x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended April 1, 2011
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from
to
|
The Cayman Islands
|
N/A
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S Employer
Identification No.)
|
c/o Walkers SPV Limited
Walker House, 87 Mary Street
George Town, Grand Cayman, KY1-9002
Cayman Islands
|
N/A
|
(Address of Registrant’s Principal Executive Office)
|
(Zip Code)
|
Large accelerated filer
x
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
Page
|
|
1
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2
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3
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4
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21
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25
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25
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26
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26
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26
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27
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28
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Financial Statements
|
April 1,
|
December 31,
|
|||||||
2011
|
2010
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 35.2 | $ | 49.1 | ||||
Trade accounts receivable, net of allowance of
|
||||||||
$9.9 and $7.8, respectively
|
372.8 | 313.8 | ||||||
Other accounts receivable, net of allowance
|
||||||||
of $8.6 and $12.3, respectively
|
55.6 | 63.4 | ||||||
Inventories
|
405.6 | 410.4 | ||||||
Deferred income taxes
|
15.8 | 17.5 | ||||||
Prepaid expenses and other current assets
|
24.2 | 27.1 | ||||||
Total current assets
|
909.2 | 881.3 | ||||||
Investments in and advances to unconsolidated companies
|
3.9 | 4.0 | ||||||
Property, plant and equipment, net
|
1,039.3 | 1,033.1 | ||||||
Deferred income taxes
|
56.8 | 57.2 | ||||||
Other noncurrent assets
|
131.4 | 135.7 | ||||||
Goodwill
|
408.9 | 406.4 | ||||||
Total assets
|
$ | 2,549.5 | $ | 2,517.7 | ||||
Liabilities and shareholders' equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$ | 360.3 | $ | 331.9 | ||||
Current portion of long-term debt and capital lease obligations
|
6.9 | 5.3 | ||||||
Deferred income taxes
|
27.3 | 27.5 | ||||||
Income taxes and other taxes payable
|
12.7 | 2.8 | ||||||
Total current liabilities
|
407.2 | 367.5 | ||||||
Long-term debt and capital lease obligations
|
218.5 | 290.3 | ||||||
Retirement benefits
|
77.4 | 76.5 | ||||||
Other noncurrent liabilities
|
60.5 | 69.6 | ||||||
Deferred income taxes
|
82.3 | 82.3 | ||||||
Total liabilities
|
845.9 | 886.2 | ||||||
Commitments and contingencies
|
||||||||
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;
|
||||||||
59,167,059 and 58,725,430 issued and outstanding, respectively
|
0.6 | 0.6 | ||||||
Paid-in capital
|
472.9 | 462.9 | ||||||
Retained earnings
|
1,220.1 | 1,167.8 | ||||||
Accumulated other comprehensive loss
|
(15.3 | ) | (24.1 | ) | ||||
Total Fresh Del Monte Produce Inc. shareholders' equity
|
1,678.3 | 1,607.2 | ||||||
Noncontrolling interests
|
25.3 | 24.3 | ||||||
Total shareholders' equity
|
1,703.6 | 1,631.5 | ||||||
Total liabilities and shareholders' equity
|
$ | 2,549.5 | $ | 2,517.7 | ||||
Quarter ended
|
||||||||
April 1,
|
April 2,
|
|||||||
2011
|
2010
|
|||||||
Net sales
|
$ | 974.0 | $ | 943.1 | ||||
Cost of products sold
|
851.2 | 845.3 | ||||||
Gross profit
|
122.8 | 97.8 | ||||||
Selling, general and administrative expenses
|
46.1 | 42.0 | ||||||
Gain on sales of property, plant and equipment
|
0.1 | 0.3 | ||||||
Asset impairment and other charges
|
1.9 | 1.0 | ||||||
Operating income
|
74.9 | 55.1 | ||||||
Interest expense
|
2.2 | 3.4 | ||||||
Interest income
|
0.2 | 0.2 | ||||||
Other expense, net
|
3.0 | 9.0 | ||||||
Income before income taxes
|
69.9 | 42.9 | ||||||
Provision for income taxes
|
13.9 | 6.0 | ||||||
Net income
|
$ | 56.0 | $ | 36.9 | ||||
Less: net income attributable to
noncontrolling interests
|
0.8 | 0.7 | ||||||
Net income attributable to
Fresh Del Monte Produce Inc.
