Dole plc (NYSE: DOLE) ("Dole" or the "Group" or the "Company")
today released its financial results for the three months and year
ended December 31, 2022.
Highlights for the year ended December 31, 2022:
- First full year of Dole plc results post-acquisition
- Good progress made on integration of legacy businesses and
rebranding of European operations
- Launch of Dole Exotics and the "BeExotic" brand
- Released first Dole plc Sustainability Report, outlining medium
to long-term sustainability goals
- Post year end, announced the Agreement to sell our Fresh
Vegetables division to Fresh Express, for gross proceeds of
approximately $293.0 million
- Satisfactory full year financial performance delivered in a
challenging operating environment
- Full year revenue of $9.2 billion and Adjusted EBITDA1 of
$337.7 million, in-line with our latest guidance
Financial Highlights – Unaudited
Three Months Ended
Year Ended
December 31,
2022
December 31,
2021
December 31,
2022
December 31,
2021
December 31,
2021
Pro-forma2
(U.S. Dollars in millions, except
per share amounts)
Revenue
2,356
2,251
9,229
6,454
9,286
Net Income (Loss)
13.3
(24.6
)
111.7
16.8
177.6
Net Income (Loss) attributable to Dole
plc
6.8
(29.3
)
86.5
(7.2
)
151.7
Diluted EPS
0.07
(0.31
)
0.91
(0.10
)
1.60
Adjusted EBITDA1
74.4
61.1
337.7
290.1
393.6
Adjusted Net Income1
8.9
0.0
92.0
73.1
141.2
Adjusted Diluted EPS1
0.09
0.00
0.97
1.01
1.49
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 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 were very pleased to have a strong final quarter. We
delivered Adjusted EBITDA growth of 21.7% for the fourth quarter
and our full year revenue and Adjusted EBITDA were in line with
guidance.
“Post year end, we announced the sale of our Fresh Vegetables
business. This sale will strengthen the financial position of the
Group and increase our focus on our core activities.
“With our diversified product offering and wide geographic
footprint, we believe our business is well positioned for growth.
For the 2023 financial year, we are targeting Adjusted EBITDA of
$350.0 million.
“We thank all of our talented people for their dedication and
significant contributions during this past year.”
Group Results – Fourth Quarter
Revenue increased 4.7%, or $104.7 million, primarily due to
higher pricing across the Group. On a like-for-like basis3,
excluding the impact of foreign currency translation and
acquisitions and divestitures, revenue increased 10.2%, or $229.0
million, with growth across all segments.
Adjusted EBITDA increased 21.7%, or $13.3 million, primarily
driven by a strong quarter for the Fresh Fruit segment, partially
offset by challenges in our Diversified Americas and Diversified
EMEA segments and a loss in Fresh Vegetables. On a like-for-like
basis, Adjusted EBITDA increased 29.0%.
Adjusted Net Income increased $8.9 million, predominantly due to
the increases in Adjusted EBITDA, partially offset by a lower
income tax benefit and higher interest expense. Adjusted Diluted
EPS was $0.09 compared to $0.00 in the prior year.
Group Results – Full Year
Revenue decreased 0.6%, or $56.8 million, on a pro-forma
comparative basis; however, on a like-for-like basis, revenue
increased 5.0%. The increase was driven by inflation-justified
price increases across the Group.
Adjusted EBITDA decreased 14.2%, or $55.9 million, on a
pro-forma comparative basis, primarily due to losses incurred by
the Fresh Vegetables segment following a challenging year, as well
as the negative impact of foreign currency translation. On a
like-for-like basis, Adjusted EBITDA decreased 10.4%.
Adjusted Net Income decreased by 34.9%, or $49.2 million, on a
pro-forma comparative basis, predominantly due to the decrease in
Adjusted EBITDA and higher interest expense. Adjusted Diluted EPS
decreased by 34.9% to $0.97.
Vegetables Transaction
On January 30, 2023, we entered into a Stock Purchase Agreement
(the “Agreement”) with Fresh Express Acquisitions LLC (“Fresh
Express”), a wholly owned subsidiary of Chiquita Holdings Limited,
pursuant to which Fresh Express has agreed to acquire our Fresh
Vegetables division for approximately $293.0 million in cash,
subject to certain adjustments set forth in the Agreement (the
“Vegetables Transaction”). The Vegetables Transaction is expected
to close after regulatory approvals are obtained, subject to the
satisfaction or waiver of customary closing conditions.
_________________________
3 Like-for-like basis refers to the
measure excluding the impact of foreign currency translation
movements and acquisitions and divestitures. Refer to the Appendix
for further detail on these impacts and the calculation of
like-for-like variances.
Selected Segmental Financial Information
Three Months Ended
December 31, 2022
December 31, 2021
(U.S. Dollars in thousands)
Revenue
Adjusted EBITDA
Revenue
Adjusted EBITDA
Fresh Fruit
$
740,167
$
41,233
$
680,881
$
15,694
Diversified Fresh Produce - EMEA
751,594
23,630
815,330
29,363
Diversified Fresh Produce - Americas &
ROW
573,936
15,557
479,702
20,574
Fresh Vegetables
315,082
(6,026
)
296,848
(4,520
)
Intersegment
(24,581
)
—
(21,281
)
—
Total
$
2,356,198
$
74,394
$
2,251,480
$
61,111
Year Ended
December 31, 2022
December 31, 2021
Pro-forma
(U.S. Dollars in thousands)
Revenue
Adjusted EBITDA
Revenue
Adjusted EBITDA
Fresh Fruit
$
3,047,149
$
212,175
$
2,877,030
$
209,999
Diversified Fresh Produce - EMEA
3,152,561
114,718
3,438,341
131,126
Diversified Fresh Produce - Americas &
ROW
1,965,667
44,277
1,779,065
53,069
Fresh Vegetables
1,205,902
(33,446
)
1,280,594
(614
)
Intersegment
(142,426
)
—
(89,358
)
—
Total
$
9,228,853
$
337,724
$
9,285,672
$
393,580
Fourth Quarter Commentary
Fresh Fruit
Revenue increased 8.7%, or $59.3 million, compared to the prior
year quarter. Revenue was positively impacted by higher worldwide
pricing of bananas, higher commercial cargo revenues and increases
in volumes of pineapples sold in core markets, partially offset by
lower volumes of bananas sold.
