Business Wire | Dec 3, 2021 06:26AM EST

Dole plc Reports Third Quarter 2021 Financial Results

Dec. 03, 2021

DUBLIN--(BUSINESS WIRE)--Dec. 03, 2021--Dole plc (NYSE: DOLE) has today released its financial results for the third quarter ended September 30, 2021.

Highlights for the three and nine months of 2021 include:

* Merger of Total Produce plc ("TP") and Dole Food Company ("DFC") to form Dole plc * IPO of Dole plc on July 30, 2021, raising net proceeds of $398.9 million * Completed $1.4 billion debt refinancing * Strong results delivered within a complex economic environment * Diversified business model and wide geographic footprint provide resilience * Net Debt / Pro-Forma LTM Adjusted EBITDA 2.76x * Dividend of $0.08 per share declared for the quarter * Full year Pro-Forma Revenue target $9.2 billion - $9.4 billion * Full year Pro-Forma Adjusted EBITDA target $390 million - $400 million

Q3'21 Q3'20 YTD'21 YTD'20 YTD Variance

Pro-Forma Revenue - $'m ^(1), (2) 2,317 2,310 7,075 6,768 +4.5%

Pro-Forma Adjusted EBITDA - $'m ^(1), 59.7 92.4 337.7 299.9 +12.6%(2)

Pro-Forma Adjusted Net Income - $'m ^ 3.7 30.9 131.6 107.5 +22.5%(1), (2)

Pro-Forma Adjusted Fully Diluted EPS - $0.04 $0.32 $1.39 $1.13 +22.5%$ ^(1), (2)

Note 1: This press release contains pro-forma financial information. The unaudited pro-forma consolidated financial statements for Dole plc illustrate the effects of the acquisition of DFC by TP and the effects of the IPO and refinancing as if they had occurred on January 1, 2020. This is comparable to the Pro-Forma financial statements presented in the Form F-1 filed with the SEC at the time of the IPO.

The financial statements filed today with the SEC, and which are available on our website ( https://www.doleplc.com/investors), contain the results of TP for the first 7 months to July 29, 2021 (including equity earnings from TP's 45% shareholding in DFC) plus the combined results of TP and DFC from July 29, 2021 to September 30, 2021. Comparative period results to September 30, 2020, are comprised of the nine-month results of TP including equity earnings from TP's 45% shareholding in DFC.

Note 2: Dole plc reports its financial results in accordance with U.S. Generally Accepted Accounting Principles (GAAP). Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share are non-GAAP financial measures. Refer to the end of this release for an explanation and reconciliation of these and other non-GAAP financial measures used in this release to comparable GAAP measures.

Commenting on the results, Carl McCann, Executive Chairman said:

"Dole plc has delivered a strong performance for the first nine months of 2021 in the context of inflationary pressures across our North American and European markets during the third quarter. With industry wide supply chain congestion and labor shortages, our diversified business model has proven itself to be responsive and resilient. We are very pleased with the response of our divisions and people in the face of these challenges and are confident in our ability to meet our full year outlook."

Pro-Forma Revenue for the third quarter increased 0.3% to $2.3 billion. The increase was driven by growth in the Fresh Vegetables and Diversified Fresh Produce - Americas & ROW divisions, offset by decreases in Fresh Fruit and Diversified Fresh Produce - EMEA.

Pro-Forma Revenue increased 4.5% to $7.1 billion for the first nine months of 2021. The increase in year-to-date Pro-Forma Revenue was driven by growth in the Diversified Fresh Produce - Americas & ROW, Diversified Fresh Produce - EMEA and the Fresh Vegetables divisions.

Pro-Forma Adjusted EBITDA for the third quarter decreased 35.4% to $59.7 million compared to the prior year period. The decrease was predominantly driven by EBITDA decreases in Fresh Vegetables due to weak markets in our Fresh Packed Vegetables business and inflationary headwinds in Value Added Salads, as well as EBITDA decreases in the Fresh Fruit division due to ongoing supply chain impacts following last year's hurricanes, and inflationary pressure which contributed to higher costs of production during the quarter.

Pro-Forma Adjusted EBITDA for the first nine months of 2021 increased 12.6% to $337.7 million. The increase has been driven by EBITDA increases in the Fresh Fruit division following a strong first half of the year, and from the Diversified Fresh Produce - EMEA division. This was partially offset by EBITDA decreases in the Fresh Vegetables division due primarily to weakness in our Fresh Packed Vegetables business from an oversupplied market as well as inflationary pressures in Value Added Salads, and in Diversified Fresh Produce - Americas & ROW, due to the impact of adverse weather events in Chile at the outset of the year and against a strong comparator.

Pro-Forma Adjusted Net Income for the third quarter decreased 88.1% to $3.7 million, driven by the reduction in Pro-Forma Adjusted EBITDA.

Pro-Forma Adjusted Net Income for the first nine months of 2021 increased 22.5% to $131.6 million, driven by the increase in Pro-Forma Adjusted EBITDA, offset by an increase in depreciation charges and increase in earnings attributable to non-controlling shareholders.