|
$ | 55.2 | $ | 36.2 | ||||
Net income per ordinary share attributable to
Fresh Del Monte Produce Inc. - Basic
|
$ | 0.94 | $ | 0.57 | ||||
Net income per ordinary share attributable to
Fresh Del Monte Produce Inc. - Diluted
|
$ | 0.93 | $ | 0.57 | ||||
Dividends declared per ordinary share
|
$ | 0.05 | $ | - | ||||
Weighted average number of ordinary shares:
|
||||||||
Basic
|
58,843,527 | 63,574,186 | ||||||
Diluted
|
59,270,570 | 63,719,065 | ||||||
Quarter ended
|
||||||||
April 1,
|
April 2,
|
|||||||
2011
|
2010
|
|||||||
Operating activities:
|
||||||||
Net income
|
$ | 56.0 | $ | 36.9 | ||||
Adjustments to reconcile net income to net cash
|
||||||||
provided by operating activities:
|
||||||||
Depreciation and amortization
|
18.9 | 19.9 | ||||||
Amortization of debt issuance costs
|
0.6 | 0.5 | ||||||
Stock-based compensation expense
|
2.5 | 2.0 | ||||||
Asset impairment charges
|
0.2 | 1.0 | ||||||
Change in uncertain tax positions
|
3.9 | - | ||||||
Gain on sales of property, plant and equipment
|
(0.1 | ) | (0.3 | ) | ||||
Equity in loss (income) of unconsolidated companies
|
0.1 | (0.1 | ) | |||||
Deferred income taxes
|
0.3 | 4.1 | ||||||
Foreign currency translation adjustment
|
1.7 | (2.1 | ) | |||||
Changes in operating assets and liabilities:
|
||||||||
Receivables
|
(51.1 | ) | (41.4 | ) | ||||
Inventories
|
3.4 | (23.2 | ) | |||||
Prepaid expenses and other current assets
|
0.2 | (7.9 | ) | |||||
Accounts payable and accrued expenses
|
30.5 | 40.6 | ||||||
Other noncurrent assets and liabilities
|
1.1 | (3.3 | ) | |||||
Net cash provided by operating activities
|
68.2 | 26.7 | ||||||
Investing activities:
|
||||||||
Capital expenditures
|
(21.2 | ) | (14.5 | ) | ||||
Proceeds from sales of property, plant and equipment
|
0.4 | 2.1 | ||||||
Return of investment by an unconsolidated company
|
- | 4.2 | ||||||
Net cash used in investing activities
|
(20.8 | ) | (8.2 | ) | ||||
Financing activities:
|
||||||||
Proceeds from long-term debt
|
117.5 | 137.6 | ||||||
Payments on long-term debt
|
(188.4 | ) | (149.5 | ) | ||||
Contributions from (distributions to) noncontrolling interests
|
(1.1 | ) | 0.9 | |||||
Proceeds from stock options exercised
|
7.0 | 0.2 | ||||||
Repurchase of shares
|
- | (16.4 | ) | |||||
Net cash used in financing activities
|
(65.0 | ) | (27.2 | ) | ||||
Effect of exchange rate changes on cash
|
3.7 | 5.6 | ||||||
Net decrease in cash and cash equivalents
|
(13.9 | ) | (3.1 | ) | ||||
Cash and cash equivalents, beginning
|
49.1 | 34.5 | ||||||
Cash and cash equivalents, ending
|
$ | 35.2 | $ | 31.4 | ||||
Supplemental cash flow information:
|
||||||||
Cash paid for interest
|
$ | 1.6 | $ | 2.7 | ||||
Cash paid for income taxes
|
$ | 1.2 | $ | 1.5 | ||||
Non-cash financing and investing activities:
|
||||||||
Retirement of treasury shares
|
$ | - | $ | 4.5 |
Quarter ended
|
||||||||
April 1,
|
April 2,
|
|||||||
2011
|
2010
|
|||||||
Asset impairments and other charges
|
$ | 1.9 | $ | 1.0 |
Exit activity and
other reserve
balance at
December 31,
2010
|
Impact to
Earnings
|
Cash Paid
|
Exit activity and
other reserve
balance at
April 1,
2011
|
|||||||||||||
Termination benefits
|
