Dole(DOLE) - 2025 Q1 - Quarterly Report

Background and Certain Defined Terms This section provides foundational context and defines specific terminology used throughout the report Forward-Looking Statements This section outlines statements regarding future expectations and risks, subject to various uncertainties and factors that could cause actual results to differ materially PART I - FINANCIAL INFORMATION This part presents the company's unaudited condensed consolidated financial statements and related disclosures for the reporting period Item 1. Financial Statements This section provides Dole plc's unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive income, cash flows, and stockholders' equity, along with comprehensive notes Unaudited Condensed Consolidated Balance Sheets This table presents the company's financial position, detailing assets, liabilities, and equity at specific reporting dates | Metric | March 31, 2025 (thousand USD) | December 31, 2024 (thousand USD) | | :----------------------------------- | :------------------------------ | :------------------------------ | | Assets | | | | Cash and cash equivalents | 254,878 | 330,017 | | Trade accounts receivable, net | 619,534 | 473,511 | | Inventories, net | 432,993 | 430,090 | | Current assets of fresh vegetable business held for sale | 318,837 | 332,042 | | Total current assets | 1,962,733 | 1,884,713 | | Property, plant and equipment, net | 1,079,824 | 1,082,056 | | Goodwill | 438,334 | 429,590 | | DOLE brand | 306,280 | 306,280 | | Total assets | 4,516,936 | 4,446,363 | | Liabilities | | | | Accounts payable | 670,897 | 648,586 | | Current liabilities of fresh vegetable business held for sale | 206,407 | 244,669 | | Total current liabilities | 1,559,088 | 1,592,103 | | Long-term debt, net | 933,983 | 866,075 | | Total liabilities | 3,038,684 | 3,011,445 | | Stockholders' Equity | | | | Total equity attributable to Dole plc | 1,337,814 | 1,293,299 | | Total equity | 1,445,138 | 1,399,364 | | Total liabilities, redeemable non-controlling interests and equity | 4,516,936 | 4,446,363 | - As of March 31, 2025, total assets were $4.517 billion, an increase from $4.446 billion as of December 31, 2024. Total liabilities increased to $3.039 billion, while equity attributable to Dole plc rose to $1.338 billion[9] Unaudited Condensed Consolidated Statements of Operations This table details the company's revenues, costs, and profitability for the three-month periods, highlighting key operational performance metrics | Metric | Three Months Ended March 31, 2025 (thousand USD) | Three Months Ended March 31, 2024 (thousand USD) | Change (thousand USD) | Change (%) | | :----------------------------------- | :----------------------------------------------- | :----------------------------------------------- | :-------------------- | :--------- | | Net revenue | 2,099,404 | 2,121,374 | (21,970) | (1.0%) | | Cost of sales | (1,917,211) | (1,926,697) | 9,486 | (0.5%) | | Gross profit | 182,193 | 194,677 | (12,484) | (6.4%) | | Selling, marketing, general and administrative expenses | (118,412) | (118,950) | 538 | (0.5%) | | Gain on disposal of businesses | 361 | 73,950 | (73,589) | (99.5%) | | Operating income | 67,905 | 112,133 | (44,228) | (39.4%) | | Income before income taxes and equity in earnings from continuing operations | 53,415 | 104,886 | (51,471) | (49.1%) | | Income tax expense from continuing operations | (17,578) | (34,401) | 16,823 | (48.9%) | | Income from continuing operations | 44,129 | 71,487 | (27,358) | (38.3%) | | Net income | 44,159 | 65,436 | (21,277) | (32.5%) | | Net income attributable to Dole plc | 38,912 | 70,143 | (31,231) | (44.5%) | | Basic net income per share | 0.41 | 0.74 | (0.33) | (44.6%) | - For the three months ended March 31, 2025, net revenue decreased 1.0% year-over-year to $2.099 billion, and gross profit declined 6.4% to $182.193 million[10][157] - Operating income significantly decreased 39.4% to $67.905 million, primarily due to a 99.5% reduction in gain on disposal of businesses[10][157] - Net income attributable to Dole plc decreased 44.5% year-over-year to $38.912 million, with basic net income per share at $0.41, a 44.6% decrease[10][157] Unaudited Condensed Consolidated Statements of Comprehensive Income This table presents the company's net income and other comprehensive income (loss) components, reflecting changes in equity from non-owner sources | Metric | Three Months Ended March 31, 2025 (thousand USD) | Three Months Ended March 31, 2024 (thousand USD) | | :----------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Net income | 44,159 | 65,436 | | Other comprehensive income (loss), net of tax: | | | | Net unrealized (loss) gain on derivatives | (12,000) | 5,247 | | Foreign currency translation adjustments | 32,507 | (18,986) | | Total other comprehensive income (loss) | 20,507 | (13,739) | | Comprehensive income | 64,666 | 51,697 | | Comprehensive income attributable to Dole plc | 56,428 | 58,810 | - For the three months ended March 31, 2025, comprehensive income was $64.666 million, an increase from $51.697 million in the prior year period[11] - This increase was primarily driven by a positive foreign currency translation adjustment of $32.507 million, offsetting an increase in net unrealized losses on derivatives[11] Unaudited Condensed Consolidated Statements of Cash Flows This