DEL MONTE CORP
For the period ended Jun 6, 2024. Filed Apr 26, 2024.
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Jun 6, 2024 · Filed Apr 26, 2024
Contents
APPENDIX A
Reconciliation of Non-GAAP Measures
This proxy statement includes the followingnon-GAAP measures: adjusted net income, adjusted diluted EPS, and adjusted operating income. Adjusted net income, adjusted diluted EPS and adjusted operating income reflect adjustments related to asset impairment and other charges (credits), gain on disposal of property, plant and equipment, net, product-related charges, and other adjustments detailed in the tables below.
The Company uses these metrics because management believes they provide more comparable measures to evaluate period-over-period operating performance since they exclude special items that are not indicative of the Company’s core business or operations. These measures may be useful to an investor in evaluating the underlying operating performance of the Company’s business because these measures:
| • | are used by investors to measure a company’s comparable operating performance; |
| • | are financial measurements that are used by lenders and other parties to evaluate creditworthiness; and |
| • | are used by the Company’s management for various purposes, including as measures of performance of its operating entities, as a basis of strategic planning and forecasting, and in certain cases as a basis for incentive compensation. |
Because all companies do not use identical calculations, the Company’s presentation of thesenon-GAAP financial measures may not be comparable to similarly titled measures used by other companies.
| Fresh Del Monte Produce Inc. and Subsidiaries | |||||||
|---|---|---|---|---|---|---|---|
| Non-GAAP Reconciliations | |||||||
| (U.S. dollars in millions, except per-share amounts) | |||||||
| Year ended | |||||||
| December 29, 2023 · December 30, 2022 | |||||||
| OperatingIncome · Net (loss) incomeattributable toFresh Del MonteProduce Inc. · DilutedEPS · Operatingincome · Net (loss) incomeattributable toFresh Del MonteProduce Inc. · DilutedEPS | |||||||
| As reported | $58.50 | ($ 11.40) | ($ | 0.24) | $156.30 | $98.60 | $2.06 |
| Adjustments: | |||||||
| Other product-related (credits) charges (1) | 3.80 | 3.80 | 0.08 | — | — | — | |
| Asset impairment and other charges (credits), net (2) | 143.40 | 143.40 | 2.99 | (4.80) | (4.80) | (0.10) | |
| (Gain) on disposal of property, plant and equipment, net (3) | (40.40) | (40.40) | (0.84) | (2.30) | (2.30) | (0.05) | |
| Other adjustments (4) | — | 7.60 | 0.16 | — | 0.20 | — | |
| Tax effects of all adjustments and other tax-related items (5) | — | (1.30) | (0.03) | — | 2.60 | 0.06 | |
| As adjusted | $165.30 | $101.70 | $2.12 | $149.20 | $94.30 | $1.97 | |
| (1) | Other product-related (credits) charges for the year ended December 29, 2023, primarily consisted of $1.8 million of inventory write-offs primarily related to the sale of two distribution centers in Saudi Arabia and inventory write-off and clean-up costs, net of insurance recoveries, of $1.5 million due to flooding in Greece. |
| (2) | Asset impairment and other charges (credits), net for the year ended December 29, 2023, primarily consisted of impairment charges of $109.6 million related to customer list and trade name intangible assets and building, land, and land improvements assets in North America, a $21.6 million impairment charge related to goodwill in our prepared foods reporting unit, $3.7 million of impairment charges related to low-yielding banana farms in the Philippines, $2.6 million of impairment charges related to low-yielding non-tropical fruit farms in Chile, $1.8 million of impairment |
| 2024 Proxy Statement | Appendix A | A-1 |
APPENDIX A
charges due to low productivity grape vines in South America, $1.3 million of expenses, net of insurance reimbursements, incurred in connection with a cybersecurity incident which occurred during early 2023 and $1.1 million of impairment charges related to idle land in South America. The cybersecurity incident temporarily impacted certain of the Company’s operational and information technology systems and resulted in incremental costs primarily related to the engagement of specialized legal counsel and other incident response advisors. The Company’s critical operational data and business systems were promptly recovered and accordingly, the incident did not have a material impact on the Company’s financial results for the year ended December 29, 2023. Asset impairment and other charges (credits), net for the year ended December 30, 2022, primarily a $(9.9) million adjustment to the Company’s environmental liability related to the Kunia Well Site partially offset a $2.7 million impairment of banana-related fixed assets in the Philippines due to flooding as a result of heavy rainfall and severance expenses in connection with the departure of the Company’s former President and Chief Operating Officer.