$ | 1.3 | $ | 0.3 | $ | (0.3 | ) | $ | 1.3 | |||||||
Contract termination and other
|
||||||||||||||||
exit activity charges
|
1.5 | 0.8 | - | 2.3 | ||||||||||||
$ | 2.8 | $ | 1.1 | $ | (0.3 | ) | $ | 3.6 |
Quarter ended
|
||||||||
April 1,
|
April 2,
|
|||||||
2011
|
2010
|
|||||||
Noncontrolling interests, beginning
|
$ | 24.3 | $ | 22.1 | ||||
Net income attributable to the noncontrolling interests
|
0.8 | 0.7 | ||||||
Translation adjustments
|
0.2 | 0.2 | ||||||
Capital contributions
|
- | 0.6 | ||||||
Noncontrolling interests, ending
|
$ | 25.3 | $ | 23.6 |
April 1,
|
December 31,
|
||||||||||||||||
2011
|
2010
|
||||||||||||||||
Current
|
Noncurrent
|
Current
|
Noncurrent
|
||||||||||||||
Gross advances to growers
|
$ | 26.7 | $ | 0.4 | $ | 34.2 | $ | 0.5 | |||||||||
Allowance for advances to growers
|
(3.8 | ) | (0.1 | ) | (3.8 | ) | (0.2 | ) | |||||||||
Net advances to growers
|
$ | 22.9 | $ | 0.3 | $ | 30.4 | $ | 0.3 | |||||||||
Gross notes receivable
|
$ | 0.7 | $ | 0.8 | $ | 8.2 | $ | 1.0 | |||||||||
Allowance for notes receivable
|
- | - | (0.6 | ) | - | ||||||||||||
Net notes receivable
|
$ | 0.7 | $ | 0.8 | $ | 7.6 |
(a)
|
$ | 1.0 |
Current Status
|
Fully Reserved
|
Total
|
||||||||||
Gross advances to growers:
|
||||||||||||
April 1, 2011
|
$ | 23.2 | $ | 3.9 | $ | 27.1 | ||||||
December 31, 2010
|
30.7 | 4.0 | 34.7 | |||||||||
Gross notes receivable:
|
||||||||||||
April 1, 2011
|
$ | 1.5 | $ | - | $ | 1.5 | ||||||
December 31, 2010
|
9.2 | - | 9.2 |
Quarter ended
|
||||
April 1, 2011
|
||||
Allowance for advances to growers:
|
||||
Balance, beginning of period
|
$ | 4.0 | ||
Deductions to allowance including
|
||||
recoveries
|
(0.1 | ) | ||
Balance, end of period
|
$ | 3.9 | ||
Allowance for notes receivable:
|
||||
Balance, beginning of period
|
$ | 0.6 | ||
Deductions to allowance including
|
||||
recoveries
|
(0.6 | ) | ||
Balance, end of period
|
$ | - |
Quarter ended
|
||||||||
April 1,
|
April 2,
|
|||||||
2011
|
2010
|
|||||||
Stock-based compensation expense
|
$ | 2.5 | $ | 2.0 | ||||
Stock-based compensation expense per diluted share
|
$ | 0.04 | $ | 0.03 |
Stock Option Grant
|
Number of
Options Granted
|
Exercise
Price
|
Fair Value
|
|||||||||
March 2, 2011 - Chairman and Chief Executive Officer
|
161,000 | $ | 26.67 | $ | 9.57 | |||||||
March 3, 2010 - Chairman and Chief Executive Officer
|
161,000 | 20.13 | 7.46 |
April 1,
|
December 31,
|
|||||||
2011
|
2010
|
|||||||
Finished goods
|
$ | 157.1 | $ | 138.8 | ||||
Raw materials and packaging supplies
|
121.6 | 134.1 | ||||||
Growing crops
|
126.9 | 137.5 | ||||||
Total inventories
|
$ | 405.6 | $ | 410.4 |
Quarter ended
|
||||||||
April 1,
|
April 2,
|
|||||||
2011
|
2010
|
|||||||
Comprehensive income:
|
||||||||
Net income
|
$ | 56.0 | $ | 36.9 | ||||
Net unrealized gain on derivatives
|
1.2 | 9.8 | ||||||
Net unrealized foreign currency
|
||||||||
translation gain (loss)
|
7.7 | (10.2 | ) | |||||
Net change in retirement benefit
|
||||||||
adjustment, net of tax
|
0.1 | (0.3 | ) | |||||
Comprehensive income
|
65.0 | 36.2 | ||||||
Less: comprehensive income attributable to
noncontrolling interests
|
1.0 | 0.9 | ||||||
Comprehensive income attributable to Fresh Del
Monte Produce Inc.
