DMC

MKT CAP $1.4BP/E 42.2DIV YIELD 4.07%FCF YIELD 7.01%REV TTM $4.3B −0.2%NET INCOME $34M −77.4%NET DEBT $688.9M52W 26.90 – 43.02SEC XBRL · TTM TO Invalid Date

How DMC rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

42%

of sentences unchanged

Added

459

new sentences

Dropped

385

sentences removed

Length

+3,131

words, now 45,224

New in FY2025

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 (which includes grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries and kiwis), other fruit and vegetables, avocados, and prepared foods (which includes prepared fruit and vegetables, juices, other beverages, and meals and snacks). • Banana • Other products and services - includes our third-party freight and logistic services business, our Jordanian poultry and meats business and our specialty ingredients business (previously referred to as our biomass initiatives).
Fiscal year 2025 had 52 weeks and ended on December 26, 2025.
Based on the stabilization of inflation in certain key markets during the latter part of 2023, we have not established further inflation-justified price increases and surcharges during 2024 and 2025.
Throughout 2025, the U.S. government has 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 currently exempt imports that are compliant with the United States-Mexico-Canada ("USMCA") trading agreement, which includes a wide range of fresh fruit and vegetables.
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 Mexico, which makes up approximately 11% of our North American net sales.
Tariffs implemented during 2025 have and may continue to significantly increase our cost of products sold.
During the year ended December 26, 2025, we incurred additional costs related to tariff charges placed on products sold into the United States which we were able to mostly mitigate through increased selling prices to our North American customers implemented during the second quarter of 2025.
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 significantly impact consumer demand, we expect the impact to our gross profit in future periods to be material.
The actual impact of the announced 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, and other variables.
Additionally, we continue to actively monitor geopolitical pressures around the world including, among others, the conflicts in the Middle East and other regional or global military conflicts.
Recent Developments Acquisition of Select Assets of Del Monte Foods Corporation II Inc. and Affiliates On February 6, 2026, the U.S.
Bankruptcy Court for the District of New Jersey (the “Court”) entered a sale order and approved the Asset Purchase Agreement (the “APA”) by and among us acting in our capacity as the Buyer thereunder with Del Monte Foods Holdings Limited and certain of its affiliates (collectively “Del Monte Foods”, acting in their capacity as the Seller thereunder) for approximately $285 million plus assumption of certain liabilities.
The Court selected us as the successful bidder, following a competitive bankruptcy auction process under Section 363 of the U.S.
Under the APA, we will acquire 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 ® , Take Root Organics ® trademarks, (ii) the bubble tea business operated under the Joyba ® trademarks, (iii) four US facilities, two facilities in Mexico, and one facility in Venezuela and (iv) global ownership of the Del Monte ® brand, which is subject to existing licensing arrangements across different regions and categories (the “Acquisition”).
The APA also provides for the assumption of material customer and supplier contracts as well as inventory at closing to help support uninterrupted service to the existing customer base.
We expect to finance the Acquisition through a combination of cash on hand and availability under our existing revolving credit facility.
The Acquisition, which we expect to close during the first quarter of 2026, remains subject to regulatory clearances, including under the Hart-Scott-Rodino Act, and other customary closing conditions.
The Acquisition brings the Del Monte ® brand under a single owner for the first time in nearly four decades, allowing our business to align fresh and shelf-stable foods under one integrated strategy while leveraging our distribution network and infrastructure within North America.
Divestiture of Mann Packing Consistent with our strategy to enhance long-term productivity by concentrating on higher-return businesses, on October 15, 2025, we entered into an Asset Purchase Agreement with CBRT Processing, LLC, a wholly-owned subsidiary of True Leaf Holdings, LLC (collectively, the "Buyer") to sell the Mann Packing business, including substantially all of the operational assets of Mann Packing, in exchange for $19.0 million plus a variable amount based on inventory at closing of the transaction.
The $19.0 million purchase price is payable as follows: (i) $5.0 million payable in sixty (60) monthly installments commencing on the closing date of the transaction, and (ii) $14.0 million payable in a single installment on the fifth anniversary of the closing date of the transaction.
Payment for inventory is payable no later than ninety (90) days after the closing date of the transaction, with the exception of payments for growing crop inventory which are payable no later than thirty (30) days following the end of the month in which the crop is harvested and delivered to the Buyer.
The transaction closed on December 15, 2025.
Additionally, in conjunction with the Asset Purchase Agreement, we entered into a five-year lease agreement with the Buyer to lease our Gonzales, California production facility beginning on the closing date of the transaction.
The lease agreement provides the Buyer the option to extend the initial lease-term for an additional five-year period, as well as an option to purchase the Gonzales facility which can be exercised annually as described in the lease agreement.
The transaction resulted in a pre-tax loss of $17.9 million.
The amount, which primarily represented write-downs performed during the third quarter of 2025 based on the excess of the disposal group's carrying value over its fair value less costs to sell, included an impairment of goodwill allocated to the disposal group of $ 7.2 million.
We recognized proceeds from the transaction of $31.3 million, net of a present value discount of $4.3 million, all of which was outstanding and receivable as of December 26, 2025.
Including the effect of our foreign currency hedges, net sales in 2025 were positively impacted by $14.7 million primarily due to fluctuations in exchange rates versus the Euro and British pound, partially offset by fluctuations in exchange rates versus the Korean won.
Refer to the “ Current Macroeconomic Environment and Inflation Impact " section above for further discussion regarding the impact of inflationary cost pressures on our fiscal years 2024 and 2025 financial results.
During 2025, cost of products sold was negatively impacted by approximately $4.9 million, primarily driven by fluctuations in exchange rates versus the Costa Rican Colon and Euro, partially offset by fluctuations in exchange rates versus the Mexican peso.
Income Taxes The provision for income taxes in 2025 was $37.4 million.
In connection with the examination of the tax returns in three foreign jurisdictions, the taxing authorities have issued income tax deficiencies primarily related to transfer pricing aggregating approximately $ 260.6 million (including interest and penalties) for tax years 2012 through 2021.
Accordingly, during the year ended December 26, 2025, we accrued $ 2.9 million based on our current evaluation of the proposed adjustments.
To date, we have determined that there is a global minimum tax liability of $2.8 million as a result of Pillar Two, as certain jurisdictions have satisfied the safe harbor test to mitigate any minimum tax under Pillar Two.
We continue to monitor its jurisdictions for any legislative changes.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the United States.
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.

