<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(mark one)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended October 7, 1995
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 1-4455
DOLE FOOD COMPANY, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
HAWAII 99-0035300
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
31355 Oak Crest Drive
Westlake Village, California 91361
-----------------------------------------------------
(Address of principal executive offices and zip code)
(818) 879-6600
------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Shares Outstanding at November 7, 1995
- --------------------- --------------------------------------
Common Stock, without 59,833,187
par value
<PAGE>
DOLE FOOD COMPANY, INC.
Index
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Income -- quarter and
three quarters ended October 7, 1995 and
October 8, 1994.......................................... 3-4
Consolidated Balance Sheets -- October 7, 1995 and
December 31, 1994........................................ 5
Consolidated Statements of Cash Flow -- three quarters
ended October 7, 1995 and October 8, 1994................ 6
Notes to Consolidated Financial Statements............... 7-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............ 10-12
Part II. Other Information
Item 1. Legal Proceedings...................................... 13
Item 6. Exhibits and Reports on Form 8-K....................... 13-15
Signatures...................................................... 16
</TABLE>
-2-
<PAGE>
PART I.
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DOLE FOOD COMPANY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(in 000s, except per share amounts)
<TABLE>
<CAPTION>
Quarter Ended
--------------------------
October 7, October 8,
1995 1994
----------- ----------
<S> <C> <C>
Revenue $1,048,594 $992,444
Cost of products sold 899,838 853,811
---------- --------
Gross margin 148,756 138,633
Selling, marketing and administrative
expenses 106,596 118,478
---------- --------
Operating income 42,160 20,155
Interest expense (20,834) (24,535)
Interest income 2,333 2,741
Other expense - net (2,681) (3,767)
---------- --------
Income (loss) from continuing operations
before income taxes 20,978 (5,406)
Income taxes (benefit) 6,700 (3,400)
---------- --------
Income (loss) from continuing operations 14,278 (2,006)
---------- --------
Discontinued operations:
Income (loss) from discontinued operations,
net of income taxes (benefit) of $(70,952)
and $3,700 (102,104) 3,291
Distribution expenses, net of income taxes
of $2,050 (2,950) -
---------- --------
Income (loss) from discontinued operations (105,054) 3,291
---------- --------
Net income (loss) $ (90,776) $ 1,285
========== ========
Earnings (loss) per common share:
Continuing operations $ 0.24 $ (0.03)
Discontinued operations (1.76) 0.05
---------- --------
Net income (loss) per common share $ (1.52) $ .02
========== ========
Average number of common shares outstanding 59,834 59,692
========== ========
</TABLE>
See Notes to Consolidated Financial Statements.
-3-
<PAGE>
DOLE FOOD COMPANY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(in 000s, except per share amounts)
<TABLE>
<CAPTION>
Three Quarters Ended
-------------------------
October 7, October 8,
1995 1994
----------- -----------
<S> <C> <C>
Revenue $2,966,532 $2,664,494
Cost of products sold 2,483,604 2,236,629
---------- ----------
Gross margin 482,928 427,865
Selling, marketing and administrative
expenses 309,808 298,263
---------- ----------
Operating income 173,120 129,602
Interest expense (65,697) (56,583)
Interest income 5,517 7,285
Other expense - net (6,651) (3,663)
Net gain on assets sold or held for disposal 61,655 -
---------- ----------
Income from continuing operations
before income taxes 167,944 76,641
Income taxes 53,400 15,800
---------- ----------
Income from continuing operations 114,544 60,841
---------- ----------
Discontinued operations:
Income (loss) from discontinued operations,
net of income taxes (benefit) of $(69,552)
and $4,100 (100,087) 5,846
Distribution expenses, net of income taxes
of $2,050 (2,950) -
---------- ----------
Income (loss) from discontinued operations (103,037) 5,846
---------- ----------
Net income (loss) $ 11,507 $ 66,687
========== ==========
Earnings (loss) per common share:
Continuing operations $1.92 $ 1.02
Discontinued operations (1.73) .10
---------- ----------
Net income per common share $0.19 $ 1.12
========== ==========
Average number of common shares outstanding 59,741 59,696
========== ==========
</TABLE>
See Notes to Consolidated Financial Statements.
