Overview
We are one of the world’s leading vertically integrated producers, marketers and distributors of high-quality fresh and fresh-cut fruit and vegetables, as well as a leading producer and marketer of prepared fruit and vegetables, juices, beverages and snacks in Europe, Africa and the Middle East. We market our products worldwide under the Del Monte® brand, a symbol of product innovation, quality, freshness and reliability since 1892. Our major sales markets are organized as follows: North America, Europe, the Middle East (which includes North Africa) and Asia. Our global sourcing and logistics system allows us to provide regular delivery of consistently high-quality produce and value-added services to our customers. Our major production operations are located in North, Central and South America, Asia and Africa.
Subsequent to our March 2026 acquisition of select assets of Del Monte Foods, our business is comprised of four reportable segments, three of which represent our primary businesses of fresh and value-added products, banana, prepared foods and one that represents our other ancillary businesses. The business and assets acquired as part of our acquisition of Del Monte Foods is included in our prepared foods reporting segment.
•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, and avocados.
•Banana
•Prepared Foods - includes prepared fruit and vegetables, juices, other beverages, and meals and snacks
•Other products and services - includes our third-party freight and logistic services business, our Jordanian poultry and meats business and our specialty ingredients business.
Our vision is to inspire healthy lifestyles through wholesome and convenient products. Our strategy is founded on six goals:
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Acquisition of Select Assets of Del Monte Foods Corporation II Inc. and Affiliates
On March 19, 2026, we completed the acquisition of select assets from Del Monte Foods Corporation II Inc. and its affiliates ("Del Monte Foods") following a court-supervised bankruptcy auction process under Section 363 of the U.S. Bankruptcy Code. In the acquisition, we acquired (i) the prepared and packaged foods businesses of Del Monte Foods comprising canned vegetable, tomato, and refrigerated fruit business assets operated under the Del Monte®, S&W®, Contadina®, and other trademarks as described in the APA, (ii) four US facilities, two facilities in Mexico, and one facility in Venezuela and (iii) global ownership of the Del Monte® brand, which is subject to existing licensing arrangements across different regions and categories (the “Acquisition”). As part of the Acquisition, we also acquired 100% of the voting interests of Del Monte Foods Mexico and South American subsidiaries, assumption of customer and supplier contracts as defined in the APA, as well as inventory at closing.
The Acquisition reunites the Del Monte® brand under a single owner for the first time in nearly four decades, expanding our prepared foods business and aligning with our existing fresh business under a global strategy to expand household penetration and enhance operational efficiency, flexibility, and cost structure.
Current Macroeconomic Environment
We continue to actively monitor macroeconomic trends and geopolitical pressures around the world including, among others, the conflicts in the Middle East and other regional or global military conflicts. During the first six months of 2026, escalation of the conflict in the Middle East has resulted in significant disruption to shipping activities through the Strait of Hormuz, a critical maritime area used for global supply chain. Due to these disruptions, we incurred customer quality claims, product damages, and write-off of inventory resulting in $0.6 million of customer claims and $1.7 million of other product-related charges recognized during the first six months of 2026. Additionally, these conflicts have resulted in higher costs in certain commodity and transport markets, including those for shipping fuel and fertilizer used for production and shipment of our products. We expect the increases and volatility in these commodity markets to be material. As a result of these increases and volatility, our results and cash flows will be impacted, including increased costs for inputs used in our production and supply chain as well as affecting the affordability of our products for our customers. We continue to monitor developments with respect to the conflict in the region, including its ongoing impact on global commodity prices and shipping and logistic disruptions.
During 2025, the U.S. government signaled or announced numerous changes to its trade policy, including changes to existing trade agreements and the use of tariffs to enforce trade policy. The tariffs impact various jurisdictions we sell into and from which we purchase or source, including Costa Rica, Guatemala and Ecuador where we source the majority of our products sold into the United States. These tariffs exempt imports that are compliant with the United States-Mexico-Canada ("USMCA") trading agreement, which includes a wide range of fresh fruit and vegetables. On November 14, 2025, President Trump issued an executive order removing tariffs on various agricultural products, including certain imported fruits such as bananas and pineapples, reducing our exposure to tariff charges compared to earlier in the year. However, these trade policies are subject to change with limited or no advance notice to the Company. As a result, it is uncertain what, if any, impact tariffs or other trade policy may have on products we source or partially source from outside the United States. While we were able to mostly mitigate additional costs related to tariff charges placed on products sold into the United States during 2025 and the first quarter of 2026, if we are unable to successfully sustain our increased selling prices to our customers, institute new increases for incremental tariffs, or if increased selling prices impact consumer demand, we expect the impact for the remainder of 2026 to be material.
On February 20, 2026, the United States Supreme Court issued a decision invalidating the broad-based tariffs imposed by the U.S. government under the International Emergency Economic Powers Act (IEEPA), including the additional country specific tariffs. We may be eligible to receive refunds of certain tariffs we paid that were levied under the IEEPA, however significant uncertainty exists regarding our ability to claim any potential tariff refunds as well as the timing of such refunds. Subsequent to the ruling by the United States Supreme Court striking down the tariffs, the U.S. government has announced its intent to levy new sets of tariffs under Sections 122 and 301 of the Trade Act of 1974, under Sections 122 and 301 of the Trade Act of which would not fall under the IEEPA. These new set of tariffs could also be facing legal challenges. As a result, significant uncertainty remains on the potential impact of tariffs on the cost of our products sold into the United States. The actual impact of tariffs on our business is subject to a number of factors including the duration of such tariffs, changes to the countries included in the scope of tariffs in the future, changes to amounts, potential retaliatory tariffs imposed by other countries, court rulings and other variables.
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Income Taxes
In connection with the examination of the tax returns in three foreign jurisdictions, the taxing authorities have issued income tax deficiencies related to transfer pricing aggregating approximately $275.9 million (including interest and penalties) for tax years 2012 through 2021. We strongly disagree with the proposed adjustments and have filed a protest with each of the taxing authorities.
