TOT.L Regulatory News (TOT)

•

Revenue * up 5.0% to €1.4 billon

•

Adjusted EBITDA * up 10.0% to €36.7m

•

Adjusted EBITA * up 10.7% to €29.0m

•

Adjusted profit before tax * up 6.2% to €25.1m

•

Adjusted earnings per share * up 6.7% to 4.48 cent

•

Interim dividend increased by 5.0% to 0.567 cent per share

*

As defined overleaf

"Total Produce has delivered a strong performance for the first half of 2012 with a 6.7% increase in adjusted earnings per share to 4.48 cent assisted by the positive contribution of acquisitions in the past 12 months.

We are pleased to report that the Group has concluded over €20m of investments in the first half of 2012. The largest investment was the acquisition of 50% of Frankort & Koning in the Netherlands. The Group has increased its shareholding in Capespan Group Limited, the leading South African produce company to 25.3%. We continue to actively pursue further investment opportunities.

The Group is raising the interim dividend by 5.0% to 0.567 cent per share and we are pleased to announce that we are increasing our full year earnings per share target towards the upper end of the range between 7.0 and 8.0 cent per share."

4 September 2012

Any forward-looking statements made in this press release have been made in good faith based on the information available as of the date of this press release and are not guarantees of future performance. Actual results or developments may differ materially from the expectations expressed or implied in these statements, and the Company undertakes no obligation to update any such statements whether as a result of new information, future events, or otherwise. Total Produce's Annual Report contains and identifies important factors that could cause these developments or the Company's actual results to differ materially from those expressed or implied in these forward-looking statements.

TOTAL PRODUCE PLC INTERIM RESULTS FOR THE

SIX MONTHS ENDED 30 JUNE 2012

2012

€'million

2011

€'million

% change

Total revenue (i)  

1,399

1,333

+5.0%

Group revenue

1,214

1,211

+ 0.2%

Adjusted EBITDA (ii)  

36.7

33.4 *

+10.0%

Adjusted EBITA (iii)

29.0

26.2

+10.7%

Operating profit

23.8

23.8

-

Adjusted profit before tax (iv)

25.1

23.7

+6.2%

Profit before tax

20.4

21.7

(6.0%)

Euro cent

Euro cent

% change

Adjusted earnings per share (v)  

4.48

4.20

+ 6.7%

Basic and diluted earnings per share

3.73

4.12

(9.5%)

Interim dividend per share

0.567

0.540

+5.0%

(i)

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

(ii)

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

(iii)

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

(iv)

Adjusted profit before tax excludes acquisition related intangible amortisation charges, acquisition related costs and exceptional items. It also excludes the Group's share of these items within joint ventures and associates.

(v)

Adjusted earnings per share excludes acquisition related intangible asset amortisation charges, acquisition related costs, exceptional items and related tax. It also excludes the Group's share of these items within joint ventures and associates.

Summary of Results

Total Produce (the 'Group') has recorded adjusted earnings per share (1) growth for the six month period ended 30 June 2012 of 6.7% to 4.48 cent (2011: 4.20 cent) which reflects a positive start to the year.

Revenue (2) grew 5.0% to €1.40 billion (2011: €1.33 billion) with adjusted EBITA (3) up 10.7% to €29.0m (2011: €26.2m). The results were assisted by the contribution of acquisitions completed in the past twelve months partially offset by the divestment of the Group's 50% interest in Capespan International Holdings Limited ('Capespan Europe'). The effect of currency translation had a marginally positive impact on the reported results due to the strength of Sterling against the Euro in the period. The overall result reflects the strength and broad base of the Group's operations despite weaker conditions in certain Eurozone locations.

Operating profit before exceptional items increased 5.6% to €23.5m (2011: €22.2m). The Group recognised an exceptional profit of €0.3m in the period relating to the profit on the divestment of the Group's 50% joint venture investment in Capespan Europe. This compares to a profit on disposal of €1.6m in the comparative period following the disposal of the Group's South African Farm investments. The result including these exceptional items was an operating profit of €23.8m similar to the comparative period in 2011.

Statutory profit before tax in the period was €20.4m (2011: €21.7m) with the decrease due primarily to lower exceptional gains and higher acquisition related intangible asset amortisation in the period. Excluding these items, adjusted profit before tax (4) increased by 6.2% to €25.1m (2011: €23.7m).

The Group continues to be very cash generative, with operating cashflows of €20.6m for the six month period (2011: €19.9m) before seasonal working capital outflows.

The Group has concluded a number of investments in the first half of 2012 for a total consideration of over €20m. The primary investment was the acquisition of a 50% interest in Frankort & Koning Beheer Venlo BV and subsidiaries ('Frankort & Koning'), a leading European Fresh Produce distributor with principal operations in the Netherlands, Germany and Poland. As part of the Group's divestment of its 50% interest in Capespan Europe, the Group has increased its effective shareholding in Capespan Group Limited, the leading South African Produce Company, to 25.3%. Further details on these investments are outlined below within development activity.

The Group is pleased to report a 5.0% increase in its interim dividend to 0.567 cent per share (2011: 0.540 cent per share).

Operating Review

The table below details a segmental breakdown of the Group's revenue and adjusted EBITA for the six months ended 30 June 2012. Segment performance is evaluated based on revenue and adjusted EBITA.