-4-
<PAGE>
DOLE FOOD COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(in 000s)
<TABLE>
<CAPTION>
October 7, December 31,
1995 1994
(Unaudited) (Audited)
------------ -----------
<S> <C> <C>
Current assets
Cash and short-term investments $ 31,186 $ 45,162
Receivables - net 476,660 494,755
Inventories
Finished products 171,626 205,462
Raw materials and work in progress 99,876 135,850
Growing crop costs 35,301 36,605
Packing materials 113,230 96,729
Operating supplies and other 85,738 77,877
Prepaid expenses 46,738 46,569
---------- ----------
Total current assets 1,060,355 1,139,009
Investments 59,110 58,683
Property, plant and equipment - net 1,018,422 1,273,545
Long-term receivables - net 23,643 38,763
Other assets 112,209 108,917
Net assets held for distribution 977,120 1,065,702
---------- ----------
$3,250,859 $3,684,619
========== ==========
Current liabilities
Notes payable $ 15,373 $ 50,366
Current portion of long-term debt 1,616 3,450
Accounts payable and accrued liabilities 648,772 590,450
---------- ----------
Total current liabilities 665,761 644,266
Long-term debt 1,098,286 1,554,504
Deferred income taxes and other long-term
liabilities 381,005 380,527
Minority interests 26,639 24,681
Common shareholders' equity
Common stock 320,460 320,121
Additional paid-in capital 169,532 165,541
Retained earnings 628,311 634,717
Cumulative foreign currency translation
adjustment (39,135) (39,738)
---------- ----------
Total common shareholders' equity 1,079,168 1,080,641
---------- ----------
$3,250,859 $3,684,619
========== ==========
</TABLE>
See Notes to Consolidated Financial Statements.
-5-
<PAGE>
DOLE FOOD COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(in 000s)
<TABLE>
<CAPTION>
Three Quarters Ended
----------------------
October 7, October 8,
1995 1994
---------- ----------
<S> <C> <C>
Operating activities
Income from continuing operations $ 114,544 $ 60,841
Adjustments to continuing operations
Depreciation and amortization 92,706 89,690
Equity earnings, net of distributions (1,551) (428)
Net gain on assets sold or held for disposal (61,655) -
Provision for deferred income taxes 6,800 18,191
Change in operating assets and liabilities
Receivables - net 59,687 (75,918)
Inventories (308) 63,839
Prepaid expenses (10,075) (8,084)
Accounts payable and accrued liabilities 67,396 (19,293)
Other (51,830) (40,096)
--------- ---------
Cash flow from operating activities from
continuing operations 215,714 88,742
Cash flow used by operating activities
from discontinued operations (5,031) (46,801)
--------- ---------
Cash flow from operating activities 210,683 41,941
Investing activities
Capital additions (73,981) (152,267)
Proceeds from sales of businesses and assets 383,799 3,594
Purchases of investments and acquisitions (21,514) (47,202)
Other 4,384 1,637
--------- ---------
Cash flow from (used by) investing activities
from continuing operations 292,688 (194,238)
Cash flow used by investing activities
from discontinued operations (8,576) (67,236)
--------- ---------
Cash flow from (used by) investing
activities 284,112 (261,474)
Financing activities
Short-term repayments - net (35,504) (16,753)
Long-term borrowings (repayments) - net (458,874) 235,961
Cash dividends paid (17,875) (17,843)
Other 4,330 568
--------- ---------
Cash flow (used by) from financing activities
from continuing operations (507,923) 201,933
Cash flow (used by) from financing activities
from discontinued operations (848) 32,618
--------- ---------
Cash flow (used by) from financing
activities (508,771) 234,551
--------- ---------
(Decrease) increase in cash and short-term
investments (13,976) 15,018
Cash and short-term investments at beginning
of period 45,162 34,053
--------- ---------
Cash and short-term investments at end of period $ 31,186 $ 49,071
========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
-6-
<PAGE>
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. In the opinion of management, the accompanying unaudited consolidated
financial statements of Dole Food Company, Inc. (the "Company") include all
adjustments necessary to present fairly its financial position as of
October 7, 1995, its results of operations for the quarter and three
quarters then ended, and cash flows for the three quarters then ended.
