e10vq
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 June 18, 2005 |
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or |
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period
from to |
Commission File Number 1-4455
Dole Food Company, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization) |
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99-0035300
(I.R.S. Employer
Identification No.) |
One Dole Drive
Westlake Village, California 91362
(Address of principal executive offices and zip code) |
Registrants telephone number, including area code:
(818) 879-6600
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange
Act). Yes o No þ
Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest
practicable date.
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Class
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Shares Outstanding at July 28, 2005 |
Common Stock, $0.001 Par Value
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1,000 |
DOLE FOOD COMPANY, INC.
INDEX
2
PART I.
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DOLE FOOD COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands)
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Quarter Ended | |
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June 18, | |
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June 19, | |
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2005 | |
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2004 | |
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Revenues, net
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$ |
1,526,351 |
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$ |
1,315,959 |
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Cost of products sold
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1,302,841 |
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1,098,875 |
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Gross margin
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223,510 |
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217,084 |
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Selling, marketing and general and administrative expenses
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107,382 |
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99,376 |
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Operating income
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116,128 |
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117,708 |
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Other income (expense), net
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(42,683 |
) |
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(1,071 |
) |
Interest income
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970 |
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874 |
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Interest expense
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32,398 |
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34,653 |
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Income before income taxes
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42,017 |
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82,858 |
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Income taxes
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9,689 |
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14,915 |
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Net income
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$ |
32,328 |
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$ |
67,943 |
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See Accompanying Notes to Condensed Consolidated Financial
Statements
3
DOLE FOOD COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands)
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Half Year Ended | |
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June 18, | |
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June 19, | |
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2005 | |
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2004 | |
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Revenues, net
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$ |
2,968,484 |
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$ |
2,570,543 |
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Cost of products sold
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2,526,312 |
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2,150,553 |
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Gross margin
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442,172 |
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419,990 |
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Selling, marketing and general and administrative expenses
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222,200 |
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194,794 |
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Operating income
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219,972 |
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225,196 |
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Other income (expense), net
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(40,968 |
) |
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(733 |
) |
Interest income
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2,045 |
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1,796 |
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Interest expense
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68,457 |
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69,394 |
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Income before income taxes
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112,592 |
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156,865 |
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Income tax expense
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63,110 |
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28,088 |
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Net income
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$ |
49,482 |
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$ |
128,777 |
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See Accompanying Notes to Condensed Consolidated Financial
Statements
4
DOLE FOOD COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share data)
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June 18, | |
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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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$ |
68,576 |
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$ |
79,217 |
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Receivables, net of allowances of $66,911 and $65,533
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743,462 |
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617,952 |
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Inventories
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529,915 |
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508,891 |
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Prepaid expenses
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58,726 |
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63,742 |
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Deferred income tax assets
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43,551 |
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43,551 |
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Total current assets
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1,444,230 |
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1,313,353 |
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Investments
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93,995 |
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94,481 |
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Property, plant and equipment, net of accumulated depreciation
of $646,383 and $586,800
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1,487,820 |
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1,516,355 |
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Goodwill and intangible assets, net
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1,272,774 |
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1,275,356 |
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Other assets, net
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131,675 |
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132,072 |
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Total assets
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$ |
4,430,494 |
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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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$ |
866,403 |
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$ |
847,982 |
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Dividend payable to parent
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61,700 |
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Current portion of long-term debt
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29,151 |
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31,278 |
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Notes payable
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875 |
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624 |
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Total current liabilities
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958,129 |
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879,884 |
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Long-term debt
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1,902,330 |
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1,837,020 |
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Deferred income tax liabilities
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394,828 |
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396,622 |
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Other long-term liabilities
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519,256 |
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519,994 |
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Minority interests
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19,818 |
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20,224 |
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Contingencies (Note 9)
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Shareholders equity:
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Common stock $0.001 par value;
1,000 shares authorized, issued and outstanding
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Additional paid-in capital
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440,032 |
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440,032 |
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Retained earnings
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201,627 |
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226,145 |
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Accumulated other comprehensive (loss) income
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(5,526 |
) |
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11,696 |
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Total shareholders equity
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636,133 |
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677,873 |
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Total liabilities and shareholders equity
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$ |
4,430,494 |
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$ |
4,331,617 |
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See Accompanying Notes to Condensed Consolidated Financial
Statements
5
DOLE FOOD COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
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Half Year Ended | |
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June 18, | |
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June 19, | |
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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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$ |
49,482 |
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$ |
128,777 |
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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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67,779 |
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63,674 |
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Unrealized foreign currency (gain) loss
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(3,648 |
) |
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2,542 |
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Asset write-offs and net gain on sale of assets
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(3,041 |
) |
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(2,724 |
) |
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Minority interest and equity earnings, net
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(2,447 |
) |
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(444 |
) |
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Provision for deferred income taxes
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(750 |
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13,650 |
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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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1,482 |
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Amortization of debt issuance costs
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3,289 |
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4,204 |
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Other
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2,646 |
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1,149 |
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Changes in operating assets and liabilities:
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Receivables
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(154,887 |
) |
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(110,344 |
) |
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Inventories
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(24,703 |
) |
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(4,138 |
) |
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Prepaid expenses and other assets
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|
(7,682 |
) |
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(7,286 |
) |
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Accounts payable and accrued liabilities
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100,716 |
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30,357 |
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Other long-term liabilities
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|
3,163 |
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2,981 |
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Cash flow provided by operating activities
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|
73,686 |
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|
123,880 |
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Investing activities
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Proceeds from sales of assets
|
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|
7,006 |
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|
3,988 |
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Investments and acquisitions
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(51,010 |
) |
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(167,033 |
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Capital additions
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(44,478 |
) |
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|
(28,021 |
) |
Repurchase of common stock in the going-private merger
transaction
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(349 |
) |
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(1,300 |
) |
Transaction costs paid in the going-private merger transaction
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(325 |
) |
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Cash flow used in investing activities
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(88,831 |
) |
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(192,691 |
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Financing activities
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Short-term debt borrowings
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|
6,971 |
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|
12,225 |
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Short-term debt repayments
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(21,621 |
) |
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(12,400 |
) |
Long-term debt borrowings, net of debt issuance costs
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1,190,649 |
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489,530 |
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Long-term debt repayments
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(1,155,052 |
) |
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(372,777 |
) |
Dividends paid to minority shareholders
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(2,382 |
) |
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(918 |
) |
Dividends paid
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(12,300 |
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(10,000 |
) |
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Cash flow provided by financing activities
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|
6,265 |
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105,660 |
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Effect of foreign exchange rate changes on cash and cash
equivalents
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(1,761 |
) |
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(2,366 |
) |
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Increase (decrease) in cash and cash equivalents
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(10,641 |
) |
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|
34,483 |
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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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$ |
68,576 |
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$ |
67,965 |
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See Accompanying Notes to Condensed Consolidated Financial
Statements
6
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In the opinion of management, the accompanying unaudited
condensed consolidated financial statements of Dole Food
Company, Inc. and its consolidated subsidiaries
(Dole or the Company) include all
adjustments necessary, which are of a normal recurring nature,
to present fairly the Companys financial position as of
June 18, 2005 and January 1, 2005; its results of
operations for the quarters and half years ended June 18,
2005 and June 19, 2004; and its cash flows for the half
years ended June 18, 2005 and June 19, 2004. The
Company operates under a 52/53-week year. The quarters ended
June 18, 2005 and June 19, 2004 are twelve weeks in
duration. For a summary of significant accounting policies and
additional information relating to the Companys financial
statements, refer to the Notes to Consolidated Financial
Statements in Item 8 of the Companys Annual Report on
Form 10-K (Form 10-K) for the year ended
January 1, 2005.
Interim results are subject to seasonal variations and are not
necessarily indicative of the results of operations for a full
year. The Companys operations are sensitive to a number of
factors including weather-related phenomena and their effects on
industry volumes, prices, product quality and costs. Operations
are also sensitive to fluctuations in currency exchange rates in
both sourcing and selling locations as well as economic crises
and security risks in developing countries.
Certain prior year amounts have been reclassified to conform
with the 2005 presentation.
During October 2004, the American Jobs Creation Act of 2004
(AJCA) was signed into law, adding Section 965
to the Internal Revenue Code. Section 965 provides a
special one-time deduction of 85% of certain foreign earnings
that are repatriated under a domestic reinvestment plan, as
defined therein. The effective federal tax rate on any qualified
foreign earnings repatriated under Section 965 equals
5.25%. Taxpayers may elect to apply this provision to a
qualified earnings repatriation made during calendar year 2005.
During the second fiscal quarter of 2005, the Company
repatriated $570 million of earnings from its foreign
subsidiaries, of which approximately $483 million qualifies
for the 85% dividends received deduction under Section 965.
An estimated tax provision of approximately $39.1 million
for the repatriation of certain foreign earnings has been
recorded as income tax expense for the half year ended
June 18, 2005.
In addition to the income tax on repatriation of
$39.1 million, income tax expense for the half year ended
June 18, 2005, of $63.1 million, includes
$24 million of income tax expense, which reflects the
Companys expected effective income tax rate of
approximately 21% for the full fiscal year ending
December 31, 2005. The income tax expense of approximately
$28.1 million for the half year ended June 19, 2004
reflects the Companys then expected effective income tax
rate for the full year ended January 1, 2005, of
approximately 18%.
For the periods presented, the Companys effective income
tax rate differs from the U.S. federal statutory rate
primarily due to earnings from operations being taxed in foreign
jurisdictions at a net effective rate lower than the
U.S. rate. Other than the taxes provided on the
$570 million of repatriated foreign earnings, no
U.S. taxes have been provided on these earnings because
such earnings are intended to be indefinitely invested outside
the U.S.
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 in the current fiscal year. In
7
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
results of operation.
Specifically, the Company has received a tax assessment in
Honduras in the amount of approximately $137 million
relating to the disposition of all of the Companys
interest in Cervecería Hondureña, S.A in 2001. The
Company is challenging the assessment and believes it is without
merit. No reserve has been provided for this matter.
