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Dole plc Reports Third Quarter 2022 Financial Results

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

Highlights for the three months ended September 30, 2022:

  • Revenue of $2.3 billion
  • Net Income of $46.6 million and Diluted EPS of $0.42
  • Adjusted EBITDA1 of $73.0 million
  • Adjusted Net Income1 of $13.5 million and Adjusted Diluted EPS1 of $0.14

Financial Highlights - Unaudited

Three Months Ended

 

September 30,

2022

September 30,

2021

September 30,

2021

Pro-forma2

Revenue - $’m

2,268

1,942

2,306

Net Income - $'m

46.6

(21.6)

35.9

Net Income attributable to Dole plc - $'m

39.8

(28.5)

28.6

Diluted EPS - $

0.42

(0.35)

0.30

Adjusted EBITDA - $’m1

73.0

54.9

58.1

Adjusted Net Income - $’m1

13.5

6.0

2.4

Adjusted Diluted EPS - $1

0.14

0.07

0.03

Nine Months Ended

 

September 30,

2022

September 30,

2021

September 30,

2021

Pro-forma2

Revenue - $’m

6,873

4,203

7,034

Net Income - $'m

98.4

41.4

177.1

Net Income attributable to Dole plc - $'m

79.7

22.0

155.8

Diluted EPS - $

0.84

0.34

1.64

Adjusted EBITDA - $’m1

263.3

229.0

332.5

Adjusted Net Income - $’m1

83.0

73.1

127.7

Adjusted Diluted EPS - $1

0.87

1.13

1.34

__________________________________________

1

Dole 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.

2

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 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:

“We are pleased with the strong results delivered for the third quarter of 2022, which were significantly ahead of the prior year and ahead of our own expectations. The broad diversification of our product offering, and the wide geographic footprint of our vertically integrated business provides us with a strong foundation for continued growth.

As we move towards the end of the financial year, we are now targeting Adjusted EBITDA within our previously guided range but at the lower end.

Our talented and dedicated people are our greatest asset, and we thank them for their significant contributions during the past year.”

Revenue for the three months ended September 30, 2022 increased to $2.3 billion from $1.9 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 1.7%, or $38.5 million, primarily due to negative foreign currency translation movements of $136.8 million and a net unfavorable impact of $17.9 million from acquisitions and divestitures. On a like- for-like basis3, revenue increased 5.0%, or $116.2 million, with growth in all segments with the exception of Fresh Vegetables.

Adjusted EBITDA for the three months ended September 30, 2022 increased to $73.0 million. On a pro-forma comparative basis, Adjusted EBITDA increased 25.7%, or $14.9 million, primarily due to an increase in the Fresh Fruit segment as a result of higher pricing of bananas and strong performance in the commercial cargo business. These increases were offset by a negative impact of currency translation of $4.0 million, primarily on the reported results of the Diversified EMEA segment, and losses in the Fresh Vegetables and Diversified Americas segments.

Adjusted Net Income for the three months ended September 30, 2022 was $13.5 million, compared to $2.4 million on a pro-forma basis. The increases on a pro-forma comparative basis were predominantly due to the increases in Adjusted EBITDA noted above, offset by higher interest expense. Adjusted Diluted EPS for the three months ended September 30, 2022 was $0.14 compared to $0.03 for the pro-forma comparative three months ended September 30, 2021.

__________________________________________

3

Like-for-like basis refers to the measure excluding the impact of foreign currency translation movements and acquisitions and divestitures.

Selected Segmental Financial Information (Unaudited)

Three Months Ended

September 30, 2022

September 30, 2021

Pro-forma

(U.S. Dollars in thousands)

 

Revenue

 

Adjusted EBITDA

 

Revenue

 

Adjusted EBITDA

Fresh Fruit

$

751,348

 

$

51,076

 

$

672,737

 

$

16,994

Diversified Fresh Produce - EMEA

 

759,964

 

 

31,616

 

 

877,423

 

 

35,851

Diversified Fresh Produce - Americas & ROW

 

479,839

 

 

(725

)

 

453,704

 

 

4,280

Fresh Vegetables

 

306,843

 

 

(8,987

)

 

323,772

 

 

925

Intersegment

 

(30,456

)

 

 

 

(21,599

)

 

Total

$

2,267,538

 

$

72,980

 

$

2,306,037

 

$

58,050

Nine Months Ended

September 30, 2022

September 30, 2021

Pro-forma

(U.S. Dollars in thousands)

 

