Cover
Cover | 12 Months Ended |
Dec. 31, 2022 shares | |
Entity Information [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2022 |
Current Fiscal Year End Date | --12-31 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-40695 |
Entity Registrant Name | Dole plc |
Entity Incorporation, State or Country Code | L2 |
Entity Address, Address Line One | 29 North Anne Street |
Entity Address, City or Town | Dublin 7 |
Entity Address, Postal Zip Code | D07 PH36 |
Entity Address, Country | IE |
Title of 12(b) Security | Ordinary Shares, $0.01 par value per share |
Trading Symbol | DOLE |
Security Exchange Name | NYSE |
Entity Common Stock, Shares Outstanding (in shares) | 94,899,194 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Accelerated Filer |
Entity Emerging Growth Company | false |
ICFR Auditor Attestation Flag | true |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Central Index Key | 0001857475 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Business Contact | |
Entity Information [Line Items] | |
Entity Address, Address Line One | 29 North Anne Street |
Entity Address, City or Town | Dublin 7 |
Entity Address, Postal Zip Code | D07 PH36 |
Entity Address, Country | IE |
Contact Personnel Name | Jacinta Devine |
City Area Code | 353 |
Local Phone Number | 1-887-2600 |
Contact Personnel Email Address | jdevine@totalproduce.com |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 1116 |
Auditor Name | KPMG |
Auditor Location | Dublin, Ireland |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash and cash equivalents | $ 228,840 | $ 250,561 |
Short-term investments | 5,367 | 6,115 |
Trade receivables, net of allowances for credit losses of $19,130 and $22,064, respectively | 605,154 | 719,114 |
Grower advance receivables, net of allowances of $15,817 and $9,606, respectively | 120,940 | 72,350 |
Other receivables, net of allowances of $14,810 and $14,066, respectively | 137,575 | 125,908 |
Inventories, net of allowances of $4,410 and $7,447, respectively | 436,878 | 410,737 |
Prepaid expenses | 55,045 | 45,339 |
Other current assets | 15,034 | 11,011 |
Assets held-for-sale | 645 | 200 |
Total current assets | 1,605,478 | 1,641,335 |
Long-term investments | 16,498 | 23,433 |
Investments in unconsolidated affiliates | 124,239 | 128,407 |
Actively marketed property | 31,007 | 50,364 |
Property, plant and equipment, net of accumulated depreciation of $404,009 and $283,677, respectively | 1,343,307 | 1,430,850 |
Operating lease right-of-use assets | 392,797 | 368,632 |
Goodwill | 497,453 | 511,333 |
DOLE brand | 306,280 | 306,280 |
Other intangible assets, net of accumulated amortization of $120,315 and $117,499 respectively | 50,990 | 62,046 |
Other assets | 159,681 | 98,917 |
Deferred tax assets, net | 64,112 | 46,371 |
Total assets | 4,591,842 | 4,667,968 |
LIABILITIES AND EQUITY | ||
Accounts payable | 729,615 | 696,766 |
Income taxes payable | 11,558 | 10,316 |
Accrued liabilities | 465,626 | 464,931 |
Bank overdrafts | 8,623 | 9,395 |
Current portion of long-term debt, net | 97,435 | 51,785 |
Current maturities of operating leases | 81,968 | 73,046 |
Payroll and other tax | 28,913 | 35,212 |
Contingent consideration | 1,791 | 2,958 |
Pension and postretirement benefits | 17,287 | 17,664 |
Dividends payable and other current liabilities | 17,698 | 9,078 |
Total current liabilities | 1,460,514 | 1,371,151 |
Long-term debt, net | 1,127,321 | 1,297,808 |
Operating leases, less current maturities | 320,272 | 305,714 |
Deferred tax liabilities, net | 143,376 | 145,689 |
Income taxes payable, less current portion | 30,458 | 40,439 |
Contingent consideration, less current portion | 5,022 | 4,302 |
Pension and postretirement benefits, less current portion | 124,646 | 152,149 |
Other long-term liabilities | 61,248 | 105,310 |
Total liabilities | 3,272,857 | 3,422,562 |
Commitments and contingent liabilities (See Note 19) | ||
Redeemable noncontrolling interests | 32,311 | 32,776 |
Stockholders’ equity: | ||
Common stock — $0.01 par value; 300,000,000 shares authorized and 94,899,194 and 94,877,706 shares outstanding as of December 31, 2022 and December 31, 2021, respectively | 949 | 950 |
Additional paid-in capital | 795,063 | 792,223 |
Retained earnings | 469,249 | 413,335 |
Accumulated other comprehensive loss | (104,133) | (125,919) |
Total equity attributable to Dole plc | 1,161,128 | 1,080,589 |
Equity attributable to noncontrolling interests | 125,546 | 132,041 |
Total equity | 1,286,674 | 1,212,630 |
Total liabilities, redeemable noncontrolling interests and equity | $ 4,591,842 | $ 4,667,968 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Trade receivables, allowances for credit losses | $ 19,130 | $ 22,064 |
Grower advance receivables, allowances for credit losses | 15,817 | 9,606 |
Other receivables, allowances | 14,810 | 14,066 |
Inventories, allowances | 4,410 | 7,447 |
Property, plant and equipment, accumulated depreciation | 404,009 | 283,677 |
Other intangible assets, accumulated amortization | $ 120,315 | $ 117,499 |
Common stock par value (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares outstanding (in shares) | 94,899,194 | 94,877,706 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue, net | $ 9,228,853,000 | $ 6,454,402,000 | $ 4,345,939,000 |
Cost of sales | (8,634,144,000) | (6,105,271,000) | (4,012,348,000) |
Gross profit | 594,709,000 | 349,131,000 | 333,591,000 |
Selling, marketing, general and administrative expenses | (491,712,000) | (349,769,000) | (264,844,000) |
Merger, transaction and other related costs | 0 | (30,072,000) | (396,000) |
Gain on disposal of businesses | 192,000 | 11,000 | 0 |
Impairment of property, plant and equipment | (397,000) | 0 | (1,210,000) |
Gain on asset sales | 11,634,000 | 581,000 | 0 |
Operating income (loss) | 114,426,000 | (30,118,000) | 67,141,000 |
Other income (expense), net | 11,322,000 | 8,658,000 | (119,000) |
Interest income | 6,642,000 | 3,938,000 | 2,604,000 |
Interest expense | (61,485,000) | (27,030,000) | (10,523,000) |
Income (loss) before income taxes and equity earnings | 70,905,000 | (44,552,000) | 59,103,000 |
Income tax expense | 34,059,000 | 13,333,000 | (18,130,000) |
Equity method earnings | 6,726,000 | 48,027,000 | 30,279,000 |
Net income | 111,690,000 | 16,808,000 | 71,252,000 |
Less: Net income attributable to noncontrolling interests | (25,194,000) | (24,027,000) | (18,764,000) |
Net income (loss) attributable to Dole plc | $ 86,496,000 | $ (7,219,000) | $ 52,488,000 |
Net income (loss) per share attributable to Dole plc - basic (in USD per share) | $ 0.91 | $ (0.10) | $ 0.95 |
Net income (loss) per share attributable to Dole plc - diluted (in USD per share) | $ 0.91 | $ (0.10) | $ 0.94 |
Weighted average shares outstanding - basic (in shares) | 94,886 | 72,190 | 55,509 |
Weighted average shares outstanding - diluted (in shares) | 94,906 | 72,190 | 55,592 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 111,690 | $ 16,808 | $ 71,252 |
Other comprehensive income (loss), net of tax: | |||
Net unrealized gain (loss) on derivatives | 31,786 | 11,209 | (2,705) |
Foreign currency translation adjustment | (38,068) | (34,772) | 21,876 |
Change in pension and postretirement benefits | 22,959 | 2,532 | (12,624) |
Reclassification of pension activity | 0 | 15,462 | 0 |
Total other comprehensive income (loss) | 16,677 | (5,569) | 6,547 |
Comprehensive income | 128,367 | 11,239 | 77,799 |
Less: Comprehensive income attributable to noncontrolling interests | (20,085) | (15,574) | (22,510) |
Comprehensive income (loss) attributable to Dole plc | $ 108,282 | $ (4,335) | $ 55,289 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Activities | |||
Net income | $ 111,690,000 | $ 16,808,000 | $ 71,252,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 130,997,000 | 72,955,000 | 36,182,000 |
Incremental charges on purchase accounting valuation of biological assets and inventory | 41,145,000 | 65,916,000 | 0 |
Net (gain) on sale of assets and asset write-offs | (11,634,000) | (581,000) | 0 |
Impairment of property, plant and equipment | 397,000 | 0 | 1,210,000 |
Net (gain) loss on financial instruments | 7,167,000 | (3,910,000) | 0 |
Stock-based compensation expense | 4,500,000 | 815,000 | 0 |
Equity method earnings | (6,726,000) | (48,027,000) | (30,279,000) |
Net (gain) on disposal of businesses | (192,000) | (11,000) | 0 |
Amortization of debt discounts and debt issuance costs | 6,213,000 | 2,634,000 | 0 |
Deferred tax (benefit) | (35,044,000) | (23,168,000) | (698,000) |
Pension and other postretirement benefit plan expense (benefit) | 3,151,000 | 2,913,000 | (3,620,000) |
Dividends received from equity method investees | 9,817,000 | 12,137,000 | 12,906,000 |
Fair value movement on contingent consideration | (14,000) | 1,036,000 | 519,000 |
Other | (194,000) | 2,322,000 | (481,000) |
Changes in operating assets and liabilities: | |||
Receivables, net of allowances | 19,708,000 | (20,542,000) | 32,578,000 |
Inventories | (38,252,000) | (56,603,000) | (18,027,000) |
Accrued and other current and long-term liabilities | (3,837,000) | (8,315,000) | 43,031,000 |
Cash flow provided by operating activities | 238,892,000 | 16,379,000 | 144,573,000 |
Investing Activities | |||
Sales of assets | 36,676,000 | 26,308,000 | 891,000 |
Capital expenditures | (97,998,000) | (65,438,000) | (23,202,000) |
Acquisitions, net of cash acquired | (4,886,000) | 103,595,000 | 298,000 |
Proceeds from sales of investment in unconsolidated affiliates | 421,000 | 10,607,000 | 4,362,000 |
Insurance proceeds | 2,278,000 | 10,455,000 | 0 |
Purchases of investments | (458,000) | (1,210,000) | 0 |
Investments in unconsolidated affiliates | (3,450,000) | (1,833,000) | 537,000 |
Other | 912,000 | 332,000 | (8,482,000) |
Cash flow provided by (used in) investing activities | (66,505,000) | 82,816,000 | (25,596,000) |
Financing Activities | |||
Proceeds from borrowings and overdrafts | 1,293,280,000 | 2,145,427,000 | 302,450,000 |
Repayments on borrowings and overdrafts | (1,411,467,000) | (2,487,130,000) | (363,901,000) |
Payment of debt issuance costs | (304,000) | (22,133,000) | 0 |
Dividends paid to shareholders | (30,364,000) | (17,092,000) | (11,875,000) |
Dividends paid to noncontrolling interests | (21,632,000) | (21,683,000) | (23,349,000) |
Acquisition of redeemable noncontrolling interest | 0 | 0 | (4,062,000) |
Other noncontrolling interest activity, net | 0 | 382,000 | 0 |
Proceeds from exercise of stock options | 0 | 7,041,000 | 153,000 |
Payments of contingent consideration | (2,909,000) | (5,031,000) | 0 |
Proceeds received from issuance of common stock in initial public offering, net of issuance costs | 0 | 398,876,000 | 0 |
Cash flow (used in) financing activities | (173,396,000) | (1,343,000) | (100,584,000) |
Effect of foreign currency exchange rate changes on cash | (20,712,000) | (7,794,000) | 12,533,000 |
Increase (decrease) in cash and cash equivalents | (21,721,000) | 90,058,000 | 30,926,000 |
Cash and cash equivalents at beginning of period | 250,561,000 | 160,503,000 | 129,577,000 |
Cash and cash equivalents at end of period | 228,840,000 | 250,561,000 | 160,503,000 |
Supplemental cash flow information: | |||
Income tax payments, net of refunds | (50,469,000) | (26,945,000) | (19,313,000) |
Interest payments on borrowings | (53,565,000) | (26,691,000) | (10,859,000) |
Non-cash Investing and Financing Activities: | |||
Accrued property, plant and equipment | $ (488,000) | $ (5,414,000) | $ (90,000) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Equity Attributable to Dole plc | Equity Attributable to Noncontrolling Interests | Redeemable Noncontrolling Interests |
Equity at beginning of period at Dec. 31, 2019 | $ 613,993 | $ 4,863 | $ 202,619 | $ 418,923 | $ (131,604) | $ 494,801 | $ 119,192 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 66,752 | 52,488 | 52,488 | 14,264 | $ 4,500 | |||
Proceeds from exercise of stock options | (130) | (130) | (130) | |||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and issuance costs | 153 | 2 | 104 | 47 | 153 | |||
Share of repayment of receivable from affiliates | 787 | 787 | 787 | |||||
Dividends declared | (28,780) | (11,875) | (11,875) | (16,905) | (6,444) | |||
Other noncontrolling interest activity, net | 1,386 | (33) | (33) | 1,419 | ||||
Other redeemable noncontrolling interest activity, net | (3,983) | (4,361) | 378 | (3,983) | 2,560 | |||
Other comprehensive income (loss), net of tax | 7,737 | 2,801 | 2,801 | 4,936 | (1,190) | |||
Equity at end of period at Dec. 31, 2020 | 657,915 | 4,865 | 198,232 | 460,715 | (128,803) | 535,009 | 122,906 | |
Redeemable noncontrolling interest at beginning of period at Dec. 31, 2019 | 30,891 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Net income (loss) | 66,752 | 52,488 | 52,488 | 14,264 | 4,500 | |||
Dividends declared | (28,780) | (11,875) | (11,875) | (16,905) | (6,444) | |||
Other redeemable noncontrolling interest activity, net | (3,983) | (4,361) | 378 | (3,983) | 2,560 | |||
Other comprehensive income (loss), net of tax | 7,737 | 2,801 | 2,801 | 4,936 | (1,190) | |||
Redeemable noncontrolling interest at end of period at Dec. 31, 2020 | 30,317 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 13,504 | (7,219) | (7,219) | 20,723 | 3,304 | |||
Proceeds from exercise of stock options | 7,041 | 56 | 6,985 | 7,041 | ||||
Cancellation of treasury stock | (263) | 263 | ||||||
Share issuance to C&C Parties | 190,674 | 119 | 190,555 | 190,674 | ||||
Conversion of ordinary shares to common stock in connection with initial public offering | (4,096) | 4,096 | ||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and issuance costs | 399,144 | 268 | 398,876 | 399,144 | ||||
Share of repayment of receivable from affiliates | 469 | 469 | 469 | |||||
Dividends declared | (40,410) | (24,699) | (24,699) | (15,711) | (5,972) | |||
Stock-based compensation | 786 | 1 | 785 | 786 | ||||
Other noncontrolling interest activity, net | 9,816 | (1,706) | (1,706) | 11,522 | ||||
Other redeemable noncontrolling interest activity, net | (6,332) | (6,332) | (6,332) | 6,181 | ||||
Reclassification of pension activity | (15,462) | 15,462 | ||||||
Other comprehensive income (loss), net of tax | (19,977) | (12,578) | (12,578) | (7,399) | (1,054) | |||
Equity at end of period at Dec. 31, 2021 | 1,212,630 | 950 | 792,223 | 413,335 | (125,919) | 1,080,589 | 132,041 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Net income (loss) | 13,504 | (7,219) | (7,219) | 20,723 | 3,304 | |||
Dividends declared | (40,410) | (24,699) | (24,699) | (15,711) | (5,972) | |||
Other redeemable noncontrolling interest activity, net | (6,332) | (6,332) | (6,332) | 6,181 | ||||
Other comprehensive income (loss), net of tax | (19,977) | (12,578) | (12,578) | (7,399) | (1,054) | |||
Redeemable noncontrolling interest at end of period at Dec. 31, 2021 | 32,776 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 108,235 | 86,496 | 86,496 | 21,739 | 3,455 | |||
Dividends declared | (48,282) | (30,582) | (30,582) | (17,700) | (4,085) | |||
Stock-based compensation | 4,341 | (1) | 4,342 | 4,341 | ||||
Other noncontrolling interest activity, net | (6,762) | (900) | (900) | (5,862) | ||||
Other redeemable noncontrolling interest activity, net | (602) | (602) | (602) | 602 | ||||
Other comprehensive income (loss), net of tax | 17,114 | 21,786 | 21,786 | (4,672) | (437) | |||
Equity at end of period at Dec. 31, 2022 | 1,286,674 | $ 949 | 795,063 | 469,249 | (104,133) | 1,161,128 | 125,546 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Net income (loss) | 108,235 | 86,496 | 86,496 | 21,739 | 3,455 | |||
Dividends declared | (48,282) | $ (30,582) | (30,582) | (17,700) | (4,085) | |||
Other redeemable noncontrolling interest activity, net | (602) | $ (602) | (602) | 602 | ||||
Other comprehensive income (loss), net of tax | $ 17,114 | $ 21,786 | $ 21,786 | $ (4,672) | (437) | |||
Redeemable noncontrolling interest at end of period at Dec. 31, 2022 | $ 32,311 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Dole plc is engaged in the worldwide sourcing, processing, distributing and marketing of high-quality fresh fruit and vegetables. Dole is a premier global leader in fresh produce, and the Company’s most significant products hold leading positions in their respective categories and territories. Dole is one of the largest producers of fresh bananas and pineapples, one of the largest global exporters of grapes, one of the industry leaders in value-added salads and fresh-packed vegetables in the United States (the “U.S.”) and has a strong presence in growing categories such as berries, avocados and organic produce. Dole conducts operations throughout North America, Latin America, Europe, Asia, the Middle East and Africa (primarily in South Africa). As a result of its global operating and financing activities, Dole is exposed to certain risks, including fluctuations in commodity and fuel costs, interest rates and foreign currency exchange rates, as well as other environmental and business risks in sourcing and selling locations. Dole offers over 300 products that are grown and sourced, both locally and globally, from over 30 countries in various regions worldwide. These products are distributed and marketed in over 75 countries across retail, wholesale and food service channels. The Company operates through a number of business-to-business and business-to-consumer brands, the most notable being the primary Dole brand (“DOLE brand”). Dole is incorporated in Ireland and was formed as a result of the combination of Total Produce and Legacy Dole. On February 16, 2021, Total Produce, Legacy Dole and the C&C Parties entered into a binding transaction agreement to combine Total Produce and Legacy Dole under a newly created entity, later named Dole plc, listed publicly in the U.S. Prior to the Merger, Total Produce had a 45.0% ownership interest in Legacy Dole. On July 29, 2021, the Merger between Total Produce and Legacy Dole occurred, and Total Produce shareholders and the C&C Parties received 82.5% and 17.5%, respectively, of the shares in Dole plc outstanding immediately prior to the IPO Transaction. On July 30, 2021, Dole plc consummated its IPO on the NYSE under the ticker symbol “DOLE”. In the IPO, Dole issued 25.0 million shares of common stock at $16.00 per share. In addition, on August 30, 2021, an additional 1.8 million shares of common stock were issued to the underwriters upon their exercise of the option to purchase them at the price of $16.00 per share. In the year ended December 31, 2021, total gross proceeds from the issuance of shares were $428.5 million, and after underwriting fees and other issuance costs of $29.6 million, net proceeds were $398.9 million. The proceeds from the IPO Transaction were used to fund the payment of certain outstanding debt balances. See Note 4 “Business Combinations and Transactions” for additional detail on the Merger and the IPO Transaction. On January 30, 2023, certain of Dole’s wholly owned subsidiaries entered into a Stock Purchase Agreement (the “Agreement”) with Fresh Express Acquisitions LLC (“Fresh Express”), a wholly owned subsidiary of Chiquita Holdings Limited, pursuant to which Fresh Express has agreed to acquire Dole’s fresh vegetables division for approximately $293.0 million in cash, subject to certain adjustments set forth in the Agreement (the “Vegetables Transaction”). The Vegetables Transaction is expected to close after regulatory approval is obtained, subject to the satisfaction or waiver of customary closing conditions. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements herein are prepared in conformity with generally accepted accounting principles in the U.S. (“U.S. GAAP”). In the opinion of management, the consolidated financial statements of Dole include all necessary adjustments, which are of a normal recurring nature, to present fairly Dole’s financial position, results of operations and cash flows. Dole’s consolidated financial statements include the accounts of majority-owned subsidiaries over which Dole exercises control, entities that are not majority-owned but require consolidation, because Dole has the ability to exercise control over operating and financial policies or has the power to direct the activities that most significantly impact the entities’ economic performance, and all variable interest entities (“VIEs”) for which Dole is the primary beneficiary. Total Produce is the accounting acquirer of Legacy Dole, and as such, all Dole plc operating results prior to the Merger are only reflective of Total Produce, which included Total Produce’s 45.0% share of Legacy Dole’s net income included within equity method earnings in the consolidated statements of operations. Intercompany accounts and transactions have been eliminated in consolidation. The results of consolidated entities are included from the effective date of control or, in the case of VIEs, from the date that Dole becomes the primary beneficiary. The results of subsidiaries sold or otherwise deconsolidated are excluded from consolidated results as of the date that Dole ceases to control the subsidiary or, in the case of VIEs, when Dole ceases to be the primary beneficiary. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes. Estimates and assumptions include, but are not limited to, the areas of customer and grower receivables, inventories, impairment of assets, useful lives of property, plant and equipment, intangible assets, income taxes, self-insurance reserves, retirement benefits, business combinations, financial instruments and contingencies. Actual results could differ from these estimates and assumptions. In the year ended December 31, 2021, the Company reclassified $15.5 million of pension activity from retained earnings to other comprehensive income (loss) to correct the presentation of pension and other post retirement benefits within accumulated other comprehensive loss. The change did not have an impact to Dole’s results of operations, financial condition or cash flows. Summary of Significant Accounting Policies Revenue Recognition: Revenue is recognized when a performance obligation is satisfied as control of a good or service is transferred to a customer in the amount expected to be entitled at transfer. For each customer contract, the performance obligations are identified, the transaction price is allocated to the individual performance obligations, and revenue is recognized when these performance obligations are fulfilled and control of the good or service is transferred to the customer. The transfer of control of a good or service to customers is based on written sales terms that allow customers right of return when the good or service does not meet certain quality factors. Revenue consists primarily of product revenue, which includes the sale of fresh produce, health foods and consumer goods to third-party customers. Fresh produce comprises two main product categories for fruit, tropical fruit and diversified produce, and two main product categories for vegetables, value-added vegetables and fresh-packed vegetables. Tropical fruit primarily consists of bananas and pineapples, and diversified produce primarily consists of all other fruit, including berries, deciduous fruit and other fresh fruit whose growing and selling cycles are different than those of the Company’s pineapples and bananas. Value-added vegetables primarily include packaged salads and meal kits, and fresh-packed vegetables include other vegetables, such as iceberg, romaine, leaf lettuces and celery. Product revenue also includes surcharges for additional product services such as freight, cooling, warehousing, fuel, containerization, handling and palletization related to the transfer of products. Additionally, the Company has certain marketing contracts where Dole is the principal, and the related product revenue and cost of sales are reported on a gross basis. Product revenue is recognized at a point in time when control of the goods has been transferred to the customer, which can be upon shipping or delivery, depending on the terms of sale. Revenue also includes service revenue, which includes management fees, third-party freight and royalties for the use of Company brands and trademarks. Additionally, the Company maintains a commercial cargo business where revenue is earned by providing handling and transportation services of containerized cargo on Company vessels. Net service revenue was less than 10% of total revenue for the years ended December 31, 2022, December 31, 2021 and December 31, 2020. See Note 5 “Revenue” for additional detail of the Company’s revenue by product and channel. Dole’s incremental costs of obtaining a contract have primarily consisted of sales commissions, and the Company has elected the practical expedient to expense these costs that are related to contracts that are less than one year. These costs are included in selling, marketing and general and administrative expenses in the consolidated statements of operations. If these costs relate to contracts that are greater than one year, the incremental costs are capitalized as a contract asset and amortized over the period from which the contract is obtained until the performance obligations are met. Dole’s contracts are generally less than one year, and incremental costs of obtaining a contract are not material. The Company treats shipping and handling costs that occur after the customer obtains control of the good as a fulfillment cost rather than a service performance obligation. Additionally, Dole has elected the practical expedient to exclude sales and other taxes imposed by government authorities on revenue-producing transactions from the transaction price. The period between the transfer of a promised good or service to a customer and customer payment is expected to be less than one year and, as such, Dole has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component. Revenue is recorded net of any sales allowances, sales promotions and sales incentives. Sales allowances are calculated based on historical claims information. Dole offers sales promotions and sales incentives to its customers (resellers) and to its consumers. Sales promotions are temporary price reductions on third-party sales, and sales incentives include consumer coupons and discounts, volume and timing rebates and product placement fees. Estimated sales discounts are recorded in the period in which the related sale is recognized. Volume rebates are recognized in the period of sale as a reduction of revenue based on Dole’s estimate of sales volume over the term of the arrangement. All other sales incentives are estimated using both historical trends and current volumes and assumptions. The Company also enters cooperative advertising arrangements in which Dole refunds a retailer for a portion of the costs incurred to advertise Dole’s products. The value of these arrangements is treated as a reduction of revenue, unless the arrangement is in exchange for a distinct good or service, in which case, these amounts are recorded in selling, marketing and general and administrative expenses in the consolidated statements of operations. Adjustments to sales estimates are made periodically as new information becomes available and actual sales volumes become known. Adjustments to these estimates have historically not been significant to Dole. Cost of Sales: Cost of sales primarily consists of costs associated with the production or purchasing of inventory, packaging materials, labor, depreciation, overhead, transportation and other distribution costs. Cost of sales also includes recurring agricultural costs and shipping and handling costs, which are detailed below. Agricultural Costs: Plant costs, including seeds, trees, vines and stems, and preproduction costs, including land preparation, pre-planting and planting costs, are generally capitalized into inventory and charged to cost of sales when the related crop is harvested and sold, with the exception of pineapples, in which the costs are expensed as incurred. Certain plant and preproduction costs are capitalized to property, plant and equipment, depending on the crop, and charged to cost of sales over their life. All land development costs, including farm and soil improvements, are capitalized to property, plant and equipment. The useful lives for plant, preproduction and land development costs capitalized to property, plant and equipment are 2 to 25 years and are based on historical yields, climate and weather conditions and likelihood of disease and pest interference. Recurring agricultural costs after the preproduction period, including ongoing pruning, fertilization, watering and farm labor, are generally capitalized into inventory and charged to cost of sales when the related crop is harvested and sold, with the exception of pineapples and bananas, in which the costs are expensed as incurred, due to the continuous nature of production and associated costs incurred throughout the year. As a result of the Acquisition, certain Legacy Dole pineapple and banana costs were recognized into inventory and property, plant and equipment at fair value to reflect the biological transformation of these crops. The fair value uplift related to these crops was reversed and recognized to cost of sales on a straight-line basis over their remaining growth and harvest cycle, which was complete as of December 31, 2022 . See Note 4 “Business Combinations and Transactions” for further detail. Shipping and Handling Costs: Amounts billed to third-party customers for shipping and handling are included as a component of revenue. Shipping and handling costs incurred are included as a component of cost of sales and represent fulfillment costs incurred by Dole to ship products from the sourcing location to the end customer and are not considered separate performance obligations. Value-Added Taxes: Value-added taxes that are collected from customers and remitted to taxing authorities are excluded from revenue and cost of sales. Receivables related to value-added taxes are included within other receivables, net, and other assets in the consolidated balance sheets, depending on the expected timing of collection. Payables related to value-added taxes are included within payroll and other tax in the consolidated balance sheets. Marketing and Advertising Costs: Marketing and advertising costs, which include media, production and other promotional costs, are generally expensed in the period in which the marketing or advertising first takes place. Marketing and advertising costs, i ncluded in selling, marketing and general and administrative expenses in the consolidated statements of operations, amounte d to $19.3 million, $ 10.6 million and $5.3 million for the years ended December 31, 2022, December 31, 2021 and December 31, 2020, respectively. Research and Development Costs: R esearch and development costs are expensed as incurred and are included in cost of sales or selling, marketing and gen eral and administrative expenses in the consolidated statements of operations, based on the nature of the project. Research and development costs amounted to $10.8 million and $5.8 million for th e years ended December 31, 2022 and December 31, 2021, respectively. Research and development costs were not material for the year ended December 31, 2020. Restructuring Costs: Restructuring costs are expensed as incurred and included in cost of sales or selling, marketing, general and administrative expenses in the consolidated statements of operations, based on the nature of the cost. Restructuring charge s were not material for the years ended December 31, 2022, December 31, 2021 and December 31, 2020. Merger, Transaction and Other Related Costs: Dole records and separately states merger, transaction and other related costs to reflect non-recurring acquisition and merger-related activities. These costs were approxima tely $30.1 million for the year ended December 31, 2021 and primarily relate to the Merger and IPO Transaction. These costs were not material for the years ended December 31, 2022 and December 31, 2020. Gain on Asset Sales: Gain on asset sales primarily consists of gains and losses incurred through the disposal of assets held-for-sale and actively marketed property and other property disposed in the ordinary course of business. During the year ended December 31, 2022, gains on asset sales were $11.6 million and primarily relate to disposal of assets held-for-sale and actively marketed property. During the years ended December 31, 2021 and December 31, 2020, gains and losses on asset sales were not material. See Note 11 “Assets Held-For-Sale and Actively Marketed Property” for additional detail. Gain on Disposal of Businesses: Dole records and separately states the net gains and losses related to the disposal of businesses or subsidiaries. These disposals are the result of a business no longer meeting the strategic objective of the Company. While a divestiture may impact the operating results of the Company, the net impact of these disposals has not historically been significant. Interest Income: Interest income comprises interest earned from funds invested and other receivables, such as interest earned on grower advances, and is recognized using the effective interest method over the term of the underlying agreement. Interest Expense: Interest expense comprises interest on borrowings, amortization of discounts and issuance costs related to borrowings, interest on finance lease liabilities, fees for the sale of trade receivables, debt extinguishment costs and arrangement fees for borrowings. Income Taxes: Dole accounts for deferred taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amount and the tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce deferred tax assets to the amount for which it is deemed more likely than not that future taxable income will not be sufficient to realize the related income tax benefits from these assets. The Company recognizes the benefit of a tax position only to the extent that it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that is recognized is the largest amount that is greater than 50.0% likely of being realized upon settlement. Income tax expense includes the effects of any resulting tax reserves or unrecognized tax benefits that are considered appropriate, as well as related net interest and penalties. In respect to undistributed earnings for foreign subsidiaries where those earnings are considered to be either indefinitely reinvested or could be distributed tax free, no deferred tax liability has been provided thereon. The Company releases income tax effects from accumulated other comprehensive loss as individual items in accumulated other comprehensive loss are settled or otherwise disposed. Discontinued Operations : The disposal or held-for-sale designation of a component or a g roup of components is presented as discontinued operations when it represents a strategic shift that had, or will have, a major effect on Dole’s operations and financial results. A component of an entity comprises operations and cash flows that can be clearly distinguished both operationally and for financial reporting purposes. There was no income or loss from discontinued operations for the years ended December 31, 2022, December 31, 2021 and December 31, 2020. Earnings (loss) per share (“EPS”): Basic earnings (loss) per share is calculated by dividing the net income or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period, excluding any shares purchased by the Company and held as treasury shares. Diluted earnings (loss) per share is calculated by dividing the net income or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding, after the adjustment for the effects of potentially issuable shares, such as restricted stock units and stock options with a dilutive effect. Operating and Reportable Segments: Operating segments, defined as components of the Company that engage in business activities from which they earn revenue and incur expenses, are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”). The CODM, who is responsible for assessing performance and allocating resources amongst operating segments, is defined as the Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”). Dole has the following operating and reportable segments: Fresh Fruit, Diversified Fresh Produce – Europe, the Middle East and Africa (“Diversified Fresh Produce – EMEA”), Diversified Fresh Produce – Americas and the Rest of the World (“Diversified Fresh Produce – Americas & ROW”) and Fresh Vegetables. See further detail on operating and reportable segments in Note 6 “Segments”. Cash and Cash Equivalents: Cash and cash equivalents consist of cash on hand and highly liquid investments, primarily money market funds and time deposits, with original maturities of three months or less. Whenever outstanding checks exceed cash balances, the balance of the book overdraft is reclassified to accounts payable in the consolidated balance sheets, and changes in book overdraft balances are presented within operating activities within the consolidated statements of cash flows. Short-Term and Long-Term Investments: Dole sponsors various non-qualified benefit and executive compensation plans, with plan assets held in Rabbi Trusts. Short-term investments include the portion of the Rabbi Trust securities portfolio that approximates the short-term liability of the frozen non-qualified Supplemental Executive Retirement Plan (“SERP”) defined benefit plan and the total liability of the non-qualified deferred compensation Excess Savings Plan (“ESP”). Long-term investments include the portion of the Rabbi Trust securities portfolio that will be used to fund a portion of the long-term liability of the SERP plan. Securities are recorded at fair value with realized and unrealized gains and losses included in earnings. Dole estimates the fair value of its investments using prices provided by its custodian. See Note 18 “Fair Value Measurements” for further detail on fair value disclosures. Trade Receivables: Trade receivables are recognized net of allowances, which approximates fair value. Credit risk related to trade receivables is mitigated due to the large number of customers dispersed worldwide. To reduce credit risk, Dole performs periodic credit evaluations of its customers but does not generally require advance payments or collateral. Expected credit losses for newly recognized trade receivables, as well as changes to existing expected credit losses during the period, are recognized in selling, marketing, general and administrative expenses in the consolidated statements of operatio ns. Refer to Note 8 “Receivables and Allowances for Credit Losses” for further detail on how the Company estimates these credit losses. No individual customer accounted for more than 10.0% of Dole’s revenue during the years ended December 31, 2022, December 31, 2021 and December 31, 2020, nor accounted for greater than 10.0% of Dole’s account receivables as of December 31, 2022 and December 31, 2021. Dole regularly sells a portion of its trade receivables under arrangements with third-party financial institutions. The Company accounts for the transfers of trade receivables as sales when it has surrendered control, at which point the receivables are derecognized. Determining when control has transferred requires evaluation of the nature and extent of the Company’s involvement with the transferred receivables as well as consideration of certain legal and other factors. See Note 8 “Receivables and Allowances for Credit Losses” for further detail. Grower Advances: Dole makes advances to third-party growers for various farming needs. Some of these advances are secured with crop harvests or other collateral owned by the growers. Dole monitors these receivables on a regular basis and estimates expected credit losses for all outstanding grower advances to determine if a related impairment loss and allowance should be recognized. These expected credit losses are evaluated on a case-by-case basis and are based on historical credit loss information, among other quantitative and qualitative factors. Grower advances are stated at the gross advance amount less allowances for expected credit losses. Grower advances are disaggregated into short-term advances that mature in one year or less, which are included within grower advance receivables, net, in the consolidated balance sheets and long-term advances that are included in other assets in the consolidated balance sheets. See Note 8 “Receivables and Allowances for Credit Losses” for further detail on grower advances. Other Receivables: Other receivables consists primarily of receivables from governmental institutions, hedging receivables and miscellaneous non-trade receivables. These receivables are recorded net of allowances established based on specific account data and factors such as historical losses, current economic conditions, age of receivables, the value of any collateral and payment status compared to payment terms. Receivables are written off against the allowance once management determines the receivable is uncollectible. See Note 8 “Receivables and Allowances for Credit Losses” for further detail on other receivables. Concentration of Credit Risk: Financial instruments that potentially subject Dole to a concentration of credit risk principally consist of cash equivalents, investments, derivative contracts and grower advances. Credit risk related to trade receivables is mitigated through the Company’s large customer base and periodic credit valuations. Dole’s cash and investments are maintained with high quality financial institutions. Dole’s derivative contracts, which are discussed in greater detail below, are with major financial institutions. Dole’s grower advances are principally with farming enterprises and are generally secured by the underlying crop harvests or other collateral. Inventories: Inventories are valued at the lower of cost or net realizable value. Costs related to fresh produce are determined on the first-in, first-out basis. Specific identification and average cost methods are also used primarily for certain packing materials and operating supplies. In the normal course of business, the Company incurs certain crop growing costs such as land preparation, planting, fertilization, grafting, pruning and irrigation. Based on the nature of these costs and type of crop production, these costs may be capitalized into inventory. Generally, all recurring direct and indirect costs of growing crops for fresh produce other than bananas and pineapples are capitalized into inventory. These costs are recognized into cost of sales during each harvest period. Due to the nature of the Company’s inventory, reserves for excess production and obsolescence are not significant. Details of inventory in the consolidated balance sheets as of December 31, 2022 and December 31, 2021 were as follows: December 31, 2022 December 31, 2021 (U.S. Dollars in thousands) Finished products $ 217,522 $ 233,666 Raw materials and work in progress 124,114 89,312 Crop growing costs 41,832 40,671 Agricultural and other operating supplies 53,410 47,088 Inventories, net of allowances $ 436,878 $ 410,737 Physical goods that have completed production and are held-for-sale in the ordinary course of business are classified as finished products. Inventories classified as raw materials represent goods that will be consumed in production, such as fresh fruit or vegetables to be modified from their original form and those awaiting packaging, as well as items such as consumer packing, labels and pallets. Goods that are in the course of production are classified as work in progress. Inventories classified as crop growing costs include costs incurred up to the time crops are produced in commercial quan tities. In additi on, agricultural and other operating supplies that are consumed indirectly in production, such as ripening agents, fertilizer and fuel, are also capitalized into inventory. Assets Held-for-Sale and Actively Marketed Property: Dole reports a business or assets as held-for-sale when management has approved or received approval to sell the business or assets and is committed to a formal plan, the business or assets are available for immediate sale, the business or assets are being actively marketed, the sale is anticipated to occur during the ensuing year and the other specified criteria for held-for-sale classification are met. In certain situations when timing of the sale of land is uncertain and held-for-sale criteria are not met, Dole classifies such assets as actively marketed property. A business or assets classified as held-for-sale or land classified as actively marketed property are recorded at the lower of their carrying amount or estimated fair value less cost to sell. If their carrying amount exceeds their estimated fair value, a loss is recognized. Depreciation is not recorded on assets classified as held-for-sale or on land improvements associated with actively marketed property. Assets and liabilities related to a business classified as held-for-sale and actively marketed property are segregated in the consolidated balance sheets, and major classes are separately disclosed in the notes to the consolidated financial statements, commencing in the period in which the business or assets are classified as held-for-sale or actively marketed. See Note 11 “Assets Held-For-Sale and Actively Marketed Property” for additional detail. Investments in Unconsolidated Affiliates: Investments in unconsolidated affiliates and joint ventures with ownership by Dole of 20% to 50% are recorded using the equity method, provided Dole has the ability to exercise significant influence. In addition, entities in which the Company has variable interests are also recorded using the equity method when it is determined that the Company is not the primary beneficiary in the relationship but has the ability to exercise significant influence. Under the equity method of accounting, a share of earnings and losses based on Dole’s ownership percentage in the investment is recorded in earnings each period. Unrealized gains and losses arising from transactions with equity method investments are eliminated to the extent of the Company’s interest in the equity. All material equity method investments have the same fiscal year-end or a fiscal year-end within three months of the Company’s year-end. In the case of the latter, appropriate adjustments are made for the effects of significant transactions or events that occur between that date and the date of Dole’s consolidated financial statements. Where appropriate, the accounting policies of equity method investments have been adjusted to ensure consistency with the policies adopted by Dole. All other unconsolidated investments where we do not have the ability to exercise significant influence are recorded at cost less impairment, adjusted for any observable price changes, as their fair value is not readily determinable. As of December 31, 2022 and December 31, 2021, substantially all of Dole’s investments in unconsolidated affiliates have been accounted for under the equity method. Dole evaluates its equity method investments and investments held at cost for impairment when facts and circumstances indicate that the carrying value of such investments may not be recoverable. Dole reviews several factors to determine whether the loss is other than temporary, such as the length and extent of the fair value decline, the financial condition and near-term prospects of the investee and whether Dole has the intent to sell or will be required to sell before the investment’s anticipated recovery. If a decline in fair value is determined to be other than temporary, an impairment charge is recorded in the consolidated statements of operations. Property, Plant and Equipment: Property, plant and equipment is stated at cost plus any asset retirement costs, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of these assets. Dole reviews long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows directly associated with the asset are compared to the asset’s carrying amount. If this comparison indicates that there is an impairment, the amount of the impairment is calculated by comparing the carrying value to discounted expected future cash flows or comparable market values, depending on the nature of the asset group. Routine maintenance and repairs are expensed as incurred. For the year ended December 31, 2022, Dole recognized an impairment loss of approximately $0.4 million for a property in the Diversified Fresh Produce – EMEA segment, where an internal analysis of the property indicated that its carrying amount exceeded its fair value. Dole did not recognize any impairment charges for property, plant and equipment for the year ended and December 31, 2021. In the year ended December 31, 2020, Dole recognized an impairment loss of approximately $1.2 million related to three properties in the Diversified Fresh Produce – EMEA segment, where an analysis based on quoted market prices indicated that their carrying amount exceeded their fair value. See Note 12 “Property, Plant and Equipment” for additional detail on the major classes of property, plant and equipment and their respective useful lives. Dry-Docking Costs: Dole incurs costs for planned major maintenance activities related to its vessels during regularly scheduled dry dockings that occur approximately every 2 to 7 years, depending on the age of the vessel. Costs incurred during the dry-docking period, such as overhaul costs, are capitalized and amortized to the next overhaul. Costs incurred during the dry-docking period relating to routine repairs and maintenance are expensed as incurred and included in cost of sales in the consolidated statements of operations. Leases: Dole leases fixed assets for use in operations where leasing offers advantages of operating flexibility and is less expensive than alternative types of funding. Dole also leases land in countries where land ownership by foreign entities is restricted or where purchasing is not a viable option. Dole’s leases are evaluated at inception or at any subsequent modification and, depending on the lease terms, are classified as either finance or operating leases. For leases with terms greater than one year, the Company recognizes a related asset (“right-of-use asset”) and obligation (“lease lia |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | NEW ACCOUNTING PRONOUNCEMENTS New Accounting Pronouncements Adopted ASU 2020-04, ASU 2021-01, and ASU 2022-06 – Reference Rate Reform (Topic 848) In March 2020, the FASB issued ASU 2020-04, Reference rate reform (Topic 848) – Facilitation of the effects of reference rate reform on financial reporting . The amendments in this update provide optional expedients and exceptions related to accounting for transactions affected by reference rate reform. The amendments only apply if certain criteria are met. The amendments in this update apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. In January 2021, the FASB issued ASU 2021-01, Reference rate reform (Topic 848) – Scope . The amendments in this update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivative instruments that use an interest rate for margining, discounting or contract price alignment that is modified as a result of reference rate reform. Amendments in this update also capture the incremental consequences of the scope clarification and tailor the existing guidance to derivative instruments affected by the discounting transition. In December 2022, the FASB issued ASU 2022-06, Reference rate reform (Topic 848) – Deferral of the Sunset Date of Topic 848 . The amendments in this update defer the sunset date of the Topic 848 relief guidance from December 31, 2022 to December 31, 2024 to accommodate for the delayed cessation of LIBOR. These amendments are elective and are effective upon issuance for all entities. Topic 848 will be available through December 31, 2024. Dole has LIBOR-based borrowings and interest rate swaps that reference LIBOR. The Company has not yet modified any material contracts due to reference rate reform. Dole has adopted certain elections under this guidance related to the assessment of hedge effectiveness of its LIBOR-based interest rate swaps. These elections include asserting the hedged forecasted transactions remain probable and assuming the reference rate will not be replaced for the remainder of the hedging relationships, regardless of expected contract term modifications due to reference rate reform. These elections allow the Company to apply hedge accounting to its LIBOR-based interest rate swaps, and there is no impact to Dole’s financial condition, results of operations, cash flows and related disclosures. The Company may adopt additional elections under this new guidance as its contracts referencing LIBOR are modified to reference other rates. New Accounting Pronouncements Not Yet Adopted The Company considered all new accounting pronouncements not yet adopted and determined they are not expected to have a material impact. |