Interim results are subject to significant seasonal variations and are not
necessarily indicative of the results of operations for a full year.
The Company restated the previously reported third quarter results to
reflect a $24 million reduction in the amount of the write-down required
for its real estate and resort properties reflected in discontinued
operations. The adjustment increases retained earnings as of October 7,
1995 by $14.1 million to $628.3 million and reduces the third quarter loss
from discontinued operations from $119.2 million ($1.99 per share) to
$105.1 million ($1.76 per share).
2. During the first three quarters of 1995, the Company declared approximately
$17.9 million of cash dividends on its common stock, which represented the
regular second, third and fourth quarterly dividends. Dividends paid in
1995 totaled approximately $17.9 million and represented the regular first,
second and third quarterly dividends of 1995.
The Company declared and paid approximately $17.8 million of cash dividends
on its common stock, during the first three quarters of 1994, which
represented the regular first, second and third quarterly dividends. All
dividends in 1995 and 1994 were at a rate of 10 cents per share.
3. The Company paid interest of $87.8 million in the first three quarters of
1995 and $68.3 million for the same period in 1994. Income taxes paid
(refunded) totaled $43.7 million and ($1.0) million for the first three
quarters of 1995 and 1994, respectively.
4. On May 19, 1995, the Company completed the sale of its worldwide juice and
juice beverage business, resulting in initial net proceeds of approximately
$233 million and a pretax gain of approximately $145 million. The Company
received in early November, additional proceeds of approximately $37
million based upon the final closing balance sheet. In addition, during the
second quarter of 1995, the Company began to implement its plans to sell
certain of its agricultural properties and other assets which have
generated low returns. The book value of the assets to be sold exceeded the
estimated fair value less costs to sell, resulting in an adjustment of
$83.3 million. The resulting net pretax gain of $61.7 million was recorded
in the second quarter of 1995.
-7-
<PAGE>
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
5. In October, 1995, the Company formalized a plan to separate its real estate
and resorts business from its food business. On October 17, 1995, Castle &
Cooke, Inc. ("Castle"), the newly formed real estate and resorts entity,
filed a Registration Statement on Form 10 with the Securities and Exchange
Commission. Each Company shareholder of record will receive one share of
Castle common stock for every three shares of the Company's common stock as
a dividend. The dividend will be taxable to such shareholders only if and
to the extent that the Company has current earnings and profits for 1995 or
accumulated earnings and profits as of the distribution date. The Company's
current tax projections indicate that the distribution will not be taxable
as a dividend to its shareholders. The distribution is expected to occur on
or before December 30, 1995.
Under the plan of distribution, the Company will transfer approximately
$950 million of net assets to Castle and in partial consideration therefore
the Company will receive a combination of preferred stock and notes of $245
million. As a result of the distribution and the write-down, described in
Note 6, the Company's shareholders' equity will be reduced by approximately
$650 million, of which $104 million has been reflected in the third quarter
of 1995.
In connection with this plan of distribution, the operating results of the
real estate and resorts business have been accounted for as discontinued
operations. The 1994 consolidated financial statements have been restated
to conform with the 1995 presentation.
Revenues of the real estate and resorts business for the first three
quarters of 1995 and 1994 were $249 million and $223 million, respectively.
The real estate and resorts business revenues for the third quarter 1995
and 1994 were $89 million and $90 million, respectively. Income from
discontinued operations reflects an allocation of the Company's overall
interest costs based on the amounts of cash and interest bearing notes
expected to be received by the Company upon distribution. Net assets held
for distribution consist primarily of receivables, real estate
developments, property and equipment, accounts payable and accrued
liabilities.