Adjusted EBITDA increased significantly by 162.7%, or $25.5
million. Adjusted EBITDA was positively impacted by higher revenue,
partially offset by higher fruit sourcing costs and higher costs of
shipping, packaging and handling.
Diversified Fresh Produce – EMEA
Revenue decreased 7.8%, or $63.7 million, primarily driven by a
negative translation impact on currency of $117.3 million due to
the strengthening of the U.S. dollar against the European
currencies. On a like-for-like basis, revenue increased 6.9%, or
$56.6 million, primarily driven by inflation-justified price
increases across the segment.
Adjusted EBITDA decreased 19.5%, or $5.7 million. On a
like-for-like basis, excluding the negative impact of currency
translation of $4.4 million, Adjusted EBITDA decreased 4.8%, or
$1.4 million. The decrease in Adjusted EBITDA was primarily a
result of losses on crop yield in South Africa and a weaker quarter
in our Northern European and Irish businesses, offset by a stronger
performance by our Spanish, Czech and Dutch businesses.
Diversified Fresh Produce – Americas & ROW
Revenue increased 19.6%, or $94.2 million, primarily driven by
higher pricing and volumes of cherries in Chile, higher pricing for
potatoes and onions in North America and overall positive growth in
our North American operations.
Adjusted EBITDA decreased 24.4%, or $5.0 million. The decrease
in Adjusted EBITDA was primarily due to a weak season for Chilean
apples and kiwis and raspberries in North America, partially offset
by a strong start to the Chilean cherry season and continued
positive performance of potatoes and onions in North America.
Fresh Vegetables
Revenue increased 6.1%, or $18.2 million. This increase was
primarily driven by price increases realized for value-added
products and continued strong pricing of fresh-packed products,
partially offset by lower volumes of both value-added and
fresh-packed products.
Adjusted EBITDA decreased 33.3%, or $1.5 million. The decrease
in Adjusted EBITDA was primarily driven by a challenging quarter in
value-added products, due to sourcing challenges which led to lower
volumes and higher input costs, as well as by the continued impact
of inflationary cost increases on freight, packaging materials,
food ingredients and labor. These challenges in value-added
products were partially offset by improved performance for
fresh-packed products. The prior year quarter was adversely
impacted by the packaged salads recall announced on December 24,
2021.
Full Year Commentary
Fresh Fruit
Revenue increased 5.9%, or $170.1 million, on a pro-forma
comparative basis. The increase was predominantly driven by higher
worldwide pricing of bananas and higher commercial cargo
revenues.
Adjusted EBITDA increased 1.0%, or $2.2 million, on a pro-forma
comparative basis. Adjusted EBITDA was positively impacted by
higher revenue, partially offset by lower volumes of pineapples in
North America and higher costs of ocean and inland freight,
packaging, fertilizers and other materials.
Diversified Fresh Produce – EMEA
Revenue decreased 8.3%, or $285.8 million, on a pro-forma
comparative basis, primarily driven by a negative translation
impact on currency of $418.9 million and a net unfavorable impact
on revenue from acquisitions and divestitures of $92.6 million. On
a like-for-like basis, revenue increased 6.6%, or $225.7 million,
primarily driven by inflation-justified price increases across the
segment, as well as an increase in food service activity from the
general easing of COVID-19 restrictions.
Adjusted EBITDA decreased 12.5%, or $16.4 million, on a
pro-forma comparative basis. On a like-for-like basis, excluding
the negative impact of currency translation of $16.3 million,
Adjusted EBITDA was flat. Strong performance in our Spanish, U.K.
and Dutch businesses and an overall increase in average selling
prices was offset by logistical challenges on trading in Northern
Europe and losses on crop yield in South Africa.
Diversified Fresh Produce – Americas & ROW
Revenue increased 10.5%, or $186.6 million, on a pro-forma
comparative basis, primarily driven by higher pricing for potatoes
and onions in North America, as well as by good performance from
avocados and a strong start to the Chilean cherry season.
Adjusted EBITDA decreased 16.6%, or $8.8 million, on a pro-forma
comparative basis. The decrease in Adjusted EBITDA was primarily
due to a challenging end to the Chilean grape season, weaker
performance for apples and kiwis in South America and lower pricing
for raspberries in North America. These negative impacts were
partially offset by strong performance for potatoes, onions and
avocados in North America and growth for Chilean cherries.
Fresh Vegetables
Revenue decreased 5.8%, or $74.7 million, on a pro-forma
comparative basis. Revenue was impacted by lower volumes following
the packaged salads recall and plant suspension at the outset of
2022 and planned reduction of fresh-packed vegetables volumes.
Adjusted EBITDA decreased $32.8 million on a pro-forma
comparative basis. The decrease in Adjusted EBITDA was primarily a
result of lower revenue following the packaged salads recall and
inflationary cost increases in freight, packaging materials, food
ingredients and product sourcing. Unfavorable weather events in the
second half of the year also impacted product sourcing. These
challenges were partially offset by improved performance for
fresh-packed products.
Capital Expenditures
Capital expenditures for the year ended December 31, 2022 were
$98.0 million and included investments in farm renovations and
greenhouse projects across our growing regions, the acquisition of
an additional farm in Peru and ongoing investments in information
technology, logistics and efficiency projects in our warehouses and
processing facilities.
Net Debt
Net Debt as of December 31, 2022 was $1.0 billion.
Outlook and Strategic Priorities for Fiscal Year 2023
(forward-looking statement)
The operating environment in 2023 continues to bring both new
opportunities and new challenges.
We are continuing to see improvements in global supply chains
and signs of moderating inflation, which can have a positive impact
on our business. However, we have also witnessed further weather
events, such as colder weather in Spain and Northern Africa, which
have created challenges for importers in Northern Europe at the
start of the year.
Within our own business, we recently experienced a cybersecurity
incident identified as ransomware. We moved quickly to contain the
threat and have been working closely with leading cybersecurity
experts to remediate the issue and secure our systems. We have also
been cooperating with law enforcement. The incident had a limited
overall impact on our operations; however, it was disruptive for
our Chilean and Fresh Vegetables businesses in particular.
