TOT.L Regulatory News (TOT)

•

Revenue up 10.4% to €1.91 billion

•

Adjusted fully diluted EPS up 11.6% to 6.16 cent

•

Adjusted EBITDA up 13.0% to €48.2m

•

Adjusted EBITA up 13.2% to €37.9m

•

Adjusted profit before tax up 15.1% to €34.9m

•

Interim dividend up 10.0% to 0.8096 cent per share

•

Targeting increased full year earnings at the top end of the previously announced range of 10.50 to 11.50 cent per share

Key performance indicators are defined overleaf

TOTAL PRODUCE PLC INTERIM RESULTS FOR THE

SIX MONTHS ENDED 30 JUNE 2016

2016

€'million

2015

€'million

% change

Total revenue (1)

1,914

1,733

+10.4%

Group revenue

1,589

1,431

+11.0%

Adjusted EBITDA (1)  

48.2

42.6

+13.0%

Adjusted EBITA (1)

37.9

33.5

+13.2%

Operating profit (before exceptional credits)

28.4

27.2

+4.3%

Adjusted profit before tax (1)

34.9

30.3

+15.1%

Profit before tax

25.6

24.2

+5.8%

Euro cent

Euro cent

% change

Adjusted fully diluted earnings per share (1)  

6.16

5.52

+11.6%

Basic earnings per share

4.77

4.69

+1.7%

Diluted earnings per share

4.70

4.66

+0.9%

Interim dividend per share

0.8096

0.736

+10.0%

(1) Key performance indicators defined

Total revenue includes the Group's share of the revenue of its joint ventures and associates.

Adjusted EBITDA is earnings before interest, tax, depreciation, acquisition related intangible asset amortisation charges and costs, fair value movements on contingent consideration and exceptional items. It also excludes the Group's share of these items within joint ventures and associates.

Adjusted EBITA is earnings before interest, tax, acquisition related intangible asset amortisation charges and costs, fair value movements on contingent consideration and exceptional items. It also excludes the Group's share of these items within joint ventures and associates.

Adjusted profit before tax excludes acquisition related intangible asset amortisation charges and costs, remeasurement to fair value movements on contingent consideration and exceptional items. It also excludes the Group's share of these items within joint ventures and associates.

Adjusted fully diluted earnings per share excludes acquisition related intangible asset amortisation charges and costs, fair value movments on contingent consideration, exceptional items and related tax on such items. It also excludes the Group's share of these items within joint ventures and associates.

Overview

Total Produce (the 'Group') has delivered a very strong performance in the first half of 2016. Total revenue, adjusted EBITA and adjusted fully diluted earnings per share grew by 10.4%, 13.2% and 11.6% respectively. The results benefited from acquisitions completed in the period and a circa 5 per cent like-for-like growth in revenue on the back of both volume growth and higher average prices. The Group continues to be cash generative with operating cashflows of €32.5m (2015: €27.3m) before normal seasonal working capital outflows.

The Board is pleased to announce a 10.0% increase in the interim dividend to 0.8096 (2015: 0.736) cent per share.

Operating review

Total revenue increased 10.4% to €1.91 billion (2015: €1.73 billion) with adjusted EBITA up 13.2% to €37.9m (2015: €33.5m). The results benefited from the contribution of acquisitions completed in the past twelve months, a strong operational performance offset in part by a small negative impact on translation to Euro of the results of foreign currency denominated operations. On a like-for-like basis, excluding acquisitions, divestments and currency translation, revenue was circa 5% higher on the back of both volume growth and higher average prices.

The table below details a segmental breakdown of the Group's revenue and adjusted EBITA for the six months ended 30 June 2016. Each of the operating segments is primarily involved in the procurement, marketing and distribution of hundreds of lines of fresh produce. Each segment also includes businesses involved in the marketing and distribution of healthfoods and consumer products. Segment performance is evaluated based on revenue and adjusted EBITA.

(Unaudited)

6 months to 30 June 2016

(Unaudited)

6 months to 30 June 2015

Total

revenue

€'000

Adjusted

EBITA

€'000

Total

revenue

€'000

Adjusted

EBITA

€'000

Europe - Eurozone

869,802

13,252

832,782

12,164

Europe - Non-Eurozone

811,022

19,778

766,892

18,825

International

261,347

4,899

158,006

2,523

Inter-segment revenue

(27,919)

-

(24,449)

-

Third party revenue and adjusted EBITA

1,914,252

37,929

1,733,231

33,512

Europe - Eurozone

This segment includes the Group's businesses in France, Ireland, Italy, the Netherlands and Spain. Revenue increased by 4.4% to €870m (2015: €833m) with an 8.9% increase in adjusted EBITA to €13.3m (2015: €12.2m). The increase was helped by the contributions of recent acquisitions and net volume growth. Excluding the effect of acquisitions, revenue on a like-for-like basis was up 2% on prior year due to volume growth with prices similar to the prior year.

