•
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a prohibition on shareholder action through written consents;
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•
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a requirement that general meetings of shareholders be called only by a majority of the board of directors or by the Chairman of the Board;
|
•
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advance notice requirements for shareholder proposals and nominations;
|
•
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limitations on the ability of shareholders to amend, alter or repeal our organizational documents; and
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•
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the authority of the board of directors to issue preferred shares with such terms as the board of directors may determine.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
12/26/2014
|
|
|
1/1/2016
|
|
|
12/30/2016
|
|
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12/29/2017
|
|
|
12/28/2018
|
|
|
12/27/2019
|
|
Fresh Del Monte Produce Inc.
|
100.00
|
|
|
117.12
|
|
|
184.55
|
|
|
146.80
|
|
|
88.09
|
|
|
110.27
|
|
S&P 500
|
100.00
|
|
|
101.38
|
|
|
113.51
|
|
|
138.29
|
|
|
132.23
|
|
|
173.86
|
|
S&P 500 Food Products
|
100.00
|
|
|
113.76
|
|
|
128.09
|
|
|
126.48
|
|
|
103.39
|
|
|
128.81
|
|
Item 6.
|
Selected Financial Data
|
|
Year ended
|
||||||||||||||||||
|
December 27, 2019
|
|
December 28, 2018
|
|
December 29, 2017
|
|
December 30, 2016
|
|
January 1, 2016
|
||||||||||
|
(U.S. Dollars in millions, except share and per share data)
|
||||||||||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
4,489.0
|
|
|
$
|
4,493.9
|
|
|
$
|
4,085.9
|
|
|
$
|
4,011.5
|
|
|
$
|
4,056.5
|
|
Cost of products sold
|
4,188.4
|
|
|
4,214.1
|
|
|
3,754.3
|
|
|
3,550.1
|
|
|
3,714.2
|
|
|||||
Gross profit
|
300.6
|
|
|
279.8
|
|
|
331.6
|
|
|
461.4
|
|
|
342.3
|
|
|||||
Selling, general and administrative expenses
|
195.7
|
|
|
194.7
|
|
|
173.2
|
|
|
187.4
|
|
|
183.9
|
|
|||||
(Gain) loss on disposal of property, plant and equipment
|
(18.6
|
)
|
|
(7.1
|
)
|
|
3.0
|
|
|
—
|
|
|
(2.1
|
)
|
|||||
Goodwill and trademark impairment charges
|
0.3
|
|
|
11.3
|
|
|
0.9
|
|
|
2.6
|
|
|
66.1
|
|
|||||
Asset impairment and other charges, net
|
9.1
|
|
|
42.3
|
|
|
1.8
|
|
|
27.2
|
|
|
3.4
|
|
|||||
Operating income
|
114.1
|
|
|
38.6
|
|
|
152.7
|
|
|
244.2
|
|
|
91.0
|
|
|||||
Interest expense, net
|
24.3
|
|
|
22.7
|
|
|
5.6
|
|
|
3.4
|
|
|
3.7
|
|
|||||
Other (income) expense, net
|
(0.9
|
)
|
|
15.7
|
|
|
3.0
|
|
|
3.4
|
|
|
7.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
90.7
|
|
|
0.2
|
|
|
144.1
|
|
|
237.4
|
|
|
80.1
|
|
|||||
Provision for income taxes
|
21.4
|
|
|
16.1
|
|
|
24.9
|
|
|
11.8
|
|
|
13.7
|
|
|||||
Net income (loss)
|
$
|
69.3
|
|
|
$
|
(15.9
|
)
|
|
$
|
119.2
|
|
|
$
|
225.6
|
|
|
$
|
66.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Less: Net income (loss) attributable to redeemable and noncontrolling interest
|
2.8
|
|
|
6.0
|
|
|
(1.6
|
)
|
|
0.5
|
|
|
4.0
|
|
|||||
Net income (loss) attributable to Fresh Del Monte Produce Inc.
|
$
|
66.5
|
|
|
$
|
(21.9
|
)
|
|
$
|
120.8
|
|
|
$
|
225.1
|
|
|
$
|
62.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per ordinary share attributable to
Fresh Del Monte Produce Inc. - Basic
|
$
|
1.38
|
|
|
$
|
(0.45
|
)
|
|
$
|
2.40
|
|
|
$
|
4.37
|
|
|
$
|
1.18
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per ordinary share attributable to
Fresh Del Monte Produce Inc.- Diluted
|
$
|
1.37
|
|
|
$
|
(0.45
|
)
|
|
$
|
2.39
|
|
|
$
|
4.33
|
|
|
$
|
1.17
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per ordinary share
|
$
|
0.14
|
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
0.55
|
|
|
$
|
0.50
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of ordinary shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
48,291,345
|
|
|
48,625,175
|
|
|
50,247,881
|
|
|
51,507,755
|
|
|
52,750,212
|
|
|||||
Diluted
|
48,394,113
|
|
|
48,625,175
|
|
|
50,588,708
|
|
|
51,962,195
|
|
|
53,199,533
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
33.3
|
|
|
$
|
21.3
|
|
|
$
|
25.1
|
|
|
$
|
20.1
|
|
|
$
|
24.9
|
|
Working capital
|
488.6
|
|
|
552.8
|
|
|
626.0
|
|
|
592.0
|
|
|
604.0
|
|
|||||
Total assets
|
3,349.9
|
|
|
3,255.2
|
|
|
2,766.9
|
|
|
2,653.3
|
|
|
2,596.1
|
|
|||||
Total debt
|
587.1
|
|
|
662.4
|
|
|
357.6
|
|
|
232.3
|
|
|
254.2
|
|
|||||
Shareholders' equity
|
1,743.7
|
|
|
1,717.8
|
|
|
1,791.2
|
|
|
1,816.4
|
|
|
1,750.9
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Fresh and value-added products - includes pineapples, melons, non-tropical fruit (including grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries and kiwis), other fruit and vegetables, avocados, fresh-cut fruit and vegetables, prepared fruit and vegetables, juices, other beverages, prepared meals and snacks.
|
•
|
Bananas
|
•
|
Other products and services - includes our ancillary businesses consisting of sales of poultry and meat products, a plastic product business, and third-party freight services
|
•
|
Ship operating expenses - include operations, maintenance, depreciation, insurance, fuel (the cost of which is subject to commodity price fluctuations), and port charges.
|
•
|
Chartered ship costs - include the cost of chartering the ships, fuel and port charges.
|
•
|
Container equipment-related costs - include leasing expense and in the case of owned equipment, also depreciation expense.
|
•
|
Third-party containerized shipping costs - include the cost of using third-party shipping in our logistics operations.
|
|
Year ended
|
|||||||
|
December 27, 2019
|
|
December 28, 2018
|
|
December 29, 2017
|
|||
Statement of Income Data:
|
|
|
|
|
|
|||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Gross profit
|
6.7
|
|
|
6.2
|
|
|
8.1
|
|
Selling, general and
administrative expenses |
4.4
|
|
|
4.3
|
|
|
4.2
|
|
Operating income
|
2.5
|
|
|
0.9
|
|
|
3.7
|
|
Interest expense
|
0.6
|
|
|
0.5
|
|
|
0.2
|
|
Net income (loss) attributable to Fresh Del Monte Produce Inc.
|
1.5
|
|
|
(0.5
|
)
|
|
3.0
|
|
|
Year ended
|
|||||||||||||||||||
|
December 27, 2019
|
|
December 28, 2018
|
|
December 29, 2017
|
|||||||||||||||
|
(U.S. dollars in millions)
|
|||||||||||||||||||
Net sales by geographic region:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
2,923.8
|
|
|
65
|
%
|
|
$
|
2,871.3
|
|
|
64
|
%
|
|
$
|
2,382.4
|
|
|
58
|
%
|
Europe
|
645.2
|
|
|
14
|
%
|
|
653.7
|
|
|
15
|
%
|
|
665.9
|
|
|
16
|
%
|
|||
Middle East
|
425.8
|
|
|
10
|
%
|
|
445.6
|
|
|
10
|
%
|
|
518.8
|
|
|
13
|
%
|
|||
Asia
|
453.0
|
|
|
10
|
%
|
|
465.7
|
|
|
10
|
%
|
|
460.2
|
|
|
11
|
%
|
|||
Other
|
41.2
|
|
|
1
|
%
|
|
57.6
|
|
|
1
|
%
|
|
58.6
|
|
|
2
|
%
|
|||
Total
|
$
|
4,489.0
|
|
|
100
|
%
|
|
$
|
4,493.9
|
|
|
100
|
%
|
|
$
|
4,085.9
|
|
|
100
|
%
|
|
Year ended
|
|||||||||||||||||||
|
December 27, 2019
|
|
December 28, 2018
|
|
December 29, 2017
|
|||||||||||||||
|
(U.S. dollars in millions)
|
|||||||||||||||||||
Net sales by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Fresh and value-added products
|
$
|
2,704.4
|
|
|
60
|
%
|
|
$
|
2,654.7
|
|
|
59
|
%
|
|
$
|
2,184.4
|
|
|
54
|
%
|
Bananas
|
1,656.0
|
|
|
37
|
%
|
|
1,703.1
|
|
|
38
|
%
|
|
1,775.1
|
|
|
43
|
%
|
|||
Other products and services
|
128.6
|
|
|
3
|
%
|
|
136.1
|
|
|
3
|
%
|
|
126.4
|
|
|
3
|
%
|
|||
Total
|
$
|
4,489.0
|
|
|
100
|
%
|
|
$
|
4,493.9
|
|
|
100
|
%
|
|
$
|
4,085.9
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Gross profit by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fresh and value-added products
|
$
|
194.7
|
|
|
65
|
%
|
|
$
|
190.0
|
|
|
68
|
%
|
|
$
|
213.4
|
|
|
65
|
%
|
Bananas
|
97.1
|
|
|
32
|
%
|
|
84.1
|
|
|
30
|
%
|
|
113.4
|
|
|
34
|
%
|
|||
Other products and services
|
8.8
|
|
|
3
|
%
|
|
5.7
|
|
|
2
|
%
|
|
4.8
|
|
|
1
|
%
|
|||
Total
|
$
|
300.6
|
|
|
100
|
%
|
|
$
|
279.8
|
|
|
100
|
%
|
|
$
|
331.6
|
|
|
100
|
%
|
•
|
Bananas - Net sales of bananas decreased $47.1 million principally due to lower net sales in North America, Asia and Europe, partially offset by higher net sales the Middle East. Worldwide banana sales volume decreased by 4%.
|
◦
|
North America banana net sales decreased due to lower sales volumes principally as a result our efforts to reduce volume during less profitable times of the year combined with lower volumes from Central America, partially offset by a slight increase in per unit selling prices.
|
◦
|
Asia banana net sales decreased due to lower supplies from the Philippines, principally due to lower purchases from independent growers combined with lower production at our company-operated farms that resulted from planned reductions of low-yield areas. Partially offsetting this decrease were higher per unit selling prices.
|
◦
|
Europe banana net sales decreased due to lower sales volumes as a result of lower shipments from our Costa Rica operations, partially offset by higher per unit selling prices. Also negatively affecting banana net sales in Europe were unfavorable exchange rates.
|
◦
|
Middle East banana net sales increased due to higher sales volumes primarily as a result of increased shipments from Central America. Partially offsetting the increase in sales volumes were lower per unit selling prices as a result of unfavorable market conditions.
|
•
|
Other products and services - Net sales of other products and services decreased $7.5 million primarily due to planned volume reduction in our Jordan poultry business, partially offset by higher poultry pricing and higher revenues from our third-party ocean freight services.
|
•
|
Fresh and value-added products - Net sales in the fresh and value-added products segment increased $49.7 million principally as a result of higher net sales of fresh-cut products, avocados, vegetables, and prepared food. Partially offsetting these increases were lower net sales of pineapples, non-tropical fruit, melons and tomatoes.
|
◦
|
Net sales of fresh-cut products increased primarily due to:
|
▪
|
Sales of fresh-cut vegetable products reflecting a full year of operating results for Mann Packing which was acquired at the end of February 2018;
|
▪
|
Higher fresh-cut vegetable per unit selling prices principally due to increased pricing and favorable product mix; and
|
▪
|
Higher per unit selling prices and volumes of fresh-cut fruit in North America primarily due to an expanded customer base and higher demand.
|
▪
|
Lower per unit selling prices of fresh-cut fruit in Europe, principally due to unfavorable exchange rates;
|
▪
|
Lower sales volumes and per unit selling prices of fresh-cut fruit in the Middle East primarily due to lower customer demand; and
|
▪
|
The impact of our Mann Packing business voluntary recall in the fourth quarter of 2019. The voluntary recall was a response to a notification by the Food and Drug Administration and the Canadian Food Inspection Agency of a potential contamination of a series of our vegetable products which were processed at our Salinas Valley, California production facility. The voluntary recall had a negative effect on net sales, primarily of fresh-cut vegetables, resulting in an estimated $21.0 million in lost sales associated with the recalled products as compared to our original expectations for such products. In addition, we also recorded a reduction in net sales of approximately $6.0 million in the fourth quarter of 2019 to account for customer claims and customer-related charges associated with the recall.
|
◦
|
Net sales of avocados increased due to higher per unit selling prices and sales volumes in North America principally as a result of tight industry supplies and higher customer demand. Also contributing to the increase were higher net sales in Asia, Europe and the Middle East primarily as a result of increased shipments from Mexico.
|
◦
|
Net sales of vegetables increased primarily due to sales of Mann Packing vegetable products in North America such as broccoli, cauliflower and lettuce. Mann Packing was acquired at the end of February 2018.
|
◦
|
Net sales of prepared food increased primarily due to higher sales volumes in North America, Europe, and the Middle East resulting from our increased focus on value-added products combined with higher customer demand.
|
◦
|
Net sales of pineapples decreased due to lower sales volumes in all regions as a result of lower production from our Costa Rica and Philippines operations primarily due to unfavorable growing conditions. Worldwide pineapple sales volume decreased 12%. Partially offsetting this decrease were worldwide higher per unit selling prices.
|
◦
|
Net sales of non-tropical fruit decreased principally due to our rationalization of sales volumes resulting in the planned reduction of sales of certain low margin products. Contributing to this decrease in net sales of non-tropical fruit were lower sales of apples in the Middle East and grapes in North America.
|
◦
|
Net sales of melons decreased due to lower industry volumes resulting from unfavorable growing conditions in Central America which resulted in lower export quality fruit combined with lower production in our U.S. growing operations. Partially offsetting this decrease were higher per unit selling prices in North America.
|
◦
|
Net sales of tomatoes decreased primarily due to the discontinuance of our U.S. growing operations during late summer of 2018, partially offset by higher per unit selling prices in North America.
|
•
|
Bananas - Gross profit in the banana segment increased by $13.0 million. Worldwide there was a slight increase in banana per unit selling prices and per unit cost remained relatively flat. The increase in gross profit was primarily driven by:
|
◦
|
Higher local currency per unit selling prices in Europe which surpassed the negative effect of unfavorable exchange rates;
|
◦
|
Higher per unit selling prices in Asia; and
|
◦
|
Our efforts to reduce volumes during less profitable times of the year.
|
•
|
Fresh and value-added products - Gross profit in our fresh and value-added products segment increased $4.7 million principally due to higher gross profit on non-tropical fruit, tomatoes, melons and fresh-cut fruit, partially offset by lower gross profit on fresh-cut vegetables, prepared food and avocados.
|
◦
|
Gross profit on non-tropical fruit increased principally due to lower per unit costs of grapes, stonefruit and berries and higher selling prices of stonefruit and citrus. The restructuring of our Chilean business in the prior year has significantly improved profitability in this product category as a result of reductions in volumes of low-margin products and reduced operating costs.
|
◦
|
Gross profit on tomatoes increased principally due to higher per unit selling prices. The discontinuance of our U.S. growing operations during late summer of 2018 resulted in improved margins during 2019.