Revenue

Adjusted EBITDA

Revenue

Adjusted EBITDA

Fresh Fruit

$

2,306,982

 

$

170,942

 

$

2,196,149

 

$

194,307

Diversified Fresh Produce - EMEA

 

2,400,967

 

 

91,088

 

 

2,623,011

 

 

101,762

Diversified Fresh Produce - Americas & ROW

 

1,391,731

 

 

28,720

 

 

1,299,363

 

 

32,494

Fresh Vegetables

 

890,820

 

 

(27,420

)

 

983,746

 

 

3,906

Intersegment

 

(117,845

)

 

 

 

(68,077

)

 

Total

$

6,872,655

 

$

263,330

 

$

7,034,192

 

$

332,469

Fresh Fruit

Revenue for the three months ended September 30, 2022 increased 11.7%, or $78.6 million, compared to pro-forma revenue for the three months ended September 30, 2021. Revenue was positively impacted by increased pricing worldwide for bananas, increased pricing in commercial cargo and higher volumes of bananas in North America, partially offset by lower volumes of bananas in Europe and Latin America.

Adjusted EBITDA for the three months ended September 30, 2022 increased 200.6%, or $34.1 million, compared to the prior year on a pro-forma basis. Adjusted EBITDA was positively impacted by higher pricing of bananas in core markets and strong performance in the commercial cargo business, partially offset by higher costs of ocean and inland freight, packaging, fertilizers and other materials.

Diversified Fresh Produce – EMEA

Revenue for the three months ended September 30, 2022 decreased 13.4%, or $117.5 million, compared to pro-forma revenue for the three months ended September 30, 2021. This was primarily driven by a negative translation impact on currency of $134.9 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 unfavorable impact on revenue from divestitures and acquisitions of $17.9 million in the quarter. On a like-for-like basis, revenue increased 4.0%, or $35.3 million, across the business, driven by increased pricing.

Adjusted EBITDA for the three months ended September 30, 2022 decreased 11.8%, or $4.2 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 0.1% with strong performance from our Northern European and Spanish businesses offset by a more challenging quarter for our U.K. wholesale businesses.

Diversified Fresh Produce – Americas & ROW

Revenue for the three months ended September 30, 2022 increased 5.8%, or $26.1, million versus the prior year on a pro- forma basis. The increase was driven primarily by higher overall average selling prices, particularly in the North American market for potato and onion products.

Adjusted EBITDA for the three months ended September 30, 2022 was a loss of $0.7 million compared to Adjusted EBITDA of $4.3 million in the pro-forma comparative period, primarily due to a difficult end to the Chilean grape season driven by supply chain challenges, offset in part by strong performance in potato and onion products in North America.

Fresh Vegetables

Revenue for the three months ended September 30, 2022 decreased 5.2% or $16.9 million compared to the prior year on a pro-forma basis. Revenue was negatively impacted by lower volumes of value added salads. These decreases were partially offset by significantly stronger pricing in fresh packed products, as well as by improved pricing in value added salads.

Adjusted EBITDA for the three months ended September 30, 2022 was a loss of $9.0 million compared to Adjusted EBITDA of $0.9 million in the pro-forma comparative period. Adjusted EBITDA was negatively impacted by lower volumes, as well as by inflationary cost increases in freight, packaging materials, food ingredients and labor. Fresh Vegetables was also impacted by higher sourcing costs for vegetables due to weather-related events. These challenges in the value added salads business were partially offset by improved performance for fresh packed products.

Capital Expenditures

Capital expenditures for the nine months ended September 30, 2022 were $66.6 million, which included investments in farm renovations and glasshouse projects across our growing regions, the acquisition of an additional farm in Peru and ongoing investments in IT, logistics and efficiency projects in our warehouses and processing facilities.

Net Debt

Net Debt as of September 30, 2022 was $1.1 billion.

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 at the lower end of the range of $330.0 million to $350.0 million
  • Capital Expenditures of approximately $95.0 million (reflects a reduction from $110.0 million)
  • Interest Expense of approximately $60.0 million
  • Adjusted Effective tax rate in the range of 23% to 25%

The global economic environment remains dynamic, and we are currently seeing positive trends, along with some further challenges, as we progress through the final quarter of this financial year. Our focus remains on delivering operating efficiencies and being disciplined in our deployment of capital, while continuing to push for inflation-justified price increases. Our scale and wide geographic footprint, along with our diverse portfolio of healthy and nutritious products, leaves us well positioned as we move towards 2023.