table summarizes the company's cash inflows and outflows from operating, investing, and financing activities for the reporting periods | Metric | Three Months Ended March 31, 2025 (thousand USD) | Three Months Ended March 31, 2024 (thousand USD) | | :----------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Net cash flow from continuing operating activities | (78,789) | (34,956) | | Net cash flow from continuing investing activities | (31,838) | 96,499 | | Net cash flow from continuing financing activities | 53,267 | (98,686) | | Effect of exchange rate changes | 5,954 | (5,630) | | Net cash flow from discontinued operations | (23,791) | 5,371 | | Net decrease in cash and cash equivalents | (75,197) | (37,402) | | Cash and cash equivalents at end of period | 256,522 | 239,603 | - For the three months ended March 31, 2025, net cash outflow from continuing operating activities increased to $78.789 million, mainly due to higher working capital outflows from the timing of accounts receivable collections and seasonal accounts payable payments[14][194][195] - Net cash outflow from continuing investing activities was $31.838 million, compared to an inflow of $96.499 million in the prior year, primarily due to the prior year's gain from the Progressive Produce divestiture and increased capital expenditures, including $36 million for the repurchase of two finance-leased vessels[14][194][196] - Net cash inflow from continuing financing activities was $53.267 million, a significant improvement from the $98.686 million outflow in the prior year, driven by increased net borrowings[14][194] Unaudited Condensed Consolidated Statements of Stockholders' Equity This table outlines changes in the company's stockholders' equity, including net income, dividends, and other comprehensive income, for the reporting periods | Metric | March 31, 2025 (thousand USD) | March 31, 2024 (thousand USD) | | :----------------------------------- | :---------------------------- | :---------------------------- | | Total equity attributable to Dole plc | 1,337,814 | 1,303,323 | | Non-controlling interests | 107,324 | 108,834 | | Total equity | 1,445,138 | 1,412,157 | | Retained earnings | 688,607 | 624,983 | | Accumulated other comprehensive loss | (148,664) | (122,124) | - As of March 31, 2025, total equity attributable to Dole plc was $1.338 billion, an increase from $1.303 billion as of March 31, 2024[15] - Retained earnings increased to $688.607 million, while accumulated other comprehensive loss grew from $122.124 million to $148.664 million, primarily influenced by unrealized derivative losses and foreign currency translation adjustments[15][130] Notes to the Unaudited Condensed Consolidated Financial Statements This section provides detailed explanations and additional information supporting the condensed consolidated financial statements NOTE 1 — NATURE OF OPERATIONS This note describes Dole plc's business as a global leader in fresh fruit and vegetable sourcing, processing, distribution, and marketing, including its fresh vegetable business held for sale - Dole plc is a global leader in sourcing, processing, distributing, and marketing fresh fruits and vegetables, offering over 300 products from 100+ countries to 85+ countries, primarily under the Dole brand[17][19] - The company is divesting its fresh vegetable business, which is now reported as discontinued operations[20] NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note outlines the basis of financial statement presentation, adherence to U.S. GAAP, and key accounting policies, including management estimates and operational influences - The financial statements comply with U.S. GAAP and SEC interim financial reporting rules, incorporating all necessary normal recurring adjustments[21] - The company consolidates majority-owned subsidiaries, controlled non-majority-owned entities, and variable interest entities (VIEs) where it is the primary beneficiary[22] - Financial statement preparation involves management estimates and assumptions in areas such as receivables, inventories, asset impairment, asset useful lives, income taxes, and retirement benefits[24] - Operations are influenced by seasonality, weather, foreign exchange rates, and economic conditions[26] NOTE 3 — NEW ACCOUNTING PRONOUNCEMENTS This note details the adoption of new accounting standards, including ASU 2023-07 on segment reporting, and the evaluation of future pronouncements - The company adopted ASU 2023-07, "Segment Reporting: Improvements to Reportable Segment Disclosures," with retrospective adjustments to all prior periods[28] - The company is evaluating the potential impact of ASU 2023-09, "Income Taxes: Improvements to Income Tax Disclosures," and ASU 2024-03/2025-01, "Income Statement: Reporting Comprehensive Income—Expense Disaggregation Disclosures," effective for annual periods after December 15, 2024, and December 15, 2026, respectively[29][30] NOTE 4 — ACQUISITIONS AND DIVESTITURES This note discusses the ongoing divestiture of the fresh vegetable business and the sale of a majority stake in Progressive Produce, impacting reported financial results - The company is divesting its fresh vegetable business, with the original Fresh Express agreement terminated on March 27, 2024, due to regulatory approval failure[31] - The fresh vegetable business is classified as discontinued