Dole plc 6-K, filed Dec 3, 2021
Dole plc (DOLE)
About this 6-K
Dole plc filed this 6-K on December 3, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2021
Commission File Number 001-40695
Dole plc
(Exact name of registrant as specified in its charter)
Dole plc
29 North Anne Street
Dublin 7
Ireland
D07 PH36
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
☒ Form 20-F ☐ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
On December 3, 2021, Dole plc issued a press release titled: “Dole plc Reports Third Quarter 2021 Financial Results.” A copy of this press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
The information furnished in this Report on Form 6-K, including the exhibits related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Dole plc Press Release issued December 3, 2021 – Dole plc Reports Third Quarter 2021 Financial Results | |
DOLE PLC
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: December 2, 2021 |
DOLE PLC (Registrant) | |||||
| By: | /s/ Rory Byrne | |||||
| Name: Rory Byrne | ||||||
| Title: Chief Executive Officer | ||||||
Exhibit 99.1
Dole plc Reports Third Quarter 2021 Financial Results
DUBLIN – December 3, 2021 - Dole plc (NYSE: DOLE) has today released its financial results for the third quarter ended September 30, 2021.
Highlights for the three and nine months of 2021 include:
| • | Merger of Total Produce plc (“TP”) and Dole Food Company (“DFC”) to form Dole plc |
| • | IPO of Dole plc on July 30, 2021, raising net proceeds of $398.9 million |
| • | Completed $1.4 billion debt refinancing |
| • | Strong results delivered within a complex economic environment |
| • | Diversified business model and wide geographic footprint provide resilience |
| • | Net Debt / Pro-Forma LTM Adjusted EBITDA 2.76x |
| • | Dividend of $0.08 per share declared for the quarter |
| • | Full year Pro-Forma Revenue target $9.2 billion - $9.4 billion |
| • | Full year Pro-Forma Adjusted EBITDA target $390 million - $400 million |
| Q3’21 | Q3’20 | YTD’21 | YTD’20 | YTD Variance |
||||||||||||||||
| Pro-Forma Revenue - $’m (1), (2) |
2,317 | 2,310 | 7,075 | 6,768 | +4.5 | % | ||||||||||||||
| Pro-Forma Adjusted EBITDA - $’m (1), (2) |
59.7 | 92.4 | 337.7 | 299.9 | +12.6 | % | ||||||||||||||
| Pro-Forma Adjusted Net Income - $’m (1), (2) |
3.7 | 30.9 | 131.6 | 107.5 | +22.5 | % | ||||||||||||||
| Pro-Forma Adjusted fully diluted EPS - $ (1), (2) |
$ | 0.04 | $ | 0.32 | $ | 1.39 | $ | 1.13 | +22.5 | % | ||||||||||
Note 1: This press release contains pro-forma financial information. The unaudited pro-forma consolidated financial statements for Dole plc illustrate the effects of the acquisition of DFC by TP and the effects of the IPO and refinancing as if they had occurred on January 1, 2020. This is comparable to the Pro-Forma financial statements presented in the Form F-1 filed with the SEC at the time of the IPO.
The financial statements filed today with the SEC, and which are available on our website (https://www.doleplc.com/investors), contain the results of TP for the first 7 months to July 29, 2021 (including equity earnings from TP’s 45% shareholding in DFC) plus the combined results of TP and DFC from July 29, 2021 to September 30, 2021. Comparative period results to September 30, 2020 are comprised of the nine-month results of TP including equity earnings from TP’s 45% shareholding in DFC.
Note 2: Dole plc reports its financial results in accordance with U.S. Generally Accepted Accounting Principles (GAAP). Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share are non-GAAP financial measures. Refer to the end of this release for an explanation and reconciliation of these and other non-GAAP financial measures used in this release to comparable GAAP measures.
Commenting on the results, Carl McCann, Executive Chairman said:
“Dole plc has delivered a strong performance for the first nine months of 2021 in the context of inflationary pressures across our North American and European markets during the third quarter. With industry wide supply chain congestion and labor shortages, our diversified business model has proven itself to be responsive and resilient. We are very pleased with the response of our divisions and people in the face of these challenges and are confident in our ability to meet our full year outlook.”
Pro-Forma Revenue for the third quarter increased 0.3% to $2.3 billion. The increase was driven by growth in the Fresh Vegetables and Diversified Fresh Produce – Americas & ROW divisions, offset by decreases in Fresh Fruit and Diversified Fresh Produce – EMEA.
5
Pro-Forma Revenue increased 4.5% to $7.1 billion for the first nine months of 2021. The increase in year-to-date Pro-Forma Revenue was driven by growth in the Diversified Fresh Produce – Americas & ROW, Diversified Fresh Produce – EMEA and the Fresh Vegetables divisions.
Pro-Forma Adjusted EBITDA for the third quarter decreased 35.4% to $59.7 million compared to the prior year period. The decrease was predominantly driven by EBITDA decreases in Fresh Vegetables due to weak markets in our Fresh Packed Vegetables business and inflationary headwinds in Value Added Salads, as well as EBITDA decreases in the Fresh Fruit division due to ongoing supply chain impacts following last year’s hurricanes, and inflationary pressure which contributed to higher costs of production during the quarter.
Pro-Forma Adjusted EBITDA for the first nine months of 2021 increased 12.6% to $337.7 million. The increase has been driven by EBITDA increases in the Fresh Fruit division following a strong first half of the year, and from the Diversified Fresh Produce – EMEA division. This was partially offset by EBITDA decreases in the Fresh Vegetables division due primarily to weakness in our Fresh Packed Vegetables business from an oversupplied market as well as inflationary pressures in Value Added Salads, and in Diversified Fresh Produce – Americas & ROW, due to the impact of adverse weather events in Chile at the outset of the year and against a strong comparator.
Pro-Forma Adjusted Net Income for the third quarter decreased 88.1% to $3.7 million, driven by the reduction in Pro-Forma Adjusted EBITDA.
Pro-Forma Adjusted Net Income for the first nine months of 2021 increased 22.5% to $131.6 million, driven by the increase in Pro-Forma Adjusted EBITDA, offset by an increase in depreciation charges and increase in earnings attributable to non-controlling shareholders.
