Dole(DOLE) - 2025 Q2 - Quarterly Report

Background and Certain Defined Terms Forward-Looking Statements - The report contains forward-looking statements based on management's current expectations, estimates, assumptions, and projections, which involve risks and uncertainties that could cause actual results to differ materially[4][5] - Factors that could cause differences include those discussed in 'Item 3D. Risk Factors' in the Annual Report on Form 20-F, and new risk factors may emerge that are difficult to predict[4][5] PART I - FINANCIAL INFORMATION Item 1. Financial Statements This section presents Dole plc's unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive income, cash flows, and stockholders' equity, along with detailed notes explaining the company's accounting policies, financial performance, and position for the periods ended June 30, 2025, and December 31, 2024 Unaudited Condensed Consolidated Balance Sheets Unaudited Condensed Consolidated Balance Sheets | Metric | June 30, 2025 (USD thousands) | December 31, 2024 (USD thousands) | | :--------------------------------------- | :----------------------------- | :------------------------------- | | ASSETS | | | | Total current assets | 2,080,669 | 1,884,713 | | Total assets | 4,713,282 | 4,446,363 | | LIABILITIES AND EQUITY | | | | Total current liabilities | 1,645,449 | 1,592,103 | | Total liabilities | 3,189,522 | 3,011,445 | | Total equity attributable to Dole plc | 1,376,392 | 1,293,299 | | Total equity | 1,488,362 | 1,399,364 | - Total assets increased by $266.9 million (6.0%) from December 31, 2024, to June 30, 2025, primarily driven by an increase in trade receivables and Fresh Vegetables current assets held for sale[9] - Total liabilities increased by $178.1 million (5.9%) over the same period, mainly due to higher accounts payable and long-term debt[9] Unaudited Condensed Consolidated Statements of Operations Unaudited Condensed Consolidated Statements of Operations | Metric | Three Months Ended June 30, 2025 (USD thousands) | Three Months Ended June 30, 2024 (USD thousands) | Six Months Ended June 30, 2025 (USD thousands) | Six Months Ended June 30, 2024 (USD thousands) | | :------------------------------------------------ | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Revenues, net | 2,428,427 | 2,124,091 | 4,527,831 | 4,245,465 | | Gross profit | 218,300 | 200,586 | 400,493 | 395,263 | | Operating income | 103,219 | 85,888 | 171,124 | 198,021 | | Income from continuing operations | 52,939 | 56,047 | 97,068 | 127,534 | | (Loss) income from discontinued operations, net | (34,950) | 32,018 | (34,920) | 25,967 | | Net income attributable to Dole plc | 9,966 | 80,117 | 48,878 | 150,260 | | Net income per share attributable to Dole plc - basic | 0.10 | 0.85 | 0.51 | 1.58 | - Net income attributable to Dole plc significantly decreased for both the three-month period (from $80.1 million to $10.0 million) and the six-month period (from $150.3 million to $48.9 million) year-over-year, primarily due to a loss from discontinued operations in 2025 compared to income in 2024[11] - Revenues, net, increased by 14.3% for the three months ended June 30, 2025, and by 6.7% for the six months ended June 30, 2025, compared to the prior year periods[11] Unaudited Condensed Consolidated Statements of Comprehensive Income Unaudited Condensed Consolidated Statements of Comprehensive Income | Metric | Three Months Ended June 30, 2025 (USD thousands) | Three Months Ended June 30, 2024 (USD thousands) | Six Months Ended June 30, 2025 (USD thousands) | Six Months Ended June 30, 2024 (USD thousands) | | :------------------------------------------ | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Net income | 17,989 | 88,065 | 62,148 | 153,501 | | Total other comprehensive income (loss) | 41,832 | (8,927) | 62,339 | (22,666) | | Comprehensive income attributable to Dole plc | 45,258 | 72,868 | 101,686 | 131,678 | - Total other comprehensive income shifted from a loss of $8.9 million in Q2 2024 to an income of $41.8 million in Q2 2025, primarily driven by a significant foreign currency translation adjustment gain[12] Unaudited Condensed Consolidated Statements of Cash Flows Unaudited Condensed Consolidated Statements of Cash Flows | Cash Flow Activity | Six Months Ended June 30, 2025 (USD thousands) | Six Months Ended June 30, 2024 (USD thousands) | | :------------------------------------------------ | :--------------------------------------- | :--------------------------------------- | | Net