|
$ | 64.0 | $ | 35.3 |
Quarter ended
|
||||||||
April 1,
|
April 2,
|
|||||||
2011
|
2010
|
|||||||
Numerator:
|
||||||||
Net income attributable to Fresh Del Monte Produce Inc.
|
$ | 55.2 | $ | 36.2 | ||||
Denominator:
|
||||||||
Weighted average number of ordinary shares - Basic
|
58,843,527 | 63,574,186 | ||||||
Effect of dilutive securities - employee stock options
|
427,043 | 144,879 | ||||||
Weighted average number of ordinary shares - Diluted
|
59,270,570 | 63,719,065 | ||||||
Net income per ordinary share attributable to
|
||||||||
Fresh Del Monte Produce Inc.:
|
||||||||
Basic
|
$ | 0.94 | $ | 0.57 | ||||
Diluted
|
$ | 0.93 | $ | 0.57 |
Quarter ended
|
||||||||
April 1,
|
April 2,
|
|||||||
2011
|
2010
|
|||||||
Service cost
|
$ | 0.9 | $ | 0.8 | ||||
Interest cost
|
1.8 | 1.9 | ||||||
Expected return on assets
|
(1.0 | ) | (0.9 | ) | ||||
Amortization of net actuarial loss
|
0.4 | 0.3 | ||||||
Net periodic benefit costs
|
$ | 2.1 | $ | 2.1 |
Quarter ended
|
||||||||||||||||
April 1, 2011
|
April 2, 2010
|
|||||||||||||||
Net Sales
|
Gross Profit
|
Net Sales
|
Gross Profit
|
|||||||||||||
Banana
|
$ | 427.6 | $ | 51.5 | $ | 402.7 | $ | 18.4 | ||||||||
Other fresh produce
|
452.5 | 55.1 | 457.4 | 66.6 | ||||||||||||
Prepared food
|
93.9 | 16.2 | 83.0 | 12.8 | ||||||||||||
Totals
|
$ | 974.0 | $ | 122.8 | $ | 943.1 | $ | 97.8 |
Foreign Currency Hedges:
|
Notional Amount
|
||||
Euro
|
€ | 121.7 |
million
|
||
British pound
|
£ | 20.4 |
million
|
||
Japanese yen
|
¥ | 21,056.7 |
million
|
||
Polish zloty
|
PLN 28.9
|
million
|
|||
Costa Rican colon
|
CRC 51,000.0
|
million
|
|||
Chilean peso
|
CLP 6,375.0
|
million
|
Derivatives Designated as Hedging Instruments
(1)(2)
|
||||||||
Foreign exchange contracts
|
||||||||
Balance Sheet Location:
|
April 1, 2011
|
December 31, 2010
|
||||||
Asset derivatives:
|
||||||||
Prepaid expenses and other current assets
|
$ | 0.9 | $ | 4.1 | ||||
Other noncurrent assets
|
0.4 | - | ||||||
Total asset derivatives
|
$ | 1.3 | $ | 4.1 | ||||
Liability derivatives:
|
||||||||
Accounts payable and accrued expenses
|
$ | 14.8 | $ | 13.6 | ||||
Other noncurrent liabilities
|
3.9 | 9.1 | ||||||
Total liability derivatives
|
$ | 18.7 | $ | 22.7 |
(1)
We expect that $13.9 million of the net fair value of hedges recognized as a loss in accumulated other comprehensive income ("AOCI")
will be transferred to earnings during the next 12 months and a net loss of $3.5 million will be transferred to earnings during 2012 along
with the effect of the related forecasted transaction.
