UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2021

Commission File Number 001-40695

 

 

Dole plc

(Exact name of registrant as specified in its charter)

 

 

Dole plc

29 North Anne Street

Dublin 7

Ireland

D07 PH36

(Address of Principal Executive Offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

☒  Form 20-F            ☐  Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

On December 3, 2021, Dole plc issued a press release titled: “Dole plc Reports Third Quarter 2021 Financial Results.” A copy of this press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

The information furnished in this Report on Form 6-K, including the exhibits related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Dole plc Press Release issued December 3, 2021 – Dole plc Reports Third Quarter 2021 Financial Results

DOLE PLC

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: December 2, 2021				DOLE PLC (Registrant)
				By:		/s/ Rory Byrne
				Name: Rory Byrne
				Title: Chief Executive Officer

Exhibit 99.1

Dole plc Reports Third Quarter 2021 Financial Results

DUBLIN – December 3, 2021 - Dole plc (NYSE: DOLE) has today released its financial results for the third quarter ended September 30, 2021.

Highlights for the three and nine months of 2021 include:

 

•

Merger of Total Produce plc (“TP”) and Dole Food Company (“DFC”) to form Dole plc

 

•

IPO of Dole plc on July 30, 2021, raising net proceeds of $398.9 million

 

•

Completed $1.4 billion debt refinancing

 

•

Strong results delivered within a complex economic environment

 

•

Diversified business model and wide geographic footprint provide resilience

 

•

Net Debt / Pro-Forma LTM Adjusted EBITDA 2.76x

 

•

Dividend of $0.08 per share declared for the quarter

 

•

Full year Pro-Forma Revenue target $9.2 billion - $9.4 billion

 

•

Full year Pro-Forma Adjusted EBITDA target $390 million - $400 million

 

		Q3’21				Q3’20				YTD’21				YTD’20				YTD Variance
Pro-Forma Revenue - $’m (1), (2)			2,317				2,310				7,075				6,768				+4.5	%
Pro-Forma Adjusted EBITDA - $’m (1), (2)			59.7				92.4				337.7				299.9				+12.6	%
Pro-Forma Adjusted Net Income - $’m (1), (2)			3.7				30.9				131.6				107.5				+22.5	%
Pro-Forma Adjusted fully diluted EPS - $ (1), (2)		$	0.04			$	0.32			$	1.39			$	1.13				+22.5	%

Note 1: This press release contains pro-forma financial information. The unaudited pro-forma consolidated financial statements for Dole plc illustrate the effects of the acquisition of DFC by TP and the effects of the IPO and refinancing as if they had occurred on January 1, 2020. This is comparable to the Pro-Forma financial statements presented in the Form F-1 filed with the SEC at the time of the IPO.

The financial statements filed today with the SEC, and which are available on our website (https://www.doleplc.com/investors), contain the results of TP for the first 7 months to July 29, 2021 (including equity earnings from TP’s 45% shareholding in DFC) plus the combined results of TP and DFC from July 29, 2021 to September 30, 2021. Comparative period results to September 30, 2020 are comprised of the nine-month results of TP including equity earnings from TP’s 45% shareholding in DFC.

Note 2: Dole plc reports its financial results in accordance with U.S. Generally Accepted Accounting Principles (GAAP). Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share are non-GAAP financial measures. Refer to the end of this release for an explanation and reconciliation of these and other non-GAAP financial measures used in this release to comparable GAAP measures.

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

“Dole plc has delivered a strong performance for the first nine months of 2021 in the context of inflationary pressures across our North American and European markets during the third quarter. With industry wide supply chain congestion and labor shortages, our diversified business model has proven itself to be responsive and resilient. We are very pleased with the response of our divisions and people in the face of these challenges and are confident in our ability to meet our full year outlook.”

Pro-Forma Revenue for the third quarter increased 0.3% to $2.3 billion. The increase was driven by growth in the Fresh Vegetables and Diversified Fresh Produce – Americas & ROW divisions, offset by decreases in Fresh Fruit and Diversified Fresh Produce – EMEA.