cash (used in) provided by operating activities - continuing operations | (60,446) | 5,258 | | Net cash (used in) provided by investing activities - continuing operations | (46,225) | 79,350 | | Net cash provided by (used in) financing activities - continuing operations | 124,180 | (149,391) | | Cash (used in) provided by discontinued operations, net | (28,720) | 16,744 | | Increase (decrease) in cash and cash equivalents | 7,648 | (56,118) | | Cash and cash equivalents at end of period | 339,367 | 220,887 | - Cash flows from operating activities for continuing operations shifted from a $5.3 million inflow in H1 2024 to a $60.4 million outflow in H1 2025, mainly due to increased seasonal cash outflows for receivables and decreased inflows from payables[15][216] - Cash flows from investing activities for continuing operations decreased significantly from a $79.4 million inflow in H1 2024 to a $46.2 million outflow in H1 2025, primarily due to the absence of proceeds from the Progressive Produce business sale and higher capital expenditures in 2025[15][217] - Cash flows from financing activities for continuing operations improved from a $149.4 million outflow in H1 2024 to a $124.2 million inflow in H1 2025, driven by higher net borrowings and the impact of debt refinancing[15][218] Unaudited Condensed Consolidated Statements of Stockholders' Equity Unaudited Condensed Consolidated Statements of Stockholders' Equity | Metric | Balance as of Dec 31, 2024 (USD thousands) | Balance as of Jun 30, 2025 (USD thousands) | | :-------------------------------- | :--------------------------------------- | :--------------------------------------- | | Common Stock | 950 | 952 | | Additional Paid-In Capital | 801,099 | 798,457 | | Retained Earnings | 657,430 | 690,355 | | Accumulated Other Comprehensive Loss | (166,180) | (113,372) | | Total Equity Attributable to Dole plc | 1,293,299 | 1,376,392 | | Total Equity | 1,399,364 | 1,488,362 | - Total equity attributable to Dole plc increased by $83.1 million from December 31, 2024, to June 30, 2025, primarily due to an increase in retained earnings and a reduction in accumulated other comprehensive loss[16] - Accumulated other comprehensive loss improved from $(166.2) million at December 31, 2024, to $(113.4) million at June 30, 2025, largely driven by foreign currency translation adjustments[16][137][138] Notes to the Unaudited Condensed Consolidated Financial Statements NOTE 1 — NATURE OF OPERATIONS - Dole plc is a global leader in sourcing, processing, distributing, and marketing fresh fruit and vegetables, offering over 300 products from 100+ countries, distributed in over 85 countries under brands like DOLE[17][19] - The company's Fresh Vegetables division has been classified as discontinued operations and held for sale, with the sale to OG Holdco LLC closing on August 5, 2025, for approximately $140.0 million[20][21][35] NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - The financial statements are prepared in conformity with U.S. GAAP and SEC rules for interim information, including all necessary normal recurring adjustments[22] - Consolidation includes majority-owned subsidiaries and variable interest entities where Dole is the primary beneficiary, with intercompany transactions eliminated[23][24] - Interim results are subject to seasonal variations and factors like weather, foreign currency fluctuations, and economic conditions, and should be read with the Annual Report on Form 20-F[26] NOTE 3 — NEW ACCOUNTING PRONOUNCEMENTS - Dole adopted ASU 2023-07 (Segment Reporting) retrospectively for the annual reporting period beginning January 1, 2024, enhancing segment disclosure requirements[28] - The company is evaluating the potential impact of ASU 2023-09 (Income Tax Disclosures), effective for annual periods beginning after December 15, 2024[29] - Dole is also evaluating ASU 2024-03 and ASU 2025-01 (Expense Disaggregation Disclosures) and ASU 2025-05 (Credit Losses for Receivables), effective for later periods[30][31] NOTE 4 — ACQUISITIONS AND DIVESTITURES - The Fresh Vegetables division was classified as discontinued operations and held for sale after the termination of the Fresh Express Agreement due to regulatory issues[32][34] - An after-tax cumulative loss of $123.5 million was recorded as of June 30, 2025, to adjust the Fresh Vegetables division to its estimated fair value less costs to sell[34] - Dole completed the sale of its 65.0% stake in