Selected Pro-Forma Quarterly Segmental Financial Information

Segmental Information2021

Q1 Q2 Q3 YTD Q3 Revenue $'000 $'000 $'000 $'000 Fresh Fruit 755,270 784,772 676,843 2,216,885

Fresh 327,692 332,273 323,779 983,744 VegetablesDiversifiedFresh 419,985 425,373 456,164 1,301,522 Produce - Americas &ROWDiversifiedFresh 795,650 953,932 879,422 2,629,004 Produce -EMEAIntersegment (18,750 ) (18,750 ) (18,750 ) (56,250 )

Total 2,279,847 2,477,600 2,317,458 7,074,905

Adjusted EBITDAFresh Fruit 92,546 86,685 17,891 197,122

Fresh 4,679 (1,408 ) 1,057 4,328 VegetablesDiversifiedFresh 10,421 18,444 4,588 33,453 Produce - Americas &ROWDiversifiedFresh 25,298 41,354 36,191 102,843 Produce -EMEATotal 132,944 145,075 59,727 337,746

2020

Q1 Q2 Q3 YTD Q3 Q4 FYRevenue $'000 $'000 $'000 $'000 $'000 $'000Fresh Fruit 763,646 712,712 682,194 2,158,552 636,987 2,795,539

Fresh 308,692 313,996 320,543 943,231 324,375 1,267,606 VegetablesDiversifiedFresh 381,999 416,993 438,283 1,237,275 475,995 1,713,270 Produce - Americas &ROWDiversifiedFresh 742,871 852,110 886,443 2,481,424 781,524 3,262,948 Produce -EMEAIntersegment (17,490 ) (17,489 ) (17,490 ) (52,469 ) (17,489 ) (69,958 )

Total 2,179,718 2,278,322 2,309,973 6,768,013 2,201,392 8,969,405

Adjusted EBITDAFresh Fruit 61,511 55,509 38,199 155,219 17,491 172,710

Fresh 8,516 8,431 11,496 28,443 11,100 39,543 VegetablesDiversifiedFresh 12,953 16,811 9,631 39,395 14,424 53,819 Produce - Americas &ROWDiversifiedFresh 14,666 29,134 33,084 76,884 28,825 105,709 Produce -EMEATotal 97,646 109,885 92,410 299,941 71,840 371,781

Fresh Fruit

Pro-Forma Revenue for the third quarter was down 0.8% due to lower volumes of Bananas in North America and lower Banana pricing in Europe, as well as lower pricing for Pineapples in North America. This was offset in part by higher pricing in North America for Bananas, volume growth in Pineapples in North America and in Europe, as well as growth in commercial cargo revenues due to higher freight rates.

Pro-forma Revenue for the first nine months of 2021 increased 2.7% due to higher Banana pricing in North America and higher Pineapple pricing across all markets as well as growth in commercial cargo, partially offset by lower Banana volumes in all markets.

Pro-Forma Adjusted EBITDA for the third quarter was down 53.2% compared to the prior year due to lower revenue and higher transportation costs in North America and higher produce costs driven by input materials increases, as well cost pressures from the supply chain impact caused by hurricanes Iota and Eta in Honduras and Guatemala in November 2020. These cost increases were partially offset by strong performance in commercial cargo, as well as by the benefit of currency hedges.

Pro-Forma Adjusted EBITDA for the first nine months of 2021 increased 27.0% largely due to higher revenue driven by higher pricing in the North American Banana market and due to strong performance from commercial cargo, offset by cost pressures from the supply chain impact caused by hurricanes Iota and Eta in Honduras and Guatemala in November 2020 and inflationary headwinds.

Fresh Vegetables

Pro-Forma Revenue for the third quarter increased 1.0% primarily due to higher pricing in the Value-Added Salads business, offset by lower volumes in this business. Production was impacted by labor availability challenges in the quarter. In addition, lower volume and lower pricing in the Fresh Packed Vegetables business led to a decrease in Revenue.

Pro-Forma Revenue for the first nine months of 2021 increased 4.3% due to higher volumes and pricing in the Value-Added Salads business, driven by strong market demand and a better mix of products sold. This was partially offset by revenue declines in the Fresh Packed Vegetables business caused by oversupply within this category impacting pricing.

Pro-forma Adjusted EBITDA for the third quarter decreased by 90.8% primarily due to the significant impact of inflation in inland transportation as well as in packaging and labor and the persistently weak Fresh Packed Vegetables market. Price increases have been implemented with all Valued Added Salads customers to help address the inflationary challenges. Within Fresh Packed Vegetables, plantings have been decreased for 2022 to reduce market exposure.

Pro-Forma Adjusted EBITDA for the first nine months decreased 84.8% primarily due to the inflationary impact on input costs and some specific once off production issues in the Value-Added Salads business.

Diversified Fresh Produce - Americas & ROW

Pro-Forma Revenue for the third quarter increased 4.0% due to a strong performance in the Berry category and growth in other categories such as Apples and Kiwis, offset partially by some port related challenges in the North American export businesses.

Pro-Forma Revenue for the first nine months increased 5.2% due to higher revenue from Berries, and more incrementally by growth in the Chilean export fruit business.

Pro-Forma Adjusted EBITDA for the third quarter decreased 52.4%, driven by the continuing impact of adverse weather which affected the Chilean grape growing season in the first part of the year, offset by good growth in the Berries category.

Pro-Forma Adjusted EBITDA for the first nine months was down 15.1%, with the decrease largely driven by the adverse weather events that impacted the Chilean grape season. This was offset in part by Pro-Forma Adjusted EBITDA improvement from the Berry category as well other categories such as Asparagus and Chilean Top Fruit and Stone Fruit.

Diversified Fresh Produce - EMEA

Pro-forma Revenue for the third quarter decreased 0.8% due to the divestment of a business in the third quarter of 2021 partially offset by the incremental contributions from step up acquisitions and the favorable impact of currency translation.

Pro-Forma Revenue for the first nine months is up 5.9% due to positive currency movements, a strong performance across retail, wholesale, and foodservice channels, and the contribution from step up acquisitions in the period. This was partially offset by the incremental impact of divestments in the third quarter of 2021.

Pro-Forma Adjusted EBITDA for the third quarter was up 9.4% due to a good recovery in the Dutch business following a reorganization, as well as strong performance across other European markets and the favorable impact of currency translation.