operations, with an $85.7 million after-tax cumulative loss recorded to adjust its fair value[33] - On March 13, 2024, the company sold a 65.0% equity interest in Progressive Produce for $120.3 million cash, recognizing a $74.0 million gain on sale, with an additional $0.4 million gain recognized for the three months ended March 31, 2025[37] Fresh Vegetable Business Discontinued Operations Income Statement | Metric | Three Months Ended March 31, 2025 (thousand USD) | Three Months Ended March 31, 2024 (thousand USD) | | :----------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Net revenue | 244,993 | 290,290 | | Cost of sales | (225,587) | (261,530) | | Gross profit | 19,406 | 28,760 | | Operating income | 8,657 | 16,567 | | Total loss (gain) from discontinued operations before income taxes | (1,019) | 15,139 | | Income (loss) from discontinued operations, net of tax | 30 | (6,051) | Fresh Vegetable Business Assets and Liabilities Held for Sale | Metric | March 31, 2025 (thousand USD) | December 31, 2024 (thousand USD) | | :----------------------------------- | :------------------------------ | :------------------------------ | | Total fresh vegetable assets held for sale | 318,838 | 332,042 | | Total fresh vegetable liabilities held for sale | 206,407 | 244,669 | NOTE 5 — REVENUE This note breaks down the company's revenue by product and service type, as well as by sales channel, primarily from fresh produce and health foods - Company revenue primarily includes product revenue (fresh produce, healthy foods, and consumer products sales) and service revenue (third-party freight services and brand royalties)[40] - Product revenue is categorized into tropical fruit and diversified fresh produce, with service revenue accounting for less than 10% of total revenue[41] Revenue by Product and Service Type | Product/Service Type | Three Months Ended March 31, 2025 (thousand USD) | Three Months Ended March 31, 2024 (thousand USD) | | :----------------------- | :----------------------------------------------- | :----------------------------------------------- | | Diversified fresh produce | 1,227,956 | 1,316,819 | | Tropical fruit | 779,569 | 714,965 | | Healthy foods and consumer products | 35,347 | 33,737 | | Commercial freight | 47,559 | 45,303 | | Other | 8,973 | 10,550 | | Total revenue, net | 2,099,404 | 2,121,374 | Revenue by Channel | Channel | Three Months Ended March 31, 2025 (thousand USD) | Three Months Ended March 31, 2024 (thousand USD) | | :----------------------- | :----------------------------------------------- | :----------------------------------------------- | | Retail | 1,175,265 | 1,228,848 | | Wholesale | 737,931 | 698,872 | | Foodservice | 103,106 | 111,730 | | Commercial freight | 47,559 | 45,303 | | Other | 3,100 | 5,410 | | Sales to unconsolidated affiliates | 32,443 | 31,211 | | Total revenue, net | 2,099,404 | 2,121,374 | NOTE 6 — SEGMENTS This note presents financial information for the company's three reportable segments: Fresh Fruit, Diversified Fresh Produce – EMEA, and Diversified Fresh Produce – Americas & ROW, based on revenue and Adjusted EBITDA - The company operates three reportable segments: Fresh Fruit, Diversified Fresh Produce – Europe, Middle East and Africa (EMEA), and Diversified Fresh Produce – Americas and Rest of World (ROW)[43] - Segment performance is evaluated based on revenue and Adjusted EBITDA, which are regularly reviewed by the Chief Operating Decision Maker (CODM)[47] Revenue and Adjusted EBITDA by Segment | Metric | Three Months Ended March 31, 2025 (thousand USD) | Three Months Ended March 31, 2024 (thousand USD) | | :----------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Segment Revenue: | | | | Fresh Fruit | 878,145 | 824,229 | | Diversified Fresh Produce – EMEA | 892,087 | 853,598 | | Diversified Fresh Produce – Americas & ROW | 363,413 | 476,882 | | Total Segment Revenue | 2,133,645 | 2,154,709 | | Segment Adjusted EBITDA: | | | | Fresh Fruit | 63,331 | 69,435 | | Diversified Fresh Produce – EMEA | 27,660 | 25,959 | | Diversified Fresh Produce – Americas & ROW | 13,831 | 14,705 | | Total Consolidated Adjusted EBITDA | 104,822 | 110,099 | NOTE 7 — OTHER (EXPENSE) INCOME, NET This note details the components of other (expense) income, net, including rent income, foreign currency revaluation, and contingent consideration adjustments Other (Expense) Income, Net | Metric | Three Months Ended March 31, 2025 (thousand USD) | Three Months Ended March 31, 2024 (thousand USD) | | :----------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Rental income | 1,812 | 2,058 | | Unrealized (loss) gain on foreign currency denominated borrowings | (4,355) | 2,980 | | Contingent consideration gain (loss) | 1,293 | (16) | | Other (expense) income, net | (348) | 7,622 | - For the three months ended March 31, 2025, other (expense) income, net, shifted from an income of $7.622 million in the prior year to an expense of $0.348 million, primarily due to increased unrealized losses on foreign currency denominated borrowings, partially offset by higher contingent consideration gains[52][165] NOTE 8 — RECEIVABLES AND ALLOWANCES FOR CREDIT LOSSES This note provides a breakdown of trade accounts receivable, grower advances, and other receivables, along with their respective allowances for credit losses Receivables and Allowances for Credit Losses | Metric | March 31, 2025 (thousand USD) | December 31, 2024 (thousand USD) | | :----------------------------------- | :------------------------------ | :------------------------------ | | Trade accounts receivable, net | 619,534 | 473,511 | | Allowance for credit losses on trade accounts receivable | (19,981) | (19,493) | | Grower advances receivable, net | 109,786 | 104,956 | | Allowance for credit losses on grower advances | (39,445) | (37,000) | | Other receivables, net | 145,400 | 143,100 | | Allowance for credit losses on other receivables | (20,000) | (19,800) | - As of March 31, 2025, net trade accounts receivable increased to $619.5 million, with an allowance for credit losses of $20.0 million[9][53][60] - Grower advances receivable, net, totaled $109.8 million, with an allowance for credit losses of $39.445 million[62][64] - The company utilizes third-party trade accounts receivable sales arrangements to manage liquidity, having derecognized $255.0 million with recourse and $25.3 million without recourse as of March 31, 2025[56] NOTE 9 — INCOME TAXES This note presents the company's income tax expense and effective tax rate, explaining fluctuations due to jurisdictional profitability and tax regulations Income Tax Expense and Effective Tax Rate | Metric | Three Months Ended March 31, 2025 (thousand USD) | Three Months Ended March 31, 2024 (thousand USD) | | :----------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Income before income taxes from continuing operations | 53,415 | 104,886 | | Income tax expense | (17,578) | (34,401) | | Effective tax rate | 33.0% | 32.8% | - For the three months ended March 31, 2025, the company's income tax expense was $17.578 million, with an effective tax rate of 33.0%, largely consistent with the prior year's 32.8%[10][167] - Effective tax rate fluctuations are influenced by profitability levels, composition, and seasonality across various jurisdictions, including the U.S., as well as the impact of GILTI, Subpart F income, reductions in uncertain tax liabilities, and Pillar Two implementation[65][169] - The company is appealing a $20.0 million tax assessment (including interest and penalties) for the 2017 tax year and believes it is more likely than not to prevail[69][172] NOTE 10 — INVENTORY This note details the composition of the company's inventories, including finished goods, raw materials, and crop cultivation costs, valued at the lower of cost or net realizable value Inventory Composition | Inventory Category | March 31, 2025 (thousand USD) | December 31, 2024 (thousand USD) | | :----------------------- | :---------------------------- | :---------------------------- | | Finished goods | 292,467 | 295,700 | | Raw materials, work-in-process, and packaging materials | 97,396 | 62,300 | | Crop cultivation costs | 14,114 | 29,300 | | Agricultural and other operating supplies | 29,016 | 42,600 | | Inventories, net | 432,993 | 430,000 | - As of March 31, 2025, the company's net inventories were $433.0 million, slightly higher than $430.0 million as of December 31, 2024[71][72] - Inventories are measured at the lower of cost or net realizable value, with cost primarily determined using the first-in, first-out, specific identification, and average cost methods[71] - Crop cultivation costs are generally capitalized into inventory[71] NOTE 11 — ASSETS HELD FOR SALE AND ACTIVELY MARKETED PROPERTY This note describes assets classified as held for sale, primarily property, plant, and equipment, and actively marketed properties like Hawaiian land Assets Held for Sale and Actively Marketed Property | Category | March 31, 2025 (thousand USD) | December 31, 2024 (thousand USD) | | :----------------------- | :---------------------------- | :---------------------------- | | Assets held for sale | 851 | 1,419 | | Actively marketed property | 45,391 | 45,778 | - As of March 31, 2025, assets held for sale, primarily property, plant, and equipment, totaled $0.851 million, a decrease from $1.419 million as of December 31, 2024[9][74] - Actively marketed property, mainly Hawaiian land, amounted to $45.391 million[76] - During the quarter, the company sold machinery and equipment for $0.6 million, realizing a $0.4 million gain, and sold Hawaiian land for a $2.4 million gain[74][76] NOTE 12 — DEBT This note outlines the company's debt structure, including revolving credit facilities, term loans, and financing leases, and discusses recent refinancing activities Debt Composition | Debt Category | March 31, 2025 (thousand USD) | December 31, 2024 (thousand USD) | | :----------------------------------- | :---------------------------- | :---------------------------- | | Revolving credit facilities | 85,854 | 19,000 | | Term Loans A and B | 702,350 | 703,700 | | Vessel financing loans | 56,392 | 60,000 | | Other revolving credit facilities | 46,897 | 39,000 | | Bank overdrafts | 9,433 | 11,443 | | Finance lease obligations | 35,376 | 74,000 | | Total debt, gross | 996,930 | 967,146 | | Long-term debt, net | 933,983 | 866,075 | - As of March 31, 2025, the company's total gross debt was $996.930 million, with net long-term debt at $933.983 million[78] - Revolving credit facility borrowings increased to $85.854 million, while Term Loans A and B totaled $702.350 million[78][82] - The company entered into an amended and restated credit agreement on May 1, 2025, to refinance