e10vq
UNITED STATES
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 October 8, 2005 |
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 |
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99-0035300 |
(State or other jurisdiction of
incorporation or organization) |
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(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 by check mark whether the registrant is a shell company
(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 November 17, 2005 |
Common Stock, $0.001 Par Value |
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1,000 |
DOLE FOOD COMPANY, INC.
INDEX
2
PART I.
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DOLE FOOD COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands)
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Quarter Ended | |
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Three Quarters Ended | |
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October 8, | |
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October 9, | |
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October 8, | |
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October 9, | |
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2005 | |
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2004 | |
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2005 | |
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2004 | |
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Revenues, net
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$ |
1,645,009 |
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$ |
1,521,504 |
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$ |
4,613,493 |
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$ |
4,092,047 |
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Cost of products sold
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1,481,644 |
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1,354,531 |
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4,013,389 |
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3,503,594 |
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Gross margin
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163,365 |
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166,973 |
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600,104 |
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588,453 |
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Selling, marketing and general and administrative expenses
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136,642 |
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125,042 |
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358,842 |
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319,836 |
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Operating income
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26,723 |
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41,931 |
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241,262 |
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268,617 |
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Other income (expense), net
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18,418 |
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2,546 |
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(17,117 |
) |
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323 |
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Interest income
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1,829 |
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1,417 |
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3,874 |
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3,213 |
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Interest expense
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40,963 |
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47,426 |
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109,420 |
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116,820 |
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Income before income taxes
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6,007 |
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(1,532 |
) |
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118,599 |
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155,333 |
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Income tax (benefit) expense
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|
(11,597 |
) |
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(6,465 |
) |
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51,513 |
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21,623 |
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Net income
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$ |
17,604 |
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$ |
4,933 |
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$ |
67,086 |
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$ |
133,710 |
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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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October 8, | |
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January 1, | |
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2005 | |
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2005 | |
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ASSETS
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Current Assets:
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Cash and cash equivalents
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$ |
64,461 |
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$ |
79,217 |
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Receivables, net of allowances of $65,113 and $65,533
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663,249 |
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617,952 |
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Inventories
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568,059 |
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508,891 |
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Prepaid expenses
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60,705 |
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63,742 |
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Deferred income tax assets
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39,703 |
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43,551 |
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Total current assets
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1,396,177 |
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1,313,353 |
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Investments
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77,305 |
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94,481 |
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Property, plant and equipment, net of accumulated depreciation
of $678,135 and $586,800
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1,482,725 |
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1,516,355 |
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Goodwill
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537,671 |
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536,865 |
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Intangible assets, net
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729,458 |
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738,491 |
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Other assets, net
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147,520 |
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132,072 |
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Total assets
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$ |
4,370,856 |
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$ |
4,331,617 |
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LIABILITIES AND SHAREHOLDERS EQUITY
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Current Liabilities:
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Accounts payable and accrued liabilities
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$ |
813,767 |
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$ |
847,982 |
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Dividend payable to parent
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3,400 |
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Current portion of long-term debt
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26,497 |
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31,278 |
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Notes payable
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874 |
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624 |
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Total current liabilities
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844,538 |
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879,884 |
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Long-term debt
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1,951,565 |
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1,837,020 |
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Deferred income tax liabilities
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375,598 |
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396,622 |
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Other long-term liabilities
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530,500 |
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519,994 |
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Minority interests
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21,242 |
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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 $0.001 par value;
1,000 shares authorized, issued and outstanding
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Additional paid-in capital
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440,182 |
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440,032 |
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Retained earnings
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215,831 |
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226,145 |
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Accumulated other comprehensive (loss) income
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(8,600 |
) |
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11,696 |
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Total shareholders equity
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647,413 |
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677,873 |
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Total liabilities and shareholders equity
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$ |
4,370,856 |
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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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Three Quarters Ended | |
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October 8, | |
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October 9, | |
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2005 | |
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2004 | |
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Operating activities
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Net income
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$ |
67,086 |
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$ |
133,710 |
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Adjustments to reconcile net income to cash flow provided by
operating activities:
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Depreciation and amortization
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113,690 |
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109,783 |
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Purchase accounting step-up of inventory
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3,739 |
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Unrealized foreign currency exchange (gain) loss
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(27,091 |
) |
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(64 |
) |
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Asset write-offs and net gain on sale of assets, net
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(1,637 |
) |
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(6,135 |
) |
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Minority interest and equity earnings, net
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(2,726 |
) |
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(1,202 |
) |
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Deferred income taxes
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(16,200 |
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1,333 |
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Premiums paid on early retirement of debt
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33,047 |
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Write-off of debt issuance costs
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10,722 |
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2,656 |
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Amortization of debt issuance costs
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4,789 |
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6,935 |
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Other
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2,582 |
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2,212 |
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Changes in operating assets and liabilities:
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Receivables
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(66,492 |
) |
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(41,914 |
) |
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Inventories
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(62,916 |
) |
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(23,149 |
) |
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Prepaid expenses and other assets
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(15,947 |
) |
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|
3,308 |
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Accounts payable and accrued liabilities
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44,239 |
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(27,489 |
) |
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Other long-term liabilities
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|
16,182 |
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14,724 |
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Cash flow provided by operating activities
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|
99,328 |
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|
178,447 |
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Investing activities
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Proceeds from sales of assets
|
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|
8,968 |
|
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|
9,168 |
|
Proceeds from sale of investments
|
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|
6,100 |
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|
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Acquisitions and investments
|
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|
(51,062 |
) |
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|
(172,764 |
) |
Capital additions
|
|
|
(81,332 |
) |
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|
(57,503 |
) |
Repurchase of common stock in the going-private merger
transaction
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(399 |
) |
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(1,300 |
) |
Transaction costs paid in the going-private merger transaction
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(345 |
) |
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Cash flow used in investing activities
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(117,725 |
) |
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(222,744 |
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Financing activities
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Short-term debt borrowings
|
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|
18,168 |
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|
31,387 |
|
Short-term debt repayments
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|
(36,044 |
) |
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(31,697 |
) |
Long-term debt borrowings, net of debt issuance costs
|
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|
1,313,087 |
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|
589,689 |
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Long-term debt repayments
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(1,213,099 |
) |
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|
(570,702 |
) |
Capital contributions
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|
150 |
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|
100,000 |
|
Dividends paid to minority shareholders
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|
(2,694 |
) |
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(5,464 |
) |
Dividends paid to Dole Holding Company, LLC
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(74,000 |
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(20,000 |
) |
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Cash flow provided by financing activities
|
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|
5,568 |
|
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|
93,213 |
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Effect of foreign currency exchange rate changes on cash and
cash equivalents
|
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|
(1,927 |
) |
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(2,043 |
) |
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Increase (decrease) in cash and cash equivalents
|
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|
(14,756 |
) |
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|
46,873 |
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Cash and cash equivalents at beginning of period
|
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|
79,217 |
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|
33,482 |
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Cash and cash equivalents at end of period
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$ |
64,461 |
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$ |
80,355 |
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|
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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, results
of operations and cash flows. The Company operates under a
52/53-week year. The quarters ended October 8, 2005 and
October 9, 2004 are sixteen 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 foreign currency exchange
rates in both sourcing and selling locations as well as economic
crises and security risks in developing countries.
Certain amounts in the prior year financial statements and
related footnotes have been reclassified to conform with the
2005 presentation.
During October 2004, the American Jobs Creation Act of 2004 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 second fiscal quarter of 2005, the Company
repatriated $570 million of earnings from its foreign
subsidiaries, of which approximately $485 million qualifies
for the 85% dividends received deduction under Section 965.
A tax provision of $39.2 million for the repatriation of
certain foreign earnings has been recorded as income tax expense
for the three quarters ended October 8, 2005.
In addition to the income tax on repatriation of
$39.2 million, income tax expense of $51.5 million for
the three quarters ended October 8, 2005 includes
$12.3 million of income tax expense, which reflects the
Companys expected effective income tax rate of
approximately 10.4% for the fiscal year ending December 31,
2005. The income tax expense of $21.6 million for the three
quarters ended October 9, 2004 reflects the Companys
then expected effective income tax rate for the fiscal year
ended January 1, 2005, of approximately 14%.
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.
Income Tax Audits: The Company believes its tax positions
comply with the applicable tax laws and that it adequately
provided for all tax-related matters. The Company is subject to
examination by taxing authorities in the various jurisdictions
in which it files tax returns. Matters raised upon audit may
involve substantial amounts and could result in material cash
payments if resolved unfavorably; however, management does not
believe that any material payments will be made related to these
matters within the next year. In
6
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
addition, management considers it unlikely that the resolution
of these matters will have a materially adverse effect on its
financial position and results of operation.
Honduran Tax Case: In 2005, the Company received a tax
assessment from Honduras of approximately $137 million
relating to the disposition of all of the Companys
interest in Cervecería Hondureña, S.A in 2001. The
Company believes the assessment is without merit and filed an
appeal with the Honduran tax authorities, which was denied. As a
result of the denial in the administrative process, on
August 5, 2005, the Company proceeded to the next stage of
the appellate process by initiating judicial proceedings,
technically a lawsuit against the Honduran government, in the
Honduran Administrative Tax Trial Court, in order to negate the
tax assessment. No reserve has been provided for this assessment.
The major classes of inventories were as follows (in thousands):
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|
|
|
|
|
|
|
October 8, | |
|
January 1, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Finished products
|
|
$ |
285,990 |
|
|
$ |
232,193 |
|
Raw materials and work in progress
|
|
|
136,223 |
|
|
|
119,645 |
|
Crop-growing costs
|
|
|
99,558 |
|
|
|
116,295 |
|
Operating supplies and other
|
|
|
46,288 |
|
|
|
40,758 |
|
|
|
|
|
|
|
|
|
|
$ |
568,059 |
|
|
$ |
508,891 |
|
|
|
|
|
|
|
|
|
|
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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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
|
|
|
390 |
|
|
|
192 |
|
|
|
2,527 |
|
|
|
|
|
|
|
|
|
|
|
3,109 |
|
Resolution of tax contingency
|
|
|
(2,303 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,303 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of October 8, 2005
|
|
$ |
373,763 |
|
|
$ |
97,855 |
|
|
$ |
66,053 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
537,671 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The additions to goodwill during the three quarters ended
October 8, 2005 relate primarily to a purchase price
adjustment associated with the 2004 acquisition of Wood
Holdings, Inc. (renamed Dole Packaged Frozen Foods, Inc.), 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 tax contingency adjustment is related to a favorable
resolution of a tax matter that existed at the time of the
going-private merger transaction.
