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3: EX-10.25 Material Contract HTML 80K
4: EX-10.26 Material Contract HTML 126K
5: EX-10.27 Material Contract HTML 112K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 28K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 28K
8: EX-32 Certification -- §906 - SOA'02 HTML 26K
14: R1 Cover Page HTML 75K
15: R2 Consolidated Balance Sheets (Unaudited) HTML 157K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 45K
17: R4 Consolidated Statements of Operations (Unaudited) HTML 119K
18: R5 Consolidated Statements of Comprehensive Income HTML 56K
(Unaudited)
19: R6 Consolidated Statements of Cash Flows (Unaudited) HTML 125K
20: R7 Consolidated Statements of Shareholders' Equity HTML 123K
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21: R8 General HTML 33K
22: R9 Recently Issued Accounting Pronouncements HTML 36K
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24: R11 Income Taxes HTML 31K
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26: R13 Share-Based Compensation HTML 41K
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28: R15 Debt and Finance Lease Obligations HTML 82K
29: R16 Commitments and Contingencies HTML 27K
30: R17 Earnings Per Share HTML 49K
31: R18 Retirement and Other Employee Benefits HTML 43K
32: R19 Business Segment Data HTML 136K
33: R20 Derivative Financial Instruments HTML 101K
34: R21 Fair Value Measurements HTML 45K
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52: R39 Income Taxes (Details) HTML 41K
53: R40 Allowance for Credit Losses - Narrative (Details) HTML 44K
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Receivable Allowance for Credit Losses (Details)
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Along with the Related Allowance for Doubtful
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selling, general and administrative expenses -
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Debt and Finance Lease Obligations (Details)
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material terms of the credit facility and other
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Changes in OCI (Details)
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Reclassification from OCI (Details)
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Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
iOrdinary Shares, $0.01 Par Value Per Share
iFDP
iNew
York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. iYes☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). iYes☒ No ☐
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
iLarge
accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
i☐
Emerging
growth company
i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes i☐ No ☒
As of July 22, 2022, there were i47,832,974
ordinary shares of Fresh Del Monte Produce Inc. issued and outstanding.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1.
iGeneral
Reference in this Report to “Fresh Del Monte”, “we”, “our” and “us” and the “Company” refer to Fresh Del Monte Produce Inc. and its subsidiaries, unless the context indicates otherwise.
Nature
of Business
We were incorporated under the laws of the Cayman Islands in 1996. We are one of the world’s leading vertically integrated producers, marketers and distributors of high-quality fresh and fresh-cut fruit and vegetables, as well as a leading producer and marketer of prepared fruit and vegetables, juices, beverages and snacks in Europe, Africa and the Middle East. We market our products worldwide under the Del Monte® brand, a symbol of product innovation, quality, freshness and reliability since 1892. Our major sales markets are organized as follows: North America, Europe, the Middle East (which includes North Africa) and Asia. Our global sourcing and logistics system allows us to provide regular delivery of consistently high-quality produce and value-added services to our customers. Our major producing
operations are located in North, Central and South America, Asia and Africa. Our products are sourced from company-owned operations, through supply contracts with independent growers, and through joint venture arrangements.
Our business is comprised of ithree reportable segments, two of which represent our primary businesses of fresh and value-added products and banana, and one that represents
our other ancillary businesses.
•Fresh and value-addedproducts - includes pineapples, fresh-cut fruit, fresh-cut vegetables (which includes fresh-cut salads), melons, vegetables, non-tropical fruit (including grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries and kiwis), other fruit and vegetables, avocados, and prepared foods (including prepared fruit and vegetables, juices, other beverages, and meals and snacks).
•Banana
•Other products and services -includes
our ancillary businesses consisting of sales of poultry and meat products, a plastic product business, and third-party freight services.
Basis of Presentation
The accompanying unaudited Consolidated Financial Statements for the quarter and six months ended July 1, 2022 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments of a normal recurring nature considered necessary for fair presentation have been included. Operating results
for the quarter and six months ended July 1, 2022 are subject to significant seasonal variations and are not necessarily indicative of the results that may be expected for the year ending December 30, 2022. For further information, refer to the Consolidated Financial Statements and notes thereto included in our annual report on Form 10-K for the fiscal year ended December 31, 2021.
We are required to evaluate events occurring after July 1, 2022 for recognition and disclosure in the unaudited Consolidated Financial Statements for the quarter and six months ended July 1, 2022. Events are evaluated based on whether they represent information existing
as of July 1, 2022, which require recognition in the unaudited Consolidated Financial Statements, or new events occurring after July 1, 2022 which do not require recognition but require disclosure if the event is significant to the unaudited Consolidated Financial Statements. We evaluated events occurring subsequent to July 1, 2022 through the date of issuance of these unaudited Consolidated Financial Statements.
Certain reclassification of prior period balances have been made to conform to current presentation. Refer to Note 12. Business Segment Data for further information.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
2. iRecently Issued Accounting Pronouncements
i
New
Accounting Pronouncements - Not Yet Adopted
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and a subsequent amendment to the guidance, ASU 2021-01 in January 2021. The ASU provides optional guidance to companies to ease the potential burden associated with transitioning away from reference rates that are expected to be discontinued. The new guidance provides optional expedients and exceptions to apply generally accepted accounting principles to contract modifications and hedging relationships, subject to certain criteria, that reference LIBOR or another reference rate expected to be discontinued. This ASU may currently be adopted and may be applied prospectively
to contract modifications made on or before December 31, 2022. We have LIBOR-based borrowings and interest rate hedges that reference LIBOR. While we are continuing to evaluate the impact of this ASU on our financial condition, results of operations and cash flows, we do not expect its impact will be material at this time.
3. iAsset
Impairment and Other Charges (Credits), Net
i
The following represents a summary of asset impairment and other charges (credits), net recorded during the quarters and six months ended July 1, 2022 and July 2, 2021 (U.S. dollars in millions):
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
3. Asset Impairment and Other Charges (Credits), Net (continued)
(1) $iiii0.4/// million charge
in each of the quarters and six months ended July 1, 2022 and July 2, 2021 primarily related to severance expenses incurred in connection with the planned exits from two facilities in Europe.
(2) $(i0.8) million insurance recovery for the six months ended July 2, 2021 associated with damages to certain of our banana fixed assets in Guatemala caused by hurricanes Eta and Iota in the
fourth quarter of 2020.
4. iIncome Taxes
In connection with the examination of the tax returns in itwo
foreign jurisdictions, the taxing authorities have issued income tax deficiencies related to transfer pricing aggregating approximately $i138.3 million (including interest and penalties) for tax years 2012 through 2016. We strongly disagree with the proposed adjustments and have filed a protest with each of the taxing authorities as we believe that the proposed adjustments are without technical merit.
In one of the foreign jurisdictions, we are currently
contesting tax assessments related to the 2012-2015 audit years and the 2016 audit year in both the administrative court and the judicial court. During 2019 and 2020, we filed actions contesting the tax assessment in the administrative office. Our initial challenge to each of these tax assessments was rejected, and we subsequently lost our appeals at the administrative court. We have subsequently filed actions to contest each of these tax assessments in the country’s judicial courts. In addition, we have filed a request for injunction to the judicial court to stay the tax authorities' collection efforts for these two tax assessments, pending final judicial decisions. The court granted our injunction with respect to the 2016 audit year, however denied our injunction with respect to the 2012-2015 audit years. We timely appealed the denial of the injunction, and an appellate hearing has been set for August 2022. In the interim, the appellate court
has stayed the tax collection action until the August hearing. Pursuant to local law, we registered real estate collateral with an approximate fair market value of $i5.7 million in connection with the grant of the 2016 audit year injunction. This real estate collateral has a net book value of $i4.1 million
as of the quarter ended July 1, 2022. To the extent that our appeal of the injunction for the 2012-2015 audit years is granted and the tax authorities collection efforts are enjoined, we estimate that additional collateral of approximately $i25.0 million would be required to be posted. The registration of this real estate collateral does not affect our operations in the country.
In
the other foreign jurisdiction, the administrative court denied our appeal, and on March 4, 2020 we filed an action in the judicial court to contest the administrative court's decision. The case is still pending.
We will continue to vigorously contest the adjustments and to exhaust all administrative and judicial remedies necessary in both jurisdictions to resolve the matters, which could be a lengthy process.
Income tax provision was $i4.9 million
for the quarter ended July 1, 2022 compared with $i4.8 million for the quarter ended July 2, 2021. The income tax provision for the quarter ended July 2, 2021 reflected the impact of return-to-provision adjustments related to a change in estimate which included a $i0.8 million
benefit associated with the net operating loss carryback provision of the Coronavirus Aid, Relief and Economic Security (CARES) Act enacted in March 2020. Income tax provision for the six months ended July 1, 2022 decreased to $i10.7 million from $i15.8 million
for the six months ended July 2, 2021, primarily due to decreased earnings in certain higher tax jurisdictions.
