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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended March 26, 2005 |
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or |
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period
from to |
Commission File Number 1-4455
Dole Food Company, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization) |
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99-0035300
(I.R.S. Employer
Identification No.) |
One Dole Drive
Westlake Village, California 91362
(Address of principal executive offices and zip code) |
Registrants telephone number, including area code:
(818) 879-6600
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange
Act). Yes o No þ
Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest
practicable date.
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Class
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Shares Outstanding at May 9, 2005 |
Common Stock, $0.001 Par Value
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1,000 |
DOLE FOOD COMPANY, INC.
INDEX
2
PART I.
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DOLE FOOD COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands)
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Quarter Ended | |
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March 26, | |
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March 27, | |
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2005 | |
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2004 | |
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| |
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| |
Revenues, net
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$ |
1,442,133 |
|
|
$ |
1,254,584 |
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Cost of products sold
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1,223,471 |
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1,051,678 |
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Gross margin
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218,662 |
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202,906 |
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Selling, marketing and general and administrative expenses
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114,818 |
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95,418 |
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Operating income
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103,844 |
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107,488 |
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Other income (expense), net
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1,715 |
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338 |
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Interest income
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|
1,075 |
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|
922 |
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Interest expense
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|
|
36,059 |
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|
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34,741 |
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|
|
|
|
|
|
|
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Income before income taxes
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70,575 |
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|
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74,007 |
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Income tax expense
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|
53,421 |
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|
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13,173 |
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|
|
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|
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Net income
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$ |
17,154 |
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$ |
60,834 |
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|
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|
|
|
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See Accompanying Notes to Condensed Consolidated Financial
Statements
3
DOLE FOOD COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share data)
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March 26, | |
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January 1, | |
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2005 | |
|
2005 | |
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| |
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ASSETS |
Current Assets:
|
|
|
|
|
|
|
|
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Cash and cash equivalents
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$ |
61,850 |
|
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$ |
79,217 |
|
|
Receivables, net of allowances of $69,522 and $65,533,
respectively
|
|
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753,343 |
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|
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617,952 |
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Inventories
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|
|
539,669 |
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|
|
508,891 |
|
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Prepaid expenses
|
|
|
63,734 |
|
|
|
63,742 |
|
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Deferred income tax assets
|
|
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42,960 |
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|
|
43,551 |
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|
|
|
|
|
|
|
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Total current assets
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1,461,556 |
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1,313,353 |
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Investments
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92,489 |
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94,481 |
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Property, plant and equipment, net of accumulated depreciation
of $619,588 and $586,800, respectively
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1,496,044 |
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1,516,355 |
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Goodwill and intangible assets, net
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1,278,950 |
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1,275,356 |
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Other assets, net
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135,912 |
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132,072 |
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Total assets
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$ |
4,464,951 |
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$ |
4,331,617 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
Current Liabilities:
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Accounts payable and accrued liabilities
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$ |
862,709 |
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$ |
847,982 |
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Current portion of long-term debt
|
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30,958 |
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31,278 |
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Notes payable
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|
630 |
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|
|
624 |
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|
|
|
|
|
|
|
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Total current liabilities
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|
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894,297 |
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879,884 |
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Long-term debt
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|
|
1,936,387 |
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1,837,020 |
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Deferred income tax liabilities
|
|
|
408,311 |
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|
|
396,622 |
|
Other long-term liabilities
|
|
|
520,394 |
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519,994 |
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Minority interests
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|
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18,933 |
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20,224 |
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Contingencies (Note 9)
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Shareholders equity:
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Common stock $0.001 par value;
1,000 shares authorized, issued and outstanding
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Additional paid-in capital
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440,032 |
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440,032 |
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Retained earnings
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|
243,299 |
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226,145 |
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Accumulated other comprehensive income
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|
3,298 |
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11,696 |
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|
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Total shareholders equity
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686,629 |
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677,873 |
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Total liabilities and shareholders equity
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$ |
4,464,951 |
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$ |
4,331,617 |
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See Accompanying Notes to Condensed Consolidated Financial
Statements
4
DOLE FOOD COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
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Quarter | |
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Quarter | |
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Ended | |
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Ended | |
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March 26, | |
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March 27, | |
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2005 | |
|
2004 | |
|
|
| |
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| |
Operating activities
|
|
|
|
|
|
|
|
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Net income
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|
$ |
17,154 |
|
|
$ |
60,834 |
|
Adjustments to reconcile net income to cash flow used in
operating activities:
|
|
|
|
|
|
|
|
|
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Depreciation and amortization
|
|
|
33,466 |
|
|
|
32,358 |
|
|
Unrealized foreign currency (gain) loss
|
|
|
(493 |
) |
|
|
1,107 |
|
|
Asset write-offs and net gain on sale of assets
|
|
|
(1,702 |
) |
|
|
(1,883 |
) |
|
Minority interest and equity earnings, net
|
|
|
(1,480 |
) |
|
|
(110 |
) |
|
Provision for deferred income taxes
|
|
|
12,748 |
|
|
|
7,094 |
|
|
Amortization of debt issuance costs
|
|
|
1,935 |
|
|
|
2,091 |
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Other
|
|
|
1,554 |
|
|
|
572 |
|
Changes in operating assets and liabilities, net of effects from
non-cash transactions:
|
|
|
|
|
|
|
|
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Receivables
|
|
|
(142,330 |
) |
|
|
(105,947 |
) |
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Inventories
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|
|
(32,008 |
) |
|
|
(6,781 |
) |
|
Prepaid expenses and other assets
|
|
|
(5,506 |
) |
|
|
(649 |
) |
|
Accounts payable and accrued liabilities
|
|
|
69,434 |
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|
|
(24,857 |
) |
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Other long-term liabilities
|
|
|
2,287 |
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|
|
3,984 |
|
|
|
|
|
|
|
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Cash flow used in operating activities
|
|
|
(44,941 |
) |
|
|
(32,187 |
) |
|
|
|
|
|
|
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Investing activities
|
|
|
|
|
|
|
|
|
Proceeds from sales of assets
|
|
|
3,093 |
|
|
|
2,795 |
|
Investments and acquisitions
|
|
|
(47,094 |
) |
|
|
(2,931 |
) |
Capital additions
|
|
|
(15,358 |
) |
|
|
(12,286 |
) |
Repurchase of common stock in the going-private merger
transaction
|
|
|
(49 |
) |
|
|
(1,300 |
) |
Transaction costs paid in the going-private merger transaction
|
|
|
|
|
|
|
(226 |
) |
|
|
|
|
|
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Cash flow used in investing activities
|
|
|
(59,408 |
) |
|
|
(13,948 |
) |
|
|
|
|
|
|
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Financing activities
|
|
|
|
|
|
|
|
|
Short-term debt borrowings
|
|
|
322 |
|
|
|
2,375 |
|
Short-term debt repayments
|
|
|
(10,757 |
) |
|
|
(1,781 |
) |
Long-term debt borrowings
|
|
|
299,827 |
|
|
|
166,360 |
|
Long-term debt repayments
|
|
|
(198,023 |
) |
|
|
(103,925 |
) |
Dividends paid to minority shareholders
|
|
|
(1,777 |
) |
|
|
(352 |
) |
Dividends paid
|
|
|
|
|
|
|
(10,000 |
) |
|
|
|
|
|
|
|
Cash flow provided by financing activities
|
|
|
89,592 |
|
|
|
52,677 |
|
|
|
|
|
|
|
|
Effect of foreign exchange rate changes on cash and cash
equivalents
|
|
|
(2,610 |
) |
|
|
(1,953 |
) |
|
|
|
|
|
|
|
(Decrease) increase in cash and cash equivalents
|
|
|
(17,367 |
) |
|
|
4,589 |
|
Cash and cash equivalents at beginning of period
|
|
|
79,217 |
|
|
|
33,482 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
61,850 |
|
|
$ |
38,071 |
|
|
|
|
|
|
|
|
See Accompanying Notes to Condensed Consolidated Financial
Statements
5
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In the opinion of management, the accompanying unaudited
condensed consolidated financial statements of Dole Food
Company, Inc. and its consolidated subsidiaries
(Dole or the Company) include all
adjustments necessary, which are of a normal recurring nature,
to present fairly the Companys financial position as of
March 26, 2005 and January 1, 2005; its results of
operations for the quarters ended March 26, 2005 and
March 27, 2004; and its cash flows for the quarters ended
March 26, 2005 and March 27, 2004. The Company
operates under a 52/ 53-week year. The quarters ended
March 26, 2005 and March 27, 2004 are twelve weeks in
duration. For a summary of significant accounting policies and
additional information relating to the Companys financial
statements, refer to the Notes to Consolidated Financial
Statements in Item 8 of the Companys Annual Report on
Form 10-K (Form 10-K) for the year ended
January 1, 2005.
Interim results are subject to seasonal variations and are not
necessarily indicative of the results of operations for a full
year. The Companys operations are sensitive to a number of
factors including weather-related phenomena and their effects on
industry volumes, prices, product quality and costs. Operations
are also sensitive to fluctuations in currency exchange rates in
both sourcing and selling locations as well as economic crises
and security risks in developing countries.
Certain prior year amounts have been reclassified to conform
with the 2005 presentation.
During October 2004, the American Jobs Creation Act of 2004
(AJCA) was signed into law, adding Section 965
to the Internal Revenue Code. Section 965 provides a
special one-time deduction of 85% of certain foreign earnings
that are repatriated under a domestic reinvestment plan, as
defined therein. The effective federal tax rate on any qualified
foreign earnings repatriated under Section 965 equals
5.25%. Taxpayers may elect to apply this provision to a
qualified earnings repatriation made during calendar year 2005.
During the first fiscal quarter of 2005, the Company completed
its evaluation of the effects of the repatriation provision and
subsequent to the first quarter, repatriated $570 million
of earnings from its foreign subsidiaries, of which
approximately $476 million qualifies for the 85% dividends
received deduction under Section 965. An estimated tax
provision of approximately $38.6 million for the
repatriation of certain foreign earnings has been recorded as
income tax expense during the first quarter of 2005, in
accordance with FASB Staff Position No. 109-2,
Accounting and Disclosure Guidance for the Foreign Earnings
Repatriation Provision within the American Jobs Creation Act of
2004.
