Income (loss) from
continuing operations before
income taxes, minority
interests and equity
earnings
93
(36
)
(16
)
87
151
Income (loss) from
continuing operations, net
of income taxes
145
(42
)
(42
)
45
130
Income (loss) from
discontinued operations, net
of income taxes
(27
)
(16
)
(50
)
(1
)
5
Gain on disposal of
discontinued operations, net
of income taxes
3
—
3
—
—
Net income (loss)
121
(58
)
(90
)
44
135
Balance Sheet and Other
Information
Working capital
$
531
$
694
$
688
$
538
$
425
Total assets
4,365
4,643
4,612
4,413
4,327
Long-term debt
1,799
2,316
2,316
2,001
1,837
Total debt
2,204
2,411
2,364
2,027
1,869
Total shareholders’ equity
403
325
341
623
685
Cash dividends paid to parent
—
—
164
77
20
Proceeds from sales of
assets and businesses, net
226
42
31
19
11
Capital additions
77
107
119
146
102
Depreciation and amortization
139
156
149
150
145
Note: Discontinued operations for the periods presented relate to the reclassification of the
Company’s fresh-cut flowers and North American citrus and pistachio operations to discontinued
operations during 2008 and 2007, respectively, the sale of the Company’s Pacific Coast Truck
operations during 2006 and the resolution during 2005 of a contingency related to the 2001
disposition of the Company’s interest in Cerveceria Hondureña, S.A.
1
Management’s Discussion and Analysis of Financial Condition and Results of Operations
2008 Overview
Significant highlights for Dole Food Company, Inc. and its consolidated subsidiaries (“Dole”
or the “Company”) for the year ended January 3, 2009 were as follows:
•
Revenues increased in all three of the Company’s operating segments resulting in record
revenues of $7.6 billion, an increase of 12% compared to the prior year.
•
Operating income increased to $275 million, an improvement of 84% compared to the prior
year.
•
Strong worldwide pricing for bananas was driven by higher worldwide demand and adverse
weather conditions which led to product shortages during 2008.
•
Revenues and earnings grew in our European ripening and distribution business, due to
higher local pricing and favorable euro and Swedish krona foreign currency exchange rates.
•
Higher pricing and volumes as well as improved utilization in production and more
efficient distribution contributed to improved operating results in our packaged salads
business. Earnings in our North America commodity vegetable business decreased as a result
of lower sales and higher growing costs due to higher fuel and fertilizer costs.
•
Higher pricing and volumes in our packaged foods segment were offset by higher product,
shipping and distribution costs. Product costs during 2008 were impacted by an increase in
commodity costs as well as the strengthening of the Thai baht and Philippine peso against
the U.S. dollar.
•
Other income (expense), net decreased $15.9 million due to an increase in the non-cash
unrealized loss of $39.7 million on the Company’s cross currency swap partially offset by an
increase in the non-cash unrealized translation gain of $22.7 million on a British pound
sterling denominated vessel lease obligation (“vessel obligation”) due to the weakening of
the British pound sterling against the U.S. dollar in 2008. During 2006, the Company
executed a cross currency swap to synthetically convert $320 million of Term Loan C into
Japanese yen denominated debt. The increase in the non-cash unrealized loss of $39.7
million was the result of the Japanese yen strengthening against the U.S. dollar by 20%
during fiscal 2008. The value of the cross currency swap will continue to fluctuate based
on changes in the exchange rate and market interest rates until maturity in 2011, at which
time it will settle at the then current exchange rate.
•
The Company received cash proceeds of approximately $226.5 million for assets sold during
fiscal 2008, including $214 million for assets which had been reclassified as held-for-sale.
The total realized gain recorded on assets classified as held-for-sale was $18 million for
the year ended January 3, 2009. The Company also realized gains of $9 million during fiscal
2008 on sales of assets not classified as held-for-sale.
•
During the first quarter of 2009, the Company closed the first phase of the sale of its fresh-cut flowers business (“Flowers transaction”), closed the sale of certain banana properties in Latin America and signed a
definitive purchase and sale agreement to sell certain vegetable property in California.
When the vegetable property sale closes, towards the end of the first quarter of 2009, the
Company will have received net cash proceeds of approximately $84 million from these three
transactions.
Loss from discontinued operations, net of income taxes
(27,391
)
(15,719
)
(50,386
)
Gain on disposal of discontinued operations, net of
income taxes
3,315
—
2,814
Net income (loss)
121,005
(57,506
)
(89,627
)
Revenues
For the year ended January 3, 2009, revenues increased 12% to $7.6 billion from $6.8 billion
in the prior year. Higher sales were reported in all three of the Company’s operating segments.
Fresh fruit revenues increased as a result of higher worldwide sales of bananas which contributed
$392 million, or 49% of the overall revenue increase. Banana sales benefited from stronger pricing
in all markets as well as improved volumes in Asia. European ripening and distribution sales
contributed $227 million, or 28% of the overall revenue increase. The increase was attributable to
higher local pricing, improved volumes and the impact of favorable euro and Swedish krona foreign
currency exchange rates. Fresh vegetables sales increased $27 million as a result of higher
pricing and improved volumes of packaged salads and strawberries sold in North America. Higher
worldwide sales of packaged foods products, primarily for FRUIT
BOWLS®, canned pineapple and frozen
fruit accounted for approximately $108 million or 13% of the overall revenues increase. Revenues
also benefited from an additional week as a result of a 53-week year in 2008 compared to 52 weeks
in 2007. The impact on revenues of this additional week was approximately $113 million. Favorable
foreign currency exchange movements in the Company’s selling locations positively impacted revenues
by approximately $175 million. These increases were partially offset by lower volumes of lettuce
sold in North America and broccoli sold in Asia.
For the year ended December 29, 2007, revenues increased 14% to $6.8 billion from $6 billion
in the prior year. Higher worldwide sales of fresh fruit and packaged foods products in North
America and Europe drove the increase in revenues during 2007. Higher volumes of bananas and
pineapples accounted for approximately $222 million or 27% of the overall revenues increase. Higher
revenues in the Company’s European ripening and distribution operations contributed an additional
$528 million. This increase in the ripening and distribution business was due to the acquisition of
the remaining 65% ownership in JP Fruit Distributors Limited (“JP Fresh”) that the Company did not
previously own in October 2006 as well as higher volumes in the Company’s Swedish, Spanish and
Eastern European operations. JP Fresh increased 2007 revenues by approximately $230 million. Higher
sales of packaged foods products, primarily for FRUIT BOWLS, fruit in plastic jars and frozen fruit
accounted for approximately $85 million or 10% of the overall revenues increase. Favorable foreign
currency exchange movements in the Company’s selling locations also positively impacted revenues by
approximately $171 million. These increases were partially offset by a reduction in fresh
vegetables sales due to lower volumes of commodity vegetables sold in North America and Asia.
3
Operating Income
For the year ended January 3, 2009, operating income was $274.6 million compared with $149.3
million in 2007. The fresh fruit and fresh vegetables operating segments reported higher operating
income. Fresh fruit operating results increased primarily as a result of strong pricing in the
Company’s banana operations worldwide and in the European ripening and distribution business. In
addition, fresh fruit operating income benefited from gains on asset sales of $25.5 million. Fresh vegetables
reported higher earnings due to improved pricing and volumes in the packaged salads business as
well as a reduction in workers compensation related accruals. These improvements were partially
offset by lower earnings in the Company’s packaged foods segment and North American commodity
vegetables business. Commodity vegetables earnings decreased mainly due to lower sales and higher
growing and distribution costs caused by substantially higher fuel and fertilizer costs. Packaged
foods operating income was lower due to higher product costs resulting from increased purchased
fruit costs, commodity and shipping costs as well as unfavorable foreign currency exchange rate
movements in Thailand and the Philippines. Additionally, all three operating segments continued to
experience significant cost increases in many of the commodities they used in production, including
fuel, agricultural chemicals, tinplate, containerboard and plastic resins. If foreign currency
exchange rates in the Company’s significant foreign operations during 2008 had remained unchanged
from those experienced in 2007, the Company estimates that its operating income would have been
lower by approximately $38 million, excluding the impact of hedging. The $38 million is primarily
related to favorable foreign currency exchange movements in the Company’s selling locations more
than offsetting unfavorable foreign currency exchange movements in the Company’s sourcing
locations. Operating income in 2008 also included realized foreign currency transaction losses of
$4 million and foreign currency hedge losses of $16 million. In addition, the Company settled early
its Canadian dollar hedge which generated a gain of $4 million.
For the year ended December 29, 2007, operating income was $149.3 million compared with $136
million in 2006. The increase was primarily attributable to improved operating results in the
Company’s banana operations worldwide which benefited from stronger pricing and higher volumes. In
addition, operating income improved in the European ripening and distribution business due to the
absence of restructuring costs of $12.8 million. These improvements were partially offset by lower
earnings in the Company’s packaged salads business and packaged foods segment primarily due to
higher product costs. Packaged salads operating results were impacted by higher manufacturing costs
due in part to the opening of a new plant in North Carolina. Packaged foods operating income was
lower due to higher product costs resulting from higher third party purchased fruit costs in
Thailand and higher commodity costs. Unfavorable foreign currency exchange movements, principally
in Thailand and in the Philippines, also increased sourcing costs. In addition, all of the
Company’s reporting segments were impacted by higher product, distribution and shipping costs, due
to higher commodity costs. Unfavorable foreign currency movements in the Company’s international
sourcing locations more than offset favorable foreign currency exchange movements in its
international selling locations. If foreign currency exchange rates in the Company’s significant
foreign operations during 2007 had remained unchanged from those experienced in 2006, the Company
estimates that its operating income would have been higher by approximately $7 million, excluding
the impact of hedging. Operating income in 2007 also included realized foreign currency transaction
gains of $7 million and foreign currency hedge losses of $10 million. The Company also settled
early its Philippine peso and Colombian peso hedges, which generated gains of $11 million.
Other Income (Expense), Net
Other income (expense), net was expense of $14.1 million in 2008 compared to income of $1.8
million in 2007. The change was due to an increase in the unrealized loss generated on the
Company’s cross currency swap of $39.7 million, partially offset by an increase in the unrealized
foreign currency exchange gain on the Company’s vessel obligation of $22.7 million.
Other income (expense), net decreased to income of $1.8 million in 2007 from income of $15.2
million in 2006. The decrease was due to a reduction in the gain generated on the
Company’s cross currency swap of $22.7 million, partially offset by a reduction in the unrealized
foreign currency exchange loss on the Company’s vessel obligation of $9.2 million.
4
Interest Expense
Interest expense for the year ended January 3, 2009 was $174.5 million compared to $194.9
million in 2007. The decrease was primarily related to lower borrowing rates on the Company’s debt
facilities and a reduction in borrowings.
Interest expense for the year ended December 29, 2007 was $194.9 million compared to $174.7
million in 2006. The increase was primarily related to higher levels of borrowings during 2007 on
the Company’s term loan facilities and the asset based revolving credit facility.
Income Taxes
The Company recorded an income tax benefit of $48 million on $92.5 million of income from
continuing operations before income taxes for the year ended January 3, 2009, reflecting a (51.9%)
effective tax rate for the year. Income tax expense decreased $52 million in 2008 compared to 2007
due primarily to the settlement of the federal income tax audit for the years 1995 to 2001. The
effective tax rate in 2007 was (11.2%). The Company’s effective tax rate varies significantly from
period to period due to the level, mix and seasonality of earnings generated in its various U.S.
and foreign jurisdictions. For 2008, the Company’s income tax provision differs from the U.S.
federal statutory rate applied to the Company’s pretax income due to the settlement of the federal
income tax audit, operations in foreign jurisdictions that are taxed at a rate lower than the U.S.
federal statutory rate offset by the accrual for uncertain tax positions.
Income tax expense for the year ended December 29, 2007 decreased to $4.1 million from $22.6
million in 2006 primarily due to a shift in the mix of earnings in foreign jurisdictions taxed at a
lower rate than in the U.S. The effective tax rate in 2006 was (137.7%). For 2007 and 2006, the
Company’s income tax provision differs from the U.S. federal statutory rate applied to the
Company’s pretax losses due to operations in foreign jurisdictions that are taxed at a rate lower
than the U.S. federal statutory rate offset by the accrual for uncertain tax positions.
For 2008, 2007 and 2006, the Company has not provided for U.S. federal income and foreign
withholding taxes for nearly all of the excess of the amount for financial reporting over the tax
basis of investments that are essentially permanent in duration. While the Company believes that
such excess at January 3, 2009 will remain indefinitely invested at this time, if significant
differences arise between the Company’s anticipated and actual earnings estimates and cash flow
requirements, the Company may be required to provide U.S federal income tax and foreign withholding
taxes on a portion of such excess. Further, the Company currently projects that it may be required
to provide such taxes on a portion of its anticipated fiscal 2009 foreign earnings, which would
result in an increase in the Company’s overall effective tax rate in 2009 versus the rate
experienced by the Company in previous years.
Refer to Note 7 of the Consolidated Financial Statements for additional information about the
Company’s income taxes.
Equity in earnings of unconsolidated subsidiaries for the year ended January 3, 2009 increased
to $6.4 million from $1.7 million in 2007. The increase was primarily related to higher earnings
generated by a European equity investment in which the Company holds a non-controlling 40%
ownership interest.
Equity in earnings of unconsolidated subsidiaries for the year ended December 29, 2007
increased to $1.7 million from $0.2 million in 2006. The increase was primarily related to higher
earnings generated by a European equity investment in which the Company holds a non-controlling 40%
ownership interest.
Segment Results of Operations
The Company has three reportable operating segments: fresh fruit, fresh vegetables and
packaged foods. These reportable segments are managed separately due to differences in their
products, production processes, distribution channels and customer bases.
5
The Company’s management evaluates and monitors segment performance primarily through earnings
before interest expense and income taxes (“EBIT”). EBIT is calculated by adding interest expense
and income taxes to income (loss) from continuing operations, net of income taxes. 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 Company’s profitability.
Additionally, the Company’s 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.
In the tables below, revenues from external customers and EBIT reflect only the results from
continuing operations.
2008
2007
2006
(In thousands)
Revenues from external customers
Fresh fruit
$
5,401,145
$
4,736,902
$
3,968,963
Fresh vegetables
1,086,888
1,059,401
1,082,416
Packaged foods
1,130,791
1,023,257
938,336
Corporate
1,128
1,252
1,148
$
7,619,952
$
6,820,812
$
5,990,863
EBIT
Fresh fruit
$
305,782
$
170,598
$
103,891
Fresh vegetables
1,123
(21,725
)
(7,301
)
Packaged foods
69,100
78,492
91,392
Total operating segments
376,005
227,365
187,982
Corporate:
Unrealized gain (loss) on cross currency swap
(50,411
)
(10,741
)
20,664
Operating and other expenses
(54,043
)
(59,506
)
(53,377
)
Total Corporate
(104,454
)
(70,247
)
(32,713
)
Interest expense
(174,485
)
(194,851
)
(174,715
)
Income taxes
48,015
(4,054
)
(22,609
)
Income (loss) from continuing operations, net of income taxes
$
145,081
$
(41,787
)
$
(42,055
)
2008 Compared with 2007
Fresh Fruit: Fresh fruit revenues in 2008 increased 14% to $5.4 billion from $4.7 billion in
2007. The increase in fresh fruit revenues was primarily driven by higher worldwide sales of
bananas and higher sales in the European ripening and distribution operation. In addition, sales of
Chilean deciduous fruit and fresh pineapple also increased. Banana sales increased approximately
$392 million due to higher pricing worldwide and increased volumes sold in Asia. Higher demand for
bananas, product shortages and higher fuel costs contributed to an increase in banana pricing and
surcharges during 2008. European ripening and distribution sales were $227 million higher as
result of increased volumes in Sweden, Germany, Italy and Eastern Europe, and stronger pricing and
favorable euro and Swedish krona foreign currency exchange rates. This growth in the European
ripening and distribution business was partially offset by lower revenues as a result of the sale
of the JP Fresh and Dole France subsidiaries in November 2008. JP Fresh and Dole France revenues
totaled $382 million and $480 million during fiscal 2008 and 2007, respectively. Sales of Chilean
deciduous fruit also increased due to improved pricing in the European and Latin American markets.
Increased sales of fresh pineapple were primarily driven by higher volumes sold in North America.
Favorable foreign currency exchange movements in the Company’s foreign selling locations, primarily
the euro, Japanese yen and Swedish krona, benefited revenues by approximately $171 million.
6
Fresh fruit EBIT increased 79% to $305.8 million in 2008 from $170.6 million in 2007. EBIT
increased due to significantly higher banana earnings and improved pricing in the European ripening
and distribution operations. The increase in worldwide banana EBIT was driven by higher pricing,
partially offset by increased product and shipping costs as a result of higher commodity costs.
Banana EBIT also benefited from unrealized foreign currency translation gains on the Company’s
vessel obligation of $22.7 million. The Company’s Chilean deciduous fruit operations also reported
an increase in EBIT as a result of higher sales and improved farm margins. Higher EBIT in the
fresh fruit operating segment was also attributable to gains recorded on asset sales of $25.5
million. These increases were partially offset by lower fresh pineapple earnings due primarily to
higher product, shipping and distribution costs worldwide. If foreign currency exchanges rates,
primarily in the Company’s fresh fruit foreign selling locations, during 2008 had remained
unchanged from those experienced in 2007, the Company estimates that fresh fruit EBIT would have
been lower by approximately $50 million, excluding the impacts of hedging. Fresh fruit EBIT in 2008
included foreign currency hedge losses of $14 million, fuel hedge losses of $4 million and realized
foreign currency transaction gains of $1 million.
Fresh Vegetables: Fresh vegetables revenues for 2008 increased 3% to $1.09 billion from $1.06
billion. The increase in revenues was primarily due to improved pricing and higher volumes of
packaged salads sold in North America. Packaged salad sales also benefited from the introduction of
premium salad kits. In addition, higher volumes and pricing for strawberries and higher celery
volumes were reported in the North American commodity business. These increases were partially
offset by lower volumes of lettuce and mixed produce sold in North America and broccoli and
asparagus sold in Asia.
Fresh vegetables EBIT for 2008 increased to $1.1 million compared to a loss of $21.7 million
in 2007. The increase in EBIT was primarily due to improved pricing as well as lower distribution
and production costs in the packaged salads business. EBIT also increased due to lower workers
compensation related accruals of $9 million as a result of favorable closures of historical claims
and a reduction in claims activity. In addition, earnings in the Asia commodity vegetable business
improved due to stronger pricing. These increases were partially offset by lower earnings in the
North American commodity vegetables business due to higher growing and distribution costs as a
result of significantly higher fuel and fertilizer costs. In addition, the packaged salads business
incurred higher selling and marketing costs due to increased promotional activities.
Packaged Foods: Packaged foods revenues for 2008 increased 11% to $1.1 billion from $1
billion in 2007. Revenues increased primarily due to higher pricing and volumes of FRUIT
BOWLS, canned pineapple, pineapple juice and tropical fruit sold worldwide. In addition, North
America revenues benefited from higher sales of frozen food products as a result of improved
pricing. Foreign currency exchange rate movements on revenues were not material in 2008.
Packaged foods EBIT in 2008 decreased to $69.1 million from $78.5 million in 2007. EBIT
decreased due primarily to higher product, shipping and distribution costs. Increases in
commodity costs (such as fuel, tinplate and plastics) continued to impact operating results. In
addition, higher product costs were attributable to unfavorable foreign currency exchange movements
in Thailand and the Philippines, where product is sourced. If foreign currency exchanges rates
during 2008 had remained unchanged from those experienced in 2007, the Company estimates that
packaged foods EBIT would have been higher by approximately $11 million. Packaged foods EBIT in
2008 included realized foreign currency transaction losses of $5 million and foreign currency hedge
losses of $2 million. Packaged foods also settled early its Canadian dollar hedges, which generated
gains of $4 million.
Corporate: Corporate EBIT includes general and administrative costs not allocated to the
operating segments. Corporate EBIT in 2008 was a loss of $104.5 million compared to a loss of $70.2
million in 2007. EBIT decreased primarily due to a net loss generated on the Company’s cross
currency swap of $39.2 million. This decrease was partially offset by lower general and
administrative expenses due primarily to a reduction in legal costs and lower unrealized losses on
foreign denominated borrowings.
2007 Compared with 2006
Fresh Fruit: Fresh fruit revenues in 2007 increased 19% to $4.7 billion from $4 billion in
2006. The increase in fresh fruit revenues was primarily driven by higher worldwide sales of
bananas and higher sales in the European
7
ripening and distribution operation. Banana sales increased approximately $200 million due to
improved volumes and higher pricing worldwide. European ripening and distribution sales were $528
million higher as result of increased volumes in Sweden, Spain and Eastern Europe as well as the
October 2006 acquisition of the remaining 65% interest in JP Fresh, an importer and distributor of
fresh produce in the United Kingdom. In addition, revenues benefited from higher sales of fresh
pineapples in North America and Asia. The increase in fresh pineapple sales resulted from improved
pricing worldwide and higher volumes sold in North America and Asia. Favorable foreign currency
exchange movements in the Company’s foreign selling locations, primarily the euro and Swedish
krona, benefited revenues by approximately $163 million.
Fresh fruit EBIT increased 64% to $170.6 million in 2007 from $103.9 million in 2006. EBIT
increased due to improved banana earnings and the absence of restructuring costs recorded by Saba
Trading AB (“Saba”) during 2006. Higher earnings in the Company’s banana operations were
attributable to higher sales worldwide, which were partially offset by higher purchased fruit
costs. EBIT also benefited by $9.1 million due to the final settlement of the Company’s property
insurance claim associated with Hurricane Katrina. These increases were partially offset by lower
fresh pineapple earnings due mainly to higher product, shipping and distribution costs and a $3.8
million impairment charge for farm assets in the Chilean deciduous fruit operations. If foreign
currency exchanges rates, primarily in the Company’s fresh fruit foreign sourcing locations, during
2007 had remained unchanged from those experienced in 2006, the Company estimates that fresh fruit
EBIT would have been lower by approximately $16 million, excluding the impacts of hedging. Fresh
fruit EBIT in 2007 included foreign currency hedge losses of $6 million, unrealized foreign
currency exchange losses related to the vessel obligation of $1 million and realized foreign
currency transaction gains of $7 million. In addition, fresh fruit EBIT benefited from fuel hedge
gains of $5 million and $2 million related to the early settlement of Colombian peso hedges.
