<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 March 22, 1997
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.)
31365 OAK CREST DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91361
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (818) 879-6600
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes 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 April 19, 1997
_____________________ ____________________________________
Common Stock, without 59,895,657
par value
______________________________________________________________________________
______________________________________________________________________________
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DOLE FOOD COMPANY, INC.
INDEX
Page
Number
------
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Income -- quarters
ended March 22, 1997 and March 23, 1996........... 3
Consolidated Balance Sheets -- March 22, 1997 and
December 28, 1996................................. 4
Consolidated Statements of Cash Flow -- quarters
ended March 22, 1997 and March 23, 1996........... 5
Notes to Consolidated Financial Statements........ 6
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..... 7
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K.................. 8-9
Signatures........................................ 10
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PART I.
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DOLE FOOD COMPANY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(in 000s, except per share amounts)
Quarter Ended
- ------------------------------------------------------------------------------
March 22, March 23,
1997 1996
--------------------------------
REVENUE $ 964,992 $ 814,438
Cost of products sold 813,254 687,448
--------- ----------
Gross margin 151,738 126,990
Selling, marketing and administrative
expenses 90,939 79,815
--------- ----------
Operating income 60,799 47,175
Interest expense (16,899) (17,002)
Interest income 2,176 2,184
Other income - net 5,167 4,152
--------- ----------
Income before income taxes 51,243 36,509
Income taxes (9,200) (6,500)
--------- ----------
NET INCOME $ 42,043 $ 30,009
--------- ----------
--------- ----------
Net income per common share $ .70 $ .50
--------- ----------
--------- ----------
Average number of common shares outstanding 60,196 60,329
--------- ----------
--------- ----------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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DOLE FOOD COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(in 000s)
March 22, December 28,
1997 1996
(Unaudited) (Audited)
-------------------------------
CURRENT ASSETS
Cash and short-term investments $ 25,773 $ 34,342
Receivables - net 562,047 518,266
Inventories
Finished products 195,723 169,280
Raw materials and work in progress 167,395 198,306
Growing crop costs 43,435 46,887
Packing materials 18,508 23,213
Operating supplies and other 93,663 88,366
---------- ----------
518,724 526,052
Prepaid expenses 52,513 47,164
---------- ----------
Total current assets 1,159,057 1,125,824
Investments 72,775 72,930
Property, plant and equipment - net 1,022,327 1,024,135
Long-term receivables - net 83,166 69,861
Other assets 204,718 194,057
---------- ----------
$2,542,043 $2,486,807
---------- ----------
---------- ----------
CURRENT LIABILITIES
Notes payable $ 8,512 $ 20,478
Current portion of long-term debt 6,698 1,497
Accounts payable and accrued liabilities 641,163 639,955
---------- ----------
Total current liabilities 656,373 661,930
Long-term debt 936,044 903,807
Other long-term liabilities 350,447 341,798
Minority interests 29,565 29,712
Common shareholders' equity
Common stock 320,525 320,476
Additional paid-in capital 169,125 167,645
Retained earnings 153,353 123,280
Cumulative foreign currency translation
adjustment (73,389) (61,841)
---------- ----------
Total common shareholders' equity 569,614 549,560
---------- ----------
$2,542,043 $2,486,807
---------- ----------
---------- ----------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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DOLE FOOD COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(in 000s)
Quarter Ended
-------------------------------
March 22, March 23,
1997 1996
---------- ----------
OPERATING ACTIVITIES
Net income $ 42,043 $ 30,009
Adjustments to net income
Depreciation and amortization 27,361 25,424
Equity earnings, net of distributions (284) (429)
Provision for deferred income taxes 1,775 2,244
Other (8,270) (3,102)
Change in operating assets and liabilities
Receivables - net (52,676) (15,734)
Inventories 7,328 993
Prepaid expenses (5,349) (14,799)
Accounts payable and accrued liabilities (3,740) (89,539)
Other (8,612) 10,814
---------- ----------
Cash flow used in operating activities (424) (54,119)
INVESTING ACTIVITIES
Capital additions (18,911) (15,097)
Proceeds from sales of property, plant
& equipment 5,138 2,808
Businesses acquired, net of acquired cash (10,300) (15,212)
Sales of investments - net 4,912 6,207
---------- ----------
Cash flow used in investing activities (19,161) (21,294)
FINANCING ACTIVITIES
Short-term debt repayments - net (11,966) (12,011)
Long-term borrowings - net 27,438 63,902
Cash dividends paid (5,985) (5,990)
Issuance of common stock 1,529 4,143
---------- ----------
Cash flow from financing activities 11,016 50,044
Decrease in cash and short-term
investments (8,569) (25,369)
Cash and short-term investments at beginning
of period 34,342 72,151
---------- ----------
Cash and short-term investments at end
of period $ 25,773 $ 46,782
---------- ----------
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SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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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
March 22, 1997 and March 23, 1996, and its results of operations and
cash flow for the 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.
Certain prior year amounts have been reclassified to conform to the 1997
presentation.
2. The Company declared and paid dividends on its common stock of
approximately $6.0 million during the first quarter of 1997 and 1996.
The cash dividends represent the regular quarterly dividend of 10 cents per
share.