Selected Pro-Forma Quarterly Segmental Financial Information
| Segmental Information |
||||||||||||||||||||||||
| 2021 |
||||||||||||||||||||||||
| Q1 | Q2 | Q3 | YTD Q3 | |||||||||||||||||||||
| Revenue | $‘000 | $‘000 | $‘000 | $‘000 | ||||||||||||||||||||
| Fresh Fruit |
755,270 | 784,772 | 676,843 | 2,216,885 | ||||||||||||||||||||
| Fresh Vegetables |
327,692 | 332,273 | 323,779 | 983,744 | ||||||||||||||||||||
| Diversified Fresh Produce—Americas & ROW |
419,985 | 425,373 | 456,164 | 1,301,522 | ||||||||||||||||||||
| Diversified Fresh Produce—EMEA |
795,650 | 953,932 | 879,422 | 2,629,004 | ||||||||||||||||||||
| Intersegment |
(18,750 | ) | (18,750 | ) | (18,750 | ) | (56,250 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
2,279,847 | 2,477,600 | 2,317,458 | 7,074,905 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Adjusted EBITDA |
||||||||||||||||||||||||
| Fresh Fruit |
92,546 | 86,685 | 17,891 | 197,122 | ||||||||||||||||||||
| Fresh Vegetables |
4,679 | (1,408 | ) | 1,057 | 4,328 | |||||||||||||||||||
| Diversified Fresh Produce—Americas & ROW |
10,421 | 18,444 | 4,588 | 33,453 | ||||||||||||||||||||
| Diversified Fresh Produce—EMEA |
25,298 | 41,354 | 36,191 | 102,843 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
132,944 | 145,075 | 59,727 | 337,746 | ||||||||||||||||||||
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|
|
|
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| 2020 |
||||||||||||||||||||||||
| Q1 | Q2 | Q3 | YTD Q3 | Q4 | FY | |||||||||||||||||||
| Revenue | $‘000 | $‘000 | $‘000 | $‘000 | $‘000 | $‘000 | ||||||||||||||||||
| Fresh Fruit |
763,646 | 712,712 | 682,194 | 2,158,552 | 636,987 | 2,795,539 | ||||||||||||||||||
| Fresh Vegetables |
308,692 | 313,996 | 320,543 | 943,231 | 324,375 | 1,267,606 | ||||||||||||||||||
| Diversified Fresh Produce—Americas & ROW |
381,999 | 416,993 | 438,283 | 1,237,275 | 475,995 | 1,713,270 | ||||||||||||||||||
| Diversified Fresh Produce—EMEA |
742,871 | 852,110 | 886,443 | 2,481,424 | 781,524 | 3,262,948 | ||||||||||||||||||
| Intersegment |
(17,490 | ) | (17,489 | ) | (17,490 | ) | (52,469 | ) | (17,489 | ) | (69,958 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
2,179,718 | 2,278,322 | 2,309,973 | 6,768,013 | 2,201,392 | 8,969,405 | ||||||||||||||||||
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|
|
|
|
|
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|
|
|||||||||||||
| Adjusted EBITDA |
||||||||||||||||||||||||
| Fresh Fruit |
61,511 | 55,509 | 38,199 | 155,219 | 17,491 | 172,710 | ||||||||||||||||||
| Fresh Vegetables |
8,516 | 8,431 | 11,496 | 28,443 | 11,100 | 39,543 | ||||||||||||||||||
| Diversified Fresh Produce—Americas & ROW |
12,953 | 16,811 | 9,631 | 39,395 | 14,424 | 53,819 | ||||||||||||||||||
| Diversified Fresh Produce—EMEA |
14,666 | 29,134 | 33,084 | 76,884 | 28,825 | 105,709 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
97,646 | 109,885 | 92,410 | 299,941 | 71,840 | 371,781 | ||||||||||||||||||
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6
Fresh Fruit
Pro-Forma Revenue for the third quarter was down 0.8% due to lower volumes of Bananas in North America and lower Banana pricing in Europe, as well as lower pricing for Pineapples in North America. This was offset in part by higher pricing in North America for Bananas, volume growth in Pineapples in North America and in Europe, as well as growth in commercial cargo revenues due to higher freight rates.
Pro-forma Revenue for the first nine months of 2021 increased 2.7% due to higher Banana pricing in North America and higher Pineapple pricing across all markets as well as growth in commercial cargo, partially offset by lower Banana volumes in all markets.
Pro-Forma Adjusted EBITDA for the third quarter was down 53.2% compared to the prior year due to lower revenue and higher transportation costs in North America and higher produce costs driven by input materials increases, as well cost pressures from the supply chain impact caused by hurricanes Iota and Eta in Honduras and Guatemala in November 2020. These cost increases were partially offset by strong performance in commercial cargo, as well as by the benefit of currency hedges.
Pro-Forma Adjusted EBITDA for the first nine months of 2021 increased 27.0% largely due to higher revenue driven by higher pricing in the North American Banana market and due to strong performance from commercial cargo, offset by cost pressures from the supply chain impact caused by hurricanes Iota and Eta in Honduras and Guatemala in November 2020 and inflationary headwinds.
Fresh Vegetables
Pro-Forma Revenue for the third quarter increased 1.0% primarily due to higher pricing in the Value-Added Salads business, offset by lower volumes in this business. Production was impacted by labor availability challenges in the quarter. In addition, lower volume and lower pricing in the Fresh Packed Vegetables business led to a decrease in Revenue.
Pro-Forma Revenue for the first nine months of 2021 increased 4.3% due to higher volumes and pricing in the Value-Added Salads business, driven by strong market demand and a better mix of products sold. This was partially offset by revenue declines in the Fresh Packed Vegetables business caused by oversupply within this category impacting pricing.
Pro-forma Adjusted EBITDA for the third quarter decreased by 90.8% primarily due to the significant impact of inflation in inland transportation as well as in packaging and labor and the persistently weak Fresh Packed Vegetables market. Price increases have been implemented with all Valued Added Salads customers to help address the inflationary challenges. Within Fresh Packed Vegetables, plantings have been decreased for 2022 to reduce market exposure.
Pro-Forma Adjusted EBITDA for the first nine months decreased 84.8% primarily due to the inflationary impact on input costs and some specific once off production issues in the Value-Added Salads business.
Diversified Fresh Produce – Americas & ROW
Pro-Forma Revenue for the third quarter increased 4.0% due to a strong performance in the Berry category and growth in other categories such as Apples and Kiwis, offset partially by some port related challenges in the North American export businesses.
Pro-Forma Revenue for the first nine months increased 5.2% due to higher revenue from Berries, and more incrementally by growth in the Chilean export fruit business.
Pro-Forma Adjusted EBITDA for the third quarter decreased 52.4%, driven by the continuing impact of adverse weather which affected the Chilean grape growing season in the first part of the year, offset by good growth in the Berries category.
Pro-Forma Adjusted EBITDA for the first nine months was down 15.1%, with the decrease largely driven by the adverse weather events that impacted the Chilean grape season. This was offset in part by Pro-Forma Adjusted EBITDA improvement from the Berry category as well other categories such as Asparagus and Chilean Top Fruit and Stone Fruit.
Diversified Fresh Produce – EMEA
Pro-forma Revenue for the third quarter decreased 0.8% due to the divestment of a business in Q3 partially offset by the incremental contributions from step up acquisitions and the favorable impact of currency translation.
7
Pro-Forma Revenue for the first nine months is up 5.9% due to positive currency movements, a strong performance across retail, wholesale, and food service channels and the contribution from step up acquisitions in the period. This was partially offset by the incremental impact of divestments in Q3.
Pro-Forma Adjusted EBITDA for the third quarter was up 9.4% due to a good recovery in the Dutch business following a reorganization, as well as strong performance across other European markets and the favorable impact of currency translation.
Pro-forma Adjusted EBITDA for the first nine months is 33.8% ahead, driven by the recovery in the Dutch business and good performance in Ireland and the UK helped by the reopening of food service channels. The Brazilian export business also performed strongly. The results also benefited from the favorable impact of currency translation.