In addition to the income tax on repatriation of
$38.6 million, income tax expense for the quarter ended
March 26, 2005, of $53.4 million, includes
$14.8 million of income tax expense, which reflects the
Companys expected effective income tax rate of
approximately 21% for the full fiscal year ending
December 31, 2005. The income tax expense of approximately
$13.2 million for the quarter ended March 27, 2004
reflects the Companys then expected effective income tax
rate for the full year ended January 1, 2005, of
approximately 18%.
For the periods presented, the Companys effective income
tax rate differs from the U.S. federal statutory rate
primarily due to earnings from operations being taxed in foreign
jurisdictions at a net effective rate lower than the
U.S. rate. Other than the taxes provided on the
$570 million of repatriated foreign earnings, no
U.S. taxes have been provided on these earnings because
such earnings are intended to be indefinitely invested outside
the U.S.
6
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
The major classes of inventories were as follows (in thousands):
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|
|
|
|
|
|
|
|
|
March 26, | |
|
January 1, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Finished products
|
|
$ |
259,588 |
|
|
$ |
232,193 |
|
Raw materials and work in progress
|
|
|
120,465 |
|
|
|
119,645 |
|
Crop-growing costs
|
|
|
116,235 |
|
|
|
116,295 |
|
Operating supplies and other
|
|
|
43,381 |
|
|
|
40,758 |
|
|
|
|
|
|
|
|
|
|
$ |
539,669 |
|
|
$ |
508,891 |
|
|
|
|
|
|
|
|
|
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4. |
GOODWILL AND INTANGIBLE ASSETS |
Goodwill has been allocated to the Companys reporting
segments as follows (in thousands):
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|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
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|
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|
Fresh | |
|
Fresh | |
|
Packaged | |
|
Fresh-cut |
|
|
|
|
|
|
Fruit | |
|
Vegetables | |
|
Foods | |
|
Flowers |
|
Other |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
|
|
|
| |
Balance as of January 1, 2005
|
|
$ |
375,676 |
|
|
$ |
97,663 |
|
|
$ |
63,526 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
536,865 |
|
Additions
|
|
|
|
|
|
|
|
|
|
|
6,340 |
|
|
|
|
|
|
|
|
|
|
|
6,340 |
|
Other
|
|
|
|
|
|
|
(34 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(34 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 26, 2005
|
|
$ |
375,676 |
|
|
$ |
97,629 |
|
|
$ |
69,866 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
543,171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The additions to goodwill during the quarter ended
March 26, 2005 relate primarily to a purchase price
adjustment associated with the 2004 acquisition of Wood
Holdings, Inc. (JR Wood), a privately held
frozen fruit producer and manufacturer. The purchase price
adjustment is attributable to a change in the expected
reimbursement of certain tax liabilities payable to the selling
shareholders as a result of the transaction. The purchase price
is preliminary and changes may occur as additional information
becomes available.
Details of the Companys intangible assets were as follows
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
March 26, | |
|
January 1, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
$ |
38,501 |
|
|
$ |
38,501 |
|
|
Licenses
|
|
|
20,688 |
|
|
|
20,688 |
|
|
Other amortized intangible assets
|
|
|
9,067 |
|
|
|
9,132 |
|
|
|
|
|
|
|
|
|
|
|
68,256 |
|
|
|
68,321 |
|
Accumulated amortization customer relationships
|
|
|
(6,390 |
) |
|
|
(5,542 |
) |
Accumulated amortization licenses
|
|
|
(14,942 |
) |
|
|
(13,218 |
) |
Other accumulated amortization
|
|
|
(5,663 |
) |
|
|
(5,588 |
) |
|
|
|
|
|
|
|
Accumulated amortization intangible assets
|
|
|
(26,995 |
) |
|
|
(24,348 |
) |
|
|
|
|
|
|
|
Intangible assets, net
|
|
|
41,261 |
|
|
|
43,973 |
|
Unamortized intangible assets:
|
|
|
|
|
|
|
|
|
|
Trademark, trade names and other related intangibles
|
|
|
694,518 |
|
|
|
694,518 |
|
|
|
|
|
|
|
|
Total intangible assets, net
|
|
$ |
735,779 |
|
|
$ |
738,491 |
|
|
|
|
|
|
|
|
7
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
Amortization expense of intangible assets for the quarters ended
March 26, 2005 and March 27, 2004 totaled
$2.8 million and $2.5 million, respectively. As of
March 26, 2005, the estimated remaining amortization
expense associated with the Companys intangible assets in
each of the next five fiscal years is as follows (in thousands):
|
|
|
|
|
Fiscal Year |
|
Amount | |
|
|
| |
2005
|
|
$ |
9,114 |
|
2006
|
|
$ |
4,323 |
|
2007
|
|
$ |
3,677 |
|
2008
|
|
$ |
3,677 |
|
2009
|
|
$ |
3,677 |
|
Long-term debt consisted of the following amounts (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
March 26, | |
|
January 1, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Unsecured debt:
|
|
|
|
|
|
|
|
|
|
8.625% notes due 2009
|
|
$ |
400,000 |
|
|
$ |
400,000 |
|
|
7.25% notes due 2010
|
|
|
400,000 |
|
|
|
400,000 |
|
|
8.875% notes due 2011
|
|
|
475,000 |
|
|
|
475,000 |
|
|
8.75% debentures due 2013
|
|
|
155,000 |
|
|
|
155,000 |
|
Secured debt:
|
|
|
|
|
|
|
|
|
|
Revolving credit facility
|
|
|
110,000 |
|
|
|
|
|
|
Term loan facility
|
|
|
335,158 |
|
|
|
341,619 |
|
|
Contracts and notes due 2005 2010, at a
weighted-average interest rate of 6.67% (7.84% in 2004)
|
|
|
2,315 |
|
|
|
2,801 |
|
Capital lease obligations
|
|
|
91,457 |
|
|
|
95,539 |
|
Unamortized debt discount
|
|
|
(1,585 |
) |
|
|
(1,661 |
) |
|
|
|
|
|
|
|
|
|
|
1,967,345 |
|
|
|
1,868,298 |
|
Current maturities
|
|
|
(30,958 |
) |
|
|
(31,278 |
) |
|
|
|
|
|
|
|
|
|
$ |
1,936,387 |
|
|
$ |
1,837,020 |
|
|
|
|
|
|
|
|
The Company amortized deferred debt issuance costs of
$1.9 million and $2.1 million during the quarters
ended March 26, 2005 and March 27, 2004, respectively.
Weighted-average interest rates on the revolving credit and term
loan facilities were approximately 5.05% and 5.18%,
respectively, at March 26, 2005. At March 26, 2005,
the Company had approximately $97.8 million available under
the $300 million revolving credit portion of the senior
secured credit facilities.
At March 26, 2005, the Company was in compliance with all
applicable covenants under the senior secured credit facilities
and the indentures to the Companys senior notes and
debentures.
8
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
Comprehensive Income
The components of comprehensive income were as follows in each
period (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended | |
|
|
| |
|
|
March 26, | |
|
March 27, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Net income
|
|
$ |
17,154 |
|
|
$ |
60,834 |
|
Unrealized foreign currency translation loss, net
|
|
|
(7,646 |
) |
|
|
(6,510 |
) |
Reclassification of realized cash flow hedging
(gains) losses to net income
|
|
|
(106 |
) |
|
|
3,784 |
|
Unrealized net gain (loss) on cash flow hedging instruments
|
|
|
(646 |
) |
|
|
755 |
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$ |
8,756 |
|
|
$ |
58,863 |
|
|
|
|
|
|
|
|
Dividends
The Company did not declare or pay any dividends during the
quarter ended March 26, 2005. During the quarter ended
March 27, 2004, the Company declared and paid dividends of
$10 million to its parent company, Dole Holding Company,
LLC. Dole Holding Company, LLC is a Delaware limited liability
company and a direct, wholly owned subsidiary of DHM Holding
Company, Inc. The Companys ability to declare future
dividends is restricted under the terms of its senior secured
credit facilities and bond indentures. Refer to Note 10 for
discussion on dividends declared in May 2005.
|
|
7. |
EMPLOYEE BENEFIT PLANS |
The components of net periodic benefit cost for the
Companys U.S. and international pension plans and other
postretirement benefit (OPRB) plans were as follows
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans | |
|
OPRB Plans | |
|
|
| |
|
| |
|
|
Quarter Ended | |
|
Quarter Ended | |
|
|
| |
|
| |
|
|
March 26, | |
|
March 27, | |
|
March 26, | |
|
March 27, | |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$ |
1,328 |
|
|
$ |
1,617 |
|
|
$ |
19 |
|
|
$ |
23 |
|
|
Interest cost
|
|
|
5,375 |
|
|
|
5,450 |
|
|
|
1,169 |
|
|
|
1,284 |
|
|
Expected return on plan assets
|
|
|
(4,249 |
) |
|
|
(4,754 |
) |
|
|
|
|
|
|
|
|
|
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized net loss
|
|
|
233 |
|
|
|
58 |
|
|
|
5 |
|
|
|
6 |
|
|
|
Unrecognized prior service cost (benefit)
|
|
|
16 |
|
|
|
(13 |
) |
|
|
(25 |
) |
|
|
(57 |
) |
|
|
Unrecognized net transition obligation
|
|
|
12 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,715 |
|
|
$ |
2,367 |
|
|
$ |
1,168 |
|
|
$ |
1,256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company made $3 million in voluntary pension
contributions during the first quarter of 2005 to its qualified
U.S. pension plan. The Company estimates a total of
$12 million voluntary contributions will be made to the
qualified U.S. pension plan in 2005. Contributions are voluntary
and can change depending on the Companys operating
performance.
The Company has four primary reportable operating segments:
fresh fruit, fresh vegetables, packaged foods and fresh-cut
flowers. These reportable segments are managed separately due to
differences in their products, production processes,
distribution channels and customer bases.
9
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
Management evaluates and monitors segment performance primarily
through earnings before interest expense and income taxes
(EBIT). EBIT is calculated by adding income taxes
and interest expense to net income. Management believes that
segment EBIT provides useful information for analyzing the
underlying business results as well as allowing investors a
means to evaluate the financial results of each segment in
relation to the Company as a whole. EBIT is not defined under
accounting principles generally accepted in the United States
(GAAP) and should not be considered in isolation or
as a substitute for net income measures prepared in accordance
with GAAP or as a measure of the Companys profitability.