 

5

Pro-Forma Revenue increased 4.5% to $7.1 billion for the first nine months of 2021. The increase in year-to-date Pro-Forma Revenue was driven by growth in the Diversified Fresh Produce – Americas & ROW, Diversified Fresh Produce – EMEA and the Fresh Vegetables divisions.

Pro-Forma Adjusted EBITDA for the third quarter decreased 35.4% to $59.7 million compared to the prior year period. The decrease was predominantly driven by EBITDA decreases in Fresh Vegetables due to weak markets in our Fresh Packed Vegetables business and inflationary headwinds in Value Added Salads, as well as EBITDA decreases in the Fresh Fruit division due to ongoing supply chain impacts following last year’s hurricanes, and inflationary pressure which contributed to higher costs of production during the quarter.

Pro-Forma Adjusted EBITDA for the first nine months of 2021 increased 12.6% to $337.7 million. The increase has been driven by EBITDA increases in the Fresh Fruit division following a strong first half of the year, and from the Diversified Fresh Produce – EMEA division. This was partially offset by EBITDA decreases in the Fresh Vegetables division due primarily to weakness in our Fresh Packed Vegetables business from an oversupplied market as well as inflationary pressures in Value Added Salads, and in Diversified Fresh Produce – Americas & ROW, due to the impact of adverse weather events in Chile at the outset of the year and against a strong comparator.

Pro-Forma Adjusted Net Income for the third quarter decreased 88.1% to $3.7 million, driven by the reduction in Pro-Forma Adjusted EBITDA.

Pro-Forma Adjusted Net Income for the first nine months of 2021 increased 22.5% to $131.6 million, driven by the increase in Pro-Forma Adjusted EBITDA, offset by an increase in depreciation charges and increase in earnings attributable to non-controlling shareholders.

Selected Pro-Forma Quarterly Segmental Financial Information

 

Segmental Information
2021
		Q1				Q2				Q3				YTD Q3
Revenue		$‘000				$‘000				$‘000				$‘000
Fresh Fruit			755,270				784,772				676,843				2,216,885
Fresh Vegetables			327,692				332,273				323,779				983,744
Diversified Fresh Produce—Americas & ROW			419,985				425,373				456,164				1,301,522
Diversified Fresh Produce—EMEA			795,650				953,932				879,422				2,629,004
Intersegment			(18,750	)			(18,750	)			(18,750	)			(56,250	)
Total			2,279,847				2,477,600				2,317,458				7,074,905
Adjusted EBITDA
Fresh Fruit			92,546				86,685				17,891				197,122
Fresh Vegetables			4,679				(1,408	)			1,057				4,328
Diversified Fresh Produce—Americas & ROW			10,421				18,444				4,588				33,453
Diversified Fresh Produce—EMEA			25,298				41,354				36,191				102,843
Total			132,944				145,075				59,727				337,746
2020
		Q1				Q2				Q3				YTD Q3				Q4				FY
Revenue		$‘000				$‘000				$‘000				$‘000				$‘000				$‘000
Fresh Fruit			763,646				712,712				682,194				2,158,552				636,987				2,795,539
Fresh Vegetables			308,692				313,996				320,543				943,231				324,375				1,267,606
Diversified Fresh Produce—Americas & ROW			381,999				416,993				438,283				1,237,275				475,995				1,713,270
Diversified Fresh Produce—EMEA			742,871				852,110				886,443				2,481,424				781,524				3,262,948
Intersegment			(17,490	)			(17,489	)			(17,490	)			(52,469	)			(17,489	)			(69,958	)
Total			2,179,718				2,278,322				2,309,973				6,768,013				2,201,392				8,969,405
Adjusted EBITDA
Fresh Fruit			61,511				55,509				38,199				155,219				17,491				172,710
Fresh Vegetables			8,516				8,431				11,496				28,443				11,100				39,543
Diversified Fresh Produce—Americas & ROW			12,953				16,811				9,631				39,395				14,424				53,819
Diversified Fresh Produce—EMEA			14,666				29,134				33,084				76,884				28,825				105,709
Total			97,646				109,885				92,410				299,941				71,840				371,781

 

6

Fresh Fruit

Pro-Forma Revenue for the third quarter was down 0.8% due to lower volumes of Bananas in North America and lower Banana pricing in Europe, as well as lower pricing for Pineapples in North America. This was offset in part by higher pricing in North America for Bananas, volume growth in Pineapples in North America and in Europe, as well as growth in commercial cargo revenues due to higher freight rates.

