Pond Technologies

Dole Reports Second Quarter 2022 Financial Results

23 August 2022

Dole plc (NYSE: DOLE) ("Dole" or the "Group" or the "Company") today released its financial results for the three and six months ended June 30, 2022.

Highlights for the three months ended June 30, 2022:

  • Revenue of $2.4 billion
  • Net Income of $48.5 million and Diluted EPS of $0.43
  • Adjusted EBITDA1 of $108.8 million
  • Adjusted Net Income1 of $41.3 million and Adjusted Diluted EPS1 of $0.44

Financial Highlights - Unaudited

 

 

Three Months Ended

 

 

June 30,

2022

 

June 30,

2021

 

June 30

2021

Pro-forma2

Revenue - $’m

 

2,360

 

1,210

 

2,462

Net Income - $'m

 

48.5

 

36.8

 

78.0

Net Income attributable to Dole plc - $'m

 

41.3

 

29.2

 

69.5

Diluted EPS - $

 

0.43

 

0.52

 

0.73

Adjusted EBITDA - $’m1

 

108.8

 

94.9

 

143.3

Adjusted Net Income - $’m1

 

41.3

 

41.3

 

66.5

Adjusted Diluted EPS - $1

 

0.44

 

0.74

 

0.70

       

 

 

Six Months Ended

 

 

June 30,

2022

 

June 30,

2021

 

June 30,

2021

Pro-forma2

Revenue - $’m

 

4,605

 

2,261

 

4,728

Net Income - $'m

 

51.8

 

62.9

 

141.2

Net Income attributable to Dole plc - $'m

 

39.9

 

50.5

 

127.2

Diluted EPS - $

 

0.42

 

0.91

 

1.34

Adjusted EBITDA - $’m1

 

190.4

 

174.1

 

274.4

Adjusted Net Income - $’m1

 

69.5

 

67.2

 

125.3

Adjusted Diluted EPS - $1

 

0.73

 

1.20

 

1.32

       

______________________

1Dole plc reports its financial results in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). See full GAAP financial results in the appendix. Adjusted EBIT, Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted Effective tax rate and Net Debt are non-GAAP financial measures. Refer to the appendix of this release for an explanation and reconciliation of these and other non-GAAP financial measures used in this release to comparable GAAP financial measures.

2This press release contains pro-forma financial information. The unaudited pro-forma consolidated financial statements for Dole plc illustrate the effects of the acquisition of Dole Food Company, Inc. ("DFC" or "Legacy Dole") by Total Produce ("TP") and the effects of the IPO and refinancing as if they had occurred on January 1, 2020. This is consistent with the pro-forma financial statements presented in the Form F-1 filed with the SEC at the time of the IPO.

Commenting on the results, Carl McCann, Executive Chairman said:

“One year ago we created Dole plc, the global leader in fresh produce, following the merger of Total Produce and Dole Food Company. The enhanced scale and diversification of our vertically integrated business enabled us to deliver strong results for the second quarter of 2022, in line with our expectations.

Due to a slower than anticipated return to full operating profitability in our Fresh Vegetables segment and the translation impact from the strengthening US Dollar, we are now targeting Adjusted EBITDA in the range of $330.0 million to $350.0 million for the full year, a reduction of approximately 5.5% from prior guidance.

We greatly appreciate the achievements of our talented and dedicated people and their significant contributions during the past year.”

Revenue for the three months ended June 30, 2022 increased to $2.4 billion from $1.2 billion. The increase was primarily driven by the impact of revenue from Legacy Dole following the acquisition by Dole plc. Compared on a pro-forma basis, revenue decreased by 4.2% or $102.3 million primarily due to negative foreign currency translation movements of $112.2 million and a net unfavorable impact of $68.8 million from acquisitions and divestitures. On a like-for-like basis, revenue increased 3.2% or $78.7 million with growth in all segments with the exception of Fresh Vegetables.

Adjusted EBITDA for the three months ended June 30, 2022 increased to $108.8 million. On a pro-forma comparative basis, Adjusted EBITDA decreased 24.1% or $34.5 million primarily due a decline in the Fresh Fruit segment against a very strong comparative in the prior year. The prior year comparative had the benefit of strong market conditions due to tight supply following hurricanes Eta and Iota in November 2020. In addition, the negative impact of currency translation of $4.2 million, primarily on the reported results of the Diversified EMEA segment, and a loss in the Fresh Vegetables segment contributed to the lower group Adjusted EBITDA. This was offset in part by stronger performance in Diversified Americas and on a like-for-like basis in Diversified EMEA.

Adjusted Net Income for the three months ended June 30, 2022 was $41.3 million, compared to $66.5 million on a pro-forma basis. The decreases on a pro-forma comparative basis were predominantly due to the decreases in Adjusted EBITDA noted above, offset in part by a lower tax expense. Adjusted Diluted EPS for the three months ended June 30, 2022 was $0.44 compared to $0.70 for the pro-forma comparative three months ended June 30, 2021.

Selected Segmental Financial Information (Unaudited)

 

 

Three Months Ended

 

 

June 30, 2022

 

June 30, 2021

Pro-forma

 

 

(U.S. Dollars in thousands)

 

 

Revenue

 

Adjusted EBITDA

 

Revenue

 

Adjusted EBITDA

Fresh Fruit

 

$

805,831

 

 

$

57,985

 

 

$

778,798

 

 

$

85,726

 

Diversified Fresh Produce - EMEA

 

 

849,848

 

 

 

39,371

 

 

 

951,848

 

 

 

40,984

 

Diversified Fresh Produce - Americas & ROW

 

 

448,200

 

 

 

17,142

 

 

 

423,966

 

 

 

18,118

 

Fresh Vegetables

 

 

309,226

 

 

 

(5,687

)

 

 

332,273

 

 

 

(1,553

)

Intersegment

 

 

(52,970

)

 

 

 

 

 

(24,493

)

 

 

 

Total

 

$

2,360,135

 

 

$

108,811

 

 

$

2,462,392

 

 

$

143,275

 

                 

 

 

Six Months Ended

 

 

June 30, 2022

 

June 30, 2021

Pro-forma

 

 

(U.S. Dollars in thousands)

 

 

Revenue

 

Adjusted EBITDA

 

Revenue

 

Adjusted EBITDA

Fresh Fruit

 

$

1,555,634

 

 

$

119,866

 

 

$

1,523,412

 

 

$

177,313

Diversified Fresh Produce - EMEA

 

 

1,641,003

 

 

 

59,472

 

 

 

1,745,588

 

 

 

65,911

Diversified Fresh Produce - Americas & ROW

 

 

911,892

 

 

 

29,445

 

 

 

845,659

 

 

 

28,214

Fresh Vegetables

 

 

583,977

 

 

 

(18,433

)

 

 

659,974

 

 

 

2,981

Intersegment

 

 

(87,389

)

 

 

 

 

 

(46,478

)

 

 

Total

 

$

4,605,117

 

 

$

190,350

 

 

$

4,728,155

 

 

$

274,419

Fresh Fruit

Revenue for the three months ended June 30, 2022 increased 3.5% or $27.0 million compared to pro-forma revenue for the three months ended June 30, 2021. Revenue was positively impacted by increased pricing in commercial cargo, increased pricing in North America for bananas and higher worldwide volumes and pricing in pineapples. This was partially offset by lower pricing in non-core markets for bananas.