|
(2)
See Note 16, "
Fair Value Measurements
", for fair value disclosures.
|
Derivatives in Cash Flow
Hedging Relationships
|
Amount of Gain (Loss) Recognized in
Other Comprehensive Income on
Derivatives (Effective Portion)
|
Location of Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)
|
Amount of Gain (Loss) Reclassified
from AOCI into Income (Effective
Portion)
|
|||||||||||||||
Quarter ended
|
Quarter ended
|
|||||||||||||||||
April 1, 2011
|
April 2, 2010
|
April 1, 2011
|
April 2, 2010
|
|||||||||||||||
Foreign exchange contracts
|
$ | 1.7 | $ | 11.5 |
Net sales
|
$ | (2.9 | ) | $ | 4.6 | ||||||||
Foreign exchange contracts
|
(0.5 | ) | (0.6 | ) |
Cost of products sold
|
0.1 | 0.6 | |||||||||||
Bunker fuel swap agreements
(1)
|
- | (1.1 | ) |
Cost of products sold
|
- | 0.9 | ||||||||||||
Total
|
$ | 1.2 | $ | 9.8 | $ | (2.8 | ) | $ | 6.1 | |||||||||
(1)
There was no inneffective portion reclassified from AOCI into income for the bunker fuel swap agreements for the
quarter ended April 2, 2010.
|
Fair Value Measeurements
|
||||||||
Foreign currency hedges, net asset (liability)
|
||||||||
April 1, 2011
|
December 31, 2010
|
|||||||
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
$ | - | $ | - | ||||
Significant Observable Inputs (Level 2)
|
(17.4 | ) | (18.6 | ) | ||||
Significant Unobservable Inputs (Level 3)
|
- | - |
Melon Reporting
Unit Goodwill
|
||||
Carrying Value
|
$ | 3.3 | ||
Approximate percentage by which the fair
|
||||
value exceeds the carrying value based on an
|
3 | % | ||
interim impairment test as of April 1, 2011
|
||||
Amount that a one percentage point increase
|
||||
in the discount rate and a 5% decrease in cash
|
$ | 3.3 | ||
flows would cause the carrying value to
|
||||
exceed the fair value and trigger a fair
|
||||
valuation
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
●
|
Net sales of bananas increased by $24.9 million principally due to higher per unit sales prices in Europe and North America. Worldwide banana per unit sales prices increased 9% and sales volume decreased by 3% due to reduced industry supply as a result of inclement weather in Latin America.
|
o
|
Europe banana per unit sales prices increased significantly primarily as a result of lower industry volumes in the market.
|
o
|
North America banana net sales increased principally as a result of higher per unit sales prices due to industry shortages.
|
o
|
Middle East banana per unit sales prices increased as a result of improving market conditions and reduced sales volumes in the market.
|
o
|
Asia banana sales volume increased due to higher shipments from the Philippines as a result of recovery from the prior year’s drought. Banana per unit sales prices increased due to improved market conditions.
|
●
|
Net sales in the prepared food segment increased $10.9 million principally due to higher net sales of canned pineapples in Europe as a result of increased shipments from our Kenya operations combined with higher sales volumes of beverage products. Also contributing to the increase in net sales in our prepared food segment were increased sales in our Jordanian poultry and processed meat business that resulted from higher sales volume.
|
●
|
Net sales in the other fresh produce segment decreased $4.9 million principally as a result of lower net sales of melons and Argentine grain, partially offset by higher net sales of non-tropical fruit, tomatoes and fresh-cut products.
|
o
|
Net sales of melons decreased principally as a result of continued planned sales volume reductions combined with lower per unit sales prices in North America and Europe.
|
o
|
Net sales of Argentine grain decreased as a result of our decision in 2010 to exit grain operations in Argentina.
|
o
|
Net sales of non-tropical fruit increased principally due to higher per unit sales prices and sales volumes of avocados in North America combined with higher sales volume of grapes in North America and Asia, partially offset by lower grapes per unit sales prices in North America, Europe and Asia.