In one foreign jurisdiction, we are currently contesting tax assessments related to the 2012-2015 audit years and the 2016 audit year in both the administrative court and the judicial court. During 2019 and 2020, we filed actions contesting the tax assessment in the administrative office. Our initial challenge to each of these tax assessments was rejected, and we subsequently lost our appeals at the administrative court. We have subsequently filed actions to contest each of these tax assessments in the country’s judicial courts. In addition, we have filed a request for injunction to the judicial court to stay the tax authorities' collection efforts for these two tax assessments, pending final judicial decisions. The court granted our injunction with respect to the 2016 audit year, however denied our injunction with respect to the 2012-2015 audit years. We timely appealed the denial of the injunction, and on August 10, 2022 the appellate court overturned the denial and granted our injunction for the 2012-2015 audit years with a trial date set for July 4, 2025. During June 2025, we were notified of the hearing being suspended until further notice due to a pending constitutional remedy affecting a rule included in the arguments. Pursuant to local law, we registered real estate collateral with an approximate fair market value of $8.1 million in connection with the grant of the 2016 audit year injunction. This real estate collateral has a net book value of $3.8 million as of the quarter ended June 26, 2026. In addition, in connection with the grant of the 2012-2015 audit year injunction, we registered real estate collateral with an approximate fair market value of $33.7 million, and a net book value of $4.6 million as of the quarter ended June 26, 2026. The registration of this real estate collateral does not affect our operations in the country.
In the second foreign jurisdiction, the administrative court denied our appeal, and on March 4, 2020 we filed an action in the judicial court to contest the administrative court's decision. The case is still pending.
In the third foreign jurisdiction, we received tax assessments related to the 2018-2021 audit years. We filed objections contesting these assessments and subsequently initiated appeals. On January 16, 2026, the Company received an unfavorable decision related to the appeals. On February 9, 2026, we filed an action to pursue further appeal through the applicable appellate forum. The case remains pending.
We will continue to vigorously contest the adjustments and intend to exhaust all administrative and judicial remedies necessary in both jurisdictions to resolve the matters, which could be a lengthy process.
We regularly assess the likelihood of adverse outcomes resulting from examinations such as these to determine the adequacy of our tax reserves. Accordingly, we have not accrued any additional amounts based upon the proposed adjustments. There can be no assurance that these matters will be resolved in our favor, and an adverse outcome of either matter, or any future tax examinations involving similar assertions, could have a material effect on our financial condition, results of operations and cash flows.
Additionally, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (OECD) Pillar Two Framework. Pursuant to the implementation dates prescribed in the Directive, the rules became effective for the Company for the 2025 fiscal year. A significant number of other countries are expected to also implement similar legislation with varying effective dates. The Company has evaluated the impact of the global minimum tax rules under Pillar Two for the current interim period and the impact has been reflected in the Company's estimated annual effective tax rate used to determine income tax expense in accordance with ASC 740 for the quarter ended June 26, 2026.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The estimated impact of the provisions applicable in 2026 has been reflected in the Company's estimated annual effective tax rate.
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RESULTS OF OPERATIONS
Consolidated Financial Results
The following summarizes the more significant factors impacting our operating results for the 13-week periods and 26-week periods ended June 26, 2026 (also referred to as the “second quarter of 2026” and "first six months of 2026", respectively) and June 27, 2025 (also referred to as the “second quarter of 2025” and "first six months of 2025").
Quarter ended Six months ended
June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025
Net sales $ 1,219.1 $ 1,182.5 $ 2,263.2 $ 2,280.8
Gross profit 121.3 120.1 210.3 212.2
Selling, general and administrative expenses 72.6 51.3 123.7 99.3
Operating income 33.5 68.3 53.6 113.2
Net sales - Net sales for the second quarter of 2026 were $1,219.1 million, compared with $1,182.5 million in the second quarter of 2025. The increase in net sales was primarily driven higher net sales in our prepared foods products segment due to our acquisition of Del Monte Foods on March 19, 2026, partially offset by lower net sales in our fresh and value-added products segment, primarily reflecting the strategic divestiture of our Mann Packing business in the fourth quarter of 2025, lower net sales of banana driven by lower sales volume in North America and Asia, and the impact of the prior-year period reflecting the benefit of tariff-related price increases in North America that did not recur during the current period.
For the first six months of 2026, net sales were $2,263.2 million compared with $2,280.8 million for the first six months of 2025. The decrease in net sales was primarily driven by lower net sales in our fresh and value-added products segment, reflecting the sale of our Mann Packing business, lower net sales of banana driven by lower sales volume in North America and Asia, and lower net sales of avocados due to industry-wide oversupply, which resulted in lower per-unit selling prices, and the impact of tariff-related price increases in North America during the prior year period. The decrease was partially offset by net sales from our acquisition of Del Monte Foods on March 19, 2026, as well as the favorable impact of fluctuations in exchange rates primarily related to the euro.
Gross profit - Gross profit for the second quarter of 2026 was $121.3 million, compared with $120.1 million in the second quarter of 2025. The increase in gross profit was primarily driven by higher net sales, partially offset by higher per unit production and procurement costs in our banana and fresh and value-added products segments, higher ocean freight and distribution costs, and the unfavorable impact of fluctuations in exchange rates related to the Costa Rican colon.
For the first six months of 2026, gross profit was $210.3 million compared with $212.2 million for the first six months of 2025. The decrease in gross profit was primarily driven the lower net sales, higher per unit production and procurement costs in our banana and fresh and value-added products segment and higher distribution costs, partially offset the acquisition of Del Monte Foods.
Gross profit for the first six months of 2026 was negatively impacted by $2.3 million of charges, including $0.6 million of sales claims and $1.7 million of other product-related charges, primarily due to customer quality claims, product damage, and inventory write-offs related to disruptions to shipping lanes in the Strait of Hormuz associated with geopolitical developments in the region. No other product-related charges were recorded during the second quarter of 2026 or first six months of 2025.