The major classes of inventories were as follows (in thousands):
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|
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|
|
|
|
|
|
June 18, | |
|
January 1, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Finished products
|
|
$ |
260,346 |
|
|
$ |
232,193 |
|
Raw materials and work in progress
|
|
|
130,002 |
|
|
|
119,645 |
|
Crop-growing costs
|
|
|
91,296 |
|
|
|
116,295 |
|
Operating supplies and other
|
|
|
48,271 |
|
|
|
40,758 |
|
|
|
|
|
|
|
|
|
|
$ |
529,915 |
|
|
$ |
508,891 |
|
|
|
|
|
|
|
|
|
|
4. |
GOODWILL AND INTANGIBLE ASSETS |
Goodwill has been allocated to the Companys reporting
segments as follows (in thousands):
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Fresh | |
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Fresh | |
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Packaged | |
|
Fresh-cut |
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|
Fruit | |
|
Vegetables | |
|
Foods | |
|
Flowers |
|
Other |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
|
|
|
| |
Balance as of January 1, 2005
|
|
$ |
375,676 |
|
|
$ |
97,663 |
|
|
$ |
63,526 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
536,865 |
|
Additions
|
|
|
|
|
|
|
|
|
|
|
2,527 |
|
|
|
|
|
|
|
|
|
|
|
2,527 |
|
Other
|
|
|
390 |
|
|
|
(54 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 18, 2005
|
|
$ |
376,066 |
|
|
$ |
97,609 |
|
|
$ |
66,053 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
539,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The additions to goodwill during the half year ended
June 18, 2005 relate primarily to a purchase price
adjustment associated with the 2004 acquisition of Wood
Holdings, Inc. (renamed Dole Packaged Frozen Foods), 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.
8
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
Details of the Companys intangible assets were as follows
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
June 18, | |
|
January 1, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
$ |
38,501 |
|
|
$ |
38,501 |
|
|
Licenses
|
|
|
20,688 |
|
|
|
20,688 |
|
|
Other amortized intangible assets
|
|
|
8,989 |
|
|
|
9,132 |
|
|
|
|
|
|
|
|
|
|
|
68,178 |
|
|
|
68,321 |
|
Accumulated amortization customer relationships
|
|
|
(7,239 |
) |
|
|
(5,542 |
) |
Accumulated amortization licenses
|
|
|
(16,666 |
) |
|
|
(13,218 |
) |
Other accumulated amortization
|
|
|
(5,745 |
) |
|
|
(5,588 |
) |
|
|
|
|
|
|
|
Accumulated amortization intangible assets
|
|
|
(29,650 |
) |
|
|
(24,348 |
) |
|
|
|
|
|
|
|
Intangible assets, net
|
|
|
38,528 |
|
|
|
43,973 |
|
Unamortized intangible assets:
|
|
|
|
|
|
|
|
|
|
Trademark, trade names and other related intangibles
|
|
|
694,518 |
|
|
|
694,518 |
|
|
|
|
|
|
|
|
Total intangible assets, net
|
|
$ |
733,046 |
|
|
$ |
738,491 |
|
|
|
|
|
|
|
|
Amortization expense of intangible assets totaled
$2.7 million, $5.5 million, $2.5 million and
$5.3 million for the quarters and half years ended
June 18, 2005 and June 19, 2004, respectively. As of
June 18, 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
|
|
$ |
6,379 |
|
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.
9
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
Long-term debt consisted of the following amounts (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
June 18, | |
|
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:
|
|
|
|
|
|
|
|
|
|
Term loan facilities
|
|
|
737,657 |
|
|
|
341,619 |
|
|
Contracts and notes due 2005 2010, at a
weighted-average interest rate of 6.70% (7.84% in 2004)
|
|
|
2,408 |
|
|
|
2,801 |
|
Capital lease obligations
|
|
|
87,787 |
|
|
|
95,539 |
|
Unamortized debt discount
|
|
|
(1,371 |
) |
|
|
(1,661 |
) |
|
|
|
|
|
|
|
|
|
|
1,931,481 |
|
|
|
1,868,298 |
|
Current maturities
|
|
|
(29,151 |
) |
|
|
(31,278 |
) |
|
|
|
|
|
|
|
|
|
$ |
1,902,330 |
|
|
$ |
1,837,020 |
|
|
|
|
|
|
|
|
The Company amortized deferred debt issuance costs of
$1.4 million, $3.3 million, $2.1 million and
$4.2 million during the quarters and half years ended
June 18, 2005 and June 19, 2004, respectively. The
weighted-average interest rate on the term loan facilities at
June 18, 2005 was approximately 3.67%. At June 18,
2005, the Company had no outstanding borrowings under the
$300 million revolving credit portion of the senior secured
credit facilities, and after taking into account approximately
$89.2 million of outstanding letters of credit and bank
guarantees issued against these facilities, had approximately
$210.8 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 June 18, 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.
10
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 statements of operations for both the quarter and
half year ended June 18, 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
June 18, 2005 was immaterial to the financial statements.
Comprehensive Income
The components of comprehensive income were as follows in each
period (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended | |
|
|
| |
|
|
June 18, | |
|
June 19, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Net income
|
|
$ |
32,328 |
|
|
$ |
67,943 |
|
Unrealized foreign currency translation
|
|
|
(11,813 |
) |
|
|
(1,334 |
) |
Reclassification of realized cash flow hedging
(gains) losses to net income
|
|
|
(532 |
) |
|
|
2,821 |
|
Unrealized net gain on cash flow hedging instruments
|
|
|
3,521 |
|
|
|
4,182 |
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$ |
23,504 |
|
|
$ |
73,612 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Half Year Ended | |
|
|
| |
|
|
June 18, | |
|
June 19, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Net income
|
|
$ |
49,482 |
|
|
$ |
128,777 |
|
Unrealized foreign currency translation
|
|
|
(19,459 |
) |
|
|
(7,844 |
) |
Reclassification of realized cash flow hedging
(gains) losses to net income
|
|
|
(638 |
) |
|
|
6,605 |
|
Unrealized net gain on cash flow hedging instruments
|
|
|
2,875 |
|
|
|
4,937 |
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$ |
32,260 |
|
|
$ |
132,475 |
|
|
|
|
|
|
|
|
Dividends
During the quarter and half year ended June 18, 2005, the
Company declared dividends of $74 million to its parent
company, Dole Holding Company, LLC, of which $12.3 million
was paid. As planned, the dividends are a return of the capital
contribution made to the Company by Dole Holding Company, LLC,
in 2004. The remaining balance of $61.7 million is expected
to be paid in the third quarter of 2005.
11
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
During the half year ended June 19, 2004, the Company
declared and paid dividends of $10 million to Dole Holding
Company, LLC. No dividends were declared in the quarter ended
June 19, 2004.
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 | |
|
|
| |
|
| |
|
|
June 18, | |
|
June 19, | |
|
June 18, | |
|
June 19, | |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$ |
1,172 |
|
|
$ |
1,531 |
|
|
$ |
32 |
|
|
$ |
21 |
|
|
Interest cost
|
|
|
5,242 |
|
|
|
4,746 |
|
|
|
758 |
|
|
|
1,096 |
|
|
Expected return on plan assets
|
|
|
(4,248 |
) |
|
|
(4,032 |
) |
|
|
|
|
|
|
|
|
|
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized net loss
|
|
|
240 |
|
|
|
60 |
|
|
|
5 |
|
|
|
6 |
|
|
|
Unrecognized prior service cost (benefit)
|
|
|
15 |
|
|
|
15 |
|
|
|
(320 |
) |
|
|
(52 |
) |
|
|
Unrecognized net transition obligation
|
|
|
11 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,432 |
|
|
$ |
2,330 |
|
|
$ |
475 |
|
|
$ |
1,071 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans | |
|
OPRB Plans | |
|
|
| |
|
| |
|
|
Half Year Ended | |
|
Half Year Ended | |
|
|
| |
|
| |
|
|
June 18, | |
|
June 19, | |
|
June 18, | |
|
June 19, | |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$ |
2,500 |
|
|
$ |
3,148 |
|
|
$ |
51 |
|
|
$ |
44 |
|
|
Interest cost
|
|
|
10,617 |
|
|
|
10,196 |
|
|
|
1,927 |
|
|
|
2,380 |
|
|
Expected return on plan assets
|
|
|
(8,497 |
) |
|
|
(8,786 |
) |
|
|
|
|
|
|
|
|
|
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized net loss
|
|
|
473 |
|
|
|
118 |
|
|
|
10 |
|
|
|
12 |
|
|
|
Unrecognized prior service cost (benefit)
|
|
|
31 |
|
|
|
2 |
|
|
|
(345 |
) |
|
|
(109 |
) |
|
|
Unrecognized net transition obligation
|
|
|
23 |
|
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,147 |
|
|
$ |
4,697 |
|
|
$ |
1,643 |
|
|
$ |
2,327 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company made $3 million and $6 million in
voluntary pension contributions during the quarter and half year
ended June 18, 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 are voluntary and can change
depending on the Companys operating performance or at
managements discretion.
12
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
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.