Pro-forma Revenue for the first nine months of 2021 increased 2.7% due to higher Banana pricing in North America and higher Pineapple pricing across all markets as well as growth in commercial cargo, partially offset by lower Banana volumes in all markets.

Pro-Forma Adjusted EBITDA for the third quarter was down 53.2% compared to the prior year due to lower revenue and higher transportation costs in North America and higher produce costs driven by input materials increases, as well cost pressures from the supply chain impact caused by hurricanes Iota and Eta in Honduras and Guatemala in November 2020. These cost increases were partially offset by strong performance in commercial cargo, as well as by the benefit of currency hedges.

Pro-Forma Adjusted EBITDA for the first nine months of 2021 increased 27.0% largely due to higher revenue driven by higher pricing in the North American Banana market and due to strong performance from commercial cargo, offset by cost pressures from the supply chain impact caused by hurricanes Iota and Eta in Honduras and Guatemala in November 2020 and inflationary headwinds.

Fresh Vegetables

Pro-Forma Revenue for the third quarter increased 1.0% primarily due to higher pricing in the Value-Added Salads business, offset by lower volumes in this business. Production was impacted by labor availability challenges in the quarter. In addition, lower volume and lower pricing in the Fresh Packed Vegetables business led to a decrease in Revenue.

Pro-Forma Revenue for the first nine months of 2021 increased 4.3% due to higher volumes and pricing in the Value-Added Salads business, driven by strong market demand and a better mix of products sold. This was partially offset by revenue declines in the Fresh Packed Vegetables business caused by oversupply within this category impacting pricing.

Pro-forma Adjusted EBITDA for the third quarter decreased by 90.8% primarily due to the significant impact of inflation in inland transportation as well as in packaging and labor and the persistently weak Fresh Packed Vegetables market. Price increases have been implemented with all Valued Added Salads customers to help address the inflationary challenges. Within Fresh Packed Vegetables, plantings have been decreased for 2022 to reduce market exposure.

Pro-Forma Adjusted EBITDA for the first nine months decreased 84.8% primarily due to the inflationary impact on input costs and some specific once off production issues in the Value-Added Salads business.

Diversified Fresh Produce – Americas & ROW

Pro-Forma Revenue for the third quarter increased 4.0% due to a strong performance in the Berry category and growth in other categories such as Apples and Kiwis, offset partially by some port related challenges in the North American export businesses.

Pro-Forma Revenue for the first nine months increased 5.2% due to higher revenue from Berries, and more incrementally by growth in the Chilean export fruit business.

Pro-Forma Adjusted EBITDA for the third quarter decreased 52.4%, driven by the continuing impact of adverse weather which affected the Chilean grape growing season in the first part of the year, offset by good growth in the Berries category.

Pro-Forma Adjusted EBITDA for the first nine months was down 15.1%, with the decrease largely driven by the adverse weather events that impacted the Chilean grape season. This was offset in part by Pro-Forma Adjusted EBITDA improvement from the Berry category as well other categories such as Asparagus and Chilean Top Fruit and Stone Fruit.

Diversified Fresh Produce – EMEA

Pro-forma Revenue for the third quarter decreased 0.8% due to the divestment of a business in Q3 partially offset by the incremental contributions from step up acquisitions and the favorable impact of currency translation.

 

7

Pro-Forma Revenue for the first nine months is up 5.9% due to positive currency movements, a strong performance across retail, wholesale, and food service channels and the contribution from step up acquisitions in the period. This was partially offset by the incremental impact of divestments in Q3.

Pro-Forma Adjusted EBITDA for the third quarter was up 9.4% due to a good recovery in the Dutch business following a reorganization, as well as strong performance across other European markets and the favorable impact of currency translation.