5. iAllowance for Credit Losses
We estimate expected credit losses on our trade receivables
and financing receivables in accordance with Accounting Standards Codification (“ASC”) 326 - Financial Instruments - Credit Losses.
Trade Receivables
Trade receivables as of July 1, 2022 were $i396.4 million, net of an allowance of $i25.7
million. Our allowance for trade receivables consists of two components: a $i9.1 million allowance for credit losses and a $i16.6
million allowance for customer claims accounted for under the scope of ASC 606 - Revenue Recognition.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
5. Allowance for Credit Losses (continued)
As
a result of our robust credit monitoring practices, the industry in which we operate, and the nature of our customer base, the credit losses associated with our trade receivables have historically been insignificant in comparison to our annual net sales. We measure the allowance for credit losses on trade receivables on a collective (pool) basis when similar risk characteristics exist.
We generally pool our trade receivables based on the geographic region or country to which the receivables relate. Receivables that do not share similar risk characteristics are evaluated for collectability on an individual basis.
Our historical credit loss experience provides the basis for our estimation of expected credit losses. We generally use a ithree-year
average annual loss rate as a starting point for our estimation, and make adjustments to the historical loss rate to account for differences in current conditions impacting the collectability of our receivable pools. We generally monitor macroeconomic indicators to assess whether adjustments are necessary to reflect current conditions.
i
The table below presents a rollforward of our trade receivable allowance for credit losses for the six months ended July 1, 2022
and July 2, 2021 (U.S. dollars in millions):
(1)
$i0.3 million reclassification to the long-term allowance for credit losses, presented in other noncurrent assets on our Consolidated Balance Sheets, from short-term during the six months ended July 1, 2022. The amount in the long-term allowance related to trade receivables as of July 1, 2022 is not material to our Consolidated Financial Statements.
/
Financing
Receivables
Financing receivables are included in other accounts receivable, net on our Consolidated Balance Sheets and are recognized at amortized cost less an allowance for estimated credit losses. Financing receivables include seasonal advances to growers and suppliers, which are usually short-term in nature, and other financing receivables.
A significant portion of the fresh produce we sell is acquired through supply contracts with independent growers. In order to ensure the consistent high quality of our products and packaging, we make advances to independent growers and suppliers. These growers and suppliers typically sell all of their production to us and make payments on their advances as a deduction to the
agreed upon selling price of the fruit or packaging material. The majority of the advances to growers and suppliers are for terms less than ione year and typically span a growing season. In certain cases, there may be longer term advances with terms of up to ifive years.
We
measure the allowance for credit losses on advances to suppliers and growers on a collective (pool) basis when similar risk characteristics exist. We generally pool our advances based on the country to which they relate, and further disaggregate them based on their current or past-due status. We generally consider an advance to a grower to be past due when the advance is not fully paid within the respective growing season. The allowance for advances to growers and suppliers that do not share similar risk characteristics are determined on a case-by-case basis, depending on the expected production for the season and other contributing factors. The advances are typically collateralized by property liens and pledges of the respective season’s produce. Occasionally, we agree to a payment plan with these growers or take steps to recover the advance via established collateral. We may write-off uncollectible financing receivables after our collection efforts are exhausted. Historically,
our credit losses associated with our advances to suppliers and growers have not been significant.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
5. Allowance for Credit Losses (continued)
Our historical credit loss experience provides the basis for our estimation
of expected credit losses. We generally use a three-year average annual loss rate as a starting point for our estimation, and make adjustments to the historical loss rate to account for differences in current or expected future conditions. We generally monitor macroeconomic indicators as well as other factors, including unfavorable weather conditions and crop diseases, which may impact the collectability of the advances when assessing whether adjustments to the historical loss rate are necessary.
i
The
following table details the advances to growers and suppliers based on their credit risk profile (U.S. dollars in millions):
On June 2, 2022, our shareholders approved and ratified the 2022 Omnibus Share Incentive Plan (the “2022 Plan”). The 2022 Plan allows us to grant equity-based compensation awards including restricted stock units (“RSUs”), performance stock units (“PSUs”), stock options, and restricted stock awards. The 2022 Plan replaces and supersedes the 2014 Omnibus Share Incentive Plan (the “Prior Plan”). Under the 2022 Plan, the Board of Directors is authorized to award up to i2,800,000
ordinary shares plus approximately i270,000 ordinary shares remaining available under the Prior Plan.
i
Stock-based
compensation expense related to RSUs and PSUs is included in selling, general and administrative expenses in the accompanying Consolidated Statements of Operations and is comprised as follows (U.S. dollars in millions):
Subsequent
to the six months ended July 1, 2022, an additional i101,672 PSUs were awarded at an average price per share of $i31.27.
Under
the 2022 Plan and Prior Plan, each RSU/PSU represents a contingent right to receive ione of our ordinary shares. The PSUs are subject to meeting minimum performance criteria set by the Compensation Committee of our Board of Directors. The actual number of shares the recipient receives is determined based on the results achieved versus performance
goals. Those performance goals are based on exceeding a measure of our earnings. Depending on the results achieved, the actual number of shares that an award recipient receives at the end of the period may range from i0% to i100%
of the award units granted. Provided such criteria are met, the PSUs granted during the six months ended July 1, 2022 will vest in ithree equal installments in June 2023, March 2024 and March 2025. PSUs granted prior to 2022 will vest in ithree
equal annual installments on each of the next ithree anniversary dates. All PSU vesting is contingent on the recipient's continued employment with us.
Expense for RSUs is recognized on a straight line basis over the requisite service period for the entire award. RSUs granted in 2022 vest in ithree
equal installments in June 2023, March 2024 and March 2025, with the exception of RSUs granted to our Board of Directors which vest after a one-year period. RSUs granted in 2021 vest annually in ithree equal installments over a ithree-year
service period while RSUs granted prior to 2021 vested i20% on the grant date, with i20%
vesting on each of the next ifour anniversaries.
The fair market value for RSUs and PSUs is based on the closing price of our stock on the grant date. We recognize expenses related to RSUs and PSUs based on the fair market value, as determined on the grant date, ratably over the vesting period, provided the performance condition, if any, is
probable. Forfeitures are recognized as they occur.
RSUs and PSUs do not have the voting rights of ordinary shares, and the shares underlying the RSUs and PSUs are not considered issued and outstanding. However, shares underlying RSUs/PSUs are included in the calculation of diluted earnings per share to the extent the performance criteria are met, if any.
RSUs and PSUs are eligible to earn Dividend Equivalent Units (“DEUs”) equal to the cash dividend paid to ordinary shareholders. DEUs are subject to the same performance and/or service conditions as the underlying RSUs and PSUs and are forfeitable.
Senior unsecured revolving credit facility (see Credit Facility below)
$
i462.7
$
i519.1
Finance
lease obligations
i9.2
i9.9
Total debt
and finance lease obligations
i471.9
i529.0
Less: Current
maturities
(i1.3)
(i1.3)
Long-term
debt and finance lease obligations
$
i470.6
$
i527.7
/
Credit
Facility
On October 1, 2019, we entered into a Second Amended and Restated Credit Agreement (as amended, the “Second A&R Credit Agreement”) with Bank of America, N.A. as administrative agent and BofA Securities, Inc. as sole lead arranger and sole bookrunner and certain other lenders. The Second A&R Credit Agreement provides for a ifive-year, $i1.1
billion syndicated senior unsecured revolving credit facility maturing on October 1, 2024 (the “Revolving Credit Facility”). Certain of our direct and indirect subsidiaries have guaranteed the obligations under the Second A&R Credit Agreement.
Amounts borrowed under the Revolving Credit Facility accrue interest, at our election, at either (i) the Eurocurrency Rate (as defined in the Second A&R Credit Agreement) plus a margin that ranges from i1.0%
to i1.5% or (ii) the Base Rate (as defined in the Second A&R Credit Agreement) plus a margin that ranges from i0% to i0.5%,
in each case based on our Consolidated Leverage Ratio (as defined in the Second A&R Credit Agreement). The Second A&R Credit Agreement interest rate grid provides for five pricing levels for interest rate margins.