Europe - Non-Eurozone

This segment includes the Group's businesses in the Czech Republic, Poland, Scandinavia and the UK. Revenue increased by 5.8% to €811m (2015: €767m) with adjusted EBITA increasing by 5.1% to €19.8m (2015: €18.8m). Drivers of growth include incremental contributions from acquisitions, good trading conditions and a strong operational performance. The reported performance was slightly impacted on the translation of the results of foreign currency denominated operations to Euro due to the weakening of Sterling in the period. On a like-for-like basis excluding acquisitions, divestments and currency translation, revenue was circa 6% ahead of the prior year with a combination of single digit increases in both volumes and average prices.

Whilst the outcome of the recent referendum in the UK, where the electorate vote to leave the European Union, created some macroeconomic uncertainties, it is not expected to have a material impact on the Group.

International

This division includes the Group's businesses in North America and India. Revenue increased by 65.4% to €261m (2015: €158m) with adjusted EBITA increasing 94.2% to €4.9m (2015: €2.5m). The results benefited from the incremental contribution from the Progressive Produce acquisition in February 2016 and a strong trading performance in existing businesses offset in part by a loss on disposal of a US sports nutrition business.

Financial Review

Revenue and Adjusted EBITA

An analysis of the factors influencing the changes in revenue and adjusted EBITA are discussed in the operating review above.

Share of profits of joint ventures and associates

The share of after tax profits of joint ventures and associates increased in the period to €5.5m (2015: €4.9m) assisted by the incremental impact of acquisitions. Dividends received from joint ventures and associates in the period amounted to €7.8m (2015: €7.3m).

Operating Profit

Operating profit which is the Group's adjusted EBITA less exceptional items, acquisition related intangible asset amortisation charges and costs, fair value movements on contingent consideration and the Group's share of its joint ventures and associates tax, interest and amortisation charges increased by 4.3% in the period to €28.4m (2015: €27.2m).

Net Financial Expense

Net financial expense in the period decreased to €2.8m (2015: €3.0m) with lower cost of funding offsetting higher average net debt. The Group's share of the net interest expense of joint ventures and associates in the period was €0.2m (2015: €0.1m). Net interest cover for the period was 13.5 times based on adjusted EBITA.

Profit Before Tax

Excluding acquisition related intangible asset amortisation charges and costs and fair value movements on contingent consideration, the adjusted profit before tax increased by 15.1% in the period to €34.9m (2015: €30.3m). Statutory profit before tax after these items was €25.6m (2015: €24.2m).

Non-Controlling Interests

The non-controlling interests' share of after tax profits in the period was €5.4m (2015: €3.9m). Included in the charge was the non-controlling interests' share of acquisition related intangible asset amortisation charges and costs with related tax impact of €0.8m (2015: €0.7m). Excluding these non-trading items, the non-controlling interests' share of after tax profits increased by €1.6m. The increase in the period was due primarily to the non-controlling interests' share of profits in recent acquisitions completed in the past twelve months.

Adjusted and Basic Earnings per Share

Adjusted earnings per share increased 11.6% in the six month period to 6.16 cent per share (2015: 5.52 cent) assisted by the incremental contribution from new acquisitions and the positive impact of the share buy back program completed in January 2016. Management believes that adjusted earnings per share, which excludes exceptional items, acquisition related intangible asset amortisation charges and costs, fair value movements on contingent consideration and related tax on these items, provides a fairer reflection of the underlying trading performance of the Group.

Basic earnings per share and diluted earnings per share after these non-trading items amounted to 4.77 cent per share (2015: 4.69 cent) and 4.70 cent per share (2015: 4.66 cent) respectively.

Note 6 of the accompanying financial information provides details of the calculation of the respective earnings per share amounts.

Cash Flow and Net Debt

Net debt at 30 June 2016 was €95.7m compared to €83.9m at 30 June 2015 and €18.1m at 31 December 2015. The increase compared to 31 December 2015 is due to normal seasonal working capital outflows and higher sales. Net debt relative to annualised adjusted EBITDA is 1.1 times and interest is covered 13.5 times by adjusted EBITA. In addition, the Group has trade receivables financing at 30 June 2016 of €49.4m (30 June 2015: €39.2m and 31 December 2015: €40.5m).

The Group generated €32.5m (2015: €27.3m) in operating cash flows in the period before seasonal working capital outflows of €57.7m (2015: €67.1m). Cash outflows on routine capital expenditure, net of disposals, were €9.0m (2015: €7.5m). Dividends received from joint ventures and associates in the period increased to €7.8m (2015: €7.3m) while dividends paid to non-controlling interests increased to €3.8m (2015: €1.1m).

Cash outflows on acquisitions amounted to €34.9m (2015: €8.1m) with contingent and deferred consideration payments relating to prior period acquisitions of €3.6m (2015: €9.2m). The Group received cash of €3.8m (2015: €Nil) on the disposal of trading assets in the period as set out in more detail later. In the period there were cash outflows of €4.7m (2015: €Nil) on development capital expenditure. The Group distributed €6.5m (2015: €5.9m) in dividends to equity shareholders in the year and made payments of €6.0m (2015: €Nil) acquiring its own shares. There was a positive movement of €2.6m (2015: €3.5m loss) on the translation of foreign currency denominated debt into Euro at 30 June 2016 due primarily to the weaker Sterling, Swedish Krona and US Dollar exchange rates at the period end compared to those prevailing at 31 December 2015.