Pro-forma Adjusted EBITDA for the first nine months is 33.8% ahead, driven by the recovery in the Dutch business and good performance in Ireland and the UK helped by the reopening of food service channels. The Brazilian export business also performed strongly. The results also benefited from the favorable impact of currency translation.

Net debt

Net Debt is the primary measure used by management to analyze the Company’s capital structure and financial leverage. Net debt is a non-GAAP financial measure, calculated as cash and cash equivalents, less current and long-term debt. It also excludes debt discounts and debt issuance costs. The calculation of Net Debt and financial leverage as of September 30, 2021 is presented below. Net debt at September 30, 2021 was $1.1 billion. Net Debt for the last 12 months Pro-Forma Adjusted EBITDA was 2.76x.

 

		30-Sep-21 $‘000
Cash and cash equivalents			(234,214
Bank overdrafts			27,579
Notes payable and current portion of long-term debt, net			52,241
Long-term debt, net			1,262,334
			1,107,940
Less debt discounts and debt issuance costs			22,368
Net Debt			1,130,308
Pro-Forma Adjusted EBITDA
Pro-Forma Adjusted EBITDA Q4 2020			71,840
Pro-Forma Adjusted EBITDA YTD Q3 2021			337,746
Pro-Forma Adjusted EBITDA for 12 months ended September 30, 2021			409,586
Net Debt/Pro-Forma Adjusted EBITDA for 12 months			2.76x

Capital Expenditure

Capital expenditure for the year to date is $153 million, including $53 million in final payments for two new vessels, Dole Aztec and Dole Maya which were delivered in the first half of 2021. In addition, $16 million was spent reinvesting in Honduran farms impacted by last year’s hurricanes, and $25 million in acquiring pineapple assets.

Outlook for FY21

For the twelve months ending December 31, 2021, Dole plc is targeting Pro-Forma Revenue in the range of $9.2 billion to $9.4 billion and Pro-Forma Adjusted EBITDA in the range of $390.0 million to $400.0 million.

Dividend

On December 2, 2021, the Board of Directors of Dole plc declared a cash dividend for the third quarter of 2021 of $0.08 per share, payable on January 7, 2022 to shareholders of record on December 17, 2021.

Pro-Forma Financial Statements

Pro-Forma Methodology

The methodology used to prepare the unaudited Pro-Forma consolidated financial statements for Dole plc to show the estimated effects of the acquisition of Dole Food Company (“DFC”) by Total Produce plc (“TP”) and the IPO and refinancing as if they had occurred on January 1, 2020 is in line with how the Pro-Forma financial statements were prepared in the F-1.

 

1.

All associated Transaction costs reflected on January 1, 2020

 

2.

Effective tax rate for 2020 (28.5%) and 2021 (25%)

 

3.

Applying the results of the Purchase Price Allocation (“PPA”) exercise to January 1, 2020:

 

a.

Reversal of fair value uplift to banana and pineapple inventory and bearer plants. DFC accounts for agricultural costs in accordance with ASC 905 Agriculture for all crops except pineapples and bananas due to their continuous cycle of production. At the acquisition balance sheet date previously uncapitalized pineapple and banana costs are required to be recognized at their fair value to reflect the biological transformation of these crops. This is an uplift of $35.0 million in relation to inventory and $68.0 million in relation to bearer plants. These fair value uplifts will be amortized in the income statement over the remaining growth and harvest cycle for the inventory element and over the life of the plants for the bearer plants. In the YTD Q3 2020 this amortization amounted to $86.0 million.

 

b.

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

 

c.

The interest expense for both years reflects the outcome of the refinancing

 

d.

Fair value loss on TP’s investment in DFC recorded on January 1, 2020.

 

4.

TP’s pickup of its 45% share of DFC’s net income has been eliminated

 

5.

EPS is calculated using shares in issue following the IPO and additional share issuances

 

8

6.

There is an adjustment in both years to reflect estimated ongoing incremental public company costs of $14.0 million annualized.