The Second A&R Credit Agreement provides for an accordion feature that permits us, without the consent of the other lenders, to request that one or more lenders provide us with increases in revolving credit facility or term loans up to an aggregate of $i300
million (“Incremental Increases”). The aggregate amount of Incremental Increases can be further increased to the extent that after giving effect to the proposed increase in revolving credit facility commitments or term loans our Consolidated Leverage Ratio, on a pro forma basis, would not exceed i2.50 to 1.00. Our ability to request such increases in the revolving credit facility or term loans is subject to our compliance with customary conditions set forth in the Second A&R Credit Agreement including compliance, on a pro forma basis, with the financial covenants and ratios set forth therein. Upon our request, each lender may decide, in its sole discretion,
whether to increase all or a portion of its revolving credit facility commitment or provide term loans.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
8. Debt and Finance Lease Obligations (continued)
The Second A&R Credit Agreement requires us to comply
with certain financial and other covenants. Specifically, it requires us to maintain a 1) Consolidated Leverage Ratio of not more than i3.50 to 1.00 at any time during any period of four consecutive fiscal quarters, subject to certain exceptions and 2) a minimum Consolidated Interest Coverage Ratio of not less than i2.25 to 1.00 as of the end of any
fiscal quarter. Additionally, it requires us to comply with certain other covenants, including limitations on capital expenditures, stock repurchases, the amount of dividends that can be paid in the future, the amount and types of liens and indebtedness, material asset sales, and mergers. Under the Second A&R Credit Agreement, we are permitted to declare or pay cash dividends in any fiscal year up to an amount that does not exceed the greater of (i) an amount equal to the greater of (A) i50% of the Consolidated Net Income (as defined in the Second A&R Credit Agreement) for the immediately
preceding fiscal year or (B) $i25 million or (ii) the greatest amount which would not cause the Consolidated Leverage Ratio (determined on a pro forma basis) to exceed i3.25 to 1.00. It also provides an allowance for stock repurchases to be an amount not exceeding the greater of (i) $i150
million in the aggregate or (ii) the amount that, after giving pro forma effect thereto and any related borrowings, will not cause the Consolidated Leverage Ratio to exceed i3.25 to 1.00. As of July 1, 2022, we were in compliance with all of the covenants contained in the Second A&R Credit Agreement.
Debt issuance costs of $i1.0
million and $i1.3 million are included in other noncurrent assets on our Consolidated Balance Sheets as of July 1, 2022 and December 31, 2021, respectively.
We have a renewable i364-day,
$i25.0 million letter of credit facility with Rabobank Nederland.
i
The following is a summary of the material terms of the Revolving
Credit Facility and other working capital facilities at July 1, 2022 (U.S. dollars in millions):
The
current margin for LIBOR advances is i1.375%. We intend to use funds borrowed under the Revolving Credit Facility from time to time for general corporate purposes, working capital, capital expenditures and other permitted investment opportunities.
The Revolving Credit Facility permits borrowings under the revolving commitment with an interest rate determined based on our leverage ratio and spread over LIBOR. In addition, we pay a fee on unused commitments.
As
of July 1, 2022, we applied $i26.9 million to letters of credit and bank guarantees issued from Rabobank Nederland, Bank of America, and other banks.
During 2018, we entered into interest rate swaps in order to hedge the risk of the fluctuation on future interest payments related to our variable rate LIBOR-based borrowings from our Revolving Credit Facility. Refer to Note 13, “Derivative Financial Instruments.”
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
9. iCommitments and Contingencies
Kunia Well Site
In
1980, elevated levels of certain chemicals were detected in the soil and ground-water at a plantation leased by ione of our U.S. subsidiaries in Honolulu, Hawaii (the “Kunia Well Site”). In 2005, our subsidiary signed a Consent Decree (“Consent Decree”) with the Environmental Protection Agency (“EPA”) for the performance of the clean-up work for the Kunia Well Site.
Based
on findings from remedial investigations, our subsidiary continues to evaluate with the EPA the clean-up work currently in progress in accordance with the Consent Decree.
The estimate associated with the clean-up costs, and on which our accrual is based, is $i12.8 million. As of July 1, 2022, $i12.4 million
was included in other noncurrent liabilities, and $i0.4 million was included in accounts payable and accrued expenses in the Consolidated Balance Sheets for the Kunia Well Site clean-up. We expect to expend approximately $i0.4 million
in 2022, $i1.1 million in 2023 and $iii0.9// million
in each of the years 2024, 2025 and 2026.
Additional Information
In addition to the foregoing, we are involved from time to time in various claims and legal actions incident to our operations, both as plaintiff and defendant. In the opinion of management, after consulting with legal counsel, none of these other claims are currently expected to have a material adverse effect on the results of operations, financial position or our cash flows.
We intend to vigorously defend ourselves in all of the above matters.
10.
iEarnings Per Share
i
Basic and diluted net income per ordinary share is calculated as follows (U.S. dollars in millions, except
share and per share data):
Net
income per ordinary share attributable to Fresh Del Monte Produce Inc.:
Basic
$
i0.44
$
i0.99
$
i0.98
$
i1.89
Diluted
$
i0.44
$
i0.99
$
i0.98
$
i1.89
(1)Certain
unvested RSUs and PSUs are not included in the calculation of net income per ordinary share because the effect would have been antidilutive.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
11. iRetirement and Other Employee Benefits
i
The
following table sets forth the net periodic benefit costs of our defined benefit pension plans and post-retirement benefit plans (U.S. dollars in millions):
We
provide certain other retirement benefits to certain employees who are not U.S.-based and are not included above. Generally, benefits under these programs are based on an employee’s length of service and level of compensation. These programs are immaterial to our consolidated financial statements. The net periodic benefit costs related to other non-U.S. based plans is $i0.9 million for the quarter ended July 1, 2022 and $i0.9
million for the quarter ended July 2, 2021. The net periodic benefit costs related to other non-U.S. based plans is $i1.7 million for the six months ended July 1, 2022 and $i1.8
million for the six months ended July 2, 2021.
Service costs are presented in the same line item in the Consolidated Statements of Operations as other compensation costs arising from services rendered by the employees during the period. With the exception of service cost, the other components of net periodic benefit costs (which include interest costs, expected return on assets, and amortization of net actuarial losses) are recorded in the Consolidated Statements of Operations in other expense, net.
12. iBusiness
Segment Data
Our business is comprised of ithree reportable segments, two of which represent our primary businesses of fresh and value-added products and banana, and one that represents our other ancillary businesses.
•Fresh and value-addedproducts - includes pineapples, fresh-cut fruit, fresh-cut vegetables (which
includes fresh-cut salads), melons, vegetables, non-tropical fruit (including grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries and kiwis), other fruit and vegetables, avocados, and prepared foods (including prepared fruit and vegetables, juices, other beverages, and meals and snacks).
•Banana
•Other products and services -includes our ancillary businesses consisting of sales of poultry and meat products, a plastic product business, and third-party freight services.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
12. Business Segment Data (continued)
i
We evaluate performance based on several factors, of which net sales and gross profit
by product are the primary financial measures (U.S. dollars in millions):
Our
segment data disclosures for the quarter and six months ended July 2, 2021 have been adjusted to reflect a reclassification of cost of products sold between our three segments as a result of a refinement in our cost allocation methodology. For the quarter ended July 2, 2021, this reclassification resulted in an increase to our fresh and value-added products segment gross profit of $i1.0 million, an increase to our banana segment gross profit of $i1.4 million
and a decrease to our other products and services segment gross profit of $i2.4 million. For the six months ended July 2, 2021, this reclassification resulted in an increase to our fresh and value-added products segment gross profit of $i1.7 million,
an increase to our banana segment gross profit of $i2.1 million and a decrease to our other products and services segment gross profit of $i3.8 million.
Our derivative financial instruments reduce our exposure to fluctuations in foreign exchange rates, variable interest rates and bunker fuel prices. We designate our derivative financial instruments as cash flow hedges.
Counterparties expose us to credit loss in the event of non-performance on hedges. We monitor our exposure to counterparty non-performance risk both at inception of the hedge and at least quarterly thereafter.
Fluctuations in the value of the derivative instruments are generally offset by changes in the cash flows of the underlying exposures being hedged. A cash flow hedge requires that the change in the fair value of a derivative instrument be recognized in other comprehensive
income (loss), a component of shareholders’ equity, and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item.
Certain of our derivative instruments contain provisions that require the current credit relationship between us and our counterparty to be maintained throughout the term of the derivative instruments. If that credit relationship changes, certain provisions could be triggered, and the counterparty could request immediate collateralization of derivative instruments in a net liability position above a certain threshold. The aggregate fair value of all derivative instruments with a credit-risk-related contingent feature that are in a liability position on July 1, 2022 is $i15.2
million. As of July 1, 2022, no triggering event has occurred and thus we are not required to post collateral.
Derivative instruments are disclosed on a gross basis. There are various rights of setoff associated with our derivative instruments that are subject to an enforceable master netting arrangement or similar agreements. Although various rights of setoff and master netting arrangements or similar agreements may exist with the individual counterparties, individually, these financial rights are not material.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
13. Derivative Financial Instruments (continued)
Cash flows from derivative instruments that are designated as cash flow hedges are classified in the same category as the cash flows from the underlying hedged items. In the event that hedge accounting is discontinued, cash flows related to changes in fair value subsequent to the date of discontinuance are classified within investing activities.