(Unaudited)

6 months to 30 June 2016

(Unaudited)

6 months to 30 June 2015

(Audited)

Year-ended 31 Dec 2015

€'m

€'m

€'m

Adjusted EBITDA

48.2

42.6

82.8

Deduct adjusted EBITDA of joint ventures and associates

(10.8)

(8.9)

(18.6)

Net financial expense and tax paid

(4.8)

(6.0)

(16.8)

Other

(0.1)

(0.4)

(1.5)

Operating cash flows before working capital movements

32.5

27.3

45.9

Working capital movements

(57.7)

(67.1)

14.9

Operating cash flows

(25.2)

(39.8)

60.8

Routine capital expenditure net of routine disposal proceeds

(9.0)

(7.5)

(18.1)

Dividends received from joint ventures and associates

7.8

7.3

8.1

Dividends paid to non-controlling interests

(3.8)

(1.1)

(2.4)

Free cash flow

(30.2)

(41.1)

48.4

Acquisition payments, net 1

(34.9)

(8.1)

(11.3)

Net cash/(debt) assumed on acquisition of subsidiaries

0.8

-

(0.7)

Contingent and deferred consideration payments

(3.6)

(9.2)

(12.7)

Disposal of trading assets

3.8

-

-

Development capital expenditure

(4.7)

-

-

Property additions

-

-

(4.2)

Dividends paid to equity shareholders

(6.5)

(5.9)

(8.3)

Buy-back of own shares

(6.0)

-

(14.4)

Cashflows from exceptional items

-

-

3.1

Other

1.1

0.7

0.9

Total net debt movement in period

(80.2)

(63.6)

0.8

Net debt at beginning of year

(18.1)

(16.8)

(16.8)

Foreign currency translation

2.6

(3.5)

(2.1)

Net debt at end of period

(95.7)

(83.9)

(18.1)

Defined Benefit Pension Obligations

The net liability of the Group's defined benefit pension schemes (net of deferred tax) increased to €33.5m at 30 June 2016 from €14.5m at 31 December 2015. The increase in the liability is primarily due to a significant decrease in the discount rates underlying the calculations of the present value of the scheme's obligations offset in part by positive returns on pension scheme assets. Further details are outlined in Note 7 of the accompanying financial information.

Shareholders' Equity

Shareholders' equity has decreased by €22.8m to €216.0m at 30 June 2016 after accounting for the share buy-back and pension movements in the period. Profit after tax of €15.2m attributable to equity shareholders was offset by remeasurement losses of €20.3m (net of deferred tax) on post-employment defined benefit schemes, currency translation loss of €5.6m on the retranslation of the net assets of foreign currency denominated operations to Euro, the payment of dividends of €6.5m to equity shareholders of the Company and the share buy-back of €6.0m.

Development Activity

In the six months ended 30 June 2016, the Group has committed investments of €51m including deferred and contingent consideration payable of over €16m on the achievement of future profit targets.

On 1 February 2016, the Group acquired a 65% equity stake in Progressive Produce LLC, headquartered in Los Angeles, California. Progressive Produce is a grower, packer and distributor of conventional and organic produce to the retail, wholesale and foodservice sectors in the US and Canada. Progressive Produce was founded in 1967 and today is one of California's premier produce companies with 2015 revenue in excess of $200 million. An initial payment was made on closing with further consideration due in 2019 contingent on the achievement of future profit targets. In addition long term put and call options are in place for the remaining 35% shareholding.

The Group made a number of other investments in the six month period in Europe all of which complement the Group's existing activities.

Further details on 2016 development activity including details of consideration paid and assets and liabilities acquired are provided in Note 9 of the accompanying financial information.

In April 2016, the Group disposed of a sports nutrition business in the US for total proceeds of €7.6m. Details of this disposal are outlined in Note 9 of the accompanying financial information.

The Group continues to actively pursue further investment opportunities in both new and existing markets.

Share Buy-back

On 27 January 2016, the Group completed the €20m share buyback program that commenced on 8 October 2015 with a total of 14,017,270 ordinary shares being repurchased and cancelled . Within this program, during January 2016, 4,073,872 of these shares were repurchased and cancelled at a cost of €6.0m. The share buy-back programme is earnings accretive.

Under the authority granted at the AGM in 2016, the Group will continue to exercise this authority should the appropriate opportunity arise. Under this authority, the Group is permitted to purchase up to 10% of its issued share capital in the market at a price which would not exceed 105% of the average price over the previous five trading days.