Pro-forma Adjusted EBITDA for the first nine months is 33.8% ahead, driven by the recovery in the Dutch business and good performance in Ireland and the UK helped by the reopening of food service channels. The Brazilian export business also performed strongly. The results also benefited from the favorable impact of currency translation.

Net debt

Net Debt is the primary measure used by management to analyze the Company's capital structure and financial leverage. Net debt is a non-GAAP financial measure, calculated as cash and cash equivalents, less current and long-term debt. It also excludes debt discounts and debt issuance costs. The calculation of Net Debt and Financial Leverage as at September 30, 2021 is presented below. Net debt at September 30, 2021 was $1.1 billion. Net Debt for the last 12 months Pro-Forma Adjusted EBITDA was 2.76x.

September 30, 2021 $'000Cash and cash equivalents (234,214 )

Bank overdrafts 27,579

Notes payable and current portion of long-term debt, net 52,241

Long-term debt, net 1,262,334

1,107,940

Less debt discounts and debt issuance costs 22,368

Net Debt 1,130,308

Pro-Forma Adjusted EBITDA Pro-Forma Adjusted EBITDA Q4 2020 71,840

Pro-Forma Adjusted EBITDA YTD Q3 2021 337,746

Pro Forma Adjusted EBITDA for 12 months ended September 30, 409,586 2021 Net Debt / Pro-Forma Adjusted EBTIDA for 12 months 2.76 times Capital Expenditure

Capital expenditure for the year to date is $153 million, including $53 million in final payments for two new vessels, Dole Aztec and Dole Maya which were delivered in the first half of 2021. In addition, $16 million was spent reinvesting in Honduran farms impacted by last year's hurricanes, and $25 million in acquiring pineapple assets.

Outlook for FY21

For the twelve months ending December 31, 2021, Dole plc is targeting Pro-Forma Revenue in the range of $9.2 billion to $9.4 billion and Pro-Forma Adjusted EBITDA in the range of $390 million to $400 million.

Dividend

On December 2, 2021, the Board of Directors of Dole plc declared a cash dividend for the third quarter of 2021 of $0.08 per share, payable on January 7, 2022, to shareholders of record on December 17, 2021.

Pro-Forma Financial Statements

Pro-Forma Methodology

The methodology used to prepare the unaudited Pro-Forma consolidated financial statements for Dole plc to show the estimated effects of the acquisition of Dole Food Company ("DFC") by Total Produce plc ("TP") and the IPO and refinancing as if they had occurred on January 1, 2020, is in line with how the Pro-Forma financial statements were prepared in the F-1.

* All associated Transaction costs reflected on January 1, 2020. * Effective tax rate for 2020 (28.5%) and 2021 (25%). * Applying the results of the Purchase Price Allocation ("PPA") exercise to January 1, 2020: Reversal of fair value uplift to banana and pineapple inventory and bearer plants. DFC accounts for agricultural costs in accordance with ASC 905 Agriculture for all crops except pineapples and bananas due to their continuous cycle of production. At the acquisition balance sheet date previously uncapitalized pineapple and banana costs are required to be recognized at their fair value to reflect the biological transformation of these crops. This is an uplift of $35.0 million in relation to inventory and $68.0 million in relation to bearer plants. These fair value uplifts will be amortized in the income statement over the remaining growth and harvest cycle for the inventory element and over the life of the plants for the bearer plants. In the YTD Q3 2020 this amortization amounted to $86.0 million. 2020 and 2021 Pro-Forma results reflect a reduction in the depreciation charge of $4.0 million. This is a function of the asset values increasing as a result of the PPA exercise offset by an increase in the estimated useful lives of the assets. The interest expense for both years reflects the outcome of the refinancing. Fair value loss on TP's investment in DFC recorded on January 1, 2020. * TP's pickup of its 45% share of DFC's net income has been eliminated. * EPS is calculated using shares in issue following the IPO and additional share issuances. * There is an adjustment in both years to reflect estimated ongoing incremental public company costs of $14.0 million annualized. Pro-Forma Statement of Operations - for the three months ended September 30, 2021

Q3 2021 Q3 2020 $'000 $'000Revenues, net 2,317,458 2,309,973

Cost of sales (2,179,456 ) (2,163,904 )

Gross profit 138,002 146,069

Selling, marketing and general and (120,297 ) (123,597 )administrative expensesLoss on disposal of business (2,134 ) -

Gain on asset sales 4,870 4,872

Operating income 20,441 27,344

Other income (loss) 15,441 (2,784 )

Interest income 1,138 1,282

Interest expense (11,431 ) (11,431 )

Income from continuing operations before 25,589 14,411 income taxes and equity earningsIncome tax provision 3,673 4,326

Equity in net earnings of investments 7,901 6,034 accounted for under the equity method Income from continuing operations, net of 37,163 24,771 income taxes Net income 37,163 24,771

Less: Net income attributable to (7,270 ) (6,215 )noncontrolling interests Net income attributable to Dole Plc 29,893 18,556

Earnings per share: Net income per share - Basic $ 0.32 $ 0.20

Net income per share - Diluted $ 0.31 $ 0.20

Weighted average shares outstanding ('000) Basic 94,878 94,878

Diluted 95,030 95,030

Pro-Forma Statement of Operations - for the nine months ended September 30, 2021

2021 2020

YTD Q3 YTD Q3 $'000 $'000Revenues, net 7,074,905 6,768,013

Cost of sales (6,489,733 ) (6,316,759 )

Gross profit 585,172 451,254

Selling, marketing and general and (378,888 ) (358,032 )administrative expensesMerger transaction, litigation settlement and - (29,000 )other related costs, netLoss on disposal of business (595 ) -