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

 

		Q3 2021 $‘000				Q3 2020 $‘000
Revenues, net			2,317,458				2,309,973
Cost of sales			(2,179,456	)			(2,163,904	)
Gross profit			138,002				146,069
Selling, marketing and general and administrative expenses			(120,297	)			(123,597	)
Loss on disposal of businesses			(2,134	)			—
Gain on asset sales			4,870				4,872
Operating income			20,441				27,344
Other income (loss)			15,441				(2,784	)
Interest income			1,138				1,282
Interest expense			(11,431	)			(11,431	)
Income from continuing operations before income taxes and equity earnings			25,589				14,411
Income tax provision			3,673				4,326
Equity in net earnings of investments accounted for under the equity method			7,901				6,034
Income from continuing operations, net of income taxes			37,163				24,771
Net income			37,163				24,771
Less: Net income attributable to noncontrolling interests			(7,270	)			(6,215	)
Net income attributable to Dole plc			29,893				18,556
Earnings per share:
Net income per share—Basic		$	0.32			$	0.20
Net income per share—Diluted		$	0.31			$	0.20
Weighted average shares outstanding (‘000)
Basic			94,878				94,878
Diluted			95,030				95,030

 

9

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

 

		2021 YTD Q3 $‘000				2020 YTD Q3 $‘000
Revenues, net			7,074,905				6,768,013
Cost of sales			(6,489,733	)			(6,316,759	)
Gross profit			585,172				451,254
Selling, marketing and general and administrative expenses			(378,888	)			(358,032	)
Merger, transaction and other related costs			—				(29,000	)
Loss on disposal of businesses			(595	)			—
Impairment of PP&E			—				(1,210	)
Gain on asset sales			12,381				7,843
Operating income			218,070				70,855
Other income (loss)			19,811				(11,611	)
Interest income			3,209				3,918
Interest expense			(34,385	)			(34,385	)
Income from continuing operations before income taxes and equity earnings			206,705				28,777
Income tax provision			(43,290	)			(8,731	)
Equity in net earnings of investments accounted for under the equity method			17,597				9,918
Income from continuing operations, net of income taxes			181,012				29,964
Loss from discontinued operations, net of income taxes			—				(43	)
Net income			181,012				29,921
Less: Net income attributable to noncontrolling interests			(21,225	)			(17,066	)
Net income attributable to Dole plc			159,787				12,855
Earnings per share:
Net income per share—Basic		$	1.68			$	0.14
Net income per share—Diluted		$	1.68			$	0.14
Weighted average shares outstanding (‘000)
Basic			94,878				94,878
Diluted			95,030				95,030

 

10

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

 

		Q3 2021 $‘000				Q3 2020 $‘000
Net income			37,163				24,771
Loss from discontinued operations, net of income taxes			—				—
Interest expense from continuing operations			11,431				11,431
Income tax expense from continuing operations			(3,673	)			(4,326	)
EBIT			44,921				31,876
Depreciation			29,368				26,553
Amortization			2,664				2,993
Net unrealized loss on derivative instruments			627				1,071
Fair value movement on contingent consideration			30				56
Net unrealized (gain) loss on foreign denominated intercompany borrowings			(3,229	)			6,021
Restructuring charges / onerous leases			(125	)			487
Fair value uplift on biological assets and pineapple plants			—				17,021
Gain on asset sales			(4,610	)			(5,325	)
Loss on disposal of businesses			2,134				—
Fair value gain on other acquisitions			(5,304	)			—
COVID-19			—				7,872
Insurance proceeds / disposals / asset write downs			(9,838	)			—
Legal matters			—				(56	)
Dole plc Share of Joint Ventures:
Interest expense			384				370
Income tax			780				1,429
Depreciation			953				1,367
Amortization			972				675
Adjusted EBITDA			59,727				92,410

 

11

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

 