7
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
Details of the Companys intangible assets were as follows
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
October 8, | |
|
January 1, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
$ |
38,501 |
|
|
$ |
38,501 |
|
|
Licenses
|
|
|
20,688 |
|
|
|
20,688 |
|
|
Other amortized intangible assets
|
|
|
9,089 |
|
|
|
9,132 |
|
|
|
|
|
|
|
|
|
|
|
68,278 |
|
|
|
68,321 |
|
Accumulated amortization customer relationships
|
|
|
(8,370 |
) |
|
|
(5,542 |
) |
Accumulated amortization licenses
|
|
|
(18,964 |
) |
|
|
(13,218 |
) |
Other accumulated amortization
|
|
|
(6,004 |
) |
|
|
(5,588 |
) |
|
|
|
|
|
|
|
Accumulated amortization intangible assets
|
|
|
(33,338 |
) |
|
|
(24,348 |
) |
|
|
|
|
|
|
|
Intangible assets, net
|
|
|
34,940 |
|
|
|
43,973 |
|
Unamortized intangible assets:
|
|
|
|
|
|
|
|
|
|
Trademark, trade names and other related intangibles
|
|
|
694,518 |
|
|
|
694,518 |
|
|
|
|
|
|
|
|
Total intangible assets, net
|
|
$ |
729,458 |
|
|
$ |
738,491 |
|
|
|
|
|
|
|
|
Amortization expense of intangible assets totaled
$3.7 million, $9.2 million, $3.6 million and
$8.9 million for the quarter and three quarters ended
October 8, 2005 and October 9, 2004, respectively. As
of October 8, 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
|
|
$ |
2,734 |
|
2006
|
|
$ |
4,323 |
|
2007
|
|
$ |
3,677 |
|
2008
|
|
$ |
3,677 |
|
2009
|
|
$ |
3,677 |
|
The Company performed its annual impairment review of goodwill
and indefinite-lived intangible assets pursuant to Statement of
Financial Accounting Standards No. 142, Goodwill and
Other Intangible Assets, during the second quarter of fiscal
2005. This review indicated no impairment to goodwill or any of
the Companys indefinite-lived intangible assets.
8
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
Long-term debt consisted of the following amounts (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
October 8, | |
|
January 1, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Unsecured debt:
|
|
|
|
|
|
|
|
|
|
8.625% notes due 2009
|
|
$ |
350,000 |
|
|
$ |
400,000 |
|
|
7.25% notes due 2010
|
|
|
400,000 |
|
|
|
400,000 |
|
|
8.875% notes due 2011
|
|
|
200,000 |
|
|
|
475,000 |
|
|
8.75% debentures due 2013
|
|
|
155,000 |
|
|
|
155,000 |
|
Secured debt:
|
|
|
|
|
|
|
|
|
|
Revolving credit facility
|
|
|
71,900 |
|
|
|
|
|
|
Term loan facilities
|
|
|
715,262 |
|
|
|
341,619 |
|
|
Contracts and notes due 2005 2010, at a
weighted-average interest rate of 6.35% (7.84% in 2004)
|
|
|
2,614 |
|
|
|
2,801 |
|
Capital lease obligations
|
|
|
84,564 |
|
|
|
95,539 |
|
Unamortized debt discount
|
|
|
(1,278 |
) |
|
|
(1,661 |
) |
|
|
|
|
|
|
|
|
|
|
1,978,062 |
|
|
|
1,868,298 |
|
Current maturities
|
|
|
(26,497 |
) |
|
|
(31,278 |
) |
|
|
|
|
|
|
|
|
|
$ |
1,951,565 |
|
|
$ |
1,837,020 |
|
|
|
|
|
|
|
|
The Company amortized deferred debt issuance costs of
$1.5 million, $4.8 million, $2.7 million and
$6.9 million during the quarter and three quarters ended
October 8, 2005 and October 9, 2004, respectively.
Weighted-average interest rates on the revolving credit facility
and term loan facilities were 6.48% and 3.83%, respectively, at
October 8, 2005. At October 8, 2005, the Company had
$71.9 million of outstanding borrowings under the
$300 million revolving credit portion of the senior secured
credit facilities, and after taking into account approximately
$86.4 million of outstanding letters of credit and bank
guarantees issued against these facilities, had approximately
$141.7 million available for future borrowings under these
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 ratio and maximum permitted
leverage ratio, 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 October 8,
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). The purpose
of the amendment and restatement 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. In connection with the refinancing of the term
loan facilities, the Company wrote-off deferred debt issuance
costs of $1.5 million. As of October 8, 2005, the term
loan facilities consisted of $322.2 million of Term
Loan A and $393.1 million of Term Loan B.
9
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
Provisions under the Amended and Restated Credit Agreement are
similar to the pre-restatement provisions under the
Companys senior secured credit agreement; however, the
provisions provide for somewhat less restrictive covenants and
more favorable interest rates.
In April 2005, in conjunction with the execution of the Amended
and Restated Credit Agreement, the Company completed a tender
offer to purchase for cash $325 million aggregate principal
amount of the Companys outstanding debt securities. The
Company repurchased $275 million of its $475 million
8.875% unsecured Senior Notes due in 2011 and $50 million
of its $400 million 8.625% unsecured Senior Notes due 2009.
In connection with these repurchases, the Company recorded a
loss on early retirement of debt of $42.3 million, which is
included in other income (expense), net in the condensed
consolidated statement of income for the three quarters ended
October 8, 2005. The loss on early retirement of debt
included a write-off of deferred debt issuance costs of
$9.2 million as well as a bond premium expense of
$33.1 million.
In May 2005, the Company entered into an interest rate swap
agreement in order to hedge future changes in interest rates.
This agreement effectively converted borrowings under Term
Loan A, which is variable-rate debt, to a fixed-rate basis
through the term of the loan. The fair value of the swap at
October 8, 2005 was $1.7 million.
On June 29, 2005, the Company executed a technical
amendment to its Amended and Restated Credit Agreement, which
changed the scheduled amortization payment dates of the term
loans from the last business day of the Companys fiscal
quarters to the last business day of the calendar quarters.
Comprehensive Income
The components of comprehensive income were as follows in each
period:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended | |
|
|
| |
|
|
October 8, | |
|
October 9, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
17,604 |
|
|
$ |
4,933 |
|
Unrealized foreign currency exchange translation
|
|
|
(2,381 |
) |
|
|
2,798 |
|
Reclassification of realized cash flow hedging
(gains) losses to net income
|
|
|
(2,682 |
) |
|
|
2,442 |
|
Unrealized net gain on cash flow hedging instruments
|
|
|
1,989 |
|
|
|
896 |
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$ |
14,530 |
|
|
$ |
11,069 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Quarters Ended | |
|
|
| |
|
|
October 8, | |
|
October 9, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
67,086 |
|
|
$ |
133,710 |
|
Unrealized foreign currency exchange translation
|
|
|
(21,840 |
) |
|
|
(5,045 |
) |
Reclassification of realized cash flow hedging
(gains) losses to net income
|
|
|
(3,320 |
) |
|
|
9,047 |
|
Unrealized net gain on cash flow hedging instruments
|
|
|
4,864 |
|
|
|
5,833 |
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$ |
46,790 |
|
|
$ |
143,545 |
|
|
|
|
|
|
|
|
10
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
Dividends
During the quarter and three quarters ended October 8,
2005, the Company declared dividends of $3.4 million and
$77.4 million, respectively, to its parent company, Dole
Holding Company, LLC. The Company paid dividends of
$74 million during the three quarters ended October 8,
2005. As planned, the dividends are a return of the
$100 million capital contribution made to the Company by
Dole Holding Company, LLC during 2004.
During the quarter and three quarters ended October 9,
2004, the Company paid cash dividends of $10 million and
$20 million, respectively, to Dole Holding Company, LLC. In
addition, during the quarter ended October 9, 2004, the
Company entered into a transaction with a related party to
exchange similarly valued land. The Company subsequently leased
the land to another affiliated company to be used in the
construction of a hotel, spa and wellbeing center by a
subsidiary of DHM Holding Company, Inc. Due to its terms, the
lease is treated for accounting purposes as a distribution of
land and reflected as a non-cash dividend of $6.3 million
to Dole Holding Company, LLC in the accompanying condensed
consolidated financial statements. The non-cash dividend
represents the tax adjusted value of land to be used in the
construction of a hotel, spa and wellbeing center.
The Companys ability to declare future dividends is
restricted under the terms of its senior secured credit
facilities and bond indentures.
|
|
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 | |
|
|
| |
|
| |
|
|
October 8, | |
|
October 9, | |
|
October 8, | |
|
October 9, | |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$ |
2,341 |
|
|
$ |
2,040 |
|
|
$ |
171 |
|
|
$ |
28 |
|
|
Interest cost
|
|
|
8,378 |
|
|
|
6,853 |
|
|
|
1,360 |
|
|
|
1,586 |
|
|
Expected return on plan assets
|
|
|
(5,664 |
) |
|
|
(5,857 |
) |
|
|
|
|
|
|
|
|
|
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized net loss
|
|
|
317 |
|
|
|
118 |
|
|
|
7 |
|
|
|
8 |
|
|
|
Unrecognized prior service cost (benefit)
|
|
|
20 |
|
|
|
23 |
|
|
|
(230 |
) |
|
|
(72 |
) |
|
|
Unrecognized net transition obligation
|
|
|
15 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
Settlements
|
|
|
|
|
|
|
3,279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,407 |
|
|
$ |
6,468 |
|
|
$ |
1,308 |
|
|
$ |
1,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans | |
|
OPRB Plans | |
|
|
| |
|
| |
|
|
Three Quarters Ended | |
|
Three Quarters Ended | |
|
|
| |
|
| |
|
|
October 8, | |
|
October 9, | |
|
October 8, | |
|
October 9, | |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$ |
4,841 |
|
|
$ |
5,188 |
|
|
$ |
222 |
|
|
$ |
72 |
|
|
Interest cost
|
|
|
18,995 |
|
|
|
17,049 |
|
|
|
3,287 |
|
|
|
3,966 |
|
|
Expected return on plan assets
|
|
|
(14,161 |
) |
|
|
(14,643 |
) |
|
|
|
|
|
|
|
|
|
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized net loss
|
|
|
790 |
|
|
|
236 |
|
|
|
17 |
|
|
|
20 |
|
|
|
Unrecognized prior service cost (benefit)
|
|
|
51 |
|
|
|
25 |
|
|
|
(575 |
) |
|
|
(181 |
) |
|
|
Unrecognized net transition obligation
|
|
|
38 |
|
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
Settlements
|
|
|
|
|
|
|
3,279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
10,554 |
|
|
$ |
11,165 |
|
|
$ |
2,951 |
|
|
$ |
3,877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the third quarter of 2004, the Company terminated certain
employees in Ecuador following a restructuring of one of the
Companys business units. In connection with this
restructuring, the Company made severance payments and settled
all pension benefit obligations in cash. As a result of these
payments, the Company recognized expense of $3.3 million
related to a settlement loss in accordance with Financial
Accounting Standards Board (FASB) Statement
No. 88, Employers Accounting for Settlements and
Curtailments of Defined Benefit Pension Plans and for
Termination Benefits.
The Company made $4 million and $10 million in
voluntary pension contributions during the quarter and three
quarters ended October 8, 2005, respectively, 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 to the
qualified U.S. pension plan in excess of the minimum
funding requirements are voluntary and may change depending on
the Companys operating performance or at managements
discretion.
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.
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.