Foreign Currency Hedges
We
are exposed to fluctuations in currency exchange rates against the U.S. dollar on our results of operations and financial condition, and we mitigate that exposure by entering into foreign currency forward contracts. Certain of our subsidiaries periodically enter into foreign currency forward contracts in order to hedge portions of forecasted sales or cost of sales denominated in foreign currencies, which generally mature within one year. Our foreign currency hedges were entered into for the purpose of hedging portions of our 2022 and 2023 foreign currency exposure.
The foreign currency forward contracts
qualifying as cash flow hedges were designated as single-purpose cash flow hedges of forecasted cash flows.
i
We had the following outstanding foreign currency forward contracts as of July 1, 2022 (in millions):
Foreign
currency contracts qualifying as cash flow hedges:
We are exposed to fluctuations in variable interest rates on our results of operations and financial condition, and we mitigate a portion of that exposure by entering into interest rate swaps. We entered into interest rate swaps in order to hedge the risk of the fluctuation on future interest payments related to our variable rate LIBOR-based borrowings through 2028.
Gains or losses on interest rate swaps are recorded in other comprehensive income (loss) and are subsequently reclassified into earnings as the interest expense on debt is recognized in earnings. At July 1, 2022, the notional value of interest rate contracts
outstanding was $i400.0 million, with $i200.0 million maturing in 2024 and the remaining $i200.0
million maturing in 2028. Refer to Note 8, “Debt and Finance Lease Obligations.”
Bunker Fuel Hedges
We are exposed to fluctuations in bunker fuel prices on our results of operations and financial condition, and we periodically enter into bunker fuel swap agreements which permit us to lock in bunker fuel prices and mitigate that exposure. During fiscal 2020, one of our subsidiaries entered into bunker fuel swap agreements in order to hedge portions of our fuel expenses incurred by our owned and chartered vessels throughout 2020 and 2021. We designated our bunker fuel swap agreements as cash flow hedges. As of July 1,
2022, there were ino outstanding bunker fuel hedges.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
13. Derivative Financial Instruments (continued)
i
The following table reflects the fair values of derivative instruments, which are designated as level 2 in the fair value hierarchy, as of July 1, 2022 and December 31,
2021 (U.S. dollars in millions):
(1)
See Note 14, “Fair Value Measurements,” for fair value disclosures.
/
We expect that $i9.1 million of the net fair value of our cash
flow hedges recognized as a net gain in accumulated other comprehensive loss will be transferred to earnings during the next 12 months and a net loss of $i6.2 million will be transferred to earnings over a period of approximately i6
years, along with the earnings effect of the related forecasted transactions.
i
The following table reflects the effect of derivative instruments on the Consolidated Statements of Comprehensive Income for the quarters and six months ended July 1, 2022 and July 2, 2021 (U.S. dollars in millions):
Net
amount of gain (loss) recognized in other comprehensive income (loss) on derivatives
Refer
to Note 15, “Accumulated Other Comprehensive Loss,” for the effect of derivative instruments on the Consolidated Statements of Operations related to amounts reclassified from accumulated other comprehensive loss for the quarters and six months ended July 1, 2022 and July 2, 2021.
14. iFair
Value Measurements
Fair Value of Derivative Instruments
Our derivative assets or liabilities include foreign exchange and interest rate derivatives that are measured at fair value using observable market inputs such as forward rates, interest rates, our own credit risk as well as an evaluation of our counterparties' credit risks. We use an income approach to value our outstanding foreign currency and interest rate hedges, which consists of a discounted cash flow model that takes into account the present value of future cash flows under the terms of the contract using current market information as of the measurement date such as foreign currency spot rates, forward rates and interest rates. Additionally,
we include an element of default risk based on observable inputs into the fair value calculation. Based on these inputs, the derivative assets or liabilities are classified within Level 2 of the valuation hierarchy.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)
14. Fair Value Measurements (continued)
i
The
following table provides a summary of the fair values of our derivative financial instruments measured on a recurring basis (U.S. dollars in millions):
Fair value measurements
Foreign currency
forward contracts, net asset (liability)
Quoted prices in active markets for identical assets (Level 1)
$
i—
$
i—
$
i—
$
i—
Significant
observable inputs (Level 2)
i4.4
(i13.7)
(i1.2)
(i29.4)
Significant
unobservable inputs (Level 3)
i—
i—
i—
i—
/
In
estimating our fair value disclosures for financial instruments, we use the following methods and assumptions:
Cash and cash equivalents: The carrying amount reported in the Consolidated Balance Sheets for these items approximates fair value due to their liquid nature and are classified as Level 1.
Trade accounts receivable and other accounts receivable, net: The carrying value reported in the Consolidated Balance Sheets for these items is net of allowances, which includes a degree of counterparty non-performance risk and are classified as Level 2.
Accounts payable and other current liabilities: The carrying value reported in the Consolidated
Balance Sheets for these items approximates their fair value, which is the likely amount for which the liability with short settlement periods would be transferred to a market participant with a similar credit standing as ours and are classified as Level 2.
Long-term debt: The carrying value of our long-term debt reported in the Consolidated Balance Sheets approximates their fair value since they bear interest at variable rates which contain an element of default risk. The fair value of our long-term debt is estimated using Level 2 inputs based on quoted prices for those or similar instruments. Refer to Note 8, “Debt and Finance Lease Obligations.”
Fair Value of Non-Financial Assets
The
fair value of the banana reporting unit's goodwill and the prepared food reporting unit's goodwill and remaining trade names and trademarks are highly sensitive to differences between estimated and actual cash flows and changes in the related discount rate used to evaluate the fair value of these assets. We disclosed the sensitivity related to the banana reporting unit's goodwill and the prepared food reporting unit's goodwill and remaining trade names and trademarks in our notes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
In addition, certain definite-lived intangible assets related to our fresh and value-added products segment are sensitive to changes in estimated cash flows. To the extent that future developments result in estimated cash flows that are
less than currently estimated levels, it could lead to impairment of these assets.
During fiscal 2020, we performed a comprehensive review of our asset portfolio and identified non-strategic and underutilized property, plant, and equipment assets across various of our regions to dispose of while reducing costs and driving further efficiencies in our operations (the “Optimization Program”). Certain of these assets met the held for sale criteria as of July 1, 2022, and primarily relate to our fresh and value-added products segment. Included in the $i26.1
million of assets held for sale as of July 1, 2022 were the following: $i16.1 million consists of a facility and related assets in the United States, $i5.0
million consists of farm land and associated assets primarily located in Asia and Central America, $i4.0 million consists of facilities and farm land in South America, and the remaining $i1.0
million is related to vacant land in Middle East. These assets are recognized at the lower of cost or fair value less cost to sell. The fair value measurements for our held for sale assets are generally based on Level 3 inputs, which include information obtained from third-party appraisals.
During the six months ended July 1, 2022, we received proceeds of $i4.5 million from the sale of assets previously held
for sale and recorded a gain on disposal of property, plant and equipment, net of $i1.8 million.
(1)
All amounts are net of tax and noncontrolling interest.
(2) Includes a loss of $i7.0 million and $i3.1
million for the six months ended July 1, 2022 and six months ended July 2, 2021, respectively, on intra-entity foreign currency transactions that are of a long-term-investment nature.
(3) Includes a tax effect of $(i3.6) million and $(i1.6)
million for the six months ended July 1, 2022 and six months ended July 2, 2021, respectively.
(4) Includes amounts reclassified for both designated and dedesignated cash flow hedges. Refer to the following table for the amounts of each.
Details about accumulated other comprehensive loss components
Quarter ended
Six months ended
Quarter ended
Six
months ended
Affected line item in the statement where net income is presented
Cash flow hedges:
Designated as hedging instruments:
Foreign
currency cash flow hedges
$
(i7.8)
$
(ii9.4/)
$
i0.1
$
i0.7
Net
sales
Foreign currency cash flow hedges
i0.9
ii4.1/
i0.2
i0.6
Cost
of products sold
Interest rate swaps
i2.1
ii4.9/
i2.9
i5.7
Interest
expense
Bunker fuel swaps no longer designated as hedging instruments
i—
i—
(i1.6)
(i3.2)
Cost
of products sold
Bunker fuel swaps no longer designated as hedging instruments
i—
i—
i—
(i1.0)
Other
expense, net
Total
$
(i4.8)
$
(ii0.4/)
$
i1.6
$
i2.8
Amortization
of retirement benefits:
Actuarial losses
i0.2
ii0.4/
i0.3
i0.5
Other
expense, net
Total
$
i0.2
$
ii0.4/
$
i0.3
$
i0.5
/
16. iShareholders’
Equity
Our shareholders have authorized i50,000,000 preferred shares at $i0.01
par value, of which iinone/ are issued or outstanding
at July 1, 2022, and i200,000,000 ordinary shares at $i0.01 par value, of which ii47,832,974/
are issued and outstanding at July 1, 2022.
i
The below is a summary of the dividends paid per share during the six months ended July 1, 2022 and July 2, 2021. These dividends were declared and paid within the same fiscal quarter.