Selling, general and administrative expenses - Selling, general and administrative expenses for the second quarter of 2026 increased by $21.3 million compared with the second quarter of 2025, and by $24.4 million in the first six months of 2026 when compared with the first six months of 2025. The increase in both periods was primarily driven by our acquisition of Del Monte Foods, including the addition of sales and marketing personnel as a result of our March acquisition of Del Monte Foods, partially offset by a reduction in expenses associated with our sale of our Mann Packing business during the fourth quarter of 2025 and lower professional and legal fees.
(Loss) gain on disposal of property, plant and equipment, net - The loss on disposal of property, plant and equipment, net for the second quarter of 2026, net of $0.4 million primarily consisted of a $0.6 million agreed-upon reduction in the proceeds of our Mann Packing business. For the first six months of 2026, gain on disposal of property, plant and equipment, net of $1.8 million also included a $2.2 million gain on idle land in Chile.
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For the first six months of 2025, gain on disposal of property, plant and equipment, net of $0.9 million primarily consisted of the sale of idle land in Guatemala. No significant disposals of property, plant and equipment occurred during the second quarter of 2025.
Asset impairment and other charges, net - Asset impairment and other charges, net of $14.8 million for the second quarter of 2026 primarily consisted of consisted of impairment charges of $10.6 million related to our closure of four banana farms in Costa Rica, $2.9 million of acquisition-related expenditures associated with our March acquisition of Del Monte Foods, and $1.6 million in property and equipment damages resulting from the June earthquake in Venezuela. For the first six months of 2026, asset impairment and other charges, net of $34.8 million also included $16.1 million related to right-of-use assets acquired from Del Monte Foods for product lines we do not intend to operate and an additional $3.5 million of business transaction costs, including transaction advisory fees, legal, consulting, and accounting expenses associated with our acquisition of Del Monte Foods. Asset impairment and other charges, net of $0.6 million for the second quarter of 2025 and first six months of 2025, primarily consisted of impairment charges related to a leased farm in Chile.
Operating income - Operating income decreased by $34.8 million in the second quarter of 2026 and decreased by $59.6 million for the first six months of 2026 when compared with the prior-year period. The decrease was primarily driven by higher asset impairment and other charges, net, and increased selling, general, and administrative expenses when compared to the prior-year period.
Interest expense - Interest expense increased by $3.4 million in the second quarter of 2026 and $2.1 million for the first six months of 2026 when compared with the prior-year period primarily due to higher average debt balances during the respective periods as a result of the Del Monte Foods acquisition.
Income from equity method investments - Income from equity method investments decreased by $5.9 million in the second quarter of 2026. The decrease was primarily due to the liquidation of a fund in which we previously held an interest during the first quarter of 2026. For the first six months of 2026, income from equity method investments increased by $0.7 million when compared to the prior-year period, primarily distributions received in excess of our carrying value at the time of liquidation of aforementioned fund in which we previously held an interest.
Other expense, net - Other expense, net for the second quarter of 2026 was $1.4 million compared with $1.6 million in the second quarter of 2025. The decrease was primarily due to an increase in non-product income, including collection of value-added tax balances previously allowed for, as compared to the prior-year period. For the first six months of 2026, other expense, net was $7.8 million compared with $4.4 million for the first six months of 2025. The increase for the first six months of 2026 was primarily due to higher foreign currency losses as compared to the prior-year period, primarily related to changes in the Costa Rican colon and Japanese yen.
Income tax provision - Income tax provision decreased to $6.1 million for the second quarter of 2026 compared with $14.1 million for the second quarter of 2025 and decreased to $13.8 million for the first six months of 2026 compared with $21.0 million for the first six months of 2025. The decrease is primarily due to lower earnings in certain higher tax jurisdictions.
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Financial Results by Segment
The following table presents net sales and gross profit by segment (U.S. dollars in millions), and in each case, the percentage of the total represented thereby and gross margin percentage:
Quarter ended
June 26, 2026 June 27, 2025
Segment Net Sales Gross Profit Gross Margin Net Sales Gross Profit Gross Margin
Fresh and value-added products $ 569.3 47 % $ 62.9 52 % 11.0 % $ 649.9 55 % $ 75.2 63 % 11.6 %
Banana 361.1 30 % 8.4 7 % 2.3 % 410.0 35 % 30.0 25 % 7.3 %
Prepared foods 236.1 19 % 44.6 37 % 18.9 % 72.7 6 % 9.7 8 % 13.3 %
Other products and services 52.6 4 % 5.4 4 % 10.3 % 49.9 4 % 5.2 4 % 10.4 %
Total $ 1,219.1 100 % $ 121.3 100 % 9.9 % $ 1,182.5 100 % $ 120.1 100 % 10.2 %
Six months ended
June 26, 2026 June 27, 2025
Net Sales Gross Profit Gross Margin Net Sales Gross Profit Gross Margin
Fresh and value-added products $ 1,118.2 49 % $ 122.7 58 % 11.0 % $ 1,262.1 56 % $ 134.1 63 % 10.6 %
Banana 718.3 32 % 24.9 12 % 3.5 % 773.7 34 % 46.8 22 % 6.0 %
Prepared foods 318.6 14 % 53.5 25 % 16.8 % 143.6 6 % 20.0 10 % 13.9 %
Other products and services 108.1 5 % 9.2 5 % 8.5 % 101.4 4 % 11.3 5 % 11.1 %
Totals $ 2,263.2 100 % $ 210.3 100 % 9.3 % $ 2,280.8 100 % $ 212.2 100 % 9.3 %
Second Quarter of 2026 Compared with Second Quarter of 2025
Fresh and value-added products
Net sales for the second quarter of 2026 were $569.3 million, compared with $649.9 million in the prior-year period. The decrease in net sales was primarily a result of strategic reductions in our fresh and fresh-cut vegetables business, including the divestiture of our Mann Packing business during the fourth quarter of 2025, lower per-unit selling prices of avocado due to industry-wide over supply, and lower sales volume of deciduous fruit due to lower production volumes. Additionally, the prior-year period reflects the impact of tariff-related price increases in North America which did not recur during the current period.