Fresh Vegetables: Fresh vegetables revenues for 2007 decreased 2% to $1.06 billion from $1.08
billion. The decrease in revenues was primarily due to lower volumes sold in the North America and
Asia commodity vegetables businesses, primarily for berries, lettuce, broccoli and asparagus, as
well as lower surcharges in North America. These decreases were partially offset by improved
pricing for commodity vegetables in both North America and Asia. In the packaged salads business,
revenues were relatively unchanged as improved pricing was offset by lower volumes during the first
half of 2007. Additional costs were incurred as a result of increased promotional activity, which
were recorded as a reduction to revenues during 2007. Consumer demand in the packaged salads
business experienced higher volumes in the second half of 2007 as the packaged salads category began
to recover from the third quarter 2006 E. coli incident discussed later in this document. In an
effort to increase demand in the packaged salads category, the Company continued to offer
incentives to its customers and consumers.
Fresh vegetables EBIT for 2007 was a loss of $21.7 million compared to a loss of $7.3 million
in 2006. The decrease in EBIT was primarily due to higher manufacturing costs and general and
administrative expenses in the packaged salads business due in part to the new salad plant in North
Carolina. These decreases were partially offset by higher margins generated in the North America
commodity vegetables business due to higher pricing for lettuce and celery.
Packaged Foods: Packaged foods revenues for 2007 increased 9% to $1 billion from $938.3
million in 2006. The increase in revenues was primarily due to higher pricing and volumes of FRUIT
BOWLS, fruit in plastic jars and packaged frozen food products, and higher volumes of canned juice
sold in North America. Revenues also grew in Europe due to higher pricing and volumes of canned
solid pineapple, higher pricing of FRUIT BOWLS and higher sales volumes of concentrate. Revenues in
Asia were lower due primarily to the disposition of a small distribution company in the Philippines
during the fourth quarter of 2006.
Packaged foods EBIT in 2007 decreased to $78.5 million from $91.4 million in 2006. EBIT was
impacted by higher product costs in both North America and Europe, which were driven by unfavorable
foreign currency exchange rates in Thailand and the Philippines, where product is sourced. EBIT in
Asia was impacted by lower sales and higher product costs. If foreign currency exchanges rates, in
packaged foods sourcing locations, during 2007 had remained unchanged from those experienced in
2006, the Company estimates that packaged foods EBIT would have been higher by approximately $23
million. Packaged foods EBIT in 2007 included realized foreign currency transaction gains of $4
million partially offset by foreign currency hedge losses of $2 million. Packaged foods also
settled early its Philippine peso hedges, which generated gains of $8.8 million.
8
Corporate: Corporate EBIT includes general and administrative costs not allocated to the
operating segments. Corporate EBIT in 2007 was a loss of $70.2 million compared to a loss of $32.7
million in 2006. EBIT decreased primarily due to a reduction in the gain generated on the Company’s
cross currency swap of $22.7 million. In addition, there were higher general and administrative
expenses compared to the prior year due primarily to additional legal costs. Corporate EBIT in 2007
also included realized foreign currency transaction losses of $4 million.
Discontinued Operations
During the second quarter of 2008, the Company approved and committed to a formal plan to
divest its fresh-cut flowers operations. The first phase of the Flowers
transaction was completed during the first quarter of 2009. During the fourth quarter of 2007, the
Company approved and committed to a formal plan to divest its citrus and pistachio operations
(“Citrus”) located in central California. Prior to the fourth quarter of 2007, the operating
results of Citrus were included in the fresh fruit operating segment. The Citrus sale closed
during the third quarter of 2008 and the Company received net cash proceeds of $44 million. As the
assets of Citrus were held by non-wholly owned subsidiaries of the Company, Dole’s share of the
proceeds was $28.1 million. The results of operations of these businesses have been reclassified as
discontinued operations for all periods presented
During the fourth quarter of 2006, the Company completed the sale of its Pacific Coast Truck
Center (“Pac Truck”) business for $20.7 million. The Pac Truck business consisted of a full service
truck dealership that provided medium and heavy-duty trucks to customers in the Pacific Northwest
region. The Company received $15.3 million of net cash proceeds from the sale after the assumption
of $5.4 million of debt and realized a gain of approximately $2.8 million on the sale, net of
income taxes of $2 million. Prior to the reclassification to discontinued operations, the operating
results of Pac Truck were included in the other operating segment.
The operating results of fresh-cut flowers, Citrus and Pac Truck for fiscal 2008, 2007 and
2006 are reported in the following table:
Fresh-Cut Flowers
Citrus
Pac Truck
Total
(In thousands)
2008
Revenues
$
106,919
$
5,567
$
—
$
112,486
Loss before income taxes
$
(43,235
)
$
(1,408
)
$
—
$
(44,643
)
Income taxes
16,936
316
—
17,252
Loss from discontinued
operations, net of income taxes
$
(26,299
)
$
(1,092
)
$
—
$
(27,391
)
Gain on disposal of discontinued
operations, net of income taxes
of $4.3 million
$
—
$
3,315
$
—
$
3,315
2007
Revenues
$
110,153
$
13,586
$
—
$
123,739
Income (loss) before income taxes
$
(19,146
)
$
733
$
—
$
(18,413
)
Income taxes
2,994
(300
)
—
2,694
Income (loss) from discontinued
operations, net of income taxes
$
(16,152
)
$
433
$
—
$
(15,719
)
2006
Revenues
$
160,074
$
20,527
$
47,851
$
228,452
Income (loss) before income taxes
$
(57,001
)
$
3,767
$
397
$
(52,837
)
Income taxes
4,379
(1,765
)
(163
)
2,451
Income (loss) from discontinued
operations, net of income taxes
$
(52,622
)
$
2,002
$
234
$
(50,386
)
Gain on disposal of discontinued
operations, net of income taxes
of $2 million
$
—
$
—
$
2,814
$
2,814
9
Fresh-Cut Flowers
2008 Compared with 2007: Fresh-cut flowers loss before income taxes in 2008 increased to $43.2
compared to a loss of $19.1 million in 2007. The change was due primarily to a $17 million
impairment charge on long-lived assets related to the Flowers transaction, of which the first phase
closed during the first quarter of 2009. Product costs also increased as a result of unfavorable
foreign currency exchange rates in Colombia, where the product is sourced. In addition, there were
foreign currency hedge losses in 2008 of $0.3 million compared to foreign currency hedge gains of
$6 million in 2007. These factors were partially offset by gains generated from the sale of the
Miami headquarters building and a farm in Mexico as well as lower distribution costs due to changes
in the customer base. If foreign currency exchange rates, in Colombia, during 2008 had remained
unchanged from those experienced in 2007, the Company estimates that its fresh-cut flowers loss
before taxes would have been lower by approximately $4 million, excluding the impacts of hedging.
2007 Compared with 2006: Fresh-cut flowers loss before income taxes in 2007 improved to a
loss of $19.1 million from a loss of $57 million in 2006. The lower loss is primarily due to the
absence of restructuring-related and asset impairment charges recorded in 2006 of $29 million.
Lower shipping expenses, due in part to the renegotiation of an airfreight contract, also
contributed to the improvement of the loss. These improvements were partially offset by higher
product costs resulting from damage to roses in Colombia caused by adverse weather conditions. If
foreign currency exchange rates, in Colombia, during 2007 had remained unchanged from those
experienced in 2006, the Company estimates that its fresh-cut flowers loss before taxes would have
been lower by approximately $7 million, excluding the impacts of hedging. Fresh-cut flowers also
benefited from foreign currency hedge gains of $4 million and $2 million related to the early
settlement of the Colombian peso hedges.
Liquidity and Capital Resources
CASH REQUIREMENTS:
The following table summarizes the Company’s contractual obligations and commitments at
January 3, 2009:
Payments Due by Period
Less Than
After
1 Year
1-2 Years
3-4 Years
4 Years
Total
(In thousands)
Contractual obligations:
Fixed rate debt
$
345,000
$
600,000
$
155,000
$
—
$
1,100,000
Variable rate debt
8,785
169,738
812,294
4,039
994,856
Notes payable
48,789
—
—
—
48,789
Capital lease obligations
2,963
5,565
6,114
45,806
60,448
Non-cancelable operating lease
commitments
143,054
195,762
110,519
115,034
564,369
Purchase obligations
781,559
877,660
403,283
131,404
2,193,906
Minimum required pension funding
19,422
53,033
56,535
104,955
233,945
Postretirement benefit payments
4,271
8,293
7,910
18,457
38,931
Interest payments on fixed and
variable rate debt
107,388
134,986
62,585
22,190
327,149
Total contractual cash obligations
$
1,461,231
$
2,045,037
$
1,614,240
$
441,885
$
5,562,393
10
Long-Term Debt: Details of amounts included in long-term debt can be found in Note 12 of the
Consolidated Financial Statements. The table assumes that long-term debt is held to maturity. The
variable rate maturities include amounts payable under the Company’s senior secured credit
facilities.
Capital Lease Obligations: The Company’s capital lease obligations include $58.5 million
related to two vessel leases. The obligations under these leases, which continue through 2024, are
denominated in British pound sterling. The lease obligations are presented in U.S. dollars at the
exchange rate in effect on January 3, 2009 and therefore will continue to fluctuate based on
changes in the exchange rate.
Operating Lease Commitments: The Company has obligations under cancelable and non-cancelable
operating leases, primarily for land, machinery and equipment, vessels and containers and office
and warehouse facilities. The leased assets are used in the Company’s operations where leasing
offers advantages of operating flexibility and is less expensive than alternate types of funding. A
significant portion of the Company’s operating lease payments are fixed. Lease payments are charged
to operations, primarily through cost of products sold. Total rental expense, including rent
related to cancelable and non-cancelable leases, was $204.2 million, $169.2 million and $153
million (net of sublease income of $17.1 million, $16.6 million and $16.4 million) for 2008, 2007
and 2006, respectively.
The Company modified the terms of its corporate aircraft lease agreement during 2007. The
modification primarily extended the lease period from 2010 to 2018. The Company’s corporate
aircraft lease agreement includes a residual value guarantee of up to $4.8 million at the
termination of the lease in 2018. The Company does not currently anticipate any future payments
related to this residual value guarantee.
Purchase Obligations: In order to secure sufficient product to meet demand and to supplement
the Company’s own production, the Company enters into non-cancelable agreements with independent
growers, primarily in Latin America and North America, to purchase substantially all of their
production subject to market demand and product quality. Prices under these agreements are
generally tied to prevailing market rates and contract terms range from one to ten years. Total
purchases under these agreements were $658.8 million, $564.5 million and $474.5 million for 2008,
2007 and 2006, respectively.
In order to ensure a steady
supply of packing supplies and to maximize volume incentive
rebates, the Company enters into contracts for the purchase of packing
supplies; some of these contracts run through 2010. Prices under these agreements are
generally tied to prevailing market rates. Purchases under these contracts for 2008, 2007 and 2006
were approximately $292.6 million, $272.7 million and $207.6 million, respectively.
Interest payments on fixed and variable rate debt: Commitments for interest expense on debt,
including capital lease obligations, were determined based on anticipated annual average debt
balances, after factoring in mandatory debt repayments. Interest expense on variable-rate debt has
been based on the prevailing interest rates at January 3, 2009. For the secured term loan
facilities, interest payments reflect the impact of both the interest rate swap and cross currency
swap. No interest payments were calculated on the notes payable due to the short term nature of
these instruments. The unsecured notes and debentures as well as the secured term loans and
revolving credit facility mature at various times between 2009 and 2013.
Other
Obligations and Commitments: The Company has obligations with respect to its pension
and other postretirement benefit (“OPRB”) plans.
During 2008, the Company did not make any contributions to its qualified U.S. pension plan. Under
the minimum funding requirements of the Pension Protection Act of 2006, no contribution was
required for fiscal 2008. The Company expects to contribute $8 million to its U.S. qualified plan in
2009, which is the estimated minimum funding requirement calculated under the Pension Protection
Act of 2006. The Company also has nonqualified U.S. and international pension and OPRB plans.
During 2008, the Company made payments of $25.4 million related to these pension and OPRB plans.
The Company expects to make payments related to its other U.S. and foreign pension and OPRB plans
of $15.7 million in 2009. The table includes pension and other postretirement payments through
2018. See Note 13 to the Consolidated Financial Statements.
11
The Company has numerous collective bargaining agreements with various unions covering
approximately 35% of the Company’s hourly full-time and seasonal employees. Of the unionized
employees, 35% are covered under a collective bargaining agreement that will expire within one year
and the remaining 65% are covered under collective bargaining agreements expiring beyond the
upcoming year. These agreements are subject to periodic negotiation and renewal. Failure to renew
any of these collective bargaining agreements may result in a strike or work stoppage; however
management does not expect that the outcome of these negotiations and renewals will have a material
adverse impact on the Company’s financial condition or results of operations.
The Company had approximately $143 million of total gross unrecognized tax benefits, including
interest, based on Financial Accounting Standards Board Interpretation No. 48, Accounting for
Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109 (“FIN 48”). The timing of
any payments which could result from these unrecognized tax benefits will depend on a number of
factors, and accordingly the amount and timing of any future payments cannot be reasonably
estimated. We do not expect a significant tax payment related to
these benefits within the next
year.
SOURCES AND USES OF CASH:
2008
2007
2006
(In thousands)
Cash flow provided by (used in):
Operating activities
$
44,563
$
46,322
$
15,921
Investing activities
141,142
(61,383
)
(117,000
)
Financing activities
(185,520
)
16,045
142,832
Foreign currency impact
(6,417
)
3,663
1,849
Increase (decrease) in cash
$
(6,232
)
$
4,647
$
43,602
Operating Activities: The primary drivers of the Company’s operating cash flows are operating
earnings, adjusted for cash generated from or used in net working capital, interest paid and taxes
paid or refunded. The Company defines net working capital as the sum of receivables, inventories,
prepaid expenses and other current assets less accounts payable and accrued liabilities. Factors
that impact the Company’s operating earnings that do not impact cash flows include depreciation and
amortization, gains and losses on the sale and write-off of assets, pension and other
postretirement benefit expense, provision for deferred taxes, minority interests, equity earnings
and unrealized gains or losses on financial instruments.
Changes in working capital generally correspond to operating activity. For example, as sales
increase, a larger investment in working capital is typically required. Management attempts to keep
the Company’s investment in net working capital to a reasonable minimum by closely monitoring
inventory levels and matching production to expected market demand, keeping tight control over
collection of receivables and optimizing payment terms on its trade and other payables. Debt levels
and interest rates impact interest payments, and tax payments are impacted by tax rates, the tax
jurisdiction of earnings and the availability of tax operating losses.
Cash
flows provided by operating activities were $44.6 million in 2008 compared to cash flows
provided by operating activities of $46.3 million in the prior year. The change was
primarily due
to net income in 2008 compared with a net loss in 2007, lower levels of accounts receivable and a
smaller increase in inventory balances offset by lower levels of accounts payable and accrued
liabilities. The change in inventories was driven primarily by a reduction of raw material
purchases in the packaged foods segment. Lower levels of accounts payable and accrued liabilities
were attributable to the timing of payments to suppliers and growers and reduced inventory
purchases at year-end. Cash flows provided by operations in 2007 were $46.3 million
compared to
cash flows provided by operating activities of $15.9 million in 2006. The increase was
primarily
due to a lower net loss during 2007 and higher levels of accounts payable partially offset by
higher levels of accounts receivable and an increase in the investment in inventory. Higher
accounts payable was attributable to the timing of payments to suppliers and growers and additional
inventory-related purchases. The increase in inventory was driven mainly by a build up in finished
goods inventory in the packaged foods segment in anticipation of 2008 sales and the impact of
higher product costs. In addition, there were higher crop growing costs in the fresh fruit segment
due to the timing of plantings.
12
Investing Activities: Cash flows provided by investing activities increased to $141.1 million
in 2008 from $61.4 million used in investing activities in the prior year.
The increase during 2008
was primarily due to $214 million of cash proceeds
received from the sale of assets held-for-sale during 2008.
Capital expenditures in 2008 were also lower by $21.7 million. Cash flows used in investing
activities in 2007 decreased to $61.4 million from $117 million in 2006. The decrease in cash
outflow during 2007 was primarily due to $30.5 million of cash proceeds received on the sale of
land parcels in central California by two limited liability companies in which the company is a
majority owner, $11 million of cash proceeds received on sales of other assets and lower levels of
capital expenditures of $18.2 million.
Financing Activities: Cash flows used in financing activities increased to $185.5 million in
2008 from $16 million provided by financing activities in the prior year.
The increase was
primarily due to higher current year debt principal payments, net of borrowings of $172 million versus 2007 net
borrowings of $26.5 million.
Cash flows provided by financing activities in 2007 decreased to $16
million from $142.8 million in 2006. The decrease was primarily due to lower 2007 borrowings, net
of repayments of $26.5 million versus 2006 net borrowings of $339.4 million and the absence of an
equity contribution of $28.4 million made by Dole Holding Company, LLC, the Company’s immediate
parent (“DHC”) during 2006. These items were partially offset by the absence of $163.7 million of
dividends paid to DHC during 2006 as well as a net return of capital payment to DHC of $31 million.
At
January 3, 2009, the Company had total outstanding long-term borrowings of $2.2 billion,
consisting primarily of $1.1 billion of unsecured senior notes and debentures due
2009 through 2013 ($405.5 million of which is classified as current)
and $1 billion of secured debt (consisting of revolving credit and term loan facilities and capital
lease obligations).
Capital Contributions and Return of Capital: There were no capital contributions or return of
capital transactions during 2008.
On March 3, 2006, DHM Holding Company, Inc. (“HoldCo”) executed a $150 million senior secured
term loan agreement. In March 2006, HoldCo contributed $28.4 million to its wholly-owned
subsidiary, DHC, the Company’s immediate parent, which contributed the funds to the Company. As
planned, in October 2006, the Company declared a cash capital repayment of $28.4 million to DHC,
returning the $28.4 million capital contribution made by DHC in March 2006. The Company repaid this
amount during the fourth quarter of 2006.
On October 4, 2006, the Company loaned $31 million to DHC, which then dividended the funds to
HoldCo for contribution to Westlake Wellbeing Properties, LLC. In connection with this funding, an
intercompany loan agreement was entered into between DHC and the Company. DHC has no operations and
would need to repay the loan with a dividend from the Company, a contribution from HoldCo, or
through a financing transaction. It is currently anticipated that amounts under the intercompany
loan agreement will be replaced with dividend proceeds or the loan will be forgiven in the future.
The Company has accounted for the intercompany loan as a distribution of additional paid-in
capital.
April 2006 Debt Refinancing: In April, 2006, the Company completed an amendment and
restatement of its senior secured credit facilities. The purposes of this refinancing included
increasing the combined size of the Company’s revolving credit and letter of credit facilities,
eliminating certain financial maintenance covenants, realizing currency gains arising out of the
Company’s then existing yen-denominated term loan and refinancing the higher-cost bank
indebtedness of DHC at the lower-cost Dole Food Company, Inc. level. The Company obtained $975
million of term loan facilities and $100 million in a pre-funded letter of credit facility. The
proceeds of the term loans were used to repay the then outstanding term loans and revolving credit
facilities, as well as pay a dividend of $160 million to DHC, which proceeds were used to repay its
Second Lien Senior Credit Facility.
In addition, the Company entered into a new asset based revolving credit facility (“ABL
revolver”) of $350 million. The facility is secured by and is subject to a borrowing base
consisting of up to 85% of eligible accounts receivable plus a predetermined percentage of eligible
inventory, as defined in the credit facility.
2009 Debt Maturity: During the second quarter of 2008, the Company reclassified to current
liabilities its $350 million 8.625% notes due May 2009 (“2009 Notes”). The Company also completed
the early redemption of $5 million of the 2009 Notes during the third quarter of 2008.
13
On February 13, 2009,
the Company commenced a tender offer to purchase for cash any and all of
the outstanding 2009 Notes for a purchase price equal to $980 per $1,000 of 2009 Notes validly
tendered, with a consent payment of an additional $20 per $1,000 of 2009 Notes tendered for early tenders.
In connection with the tender offer, the Company is also seeking consents to certain
amendments to the indenture governing such notes to eliminate substantially all of the restrictive
covenants and certain events of default contained therein. On March 4, 2009, the Company announced
that it has received the required consents necessary to amend the indenture with respect to the 2009 Notes and,
accordingly, executed the supplemental indenture effecting such amendments, which will become operative when the
Company accepts and pays for the tendered 2009 Notes.
The tender offer is set to expire on
March 13, 2009, unless extended by the Company.
The Company is currently in the
process of offering $325 million of senior secured notes in a transaction exempt from the registration requirements of the
Securities Act of 1933. The Company intends to use the net proceeds from this offering, together with borrowings under the
revolving credit facility, to purchase all of the outstanding 2009 Notes.
A failure by the Company to timely
pay the 2009 Notes at or before maturity would constitute an event of default which could have a material adverse effect on
the Company’s business, financial condition and results of operations. See “Guarantees, Contingencies and Debt Covenants”
in this Management’s Discussion and Analysis.
As of January 3, 2009,
the ABL revolver borrowing base was $328.6 million and the amount outstanding under the ABL revolver was $150.5
million. After taking into account approximately $5.3 million of outstanding letters of credit issued under the
ABL revolver, the Company had approximately $172.8 million available for borrowings as of January 3, 2009. Amounts
outstanding under the term loan facilities were $835.4 million at January 3, 2009. In addition, the Company had
approximately $71 million of letters of credit and bank guarantees outstanding under its pre-funded letter of
credit facility at January 3, 2009.
Refer to Note 12 of the
Consolidated Financial Statements for additional details of the Company’s outstanding debt.
In addition to amounts available
under the revolving credit facility, the Company’s subsidiaries have
uncommitted lines of credit of approximately $142.9 million at various local banks, of which $85.3 million was
available at January 3, 2009. These lines of credit are used primarily for short-term borrowings, foreign currency
exchange settlement and the issuance of letters of credit or bank guarantees. Several of the Company’s uncommitted
lines of credit expire in 2009 while others do not have a commitment expiration date. These arrangements may be
cancelled at any time by the Company or the banks. The Company’s ability to utilize these lines of credit may be
impacted by the terms of its senior secured credit facilities and bond indentures.
14
GUARANTEES, CONTINGENCIES AND DEBT COVENANTS:
The Company is a guarantor of indebtedness of some of its key fruit suppliers and other
entities integral to the Company’s operations. At January 3, 2009, guarantees of $3.2 million
consisted primarily of amounts advanced under third-party bank agreements to independent growers
that supply the Company with product. The Company has not historically experienced any significant
losses associated with these guarantees.
The Company issues letters of credit and bank guarantees through its ABL revolver and its
pre-funded letter of credit facilities, and, in addition, separately through major banking
institutions. The Company also provides insurance company issued bonds. These letters of credit,
bank guarantees and insurance company bonds are required by certain regulatory authorities,
suppliers and other operating agreements. As of January 3, 2009, total letters of credit, bank
guarantees and bonds outstanding under these arrangements were $107.3 million, of which $71 million
were issued under Dole’s pre-funded letter of credit facility.