Overall, for full year 2023, we believe our business is well
positioned for growth. While forecasting in the current environment
is complex, we are targeting full year Adjusted EBITDA of $350.0
million. This target assumes no contribution from the Fresh
Vegetables division.
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 March 6, 2023, the Board of Directors of Dole plc declared a
cash dividend for the fourth quarter of 2022 of $0.08 per share,
payable on April 21, 2023 to shareholders of record on March 31,
2023. A cash dividend of $0.08 per share was paid on January 6,
2023 for the third 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 fourth quarter and
full year 2022 financial results. The webcast can be accessed at
www.doleplc.com/investors.
The conference call can be accessed live by dialing (646)
307-1963 in the US or +353 (1) 582 2023 in Ireland and +44 20 3481
4247 for UK and other international participants. The conference ID
is 4191785.
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 Statements of Operations -
Unaudited
Three Months Ended
Year Ended
December 31,
2022
December 31,
2021
December 31,
2022
December 31,
2021
December 31,
2021
Pro-forma
(U.S. Dollars and shares in
thousands, except per share amounts)
Revenues, net
$
2,356,198
$
2,251,480
$
9,228,853
$
6,454,402
$
9,285,672
Cost of sales4
(2,198,911
)
(2,157,090
)
(8,634,144
)
(6,105,271
)
(8,565,685
)
Gross profit
157,287
94,390
594,709
349,131
719,987
Selling, marketing, general and
administrative expenses4
(127,669
)
(130,873
)
(491,712
)
(349,769
)
(517,712
)
Merger, transaction and other related
costs
—
(1,258
)
—
(30,072
)
—
(Loss) gain on disposal of businesses
(50
)
606
192
11
11
Impairment of property, plant and
equipment
(397
)
—
(397
)
—
—
Gain on asset sales
2,559
319
11,634
581
3,323
Operating income (loss)
31,730
(36,816
)
114,426
(30,118
)
205,609
Other income (expense), net
(9,112
)
791
11,322
8,658
20,572
Interest income
2,046
2,112
6,642
3,938
5,321
Interest expense
(19,761
)
(12,843
)
(61,485
)
(27,030
)
(45,520
)
Income (loss) before income taxes and
equity earnings
4,903
(46,756
)
70,905
(44,552
)
185,982
Income tax benefit (expense)
5,704
18,171
34,059
13,333
(32,089
)
Equity method earnings
2,698
4,009
6,726
48,027
23,658
Net income (loss)
13,305
(24,576
)
111,690
16,808
177,551
Less: Net income attributable to
noncontrolling interests
(6,524
)
(4,675
)
(25,194
)
(24,027
)
(25,900
)
Net income (loss) attributable to Dole
plc
$
6,781
$
(29,251
)
$
86,496
$
(7,219
)
$
151,651
Net income (loss) per share attributable
to Dole plc – basic
$
0.07
$
(0.31
)
$
0.91
$
(0.10
)
$
1.60
Net income (loss) per share attributable
to Dole plc – diluted
$
0.07
$
(0.31
)
$
0.91
$
(0.10
)
$
1.60
Weighted average shares outstanding –
basic
94,899
94,878
94,886
72,190
94,878
Weighted average shares outstanding –
diluted
94,928
95,041
94,906
72,190
95,030
4 The consolidated statement of operations
for the three months ended December 31, 2021 reflects a
reclassification of $30.7 million to selling, marketing, general
and administrative expenses from cost of sales in order to correct
the presentation of expenses. Management does not believe such
reclassification is necessary in the consolidated statement of
operations for the year ended December 31, 2021.
Consolidated Balance Sheets - Unaudited
December 31,
2022
December 31,
2021
ASSETS
(U.S. Dollars in thousands)
Cash and cash equivalents
$
228,840
$
250,561
Short-term investments
5,367
6,115
Trade receivables, net of allowances for
credit losses of $19,130 and $22,064, respectively
605,154
719,114
Grower advance receivables, net of
allowances of $15,817 and $9,606, respectively
120,940
72,350
Other receivables, net of allowances of
$14,810 and $14,066, respectively
137,575
125,908
Inventories, net of allowances of $4,410
and $7,447, respectively
436,878
410,737
Prepaid expenses
55,045
45,339
Other current assets
15,034
11,011
Assets held-for-sale
645
200
Total current assets
1,605,478
1,641,335
Long-term investments
16,498
23,433
Investments in unconsolidated
affiliates
124,239
128,407
Actively marketed property..
31,007
50,364
Property, plant and equipment, net of
accumulated depreciation of $404,009 and $283,677, respectively
1,343,307
1,430,850
Operating lease right-of-use assets
392,797
368,632
Goodwill
497,453
511,333
DOLE brand
306,280
306,280
Other intangible assets, net of
accumulated amortization of $120,315 and $117,499 respectively
50,990
62,046
Other assets
159,681
98,917
Deferred tax assets, net
64,112
46,371
Total assets
$
4,591,842
$
4,667,968
LIABILITIES AND EQUITY
Accounts payable
$
729,615
$
696,766
Income taxes payable
11,558
10,316
Accrued liabilities
465,626
464,931
Bank overdrafts
8,623
9,395
Current portion of long-term debt, net
97,435
51,785
Current maturities of operating leases
81,968
73,046
Payroll and other tax
28,913
35,212
Contingent consideration
1,791
2,958
Pension and postretirement benefits
17,287
17,664
Dividends payable and other current
liabilities
17,698
9,078
Total current liabilities
1,460,514
1,371,151
Long-term debt, net
1,127,321
1,297,808
Operating leases, less current
maturities
320,272
305,714
Deferred tax liabilities, net
143,376
145,689
Income tax payable, less current
portion
30,458
40,439
Contingent consideration, less current
portion
5,022
4,302
Pension and postretirement benefits, less
current portion
124,646
152,149
Other long-term liabilities
61,248
105,310
Total liabilities
$
3,272,857
$
3,422,562
Commitments and contingent
liabilities:
Redeemable noncontrolling interests
32,311
32,776
Stockholders’ equity:
Common stock — $0.01 par value;
300,000,000 shares authorized and 94,899,194 shares outstanding as
of December 31, 2022 and 300,000,000 shares authorized and
94,877,706 shares outstanding as of December 31, 2021
949
950
Additional paid-in capital
795,063
792,223
Retained earnings
469,249
413,335
Accumulated other comprehensive loss
(104,133
)
(125,919
)
Total equity attributable to Dole
plc
1,161,128