12
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
Revenues from external customers and EBIT for the reportable
operating segments and corporate and other were as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended | |
|
Three Quarters Ended | |
|
|
| |
|
| |
|
|
October 8, | |
|
October 9, | |
|
October 8, | |
|
October 9, | |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
Revenues from external customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fresh fruit
|
|
$ |
1,015,393 |
|
|
$ |
985,570 |
|
|
$ |
2,938,997 |
|
|
$ |
2,769,066 |
|
|
Fresh vegetables
|
|
|
318,953 |
|
|
|
260,033 |
|
|
|
862,782 |
|
|
|
672,634 |
|
|
Packaged foods
|
|
|
252,808 |
|
|
|
224,563 |
|
|
|
638,461 |
|
|
|
491,357 |
|
|
Fresh-cut flowers
|
|
|
41,142 |
|
|
|
41,277 |
|
|
|
138,221 |
|
|
|
136,821 |
|
|
Other operating segments
|
|
|
16,713 |
|
|
|
10,061 |
|
|
|
35,032 |
|
|
|
22,169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,645,009 |
|
|
$ |
1,521,504 |
|
|
$ |
4,613,493 |
|
|
$ |
4,092,047 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended | |
|
Three Quarters Ended | |
|
|
| |
|
| |
|
|
October 8, | |
|
October 9, | |
|
October 8, | |
|
October 9, | |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
EBIT:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fresh fruit
|
|
$ |
29,624 |
|
|
$ |
47,237 |
|
|
$ |
201,090 |
|
|
$ |
221,864 |
|
|
Fresh vegetables
|
|
|
(3,768 |
) |
|
|
9,715 |
|
|
|
26,106 |
|
|
|
50,158 |
|
|
Packaged foods
|
|
|
25,291 |
|
|
|
12,098 |
|
|
|
64,010 |
|
|
|
42,410 |
|
|
Fresh-cut flowers
|
|
|
(3,046 |
) |
|
|
(5,447 |
) |
|
|
846 |
|
|
|
3,801 |
|
|
Other operating segments
|
|
|
255 |
|
|
|
72 |
|
|
|
768 |
|
|
|
261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating segments
|
|
|
48,356 |
|
|
|
63,675 |
|
|
|
292,820 |
|
|
|
318,494 |
|
|
Corporate and other
|
|
|
(1,386 |
) |
|
|
(17,781 |
) |
|
|
(64,801 |
) |
|
|
(46,341 |
) |
Interest expense
|
|
|
40,963 |
|
|
|
47,426 |
|
|
|
109,420 |
|
|
|
116,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$ |
6,007 |
|
|
$ |
(1,532 |
) |
|
$ |
118,599 |
|
|
$ |
155,333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets for the reportable operating segments and corporate
and other were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
October 8, | |
|
January 1, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Fresh fruit
|
|
$ |
2,277,862 |
|
|
$ |
2,285,924 |
|
Fresh vegetables
|
|
|
425,504 |
|
|
|
428,851 |
|
Packaged foods
|
|
|
624,213 |
|
|
|
563,306 |
|
Fresh-cut flowers
|
|
|
155,229 |
|
|
|
144,137 |
|
Other operating segments
|
|
|
14,130 |
|
|
|
11,886 |
|
|
|
|
|
|
|
|
Total operating segments
|
|
|
3,496,938 |
|
|
|
3,434,104 |
|
Corporate and other
|
|
|
873,918 |
|
|
|
897,513 |
|
|
|
|
|
|
|
|
|
|
$ |
4,370,856 |
|
|
$ |
4,331,617 |
|
|
|
|
|
|
|
|
13
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 October 8, 2005, these guarantees of $3.2 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 October 8, 2005 total letters of credit
and bonds outstanding were $108.2 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 $131.5 million of its
subsidiaries obligations to their suppliers and other
third parties as of October 8, 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.
14
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
Currently there are 573 lawsuits, in various stages of
proceedings, alleging injury as a result of exposure to DBCP or
seeking enforcement of Nicaraguan judgments. Seventeen of these
lawsuits are currently pending in various jurisdictions in the
United States, including one recently filed case in Los Angeles
County Superior Court with 18 Nicaraguans seeking unspecified
damages. One case pending in Los Angeles Superior Court with 31
Nicaraguan plaintiffs has a trial date of July 17, 2006.
The remaining cases are pending in Latin America and the
Philippines, including 396 labor cases pending in Costa Rica
under that countrys national insurance program. Claimed
damages in DBCP cases worldwide total approximately
$26.7 billion, with the lawsuits in Nicaragua representing
approximately 82% 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, 138 cases are currently filed in various courts
throughout the country, with all but one 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.
Sixteen cases filed in civil courts 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; $27.7 million (one case with 39 claimants) on
March 17, 2005.; and $46.4 million (one case with 62
claimants). One case filed in civil court in Chinandega,
Nicaragua has resulted in a judgment for the claimants in the
amount of $98.5 million (150 claimants).
Thirty-two new cases have recently been filed in civil courts in
Managua (8) and Chinandega (24). In addition, active cases
are currently pending in civil courts in Managua (10),
Chinandega (8) and Puerto Cabezas (2). Six of the cases
pending before the court in Chinandega have been consolidated
for trial, the consolidated case seeks $3.4 billion on
behalf of 1,708 claimants. In all of the active cases but two in
Chinandega, and one in Managua, the Company has sought to have
the cases returned to the United States pursuant to Law 364.
Notwithstanding, the Chinandega court denied the Companys
request in the six consolidated cases pending there; the Managua
court denied the Companys request with respect to one 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 eight of the cases in Managua
are still pending. The Company has appealed the two decisions of
the court in Puerto Cabezas, the decision of the court in
Managua and the six decisions of the court in Chinandega.
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 voluntarily dismissed their appeal of that decision which
was pending before the United States Court of Appeals for the
Ninth Circuit. Defendants motion for sanctions against
Plaintiffs counsel is still pending before the Court of
Appeals in that case.
Claimants have also indicated their intent to seek enforcement
of the Nicaraguan judgments in Ecuador, Venezuela and other
countries in Latin America and elsewhere, including the United
States. In Venezuela, the claimants are attempting to enforce
five of the Nicaraguan judgments in that countrys Supreme
Court: $489.4 million (December 11, 2002);
$15.7 million (May 25, 2004); $64.8 million
(June 15, 2004); and what is believed to be the judgments
for $82.9 million (February 25, 2004) and
$56.5 million (June 14, 2004). An action recently
filed to enforce the $27.7 million Nicaraguan judgment
(March 17, 2005) in the Colombian Supreme Court was
dismissed. In Ecuador, the claimants attempted to enforce the
five Nicaraguan judgments issued between February 25, 2004
through June 15, 2004 in the Ecuador Supreme Court. The
First, Second
15
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
and Third Chambers of the Ecuador Supreme Court issued rulings
refusing to consider those enforcement actions on the ground
that the Supreme Court was not a court of competent jurisdiction
for enforcement of a foreign judgment. The plaintiffs
subsequently refiled those five enforcement actions in the civil
court in Guayaquil, Ecuador. Two of these subsequently filed
enforcement actions have been dismissed by the 3rd Civil
Court $15.7 million (May 25,
2004) and the 12th Civil Court
$56.5 million (June 14, 2004) in
Guayaquil; plaintiffs have sought reconsideration of those
dismissals. The remaining three enforcement actions are still
pending.
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.
European Union Antitrust Inquiry and
U.S. Class Action Lawsuits: The European
Commission (EC) is investigating alleged violations
of European Union competition (antitrust) laws by banana
and pineapple importers and distributors operating within the
European Economic Area (EEA). On June 2 and 3,
2005, the EC conducted a search of certain of the Companys
offices in Europe. During this same period, the EC also
conducted similar unannounced searches of other companies
offices located in the European Union. The ECs
investigation is in a preliminary stage, and the Company is
cooperating with the authorities. Although no assurances can be
given concerning the course or outcome of that EC investigation,
the Company believes that it has not violated the European Union
competition laws.
Following the public announcement of the EC searches, a number
of class action suits were filed against the Company and three
competitors in the U.S. District Court for the Southern
District of Florida. The suits were filed on behalf of entities
that directly or indirectly purchased bananas from the
defendants, and allege that the defendants conspired to
artificially raise or maintain prices and control or restrict
output of bananas. No specific information concerning the
allegations is contained in the complaints. The Company believes
these lawsuits are without merit.
Honduran Tax Case: In 2005, the Company received a tax
assessment from Honduras of approximately $137 million
relating to the disposition of all of the Companys
interest in Cervecería Hondureña, S.A in 2001. The
Company believes the assessment is without merit and filed an
appeal with the Honduran tax authorities, which was denied. As a
result of the denial in the administrative process, on
August 5, 2005, the Company proceeded to the next stage of
the appellate process by initiating judicial proceedings,
technically a lawsuit against the Honduran government, in the
Honduran Administrative Tax Trial Court, in order to negate the
tax assessment.
|
|
10. |
IMPACT OF HURRICANE KATRINA |
During the third quarter of 2005, the Companys operations
in the Gulf Coast area of the United States were impacted by
Hurricane Katrina. The Companys fresh fruit division
utilizes the Gulfport, Mississippi port facility to receive and
store product from its Latin American operations. The Gulfport
facility, which is
16
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
leased from the Mississippi Port Authority, incurred significant
damage from Hurricane Katrina. As a result of the damage
sustained at the Gulfport terminal, the Company diverted
shipments to other Dole port facilities including Freeport,
Texas; Port Everglades, Florida; and Wilmington, Delaware. The
Company has since resumed discharging shipments in Gulfport,
although that facility has not yet been fully restored. The
financial impact to the Companys Fresh Fruit operations
includes the loss of cargo and equipment, property damage and
additional costs associated with re-routing product to other
ports in the region. Equipment that was destroyed or damaged
includes refrigerated and dry shipping containers, as well as
chassis and generator-sets used for land transportation of the
shipping containers.
As of October 8, 2005, the Company recorded a total charge
of $6.6 million primarily related to lost or destroyed
property. The charge is comprised of owned assets with a net
book value of $4.1 million, leased assets of
$1.8 million representing amounts due to lessors and
additional incremental expenses of $0.7 million. In
addition, the Company recorded a receivable of $6 million
for insurance recoveries related to cargo and property damage as
of October 8, 2005. The Company maintains customary
insurance for its property, including shipping containers, as
well as for business interruption. The Company is continuing to
work with its insurers to evaluate the extent of the costs
incurred as a result of the hurricane damage and to determine
the extent of the insurance coverage for that damage.
|
|
11. |
GUARANTOR FINANCIAL INFORMATION |
In connection with the issuance of the 2011 Notes in March 2003
and the 2010 Notes in May 2003, all of the Companys
wholly-owned domestic subsidiaries (Guarantors) have
fully and unconditionally guaranteed, on a joint and several
basis, the Companys obligations under the indentures
related to such Notes and to the Companys 2009 Notes and
2013 Debentures (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 income
of the Company for the quarters and three quarters ended
October 8, 2005 and October 9, 2004; condensed
consolidating balance sheets as of October 8, 2005 and
January 1, 2005; and condensed consolidating statements of
cash flows for the three quarters ended October 8, 2005 and
October 9, 2004.
