Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - DOLE FOOD CO INC | d450169d8k.htm |
| EX-99.1 - PRESS RELEASE - DOLE FOOD CO INC | d450169dex991.htm |
 Dole Food Company, Inc.
Special Meeting of Stockholders
December 6, 2012
Exhibit 99.2 |
 Forward-Looking Statements
This
information
contains
“forward-looking
statements,”
within
the
meaning of the Private Securities Litigation Reform Act of 1995 that
involve a number of risks and uncertainties. Forward-looking
statements, which are based on management’s current expectations,
are
generally
identifiable
by
the
use
of
terms
such
as
“may,”
“will,”
“expects,”
“believes,”
“intends,”
“anticipates”
and similar expressions.
The potential risks and uncertainties that could cause actual results to
differ
materially
from
those
expressed
or
implied
herein
include
the
timing and whether the sale transaction is consummated, weather-
related phenomena; market responses to industry volume pressures;
product and raw materials supplies and pricing; energy supply and
pricing; changes in interest and currency exchange rates; economic
crises
and
security
risks
in
developing
countries;
international
conflict;
and quotas, tariffs and other governmental actions. Further
information on the factors that could affect Dole’s financial results is
included in its Proxy Statement and other filings with the SEC.
2 |
 3 |
 Michael Carter
4 |
 Exclusive acquisition agreement dated September 17,
2012, with ITOCHU
Both companies working toward closing of the sale on or
before December 31, 2012, subject to final regulatory
approval from China
Received regulatory approvals from the six other required
countries: the United States, Austria, Canada, Turkey,
Japan and Korea
Continuing in process phase of filing in China
ITOCHU Transaction Update
5 |
 New
Dole Footprint Substantial portion of Dole’s operations being sold to
ITOCHU
New Dole smaller footprint of two lines of fresh produce
businesses: fresh fruit and fresh vegetables
With worldwide packaged foods and Asia fresh business
excluded, resulting revenue is in the approximate $4.2
billion range
Fresh fruit revenue will be reduced by approximately
30%, in the approximate range of $3.1 billion
6 |
 Use
of Proceeds New capital structure and proceeds from the sale will be
used to:
-
Repay existing indebtedness
-
Fund transaction-related taxes, costs and expenses
-
Also fund the possible settlement of some or all of Dole’s
long-term Japanese yen hedges, anticipated post-closing
restructuring expenses and other corporate purposes
New Dole will benefit from a significant reduction in
interest expense and a substantially reduced leverage
ratio on a going-forward basis
7 |
 New
Dole Transformation Transformative transaction: New Dole will be a
fresh produce business
-
Significantly smaller and continuing to experience declining earnings in a
continued difficult economic environment
-
We are very optimistic about the long-term future of New Dole and its
prospects
New Dole will remain an industry leader
-
One of the world’s largest producers and marketers of bananas,
pineapples and other tropical fruits
-
Industry leader in packaged salads, fresh-packed vegetables and fresh
berries
New Dole will be well-positioned to pursue growth opportunities
within the fresh produce industry with
-
Substantial reduction in debt and
-
Eventual lower cost structure from right-sizing
8 |
 Planned Leadership Changes
David H. Murdock returns to role of Chairman and CEO
Michael Carter assumes added role of President and COO and
rejoins the Board of Directors
-
All operating and corporate functions reporting to him
Keith Mitchell becomes CFO
Beth Potillo, current Treasurer, and Yoon Hugh, current Controller
and Chief Accounting Officer, become SVP’s with added
responsibilities
Charlene Mims will lead Human Resources
David A. DeLorenzo, current President and CEO, will join ITOCHU,
to lead the newly acquired Asia fresh and worldwide packaged foods
businesses, and will be leaving Dole’s BOD
Joseph Tesoriero, current EVP & CFO, and Sue Hagen, current
SVP-HR, also will be leaving Dole in connection with the sale
transaction
9 |
 Summary
New Dole continues with an extraordinarily talented and experienced
operational and corporate management team
Dole’s resulting business profile will have lower fixed costs and
hence more operating flexibility
-
With more clarity and focus
-
Allowing New Dole to dedicate resources more fully to operating and
growing its remaining businesses
Doles’
new capital structure will provide increased flexibility
-
Ability to react quickly to acquisition opportunities in the commodity
produce sector
•
Expected funding by anticipated new borrowings and future internally generated
free cash flow
We are very optimistic about the long-term future of New Dole and
its prospects
10 |
 Appendix |
 Non-GAAP Financial Measures
The following pages provide pro forma quarterly financial information for New
Dole and exclude Dole’s worldwide packaged food and Asia Fresh
businesses. Earnings before interest, taxes and discontinued operations
(“EBIT before discontinued operations”), Adjusted EBITDA and
Comparable Income from continuing operations (total and per share) are
measures commonly used by financial analysts in evaluating the
performance
of
companies.