1,080,589
Equity attributable to noncontrolling
interests
125,546
132,041
Total equity
1,286,674
1,212,630
Total liabilities, redeemable
noncontrolling interests and equity
$
4,591,842
$
4,667,968
Consolidated Statements of Cash Flows -
Unaudited
Year Ended
December 31,
2022
December 31,
2021
Operating Activities
(U.S. Dollars in thousands)
Net income
$
111,690
$
16,808
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization
130,997
72,955
Incremental charges on purchase accounting
valuation of biological assets and inventory
41,145
65,916
Net (gain) on sale of assets and asset
write-offs
(11,634
)
(581
)
Impairment of property, plant and
equipment
397
—
Net (gain) loss on financial
instruments
7,167
(3,910
)
Stock-based compensation expense
4,500
815
Equity method earnings
(6,726
)
(48,027
)
Net (gain) on disposal of businesses
(192
)
(11
)
Amortization of debt discounts and debt
issuance costs
6,213
2,634
Deferred tax (benefit)
(35,044
)
(23,168
)
Pension and other postretirement benefit
plan expense
3,151
2,913
Dividends received from equity method
investees
9,817
12,137
Fair value movement on contingent
consideration
(14
)
1,036
Other
(194
)
2,322
Changes in operating assets and
liabilities:
Receivables, net of allowances
19,708
(20,542
)
Inventories
(38,252
)
(56,603
)
Accrued and other current and long-term
liabilities
(3,837
)
(8,315
)
Cash flow provided by operating
activities
238,892
16,379
Investing Activities
Sales of assets
36,676
26,308
Capital expenditures
(97,998
)
(65,438
)
Acquisitions, net of cash acquired
(4,886
)
103,595
Proceeds from sales investment in
unconsolidated affiliates
421
10,607
Insurance proceeds
2,278
10,455
Purchases of investments
(458
)
(1,210
)
Investments in unconsolidated
affiliates
(3,450
)
(1,833
)
Other
912
332
Cash flow provided by (used in) investing
activities
(66,505
)
82,816
Financing Activities
Proceeds from borrowings and
overdrafts
1,293,280
2,145,427
Repayments on borrowings and
overdrafts
(1,411,467
)
(2,487,130
)
Payment of debt issuance costs
(304
)
(22,133
)
Dividends paid to shareholders
(30,364
)
(17,092
)
Dividends paid to noncontrolling
interests
(21,632
)
(21,683
)
Other noncontrolling interest activity,
net
—
382
Proceeds from exercise of stock
options
—
7,041
Payments of contingent consideration
(2,909
)
(5,031
)
Proceeds received from issuance of common
stock in initial public offering, net of issuance costs
—
398,876
Cash flow (used in) financing
activities
(173,396
)
(1,343
)
Effect of foreign currency exchange rate
changes on cash
(20,712
)
(7,794
)
Increase (decrease) in cash and cash
equivalents
(21,721
)
90,058
Cash and cash equivalents at beginning of
period
250,561
160,503
Cash and cash equivalents at end of
period
$
228,840
$
250,561
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
Year Ended
December 31,
2022
December 31,
2021
December 31,
2022
December 31,
2021
December 31,
2021
Pro-forma
(U.S. Dollars in thousands)
Net income (Reported GAAP)
$
13,305
$
(24,576
)
$
111,690
$
16,808
$
177,551
Income tax (benefit) expense
(5,704
)
(18,171
)
(34,059
)
(13,333
)
32,089
Interest expense
19,761
12,843
61,485
27,030
45,520
Merger, transaction and other related
costs
—
1,258
—
30,072
—
Mark to market (gains) losses
8,868
(1,304
)
3,049
(3,160
)
(5,135
)
(Gain) on asset sales
(1,970
)
—
(10,316
)
—
177
Produce recalls
—
17,649
15,809
17,649
17,649
Incremental charges on biological assets
and inventory related costs due to acquisition of Legacy Dole
681
36,736
41,145
65,916
—
Other items5, 6
1,053
5,482
(230
)
(959
)
(9,489
)
Adjustments from equity method
investments
2,614
(1,866
)
7,540
43,540
2,071
Adjusted EBIT (Non-GAAP)
38,608
28,051
196,113
183,563
260,433
Depreciation
30,525
27,235
120,104
61,551
113,276
Amortization of intangible assets
2,645
3,183
10,893
11,404
11,404
Depreciation and amortization adjustments
from equity method investments
2,616
2,642
10,614
33,608
8,467
Adjusted EBITDA (Non-GAAP)
$
74,394
$
61,111
$
337,724
$
290,126
$
393,580
5 For the three months ended December 31,
2022, other items is primarily comprised of $0.4 million of
impairment charges on property, plant and equipment, $0.5 million
of net losses on equity method disposals and other immaterial
items. For the three months ended December 31, 2021, other items is
comprised of $2.3 million of net fair value losses on equity method
investments, $3.2 million of legal and restructuring costs and $0.6
million of asset write-downs, net of insurance proceeds, partially
offset by $0.6 million of net gains on disposal of businesses.
6 For the year ended December 31, 2022,
other items is primarily comprised of $0.9 million of net legal and
restructuring adjustments, $0.5 million of insurance proceeds, net
of asset write-downs, and other immaterial items, partially offset
by $0.5 million of net losses on equity method acquisitions and
disposals and $0.4 million of impairment on property, plant and
equipment. For the year ended December 31, 2021, other items is
comprised of $3.6 million of net fair value gains on equity method
investments and $1.1 million of gains on disposal of equity method
investments, partially offset by $3.2 million of legal and
restructuring costs and $0.6 million of asset write-downs, net of
insurance proceeds; and on a pro-forma basis, for the year ended
December 31, 2021, it is comprised of $18.5 million of insurance
proceeds, net of asset write-downs, $7.7 million of net fair value
gains on equity method investments and $1.1 million of gains on
disposal of equity method investments, partially offset by $17.8
million of net restructuring and legal costs.
Reconciliation from Net Income attributable to Dole plc
shareholders to Adjusted Net Income - Unaudited
The following information is provided to give quantitative
information related to items impacting comparability. Refer to the
'Non-GAAP Financial Measures' section of this document for
additional detail on each item. Refer to the Appendix for
supplementary detail.