Dividends

The Board has declared an interim dividend of 0.8096 (2015: 0.736) cent per share, which represents a 10.0% increase on the comparative period. The dividend will be paid on 14 October 2016 to shareholders on the register at 16 September 2016 subject to dividend withholding tax. In accordance with company law and IFRS, this dividend has not been provided for in the balance sheet at 30 June 2016.

Summary and Outlook

Total Produce has delivered a very strong performance in the first six months of 2016. Revenue grew 10.4% with an 11.6% increase in adjusted earnings per share. The Group continued its expansion in North America in 2016, acquiring 65% of Progressive Produce, a company headquartered in Los Angeles. In addition, the Group made a number of other investments to complement its existing businesses. The Group continues to actively pursue further investment opportunities.

We are pleased to announce a 10.0% increase in the interim dividend to 0.8096 cent per share. The Group is now targeting increased full year earnings at the top end of the previously announced range of 10.50 to 11.50 cent per share.

Carl McCann, Chairman

On behalf of the Board

30 August 2016

Total Produce plc

Condensed Group Income Statement

for the half-year ended 30 June 2016

(Unaudited)

6 months to

30 June 2016

Pre-

Exceptional

€'000

(Unaudited)

6 months to

30 June 2016

Exceptional items

(Note 5)

€'000

(Unaudited)

6 months to

30 June 2016

Total

€'000

(Unaudited)

6 months to

30 June 2015

Pre-

Exceptional

€'000

(Unaudited)

6 months to

30 June 2015

Exceptional items

(Note 5)

€'000

(Unaudited)

6 months to

30 June 2015

Total

€'000

(Audited)

Year ended

31 Dec 2015

Pre-

Exceptional

€'000

(Audited)

Year ended

31 Dec 2015

Exceptional items

(Note 5)

€'000

(Audited)

Year ended

31 Dec 2015

Total

€'000

Revenue, including Group share of joint ventures and associates

1,914,252

-

1,914,252

1,733,231

-

1,733,231

3,453,765

-

3,453,765

Group revenue

1,588,839

-

1,588,839

1,430,758

-

1,430,758

2,875,388

-

2,875,388

Cost of sales

(1,368,448)

-

(1,368,448)

(1,232,995)

-

(1,232,995)

(2,479,072)

-

(2,479,072)

Gross profit

220,391

-

220,391

197,763

-

197,763

396,316

-

396,316

Operating expenses

(197,498)

-

(197,498)

(175,433)

-

(175,433)

(355,845)

2,028

(353,817)

 Share of profit of joint ventures and associates

5,483

-

5,483

4,866

-

4,866

10,099

-

10,099

Operating profit

28,376

-

28,376

27,196

-

27,196

50,570

2,028

52,598

Net financial expense

(2,804)

-

(2,804)

(3,040)

-

(3,040)

(5,815)

-

(5,815)

Profit before tax

25,572

-

25,572

24,156

-

24,156

44,755

2,028

46,783

Income tax expense

(4,898)

-

(4,898)

(4,678)

-

(4,678)

(8,930)

(351)

(9,281)

Profit for the period

20,674

-

20,674

19,478

-

19,478

35,825

1,677

37,502

Attributable to:

Equity holders of the parent

15,240

15,552

30,027

Non-controlling interests

5,434

3,926

7,475

20,674

19,478

37,502

Earnings per ordinary share

Basic

4.77

4.69

9.07

Fully diluted

4.70

4.66

8.97

Adjusted fully diluted

6.16

5.52

10.58

Total Produce plc

Condensed Group Statement of Comprehensive Income

for the half-year ended 30 June 2016

(Unaudited)

6 months to 30 June 2016

€'000

(Unaudited)

6 months to 30 June 2015

€'000

(Audited)

Year ended 31 Dec 2015

€'000

Profit for the period

20,674

19,478

37,502

Other comprehensive income:

Items that may be reclassified subsequently to profit or loss:

Foreign currency translation effects:

- foreign currency net investments - subsidiaries

(11,176)

10,483

8,471

- foreign currency net investments - joint ventures and associates

202

2,016

704

- foreign currency borrowings designated as net investment hedges

4,667

(5,217)

(4,015)

Effective portion of changes in fair value of cash flow hedges, net

(145)

(106)

9

Deferred tax on items taken directly to other comprehensive income

19

34

(1)

(6,433)

7,210

5,168

Items that will not be reclassified to profit or loss:

Remeasurement (losses)/gains on post-employment defined benefit schemes

(23,241)

11,971

9,870

Revaluation gains on property, plant and equipment

-

-

2,261

Revaluation losses on property, plant and equipment

-

-

(2,233)

Deferred tax on items taken directly to other comprehensive income

3,346

(1,660)

(782)

Share of joint ventures and associates remeasurement losses on post employment defined benefit schemes

(707)

-

(563)

Share of joint ventures and associates deferred tax on items taken directly to other comprehensive income

-

-

(1)

(20,602)

10,311

8,552

Other comprehensive income for the period

(27,035)

17,521

13,720

Total comprehensive income for the period

(6,361)

36,999

51,222

Attributable to:

Equity holders of the parent

(10,856)

32,083

42,764

Non-controlling interests

4,495

4,916

8,458

(6,361)

36,999

51,222

Total Produce plc

Condensed Group Balance Sheet

as at 30 June 2016

(Unaudited)

30 June 2016

€'000

(Unaudited)

30 June 2015

€'000

(Audited)

31 Dec 2015

€'000

Assets

Non-current assets

Property, plant and equipment

147,327

139,313

141,994

Investment property

8,784

7,763

9,698

Goodwill and intangible assets

238,978

167,871

190,518

Investments in joint ventures and associates

76,293

71,147

76,115

Other financial assets

664

752

732

Other receivables

8,768

2,702

5,781

Deferred tax assets

11,951

8,663

9,071

Total non-current assets

492,765

398,211

433,909

Current assets

Inventories

80,359

69,693

63,429

Trade and other receivables

395,865

381,252

279,223

Corporation tax receivable

1,822

887

3,875

Derivative financial instruments

969

63

196

Bank deposits

4,700

8,200

2,500

Cash and cash equivalents

103,282

90,644

129,738

Total current assets

586,997

550,739

478,961

Total assets

1,079,762

948,950

912,870

Equity

Share capital

3,422

3,541

3,446

Share premium

255,793

254,190

254,512

Other reserves

(113,694)

(105,385)

(106,727)

Retained earnings

70,511

92,047

87,589

Total equity attributable to equity holders of the parent

216,032

244,393

238,820

Non-controlling interests

75,230

68,479

74,959

Total equity

291,262

312,872

313,779

Liabilities

Non-current liabilities

Interest-bearing loans and borrowings

127,518

129,604

131,885

Deferred government grants

1,268

1,532

1,800

Other payables

2,314

2,389

1,411

Contingent consideration and put option liability

58,996

12,749

28,363

Corporation tax payable

6,319

6,794

6,319

Deferred tax liabilities

25,003

11,882

17,397

Employee benefits

39,310

15,200

17,174

Total non-current liabilities

260,728

180,150

204,349

Current liabilities

Interest-bearing loans and borrowings

76,172

53,118

18,408

Trade and other payables

439,730

392,734

369,457

Contingent consideration

8,066

7,238

5,149

Derivative financial instruments

215

689

407

Corporation tax payable

3,589

2,149

1,321

Total current liabilities

527,772

455,928

394,742

Total liabilities

788,500

636,078

599,091

Total liabilities and equity

1,079,762

948,950

912,870

Total Produce plc

Condensed Group Statement of Changes in Equity

for the half-year ended 30 June 2016 (Unaudited)

Attributable to equity holders of the parent

For the half-year ended 30 June 2016 (Unaudited)

Share

capital

€'000

Share

premium

€'000

Undeno-minated capital

€'000

De-merger

Reserve

€'000

Own shares reserve

€'000

Currency

translation

reserve

€'000

Reval-uation

reserve

€'000

Put option reserve

€'000

Other equity

reserves*

€'000

Retained

earnings

€'000

Total

€'000

Non- controlling interests

€'000

Total

equity

€'000

As at 1 January 2016

3,446

254,512

99

(122,521)

(8,580)

70

22,178

-

2,027

87,589

238,820

74,959

313,779

Comprehensive income

Profit for the period

-

-

-

-

-

-

-

-

-

15,240

15,240

5,434

20,674

Other comprehensive income:

Items that may be reclassified subsequently to profit or loss:

Foreign currency translation effects

-

-

-

-

-

(6,016)

-

421

-

-

(5,595)

(712)

(6,307)

Effective portion of cash flow hedges, net

-

-

-

-

-

-

-

-

(190)

-

(190)

45

(145)

Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

-

-

29

-

29

(10)

19

Items that will not be reclassified to profit or loss:

Remeasurement losses on post-employment defined benefit schemes

-

-

-

-

-

-

-

-

-

(22,941)

(22,941)

(300)

(23,241)

Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

-

-

-

3,308

3,308

38

3,346

Share of joint ventures and associates remeasurement losses on post employment defined benefit schemes

-

-

-

-

-

-

-

-

-

(707)

(707)

-

(707)

Total other comprehensive income

-

-

-

-

-

(6,016)

-

421

(161)

(20,340)

(26,096)

(939)

(27,035)

Total comprehensive income

-

-

-

-

-

(6,016)

-

421

(161)

(5,100)

(10,856)

4,495

(6,361)

Total transactions with equity holders

New shares issued

17

1,281

-

-

-

-

-

-

(477)

477

1,298

-

1,298

NCI arising on acquisition

-

-

-

-

-

-

-

-

-

-

-

165

165

NCI arising on acquisition subject to put options

-

-

-

-

-

-

-

-

-

-

-

15,940

15,940

Recognition of put option liability at acquisition

-

-

-

-

-

-

-

(17,155)

-

-

(17,155)

-

(17,155)

Remeasurement of put option liability in period

-

-

-

-

-

-

-

(337)

-

-

(337)