		YTD 2021				YTD 2020
		$‘000				$‘000
Net income			181,012				29,921
Loss from discontinued operations, net of income taxes			—				43
Interest expense from continuing operations			34,385				34,385
Income tax expense from continuing operations			43,290				8,731
EBIT			258,687				73,080
Depreciation			86,659				82,135
Amortization			8,214				8,613
Net unrealized loss (gain) on derivative instruments			2,291				(6,343	)
Fair value movement on contingent consideration			1,130				(693	)
Impairment of PP&E			—				1,239
Dole transaction costs			—				29,000
Net unrealized (gain) loss on foreign denominated intercompany borrowings			(7,256	)			10,111
Restructuring charges / onerous leases			(375	)			1,178
Fair value adjustments arising on PPA exercise			—				86,246
Gain on asset sales			(9,292	)			(7,649	)
Loss on disposal of businesses			617				—
Gain on disposal of equity method investments			(1,096	)			—
Fair value loss of Legacy Dole acquisition			—				1,985
Fair value gain on other acquisitions			(7,909	)			—
COVID-19			—				10,878
Insurance proceeds / disposals / asset write downs			(19,382	)			—
Legal matters			14,610				(56	)
Dole plc Share of Joint Ventures:
Interest expense			1,113				1,134
Income tax			3,174				2,863
Depreciation			4,099				4,082
Amortization			2,462				2,138
Adjusted EBITDA			337,746				299,941

 

12

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

 

		Q3 2021				Q3 2020
		$‘000				$‘000
Profit for the financial year attributable to equity shareholders			29,893				18,556
Adjustments:
Amortization of acquisition related intangible assets (subsidiaries)			2,664				2,993
Net unrealized (gain)/loss on derivative financial instruments			627				1,071
Fair value movements on contingent consideration			30				56
Restructuring/Onerous Leases			(125	)			487
Gain on disposal of businesses			2,134				—
Gain on asset sales			(4,610	)			(5,325	)
Fair value gain on other acquisitions			(5,304	)			—
COVID-19			—				7,872
PPA fair value adjustments			—				17,021
Insurance Proceeds			(9,838	)			(56	)
Net unrealized (gain) loss on foreign denominated intercompany borrowings			(3,229	)			6,021
Exceptional tax on items above			1,991				(8,611	)
Discrete tax items			(10,070	)			(8,433	)
Deferred tax on intangible assets amortization—subsidiaries			(419	)			(409	)
NCI impact of intangible asset amortization (net of tax)			(923	)			(935	)
NCI impact of acquisition related costs and fair value movements on contingent consideration			(4	)			—
Items in earnings for equity method investments:
Group share of amortization of acquisition related intangible assets			972				675
Group share of exceptional tax credit on items above			(123	)			(118	)
Adjusted earnings for EPS calculation			3,666				30,865
Weighted average number of shares at end of period (‘000)			94,878				94,878
Adjusted basic earnings per share		$	0.04			$	0.33
Diluted weighted average number of shares (‘000)			95,030				95,030
Adjusted fully diluted earnings per share		$	0.04			$	0.32

 

13

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

 

		2021				2020
		$‘000				$‘000
Profit for the financial year attributable to equity shareholders			159,787				12,855
Adjustments:
Amortization of acquisition related intangible assets (subsidiaries)			8,214				8,613
Net unrealized loss/(gain) on derivative financial instruments			2,291				(6,343	)
Fair value movements on contingent consideration			1,130				(694	)
Restructuring/Onerous Leases			(375	)			1,178
Gain on disposal of business			617				—
Gain on asset sales			(9,292	)			(7,649	)
Fair value gain on other acquisitions			(7,909	)			—
Legal Matters			14,610				—
COVID-19			—				10,878
Dole Transaction Costs			—				29,000
Impairment of PPE			—				1,239
PPA fair value adjustments			—				86,246
Insurance Proceeds			(19,382	)			(56	)
Net unrealized (gain) loss on foreign denominated intercompany borrowings			(7,256	)			10,111
Fair value loss on Dole 45%			—				1,985
Loss on disposal of equity method investments			(1,096	)			—
Exceptional tax on items above			578				(30,102	)
Discrete tax items			(8,386	)			(7,735	)
Deferred tax on intangible assets amortization—subsidiaries			(1,210	)			(1,013	)
NCI impact of intangible asset amortization (net of tax)			(2,754	)			(2,820	)
NCI impact of acquisition related costs and fair value movements on contingent consideration			(12	)			—
Items in earnings for equity method investments:
Group share of amortization of acquisition related intangible assets			2,462				2,138
Group share of exceptional tax credit on items above			(372	)			(350	)
Adjusted earnings for EPS calculation			131,645				107,481
Weighted average number of shares at end of period (‘000)			94,878				94,878
Adjusted basic earnings per share		$	1.39			$	1.13
Diluted weighted average number of shares (‘000)			95,030				95,030
Adjusted fully diluted earnings per share		$	1.39			$	1.13

