Dole Receives Chinese Approval to Sell Worldwide Packaged Foods, Asia Produce Units
Dole Food Company, Inc. (“Dole”) (NYSE: DOLE) today announced that ITOCHU Corporation (“ITOCHU”) and Dole received unconditional approval from the Chinese Ministry of Commerce to implement the sale of Dole's worldwide packaged foods and Asia fresh produce business to ITOCHU.
“The Ministry of Commerce of the People's Republic of China officially approved our antitrust filing, with no conditions or requirements, in a decision dated January 21, 2013,” said C. Michael Carter, Dole's Executive Vice President and General Counsel. “We are grateful to the case team of China's Anti-monopoly Bureau of MOFCOM for their professionalism and commitment to the timely review of our transaction with ITOCHU. We have now received all seven required regulatory approvals, and Dole expects to complete the sale within the next 30 days.”
Dole also announced fiscal year 2012 results for the two lines of fresh produce business that will remain with the new Dole following the consummation of the sale transaction: fresh fruit and fresh vegetables. The historical results of the Dole worldwide packaged foods and Asia fresh business being sold to ITOCHU are classified as discontinued operations.
Revenues decreased 11% to $4.2 billion for the year ended December 29, 2012, primarily due to the divestitures of our fresh fruit subsidiaries in Germany and Spain, which represented $539 million of sales in 2011. Fresh fruit revenues, excluding the impact of the divestitures, decreased 2% as a result of lower pricing in North America bananas and unfavorable euro and Swedish krona foreign currency movements in Europe. This was partially offset by higher volumes of fresh pineapple sold and improved pricing for Chilean deciduous fruit. Fresh vegetables revenues increased 8% primarily due to improved pricing for packaged salads and sales from the October 2011 berry acquisition, which contributed $68 million to sales in 2012. This was partially offset by lower pricing for fresh-packed vegetables. Excluding the sales from the berry business acquisition, fresh vegetables revenues improved 3%.
Adjusted EBITDA was $146 million for the year ended December 29, 2012 compared to $196 million in the prior year. Fresh fruit Adjusted EBITDA decreased primarily due to lower pricing for bananas in North America as well as higher fruit costs in Europe, partially offset by lower shipping costs in Europe. In addition, fresh fruit earnings were impacted by provisions totaling $26 million recorded in the fourth quarter of 2012 in connection with the possible resolution of certain legal-related matters. Fresh vegetables Adjusted EBITDA was comparable. Higher earnings in the packaged salads and fresh berries businesses were partially offset by lower pricing experienced during the first half of 2012 across all major fresh-packed vegetable product lines. Packaged salads earnings increased primarily due to improved pricing. Fresh berries earnings increased as a result of the berry business acquisition, partially offset by higher growing costs.
“Fresh fruit performance in 2012 was below 2011, and we expect this trend to continue in 2013,” said Mr. Carter, who will be assuming the added role of President and COO in connection with the ITOCHU transaction. “We continue to see aggressive contract negotiations in the North American banana market, driving earnings in that market to lower levels. We expect fresh vegetables Adjusted EBITDA to improve in 2013, but not enough to offset the expected continued decline in the North America banana market. Overall, we expect 2013 Adjusted EBITDA for the new Dole to be at the low end of the guidance range we announced on January 2, 2013, assuming no major market changes.”
“In light of the competitive fresh produce market conditions, we are assessing the new Dole's capital requirements and other possible near-term funding resources, such as Dole's Hawaii land holdings,” continued Mr. Carter. “Potential investments could include increasing the number of fresh fruit farms owned and operated by the new Dole, and required updating of our owned vessel fleet, which has an average age of 21 years.”
After the consummation of the ITOCHU transaction, Dole will retain six refrigerated container vessels, ranging in ages from 14 to 24 years, as well as seven break-bulk refrigerated vessels, ranging in ages from 19 to 27 years. Three of the break-bulk vessels will continue to be used by the Asia Fresh produce business following completion of the ITOCHU transaction, under a ships usage agreement between Dole and ITOCHU. Dole also has four other break-bulk refrigerated vessels under a charter arrangement which will terminate at the end of 2013, and are currently under sub-charter to a third party, and a fifth vessel under charter that is scheduled to terminate in June 2013, subject to possible extension.
The new Dole will also retain approximately 24,700 acres in Hawaii on the Island of Oahu, of which approximately 16,500 acres are listed for sale. Dole farms pineapple, coffee and cacao on approximately 2,900 acres, and has an additional 1,800 farming acres which are not currently in production. The remaining 3,500 acres comprise gullies, washes, and other natural non-productive land. Dole currently estimates the relatively short-term monetization of the approximately 21,800 acres of land that Dole is not currently farming, to be in the $175 million to $200 million range. This range, which exceeds the current net book value for this land, is based on a recently completed internal assessment confirmed by a nationally recognized commercial real estate services firm.
Dole expects to timely file its annual report on Form 10-K by March 14, 2013, including its audited financial statements for fiscal year 2012. At that time, Dole expects to issue an earnings release and will host a conference call with investors.
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