Three Months Ended
Year Ended
December 31,
2022
December 31,
2021
December 31,
2022
December 31,
2021
December 31,
2021
Pro-forma
(U.S. Dollars and shares in
thousands, except per share amounts)
Net income (loss) attributable to Dole
plc (Reported GAAP)
$
6,781
$
(29,251
)
$
86,496
$
(7,219
)
$
151,651
Adjustments:
Amortization of intangible assets
2,645
3,183
10,893
11,404
11,404
Merger, transaction and other related
costs
—
1,258
—
30,072
—
Mark to market (gains) losses
8,868
(1,304
)
3,049
(3,160
)
(5,135
)
(Gain) loss on asset sales
(1,970
)
—
(10,316
)
—
177
Produce recalls
—
17,649
15,809
17,649
17,649
Incremental charges on biological assets
and inventory related costs due to acquisition of Legacy Dole
681
36,736
41,145
65,916
—
Other items7, 8
1,053
5,482
(230
)
(959
)
(9,489
)
Adjustments from equity method
investments
662
476
2,580
1,179
1,038
Income tax on items above and discrete tax
items
(8,894
)
(33,266
)
(54,283
)
(38,073
)
(22,360
)
NCI impact on items above
(898
)
(949
)
(3,187
)
(3,673
)
(3,738
)
Adjusted Net Income for Adjusted EPS
calculation (Non-GAAP)
$
8,928
$
14
$
91,956
$
73,136
$
141,197
Adjusted earnings per share – basic
(Non-GAAP)
$
0.09
$
—
$
0.97
$
1.01
$
1.49
Adjusted earnings per share – diluted
(Non-GAAP)
$
0.09
$
—
$
0.97
$
1.01
$
1.49
Weighted average shares outstanding –
basic
94,899
94,878
94,886
72,190
94,878
Weighted average shares outstanding –
diluted
94,928
95,041
94,906
72,190
95,030
7 For the three months ended December 31,
2022, other items is primarily comprised of $0.4 million of
impairment charges on property, plant and equipment, $0.5 million
of net losses on equity method disposals and other immaterial
items. For the three months ended December 31, 2021, other items is
comprised of $2.3 million of net fair value losses on equity method
investments, $3.2 million of legal and restructuring costs and $0.6
million of asset write-downs, net of insurance proceeds, partially
offset by $0.6 million of net gains on disposal of businesses.
8 For the year ended December 31, 2022,
other items is primarily comprised of $0.9 million of net legal and
restructuring adjustments, $0.5 million of insurance proceeds, net
of asset write-downs, and other immaterial items, partially offset
by $0.5 million of net losses on equity method acquisitions and
disposals and $0.4 million of impairment on property, plant and
equipment. For the year ended December 31, 2021, other items is
comprised of $3.6 million of net fair value gains on equity method
investments and $1.1 million of gains on disposal of equity method
investments, partially offset by $3.2 million of legal and
restructuring costs and $0.6 million of asset write-downs, net of
insurance proceeds; and on a pro-forma basis, for the year ended
December 31, 2021, it is comprised of $18.5 million of insurance
proceeds, net of asset write-downs, $7.7 million of net fair value
gains on equity method investments and $1.1 million of gains on
disposal of equity method investments, partially offset by $17.8
million of net restructuring and legal costs.
Supplemental Reconciliation of Prior Year Segment Results to
Current Year Segment Results - Unaudited
Revenue for the Three Months
Ended
December 31,
2021
Impact of
Foreign
Currency
Translation
Impact of
Acquisitions
and Divestitures
Like-for-like
Increase
(Decrease)
December 31,
2022
(U.S. Dollars in thousands)
Fresh Fruit
$
680,881
$
—
$
—
$
59,286
$
740,167
Diversified Fresh Produce - EMEA
815,330
(117,318
)
(2,995
)
56,577
751,594
Diversified Fresh Produce - Americas &
ROW
479,702
(4,017
)
—
98,251
573,936
Fresh Vegetables
296,848
—
—
18,234
315,082
Intersegment
(21,281
)
—
—
(3,300
)
(24,581
)
Total
$
2,251,480
$
(121,335
)
$
(2,995
)
$
229,048
$
2,356,198
Adjusted EBITDA for the Three
Months Ended
December 31,
2021
Impact of
Foreign
Currency
Translation
Impact of
Acquisitions
and Divestitures
Like-for-like
Increase
(Decrease)
December 31,
2022
(U.S. Dollars in thousands)
Fresh Fruit
$
15,694
$
(132
)
$
—
$
25,671
$
41,233
Diversified Fresh Produce - EMEA
29,363
(4,396
)
64
(1,401
)
23,630
Diversified Fresh Produce - Americas &
ROW
20,574
59
(16
)
(5,060
)
15,557
Fresh Vegetables
(4,520
)
(29
)
—
(1,477
)
(6,026
)
Total
$
61,111
$
(4,498
)
$
48
$
17,733
$
74,394
Revenue for the Year
Ended
December 31,
2021
Pro-forma
Impact of
Foreign
Currency
Translation
Impact of
Acquisitions
and Divestitures
Like-for-like
Increase
(Decrease)
December 31,
2022
(U.S. Dollars in thousands)
Fresh Fruit
$
2,877,030
$
—
$
—
$
170,119
$
3,047,149
Diversified Fresh Produce - EMEA
3,438,341
(418,892
)
(92,580
)
225,692
3,152,561
Diversified Fresh Produce - Americas &
ROW
1,779,065
(7,688
)
—
194,290
1,965,667
Fresh Vegetables
1,280,594
—
—
(74,692
)
1,205,902
Intersegment
(89,358
)
—
—
(53,068
)
(142,426
)
Total
$
9,285,672
$
(426,580
)
$
(92,580
)
$
462,341
$
9,228,853
Adjusted EBITDA for the Year
Ended
December 31,
2021
Pro-forma
Impact of
Foreign
Currency
Translation
Impact of
Acquisitions
and Divestitures
Like-for-like
Increase
(Decrease)
December 31,
2022
(U.S. Dollars in thousands)
Fresh Fruit
$
209,999
$
1,027
$
—
$
1,149
$
212,175
Diversified Fresh Produce - EMEA
131,126
(16,349
)
(63
)
4
114,718
Diversified Fresh Produce - Americas &
ROW
53,069
326
(16
)
(9,102
)
44,277
Fresh Vegetables
(614
)
226
—
(33,058
)
(33,446
)
Total
$
393,580
$
(14,770
)
$
(79
)
$
(41,007
)
$
337,724
Supplemental Reconciliation from Net Income attributable to
Dole plc 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.