|
o
|
Net sales of tomatoes increased primarily due to increased sales volumes sourced from Central America.
|
o
|
Net sales of fresh-cut products increased primarily due to higher per unit sales prices in North America and Europe that resulted from improved market conditions.
|
●
|
Gross profit in the banana segment increased $33.1 million primarily due to higher worldwide per unit sales prices that resulted from industry shortages and improving market conditions, partially offset by higher input and fuel costs combined with unfavorable exchange rates in producing countries.
|
●
|
Gross profit in the prepared food segment increased by $3.4 million principally as a result of higher per unit sales prices of canned pineapple, partially offset by higher costs in the Jordanian poultry business, primarily the cost of corn feed.
|
●
|
Gross profit in the other fresh produce segment decreased $11.5 million principally due to lower gross profit on pineapples and non-tropical fruit, partially offset by higher gross profit on fresh-cut products.
|
o
|
Gross profit on pineapples decreased principally due to lower worldwide per unit sales prices and higher fuel prices and unfavorable exchange rates in producing countries. Per unit sales prices decreased 5% and sales volume increased 2%.
|
o
|
Gross profit on non-tropical fruit decreased principally due to lower gross profit on grapes as a result of lower per unit sales prices in North America and Asia which resulted from significantly higher sales volumes.
|
o
|
Gross profit on fresh-cut products increased principally due to higher per unit sales prices in North America that resulted from increased sales of higher priced products.
|
Melon Reporting
Unit Goodwill
|
||||
Carrying Value
|
$ | 3.3 | ||
Approximate percentage by which the fair
|
||||
value exceeds the carrying value based on an
|
3 | % | ||
interim impairment test as of April 1, 2011
|
||||
Amount that a one percentage point increase
|
||||
in the discount rate and a 5% decrease in cash
|
$ | 3.3 | ||
flows would cause the carrying value to
|
||||
exceed the fair value and trigger a fair
|
||||
valuation
|
Controls and Procedures
|
Legal Proceedings
|
Risk Factors
|
Period
|
Total Number of
Shares Purchased
|
Average Price Paid
per Share
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
Maximum Dollar
Value of Shares
that May Yet Be
Purchased Under
the Program
(1)(2)
|
January 1, 2011
through
January 31, 2011
|
-
|
$ -
|
-
|
$ 191,965,965
|
February 1, 2011
through
February 28, 2010
|
-
|
$ -
|
-
|
$ 191,965,965
|
March 1, 2011
through
April 1, 2011
|
-
|
$ -
|
-
|
$ 191,965,965
|
Total
|
-
|
$ -
|
-
|
$ 191,965,965
|
(1) On August 3, 2009, we announced that our Board of Directors, at their July 31, 2009 board meeting,
approved a three-year stock repurchase program of up to $150.0 million of our ordinary shares.
|
||||
(2) On May 5, 2010, we announced that our Board of Directors, at their May 5, 2010 board meeting,
approved a three-year stock repurchase program of up to $150.0 million of our ordinary shares in addition to the program announced on August 3, 2009.
|
Exhibits
|
10.1*
|
2011 Performance Incentive Plan for the Chief Executive Officer.
|
10.2*
|
Third Amendment to the Second Amended and Restated Credit Agreement dated March 28, 2011.
|
31.1*
|
Certification of Chief Executive Officer filed pursuant to 17 CFR 240.13a-14(a).
|
31.2*
|
Certification of Chief Financial Officer filed pursuant to 17 CFR 240.13a-14(a).
|
32*
|
Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C. Section 1350.
|
101.INS** | XBRL Instance 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.
|
*
|
Filed herewith
|
**
|
In accordance with Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
|
Fresh Del Monte Produce Inc.