|
◦
|
Gross profit on melons increased due to higher per unit selling prices in North America primarily as a result lower industry volumes, partially offset by higher per unit ocean freight and production costs.
|
◦
|
Gross profit on fresh-cut fruit increased primarily due to higher sales volumes in North America combined with improved productivity which resulted in lower production costs. Partially offsetting this increase were lower selling prices in Europe, the Middle East and Asia.
|
◦
|
Gross profit on fresh-cut vegetables decreased primarily due to the impact of the Mann Packing voluntary product recall during the fourth quarter of 2019 which had a negative effect on the sales of Mann Packing fresh-cut vegetable products and increased our cost of products sold.
|
◦
|
Gross profit on prepared food decreased primarily due to lower selling prices on canned pineapples, principally a result of high industry volumes and increased competition in Europe. Also contributing to the decrease in gross profit on prepared food was the effect of the Mann Packing voluntary product recall during the fourth quarter of 2019 that negatively affected the sales of Mann Packing prepared vegetable products and increased our cost of products sold.
|
◦
|
Gross profit on avocados decreased due to higher fruit procurement costs as a result of tight supplies principally in Mexico.
|
•
|
$5.2 million in asset impairments and other charges related to low-producing areas in our existing banana operations in the Philippines;
|
•
|
$0.5 million in other costs incurred related to the Mann Packing voluntary recall of a series of vegetable products during the fourth quarter of 2019; and
|
•
|
$2.9 million in asset impairment charges related to our equity investment in Purple Carrot.
|
•
|
$32.3 million in asset impairment and other charges related to our decision to abandon certain low-yield areas in our banana operation in the Philippines;
|
•
|
$4.1 million in acquisition-related expenses, principally the Mann Packing acquisition;
|
•
|
$2.4 million in severance expense related to restructuring as a result of cost reduction initiatives in our Chilean non-tropical fruit operation;
|
•
|
$2.3 million in asset impairment charges related to underutilized assets in Central America in the banana and fresh and value-added products segments;
|
•
|
$1.8 million in asset impairment charges related to cost reduction initiatives in Costa Rica in the banana segment; and
|
•
|
a credit of $(0.9) million related to insurance proceeds due to damage from inclement weather in one of our California facilities related to the fresh and value-added products segment.
|
•
|
Fresh and value-added products - Net sales in the fresh and value-added products segment increased $470.3 million principally as a result of higher net sales of fresh-cut products, vegetables, prepared products, and avocados, partially offset by lower net sales of tomatoes and non-tropical fruit.
|
◦
|
Net sales of fresh-cut products increased primarily due to the sales of Mann Packing fresh-cut vegetable products in North America. Also contributing to the increase were higher sales prices and volumes in Europe and Asia which were mostly attributable to favorable exchange rates and improved customer demand.
|
◦
|
Net sales of prepared products increased principally due to the sales of Mann Packing prepared food vegetable products in North America and higher sales volume of canned deciduous products in Europe. Partially offsetting these increases were lower sales volumes and per unit sales prices of canned pineapple products in Europe and lower pricing on industrial pineapple products primarily due to industry oversupply and lower customer demand.
|
◦
|
Net sales of vegetables increased due to the sales of Mann Packing vegetable products in North America such as broccoli, cauliflower and lettuce.
|
◦
|
Net sales of avocados increased due to higher sales volume in North America primarily as a result of higher customer demand, partially offset by lower per unit sales prices due to high industry supplies. Also contributing to the increase were higher net sales in Asia as a result of increased shipments from Mexico.
|
◦
|
Net sales of tomatoes decreased due to the discontinuance of our U.S. growing operations during 2018.
|
◦
|
Net sales of non-tropical fruit decreased primarily due to lower sales volumes of grapes in Asia, North America and Europe principally due to reduced shipments from Chile. Also contributing to the decrease were lower shipments of cherries to China during the fourth quarter 2018.
|
•
|
Bananas - Net sales of bananas decreased $72.0 million principally due to lower net sales in the Middle East and Europe, partially offset by higher net sales in Asia and North America. Worldwide banana sales volume decreased by 7%.
|
◦
|
Middle East banana net sales decreased principally due to lower sales volumes as a result of reduced supplies from the Philippines due to lower sales to Iran and Iraq as a result of the political situation in those markets. Partially offsetting these decreases were higher per unit sales prices.
|
◦
|
Europe banana net sales decreased due to lower sales volumes and slightly lower pricing primarily as a result of high industry supplies and increased competition. Partially offsetting these decreases were favorable exchange rates.
|
◦
|
Asia banana net sales increased as a result of higher sales volumes and slightly higher per unit sales prices. Contributing to this increase were favorable exchange rates and higher customer demand.
|
◦
|
North America banana net sales increased as a result of higher per unit sales prices, partially offset by lower sales volumes.
|
•
|
Fresh and value-added products - Gross profit in the fresh and value-added products segment decreased $23.4 million principally due to higher gross profit on fresh-cut products, avocados and non produce operations, offset by lower gross profit on prepared products, pineapples, tomatoes and melons.
|
◦
|
Gross profit on fresh-cut products increased principally due to Mann Packing fresh-cut vegetables products. Also contributing to the increase were higher sales volume and sales prices in Europe and Asia and higher sales prices in North America. Partially offsetting these increases were lower sales prices in the Middle East.
|
◦
|
Gross profit on avocados increased due to higher sales volumes in North America and lower procurement costs, partially offset by lower per unit sales prices.
|
◦
|
Gross profit of prepared products decreased principally due to lower sales prices on industrial and canned pineapple products as a result of excess industry supply and lower demand.
|
◦
|
Gross profit on pineapples decreased principally due to higher fruit costs in Costa Rica, higher distributions costs in North America, Europe and the Middle East and higher ocean freight costs in North America, the Middle East and Asia. Also contributing to the decrease in gross profit was lower per unit sales prices in North America and the Middle East. Partially offsetting these decreases were higher sales volumes in North America, Europe and Asia. Worldwide pineapple per unit sales price decreased 3% and per unit costs increased 6%.
|
◦
|
Gross profit on tomatoes decreased principally due to lower sales volumes as a result of the discontinuance of our U.S. growing operations during the year combined with higher costs.
|
◦
|
Gross profit on melons decreased primarily due to higher fruit and distribution cost combined with lower per unit sales prices in North America.
|
•
|
Bananas - Gross profit in the bananas segment decreased by $29.3 million primarily due to higher fruit cost per box, higher distribution costs and lower sales volumes in North America, Europe and the Middle East. Also contributing to the decrease were higher ocean freight costs in North America, the Middle East and Asia as well as higher fruit costs. Offsetting these decreases were higher per unit sales prices in North America and the Middle East. Worldwide banana per unit sales prices increased 3% and per unit cost increased 5%.
|
•
|
$32.3 million in asset impairment and other charges related to our decision to abandon certain low-yield areas in our banana operation in the Philippines;
|
•
|
$4.1 million in acquisition-related expenses, principally the Mann Packing acquisition;
|
•
|
$2.4 million in severance expense related to restructuring as a result of cost reduction initiatives in our Chilean non-tropical fruit operation;
|
•
|
$2.3 million in asset impairment charges related to underutilized assets in Central America in the bananas and fresh and value-added products segments;
|
•
|
$1.8 million in asset impairment charges related to cost reduction initiatives in Costa Rica in the bananas segment; and
|
•
|
a credit of $(0.9) million related to insurance proceeds due to damage from inclement weather in one of our California facilities related to the fresh and value-added products segment.
|
•
|
$1.5 million due to our decision to cease the development of an investment initiative in Africa related to our prepared food operations;
|
•
|
$0.8 million related to flood damage in our Philippines banana operations;
|
•
|
$0.6 million related to underutilized assets in Central America related to the bananas segment;
|
•
|
$1.8 million related to flood damage in our Chile non-tropical fruit operation;
|
•
|
a credit of $(3.4) million for insurance recoveries related to previously announced flood damage in our Chile non-tropical fruit operations; and
|
•
|
$0.5 million related to Kunia Well Site in Hawaii for EPA remediation additional expenses.
|
|
Year ended
|
||||||||||
|
December 27, 2019
|
|
December 28, 2018
|
|
December 29, 2017
|
||||||
Summary cash flow information:
|
(in thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
169.1
|
|
|
$
|
246.6
|
|
|
$
|
194.2
|
|
Net cash used in investing activities
|
(52.2
|
)
|
|
(494.8
|
)
|
|
(133.8
|
)
|
|||
Net cash (used in) provided by financing activities
|
(108.9
|
)
|
|
242.0
|
|
|
(53.8
|
)
|
|||
Effect of exchange rate changes on cash
|
4.0
|
|
|
2.4
|
|
|
(1.6
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
12.0
|
|
|
(3.8
|
)
|
|
5.0
|
|
|||
Cash and cash equivalents, beginning
|
21.3
|
|
|
25.1
|
|
|
20.1
|
|
|||
Cash and cash equivalents, ending
|
$
|
33.3
|
|
|
$
|
21.3
|
|
|
$
|
25.1
|
|
|
(U.S. dollars in millions)
|
||||||||||||||||||
Contractual obligations by period
|
Total
|
|
Less than
1 year |
|
1 - 3 years
|
|
3 - 5 years
|
|
More than
5 years |
||||||||||
Fruit purchase agreements
|
$
|
922.6
|
|
|
$
|
324.2
|
|
|
$
|
389.7
|
|
|
$
|
208.7
|
|
|
$
|
—
|
|
Purchase obligations
|
303.9
|
|
|
242.2
|
|
|
50.2
|
|
|
3.7
|
|
|
7.8
|
|
|||||
Operating leases and charter agreements
|
204.5
|
|
|
42.1
|
|
|
52.8
|
|
|
35.3
|
|
|
74.3
|
|
|||||
Finance lease obligations
|
0.5
|
|
|
0.3
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
586.6
|
|
|
—
|
|
|
—
|
|
|
586.6
|
|
|
—
|
|
|||||
Interest on long-term debt and finance lease obligations (1)
|
98.3
|
|
|
18.2
|
|
|
44.7
|
|
|
35.4
|
|
|
—
|
|
|||||
Retirement benefits
|
101.7
|
|
|
11.3
|
|
|
19.9
|
|
|
20.8
|
|
|
49.7
|
|
|||||
Uncertain tax positions
|
3.6
|
|
|
0.1
|
|
|
1.2
|
|
|
—
|
|
|
2.3
|
|
|||||
Totals
|
$
|
2,221.7
|
|
|
$
|
638.4
|
|
|
$
|
558.7
|
|
|
$
|
890.5
|
|
|
$
|
134.1
|
|
|
Banana
Reporting Unit Goodwill |
|
Prepared Food Reporting Unit Goodwill |
|
Prepared Food Reporting Unit Del Monte® Trade Names and Trademarks |
||||||
Carrying value of indefinite-lived intangible assets
|
$
|
64.4
|
|
|
$
|
48.8
|
|
|
$
|
30.8
|
|
|
|
|
|
|
|
||||||
Approximate percentage by which the fair value exceeds the carrying value based on the annual impairment test as of first day of the fourth quarter
|
9.1
|
%
|
|
2.5
|
%
|
|
6.5
|
%
|
|||
|
|
|
|
|
|
||||||
Amount that a one percentage point increase in the discount rate and a 5% decrease in cash flows would cause the carrying value to exceed the fair value and trigger an impairment
|
$
|
64.4
|
|
|
$
|
47.1
|
|
|
$
|
1.0
|
|
•
|
our beliefs regarding our market positions in our different product categories and the contributing factors to such market positions;
|
•
|
our beliefs regarding our position as a preferred supplier and our goals and anticipated methods to expand or establish such status;
|
•
|
our expectations regarding improved efficiencies and increased shipping capacity as a result of the new avocado sorting and packing facility in Mexico;
|
•
|
our expectation to continue investing in new product development to increase revenue and maintain our premium price position and market leadership in our product categories;
|
•
|
our expectations regarding expanded refrigerated offerings as a result of our joint ventures, the markets in which these joint ventures are expected to take place and the expected impact on the scale of our Del Monte® brand;
|
•
|
our expectations regarding fluctuations in financial performance of our business due to seasonality;
|
•
|
our expectations regarding the timing for full banana production in Panama;
|
•
|
our plans and strategies to expand various categories of our business in our geographic markets;
|
•
|
our expectations regarding timing for delivery of our six new refrigerated container ships and their replacement of our existing U.S. east coast fleet;
|
•
|
our belief that control of the logistics process is a competitive advantage and the factors that lead to such competitive advantage;
|
•
|
our expectations regarding the continuation of competitive pressures in the pineapple market;
|
•
|
our beliefs regarding opportunities for sales growth and development of our fresh and prepared food products in the Middle East, North Africa and Central Asian countries and the drivers of continued net sales growth across our segments;
|
•
|
our expectations and strategies for net sales growth in our respective geographic markets, including new product offerings and expansion of existing product offerings, increased sales volumes of existing products, expansion in various markets and targeting of convenience stores and foodservice trades in selected markets;
|
•
|
our beliefs regarding our compliance with laws and regulations;
|
•
|
our expectations regarding our capital expenditures, including expected payments with respect to our shipbuilding program, and the anticipated benefits of these capital expenditures to our businesses;
|
•
|
our expectations regarding sources of funding for capital expenditures;
|
•
|
our belief that our cash on hand, capacity available under our Revolving 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 accounting matters related to losses on foreign currency hedges;
|
•
|
our expectation that a significant portion of our revenues will continue to be derived from a relatively small number of customers and our beliefs regarding the factors that go into the purchase decisions of such customers;
|
•
|
our expectations that the Mann Packing acquisition will continue to provide us with synergies and enhance our ability to better serve our combined customers and address consumers’ needs for healthier products;
|
•
|
our expectations regarding estimated liabilities related to environmental cleanup;
|
•
|
our expectations regarding voting practices of our principal shareholders;
|
•
|
our beliefs regarding trends in consumer demand and factors that provide differentiation;
|
•
|
our beliefs regarding certain trends such as the increase of outsourcing of on-premises fresh-cut operations by food retailers, its benefit to large branded suppliers like us and our opportunity to capitalize on such trends;
|
•
|
our belief regarding factors that make it relatively difficult to enter the pineapple and non-tropical fruit markets;
|
•
|
our belief that our principal competitive opportunity is to capitalize on the growing trend of retail chains and independent grocers to outsource their own on-premises fresh-cut operations;
|
•
|
our beliefs regarding our sales strategy and its ability to position us to increase our market share of the fresh-cut produce market;
|
•
|
our beliefs regarding the increasing emphasis on food safety issues, which could result in our business and operations being subject to increasingly stringent food safety regulations or guidelines;
|
•
|
our belief that our overall relationship with our employees and unions is satisfactory;
|
•
|
our belief regarding the adequacy of our insurance;
|
•
|
our belief that the increasing consolidation among food retailers may contribute to downward pressure on our sales prices; and
|
•
|
our expectations and estimates regarding certain tax and accounting matters, including the impact on our financial statements.
|
•
|
our ability to successfully execute our plan to stabilize our core business, diversify our business and transform our business to a value-added business;
|
•
|
the impact of governmental trade restrictions, including adverse governmental regulation that may impact our ability to access certain markets such as uncertainty surrounding Brexit, including spillover effects to other Eurozone countries;
|
•
|
changes in consumer preferences or consumer demand for branded products such as ours;
|
•
|
our ability to accurately predict trends, such as the increase of outsourcing of on-premises fresh-cut operations by food retailers;
|
•
|
damage to our reputation or brand names or negative publicity about our products;
|
•
|
loss of brand relevance or increased private label use;
|
•
|
product quality, labeling, or safety concerns;
|
•
|
exposure to product liability claims and associated regulatory and legal actions, product recalls or other legal proceedings relating to our business;
|
•
|
labor disruptions, strikes or work stoppages;
|
•
|
economic crises or a decline in general economic conditions;
|
•
|
product and raw materials supplies and pricing, as well as prices for petroleum-based products and packaging materials;
|
•
|
the impact of pricing and other actions by our competitors, particularly during periods of low consumer confidence and spending levels;
|
•
|
the impact of crop disease, such as vascular diseases, one of which is known as Tropical Race 4, or TR4 (also known as Panama Disease), which can destroy banana crops and was recently discovered in Latin America banana plantations;
|
•
|
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;
|
•
|
the impact of severe weather conditions, such as flooding, or natural disasters, such as earthquakes, on crop quality and yields and on our ability to grow, procure or export our products;
|
•
|
disruptions or issues affecting our production facilities or complex logistics network;
|
•
|
the availability of sufficient labor during peak growing and harvesting seasons;
|
•
|
the impact of foreign currency fluctuations;
|
•
|
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;
|
•
|
our ability to generate a sufficient amount of cash to service our indebtedness and fund our operations;
|
•
|
the continued ability of our distributors and suppliers to have access to sufficient liquidity to fund their operations;
|
•
|
our ability to successfully integrate acquisitions into our operations, including Mann Packing;
|
•
|
the success of our joint ventures;
|
•
|
our ability to successfully manage the risks associated with international operations, including risks relating to political or economic conditions, inflation, tax laws, currency restrictions and exchange rate fluctuations, legal or judicial systems;
|
•
|
the impact of impairment or other charges associated with exit activities, crop or facility damage or otherwise;
|
•
|
the timing and cost of resolution of pending and future legal and environmental proceedings or investigations;
|
•
|
the adequacy of the insurance we maintain;
|
•
|
our ability to successfully estimate the impact of certain accounting and tax matters, including the effect on our company of adopting certain accounting pronouncements.
|
•
|
the impact of changes in tax accounting or tax laws (or interpretations thereof), and the impact of settlements of adjustments proposed by the Internal Revenue Service or other taxing authorities in connection with our tax audits; and
|
•
|
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.