Revenues from external customers and EBIT for the reportable
operating segments and corporate and other were as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended | |
|
|
| |
|
|
June 18, | |
|
June 19, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Revenues from external customers:
|
|
|
|
|
|
|
|
|
|
Fresh fruit
|
|
$ |
984,077 |
|
|
$ |
910,174 |
|
|
Fresh vegetables
|
|
|
290,223 |
|
|
|
212,518 |
|
|
Packaged foods
|
|
|
195,363 |
|
|
|
139,221 |
|
|
Fresh-cut flowers
|
|
|
44,360 |
|
|
|
45,985 |
|
|
Other operating segments
|
|
|
12,328 |
|
|
|
8,061 |
|
|
|
|
|
|
|
|
|
|
$ |
1,526,351 |
|
|
$ |
1,315,959 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended | |
|
|
| |
|
|
June 18, | |
|
June 19, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
EBIT:
|
|
|
|
|
|
|
|
|
|
Fresh fruit
|
|
$ |
94,957 |
|
|
$ |
93,260 |
|
|
Fresh vegetables
|
|
|
10,670 |
|
|
|
17,837 |
|
|
Packaged foods
|
|
|
20,792 |
|
|
|
17,268 |
|
|
Fresh-cut flowers
|
|
|
(666 |
) |
|
|
4,590 |
|
|
Other operating segments
|
|
|
438 |
|
|
|
304 |
|
|
|
|
|
|
|
|
|
Total operating segments
|
|
|
126,191 |
|
|
|
133,259 |
|
|
Corporate and other
|
|
|
(51,776 |
) |
|
|
(15,748 |
) |
Interest expense
|
|
|
32,398 |
|
|
|
34,653 |
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$ |
42,017 |
|
|
$ |
82,858 |
|
|
|
|
|
|
|
|
13
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Half Year Ended | |
|
|
| |
|
|
June 18, | |
|
June 19, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
(in thousands)
|
|
|
|
|
|
|
|
|
Revenues from external customers:
|
|
|
|
|
|
|
|
|
|
Fresh fruit
|
|
$ |
1,923,604 |
|
|
$ |
1,783,496 |
|
|
Fresh vegetables
|
|
|
543,829 |
|
|
|
412,601 |
|
|
Packaged foods
|
|
|
385,653 |
|
|
|
266,794 |
|
|
Fresh-cut flowers
|
|
|
97,079 |
|
|
|
95,544 |
|
|
Other operating segments
|
|
|
18,319 |
|
|
|
12,108 |
|
|
|
|
|
|
|
|
|
|
$ |
2,968,484 |
|
|
$ |
2,570,543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Half Year Ended | |
|
|
| |
|
|
June 18, | |
|
June 19, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
(in thousands)
|
|
|
|
|
|
|
|
|
EBIT:
|
|
|
|
|
|
|
|
|
|
Fresh fruit
|
|
$ |
171,466 |
|
|
$ |
174,627 |
|
|
Fresh vegetables
|
|
|
29,874 |
|
|
|
40,443 |
|
|
Packaged foods
|
|
|
38,719 |
|
|
|
30,312 |
|
|
Fresh-cut flowers
|
|
|
3,892 |
|
|
|
9,248 |
|
|
Other operating segments
|
|
|
513 |
|
|
|
189 |
|
|
|
|
|
|
|
|
|
Total operating segments
|
|
|
244,464 |
|
|
|
254,819 |
|
|
Corporate and other
|
|
|
(63,415 |
) |
|
|
(28,560 |
) |
Interest expense
|
|
|
68,457 |
|
|
|
69,394 |
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$ |
112,592 |
|
|
$ |
156,865 |
|
|
|
|
|
|
|
|
Total assets for the reportable operating segments and corporate
and other were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 18, | |
|
January 1, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Fresh fruit
|
|
$ |
2,332,796 |
|
|
$ |
2,285,924 |
|
Fresh vegetables
|
|
|
445,128 |
|
|
|
428,851 |
|
Packaged foods
|
|
|
596,637 |
|
|
|
563,306 |
|
Fresh-cut flowers
|
|
|
150,261 |
|
|
|
144,137 |
|
Other operating segments
|
|
|
15,217 |
|
|
|
11,886 |
|
|
|
|
|
|
|
|
Total operating segments
|
|
|
3,540,039 |
|
|
|
3,434,104 |
|
Corporate and other
|
|
|
890,455 |
|
|
|
897,513 |
|
|
|
|
|
|
|
|
|
|
$ |
4,430,494 |
|
|
$ |
4,331,617 |
|
|
|
|
|
|
|
|
The Company is a guarantor of indebtedness of some of its key
fruit suppliers and other entities integral to its operations.
At June 18, 2005, these guarantees of $3.8 million
consisted primarily of amounts advanced under third party bank
agreements to independent growers that supply the Company with
product, and other
14
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
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 June 18, 2005 total letters of credit and
bonds outstanding were $110.9 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 $139.9 million of its
subsidiaries obligations to their suppliers and other
third parties as of June 18, 2005.
The Company has change of control agreements with certain key
executives, under which severance payments and benefits would
become payable in the event of specified terminations of
employment following a change of control (as defined) of the
Company.
The Company is involved from time to time in claims and legal
actions incidental to its operations, both as plaintiff and
defendant. The Company has established what management currently
believes to be adequate reserves for pending legal matters.
These reserves are established as part of an ongoing worldwide
assessment of claims and legal actions that takes into
consideration such items as changes in the pending case load
(including resolved and new matters), opinions of legal counsel,
individual developments in court proceedings, changes in the
law, changes in business focus, changes in the litigation
environment, changes in opponent strategy and tactics, new
developments as a result of ongoing discovery, and past
experience in defending and settling similar claims. In the
opinion of management, after consultation with outside counsel,
the claims or actions to which the Company is a party are not
expected to have a material adverse effect, individually or in
the aggregate, on the Companys financial condition or
results of operations.
A significant portion of the Companys legal exposure
relates to lawsuits pending in the United States and in several
foreign countries, alleging injury as a result of exposure to
the agricultural chemical DBCP (1,2-dibromo-3-chloropropane).
DBCP was manufactured by several chemical companies including
Dow and Shell and registered by the U.S. government for use
on food crops. The Company and other growers applied DBCP on
banana farms in Latin America and the Philippines and on
pineapple farms in Hawaii. Specific periods of use varied among
the different locations. The Company halted all purchases of
DBCP, including for use in foreign countries, when the
U.S. EPA cancelled the registration of DBCP for use in the
United States in 1979. That cancellation was based in part on a
1977 study by a manufacturer which indicated an apparent link
between male sterility and exposure to DBCP among factory
workers producing the product, as well as early product testing
done by the manufacturers showing testicular effects on animals
exposed to DBCP. To date, there is no reliable evidence
demonstrating that field application of DBCP led to sterility
among farm workers, although that claim is made in the pending
lawsuits. Nor is there any reliable scientific evidence that
DBCP causes any other injuries in humans, although plaintiffs in
the various actions assert claims based on cancer, birth defects
and other general illnesses.
Currently there are 571 lawsuits, in various stages of
proceedings, alleging injury as a result of exposure to DBCP or
seeking enforcement of Nicaraguan judgments. Sixteen of these
lawsuits are currently pending in various jurisdictions in the
United States, including the three previously reported new cases
pending in Los Angeles superior and federal district courts
with 2,669 total Honduran, Panamanian and Guatemalan plaintiffs
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
15
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
Philippines, including 429 labor cases pending in Costa
Rica under that countrys national insurance program.
Claimed damages in DBCP cases worldwide total approximately
$19.9 billion, with the lawsuits in Nicaragua representing
approximately 75% of this amount. In almost all of the non-labor
cases, the Company is a joint defendant with the major DBCP
manufacturers and, typically, other banana growers. Except as
described below, none of these lawsuits has resulted in a
verdict or judgment against the Company.
In Nicaragua, 106 cases have been filed, with the majority of
the lawsuits brought pursuant to Law 364, an October 2000
Nicaraguan statute that contains substantive and procedural
provisions that Nicaraguas Attorney General formally
opined are unconstitutional. In October 2003, the Supreme Court
of Nicaragua issued an advisory opinion, not connected with any
litigation, that Law 364 is constitutional.
Fifteen cases filed in 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; and $27.7 million (one case with approximately 39
claimants) on March 17, 2005. In addition, active cases are
currently pending in civil courts in Managua (11), Chinendega
(8) and Puerto Cabezas (2). In one case pending before the
District Civil Court in Chinendega, the period of proof has
closed and the parties are awaiting a ruling by the court. In
all of those cases but one in Chinendega which has been ordered
to mediation and three recently served cases in Managua, the
Company has sought to have the cases returned to the United
States pursuant to Law 364. Notwithstanding, the Chinendega
court denied the Companys request in seven of the cases
pending there; the Managua court denied the Companys
request with respect to 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 seven of the cases in Managua are still pending. The Company
has appealed the two decisions of the court in Puerto Cabezas
and the decision of the court in Managua and will appeal the
seven decisions of the court in Chinendega once the Company has
been served with those decisions.
The claimants attempted enforcement of the
December 11, 2002 judgment for $489.4 million in the
United States resulted in a dismissal with prejudice of that
action by the United States District Court for the Central
District of California on October 20, 2003. The claimants
have 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. In Venezuela, the
claimants are attempting to enforce the Nicaraguan judgment for
$489.4 million issued December 11, 2002 in that
countrys Supreme Court. Claimants have also recently filed
an action to enforce a Nicaraguan judgment in the Colombian
Supreme Court. In Ecuador, the claimants attempted to enforce
the five Nicaraguan judgments issued between December 11,
2002 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. One of these
subsequently filed enforcement actions was dismissed by the
3rd Civil Court in Guayaquil; plaintiffs have sought
reconsideration of that dismissal. The remaining four
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
16
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
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: 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, 2005, EC
conducted a search of certain of Doles 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 only 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, Dole believes that
it has not violated the European Union competition laws.
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.
|
|
11. |
GUARANTOR FINANCIAL INFORMATION |
In connection with the issuance of the 2011 Notes in March 2003
and the 2010 Notes in May 2003, the Company and all of its
wholly-owned domestic subsidiaries (Guarantors) have
fully and unconditionally guaranteed, on a joint and several
basis, the Companys obligations under the related
indentures (the Guarantees). Each Guarantee is
subordinated in right of payment to the Guarantors
existing and future senior debt, including obligations under the
senior secured credit facility, and will rank pari passu with
all senior subordinated indebtedness of the applicable
Guarantor. All Guarantors are 100% owned by the Company.
The accompanying guarantor condensed consolidating financial
information is presented on the equity method of accounting for
all periods presented. Under this method, investments in
subsidiaries are recorded at cost and adjusted for the
Companys share in the subsidiaries cumulative
results of operations, capital contributions and distributions
and other changes in equity. Elimination entries relate
primarily to the elimination of investments in subsidiaries and
associated intercompany balances and transactions.
The following are condensed consolidating statements of
operations of the Company for the quarters and half years ended
June 18, 2005 and June 19, 2004; condensed
consolidating balance sheets as of June 18, 2005 and
January 1, 2005; and condensed consolidating statements of
cash flows for the half years ended June 18, 2005 and
June 19, 2004.