existing debt, including a new $600 million revolving credit facility, a $250 million Term Loan A, and a $350 million Agri-Credit Term Loan[84][139][140] - During the quarter, the company exercised its purchase option to repurchase two finance-leased vessels for $36.1 million cash, which were previously valued at $41.1 million[85] NOTE 13 — EMPLOYEE BENEFIT PLANS This note details the components of net periodic benefit cost for the company's U.S. and international pension plans and other post-retirement benefit plans Net Periodic Benefit Cost (Income) Components | Metric | Three Months Ended March 31, 2025 (thousand USD) | Three Months Ended March 31, 2024 (thousand USD) | | :----------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | U.S. Pension Plans | | | | Service cost | 47 | 51 | | Interest cost | 1,961 | 2,110 | | Expected return on plan assets | (2,705) | (2,998) | | International Pension Plans | | | | Service cost | 1,015 | 1,295 | | Interest cost | 3,079 | 2,952 | | Expected return on plan assets | (2,110) | (2,082) | | Other Postretirement Benefit Plans | | | | Interest cost | 176 | 178 | | Net Periodic Pension Cost (Income) | 1,844 | 1,661 | - For the three months ended March 31, 2025, net periodic pension cost for international pension plans was $1.844 million, higher than $1.661 million in the prior year period[87] - The non-service components of net periodic pension cost (income), including interest cost and expected return on plan assets, are classified as other (expense) income, net[87] NOTE 14 — DERIVATIVE FINANCIAL INSTRUMENTS This note explains the company's use of derivative instruments to hedge against foreign currency, fuel price, and interest rate risks, without engaging in speculative trading - The company uses derivative instruments, including foreign currency forward and option contracts, interest rate swaps, and fuel contracts, to hedge against foreign exchange rate, fuel price, and interest rate risks, aiming to reduce earnings volatility[88][89] - The company does not hold or issue derivative financial instruments for trading or speculative purposes[91] Notional Amounts of Derivative Financial Instruments (March 31, 2025) | Derivative Type | Notional Amount | | :----------------------- | :----------------------- | | Foreign currency forward contracts (USD) | 73.7 million USD | | Foreign currency forward contracts (EUR) | 325.8 million EUR | | Foreign currency forward contracts (GBP) | 9.6 million GBP | | Interest rate swap contracts | 695.0 million USD | | Fuel hedges | 21.4 thousand metric tons | Fair Value of Derivative Financial Instruments (March 31, 2025) | Derivative Type | Other Receivables, Net (thousand USD) | Other Assets (thousand USD) | Accrued Liabilities (thousand USD) | | :----------------------- | :------------------------------------ | :-------------------------- | :--------------------------------- | | Foreign currency forward contracts | 1,601 | — | (6,449) | | Fuel hedges | 108 | — | — | | Interest rate swap contracts | 60 | 17,349 | — | | Total | 1,769 | 17,349 | (6,449) | - As of March 31, 2025, the company expects approximately $9.3 million of net deferred derivative gains to be reclassified from accumulated other comprehensive loss to earnings over the next 12 months, with $12.9 million related to interest rate swap contracts and $3.6 million to cash flow hedges[97] NOTE 15 — FAIR VALUE MEASUREMENTS This note describes the classification of assets and liabilities measured at fair value using a three-level hierarchy, including derivatives, Rabbi trust investments, and contingent consideration - The company classifies assets and liabilities measured at fair value using a three-level hierarchy (Level 1, Level 2, Level 3)[98] - The fair value of derivative instruments is determined using Level 2 inputs (observable market data)[99][100] - The fair value of Rabbi trust investments and contingent consideration is determined using Level 3 inputs (unobservable inputs)[104][105][106] Assets and Liabilities Measured at Fair Value (March 31, 2025) | Asset/Liability Category | Level 1 (thousand USD) | Level 2 (thousand USD) | Level 3 (thousand USD) | Total (thousand USD) | | :----------------------- | :--------------------- | :--------------------- | :--------------------- | :------------------- | | Foreign currency forward contracts | — | 1,601 | — | 1,601 | | Fuel hedges | — | 108 | — | 108 | | Interest rate swap contracts | — | 17,409 | — | 17,409 | | Rabbi trust investments | — | — | 20,535 | 20,535 | | Contingent consideration | — | — | (6,369) | (6,369) | | Total | — | 19,118 | 14,166 | 33,284 | - As of March 31, 2025, the fair value of Rabbi trust investments was $20.535 million, and contingent consideration had a fair value of negative $6.369 million[103][106] - The fair value of the company's Term Loans A and B was $701.5 million, slightly below their carrying value of $702.4 million[112] NOTE 16 — CONTINGENCIES This note discusses various contingent matters, including guarantees, environmental issues, and legal proceedings, assessing their potential financial impact - The company provides guarantees for subsidiary obligations, including letters of credit, bank guarantees, and performance bonds, totaling $56.7 million as of March 31, 2025[114] - Additionally, the company guarantees bank borrowings and other obligations for certain equity