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Page
|
Internal Control over Financial Reporting
|
|
|
|
|
|
Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Financial Statement Schedule
|
|
|
|
|
Valuation of Goodwill and Indefinite-lived Intangible Assets
|
Description of the Matter
|
At December 27, 2019, the Company’s goodwill and indefinite-lived intangible assets were $455.4 million. As discussed in Note 2 to the consolidated financial statements, goodwill and indefinite-lived intangible assets are tested for impairment at least annually, at the reporting unit level. The carrying values of the banana reporting unit’s goodwill, the prepared food reporting unit’s goodwill, and the Del Monte® prepared food reporting unit’s trade names and trademarks are $64.4 million, $48.8 million and $30.8 million, respectively as of December 27, 2019. Note 6 to the consolidated financial statements discloses the sensitivity of fair value of these assets to changes in assumptions and underlying data used by the Company in their impairment accounting model including differences between estimated and actual cash flows and in discount rates used. The Company measured the fair value of the goodwill using an income approach and the fair value of trade names and trademarks using a royalty savings method.
Auditing the Company’s annual impairment test related to the banana reporting unit’s goodwill, the prepared food reporting unit’s goodwill, and the Del Monte® prepared food reporting unit’s trade names and trademarks was complex and required the involvement of our specialists due to the judgmental nature of the assumptions used in the valuation models described above. Moreover, these reporting units are more sensitive to the differences between estimated and actual cash flows, and changes in discount and royalty rates used to evaluate the fair value of these assets. Assumptions related to estimated cash flows (specifically sales and cost of products sold and long-term growth rates for sales and cost of products sold) are judgmental as they are affected by expectations about future market or economic conditions, which can vary significantly and depend on market forces and events outside of the Company’s control.
|
How We Addressed the Matter in our Audit
|
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s impairment review process related to the banana reporting unit’s goodwill, the prepared food reporting unit’s goodwill, and the Del Monte® prepared food reporting unit’s trade names and trademarks, including controls over management’s review of the significant assumptions described above.
To test the estimated fair value of the Company’s banana reporting unit’s goodwill, prepared food reporting unit’s goodwill, and the Del Monte® prepared food reporting unit’s trade names and trademarks, our audit procedures included, among others, evaluating the methodologies used, the significant assumptions discussed above, and the underlying data used by the Company. Such data includes historical sales and cost data, go forward business plans and planned capital expenditures, as well as data from comparable companies. We involved our valuation specialists to assist in our procedures and to independently evaluate the reasonableness of the ranges for the discount and royalty rates. We compared the significant assumptions to current industry and economic trends, as well as market factor changes, to the Company’s business model, and other relevant factors. We assessed the historical accuracy of management’s estimates by comparing them to actual operating results and performed sensitivity analyses of the significant assumptions described above to evaluate the impact on the fair value of the banana reporting unit’s goodwill, the prepared food reporting unit’s goodwill and the Del Monte® prepared food reporting unit’s trade names and trademarks. We also tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company.
|
|
December 27,
2019 |
|
December 28,
2018 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
33.3
|
|
|
$
|
21.3
|
|
Trade accounts receivable, net of allowance of
$19.6 and $14.6, respectively
|
363.9
|
|
|
378.3
|
|
||
Other accounts receivable, net of allowance of
$3.4 and $7.2, respectively
|
75.1
|
|
|
95.2
|
|
||
Inventories, net
|
551.8
|
|
|
565.3
|
|
||
Assets held for sale
|
7.6
|
|
|
45.4
|
|
||
Prepaid expenses and other current assets
|
19.8
|
|
|
33.3
|
|
||
Total current assets
|
1,051.5
|
|
|
1,138.8
|
|
||
|
|
|
|
||||
Investments in and advances to unconsolidated companies
|
1.9
|
|
|
6.1
|
|
||
Property, plant and equipment, net
|
1,403.2
|
|
|
1,392.2
|
|
||
Operating lease right-of-use asset
|
162.1
|
|
|
—
|
|
||
Goodwill
|
423.7
|
|
|
423.4
|
|
||
Intangible assets, net
|
158.2
|
|
|
166.9
|
|
||
Deferred income taxes
|
100.3
|
|
|
68.1
|
|
||
Other noncurrent assets
|
49.0
|
|
|
59.7
|
|
||
Total assets
|
$
|
3,349.9
|
|
|
$
|
3,255.2
|
|
|
|
|
|
||||
Liabilities and shareholders' equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued expenses
|
$
|
522.2
|
|
|
$
|
576.6
|
|
Current maturities of debt and finance leases
|
0.3
|
|
|
0.5
|
|
||
Current maturities of operating leases
|
32.5
|
|
|
—
|
|
||
Income taxes and other taxes payable
|
7.9
|
|
|
8.9
|
|
||
Total current liabilities
|
562.9
|
|
|
586.0
|
|
||
|
|
|
|
||||
Long-term debt and finance leases
|
586.8
|
|
|
661.9
|
|
||
Operating leases, less current maturities
|
102.7
|
|
|
—
|
|
||
Retirement benefits
|
98.1
|
|
|
91.3
|
|
||
Other noncurrent liabilities
|
70.9
|
|
|
53.4
|
|
||
Deferred income taxes
|
129.5
|
|
|
93.0
|
|
||
Total liabilities
|
1,550.9
|
|
|
1,485.6
|
|
||
Commitments and contingencies (See note 16)
|
|
|
|
|
|
||
Redeemable noncontrolling interest
|
55.3
|
|
|
51.8
|
|
||
Shareholders' equity:
|
|
|
|
|
|
||
Preferred shares, $0.01 par value; 50,000,000 shares
authorized; none issued or outstanding
|
—
|
|
|
—
|
|
||
Ordinary shares, $0.01 par value; 200,000,000 shares
authorized; 48,014,628 and 48,442,296 issued and outstanding, respectively
|
0.5
|
|
|
0.5
|
|
||
Paid-in capital
|
531.4
|
|
|
527.1
|
|
||
Retained earnings
|
1,252.7
|
|
|
1,206.0
|
|
||
Accumulated other comprehensive loss
|
(65.4
|
)
|
|
(41.6
|
)
|
||
Total Fresh Del Monte Produce Inc. shareholders' equity
|
1,719.2
|
|
|
1,692.0
|
|
||
Noncontrolling interests
|
24.5
|
|
|
25.8
|
|
||
Total shareholders' equity
|
1,743.7
|
|
|
1,717.8
|
|
||
Total liabilities, redeemable noncontrolling interest and shareholders' equity
|
$
|
3,349.9
|
|
|
$
|
3,255.2
|
|
|
Year ended
|
||||||||||
|
December 27,
2019 |
|
December 28,
2018 |
|
December 29,
2017 |
||||||
Net sales
|
$
|
4,489.0
|
|
|
$
|
4,493.9
|
|
|
$
|
4,085.9
|
|
Cost of products sold
|
4,188.4
|
|
|
4,214.1
|
|
|
3,754.3
|
|
|||
Gross profit
|
300.6
|
|
|
279.8
|
|
|
331.6
|
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
195.7
|
|
|
194.7
|
|
|
173.2
|
|
|||
(Gain) loss on disposal of property, plant and equipment
|
(18.6
|
)
|
|
(7.1
|
)
|
|
3.0
|
|
|||
Goodwill and trademarks impairment charges
|
0.3
|
|
|
11.3
|
|
|
0.9
|
|
|||
Asset impairment and other charges, net
|
9.1
|
|
|
42.3
|
|
|
1.8
|
|
|||
Operating income
|
114.1
|
|
|
38.6
|
|
|
152.7
|
|
|||
|
|
|
|
|
|
||||||
Interest expense
|
25.4
|
|
|
23.6
|
|
|
6.4
|
|
|||
Interest income
|
1.1
|
|
|
0.9
|
|
|
0.8
|
|
|||
Other (income) expense, net
|
(0.9
|
)
|
|
15.7
|
|
|
3.0
|
|
|||
Income before income taxes
|
90.7
|
|
|
0.2
|
|
|
144.1
|
|
|||
|
|
|
|
|
|
||||||
Provision for income taxes
|
21.4
|
|
|
16.1
|
|
|
24.9
|
|
|||
Net income (loss)
|
$
|
69.3
|
|
|
$
|
(15.9
|
)
|
|
$
|
119.2
|
|
|
|
|
|
|
|
||||||
Less: Net income (loss) attributable to redeemable and
noncontrolling interests
|
2.8
|
|
|
6.0
|
|
|
(1.6
|
)
|
|||
Net income (loss) attributable to
Fresh Del Monte Produce Inc.
|
$
|
66.5
|
|
|
$
|
(21.9
|
)
|
|
$
|
120.8
|
|
|
|
|
|
|
|
||||||
Net income (loss) per ordinary share attributable to
Fresh Del Monte Produce Inc. - Basic
|
$
|
1.38
|
|
|
$
|
(0.45
|
)
|
|
$
|
2.40
|
|
|
|
|
|
|
|
||||||
Net income (loss) per ordinary share attributable to
Fresh Del Monte Produce Inc. - Diluted
|
$
|
1.37
|
|
|
$
|
(0.45
|
)
|
|
$
|
2.39
|
|
|
|
|
|
|
|
||||||
Dividends declared per ordinary share
|
$
|
0.14
|
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
|
|
|
|
|
||||||
Weighted average number of ordinary shares:
|
|
|
|
|
|
|
|
||||
Basic
|
48,291,345
|
|
|
48,625,175
|
|
|
50,247,881
|
|
|||
Diluted
|
48,394,113
|
|
|
48,625,175
|
|
|
50,588,708
|
|
|
Year ended
|
||||||||||
|
December 27, 2019
|
|
December 28, 2018
|
|
December 29, 2017
|
||||||
Net income (loss)
|
$
|
69.3
|
|
|
$
|
(15.9
|
)
|
|
$
|
119.2
|
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Net unrealized loss on derivatives, net of tax
|
(19.7
|
)
|
|
(4.4
|
)
|
|
(6.8
|
)
|
|||
Net unrealized foreign currency translation (loss) gain
|
(0.9
|
)
|
|
(8.2
|
)
|
|
18.7
|
|
|||
Net change in retirement benefit adjustment, net of tax
|
(3.2
|
)
|
|
1.6
|
|
|
1.7
|
|
|||
Comprehensive income (loss)
|
45.5
|
|
|
(26.9
|
)
|
|
132.8
|
|
|||
Less: comprehensive income (loss) attributable to redeemable and noncontrolling interests
|
2.8
|
|
|
6.0
|
|
|
(1.6
|
)
|
|||
Comprehensive income (loss) attributable to Fresh Del Monte Produce Inc.