6. As of October 7, 1995, the Company reviewed certain of its real estate and
resort properties to determine, in accordance with generally accepted
accounting principles, whether expected future cash flows (undiscounted and
without interest charges) from each property would result in the recovery
by the Company of the carrying amount of such property. The review focused
on the Lana'i resort properties due to certain adverse developments
effecting such properties that occurred subsequent
-8-
<PAGE>
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
to the Company's 1994 fiscal year end. These developments included the
slower than expected pace of home sales at the Koele project during 1995,
delays encountered in June 1995 in obtaining necessary permits and
approvals for the Manele Bay residential project, and disappointing
occupancy results at The Manele Bay Hotel during the third quarter of 1995.
These adverse developments, combined with a 30% decline in the Oahu home
resale market in 1995 and the recent sale at depressed prices of several
luxury hotels in Hawaii, caused management to substantially lower its
estimates of future cash flow from the Lana'i resort properties. This
decrease in estimated future cash flows led to a determination that the
Lana'i resort properties were impaired in accordance with generally
accepted accounting principles. In accordance with Statement of Financial
Accounting Standards No. 67, "Accounting for Costs and Initial Rental
Operations of Real Estate Projects" ("SFAS 67"), each of the Company's real
estate projects was carried at the lower of cost or net realizable value,
with net realizable value deemed to be the undiscounted estimated future
cash flows from the project. Under SFAS 67, the Lana'i resort properties
would have been written down by approximately $91 million to their net
realizable value as of October 7, 1995. However, in the third quarter of
1995, the Company elected to adopt Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and
Long-Lived Assets to be Disposed of" ("SFAS 121"), which requires an
impaired property to be written down to fair value. The fair value of a
property for purposes of SFAS 121 is deemed to be the amount a willing
buyer would pay a willing seller for such property in a current
transaction. In accordance with SFAS 121, an impairment pretax loss of $168
million ($99.1 million after tax) was recorded as part of discontinued
operations in the accompanying statements of income for the quarter and
three quarters ended October 7, 1995 for the difference between the
carrying value and the fair value of the Lana'i resort properties. The fair
value of the resort properties was based on a combination of discounted
cash flow projections and comparable independent sales for similar assets.
In addition, an impairment pretax loss of $8 million ($4.7 million after
tax) was recorded in the third quarter of 1995 for certain other
residential properties that were also determined to be impaired.
-9-
<PAGE>
DOLE FOOD COMPANY, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Operating activities from continuing operations for the first three quarters of
1995 generated approximately $216 million of positive cash flow, an increase of
$127 million from $89 million for the first three quarters of 1994, primarily
due to significant net working capital changes effected by the sale of the
worldwide juice and juice beverage business in the second quarter of 1995 and
improved operating results.
During the first three quarters of 1995, the Company reduced net bank debt
through a combination of higher cash flow from operations and proceeds generated
primarily from the two transactions described below.
During the first quarter of 1995, the Company entered into an agreement with a
syndicate of banks for the sale and leaseback of certain vessels including four
recently constructed refrigerated vessels. This transaction generated net
proceeds to the Company of approximately $133 million. The Company will lease
the vessels for seven years.
In addition, on May 19, 1995, the Company completed the sale of its worldwide
juice and juice beverage business. Net proceeds of approximately $233 million
were based upon a preliminary balance sheet. The Company received in early
November, additional proceeds of approximately $37 million based upon the final
closing balance sheet.
At October 7, 1995, the Company had approximately $667 million of net borrowing
capacity under a $1 billion credit facility which expires in 1999. The Company
also borrows under uncommitted lines of credit at rates offered from time to
time by various banks that may or may not be lenders under the $1 billion credit
facility.
Capital expenditures for continuing operations for the first three quarters of
1995 totaled approximately $74 million, and was invested in various business
expansions and capital improvements.
In October, 1995, the Company initiated a formal plan to separate its real
estate and resorts business from its food business, in a pro rata taxable
distribution to the Company's shareholders. The distribution is expected to
occur on or before December 30, 1995. As partial consideration for the
Company's real estate and resorts business the Company will receive a $200
million interim note due within 90 days from the date of distribution and a $10
million term note due five years from the date of distribution. Additional
consideration will include issuance to the Company of 3,500 shares of cumulative
preferred stock with an aggregate liquidation value of $35 million. The Company
intends to sell the cumulative preferred stock to third parties for $35 million
within ninety days from the date of the distribution. The Company expects to
use the cash proceeds from the interim note and the preferred stock to repay
outstanding bank indebtedness.