Additionally, the Companys computation of EBIT may not be
comparable to other similarly titled measures computed by other
companies, because not all companies calculate EBIT in the same
fashion.
Revenues from external customers and EBIT for the reportable
operating segments and corporate and other were as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended | |
|
|
| |
|
|
March 26, | |
|
March 27, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Revenues from external customers:
|
|
|
|
|
|
|
|
|
|
Fresh fruit
|
|
$ |
939,527 |
|
|
$ |
873,322 |
|
|
Fresh vegetables
|
|
|
253,606 |
|
|
|
200,083 |
|
|
Packaged foods
|
|
|
190,290 |
|
|
|
127,573 |
|
|
Fresh-cut flowers
|
|
|
52,719 |
|
|
|
49,559 |
|
|
Other operating segments
|
|
|
5,991 |
|
|
|
4,047 |
|
|
|
|
|
|
|
|
|
|
$ |
1,442,133 |
|
|
$ |
1,254,584 |
|
|
|
|
|
|
|
|
EBIT:
|
|
|
|
|
|
|
|
|
|
Fresh fruit
|
|
$ |
76,509 |
|
|
$ |
81,367 |
|
|
Fresh vegetables
|
|
|
19,204 |
|
|
|
22,606 |
|
|
Packaged foods
|
|
|
17,927 |
|
|
|
13,044 |
|
|
Fresh-cut flowers
|
|
|
4,558 |
|
|
|
4,658 |
|
|
Other operating segments
|
|
|
75 |
|
|
|
(115 |
) |
|
|
|
|
|
|
|
|
Total operating segments
|
|
|
118,273 |
|
|
|
121,560 |
|
|
Corporate and other
|
|
|
(11,639 |
) |
|
|
(12,812 |
) |
Interest expense
|
|
|
36,059 |
|
|
|
34,741 |
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$ |
70,575 |
|
|
$ |
74,007 |
|
|
|
|
|
|
|
|
Total assets for the reportable operating segments and corporate
and other were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 26, | |
|
January 1, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Fresh fruit
|
|
$ |
2,351,570 |
|
|
$ |
2,285,924 |
|
Fresh vegetables
|
|
|
469,966 |
|
|
|
428,851 |
|
Packaged foods
|
|
|
586,460 |
|
|
|
563,306 |
|
Fresh-cut flowers
|
|
|
152,630 |
|
|
|
144,137 |
|
Other operating segments
|
|
|
11,547 |
|
|
|
11,886 |
|
|
|
|
|
|
|
|
Total operating segments
|
|
|
3,572,173 |
|
|
|
3,434,104 |
|
Corporate and other
|
|
|
892,778 |
|
|
|
897,513 |
|
|
|
|
|
|
|
|
|
|
$ |
4,464,951 |
|
|
$ |
4,331,617 |
|
|
|
|
|
|
|
|
10
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
The Company is a guarantor of indebtedness of some of its key
fruit suppliers and other entities integral to its operations.
At March 26, 2005, these guarantees of $4.5 million
consisted primarily of amounts advanced under third party bank
agreements to independent growers that supply the Company with
product, and other affiliates. The Company has not historically
experienced any significant losses associated with these
guarantees.
As part of its normal business activities, the Company and its
subsidiaries also provide guarantees to various regulatory
authorities, primarily in Europe, in order to comply with
foreign regulations when operating businesses overseas. These
guarantees relate to customs duties and banana import license
fees that are granted to the European Union member states
agricultural authority. These guarantees are obtained from
commercial banks in the form of letters of credit or bank
guarantees. In addition, the Company issues letters of credit
and bonds through major banking institutions and insurance
companies as required by certain vendor and other operating
agreements. As of March 26, 2005 total letters of credit
and bonds outstanding were $114.3 million.
The Company also provides various guarantees, mostly to foreign
banks, in the course of its normal business operations to
support the borrowings, leases and other obligations of its
subsidiaries. The Company guaranteed $143.9 million of its
subsidiaries obligations to their suppliers and other
third parties as of March 26, 2005.
The Company has change of control agreements with certain key
executives, under which severance payments and benefits would
become payable in the event of specified terminations of
employment following a change of control (as defined) of the
Company.
The Company is involved from time to time in claims and legal
actions incidental to its operations, both as plaintiff and
defendant. The Company has established what management currently
believes to be adequate reserves for pending legal matters.
These reserves are established as part of an ongoing worldwide
assessment of claims and legal actions that takes into
consideration such items as changes in the pending case load
(including resolved and new matters), opinions of legal counsel,
individual developments in court proceedings, changes in the
law, changes in business focus, changes in the litigation
environment, changes in opponent strategy and tactics, new
developments as a result of ongoing discovery, and past
experience in defending and settling similar claims. In the
opinion of management, after consultation with outside counsel,
the claims or actions to which the Company is a party are not
expected to have a material adverse effect, individually or in
the aggregate, on the Companys financial condition or
results of operations.
A significant portion of the Companys legal exposure
relates to lawsuits pending in the United States and in several
foreign countries, alleging injury as a result of exposure to
the agricultural chemical DBCP (1,2-dibromo-3-chloropropane).
DBCP was manufactured by several chemical companies including
Dow and Shell and registered by the U.S. government for use
on food crops. The Company and other growers applied DBCP on
banana farms in Latin America and the Philippines and on
pineapple farms in Hawaii. Specific periods of use varied among
the different locations. The Company halted all purchases of
DBCP, including for use in foreign countries, when the
U.S. EPA cancelled the registration of DBCP for use in the
United States in 1979. That cancellation was based in part on a
1977 study by a manufacturer which indicated an apparent link
between male sterility and exposure to DBCP among factory
workers producing the product, as well as early product testing
done by the manufacturers showing testicular effects on animals
exposed to DBCP. To date, there is no reliable evidence
demonstrating that field application of DBCP led to sterility
among farm workers, although that claim is made in the pending
lawsuits. Nor is there any reliable scientific evidence that
DBCP causes any other injuries in humans, although plaintiffs in
the various actions assert claims based on cancer, birth defects
and other general illnesses.
Currently there are 591 lawsuits, in various stages of
proceedings, alleging injury as a result of exposure to DBCP.
Sixteen of these lawsuits are currently pending in various
jurisdictions in the United States, including
11
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
three new cases pending in the Superior Court for the County of
Los Angeles with 2,669 total Honduran, Panamanian and Guatemalan
plaintiffs seeking unspecified damages. The remaining cases are
pending in Latin America and the Philippines, including 451
labor cases pending in Costa Rica under that countrys
national insurance program and a case recently filed in the
civil court in Honduras brought by 788 claimants seeking
$236.4 million. Claimed damages in DBCP cases worldwide
total approximately $19 billion, with the lawsuits in
Nicaragua representing approximately 73% of this amount. In
almost all of the non-labor cases, the Company is a joint
defendant with the major DBCP manufacturers and, typically,
other banana growers. Except as described below, none of these
lawsuits has resulted in a verdict or judgment against the
Company.
In Nicaragua, 106 cases have been filed, with the majority of
the lawsuits brought pursuant to Law 364, an October 2000
Nicaraguan statute that contains substantive and procedural
provisions that Nicaraguas Attorney General formally
opined are unconstitutional. In October 2003, the Supreme Court
of Nicaragua issued an advisory opinion, not connected with any
litigation, that Law 364 is constitutional.
Fifteen cases filed in a civil trial court in Managua, Nicaragua
have resulted in judgments for the claimants:
$489.4 million (nine cases with 468 claimants) on
December 11, 2002; $82.9 million (one case with
58 claimants) on February 25, 2004; $15.7 million
(one case with 20 claimants) on May 25, 2004;
$4 million (one case with four claimants) on May 25,
2004; $56.5 million (one case with 72 claimants) on
June 14, 2004; $64.8 million (one case with 86
claimants) on June 15, 2004; and $27.7 million (one
case with approximately 39 claimants) on March 17, 2005. In
addition to three recently served cases, active cases are
currently pending in civil trial courts in Managua (9),
Chinendega (8) and Puerto Cabezas (2). In all of those
cases but one in Chinendega which has been ordered to mediation
and the three recently served cases, the Company has sought to
have the cases returned to the United States pursuant to
Law 364. Notwithstanding, the Chinendega court denied the
Companys request in seven of the cases pending there; the
Managua court denied the Companys request with respect to
two of the cases pending there; and the court in Puerto Cabezas
denied the Companys request with respect to the two cases
there. The Companys requests as to the remaining two cases
in Managua are still pending. The Company has appealed the two
decisions of the court in Puerto Cabezas and the two decisions
of the court in Managua and will appeal the seven decisions of
the court in Chinendega once the Company has been served with
those decisions.
The claimants attempted enforcement of the
December 11, 2002 judgment for $489.4 million in the
United States resulted in a dismissal with prejudice of that
action by the United States District Court for the Central
District of California on October 20, 2003. The claimants
have appealed that decision to the United States Court of
Appeals for the Ninth Circuit. Dole expects to prevail in that
appeal.
Claimants have also indicated their intent to seek enforcement
of the Nicaraguan judgments in Ecuador, Venezuela and other
countries in Latin America and elsewhere. In Ecuador, the
claimants have attempted to enforce the five Nicaraguan
judgments issued between December 11, 2002 through
June 15, 2004. The First, Second and Third Chambers of the
Ecuador Supreme Court have issued rulings refusing to consider
these enforcement actions on the ground that the Supreme Court
was not a court of competent jurisdiction for enforcement of a
foreign judgment. The plaintiffs have subsequently refiled these
five enforcement actions in the civil court in Guayaquil,
Ecuador.
The Company believes that none of the Nicaraguan civil trial
courts judgments will be enforceable against any Dole
entity in the U.S. or in any other country, because
Nicaraguas Law 364 is unconstitutional and violates
international principles of due process. Among other things, Law
364 is an improper special law directed at
particular parties; it requires defendants to pay large,
non-refundable deposits in order to even participate in the
litigation; it provides a severely truncated procedural process;
it establishes an irrebuttable presumption of causation that is
contrary to the evidence and scientific data; and it sets
unreasonable minimum damages that must be awarded in every case.