|
$
|
42.7
|
|
|
$
|
(32.9
|
)
|
|
$
|
134.4
|
|
|
Year ended
|
||||||||||
|
December 27,
2019 |
|
December 28,
2018 |
|
December 29,
2017 |
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
69.3
|
|
|
$
|
(15.9
|
)
|
|
$
|
119.2
|
|
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
97.9
|
|
|
100.5
|
|
|
79.9
|
|
|||
Amortization of debt issuance costs
|
1.0
|
|
|
0.7
|
|
|
0.5
|
|
|||
Share-based compensation expense
|
8.4
|
|
|
11.5
|
|
|
12.1
|
|
|||
Goodwill and trademark impairment charges
|
0.3
|
|
|
11.3
|
|
|
0.9
|
|
|||
Asset impairment charges, net
|
8.1
|
|
|
35.1
|
|
|
3.7
|
|
|||
Change in uncertain tax positions
|
(0.8
|
)
|
|
—
|
|
|
0.7
|
|
|||
(Gain) loss on disposal of property, plant and equipment, net
|
(18.6
|
)
|
|
(7.1
|
)
|
|
3.0
|
|
|||
Equity loss of unconsolidated companies
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Deferred income taxes
|
5.2
|
|
|
3.6
|
|
|
1.6
|
|
|||
Foreign currency translation adjustment
|
6.2
|
|
|
(5.7
|
)
|
|
9.6
|
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
||||
Receivables
|
22.1
|
|
|
(2.4
|
)
|
|
(16.9
|
)
|
|||
Inventories
|
8.1
|
|
|
(2.8
|
)
|
|
(49.4
|
)
|
|||
Prepaid expenses and other current assets
|
8.0
|
|
|
(7.6
|
)
|
|
9.8
|
|
|||
Accounts payable and accrued expenses
|
(53.3
|
)
|
|
131.3
|
|
|
27.0
|
|
|||
Other noncurrent assets and liabilities
|
7.2
|
|
|
(5.9
|
)
|
|
(7.6
|
)
|
|||
Net cash provided by operating activities
|
169.1
|
|
|
246.6
|
|
|
194.2
|
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
|
|
||||
Capital expenditures
|
(122.3
|
)
|
|
(150.5
|
)
|
|
(138.5
|
)
|
|||
Investments in unconsolidated companies
|
—
|
|
|
(4.2
|
)
|
|
—
|
|
|||
Proceeds from sales of property, plant and equipment
|
69.4
|
|
|
17.4
|
|
|
4.7
|
|
|||
Proceeds from sale of investment
|
0.7
|
|
|
—
|
|
|
—
|
|
|||
Purchase of businesses, net of cash aquired
|
—
|
|
|
(357.5
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(52.2
|
)
|
|
(494.8
|
)
|
|
(133.8
|
)
|
|||
|
|
|
|
|
|
||||||
Financing activities:
|
|
|
|
|
|
|
|
||||
Proceeds from long-term debt
|
736.4
|
|
|
1,103.1
|
|
|
800.2
|
|
|||
Payments on long-term debt
|
(814.1
|
)
|
|
(798.6
|
)
|
|
(673.3
|
)
|
|||
Distributions to noncontrolling interests, net
|
(4.8
|
)
|
|
(2.7
|
)
|
|
(4.6
|
)
|
|||
Proceeds from stock options exercised
|
1.1
|
|
|
0.8
|
|
|
1.6
|
|
|||
Repurchase and retirement of ordinary shares
|
(17.9
|
)
|
|
(29.4
|
)
|
|
(142.0
|
)
|
|||
Share-based awards settled in cash for taxes
|
(2.9
|
)
|
|
(2.2
|
)
|
|
(5.6
|
)
|
|||
Dividends paid
|
(6.7
|
)
|
|
(29.0
|
)
|
|
(30.1
|
)
|
|||
Net cash (used) provided by financing activities
|
(108.9
|
)
|
|
242.0
|
|
|
(53.8
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash
|
4.0
|
|
|
2.4
|
|
|
(1.6
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
12.0
|
|
|
(3.8
|
)
|
|
5.0
|
|
|||
Cash and cash equivalents, beginning
|
21.3
|
|
|
25.1
|
|
|
20.1
|
|
|||
Cash and cash equivalents, ending
|
$
|
33.3
|
|
|
$
|
21.3
|
|
|
$
|
25.1
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
|
|
||||
Cash paid for interest
|
$
|
23.2
|
|
|
$
|
19.3
|
|
|
$
|
5.8
|
|
Cash paid for income taxes
|
$
|
9.8
|
|
|
$
|
17.0
|
|
|
$
|
12.3
|
|
|
|
|
|
|
|
||||||
Non-cash financing and investing activities:
|
|
|
|
|
|
|
|
||||
Right-of-use assets obtained in exchange for new operating lease obligations
|
$
|
40.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Retirement of ordinary shares
|
$
|
17.9
|
|
|
$
|
29.4
|
|
|
$
|
142.0
|
|
Purchases of assets under financing lease obligations
|
$
|
0.4
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Dividends on restricted stock units
|
$
|
(0.3
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(0.7
|
)
|
Sale of an investment
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Ordinary Shares Outstanding
|
|
Ordinary Shares
|
|
Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Fresh Del Monte Produce Inc. Shareholders' Equity
|
|
Noncontrolling Interests
|
|
Total Shareholders'
Equity
|
|
Redeemable Noncontrolling Interest
|
|||||||||||||||||
Balance at December 30, 2016
|
51,256,906
|
|
|
$
|
0.5
|
|
|
$
|
549.7
|
|
|
$
|
1,285.8
|
|
|
$
|
(44.2
|
)
|
|
$
|
1,791.8
|
|
|
$
|
24.6
|
|
|
$
|
1,816.4
|
|
|
$
|
—
|
|
Exercises of stock options
|
59,000
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|
|
|
||||||||
Issuance of restricted stock awards
|
14,294
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
||||||||
Issuance of restricted stock units
|
251,303
|
|
|
—
|
|
|
0.7
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
||||||||
Share-based payment expense
|
—
|
|
|
—
|
|
|
12.1
|
|
|
—
|
|
|
—
|
|
|
12.1
|
|
|
—
|
|
|
12.1
|
|
|
|
|
||||||||
Cumulative effect adjustment of ASU 2016-09 related to share-based payment simplification
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
||||||||
Capital distribution to non-controlling interest
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
1.0
|
|
|
0.6
|
|
|
|
|
||||||||
Repurchase and retirement of ordinary shares
|
(2,822,022
|
)
|
|
—
|
|
|
(41.4
|
)
|
|
(100.6
|
)
|
|
—
|
|
|
(142.0
|
)
|
|
—
|
|
|
(142.0
|
)
|
|
|
|
||||||||
Dividend declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(30.1
|
)
|
|
—
|
|
|
(30.1
|
)
|
|
(0.2
|
)
|
|
(30.3
|
)
|
|
|
|
||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
120.8
|
|
|
—
|
|
|
120.8
|
|
|
(1.6
|
)
|
|
119.2
|
|
|
|
|
||||||||
Unrealized loss on derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
|
(6.8
|
)
|
|
—
|
|
|
(6.8
|
)
|
|
|
|
||||||||
Net unrealized foreign currency translation gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.7
|
|
|
18.7
|
|
|
—
|
|
|
18.7
|
|
|
|
|
||||||||
Change in retirement benefit adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
1.7
|
|
|
|
|
|
1.7
|
|
|
|
|
||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
134.4
|
|
|
(1.6
|
)
|
|
132.8
|
|
|
—
|
|
||||||||
Balance at December 29, 2017
|
48,759,481
|
|
|
$
|
0.5
|
|
|
$
|
522.5
|
|
|
$
|
1,275.0
|
|
|
$
|
(30.6
|
)
|
|
$
|
1,767.4
|
|
|
$
|
23.8
|
|
|
$
|
1,791.2
|
|
|
$
|
—
|
|
Exercises of stock options
|
38,500
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|
|
|
||||||||
Issuance of restricted stock awards
|
22,991
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
||||||||
Issuance of restricted stock units
|
351,856
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
||||||||
Share-based payment expense
|
—
|
|
|
—
|
|
|
11.5
|
|
|
—
|
|
|
—
|
|
|
11.5
|
|
|
—
|
|
|
11.5
|
|
|
|
|
||||||||
Cumulative effect adjustment of ASU 2016-16 related to deferred tax on trademarks
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.2
|
|
|
|
|
||||||||
Cumulative effect adjustment of ASC 606 related to revenue recognition transition
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
|
|
||||||||
Capital contribution from, distribution to noncontrolling interests
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.4
|
|
|
0.9
|
|
|
|
|
||||||||
Fair value of redeemable noncontrolling interest resulting from business combination
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47.4
|
|
||||||||
Repurchase and retirement of ordinary shares
|
(730,532
|
)
|
|
—
|
|
|
(8.6
|
)
|
|
(20.8
|
)
|
|
—
|
|
|
(29.4
|
)
|
|
—
|
|
|
(29.4
|
)
|
|
|
|
||||||||
Dividend declared
|
—
|
|
|
—
|
|
|
0.3
|
|
|
(29.4
|
)
|
|
—
|
|
|
(29.1
|
)
|
|
—
|
|
|
(29.1
|
)
|
|
|
|
||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.9
|
)
|
|
—
|
|
|
(21.9
|
)
|
|
1.6
|
|
|
(20.3
|
)
|
|
4.4
|
|
||||||||
Unrealized loss on derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.4
|
)
|
|
(4.4
|
)
|
|
—
|
|
|
(4.4
|
)
|
|
|
|
||||||||
Net unrealized foreign currency translation loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.2
|
)
|
|
(8.2
|
)
|
|
—
|
|
|
(8.2
|
)
|
|
|
|
||||||||
Change in retirement benefit adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
1.6
|
|
|
|
|
|
1.6
|
|
|
|
|
||||||||
Comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32.9
|
)
|
|
1.6
|
|
|
(31.3
|
)
|
|
4.4
|
|
||||||||
Balance at December 28, 2018
|
48,442,296
|
|
|
$
|
0.5
|
|
|
$
|
527.1
|
|
|
$
|
1,206.0
|
|
|
$
|
(41.6
|
)
|
|
$
|
1,692.0
|
|
|
$
|
25.8
|
|
|
$
|
1,717.8
|
|
|
$
|
51.8
|
|
Exercises of stock options
|
50,250
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
||||||||
Issuance of restricted stock awards
|
33,721
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of restricted stock units
|
211,423
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based payment expense
|
—
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
||||||||
Cumulative effect adjustment of ASC 842 related to leases
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
||||||||
Capital distribution to non-controlling interest
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
(0.6
|
)
|
|
(0.1
|
)
|
||||||||
Repurchase and retirement of ordinary shares
|
(723,062
|
)
|
|
—
|
|
|
(5.4
|
)
|
|
(12.5
|
)
|
|
—
|
|
|
(17.9
|
)
|
|
—
|
|
|
(17.9
|
)
|
|
—
|
|
||||||||
Dividend declared
|
—
|
|
|
—
|
|
|
0.3
|
|
|
(6.7
|
)
|
|
—
|
|
|
(6.4
|
)
|
|
—
|
|
|
(6.4
|
)
|
|
—
|
|
||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
66.5
|
|
|
—
|
|
|
66.5
|
|
|
(0.8
|
)
|
|
65.7
|
|
|
3.6
|
|
||||||||
Unrealized loss on derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.7
|
)
|
|
(19.7
|
)
|
|
—
|
|
|
(19.7
|
)
|
|
—
|
|
||||||||
Net unrealized foreign currency translation loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
||||||||
Change in retirement benefit adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
|
(3.2
|
)
|
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
||||||||
Comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42.7
|
|
|
(0.8
|
)
|
|
41.9
|
|
|
3.6
|
|
|||||||||
Balance at December 27, 2019
|
48,014,628
|
|
|
$
|
0.5
|
|
|
$
|
531.4
|
|
|
$
|
1,252.7
|
|
|
$
|
(65.4
|
)
|
|
$
|
1,719.2
|
|
|
$
|
24.5
|
|
|
$
|
1,743.7
|
|
|
$
|
55.3
|
|
|
December 27, 2019
|
|
December 28, 2018
|
||||
Finished goods
|
$
|
203.5
|
|
|
$
|
217.4
|
|
Raw materials and packaging supplies
|
155.8
|
|
|
167.0
|
|
||
Growing crops
|
192.5
|
|
|
180.9
|
|
||
Total inventories
|
$
|
551.8
|
|
|
$
|
565.3
|
|
|
Long-lived
and other asset impairment |
|
Exit activity and other
charges (credits) |
|
Total
|
||||||
Bananas segment:
|
|
|
|
|
|
||||||
Philippine exit activities of certain low-yield areas
|
$
|
4.7
|
|
|
$
|
—
|
|
|
$
|
4.7
|
|
Philippine previously announced exit activities of certain areas
|
—
|
|
|
0.5
|
|
|
0.5
|
|
|||
Fresh and value-added products segment:
|
|
|
|
|
|
||||||
Impairment of equity investment(1)
|
2.9
|
|
|
—
|
|
|
2.9
|
|
|||
North America vegetable product recall
|
—
|
|
|
0.5
|
|
|
0.5
|
|
|||
Other fresh and value-added products segment charges
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||
Total asset impairment and other charges, net
|
$
|
8.1
|
|
|
$
|
1.0
|
|
|
$
|
9.1
|
|
|
Long-lived
and other asset impairment |
|
Exit activity and other charges (credits) |
|
Total
|
||||||
Bananas segment:
|
|
|
|
|
|
||||||
Philippine exit activities of certain low-yield areas
|
$
|
30.0
|
|
|
$
|
2.3
|
|
|
$
|
32.3
|
|
Underutilized assets in Central America
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|||
Cost reduction initiatives in Central America
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|||
Fresh and value-added products segment:
|
|
|
|
|
|
||||||
Chile severance due to restructuring as a result of cost reduction initiatives
|
—
|
|
|
2.4
|
|
|
2.4
|
|
|||
Underutilized assets in Central America
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||
Acquisition costs(2)
|
—
|
|
|
4.1
|
|
|
4.1
|
|
|||
Tomato production assets held for sale in the United States
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|||
Other fresh and value-added segment credits
|
—
|
|
|
(1.6
|
)
|
|
(1.6
|
)
|
|||
Total asset impairment and other charges, net
|
$
|
35.1
|
|
|
$
|
7.2
|
|
|
$
|
42.3
|
|
|
Long-lived
and other asset impairment |
|
Exit activity
and other
charges (credits)
|
|
Total
|
||||||
Bananas segment:
|
|
|
|
|
|
||||||
Philippine floods
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
Underutilized assets in Central America
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|||
Fresh and value-added products segment:
|
|
|
|
|
|
|
|
|
|||
Chile insurance recoveries on current and previously announced floods
|
—
|
|
|
(3.4
|
)
|
|
(3.4
|
)
|
|||
Chile floods
|
0.8
|
|
|
1.0
|
|
|
1.8
|
|
|||
Write-off of investment venture in Africa
|
1.5
|
|
|
—
|
|
|
1.5
|
|
|||
Other fresh and value-added products segment charges
|
—
|
|
|
0.5
|
|
|
0.5
|
|
|||
Total asset impairment and other charges (credits), net
|
$
|
3.7
|
|
|
$
|
(1.9
|
)
|
|
$
|
1.8
|
|
|
December 28,
2018 |
||
Assets acquired
|
|
||
Current assets:
|
|
||
Cash and cash equivalents
|
$
|
1.4
|
|
Trade accounts receivable, net of allowance
|
37.0
|
|
|
Other accounts receivable, net of allowance
|
5.3
|
|
|
Inventories, net
|
23.8
|
|
|
Prepaid expenses and other current assets
|
3.9
|
|
|
Total current assets
|
71.4
|
|
|
|
|
||
|
|
||
Property, plant and equipment, net
|
96.2
|
|
|
Definite-lived intangible assets, net
|
139.8
|
|
|
Goodwill
|
162.0
|
|
|
Total assets acquired
|
$
|
469.4
|
|
Liabilities assumed
|
|
|
|
Current liabilities:
|
|
|
|
Accounts payable and accrued expenses
|
64.8
|
|
|
Total liabilities assumed
|
64.8
|
|
|
|
|
||
Less: Redeemable noncontrolling interest
|
47.4
|
|
|
|
|
||
Net assets acquired
|
$
|
357.2
|
|
|
Period from February 27, 2018 to December 28, 2018
|
||
Net sales
|
$
|
488.6
|
|
Net (loss) income attributable to
Fresh Del Monte Produce, Inc.
|
$
|
(1.7
|
)
|
|
|
Year ended
|
|
||
|
|
December 28,
2018 |
|
||
Net sales
|
|
$
|
4,573.1
|
|
|
|
|
|
|
||
Net (loss) income attributable to
Fresh Del Monte Produce, Inc.