For the full year, we now expect Adjusted EBITDA to be at the lower end of our previously guided range due to the ongoing challenges within our Fresh Vegetables segment, which has taken longer in its recovery, as well as the impact of the unusual supply chain challenges encountered in the third quarter at the end of the Chilean grape season in North America.

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 November 16, 2022, the Board of Directors of Dole plc declared a cash dividend for the third quarter of 2022 of $0.08 per share, payable on January 6, 2023 to shareholders of record on December 16, 2022. A cash dividend of $0.08 per share was paid on October 7, 2022 for the second 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 third 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 in the U.S., or for international callers by dialing +44 203 936 2999. The access code is 716863.

A replay of the call will be available through November 24, 2022, by dialing +1 845 709 8569 in the U.S., or for international callers by dialing +44 203 936 3001. The replay access code is 303327.

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.

Appendix

Consolidated Statement of Operations - Unaudited

Three Months Ended

September 30,

2022

September 30,

2021

September 30,

2021

Pro-forma

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

Revenues, net

$

2,267,538

 

$

1,942,185

 

$

2,306,037

 

Cost of sales

 

(2,134,062

)

 

(1,843,415

)

 

(2,168,311

)

Gross profit

 

133,476

 

 

98,770

 

 

137,726

 

Selling, marketing, general and administrative expenses

 

(116,326

)

 

(110,213

)

 

(121,698

)

Merger, transaction and other related costs

 

 

 

(13,719

)

 

 

Loss on disposal of businesses

 

 

 

(2,134

)

 

(2,134

)

Gain on asset sales

 

654

 

 

135

 

 

4,870

 

Operating income (loss)

 

17,804

 

 

(27,161

)

 

18,764

 

Other income, net

 

9,312

 

 

7,167

 

 

15,441

 

Interest income

 

1,505

 

 

990

 

 

1,138

 

Interest expense

 

(17,095

)

 

(9,341

)

 

(11,431

)

Income (loss) before income taxes and equity earnings

 

11,526

 

 

(28,345

)

 

23,912

 

Income tax benefit

 

34,778

 

 

3,401

 

 

4,091

 

Equity method earnings

 

300

 

 

3,381

 

 

7,901

 

Net income (loss)

 

46,604

 

 

(21,563

)

 

35,904

 

Less: Net income attributable to noncontrolling interests

 

(6,767

)

 

(6,953

)

 

(7,270

)

Net income (loss) attributable to Dole plc

$

39,837

 

$

(28,516

)

$

28,634

 

 

 

 

 

Net income (loss) per share attributable to Dole plc – basic

$

0.42

 

$

(0.35

)

$

0.30

 

Net income (loss) per share attributable to Dole plc – diluted

$

0.42

 

$

(0.35

)

$

0.30

 

Weighted average shares outstanding – basic

 

94,891

 

 

82,166

 

 

94,878

 

Weighted average shares outstanding – diluted

 

94,908

 

 

82,166

 

 

95,030

 

Nine Months Ended

September 30,

2022

September 30,

2021

September 30,

2021

 

 

Pro-forma

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

Revenues, net

$

6,872,655

 

$

4,202,922

 

$

7,034,192

 

Cost of sales

 

(6,435,233

)

 

(3,917,484

)

 

(6,449,848

)

Gross profit

 

437,422

 

 

285,438

 

 

584,344

 

Selling, marketing, general and administrative expenses

 

(364,043

)

 

(249,593

)

 

(383,338

)

Merger, transaction and other related costs

 

 

 

(28,814

)

 

 

Gain (loss) on disposal of businesses

 

242

 

 

(595

)

 

(595

)

Gain on asset sales

 

9,075

 

 

262

 

 

12,381

 

Operating income

 

82,696

 

 

6,698

 

 

212,792

 

Other income, net

 

20,434

 

 

7,867

 

 

19,812

 

Interest income

 

4,596

 

 

1,826

 

 

3,209

 

Interest expense

 

(41,724

)

 

(14,187

)

 

(34,385

)

Income before income taxes and equity earnings

 

66,002

 

 

2,204

 

 

201,428

 

Income tax benefit (expense)

 

28,355

 

 

(4,838

)

 

(41,971

)

Equity method earnings

 

4,028

 

 

44,018

 

 

17,597

 

Net income

 

98,385

 

 

41,384

 

 

177,054

 

Less: Net income attributable to noncontrolling interests

 

(18,670

)

 

(19,352

)

 

(21,225

)

Net income attributable to Dole plc

$

79,715

 

$

22,032

 

$

155,829

 