Gross profit for the second quarter of 2026 was $62.9 million, compared with $75.2 million in the prior-year period. The decrease in gross profit was primarily driven lower net sales, higher per-unit production costs of pineapples and fresh-cut fruit, higher distribution costs and the unfavorable impact of fluctuations in exchange rates primarily related to the Costa Rican colon and Mexican peso. The decrease was partially offset by our fourth quarter 2025 divestiture of our Mann Packing business, which generated negative gross profit in the prior-year period. Gross margin decreased to 11.0% from 11.6% in the prior-year period.
Banana
Net sales for the second quarter of 2026 were $361.1 million, compared with $410.0 million in the prior-year period. The decrease in net sales was primarily a result of lower sales volume in North America due to weak market demand and increased market competition, in Asia due to lower production, and in the Middle East due to lower supply and the impact of geopolitical conflicts in the region. Additionally, the prior-year period reflects the impact of tariff-related price increases in North America which did not recur during the current period.
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Gross profit for the second quarter of 2026 was $8.4 million, compared with $30.0 million in the prior-year period. The decrease in gross profit was primarily driven by lower net sales and higher per-unit production and procurement, ocean freight costs and the unfavorable impact of fluctuations in exchange rates related to the Costa Rican colon. Gross margin decreased to 2.3% from 7.3% in the prior-year period.
Prepared foods
Net sales for the second quarter of 2026 were $236.1 million, compared with $72.7 million in the prior-year period. The increase in net sales was primarily driven by our acquisition of Del Monte Foods in March 2026 and was partially offset by lower net sales in North America and the Middle East due to a lower availability of fruit inputs, including pineapple, used in concentrate and canned pineapple.
Gross profit for the second quarter of 2026 was $44.6 million, compared with $9.7 million in the prior-year period. The increase in gross profit was primarily driven by higher net sales, including our acquisition of Del Monte Foods during the first quarter of 2026, partially offset by higher per-unit production and distribution costs. Gross margin increased to 18.9% from 13.3% in the prior-year period.
Other products and services
Net sales for the second quarter of 2026 were $52.6 million, compared with $49.9 million in the prior-year period. The increase in net sales was primarily the result of higher net sales in our poultry and meats business due to higher production volumes.
Gross profit was $5.4 million for the second quarter of 2026, compared with $5.2 million in the prior-year period. The increase in gross profit was primarily a result of higher net sales. Gross margin decreased to 10.3% from 10.4% in the prior-year period.
First Six Months of 2026 Compared with First Six Months of 2025
Fresh and value-added products
Net sales for the first six months of 2026 were $1,118.2 million, compared with $1,262.1 million in the prior-year period. The decrease in net sales was primarily a result of strategic reductions in our fresh and fresh-cut vegetables business, including the divestiture of our Mann Packing business during the fourth quarter of 2025 and lower per-unit selling prices of avocado due to industry-wide over supply, partially offset by higher net sales of melons due to increased demand in North America. Additionally, the prior-year period reflects the impact of tariff-related price increases in North America which did not recur during the current period.
Gross profit for the first six months of 2026 was $122.7 million, compared with $134.1 million in the prior-year period. The decrease in gross profit was primarily driven lower net sales, higher per-unit production costs of pineapples and fresh-cut fruit, higher distribution and ocean freight costs, and the unfavorable impact of fluctuations in exchange rates primarily related to the Costa Rican colon and Mexican peso. The decrease was partially offset by our fourth quarter 2025 divestiture of our Mann Packing business, which generated negative gross profit in the prior-year period.
Gross profit for the first six months of 2026 was negatively impacted by $0.8 million of charges, including $0.1 million of sales claims and $0.7 million of other product-related charges, primarily due to customer quality claims, product damages and write-off of inventory related to disruptions to shipping lanes in the Strait of Hormuz associated with geopolitical developments in the region. . Gross margin increased to 11.0% from 10.6% in the prior-year period.
Banana
Net sales for the first six months of 2026 were $718.3 million, compared with $773.7 million in the prior-year period. The decrease in net sales was primarily a result of lower sales volume in North America due to weak market demand and competitive market conditions and in Asia and the Middle East due to lower supply, including the impact of a supplier change during the first quarter of 2026. The decrease in net sales was partially offset by the favorable impact of fluctuations in exchange rates, primarily related to the euro. Additionally, the prior-year period reflects the impact of tariff-related price increases in North America which did not recur during the current period.
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Gross profit for the first six months of 2026 was $24.9 million, compared with $46.8 million in the prior-year period. The decrease in gross profit was primarily driven by lower net sales, higher per-unit production and procurement costs, higher ocean freight costs and the unfavorable impact of fluctuations in exchange rates related to the Costa Rican colon.
Gross profit for the first six months of 2026 was negatively impacted by $1.5 million of charges, including $0.5 million of sales claims and $1.0 million of other product-related charges, primarily due to customer quality claims, product damage, and inventory write-offs related to disruptions to shipping lanes in the Strait of Hormuz associated with geopolitical developments in the region. No other product-related charges were recorded during the second quarter of 2025. Gross margin decreased to 3.5% from 6.0% in the prior-year period.
Prepared foods
Net sales for the first six months of 2026 were $318.6 million, compared with $143.6 million in the prior-year period. The increase in net sales was primarily driven by our acquisition of Del Monte Foods in March 2026, partially offset by lower net sales in Europe and the Middle East due to a lower availability of fruit inputs, including pineapple, used in canned pineapple and concentrate.
