Dole plc (NYSE: DOLE) ("Dole" or the "Group" or the "Company")
has today released its financial results for the fourth quarter and
fiscal year ended December 31, 2021.
Highlights for FY’21:
- Transformational year for the Group
- Significant increase in scale and footprint following
acquisition of remaining 55.0% of Dole Food Company, Inc. ("DFC" or
"Legacy Dole") by Total Produce plc ("TP") to create Dole plc
("Dole")
- Following the acquisition, revenue has increased 113.7%,
Adjusted EBITDA1 56.5% and total assets 147.5%
- On a pro-forma2 basis, revenue increased 3.5% and Adjusted
EBITDA increased 5.9% for the full year
- Group is well positioned for long term sustainable growth
following completion of IPO and debt refinancing
- Net Debt1 / pro-forma Adjusted EBITDA 2.87x as of December 31,
2021
Transformational impact of the acquisition of DFC by
TP
On July 29, 2021, TP completed the acquisition of the remaining
55.0% of DFC, to create Dole plc. Following this acquisition, the
Group has increased significantly in scale and geographical
footprint. Revenue has increased 48.5% to $6.5 billion for the full
year 2021 compared to 2020. Pro-forma revenue for the full year
2021 of $9.3 billion has increased 113.7% compared to revenue for
2020. Revenue for 2021 includes five months of DFC revenue for the
period of July 30, 2021 to December 31, 2021.
Adjusted EBITDA has increased 15.3% to $290.1 million for the
full year 2021 compared to 2020. Pro-forma Adjusted EBITDA for the
full year 2021 of $393.6 million has increased 56.5% compared to
Adjusted EBITDA for 2020. Adjusted EBITDA for 2021 includes five
months of DFC Adjusted EBITDA for the period of July 30, 2021 to
December 31, 2021, and TP's 45.0% share of DFC Adjusted EBITDA for
seven months for the period of January 1, 2021 to July 29,
2021.
Total assets has increased 147.5% to $4.7 billion following the
acquisition. The Group now has a strategic and valuable asset base,
including over 114,000 acres of owned land and other land holdings,
over 160 distribution and manufacturing facilities, 75 packing
houses, 12 cold storage facilities, five salad manufacturing plants
and 13 owned vessels.
FY’21
FY’21
FY’20
Variance
Variance
Pro-forma
Reported (Unaudited)
Reported
Pro-forma FY'21 v Reported
FY'20
Reported FY'21 v Reported
FY'20
Revenue - $’m (2)
9,286
6,454
4,346
+113.7%
+48.5%
Adjusted EBITDA - $’m (1), (2)
393.6
290.1
251.5
+56.5%
+15.3%
Total Assets - $’m
4,668
1,886
+147.5%
_______________________________ 1 Dole plc reports its financial
results in accordance with U.S. Generally Accepted Accounting
Principles ("GAAP"). Adjusted EBITDA, Adjusted Net Income, Adjusted
Earnings Per Share and Net Debt 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. 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 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 which will be filed in due course with the SEC, and
which will be available on our website once filed (
https://www.doleplc.com/investors), will contain the results of TP
for the first 7 months to July 29, 2021 (including equity earnings
from TP’s 45.0% shareholding in DFC) plus the combined results of
TP and DFC from July 30, 2021 to December 31, 2021. Comparative
period results to December 31, 2020, are comprised of the full year
results of TP including equity earnings from TP’s 45.0%
shareholding in DFC.
Pro-forma Financial Information - Highlights
(Unaudited)
Q4'21
Q4'20
FY’21
FY’20
FY Variance
Pro-forma Revenue - $’m (2)
2,251
2,201
9,286
8,969
+3.5%
Pro-forma Adjusted EBITDA - $’m (1),
(2)
61.1
71.8
393.6
371.8
+5.9%
Pro-forma Adjusted Net Income - $’m (1),
(2)
13.5
18.0
141.2
126.3
+11.8%
Pro-forma Adjusted Fully Diluted EPS - $
(1), (2)
0.14
0.19
1.49
1.33
+11.8%
Commenting on the results, Carl McCann, Executive Chairman
said:
“2021 marked a transformational year for the Group following the
acquisition of the remaining 55.0% of DFC by Dole plc and the
subsequent IPO of the Group on NYSE. Our scale and footprint have
increased significantly and we are well positioned to deliver long
term sustainable growth. The Group delivered a strong performance
for the full year of 2021, with growth across key metrics in line
with guidance. Our diversified business model has continued to
provide resilience within a challenging macroeconomic environment,
while our strategic asset base and multi-continental sourcing model
provide a competitive advantage. Our people have once again been
the driver of this strong performance and we thank them for their
dedication and determination.
“For the 2022 financial year, we are targeting revenue in the
range of $9.6 billion to $9.9 billion and Adjusted EBITDA of $370.0
million to $380.0 million. The year on year expected reduction in
Adjusted EBITDA is primarily due to the significant impact of the
Value Added Salads product recall and temporary plant closures. We
are monitoring the ongoing geopolitical situation in Ukraine and
Russia; however, it is difficult to predict today what impact this
may have on the macroeconomic environment and our business."
Pro-forma revenue for the fourth quarter increased 2.3% to $2.3
billion. The increase was driven by growth in the Fresh Fruit,
Diversified Fresh Produce – EMEA and Diversified Fresh Produce –
Americas & ROW reporting segments.
Pro-forma revenue for the full year 2021 increased 3.5% to $9.3
billion. The increase in full year pro-forma revenue was driven by
growth across all reporting segments.
Pro-forma Adjusted EBITDA for the fourth quarter decreased 14.9%
to $61.1 million. The decrease was predominantly driven by a
decrease in Fresh Vegetables due to the impact of the product
recall, a reduction in Fresh Fruit due to the continued impact of
input cost inflation, and a slight decrease in Diversified Fresh
Produce - EMEA. These decreases were partially offset by a strong
performance within Diversified Fresh Produce – Americas &
ROW.
Pro-forma Adjusted EBITDA for the full year 2021 increased 5.9%
to $393.6 million. The increase was driven by a strong performance
in Fresh Fruit and Diversified Fresh Produce – EMEA.
Pro-forma Adjusted Net Income for the fourth quarter decreased
25.0% to $13.5 million, predominantly due to the decrease in
pro-forma Adjusted EBITDA in the quarter.