We
paid $i14.3 million in dividends during the six months ended July 1, 2022 and $i9.5 million in
dividends during the six months ended July 2, 2021.
On August 2, 2022, our Board of Directors declared a quarterly cash dividend of fifteen cents ($i0.15) per share, payable on September 9, 2022, to shareholders of record on August 17, 2022.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
We are one of the world’s leading vertically integrated producers, marketers and distributors of high-quality fresh and fresh-cut fruit and vegetables, as well as a leading producer and marketer of prepared fruit and vegetables, juices, beverages and snacks in Europe, Africa and the Middle East. We market our products worldwide under the Del Monte® brand, a symbol of product innovation, quality, freshness and reliability since 1892. Our major sales markets
are organized as follows: North America, Europe, the Middle East (which includes North Africa) and Asia. Our global sourcing and logistics system allows us to provide regular delivery of consistently high-quality produce and value-added services to our customers. Our major producing operations are located in North, Central and South America, Asia and Africa.
Our business is comprised of three reportable segments, two of which represent our primary businesses of fresh and value-added products and banana, and one that represents our other ancillary businesses.
•Fresh and value-added products - includes pineapples, fresh-cut fruit, fresh-cut vegetables (which includes fresh-cut salads), melons, vegetables, non-tropical fruit (including grapes, apples, citrus,
blueberries, strawberries, pears, peaches, plums, nectarines, cherries and kiwis), other fruit and vegetables, avocados, and prepared foods (including prepared fruit and vegetables, juices, other beverages, and meals and snacks).
•Banana
•Other products and services -includes our ancillary businesses consisting of sales of poultry and meat products, a plastic product business, and third-party freight services.
Our vision is to inspire healthy lifestyles through wholesome and convenient products. Our strategy is founded on six goals:
COVID-19
Pandemic and Current Economic Environment
In March 2020, the World Health Organization declared the outbreak of coronavirus (“COVID-19”) a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. These factors have resulted in inflationary and cost pressures that have significantly increased, and continue to adversely impact, our production and distribution costs, including costs of packaging materials, fertilizer, labor, fuel, and ocean and inland freight. We are also experiencing pressure on our supply chain due to strained transportation capacity and lack of sufficient labor availability. In addition, the invasion of Ukraine by Russia in early 2022 has led to further economic disruption. While we do not operate in Ukraine and while our operations in
Russia are not material, the conflict has exacerbated inflationary cost, supply chain and logistical pressures which have negatively impacted the global economy and our business.
In response to these ongoing inflationary and cost pressures, we began instituting price increases on the majority of our products during the latter part of 2021. Additionally, certain of our contracts for key products include contractually indexed fuel and freight surcharges
that vary depending on commodity pricing. While we expect that these inflation-justified price increases and surcharges will continue to help mitigate our increased costs, our gross profit continues to be negatively impacted by these unfavorable market conditions as reflected in our financial results for the first six months of 2022. We believe these factors will continue to impact our financial performance in future periods.
The recent events surrounding the global economy and COVID-19 pandemic continue to evolve. Although we believe that we will ultimately emerge from these events well positioned for long-term growth, uncertainties remain and, as such, we cannot reasonably estimate the duration or extent of these adverse factors on our business, operating results, and long-term liquidity position.
Optimization
Program
During fiscal 2020, we performed a comprehensive review of our asset portfolio aimed at identifying non-strategic and underutilized assets to dispose of while reducing costs and driving further efficiencies in our operations (hereon referred to as the “Optimization Program”). As a result of the review, we identified assets across all of our regions, primarily consisting of underutilized facilities and land, which we made a strategic decision to sell for total anticipated cash proceeds of approximately $100.0 million. As of July 1, 2022, we have received cash proceeds of $63.3 million in connection with asset sales under the Optimization Program (approximately $57.0 million of which was received during fiscal years 2020 and 2021). Due to challenging market conditions which have resulted in delays of some of the asset sales,
in part driven by COVID-19 travel restrictions, the completion of the program has extended beyond the originally anticipated timeframe of the first quarter of 2022.
Income Taxes
In connection with the examination of the tax returns in itwo foreign jurisdictions, the taxing authorities have issued income tax deficiencies related to transfer
pricing aggregating approximately $i138.3 million (including interest and penalties) for tax years 2012 through 2016. We strongly disagree with the proposed adjustments and have filed a protest with each of the taxing authorities as we believe that the proposed adjustments are without technical merit.
In one of the foreign jurisdictions, we are currently contesting tax assessments related to the 2012-2015 audit years and the 2016 audit year in both
the administrative court and the judicial court. During 2019 and 2020, we filed actions contesting the tax assessment in the administrative office. Our initial challenge to each of these tax assessments was rejected, and we subsequently lost our appeals at the administrative court. We have subsequently filed actions to contest each of these tax assessments in the country’s judicial courts. In addition, we have filed a request for injunction to the judicial court to stay the tax authorities' collection efforts for these two tax assessments, pending final judicial decisions. The court granted our injunction with respect to the 2016 audit year, however denied our injunction with respect to the 2012-2015 audit years. We timely appealed the denial of the injunction, and an appellate hearing has been set for August 2022. In the interim, the appellate court has stayed the tax collection action until the August hearing. Pursuant
to local law, we registered real estate collateral with an approximate fair market value of $i5.7 million in connection with the grant of the 2016 audit year injunction. This real estate collateral has a net book value of $i4.1 million
as of the quarter ended July 1, 2022. To the extent that our appeal of the injunction for the 2012-2015 audit years is granted and the tax authorities collection efforts are enjoined, we estimate that additional collateral of approximately $i25.0 million would be required to be posted. The registration of this real estate collateral does not affect our operations in the country.
In
the other foreign jurisdiction, the administrative court denied our appeal, and on March 4, 2020 we filed an action in the judicial court to contest the administrative court's decision. The case is still pending.
We will continue to vigorously contest the adjustments and to exhaust all administrative and judicial remedies necessary in both jurisdictions to resolve the matters, which could be a lengthy process.
The following summarizes the more significant factors impacting our operating results for the 13-week and 26-week periods ended July 1, 2022 (also referred to as the “second quarter of 2022” and "first six months of 2022," respectively) and July 2, 2021 (also referred to as the “second quarter of 2021” and "first six months of 2021," respectively).
Net sales - Net sales for the second quarter of 2022 increased by $70.3 million, or 6%, when compared with the second quarter of 2021, and increased by $119.0 million, or 5%, for the first six months of 2022 when compared with the first six months of 2021. In both periods, net sales benefited from inflation-justified price increases. Partially offsetting the increase in net sales was the negative impact of fluctuations in exchange rates primarily
versus the Japanese yen and euro compared with the prior-year periods. The negative impact of fluctuations in exchange rates was partially mitigated by our foreign currency hedges.
Gross profit - Gross profit for the second quarter of 2022 was $80.7 million compared with $110.0 million in the prior-year period, and $170.5 million in the first six months of 2022 compared with $215.1 million in the prior-year period. In both periods, despite higher net sales, gross profit continued to be negatively impacted by broad-based inflationary, supply chain, and logistical pressures compared to the prior-year. Higher costs across the board, including costs of packaging materials, fertilizers, ocean and inland freight, fuel and labor, offset our higher net sales.
Selling, general and administrative
expenses -Selling, general and administrative expenses decreased by $4.1 million, or 8%, in the second quarter of 2022 when compared with the second quarter of 2021, and decreased by $7.8 million, or 8%, in the first six months of 2022 when compared with the first six months of 2021. The decrease in both periods was primarily due to lower administrative and advertising expenses in the current year.
Gain (loss) on disposal of property, plant and equipment, net -The gain (loss) on disposal of property, plant and equipment, net of $1.6 million during the second quarter of 2022 primarily related to a gain on the sale of vacant land in Mexico. For the first six months of 2022, gain (loss) on disposal of property, plant and equipment, net of $(2.2) million also included a loss on the disposal of
low-yielding banana plants in Central America. The gain (loss) on disposal of property, plant and equipment, net of $1.1 million during the second quarter of 2021 primarily related to a gain on the sale of vacant land in the Middle East, while the first six months of 2021 also included a gain on the sale of a refrigerated vessel.
Asset impairment and other charges (credits), net - Asset impairment and other charges (credits), net of $0.7 million during the second quarter of 2022 primarily consisted of severance expense associated with the planned exit from a European facility. For the first six months of 2022, asset impairment and other charges (credits), net of $1.7 million also included severance expense in connection with the departure of our former President and Chief Operating Officer. Asset impairment and other charges (credits), net of $(0.4) million for
the first six months of 2021 primarily related to an insurance recovery associated with hurricane damage to fixed assets in Central America.