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 $218.8 million of its subsidiaries’ obligations to their
suppliers and other third parties as of January 3, 2009.
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.
As disclosed in Note 18 to the Consolidated Financial Statements, the Company is subject to
legal actions, most notably related to the Company’s prior use of the agricultural chemical
dibromochloropropane, or “DBCP”. 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 Company’s business, financial condition or results of operations.
Provisions under the senior secured credit facilities and the indentures to the senior notes
and debentures require the Company to comply with certain covenants. These covenants include
limitations on, among other things, indebtedness, investments, loans to subsidiaries, employees and
third parties, the issuance of guarantees and the payment of dividends. The Company could borrow
approximately an additional $269.6 million at January 3,2009 and remain within its covenants; this figure represents the unused capacity under the
Company’s revolving credit facility plus the unused portion of the
exception baskets pursuant to the indebtedness covenant under the
Company’s
senior secured credit facilities. The senior secured revolving credit facility
contains a “springing covenant,” but that covenant has never been effective
and would only become effective if the availability under the revolving credit
facility were to fall below $35 million for any eight consecutive business days,
which it has never done during the life of such facility. In the event that such
availability were to fall below $35 million for such eight consecutive business day period,
the “springing covenant” would require that the
Company’s fixed charge coverage ratio,
defined as (x) consolidated EBITDA for the four consecutive fiscal quarters then ending
divided by (y) consolidated fixed charges for such four fiscal quarter period, equal or
exceed 1.00:1.00. The Company expects such fixed charge coverage ratio to continue to be in excess of 1.00:1.00. At
January 3, 2009, the Company was in compliance with all applicable covenants contained in the
indentures and senior secured credit facilities. The Company has
received approval from its lenders for an amendment to its senior
secured credit facilities to, among other things, permit the Company to issue
a certain amount of junior lien notes. The amendment to the term
loan facilities, if entered into, will impose a first priority
secured leverage maintenance covenant on the Company, which the
Company expects to continue to be able to satisfy.
A breach of a covenant or other provision in a
debt instrument governing the Company’s
current or future indebtedness could result in a default under that instrument and, due to
cross-default and cross-acceleration provisions, could result in a default under the Company’s
other debt instruments. Upon the occurrence of an event of default under the senior secured credit
facilities or other debt instrument, the lenders or holders of such other debt instruments
could elect to declare all amounts outstanding to be immediately due and payable and terminate all
commitments to extend further credit. If the Company were unable to repay those amounts, the
lenders could proceed against the collateral granted to them, if any, to secure the indebtedness.
If the lenders under the Company’s current indebtedness were to accelerate the payment of the indebtedness,
the Company cannot give assurance that its assets or cash flow would be sufficient to repay in full
its outstanding indebtedness, in which event the Company likely would seek reorganization or
protection under bankruptcy or other, similar laws.
The Company’s parent, DHM Holding Company, Inc. (“HoldCo”), entered into an amended and
restated loan agreement for $135 million on March 17, 2008 in connection with its investment in
Westlake Wellbeing Properties, LLC. The obligations under such loan agreement mature on March 3,2010. In addition, a $20 million principal payment on the loan is due on June 17, 2009. Failure to
make this payment when it becomes due would give lenders under this loan agreement the right to
accelerate that debt. HoldCo is a party to the Company’s senior secured credit facilities, and any
failure of Holdco to pay the $20 million principal payment by June 17, 2009 or any other default
under the Holdco agreement would result in a default under the Company’s senior secured credit
facilities under the
15
existing cross-default and cross-acceleration provisions set forth in those senior secured
credit facilities. If such a default were to occur, the Company’s senior secured credit facilities
could be declared due at the request of the lenders holding a majority of the senior secured debt
under the applicable agreement and unless the default were waived the Company would no longer have
the ability to request advances or letters of credit under its revolving credit facility. The
acceleration of the indebtedness under the senior secured credit facilities would, if not cured
within 30 days, also allow the holders of 25% or more in principal amount of any series of the
Company’s notes or debentures to accelerate the maturity of such series. Although HoldCo
has assured the Company that it expects to have sufficient funds available from its shareholders to
timely make the $20 million principal payment by June 17, 2009, there is no assurance that it will
occur.
Critical Accounting Policies and Estimates
The preparation of the Consolidated Financial Statements requires management to make estimates
and assumptions that affect reported amounts. These estimates and assumptions are evaluated on an
ongoing basis and are based on historical experience and on other factors that management believes
are reasonable. Estimates and assumptions include, but are not limited to, the areas of customer
and grower receivables, inventories, impairment of assets, useful lives of property, plant and
equipment, intangible assets, marketing programs, income taxes, self-insurance reserves, retirement
benefits, financial instruments and commitments and contingencies.
The Company believes that the following represent the areas where more critical estimates and
assumptions are used in the preparation of the Consolidated Financial Statements. Refer to Note 2
of the Consolidated Financial Statements for a summary of the Company’s significant accounting
policies.
Application of Purchase Accounting: The Company’s acquisitions require the application of
purchase accounting in accordance with Statement of Financial Accounting Standards No. 141,
Business Combinations. This results in tangible and identifiable intangible assets and liabilities
of the acquired entity being recorded at fair value. The difference between the purchase price and
the fair value of net assets acquired is recorded as goodwill.
In determining the fair values of assets and liabilities acquired in a business combination,
the Company uses a variety of valuation methods including present value, depreciated replacement
cost, market values (where available) and selling prices less costs to dispose. Valuations are
performed by either independent valuation specialists or by Company management, where appropriate.
Assumptions must often be made in determining fair values, particularly where observable
market values do not exist. Assumptions may include discount rates, growth rates, cost of capital,
royalty rates, tax rates and remaining useful lives. These assumptions can have a significant
impact on the value of identifiable assets and accordingly can impact the value of goodwill
recorded. Different assumptions could result in materially different values being attributed to
assets and liabilities. Since these values impact the amount of annual depreciation and
amortization expense, different assumptions could also significantly impact the Company’s statement
of operations and could impact the results of future impairment reviews.
Grower Advances: The Company makes advances to third-party growers primarily in Latin America
and Asia for various farming needs. Some of these advances are secured with property or other
collateral owned by the growers. The Company monitors these receivables on a regular basis and
records an allowance for these grower receivables based on estimates of the growers’ ability to
repay advances and the fair value of the collateral. These estimates require significant judgment
because of the inherent risks and uncertainties underlying the growers’ ability to repay these
advances. These factors include weather-related phenomena, government-mandated fruit prices,
16
market responses to industry volume pressures, grower competition, fluctuations in local
interest rates, economic crises, security risks in developing countries, political instability,
outbreak of plant disease, inconsistent or poor farming practices of growers, and foreign currency
fluctuations. The aggregate amounts of grower advances made during fiscal years 2008, 2007 and 2006
were approximately $170.7 million, $172.4 million and $156.5 million, respectively. Net grower
advances receivable were $49.5 million and $51.8 million at January 3, 2009 and December 29, 2007,
respectively.
Long-Lived Assets: The Company’s long-lived assets consist of 1) property, plant and
equipment and amortized intangibles and 2) goodwill and indefinite-lived intangible assets.
1) Property, Plant and Equipment and Amortized Intangibles: The Company depreciates property,
plant and equipment and amortizes intangibles principally by the straight-line method over the
estimated useful lives of these assets. Estimates of useful lives are based on the nature of the
underlying assets as well as the Company’s experience with similar assets and intended use.
Estimates of useful lives can differ from actual useful lives due to the inherent uncertainty in
making these estimates. This is particularly true for the Company’s significant long-lived assets
such as land improvements, buildings, farming machinery and equipment, vessels and containers and
customer relationships. Factors such as the conditions in which the assets are used, availability
of capital to replace assets, frequency of maintenance, changes in farming techniques and changes
to customer relationships can influence the useful lives of these assets. Refer to Notes 10 and 11
of the Consolidated Financial Statements for a summary of useful lives by major asset category and
for further details on the Company’s intangible assets, respectively. The Company incurred
depreciation expense from continuing operations of approximately $133.4 million, $146.9 million and
$139 million in 2008, 2007 and 2006, respectively, and amortization expense of approximately $4.3
million, $4.5 million and $4.5 million in fiscal 2008, 2007 and 2006.
The Company reviews property, plant and equipment and amortizable intangibles to be held and
used for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. If an evaluation of recoverability is required, the estimated total
undiscounted future cash flows directly associated with the asset is compared to the asset’s
carrying amount. If this comparison indicates that there is an impairment, the amount of the
impairment is calculated by comparing the carrying value to the discounted expected future cash
flows expected to result from the use of the asset and its eventual disposition or comparable
market values, depending on the nature of the asset. Changes in commodity pricing, weather-related
phenomena and other market conditions are events that have historically caused the Company to
assess the carrying amount of its long-lived assets.
17
2) Goodwill and Indefinite-Lived Intangible Assets: The Company’s indefinite-lived intangible
assets consist of the DOLE® brand trade name, with a carrying value of $689.6 million. In
determining whether intangible assets have indefinite lives, the Company considers the expected use
of the asset, legal or contractual provisions that may limit the life of the asset, length of time
the intangible has been in existence, as well as competitive, industry and economic factors. The
determination as to whether an intangible asset is indefinite-lived or amortizable could have a
significant impact on the Company’s statement of operations in the form of amortization expense and
potential future impairment charges.
Goodwill and indefinite-lived intangible assets are tested for impairment annually and
whenever events or circumstances indicate that an impairment may have occurred. Indefinite-lived
intangibles are tested for impairment by comparing the fair value of the asset to the carrying
value.
Goodwill is tested for impairment by comparing the fair value of a reporting unit with its net
book value including goodwill. Fair values of reporting units are determined based on discounted
cash flows, market multiples or appraised values, as appropriate, which requires making estimates
and assumptions including pricing and volumes, industry growth rates, future business plans,
profitability, tax rates and discount rates. If the fair value of the reporting unit exceeds its
carrying amount, then goodwill of that reporting unit is not considered to be impaired. If the
carrying amount of the reporting unit exceeds its fair value, then the implied fair value of
goodwill is determined in the same manner as the amount of goodwill recognized in a business
combination is determined. An impairment loss is recognized if the implied fair value of goodwill
is less than its carrying amount. Changes to assumptions and estimates can significantly impact the
fair values determined for reporting units and the implied value of goodwill, and consequently can
impact whether or not an impairment charge is recognized, and if recognized, the size thereof.
Management believes that the assumptions used in the Company’s annual impairment review are
appropriate.
Income Taxes: Deferred income taxes are recognized for the income tax effect of temporary
differences between financial statement carrying amounts and the income tax bases of assets and
liabilities. The Company’s provision for income taxes is based on domestic and international
statutory income tax rates in the jurisdictions in which it operates. The Company regularly reviews
its deferred income tax assets to determine whether future taxable income will be sufficient to
realize the benefits of these assets. A valuation allowance is provided for deferred income tax
assets for which it is deemed more likely than not that future taxable income will not be
sufficient to realize the related income tax benefits from these assets. In making such
determination, the Company considers all available positive and negative evidence, including
scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning
strategies and recent financial operations. In the event it is determined that the Company will not
be able to realize its net deferred tax assets in the future, the Company will reduce such amounts
through a charge to income in the period such determination is made. Conversely, if it is
determined that the Company will be able to realize deferred tax assets in excess of the carrying
amounts, the Company will decrease the recorded valuation allowance through a credit to income in
the period that such determination is made.
At January 3, 2009, the Company’s estimates of future taxable income to recover its existing
U.S. federal deferred tax assets totaling approximately $114 million are principally related to the
realization of income on appreciated non-core assets, including income to be generated from the
reversal of the related existing taxable temporary differences upon the sale of such assets.
Although the Company currently believes it will be able to sell such assets in amounts sufficient
to realize its U.S. federal deferred tax assets, the ultimate sale prices for such assets are
dependent on future market conditions and may vary from those currently expected by the Company.
If the Company is unable to sell such assets at the amounts currently anticipated, additional
valuation allowances would be necessary which would result in the recognition of additional income
tax expense in the Company’s consolidated statements of operations.
Significant judgment is required in determining income tax provisions under Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes, and in evaluating tax
positions. The Company establishes additional provisions for income taxes when, despite the belief
that tax positions are fully supportable, there remain certain positions that do not meet the
minimum probability threshold, as defined by FIN 48, which is a tax position that is more likely
than not to be sustained upon examination by the applicable taxing authority. In the normal course
of business, the Company and its subsidiaries are examined by various federal, state and foreign
tax authorities. The Company regularly assesses the potential outcomes of these examinations and
any future
18
examinations for the current or prior years in determining the adequacy of its provision for
income taxes. The Company continually assesses the likelihood and amount of potential adjustments
and adjusts the income tax provision, the current tax liability and deferred taxes in the period in
which the facts that give rise to a revision become known.
Refer to Note 7 of the Consolidated Financial Statements for additional information about the
Company’s income taxes.
Pension and Other Postretirement Benefits: The Company has qualified and nonqualified defined
benefit pension plans covering some of its full-time employees. Benefits under these plans are
generally based on each employee’s eligible compensation and years of service, except for hourly
plans, which are based on negotiated benefits. In addition to pension plans, the Company has OPRB
plans that provide health care and life insurance benefits for eligible retired employees. Covered
employees may become eligible for such benefits if they fulfill established requirements upon
reaching retirement age. Pension and OPRB costs and obligations are calculated based on actuarial
assumptions including discount rates, health care cost trend rates, compensation increases,
expected return on plan assets, mortality rates and other factors.
Pension obligations and expenses are most sensitive to the expected return on pension plan
assets and discount rate assumptions. OPRB obligations and expenses are most sensitive to discount
rate assumptions and health care cost trend rates. The Company determines the expected return on
pension plan assets based on an expectation of average annual returns over an extended period of
years for the asset classes in which the plan’s assets are invested. In the absence of a change in
the Company’s asset allocation or investment philosophy, this estimate is not expected to vary
significantly from year to year. The Company’s 2008 and 2007 pension expense was determined using
an expected rate of return on U.S. plan assets of 8%. At January 3, 2009, the Company’s U.S.
pension plan investment portfolio was invested approximately 45% in equity securities, 53% in fixed
income securities and 2% in private equity and venture capital funds. A 25 basis point change in
the expected rate of return on pension plan assets would impact annual pension expense by $0.5
million.
The Company’s U.S. pension plan’s discount rate of 6.75% in 2008 and 6.25% in 2007 was
determined based on a hypothetical portfolio of high-quality, non-callable, zero-coupon bond
indices with maturities that approximate the duration of the liabilities in the Company’s pension
plans. A 25 basis point decrease in the assumed discount rate would increase the projected benefit
obligation by $5.8 million and increase the annual expense by $0.2 million.
The Company’s foreign pension plans’ weighted average discount rate was 8.3% and 7.52% for
2008 and 2007, respectively. A 25 basis point decrease in the assumed discount rate of the foreign
plans would increase the projected benefit obligation by approximately $3.5 million and increase
the annual expense by approximately $0.5 million.
While management believes that the assumptions used are appropriate, actual results may differ
materially from these assumptions. These differences may impact the amount of pension and other
postretirement obligations and future expense. Refer to Note 13 of the Consolidated Financial
Statements for additional details of the Company’s pension and other postretirement benefit plans.
Litigation: 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. Changes in accruals are part of the ordinary, recurring course of
business, in which management, after consultation with legal counsel, is required to make estimates
of various amounts for business planning purposes, as well as for accounting and SEC reporting
purposes. These changes are reflected in the reported earnings of the Company each quarter. The
litigation accruals at any time reflect updated assessments of the then existing pool of claims and
legal actions. Actual litigation settlements could differ materially from these accruals.
19
Recently Adopted and Recently Issued Accounting Pronouncements
See Note 2 to the Consolidated Financial Statements for information regarding the Company’s
adoption of new and recently issued accounting pronouncements.
Other Matters
European Union (“EU”) Banana Import Regime: On January 1, 2006, the EU implemented a “tariff
only” import regime for bananas. The 2001 Understanding on Bananas between the European Communities
and the United States required the EU to implement a tariff only banana import system on or before
January 1, 2006, and the EU’s banana regime change was therefore expected by that date.
Banana imports from Latin America are subject to a tariff of 176 euro per metric ton for entry
into the EU market. Under the EU’s previous banana regime, banana imports from Latin America were
subject to a tariff of 75 euro per metric ton and were also subject to import license requirements
and volume quotas. License requirements and volume quotas had the effect of limiting access to the
EU banana market.
Although all Latin bananas are subject to a tariff of 176 euro per metric ton, the EU had
allowed up to 775,000 metric tons of bananas from African, Caribbean, and Pacific (“ACP”) countries
to be imported annually to the EU duty-free. This preferential treatment of a zero tariff on up to 775,000
tons of ACP banana imports, as well as the 176 euro per metric ton tariff applied to Latin banana
imports, was challenged by Panama, Honduras, Nicaragua, and Colombia in consultation proceedings at
the World Trade Organization (“WTO”). In addition, both Ecuador and the United States formally
requested the WTO Dispute Settlement Body (“DSB”) to appoint panels to review the matter. In
preliminary rulings on December 10, 2007 and February 6, 2008, the DSB ruled against the EU and in
favor of Ecuador and the United States, respectively. The DSB publicly issued a final ruling
maintaining its preliminary findings in favor of Ecuador on April 7, 2008 and publicly issued its
final ruling maintaining its preliminary findings in favor of the United States on May 19, 2008.
The DSB issued its final and definitive written rulings in favor of Ecuador and the United
States on November 27, 2008, concluding that the 176 euro per metric ton tariff is inconsistent
with WTO trade rules. The DSB also considered that the prior duty-free tariff reserved for ACP
countries was inconsistent with WTO trade rules but also recognized that, with the current entry
into force of Economic Partnership Agreements (“EPAs”) between the EU and ACP countries, ACP
bananas now may have duty-free, quota-free access to the EU market.
The Company expects that the current tariff applied to Latin banana imports will be lowered in
order that the EU may comply with these DSB rulings and with the WTO trade rules. The DSB rulings
did not indicate the amount the EU banana tariff should be lowered, and the Company encourages a
timely resolution through negotiations among the EU, the U.S., and the Latin banana producing
countries. Without the specifics of any proposed tariff reduction or the EU’s proposed timetable
for such tariff reduction, the Company cannot yet determine what potential effects this outcome
will have for the Company; however, the Company believes that the DSB rulings were a favorable
outcome in that the EU banana tariff should be lowered.
Impact of Hurricane Katrina: During the third quarter of 2005, the Company’s operations in
the Gulf Coast area of the United States were impacted by Hurricane Katrina. The Company’s fresh
fruit division utilizes the Gulfport, Mississippi port facility to receive and store product from
its Latin American operations. The Gulfport facility, which is leased from the Mississippi Port
Authority, incurred significant damage from Hurricane Katrina. As a result of the damage sustained
at the Gulfport terminal, the Company diverted shipments to other Dole port facilities including
Freeport, Texas; Port Everglades, Florida; and Wilmington, Delaware. The Company resumed
discharging shipments of fruit and other cargo in Gulfport at the beginning of the fourth quarter
of 2005. The rebuilding of the Company’s Gulfport facility was completed during 2007.
The financial impact to the Company’s fresh fruit operations included the loss of cargo and
equipment, property damage and additional costs associated with re-routing product to other ports
in the region. Equipment that was destroyed or damaged included refrigerated and dry shipping
containers, as well as chassis and generator-sets used for land transportation of the shipping
containers. The Company maintains customary insurance for its property, including shipping
containers, as well as for business interruption.
20
The Hurricane Katrina related expenses, insurance proceeds and net gain (loss) on the
settlement of the claims for 2007, 2006, and 2005 are as follows:
2007
2006
2005
Cumulative
(In thousands)
Total Cargo and Property Policies:
Expenses
$
(551
)
$
(1,768
)
$
(10,088
)
$
(12,407
)
Insurance proceeds
9,607
8,004
6,000
23,611
Net gain (loss)
$
9,056
$
6,236
$
(4,088
)
$
11,204
Total expenses of $12.4 million include direct incremental expenses of $6.1 million,
write-offs of owned assets with a net book value of $4.1 million and leased assets of $2.2 million
representing amounts due to lessors. The Company settled all of its cargo claim for $9.2 million in
December 2006 and, as a result, recognized a gain of $5.2 million in 2006. In December 2007, the
Company settled all of its property claim for $14.4 million. The Company realized a gain of $9.1
million in 2007 associated with the settlement of its property claim, of which $5.2 million was for
the reimbursement of lost and damaged property. The realized gains associated with the settlements
of both the cargo and property claims are recorded in cost of products sold in the consolidated
statement of operations in 2007 and 2006.
Derivative Instruments and Hedging Activities: The Company uses derivative instruments to
hedge against fluctuations in interest rates, foreign currency exchange rate movements and bunker
fuel prices. The Company does not utilize derivatives for trading or other speculative purposes.
Through the first quarter of 2007, all of the Company’s derivative instruments, with the
exception of the cross currency swap, were designated as effective hedges of cash flows as defined
by Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and
Hedging Activities, as amended (“FAS 133”). However, during the second quarter of 2007, the Company
elected to discontinue its designation of both its foreign currency and bunker fuel hedges as cash
flow hedges under FAS 133. The interest rate swap continues to be accounted for as a cash flow
hedge under FAS 133. As a result, all changes in the fair value of the Company’s derivative
financial instruments from the time of discontinuation of hedge accounting are reflected in the
Company’s consolidated statements of operations.
Unrealized gains (losses) on the Company’s foreign currency and bunker fuel hedges and the
cross currency swap by reporting segment were as follows:
Through the first quarter of 2007, all of the Company’s derivative instruments were designated
as effective hedges of cash flows as defined by FAS 133. Therefore, all unrealized gains (losses)
on foreign currency and bunker fuel hedges for 2006 were included as a component of other
comprehensive income (loss) in shareholders’ equity. Unrealized losses for 2006 included in the
table above relate to the ineffective portion of bunker fuel hedges.
For information regarding the Company’s derivative instruments and hedging activities, refer
to Note 17 to the consolidated financial statements.