Pro-forma Adjusted Net Income for the full year 2021 increased
11.8% to $141.2 million, driven by the increase in pro-forma
Adjusted EBITDA and decrease in the effective tax rate, which was
partially offset by an increase in depreciation charges and
increase in earnings attributable to non-controlling shareholder
interests.
Value Added Salads Product Recall and Temporary Plant
Closures Update
In December of 2021, we announced a voluntary recall for all
packaged salads processed at our Bessemer City, North Carolina and
Yuma, Arizona facilities due to a possible health risk from
Listeria monocytogenes. We temporarily suspended operations at both
facilities to facilitate proper investigation and sanitation
procedures. In January of 2022, after we identified that the likely
source of the contamination was a single piece of harvesting
equipment that had been contaminated from the natural environment,
we issued another recall of packaged salads processed at our
Springfield, Ohio and Soledad, California facilities that handled
product that had been harvested on that equipment. Operations were
not fully suspended at the Soledad and Springfield locations as a
result of that recall. Through genetic testing and in cooperation
with the FDA, we ultimately confirmed that the harvest equipment
was the source and that our processing facilities were not
harboring any contamination. Our plants have now returned to
operating at full capacity.
Incremental exceptional costs as a result of these recalls and
temporary plant closures include costs for the disposal of affected
inventory and packaging, reimbursements of charges to customers,
penalties charged by customers, direct labor and benefits, freight
for redirecting trucks carrying affected products, legal
considerations and incremental sanitization procedures. The known
and expected impact of these exceptional one-off costs for the 2021
recall is estimated at $17.6 million for the Fresh Vegetables
segment. In addition, we also estimated a reduction of $3.3 million
in Adjusted EBITDA in 2021 arising from the impact of temporary
lost volumes and fixed cost absorption.
Total expected exceptional one-off costs in fiscal year 2022
related to the recalls and temporary plant closures are
approximately $15.0 million. In addition, we also estimate a
reduction in Adjusted EBITDA of approximately $25.0 million arising
from the impact of temporary lost volumes, fixed cost absorption
and delays in initiating price increases needed to address
inflation.
The total impact of both recalls and the temporary plant
closures is uncertain and may be subject to change.
Selected Pro-forma Quarterly Segmental Financial Information
(Unaudited)
Q1'21
Q2'21
Q3'21
Q4'21
FY'21
(U.S. Dollars in
thousands)
Revenue
Fresh Fruit
$
744,614
$
778,798
$
672,737
$
680,881
$
2,877,030
Diversified Fresh Produce - EMEA
793,740
951,848
877,423
815,330
3,438,341
Diversified Fresh Produce - Americas &
ROW
421,693
423,966
453,704
479,702
1,779,065
Fresh Vegetables
327,701
332,273
323,772
296,848
1,280,594
Intersegment
(21,985
)
(24,493
)
(21,599
)
(21,281
)
(89,358
)
Total
$
2,265,763
$
2,462,392
$
2,306,037
$
2,251,480
$
9,285,672
Adjusted EBITDA
Fresh Fruit
$
91,587
$
85,726
$
16,992
$
15,694
$
209,999
Diversified Fresh Produce - EMEA
24,927
40,984
35,852
29,363
131,126
Diversified Fresh Produce - Americas &
ROW
10,096
18,118
4,281
20,574
53,069
Fresh Vegetables
4,534
(1,553
)
925
(4,520
)
(614
)
Total
$
131,144
$
143,275
$
58,050
$
61,111
$
393,580
Q1'20
Q2'20
Q3'20
Q4'20
FY'20
(U.S. Dollars in
thousands)
Revenue
Fresh Fruit
$
763,646
$
712,712
$
682,194
$
636,987
$
2,795,539
Diversified Fresh Produce - EMEA
742,871
852,110
886,443
781,524
3,262,948
Diversified Fresh Produce - Americas &
ROW
381,999
416,993
438,283
475,995
1,713,270
Fresh Vegetables
308,692
313,996
320,543
324,375
1,267,606
Intersegment
(17,490
)
(17,489
)
(17,490
)
(17,489
)
(69,958
)
Total
$
2,179,718
$
2,278,322
$
2,309,973
$
2,201,392
$
8,969,405
Adjusted EBITDA
Fresh Fruit
$
61,511
$
55,509
$
38,199
$
17,491
$
172,710
Diversified Fresh Produce - EMEA
14,666
29,134
33,084
28,825
105,709
Diversified Fresh Produce - Americas &
ROW
12,953
16,811
9,631
14,424
53,819
Fresh Vegetables
8,516
8,431
11,496
11,100
39,543
Total
$
97,646
$
109,885
$
92,410
$
71,840
$
371,781
Fresh Fruit
Pro-forma revenue for the fourth quarter increased 6.9%
predominantly due to higher pricing of bananas in North America,
continued growth in commercial cargo revenues and higher pineapple
volumes.
Pro-forma revenue for the full year 2021 increased 2.9% with the
benefit of higher banana pricing in North America and higher
pineapple pricing in the key North American and European markets
and a strong performance from the commercial cargo business
throughout the year, partially offset by lower banana volumes in
all markets.
Pro-forma Adjusted EBITDA for the fourth quarter decreased 10.3%
compared to the prior year. The reduction was predominantly due to
inflationary pressures in Europe that were not offset until the
pricing was adjusted for new contracts in 2022.
Pro-forma Adjusted EBITDA for the full year 2021 increased 21.6%
predominantly due to strong pricing in the North American banana
market in the first half of the year and due to the strong
performance in the commercial cargo business.
Diversified Fresh Produce – EMEA
Pro-forma revenue and pro-forma Adjusted EBITDA for the fourth
quarter increased 4.3% and 1.9%, respectively, primarily as a
result of strong trading results across the reporting segment.
Pro-forma revenue for the full year increased 5.4% due to
positive currency movements and a strong performance across all
channels.
Pro-forma Adjusted EBITDA for the full year increased 24.0%,
driven by strong trading across the segment, the continued recovery
in food service channels as European governments relaxed COVID-19
measures and the benefit of positive foreign currency translation
during the year.
Diversified Fresh Produce – Americas & ROW
Pro-forma revenue for the fourth quarter increased 0.8% and
pro-forma revenue for the full year increased 3.8% due to higher
revenue from the berry category and growth in the South American
export fruit business.