As to all the DBCP matters, the Company has denied liability and
asserted substantial defenses. Although no assurance can be
given concerning the outcome of these cases, in the opinion of
management,
12
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
after consultation with legal counsel and based on past
experience defending and settling DBCP claims, the pending
lawsuits are not expected to have a material adverse effect on
the Companys financial condition or results of operations.
In April 2005, the Company executed an amendment and restatement
of its senior secured credit facility agreement (the
Amended and Restated Credit Agreement). The purpose
of the amendment was to lower the Companys overall
effective interest rate and to more effectively match the
Companys debt structure to its foreign and domestic cash
flows. Under the Amended and Restated Credit Agreement, the
Company obtained financing through term loan borrowings
(Term Loan A and Term Loan B),
$350 million relating to Term Loan A (denominated in
Japanese yen), $400 million relating to Term Loan B
and $300 million of revolving credit facilities. Borrowings
under Term Loan A and Term Loan B are repayable in
quarterly tranches through 2010 and 2012, respectively. The
Company may accelerate repayments under term loans at its option
without penalty.
Provisions under the Amended and Restated Credit Agreement are
similar to the existing provisions under the Companys
senior secured credit facility agreement; however, the
provisions provide for slightly less restrictive covenants and
more favorable interest rates.
In addition, in April 2005, the Company completed a tender offer
to purchase for cash $325 million aggregate principal
amount of the Companys outstanding debt securities at a
premium of $32.1 million.
In May 2005, the Company declared dividends of $74 million
to its parent company, Dole Holding Company, LLC. As planned,
the dividends are a return of the capital contribution made to
the Company by Dole Holding Company, LLC, in 2004. It is
estimated that approximately $12.3 million of the dividend
will be paid in the second quarter of 2005, with the balance of
$61.7 million to be paid in the third quarter of 2005.
|
|
11. |
GUARANTOR FINANCIAL INFORMATION |
In connection with the issuance of the 2011 Notes in March 2003
and the 2010 Notes in May 2003, the Company and all of its
wholly-owned domestic subsidiaries (Guarantors) have
fully and unconditionally guaranteed, on a joint and several
basis, the Companys obligations under the related
indentures (the Guarantees). Each Guarantee is
subordinated in right of payment to the Guarantors
existing and future senior debt, including obligations under the
senior secured credit facility, and will rank pari passu with
all senior subordinated indebtedness of the applicable
Guarantor. All Guarantors are 100% owned by the Company.
The accompanying guarantor condensed consolidating financial
information is presented on the equity method of accounting for
all periods presented. Under this method, investments in
subsidiaries are recorded at cost and adjusted for the
Companys share in the subsidiaries cumulative
results of operations, capital contributions and distributions
and other changes in equity. Elimination entries relate
primarily to the elimination of investments in subsidiaries and
associated intercompany balances and transactions.
The following are condensed consolidating statements of
operations of the Company for the quarters ended March 26,
2005 and March 27, 2004; condensed consolidating balance
sheets as of March 26, 2005 and January 1, 2005; and
condensed consolidating statements of cash flows for the
quarters ended March 26, 2005 and March 27, 2004.
13
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Quarter Ended March 26, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dole Food | |
|
|
|
|
|
|
|
|
|
|
Company, Inc. | |
|
Guarantors | |
|
Non Guarantors | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues, net
|
|
$ |
127,259 |
|
|
$ |
583,433 |
|
|
$ |
1,036,999 |
|
|
$ |
(305,558 |
) |
|
$ |
1,442,133 |
|
Cost of products sold
|
|
|
95,496 |
|
|
|
519,636 |
|
|
|
911,441 |
|
|
|
(303,102 |
) |
|
|
1,223,471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
31,763 |
|
|
|
63,797 |
|
|
|
125,558 |
|
|
|
(2,456 |
) |
|
|
218,662 |
|
Selling, marketing and general and administrative expenses
|
|
|
32,287 |
|
|
|
27,924 |
|
|
|
57,063 |
|
|
|
(2,456 |
) |
|
|
114,818 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(524 |
) |
|
|
35,873 |
|
|
|
68,495 |
|
|
|
|
|
|
|
103,844 |
|
Equity in subsidiary income
|
|
|
86,357 |
|
|
|
65,570 |
|
|
|
|
|
|
|
(151,927 |
) |
|
|
|
|
Other income (expense), net
|
|
|
(294 |
) |
|
|
201 |
|
|
|
1,808 |
|
|
|
|
|
|
|
1,715 |
|
Interest income
|
|
|
27 |
|
|
|
58 |
|
|
|
990 |
|
|
|
|
|
|
|
1,075 |
|
Interest expense
|
|
|
31,945 |
|
|
|
41 |
|
|
|
4,073 |
|
|
|
|
|
|
|
36,059 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
53,621 |
|
|
|
101,661 |
|
|
|
67,220 |
|
|
|
(151,927 |
) |
|
|
70,575 |
|
Income tax expense
|
|
|
36,467 |
|
|
|
15,036 |
|
|
|
1,918 |
|
|
|
|
|
|
|
53,421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
17,154 |
|
|
$ |
86,625 |
|
|
$ |
65,302 |
|
|
$ |
(151,927 |
) |
|
$ |
17,154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarter Ended March 27, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dole Food | |
|
|
|
|
|
|
|
|
|
|
Company, Inc. | |
|
Guarantors | |
|
Non Guarantors | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues, net
|
|
$ |
107,615 |
|
|
$ |
479,707 |
|
|
$ |
943,908 |
|
|
$ |
(276,646 |
) |
|
$ |
1,254,584 |
|
Cost of products sold
|
|
|
82,447 |
|
|
|
420,714 |
|
|
|
825,163 |
|
|
|
(276,646 |
) |
|
|
1,051,678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
25,168 |
|
|
|
58,993 |
|
|
|
118,745 |
|
|
|
|
|
|
|
202,906 |
|
Selling, marketing and general and administrative expenses
|
|
|
26,612 |
|
|
|
22,228 |
|
|
|
46,578 |
|
|
|
|
|
|
|
95,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(1,444 |
) |
|
|
36,765 |
|
|
|
72,167 |
|
|
|
|
|
|
|
107,488 |
|
Equity in subsidiary income
|
|
|
88,968 |
|
|
|
64,603 |
|
|
|
|
|
|
|
(153,571 |
) |
|
|
|
|
Other income (expense), net
|
|
|
(243 |
) |
|
|
(38 |
) |
|
|
619 |
|
|
|
|
|
|
|
338 |
|
Interest income
|
|
|
47 |
|
|
|
73 |
|
|
|
802 |
|
|
|
|
|
|
|
922 |
|
Interest expense
|
|
|
29,645 |
|
|
|
43 |
|
|
|
5,053 |
|
|
|
|
|
|
|
34,741 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
57,683 |
|
|
|
101,360 |
|
|
|
68,535 |
|
|
|
(153,571 |
) |
|
|
74,007 |
|
Income tax expense
|
|
|
(3,151 |
) |
|
|
13,436 |
|
|
|
2,888 |
|
|
|
|
|
|
|
13,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
60,834 |
|
|
$ |
87,924 |
|
|
$ |
65,647 |
|
|
$ |
(153,571 |
) |
|
$ |
60,834 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING BALANCE SHEET
As of March 26, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dole Food | |
|
|
|
|
|
|
|
|
|
|
Company, Inc. | |
|
Guarantors | |
|
Non Guarantors | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
17,376 |
|
|
$ |
(5,831 |
) |
|
$ |
50,305 |
|
|
$ |
|
|
|
$ |
61,850 |
|
|
Receivables, net of allowances
|
|
|
140,988 |
|
|
|
141,984 |
|
|
|
470,371 |
|
|
|
|
|
|
|
753,343 |
|
|
Inventories
|
|
|
72,597 |
|
|
|
163,331 |
|
|
|
303,741 |
|
|
|
|
|
|
|
539,669 |
|
|
Prepaid expenses
|
|
|
8,008 |
|
|
|
12,756 |
|
|
|
42,970 |
|
|
|
|
|
|
|
63,734 |
|
|
Deferred income tax assets
|
|
|
23,330 |
|
|
|
14,333 |
|
|
|
5,297 |
|
|
|
|
|
|
|
42,960 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
262,299 |
|
|
|
326,573 |
|
|
|
872,684 |
|
|
|
|
|
|
|
1,461,556 |
|
|
Investments
|
|
|
2,783,075 |
|
|
|
2,187,455 |
|
|
|
90,707 |
|
|
|
(4,968,748 |
) |
|
|
92,489 |
|
|
Property, plant and equipment, net
|
|
|
303,174 |
|
|
|
363,008 |
|
|
|
829,862 |
|
|
|
|
|
|
|
1,496,044 |
|
|
Goodwill and intangible assets, net
|
|
|
731,176 |
|
|
|
164,440 |
|
|
|
383,334 |
|
|
|
|
|
|
|
1,278,950 |
|
|
Other assets, net
|
|
|
48,588 |
|
|
|
8,880 |
|
|
|
78,444 |
|
|
|
|
|
|
|
135,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
4,128,312 |
|
|
$ |
3,050,356 |
|
|
$ |
2,255,031 |
|
|
$ |
(4,968,748 |
) |
|
$ |
4,464,951 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$ |
89,220 |
|
|
$ |
318,867 |
|
|
$ |
454,622 |
|
|
$ |
|
|
|
$ |