Gross profit for the first six months of 2026 was $53.5 million, compared with $20.0 million in the prior-year period. The increase in gross profit was primarily driven by higher net sales, including our acquisition of Del Monte Foods during the first quarter of 2026, partially offset by higher per-unit production and distribution costs. Gross margin increased to 16.8% from 13.9% in the prior-year period.
Other products and services
Net sales for the first six months of 2026 were $108.1 million, compared with $101.4 million in the prior-year period. The increase in net sales was primarily the result of higher net sales of our third-party freight services business, partially offset by lower net sales in our poultry and meats business due to per-unit selling prices.
Gross profit was $9.2 million for the second quarter of 2026, compared with $11.3 million in the prior-year period. The decrease in gross profit was primarily a result of lower per-unit selling prices in our poultry and meats business, partially offset by higher net sales. Gross margin decreased to 8.5% from 11.1% in the prior-year period.
Liquidity and Capital Resources
Del Monte Corporation is a holding company whose only significant asset is the outstanding capital stock of our subsidiaries that directly or indirectly own all of our assets. We conduct all of our business operations through our subsidiaries. Accordingly, as of June 26, 2026, our principal sources of liquidity were (i) cash generated from operations of our subsidiaries, (ii) our combined $803 million of credit facilities, including $750 million associated with our amended senior unsecured revolving credit facility, with an available capacity of approximately $369 million and (iii) existing cash and cash equivalents of $36.1 million. The loan commitments under our credit facilities can be used for working capital or other general corporate purposes. On a long-term basis, we will continue to rely on our credit facilities for any long-term funding not provided by cash generated from operations of our subsidiaries.
Our principal uses of liquidity are paying the costs associated with our operations, paying dividends, and making capital expenditures to increase our productivity and expand our product offerings and geographic reach. We may also, from time to time, prepay outstanding indebtedness on our credit facility, repurchase and retire ordinary shares of our common stock, or make investments in businesses that we believe are complementary to our operations and long-term strategy.
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On March 19, 2026, we completed our acquisition of Del Monte Foods assets for consideration comprising of $310.2 million. For additional information, refer to Note 3. "Acquisitions" of the accompanying unaudited consolidated financial statements.
On July 15, 2026, we entered into Amendment No. 3 to the Second Amended and Restated Credit Agreement (the "Third Amendment"") with Bank of America, N.A. as administrative agent and certain other lenders. The Third Amendment amended our amended senior unsecured revolving credit facility to, among other things, increase commitments available under the credit facility from $0.75 billion to $0.90 billion. For additional information, refer to Note 10. “Debt” of the accompanying unaudited consolidated financial statements for a further discussion of this amendment.
On February 21, 2025, our Board of Directors approved a stock repurchase program ("Stock Repurchase Program") of up to $150 million of our ordinary shares. During the first six months of 2026, we repurchased 565,213 shares for $20.0 million under the Stock Repurchase Program. As of June 26, 2026, the maximum dollar value of shares yet to be repurchased under the Stock Repurchase Program was $100,150,342. The Stock Repurchase Program has no expiration date and will continue until otherwise modified or terminated by the Company's Board of Directors at any time in its sole discretion.
A summary of our cash flows is as follows (U.S. dollars in millions):
Six months ended
June 26, 2026 June 27, 2025
Summary cash flow information:
Net cash provided by operating activities $ 94.0 $ 159.2
Net cash used in investing activities (305.7) (24.4)
Net cash provided by (used in) financing activities 188.7 (81.2)
Effect of exchange rate changes on cash (1.6) (0.7)
Net (decrease) increase in cash, cash equivalents and restricted cash (24.6) 52.9
Cash, cash equivalents and restricted cash, beginning 64.2 32.6
Cash, cash equivalents and restricted cash, ending $ 39.6 $ 85.5
Operating Activities
Net cash provided by operating activities was $94.0 million for the six months ended June 26, 2026 compared with $159.2 million for the six months ended June 27, 2025, a decrease of $65.2 million. The primary driver of cash flows in both years was net earnings, with the decrease in net cash provided by operating activities during the six months ended June 26, 2026, being primarily attributable to the lower net income, and the effect of working capital fluctuations, mainly due to higher levels of trade receivables and fluctuations in inventory due to the timing of period-end receipts and our acquisition of Del Monte Foods. The decrease was partially offset by the change in non-cash items, including higher asset impairments.
At June 26, 2026, we had working capital of $742.9 million, compared with $611.5 million at December 26, 2025, an increase of $131.4 million. The increase in working capital was primarily due to higher levels of inventory and trade accounts receivable, partially offset by higher levels of accounts payable and accrued expenses. The changes in working capital during the period were primarily due to our March acquisition of select assets of Del Monte Foods which was funded primarily with long-term debt from our existing credit facilities.
Investing Activities
Net cash used in investing activities for the six months ended June 26, 2026 was $305.7 million, compared with net cash used in investing activities of $24.4 million for the six months ended June 27, 2025. Net cash used in investing activities for the six months ended June 26, 2026 primarily consisted of our acquisition of select assets of Del Monte Foods, net of cash, for $307.7 million, capital expenditures of $40.2 million which mainly included expenditures related to (i) improvements to our banana and pineapple operations in Central America and (ii) an additional warehouse for our prepared foods business in North America subsequent to our acquisition of Del Monte Foods during the first quarter. Net cash used in investing activities for the six months ended June 26, 2026 also included $7.0 million in investments in unconsolidated companies in the food, nutrition and health sector that align with our long-term strategy and vision. Partially offsetting the net cash used in investing activities for the six months ended June 26, 2026 were distributions received of $29.6 million due to the liquidation of an unconsolidated
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investment and proceeds from the distribution during the first quarter of 2026 and the sale of property, plant and equipment of $19.6 million which primarily relate to the sale of a carrier vessel, two idle properties in Chile, idle land in Guatemala and cash collected during the period related to our 2025 sale of our Mann Packing business.