Pro-forma Adjusted EBITDA for the fourth quarter increased
42.6%, driven by a strong start to the Peruvian grape season and
the Chilean cherry season.
Pro-forma Adjusted EBITDA for the full year decreased 1.4%,
largely due to the impact of adverse weather events that impacted
the Chilean grape season at the outset of the year as well as the
impact of inflation and logistics challenges for some of our North
American businesses. This was offset in part by positive underlying
development in the business from continued growth in the berry
category, in the Chilean cherry business, in kiwi, and with a
recovery in apples and pears after challenges in the prior
year.
Fresh Vegetables
Pro-forma revenue for the fourth quarter decreased 8.5%
primarily due to lower volumes driven by the impact of the Value
Added Salads product recall and temporary plant closures in
December.
Pro-forma revenue for the full year 2021 increased 1.0% due to
higher pricing in Value Added Salads, partially offset by lower
volumes as a consequence of the Value Added Salads product recall
and temporary plant closures and lower pricing and volumes in Fresh
Packed Vegetables.
Pro-forma Adjusted EBITDA for the fourth quarter decreased
140.7% primarily due to the impact of the Value Added Salads
product recall and temporary plant closures as well as a weak end
to the year in Fresh Packed Vegetables due to an oversupply in the
market.
Following a challenging year, pro-forma Adjusted EBITDA for the
full year decreased 101.6% due to the impact of the Value Added
Salads product recall and temporary plant closures, significant
inflationary pressures in packaging, freight and labor, and
persistently weak Fresh Packed Vegetable markets throughout the
year.
Capital Expenditures
Pro-forma capital expenditures for the full year 2021 was
approximately $190.0 million, including $53.5 million in respect of
final payments for two new vessels, Dole Aztec and Dole Maya, which
were delivered in the first half of 2021. In addition, $21.4
million was spent reinvesting in Honduran farms impacted by last
year’s hurricanes, and $25.4 million in acquiring pineapple
assets.
Capital Structure and Financial Leverage
On July 30, 2021 Dole completed its IPO on NYSE, raising net
proceeds of $398.9 million. The proceeds raised were used to repay
debt within DFC, including $300.0 million of 7.25% Senior Secured
Notes. Concurrently with the IPO, the Group also successfully
completed a refinancing and syndication of $1.4 billion of new
credit facilities, providing the Group with well-structured
liquidity to support continued growth. As a result of the IPO and
refinancing, the Group has reduced its annual interest expense by
over $40.0 million, based on current interest rates.
Net Debt as of December 31, 2021 was $1.1 billion and Financial
Leverage was 2.87x.
Outlook for Fiscal Year 2022
For fiscal year 2022, Dole is targeting:
- Revenue in the range of $9.6 billion to $9.9 billion
- Adjusted EBITDA in the range of $370.0 million to $380.0
million
- Capital Expenditures of approximately $125.0 million
- Net Interest Expense of approximately $45.0 million
- Effective tax rate in the range of 25.0% to 28.0%
The anticipated reduction in targeted Adjusted EBITDA is
primarily due to the significant impact of the Value Added Salads
product recalls and temporary plant closures. Additionally, the
Group anticipates a negative foreign currency translation impact on
translation of Euro earnings to U.S. Dollar.
With the exception of the Value Added Salads business, all other
businesses within the group have commenced the year satisfactorily
and are trading in line with expectations. However, due to the
uncertainty caused by the current geopolitical situation in Ukraine
and Russia, it is difficult to accurately predict what impact this
may have on global trade flows, cost inflation and foreign exchange
rates, and how this might impact the Group over this financial
year.
Dividend
On March 14, 2022, the Board of Directors of Dole plc declared a
cash dividend for the fourth quarter of 2021 of $0.08 per share,
payable on April 12, 2022 to shareholders of record on March 29,
2022.
Consolidated Statement of Operations
Year Ended
December 31,
2021
December 31,
2020
Unaudited
(U.S. Dollars and shares in
thousands, except per share amounts)
Revenues, net
$
6,454,402
$
4,345,939
Cost of sales
(6,105,271
)
(4,012,348
)
Gross profit
349,131
333,591
Selling, marketing, general and
administrative expenses
(349,769
)
(264,844
)
Merger, transaction and other related
costs
(30,072
)
(396
)
Gain on disposal of businesses
11
—
Impairment of property, plant and
equipment
—
(1,210
)
Gain on asset sales
581
—
Operating income (loss)
(30,118
)
67,141
Other income (expense), net
8,658
(119
)
Interest income
3,938
2,604
Interest expense
(27,030
)
(10,523
)
Income (loss) before income taxes and
equity earnings
(44,552
)
59,103
Income tax benefit (expense)
13,333
(18,130
)
Equity in net earnings of investments
accounted for under the equity method
48,027
30,279
Net income
16,808
71,252
Less: Net income attributable to
noncontrolling interests
(24,027
)
(18,764
)
Net income (loss) attributable to Dole
plc
$
(7,219
)
$
52,488
Net income (loss) per share attributable
to Dole plc - basic
$
(0.10
)
$
0.95
Net income (loss) per share attributable
to Dole plc - diluted
$
(0.10
)
$
0.94
Weighted average shares outstanding -
basic
72,190
55,509
Weighted average shares outstanding -
diluted
72,190
55,592
Revenue and Adjusted EBITDA by reportable segment
Year Ended
December 31,
2021
December 31,
2020
Unaudited
(U.S. Dollars in thousands)
Segment
Revenue:
Fresh Fruit
$
1,133,038
$
—
Diversified Fresh Produce - EMEA
3,383,009
3,119,746