Adjusted EBITDA for the three months ended June 30, 2022 decreased 32.4% or $27.7 million compared to the prior year on a pro-forma basis. The prior year comparative had the benefit of strong market conditions due to tight supply conditions following hurricanes Eta and Iota in November 2020. Adjusted EBITDA was additionally negatively impacted by higher ocean and inland freight costs, higher costs in packaging, fertilizers and other materials, and a decrease in prices for volumes sold to non-core markets. These higher costs were partially offset by higher pricing in core markets as well as strong performance in the commercial cargo business.

Diversified Fresh Produce – EMEA

Revenue for the three months ended June 30, 2022 decreased 10.7% or $102.0 million compared to pro-forma revenue for the three months ended June 30, 2021. This was primarily driven by a negative translation impact on currency of $110.3 million due to the strengthening of the U.S. dollar in the quarter against the euro, Swedish krona, and sterling. In addition, there was a net negative impact on revenue from divestitures and acquisitions of $68.8 million in the quarter. On a like-for-like basis, revenue grew 8.1% or $77.1 million across the division, driven by increased pricing and significant revenue growth in South Africa due to the different timing of a key export season. This was partially offset by some logistics challenges in Europe which impacted volumes.

Adjusted EBITDA for the three months ended June 30, 2022 decreased 3.9% or $1.6 million compared to the prior year on a pro-forma basis. The decrease in Adjusted EBITDA was primarily a result of a negative currency translation effect of $4.7 million when translating the results of euro, Swedish krona and sterling businesses into the U.S. dollar which strengthened significantly against European currencies when compared to the prior year. On a like-for-like basis, Adjusted EBITDA increased 7.4% or $3.0 million with a strong performance from our Spanish and U.K. businesses in the quarter, offset by a more challenging quarter for our Northern European businesses due to logistical challenges.

Diversified Fresh Produce – Americas & ROW

Revenue for the three months ended June 30, 2022 increased 5.7% or $24.2 million versus the prior year on a pro-forma basis. The increase was driven primarily by strong performance in the potato, onion and avocado categories as well as a recovery in Chilean grape volumes after weather impacted volumes in the prior year quarter.

Adjusted EBITDA for the three months ended June 30, 2022 decreased 5.4% or $1.0 million versus the prior year on a pro-forma basis, driven by the prior year quarter having a seasonal timing benefit compared to the current quarter and a challenging quarter in a joint venture's kiwi business. Excluding seasonal timing impacts, there was strong performance in the majority of the North American businesses in the quarter, in particular in avocados, potatoes and onions.

Fresh Vegetables

Revenue for the three months ended June 30, 2022 decreased 6.9% or $23.0 million compared to the prior year on a pro-forma basis. Revenue was negatively impacted by lower volumes of value added salad products due to both lost volumes following the value added salad recalls in December 2021 and January 2022, and lower industry demand. Revenue was also impacted by a planned decrease in volumes in fresh packed vegetables products. These decreases were partially offset by price increases in value added salads products, and significantly stronger pricing in fresh packed vegetables products supported by the reduced volume strategy.

Adjusted EBITDA for the three months ended June 30, 2022 was a loss of $5.7 million compared to a loss of $1.6 million in the pro-forma comparative period. Adjusted EBITDA was negatively impacted by lower revenue and lower cost absorption due to lower volumes, as well as by inflationary pressures on freight, packaging and labor costs. These challenges in the valued added salads business were partially offset by an improved performance in Fresh Packed vegetable products.

Capital Expenditures

Capital expenditures for the six months ended June 30, 2022 was $39.4 million, which included continued progress on the final farm renovations in Honduras following the 2020 hurricanes, investments in other farm renovation and glasshouse projects across our growing regions, and ongoing investments in IT, logistics and efficiency projects in our warehouses and processing facilities.

Net Debt

Net Debt as of June 30, 2022 was $1.06 billion. As previously announced, Dole entered into a new three-year, committed trade receivables arrangement in May 2022. This facility provides an additional source of financing for the Group at a lower cost. The maximum amount of receivables that can be sold under this agreement at any time is $255.0 million. Upon the execution of the new arrangement and initial derecognition of sold receivables3, the Company received gross cash proceeds of $206.9 million with $39.3 million used to settle the existing trade receivables arrangement. The incremental proceeds of $167.6 million were primarily used to pay down certain balances on the Company's revolving credit facility.

Outlook for Fiscal Year 2022 (forward-looking statement)

For fiscal year 2022, Dole is targeting:

  • Revenue in the range of $9.1 billion to $9.4 billion
  • Adjusted EBITDA in the range of $330.0 million to $350.0 million
  • Capital Expenditures of approximately $110.0 million
  • Net Interest Expense of approximately $60.0 million
  • Adjusted Effective tax rate in the range of 23% to 25%

________________

3Dole derecognizes the sold receivables from the condensed consolidated balance sheets, as it accounts for the arrangements as sales under ASC 860, Transfers and Servicing.

The global economic environment remains uncertain and complex and we are currently seeing positive trends along with some further challenges for the remainder of the year. We are seeing signs of increasing demand in categories with lower retail selling prices such as bananas, whereas there is evidence of demand for higher priced value added products reducing. Additionally, on the positive side we have seen stabilization in prices for key commodities such as packaging, fertilizer and oil.

However, due to the slower than anticipated return to full operating profitability in Fresh Vegetables and a more negative foreign currency translation impact on translation of Euro earnings to U.S. Dollar following a further strengthening of the U.S. Dollar against European currencies, the Company is reducing the full year Adjusted EBITDA target by approximately 5.5% to a range of $330.0 million to $350.0 million.

The geopolitical conflict in Ukraine and Russia is ongoing and as such it remains difficult to accurately predict what overall impact the conflict may have on global trade flows, cost inflation and foreign exchange rates, and how the Group's results of operations and financial condition may be impacted over the remainder of this financial year.

The above outlook includes non-GAAP financial measures. Please refer to the appendix of this release for an explanation and reconciliation of our historical non-GAAP financial measures used in this release to comparable GAAP financial measures.

Dividend

On August 22, 2022, the Board of Directors of Dole plc declared a cash dividend for the second quarter of 2022 of $0.08 per share, payable on October 7, 2022 to shareholders of record on September 16, 2022. A cash dividend of $0.08 per share was paid on July 6, 2022 for the first quarter of 2022.

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 75 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 08:00 a.m. Eastern Time today to discuss the second quarter 2022 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. The conference call can be accessed live by dialing +1 646 664 1960 or for international callers by dialing +44 203 936 2999. The access code is 204932.

A replay of the call will be available through August 30, 2022, by dialing +1 845 709 8569, or for international callers by dialing +44 203 936 3001. The replay access code is 079116.

Forward-looking information

Certain statements made in this press release that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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.