Net debt
Net Debt is the primary measure used by management to analyze the Company’s capital structure and financial leverage. Net debt is a non-GAAP financial measure, calculated as cash and cash equivalents, less current and long-term debt. It also excludes debt discounts and debt issuance costs. The calculation of Net Debt and financial leverage as of September 30, 2021 is presented below. Net debt at September 30, 2021 was $1.1 billion. Net Debt for the last 12 months Pro-Forma Adjusted EBITDA was 2.76x.
| 30-Sep-21 $‘000 |
||||
| Cash and cash equivalents |
(234,214 | |||
| Bank overdrafts |
27,579 | |||
| Notes payable and current portion of long-term debt, net |
52,241 | |||
| Long-term debt, net |
1,262,334 | |||
|
|
|
|||
| 1,107,940 | ||||
| Less debt discounts and debt issuance costs |
22,368 | |||
| Net Debt |
1,130,308 | |||
| Pro-Forma Adjusted EBITDA |
||||
| Pro-Forma Adjusted EBITDA Q4 2020 |
71,840 | |||
| Pro-Forma Adjusted EBITDA YTD Q3 2021 |
337,746 | |||
| Pro-Forma Adjusted EBITDA for 12 months ended September 30, 2021 |
409,586 | |||
| Net Debt/Pro-Forma Adjusted EBITDA for 12 months |
2.76x | |||
Capital Expenditure
Capital expenditure for the year to date is $153 million, including $53 million in final payments for two new vessels, Dole Aztec and Dole Maya which were delivered in the first half of 2021. In addition, $16 million was spent reinvesting in Honduran farms impacted by last year’s hurricanes, and $25 million in acquiring pineapple assets.
Outlook for FY21
For the twelve months ending December 31, 2021, Dole plc is targeting Pro-Forma Revenue in the range of $9.2 billion to $9.4 billion and Pro-Forma Adjusted EBITDA in the range of $390.0 million to $400.0 million.
Dividend
On December 2, 2021, the Board of Directors of Dole plc declared a cash dividend for the third quarter of 2021 of $0.08 per share, payable on January 7, 2022 to shareholders of record on December 17, 2021.
Pro-Forma Financial Statements
Pro-Forma Methodology
The methodology used to prepare the unaudited Pro-Forma consolidated financial statements for Dole plc to show the estimated effects of the acquisition of Dole Food Company (“DFC”) by Total Produce plc (“TP”) and the IPO and refinancing as if they had occurred on January 1, 2020 is in line with how the Pro-Forma financial statements were prepared in the F-1.
| 1. | All associated Transaction costs reflected on January 1, 2020 |
| 2. | Effective tax rate for 2020 (28.5%) and 2021 (25%) |
| 3. | Applying the results of the Purchase Price Allocation (“PPA”) exercise to January 1, 2020: |
| a. | Reversal of fair value uplift to banana and pineapple inventory and bearer plants. DFC accounts for agricultural costs in accordance with ASC 905 Agriculture for all crops except pineapples and bananas due to their continuous cycle of production. At the acquisition balance sheet date previously uncapitalized pineapple and banana costs are required to be recognized at their fair value to reflect the biological transformation of these crops. This is an uplift of $35.0 million in relation to inventory and $68.0 million in relation to bearer plants. These fair value uplifts will be amortized in the income statement over the remaining growth and harvest cycle for the inventory element and over the life of the plants for the bearer plants. In the YTD Q3 2020 this amortization amounted to $86.0 million. |
| b. | 2020 and 2021 Pro-Forma results reflect a reduction in the depreciation charge of $4.0 million. This is a function of the asset values increasing as a result of the PPA exercise offset by an increase in the estimated useful lives of the assets |
| c. | The interest expense for both years reflects the outcome of the refinancing |
| d. | Fair value loss on TP’s investment in DFC recorded on January 1, 2020. |
| 4. | TP’s pickup of its 45% share of DFC’s net income has been eliminated |
| 5. | EPS is calculated using shares in issue following the IPO and additional share issuances |
8
| 6. | There is an adjustment in both years to reflect estimated ongoing incremental public company costs of $14.0 million annualized. |
Pro-Forma Statement of Operations – for the three months ended September 30, 2021
| Q3 2021 $‘000 |
Q3 2020 $‘000 |
|||||||
| Revenues, net |
2,317,458 | 2,309,973 | ||||||
| Cost of sales |
(2,179,456 | ) | (2,163,904 | ) | ||||
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|
|||||
| Gross profit |
138,002 | 146,069 | ||||||
| Selling, marketing and general and administrative expenses |
(120,297 | ) | (123,597 | ) | ||||
| Loss on disposal of businesses |
(2,134 | ) | — | |||||
| Gain on asset sales |
4,870 | 4,872 | ||||||
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|
|
|
|||||
| Operating income |
20,441 | 27,344 | ||||||
| Other income (loss) |
15,441 | (2,784 | ) | |||||
| Interest income |
1,138 | 1,282 | ||||||
| Interest expense |
(11,431 | ) | (11,431 | ) | ||||
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|
|
|
|||||
| Income from continuing operations before income taxes and equity earnings |
25,589 | 14,411 | ||||||
| Income tax provision |
3,673 | 4,326 | ||||||
| Equity in net earnings of investments accounted for under the equity method |
7,901 | 6,034 | ||||||
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|
|||||
| Income from continuing operations, net of income taxes |
37,163 | 24,771 | ||||||
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|
|||||
| Net income |
37,163 | 24,771 | ||||||
| Less: Net income attributable to noncontrolling interests |
(7,270 | ) | (6,215 | ) | ||||
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|
|||||
| Net income attributable to Dole plc |
29,893 | 18,556 | ||||||
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| Earnings per share: |
||||||||
| Net income per share—Basic |
$ | 0.32 | $ | 0.20 | ||||
| Net income per share—Diluted |
$ | 0.31 | $ | 0.20 | ||||
| Weighted average shares outstanding (‘000) |
||||||||
| Basic |
94,878 | 94,878 | ||||||
| Diluted |
95,030 | 95,030 | ||||||
9
Pro-Forma Statement of Operations – for the nine months ended September 30, 2021
| 2021 $‘000 |
2020 YTD Q3 $‘000 |
|||||||
| Revenues, net |
7,074,905 | 6,768,013 | ||||||
| Cost of sales |
(6,489,733 | ) | (6,316,759 | ) | ||||