 

 

 

 

Net income per share attributable to Dole plc – basic

$

0.84

 

$

0.34

 

$

1.64

 

Net income per share attributable to Dole plc – diluted

$

0.84

 

$

0.34

 

$

1.64

 

Weighted average shares outstanding – basic

 

94,882

 

 

64,516

 

 

94,878

 

Weighted average shares outstanding – diluted

94,915

64,723

95,030

Consolidated Balance Sheets - Unaudited

 

September 30,

2022

December 31,

2021

ASSETS

(U.S. Dollars and shares in thousands)

Cash and cash equivalents

$

221,476

 

$

250,561

 

Short-term investments

 

5,090

 

 

6,115

 

Trade receivables, net of allowances for credit losses of $19,801 and $22,064, respectively

 

567,931

 

 

719,114

 

Grower advance receivables, net of allowances for credit losses of $10,650 and $9,606, respectively

 

149,086

 

 

72,350

 

Other receivables, net of allowances for credit losses of $14,235 and $14,066, respectively

 

156,087

 

 

125,908

 

Inventories, net of allowances of $1,949 and $7,447, respectively

 

451,926

 

 

410,737

 

Prepaid expenses

 

56,134

 

 

45,339

 

Other current assets

 

27,694

 

 

11,011

 

Assets held-for-sale

 

80

 

 

200

 

Total current assets

 

1,635,504

 

 

1,641,335

 

Long-term investments

 

17,347

 

 

23,433

 

Investments in unconsolidated affiliates

 

115,952

 

 

128,407

 

Actively marketed property

 

36,842

 

 

50,364

 

Property, plant and equipment, net of accumulated depreciation of $367,856 and $283,677, respectively

 

1,323,421

 

 

1,430,850

 

Operating lease right-of-use assets

 

358,699

 

 

368,632

 

Goodwill

 

487,524

 

 

511,333

 

DOLE brand

 

306,280

 

 

306,280

 

Other intangible assets, net of accumulated amortization of $112,087 and $117,499, respectively

 

52,103

 

 

62,046

 

Other assets

 

147,017

 

 

98,917

 

Deferred income tax assets

 

47,179

 

 

46,371

 

Total assets

$

4,527,868

 

$

4,667,968

 

LIABILITIES AND EQUITY

 

 

Accounts payable

$

657,116

 

$

696,766

 

Income taxes payable

 

17,190

 

 

10,316

 

Accrued liabilities

 

474,865

 

 

464,931

 

Bank overdrafts

 

20,284

 

 

9,395

 

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

 

78,984

 

 

51,785

 

Current maturities of operating leases

 

86,563

 

 

73,046

 

Other tax

 

27,296

 

 

35,212

 

Contingent consideration

 

1,700

 

 

2,958

 

Pension and postretirement benefits

 

16,873

 

 

17,664

 

Dividends payable and other current liabilities

 

19,313

 

 

9,078

 

Total current liabilities

 

1,400,184

 

 

1,371,151

 

Long-term debt, net

 

1,208,152

 

 

1,297,808

 

Operating leases, less current maturities

 

278,429

 

 

305,714

 

Deferred income tax liabilities

 

150,374

 

 

145,689

 

Income tax payable, less current portion

 

30,501

 

 

40,439

 

Contingent consideration, less current portion

 

4,729

 

 

4,302

 

Pension and postretirement benefits, less current portion

 

135,790

 

 

152,149

 

Other long-term liabilities

 

62,507

 

 

105,310

 

Total liabilities

$

3,270,666

 

$

3,422,562

 

Commitments and contingent liabilities (See Note 16)

 

 

Redeemable noncontrolling interests

 

31,770

 

 

32,776

 

Stockholders’ equity:

 

 

Common stock — $0.01 par value; 300,000 shares authorized and 94,899 and 94,878 shares outstanding as of September 30, 2022 and December 31, 2021, respectively

 

949

 

 

950

 

Additional paid-in capital

 

793,521

 

 

792,223

 

Retained earnings

 

470,125

 

 

413,335

 

Accumulated other comprehensive loss

 

(154,137

)

 

(125,919

)

Total equity attributable to Dole plc

 

1,110,458

 

 

1,080,589

 

Equity attributable to noncontrolling interests

 

114,974

 

 

132,041

 

Total equity

 

1,225,432

 

 

1,212,630

 

Total liabilities, redeemable noncontrolling interests and equity

$

4,527,868

 

$

4,667,968

 

Consolidated Statements of Cash Flows - Unaudited

 