-

(337)

Dividends

-

-

-

-

-

-

-

-

-

(6,482)

(6,482)

(3,766)

(10,248)

Own shares acquired and cancelled

(41)

-

41

-

-

-

-

-

-

(5,973)

(5,973)

-

(5,973)

Share-based payment transactions

-

-

-

-

-

-

-

-

154

-

154

-

154

Total transactions with equity holders

(24)

1,281

41

-

-

-

-

(17,492)

(323)

(11,978)

(28,495)

12,339

(16,156)

Balance as at 30 June 2016

3,422

255,793

140

(122,521)

(8,580)

(5,946)

22,178

(17,071)

1,543

70,511

199,469

91,793

291,262

Transfer of NCI subject to put for presentation purposes

-

-

-

-

-

-

-

16,563

-

-

16,563

(16,563)

-

Balance as at 30 June 2016

3,422

255,793

140

(122,521)

(8,580)

(5,946)

22,178

(508)

1,543

70,511

216,032

75,230

291,262

Total Produce plc

Condensed Group Statement of Changes in Equity

for the half-year ended 30 June 2016 (Continued)

Attributable to equity holders of the parent

Non- controlling interests

€'000

Total

equity

€'000

For the half-year ended 30 June 2015 (Unaudited)

Share

capital

€'000

Share

premium

€'000

De-merger

Reserve

€'000

Own shares reserve

€'000

Currency

translation

reserve

€'000

Reval-uation

reserve

€'000

Other equity

reserves*

€'000

Retained

earnings

€'000

Total

€'000

As at 1 January 2015

3,533

253,565

(122,521)

(8,580)

(4,483)

21,882

2,024

71,628

217,048

68,341

285,389

Comprehensive income

Profit for the period

-

-

-

-

-

-

-

15,552

15,552

3,926

19,478

Other comprehensive income:

Items that may be reclassified subsequently to profit or loss:

Foreign currency translation effects

-

-

-

-

6,453

-

-

-

6,453

829

7,282

Effective portion of cash flow hedges, net

-

-

-

-

-

-

(63)

-

(63)

(43)

(106)

Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

20

-

20

14

34

Items that will not be reclassified to profit or loss:

Remeasurement gains on defined benefit pension schemes

-

-

-

-

-

-

-

11,754

11,754

217

11,971

Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

-

(1,633)

(1,633)

(27)

(1,660)

Total other comprehensive income

-

-

-

-

6,453

-

(43)

10,121

16,531

990

17,521

Total comprehensive income

-

-

-

-

6,453

-

(43)

25,673

32,083

4,916

36,999

Transactions with equity holders

New shares issued

8

625

-

-

-

-

(243)

243

633

-

633

Acquisition of non-controlling interests

-

-

-

-

-

-

-

353

353

(4,269)

(3,916)

Disposal of shareholding to non-controlling interest

-

-

-

-

-

-

-

-

-

598

598

Dividends

-

-

-

-

-

-

-

(5,850)

(5,850)

(1,107)

(6,957)

Share-based payment transactions

-

-

-

-

-

-

126

-

126

-

126

Total transactions with equity holders

8

625

-

-

-

-

(117)

(5,254)

(4,738)

(4,778)

(9,516)

As at 30 June 2015

3,541

254,190

(122,521)

(8,580)

1,970

21,882

1,864

92,047

244,393

68,479

312,872

Total Produce plc

Condensed Group Statement of Changes in Equity

for the half-year ended 30 June 2016 (Continued)

Attributable to equity holders of the parent

For the year ended 31 December 2015 (Audited)

Share

capital

€'000

Share

premium

€'000

Un-denominated capital

€'000

De-merger

reserve

€'000

Own shares

reserve

€'00

Currency

translation

reserve

€'000

Reval-uation

reserve

€'000

Other equity

reserves

€'000

Retained

earnings

€'000

Total

€'000

Non-controlling

interests

€'000

Total

equity

€'000

As at 1 January 2015

3,533

253,565

-

(122,521)

(8,580)

(4,483)

21,882

2,024

71,628

217,048

68,341

285,389

Comprehensive income

Profit for the year

-

-

-

-

-

-

-

-

30,027

30,027

7,475

37,502

Other comprehensive income:

Items that may be reclassified subsequently to profit or loss:

Foreign currency translation effects, net

-

-

-

-

-

4,553

-

-

-

4,553

607

5,160

Effective portion of cash flow hedges, net

-

-

-

-

-

-

-

(11)

-

(11)

20

9

Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

-

6

-

6

(7)

(1)

Items that will not be reclassified subsequently to profit or loss:

Revaluation gains/(losses) on property, plant and equipment, net

-

-

-

-

-

-

105

-

-

105

(77)

28

Remeasurement gains on post-employment defined benefit schemes

-

-

-

-

-

-

-

-

9,638

9,638

232

9,870

Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

191

-

(1,181)

(990)

208

(782)

Share of joint ventures and associates remeasurement losses on post-employment defined benefit schemes