Impairment of PP&E - (1,210 )

Gain on asset sales 12,381 7,843

Operating income 218,070 70,855

Other income (loss) 19,811 (11,611 )

Interest income 3,209 3,918

Interest expense (34,385 ) (34,385 )

Income from continuing operations before 206,705 28,777 income taxes and equity earningsIncome tax provision (43,290 ) (8,731 )

Equity in net earnings of investments 17,597 9,918 accounted for under the equity method Income from continuing operations, net of 181,012 29,964 income taxesLoss from discontinued operations, net of - (43 )income taxes Net income 181,012 29,921

Less: Net income attributable to (21,225 ) (17,066 )noncontrolling interests Net income attributable to Dole Plc 159,787 12,855

Earnings per share: Net income per share - Basic $ 1.68 $ 0.14

Net income per share - Diluted $ 1.68 $ 0.14

Weighted average shares outstanding ('000) Basic 94,878 94,878

Diluted 95,030 95,030

Reconciliation from Pro-Forma Net Income to Pro-Forma Adjusted EBITDA - for the three months ended September 30, 2021

Q3 2021 Q3 2020 $'000 $'000 Net income 37,163 24,771

Loss from discontinued operations, net of income taxes - -

Interest expense from continuing operations 11,431 11,431

Income tax expense (benefit) from continuing operations (3,673 ) (4,326 )

EBIT 44,921 31,876

Depreciation 29,368 26,553

Amortization 2,664 2,993

Net unrealized (gain) loss on derivative instruments 627 1,071

Fair value movement on contingent consideration 30 56

Net unrealized (gain) loss on foreign denominated (3,229 ) 6,021 intercompany borrowingsRestructuring charges / onerous leases (125 ) 487

Fair value uplift on biological assets and pineapple - 17,021 plants(Gain) on asset sales (4,610 ) (5,325 )

(Gain) loss on disposal of a business 2,134 -

Fair value (gain) loss of other acquisitions (5,304 ) -

COVID-19 - 7,872

Insurance proceeds / disposals / asset write downs (9,838 ) -

Legal matters - (56 )

Dole plc Share of Joint Ventures: Interest expense 384 370

Income tax 780 1,429

Depreciation 953 1,367

Amortization 972 675

Adjusted EBITDA 59,727 92,410

Reconciliation from Pro-Forma Net Income to Pro-Forma Adjusted EBITDA - for the nine months ended September 30, 2021

YTD 2021 YTD 2020 $'000 $'000Net income 181,012 29,921

Loss from discontinued operations, net of income taxes - 43

Interest expense from continuing operations 34,385 34,385

Income tax expense from continuing operations 43,290 8,731

EBIT 258,687 73,080

Depreciation 86,659 82,135

Amortization 8,214 8,613

Net unrealized loss (gain) on derivative instruments 2,291 (6,343 )

Fair value movement on contingent consideration 1,130 (693 )

Impairment of PP&E - 1,239

Dole transaction costs - 29,000

Net unrealized (gain) loss on foreign denominated (7,256 ) 10,111 intercompany borrowingsRestructuring charges / onerous leases (375 ) 1,178

Fair value adjustments arising on PPA exercise - 86,246

Gain on asset sales (9,292 ) (7,649 )

Loss on disposal of a business 617 -

Gain on disposal of equity method investments (1,096 ) -

Fair value loss of Legacy Dole acquisition - 1,985

Fair value gain on other acquisitions (7,909 ) -

COVID-19 - 10,878

Insurance proceeds / disposals / asset write downs (19,382 ) -

Legal matters 14,610 (56 )

Dole plc Share of Joint Ventures: Interest expense 1,113 1,134

Income tax 3,174 2,863

Depreciation 4,099 4,082

Amortization 2,462 2,138

Adjusted EBITDA 337,746 299,941

Reconciliation from Pro-Forma Net Income to Pro-Forma Adjusted Net Income - for the three months ended September 30, 2021

Q3 2021 Q3 2020 $'000 $'000 Profit for the financial year attributable to equity 29,893 18,556 shareholdersAdjustments: Amortization of acquisition related intangible assets 2,664 2,993 (subsidiaries)Net unrealized (gain)/loss on derivative financial 627 1,071 instrumentsFair value movements on contingent consideration 30 56

Restructuring/Onerous Leases (125 ) 487

Gain on disposal of business 2,134 -

Gain on asset sales (4,610 ) (5,325 )

Fair value (gain) loss on other acquisitions (5,304 ) -

COVID-19 - 7,872

PPA fair value adjustments - 17,021

Insurance Proceeds (9,838 ) (56 )

Net unrealized (gain) loss on foreign denominated (3,229 ) 6,021 intercompany borrowingsExceptional tax on items above 1,991 (8,611 )

Discrete tax items (10,070 ) (8,433 )

Deferred tax on intangible assets amortization - (419 ) (409 )subsidiariesNCI impact of intangible asset amortization (net of (923 ) (935 )tax)NCI impact of acq related costs and FV movements on (4 ) - contingent consid. Items in earnings for equity method investments: Group share of amortization of acquisition related 972 675 intangible assetsGroup share of exceptional tax (credit)/charge on (123 ) (118 )items above Adjusted earnings for EPS calculation 3,666 30,865

Weighted average number of shares at end of period 94,878 94,878 ('000)Adjusted basic earnings per share $ 0.04 $ 0.33

Diluted weighted average number of shares ('000) 95,030 95,030

Adjusted fully diluted earnings per share $ 0.04 $ 0.32

Reconciliation from Pro-Forma Net Income to Pro-Forma Adjusted Net Income - for the nine months ended September 30, 2021