17
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Quarter Ended June 18, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dole Food | |
|
|
|
|
|
|
|
|
|
|
Company, Inc. | |
|
Guarantors | |
|
Non Guarantors | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues, net
|
|
$ |
125,896 |
|
|
$ |
597,623 |
|
|
$ |
1,081,659 |
|
|
$ |
(278,827 |
) |
|
$ |
1,526,351 |
|
Cost of products sold
|
|
|
93,115 |
|
|
|
553,633 |
|
|
|
930,609 |
|
|
|
(274,516 |
) |
|
|
1,302,841 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
32,781 |
|
|
|
43,990 |
|
|
|
151,050 |
|
|
|
(4,311 |
) |
|
|
223,510 |
|
Selling, marketing and general and administrative expenses
|
|
|
28,037 |
|
|
|
31,331 |
|
|
|
52,325 |
|
|
|
(4,311 |
) |
|
|
107,382 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
4,744 |
|
|
|
12,659 |
|
|
|
98,725 |
|
|
|
|
|
|
|
116,128 |
|
Equity in subsidiary income
|
|
|
97,586 |
|
|
|
87,213 |
|
|
|
|
|
|
|
(184,799 |
) |
|
|
|
|
Other income (expense), net
|
|
|
(43,993 |
) |
|
|
(117 |
) |
|
|
1,427 |
|
|
|
|
|
|
|
(42,683 |
) |
Interest income
|
|
|
119 |
|
|
|
17 |
|
|
|
834 |
|
|
|
|
|
|
|
970 |
|
Interest expense
|
|
|
25,112 |
|
|
|
70 |
|
|
|
7,216 |
|
|
|
|
|
|
|
32,398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
33,344 |
|
|
|
99,702 |
|
|
|
93,770 |
|
|
|
(184,799 |
) |
|
|
42,017 |
|
Income taxes
|
|
|
1,016 |
|
|
|
2,411 |
|
|
|
6,262 |
|
|
|
|
|
|
|
9,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
32,328 |
|
|
$ |
97,291 |
|
|
$ |
87,508 |
|
|
$ |
(184,799 |
) |
|
$ |
32,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarter Ended June 19, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dole Food | |
|
|
|
|
|
|
|
|
|
|
Company, Inc. | |
|
Guarantors | |
|
Non Guarantors | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues, net
|
|
$ |
108,080 |
|
|
$ |
471,907 |
|
|
$ |
1,008,477 |
|
|
$ |
(272,505 |
) |
|
$ |
1,315,959 |
|
Cost of products sold
|
|
|
80,971 |
|
|
|
417,358 |
|
|
|
873,051 |
|
|
|
(272,505 |
) |
|
|
1,098,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
27,109 |
|
|
|
54,549 |
|
|
|
135,426 |
|
|
|
|
|
|
|
217,084 |
|
Selling, marketing and general and administrative expenses
|
|
|
26,987 |
|
|
|
23,784 |
|
|
|
48,605 |
|
|
|
|
|
|
|
99,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
122 |
|
|
|
30,765 |
|
|
|
86,821 |
|
|
|
|
|
|
|
117,708 |
|
Equity in subsidiary income
|
|
|
101,238 |
|
|
|
80,811 |
|
|
|
|
|
|
|
(182,049 |
) |
|
|
|
|
Other income (expense), net
|
|
|
(243 |
) |
|
|
(163 |
) |
|
|
(665 |
) |
|
|
|
|
|
|
(1,071 |
) |
Interest income
|
|
|
9 |
|
|
|
56 |
|
|
|
809 |
|
|
|
|
|
|
|
874 |
|
Interest expense
|
|
|
29,998 |
|
|
|
66 |
|
|
|
4,589 |
|
|
|
|
|
|
|
34,653 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
71,128 |
|
|
|
111,403 |
|
|
|
82,376 |
|
|
|
(182,049 |
) |
|
|
82,858 |
|
Income taxes
|
|
|
3,185 |
|
|
|
10,322 |
|
|
|
1,408 |
|
|
|
|
|
|
|
14,915 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
67,943 |
|
|
$ |
101,081 |
|
|
$ |
80,968 |
|
|
$ |
(182,049 |
) |
|
$ |
67,943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Half Year Ended June 18, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dole Food | |
|
|
|
|
|
|
|
|
|
|
Company, Inc. | |
|
Guarantors | |
|
Non Guarantors | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues, net
|
|
$ |
253,155 |
|
|
$ |
1,181,056 |
|
|
$ |
2,118,658 |
|
|
$ |
(584,385 |
) |
|
$ |
2,968,484 |
|
Cost of products sold
|
|
|
188,610 |
|
|
|
1,073,270 |
|
|
|
1,842,050 |
|
|
|
(577,618 |
) |
|
|
2,526,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
64,545 |
|
|
|
107,786 |
|
|
|
276,608 |
|
|
|
(6,767 |
) |
|
|
442,172 |
|
Selling, marketing and general and administrative expenses
|
|
|
60,324 |
|
|
|
59,255 |
|
|
|
109,388 |
|
|
|
(6,767 |
) |
|
|
222,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
4,221 |
|
|
|
48,531 |
|
|
|
167,220 |
|
|
|
|
|
|
|
219,972 |
|
Equity in subsidiary income
|
|
|
183,943 |
|
|
|
152,248 |
|
|
|
|
|
|
|
(336,191 |
) |
|
|
|
|
Other income (expense), net
|
|
|
(44,288 |
) |
|
|
85 |
|
|
|
3,235 |
|
|
|
|
|
|
|
(40,968 |
) |
Interest income
|
|
|
145 |
|
|
|
75 |
|
|
|
1,825 |
|
|
|
|
|
|
|
2,045 |
|
Interest expense
|
|
|
57,057 |
|
|
|
112 |
|
|
|
11,288 |
|
|
|
|
|
|
|
68,457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
86,964 |
|
|
|
200,827 |
|
|
|
160,992 |
|
|
|
(336,191 |
) |
|
|
112,592 |
|
Income taxes
|
|
|
37,482 |
|
|
|
17,447 |
|
|
|
8,181 |
|
|
|
|
|
|
|
63,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
49,482 |
|
|
$ |
183,380 |
|
|
$ |
152,811 |
|
|
$ |
(336,191 |
) |
|
$ |
49,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Half Year Ended June 19, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dole Food | |
|
|
|
|
|
|
|
|
|
|
Company, Inc. | |
|
Guarantors | |
|
Non Guarantors | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues, net
|
|
$ |
215,695 |
|
|
$ |
951,615 |
|
|
$ |
1,952,383 |
|
|
$ |
(549,150 |
) |
|
$ |
2,570,543 |
|
Cost of products sold
|
|
|
163,417 |
|
|
|
838,072 |
|
|
|
1,698,214 |
|
|
|
(549,150 |
) |
|
|
2,150,553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
52,278 |
|
|
|
113,543 |
|
|
|
254,169 |
|
|
|
|
|
|
|
419,990 |
|
Selling, marketing and general and administrative expenses
|
|
|
53,599 |
|
|
|
46,011 |
|
|
|
95,184 |
|
|
|
|
|
|
|
194,794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(1,321 |
) |
|
|
67,532 |
|
|
|
158,985 |
|
|
|
|
|
|
|
225,196 |
|
Equity in subsidiary income
|
|
|
190,207 |
|
|
|
145,412 |
|
|
|
|
|
|
|
(335,619 |
) |
|
|
|
|
Other income (expense), net
|
|
|
(486 |
) |
|
|
(201 |
) |
|
|
(46 |
) |
|
|
|
|
|
|
(733 |
) |
Interest income
|
|
|
56 |
|
|
|
129 |
|
|
|
1,611 |
|
|
|
|
|
|
|
1,796 |
|
Interest expense
|
|
|
59,644 |
|
|
|
108 |
|
|
|
9,642 |
|
|
|
|
|
|
|
69,394 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
128,812 |
|
|
|
212,764 |
|
|
|
150,908 |
|
|
|
(335,619 |
) |
|
|
156,865 |
|
Income taxes
|
|
|
35 |
|
|
|
23,758 |
|
|
|
4,295 |
|
|
|
|
|
|
|
28,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
128,777 |
|
|
$ |
189,006 |
|
|
$ |
146,613 |
|
|
$ |
(335,619 |
) |
|
$ |
128,777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING BALANCE SHEET
As of June 18, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dole Food | |
|
|
|
|
|
|
|
|
|
|
Company, Inc. | |
|
Guarantors | |
|
Non Guarantors | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
19,200 |
|
|
$ |
(5,605 |
) |
|
$ |
54,981 |
|
|
$ |
|
|
|
$ |
68,576 |
|
|
Receivables, net of allowances
|
|
|
111,060 |
|
|
|
145,621 |
|
|
|
486,781 |
|
|
|
|
|
|
|
743,462 |
|
|
Inventories
|
|
|
80,760 |
|
|
|
140,212 |
|
|
|
308,943 |
|
|
|
|
|
|
|
529,915 |
|
|
Prepaid expenses
|
|
|
4,281 |
|
|
|
11,324 |
|
|
|
43,121 |
|
|
|
|
|
|
|
58,726 |
|
|
Deferred income tax assets
|
|
|
23,330 |
|
|
|
14,333 |
|
|
|
5,888 |
|
|
|
|
|
|
|
43,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
238,631 |
|
|
|
305,885 |
|
|
|
899,714 |
|
|
|
|
|
|
|
1,444,230 |
|
|
Investments
|
|
|
2,306,344 |
|
|
|
1,695,454 |
|
|
|
92,291 |
|
|
|
(4,000,094 |
) |
|
|
93,995 |
|
|
Property, plant and equipment, net
|
|
|
300,968 |
|
|
|
361,877 |
|
|
|
824,975 |
|
|
|
|
|
|
|
1,487,820 |
|
|
Goodwill and intangible assets, net
|
|
|
730,522 |
|
|
|
160,413 |
|
|
|
381,839 |
|
|
|
|
|
|
|
1,272,774 |
|
|
Other assets, net
|
|
|
36,683 |
|
|
|
8,721 |
|
|
|
86,271 |
|
|
|
|
|
|
|
131,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
3,613,148 |
|
|
$ |
2,532,350 |
|
|
$ |
2,285,090 |
|
|
$ |
(4,000,094 |
) |
|
$ |
4,430,494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$ |
79,919 |
|
|
$ |
329,348 |
|
|
$ |
457,136 |
|
|
$ |
|
|
|
$ |
866,403 |
|
|
Dividend payable to parent
|
|
|
61,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,700 |
|
|
Current portion of long-term debt
|
|
|
(300 |
) |
|
|
721 |
|
|
|
28,730 |
|
|
|
|
|
|
|
29,151 |
|
|
Notes payable
|
|
|
|
|
|
|
875 |
|
|
|
|
|
|
|
|
|
|
|
875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
141,319 |
|
|
|
330,944 |
|
|
|
485,866 |
|
|
|
|
|
|
|
958,129 |
|
|
Intercompany payables (receivables)
|
|
|
1,014,118 |
|
|
|
(178,974 |
) |
|
|
(835,144 |
) |
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
1,103,929 |
|
|
|
1,670 |
|
|
|
796,731 |
|
|
|
|
|
|
|
1,902,330 |
|
|
Deferred income tax liabilities
|
|
|
316,355 |
|
|
|