BUSINESS COMBINATIONS AND TRANS
BUSINESS COMBINATIONS AND TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS AND TRANSACTIONS | BUSINESS COMBINATIONS AND TRANSACTIONS On July 29, 2021, the Merger was completed between Total Produce and Legacy Dole and on July 30, 2021, the newly created entity, Dole plc, consummated its IPO on the NYSE under the ticker symbol “DOLE”. On February 1, 2018, Total Produce entered into a Securities Purchase Agreement with the C&C Parties to purchase 45.0% of Legacy Dole for $300.0 million (“Original Transaction”) with options to acquire the remaining 55.0% in future years. The Original Transaction closed on July 31, 2018, and Total Produce accounted for its investment in Legacy Dole under the equity method of accounting until the Merger and IPO Transaction. On July 29, 2021, the Merger between Total Produce and Legacy Dole occurred in the following manner: (i) shares in Total Produce were exchanged for shares in Dole plc through a scheme of arrangement at a fixed exchange ratio, and (ii) Legacy Dole merged with a subsidiary of Dole plc via a reverse triangular merger. Through the Merger, Total Produce shareholders and C&C Parties received 82.5% and 17.5%, respectively, of the shares in Dole plc outstanding immediately prior to the IPO Transaction. As a result of the Merger, Total Produce acquired the remaining 55.0% of Legacy Dole in exchange for stock consideration along with the forgiveness of certain indemnities and loans owed by C&C Parties. Total consideration was calculated as $576.2 million and is inclusive of an implied equity value for Legacy Dole based on the IPO price of $16.00, after considering the forgiveness of certain indemnities and loans owed by C&C Parties. Through the IPO Transaction, the Company incurred underwriting fees and other issuance costs of $29.6 million, which were recorded in equity as a reduction of gross proceeds. For the year ended December 31, 2021, the Company also incurred other Merger and IPO costs of $30.1 million, which are recorded in merger, transaction and other related costs in the consolidated statements of operations. At the time of the Merger, Total Produce’s investment in Legacy Dole was approximately $259.0 million. Based on the implied equity value of the stock consideration for the existing 45.0% equity interest, the Company recognized an impairment loss of $122.9 million. The Company also recognized a gain on the settlement of preexisting contractual arrangements of $93.0 million. The net loss on Legacy Dole arising from the step-up acquisition was $4.0 million, after considering the impairment, offset by the gain on the preexisting contractual arrangements and other items. The net loss was included in equity method earnings in the consolidated statements of operations. See Note 23 “Investments in Unconsolidated Affiliates” for additional detail on the calculation of the net loss on Legacy Dole arising from the step-up acquisition. Purchase Price Allocation The purchase price of Legacy Dole exceeded the fair value of the identifiable net assets and, accordingly, $273.3 million was allocated to goodwill, none of which is tax deductible. The goodwill arising from the Acquisition consists largely of th e synergies and economies of scale expected from combining the operations of Total Produce and Legacy Dole. The goodwill has been assigned to the Fresh Fruit operating segment. The Company also acquired $310.7 million of intangible assets which primarily relate to the indefinite-lived DOLE brand of $306.3 million. See Note 13 “Goodwill and Intangible Assets” for further detail. The components of the purchase price were as follows: Amount (U.S. Dollars in thousands) Equity instruments $ 576,186 Cash acquired (108,973) Net intercompany payable to Legacy Dole at acquisition (6,900) Net consideration $ 460,313 The purchase price was allocated to the assets and liabilities acquired in the Acquisition as follows: December 31, 2021 Measurement Period Adjustments December 31, 2022 (U.S. Dollars in thousands) Current assets, less inventory and cash acquired $ 611,526 $ 6,026 $ 617,552 Inventory 257,201 (222) 256,979 Property, plant and equipment 1,265,303 (2,389) 1,262,914 Intangible assets 310,659 — 310,659 Other assets 427,153 (3,298) 423,855 Goodwill 274,048 (774) 273,274 Current liabilities, less current portion of debt (662,590) (1,874) (664,464) Debt (1,392,176) (167) (1,392,343) Other liabilities (621,193) 2,698 (618,495) 469,931 — 469,931 Noncontrolling interests assumed (9,618) — (9,618) $ 460,313 $ — $ 460,313 The fair value of acquired identifiable assets and liabilities is final, as the measurement period ended on July 29, 2022. The incremental impact to the consolidated statements of operations due to changes in the provisional values during the measurement period was not material for the year ended December 31, 2022. Other assets include long-term investments, investments in unconsolidated affiliates, actively marketed property, operating lease right-of-use assets, deferred tax assets and other long-term assets. Other liabilities includes long-term operating lease liabilities, deferred tax liabilities, long-term pension and postretirement benefits, and other long-term liabilities. Included within inventory above is $35.2 million of previously uncapitalized pineapple and banana costs that were recognized to reflect the biological transformation of these crops. The fair value uplift related to these crops was reversed and recognized to cost of sales on a straight-line basis over the remaining growth and harvest cycle, which was complete as of December 31, 2021. The total incremental charg e to cost of sales related to this uplift was $35.2 million for the year ended December 31, 2021 . Included within property, plant and equipment is $68.1 million of previously uncapitalized pineapple costs that were recognized to reflect the value associated with the pineapple bearer plant. The fair value uplift related to these bearer plants was reversed and recognized to cost of sales on a straight-line basis over the life of these plants, which was complete as of December 31, 2022. The total incremental charge to cost of sales related to this uplift was $39.7 million and $28.4 million for the years ended December 31, 2022 and December 31, 2021, respectively. The Company also incurred $1.4 million of charges to cost of sales in the year ended December 31, 2022 related to the fair value of other pineapple bearer plants acquired and $2.3 million in the year ended December 31, 2021 related to the fair value of finished goods, other inventory and other pineapple bearer plants acquired. The following tables represent (1) the amount of Legacy Dole’s revenue, excluding sales with Total Produce entities, and earnings included in the consolidated statements of operations included herein, which, for the year ended December 31, 2021, only includes Legacy Dole results from the Acquisition Date; and (2) the pro forma revenue and earnings, including material and nonrecurring pro forma adjustments, of the combined company assuming the Acquisition Date was January 1, 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Actual (Legacy Dole): (U.S. Dollars in thousands) Revenue $ 4,848,985 $ 1,915,458 $ — Net income (loss) attributable to Legacy Dole 71,755 (80,604) — Year Ended December 31, 2021 December 31, 2020 Pro forma (total Dole plc): (U.S. Dollars in thousands) Revenue $ 9,285,672 $ 8,969,405 Net income attributable to Dole plc 151,651 8,567 Material and nonrecurring pro forma adjustments: Elimination of intercompany revenue $ (72,389) $ (48,533) Incremental charges on biological assets and inventory and depreciation impact — (98,162) Merger & IPO costs — (30,876) Net impact of interest, net of tax — 29,653 Removal of equity method earnings of Legacy Dole investment, net of tax (24,396) (19,134) Other Acquisitions and Divestitures The Company normally engages in acquisitions to grow its business and product offerings. The majority of acquisitions represent an increase of an existing ownership percentage to obtain control of entities previously accounted for under the equity method. See Note 23 “Investments in Unconsolidated Affiliates” for additional detail on acquisitions and divestitures related to investments in unconsolidated affiliates. In the year ended December 31, 2022, the Company acquired additional ownership interests in a subsidiary. Aggregate purchase consideration and net assets acquired were not material, and total goodwill acquired was $1.2 million. See Note 13 “Goodwill and Intangible Assets.” Additionally, in the year ended December 31, 2022, the Company disposed of a subsidiary. Aggregate consideration received and net assets disposed were not material, and there was a gain on the disposal of $0.2 million. There were no other material acquisitions, aside from those described in Note 23 “Investments in Unconsolidated Affiliates,” in the years ended December 31, 2021 and December 31, 2020. In the year ended December 31, 2021, the Company divested of two subsidiaries. Aggregate consideration received, net assets disposed and the net gain recognized for these divestitures were not material. There were no divestitures for the year ended December 31, 2020. See Note 26 “Subsequent Events” for details of the pending divestiture of the fresh vegetables division. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE The following table presents the Company's disaggregated revenue by similar types of products and services for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) Diversified produce $ 5,026,573 $ 4,730,080 $ 4,221,899 Tropical fruit 2,580,192 982,652 — Fresh-packed vegetables 295,677 120,648 — Value-added salads 945,185 400,747 — Health foods and consumer goods 122,733 136,149 124,040 Commercial cargo 194,308 78,489 — Other 64,185 5,637 — Total revenue, net $ 9,228,853 $ 6,454,402 $ 4,345,939 The following table presents the Company's disaggregated revenue by channel for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Third party revenue: (U.S. Dollars in thousands) Retail $ 5,529,634 $ 3,970,101 $ 2,668,454 Wholesale 2,880,233 1,913,961 1,252,547 Food service 491,446 365,931 311,317 Commercial cargo 194,308 78,489 — Other 9,148 5,149 — Revenue from sales to equity method investments 124,084 120,771 113,621 Total revenue, net $ 9,228,853 $ 6,454,402 $ 4,345,939 |
SEGMENTS
SEGMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS Following the Merger, Dole has the following four reportable segments, which align with the manner in which the business is managed: Fresh Fruit, Diversified Fresh Produce – EMEA, Diversified Fresh Produce – Americas & ROW and Fresh Vegetables. The Company’s reportable segments are based on (i) financial information reviewed by the CODM, (ii) internal management and related reporting structures and (iii) the basis upon which the CODM assesses performance and allocates resources. Fresh Fruit: The Fresh Fruit reportable segment primarily sells bananas and pineapples which are sourced from local growers or Dole-owned and leased farms, predominately located in Latin America, and sold throughout North America, Europe, Latin America and Asia. This segment also operates a commercial cargo business, which offers available capacity to transport third party cargo on company-owned vessels that are primarily used internally for transporting bananas and pineapples between Latin America, North America and Europe. Diversified Fresh Produce – EMEA: The Diversified Fresh Produce – EMEA reportable segment includes Dole’s Irish, Dutch, Spanish, Portuguese, French, Italian, U.K., Swedish, Danish, South African, Eastern European and Brazilian businesses, the majority of which sell a variety of imported and local fresh fruits and vegetables through retail, wholesale and, in some instances, food service channels across the European marketplace. Diversified Fresh Produce – Americas & ROW: The Diversified Fresh Produce – Americas & ROW reportable segment includes Dole’s U.S., Canadian, Chilean, Peruvian, Argentinian and Indian businesses, all of which market globally and locally-sourced fresh produce from third-party growers or Dole-owned farms through retail, wholesale and food service channels globally. Fresh Vegetables: The Fresh Vegetables reportable segment includes operations related to the sale of value-added salads, which include salad and meal kits, and fresh-packed vegetables, which include produce such as iceberg, romaine, leaf lettuces and celery. These products are sourced from North America, and substantially all revenue is generated in North America. Prior to the acquisition of Legacy Dole, Total Produce considered its 45.0% share in Legacy Dole to be a reportable segment. As such, operating results prior to the Acquisition Date related to Total Produce’s share in Legacy Dole are separately reported. Segment performance is evaluated based on a variety of factors, of which revenue and adjusted earnings before interest expense, income taxes and depreciation and amortization (“ Adjusted EBITDA”) are the primary financial measures. All transactions between reportable segments are eliminated in consolidation. Management does not use assets by segment to evaluate performance or allocate resources. Therefore, assets by segment are not disclosed. Adjusted EBITDA is reconciled below to net income by (1) subtracting the income tax expense or adding the income tax benefit; (2) subtracting interest expense; (3) subtracting depreciation charges; (4) subtracting amortization charges; (5) subtracting mark to market losses or adding mark to market gains related to unrealized impacts from derivative instruments and foreign currency denominated borrowings, realized impacts on noncash settled foreign currency denominated borrowings, net foreign currency impacts on liquidated entities and fair value movements on contingent consideration; (6) other items which are separately stated based on materiality, which include subtracting merger, transaction and other related costs, subtracting nonrecurring incremental costs for produce recalls, adding or subtracting asset write-downs, net of insurance proceeds, adding the gain or subtracting the loss on the disposal of business interests, subtracting the incremental costs from the fair value uplift for biological assets and inventory related to the acquisition of Legacy Dole, subtracting impairment charges on property, plant and equipment, adding the fair value gain or subtracting the fair value loss on the acquisition of investments previously accounted for under the equity method, subtracting the gain or adding the loss on the sale of investments accounted for under the equity method, adding the gain or subtracting the loss on asset sales for assets held-for-sale and actively marketed property and subtracting restructuring charges and costs for legal matters not in the ordinary course of business; and (7) other adjustments from equity method investments, which includes the Company’s share of these items within equity method earnings. The following table provides revenue and Adjusted EBITDA by reportable segment: Year Ended December 31, December 31, December 31, Revenue: (U.S. Dollars in thousands) Fresh Fruit $ 3,047,149 $ 1,133,038 $ — Diversified Fresh Produce – EMEA 3,152,561 3,383,009 3,119,746 Diversified Fresh Produce – Americas & ROW 1,965,667 1,465,025 1,226,193 Fresh Vegetables 1,205,902 510,687 — Total segment revenue 9,371,279 6,491,759 4,345,939 Intersegment revenue (142,426) (37,357) — Total consolidated revenue, net $ 9,228,853 $ 6,454,402 $ 4,345,939 Segment Adjusted EBITDA: Fresh Fruit $ 212,175 $ 26,965 $ — Diversified Fresh Produce – EMEA 114,718 128,098 105,089 Diversified Fresh Produce – Americas & ROW 44,277 41,737 32,335 Fresh Vegetables (33,446) (27) — Legacy Dole — 93,353 114,117 Adjustments: Income tax benefit (expense) 34,059 13,333 (18,130) Interest expense (61,485) (27,030) (10,523) Depreciation (120,104) (61,551) (24,634) Amortization of intangible assets (10,893) (11,404) (11,548) Merger, transaction and other related costs — (30,072) (396) Mark to market (losses) gains (3,049) 3,160 (1,152) Gain on asset sales 10,316 — — Impairment of property, plant and equipment (397) — (1,210) Produce recalls (15,809) (17,649) — Incremental charges on biological assets and inventory related to acquisition of Legacy Dole (41,145) (65,916) — Other items 627 959 — Items in equity method earnings: Dole’s share of depreciation (8,072) (30,390) (45,135) Dole’s share of amortization (2,542) (3,218) (2,895) Dole’s share of income tax expense (5,623) (27,297) (22,329) Dole’s share of interest expense (1,731) (18,282) (34,631) Dole’s share of other items (186) 2,039 (7,706) Net income $ 111,690 $ 16,808 $ 71,252 Country of Domicile and Geographic Disclosures The Company is headquartered and domiciled in Ireland. Revenue by geographic location based on the end customer for the years ended December 31, 2022, December 31, 2021 and December 31, 2020 was as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) United States $ 4,402,474 $ 2,313,358 $ 1,072,472 U.K. 782,497 796,474 687,760 Spain 615,417 637,123 592,306 Sweden 574,682 613,911 549,447 Ireland 394,981 416,410 404,482 Other 2,458,802 1,677,126 1,039,472 Total revenue, net $ 9,228,853 $ 6,454,402 $ 4,345,939 Long-lived assets are comprised of property, plant and equipment, net. Long-lived assets by geographic location as of December 31, 2022 and December 31, 2021 were as follows: Year Ended December 31, 2022 December 31, 2021 (U.S. Dollars in thousands) United States $ 382,883 $ 395,437 Costa Rica 261,793 296,987 Vessels and containers on-the-water or in-transit 207,621 234,959 Honduras 108,993 117,419 Chile 94,150 88,482 Ecuador 85,200 88,011 U.K. 35,256 36,995 Czech Republic 30,913 32,636 Sweden 28,189 30,793 Denmark 24,266 26,578 Spain 24,089 24,993 Ireland 23,174 23,523 Other 36,780 34,037 Total long-lived assets $ 1,343,307 $ 1,430,850 |
OTHER INCOME (EXPENSE), NET
OTHER INCOME (EXPENSE), NET | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME (EXPENSE), NET | OTHER INCOME (EXPENSE), NET Included in other income (expense), net, in Dole’s consolidated statements of operations were the follow ing items: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) Rental income $ 11,727 $ 5,202 $ 2,708 Unrealized gain on foreign currency denominated borrowings 4,276 5,453 — Unrealized gain on fair value hedges 469 — — Non-cash realized gain on foreign currency denominated borrowings 1,029 — — Loss on investments (3,835) (286) — Non-service components of net periodic pension benefit (cost) 1,573 176 (2,169) Gain (loss) on contingent consideration 14 (1,036) (519) Other (3,931) (851) (139) Other income (expense), net $ 11,322 $ 8,658 $ (119) |
RECEIVABLES AND ALLOWANCES FOR
RECEIVABLES AND ALLOWANCES FOR CREDIT LOSSES | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
RECEIVABLES AND ALLOWANCES FOR CREDIT LOSSES | RECEIVABLES AND ALLOWANCES FOR CREDIT LOSSES Trade Receivables Trade receivables as of December 31, 2022 and December 31, 2021 were $605.2 million and $719.1 million, net of allowances for credit losses of $19.1 million and $22.1 million, respectively. Trade receivables are also recorded net of a llowances for sales deductions under the scope of ASC 606, Revenue from Contracts with Customers. As a result of Dole’s robust credit monitoring practices, the industry in which it operates and the nature of its customer base, the credit losses associated with trade receivables have historically not been significant in comparison to net revenue. The allowance for credit losses on trade receivables is measured on a collective pool basis, when the Company believes similar risk characteristics exist among customers. Trade receivables that do not share similar risk characteristics are evaluated on a case-by-case basis. Dole estimates expected credit losses based on ongoing monitoring of customer credit, macroeconomic indicators and historical credit losses based on customer and geographic region. A rollforward of the allowance for credit losses for trade receivables for the years ended December 31, 2022 and December 31, 2021 was as follows: Amount (U.S. Dollars in thousands) Balance as of December 31, 2020 $ (10,122) Acquisitions (13,581) Additional provisions in the period (2,783) Recoveries of amounts previously reserved 2,114 Write-offs 1,776 Disposals 216 Balance sheet reclassifications (389) Foreign exchange impact 705 Balance as of December 31, 2021 (22,064) Additional provisions in the period (10,954) Recoveries of amounts previously reserved 7,477 Write-offs 2,969 Disposals 36 Balance sheet reclassifications 2,256 Foreign exchange impact 1,150 Balance as of December 31, 2022 $ (19,130) Dole also utilizes third-party trade receivables sales arrangements to help manage its liquidity. Under the terms of all such arrangements, the Company has transferred the rights and surrendered control of the transferred unsecured trade receivables, and as such, the transfers are accounted for as sales under ASC 860, Transfers and Servicing , and the related receivables are derecognized from the consolidated balance sheets. Certain arrangements contain recourse provisions relating to the credit losses of sold receivables in which Dole’s maximum financial loss is limited to a percentage of receivables sold under the arrangements. On May 23, 2022, Dole entered into a new three-year committed trade receivables arrangement with recourse provisions. The maximum amount of receivables that can be sold under the new arrangement at any time is $255.0 million. Upon the execution of the new arrangement and initial derecognition of sold receivables, the Company received total gross cash proceeds $206.9 million, of which $39.3 million was used to repay certain facilities that were terminated as a result of the new agreement. Total facility amounts under these recourse trade receivable arrangements were $255.0 million as of December 31, 2022. Total facility amounts under other non-recourse trade receivables arrangements were $30.0 million as of December 31, 2022 and $108.5 million as of December 31, 2021. The non-recourse facilities extend indefinitely but may be cancelled at any time by Dole or the banks. For those arrangements with recourse provisions, a recourse liability is recorded at fair value and remeasured quarterly to take into account activity during the period, as well as changes in the estimate for anticipated credit losses. Changes in the recourse liability’s value attributable to revised estimates of anticipated credit losses have been and are expected to be immaterial, as the underlying receivables are short-term and do not have a high credit risk profile. The valuation of the recourse liability falls within Level 3 of the fair value hierarchy. As of December 31, 2022, the Company had derecognized trade receivables under non-recourse facilities and facilities with recourse provisions of $11.9 million and $237.2 million, respectively. As of December 31, 2021, the Company had derecognized trade receivables under non-recourse facilities of $54.8 million. The carrying amount of the related recourse liability for the facilities with recourse provisions was $4.5 million as of December 31, 2022 and is recorded within accrued liabilities in the consolidated balance sheets. During the years ended December 31, 2022, December 31, 2021 and December 31, 2020, the Company sold a total of $2.8 billion, $1.3 billion and $1.1 billion, respectively, of trade accounts receivables under these programs in exchange for cash for the face value of the sold receivables. The fees associated with the sales of such receivables are recorded in interest expense in the consolidated statements of operations and were $5.3 million for the year ended December 31, 2022 and not material for the years ended December 31, 2021 and December 31, 2020. The Company continues to service sold receivables, and the fair value of any resulting servicing liability is immaterial. Grower Advances The Company makes both cash advances and material advances to third-party growers for various production needs on the farms, including labor, fertilization, irrigation, pruning and harvesting costs. Some of these advances are secured by collateral owned by the growers. Grower advances are categorized as either working capital advances or term advances. Working capital advances are made during a normal growing cycle for operating costs. These advances are short-term in nature and are intended to be repaid with excess cash proceeds from the current crop harvest. Short-term grower loans and advances, whether secured or unsecured, are classified as grower advance receivables, net, in the consolidated balance sheets. Term advances are made to allow the grower to make capital improvements to the land or prepare it for development. These advances are long-term in nature and may bear interest. Accrued interest on these arrangements has not historically been significant to the financial statements. These advances do not always have defined repayment terms but are payable over the term of the supply agreement with excess cash proceeds from the crop harvest, after payment of any outstanding working capital advances. The term of the supply agreement is generally five The following table summarizes growers advances as of December 31, 2022 and December 31, 2021 based on their credit risk profile: December 31, 2022 December 31, 2021 Short-Term Long-Term Short-Term Long-Term (U.S. Dollars in thousands) Secured gross advances to growers and suppliers $ 69,681 $ 8,957 $ 49,919 $ 11,456 Allowance for secured advances to growers and suppliers (12,534) — (5,512) (1,735) Unsecured gross advances to growers and suppliers 67,076 5,316 32,037 1,358 Allowance for unsecured advances to growers and suppliers (3,283) (3,147) (4,094) (742) Net advances to growers and suppliers $ 120,940 $ 11,126 $ 72,350 $ 10,337 Of the $132.1 million and $82.7 million of net advances to growers and suppliers as of December 31, 2022 and December 31, 2021, $12.9 million and $7.0 million, net, respe ctively, was consi dered past due. Dole monitors the collectability of grower advances through periodic review of financial information received from growers. The allowance for credit losses for grower advances is monitored by management on a case-by-case basis considering historical credit loss information for the grower, the timing of the growing season and expected yields, the fair value of the collateral, macroeconomic indicators, weather conditions and other miscellaneous contributing factors. Dole generally considers an advance to a grower to be past due when the advance is not fully recovered by the excess cash proceeds on the current year crop harvest, or the advance is not repaid by the excess cash proceeds by the end of the supply term agreement. A rollforward of the allowance for expected credit losses related to grower advances for the years ended December 31, 2022 and December 31, 2021 was as follows: Amount (U.S. Dollars in thousands) Balance as of December 31, 2020 $ (7,827) Acquisitions (3,785) Disposals 431 Additional provisions in the period (1,970) Recoveries of amounts previously reserved 177 Write-offs 720 Balance sheet reclassifications 13 Foreign exchange impact 158 Balance as of December 31, 2021 (12,083) Additional provisions in the period (6,955) Recoveries of amounts previously reserved 2,147 Write-offs 1,247 Balance sheet reclassifications (3,500) Foreign exchange impact 180 Balance as of December 31, 2022 $ (18,964) Other Receivables Other receivables less allowances are recognized at net realizable value, which reflects the net amount expected to be collected. Other receivables primarily comprise value-added taxes (“VAT”) receivables, other receivables from government and tax authorities and non-trade receivables from customers, suppliers and other third parties. Based on the nature of these agreements, the timing of collection is dependent on many factors, including government legislation and the timing of settlement of the contract or arrangement. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The following table presents income tax (benefit) expense by selected jurisdiction for each of the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Current tax (benefit) expense: (U.S. Dollars in thousands) Ireland $ 1,133 $ 720 $ 262 U.S. (32,570) (17,422) 2,706 Foreign - excluding the U.S. and Ireland 32,422 26,537 15,860 $ 985 $ 9,835 $ 18,828 Deferred tax (benefit) expense: Ireland $ (115) $ 354 $ 185 U.S. (12,900) (990) (298) Foreign - excluding the U.S. and Ireland (22,029) (22,532) (585) $ (35,044) $ (23,168) $ (698) $ (34,059) $ (13,333) $ 18,130 Income (loss) before income taxes and equity earnings consisted of the following: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) Ireland $ 537 $ (5,904) $ 2,852 U.S. (86,269) (66,440) 7,615 Foreign - excluding the U.S. and Ireland 156,637 27,792 48,636 $ 70,905 $ (44,552) $ 59,103 The differences between the reported income tax (benefit) expense and income tax expense (benefit) computed at the Irish statutory income tax rate of 12.5%, the income tax rate of the Company’s country of domicile, for the years ended December 31, 2022, December 31, 2021 and December 31, 2020, are explained in the following reconciliation: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) (Benefit) expense computed at the Irish statutory rate of 12.5% $ 8,863 $ (5,569) $ 7,388 Effects of: Foreign income taxed at different rates 373 5,258 8,247 Change in valuation allowances 5,183 966 2,824 Expenses not deductible for income tax purposes 2,670 4,497 1,467 Income not taxable (4,238) — — Interest expense not deductible for income tax purposes 1,365 — — Changes in unrecognized tax benefits, net of indirect benefits (37,763) (18,263) (648) Recognition of deferred tax assets in respect of prior periods (4,523) — — Changes in estimates made in respect of prior periods (6,010) (63) (678) Other items 21 (159) (470) Income tax (benefit) expense $ (34,059) $ (13,333) $ 18,130 Deferred tax benefit (expense) recognized directly in other comprehensive income (loss) was as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) Pension and postretirement benefits $ (4,847) $ (555) $ 2,584 Hedge accounting 1,847 (363) — Interest rate swaps (12,445) (2,445) — Equity method investments (138) (832) — Total deferred tax benefit (expense) recognized in other comprehensive income (loss) $ (15,583) $ (4,195) $ 2,584 The following table provides details of the principal components of our deferred tax assets and liabilities as of December 31, 2022 and December 31, 2021: December 31, 2022 December 31, 2021 Deferred tax assets: (U.S. Dollars in thousands) Other intangible assets $ 2,111 $ 2,739 Property, plant and equipment 39,808 26,724 Operating lease right-of-use assets 56,443 44,626 Accounts payable and accrued liabilities 26,380 35,570 Pension and postretirement benefits 38,646 29,364 Operating loss carry-forwards 119,477 113,913 Tax credit carry-forwards 11,074 9,021 Investments in unconsolidated affiliates 1,490 1,248 Other 21,820 11,976 Total deferred tax assets 317,249 275,181 Valuation allowances (96,184) (93,205) Offset against deferred tax liabilities (156,953) (135,605) Total deferred tax assets, net $ 64,112 $ 46,371 Deferred tax liabilities: Other intangible assets $ 19,445 $ 20,562 DOLE brand 76,570 76,570 Property, plant and equipment 110,109 132,410 Operating lease right-of-use assets 54,581 43,349 Accounts payable and accrued liabilities 7,056 3,790 Pension and postretirement benefits 18,791 1,800 Investments in unconsolidated affiliates 369 172 Other 13,408 2,641 Total deferred tax liabilities 300,329 281,294 Offset against deferred tax assets (156,953) (135,605) Total deferred tax liabilities, net $ 143,376 $ 145,689 As of December 31, 2022, Dole had approximately $1.0 billion of operating loss carryforwards expiring as follows: Ireland U.S. Foreign (excluding U.S. and Ireland) Total (U.S. Dollars in thousands) 2023 $ — $ 26,239 $ 16,188 $ 42,427 2024 — 33,067 5,473 38,540 2025 — 24,734 180 24,914 2026 — 12,742 29 12,771 2027 — 15,387 1,350 16,737 2028-2039 — 258,333 7,100 265,433 Indefinite 29,258 477,937 93,204 600,399 Total $ 29,258 $ 848,439 $ 123,524 $ 1,001,221 As of December 31, 2022, U.S. state tax credit carryforwards of $9.6 million include $9.5 million which will expire between 2023 and 2028 and $0.1 million which can be carried forward indefinitely. In addition, Dole has $1.5 million of U.S. federal foreign tax credit carryforwards. If unused, $0.7 million will expire in 2029, $0.1 million will expire in 2030, $0.5 million will expire in 2031, and $0.2 million will expire in 2032. The following table presents the movement in the valuation allowance for the years ended December 31, 2022 and December 31, 2021: Amount (U.S. Dollars in thousands) Balance as of December 31, 2020 $ 16,395 Changes on acquisition/disposal 80,394 Increase recognized in the income statement 4,384 Decrease recognized in the income statement (3,418) Translation adjustments (4,550) Balance as of December 31, 2021 93,205 Changes on acquisition/disposal (723) Increase recognized in the income statement 7,675 Decrease recognized in the income statement (2,492) Changes in other comprehensive income (234) Translation adjustments (1,247) Balance as of December 31, 2022 $ 96,184 The valuation allowance increased by $3.0 million in the year ended December 31, 2022 and by $76.8 million in the year ended December 31, 2021. The 2022 increase includes an additional $7.7 million recognized in the consolidated statements of operations, partially offset by a decrease of $2.5 million recognized in the consolidated statements of operations. This net increase was partially offset by a decrease of $0.7 million from adjustments related to the acquisition of Legacy Dole and a disposition of a subsidiary. Additionally, a decrease of $0.2 million related to changes in other comprehensive income and $1.2 million of exchange rate translation adjustments partially offset the increase through the consolidated statements of operations. Dole is an Irish holding company that operates a significant number of foreign subsidiaries. As of December 31, 2022, the Company had not recognized a deferred tax liability on approximately $617.1 million of undistributed earnings for certain foreign subsidiaries, because these earnings are intended to be indefinitely reinvested. If such earnings were distributed, some countries may impose additional taxes. The unrecognized deferred tax liability (the amount payable if distributed) is approximately $36.2 million. Dole recognizes deferred tax assets on potential foreign tax credits expected to be generated by the repatriation of undistributed earnings only when the repatriation has occurred or is apparent to occur in the foreseeable future. A reconciliation of the beginning and ending amount of unrecognized tax benefits (excluding interest and penalties) is as follows : Amount (U.S. Dollars in thousands) Balance as of December 31, 2020 $ 12,699 Changes on acquisition/disposal 52,341 Increases due to tax positions taken in the current year 1,004 Decreases due to lapse of statute of limitations (17,056) Translation adjustments (907) Balance as of December 31, 2021 48,081 Settlements (1,047) Decreases due to lapse of statute of limitations (35,694) Translation adjustments (607) Balance as of December 31, 2022 $ 10,733 |
DETAILS OF ACCRUED LIABLIITES
DETAILS OF ACCRUED LIABLIITES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
DETAILS OF ACCRUED LIABLIITES | DETAILS OF ACCRUED LIABILITIES Included in accrued liabilities in Dole’s consolidated balances sheets were the following items: December 31, 2022 December 31, 2021 (U.S. Dollars in thousands) Amounts due to growers $ 179,010 $ 127,615 Employee-related costs and benefits 111,272 130,663 Sales, marketing and advertising 33,455 46,414 Shipping related costs 33,644 35,694 Materials and supplies 16,316 38,646 Accrued interest 4,020 2,134 Deferred income 4,904 2,038 Professional services 17,385 17,420 Environmental and insurance reserves 2,500 2,316 Other fees 1,441 2,511 Accrued rent 1,306 1,362 Hedging liability 9,328 800 Recourse liability 4,482 — Miscellaneous other accrued liabilities 46,563 57,318 Total accrued liabilities $ 465,626 $ 464,931 |
ASSETS HELD-FOR-SALE AND ACTIVE
ASSETS HELD-FOR-SALE AND ACTIVELY MARKETED PROPERTY | 12 Months Ended |
Dec. 31, 2022 | |
Real Estate [Abstract] | |
ASSETS HELD-FOR-SALE AND ACTIVELY MARKETED PROPERTY | ASSETS HELD-FOR-SALE AND ACTIVELY MARKETED PROPERTY Dole continuously reviews its assets in order to identify those assets that do not meet Dole’s future strategic direction or internal economic return criteria. As a result of this review, Dole has identified and is in the process of selling certain assets which are classified as either held-for-sale or actively marketed property. The assets that have been identified are available for sale in their present condition and an active program is underway to sell the properties. For property classified as held-for-sale, their sale is anticipated to occur during the ensuing year, while the timing of the sale of property specifically classified as actively marketed is uncertain. Assets held-for-sale During the year ended December 31, 2022, Dole approved and committed to sell two buildings in Europe in the Diversified Produce – EMEA reportable segment, one property in North Carolina in the Diversified Produce – Americas & ROW reportable segment and one property in Latin America in the Fresh Fruit reportable segment. As a result, related assets with a total net book value of $2.8 million, $0.3 million and $0.2 million, respectively, were transferred to assets held-for-sale. The buildings in Europe were subsequently sold at a total gain of $7.8 million in the year ended December 31, 2022. Additionally, Dole concluded that it was not probable that the other property in Latin America in the Fresh Fruit reportable segment would be sold within the next year and reclassified related assets with a net book value of $0.1 million to property, plant and equipment, net, in the consolidated balance sheets. As of December 31, 2022, assets held-for-sale were $0.6 million of property, plant and equipment. There were no liabilities held-for-sale as of December 31, 2022. During the year ended December 31, 2021, Dole acquired $14.7 million of assets held-for-sale, as a result of the Acquisition, that primarily consisted of two vessels in the Fresh Fruit reportable segment and a number of properties throughout North America in the Fresh Vegetables segment and Latin America in the Fresh Fruit segment. During the year ended December 31, 2021, Dole approved and committed to sell a Corporate-owned plane with a net book value of $7.2 million and transferred it into assets held-for-sale in the consolidated balance sheets. Additionally, during the year ended December 31, 2021, Dole sold the two vessels, one of the Latin America properties, a ranch in North America and the Corporate-owned plane, with net book values of $8.8 million, $4.1 million, $1.6 million and $7.2 million, respectively. Assets held-for-sale were $0.2 million of property, plant and equipments as of December 31, 2021. There were no liabilities held-for-sale as of December 31, 2021. There were no gains or losses from the sale of assets held-for-sale in the year ended December 31, 2021. A rollforward of assets held-for-sale for the years ended December 31, 2022 and December 31, 2021 in the consolidated balance sheets was as follows: . Amount (U.S. Dollars in thousands) Balance as of December 31, 2020 $ — Additions 14,701 Reclassifications 7,187 Sales (21,688) Balance as of December 31, 2021 200 Additions 3,339 Reclassifications (120) Sales (2,774) Balance as of December 31, 2022 $ 645 Actively marketed property As of December 31, 2022 and December 31, 2021, actively marketed property was $31.0 million and $50.4 million, respectively, and consisted entirely of land in Hawaii in the Fresh Fruit reportable segment. During the year ended December 31, 2022, Dole sold actively marketed Hawaii land, with a net book value of $20.7 million. During the year ended December 31, 2021, Dole sold actively marketed Hawaii land, with a net book value of $2.4 million. The total gain on the sales was $2.5 million for the year ended December 31, 2022, and there was no gain or loss from the sales in the year ended December 31, 2021. A rollforward of actively marketed property for the years ended December 31, 2022 and December 31, 2021 in the consolidated balance sheets was as follows: . Amount (U.S. Dollars in thousands) Balance as of December 31, 2020 $ — Additions from the acquisition of Legacy Dole 52,751 Land sales (2,387) Balance as of December 31, 2021 $ 50,364 Measurement period adjustments 1,303 Land sales (20,660) Balance as of December 31, 2022 $ 31,007 See Note 4 “Business Combinations and Transactions” for additional detail on measurement period adjustments. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Major classes of property, plant and equipment were as follows: December 31, 2022 December 31, 2021 (U.S. Dollars in thousands) Land and land improvements $ 573,008 $ 544,057 Buildings and leasehold improvements 401,851 399,392 Machinery and equipment 390,397 368,754 Computer software 68,820 65,036 Vessels and containers 217,963 233,376 Machinery and equipment and vessel containers under finance leases 37,706 48,195 Construction in progress 57,571 55,717 1,747,316 1,714,527 Accumulated depreciation (404,009) (283,677) $ 1,343,307 $ 1,430,850 Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Years Land improvements 1 to 30 Buildings and leasehold improvements* 1 to 50 Machinery and equipment 1 to 25 Computer software 1 to 10 Vessels and containers 1 to 30 Machinery and equipment and vessel containers under finance leases Shorter of lease term or useful life *Leasehold improvements are depreciated using the shorter of the useful life or life of the lease. Depreciation expense on property, plant and equipment totaled $120.1 million, $61.6 million and $24.6 million for the years ended December 31, 2022, December 31, 2021 and December 31, 2020, respectively, excluding pineapple bearer plants. During the years ended December 31, 2022 and December 31, 2021, Dole incurred an incremental depreciation charge of $41.1 million and $29.6 million, respectively, related to pineapple bearer plants that were brought to fair value in conjunction with acquisitions, that was recognized in cost of sales in the consolidated statements of operations. See Note 4 “Business Combinations and Transactions” for additional detail. Interest expense capitalized into property, plant and equipment was not material for the years ended December 31, 2022, December 31, 2021 and December 31, 2020. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS The gross balance of goodwill was $508.9 million, with accumulated impairment losses of $11.5 million, as of December 31, 2022 and $540.1 million, with accumulated impairment losses of $28.8 million, as of December 31, 2021. As a result of the acquisition of Legacy Dole by Total Produ ce, $274.0 million of goodwill was recognized in the consolidated balance sheets at the Acquisition Date, all of which was assigned to the Fresh Fruit reporting unit. Refer to Note 4 “Business Combinations and Transactions” for further detail. A rollforward of goodwill by reportable segment for the years ended December 31, 2022 and December 31, 2021, was as follows: Fresh Fruit Diversified Fresh Produce – EMEA Diversified Fresh Produce – Americas & ROW Fresh Vegetables Total (U.S. Dollars in thousands) Balance as of December 31, 2020 $ — $ 133,575 $ 100,586 $ — $ 234,161 Additions 274,048 16,372 — — 290,420 Disposals — (414) — — (414) Foreign currency and other — (8,907) (3,927) — (12,834) Balance as of December 31, 2021 274,048 140,626 96,659 — 511,333 Additions — 1,197 — — 1,197 Measurement period adjustments (773) — — — (773) Foreign currency and other — (6,198) (8,106) — (14,304) Balance as of December 31, 2022 $ 273,275 $ 135,625 $ 88,553 $ — $ 497,453 See Note 4 “Business Combinations and Transactions” for additional detail on measurement period adjustments. Details of Dole’s intangible assets as of December 31, 2022 were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying (U.S. Dollars in thousands) DOLE brand $ 306,280 $ — $ 306,280 Water rights 4,145 — 4,145 Supplier relationships 27,917 (19,528) 8,389 Customer relationships 126,150 (92,873) 33,277 Other 13,093 (7,914) 5,179 $ 477,585 $ (120,315) $ 357,270 Details of Dole’s intangible assets as of December 31, 2021 were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount (U.S. Dollars in thousands) DOLE brand $ 306,280 $ — $ 306,280 Water rights 4,186 — 4,186 Supplier relationships 29,179 (17,869) 11,310 Customer relationships 132,953 (92,357) 40,596 Other 13,227 (7,273) 5,954 $ 485,825 $ (117,499) $ 368,326 A rollforward of intangible assets, excluding goodwill, for the years ended December 31, 2022 and December 31, 2021 was as follows: Amount (U.S. Dollars in thousands) Balance as of December 31, 2020 $ 65,634 Additions 314,749 Amortization (11,404) Foreign exchange impact (653) Balance as of December 31, 2021 368,326 Additions 855 Amortization (10,893) Foreign exchange impact (1,018) Balance as of December 31, 2022 $ 357,270 Of the $314.7 million of intangible asset additions during the year ended December 31, 2021, $306.3 million was related to the acquisition of the DOLE brand that was determined to have an indefinite life. Refer to Note 4 “Business Combinations and Transactions” for further detail. Amortization expense for definit e-lived intangible asse ts was $10.9 million, $11.4 million and $11.5 million for the years ended December 31, 2022, December 31, 2021 and December 31, 2020, respectively. As of December 31, 2022, the estimated amortization expense associated with Dole’s intangible assets for each of the next five fiscal years was as follows: Amount (U.S. Dollars in thousands) 2023 $ 10,193 2024 9,935 2025 8,941 2026 6,657 2027 5,376 Thereafter 5,743 Total $ 46,845 Dole evaluates goodwill and other indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if an event occurs or circumstances change that would indicate that an impairment may exist. There was no impairment of goodwill or intangible assets recorded for the years ended December 31, 2022, December 31, 2021 and December 31, 2020. As of the October 1, 2022 testing date, the fair value of the Fresh Fruit and Diversified Fresh Produce – Americas & ROW reporting units were in excess of their respective carrying amounts by 2% and 5%, respectively, and the fair value of the DOLE brand was in excess of its carrying amount by less than 1%. Unfavorable changes to key assumptions, market conditions, and macroeconomic circumstances could result in future impairment. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Short-term borrowings, bank overdrafts and long-term debt consisted of the following: December 31, 2022 December 31, 2021 (U.S. Dollars in thousands) Revolving Credit Facility $ 183,909 $ 312,017 Term Loan A and Term Loan B 823,875 836,775 Vessel financing loans 89,479 104,184 Other long-term financing arrangements 41,483 57,361 Other revolving credit facilities, at a weighted average interest rate of 4.8% as of December 31, 2022 (1.8% as of December 31, 2021) 73,999 19,600 Bank overdrafts 8,623 9,395 Finance lease obligations, at a weighted average interest rate of 3.7% as of December 31, 2022 (3.5% as of December 31, 2021) 29,885 40,719 1,251,253 1,380,051 Unamortized debt discounts and debt issuance costs (17,874) (21,063) 1,233,379 1,358,988 Current maturities, net of unamortized debt discounts and debt issuance costs (97,435) (51,785) Bank overdrafts (8,623) (9,395) Long-term debt, net $ 1,127,321 $ 1,297,808 Term Loan and Revolving Credit Facility On March 26, 2021, Total Produce entered into an agreement for a senior secured revolving credit facility (the “Revolving Credit Facility”) and a term loan (“Term Loan B”) with certain lenders (the Revolving Credit Facility and Term Loan B, together, the “Credit Agreement”), which provided for up to $500.0 million and $940.0 million of borrowings, respectively. As part of the execution of the Revolving Credit Facility, the Company drew down $500.0 million on March 29, 2021 and placed $232.0 million of the borrowings on temporary deposit. In April of 2021, the $232.0 million on deposit was used to reduce the drawn amount on the Revolving Credit Facility to $268.0 million. On August 3, 2021, the Credit Agreement was amended to increase the Revolving Credit Facility to $600.0 million, add an additional $300.0 million term loan (“Term Loan A”) and reduce potential borrowings under Term Loan B to $540.0 million. Proceeds from the Credit Agreement were used to pay down existing debt of Legacy Dole and certain bilateral facilities of the Company. Interest under the Revolving Credit Facility and Term Loan A is payable, at the option of Dole, either at (i) LIBOR, or the respective benchmark rate depending on the currency of the loan, plus 1.00% to 2.75%, with a benchmark floor of 0.00% or (ii) a base rate plus 0.00% to 1.75%, in each case, to be determined based on credit ratings and the Company’s total net leverage ratio. Interest under Term Loan B is payable, at the option of Dole, either at (i) LIBOR, or the respective benchmark rate depending on the currency of the loan, plus 2.00% to 2.25%, with a benchmark floor of 0.00% or (ii) a base rate plus 1.00% to 1.25%, in each case, to be determined based on credit ratings. As discussed in Note 17 “Derivative Financial Instruments”, the Company enters into interest rate swap arrangements to fix a portion of the Credit Agreement’s variable rate debt to fixed rate debt. Principal payments of $1.9 million under Term Loan A are due quarterly until maturity, with the remaining balance due on the maturity d ate of August 3, 2026. Pri ncipal payments of $1.4 million under Term Loan B are due quarterly until maturity, with the remaining balance due on the maturity date of August 3, 2028. As of December 31, 2022, amounts outstanding under Term Loan A and Term Loan B were $823.9 million, in the aggregate, and borrowings under the Revolving Credit Facility were $183.9 million. After taking into account approximately $15.0 million of related outstanding letters of credit, Dole had $401.1 million available for cash borrowings under the Revolving Credit Facility as of December 31, 2022. As of December 31, 2021, amounts outstanding under Term Loan A and Term Loan B were $836.8 million, in the aggregate, and borrowings under the Revolving Credit Facility were $312.0 million. After taking into account approximately $17.0 million of related outstanding letters of credit, Dole had $271.0 million available for cash borrowings under the Revolving Credit Facility as of December 31, 2021. Borrowings under the Credit Agreement are secured by the equity interests of substantially all Dole subsidiaries located in the U.S. and certain subsidiaries located in Europe and substantially all of the Company’s material U.S. assets. Vessel Financing Loans On December 11, 2015, Legacy Dole entered into three secured loan agreements (“first vessel facility”) of up to $111.0 million, in the aggregate, to finance a portion of the acquisition costs of three new vessels. The first vessel facility consists of three tranches, each tied to a specific vessel, which allowed the Company to borrow up to 70%, or $37.0 million, of the contract cost of each vessel, collateralized by the completed vessel. Principal and interest payments are due quarterly in arrears for 48 consecutive installments. The first vessel facility bears interest at a rate per annum equal to LIBOR plus 2.00% to 3.25% and will mature on May 18, 2028. As of December 31, 2022 and December 31, 2021, Dole’s borrowings under the first vessel facility were $48.6 million and $57.8 million, respectively. On October 30, 2020, Legacy Dole entered into two additional secured loan agreements (“second vessel facility”) of $49.1 million, in the aggregate, to finance a portion of the acquisition costs of two new vessels, which were delivered in 2021. Each agreement was tied to a specific vessel which allowed Legacy Dole to borrow 60%, or $24.5 million, of the contract cost of each vessel, collateralized by the completed vessel. On January 14, 2021 and April 7, 2021, the first and second loans were funded for $24.5 million each and mature on January 14, 2030 and April 7, 2030, respectively. The second vessel facility bears interest at a rate per annum equal to LIBOR plus 3.25% and principal and interest payments are due semi-annually in arrears for 18 consecutive installments. As of December 31, 2022 and December 31, 2021, Dole’s borrowings under the second vessel facility were $40.9 million and $46.4 million, respectively. Other Financing Arrangements Dole’s other financing arrangements consist of a number of loan agreements entered into to finance other capital expenditures and working capital requirements. As of December 31, 2022 and December 31, 2021, the Company had $11.5 million and $14.4 million, respectively, in other financing arrangements outstanding related to a secured long-term asset financing arrangement for farms in Chile. The terms of the financing arrangement include a 10-year loan of $23.1 million due in June 2026 that bears interest at a rate per annum equal to LIBOR plus 2.39%. Principal and interest payments are due semi-annually in arrears. The long-term financing arrangement is collateralized by the purchased farms and their related assets. As of December 31, 2022 and December 31, 2021, the Company had $11.3 million and $23.4 million, respectively, in other financing arrangements outstanding related to two secured long-term asset financing arrangements for pineapple farms in Costa Rica. Both agreements provide for a 10-year loan and are collateralized by the purchased farms and their related assets. The first agreement, maturing in July 2026, bears interest at a rate per annum equal to LIBOR plus 5.00%, adjustable annually, with a floor rate of 5.50% per annum. Interest and principal payments are due monthly in arrears. The second agreement, maturing in July 2031, includes principal payments of $10.1 million that was paid in July of 2022 and $3.1 million due in July of 2031, with a single payment of $0.4 million for interest which was paid in July of 2022. As of December 31, 2022 and December 31, 2021, the Company had $18.7 million and $20.0 million, respectively, of remaining other financing arrangements, none of which are individually significant. Other Credit Facilities In addition to amounts available under the Revolving Credit Facility, Dole’s subsidiaries had other lines of credit and bank overdraft facilities at various local banks of approximately $252.3 million as of December 31, 2022 and $250.6 million as of December 31, 2021. These lines are primarily used to fund seasonal working capital requirements, short-term borrowings and bank guarantees. They consist of both secured and unsecured facilities, committed and uncommitted, and some are guaranteed by the Company and certain subsidiaries. The majority of Dole’s lines of credit extend indefinitely but may be cancelled at any time by Dole or the banks, and if cancelled, any outstanding amounts would be due on demand. As of December 31, 2022 and December 31, 2021, total bank overdrafts were $8.6 million and $9.4 million, respectively, and other amounts outstanding under these lines were $74.0 million and $19.6 million, respectively. As of December 31, 2022 and December 31, 2021, after taking into account outstanding letters of credit, Dole had $167.6 million and $212.0 million, respectively, available for use under these lines. Finance Lease Obligations As of December 31, 2022 and December 31, 2021, Dole’s finance lease obligations of $29.9 million and $40.7 million, respectively, primarily relate to machinery and equipment and vessel containers, which continue through 2031. Covenants and Restrictions Provisions under the credit facilities include limitations on, among other things, indebtedness, investments, liens, loans to subsidiaries, employees and third parties, the issuance of guarantees and the payment of dividends. The credit facilities require Dole to maintain compliance with a maximum leverage ratio, which was initially set at 4.50 to 1.00 beginning December 31, 2021, with step-downs to (i) 4.25 to 1.00 for fiscal year 2022 and (ii) 4.00 to 1.00 for each fiscal year thereafter. As of December 31, 2022, Dole was in compliance with all applicable covenants. A breach of a covenant or other provision in any debt instrument governing Dole’s current or future indebtedness could result in a default under that instrument and, due to customary cross-default and cross-acceleration provisions, could result in a default under Dole’s other debt instruments. Upon the occurrence of an event of default under the credit facilities or other debt instruments, the lenders or holders of such debt could elect to declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit. If Dole were unable to repay those amounts, the lenders could proceed against the collateral granted to them, if any, to secure the indebtedness. If the lenders under Dole’s indebtedness were to accelerate the payment of the indebtedness, Dole cannot give assurance that its assets would be sufficiently liquid to repay in full its outstanding indebtedness on an accelerated basis. Debt Discounts and Debt Issuance Costs Debt discounts and issuance costs are amortized over the term of the debt agreement using the effective interest method. Debt discounts and issuance costs are presented as a direct reduction of debt in the consolidated balance sheets, except for those issuance costs related to revolving credit facilities and line-of-credit arrangements which are recorded as a prepaid asset in the consolidated balance sheets. The amortization expense related to Dole’s deferred debt discounts and issuance costs is recorded as interest expense in the consolidated income statements. For the years ended December 31, 2022 and December 31, 2021, amortization expense related to deferred debt discounts and issuance costs was $3.5 million and $2.6 million, respectively, and was not material for the year ended December 31, 2020. Maturities of Current and Long-Term Debt Stated maturities with respect to current and long-term debt, excluding finance lease obligations, as of December 31, 2022 were as follows: Amount (U.S. Dollars in thousands) 2023 $ 98,621 2024 38,319 2025 34,899 2026 496,979 2027 21,589 Thereafter 530,961 Total $ 1,221,368 For maturities of finance lease obligations, as of December 31, 2022, refer to Note 16 “Leases”. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Dole sponsors a number of defined benefit pension plans covering certain employees worldwide. Benefits under these plans are generally based on each employee’s eligible compensation and years of service, except for certain plans covering union employees, which are based on negotiated benefits. In addition to pension plans, Dole also has OPRB plans that provide certain health care and life insurance benefits for eligible retired employees. Covered employees may become eligible for such benefits if they fulfill established requirements upon reaching retirement age. The Company sponsors six funded defined benefit pension plans including a U.S. qualified plan and five plans outside of the U.S., two of which are based in Ireland, two are based in the U.K., and one is based in Canada. The Company had previously sponsored a Netherlands scheme which was settled in fiscal year 2022. The Company also sponsors unfunded international pension plans (primarily in Latin America) and OPRB plans. Substantially all U.S. pension benefits were frozen on December 31, 2001. The plans in Ireland have been closed to new entrants since 2009, and salaries for defined benefit purposes have been capped, with any salary increases above the cap eligible on a defined contribution basis. In 2017, the Company initiated an Enhanced Transfer Value program, whereby an offer was made to all active and deferred members of the Irish defined benefit pension plans (the “Irish Plans”) to transfer their accumulated accrued benefits from the Irish Plans, which eliminated future accrual of benefits and entitled the members to receive a transfer value above the statutory minimum amount. In February of 2021, one of the Irish Plans introduced a buy-in contract for pensioners. Under the buy-in contract terms, the pension plan pays a one-off premium to an insurer to purchase a bulk annuity policy. Under the bulk annuity policy, the insurer will provide payments back to the pension scheme to cover the benefits for the members covered by the buy-in. The responsibility to pay the pensions still rests with the plan and the obligation is still recorded by the Company. Both of the U.K. schemes are closed to new entrants and to new accruals. Dole’s SERP is a non-qualified benefit and executive compensation plan, and Dole’s ESP plan is a non-qualified deferred compensation plan. Both are funded through investments in Rabbi Trusts. Following a change of control event, Dole is obligated, under the provisions of the respective trust agreements, to contribute an amount sufficient to meet the ESP obligation for benefits earned through the change in control year and the ongoing value of the projected benefit obligation of the SERP. The assets held in the Rabbi Trusts are subject to the claims of Dole’s general unsecured creditors. As of December 31, 2022, $5.4 million of the assets was classified as short-term and included in short-term investments in the consolidated balance sheets, and $16.5 million was classified as long-term and included in long-term investments in the consolidated balance sheets. As of December 31, 2021, $6.1 million was classified as short-term and $23.4 million was classified as long-term. Obligations and Funded Status The status of Dole’s defined benefit pension plans was as follows: U.S. Pension Plans International Pension Plans OPRB Plans December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Change in projected benefit obligation: (U.S. Dollars in thousands) Benefit obligation at beginning of the year $ 253,880 $ — $ 349,001 $ 266,320 $ 17,572 $ — Acquisition of Legacy Dole — 256,767 — 114,099 — 18,655 Service cost 256 107 4,465 3,219 3 1 Interest cost 4,943 1,696 8,219 5,505 443 157 Actuarial (gain) loss (47,439) 4,179 (82,819) (4,432) (1,726) 166 Plan amendments — — — (213) — — Curtailments, settlements and terminations, net (8,217) — (27,511) (14,399) — — Benefits paid (21,588) (8,869) (10,012) (8,851) (3,148) (1,407) Foreign exchange impact and other — — (13,196) (12,247) — — Benefit obligation at end of the year $ 181,835 $ 253,880 $ 228,147 $ 349,001 $ 13,144 $ 17,572 Change in plan assets: Fair value of plan assets at beginning of the year $ 224,749 $ — $ 235,301 $ 245,061 $ — $ — Acquisition of Legacy Dole — 234,221 — — — — Actual return on plan assets (44,601) (2,054) (46,116) 13,901 — — Company contributions 3,863 1,450 12,104 10,297 3,177 1,407 Benefits paid (21,588) (8,868) (10,012) (8,851) (3,177) (1,407) Curtailments, settlements and terminations, net (8,217) — (25,767) (14,419) — — Foreign exchange impact and other — — (17,585) (10,688) — — Fair value of plan assets at end of the year $ 154,206 $ 224,749 $ 147,925 $ 235,301 $ — $ — Funded status $ (27,629) $ (29,131) $ (80,222) $ (113,700) $ (13,144) $ (17,572) Amounts recognized in the consolidated balance sheets: Other assets $ — $ — $ 20,938 $ 2,524 $ — $ — Pension and postretirement benefits (2,229) (2,243) (13,066) (13,209) (1,992) (2,212) Pension and postretirement benefits, less current portion (25,400) (26,888) (88,094) (103,015) (11,152) (15,360) $ (27,629) $ (29,131) $ (80,222) $ (113,700) $ (13,144) $ (17,572) Amounts recognized in accumulated other comprehensive loss (income), before tax, were as follows: U.S. Pension Plans International Pension Plans OPRB Plans Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 (U.S. Dollars in thousands) Net actuarial loss (gain) $ 18,341 $ 11,011 $ — $ 15,180 $ 50,575 $ 64,591 $ (1,531) $ 166 $ — Prior service (benefit) — — — (6,285) (8,241) (8,952) — — — Total $ 18,341 $ 11,011 $ — $ 8,895 $ 42,334 $ 55,639 $ (1,531) $ 166 $ — Some of Dole’s plans were underfunded as of December 31, 2022 and December 31, 2021, having accumulated benefit obligations exceeding the fair value of plan assets. The aggregate projected benefit obligation, accumulated benefit obligation and fair value of plan assets of plans with accumulated benefit obligations in excess of plan assets were as follows: December 31, 2022 December 31, 2021 (U.S. Dollars in thousands) Projected benefit obligation $ 277,203 $ 429,115 Accumulated benefit obligation $ 261,248 $ 406,233 Fair value of plan assets $ 154,208 $ 283,988 As of December 31, 2022 and December 31, 2021, some of Dole’s plans are projected to be underfunded, having projected benefit obligations exceeding the fair value of plan assets. The aggregate projected benefit obligation, accumulated benefit obligation and fair value of plan assets of plans with projected benefit obligations in excess of plan assets were as follows: December 31, 2022 December 31, 2021 (U.S. Dollars in thousands) Projected benefit obligation $ 290,347 $ 519,342 Accumulated benefit obligation $ 261,248 $ 470,484 Fair value of plan assets $ 154,208 $ 356,415 Components of Net Periodic Benefit Cost and Other Changes Recognized in Other Comprehensive Income (Loss) The components of net periodic benefit cost for Dole’s U.S. and international pension plans and OPRB plans were as follows: U.S. Pension Plans International Pension Plans OPRB Plans Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 (U.S. Dollars in thousands) Components of net periodic benefit cost: Service cost $ 256 $ 107 $ — $ 4,465 $ 3,219 $ 1,858 $ 3 $ 1 $ — Interest cost 4,943 1,696 — 8,219 5,505 3,808 443 157 — Expected return on plan assets (11,274) (4,779) — (6,814) (6,883) (7,275) — — — Amortization of: Net loss — — — 2,166 2,946 2,081 — — — Prior service (benefit) — — — (618) (812) (785) — — — Curtailments, settlements and terminations, net 1,106 — — 220 1,756 — — — — Foreign exchange impact and other — — — 36 238 — — — — Net periodic cost (benefit) $ (4,969) $ (2,976) $ — $ 7,674 $ 5,969 $ (313) $ 446 $ 158 $ — Other changes recognized in other comprehensive income (loss): Net loss (gain) $ 7,330 $ 11,011 $ — $ (33,264) $ (13,186) $ 12,957 $ (1,697) $ 166 $ — Prior service expense (benefit) — — — 1,339 (213) — — — — Amortization of: Net (loss) — — — (2,166) (2,946) (2,081) — — — Prior service benefit — — — 618 812 785 — — — Foreign exchange impact and other — — — 34 (2,026) 1,309 — — — Income tax (benefit) expense (1,781) 2,643 — 6,226 (3,209) (2,154) 402 11 — Total recognized in other comprehensive income (loss) $ 5,549 $ 13,654 $ — $ (27,213) $ (20,768) $ 10,816 $ (1,295) $ 177 $ — Total recognized in net periodic benefit cost and other comprehensive income (loss), net of income taxes $ 580 $ 10,678 $ — $ (19,539) $ (14,799) $ 10,503 $ (849) $ 335 $ — The Company classifies the non-service components of net periodic pension benefit cost within other income (expense), net, in the consolidated statements of operations. Non-service components include interest costs, expected return on plan assets, amortization of net loss (gain) and prior service benefit, and other curtailment or settlement costs. Assumptions Weighted average assumptions used to determine benefit obligations were as follows: U.S. Pension Plans International Pension Plans OPRB Plans Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2022 Year Ended December 31, 2021 Discount rate 5.31 % 2.62% 5.26 % 2.61 % 5.79 % 3.18% Rate of compensation increase 3.00 % 3.00% 3.18 % 1.98 % — — Rate of increase in pensions — — 2.07 % 1.90 % — — Weighted average assumptions used to determine net periodic benefit cost were as follows: U.S. Pension Plans International Pension Plans OPRB Plans Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Discount rate 2.62 % 2.39% — 2.61 % 2.29 % 1.72 % 3.18 % 2.72% — Rate of compensation increase 3.00 % 3.00% — 1.98 % 2.84 % 1.74 % — — — Rate of increase in pensions — — — 1.90 % 1.68 % 1.58 % — — — Rate of return on plan assets 5.10 % 5.00% — 3.36 % 2.85 % 3.41 % 3.36 % — — Dole does not sponsor any cash balance plans or plans with promised interest credit rates. International plan discount rates and assumed rates of increase in future compensation differ from the assumptions used for U.S. plans due to differences in the local economic conditions in the countries in which the international plans are based. No rate of compensation increase is shown for U.S. plans, because benefits under the U.S. plans are frozen, except for a group of employees whose benefits are negotiated under collective bargaining agreements. The assumption for the rate of compensation increase for these employees reflects the rate negotiated in those bargaining agreements. The accumulated pension benefit obligation for Dole’s OPRB plan was determined using the following assumed annual rate of increase in the per capita cost of covered health care benefits: 2022 2021 Health care costs trend rate assumed for next year 6.65% 6.49% Rate of increase to which the cost of benefits is assumed to decline (the ultimate trend rate) 4.49% 4.50% Year that the rate reaches the ultimate trend rate 2030 2029 Plan Assets The following is the target asset mix for Dole’s pension plans, which management believes provides the optimal trade-off of diversification and long-term asset growth: Target Fixed income securities 50% Equity securities 23% Other 27% Total 100% Dole’s pension plan weighted average asset allocations by asset category was as follows: Year Ended December 31, 2022 December 31, 2021 Fixed income securities 52% 48% Equity securities 23% 27% Other 25% 25% Total 100% 100% The plans’ asset allocation includes a mix of fixed income investments designed to reduce volatility and equity investments designed to maintain funding ratios and long-term financial health of the plan. The equity investments are diversified across U.S. and international stocks as well as growth, value and small and large capitalization. Dole employs a total return investment approach whereby a mix of fixed income and equity investments is used to maximize the long-term return of plan assets with a prudent level of risk. The objectives of this strategy are to achieve full funding of the accumulated benefit obligation and to achieve investment experience over time that will minimize pension expense volatility and minimize Dole’s contributions required to maintain full funding status. Risk tolerance is established through careful consideration of plan liabilities, plan funded status and corporate financial condition. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews. Dole determines the expected return on pension plan assets based on an expectation of average annual returns over an extended period of years. Dole also considers the weighted-average historical rate of returns on securities with similar characteristics to those in which Dole’s pension assets are invested. Fair Value of Retirement Plan Assets Dole estimates the fair value of its retirement plan assets based on current quoted market prices. In instances where quoted market prices are not readily available, the fair value of the investments is estimated by the trustee. In obtaining such data from the trustee, Dole has evaluated the methodologies used to develop the estimate of fair value in order to assess whether such valuations are representative of fair value, including net asset value. Fair values for Level 1 investments are determined based on quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. For Level 2 investments, the fair values are determined using observable prices that are based on inputs not quoted on active markets but corroborated by market data. Level 3 investments are determined using unobservable inputs that are not corroborated by market data, whereby fair values are estimated using prices provided by its custodian, which are based on various third-party pricing services or valuation models developed by the underlying fund managers. The Level 3 investments are primarily held by the custodian in a pooled trust for qualifying U.S.-based pensions, where the fair value is derived from the individual investment components. Each investment within the pooled trust is individually valued, after considering gains and losses, contributions and distributions, and the collective value of the pooled trust represents the total fair value. Dole has determined these valuations to be Level 3 inputs, because they are based upon significant unobservable inputs. The carrying value and estimated fair values of Dole’s retirement plan assets are summarized below: Fair Value Measurements as of December 31, 2022 Using Quoted Prices in (Level 1) Significant Other (Level 2) Significant (Level 3) Total (U.S. Dollars in thousands) Cash and cash equivalents $ 5,695 $ 8,854 $ — $ 14,549 Fixed-income securities 33,260 100,964 — 134,224 Insurance contracts — 16,627 — 16,627 Equity securities 4,930 22,671 — 27,601 Other 8,682 8,135 — 16,817 Investments measured at fair value 52,567 157,251 — 209,818 Investments measured at net asset value — — — 92,313 Total plan assets at fair value $ 52,567 $ 157,251 $ — $ 302,131 Fair Value Measurements as of December 31, 2021 Using Quoted Prices in Significant Other (Level 2) Significant (Level 3) Total (U.S. Dollars in thousands) Cash and cash equivalents $ 8,276 $ — $ — $ 8,276 Fixed-income securities 45,380 217,127 — 262,507 Insurance contracts — 43,053 — 43,053 Equity securities 7,688 101,890 8,058 117,636 Other 2,261 12,270 122 14,653 Investments measured at fair value 63,605 374,340 8,180 446,125 Investments measured at net asset value — — — 13,925 Total plan assets at fair value $ 63,605 $ 374,340 $ 8,180 $ 460,050 The table below sets forth a summary of the transfers and purchases of the plans’ Level 3 assets for the years ended December 31, 2022 and December 31, 2021: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Common Collective Trusts Interest in Total (U.S. Dollars in thousands) Balance as of December 31, 2020 $ — $ — $ — Acquisitions 113 8,498 8,611 Net realized and unrealized gains (losses) 9 (1,251) (1,242) Net purchases, issuances and settlements — 811 811 Balance as of December 31, 2021 122 8,058 8,180 Settlements and reclassifications (122) (8,058) (8,180) Balance as of December 31, 2022 $ — $ — $ — Plan Contributions and Estimated Future Benefit Payments During the year ended December 31, 2022, Dole contributed $0.9 million to its qualified U.S. pension plan. These contributions were made to comply with minimum funding requirements under the Internal Revenue Code without regard to interest rate stabalization. Future contributions to the U.S. pension plan in excess of the minimum funding requirement are voluntary and may change depending on Dole’s operating performance or at management’s discretion. Contributions and benefits paid directly by Dole related to its other U.S. and foreign pension and OPRB plans totaled $18.2 million during the year ended December 31, 2022. Dole expects to make $2.8 million of contributions and $17.8 million of direct benefit payments related to its pension and OPRB plans in fiscal year 2023. The following table presents estimated future benefit payments: U.S. Pension International Pension Plans OPRB Plans (U.S. Dollars in thousands) 2023 $ 20,141 $ 19,328 $ 1,992 2024 19,359 13,356 1,825 2025 18,438 12,954 1,730 2026 17,622 14,301 1,611 2027 16,830 14,790 1,481 Thereafter 71,645 75,398 5,042 Total $ 164,035 $ 150,127 $ 13,681 Defined Contribution Plans Dole offers defined contribution plans to eligible employees. Such employees may defer a percentage of their annual compensation in accordance with plan guidelines. Some of these plans provide for a company match that is subject to a maximum contribution as defined by the plan. Dole’s contributions to its defined contribution plans totaled $21.4 million, $15.7 million and $10.6 million for the years ended December 31, 2022, December 31, 2021 and December 31, 2020, respectively. Multi-Employer Plans Dole is also party to various industry-wide collective bargaining agreements that provide pension benefits. Total contributions to multi-employer benefit plans for eligible participants were approximately $0.9 million and $0.4 million in the years ended December 31, 2022 and December 31, 2021, respectively. No contributions were made in the year ended December 31, 2020. The following table presents details for Dole’s U.S. multi-employer defined benefit plan: Pension Protection Act Zone Status Contributions for the Year Ended Pension Plan EIN/Pension Fiscal 2022 December 31, 2022 December 31, 2021 December 31, 2020 Expiration of Agreement (U.S. Dollars in thousands) Western Conference of Teamsters 91-6145047-001 Not critical $ 917 $ 372 $ — 8/15/2024 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES Lease Position The following tables present the lease-related assets and liabilities recorded in the consolidated balance sheets: Lease-related assets as of December 31, 2022 Lease-related assets as of December 31, 2021 Operating lease right-of-use assets Property, plant & equipment, net Operating lease right-of-use assets Property, plant & equipment, net (U.S. Dollars in thousands) Operating leases $ 392,797 $ — $ 368,632 $ — Finance leases — 29,177 — 40,739 $ 392,797 $ 29,177 $ 368,632 $ 40,739 Lease-related liabilities as of December 31, 2022 Current maturities of operating leases Operating leases, less current maturities Current portion of long-term debt, net Long-term debt, net (U.S. Dollars in thousands) Operating leases $ 81,968 $ 320,272 $ — $ — Finance leases — — 6,609 23,276 $ 81,968 $ 320,272 $ 6,609 $ 23,276 Lease-related liabilities as of December 31, 2021 Current maturities of operating leases Operating leases, less current maturities Current portion of long-term debt, net Long-term debt, net (U.S. Dollars in thousands) Operating leases $ 73,046 $ 305,714 $ — $ — Finance leases — — 10,039 30,680 $ 73,046 $ 305,714 $ 10,039 $ 30,680 Lease Terms and Discount Rates The weighted-average remaining lease term and discount rate for the Company’s lease profile as of December 31, 2022 and December 31, 2021 was as follows: Weighted-average remaining lease term (in years): December 31, 2022 December 31, 2021 Operating leases 7.4 8.0 Finance leases 5.9 5.6 Weighted-average discount rate (%): December 31, 2022 December 31, 2021 Operating leases 4.5% 3.2% Finance leases 3.7% 3.5% Lease Costs The following table presents certain information related to lease costs for finance and operating leases for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Finance lease costs: (U.S. Dollars in thousands) Depreciation of lease assets $ 9,740 $ 6,610 $ 1,192 Interest on lease liabilities 1,223 968 114 Operating lease costs 94,832 54,892 27,289 Short-term lease costs 20,315 8,719 1,433 Variable lease costs 19,060 8,088 1,021 Sublease income (10,875) (4,658) (363) Total lease costs $ 134,295 $ 74,619 $ 30,686 Supplementary Cash Flow Data The following represents the disaggregation of certain cash flow supplementary data by finance and operating lease classifications: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: (U.S. Dollars in thousands) Operating cash flows from finance leases $ 1,223 $ 968 $ — Operating cash flows from operating leases 96,707 43,735 29,397 Financing cash flows from finance leases 8,183 6,332 2,844 Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) Right-of-use assets obtained in exchange for finance lease liabilities $ 776 $ 5,452 $ 9,892 Right-of-use assets obtained in exchange for operating lease liabilities 105,832 40,584 20,978 The following table reconciles the undiscounted cash flows for each of the first five years and total remaining years to the finance and operating lease liabilities recorded on the balance sheet as of December 31, 2022: Finance Leases Operating Leases (U.S. Dollars in thousands) 2023 $ 7,046 $ 95,934 2024 6,454 81,423 2025 8,154 69,907 2026 2,684 56,774 2027 2,655 48,340 Thereafter 6,296 117,130 Total lease payments 33,289 469,508 Less: present value discount (3,404) (67,268) $ 29,885 $ 402,240 Related Party Lease Transactions In the ordinary course of business, Dole enters into a number of lease agreements with related parties. During the periods presented, Dole, as a lessee, had the following lease liability balances with related parties: Lease-related Liabilities with Related Parties as of December 31, 2022 Lease-related Liabilities with Related Parties as of December 31, 2021 Current maturities of operating leases Operating leases, less current maturities Current maturities of operating leases Operating leases, less current maturities (U.S. Dollars in thousands) Operating leases $ 3,787 $ 22,194 $ 1,254 $ 12,553 Finance leases 1,053 895 — — $ 4,840 $ 23,089 $ 1,254 $ 12,553 See Note 20 “Related Party Transactions” for revenues and expenses related to leases with related parties. Lessor Accounting The company leases various types of owned properties to external parties, mainly through operating lease agreements. Leasing assets to external parties is not significant to Dole’s operations. Rental income recognized on agreements where Dole acted as the lessor was as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Rental income: (U.S. Dollars in thousands) Other income (expense), net $ 11,727 $ 5,202 $ 2,708 |
LEASES | LEASES Lease Position The following tables present the lease-related assets and liabilities recorded in the consolidated balance sheets: Lease-related assets as of December 31, 2022 Lease-related assets as of December 31, 2021 Operating lease right-of-use assets Property, plant & equipment, net Operating lease right-of-use assets Property, plant & equipment, net (U.S. Dollars in thousands) Operating leases $ 392,797 $ — $ 368,632 $ — Finance leases — 29,177 — 40,739 $ 392,797 $ 29,177 $ 368,632 $ 40,739 Lease-related liabilities as of December 31, 2022 Current maturities of operating leases Operating leases, less current maturities Current portion of long-term debt, net Long-term debt, net (U.S. Dollars in thousands) Operating leases $ 81,968 $ 320,272 $ — $ — Finance leases — — 6,609 23,276 $ 81,968 $ 320,272 $ 6,609 $ 23,276 Lease-related liabilities as of December 31, 2021 Current maturities of operating leases Operating leases, less current maturities Current portion of long-term debt, net Long-term debt, net (U.S. Dollars in thousands) Operating leases $ 73,046 $ 305,714 $ — $ — Finance leases — — 10,039 30,680 $ 73,046 $ 305,714 $ 10,039 $ 30,680 Lease Terms and Discount Rates The weighted-average remaining lease term and discount rate for the Company’s lease profile as of December 31, 2022 and December 31, 2021 was as follows: Weighted-average remaining lease term (in years): December 31, 2022 December 31, 2021 Operating leases 7.4 8.0 Finance leases 5.9 5.6 Weighted-average discount rate (%): December 31, 2022 December 31, 2021 Operating leases 4.5% 3.2% Finance leases 3.7% 3.5% Lease Costs The following table presents certain information related to lease costs for finance and operating leases for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Finance lease costs: (U.S. Dollars in thousands) Depreciation of lease assets $ 9,740 $ 6,610 $ 1,192 Interest on lease liabilities 1,223 968 114 Operating lease costs 94,832 54,892 27,289 Short-term lease costs 20,315 8,719 1,433 Variable lease costs 19,060 8,088 1,021 Sublease income (10,875) (4,658) (363) Total lease costs $ 134,295 $ 74,619 $ 30,686 Supplementary Cash Flow Data The following represents the disaggregation of certain cash flow supplementary data by finance and operating lease classifications: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: (U.S. Dollars in thousands) Operating cash flows from finance leases $ 1,223 $ 968 $ — Operating cash flows from operating leases 96,707 43,735 29,397 Financing cash flows from finance leases 8,183 6,332 2,844 Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) Right-of-use assets obtained in exchange for finance lease liabilities $ 776 $ 5,452 $ 9,892 Right-of-use assets obtained in exchange for operating lease liabilities 105,832 40,584 20,978 The following table reconciles the undiscounted cash flows for each of the first five years and total remaining years to the finance and operating lease liabilities recorded on the balance sheet as of December 31, 2022: Finance Leases Operating Leases (U.S. Dollars in thousands) 2023 $ 7,046 $ 95,934 2024 6,454 81,423 2025 8,154 69,907 2026 2,684 56,774 2027 2,655 48,340 Thereafter 6,296 117,130 Total lease payments 33,289 469,508 Less: present value discount (3,404) (67,268) $ 29,885 $ 402,240 Related Party Lease Transactions In the ordinary course of business, Dole enters into a number of lease agreements with related parties. During the periods presented, Dole, as a lessee, had the following lease liability balances with related parties: Lease-related Liabilities with Related Parties as of December 31, 2022 Lease-related Liabilities with Related Parties as of December 31, 2021 Current maturities of operating leases Operating leases, less current maturities Current maturities of operating leases Operating leases, less current maturities (U.S. Dollars in thousands) Operating leases $ 3,787 $ 22,194 $ 1,254 $ 12,553 Finance leases 1,053 895 — — $ 4,840 $ 23,089 $ 1,254 $ 12,553 See Note 20 “Related Party Transactions” for revenues and expenses related to leases with related parties. Lessor Accounting The company leases various types of owned properties to external parties, mainly through operating lease agreements. Leasing assets to external parties is not significant to Dole’s operations. Rental income recognized on agreements where Dole acted as the lessor was as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Rental income: (U.S. Dollars in thousands) Other income (expense), net $ 11,727 $ 5,202 $ 2,708 |
LEASES | LEASES Lease Position The following tables present the lease-related assets and liabilities recorded in the consolidated balance sheets: Lease-related assets as of December 31, 2022 Lease-related assets as of December 31, 2021 Operating lease right-of-use assets Property, plant & equipment, net Operating lease right-of-use assets Property, plant & equipment, net (U.S. Dollars in thousands) Operating leases $ 392,797 $ — $ 368,632 $ — Finance leases — 29,177 — 40,739 $ 392,797 $ 29,177 $ 368,632 $ 40,739 Lease-related liabilities as of December 31, 2022 Current maturities of operating leases Operating leases, less current maturities Current portion of long-term debt, net Long-term debt, net (U.S. Dollars in thousands) Operating leases $ 81,968 $ 320,272 $ — $ — Finance leases — — 6,609 23,276 $ 81,968 $ 320,272 $ 6,609 $ 23,276 Lease-related liabilities as of December 31, 2021 Current maturities of operating leases Operating leases, less current maturities Current portion of long-term debt, net Long-term debt, net (U.S. Dollars in thousands) Operating leases $ 73,046 $ 305,714 $ — $ — Finance leases — — 10,039 30,680 $ 73,046 $ 305,714 $ 10,039 $ 30,680 Lease Terms and Discount Rates The weighted-average remaining lease term and discount rate for the Company’s lease profile as of December 31, 2022 and December 31, 2021 was as follows: Weighted-average remaining lease term (in years): December 31, 2022 December 31, 2021 Operating leases 7.4 8.0 Finance leases 5.9 5.6 Weighted-average discount rate (%): December 31, 2022 December 31, 2021 Operating leases 4.5% 3.2% Finance leases 3.7% 3.5% Lease Costs The following table presents certain information related to lease costs for finance and operating leases for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Finance lease costs: (U.S. Dollars in thousands) Depreciation of lease assets $ 9,740 $ 6,610 $ 1,192 Interest on lease liabilities 1,223 968 114 Operating lease costs 94,832 54,892 27,289 Short-term lease costs 20,315 8,719 1,433 Variable lease costs 19,060 8,088 1,021 Sublease income (10,875) (4,658) (363) Total lease costs $ 134,295 $ 74,619 $ 30,686 Supplementary Cash Flow Data The following represents the disaggregation of certain cash flow supplementary data by finance and operating lease classifications: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: (U.S. Dollars in thousands) Operating cash flows from finance leases $ 1,223 $ 968 $ — Operating cash flows from operating leases 96,707 43,735 29,397 Financing cash flows from finance leases 8,183 6,332 2,844 Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) Right-of-use assets obtained in exchange for finance lease liabilities $ 776 $ 5,452 $ 9,892 Right-of-use assets obtained in exchange for operating lease liabilities 105,832 40,584 20,978 The following table reconciles the undiscounted cash flows for each of the first five years and total remaining years to the finance and operating lease liabilities recorded on the balance sheet as of December 31, 2022: Finance Leases Operating Leases (U.S. Dollars in thousands) 2023 $ 7,046 $ 95,934 2024 6,454 81,423 2025 8,154 69,907 2026 2,684 56,774 2027 2,655 48,340 Thereafter 6,296 117,130 Total lease payments 33,289 469,508 Less: present value discount (3,404) (67,268) $ 29,885 $ 402,240 Related Party Lease Transactions In the ordinary course of business, Dole enters into a number of lease agreements with related parties. During the periods presented, Dole, as a lessee, had the following lease liability balances with related parties: Lease-related Liabilities with Related Parties as of December 31, 2022 Lease-related Liabilities with Related Parties as of December 31, 2021 Current maturities of operating leases Operating leases, less current maturities Current maturities of operating leases Operating leases, less current maturities (U.S. Dollars in thousands) Operating leases $ 3,787 $ 22,194 $ 1,254 $ 12,553 Finance leases 1,053 895 — — $ 4,840 $ 23,089 $ 1,254 $ 12,553 See Note 20 “Related Party Transactions” for revenues and expenses related to leases with related parties. Lessor Accounting The company leases various types of owned properties to external parties, mainly through operating lease agreements. Leasing assets to external parties is not significant to Dole’s operations. Rental income recognized on agreements where Dole acted as the lessor was as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Rental income: (U.S. Dollars in thousands) Other income (expense), net $ 11,727 $ 5,202 $ 2,708 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS Dole is exposed to foreign currency exchange rate fluctuations, bunker fuel price fluctuations and interest rate changes in the normal course of its business. As part of its risk management strategy, Dole uses derivative instruments to hedge some of these exposures. Dole’s objective is to offset gains and losses resulting from these exposures with losses and gains from the derivative contracts used to hedge them, thereby reducing volatility of earnings. Dole does not hold or issue derivative financial instruments for trading or speculative purposes. The types of derivative instruments utilized by Dole are described below: Foreign currency hedges: Dole enters into foreign currency exchange forward and option contracts to hedge exposure to changes in certain foreign currency exchange rates. Dole enters into fair value hedges to hedge foreign currency exposure of non-functional currency assets and liabilities and cash flow hedges to hedge foreign currency exposure of forecasted revenue, cost of sales and operating expenses. Interest rate swaps: Dole enters into interest rate swaps to mitigate a significant portion of the interest rate risk associated with its variable-rate debt. Dole’s current interest rate swaps fix the paying rate of interest at rates between 0.50% and 2.57%, with the receiving rates variable based on the one-month LIBOR benchmark rate, which was 4.39% as of December 31, 2022. During the year ended December 31, 2022, Dole entered into $100.0 million of new interest rate swap arrangements with maturities ranging from three three Bunker fuel contracts: Dole incurs significant fuel costs from shipping products from sourcing locations to end customer markets and from arranging air or land transportation for products of third-party entities. As a result, Dole is exposed to commodity and fuel cost risks and enters into bunker fuel contracts to hedge the risk of unfavorable fuel prices. Hedge Accounting Election The Company performs an analysis of its hedging portfolio at inception and on a quarterly basis. The Company uses the following criteria in evaluating derivative instruments for hedge accounting: 1. Hedged risk is eligible 2. Hedged item or transaction is eligible 3. Hedging instrument is eligible 4. Hedging relationship is highly effective 5. Designation and documentation requirements are met Dole designates the interest rate swaps and certain foreign currency cash flow hedges for hedge accounting and records the changes in fair value of these instruments in accumulated other comprehensive loss. The changes in fair value of foreign currency fair value hedges, non-designated cash flow hedges and bunker fuel hedges are recorded in earnings. Notional Amounts of Derivative Instruments Dole had the following derivative instruments outstanding as of December 31, 2022: Aggregate Notional Amount Foreign currency forward contracts by currency: United States Dollar $53.0 million Euro €375.5 million British Pound Sterling £12.9 million Swedish Krona SEK 22.0 million Interest rate swap contract $700.0 million Bunker fuel hedges 25.5 thousand metric tons Quantitative Disclosures Derivatives are presented gross in the consolidated balance sheets. The following table presents the balance sheet location and fair value of the derivative instruments by type: Fair Value Measurements as of December 31, 2022 Accrued Liabilities Other Assets Other Receivables, net Foreign currency forward contracts: (U.S. Dollars in thousands) Cash flow hedges $ (5,726) $ — $ 490 Non-designated cash flow hedges (206) — 872 Fair value hedges — — 4 Bunker fuel hedges (3,396) — — Interest rate swap contracts — 59,104 — $ (9,328) $ 59,104 $ 1,366 Fair Value Measurements as of December 31, 2021 Accrued Liabilities Other Assets Other Receivables, net Foreign currency forward contracts: (U.S. Dollars in thousands) Cash flow hedges $ (222) $ — $ 2,183 Non-designated cash flow hedges (578) — 202 Bunker fuel hedges — — 1,023 Interest rate swap contracts — 10,102 — $ (800) $ 10,102 $ 3,408 Refer to Note 18 “Fair Value Measurements” for the presentation of fair value instruments within the consolidated balance sheets, which includes derivative financial instruments. The following tables represent Dole’s realized and unrealized derivative gains (losses) and respective location in the financial statements for all derivative instruments for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Year Ended December 31, 2022 Gains (losses) deferred in Accumulated Other Comprehensive Loss Cost of Sales Other income (expense), net Realized gains: (U.S. Dollars in thousands) Cash flow hedges $ — $ 22,546 $ — Non-designated cash flow hedges — 3,341 — Bunker fuel hedges — 2,834 — Total net realized gains $ — $ 28,721 $ — Unrealized gains (losses): Cash flow hedges $ (6,380) $ — $ — Non-designated cash flow hedges — 589 — Fair values hedges — — 469 Bunker fuel hedges — (3,437) — Interest rate swap contracts 49,002 — — Total net unrealized gains (losses) $ 42,622 $ (2,848) $ 469 Year Ended December 31, 2021 Gains deferred in Accumulated Other Comprehensive Loss Cost of Sales Other income (expense), net Realized gains (losses): (U.S. Dollars in thousands) Cash flow hedges $ — $ 2,399 $ — Non-designated cash flow hedges — (403) — Bunker fuel hedges — 2,358 — Total net realized gains $ — $ 4,354 $ — Unrealized gains (losses): Cash flow hedges $ 1,336 $ — $ — Non-designated cash flow hedges — 388 — Bunker fuel hedges — (1,645) — Interest rate swap contracts 10,102 — — Total net unrealized gains (losses) $ 11,438 $ (1,257) $ — Year Ended December 31, 2020 Gains deferred in Accumulated Other Comprehensive Loss Cost of Sales Other income (expense), net Unrealized (losses): (U.S. Dollars in thousands) Non-designated cash flow hedges $ — $ (682) $ — Total net unrealized (losses) $ — $ (682) $ — As of December 31, 2022, the Company expects approximately $20.3 million of deferred net gains from cash flow hedges to be reclassified from accumulated other comprehensive loss into earnings over the next 12 months. Refer to Note 21 “Stockholders’ Equity” for details on reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2022, December 31, 2021 and December 31, 2020 . |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The inputs used to measure fair value are based on a hierarchy that prioritizes observable and unobservable inputs used in valuation techniques. These levels, in order of highest to lowest priority, are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Fair Value of Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present the fair values of the Company’s assets and liabilities remeasured at fair value as of December 31, 2022 and December 31, 2021 . Fair Value Measurements as of December 31, 2022 Using Balance Sheet Classification Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant (Level 3) Total Foreign currency forward contracts: (U.S. Dollars in thousands) Other receivables, net $ — $ 1,366 $ — $ 1,366 Accrued liabilities — (5,932) — (5,932) Bunker fuel hedges: Accrued liabilities — (3,396) — (3,396) Interest rate swap contracts: Other assets — 59,104 — 59,104 Rabbi Trust investments: Short-term investments — — 5,367 5,367 Long-term investments — — 16,498 16,498 Contingent consideration: Contingent consideration — — (1,791) (1,791) Contingent consideration, less current portion — — (5,022) (5,022) Total $ — $ 51,142 $ 15,052 $ 66,194 Fair Value Measurements as of December 31, 2021 Using Balance Sheet Classification Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Foreign currency forward contracts: (U.S. Dollars in thousands) Other receivables, net $ — $ 2,385 $ — $ 2,385 Accrued liabilities — (800) — (800) Bunker fuel hedges: Other receivables, net — 1,023 — 1,023 Interest rate swap contracts: Other assets — 10,102 — 10,102 Rabbi Trust investments: Short-term investments — — 6,115 6,115 Long-term investments — — 23,433 23,433 Contingent consideration: Contingent consideration — — (2,958) (2,958) Contingent consideration, less current portion — — (4,302) (4,302) Total $ — $ 12,710 $ 22,288 $ 34,998 The table below sets forth a summary of changes in the fair value of the Level 3 investments, excluding contingent consideration and pension assets, for the years ended December 31, 2022 and December 31, 2021: Fair Value Measurements Using Significant (U.S. Dollars in thousands) Balance as of December 31, 2020 $ 406 Additions from the acquisition of Legacy Dole 29,574 Transfers out of Level 3 investments (406) Net realized and unrealized losses recognized in earnings (286) Plan contributions 1,210 Plan distributions (950) Balance as of December 31, 2021 $ 29,548 Net realized and unrealized losses recognized in earnings* (3,835) Plan contributions 458 Plan distributions (4,306) Balance as of December 31, 2022 $ 21,865 * Net amount comprised realized losses of $0.1 million and unrealized losses of $3.7 million recorded in other income (expense), net, in the consolidated statements of operations. The assets and liabilities that are required to be recorded at fair value on a recurring basis are derivative instruments, contingent consideration and Rabbi Trust investments. The fair values of the Company’s derivative instruments are determined using Level 2 inputs, which are defined as “o bservable prices that are based on inputs not quoted on active markets but corroborated by market data.” The fair values of the foreign currency forward contracts, the interest rate swaps and bunker fuel hedges were estimated using internal discounted cash flow calculations based upon forward foreign currency exchange rates, bunker fuel futures, interest rate yield curves or quotes obtained from brokers for contracts with similar terms, less any credit valuation adjustments based on Dole’s own credit risk and any counterparties' credit risk. Dole’s SERP and ESP plans are funded through investments in Rabbi Trusts. As of December 31, 2022, securities totaled $21.9 million, of which $5.4 million was classified as short-term and included in short-term investments in the consolidated balance sheets, and $16.5 million was classified as long-term and included in long-term investments in the consolidated balance sheets. As of December 31, 2021, securities totaled $29.5 million of which $6.1 million was classified as short-term and $23.4 million was classified as long-term. Dole estimates the fair value of its Rabbi Trust investments using prices provided by its custodian, which are based on various third-party pricing services or valuation models developed by the underlying fund managers. The Rabbi Trust investments are held by the custodian in various Master Trust Units (“MTUs”), where the fair value is derived from the individual investment components. Each investment within the MTU is individually valued, after considering gains, losses, contributions and distributions, and the collective value of the MTU represents the total fair value. Dole has evaluated the methodologies used by the custodian to develop the estimate of fair value and assessed whether such valuations are representative of fair value, including net asset value. Dole has determined the valuations to be Level 3 inputs, because they are based upon significant unobservable inputs. The table below sets forth a summary of changes in the fair value of the Level 3 contingent consideration for the years ended December 31, 2022 and December 31, 2021: Fair Value Measurements Using Significant (U.S. Dollars in thousands) Balance as of December 31, 2020 $ (10,698) Additions (944) Payments 5,031 Remeasurement loss (1,036) Foreign exchange impact 387 Balance as of December 31, 2021 $ (7,260) Additions (2,907) Payments 2,909 Remeasurement gain 14 Foreign exchange impact 431 Balance as of December 31, 2022 $ (6,813) The carrying value of contingent consideration in the consolidated balance sheets approximates fair value based on the present value of the expected payments, discounted using a risk-adjusted rate. The expected payments are determined by forecasting the acquiree's earnings over the applicable period. Dole has determined the valuations are Level 3 inputs, because they are based upon significant unobservable inputs. Fair Value of Financial Instruments In estimating the Company’s fair value disclosures for financial instruments, Dole used the following methods and assumptions: Cash and cash equivalents: These items have carrying values reported in the consolidated balance sheets that approximate fair value due to their liquid nature, and they are classified as Level 1. Short-term trade and grower receivables: These items have carrying values reported in the consolidated balance sheets that are net of allowances, and they are classified as Level 2. Trade payables: These items have carrying values reported in the consolidated balance sheets that approximate fair value, and they are classified as Level 2. Notes receivable : These items have carrying values reported in the consolidated balance sheets that approximate fair value, and they are classified as Level 2. Long-term grower receivables : These items have carrying values reported in the consolidated balance sheets that are net of allowances, and they are classified as Level 2. Finance and operating leases: The carrying value o f finance lease obligations reported in the consolidated balance sheets approximates fair value based on current interest rates, which contain an element of default risk. The fair value of finance lease obligations is estimated using Level 2 inputs based on quoted prices for those or similar instruments. For operating leases, Dole uses the rate implicit in the lease to discount leases payments to present value, when available. However, most leases do not provide a readily determinable implicit rate. Therefore, the Company’s incremental borrowing rate is used to discount the lease payments based on information available at lease commencement. Interest-bearing loans and borrowings: For floating rate interest-bearing loans and borrowings with a contractual repricing date of less than six months, the nominal amount is deemed to reflect fair value. For loans with repricing dates of greater than one year, f air value is calculated based on the present value of the expected future principal and interest cash flows, discounted at interest rates effective at the reporting date and adjusted for movements in credit spreads. Based on these inputs, the derivative assets or liabilities are classified as Level 2. Fair Value of Debt Dole estimates the fair valu e of its Term Loan A and Term Loan B based on the bid side of current quoted market prices. The carrying values for Term Loan A and Term Loan B, net of debt discounts and debt issuance costs, and gross estimated fair values of Dole’s debt based on Level 2 inputs in the fair value hierarchy are summarized below: December 31, 2022 December 31, 2021 (U.S. Dollars in thousands) Carrying Value $ 806,326 $ 815,764 Estimated Fair Value $ 795,039 $ 833,637 See Note 14 “Debt” for additional detail on long-term debt instruments. Credit Risk |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Commitments In order to secure sufficient product, packaging, agrochemicals and other supplies to meet demand and maximize volume incentive rebates, the Company has historically entered into non-cancelable agreements with independent vendors and growers for purchases in the normal course of business. Prices under these agreements are generally tied to prevailing market rates, and contract terms generally range fro m one hough the majority have terms of one year and are renegotiated annually. For the years ended December 31, 2022 and December 31, 2021, estimated purchases under these contracts were approxima tely $1.2 billion and $448.1 m illion, respectively. For the year ended December 31, 2020, purchases under these types of contracts we re not materi al, as these arrangements are not in the normal course of Legacy Total Produce’s operations. As of December 31, 2022, aggregate estimated future payments under such purchase commitments, based on December 2022 pricing and volumes, were as follows: Amount (U.S. Dollars in thousands) 2023 $ 973,186 2024 508,249 2025 370,423 2026 260,593 2027 260,593 Thereafter 362,764 Total $ 2,735,808 Dole has numerous collective bargaining agreements with various unions covering approximately 31.4% of Dole’s workforce. Of these unionized employees, 24.3% are covered under a collective bargaining agreement that will expire within one year, and the remaining 75.7% are covered under collective bargaining agreements expiring beyond the upcoming year. These agreements are subject to periodic negotiation and renewal. Failure to renew any of these collective bargaining agreements may result in a strike or work stoppage; however, management does not expect that the outcome of these negotiations and renewals will have a material adverse impact on Dole’s financial condition or results of operations. Guarantees and Other Contingencies Dole provides guarantees for obligations of subsidiaries to third parties directly and indirectly through letters of credit from its revolving credit facilities, other major banking institutions and surety bonds issued by insurance companies. These letters of credit, bank guarantees and surety bonds are required by certain regulatory authorities, suppliers and other operating agreemen ts and generally have contract terms of one As of December 31, 2022 and December 31, 2021, total letters of credit, ban k guarantees and surety bonds outstanding under these arrangements were $61.4 million and $68.8 million, respectively, which represents the maximum potential future payments that Dole could be required to make. Additionally, the Company guarantees certai n bank borrowings and other obligations of certain equity method investees. As of December 31, 2022 and December 31, 2021, total guarantees under these arrangements were $9.2 million and $13.9 million, respectively, which represents the maximum potential future payments that Dole could be required to make. Each of the following Irish registered subsidiaries of the Company may avail of the exemption from filing its statutory financial statements for the year ended December 31, 2022 as permitted by Section 357 of the Companies Act 2014. If any of these Irish registered subsidiaries of the Company elects to avail of this exemption, there will be in force an irrevocable guarantee from the Company in respect of all commitments entered into by such wholly-owned subsidiary, including amounts shown as liabilities (within the meaning of Section 357 (1) (b) of the Companies Act 2014) in such wholly-owned subsidiary’s statutory financial statements for the year ended December 31, 2022: • Dole Management Services Limited • Finantic Limited • Total Produce International Holdings Limited • Dole Ireland Limited • Uniplumo (Ireland) Limited • Dole Receivables DAC In February of 2020, the State of Hawaii and Department of Land and Natural Resources provided notice to Dole of a deficiency in the spillway and embankment stability of a Company-owned reservoir that requires mediation by 2025. Dole contracted a third party to perform an improvement study which resulted in an estimate of costs to modify the spillway of approximately $20.0 million. As the impacted reservoir is currently being actively marketed to potential buyers, the Company does not deem a resulting loss from the contingency to be probable and, thus, has not recognized a liability in the consolidated balance sheets. All actively marketed property was adjusted to fair market value through the purchase price allocation to reflect current market conditions. See Note 4 “Business Combinations and Transactions” for additional detail. In December of 202 1 and January 2022, Dole issued voluntary recalls of packaged salads processed at certain Fresh Vegetables facilities due to a possible contamination of L isteria monocytogenes. During the years ended December 31, 2022 and December 31, 2021, the Company incurred $15.8 million and $17.6 million, respectively, of exceptional one-off costs related to the recalls, which were recorded in cost of sales or selling, marketing, general and administrative expenses in the consolidated statements of operations, based on the nature of the cost. Beginning in the second quarter of 2022, any additional impact from the recalls was treated as costs from ongoing operations, and as of December 31, 2022, the estimated contingent liability for legal claims related to the recall that have not yet been settled was not material. Legal Contingencies Dole is involved from time t o time in claims and legal actions incidental to its operations, both as plaintiff and defendant. Legal fees are expensed as incurred or expected to be incurred when the resulting loss from legal matters related to underlying events that have already occurred is probable and estimable. Dole has established what management currently believes to be adequate reserves for pending legal matters. These reserves are established as part of an ongoing worldwide assessment of claims and legal actions that takes into consideration such items as changes in the pending case load (including resolved and new matters), opinions of legal counsel, individual developments in court proceedings, changes in the law, changes in business focus, changes in the litigation environment, changes in opponent strategy and tactics, new developments as a result of ongoing discovery and past experience in defending and settling similar claims. In the opinion of management, after consultation with legal counsel, the claims or actions to which Dole is a party are not expected to have a material adverse effect, individually or in the aggregate, on Dole’s results of operations, financial condition or cash flows. DBCP Cases: Dole Food Company, Inc., and certain of its subsidiaries are involved in lawsuits pending in the U.S. and in foreign countries alleging injury because of exposure to the agricultural chemical DBCP (1,2- dibromo-3-chloropropane). Currently, there are approximately 180 lawsuits in various stages of proceedings alleging injury or seeking enforcement of Nicaragua judgments, most of which are pending in Nicaragua and are inactive. In addition, there are multiple labor cases pending in Costa Rica under that country’s national insurance program. Settlements have been reached that, when fully implemented, will significantly reduce DBCP litigation in Nicaragua and the Philippines. Currently, claimed damages in DBCP cases worldwide total approximately $17.8 billion, with lawsuits in Nicaragua representing almost all this amount. Twenty-Four of the cases in Nicaragua have resulted in judgments, although many of these are being eliminated as part of the current settlements. The Company believes that none of the Nicaraguan judgments that remain will be enforceable against any Dole entity in the U.S. or in any other country. As to all the DBCP matters, Dole has denied liability and asserted substantial defenses. The Company believes there is no reliable scientific basis for alleged injuries from the agricultural field application of DBCP. Although no assurance can be given concerning the outcome of the DBCP cases, in the opinion of management, after consultation with legal counsel and based on experience defending and resolving DBCP claims, neither the pending lawsuits and claims nor their resolution are expected to have a material adverse effect on Dole’s financial position or results of operations, because the probable loss is not material. Former Shell Site: Beginning in 2009, Shell Oil Company and Dole Food Company, Inc. were sued in several cases filed in Los Angeles Superior Court by the City of Carson and persons claiming to be current or former residents in the area of a housing development built in the 1960s by a predecessor of what is now a Dole subsidiary, Barclay Hollander Corporation (“BHC”), on land that had been owned and used by Shell as a crude oil storage facility for 40 years prior to the housing development. The homeowner and City of Carson complaints have been settled and the litigation has been dismissed. On May 6, 2013, Shell filed a complaint against Dole Food Company, Inc. (which was later voluntarily dismissed), BHC and Lomita Development Company (“Lomita”), seeking indemnity for the costs associated with the lawsuits discussed above (approximately $90.0 million plus attorney fees) and for the cleanup discussed below (approximately $310.0 million, although this number is only an estimate). Shell’s indemnification claims were based on an early entry side agreement between Shell and an entity related to BHC and on claims based in equity. The trial court dismissed Shell’s contract-based claims and eliminated Shell’s demands for indemnification related to the homeowner and City of Carson cases. Shell’s equitable claims related to the cleanup costs were tried and, on November 9, 2022, the jury delivered a verdict deciding that Shell properly incurred and will incur a total of $266.6 million in cleanup costs, and that BHC should bear 50.0% of those costs, or $133.3 million. BHC has filed an appeal. The California Regional Water Quality Control Board (“Water Board”) is supervising the cleanup on the former Shell site. On March 11, 2011, the Water Board issued a Cleanup and Abatement Order (“CAO”) naming Shell as the Discharger and a Responsible Party and ordering Shell to assess, monitor and cleanup and abate the effects of contaminants discharged to soil and groundwater at the site. On April 30, 2015, the CAO was amended to also name BHC as a discharger. BHC appealed this CAO revision to the California State Water Resources Control Board, which appeal was denied by operation of law when the Water Board took no action. On September 30, 2015, BHC filed a writ petition in the Superior Court challenging the CAO on several grounds. The trial court denied BHC’s petition, which denial was subsequently upheld by the California Court of Appeals, thereby ending BHC’s challenge to the CAO revision naming BHC as a discharger. In the opinion of management, after consultation with legal counsel, the claims or actions related to the former Shell site are not expected to have a material adverse effect, individually or in the aggregate, on Dole’s, results of operations, financial condition or cash flows because management believes the risk of loss is remote. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Balmoral International Land Holdings plc (“Balmoral”) is a related party of Dole plc, because the Chair of the Board of Dole plc is also the Chair of the Board of Balmoral. In the years ended December 31, 2022, December 31, 2021 and December 31, 2020, a subsidiary of Dole sub-leased or leased buildings to or from Balmoral, was in receipt of property management services from Balmoral and provided IT management services to Balmoral. For the years ended December 31, 2022, December 31, 2021 and December 31, 2020, total net expenses related to Balmoral were $2.0 million, $1.6 million and $1.4 million, respectively. Balkan Investment Company (“Balkan”) is a related party of the Company, because it is the beneficial owner of more than 5% of the Company’s Ordinary shares. In the year ended December 31, 2022, a subsidiary of Dole sub-leased a portion of a building and provided other services to Balkan. Total income received for the year ended December 31, 2022 was $0.1 million and was not material for the years ended December 31, 2021 and December 31, 2020. Mr. Murdock is a significant shareholder of Dole plc and former owner of Legacy Dole. Mr. Murdock owns, inter alia, the real estate company, Castle and Cooke, Inc. Net expenses from various companies of Mr. Murdock were $4.3 million for the year ended December 31, 2022 and primarily relate to the lease of equipment. Net expenses amounted to $0.6 million and were not material for the years ended December 31, 2021 and December 31, 2020, respectively. See Note 23 “Investments in Unconsolidated Affiliates” for details of transactions with equity method investees, Note 16 “Leases” for details of lease-related liabilities with related parties and Note 19 “Commitments and Contingencies” for details of related party guarantees. All other transactions with related parties were not material for the years ended December 31, 2022, December 31, 2021 and December 31, 2020, and other outstanding receivables from and payables to related parties were not material as of December 31, 2022 and December 31, 2021. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Common Stock As of December 31, 2022, the Company was authorized to issue 600.0 million total shares of capital stock, consisting of 300.0 million shares of common stock and 300.0 million shares of preferred stock. As of December 31, 2022, there were 94.9 million shares of common stock outstanding and no shares of preferred stock outstanding. A rollforward of share activity as of December 31, 2022 and December 31, 2021 was as follows: Amount (In thousands) Outstanding shares as of December 31, 2020 410,725 Net shares issued related to stock-based compensation 4,545 Cancellation of treasury shares (22,000) Total Produce share exchange (337,088) Shares issued to the C&C Parties 11,917 Primary IPO Transaction issuance 25,000 Secondary issuance 1,779 Outstanding shares as of December 31, 2021 94,878 Net shares issued related to stock-based compensation 21 Outstanding shares as of December 31, 2022 94,899 Stock-Based Compensation The Company’s primary stock-based com pensation plan is the 2021 Omnibus Incentive Compensation Plan (“the Plan”), u nder which to date, share options and two different types of restricted stock units (“RSUs”) have been issued. The purpose of the Plan is to benefit and advance the interests of Dole by attracting, retaining and motivating participants and to compensate participants for contributions to the success of the Company. Upon exercise of stock options or vesting of RSUs, new shares are issued from existing authorization. A total of 7.4 million shares of the Company’s common stock were initially reserved for issuance pursuant to the Omnibus Plan. Upon the exercise of any option or vesting of any RSU, the related award is cancelled to the extent of the number of shares exercised or vested, and that number of shares is no longer available under the Plan. If any part of the award terminates without delivery of the related shares, the extent of the award will then be available for future grant under the Plan. As of December 31, 2022, there were 6.1 million shares available for future grant under the Plan and 1.3 million shares available for future issue under awards granted. Compensation expense for stock options is determined based on the grant date fair value of the award, calculated using the Black Scholes options-pricing model. Company stock options generally vest over a three-year service period and expire ten years from the date of grant . Forfeitures are estimated on the date of grant based on historical forfeiture rates, and compensation expense is adjusted based on actual forfeitures. The weighted-average grant date fair value per share of stock options granted during 2021 was $4.47. In the year ended December 31, 2022, additional RSU awards were issued under the Plan that vest over a one The following table summarizes the assumptions used for estimating the fair values of the stock options and RSUs with a market condition upon grant date: Assumption RSUs with a market condition Stock Options Risk-free interest rate 2.1 % 0.9 % Expected volatility 45.0 % 32.5 % Dividend yield 2.5 % 1.5 % Expected term (years) N/A 6.5 For the year ended December 31, 2022, a rollforward of share-based compensation awards outstanding by number and weighted-average exercise price of stock options or weighted-average grant-date fair value of RSUs and RSUs with a market condition was as follows: Stock Options RSUs RSUs with a market condition Number of shares Weighted-average exercise price Number of shares Weighted-average grant date fair value Number of shares Weighted-average grant date fair value (Number of shares in thousands and weighted-average amounts are U.S. dollars per share) Outstanding awards as of December 31, 2021 453 $ 15.72 209 $ 15.88 — $ — Granted — — 261 12.88 425 13.70 Vested — — (40) 12.87 — — Forfeited — — (18) 13.59 (25) 15.33 Outstanding awards as of December 31, 2022 453 $ 15.72 412 $ 13.71 400 $ 13.59 For the year ended December 31, 2022, stock-based compensation expense related to the Plan wa s $4.5 mi llion and was not material for the years ended December 31, 2021 and December 31, 2020. Stock-based compensation expense related to the Plan is recorded in selling, marketing, general and administrative expenses in the consolidated statements of operations. The total unrecognized compensation cost related to the unvested awards as of December 31, 2022 and December 31, 2021 w as $8.4 million and $4.4 million, respectively. The remaining unrecognized compensation cost as of December 31, 2022 will be recognized over a weighted-average period of approximately 1.9 years. Dividends Declared The following table summarizes dividends per share declared for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Date Declared Amount (per share) (U.S. Dollars) 11/16/2022 $ 0.08 8/22/2022 $ 0.08 5/24/2022 $ 0.08 3/14/2022 $ 0.08 12/2/2021 $ 0.08 5/28/2021 $ 0.03 1/29/2021 $ 0.01 9/2/2020 $ 0.03 The following table summarizes total dividends declared for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) Dividends $ (30,582) $ (24,699) $ (11,875) Dole’s ability to declare and pay dividends is subject to limitations contained in its various debt agreements. As of December 31, 2022, Dole had $19.6 million available to declare or pay a dividend. See Note 26 “Subsequent Events” for further detail on dividends declared after December 31, 2022. Accumulated Other Comprehensive Loss Dole’s accumulated other comprehensive loss primarily consists of unrealized foreign currency translation gains and losses, unrealized derivative gains and losses and pension and postretirement obligation adjustments. A rollforward of the changes in accumulated other comprehensive loss, disaggregated by component, was as follows for the years ended December 31, 2022, December 31, 2021 and December 31, 2020. Changes in Accumulated Other Comprehensive Loss by Component Fair Value of Derivatives Pension & Other Postretirement Benefits Foreign Currency Translation Total (U.S. Dollars in thousands) Balance as of December 31, 2019 $ — $ (65,065) $ (66,539) $ (131,604) Other comprehensive income (loss) attributable to Dole plc before reclassifications, net of tax (2,578) (13,451) 17,759 1,730 Gross amounts reclassified from accumulated other comprehensive loss — 1,295 — 1,295 Tax reclassified from accumulated other comprehensive loss — (224) — (224) Net other comprehensive income (loss) attributable to Dole plc (2,578) (12,380) 17,759 2,801 Balance as of December 31, 2020 $ (2,578) $ (77,445) $ (48,780) $ (128,803) Other comprehensive income (loss) attributable to Dole plc before reclassifications, net of tax 14,085 1,857 (27,669) (11,727) Reclassification of pension activity to accumulated other comprehensive loss* — 15,462 — 15,462 Gross amounts reclassified from accumulated other comprehensive loss (3,739) 378 1,721 (1,640) Tax reclassified from accumulated other comprehensive loss 863 (74) — 789 Net other comprehensive income (loss) attributable to Dole plc 11,209 17,623 (25,948) 2,884 Balance as of December 31, 2021 $ 8,631 $ (59,822) $ (74,728) $ (125,919) Other comprehensive income (loss) attributable to Dole plc before reclassifications, net of tax 48,448 21,530 (38,329) 31,649 Gross amounts reclassified from accumulated other comprehensive loss (22,447) 1,548 5,445 (15,454) Tax reclassified from accumulated other comprehensive loss 5,785 (194) — 5,591 Net other comprehensive income (loss) attributable to Dole plc 31,786 22,884 (32,884) 21,786 Balance at December 31, 2022 $ 40,417 $ (36,938) $ (107,612) $ (104,133) *See Note 2 “Basis of Presentation and Summary of Significant Accounting Policies” for details on the reclassification of pension activity in the year ended December 31, 2021. For the year ended December 31, 2022, gross amounts reclassified out of accumulated other comprehensive loss included the following: • The reclassification of net gains of $22.4 million related to the fair value of cash flow hedges, of which $22.4 million was reclassified to cost of sales and an immaterial amount was reclassified to interest expense. • The reclassification of net losses of $1.5 million related to pension and postretirement benefits to net periodic benefit cost. • The reclassification of net losses of $5.4 million related to foreign currency translation to other income (expense), net. For the year ended December 31, 2021, gross amounts reclassified out of accumulated other comprehensive loss included the following: • The reclassification of net gains of $3.7 million related to the fair value of cash flow hedges, of which $2.3 million was reclassified to cost of sales and $1.4 million was reclassified to equity method earnings. • The reclassification of net losses of $0.4 million related to pension and postretirement benefits, of which $2.1 million was reclassified into net periodic benefit cost, offset by a $1.7 million gain reclassified to equity method earnings. • The reclassification of net losses of $1.7 million related to foreign currency translation which was reclassified to equity method earnings. For the year ended December 31, 2020, gross amounts reclassified out of accumulated other comprehensive loss included $1.3 million of net losses reclassified to net periodic benefit cost. |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTERESTS | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE NONCONTROLLING INTERESTS | REDEEMABLE NONCONTROLLING INTERESTS For certain consolidated subsidiaries, the Company owns a controlling equity stake, and a third party or key member of the business’ management team owns a minority portion of the equity. The financial position and financial performance of these subsidiaries are included in Dole’s consolidated balance sheets and statements of operations, and consolidated net income is adjusted in the consolidated statements of operations to exclude the proportionate share of results attributable to the NCI. Some of this NCI is subject to redemption features, such as put options, and is considered redeemable NCI. Equity attributable to the redeemable NCI is presented as mezzanine equity within the consolidated balance sheets, and the proportionate share of NCI not subject to a redemption provision that is outside of Dole’s control is presented as equity in the consolidated balance sheets. The following table presents the changes in redeemable NCI for each of the years ended December 31, 2022 and December 31, 2021: Amount (U.S. Dollars in thousands) Balance as of December 31, 2020 $ 30,317 Share of net income 3,304 Share of items recognized in other comprehensive (loss) (1,054) Dividends paid to redeemable noncontrolling interest holders (5,972) Accretion to redemption value recognized in additional paid-in capital 6,332 Foreign exchange impact (151) Balance as of December 31, 2021 32,776 Share of net income 3,455 Share of items recognized in other comprehensive (loss) (437) Dividends paid to redeemable noncontrolling interest holders (4,085) Accretion to redemption value recognized in additional paid-in capital 2,385 Foreign exchange impact (1,783) Balance as of December 31, 2022 $ 32,311 As of December 31, 2022, the balance of $32.3 million represents the carrying value of the redeemable NCI in the consolidated balance sheets. The total redemption value of the instruments was $37.8 million |
INVESTMENTS IN UNCONSOLIDATED A
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS IN UNCONSOLIDATED AFFILIATES | INVESTMENTS IN UNCONSOLIDATED AFFILIATES As of December 31, 2022, Dole’s investments in unconsolidated affiliates were $124.2 million, of which $120.9 million represented equity method investments, and $3.3 million represented investments in which Dole does not have significant influence. As of December 31, 2021, following the Acquisition and derecognition of Legacy Dole as an equity method investment, Dole’s investments in unconsolidated affiliates were $128.4 million, of which $126.5 million represented equity method investments, and $1.9 million represented investments in which Dole does not have significant influence. There are no significant investees in which Dole holds 20.0% or more of their voting stock that are not accounted for using the equity method of accounting. Dole’s consolidated net income includes its proportionate share of the net income or loss of equity method investments in affiliates. When Dole records its proportionate share of net income, it increases equity method earnings in the consolidated statements of operations and the carrying value in that investment in the consolidated balance sheets. Conversely, when Dole records its proportionate share of a net loss, it decreases equity method earnings in the consolidated statements of operations and the carrying value in that investment in the consolidated balance sheets. Cash dividends received from investments in which Dole does not have significant influence are recorded in other income (expense), net, and have historically not been significant. Legacy Dole Prior to the Acquisition described in Note 4 “Business Combination and Transactions”, Total Produce had a 45.0% equity ownership interest in Legacy Dole, with a carrying value at the time of Acquisition of approximately $259.0 million. As a part of the Acquisition, Legacy Dole became a subsidiary of Dole plc and the acquiree of Total Produce. As such, Legacy Dole results are included in the consolidated results of the Company from the Acquisition Date to December 31, 2022. The following table provides a rollforward of the carrying amount of Total Produce’s 45.0% investment in Legacy Dole as of December 31, 2021: Amount (U.S. Dollars in thousands) Carrying amount as of December 31, 2020 $ 340,485 Share of net income 38,874 Share of other comprehensive income 3,999 Share of repayment of receivable from affiliates 469 Impairment (122,926) Equity method investment becoming subsidiary (259,000) Foreign exchange impact (1,901) Carrying amount as of December 31, 2021 $ — Summarized financial information for Legacy Dole for the period from January 1, 2021 to July 29, 2021, for the year ended December 31, 2020 and as of July 29, 2021 are as follows in the tables below. Unless otherwise noted, the results included herein represent Legacy Dole’s operations rather than the share attributable to the Company. Period Ended Year Ended July 29, December 31, 2020 Summary Statements of Operations: (U.S. Dollars in thousands) Revenue, net $ 2,878,597 $ 4,671,999 Cost of sales (2,601,253) (4,306,200) Selling, marketing, general and administrative expenses (124,417) (189,912) Net interest expense (36,998) (72,906) Equity method earnings 27 2,149 Other income (expense), net 2,859 (29,305) Income tax expense (30,557) (25,332) Loss from discontinued operations — (43) Less: Net income attributable to noncontrolling interests (1,872) (1,854) Net income attributable to equity shareholders $ 86,386 $ 48,596 Dole plc share of net income attributable to equity shareholders $ 38,874 $ 21,868 July 29, 2021 Summary Balance Sheets: (U.S. Dollars in thousands) Current assets $ 927,026 Intangible assets 278,079 Property, plant and equipment 1,094,605 Operating lease right-of-use assets 224,451 Assets held-for-sale 5,357 Other non-current assets 157,891 Debt (1,378,473) Operating lease liabilities (221,072) Other non-current liabilities (332,931) Other current liabilities (626,609) Noncontrolling interest (10,252) Net assets 118,072 Total Produce share of net assets 53,132 Goodwill 328,794 Impairment recognized upon the Acquisition (122,926) Carrying amount of investment $ 259,000 Prior to the Acquisition Date, the Company did not provide any financial support to Legacy Dole that the Company was not contractually obligated to provide nor any guarantees in respect of debt issued by Legacy Dole. The following table presents the Company’s maximum exposure to loss in Dole as a VIE as of July 29, 2021: July 29, 2021 (U.S. Dollars in thousands) Carrying value of equity investment in Legacy Dole $ 259,000 Maximum exposure to loss $ 259,000 The maximum exposure to loss represents the amount that would have been absorbed by the Company in the event that all of the assets held in the VIE had no value. The following table presents sales to and purchases from Legacy Dole for the period from January 1, 2021 to July 29, 2021 and for the year ended December 31, 2020: Period Ended Year Ended July 29, 2021 December 31, 2020 (U.S. Dollars in thousands) Sales $ 9,974 $ 8,900 Purchases $ 30,856 $ 49,000 The following table presents amounts due from and to Legacy Dole as of July 29, 2021: July 29, 2021 (U.S. Dollars in thousands) Amounts due from Legacy Dole presented within accounts receivable $ 1,800 Amounts due to Legacy Dole presented within accounts payable $ 8,700 Investments in Other Unconsolidated affiliates A rollforward of the carrying amount of Dole’s investments in unconsolidated affiliates, other than Legacy Dole, as of December 31, 2022 and December 31, 2021 was as follows: Amount (U.S. Dollars in thousands) Carrying amount as of December 31, 2020 $ 118,072 Share of income after tax 14,851 Acquisition of Legacy Dole investments 22,314 Other additions 3,242 Gain on step-up acquisition of other equity method investments 7,670 Equity method investments becoming subsidiaries (11,970) Disposals (9,537) Dividends received from investments (10,611) Foreign exchange impact and other (5,624) Carrying amount as of December 31, 2021 $ 128,407 Share of income after tax 7,270 Additions 3,450 Subsidiary becoming equity method investment 712 Disposals (1,087) Dividends received from investments (9,391) Foreign exchange impact and other (5,122) Carrying amount as of December 31, 2022 $ 124,239 The Company recognized income tax expense of $0.3 million, $0.8 million and $1.6 million during the years ended December 31, 2022, December 31, 2021, and December 31, 2020, respectively, related to equity method investments. Investments in unconsolidated affiliates becoming subsidiaries For the year ended December 31, 2022, step-up acquisitions were not material. During the year ended December 31, 2021, in addition to the acquisition of Legacy Dole, the Company purchased additional shares in equity method investees, which resulted in the investees being consolidated as subsidiaries of the Company from the date of acquisition of additional shares. For the year ended December 31, 2021, the following step-up acquisitions occurred: • Moorberries BV: A grocery wholesaler based in the Netherlands, in which the Company acquired a 100% ownership interest. • Fruktimporten Stockholm: A grocery wholesaler based in Sweden, in which the Company acquired an 83.2% ownership interest. • OTC Organics BV: A company that specializes in organically grown products based in the Netherlands, in which the Company acquired a 100% ownership interest. The aggregate total carrying value of these investees was $4.3 million as of the respective acquisition dates. As part of these acquisitions, the Company paid an aggregate $8.1 million in cash consideration. The total gain from these step-up acquisitions was $7.7 million, and goodwill recorded was $15.2 million after considering the original fair value of the investment held. During the year ended December 31, 2020, the Company acquired additional shares in Eco Farms, a company based in the U.S. that specializes in avocado production, which resulted in Eco Farms becoming a subsidiary at an ownership percentage of 65%. Prior the acquisition, the total carrying value of this investee was $5.3 million. The Company paid $5.9 million in cash consideration and $0.7 million in contingent consideration. There was no gain or loss recognized from this step-up acquisition. Disposal of equity method investees During the year ended December 31, 2022, the Company disposed of its 50% associate investment in Suri Agro Fresh Private Limited, a fresh produce company based in India, which had a carrying value of $1.1 million as of the disposal date. As a result of this disposal, the Company recognized a $0.6 million loss. During the year ended December 31, 2021, the Company disposed of a 50% joint venture investment in Peviani S.p.A., a fresh produce company based in Italy, which had a carrying value of $9.4 million as of the disposal date. As a result of this disposal, the Company recognized a $1.1 million gain. Disposals of equity method investments were not material for the year ended December 31, 2020. Summarized Financial Information - Other Investments Summarized aggregated financial information for all other equity method investments for the years ended December 31, 2022, December 31, 2021 and December 31, 2020 and as of December 31, 2022 and December 31, 2021 are as follows in the tables below. Unless stated otherwise, the information reflects the amounts reported in the financial statements of the investment entities rather than the share attributable to the Company. Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Summary Statements of Operations: (U.S. Dollars in thousands) Revenue, net $ 1,720,489 $ 1,760,608 $ 1,605,660 Cost of sales (1,614,293) (1,601,557) (1,383,617) Other activity (88,759) (123,603) (187,547) Net income $ 17,437 $ 35,448 $ 34,496 Net income attributable to Dole plc $ 7,270 $ 14,851 $ 15,168 December 31, 2022 December 31, 2021 Summary Balance Sheets: (U.S. Dollars in thousands) Current assets $ 334,317 $ 343,000 Non-current assets 297,337 325,094 Current liabilities (221,370) (243,986) Non-current liabilities (147,507) (147,583) Noncontrolling interest (2,057) (2,686) Net assets $ 260,720 $ 273,839 Dole plc share of net assets 94,318 99,533 Goodwill 26,551 27,001 Carrying amount of investments $ 120,869 $ 126,534 Transactions with Other Unconsolidated affiliates The following table presents sales to and purchases from other investments in unconsolidated affiliates for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) Sales $ 124,084 $ 110,797 $ 104,721 Purchases $ 161,841 $ 141,975 $ 64,204 The following tables presents amounts due from and to investments in unconsolidated affiliates as of December 31, 2022 and December 31, 2021: December 31, 2022 December 31, 2021 (U.S. Dollars in thousands) Amounts due from investments in unconsolidated affiliates presented within trade receivables $ 27,950 $ 21,389 Amounts due from investments in unconsolidated affiliates presented within other receivables $ 3,224 $ — Amounts due to investments in unconsolidated affiliates presented within accounts payable $ 9,225 $ 13,897 Amounts due from investments in unconsolidated affiliates presented within other assets $ 8,396 $ 9,314 Reconciliation of Equity Method Earnings The following table provides a reconciliation of equity method earnings in the consolidated statements of operations for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) Equity method earnings - other than Legacy Dole $ 7,270 $ 14,851 $ 15,168 Equity method earnings - Legacy Dole — 38,874 21,868 Deferred income tax expense related to Legacy Dole — (10,441) (6,757) Share of equity method earnings 7,270 43,284 30,279 Impairment of original 45.0% investment in Legacy Dole — (122,926) — Gain on preexisting contractual arrangements with Legacy Dole — 93,000 — Gain on release of deferred tax reserves attributable to Legacy Dole — 20,124 — Gain on release of Legacy Dole indemnities — 4,403 — Gain on release of cumulative equity reserves attributable to Legacy Dole — 1,376 — Net impact of step-up acquisition of Legacy Dole — (4,023) — Gain on step-up acquisition of other equity method investments — 7,670 — Gain (loss) on disposal of equity method investment (544) 1,096 — Equity method earnings $ 6,726 $ 48,027 $ 30,279 |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES | VARIABLE INTEREST ENTITIES Judgement is used when determining (i) whether an entity is a VIE; (ii) who are the variable interest holders; (iii) the elements and degree of control that each variable interest holder has; and (iv) ultimately which party is the primary beneficiary (“PB”). Unconsolidated VIEs The VIEs in which Dole has variable interests but is not the PB are not consolidated and are accounted for using the equity method of accounting. The Company holds variable interests in a fresh produce business, El Parque, which is considered a VIE in which Dole is not the PB. On December 16, 2016, the Company acq uired shares in El Parque. As of December 31, 2022, Dole has 50.000% of the series A shares and 49.995% of the series B shares in El Parque, with remaining series A shares held by Inversiones Dona Isidora Limitada (“IDI”) and remaining series B shares held by individual investors. The El Parque Board of Directors comprises four members, two from Dole and two from IDI. Dole and IDI both have equal management representation on the board and equity participation, as only series A shares have voting rights. Further, all significant activities of El Parque are managed by the unanimous consent of the board. Therefore, Dole does not meet the power criteria required to be considered the PB nor holds a controlling financial interest in El Parque. During the years ended December 31, 2022, December 31, 2021 and December 31, 2020, the Company did not provide any financial support to or guarantees in respect of debt issued by El Parque. Dole’s maximum exposure to loss represents the amount that would be absorbed by the Company in the event that all assets held in El Parque had no value. As of December 31, 2022 and December 31, 2021, Dole’s maximum exposure to loss in El Parque was equivalent to the carrying value of its investment in the entity of $10.7 million and $8.5 million, respectively. Prior to the Acquisition, Legacy Dole was also a VIE in which the Company was not the PB. Legacy Dole was determined to be a VIE, as the Company’s voting interest and economic interest were not proportionate. See Note 23 “Investments in Unconsolidated Affiliates” for further detail. Consolidated VIEs Dole consolidates the results of one VIE, EurobananCanarias S.A. (“EBC”), a Canary Islands fruit produce business, as Dole holds 50.0% of its shares and is deemed to be the PB. Since EBC’s incorporation in 1993, Dole has had an economic interest of 50.0% and a power to appoint its managing director, who influences all decisions related to operations. Dole’s economic interest is not equal to the Company’s voting interest (decision making right for all relevant activities), thus, the conditions of Dole being the PB are met, and EBC is consolidated. Dole has not provided any financial or other support to EBC during the periods presented within the consolidated financial statements. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share Basic earnings (loss) per share is calculated by dividing the net income (loss) for the period attributable to shareholders of the Company by the weighted average number of shares o utstanding during the period, excluding shares purchased by the Company and held as treasury shares. For the years ended December 31, 2021 and December 31, 2020, the weighted average number of shares used within the calculation was adjusted for the impact of the Total Produce seven to one share exchange for existing shareholders that occurred immediately prior to the Merger and IPO Transa ction. See Note 21 “Stockholders’ Equity” for a rollforward of shares, including the seven to one share exchange. The followin g table presents basic earnings (loss) per share for each of the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars and shares in thousands, except per share amounts) Net income (loss) attributable to Dole plc $ 86,496 $ (7,219) $ 52,488 Weighted average number of shares – basic 94,886 72,190 55,509 Net income (loss) per share attributable to Dole plc - basic $ 0.91 $ (0.10) $ 0.95 Diluted earnings (loss) per share Diluted earni ngs (loss) per s hare is calculated by dividing the net income (loss) for the period attributable to shareholders of the Company by the weighted average number of shares outstanding after adjustment for the impact of all share optio ns and RSUs with a dilutive effect. The Company uses the treasury stock method to calculate the dilutive effect of outstanding equity awards for diluted earnings (loss) per share. For the years ended December 31, 2021 and December 31, 2020, the weighted average number of shares used within the calculation was adjusted for the impact of the Total Produce seven to one share exchange for existing shareholders that occurred immediately prior to the Merger and IPO Transa ction. The following table presents diluted earnings (loss) per share for each of the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars and shares in thousands, except per share amounts) Net income (loss) attributable to Dole plc $ 86,496 $ (7,219) $ 52,488 Weighted average number of shares - basic 94,886 72,190 55,509 Effect of share options with a dilutive effect 20 — 83 Weighted average number of shares - diluted 94,906 72,190 55,592 Net income (loss) per share attributable to Dole plc - diluted $ 0.91 $ (0.10) $ 0.94 The average market value of the Company’s shares used for the purpose of calculating the dilutive effect of share awards is based on quoted market prices for the period during which the awards were outstanding during the year. The calculation of diluted earning s (loss) p er share for the years ended December 31, 2022 and December 31, 2021 does no t include the effect o f share options, RSUs with a market condition and certain RSUs, |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Dole evaluated subsequent events thro ugh March 22, 2023, the date t hat Dole’s consolidated financial statements were issued. On January 6, 2023, Dole paid a cash dividend of $0.08 per share, totaling $7.6 million, to shareholders for the third quarter dividend declared on November 16, 2022. On January 30, 2023, certain of our wholly owned subsidiaries entered into the Agreement with Fresh Express, whereby Fresh Express has agreed to acquire the fresh vegetables division for approximately $293.0 million in cash, subject to certain adjustments set forth in the Agreement. The Vegetables Transaction is expected to close after regulatory approval is obtained, subject to the satisfaction or waiver of customary closing conditions. In February of 2023, Dole was the victim of a sophisticated ransomware attack involving unauthorized access to employee information. Upon detecting the attack, the Company promptly took steps to contain the attack, retained the services of leading third-party cybersecurity experts and notified law enforcement. The February 2023 attack had a limited impact on Dole’s operations. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition: Revenue is recognized when a performance obligation is satisfied as control of a good or service is transferred to a customer in the amount expected to be entitled at transfer. For each customer contract, the performance obligations are identified, the transaction price is allocated to the individual performance obligations, and revenue is recognized when these performance obligations are fulfilled and control of the good or service is transferred to the customer. The transfer of control of a good or service to customers is based on written sales terms that allow customers right of return when the good or service does not meet certain quality factors. Revenue consists primarily of product revenue, which includes the sale of fresh produce, health foods and consumer goods to third-party customers. Fresh produce comprises two main product categories for fruit, tropical fruit and diversified produce, and two main product categories for vegetables, value-added vegetables and fresh-packed vegetables. Tropical fruit primarily consists of bananas and pineapples, and diversified produce primarily consists of all other fruit, including berries, deciduous fruit and other fresh fruit whose growing and selling cycles are different than those of the Company’s pineapples and bananas. Value-added vegetables primarily include packaged salads and meal kits, and fresh-packed vegetables include other vegetables, such as iceberg, romaine, leaf lettuces and celery. Product revenue also includes surcharges for additional product services such as freight, cooling, warehousing, fuel, containerization, handling and palletization related to the transfer of products. Additionally, the Company has certain marketing contracts where Dole is the principal, and the related product revenue and cost of sales are reported on a gross basis. Product revenue is recognized at a point in time when control of the goods has been transferred to the customer, which can be upon shipping or delivery, depending on the terms of sale. Revenue also includes service revenue, which includes management fees, third-party freight and royalties for the use of Company brands and trademarks. Additionally, the Company maintains a commercial cargo business where revenue is earned by providing handling and transportation services of containerized cargo on Company vessels. Net service revenue was less than 10% of total revenue for the years ended December 31, 2022, December 31, 2021 and December 31, 2020. See Note 5 “Revenue” for additional detail of the Company’s revenue by product and channel. Dole’s incremental costs of obtaining a contract have primarily consisted of sales commissions, and the Company has elected the practical expedient to expense these costs that are related to contracts that are less than one year. These costs are included in selling, marketing and general and administrative expenses in the consolidated statements of operations. If these costs relate to contracts that are greater than one year, the incremental costs are capitalized as a contract asset and amortized over the period from which the contract is obtained until the performance obligations are met. Dole’s contracts are generally less than one year, and incremental costs of obtaining a contract are not material. The Company treats shipping and handling costs that occur after the customer obtains control of the good as a fulfillment cost rather than a service performance obligation. Additionally, Dole has elected the practical expedient to exclude sales and other taxes imposed by government authorities on revenue-producing transactions from the transaction price. The period between the transfer of a promised good or service to a customer and customer payment is expected to be less than one year and, as such, Dole has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component. |
Cost of Sales | Cost of Sales: Cost of sales primarily consists of costs associated with the production or purchasing of inventory, packaging materials, labor, depreciation, overhead, transportation and other distribution costs. Cost of sales also includes recurring agricultural costs and shipping and handling costs, which are detailed below. |