YTD 2021 YTD 2020 $'000 $'000 Profit (loss) for the financial year attributable to 159,787 12,855 equity shareholders Adjustments: Amortization of acquisition related intangible assets 8,214 8,613 (subsidiaries)Net unrealized loss/(gain) on derivative financial 2,291 (6,343 )instrumentsFair value movements on contingent consideration 1,130 (694 )

Restructuring/Onerous Leases (375 ) 1,178

Gain on disposal of business 617 -

Gain on asset sales (9,292 ) (7,649 )

Fair value gain on other acquisitions (7,909 ) -

Legal Matters 14,610 -

COVID-19 - 10,878

Dole Transaction Costs - 29,000

Impairment of PPE - 1,239

PPA fair value adjustments - 86,246

Insurance Proceeds (19,382 ) (56 )

Net unrealized (gain) loss on foreign denominated (7,256 ) 10,111 intercompany borrowingsFair value loss on Dole 45% - 1,985

Loss on disposal of equity method investments (1,096 ) -

Exceptional tax on items above 578 (30,102 )

Discrete tax items (8,386 ) (7,735 )

Deferred tax on intangible assets amortization - (1,210 ) (1,013 )subsidiariesNCI impact of intangible asset amortization (net of (2,754 ) (2,820 )tax)NCI impact of acq related costs and FV movements on (12 ) - contingent consid. Items in earnings for equity method investments: Group share of amortization of acquisition related 2,462 2,138 intangible assetsGroup share of exceptional tax (credit)/charge on (372 ) (350 )items above Adjusted earnings for EPS calculation 131,645 107,481

Weighted average number of shares at end of period 94,878 94,878 ('000)Adjusted basic earnings per share (cent) $ 1.39 $ 1.13

Diluted weighted average number of shares ('000) 95,030 95,030

Adjusted fully diluted earnings per share (cent) $ 1.39 $ 1.13

Pro-Forma Reconciliation - for the nine months ended September 30, 2021

FV & Trans- Ongoing Pro Forma TP DFC Dole plc Interco Action plc Debt Adj Tax Adj Financial Adj Costs Costs Statements $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 Revenues, net 3,447,702 3,639,105 7,086,807 (11,902 ) - - - - 7,074,905

Cost of sales (3,166,598 ) (3,338,768 ) (6,505,366 ) 15,633 - - - - (6,489,733 )

Gross profit 281,104 300,337 581,441 3,731 - - - - 585,172

Selling,marketing and (214,248 ) (163,390 ) (377,638 ) 5 4,045 (5,300 ) - - (378,888 )general and administrativeexpensesMergertransaction,litigation (22,653 ) - (22,653 ) - 22,653 - - - - settlement andother relatedcosts, netGain on (595 ) - (595 ) - - - - - (595 )disposal of businessImpairment of - - - - - - - - - PP&EGain on asset - 12,381 12,381 - - - - - 12,381 sales Operating 43,608 149,328 192,936 3,736 26,698 (5,300 ) - - 218,070 income (loss)Other income 2,417 16,423 18,840 971 - - - - 19,811

Interest 1,332 1,877 3,209 - - - - - 3,209 incomeInterest (11,392 ) (42,465 ) (53,857 ) - - - 19,472 - (34,385 )expense Income (loss)fromcontinuingoperations 35,965 125,163 161,128 4,707 26,698 (5,300 ) 19,472 - 206,705 before incometaxes andequityearningsIncome tax (14,062 ) (19,299 ) (33,361 ) - - 1,667 (6,123 ) (5,473 ) (43,290 )(provision) benefitEquity in netearnings ofinvestments 44,357 (313 ) 44,044 (26,447 ) - - - - 17,597 accounted forunder theequity method Income fromcontinuing 66,260 105,551 171,811 (21,740 ) 26,698 (3,633 ) 13,349 (5,473 ) 181,012 operations, net of incometaxesIncome fromdiscontinued - - - - - - - - - operations, net of incometaxes Net income 66,260 105,551 171,811 (21,740 ) 26,698 (3,633 ) 13,349 (5,473 ) 181,012 (loss)Less: Netincomeattributable (18,969 ) (2,256 ) (21,225 ) - - - - - (21,225 )tononcontrollinginterests Net income(loss) 47,291 103,295 150,586 (21,740 ) 26,698 (3,633 ) 13,349 (5,473 ) 159,787 attributableto Dole Plc Earnings per share:Net income $ 0.50 $ 1.09 $ 1.59 $ (0.23 ) $ 0.28 $ (0.04 ) $ 0.14 $ (0.06 ) $ 1.68 (loss) per share - BasicNet income(loss) per $ 0.50 $ 1.09 $ 1.58 $ (0.23 ) $ 0.28 $ (0.04 ) $ 0.14 $ (0.06 ) $ 1.68 share -DilutedWeightedaverage shares outstandingBasic 94,878 94,878 94,878 94,878 94,878 94,878 94,878 94,878 94,878

Diluted 95,030 95,030 95,030 95,030 95,030 95,030 95,030 95,030 95,030

Pro-Forma Reconciliation - for the nine months ended September 30, 2020

FV & Trans- Ongoing plc Pro Forma TP DFC Dole plc Interco Action Costs Debt Adj Tax Adj Financial Adj Costs Statements $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 Revenues, net 3,291,284 3,513,129 6,804,413 (36,400 ) - - - - 6,768,013

Cost of (3,044,704 ) (3,226,038 ) (6,270,742 ) (46,018 ) - - - - (6,316,760 )products sold Gross profit 246,580 287,091 533,671 (82,418 ) - - - - 451,253