Nine Months Ended

September 30,

2022

September 30,

2021

Operating Activities

(U.S. Dollars in thousands)

Net income

$

98,385

 

$

41,384

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

Depreciation and amortization

 

97,827

 

 

42,537

 

Incremental charges on purchase accounting valuation of biological assets and inventory

 

40,464

 

 

29,180

 

Asset write-offs and net gain on sale of assets

 

(9,075

)

 

 

Net gain on financial instruments

 

(1,482

)

 

(2,795

)

Stock-based compensation expense

 

3,118

 

 

 

Equity method earnings

 

(4,028

)

 

(36,998

)

Net (gain) loss on disposal of businesses

 

(242

)

 

595

 

Amortization of debt discounts and debt issuance costs

 

4,546

 

 

904

 

(Benefit) provision for deferred income taxes and other tax-related liabilities

 

(49,823

)

 

221

 

Pension and other postretirement benefit plan benefit cost

 

482

 

 

232

 

Fair value movement on contingent consideration

 

64

 

 

1,130

 

Dividends received from equity method investees

 

7,632

 

 

10,715

 

Net gain on acquisitions and disposals of equity method investments

 

 

 

(7,020

)

Other

 

(617

)

 

859

 

Changes in operating assets and liabilities:

 

 

Receivables, net of allowances

 

(35,896

)

 

(120,091

)

Inventories

 

(60,647

)

 

(50,454

)

Operating lease liabilities

 

3,703

 

 

6,055

 

Accrued and other current and long-term liabilities

 

27,144

 

 

64,286

 

Cash flow provided by (used in) operating activities

 

121,555

 

 

(19,260

)

Investing Activities

 

 

Sales of assets

 

27,764

 

 

13,869

 

Capital expenditures

 

(66,582

)

 

(32,790

)

Acquisitions, net of cash acquired

 

(4,886

)

 

99,733

 

Insurance proceeds

 

2,278

 

 

10,217

 

Purchases of investments

 

(414

)

 

(1,186

)

Investments in unconsolidated affiliates

 

(801

)

 

(909

)

Proceeds from sale of investments in unconsolidated affiliates

 

 

 

10,607

 

Other

 

25

 

 

(1,343

)

Cash flow (used in) provided by investing activities

 

(42,616

)

 

98,198

 

Financing Activities

 

 

Proceeds from borrowings and overdrafts

 

1,008,423

 

 

1,714,671

 

Repayments on borrowings and overdrafts

 

(1,050,928

)

 

(2,056,485

)

Payment of debt issuance costs

 

(265

)

 

(21,108

)

Dividends paid to shareholders

 

(22,770

)

 

(17,092

)

Dividends paid to noncontrolling interests

 

(20,981

)

 

(20,444

)

Payments of contingent consideration

 

(2,451

)

 

 

Proceeds from exercise of share options

 

 

 

8,012

 

Proceeds received from issuance of common stock in initial public offering, net of issuance costs

 

 

 

398,876

 

Cash flow (used in) provided by financing activities

 

(88,972

)

 

6,430

 

Effect of foreign currency exchange rate changes on cash

 

(19,052

)

 

(11,657

)

(Decrease) increase in cash and cash equivalents

 

(29,085

)

 

73,711

 

Cash and cash equivalents at beginning of period

 

250,561

 

 

160,503

 

Cash and cash equivalents at end of period

$

221,476

 

$

234,214

 

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

September 30,

2022

September 30,

2021

September 30,

2021

Pro-forma

(U.S. Dollars in thousands)

Net income (Reported GAAP)

$

46,604

 

$

(21,563

)

$

35,904

 

Income tax benefit

 

(34,778

)

 

(3,401

)

 

(4,091

)

Interest expense

 

17,095

 

 

9,341

 

 

11,431

 

Merger, transaction and other related costs

 

 

 

13,719

 

 

 

Mark to market (gains) losses

 

2,310

 

 

(2,921

)

 

(2,572

)

(Gain) on asset sales

 

(530

)

 

 

 

(4,610

)

Produce recalls

 

(442

)

 

 

 

 

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

 

5,520

29,180

 

Other items4

 

(532

)

 

(1,201

)

 

(13,133

)

Adjustments from equity method investments

 

1,602

 

 

2,357

 

 

1,164

 

Adjusted EBIT (Non-GAAP)

 

36,849

 

 

25,511

 

 

24,093

 

Depreciation

 

30,424

 

 

21,103

 

 

29,368

 

Amortization of intangible assets

 