Diversified Fresh Produce - Americas &
ROW
1,465,025
1,226,193
Fresh Vegetables
510,687
—
Total segment revenue
6,491,759
4,345,939
Intersegment revenue
(37,357
)
—
Total consolidated revenue, net
$
6,454,402
$
4,345,939
Segment Adjusted
EBITDA:
Net income
$
16,808
$
71,252
Income tax (benefit) expense
(13,333
)
18,130
Interest expense
27,030
10,523
Depreciation
61,551
24,634
Amortization of intangible assets
11,404
11,548
Merger, transaction and other related
costs
30,072
396
Net unrealized loss on derivative
instruments
1,257
633
Net unrealized (gain) on foreign currency
denominated borrowings
(5,453
)
—
Fair value movements on contingent
consideration
1,036
519
Impairment of property, plant and
equipment
—
1,210
Asset write-downs, net of insurance
proceeds
623
—
Vegetable recall and related costs
17,649
—
Fair value loss of Legacy Dole
acquisition
4,023
—
Fair value (gain) of other
acquisitions
(7,670
)
—
(Gain) on disposal of equity method
investments
(1,096
)
—
(Gain) on disposal of businesses
(11
)
—
Incremental charges on biological assets
and inventory related costs due to acquisition of Legacy Dole
65,916
—
Restructuring costs
3,172
—
Items in earnings for equity method
investments:
Dole’s share of depreciation
30,390
45,135
Dole’s share of amortization
3,218
2,895
Dole’s share of income tax expense
27,297
22,329
Dole’s share of interest expense
18,282
34,631
Dole’s share of other items
(2,039
)
7,706
Total segment Adjusted EBITDA
$
290,126
$
251,541
Fresh Fruit
$
26,965
$
—
Diversified Fresh Produce - EMEA
128,098
105,089
Diversified Fresh Produce - Americas &
ROW
41,737
32,335
Fresh Vegetables
(27
)
—
Legacy Dole
93,353
114,117
Total segment Adjusted EBITDA
$
290,126
$
251,541
Consolidated Balance Sheets
December 31, 2021
December 31, 2020
Unaudited
ASSETS
(U.S. Dollars in thousands)
Cash and cash equivalents
$
250,561
$
160,503
Short-term investments
6,115
—
Trade receivables, net of allowances for
credit losses of $22,064 and $10,122, respectively
719,114
361,721
Grower advance receivables, net of
allowances of $9,606 and $5,598, respectively
72,350
18,946
Other receivables, net of allowances of
$14,066 and $2,850, respectively
125,908
28,540
Inventories, net of allowances of $7,447
and $0, respectively
410,737
141,179
Prepaid expenses
45,339
16,570
Other current assets
11,011
2,936
Assets held-for-sale
200
—
Total current assets
1,641,335
730,395
Long-term investments
23,433
—
Investments in unconsolidated
affiliates
128,407
458,557
Actively marketed property
50,364
—
Property, plant and equipment, net of
accumulated depreciation of $283,677 and $160,111, respectively
1,430,850
219,665
Operating lease right-of-use assets
368,632
140,212
Goodwill
511,333
234,161
DOLE brand
306,280
—
Other intangible assets, net of
accumulated amortization of $117,499 and $119,576 respectively
62,046
65,634
Other assets
98,917
30,496
Deferred income tax assets
46,371
6,682
Total assets
$
4,667,968
$
1,885,802
LIABILITIES AND EQUITY
Accounts payable
$
696,766
$
474,528
Income taxes payable
10,316
2,589
Accrued liabilities
464,931
123,463
Bank overdrafts
9,395
11,243
Notes payable and current portion of
long-term debt, net
51,785
20,748
Current maturities of operating leases
73,046
21,910
Other tax
35,212
23,371
Contingent consideration
2,958
4,912
Pension and postretirement benefits
17,664
5,787
Dividends payable and current
liabilities
9,078
1,355
Total current liabilities
1,371,151
689,906
Long-term debt, net
1,297,808
314,840
Operating leases, less current
maturities
305,714
122,225
Deferred income tax liabilities
145,689
22,451
Income tax payable, less current
portion
40,439
—
Contingent consideration, less current
portion
4,302
5,786
Pension and postretirement benefits, less
current portion
152,149
23,607
Other long-term liabilities
105,310
18,755
Total liabilities
$
3,422,562
$
1,197,570
Commitments and contingent
liabilities:
Redeemable noncontrolling interests
32,776
30,317
Stockholders’ equity:
Common stock—$0.001 par value; 300,000,000
shares authorized and 94,877,706 shares outstanding as of December
31, 2021 and 1,000,000,000 shares authorized and 410,724,962 shares
outstanding as of December 31, 2020
950
4,865
Additional paid-in capital
792,223
198,232
Retained earnings
413,335
460,715
Accumulated other comprehensive loss
(125,919
)
(128,803
)
Total equity attributable to Dole plc
1,080,589
535,009
Equity attributable to noncontrolling
interests
132,041
122,906
Total equity
1,212,630
657,915
Total liabilities, redeemable
noncontrolling interests and equity
$
4,667,968
$
1,885,802
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 DFC by 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.
- All associated transaction costs reflected on January 1,
2020.
- Effective tax rate for 2020 (28.5%) and 2021 (26.0%).
- Applying the results of the Purchase Price Allocation (“PPA”)
exercise, acquisition accounting and debt refinancing to January 1,
2020:
- 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 pineapple 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. The pro-forma
results include the full reversal of these amounts, or $103.0
million, based on the life of the plants.
- 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.
- The interest expense for both years reflects the outcome of the
refinancing.
- Fair value loss on TP’s investment in DFC recorded on January
1, 2020.
- TP’s pickup of its 45.0% share of DFC’s net income has been
eliminated.
- EPS is calculated using shares in issue following the IPO and
additional share issuances.
- There is an adjustment in 2020 of $14.0 million and an
adjustment in 2021 of $9.8 million to reflect estimated ongoing
incremental public company costs of $14.0 million annualized.