Progressive Produce on March 13, 2024, for $120.3 million cash, recognizing a $75.9 million gain for the six months ended June 30, 2024[39] Fresh Vegetables Division (Discontinued Operations) Financials | Metric | Three Months Ended June 30, 2025 (USD thousands) | Three Months Ended June 30, 2024 (USD thousands) | Six Months Ended June 30, 2025 (USD thousands) | Six Months Ended June 30, 2024 (USD thousands) | | :------------------------------------------------ | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Revenues, net | 247,242 | 297,505 | 492,235 | 587,795 | | Gross profit | 16,219 | 32,414 | 35,625 | 61,174 | | Operating income from discontinued operations | 6,101 | 21,203 | 14,758 | 37,770 | | Loss on classification as held for sale before income taxes | (50,700) | — | (60,913) | — | | (Loss) income from discontinued operations, net of income taxes | (34,950) | 32,018 | (34,920) | 25,967 | NOTE 5 — REVENUE - Revenue primarily consists of product revenue from fresh produce (tropical fruit, diversified produce), health foods, and consumer goods, along with surcharges for additional services[42] - Service revenue, including third-party freight and royalties, accounted for less than 10% of total revenue for the reported periods[43] Disaggregated Revenue by Product/Service Type | Product/Service | Three Months Ended June 30, 2025 (USD thousands) | Three Months Ended June 30, 2024 (USD thousands) | Six Months Ended June 30, 2025 (USD thousands) | Six Months Ended June 30, 2024 (USD thousands) | | :-------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Diversified produce | 1,456,378 | 1,289,146 | 2,684,334 | 2,605,966 | | Tropical fruit | 874,207 | 749,148 | 1,653,776 | 1,464,112 | | Health foods and consumer goods | 40,925 | 34,331 | 76,272 | 68,068 | | Commercial cargo | 47,350 | 44,887 | 94,909 | 90,190 | | Total revenue, net | 2,428,427 | 2,124,091 | 4,527,831 | 4,245,465 | Disaggregated Revenue by Channel | Channel | Three Months Ended June 30, 2025 (USD thousands) | Three Months Ended June 30, 2024 (USD thousands) | Six Months Ended June 30, 2025 (USD thousands) | Six Months Ended June 30, 2024 (USD thousands) | | :-------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Retail | 1,409,126 | 1,254,172 | 2,584,391 | 2,483,019 | | Wholesale | 830,953 | 676,017 | 1,568,885 | 1,374,131 | | Food service | 115,741 | 121,987 | 218,847 | 233,717 | | Commercial cargo | 47,350 | 44,887 | 94,909 | 90,190 | | Revenue from sales to unconsolidated affiliates | 20,886 | 25,440 | 53,329 | 56,651 | | Total revenue, net | 2,428,427 | 2,124,091 | 4,527,831 | 4,245,465 | NOTE 6 — SEGMENTS - Dole operates through three reportable segments: Fresh Fruit, Diversified Fresh Produce – EMEA, and Diversified Fresh Produce – Americas & ROW, following the exit from the Fresh Vegetables division[45] - Segment performance is evaluated based on revenue and Adjusted EBITDA, which are regularly reviewed by the Chief Operating Decision Maker (CEO and COO)[49] Segment Revenue | Segment | Three Months Ended June 30, 2025 (USD thousands) | Three Months Ended June 30, 2024 (USD thousands) | Six Months Ended June 30, 2025 (USD thousands) | Six Months Ended June 30, 2024 (USD thousands) | | :------------------------------------ | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Fresh Fruit | 972,591 | 851,451 | 1,850,736 | 1,675,680 | | Diversified Fresh Produce — EMEA | 1,100,797 | 944,851 | 1,992,884 | 1,798,449 | | Diversified Fresh Produce — Americas & ROW | 386,348 | 356,057 | 749,761 | 832,939 | | Total segment revenue | 2,459,736 | 2,152,359 | 4,593,381 | 4,307,068 | | Total consolidated revenue, net | 2,428,427 | 2,124,091 | 4,527,831 | 4,245,465 | Segment Adjusted EBITDA | Segment | Three Months Ended June 30, 2025 (USD thousands) | Three Months Ended June 30, 2024 (USD thousands) | Six Months Ended June 30, 2025 (USD thousands) | Six Months Ended June 30, 2024 (USD thousands) | | :------------------------------------ | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Fresh Fruit | 72,756 | 70,619 | 136,087 | 140,054 | | Diversified Fresh Produce – EMEA | 48,984 | 42,695 | 76,644 | 68,654 | | Diversified Fresh Produce – Americas & ROW | 15,378 | 12,107 | 29,209 | 26,812 | | Total consolidated Adjusted EBITDA | 137,118 | 125,421 | 241,940 | 235,520 | NOTE 7 — OTHER (EXPENSE) INCOME, NET Other (Expense) Income, Net Components | Component | Three Months Ended June 30, 2025 (USD thousands) | Three Months Ended June 30, 2024 (USD