Consolidated Statement of Operations - Unaudited

 

 

Three Months Ended

 

 

June 30,
2022

 

June 30,
2021

 

June 30,
2021

 

 

 

 

 

 

Pro-forma

 

 

(U.S. Dollars and shares in thousands, except per share amounts)

Revenues, net

 

$

2,360,135

 

 

$

1,209,598

 

 

$

2,462,392

 

Cost of sales

 

 

(2,190,228

)

 

 

(1,107,431

)

 

 

(2,237,708

)

Gross profit

 

 

169,907

 

 

 

102,167

 

 

 

224,684

 

Selling, marketing, general and administrative expenses

 

 

(123,558

)

 

 

(72,629

)

 

 

(125,710

)

Merger, transaction and other related costs

 

 

 

 

 

(8,318

)

 

 

 

Gain on asset sales

 

 

7,926

 

 

 

127

 

 

 

3,929

 

Operating income

 

 

54,275

 

 

 

21,347

 

 

 

102,903

 

Other income (expense), net

 

 

8,605

 

 

 

405

 

 

 

(570

)

Interest income

 

 

1,453

 

 

 

419

 

 

 

963

 

Interest expense

 

 

(12,985

)

 

 

(2,594

)

 

 

(11,662

)

Income before income taxes and equity earnings

 

 

51,348

 

 

 

19,577

 

 

 

91,634

 

Income tax expense

 

 

(6,003

)

 

 

(6,983

)

 

 

(22,071

)

Equity in net earnings of investments accounted for under the equity method

 

 

3,151

 

 

 

24,238

 

 

 

8,391

 

Net income

 

 

48,496

 

 

 

36,832

 

 

 

77,954

 

Less: Net income attributable to noncontrolling interests

 

 

(7,224

)

 

 

(7,593

)

 

 

(8,409

)

Net income attributable to Dole plc

 

$

41,272

 

 

$

29,239

 

 

$

69,545

 

..................................................................................................................................

 

 

 

 

 

 

Net income per share attributable to Dole plc - basic

 

$

0.44

 

 

$

0.53

 

 

$

0.73

 

Net income per share attributable to Dole plc - diluted

 

$

0.43

 

 

$

0.52

 

 

$

0.73

 

Weighted average shares outstanding - basic

 

 

94,878

 

 

 

55,546

 

 

 

94,878

 

Weighted average shares outstanding - diluted

 

 

94,913

 

 

 

55,748

 

 

 

95,030

 

             

 

 

Six Months Ended

 

 

June 30,
2022

 

June 30,
2021

 

June 30,
2021

 

 

 

 

 

 

Pro-forma

 

 

(U.S. Dollars and shares in thousands, except per share amounts)

Revenues, net

 

$

4,605,117

 

 

$

2,260,737

 

 

$

4,728,155

 

Cost of sales

 

 

(4,301,171

)

 

 

(2,074,069

)

 

 

(4,281,537

)

Gross profit

 

 

303,946

 

 

 

186,668

 

 

 

446,618

 

Selling, marketing, general and administrative expenses

 

 

(247,717

)

 

 

(139,380

)

 

 

(261,640

)

Merger, transaction and other related costs

 

 

 

 

 

(15,095

)

 

 

 

Gain on disposal of businesses

 

 

242

 

 

 

1,539

 

 

 

1,539

 

Gain on asset sales

 

 

8,421

 

 

 

127

 

 

 

7,511

 

Operating income

 

 

64,892

 

 

 

33,859

 

 

 

194,028

 

Other income, net

 

 

11,122

 

 

 

700

 

 

 

4,371

 

Interest income

 

 

3,091

 

 

 

836

 

 

 

2,071

 

Interest expense

 

 

(24,629

)

 

 

(4,846

)

 

 

(22,954

)

Income before income taxes and equity earnings

 

 

54,476

 

 

 

30,549

 

 

 

177,516

 

Income tax expense

 

 

(6,423

)

 

 

(8,239

)

 

 

(46,062

)

Equity in net earnings of investments accounted for under the equity method

 

 

3,728

 

 

 

40,637

 

 

 

9,696

 

Net income

 

 

51,781

 

 

 

62,947

 

 

 

141,150

 

Less: Net income attributable to noncontrolling interests

 

 

(11,903

)

 

 

(12,399

)

 

 

(13,955

)

Net income attributable to Dole plc

 

$

39,878

 

 

$

50,548

 

 

$

127,195

 

..................................................................................................................................

 

 

 

 

 

 

Net income per share attributable to Dole plc - basic

 

$

0.42

 

 

$

0.91

 

 

$

1.34

 

Net income per share attributable to Dole plc - diluted

 

$

0.42

 

 

$

0.91

 

 

$

1.34

 

Weighted average shares outstanding - basic

 

 

94,878

 

 

 

55,560

 

 

 

94,878

 

Weighted average shares outstanding - diluted

 

 

94,919

 

 

 

55,797

 

 

 

95,030

 

Consolidated Balance Sheets - Unaudited

 

 

June 30,
2022

 

December 31,
2021

ASSETS

 

(U.S. Dollars in thousands)

Cash and cash equivalents

 

$

238,790

 

 

$

250,561

 

Short-term investments

 

 

5,656

 

 

 

6,115

 

Trade receivables, net of allowances for credit losses of $17,634 and $22,064, respectively

 

 

616,318

 

 

 

719,114

 

Grower advance receivables, net of allowances of $8,656 and $9,606, respectively

 

 

88,213

 

 

 

72,350

 

Other receivables, net of allowances of $13,767 and $14,066, respectively

 

 

176,044

 

 

 

125,908

 

Inventories, net of allowances of $3,184 and $7,447, respectively

 

 

410,231

 

 

 

410,737

 

Prepaid expenses

 

 

55,125

 

 

 

45,339

 

Other current assets

 

 

18,200

 

 

 

11,011

 

Assets held-for-sale

 

 

80

 

 

 

200

 

Total current assets

 

 

1,608,657

 

 

 

1,641,335

 

Long-term investments

 

 

18,832

 

 

 

23,433

 

Investments in unconsolidated affiliates

 

 

122,652

 

 

 

128,407

 

Actively marketed property

 

 

37,001

 

 

 

50,364

 

Property, plant and equipment, net of accumulated depreciation of $348,150 and $283,677, respectively

 

 

1,349,732

 

 

 

1,430,850

 

Operating lease right-of-use assets

 

 

372,416

 

 

 

368,632

 

Goodwill

 

 

494,146

 

 

 

511,333

 

DOLE brand

 

 

306,280

 

 

 

306,280

 

Other intangible assets, net of accumulated amortization of $115,349 and $117,499 respectively

 

 

55,760

 

 

 

62,046

 

Other assets

 

 

128,777

 

 

 

98,917

 

Deferred income tax assets

 

 

49,835

 

 

 

46,371

 

Total assets

 

$

4,544,088

 

 

$

4,667,968

 

LIABILITIES AND EQUITY

 

 

 

 

Accounts payable

 

$

738,588

 

 

$

696,766

 

Income taxes payable

 

 

13,764

 

 

 

10,316

 

Accrued liabilities

 

 

390,257

 

 

 

464,931

 

Bank overdrafts

 

 

19,977

 

 

 

9,395

 

Notes payable and current portion of long-term debt, net

 

 

81,219

 

 

 

51,785

 

Current maturities of operating leases

 

 

75,585

 