Agricultural Costs | Agricultural Costs: Plant costs, including seeds, trees, vines and stems, and preproduction costs, including land preparation, pre-planting and planting costs, are generally capitalized into inventory and charged to cost of sales when the related crop is harvested and sold, with the exception of pineapples, in which the costs are expensed as incurred. Certain plant and preproduction costs are capitalized to property, plant and equipment, depending on the crop, and charged to cost of sales over their life. All land development costs, including farm and soil improvements, are capitalized to property, plant and equipment. The useful lives for plant, preproduction and land development costs capitalized to property, plant and equipment are 2 to 25 years and are based on historical yields, climate and weather conditions and likelihood of disease and pest interference. Recurring agricultural costs after the preproduction period, including ongoing pruning, fertilization, watering and farm labor, are generally capitalized into inventory and charged to cost of sales when the related crop is harvested and sold, with the exception of pineapples and bananas, in which the costs are expensed as incurred, due to the continuous nature of production and associated costs incurred throughout the year. As a result of the Acquisition, certain Legacy Dole pineapple and banana costs were recognized into inventory and property, plant and equipment at fair value to reflect the biological transformation of these crops. The fair value uplift related to these crops was reversed and recognized to cost of sales on a straight-line basis over their remaining growth and harvest cycle, which was complete as of December 31, 2022 . See Note 4 “Business Combinations and Transactions” for further detail. |
Shipping and Handling Costs | Shipping and Handling Costs: Amounts billed to third-party customers for shipping and handling are included as a component of revenue. Shipping and handling costs incurred are included as a component of cost of sales and represent fulfillment costs incurred by Dole to ship products from the sourcing location to the end customer and are not considered separate performance obligations. |
Value-Added Taxes | Value-Added Taxes: Value-added taxes that are collected from customers and remitted to taxing authorities are excluded from revenue and cost of sales. Receivables related to value-added taxes are included within other receivables, net, and other assets in the consolidated balance sheets, depending on the expected timing of collection. Payables related to value-added taxes are included within payroll and other tax in the consolidated balance sheets. |
Marketing and Advertising Costs | Marketing and Advertising Costs: Marketing and advertising costs, which include media, production and other promotional costs, are generally expensed in the period in which the marketing or advertising first takes place. |
Research and Development Costs | Research and Development Costs: R esearch and development costs are expensed as incurred and are included in cost of sales or selling, marketing and gen |
Restructuring Costs | Restructuring Costs: Restructuring costs are expensed as incurred and included in cost of sales or selling, marketing, general and administrative expenses in the consolidated statements of operations, based on the nature of the cost. |
Merger, Transaction and Other Related Costs | Merger, Transaction and Other Related Costs: Dole records and separately |
Gain on Asset Sales | Gain on Asset Sales: Gain on asset sales primarily consists of gains and losses incurred through the disposal of assets held-for-sale and actively marketed property and other property disposed in the ordinary course of business. |
Gain on Disposal of a Business | Gain on Disposal of Businesses: Dole records and separately states the net gains and losses related to the disposal of businesses or subsidiaries. These disposals are the result of a business no longer meeting the strategic objective of the Company. While a divestiture may impact the operating results of the Company, the net impact of these disposals has not historically been significant. |
Interest Income | Interest Income: Interest income comprises interest earned from funds invested and other receivables, such as interest earned on grower advances, and is recognized using the effective interest method over the term of the underlying agreement. |
Interest Expense | Interest Expense: Interest expense comprises interest on borrowings, amortization of discounts and issuance costs related to borrowings, interest on finance lease liabilities, fees for the sale of trade receivables, debt extinguishment costs and arrangement fees for borrowings. |
Income Taxes | Income Taxes: Dole accounts for deferred taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amount and the tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce deferred tax assets to the amount for which it is deemed more likely than not that future taxable income will not be sufficient to realize the related income tax benefits from these assets. The Company recognizes the benefit of a tax position only to the extent that it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that is recognized is the largest amount that is greater than 50.0% likely of being realized upon settlement. Income tax expense includes the effects of any resulting tax reserves or unrecognized tax benefits that are considered appropriate, as well as related net interest and penalties. In respect to undistributed earnings for foreign subsidiaries where those earnings are considered to be either indefinitely reinvested or could be distributed tax free, no deferred tax liability has been provided thereon. The Company releases income tax effects from accumulated other comprehensive loss as individual items in accumulated other comprehensive loss are settled or otherwise disposed. |
Discontinued Operations | Discontinued Operations : The disposal or held-for-sale designation of a component or a g |
Earnings (loss) per share ("EPS") | Earnings (loss) per share (“EPS”): Basic earnings (loss) per share is calculated by dividing the net income or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period, excluding any shares purchased by the Company and held as treasury shares. Diluted earnings (loss) per share is calculated by dividing the net income or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding, after the adjustment for the effects of potentially issuable shares, such as restricted stock units and stock options with a dilutive effect. |
Operating and Reportable Segments | Operating and Reportable Segments: Operating segments, defined as components of the Company that engage in business activities from which they earn revenue and incur expenses, are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”). The CODM, who is responsible for assessing performance and allocating resources amongst operating segments, is defined as the Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”). |
Cash and Cash Equivalents | Cash and Cash Equivalents: Cash and cash equivalents consist of cash on hand and highly liquid investments, primarily money market funds and time deposits, with original maturities of three months or less. Whenever outstanding checks exceed cash balances, the balance of the book overdraft is reclassified to accounts payable in the consolidated balance sheets, and changes in book overdraft balances are presented within operating activities within the consolidated statements of cash flows. |
Short-Term and Long-Term Investments | Short-Term and Long-Term Investments: Dole sponsors various non-qualified benefit and executive compensation plans, with plan assets held in Rabbi Trusts. Short-term investments include the portion of the Rabbi Trust securities portfolio that approximates the short-term liability of the frozen non-qualified Supplemental Executive Retirement Plan (“SERP”) defined benefit plan and the total liability of the non-qualified deferred compensation Excess Savings Plan (“ESP”). Long-term investments include the portion of the Rabbi Trust securities portfolio that will be used to fund a portion of the long-term liability of the SERP plan. Securities are recorded at fair value with realized and unrealized gains and losses included in earnings. Dole estimates the fair value of its investments using prices provided by its custodian. |
Trade Receivables, Grower Advances and Other Receivables | Trade Receivables: Trade receivables are recognized net of allowances, which approximates fair value. Credit risk related to trade receivables is mitigated due to the large number of customers dispersed worldwide. To reduce credit risk, Dole performs periodic credit evaluations of its customers but does not generally require advance payments or collateral. Expected credit losses for newly recognized trade receivables, as well as changes to existing expected credit losses during the period, are recognized in selling, marketing, general and administrative expenses in the consolidated statements of operatio ns. Refer to Note 8 “Receivables and Allowances for Credit Losses” for further detail on how the Company estimates these credit losses. No individual customer accounted for more than 10.0% of Dole’s revenue during the years ended December 31, 2022, December 31, 2021 and December 31, 2020, nor accounted for greater than 10.0% of Dole’s account receivables as of December 31, 2022 and December 31, 2021. Dole regularly sells a portion of its trade receivables under arrangements with third-party financial institutions. The Company accounts for the transfers of trade receivables as sales when it has surrendered control, at which point the receivables are derecognized. Determining when control has transferred requires evaluation of the nature and extent of the Company’s involvement with the transferred receivables as well as consideration of certain legal and other factors. See Note 8 “Receivables and Allowances for Credit Losses” for further detail. Grower Advances: Dole makes advances to third-party growers for various farming needs. Some of these advances are secured with crop harvests or other collateral owned by the growers. Dole monitors these receivables on a regular basis and estimates expected credit losses for all outstanding grower advances to determine if a related impairment loss and allowance should be recognized. These expected credit losses are evaluated on a case-by-case basis and are based on historical credit loss information, among other quantitative and qualitative factors. Grower advances are stated at the gross advance amount less allowances for expected credit losses. Grower advances are disaggregated into short-term advances that mature in one year or less, which are included within grower advance receivables, net, in the consolidated balance sheets and long-term advances that are included in other assets in the consolidated balance sheets. See Note 8 “Receivables and Allowances for Credit Losses” for further detail on grower advances. |
Concentration of Credit Risk | Concentration of Credit Risk: Financial instruments that potentially subject Dole to a concentration of credit risk principally consist of cash equivalents, investments, derivative contracts and grower advances. Credit risk related to trade receivables is mitigated through the Company’s large customer base and periodic credit valuations. Dole’s cash and investments are maintained with high quality financial institutions. Dole’s derivative contracts, which are discussed in greater detail below, are with major financial institutions. Dole’s grower advances are principally with farming enterprises and are generally secured by the underlying crop harvests or other collateral. |
Inventories | Inventories: Inventories are valued at the lower of cost or net realizable value. Costs related to fresh produce are determined on the first-in, first-out basis. Specific identification and average cost methods are also used primarily for certain packing materials and operating supplies. In the normal course of business, the Company incurs certain crop growing costs such as land preparation, planting, fertilization, grafting, pruning and irrigation. Based on the nature of these costs and type of crop production, these costs may be capitalized into inventory. Generally, all recurring direct and indirect costs of growing crops for fresh produce other than bananas and pineapples are capitalized into inventory. These costs are recognized into cost of sales during each harvest period. Due to the nature of the Company’s inventory, reserves for excess production and obsolescence are not significant. Physical goods that have completed production and are held-for-sale in the ordinary course of business are classified as finished products. Inventories classified as raw materials represent goods that will be consumed in production, such as fresh fruit or vegetables to be modified from their original form and those awaiting packaging, as well as items such as consumer packing, labels and pallets. Goods that are in the course of production are classified as work in progress. Inventories classified as crop growing costs include costs incurred up to the time crops are produced in commercial quan tities. In additi on, agricultural and other operating supplies that are consumed indirectly in production, such as ripening agents, fertilizer and fuel, are also capitalized into inventory. |
Assets Held-for-Sale and Actively Marketed Property | Assets Held-for-Sale and Actively Marketed Property: Dole reports a business or assets as held-for-sale when management has approved or received approval to sell the business or assets and is committed to a formal plan, the business or assets are available for immediate sale, the business or assets are being actively marketed, the sale is anticipated to occur during the ensuing year and the other specified criteria for held-for-sale classification are met. In certain situations when timing of the sale of land is uncertain and held-for-sale criteria are not met, Dole classifies such assets as actively marketed property. A business or assets classified as held-for-sale or land classified as actively marketed property are recorded at the lower of their carrying amount or estimated fair value less cost to sell. If their carrying amount exceeds their estimated fair value, a loss is recognized. Depreciation is not recorded on assets classified as held-for-sale or on land improvements associated with actively marketed property. Assets and liabilities related to a business classified as held-for-sale and actively marketed property are segregated in the consolidated balance sheets, and major classes are separately disclosed in the notes to the consolidated financial statements, commencing in the period in which the business or assets are classified as held-for-sale or actively marketed. |
Investments in Unconsolidated Affiliates | Investments in Unconsolidated Affiliates: Investments in unconsolidated affiliates and joint ventures with ownership by Dole of 20% to 50% are recorded using the equity method, provided Dole has the ability to exercise significant influence. In addition, entities in which the Company has variable interests are also recorded using the equity method when it is determined that the Company is not the primary beneficiary in the relationship but has the ability to exercise significant influence. Under the equity method of accounting, a share of earnings and losses based on Dole’s ownership percentage in the investment is recorded in earnings each period. Unrealized gains and losses arising from transactions with equity method investments are eliminated to the extent of the Company’s interest in the equity. All material equity method investments have the same fiscal year-end or a fiscal year-end within three months of the Company’s year-end. In the case of the latter, appropriate adjustments are made for the effects of significant transactions or events that occur between that date and the date of Dole’s consolidated financial statements. Where appropriate, the accounting policies of equity method investments have been adjusted to ensure consistency with the policies adopted by Dole. All other unconsolidated investments where we do not have the ability to exercise significant influence are recorded at cost less impairment, adjusted for any observable price changes, as their fair value is not readily determinable. As of December 31, 2022 and December 31, 2021, substantially all of Dole’s investments in unconsolidated affiliates have been accounted for under the equity method. |
Property, Plant and Equipment | Property, Plant and Equipment: Property, plant and equipment is stated at cost plus any asset retirement costs, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of these assets. Dole reviews long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows directly associated with the asset are compared to the asset’s carrying amount. If this comparison indicates that there is an impairment, the amount of the impairment is calculated by comparing the carrying value to discounted expected future cash flows or comparable market values, depending on the nature of the asset group. Routine maintenance and repairs are expensed as incurred. |
Dry-Docking Costs | Dry-Docking Costs: Dole incurs costs for planned major maintenance activities related to its vessels during regularly scheduled dry dockings that occur approximately every 2 to 7 years, depending on the age of the vessel. Costs incurred during the dry-docking period, such as overhaul costs, are capitalized and amortized to the next overhaul. Costs incurred during the dry-docking period relating to routine repairs and maintenance are expensed as incurred and included in cost of sales in the consolidated statements of operations. |
Leases, lessor | Leases: Dole leases fixed assets for use in operations where leasing offers advantages of operating flexibility and is less expensive than alternative types of funding. Dole also leases land in countries where land ownership by foreign entities is restricted or where purchasing is not a viable option. Dole’s leases are evaluated at inception or at any subsequent modification and, depending on the lease terms, are classified as either finance or operating leases. For leases with terms greater than one year, the Company recognizes a related asset (“right-of-use asset”) and obligation (“lease liability”) on the lease commencement date, calculated as the present value of lease payments over the lease term. Right-of-use assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Dole’s leases may include rental escalation clauses, renewal options and termination options that are factored into the determination of lease payments and lease term when appropriate. Dole’s lease agreements do not contain any residual value guarantees. The majority of Dole’s leases are classified as operating leases. Dole’s principal operating leases are for vessel containers that do not meet the finance lease criteria, ports, land and warehouse facilities. Dole’s finance leases primarily consist of vessel containers and machinery and equipment that meet the finance lease criteria. Dole’s decision to exercise any renewal options is primarily dependent on the level of business conducted at the location and the profitability of the renewal. The Company has elected to account for lease and non-lease components as a single lease component in contracts where Dole is the lessee. When available, the rate implicit in the lease is used to discount lease payments to present value; however, most of Dole’s leases do not provide a readily determinable implicit rate. Therefore, the Company’s incremental borrowing rate is used to discount the lease payments based on information available at lease commencement. When the Company acts as a lessor for contracts that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices at inception or modification of the lease. Also at lease inception, the Company determines whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset. If an arrangement contains lease and non-lease components, then the Company applies Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers , to allocate the consideration in the contract. Dole recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as a part of other income (expense), net, in the consolidated statements of operations. |
Leases, lessee | Leases: Dole leases fixed assets for use in operations where leasing offers advantages of operating flexibility and is less expensive than alternative types of funding. Dole also leases land in countries where land ownership by foreign entities is restricted or where purchasing is not a viable option. Dole’s leases are evaluated at inception or at any subsequent modification and, depending on the lease terms, are classified as either finance or operating leases. For leases with terms greater than one year, the Company recognizes a related asset (“right-of-use asset”) and obligation (“lease liability”) on the lease commencement date, calculated as the present value of lease payments over the lease term. Right-of-use assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Dole’s leases may include rental escalation clauses, renewal options and termination options that are factored into the determination of lease payments and lease term when appropriate. Dole’s lease agreements do not contain any residual value guarantees. The majority of Dole’s leases are classified as operating leases. Dole’s principal operating leases are for vessel containers that do not meet the finance lease criteria, ports, land and warehouse facilities. Dole’s finance leases primarily consist of vessel containers and machinery and equipment that meet the finance lease criteria. Dole’s decision to exercise any renewal options is primarily dependent on the level of business conducted at the location and the profitability of the renewal. The Company has elected to account for lease and non-lease components as a single lease component in contracts where Dole is the lessee. When available, the rate implicit in the lease is used to discount lease payments to present value; however, most of Dole’s leases do not provide a readily determinable implicit rate. Therefore, the Company’s incremental borrowing rate is used to discount the lease payments based on information available at lease commencement. When the Company acts as a lessor for contracts that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices at inception or modification of the lease. Also at lease inception, the Company determines whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset. If an arrangement contains lease and non-lease components, then the Company applies Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers , to allocate the consideration in the contract. Dole recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as a part of other income (expense), net, in the consolidated statements of operations. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets : Goodwill represents the excess cost of a business acquisition over the fair value of the net assets acquired, including the amount assigned to identifiable intangible assets. Dole tests goodwill for impairment at the reporting unit level annually on the first day of the fourth quarter of each fiscal year and when there is an indicator of impairment. Dole defines each of its four operating business segments as reporting units. The reporting units with allocated goodwill include Fresh Fruit, Diversified Fresh Produce – EMEA, and Diversified Fresh Produce – Americas & ROW. Other indefinite-lived intangible assets are also reviewed for impairment annually on the first day of the fourth quarter of each fiscal year, or more frequently if impairment indicators arise. For the annual goodwill impairment test, management assesses qualitative factors to determine whether it is more likely than not that the fair value of each reporting unit with goodwill is less than its carrying amount. These qualitative factors include market and industry considerations, overall financial performance and other relevant events and factors affecting the reporting unit. If the results of the qualitative assessment indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative assessment is required for that reporting unit. Alternatively, the Company may bypass the qualitative assessment and perform a quantitative assessment. In the year ended December 31, 2022, Dole elected to bypass the qualitative test and performed a quantitative goodwill impairment assessment. |
Bank Overdrafts | Bank Overdrafts: The Company and its subsidiaries have a number of bank overdraft facilities which are primarily used to fund seasonal working capital requirements. The total of these facilities as of December 31, 2022 and December 31, 2021 w as $8.6 million and $9.4 millio |
Debt | Debt: Debt is carried at the principal amount borrowed, including unamortized discounts and premiums and debt issuance costs, when applicable. Debt discounts and issuance costs are amortized over the term of the debt agreement using the effective interest method and |
Workers Compensation and Loss Reserves | Workers Compensation and Loss Reserves: Dole self-insures certain losses arising out of workers compensation claims. Dole establishes workers compensation accruals for its self-insured programs based upon reported claims in process and actuarial estimates for losses incurred but not reported. Loss reserves, including incurred but not reported reserves, are estimated using actuarial methods, and ultimate settlements may vary significantly from such estimates due to increased claims frequency or the severity of claims. These estimates are recorded in accrued liabilities or other long-term liabilities in the consolidated balance sheets, depending on the estimate of the timing of settlement. |
Derivative Financial Instruments, Fair Value Hedges and Cash Flow Hedges | Derivative Financial Instruments: Dole holds derivative instruments to hedge against risks in foreign currency exchange, fuel costs and interest rates on long-term borrowings. Dole estimates the fair value of its derivatives, including any credit valuation adjustments, using market-based inputs. All realized gains and losses under designated cash flow hedges are included in earnings in the consolidated statements of operations, and unrealized gains and losses are included in other comprehensive income (loss). For all other hedges not designated as hedging instruments, all realized and unrealized gains and losses are recorded in the same line item within the consolidated statements of operations as the activity that is being hedged from a financial risk management perspective. See Note 17 “Derivative Financial Instruments” for additional detail on derivative instruments. Fair Value Hedges: The Company enters into fair value hedges to hedge foreign currency exposure of certain non-functional currency assets and liabilities. Dole enters into foreign currency forward contracts primarily to hedge the changes in fair value of intercompany loans denominated in a currency other than the U.S. dollar functional currency. Cash Flow Hedges: The Company enters into cash flow hedges to hedge against variability in certain expected future cash flows related to foreign currency exchange, fuel costs and interest rates on long-term borrowings. Dole enters into foreign currency exchange forward contracts and option contracts to hedge a portion of its forecasted revenue, cost of sales and operating expense. In addition, Dole incurs significant fuel costs transporting products from the sourcing location to the end customer (reseller). To mitigate the price uncertainty of future purchases of bunker fuel, Dole enters into bunker fuel swap contracts. Similarly, in order to mitigate interest rate uncertainty on long-term debt, Dole enters into interest rate swap agreements. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: Dole’s financial instruments primarily comprise cash and cash equivalents, short and long-term investments, short-term trade and grower receivables, trade payables and notes receivable, as well as long-term grower receivables, finance lease obligations, asset-based loans, contingent consideration and term loan facilities. The carrying amounts of short-term instruments, excluding Dole’s short-term Rabbi Trust investments that are recorded at fair value, approximate fair value because of their short maturity. Dole’s contingent consideration and long-term Rabbi Trust investments are recorded at fair value. Carrying amounts of other long-term financial instruments, excluding Dole’s term loans, approximate fair value, since the instruments bear interest at variable or fixed rates which approximate market rates. See Note 18 “Fair Value Measurements” for additional detail. |
Foreign Currency Exchange | Foreign Currency Exchange: The functional currency of Dole is the U.S. dollar. For subsidiaries with transactions that are denominated in a currency other than the functional currency, the net foreign currency exchange transaction gains or losses resulting from the translation of monetary assets and liabilities to the functional currency are included in the consolidated statements of operati ons. Transaction gains and losses were not material in the years ende d December 31, 2022, December 31, 2021 and December 31, 2020. Net foreign currency exchange gains or losses resulting from the translation of assets and liabilities of foreign subsidiaries whose functional currency is not the U.S. dollar are recorded as a part of the cumulative translation adjustment in stockholders’ equity. |
Pension and Postretirement Benefits | Pension and Postretirement Benefits: Dole sponsors several defined benefit pension plans and other postretirement benefit (“OPRB”) plans covering certain eligible employees. The funded status of these plans is recorded on the consolidated balance sheets, with overfunded plans presented in other assets and underfunded plans presented in pension and postretirement benefit liabilities. Net benefit obligations of underfunded plans that are due over the next year are presented as current liabilities. Actuarial assumptions including discount rates, salary increases, expected return on plan assets, mortality and other factors are used to measure the funded status and annual expense of the plans. Obligations and any assets associated with pension and postretirement benefit plans are measured at fair value as of December 31 each year. |
Share-Based Compensation | Stock-Based Compensation: Stock-based compensation for Dole consists of restricted stock units (“RSUs”) and stock options. At their grant date, the RSUs with only a service condition are valued using the current share price, the RSUs with a market condition are valued using a Monte Carlo simulation approach and the stock options are valued using the Black Scholes pricing model. Stock-based compensation expense is recognized over the requisite service period, which is the vesting period of each award. |
Redeemable Noncontrolling Interest ("NCI") | Redeemable Noncontrolling Interest (“NCI”): If a put option is held by a NCI in a subsidiary undertaking, whereby the holder of the put option can require Dole to acquire the NCI's ownership in the subsidiary at a future date, the Company examines the nature of such a put option to determine whether the put option is a separate financial instrument to, or embedded within, the NCI. As the Company’s NCI containing put options have exercise prices based on future earnings of the related consolidated subsidiaries and meet the criteria for mezzanine classification, they are classified as redeemable NCI as mezzanine equity in the consolidated balance sheets. The options do not contain a limit to the amount that the Company could be required to pay upon exercise by the holder, and the embedded put and call features do not meet the criteria for bifurcation. |
Guarantees | Guarantees: Dole makes guarantees as part of its normal business activities. Dole’s guarantees include guarantees of the indebtedness of some of its key fruit suppliers and other entities integral to Dole’s operations. Dole also issues bank guarantees as required by certain regulatory authorities, suppliers and other operating agreements, as well as to support the borrowings, leases and other obligations of its subsidiaries. The majority of Dole’s guarantees relate to guarantees of subsidiary obligations and are scoped out of the initial measurement and recognition accounting requirements related to guarantees. |
Business Combination | Business Combinations: Business combinations are accounted for using the acquisition method of accounting. Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured at fair value as of the acquisition date, and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill. Determining the fair value of assets acquired and liabilities assumed and the allocation of the purchase price requires management to use significant judgment and estimates, especially with respect to intangible assets. Estimates in valuing certain identifiable assets include, but are not limited to, the selection of valuation methodologies, estimates of future revenue and cash flows, expected long-term market growth, future expected operating expenses, costs of capital and appropriate discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable but which are inherently uncertain and unpredictable, and as a result, actual values may differ from these estimates. During the measurement period, certain adjustments may be recorded to the carrying fair value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, which could last up to one year after the transaction date, all adjustments are recorded in the consolidated statements of operations. The NCI in acquired businesses are measured at fair value at the date of acquisition and are separately presented within stockholders' equity, distinct from equity attributable to Dole. Each reporting period, net income (loss) and comprehensive income (loss) of consolidated subsidiaries in which NCI are held are attributed to that NCI based on their equity interest in each consolidated subsidiary. Contingent consideration is recognized and measured at fair value at the acquisition date. Any obligation of the Company to pay contingent consideration in connection with a business combination is classified as a liability as required by ASC 480, Distinguishing Liabilities from Equity ; otherwise, it is classified as equity. Post-combination accounting for contingent consideration is impacted by its initial classification. When it is classified as a liability, it is remeasured at each reporting date at fair value, and any changes in fair value are reported within earnings. When it is classified as equity, the contingent consideration is not remeasured subsequentl |
Contingencies | Contingencies: Estimated losses from contingencies are recognized at fair value if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements and the amount of that loss can be reasonably estimated. Gain contingencies are not recognized until realized. Judgment is used to assess whether a loss contingency is probable and estimable, and actual results may differ from that estimate. |
New Accounting Pronouncements Adopted and New Accounting Not Yet Pronouncements Adopted | New Accounting Pronouncements Adopted ASU 2020-04, ASU 2021-01, and ASU 2022-06 – Reference Rate Reform (Topic 848) In March 2020, the FASB issued ASU 2020-04, Reference rate reform (Topic 848) – Facilitation of the effects of reference rate reform on financial reporting . The amendments in this update provide optional expedients and exceptions related to accounting for transactions affected by reference rate reform. The amendments only apply if certain criteria are met. The amendments in this update apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. In January 2021, the FASB issued ASU 2021-01, Reference rate reform (Topic 848) – Scope . The amendments in this update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivative instruments that use an interest rate for margining, discounting or contract price alignment that is modified as a result of reference rate reform. Amendments in this update also capture the incremental consequences of the scope clarification and tailor the existing guidance to derivative instruments affected by the discounting transition. In December 2022, the FASB issued ASU 2022-06, Reference rate reform (Topic 848) – Deferral of the Sunset Date of Topic 848 . The amendments in this update defer the sunset date of the Topic 848 relief guidance from December 31, 2022 to December 31, 2024 to accommodate for the delayed cessation of LIBOR. These amendments are elective and are effective upon issuance for all entities. Topic 848 will be available through December 31, 2024. Dole has LIBOR-based borrowings and interest rate swaps that reference LIBOR. The Company has not yet modified any material contracts due to reference rate reform. Dole has adopted certain elections under this guidance related to the assessment of hedge effectiveness of its LIBOR-based interest rate swaps. These elections include asserting the hedged forecasted transactions remain probable and assuming the reference rate will not be replaced for the remainder of the hedging relationships, regardless of expected contract term modifications due to reference rate reform. These elections allow the Company to apply hedge accounting to its LIBOR-based interest rate swaps, and there is no impact to Dole’s financial condition, results of operations, cash flows and related disclosures. The Company may adopt additional elections under this new guidance as its contracts referencing LIBOR are modified to reference other rates. New Accounting Pronouncements Not Yet Adopted The Company considered all new accounting pronouncements not yet adopted and determined they are not expected to have a material impact. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Inventory | Details of inventory in the consolidated balance sheets as of December 31, 2022 and December 31, 2021 were as follows: December 31, 2022 December 31, 2021 (U.S. Dollars in thousands) Finished products $ 217,522 $ 233,666 Raw materials and work in progress 124,114 89,312 Crop growing costs 41,832 40,671 Agricultural and other operating supplies 53,410 47,088 Inventories, net of allowances $ 436,878 $ 410,737 |
BUSINESS COMBINATIONS AND TRA_2
BUSINESS COMBINATIONS AND TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Components of Purchase Price | The components of the purchase price were as follows: Amount (U.S. Dollars in thousands) Equity instruments $ 576,186 Cash acquired (108,973) Net intercompany payable to Legacy Dole at acquisition (6,900) Net consideration $ 460,313 |
Schedule of Assets and Liabilities Acquired | The purchase price was allocated to the assets and liabilities acquired in the Acquisition as follows: December 31, 2021 Measurement Period Adjustments December 31, 2022 (U.S. Dollars in thousands) Current assets, less inventory and cash acquired $ 611,526 $ 6,026 $ 617,552 Inventory 257,201 (222) 256,979 Property, plant and equipment 1,265,303 (2,389) 1,262,914 Intangible assets 310,659 — 310,659 Other assets 427,153 (3,298) 423,855 Goodwill 274,048 (774) 273,274 Current liabilities, less current portion of debt (662,590) (1,874) (664,464) Debt (1,392,176) (167) (1,392,343) Other liabilities (621,193) 2,698 (618,495) 469,931 — 469,931 Noncontrolling interests assumed (9,618) — (9,618) $ 460,313 $ — $ 460,313 |
Schedule of Pro Forma Revenue and Earnings | The following tables represent (1) the amount of Legacy Dole’s revenue, excluding sales with Total Produce entities, and earnings included in the consolidated statements of operations included herein, which, for the year ended December 31, 2021, only includes Legacy Dole results from the Acquisition Date; and (2) the pro forma revenue and earnings, including material and nonrecurring pro forma adjustments, of the combined company assuming the Acquisition Date was January 1, 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Actual (Legacy Dole): (U.S. Dollars in thousands) Revenue $ 4,848,985 $ 1,915,458 $ — Net income (loss) attributable to Legacy Dole 71,755 (80,604) — |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustments | Year Ended December 31, 2021 December 31, 2020 Pro forma (total Dole plc): (U.S. Dollars in thousands) Revenue $ 9,285,672 $ 8,969,405 Net income attributable to Dole plc 151,651 8,567 Material and nonrecurring pro forma adjustments: Elimination of intercompany revenue $ (72,389) $ (48,533) Incremental charges on biological assets and inventory and depreciation impact — (98,162) Merger & IPO costs — (30,876) Net impact of interest, net of tax — 29,653 Removal of equity method earnings of Legacy Dole investment, net of tax (24,396) (19,134) |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenues | The following table presents the Company's disaggregated revenue by similar types of products and services for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) Diversified produce $ 5,026,573 $ 4,730,080 $ 4,221,899 Tropical fruit 2,580,192 982,652 — Fresh-packed vegetables 295,677 120,648 — Value-added salads 945,185 400,747 — Health foods and consumer goods 122,733 136,149 124,040 Commercial cargo 194,308 78,489 — Other 64,185 5,637 — Total revenue, net $ 9,228,853 $ 6,454,402 $ 4,345,939 The following table presents the Company's disaggregated revenue by channel for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Third party revenue: (U.S. Dollars in thousands) Retail $ 5,529,634 $ 3,970,101 $ 2,668,454 Wholesale 2,880,233 1,913,961 1,252,547 Food service 491,446 365,931 311,317 Commercial cargo 194,308 78,489 — Other 9,148 5,149 — Revenue from sales to equity method investments 124,084 120,771 113,621 Total revenue, net $ 9,228,853 $ 6,454,402 $ 4,345,939 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Sales and Adjusted EBITDA by Reportable Segment | The following table provides revenue and Adjusted EBITDA by reportable segment: Year Ended December 31, December 31, December 31, Revenue: (U.S. Dollars in thousands) Fresh Fruit $ 3,047,149 $ 1,133,038 $ — Diversified Fresh Produce – EMEA 3,152,561 3,383,009 3,119,746 Diversified Fresh Produce – Americas & ROW 1,965,667 1,465,025 1,226,193 Fresh Vegetables 1,205,902 510,687 — Total segment revenue 9,371,279 6,491,759 4,345,939 Intersegment revenue (142,426) (37,357) — Total consolidated revenue, net $ 9,228,853 $ 6,454,402 $ 4,345,939 Segment Adjusted EBITDA: Fresh Fruit $ 212,175 $ 26,965 $ — Diversified Fresh Produce – EMEA 114,718 128,098 105,089 Diversified Fresh Produce – Americas & ROW 44,277 41,737 32,335 Fresh Vegetables (33,446) (27) — Legacy Dole — 93,353 114,117 Adjustments: Income tax benefit (expense) 34,059 13,333 (18,130) Interest expense (61,485) (27,030) (10,523) Depreciation (120,104) (61,551) (24,634) Amortization of intangible assets (10,893) (11,404) (11,548) Merger, transaction and other related costs — (30,072) (396) Mark to market (losses) gains (3,049) 3,160 (1,152) Gain on asset sales 10,316 — — Impairment of property, plant and equipment (397) — (1,210) Produce recalls (15,809) (17,649) — Incremental charges on biological assets and inventory related to acquisition of Legacy Dole (41,145) (65,916) — Other items 627 959 — Items in equity method earnings: Dole’s share of depreciation (8,072) (30,390) (45,135) Dole’s share of amortization (2,542) (3,218) (2,895) Dole’s share of income tax expense (5,623) (27,297) (22,329) Dole’s share of interest expense (1,731) (18,282) (34,631) Dole’s share of other items (186) 2,039 (7,706) Net income $ 111,690 $ 16,808 $ 71,252 |
Schedule of Revenue and Long-Lived Assets, by Geographic Location | The Company is headquartered and domiciled in Ireland. Revenue by geographic location based on the end customer for the years ended December 31, 2022, December 31, 2021 and December 31, 2020 was as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) United States $ 4,402,474 $ 2,313,358 $ 1,072,472 U.K. 782,497 796,474 687,760 Spain 615,417 637,123 592,306 Sweden 574,682 613,911 549,447 Ireland 394,981 416,410 404,482 Other 2,458,802 1,677,126 1,039,472 Total revenue, net $ 9,228,853 $ 6,454,402 $ 4,345,939 Long-lived assets are comprised of property, plant and equipment, net. Long-lived assets by geographic location as of December 31, 2022 and December 31, 2021 were as follows: Year Ended December 31, 2022 December 31, 2021 (U.S. Dollars in thousands) United States $ 382,883 $ 395,437 Costa Rica 261,793 296,987 Vessels and containers on-the-water or in-transit 207,621 234,959 Honduras 108,993 117,419 Chile 94,150 88,482 Ecuador 85,200 88,011 U.K. 35,256 36,995 Czech Republic 30,913 32,636 Sweden 28,189 30,793 Denmark 24,266 26,578 Spain 24,089 24,993 Ireland 23,174 23,523 Other 36,780 34,037 Total long-lived assets $ 1,343,307 $ 1,430,850 |
OTHER INCOME (EXPENSE), NET (Ta
OTHER INCOME (EXPENSE), NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Expense), Net | Included in other income (expense), net, in Dole’s consolidated statements of operations were the follow ing items: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) Rental income $ 11,727 $ 5,202 $ 2,708 Unrealized gain on foreign currency denominated borrowings 4,276 5,453 — Unrealized gain on fair value hedges 469 — — Non-cash realized gain on foreign currency denominated borrowings 1,029 — — Loss on investments (3,835) (286) — Non-service components of net periodic pension benefit (cost) 1,573 176 (2,169) Gain (loss) on contingent consideration 14 (1,036) (519) Other (3,931) (851) (139) Other income (expense), net $ 11,322 $ 8,658 $ (119) |
RECEIVABLES AND ALLOWANCES FO_2
RECEIVABLES AND ALLOWANCES FOR CREDIT LOSSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable, Allowance for Credit Loss | A rollforward of the allowance for credit losses for trade receivables for the years ended December 31, 2022 and December 31, 2021 was as follows: Amount (U.S. Dollars in thousands) Balance as of December 31, 2020 $ (10,122) Acquisitions (13,581) Additional provisions in the period (2,783) Recoveries of amounts previously reserved 2,114 Write-offs 1,776 Disposals 216 Balance sheet reclassifications (389) Foreign exchange impact 705 Balance as of December 31, 2021 (22,064) Additional provisions in the period (10,954) Recoveries of amounts previously reserved 7,477 Write-offs 2,969 Disposals 36 Balance sheet reclassifications 2,256 Foreign exchange impact 1,150 Balance as of December 31, 2022 $ (19,130) |
Schedule of Accounts, Notes, Loans and Financing Receivable | The following table summarizes growers advances as of December 31, 2022 and December 31, 2021 based on their credit risk profile: December 31, 2022 December 31, 2021 Short-Term Long-Term Short-Term Long-Term (U.S. Dollars in thousands) Secured gross advances to growers and suppliers $ 69,681 $ 8,957 $ 49,919 $ 11,456 Allowance for secured advances to growers and suppliers (12,534) — (5,512) (1,735) Unsecured gross advances to growers and suppliers 67,076 5,316 32,037 1,358 Allowance for unsecured advances to growers and suppliers (3,283) (3,147) (4,094) (742) Net advances to growers and suppliers $ 120,940 $ 11,126 $ 72,350 $ 10,337 |
Financing Receivable, Allowance for Credit Loss | A rollforward of the allowance for expected credit losses related to grower advances for the years ended December 31, 2022 and December 31, 2021 was as follows: Amount (U.S. Dollars in thousands) Balance as of December 31, 2020 $ (7,827) Acquisitions (3,785) Disposals 431 Additional provisions in the period (1,970) Recoveries of amounts previously reserved 177 Write-offs 720 Balance sheet reclassifications 13 Foreign exchange impact 158 Balance as of December 31, 2021 (12,083) Additional provisions in the period (6,955) Recoveries of amounts previously reserved 2,147 Write-offs 1,247 Balance sheet reclassifications (3,500) Foreign exchange impact 180 Balance as of December 31, 2022 $ (18,964) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The following table presents income tax (benefit) expense by selected jurisdiction for each of the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Current tax (benefit) expense: (U.S. Dollars in thousands) Ireland $ 1,133 $ 720 $ 262 U.S. (32,570) (17,422) 2,706 Foreign - excluding the U.S. and Ireland 32,422 26,537 15,860 $ 985 $ 9,835 $ 18,828 Deferred tax (benefit) expense: Ireland $ (115) $ 354 $ 185 U.S. (12,900) (990) (298) Foreign - excluding the U.S. and Ireland (22,029) (22,532) (585) $ (35,044) $ (23,168) $ (698) $ (34,059) $ (13,333) $ 18,130 |
Schedule of Income before Income Tax, Domestic and Foreign | Income (loss) before income taxes and equity earnings consisted of the following: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) Ireland $ 537 $ (5,904) $ 2,852 U.S. (86,269) (66,440) 7,615 Foreign - excluding the U.S. and Ireland 156,637 27,792 48,636 $ 70,905 $ (44,552) $ 59,103 |
Schedule of Effective Income Tax Rate Reconciliation | The differences between the reported income tax (benefit) expense and income tax expense (benefit) computed at the Irish statutory income tax rate of 12.5%, the income tax rate of the Company’s country of domicile, for the years ended December 31, 2022, December 31, 2021 and December 31, 2020, are explained in the following reconciliation: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) (Benefit) expense computed at the Irish statutory rate of 12.5% $ 8,863 $ (5,569) $ 7,388 Effects of: Foreign income taxed at different rates 373 5,258 8,247 Change in valuation allowances 5,183 966 2,824 Expenses not deductible for income tax purposes 2,670 4,497 1,467 Income not taxable (4,238) — — Interest expense not deductible for income tax purposes 1,365 — — Changes in unrecognized tax benefits, net of indirect benefits (37,763) (18,263) (648) Recognition of deferred tax assets in respect of prior periods (4,523) — — Changes in estimates made in respect of prior periods (6,010) (63) (678) Other items 21 (159) (470) Income tax (benefit) expense $ (34,059) $ (13,333) $ 18,130 |
Schedule Of Deferred Tax | Deferred tax benefit (expense) recognized directly in other comprehensive income (loss) was as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) Pension and postretirement benefits $ (4,847) $ (555) $ 2,584 Hedge accounting 1,847 (363) — Interest rate swaps (12,445) (2,445) — Equity method investments (138) (832) — Total deferred tax benefit (expense) recognized in other comprehensive income (loss) $ (15,583) $ (4,195) $ 2,584 |
Schedule of Deferred Tax Assets and Liabilities | The following table provides details of the principal components of our deferred tax assets and liabilities as of December 31, 2022 and December 31, 2021: December 31, 2022 December 31, 2021 Deferred tax assets: (U.S. Dollars in thousands) Other intangible assets $ 2,111 $ 2,739 Property, plant and equipment 39,808 26,724 Operating lease right-of-use assets 56,443 44,626 Accounts payable and accrued liabilities 26,380 35,570 Pension and postretirement benefits 38,646 29,364 Operating loss carry-forwards 119,477 113,913 Tax credit carry-forwards 11,074 9,021 Investments in unconsolidated affiliates 1,490 1,248 Other 21,820 11,976 Total deferred tax assets 317,249 275,181 Valuation allowances (96,184) (93,205) Offset against deferred tax liabilities (156,953) (135,605) Total deferred tax assets, net $ 64,112 $ 46,371 Deferred tax liabilities: Other intangible assets $ 19,445 $ 20,562 DOLE brand 76,570 76,570 Property, plant and equipment 110,109 132,410 Operating lease right-of-use assets 54,581 43,349 Accounts payable and accrued liabilities 7,056 3,790 Pension and postretirement benefits 18,791 1,800 Investments in unconsolidated affiliates 369 172 Other 13,408 2,641 Total deferred tax liabilities 300,329 281,294 Offset against deferred tax assets (156,953) (135,605) Total deferred tax liabilities, net $ 143,376 $ 145,689 |