Pro-forma Statement of Operations (Unaudited) – for the
quarters ended December 31, 2021 and 2020
Quarter Ended December 31,
2021
Quarter Ended December 31,
2020
(U.S. Dollars in thousands,
except per share amounts)
Revenues, net
$
2,251,480
$
2,201,392
Cost of sales
(2,115,837
)
(2,056,492
)
Gross profit
135,643
144,900
Selling, marketing and general and
administrative expenses
(134,374
)
(120,998
)
Gain on disposal of businesses
606
—
Gain on asset sales
(9,058
)
3,338
Operating income (expense)
(7,183
)
27,240
Other income (expense), net
760
(18,210
)
Interest income
2,112
1,817
Interest expense
(11,135
)
(11,135
)
Loss from continuing operations before
income taxes and equity earnings
(15,446
)
(288
)
Income tax benefit (expense)
9,882
(1,727
)
Equity in net earnings of investments
accounted for under the equity method
6,061
5,413
Income from continuing operations, net
of income taxes
497
3,398
Net income
497
3,398
Less: Net income attributable to
noncontrolling interests
(4,675
)
(3,552
)
Net (loss) attributable to Dole
plc
$
(4,178
)
$
(154
)
Net (loss) per share attributable to Dole
plc - basic
$
(0.04
)
$
0.00
Net (loss) per share attributable to Dole
plc - diluted
$
(0.04
)
$
0.00
Weighted average shares outstanding -
basis
94,878
94,878
Weighted average shares outstanding -
diluted
95,030
95,030
Pro-forma Statement of Operations (Unaudited) – for the years
ended December 31, 2021 and 2020
Year Ended December 31,
2021
Year Ended December 31,
2020
(U.S. Dollars in thousands,
except per share amounts)
Revenues, net
$
9,285,672
$
8,969,405
Cost of sales
(8,565,685
)
(8,373,252
)
Gross profit
719,987
596,153
Selling, marketing and general and
administrative expenses
(517,712
)
(479,030
)
Merger, transaction and other related
costs
—
(31,933
)
Gain on disposal of businesses
11
—
Impairment of property, plant &
equipment
—
(1,210
)
Gain on asset sales
3,323
11,181
Operating income
205,609
95,161
Other income (expense), net
20,572
(29,820
)
Interest income
5,321
5,735
Interest expense
(45,520
)
(45,520
)
Income from continuing operations
before income taxes and equity earnings
185,982
25,556
Income tax expense
(32,089
)
(9,622
)
Equity in net earnings of investments
accounted for under the equity method
23,658
13,294
Income from continuing operations, net
of income taxes
177,551
29,228
Loss from discontinued operations, net of
income taxes
—
(43
)
Net income
177,551
29,185
Less: Net income attributable to
noncontrolling interests
(25,900
)
(20,618
)
Net income attributable to Dole
plc
$
151,651
$
8,567
Net income per share attributable to Dole
plc - basic
$
1.60
$
0.09
Net income per share attributable to Dole
plc - diluted
$
1.60
$
0.09
Weighted average share outstanding -
basic
94,878
94,878
Weighted average shares outstanding -
diluted
95,030
95,030
Reconciliation from Pro-forma Net Income to Pro-forma
Adjusted EBITDA (Unaudited) – for the quarters ended December 31,
2021 and 2020
Quarter Ended December 31,
2021
Quarter Ended December 31,
2020
(U.S. Dollars in
thousands)
Net income
$
497
$
3,398
Interest expense from continuing
operations
11,135
11,135
Income tax (benefit) expense from
continuing operations
(9,882
)
1,727
EBIT
1,750
16,260
Depreciation
26,595
29,129
Amortization of intangible assets
3,168
2,936
Net unrealized loss (gain) on derivative
instruments
1,016
(4,953
)
Fair value movement on contingent
consideration
(94
)
1,213
Net unrealized (gain) loss on foreign
currency denominated borrowings
(2,222
)
10,015
Restructuring charges and onerous contract
costs
3,547
(249
)
Incremental charges on biological assets
and inventory related costs due to acquisition of Legacy Dole
—
17,021
Loss (gain) on asset sales
9,469
(4,488
)
(Gain) on disposal of businesses
(606
)
—
Fair value loss of other acquisitions
239
—
Insurance proceeds, asset write-downs and
disposals, net
888
1,484
Produce recall costs
17,649
—
Items in earnings for equity method
investments:
Dole's share of interest expense
208
266
Dole's share of income tax
(244
)
1,162
Dole's share of depreciation
1,172
1,287
Dole's share of amortization
756
757
Dole's share of other items
(2,180
)
—
Adjusted EBITDA
$
61,111
$
71,840
Reconciliation from Pro-forma Net Income to Pro-forma
Adjusted EBITDA (Unaudited) – for the years ended December 31, 2021
and 2020
Year Ended December 31,
2021
Year Ended December 31,
2020
(U.S. Dollars in
thousands)
Net income
$
177,551
$
29,185
Loss from discontinued operations, net of
income taxes
—
43
Interest expense from continuing
operations
45,520
45,520
Income tax expense from continuing
operations
32,089
9,622
EBIT
255,160
84,370
Depreciation
113,276
111,294
Amortization of intangible assets
11,404
11,548
Net unrealized loss (gain) on derivative
instruments
3,307
(11,296
)
Fair value movement on contingent
consideration
1,036
519
Merger, transaction and other related
costs
—
31,933
Impairment of property, plant &
equipment
—
1,210
Net unrealized (gain) loss on foreign
currency denominated borrowings
(9,478
)
20,126
Restructuring charges and onerous contract
costs
3,172
929
Incremental charges on biological assets
and inventory related costs due to acquisition of Legacy Dole
—
103,267
Loss (gain) on asset sales
177
(12,137
)
(Gain) on disposal of businesses
(11
)
—
Fair value loss of Legacy Dole
acquisition
—
4,023
Fair value (gain) of other
acquisitions
(7,670
)
—
COVID-19
—
10,877
(Gain) on disposal of equity method
investments
(1,096
)
—
Insurance proceeds, assets write-downs and
disposals, net
(18,494
)
1,428
Produce recall costs
17,649
—
Legal matters
14,610
—
Items in earnings for equity method
investments:
Dole's share of interest expense
1,321
1,400
Dole's share of income tax
2,930
4,027
Dole's share of depreciation
5,249
5,369
Dole's share of amortization
3,218
2,894
Dole's share of other items
(2,180
)
—
Adjusted EBITDA
$
393,580
$
371,781
Reconciliation from Pro-forma Net Income to Pro-forma
Adjusted Net Income (Unaudited) – for the quarters ended December
31, 2021 and 2020
Quarter Ended December 31,
2021
Quarter Ended December 31,
2020
(U.S. Dollars in
thousands)
(Loss) for the financial year
attributable to equity shareholders
$
(4,178
)
$
(154
)
Adjustments:
Amortization of intangible assets
3,168
2,936
Net unrealized loss (gain) on derivative
financial instruments
1,016
(4,953
)
Fair value movements on contingent
consideration
(94
)
1,213
Restructuring charges and onerous contract
costs
3,547
(249
)
(Gain) on disposal of businesses
(606
)
—
Loss (gain) on asset sales
9,469
(4,488
)
Fair value loss on other acquisitions
239
—
Incremental charges on biological assets
and inventory related costs due to acquisition of Legacy Dole
—
17,021
Produce recall costs
17,649
—
Insurance proceeds, asset write-downs and
disposals, net
888
1,484
Net unrealized (gain) loss on foreign
currency denominated borrowings
(2,222
)
10,015
Income tax (benefit) on items above
(4,969
)
(6,638
)
Income tax (benefit) expense on discrete
tax items
(7,881
)
1,809
NCI impact on items above
(972
)
(724
)
Items in earnings for equity method
investments
Dole's share of amortization on intangible
assets
756
757
Dole's share of other items
(2,180
)
—
Dole's share of income tax (benefit) on
items above
(120
)
(27
)
Adjusted earnings for EPS
calculation
$
13,510
$
18,002
Weighted average number of shares at end
of period ('000)
94,878
94,878
Adjusted basic earnings per
share
$
0.14
$
0.19
Diluted weighted average number of shares
('000)
95,030
95,030
Adjusted fully diluted earnings per
share
$
0.14
$
0.19
Reconciliation from Pro-forma Net Income to Pro-forma
Adjusted Net Income (Unaudited) – for the years ended December 31,
2021 and 2020
Year Ended December 31,
2021
Year Ended December 31,
2020
(U.S. Dollars in
thousands)
Profit for the financial year
attributable to equity shareholders
$
151,651
$
8,567
Adjustments:
Amortization of intangible assets
11,404
11,548
Net unrealized loss (gain) on derivative
financial instruments
3,307
(11,296
)
Fair value movements on contingent
consideration
1,036
519
Restructuring charges and onerous contract
costs
3,172
929
(Gain) on disposal of businesses
(11
)
—
Loss (gain) on asset sales
177
(12,137
)
Fair value gain on other acquisitions
(7,670
)
—
Legal matters
14,610
—
COVID-19
—
10,877
Merger, transaction and other related
costs
—
31,933
Impairment of property, plant &
equipment
—
1,210
Incremental charges on biological assets
and inventory related costs due to acquisition of Legacy Dole
—
103,267
Produce recall costs
17,649
—
Insurance proceeds, asset write-downs and
disposals, net
(18,494
)
1,428
Net unrealized (gain) loss on foreign
currency denominated borrowings
(9,478
)
20,126
Fair value loss of Legacy Dole
acquisition
—
4,023
(Gain) on disposal of equity method
investments
(1,096
)
—
Income tax (benefit) on items above
(5,579
)
(37,745
)
Income tax (benefit) on discrete tax
items
(16,267
)
(5,926
)
NCI impact on items above
(3,738
)
(3,544
)
Items in earnings for equity method
investments
Dole's share of intangible asset
amortization
3,218
2,894
Dole share of other items
(2,180
)
—
Dole's share of income tax (benefit) on
items above
(514
)
(377
)
Adjusted earnings for EPS
calculation
$
141,197
$
126,296
Weighted average number of shares at end
of period ('000)
94,878
94,878
Adjusted basic earnings per
share
$
1.49
$
1.33
Diluted weighted average number of shares
('000)
95,030
95,030
Adjusted fully diluted earnings per
share
$
1.49
$
1.33
Pro-forma Reconciliation (Unaudited) – for the full year
ended December 31, 2021
TP
DFC
Dole plc
FV & Intercompany
Adjustment
Transaction Costs
Ongoing plc Costs
Debt Adjustment
Tax Adjustment
Pro-forma Financial
Statements
(U.S. Dollars in
thousands)
Revenues, net
4,548,888
4,809,173
9,358,061
(72,389
)
—
—
—
—
9,285,672
Cost of sales
(4,179,155
)
(4,537,683
)
(8,716,838
)
151,153
—
—
—
—
(8,565,685
)
Gross profit
369,733
271,490
641,223
78,764
—
—
—
—
719,987
Selling, marketing and general and
administrative expenses
(290,047
)
(217,915
)
(507,962
)
—
—
(9,750
)
—
—
(517,712
)
Merger, transaction and other related
costs
(26,719
)
(5,214
)
(31,933
)
—
31,933
—
—
—
—
Gain on disposal of businesses
11
—
11
—
—
—
—
—
11
Gain on asset sales
581
7,372
7,953
(4,630
)
—
—
—
—
3,323
Operating income (expense), net
53,559
55,733
109,292
74,134
31,933
(9,750
)
—
—
205,609
Other income (expense), net
1,557
19,015
20,572
—
—
—
—
—
20,572
Interest income
2,594
2,727
5,321
—
—
—
—
—
5,321
Interest expense
(21,912
)
(44,790
)
(66,702
)
—
—
—
21,182
—
(45,520
)
Income (loss) before income taxes and
equity earnings
35,798
32,685
68,483
74,134
31,933
(9,750
)
21,182
—
185,982
Income tax (expense) benefit
(20,018
)
(30,787
)
(50,805
)
—
—
3,066
(6,660
)
22,310
(32,089
)
Equity in net earnings of investments
accounted for under the equity method
46,317
1,737
48,054
(24,396
)
—
—
—
—
23,658
Income from continuing operations, net
of income taxes
62,097
3,635
65,732
49,738
31,933
(6,684
)
14,522
22,310
177,551
Income from discontinued operations, net
of income taxes
—
—
—
—
—
—
—
—
—
Net income (loss)
62,097
3,635
65,732
49,738
31,933
(6,684
)
14,522
22,310
177,551
Less: Net income attributable to
noncontrolling interests
(23,004
)
(2,896
)
(25,900
)
—
—
—
—
—
(25,900
)
Net income (loss) attributable to Dole