 

 

73,046

 

Other tax

 

 

30,763

 

 

 

35,212

 

Contingent consideration

 

 

3,065

 

 

 

2,958

 

Pension and postretirement benefits

 

 

17,330

 

 

 

17,664

 

Dividends payable and other current liabilities

 

 

10,129

 

 

 

9,078

 

Total current liabilities

 

 

1,380,677

 

 

 

1,371,151

 

Long-term debt, net

 

 

1,182,012

 

 

 

1,297,808

 

Operating leases, less current maturities

 

 

302,467

 

 

 

305,714

 

Deferred income tax liabilities

 

 

152,251

 

 

 

145,689

 

Income tax payable, less current portion

 

 

30,329

 

 

 

40,439

 

Contingent consideration, less current portion

 

 

5,490

 

 

 

4,302

 

Pension and postretirement benefits, less current portion

 

 

142,110

 

 

 

152,149

 

Other long-term liabilities

 

 

96,418

 

 

 

105,310

 

Total liabilities

 

$

3,291,754

 

 

$

3,422,562

 

Commitments and contingent liabilities (See Note 16)

 

 

 

 

Redeemable noncontrolling interests

 

 

33,462

 

 

 

32,776

 

Stockholders’ equity:

 

 

 

 

Common stock $0.001 par value; 300,000,000 shares authorized and 94,877,706 shares outstanding as of June 30, 2022 and December 31, 2021........................................................................................

 

 

950

 

 

 

950

 

Additional paid-in capital

 

 

793,528

 

 

 

792,223

 

Retained earnings

 

 

437,983

 

 

 

413,335

 

Accumulated other comprehensive loss

 

 

(130,699

)

 

 

(125,919

)

Total equity attributable to Dole plc

 

 

1,101,762

 

 

 

1,080,589

 

Equity attributable to noncontrolling interests

 

 

117,110

 

 

 

132,041

 

Total equity

 

 

1,218,872

 

 

 

1,212,630

 

Total liabilities, redeemable noncontrolling interests and equity

 

$

4,544,088

 

 

$

4,667,968

 

 

 

 

 

 

Consolidated Statements of Cash Flows - Unaudited

 

 

Six Months Ended

 

 

June 30, 2022

 

June 30, 2021

Operating Activities

 

(U.S. Dollars in thousands)

Net income

 

$

51,781

 

 

$

62,947

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

Depreciation and amortization

 

 

64,770

 

 

 

18,785

 

Incremental charges on purchase accounting valuation of biological assets

 

 

34,944

 

 

 

 

Asset write-offs and net gain on sale of assets

 

 

(8,421

)

 

 

 

Net gain on financial instruments

 

 

(4,637

)

 

 

 

Stock-based compensation expense

 

 

1,981

 

 

 

 

Equity in net earnings of investments accounted for under the equity method

 

 

(3,728

)

 

 

(36,936

)

Net gain on disposal of businesses

 

 

(242

)

 

 

(1,531

)

Gain on disposal of investments in unconsolidated affiliates

 

 

 

 

 

(1,096

)

Fair value gain on remeasurement of investments in unconsolidated affiliates

 

 

 

 

 

(2,605

)

Amortization of debt discounts and debt issuance costs

 

 

2,953

 

 

 

 

Benefit for deferred income taxes

 

 

(9,212

)

 

 

(906

)

Pension and other postretirement benefit plan benefit

 

 

(89

)

 

 

(567

)

Fair value movement on contingent consideration

 

 

41

 

 

 

1,100

 

Dividends received

 

 

4,484

 

 

 

9,346

 

Dole transaction costs

 

 

 

 

 

15,095

 

Other

 

 

(439

)

 

 

1,061

 

Changes in operating assets and liabilities:

 

 

 

 

Receivables, net of allowances

 

 

9,031

 

 

 

(112,260

)

Inventories

 

 

(9,375

)

 

 

5,222

 

Operating lease liabilities

 

 

(4,218

)

 

 

894

 

Accrued and other current and long-term liabilities

 

 

(7,685

)

 

 

43,358

 

Cash flow provided by operating activities

 

 

121,939

 

 

 

1,907

 

Investing Activities

 

 

 

 

Sales of assets

 

 

26,544

 

 

 

 

Capital expenditures

 

 

(39,418

)

 

 

(17,511

)

Acquisitions, net of cash acquired

 

 

(4,923

)

 

 

(2,026

)

Insurance proceeds received for damage to property

 

 

2,278

 

 

 

 

Purchases of investments

 

 

(414

)

 

 

 

Investments in unconsolidated affiliates

 

 

(348

)

 

 

(1,125

)

Proceeds from sale of investments in unconsolidated affiliates

 

 

 

 

 

4,911

 

Other

 

 

4

 

 

 

96

 

Cash flow (used in) investing activities

 

 

(16,277

)

 

 

(15,655

)

Financing Activities

 

 

 

 

Proceeds from borrowings and overdrafts

 

 

683,340

 

 

 

612,820

 

Repayments on borrowings and overdrafts

 

 

(754,133

)

 

 

(563,104

)

Payment of debt issuance costs

 

 

(270

)

 

 

(7,500

)

Proceeds from issuance of shares

 

 

 

 

 

1,772

 

Dividends paid to shareholders

 

 

(15,180

)

 

 

(17,250

)

Dividends paid to noncontrolling interests

 

 

(14,588

)

 

 

(12,886

)

Payment of contingent consideration

 

 

(696

)

 

 

 

Cash flow (used in) provided by financing activities

 

 

(101,527

)

 

 

13,852

 

Effect of foreign currency exchange rate changes on cash

 

 

(15,906

)

 

 

(3,821

)

(Decrease) in cash and cash equivalents

 

 

(11,771

)

 

 

(3,717

)

Cash and cash equivalents at beginning of period

 

 

250,561

 

 

 

160,503

 

Cash and cash equivalents at end of period

 

$

238,790

 

 

$

156,786

 

 

 

 

 

 

Reconciliation from Net Income to Adjusted EBITDA - Unaudited

The following information is provided to give quantitative information related to items impacting comparability. Refer to the 'Non-GAAP Financial Measures' section of this document for additional detail on each item.