34,998 |
|
|
|
43,475 |
|
|
|
|
|
|
|
394,828 |
|
|
Other long-term liabilities
|
|
|
401,294 |
|
|
|
38,714 |
|
|
|
79,248 |
|
|
|
|
|
|
|
519,256 |
|
|
Minority interests
|
|
|
|
|
|
|
6,267 |
|
|
|
13,551 |
|
|
|
|
|
|
|
19,818 |
|
|
Total shareholders equity
|
|
|
636,133 |
|
|
|
2,298,731 |
|
|
|
1,701,363 |
|
|
|
(4,000,094 |
) |
|
|
636,133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$ |
3,613,148 |
|
|
$ |
2,532,350 |
|
|
$ |
2,285,090 |
|
|
$ |
(4,000,094 |
) |
|
$ |
4,430,494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 and intangible assets, net
|
|
|
731,832 |
|
|
|
158,328 |
|
|
|
385,196 |
|
|
|
|
|
|
|
1,275,356 |
|
|
Other assets, net
|
|
|
49,705 |
|
|
|
8,836 |
|
|
|
73,531 |
|
|
|
|
|
|
|
132,072 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
3,791,525 |
|
|
$ |
2,677,501 |
|
|
$ |
2,193,232 |
|
|
$ |
(4,330,641 |
) |
|
$ |
4,331,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$ |
119,405 |
|
|
$ |
285,815 |
|
|
$ |
442,762 |
|
|
$ |
|
|
|
$ |
847,982 |
|
|
Current portion of long-term debt
|
|
|
(335 |
) |
|
|
701 |
|
|
|
30,912 |
|
|
|
|
|
|
|
31,278 |
|
|
Notes payable
|
|
|
|
|
|
|
624 |
|
|
|
|
|
|
|
|
|
|
|
624 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
119,070 |
|
|
|
287,140 |
|
|
|
473,674 |
|
|
|
|
|
|
|
879,884 |
|
|
Intercompany payables (receivables)
|
|
|
682,783 |
|
|
|
(92,030 |
) |
|
|
(590,753 |
) |
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
1,598,674 |
|
|
|
1,565 |
|
|
|
236,781 |
|
|
|
|
|
|
|
1,837,020 |
|
|
Deferred income tax liabilities
|
|
|
314,121 |
|
|
|
35,848 |
|
|
|
46,653 |
|
|
|
|
|
|
|
396,622 |
|
|
Other long-term liabilities
|
|
|
399,004 |
|
|
|
38,581 |
|
|
|
82,409 |
|
|
|
|
|
|
|
519,994 |
|
|
Minority interests
|
|
|
|
|
|
|
7,600 |
|
|
|
12,624 |
|
|
|
|
|
|
|
20,224 |
|
|
Total shareholders equity
|
|
|
677,873 |
|
|
|
2,398,797 |
|
|
|
1,931,844 |
|
|
|
(4,330,641 |
) |
|
|
677,873 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$ |
3,791,525 |
|
|
$ |
2,677,501 |
|
|
$ |
2,193,232 |
|
|
$ |
(4,330,641 |
) |
|
$ |
4,331,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Half Year Ended June 18, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dole Food | |
|
|
|
|
|
|
|
|
|
|
Company, Inc. | |
|
Guarantors | |
|
Non Guarantors | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow provided by operating activities
|
|
$ |
550,925 |
|
|
$ |
587,892 |
|
|
$ |
71,582 |
|
|
$ |
(1,136,713 |
) |
|
$ |
73,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales of assets
|
|
|
1,651 |
|
|
|
80 |
|
|
|
5,275 |
|
|
|
|
|
|
|
7,006 |
|
|
Investments and acquisitions
|
|
|
|
|
|
|
|
|
|
|
(51,010 |
) |
|
|
|
|
|
|
(51,010 |
) |
|
Capital additions
|
|
|
(1,916 |
) |
|
|
(14,033 |
) |
|
|
(28,529 |
) |
|
|
|
|
|
|
(44,478 |
) |
|
Repurchase of common stock in the going-private merger
transaction
|
|
|
(349 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(349 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow used in investing activities
|
|
|
(614 |
) |
|
|
(13,953 |
) |
|
|
(74,264 |
) |
|
|
|
|
|
|
(88,831 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt borrowings
|
|
|
|
|
|
|
663 |
|
|
|
6,308 |
|
|
|
|
|
|
|
6,971 |
|
|
Short-term debt repayments
|
|
|
|
|
|
|
(15,313 |
) |
|
|
(6,308 |
) |
|
|
|
|
|
|
(21,621 |
) |
|
Long-term debt borrowings, net of debt issuance costs
|
|
|
287,400 |
|
|
|
434 |
|
|
|
902,815 |
|
|
|
|
|
|
|
1,190,649 |
|
|
Long-term debt repayments
|
|
|
(815,447 |
) |
|
|
(349 |
) |
|
|
(339,256 |
) |
|
|
|
|
|
|
(1,155,052 |
) |
|
Intercompany dividends
|
|
|
|
|
|
|
(566,713 |
) |
|
|
(570,000 |
) |
|
|
1,136,713 |
|
|
|
|
|
|
Dividends paid to minority shareholders
|
|
|
|
|
|
|
(1,545 |
) |
|
|
(837 |
) |
|
|
|
|
|
|
(2,382 |
) |
|
Dividends paid
|
|
|
(12,300 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,300 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow used in financing activities
|
|
|
(540,347 |
) |
|
|
(582,823 |
) |
|
|
(7,278 |
) |
|
|
1,136,713 |
|
|
|
6,265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rate changes on cash and cash
equivalents
|
|
|
|
|
|
|
|
|
|
|
(1,761 |
) |
|
|
|
|
|
|
(1,761 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
9,964 |
|
|
|
(8,884 |
) |
|
|
(11,721 |
) |
|
|
|
|
|
|
(10,641 |
) |
|
Cash and cash equivalents at beginning of period
|
|
|
9,236 |
|
|
|
3,279 |
|
|
|
66,702 |
|
|
|
|
|
|
|
79,217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
19,200 |
|
|
$ |
(5,605 |
) |
|
$ |
54,981 |
|
|
$ |
|
|
|
$ |
68,576 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
DOLE FOOD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Half Year Ended June 19, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dole Food | |
|
|
|
|
|
|
|
|
|
|
Company, Inc. | |
|
Guarantors | |
|
Non Guarantors | |
|
Eliminations |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
|
| |
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow provided by (used in) operating activities
|
|
$ |
(8,598 |
) |
|
$ |
14,420 |
|
|
$ |
118,058 |
|
|
$ |
|
|
|
$ |
123,880 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales of assets
|
|
|
913 |
|
|
|
200 |
|
|
|
2,875 |
|
|
|
|
|
|
|
3,988 |
|
|
Investments and acquisitions
|
|
|
(164,070 |
) |
|
|
(32 |
) |
|
|
(2,931 |
) |
|
|
|
|
|
|
(167,033 |
) |
|
Capital additions
|
|
|
(3,160 |
) |
|
|
(5,157 |
) |
|
|
(19,704 |
) |
|
|
|
|
|
|
(28,021 |
) |
|
Repurchase of common stock in the going-private merger
transaction
|
|
|
(1,300 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,300 |
) |
|
Transaction costs paid in the going-private merger transaction
|
|
|
(325 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(325 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow used in investing activities
|
|
|
(167,942 |
) |
|
|
(4,989 |
) |
|
|
(19,760 |
) |
|
|
|
|
|
|
(192,691 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt borrowings
|
|
|
|
|
|
|
355 |
|
|
|
11,870 |
|
|
|
|
|
|
|
12,225 |
|
|
Short-term debt repayments
|
|
|
|
|
|
|
(610 |
) |
|
|
(11,790 |
) |
|
|
|
|
|
|
(12,400 |
) |
|
Long-term debt borrowings, net of debt issuance costs
|
|
|
469,150 |
|
|
|
274 |
|
|
|
20,106 |
|
|
|
|
|
|
|
489,530 |
|
|
Long-term debt repayments
|
|
|
(279,400 |
) |
|
|
(338 |
) |
|
|
(93,039 |
) |
|
|
|
|
|
|
(372,777 |
) |
|
Dividends paid to minority shareholders
|
|
|
|
|
|
|
(18 |
) |
|
|
(900 |
) |
|
|
|
|
|
|
(918 |
) |
|
Dividends paid
|
|
|
(10,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow provided by (used in) financing activities
|
|
|
179,750 |
|
|
|
(337 |
) |
|
|
(73,753 |
) |
|
|
|
|
|
|
105,660 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rate changes on cash and cash
equivalents
|
|
|
|
|
|
|
|
|
|
|
(2,366 |
) |
|
|
|
|
|
|
(2,366 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents
|
|
|
3,210 |
|
|
|
9,094 |
|
|
|
22,179 |
|
|
|
|
|
|
|
34,483 |
|
|
Cash and cash equivalents at beginning of period
|
|
|
7,424 |
|
|
|
(20,498 |
) |
|
|
46,556 |
|
|
|
|
|
|
|
33,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
10,634 |
|
|
$ |
(11,404 |
) |
|
$ |
68,735 |
|
|
$ |
|
|
|
$ |
67,965 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
DOLE FOOD COMPANY, INC.
ITEM 2. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Overview
In the second quarter of 2005, revenues for Dole Food Company,
Inc. and its consolidated subsidiaries (Dole or the
Company) increased 16% from the prior year,
reflecting strong growth in the majority of the Companys
lines of business, as well as the impact of acquisitions in
2004. In addition, favorable exchange rates, due to the
weakening of the U.S. dollar versus currencies in which the
Company sells its product, further contributed to the increase
in revenues. For the quarter, operating income decreased
slightly compared to the prior year. These results reflect the
impact of higher production costs and an increase in selling and
marketing expenses. Higher production costs were driven by
significantly higher commodity costs and the weakness of the
U.S. dollar versus many of the currencies in which the
Company sources its production. Net income was
$32.3 million for the second quarter of 2005 compared to
$67.9 million in the second quarter of 2004. The decrease
was primarily due to $43.8 million of expense related to
the refinancing of debt and bond tender transactions.