Supplemental Financial Information
The following financial information has been presented, as management believes that it is
useful information to some readers of the Company’s Consolidated Financial Statements:
Depreciation and amortization from continuing operations
137,660
151,381
143,530
Operating Income Before Depreciation and Amortization
(“OIBDA”)
$
412,278
$
300,665
$
279,508
Net unrealized (gain) loss on foreign currency and
bunker fuel hedges
(1,677
)
11,316
1,088
Adjusted OIBDA
$
410,601
$
311,981
$
280,596
Adjusted OIBDA margin
5.4
%
4.6
%
4.7
%
Capital expenditures from continuing operations
$
73,899
$
104,015
$
114,979
“Adjusted OIBDA” is defined as adjusted operating income before depreciation and amortization
from continuing operations. Adjusted OIBDA is calculated by adding depreciation and amortization to
GAAP operating income and adding (subtracting) net unrealized losses (gains) on foreign currency
and bunker fuel hedges. Adjusted OIBDA margin is defined as the ratio of Adjusted OIBDA, as
defined, relative to net revenues. Adjusted OIBDA is reconciled to
GAAP operating income in the tables above. Adjusted OIBDA and Adjusted OIBDA margin
fluctuated primarily due to the same factors that impacted the changes in operating income and
segment EBIT discussed previously. The Company presents Adjusted OIBDA and Adjusted OIBDA margin
because management believes, similar to EBIT, Adjusted OIBDA is a useful performance measure for
the Company. In addition, Adjusted OIBDA is presented because management believes it, or a similar
measure is
22
frequently used by securities analysts, investors in our debt securities, and others in
the evaluation of companies, and because certain debt covenants in the Company’s senior notes
indentures are tied to measures fundamentally similar to Adjusted OIBDA. For some of the same
reasons, management internally uses a similar version of Adjusted OIBDA for decision making and to
evaluate Company performance.
Adjusted OIBDA and Adjusted OIBDA margin should not be considered in isolation from or as a
substitute for operating income, net income and other consolidated income statement data prepared
in accordance with GAAP or as a measure of profitability. Additionally, the Company’s computation
of Adjusted OIBDA and Adjusted OIBDA margin may not be comparable to other similarly titled
measures computed by other companies, because all companies do not calculate Adjusted OIBDA and
Adjusted OIBDA margin in the same manner.
This Management’s Discussion and Analysis contains forward-looking statements that involve a
number of risks and uncertainties. Forward-looking statements, which are based on management’s
assumptions and describe the Company’s 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 Company’s actual
results to differ materially from those expressed or implied herein include weather-related
phenomena; market responses to industry volume pressures; product and raw material supplies and
pricing; changes in interest and currency exchange rates; economic crises in developing countries;
quotas, tariffs and other governmental actions and international conflict.
Quantitative and Qualitative Disclosures About Market Risk
As a result of its global operating and financing activities, the Company is exposed to market
risks including fluctuations in interest rates, fluctuations in foreign currency exchange rates and
changes in commodity pricing. The Company uses derivative instruments to hedge against
fluctuations in interest rates, foreign currency exchange rate movements and bunker fuel prices.
The Company does not utilize derivatives for trading or other speculative purposes.
Interest Rate Risk: As a result of its normal borrowing and leasing activities, the Company’s
operating results are exposed to fluctuations in interest rates. The Company has short-term and
long-term debt with both fixed and variable interest rates.
Short-term debt primarily comprises
the current portion of long-term debt maturing within twelve months from the balance sheet date.
Short-term debt also includes unsecured notes payable to banks and bank lines of credit used to
finance working capital requirements. Long-term debt represents publicly held unsecured notes and
debentures, as well as amounts outstanding under the Company’s senior secured credit facilities.
As of January 3, 2009, the Company had $1.1 billion of fixed-rate debt and $1.8 million of
fixed-rate capital lease obligations and other debt with a combined weighted-average interest rate
of 8.2% and a fair value of $820.3 million. The Company currently estimates that a 100 basis point
increase in prevailing market interest rates would decrease the fair value of its fixed-rate debt
by approximately $12.3 million.
As of January 3, 2009, the Company had the following variable-rate arrangements: $986 million
of variable-rate debt with a weighted-average interest rate of 3.3% and $58.6 million of
variable-rate capital lease obligations with a weighted-average interest rate of 6.6%. Interest
expense under the majority of these arrangements is based on the London Interbank Offered Rate
(“LIBOR”). The Company currently estimates that a 100 basis point increase in LIBOR would lower
pretax income by $10.5 million.
As part of the Company’s strategy to manage the level of exposure to fluctuations in interest
rates, the Company entered into an interest rate swap agreement that effectively converted $320
million of variable-rate term loan debt to a fixed-rate basis. The interest rate swap fixed the
interest rate at 7.2%. The paying and receiving rates under the interest rate swap were 5.49% and
4.82% as of January 3, 2009. The fair value of the interest rate swap at January 3, 2009 was a
liability of $26.5 million.
The Company also executed a cross currency swap to synthetically convert $320 million of term
loan debt into Japanese yen denominated debt in order to effectively lower the U.S. dollar fixed
interest rate of 7.2% to a Japanese
yen interest rate of 3.6%. The fair value of the cross currency swap was a liability of $40.5
million at January 3, 2009.
23
Foreign Currency Exchange Risk: The Company has production, processing, distribution and
marketing operations worldwide in more than 90 countries. Its international sales are usually
transacted in U.S. dollars and major European and Asian currencies. Some of the Company’s costs are
incurred in currencies different from those received from the sale of products. Results of
operations may be affected by fluctuations in currency exchange rates in both sourcing and selling
locations.
The Company has significant sales denominated in Japanese yen as well as European sales
denominated primarily in euro and Swedish krona. Product and shipping costs associated with a
significant portion of these sales are U.S. dollar-denominated. In 2008, the Company had
approximately $680 million of annual sales denominated in Japanese yen, $1.8 billion of annual
sales denominated in euro, and $525 million of annual sales denominated in Swedish krona. If U.S.
dollar exchange rates versus the Japanese yen, euro and Swedish krona during 2008 had remained
unchanged from 2007, the Company’s revenues and operating income would have been lower by
approximately $216 million and $70 million, respectively, excluding the impact of hedges. In
addition, the Company currently estimates that a 10% strengthening of the U.S. dollar relative to
the Japanese yen, euro and Swedish krona would lower operating income by approximately $76 million,
excluding the impact of foreign currency exchange hedges.
The Company sources the majority of its products in foreign locations and accordingly is
exposed to changes in exchange rates between the U.S. dollar and currencies in these sourcing
locations. The Company’s exposure to exchange rate fluctuations in these sourcing locations is
partially mitigated by entering into U.S. dollar denominated contracts for third-party purchased
product and most other major supply agreements, including shipping contracts. However, the Company
is still exposed to those costs that are denominated in local currencies. The most significant
production currencies to which the Company has exchange rate risk are the Thai baht, Philippine
peso, Chilean peso and South African rand. If U.S. dollar exchange rates versus these currencies
during 2008 had remained unchanged from 2007, the Company’s operating income would have been higher
by approximately $20 million. In addition, the Company currently estimates that a 10% weakening of
the U.S. dollar relative to these currencies would lower operating income by approximately $50
million, excluding the impact of foreign currency exchange hedges.
At January 3, 2009, the Company had British pound sterling denominated capital lease
obligations. The British pound sterling denominated capital lease of $58.5 million is owed by
foreign subsidiaries whose functional currency is the U.S. dollar. Fluctuations in the British
pound sterling to U.S. dollar exchange rate resulted in gains that were recognized through results
of operations. In 2008, the Company recognized $21.3 million in unrealized foreign currency
exchange gains related to the British pound sterling denominated capital lease. The Company
currently estimates that the weakening of the value of the U.S. dollar against the British pound
sterling by 10% as it relates to the capital lease obligation would lower operating income by
approximately $6 million.
Some of the Company’s divisions operate in functional currencies other than the U.S. dollar.
The net assets of these divisions are exposed to foreign currency translation gains and losses,
which are included as a component of accumulated other comprehensive loss in shareholders’ equity.
Such translation resulted in unrealized losses of $15.1 million in 2008. The Company has
historically not attempted to hedge this equity risk.
The ultimate impact of future changes to these and other foreign currency exchange rates on
2009 revenues, operating income, net income, equity and comprehensive income is not determinable at
this time.
As part of its risk management strategy, the Company uses derivative instruments to hedge
certain foreign currency exchange rate exposures. The Company’s objective is to offset gains and
losses resulting from these exposures with losses and gains on the derivative contracts used to
hedge them, thereby reducing volatility of earnings. The Company uses foreign currency exchange
forward contracts and participating forward contracts to reduce its risk related to anticipated
dollar equivalent foreign currency cash flows, specifically forecasted revenue transactions and
forecasted operating expenses. Participating forwards are the combination of a put and call option,
structured such that there is no premium payment, there is a guaranteed strike price, and the
Company can benefit from positive foreign currency exchange movements on a portion of the notional
amount.
For the year ended January 3, 2009, net unrealized gains on the Company’s foreign currency
hedge portfolio totaled $6.5 million.
The Company also recorded net realized foreign currency hedging losses of $15.3 million as a
component of cost of products sold in the consolidated statement of operations for the year ended
January 3, 2009. In addition, during 2008, the Company settled early its Canadian dollar hedges
which were expected to settle during 2009, realizing gains of $4.1 million. This gain was also
included as a component of cost of products sold in the consolidated statement of operations.
Commodity Sales Price Risk: Commodity pricing exposures include the potential impacts of
weather phenomena and their effect on industry volumes, prices, product quality and costs. The
Company manages its exposure to commodity price risk primarily through its regular operating
activities, however, significant commodity price fluctuations, particularly for bananas, pineapples
and commodity vegetables could have a material impact on the Company’s results of operations.
Commodity Purchase Price Risk: The Company uses a number of commodities in its operations
including tinplate in its canned products, plastic resins in its fruit bowls, containerboard in its
packaging containers and bunker fuel for its vessels. The Company is most exposed to market
fluctuations in prices of containerboard and fuel. The Company currently estimates that a 10%
increase in the price of containerboard would lower operating income by approximately $17 million
and a 10% increase in the price of bunker fuel would lower operating income by approximately $20
million.
The Company enters into bunker fuel hedges to reduce its risk related to price fluctuations on
anticipated bunker fuel purchases. At January 3, 2009, bunker fuel hedges had an aggregate
outstanding notional amount of 15,018 metric tons. The fair value of the bunker fuel hedges at
January 3, 2009 was a liability of $3.6 million. For the year ended January 3, 2009, the Company
recorded unrealized losses of $4.3 million and realized gains of $0.7 million.
Counterparty Risk: The counterparties to the Company’s derivative instruments contracts
consist of a number of major international financial institutions. The Company has established
counterparty guidelines and regularly monitors its positions and the financial strength of these
institutions. While counterparties to hedging contracts expose the Company to credit-related losses
in the event of a counterparty’s non-performance, the risk would be limited to the unrealized gains
on such affected contracts. The Company does not anticipate any such losses.
25
INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
OF DOLE FOOD COMPANY, INC AND SUBSIDIARIES
Page
Unaudited Financial Statements for the Three Years Ended January 3, 2009:
At January 3, 2009, December 29, 2007 and December 30, 2006, accounts payable included
approximately $6.7 million, $17.8 million and $18 million, respectively, for capital expenditures.
Of the $17.8 million of capital expenditures included in accounts payable at December 29, 2007,
approximately $16.7 million had been paid during fiscal 2008. Of the $18 million of capital
expenditures included in accounts payable at December 30, 2006, approximately $17.4 million had
been paid during fiscal 2007.
During the year ended January 3, 2009, the Company recorded $77.8 million of tax related
adjustments that resulted from changes to unrecognized tax benefits that existed at the time of the
going-private merger transaction. This tax-related adjustment resulted in a decrease to goodwill
and a decrease to the liability for unrecognized tax benefits. Refer to Note 7 — Income Taxes for
additional information.
Dole Food Company, Inc. was incorporated under the laws of Hawaii in 1894 and was
reincorporated under the laws of Delaware in July 2001.
Dole Food Company, Inc. and its consolidated subsidiaries (the “Company”) are engaged in the
worldwide sourcing, processing, distributing and marketing of high quality, branded food products,
including fresh fruit and vegetables, as well as packaged foods.
Operations are conducted throughout North America, Latin America, Europe (including eastern
European countries), Asia (primarily in Japan, Korea, the Philippines and Thailand), the Middle
East and Africa (primarily in South Africa). As a result of its global operating and financing
activities, the Company is exposed to certain risks including changes in commodity pricing,
fluctuations in interest rates, fluctuations in foreign currency exchange rates, as well as other
environmental and business risks in both sourcing and selling locations.
The Company’s principal products are produced on both Company-owned and leased land and are
also acquired through associated producer and independent grower arrangements. The Company’s
products are primarily packed and processed by the Company and sold to wholesale, retail and
institutional customers and other food product companies.
In March 2003, the Company completed a going-private merger transaction (“going-private merger
transaction”). The privatization resulted from the acquisition by David H. Murdock, the Company’s
Chairman, of the approximately 76% of the Company that he and his affiliates did not already own.
As a result of the transaction, the Company became wholly-owned by Mr. Murdock through David H.
Murdock (“DHM”) Holding Company, Inc.
NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidation: The Company’s consolidated financial statements include the accounts
of Dole Food Company, Inc. and its controlled subsidiaries. Intercompany accounts and transactions
have been eliminated in consolidation.
Annual Closing Date: The Company’s fiscal year ends on the Saturday closest to December 31.
The fiscal years 2008, 2007 and 2006 ended on January 3, 2009, December 29, 2007 and December 30,2006, respectively. The Company operates under a 52/53 week year. Fiscal 2008 was a 53-week year.
Fiscal 2007 and 2006 were both 52-week years. The impact of the additional week in fiscal 2008
was not material to the Company’s consolidated statement of operations or consolidated statement of
cash flows.
Revenue Recognition: Revenue is recognized at the point title and risk of loss is transferred
to the customer, collection is reasonably assured, persuasive evidence of an arrangement exists and
the price is fixed or determinable.
Sales Incentives: The Company offers sales incentives and promotions to its customers
(resellers) and to its consumers. These incentives include consumer coupons and promotional
discounts, volume rebates and product placement fees. The Company follows the requirements of
Emerging Issues Task Force No. 01-09, Accounting for Consideration Given by a Vendor to a Customer
(including a Reseller of the Vendor’s Products). Consideration given to customers and consumers
related to sales incentives is recorded as a reduction of revenues. Estimated sales discounts are
recorded in the period in which the related sale is recognized. Volume rebates are recognized as
earned by the customer, based upon the contractual terms of the arrangement with the customer and,
where applicable, the Company’s estimate of sales volume over the term of the arrangement.
Adjustments to estimates are made periodically as new information becomes available and actual
sales volumes become known. Adjustments to these estimates have historically not been significant
to the Company.
Agricultural Costs: Recurring agricultural costs include costs relating to irrigation,
fertilizing, disease and insect control and other ongoing crop and land maintenance activities.
Recurring agricultural costs are charged to
operations as incurred or are recognized when the crops are harvested and sold, depending on the
product. Non-
32
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
recurring agricultural costs, primarily comprising of soil and farm improvements and other
long-term crop growing costs that benefit multiple harvests, are deferred and amortized over the
estimated production period, currently from two to seven years.
Shipping and Handling Costs: Amounts billed to third-party customers for shipping and
handling are included as a component of revenues. Shipping and handling costs incurred are included
as a component of cost of products sold and represent costs incurred by the Company to ship product
from the sourcing locations to the end consumer markets.
Marketing and Advertising Costs: Marketing and advertising costs, which include media,
production and other promotional costs, are generally expensed in the period in which the marketing
or advertising first takes place. In limited circumstances, the Company capitalizes payments
related to the right to stock products in customer outlets or to provide funding for various
merchandising programs over a specified contractual period. In such cases, the Company amortizes
the costs over the life of the underlying contract. The amortization of these costs, as well as the
cost of certain other marketing and advertising arrangements with customers, are classified as a
reduction in revenues. Advertising and marketing costs, included in selling, marketing and general
and administrative expenses, amounted to $72.9 million, $77.1 million and $70.6 million during the
years ended January 3, 2009, December 29, 2007 and December 30, 2006.
Research and Development Costs: Research and development costs are expensed as incurred.
Research and development costs were not material for the years ended January 3, 2009, December 29,2007 and December 30, 2006.
Income Taxes: The Company accounts for income taxes under the asset and liability method,
which requires the recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements. Under this method,
deferred tax assets and liabilities are determined based on the differences between the financial
statements and tax basis of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse. The effect of a change in tax rates on deferred
tax assets and liabilities is recognized in income in the period that includes the enactment date.
Income taxes, which would be due upon the repatriation of foreign subsidiary earnings, have not
been provided where the undistributed earnings are considered indefinitely invested. A valuation
allowance is provided for deferred income tax assets for which it is deemed more likely than not
that future taxable income will not be sufficient to realize the related income tax benefits from
these assets. The Company establishes additional provisions for income taxes when, despite the
belief that tax positions are fully supportable, there remain certain positions that do not meet
the minimum probability threshold, as defined by Financial Accounting Standards Boards (“FASB”)
Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an Interpretation of FASB
Statement No. 109 (“FIN 48”), which is a tax position that is more likely than not to be sustained
upon examination by the applicable taxing authority. The impact of provisions for uncertain tax
positions, as well as the related net interest and penalties, are included in “Income taxes” in the
consolidated statements of operations.
Dole Food Company, Inc. and subsidiaries file its U.S. federal income tax return and various
state income tax returns as part of the DHM Holding Company, Inc. consolidated tax group. Dole Food
Company, Inc. and subsidiaries calculate current and deferred tax provisions on a stand-alone
basis.
Cash and Cash Equivalents: Cash and cash equivalents consist of cash on hand and highly
liquid investments, primarily money market funds and time deposits, with original maturities of
three months or less.
Grower Advances: The Company makes advances to third-party growers primarily in Latin America and
Asia for various farming needs. Some of these advances are secured with property or other
collateral owned by the growers. The Company monitors these receivables on a regular basis and
records an allowance for these grower
receivables based on estimates of the growers’ ability to repay advances and the fair value of
the collateral. Grower advances are stated at the gross advance amount less allowances for
potentially uncollectible balances.
Inventories: Inventories are valued at the lower of cost or market. Costs related to certain
packaged foods products are determined using the average cost basis. Costs related to other
inventory categories, including fresh
33
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
fruit and vegetables are determined on the first-in,
first-out basis. Specific identification and average cost methods are also used primarily for
certain packing materials and operating supplies. Crop growing costs primarily represent the costs
associated with growing bananas on company-owned farms or growing vegetables on third-party farms
where the Company bears substantially all of the growing risk.
Investments: Investments in affiliates and joint ventures with ownership of 20% to 50% are
recorded on the equity method, provided the Company has the ability to exercise significant
influence. All other non-consolidated investments are accounted for using the cost method. At
January 3, 2009 and December 29, 2007, substantially all of the Company’s investments have been
accounted for under the equity method.
Property, Plant and Equipment: Property, plant and equipment is stated at cost plus the fair
value of asset retirement obligations, if any, less accumulated depreciation. Depreciation is
computed by the straight-line method over the estimated useful lives of these assets. The Company
reviews long-lived assets to be held and used for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. If an evaluation of
recoverability is required, the estimated undiscounted future cash flows directly associated with
the asset are compared to the asset’s carrying amount. If this comparison indicates that there is
an impairment, the amount of the impairment is calculated by comparing the carrying value to
discounted expected future cash flows or comparable market values, depending on the nature of the
asset. All long-lived assets, for which management has committed itself to a plan of disposal by
sale, are reported at the lower of carrying amount or fair value less cost to sell. Long-lived
assets to be disposed of other than by sale are classified as held and used until the date of
disposal. Routine maintenance and repairs are charged to expense as incurred.
Goodwill and Intangibles: Goodwill represents the excess cost of a business acquisition over
the fair value of the net identifiable assets acquired. Goodwill and indefinite-lived intangible
assets are reviewed for impairment annually, or more frequently if certain impairment indicators
arise. Goodwill is allocated to various reporting units, which are either the operating segment or
one reporting level below the operating segment. Fair values for goodwill and indefinite-lived
intangible assets are determined based on discounted cash flows, market multiples or appraised
values, as appropriate.
The Company’s indefinite-lived intangible asset, consisting of the DOLE brand, is considered
to have an indefinite life because it is expected to generate cash flows indefinitely and as such
is not amortized. The Company’s intangible assets with a definite life consist primarily of
customer relationships. Amortizable intangible assets are amortized on a straight-line basis over
their estimated useful life. The weighted average useful life of the Company’s customer
relationships is 11 years.
Concentration of Credit Risk: Financial instruments that potentially subject the Company to a
concentration of credit risk principally consist of cash equivalents, derivative contracts, grower
advances and trade receivables. The Company maintains its temporary cash investments with high
quality financial institutions, which are invested primarily in short-term U.S. government
instruments and certificates of deposit. The counterparties to the Company’s derivative contracts
are major financial institutions. Grower advances are principally with farming enterprises located
throughout Latin America and Asia and are secured by the underlying crop harvests. Credit risk
related to trade receivables is mitigated due to the large number of customers dispersed worldwide.
To reduce credit risk, the Company performs periodic credit evaluations of its customers but does
not generally require advance payments or collateral. Additionally, the Company maintains
allowances for credit losses. No individual customer accounted for greater than 10% of the
Company’s revenues during the years ended January 3, 2009, December 29,2007 and December 30, 2006. No individual customer accounted for greater than 10% of accounts
receivable as of January 3, 2009 or December 29, 2007.
Fair Value of Financial Instruments: The Company’s financial instruments are primarily
composed of short-term trade and grower receivables, trade payables, notes receivable and notes
payable, as well as long-term grower receivables, capital lease obligations, term loans, revolving
credit facility, notes and debentures. For short-term instruments, the carrying amount approximates
fair value because of the short maturity of these instruments. For the other long-term financial
instruments, excluding the Company’s unsecured notes and debentures, and term loans, the carrying
amount approximates the fair value since they bear interest at variable rates or fixed rates which
approximate market.
34
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
The Company also holds derivative instruments to hedge against foreign currency exchange, fuel
pricing and interest rate movements. The Company’s derivative financial instruments are recorded at
fair value (Refer to Note 17 for additional information). The Company estimates the fair values of
its derivatives based on quoted market prices or pricing models using current market rates less any
credit valuation adjustments.
Foreign Currency Exchange: For subsidiaries with transactions that are denominated in a
currency other than the functional currency, the net foreign currency exchange transaction gains or
losses resulting from the translation of monetary assets and liabilities to the functional currency
are included in determining net income. Net foreign currency exchange gains or losses resulting
from the translation of assets and liabilities of foreign subsidiaries whose functional currency is
not the U.S. dollar are recorded as a part of cumulative translation adjustment in shareholders’
equity. Unrealized foreign currency exchange gains and losses on certain intercompany transactions
that are of a long-term-investment nature (i.e. settlement is not planned or anticipated in the
foreseeable future) are also recorded in cumulative translation adjustment in shareholders’ equity.