 

 

Three Months Ended

 

 

June 30,
2022

 

June 30,
2021

 

June 30,
2021

 

 

 

 

 

 

Pro-forma

 

 

(U.S. Dollars in thousands)

Net income (Reported GAAP)

 

$

48,496

 

 

$

36,832

 

 

$

77,954

 

Income tax expense

 

 

6,003

 

 

 

6,983

 

 

 

22,071

 

Interest expense

 

 

12,985

 

 

 

2,594

 

 

 

11,662

 

Merger, transaction and other related costs

 

 

 

 

 

8,318

 

 

 

 

Mark to market (gains) losses

 

 

(6,991

)

 

 

805

 

 

 

4,092

 

(Gain) on asset sales

 

 

(7,816

)

 

 

 

 

 

(4,682

)

Incremental charges on biological assets and inventory related costs due to acquisition of Legacy Dole

 

 

17,431

 

 

 

 

 

 

 

Other items

 

 

117

 

 

 

(3,701

)

 

 

(3,880

)

Adjustments from equity method investments

 

 

2,195

 

 

 

20,804

 

 

 

1,934

 

Adjusted EBIT (Non-GAAP)

 

 

72,420

 

 

 

72,635

 

 

 

109,151

 

Depreciation

 

 

30,984

 

 

 

6,508

 

 

 

28,995

 

Amortization of intangible assets

 

 

2,773

 

 

 

2,797

 

 

 

2,797

 

Depreciation and amortization adjustments from equity method investments

 

 

2,634

 

 

 

12,983

 

 

 

2,332

 

Adjusted EBITDA (Non-GAAP)

 

$

108,811

 

 

$

94,923

 

 

$

143,275

 

____________________

4For the three months ended June 30, 2022, other items is comprised of $0.1 million in asset write-downs, net of insurance proceeds. For the three months ended June 30, 2021, other items is comprised of $3.7 million in gains on equity method acquisitions and disposals, and on a pro-forma basis it is comprised of $3.7 million in gains on equity method acquisitions and disposals, $0.5 million in adjustments to restructuring and legal costs, partially offset by $0.3 million in adjustments to insurance proceeds, net of asset-write downs.

  

Six Months Ended

 

 

June 30,
2022

 

June 30,
2021

 

June 30,
2021

 

 

 

 

 

 

Pro-forma

 

 

(U.S. Dollars in thousands)

Net income (Reported GAAP)

 

$

51,781

 

 

$

62,947

 

 

$

141,150

 

Income tax expense

 

 

6,423

 

 

 

8,239

 

 

 

46,062

 

Interest expense

 

 

24,629

 

 

 

4,846

 

 

 

22,954

 

Merger, transaction and other related costs

 

 

 

 

 

15,095

 

 

 

 

Mark to market (gains) losses

 

 

(8,129

)

 

 

1,065

 

 

 

(1,263

)

(Gain) on asset sales

 

 

(7,816

)

 

 

 

 

 

(4,682

)

Produce recalls

 

 

16,251

 

 

 

 

 

 

 

Incremental charges on biological assets and inventory related costs due to acquisition of Legacy Dole

 

 

34,944

 

 

 

 

 

 

 

Other items

 

 

(751

)

 

 

(5,240

)

 

 

(424

)

Adjustments from equity method investments

 

 

3,324

 

 

 

43,049

 

 

 

3,123

 

Adjusted EBIT (Non-GAAP)

 

 

120,656

 

 

 

130,001

 

 

 

206,920

 

Depreciation

 

 

59,155

 

 

 

13,213

 

 

 

57,313

 

Amortization of intangible assets

 

 

5,615

 

 

 

5,572

 

 

 

5,572

 

Depreciation and amortization adjustments from equity method investments

 

 

4,924

 

 

 

25,291

 

 

 

4,614

 

Adjusted EBITDA (Non-GAAP)

 

$

190,350

 

 

$

174,077

 

 

$

274,419

 

________________________

5For the six months ended June 30, 2022, other items is comprised of $0.5 million in insurance proceeds, net of asset write-downs, and $0.3 million in gains on disposal of businesses. For the six months ended June 30, 2021, other items is comprised of $3.7 million in gains on equity method acquisitions and disposals and $1.5 million in gains on disposal of businesses, and on a pro-forma basis it is comprised of $9.5 million in insurance proceeds, net of asset-write downs, $3.7 million in gains on equity method acquisitions and disposals, $1.5 million in gains on disposal of businesses, partially offset by $14.3 million in net restructuring and legal costs.

Reconciliation from Net Income attributable to Dole plc shareholders to Adjusted Net Income - Unaudited

The following information is provided to give quantitative information related to items impacting comparability. Refer to the 'Non-GAAP Financial Measures' section of this document for additional detail on each item. Refer to the Appendix for supplementary detail.

 

 

Three Months Ended

 

 

June 30,
2022

 

June 30,
2021

 

June 30,
2021

 

 

 

 

 

 

Pro-forma

 

 

(U.S. Dollars and shares in thousands, except per share amounts)

 

 

 

 

 

 

 

Net income attributable to Dole plc (Reported GAAP)

 

$

41,272

 

 

$

29,239

 

 

$

69,545

 

Adjustments:

 

 

 

 

 

 

Amortization of intangible assets

 

 

2,773

 

 

 

2,797

 

 

 

2,797

 

Merger, transaction and other related costs

 

 

 

 

 

8,318

 

 

 

 

Mark to market (gains) losses

 

 

(6,991

)

 

 

805

 

 

 

4,092

 

(Gain) on asset sales

 

 

(7,816

)

 

 

 

 

 

(4,682

)

Incremental charges on biological assets and inventory related costs due to acquisition of Legacy Dole

 

 

17,431

 

 

 

 

 

 

 

Other items

 

 

117

 

 

 

(3,701

)

 

 

(3,880

)

Adjustments from equity method investments

 

 

612

 

 

 

1,385

 

 

 

764

 

Income tax on items above and discrete tax items

 

 

(5,145

)

 

 

3,345

 

 

 

(526

)

NCI impact on items above

 

 

(953

)

 

 

(925

)

 

 

(1,580

)

Adjusted Net Income for Adjusted EPS calculation (Non-GAAP)

 

$

41,300

 

 

$

41,263

 

 

$

66,530

 

 

 

 

 

 

 

 

Adjusted earnings per share - basic (Non-GAAP)

 

$

0.44

 

 

$

0.74

 

 

$

0.70

 

Adjusted earnings per share - diluted (Non-GAAP)

 

$

0.44

 

 

$

0.74

 

 

$

0.70

 

Weighted average shares outstanding - basic

 

 

94,878

 

 

 

55,546

 

 

 

94,878

 

Weighted average shares outstanding - diluted

 

 

94,913

 

 

 

55,748

 

 

 

95,030

 

 

 

 

 

 

 

 

_________________________

6For the three months ended June 30, 2022, other items is comprised of $0.1 million in asset write-downs, net of insurance proceeds. For the three months ended June 30, 2021, other items is comprised of $3.7 million in gains on equity method acquisitions and disposals, and on a pro-forma basis it is comprised of $3.7 million in gains on equity method acquisitions and disposals, $0.5 million in adjustments to restructuring and legal costs, partially offset by $0.3 million in adjustments to insurance proceeds, net of asset-write downs.