|
|
$
|
(18.6
|
)
|
(1)
|
|
December 27, 2019
|
|
December 28, 2018
|
||||
Land and land improvements
|
$
|
704.4
|
|
|
$
|
702.9
|
|
Buildings and leasehold improvements
|
610.5
|
|
|
586.0
|
|
||
Machinery and equipment
|
611.4
|
|
|
603.6
|
|
||
Maritime equipment (including containers)
|
115.8
|
|
|
117.2
|
|
||
Furniture, fixtures and office equipment
|
99.8
|
|
|
97.2
|
|
||
Automotive equipment
|
80.0
|
|
|
77.1
|
|
||
Construction-in-progress
|
200.4
|
|
|
159.2
|
|
||
|
2,422.3
|
|
|
2,343.2
|
|
||
Less: accumulated depreciation and amortization
|
(1,019.1
|
)
|
|
(951.0
|
)
|
||
Property, plant and equipment, net
|
$
|
1,403.2
|
|
|
$
|
1,392.2
|
|
|
December 27, 2019
|
|
December 28, 2018
|
||||
Goodwill
|
$
|
423.7
|
|
|
$
|
423.4
|
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
||
Trademarks
|
31.7
|
|
|
31.9
|
|
||
Definite-lived intangible assets:
|
|
|
|
|
|
||
Definite-lived intangible assets
|
150.4
|
|
|
150.4
|
|
||
Accumulated amortization
|
(23.9
|
)
|
|
(15.4
|
)
|
||
Definite-lived intangible assets, net
|
126.5
|
|
|
135.0
|
|
||
Goodwill and other intangible assets, net
|
$
|
581.9
|
|
|
$
|
590.3
|
|
|
Bananas
|
|
Fresh and Value-Added Products
|
|
Totals
|
||||||
Balance at December 29, 2017
|
$
|
64.7
|
|
|
$
|
197.2
|
|
|
$
|
261.9
|
|
|
|
|
|
|
|
||||||
Foreign exchange and other
|
$
|
(0.2
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(0.5
|
)
|
Acquisition of Mann Packing(1)
|
$
|
—
|
|
|
$
|
162.0
|
|
|
$
|
162.0
|
|
Balance at December 28, 2018
|
$
|
64.5
|
|
|
$
|
358.9
|
|
|
$
|
423.4
|
|
|
|
|
|
|
|
||||||
Foreign exchange and other
|
$
|
(0.1
|
)
|
|
$
|
0.4
|
|
|
$
|
0.3
|
|
Balance at December 27, 2019
|
$
|
64.4
|
|
|
$
|
359.3
|
|
|
$
|
423.7
|
|
|
Banana
Reporting Unit Goodwill |
|
Prepared Food Reporting Unit Goodwill |
|
Prepared Food Reporting Unit Del Monte® Trade Names and Trademarks |
||||||
Carrying value of indefinite-lived intangible assets
|
$
|
64.4
|
|
|
$
|
48.8
|
|
|
$
|
30.8
|
|
|
|
|
|
|
|
||||||
Approximate percentage by which the fair value exceeds the carrying value based on the annual impairment test as of first day of the fourth quarter
|
9.1
|
%
|
|
2.5
|
%
|
|
6.5
|
%
|
|||
|
|
|
|
|
|
||||||
Amount that a one percentage point increase in the discount rate and a 5% decrease in cash flows would cause the carrying value to exceed the fair value and trigger an impairment
|
$
|
64.4
|
|
|
$
|
47.1
|
|
|
$
|
1.0
|
|
Year
|
Estimated Amortization Expense
|
2020
|
8.0
|
2021
|
7.8
|
2022
|
7.8
|
2023
|
6.9
|
2024
|
6.5
|
|
December 27,
2019 |
|
December 28,
2018 |
||||||||||||
|
Current
|
|
Noncurrent
|
|
Current
|
|
Noncurrent
|
||||||||
Gross advances to growers and suppliers
|
$
|
39.7
|
|
|
$
|
2.4
|
|
|
$
|
51.9
|
|
|
$
|
3.7
|
|
Allowance for advances to growers and suppliers
|
(1.9
|
)
|
|
(0.1
|
)
|
|
(2.1
|
)
|
|
(0.7
|
)
|
||||
Net advances to growers and suppliers
|
$
|
37.8
|
|
|
$
|
2.3
|
|
|
$
|
49.8
|
|
|
$
|
3.0
|
|
|
Current
Status
|
|
Fully
Reserved
|
|
Total
|
||||||
Gross advances to growers and suppliers:
|
|
|
|
|
|
||||||
December 27, 2019
|
$
|
40.1
|
|
|
$
|
2.0
|
|
|
$
|
42.1
|
|
December 28, 2018
|
52.8
|
|
|
2.8
|
|
|
55.6
|
|
|
December 27, 2019
|
|
December 28, 2018
|
||||
Allowance for advances to growers and suppliers:
|
|
|
|
||||
Balance, beginning of period
|
$
|
2.8
|
|
|
$
|
2.9
|
|
Provision for uncollectible amounts
|
—
|
|
|
0.8
|
|
||
Deductions to allowance including recoveries
|
(0.7
|
)
|
|
(0.9
|
)
|
||
Balance, end of period
|
$
|
2.1
|
|
|
$
|
2.8
|
|
|
December 27,
2019 |
|
December 28, 2018
|
||||
Trade payables
|
$
|
284.9
|
|
|
$
|
330.8
|
|
Accrued fruit purchases
|
51.1
|
|
|
55.1
|
|
||
Ship and port operating expenses
|
17.0
|
|
|
18.2
|
|
||
Warehouse and distribution costs
|
23.7
|
|
|
24.2
|
|
||
Payroll and employee benefits
|
70.9
|
|
|
71.8
|
|
||
Accrued promotions
|
21.2
|
|
|
21.6
|
|
||
Other accrued expenses
|
53.4
|
|
|
54.9
|
|
||
Accounts payable and accrued expenses
|
$
|
522.2
|
|
|
$
|
576.6
|
|
|
Year ended
|
||||||||||
|
December 27, 2019
|
|
December 28, 2018
|
|
December 29, 2017
|
||||||
Current:
|
|
|
|
|
|
||||||
U.S. federal income tax
|
$
|
2.1
|
|
|
$
|
(0.4
|
)
|
|
$
|
8.4
|
|
State
|
1.9
|
|
|
0.1
|
|
|
1.5
|
|
|||
Non-U.S.
|
12.2
|
|
|
12.8
|
|
|
13.4
|
|
|||
|
16.2
|
|
|
12.5
|
|
|
23.3
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. federal income tax
|
3.0
|
|
|
2.1
|
|
|
2.1
|
|
|||
State
|
1.1
|
|
|
1.3
|
|
|
0.5
|
|
|||
Non-U.S.
|
1.1
|
|
|
0.2
|
|
|
(1.0
|
)
|
|||
|
5.2
|
|
|
3.6
|
|
|
1.6
|
|
|||
|
$
|
21.4
|
|
|
$
|
16.1
|
|
|
$
|
24.9
|
|
|
Year ended
|
||||||||||
|
December 27, 2019
|
|
December 28, 2018
|
|
December 29,
2017 |
||||||
U.S.
|
$
|
32.0
|
|
|
$
|
11.9
|
|
|
$
|
31.1
|
|
Non-U.S.
|
58.7
|
|
|
(11.7
|
)
|
|
113.0
|
|
|||
|
$
|
90.7
|
|
|
$
|
0.2
|
|
|
$
|
144.1
|
|
|
Year ended
|
||||||||||
|
December 27, 2019
|
|
December 28, 2018
|
|
December 29, 2017
|
||||||
Income tax provision (benefit) computed at the U.S. statutory federal rate
|
$
|
19.1
|
|
|
$
|
—
|
|
|
$
|
50.4
|
|
Effect of tax rates on non-U.S. operations
|
(47.4
|
)
|
|
(33.2
|
)
|
|
(67.4
|
)
|
|||
Provision for uncertain tax positions
|
0.8
|
|
|
—
|
|
|
0.7
|
|
|||
Non-deductible interest
|
1.9
|
|
|
2.3
|
|
|
2.4
|
|
|||
Foreign exchange
|
(3.7
|
)
|
|
(11.5
|
)
|
|
2.3
|
|
|||
Non-deductible intercompany charges
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|||
Non-deductible differences
|
1.8
|
|
|
0.6
|
|
|
6.0
|
|
|||
Non-taxable income/loss
|
(2.5
|
)
|
|
(1.5
|
)
|
|
0.3
|
|
|||
Non-deductible impairment charges
|
0.4
|
|
|
3.6
|
|
|
—
|
|
|||
Adjustment to deferred balances
|
—
|
|
|
0.4
|
|
|
0.1
|
|
|||
Other
|
2.4
|
|
|
2.2
|
|
|
(0.9
|
)
|
|||
Other taxes in lieu of income
|
2.9
|
|
|
2.4
|
|
|
1.8
|
|
|||
Change in deferred rate
|
7.4
|
|
|
(1.3
|
)
|
|
11.7
|
|
|||
Increase (decrease) in valuation allowance (1)
|
38.2
|
|
|
52.2
|
|
|
17.5
|
|
|||
Provision for income taxes
|
$
|
21.4
|
|
|
$
|
16.1
|
|
|
$
|
24.9
|
|
|
|
December 27,
|
|
December 28,
|
||||
Deferred tax liabilities:
|
2019
|
|
2018
|
|||||
|
Allowances and other accrued liabilities
|
$
|
(1.5
|
)
|
|
$
|
—
|
|
|
Inventories
|
(16.3
|
)
|
|
(13.7
|
)
|
||
|
Property, plant and equipment
|
(70.6
|
)
|
|
(70.2
|
)
|
||
|
Equity in earnings of unconsolidated companies
|
(0.1
|
)
|
|
(0.1
|
)
|
||
|
Pension obligations
|
(3.1
|
)
|
|
(2.5
|
)
|
||
|
Other noncurrent deferred tax liabilities
|
(12.3
|
)
|
|
(6.5
|
)
|
||
|
ROU Assets
|
$
|
(25.6
|
)
|
|
$
|
—
|
|
Total noncurrent deferred tax liabilities
|
$
|
(129.5
|
)
|
|
$
|
(93.0
|
)
|
|
|
|
|
|
|||||
Deferred tax assets:
|
|
|
|
|
|
|||
|
Allowances and other accrued assets
|
$
|
13.5
|
|
|
$
|
10.6
|
|
|
Inventories
|
5.5
|
|
|
5.6
|
|
||
|
Pension obligations
|
27.7
|
|
|
24.8
|
|
||
|
Property, plant and equipment
|
2.1
|
|
|
2.3
|
|
||
|
Post-retirement benefits other than pension
|
1.0
|
|
|
1.0
|
|
||
|
Net operating loss carryforwards
|
318.0
|
|
|
287.1
|
|
||
|
Capital loss carryover
|
1.5
|
|
|
1.6
|
|
||
|
Other noncurrent assets
|
28.5
|
|
|
26.9
|
|
||
|
Operating Lease
|
25.8
|
|
|
—
|
|
||
|
Total noncurrent deferred tax assets
|
423.6
|
|
|
359.9
|
|
||
|
Valuation allowance
|
(323.3
|
)
|
|
(291.8
|
)
|
||
|
|
|
|
|||||
Total deferred tax assets, net
|
$
|
100.3
|
|
|
$
|
68.1
|
|
|
|
|
|
|
|||||
Net deferred tax liabilities
|
$
|
(29.2
|
)
|
|
$
|
(24.9
|
)
|
Expires:
|
|
||
2020
|
$
|
19.5
|
|
2021
|
21.5
|
|
|
2022
|
25.3
|
|
|
2023
|
8.5
|
|
|
2024 and beyond
|
18.4
|
|
|
No expiration
|
1,107.4
|
|
|
|
$
|
1,200.6
|
|
|
December 27, 2019
|
|
December 28, 2018
|
|
December 29, 2017
|
||||||
Beginning balance
|
$
|
2.9
|
|
|
$
|
3.2
|
|
|
$
|
3.2
|
|
Gross decreases - tax position in prior period
|
—
|
|
|
—
|
|
|
—
|
|
|||
Gross increases - current-period tax positions
|
0.7
|
|
|
0.1
|
|
|
0.1
|
|
|||
Settlements
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|||
Lapse of statute of limitations
|
—
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|||
Foreign exchange
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|||
Ending balance
|
$
|
3.5
|
|
|
$
|
2.9
|
|
|
$
|
3.2
|
|
Classification on the Balance Sheet
|
|
December 27, 2019
|
|||
Assets
|
|
|
|
||
Operating lease assets
|
Operating lease right-of-use assets
|
|
$
|
162.1
|
|
Finance lease assets
|
Property, plant and equipment, net
|
|
1.3
|
|
|
Total lease assets
|
|
|
$
|
163.4
|
|
|
|
|
|
||
Liabilities
|
|
|
|
||
Current
|
|
|
|
||
Operating
|
Current maturities of operating leases
|
|
$
|
32.5
|
|
Finance
|
Current maturities of debt and finance leases
|
|
0.3
|
|
|
Noncurrent
|
|
|
|
||
Operating
|
Operating leases, less current maturities
|
|
102.7
|
|
|
Finance
|
Long-term debt and finance leases, less current maturities
|
|
0.2
|
|
|
Total lease liabilities
|
|
|
$
|
135.7
|
|
|
|
|
|
||
Weighted-average remaining lease term:
|
|
|
|||
Operating leases
|
|
|
8.4 years
|
|
|
Finance leases
|
|
|
1.9 years
|
|
|
Weighted-average discount rate:
|
|
|
|||
Operating leases(1)
|
|
|
8.31
|
%
|
|
Finance leases
|
|
|
4.44
|
%
|
|
|
December 27,
2019 |
||
Finance lease cost
|
|
|
||
Amortization of lease assets
|
|
$
|
0.1
|
|
Operating lease cost
|
|
$
|
92.5
|
|
Short-term lease cost
|
|
$
|
7.5
|
|
Variable lease cost
|
|
$
|
6.1
|
|
Total lease cost
|
|
$
|
106.2
|
|
|
|
December 27,
2019 |
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
||
Operating cash flows for operating leases
|
|
$
|
82.1
|
|
Financing cash flows for finance leases
|
|
$
|
0.5
|
|
|
Operating Leases
|
|
Finance Leases
|
||||
2020
|
$
|
42.1
|
|
|
$
|
0.3
|
|
2021
|
30.9
|
|
|
0.2
|
|
||
2022
|
21.9
|
|
|
—
|
|
||
2023
|
19.3
|
|
|
—
|
|
||
2024
|
16.0
|
|
|
—
|
|
||
Thereafter
|
74.3
|
|
|
—
|
|
||
Total lease payments
|
204.5
|
|
|
0.5
|
|
||
Less: imputed interest
|
69.3
|
|
|
—
|
|
||
Total lease liabilities
|
$
|
135.2
|
|
|
$
|
0.5
|
|
|
Term
|
|
Maturity
Date
|
|
Interest Rate
|
|
Borrowing
Limit
|
|
Available
Borrowings at December 27, 2019
|
||||
Bank of America credit facility
|
5.0 years
|
|
October 1, 2024
|
|
2.94%
|
|
$
|
1,100.0
|
|
|
$
|
513.4
|
|
Rabobank letter of credit facility
|
364 days
|
|
June 17, 2020
|
|
Varies
|
|
25.0
|
|
|
14.2
|
|
||
Other working capital facilities
|
Varies
|
|
Varies
|
|
Varies
|
|
23.3
|
|
|
11.4
|
|
||
|
|
|
|
|
|
|
$
|
1,148.3
|
|
|
$
|
539.0
|
|
Fiscal Years
|
Long-Term
Debt |
||
2020
|
$
|
18.2
|
|
2021
|
21.2
|
|
|
2022
|
23.5
|
|
|
2023
|
25.9
|
|
|
2024
|
596.1
|
|
|
|
684.9
|
|
|
Less: Amounts representing interest(1)
|
(98.3
|
)
|
|
|
586.6
|
|
|
Less: Current portion
|
$
|
—
|
|
|
|
||
Totals, net of current portion of long-term debt and finance lease obligations
|
$
|
586.6
|
|
|
Year ended
|
||||||||||
|
December 27, 2019
|
|
December 28, 2018
|
|
December 29, 2017
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income (loss) attributable to Fresh Del Monte
Produce Inc.