Net cash used in investing activities for the six months ended June 27, 2025 primarily consisted of capital expenditures of $21.6 million which mainly related to (i) improvements to our banana and pineapple operations in Central America and (ii) investments in our operations and production facilities in North America benefiting both our fresh and value-added products and banana segments, and (iii) improvements to our pineapple operations in Kenya expenditures related to investments in our operations and production facilities in North America and Kenya. Net cash used in investing activities for the six months ended June 27, 2025 also included $7.5 million in investments in unconsolidated companies in the food and nutrition sector that align with our long-term strategy and vision. Partially offsetting the net cash used in investing activities for the six months ended June 27, 2025 were proceeds from the sale of property, plant and equipment of $3.5 million which mainly related to the sale of idle land in Guatemala. Net cash used in investing activities for the quarter ended March 28, 2025 also included $7.5 million in investments in unconsolidated companies in the food and nutrition sector that align with our long-term strategy and vision. Partially offsetting the net cash used in investing activities for the quarter ended March 28, 2025 were proceeds from the sale of property, plant and equipment, and subsidiary of $3.5 million which mainly related to the sale of idle land in Guatemala.
Financing Activities
Net cash provided by financing activities for the six months ended June 26, 2026 was $188.7 million, compared with net cash used in financing activities of $81.2 million for the six months ended June 27, 2025. Net cash provided by financing activities for the six months ended June 26, 2026 primarily consisted of net borrowings of debt of $241.6 million partially offset by dividends paid of $28.5 million and the repurchase and retirement of ordinary shares of $20.1 million as part of our previously announced stock repurchase program.
Net cash used in financing activities for the six months ended June 27, 2025 primarily consisted of dividends paid of $28.8 million, net repayments on debt of $43.1 million and the repurchase and retirement of ordinary shares of $7.6 million.
Debt Instruments and Debt Service Requirements
On February 21, 2024, we entered into Amendment No. 2 to the Second Amended and Restated Credit Agreement (the "2024 Amended Credit Facility") with Bank of America, N.A. as administrative agent and BofA Securities, Inc. as sole lead arranger and sole bookrunner and certain other lenders. On July 15, 2026, we entered into Amendment No. 3 to the Second Amended and Restated Credit Agreement (the "Third Amendment"") with Bank of America, N.A. as administrative agent and certain other lenders. The Third Amendment amended the 2024 Credit Facility to, among other things, increase commitments available under the 2024 Credit Facility from $0.75 billion to $0.90 billion and amended and restated the definition of the Term SOFR rate to remove to the ten basis point adjustment to SOFR as included in the 2024 Amended Credit Facility. As amended, the 2024 Amended Credit Facility provides for a five-year, $0.90 billion syndicated senior unsecured revolving credit facility maturing on February 21, 2029. Amounts borrowed under the revolving credit facility accrue interest at a rate equal to the Term SOFR rate plus a margin that ranges from 1.0% to 1.625% based on our Consolidated Leverage Ratio (as defined in the 2024 Amended Credit Facility). The 2024 Amended Credit Facility also permits, under certain conditions, $200 million of Permitted Receivables Financing (as defined in the 2024 Amended Credit Facility). In addition, we pay a fee on unused commitments at a rate equal to 0.150% to 0.250% based on our Consolidated Leverage Ratio. We intend to use funds borrowed under the Amended Revolving Credit Facility from time to time for general corporate purposes, working capital, capital expenditures and other permitted investment opportunities.
The 2024 Amended Credit Facility provides for an accordion feature that permits us, without the consent of the other lenders, to request that one or more lenders provide us with increases in revolving credit facility or term loans up to an aggregate of $300 million (“Incremental Increases”). The aggregate amount of Incremental Increases can be further increased to the extent that after giving effect to the proposed increase in revolving credit facility commitments or term loans our Consolidated Leverage Ratio, on a pro forma basis, would not exceed 2.75 to 1.00. Our ability to request such increases or term loans is subject to our compliance with customary conditions set forth in the 2024 Amended Credit Facility including compliance, on a pro forma basis, with certain financial covenants and ratios. Upon our request, each lender may decide, in its sole discretion, whether to increase all or a portion of its revolving credit facility commitment or provide term loans.
The 2024 Amended Credit Facility 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
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after giving effect to the proposed increase in revolving credit facility commitments or term loans our Consolidated Leverage Ratio, on a pro forma basis, would not exceed 2.75 to 1.00. Our ability to request such increases or term loans is subject to our compliance with customary conditions set forth in the 2024 Amended Credit Facility including compliance, on a pro forma basis, with certain financial covenants and ratios. Upon our request, each lender may decide, in its sole discretion, whether to increase all or a portion of its revolving credit facility commitment or provide term loans.
The 2024 Amended Credit Facility financial covenants requires us to maintain 1) a Consolidated Leverage Ratio of not more than 3.75 to 1.00 at any time during any period of four consecutive fiscal quarters, subject to certain exceptions and 2) minimum Consolidated Interest Coverage Ratio of not less than 2.25 to 1.00 as of the end of any fiscal quarter. As a result of our March 19, 2026 acquisition of select assets of Del Monte Foods meeting the definition of a Permitted Acquisition as defined in the 2024 Amended Credit Facility, the Consolidated Leverage Ratio required to be maintained was increased to not exceed 4.25 to 1.00 as of the end of the quarter ended June 26, 2026 and will remain at that level for the succeeding three fiscal quarters from the date of the acquisition.