thousands) | Six Months Ended June 30, 2025 (USD thousands) | Six Months Ended June 30, 2024 (USD thousands) | | :------------------------------------------------ | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Rental income | 2,024 | 2,057 | 3,836 | 4,115 | | Unrealized (loss) gain on foreign currency denominated borrowings | (19,093) | 2,507 | (23,447) | 5,487 | | Debt refinancing expenses | (3,182) | — | (3,182) | — | | Other (expense) income, net | (18,716) | 6,377 | (19,064) | 13,999 | - Other (expense) income, net, shifted from income to expense in 2025, primarily due to higher net unrealized losses on foreign currency denominated borrowings and nonrecurring debt refinancing expenses[55][177][178] NOTE 8 — RECEIVABLES AND ALLOWANCES FOR CREDIT LOSSES Trade Receivables, Net | Metric | June 30, 2025 (USD thousands) | December 31, 2024 (USD thousands) | | :-------------------------------------------------------------------------------- | :----------------------------- | :------------------------------- | | Trade receivables, net of allowances for credit losses | 657,055 | 473,511 | | Allowances for credit losses | (21,313) | (19,493) | - Dole utilizes third-party trade receivables sales arrangements, with $255.0 million under recourse provisions as of June 30, 2025, to manage liquidity[58][59] Grower Advances, Net | Metric | June 30, 2025 (USD thousands) | December 31, 2024 (USD thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | Net advances to growers and suppliers | 135,406 | 125,800 | | Allowance for expected credit losses | (40,630) | (37,000) | - Grower advances are categorized as short-term working capital or long-term term advances, with $12.6 million past due as of June 30, 2025 and December 31, 2024[61][62][63] NOTE 9 — INCOME TAXES Income Tax Expense and Effective Tax Rate | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------ | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Income from continuing operations before income taxes and equity earnings (USD thousands) | 69,942 | 76,101 | 123,357 | 180,987 | | Income tax expense (USD thousands) | (25,504) | (25,460) | (43,082) | (59,861) | | Effective tax rate | 36.5% | 33.5% | 34.9% | 33.1% | - The effective tax rate varies significantly due to the mix and seasonality of earnings in Ireland and various foreign jurisdictions, including impacts from U.S. GILTI, Subpart F income, and Pillar Two[68][182] - A foreign subsidiary is under tax audit for 2017 with a $20.0 million assessment, which Dole is appealing, believing the likelihood of payment is remote[72][185] NOTE 10 — INVENTORY - Inventories are valued at the lower of cost or net realizable value, with costs determined primarily on a first-in, first-out basis for fresh produce[75] Inventory, Net of Allowances | Inventory Category | June 30, 2025 (USD thousands) | December 31, 2024 (USD thousands) | | :------------------------------------ | :----------------------------- | :------------------------------- | | Finished products | 267,360 | 295,700 | | Raw materials, work in progress, and packaging materials | 100,207 | 62,300 | | Crop growing costs | 20,394 | 29,300 | | Agricultural and other operating supplies | 27,812 | 42,600 | | Inventories, net of allowances | 415,773 | 430,000 | - Inventories, net of allowances, decreased by $14.2 million from December 31, 2024, to June 30, 2025, mainly due to a decrease in finished products and agricultural supplies, partially offset by an increase in raw materials[76] NOTE 11 — ASSETS HELD FOR SALE AND ACTIVELY MARKETED PROPERTY - Dole continuously reviews assets for sale that do not meet strategic direction or economic return criteria, classifying them as held for sale or actively marketed property[77] Assets Held for Sale and Actively Marketed Property | Asset Type | June 30, 2025 (USD thousands) | December 31, 2024 (USD thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | Assets held for sale | 2,491 | 1,419 | | Actively marketed property | 45,391 | 45,778 | - A gain of $7.0 million was recognized in the six months ended June 30, 2025, from the sale of actively marketed Hawaii land in the Fresh Fruit segment[80] NOTE 12 — DEBT Total Debt, Net | Metric | June 30, 2025 (USD thousands) | December 31, 2024 (USD thousands) | | :------------------------------------ | :----------------------------- | :------------------------------- | | Total debt, gross | 1,105,734 | 967,146 | | Unamortized debt discounts and debt issuance costs | (7,815) | (9,531) | | Total