Selling,marketing and (196,602 ) (150,930 ) (347,532 ) - - (10,500 ) - - (358,032 )general and administrativeexpensesMergertransaction,litigation (392 ) - (392 ) - (28,608 ) - - - (29,000 )settlement andother relatedcosts, netImpairment of (1,210 ) - (1,210 ) - - - - - (1,210 )PP&EGain on asset - 7,843 7,843 - - - - - 7,843 sales Operating 48,376 144,004 192,380 (82,418 ) (28,608 ) (10,500 ) - - 70,854 income (loss)Other income 3,052 (14,663 ) (11,611 ) - - - - - (11,611 )(loss)Interest 1,741 2,177 3,918 - - - - - 3,918 incomeInterest (7,738 ) (62,536 ) (70,274 ) - - - 35,889 - (34,385 )expense Income (loss)fromcontinuingoperations 45,431 68,982 114,413 (82,418 ) (28,608 ) (10,500 ) 35,889 - 28,776 before incometaxes andequityearningsIncome tax (13,095 ) (23,682 ) (36,777 ) 20,604 - 3,302 (11,285 ) 15,425 (8,731 )(provision) benefitEquity in netearnings ofinvestments 27,719 902 28,621 (18,702 ) - - - - 9,919 accounted forunder theequity method Income fromcontinuing 60,055 46,202 106,257 (80,516 ) (28,608 ) (7,198 ) 24,604 15,425 29,964 operations, net of incometaxesLoss fromdiscontinued - (43 ) (43 ) - - - - - (43 )operations, net of incometaxes Net income 60,055 46,159 106,214 (80,516 ) (28,608 ) (7,198 ) 24,604 15,425 29,921 (loss)Less: Netincomeattributable (15,127 ) (1,939 ) (17,066 ) - - - - - (17,066 )tononcontrollinginterests Net income(loss) 44,928 44,220 89,148 (80,516 ) (28,608 ) (7,198 ) 24,604 15,425 12,855 attributableto Dole Plc Earnings per share:Net income $ 0.47 $ 0.47 $ 0.94 $ (0.85 ) $ (0.30 ) $ (0.08 ) $ 0.27 $ 0.16 $ 0.14 (loss) per share - BasicNet income(loss) per $ 0.47 $ 0.47 $ 0.94 $ (0.85 ) $ (0.30 ) $ (0.08 ) $ 0.27 $ 0.16 $ 0.14 share -DilutedWeightedaverage shares outstandingBasic 94,878 94,878 94,878 94,878 94,878 94,878 94,878 94,878 94,878

Diluted 95,030 95,030 95,030 95,030 95,030 95,030 95,030 95,030 95,030

Quarterly Information

2021

Q1 Q2 Q3 YTD Q3 $'000 $'000 $'000 $'000 Revenue 2,279,847 2,477,600 2,317,458 7,074,905

Adjusted 132,944 145,075 59,727 337,746 EBITDAEarnings $ 0.62 $ 0.75 $ 0.32 $ 1.68per ShareAdjustedEarnings $ 0.63 $ 0.72 $ 0.04 $ 1.39 perShare 2020

Q1 Q2 Q3 YTD Q3 Q4 FY $'000 $'000 $'000 $'000 $'000 $'000 Revenue 2,179,718 2,278,322 2,309,973 6,768,013 2,201,392 8,969,405

Adjusted 97,646 109,885 92,410 299,941 71,840 371,781EBITDAEarnings $ (0.35) $ 0.29 $ 0.20 $ 0.14 $ 0.01 $ 0.15per ShareAdjustedEarnings $ 0.44 $ 0.37 $ 0.32 $ 1.13 $ 0.21 $ 1.34perShare The following tables reconciles Revenue and Adjusted EBITDA as reported in the Dole plc Third Quarter 2021 Financial Statements to Pro-Forma Revenue and Pro-Forma Adjusted EBITDA for the three months ended September 30, 2021, and for the nine months Ended September 30, 2021

Q3 2021 Q3 2020 $'000 $'000Revenue per Q3 Financial Statements of Dole plc 1,942,185 1,188,449

Incremental revenue of 100% of DFC * 383,208 1,133,824

Effect of intercompany transactions in period (7,935 ) (12,300 )

Pro Forma Revenue 2,317,458 2,309,973

YTD Q3 2021 YTD Q3 2020 $'000 $'000Revenue per Q3 Financial Statements of Dole plc 4,202,922 3,291,284

Incremental revenue of 100% of DFC * 2,883,885 3,513,129

Effect of intercompany transactions in period (11,902 ) (36,400 )

Pro Forma Revenue 7,074,905 6,768,013

Q3 2021Q3 2020$'000$'000Adjusted EBITDA per Q3 Financial Statements of Dole plc54,938

66,355

Less EBITDA of equity accounted 45% of DFC(1,765

)

(25,494

)

Incremental EBITDA of 100% of DFC *4,354

55,049

Pro Forma public company costs2,200

(3,500

)

Pro Forma Adjusted EBITDA59,727

92,410

YTD Q3 2021YTD Q3 2020$'000$'000Adjusted EBITDA per Q3 Financial Statements of Dole plc229,015

197,071

Less EBITDA of equity accounted 45% of DFC(93,353

)

(95,730

)

Incremental EBITDA of 100% of DFC *207,384

209,100

Pro Forma public company costs(5,300

)

(10,500

)

Pro Forma Adjusted EBITDA337,746

299,941

* Incremental from DFC relates to periods from January 1, 2021, to July 29, 2021, and January 1, 2020, to September 30, 2020, respectively

Dole plc - Condensed Consolidated Balance Sheets (Unaudited)

Q3 2021 Q3 2020 $'000 $'000Adjusted EBITDA per Q3 Financial Statements of Dole 54,938 66,355 plcLess EBITDA of equity accounted 45% of DFC (1,765 ) (25,494 )