-

-

-

-

-

-

-

-

(563)

(563)

-

(563)

Share of joint ventures and associates deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

-

-

(1)

(1)

-

(1)

Total other comprehensive income

-

-

-

-

-

4,553

296

(5)

7,893

12,737

983

13,720

Total comprehensive income

-

-

-

-

-

4,553

296

(5)

37,920

42,764

8,458

51,222

Transactions with equity holders

New shares issued

12

947

-

-

-

-

-

(373)

373

959

-

959

Own shares acquired and cancelled

(99)

-

99

-

-

-

-

-

(14,388)

(14,388)

-

(14,388)

Non-controlling interests arising on acquisition

-

-

-

-

-

-

-

-

-

-

4,132

4,132

Acquisition of non-controlling interests

-

-

-

-

-

-

-

-

351

351

(4,265)

(3,914)

Disposal of shareholding to NCI

-

-

-

-

-

-

-

-

-

-

599

599

Contribution by non-controlling interest

-

-

-

-

-

-

-

-

-

-

36

36

Dividends paid

-

-

-

-

-

-

-

-

(8,295)

(8,295)

(2,342)

(10,637)

Share-based payment transactions

-

-

-

-

-

-

-

381

-

381

-

381

Total transactions with equity holders

(87)

947

99

-

-

-

-

8

(21,959)

(20,992)

(1,840)

(22,832)

As at 31 December 2015

3,446

254,512

99

(122,521)

(8,580)

70

22,178

2,027

87,589

238,820

74,959

313,779

Total Produce plc

Condensed Group Statement of Cash Flows

for the half-year ended 30 June 2016

(Unaudited)

6 months to

30 June 2016

€'000

(Unaudited)

6 months to

30 June 2015

€'000

(Audited)

Year ended

31 Dec 2015

€'000

Net cash flows from operating activities (Note 11)

(25,184)

(39,826)

60,811

Investing activities

Acquisition of subsidiaries

(32,855)

(57)

(4,312)

Cash, assumed on acquisition of subsidiaries, net

1,921

-

2,235

Acquisition of, and investment in joint ventures and associates

(2,071)

(7,137)

(7,338)

Payments of contingent consideration

(1,689)

(8,467)

(11,964)

Payments of deferred consideration

(1,871)

(689)

(692)

Proceeds from disposal of business

3,827

-

-

Proceeds from disposal of joint ventures and associates

-

-

670

Disposal of investment in subsidiary to non-controlling interests

-

598

599

Acquisition of property, plant and equipment

(13,798)

(6,593)

(16,506)

Acquisition of investment property

-

-

(4,176)

Acquisition of intangible assets - computer software

(546)

(1,797)

(2,448)

Development expenditure capitalised

(172)

(171)

(251)

Proceeds from disposal of property, plant and equipment

680

887

3,944

Dividends received from joint ventures and associates

7,826

7,265

8,070

Government grants received

-

-

449

Net cash flows from investing activities

(38,748)

(16,161)

(31,720)

Financing activities

Drawdown of borrowings

48,305

55,974

95,673

Repayment of borrowings

(20,638)

(52,096)

(86,488)

Increase in bank deposits

(2,200)

(6,200)

(500)

Proceeds from the issue of share capital

1,298

633

959

Buyback of own shares

(5,973)

-

(14,388)

Capital element of finance lease repayments

(1,066)

(949)

(1,898)

Acquisition of non-controlling interests

-

(1,000)

(1,000)

Capital contribution by non-controlling interests

-

-

36

Dividends paid to non-controlling interests

(3,766)

(1,107)

(2,342)

Dividends paid to equity holders of the parent

(6,482)

(5,850)

(8,295)

Net cash flows from financing activities

9,478

(10,595)

(18,243)

Net (decrease)/increase in cash, cash equivalents and overdrafts

(54,454)

(66,582)

10,848

Cash, cash equivalents and overdrafts at start of period

123,205

110,390

110,390

Net foreign exchange difference

(1,384)

1,820

1,967

Cash, cash equivalents and overdrafts at end of

the period (Note 12)

67,367

45,628

123,205

Total Produce plc

Condensed Summary Group Reconciliation of Net Debt

for the half-year ended 30 June 2016

(Unaudited)

6 months to

30 June 2016

€'000

(Unaudited)

6 months to

30 June 2015

€'000

(Audited)

Year ended

31 Dec 2015

€'000

Net (decrease)/increase in cash, cash equivalents and overdrafts

(54,454)

(66,582)

10,848

Repayment of borrowings

20,638

52,096

86,488

Drawdown of borrowings

(48,305)

(55,974)

(95,673)

Increase in bank deposits

2,200

6,200

500

Interest-bearing loans and borrowings arising on acquisition

(474)

-

(2,901)

Capital element of finance lease repayments

1,066

949

1,898

Finance leases arising on acquisition

(683)

-

-

Other movements on finance leases

(275)

(227)

(242)

Foreign exchange movement

2,634

(3,492)

(2,125)

Movement in net debt

(77,653)

(67,030)

(1,207)

Net debt at beginning of the period

(18,055)

(16,848)

(16,848)

Net debt at end of the period (Note 12)

(95,708)

(83,878)

(18,055)

Total Produce plc

Notes to the Interim Results for the half-year ended 30 June 2016

1.