debt, net | 1,097,919 | 957,615 | | Long-term debt, net | 998,876 | 866,075 | - On May 1, 2025, Dole entered into an Amended and Restated Credit Agreement, refinancing previous facilities with a new $600.0 million Corporate Revolving Credit Facility, a $250.0 million New Term Loan A, and a $350.0 million Farm Credit Term Loan[84] - The refinancing resulted in a net expense of $3.2 million for the three and six months ended June 30, 2025, recorded in other (expense) income, net[87] - As of June 30, 2025, Dole had $342.7 million available for cash borrowings under the Corporate Revolving Credit Facility and an additional $223.7 million available from other local bank lines of credit[88][91] NOTE 13 — EMPLOYEE BENEFIT PLANS Net Periodic Benefit Cost (Income) - Three Months Ended June 30 | Component | U.S. Pension Plans (2025) | U.S. Pension Plans (2024) | International Pension Plans (2025) | International Pension Plans (2024) | OPRB Plans (2025) | OPRB Plans (2024) | | :------------------------------------ | :------------------------ | :------------------------ | :--------------------------------- | :--------------------------------- | :---------------- | :---------------- | | Service cost | $47 | $51 | $1,015 | $945 | $0 | $0 | | Interest cost | 1,961 | 2,087 | 3,079 | 2,975 | 176 | 178 | | Expected return on plan assets | (2,705) | (2,998) | (2,110) | (2,082) | 0 | 0 | | Net periodic pension (income) cost | (715) | (866) | 1,985 | 762 | 235 | 194 | Net Periodic Benefit Cost (Income) - Six Months Ended June 30 | Component | U.S. Pension Plans (2025) | U.S. Pension Plans (2024) | International Pension Plans (2025) | International Pension Plans (2024) | OPRB Plans (2025) | OPRB Plans (2024) | | :------------------------------------ | :------------------------ | :------------------------ | :--------------------------------- | :--------------------------------- | :---------------- | :---------------- | | Service cost | $93 | $103 | $2,030 | $2,240 | $0 | $0 | | Interest cost | 3,923 | 4,198 | 6,158 | 5,928 | 352 | 357 | | Expected return on plan assets | (5,411) | (5,995) | (4,220) | (4,164) | 0 | 0 | | Net periodic pension income (cost) | (1,432) | (1,726) | 3,830 | 2,425 | 470 | 389 | - The non-service components of net periodic pension cost (income) are classified within other (expense) income, net, in the condensed consolidated statements of operations[93] NOTE 14 — DERIVATIVE FINANCIAL INSTRUMENTS - Dole uses foreign currency exchange forward and option contracts, interest rate swaps, and bunker fuel contracts to hedge exposures to foreign currency, interest rate, and fuel price fluctuations[94][96][99] Aggregate Notional Amounts of Derivative Instruments (June 30, 2025) | Instrument Type | Aggregate Notional Amount | | :-------------------------------- | :------------------------ | | Foreign currency forward contracts (USD) | $111.9 million | | Foreign currency forward contracts (Euro) | €272.0 million | | Foreign currency forward contracts (GBP) | £19.9 million | | Interest rate swap contracts | $645.0 million | | Bunker fuel hedges | 14.3 thousand metric tons | - A de-designation gain of $1.0 million was recognized in the three and six months ended June 30, 2025, due to certain interest rate swaps where forecasted interest payments are no longer probable, following the debt refinancing[98] - As of June 30, 2025, approximately $2.3 million of net deferred loss from derivative instruments is expected to be reclassified from accumulated other comprehensive loss into earnings over the next 12 months[105] NOTE 15 — FAIR VALUE MEASUREMENTS - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[106][107] Fair Value Measurements as of June 30, 2025 (USD thousands) | Instrument | Balance Sheet Classification | Level 1 | Level 2 | Level 3 | Total | | :-------------------------- | :--------------------------- | :------ | :-------- | :-------- | :------ | | Foreign currency forward contracts | Other receivables, net | — | 1,012 | — | 1,012 | | Foreign currency forward contracts | Accrued liabilities | — | (24,094) | — | (24,094) | | Interest rate swap contracts | Other assets | — | 13,679 | — | 13,679 | | Rabbi Trust investments | Short-term investments | — | — | 6,216 | 6,216 | | Contingent consideration | Contingent consideration | — | — | (4,745) | (4,745) | | Total | | $— | $(10,314) | $14,570 | $4,256 | - The fair values of derivative instruments are determined using Level 2 inputs, while Rabbi Trust investments and contingent