-10-
<PAGE>
DOLE FOOD COMPANY, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
Revenues from continuing operations increased 11% over the prior year, from $2.7
billion for the first three quarters of 1994 to $3.0 billion for the first three
quarters of 1995. Third quarter revenue grew 6%, from $992 million in 1994 to
$1.05 billion in 1995, and increased 16% compared to the third quarter of 1994,
excluding revenues from the recently sold worldwide juice and juice beverage
business. Growth in existing product lines, increases in worldwide banana
revenues, and temporary market conditions for the fresh vegetable business
resulting from the March 1995 California floods are primarily attributable for
the increases in revenue.
Selling, marketing and administrative expenses from continuing operations was
$310 million or 10% of sales for the first three quarters of 1995 compared to
$298 million or 11% of sales for the first three quarters of 1994, primarily due
to business expansions offset by the sale of the worldwide juice and juice
beverage business in the second quarter of 1995. Selling, marketing and
administrative expenses from continuing operations decreased $12 million for the
third quarter of 1995 compared to the third quarter of 1994, primarily as a
result of the sale of the worldwide juice and juice beverage business.
Operating income from continuing operations increased to $173.1 million for the
first three quarters of 1995 compared to $129.6 million in 1994. For the third
quarter of 1995, operating income from continuing operations totaled $42.2
million compared to $20.2 million in 1994. Higher earnings in the first three
quarters and third quarter of 1995 over the prior year were primarily related to
the strengthening of the worldwide banana market, particularly in the Pacific
Rim, and the fresh vegetable business which profited from temporary market
conditions resulting from the March 1995 California floods. The processed
pineapple and the value-added pre-cut salad businesses also posted improved
results in the first three quarters of 1995, partially offset by lower results
for dried fruit and nuts. Overall results for the Company's food operations were
favorably impacted by the strengthening yen and deutschemark during the first
three quarters of 1995.
Interest expense from continuing operations, net of interest income and
capitalized interest, increased to $60.2 million for the first three quarters of
1995 from $49.3 million in 1994, as a result of higher interest rates offset by
slightly lower average borrowing levels. Interest expense from continuing
operations, net of interest income and capitalized interest, decreased to $18.5
million during the third quarter of 1995 from $21.8 million in 1994, as a result
of lower average borrowing levels somewhat offset by higher interest rates.
-11-
<PAGE>
DOLE FOOD COMPANY, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
- ---------------------------------
During the second quarter of 1995, the sale of the Company's worldwide juice and
juice beverage business was completed, resulting in a pretax gain of
approximately $145 million. Revenues related to this business totaled
approximately $300 million in 1994. In addition, during the second quarter of
1995, the Company began to implement its plans to sell certain of its
agricultural properties and other assets which have generated low returns.
Sales agreements have been entered into with respect to certain assets, and
sales efforts are proceeding with respect to the others. The book value of the
assets to be sold exceeded the estimated fair value less costs to sell,
resulting in an adjustment of $83.3 million in the second quarter of 1995. The
gain on the sale of the beverage business, net of adjustments related to the
planned disposal of assets, resulted in a net pretax gain of $61.7 million and
an increase in the Company's estimated 1995 annualized income tax rate from 23%
to 32%. The sale of the juice business and the planned sale of agricultural
properties and other assets are not expected to have a significant impact on the
Company's continuing operating income levels.
