6-K - DOLE - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OFFOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2021

Commission File Number 001-40695

Dole plc

(Exact name ofregistrant as specified in its charter)

Dole plc

29 North Anne Street

Dublin 7

Ireland

D07 PH36

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

☒ Form 20-F ☐ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Dole plc (the registrant, referred to herein as the “Company”) is furnishing a condensed consolidated statement of operations for the six months ended June 30, 2021, and a condensed consolidated balance sheet as of June 30, 2021, solely to comply with New York Stock Exchange Listing Standard Section 203.03.

References to “Total Produce” refers to Total Produce plc, together with its subsidiaries, and references to “Legacy Dole” refers to DFC Holdings, LLC, together with its subsidiaries, prior to the transactions completed on July 29, 2021 (the “Acquisition Date”) (referred to herein as the “Merger”) pursuant to the Transaction Agreement. References to “C&C Parties” refer to David H. Murdock and his affiliates, the former majority owner of Legacy Dole prior to the Merger.

Dole plc is a newly formed entity resulting from 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 listed publicly in the United States (“U.S.”).

On July 29, 2021, the Merger was completed between Total Produce and Legacy Dole. On July 30, 2021, Dole plc consummated its IPO on the NYSE under the ticker symbol “DOLE”.

The Merger between Total Produce and Legacy Dole was accounted for under the acquisition method of accounting, with Total Produce deemed to be the accounting acquirer for financial accounting purposes and accordingly, Total Produce’s historical financial statements are the historical financial statements of Dole plc.

The information furnished in this Report on Form 6-K, including the exhibits related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Dole plc (Total Produce plc) condensed consolidated statement of operations for the six month period ended June 30, 2021 and condensed consolidated balance sheet as of June 30, 2021.

DOLE plc

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: December 15, 2021	DOLE PLC<br><br><br>(Registrant)
	By:	/s/ Rory Byrne
	Name: Rory Byrne
	Title: Chief Executive Officer

EX-99.1

Exhibit 99.1

DOLE plc (Total Produce plc)

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)



ASSETS
Cash and cash equivalents	156,786
Trade receivables, net of allowances of 10,609	447,973
Grower advance receivables, net of allowances of 5,813	18,731
Other receivables, net of allowances of 598	40,268
Inventories	133,356
Prepaid expenses	21,190
Other current assets	2,218
Total current assets	820,522
Investments in unconsolidated affiliates	492,045
Property, plant and equipment, net of accumulated depreciation of 110,831	213,140
Operating lease<br>right-of-use assets	127,278
Goodwill	234,813
Other intangible assets, net of accumulated amortization of 119,606	62,527
Other assets, net	43,596
Deferred income tax assets	7,073
Total assets	2,000,994
LIABILITIES AND EQUITY
Accounts payable	489,628
Income taxes payable	6,392
Accrued liabilities	108.139
Bank overdrafts	35,194
Notes payable and current portion of long-term debt, net	20,303
Current maturities of operating leases	21,729
Other tax	18.238
Contingent consideration	7,019
Pension and postretirement benefits	5,605
Other current liabilities	39,384
Total current liabilities	751,631
Long-term debt, net	335,990
Operating leases, less current maturities	110,823
Deferred income tax liabilities	34,977
Contingent consideration, less current portion	3,786
Pension and postretirement benefits, less current portion	23,790
Other long-term liabilities	16,720
Total liabilities	1,277,717
Commitments and contingent liabilities:
Redeemable noncontrolling interests	32,199
Stockholders’ equity:
Common stock—0.01 par value; 1,000,000,000 shares authorized and 389,994,693 shares<br>outstanding as of June 30, 2021	4,881
Additional paid-in capital	198.668
Retained earnings	478,709
Accumulated other comprehensive loss	(112,215	)
Total equity attributable to Dole plc	570,043
Equity attributable to noncontrolling interests	121,035
Total equity	691,078
Total liabilities, redeemable noncontrolling interests and equity	2,000,994

All values are in US Dollars.

DOLE plc (Total Produce plc)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Six Months Ended
	June 30, 2021
	(U.S. Dollars and shares inthousands, except pershare amounts)
Revenues, net	$	2,260,737
Cost of sales		(2,074,069	)
Gross profit		186,668
Selling, general and administrative expenses		(139,380	)
Merger, transaction and other related costs		(15,095	)
Gain on disposal of businesses		1,539
Gain on asset sales		127
Operating income		33,859
Other income, net		700
Interest income		836
Interest expense		(4,846	)
Income from continuing operations before income taxes and equity earnings		30,549
Income tax expense		(8,239	)
Equity in net earnings of investments accounted for under the equity method		40,637
Net income		62,947
Less: Net income attributable to noncontrolling interests		(12,399	)
Net income attributable to Dole plc	$	50,548
Net income per share attributable to Dole plc - Basic	$	0.13
Net income per share attributable to Dole plc - Diluted	$	0.13
Weighted average shares outstanding - Basic		388,922
Weighted average shares outstanding - Diluted		390,580