plc
39,093
739
39,832
49,738
31,933
(6,684
)
14,522
22,310
151,651
Earnings per share:
Net income per share - basic
$
1.60
Net income per share - diluted
$
1.60
Weighted average shares outstanding
Basic
94,878
Diluted
95,030
Pro-forma Reconciliation (Unaudited) – for the full year
ended December 31, 2020
TP
DFC
Dole plc
FV & Intercompany
Adjustment
Transaction Costs
Ongoing plc Costs
Debt Adjustment
Tax Adjustment
Pro-forma Financial
Statements
(U.S. Dollars in
thousands)
Revenues, net
4,345,939
4,671,999
9,017,938
(48,533
)
—
—
—
—
8,969,405
Cost of sales
(4,012,348
)
(4,311,275
)
(8,323,623
)
(49,629
)
—
—
—
—
(8,373,252
)
Gross profit
333,591
360,724
694,315
(98,162
)
—
—
—
—
596,153
Selling, marketing and general and
administrative expenses
(264,448
)
(200,582
)
(465,030
)
—
—
(14,000
)
—
—
(479,030
)
Merger, transaction and other related
costs
(396
)
(661
)
(1,057
)
—
(30,876
)
—
—
—
(31,933
)
Impairment of property, plant &
equipment
(1,210
)
—
(1,210
)
—
—
—
—
—
(1,210
)
Gain on asset sales
—
11,181
11,181
—
—
—
—
—
11,181
Operating income (loss)
67,537
170,662
238,199
(98,162
)
(30,876
)
(14,000
)
—
—
95,161
Other income (expense), net
(515
)
(29,305
)
(29,820
)
—
—
—
—
—
(29,820
)
Interest income
2,604
3,131
5,735
—
—
—
—
—
5,735
Interest expense
(10,523
)
(78,250
)
(88,773
)
—
—
—
43,253
—
(45,520
)
Income (loss) from continuing
operations before income taxes and equity earnings
59,103
66,238
125,341
(98,162
)
(30,876
)
(14,000
)
43,253
—
25,556
Income tax (provision) benefit
(18,130
)
(23,782
)
(41,912
)
—
—
4,402
(13,600
)
41,488
(9,622
)
Equity in net earnings of investments
accounted for under the equity method
30,279
2,149
32,428
(19,134
)
—
—
—
—
13,294
Income from continuing operations, net
of income taxes
71,252
44,605
115,857
(117,296
)
(30,876
)
(9,598
)
29,653
41,488
29,228
Loss from discontinued operations, net of
income taxes
—
(43
)
(43
)
—
—
—
—
—
(43
)
Net income (loss)
71,252
44,562
115,814
(117,296
)
(30,876
)
(9,598
)
29,653
41,488
29,185
Less: Net income attributable to
noncontrolling interests
(18,764
)
(1,854
)
(20,618
)
—
—
—
—
—
(20,618
)
Net income (loss) attributable to Dole
plc
52,488
42,708
95,196
(117,296
)
(30,876
)
(9,598
)
29,653
41,488
8,567
Earnings per share:
Net income (loss) per share - basic
$
0.09
Net income (loss) per share - diluted
$
0.09
Weighted average shares outstanding
Basic
$
94,878
Diluted
$
95,030
Quarterly Pro-forma Financial Information (Unaudited)
Q1'21
Q2'21
Q3'21
Q4'21
FY'21
(U.S. Dollars in
thousands)
Pro-forma Revenue
$
2,265,763
$
2,462,392
$
2,306,037
$
2,251,480
$
9,285,672
Pro-forma Adjusted EBITDA
131,144
143,275
58,050
61,111
393,580
Pro-forma Earnings per Share
$
0.62
$
0.75
$
0.32
$
(0.04
)
$
1.60
Pro-forma Adjusted Earnings per Share
$
0.63
$
0.71
$
0.04
$
0.14
$
1.49
Q1'20
Q2'20
Q3'20
Q4'20
FY'20
(U.S. Dollars in
thousands)
Pro-forma Revenue
$
2,179,718
$
2,278,322
$
2,309,973
$
2,201,392
$
8,969,405
Pro-forma Adjusted EBITDA
97,646
109,885
92,410
71,840
371,781
Pro-forma Earnings per Share
$
(0.39
)
$
0.29
$
0.20
$
0.00
$
0.09
Pro-forma Adjusted Earnings per Share
$
0.44
$
0.37
$
0.32
$
0.19
$
1.33
Net Debt and Financial Leverage
Net Debt is the primary measure used by management to analyze
the Company’s capital structure and financial leverage. Net Debt is
a non-GAAP financial measure, calculated as cash and cash
equivalents, less current and long-term debt. It also excludes debt
discounts and debt issuance costs. The calculation of Net Debt and
financial leverage as of December 31, 2021 is presented below. Net
Debt as of December 31, 2021 was $1.1 billion and financial
leverage was 2.87x.
December 31, 2021
Unaudited
(U.S. Dollars in thousands)
Cash and cash equivalents
$
(250,561
)
Bank overdrafts
9,395
Notes payable and current portion of
long-term debt, net
51,785
Long-term debt, net
1,297,808
1,108,427
Less: Debt discounts and debt issuance
costs
21,063
Net Debt
$
1,129,490
Pro-forma Adjusted EBITDA
393,580
Financial Leverage: Net Debt /
Pro-forma Adjusted EBITDA
2.87x
The following tables reconcile revenue to pro-forma revenue
and Adjusted EBITDA to pro-forma Adjusted EBITDA for the quarters
and years ended December 31, 2021 and 2020:
Quarter Ended December 31,
2021
Quarter Ended December 31,
2020
Unaudited
(U.S. Dollars in thousands)
Revenue
$
2,251,480
$
1,054,655
Incremental revenue of 100% of DFC3
—
1,158,870
Effect of intercompany transactions in
period
—
(12,133
)
Pro-forma Revenue
$
2,251,480
$
2,201,392
Year Ended December 31,
2021
Year Ended December 31,
2020
Unaudited
(U.S. Dollars in thousands)
Revenue
$
6,454,402
$
4,345,939
Incremental revenue of 100% of DFC3
2,875,099
4,671,999
Effect of intercompany transactions in
period
(43,829
)
(48,533
)
Pro-forma Revenue
$
9,285,672
$
8,969,405
Quarter Ended December 31,
2021
Quarter Ended December 31,
2020
Unaudited
(U.S. Dollars in thousands)
Adjusted EBITDA
$
61,111
$
54,470
Less EBITDA of equity accounted 45% of
DFC
—
(18,358
)
Incremental EBITDA of 100% of DFC3
—
39,228
Pro-forma public company costs
—
(3,500
)
Pro-forma Adjusted EBITDA
$
61,111
$
71,840
Year Ended December 31,
2021
Year Ended December 31,
2020
Unaudited
(U.S. Dollars in thousands)
Adjusted EBITDA
$
290,126
$
251,541
Less EBITDA of equity accounted 45% of
DFC
(93,353
)
(114,117
)
Incremental EBITDA of 100% of DFC3
206,557
248,357
Pro-forma public company costs
(9,750
)
(14,000
)
Pro-forma Adjusted EBITDA
$
393,580
$
371,781
_______________________________ 3 Incremental revenue and EBITDA
from DFC relates to periods from January 1, 2021, to July 29, 2021,
and January 1, 2020, to December 31, 2020, respectively.