|
$
|
66.5
|
|
|
$
|
(21.9
|
)
|
|
$
|
120.8
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
|
|
|||
Weighted average number of ordinary shares -
Basic
|
48,291,345
|
|
|
48,625,175
|
|
|
50,247,881
|
|
|||
Effect of dilutive securities - share-based
employee options and awards
|
102,768
|
|
|
—
|
|
|
340,827
|
|
|||
Weighted average number of ordinary shares -
Diluted
|
48,394,113
|
|
|
48,625,175
|
|
|
50,588,708
|
|
|||
|
|
|
|
|
|
||||||
Antidilutive Options and Awards(1)
|
124,448
|
|
|
851,645
|
|
|
96,115
|
|
|||
|
|
|
|
|
|
||||||
Net income (loss) per ordinary share attributable to
|
|
|
|
|
|
|
|
|
|||
Fresh Del Monte Produce Inc.:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
1.38
|
|
|
$
|
(0.45
|
)
|
|
$
|
2.40
|
|
Diluted
|
$
|
1.37
|
|
|
$
|
(0.45
|
)
|
|
$
|
2.39
|
|
|
Changes in Accumulated Other Comprehensive (Loss) Income by Component(1)
|
||||||||||||||
|
Changes in Fair Value of Effective Cash Flow Hedges
|
|
Foreign Currency Translation Adjustment
|
|
Retirement Benefit Adjustment
|
|
Total
|
||||||||
Balance at December 29, 2017
|
$
|
(1.4
|
)
|
|
$
|
(6.7
|
)
|
|
$
|
(22.5
|
)
|
|
$
|
(30.6
|
)
|
Other comprehensive (loss) income before reclassifications
|
(0.6
|
)
|
|
(8.2
|
)
|
(2)
|
0.8
|
|
|
(8.0
|
)
|
||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
(3.8
|
)
|
|
—
|
|
|
0.8
|
|
|
(3.0
|
)
|
||||
Net current period other comprehensive (loss) income
|
(4.4
|
)
|
|
(8.2
|
)
|
|
1.6
|
|
|
(11.0
|
)
|
||||
Balance at December 28, 2018
|
$
|
(5.8
|
)
|
|
$
|
(14.9
|
)
|
|
$
|
(20.9
|
)
|
|
$
|
(41.6
|
)
|
Other comprehensive (loss) before reclassifications
|
(12.5
|
)
|
(3)
|
(0.9
|
)
|
(2)
|
(3.7
|
)
|
|
(17.1
|
)
|
||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
(7.2
|
)
|
|
—
|
|
|
0.5
|
|
|
(6.7
|
)
|
||||
Net current period other comprehensive loss
|
(19.7
|
)
|
|
(0.9
|
)
|
|
(3.2
|
)
|
|
(23.8
|
)
|
||||
Balance at December 27, 2019
|
$
|
(25.5
|
)
|
|
$
|
(15.8
|
)
|
|
$
|
(24.1
|
)
|
|
$
|
(65.4
|
)
|
|
|
December 27, 2019
|
|
December 28, 2018
|
|
|
||||
Details about accumulated other comprehensive (loss) income components
|
|
Amount reclassified from accumulated other comprehensive (loss) income
|
|
Amount reclassified from accumulated other comprehensive (loss) income
|
|
Affected line item in the statement where net income is presented
|
||||
Changes in fair value of effective cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign currency cash flow hedges
|
|
$
|
(8.1
|
)
|
|
$
|
(5.3
|
)
|
|
Net sales
|
Foreign currency cash flow hedges
|
|
(1.5
|
)
|
|
—
|
|
|
Cost of products sold
|
||
Interest rate swaps
|
|
$
|
2.4
|
|
|
$
|
1.5
|
|
|
Interest expense
|
Total
|
|
$
|
(7.2
|
)
|
|
$
|
(3.8
|
)
|
|
|
|
|
|
|
|
|
|
||||
Amortization of retirement benefits:
|
|
|
|
|
|
|
||||
Actuarial losses(1)
|
|
$
|
0.5
|
|
|
$
|
0.8
|
|
|
Other expense, net
|
Total
|
|
$
|
0.5
|
|
|
$
|
0.8
|
|
|
|
|
|
|
|
|
|
|
|
Pension plans(1)
|
|
Post-retirement plans
|
||||||||||||||||||||
|
December 27, 2019
|
|
December 28,
2018 |
|
December 27, 2019
|
|
|
December 28, 2018
|
|
||||||||||||||
|
U.S.
|
|
U.K.
|
|
U.S.
|
|
U.K.
|
|
Central America
|
|
Central America
|
||||||||||||
Change in Benefit Obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning benefit obligation
|
$
|
15.2
|
|
|
$
|
58.4
|
|
|
$
|
16.7
|
|
|
$
|
64.6
|
|
|
$
|
61.2
|
|
|
$
|
67.1
|
|
Service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.4
|
|
|
5.9
|
|
||||||
Interest cost
|
0.6
|
|
|
1.4
|
|
|
0.5
|
|
|
1.5
|
|
|
4.7
|
|
|
4.0
|
|
||||||
Actuarial (gain) loss
|
1.5
|
|
|
3.6
|
|
|
(0.7
|
)
|
|
(3.0
|
)
|
|
6.6
|
|
|
(6.6
|
)
|
||||||
Benefits paid
|
(1.3
|
)
|
|
(1.9
|
)
|
|
(1.3
|
)
|
|
(2.3
|
)
|
|
(8.1
|
)
|
|
(5.7
|
)
|
||||||
Exchange rate changes(2)
|
—
|
|
|
1.8
|
|
|
—
|
|
|
(3.8
|
)
|
|
1.3
|
|
|
(3.5
|
)
|
||||||
Settlement gain
|
—
|
|
|
(4.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Plan amendment
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
||||||
Ending benefit obligation
|
16.0
|
|
|
58.9
|
|
|
15.2
|
|
|
58.4
|
|
|
71.1
|
|
|
61.2
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning fair value
|
11.9
|
|
|
52.3
|
|
|
13.9
|
|
|
61.3
|
|
|
—
|
|
|
—
|
|
||||||
Actual return on plan assets
|
2.2
|
|
|
8.4
|
|
|
(0.9
|
)
|
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
||||||
Company contributions
|
0.2
|
|
|
1.8
|
|
|
0.2
|
|
|
1.8
|
|
|
8.1
|
|
|
5.7
|
|
||||||
Effect of settlements
|
$
|
—
|
|
|
$
|
(4.4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Benefits paid
|
(1.3
|
)
|
|
(1.9
|
)
|
|
(1.3
|
)
|
|
(2.3
|
)
|
|
(8.1
|
)
|
|
(5.7
|
)
|
||||||
Exchange rate changes(2)
|
—
|
|
|
1.8
|
|
|
—
|
|
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
||||||
Ending fair value
|
13.0
|
|
|
58.0
|
|
|
11.9
|
|
|
52.3
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued expenses (current liability)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.2
|
|
|
8.1
|
|
||||||
Retirement benefits liability (noncurrent liability)
|
3.0
|
|
|
0.9
|
|
|
3.2
|
|
|
6.0
|
|
|
62.9
|
|
|
53.1
|
|
||||||
Net amount recognized in the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consolidated Balance Sheets
|
$
|
3.0
|
|
|
$
|
0.9
|
|
|
$
|
3.2
|
|
|
$
|
6.0
|
|
|
$
|
71.1
|
|
|
$
|
61.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts recognized in Accumulated other comprehensive loss:(3)
|
|
|
|
|
|
|
|||||||||||||||||
Net actuarial loss
|
(9.3
|
)
|
|
(4.6
|
)
|
|
(9.4
|
)
|
|
(7.7
|
)
|
|
(13.1
|
)
|
|
(6.4
|
)
|
||||||
Net amount recognized in accumulated other comprehensive loss
|
$
|
(9.3
|
)
|
|
$
|
(4.6
|
)
|
|
$
|
(9.4
|
)
|
|
$
|
(7.7
|
)
|
|
$
|
(13.1
|
)
|
|
$
|
(6.4
|
)
|
(1)
|
The accumulated benefit obligation is the same as the projected benefit obligation.
|
(2)
|
The exchange rate difference included in the reconciliation of the change in benefit obligation and the change in plan assets above results from currency fluctuations of the U.S. dollar relative to the British pound for the U.K. plan and the U.S. dollar versus Central American currencies such as the Costa Rican colon and Guatemalan quetzal for the Central American plans as of December 27, 2019 and December 28, 2018, when compared to the previous year.
|
(3)
|
We had accumulated other comprehensive income of $5.9 million as of December 27, 2019 and $5.1 million as of December 28, 2018 related to the tax effect of unamortized pension gains.
|
|
Pension plans
|
|
Post-retirement plans
|
||||||||||||||||||||
|
Year ended
|
|
Year ended
|
||||||||||||||||||||
|
December 27, 2019
|
|
December 28,
2018 |
|
December 27,
2019 |
|
December 28,
2018 |
||||||||||||||||
Reconciliation of AOCI
|
U.S.
|
|
U.K.
|
|
U.S.
|
|
U.K.
|
|
Central America
|
|
Central America
|
||||||||||||
AOCI (loss) at beginning of plan year
|
$
|
(9.4
|
)
|
|
$
|
(7.7
|
)
|
|
$
|
(8.7
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
(6.4
|
)
|
|
$
|
(14.2
|
)
|
Amortization of net losses recognized during the year
|
0.4
|
|
|
0.1
|
|
|
0.4
|
|
|
(0.4
|
)
|
|
0.1
|
|
|
0.8
|
|
||||||
Net (losses) gains occurring during the year
|
(0.3
|
)
|
|
3.0
|
|
|
(1.1
|
)
|
|
(5.7
|
)
|
|
(6.6
|
)
|
|
6.6
|
|
||||||
Currency exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(0.2
|
)
|
|
0.4
|
|
||||||
AOCI (loss) at end of plan year
|
$
|
(9.3
|
)
|
|
$
|
(4.6
|
)
|
|
$
|
(9.4
|
)
|
|
$
|
(7.7
|
)
|
|
$
|
(13.1
|
)
|
|
$
|
(6.4
|
)
|
|
Pension plans
|
|
Post-retirement
plans |
||||||||
|
U.S.
|
|
U.K.
|
|
Central America
|
||||||
2020 amortization of net losses
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
Pension plans
|
|
Post-retirement plans
|
||||||||||||||||||||||||||||||||
|
Year ended
|
|
Year ended
|
||||||||||||||||||||||||||||||||
|
December 27, 2019
|
|
December 28, 2018
|
|
December 29, 2017
|
|
December 27, 2019
|
|
December 28, 2018
|
|
December 29, 2017
|
||||||||||||||||||||||||
|
U.S.
|
|
U.K.
|
|
U.S.
|
|
U.K.
|
|
U.S.
|
|
U.K.
|
|
Central
America |
|
Central America
|
|
Central
America |
||||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.4
|
|
|
$
|
5.9
|
|
|
$
|
5.6
|
|
Interest cost
|
0.6
|
|
|
1.4
|
|
|
0.5
|
|
|
1.5
|
|
|
0.6
|
|
|
1.5
|
|
|
4.7
|
|
|
4.0
|
|
|
4.4
|
|
|||||||||
Expected return on assets
|
(1.0
|
)
|
|
(2.0
|
)
|
|
(1.0
|
)
|
|
(2.5
|
)
|
|
(1.0
|
)
|
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net amortization
|
0.4
|
|
|
0.1
|
|
|
0.4
|
|
|
(0.4
|
)
|
|
0.4
|
|
|
—
|
|
|
0.1
|
|
|
0.8
|
|
|
0.8
|
|
|||||||||
Settlement loss
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic cost (income)
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
|
$
|
10.2
|
|
|
$
|
10.7
|
|
|
$
|
10.8
|
|
|
December 27, 2019
|
|
|
|
December 28, 2018
|
|
|
|
December 29, 2017
|
|||||||||||||||||||||
|
Pension plans
|
|
Post-
retirement plans |
|
|
|
Pension plans
|
|
Post-
retirement plans |
|
|
|
Pension plans
|
|
Post-
retirement plans |
|||||||||||||||
|
U.S.
|
|
U.K.
|
|
Central
America |
|
|
|
U.S.
|
|
U.K.
|
|
Central
America |
|
|
|
U.S.
|
|
U.K.
|
|
Central
America |
|||||||||
Weighted average discount rate
|
3.00
|
%
|
|
2.00
|
%
|
|
6.27
|
%
|
|
|
|
4.10
|
%
|
|
2.80
|
%
|
|
8.06
|
%
|
|
(1)
|
|
3.45
|
%
|
|
2.45
|
%
|
|
6.50
|
%
|
Rate of increase in compensation levels
|
—
|
|
|
—
|
|
|
4.71
|
%
|
|
|
|
—
|
|
|
—
|
%
|
|
4.75
|
%
|
|
|
|
—
|
|
|
2.40
|
%
|
|
4.75
|
%
|
|
December 27, 2019
|
|
December 28, 2018
|
|
December 29, 2017
|
|||||||||||||||||||||
|
Pension plans
|
|
Post-
retirement plans |
|
Pension plans
|
|
Post-
retirement plans |
|
Pension plans
|
|
Post-
retirement plans |
|||||||||||||||
|
U.S.
|
|
U.K.
|
|
Central
America |
|
U.S.
|
|
U.K.
|
|
Central
America |
|
U.S.
|
|
U.K.
|
|
Central America
|
|||||||||
Weighted average discount rate
|
4.10
|
%
|
|
2.80
|
%
|
|
8.12
|
%
|
|
3.45
|
%
|
|
2.45
|
%
|
|
6.51
|
%
|
(1)
|
3.85
|
%
|
|
2.60
|
%
|
|
7.10
|
%
|
Rate of increase in compensation levels
|
—
|
|
|
—
|
|
|
4.71
|
%
|
|
—
|
|
|
—
|
%
|
|
4.75
|
%
|
|
—
|
|
|
2.50
|
%
|
|
4.75
|
%
|
Expected long-term rate of return on assets
|
7.50
|
%
|
|
4.22
|
%
|
|
—
|
|
|
7.50
|
%
|
|
4.22
|
%
|
|
—
|
|
|
7.50
|
%
|
|
4.50
|
%
|
|
—
|
|
(1)
|
The increase or decrease in the weighted average discount rate assumption for the benefit obligation and net periodic pension costs increased due to an increase or decrease in inflation assumptions and country-specific investments.
|
|
Pension plans
|
|
Post-retirement
plans |
||||||||
|
U.S.
|
|
U.K.