862,709 |
|
|
Current portion of long-term debt
|
|
|
(335 |
) |
|
|
729 |
|
|
|
30,564 |
|
|
|
|
|
|
|
30,958 |
|
|
Notes payable
|
|
|
|
|
|
|
630 |
|
|
|
|
|
|
|
|
|
|
|
630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
88,885 |
|
|
|
320,226 |
|
|
|
485,186 |
|
|
|
|
|
|
|
894,297 |
|
|
Intercompany payables (receivables)
|
|
|
945,127 |
|
|
|
(127,242 |
) |
|
|
(817,885 |
) |
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
1,678,751 |
|
|
|
1,558 |
|
|
|
256,078 |
|
|
|
|
|
|
|
1,936,387 |
|
|
Deferred income tax liabilities
|
|
|
328,906 |
|
|
|
35,131 |
|
|
|
44,274 |
|
|
|
|
|
|
|
408,311 |
|
|
Other long-term liabilities
|
|
|
400,014 |
|
|
|
38,578 |
|
|
|
81,802 |
|
|
|
|
|
|
|
520,394 |
|
|
Minority interests
|
|
|
|
|
|
|
6,080 |
|
|
|
12,853 |
|
|
|
|
|
|
|
18,933 |
|
|
Total shareholders equity
|
|
|
686,629 |
|
|
|
2,776,025 |
|
|
|
2,192,723 |
|
|
|
(4,968,748 |
) |
|
|
686,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$ |
4,128,312 |
|
|
$ |
3,050,356 |
|
|
$ |
2,255,031 |
|
|
$ |
(4,968,748 |
) |
|
$ |
4,464,951 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING BALANCE SHEET
As of January 1, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dole Food | |
|
|
|
|
|
|
|
|
|
|
Company, Inc. | |
|
Guarantors | |
|
Non Guarantors | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
9,236 |
|
|
$ |
3,279 |
|
|
$ |
66,702 |
|
|
$ |
|
|
|
$ |
79,217 |
|
|
Receivables, net of allowances
|
|
|
194,538 |
|
|
|
25,750 |
|
|
|
397,664 |
|
|
|
|
|
|
|
617,952 |
|
|
Inventories
|
|
|
65,340 |
|
|
|
163,799 |
|
|
|
279,752 |
|
|
|
|
|
|
|
508,891 |
|
|
Prepaid expenses
|
|
|
7,239 |
|
|
|
11,861 |
|
|
|
44,642 |
|
|
|
|
|
|
|
63,742 |
|
|
Deferred income tax assets
|
|
|
24,391 |
|
|
|
13,427 |
|
|
|
5,733 |
|
|
|
|
|
|
|
43,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
300,744 |
|
|
|
218,116 |
|
|
|
794,493 |
|
|
|
|
|
|
|
1,313,353 |
|
|
Investments
|
|
|
2,406,115 |
|
|
|
1,926,079 |
|
|
|
92,928 |
|
|
|
(4,330,641 |
) |
|
|
94,481 |
|
|
Property, plant and equipment, net
|
|
|
303,129 |
|
|
|
366,142 |
|
|
|
847,084 |
|
|
|
|
|
|
|
1,516,355 |
|
|
Goodwill and intangible assets, net
|
|
|
731,832 |
|
|
|
158,328 |
|
|
|
385,196 |
|
|
|
|
|
|
|
1,275,356 |
|
|
Other assets, net
|
|
|
49,705 |
|
|
|
8,836 |
|
|
|
73,531 |
|
|
|
|
|
|
|
132,072 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
3,791,525 |
|
|
$ |
2,677,501 |
|
|
$ |
2,193,232 |
|
|
$ |
(4,330,641 |
) |
|
$ |
4,331,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$ |
119,405 |
|
|
$ |
285,815 |
|
|
$ |
442,762 |
|
|
$ |
|
|
|
$ |
847,982 |
|
|
Current portion of long-term debt
|
|
|
(335 |
) |
|
|
701 |
|
|
|
30,912 |
|
|
|
|
|
|
|
31,278 |
|
|
Notes payable
|
|
|
|
|
|
|
624 |
|
|
|
|
|
|
|
|
|
|
|
624 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
119,070 |
|
|
|
287,140 |
|
|
|
473,674 |
|
|
|
|
|
|
|
879,884 |
|
|
Intercompany payables (receivables)
|
|
|
682,783 |
|
|
|
(92,030 |
) |
|
|
(590,753 |
) |
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
1,598,674 |
|
|
|
1,565 |
|
|
|
236,781 |
|
|
|
|
|
|
|
1,837,020 |
|
|
Deferred income tax liabilities
|
|
|
314,121 |
|
|
|
35,848 |
|
|
|
46,653 |
|
|
|
|
|
|
|
396,622 |
|
|
Other long-term liabilities
|
|
|
399,004 |
|
|
|
38,581 |
|
|
|
82,409 |
|
|
|
|
|
|
|
519,994 |
|
|
Minority interests
|
|
|
|
|
|
|
7,600 |
|
|
|
12,624 |
|
|
|
|
|
|
|
20,224 |
|
|
Total shareholders equity
|
|
|
677,873 |
|
|
|
2,398,797 |
|
|
|
1,931,844 |
|
|
|
(4,330,641 |
) |
|
|
677,873 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$ |
3,791,525 |
|
|
$ |
2,677,501 |
|
|
$ |
2,193,232 |
|
|
$ |
(4,330,641 |
) |
|
$ |
4,331,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Quarter Ended March 26, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dole Food | |
|
|
|
|
|
|
|
|
|
|
Company, Inc. | |
|
Guarantors | |
|
Non Guarantors | |
|
Eliminations |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow provided by (used in) operating activities
|
|
$ |
(71,044 |
) |
|
$ |
7,196 |
|
|
$ |
18,907 |
|
|
$ |
|
|
|
$ |
(44,941 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales of assets
|
|
|
38 |
|
|
|
17 |
|
|
|
3,038 |
|
|
|
|
|
|
|
3,093 |
|
|
Investments and acquisitions
|
|
|
|
|
|
|
|
|
|
|
(47,094 |
) |
|
|
|
|
|
|
(47,094 |
) |
|
Capital additions
|
|
|
(805 |
) |
|
|
(4,348 |
) |
|
|
(10,205 |
) |
|
|
|
|
|
|
(15,358 |
) |
|
Repurchase of common stock in the going-private merger
transaction
|
|
|
(49 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(49 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow used in investing activities
|
|
|
(816 |
) |
|
|
(4,331 |
) |
|
|
(54,261 |
) |
|
|
|
|
|
|
(59,408 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt borrowings
|
|
|
|
|
|
|
322 |
|
|
|
|
|
|
|
|
|
|
|
322 |
|
|
Short-term debt repayments
|
|
|
|
|
|
|
(10,757 |
) |
|
|
|
|
|
|
|
|
|
|
(10,757 |
) |
|
Long-term debt borrowings
|
|
|
223,900 |
|
|
|
127 |
|
|
|
75,800 |
|
|
|
|
|
|
|
299,827 |
|
|
Long-term debt repayments
|
|
|
(143,900 |
) |
|
|
(121 |
) |
|
|
(54,002 |
) |
|
|
|
|
|
|
(198,023 |
) |
|
Dividends paid to minority shareholders
|
|
|
|
|
|
|
(1,546 |
) |
|
|
(231 |
) |
|
|
|
|
|
|
(1,777 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow provided by (used in) financing activities
|
|
|
80,000 |
|
|
|
(11,975 |
) |
|
|
21,567 |
|
|
|
|
|
|
|
89,592 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rate changes on cash and cash
equivalents
|
|
|
|
|
|
|
|
|
|
|
(2,610 |
) |
|
|
|
|
|
|
(2,610 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
8,140 |
|
|
|
(9,110 |
) |
|
|
(16,397 |
) |
|
|
|
|
|
|
(17,367 |
) |
|
Cash and cash equivalents at beginning of period
|
|
|
9,236 |
|
|
|
3,279 |
|
|
|
66,702 |
|
|
|
|
|
|
|
79,217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
17,376 |
|
|
$ |
(5,831 |
) |
|
$ |
50,305 |
|
|
$ |
|
|
|
$ |
61,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Quarter Ended March 27, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dole Food | |
|
|
|
|
|
|
|
|
|
|
Company, Inc. | |
|
Guarantors | |
|
Non Guarantors | |
|
Eliminations |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow provided by (used in) operating activities
|
|
$ |
(63,586 |
) |
|
$ |
9,160 |
|
|
$ |
22,239 |
|
|
$ |
|
|
|
$ |
(32,187 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales of assets
|
|
|
907 |
|
|
|
97 |
|
|
|
1,791 |
|
|
|
|
|
|
|
2,795 |
|
|
Investments and acquisitions
|
|
|
|
|
|
|
|
|
|
|
(2,931 |
) |
|
|
|
|
|
|
(2,931 |
) |
|
Capital additions
|
|
|
(1,557 |
) |
|
|
(2,242 |
) |
|
|
(8,487 |
) |
|
|
|
|
|
|
(12,286 |
) |
|
Repurchase of common stock in the going-private merger
transaction
|
|
|
(1,300 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,300 |
) |
|
Transaction costs paid in the going-private merger transaction
|
|
|
(226 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(226 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow used in investing activities
|
|
|
(2,176 |
) |
|
|
(2,145 |
) |
|
|
(9,627 |
) |
|
|
|
|
|
|
(13,948 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt borrowings
|
|
|
|
|
|
|
218 |
|
|
|
2,157 |
|
|
|
|
|
|
|
2,375 |
|
|
Short-term debt repayments
|
|
|
|
|
|
|
(342 |
) |
|
|
(1,439 |
) |
|
|
|
|
|
|
(1,781 |
) |
|
Long-term debt borrowings
|
|
|
166,100 |
|
|
|
219 |
|
|
|
41 |
|
|
|
|
|
|
|
166,360 |
|
|
Long-term debt repayments
|
|
|
(92,300 |
) |
|
|
(151 |
) |
|
|
(11,474 |
) |
|
|
|
|
|
|
(103,925 |
) |
|
Dividends paid to minority shareholders
|
|
|
|
|
|
|
|
|
|
|
(352 |
) |
|
|
|
|
|
|
(352 |
) |
|
Dividends paid
|
|
|
(10,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow provided by (used in) financing activities
|
|
|
63,800 |
|
|
|
(56 |
) |
|
|
(11,067 |
) |
|
|
|
|
|
|
52,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rate changes on cash and cash
equivalents
|
|
|
|
|
|
|
|
|
|
|
(1,953 |
) |
|
|
|
|
|
|
(1,953 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
(1,962 |
) |
|
|
6,959 |
|
|
|
(408 |
) |
|
|
|
|
|
|
4,589 |
|
|
Cash and cash equivalents at beginning of period
|
|
|
7,424 |
|
|
|
(20,498 |
) |
|
|
46,556 |
|
|
|
|
|
|
|
33,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
5,462 |
|
|
$ |
(13,539 |
) |
|
$ |
46,148 |
|
|
$ |
|
|
|
$ |
38,071 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
DOLE FOOD COMPANY, INC.