Operating income - Operating income decreased by $25.0 million in the second quarter of 2022 and by $44.9 million in the first six months of 2022 when compared with the respective prior-year periods. The decrease in operating income in both periods was primarily driven by lower gross profit, partially offset by lower selling, general, and administrative expenses. The decrease for the first six months of 2022 compared with the first six months of 2021 was also partially driven by the net impact of disposals of property, plant, and equipment.
Interest expense - Interest expense was higher in the second quarter and
first six months of 2022 when compared with the prior-year periods, primarily due to higher interest rates and higher average debt balances.
Other expense, net - Other expense, net increased by $1.0 million in the second quarter of 2022 when compared with the second quarter of 2021, mainly due to higher foreign exchange losses. For the first six months of 2022, other expense, net increased by $3.0 million when compared with the first six months of 2021, primarily as a result of the prior-year period including a gain related to fuel derivatives that were no longer designated as hedging instruments.
Income
tax provision - Income tax provision was $4.9 million for the second quarter of 2022 compared with $4.8 million for the second quarter of 2021. The income tax provision for the second quarter of 2021 reflected the impact of return-to-provision adjustments related to a change in estimate which included a $0.8 million benefit associated with the net operating loss carryback provision of the Coronavirus Aid, Relief and Economic Security (CARES) Act enacted in March 2020. Income tax provision for the first six months of 2022 decreased to $10.7 million from $15.8 million in the first six months of 2021, primarily due to decreased earnings in certain higher tax jurisdictions.
Financial Results by Segment
The following table presents net sales and gross profit by segment (U.S. dollars in millions), and in each
case, the percentage of the total represented thereby and gross margin percentage:
Second
Quarter of 2022 Compared with Second Quarter of 2021
Fresh and value-added products
Net sales for the second quarter of 2022 increased by $58.4 million, or approximately 9%, when compared with the prior-year period. The increase in net sales was primarily driven by higher pricing in most product categories. Sales volume remained in line with the prior-year period.
Gross profit for the second quarter of 2022 was $49.4 million compared with $58.3 million in the second quarter of 2021. The decrease in gross profit from the prior-year period was mainly due to lower gross profit on non-tropical fruit, primarily driven by the lack of availability of third-party shipping capacity on
certain shipping routes, and lower gross profit on avocados, mainly due to market volatility. Additionally, despite higher net sales, gross profit continued to be negatively impacted by ongoing cost pressures in the current year period which resulted in higher per unit production and distribution costs, including ocean and inland freight. As a result, gross margin decreased to 6.7% compared with 8.7% in the prior-year period.
Gross profit in the fresh and value-added products segment included $1.6 million of other product-related charges in the second quarter of 2021, mainly comprised of a $1.3 million inventory write-off incurred in the Middle East. There were no other product-related charges in the second quarter of 2022.
Net sales for the second quarter of 2022 decreased by $5.1 million, or 1%, when compared with the prior-year period. The decrease in net sales was primarily driven by lower sales volume and the negative impact of fluctuations in exchange rates in Asia.
Gross profit for the second quarter of 2022 was $22.2 million compared with $48.1 million in the prior-year period. The decrease in gross profit was primarily driven by higher per unit distribution costs, including ocean and inland freight, and higher per unit production costs. As a result of these factors, gross margin decreased to 5.3% compared with 11.3% in the prior-year
period.
Other products and services
Net sales for the second quarter of 2022 increased by $17.0 million, or 42%, when compared with the prior-year period mainly due to higher net sales of third-party freight services. Our fleet of vessels has enabled the expansion of our commercial cargo services, which are benefiting from elevated shipping rates and demand due to market logistical constraints.
Gross profit increased by $5.5 million as a result of higher net sales of third-party freight services. Gross margin increased to 15.6% from 8.9% in the prior-year period.
First Six Months of 2022 Compared
with First Six Months of 2021
Fresh and value-added products
Net sales for the first six months of 2022 increased by $100.1 million, or approximately 8%, when compared with the prior-year period. The increase in net sales was primarily driven by higher pricing in most product categories. Sales volume remained in line with the prior-year period.
Gross profit for the first six months of 2022 was $93.8 million compared with $110.6 million in the prior-year period. The decrease in gross profit compared with the prior-year period was mainly due to lower gross profit on (i) non-tropical fruit, primarily driven by the lack of availability of third-party shipping capacity on certain shipping routes, (ii)
avocados, mainly related to market volatility, and (iii) melons. Additionally, despite higher net sales, gross profit for the segment continued to be negatively impacted by ongoing cost pressures which resulted in higher per unit production and distribution costs, including ocean and inland freight. As a result, gross margin decreased to 6.7% compared with 8.5% in the prior-year period.
Gross profit in the fresh and value-added products segment included $4.7 million of other product-related charges in the first six months of 2021 comprised of $3.4 million in non-tropical fruit inventory write-offs related to inclement weather in Chile in the first quarter of 2021, and a $1.3 million inventory write-off incurred in the Middle East. There were no other product-related charges in the first six months of 2022.
Banana
Net
sales for the first six months of 2022 decreased by $17.3 million, or 2%, when compared with the prior-year period. The decrease in net sales was primarily driven lower sales volume in North America and Asia. In Asia, net sales were also negatively impacted by fluctuations in exchange rates. The decrease in net sales was partially offset by higher per unit sales prices.
Gross profit for the first six months of 2022 was $60.0 million compared with $98.0 million in the prior-year period. The decrease in gross profit was primarily driven by lower sales volume and higher per unit production and distribution costs, including ocean and inland freight. As a result of these factors, gross margin decreased to 7.2% compared with 11.6% in the prior-year period.
Gross profit for the banana
segment included a $1.2 million net insurance recovery in the first six months of 2021 associated with hurricane damage in Central America in the fourth quarter of 2020. There were no other product-related charges in the first six months of 2022.
Net sales for the first six months of 2022 increased by $36.2 million,
or 45%, when compared with the prior-year period mainly due to higher net sales of third-party freight services. Our fleet of vessels has enabled the expansion of our commercial cargo services, which are benefiting from elevated shipping rates and demand due to market logistical constraints.
Gross profit increased by $10.2 million as a result of higher net sales of third-party freight services. Gross margin increased to 14.4% from 8.1% in the prior-year period.
Liquidity and Capital Resources
Fresh Del Monte Produce Inc. is a holding company with limited
business operations of its own. Fresh Del Monte Produce Inc.'s only significant asset is the outstanding capital stock of our subsidiaries that directly or indirectly own all of our assets. We conduct all of our business operations through our subsidiaries. Accordingly, our only source of cash to pay our obligations, other than financings, depends primarily on the net earnings and cash flow generated by these subsidiaries.
Our primary sources of cash flow are net cash provided by operating activities and borrowings under our credit facility. Our primary uses of net cash flow are capital expenditures to increase and
expand our product offerings and geographic reach, investments to increase our productivity and investments in businesses such as Mann Packing.
A summary of our cash flows is as follows (U.S. dollars in millions):
Net (decrease) increase in cash and cash equivalents
(0.5)
3.1
Cash and cash equivalents, beginning
16.1
16.5
Cash and cash equivalents, ending
15.6
19.6
Operating
Activities
Net cash provided by operating activities was $95.1 million for the first six months of 2022 compared with $139.5 million for the first six months of 2021, a decrease of $44.4 million. The decrease was primarily attributable to lower net income and higher levels of accounts receivable, mainly due to higher net sales in the current period and the timing of collections. The decrease in net cash provided by operating activities was partially offset by higher levels of accounts payable and accrued expenses, mainly due to the timing of period end payments to suppliers, and higher purchases of raw materials inventory in the prior-year period.
At July 1, 2022, we had working capital of $482.1 million compared with $467.2 million at December 31,
2021, an increase of $14.9 million. The increase in working capital was mainly due to higher levels of trade accounts receivable, primarily due to seasonal variations and higher sales prices, and higher levels of assets held for sale and other current assets. Partially offsetting the increase in working capital were lower levels of finished goods and growing crop inventory, primarily due to seasonal variations, and higher levels of accounts payable and accrued expenses, primarily due to the timing of period end payments to suppliers.
Investing Activities
Net cash used in investing activities for the first six months of 2022 was $25.1 million compared with $54.5 million for the first six months of 2021. Net cash used in investing activities for the first six months of 2022 primarily consisted of capital
expenditures of $23.2 million, which mainly included expenditures related to (1) improvements to and expansion of our banana
operations in Central America, (2) improvements to our operations and production facilities in North America, including operational investments in automation and data-driven technology primarily benefiting our fresh and value-added products segment, and (3) improvements to our pineapple operations in Central America and Kenya. Net cash used in investing activities for the first six months of 2022 also reflects $8.1 million in investments in unconsolidated companies in the food and nutrition sector that align with our long-term strategy
and vision. Partially offsetting the net cash used in investing activities were proceeds from the sale of property, plant and equipment of $6.3 million, primarily relating to the sale of vacant land in Mexico.