  

Six Months Ended

 

 

June 30,
2022

 

June 30,
2021

 

June 30,
2021

 

 

 

 

 

 

Pro-forma

 

 

(U.S. Dollars and shares in thousands, except per share amounts)

 

 

 

 

 

 

 

Net income attributable to Dole plc (Reported GAAP)

 

$

39,878

 

 

$

50,548

 

 

$

127,195

 

Adjustments:

 

 

 

 

 

 

Amortization of intangible assets

 

 

5,615

 

 

 

5,572

 

 

 

5,572

 

Merger, transaction and other related costs

 

 

 

 

 

15,095

 

 

 

 

Mark to market (gains) losses

 

 

(8,129

)

 

 

1,065

 

 

 

(1,263

)

(Gain) on asset sales

 

 

(7,816

)

 

 

 

 

 

(4,682

)

Produce recalls

 

 

16,251

 

 

 

 

 

 

 

Incremental charges on biological assets and inventory related costs due to acquisition of Legacy Dole

 

 

34,944

 

 

 

 

 

 

 

Other items

 

 

(751

)

 

 

(5,240

)

 

 

(424

)

Adjustments from equity method investments

 

 

1,290

 

 

 

1,424

 

 

 

1,490

 

Income tax on items above and discrete tax items

 

 

(10,372

)

 

 

538

 

 

 

(769

)

NCI impact on items above

 

 

(1,411

)

 

 

(1,839

)

 

 

(1,839

)

Adjusted Net Income for Adjusted EPS calculation (Non-GAAP)

 

$

69,499

 

 

$

67,163

 

 

$

125,280

 

 

 

 

 

 

 

 

Adjusted earnings per share - basic (Non-GAAP)

 

$

0.73

 

 

$

1.21

 

 

$

1.32

 

Adjusted earnings per share - diluted (Non-GAAP)

 

$

0.73

 

 

$

1.20

 

 

$

1.32

 

Weighted average shares outstanding - basic

 

 

94,878

 

 

 

55,560

 

 

 

94,878

 

Weighted average shares outstanding - diluted

 

 

94,919

 

 

 

55,797

 

 

 

95,030

 

_______________________

7For the six months ended June 30, 2022, other items is comprised of $0.5 million in insurance proceeds, net of asset write-downs and $0.3 million in gains on disposal of businesses. For the six months ended June 30, 2021, other items is comprised of $3.7 million in gains on equity method acquisitions and disposals and $1.5 million in gains on disposal of businesses, and on a pro-forma basis it is comprised of $9.5 million in insurance proceeds, net of asset-write downs, $3.7 million in gains on equity method acquisitions and disposals, $1.5 million in gains on disposal of businesses, partially offset by $14.3 million in net restructuring and legal costs.

Net Debt Reconciliation

Net Debt is the primary measure used by management to analyze the Company’s capital structure. 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 as of June 30, 2022 is presented below. Net Debt as of June 30, 2022 was $1.1 billion.

 

 

June 30, 2022

 

 

 

 

 

(U.S. Dollars in thousands)

Cash and cash equivalents (Reported GAAP)

 

$

238,790

 

Debt (Reported GAAP):

 

 

Long-term debt, net

 

 

(1,182,012

)

Notes payable and current portion of long-term debt, net

 

 

(81,219

)

Bank overdrafts

 

 

(19,977

)

Total debt, net

 

 

(1,283,208

)

Less: Debt discounts and debt issuance costs (Reported GAAP)

 

 

(19,622

)

Total gross debt

 

 

(1,302,830

)

Net Debt (Non-GAAP)

 

$

(1,064,040

)

Non-GAAP Financial Measures

Dole plc’s results are determined in accordance with U.S. GAAP.

In addition to its results under U.S. GAAP, in this Press Release we also present Dole plc’s Adjusted EBIT, Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, Adjusted Effective tax rate, Net Debt, pro-forma Adjusted EBIT, pro-forma Adjusted EBITDA, pro-forma Adjusted Net Income and pro-forma Adjusted Earnings per Share, which are supplemental measures of financial performance that are not required by, or presented in accordance with, U.S. GAAP (collectively, the "non-GAAP financial measures"). We present these non-GAAP financial measures because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. 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 U.S. GAAP. Our presentation of non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that any projections and estimates will be realized in their entirety or at all. In addition, adjustment items that are excluded from non-GAAP results can have a material impact on equivalent GAAP earnings, financial measures and cash flows.

Adjusted EBIT is calculated from GAAP net income by: (1) subtracting the income tax expense or adding the income tax benefit; (2) subtracting interest expense; (3) subtracting mark to market losses or adding mark to market gains related to unrealized impacts from derivative instruments and foreign currency denominated borrowings, realized impacts on noncash settled foreign currency denominated borrowings, net foreign currency impacts on liquidated entities and fair value movements on contingent consideration; (4) other items which are separately stated based on materiality, which include subtracting merger, transaction and other related costs, subtracting incremental costs for produce recalls, adding or subtracting asset write-downs, net of insurance proceeds, adding the gain or subtracting the loss on the disposal of business interests, subtracting the incremental costs from the fair value uplift for biological assets and inventory related to the acquisition of Legacy Dole, subtracting impairment charges on property, plant and equipment, adding the fair value gain or subtracting the fair value loss on the acquisition of investments previously accounted for under the equity method, subtracting the gain or adding the loss on the sale of investments accounted for under the equity method, adding the gain or subtracting the loss on asset sales for assets held-for-sale and actively marketed property and subtracting restructuring charges and costs for legal matters not in the ordinary course of business; and (5) adjustments from equity method investments, which includes the Company’s share of these items within investments in unconsolidated affiliates.

Adjusted EBITDA is calculated from GAAP net income by: (1) subtracting the income tax expense or adding the income tax benefit; (2) subtracting interest expense; (3) subtracting depreciation charges; (4) subtracting amortization charges; (5) subtracting mark to market losses or adding mark to market gains related to unrealized impacts from derivative instruments and foreign currency denominated borrowings, realized impacts on noncash settled foreign currency denominated borrowings, net foreign currency impacts on liquidated entities and fair value movements on contingent consideration; (6) other items which are separately stated based on materiality, which include subtracting merger, transaction and other related costs, subtracting incremental costs for produce recalls, adding or subtracting asset write-downs, net of insurance proceeds, adding the gain or subtracting the loss on the disposal of business interests, subtracting the incremental costs from the fair value uplift for biological assets and inventory related to the acquisition of Legacy Dole, subtracting impairment charges on property, plant and equipment, adding the fair value gain or subtracting the fair value loss on the acquisition of investments previously accounted for under the equity method, subtracting the gain or adding the loss on the sale of investments accounted for under the equity method, adding the gain or subtracting the loss on asset sales for assets held-for-sale and actively marketed property and subtracting restructuring charges and costs for legal matters not in the ordinary course of business; and (7) adjustments from equity method investments, which includes the Company’s share of these items within investments in unconsolidated affiliates.

Adjusted Net Income is calculated from GAAP net income attributable to Dole plc by: (1) subtracting amortization charges; (2) subtracting mark to market losses or adding mark to market gains related to unrealized impacts from derivative instruments and foreign currency denominated borrowings, realized impacts on noncash settled foreign currency denominated borrowings, net foreign currency impacts on liquidated entities and fair value movements on contingent consideration; (3) other items which are separately stated based on materiality, which include subtracting merger, transaction and other related costs, subtracting incremental costs for produce recalls, adding or subtracting asset write-downs, net of insurance proceeds, adding the gain or subtracting the loss on the disposal of business interests, subtracting the incremental costs from the fair value uplift for biological assets and inventory related to the acquisition of Legacy Dole, subtracting impairment charges on property, plant and equipment, adding the fair value gain or subtracting the fair value loss on the acquisition of investments previously accounted for under the equity method, subtracting the gain or adding the loss on the sale of investments accounted for under the equity method, adding the gain or subtracting the loss on asset sales for assets held-for-sale and actively marketed property and subtracting restructuring charges and costs for legal matters not in the ordinary course of business; (4) adjustments from equity method investments, which includes the Company’s share of these items within investments in unconsolidated affiliates; (5) excluding the tax effect of these items and discrete tax adjustments; and (6) excluding the effect of these items attributable to non-controlling interests.