Three Months Ended December
31, 2022
(U.S. Dollars in thousands)
Revenues,
net
Cost of
sales
Gross
profit
Gross
Margin
%
Selling,
marketing,
general and
administration
expenses
Other
operating
charges9
Operating
Income
Reported (GAAP)
$
2,356,198
(2,198,911
)
157,287
6.7
%
(127,669
)
2,112
$
31,730
Amortization of intangible assets
—
—
—
2,645
—
2,645
Merger, transaction and other related
costs
—
—
—
—
—
—
Mark to market (gains) losses
—
476
476
—
—
476
(Gain) loss on asset sales
—
—
—
—
(1,970
)
(1,970
)
Produce recalls
—
—
—
—
—
—
Incremental charges on biological assets
and inventory from the Acquisition
—
681
681
—
—
681
Other items
—
(452
)
(452
)
—
961
509
Adjustments from equity method
investments
—
—
—
—
—
—
Income tax on items above and discrete tax
items
—
—
—
—
—
—
NCI impact on items above
—
—
—
—
—
—
Adjusted (Non-GAAP)
$
2,356,198
(2,198,206
)
157,992
6.7
%
(125,024
)
1,103
$
34,071
Three Months Ended December
31, 2021
(U.S. Dollars in thousands)
Revenues,
net
Cost of
sales
Gross
profit
Gross
Margin
%
Selling,
marketing,
general and
administration
expenses
Other
operating
charges10
Operating
Income (Loss)
Reported (GAAP)
$
2,251,480
(2,157,090
)
94,390
4.2
%
(130,873
)
(333
)
$
(36,816
)
Amortization of intangible assets
—
—
—
3,183
—
3,183
Merger, transaction and other related
costs
—
—
—
—
1,258
1,258
Mark to market (gains) losses
—
3,353
3,353
—
—
3,353
(Gain) loss on asset sales
—
—
—
—
—
—
Produce recalls
—
17,649
17,649
—
—
17,649
Incremental charges on biological assets
and inventory from the Acquisition
—
36,736
36,736
—
—
36,736
Other items
—
639
639
—
2,566
3,205
Adjustments from equity method
investments
—
—
—
—
—
—
Income tax on items above and discrete tax
items
—
—
—
—
—
—
NCI impact on items above
—
—
—
—
—
—
Adjusted (Non-GAAP)
$
2,251,480
(2,098,713
)
152,767
6.8
%
(127,690
)
3,491
$
28,568
9 Other operating charges for the three
months ended December 31, 2022 is primarily comprised of a $2.6
million gain on asset sales, partially offset by a $0.4 million
impairment of property, plant and equipment, as reported in the
consolidated statements of operations.
10 Other operating charges for the three
months ended December 31, 2021 is primarily comprised of merger,
transaction and other related costs of $1.3 million, partially
offset by gains from disposal of businesses of $0.6 million, as
reported in the consolidated statements of operations.
Three Months Ended December
31, 2022
(U.S. Dollars in thousands)
Other income,
net
Interest
income
Interest
expense
Income tax
benefit
(expense)
Equity
earnings
Net Income
Net income
attributable to
noncontrolling
interests (NCI)
Reported (GAAP)
$
(9,112
)
2,046
(19,761
)
5,704
2,698
13,305
$
(6,524
)
Amortization of intangible assets
—
—
—
—
—
2,645
—
Merger, transaction and other related
costs
—
—
—
—
—
—
—
Mark to market (gains) losses
8,392
—
—
—
—
8,868
—
(Gain) loss on asset sales
—
—
—
—
—
(1,970
)
—
Produce recalls
—
—
—
—
—
—
—
Incremental charges on biological assets
and inventory from the Acquisition
—
—
—
—
—
681
—
Other items
—
—
—
—
544
1,053
—
Adjustments from equity method
investments
—
—
—
—
662
662
—
Income tax on items above and discrete tax
items
—
—
—
(8,795
)
(99
)
(8,894
)
—
NCI impact on items above
—
—
—
—
—
—
(898
)
Adjusted (Non-GAAP)
$
(720
)
2,046
(19,761
)
(3,091
)
3,805
16,350
$
(7,422
)
Three Months Ended December
31, 2021
(U.S. Dollars in thousands)
Other income,
net
Interest
income
Interest
expense
Income tax
benefit
(expense)
Equity
earnings
Net Income
Net income
attributable to
noncontrolling
interests (NCI)
Reported (GAAP)
$
791
2,112
(12,843
)
18,171
4,009
(24,576
)
$
(4,675
)
Amortization of intangible assets
—
—
—
—
—
3,183
—
Merger, transaction and other related
costs
—
—
—
—
—
1,258
—
Mark to market (gains) losses
(4,657
)
—
—
—
—
(1,304
)
—
(Gain) loss on asset sales
—
—
—
—
—
—
—
Produce recalls
—
—
—
—
—
17,649
—
Incremental charges on biological assets
and inventory from the Acquisition
—
—
—
—
—
36,736
—
Other items
—
—
—
—
2,277
5,482
—
Adjustments from equity method
investments
—
—
—
—
476
476
—
Income tax on items above and discrete tax
items
—
—
—
(32,909
)
(357
)
(33,266
)
—
NCI impact on items above
—
—
—
—
—
—
(949
)
Adjusted (Non-GAAP)
$
(3,866
)
2,112
(12,843
)
(14,738
)
6,405
5,638
$
(5,624
)
Three Months Ended
December 31, 2022
Three Months Ended
December 31, 2021
(U.S. Dollars and shares in
thousands, except per share
amounts)
(U.S. Dollars and shares in
thousands, except per share
amounts)
Net income
attributable to
Dole plc
Diluted net
income per
share
Net income (loss)
attributable to
Dole plc
Diluted net
income (loss)
per share
Reported (GAAP)
$
6,781
$
0.07
$
(29,251
)
$
(0.31
)
Amortization of intangible assets
2,645
3,183
Merger, transaction and other related
costs..