Incremental EBITDA of 100% of DFC * 4,354 55,049

Pro Forma public company costs 2,200 (3,500 )

Pro Forma Adjusted EBITDA 59,727 92,410

YTD Q3 YTD Q3 2021 2020 $'000 $'000Adjusted EBITDA per Q3 Financial Statements of Dole 229,015 197,071 plcLess EBITDA of equity accounted 45% of DFC (93,353 ) (95,730 )

Incremental EBITDA of 100% of DFC * 207,384 209,100

Pro Forma public company costs (5,300 ) (10,500 )

Pro Forma Adjusted EBITDA 337,746 299,941

* Incremental from DFC relates to periods from January 1, 2021, to July 29, 2021, and January 1, 2020, to September 30, 2020, respectively

Dole plc - Condensed Consolidated Balance Sheets (Unaudited)

September 30, December 31, 2021 2020ASSETS (U.S. Dollars in thousands)Cash and cash equivalents $ 234,214 $ 160,503

Short-term investments 5,703 -

Trade receivables, net of allowances of $27,756 776,913 365,937 and $10,122, respectivelyGrower advance receivables, net of allowances 100,800 18,946 of $9,572 and $5,598, respectivelyOther receivables, net of allowances of $13,287 115,550 24,324 and $2,850, respectivelyInventories, net of allowances of $4,018 and 421,762 141,179 $0, respectivelyPrepaid expenses 53,403 16,570

Other current assets 12,703 2,936

Assets held-for-sale 435 -

Total current assets 1,721,483 730,395

Long-term investments 24,491 -

Investments in unconsolidated affiliates 126,774 458,557

Actively marketed property 50,638 -

Property, plant and equipment, net of 1,446,773 219,665 accumulated depreciation of $193,208 and $160,111, respectivelyOperating lease right-of-use assets 363,990 140,212

Goodwill 511,133 234,161

Dole brand 306,280 -

Other intangible assets, net of accumulated 63,221 65,634 amortization of $119,995 and $119,575, respectivelyOther assets, net 75,592 30,496

Deferred income tax assets 39,569 6,682

Total assets $ 4,729,944 $ 1,885,802

LIABILITIES AND EQUITY Accounts payable $ 696,433 $ 474,528

Income taxes payable 21,484 2,589

Accrued liabilities 431,344 92,279

Bank overdrafts 27,579 11,243

Notes payable and current portion of long-term 52,241 20,748 debt, netCurrent maturities of operating leases 68,449 21,910

Other tax 52,158 23,371

Contingent consideration 6,266 4,912

Pension and postretirement benefits 20,608 5,787

Other current liabilities 59,187 32,539

Total current liabilities 1,435,749 689,906

Long-term debt, net 1,262,334 314,840

Operating leases, less current maturities 306,634 122,225

Deferred income tax liabilities 149,647 22,451

Contingent consideration, less current portion 3,835 5,786

Pension and postretirement benefits, less 158,167 23,607 current portionOther long-term liabilities 133,417 18,755

Total liabilities $ 3,449,783 $ 1,197,570

Commitments and contingent liabilities: Redeemable noncontrolling interests 31,627 30,317

Stockholders' equity: Common stock-$0.001 par value; 300,000,000shares authorized and 94,877,644 shares 949 4,865 outstanding as of September 30, 2021 and 1,000,000,000 shares authorized and 410,724,962shares outstanding December 31, 2020Additional paid-in capital 794,085 198,232

Retained earnings 450,193 460,715

Accumulated other comprehensive loss (128,485 ) (128,803 )

Total equity attributable to Dole plc 1,116,742 535,009

Equity attributable to noncontrolling interests 131,792 122,906

Total equity 1,248,534 657,915

Total liabilities, redeemable noncontrolling $ 4,729,944 $ 1,885,802 interests and equity Dole plc's results are determined in accordance with U.S. Generally Accepted Accounting Principles ("GAAP").

In addition to its results under GAAP, in this Press Release we also present Dole plc's Pro-Forma EBIT, Pro-Forma Adjusted EBITDA, Pro-Forma Adjusted net income attributable to Dole plc and Pro-Forma Adjusted Earnings per Share, which are supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP.

Pro-Forma EBIT before discontinued operations is calculated from net income (loss) by adding interest expense from continuing operations and adding the income tax expense or subtracting the income tax benefit from continuing operations.

Pro-Forma Adjusted EBITDA is calculated from EBIT before discontinued operations by: (1) adding depreciation and amortization charges; (2) adding merger, transaction and other related costs; (3) adding the net unrealized loss or subtracting the net unrealized gain on derivative instruments; (4) adding the net unrealized loss or subtracting the net unrealized gain on foreign denominated intercompany borrowings; (5) adding the net realized loss or subtracting the net realized gain on noncash settled foreign denominated intercompany borrowings; (6) adding or subtracting fair value movements on contingent consideration; (7) adding impairment charges on goodwill, intangible assets and property, plant and equipment, net of insurance proceeds; (8) adding or subtracting asset write-downs, net of insurance proceeds; (9) adding restructuring charges or onerous contract costs; (10) adding the loss or subtracting the gain on asset sales for assets held-for-sale and actively marketed property; (11) deducting the fair value gain or adding the fair value loss on the acquisition of investments previously accounted for under the equity method; (12) deducting the gain or adding the loss on the sale of investments accounted for under the equity method or other business interests; (13) adding costs for legal matters not in the ordinary course of business; and (14) adding costs that are directly related to the COVID-19 pandemic, and are as follows: costs that are (i) incremental to charges incurred prior to the outbreak, (ii) not expected to recur once the crisis has subsided and operations return to normal and (iii) clearly separable from normal operations. It also includes the Company's share of all listed items within investments accounted for under the equity method.