Summary of Operating Loss Carryforwards | As of December 31, 2022, Dole had approximately $1.0 billion of operating loss carryforwards expiring as follows: Ireland U.S. Foreign (excluding U.S. and Ireland) Total (U.S. Dollars in thousands) 2023 $ — $ 26,239 $ 16,188 $ 42,427 2024 — 33,067 5,473 38,540 2025 — 24,734 180 24,914 2026 — 12,742 29 12,771 2027 — 15,387 1,350 16,737 2028-2039 — 258,333 7,100 265,433 Indefinite 29,258 477,937 93,204 600,399 Total $ 29,258 $ 848,439 $ 123,524 $ 1,001,221 |
Summary of Valuation Allowance | The following table presents the movement in the valuation allowance for the years ended December 31, 2022 and December 31, 2021: Amount (U.S. Dollars in thousands) Balance as of December 31, 2020 $ 16,395 Changes on acquisition/disposal 80,394 Increase recognized in the income statement 4,384 Decrease recognized in the income statement (3,418) Translation adjustments (4,550) Balance as of December 31, 2021 93,205 Changes on acquisition/disposal (723) Increase recognized in the income statement 7,675 Decrease recognized in the income statement (2,492) Changes in other comprehensive income (234) Translation adjustments (1,247) Balance as of December 31, 2022 $ 96,184 |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of unrecognized tax benefits (excluding interest and penalties) is as follows : Amount (U.S. Dollars in thousands) Balance as of December 31, 2020 $ 12,699 Changes on acquisition/disposal 52,341 Increases due to tax positions taken in the current year 1,004 Decreases due to lapse of statute of limitations (17,056) Translation adjustments (907) Balance as of December 31, 2021 48,081 Settlements (1,047) Decreases due to lapse of statute of limitations (35,694) Translation adjustments (607) Balance as of December 31, 2022 $ 10,733 |
DETAILS OF ACCRUED LIABLIITES (
DETAILS OF ACCRUED LIABLIITES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Included in accrued liabilities in Dole’s consolidated balances sheets were the following items: December 31, 2022 December 31, 2021 (U.S. Dollars in thousands) Amounts due to growers $ 179,010 $ 127,615 Employee-related costs and benefits 111,272 130,663 Sales, marketing and advertising 33,455 46,414 Shipping related costs 33,644 35,694 Materials and supplies 16,316 38,646 Accrued interest 4,020 2,134 Deferred income 4,904 2,038 Professional services 17,385 17,420 Environmental and insurance reserves 2,500 2,316 Other fees 1,441 2,511 Accrued rent 1,306 1,362 Hedging liability 9,328 800 Recourse liability 4,482 — Miscellaneous other accrued liabilities 46,563 57,318 Total accrued liabilities $ 465,626 $ 464,931 |
ASSETS HELD-FOR-SALE AND ACTI_2
ASSETS HELD-FOR-SALE AND ACTIVELY MARKETED PROPERTY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Real Estate [Abstract] | |
Disclosure of Long Lived Assets Held-for-sale | A rollforward of assets held-for-sale for the years ended December 31, 2022 and December 31, 2021 in the consolidated balance sheets was as follows: . Amount (U.S. Dollars in thousands) Balance as of December 31, 2020 $ — Additions 14,701 Reclassifications 7,187 Sales (21,688) Balance as of December 31, 2021 200 Additions 3,339 Reclassifications (120) Sales (2,774) Balance as of December 31, 2022 $ 645 |
Disclosure of Long Lived Assets Actively Marketed | A rollforward of actively marketed property for the years ended December 31, 2022 and December 31, 2021 in the consolidated balance sheets was as follows: . Amount (U.S. Dollars in thousands) Balance as of December 31, 2020 $ — Additions from the acquisition of Legacy Dole 52,751 Land sales (2,387) Balance as of December 31, 2021 $ 50,364 Measurement period adjustments 1,303 Land sales (20,660) Balance as of December 31, 2022 $ 31,007 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Major classes of property, plant and equipment were as follows: December 31, 2022 December 31, 2021 (U.S. Dollars in thousands) Land and land improvements $ 573,008 $ 544,057 Buildings and leasehold improvements 401,851 399,392 Machinery and equipment 390,397 368,754 Computer software 68,820 65,036 Vessels and containers 217,963 233,376 Machinery and equipment and vessel containers under finance leases 37,706 48,195 Construction in progress 57,571 55,717 1,747,316 1,714,527 Accumulated depreciation (404,009) (283,677) $ 1,343,307 $ 1,430,850 Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Years Land improvements 1 to 30 Buildings and leasehold improvements* 1 to 50 Machinery and equipment 1 to 25 Computer software 1 to 10 Vessels and containers 1 to 30 Machinery and equipment and vessel containers under finance leases Shorter of lease term or useful life |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | A rollforward of goodwill by reportable segment for the years ended December 31, 2022 and December 31, 2021, was as follows: Fresh Fruit Diversified Fresh Produce – EMEA Diversified Fresh Produce – Americas & ROW Fresh Vegetables Total (U.S. Dollars in thousands) Balance as of December 31, 2020 $ — $ 133,575 $ 100,586 $ — $ 234,161 Additions 274,048 16,372 — — 290,420 Disposals — (414) — — (414) Foreign currency and other — (8,907) (3,927) — (12,834) Balance as of December 31, 2021 274,048 140,626 96,659 — 511,333 Additions — 1,197 — — 1,197 Measurement period adjustments (773) — — — (773) Foreign currency and other — (6,198) (8,106) — (14,304) Balance as of December 31, 2022 $ 273,275 $ 135,625 $ 88,553 $ — $ 497,453 |
Schedule of Intangible Assets | Details of Dole’s intangible assets as of December 31, 2022 were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying (U.S. Dollars in thousands) DOLE brand $ 306,280 $ — $ 306,280 Water rights 4,145 — 4,145 Supplier relationships 27,917 (19,528) 8,389 Customer relationships 126,150 (92,873) 33,277 Other 13,093 (7,914) 5,179 $ 477,585 $ (120,315) $ 357,270 Details of Dole’s intangible assets as of December 31, 2021 were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount (U.S. Dollars in thousands) DOLE brand $ 306,280 $ — $ 306,280 Water rights 4,186 — 4,186 Supplier relationships 29,179 (17,869) 11,310 Customer relationships 132,953 (92,357) 40,596 Other 13,227 (7,273) 5,954 $ 485,825 $ (117,499) $ 368,326 A rollforward of intangible assets, excluding goodwill, for the years ended December 31, 2022 and December 31, 2021 was as follows: Amount (U.S. Dollars in thousands) Balance as of December 31, 2020 $ 65,634 Additions 314,749 Amortization (11,404) Foreign exchange impact (653) Balance as of December 31, 2021 368,326 Additions 855 Amortization (10,893) Foreign exchange impact (1,018) Balance as of December 31, 2022 $ 357,270 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of December 31, 2022, the estimated amortization expense associated with Dole’s intangible assets for each of the next five fiscal years was as follows: Amount (U.S. Dollars in thousands) 2023 $ 10,193 2024 9,935 2025 8,941 2026 6,657 2027 5,376 Thereafter 5,743 Total $ 46,845 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable, Bank Overdrafts and Long-term Debt | Short-term borrowings, bank overdrafts and long-term debt consisted of the following: December 31, 2022 December 31, 2021 (U.S. Dollars in thousands) Revolving Credit Facility $ 183,909 $ 312,017 Term Loan A and Term Loan B 823,875 836,775 Vessel financing loans 89,479 104,184 Other long-term financing arrangements 41,483 57,361 Other revolving credit facilities, at a weighted average interest rate of 4.8% as of December 31, 2022 (1.8% as of December 31, 2021) 73,999 19,600 Bank overdrafts 8,623 9,395 Finance lease obligations, at a weighted average interest rate of 3.7% as of December 31, 2022 (3.5% as of December 31, 2021) 29,885 40,719 1,251,253 1,380,051 Unamortized debt discounts and debt issuance costs (17,874) (21,063) 1,233,379 1,358,988 Current maturities, net of unamortized debt discounts and debt issuance costs (97,435) (51,785) Bank overdrafts (8,623) (9,395) Long-term debt, net $ 1,127,321 $ 1,297,808 |
Schedule of Maturities of Current and Long-term Debt | Stated maturities with respect to current and long-term debt, excluding finance lease obligations, as of December 31, 2022 were as follows: Amount (U.S. Dollars in thousands) 2023 $ 98,621 2024 38,319 2025 34,899 2026 496,979 2027 21,589 Thereafter 530,961 Total $ 1,221,368 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status of Plan | The status of Dole’s defined benefit pension plans was as follows: U.S. Pension Plans International Pension Plans OPRB Plans December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Change in projected benefit obligation: (U.S. Dollars in thousands) Benefit obligation at beginning of the year $ 253,880 $ — $ 349,001 $ 266,320 $ 17,572 $ — Acquisition of Legacy Dole — 256,767 — 114,099 — 18,655 Service cost 256 107 4,465 3,219 3 1 Interest cost 4,943 1,696 8,219 5,505 443 157 Actuarial (gain) loss (47,439) 4,179 (82,819) (4,432) (1,726) 166 Plan amendments — — — (213) — — Curtailments, settlements and terminations, net (8,217) — (27,511) (14,399) — — Benefits paid (21,588) (8,869) (10,012) (8,851) (3,148) (1,407) Foreign exchange impact and other — — (13,196) (12,247) — — Benefit obligation at end of the year $ 181,835 $ 253,880 $ 228,147 $ 349,001 $ 13,144 $ 17,572 Change in plan assets: Fair value of plan assets at beginning of the year $ 224,749 $ — $ 235,301 $ 245,061 $ — $ — Acquisition of Legacy Dole — 234,221 — — — — Actual return on plan assets (44,601) (2,054) (46,116) 13,901 — — Company contributions 3,863 1,450 12,104 10,297 3,177 1,407 Benefits paid (21,588) (8,868) (10,012) (8,851) (3,177) (1,407) Curtailments, settlements and terminations, net (8,217) — (25,767) (14,419) — — Foreign exchange impact and other — — (17,585) (10,688) — — Fair value of plan assets at end of the year $ 154,206 $ 224,749 $ 147,925 $ 235,301 $ — $ — Funded status $ (27,629) $ (29,131) $ (80,222) $ (113,700) $ (13,144) $ (17,572) Amounts recognized in the consolidated balance sheets: Other assets $ — $ — $ 20,938 $ 2,524 $ — $ — Pension and postretirement benefits (2,229) (2,243) (13,066) (13,209) (1,992) (2,212) Pension and postretirement benefits, less current portion (25,400) (26,888) (88,094) (103,015) (11,152) (15,360) $ (27,629) $ (29,131) $ (80,222) $ (113,700) $ (13,144) $ (17,572) |
Schedule of Amounts Recognized in Accumulated Other Comprehensive Loss | Amounts recognized in accumulated other comprehensive loss (income), before tax, were as follows: U.S. Pension Plans International Pension Plans OPRB Plans Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 (U.S. Dollars in thousands) Net actuarial loss (gain) $ 18,341 $ 11,011 $ — $ 15,180 $ 50,575 $ 64,591 $ (1,531) $ 166 $ — Prior service (benefit) — — — (6,285) (8,241) (8,952) — — — Total $ 18,341 $ 11,011 $ — $ 8,895 $ 42,334 $ 55,639 $ (1,531) $ 166 $ — |
Schedule of Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets | The aggregate projected benefit obligation, accumulated benefit obligation and fair value of plan assets of plans with accumulated benefit obligations in excess of plan assets were as follows: December 31, 2022 December 31, 2021 (U.S. Dollars in thousands) Projected benefit obligation $ 277,203 $ 429,115 Accumulated benefit obligation $ 261,248 $ 406,233 Fair value of plan assets $ 154,208 $ 283,988 |
Schedule of Pension Plans with Projected Benefit Obligation in Excess of Plan Assets | The aggregate projected benefit obligation, accumulated benefit obligation and fair value of plan assets of plans with projected benefit obligations in excess of plan assets were as follows: December 31, 2022 December 31, 2021 (U.S. Dollars in thousands) Projected benefit obligation $ 290,347 $ 519,342 Accumulated benefit obligation $ 261,248 $ 470,484 Fair value of plan assets $ 154,208 $ 356,415 |
Schedule of Net Periodic Benefit Costs | The components of net periodic benefit cost for Dole’s U.S. and international pension plans and OPRB plans were as follows: U.S. Pension Plans International Pension Plans OPRB Plans Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 (U.S. Dollars in thousands) Components of net periodic benefit cost: Service cost $ 256 $ 107 $ — $ 4,465 $ 3,219 $ 1,858 $ 3 $ 1 $ — Interest cost 4,943 1,696 — 8,219 5,505 3,808 443 157 — Expected return on plan assets (11,274) (4,779) — (6,814) (6,883) (7,275) — — — Amortization of: Net loss — — — 2,166 2,946 2,081 — — — Prior service (benefit) — — — (618) (812) (785) — — — Curtailments, settlements and terminations, net 1,106 — — 220 1,756 — — — — Foreign exchange impact and other — — — 36 238 — — — — Net periodic cost (benefit) $ (4,969) $ (2,976) $ — $ 7,674 $ 5,969 $ (313) $ 446 $ 158 $ — Other changes recognized in other comprehensive income (loss): Net loss (gain) $ 7,330 $ 11,011 $ — $ (33,264) $ (13,186) $ 12,957 $ (1,697) $ 166 $ — Prior service expense (benefit) — — — 1,339 (213) — — — — Amortization of: Net (loss) — — — (2,166) (2,946) (2,081) — — — Prior service benefit — — — 618 812 785 — — — Foreign exchange impact and other — — — 34 (2,026) 1,309 — — — Income tax (benefit) expense (1,781) 2,643 — 6,226 (3,209) (2,154) 402 11 — Total recognized in other comprehensive income (loss) $ 5,549 $ 13,654 $ — $ (27,213) $ (20,768) $ 10,816 $ (1,295) $ 177 $ — Total recognized in net periodic benefit cost and other comprehensive income (loss), net of income taxes $ 580 $ 10,678 $ — $ (19,539) $ (14,799) $ 10,503 $ (849) $ 335 $ — |
Schedule of Assumptions | Weighted average assumptions used to determine benefit obligations were as follows: U.S. Pension Plans International Pension Plans OPRB Plans Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2022 Year Ended December 31, 2021 Discount rate 5.31 % 2.62% 5.26 % 2.61 % 5.79 % 3.18% Rate of compensation increase 3.00 % 3.00% 3.18 % 1.98 % — — Rate of increase in pensions — — 2.07 % 1.90 % — — Weighted average assumptions used to determine net periodic benefit cost were as follows: U.S. Pension Plans International Pension Plans OPRB Plans Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Discount rate 2.62 % 2.39% — 2.61 % 2.29 % 1.72 % 3.18 % 2.72% — Rate of compensation increase 3.00 % 3.00% — 1.98 % 2.84 % 1.74 % — — — Rate of increase in pensions — — — 1.90 % 1.68 % 1.58 % — — — Rate of return on plan assets 5.10 % 5.00% — 3.36 % 2.85 % 3.41 % 3.36 % — — The accumulated pension benefit obligation for Dole’s OPRB plan was determined using the following assumed annual rate of increase in the per capita cost of covered health care benefits: 2022 2021 Health care costs trend rate assumed for next year 6.65% 6.49% Rate of increase to which the cost of benefits is assumed to decline (the ultimate trend rate) 4.49% 4.50% Year that the rate reaches the ultimate trend rate 2030 2029 |
Schedule of Plan Asset Allocations | The following is the target asset mix for Dole’s pension plans, which management believes provides the optimal trade-off of diversification and long-term asset growth: Target Fixed income securities 50% Equity securities 23% Other 27% Total 100% Dole’s pension plan weighted average asset allocations by asset category was as follows: Year Ended December 31, 2022 December 31, 2021 Fixed income securities 52% 48% Equity securities 23% 27% Other 25% 25% Total 100% 100% |
Schedule of Plan Assets | The carrying value and estimated fair values of Dole’s retirement plan assets are summarized below: Fair Value Measurements as of December 31, 2022 Using Quoted Prices in (Level 1) Significant Other (Level 2) Significant (Level 3) Total (U.S. Dollars in thousands) Cash and cash equivalents $ 5,695 $ 8,854 $ — $ 14,549 Fixed-income securities 33,260 100,964 — 134,224 Insurance contracts — 16,627 — 16,627 Equity securities 4,930 22,671 — 27,601 Other 8,682 8,135 — 16,817 Investments measured at fair value 52,567 157,251 — 209,818 Investments measured at net asset value — — — 92,313 Total plan assets at fair value $ 52,567 $ 157,251 $ — $ 302,131 Fair Value Measurements as of December 31, 2021 Using Quoted Prices in Significant Other (Level 2) Significant (Level 3) Total (U.S. Dollars in thousands) Cash and cash equivalents $ 8,276 $ — $ — $ 8,276 Fixed-income securities 45,380 217,127 — 262,507 Insurance contracts — 43,053 — 43,053 Equity securities 7,688 101,890 8,058 117,636 Other 2,261 12,270 122 14,653 Investments measured at fair value 63,605 374,340 8,180 446,125 Investments measured at net asset value — — — 13,925 Total plan assets at fair value $ 63,605 $ 374,340 $ 8,180 $ 460,050 |
Schedule of Level 3 Plan Assets | The table below sets forth a summary of the transfers and purchases of the plans’ Level 3 assets for the years ended December 31, 2022 and December 31, 2021: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Common Collective Trusts Interest in Total (U.S. Dollars in thousands) Balance as of December 31, 2020 $ — $ — $ — Acquisitions 113 8,498 8,611 Net realized and unrealized gains (losses) 9 (1,251) (1,242) Net purchases, issuances and settlements — 811 811 Balance as of December 31, 2021 122 8,058 8,180 Settlements and reclassifications (122) (8,058) (8,180) Balance as of December 31, 2022 $ — $ — $ — |
Schedule of Estimated Future Benefit Payments | The following table presents estimated future benefit payments: U.S. Pension International Pension Plans OPRB Plans (U.S. Dollars in thousands) 2023 $ 20,141 $ 19,328 $ 1,992 2024 19,359 13,356 1,825 2025 18,438 12,954 1,730 2026 17,622 14,301 1,611 2027 16,830 14,790 1,481 Thereafter 71,645 75,398 5,042 Total $ 164,035 $ 150,127 $ 13,681 |
Schedule of Multi-Employer Plan | The following table presents details for Dole’s U.S. multi-employer defined benefit plan: Pension Protection Act Zone Status Contributions for the Year Ended Pension Plan EIN/Pension Fiscal 2022 December 31, 2022 December 31, 2021 December 31, 2020 Expiration of Agreement (U.S. Dollars in thousands) Western Conference of Teamsters 91-6145047-001 Not critical $ 917 $ 372 $ — 8/15/2024 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Positions, Terms and Discount Rates | The following tables present the lease-related assets and liabilities recorded in the consolidated balance sheets: Lease-related assets as of December 31, 2022 Lease-related assets as of December 31, 2021 Operating lease right-of-use assets Property, plant & equipment, net Operating lease right-of-use assets Property, plant & equipment, net (U.S. Dollars in thousands) Operating leases $ 392,797 $ — $ 368,632 $ — Finance leases — 29,177 — 40,739 $ 392,797 $ 29,177 $ 368,632 $ 40,739 Lease-related liabilities as of December 31, 2022 Current maturities of operating leases Operating leases, less current maturities Current portion of long-term debt, net Long-term debt, net (U.S. Dollars in thousands) Operating leases $ 81,968 $ 320,272 $ — $ — Finance leases — — 6,609 23,276 $ 81,968 $ 320,272 $ 6,609 $ 23,276 Lease-related liabilities as of December 31, 2021 Current maturities of operating leases Operating leases, less current maturities Current portion of long-term debt, net Long-term debt, net (U.S. Dollars in thousands) Operating leases $ 73,046 $ 305,714 $ — $ — Finance leases — — 10,039 30,680 $ 73,046 $ 305,714 $ 10,039 $ 30,680 The weighted-average remaining lease term and discount rate for the Company’s lease profile as of December 31, 2022 and December 31, 2021 was as follows: Weighted-average remaining lease term (in years): December 31, 2022 December 31, 2021 Operating leases 7.4 8.0 Finance leases 5.9 5.6 Weighted-average discount rate (%): December 31, 2022 December 31, 2021 Operating leases 4.5% 3.2% Finance leases 3.7% 3.5% In the ordinary course of business, Dole enters into a number of lease agreements with related parties. During the periods presented, Dole, as a lessee, had the following lease liability balances with related parties: Lease-related Liabilities with Related Parties as of December 31, 2022 Lease-related Liabilities with Related Parties as of December 31, 2021 Current maturities of operating leases Operating leases, less current maturities Current maturities of operating leases Operating leases, less current maturities (U.S. Dollars in thousands) Operating leases $ 3,787 $ 22,194 $ 1,254 $ 12,553 Finance leases 1,053 895 — — $ 4,840 $ 23,089 $ 1,254 $ 12,553 |
Schedule of Lease Costs And Supplemental Cash Flow Data | The following table presents certain information related to lease costs for finance and operating leases for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Finance lease costs: (U.S. Dollars in thousands) Depreciation of lease assets $ 9,740 $ 6,610 $ 1,192 Interest on lease liabilities 1,223 968 114 Operating lease costs 94,832 54,892 27,289 Short-term lease costs 20,315 8,719 1,433 Variable lease costs 19,060 8,088 1,021 Sublease income (10,875) (4,658) (363) Total lease costs $ 134,295 $ 74,619 $ 30,686 The following represents the disaggregation of certain cash flow supplementary data by finance and operating lease classifications: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: (U.S. Dollars in thousands) Operating cash flows from finance leases $ 1,223 $ 968 $ — Operating cash flows from operating leases 96,707 43,735 29,397 Financing cash flows from finance leases 8,183 6,332 2,844 Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) Right-of-use assets obtained in exchange for finance lease liabilities $ 776 $ 5,452 $ 9,892 Right-of-use assets obtained in exchange for operating lease liabilities 105,832 40,584 20,978 |
Schedule of Operating Lease Liability Maturity | The following table reconciles the undiscounted cash flows for each of the first five years and total remaining years to the finance and operating lease liabilities recorded on the balance sheet as of December 31, 2022: Finance Leases Operating Leases (U.S. Dollars in thousands) 2023 $ 7,046 $ 95,934 2024 6,454 81,423 2025 8,154 69,907 2026 2,684 56,774 2027 2,655 48,340 Thereafter 6,296 117,130 Total lease payments 33,289 469,508 Less: present value discount (3,404) (67,268) $ 29,885 $ 402,240 |
Schedule of Finance Lease Liability Maturity | The following table reconciles the undiscounted cash flows for each of the first five years and total remaining years to the finance and operating lease liabilities recorded on the balance sheet as of December 31, 2022: Finance Leases Operating Leases (U.S. Dollars in thousands) 2023 $ 7,046 $ 95,934 2024 6,454 81,423 2025 8,154 69,907 2026 2,684 56,774 2027 2,655 48,340 Thereafter 6,296 117,130 Total lease payments 33,289 469,508 Less: present value discount (3,404) (67,268) $ 29,885 $ 402,240 |
Schedule of Lessor Rental Income | Rental income recognized on agreements where Dole acted as the lessor was as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Rental income: (U.S. Dollars in thousands) Other income (expense), net $ 11,727 $ 5,202 $ 2,708 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | Dole had the following derivative instruments outstanding as of December 31, 2022: Aggregate Notional Amount Foreign currency forward contracts by currency: United States Dollar $53.0 million Euro €375.5 million British Pound Sterling £12.9 million Swedish Krona SEK 22.0 million Interest rate swap contract $700.0 million Bunker fuel hedges 25.5 thousand metric tons |
Schedule of Derivative Instruments in the Balance Sheet at Fair Value | The following table presents the balance sheet location and fair value of the derivative instruments by type: Fair Value Measurements as of December 31, 2022 Accrued Liabilities Other Assets Other Receivables, net Foreign currency forward contracts: (U.S. Dollars in thousands) Cash flow hedges $ (5,726) $ — $ 490 Non-designated cash flow hedges (206) — 872 Fair value hedges — — 4 Bunker fuel hedges (3,396) — — Interest rate swap contracts — 59,104 — $ (9,328) $ 59,104 $ 1,366 Fair Value Measurements as of December 31, 2021 Accrued Liabilities Other Assets Other Receivables, net Foreign currency forward contracts: (U.S. Dollars in thousands) Cash flow hedges $ (222) $ — $ 2,183 Non-designated cash flow hedges (578) — 202 Bunker fuel hedges — — 1,023 Interest rate swap contracts — 10,102 — $ (800) $ 10,102 $ 3,408 |
Schedule of Realized and Unrealized Derivative Gains (Losses) | The following tables represent Dole’s realized and unrealized derivative gains (losses) and respective location in the financial statements for all derivative instruments for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Year Ended December 31, 2022 Gains (losses) deferred in Accumulated Other Comprehensive Loss Cost of Sales Other income (expense), net Realized gains: (U.S. Dollars in thousands) Cash flow hedges $ — $ 22,546 $ — Non-designated cash flow hedges — 3,341 — Bunker fuel hedges — 2,834 — Total net realized gains $ — $ 28,721 $ — Unrealized gains (losses): Cash flow hedges $ (6,380) $ — $ — Non-designated cash flow hedges — 589 — Fair values hedges — — 469 Bunker fuel hedges — (3,437) — Interest rate swap contracts 49,002 — — Total net unrealized gains (losses) $ 42,622 $ (2,848) $ 469 Year Ended December 31, 2021 Gains deferred in Accumulated Other Comprehensive Loss Cost of Sales Other income (expense), net Realized gains (losses): (U.S. Dollars in thousands) Cash flow hedges $ — $ 2,399 $ — Non-designated cash flow hedges — (403) — Bunker fuel hedges — 2,358 — Total net realized gains $ — $ 4,354 $ — Unrealized gains (losses): Cash flow hedges $ 1,336 $ — $ — Non-designated cash flow hedges — 388 — Bunker fuel hedges — (1,645) — Interest rate swap contracts 10,102 — — Total net unrealized gains (losses) $ 11,438 $ (1,257) $ — Year Ended December 31, 2020 Gains deferred in Accumulated Other Comprehensive Loss Cost of Sales Other income (expense), net Unrealized (losses): (U.S. Dollars in thousands) Non-designated cash flow hedges $ — $ (682) $ — Total net unrealized (losses) $ — $ (682) $ — |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables present the fair values of the Company’s assets and liabilities remeasured at fair value as of December 31, 2022 and December 31, 2021 . Fair Value Measurements as of December 31, 2022 Using Balance Sheet Classification Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant (Level 3) Total Foreign currency forward contracts: (U.S. Dollars in thousands) Other receivables, net $ — $ 1,366 $ — $ 1,366 Accrued liabilities — (5,932) — (5,932) Bunker fuel hedges: Accrued liabilities — (3,396) — (3,396) Interest rate swap contracts: Other assets — 59,104 — 59,104 Rabbi Trust investments: Short-term investments — — 5,367 5,367 Long-term investments — — 16,498 16,498 Contingent consideration: Contingent consideration — — (1,791) (1,791) Contingent consideration, less current portion — — (5,022) (5,022) Total $ — $ 51,142 $ 15,052 $ 66,194 Fair Value Measurements as of December 31, 2021 Using Balance Sheet Classification Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Foreign currency forward contracts: (U.S. Dollars in thousands) Other receivables, net $ — $ 2,385 $ — $ 2,385 Accrued liabilities — (800) — (800) Bunker fuel hedges: Other receivables, net — 1,023 — 1,023 Interest rate swap contracts: Other assets — 10,102 — 10,102 Rabbi Trust investments: Short-term investments — — 6,115 6,115 Long-term investments — — 23,433 23,433 Contingent consideration: Contingent consideration — — (2,958) (2,958) Contingent consideration, less current portion — — (4,302) (4,302) Total $ — $ 12,710 $ 22,288 $ 34,998 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The table below sets forth a summary of changes in the fair value of the Level 3 investments, excluding contingent consideration and pension assets, for the years ended December 31, 2022 and December 31, 2021: Fair Value Measurements Using Significant (U.S. Dollars in thousands) Balance as of December 31, 2020 $ 406 Additions from the acquisition of Legacy Dole 29,574 Transfers out of Level 3 investments (406) Net realized and unrealized losses recognized in earnings (286) Plan contributions 1,210 Plan distributions (950) Balance as of December 31, 2021 $ 29,548 Net realized and unrealized losses recognized in earnings* (3,835) Plan contributions 458 Plan distributions (4,306) Balance as of December 31, 2022 $ 21,865 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The table below sets forth a summary of changes in the fair value of the Level 3 contingent consideration for the years ended December 31, 2022 and December 31, 2021: Fair Value Measurements Using Significant (U.S. Dollars in thousands) Balance as of December 31, 2020 $ (10,698) Additions (944) Payments 5,031 Remeasurement loss (1,036) Foreign exchange impact 387 Balance as of December 31, 2021 $ (7,260) Additions (2,907) Payments 2,909 Remeasurement gain 14 Foreign exchange impact 431 Balance as of December 31, 2022 $ (6,813) |
Fair Value, Liabilities Measured on Recurring Basis | The carrying values for Term Loan A and Term Loan B, net of debt discounts and debt issuance costs, and gross estimated fair values of Dole’s debt based on Level 2 inputs in the fair value hierarchy are summarized below: December 31, 2022 December 31, 2021 (U.S. Dollars in thousands) Carrying Value $ 806,326 $ 815,764 Estimated Fair Value $ 795,039 $ 833,637 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Purchase Commitments | As of December 31, 2022, aggregate estimated future payments under such purchase commitments, based on December 2022 pricing and volumes, were as follows: Amount (U.S. Dollars in thousands) 2023 $ 973,186 2024 508,249 2025 370,423 2026 260,593 2027 260,593 Thereafter 362,764 Total $ 2,735,808 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Reconciliation of Share Activity | A rollforward of share activity as of December 31, 2022 and December 31, 2021 was as follows: Amount (In thousands) Outstanding shares as of December 31, 2020 410,725 Net shares issued related to stock-based compensation 4,545 Cancellation of treasury shares (22,000) Total Produce share exchange (337,088) Shares issued to the C&C Parties 11,917 Primary IPO Transaction issuance 25,000 Secondary issuance 1,779 Outstanding shares as of December 31, 2021 94,878 Net shares issued related to stock-based compensation 21 Outstanding shares as of December 31, 2022 94,899 |
Summary of Stock Option Valuation Assumptions | The following table summarizes the assumptions used for estimating the fair values of the stock options and RSUs with a market condition upon grant date: Assumption RSUs with a market condition Stock Options Risk-free interest rate 2.1 % 0.9 % Expected volatility 45.0 % 32.5 % Dividend yield 2.5 % 1.5 % Expected term (years) N/A 6.5 |
Rollforward of Share-based Compensation Awards Outstanding | For the year ended December 31, 2022, a rollforward of share-based compensation awards outstanding by number and weighted-average exercise price of stock options or weighted-average grant-date fair value of RSUs and RSUs with a market condition was as follows: Stock Options RSUs RSUs with a market condition Number of shares Weighted-average exercise price Number of shares Weighted-average grant date fair value Number of shares Weighted-average grant date fair value (Number of shares in thousands and weighted-average amounts are U.S. dollars per share) Outstanding awards as of December 31, 2021 453 $ 15.72 209 $ 15.88 — $ — Granted — — 261 12.88 425 13.70 Vested — — (40) 12.87 — — Forfeited — — (18) 13.59 (25) 15.33 Outstanding awards as of December 31, 2022 453 $ 15.72 412 $ 13.71 400 $ 13.59 |
Summary of Dividends Declared and Paid | The following table summarizes dividends per share declared for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Date Declared Amount (per share) (U.S. Dollars) 11/16/2022 $ 0.08 8/22/2022 $ 0.08 5/24/2022 $ 0.08 3/14/2022 $ 0.08 12/2/2021 $ 0.08 5/28/2021 $ 0.03 1/29/2021 $ 0.01 9/2/2020 $ 0.03 The following table summarizes total dividends declared for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) Dividends $ (30,582) $ (24,699) $ (11,875) |
Schedule of Accumulated Other Comprehensive Loss | A rollforward of the changes in accumulated other comprehensive loss, disaggregated by component, was as follows for the years ended December 31, 2022, December 31, 2021 and December 31, 2020. Changes in Accumulated Other Comprehensive Loss by Component Fair Value of Derivatives Pension & Other Postretirement Benefits Foreign Currency Translation Total (U.S. Dollars in thousands) Balance as of December 31, 2019 $ — $ (65,065) $ (66,539) $ (131,604) Other comprehensive income (loss) attributable to Dole plc before reclassifications, net of tax (2,578) (13,451) 17,759 1,730 Gross amounts reclassified from accumulated other comprehensive loss — 1,295 — 1,295 Tax reclassified from accumulated other comprehensive loss — (224) — (224) Net other comprehensive income (loss) attributable to Dole plc (2,578) (12,380) 17,759 2,801 Balance as of December 31, 2020 $ (2,578) $ (77,445) $ (48,780) $ (128,803) Other comprehensive income (loss) attributable to Dole plc before reclassifications, net of tax 14,085 1,857 (27,669) (11,727) Reclassification of pension activity to accumulated other comprehensive loss* — 15,462 — 15,462 Gross amounts reclassified from accumulated other comprehensive loss (3,739) 378 1,721 (1,640) Tax reclassified from accumulated other comprehensive loss 863 (74) — 789 Net other comprehensive income (loss) attributable to Dole plc 11,209 17,623 (25,948) 2,884 Balance as of December 31, 2021 $ 8,631 $ (59,822) $ (74,728) $ (125,919) Other comprehensive income (loss) attributable to Dole plc before reclassifications, net of tax 48,448 21,530 (38,329) 31,649 Gross amounts reclassified from accumulated other comprehensive loss (22,447) 1,548 5,445 (15,454) Tax reclassified from accumulated other comprehensive loss 5,785 (194) — 5,591 Net other comprehensive income (loss) attributable to Dole plc 31,786 22,884 (32,884) 21,786 Balance at December 31, 2022 $ 40,417 $ (36,938) $ (107,612) $ (104,133) *See Note 2 “Basis of Presentation and Summary of Significant Accounting Policies” for details on the reclassification of pension activity in the year ended December 31, 2021. |
REDEEMABLE NONCONTROLLING INT_2
REDEEMABLE NONCONTROLLING INTERESTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Noncontrolling Interest | The following table presents the changes in redeemable NCI for each of the years ended December 31, 2022 and December 31, 2021: Amount (U.S. Dollars in thousands) Balance as of December 31, 2020 $ 30,317 Share of net income 3,304 Share of items recognized in other comprehensive (loss) (1,054) Dividends paid to redeemable noncontrolling interest holders (5,972) Accretion to redemption value recognized in additional paid-in capital 6,332 Foreign exchange impact (151) Balance as of December 31, 2021 32,776 Share of net income 3,455 Share of items recognized in other comprehensive (loss) (437) Dividends paid to redeemable noncontrolling interest holders (4,085) Accretion to redemption value recognized in additional paid-in capital 2,385 Foreign exchange impact (1,783) Balance as of December 31, 2022 $ 32,311 |
INVESTMENTS IN UNCONSOLIDATED_2
INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule Of Equity Method Investments | The following table provides a rollforward of the carrying amount of Total Produce’s 45.0% investment in Legacy Dole as of December 31, 2021: Amount (U.S. Dollars in thousands) Carrying amount as of December 31, 2020 $ 340,485 Share of net income 38,874 Share of other comprehensive income 3,999 Share of repayment of receivable from affiliates 469 Impairment (122,926) Equity method investment becoming subsidiary (259,000) Foreign exchange impact (1,901) Carrying amount as of December 31, 2021 $ — Summarized financial information for Legacy Dole for the period from January 1, 2021 to July 29, 2021, for the year ended December 31, 2020 and as of July 29, 2021 are as follows in the tables below. Unless otherwise noted, the results included herein represent Legacy Dole’s operations rather than the share attributable to the Company. Period Ended Year Ended July 29, December 31, 2020 Summary Statements of Operations: (U.S. Dollars in thousands) Revenue, net $ 2,878,597 $ 4,671,999 Cost of sales (2,601,253) (4,306,200) Selling, marketing, general and administrative expenses (124,417) (189,912) Net interest expense (36,998) (72,906) Equity method earnings 27 2,149 Other income (expense), net 2,859 (29,305) Income tax expense (30,557) (25,332) Loss from discontinued operations — (43) Less: Net income attributable to noncontrolling interests (1,872) (1,854) Net income attributable to equity shareholders $ 86,386 $ 48,596 Dole plc share of net income attributable to equity shareholders $ 38,874 $ 21,868 July 29, 2021 Summary Balance Sheets: (U.S. Dollars in thousands) Current assets $ 927,026 Intangible assets 278,079 Property, plant and equipment 1,094,605 Operating lease right-of-use assets 224,451 Assets held-for-sale 5,357 Other non-current assets 157,891 Debt (1,378,473) Operating lease liabilities (221,072) Other non-current liabilities (332,931) Other current liabilities (626,609) Noncontrolling interest (10,252) Net assets 118,072 Total Produce share of net assets 53,132 Goodwill 328,794 Impairment recognized upon the Acquisition (122,926) Carrying amount of investment $ 259,000 The following table presents the Company’s maximum exposure to loss in Dole as a VIE as of July 29, 2021: July 29, 2021 (U.S. Dollars in thousands) Carrying value of equity investment in Legacy Dole $ 259,000 Maximum exposure to loss $ 259,000 The following table presents sales to and purchases from Legacy Dole for the period from January 1, 2021 to July 29, 2021 and for the year ended December 31, 2020: Period Ended Year Ended July 29, 2021 December 31, 2020 (U.S. Dollars in thousands) Sales $ 9,974 $ 8,900 Purchases $ 30,856 $ 49,000 The following table presents amounts due from and to Legacy Dole as of July 29, 2021: July 29, 2021 (U.S. Dollars in thousands) Amounts due from Legacy Dole presented within accounts receivable $ 1,800 Amounts due to Legacy Dole presented within accounts payable $ 8,700 Summarized aggregated financial information for all other equity method investments for the years ended December 31, 2022, December 31, 2021 and December 31, 2020 and as of December 31, 2022 and December 31, 2021 are as follows in the tables below. Unless stated otherwise, the information reflects the amounts reported in the financial statements of the investment entities rather than the share attributable to the Company. Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Summary Statements of Operations: (U.S. Dollars in thousands) Revenue, net $ 1,720,489 $ 1,760,608 $ 1,605,660 Cost of sales (1,614,293) (1,601,557) (1,383,617) Other activity (88,759) (123,603) (187,547) Net income $ 17,437 $ 35,448 $ 34,496 Net income attributable to Dole plc $ 7,270 $ 14,851 $ 15,168 December 31, 2022 December 31, 2021 Summary Balance Sheets: (U.S. Dollars in thousands) Current assets $ 334,317 $ 343,000 Non-current assets 297,337 325,094 Current liabilities (221,370) (243,986) Non-current liabilities (147,507) (147,583) Noncontrolling interest (2,057) (2,686) Net assets $ 260,720 $ 273,839 Dole plc share of net assets 94,318 99,533 Goodwill 26,551 27,001 Carrying amount of investments $ 120,869 $ 126,534 The following table presents sales to and purchases from other investments in unconsolidated affiliates for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) Sales $ 124,084 $ 110,797 $ 104,721 Purchases $ 161,841 $ 141,975 $ 64,204 The following tables presents amounts due from and to investments in unconsolidated affiliates as of December 31, 2022 and December 31, 2021: December 31, 2022 December 31, 2021 (U.S. Dollars in thousands) Amounts due from investments in unconsolidated affiliates presented within trade receivables $ 27,950 $ 21,389 Amounts due from investments in unconsolidated affiliates presented within other receivables $ 3,224 $ — Amounts due to investments in unconsolidated affiliates presented within accounts payable $ 9,225 $ 13,897 Amounts due from investments in unconsolidated affiliates presented within other assets $ 8,396 $ 9,314 The following table provides a reconciliation of equity method earnings in the consolidated statements of operations for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars in thousands) Equity method earnings - other than Legacy Dole $ 7,270 $ 14,851 $ 15,168 Equity method earnings - Legacy Dole — 38,874 21,868 Deferred income tax expense related to Legacy Dole — (10,441) (6,757) Share of equity method earnings 7,270 43,284 30,279 Impairment of original 45.0% investment in Legacy Dole — (122,926) — Gain on preexisting contractual arrangements with Legacy Dole — 93,000 — Gain on release of deferred tax reserves attributable to Legacy Dole — 20,124 — Gain on release of Legacy Dole indemnities — 4,403 — Gain on release of cumulative equity reserves attributable to Legacy Dole — 1,376 — Net impact of step-up acquisition of Legacy Dole — (4,023) — Gain on step-up acquisition of other equity method investments — 7,670 — Gain (loss) on disposal of equity method investment (544) 1,096 — Equity method earnings $ 6,726 $ 48,027 $ 30,279 |
Schedule of Investments in Unconsolidated Affiliates | A rollforward of the carrying amount of Dole’s investments in unconsolidated affiliates, other than Legacy Dole, as of December 31, 2022 and December 31, 2021 was as follows: Amount (U.S. Dollars in thousands) Carrying amount as of December 31, 2020 $ 118,072 Share of income after tax 14,851 Acquisition of Legacy Dole investments 22,314 Other additions 3,242 Gain on step-up acquisition of other equity method investments 7,670 Equity method investments becoming subsidiaries (11,970) Disposals (9,537) Dividends received from investments (10,611) Foreign exchange impact and other (5,624) Carrying amount as of December 31, 2021 $ 128,407 Share of income after tax 7,270 Additions 3,450 Subsidiary becoming equity method investment 712 Disposals (1,087) Dividends received from investments (9,391) Foreign exchange impact and other (5,122) Carrying amount as of December 31, 2022 $ 124,239 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents basic earnings (loss) per share for each of the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars and shares in thousands, except per share amounts) Net income (loss) attributable to Dole plc $ 86,496 $ (7,219) $ 52,488 Weighted average number of shares – basic 94,886 72,190 55,509 Net income (loss) per share attributable to Dole plc - basic $ 0.91 $ (0.10) $ 0.95 Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (U.S. Dollars and shares in thousands, except per share amounts) Net income (loss) attributable to Dole plc $ 86,496 $ (7,219) $ 52,488 Weighted average number of shares - basic 94,886 72,190 55,509 Effect of share options with a dilutive effect 20 — 83 Weighted average number of shares - diluted 94,906 72,190 55,592 Net income (loss) per share attributable to Dole plc - diluted $ 0.91 $ (0.10) $ 0.94 |
NATURE OF OPERATIONS (Details)
NATURE OF OPERATIONS (Details) $ / shares in Units, $ in Thousands, shares in Millions | 12 Months Ended | |||||||
Aug. 30, 2021 $ / shares shares | Jul. 30, 2021 $ / shares shares | Dec. 31, 2022 USD ($) country product | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 30, 2023 USD ($) | Jul. 29, 2021 | Jul. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Number of products grown and sourced | product | 300 | |||||||
Number of countries products are grown and sourced | country | 30 | |||||||
Number of countries products are distributed to | country | 75 | |||||||
Underwriting fees and other issuance costs | $ 29,600 | |||||||
Net proceeds from issuance of shares | $ 0 | 398,876 | $ 0 | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Vegetables Transaction | Fresh Express | Subsequent Event | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Sale of division | $ 293,000 | |||||||
IPO | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Shares issued (in shares) | shares | 25 | |||||||
Price per share of shares issued (in USD per share) | $ / shares | $ 16 | |||||||
Gross proceeds from issuance of shares | 428,500 | |||||||
Underwriting fees and other issuance costs | 29,600 | |||||||
Net proceeds from issuance of shares | $ 398,900 | |||||||
Over-Allotment Option | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Shares issued (in shares) | shares | 1.8 | |||||||
Price per share of shares issued (in USD per share) | $ / shares | $ 16 | |||||||
Total Produce | Dole plc | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Equity interest prior to acquisition | 82.50% | |||||||
C&C Parties | Dole plc | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Equity interest prior to acquisition | 17.50% | |||||||
Legacy Dole | Total Produce | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Ownership percentage | 45% | 45% |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) property | Jul. 31, 2018 | |
Accounting Policies [Line Items] | ||||
Marketing and advertising costs | $ 19,300,000 | $ 10,600,000 | $ 5,300,000 | |
Research and development costs | 10,800,000 | 5,800,000 | 0 | |
Merger, transaction and other related costs | 0 | 30,072,000 | 396,000 | |
Gain on asset sales | 11,600,000 | 0 | 0 | |
Income (loss) from discontinued operations | 0 | 0 | 0 | |
Impairment of property, plant and equipment | $ 397,000 | 0 | $ 1,210,000 | |
Number of properties impaired | property | 3 | |||
Number of operating segments | segment | 4 | |||
Number of reporting units | segment | 4 | |||
Impairment of goodwill and intangible assets | $ 0 | 0 | $ 0 | |
Bank overdrafts | 8,623,000 | 9,395,000 | ||
Contingent consideration | $ 6,813,000 | 7,260,000 | $ 10,698,000 | |
Minimum | ||||
Accounting Policies [Line Items] | ||||
Useful lives of property, plant and equipment | 25 years | |||
Definite-lived intangible assets useful life | 3 years | |||
Maximum | ||||
Accounting Policies [Line Items] | ||||
Useful lives of property, plant and equipment | 2 years | |||
Definite-lived intangible assets useful life | 15 years | |||
Reclassification out of Accumulated Other Comprehensive Income | ||||
Accounting Policies [Line Items] | ||||
Pension losses reclassified to retained earnings | $ 15,500,000 | |||
Legacy Dole | Total Produce | ||||
Accounting Policies [Line Items] | ||||
Ownership percentage | 45% | 45% |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Finished products | $ 217,522 | $ 233,666 |
Raw materials and work in progress | 124,114 | 89,312 |
Crop growing costs | 41,832 | 40,671 |
Agricultural and other operating supplies | 53,410 | 47,088 |
Inventories, net of allowances | $ 436,878 | $ 410,737 |
BUSINESS COMBINATIONS AND TRA_3
BUSINESS COMBINATIONS AND TRANSACTIONS - Narrative (Details) $ / shares in Units, $ in Thousands | 7 Months Ended | 12 Months Ended | |||||
Jul. 29, 2021 USD ($) | Jul. 29, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) subsidiary | Dec. 31, 2020 USD ($) subsidiary | Jul. 30, 2021 $ / shares | Jul. 31, 2018 USD ($) | |
Business Acquisition [Line Items] | |||||||
Investment balance | $ 120,900 | $ 126,500 | |||||
Underwriting fees and other issuance costs | 29,600 | ||||||
Merger, transaction and other related costs | 0 | 30,072 | $ 396 | ||||
Goodwill | 497,453 | 511,333 | 234,161 | ||||
Incremental charge to costs of sales related to uplift of inventory acquired | 35,200 | ||||||
Incremental charge to costs of sales related to uplift of property, plant and equipment acquired | 39,700 | 28,400 | |||||
Incurred costs related to fair value of inventory acquired | 1,400 | 2,300 | |||||
Goodwill acquired | 1,197 | 290,420 | |||||
Gain on disposal of businesses | 192 | $ 11 | $ 0 | ||||
Discontinued Operations, Disposed of by Sale | |||||||
Business Acquisition [Line Items] | |||||||
Gain on disposal of businesses | 200 | ||||||
Number of subsidiaries divested | subsidiary | 2 | 0 | |||||
IPO | |||||||
Business Acquisition [Line Items] | |||||||
Price per share of shares issued (in USD per share) | $ / shares | $ 16 | ||||||
Underwriting fees and other issuance costs | $ 29,600 | ||||||
Legacy Dole | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration | $ 576,186 | ||||||
Goodwill | 273,300 | $ 273,300 | 273,274 | 274,048 | |||
Tax deductible goodwill | 0 | 0 | |||||
Intangible assets acquired | 310,700 | 310,700 | 310,659 | 310,659 | |||
Previously uncapitalized costs included in inventory acquired | 35,200 | 35,200 | |||||
Previously uncapitalized costs included in property, plant and equipment acquired | 68,100 | 68,100 | |||||
Legacy Dole | DOLE brand | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets acquired | $ 306,300 | $ 306,300 | |||||
Other Acquisitions | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill acquired | 1,200 | ||||||
Total Produce | Dole plc | |||||||
Business Acquisition [Line Items] | |||||||
Equity interest acquired | 82.50% | 82.50% | |||||
Total Produce | Legacy Dole | |||||||
Business Acquisition [Line Items] | |||||||
Equity interest acquired | 55% | 55% | |||||
Total consideration | $ 576,200 | ||||||
Legacy Dole | |||||||
Business Acquisition [Line Items] | |||||||
Remaining ownership percentage | 0.550 | ||||||
C&C Parties | Dole plc | |||||||
Business Acquisition [Line Items] | |||||||
Equity interest acquired | 17.50% | 17.50% | |||||
Legacy Dole | |||||||
Business Acquisition [Line Items] | |||||||
Investment balance | $ 259,000 | $ 259,000 | 0 | $ 340,485 | |||
Impairment recognized upon the Acquisition | 122,926 | 0 | 122,926 | 0 | |||
Gain (loss) on step-up acquisition | $ 0 | $ 4,023 | $ 0 | ||||
Goodwill | 328,794 | 328,794 | |||||
Legacy Dole | Total Produce | |||||||
Business Acquisition [Line Items] | |||||||
Ownership percentage | 45% | 45% | |||||
Investment balance | $ 259,000 | $ 259,000 | $ 300,000 |
BUSINESS COMBINATIONS AND TRA_4
BUSINESS COMBINATIONS AND TRANSACTIONS - Schedule of Components of Purchase Price (Details) - Legacy Dole $ in Thousands | Jul. 29, 2021 USD ($) |
Business Acquisition [Line Items] | |
Equity instruments | $ 576,186 |
Cash acquired | (108,973) |
Net intercompany payable to Legacy Dole at acquisition | (6,900) |
Net consideration | $ 460,313 |
BUSINESS COMBINATIONS AND TRA_5
BUSINESS COMBINATIONS AND TRANSACTIONS - Schedule of Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Jul. 29, 2021 | Dec. 31, 2020 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ||||
Goodwill | $ 497,453 | $ 511,333 | $ 234,161 | |
Measurement Period Adjustments | ||||
Goodwill | (773) | |||
Legacy Dole | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ||||
Current assets, less inventory and cash acquired | 617,552 | 611,526 | ||
Inventory | 256,979 | 257,201 | ||
Property, plant and equipment | 1,262,914 | 1,265,303 | ||
Intangible assets | 310,659 | 310,659 | $ 310,700 | |
Other assets | 423,855 | 427,153 | ||
Goodwill | 273,274 | 274,048 | $ 273,300 | |
Current liabilities, less current portion of debt | (664,464) | (662,590) | ||
Debt | (1,392,343) | (1,392,176) | ||
Other liabilities | (618,495) | (621,193) | ||
Assets and liabilities acquired | 469,931 | 469,931 | ||
Noncontrolling interests assumed | (9,618) | (9,618) | ||
Net assets and liabilities acquired | 460,313 | $ 460,313 | ||
Measurement Period Adjustments | ||||
Current assets, less inventory and cash acquired | 6,026 | |||
Inventory | (222) | |||
Property, plant and equipment | (2,389) | |||
Other assets | (3,298) | |||
Goodwill | (774) | |||
Current liabilities, less current portion of debt | (1,874) | |||
Debt | (167) | |||
Other liabilities | 2,698 | |||
Assets and liabilities acquired | $ 0 |
BUSINESS COMBINATIONS AND TRA_6