 

14

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

 

		TP $‘000				DFC $‘000				Dole plc $‘000				FV & Intercompany Adjustments $‘000				Transaction Costs $‘000				Ongoing plc Costs $‘000				Debt Adjustments $‘000				Tax adjustments $‘000				Pro forma Financial Statements $‘000
Revenues, net			3,447,702				3,639,105				7,086,807				(11,902	)			—				—				—				—				7,074,905
Cost of sales			(3,166,598	)			(3,338,768	)			(6,505,366	)			15,633				—				—				—				—				(6,489,733	)
Gross profit			281,104				300,337				581,441				3,731				—				—				—				—				585,172
Selling, marketing and general and administrative expenses			(214,248	)			(163,390	)			(377,638	)			5				4,045				(5,300	)			—				—				(378,888	)
Merger, transaction and other related costs			(22,653	)			—				(22,653	)			—				22,653				—				—				—				—
Gain on disposal of businesses			(595	)			—				(595	)			—				—				—				—				—				(595	)
Impairment of PP&E			—				—				—				—				—				—				—				—				—
Gain on asset sales			—				12,381				12,381				—				—				—				—				—				12,381
Operating income (loss)			43,608				149,328				192,936				3,736				26,698				(5,300	)			—				—				218,070
Other income			2,417				16,423				18,840				971				—				—				—				—				19,811
Interest income			1,332				1,877				3,209				—				—				—				—				—				3,209
Interest expense			(11,392	)			(42,465	)			(53,857	)			—				—				—				19,472				—				(34,385	)
Income (loss) from continuing operations before income taxes and equity earnings			35,965				125,163				161,128				4,707				26,698				(5,300	)			19,472				—				206,705
Income tax (provision) benefit			(14,062	)			(19,299	)			(33,361	)			—				—				1,667				(6,123	)			(5,473	)			(43,290	)
Equity in net earnings of investments accounted for under the equity method			44,357				(313	)			44,044				(26,447	)			—				—				—				—				17,597
Income from continuing operations, net of income taxes			66,260				105,551				171,811				(21,740	)			26,698				(3,633	)			13,349				(5,473	)			181,012
Income from discontinued operations, net of income taxes			—				—				—				—				—				—				—				—				—
Net income (loss)			66,260				105,551				171,811				(21,740	)			26,698				(3,633	)			13,349				(5,473	)			181,012
Less: Net income attributable to noncontrolling interests			(18,969	)			(2,256	)			(21,225	)			—				—				—				—				—				(21,225	)
Net income (loss) attributable to Dole plc			47,291				103,295				150,586				(21,740	)			26,698				(3,633	)			13,349				(5,473	)			159,787
Earnings per share:
Net income (loss) per share—Basic		$	0.50			$	1.09			$	1.59			$	(0.23	)		$	0.28			$	(0.04	)		$	0.14			$	(0.06	)		$	1.68
Net income (loss) per share—Diluted		$	0.50			$	1.09			$	1.58			$	(0.23	)		$	0.28			$	(0.04	)		$	0.14			$	(0.06	)		$	1.68
Weighted average shares outstanding
Basic			94,878				94,878				94,878				94,878				94,878				94,878				94,878				94,878				94,878
Diluted			95,030				95,030				95,030				95,030				95,030				95,030				95,030				95,030				95,030

Pro-Forma Reconciliation – for the nine months ended September 30, 2020

 