Net cash used in investing activities for the first six months of 2021 primarily consisted of capital expenditures of $70.4 million, mainly related to (1) the purchase of our refrigerated container ships, the final two of which were received during the first six months of 2021, (2) expansion and improvements to facilities in North America and Asia, related to both our banana and fresh and value-added products segments, and (3) improvements to our banana operations in Central America. Partially offsetting the net cash used in investing activities were $11.0 million in proceeds from the sale of property, plant and equipment which mainly related to the sales of surplus land in the Middle
East, South America, and Central America, and a vessel. In addition, proceeds from the settlement of derivative instruments no longer designated in hedging relationships of $4.6 million contributed to the offset in net cash used in investing activities.
Financing Activities
Net cash used in financing activities for the first six months of 2022 was $72.4 million compared with $82.5 million for the first six months of 2021. Net cash used in financing activities for the first six months of 2022 primarily consisted of net repayments on debt of $56.4 million and dividends paid of $14.3 million.
Net cash used in financing activities for the first six months of 2021 primarily consisted of net repayments on debt of $68.4 million,
dividends paid of $9.5 million, and distributions to noncontrolling interests of $4.3 million.
Debt Instruments and Debt Service Requirements
On October 1, 2019, we and certain of our subsidiaries entered into a Second Amended and Restated Credit Agreement (the “Second A&R Credit Agreement”) with the financial institutions and other lenders named therein, including Bank of America, N.A. as administrative agent and BofA Securities, Inc. as sole lead arranger and sole bookrunner. The Second A&R Credit Agreement provides for a five-year, $1.1 billion syndicated senior unsecured revolving credit facility (the “Revolving Credit Facility”) maturing on October 1,
2024. Certain of our direct and indirect subsidiaries have guaranteed the obligations under the Second A&R Credit Agreement. We intend to use funds borrowed under the Second A&R Credit Agreement from time to time for general corporate purposes, working capital, capital expenditures and other permitted investment opportunities.
Pursuant to the terms of the Second A&R Credit Agreement, amounts borrowed under the Revolving Credit Facility accrue interest, at our election, at either (i) the Eurocurrency Rate (as defined in the Second A&R Credit Agreement) plus a margin that ranges from 1.0% to 1.5% or (ii) the Base Rate (as defined in the Second A&R Credit Agreement) plus a margin that ranges from 0% to 0.5%, in each case based on our Consolidated Leverage Ratio (as defined in the Second A&R Credit Agreement).
The Second A&R Credit Agreement interest rate grid provides for five pricing levels for interest rate margins. At July 1, 2022, we had borrowings of $462.7 million outstanding under the Revolving Credit Facility bearing interest at a per annum rate of 3.11%. In addition, we pay an unused commitment fee.
The Second A&R Credit Agreement provides for an accordion feature that permits us, without the consent of the other lenders, to request that one or more lenders provide us with increases in revolving credit facility or term loans up to an aggregate of $300 million (“Incremental Increases”). The aggregate amount of Incremental Increases can be further increased to the extent that after giving effect to the proposed increase in revolving credit facility commitments or term loans, our Consolidated Leverage Ratio, on a pro forma basis, would not exceed 2.50 to 1.00.
Our ability to request such increases in the Revolving Credit Facility or term loans is subject to its compliance with customary conditions set forth in the Second A&R Credit Agreement including compliance, on a pro forma basis, with the financial covenants and ratios set forth therein. Upon our request, each lender may decide, in its sole discretion, whether to increase all or a portion of its revolving credit facility commitment or provide term loans.
The Second A&R Credit Agreement requires us to comply with certain financial and other covenants. Specifically, it requires us to maintain a 1) Consolidated Leverage Ratio of not more than 3.50 to 1.00 at any time during any period of four consecutive fiscal quarters, subject to certain exceptions and 2) a minimum Consolidated Interest Coverage Ratio of not less than 2.25 to 1.00 as of the end of any fiscal quarter. Additionally,
it requires us to comply with certain other covenants, including limitations on capital expenditures, stock repurchases, the amount of dividends that can be paid in the future, the amount and types of liens
and indebtedness, material asset sales, and mergers. Under the Second A&R Credit Agreement, we are permitted to declare or pay cash dividends in any fiscal year up to an amount that does not exceed the greater of (i) an amount equal to the greater of (A) 50% of the Consolidated Net Income (as defined in the Second A&R Credit Agreement) for the immediately preceding fiscal year or (B) $25 million or (ii) the greatest amount which would not cause
the Consolidated Leverage Ratio (determined on a pro forma basis) to exceed 3.25 to 1.00. It also provides an allowance for stock repurchases to be an amount not exceeding the greater of (i) $150 million in the aggregate or (ii) the amount that, after giving pro forma effect thereto and any related borrowings, will not cause the Consolidated Leverage Ratio to exceed 3.25 to 1.00. As of July 1, 2022, we were in compliance with all of the covenants contained in the Second A&R Credit Agreement.
We have a renewable 364-day, $25.0 million letter of credit facility with Rabobank Nederland.
As of July 1, 2022, we had $661.2 million of borrowing availability under committed working capital facilities, primarily
under the Revolving Credit Facility.
As of July 1, 2022, we applied $26.9 million to letters of credit and bank guarantees issued from Rabobank Nederland, Bank of America, and other banks.
We believe that our cash on hand, borrowing 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. However, we cannot predict whether future developments associated with the current economic environment or COVID-19 pandemic will materially adversely affect our long-term liquidity position. Our liquidity assumptions, the adequacy of our available funding sources, and our ability to meet our Revolving Credit Facility covenants are dependent
on many additional factors, including those set forth in “Item 1A. Risk Factors” of our Form 10-K for the year ended December 31, 2021.
Contractual Obligations
As of July 1, 2022, there were no material changes in our commitments or contractual obligations as compared to those disclosed in our Annual Reporton Form 10-K for the year ended December 31, 2021.
Critical Accounting Policies and Estimates
A discussion
of our critical accounting policies and estimates can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-K for the fiscal year ended December 31, 2021. There were no material changes to these critical accounting policies or estimates during the second quarter of 2022.
Fair Value Measurements
We are exposed to fluctuations in currency exchange rates against the U.S. dollar on our results of operations and financial condition, and we mitigate that exposure by entering into foreign currency forward contracts. Certain of our subsidiaries
periodically enter into foreign currency forward contracts in order to hedge portions of forecasted sales or cost of sales denominated in foreign currencies with forward contracts and options, which generally expire within one year. The fair value of our foreign currency cash flow hedges was a net asset position of $4.4 million as of July 1, 2022 compared to a net liability position of $13.7 million as of December 31, 2021 due to the relative strengthening or weakening of exchange rates when compared to contracted rates.
We are exposed to fluctuations in variable interest rates on our results of operations
and financial condition, and we mitigate that exposure by entering into interest rate swaps from time to time. During 2018, we entered into interest rate swaps in order to hedge the risk of the fluctuation on future interest payments related to a portion of our variable rate LIBOR-based borrowings through 2028. The fair value of our interest rate swap cash flow hedges was a net liability position of $1.2 million as of July 1, 2022 compared to $29.4 million as of December 31, 2021. The decrease in our liability position is due to the relative increase in variable interest rates when compared to the rates as of December 31, 2021.
We enter into derivative instruments with counterparties that are highly rated and do not expect a deterioration
of our counterparty’s credit ratings; however, the deterioration of our counterparty’s credit ratings would affect the Consolidated Financial Statements in the recognition of the fair value of the hedges that would be transferred to earnings as the contracts settle. We expect that $9.1 million of the net fair value of our cash flow hedges recognized as a net gain in accumulated other comprehensive loss will be transferred to earnings during the next 12 months and a net loss of $6.2 million over a period of approximately 6 years, along with the earnings effect of the related forecasted transactions.
The fair value of the banana reporting unit's goodwill and the prepared food reporting unit's goodwill and remaining trade names and trademarks are highly sensitive to differences between estimated and actual cash flows and changes in the related discount rate used to evaluate the fair value of these assets. We disclosed the sensitivity related to the banana reporting unit's goodwill and the prepared food reporting unit's goodwill and trade names and trademarks in our Annual Report on Form 10-K for the year ended December 31, 2021. During the quarter ended July 1, 2022, we did not record impairment charges associated with these reporting units or trade names and trademarks, however we continue to monitor their performance.
Potential
impairment exists if the fair value of a reporting unit to which goodwill has been allocated is less than the carrying value of the reporting unit. Future changes in the estimates used to conduct our impairment review, including our financial projections and changes in the discount rates used, could cause the analysis to indicate that our goodwill or trade names and trademarks are impaired in subsequent periods and result in a write-off of a portion or all of goodwill or trade names and trademarks.