17
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
For the Quarter Ended October 8, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dole Food | |
|
|
|
|
|
|
|
|
|
|
Company, Inc. | |
|
Guarantors | |
|
Non Guarantors | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues, net
|
|
$ |
166,531 |
|
|
$ |
670,087 |
|
|
$ |
1,139,667 |
|
|
$ |
(331,276 |
) |
|
$ |
1,645,009 |
|
Cost of products sold
|
|
|
126,553 |
|
|
|
624,213 |
|
|
|
1,055,686 |
|
|
|
(324,808 |
) |
|
|
1,481,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
39,978 |
|
|
|
45,874 |
|
|
|
83,981 |
|
|
|
(6,468 |
) |
|
|
163,365 |
|
Selling, marketing and general and administrative expenses
|
|
|
40,392 |
|
|
|
38,230 |
|
|
|
64,488 |
|
|
|
(6,468 |
) |
|
|
136,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
(414 |
) |
|
|
7,644 |
|
|
|
19,493 |
|
|
|
|
|
|
|
26,723 |
|
Equity in subsidiary income
|
|
|
34,189 |
|
|
|
27,286 |
|
|
|
|
|
|
|
(61,475 |
) |
|
|
|
|
Other income (expense), net
|
|
|
(390 |
) |
|
|
(1,252 |
) |
|
|
20,060 |
|
|
|
|
|
|
|
18,418 |
|
Interest income
|
|
|
217 |
|
|
|
54 |
|
|
|
1,558 |
|
|
|
|
|
|
|
1,829 |
|
Interest expense
|
|
|
30,164 |
|
|
|
106 |
|
|
|
10,693 |
|
|
|
|
|
|
|
40,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
3,438 |
|
|
|
33,626 |
|
|
|
30,418 |
|
|
|
(61,475 |
) |
|
|
6,007 |
|
Income tax (benefit) expense
|
|
|
(14,166 |
) |
|
|
(1,724 |
) |
|
|
4,293 |
|
|
|
|
|
|
|
(11,597 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
17,604 |
|
|
$ |
35,350 |
|
|
$ |
26,125 |
|
|
$ |
(61,475 |
) |
|
$ |
17,604 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarter Ended October 9, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dole Food | |
|
|
|
|
|
|
|
|
|
|
Company, Inc. | |
|
Guarantors | |
|
Non Guarantors | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues, net
|
|
$ |
145,731 |
|
|
$ |
571,260 |
|
|
$ |
1,096,677 |
|
|
$ |
(292,164 |
) |
|
$ |
1,521,504 |
|
Cost of products sold
|
|
|
119,602 |
|
|
|
516,444 |
|
|
|
1,000,190 |
|
|
|
(281,705 |
) |
|
|
1,354,531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
26,129 |
|
|
|
54,816 |
|
|
|
96,487 |
|
|
|
(10,459 |
) |
|
|
166,973 |
|
Selling, marketing and general and administrative expenses
|
|
|
28,674 |
|
|
|
41,121 |
|
|
|
65,706 |
|
|
|
(10,459 |
) |
|
|
125,042 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
(2,545 |
) |
|
|
13,695 |
|
|
|
30,781 |
|
|
|
|
|
|
|
41,931 |
|
Equity in subsidiary income
|
|
|
17,832 |
|
|
|
26,260 |
|
|
|
|
|
|
|
(44,092 |
) |
|
|
|
|
Other income (expense), net
|
|
|
(380 |
) |
|
|
(2,164 |
) |
|
|
5,090 |
|
|
|
|
|
|
|
2,546 |
|
Interest income
|
|
|
65 |
|
|
|
97 |
|
|
|
1,255 |
|
|
|
|
|
|
|
1,417 |
|
Interest expense
|
|
|
41,404 |
|
|
|
74 |
|
|
|
5,948 |
|
|
|
|
|
|
|
47,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
(26,432 |
) |
|
|
37,814 |
|
|
|
31,178 |
|
|
|
(44,092 |
) |
|
|
(1,532 |
) |
Income tax (benefit) expense
|
|
|
(31,365 |
) |
|
|
20,086 |
|
|
|
4,814 |
|
|
|
|
|
|
|
(6,465 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
4,933 |
|
|
$ |
17,728 |
|
|
$ |
26,364 |
|
|
$ |
(44,092 |
) |
|
$ |
4,933 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
For the Three Quarters Ended October 8, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dole Food | |
|
|
|
|
|
|
|
|
|
|
Company, Inc. | |
|
Guarantors | |
|
Non Guarantors | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues, net
|
|
$ |
419,686 |
|
|
$ |
1,851,143 |
|
|
$ |
3,258,326 |
|
|
$ |
(915,662 |
) |
|
$ |
4,613,493 |
|
Cost of products sold
|
|
|
315,164 |
|
|
|
1,698,033 |
|
|
|
2,902,619 |
|
|
|
(902,427 |
) |
|
|
4,013,389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
104,522 |
|
|
|
153,110 |
|
|
|
355,707 |
|
|
|
(13,235 |
) |
|
|
600,104 |
|
Selling, marketing and general and administrative expenses
|
|
|
100,716 |
|
|
|
97,485 |
|
|
|
173,876 |
|
|
|
(13,235 |
) |
|
|
358,842 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
3,806 |
|
|
|
55,625 |
|
|
|
181,831 |
|
|
|
|
|
|
|
241,262 |
|
Equity in subsidiary income
|
|
|
218,129 |
|
|
|
179,801 |
|
|
|
|
|
|
|
(397,930 |
) |
|
|
|
|
Other income (expense), net
|
|
|
(44,677 |
) |
|
|
(618 |
) |
|
|
28,178 |
|
|
|
|
|
|
|
(17,117 |
) |
Interest income
|
|
|
364 |
|
|
|
129 |
|
|
|
3,381 |
|
|
|
|
|
|
|
3,874 |
|
Interest expense
|
|
|
87,220 |
|
|
|
219 |
|
|
|
21,981 |
|
|
|
|
|
|
|
109,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
90,402 |
|
|
|
234,718 |
|
|
|
191,409 |
|
|
|
(397,930 |
) |
|
|
118,599 |
|
Income tax expense
|
|
|
23,316 |
|
|
|
15,723 |
|
|
|
12,474 |
|
|
|
|
|
|
|
51,513 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
67,086 |
|
|
$ |
218,995 |
|
|
$ |
178,935 |
|
|
$ |
(397,930 |
) |
|
$ |
67,086 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Quarters Ended October 9, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dole Food | |
|
|
|
|
|
|
|
|
|
|
Company, Inc. | |
|
Guarantors | |
|
Non Guarantors | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues, net
|
|
$ |
361,426 |
|
|
$ |
1,522,875 |
|
|
$ |
3,049,061 |
|
|
$ |
(841,315 |
) |
|
$ |
4,092,047 |
|
Cost of products sold
|
|
|
283,020 |
|
|
|
1,354,516 |
|
|
|
2,695,689 |
|
|
|
(829,631 |
) |
|
|
3,503,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
78,406 |
|
|
|
168,359 |
|
|
|
353,372 |
|
|
|
(11,684 |
) |
|
|
588,453 |
|
Selling, marketing and general and administrative expenses
|
|
|
82,273 |
|
|
|
87,133 |
|
|
|
162,114 |
|
|
|
(11,684 |
) |
|
|
319,836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(3,867 |
) |
|
|
81,226 |
|
|
|
191,258 |
|
|
|
|
|
|
|
268,617 |
|
Equity in subsidiary income
|
|
|
208,039 |
|
|
|
171,672 |
|
|
|
|
|
|
|
(379,711 |
) |
|
|
|
|
Other income (expense), net
|
|
|
(866 |
) |
|
|
(2,366 |
) |
|
|
3,555 |
|
|
|
|
|
|
|
323 |
|
Interest income
|
|
|
121 |
|
|
|
227 |
|
|
|
2,865 |
|
|
|
|
|
|
|
3,213 |
|
Interest expense
|
|
|
101,047 |
|
|
|
181 |
|
|
|
15,592 |
|
|
|
|
|
|
|
116,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
102,380 |
|
|
|
250,578 |
|
|
|
182,086 |
|
|
|
(379,711 |
) |
|
|
155,333 |
|
Income tax (benefit) expense
|
|
|
(31,330 |
) |
|
|
43,844 |
|
|
|
9,109 |
|
|
|
|
|
|
|
21,623 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
133,710 |
|
|
$ |
206,734 |
|
|
$ |
172,977 |
|
|
$ |
(379,711 |
) |
|
$ |
133,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING BALANCE SHEET
As of October 8, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dole Food | |
|
|
|
|
|
|
|
|
|
|
Company, Inc. | |
|
Guarantors | |
|
Non Guarantors | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
10,246 |
|
|
$ |
(7,828 |
) |
|
$ |
62,043 |
|
|
$ |
|
|
|
$ |
64,461 |
|
|
Receivables, net of allowances
|
|
|
119,586 |
|
|
|
124,981 |
|
|
|
418,682 |
|
|
|
|
|
|
|
663,249 |
|
|
Inventories
|
|
|
101,393 |
|
|
|
147,517 |
|
|
|
319,149 |
|
|
|
|
|
|
|
568,059 |
|
|
Prepaid expenses
|
|
|
4,415 |
|
|
|
13,574 |
|
|
|
42,716 |
|
|
|
|
|
|
|
60,705 |
|
|
Deferred income tax assets
|
|
|
19,899 |
|
|
|
13,904 |
|
|
|
5,900 |
|
|
|
|
|
|
|
39,703 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
255,539 |
|
|
|
292,148 |
|
|
|
848,490 |
|
|
|
|
|
|
|
1,396,177 |
|
|
Investments
|
|
|
2,338,177 |
|
|
|
1,720,345 |
|
|
|
75,638 |
|
|
|
(4,056,855 |
) |
|
|
77,305 |
|
|
Property, plant and equipment, net
|
|
|
302,522 |
|
|
|
355,112 |
|
|
|
825,091 |
|
|
|
|
|
|
|
1,482,725 |
|
|
Goodwill
|
|
|
18,219 |
|
|
|
145,687 |
|
|
|
373,765 |
|
|
|
|
|
|
|
537,671 |
|
|
Intangible assets, net
|
|
|
711,430 |
|
|
|
13,887 |
|
|
|
4,141 |
|
|
|
|
|
|
|
729,458 |
|
|
Other assets, net
|
|
|
35,799 |
|
|
|
9,585 |
|
|
|
102,136 |
|
|
|
|
|
|
|
147,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
3,661,686 |
|
|
$ |
2,536,764 |
|
|
$ |
2,229,261 |
|
|
$ |
(4,056,855 |
) |
|
$ |
4,370,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$ |
77,977 |
|
|
$ |
326,207 |
|
|
$ |
409,583 |
|
|
$ |
|
|
|
$ |
813,767 |
|
|
Dividend payable to parent
|
|
|
3,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,400 |
|
|
Current portion of long-term debt
|
|
|
(300 |
) |
|
|
732 |
|
|
|
26,065 |
|
|
|
|
|
|
|
26,497 |
|
|
Notes payable
|
|
|
|
|
|
|
858 |
|
|
|
16 |
|
|
|
|
|
|
|
874 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
81,077 |
|
|
|
327,797 |
|
|
|
435,664 |
|
|
|
|
|
|
|
844,538 |
|
|
Intercompany payables (receivables)
|
|
|
1,046,798 |
|
|
|
(205,586 |
) |
|
|
(841,212 |
) |
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
1,175,921 |
|
|
|
1,810 |
|
|
|
773,834 |
|
|
|
|
|
|
|
1,951,565 |
|
|
Deferred income tax liabilities
|
|
|
299,003 |
|
|
|
34,918 |
|
|
|
41,677 |
|
|
|
|
|
|
|
375,598 |
|
|
Other long-term liabilities
|
|
|
411,474 |
|
|
|
39,169 |
|
|
|
79,857 |
|
|
|
|
|
|
|
530,500 |
|
|
Minority interests
|
|
|