consideration are valued using Level 3 unobservable inputs[111][112][113] NOTE 16 — CONTINGENCIES - Dole provides guarantees for subsidiary obligations, totaling $58.0 million in letters of credit, bank guarantees, and surety bonds, and $9.5 million for equity method investees as of June 30, 2025[121][122] - The company is involved in DBCP lawsuits with claimed damages of approximately $17.8 billion, but management believes the probable loss is not material due to substantial defenses and settlement efforts[125][126][127] - A legal dispute with Shell Oil Company regarding cleanup costs at a former Shell site resulted in a jury verdict for BHC (a Dole subsidiary) to bear $133.3 million of $266.6 million in costs, which BHC has appealed[128] NOTE 17 — STOCKHOLDERS' EQUITY - As of June 30, 2025, Dole had 95.2 million shares of common stock outstanding, with 5.1 million shares available for future grant under the 2021 Omnibus Incentive Compensation Plan[130][131] - Total stock-based compensation expense was $1.8 million for Q2 2025 and $3.2 million for H1 2025, with $11.8 million in unrecognized compensation cost for unvested awards[133] Dividends Declared Per Share | Quarter | Date Declared | Amount (per share) | | :------ | :------------ | :----------------- | | Q4 2024 | 2/25/2025 | $0.08 | | Q1 2025 | 5/9/2025 | $0.085 | - Accumulated other comprehensive loss improved from $(166.2) million at December 31, 2024, to $(113.4) million at June 30, 2025, primarily due to foreign currency translation gains[137][138] NOTE 18 — INVESTMENTS IN UNCONSOLIDATED AFFILIATES Investments in Unconsolidated Affiliates | Metric | June 30, 2025 (USD thousands) | December 31, 2024 (USD thousands) | | :------------------------------------ | :----------------------------- | :------------------------------- | | Total investments in unconsolidated affiliates | 138,128 | 129,322 | | Equity method investments | 131,600 | 126,200 | | Investments without significant influence | 6,500 | 3,100 | - Equity method earnings increased to $8.5 million for Q2 2025 and $16.8 million for H1 2025, up from $5.4 million and $6.4 million respectively in 2024[143] - A $6.9 million gain was recognized in H1 2025 from the divestiture of a portion of ownership shares in a U.S. equity method investment, which was part of a non-cash transaction[142][188] NOTE 19 – EARNINGS (LOSS) PER SHARE Earnings (Loss) Per Share Attributable to Dole plc | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Basic EPS - Continuing operations | $0.47 | $0.51 | $0.88 | $1.31 | | Basic EPS - Discontinued operations | $(0.37) | $0.34 | $(0.37) | $0.27 | | Basic EPS - Net income | $0.10 | $0.85 | $0.51 | $1.58 | | Diluted EPS - Net income | $0.10 | $0.84 | $0.51 | $1.57 | - Basic and diluted net income per share attributable to Dole plc significantly decreased year-over-year, primarily due to the loss from discontinued operations in 2025[147] NOTE 20 — SUBSEQUENT EVENTS - On July 4, 2025, the U.S. One Big Beautiful Bill Act (OBBBA) was enacted, and management is assessing its potential impacts on the company's financial statements[149] - The sale of the Fresh Vegetables division to OG Holdco LLC closed on August 5, 2025, for approximately $140.0 million, including $90.0 million cash and a $50.0 million seller note, plus a potential $10.0 million earn-out[150] - On August 8, 2025, the Board declared a cash dividend of $0.085 per share for Q2 2025, payable on October 6, 2025[151] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on Dole plc's financial condition and results of operations, highlighting key performance drivers, segment-specific results, and liquidity. It covers the company's strategic overview, the impact of the Fresh Vegetables division exit, the Progressive Produce sale, and the current economic environment Executive Overview - Dole is a global leader in fresh fruits and vegetables, operating through three reportable segments: Fresh Fruit, Diversified Fresh Produce – EMEA, and Diversified Fresh Produce – Americas & ROW[153][154][155][156] - The Fresh Vegetables division has been classified as discontinued operations, with its sale completed on August 5, 2025, for approximately $140.0 million[157][158] - The sale of the Progressive Produce business on March 13, 2024, generated $120.3 million in cash and a $75.9 million gain, with proceeds used for debt prepayment[159] Current Economic and Market Environment - The economic and market environment remains volatile, posing risks