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|
|
|||||
| Gross profit |
585,172 | 451,254 | ||||||
| Selling, marketing and general and administrative expenses |
(378,888 | ) | (358,032 | ) | ||||
| Merger, transaction and other related costs |
— | (29,000 | ) | |||||
| Loss on disposal of businesses |
(595 | ) | — | |||||
| Impairment of PP&E |
— | (1,210 | ) | |||||
| Gain on asset sales |
12,381 | 7,843 | ||||||
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|
|
|
|
|||||
| Operating income |
218,070 | 70,855 | ||||||
| Other income (loss) |
19,811 | (11,611 | ) | |||||
| Interest income |
3,209 | 3,918 | ||||||
| Interest expense |
(34,385 | ) | (34,385 | ) | ||||
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|
|
|
|||||
| Income from continuing operations before income taxes and equity earnings |
206,705 | 28,777 | ||||||
| Income tax provision |
(43,290 | ) | (8,731 | ) | ||||
| Equity in net earnings of investments accounted for under the equity method |
17,597 | 9,918 | ||||||
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|
|
|||||
| Income from continuing operations, net of income taxes |
181,012 | 29,964 | ||||||
| Loss from discontinued operations, net of income taxes |
— | (43 | ) | |||||
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|
|||||
| Net income |
181,012 | 29,921 | ||||||
| Less: Net income attributable to noncontrolling interests |
(21,225 | ) | (17,066 | ) | ||||
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|
|||||
| Net income attributable to Dole plc |
159,787 | 12,855 | ||||||
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| Earnings per share: |
||||||||
| Net income per share—Basic |
$ | 1.68 | $ | 0.14 | ||||
| Net income per share—Diluted |
$ | 1.68 | $ | 0.14 | ||||
| Weighted average shares outstanding (‘000) |
||||||||
| Basic |
94,878 | 94,878 | ||||||
| Diluted |
95,030 | 95,030 | ||||||
10
Reconciliation from Pro-Forma Net Income to Pro-Forma Adjusted EBITDA – for the three months ended September 30, 2021
| Q3 2021 $‘000 |
Q3 2020 $‘000 |
|||||||
| Net income |
37,163 | 24,771 | ||||||
| Loss from discontinued operations, net of income taxes |
— | — | ||||||
| Interest expense from continuing operations |
11,431 | 11,431 | ||||||
| Income tax expense from continuing operations |
(3,673 | ) | (4,326 | ) | ||||
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|
|
|
|||||
| EBIT |
44,921 | 31,876 | ||||||
| Depreciation |
29,368 | 26,553 | ||||||
| Amortization |
2,664 | 2,993 | ||||||
| Net unrealized loss on derivative instruments |
627 | 1,071 | ||||||
| Fair value movement on contingent consideration |
30 | 56 | ||||||
| Net unrealized (gain) loss on foreign denominated intercompany borrowings |
(3,229 | ) | 6,021 | |||||
| Restructuring charges / onerous leases |
(125 | ) | 487 | |||||
| Fair value uplift on biological assets and pineapple plants |
— | 17,021 | ||||||
| Gain on asset sales |
(4,610 | ) | (5,325 | ) | ||||
| Loss on disposal of businesses |
2,134 | — | ||||||
| Fair value gain on other acquisitions |
(5,304 | ) | — | |||||
| COVID-19 |
— | 7,872 | ||||||
| Insurance proceeds / disposals / asset write downs |
(9,838 | ) | — | |||||
| Legal matters |
— | (56 | ) | |||||
| Dole plc Share of Joint Ventures: |
||||||||
| Interest expense |
384 | 370 | ||||||
| Income tax |
780 | 1,429 | ||||||
| Depreciation |
953 | 1,367 | ||||||
| Amortization |
972 | 675 | ||||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
59,727 | 92,410 | ||||||
|
|
|
|
|
|||||
11
Reconciliation from Pro-Forma Net Income to Pro-Forma Adjusted EBITDA – for the nine months ended September 30, 2021
| YTD 2021 | YTD 2020 | |||||||
| $‘000 | $‘000 | |||||||
| Net income |
181,012 | 29,921 | ||||||
| Loss from discontinued operations, net of income taxes |
— | 43 | ||||||
| Interest expense from continuing operations |
34,385 | 34,385 | ||||||
| Income tax expense from continuing operations |
43,290 | 8,731 | ||||||
| EBIT |
258,687 | 73,080 | ||||||
| Depreciation |
86,659 | 82,135 | ||||||
| Amortization |
8,214 | 8,613 | ||||||
| Net unrealized loss (gain) on derivative instruments |
2,291 | (6,343 | ) | |||||
| Fair value movement on contingent consideration |
1,130 | (693 | ) | |||||
| Impairment of PP&E |
— | 1,239 | ||||||
| Dole transaction costs |
— | 29,000 | ||||||
| Net unrealized (gain) loss on foreign denominated intercompany borrowings |
(7,256 | ) | 10,111 | |||||
| Restructuring charges / onerous leases |
(375 | ) | 1,178 | |||||
| Fair value adjustments arising on PPA exercise |
— | 86,246 | ||||||
| Gain on asset sales |
(9,292 | ) | (7,649 | ) | ||||
| Loss on disposal of businesses |
617 | — | ||||||
| Gain on disposal of equity method investments |
(1,096 | ) | — | |||||
| Fair value loss of Legacy Dole acquisition |
— | 1,985 | ||||||
| Fair value gain on other acquisitions |
(7,909 | ) | — | |||||
| COVID-19 |
— | |
10,878 |
| ||||
| Insurance proceeds / disposals / asset write downs |
(19,382 | ) | — | |||||
| Legal matters |
14,610 | (56 | ) | |||||
| Dole plc Share of Joint Ventures: |
||||||||
| Interest expense |
1,113 | 1,134 | ||||||
| Income tax |
3,174 | 2,863 | ||||||
| Depreciation |
4,099 | 4,082 | ||||||
| Amortization |
2,462 | 2,138 | ||||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
337,746 | 299,941 | ||||||
|
|
|
|
|
|||||
12
Reconciliation from Pro-Forma Net Income to Pro-Forma Adjusted Net Income – for the three months ended September 30, 2021
| Q3 2021 | Q3 2020 | |||||||
| $‘000 | $‘000 | |||||||
| Profit for the financial year attributable to equity shareholders |
29,893 | 18,556 | ||||||
| Adjustments: |
||||||||
| Amortization of acquisition related intangible assets (subsidiaries) |
2,664 | 2,993 | ||||||
| Net unrealized (gain)/loss on derivative financial instruments |
627 | 1,071 | ||||||
| Fair value movements on contingent consideration |
30 | 56 | ||||||
| Restructuring/Onerous Leases |
(125 | ) | 487 | |||||
| Gain on disposal of businesses |
2,134 | — | ||||||
| Gain on asset sales |
(4,610 | ) | (5,325 | ) | ||||
| Fair value gain on other acquisitions |
(5,304 | ) | — | |||||
| COVID-19 |
— | 7,872 | ||||||
| PPA fair value adjustments |
— | 17,021 | ||||||
| Insurance Proceeds |
(9,838 | ) | (56 | ) | ||||