In April 2005, the Company completed an amendment to its
existing Senior Secured Credit Facilities and a tender offer to
purchase for cash $325 million aggregate principal amount
of certain of the Companys unsecured senior notes. In
connection with these transactions, the Company wrote off
deferred debt issuance costs of $10.7 million and incurred
bond premium expense of $33.1 million. These transactions
are discussed further under the Liquidity and Capital Resources
section below.
Results of Operations
Selected results of operations for the quarters and half years
ended June 18, 2005 and June 19, 2004 were as follows
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended | |
|
|
| |
|
|
June 18, | |
|
June 19, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Revenues, net
|
|
$ |
1,526,351 |
|
|
$ |
1,315,959 |
|
Operating income
|
|
$ |
116,128 |
|
|
$ |
117,708 |
|
Interest income and other income (expense), net
|
|
$ |
(41,713 |
) |
|
$ |
(197 |
) |
Interest expense
|
|
$ |
32,398 |
|
|
$ |
34,653 |
|
Income tax expense
|
|
$ |
9,689 |
|
|
$ |
14,915 |
|
Net income
|
|
$ |
32,328 |
|
|
$ |
67,943 |
|
|
|
|
|
|
|
|
|
|
|
|
Half Year Ended | |
|
|
| |
|
|
June 18, | |
|
June 19, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Revenues, net
|
|
$ |
2,968,484 |
|
|
$ |
2,570,543 |
|
Operating income
|
|
$ |
219,972 |
|
|
$ |
225,196 |
|
Interest income and other income (expense), net
|
|
$ |
(38,923 |
) |
|
$ |
1,063 |
|
Interest expense
|
|
$ |
68,457 |
|
|
$ |
69,394 |
|
Income tax expense
|
|
$ |
63,110 |
|
|
$ |
28,088 |
|
Net income
|
|
$ |
49,482 |
|
|
$ |
128,777 |
|
Revenues
For the quarter ended June 18, 2005, revenues increased 16%
to $1.53 billion from $1.32 billion in the quarter
ended June 19, 2004. The increase is due to expanded
business activity in the European ripening and distribution
businesses, higher sales in the vegetables and packaged foods
businesses, higher banana sales
24
volume in North America, and higher pineapple volumes in North
America, Europe and Asia. In addition, revenues benefited from
favorable U.S. dollar exchange rates and the acquisitions
of Wood Holdings, Inc. (renamed Dole Packaged Frozen Foods) and
Coastal Berry Company, LLC (renamed Dole Berry Company) in the
second and fourth quarters of 2004, respectively. Overall,
favorable U.S. dollar exchange rates positively impacted
revenues, primarily in the fresh fruit segment, by approximately
$31.1 million. Dole Packaged Frozen Foods and Dole Berry
Company contributed a combined $93.2 million to second
quarter revenues.
For the half year ended June 18, 2005, revenues increased
15% to $2.97 billion from $2.57 billion in the prior
year. 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
$60.5 million. Revenues also benefited from overall
improved volumes in the Companys fresh fruit, fresh
vegetables, and packaged foods segments and expanded business
activity in the European ripening and distribution and
commercial cargo businesses. These increases were partially
offset by lower volumes of citrus in Asia. Dole Packaged Frozen
Foods and Dole Berry Company contributed a combined
$157 million to revenues for the half year ended
June 18, 2005.
Operating Income
For the quarter ended June 18, 2005, operating income
decreased slightly to $116.1 million from
$117.7 million in the quarter ended June 19, 2004. The
decrease was primarily attributable to lower operating results
from the Companys fresh vegetables and fresh-cut flowers
segments, partially offset by improved operating results in the
fresh fruit and packaged foods segments. Operating results were
adversely impacted by significantly higher commodity costs
(including container board, tin plate, plastic resins,
agricultural chemicals and fuel). Overall, favorable
U.S. dollar exchange rates benefited the quarter by
approximately $1.1 million, net of hedges.
For the half year ended June 18, 2005, operating income
decreased to $220 million from $225.2 million in the
prior year. The decrease was primarily attributable to
significantly higher commodity costs. Overall, favorable
U.S. dollar exchange rates benefited the half year by
approximately $2.8 million, net of hedges.
Interest Income and Other Income (Expense), Net
For the quarter ended June 18, 2005, interest income and
other income (expense), net was a loss of $41.7 million
compared to a loss of $0.2 million in the prior year. The
decrease was due to a $43.8 million expense related to the
early retirement of debt in connection with the refinancing and
bond tender transactions. This decrease was offset by lower
minority interest expense as a result of the Companys
purchase of the 40% minority interest in Saba Trading AB
(Saba) in December 2004. For the half year ended
June 18, 2005, interest income and other income (expense),
net was a loss of $38.9 million compared to income of
$1.1 million in the prior year. The decrease was primarily
due to the same factors that impacted the quarter.
Interest Expense
Interest expense for the quarter ended June 18, 2005 was
$32.4 million compared to $34.7 million in the quarter
ended June 19, 2004. Interest expense decreased primarily
as a result of lower average debt balances and lower overall
effective borrowing rates due to the refinancing and bond tender
transactions.
Interest expense for the half year ended June 18, 2005 was
$68.5 million compared to $69.4 million in the half
year ended June 19, 2004. The decrease in interest expense
was primarily attributable to the same factors that impacted the
quarter.
Income Tax Expense
Income tax expense for the quarter and half year ended
June 18, 2005 of $9.7 million and $63.1 million,
respectively, reflects the Companys expected effective
income tax rate of approximately 21% on earnings for the full
fiscal year ending December 31, 2005. Included in income
tax expense for the quarter and half year
25
ended June 18, 2005 was $0.5 million and
$39.1 million, respectively, on the repatriation of
$570 million of foreign earnings in accordance with the
American Jobs Creation Act of 2004 (AJCA). These
foreign earnings were previously considered indefinitely
invested outside the U.S. and accordingly no income tax had been
provided. The income tax expense of approximately
$14.9 million and $28.1 million for the quarter and
half year ended June 19, 2004, respectively, reflects the
Companys then expected effective income tax rate for the
full year ended January 1, 2005, of approximately 18%.
For the periods presented, the Companys effective income
tax rate on current year earnings differs from the
U.S. federal statutory rate primarily due to earnings from
operations being taxed in foreign jurisdictions at a net
effective rate lower than the U.S. rate. Other than the
taxes provided on the $570 million of repatriated foreign
earnings, no U.S. taxes have been provided on these
earnings because such earnings are intended to be indefinitely
invested outside the U.S.
Segment Results of Operations
The Company has four primary reportable operating segments:
fresh fruit, fresh vegetables, packaged foods and fresh-cut
flowers. These reportable segments are managed separately due to
differences in their products, production processes,
distribution channels and customer bases.
The Companys management evaluates and monitors segment
performance primarily through earnings before interest expense
and income taxes (EBIT). EBIT is calculated by
adding income taxes and interest expense to net income.
Management believes that segment EBIT provides useful
information for analyzing the underlying business results as
well as allowing investors a means to evaluate the financial
results of each segment in relation to the Company as a whole.
EBIT is not defined under accounting principles generally
accepted in the United States of America (GAAP) and
should not be considered in isolation or as a substitute for net
income measures prepared in accordance with GAAP or as a measure
of the Companys profitability. Additionally, the
Companys computation of EBIT may not be comparable to
other similarly titled measures computed by other companies,
because not all companies calculate EBIT in the same fashion.
26
Revenues from external customers and EBIT for the reportable
operating segments and corporate and other were as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended | |
|
|
| |
|
|
June 18, | |
|
June 19, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Revenues from external customers:
|
|
|
|
|
|
|
|
|
|
Fresh fruit
|
|
$ |
984,077 |
|
|
$ |
910,174 |
|
|
Fresh vegetables
|
|
|
290,223 |
|
|
|
212,518 |
|
|
Packaged foods
|
|
|
195,363 |
|
|
|
139,221 |
|
|
Fresh-cut flowers
|
|
|
44,360 |
|
|
|
45,985 |
|
|
Other operating segments
|
|
|
12,328 |
|
|
|
8,061 |
|
|
|
|
|
|
|
|
|
|
$ |
1,526,351 |
|
|
$ |
1,315,959 |
|
|
|
|
|
|
|
|
EBIT:
|
|
|
|
|
|
|
|
|
|
Fresh fruit
|
|
$ |
94,957 |
|
|
$ |
93,260 |
|
|
Fresh vegetables
|
|
|
10,670 |
|
|
|
17,837 |
|
|
Packaged foods
|
|
|
20,792 |
|
|
|
17,268 |
|
|
Fresh-cut flowers
|
|
|
(666 |
) |
|
|
4,590 |
|
|
Other operating segments
|
|
|
438 |
|
|
|
304 |
|
|
|
|
|
|
|
|
|
Total operating segments
|
|
|
126,191 |
|
|
|
133,259 |
|
|
Corporate and other
|
|
|
(51,776 |
) |
|
|
(15,748 |
) |
Interest expense
|
|
|
32,398 |
|
|
|
34,653 |
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$ |
42,017 |
|
|
$ |
82,858 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Half Year Ended | |
|
|
| |
|
|
June 18, | |
|
June 19, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Revenues from external customers:
|
|
|
|
|
|
|
|
|
|
Fresh fruit
|
|
$ |
1,923,604 |
|
|
$ |
1,783,496 |
|
|
Fresh vegetables
|
|
|
543,829 |
|
|
|
412,601 |
|
|
Packaged foods
|
|
|
385,653 |
|
|
|
266,794 |
|
|
Fresh-cut flowers
|
|
|
97,079 |
|
|
|
95,544 |
|
|
Other operating segments
|
|
|
18,319 |
|
|
|
12,108 |
|
|
|
|
|
|
|
|
|
|
$ |
2,968,484 |
|
|
$ |
2,570,543 |
|
|
|
|
|
|
|
|
EBIT:
|
|
|
|
|
|
|
|
|
|
Fresh fruit
|
|
$ |
171,466 |
|
|
$ |
174,627 |
|
|
Fresh vegetables
|
|
|
29,874 |
|
|
|
40,443 |
|
|
Packaged foods
|
|
|
38,719 |
|
|
|
30,312 |
|
|
Fresh-cut flowers
|
|
|
3,892 |
|
|
|
9,248 |
|
|
Other operating segments
|
|
|
513 |
|
|
|
189 |
|
|
|
|
|
|
|
|
|
Total operating segments
|
|
|
244,464 |
|
|
|
254,819 |
|
|
Corporate and other
|
|
|
(63,415 |
) |
|
|
(28,560 |
) |
Interest expense
|
|
|
68,457 |
|
|
|
69,394 |
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$ |
112,592 |
|
|
$ |
156,865 |
|
|
|
|
|
|
|
|
27
Fresh Fruit
Fresh fruit revenues in the quarter ended June 18, 2005
increased 8% to $984 million from $910 million in the
quarter ended June 19, 2004. The increase in fresh fruit
revenues was primarily due to the following: favorable foreign
currency exchange rates versus the U.S. dollar, expanded
activity in the European ripening and distribution businesses,
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 and higher
commercial cargo rates and volumes. These benefits were
partially offset by lower sales of citrus in Asia. Fresh fruit
revenues in the half year ended June 18, 2005 increased 8%
to $1.92 billion from $1.78 billion in the half year
ended June 19, 2004. Revenues for the half year were
impacted mainly by the same factors affecting sales in the
second quarter as well as lower Chile and Asia deciduous fruit
sales.