2,633

 

 

2,649

 

 

2,664

 

Depreciation and amortization adjustments from equity method investments

 

3,074

 

 

5,675

 

 

1,925

 

Adjusted EBITDA (Non-GAAP)

$

72,980

 

$

54,938

 

$

58,050

 

__________________________________________

4

For the three months ended September 30, 2022, other items is comprised of $1.0 million of restructuring and legal adjustments, partially offset by $0.5 million in asset write-downs, net of insurance proceeds. For the three months ended September 30, 2021, other items is comprised of $3.3 million in net gains on equity method acquisitions, partially offset by $2.1 million in losses on disposal of businesses, and on a pro-forma basis, it is comprised of $0.1 million in adjustments to restructuring and legal costs, $9.8 million in insurance proceeds, net of asset write-downs, and $5.3 million in gains on equity method acquisitions and disposals, partially offset by $2.1 million in losses on the disposal of a business.

Nine Months Ended

September 30,

2022

September 30,

2021

September 30,

2021

 

 

Pro-forma

(U.S. Dollars in thousands)

Net income (Reported GAAP)

$

98,385

 

$

41,384

 

$

177,054

 

Income tax (benefit) expense

 

(28,355

)

 

4,838

 

 

41,971

 

Interest expense

 

41,724

 

 

14,187

 

 

34,385

 

Merger, transaction and other related costs

 

 

 

28,814

 

 

 

Mark to market (gains)

 

(5,819

)

 

(1,856

)

 

(3,835

)

(Gain) on asset sales

 

(8,346

)

 

 

 

(9,292

)

Produce recalls

 

15,809

 

 

 

 

 

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

 

40,464

29,180

Other items5

 

(1,283

)

 

(6,441

)

 

(13,557

)

Adjustments from equity method investments

 

4,926

 

 

45,406

 

 

4,287

 

Adjusted EBIT (Non-GAAP)

 

157,505

 

 

155,512

 

 

231,013

 

Depreciation

 

89,579

 

 

34,316

 

 

86,681

 

Amortization of intangible assets

 

8,248

 

 

8,221

 

 

8,236

 

Depreciation and amortization adjustments from equity method investments

 

7,998

 

 

30,966

 

 

6,539

 

Adjusted EBITDA (Non-GAAP)

$

263,330

 

$

229,015

 

$

332,469

 

__________________________________________

5

For the nine months ended September 30, 2022, other items is comprised of $1.0 million in legal and restructuring adjustments and $0.3 million in gains on disposal of businesses. For the nine months ended September 30, 2021, other items is comprised of $7.0 million in net gains on equity method acquisitions and disposals, partially offset by $0.6 million in losses on disposal of businesses, and on a pro-forma basis it is comprised of $19.4 million in insurance proceeds, net of asset-write downs, and $9.0 million in net gains on equity method acquisitions and disposals, partially offset by $14.2 million in net restructuring and legal costs and $0.6 in losses on disposal of businesses.

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

September 30,

2022

September 30,

2021

September 30,

2021

Pro-forma

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

Net income (loss) attributable to Dole plc (Reported GAAP)

$

39,837

 

$

(28,516

)

$

28,634

 

Adjustments:

 

 

 

Amortization of intangible assets

 

2,633

 

 

2,649

 

 

2,664

 

Merger, transaction and other related costs

 

 

 

13,719

 

 

 

Mark to market (gains) losses

 

2,310

 

 

(2,921

)

 

(2,572

)

(Gain) on asset sales

 

(530

)

 

 

 

(4,610

)

Produce recalls

 

(442

)

 

 

 

 

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

5,520

29,180

 

Other items6

 

(532

)

 

(1,201

)

 

(13,133

)

Adjustments from equity method investments

 

628

 

 

(721

)

 

972

 

Income tax on items above and discrete tax items

 

(35,017

)

 

(5,345

)

 

(8,621

)

NCI impact on items above

 

(878

)

 

(885

)

 

(927

)

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

$

13,529

 

$

5,959

 

$

2,407

 

 

Adjusted earnings per share – basic (Non-GAAP)

$

0.14

 

$

0.07

 

$

0.03

 

Adjusted earnings per share – diluted (Non-GAAP)

$

0.14

 

$

0.07

 

$

0.03

 

Weighted average shares outstanding – basic

 

94,891

 

 

82,166

 

 

94,878

 

Weighted average shares outstanding – diluted

 

94,908

 

 

82,166

 

 

95,030

 

__________________________________________

6

For the three months ended September 30, 2022, other items is comprised of $1.0 million of restructuring and legal adjustments, partially offset by $0.5 million in asset write-downs, net of insurance proceeds. For the three months ended September 30, 2021, other items is comprised of $3.3 million in net gains on equity method acquisitions, partially offset by $2.1 million in losses on disposal of businesses, and on a pro-forma basis, it is comprised of $0.1 million in adjustments to restructuring and legal costs, $9.8 million in insurance proceeds, net of asset write-downs, and $5.3 million in gains on equity method acquisitions and disposals, partially offset by $2.1 million in losses on the disposal of a business.