EBIT
before
discontinued
operations
is
calculated
from
net
income by adding interest expense and income tax expense, and adding the loss or
subtracting the income from discontinued operations, net of income taxes.
Adjusted EBITDA is calculated from EBIT before discontinued operations by:
(1) adding depreciation and amortization; (2) adding the net unrealized
loss or subtracting the net unrealized gain on foreign currency and bunker
fuel hedges and the cross currency swap which do not have a more than
insignificant financing element present at contract inception; (3) adding
the net loss or subtracting the net gain on the long-term Japanese yen
hedges; (4) adding the foreign currency loss or subtracting the foreign currency gain
on
the
vessel
obligations;
(5)
adding
the
net
unrealized
loss
or
subtracting
the
net
unrealized gain on foreign denominated instruments; (6) adding share-based
compensation expense; (7) adding charges for restructuring and
long-term receivables; (8) adding strategic review transaction costs;
(9) adding refinancing charges and loss on early retirement of debt and
(10) subtracting the gain on asset sales. Due to the fact that the
long-term Japanese yen hedges had more than an insignificant financing element at
inception, the liability is treated as similar to a debt instrument and the
associated cash flows are classified as a financing activity. As a result,
both the realized and unrealized gains and losses related to these hedges
are subtracted from or added back to EBIT before discontinued operations
when calculating Adjusted EBITDA. 12 |
 DOLE
FOOD COMPANY
Q1
Q2
Q3
Q4
2011E
Fresh fruit
78.8
$
95.9
$
7.9
$
11.7
$
194.3
$
Fresh vegetables
17.0
10.3
12.3
13.6
53.2
New Dole
95.8
106.2
20.2
25.3
247.5
Corporate
(9.1)
(10.6)
(16.2)
(13.8)
(49.7)
Total
86.7
$
95.6
$
4.0
$
11.5
$
197.8
$
Adj EBITDA* -
New Dole
2011 by Quarter
13 |
 DOLE
FOOD COMPANY
Q1
Q2
Q3
Q3 YTD
Fresh fruit
41.7
$
75.5
$
33.3
$
150.5
$
Fresh vegetables
13.4
16.6
11.8
41.8
New Dole
55.1
92.1
45.1
192.3
Corporate
(11.2)
(11.0)
(12.3)
(34.5)
Total
43.9
$
81.1
$
32.8
$
157.8
$
Adj EBITDA* -
New Dole
2012 by Quarter
14 |
 DOLE
FOOD COMPANY
Q1
Q2
Q3
Q4
2011
Fresh fruit
934
$
1,043
$
1,019
$
739
$
3,735
$
Fresh vegetables
230
259
297
216
1,002
Total
1,164
$
1,302
$
1,316
$
955
$
4,737
$
Revenue -
New
Dole
2011 by Quarter
15 |
 DOLE
FOOD COMPANY
Q1
Q2
Q3
Q3 YTD
Fresh fruit
841
$
774
$
846
$
2,461
$
Fresh vegetables
236
289
327
852
Total
1,077
$
1,063
$
1,173
$
3,313
$
Revenue -
New Dole
2012 by Quarter
16 |