Fresh fruit EBIT in the quarter ended June 18, 2005
increased 2% to $95 million from $93 million in the
quarter ended June 19, 2004. EBIT increased primarily as a
result of the same factors that drove the increase in revenues.
The increase was partially offset by significantly higher
product costs, higher shipping costs and higher selling costs.
Higher product costs were driven by higher commodity prices and
higher shipping costs were driven by higher fuel costs. The
impact of exchange rates, net of hedges, was a benefit of
$3.5 million. Fresh fruit EBIT in the half year ended
June 18, 2005 decreased 2% to $171.5 million from
$174.6 million in the half year ended June 19, 2004.
EBIT decreased primarily as a result of higher product costs,
higher shipping costs and higher selling costs, offset by higher
banana pricing in Europe. The impact of exchange rates on the
half year ended June 18, 2005, net of hedges, was a benefit
of $4.8 million.
Fresh Vegetables
Fresh vegetables revenues for the quarter ended June 18,
2005 increased 37% to $290 million from $213 million
in the quarter ended June 19, 2004. The increase was due to
higher volumes and pricing of both commodity vegetables and
packaged salads in North America, as well as the acquisition of
Dole Berry Company, a producer of fresh berries, in October
2004. Fresh vegetables revenues in the half year ended
June 18, 2005 increased 32% to $544 million from
$413 million in the half year ended June 19, 2004.
Revenues for the half year were impacted mainly by the same
factors affecting sales in the second quarter. Dole Berry
Companys revenues were $56.8 million and
$82.4 million for the quarter and half year ended
June 18, 2005, respectively.
Fresh vegetables EBIT for the quarter ended June 18, 2005
decreased 40% to $10.7 million from $17.8 million in
the quarter ended June 19, 2004. The decrease in EBIT was
mainly attributable to significantly higher product costs in the
packaged salads business as a result of higher vegetable costs,
higher co-pack costs and increased labor and packing material
costs. Fresh vegetables EBIT for the half year ended
June 18, 2005 decreased 26% to $29.9 million from
$40.4 million in the half year ended June 19, 2004.
EBIT decreased primarily as a result of the same factors that
decreased EBIT in the second quarter.
Packaged Foods
Packaged foods revenues for the quarter ended June 18, 2005
increased 40% to $195.4 million from $139.2 million in
the quarter ended June 19, 2004. The increase in revenues
was primarily attributable to the acquisition of Dole Packaged
Frozen Foods, a frozen fruit producer and manufacturer, which
was acquired in June 2004. Dole Packaged Frozen Foods had
revenues of $36.4 million in the second quarter of 2005.
The increase in revenues was also driven by higher volumes of
fruit bowls, fruit in plastic jars, and canned juice in North
America and higher sales of concentrate and fruit bowls in Japan
and Europe. These increases were partially offset by lower
volumes of canned pineapple due to the timing of Easter, which
occurred during the first quarter of 2005. The increase in
revenues was also offset by lower volumes of concentrate in
North America. Packaged foods revenues for the half year ended
June 18, 2005 increased 45% to $385.7 million from
$266.8 million in the half year ended June 19, 2004.
With the exception of the timing of Easter, which had no impact
on year-to-date volumes, the increase in half year sales was
attributable to the same factors that drove the increase in the
second quarter, as well as higher volumes of canned pineapple
and mandarin oranges in North America. Dole Packaged Frozen
Foods had revenues of $74.7 million in half year ended
June 18, 2005.
28
EBIT in the packaged foods segment for the quarter ended
June 18, 2005 increased 20% to $20.8 million from
$17.3 million in the quarter ended June 19, 2004. EBIT
for the quarter increased primarily due to the same factors that
drove the increase in revenues, partially offset by higher
selling, general and administrative expenses. EBIT for the half
year ended June 18, 2005 increased 28% to
$38.7 million from $30.3 million in the half year
ended June 19, 2004. EBIT increased primarily as a result
of the same factors that drove the revenue increase in the half
year, partially offset by higher selling, general and
administrative expenses.
Fresh-Cut Flowers
Fresh-cut flowers revenues for the quarter ended June 18,
2005 decreased 4% to $44.4 million from $46 million in
the quarter ended June 19, 2004. The decrease in revenues
was attributable to lower volumes as a result of the timing of
Easter, which occurred during the first quarter of 2005.
Revenues for the half year ended June 18, 2005 increased 2%
to $97.1 million from $95.5 million in the half year
ended June 19, 2004. The increase in revenues was due to
higher volumes sold to the retail market.
EBIT in the fresh-cut flowers segment for the quarter ended
June 18, 2005 decreased to a loss of $0.7 million from
earnings of $4.6 million in the quarter ended June 19,
2004. The decrease in EBIT was mainly due to higher product
costs, primarily resulting from the weakening of the
U.S. dollar against the Colombian peso and higher third
party flower purchases. The decrease in EBIT was partially
offset by lower general and administrative expenses. Fresh-cut
flowers EBIT for the half year ended June 18, 2005
decreased 58% to $3.9 million from $9.2 million in the
half year ended June 19, 2004. The decrease in EBIT was
attributable to the same factors that drove the decrease in the
second quarter, partially offset by higher volumes sold to the
retail market. The weakening of the U.S. dollar against the
Colombian peso adversely impacted EBIT by approximately
$2.5 million and $5.3 million, net of hedges, during
the quarter and half year ended June 18, 2005, respectively.
Corporate and Other
Corporate and other EBIT was a loss of $51.8 million in the
quarter ended June 18, 2005 from a loss of
$15.7 million in the quarter ended June 19, 2004. The
change in EBIT for the quarter was primarily due to expense
incurred in connection with the early retirement and related
refinancing of debt. Corporate and other EBIT was a loss of
$63.4 million for the half year ended June 18, 2005
from a loss of $28.6 million. The change in EBIT for the
half year is primarily due to the same factors that impacted
EBIT for the quarter ended June 18, 2005.
Liquidity and Capital Resources
In the half year ended June 18, 2005, cash flows provided
by operating activities were $73.7 million compared to cash
flows provided by operating activities of $123.9 million in
the half year ended June 19, 2004. Cash provided by
operating activities was $50.2 million lower, primarily due
to lower net income resulting from significant refinancing
costs, higher receivables associated with higher sales during
the first half of 2005, and higher inventories, primarily in the
packaged foods business, to meet higher anticipated sales. These
factors were partially offset by significantly higher payables,
primarily due to the accrual of income taxes payable related to
the provision on repatriated foreign earnings, as well as the
timing of payments.
Cash flows used in investing activities was approximately
$88.8 million in the half year ended June 18, 2005,
compared to cash flows used of $192.7 million in the half
year ended June 19, 2004. The decrease in cash outflow
during the first half of 2005 was primarily due to less cash
used for acquisitions. The Company paid $167 million in the
second quarter of 2004 for Dole Packaged Frozen Foods compared
to $47.1 million in 2005 for the minority interest in Saba.
This increase in cash was partially offset by higher capital
expenditures of $16.5 million.
Cash flows provided by financing activities decreased to
$6.3 million in the half year ended June 18, 2005
compared to cash flows provided by financing activities of
$105.7 million in the half year ended June 19, 2004.
The decrease is mainly due to lower net debt borrowings during
the first half of 2005.
29
As of June 18, 2005, the Company had outstanding balances
under its senior secured term loan facilities of approximately
$737.7 million. At June 18, 2005, the Company had no
outstanding borrowings under the $300 million revolving
credit portion of the senior secured credit facilities, and
after taking into account approximately $89.2 million of
outstanding letters of credit and bank guarantees issued against
these facilities, had approximately $210.8 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 June 18, 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.
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 statements of operations for both the quarter and
year ended June 18, 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 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
$68.6 million and $210.8 million, respectively, at
June 18, 2005, together with its future cash flow from
operations and access to capital markets will enable it to meet
its working capital, capital expenditure, debt maturity and
other commitments and funding requirements. Factors impacting
the Companys cash flow from operations include such items
as commodity prices, interest rates and foreign currency
exchange rates, among other things, as set forth in the
Companys Form 10-K for the fiscal year ended
January 1, 2005 and in subsequent SEC filings.
Other Matters
Financial Instruments: The Companys derivative
instruments consist of Colombian peso denominated foreign
currency exchange forward contracts, bunker fuel hedges and euro
collars. These instruments are designated as effective hedges of
cash flows as defined by Statement of Financial Accounting
Standards No. 133 (FAS 133), Accounting
for Derivative Instruments and Hedging Activities and as
amended by FASB Statement of Financial Accounting Standards
No. 138, Accounting for Certain Derivative
Instruments
30
and Certain Hedging Activities An Amendment of
FASB Statement No. 133. The Company enters into foreign
currency exchange forward contracts to reduce its risk related
to anticipated dollar equivalent foreign currency cash flows.
The fair value of outstanding foreign currency exchange forwards
and euro collars was a gain position of $0.5 million as of
June 18, 2005. The outstanding notional amount of the
Companys foreign exchange forwards and euro collars
totaled $84.9 million at June 18, 2005. The Company
enters into bunker fuel hedges to reduce its risk related to
price fluctuations on anticipated bunker fuel purchases. At
June 18, 2005, bunker fuel hedges had a fair value and an
aggregate outstanding notional amount of $1.9 million and
$3.3 million, respectively. The fair value of all
instruments designated as effective hedges of June 18,
2005, has been included as a component of accumulated other
comprehensive income in shareholders equity. Settlement of
these contracts will occur in the second half of 2005 and first
quarter of 2006.