Nine Months Ended

September 30,

2022

September 30,

2021

September 30,

2021

 

 

Pro-forma

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

Net income attributable to Dole plc (Reported GAAP)

$

79,715

 

$

22,032

 

$

155,829

 

Adjustments:

 

 

 

Amortization of intangible assets

 

8,248

 

 

8,221

 

 

8,236

 

Merger, transaction and other related costs

 

 

 

28,814

 

 

 

Mark to market (gains)

 

(5,819

)

 

(1,856

)

 

(3,835

)

(Gain) on asset sales

 

(8,346

)

 

 

 

(9,292

)

Produce recalls

 

15,809

 

 

 

 

 

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

40,464

29,180

Other items7

 

(1,283

)

 

(6,441

)

 

(13,557

)

Adjustments from equity method investments

 

1,918

 

 

703

 

 

2,462

 

Income tax on items above and discrete tax items

 

(45,389

)

 

(4,807

)

 

(9,390

)

NCI impact on items above

 

(2,289

)

 

(2,724

)

 

(2,766

)

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

$

83,028

 

$

73,122

 

$

127,687

 

 

Adjusted earnings per share – basic (Non-GAAP)

$

0.88

 

$

1.13

 

$

1.35

 

Adjusted earnings per share – diluted (Non-GAAP)

$

0.87

 

$

1.13

 

$

1.34

 

Weighted average shares outstanding – basic

 

94,882

 

 

64,516

 

 

94,878

 

Weighted average shares outstanding – diluted

 

94,915

 

 

64,723

 

 

95,030

 

__________________________________________

7

For the nine months ended September 30, 2022, other items is comprised of $1.0 million in legal and restructuring adjustments and $0.3 million in gains on disposal of businesses. For the nine months ended September 30, 2021, other items is comprised of $7.0 million in net gains on equity method acquisitions and disposals, partially offset by $0.6 million in losses on disposal of businesses, and on a pro-forma basis it is comprised of $19.4 million in insurance proceeds, net of asset-write downs, and $9.0 million in net gains on equity method acquisitions and disposals, partially offset by $14.2 million in net restructuring and legal costs and $0.6 in losses on disposal of businesses.

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 September 30, 2022 is presented below. Net Debt as of September 30, 2022 was $1.1 billion.

September 30, 2022

(U.S. Dollars in thousands)

Cash and cash equivalents (Reported GAAP)

$

221,476

 

Debt (Reported GAAP):

Long-term debt, net

 

(1,208,152

)

Current maturities

 

(78,984

)

Bank overdrafts

 

(20,284

)

Total debt, net

 

(1,307,420

)

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

 

(18,724

)

Total gross debt

 

(1,326,144

)

Net Debt (Non-GAAP)

$

(1,104,668

)

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 equity method earnings.

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 equity method earnings.

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 equity method earnings; (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 equity method earnings.

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 equity method earnings; (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 nine months ended September 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 nine months ended September 30, 2021.
  3. Applying the results of the Purchase Price Allocation (“PPA”) exercise, acquisition accounting and debt refinancing to January 1, 2020:
    1. Q3 2021 year to date pro-forma results reflect a reduction in the depreciation charge of $3.0 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 Q3 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 Q3 2021 of $9.7 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 September 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

$

1,186,965

 

1,134,459

 

2,321,424

 

(15,387

)

 

 

 

$

2,306,037

 

Cost of sales

 

(1,092,529

)

(1,092,073

)

(2,184,602

)

16,291

 

 

 

 

 

(2,168,311

)

Gross profit

 

94,436

 

42,386

 

136,822

 

904

 

 

 

 

 

137,726

 

Selling, marketing and general and administrative expenses

 

(75,236

)

(50,812

)

(126,048

)

5

 

4,045

300

 

 

 

 

(121,698

)

Merger, transaction, and other related costs

 

(7,558

)

1,798

 

(5,760

)

 

5,760

 

 