Leases: The Company leases fixed assets for use in operations where leasing offers advantages
of operating flexibility and is less expensive than alternative types of funding. The Company also
leases land in countries where land ownership by foreign entities is restricted. The Company’s
leases are evaluated at inception or at any subsequent modification and, depending on the lease
terms, are classified as either capital leases or operating leases, as appropriate under Statement
of Financial Accounting Standards No. 13, Accounting for Leases. For operating leases that contain
rent escalations, rent holidays or rent concessions, rent expense is recognized on a straight-line
basis over the life of the lease. The majority of the Company’s leases are classified as operating
leases. The Company’s principal operating leases are for land and machinery and equipment. The
Company’s capitalized leases primarily consist of two vessel leases. The Company’s decision to
exercise renewal options is primarily dependent on the level of business conducted at the location
and the profitability thereof. The Company’s leasehold improvements were not significant at January3, 2009 or December 29, 2007.
Guarantees: The Company makes guarantees as part of its normal business activities. These
guarantees include guarantees of the indebtedness of some of its key fruit suppliers and other
entities integral to the Company’s operations. The Company also issues bank guarantees as required
by certain regulatory authorities, suppliers and other operating agreements as well as to support
the borrowings, leases and other obligations of its subsidiaries. The majority of the Company’s
guarantees relate to guarantees of subsidiary obligations and are scoped out of the initial
measurement and recognition provisions of FASB Interpretation No. 45, Guarantor’s Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.
Use of Estimates: The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates and
assumptions that affect the amounts and disclosures reported in the financial statements and
accompanying notes. Estimates and assumptions include, but are not limited to, the areas of
customer and grower receivables, inventories, impairment of assets, useful lives of property, plant
and equipment, intangible assets, marketing programs, income taxes, self-insurance
reserves, retirement benefits, financial instruments and commitments and contingencies. Actual
results could differ from these estimates.
Reclassifications: Certain prior year amounts have been reclassified to conform with the 2008
presentation.
Recently Adopted Accounting Pronouncements
During September 2006, the FASB issued Statement of Financial Accounting Standards No. 157,
Fair Value Measurements (“FAS 157”). FAS 157 defines fair value, establishes a framework for
measuring fair value and requires enhanced disclosures about fair value measurements. FAS 157
requires companies to disclose the fair value of financial instruments according to a fair value
hierarchy as defined in the standard. In February 2008, the FASB issued FASB Staff Position 157-1,
Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements
That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under
Statement 13 (“FSP 157-1”) and FSP 157-2, Effective Date of FASB Statement No. 157 (“FSP 157-2”).
FSP 157-1 amends FAS 157 to remove certain leasing transactions from its scope. FSP 157-2 delays
35
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
the effective date of FAS 157 for all non-financial assets and non-financial liabilities, except
for items that are recognized or disclosed at fair value in the financial statements on a recurring
basis, until fiscal years beginning after November 15, 2008. These nonfinancial items include
assets and liabilities such as reporting units measured at fair value in a goodwill impairment test
and nonfinancial assets acquired and liabilities assumed in a business combination. FAS 157 is
effective for financial statements issued for fiscal years beginning after November 15, 2007 and
was adopted by the Company, as it applies to its financial instruments, effective December 30,2007. Refer to Note 17 — Derivative Financial Instruments.
Recently Issued Accounting Pronouncements
During May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, The
Hierarchy of Generally Accepted Accounting Principles (“FAS 162”). FAS 162 identifies the sources
of accounting principles and the framework for selecting principles to be used in the preparation
and presentation of financial statements in accordance with generally accepted accounting
principles. This statement will be effective 60 days after the Securities and Exchange Commission
approves the Public Company Accounting Oversight Board’s amendments to AU Section 411, The Meaning
of ‘Present Fairly in Conformity With Generally Accepted Accounting Principles’. The Company does
not anticipate that the adoption of FAS 162 will have an effect on its consolidated financial
statements.
During March 2008, the FASB issued Statement of Financial Accounting Standards No. 161,
Disclosures About Derivative Instruments and Hedging Activities — an amendment of FASB Statement
No. 133 (“FAS 161”). This new standard requires enhanced disclosures for derivative instruments,
including those used in hedging activities. It is effective for fiscal years and interim periods
beginning after November 15, 2008, and will be applicable to the Company in the first quarter of
fiscal 2009. The Company is currently evaluating the impact, if any, the adoption of FAS 161 will
have on its consolidated financial statements.
During December 2007, the FASB issued Statement of Financial Accounting Standards No. 160,
Noncontrolling Interests in Consolidated Financial Statements (“FAS 160”). FAS 160 requires all
entities to report noncontrolling (minority) interests in entities in the same way as equity in the
consolidated financial statements. The Company is required to adopt FAS 160 for the first fiscal
year beginning after December 15, 2008. The Company is currently evaluating the impact, if any, the
adoption of FAS 160 will have on its consolidated financial statements.
During December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised
2007), Business Combinations (“FAS 141R”). FAS 141R provides revised guidance for recognizing and
measuring assets acquired and liabilities assumed in a business combination. It establishes the
acquisition-date fair value as the measurement objective for all assets acquired and liabilities
assumed and also requires the acquirer to disclose to
investors and other users all of the information they need to evaluate and understand the
nature and financial effect of the business combination. Changes in acquired tax contingencies,
including those existing at the date of
adoption, will be recognized in earnings if outside the maximum measurement period (generally
one year). FAS 141R will be applied prospectively to business combinations with acquisition dates
on or after January 1, 2009. Following the date of adoption of FAS 141R, the resolution of such
items at values that differ from recorded amounts will be adjusted through earnings, rather than
goodwill.
NOTE 3 — 2009 DEBT MATURITY
During the second quarter of 2008, the Company reclassified to current liabilities its $350
million 8.625% notes due May 2009 (“2009 Notes”). The Company also completed the early redemption
of $5 million of the 2009 Notes during the third quarter of 2008.
On February 13, 2009,
the Company commenced a tender offer to purchase for cash any and all of
the outstanding 2009 Notes for a purchase price equal to $980 per $1,000 of 2009 Notes validly
tendered, with a consent payment of an additional $20 per $1,000 of 2009 Notes tendered for early tenders.
In connection with the tender offer, the Company is also seeking consents to certain
amendments to the indenture governing such notes to eliminate substantially all of the restrictive
covenants and certain events of default contained therein. On March 4, 2009, the Company announced
that it has received the required consents necessary to amend the indenture with respect to the 2009 Notes and,
accordingly, executed the supplemental indenture effecting such amendments, which will become operative when the
Company accepts and pays for the tendered 2009 Notes.
The tender offer is set to expire on
March 13, 2009, unless extended by the Company.
The Company is currently in the
process of offering $325 million of senior secured notes in a transaction exempt from the registration requirements of the
Securities Act of 1933. The Company intends to use the net proceeds from this offering, together with borrowings under the
revolving credit facility, to purchase all of the outstanding 2009 Notes.
A failure by the Company to timely
pay the 2009 Notes at or before maturity would constitute an event of default which could have a material adverse effect on
the Company’s business, financial condition and results of operations. Refer to Note 12 for additional information.
36
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
NOTE 4 — OTHER INCOME (EXPENSE), NET
Included in other income (expense), net in the Company’s consolidated statements of operations
for fiscal 2008, 2007 and 2006 are the following items:
2008
2007
2006
(In thousands)
Unrealized gain (loss) on the cross currency swap
$
(50,411
)
$
(10,741
)
$
20,664
Realized gain on the cross currency swap
11,209
12,780
4,102
Gains (losses) on foreign denominated borrowings
24,889
(1,414
)
(9,270
)
Other
247
1,223
(320
)
Other income (expense), net
$
(14,066
)
$
1,848
$
15,176
Refer to Note 17 — Derivative Financial Instruments for further discussion regarding the
Company’s cross currency swap.
NOTE 5 — DISCONTINUED OPERATIONS
During the second quarter of 2008, the Company approved and committed to a formal plan to divest
its fresh-cut flowers operations (“Flowers transaction”). The first phase of the Flowers transaction was completed
during the first quarter of 2009. In addition, during the fourth quarter of 2007, the Company
approved and committed to a formal plan to divest its citrus and pistachio operations (“Citrus”)
located in central California. The operating results of Citrus were included in the fresh fruit
operating segment. The sale of Citrus was completed during the third quarter of 2008 and the sale
of the fresh-cut flowers operations was completed during the first quarter of 2009. Refer to
Note 9 — Assets Held-For-Sale. In evaluating the two businesses, the Company concluded that
they each met the definition of a discontinued operation as defined in Statement of Financial
Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“FAS
144”). Accordingly, the results of operations of these businesses have been reclassified for all
periods presented.
During the fourth quarter of 2006, the Company completed the sale of its Pacific Coast Truck
Center (“Pac Truck”) business for $20.7 million. The Pac Truck business consisted of a full service
truck dealership that provided medium and heavy-duty trucks to customers in the Pacific Northwest
region. The Company received $15.3 million of net proceeds from the sale after the assumption of
$5.4 million of debt and realized a gain of approximately $2.8 million on the sale, net of income
taxes of $2 million. The sale of Pac Truck qualified for discontinued operations treatment under
FAS 144. Accordingly, the historical results of operations of this business have been reclassified
for all periods presented. The operating results of Pac Truck were included in the other operating
segment:
37
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
The operating results of fresh-cut flowers, Citrus and Pac Truck for fiscal 2008, 2007 and
2006 are reported in the following table:
Fresh-Cut Flowers
Citrus
Pac Truck
Total
(In thousands)
2008
Revenues
$
106,919
$
5,567
$
—
$
112,486
Loss before income taxes
$
(43,235
)
$
(1,408
)
$
—
$
(44,643
)
Income taxes
16,936
316
—
17,252
Loss from discontinued
operations, net of income taxes
$
(26,299
)
$
(1,092
)
$
—
$
(27,391
)
Gain on disposal of discontinued
operations, net of income taxes
of $4.3 million
$
—
$
3,315
$
—
$
3,315
2007
Revenues
$
110,153
$
13,586
$
—
$
123,739
Income (loss) before income taxes
$
(19,146
)
$
733
$
—
$
(18,413
)
Income taxes
2,994
(300
)
—
2,694
Income (loss) from discontinued
operations, net of income taxes
$
(16,152
)
$
433
$
—
$
(15,719
)
2006
Revenues
$
160,074
$
20,527
$
47,851
$
228,452
Income (loss) before income taxes
$
(57,001
)
$
3,767
$
397
$
(52,837
)
Income taxes
4,379
(1,765
)
(163
)
2,451
Income (loss) from discontinued
operations, net of income taxes
$
(52,622
)
$
2,002
$
234
$
(50,386
)
Gain on disposal of discontinued
operations, net of income taxes
of $2 million
$
—
$
—
$
2,814
$
2,814
Included in the fresh-cut flowers loss before income taxes for fiscal 2008 is a $17 million
impairment charge. Refer to Note 9 — Assets Held-For-Sale for further information.
Included in the fresh-cut flowers loss before income taxes for fiscal 2007 and 2006 are $1.1
million and $29 million, respectively, of charges related to restructuring costs and impairment
charges associated with the write-off of certain long-lived assets, intangible assets and
inventory. During the third quarter of 2006, the Company restructured its fresh-cut flowers
division to better focus on high-value products and flower varieties, and position the business
unit for future growth. In connection with the restructuring, fresh-cut flowers ceased its farming
operations in Ecuador, closed two farms in Colombia and downsized other Colombian farms.
Minority interest expense included in Citrus income (loss) from discontinued operations was
$0.5 million, $0.4 million and $2.3 million for fiscal years 2008, 2007 and 2006, respectively.
Gain on disposal of discontinued operations, net of income taxes, for Citrus for fiscal 2008
included minority interest expense of $12.3 million.
NOTE 6 — RESTRUCTURINGS AND RELATED ASSET IMPAIRMENTS
During the first quarter of 2006, the commercial relationship substantially ended between the
Company’s wholly-owned subsidiary, Saba, and Saba’s largest customer. Saba is a leading importer
and distributor of fruit, vegetables and flowers in Scandinavia. Saba’s financial results are
included in the fresh fruit reporting segment. The Company restructured certain lines of Saba’s
business and as a result, incurred $12.8 million of total related costs. Of the $12.8 million
incurred during the year ended December 30, 2006, $9 million is included in cost of products sold
and $3.8 million in selling, marketing, and general and administrative expenses in the consolidated
statement of operations. Total restructuring costs include $9.9 million of employee severance costs
which impacted
38
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
275 employees, $2.4 million of contractual lease obligations as well as $0.5 million
of fixed asset write-offs. At December 29, 2007 all of the restructuring costs had been paid.
In connection with the Company’s ongoing farm optimization programs in Asia, $2.8 million and
$6.7 million of crop-related costs were written-off during 2007 and 2006, respectively. These
non-cash charges have been recorded in cost of products sold in the consolidated statements of
operations.
NOTE 7 — INCOME TAXES
Income tax expense (benefit) was as follows:
2008
2007
2006
(In thousands)
Current
Federal, state and local
$
835
$
735
$
406
Foreign
22,753
15,399
18,644
23,588
16,134
19,050
Deferred
Federal, state and local
(16,218
)
(29,122
)
(15,690
)
Foreign
(3,723
)
(3,573
)
(5,581
)
(19,941
)
(32,695
)
(21,271
)
Non-current tax expense
(51,662
)
20,615
24,830
$
(48,015
)
$
4,054
$
22,609
Pretax earnings attributable to foreign operations including earnings from discontinued
operations, equity method investments and minority interests were $185.5 million, $53.9 million and
$30.7 million for the years ended January 3, 2009, December 29, 2007 and December 30, 2006,
respectively. The Company has not provided for U.S. federal income and foreign withholding taxes
on approximately $2.3 billion of the excess of the amount for financial reporting over the tax
basis of investments that are essentially permanent in duration. Generally, such amounts
become subject to U.S. taxation upon the remittance of dividends and under certain other
circumstances. It is currently not practicable to estimate the amount of deferred tax liability
related to investments in these foreign subsidiaries.
The Company’s reported income tax expense (benefit) on continuing operations differed from the
expense calculated using the U.S. federal statutory tax rate for the following reasons:
2008
2007
2006
(In thousands)
Expense (benefit) computed at U.S. federal statutory
income tax rate of 35%
$
32,383
$
(12,668
)
$
(5,748
)
Foreign income taxed at different rates
(40,236
)
8,963
27,440
State and local income tax, net of federal income taxes
(8,467
)
(3,948
)
(1,854
)
Valuation allowances
9,787
11,071
6,842
U.S. Appeals Settlement and Other FIN 48 Related
(36,993
)
—
—
Permanent items and other
(4,489
)
636
(4,071
)
Income tax expense (benefit)
$
(48,015
)
$
4,054
$
22,609
39
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
Deferred tax assets (liabilities) comprised the following:
The Company has gross federal, state and foreign net operating loss carryforwards of $82.4
million, $1 billion and $119.9 million, respectively, at January 3, 2009. The Company has recorded
deferred tax assets of $29.8 million for federal net operating loss and other carryforwards, which,
if unused, will expire between 2023 and 2028. The Company has recorded deferred tax assets of $45.8
million for state operating loss carryforwards, which, if unused, will start to expire in 2009. The
Company has recorded deferred tax assets of $30.8 million for foreign net operating loss
carryforwards which are subject to varying expiration rules. Tax credit carryforwards of $21.8
million include foreign tax credit carryforwards of $18.4 million which will expire in 2011, U.S.
general business credit carryforwards of $0.3 million which expire between 2023 and 2027, and state
tax credit carryforwards of $3.1 million with varying expiration dates. The Company has recorded a
U.S. deferred tax asset of $35.8 million for disallowed interest expense which, although subject to
certain limitations, can be carried forward indefinitely.
A valuation allowance has been established to offset foreign tax credit carryforwards, state
net operating loss carryforwards, certain foreign net operating loss carryforwards and certain
other deferred tax assets in foreign jurisdictions. The Company has deemed it more likely than not
that future taxable income in the relevant taxing jurisdictions will
be insufficient to realize all of the
related income tax benefits for these assets.
Total deferred tax assets and deferred tax liabilities were as follows:
2008 activity includes $110 million reduction in gross unrecognized tax benefits due to the
settlement of the federal income tax audit for the years 1995 to 2001 less a cash refund received
of $6 million on this settlement plus various state and foreign audit settlements totaling
approximately $1million.
The total for unrecognized tax benefits, including interest, was $143 million and $269 million
at January 3, 2009 and December 29, 2007, respectively. The change is primarily due to the
settlement of the federal income tax audit for the years 1995 to 2001. If recognized,
approximately $131.5 million, net of federal and state tax benefits, would be recorded as a
component of income tax expense and accordingly impact the effective tax rate.
The Company recognizes accrued interest and penalties related to its unrecognized tax benefits
as a component of income taxes in the consolidated statements of operations. Accrued interest and
penalties before tax benefits were $26.9 million and $64.6 million at January 3, 2009 and December29, 2007, respectively, and are included as a component of other long-term liabilities in the
consolidated balance sheet. The decrease is primarily attributable to the reduction in liabilities
for unrecognized tax benefits associated with the settlement of the federal income tax audit for
the years 1995-2001. Interest and penalties recorded in the Company’s consolidated statements of
operations for 2008, 2007 and 2006 were ($32.2) million, including the impact of the settlement,
$17.2 million and $6.9 million, respectively.
Dole Food Company or one or more of its subsidiaries file income tax returns in the U.S.
federal jurisdiction, and various states and foreign jurisdictions. With few exceptions, the
Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations
by tax authorities for years prior to 2001.
Income Tax Audits: The Company believes its tax positions comply with the applicable tax laws
and that it is adequately provided for all tax related matters. Matters raised upon audit may
involve substantial amounts and could result in material cash payments if resolved unfavorably;
however, management does not believe that any material payments will be made related to these
matters within the next year. Management considers it unlikely that the resolution of these matters
will have a material adverse effect on the Company’s results of operations.
1995 — 2001 Federal Income Tax Audit: In June 2006, the IRS completed an examination of the
Company’s federal income tax returns for the years 1995 to 2001 and issued a Revenue Agent’s Report
(“RAR”) that included various proposed adjustments. The net tax deficiency associated with the RAR
was $175 million for which the Company provided $110 million of gross unrecognized tax benefits,
plus penalties and interest. The Company filed a protest letter contesting the proposed
adjustments contained in the RAR. During January 2008, the Company was
notified that the Appeals Branch of the IRS had finalized its review of the Company’s protest
and that the Appeals Branch’s review supported the Company’s position in all material respects. On
June 13, 2008, the Appeals review was approved by the Joint Committee on Taxation. The impact of
the settlement on the Company’s year ended January 3, 2009 consolidated financial statements is
$136 million, which includes a $110 million reduction in gross unrecognized tax benefits recorded
in other long-term liabilities plus a reduction of $26 million for interest and penalties, net of
federal and state tax benefits. Of this amount, $61 million reduced the Company’s income tax
provision and effective tax rate for the year ended January 3, 2009 and the remaining $75 million
reduced goodwill.
41
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
2002 — 2005 Federal Income Tax Audit: The Company is currently under examination by the
Internal Revenue Service for the tax years 2002-2005 and it is anticipated that the examination
will be completed by the end of 2009.
At this time, the Company does not anticipate that total unrecognized tax benefits will
significantly change due to the settlement of audits and the expiration of statutes of limitations
within the next twelve months.
NOTE 8 — DETAILS OF CERTAIN ASSETS AND LIABILITIES
Details of receivables and inventories were as follows:
Accrued postretirement and other employee benefits
$
245,357
$
249,230
Liability for unrecognized tax benefits
90,767
217,570
Other
85,655
74,434
$
421,779
$
541,234
42
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
NOTE 9 — ASSETS HELD-FOR-SALE
The Company continuously reviews its assets in order to identify those assets that do not meet
the Company’s future strategic direction or internal economic return criteria. As a result of this
review, the Company has identified and is in the process of selling certain businesses and
long-lived assets. In accordance with FAS 144, the Company has reclassified these assets as
held-for-sale.
Total assets held-for-sale by segment were are follows:
The major classes of assets and liabilities held-for-sale included in the Company’s
consolidated balance sheet at January 3, 2009 were as follows:
Fresh-Cut
Flowers —
Fresh
Packaged
Discontinued
Total Assets
Fresh Fruit
Vegetables
Foods
Operation
Held-for-Sale
(In thousands)
Assets held-for-sale:
Receivables
$
3,314
$
—
$
—
$
14,000
$
17,314
Inventories
6,301
—
—
2,883
9,184
Property, plant and equipment, net of
accumulated depreciation
85,629
38,600
4,182
30,069
158,480
Other assets, net
2,861
—
—
15,037
17,898
Total assets held-for-sale
$
98,105
$
38,600
$
4,182
$
61,989
$
202,876
Liabilities held-for-sale:
Accounts payable and accrued liabilities
$
5,037
$
—
$
—
$
18,028
$
23,065
Long-term debt
—
—
—
25,857
25,857
Deferred income tax and other liabilities
210
—
—
1,333
1,543
Total liabilities held-for-sale
$
5,247
$
—
$
—
$
45,218
$
50,465
43
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
The Company received cash proceeds of $226.5 million on assets sold during the year ended
January 3, 2009, including $214 million on assets which had been reclassified as held-for-sale.
The total realized gain recorded on assets classified as held-for-sale, excluding the 2008
amortization of the deferred gain on the ship discussed below, was $18 million for the year ended
January 3, 2009. The Company also realized gains on assets not classified as held-for-sale,
totaling $9 million for fiscal 2008. Total realized gains on asset sales of $27 million are shown
as a separate component of operating income in the consolidated statement of operations for 2008.
The net book value associated with these sales from continuing operations was approximately $103
million.
Fresh Fruit
During the year ended January 3, 2009, the Company added $252.6 million to the assets
held-for-sale balance in the fresh fruit reporting segment. These assets primarily consist of a
packing and cooling facility and wood box plant located in Chile and approximately 11,000 acres of
Hawaiian land.
During the fourth quarter of 2008, the Company entered into a binding letter of intent to sell
certain portions of its Latin American banana operations. The related assets and liabilities from
these operations were reclassified to held-for-sale during the fourth quarter of 2008. The sale
closed during the first quarter of 2009.
During the third quarter ended October 4, 2008, the Company entered into a definitive purchase
and sale agreement to sell its JP Fresh subsidiary in the United Kingdom and its Dole France
subsidiary which were in the European ripening and distribution business to Compagnie Fruitière
Paris. Compagnie Fruitière Paris is a subsidiary of Compagnie Financière de Participations, a
company in which Dole holds a non-controlling 40% ownership interest. The sale closed during the
fourth quarter of 2008.