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 Adjusted EBITDA, 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.
Adjusted EBITDA is calculated from EBIT before discontinued
operations by: (1) adding depreciation charges; (2) adding
amortization charges; (3) adding merger, transaction and other
related costs; (4) adding the net unrealized loss or subtracting
the net unrealized gain on derivative instruments;(5) adding the
net unrealized loss or subtracting the net unrealized gain on
foreign denominated borrowings; (6) adding the net realized loss or
subtracting the net realized gain on noncash settled foreign
denominated intercompany borrowings; (7) adding or subtracting fair
value movements on contingent consideration; (8) adding impairment
charges on property, plant and equipment; (9) adding or subtracting
asset write-downs, net of insurance proceeds; (10) adding
incremental costs for produce recalls and related costs; (11)
subtracting the fair value gain or adding the fair value loss on
the acquisition of investments previously accounted for under the
equity method; (12) subtracting the gain or adding the loss on the
sale of investments accounted for under the equity method; (13)
subtracting the gain or adding the loss on the disposal of business
interests; (14) adding the loss or subtracting the gain on asset
sales for assets held-for-sale and actively marketed property; (15)
adding the incremental costs from the fair value uplift for
biological assets and inventory related to the acquisition of
Legacy Dole; (16) adding restructuring charges; (17) adding costs
for legal matters not in the ordinary course of business; and (18)
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. Costs related to COVID-19
are not added back after the fourth quarter of 2020. It also
includes the effect of the Company’s share of all listed items
within investments accounted for under the equity method.
Pro-forma EBIT before discontinued operations is calculated from
pro-forma net income (loss) by adding pro-forma interest expense
from continuing operations, adding the pro-forma income tax expense
or subtracting the pro-forma income tax benefit from continuing
operations, and adding any applicable pro-forma net loss from
discontinued operations.
Pro-forma Adjusted EBITDA is calculated from pro-forma EBIT
before discontinued operations by: (1) adding depreciation charges;
(2) adding amortization charges; (3) adding merger, transaction and
other related costs; (4) adding the net unrealized loss or
subtracting the net unrealized gain on derivative instruments; (5)
adding the net unrealized loss or subtracting the net unrealized
gain on foreign denominated borrowings; (6) adding the net realized
loss or subtracting the net realized gain on noncash settled
foreign denominated intercompany borrowings; (7) adding or
subtracting fair value movements on contingent consideration; (8)
adding impairment charges on property, plant and equipment; (9)
adding or subtracting asset write-downs, net of insurance proceeds;
(10) adding incremental costs for produce recalls and related
costs; (11) subtracting the fair value gain or adding the fair
value loss on the acquisition of investments previously accounted
for under the equity method; (12) subtracting the gain or adding
the loss on the sale of investments accounted for under the equity
method; (13) subtracting the gain or adding the loss on the
disposal of business interests; (14) adding the loss or subtracting
the gain on asset sales for assets held-for-sale and actively
marketed property; (15) adding the incremental costs from the fair
value uplift for biological assets and inventory related to the
acquisition of Legacy Dole; (16) adding restructuring charges; (17)
adding costs for legal matters not in the ordinary course of
business; and (18) 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. Costs related to COVID-19 are not added back after the
fourth quarter of 2020. It also includes the effect of 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 pro-forma net income (loss) attributable to Dole
plc by: (1) adding the loss from discontinued operations, net of
income tax; (2) adding intangible asset amortization charges; (3)
adding merger, transaction and other related costs; (4) adding net
unrealized loss or subtracting the net unrealized gain on
derivative instruments including interest rate swaps; (5) adding
the net unrealized loss or subtracting the net unrealized gain on
foreign denominated borrowings; (6) adding the net realized loss or
subtracting the net realized gain on noncash settled foreign
denominated intercompany borrowings; (7) adding or subtracting fair
value movements on contingent consideration; (8) adding impairment
charges on property, plant and equipment; (9) adding or subtracting
asset write-downs, net of insurance proceeds; (10) adding
incremental costs for produce recalls and related costs; (11)
subtracting the fair value gain or adding the fair value loss on
the acquisition of investments previously accounted for under the
equity method; (12) subtracting the gain or adding the loss on the
sale of investments accounted for under the equity method; (13)
subtracting the gain or adding the loss on the disposal of business
interests; (14) adding the loss or subtracting the gain on asset
sales for assets held-for-sale and actively marketed property; (15)
adding the incremental costs from the fair value uplift for
biological assets and inventory related to the acquisition of
Legacy Dole; (16) adding restructuring charges; (17) adding costs
for legal matters not in the ordinary course of business; (18)
adding back the expense or subtracting the benefit of U.S. Tax
Reform discrete income tax expense (benefit); and (19) 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 fourth quarter of 2020. It
also excludes the tax effect and the effect attributable to
non-controlling interests share of such items. It also includes the
effect of the Company’s share of all listed items within
investments accounted for under the equity method.
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.
Pro-forma EBIT before discontinued operations, Adjusted EBITDA,
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.
Dole is not able to provide a reconciliation for FY'22 Adjusted
EBITDA without undertaking unreasonable efforts.
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 fourth quarter and
full year 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 138905.
A replay of the call will be available through March 31, 2022,
by dialing 1-845-709-8569 or for international callers by dialing
+44 203 936 3001. The replay access code is 351400.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220315005563/en/
Investor Contact:
James O'Regan, Head of Investor Relations, Dole plc
joregan@totalproduce.com +353 1 887 2794
Media Contact:
Phil Elwood, Ogilvy philip.elwood@ogilvy.com +1 202 423 7957
Brian Bell, Ogilvy brian.bell@ogilvy.com +353 87 2436 130
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