|
|
|
|
6,931 |
|
|
|
14,311 |
|
|
|
|
|
|
|
21,242 |
|
|
Total shareholders equity
|
|
|
647,413 |
|
|
|
2,331,725 |
|
|
|
1,725,130 |
|
|
|
(4,056,855 |
) |
|
|
647,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$ |
3,661,686 |
|
|
$ |
2,536,764 |
|
|
$ |
2,229,261 |
|
|
$ |
(4,056,855 |
) |
|
$ |
4,370,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
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
|
|
|
18,219 |
|
|
|
143,794 |
|
|
|
374,852 |
|
|
|
|
|
|
|
536,865 |
|
|
Intangible assets, net
|
|
|
713,613 |
|
|
|
14,534 |
|
|
|
10,344 |
|
|
|
|
|
|
|
738,491 |
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Three Quarters Ended October 8, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dole Food | |
|
|
|
|
|
|
|
|
|
|
Company, Inc. | |
|
Guarantors | |
|
Non Guarantors | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow provided by operating activities
|
|
$ |
533,640 |
|
|
$ |
593,764 |
|
|
$ |
108,637 |
|
|
$ |
(1,136,713 |
) |
|
$ |
99,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales of assets
|
|
|
2,616 |
|
|
|
83 |
|
|
|
6,269 |
|
|
|
|
|
|
|
8,968 |
|
|
Proceeds from sale of investments
|
|
|
|
|
|
|
|
|
|
|
6,100 |
|
|
|
|
|
|
|
6,100 |
|
|
Acquisitions and investments
|
|
|
|
|
|
|
|
|
|
|
(51,062 |
) |
|
|
|
|
|
|
(51,062 |
) |
|
Capital additions
|
|
|
(4,849 |
) |
|
|
(19,068 |
) |
|
|
(57,415 |
) |
|
|
|
|
|
|
(81,332 |
) |
|
Repurchase of common stock in the going-private merger
transaction
|
|
|
(399 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(399 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow used in investing activities
|
|
|
(2,632 |
) |
|
|
(18,985 |
) |
|
|
(96,108 |
) |
|
|
|
|
|
|
(117,725 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt borrowings
|
|
|
|
|
|
|
1,179 |
|
|
|
16,989 |
|
|
|
|
|
|
|
18,168 |
|
|
Short-term debt repayments
|
|
|
|
|
|
|
(19,071 |
) |
|
|
(16,973 |
) |
|
|
|
|
|
|
(36,044 |
) |
|
Long-term debt borrowings, net of debt issuance costs
|
|
|
409,300 |
|
|
|
973 |
|
|
|
902,814 |
|
|
|
|
|
|
|
1,313,087 |
|
|
Long-term debt repayments
|
|
|
(865,448 |
) |
|
|
(709 |
) |
|
|
(346,942 |
) |
|
|
|
|
|
|
(1,213,099 |
) |
|
Intercompany dividends
|
|
|
|
|
|
|
(566,713 |
) |
|
|
(570,000 |
) |
|
|
1,136,713 |
|
|
|
|
|
|
Dividends paid to minority shareholders
|
|
|
|
|
|
|
(1,545 |
) |
|
|
(1,149 |
) |
|
|
|
|
|
|
(2,694 |
) |
|
Dividends paid to Dole Holding Company, LLC
|
|
|
(74,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(74,000 |
) |
|
Capital contributions
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow provided by (used in) financing activities
|
|
|
(529,998 |
) |
|
|
(585,886 |
) |
|
|
(15,261 |
) |
|
|
1,136,713 |
|
|
|
5,568 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign currency exchange rate changes on cash and
cash equivalents
|
|
|
|
|
|
|
|
|
|
|
(1,927 |
) |
|
|
|
|
|
|
(1,927 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
1,010 |
|
|
|
(11,107 |
) |
|
|
(4,659 |
) |
|
|
|
|
|
|
(14,756 |
) |
|
Cash and cash equivalents at beginning of period
|
|
|
9,236 |
|
|
|
3,279 |
|
|
|
66,702 |
|
|
|
|
|
|
|
79,217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
10,246 |
|
|
$ |
(7,828 |
) |
|
$ |
62,043 |
|
|
$ |
|
|
|
$ |
64,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Three Quarters Ended October 9, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dole Food | |
|
|
|
|
|
|
|
|
|
|
Company, Inc. | |
|
Guarantors | |
|
Non Guarantors | |
|
Eliminations |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow provided by (used in) operating activities
|
|
$ |
(48,088 |
) |
|
$ |
22,501 |
|
|
$ |
204,034 |
|
|
$ |
|
|
|
$ |
178,447 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales of assets
|
|
|
3,138 |
|
|
|
347 |
|
|
|
5,683 |
|
|
|
|
|
|
|
9,168 |
|
|
Acquisitions and investments
|
|
|
(169,595 |
) |
|
|
(32 |
) |
|
|
(3,137 |
) |
|
|
|
|
|
|
(172,764 |
) |
|
Capital additions
|
|
|
(4,542 |
) |
|
|
(12,272 |
) |
|
|
(40,689 |
) |
|
|
|
|
|
|
(57,503 |
) |
|
Repurchase of common stock in the going-private merger
transaction
|
|
|
(1,300 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,300 |
) |
|
Transaction costs paid in the going-private merger transaction
|
|
|
(345 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(345 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow used in investing activities
|
|
|
(172,644 |
) |
|
|
(11,957 |
) |
|
|
(38,143 |
) |
|
|
|
|
|
|
(222,744 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt borrowings
|
|
|
|
|
|
|
1,051 |
|
|
|
30,336 |
|
|
|
|
|
|
|
31,387 |
|
|
Short-term debt repayments
|
|
|
|
|
|
|
(1,233 |
) |
|
|
(30,464 |
) |
|
|
|
|
|
|
(31,697 |
) |
|
Long-term debt borrowings, net of debt issuance costs
|
|
|
568,950 |
|
|
|
661 |
|
|
|
20,078 |
|
|
|
|
|
|
|
589,689 |
|
|
Long-term debt repayments
|
|
|
(418,950 |
) |
|
|
(621 |
) |
|
|
(151,131 |
) |
|
|
|
|
|
|
(570,702 |
) |
|
Capital contributions
|
|
|
100,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000 |
|
|
Dividends paid to minority shareholders
|
|
|
|
|
|
|
(18 |
) |
|
|
(5,446 |
) |
|
|
|
|
|
|
(5,464 |
) |
|
Dividends paid to Dole Holding Company, LLC
|
|
|
(20,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow provided by (used in) financing activities
|
|
|
230,000 |
|
|
|
(160 |
) |
|
|
(136,627 |
) |
|
|
|
|
|
|
93,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign currency exchange rate changes on cash and
cash equivalents
|
|
|
|
|
|
|
|
|
|
|
(2,043 |
) |
|
|
|
|
|
|
(2,043 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents
|
|
|
9,268 |
|
|
|
10,384 |
|
|
|
27,221 |
|
|
|
|
|
|
|
46,873 |
|
|
Cash and cash equivalents at beginning of period
|
|
|
7,424 |
|
|
|
(20,498 |
) |
|
|
46,556 |
|
|
|
|
|
|
|
33,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
16,692 |
|
|
$ |
(10,114 |
) |
|
$ |
73,777 |
|
|
$ |
|
|
|
$ |
80,355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
DOLE FOOD COMPANY, INC.
ITEM 2. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Overview
In the third quarter of 2005, the Companys revenues
increased 8% and operating income fell 36% compared to the prior
year. Revenues during the third quarter were driven by overall
growth in the fresh vegetables, fresh fruit and packaged foods
operating segments. Operating income during the quarter was
adversely impacted by higher production costs, higher shipping
and distribution 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. Higher shipping and distribution costs were the
result of higher fuel costs. Net income was $17.6 million
for the third quarter of 2005 compared to $4.9 million in
the third quarter of 2004. The increase was primarily due to
unrealized foreign currency exchange gains relating to the
Companys Japanese yen denominated term loan and the
benefit of a lower fiscal year 2005 effective tax rate.
During the third quarter of 2005, the Companys operations
in the Gulf Coast area of the United States were impacted by
Hurricane Katrina. The Companys fresh fruit division
utilizes the Gulfport, Mississippi port facility to receive and
store product from its Latin American operations. The Gulfport
facility, which is leased from the Mississippi Port Authority,
incurred significant damage from Hurricane Katrina. As a result
of the damage sustained at the Gulfport terminal, the Company
diverted shipments to other Dole port facilities including
Freeport, Texas; Port Everglades, Florida; and Wilmington,
Delaware. The Company has since resumed discharging shipments in
Gulfport, although that facility has not yet been fully
restored. The financial impact to the Companys Fresh Fruit
operations includes the loss of cargo and equipment, property
damage and additional costs associated with re-routing product
to other ports in the region. Equipment that was destroyed or
damaged includes refrigerated and dry shipping containers, as
well as chassis and generator-sets used for land transportation
of the shipping containers.
As of October 8, 2005, the Company recorded a total charge
of $6.6 million primarily related to lost or destroyed
property. The charge is comprised of owned assets with a net
book value of $4.1 million, leased assets of
$1.8 million representing amounts due to lessors and
additional incremental expenses of $0.7 million. In
addition, the Company recorded a receivable of $6 million
for insurance recoveries related to cargo and property damage as
of October 8, 2005. The Company maintains customary
insurance for its property, including shipping containers, as
well as for business interruption. The Company is continuing to
work with its insurers to evaluate the extent of the costs
incurred as a result of the hurricane damage and to determine
the extent of the insurance coverage for that damage.