Adjusted Earnings per Share is calculated from Adjusted Net Income divided by diluted weighted average number of shares in the applicable period.

Adjusted Effective tax rate is calculated from the GAAP effective tax rate by: (1) adjusting the tax impact for each adjustment from GAAP net income attributable to Dole plc to Adjusted Net Income as described above; and (2) subtracting the impact from discrete tax adjustments, including uncertain tax positions.

Net Debt is a non-GAAP financial measure, calculated as GAAP cash and cash equivalents, less GAAP current and long-term debt. It also excludes GAAP debt discounts and debt issuance costs.

Pro-forma EBIT is calculated from pro-forma net income by adding pro-forma interest expense and adding the pro-forma income tax expense or subtracting the pro-forma income tax benefit, as well as including the following pro-forma adjustments: (1) subtracting mark to market losses or adding mark to market gains related to unrealized impacts from derivative instruments and foreign currency denominated borrowings, realized impacts on noncash settled foreign currency denominated borrowings, net foreign currency impacts on liquidated entities and fair value movements on contingent consideration; (2) other items which are separately stated based on materiality, which include subtracting merger, transaction and other related costs, subtracting incremental costs for produce recalls, adding or subtracting asset write-downs, net of insurance proceeds, adding the gain or subtracting the loss on the disposal of business interests, subtracting the incremental costs from the fair value uplift for biological assets and inventory related to the acquisition of Legacy Dole, subtracting impairment charges on property, plant and equipment, adding the fair value gain or subtracting the fair value loss on the acquisition of investments previously accounted for under the equity method, subtracting the gain or adding the loss on the sale of investments accounted for under the equity method, adding the gain or subtracting the loss on asset sales for assets held-for-sale and actively marketed property and subtracting restructuring charges and costs for legal matters not in the ordinary course of business; and (3) adjustments from equity method investments, which includes the Company’s share of these items within investments in unconsolidated affiliates.

Pro-forma Adjusted EBITDA is calculated from pro-forma EBIT by including the following pro-forma adjustments: (1) adding depreciation charges; and (2) adding amortization charges. It also includes the effect of the Company’s share of these listed items within investments accounted for under the equity method.

Pro-forma Adjusted Net Income is calculated from pro-forma net income attributable to Dole plc by include the following pro-forma adjustments: (1) subtracting amortization charges; (2) subtracting mark to market losses or adding mark to market gains related to unrealized impacts from derivative instruments and foreign currency denominated borrowings, realized impacts on noncash settled foreign currency denominated borrowings, net foreign currency impacts on liquidated entities and fair value movements on contingent consideration; (3) other items which are separately stated based on materiality, which include subtracting merger, transaction and other related costs, subtracting incremental costs for produce recalls, adding or subtracting asset write-downs, net of insurance proceeds, adding the gain or subtracting the loss on the disposal of business interests, subtracting the incremental costs from the fair value uplift for biological assets and inventory related to the acquisition of Legacy Dole, subtracting impairment charges on property, plant and equipment, adding the fair value gain or subtracting the fair value loss on the acquisition of investments previously accounted for under the equity method, subtracting the gain or adding the loss on the sale of investments accounted for under the equity method, adding the gain or subtracting the loss on asset sales for assets held-for-sale and actively marketed property and subtracting restructuring charges and costs for legal matters not in the ordinary course of business; (4) adjustments from equity method investments, which includes the Company’s share of these items within investments in unconsolidated affiliates; (5) it excludes the tax effect of these items and discrete tax adjustments; and (6) excluding the effect of these items attributable to non-controlling interests.

Pro-forma Adjusted Earnings per Share is calculated from pro-forma Adjusted Net Income divided by diluted weighted average number of shares in the applicable period.

Adjusted EBIT, pro-forma EBIT, Adjusted EBITDA, pro-forma Adjusted EBITDA, Adjusted Net Income, pro-forma Adjusted Net Income, Adjusted EPS, Adjusted Effective tax rate, Net Debt and pro-forma Adjusted EPS are not measurements of Dole plc financial performance under U.S. GAAP and should not be considered as alternatives to net income attributable to Dole plc, net income, income before income taxes and equity earnings or any other performance measures derived in accordance with U.S. GAAP. Additionally, pro-forma EBIT, pro-forma Adjusted EBITDA, pro-forma Adjusted Net Income and pro-forma Adjusted EPS 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;
  • 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 financial measures do not reflect cash requirements for such replacements.

Because of these limitations, pro-forma EBIT, pro-forma Adjusted EBITDA, pro-forma Adjusted Net Income, and pro-forma Adjusted EPS 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, pro-forma Adjusted EBITDA, pro-forma Adjusted Net Income, and pro-forma Adjusted EPS 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, pro-forma Adjusted EBITDA, pro-forma Adjusted Net Income, and pro-forma Adjusted EPS herein because Dole plc’s management believes that pro-forma EBIT, pro-forma Adjusted EBITDA, pro-forma Adjusted Net Income, and pro-forma Adjusted EPS are useful performance measures.

Dole is not able to provide a reconciliation for projected FY'22 Adjusted EBITDA and Adjusted Effective tax rate without undertaking unreasonable efforts.

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 DFC by TP and the IPO and refinancing as if they had occurred on January 1, 2020 and is consistent with how the pro-forma financial statements were prepared in the F-1. The results for the three and six months ended June 30, 2022 are based on the Company's consolidated statutory results and therefore are not pro-forma adjusted.

  1. All associated transaction costs reflected on January 1, 2020. As such, no transaction costs are included within the pro-forma numbers discussed below.
  2. Effective tax rate of 25% for the six months ended June 30, 2021.
  3. Applying the results of the Purchase Price Allocation (“PPA”) exercise, acquisition accounting and debt refinancing to January 1, 2020:
    1. Q2 2021 year to date pro-forma results reflect a reduction in the depreciation charge of $2.0 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.
    2. The interest expense for Q2 2021 reflects the outcome of the refinancing.
  4. TP’s pickup of its 45.0% share of DFC’s net income has been eliminated.
  5. EPS is calculated using shares in issue following the IPO and additional share issuances.
  6. There is a year to date adjustment in Q2 2021 of $10.0 million to reflect estimated ongoing incremental public company costs of $14.0 million annualized.

See reconciliation of pro-forma results for the three and six months ended June 30, 2021 below.