		TP $‘000				DFC $‘000				Dole plc $‘000				FV & Intercompany Adjustments $‘000				Transaction Costs $‘000				Ongoing plc Costs $‘000				Debt Adjustments $‘000				Tax adjustments $‘000				Pro forma Financial Statements $‘000
Revenues, net			3,291,284				3,513,129				6,804,413				(36,400	)			—				—				—				—				6,768,013
Cost of products sold			(3,044,704	)			(3,226,038	)			(6,270,742	)			(46,018	)			—				—				—				—				(6,316,760	)
Gross profit			246,580				287,091				533,671				(82,418	)			—				—				—				—				451,253
Selling, marketing and general and administrative expenses			(196,602	)			(150,930	)			(347,532	)			—				—				(10,500	)			—				—				(358,032	)
Merger, transaction and other related costs			(392	)			—				(392	)			—				(28,608	)			—				—				—				(29,000	)
Impairment of PP&E			(1,210	)			—				(1,210	)			—				—				—				—				—				(1,210	)
Gain on asset sales			—				7,843				7,843				—				—				—				—				—				7,843
Operating income (loss)			48,376				144,004				192,380				(82,418	)			(28,608	)			(10,500	)			—				—				70,854
Other income (loss)			3,052				(14,663	)			(11,611	)			—				—				—				—				—				(11,611	)
Interest income			1,741				2,177				3,918				—				—				—				—				—				3,918
Interest expense			(7,738	)			(62,536	)			(70,274	)			—				—				—				35,889				—				(34,385	)
Income (loss) from continuing operations before income taxes and equity earnings			45,431				68,982				114,413				(82,418	)			(28,608	)			(10,500	)			35,889				—				28,776
Income tax (provision) benefit			(13,095	)			(23,682	)			(36,777	)			20,604				—				3,302				(11,285	)			15,425				(8,731	)
Equity in net earnings of investments accounted for under the equity method			27,719				902				28,621				(18,702	)			—				—				—				—				9,919
Income from continuing operations, net of income taxes			60,055				46,202				106,257				(80,516	)			(28,608	)			(7,198	)			24,604				15,425				29,964
Loss from discontinued operations, net of income taxes			—				(43	)			(43	)			—				—				—				—				—				(43	)
Net income (loss)			60,055				46,159				106,214				(80,516	)			(28,608	)			(7,198	)			24,604				15,425				29,921
Less: Net income attributable to noncontrolling interests			(15,127	)			(1,939	)			(17,066	)			—				—				—				—				—				(17,066	)
Net income (loss) attributable to Dole plc			44,928				44,220				89,148				(80,516	)			(28,608	)			(7,198	)			24,604				15,425				12,855
Earnings per share:
Net income (loss) per share—Basic		$	0.47			$	0.47			$	0.94			$	(0.85	)		$	(0.30	)		$	(0.08	)		$	0.27			$	0.16			$	0.14
Net income (loss) per share—Diluted		$	0.47			$	0.47			$	0.94			$	(0.85	)		$	(0.30	)		$	(0.08	)		$	0.27			$	0.16			$	0.14
Weighted average shares outstanding
Basic			94,878				94,878				94,878				94,878				94,878				94,878				94,878				94,878				94,878
Diluted			95,030				95,030				95,030				95,030				95,030				95,030				95,030				95,030				95,030

 

15

Quarterly Information
2021
		Q1 $‘000				Q2 $‘000				Q3 $‘000				YTD Q3 $‘000
Pro-Forma Revenue			2,279,847				2,477,600				2,317,458				7,074,905
Pro-Forma Adjusted EBITDA			132,944				145,075				59,727				337,746
Pro-Forma Earnings per Share		$	0.62			$	0.75			$	0.32			$	1.68
Pro-Forma Adjusted Earnings per Share		$	0.63			$	0.72			$	0.04			$	1.39

 

2020
		Q1 $‘000				Q2 $‘000				Q3 $‘000				YTD Q3 $‘000				Q4 $‘000				FY $‘000
Pro-Forma Revenue			2,179,718				2,278,322				2,309,973				6,768,013				2,201,392				8,969,405
Pro-Forma Adjusted EBITDA			97,646				109,885				92,410				299,941				71,840				371,781
Pro-Forma Earnings per Share		$	(0.35	)		$	0.29			$	0.20			$	0.14			$	0.01			$	0.15
Pro-Forma Adjusted Earnings per Share		$	0.44			$	0.37			$	0.33			$	1.13			$	0.21			$	1.34

 

16