In addition, certain definite-lived intangible assets related to our fresh and value-added products segment are sensitive to changes in estimated cash flows. To the extent that future developments result in estimated cash flows that are less than currently estimated levels, it could lead to impairment of these assets.
New
Accounting Pronouncements
Refer to Note 2. “Recently Issued Accounting Pronouncements”to the accompanying unaudited consolidated financial statements for a discussion of recent accounting pronouncements.
Seasonality
Interim results are subject to significant variations and may not be indicative of the results of operations that may be expected for the entire 2022 fiscal year. Due to seasonal sales price fluctuations, we have historically realized a greater portion of our net sales and gross profit during the first two calendar quarters of the year. The sales price of any fresh produce item fluctuates throughout the year due to the
supply of and demand for that particular item, as well as the pricing and availability of other fresh produce items, many of which are seasonal in nature. See the information under the caption “Seasonality” provided in Item 1. Business, of our Annual Report on Form 10-K for the year ended December 31, 2021.
Forward-Looking Statements
This quarterly report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements concern expectations, beliefs, projections,
plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically, this quarterly report contains forward-looking statements regarding:
•our expectations regarding future financial and operational performance;
•our expectations regarding the impacts of the COVID-19 pandemic on our business and operating results, and the factors for such impacts;
•our intentions regarding the use of borrowed funds;
•our expectations regarding continued inflationary pressures, our ability to mitigate such pressures through pricing, and the impacts to our operating results;
•our
beliefs that our cash on hand, capacity 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 our derivative instruments, including our counterparties’ credit ratings and the anticipated impacts on our financials;
•our expectations and estimates regarding certain legal, tax and accounting matters, including our litigation strategy, plans and beliefs regarding the ultimate outcome of income tax adjustments assessed by foreign taxing authorities;
•our belief that certain proposed adjustments by taxing authorities are without merit, our ability to contest the adjustments and our plans to contest such adjustments;
•our
beliefs related to the sufficiency of our capital resources;
•our expectations concerning the fair value of hedges, including the timing and impact to our results;
•our expectations regarding estimated liabilities related to environmental cleanup; and
•our plans and future performance.
These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our
32
actual
results and could cause actual results to differ significantly from those expressed in any forward-looking statement. These various factors include, but are not limited to, the following:
•the impact of the ongoing COVID-19 pandemic and the war in Ukraine on our business, suppliers, customers, consumers, employees, and communities, including the inflationary impact on fuel, petroleum-based products such as fertilizer and packaging materials;
•disruptions or inefficiencies in our operations and supply chain, including any impact of the pandemic, the war in Ukraine and the inflationary environment;
•the impact of inflation and rising costs on our operations;
•our ability to successfully execute our
long-term strategy;
•the impact of governmental trade restrictions, including adverse governmental regulation that may impact our ability to access certain markets;
•the ability to meet our anticipated cash needs;
•the continued ability of our distributors and suppliers to have access to sufficient liquidity to fund their operations;
•the impact of product and raw material supply 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;
•trends
and other factors affecting our financial condition or results of operations from period to period, including changes in product mix, consumer preferences or consumer demand for branded products such as ours; anticipated price and expense levels;
•the impact of crop disease, such as vascular diseases, one of which is known as Tropical Race 4, or TR4 (also known as Panama Disease);
•our ability to find contingency plans to protect our and our suppliers’ banana crops from vascular diseases;
•competitive pressures and our ability to realize the full benefits of the inflation driven price increases implemented;
•disruptions or issues that impact our production facilities or complex logistics network;
•the
availability of sufficient labor during peak growing and harvesting seasons;
•the impact of foreign currency fluctuations, including the effectiveness of our hedging activities;
•inability to realize expected benefits on plans for expansion of our business (including through acquisitions);
•our ability to successfully integrate acquisitions and new product lines into our operations;
•the impact of impairment or other charges associated with exit activities, crop or facility damage or otherwise,
•the timing and cost of resolution of pending and future legal and environmental proceedings or investigation;
•the
impact of changes in tax accounting or tax laws (or interpretations thereof), the impact of claims or adjustments proposed by the Internal Revenue Service or other foreign taxing authorities in connection with our current or future tax audits and our ability to successfully contest such tax claims and pursue necessary remedies;
•the success of our joint ventures;
•the impact of severe weather conditions and natural disasters, such as flooding and earthquakes, on crop quality and yields and on our ability to grow, procure or export our products;
•the adequacy of our insurance coverage;
•the cost and other implications of changes in regulations applicable to our business, including potential legislative
or regulatory initiatives in the United States or elsewhere directed at mitigating the effects of climate change;
•damage to our reputation or brand names or negative publicity about our products;
•exposure to product liability claims and associated regulatory and legal actions, product recalls, or other legal proceedings relating to our business;
•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 successfully implement our Optimization Program and to realize its expected benefits; and
•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.
All forward-looking statements in this report are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Our plans and performance may also be affected by the factors described in our most recent Annual Report on Form 10-K along with other reports that we file with the Securities and Exchange Commission.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in market risk from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk of our Annual Report on Form 10-K for the year ended December 31, 2021.
We carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of July 1, 2022. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. Such officers also confirm that there were no changes to our internal control over financial reporting
during the quarter ended July 1, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
In connection with the examination of the tax returns in itwo foreign jurisdictions, the taxing authorities have issued income tax deficiencies related to transfer pricing aggregating approximately $i138.3
million (including interest and penalties) for tax years 2012 through 2016. We strongly disagree with the proposed adjustments and have filed a protest with each of the taxing authorities as we believe that the proposed adjustments are without technical merit.
In one of the foreign jurisdictions, we are currently contesting tax assessments related to the 2012-2015 audit years and the 2016 audit year in both the administrative court and the judicial court. During 2019 and 2020, we filed actions contesting the tax assessment in the administrative office. Our initial challenge to each of these tax assessments was rejected, and we subsequently lost our appeals at the administrative court. We have subsequently filed actions to contest each of these tax assessments in the country’s judicial courts. In addition, we have filed a request for injunction to the judicial court to stay the tax authorities'
collection efforts for these two tax assessments, pending final judicial decisions. The court granted our injunction with respect to the 2016 audit year, however denied our injunction with respect to the 2012-2015 audit years. We timely appealed the denial of the injunction, and an appellate hearing has been set for August 2022. In the interim, the appellate court has stayed the tax collection action until the August hearing. Pursuant to local law, we registered real estate collateral with an approximate fair market value of $i5.7 million
in connection with the grant of the 2016 audit year injunction. This real estate collateral has a net book value of $i4.1 million as of the quarter ended July 1, 2022. To the extent that our appeal of the injunction for the 2012-2015 audit years is granted and the tax authorities collection efforts are enjoined, we estimate that additional collateral of approximately $i25.0 million
would be required to be posted. The registration of this real estate collateral does not affect our operations in the country.
In the other foreign jurisdiction, the administrative court denied our appeal, and on March 4, 2020 we filed an action in the judicial court to contest the administrative court's decision. The case is still pending.
We will continue to vigorously contest the adjustments and to exhaust all administrative and judicial remedies necessary in both jurisdictions to resolve the matters, which could be a lengthy process.
Item
5. Other Information
Item 1.01 Entry into a Material Definitive Agreement.
At our Annual General Meeting of Shareholders on June 2, 2022, our shareholders approved the 2022 Omnibus Share Incentive Plan (the “2022 Plan”). The 2022 Plan allows us to grant equity-based compensation awards including restricted stock units, performance stock units, stock options, and restricted stock awards. The 2022 Plan replaces the 2014 Omnibus Share Incentive Plan (the “Prior Plan”). Under the 2022 Plan, the Board of Directors is authorized to award up to 2,800,000 ordinary shares plus approximately 270,000 ordinary shares remaining available under the Prior Plan. For more information on the 2022 Plan, please see our proxy statement, filed with the SEC on April
22, 2022.
On June 15, 2022, the Compensation Committee approved a new form of Restricted Stock Unit Award Agreement and a new form of Performance Based Stock Unit Award Agreement to be consistent with the terms of the 2022 Plan, copies of which are filed as exhibits 10.26 and 10.27 to this Form 10-Q.
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.
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.
*** 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 July 1, 2022 and December 31, 2021, (ii) Consolidated Statements of Operations for the quarters and six months ended July 1, 2022 and July 2, 2021, (iii) Consolidated Statements of Comprehensive Income for the quarters and six months ended July 1, 2022 and July 2, 2021, (iv) Consolidated Statements of Cash Flows for the six months ended July 1, 2022 and July 2, 2021, (v) Consolidated Statements of Shareholders' Equity and Redeemable Noncontrolling
Interest for the quarters and six months ended July 1, 2022 and July 2, 2021 and (vi) Notes to Consolidated Financial Statements.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