Results of Operations
Selected results of operations for the quarters and three
quarters ended October 8, 2005 and October 9, 2004
were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended | |
|
Three Quarters Ended | |
|
|
| |
|
| |
|
|
October 8, | |
|
October 9, | |
|
October 8, | |
|
October 9, | |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
Revenues, net
|
|
$ |
1,645,009 |
|
|
$ |
1,521,504 |
|
|
$ |
4,613,493 |
|
|
$ |
4,092,047 |
|
Operating income
|
|
$ |
26,723 |
|
|
$ |
41,931 |
|
|
$ |
241,262 |
|
|
$ |
268,617 |
|
Interest income and other income (expense), net
|
|
$ |
20,247 |
|
|
$ |
3,963 |
|
|
$ |
(13,243 |
) |
|
$ |
3,536 |
|
Interest expense
|
|
$ |
40,963 |
|
|
$ |
47,426 |
|
|
$ |
109,420 |
|
|
$ |
116,820 |
|
Income tax (benefit) expense
|
|
$ |
(11,597 |
) |
|
$ |
(6,465 |
) |
|
$ |
51,513 |
|
|
$ |
21,623 |
|
Net income
|
|
$ |
17,604 |
|
|
$ |
4,933 |
|
|
$ |
67,086 |
|
|
$ |
133,710 |
|
24
Revenues
For the quarter ended October 8, 2005, revenues increased
8% to $1.65 billion from $1.52 billion in the quarter
ended October 9, 2004. The increase is primarily due to
higher volumes of bananas in North America, higher volumes of
pineapples in North America, Europe and Asia and higher
worldwide sales of packaged food products. Revenues in the fresh
vegetables segment benefited $36.5 million as a result of
the acquisition of Coastal Berry Company, LLC (renamed Dole
Berry Company, LLC) during the fourth quarter of 2004. These
increases were partially offset by lower activity in the
European ripening and distribution business and lower deciduous
fruit sales in Latin America and Asia. In addition,
U.S. dollar exchange rates adversely impacted revenues,
primarily in the fresh fruit segment, by approximately
$5.7 million.
For the three quarters ended October 8, 2005, revenues
increased 13% to $4.61 billion from $4.09 billion in
the prior year. Revenues benefited from the following: the
acquisition of Wood Holdings, Inc. (renamed Dole Packaged Frozen
Foods, Inc.) and Dole Berry Company, higher sales of bananas
worldwide, higher volumes of pineapples in North America, Europe
and Asia, expanded activity in the commercial cargo and European
ripening and distribution businesses and higher sales in both
packaged food products and fresh vegetables. These increases
were partially offset by lower deciduous fruit sales in Latin
America and Asia. Dole Packaged Frozen Foods and Dole Berry
Company added a combined $195 million to revenues for the
three quarters ended October 8, 2005. Favorable
U.S. dollar exchange rates versus the euro, Swedish krona
and Japanese yen positively impacted revenues, primarily in the
fresh fruit segment, by approximately $41 million.
Operating Income
For the quarter ended October 8, 2005, operating income
decreased to $26.7 million from $41.9 million in the
quarter ended October 9, 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 packaged foods segment.
Operating results were adversely impacted by significantly
higher commodity costs (including container board, tin plate,
plastic resins and fuel). Overall, the impact of foreign
currency exchange rates in both sourcing and selling locations
had a net favorable impact of $1 million, net of hedges,
for the quarter ended October 8, 2005.
For the three quarters ended October 8, 2005, operating
income decreased to $241.3 million from $268.6 million
in the prior year. The decrease was primarily attributable to
significantly higher commodity costs. Overall, the impact of
foreign currency exchange rates in both sourcing and selling
locations had a net unfavorable impact of $3.6 million, net
of hedges, during the three quarters ended 2005.
Interest Income and Other Income (Expense), Net
For the quarter ended October 8, 2005, interest income and
other income (expense), net was $20.2 million compared to
$4 million in the prior year. The increase was primarily
due to a $15.8 million unrealized foreign currency exchange
gain relating to the Companys Japanese yen denominated
term loan.
For the three quarters ended October 8, 2005, interest
income and other income (expense), net was a loss of
$13.2 million compared to income of $3.5 million in
the prior year. The decrease was primarily due to a
$43.8 million expense related to the early retirement of
debt in connection with the Companys refinancing and bond
tender transactions during the second quarter of 2005. This
decrease was partially offset by $22.2 million of
unrealized foreign currency exchange gains relating to the
Companys Japanese yen denominated term loan and British
pound sterling denominated vessel capital lease obligation. The
term loan and vessel lease obligation are held by subsidiaries
whose functional currency is the U.S. dollar. Therefore,
the strengthening of the U.S. dollar against the Japanese
yen and British pound sterling during the three quarters ended
October 8, 2005 resulted in unrealized foreign currency
exchange translation gains.
25
Interest Expense
Interest expense for the quarter ended October 8, 2005 was
$41 million compared to $47.4 million in the quarter
ended October 9, 2004. Interest expense decreased primarily
as a result of lower overall effective borrowing rates due to
the Companys second quarter of 2005 refinancing and bond
tender transactions.
Interest expense for the three quarters ended October 8,
2005 was $109.4 million compared to $116.8 million in
the three quarters ended October 9, 2004. The decrease in
interest expense was primarily attributable to the same factors
that impacted the third quarter.
Income Tax (Benefit) Expense
Income tax (benefit) expense for the quarter and three quarters
ended October 8, 2005 were $(11.6) million and
$51.5 million, respectively, which reflect the
Companys expected effective income tax rate of
approximately 10.4% on earnings for the fiscal year ending
December 31, 2005. The $11.6 million income tax
benefit for the third quarter includes $12.3 million of
benefit to adjust the year-to-date effective income tax rate to
10.4%. In the first and second quarters of 2005, the Company had
expected an effective full year income tax rate of 21%. The
decrease in the expected effective tax rate for the year
reflects lower taxable income in North America than previously
anticipated. Also, included in income tax expense for the
quarter and three quarters ended October 8, 2005 was
$0.1 million and $39.2 million, respectively, on the
repatriation of $570 million of foreign earnings in
accordance with the American Jobs Creation Act of 2004. These
foreign earnings were previously considered indefinitely
invested outside the U.S. and accordingly no income tax had been
provided. The income tax (benefit) expense of
$(6.5) million and $21.6 million for the quarter and
three quarters ended October 9, 2004, respectively,
reflects the Companys then expected effective income tax
rate for the fiscal year ended January 1, 2005, of
approximately 14%.
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.
26
Revenues from external customers and EBIT for the reportable
operating segments and corporate and other were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended | |
|
Three Quarters Ended | |
|
|
| |
|
| |
|
|
October 8, | |
|
October 9, | |
|
October 8, | |
|
October 9, | |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from external customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fresh fruit
|
|
$ |
1,015,393 |
|
|
$ |
985,570 |
|
|
$ |
2,938,997 |
|
|
$ |
2,769,066 |
|
|
Fresh vegetables
|
|
|
318,953 |
|
|
|
260,033 |
|
|
|
862,782 |
|
|
|
672,634 |
|
|
Packaged foods
|
|
|
252,808 |
|
|
|
224,563 |
|
|
|
638,461 |
|
|
|
491,357 |
|
|
Fresh-cut flowers
|
|
|
41,142 |
|
|
|
41,277 |
|
|
|
138,221 |
|
|
|
136,821 |
|
|
Other operating segments
|
|
|
16,713 |
|
|
|
10,061 |
|
|
|
35,032 |
|
|
|
22,169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,645,009 |
|
|
$ |
1,521,504 |
|
|
$ |
4,613,493 |
|
|
$ |
4,092,047 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended | |
|
Three Quarters Ended | |
|
|
| |
|
| |
|
|
October 8, | |
|
October 9, | |
|
October 8, | |
|
October 9, | |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fresh fruit
|
|
$ |
29,624 |
|
|
$ |
47,237 |
|
|
$ |
201,090 |
|
|
$ |
221,864 |
|
|
Fresh vegetables
|
|
|
(3,768 |
) |
|
|
9,715 |
|
|
|
26,106 |
|
|
|
50,158 |
|
|
Packaged foods
|
|
|
25,291 |
|
|
|
12,098 |
|
|
|
64,010 |
|
|
|
42,410 |
|
|
Fresh-cut flowers
|
|
|
(3,046 |
) |
|
|
(5,447 |
) |
|
|
846 |
|
|
|
3,801 |
|
|
Other operating segments
|
|
|
255 |
|
|
|
72 |
|
|
|
768 |
|
|
|
261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating segments
|
|
|
48,356 |
|
|
|
63,675 |
|
|
|
292,820 |
|
|
|
318,494 |
|
|
Corporate and other
|
|
|
(1,386 |
) |
|
|
(17,781 |
) |
|
|
(64,801 |
) |
|
|
(46,341 |
) |
Interest expense
|
|
|
40,963 |
|
|
|
47,426 |
|
|
|
109,420 |
|
|
|
116,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$ |
6,007 |
|
|
$ |
(1,532 |
) |
|
$ |
118,599 |
|
|
$ |
155,333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fresh Fruit
Fresh fruit revenues in the quarter ended October 8, 2005
increased 3% to $1.02 billion from $986 million in the
quarter ended October 9, 2004. The increase in fresh fruit
revenues was primarily due to the following: improved volumes of
bananas sold in North America and Asia, improved banana pricing
in Europe, improved volumes of pineapples sold in North America,
Europe, and Asia, higher commercial cargo rates and higher sales
of grapes in North America. Revenues were also affected by lower
activity in the European ripening and distribution business and
lower sales of deciduous fruit in Asia and North America. There
were also lower sales of pistachios in North America due to the
seasonality and timing of the pistachio harvest. Fresh fruit
revenues in the three quarters ended October 8, 2005
increased 6% to $2.94 billion from $2.77 billion in
the three quarters ended October 9, 2004. Revenues for the
three quarters were impacted mainly by the same factors
affecting sales in the third quarter. However, results for the
European ripening and distribution business for the three
quarters ended October 8, 2005 increased from prior year
mostly due to growth in the German operations in 2005. Foreign
currency exchange rates versus the U.S. dollar adversely
impacted fresh fruit revenues for the quarter ended
October 8, 2005 by approximately $6 million. For the
three quarters ended October 8, 2005, foreign currency
exchange rates versus the U.S. dollar favorably impacted
revenues by approximately $38 million.
Fresh fruit EBIT in the quarter ended October 8, 2005
decreased 37% to $29.6 million from $47.2 million in
the quarter ended October 9, 2004. EBIT decreased primarily
as a result of higher product costs impacting fresh pineapples
in Europe and Asia, as well as North American bananas and the
deciduous fruit operations. In addition,
27
EBIT was impacted by higher shipping and distribution costs
across all businesses due to higher fuel costs and higher
marketing and selling costs. Lower pistachio earnings, due to
the seasonality and timing of harvest, also impacted fresh fruit
EBIT. These decreases were partially offset by higher pricing in
Europe bananas and the absence of a $5.8 million
restructuring charge in Ecuador recorded in 2004. The impact of
exchange rates, net of hedges, reduced EBIT for the quarter
ended October 8, 2005 by approximately $1.2 million.
Fresh fruit EBIT in the three quarters ended October 8,
2005 decreased 9% to $201.1 million from
$221.9 million in the three quarters ended October 9,
2004. The decrease was primarily due to the same factors
impacting EBIT in the third quarter. The impact of exchange
rates on the three quarters ended October 8, 2005, net of
hedges, was a benefit of $3.1 million. This benefit was due
in part to an unrealized foreign currency exchange gain relating
to the Companys British pound sterling denominated vessel
capital lease obligation.