Pro-Forma Adjusted Net Income attributable to Dole plc is calculated from net income attributable to Dole plc by: (1) adding the loss from discontinued operations, net of income tax; (2) adding intangible asset amortization charges; (3) adding litigation and transaction related costs; (4) adding or subtracting fair value movements on contingent consideration; (5) adding impairment charges on goodwill, intangible assets and property, plant and equipment, net of insurance proceeds; (6) adding net unrealized loss or subtracting the net unrealized gain on derivative instruments including interest rate swaps; (7) adding the net unrealized loss or subtracting the net unrealized gain on foreign denominated intercompany borrowings; (8) adding the net realized loss or subtracting the net realized gain on noncash settled foreign denominated intercompany borrowings; (9) adding restructuring charges or onerous contract costs; (10) adding the loss or subtracting the gain on asset sales for assets held-for-sale and actively marketed property; (11) deducting the gain or adding the loss on the sale of equity investments or other business interests; (12) adding the fees for bond redemption and charges for extinguishment of existing debt issuance costs; (13) adding back the expense or subtracting the benefit of U.S. Tax Reform discrete income tax expense (benefit); and (14) adding costs that are directly related to the COVID-19 pandemic, and are as follows: (i) incremental to charges incurred prior to the outbreak, including incremental costs related to personal protective equipment and transportation, and direct costs due to lower production capacity from a plant shutdown, (ii) not expected to recur once the crisis has subsided and operations return to normal, and (iii) clearly separable from normal operations. Costs related to COVID-19 are not added back after the third quarter of 2020. It also excludes the tax effect and the effect attributable to non-controlling interests share of such items. The calculation of Pro-Forma Adjusted net income also excludes the effect of the Group share of these items within equity method investments.

Pro-Forma Adjusted Earnings per Share is calculated from Pro-Forma Adjusted Net Income attributable to Dole plc divided by diluted weighted average number of shares in the applicable period.

However, Pro-Forma EBIT before discontinued operations, Pro-Forma Adjusted EBITDA, and Pro-Forma Adjusted Net Income attributable to Dole plc are not measurements of Dole plc financial performance under GAAP and should not be considered as alternatives to net income attributable to Dole plc, net income, income (loss) from continuing operations or any other performance measures derived in accordance with GAAP. Additionally, Pro-Forma EBIT before discontinued operations and Pro-Forma Adjusted EBITDA are not intended to be liquidity measures because of certain limitations such as:

* They do not reflect Dole plc's cash expenditures, or future requirements, for capital expenditures or contractual commitments; * They do not reflect changes in, or cash requirements for, Dole plc's working capital needs; * They do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on Dole plc's debt; and * Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and these non-GAAP measures do not reflect cash requirements for such replacements.

Because of these limitations, Pro-Forma EBIT before discontinued operations and Pro-Forma Adjusted EBITDA should not be considered as measures of discretionary cash available to Dole plc to invest in the growth of its and Dole plc's business.

Further, Pro-Forma EBIT before discontinued operations, Pro-Forma Adjusted EBITDA, and Pro Forma Adjusted Net Income attributable to Dole plc as used herein may not be calculated in a similar manner to, and are therefore not necessarily comparable with, similarly titled measures of other companies. However, we have included Pro-Forma EBIT before discontinued operations, Pro-Forma Adjusted EBITDA, and Pro-Forma Adjusted Net Income attributable to Dole plc herein because Dole plc's management believes that Pro-Forma EBIT before discontinued operations, Pro-Forma Adjusted EBITDA, and Pro-Forma Adjusted Net Income attributable to Dole plc are useful performance measures for it. These non-GAAP financial measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our operating results, cash flows, or any other measure prescribed by GAAP.

About Dole plc

A global leader in fresh produce, Dole plc produces, markets, and distributes an extensive variety of fresh fruits and vegetables sourced locally and from around the world. Dedicated and passionate in exceeding our customers' requirements in over 80 countries, our goal is to make the world a healthier and a more sustainable place.

Webcast and Conference Call Information

Dole plc will host a conference call and simultaneous webcast at 10:00 a.m. Eastern Time today to discuss the third quarter 2021 financial results. The webcast can be accessed within "Events and Presentations" on the company website, www.doleplc.com/investors

An archived replay of the webcast will also be available shortly after the live event has concluded. For those without internet access, the conference call can be accessed live by dialing 1-855-979-6564 or for international callers by dialing +44 203 936 2999. The access code is 683777.

A replay of the call will be available through December 31, 2021, by dialing 1-845-709-8569 or for international callers by dialing +44 203 936 3001. The replay access code is 238959.

Forward-looking information

Certain statements made in this press release that are not historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management's beliefs, assumptions, and expectations of our future economic performance, considering the information currently available to management. These statements are not statements of historical fact. The words "believe," "may," "could," "will," "should," "would," "anticipate," "estimate," "expect," "intend," "objective," "seek," "strive," "target" or similar words, or the negative of these words, identify forward-looking statements. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates, or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity. Accordingly, there are, or will be, important factors that could cause our actual results to differ materially from those indicated in these statements. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made except as required by the federal securities laws.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211203005213/en/

CONTACT: Investor Contact: James O Regan, Head of Investor Relations, Dole plc joregan@totalproduce.com

CONTACT: Media Contact: Phil Elwood, Ogilvy philip.elwood@ogilvy.com +1 202 423 7957

CONTACT: Julianna Richter, Ogilvy julianna.richter@ogilvy.com +1 646 427 4185

CONTACT: Brian Bell, Wilson Hartnell PR brian.bell@ogilvy.com +353 87 2436 130