Pro-forma Reconciliation (Unaudited) – for the three months ended June 30, 2021

 

 

TP

 

DFC

 

Dole plc

 

FV & Intercompany Adjustment

 

Transaction Costs

 

Ongoing plc Costs

 

Debt Adjustment

 

Tax Adjustment

 

Pro-forma Financial Statements

 

 

(U.S. Dollars and shares in thousands, except per share amounts)

Revenues, net

 

$

1,209,598

 

 

1,271,971

 

 

2,481,569

 

 

(19,177

)

 

 

 

 

 

 

 

 

$

2,462,392

 

Cost of sales

 

 

(1,107,431

)

 

(1,150,454

)

 

(2,257,885

)

 

20,177

 

 

 

 

 

 

 

 

 

 

(2,237,708

)

Gross profit

 

 

102,167

 

 

121,517

 

 

223,684

 

 

1,000

 

 

 

 

 

 

 

 

 

 

224,684

 

Selling, marketing and general and administrative expenses

 

 

(72,629

)

 

(48,056

)

 

(120,685

)

 

 

 

 

(5,025

)

 

 

 

 

 

 

(125,710

)

Merger, transaction, and other related costs

 

 

(8,318

)

 

(1,411

)

 

(9,729

)

 

 

 

9,729

 

 

 

 

 

 

 

 

 

Gain on disposal of businesses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on asset sales

 

 

127

 

 

3,802

 

 

3,929

 

 

 

 

 

 

 

 

 

 

 

 

3,929

 

Operating income (loss)

 

 

21,347

 

 

75,852

 

 

97,199

 

 

1,000

 

 

9,729

 

(5,025

)

 

 

 

 

 

 

102,903

 

Other income (expense), net

 

 

405

 

 

(975

)

 

(570

)

 

 

 

 

 

 

 

 

 

 

 

(570

)

Interest income

 

 

419

 

 

544

 

 

963

 

 

 

 

 

 

 

 

 

 

 

 

963

 

Interest expense

 

 

(2,594

)

 

(16,993

)

 

(19,587

)

 

 

 

 

 

 

7,925

 

 

 

 

 

(11,662

)

Income (loss) before income taxes and equity earning

 

 

19,577

 

 

58,428

 

 

78,005

 

 

1,000

 

 

9,729

 

(5,025

)

 

7,925

 

 

 

 

 

91,634

 

Income tax (expense) benefit

 

 

(6,983

)

 

(10,911

)

 

(17,894

)

 

 

 

 

1,580

 

 

(2,491

)

 

(3,266

)

 

 

(22,071

)

Equity in net earnings of investments accounted for under the equity method

 

 

24,238

 

 

(187

)

 

24,051

 

 

(15,660

)

 

 

 

 

 

 

 

 

 

8,391

 

Net income (loss)

 

 

36,832

 

 

47,330

 

 

84,162

 

 

(14,660

)

 

9,729

 

(3,445

)

 

5,434

 

 

(3,266

)

 

 

77,954

 

Less: Net income attributable to noncontrolling interests

 

 

(7,593

)

 

(816

)

 

(8,409

)

 

 

 

 

 

 

 

 

 

 

 

(8,409

)

Net income (loss) attributable to Dole plc

 

$

29,239

 

 

46,514

 

 

75,753

 

 

(14,660

)

 

9,729

 

(3,445

)

 

5,434

 

 

(3,266

)

 

$

69,545

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share - basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.73

 

Net income per share - diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.73

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

94,878

 

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

95,030

 

Pro-forma Reconciliation (Unaudited) – for the six months ended June 30, 2021

 

 

TP

 

DFC

 

Dole plc

 

FV & Intercompany Adjustment

 

Transaction Costs

 

Ongoing plc Costs

 

Debt Adjustment

 

Tax Adjustment

 

Pro-forma Financial Statements

 

 

(U.S. Dollars and shares in thousands, except per share amounts)

Revenues, net

 

$

2,260,737

 

 

2,504,645

 

 

4,765,382

 

 

(37,227

)

 

 

 

 

 

 

 

 

$

4,728,155

 

Cost of sales

 

 

(2,074,069

)

 

(2,246,695

)

 

(4,320,764

)

 

39,227

 

 

 

 

 

 

 

 

 

 

(4,281,537

)

Gross profit

 

 

186,668

 

 

257,950

 

 

444,618

 

 

2,000

 

 

 

 

 

 

 

 

 

 

446,618

 

Selling, marketing and general and administrative expenses

 

 

(139,380

)

 

(112,210

)

 

(251,590

)

 

 

 

 

(10,050

)

 

 

 

 

 

 

(261,640

)

Merger, transaction, and other related costs

 

 

(15,095

)

 

(1,798

)

 

(16,893

)

 

 

 

16,893

 

 

 

 

 

 

 

 

 

Gain on disposal of businesses

 

 

1,539

 

 

 

 

1,539

 

 

 

 

 

 

 

 

 

 

 

 

1,539

 

Gain on asset sales

 

 

127

 

 

7,384

 

 

7,511

 

 

 

 

 

 

 

 

 

 

 

 

7,511

 

Operating income (loss)

 

 

33,859

 

 

151,326

 

 

185,185

 

 

2,000

 

 

16,893

 

(10,050

)

 

 

 

 

 

 

194,028

 

Other income (expense), net

 

 

700

 

 

3,671

 

 

4,371

 

 

 

 

 

 

 

 

 

 

 

 

4,371

 

Interest income

 

 

836

 

 

1,235

 

 

2,071

 

 

 

 

 

 

 

 

 

 

 

 

2,071

 

Interest expense

 

 

(4,846

)

 

(33,624

)

 

(38,470

)

 

 

 

 

 

 

15,516

 

 

 

 

 

(22,954

)

Income (loss) before income taxes and equity earnings

 

 

30,549

 

 

122,608

 

 

153,157

 

 

2,000

 

 

16,893

 

(10,050

)

 

15,516

 

 

 

 

 

177,516

 

Income tax (expense) benefit

 

 

(8,239

)

 

(31,686

)

 

(39,925

)

 

 

 

 

3,160

 

 

(4,878

)

 

(4,419

)

 

 

(46,062

)

Equity in net earnings of investments accounted for under the equity method

 

 

40,637

 

 

65

 

 

40,702

 

 

(31,006

)

 

 

 

 

 

 

 

 

 

9,696

 

Net income (loss)

 

 

62,947

 

 

90,987

 

 

153,934

 

 

(29,006

)

 

16,893

 

(6,890

)

 

10,638

 

 

(4,419

)

 

 

141,150

 

Less: Net income attributable to noncontrolling interests

 

 

(12,399

)

 

(1,556

)

 

(13,955

)

 

 

 

 

 

 

 

 

 

 

 

(13,955

)

Net income (loss) attributable to Dole plc

 

$

50,548

 

 

89,431

 

 

139,979

 

 

(29,006

)

 

16,893

 

(6,890

)

 

10,638

 

 

(4,419

)

 

$

127,195

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share - basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1.34

 

Net income per share - diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1.34

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

94,878

 

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

95,030

 

 

Sign Up To Get Daily Green Stock News In Your Inbox

Please review our Disclaimer and Privacy Policy before subscribing.

STOCK QUOTE

FEATURED GREEN STOCK

Hillcrest Energy Technologies

Hillcrest Energy Technologies is a clean technology company developing high value, high performance power conversion technologies and digital control systems for next-generation powertrains and grid-connected renewable...

CLICK TO LEARN MORE

FEATURED GREEN STOCK

DevvStream

DevvStream provides upfront capital for sustainability projects in exchange for carbon credit rights. Through these rights, the company generates and manages carbon credits by utilizing the most technologically advanced...

CLICK TO LEARN MORE

COPYRIGHT ©2022 GREEN STOCK NEWS