2008 Sales and First Quarter 2009 Sales
The Company sold the following assets during the year ended January 3, 2009, which had been
classified as held-for-sale: approximately 2,200 acres of land parcels in Hawaii, additional
agricultural acreage in California, two Chilean farms, property located in Turkey and a breakbulk
refrigerated ship. In addition, the Company sold its
JP Fresh and Dole France subsidiaries. The amount of cash collected on these sales totaled
approximately $133.6 million. The total sales proceeds of $133.6 million includes $12.7 million for
the sale of the ship. The Company also entered into a lease agreement for the same ship and
recognized a deferred gain of $11.9 million on the sale. The deferred gain is amortized over the 3
year lease term.
During the fourth quarter of 2007, the Company reclassified approximately 4,400 acres of land
and other related assets of its citrus and pistachio operations located in central California as
assets held-for-sale. These assets were
held by non-wholly owned subsidiaries of the Company. In March 2008, the Company entered into
an agreement to sell these assets. The sale was completed during the third quarter of 2008 and the
subsidiaries received net proceeds of $44 million. The Company’s share of these net proceeds was $28.1
million. The Company recorded a gain of $3.3 million, net of income taxes, which was recorded as
gain on disposal of discontinued operations, net of income taxes, for the year ended January 3,2009.
During January 2009, the Company completed the sale of certain portions of its Latin American
banana operations. Net sales proceeds from the sale totaled approximately $27.3 million. Of this
amount, $15.8 million was collected in cash and the remaining $11.5 million was recorded as a
receivable, to be collected over the next twelve months.
Fresh Vegetables
During the fourth quarter of 2008, the Company reclassified approximately 1,100 acres of
vegetable property located in California as assets held-for-sale and signed a definitive purchase
and sale agreement to sell this property. The sale is expected to
close towards the end of the first
quarter of 2009.
44
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
Packaged Foods
During the second quarter of 2008, the Company reclassified approximately 600 acres of peach
orchards located in California as assets held-for-sale. During the fourth quarter of 2008, the
Company sold 40 acres for approximately $0.7 million.
Fresh-Cut Flowers— Discontinued Operation
During the second quarter of 2008, the Company approved and committed to a formal plan to
divest its fresh-cut flowers operating segment. Accordingly, all the assets and liabilities were
reclassified as held-for-sale.
During the third quarter of 2008, the Company signed a binding letter of intent to sell its
fresh-cut flowers division (“Flowers transaction”). The sale of the fresh-cut flowers division is
expected to take place in phases. The first phase closed during the
first quarter of 2009 as a stock-sale transaction. The
remaining assets can be purchased by the same buyer under separate option contracts that expire in
one year. The remaining phases are expected to close within the next year. If the
options on the remaining assets are exercised, the Company will receive additional sales proceeds
of approximately $26 million on assets with a net book value of $10 million.
Included
in liabilities held-for-sale of $45.2 million is
$25.9 million of long-term debt of the former flowers subsidiaries.
This debt ceased to be an obligation of the Company upon the closing of the first phase of
the Flowers transaction.
The Company recorded an impairment loss of $17 million on the assets sold in the first phase
of the Flowers transaction. The impairment charge represents the amount by which the net book value
exceeds the fair market value less cost to sell. The fair market value of the assets was determined
by the sales price agreed upon in the binding letter of intent. The impairment loss was recorded as
a component of loss from discontinued operations, net of income taxes, for the year ended January3, 2009.
2008 Sales and First Quarter 2009 Sales
The Company reclassified its fresh-cut flowers headquarters facility, located in Miami,
Florida as assets held-for-sale during the third quarter of 2007. The Company completed the sale of
this facility during the third quarter of 2008 and received net cash proceeds of $34 million. In
addition, the Company received net cash proceeds of $1.9
million on the sale of two farms. The gain realized on the sale of these assets, net of income
taxes, was approximately $3.1 million and is included as a component of loss from discontinued
operations, net of income taxes in the consolidated statement of operations for the year ended
January 3, 2009.
During January 2009, the first phase of the Flowers transaction was completed. The Company
retains only certain real estate of the former flowers divisions to be sold in the subsequent
phases of the transaction. Net sales proceeds from the sale totaled approximately $30 million. Of
this amount, $21.7 million was collected in cash and the remaining $8.3 million was recorded as a
receivable, to be collected over the next two years.
45
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
NOTE 10 — PROPERTY, PLANT AND EQUIPMENT
Major classes of property, plant and equipment were as follows:
Depreciation is computed by the straight-line method over the estimated useful lives of the
assets as follows:
Years
Land improvements
5 to 40
Buildings and leasehold improvements
2 to 50
Machinery and equipment
2 to 35
Vessels and containers
5 to 20
Vessels and equipment under capital leases
Shorter of useful life or life
of lease
Depreciation expense on property, plant and equipment for continuing operations totaled $133.4
million, $146.9 million and $139 million for the years ended January 3, 2009, December 29, 2007 and
December 30, 2006, respectively. Depreciation expense on property, plant and equipment for
discontinued operations totaled $1.1 million, $4.2 million and $5.8 million for the years ended
January 3, 2009, December 29, 2007 and December 30, 2006, respectively.
NOTE 11 — GOODWILL AND INTANGIBLE ASSETS
Goodwill has been allocated to the Company’s reporting segments as follows:
The tax-related adjustments in 2007 resulted from changes to deductible temporary differences,
operating loss or tax credit carryforwards and contingencies that existed at the time of the
going-private merger transaction. The tax-related adjustments in 2008 resulted from changes to
unrecognized tax benefits that existed at the time of the going-
46
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
private merger transaction which were due to the settlement of the federal income tax audit as
discussed in Note 7 — Income Taxes.
During the third quarter of 2008, the Company reclassified all of the assets and liabilities
of JP Fresh to assets held-for-sale. The sale of JP Fresh was completed during the fourth quarter
of 2008. Goodwill and intangible assets related to JP Fresh totaled $24 million and $7.3 million,
respectively.
Details of the Company’s intangible assets were as follows:
Amortization expense of identifiable intangibles totaled $4.3 million, $4.5 million and $4.5
million for the years ended January 3, 2009, December 29, 2007 and December 30, 2006, respectively.
Estimated remaining amortization expense associated with the Company’s identifiable intangible
assets in each of the next five fiscal years is as follows (in thousands):
Fiscal Year
Amount
2009
$
3,677
2010
$
3,677
2011
$
3,677
2012
$
3,677
2013
$
1,498
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 (“FAS 142”), during the second quarter of fiscal 2008. This review indicated no
impairment to goodwill or any of the Company’s indefinite-lived intangible assets. As market
conditions change, the Company continues to monitor and perform updates of its impairment testing
of recoverability of goodwill and long-lived assets.
47
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
NOTE 12 — NOTES PAYABLE AND LONG-TERM DEBT
Notes payable and long-term debt consisted of the following amounts:
Contracts and notes, at a
weighted-average interest rate of
6.1% in 2008 (8.4% in 2007)
through 2014
9,221
3,255
Capital lease obligations
60,448
85,959
Unamortized debt discount
(309
)
(610
)
Notes payable
48,789
81,018
2,204,093
2,411,397
Current maturities
(405,537
)
(95,189
)
$
1,798,556
$
2,316,208
Notes Payable
The Company borrows funds on a short-term basis to finance current operations. The terms of
these borrowings range from one month to three months. The Company’s notes payable at January 3,2009 consist primarily of foreign borrowings in Asia and Latin America.
Notes and Debentures
In April 2002, the Company completed the sale and issuance of $400 million aggregate principal
amount of Senior Notes due 2009 (the “2009 Notes”). The 2009 Notes are redeemable, at the
discretion of the Company, at par plus a make-whole amount, if any, and accrued and unpaid
interest, any time prior to maturity. The 2009 Notes were issued at 99.50% of par. In 2005 in
conjunction with an amendment and restatement of its senior secured credit agreement, the Company
repurchased $50 million of its 2009 Notes. During September 2008, the Company completed the early
redemption of $5 million of its 2009 Notes at a price of 99% of the principal amount plus accrued
interest through the date of redemption.
In May 2003, the Company issued and sold $400 million aggregate principal amount of 7.25%
Senior Notes due 2010 (the “2010 Notes”). The 2010 Notes were issued at par. The Company may redeem
some or all of the 2010 Notes at a redemption price of 100% of their principal amount during 2009
and thereafter, plus accrued and unpaid interest.
In connection with the going-private merger transaction of 2003, the Company issued $475
million aggregate principal amount of 8.875% Senior Notes due 2011 (the “2011 Notes”). The 2011
Notes were issued at par. The Company may redeem some or all of the 2011 Notes at a redemption
price of 100% of their principal amount during 2009 and thereafter, plus accrued and unpaid
interest. In 2005 in conjunction with an amendment and restatement of its senior secured credit
agreement, the Company repurchased $275 million of its 2011 Notes.
In July 1993, the Company issued and sold debentures due 2013 (the “2013 Debentures”). The
2013 Debentures are not redeemable prior to maturity and were issued at 99.37% of par.
Interest on the notes and debentures is paid semi-annually.
48
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
None of the Company’s notes or debentures are subject to any sinking fund requirements. The
notes and debentures are guaranteed by the Company’s wholly-owned domestic subsidiaries (Note 22).
April 2006 Amendments to Credit Facilities
In April 2006, the Company completed an amendment and restatement of its senior secured credit
agreement. The purposes of this refinancing included increasing the combined size of the Company’s
revolving credit and letter of credit facilities, eliminating certain financial maintenance
covenants, realizing currency gains arising out of the Company’s then existing yen-denominated term
loan, and refinancing the higher-cost bank indebtedness of the Company’s immediate parent, Dole
Holding Company, LLC (“DHC”) at the lower-cost Dole Food Company, Inc. level. The Company obtained
$975 million of term loan facilities and $100 million in a pre-funded letter of credit facility,
both of which mature in April 2013. The proceeds of the term loans were used to repay the then
outstanding term loans and revolving credit facilities, as well as pay a dividend of $160 million
to DHC, which proceeds were used to repay its existing debt facility.
In addition, the Company entered into a new asset based revolving credit facility (“ABL
revolver”) of $350 million. The facility is secured by and is subject to a borrowing base
consisting of up to 85% of eligible accounts receivable plus a predetermined percentage of eligible
inventory, as defined in the credit facility. The ABL revolver matures in April 2011.
Revolving Credit Facility and Term Loans
As of January 3, 2009, the term loan facilities consisted of $176.8 million of Term Loan B and
$658.6 million of Term Loan C. The term loan facilities bear interest at LIBOR plus a margin
ranging from 1.75% to 2%, dependent upon the Company’s senior secured leverage ratio. The weighted
average variable interest rates at January 3, 2009 for Term Loan B and Term Loan C were LIBOR plus
2%, or 4.3%. The term loan facilities require quarterly principal payments, plus a balloon payment
due in 2013. Related to the term loan facilities, the Company holds an interest rate swap to hedge
future changes in interest rates and a cross currency swap to effectively lower the U.S. dollar
fixed interest rate of 7.2% to a Japanese yen fixed interest rate of 3.6%. Refer to Note 17 —
Derivative Financial Instruments for additional discussion of the Company’s hedging activities.
As of January 3, 2009, the ABL revolver borrowing base was $328.6 million and the amount
outstanding under the ABL revolver was $150.5 million. The ABL revolver bears interest at LIBOR
plus a margin ranging from 1.25% to 1.75%, dependent upon the Company’s historical borrowing
availability under this facility. At January 3, 2009, the weighted average variable interest rate
for the ABL revolver was LIBOR plus 1.5%, or 2.2%. The ABL revolver matures in April 2011. After
taking into account approximately $5.3 million of outstanding letters of credit issued under the
ABL revolver, the Company had approximately $172.8 million available for borrowings as of January3, 2009. In addition, the Company had approximately $71 million of letters of credit and bank
guarantees outstanding under its pre-funded letter of credit facility as of January 3, 2009.
A commitment fee, which fluctuated between 0.25% and 0.375%, was paid based on the total
unused portion of the revolving credit facility. In addition, there is a facility fee on the
pre-funded letter of credit facility. The Company paid a total of $1 million, $0.7 million and $1
million in commitment and facility fees for the years ended January 3, 2009, December 29, 2007 and
December 30, 2006.
The revolving credit facility and term loan facilities are collateralized by substantially all
of the Company’s tangible and intangible assets, other than certain intercompany debt, certain
equity interests and each of the Company’s U.S. manufacturing plants and processing facilities that
has a net book value exceeding 1% of the Company’s net tangible assets.
Capital Lease Obligations
At January 3, 2009 and December 29, 2007, included in capital lease obligations was $58.5
million and $83.4 million, respectively, of vessel financing related to two vessel leases
denominated in British pound sterling. The reduction in the capital lease obligation was primarily
due to the weakening of the British pound sterling against the U.S. dollar during 2008, which
resulted in the Company recognizing $21.3 million of unrealized gains. These unrealized gains were
recorded as other income (expense), net in the consolidated statement of operations. The
49
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
interest rates on these leases are based on LIBOR plus a spread. The remaining $1.9 million of
capital lease obligations relate primarily to machinery and equipment. Interest rates under these
leases are fixed. The capital lease obligations are collateralized by the underlying leased assets.
Total payments, including principal and interest, through the remaining life of the lease total
approximately $98.7 million. These leases expire in 2024.
Covenants
Provisions under the indentures to the Company’s senior notes and debentures require the
Company to comply with certain covenants. These covenants include limitations on, among other
things, indebtedness, investments, loans to subsidiaries, employees and third parties, the issuance
of guarantees and the payment of dividends. The senior secured revolving credit facility
contains a “springing covenant,” but that covenant has never been effective
and would only become effective if the availability under the revolving credit
facility were to fall below $35 million for any eight consecutive business days,
which it has never done during the life of such facility. In the event that such
availability were to fall below $35 million for such eight consecutive business day period,
the “springing covenant” would require that the
Company’s fixed charge coverage ratio,
defined as (x) consolidated EBITDA for the four consecutive fiscal quarters then ending
divided by (y) consolidated fixed charges for such four fiscal quarter period, equal or
exceed 1.00:1.00.
The Company expects such fixed charge coverage ratio to continue to
be in excess of 1.00:1.00. At January 3, 2009, the Company was in compliance with
all applicable covenants.
The Company has
received approval from its lenders for an amendment to its senior
secured credit facilities to, among other things, permit the Company to issue
a certain amount of junior lien notes. The amendment to the term
loan facilities, if entered into, will impose a first priority
secured leverage maintenance covenant on the Company, which the
Company expects to continue to be able to satisfy.
A breach of a covenant or other provision in a debt instrument governing the Company’s
current or future indebtedness could result in a default under that instrument and, due to
cross-default and cross-acceleration provisions, could result in a default under the Company’s
other debt instruments. Upon the occurrence of an event of default under the senior secured credit
facilities or other debt instrument, the lenders or holders of such other debt instruments
could elect to declare all amounts outstanding to be immediately due and payable and terminate all
commitments to extend further credit. If the Company were unable to repay those amounts, the
lenders could proceed against the collateral granted to them, if any, to secure the indebtedness.
If the lenders under the Company’s current indebtedness were to accelerate the payment of the indebtedness,
the Company cannot give assurance that its assets or cash flow would be sufficient to repay in full
its outstanding indebtedness, in which event the Company likely would seek reorganization or
protection under bankruptcy or other, similar laws.
The Company’s parent, DHM Holding Company, Inc. (“HoldCo”), entered into an amended and
restated loan agreement for $135 million on March 17, 2008 in connection with its investment in
Westlake Wellbeing Properties, LLC. The obligations under such loan agreement mature on March 3,2010. In addition, a $20 million principal payment on the loan is due on June 17, 2009. Failure to
make this payment when due would give lenders under this loan agreement the right to accelerate
that debt. Because HoldCo is a party to the Dole’s senior secured credit facilities, any failure of
Holdco to pay the $20 million principal payment by June 17, 2009 or any other default under the
Holdco agreement would result in a default under the Company’s senior secured credit facilities
under the existing cross-default and cross-acceleration provisions set forth in those senior
secured credit facilities. If such a default were to occur, the Company’s senior secured credit
facilities could be declared due at the request of the lenders holding a majority of the senior
secured debt under the applicable agreement and unless the default were waived the Company would no
longer have the ability to request advances or letters of credit under its revolving credit
facility. The acceleration of the indebtedness under the senior secured credit facilities would, if
not cured within 30 days, also allow the holders of 25% or more in principal amount of any series
of the Company’s notes or debentures to accelerate the maturity of such series. Although
HoldCo has assured the Company that it expects to have sufficient funds available from its
shareholders to timely make the $20 million principal payment by June 17, 2009, there is no
assurance that it will occur.
Debt Issuance Costs
Expenses related to the issuance of long-term debt are capitalized and amortized to interest
expense over the term of the underlying debt. During the years ended January 3, 2009, December 29,2007 and December 30, 2006, the Company amortized deferred debt issuance costs of $4.1 million,
$4.1 million and $4.4 million, respectively.
50
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
The Company wrote off $8.1 million of deferred debt issuance costs during the year ended
December 30, 2006. The 2006 write-off was a result of a refinancing transaction that occurred in
April 2006. This write-off was recorded to other income (expense), net in the consolidated
statement of operations for the year ended December 30, 2006.
Fair Value of Debt
The Company estimates the fair value of its unsecured notes and debentures based on current
quoted market prices. The term loans are traded between institutional investors on the secondary
loan market, and the fair values of the term loans are based on the last available trading price.
The carrying value and estimated fair values of the Company’s debt is summarized below:
Maturities with respect to notes payable and long-term debt as of January 3, 2009 were as
follows (in thousands):
Fiscal Year
Amount
2009
$
405,537
2010
412,114
2011
363,189
2012
12,910
2013
960,498
Thereafter
49,845
Total
$
2,204,093
Other
In addition to amounts available under the revolving credit facility, the Company’s
subsidiaries have uncommitted lines of credit of approximately $142.9 million at various local
banks, of which $85.3 million was available at January 3, 2009. These lines of credit are used
primarily for short-term borrowings, foreign currency exchange settlement and the issuance of
letters of credit or bank guarantees. Several of the Company’s uncommitted lines of credit expire
in 2009 while others do not have a commitment expiration date. These arrangements may be cancelled
at any time by the Company or the banks. The Company’s ability to utilize these lines of credit
may be impacted by the terms of its senior secured credit facilities and bond indentures.
NOTE 13 — EMPLOYEE BENEFIT PLANS
The Company sponsors a number of defined benefit pension plans covering certain employees
worldwide. Benefits under these plans are generally based on each employee’s eligible compensation
and years of service, except for certain hourly plans, which are based on negotiated benefits. In
addition to pension plans, the Company has other postretirement benefit (“OPRB”) plans that provide
certain health care and life insurance benefits for eligible retired employees. Covered employees
may become eligible for such benefits if they fulfill established requirements upon reaching
retirement age.
The Company sponsors one qualified pension plan for U.S. employees, which is funded. All but
one of the Company’s international pension plans and all of its OPRB plans are unfunded.
All pension benefits for U.S. salaried employees were frozen in 2002. The assumption for the
rate of compensation increase of 2.5% on the U.S. plans represents the rate associated with those
participants whose benefits are negotiated under collective bargaining arrangements.
51
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
The Company uses a December 31 measurement date for all of its plans.
Adoption of FAS 158
As of December 30, 2006, the Company adopted Statement of Financial Accounting Standards No.
158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (“FAS 158”),
which changed the accounting rules for reporting and disclosures related to pension and other
postretirement benefit plans. FAS 158 requires an employer to recognize the overfunded or
underfunded status of a defined benefit postretirement plan as an asset or liability in its
statement of financial position and to recognize changes in that funded status in the year in which
the changes occur as a component of comprehensive income. The standard also requires an employer to
measure the funded status as of the date of its year-end statement of financial position. The
adoption in 2006 had no effect on the computation of net periodic benefit expense for pensions and
postretirement benefits.
Pension Protection Act of 2006 and Worker, Retiree, and Employer Recovery Act of 2008
In August 2006, the Pension Protection Act of 2006 was signed into law. This legislation
changed the method of valuing the U.S. qualified pension plan assets and liabilities for funding
purposes, as well as the minimum funding requirements. The Worker, Retiree, and Employer Recovery
Act of 2008 was signed into law in December 2008. The combined effect of these laws will be larger
contributions over the next eight to ten years, with the goal of being fully funded by the end of
that period. The amount of unfunded liability in future years will be affected by future
contributions, demographic changes, investment returns on plan assets, and interest rates, so full
funding may be achieved sooner or later. The Company anticipates funding pension contributions with
cash from operations.
As a result of the Pension Protection Act of 2006 and the decrease in the value of the U.S.
qualified plan’s assets, the Company anticipates contributions averaging approximately $12 million
per year over the next nine years. The Company also anticipates that certain forms of benefit
payments, such as lump sums, will be partially restricted over the next few years.
OPRB Plan Amendment
During the fourth quarter of 2008, the Company amended its domestic OPRB Plan. This amendment
became effective January 1, 2009. The Company replaced health care coverage (including
prescription drugs) for Medicare eligible retirees and surviving spouses who are age 65 and older
with a new Health Reimbursement Arrangement (“HRA”), whereby each participant will be provided an
annual amount in an HRA account. The HRA account will be used to offset health care costs. This
plan amendment will reduce the benefit obligation by $21.8 million. The amortization of this
reduction in liability, combined with a lower interest cost, will reduce the expense for this plan
by approximately $4.2 million for the next 8 years and by $1.5 million thereafter.
52
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
Obligations and Funded Status — The status of the Company’s defined benefit pension and OPRB plans
was as follows:
Amounts recognized in the Consolidated Balance
Sheets
Current liabilities
$
(2,224
)
$
—
$
(5,729
)
$
—
$
(4,271
)
$
—
Long-term liabilities
(99,305
)
(70,216
)
(85,169
)
(103,229
)
(35,754
)
(63,803
)
$
(101,529
)
$
(70,216
)
$
(90,898
)
$
(103,229
)
$
(40,025
)
$
(63,803
)
During the fourth quarter of 2008, the Company sold two European businesses, each of which had
defined benefit plans. The sale of these businesses has been reflected in the tables above as
divestitures. Refer to Note 9 — Assets Held-For-Sale.