| (3) | Gain on disposal of property, plant and equipment, net for the quarter year December 29, 2023, mainly related a $20.5 million gain on the sale of two distribution centers and related assets in Saudi Arabia, a $7.0 million gain on the sale of an idle facility in North America, a $4.5 million gain on the sale of an two carrier vessels, a $3.8 million gain on the sale of the Company’s plastics business subsidiary in South America and gains on the sales of land assets in South and Central America. For the year ended December 30, 2022, gain on disposal of property, plant and equipment, net mainly included a $1.4 million gain on the sale of vacant land in Mexico. |
| (4) | Other adjustments for the quarters and years ended December 29, 2023 and December 30, 2022, primarily related to portions of the gain on disposal of property, plant, and equipment, net which were attributable to a minority interest partner, reflected in net (loss) income attributable to redeemable and noncontrolling interests. |
| (5) | Tax effects are calculated in accordance with ASC 740, Income Taxes, using the same methodology as the GAAP provision of income taxes. Income tax effects of non-GAAP adjustments are calculated based on the applicable statutory tax rate for each jurisdiction in which such adjustments were incurred, except for those items which are non-taxable for which the tax provision was calculated at 0%. Certain non-GAAP adjustments were subject to valuation allowances and therefore were calculated at 0%. |
| A-2 | Appendix A | 2024 Proxy Statement |
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www.freshdelmonte.com
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DESIGNATION (IF ANY) ADD 1
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Proposals — The Board of Directors recommends a vote FOR the election of all the nominees to the Board of Directors and
FOR Proposals 2 and 3.
- Elect three director nominees for a three-year term expiring at the 2027 Annual General Meeting of Shareholders: + For Against Abstain For Against Abstain For Against Abstain
01—Mohammad Abu-Ghazaleh 02—Ahmad Abu-Ghazaleh 03—Dr. Ajai Puri
For Against Abstain For Against Abstain
- Ratify the appointment of Ernst & Young LLP as our 3. Approve, bynon-binding advisory vote, the compensation of independent registered public accounting firm for the 2024 our named executive officers in 2023. fiscal year.
Note: Such other business as may properly come before the meeting or any adjournment or postponement thereof.
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Fresh Del Monte Produce Inc. 2024 Annual General Meeting of Shareholders
Thursday, June 6, 2024 11:00 a.m., Eastern Time,
virtually via the internet at meetnow.global/MVNAJUX
To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.
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Fresh Del Monte Produce Inc. + Notice of 2024 Annual General Meeting of Shareholders
Proxy Solicited by Board of Directors for Annual General Meeting of Shareholders — June 6, 2024
Mohammad Abu-Ghazaleh and Effie Silva (the “Proxy Holders”), or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present at the Annual General Meeting of Fresh Del Monte Produce Inc. to be held virtually via the internet at meetnow.global/MVNAJUX on June 6, 2024 at 11:00 a.m., Eastern Time or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxy Holders will have authority to vote FOR the election of all the nominees to the Board of Directors and FOR Proposals 2 and 3.
In their discretion, the Proxy Holders are authorized to vote upon such other business as may properly come before the meeting.
(Items to be voted appear on reverse side)
Non-Voting Items
Change of Address — Please print new address below. Comments — Please print your comments below.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.