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Dole plc Reports Third Quarter 2021 Financial Results

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.

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

 

   

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

 

             
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

 

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 the third quarter of 2021 partially offset by the incremental contributions from step up acquisitions and the favorable impact of currency translation.

Pro-Forma Revenue for the first nine months is up 5.9% due to positive currency movements, a strong performance across retail, wholesale, and foodservice channels, and the contribution from step up acquisitions in the period. This was partially offset by the incremental impact of divestments in the third quarter of 2021.

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 at 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.

  September 30, 2021
  $'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 EBTIDA for 12 months   2.76 times

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 million to $400 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:
    1. 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.
    2. 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.
    3. The interest expense for both years reflects the outcome of the refinancing.
    4. 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.
  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   Q3 2020
  $'000   $'000
Revenues, net  

 

2,317,458

 

 

 

2,309,973

 

Cost of sales  

 

(2,179,456

)

 

 

(2,163,904

)

     
Gross profit  

 

138,002

 

 

 

146,069

 

Selling, marketing and general and administrative expenses  

 

(120,297

)

 

 

(123,597

)

Loss on disposal of business  

 

(2,134

)

 

 

-

 

Gain on asset sales  

 

4,870

 

 

 

4,872

 

     
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

)

     
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

 

     
Income from continuing operations, net of income taxes  

 

37,163

 

 

 

24,771

 

     
Net income  

 

37,163

 

 

 

24,771

 

Less: Net income attributable to noncontrolling interests  

 

(7,270

)

 

 

(6,215

)

     
Net income attributable to Dole Plc  

 

29,893

 

 

 

18,556

 

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

 

Pro-Forma Statement of Operations – for the nine months ended September 30, 2021

 

2021

 

2020

  YTD Q3   YTD Q3
  $'000   $'000
Revenues, net  

 

7,074,905

 

 

 

6,768,013

 

Cost of sales  

 

(6,489,733

)

 

 

(6,316,759

)

     
Gross profit  

 

585,172

 

 

 

451,254

 

Selling, marketing and general and administrative expenses  

 

(378,888

)

 

 

(358,032

)

Merger transaction, litigation settlement and other related costs, net  

 

-

 

 

 

(29,000

)

Loss on disposal of business  

 

(595

)

 

 

-

 

Impairment of PP&E  

 

-

 

 

 

(1,210

)

Gain on asset sales  

 

12,381

 

 

 

7,843

 

     
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

)

     
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

 

     
Income from continuing operations, net of income taxes  

 

181,012

 

 

 

29,964

 

Loss from discontinued operations, net of income taxes  

 

-

 

 

 

(43

)

     
Net income  

 

181,012

 

 

 

29,921

 

Less: Net income attributable to noncontrolling interests  

 

(21,225

)

 

 

(17,066

)

     
Net income attributable to Dole Plc  

 

159,787

 

 

 

12,855

 

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

 

Reconciliation from Pro-Forma Net Income to Pro-Forma Adjusted EBITDA – for the three months ended September 30, 2021

  Q3 2021   Q3 2020
  $'000   $'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 (benefit) from continuing operations  

(3,673

)

 

(4,326

)

     
EBIT  

44,921

 

 

31,876

 

Depreciation  

29,368

 

 

26,553

 

Amortization  

2,664

 

 

2,993

 

Net unrealized (gain) 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

)

(Gain) loss on disposal of a business  

2,134

 

 

-

 

Fair value (gain) loss of 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

 

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 a business  

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

 

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 business  

 

2,134

 

 

 

-

 

Gain on asset sales  

 

(4,610

)

 

 

(5,325

)

Fair value (gain) loss 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 acq related costs and FV movements on contingent consid.  

 

(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)/charge 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

 

Reconciliation from Pro-Forma Net Income to Pro-Forma Adjusted Net Income – for the nine months ended September 30, 2021

  YTD 2021   YTD 2020
  $'000   $'000
     
Profit (loss) 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 acq related costs and FV movements on contingent consid.  

 

(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)/charge 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 (cent)  

$

1.39

 

 

$

1.13

 

Diluted weighted average number of shares ('000)  

 

95,030

 

 

 

95,030

 

Adjusted fully diluted earnings per share (cent)  

$

1.39

 

 

$

1.13

 

Pro-Forma Reconciliation – for the nine months ended September 30, 2021

  TP DFC Dole plc FV & Interco

Adj
Trans- Action

Costs
Ongoing plc

Costs
Debt Adj Tax Adj Pro Forma

Financial

Statements
  $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'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, litigation settlement and other related costs, net  

 

(22,653

)

 

-

 

 

(22,653

)

 

-

 

 

22,653

 

-

 

 

-

 

 

-

 

 

-

 

Gain on disposal of business  

 

(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 DFC Dole plc FV & Interco

Adj
Trans- Action

Costs
Ongoing plc

Costs
Debt Adj Tax Adj Pro Forma

Financial

Statements
  $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'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, litigation settlement and other related costs, net  

 

(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

 

Quarterly Information

2021

  Q1   Q2   Q3   YTD Q3    
  $'000   $'000   $'000   $'000    
Revenue  

 

2,279,847

 

 

2,477,600

 

 

2,317,458

 

 

7,074,905

   
Adjusted EBITDA  

 

132,944

 

 

145,075

 

 

59,727

 

 

337,746

   
Earnings per Share  

$

0.62

 

$

0.75

 

$

0.32

 

$

1.68

   
Adjusted Earnings per Share  

$

0.63

 

$

0.72

 

$

0.04

 

$

1.39

   
             

2020

  Q1   Q2   Q3   YTD Q3   Q4   FY
  $'000   $'000   $'000   $'000   $'000   $'000
             
Revenue  

 

2,179,718

 

 

2,278,322

 

 

2,309,973

 

 

6,768,013

 

 

2,201,392

 

 

8,969,405

Adjusted EBITDA  

 

97,646

 

 

109,885

 

 

92,410

 

 

299,941

 

 

71,840

 

 

371,781

Earnings per Share  

$

(0.35)

 

$

0.29

 

$

0.20

 

$

0.14

 

$

0.01

 

$

0.15

Adjusted Earnings per Share  

$

0.44

 

$

0.37

 

$

0.32

 

$

1.13

 

$

0.21

 

$

1.34

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 Ended September 30, 2021

  Q3 2021   Q3 2020
  $'000   $'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   YTD Q3 2020
  $'000   $'000
Revenue per Q3 Financial Statements of Dole plc  

4,202,922

 

 

3,291,284

 

Incremental revenue of 100% 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   Q3 2020
  $'000   $'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   YTD Q3 2020
  $'000   $'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

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

 

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 EBIT before 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;
  • 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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