Additionally, it requires us to comply with certain other covenants, including limitations on capital investments, the amount of dividends that can be paid in the future, the amounts and types of liens and indebtedness, material asset sales, and mergers. Under the 2024 Amended Credit Facility, we are permitted to declare or pay cash dividends in any fiscal year up to an amount that does not exceed the greater of (i) an amount equal to (1) the greater of (A) 50% of the Consolidated Net Income (as defined in the 2024 Amended Credit Facility) for the immediately preceding fiscal year or (B) $25 million (the "Base Dividend Basket") plus (2) commencing in the fiscal year ending December 26, 2025 any portion of the Base Dividend Basket not used in the immediately preceding fiscal year, or (ii) the greatest amount which would not cause the Consolidated Leverage Ratio (determined on a pro forma basis as of the date of declaration or payment) to exceed 3.50 to 1.00. As a result of our March 19, 2026 acquisition of select assets of Del Monte Foods meeting the definition of a Permitted Acquisition as defined in the 2024 Amended Credit Facility, the Consolidated Leverage Ratio required to be maintained was increased to not exceed 4.25 to 1.00 as of the end of the quarter ended June 26, 2026 and will remain at that level for the succeeding three fiscal quarters. It also provides an allowance for stock repurchases to be an amount not exceeding the greater of (i) (A) $50,000,000 (the "Base Redemption Basket") plus (B) commencing in the fiscal year ending December 26, 2025, any portion of the Base Redemption Basket not used in the immediately preceding fiscal year or (ii) the greatest amount which would not cause the Consolidated Leverage Ratio (determined on a pro forma basis as of the date of such repurchase) to exceed 3.50 to 1.00. As of June 26, 2026, we were in compliance with all the covenants contained in the 2024 Amended Credit Facility.
In addition to the indebtedness under our 2024 Amended Credit Facility, our material cash requirements include contractual obligations from other working capital facilities and lease obligations. Refer to Note 10. "Debt and Finance Lease Obligations" of the accompanying unaudited consolidated financial statements for more information regarding these material cash requirements.
As of June 26, 2026, we had $369.0 million unused borrowing capacity, net of letters of credit and guarantees, primarily under the 2024 Amended Credit Facility.
We believe that our cash on hand, borrowing capacity available under our 2024 Amended Credit Facility as amended by the Third Amendment, and cash flows from operations for the next twelve months will be sufficient to meet our cash requirements and service our outstanding debt during the next twelve months. However, we cannot predict whether future developments associated with the current economic environment will materially adversely affect our long-term liquidity position. Our liquidity assumptions, the adequacy of our available funding sources, and our ability to meet our 2024 Amended Credit Facility covenants are dependent on many additional factors, including those set forth in “Item 1A. Risk Factors” of our Form 10-K for the year ended December 26, 2025.
Contractual Obligations
As of June 26, 2026, there were no material changes in our commitments or contractual obligations as compared to those disclosed in our Annual Report on Form 10-K for the year ended December 26, 2025.
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 26, 2025. There were no material changes to these critical accounting policies or estimates during the second quarter of 2026.
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Fair Value Measurements
Our results of operations and financial condition are exposed to fluctuations in currency exchange rates against the U.S. dollar, and we mitigate that exposure by entering into foreign currency forward contracts. Certain of our subsidiaries periodically enter into foreign currency forward contracts in order to hedge portions of forecasted sales or cost of sales denominated in foreign currencies which generally expire within one year. The fair value of our foreign currency cash flow hedges was a net asset position of $9.6 million as of June 26, 2026 compared to a net liability position of $1.0 million as of December 26, 2025 due to the relative strengthening of exchange rates when compared to contracted rates, primarily related our Euro forward contracts, during the six months ended June 26, 2026.
We are exposed to fluctuations in variable interest rates on our results of operations and financial condition, and we mitigate that exposure by entering into interest rate swaps from time to time. During 2018, we entered into interest rate swaps in order to hedge the risk of the fluctuation on future interest payments related to a portion of our variable rate borrowings through 2028. On July 19, 2024, we agreed to terminate our outstanding interest rate swap agreement in exchange for $7.3 million, net of fees of $0.2 million. Based on our assessment that the originally hedged cash flows associated with our variable rate borrowings remain probable, the proceeds received as a result of the termination of our outstanding interest rate swap agreement will remain in accumulated other comprehensive loss and be reclassified to earnings through interest expense over the remaining life of the hedged debt. At June 26, 2026, $2.1 million remained in accumulated other comprehensive loss related to the terminated interest rate swap, of which $1.0 million is expected to be reclassified to earnings through interest expense over the next twelve months.
We enter into derivative instruments with counterparties that are highly rated and do not expect a deterioration of our counterparty’s credit ratings; however, the deterioration of our counterparty’s credit ratings would affect the Consolidated Financial Statements in the recognition of the fair value of the hedges that would be transferred to earnings as the contracts settle. We expect that $10.7 million of the net fair value of our cash flow hedges recognized as a net gain in accumulated other comprehensive loss, inclusive of amounts associated with our interest rate swap terminated during the quarter ended June 28, 2024, will be transferred to earnings during the next 12 months, and the remaining net gain of $1.1 million over the following 2 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 are sensitive to differences between estimated and actual cash flows and changes in the related discount rate used to evaluate the fair value of these assets. We disclosed the sensitivity related to the banana reporting unit's goodwill and the prepared food reporting unit's goodwill in our Annual Report on Form 10-K for the year ended December 26, 2025. During the quarter ended June 26, 2026, we did not record impairment charges associated with these reporting units, 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 are impaired in subsequent periods and result in a write-off of a portion or all of goodwill.
During and subsequent to the quarter and six months ended June 26, 2026, escalation of the conflict in the Middle East has resulted in significant disruption to shipping activities through the Strait of Hormuz and commercial activities globally, leading to increased variability in certain commodity markets such as shipping fuel and fertilizer. We cannot predict whether future developments associated with the conflict, including the length of heightened volatility in commodity markets or its impact on consumer demand, will result in changes to our projected cash flows or discount rates used that may lead to impairment of our goodwill.
New Accounting Pronouncements
Refer to Note 2. “Recently Issued Accounting Pronouncements” of the accompanying unaudited consolidated financial statements for a discussion of recent accounting pronouncements.