The Company incurred a $103.0 million or $1.73 per share loss from discontinued
operations for the first three quarters of 1995. The loss from discontinued
operations includes distribution expenses, of $3.0 million, net of income taxes
and a write-down to certain real estate and resort properties of $103.8 million,
net of income taxes. As of October 7, 1995, the Company reviewed certain of its
real estate and resort properties to determine, in accordance with generally
accepted accounting principles, whether expected future cash flows (undiscounted
and without interest charges) from each property would result in the recovery by
the Company of the carrying amount of such property. Certain adverse
developments effecting the Lana'i resort properties that occured subsequent to
the Company's 1994 fiscal year end caused management to substantially lower its
estimate of that project's cash flow. That decrease led to a determination that
the Lana'i resort properties were impaired as defined by generally accepted
accounting principles and, accordingly, an impairment pretax loss of $168
million ($99.1 million after tax) was recorded as part of discontinued
operations in the accompanying statements of income for the quarter and three
quarters ended October 7, 1995 for the difference between the carrying value and
the fair value of the Lana'i resort properties. In addition, an impairment
pretax loss of $8 million ($4.7 million after tax) was recorded in the third
quarter of 1995 for certain other residential properties that were also
determined to be impaired.
-12-
<PAGE>
PART II. OTHER INFORMATION
DOLE FOOD COMPANY, INC.
Item 1. Legal Proceedings
In the Company's Form 10-K for the fiscal year ended December 31, 1994, the
Company described certain lawsuits that had been filed in Texas against some of
the manufacturers of a formerly widely used agricultural chemical called DBCP,
the Company and several of its competitors. In these lawsuits, a large number
of foreign nationals allege personal injuries caused by contact with DBCP. The
plaintiffs claim that during the 1960's and 1970's they were employees of
Company subsidiaries, competitors and independent local growers. In October
1995, four of the six cases pending in Texas state courts were dismissed by the
Texas federal court on the grounds that the plaintiffs' home countries are the
more appropriate forums for the claims. This dismissal involved approximately
75% of the Texas plaintiffs, many of whom have now filed claims in their home
country. The remaining two cases were remanded to Texas state courts, where
procedural matters are being addressed. Additionally, two new, similar DBCP
actions were filed in Louisiana state court in June 1995 by plaintiffs from the
same foreign countries. The Louisiana cases were removed to federal court where
defendants have filed a motion to dismiss on the same grounds successfully
asserted in the Texas dismissal action. As to all such matters, the Company has
denied liability and asserted substantial defenses. In the opinion of
management, after consultation with outside counsel, the pending lawsuits are
not expected to have a material adverse effect on the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit Page
No. Number
------ ------
11 Computations of earnings per common share 14-15
27 Financial data schedule
(b) No reports on Form 8-K were filed for the quarter
ended October 7, 1995.
-13-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DOLE FOOD COMPANY, INC.
Registrant
December 28, 1995 By /s/ MICHAEL S. KARSNER
-----------------------------
Michael S. Karsner
Vice President - Treasurer
and Chief Financial Officer
By /s/ PATRICIA A. MCKAY
------------------------------
Patricia A. McKay
Vice President - Finance
and Controller
-16-
<PAGE>
EXHIBIT 11
DOLE FOOD COMPANY, INC.
Computations of Earnings per Common Share
(Unaudited)
(in 000s, except per share amounts)
<TABLE>
<CAPTION>
Quarter Ended
-------------------------
October 7, October 8,
1995 1994
---------- ----------
<S> <C> <C>
PRIMARY
Income (loss) from continuing operations
applicable to common shares $ 14,278 $(2,006)
Income (loss) from discontinued operations
applicable to common shares (105,054) 3,291
--------- -------
Net income (loss) from continuing operations
applicable to common shares $ (90,776) $ 1,285
========= =======
Average number of common shares outstanding
during the period 59,764 59,477
Add:
Shares issuable upon exercise of stock
options at average prices during the
period 70 215
--------- -------
Total primary shares 59,834 59,692
========= =======
Primary earnings per common share:
Continuing operations $ 0.24 $ (0.03)
Discontinued operations (1.76) 0.05
--------- -------
Net income (loss) $ (1.52) $ 0.02
========= =======
FULLY DILUTED
Income (loss) from continuing operations
applicable to common shares $ 14,278 $(2,006)
Income (loss) from discontinued operations
applicable to common shares (105,054) 3,291
--------- -------
Net income (loss) from continuing operations
applicable to common shares $ (90,776) $ 1,285
========= =======
Average number of common shares outstanding
during the period 59,764 59,477
Add:
Shares issuable upon exercise of stock
options at higher of average prices
or end of period prices 234 215
--------- -------
Total fully diluted shares 59,998 59,692
========= =======
Fully diluted earnings per common share:
Continuing operations $ 0.24 $ (0.03)
Discontinued operations (1.76) 0.05
--------- -------
Net income (loss) $ (1.52) $ 0.02
========= =======
</TABLE>
-14-
<PAGE>
EXHIBIT 11
(Continued)
DOLE FOOD COMPANY, INC.