and 419 more.

Gone since FY2024

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 (which includes grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries and kiwis), other fruit and vegetables, avocados, and prepared foods (which includes prepared fruit and vegetables, juices, other beverages, and meals and snacks). • Banana • Other products and services - includes our third-party freight and logistic services business, our Jordanian poultry and meats business and our biomass initiatives.
Fiscal year 2022 had 52 weeks and ended on December 30, 2022.
Specifically, costs of packaging materials, fertilizers, labor, fuel, and ocean and inland freight were significantly impacted, and continued to adversely affect our profitability and operating cash flows during 2022 and to a lesser extent during 2023 and 2024.
We continue to actively monitor geopolitical pressures around the world including, among others, the conflicts in the Middle East and other regional or global military conflicts.
Based on the stabilization of inflation in certain key markets during the latter part of 2023, we have not established further inflation-justified price increases and surcharges in 2024.
Additionally, President Trump has issued or threatened to issue multiple executive orders directing the United States to impose new tariffs on imports from multiple nations, including jurisdictions we sell into and from which we purchase or source.
As a result of the issued and threatened executive orders, we are currently evaluating the potential impact of the announced and threatened tariffs to our business.
The actual impact of the new tariffs on our business is subject to a number of factors including the effective date and duration of such tariffs, additional countries included in the scope of tariffs in the future, changes to amounts, potential retaliatory tariffs imposed by other countries, and other variables.
If the tariffs are imposed and we are unable to increase our selling prices to our customers, we expect that the estimated decrease in our gross profit in 2025 could be material.
Strategic Alternatives for Mann Packing Operation During the second half of 2023, we conducted a strategic review and assessed our operational priorities of our North America operations, including our subsidiary, Mann Packing.
Preliminary findings of this review were finalized in the fourth quarter of 2023.
We announced in conjunction with our fourth quarter of 2023 earnings that we were exploring strategic alternatives for the business.
After thorough evaluation of potential options, during the second half of 2024, the Company finalized a number of decisions as part of a three-pronged strategy focused on increasing operational efficiency, elevating its product offerings, and divesting non-core assets, which included the sale of certain assets of our Fresh Leaf Farms business, a wholly-owned subsidiary of Mann Packing.
The sale of Fresh Leaf Farms was completed in November 2024 resulting in proceeds of $17.6 million, net of $0.8 million of transaction costs.
Additionally, during the fourth quarter of 2024, we completed the consolidation of a number of Mann Packing operations into a single facility at our Gonzales, California location.
We believe these actions will allow us to streamline operations, reduce overhead costs, and enhance efficiency.
The impact of seasonality on our financial results was atypical during fiscal year 2022, particularly in our banana segment, where market conditions led to a more significant portion of our gross profit being generated in the second half of the year when compared with historical results and the results of our fiscal years 2023 and 2024.
Including the effect of our foreign currency hedges, net sales in 2024 were negatively impacted by $19.0 million primarily due to fluctuations in exchange rates versus the Japanese yen and Korean won.
Refer to the “ Current Macroeconomic Environment and Inflation Impact " section above for further discussion regarding the impact of inflationary cost pressures on our fiscal years 2023 and 2024 financial results.
During 2024, cost of products sold was negatively impacted by approximately $8 million, primarily driven by fluctuations in exchange rates versus the Costa Rican colon.
Income Taxes The provision for income taxes in 2024 was $29.1 million.
In connection with the examination of the tax returns in three foreign jurisdictions, the taxing authorities have issued income tax deficiencies primarily related to transfer pricing aggregating approximately $ 231.9 million (including interest and penalties) for tax years 2012 through 2021.
Accordingly, we have not accrued any additional amounts based upon the proposed adjustments.
We are continuing to evaluate the potential impact on future periods of the Pillar Two Framework, pending legislative adoption by additional individual countries, however, we may not be able to completely mitigate the impact of the legislation which could have an adverse material effect on our financial condition, results of operations and cash flows.
RESULTS OF OPERATIONS Consolidated Financial Results For the Year Ended December 27, 2024, Compared to the Year Ended December 29, 2023 The following summarizes the more significant factors impacting our operating results for the fiscal year ended December 27, 2024 as compared with the fiscal years ended December 29, 2023 and December 30, 2022.