| Net unrealized (gain) loss on foreign denominated intercompany borrowings |
(3,229 | ) | 6,021 | |||||
| Exceptional tax on items above |
1,991 | (8,611 | ) | |||||
| Discrete tax items |
(10,070 | ) | (8,433 | ) | ||||
| Deferred tax on intangible assets amortization—subsidiaries |
(419 | ) | (409 | ) | ||||
| NCI impact of intangible asset amortization (net of tax) |
(923 | ) | (935 | ) | ||||
| NCI impact of acquisition related costs and fair value movements on contingent consideration |
(4 | ) | — | |||||
| Items in earnings for equity method investments: |
||||||||
| Group share of amortization of acquisition related intangible assets |
972 | 675 | ||||||
| Group share of exceptional tax credit on items above |
(123 | ) | (118 | ) | ||||
|
|
|
|
|
|||||
| Adjusted earnings for EPS calculation |
3,666 | 30,865 | ||||||
|
|
|
|
|
|||||
| Weighted average number of shares at end of period (‘000) |
94,878 | 94,878 | ||||||
| Adjusted basic earnings per share |
$ | 0.04 | $ | 0.33 | ||||
| Diluted weighted average number of shares (‘000) |
95,030 | 95,030 | ||||||
| Adjusted fully diluted earnings per share |
$ | 0.04 | $ | 0.32 | ||||
13
Reconciliation from Pro-Forma Net Income to Pro-Forma Adjusted Net Income – for the nine months ended September 30, 2021
| 2021 | 2020 | |||||||
| $‘000 | $‘000 | |||||||
| Profit for the financial year attributable to equity shareholders |
159,787 | 12,855 | ||||||
| Adjustments: |
||||||||
| Amortization of acquisition related intangible assets (subsidiaries) |
8,214 | 8,613 | ||||||
| Net unrealized loss/(gain) on derivative financial instruments |
2,291 | (6,343 | ) | |||||
| Fair value movements on contingent consideration |
1,130 | (694 | ) | |||||
| Restructuring/Onerous Leases |
(375 | ) | 1,178 | |||||
| Gain on disposal of business |
617 | — | ||||||
| Gain on asset sales |
(9,292 | ) | (7,649 | ) | ||||
| Fair value gain on other acquisitions |
(7,909 | ) | — | |||||
| Legal Matters |
14,610 | — | ||||||
| COVID-19 |
— | 10,878 | ||||||
| Dole Transaction Costs |
— | 29,000 | ||||||
| Impairment of PPE |
— | 1,239 | ||||||
| PPA fair value adjustments |
— | 86,246 | ||||||
| Insurance Proceeds |
(19,382 | ) | (56 | ) | ||||
| Net unrealized (gain) loss on foreign denominated intercompany borrowings |
(7,256 | ) | 10,111 | |||||
| Fair value loss on Dole 45% |
— | 1,985 | ||||||
| Loss on disposal of equity method investments |
(1,096 | ) | — | |||||
| Exceptional tax on items above |
578 | (30,102 | ) | |||||
| Discrete tax items |
(8,386 | ) | (7,735 | ) | ||||
| Deferred tax on intangible assets amortization—subsidiaries |
(1,210 | ) | (1,013 | ) | ||||
| NCI impact of intangible asset amortization (net of tax) |
(2,754 | ) | (2,820 | ) | ||||
| NCI impact of acquisition related costs and fair value movements on contingent consideration |
(12 | ) | — | |||||
| Items in earnings for equity method investments: |
||||||||
| Group share of amortization of acquisition related intangible assets |
2,462 | 2,138 | ||||||
| Group share of exceptional tax credit on items above |
(372 | ) | (350 | ) | ||||
|
|
|
|
|
|||||
| Adjusted earnings for EPS calculation |
131,645 | 107,481 | ||||||
|
|
|
|
|
|||||
| Weighted average number of shares at end of period (‘000) |
94,878 | 94,878 | ||||||
| Adjusted basic earnings per share |
$ | 1.39 | $ | 1.13 | ||||
| Diluted weighted average number of shares (‘000) |
95,030 | 95,030 | ||||||
| Adjusted fully diluted earnings per share |
$ | 1.39 | $ | 1.13 | ||||
14
Pro-Forma Reconciliation – for the nine months ended September 30, 2021
| TP $‘000 |
DFC $‘000 |
Dole plc $‘000 |
FV & Intercompany Adjustments $‘000 |
Transaction Costs $‘000 |
Ongoing plc Costs $‘000 |
Debt Adjustments $‘000 |
Tax adjustments $‘000 |
Pro forma Financial Statements $‘000 |
||||||||||||||||||||||||||||
| Revenues, net |
3,447,702 | 3,639,105 | 7,086,807 | (11,902 | ) | — | — | — | — | 7,074,905 | ||||||||||||||||||||||||||
| Cost of sales |
(3,166,598 | ) | (3,338,768 | ) | (6,505,366 | ) | 15,633 | — | — | — | — | (6,489,733 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Gross profit |
281,104 | 300,337 | 581,441 | 3,731 | — | — | — | — | 585,172 | |||||||||||||||||||||||||||
| Selling, marketing and general and administrative expenses |
(214,248 | ) | (163,390 | ) | (377,638 | ) | 5 | 4,045 | (5,300 | ) | — | — | (378,888 | ) | ||||||||||||||||||||||
| Merger, transaction and other related costs |
(22,653 | ) | — | (22,653 | ) | — | 22,653 | — | — | — | — | |||||||||||||||||||||||||
| Gain on disposal of businesses |
(595 | ) | — | (595 | ) | — | — | — | — | — | (595 | ) | ||||||||||||||||||||||||
| Impairment of PP&E |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Gain on asset sales |
— | 12,381 | 12,381 | — | — | — | — | — | 12,381 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Operating income (loss) |
43,608 | 149,328 | 192,936 | 3,736 | 26,698 | (5,300 | ) | — | — | 218,070 | ||||||||||||||||||||||||||
| Other income |
2,417 | 16,423 | 18,840 | 971 | — | — | — | — | 19,811 | |||||||||||||||||||||||||||
| Interest income |
1,332 | 1,877 | 3,209 | — | — | — | — | — | 3,209 | |||||||||||||||||||||||||||
| Interest expense |
(11,392 | ) | (42,465 | ) | (53,857 | ) | — | — | — | 19,472 | — | (34,385 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Income (loss) from continuing operations before income taxes and equity earnings |
35,965 | 125,163 | 161,128 | 4,707 | 26,698 | (5,300 | ) | 19,472 | — | 206,705 | ||||||||||||||||||||||||||
| Income tax (provision) benefit |
(14,062 | ) | (19,299 | ) | (33,361 | ) | — | — | 1,667 | (6,123 | ) | (5,473 | ) | (43,290 | ) | |||||||||||||||||||||
| Equity in net earnings of investments accounted for under the equity method |
44,357 | (313 | ) | 44,044 | (26,447 | ) | — | — | — | — | 17,597 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Income from continuing operations, net of income taxes |
66,260 | 105,551 | 171,811 | (21,740 | ) | 26,698 | (3,633 | ) | 13,349 | (5,473 | ) | 181,012 | ||||||||||||||||||||||||
| Income from discontinued operations, net of income taxes |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Net income (loss) |
66,260 | 105,551 | 171,811 | (21,740 | ) | 26,698 | (3,633 | ) | 13,349 | (5,473 | ) | 181,012 | ||||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests |
(18,969 | ) | (2,256 | ) | (21,225 | ) | — | — | — | — | — | (21,225 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Net income (loss) attributable to Dole plc |
47,291 | 103,295 | 150,586 | (21,740 | ) | 26,698 | (3,633 | ) | 13,349 | (5,473 | ) | 159,787 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Earnings per share: |
||||||||||||||||||||||||||||||||||||
| Net income (loss) per share—Basic |
$ | 0.50 | $ | 1.09 | $ | 1.59 | $ | (0.23 | ) | $ | 0.28 | $ | (0.04 | ) | $ | 0.14 | $ | (0.06 | ) | $ | 1.68 | |||||||||||||||
| Net income (loss) per share—Diluted |
$ | 0.50 | $ | 1.09 | $ | 1.58 | $ | (0.23 | ) | $ | 0.28 | $ | (0.04 | ) | $ | 0.14 | $ | (0.06 | ) | $ | 1.68 | |||||||||||||||
| Weighted average shares outstanding |
||||||||||||||||||||||||||||||||||||
| Basic |
94,878 | 94,878 | 94,878 | 94,878 | 94,878 | 94,878 | 94,878 | 94,878 | 94,878 | |||||||||||||||||||||||||||
| Diluted |
95,030 | 95,030 | 95,030 | 95,030 | 95,030 | 95,030 | 95,030 | 95,030 | 95,030 | |||||||||||||||||||||||||||
Pro-Forma Reconciliation – for the nine months ended September 30, 2020
| TP $‘000 |
DFC $‘000 |
Dole plc $‘000 |
FV & Intercompany Adjustments $‘000 |
Transaction Costs $‘000 |
Ongoing plc Costs $‘000 |
Debt Adjustments $‘000 |
Tax adjustments $‘000 |
Pro forma Financial Statements $‘000 |
||||||||||||||||||||||||||||
| Revenues, net |
3,291,284 | 3,513,129 | 6,804,413 | (36,400 | ) | — | — | — | — | 6,768,013 | ||||||||||||||||||||||||||
| Cost of products sold |
(3,044,704 | ) | (3,226,038 | ) | (6,270,742 | ) | (46,018 | ) | — | — | — | — | (6,316,760 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Gross profit |
246,580 | 287,091 | 533,671 | (82,418 | ) | — | — | — | — | 451,253 | ||||||||||||||||||||||||||
| Selling, marketing and general and administrative expenses |
(196,602 | ) | (150,930 | ) | (347,532 | ) | — | — | (10,500 | ) | — | — | (358,032 | ) | ||||||||||||||||||||||
| Merger, transaction and other related costs |
(392 | ) | — | (392 | ) | — | (28,608 | ) | — | — | — | (29,000 | ) | |||||||||||||||||||||||
| Impairment of PP&E |
(1,210 | ) | — | (1,210 | ) | — | — | — | — | — | (1,210 | ) | ||||||||||||||||||||||||
| Gain on asset sales |
— | 7,843 | 7,843 | — | — | — | — | — | 7,843 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Operating income (loss) |
48,376 | 144,004 | 192,380 | (82,418 | ) | (28,608 | ) | (10,500 | ) | — | — | 70,854 | ||||||||||||||||||||||||
| Other income (loss) |
3,052 | (14,663 | ) | (11,611 | ) | — | — | — | — | — | (11,611 | ) | ||||||||||||||||||||||||
| Interest income |
1,741 | 2,177 | 3,918 | — | — | — | — | — | 3,918 | |||||||||||||||||||||||||||
| Interest expense |
(7,738 | ) | (62,536 | ) | (70,274 | ) | — | — | — | 35,889 | — | (34,385 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Income (loss) from continuing operations before income taxes and equity earnings |
45,431 | 68,982 | 114,413 | (82,418 | ) | (28,608 | ) | (10,500 | ) | 35,889 | — | 28,776 | ||||||||||||||||||||||||
| Income tax (provision) benefit |
(13,095 | ) | (23,682 | ) | (36,777 | ) | 20,604 | — | 3,302 | (11,285 | ) | 15,425 | (8,731 | ) | ||||||||||||||||||||||
| Equity in net earnings of investments accounted for under the equity method |
27,719 | 902 | 28,621 | (18,702 | ) | — | — | — | — | 9,919 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Income from continuing operations, net of income taxes |
60,055 | 46,202 | 106,257 | (80,516 | ) | (28,608 | ) | (7,198 | ) | 24,604 | 15,425 | 29,964 | ||||||||||||||||||||||||
| Loss from discontinued operations, net of income taxes |
— | (43 | ) | (43 | ) | — | — | — | — | — | (43 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Net income (loss) |
60,055 | 46,159 | 106,214 | (80,516 | ) | (28,608 | ) | (7,198 | ) | 24,604 | 15,425 | 29,921 | ||||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests |
(15,127 | ) | (1,939 | ) | (17,066 | ) | — | — | — | — | — | (17,066 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Net income (loss) attributable to Dole plc |
44,928 | 44,220 | 89,148 | (80,516 | ) | (28,608 | ) | (7,198 | ) | 24,604 | 15,425 | 12,855 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Earnings per share: |
||||||||||||||||||||||||||||||||||||
| Net income (loss) per share—Basic |
$ | 0.47 | $ | 0.47 | $ | 0.94 | $ | (0.85 | ) | $ | (0.30 | ) | $ | (0.08 | ) | $ | 0.27 | $ | 0.16 | $ | 0.14 | |||||||||||||||
| Net income (loss) per share—Diluted |
$ | 0.47 | $ | 0.47 | $ | 0.94 | $ | (0.85 | ) | $ | (0.30 | ) | $ | (0.08 | ) | $ | 0.27 | $ | 0.16 | $ | 0.14 | |||||||||||||||
| Weighted average shares outstanding |
||||||||||||||||||||||||||||||||||||
| Basic |
94,878 | 94,878 | 94,878 | 94,878 | 94,878 | 94,878 | 94,878 | 94,878 | 94,878 | |||||||||||||||||||||||||||
| Diluted |
95,030 | 95,030 | 95,030 | 95,030 | 95,030 | 95,030 | 95,030 | 95,030 | 95,030 | |||||||||||||||||||||||||||
15
| Quarterly Information |
||||||||||||||||
| 2021 |
||||||||||||||||
| Q1 $‘000 |
Q2 $‘000 |
Q3 $‘000 |
YTD Q3 $‘000 |
|||||||||||||
| Pro-Forma Revenue |
2,279,847 | 2,477,600 | 2,317,458 | 7,074,905 | ||||||||||||
| Pro-Forma Adjusted EBITDA |
132,944 | 145,075 | 59,727 | 337,746 | ||||||||||||
| Pro-Forma Earnings per Share |
$ | 0.62 | $ | 0.75 | $ | 0.32 | $ | 1.68 | ||||||||
| Pro-Forma Adjusted Earnings per Share |
$ | 0.63 | $ | 0.72 | $ | 0.04 | $ | 1.39 | ||||||||
| 2020 |
||||||||||||||||||||||||
| Q1 $‘000 |
Q2 $‘000 |
Q3 $‘000 |
YTD Q3 $‘000 |
Q4 $‘000 |
FY $‘000 |
|||||||||||||||||||
| Pro-Forma Revenue |
2,179,718 | 2,278,322 | 2,309,973 | 6,768,013 | 2,201,392 | 8,969,405 | ||||||||||||||||||
| Pro-Forma Adjusted EBITDA |
97,646 | 109,885 | 92,410 | 299,941 | 71,840 | 371,781 | ||||||||||||||||||
| Pro-Forma Earnings per Share |
$ | (0.35 | ) | $ | 0.29 | $ | 0.20 | $ | 0.14 | $ | 0.01 | $ | 0.15 | |||||||||||
| Pro-Forma Adjusted Earnings per Share |
$ | 0.44 | $ | 0.37 | $ | 0.33 | $ | 1.13 | $ | 0.21 | $ | 1.34 | ||||||||||||
16
The following tables reconciles Revenue and Adjusted EBITDA as reported in the Dole plc Third Quarter 2021 Financial Statements to Pro-Forma Revenue and Pro-Forma Adjusted EBITDA for the three months ended September 30, 2021 and for the nine months ending September 30, 2021.