Computations of Earnings per Common Share
(Unaudited)
(in 000s, except per share amounts)
<TABLE>
<CAPTION>
Three Quarters Ended
-------------------------
October 7, October 8,
1995 1994
------------ -----------
<S> <C> <C>
PRIMARY
Income from continuing operations
applicable to common shares $ 114,544 $60,841
Income (loss) from discontinued operations
applicable to common shares (103,037) 5,846
--------- -------
Net income from continuing operations
applicable to common shares $ 11,507 $66,687
========= =======
Average number of common shares outstanding
during the period 59,594 59,470
Add:
Shares issuable upon exercise of stock
options at average prices during the
period 147 226
--------- -------
Total primary shares 59,741 59,696
========= =======
Primary earnings per common share:
Continuing operations $ 1.92 $ 1.02
Discontinued operations (1.73) 0.10
--------- -------
Net income $ 0.19 $ 1.12
========= =======
FULLY DILUTED
Income from continuing operations
applicable to common shares $ 114,544 $60,841
Income (loss) from discontinued operations
applicable to common shares (103,037) 5,846
--------- -------
Net income from continuing operations
applicable to common shares $ 11,507 $66,687
========= =======
Average number of common shares outstanding
during the period 59,594 59,470
Add:
Shares issuable upon exercise of stock
options at higher of average prices
or end of period prices 234 226
--------- -------
Total fully diluted shares 59,828 59,696
========= =======
Fully diluted earnings per common share:
Continuing operations $ 1.92 $ 1.02
Discontinued operations (1.73) 0.10
--------- -------
Net income $ 0.19 $ 1.12
========= =======
</TABLE>
-15-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS <F1>
<FISCAL-YEAR-END> DEC-30-1995<F1>
<PERIOD-START> JAN-01-1995<F1>
<PERIOD-END> OCT-07-1995<F1>
<CASH> 31,186
<SECURITIES> 0
<RECEIVABLES> 341,136<F2>
<ALLOWANCES> 42,415<F3>
<INVENTORY> 505,771
<CURRENT-ASSETS> 1,060,355
<PP&E> 1,546,932
<DEPRECIATION> 528,510
<TOTAL-ASSETS> 3,250,859
<CURRENT-LIABILITIES> 665,761
<BONDS> 1,098,286
0
0
<COMMON> 320,460
<OTHER-SE> 758,708
<TOTAL-LIABILITY-AND-EQUITY> 3,250,859
<SALES> 2,966,532
<TOTAL-REVENUES> 2,966,532
<CGS> 2,483,604
<TOTAL-COSTS> 2,483,604
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 65,697
<INCOME-PRETAX> 167,944
<INCOME-TAX> 53,400
<INCOME-CONTINUING> 114,544
<DISCONTINUED> (103,037)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,507
<EPS-PRIMARY> 0.19
<EPS-DILUTED> 0.19
<FN>
<F1>THE COMPANY'S FISCAL YEAR ENDS ON THE SATURDAY CLOSEST TO DECEMBER 31. FISCAL
YEAR 1994 CONSISTED OF 52 WEEKS AND ENDED ON DECEMBER 31, 1994. ALL QUARTERS IN
1995 HAVE 12 WEEKS, EXCEPT THE THIRD QUARTER OF 1995 WHICH HAS 16 WEEKS. YEAR
TO DATE THIRD QUARTER OF 1995 CONSISTED OF FORTY WEEKS AND ENDED ON OCTOBER 7,
1995.
<F2>INCLUDES TRADE RECEIVABLES ONLY.
<F3>INCLUDES AMOUNTS RELATED TO TRADE RECEIVABLES AND CURRENT NOTES RECEIVABLE.
</FN>
</TABLE>