|
||
Date: May 3, 2011
|
By:
|
/s/
Hani El-Naffy
|
Hani El-Naffy
|
||
President & Chief Operating Officer
|
||
By:
|
/s/
Richard Contreras
|
|
Richard Contreras
|
||
Senior Vice President & Chief Financial Officer
|
7 |
Level
|
Leverage Ratio
|
Applicable
Margin for LIBO
Rate Advances
|
Applicable
Margin for
Base Rate
Advances
|
Applicable
Margin for
Unused
Commitment
|
1
|
Greater than or equal to 2.75 to 1.00
|
2.500%
|
1.500%
|
0.500%
|
2
|
Less than 2.75 to 1.00, but greater than or equal to 2.25 to 1.00
|
2.250%
|
1.250%
|
0.375%
|
3
|
Less than 2.25 to 1.00, but greater than or equal to 1.50 to 1.00
|
2.000%
|
1.000%
|
0.375%
|
4
|
Less than 1.50 to 1.00, but greater than or equal to 1.00 to 1.00
|
1.750%
|
0.750%
|
0.250%
|
5
|
Less than 1.00 to 1.00
|
1.500%
|
0.500%
|
0.250%
|
BORROWERS:
|
FRESH DEL MONTE PRODUCE INC.
|
|
By:
|
||
Name:
|
||
Title:
|
||
DEL MONTE FRESH PRODUCE N.A., INC. | ||
By:
|
||
Name:
|
||
Title: | ||
DEL MONTE FRESH PRODUCE
|
||
INTERNATIONAL, INC.
|
||
By: | ||
Name: | ||
Title: | ||
FRESH DEL MONTE SHIP HOLDINGS LTD. | ||
By: | ||
Name: | ||
Title: |
|
DEL MONTE B.V.
|
|
By:
|
||
Name:
|
||
Title:
|
||
DEL MONTE (UK) LIMITED
|
||
By:
|
||
Name:
|
||
Title: | ||
DEL MONTE FOODS INTERNATIONAL
|
||
LIMITED
|
||
By: | ||
Name: | ||
Title: | ||
DEL MONTE INTERNATIONAL, INC.
|
||
By: | ||
Name: | ||
Title: | ||
DEL MONTE EUROPE LIMITED | ||
By: | ||
Name: | ||
Title: |
|
DEL MONTE FUND B.V.
|
|
By:
|
||
Name:
|
||
Title:
|
||
NETWORK SHIPPING LTD.
|
||
By:
|
||
Name:
|
||
Title: | ||
DEL MONTE INTERNATIONAL GMBH
|
||
By: | ||
Name: | ||
Title: |
GUARANTORS:
|
DEL MONTE FRESH PRODUCE COMPANY
|
|
By:
|
||
Name:
|
||
Title:
|
||
DEL MONTE FRESH PRODUCE
|
||
(SOUTHWEST), INC | ||
By:
|
||
Name:
|
||
Title: | ||
FRESH DEL MONTE PRODUCE (CANADA),
|
||
INC.
|
||
By: | ||
Name: | ||
Title: | ||
DEL MONTE FRESH PRODUCE (WEST
|
||
COAST), INC. | ||
By: | ||
Name: | ||
Title: | ||
DEL MONTE FRESH PRODUCE (TEXAS), INC. | ||
By: | ||
Name: | ||
Title: |
|
FDM HOLDINGS LIMITED
|
|
By:
|
||
Name:
|
||
Title:
|
||
DEL MONTE B.V.I. LIMITED
|
||
By:
|
||
Name:
|
||
Title: | ||
CORPORACION DE DESARROLLO
|
||
AGRICOLA DEL MONTE S.A.
|
||
By: | ||
Name: | ||
Title: | ||
COMPA
Ñ
IA DE DESARROLLO BANANERO
|
||
DE GUATEMALA, S.A. | ||
By: | ||
Name: | ||
Title: | ||
DEL MONTE FRESH PRODUCE (ASIA-
|
||
PACIFIC) LIMITED | ||
By: | ||
Name: | ||
Title: |
|
FRESH DEL MONTE PRODUCE N.V.
|
|
By:
|
||
Name:
|
||
Title:
|
||
WAFER LIMITED
|
||
By:
|
||
Name:
|
||
Title: | ||
FRESH DEL MONTE JAPAN COMPANY LTD.
|
||
By: | ||
Name: | ||
Title: | ||
DEL MONTE FRESH PRODUCE (CHILE) S.A..