—
1,258
Mark to market (gains) losses
8,868
(1,304
)
(Gain) loss on asset sales..
(1,970
)
—
Produce recalls..
—
17,649
Incremental charges on biological assets
and inventory from the Acquisition..
681
36,736
Other items..
1,053
5,482
Adjustments from equity method
investments..
662
476
Income tax on items above and discrete tax
items..
(8,894
)
(33,266
)
NCI impact on items above
(898
)
(949
)
Adjusted (Non-GAAP)
$
8,928
$
0.09
$
14
$
—
Weighted average shares outstanding –
diluted
94,928
95,041
Year Ended December 31,
2022
(U.S. Dollars in thousands)
Revenues,
net
Cost of
sales
Gross
profit
Gross
Margin
%
Selling,
marketing,
general and
administration
expenses
Other
operating
charges11
Operating
Income
Reported (GAAP)
$
9,228,853
(8,634,144
)
594,709
6.4
%
(491,712
)
11,429
$
114,426
Amortization of intangible assets
—
—
—
10,893
—
10,893
Merger, transaction and other related
costs
—
—
—
—
—
—
Mark to market (gains) losses
—
2,848
2,848
—
—
2,848
(Gain) loss on asset sales
—
—
—
—
(10,316
)
(10,316
)
Produce recalls
—
15,809
15,809
—
—
15,809
Incremental charges on biological assets
and inventory from the Acquisition
—
41,145
41,145
—
—
41,145
Other items
—
(452
)
(452
)
(909
)
587
(774
)
Adjustments from equity method
investments
—
—
—
—
—
—
Income tax on items above and discrete tax
items
—
—
—
—
—
—
NCI impact on items above
—
—
—
—
—
—
Adjusted (Non-GAAP)
$
9,228,853
(8,574,794
)
654,059
7.1
%
(481,728
)
1,700
$
174,031
Year Ended December 31,
2021
(U.S. Dollars in thousands)
Revenues,
net
Cost of
sales
Gross
profit
Gross
Margin
%
Selling,
marketing,
general and
administration
expenses
Other
operating
charges12
Operating
Income
Reported (GAAP)
$
6,454,402
(6,105,271
)
349,131
5.4
%
(349,769
)
(29,480
)
$
(30,118
)
Amortization of intangible assets
—
—
—
11,404
—
11,404
Merger, transaction and other related
costs..
—
—
—
—
30,072
30,072
Mark to market (gains) losses
—
1,257
1,257
—
—
1,257
(Gain) loss on asset sales..
—
—
—
—
—
—
Produce recalls..
—
17,649
17,649
—
—
17,649
Incremental charges on biological assets
and inventory from the Acquisition..
—
65,916
65,916
—
—
65,916
Other items..
—
623
623
—
3,161
3,784
Adjustments from equity method
investments..
—
—
—
—
—
—
Income tax on items above and discrete tax
items..
—
—
—
—
—
—
NCI impact on items above
—
—
—
—
—
—
Adjusted (Non-GAAP)
$
6,454,402
(6,019,826
)
434,576
6.7
%
(338,365
)
3,753
$
99,964
11 Other operating charges for the year
ended December 31, 2022 is primarily comprised of a $11.6 million
gain on asset sales, partially offset by a $0.4 million impairment
of property, plant and equipment, as reported in the consolidated
statements of operations.
12 Other operating charges for the year
ended December 31, 2021 is primarily comprised of merger,
transaction and other related costs of $30.1 million, partially
offset by a gain on asset sales of $0.6 million, as reported in the
consolidated statements of operations.
Year Ended December 31,
2022
(U.S. Dollars in thousands)
Other income,
net
Interest
income
Interest
expense
Income tax
benefit
(expense)
Equity
earnings
Net Income
Net income
attributable to
noncontrolling
interests (NCI)
Reported (GAAP)
$
11,322
6,642
(61,485
)
34,059
6,726
111,690
$
(25,194
)
Amortization of intangible assets
—
—
—
—
—
10,893
—
Merger, transaction and other related
costs
—
—
—
—
—
—
—
Mark to market (gains) losses
201
—
—
—
—
3,049
—
(Gain) loss on asset sales
—
—
—
—
—
(10,316
)
—
Produce recalls
—
—
—
—
—
15,809
—
Incremental charges on biological assets
and inventory from the Acquisition
—
—
—
—
—
41,145
—
Other items
—
—
—
—
544
(230
)
—
Adjustments from equity method
investments
—
—
—
—
2,580
2,580
—
Income tax on items above and discrete tax
items
—
—
—
(53,876
)
(407
)
(54,283
)
—
NCI impact on items above
—
—
—
—
—
—
(3,187
)
Adjusted (Non-GAAP)
$
11,523
6,642
(61,485
)
(19,817
)
9,443
120,337
$
(28,381
)
Year Ended December 31,
2021
(U.S. Dollars in thousands)
Other income,
net
Interest
income
Interest
expense
Income tax
expense
Equity
earnings
Net Income
Net income
attributable to
noncontrolling
interests (NCI)
Reported (GAAP)
$
8,658
3,938
(27,030
)
13,333
48,027
16,808
$
(24,027
)
Amortization of intangible assets
—
—
—
—
—
11,404
—
Merger, transaction and other related
costs
—
—
—
—
—
30,072
—
Mark to market (gains) losses
(4,417
)
—
—
—
—
(3,160
)
—
(Gain) loss on asset sales
—
—
—
—
—
—
—
Produce recalls
—
—
—
—
—
17,649
—
Incremental charges on biological assets
and inventory from the Acquisition
—
—
—
—
—
65,916
—
Other items
—
—
—
—
(4,743
)
(959
)
—
Adjustments from equity method
investments
—
—
—
—
1,179
1,179
—
Income tax on items above and discrete tax
items
—
—
—
(39,406
)
1,333
(38,073
)
—
NCI impact on items above
—
—
—
—
—
—
(3,673
)
Adjusted (Non-GAAP)
$
4,241
3,938
(27,030
)
(26,073
)
45,796
100,836
$
(27,700
)
Year Ended
December 31, 2022
Year Ended
December 31, 2021
(U.S. Dollars and shares in
thousands, except per share
amounts)
(U.S. Dollars and shares in
thousands, except per share
amounts)
Net income
attributable to
Dole plc
Diluted net
income per
share
Net income
attributable to
Dole plc
Diluted net
income per
share
Reported (GAAP)
$
86,496
$
0.91
$
(7,219
)
$
(0.10
)
Amortization of intangible assets
10,893
11,404
Merger, transaction and other related
costs
—
30,072
Mark to market (gains) losses
3,049
(3,160
)
(Gain) loss on asset sales
(10,316
)
—
Produce recalls
15,809
17,649
Incremental charges on biological assets
and inventory from the Acquisition
41,145
65,916
Other items
(230
)
(959
)
Adjustments from equity method
investments
2,580
1,179
Income tax on items above and discrete tax
items
(54,283
)
(38,073
)
NCI impact on items above
(3,187
)
(3,673
)
Adjusted (Non-GAAP)
$
91,956
$
0.97
$
73,136
$
1.01
Weighted average shares outstanding –
diluted
94,906
72,190
Net Debt Reconciliation (Unaudited)
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 December 31, 2022 is
presented below. Net Debt as of December 31, 2022 was $1.0
billion.