BUSINESS COMBINATIONS AND TRANSACTIONS - Schedule of Pro Forma Revenue and Earnings (Details) - Legacy Dole - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Revenue | $ 4,848,985 | $ 1,915,458 | $ 0 |
Net income (loss) attributable to Legacy Dole | $ 71,755 | $ (80,604) | $ 0 |
BUSINESS COMBINATIONS AND TRA_7
BUSINESS COMBINATIONS AND TRANSACTIONS - Schedule of Pro Forma Information and Nonrecurring Adjustments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Material and nonrecurring pro forma adjustments: | |||
Revenue, net | $ 9,228,853 | $ 6,454,402 | $ 4,345,939 |
Merger & IPO costs | 0 | (30,072) | (396) |
Net impact of interest, net of tax | 61,485 | 27,030 | 10,523 |
Removal of equity method earnings of Legacy Dole investment, net of tax | $ (6,726) | (48,027) | (30,279) |
Legacy Dole | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Revenue | 9,285,672 | 8,969,405 | |
Net income attributable to Dole plc | 151,651 | 8,567 | |
Legacy Dole | Acquisition-related Costs | |||
Material and nonrecurring pro forma adjustments: | |||
Incremental charges on biological assets and inventory and depreciation impact | 0 | (98,162) | |
Merger & IPO costs | 0 | (30,876) | |
Net impact of interest, net of tax | 0 | 29,653 | |
Removal of equity method earnings of Legacy Dole investment, net of tax | (24,396) | (19,134) | |
Legacy Dole | Acquisition-related Costs | Eliminations | |||
Material and nonrecurring pro forma adjustments: | |||
Revenue, net | $ (72,389) | $ (48,533) |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | $ 9,228,853 | $ 6,454,402 | $ 4,345,939 |
Retail | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 5,529,634 | 3,970,101 | 2,668,454 |
Wholesale | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 2,880,233 | 1,913,961 | 1,252,547 |
Food service | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 491,446 | 365,931 | 311,317 |
Commercial cargo | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 194,308 | 78,489 | 0 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 9,148 | 5,149 | 0 |
Revenue from sales to equity method investments | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 124,084 | 120,771 | 113,621 |
Diversified produce | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 5,026,573 | 4,730,080 | 4,221,899 |
Tropical fruit | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 2,580,192 | 982,652 | 0 |
Fresh-packed vegetables | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 295,677 | 120,648 | 0 |
Value-added salads | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 945,185 | 400,747 | 0 |
Health foods and consumer goods | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 122,733 | 136,149 | 124,040 |
Commercial cargo | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 194,308 | 78,489 | 0 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | $ 64,185 | $ 5,637 | $ 0 |
SEGMENTS - Narrative (Details)
SEGMENTS - Narrative (Details) - segment | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | 4 | ||
Legacy Dole | Total Produce | |||
Segment Reporting Information [Line Items] | |||
Ownership percentage | 45% | 45% |
SEGMENTS - Schedule of Sales an
SEGMENTS - Schedule of Sales and Adjusted EBITDA by Reportable Segment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Total revenue, net | $ 9,228,853,000 | $ 6,454,402,000 | $ 4,345,939,000 |
Income tax benefit (expense) | 34,059,000 | 13,333,000 | (18,130,000) |
Interest expense | (61,485,000) | (27,030,000) | (10,523,000) |
Depreciation | (120,104,000) | (61,551,000) | (24,634,000) |
Amortization of intangible assets | (10,893,000) | (11,404,000) | (11,548,000) |
Merger, transaction and other related costs | 0 | (30,072,000) | (396,000) |
Mark to market (losses) gains | (3,049,000) | 3,160,000 | (1,152,000) |
Gain on asset sales | 10,316,000 | 0 | 0 |
Impairment of property, plant and equipment | (397,000) | 0 | (1,210,000) |
Produce recalls | (15,809,000) | (17,649,000) | 0 |
Incremental charges on biological assets and inventory and depreciation impact | (41,145,000) | (65,916,000) | 0 |
Other items | 627,000 | 959,000 | 0 |
Net income | 111,690,000 | 16,808,000 | 71,252,000 |
Legacy Dole Equity Method Investment | |||
Segment Reporting Information [Line Items] | |||
Income tax benefit (expense) | (5,623,000) | (27,297,000) | (22,329,000) |
Interest expense | (1,731,000) | (18,282,000) | (34,631,000) |
Depreciation | (8,072,000) | (30,390,000) | (45,135,000) |
Amortization of intangible assets | (2,542,000) | (3,218,000) | (2,895,000) |
Other items | (186,000) | 2,039,000 | (7,706,000) |
Legacy Dole | |||
Segment Reporting Information [Line Items] | |||
Segment adjusted EBITDA | 0 | 93,353,000 | 114,117,000 |
Fresh Fruit | |||
Segment Reporting Information [Line Items] | |||
Segment adjusted EBITDA | 212,175,000 | 26,965,000 | 0 |
Diversified Fresh Produce – EMEA | |||
Segment Reporting Information [Line Items] | |||
Segment adjusted EBITDA | 114,718,000 | 128,098,000 | 105,089,000 |
Diversified Fresh Produce – Americas & ROW | |||
Segment Reporting Information [Line Items] | |||
Segment adjusted EBITDA | 44,277,000 | 41,737,000 | 32,335,000 |
Fresh Vegetables | |||
Segment Reporting Information [Line Items] | |||
Segment adjusted EBITDA | (33,446,000) | (27,000) | 0 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenue, net | 9,371,279,000 | 6,491,759,000 | 4,345,939,000 |
Operating Segments | Fresh Fruit | |||
Segment Reporting Information [Line Items] | |||
Total revenue, net | 3,047,149,000 | 1,133,038,000 | 0 |
Operating Segments | Diversified Fresh Produce – EMEA | |||
Segment Reporting Information [Line Items] | |||
Total revenue, net | 3,152,561,000 | 3,383,009,000 | 3,119,746,000 |
Operating Segments | Diversified Fresh Produce – Americas & ROW | |||
Segment Reporting Information [Line Items] | |||
Total revenue, net | 1,965,667,000 | 1,465,025,000 | 1,226,193,000 |
Operating Segments | Fresh Vegetables | |||
Segment Reporting Information [Line Items] | |||
Total revenue, net | 1,205,902,000 | 510,687,000 | 0 |
Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total revenue, net | $ (142,426,000) | $ (37,357,000) | $ 0 |
SEGMENTS - Schedule of Revenue
SEGMENTS - Schedule of Revenue and Long-Lived Assets, by Geographic Location (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue, net | $ 9,228,853 | $ 6,454,402 | $ 4,345,939 |
Total long-lived assets | 1,343,307 | 1,430,850 | |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue, net | 4,402,474 | 2,313,358 | 1,072,472 |
Total long-lived assets | 382,883 | 395,437 | |
Costa Rica | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total long-lived assets | 261,793 | 296,987 | |
Vessels and containers on-the-water or in-transit | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total long-lived assets | 207,621 | 234,959 | |
Honduras | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total long-lived assets | 108,993 | 117,419 | |
Chile | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total long-lived assets | 94,150 | 88,482 | |
Ecuador | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total long-lived assets | 85,200 | 88,011 | |
U.K. | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue, net | 782,497 | 796,474 | 687,760 |
Total long-lived assets | 35,256 | 36,995 | |
Czech Republic | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total long-lived assets | 30,913 | 32,636 | |
Sweden | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue, net | 574,682 | 613,911 | 549,447 |
Total long-lived assets | 28,189 | 30,793 | |
Denmark | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total long-lived assets | 24,266 | 26,578 | |
Spain | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue, net | 615,417 | 637,123 | 592,306 |
Total long-lived assets | 24,089 | 24,993 | |
Ireland | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue, net | 394,981 | 416,410 | 404,482 |
Total long-lived assets | 23,174 | 23,523 | |
Other | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue, net | 2,458,802 | 1,677,126 | $ 1,039,472 |
Total long-lived assets | $ 36,780 | $ 34,037 |
OTHER INCOME (EXPENSE), NET (De
OTHER INCOME (EXPENSE), NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |||
Rental income | $ 11,727 | $ 5,202 | $ 2,708 |
Unrealized gain on foreign currency denominated borrowings | 4,276 | 5,453 | 0 |
Unrealized gain on fair value hedges | 469 | 0 | 0 |
Non-cash realized gain on foreign currency denominated borrowings | 1,029 | 0 | 0 |
Loss on investments | (3,835) | (286) | 0 |
Non-service components of net periodic pension benefit (cost) | 1,573 | 176 | (2,169) |
Gain (loss) on contingent consideration | 14 | (1,036) | (519) |
Other | (3,931) | (851) | (139) |
Other income (expense), net | $ 11,322 | $ 8,658 | $ (119) |
RECEIVABLES AND ALLOWANCES FO_3
RECEIVABLES AND ALLOWANCES FOR CREDIT LOSSES - Narrative (Details) - USD ($) | 12 Months Ended | |||
May 23, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Financing Receivable, Past Due [Line Items] | ||||
Trade receivables | $ 605,154,000 | $ 719,114,000 | ||
Trade receivables, allowances for credit losses | 19,130,000 | 22,064,000 | $ 10,122,000 | |
Term of committed trade receivables arrangement | 3 years | |||
Receivables sold | 2,800,000,000 | 1,300,000,000 | 1,100,000,000 | |
Gross cash proceeds from sale of receivables | $ 206,900,000 | |||
Repayment of certain terminated facilities | $ 39,300,000 | |||
Recourse trade receivable | 255,000,000 | |||
Non-recourse trade receivable | 30,000,000 | 108,500,000 | ||
Derecognized trade receivables under non-recourse facilitates | 11,900,000 | 54,800,000 | ||
Derecognized trade receivables under facilitates with recourse provisions | 237,200,000 | |||
Recourse liability | 4,482,000 | 0 | ||
Fees associated with sale of receivables | 5,300,000 | 0 | $ 0 | |
Net advances to growers | 132,100,000 | 82,700,000 | ||
Other receivables | 157,200,000 | 150,700,000 | ||
Other receivables, allowances for credit losses | 24,200,000 | 21,500,000 | ||
VAT | ||||
Financing Receivable, Past Due [Line Items] | ||||
Other receivables | 54,700,000 | 56,600,000 | ||
Other receivables, allowances for credit losses | 14,200,000 | 14,700,000 | ||
Minimum | ||||
Financing Receivable, Past Due [Line Items] | ||||
Term of supply agreement | 5 years | |||
Maximum | ||||
Financing Receivable, Past Due [Line Items] | ||||
Receivables sold | $ 255,000,000 | |||
Term of supply agreement | 10 years | |||
Past Due | ||||
Financing Receivable, Past Due [Line Items] | ||||
Net advances to growers | $ 12,900,000 | $ 7,000,000 |
RECEIVABLES AND ALLOWANCES FO_4
RECEIVABLES AND ALLOWANCES FOR CREDIT LOSSES - Schedule of Allowance for Credit Losses for Trade Receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for expected credit losses to grower advances at beginning of period | $ (22,064) | $ (10,122) |
Acquisitions | (13,581) | |
Additional provisions in the period | (10,954) | (2,783) |
Recoveries of amounts previously reserved | 7,477 | 2,114 |
Write-offs | 2,969 | 1,776 |
Disposals | 36 | 216 |
Balance sheet reclassifications | 2,256 | (389) |
Foreign exchange impact | 1,150 | 705 |
Allowance for expected credit losses to grower advances at end of period | $ (19,130) | $ (22,064) |
RECEIVABLES AND ALLOWANCES FO_5
RECEIVABLES AND ALLOWANCES FOR CREDIT LOSSES - Schedule of Grower Advances (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term | ||
Allowances for advances to growers and suppliers | $ (15,817) | $ (9,606) |
Net advances to growers and suppliers | 120,940 | 72,350 |
Long-Term | ||
Net advances to growers and suppliers | 11,126 | 10,337 |
Secured advances | ||
Short-Term | ||
Gross advances to growers and suppliers | 69,681 | 49,919 |
Allowances for advances to growers and suppliers | (12,534) | (5,512) |
Long-Term | ||
Gross advances to growers and suppliers | 8,957 | 11,456 |
Allowances for advances to growers and suppliers | 0 | (1,735) |
Unsecured advances | ||
Short-Term | ||
Gross advances to growers and suppliers | 67,076 | 32,037 |
Allowances for advances to growers and suppliers | (3,283) | (4,094) |
Long-Term | ||
Gross advances to growers and suppliers | 5,316 | 1,358 |
Allowances for advances to growers and suppliers | $ (3,147) | $ (742) |
RECEIVABLES AND ALLOWANCES FO_6
RECEIVABLES AND ALLOWANCES FOR CREDIT LOSSES - Schedule of Allowance for Credit Losses for Growers Advances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for expected credit losses to grower advances at beginning of period | $ (12,083) | $ (7,827) |
Acquisitions | (3,785) | |
Disposals | 431 | |
Additional provisions in the period | (6,955) | (1,970) |
Recoveries of amounts previously reserved | 2,147 | 177 |
Write-offs | 1,247 | 720 |
Balance sheet reclassifications | (3,500) | 13 |
Foreign exchange impact | 180 | 158 |
Allowance for expected credit losses to grower advances at end of period | $ (18,964) | $ (12,083) |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Federal | $ 1,133 | $ 720 | $ 262 |
Current tax (benefit) expense: | 985 | 9,835 | 18,828 |
Deferred tax (benefit) expense: | |||
Federal | (115) | 354 | 185 |
Deferred tax (benefit) expense: | (35,044) | (23,168) | (698) |
Total | (34,059) | (13,333) | 18,130 |
U.S. | |||
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Foreign | (32,570) | (17,422) | 2,706 |
Deferred tax (benefit) expense: | |||
Foreign | (12,900) | (990) | (298) |
Foreign - excluding the U.S. and Ireland | |||
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Foreign | 32,422 | 26,537 | 15,860 |
Deferred tax (benefit) expense: | |||
Foreign | $ (22,029) | $ (22,532) | $ (585) |
INCOME TAXES - Schedule of In_2
INCOME TAXES - Schedule of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Expense [Line Items] | |||
Income (loss) before income taxes and equity earnings, domestic | $ 537 | $ (5,904) | $ 2,852 |
Income (loss) before income taxes and equity earnings | 70,905 | (44,552) | 59,103 |
U.S. | |||
Income Tax Expense [Line Items] | |||
Income (loss) before income taxes and equity earnings, foreign | (86,269) | (66,440) | 7,615 |
Foreign - excluding the U.S. and Ireland | |||
Income Tax Expense [Line Items] | |||
Income (loss) before income taxes and equity earnings, foreign | $ 156,637 | $ 27,792 | $ 48,636 |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Expense Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Irish Statutory tax rate | 12.50% | ||
(Benefit) expense computed at the Irish statutory rate of 12.5% | $ 8,863 | $ (5,569) | $ 7,388 |
Foreign income taxed at different rates | 373 | 5,258 | 8,247 |
Change in valuation allowances | 5,183 | 966 | 2,824 |
Expenses not deductible for income tax purposes | 2,670 | 4,497 | 1,467 |
Income not taxable | (4,238) | 0 | 0 |
Interest expense not deductible for income tax purposes | 1,365 | 0 | 0 |
Changes in unrecognized tax benefits, net of indirect benefits | (37,763) | (18,263) | (648) |
Recognition of deferred tax assets in respect of prior periods | (4,523) | 0 | 0 |
Changes in estimates made in respect of prior periods | (6,010) | (63) | (678) |
Other items | 21 | (159) | (470) |
Total | $ (34,059) | $ (13,333) | $ 18,130 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Recognized In Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Pension and postretirement benefits | $ (4,847) | $ (555) | $ 2,584 |
Hedge accounting | 1,847 | (363) | 0 |
Interest rate swaps | (12,445) | (2,445) | 0 |
Equity method investments | (138) | (832) | 0 |
Total deferred tax benefit (expense) recognized in other comprehensive income (loss) | $ (15,583) | $ (4,195) | $ 2,584 |
INCOME TAXES - Schedule of De_2
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | |||
Other intangible assets | $ 2,111 | $ 2,739 | |
Property, plant and equipment | 39,808 | 26,724 | |
Operating lease right-of-use assets | 56,443 | 44,626 | |
Accounts payable and accrued liabilities | 26,380 | 35,570 | |
Pension and postretirement benefits | 38,646 | 29,364 | |
Operating loss carry-forwards | 119,477 | 113,913 | |
Tax credit carry-forwards | 11,074 | 9,021 | |
Investments in unconsolidated affiliates | 1,490 | 1,248 | |
Other | 21,820 | 11,976 | |
Total deferred tax assets | 317,249 | 275,181 | |
Valuation allowances | (96,184) | (93,205) | $ (16,395) |
Offset against deferred tax liabilities | (156,953) | (135,605) | |
Total deferred tax assets, net | 64,112 | 46,371 | |
Deferred tax liabilities: | |||
Other intangible assets | 19,445 | 20,562 | |
DOLE brand | 76,570 | 76,570 | |
Property, plant and equipment | 110,109 | 132,410 | |
Operating lease right-of-use assets | 54,581 | 43,349 | |
Accounts payable and accrued liabilities | 7,056 | 3,790 | |
Pension and postretirement benefits | 18,791 | 1,800 | |
Investments in unconsolidated affiliates | 369 | 172 | |
Other | 13,408 | 2,641 | |
Total deferred tax liabilities | 300,329 | 281,294 | |
Offset against deferred tax assets | (156,953) | (135,605) | |
Total deferred tax liabilities, net | $ 143,376 | $ 145,689 |
INCOME TAXES - Schedule of Oper
INCOME TAXES - Schedule of Operating Loss Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Loss Carryforwards [Line Items] | ||
2023 | $ 42,427 | |
2024 | 38,540 | |
2025 | 24,914 | |
2026 | 12,771 | |
2027 | 16,737 | |
2028-2039 | 265,433 | |
Indefinite | 600,399 | |
Total | 1,001,221 | $ 1,000,000 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028-2039 | 0 | |
Indefinite | 29,258 | |
Total | 29,258 | |
Domestic Tax Authority | U.S. | ||
Operating Loss Carryforwards [Line Items] | ||
2023 | 26,239 | |
2024 | 33,067 | |
2025 | 24,734 | |
2026 | 12,742 | |
2027 | 15,387 | |
2028-2039 | 258,333 | |
Indefinite | 477,937 | |
Total | 848,439 | |
Foreign Tax Authority | Foreign - excluding the U.S. and Ireland | ||
Operating Loss Carryforwards [Line Items] | ||
2023 | 16,188 | |
2024 | 5,473 | |
2025 | 180 | |
2026 | 29 | |
2027 | 1,350 | |
2028-2039 | 7,100 | |
Indefinite | 93,204 | |
Total | $ 123,524 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Expense [Line Items] | |||
Increase in valuation allowance | $ 3,000 | $ 76,800 | |
Valuation allowance increases recognized | 7,675 | 4,384 | |
Valuation allowance decreases recognized | 2,492 | 3,418 | |
Valuation allowance related to acquisition | (723) | 80,394 | |
Decrease related to changes in other comprehensive income | 234 | ||
Valuation allowance related to exchange rate translation adjustments | 1,247 | 4,550 | |
Book-over-tax basis difference | 617,100 | ||
Estimated withholding and income taxes on book-over-tax basis difference | 36,200 | ||
Unrecognized tax benefit | 10,733 | 48,081 | $ 12,699 |
Additional income tax benefit | 7,300 | 43,300 | |
Potential decrease in total unrecognized tax benefit | 900 | ||
Interest and penalties recognized during the period | (4,400) | (4,900) | |
Accrued interest and penalties | 5,200 | $ 10,300 | |
State and Local Jurisdiction | |||
Income Tax Expense [Line Items] | |||
Tax credit carryforwards | 9,600 | ||
Tax credit carryforwards, subject to expiration | 9,500 | ||
Tax credit carryforwards, not subject to expiration | 100 | ||
Foreign Tax Authority | |||
Income Tax Expense [Line Items] | |||
Tax credit carryforwards | 1,500 | ||
Foreign Tax Authority | Tax Year 2029 | |||
Income Tax Expense [Line Items] | |||
Tax credit carryforwards, subject to expiration | 700 | ||
Foreign Tax Authority | Tax Year 2030 | |||
Income Tax Expense [Line Items] | |||
Tax credit carryforwards, subject to expiration | 100 | ||
Foreign Tax Authority | Tax Year 2031 | |||
Income Tax Expense [Line Items] | |||
Tax credit carryforwards, subject to expiration | 500 | ||
Foreign Tax Authority | Tax Year 2032 | |||
Income Tax Expense [Line Items] | |||
Tax credit carryforwards, subject to expiration | $ 200 |
INCOME TAXES - Schedule of Valu
INCOME TAXES - Schedule of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation Allowance [Roll Forward] | ||
Valuation allowance at beginning of period | $ 93,205 | $ 16,395 |
Changes on acquisition/disposal | (723) | 80,394 |
Increase recognized in the income statement | 7,675 | 4,384 |
Decrease recognized in the income statement | (2,492) | (3,418) |
Changes in other comprehensive income | (234) | |
Translation adjustments | (1,247) | (4,550) |
Valuation allowance at end of period | $ 96,184 | $ 93,205 |
INCOME TAXES - Schedule of Unre
INCOME TAXES - Schedule of Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefit at beginning of period | $ 48,081 | $ 12,699 |
Changes on acquisition/disposal | 52,341 | |
Increases due to tax positions taken in the current year | 1,004 | |
Settlements | (1,047) | |
Decreases due to lapse of statute of limitations | (35,694) | (17,056) |
Translation adjustments | (607) | (907) |
Unrecognized tax benefit at end of period | $ 10,733 | $ 48,081 |
DETAILS OF ACCRUED LIABLIITES_2
DETAILS OF ACCRUED LIABLIITES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Amounts due to growers | $ 179,010 | $ 127,615 |
Employee-related costs and benefits | 111,272 | 130,663 |
Sales, marketing and advertising | 33,455 | 46,414 |
Shipping related costs | 33,644 | 35,694 |
Materials and supplies | 16,316 | 38,646 |
Accrued interest | 4,020 | 2,134 |
Deferred income | 4,904 | 2,038 |
Professional services | 17,385 | 17,420 |
Environmental and insurance reserves | 2,500 | 2,316 |
Other fees | 1,441 | 2,511 |
Accrued rent | 1,306 | 1,362 |
Hedging liability | 9,328 | 800 |
Recourse liability | 4,482 | 0 |
Miscellaneous other accrued liabilities | 46,563 | 57,318 |
Total accrued liabilities | $ 465,626 | $ 464,931 |
ASSETS HELD-FOR-SALE AND ACTI_3
ASSETS HELD-FOR-SALE AND ACTIVELY MARKETED PROPERTY - Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) property | Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) property | Dec. 31, 2021 USD ($) vessel | Dec. 31, 2020 USD ($) | |
Real Estate [Line Items] | |||||
Number of held-for-sale assets sold | 1 | 2 | |||
Assets held-for-sale | $ 645,000 | $ 200,000 | $ 200,000 | $ 200,000 | $ 0 |
Gains (losses) from sale of assets held-for-sale | 11,600,000 | 0 | 0 | ||
Liabilities held-for-sale | 0 | 0 | 0 | 0 | |
Actively marketed property | 31,007,000 | 50,364,000 | 50,364,000 | 50,364,000 | $ 0 |
Hawaii Land | |||||
Real Estate [Line Items] | |||||
Gains (losses) from sale of assets held-for-sale | 2,500,000 | 0 | |||
Actively marketed property | $ 20,700,000 | 2,400,000 | 2,400,000 | $ 2,400,000 | |
Legacy Dole | |||||
Real Estate [Line Items] | |||||
Held-for-sale assets acquired | 14,700,000 | ||||
Number of assets acquired considered held-for-sale | vessel | 2 | ||||
Properties in Europe | |||||
Real Estate [Line Items] | |||||
Number of held-for-sale assets sold | property | 2 | ||||
Assets held-for-sale | $ 2,800,000 | ||||
Gains (losses) from sale of assets held-for-sale | $ 7,800,000 | ||||
Properties in North Carolina | |||||
Real Estate [Line Items] | |||||
Number of held-for-sale assets sold | property | 1 | ||||
Assets held-for-sale | $ 300,000 | ||||
Properties in Latin America | |||||
Real Estate [Line Items] | |||||
Number of held-for-sale assets sold | property | 1 | ||||
Assets held-for-sale | $ 200,000 | 4,100,000 | 4,100,000 | $ 4,100,000 | |
Properties in Latin America | Fresh Fruit | |||||
Real Estate [Line Items] | |||||
Assets held-for-sale | $ 100,000 | ||||
Company-owned Plane | |||||
Real Estate [Line Items] | |||||
Assets held-for-sale | 7,200,000 | 7,200,000 | 7,200,000 | ||
Vessels | |||||
Real Estate [Line Items] | |||||
Assets held-for-sale | 8,800,000 | 8,800,000 | 8,800,000 | ||
Ranch in North America | |||||
Real Estate [Line Items] | |||||
Assets held-for-sale | $ 1,600,000 | $ 1,600,000 | $ 1,600,000 |
ASSETS HELD-FOR-SALE AND ACTI_4
ASSETS HELD-FOR-SALE AND ACTIVELY MARKETED PROPERTY - Rollforward of Assets Held-for-Sale (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Assets Held-for-Sale [Roll Forward] | ||
Balance at beginning of period | $ 200 | $ 0 |
Additions | 3,339 | 14,701 |
Reclassifications | (120) | 7,187 |
Sales | (2,774) | (21,688) |
Balance at end of period | $ 645 | $ 200 |
ASSETS HELD-FOR-SALE AND ACTI_5
ASSETS HELD-FOR-SALE AND ACTIVELY MARKETED PROPERTY - Rollforward of Actively Marketed Property (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Actively Marketed Assets [Roll Forward] | ||
Balance at beginning of period | $ 50,364 | $ 0 |
Additions from the acquisition of Legacy Dole | 52,751 | |
Measurement period adjustments | 1,303 | |
Land sales | (20,660) | (2,387) |
Balance at end of period | $ 31,007 | $ 50,364 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Gross property, plant and equipment | $ 1,747,316 | $ 1,714,527 | |
Accumulated depreciation | (404,009) | (283,677) | |
Total net property, plant and equipment | 1,343,307 | 1,430,850 | |
Depreciation | 120,104 | 61,551 | $ 24,634 |
Incremental depreciation charge | $ 41,100 | 29,600 | |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives of property, plant and equipment | 25 years | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives of property, plant and equipment | 2 years | ||
Land and land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Gross property, plant and equipment | $ 573,008 | 544,057 | |
Land and land improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives of property, plant and equipment | 1 year | ||
Land and land improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives of property, plant and equipment | 30 years | ||
Buildings and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Gross property, plant and equipment | $ 401,851 | 399,392 | |
Buildings and leasehold improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives of property, plant and equipment | 1 year | ||
Buildings and leasehold improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives of property, plant and equipment | 50 years | ||
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross property, plant and equipment | $ 390,397 | 368,754 | |
Machinery and equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives of property, plant and equipment | 1 year | ||
Machinery and equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives of property, plant and equipment | 25 years | ||
Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Gross property, plant and equipment | $ 68,820 | 65,036 | |
Computer software | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives of property, plant and equipment | 1 year | ||
Computer software | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives of property, plant and equipment | 10 years | ||
Vessels and containers | |||
Property, Plant and Equipment [Line Items] | |||
Gross property, plant and equipment | $ 217,963 | 233,376 | |
Vessels and containers | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives of property, plant and equipment | 1 year | ||
Vessels and containers | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives of property, plant and equipment | 30 years | ||
Machinery and equipment and vessel containers under finance leases | |||
Property, Plant and Equipment [Line Items] | |||
Gross property, plant and equipment | $ 37,706 | 48,195 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Gross property, plant and equipment | $ 57,571 | $ 55,717 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 29, 2021 | |
Goodwill [Line Items] | ||||
Gross goodwill | $ 508,900,000 | $ 540,100,000 | ||
Accumulated impairment losses of goodwill | 11,500,000 | 28,800,000 | ||
Goodwill | 497,453,000 | 511,333,000 | $ 234,161,000 | |
Additions | 855,000 | 314,749,000 | ||
Amortization expense | 10,900,000 | 11,400,000 | 11,500,000 | |
Impairment of goodwill and intangible assets | 0 | 0 | $ 0 | |
DOLE brand | ||||
Goodwill [Line Items] | ||||
Gross Carrying Amount | 306,280,000 | |||
Legacy Dole | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 273,274,000 | $ 274,048,000 | $ 273,300,000 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Goodwill at beginning of period | $ 511,333 | $ 234,161 |
Additions | 1,197 | 290,420 |
Disposals | (414) | |
Foreign currency and other | (14,304) | (12,834) |
Measurement period adjustments | (773) | |
Goodwill at end of period | 497,453 | 511,333 |
Fresh Fruit | ||
Goodwill [Roll Forward] | ||
Goodwill at beginning of period | 274,048 | 0 |
Additions | 0 | 274,048 |
Disposals | 0 | |
Foreign currency and other | 0 | 0 |
Measurement period adjustments | (773) | |
Goodwill at end of period | 273,275 | 274,048 |
Diversified Fresh Produce – EMEA | ||
Goodwill [Roll Forward] | ||
Goodwill at beginning of period | 140,626 | 133,575 |
Additions | 1,197 | 16,372 |
Disposals | (414) | |
Foreign currency and other | (6,198) | (8,907) |
Measurement period adjustments | 0 | |
Goodwill at end of period | 135,625 | 140,626 |
Diversified Fresh Produce – Americas & ROW | ||
Goodwill [Roll Forward] | ||
Goodwill at beginning of period | 96,659 | 100,586 |
Additions | 0 | 0 |
Disposals | 0 | |
Foreign currency and other | (8,106) | (3,927) |
Measurement period adjustments | 0 | |
Goodwill at end of period | 88,553 | 96,659 |
Fresh Vegetables | ||
Goodwill [Roll Forward] | ||
Goodwill at beginning of period | 0 | 0 |
Additions | 0 | 0 |
Disposals | 0 | |
Foreign currency and other | 0 | 0 |
Measurement period adjustments | 0 | |
Goodwill at end of period | $ 0 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net [Abstract] | |||
Accumulated Amortization | $ (120,315) | $ (117,499) | |
Net Carrying Amount | 46,845 | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Gross Carrying Amount | 477,585 | 485,825 | |
Accumulated Amortization | (120,315) | (117,499) | |
Net Carrying Amount | 357,270 | 368,326 | $ 65,634 |
Supplier relationships | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Gross Carrying Amount | 27,917 | 29,179 | |
Accumulated Amortization | (19,528) | (17,869) | |
Net Carrying Amount | 8,389 | 11,310 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Accumulated Amortization | (19,528) | (17,869) | |
Customer relationships | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Gross Carrying Amount | 126,150 | 132,953 | |
Accumulated Amortization | (92,873) | (92,357) | |
Net Carrying Amount | 33,277 | 40,596 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Accumulated Amortization | (92,873) | (92,357) | |
Other | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Gross Carrying Amount | 13,093 | 13,227 | |
Accumulated Amortization | (7,914) | (7,273) | |
Net Carrying Amount | 5,179 | 5,954 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Accumulated Amortization | (7,914) | (7,273) | |
DOLE brand | |||
Indefinite-lived Intangible Assets (Excluding Goodwill) [Abstract] | |||
Gross Carrying Amount | 306,280 | 306,280 | |
Water rights | |||
Indefinite-lived Intangible Assets (Excluding Goodwill) [Abstract] | |||
Gross Carrying Amount | $ 4,145 | $ 4,186 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Rollforward of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets [Roll Forward] | |||
Intangible assets at beginning of period | $ 368,326 | $ 65,634 | |
Additions | 855 | 314,749 | |
Amortization | (10,893) | (11,404) | $ (11,548) |
Foreign exchange impact | (1,018) | (653) | |
Intangible assets at end of period | $ 357,270 | $ 368,326 | $ 65,634 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 10,193 |
2024 | 9,935 |
2025 | 8,941 |
2026 | 6,657 |
2027 | 5,376 |
Thereafter | 5,743 |
Net Carrying Amount | $ 46,845 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt gross | $ 1,251,253 | $ 1,380,051 |
Bank overdrafts | 8,623 | 9,395 |
Total finance lease liability | 29,885 | 40,719 |
Unamortized debt discounts and debt issuance costs | (17,874) | (21,063) |
Long-term debt | 1,233,379 | 1,358,988 |
Current maturities, net of unamortized debt discounts and debt issuance costs | (97,435) | (51,785) |
Bank overdrafts | (8,623) | (9,395) |
Long-term debt, net | $ 1,127,321 | $ 1,297,808 |
Weighted-average discount rate of finance leases | 3.70% | 3.50% |
Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | $ 183,909 | $ 312,017 |
Line of Credit | Bank overdrafts | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | $ 73,999 | $ 19,600 |
Weighted average interest rate | 4.80% | 1.80% |
Loans Payable | Term Loan A and Term Loan B | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | $ 823,875 | $ 836,775 |
Loans Payable | Vessel financing loans | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | 89,479 | 104,184 |
Loans Payable | Other long-term financing arrangements | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | $ 41,483 | $ 57,361 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||||||||
Apr. 07, 2021 USD ($) | Mar. 29, 2021 USD ($) | Jan. 14, 2021 USD ($) | Oct. 30, 2020 USD ($) vessel agreement installment | Dec. 11, 2015 USD ($) vessel installment loan | Jul. 31, 2031 USD ($) | Jul. 31, 2022 USD ($) | Apr. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) arrangement | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Aug. 03, 2021 USD ($) | Mar. 26, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||
Long-term debt gross | $ 1,251,253,000 | $ 1,380,051,000 | |||||||||||
Long-term debt | 1,221,368,000 | ||||||||||||
Bank overdrafts | 8,623,000 | 9,395,000 | |||||||||||
Total finance lease liability | $ 29,885,000 | 40,719,000 | |||||||||||
Maximum leverage ratio, period 1 | 4.50 | ||||||||||||
Maximum leverage ratio, period 2 | 4.25 | ||||||||||||
Maximum leverage ratio, thereafter | 4 | ||||||||||||
Amortization expense related to deferred debt discounts and issuance costs | $ 3,500,000 | 2,600,000 | $ 0 | ||||||||||
Line of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Current borrowing capacity | 401,100,000 | 271,000,000 | |||||||||||
Line of Credit | Subsidiaries | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | 252,300,000 | 250,600,000 | |||||||||||
Line of Credit | Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 600,000,000 | ||||||||||||
Long-term debt gross | $ 183,909,000 | 312,017,000 | |||||||||||
Line of Credit | Revolving Credit Facility | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate benchmark | 0% | ||||||||||||
Line of Credit | Revolving Credit Facility | LIBOR | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread | 1% | ||||||||||||
Line of Credit | Revolving Credit Facility | LIBOR | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread | 2.75% | ||||||||||||
Line of Credit | Revolving Credit Facility | Base Rate | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread | 0% | ||||||||||||
Line of Credit | Revolving Credit Facility | Base Rate | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread | 1.75% | ||||||||||||
Line of Credit | Revolving Credit Facility | Total Produce | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 500,000,000 | ||||||||||||
Proceeds from revolving credit facility | $ 500,000,000 | ||||||||||||
Temporary deposit | $ 232,000,000 | ||||||||||||
Repayment of revolving credit facility | $ 232,000,000 | ||||||||||||
Revolving credit facility drawn amount | $ 268,000,000 | ||||||||||||
Line of Credit | Letter of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Revolving credit facility drawn amount | $ 15,000,000 | 17,000,000 | |||||||||||
Line of Credit | Bank overdrafts | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term debt gross | 73,999,000 | 19,600,000 | |||||||||||
Current borrowing capacity | 167,600,000 | 212,000,000 | |||||||||||
Long-term debt | 74,000,000 | 19,600,000 | |||||||||||
Loans Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal amount | $ 23,100,000 | ||||||||||||
Debt term | 10 years | ||||||||||||
Loans Payable | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread | 2.39% | ||||||||||||
Loans Payable | Term Loan B | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | 540,000,000 | ||||||||||||
Periodic principal payment | $ 1,400,000 | ||||||||||||
Loans Payable | Term Loan B | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate benchmark | 0% | ||||||||||||
Loans Payable | Term Loan B | LIBOR | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread | 2% | ||||||||||||
Loans Payable | Term Loan B | LIBOR | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread | 2.25% | ||||||||||||
Loans Payable | Term Loan B | Base Rate | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread | 1% | ||||||||||||
Loans Payable | Term Loan B | Base Rate | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread | 1.25% | ||||||||||||
Loans Payable | Term Loan A | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 300,000,000 | ||||||||||||
Periodic principal payment | $ 1,900,000 | ||||||||||||
Loans Payable | Term Loan A | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate benchmark | 0% | ||||||||||||
Loans Payable | Term Loan A | LIBOR | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread | 1% | ||||||||||||
Loans Payable | Term Loan A | LIBOR | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread | 2.75% | ||||||||||||
Loans Payable | Term Loan A | Base Rate | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread | 0% | ||||||||||||
Loans Payable | Term Loan A | Base Rate | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread | 1.75% | ||||||||||||
Loans Payable | Term Loan A and Term Loan B | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term debt gross | $ 823,875,000 | 836,775,000 | |||||||||||
Loans Payable | First Vessel Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term debt | 48,600,000 | 57,800,000 | |||||||||||
Loans Payable | Second Vessel Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term debt | 40,900,000 | 46,400,000 | |||||||||||
Loans Payable | Secured Long-Term Asset Financing Arrangement Due June 2026 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term debt | 11,500,000 | 14,400,000 | |||||||||||
Loans Payable | Secured Long-Term Asset Financing Arrangements Due July 2026 And July 2031 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term debt | $ 11,300,000 | 23,400,000 | |||||||||||
Number of financing arrangements | arrangement | 2 | ||||||||||||
Loans Payable | Secured Long-Term Asset Financing Arrangement Due July 2026 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt term | 10 years | ||||||||||||
Loans Payable | Secured Long-Term Asset Financing Arrangement Due July 2026 | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Floor rate | 5.50% | ||||||||||||
Loans Payable | Secured Long-Term Asset Financing Arrangement Due July 2026 | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread | 5% | ||||||||||||
Loans Payable | Secured Long-Term Asset Financing Arrangement Due July 2031 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Periodic principal payment | $ 10,100,000 | ||||||||||||
Debt term | 10 years | ||||||||||||
Interest payment | $ 400,000 | ||||||||||||
Loans Payable | Secured Long-Term Asset Financing Arrangement Due July 2031 | Forecast | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Periodic principal payment | $ 3,100,000 | ||||||||||||
Loans Payable | Other long-term financing arrangements | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term debt gross | $ 18,700,000 | $ 20,000,000 | |||||||||||
Loans Payable | Total Produce | Term Loan B | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 940,000,000 | ||||||||||||
Loans Payable | Legacy Dole | First Vessel Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Number of secured loans | loan | 3 | ||||||||||||
Principal amount | $ 111,000,000 | ||||||||||||
Number of vessels | vessel | 3 | ||||||||||||
Maximum percentage of vessel contract cost borrowed | 70% | ||||||||||||
Maximum amount of vessel contract cost borrowed | $ 37,000,000 | ||||||||||||
Number of installments | installment | 48 | ||||||||||||
Loans Payable | Legacy Dole | First Vessel Facility | LIBOR | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread | 2% | ||||||||||||
Loans Payable | Legacy Dole | First Vessel Facility | LIBOR | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread | 3.25% | ||||||||||||
Loans Payable | Legacy Dole | Second Vessel Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Number of secured loans | agreement | 2 | ||||||||||||
Principal amount | $ 49,100,000 | ||||||||||||
Number of vessels | vessel | 2 | ||||||||||||
Maximum percentage of vessel contract cost borrowed | 60% | ||||||||||||
Maximum amount of vessel contract cost borrowed | $ 24,500,000 | ||||||||||||
Number of installments | installment | 18 | ||||||||||||
Proceeds from debt | $ 24,500,000 | $ 24,500,000 | |||||||||||
Loans Payable | Legacy Dole | Second Vessel Facility | LIBOR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread | 3.25% |
DEBT - Maturities (Details)
DEBT - Maturities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2023 | $ 98,621 |
2024 | 38,319 |
2025 | 34,899 |
2026 | 496,979 |
2027 | 21,589 |
Thereafter | 530,961 |
Long-term debt | $ 1,221,368 |
EMPLOYEE BENEFIT PLANS - Narrat
EMPLOYEE BENEFIT PLANS - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) plan | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||
Short-term investments | $ 5,367,000 | $ 6,115,000 | |
Long-term investments | 16,500,000 | ||
Company contributions | 18,200,000 | ||
Expected contributions in 2023 | 2,800,000 | ||
Expected direct benefit payments in 2023 | 17,800,000 | ||
Contributions to defined contribution plans | 21,400,000 | 15,700,000 | $ 10,600,000 |
Contributions to multi-employer plans | $ 917,000 | 372,000 | $ 0 |
Rabbi Trust Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Short-term investments | 6,100,000 | ||
Long-term investments | 23,400,000 | ||
Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of plans | plan | 6 | ||
Pension Plan | International Pension Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of plans | plan | 5 | ||
Company contributions | $ 12,104,000 | 10,297,000 | |
Expected direct benefit payments in 2023 | $ 19,328,000 | ||
Pension Plan | Ireland | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of plans | plan | 2 | ||
Pension Plan | U.K. | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of plans | plan | 2 | ||
Pension Plan | Canada | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of plans | plan | 1 | ||
Pension Plan | United States | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Company contributions | $ 3,863,000 | $ 1,450,000 | |
Expected direct benefit payments in 2023 | 20,141,000 | ||
Pension Plan | United States | Qualified Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Company contributions | $ 900,000 |
EMPLOYEE BENEFIT PLANS - Change
EMPLOYEE BENEFIT PLANS - Change In Benefit Obligation and Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Change in plan assets: | |||
Fair value of plan assets at beginning of the year | $ 460,050 | ||
Company contributions | 18,200 | ||
Fair value of plan assets at end of the year | 302,131 | $ 460,050 | |
Amounts recognized in the consolidated balance sheets: | |||
Pension and postretirement benefits | (17,287) | (17,664) | |
Pension and postretirement benefits, less current portion | (124,646) | (152,149) | |
Pension Plan | United States | |||
Change in projected benefit obligation: | |||
Benefit obligation at beginning of the year | 253,880 | 0 | |
Acquisition of Legacy Dole | 0 | 256,767 | |
Service cost | 256 | 107 | $ 0 |
Interest cost | 4,943 | 1,696 | 0 |
Actuarial (gain) loss | (47,439) | 4,179 | |
Plan amendments | 0 | 0 | |
Curtailments, settlements and terminations, net | (8,217) | 0 | |
Benefits paid | (21,588) | (8,869) | |
Foreign exchange impact and other | 0 | 0 | |
Benefit obligation at end of the year | 181,835 | 253,880 | 0 |
Change in plan assets: | |||
Fair value of plan assets at beginning of the year | 224,749 | 0 | |
Acquisition of Legacy Dole | 0 | 234,221 | |
Actual return on plan assets | (44,601) | (2,054) | |
Company contributions | 3,863 | 1,450 | |
Benefits paid | (21,588) | (8,868) | |
Curtailments, settlements and terminations, net | (8,217) | 0 | |
Foreign exchange impact and other | 0 | 0 | |
Fair value of plan assets at end of the year | 154,206 | 224,749 | 0 |
Funded status | (27,629) | (29,131) | |
Amounts recognized in the consolidated balance sheets: | |||
Other assets | 0 | 0 | |
Pension and postretirement benefits | (2,229) | (2,243) | |
Pension and postretirement benefits, less current portion | (25,400) | (26,888) | |
Asset (liability) | (27,629) | (29,131) | |
Pension Plan | International Pension Plans | |||
Change in projected benefit obligation: | |||
Benefit obligation at beginning of the year | 349,001 | 266,320 | |
Acquisition of Legacy Dole | 0 | 114,099 | |
Service cost | 4,465 | 3,219 | 1,858 |
Interest cost | 8,219 | 5,505 | 3,808 |
Actuarial (gain) loss | (82,819) | (4,432) | |
Plan amendments | 0 | (213) | |
Curtailments, settlements and terminations, net | (27,511) | (14,399) | |
Benefits paid | (10,012) | (8,851) | |
Foreign exchange impact and other | (13,196) | (12,247) | |
Benefit obligation at end of the year | 228,147 | 349,001 | 266,320 |
Change in plan assets: | |||
Fair value of plan assets at beginning of the year | 235,301 | 245,061 | |
Acquisition of Legacy Dole | 0 | 0 | |
Actual return on plan assets | (46,116) | 13,901 | |
Company contributions | 12,104 | 10,297 | |
Benefits paid | (10,012) | (8,851) | |
Curtailments, settlements and terminations, net | (25,767) | (14,419) | |
Foreign exchange impact and other | (17,585) | (10,688) | |
Fair value of plan assets at end of the year | 147,925 | 235,301 | 245,061 |
Funded status | (80,222) | (113,700) | |
Amounts recognized in the consolidated balance sheets: | |||
Other assets | 20,938 | 2,524 | |
Pension and postretirement benefits | (13,066) | (13,209) | |
Pension and postretirement benefits, less current portion | (88,094) | (103,015) | |
Asset (liability) | (80,222) | (113,700) | |
OPRB Plans | |||
Change in projected benefit obligation: | |||
Benefit obligation at beginning of the year | 17,572 | 0 | |
Acquisition of Legacy Dole | 0 | 18,655 | |
Service cost | 3 | 1 | 0 |
Interest cost | 443 | 157 | 0 |
Actuarial (gain) loss | (1,726) | 166 | |
Plan amendments | 0 | 0 | |
Curtailments, settlements and terminations, net | 0 | 0 | |
Benefits paid | (3,148) | (1,407) | |
Foreign exchange impact and other | 0 | 0 | |
Benefit obligation at end of the year | 13,144 | 17,572 | 0 |
Change in plan assets: | |||
Fair value of plan assets at beginning of the year | 0 | 0 | |
Acquisition of Legacy Dole | 0 | 0 | |
Actual return on plan assets | 0 | 0 | |
Company contributions | 3,177 | 1,407 | |
Benefits paid | (3,177) | (1,407) | |
Curtailments, settlements and terminations, net | 0 | 0 | |
Foreign exchange impact and other | 0 | 0 | |
Fair value of plan assets at end of the year | 0 | 0 | $ 0 |
Funded status | (13,144) | (17,572) | |
Amounts recognized in the consolidated balance sheets: | |||
Other assets | 0 | 0 | |
Pension and postretirement benefits | (1,992) | (2,212) | |
Pension and postretirement benefits, less current portion | (11,152) | (15,360) | |
Asset (liability) | $ (13,144) | $ (17,572) |
EMPLOYEE BENEFIT PLANS - Accumu
EMPLOYEE BENEFIT PLANS - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Pension Plan | United States | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net actuarial loss (gain) | $ 18,341 | $ 11,011 | $ 0 |
Prior service (benefit) | 0 | 0 | 0 |
Total | 18,341 | 11,011 | 0 |
Pension Plan | International Pension Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net actuarial loss (gain) | 15,180 | 50,575 | 64,591 |
Prior service (benefit) | (6,285) | (8,241) | (8,952) |
Total | 8,895 | 42,334 | 55,639 |
OPRB Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net actuarial loss (gain) | (1,531) | 166 | 0 |
Prior service (benefit) | 0 | 0 | 0 |
Total | $ (1,531) | $ 166 | $ 0 |
EMPLOYEE BENEFIT PLANS - Accu_2
EMPLOYEE BENEFIT PLANS - Accumulated Benefit Obligations In Excess of Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Retirement Benefits [Abstract] | ||
Projected benefit obligation | $ 277,203 | $ 429,115 |
Accumulated benefit obligation | 261,248 | 406,233 |
Fair value of plan assets | $ 154,208 | $ 283,988 |
EMPLOYEE BENEFIT PLANS - Projec
EMPLOYEE BENEFIT PLANS - Projected Benefit Obligations in Excess of Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Retirement Benefits [Abstract] | ||
Projected benefit obligation | $ 290,347 | $ 519,342 |
Accumulated benefit obligation | 261,248 | 470,484 |
Fair value of plan assets | $ 154,208 | $ 356,415 |
EMPLOYEE BENEFIT PLANS - Compon
EMPLOYEE BENEFIT PLANS - Components of Net Periodic Benefit Cost and Other Changes Recognized in Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pension Plan | United States | |||
Components of net periodic benefit cost: | |||
Service cost | $ 256 | $ 107 | $ 0 |
Interest cost | 4,943 | 1,696 | 0 |
Expected return on plan assets | (11,274) | (4,779) | 0 |
Amortization of: | |||
Net loss | 0 | 0 | 0 |
Prior service (benefit) | 0 | 0 | 0 |
Curtailments, settlements and terminations, net | 1,106 | 0 | 0 |
Foreign exchange impact and other | 0 | 0 | 0 |
Net periodic cost (benefit) | (4,969) | (2,976) | 0 |
Other changes recognized in other comprehensive income (loss): | |||
Net loss (gain) | 7,330 | 11,011 | 0 |
Prior service expense (benefit) | 0 | 0 | 0 |
Amortization of: | |||
Net (loss) | 0 | 0 | 0 |
Prior service benefit | 0 | 0 | 0 |
Foreign exchange impact and other | 0 | 0 | 0 |
Income tax (benefit) expense | (1,781) | 2,643 | 0 |
Total recognized in other comprehensive income (loss) | 5,549 | 13,654 | 0 |
Total recognized in net periodic benefit cost and other comprehensive income (loss), net of income taxes | 580 | 10,678 | 0 |
Pension Plan | International Pension Plans | |||
Components of net periodic benefit cost: | |||
Service cost | 4,465 | 3,219 | 1,858 |
Interest cost | 8,219 | 5,505 | 3,808 |
Expected return on plan assets | (6,814) | (6,883) | (7,275) |
Amortization of: | |||
Net loss | 2,166 | 2,946 | 2,081 |
Prior service (benefit) | (618) | (812) | (785) |
Curtailments, settlements and terminations, net | 220 | 1,756 | 0 |
Foreign exchange impact and other | 36 | 238 | 0 |
Net periodic cost (benefit) | 7,674 | 5,969 | (313) |
Other changes recognized in other comprehensive income (loss): | |||
Net loss (gain) | (33,264) | (13,186) | 12,957 |
Prior service expense (benefit) | 1,339 | (213) | 0 |
Amortization of: | |||
Net (loss) | (2,166) | (2,946) | (2,081) |
Prior service benefit | 618 | 812 | 785 |
Foreign exchange impact and other | 34 | (2,026) | 1,309 |
Income tax (benefit) expense | 6,226 | (3,209) | (2,154) |
Total recognized in other comprehensive income (loss) | (27,213) | (20,768) | 10,816 |
Total recognized in net periodic benefit cost and other comprehensive income (loss), net of income taxes | (19,539) | (14,799) | 10,503 |
OPRB Plans | |||
Components of net periodic benefit cost: | |||
Service cost | 3 | 1 | 0 |
Interest cost | 443 | 157 | 0 |
Expected return on plan assets | 0 | 0 | 0 |
Amortization of: | |||
Net loss | 0 | 0 | 0 |
Prior service (benefit) | 0 | 0 | 0 |
Curtailments, settlements and terminations, net | 0 | 0 | 0 |
Foreign exchange impact and other | 0 | 0 | 0 |
Net periodic cost (benefit) | 446 | 158 | 0 |
Other changes recognized in other comprehensive income (loss): | |||
Net loss (gain) | (1,697) | 166 | 0 |
Prior service expense (benefit) | 0 | 0 | 0 |
Amortization of: | |||
Net (loss) | 0 | 0 | 0 |
Prior service benefit | 0 | 0 | 0 |
Foreign exchange impact and other | 0 | 0 | 0 |
Income tax (benefit) expense | 402 | 11 | 0 |
Total recognized in other comprehensive income (loss) | (1,295) | 177 | 0 |
Total recognized in net periodic benefit cost and other comprehensive income (loss), net of income taxes | $ (849) | $ 335 | $ 0 |
EMPLOYEE BENEFIT PLANS - Assump
EMPLOYEE BENEFIT PLANS - Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pension Plan | United States | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Discount rate | 5.31% | 2.62% | |
Rate of compensation increase | 3% | 3% | |