ITEM 2. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Overview
In the first quarter of 2005, revenues for Dole Food Company,
Inc. and its consolidated subsidiaries (Dole or the
Company) increased 15% from the prior year,
reflecting strong growth in the majority of the Companys
lines of business, as well as the impact of acquisitions in
2004. For the quarter, operating income decreased 3% compared to
the prior year. These results reflect the impact of higher
production costs and an increase in selling and marketing
expenses. Higher production costs were driven by significantly
higher commodity costs and the weakness of the U.S. dollar
versus many of the currencies in which the Company sources its
production. Net income was $17.2 million for the first
quarter of 2005 compared to $60.8 million in the first
quarter of 2004. The decrease was primarily due to an income tax
provision of $38.6 million on the repatriation of
$570 million of foreign earnings pursuant to The American
Jobs Creation Act (AJCA).
In April 2005, the Company completed an amendment to its
existing Senior Secured Credit Facilities. The purpose of the
amendment was to lower the Companys overall effective
interest rate and to more effectively match the Companys
debt structure to its foreign and domestic cash flows. The
amendment resulted in the Company obtaining funds under
$1,050 million of new senior secured credit facilities
(consisting of $750 million of term loan facilities and
$300 million of revolving credit facilities). These funds
have been used to repay the outstanding term loans under the
Companys existing senior secured credit facilities. In
addition, on April 18, 2005, the Company completed a tender
offer to purchase for cash $325 million aggregate principal
amount of the Companys outstanding debt securities at a
premium of $32.1 million.
Results of Operations
Selected results of operations for the quarters ended
March 26, 2005 and March 27, 2004 were as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended | |
|
|
| |
|
|
March 26, | |
|
March 27, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Revenues, net
|
|
$ |
1,442,133 |
|
|
$ |
1,254,584 |
|
Operating income
|
|
$ |
103,844 |
|
|
$ |
107,488 |
|
Interest income and other income (expense), net
|
|
$ |
2,790 |
|
|
$ |
1,260 |
|
Interest expense
|
|
$ |
36,059 |
|
|
$ |
34,741 |
|
Income tax expense
|
|
$ |
53,421 |
|
|
$ |
13,173 |
|
Net income
|
|
$ |
17,154 |
|
|
$ |
60,834 |
|
Revenues
For the quarter ended March 26, 2005, revenues increased to
$1.44 billion from $1.25 billion in the quarter ended
March 27, 2004. The increase is due to higher worldwide
banana pricing, expanded business activity in the European
ripening and distribution businesses, and higher sales in the
vegetables, packaged foods and fresh-cut flowers businesses. In
addition, revenues benefited from favorable U.S. dollar
exchange rates and the acquisitions of Wood Holdings, Inc.
(JR Wood) and Coastal Berry Company, LLC
(Coastal Berry) in the second and fourth quarters of
2004, respectively. Overall, favorable U.S. exchange rates
positively impacted revenues, primarily in the fresh fruit
segment, by approximately $10.4 million. JR Wood and
Coastal Berry contributed $63.9 million to first quarter
revenues.
Operating Income
For the quarter ended March 26, 2005, operating income
decreased to $103.8 million from $107.5 million in the
quarter ended March 27, 2004. The decrease was primarily
attributable to lower operating results from the Companys
fresh fruit and fresh vegetables segments, partially offset by
improved operating results in the
19
packaged foods segment. Operating results were adversely
impacted by significantly higher commodity costs (including
container board, tin plate, plastic resins, agricultural
chemicals and fuel). Overall, favorable U.S. dollar
exchange rates benefited the quarter by approximately
$1.0 million, net of current year hedge losses. Operating
income for JR Wood and Coastal Berry was $4.2 million in
the first quarter.
Interest Income and Other Income (Expense), Net
For the quarter ended March 26, 2005, interest income and
other income (expense), net was $2.8 million compared to
$1.3 million in the prior year. The increase was due to
higher equity earnings and lower minority interest expense, as a
result of the Companys purchase of the 40% minority
interest in Saba Trading AB (Saba) in December 2004.
Interest Expense
Interest expense for the quarter ended March 26, 2005 was
$36.1 million compared to $34.7 million in the quarter
ended March 27, 2004. Interest expense increased primarily
as a result of higher average debt balances, driven primarily by
the issuance of additional debt to finance the purchase of JR
Wood in June 2004.
Income Tax Expense
Income tax expense for the quarter ended March 26, 2005 of
$53.4 million reflects the Companys expected
effective income tax rate of approximately 21% on earnings for
the full fiscal year ending December 31, 2005, and income
tax expense of $38.6 million on the repatriation of
$570 million of foreign earnings in accordance with AJCA.
These foreign earnings were previously considered indefinitely
invested and accordingly no income tax had been provided. The
income tax expense of approximately $13.2 million for the
quarter ended March 27, 2004 reflects the Companys
then expected effective income tax rate for the full year ended
January 1, 2005, of approximately 18%.
For the periods presented, the Companys effective income
tax rate on current year earnings differs from the
U.S. federal statutory rate primarily due to earnings from
operations being taxed in foreign jurisdictions at a net
effective rate lower than the U.S. rate. Other than the
taxes provided on the $570 million of repatriated foreign
earnings, no U.S. taxes have been provided on these
earnings because such earnings are intended to be indefinitely
invested outside the U.S.
Segment Results of Operations
The Company has four primary reportable operating segments:
fresh fruit, fresh vegetables, packaged foods and fresh-cut
flowers. These reportable segments are managed separately due to
differences in their products, production processes,
distribution channels and customer bases.
The Companys management evaluates and monitors segment
performance primarily through earnings before interest expense
and income taxes (EBIT). EBIT is calculated by
adding income taxes and interest expense to net income.
Management believes that segment EBIT provides useful
information for analyzing the underlying business results as
well as allowing investors a means to evaluate the financial
results of each segment in relation to the Company as a whole.
EBIT is not defined under accounting principles generally
accepted in the United States of America (GAAP) and
should not be considered in isolation or as a substitute for net
income measures prepared in accordance with GAAP or as a measure
of the Companys profitability. Additionally, the
Companys computation of EBIT may not be comparable to
other similarly titled measures computed by other companies,
because not all companies calculate EBIT in the same fashion.
20
Revenues from external customers and EBIT for the reportable
operating segments and corporate and other were as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended | |
|
|
| |
|
|
March 26, | |
|
March 27, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Revenues from external customers:
|
|
|
|
|
|
|
|
|
|
Fresh fruit
|
|
$ |
939,527 |
|
|
$ |
873,322 |
|
|
Fresh vegetables
|
|
|
253,606 |
|
|
|
200,083 |
|
|
Packaged foods
|
|
|
190,290 |
|
|
|
127,573 |
|
|
Fresh-cut flowers
|
|
|
52,719 |
|
|
|
49,559 |
|
|
Other operating segments
|
|
|
5,991 |
|
|
|
4,047 |
|
|
|
|
|
|
|
|
|
|
$ |
1,442,133 |
|
|
$ |
1,254,584 |
|
|
|
|
|
|
|
|
EBIT:
|
|
|
|
|
|
|
|
|
|
Fresh fruit
|
|
$ |
76,509 |
|
|
$ |
81,367 |
|
|
Fresh vegetables
|
|
|
19,204 |
|
|
|
22,606 |
|
|
Packaged foods
|
|
|
17,927 |
|
|
|
13,044 |
|
|
Fresh-cut flowers
|
|
|
4,558 |
|
|
|
4,658 |
|
|
Other operating segments
|
|
|
75 |
|
|
|
(115 |
) |
|
|
|
|
|
|
|
|
Total operating segments
|
|
|
118,273 |
|
|
|
121,560 |
|
|
Corporate and other
|
|
|
(11,639 |
) |
|
|
(12,812 |
) |
Interest expense
|
|
|
36,059 |
|
|
|
34,741 |
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$ |
70,575 |
|
|
$ |
74,007 |
|
|
|
|
|
|
|
|
Fresh Fruit
Fresh fruit revenues in the quarter ended March 26, 2005
increased 8% to $939.5 million from $873.3 million in
the quarter ended March 27, 2004. The increase in fresh
fruit revenues was primarily due to the following: favorable
foreign currency exchange rates versus the U.S. dollar,
improved banana pricing in North America, Europe and Asia,
improved volumes of Tropical Gold® Pineapples sold in North
America and Europe, higher commercial cargo rates and volumes
and expanded activity in the Europe ripening and distribution
businesses. These benefits were partially offset by lower
pineapple pricing in North America and Europe, lower worldwide
deciduous volumes and lower sales of citrus in Asia.
Fresh fruit EBIT in the quarter ended March 26, 2005
decreased 6% to $76.5 million from $81.4 million in
the quarter ended March 27, 2004. EBIT decreased primarily
as a result of significantly higher product costs, higher
shipping costs and higher selling and marketing costs. Higher
product costs were driven by higher commodity prices and
unfavorable foreign exchanges rates due to the strengthening of
the Chilean peso against the U.S. dollar. Higher shipping
costs were driven by higher fuel costs. The net impact of
exchange rates was a benefit of $2.0 million.
Fresh Vegetables
Fresh vegetables revenues for the quarter ended March 26,
2005 increased 27% to $253.6 million from
$200.1 million in the quarter ended March 27, 2004.
The increase was due to higher volumes and pricing of both
commodity vegetables and packaged salads in North America, as
well as the acquisition of Coastal Berry, a producer of fresh
berries, in October 2004. Coastal Berrys revenues were
$25.6 million in the first quarter of 2005.
Fresh vegetables EBIT for the quarter ended March 26, 2005
decreased 15% to $19.2 million from $22.6 million in
the quarter ended March 27, 2004. The decrease in EBIT was
attributable to lower commodity vegetable and packaged salads
earnings. The decrease in commodity vegetable earnings was
driven by higher vegetable growing costs in North America and
Asia and higher distribution expenses, partially offset
21
by Coastal Berry earnings of $3.9 million. The decrease in
packaged salads EBIT was primarily due to significantly higher
product costs as a result of higher vegetable costs, higher
co-pack costs and increased labor and packing material costs.
Packaged Foods
Packaged foods revenues for the quarter ended March 26,
2005 increased 49% to $190.3 million from
$127.6 million in the quarter ended March 27, 2004.
The increase in revenues was primarily attributable to
JR Wood, a frozen fruit producer and manufacturer, which
was acquired in June 2004. JR Wood (renamed Dole Packaged
Frozen Foods) had revenues of $38.3 million in the first
quarter of 2005. The increase in revenues was also driven by
higher volumes of fruit bowls, canned pineapple and fruit in
plastic jars in North America and higher sales of concentrate in
Japan and Europe.