method unconsolidated affiliates, totaling $5.4 million[115] - Hawaii Spillway: The company is negotiating with the State of Hawaii to acquire a company-owned reservoir and irrigation system with a defective spillway, estimated to cost $20.0 million to repair; the company believes a loss is not probable and has not recognized a liability[116] - DBCP Cases: The company is involved in multiple DBCP-related lawsuits, primarily in Nicaragua, with claims totaling approximately $17.8 billion; the company denies liability and believes existing settlements will significantly reduce litigation, with management not expecting a material adverse effect on financial condition[118][119][120] - Former Shell Site: The company's subsidiary, BHC, is involved in litigation related to contamination at a former Shell site, with a jury finding BHC 50% liable for $266.6 million in cleanup costs ($133.3 million); BHC has appealed, and Dole Food Company, Inc. has appealed the ruling adding it as an "alter ego" of BHC, with management not expecting a material adverse effect on financial condition[121][122] NOTE 17 — STOCKHOLDERS' EQUITY This note details the components of stockholders' equity, including authorized and issued shares, stock-based compensation, dividends, and accumulated other comprehensive loss - As of March 31, 2025, the company had authorized 300 million shares of common stock and 300 million shares of preferred stock, with 95.1 million common shares issued[123] - The company primarily grants stock options and restricted stock units (RSUs) through its 2021 Omnibus Incentive Compensation Plan[124] Dividend Declarations | Declaration Date | Three Months Ended March 31, 2025 (USD per share) | Three Months Ended March 31, 2024 (USD per share) | | :----------------------- | :------------------------------------------------ | :------------------------------------------------ | | February 25, 2025 | 0.08 | — | | February 28, 2024 | — | 0.08 | | Total Dividends | (7,735) | (7,722) | - For the three months ended March 31, 2025, stock-based compensation expense was $1.4 million, with $13.1 million in unrecognized compensation cost[126] - The company paid a cash dividend of $0.08 per share in January 2025, totaling $7.8 million[127] - As of March 31, 2025, the company could pay $669.6 million in dividends before debt restrictions become effective[128] - Accumulated other comprehensive loss primarily includes unrealized foreign currency translation gains and losses, unrealized derivative gains and losses, and pension and post-retirement benefit obligation adjustments[130] - As of March 31, 2025, accumulated other comprehensive loss was $148.7 million, a decrease from $166.2 million as of December 31, 2024[130] NOTE 18 — INVESTMENTS IN UNCONSOLIDATED AFFILIATES This note provides information on the company's investments in unconsolidated affiliates, including equity method investments and related transactions - As of March 31, 2025, the company's investments in unconsolidated affiliates totaled $128.7 million, with $122.4 million accounted for under the equity method[131] - During the quarter, the company divested a portion of its equity method investment in a U.S. affiliate, recognizing a $6.9 million after-tax gain and reclassifying it to an investment without significant influence[133] Equity Method Earnings | Metric | Three Months Ended March 31, 2025 (thousand USD) | Three Months Ended March 31, 2024 (thousand USD) | | :----------------------- | :----------------------------------------------- | :----------------------------------------------- | | Total equity method earnings | 8,292 | 1,002 | Transactions with Unconsolidated Affiliates | Transaction Type | Three Months Ended March 31, 2025 (thousand USD) | Three Months Ended March 31, 2024 (thousand USD) | | :----------------------- | :----------------------------------------------- | :----------------------------------------------- | | Sales | 32,443 | 31,211 | | Purchases | 34,394 | 34,622 | NOTE 19 – EARNINGS (LOSS) PER SHARE This note presents the basic and diluted earnings per share attributable to Dole plc, distinguishing between continuing and discontinued operations Earnings (Loss) Per Share | Metric | Three Months Ended March 31, 2025 (USD per share) | Three Months Ended March 31, 2024 (USD per share) | | :----------------------------------- | :------------------------------------------------ | :------------------------------------------------ | | Basic earnings per share from continuing operations | 0.41 | 0.80 | | Basic earnings per share from discontinued operations | — | (0.06) | | Basic net earnings per share attributable to Dole plc | 0.41 | 0.74 | | Diluted earnings per share from continuing operations | 0.41 | 0.80 | | Diluted earnings per share from discontinued operations | — | (0.06) | | Diluted net earnings per share attributable to Dole plc | 0.41 | 0.74 | | Basic weighted average shares outstanding (thousand shares) | 95,109 | 94,929 | | Diluted weighted average shares outstanding (thousand shares) | 95,677 | 95,229 | - For the three months ended March 31, 2025, basic and diluted net earnings per share attributable to Dole plc were both $0.41, a decrease from $0.74 in the prior year period[137] - Earnings per share from continuing operations was $0.41, while earnings per share from discontinued operations was zero, compared to negative $0.06 in the prior year[137] NOTE 20 — SUBSEQUENT EVENTS This note discloses significant events occurring after the balance sheet date, including a new credit agreement and dividend declarations - On May 1, 2025, the company entered into an amended and restated credit agreement, including a new $600 million five-year senior secured revolving credit facility, a $250 million five-year senior secured Term Loan A, and a $350 million seven-year Agri-Credit Term Loan[139] - Proceeds from these new facilities will be used to refinance existing debt and meet working capital needs[140] - On May 9, 2025, the Board of Directors declared a first-quarter 2025 cash dividend of $0.085 per share, payable on July 7, 2025, following the fourth-quarter 2024 dividend of $0.08 per share paid on April 3, 2025[141] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section discusses the company's financial condition and operating performance for the three months ended March 31, 2025, covering operational results, segment performance, liquidity, and critical accounting estimates Executive Overview This section provides a high-level summary of Dole plc's global leadership in fresh produce, its strategic divestitures, and the economic challenges it faces - Dole plc is a global leader in fresh fruit and vegetables, with products sold in over 85 countries, including bananas, pineapples, grapes, avocados, and organic produce[143][144][145] - The company operates three reportable segments: Fresh Fruit, Diversified Fresh Produce – EMEA, and Diversified Fresh Produce – Americas & ROW[146] - The company is divesting its fresh vegetable business, which is classified as discontinued operations[147] - On March 13, 2024, the company sold a 65.0% equity interest in Progressive Produce for $120.3 million cash, recognizing a $74.0 million gain on sale[148][151] - The current economic and market environment is increasingly volatile, facing risks from global trade policy changes, geopolitical conflicts, central bank monetary policy tightening, weather events, and evolving regulatory landscapes[153] - The company is addressing these challenges through price increases, operational efficiency improvements, and strategic investments[156] Operating Results This section analyzes the company's consolidated net income, cost of sales, gross profit, and operating income, explaining the drivers of period-over-period changes | Metric | Three Months Ended March 31, 2025 (thousand USD) | Three Months Ended March 31, 2024 (thousand USD) | Change (thousand USD) | Change (%) | | :----------------------------------- | :----------------------------------------------- | :----------------------------------------------- | :-------------------- | :--------- | | Net revenue | 2,099,404 | 2,121,374 | (21,970) | (1.0%) | | Cost of sales | (1,917,211) | (1,926,697) | 9,486 | (0.5%) | | Gross profit | 182,193 | 194,677 | (12,484) | (6.4%) | | Operating income | 67,905 | 112,133 | (44,228) | (39.4%) | | Income from continuing operations | 44,129 | 71,487 | (27,358) | (38.3%) | | Net income attributable to Dole plc | 38,912 | 70,143 | (31,231) | (44.5%) | - For the three months ended March 31, 2025, net revenue decreased 1.0% to $2.099 billion, primarily due to acquisitions and divestitures (net negative impact of $89.8 million, particularly the Progressive Produce divestiture) and unfavorable foreign currency translation ($21.0 million), partially offset by positive operating performance in the Fresh Fruit and Diversified Fresh Produce – EMEA segments[158] - Cost of sales decreased 0.5% year-over-year to $1.917 billion, benefiting from the positive impact of acquisitions and divestitures and favorable foreign currency translation, but offset by increased trading activity in the Fresh Fruit and Diversified Fresh Produce – EMEA segments[160] - Operating income decreased 39.4% to $67.905 million, mainly due to a significant reduction in gain on disposal of businesses from $73.95 million in the prior year to $0.361 million, and the absence of a $36.7 million goodwill impairment charge recognized in the prior year[157][162][164] - Equity in earnings of unconsolidated affiliates increased to $8.3 million, primarily due to a $6.9 million gain recognized from the divestiture of a portion of a U.S. investment[174] - Income from discontinued operations (net of tax) was $0.03 million, compared to a loss of $6.051 million in the prior year, primarily impacted by a $10.2 million pre-tax loss from the fresh vegetable business classified as held for sale in the current period[175] Segment Operating Results This section details the revenue and Adjusted EBITDA performance of each reportable segment, highlighting key factors influencing their individual results Revenue and Adjusted EBITDA Change by Segment | Segment | Revenue Change (thousand USD) | Adjusted EBITDA Change (thousand USD) | | :----------------------------------- | :-------------------- | :---------------------------- | | Fresh Fruit | +53,953 | (6,167) | | Diversified Fresh Produce – EMEA | +68,423 | +2,451 | | Diversified Fresh Produce – Americas & ROW | (32,631) | +1,532 | - Fresh Fruit segment revenue grew 6.5% to $878.1 million, driven by increased global banana volumes and higher pricing for pineapples and plantains[185] - Adjusted EBITDA for Fresh Fruit decreased 8.8% to $63.3 million, primarily due to