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
June 18, 2005 was immaterial to the financial statements.
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. We
expect the EU will now propose another tariff amount. The
EUs second tariff proposal could also be subject to
subsequent arbitration by the same panel. It is too early to
predict what specific tariff level will result from such
arbitration.
European Union Antitrust Inquiry: 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, 2005, EC
conducted a search of certain of Doles 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 only 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, Dole believes that
it has not violated the European Union competition laws.
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 in the current fiscal year. In addition, management
considers it unlikely that the resolution of these matters will
have a materially adverse effect on its results of operation.
Specifically, the Company has received a tax assessment in
Honduras in the amount of approximately $137 million
relating to the disposition of all of the Companys
interest in Cervecería Hondureña, S.A. in 2001. The
Company is challenging the assessment and believes it is without
merit. No reserve has been provided for this matter.
31
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):
|
|
|
|
|
|
|
|
|
|
|
June 18, | |
|
January 1, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
Total working capital (current assets less current liabilities)
|
|
$ |
486,101 |
|
|
$ |
433,469 |
|
Total assets
|
|
$ |
4,430,494 |
|
|
$ |
4,331,617 |
|
Total debt
|
|
$ |
1,932,356 |
|
|
$ |
1,868,922 |
|
Total shareholders equity
|
|
$ |
636,133 |
|
|
$ |
677,873 |
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended | |
|
|
| |
|
|
June 18, | |
|
June 19, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Other Financial Data:
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
32,328 |
|
|
$ |
67,943 |
|
Interest expense
|
|
|
32,398 |
|
|
|
34,653 |
|
Income taxes
|
|
|
9,689 |
|
|
|
14,915 |
|
Depreciation and amortization
|
|
|
34,313 |
|
|
|
31,316 |
|
|
|
|
|
|
|
|
EBITDA
|
|
$ |
108,728 |
|
|
$ |
148,827 |
|
EBITDA margin
|
|
|
7.1 |
% |
|
|
11.3 |
% |
Capital expenditures
|
|
$ |
29,120 |
|
|
$ |
15,735 |
|
|
|
|
|
|
|
|
|
|
|
|
Half Year Ended | |
|
|
| |
|
|
June 18, | |
|
June 19, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Other Financial Data:
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
49,482 |
|
|
$ |
128,777 |
|
Interest expense
|
|
|
68,457 |
|
|
|
69,394 |
|
Income taxes
|
|
|
63,110 |
|
|
|
28,088 |
|
Depreciation and amortization
|
|
|
67,779 |
|
|
|
63,674 |
|
|
|
|
|
|
|
|
EBITDA
|
|
$ |
248,828 |
|
|
$ |
289,933 |
|
EBITDA margin
|
|
|
8.4 |
% |
|
|
11.3 |
% |
Capital expenditures
|
|
$ |
44,478 |
|
|
$ |
28,021 |
|
EBITDA is defined as earnings before interest
expense, income taxes, and depreciation and amortization. EBITDA
margin is defined as the ratio of EBITDA, as defined, relative
to net revenues. EBITDA is reconciled to net income in the
condensed consolidated financial statements in the tables above.
EBITDA and EBITDA margin fluctuated primarily due to the same
factors that impacted the changes in operating income and
segment EBIT discussed earlier.
The Company presents EBITDA and EBITDA margin because management
believes, similar to EBIT, EBITDA is a useful performance
measure for the Company. In addition, EBITDA is presented
because management believes it is frequently used by securities
analysts, investors and others in the evaluation of companies,
and because certain debt covenants on the Companys
recently issued Senior Notes are tied to EBITDA. EBITDA and
EBITDA margin should not be considered in isolation from or as a
substitute for net 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.
32
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; electrical power supply and pricing; changes in
interest and currency exchange rates; economic crises in
developing countries; quotas, tariffs and other governmental
actions and international conflict.
ITEM 3. QUANTITATIVE AND
QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
In the quarter and half year ended June 18, 2005, no
material changes have occurred in the market risk disclosure
presented in the Companys Annual Report on Form 10-K
for the year ended January 1, 2005.
ITEM 4. CONTROLS AND
PROCEDURES
An evaluation was carried out as of June 18, 2005 under the
supervision and with the participation of Doles
management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of our disclosure
controls and procedures, as defined in Rule 15d-15(e) under
the Securities Exchange Act (Act). Based upon this evaluation,
the Chief Executive Officer and Chief Financial Officer have
concluded that Doles disclosure controls and procedures
are effective to ensure that information required to be
disclosed by us in reports we file under the Act is recorded,
processed, summarized and reported by management of Dole on a
timely basis in order to comply with Doles disclosure
obligations under the Act and the SEC rules thereunder.
Changes in Internal Control Over Financial Reporting
There were no changes in Doles internal control over
financial reporting during the quarter ended June 18, 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
33
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 571 lawsuits, in various stages of
proceedings, alleging injury as a result of exposure to DBCP or
seeking enforcement of Nicaraguan judgments. Sixteen of these
lawsuits are currently pending in various jurisdictions in the
United States, including the three previously reported new cases
pending in Los Angeles superior and federal district courts
with 2,669 total Honduran, Panamanian and Guatemalan plaintiffs
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 429 labor cases
pending in Costa Rica under that countrys national
insurance program. Claimed damages in DBCP cases worldwide total
approximately $19.9 billion, with the lawsuits in Nicaragua
representing approximately 75% of this amount. In almost all of
the non-labor cases, the Company is a joint defendant with the
major DBCP manufacturers and, typically, other banana growers.
Except as described below, none of these lawsuits has resulted
in a verdict or judgment against the Company.
In Nicaragua, 106 cases have been filed, with the majority
of the lawsuits brought pursuant to Law 364, an October
2000 Nicaraguan statute that contains substantive and procedural
provisions that Nicaraguas Attorney General formally
opined are unconstitutional. In October 2003, the Supreme Court
of Nicaragua issued an advisory opinion, not connected with any
litigation, that Law 364 is constitutional.
Fifteen cases filed in 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; and $27.7 million
(one case with approximately 39 claimants) on
March 17, 2005. In addition, active cases are currently
pending in civil courts in Managua (11),
Chinendega (8) and Puerto Cabezas (2). In one case
pending before the District Civil Court in Chinendega, the
period of proof has closed and the parties are awaiting a ruling
by the court. In all of those cases but one in Chinendega which
has been ordered to mediation and three recently served cases in
Managua, the Company has sought to have the cases returned to
the United States pursuant to Law 364. Notwithstanding, the
Chinendega court denied the Companys request in seven of
the cases pending there; the Managua court denied the
Companys request with respect to 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 seven of the cases in Managua are still pending.
The Company has appealed the two decisions of the court in
Puerto Cabezas and the decision of the court in Managua and will
appeal the seven decisions of the court in Chinendega once the
Company has been served with those decisions.
The claimants attempted enforcement of the
December 11, 2002 judgment for $489.4 million in the
United States resulted in a dismissal with prejudice of that
action by the United States District Court for the Central
District of California on October 20, 2003. The claimants
have 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. In Venezuela, the
claimants are attempting to enforce the Nicaraguan judgment for
$489.4 million issued December 11, 2002 in that
countrys Supreme
34
Court. Claimants have also recently filed an action to enforce a
Nicaraguan judgment in the Colombian Supreme Court. In Ecuador,
the claimants attempted to enforce the five Nicaraguan judgments
issued between December 11, 2002 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. One of these subsequently filed enforcement
actions was dismissed by the 3rd Civil Court in Guayaquil;
plaintiffs have sought reconsideration of that dismissal. The
remaining four 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.
|
|
Item 6. |
Exhibits and Reports on Form 8-K |
(a) Exhibits:
|
|
|
|
|
Exhibit |
|
|
Number |
|
|
|
|
|
|
10.8* |
|
|
First Amendment, dated as of June 29, 2005, to the Credit
Agreement, dated as of March 28, 2003 and amended and
restated as of April 18, 2005, among DHM Holding
Company, Inc., a Delaware corporation, Dole Holding Company,
LLC, a Delaware limited liability company, Dole Food Company,
Inc., a Delaware corporation, Solvest, Ltd., a company organized
under the laws of Bermuda, the Lenders from time to time party
hereto, Deutsche Bank AG New York Branch, as Administrative
Agent, Banc Of America Securities LLC and The Bank Of Nova
Scotia, as Co-Syndication Agents, Fortis Capital Corporation,
Harris Trust and Savings Bank and Rabobank International, as
Co-Documentation Agents and Deutsche Bank Securities Inc., Banc
of America Securities LLC and The Bank Of Nova Scotia, as Joint
Lead Arrangers and Book Runners. |
|
31.1* |
|
|
Certification by the Chairman and Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act. |
|
31.2* |
|
|
Certification by the Vice President and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act. |
|
32.1 |
|
|
Certification by the Chairman and Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act. |
|
32.2 |
|
|
Certification by the Vice President and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act. |
(b) Reports on Form 8-K:
On April 21, 2005, Dole Food Company, Inc. filed a Current
Report on Form 8-K announcing an amendment and restatement
of the Credit Agreement, dated as of March 28, 2003.
35
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.
August 2, 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) |
36
EXHIBIT INDEX
|
|
|
|
|
Exhibit | |
|
|
Number | |
|
|
| |
|
|
|
10.8* |
|
|
First Amendment, dated as of June 29, 2005, to the Credit
Agreement, dated as of March 28, 2003 and amended and
restated as of April 18, 2005, among DHM Holding
Company, Inc., a Delaware corporation, Dole Holding Company,
LLC, a Delaware limited liability company, Dole Food Company,
Inc., a Delaware corporation, Solvest, Ltd., a company organized
under the laws of Bermuda, the Lenders from time to time party
hereto, Deutsche Bank AG New York Branch, as Administrative
Agent, Banc Of America Securities LLC and The Bank Of Nova
Scotia, as Co-Syndication Agents, Fortis Capital Corporation,
Harris Trust and Savings Bank and Rabobank International, as
Co-Documentation Agents and Deutsche Bank Securities Inc., Banc
of America Securities LLC and The Bank Of Nova Scotia, as Joint
Lead Arrangers and Book Runners. |
|
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. |
37