from evolving global trade policies (tariffs), geopolitical conflicts, changing central bank monetary policies (higher interest rates, volatile FX rates), weather events, and evolving regulatory environments[161] - Dole is implementing mitigation strategies, including price increases, operational efficiencies, and strategic investments, but the full impact of these factors is uncertain and difficult to predict[161] Operating Results Consolidated Operating Results (Three Months Ended June 30) | Metric | 2025 (USD thousands) | 2024 (USD thousands) | Change (USD thousands) | Change (%) | | :------------------------------------------------ | :------------------- | :------------------- | :--------------------- | :--------- | | Revenues, net | 2,428,427 | 2,124,091 | 304,336 | 14.3% | | Gross profit | 218,300 | 200,586 | 17,714 | 8.8% | | Operating income | 103,219 | 85,888 | 17,331 | 20.2% | | Income from continuing operations | 52,939 | 56,047 | (3,108) | (5.5%) | | (Loss) income from discontinued operations, net | (34,950) | 32,018 | (66,968) | (209.2%) | | Net income attributable to Dole plc | 9,966 | 80,117 | (70,151) | (87.6%) | Consolidated Operating Results (Six Months Ended June 30) | Metric | 2025 (USD thousands) | 2024 (USD thousands) | Change (USD thousands) | Change (%) | | :------------------------------------------------ | :------------------- | :------------------- | :--------------------- | :--------- | | Revenues, net | 4,527,831 | 4,245,465 | 282,366 | 6.7% | | Gross profit | 400,493 | 395,263 | 5,230 | 1.3% | | Operating income | 171,124 | 198,021 | (26,897) | (13.6%) | | Income from continuing operations | 97,068 | 127,534 | (30,466) | (23.9%) | | (Loss) income from discontinued operations, net | (34,920) | 25,967 | (60,887) | (234.5%) | | Net income attributable to Dole plc | 48,878 | 150,260 | (101,382) | (67.5%) | - Revenue growth for both periods was driven by positive operational performance across all segments and favorable foreign currency translation, partially offset by divestitures[167][168] - Cost of sales increased due to higher trading activity, unfavorable foreign currency translation, and increased Fresh Fruit sourcing and shipping costs (e.g., Tropical Storm Sara impact, vessel disruption)[170][171] - Selling, marketing, general and administrative expenses increased due to unfavorable foreign currency translation, higher employee wages/salaries, and professional fees[172][173] - Other (expense) income, net, decreased to an expense in 2025, primarily due to higher net unrealized losses on foreign currency denominated borrowings and debt refinancing expenses[177][178] - Interest expense decreased due to lower base interest rates and lower average borrowings in 2025[179] - Equity method earnings increased significantly in 2025, driven by improved performance in joint ventures and a $6.9 million gain from a partial divestiture of an equity method investment[187][188] - Discontinued operations reported a significant loss in 2025, primarily due to a $50.7 million (Q2) and $60.9 million (H1) pre-tax loss on classification as held for sale for the Fresh Vegetables division[189][190] Segment Operating Results Segment Revenue Operational Change (Three Months Ended June 30) | Segment | June 30, 2024 (USD thousands) | Foreign Exchange Translation (USD thousands) | Acquisitions/Divestitures (USD thousands) | Operational Change (USD thousands) | June 30, 2025 (USD thousands) | | :------------------------------------ | :---------------------------- | :----------------------------------------- | :---------------------------------------- | :--------------------------------- | :---------------------------- | | Fresh Fruit | 851,451 | 348 | — | 120,792 | 972,591 | | Diversified Fresh Produce – EMEA | 944,851 | 57,707 | (9,558) | 107,797 | 1,100,797 | | Diversified Fresh Produce – Americas & ROW | 356,057 | (882) | — | 31,173 | 386,348 | Segment Adjusted EBITDA Operational Change (Three Months Ended June 30) | Segment | June 30, 2024 (USD thousands) | Foreign Exchange Translation (USD thousands) | Acquisitions/Divestitures (USD thousands) | Operational Change (USD thousands) | June 30, 2025 (USD thousands) | | :------------------------------------ | :---------------------------- | :----------------------------------------- | :---------------------------------------- | :--------------------------------- | :---------------------------- | | Fresh Fruit | 70,619 | (210) | 262 | 2,085 | 72,756 | | Diversified Fresh