higher fruit costs from Tropical Storm Sara and increased shipping costs from vessel dry-docking and operational disruptions[186] - Diversified Fresh Produce – EMEA segment revenue increased 4.5% to $892.1 million, propelled by strong performance in the UK, Spain, and Netherlands markets[187] - Adjusted EBITDA for Diversified Fresh Produce – EMEA grew 6.6% to $27.7 million, benefiting from improved profitability in the UK, Spain, and Netherlands[188] - Diversified Fresh Produce – Americas & ROW segment revenue declined 23.8% to $363.4 million, mainly due to the divestiture of the Progressive Produce business[189] - Adjusted EBITDA for Diversified Fresh Produce – Americas & ROW decreased 5.9% to $13.8 million, impacted by the Progressive Produce divestiture but partially offset by strong performance in North American kiwifruit, citrus, and avocados[190] Liquidity and capital resources This section discusses the company's cash flow sources, its ability to meet financial obligations, and its overall liquidity position, including recent refinancing activities - The company's primary cash flow sources include operating activities, debt issuances, and bank borrowings[192] - Operating cash flows, available cash and cash equivalents, and borrowing facilities are expected to be sufficient to meet capital expenditures, debt service, dividend payments, and other capital requirements for the next year and long-term[193] Cash Flow Summary | Metric | Three Months Ended March 31, 2025 (thousand USD) | Three Months Ended March 31, 2024 (thousand USD) | | :----------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Net cash flow from continuing operating activities | (78,789) | (34,956) | | Net cash flow from continuing investing activities | (31,838) | 96,499 | | Net cash flow from continuing financing activities | 53,267 | (98,686) | | Net cash flow from discontinued operations | (23,791) | 5,371 | | Net decrease in cash and cash equivalents | (75,197) | (37,402) | Net Debt | Metric | March 31, 2025 (thousand USD) | December 31, 2024 (thousand USD) | | :----------------------------------- | :------------------------------ | :------------------------------ | | Cash and cash equivalents | 254,878 | 330,017 | | Total debt, net | (988,160) | (957,615) | | Unamortized debt discount and issuance costs | (8,770) | (9,531) | | Net Debt | (742,051) | (637,129) | - As of March 31, 2025, net debt increased to negative $742.1 million from negative $637.1 million as of December 31, 2024[200] - The company has refinanced its debt through a new credit agreement, which is expected to provide long-term sustainable capitalization[202] - Total available liquidity as of March 31, 2025, was $990.7 million, comprising $254.9 million in cash and cash equivalents and $735.9 million in available credit facilities[205][206] Critical Accounting Estimates This section identifies key accounting estimates, such as goodwill, income taxes, and employee benefits, which involve significant management judgment and assumptions - Critical accounting estimates include goodwill and indefinite-lived intangible assets, income taxes, and pension and other post-retirement benefits[209] - These estimates involve subjective management judgments and complex assumptions, where actual results may differ from estimates[210] - There were no significant changes to critical accounting estimates during the current period[210] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section states that there are no material changes to market risk disclosures from the company's annual report on Form 20-F - There are no material changes or updates to the quantitative and qualitative disclosures about market risk from the company's annual report on Form 20-F in this report[211] Item 4. Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures as of March 31, 2025, with no significant internal control changes - As of March 31, 2025, the company's management, under the supervision and with the participation of the CEO and CFO, evaluated and concluded that the disclosure controls and procedures were effective[212] - No significant changes in internal control occurred during the period[212] PART II - OTHER INFORMATION This part includes disclosures on legal proceedings, risk factors, and other relevant information not covered in the financial statements Item 1. Legal Proceedings The company is involved in various legal and governmental investigations, which are not expected to materially impact financial results - The company is involved in various legal proceedings and governmental agency investigations, which are expected to incur significant costs and divert management's attention[214] - Despite potential damages, fines, or administrative actions, the company does not expect these matters to have a material adverse effect on Dole's operating results, financial condition, or cash flows[214] Item 1A. Risk Factors This section indicates no material changes or additions to the risk factors previously disclosed in the company's annual report on Form 20-F - No material changes or additions to the risk factors disclosed in the company's annual report on Form 20-F were identified in this report[215][216] Item 5. Other Information This section confirms that no other information requires disclosure in this report - No other information requires disclosure in this report[217]