Basis of preparation

The condensed consolidated interim financial statements of Total Produce plc as at, and for the six months ended 30 June 2016, have been prepared in accordance with IAS 34 Interim Financial Reporting, as adopted by the EU. The accounting policies and methods of computation adopted in the preparation of the financial information are consistent with those set out in the Group's consolidated financial statements for the year ended 31 December 2015, with the exception of those disclosed below, which were prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.

The interim financial information for both the six months ended 30 June 2016 and the comparative six months ended 30 June 2015 is unaudited. The financial information for the year ended 31 December 2015 represents an abbreviated version of the Group's statutory financial statements for that year. Those statutory financial statements contained an unqualified audit report and have been filed with the Registrar of Companies.

The preparation of interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing these condensed consolidated interim financial statements, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended 31 December 2015. See below for the Group's accounting policy for put and call options on the shareholdings of non-controlling interests.

Changes in accounting policy

The following are the new standards and amendments that are effective for the Group's financial year ending on 31 December 2016 and that had no significant impact on the results and financial position of the Group for the period ended 30 June 2016:

· Amendments to IAS 19: Employee Benefits: Defined Benefit Plans: Employee Contributions

· Annual improvements to IFRSs 2010-2012 Cycle

· Amendments to IAS 16: Property, Plant and Equipment IAS 38 Intangible Assets: Clarification of acceptable methods of depreciation and amortisation

· Amendments to IAS 16: Property, Plant and Equipment and IAS 41 Bearer Plants

· Amendments to IAS 27: Consolidated and Separate Financial Statements: Equity method in Separate Financial Statements

· Amendments to IAS 1 Presentation of Financial Statements: Disclosure Initiative

· Annual Improvements to IFRSs 2012-2014 Cycle

Accounting policy for put options over non-controlling interest shares

If a put option is held by a non-controlling interest ('NCI') in a subsidiary undertaking, whereby the holder of the put option can require the Group to acquire the NCI's shareholding in the subsidiary at a future date, the Group carefully examines the nature of such a put option. The Group assesses whether or not the NCI continues to have a present ownership interest in the shares subject to the put option. Present ownership interest can be evidenced by NCI continuing to have a right to the receipt of dividends, or benefitting from increases in net assets while holding a voting entitlement to the shares subject to the put option. If it is deemed that the put option holders continue to have a present ownership interest, the Group applies the partial recognition of NCI method as follows:

(a) the Group continues to recognise the amount that would have been recognised for the non-controlling interest, including an update to reflect its share of profit and losses, dividends and other changes

(b) the Group recognises a financial liability in accordance with IAS 32 being the estimate of the fair value of the consideration to acquire the NCI shares that are subject to the put option and records this in a separate reserve in equity;

(c) changes in the fair value of the financial liability are reflected as a movement in the put liability reserve; and

(d) for presentation purposes in the balance sheet, the Group transfers the non-controlling interest subject to the put as an offset to the put option reserve in equity.

If the NCI put is exercised, the same treatment is applied up to the date of exercise. The amount recognised as the financial liability at that date is extinguished by the payment of the put option exercise. If the put option expires unexercised, the position is unwound so that the non-controlling interest is recognised as the amount it would have been as if the put option had never been granted and the financial liability is derecognised with a corresponding credit to equity.

If the non-controlling interest does not have present ownership rights from the put option, then the transaction is accounted for as if the Group had acquired the NCI at the date of entering into the put option.

Accounting policy for call options over non-controlling interest shares

If the Group has a call option over the shares held by a NCI in a subsidiary undertaking, where the Group can require the NCI to sell its shareholding in the subsidiary at a future date, the option is classified as a derivative and is recognised as a financial instrument on inception with fair value movements recognised in the income statement.

The financial information is presented in Euro, rounded to the nearest thousand. These condensed consolidated interim financial statements were approved by the Board of Directors on 29 August 2016.

2.

Translation of foreign currencies

The reporting currency of the Group is Euro. The exchange rates used for the translation of the results and balance sheets into Euro are as follows:

Average rate

6 months to

Closing rate

30 June

2016

30 June

2015

% change

30 June

2016

31 Dec

2015

% change

Brazilian Real

4.1318

n/a

n/a

3.5879

4.3198

16.9%

Canadian Dollar

1.4853

1.3787

(7.7%)

1.4389

1.5129

4.9%

Czech Koruna

27.0395

27.4561

1.5%

27.0999

27.0217

(0.3%)

Danish Kroner

7.4501

7.4559

0.1%

7.4386

7.4623

0.3%

Indian Rupee

76.3884

70.3084

(8.6%)

74.9906

72.2024

(3.9%)

Polish Zloty

4.3663

4.1360