53
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
All of the Company’s pension plans were underfunded at January 3, 2009, having accumulated
benefit obligations exceeding the fair value of plan assets. The accumulated benefit obligation for
all defined benefit pension plans was $333.8 million and $417.6 million at January 3, 2009 and
December 29, 2007, respectively. The aggregate projected benefit obligation, accumulated benefit
obligation and fair value of plan assets for pension plans with accumulated benefit obligations in
excess of plan assets were as follows:
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
Components of Net Periodic Benefit Cost and Other Changes Recognized in Other Comprehensive Loss
The components of net periodic benefit cost and other changes recognized in other
comprehensive loss for the Company’s U.S. and international pension plans and OPRB plans were as
follows:
Other changes recognized in other comprehensive loss
Net gain
$
(1,963
)
$
(5,194
)
Prior service benefit
(20,960
)
—
Amortization of:
Unrecognized net (loss) gain
8
(95
)
Unrecognized prior service benefit
914
914
Income taxes
9,936
2,271
Total recognized in other comprehensive loss
$
(12,065
)
$
(2,104
)
Total recognized in net periodic benefit cost and other comprehensive loss, net of income taxes
$
(8,940
)
$
2,024
The estimated net loss, prior service cost and transition obligation for the defined benefit
pension plans that will be amortized from accumulated other comprehensive loss into net periodic
benefit cost over the next fiscal year is $1.3 million of expense. The estimated actuarial net gain
and prior service benefit for the OPRB plans that will be amortized from accumulated other
comprehensive loss into periodic benefit cost over the next fiscal year is $4.1 million of income.
Weighted-average assumptions used to determine net periodic benefit cost for the years ended
January 3, 2009 and December 29, 2007 are as follows:
U.S. Pension
International
Plans
Pension Plans
OPRB Plans
2008
2007
2008
2007
2008
2007
Rate assumptions:
Discount rate
6.25
%
5.75
%
8.47
%
6.61
%
6.44
%
5.91
%
Compensation increase
2.50
%
2.50
%
5.85
%
5.15
%
—
—
Rate of return on plan assets
8.00
%
8.00
%
7.70
%
6.73
%
—
—
International plan discount rates, assumed rates of increase in future compensation and
expected long-term return on assets differ from the assumptions used for U.S. plans due to
differences in the local economic conditions in the countries in which the international plans are
based.
The APBO for the Company’s U.S. OPRB plan in 2008 and 2007 was determined using the following
assumed annual rate of increase in the per capita cost of covered health care benefits:
Year Ended
Year Ended
January 3,
December 29,
Fiscal Year
2009
2007
Health care costs trend rate assumed for next year
8
%
9
%
Rate of increase to which the cost of benefits is assumed to decline (the ultimate trend rate)
5.5
%
5.5
%
Year that the rate reaches the ultimate trend rate
2012
2012
56
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
The health care plan offered to retirees in the U.S. who are age 65 or older was changed
effective January 1, 2009 to provide the reimbursement of health care expenses up to a certain
fixed amount. There is no commitment to increase the fixed dollar amount and no increase was
assumed in determining the APBO. Therefore, the trend rate applies only to benefits for U.S.
retirees prior to age 65 and to foreign retirees.
A one-percentage-point change in assumed health care cost trend rates would have the following
impact on the Company’s OPRB plans:
One-Percentage-Point
One-Percentage-Point
Increase
Decrease
(In thousands)
Increase (decrease) in service and interest cost
$
110
$
(98
)
Increase (decrease) in postretirement benefit obligation
$
1,470
$
(1,292
)
Plan Assets
The following is the plan’s target asset mix, which management believes provides the optimal
tradeoff of diversification and long-term asset growth:
The plan’s asset allocation includes a mix of fixed income investments designed to reduce
volatility and equity investments designed to maintain funding ratios and long-term financial
health of the plan. The equity investments are diversified across U.S. and international stocks as
well as growth, value, and small and large capitalizations.
Private equity and venture capital funds are used to enhance long-term returns while improving
portfolio diversification. The Company employs a total return investment approach whereby a mix of
fixed income and equity investments is used to maximize the long-term return of plan assets with a
prudent level of risk. The objectives of this strategy are to achieve full funding of the
accumulated benefit obligation, and to achieve investment experience over time that will minimize
pension expense volatility and minimize the Company’s contributions required to maintain full
funding status. Risk tolerance is established through careful consideration of plan liabilities,
plan funded status and corporate financial condition. Investment risk is measured and monitored on
an ongoing basis through annual liability measurements, periodic asset/liability studies and
quarterly investment portfolio reviews.
The Company’s actual weighted average asset allocation varied from the Company’s target
allocation at January 3, 2009 due to the economic volatility in the stock and bond markets during
2008. The Company is currently assessing its positions and expects to rebalance its portfolio
during 2009.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
The Company determines the expected return on pension plan assets based on an expectation of
average annual returns over an extended period of years. The Company also considers the
weighted-average historical rate of returns on securities with similar characteristics to those in
which the Company’s pension assets are invested.
The Company applies the “10% corridor” approach to amortize unrecognized actuarial gains
(losses) on both its U.S. and international pension and OPRB plans. Under this approach, only
actuarial gains (losses) that exceed 10% of the greater of the projected benefit obligation or the
market-related value of the plan assets are amortized. The amortization period is based on the
average remaining service period of active employees expected to receive benefits under each plan
or over the life expectancy of inactive participants where all, or nearly all, participants are
inactive. For the year ended January 3, 2009, the average remaining service period used to amortize
unrecognized actuarial gains (losses) for its domestic plans was approximately 10.5 years.
Plan Contributions and Estimated Future Benefit Payments
During 2008, the Company did not make any contributions to its qualified U.S. pension plan.
Under the minimum funding requirements of the Pension Protection Act of 2006, no contribution was
required for fiscal 2008. The Company expects to contribute approximately $8 million to its U.S.
qualified plan in 2009, which is the estimated minimum funding requirement calculated under the
Pension Protection Act of 2006. Future contributions to the U.S. pension plan in excess of the
minimum funding requirement are voluntary and may change depending on the Company’s operating
performance or at management’s discretion. The Company expects to make $15.7 million of payments
related to its other U.S. and foreign pension and OPRB plans in 2009.
The following table presents estimated future benefit payments:
International
U.S. Pension
Pension
Fiscal Year
Plans
Plans
OPRB Plans
(In thousands)
2009
$
23,126
$
8,471
$
4,271
2010
22,848
8,941
4,179
2011
22,385
8,546
4,114
2012
22,375
9,110
3,999
2013
22,039
9,268
3,911
2014-2018
106,662
57,967
18,457
Total
$
219,435
$
102,303
$
38,931
Defined Contribution Plans
The Company offers defined contribution plans to eligible employees. Such employees may defer
a percentage of their annual compensation in accordance with plan guidelines. Some of these plans
provide for a Company match that is subject to a maximum contribution as defined by the plan.
Company contributions to its defined contribution plans totaled $8.1 million, $7.6 million and $7.3
million in the years ended January 3, 2009, December 29, 2007 and December 30, 2006, respectively.
Multi-Employer Plans
The Company is also party to various industry-wide collective bargaining agreements that
provide pension benefits. Total contributions to these plans for eligible participants were
approximately $1.6 million, $2.8 million and $3.7 million in the years ended January 3, 2009,
December 29, 2007 and December 30, 2006, respectively.
58
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
NOTE
14 — SHAREHOLDERS’ EQUITY
The Company’s authorized share capital as of January 3, 2009 and December 29, 2007 consisted
of 1,000 shares of $0.001 par value common stock of which 1,000 shares were issued and outstanding.
All issued and outstanding shares are owned by DHC, a Delaware limited liability company and a
direct wholly-owned subsidiary of DHM Holding Company, Inc. (“HoldCo”).
The Company’s ability to declare dividends is limited under the terms of its senior secured
credit facilities and senior notes indentures. As of January 3, 2009, the Company had no ability to
declare and pay dividends or other similar distributions.
Capital Contributions and Return of Capital
There were no capital contributions or return of capital transactions during either of the
years ended January 3, 2009 and December 29, 2007.
On March 3, 2006, HoldCo executed a $150 million senior secured term loan agreement. In March
2006, HoldCo contributed $28.4 million to its wholly-owned subsidiary, DHC, the Company’s immediate
parent, which contributed the funds to the Company. As planned, in October 2006, the Company
declared a cash capital repayment of $28.4 million to DHC, returning the $28.4 million capital
contribution made by DHC in March 2006. The Company repaid this amount during the fourth quarter of
2006.
On October 4, 2006, the Company loaned $31 million to DHC, which then dividended the funds to
HoldCo for contribution to Westlake Wellbeing Properties, LLC. In connection with this funding, an
intercompany loan agreement was entered into between DHC and the Company. DHC has no operations and
would need to repay the loan with a dividend from the Company, a contribution from HoldCo, or
through a financing transaction. It is currently anticipated that amounts under the intercompany
loan agreement will be replaced with dividend proceeds or the loan would be forgiven in the
future. The Company has accounted for the intercompany loan as a distribution of additional paid-in
capital.
Comprehensive Income (Loss)
Comprehensive income (loss) consists of changes to shareholders’ equity, other than
contributions from or distributions to shareholders, and net income (loss). The Company’s other
comprehensive income (loss) principally consists of unrealized foreign currency translation gains
and losses, unrealized gains and losses on cash flow hedging instruments and pension liability. The
components of, and changes in, accumulated other comprehensive income (loss) are presented in the
Company’s Consolidated Statements of Shareholders’ Equity.
NOTE 15 — BUSINESS SEGMENTS
As discussed in Note 5, the Company approved and committed to a formal plan to divest its
fresh-cut flowers operating segment and accordingly reclassified the results of operations to
discontinued operations. As a result of this reclassification of the fresh-cut flowers segment, the
Company now has three reportable operating segments.
The Company has three reportable operating segments: fresh fruit, fresh vegetables and
packaged foods. These reportable segments are managed separately due to differences in their
products, production processes, distribution channels and customer bases.
59
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
Management evaluates and monitors segment performance primarily through, among other measures,
earnings before interest expense and income taxes (“EBIT”). EBIT is calculated by adding interest
expense and income taxes to income (loss) from continuing operations. 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 or cash flow measures prepared in accordance with GAAP or as a measure of the Company’s
profitability. Additionally, the Company’s 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.
In the tables below, only revenues from external customers and EBIT reflect results from
continuing operations. Total assets, depreciation and amortization and capital additions reflect
results from continuing and discontinued operations for 2008, 2007 and 2006.
The results of operations and financial position of the three reportable operating segments
and corporate were as follows:
Results of Operations:
2008
2007
2006
(In thousands)
Revenues from external customers
Fresh fruit
$
5,401,145
$
4,736,902
$
3,968,963
Fresh vegetables
1,086,888
1,059,401
1,082,416
Packaged foods
1,130,791
1,023,257
938,336
Corporate
1,128
1,252
1,148
$
7,619,952
$
6,820,812
$
5,990,863
EBIT
Fresh fruit
$
305,782
$
170,598
$
103,891
Fresh vegetables
1,123
(21,725
)
(7,301
)
Packaged foods
69,100
78,492
91,392
Total operating segments
376,005
227,365
187,982
Corporate:
Unrealized gain (loss) on cross currency swap
(50,411
)
(10,741
)
20,664
Operating and other expenses
(54,043
)
(59,506
)
(53,377
)
Corporate
(104,454
)
(70,247
)
(32,713
)
Interest expense
(174,485
)
(194,851
)
(174,715
)
Income taxes
48,015
(4,054
)
(22,609
)
Income (loss) from continuing operations, net of income taxes
$
145,081
$
(41,787
)
$
(42,055
)
Corporate EBIT includes general and administrative costs not allocated to operating segments.
Substantially all of the Company’s equity earnings in unconsolidated subsidiaries, which have
been included in EBIT in the table above, relate to the fresh fruit operating segment.
60
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
In addition to obligations recorded on the Company’s Consolidated Balance Sheet as of January3, 2009, the Company has commitments under cancelable and non-cancelable operating leases,
primarily for land, machinery and equipment, vessels and containers and office and warehouse
facilities. A significant portion of the Company’s lease payments are fixed. Total rental expense,
including rent related to cancelable and non-cancelable leases, was $204.2 million, $169.2 million
and $153 million (net of sublease income of $17.1 million, $16.6 million and $16.4 million) for the
years ended January 3, 2009, December 29, 2007 and December 30, 2006, respectively.
The Company modified the terms of its corporate aircraft lease agreement during 2007. The
modification primarily extended the lease period from terminating in 2010 to 2018. The Company’s
corporate aircraft lease agreement includes a residual value guarantee of up to $4.8 million at the
termination of the lease in 2018.
As of January 3, 2009, the Company’s non-cancelable minimum lease commitments, including the
residual value guarantee, before sublease income, were as follows (in thousands):
Fiscal Year
Amount
2009
$
143,054
2010
110,736
2011
85,026
2012
62,842
2013
47,677
Thereafter
115,034
Total
$
564,369
Total expected future sublease income expected to be earned over 7 years is $42.6 million.
In order to secure sufficient product to meet demand and to supplement the Company’s own
production, the Company has entered into non-cancelable agreements with independent growers,
primarily in Latin America and North America, to purchase substantially all of their production
subject to market demand and product quality. Prices under these agreements are generally tied to
prevailing market rates and contract terms generally range from one to ten years. Total purchases
under these agreements were $658.8 million, $564.5 million and $474.5 million for the years ended
January 3, 2009, December 29, 2007 and December 30, 2006, respectively.
62
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
At January 3, 2009, aggregate future payments under such purchase commitments (based on
January 3, 2009 pricing and volumes) are as follows (in thousands):
Fiscal Year
Amount
2009
$
622,921
2010
395,143
2011
348,642
2012
218,687
2013
184,596
Thereafter
131,404
Total
$
1,901,393
In order to ensure a steady supply of packing supplies and to maximize volume incentive
rebates, the Company has entered into contracts for the purchase of packing
supplies; some of these contracts run through 2010. Prices under these agreements are
generally tied to prevailing market rates. Purchases under these contracts for the years ended
January 3, 2009, December 29, 2007 and December 30, 2006 were approximately $292.6 million, $272.7
million and $207.6 million, respectively.
Under these contracts, the Company was committed at January 3, 2009, to purchase packing
supplies, assuming current price levels, as follows (in thousands):
Fiscal Year
Amount
2009
$
158,638
2010
133,875
Total
$
292,513
The Company has numerous collective bargaining agreements with various unions covering
approximately 35% of the Company’s hourly full-time and seasonal employees. Of the unionized
employees, 35% are covered under a collective bargaining agreement that will expire within one year
and the remaining 65% are covered under collective bargaining agreements expiring beyond the
upcoming year. These agreements are subject to periodic negotiation and renewal. Failure to renew
any of these collective bargaining agreements may result in a strike or work stoppage; however,
management does not expect that the outcome of these negotiations and renewals will have a material
adverse impact on the Company’s financial condition or results of operations.
NOTE 17 — DERIVATIVE FINANCIAL INSTRUMENTS
The Company is exposed to foreign currency exchange rate fluctuations, bunker fuel price
fluctuations and interest rate changes in the normal course of its business. As part of its risk
management strategy, the Company uses derivative instruments to hedge certain foreign currency,
bunker fuel and interest rate exposures. The Company’s objective is to offset gains and losses
resulting from these exposures with losses and gains on the derivative contracts used to hedge
them, thereby reducing volatility of earnings. The Company does not hold or issue derivative
financial instruments for trading or speculative purposes.
Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and
Hedging Activities, as amended (“FAS 133”), establishes accounting and reporting standards
requiring that every derivative instrument be recorded in the balance sheet as either an asset or liability and measured at
fair value. FAS 133 also requires that changes in the derivative’s fair value be recognized
currently in earnings unless specific criteria are met and that a company must formally document,
designate and assess the effectiveness of transactions that receive hedge accounting. For those
instruments that qualify for hedge accounting as cash flow hedges, any unrealized gains or losses
are included in accumulated other comprehensive income (loss), with the corresponding asset or
liability recorded on the balance sheet. Any portion of a cash flow hedge that is deemed to be
ineffective is recognized into current period earnings. When the transaction underlying the hedge
is recognized into earnings, the related other comprehensive income (loss) is reclassified to
current period earnings.
Through the first quarter of 2007, all of the Company’s derivative instruments, with the
exception of the cross currency swap, were designated as effective hedges of cash flows as defined
by FAS 133. However, during the
63
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
second quarter of 2007, the Company elected to discontinue its designation of both its foreign
currency and bunker fuel hedges as cash flow hedges under FAS 133. The interest rate swap continues
to be accounted for as a cash flow hedge under FAS 133. As a result, all changes in the fair value
of the Company’s derivative financial instruments from the time of discontinuation of hedge
accounting are reflected in the Company’s consolidated statements of operations. Gains and losses
on foreign currency and bunker fuel hedges are recorded as a component of cost of products sold in
the consolidated statement of operations. Gains and losses related to the interest rate swap are
recorded as a component of interest expense in the consolidated statements of operations.
Foreign Currency Hedges
Some of the Company’s divisions operate in functional currencies other than the U.S. dollar.
As a result, the Company enters into cash flow derivative instruments to hedge portions of
anticipated revenue streams and operating expenses. At January 3, 2009, the Company had forward
contract hedges for forecasted revenue transactions denominated in the Japanese yen, the Euro and
the Swedish krona and for forecasted operating expenses denominated in the Chilean peso, Colombian
peso and the Philippine peso. The Company uses foreign currency exchange forward contracts and
participating forward contracts to reduce its risk related to anticipated dollar equivalent foreign
currency cash flows.
In addition, the net assets of some of the Company’s foreign subsidiaries are exposed to
foreign currency translation gains and losses, which are included as a component of accumulated
other comprehensive income (loss) in shareholders’ equity. The Company has historically not
attempted to hedge this equity risk.
At January 3, 2009, the gross notional value and fair market value of the Company’s foreign
currency hedges were as follows:
Gross Notional Value
Average
Participating
Fair Market Value
Strike
Forwards
Forwards
Total
Assets (Liabilities)
Price
(In thousands)
Foreign Currency Hedges(Buy/Sell):
U.S. Dollar/Japanese Yen
$
147,474
$
—
$
147,474
$
(9,800
)
JPY 104
U.S. Dollar/Euro
100,207
—
100,207
5,206
EUR 1.43
Euro/SEK
—
4,709
4,709
(153
)
SEK 11.09
Chilean Peso/U.S. Dollar
—
22,495
22,495
419
CLP 668
Colombian Peso/U.S. Dollar
—
52,262
52,262
(441
)
COP 2,294
Philippine Peso/U.S. Dollar
—
39,053
39,053
(846
)
PHP 47.5
Total
$
247,681
$
118,519
$
366,200
$
(5,615
)
At December 29, 2007the Company had outstanding hedges denominated in the Japanese yen, the
Euro, the Canadian dollar, the Chilean peso and the Thai baht. The fair market value of these
hedges was a liability of $12.1 million at December 29, 2007.
Bunker Fuel Hedges
The Company enters into bunker fuel hedges for its shipping operations to reduce its risk
related to price fluctuations on anticipated bunker fuel purchases. At January 3, 2009, the
notional volume and the fair market value of the Company’s bunker fuel hedges were as follows:
Fair Market
Notional Volume
Value
Average Price
(metric tons)
(In thousands)
(per metric ton)
Bunker Fuel Hedges:
Rotterdam
15,018
$
(3,576
)
$
418
64
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
At December 29, 2007, the fair market value of the bunker fuel hedges was an asset of $1.1
million, which included $0.4 million related to unsettled bunker fuel hedges that received FAS 133
treatment prior to the discontinuation of hedge accounting during the second quarter of 2007.
For both the foreign currency and bunker fuel hedges, the fair market value of these
instruments is recorded in the consolidated balance sheet as either a current asset or current
liability. Settlement of these hedges will occur during 2009.
Net unrealized gains (losses) and realized gains (losses) included as a component of cost of
products sold in the consolidated statement of operations on the foreign currency and bunker fuel
hedges for fiscal 2008, 2007 and 2006 were as follows:
With the exception of some Colombian peso hedges, all unrealized gains (losses) on foreign
currency and bunker fuel hedges for 2006 were included as a component of other comprehensive income
(loss) in shareholders’ equity. Unrealized losses for 2006 included in the table above relate to
Colombian peso hedges that did not receive FAS 133 treatment and the ineffective portion of bunker
fuel hedges. The realized and unrealized gains (losses) related to discontinued operations were
included as a component of loss from discontinued operations.
Interest Rate and Cross Currency Swaps
As discussed in Note 12, the Company completed an amendment and restatement of its senior
secured credit facilities in April 2006. As a result of this refinancing transaction, the Company
recognized a gain of $6.5 million related to the settlement of its interest rate swap associated
with its then existing Term Loan A. This amount was recorded to other income (expense), net in the
consolidated statement of operations for the year ended December 30, 2006.
In June 2006, subsequent to the refinancing transaction, the Company entered into an interest
rate swap in order to hedge future changes in interest rates. This agreement effectively converted
$320 million of borrowings under Term Loan C, which was variable-rate debt, to a fixed-rate basis
through June 2011. The interest rate swap fixed the interest rate at 7.24%. The paying and
receiving rates under the interest rate swap were 5.49% and 4.82% as of January 3, 2009, with an
outstanding notional amount of $320 million. The critical terms of the interest rate swap were
substantially the same as those of Term Loan C, including quarterly principal and interest
settlements. The interest rate swap hedge has been designated as an effective hedge of cash flows
as defined by FAS 133. The fair value of the interest rate swap was a liability of $26.5 million
and $15.9 million at January 3, 2009 and December29, 2007, respectively. Net payments of the interest rate swap are recorded as a component of
interest expense in the consolidated statements of operations for 2008 and 2007. Net payments were
$5.6 million and $0.4 million for the years ended January 3, 2009 and December 29, 2007,
respectively.
65
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
In addition, in June 2006, the Company executed a cross currency swap to synthetically convert
$320 million of Term Loan C into Japanese yen denominated debt in order to effectively lower the
U.S. dollar fixed interest rate of 7.24% to a Japanese yen interest rate of 3.6%. Payments under
the cross currency swap were converted from U.S. dollars to Japanese yen at an exchange rate of
¥111.9. At January 3, 2009, the exchange rate of the Japanese yen to U.S. dollar was ¥90.6. The
value of the cross currency swap will fluctuate based on changes in the U.S. dollar to Japanese yen
exchange rate and market interest rates until maturity in 2011, at which time it will settle in
cash at the then current exchange rate. The fair market value of the cross currency swap was a
liability of $40.5 million and an asset of $9.9 million at January 3, 2009 and December 29, 2007,
respectively.
The unrealized gains (losses) and realized gains on the cross currency swap for fiscal 2008,
2007 and 2006 were as follows:
2008
2007
2006
(In thousands)
Unrealized gains (losses)
$
(50,411
)
$
(10,741
)
$
20,664
Realized gains
11,209
12,780
4,102
$
(39,202
)
$
2,039
$
24,766
Realized and unrealized gains and losses on the cross currency swap are recorded through other
income (expense), net in the consolidated statements of operations.
FAS 157
As discussed in Note 2, the Company adopted FAS 157 as of December 30, 2007 for financial
assets and liabilities measured on a recurring basis and the impact of the adoption was not
material. FAS 157 establishes a fair value hierarchy that prioritizes observable and unobservable
inputs to valuation techniques used to measure fair value. These levels, in order of highest to
lowest priority are described below:
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement
date for assets or liabilities.