EBIT in the packaged foods segment for the quarter ended
March 26, 2005 increased 37% to $17.9 million from
$13.0 million in the quarter ended March 27, 2004.
EBIT for the quarter increased primarily due to the same factors
that drove the increase in revenues, partially offset by higher
advertising expenses. Dole Packaged Frozen Foods had EBIT of
$0.4 million in the first quarter of 2005.
Fresh-Cut Flowers
Fresh-cut flowers revenues for the quarter ended March 26,
2005 increased 6% to $52.7 million from $49.6 million
in the quarter ended March 27, 2004. The increase in
revenues was due to higher volumes sold to the retail market.
EBIT in the fresh-cut flowers segment for the quarter ended
March 26, 2005 decreased to $4.6 million from
$4.7 million in the quarter ended March 27, 2004. The
decrease in EBIT was primarily due to higher product costs,
primarily resulting from unfavorable currency exchange rates and
higher third party flower purchases. The strengthening of the
Colombian peso against the U.S. dollar adversely impacted
EBIT by approximately $2.8 million. The decrease in EBIT
was partially offset by lower general and administration
expenses.
Corporate and Other
Corporate and other EBIT was a loss of $11.6 million in the
quarter ended March 26, 2005, slightly improving from a
loss of $12.8 million in the quarter ended March 27,
2004. The change in EBIT for the quarter is due to lower general
and administrative costs.
Liquidity and Capital Resources
In the quarter ended March 26, 2005, the Company used cash
flows in operating activities of $44.9 million compared to
cash flows used in operating activities of $32.2 million in
the quarter ended March 27, 2004. Cash used in operating
activities was $12.7 million higher, primarily due to lower
net income, higher receivables associated with higher sales
during the first quarter of 2005, and higher inventories,
primarily in the packaged foods business, to meet higher
anticipated sales. These factors were partially offset by
significantly higher payables, primarily due to the accrual of
income taxes payable related to the provision on repatriated
foreign earnings, as well as the timing of payments.
Cash flows used in investing activities was approximately
$59.4 million in the quarter ended March 26, 2005,
compared to cash flow used of $13.9 million in the quarter
ended March 27, 2004. The increase in cash outflow during
the first quarter of 2005 was primarily due to the settlement of
the $47.1 million payable to Sabas minority
shareholders and higher capital expenditures of
$3.1 million, offset by the absence of investments and
acquisitions of $2.9 million from the first quarter of 2004.
Cash flows from financing activities increased to
$89.6 million in the quarter ended March 26, 2005
compared to cash flows from financing activities of
$52.7 million in the quarter ended March 27, 2004. The
increase is mainly due to higher net long-term debt borrowings
of $39.4 million during the first quarter of 2005,
primarily to finance first quarter working capital needs.
As of March 26, 2005, the Company had outstanding balances
under its senior secured credit facilities of approximately
$445.2 million, consisting of approximately
$335.2 million in term loans and $110 million
22
outstanding under revolving credit facilities. At March 26,
2005, the Company had approximately $97.8 million available
under the $300 million revolving credit portion of the
senior secured credit facilities.
Provisions under the senior secured credit facilities and the
indentures to the Companys senior notes and debentures
require the Company to comply with certain financial covenants.
These covenants include financial performance measures, such as
minimum required interest coverage ratios, minimum fixed charge
coverage ratios, minimum quarterly earnings and maximum
permitted leverage ratios, as well as limitations on, among
other things, indebtedness, capital expenditures, investments,
loans to subsidiaries, employees and third parties, the issuance
of guarantees and the payment of dividends. At March 26,
2005, the Company was in compliance with all applicable
covenants.
In April 2005, the Company executed an amendment and restatement
of its senior secured credit facility agreement (the
Amended and Restated Credit Agreement). Under the
Amended and Restated Credit Agreement, the Company obtained
financing through term loan borrowings (Term
Loan A and Term Loan B), consisting
of approximately $350 million relating to Term Loan A
(denominated in Japanese yen), $400 million relating to
Term Loan B and $300 million of revolving credit
facilities. Borrowings under Term Loan A and Term
Loan B are repayable in quarterly tranches through 2010 and
2012, respectively. The Company may accelerate repayments under
term loans at its option without penalty.
Provisions under the Amended and Restated Credit Agreement are
similar to the existing provisions under the Companys
senior secured credit facility agreement; however, the
provisions provide for slightly less restrictive covenants and
more favorable interest rates.
The Company believes that its existing cash balance and
available borrowings under the revolving credit facility of
$61.9 million and $97.8 million, respectively, at
March 26, 2005, together with its future cash flow from
operations and access to capital markets will enable it to meet
its working capital, capital expenditure, debt maturity and
other commitments and funding requirements. Factors impacting
the Companys cash flow from operations include such items
as commodity prices, interest rates and foreign currency
exchange rates, among other things, as set forth in the
Companys Form 10-K for the fiscal year ended
January 1, 2005 and in subsequent SEC filings.
Other Matters
Financial Instruments: The Companys derivative
instruments consist of Colombian peso denominated foreign
currency exchange forward contracts, bunker fuel hedges and euro
collars. These instruments are designated as effective hedges of
cash flows as defined by Statement of Financial Accounting
Standards No. 133 (FAS 133), Accounting
for Derivative Instruments and Hedging Activities and as
amended by FASB Statement of Financial Accounting Standards
No. 138, Accounting for Certain Derivative Instruments
and Certain Hedging Activities An Amendment of FASB
Statement No. 133. The Company enters into foreign
currency exchange forward contracts to reduce its risk related
to anticipated dollar equivalent foreign currency cash flows.
The fair value of outstanding foreign currency exchange forwards
and euro collars was a loss position of $(2.2) million as
of March 26, 2005. At March 26, 2005, the outstanding
notional amount of the Companys foreign exchange forwards
and euro collars totaled $89.7 million. The Company enters
into bunker fuel hedges to reduce its risk related to price
fluctuations on anticipated bunker fuel purchases. At
March 26, 2005, bunker fuel hedges had a fair value and an
aggregate outstanding notional amount of $1.7 million and
$5.6 million, respectively. The fair value of all
instruments designated as of March 26, 2005, has been
included as a component of accumulated other comprehensive
income in shareholders equity. Settlement of these
contracts will occur in 2005 and 2006.
European Union Quota: The European Union (EU)
maintains banana regulations that impose quotas and tariffs on
bananas. In April 2001, the EU reached agreements with the
United States and Ecuador to implement a tariff-only import
system no later than January 1, 2006. After reaching these
agreements, the EU adjusted applicable quotas and amended rules
for allocation of licenses for an interim regime preceding the
future tariff-only regime. This interim regime began on
July 1, 2001. Subsidiaries of the Company are entitled to
licenses under the changed rules and are using the licenses in
such a way as to maintain and maximize license rights.
23
Following the 2001 agreement with the United States and Ecuador,
the EU is committed to replace the quota system with a
tariff-only system no later than January 1, 2006. In
January 2005, the EU formally notified the World Trade
Organization of its intent to apply as of January 1, 2006 a
single import duty of 230 euro per metric ton of bananas
imported from Latin America to the EU. On March 31, 2005,
Latin producing countries formally requested arbitration from
the World Trade Organization to lower the tariff. On May 2,
2005, the World Trade Organization appointed a three member
arbitration panel and so arbitration will begin shortly. It is
too early to predict what specific tariff level will result from
such arbitration.
Senior Secured Credit Facilities: As described in
Liquidity and Capital Resources above, in April 2005, the
Company amended its Senior Secured Credit Facilities in order to
lower the Companys overall effective interest rate and to
more effectively match the Companys debt structure to its
foreign and domestic cash flows.
Dividend declaration: In May 2005, the Company declared
dividends of $74 million to its parent company, Dole
Holding Company, LLC. As planned, the dividends are a return of
the capital contribution made to the Company by Dole Holding
Company, LLC, in 2004. It is estimated that approximately
$12.3 million of the dividend will be paid in the second
quarter of 2005, with the balance of $61.7 million to be
paid in the third quarter of 2005.
Supplemental Financial Information
The following financial information has been presented, as
management believes that it is useful information to some
readers of the Companys condensed consolidated financial
statements (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 26, | |
|
January 1, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
Total working capital (current assets less current liabilities)
|
|
$ |
567,259 |
|
|
$ |
433,469 |
|
Total assets
|
|
$ |
4,464,951 |
|
|
$ |
4,331,617 |
|
Total debt
|
|
$ |
1,967,975 |
|
|
$ |
1,868,922 |
|
Total shareholders equity
|
|
$ |
686,629 |
|
|
$ |
677,873 |
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended | |
|
|
| |
|
|
March 26, | |
|
March 27, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Other Financial Data:
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
17,154 |
|
|
$ |
60,834 |
|
Interest expense
|
|
|
36,059 |
|
|
|
34,741 |
|
Income taxes
|
|
|
53,421 |
|
|
|
13,173 |
|
Depreciation and amortization
|
|
|
33,466 |
|
|
|
32,358 |
|
|
|
|
|
|
|
|
EBITDA
|
|
$ |
140,100 |
|
|
$ |
141,106 |
|
EBITDA margin
|
|
|
9.7 |
% |
|
|
11.2 |
% |
Capital expenditures
|
|
$ |
15,358 |
|
|
$ |
12,286 |
|
EBITDA is defined as earnings before interest
expense, income taxes, and depreciation and amortization. EBITDA
margin is defined as the ratio of EBITDA, as defined, relative
to net revenues. EBITDA is reconciled to net income in the
condensed consolidated financial statements in the tables above.
EBITDA and EBITDA margin fluctuated primarily due to the same
factors that impacted the changes in operating income and
segment EBIT discussed earlier.
The Company presents EBITDA and EBITDA margin because management
believes, similar to EBIT, EBITDA is a useful performance
measure for the Company. In addition, EBITDA is presented
because management believes it is frequently used by securities
analysts, investors and others in the evaluation of companies,
and because certain debt covenants on the Companys
recently issued Senior Notes are tied to EBITDA. EBITDA and
EBITDA margin should not be considered in isolation from or as a
substitute for net
24
income and other consolidated income statement data prepared in
accordance with GAAP or as a measure of profitability.