Seasonality
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Interim results are subject to significant variations and may not be indicative of the results of operations that may be expected for an entire fiscal year. Due to seasonal sales price fluctuations, we have historically realized a greater portion of our net sales and gross profit during the first two quarters of the year. We anticipate the Del Monte Foods acquisition will reduce this seasonality on our financial results, as the businesses we acquired have historically realized a greater portion of its net sales during the last quarter of the year, however we cannot be certain this trend will continue subsequent to our acquisition. The sales price of any fresh produce item fluctuates throughout the year due to the supply of and demand for that particular item, as well as the pricing and availability of other fresh produce items, many of which are seasonal in nature. Information about the seasonality of our results is included under the caption “Seasonality” provided in Item 1. Business, of our Annual Report on Form 10-K for the year ended December 26, 2025.
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Forward-Looking Statements
This quarterly report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically, this quarterly report contains forward-looking statements regarding:
•our expectations regarding future financial and operational performance;
•our ability to successfully integrate the acquired Del Monte Foods assets into our business operations;
•our expectations regarding the impact of tariffs and other governmental trade restrictions on our business;
•our expectations regarding the impact on our business operations of any geopolitical conflicts, including shipping disruptions as a result of the United States, Israel, and Iran conflict;
•our expectations regarding continued inflationary pressures, our ability to mitigate such pressures through pricing, and the impacts to our operating results;
•our intentions regarding the use of borrowed funds;
•our expectations regarding share repurchases;
•our expectations regarding the impact of storms on our business and our ability to recover insurance proceeds, if any;
•our expectations regarding market conditions, volatility and seasonality, and their impact on our operating results;
•our beliefs related to the sufficiency of our capital resources, including that our cash on hand, capacity under our 2024 Amended Credit Facility and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months;
•our expectations regarding our derivative instruments, including our counterparties’ credit ratings and the anticipated impacts on our financials;
•our expectations and estimates regarding certain legal, tax and accounting matters, including our litigation strategy, plans and beliefs regarding the ultimate outcome of income tax adjustments assessed by foreign taxing authorities;
•our expectations regarding the potential impact of pending legislation and any impact that may have on our financial condition, results of operations and cash flows;
•our expectations concerning the fair value of hedges, including the timing and impact to our results;
•our expectations regarding estimated liabilities related to environmental cleanup; and
•our plans and future performance.
These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. These various factors include, but are not limited to, the following:
•our ability to achieve the benefits we expect to realize as a result of our acquisition of the Del Monte Foods assets;
•liabilities acquired from the Del Monte Foods assets that are not known to us;
•the impact of inflationary pressures on raw materials and other costs, as well as the impact on increased costs for many of our products;
•the impact of tariffs and other governmental trade restrictions;
•our exposure to political, economic and other risks from operating a multinational business, which could have a material adverse effect on our results and financial condition;
•the impact of increased costs for many of our products, including bananas, pineapples, avocados and other fresh produce;
•the impact of pricing and other actions by competitors, particularly during periods of low consumer confidence and spending levels;
•the timing and cost of resolution of pending and future legal and environmental proceedings or investigation;
•the impact of severe weather conditions and natural disasters, such as flooding, hurricanes, earthquakes, on crop quality and yields and on our ability to grow, procure or export our products;
•the adequacy of our insurance coverage;
•the cost and other implications of changes in regulations applicable to our business, including potential legislative or regulatory initiatives in the United States or elsewhere directed at mitigating the effects of climate change;
•our ability to successfully compete in the markets in which we do business;
•the impact on our business of the consolidation of retailers, wholesalers and distributors in the food industry;
•the impact of foreign currency fluctuations and currency exchange risks because of our international business;
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•the impact on our sales and profits if we lose one or more of our largest customers or such customers reduce their purchases from us;
•the availability of sufficient labor during peak growing and harvesting seasons;
•the continued ability of our distributors and suppliers to have access to sufficient liquidity to fund their operations;
•the impact of governmental trade restrictions, including adverse governmental regulation that may impact our ability to access certain markets;
•our ability to meet our anticipated cash needs in light of our liquidity;
•trends and other factors affecting our financial condition or results of operations from period to period, including changes in product mix, consumer preferences or consumer demand for branded products such as ours; anticipated price and expense levels;
•the impact of crop disease as well as our ability to improve our existing quarantine policies and other prevention strategies, as well as find contingency plans, to protect our and our suppliers' banana crops from vascular diseases such as vascular diseases, one of which is known as Tropical Race 4, or TR4 (also known as Panama Disease);
•our ability to improve our existing quarantine policies and other prevention strategies, as well as find contingency plans, to protect our and our suppliers’ banana crops from vascular diseases;
•global or local disruptions or issues that impact our production facilities or complex logistics network;
•our inability to realize expected benefits on plans for expansion of our business (including through acquisitions);
•our ability to successfully integrate acquisitions and new product lines into our operations;
•the impact of impairment or other charges associated with exit activities, crop or facility damage or otherwise,
•the impact of changes in tax accounting or tax laws (or interpretations thereof), the impact of claims or adjustments proposed by the Internal Revenue Service or other taxing authorities, including the EU, in connection with our tax audits and our ability to successfully contest such tax claims and pursue necessary remedies;
•the success of our joint ventures;
•damage to our reputation or brand names or negative publicity about our products
•our ability to successfully manage the risks associated with international operations, including risks relating to inflation, tax laws, currency restrictions and exchange rate fluctuations, legal or judicial systems, and political or economic conditions;
•the impact of disruptions or breaches of our technology or information system security measures, or of third parties we rely upon;
•our ability to continue to comply with covenants and the terms of our credit instruments and our ability to obtain additional financing to fund our capital expenditures; and
•exposure to product liability claims and associated regulatory and legal actions, product recalls, or other legal proceedings relating to our business.
All forward-looking statements in this report are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Our plans and performance may also be affected by the factors described in our most recent Annual Report on Form 10-K along with other reports that we file with the Securities and Exchange Commission.
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