Rate of increase in pensions | 0% | 0% | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Discount rate | 2.62% | 2.39% | 0% |
Rate of compensation increase | 3% | 3% | 0% |
Rate of increase in pensions | 0% | 0% | 0% |
Rate of return on plan assets | 5.10% | 5% | 0% |
Pension Plan | International Pension Plans | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Discount rate | 5.26% | 2.61% | |
Rate of compensation increase | 3.18% | 1.98% | |
Rate of increase in pensions | 2.07% | 1.90% | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Discount rate | 2.61% | 2.29% | 1.72% |
Rate of compensation increase | 1.98% | 2.84% | 1.74% |
Rate of increase in pensions | 1.90% | 1.68% | 1.58% |
Rate of return on plan assets | 3.36% | 2.85% | 3.41% |
OPRB Plans | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Discount rate | 5.79% | 3.18% | |
Rate of compensation increase | 0% | 0% | |
Rate of increase in pensions | 0% | 0% | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Discount rate | 3.18% | 2.72% | 0% |
Rate of compensation increase | 0% | 0% | 0% |
Rate of increase in pensions | 0% | 0% | 0% |
Rate of return on plan assets | 3.36% | 0% | 0% |
EMPLOYEE BENEFIT PLANS - Assume
EMPLOYEE BENEFIT PLANS - Assumed Health Care Rates (Details) - OPRB Plans | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Health care costs trend rate assumed for next year | 6.65% | 6.49% |
Rate of increase to which the cost of benefits is assumed to decline (the ultimate trend rate) | 4.49% | 4.50% |
Year that the rate reaches the ultimate trend rate | 2030 | 2029 |
EMPLOYEE BENEFIT PLANS - Plan A
EMPLOYEE BENEFIT PLANS - Plan Asset Allocation (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target allocation | 100% | |
Actual allocation | 100% | 100% |
Fixed income securities | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target allocation | 50% | |
Actual allocation | 52% | 48% |
Equity securities | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target allocation | 23% | |
Actual allocation | 23% | 27% |
Other | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target allocation | 27% | |
Actual allocation | 25% | 25% |
EMPLOYEE BENEFIT PLANS - Fair V
EMPLOYEE BENEFIT PLANS - Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | $ 302,131 | $ 460,050 | |
Level 1 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 52,567 | 63,605 | |
Level 2 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 157,251 | 374,340 | |
Level 3 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 0 | 8,180 | $ 0 |
Total | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 209,818 | 446,125 | |
Investments measured at net asset value | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 92,313 | 13,925 | |
Cash and cash equivalents | Level 1 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 5,695 | 8,276 | |
Cash and cash equivalents | Level 2 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 8,854 | 0 | |
Cash and cash equivalents | Level 3 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 0 | 0 | |
Cash and cash equivalents | Total | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 14,549 | 8,276 | |
Fixed income securities | Level 1 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 33,260 | 45,380 | |
Fixed income securities | Level 2 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 100,964 | 217,127 | |
Fixed income securities | Level 3 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 0 | 0 | |
Fixed income securities | Total | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 134,224 | 262,507 | |
Insurance contracts | Level 1 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 0 | 0 | |
Insurance contracts | Level 2 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 16,627 | 43,053 | |
Insurance contracts | Level 3 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 0 | 0 | |
Insurance contracts | Total | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 16,627 | 43,053 | |
Equity securities | Level 1 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 4,930 | 7,688 | |
Equity securities | Level 2 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 22,671 | 101,890 | |
Equity securities | Level 3 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 0 | 8,058 | 0 |
Equity securities | Total | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 27,601 | 117,636 | |
Other | Level 1 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 8,682 | 2,261 | |
Other | Level 2 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 8,135 | 12,270 | |
Other | Level 3 | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | 0 | 122 | $ 0 |
Other | Total | |||
Defined Benefit Plan, Plan Assets, Category [Line Items] | |||
Plan assets | $ 16,817 | $ 14,653 |
EMPLOYEE BENEFIT PLANS - Level
EMPLOYEE BENEFIT PLANS - Level 3 Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Fair value of plan assets at beginning of the year | $ 460,050 | |
Fair value of plan assets at end of the year | 302,131 | $ 460,050 |
Level 3 | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Fair value of plan assets at beginning of the year | 8,180 | 0 |
Acquisitions | 8,611 | |
Net realized and unrealized gains (losses) | (1,242) | |
Net purchases, issuances and settlements | (8,180) | 811 |
Fair value of plan assets at end of the year | 0 | 8,180 |
Level 3 | Other | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Fair value of plan assets at beginning of the year | 122 | 0 |
Acquisitions | 113 | |
Net realized and unrealized gains (losses) | 9 | |
Net purchases, issuances and settlements | (122) | 0 |
Fair value of plan assets at end of the year | 0 | 122 |
Level 3 | Interest in 103-12 Investment Companies | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Fair value of plan assets at beginning of the year | 8,058 | 0 |
Acquisitions | 8,498 | |
Net realized and unrealized gains (losses) | (1,251) | |
Net purchases, issuances and settlements | (8,058) | 811 |
Fair value of plan assets at end of the year | $ 0 | $ 8,058 |
EMPLOYEE BENEFIT PLANS - Future
EMPLOYEE BENEFIT PLANS - Future Expected Benefit Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2023 | $ 17,800 |
Pension Plan | United States | |
Defined Benefit Plan Disclosure [Line Items] | |
2023 | 20,141 |
2024 | 19,359 |
2025 | 18,438 |
2026 | 17,622 |
2027 | 16,830 |
Thereafter | 71,645 |
Total | 164,035 |
Pension Plan | International Pension Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
2023 | 19,328 |
2024 | 13,356 |
2025 | 12,954 |
2026 | 14,301 |
2027 | 14,790 |
Thereafter | 75,398 |
Total | 150,127 |
OPRB Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
2023 | 1,992 |
2024 | 1,825 |
2025 | 1,730 |
2026 | 1,611 |
2027 | 1,481 |
Thereafter | 5,042 |
Total | $ 13,681 |
EMPLOYEE BENEFIT PLANS - Multi-
EMPLOYEE BENEFIT PLANS - Multi-Employer Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Pension plan number | 001 | ||
Contributions for the Year Ended | $ 917,000 | $ 372,000 | $ 0 |
Expiration of Agreement | Aug. 15, 2024 | ||
Employer identification number | 916145047 |
LEASES - Schedule of Balance Sh
LEASES - Schedule of Balance Sheet Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets and Liabilities, Lessee [Abstract] | ||
Operating lease right-of-use assets | $ 392,797 | $ 368,632 |
Finance lease right-of-use assets | $ 29,177 | 40,739 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net of accumulated depreciation of $404,009 and $283,677, respectively | |
Current maturities of operating leases | $ 81,968 | 73,046 |
Operating leases, less current maturities | 320,272 | 305,714 |
Finance lease liability, current | $ 6,609 | $ 10,039 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portion of long-term debt, net | Current portion of long-term debt, net |
Finance lease liability, noncurrent | $ 23,276 | $ 30,680 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term debt, net | Long-term debt, net |
Lease Agreement Transactions | ||
Assets and Liabilities, Lessee [Abstract] | ||
Current maturities of operating leases | $ 3,787 | $ 1,254 |
Operating leases, less current maturities | 22,194 | 12,553 |
Finance lease liability, current | 1,053 | 0 |
Finance lease liability, noncurrent | 895 | 0 |
Total lease liability, current | 4,840 | 1,254 |
Total lease liability, non-current | $ 23,089 | $ 12,553 |
LEASES - Schedule of Lease Term
LEASES - Schedule of Lease Terms and Discount Rates (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease term of operating leases | 7 years 4 months 24 days | 8 years |
Weighted-average remaining lease term of finance leases | 5 years 10 months 24 days | 5 years 7 months 6 days |
Weighted-average discount rate of operating leases | 4.50% | 3.20% |
Weighted-average discount rate of finance leases | 3.70% | 3.50% |
LEASES - Schedule of Lease Cost
LEASES - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Depreciation of lease assets | $ 9,740 | $ 6,610 | $ 1,192 |
Interest on lease liabilities | 1,223 | 968 | 114 |
Operating lease costs | 94,832 | 54,892 | 27,289 |
Short-term lease costs | 20,315 | 8,719 | 1,433 |
Variable lease costs | 19,060 | 8,088 | 1,021 |
Sublease income | (10,875) | (4,658) | (363) |
Total lease costs | $ 134,295 | $ 74,619 | $ 30,686 |
LEASES - Schedule of Supplement
LEASES - Schedule of Supplemental Cash Flow Data (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating cash flows from finance leases | $ 1,223 | $ 968 | $ 0 |
Operating cash flows from operating leases | 96,707 | 43,735 | 29,397 |
Financing cash flows from finance leases | 8,183 | 6,332 | 2,844 |
Right-of-use assets obtained in exchange for finance lease liabilities | 776 | 5,452 | 9,892 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 105,832 | $ 40,584 | $ 20,978 |
LEASES - Schedule of Lease Liab
LEASES - Schedule of Lease Liability Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finance Leases | ||
2023 | $ 7,046 | |
2024 | 6,454 | |
2025 | 8,154 | |
2026 | 2,684 | |
2027 | 2,655 | |
Thereafter | 6,296 | |
Total lease payments | 33,289 | |
Less: present value discount | (3,404) | |
Total finance lease liability | 29,885 | $ 40,719 |
Operating Leases | ||
2023 | 95,934 | |
2024 | 81,423 | |
2025 | 69,907 | |
2026 | 56,774 | |
2027 | 48,340 | |
Thereafter | 117,130 | |
Total lease payments | 469,508 | |
Less: present value discount | (67,268) | |
Total operating lease liability | $ 402,240 |
LEASES - Schedule of Lessor Ren
LEASES - Schedule of Lessor Rental Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Other income (expense), net | $ 11,727 | $ 5,202 | $ 2,708 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative [Line Items] | ||
Cash flow hedge gain to be reclassified over the next 12 months | $ 20,300,000 | |
Interest rate swap contract | ||
Derivative [Line Items] | ||
Notional amount | $ 100,000,000 | $ 600,000,000 |
Minimum | Interest rate swap contract | ||
Derivative [Line Items] | ||
Derivative, term | 3 years | 3 years |
Maximum | Interest rate swap contract | ||
Derivative [Line Items] | ||
Derivative, term | 4 years | 5 years |
Revolving Credit Facility | Line of Credit | LIBOR | ||
Derivative [Line Items] | ||
Basis spread on variable rate | 4.39% | |
Revolving Credit Facility | Line of Credit | Minimum | ||
Derivative [Line Items] | ||
Interest rate | 0.50% | |
Revolving Credit Facility | Line of Credit | Maximum | ||
Derivative [Line Items] | ||
Interest rate | 2.57% |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS - Notional Amounts (Details) - 12 months ended Dec. 31, 2022 € in Millions, £ in Millions, kr in Millions, $ in Millions | USD ($) t | EUR (€) | GBP (£) | SEK (kr) |
Foreign currency forward contracts | ||||
Derivative [Line Items] | ||||
Notional amount | $ 53 | € 375.5 | £ 12.9 | |
Interest rate swap contract | ||||
Derivative [Line Items] | ||||
Notional amount | $ 700 | kr 22 | ||
Bunker fuel hedges | ||||
Derivative [Line Items] | ||||
Nonmonetary notional amount (in metric tons) | 25,500 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS - Fair Value by Balance Sheet Location (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities | ||
Derivative [Line Items] | ||
Gross liability | $ (9,328) | $ (800) |
Accrued Liabilities | Foreign currency forward contracts: | Fair value hedges | ||
Derivative [Line Items] | ||
Gross liability | 0 | |
Accrued Liabilities | Bunker fuel hedges | ||
Derivative [Line Items] | ||
Gross liability | (3,396) | 0 |
Accrued Liabilities | Interest rate swap contracts: | ||
Derivative [Line Items] | ||
Gross liability | 0 | 0 |
Other Assets | ||
Derivative [Line Items] | ||
Gross asset | 59,104 | 10,102 |
Other Assets | Foreign currency forward contracts: | Fair value hedges | ||
Derivative [Line Items] | ||
Gross asset | 0 | |
Other Assets | Bunker fuel hedges | ||
Derivative [Line Items] | ||
Gross asset | 0 | 0 |
Other Assets | Interest rate swap contracts: | ||
Derivative [Line Items] | ||
Gross asset | 59,104 | 10,102 |
Other Receivables, net | ||
Derivative [Line Items] | ||
Gross asset | 1,366 | 3,408 |
Other Receivables, net | Foreign currency forward contracts: | Fair value hedges | ||
Derivative [Line Items] | ||
Gross asset | 4 | |
Other Receivables, net | Bunker fuel hedges | ||
Derivative [Line Items] | ||
Gross asset | 0 | 1,023 |
Other Receivables, net | Interest rate swap contracts: | ||
Derivative [Line Items] | ||
Gross asset | 0 | 0 |
Designated as Hedging Instrument | Accrued Liabilities | Foreign currency forward contracts: | Cash flow hedges | ||
Derivative [Line Items] | ||
Gross liability | (5,726) | (222) |
Designated as Hedging Instrument | Other Assets | Foreign currency forward contracts: | Cash flow hedges | ||
Derivative [Line Items] | ||
Gross asset | 0 | 0 |
Designated as Hedging Instrument | Other Receivables, net | Foreign currency forward contracts: | Cash flow hedges | ||
Derivative [Line Items] | ||
Gross asset | 490 | 2,183 |
Non-designated cash flow hedges | Accrued Liabilities | Foreign currency forward contracts: | Cash flow hedges | ||
Derivative [Line Items] | ||
Gross liability | (206) | (578) |
Non-designated cash flow hedges | Other Assets | Foreign currency forward contracts: | Cash flow hedges | ||
Derivative [Line Items] | ||
Gross asset | 0 | 0 |
Non-designated cash flow hedges | Other Receivables, net | Foreign currency forward contracts: | Cash flow hedges | ||
Derivative [Line Items] | ||
Gross asset | $ 872 | $ 202 |
DERIVATIVE FINANCIAL INSTRUME_6
DERIVATIVE FINANCIAL INSTRUMENTS - Realized and Unrealized Gain (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative [Line Items] | |||
Realized gains: | $ 28,721 | $ 4,354 | |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of Revenue | Cost of Revenue | |
Gains (losses) deferred in Accumulated Other Comprehensive Loss | $ 31,786 | $ 11,209 | $ (2,705) |
Accumulated Other Comprehensive Loss | |||
Derivative [Line Items] | |||
Gains (losses) deferred in Accumulated Other Comprehensive Loss | 42,622 | 11,438 | 0 |
Cost of Sales | |||
Derivative [Line Items] | |||
Unrealized gains (losses): | (2,848) | (1,257) | (682) |
Other income (expense), net | |||
Derivative [Line Items] | |||
Unrealized gains (losses): | 469 | 0 | 0 |
Foreign currency forward contracts: | Cash flow hedges | Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Realized gains: | 22,546 | 2,399 | |
Foreign currency forward contracts: | Cash flow hedges | Non-designated cash flow hedges | |||
Derivative [Line Items] | |||
Realized gains: | 3,341 | (403) | |
Foreign currency forward contracts: | Accumulated Other Comprehensive Loss | Cash flow hedges | Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Gains (losses) deferred in Accumulated Other Comprehensive Loss | (6,380) | 1,336 | |
Foreign currency forward contracts: | Accumulated Other Comprehensive Loss | Cash flow hedges | Non-designated cash flow hedges | |||
Derivative [Line Items] | |||
Gains (losses) deferred in Accumulated Other Comprehensive Loss | 0 | 0 | 0 |
Foreign currency forward contracts: | Accumulated Other Comprehensive Loss | Fair value hedges | |||
Derivative [Line Items] | |||
Gains (losses) deferred in Accumulated Other Comprehensive Loss | 0 | ||
Foreign currency forward contracts: | Cost of Sales | Cash flow hedges | Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Unrealized gains (losses): | 0 | 0 | |
Foreign currency forward contracts: | Cost of Sales | Cash flow hedges | Non-designated cash flow hedges | |||
Derivative [Line Items] | |||
Unrealized gains (losses): | 589 | 388 | (682) |
Foreign currency forward contracts: | Cost of Sales | Fair value hedges | |||
Derivative [Line Items] | |||
Unrealized gains (losses): | 0 | ||
Foreign currency forward contracts: | Other income (expense), net | Cash flow hedges | Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Unrealized gains (losses): | 0 | 0 | |
Foreign currency forward contracts: | Other income (expense), net | Cash flow hedges | Non-designated cash flow hedges | |||
Derivative [Line Items] | |||
Unrealized gains (losses): | 0 | 0 | $ 0 |
Foreign currency forward contracts: | Other income (expense), net | Fair value hedges | |||
Derivative [Line Items] | |||
Unrealized gains (losses): | 469 | ||
Bunker fuel hedges | |||
Derivative [Line Items] | |||
Realized gains: | 2,834 | 2,358 | |
Bunker fuel hedges | Accumulated Other Comprehensive Loss | |||
Derivative [Line Items] | |||
Gains (losses) deferred in Accumulated Other Comprehensive Loss | 0 | 0 | |
Bunker fuel hedges | Cost of Sales | |||
Derivative [Line Items] | |||
Unrealized gains (losses): | (3,437) | (1,645) | |
Bunker fuel hedges | Other income (expense), net | |||
Derivative [Line Items] | |||
Unrealized gains (losses): | 0 | 0 | |
Interest rate swap contracts: | Accumulated Other Comprehensive Loss | |||
Derivative [Line Items] | |||
Gains (losses) deferred in Accumulated Other Comprehensive Loss | 49,002 | 10,102 | |
Interest rate swap contracts: | Cost of Sales | |||
Derivative [Line Items] | |||
Unrealized gains (losses): | 0 | 0 | |
Interest rate swap contracts: | Other income (expense), net | |||
Derivative [Line Items] | |||
Unrealized gains (losses): | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Assets and Labilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 66,194 | $ 34,998 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 51,142 | 12,710 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 15,052 | 22,288 |
Foreign currency forward contracts: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 1,366 | 2,385 |
Liabilities at fair value | (5,932) | (800) |
Foreign currency forward contracts: | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 0 | 0 |
Liabilities at fair value | 0 | 0 |
Foreign currency forward contracts: | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 1,366 | 2,385 |
Liabilities at fair value | (5,932) | (800) |
Foreign currency forward contracts: | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 0 | 0 |
Liabilities at fair value | 0 | 0 |
Bunker fuel hedges | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 1,023 | |
Liabilities at fair value | (3,396) | |
Bunker fuel hedges | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 0 | |
Liabilities at fair value | 0 | |
Bunker fuel hedges | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 1,023 | |
Bunker fuel hedges | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 0 | |
Liabilities at fair value | 0 | |
Interest rate swap contracts: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 59,104 | 10,102 |
Interest rate swap contracts: | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 0 | 0 |
Interest rate swap contracts: | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 59,104 | 10,102 |
Interest rate swap contracts: | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 0 | 0 |
Rabbi Trust investments, short-term | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 5,367 | 6,115 |
Rabbi Trust investments, short-term | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 0 | 0 |
Rabbi Trust investments, short-term | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 0 | 0 |
Rabbi Trust investments, short-term | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 5,367 | 6,115 |
Rabbi Trust investments, long-term | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 16,498 | 23,433 |
Rabbi Trust investments, long-term | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 0 | |
Rabbi Trust investments, long-term | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 0 | 0 |
Rabbi Trust investments, long-term | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 16,498 | 23,433 |
Contingent consideration: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | (1,791) | (2,958) |
Contingent consideration: | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 0 | 0 |
Contingent consideration: | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 0 | 0 |
Contingent consideration: | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | (1,791) | (2,958) |
Contingent consideration, less current portion | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | (5,022) | (4,302) |
Contingent consideration, less current portion | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 0 | 0 |
Contingent consideration, less current portion | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 0 | 0 |
Contingent consideration, less current portion | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | $ (5,022) | $ (4,302) |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Assets with Unobservable Inputs (Details) - Rabbi Trust investments: - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 406 | |
Additions from the acquisition of Legacy Dole | 29,574 | |
Transfers out of Level 3 investments | (406) | |
Net realized and unrealized losses recognized in earnings | $ (3,835) | (286) |
Plan contributions | 458 | 1,210 |
Plan distributions | (4,306) | $ (950) |
Balance at end of period | 21,865 | |
Realized losses | 100 | |
Unrealized losses | $ 3,700 |
FAIR VALUE MEASUREMENTS - Fai_2
FAIR VALUE MEASUREMENTS - Fair Value Liabilities with Unobservable Inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at beginning of period | $ (7,260) | $ (10,698) | |
Additions | (2,907) | (944) | |
Payments of contingent consideration | 2,909 | 5,031 | |
Remeasurement gain | 14 | (1,036) | $ (519) |
Foreign exchange impact | 431 | 387 | |
Balance at end of period | $ (6,813) | $ (7,260) | $ (10,698) |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Investments | $ 21,900 | $ 29,548 |
Short-term investments | 5,367 | $ 6,115 |
Long-term investments | $ 16,500 |
FAIR VALUE MEASUREMENTS - Fai_3
FAIR VALUE MEASUREMENTS - Fair Value Liabilities Measured on a Recurring Basis (Details) - Level 2 - Term Loan A and Term Loan B - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Carrying Value | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of debt | $ 806,326 | $ 815,764 |
Estimated Fair Value | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of debt | $ 795,039 | $ 833,637 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | 12 Months Ended | ||||
Nov. 09, 2022 USD ($) | Dec. 31, 2022 USD ($) lawsuit | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | May 06, 2013 USD ($) | |
Concentration Risk [Line Items] | |||||
Purchase commitment term | 1 year | ||||
Purchases | $ 1,200,000,000 | $ 448,100,000 | $ 0 | ||
Inventory reclass expense | $ 15,800,000 | 17,600,000 | |||
DBCP Cases | |||||
Concentration Risk [Line Items] | |||||
Pending lawsuits | lawsuit | 180 | ||||
Damages claimed | $ 17,800,000,000 | ||||
Number of cases resulted in judgments | lawsuit | 24 | ||||
Former Shell Site | |||||
Concentration Risk [Line Items] | |||||
Estimated possible loss | $ 310,000,000 | ||||
Former Shell Site | Shell | |||||
Concentration Risk [Line Items] | |||||
Lawsuit related costs incurred | $ 266,600,000 | ||||
Former Shell Site | BHC | |||||
Concentration Risk [Line Items] | |||||
Lawsuit related costs incurred | $ 133,300,000 | ||||
Percentage of defendant's lawsuit costs attributable to other party | 0.500 | ||||
Former Shell Site, Costs Associated With Lawsuit | |||||
Concentration Risk [Line Items] | |||||
Estimated possible loss | $ 90,000,000 | ||||
Unfavorable Regulatory Action | |||||
Concentration Risk [Line Items] | |||||
Estimated possible loss | $ 20,000,000 | ||||
Letter Of Credit, Bank And Surety Bonds | |||||
Concentration Risk [Line Items] | |||||
Guarantees | 61,400,000 | 68,800,000 | |||
Bank Borrowings And Equity Method Investments | |||||
Concentration Risk [Line Items] | |||||
Guarantees | $ 9,200,000 | $ 13,900,000 | |||
Workforce Subject to Collective Bargaining Arrangements | Labor Force Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Percentage of employees covered by collective bargaining agreements | 31.40% | ||||
Workforce Subject to Collective Bargaining Arrangements Expiring within One Year | Labor Force Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Percentage of employees covered by collective bargaining agreements | 24.30% | ||||
Workforce Subject To Collective Bargaining Arrangements Expiring After One Year | Labor Force Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Percentage of employees covered by collective bargaining agreements | 75.70% | ||||
Minimum | |||||
Concentration Risk [Line Items] | |||||
Purchase commitment term | 1 year | ||||
Guarantee term | 1 year | ||||
Maximum | |||||
Concentration Risk [Line Items] | |||||
Purchase commitment term | 10 years | ||||
Guarantee term | 20 years |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Estimated Future Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
2023 | $ 973,186 |
2024 | 508,249 |
2025 | 370,423 |
2026 | 260,593 |
2027 | 260,593 |
Thereafter | 362,764 |
Total | $ 2,735,808 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Net expenses from transaction with related party | $ 2,000,000 | $ 1,600,000 | $ 1,400,000 |
Balkan | |||
Related Party Transaction [Line Items] | |||
Revenue from transaction with related party | 100,000 | 0 | 0 |
Various Companies of Mr. Murdock | |||
Related Party Transaction [Line Items] | |||
Net expenses from transaction with related party | 4,300,000 | ||
Mr. Murdock | |||
Related Party Transaction [Line Items] | |||
Net expenses from transaction with related party | $ 600,000 | $ 0 | $ 0 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized (in shares) | 600,000,000 | ||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | |
Preferred stock, shares authorized (in shares) | 300,000,000 | ||
Common stock, shares outstanding (in shares) | 94,899,194 | 94,877,706 | 410,725,000 |
Preferred stock, shares outstanding (in shares) | 0 | ||
Common stock initially reserved for issuance (in shares) | 7,400,000 | ||
Shares available for future issuance (in shares) | 6,100,000 | ||
Shares available for future issuance under awards granted (in shares) | 1,300,000 | ||
Stock-based compensation expense | $ 4,500,000 | $ 0 | $ 0 |
Unrecognized compensation cost | 8,400,000 | 4,400,000 | |
Amount available to declare or pay a dividend | 19,600,000 | ||
Net income | 111,690,000 | 16,808,000 | 71,252,000 |
Interest expense | 61,485,000 | 27,030,000 | 10,523,000 |
Other income, net | (11,322,000) | (8,658,000) | 119,000 |
Cost of sales | (8,634,144,000) | (6,105,271,000) | (4,012,348,000) |
Equity method earnings | 6,726,000 | 48,027,000 | 30,279,000 |
Reclassification out of Accumulated Other Comprehensive Income | Fair Value of Derivatives | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Net income | (22,400,000) | 3,700,000 | |
Interest expense | 22,400,000 | ||
Cost of sales | 2,300,000 | ||
Equity method earnings | 1,400,000 | ||
Reclassification out of Accumulated Other Comprehensive Income | Pension & Other Postretirement Benefits | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Net income | (1,500,000) | (400,000) | |
Equity method earnings | 1,700,000 | ||
Net periodic benefit cost | 2,100,000 | $ 1,300,000 | |
Reclassification out of Accumulated Other Comprehensive Income | Foreign Currency Translation | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Other income, net | $ 5,400,000 | ||
Equity method earnings | $ (1,700,000) | ||
Stock option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Expiration period | 10 years | ||
Stock options granted, weighted average grant date fair value (in dollars per share) | $ 4.47 | ||
Unrecognized compensation cost, period for recognition | 1 year 10 months 24 days | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
RSUs | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
RSUs | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years |
STOCKHOLDERS_ EQUITY - Stock Ac
STOCKHOLDERS’ EQUITY - Stock Activity (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Common Stock [Roll Forward] | ||
Shares outstanding, beginning balance (in shares) | 94,877,706 | 410,725,000 |
Net shares issued related to stock-based compensation (in shares) | 21,000 | 4,545,000 |
Cancellation of treasury shares (in shares) | (22,000,000) | |
Total Produce share exchange (in shares) | (337,088,000) | |
Shares outstanding, ending balance (in shares) | 94,899,194 | 94,877,706 |
Primary IPO Transaction issuance | ||
Common Stock [Roll Forward] | ||
Shares issued (in shares) | 25,000,000 | |
Secondary issuance | ||
Common Stock [Roll Forward] | ||
Shares issued (in shares) | 1,779,000 | |
C&C Parties | ||
Common Stock [Roll Forward] | ||
Shares issued (in shares) | 11,917,000 |
STOCKHOLDERS_ EQUITY - Valuatio
STOCKHOLDERS’ EQUITY - Valuation Assumptions (Details) | 12 Months Ended |
Dec. 31, 2022 | |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 2.10% |
Expected volatility | 45% |
Dividend yield | 2.50% |
Stock option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.90% |
Expected volatility | 32.50% |
Dividend yield | 1.50% |
Expected term (years) | 6 years 6 months |
STOCKHOLDERS_ EQUITY - Share-ba
STOCKHOLDERS’ EQUITY - Share-based Compensation Awards Outstanding (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of shares | |
Outstanding awards at beginning of period (in shares) | 453 |
Granted (in shares) | 0 |
Vested (in shares) | 0 |
Forfeited (in shares) | 0 |
Outstanding awards at end of period (in shares) | 453 |
Weighted-average exercise price | |
Outstanding awards at beginning of period (in dollars per share) | $ / shares | $ 15.72 |
Granted (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Outstanding awards at end of period (in dollars per share) | $ / shares | $ 15.72 |
RSUs | |
Number of shares | |
Outstanding awards at beginning of period (in shares) | 209 |
Granted (in shares) | 261 |
Vested (in shares) | (40) |
Forfeited (in shares) | (18) |
Outstanding awards at end of period (in shares) | 412 |
Weighted-average grant date fair value | |
Outstanding awards at beginning of period (in dollars per share) | $ / shares | $ 15.88 |
Granted (in dollars per share) | $ / shares | 12.88 |
Vested (in dollars per share) | $ / shares | 12.87 |
Forfeited (in dollars per share) | $ / shares | 13.59 |
Outstanding awards at end of period (in dollars per share) | $ / shares | $ 13.71 |
RSUs with a market condition | |
Number of shares | |
Outstanding awards at beginning of period (in shares) | 0 |
Granted (in shares) | 425 |
Vested (in shares) | 0 |
Forfeited (in shares) | (25) |
Outstanding awards at end of period (in shares) | 400 |
Weighted-average grant date fair value | |
Outstanding awards at beginning of period (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 13.70 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 15.33 |
Outstanding awards at end of period (in dollars per share) | $ / shares | $ 13.59 |
STOCKHOLDERS_ EQUITY - Dividend
STOCKHOLDERS’ EQUITY - Dividends Declared and Paid (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||||
Nov. 16, 2022 | Aug. 22, 2022 | May 24, 2022 | Mar. 14, 2022 | Dec. 02, 2021 | May 28, 2021 | Jan. 29, 2021 | Sep. 02, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||||||||||
Cash dividend paid (in USD per share) | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.03 | $ 0.01 | $ 0.03 | |||
Dividends | $ (30,582) | $ (24,699) | $ (11,875) |
STOCKHOLDERS_ EQUITY - Accumula
STOCKHOLDERS’ EQUITY - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Equity at beginning of period | $ 1,212,630 | $ 657,915 | $ 613,993 |
Reclassification of pension activity | 0 | 15,462 | 0 |
Total other comprehensive income (loss) | 16,677 | (5,569) | 6,547 |
Equity at end of period | 1,286,674 | 1,212,630 | 657,915 |
Fair Value of Derivatives | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Equity at beginning of period | 8,631 | (2,578) | 0 |
Other comprehensive income (loss) attributable to Dole plc before reclassifications, net of tax | 48,448 | 14,085 | (2,578) |
Gross amounts reclassified from accumulated other comprehensive loss | (22,447) | (3,739) | 0 |
Tax reclassified from accumulated other comprehensive loss | 5,785 | 863 | 0 |
Reclassification of pension activity | 0 | ||
Total other comprehensive income (loss) | 31,786 | 11,209 | (2,578) |
Equity at end of period | 40,417 | 8,631 | (2,578) |
Pension & Other Postretirement Benefits | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Equity at beginning of period | (59,822) | (77,445) | (65,065) |
Other comprehensive income (loss) attributable to Dole plc before reclassifications, net of tax | 21,530 | 1,857 | (13,451) |
Gross amounts reclassified from accumulated other comprehensive loss | 1,548 | 378 | 1,295 |
Tax reclassified from accumulated other comprehensive loss | (194) | (74) | (224) |
Reclassification of pension activity | 15,462 | ||
Total other comprehensive income (loss) | 22,884 | 17,623 | (12,380) |
Equity at end of period | (36,938) | (59,822) | (77,445) |
Foreign Currency Translation | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Equity at beginning of period | (74,728) | (48,780) | (66,539) |
Other comprehensive income (loss) attributable to Dole plc before reclassifications, net of tax | (38,329) | (27,669) | 17,759 |
Gross amounts reclassified from accumulated other comprehensive loss | 5,445 | 1,721 | 0 |
Tax reclassified from accumulated other comprehensive loss | 0 | 0 | 0 |
Reclassification of pension activity | 0 | ||
Total other comprehensive income (loss) | (32,884) | (25,948) | 17,759 |
Equity at end of period | (107,612) | (74,728) | (48,780) |
Accumulated Other Comprehensive Loss | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Equity at beginning of period | (125,919) | (128,803) | (131,604) |
Other comprehensive income (loss) attributable to Dole plc before reclassifications, net of tax | 31,649 | (11,727) | 1,730 |
Gross amounts reclassified from accumulated other comprehensive loss | (15,454) | (1,640) | 1,295 |
Tax reclassified from accumulated other comprehensive loss | 5,591 | 789 | (224) |
Reclassification of pension activity | 15,462 | ||
Total other comprehensive income (loss) | 21,786 | 2,884 | 2,801 |
Equity at end of period | $ (104,133) | $ (125,919) | $ (128,803) |
REDEEMABLE NONCONTROLLING INT_3
REDEEMABLE NONCONTROLLING INTERESTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Redeemable Noncontrolling Interests [Roll Forward] | ||
Balance at beginning of period | $ 32,776 | $ 30,317 |
Share of net income | 3,455 | 3,304 |
Share of items recognized in other comprehensive (loss) | (437) | (1,054) |
Dividends paid to redeemable noncontrolling interest holders | (4,085) | (5,972) |
Accretion to redemption value recognized in additional paid-in capital | 2,385 | 6,332 |
Foreign exchange impact | (1,783) | (151) |
Balance at end of period | 32,311 | 32,776 |
Redeemable noncontrolling interests | 32,311 | $ 32,776 |
Redemption value of redeemable noncontrolling interests | $ 37,800 |
INVESTMENTS IN UNCONSOLIDATED_3
INVESTMENTS IN UNCONSOLIDATED AFFILIATES - Narrative (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 29, 2021 USD ($) | Jul. 31, 2018 USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||
Investments in unconsolidated affiliates | $ 124,239 | $ 128,407 | |||
Equity method investments | 120,900 | 126,500 | |||
Other investments | 3,300 | 1,900 | |||
Income tax expense related to equity method investment | 300 | 800 | $ 1,600 | ||
Goodwill | 497,453 | 511,333 | 234,161 | ||
Contingent consideration | 6,813 | $ 7,260 | $ 10,698 | ||
Moorberries BV | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership interest acquired | 100% | ||||
Fruktimporten Stockholm | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership interest acquired | 83.20% | ||||
OTC Organics BV | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership interest acquired | 100% | ||||
2021 Step-Up Acquisitions | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Total carrying value of investees | $ 4,300 | ||||
Payments to acquire investments | 8,100 | ||||
Gain from investments acquired | 7,700 | ||||
Goodwill | 15,200 | ||||
Eco Farms | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership interest acquired | 65% | ||||
Total carrying value of investees | $ 5,300 | ||||
Payments to acquire investments | 5,900 | ||||
Contingent consideration | 700 | ||||
Gain on step-up acquisition of other equity method investments | 0 | ||||
Legacy Dole | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | 0 | 340,485 | $ 259,000 | ||
Goodwill | 328,794 | ||||
Gain on step-up acquisition of other equity method investments | $ 0 | $ (4,023) | $ 0 | ||
Legacy Dole | Total Produce | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | $ 259,000 | $ 300,000 | |||
Ownership percentage | 45% | 45% | |||
Suri Associate | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage disposed of | 0.50 | ||||
Carrying value of investment sold | $ 1,100 | ||||
Gain (loss) on disposal of equity method investment | $ (600) | ||||
Peviani Joint Venture | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage disposed of | 0.50 | ||||
Carrying value of investment sold | $ 9,400 | ||||
Gain (loss) on disposal of equity method investment | $ 1,100 |
INVESTMENTS IN UNCONSOLIDATED_4
INVESTMENTS IN UNCONSOLIDATED AFFILIATES - Investment In Legacy Dole (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Jul. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Method Investments [Roll Forward] | ||||
Carrying amount, beginning balance | $ 126,500 | |||
Share of net income | 6,726 | $ 48,027 | $ 30,279 | |
Carrying amount, ending balance | 120,900 | 126,500 | ||
Legacy Dole | ||||
Equity Method Investments [Roll Forward] | ||||
Carrying amount, beginning balance | $ 340,485 | 0 | 340,485 | |
Share of net income | 0 | 38,874 | 21,868 | |
Share of other comprehensive income | 3,999 | |||
Share of repayment of receivable from affiliates | 469 | |||
Impairment | (122,926) | $ 0 | (122,926) | 0 |
Equity method investment becoming subsidiary | (259,000) | |||
Foreign exchange impact | (1,901) | |||
Carrying amount, ending balance | $ 259,000 | $ 0 | $ 340,485 |
INVESTMENTS IN UNCONSOLIDATED_5
INVESTMENTS IN UNCONSOLIDATED AFFILIATES - Financial Information of Legacy Dole (Details) - USD ($) | 7 Months Ended | 12 Months Ended | |||
Jul. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2018 | |
Summary Statements of Operations: | |||||
Revenue, net | $ 9,228,853,000 | $ 6,454,402,000 | $ 4,345,939,000 | ||
Cost of sales | (8,634,144,000) | (6,105,271,000) | (4,012,348,000) | ||
Selling, marketing, general and administrative expenses | (491,712,000) | (349,769,000) | (264,844,000) | ||
Net interest expense | (61,485,000) | (27,030,000) | (10,523,000) | ||
Equity method earnings | 6,726,000 | 48,027,000 | 30,279,000 | ||
Other income (expense), net | 11,322,000 | 8,658,000 | (119,000) | ||
Income tax expense | 34,059,000 | 13,333,000 | (18,130,000) | ||
Loss from discontinued operations | 0 | 0 | 0 | ||
Less: Net income attributable to noncontrolling interests | (25,194,000) | (24,027,000) | (18,764,000) | ||
Net income (loss) attributable to Dole plc | 86,496,000 | (7,219,000) | 52,488,000 | ||
ASSETS | |||||
Current assets | 1,605,478,000 | 1,641,335,000 | |||
Intangible assets | 357,270,000 | 368,326,000 | 65,634,000 | ||
Property, plant and equipment | 1,343,307,000 | 1,430,850,000 | |||
Operating lease right-of-use assets | 392,797,000 | 368,632,000 | |||
Assets held-for-sale | 645,000 | 200,000 | 0 | ||
Other non-current assets | 159,681,000 | 98,917,000 | |||
Debt | (1,221,368,000) | ||||
Operating lease liabilities | (402,240,000) | ||||
Other non-current liabilities | (61,248,000) | (105,310,000) | |||
Other current liabilities | (17,698,000) | (9,078,000) | |||
Noncontrolling interest | (125,546,000) | (132,041,000) | |||
Goodwill | 497,453,000 | 511,333,000 | 234,161,000 | ||
Investments in unconsolidated affiliates | 120,900,000 | 126,500,000 | |||
Legacy Dole Equity Method Investment | |||||
Summary Statements of Operations: | |||||
Equity method earnings | $ 27,000 | 2,149,000 | |||
Legacy Dole | |||||
Summary Statements of Operations: | |||||
Equity method earnings | 0 | 38,874,000 | 21,868,000 | ||
Net income (loss) attributable to Dole plc | 38,874,000 | 21,868,000 | |||
ASSETS | |||||
Goodwill | 328,794,000 | ||||
Impairment recognized upon the Acquisition | (122,926,000) | $ 0 | (122,926,000) | 0 | |
Investments in unconsolidated affiliates | 259,000,000 | $ 0 | 340,485,000 | ||
Legacy Dole | Total Produce | |||||
ASSETS | |||||
Investments in unconsolidated affiliates | 259,000,000 | $ 300,000,000 | |||
Legacy Dole | |||||
Summary Statements of Operations: | |||||
Revenue, net | 2,878,597,000 | 4,671,999,000 | |||
Cost of sales | (2,601,253,000) | (4,306,200,000) | |||
Selling, marketing, general and administrative expenses | (124,417,000) | (189,912,000) | |||
Net interest expense | (36,998,000) | (72,906,000) | |||
Other income (expense), net | 2,859,000 | (29,305,000) | |||
Income tax expense | (30,557,000) | (25,332,000) | |||
Loss from discontinued operations | 0 | (43,000) | |||
Less: Net income attributable to noncontrolling interests | (1,872,000) | (1,854,000) | |||
Net income (loss) attributable to Dole plc | 86,386,000 | $ 48,596,000 | |||
ASSETS | |||||
Current assets | 927,026,000 | ||||
Intangible assets | 278,079,000 | ||||
Property, plant and equipment | 1,094,605,000 | ||||
Operating lease right-of-use assets | 224,451,000 | ||||
Assets held-for-sale | 5,357,000 | ||||
Other non-current assets | 157,891,000 | ||||
Debt | (1,378,473,000) | ||||
Operating lease liabilities | (221,072,000) | ||||
Other non-current liabilities | (332,931,000) | ||||
Other current liabilities | (626,609,000) | ||||
Noncontrolling interest | (10,252,000) | ||||
Net assets | 118,072,000 | ||||
Legacy Dole | Total Produce | |||||
ASSETS | |||||
Net assets | $ 53,132,000 |
INVESTMENTS IN UNCONSOLIDATED_6
INVESTMENTS IN UNCONSOLIDATED AFFILIATES - Maximum Exposure Loss of Legacy Dole (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 29, 2021 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | ||||
Carrying value of equity investment in Legacy Dole | $ 120,900 | $ 126,500 | ||
Legacy Dole | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Carrying value of equity investment in Legacy Dole | $ 0 | $ 259,000 | $ 340,485 | |
Maximum exposure to loss | $ 259,000 |
INVESTMENTS IN UNCONSOLIDATED_7
INVESTMENTS IN UNCONSOLIDATED AFFILIATES - Sales and Purchases Of Legacy Dole (Details) - Legacy Dole - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended |
Jul. 29, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||
Sales | $ 9,974 | $ 8,900 |
Purchases | $ 30,856 | $ 49,000 |
INVESTMENTS IN UNCONSOLIDATED_8
INVESTMENTS IN UNCONSOLIDATED AFFILIATES - Amounts Due To and From Legacy Dole (Details) - Legacy Dole $ in Thousands | Jul. 29, 2021 USD ($) |
Schedule of Equity Method Investments [Line Items] | |
Amounts due from Legacy Dole presented within accounts receivable | $ 1,800 |
Amounts due to Legacy Dole presented within accounts payable | $ 8,700 |
INVESTMENTS IN UNCONSOLIDATED_9
INVESTMENTS IN UNCONSOLIDATED AFFILIATES - Other Unconsolidated Affiliates (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Investments In And Advance To Affiliates, Subsidiaries, Associates And Joint Ventures [Roll Forward] | ||
Carrying value, beginning balance | $ 128,407 | |
Carrying value, ending balance | 124,239 | $ 128,407 |
Other Unconsolidated affiliates | ||
Investments In And Advance To Affiliates, Subsidiaries, Associates And Joint Ventures [Roll Forward] | ||
Carrying value, beginning balance | 128,407 | 118,072 |
Share of income after tax | 7,270 | 14,851 |
Acquisition of Legacy Dole investments | 22,314 | |
Additions | 3,450 | 3,242 |
Gain on step-up acquisition of other equity method investments | 7,670 | |
Subsidiary becoming equity method investment | 712 | (11,970) |
Disposals | (1,087) | (9,537) |
Dividends received from investments | (9,391) | (10,611) |
Foreign exchange impact and other | (5,122) | (5,624) |
Carrying value, ending balance | $ 124,239 | $ 128,407 |
INVESTMENTS IN UNCONSOLIDATE_10
INVESTMENTS IN UNCONSOLIDATED AFFILIATES - Financial Information Of Other Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary Statements of Operations: | |||
Revenue, net | $ 9,228,853 | $ 6,454,402 | $ 4,345,939 |
Cost of sales | (8,634,144) | (6,105,271) | (4,012,348) |
Net income | 111,690 | 16,808 | 71,252 |
Equity method earnings | 6,726 | 48,027 | 30,279 |
Summary Balance Sheets: | |||
Current assets | 1,605,478 | 1,641,335 | |
Current liabilities | (1,460,514) | (1,371,151) | |
Noncontrolling interest | (125,546) | (132,041) | |
Goodwill | 497,453 | 511,333 | 234,161 |
Investments in unconsolidated affiliates | 120,900 | 126,500 | |
Other Equity Method Investments | |||
Summary Statements of Operations: | |||
Equity method earnings | 7,270 | 14,851 | 15,168 |
Summary Balance Sheets: | |||
Goodwill | 26,551 | 27,001 | |
Investments in unconsolidated affiliates | 120,869 | 126,534 | |
Other Unconsolidated affiliates | |||
Summary Statements of Operations: | |||
Revenue, net | 1,720,489 | 1,760,608 | 1,605,660 |
Cost of sales | (1,614,293) | (1,601,557) | (1,383,617) |
Other activity | (88,759) | (123,603) | (187,547) |
Net income | 17,437 | 35,448 | $ 34,496 |
Summary Balance Sheets: | |||
Current assets | 334,317 | 343,000 | |
Non-current assets | 297,337 | 325,094 | |
Current liabilities | (221,370) | (243,986) | |
Non-current liabilities | (147,507) | (147,583) | |
Noncontrolling interest | (2,057) | (2,686) | |
Net assets | 260,720 | 273,839 | |
Other Unconsolidated affiliates | Dole plc | |||
Summary Balance Sheets: | |||
Net assets | $ 94,318 | $ 99,533 |
INVESTMENTS IN UNCONSOLIDATE_11
INVESTMENTS IN UNCONSOLIDATED AFFILIATES - Sales And Purchases From Other Unconsolidated Affiliates (Details) - Other Unconsolidated affiliates - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||
Sales | $ 124,084 | $ 110,797 | $ 104,721 |
Purchases | $ 161,841 | $ 141,975 | $ 64,204 |
INVESTMENTS IN UNCONSOLIDATE_12
INVESTMENTS IN UNCONSOLIDATED AFFILIATES - Amounts Due To and From Other Unconsolidated Affiliates (Details) - Other Unconsolidated affiliates - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | ||
Amounts due to investments in unconsolidated affiliates presented within accounts payable | $ 9,225 | $ 13,897 |
Trade Receivable | ||
Schedule of Equity Method Investments [Line Items] | ||
Amounts due from investments in unconsolidated affiliates | 27,950 | 21,389 |
Other Receivable | ||
Schedule of Equity Method Investments [Line Items] | ||
Amounts due from investments in unconsolidated affiliates | 3,224 | 0 |
Other Assets | ||
Schedule of Equity Method Investments [Line Items] | ||
Amounts due from investments in unconsolidated affiliates | $ 8,396 | $ 9,314 |
INVESTMENTS IN UNCONSOLIDATE_13
INVESTMENTS IN UNCONSOLIDATED AFFILIATES - Reconciliation (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |||
Jul. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity method earnings | $ 6,726 | $ 48,027 | $ 30,279 | ||
Deferred income tax expense related to Legacy Dole | 35,044 | 23,168 | 698 | ||
Share of equity method earnings | 7,270 | 43,284 | 30,279 | ||
Other Equity Method Investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method earnings | 7,270 | 14,851 | 15,168 | ||
Gain (loss) on step-up acquisition | 0 | (7,670) | 0 | ||
Gain (loss) on disposal of equity method investment | (544) | 1,096 | 0 | ||
Legacy Dole | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method earnings | 0 | 38,874 | 21,868 | ||
Deferred income tax expense related to Legacy Dole | 0 | (10,441) | (6,757) | ||
Impairment of original 45.0% investment in Legacy Dole | $ (122,926) | 0 | (122,926) | 0 | |
Gain on preexisting contractual arrangements with Legacy Dole | 0 | 93,000 | 0 | ||
Gain on release of deferred tax reserves attributable to Legacy Dole | 0 | 20,124 | 0 | ||
Gain on release of Legacy Dole indemnities | 0 | 4,403 | 0 | ||
Gain on release of cumulative equity reserves attributable to Legacy Dole | 1,376 | ||||
Gain (loss) on step-up acquisition | $ 0 | $ 4,023 | $ 0 | ||
Legacy Dole | Total Produce | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage | 45% | 45% |
VARIABLE INTEREST ENTITIES (Det
VARIABLE INTEREST ENTITIES (Details) $ in Millions | Dec. 31, 2022 USD ($) member | Dec. 31, 2021 USD ($) | Dec. 16, 2016 |
Variable Interest Entity [Line Items] | |||
Maximum loss exposure | $ | $ 10.7 | $ 8.5 | |
El Parque | |||
Variable Interest Entity [Line Items] | |||
Number of members on the Board of Directors | 4 | ||
El Parque | Director from Dole | |||
Variable Interest Entity [Line Items] | |||
Number of members on the Board of Directors | 2 | ||
El Parque | Direct from IDI | |||
Variable Interest Entity [Line Items] | |||
Number of members on the Board of Directors | 2 | ||
Consolidated VIE | EurobananCanarias S.A. | |||
Variable Interest Entity [Line Items] | |||
Ownership percentage | 50% | ||
Series A | Unconsolidated VIE | El Parque | |||
Variable Interest Entity [Line Items] | |||
Ownership percentage | 50% | ||
Series B | Unconsolidated VIE | El Parque | |||
Variable Interest Entity [Line Items] | |||
Ownership percentage | 49.995% |
EARNINGS (LOSS) PER SHARE - Nar
EARNINGS (LOSS) PER SHARE - Narrative (Details) | Jul. 29, 2021 |
Total Produce | |
Earnings Per Share [Line Items] | |
Share exchange ratio | 7 |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Basic [Abstract] | |||
Net income (loss) attributable to Dole plc | $ 86,496 | $ (7,219) | $ 52,488 |
Weighted average number of shares - basic (in shares) | 94,886 | 72,190 | 55,509 |
Net income (loss) per share attributable to Dole plc - basic (in USD per share) | $ 0.91 | $ (0.10) | $ 0.95 |
Earnings Per Share, Diluted [Abstract] | |||
Net income (loss) attributable to Dole plc | $ 86,496 | $ (7,219) | $ 52,488 |
Weighted average number of shares - basic (in shares) | 94,886 | 72,190 | 55,509 |
Effect of share options with a dilutive effect (in shares) | 20 | 0 | 83 |
Weighted average number of shares - diluted (in shares) | 94,906 | 72,190 | 55,592 |
Net income (loss) per share attributable to Dole plc - diluted (in USD per share) | $ 0.91 | $ (0.10) | $ 0.94 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 06, 2023 | Jan. 06, 2023 | Nov. 16, 2022 | Aug. 22, 2022 | May 24, 2022 | Mar. 14, 2022 | Dec. 02, 2021 | May 28, 2021 | Jan. 29, 2021 | Sep. 02, 2020 | Jan. 30, 2023 |
Subsequent Event [Line Items] | |||||||||||
Cash dividend paid (in USD per share) | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.03 | $ 0.01 | $ 0.03 | |||
Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Cash dividend paid (in USD per share) | $ 0.08 | ||||||||||
Value of cash dividend paid | $ 7.6 | ||||||||||
Cash dividend declared (in USD per share) | $ 0.08 | ||||||||||
Subsequent Event | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Fresh Vegetables | Fresh Express | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Sale of division | $ 293 |