Produce – EMEA | 42,695 | 2,544 | 11 | 3,734 | 48,984 | | Diversified Fresh Produce – Americas & ROW | 12,107 | (124) | 180 | 3,215 | 15,378 | - Fresh Fruit revenue increased due to higher worldwide volumes and pricing of bananas and pineapples, but Adjusted EBITDA decreased for the six-month period due to higher fruit and shipping costs (e.g., Tropical Storm Sara, vessel disruption)[201][202][203][204] - Diversified Fresh Produce – EMEA saw revenue and Adjusted EBITDA increases, driven by strong performance in the U.K., Spain, Scandinavia, and the Netherlands, along with favorable foreign currency translation[205][206][207][208] - Diversified Fresh Produce – Americas & ROW revenue increased in Q2 2025 due to volume growth in North American commodities and higher South American apple exports, but decreased for H1 2025 due to the Progressive Produce disposal[209][211] - Diversified Fresh Produce – Americas & ROW Adjusted EBITDA increased, driven by strong performance in southern hemisphere exports (apples, citrus) and North American markets (kiwis, citrus, avocados)[210][212] Liquidity and Capital Resources - Dole's primary cash flow sources are operating activities, debt issuance, and bank borrowings, with sufficient liquidity expected to fund future capital expenditures, debt service, and dividends[214][215] Net Debt Reconciliation | Metric | June 30, 2025 (USD thousands) | December 31, 2024 (USD thousands) | | :------------------------------------ | :----------------------------- | :------------------------------- | | Cash and cash equivalents | 316,911 | 330,017 | | Total gross debt | (1,105,734) | (967,146) | | Net debt | (788,823) | (637,129) | Total Available Liquidity | Metric | June 30, 2025 (USD thousands) | December 31, 2024 (USD thousands) | | :-------------------------- | :----------------------------- | :------------------------------- | | Cash and cash equivalents | 316,911 | 330,017 | | Lines of credit | 566,050 | 803,706 | | Total available liquidity | 882,961 | 1,133,723 | - Net debt increased to $(788.8) million at June 30, 2025, from $(637.1) million at December 31, 2024, reflecting higher gross debt[222] - Total available liquidity decreased to $883.0 million at June 30, 2025, from $1,133.7 million at December 31, 2024, primarily due to lower available lines of credit[226] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section states that there have been no material changes to the disclosures regarding quantitative and qualitative market risk from those presented in the company's Annual Report on Form 20-F - No material changes to market risk disclosures have occurred since the Annual Report on Form 20-F[231] Item 4. Controls and Procedures This section confirms that management, under the supervision of the CEO and CFO, evaluated the effectiveness of the company's disclosure controls and procedures as of June 30, 2025, and concluded they were effective. No material changes in internal control over financial reporting occurred during the period - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[232] - No material changes in internal control over financial reporting occurred during the six months ended June 30, 2025[232] PART II - OTHER INFORMATION Item 1. Legal Proceedings This section refers to Note 16 'Contingencies' for details on legal proceedings and civil/criminal investigations. It notes that while these matters may incur significant costs and distract management, they are not expected to have a material adverse effect on Dole's results of operations, financial condition, or cash flows - Dole is involved in various legal proceedings and investigations, which are detailed in Note 16 'Contingencies'[234] - Despite potential significant costs and management distraction, these matters are not expected to have a material adverse effect on Dole's financial results or condition[234] Item 1A. Risk Factors This section directs users to consider the risk factors discussed in Part I, 'Item 3D. Risk Factors' of the Annual Report on Form 20-F, noting that there have been no material changes or additions to these risks other than as updated and supplemented in the current report - Users should consider risk factors from the Annual Report on Form 20-F, as no material changes or additions have occurred beyond those updated in this report[235][236] Item 5. Other Information This section states that there is no other information to report under Item 5 - No other information is reported under this item[237]