|
||
By: | ||
Name: | ||
Title: | ||
DEL MONTE FRESH PRODUCE INVESTMENT
|
||
(CHILE) CORP. | ||
By: | ||
Name: | ||
Title: | ||
CLAVERTON LIMITED | ||
By: | ||
Name: | ||
Title: |
ADMINISTRATIVE AGENT AND
|
|
|
LENDERS: |
COÖPERATIEVE CENTRALE RAIFFEISEN-
|
|
BOERENLEENBANK B.A., “RABOBANK | ||
NEDERLAND”, NEW YORK BRANCH, as | ||
Administrative Agent and a Lender | ||
By:
|
||
Name:
|
||
Title:
|
||
By: | ||
Name: | ||
Title: | ||
AGFIRST FARM CREDIT BANK, as a Lender
|
||
By:
|
||
Name:
|
||
Title: | ||
SUNTRUST BANK, as a Lender
|
||
By: | ||
Name: | ||
Title: | ||
FARM CREDIT SERVICES OF MID-AMERICA,
|
||
PCA, as a Lender | ||
By: | ||
Name: | ||
Title: |
|
ING CAPITAL LLC, as a Lender
|
|
By:
|
||
Name:
|
||
Title:
|
||
U.S. AGBANK, FCB, as a Lender
|
||
By:
|
||
Name:
|
||
Title: | ||
U.S. BANK NATIONAL ASSOCIATION, as a
|
||
Lender
|
||
By: | ||
Name: | ||
Title: | ||
BANK OF AMERICA, N.A., as a Lender
|
||
By: | ||
Name: | ||
Title: | ||
COBANK, ACB, as a Lender
|
||
By: | ||
Name: | ||
Title: |
|
FARM CREDIT BANK OF TEXAS, as a Lender
|
|
By:
|
||
Name:
|
||
Title:
|
||
FARM CREDIT WEST, PCA, as a Lender
|
||
By:
|
||
Name:
|
||
Title: | ||
GREENSTONE FARM CREDIT SERVICES
|
||
ACA/FCLA, as a Lender
|
||
By: | ||
Name: | ||
Title: | ||
1ST FARM CREDIT SERVICES, PCA, as a
|
||
Lender | ||
By: | ||
Name: | ||
Title: | ||
JPMORGAN CHASE BANK, N.A., as a Lender
|
||
By: | ||
Name: | ||
Title: |
|
AMERICAN AGCREDIT, PCA, as a Lender
|
|
By:
|
||
Name:
|
||
Title:
|
||
FARM CREDIT SERVICES OF AMERICA, PCA,
|
||
as a Lender | ||
By:
|
||
Name:
|
||
Title: | ||
REGIONS BANK, as a Lender
|
||
By: | ||
Name: | ||
Title: | ||
FARM CREDIT SERVICES OF THE
|
||
MOUNTAIN PLAINS, PCA, as a Lender | ||
By: | ||
Name: | ||
Title: | ||
UNITED FCS, PCA d/b/a FCS COMMERCIAL
|
||
FINANCE GROUP, as a Lender | ||
By: | ||
Name: | ||
Title: |
|
TD BANK, N.A., as a Lender
|
|
By:
|
||
Name:
|
||
Title:
|
||
WELLS FARGO BANK, NATIONAL
|
||
ASSOCIATION, as a Lender | ||
By:
|
||
Name:
|
||
Title: | ||
BANK OF MONTREAL, as a Lender
|
||
By: | ||
Name: | ||
Title: |
Signature:
|
/s/
Mohammad Abu-Ghazaleh
|
|
Title:
|
Chairman and Chief Executive Officer
|
Signature:
|
/s/
Richard Contreras
|
|
Title:
|
Senior Vice President | |
|
and Chief Financial Officer
|
(1)
|
the accompanying Quarterly Report on Form 10-Q for the period ending April 1, 2011, as filed with the U.S. Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 3, 2011
|
By:
|
/s/
Mohammad Abu-Ghazaleh
|
Name:
|
Mohammad Abu-Ghazaleh
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
Date: May 3, 2011
|
By:
|
/s/
Richard Contreras
|
Name:
|
Richard Contreras
|
|
Title:
|
Senior Vice President and Chief Financial Officer
|