Fresh Vegetables
Fresh vegetables revenues for the quarter ended October 8,
2005 increased 23% to $319 million from $260 million
in the quarter ended October 9, 2004. The increase was due
to higher volumes of both commodity vegetables and packaged
salads in North America, as well as the acquisition of Dole
Berry Company, a producer of fresh berries, during October 2004.
The increase in revenues was partially offset by lower pricing
in both the commodity vegetables and packaged salads businesses.
Fresh vegetables revenues for the three quarters ended
October 8, 2005 increased 28% to $863 million from
$673 million for the three quarters ended October 9,
2004. Revenues for the three quarters were impacted mainly by
the same factors affecting revenues in the third quarter. Dole
Berry Companys revenues were $36.5 million and
$118.9 million for the quarter and three quarters ended
October 8, 2005, respectively.
Fresh vegetables EBIT for the quarter ended October 8, 2005
was a loss of $3.8 million compared to earnings of
$9.7 million in the quarter ended October 9, 2004. The
decrease in EBIT was mainly attributable to significantly higher
growing and distribution costs in commodity vegetables, higher
production costs in the packaged salads business and lower
pricing. Fresh vegetables EBIT for the three quarters ended
October 8, 2005 decreased 48% to $26.1 million from
$50.2 million in the three quarters ended October 9,
2004. EBIT decreased primarily as a result of the same factors
that affected EBIT in the third quarter and higher selling
expenses in the Asia commodity vegetables business. Dole Berry
Companys EBIT was a loss of $4.9 million and
$1.4 million for the quarter and three quarters ended
October 8, 2005, respectively. The Dole Berry loss of
$4.9 million was attributable to weaker strawberry pricing
and higher harvesting costs.
Packaged Foods
Packaged foods revenues for the quarter ended October 8,
2005 increased 13% to $252.8 million from
$224.6 million in the quarter ended October 9, 2004.
The increase in revenues was driven by higher sales of fruit
bowls, fruit in plastic jars, canned solid pineapple and juice
in North America and higher volumes of concentrate and fruit
bowls in Europe. Packaged foods revenues for the three quarters
ended October 8, 2005 increased 30% to $638.5 million
from $491.4 million in the three quarters ended
October 9, 2004. The increase in revenues for the three
quarters ended October 8, 2005 was primarily attributable
to the same factors that drove the increase in the third
quarter. Revenues were also impacted by higher volumes of
concentrate and fruit bowls in Japan and increased revenues due
to the acquisition of Dole Packaged Frozen Foods in June 2004,
partially offset by lower concentrate sales in North America.
Dole Packaged Frozen Foods, a frozen fruit producer and
manufacturer, had revenues of $121.7 million in the three
quarters ended October 8, 2005 compared to revenues of
$45.5 million in the three quarters ended October 9,
2004.
EBIT in the packaged foods segment for the quarter ended
October 8, 2005 increased to $25.3 million from
$12.1 million in the quarter ended October 9, 2004.
EBIT for the quarter increased primarily as a result of higher
pricing in North America partially offset by higher selling,
general and administrative expenses. EBIT for the three quarters
ended October 8, 2005 increased 51% to $64 million
from $42.4 million in the three quarters ended
October 9, 2004. EBIT increased primarily as a result of
the same factors that drove the increase in EBIT in the third
quarter. Dole Packaged Frozen Foods had earnings of
$2.8 million in the three quarters ended October 8,
2005 compared to a loss of $0.1 million in the three
quarters ended October 9, 2004.
28
The loss of $0.1 million includes a non-cash charge of
$3.7 million related to the step-up of inventory in the
allocation of the purchase price.
Fresh-Cut Flowers
Fresh-cut flowers revenues for the quarter ended October 8,
2005 were $41.1 million compared to $41.3 million in
the quarter ended October 9, 2004. Revenues remained
relatively unchanged as lower sales in the wholesale market were
partially offset by higher volumes sold in the retail market.
Revenues for the three quarters ended October 8, 2005
increased 1% to $138.2 million from $136.8 million in
the three quarters ended October 9, 2004. The growth in
revenues was primarily due to higher sales to the retail market.
EBIT in the fresh-cut flowers segment for the quarter ended
October 8, 2005 improved to a loss of $3 million from
a loss of $5.4 million in the quarter ended October 9,
2004. The increase in EBIT was primarily a result of incentives
received from the Colombian government related to foreign
currency hedges and lower labor costs in the U.S. These
factors were partially offset by higher product costs resulting
from the weakening of the U.S. dollar against the Colombian
peso and higher purchases from third party growers. Fresh-cut
flowers EBIT for the three quarters ended October 8, 2005
decreased to $0.8 million from $3.8 million in the
three quarters ended October 9, 2004. The decrease in EBIT
was mainly due to higher product costs resulting from
unfavorable exchange rates between the U.S. dollar and the
Colombian peso and higher shipping costs. These factors were
partially offset by foreign currency hedge incentives from the
Colombian government, higher sales volume in the retail market
and lower general and administrative expenses. The weakening of
the U.S. dollar against the Colombian peso adversely
impacted EBIT by approximately $1.3 million and
$6.6 million, net of hedges, during the quarter and three
quarters ended October 8, 2005, respectively.
Corporate and Other
Corporate and other EBIT was a loss of $1.1 million in the
quarter ended October 8, 2005 compared to a loss of
$17.7 million in the quarter ended October 9, 2004.
The improvement in EBIT for the quarter was primarily due to
unrealized foreign currency exchange gains of $15.8 million
related to the Companys Japanese yen denominated term
loan. Corporate and other EBIT was a loss of $64 million
for the three quarters ended October 8, 2005 compared to a
loss of $46.1 million. The decrease in EBIT for the three
quarters is primarily due to expenses of $43.8 million
incurred in connection with the early retirement of debt and the
related refinancing and bond tender transactions. This was
partially offset by $16.4 million of unrealized foreign
currency exchange gains related to the Companys Japanese
yen denominated term loan.
Liquidity and Capital Resources
In the three quarters ended October 8, 2005, cash flows
provided by operating activities were $99.3 million
compared to cash flows provided by operating activities of
$178.4 million in the three quarters ended October 9,
2004. Cash provided by operating activities was
$79.1 million lower, primarily due to lower net income
resulting from significant refinancing costs, higher receivables
associated with higher sales in 2005, and higher inventories,
primarily in the packaged foods business, to meet higher
anticipated sales demand. These factors were partially offset by
significantly higher payables from operations and the accrual of
income taxes payable related to the provision on repatriated
foreign earnings.
Cash flows used in investing activities was approximately
$117.7 million in the three quarters ended October 8,
2005, compared to cash flows used of $222.7 million in the
three quarters ended October 9, 2004. The decrease in cash
outflow during 2005 was primarily due to less cash used for
acquisitions. The Company paid $167 million during the
second quarter of 2004 for Dole Packaged Frozen Foods compared
to $47.1 million paid during 2005 for the minority interest
in Saba. This increase in cash was partially offset by higher
capital expenditures of $23.8 million.
Cash flows provided by financing activities decreased to
$5.6 million in the three quarters ended October 8,
2005 compared to cash flows provided by financing activities of
$93.2 million in the three quarters ended October 9,
2004. The decrease of $87.6 million is due to an equity
contribution of $100 million made by
29
Dole Holding Company, LLC in 2004. In addition, dividends of
$74 million were paid to Dole Holding Company, LLC in 2005
as a return of its capital contribution, compared to
$20 million of dividends paid in 2004. These items were
offset by higher current year debt borrowings, net of
repayments, of $63.4 million.
As of October 8, 2005, the Company had outstanding balances
under its senior secured term loan facilities of approximately
$715.3 million. The Company also had $71.9 million of
outstanding borrowings under the $300 million revolving
credit portion of the senior secured credit facilities, and
after taking into account approximately $86.4 million of
outstanding letters of credit and bank guarantees issued against
these facilities, had approximately $141.7 million
available for future borrowings under these 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 ratio and maximum permitted
leverage ratio, 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 October 8,
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). The purpose
of the amendment and restatement 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. In connection with the refinancing of the term
loan facilities, the Company wrote-off deferred debt issuance
costs of $1.5 million during the second quarter of 2005. As
of October 8, 2005, the term loan facilities consisted of
$322.2 million of Term Loan A and $393.1 million
of Term Loan B.
Provisions under the Amended and Restated Credit Agreement are
similar to the pre-restatement provisions under the
Companys senior secured credit agreement; however, the
provisions provide for somewhat less restrictive covenants and
more favorable interest rates.
In April 2005, in conjunction with the execution of the Amended
and Restated Credit Agreement, the Company completed a tender
offer to purchase for cash $325 million aggregate principal
amount of the Companys outstanding debt securities. The
Company repurchased $275 million of its $475 million
8.875% unsecured Senior Notes due in 2011 and $50 million
of its $400 million 8.625% unsecured Senior Notes due 2009.
In connection with these repurchases, the Company recorded a
loss on early retirement of debt of $42.3 million during
the second quarter of 2005 comprised of a write-off of deferred
debt issuance costs of $9.2 million and a premium expense
of $33.1 million.
On June 29, 2005, the Company executed a technical
amendment to its Amended and Restated Credit Agreement, which
changed the scheduled amortization payment dates of the term
loans from the last business day of the Companys fiscal
quarters to the last business day of the calendar quarters.
The Company believes that its existing cash balance and
available borrowings under the revolving credit facility of
$64.5 million and $141.7 million, respectively, at
October 8, 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.
30
Other Matters
Financial Instruments: The Companys derivative
instruments consist of Colombian peso and Thai baht denominated
foreign currency exchange forward contracts, Japanese yen
foreign currency participating forward contracts, euro collars,
bunker fuel hedges and an interest rate swap. The Company enters
into foreign currency exchange forward contracts to reduce its
risk related to anticipated dollar equivalent foreign currency
cash flows. The bunker fuel hedges and interest rate swap have
both been 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 fair value of all instruments designated
as effective hedges of October 8, 2005, has been included
as a component of accumulated other comprehensive income in
shareholders equity. The Colombian peso, Thai baht and
Japanese yen forward contracts as well as the euro collars have
not received hedge accounting treatment under FAS 133,
causing the changes in fair values to be recorded in current
earnings.
The outstanding notional amount of the Companys Colombian
peso and Thai baht foreign currency exchange forwards, Japanese
yen participating forwards and euro collars totaled
$26.2 million, $13.2 million, $21.8 million and
$31.7 million, respectively, at October 8, 2005.
The Company enters into bunker fuel hedges to reduce its risk
related to price fluctuations on anticipated bunker fuel
purchases. At October 8, 2005, bunker fuel hedges had an
aggregate outstanding notional amount of $2.3 million. The
fair value of the bunker fuel hedges at October 8, 2005 was
immaterial to the financial statements. Settlement of the bunker
fuel contracts will occur during the last quarter of 2005.
In May 2005, the Company entered into an interest rate swap
agreement in order to hedge future changes in interest rates.
This agreement effectively converted borrowings under Term
Loan A, which is variable-rate debt, to a fixed-rate basis
through the term of the loan. The fair value of the swap at
October 8, 2005 was $1.7 million.
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.
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. The decision by this arbitration panel,
rendered on August 1, 2005, deemed that the EUs
proposed tariff of 230 euro per metric ton is too high.