Additionally, the Companys computation of EBITDA and
EBITDA margin may not be comparable to other similarly titled
measures computed by other companies, because all companies do
not calculate EBITDA and EBITDA margin in the same manner.
This Managements Discussion and Analysis contains
forward-looking statements that involve a number of risks and
uncertainties. Forward-looking statements, which are based on
managements assumptions and describe the Companys
future plans, strategies and expectations, are generally
identifiable by the use of terms such as anticipate,
will, expect, believe,
should or similar expressions. The potential risks
and uncertainties that could cause the Companys actual
results to differ materially from those expressed or implied
herein include weather-related phenomena; market responses to
industry volume pressures; product and raw materials supplies
and pricing; electrical power supply and pricing; changes in
interest and currency exchange rates; economic crises in
developing countries; quotas, tariffs and other governmental
actions and international conflict.
ITEM 3. QUANTITATIVE AND
QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
In the quarter ended March 26, 2005, no material changes
have occurred in the market risk disclosure presented in the
Companys Annual Report on Form 10-K for the year
ended January 1, 2005.
ITEM 4. CONTROLS AND
PROCEDURES
An evaluation was carried out as of March 26, 2005 under
the supervision and with the participation of Doles
management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of our disclosure
controls and procedures, as defined in Rule 15d-15(e) under
the Securities Exchange Act (Act). Based upon this evaluation,
the Chief Executive Officer and Chief Financial Officer have
concluded that Doles disclosure controls and procedures
are effective to ensure that information required to be
disclosed by us in reports we file under the Act is recorded,
processed, summarized and reported by management of Dole on a
timely basis in order to comply with Doles disclosure
obligations under the Act and the SEC rules thereunder.
Changes in Internal Control Over Financial Reporting
There were no changes in Doles internal control over
financial reporting during the quarter ended March 26, 2005
that have materially affected, or are reasonably likely to
materially affect, Doles internal control over financial
reporting.
PART II.
OTHER INFORMATION
DOLE FOOD COMPANY, INC.
|
|
Item 1. |
Legal Proceedings |
The Company is involved from time to time in claims and legal
actions incidental to its operations, both as plaintiff and
defendant. The Company has established what management currently
believes to be adequate reserves for pending legal matters.
These reserves are established as part of an ongoing worldwide
assessment of claims and legal actions that takes into
consideration such items as changes in the pending case load
(including resolved and new matters), opinions of legal counsel,
individual developments in court proceedings, changes in the
law, changes in business focus, changes in the litigation
environment, changes in opponent strategy and tactics, new
developments as a result of ongoing discovery, and past
experience in defending and settling similar claims. In the
opinion of management, after consultation with outside counsel,
the claims or actions to which the Company is a party are not
expected to have a material adverse effect, individually or in
the aggregate, on the Companys financial condition or
results of operations.
A significant portion of the Companys legal exposure
relates to lawsuits pending in the United States and in several
foreign countries, alleging injury as a result of exposure to
the agricultural chemical DBCP
25
(1,2-dibromo-3-chloropropane). DBCP was manufactured by several
chemical companies including Dow and Shell and registered by the
U.S. government for use on food crops. The Company and
other growers applied DBCP on banana farms in Latin America and
the Philippines and on pineapple farms in Hawaii. Specific
periods of use varied among the different locations. The Company
halted all purchases of DBCP, including for use in foreign
countries, when the U.S. EPA cancelled the registration of
DBCP for use in the United States in 1979. That cancellation was
based in part on a 1977 study by a manufacturer which indicated
an apparent link between male sterility and exposure to DBCP
among factory workers producing the product, as well as early
product testing done by the manufacturers showing testicular
effects on animals exposed to DBCP. To date, there is no
reliable evidence demonstrating that field application of DBCP
led to sterility among farm workers, although that claim is made
in the pending lawsuits. Nor is there any reliable scientific
evidence that DBCP causes any other injuries in humans, although
plaintiffs in the various actions assert claims based on cancer,
birth defects and other general illnesses.
Currently there are 591 lawsuits, in various stages of
proceedings, alleging injury as a result of exposure to DBCP.
Sixteen of these lawsuits are currently pending in various
jurisdictions in the United States, including three new cases
pending in the Superior Court for the County of Los Angeles with
2,669 total Honduran, Panamanian and Guatemalan plaintiffs
seeking unspecified damages. The remaining cases are pending in
Latin America and the Philippines, including 451 labor cases
pending in Costa Rica under that countrys national
insurance program and a case recently filed in the civil court
in Honduras brought by 788 claimants seeking
$236.4 million. Claimed damages in DBCP cases worldwide
total approximately $19 billion, with the lawsuits in
Nicaragua representing approximately 73% of this amount. In
almost all of the non-labor cases, the Company is a joint
defendant with the major DBCP manufacturers and, typically,
other banana growers. Except as described below, none of these
lawsuits has resulted in a verdict or judgment against the
Company.
In Nicaragua, 106 cases have been filed, with the majority of
the lawsuits brought pursuant to Law 364, an October 2000
Nicaraguan statute that contains substantive and procedural
provisions that Nicaraguas Attorney General formally
opined are unconstitutional. In October 2003, the Supreme Court
of Nicaragua issued an advisory opinion, not connected with any
litigation, that Law 364 is constitutional.
Fifteen cases filed in a civil trial court in Managua, Nicaragua
have resulted in judgments for the claimants:
$489.4 million (nine cases with 468 claimants) on
December 11, 2002; $82.9 million (one case with
58 claimants) on February 25, 2004; $15.7 million
(one case with 20 claimants) on May 25, 2004;
$4 million (one case with four claimants) on May 25,
2004; $56.5 million (one case with 72 claimants) on
June 14, 2004; $64.8 million (one case with
86 claimants) on June 15, 2004; and $27.7 million
(one case with approximately 39 claimants) on March 17,
2005. In addition to three recently served cases, active cases
are currently pending in civil trial courts in Managua (9),
Chinendega (8) and Puerto Cabezas (2). In all of those
cases but one in Chinendega which has been ordered to mediation
and the three recently served cases, the Company has sought to
have the cases returned to the United States pursuant to Law
364. Notwithstanding, the Chinendega court denied the
Companys request in seven of the cases pending there; the
Managua court denied the Companys request with respect to
two of the cases pending there; and the court in Puerto Cabezas
denied the Companys request with respect to the two cases
there. The Companys requests as to the remaining two cases
in Managua are still pending. The Company has appealed the two
decisions of the court in Puerto Cabezas and the two decisions
of the court in Managua and will appeal the seven decisions of
the court in Chinendega once the Company has been served with
those decisions.
The claimants attempted enforcement of the
December 11, 2002 judgment for $489.4 million in the
United States resulted in a dismissal with prejudice of that
action by the United States District Court for the Central
District of California on October 20, 2003. The claimants
have appealed that decision to the United States Court of
Appeals for the Ninth Circuit. Dole expects to prevail in that
appeal.
Claimants have also indicated their intent to seek enforcement
of the Nicaraguan judgments in Ecuador, Venezuela and other
countries in Latin America and elsewhere. In Ecuador, the
claimants have attempted to enforce the five Nicaraguan
judgments issued between December 11, 2002 through
June 15, 2004. The First, Second and Third Chambers of the
Ecuador Supreme Court have issued rulings refusing to consider
these enforcement actions on the ground that the Supreme Court
was not a court of competent jurisdiction for
26
enforcement of a foreign judgment. The plaintiffs have
subsequently refiled these five enforcement actions in the civil
court in Guayaquil, Ecuador.
The Company believes that none of the Nicaraguan civil trial
courts judgments will be enforceable against any Dole
entity in the U.S. or in any other country, because
Nicaraguas Law 364 is unconstitutional and violates
international principles of due process. Among other things, Law
364 is an improper special law directed at
particular parties; it requires defendants to pay large,
non-refundable deposits in order to even participate in the
litigation; it provides a severely truncated procedural process;
it establishes an irrebuttable presumption of causation that is
contrary to the evidence and scientific data; and it sets
unreasonable minimum damages that must be awarded in every case.
As to all the DBCP matters, the Company has denied liability and
asserted substantial defenses. Although no assurance can be
given concerning the outcome of these cases, in the opinion of
management, after consultation with legal counsel and based on
past experience defending and settling DBCP claims, the pending
lawsuits are not expected to have a material adverse effect on
the Companys financial condition or results of operations.
|
|
Item 6. |
Exhibits and Reports on Form 8-K |
(a) Exhibits:
|
|
|
|
|
Exhibit |
|
|
Number |
|
|
|
|
|
|
31.1* |
|
|
Certification by the Chairman and Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act. |
|
31.2* |
|
|
Certification by the Vice President and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act. |
|
32.1 |
|
|
Certification by the Chairman and Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act. |
|
32.2 |
|
|
Certification by the Vice President and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act. |
(b) Reports on Form 8-K:
On February 4, 2005, Dole Food Company, Inc. filed a
Current Report on Form 8-K to disclose the discretionary
bonuses paid to named executive officers as well as announce the
approval of the issuance of a Form 1 Change of Control
Agreement to a named executive.
On March 24, 2005, Dole Food Company, Inc. filed a Current
Report on Form 8-K which presented selected financial
information released to potential lenders for the fiscal year
ended January 1, 2005 related to the contemplated debt
refinancing and tender offer to purchase up to $275 million
of outstanding senior notes.
27
SIGNATURES
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.
May 10, 2005
|
|
|
DOLE FOOD COMPANY, INC. |
|
REGISTRANT |
|
|
|
|
By: |
/s/ Joseph S. Tesoriero
|
|
|
|
|
|
Joseph S. Tesoriero |
|
Vice President and |
|
Chief Financial Officer |
|
|
|
|
|
Yoon J. Hugh |
|
Vice President, Controller and |
|
Chief Accounting Officer |
|
(Principal Accounting Officer) |
28
EXHIBIT INDEX
|
|
|
|
|
Exhibit | |
|
|
Number | |
|
|
| |
|
|
|
31.1* |
|
|
Certification by the Chairman and Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act. |
|
31.2* |
|
|
Certification by the Vice President and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act. |
|
32.1 |
|
|
Certification by the Chairman and Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act. |
|
32.2 |
|
|
Certification by the Vice President and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act. |
29