3. The Company paid interest of $11.9 million in the first quarter of 1997
and $19.5 million for the same period in 1996. The Company received
income tax refunds (net of income taxes paid) of $1.8 million for the
first quarter of 1997 and paid income taxes (net of refunds) of $18.4
million for the first quarter of 1996.
4. In February 1997, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 128 (SFAS 128),
"Earnings Per Share", which is effective for fiscal years ending after
December 15, 1997. SFAS 128 replaces disclosure of primary and fully
diluted earnings per share with basic and diluted earnings per share.
Application of SFAS 128 would not have had any effect on the Company's
earnings per share for the first quarter of 1997 or 1996.
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DOLE FOOD COMPANY, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Cash flow used in operating activities decreased to $.4 million in the first
quarter of 1997 compared to $54 million in the comparable period of the prior
year. The decrease is a result of a significant paydown of accounts payable
and accured liabilities with proceeds from the distribution of the real
estate and resorts business in the first quarter of 1996. The decrease in
cash used to repay accounts payable and accured liabilities was somewhat
offset by an increase in receivables resulting from increased sales in the
first quarter of 1997 as compared to the comparable period of 1996.
Capital expenditures and business acquisitions of $29 million for the first
quarter of 1997 were for the acquisition and maintenance of productive assets
and were funded largely by the proceeds from the sale of existing assets and
long-term borrowings.
As of March 22, 1997, the Company had net borrowings outstanding of
approximately $82 million under its $600 million, five year revolving credit
facility.
RESULTS OF OPERATIONS
Revenue for the first quarter of 1997 was $965 million compared to revenue of
$814 million for the same period in 1996. Net income for the first quarter
of 1997 was $42 million, $.70 per share, a 40% increase over net income of
$30 million, $.50 per share, for the first quarter of 1996.
The growth in revenue and earnings is attributable to improved volumes and
pricing for the banana operations combined with strong growth in the North
America vegetable business and solid performances from the North America
fresh fruit and canned pineapple operations.
Operating income for the first quarter of 1997 increased to $61 million from
$47 million in the first quarter of 1996. The first quarter of 1997 reflects
a significant increase in operating income despite the adverse impact of the
strengthening of the dollar against several major currencies in which the
Company transacts sales.
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PART II. OTHER INFORMATION
DOLE FOOD COMPANY, INC.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS:
Exhibit Page
No. Number
------- ------
11 Computations of earnings per common share 9
27 Financial data schedule
(b) No reports on Form 8-K were filed for the quarter
ended March 22, 1997.
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EXHIBIT 11
DOLE FOOD COMPANY, INC.
COMPUTATIONS OF EARNINGS PER COMMON SHARE
(Unaudited)
(in 000s, except per share amounts)
Quarter Ended
-------------------------------
March 22, March 23,
1997 1996
---------- ----------
PRIMARY
Net income applicable to common shares $ 42,043 $ 30,009
---------- ----------
Average number of common shares outstanding
during the period 59,858 59,891
Add:
Shares issuable upon exercise of stock
options at average prices during the
period 338 438
---------- ----------
Total primary shares 60,196 60,329
---------- ----------
Primary earnings per common share $ .70 $ .50
---------- ----------
---------- ----------
FULLY DILUTED
Net income applicable to common shares $ 42,043 $ 30,009
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Average number of common shares
outstanding during the period 59,858 59,891
Add:
Shares issuable upon exercise of stock
options at higher of average prices
or end of period prices 457 560
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Total fully diluted shares 60,315 60,451
---------- ----------
Fully diluted earnings per common share $ .70 $ .50
---------- ----------
---------- ----------
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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
May 29, 1997 By /s/ HARVEY J. HEIMBUCH
----------------------
Harvey J. Heimbuch
Vice President - Finance
and Controller
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS <F1>
<FISCAL-YEAR-END> JAN-03-1998<F1>
<PERIOD-START> DEC-29-1996<F1>
<PERIOD-END> MAR-22-1997<F1>
<CASH> 25,773
<SECURITIES> 0
<RECEIVABLES> 703,623
<ALLOWANCES> 58,410
<INVENTORY> 518,724
<CURRENT-ASSETS> 1,159,057
<PP&E> 1,650,391
<DEPRECIATION> 628,064
<TOTAL-ASSETS> 2,542,043
<CURRENT-LIABILITIES> 656,373
<BONDS> 936,044
0
0
<COMMON> 320,525
<OTHER-SE> 249,089
<TOTAL-LIABILITY-AND-EQUITY> 2,542,043
<SALES> 964,992
<TOTAL-REVENUES> 964,992
<CGS> 813,254
<TOTAL-COSTS> 813,254
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,899
<INCOME-PRETAX> 51,243
<INCOME-TAX> 9,200
<INCOME-CONTINUING> 42,043
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 42,043
<EPS-PRIMARY> .70
<EPS-DILUTED> .70
<FN>
<F1>THE COMPANY'S FISCAL YEAR ENDS ON THE SATURDAY CLOSEST TO DECEMBER 31.
FISCAL YEAR 1997 CONSISTS OF 52 WEEKS AND ENDS ON JANUARY 3, 1998. ALL
QUARTERS IN 1997 HAVE 12 WEEKS, EXCEPT THE THIRD QUARTER OF 1997 WHICH HAS
16 WEEKS.
</FN>
</TABLE>