December 31, 2022
December 31, 2021
(U.S. Dollars in thousands)
Cash and cash equivalents (Reported
GAAP)
$
228,840
$
250,561
Debt (Reported GAAP):
Long-term debt, net
(1,127,321
)
(1,297,808
)
Current maturities
(97,435
)
(51,785
)
Bank overdrafts
(8,623
)
(9,395
)
Total debt, net
(1,233,379
)
(1,358,988
)
Less: Debt discounts and debt issuance
costs (Reported GAAP)
(17,874
)
(21,063
)
Total gross debt
(1,251,253
)
(1,380,051
)
Net Debt (Non-GAAP)
$
(1,022,413
)
$
(1,129,490
)
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, 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) adding
the income tax expense or subtracting the income tax benefit; (2)
adding interest expense; (3) adding mark to market losses or
subtracting 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
adding merger, transaction and other related costs, adding
incremental costs for produce recalls, adding or subtracting asset
write-downs, net of insurance proceeds, subtracting the gain or
adding the loss on the disposal of business interests, adding the
incremental costs from the fair value uplift for biological assets
and inventory related to the acquisition of Legacy Dole, adding
impairment charges on property, plant and equipment, subtracting
the fair value gain or adding 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, subtracting
the gain or adding the loss on asset sales for assets held-for-sale
and actively marketed property and adding restructuring charges and
costs for legal matters not in the ordinary course of business; and
(5) other 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)
adding the income tax expense or subtracting the income tax
benefit; (2) adding interest expense; (3) adding depreciation
charges; (4) adding amortization charges; (5) adding mark to market
losses or subtracting 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 adding merger, transaction and other
related costs, adding incremental costs for produce recalls, adding
or subtracting asset write-downs, net of insurance proceeds,
subtracting the gain or adding the loss on the disposal of business
interests, adding the incremental costs from the fair value uplift
for biological assets and inventory related to the acquisition of
Legacy Dole, adding impairment charges on property, plant and
equipment, subtracting the fair value gain or adding 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,
subtracting the gain or adding the loss on asset sales for assets
held-for-sale and actively marketed property and adding
restructuring charges and costs for legal matters not in the
ordinary course of business; and (7) other 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) adding amortization charges; (2)
adding mark to market losses or subtracting 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 adding
merger, transaction and other related costs, adding incremental
costs for produce recalls, adding or subtracting asset write-downs,
net of insurance proceeds, subtracting the gain or adding the loss
on the disposal of business interests, adding the incremental costs
from the fair value uplift for biological assets and inventory
related to the acquisition of Legacy Dole, adding impairment
charges on property, plant and equipment, subtracting the fair
value gain or adding 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, subtracting the gain or
adding the loss on asset sales for assets held-for-sale and
actively marketed property and adding restructuring charges and
costs for legal matters not in the ordinary course of business; (4)
other 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.
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) adding mark to
market losses or subtracting 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 adding merger, transaction and other
related costs, adding incremental costs for produce recalls, adding
or subtracting asset write-downs, net of insurance proceeds,
subtracting the gain or adding the loss on the disposal of business
interests, adding the incremental costs from the fair value uplift
for biological assets and inventory related to the acquisition of
Legacy Dole, adding impairment charges on property, plant and
equipment, subtracting the fair value gain or adding 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,
subtracting the gain or adding the loss on asset sales for assets
held-for-sale and actively marketed property and adding
restructuring charges and costs for legal matters not in the
ordinary course of business; and (3) other 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) adding amortization charges; (2) adding mark to
market losses or subtracting 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 adding merger, transaction and other
related costs, adding incremental costs for produce recalls, adding
or subtracting asset write-downs, net of insurance proceeds,
subtracting the gain or adding the loss on the disposal of business
interests, adding the incremental costs from the fair value uplift
for biological assets and inventory related to the acquisition of
Legacy Dole, adding impairment charges on property, plant and
equipment, subtracting the fair value gain or adding 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,
subtracting the gain or adding the loss on asset sales for assets
held-for-sale and actively marketed property and adding
restructuring charges and costs for legal matters not in the
ordinary course of business; (4) other 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, 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'23
Adjusted EBITDA 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 months ended
December 31, 2021 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 26% for the year ended December 31, 2021.
3.
Applying the results of the Purchase Price Allocation (“PPA”)
exercise, acquisition accounting and debt refinancing to January 1,
2020:
a.
Q4 2021 year to date 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.
b.
The interest expense for Q4 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 Q4 2021 of $9.8 million to
reflect estimated ongoing incremental public company costs of $14.0
million annualized.
Pro-forma Reconciliation (Unaudited) – for the 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 and shares in
thousands, except per share amounts)
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 (loss)
53,559
55,733
109,292
74,134
31,933
(9,750
)
—
—
205,609
Other income, 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
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
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230307005420/en/
Investor Contact: James O'Regan, Head of Investor
Relations, Dole plc joregan@totalproduce.com +353 1 887 2794
Media Contact: Brian Bell, Ogilvy brian.bell@ogilvy.com
+353 87 2436 130
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