Year ended December 27, 2024 December 29, 2023 December 30, 2022 Net sales $ 4,280.2 $ 4,320.7 $ 4,442.3 Gross profit 357.9 350.7 340.2 Selling, general and administrative expenses 196.9 186.7 186.8 Operating income 196.3 58.5 156.3 Net sales - Net sales for 2024 were $4,280.2 million compared with $4,320.7 million in 2023.
Net sales were primarily impacted by lower sales volumes and per unit selling prices of banana and the negative impact of exchange rate fluctuations, primarily versus the Japanese yen and Korean won compared with the prior-year period.
These were partially offset by higher per unit selling prices and sales volume in our fresh and value-added products segment, primarily related to avocado and pineapple.
Gross profit - Gross profit for 2024 increased by 2% to $357.9 million from $350.7 million in 2023.
The increase in gross profit was driven by higher net sales in our fresh and value-added products segment and lower ocean freight costs, partially offset by lower net sales in our banana segment, higher per unit production and procurement costs, and the negative impact of fluctuations in exchange rates, primarily related to the Costa Rican colon and Japanese yen.
Gross profit for 2024 included $1.0 million of other product-related charges primarily related to $1.2 million of severance charges from the outsourcing of certain functions of our fresh and value-added operations, $1.0 million of additional logistic costs and inventory write-offs incurred as a result of Hurricane Beryl during July 2024, partially offset by $1.7 million related to insurance recoveries associated with the flooding of a production facility in Greece during 2023.
Gross profit for 2023 included $3.8 million of other product-related charges primarily related to $1.5 million of inventory write-off due to the sale of two distribution centers in Saudi Arabia and $1.4 million of inventory write-off and clean-up cost, net of insurance recoveries, tied to the flooding in Greece.
Selling, general and administrative expenses - Selling, general and administrative expenses increased by $10.2 million when compared with the prior-year period.
The increase was primarily due to higher employee benefits, marketing and promotional activities in North America and Europe and administrative costs associated with the creation of our biomass initiatives during 2024, partially offset by a reduction in amortization due to the impairment of customer relationships and trade name intangible assets during the fourth quarter of 2023.
Gain on disposal of property, plant and equipment, net and subsidiary - The gain on disposal of property, plant and equipment, net and subsidiary of $39.5 million during 2024 primarily related to the sale of two idle facilities and a warehouse in Chile, a Canadian distribution center and certain assets of Fresh Leaf Farms, a North American subsidiary in our fresh and value-added products segment.
The gain on disposal of property, plant and equipment, net and subsidiary of $37.9 million during 2023 primarily related to the sales of two distribution centers and related assets in Saudi Arabia, an idle facility in North America, our plastics business subsidiary in South America, and two carrier vessels.
Asset impairment and other charges (credits), net - Asset impairment and other charges (credits), net of $4.2 million in 2024 primarily consisted of (1) a $1.8 million settlement agreement with respect to a litigation matter by a former employee, net of insurance reimbursements, (2) $1.5 million of impairment charges of damaged buildings located at farms in Costa Rica, (3) $1.4 million of impairment charges related to goodwill in our vegetable reporting unit, and (4) a $0.5 million reserve recorded due to a potential liability arising from our third-party logistics operations, partially offset by a $2.0 million insurance reimbursement related to fire damages at a warehouse in Chile.
Asset impairment and other charges, net of $143.4 million in 2023 primarily consisted of (1) $109.6 million impairment charges related to customer list and trade name intangible assets and building, land, and land improvements assets in North America related to our fresh and value-added products segment (2) a $21.6 million impairment charge related to goodwill in our prepared foods reporting unit, (3) a $3.7 million impairment charge related to low-yielding banana farms in the Philippines, (4) a $4.4 million impairment charge related to low-yielding deciduous farms in Chile, and (5) $1.3 million of expenses, net of insurance reimbursements, incurred in connection with a cybersecurity incident.
Operating income - Operating income increased by $137.8 million in 2024 when compared with 2023, mainly due to lower asset impairment charges and higher gross profit, partially offset by higher selling, general and administrative expenses.
Interest expense - Interest expense decreased by $5.7 million in 2024 when compared with 2023, primarily due to lower average debt balances.

and 345 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

Watch DMC. Know when insiders buy.

One email the day a filing lands. Free.