 

 

 

Gain on disposal of businesses

 

(2,134

)

 

(2,134

)

 

 

 

 

 

(2,134

)

Gain on asset sales

 

(127

)

4,997

 

4,870

 

 

 

 

 

 

4,870

 

Operating income (loss)

 

9,381

 

(1,631

)

7,750

 

909

 

9,805

300

 

 

 

 

18,764

 

Other income (expense), net

 

2,085

 

12,384

 

14,469

 

972

 

 

 

 

 

15,441

 

Interest income

 

496

 

642

 

1,138

 

 

 

 

 

 

1,138

 

Interest expense

 

(6,546

)

(8,841

)

(15,387

)

 

 

3,956

 

 

 

(11,431

)

Income (loss) before income taxes and equity earnings

 

5,416

 

2,554

 

7,970

 

1,881

 

9,805

300

3,956

 

 

 

23,912

 

Income tax (expense) benefit

 

(5,823

)

12,387

 

6,564

 

277

 

(94

)

(1,245

)

(1,411

)

 

4,091

 

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

 

3,720

 

(378

)

3,342

4,559

7,901

Net income (loss)

 

3,313

 

14,563

 

17,876

 

6,717

 

9,805

206

 

2,711

 

(1,411

)

 

35,904

 

Less: Net income attributable to noncontrolling interests

(6,570

)

(700

)

(7,270

)

 

(7,270

)

Net income (loss) attributable to Dole plc

$

(3,257

)

13,863

 

10,606

 

6,717

 

9,805

206

 

2,711

 

(1,411

)

$

28,634

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

Net income per share - basic

 

 

 

 

 

 

 

$

0.30

 

Net income per share - diluted

 

 

 

 

 

 

 

$

0.30

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

94,878

 

Diluted

 

 

 

 

 

 

 

 

 

95,030

 

Pro-forma Reconciliation (Unaudited) – for the nine months ended September 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

$

3,447,702

 

3,639,104

 

7,086,806

 

(52,614

)

 

 

 

$

7,034,192

 

Cost of sales

 

(3,166,598

)

(3,338,768

)

(6,505,366

)

55,518

 

 

 

 

 

(6,449,848

)

Gross profit

 

281,104

 

300,336

 

581,440

 

2,904

 

 

 

 

 

584,344

 

Selling, marketing and general and administrative expenses

 

(214,616

)

(163,022

)

(377,638

)

5

 

4,045

(9,750

)

 

 

 

(383,338

)

Merger, transaction, and other related costs

 

(22,653

)

 

(22,653

)

 

22,653

 

 

 

 

 

Gain on disposal of businesses

 

(595

)

 

(595

)

 

 

 

 

 

(595

)

Gain on asset sales

 

 

12,381

 

12,381

 

 

 

 

 

 

12,381

 

Operating income (loss)

 

43,240

 

149,695

 

192,935

 

2,909

 

26,698

(9,750

)

 

 

 

212,792

 

Other income (expense), net

 

2,785

 

16,055

 

18,840

 

972

 

 

 

 

 

19,812

 

Interest income

 

1,332

 

1,877

 

3,209

 

 

 

 

 

 

3,209

 

Interest expense

 

(11,392

)

(42,465

)

(53,857

)

 

 

19,472

 

 

 

(34,385

)

Income (loss) before income taxes and equity earnings

 

35,965

 

125,162

 

161,127

 

3,881

 

26,698

(9,750

)

19,472

 

 

 

201,428

 

Income tax (expense) benefit

 

(14,062

)

(19,299

)

(33,361

)

277

 

3,066

 

(6,123

)

(5,830

)

 

(41,971

)

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

 

44,357

 

(313

)

44,044

 

(26,447

)

 

 

 

 

17,597

 

Net income (loss)

 

66,260

 

105,550

 

171,810

 

(22,289

)

26,698

(6,684

)

13,349

 

(5,830

)

 

177,054

 

Less: Net income attributable to noncontrolling interests

 

(18,969

)

(2,256

)

(21,225

)

 

 

 

 

 

(21,225

)

Net income (loss) attributable to Dole plc

$

47,291

 

103,294

 

150,585

 

(22,289

)

26,698

(6,684

)

13,349

 

(5,830

)

$

155,829

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

Net income per share - basic

 

 

 

 

 

 

 

$

1.64

 

Net income per share - diluted

 

 

 

 

 

 

 

$

1.64

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

94,878

 

Diluted

 

 

 

 

 

 

 

 

 

95,030

 

 

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