| Q3 2021 $’000 |
Q3 2020 $’000 |
|||||||
| Revenue per Q3 Financial Statements of Dole plc |
1,942,185 | 1,188,449 | ||||||
| Incremental revenue of 100% of DFC* |
383,208 | 1,133,824 | ||||||
| Effect of intercompany transactions in period |
(7,935 | ) | (12,300 | ) | ||||
|
|
|
|
|
|||||
| Pro-Forma Revenue |
2,317,458 | 2,309,973 | ||||||
|
|
|
|
|
|||||
| YTD Q3 2021 $’000 |
YTD Q3 2020 $’000 |
|||||||
| Revenue per Q3 Financial Statements of Dole plc |
4,202,922 | 3,291,284 | ||||||
| Incremental revenue of DFC* |
2,883,885 | 3,513,129 | ||||||
| Effect of intercompany transactions in period |
(11,902 | ) | (36,400 | ) | ||||
|
|
|
|
|
|||||
| Pro-Forma Revenue |
7,074,905 | 6,768,013 | ||||||
|
|
|
|
|
|||||
| Q3 2021 $’000 |
Q3 2020 $’000 |
|||||||
| Adjusted EBITDA per Q3 Financial Statements of Dole plc |
54,938 | 66,355 | ||||||
| Less EBITDA of equity accounted 45% of DFC |
(1,765 | ) | (25,494 | ) | ||||
| Incremental EBITDA of 100% of DFC* |
4,354 | 55,049 | ||||||
| Pro-forma public company costs |
2,200 | (3,500 | ) | |||||
|
|
|
|
|
|||||
| Pro-Forma Adjusted EBITDA |
59,727 | 92,410 | ||||||
|
|
|
|
|
|||||
| YTD Q3 2021 $’000 |
YTD Q3 2020 $’000 |
|||||||
| Adjusted EBITDA per Q3 Financial Statements of Dole plc |
229,015 | 197,071 | ||||||
| Less EBITDA of equity accounted 45% of DFC |
(93,353 | ) | (95,730 | ) | ||||
| Incremental EBITDA of 100% of DFC* |
207,384 | 209,100 | ||||||
| Pro-forma public company costs |
(5,300 | ) | (10,500 | ) | ||||
|
|
|
|
|
|||||
| Pro-Forma Adjusted EBITDA |
337,746 | 299,941 | ||||||
|
|
|
|
|
|||||
| * | Incremental from DFC relates to periods from January 1, 2021 to July 29, 2021 and January 1, 2020 to September 30, 2020 respectively |
17
Dole plc
Condensed Consolidated Balance Sheets
(Unaudited)
| September 30, 2021 |
December 31, 2020 |
|||||||
| ASSETS | (U.S. Dollars in thousands) | |||||||
| Cash and cash equivalents |
$ | 234,214 | $ | 160,503 | ||||
| Short-term investments |
5,703 | — | ||||||
| Trade receivables, net of allowances of $27,756 and $10,122, respectively |
776,913 | 365,937 | ||||||
| Grower advance receivables, net of allowances of $9,572 and $5,598, respectively |
100,800 | 18,946 | ||||||
| Other receivables, net of allowances of $13,287 and $2,850, respectively |
115,550 | 24,324 | ||||||
| Inventories, net of allowances of $4,018 and $0, respectively |
421,762 | 141,179 | ||||||
| Prepaid expenses |
53,403 | 16,570 | ||||||
| Other current assets |
12,703 | 2,936 | ||||||
| Assets held-for-sale |
435 | — | ||||||
|
|
|
|
|
|||||
| Total current assets |
1,721,483 | 730,395 | ||||||
| Long-term investments |
24,491 | — | ||||||
| Investments in unconsolidated affiliates |
126,774 | 458,557 | ||||||
| Actively marketed property |
50,638 | — | ||||||
| Property, plant and equipment, net of accumulated depreciation of $193,208 and $160,111, respectively |
1,446,773 | 219,665 | ||||||
| Operating lease right-of-use assets |
363,990 | 140,212 | ||||||
| Goodwill |
511,133 | 234,161 | ||||||
| Dole brand |
306,280 | — | ||||||
| Other intangible assets, net of accumulated amortization of $119,995 and $119,575, respectively |
63,221 | 65,634 | ||||||
| Other assets, net |
75,592 | 30,496 | ||||||
| Deferred income tax assets |
39,569 | 6,682 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 4,729,944 | $ | 1,885,802 | ||||
|
|
|
|
|
|||||
| LIABILITIES AND EQUITY | ||||||||
| Accounts payable |
$ | 696,433 | $ | 474,528 | ||||
| Income taxes payable |
21,484 | 2,589 | ||||||
| Accrued liabilities |
431,344 | 92,279 | ||||||
| Bank overdrafts |
27,579 | 11,243 | ||||||
| Notes payable and current portion of long-term debt, net |
52,241 | 20,748 | ||||||
| Current maturities of operating leases |
68,449 | 21,910 | ||||||
| Other tax |
52,158 | 23,371 | ||||||
| Contingent consideration |
6,266 | 4,912 | ||||||
| Pension and postretirement benefits |
20,608 | 5,787 | ||||||
| Other current liabilities |
59,187 | 32,539 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
1,435,749 | 689,906 | ||||||
| Long-term debt, net |
1,262,334 | 314,840 | ||||||
| Operating leases, less current maturities |
306,634 | 122,225 | ||||||
| Deferred income tax liabilities |
149,647 | 22,451 | ||||||
| Contingent consideration, less current portion |
3,835 | 5,786 | ||||||
| Pension and postretirement benefits, less current portion |
158,167 | 23,607 | ||||||
| Other long-term liabilities |
133,417 | 18,755 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
$ | 3,449,783 | $ | 1,197,570 | ||||
|
|
|
|
|
|||||
| Commitments and contingent liabilities: |
||||||||
| Redeemable noncontrolling interests |
31,627 | 30,317 | ||||||
|
|
|
|
|
|||||
| Stockholders’ equity: |
||||||||
| Common stock—$0.001 par value; 300,000,000 shares authorized and 94,877,644 shares outstanding as of September 30, 2021 and 1,000,000,000 shares authorized and 410,724,962 shares outstanding December 31, 2020 |
949 | 4,865 | ||||||
| Additional paid-in capital |
794,085 | 198,232 | ||||||
| Retained earnings |
450,193 | 460,715 | ||||||
| Accumulated other comprehensive loss |
(128,485 | ) | (128,803 | ) | ||||
|
|
|
|
|
|||||
| Total equity attributable to Dole plc |
1,116,742 | 535,009 | ||||||
| Equity attributable to noncontrolling interests |
131,792 | 122,906 | ||||||
|
|
|
|
|
|||||
| Total equity |
1,248,534 | 657,915 | ||||||
|
|
|
|
|
|||||
| Total liabilities, redeemable noncontrolling interests and equity |
$ | 4,729,944 | $ | 1,885,802 | ||||
|
|
|
|
|
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18
Dole plc’s results are determined in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).
In addition to its results under GAAP, in this Press Release we also present Dole plc’s Pro-Forma EBIT, Pro-Forma Adjusted EBITDA, Pro-Forma Adjusted net income attributable to Dole plc and Pro-Forma Adjusted Earnings per Share, which are supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP.