On September 13, 2005, the EU proposed to rectify the
matter with a tariff amount of 187 euro per metric ton, with a
tariff quota for the African, Caribbean, and Pacific
(ACP) countries of 775,000 metric tons per year at
zero duty. The EUs second tariff proposal was subject to
subsequent arbitration by the same panel, and the EU recently
lost this arbitration. The arbitrators ruling, issued on
October 27, 2005, held that the EUs proposed
rectification of its first tariff proposal, consisting of a new
tariff rate on bananas of 187 Euro per metric ton and a 775,000
tariff quota with zero duty on imports of bananas of ACP origin,
would not result in at least maintaining total market access for
Latin producing countries and that the EU had therefore
failed to rectify the matter.
31
There is no provision for a third arbitration by the World Trade
Organization on the tariff level. Although discussions are
currently underway, the EU has not yet communicated whether or
how it intends to revise its banana tariff proposal in reaction
to the arbitrators ruling.
Income Tax Audits: The Company believes its tax positions
comply with the applicable tax laws and that it adequately
provided for all tax related matters. The Company is subject to
examination by taxing authorities in the various jurisdictions
in which it files tax returns. Matters raised upon audit may
involve substantial amounts and could result in material cash
payments if resolved unfavorably; however, management does not
believe that any material payments will be made related to these
matters during the next year. In addition, management considers
it unlikely that the resolution of these matters will have a
materially adverse effect on its financial position and results
of operation.
Honduran Tax Case: In 2005, the Company received a tax
assessment from Honduras of approximately $137 million
relating to the disposition of all of the Companys
interest in Cervecería Hondureña, S.A in 2001. The
Company believes the assessment is without merit and filed an
appeal with the Honduran tax authorities, which was denied. As a
result of the denial in the administrative process, on
August 5, 2005, the Company proceeded to the next stage of
the appellate process by initiating judicial proceedings,
technically a lawsuit against the Honduran government, in the
Honduran Administrative Tax Trial Court, in order to negate the
tax assessment. No reserve has been provided for this assessment.
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):
|
|
|
|
|
|
|
|
|
|
|
October 8, | |
|
January 1, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
Total working capital (current assets less current liabilities)
|
|
$ |
551,639 |
|
|
$ |
433,469 |
|
Total assets
|
|
$ |
4,370,856 |
|
|
$ |
4,331,617 |
|
Total debt
|
|
$ |
1,978,936 |
|
|
$ |
1,868,922 |
|
Total shareholders equity
|
|
$ |
647,413 |
|
|
$ |
677,873 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended | |
|
Three Quarters Ended | |
|
|
| |
|
| |
|
|
October 8, | |
|
October 9, | |
|
October 8, | |
|
October 9, | |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
17,604 |
|
|
$ |
4,933 |
|
|
$ |
67,086 |
|
|
$ |
133,710 |
|
Interest expense
|
|
|
40,963 |
|
|
|
47,426 |
|
|
|
109,420 |
|
|
|
116,820 |
|
Income tax (benefit) expense
|
|
|
(11,597 |
) |
|
|
(6,465 |
) |
|
|
51,513 |
|
|
|
21,623 |
|
Depreciation and amortization
|
|
|
45,911 |
|
|
|
46,109 |
|
|
|
113,690 |
|
|
|
109,783 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
|
$ |
92,881 |
|
|
$ |
92,003 |
|
|
$ |
341,709 |
|
|
$ |
381,936 |
|
EBITDA margin
|
|
|
5.6 |
% |
|
|
6.0 |
% |
|
|
7.4 |
% |
|
|
9.3 |
% |
Capital expenditures
|
|
$ |
36,854 |
|
|
$ |
29,482 |
|
|
$ |
81,332 |
|
|
$ |
57,503 |
|
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
32
companies, and because certain debt covenants on the
Companys Senior Notes are tied to EBITDA. EBITDA and
EBITDA margin should not be considered in isolation from or as a
substitute for net 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 are set forth under the heading Market Risk
in Item 7 of the Companys Annual Report on
Form 10-K for the year ended January 1, 2005 and
include: weather-related phenomena; market responses to industry
volume pressures; product and raw materials supplies 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 April 2005, the Company replaced part of its existing
long-term debt with new term loan borrowings (Term
Loan A and Term Loan B) and a new
revolving credit facility. Term Loan A is a
$350 million obligation denominated in Japanese yen that
bears interest at certain percentages over Japanese LIBOR. The
Company is exposed to currency risk for changes in the exchange
rates between the U.S. dollar and the Japanese yen, as Term
Loan A is held by a subsidiary whose functional currency is
the U.S. dollar. The Company was also exposed to interest
rate risk for changes in the Japanese LIBOR rate. In May 2005,
the Company entered into an interest rate swap agreement, which
fixed the interest rate at 1.8%. The Company currently estimates
that the strengthening or weakening of the value of the U.S.
dollar against the yen by 10% would impact income before income
taxes by $29 million and ($36) million, respectively.
Term Loan B and the new credit facility are
U.S. dollar denominated obligations totaling
$464.9 million at October 8, 2005. These obligations
bear interest at a weighted average interest rate, based on
LIBOR plus a margin, which is currently 5.64%. Since Term
Loan B and the credit facility are variable rate debt, the
Companys operating results are exposed to interest rate
risk. The Company currently estimates that a 100 basis
point change in LIBOR would impact annual income before income
taxes by approximately $4.6 million.
For the quarter and three quarters ended October 8, 2005,
there have been no material changes in the market risk
disclosure presented in the Companys Annual Report on
Form 10-K for the year ended January 1, 2005, other
than the transaction described above.
ITEM 4. CONTROLS AND
PROCEDURES
An evaluation was carried out as of October 8, 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.
33
Changes in Internal Control Over Financial Reporting
There were no changes in Doles internal control over
financial reporting during the quarter ended October 8,
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 (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 573 lawsuits, in various stages of
proceedings, alleging injury as a result of exposure to DBCP or
seeking enforcement of Nicaraguan judgments. Seventeen of these
lawsuits are currently pending in various jurisdictions in the
United States, including one recently filed case in Los Angeles
County Superior Court with 18 Nicaraguans seeking unspecified
damages. One case pending in Los Angeles Superior Court with 31
Nicaraguan plaintiffs has a trial date of July 17, 2006.
The remaining cases are pending in Latin America and the
Philippines, including 396 labor cases pending in Costa Rica
under that countrys national insurance program. Claimed
damages in DBCP cases worldwide total approximately
$26.7 billion, with the lawsuits in Nicaragua representing
approximately 82% 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, 138 cases are currently filed in various courts
throughout the country, with all but one 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.
34
Sixteen cases filed in civil courts 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; $27.7 million (one case with 39 claimants) on
March 17, 2005.; and $46.4 million (one case with 62
claimants). One case filed in civil court in Chinandega,
Nicaragua has resulted in a judgment for the claimants in the
amount of $98.5 million (150 claimants).
Thirty-two new cases have recently been filed in civil courts in
Managua (8) and Chinandega (24). In addition, active cases
are currently pending in civil courts in Managua (10),
Chinandega (8) and Puerto Cabezas (2). Six of the
cases pending before the court in Chinandega have been
consolidated for trial; the consolidated case seeks
$3.4 billion on behalf of 1,708 claimants. In all of the
active cases but two in Chinandega, and one in Managua, the
Company has sought to have the cases returned to the United
States pursuant to Law 364. Notwithstanding, the Chinandega
court denied the Companys request in the six consolidated
cases pending there; the Managua court denied the Companys
request with respect to one 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 eight of the cases in Managua are still pending. The Company
has appealed the two decisions of the court in Puerto Cabezas,
the decision of the court in Managua and the six decisions of
the court in Chinandega.
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 voluntarily dismissed their appeal of that decision which
was pending before the United States Court of Appeals for the
Ninth Circuit. Defendants motion for sanctions against
Plaintiffs counsel is still pending before the Court of
Appeals in that case.
Claimants have also indicated their intent to seek enforcement
of the Nicaraguan judgments in Ecuador, Venezuela and other
countries in Latin America and elsewhere, including the United
States. In Venezuela, the claimants are attempting to enforce
five of the Nicaraguan judgments in that countrys Supreme
Court: $489.4 million (December 11, 2002);
$15.7 million (May 25, 2004); $64.8 million
(June 15, 2004); and what is believed to be the judgments
for $82.9 million (February 25, 2004) and
$56.5 million (June 14, 2004). An action recently
filed to enforce the $27.7 million Nicaraguan judgment
(March 17, 2005) in the Colombian Supreme Court was
dismissed. In Ecuador, the claimants attempted to enforce the
five Nicaraguan judgments issued between February 25, 2004
through June 15, 2004 in the Ecuador Supreme Court. The
First, Second and Third Chambers of the Ecuador Supreme Court
issued rulings refusing to consider those enforcement actions on
the ground that the Supreme Court was not a court of competent
jurisdiction for enforcement of a foreign judgment. The
plaintiffs subsequently refiled those five enforcement actions
in the civil court in Guayaquil, Ecuador. Two of these
subsequently filed enforcement actions have been dismissed by
the 3rd Civil Court $15.7 million
(May 25, 2004) and the 12th Civil
Court $56.5 million (June 14,
2004) in Guayaquil; plaintiffs have sought
reconsideration of those dismissals. The remaining three
enforcement actions are still pending.
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.
35
European Union Antitrust Inquiry and
U.S. Class Action Lawsuits: The European
Commission (EC) is investigating alleged violations
of European Union competition (antitrust) laws by banana
and pineapple importers and distributors operating within the
European Economic Area (EEA). On June 2 and 3,
2005, the EC conducted a search of certain of the Companys
offices in Europe. During this same period, the EC also
conducted similar unannounced searches of other companies
offices located in the European Union. The ECs
investigation is in a preliminary stage, and the Company is
cooperating with the authorities. Although no assurances can be
given concerning the course or outcome of that EC investigation,
the Company believes that it has not violated the European Union
competition laws.
Following the public announcement of the EC searches, a number
of class action suits were filed against the Company and three
competitors in the U.S. District Court for the Southern
District of Florida. The suits were filed on behalf of entities
that directly or indirectly purchased bananas from the
defendants, and allege that the defendants conspired to
artificially raise or maintain prices and control or restrict
output of bananas. No specific information concerning the
allegations is contained in the complaints. The Company believes
these lawsuits are without merit.
Honduran Tax Case: In 2005, the Company received a tax
assessment from Honduras of approximately $137 million
relating to the disposition of all of the Companys
interest in Cervecería Hondureña, S.A in 2001. The
Company believes the assessment is without merit and filed an
appeal with the Honduran tax authorities, which was denied. As a
result of the denial in the administrative process, on
August 5, 2005, the Company proceeded to the next stage of
the appellate process by initiating judicial proceedings,
technically a lawsuit against the Honduran government, in the
Honduran Administrative Tax Trial Court, in order to negate the
tax assessment.
|
|
Item 6. |
Exhibits and Reports on Form 8-K |
|
|
|
|
|
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. |
No reports on Form 8-K were filed during the quarter ended
October 8, 2005.
36
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.
November 22, 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) |
37
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. |
38