|
|
Central America
|
||||||
Expected benefit payments for:
|
|
|
|
|
|
||||||
2020
|
$
|
1.3
|
|
|
$
|
1.8
|
|
|
$
|
8.2
|
|
2021
|
1.3
|
|
|
1.9
|
|
|
6.9
|
|
|||
2022
|
1.2
|
|
|
1.9
|
|
|
6.7
|
|
|||
2023
|
1.2
|
|
|
2.1
|
|
|
6.7
|
|
|||
2024
|
1.1
|
|
|
2.2
|
|
|
7.5
|
|
|||
Next 5 years
|
5.0
|
|
|
12.4
|
|
|
32.3
|
|
|||
Expected benefit payments over the next 10 years
|
$
|
11.1
|
|
|
$
|
22.3
|
|
|
$
|
68.3
|
|
|
|
|
Fair Value Measurements at
December 27, 2019 (U.S. dollars in millions) |
||||||||||||
|
|
|
Quoted Prices in
Active Markets for Identical Assets |
|
Significant
Observable Inputs |
|
Significant
Unobservable Inputs |
||||||||
Asset Category
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Mutual Funds:
|
|
|
|
|
|
|
|
||||||||
Fixed income securities
|
$
|
5.6
|
|
|
$
|
5.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Value securities
|
2.9
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
||||
Growth securities
|
4.5
|
|
|
4.5
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
13.0
|
|
|
$
|
13.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at
December 28, 2018 (U.S. dollars in millions) |
||||||||||||
|
|
|
Quoted Prices in
Active Markets for Identical Assets |
|
Significant
Observable Inputs |
|
Significant
Unobservable Inputs |
||||||||
Asset Category
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Mutual Funds:
|
|
|
|
|
|
|
|
||||||||
Fixed income securities
|
$
|
5.4
|
|
|
$
|
5.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Value securities
|
2.2
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
||||
Growth securities
|
4.3
|
|
|
4.3
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
11.9
|
|
|
$
|
11.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at
December 27, 2019 (U.S. dollars in millions) |
||||||||||||
Asset Category
|
Total Fair
Value at December 27, 2019 |
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant Observable
Inputs (Level 2) |
|
Significant Unobservable
Inputs (Level 3) |
||||||||
Cash
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|||||
United Kingdom companies
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diversified growth funds
|
16.7
|
|
|
—
|
|
|
16.7
|
|
|
—
|
|
||||
Other international companies
|
9.2
|
|
|
—
|
|
|
9.2
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|||||
United Kingdom government bonds
|
13.0
|
|
|
—
|
|
|
13.0
|
|
|
—
|
|
||||
Liability-driven investments
|
18.6
|
|
|
—
|
|
|
18.6
|
|
|
—
|
|
||||
Total
|
$
|
58.0
|
|
|
$
|
0.5
|
|
|
$
|
57.5
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at
December 28, 2018 (U.S. dollars in millions) |
||||||||||||
Asset Category
|
Total Fair
Value at December 28, 2018 |
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant Observable
Inputs (Level 2) |
|
Significant Unobservable
Inputs (Level 3) |
||||||||
Cash
|
$
|
0.8
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
United Kingdom companies
|
4.5
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
||||
Diversified growth funds
|
17.5
|
|
|
—
|
|
|
17.5
|
|
|
—
|
|
||||
Other international companies
|
15.0
|
|
|
—
|
|
|
15.0
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
United Kingdom government bonds
|
6.1
|
|
|
—
|
|
|
6.1
|
|
|
—
|
|
||||
Liability-driven investments
|
8.4
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
||||
Total
|
$
|
52.3
|
|
|
$
|
0.8
|
|
|
$
|
51.5
|
|
|
$
|
—
|
|
|
Year ended
|
||||||||||
Types of Awards
|
December 27, 2019
|
|
December 28, 2018
|
|
December 29, 2017
|
||||||
Stock options
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.5
|
|
RSUs/PSUs
|
7.4
|
|
|
10.3
|
|
|
10.7
|
|
|||
RSAs
|
1.0
|
|
|
1.1
|
|
|
0.9
|
|
|||
Total
|
$
|
8.4
|
|
|
$
|
11.5
|
|
|
$
|
12.1
|
|
Date of Award
|
Shares of
Restricted Stock Awarded |
|
Price Per Share
|
|||
Awards for the year ended 2019:
|
|
|
|
|||
May 1, 2019
|
$
|
2,830
|
|
|
29.44
|
|
January 2, 2019
|
$
|
30,891
|
|
|
28.32
|
|
Awards for the year ended 2018:
|
|
|
|
|||
August 2, 2018
|
$
|
1,687
|
|
|
49.38
|
|
January 2, 2018
|
$
|
21,304
|
|
|
46.93
|
|
Awards for the year ended 2017:
|
|
|
|
|||
January 3, 2017
|
$
|
14,294
|
|
|
61.21
|
|
Date of Award
|
Type of Award
|
Units Awarded
|
|
Price Per Share
|
|
Awards for the year ended 2019:
|
|
|
|
|
|
July 31, 2019
|
PSU
|
4,250
|
|
30.33
|
|
March 25, 2019
|
RSU
|
5,000
|
|
26.55
|
|
February 20, 2019
|
PSU
|
85,000
|
|
27.71
|
|
February 20, 2019
|
RSU
|
133,750
|
|
27.71
|
|
Awards for the year ended 2018:
|
|
|
|
|
|
June 25, 2018
|
RSU
|
2,000
|
|
44.78
|
|
February 21, 2018
|
RSU
|
125,000
|
|
46.35
|
|
February 21, 2018
|
PSU
|
85,000
|
|
46.35
|
|
Awards for the year ended 2017:
|
|
|
|
|
|
August 2, 2017
|
RSU
|
48,700
|
|
49.75
|
|
February 22, 2017
|
PSU
|
100,000
|
|
56.52
|
|
February 22, 2017
|
RSU
|
50,000
|
|
56.52
|
|
|
Number of
Shares |
|
Weighted
Average Grant Date Fair Value |
|||
RSUs/PSUs outstanding at January 1, 2017
|
932,036
|
|
|
$
|
36.09
|
|
Granted
|
208,743
|
|
|
54.17
|
|
|
Converted
|
(336,112
|
)
|
|
34.91
|
|
|
Canceled
|
(43,515
|
)
|
|
43.77
|
|
|
|
|
|
|
|||
RSUs/PSUs outstanding at December 29, 2017
|
761,152
|
|
|
41.13
|
|
|
Granted
|
223,531
|
|
|
46.10
|
|
|
Converted
|
(279,440
|
)
|
|
41.31
|
|
|
Canceled
|
(21,948
|
)
|
|
50.40
|
|
|
|
|
|
|
|||
RSUs/PSUs outstanding at December 28, 2018
|
683,295
|
|
|
42.39
|
|
|
Granted
|
230,037
|
|
|
27.83
|
|
|
Converted
|
(384,717
|
)
|
|
37.65
|
|
|
Canceled
|
(69,339
|
)
|
|
42.93
|
|
|
|
|
|
|
|||
RSUs/PSUs outstanding at December 27, 2019
|
459,276
|
|
|
38.99
|
|
|
|
|
|
|
|||
Vested at December 29, 2017
|
235,332
|
|
|
$
|
26.49
|
|
|
|
|
|
|||
Vested at December 28, 2018
|
249,767
|
|
|
$
|
31.28
|
|
|
|
|
|
|||
Vested at December 27, 2019
|
52,903
|
|
|
$
|
32.65
|
|
Grant Date Market Value
|
|
Outstanding
|
|
Outstanding
Intrinsic Value |
|
Vested
|
|
Vested Intrinsic Value
|
||||||||
$
|
27.71
|
|
|
77,347
|
|
|
$
|
0.6
|
|
|
—
|
|
|
$
|
—
|
|
$
|
27.71
|
|
|
100,250
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
||
$
|
26.55
|
|
|
4,018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
$
|
30.33
|
|
|
4,269
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
$
|
44.78
|
|
|
1,216
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
$
|
46.35
|
|
|
66,553
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
$
|
46.35
|
|
|
45,507
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
$
|
40.03
|
|
|
3,133
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
$
|
56.52
|
|
|
40,678
|
|
|
—
|
|
|
4,601
|
|
|
—
|
|
||
$
|
56.52
|
|
|
20,643
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
$
|
59.83
|
|
|
20,729
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
$
|
49.75
|
|
|
14,721
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
$
|
38.99
|
|
|
12,514
|
|
|
—
|
|
|
11,034
|
|
|
—
|
|
||
$
|
38.99
|
|
|
10,428
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
$
|
33.44
|
|
|
10,047
|
|
|
—
|
|
|
10,047
|
|
|
—
|
|
||
$
|
33.44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
$
|
25.52
|
|
|
10,735
|
|
|
0.1
|
|
|
10,733
|
|
|
0.1
|
|
||
$
|
26.52
|
|
|
10,929
|
|
|
0.1
|
|
|
10,928
|
|
|
0.1
|
|
||
$
|
24.68
|
|
|
5,559
|
|
|
0.1
|
|
|
5,560
|
|
|
0.1
|
|
||
|
|
459,276
|
|
|
$
|
1.6
|
|
|
52,903
|
|
|
$
|
0.3
|
|
Foreign Currency Contracts Qualifying as Cash Flow Hedges:
|
|
Notional Amount
|
|||
British pound
|
£
|
14.5
|
|
|
million
|
Chilean peso
|
CLP
|
8,944.8
|
|
|
million
|
Euro
|
€
|
49.5
|
|
|
million
|
Japanese yen
|
JPY
|
4,746.9
|
|
|
million
|
Korean won
|
KRW
|
33,855.0
|
|
|
million
|
|
Derivatives Designated as Hedging Instruments(1)
|
||||||||||||||||||||||
|
Foreign exchange contracts
|
|
Interest Rate Swaps
|
|
Total
|
||||||||||||||||||
Balance Sheet Location:
|
December 27, 2019
|
|
December 28, 2018
|
|
December 27, 2019
|
|
December 28, 2018
|
|
December 27, 2019
|
|
December 28, 2018
|
||||||||||||
Asset derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prepaid expenses and other current assets
|
$
|
1.7
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
(2)
|
$
|
1.6
|
|
Total asset derivatives
|
$
|
1.7
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liability derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued expenses
|
$
|
0.7
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
(2)
|
$
|
0.8
|
|
Other non-current liabilities
|
—
|
|
|
—
|
|
|
30.3
|
|
|
7.6
|
|
|
30.3
|
|
(2)
|
7.6
|
|
||||||
Total liability derivatives
|
$
|
0.7
|
|
|
$
|
0.8
|
|
|
$
|
30.3
|
|
|
$
|
7.6
|
|
|
$
|
31.0
|
|
|
$
|
8.4
|
|
Derivatives in Cash Flow
Hedging Relationships |
Amount of (Loss) Gain Recognized in Other
Comprehensive Income on Derivatives (Effective Portion) |
|
Location of (Loss) Gain Reclassified
from AOCI into Income (Effective Portion) |
|
Amount of Gain (Loss) Reclassified from
AOCI into Income (Effective Portion) |
||||||||||||
|
Year ended
|
|
|
|
Year ended
|
||||||||||||
|
December 27, 2019
|
|
December 28, 2018
|
|
|
|
December 27, 2019
|
|
December 28, 2018
|
||||||||
Foreign exchange contracts
|
$
|
(0.1
|
)
|
|
$
|
1.6
|
|
|
Net sales
|
|
$
|
8.1
|
|
|
$
|
5.3
|
|
Foreign exchange contracts
|
0.2
|
|
|
0.6
|
|
|
Cost of products sold
|
|
1.5
|
|
|
—
|
|
||||
Interest rate swaps, net of tax
|
(19.8
|
)
|
|
(6.6
|
)
|
|
Interest expense
|
|
(2.4
|
)
|
|
(1.5
|
)
|
||||
Total
|
$
|
(19.7
|
)
|
|
$
|
(4.4
|
)
|
|
|
|
$
|
7.2
|
|
|
$
|
3.8
|
|
|
Fair Value Measurements
|
||||||||||||||
|
Foreign currency forward contracts, net asset (liability)
|
|
Interest rate contracts, net (liability), asset
|
||||||||||||
|
December 27, 2019
|
|
December 28, 2018
|
|
December 27, 2019
|
|
December 28, 2018
|
||||||||
Quoted prices in active markets for identical assets (Level 1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Significant other observable inputs (Level 2)
|
1.0
|
|
|
0.8
|
|
|
(30.3
|
)
|
|
(7.6
|
)
|
||||
Significant unobservable inputs (Level 3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Fair Value Measurements for the year ended
December 27, 2019 |
||||||||||||||
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||
Equity Investment
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
|
Fair Value Measurements for the year ended
December 28, 2018 |
||||||||||||||
|
Total
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Philippines contract terminations
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.9
|
|
Underutilized assets in Central America
|
6.5
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
||||
Del Monte® Prepared Foods reporting unit's trade names and trademarks
|
31.9
|
|
|
—
|
|
|
—
|
|
|
31.9
|
|
||||
Tomato production assets held for sale in the United States
|
45.4
|
|
|
—
|
|
|
—
|
|
|
45.4
|
|
||||
|
$
|
85.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85.7
|
|
|
Quarter ended
|
||||||||||||||
|
March 29, 2019
|
|
June 28, 2019
|
|
September 27, 2019
|
|
December 27, 2019(2)
|
||||||||
Net sales
|
$
|
1,154.2
|
|
|
$
|
1,239.4
|
|
|
$
|
1,070.2
|
|
|
$
|
1,025.2
|
|
Gross profit
|
93.3
|
|
|
96.3
|
|
|
74.7
|
|
|
36.3
|
|
||||
Net income (loss)
|
37.2
|
|
|
39.0
|
|
|
18.2
|
|
|
(25.1
|
)
|
||||
Net income (loss) attributable to Fresh Del Monte
Produce Inc.(4) |
36.1
|
|
|
38.1
|
|
|
18.1
|
|
|
(25.8
|
)
|
||||
Net income (loss) per ordinary share attributable to
Fresh Del Monte Produce Inc. – basic(1) |
$
|
0.74
|
|
|
$
|
0.79
|
|
|
$
|
0.38
|
|
|
$
|
(0.54
|
)
|
Net income (loss) per ordinary share attributable to
Fresh Del Monte Produce Inc. – diluted(1) |
$
|
0.74
|
|
|
$
|
0.78
|
|
|
$
|
0.38
|
|
|
$
|
(0.54
|
)
|
Dividends declared per ordinary share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.060
|
|
|
$
|
0.080
|
|
|
|
|
|
|
|
|
|
||||||||
|
March 30, 2018
|
|
June 29, 2018(3)
|
|
September 28, 2018(3)
|
|
December 28, 2018(3)
|
||||||||
Net sales
|
$
|
1,106.1
|
|
|
$
|
1,272.4
|
|
|
$
|
1,069.5
|
|
|
$
|
1,045.9
|
|
Gross profit
|
106.5
|
|
|
78.3
|
|
|
52.6
|
|
|
42.4
|
|
||||
Net income (loss)
|
43.2
|
|
|
(5.6
|
)
|
|
(21.2
|
)
|
|
(32.3
|
)
|
||||
Net income (loss) attributable to Fresh Del Monte
Produce Inc. |
41.5
|
|
|
(7.9
|
)
|
|
(21.5
|
)
|
|
(34.0
|
)
|
||||
Net income (loss) per ordinary share attributable to
Fresh Del Monte Produce Inc. – basic(1) |
$
|
0.85
|
|
|
$
|
(0.16
|
)
|
|
$
|
(0.44
|
)
|
|
$
|
(0.70
|
)
|
Net income (loss) per ordinary share attributable to
Fresh Del Monte Produce Inc. – diluted(1) |
$
|
0.85
|
|
|
$
|
(0.16
|
)
|
|
$
|
(0.44
|
)
|
|
$
|
(0.70
|
)
|
Dividends declared per ordinary share
|
$
|
0.150
|
|
|
$
|
0.150
|
|
|
$
|
0.150
|
|
|
$
|
0.150
|
|
(1)
|
Basic and diluted earnings per share for each of the quarters presented above is based on the respective weighted average number of shares for the quarters. The sum of the quarters may not necessarily be equal to the full year basic and diluted earnings per share amounts due to rounding.
|
(2)
|
Diluted earnings per share for the quarter ended December 27, 2019 excludes the impact of antidilutive share-based payment awards for 235,106 ordinary shares, as they were antidilutive.
|
(3)
|
Diluted earnings per share for the following quarters excludes the impact of antidilutive share based payment awards for ordinary shares as they were antidilutive as follows: 739,106 ordinary shares for the quarter ended June 29, 2018, 620,017 ordinary shares for the quarter ended September 28, 2018 and 851,645 for the quarter ended December 28, 2018.
|
(4)
|
Refer to Note 16. "Commitments and Contingencies", for further discussion of the Mann Packing recall event which occurred during the fourth quarter ended December 27, 2019.