Level 2: Observable prices that are based on inputs not quoted on active markets, but
corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
The fair values of the Company’s derivative instruments are determined using Level 2 inputs,
which are defined as “significant other observable inputs.” The fair values of the foreign currency
exchange contracts, bunker fuel contracts, interest rate swap and cross currency swap were
estimated using internal discounted cash flow calculations based upon forward foreign currency
exchange rates, bunker fuel futures, interest-rate yield curves or quotes obtained from brokers for
contracts with similar terms less any credit valuation adjustments. The Company recorded a credit
valuation adjustment at January 3, 2009 which reduced the derivative liability balances by
approximately $16.3 million and resulted in a corresponding decrease in the unrealized loss
recorded for the derivative instruments. Approximately $2.7 million of the credit valuation
adjustment was recorded as a component of interest expense and $13.6 million was recorded as a
component of other income (expense), net.
66
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
The following table provides a summary of the fair values of assets and liabilities under the
FAS 157 hierarchy:
The counterparties to the foreign currency exchange forward contracts, bunker fuel hedges and
the interest rate swap consist of a number of major international financial institutions. The
Company has established counterparty guidelines and regularly monitors its positions and the
financial strength of these institutions. While counterparties to hedging contracts expose the
Company to credit-related losses in the event of a counterparty’s non-performance, the risk would
be limited to the unrealized gains on such affected contracts. The Company does not anticipate any
such losses.
NOTE 18 — CONTINGENCIES
The Company is a guarantor of indebtedness to some of its key fruit suppliers and other
entities integral to the Company’s operations. At January 3, 2009, guarantees of $3.2 million
consisted primarily of amounts advanced under third-party bank agreements to independent growers
that supply the Company with product. The Company has not historically experienced any significant
losses associated with these guarantees.
The Company issues letters of credit and bank guarantees through its ABL revolver and its
pre-funded letter of credit facilities, and, in addition, separately through major banking
institutions. The Company also provides insurance company issued bonds. These letters of credit,
bank guarantees and insurance company bonds are required by certain regulatory authorities,
suppliers and other operating agreements. As of January 3, 2009, total letters of
credit, bank guarantees and bonds outstanding under these arrangements were $107.3 million, of
which $71 million were issued under its pre-funded letter of credit facility.
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 $218.8 million of its subsidiaries’ obligations to their
suppliers and other third parties as of January 3, 2009.
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.
67
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
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 Company’s financial condition or results of operations.
A significant portion of the Company’s 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 270 lawsuits, in various stages of proceedings, alleging injury as a
result of exposure to DBCP, seeking enforcement of Nicaragua judgments, or seeking to bar Dole’s
efforts to resolve DBCP claims in Nicaragua. In addition, there are 150 labor cases pending in
Costa Rica under that country’s national insurance program.
Fifty-three of the 270 lawsuits are currently pending in various jurisdictions in the United
States, of which 26 have been brought by foreign workers who allege exposure to DBCP in countries
where Dole did not even have operations during the relevant time period. A case pending in Houston,
Texas seeking to bar Dole’s efforts to resolve DBCP claims in Nicaragua has now been dismissed.
The case pending in Los Angeles Superior Court with 10 Nicaraguan plaintiffs, currently with a
trial date of September 10, 2009, will be devoted exclusively to resolving the issue of fraud on
the court and the parties that Dole contends the plaintiffs have committed. Another case pending in
Hawaii Superior Court with 10 plaintiffs from Costa Rica, Guatemala, Ecuador and Panama currently
has a trial date of January 18, 2010. The remaining cases are pending in Latin America and the
Philippines. Claimed damages in DBCP cases worldwide total approximately $44.5 billion, with
lawsuits in Nicaragua representing approximately 88% of this amount. Typically in these cases we
are a joint defendant with the major DBCP manufacturers. Except as described below, none of these
lawsuits has resulted in a verdict or judgment against us.
One case pending in Los Angeles Superior Court with 12 Nicaraguan plaintiffs initially
resulted in verdicts which totaled approximately $5 million in damages against Dole in favor of six
of the plaintiffs. As a result of the court’s March 7, 2008 favorable rulings on Dole’s
post-verdict motions, including, importantly, the court’s decision striking down punitive damages
in the case on U.S. Constitutional grounds, the damages against Dole have now been reduced to $1.58
million in total compensatory awards to four of the plaintiffs; and the court granted Dole’s motion
for a new trial as to the claims of one of the plaintiffs. The parties in this lawsuit have filed
appeals. Once the court makes its determination of costs, the Company will file an appeal bond, which will
further stay the judgment pending the resolution of the appeal. Additionally, the court appointed a
mediator to explore possible settlement of all DBCP cases currently pending before the court.
In Nicaragua, 196 cases are currently filed (of which 28 are active) in various courts
throughout the country, all but one of which were brought pursuant to Law 364, an October 2000
Nicaraguan statute that contains substantive and procedural provisions that Nicaragua’s 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.
Twenty-four cases have resulted in judgments in Nicaragua: $489.4 million (nine cases consolidated
68
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
with 468 claimants) on December 11, 2002; $82.9 million (one case with 58 claimants) on
February 25, 2004; $15.7 million (one case with 20 claimants) on May 25, 2004; $4 million (one case
with four claimants) on May 25, 2004; $56.5 million (one case with 72 claimants) on June 14, 2004;
$64.8 million (one case with 86 claimants) on June 15, 2004; $27.7 million (one case with 39
claimants) on March 17, 2005; $98.5 million (one case with 150 claimants) on August 8, 2005; $46.4
million (one case with 62 claimants) on August 20, 2005; $809 million (six cases consolidated with
1,248 claimants) on December 1, 2006; and $38.4 million (one case with 192 claimants) on November14, 2007. We have appealed all judgments, with our appeal of the August 8, 2005 $98.5 million
judgment and of the December 1, 2006 $809 million judgment currently pending before the Nicaragua
Court of Appeal.
The 28 active cases are currently pending in civil courts in Managua (17), Chinandega (10) and
Puerto Cabezas (1), all of which have been brought under Law 364 except for one of the cases
pending in Chinandega. In 10 of the 17 cases in Managua (Dole has not been ordered to answer in
seven cases), we have sought to have the cases returned to the United States pursuant to Law 364.
Our requests are still pending and we expect to make similar requests in the remaining seven cases
at the appropriate time. However, in one of these cases, we have recently learned (unofficially)
that the Managua court has issued a new judgment for $357.7 million in favor of 417 claimants. In
four of the 10 cases in Chinandega (Dole has not been ordered to answer in six cases), we have
sought to have the cases returned to the United States pursuant to Law 364. In one case, the
Chinandega court has ordered the plaintiffs to respond to our request; in two cases, the court had
denied our requests, and we have appealed that decision; and in the other case, the court has not
yet ruled on our request. In the one case in Puerto Cabezas, we have sought to have the case
returned to the United States, and we have appealed the court’s denial of our request.
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. A Special Master appointed by
the Court of Appeals has recommended that Plaintiffs’ counsel be ordered to pay Defendants’ fees
and costs up to $130,000 each to Dole and the other two defendants; and following such
recommendation, the Court of Appeals has appointed a special prosecutor.
Claimants have also sought to enforce the Nicaraguan judgments in Colombia, Ecuador, and
Venezuela. In addition, there is one case pending in the U.S. District Court in Miami, Florida
seeking enforcement of the August 8, 2005 $98.5 million Nicaraguan judgment. This case is currently
stayed. In Venezuela, the claimants have attempted to enforce five of the Nicaraguan judgments in
that country’s Supreme Court: $489.4 million (December 11, 2002); $82.9 million (February 25,2004); $15.7 million (May 25, 2004); $56.5 million (June 14, 2004); and $64.8 million (June 15,2004). These cases are currently inactive. An action filed to enforce the $27.7 million Nicaraguan
judgment (March 17, 2005) in the Colombian Supreme Court was dismissed. In Ecuador, the
claimants attempted to enforce the five Nicaraguan judgments issued between February 25, 2004
through June 15, 2004 in the Ecuador Supreme Court. The First, Second and Third Chambers of the
Ecuador Supreme Court issued rulings refusing to consider those enforcement actions on the ground
that the Supreme Court was not a court of competent jurisdiction for enforcement of a foreign
judgment. The plaintiffs subsequently refilled those five enforcement actions in the civil court in
Guayaquil, Ecuador. Two of these subsequently filed enforcement actions have been dismissed by the
3rd Civil Court — $15.7 million (May 25, 2004) — and the 12th Civil Court — $56.5 million (June14, 2004) — in Guayaquil; plaintiffs have sought reconsideration of those dismissals. The
remaining three enforcement actions are still pending.
The Company believes that none of the Nicaraguan judgments will be enforceable against any Dole entity
in the U.S. or in any other country, because Nicaragua’s 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.
On October 23, 2006, Dole announced that Standard Fruit de Honduras, S.A. reached an agreement with
the Government of Honduras and representatives of Honduran banana workers. This agreement
establishes a Worker Program that is intended by the parties to resolve in a fair and equitable
manner the claims of male banana workers alleging sterility as a result of exposure to DBCP. The
Honduran Worker Program will not have a material effect on
69
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
Dole’s financial condition or results of operations. The official start of the Honduran Worker
Program was announced on January 8, 2007. On August 15, 2007, Shell Oil Company was included in the
Worker Program. While Dole believes there is no reliable scientific basis for alleged injuries from
the agricultural field application of DBCP, Dole continues to seek reasonable resolution of other
pending litigation and claims in the U.S. and Latin America.
As to all the DBCP matters, the Company has denied liability and asserted substantial
defenses. While Dole believes there is no reliable scientific basis for alleged injuries from the
agricultural field application of DBCP, Dole continues to seek reasonable resolution of other
pending litigation and claims in the U.S. and Latin America. For example, as in Honduras, Dole is
committed to finding a prompt resolution to the DBCP claims in Nicaragua, and is prepared to pursue
a structured worker program in Nicaragua with science-based criteria. 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 Company’s financial condition or results
of operations.
European Union Antitrust Inquiry: On October 15, 2008, the European Commission (“EC”) adopted
a Decision against Dole Food Company, Inc. and Dole Fresh Fruit Europe OHG (collectively “Dole”)
and against other unrelated banana companies, finding violations of the European competition
(antitrust) laws. The Decision imposes €45.6 million in fines on Dole.
The Decision follows a Statement of Objections, issued by the EC on July 25, 2007, and
searches carried out by the EC in June 2005 at certain banana importers and distributors, including
two of Dole’s offices. On November 28 and 29, 2007, the EC conducted searches of certain of the
Company’s offices in Italy and Spain, as well as of other companies’ offices located in these
countries.
On December 3, 2008, the EC agreed in writing that if Dole makes an initial payment of $10
million to the EC on or before January 22, 2009, the EC will stay the deadline for a provisional
payment, or coverage by a prime bank guaranty, of the remaining balance (plus interest as from
January 22, 2009), until April 30, 2009. Dole made this initial $10 million (€7.6 million) payment
on January 21, 2009 and it will be included in other assets in the Company’s first quarter 2009 consolidated balance sheet.
Although no assurances can be given, and although there could be a material adverse effect on
the Company, the Company believes that it has not violated the European competition laws. No
accrual for the Decision has been made in the accompanying condensed consolidated financial
statements, since the Company cannot determine at this time the amount of probable loss, if any,
incurred as a result of the Decision.
Honduran Tax Case: In 2005, we received a tax assessment from Honduras of approximately $137
million (including the claimed tax, penalty, and interest through the date of assessment) relating
to the disposition of all of our interest in Cervecería Hondureña, S.A in 2001. Dole believes the
assessment is without merit and filed an appeal with the Honduran tax authorities, which was
denied. As a result of the denial in the administrative process, in order to negate the tax
assessment, on August 5, 2005, we proceeded to the next stage of the appellate process by filing a
lawsuit against the Honduran government in the Honduran Administrative Tax Trial Court. The
Honduran government sought dismissal of the lawsuit and attachment of assets, which Dole
challenged. The Honduran Supreme Court affirmed the decision of the Honduran intermediate appellate
court that a statutory prerequisite to challenging the tax assessment on the merits is the payment
of the tax assessment or the filing of a payment plan with the Honduran courts; Dole has challenged
the constitutionality of the statute requiring such payment or payment plan. Although no assurance
can be given concerning the outcome of this case, in the opinion of management, after consultation
with legal counsel, the pending lawsuits and tax-related matters are not expected to have a
material adverse effect on our financial condition or results of operations.
Hurricane Katrina Cases: Dole was one of a number of parties sued, including the Mississippi
State Port Authority as well as other third-party terminal operators, in connection with the August
2005 Hurricane Katrina. The plaintiffs asserted that they suffered property damage because of the
defendants’ alleged failure to reasonably secure shipping containers at the Gulfport, Mississippi
port terminal before Hurricane Katrina hit. Dole prevailed in its motions to dismiss several of
these cases, and the remainder were voluntarily withdrawn. No further litigation is pending
against the Company related to Hurricane Katrina, and any new claims would now be time-barred.
70
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
Spinach E. coli Outbreak: On September 15, 2006, Natural Selection Foods LLC recalled all
packaged fresh spinach that Natural Selection Foods produced and packaged with Best-If-Used-By
dates from August 17 through October 1, 2006, because of reports of illness due to E. coli O157:H7
following consumption of packaged fresh spinach produced by Natural Selection Foods. These packages
were sold under 28 different brand names, only one of which was ours. At that time, Natural
Selection Foods produced and packaged all of our spinach items. Dole has no ownership or other
economic interest in Natural Selection Foods.
The U.S. Food and Drug Administration announced on September 29, 2006 that all spinach
implicated in the current outbreak has traced back to Natural Selection Foods. The FDA stated that
this determination was based on epidemiological and laboratory evidence obtained by multiple states
and coordinated by the Centers for Disease Control and Prevention. The trace back investigation has
narrowed to four implicated fields on four ranches. FDA and the State of California announced
October 12, 2006 that the test results for certain samples collected during the field investigation
of the outbreak of E. coli O157:H7 in spinach were positive for E. coli O157:H7. Specifically,
samples of cattle feces on one of the implicated ranches tested positive based on matching genetic
fingerprints for the same strain of E. coli O157:H7 found in the infected persons. To date, 204
cases of illness due to E. coli O157:H7 infection have been reported to the Centers for Disease
Control and Prevention (203 in 26 states and one in Canada) including 31 cases involving a type of
kidney failure called Hemolytic Uremic Syndrome (HUS), 104 hospitalizations, and three deaths. The
vast majority of the spinach E. coli O157:H7 claims were handled outside the formal litigation
process, and Dole expects that to continue to be true for the few remaining claims. Since Natural
Selection Foods, not Dole, produced and packaged the implicated spinach products, Dole has tendered
the defense of these and other claims to Natural Selection Foods and its insurance carriers and has
sought indemnity from Natural Selection Foods, based on the provisions of the contract between Dole
and Natural Selection Foods. The company (and its insurance carriers) that grew the implicated
spinach for Natural Selection Foods is involved in the resolution of the E. coli O157:H7 claims. We
expect that the spinach E. coli O157:H7 matter will not have a material adverse effect on our
financial condition or results of operations.
NOTE 19 — RELATED PARTY TRANSACTIONS
David
H. Murdock, the Company’s Chairman, owns, inter alia,
Castle & Cooke, Inc. (“Castle”), a transportation equipment
leasing company, a private dining club and a hotel. During the years ended January 3, 2009,
December 29, 2007 and December 30, 2006, the Company paid Mr. Murdock’s companies an aggregate of
approximately $9.3 million, $7.2 million and $7.6 million, respectively, primarily for the rental
of truck chassis, generator sets and warehousing services. Castle purchased approximately $0.7
million, $0.7 million and $1.1 million of products from the Company during the years ended January3, 2009, December 29, 2007 and December 30, 2006, respectively.
The Company and Castle are responsible for 68% and 32%, respectively, of all obligations under
an aircraft lease arrangement. Each party is responsible for the direct costs associated with its
use of this aircraft, and all other indirect costs are shared proportionately. During the year
ended January 3, 2009, December 29, 2007 and December 30, 2006, the Company’s proportionate share
of the direct and indirect costs for this aircraft was $2.2 million, $2 million and $1.9 million,
respectively.
The Company and Castle operate their risk management departments on a joint basis. Insurance
procurement and premium costs are based on the relative risk borne by each company as determined by
the insurance underwriters. Administrative costs of the risk management department, which were not
significant, are shared on a 50-50 basis.
The Company retains risk for commercial property losses sustained by the Company and Castle
totaling $3 million in the aggregate and $3 million per occurrence, above which the Company has
coverage provided through third-party insurance carriers. The arrangement provides for premiums to
be paid to the Company by Castle in exchange for the Company’s retained risk. The Company received
approximately $0.5 million, $0.6 million and $0.6 million from Castle during 2008, 2007 and 2006,
respectively.
The Company had a number of other transactions with Castle and other entities owned by Mr.
Murdock, generally on an arms-length basis, none of which, individually or in the aggregate, were
material. The Company had
outstanding net accounts receivable of $1.2 million and a note receivable of $5.7 million due
from Castle at January 3, 2009 and outstanding net accounts receivable of $0.5 million and a note
receivable of $6 million due from Castle at December 29, 2007.
71
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
During the first quarter of 2007, the Company and Castle executed a lease agreement pursuant
to which the Company’s fresh vegetables operations occupy an office building in Monterey,
California, which is owned by Castle. Rent expense for the years ended January 3, 2009 and December29, 2007 totaled $1.4 million and $1 million, respectively.
NOTE 20 — IMPACT OF HURRICANE KATRINA
During the third quarter of 2005, the Company’s operations in the Gulf Coast area of the
United States were impacted by Hurricane Katrina. The Company’s fresh fruit division utilizes the
Gulfport, Mississippi port facility to receive and store product from its Latin American
operations. The Gulfport facility, which is leased from the Mississippi Port Authority, incurred
significant damage from Hurricane Katrina. As a result of the damage sustained at the Gulfport
terminal, the Company diverted shipments to other Dole port facilities including Freeport, Texas;
Port Everglades, Florida; and Wilmington, Delaware. The Company resumed discharging shipments of
fruit and other cargo in Gulfport during the fourth quarter of 2005. The rebuilding of the
Company’s Gulfport facility was completed during 2007.
The financial impact to the Company’s fresh fruit operations included the loss of cargo and
equipment, property damage and additional costs associated with re-routing product to other ports
in the region. Equipment that was destroyed or damaged included refrigerated and dry shipping
containers, as well as chassis and generator-sets used for land transportation of the shipping
containers. The Company maintains customary insurance for its property, including shipping
containers, as well as for business interruption.
The Hurricane Katrina related expenses, insurance proceeds and net gain (loss) on the
settlement of the claims for 2007, 2006 and 2005 were as follows:
2007
2006
2005
Cumulative
(In thousands)
Total Cargo and Property Policies:
Expenses
$
(551
)
$
(1,768
)
$
(10,088
)
$
(12,407
)
Insurance proceeds
9,607
8,004
6,000
23,611
Net gain (loss)
$
9,056
$
6,236
$
(4,088
)
$
11,204
Total charges of $12.4 million include direct incremental expenses of $6.1 million, write-offs
of owned assets with a net book value of $4.1 million and leased assets of $2.2 million
representing amounts due to lessors. The Company settled all of its cargo claim for $9.2 million in
December 2006 and, as a result, recognized a gain of $5.2 million in 2006. In December 2007, the
Company settled all of its property claim for $14.4 million. The Company realized a gain of $9.1
million in 2007 associated with the settlement of its property claim, of which $5.2 million was for
the reimbursement of lost and damaged property. The realized gains associated with the settlements
of both the cargo and property claims are recorded in cost of products sold in the consolidated
statement of operations in 2007 and 2006.
NOTE 21 — SUBSEQUENT EVENT
The Company has received approval from its lenders to amend its senior secured credit facilities.
Such amendments would, among things, (i) permit debt securities secured by a junior lien to be
issued to refinance its senior notes due in 2009 and 2010 in an amount up to the greater of (x)
$500 million and (y) the amount of debt that would not cause the senior secured leverage ratio to
exceed 3.75 to 1.00; (ii) add a new restricted payments basket of up to $50 million to be used to
prepay its senior notes due in 2009 and 2010 subject to pro forma compliance with the senior
secured credit facilities and $70 million of unused availability under the revolving credit
facility; (iii) increase the applicable margin for (x) the term loan facilities to LIBOR plus 5.00%
or the base rate plus 4.00% subject to a 50 basis point step down when the priority senior secured
leverage ratio is less than or equal to 1.75 to 1.00 and (y) for
the revolving credit facility, to a range of LIBOR plus 3.00% to 3.50% or the base rate plus 2.00%
to 2.50%; (iv) provide for a LIBOR floor of 3.00% per annum for our term loan facilities; (v) add a
first priority secured leverage maintenance covenant to the term loan facilities; and (vi) provide
for other technical and clarifying changes. The Company expects such amendments to become effective concurrently with
the closing of its senior notes offering.
72
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED STATEMENTS — (Continued)
(Unaudited)
NOTE 22 — GUARANTOR FINANCIAL INFORMATION
In connection with the issuance of the 2011 Notes in March 2003 and the 2010 Notes in May
2003, all of the Company’s wholly-owned domestic subsidiaries (“Guarantors”) have fully and
unconditionally guaranteed, on a joint and several basis, the Company’s obligations under the
indentures related to such Notes and to the Company’s 2009 Notes and 2013 Debentures (the
“Guarantees”). Each Guarantee is subordinated in right of payment to the Guarantors’ existing and
future senior debt, including obligations under the senior secured credit facilities, and will rank
pari passu with all senior subordinated indebtedness of the applicable Guarantor.
The accompanying guarantor 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 Company’s 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 as well as cash overdraft and income tax reclassifications.
Income (loss) from
continuing
operations, net of
income taxes
(9,662
)
53,075
(56,543
)
(28,657
)
Loss from
discontinued
operations, net of
income taxes
(553
)
(4,020
)
(6,784
)
(4,362
)
Net income (loss)
(10,215
)
49,055
(63,327
)
(33,019
)
During the second quarter of 2008, the Company approved and committed to a formal plan to
divest its fresh-cut flowers operations (“Flowers transaction”). The first phase of the Flowers
transaction was completed during the first quarter of 2009. During the fourth quarter of 2007, the
Company approved and committed to a formal plan to divest its citrus and pistachio operations
(“Citrus”) located in central California. Prior to the fourth quarter of 2007, the operating
results of Citrus were included in the fresh fruit operating segment. The Citrus sale closed
during the third quarter of 2008. The results of operations of these businesses have been
reclassified as discontinued operations for all periods presented.
82
Dates Referenced Herein and Documents Incorporated by Reference