Fair Value Measurements

9 Months Ended

Sep. 26, 2025

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Fair Value of Derivative Instruments

Our derivative assets or liabilities include foreign exchange that are measured at fair value using observable market inputs such as forward rates, interest rates, and our own credit risk as well as an evaluation of our counterparties' credit risks. We use an income approach to value our outstanding foreign currency and interest rate hedges, which consists of a discounted cash flow model that takes into account the present value of future cash flows under the terms of the contract using current market information as of the measurement date such as foreign currency spot rates, forward rates and interest rates. Additionally, we include an element of default risk based on observable inputs into the fair value calculation. Based on these inputs, the derivative assets or liabilities are classified within Level 2 of the valuation hierarchy.

The following table provides a summary of the fair values of our derivative financial instruments measured on a recurring basis (U.S. dollars in millions): 

	Foreign currency forward contracts, net (liability) asset
	September 26, 2025		December 27, 2024
Quoted prices in active markets for identical assets (Level 1)	$	—	$	—
Significant observable inputs (Level 2)	(1.6)		0.3
Significant unobservable inputs (Level 3)	—		—

In estimating our fair value disclosures for financial instruments, we use the following methods and assumptions:

Cash and cash equivalents: The carrying amount reported in the Consolidated Balance Sheets for these items approximates fair value due to their liquid nature and are classified as Level 1.

Trade accounts receivable and other accounts receivable, net: The carrying value reported in the Consolidated Balance Sheets for these items is net of allowances, which includes a degree of counterparty non-performance risk and are classified as Level 2.

Accounts payable and other current liabilities: The carrying value reported in the Consolidated Balance Sheets for these items approximates their fair value, which is the likely amount for which the liability with short settlement periods would be transferred to a market participant with a similar credit standing as ours and are classified as Level 2.

Long-term debt: The carrying value of our long-term debt reported in the Consolidated Balance Sheets approximates their fair value since they bear interest at variable rates which contain an element of default risk. The fair value of our long-term debt is estimated using Level 2 inputs based on quoted prices for those or similar instruments. Refer to Note 9, “Debt and Finance Lease Obligations.”

Planned Divestiture of Mann Packing

During the third quarter of 2025, we entered into a non-binding Letter of Intent ("LOI") pursuant to which we intended to sell the Mann Packing business, a wholly-owned subsidiary of the Company included in our fresh and value-added products segment, including substantially all of the operational assets. Subsequently, on October 15, 2025, we entered into an Asset Purchase Agreement (the "Mann Divestiture Agreement"), by and among Mann Packing and the Company (collectively, the "Sellers") and CBRT Processing, LLC and True Leaf Holdings, LLC (collectively, the "Buyer") pursuant to which the Buyer agreed to acquire the Mann Packing business and substantially all its operational assets, including, among other things, machinery and equipment, finished goods, raw materials, packaging supplies, growing crop inventory, and customer lists (collectively, the "Mann Packing Assets") for $19.0 million plus the value of 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. In addition, we agreed to lease to the Buyer the Company's Gonzales, California production facility under a five-year lease agreement ("the Gonzales Lease"). The Gonzales Lease provides the buyer an option to renew the lease for an additional five-year term as well as a purchase option which can be exercised annually as described in the lease agreement. The transaction, which is subject to customary closing conditions, is expected to close during the fourth quarter of 2025.

Given the prospective sale, we determined the Mann Packing Assets met the criteria to be classified as held for sale in our Consolidated Balance Sheets as of September 26, 2025. In accordance with ASC 805 - Business Combinations, the Mann Packing Assets constitute a business and, as a result, $7.2 million of goodwill from our fresh-cut products reporting unit was allocated to the carrying value of the disposal group as determined on a relative fair value basis. As a result of the allocation, we were required to evaluate the retained fresh-cut reporting unit for impairment and determined that the fair value of the reporting unit was in excess of its carrying amount.

Assets held for sale are measured at the lower of their carrying value or estimated fair value less costs to sell. As a result of our measurement, we recognized an estimated pre-tax loss of $15.7 million which is included in Asset impairment and other charges, net in the Consolidated Statements of Income for the quarter and nine months ended September 26, 2025. The estimated loss primarily represents asset write-downs, including the goodwill impairment of $7.2 million, based on the excess of the disposal group's carrying value over its fair value less costs to sell.

We have determined that this disposal does not meet the criteria for classification as a discontinued operation under ASC 205-20, as it does not represent a strategic shift that has or will have a major effect on our operations and/or financial results, however, does represent the disposal of an individually significant component of the Company. (Loss) income before income taxes for this individually significant component was $(29.5) million and $(46.7) million for the quarter and nine months ended September 26, 2025, inclusive of $15.7 million of charges included in Asset impairment and other charges, net in both periods as described above. For the quarter and nine months ended September 27, 2024, (loss) income before taxes for this individually significant component was $(7.1) million and $(23.5) million.

Fair Value of Non-Financial Assets

The fair value of the banana reporting unit's goodwill and the prepared food reporting unit's goodwill and remaining trade names and trademarks are sensitive to differences between estimated and actual cash flows and changes in the related discount rate used to evaluate the fair value of these assets. We disclosed the sensitivity related to the banana reporting unit's goodwill and the prepared food reporting unit's goodwill and remaining trade names and trademarks in our notes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 27, 2024. Our current estimates of future cash flows depend on our ability to demonstrate successful implementation of our strategies to improve sales and profitability from these activities over the upcoming quarters. If we are unable to demonstrate successful implementation of these strategies, it could lead to impairment of some or all of these assets. To the extent that future developments result in cash flows that are less than currently estimated levels, including as a result of an inability to successfully implement our strategies to improve sales and profitability of the related activities, it could lead to impairment of these assets.

Additionally, we previously disclosed certain definite-lived assets in the Philippines related to our banana segment are sensitive to changes in estimated cash flows. During the quarter ended September 26, 2025, we abandoned two operations in the Philippines as a result of low profitability and reduced production, including the impact of crop disease where these definite-lived assets were used. As a result, we incurred charges of $35.7 million related to the write-off of property, plant and equipment and right-of-use lease assets which are included in Asset impairment and other charges, net in the Consolidated Statements of Income.

Assets held for sale, which had a carrying amount of $28.0 million as of September 26, 2025, primarily consisted of $14.5 million related to the Mann Packing Assets, $7.3 million related to idle farmland in Italy, $4.0 million related to three carrier vessels, $2.0 million related to facilities and farmland in Central America, and $0.2 million related to an office and facilities in Chile. These assets are recognized at the lower of cost or fair value less cost to sell.

During the nine months ended September 26, 2025, we received proceeds of $9.5 million from the sale of assets previously held for sale. As a result, we recorded a gain on disposal of property, plant and equipment, net of $5.0 million for the quarter ended September 26, 2025 and $5.9 million for the nine months ended September 26, 2025 related to assets previously held for sale.