Pro-Forma EBIT before discontinued operations is calculated from net income (loss) by adding interest expense from continuing operations and adding the income tax expense or subtracting the income tax benefit from continuing operations.
Pro-Forma Adjusted EBITDA is calculated from Pro-Forma EBIT from discontinued operations by: (1) adding depreciation and amortization charges; (2) adding merger, transaction and other related costs; (3) adding the net unrealized loss or subtracting the net unrealized gain on derivative instruments; (4) adding the net unrealized loss or subtracting the net unrealized gain on foreign denominated intercompany borrowings; (5) adding the net realized loss or subtracting the net realized gain on noncash settled foreign denominated intercompany borrowings; (6) adding or subtracting fair value movements on contingent consideration; (7) adding impairment charges on goodwill, intangible assets and property, plant and equipment, net of insurance proceeds; (8) adding or subtracting asset write-downs, net of insurance proceeds; (9) adding restructuring charges or onerous contract costs; (10) adding the loss or subtracting the gain on asset sales for assets held-for-sale and actively marketed property; (11) deducting the fair value gain or adding the fair value loss on the acquisition of investments previously accounted for under the equity method; (12) deducting the gain or adding the loss on the sale of investments accounted for under the equity method or other business interests; (13) adding costs for legal matters not in the ordinary course of business; and (14) adding costs that are directly related to the COVID-19 pandemic, and are as follows: costs that are (i) incremental to charges incurred prior to the outbreak, (ii) not expected to recur once the crisis has subsided and operations return to normal and (iii) clearly separable from normal operations. It also includes the Company’s share of all listed items within investments accounted for under the equity method.
Pro-Forma Adjusted Net Income attributable to Dole plc is calculated from net income attributable to Dole plc by: (1) adding the loss from discontinued operations, net of income tax; (2) adding intangible asset amortization charges; (3) adding litigation and transaction related costs; (4) adding or subtracting fair value movements on contingent consideration; (5) adding impairment charges on goodwill, intangible assets and property, plant and equipment, net of insurance proceeds; (6) adding net unrealized loss or subtracting the net unrealized gain on derivative instruments including interest rate swaps; (7) adding the net unrealized loss or subtracting the net unrealized gain on foreign denominated intercompany borrowings; (8) adding the net realized loss or subtracting the net realized gain on noncash settled foreign denominated intercompany borrowings; (9) adding restructuring charges or onerous contract costs; (10) adding the loss or subtracting the gain on asset sales for assets held-for-sale and actively marketed property; (11) deducting the gain or adding the loss on the sale of equity investments or other business interests; (12) adding the fees for bond redemption and charges for extinguishment of existing debt issuance costs; (13) adding back the expense or subtracting the benefit of U.S. Tax Reform discrete income tax expense (benefit); and (14) adding costs that are directly related to the COVID-19 pandemic, and are as follows: (i) incremental to charges incurred prior to the outbreak, including incremental costs related to personal protective equipment and transportation, and direct costs due to lower production capacity from a plant shutdown, (ii) not expected to recur once the crisis has subsided and operations return to normal, and (iii) clearly separable from normal operations. Costs related to COVID-19 are not added back after the third quarter of 2020. It also excludes the tax effect and the effect attributable to non-controlling interests share of such items. The calculation of Pro-Forma Adjusted net income also excludes the effect of the Group share of these items within equity method investments.
Pro-Forma Adjusted Earnings per Share is calculated from Pro-Forma Adjusted net income attributable to Dole plc divided by diluted weighted average number of shares in the applicable period.
However, Pro-Forma EBIT before discontinued operations, Pro-Forma Adjusted EBITDA and Pro-Forma Adjusted Net Income attributable to Dole plc are not measurements of Dole plc financial performance under GAAP and should not be considered as alternatives to net income attributable to Dole plc, net income, income (loss) from continuing operations or any other performance measures derived in accordance with GAAP. Additionally, Pro-Forma EBIT before discontinued operations and Pro-Forma Adjusted EBITDA are not intended to be liquidity measures because of certain limitations such as:
| • | They do not reflect Dole plc’s cash expenditures, or future requirements, for capital expenditures or contractual commitments; |
| • | They do not reflect changes in, or cash requirements for, Dole plc’s working capital needs; |
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| • | They do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on Dole plc’s debt; and |
| • | Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and these non-GAAP measures do not reflect cash requirements for such replacements. |
Because of these limitations, Pro-Forma EBIT before discontinued operations and Pro-Forma Adjusted EBITDA should not be considered as measures of discretionary cash available to Dole plc to invest in the growth of its and Dole plc’s business.
Further, Pro-Forma EBIT before discontinued operations, Pro-Forma Adjusted EBITDA and Pro Forma Adjusted Net Income attributable to Dole plc as used herein may not be calculated in a similar manner to, and are therefore not necessarily comparable with, similarly titled measures of other companies. However, we have included Pro-Forma EBIT before discontinued operations, Pro-Forma Adjusted EBITDA and Pro-Forma Adjusted Net Income attributable to Dole plc herein because Dole plc’s management believes that Pro-Forma EBIT before discontinued operations, Pro-Forma Adjusted EBITDA and Pro-Forma Adjusted Net Income attributable to Dole plc are useful performance measures for it. These non-GAAP financial measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our operating results, cash flows, or any other measure prescribed by GAAP.
About Dole plc
A global leader in fresh produce, Dole plc produces, markets, and distributes an extensive variety of fresh fruits and vegetables sourced locally and from around the world. Dedicated and passionate in exceeding our customers’ requirements in over 80 countries, our goal is to make the world a healthier and a more sustainable place.
Webcast and Conference Call Information
Dole plc will host a conference call and simultaneous webcast at 10:00 a.m. Eastern Time today to discuss the third quarter 2021 financial results. The webcast can be accessed within “Events and Presentations” on the company website, www.doleplc.com/investors
An archived replay of the webcast will also be available shortly after the live event has concluded. For those without internet access, the conference call can be accessed live by dialing 1-855-979-6564 or for international callers by dialing +44 203 936 2999. The access code is 683777.
A replay of the call will be available through December 31, 2021, by dialing 1-845-709-8569 or for international callers by dialing +44 203 936 3001. The replay access code is 238959.
Forward-looking information
Certain statements made in this press release that are not historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s beliefs, assumptions and expectations of our future economic performance, considering the information currently available to management. These statements are not statements of historical fact. The words “believe,” “may,” “could,” “will,” “should,” “would,” “anticipate,” “estimate,” “expect,” “intend,” “objective,” “seek,” “strive,” “target” or similar words, or the negative of these words, identify forward-looking statements. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity. Accordingly, there are, or will be, important factors that could cause our actual results to differ materially from those indicated in these statements. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made except as required by the federal securities laws.
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Investor Contact:
James O Regan, Head of Investor Relations, Dole plc
joregan@totalproduce.com
Media Contact:
Phil Elwood, Ogilvy
philip.elwood@ogilvy.com
+1 202 423 7957
Julianna Richter, Ogilvy
julianna.richter@ogilvy.com
+1 646 427 4185
Brian Bell, Wilson Hartnell PR
brian.bell@ogilvy.com
+353 87 2436 130
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