|
|
Year ended
|
||||||||||||||||||||||
|
December 27, 2019
|
|
December 28, 2018
|
|
December 29, 2017
|
||||||||||||||||||
|
Net Sales
|
|
Gross Profit
|
|
Net Sales
|
|
Gross Profit
|
|
Net Sales
|
|
Gross Profit
|
||||||||||||
Fresh and value-added products
|
$
|
2,704.4
|
|
|
$
|
194.7
|
|
|
$
|
2,654.7
|
|
|
$
|
190.0
|
|
|
$
|
2,184.4
|
|
|
$
|
213.4
|
|
Bananas
|
1,656.0
|
|
|
97.1
|
|
|
1,703.1
|
|
|
84.1
|
|
|
1,775.1
|
|
|
113.4
|
|
||||||
Other products and services
|
128.6
|
|
|
8.8
|
|
|
136.1
|
|
|
5.7
|
|
|
126.4
|
|
|
4.8
|
|
||||||
Totals
|
$
|
4,489.0
|
|
|
$
|
300.6
|
|
|
$
|
4,493.9
|
|
|
$
|
279.8
|
|
|
$
|
4,085.9
|
|
|
$
|
331.6
|
|
|
Year ended
|
||||||||||
Net sales by geographic region:
|
December 27, 2019
|
|
December 28, 2018
|
|
December 29,
2017 |
||||||
North America
|
$
|
2,923.8
|
|
|
$
|
2,871.3
|
|
|
$
|
2,382.4
|
|
Europe
|
645.2
|
|
|
653.7
|
|
|
665.9
|
|
|||
Middle East
|
425.8
|
|
|
445.6
|
|
|
518.8
|
|
|||
Asia
|
453.0
|
|
|
465.7
|
|
|
460.2
|
|
|||
Other
|
41.2
|
|
|
57.6
|
|
|
58.6
|
|
|||
Total net sales
|
$
|
4,489.0
|
|
|
$
|
4,493.9
|
|
|
$
|
4,085.9
|
|
|
Period from February 27, 2018 to December 28, 2018
|
||||||
|
Net Sales
|
|
Gross Profit
|
||||
Fresh and value-added products
|
$
|
488.6
|
|
|
$
|
36.0
|
|
|
Year ended
|
|||||||||||||||||||
|
December 27, 2019
|
|
December 28, 2018
|
|
December 29, 2017
|
|||||||||||||||
Segments:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Fresh and value-added products:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fresh-cut fruit
|
$
|
524.4
|
|
|
12
|
%
|
|
$
|
507.5
|
|
|
11
|
%
|
|
$
|
496.9
|
|
|
12
|
%
|
Fresh-cut vegetables
|
455.9
|
|
|
10
|
%
|
|
419.8
|
|
|
10
|
%
|
|
93.9
|
|
|
2
|
%
|
|||
Pineapples
|
454.8
|
|
|
10
|
%
|
|
487.9
|
|
|
11
|
%
|
|
492.7
|
|
|
12
|
%
|
|||
Avocados
|
380.7
|
|
|
9
|
%
|
|
329.2
|
|
|
8
|
%
|
|
314.9
|
|
|
8
|
%
|
|||
Non-tropical fruit
|
195.9
|
|
|
4
|
%
|
|
226.7
|
|
|
5
|
%
|
|
235.7
|
|
|
6
|
%
|
|||
Prepared food
|
279.6
|
|
|
6
|
%
|
|
267.1
|
|
|
6
|
%
|
|
229.5
|
|
|
6
|
%
|
|||
Melons
|
92.4
|
|
|
2
|
%
|
|
107.8
|
|
|
2
|
%
|
|
106.8
|
|
|
2
|
%
|
|||
Tomatoes
|
52.3
|
|
|
1
|
%
|
|
62.5
|
|
|
1
|
%
|
|
77.8
|
|
|
2
|
%
|
|||
Vegetables
|
176.6
|
|
|
4
|
%
|
|
150.8
|
|
|
3
|
%
|
|
25.9
|
|
|
1
|
%
|
|||
Other fruit and vegetables
|
91.8
|
|
|
2
|
%
|
|
95.4
|
|
|
2
|
%
|
|
110.3
|
|
|
3
|
%
|
|||
Total fresh and value-added products
|
$
|
2,704.4
|
|
|
60
|
%
|
|
$
|
2,654.7
|
|
|
59
|
%
|
|
$
|
2,184.4
|
|
|
54
|
%
|
Bananas
|
1,656.0
|
|
|
37
|
%
|
|
1,703.1
|
|
|
38
|
%
|
|
1,775.1
|
|
|
43
|
%
|
|||
Other products and services
|
128.6
|
|
|
3
|
%
|
|
136.1
|
|
|
3
|
%
|
|
126.4
|
|
|
3
|
%
|
|||
Total
|
$
|
4,489.0
|
|
|
100
|
%
|
|
$
|
4,493.9
|
|
|
100
|
%
|
|
$
|
4,085.9
|
|
|
100
|
%
|
Property, plant and equipment, net:
|
December 27, 2019
|
|
December 28, 2018
|
||||
North America
|
$
|
238.7
|
|
|
$
|
241.4
|
|
Europe
|
35.2
|
|
|
51.4
|
|
||
Middle East
|
130.9
|
|
|
129.6
|
|
||
Africa
|
44.6
|
|
|
44.8
|
|
||
Asia
|
130.9
|
|
|
128.4
|
|
||
Central America
|
664.7
|
|
|
644.1
|
|
||
South America
|
84.8
|
|
|
90.5
|
|
||
Maritime equipment (including containers)
|
66.2
|
|
|
52.9
|
|
||
Corporate
|
7.2
|
|
|
9.1
|
|
||
Total property, plant and equipment, net
|
$
|
1,403.2
|
|
|
$
|
1,392.2
|
|
Identifiable assets:
|
December 27, 2019
|
|
December 28, 2018
|
||||
North America
|
$
|
925.3
|
|
|
$
|
933.0
|
|
Europe
|
279.9
|
|
|
297.1
|
|
||
Middle East
|
301.4
|
|
|
278.9
|
|
||
Africa
|
174.9
|
|
|
162.0
|
|
||
Asia
|
268.0
|
|
|
239.2
|
|
||
Central America
|
1,066.5
|
|
|
1,026.5
|
|
||
South America
|
159.9
|
|
|
165.0
|
|
||
Maritime equipment (including containers)
|
78.0
|
|
|
66.9
|
|
||
Corporate
|
96.0
|
|
|
86.6
|
|
||
Total identifiable assets
|
$
|
3,349.9
|
|
|
$
|
3,255.2
|
|
|
Year ended
|
||||||||||||||||||||
|
December 27, 2019
|
|
December 28, 2018
|
||||||||||||||||||
|
Shares
|
|
USD
|
|
Average price per share
|
|
Shares
|
|
USD
|
|
Average price per share
|
||||||||||
Year ended:
|
723,062
|
|
|
$
|
17.8
|
|
|
$
|
24.68
|
|
|
730,532
|
|
|
$
|
29.4
|
|
|
$
|
40.26
|
|
Year ended
|
||||||||||
December 27, 2019
|
|
December 28, 2018
|
||||||||
Dividend Declared Date
|
|
Cash Dividend Declared, per Ordinary Share
|
|
Dividend Declared Date
|
|
Cash Dividend Declared, per Ordinary Share
|
||||
December 6, 2019
|
|
$
|
0.08
|
|
|
December 7, 2018
|
|
$
|
0.15
|
|
September 6, 2019
|
|
$
|
0.06
|
|
|
September 7, 2018
|
|
$
|
0.15
|
|
|
|
|
|
June 1, 2018
|
|
$
|
0.15
|
|
||
|
|
|
|
March 30, 2018
|
|
$
|
0.15
|
|
Schedule II - Valuation and Qualifying Accounts
|
|||||||||||||||||||
Fresh Del Monte Produce Inc. and Subsidiaries
|
|||||||||||||||||||
(U.S. dollars in millions)
|
|||||||||||||||||||
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
Balance at
Beginning
of Period
|
|
Charged to
Costs and
Expenses
|
|
Charged to
Other
Accounts
|
|
Deductions
|
|
Balance at
End of
Period
|
||||||||||
Year ended December 27, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from asset accounts: Valuation accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts receivable
|
$
|
14.6
|
|
|
$
|
5.2
|
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
19.6
|
|
Advances to growers and other receivables
|
7.2
|
|
|
0.1
|
|
|
—
|
|
|
(3.9
|
)
|
|
3.4
|
|
|||||
Deferred tax asset valuation allowance
|
291.8
|
|
|
35.0
|
|
|
1.0
|
|
|
(4.5
|
)
|
|
323.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Current and noncurrent accrued liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Provision for Kunia Well Site
|
13.5
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
13.2
|
|
|||||
Total
|
$
|
327.1
|
|
|
$
|
40.0
|
|
|
$
|
1.0
|
|
|
$
|
(8.6
|
)
|
|
$
|
359.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 28, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Valuation accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts receivable
|
$
|
12.9
|
|
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
|
$
|
14.6
|
|
Advances to growers and other receivables
|
8.8
|
|
|
0.5
|
|
|
—
|
|
|
(2.1
|
)
|
|
7.2
|
|
|||||
Deferred tax asset valuation allowance
|
257.1
|
|
|
38.6
|
|
|
0.8
|
|
|
(4.7
|
)
|
|
291.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Current and noncurrent accrued liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Provision for Kunia Well Site
|
13.9
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
13.5
|
|
|||||
Total
|
$
|
292.7
|
|
|
$
|
41.1
|
|
|
$
|
0.5
|
|
|
$
|
(7.2
|
)
|
|
$
|
327.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 29, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Valuation accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade accounts receivable
|
$
|
11.3
|
|
|
$
|
2.9
|
|
|
$
|
—
|
|
|
$
|
(1.3
|
)
|
|
$
|
12.9
|
|
Advances to growers and other receivables
|
7.8
|
|
|
1.4
|
|
|
—
|
|
|
(0.4
|
)
|
|
8.8
|
|
|||||
Deferred tax asset valuation allowance
|
232.1
|
|
|
35.4
|
|
|
(1.8
|
)
|
|
(8.6
|
)
|
|
257.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Current and noncurrent accrued liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Provision for Kunia Well Site
|
13.7
|
|
|
—
|
|
|
(0.2
|
)
|
|
0.4
|
|
|
13.9
|
|
|||||
Total
|
$
|
264.9
|
|
|
$
|
39.7
|
|
|
$
|
(2.0
|
)
|
|
$
|
(9.9
|
)
|
|
$
|
292.7
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
1.
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
2.
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
3.
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
Exhibit No.
|
|
Description
|
3.1**
|
|
|
|
|
|
3.2**
|
|
|
|
|
|
4.1
|
|
Specimen Certificate of Ordinary Shares of Fresh Del Monte Produce Inc. (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form F-1 (File No. 333-7708)).
|
|
|
|
4.2*
|
|
|
|
|
|
10.1
|
|
License Agreement, dated as of December 5, 1989, between Del Monte Corporation and Wafer Limited (the “DMC-Wafer License”) (incorporated by reference to Exhibit 10.3 to our Registration Statement on Form F-1 (File No. 333-7708)).
|
Exhibit No.
|
|
Description
|
|
|
|
10.2
|
|
License Agreement, dated as of December 5, 1989, between Del Monte Corporation and Del Monte Tropical Fruit Company, North America (the “NAJ License”) (incorporated by reference to Exhibit 10.4 to our Registration Statement on Form F-1 (File No. 333-7708)).
|
|
|
|
10.3
|
|
License Agreement, dated as of December 5, 1989, between Del Monte Corporation and Del Monte Fresh Fruit International, Inc. (incorporated by reference to Exhibit 10.5 to our Registration Statement on Form F-1 (File No. 333-7708)).
|
|
|
|
10.4
|
|
Amendment No. 1 to DMC-Wafer License, dated as of October 12, 1992, between Del Monte Corporation and Wafer Limited (incorporated by reference to Exhibit 10.6 to our Registration Statement on Form F-1 (File No. 333-7708)).
|
|
|
|
10.5
|
|
Amendment No. 1 to NAJ License, dated as of October 12, 1992, between Del Monte Corporation and Del Monte Fresh Produce N.A., Inc. (incorporated by reference to Exhibit 10.7 to our Registration Statement on Form F-1 (File No. 333-7708)).
|
|
|
|
10.6
|
|
Amendment No. 1 to Direct DMC-DMFFI License, dated as of October 12, 1992, between Del Monte Corporation and Del Monte Fresh Produce International, Inc. (incorporated by reference to Exhibit 10.8 to our Registration Statement on Form F-1 (File No. 333-7708)).
|
|
|
|
10.7
|
|
Registration Rights Agreement, dated as of October 15, 1997, by and between Fresh Del Monte and FG Holdings Limited (incorporated by reference to Exhibit 10.9 to our Registration Statement on Form F-1 (File No. 333-7708)).
|
|
|
|
10.8
|
|
Strategic Alliance Agreement, dated as of August 29, 1997, by and between the Registrant and IAT Group Inc. (incorporated by reference to Exhibit 10.10 to our Registration Statement on Form F-1 (File No. 333-7708)).
|
|
|
|
10.9***
|
|
|
|
|
|
10.10***
|
|
|
|
|
|
10.11***
|
|
|
|
|
|
10.12***
|
|
|
|
|
|
10.13***
|
|
|
|
|
|
10.14***
|
|
|
|
|
|
10.15***
|
|
Exhibit No.
|
|
Description
|
|
|
|
10.16***
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.2
|
|
|
|
|
|
21.1*
|
|
|
|
|
|
23.1*
|
|
|
|
|
|
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*,****
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL*,****
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF*,****
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB*,****
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE*,****
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
Exhibit No.
|
|
Description
|
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.
|
*
|
Filed herewith.
|
|
|
**
|
Electronic copy of exhibit filed herewith previously filed in paper with our Registration Statement on Form F-1 (File No 333-7708).
|
|
|
***
|
Management contract or compensatory plan or arrangement.
|
|
|
****
|
Attached as Exhibit 101 to this report are the following formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 27, 2019 and December 28, 2018, (ii) Consolidated Statements of Operations for the years ended December 27, 2019, December 28, 2018 and December 29, 2017, (iii) Consolidated Statements of Comprehensive (Loss) Income for the years ended December 27, 2019, December 28, 2018 and December 29, 2017, (iv) Consolidated Statements of Cash Flows for the years ended December 27, 2019, December 28, 2018 and December 29, 2017 and (v) Notes to Consolidated Financial Statements.
|
|
|
FRESH DEL MONTE PRODUCE INC.
|
|
|
|
|
|
Date:
|
February 20, 2020
|
By:
|
/s/ Youssef Zakharia
|
|
|
|
Youssef Zakharia
|
|
|
|
President & Chief Operating Officer
|
|
|
|
|
Date:
|
February 20, 2020
|
By:
|
/s/ Eduardo Bezerra
|
|
|
|
Eduardo Bezerra
|
|
|
|
Senior Vice President & Chief Financial Officer
|
|
/s/ Mohammad Abu-Ghazaleh
|
By
|
Mohammad Abu-Ghazaleh
|
|
Chairman & Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
/s/ Eduardo Bezerra
|
By
|
Eduardo Bezerra
|
|
Senior Vice President & Chief Financial
Officer (Principal Financial & Accounting
Officer)
|
|
|
|
/s/ Amir Abu-Ghazaleh
|
By
|
Amir Abu-Ghazaleh
|
|
Director
|
|
|
|
/s/ Michael J. Berthelot
|
By
|
Michael J. Berthelot
|
|
Director
|
|
|
|
/s/ Mary Ann Cloyd
|
By
|
Mary Ann Cloyd
|
|
Director
|
|
|
|
/s/ Madeleine Champion
|
By
|
Madeleine Champion
|
|
Director
|
|
|
|
/s/ John H. Dalton
|
By
|
John H. Dalton
|
|
Director
|
|
|
By
|
/s/ Ahmad Abu-Ghazaleh
|
|
Ahmad Abu-Ghazaleh
|
|
Director
|
Subsidiary
|
|
Date of
Incorporation
|
|
Place of Incorporation
|
Corporacion de Desarrollo Agricola Del Monte S.A.
|
|
11/18/1967
|
|
Costa Rica
|
Del Monte Fresh Produce Company
|
|
12/13/1985
|
|
Delaware
|
Del Monte Fresh Produce International Inc.
|
|
4/17/1989
|
|
Liberia
|
Del Monte Fresh Produce N.A., Inc.
|
|
12/15/1952
|
|
Florida
|
Del Monte Fund B.V.
|
|
12/29/2006
|
|
Curacao
|
Del Monte International GmbH
|
|
11/10/2009
|
|
Switzerland
|
Del Monte Fresh Produce Sarl
|
|
10/7/1992
|
|
Luxembourg
|
Mann Packing Co., Inc
|
|
3/19/1997
|
|
California
|
Signature:
|
/s/ Mohammad Abu-Ghazaleh
|
|
Title:
|
Chairman and Chief Executive
Officer
|
|
Signature:
|
/s/ Eduardo Bezerra
|
|
Title:
|
Senior Vice President
and Chief Financial Officer
|
|
(1)
|
the accompanying Annual Report on Form 10-K of the Company for the period ended December 27, 2019, as filed with the U.S. Securities and Exchange Commission (the “Report”) on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 20, 2020
|
By:
|
/s/ Mohammad Abu-Ghazaleh
|
|
|
Name:
|
Mohammad Abu-Ghazaleh
|
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
|
|
|
Date:
|
February 20, 2020
|
By:
|
/s/ Eduardo Bezerra
|
|
|
Name:
|
Eduardo Bezerra
|
|
|
Title:
|
Senior Vice President and Chief Financial Officer
|