(Unaudited)

6 months to 30 June 2012

(Unaudited)

6 months to 30 June 2011

Segmental

revenue

€'000

Adjusted

EBITA

€'000

Segmental

revenue

€'000

Adjusted

EBITA

€'000

Eurozone Fresh Produce

652,668

10,410

658,510

13,022

Northern Europe Fresh Produce

327,364

10,755

319,854

8,962

UK Fresh Produce

252,917

3,969

256,422

3,529

Rest of World Fresh Produce

137,200

3,510

79,982

2,230

Inter-segment revenue

(22,739)

-

(21,167)

-

Total Fresh Produce Distribution

1,347,410

28,644

1,293,601

27,743

Healthfoods & Consumer Products Distribution

52,054

1,819

39,479

(134)

Unallocated costs

-

(1,505)

-

(1,447)

Third party revenue and adjusted EBITA

1,399,464

28,958

1,333,080

26,162

Fresh Produce Division

The Group's core Fresh Produce Division is involved in the growing, sourcing, importing, packaging, marketing and distribution of hundreds of lines of fresh fruits, vegetables and flowers. This division is split into four distinct reporting segments.

Revenue in the division increased by 4.2% in the period to €1,347m (2011: €1,294m) with adjusted EBITA increasing 3.2% to €28.6m (2011: €27.7m). Net EBITA margins in the Fresh Produce Division at 2.13% were in line with comparative period. The results were assisted by acquisitions in the past twelve months offset to a certain extent by the divestment of the Group's 50% interest in Capespan Europe.

Trading conditions overall were satisfactory with a strong performance in Northern Europe offset by weaker conditions in certain Eurozone locations. The effect of currency translation had a marginally positive impact on the reported results in the period due to the strength of the average Sterling to Euro rate with the average Swedish Krona to Euro rate in line with the comparative period. On a like-for-like basis excluding impact of acquisitions, divestments and currency translation, volumes were marginally up but were held back by average price decreases leading to a marginal drop in revenue.

Further information on each reporting segment follows.

Eurozone Fresh Produce

Revenue in the Eurozone division decreased marginally by 0.9% in the period to €653m (2011: €659m). Increased revenue as a result of the completion of the Frankort & Koning acquisition in March 2012 was offset by the effect of the divestment of the Continental European division of Capespan Europe in January 2012. Excluding the effect of acquisitions and divestments, volume increases were held back by average price decreases leading to a marginal drop in revenue on a like-for-like basis. Adjusted EBITA decreased 20.1% to €10.4m (2011: €13.0m) due to weaker trading conditions in certain Eurozone locations.

Northern Europe Fresh Produce

Reported revenue in the Group's Northern European business increased by 2% to €327m (2011: €320m). Adjusted EBITA increased by 20.0% to €10.8m (2011: €9.0m). In the prior period, reorganisation costs were incurred in completing the move to the new state-of-the-art distribution facility in Sweden.

UK Fresh Produce

Reported revenue in the Group's UK division has decreased by 1.4% in the period to €253m (2011: €256m). The results have been impacted by the divestment of the UK division of Capespan Europe in January 2012. This has been largely offset by the contribution of bolt-on acquisitions in the second half of 2011 and the positive impact on the reported results of the strengthening of Sterling in the period. Revenue on a like-for-like basis excluding the effect of acquisitions, divestments and currency translation was down 2.0% due to a decline in average prices with volumes stable.

Adjusted EBITA has increased by €0.5m to €4.0m (2011: €3.5m) with the contribution of bolt-on acquisitions in the second half of 2011, lower rationalisation costs in the period and the benefit of currency translation partly offset by the divestment of the UK division of Capespan Europe.

Rest of World Fresh Produce

This segment includes a number of fresh produce businesses in Eastern Europe, Asia and South Africa. The Group increased its investment in Capespan South Africa from 15.6% to 20.2% in the second half of 2011 and accordingly has accounted for its investment as an associate from July 2011 onwards, recording its share of revenues and after tax profits. As outlined earlier, in January 2012 the Group increased its investment in Capespan South Africa to an effective interest of 25.3% relating to the Group's divestment of its shareholding in Capespan Europe.

Primarily as a result of the Capespan South Africa transaction, reported revenue increased from €80m to €137m in the six months ended 30 June 2012 with adjusted EBITA increasing from €2.2m to €3.5m.

Healthfoods & Consumer Products Distribution Division

This division is a full service distribution and marketing partner to the healthfoods, pharmacy, grocery and domestic consumer products sectors. This segment distributes to retail and wholesale outlets in Ireland and the United Kingdom.

Revenue in this division increased by 32% in the period to €52.1m (2011: €39.5m), with a net adjusted EBITA of €1.8m (2011: loss of €0.1m). The results were assisted by the positive contribution from acquisitions completed in the second half of 2011.

Financial Review

Exceptional Items

On 9 January 2012, the Group sold its 50% shareholding in the European fruit distribution business of Capespan Europe to Capespan South Africa for a total consideration of €13.0m satisfied by 20 million additional shares in Capespan South Africa (valued at €4.5m) and €8.5m in cash. A profit of €0.3m was recognised on the disposal of this investment. In the comparative period in 2011, there was an exceptional gain of €1.6m relating to the sale of the Group's joint venture interest in Rapiprop, a South African farming operation. See Note 5 of the accompanying financial information for further details of both items.

Net Financial Expense

Net financial expense for the period was €3.3m (2011: €2.1m). Included within finance income in the comparative period was €0.4m of dividend income from Capespan South Africa. From July 2011 onwards, as a result of equity accounting for Capespan Group Limited, this dividend income is no longer recognised as finance income in the Group income statement. Excluding this finance income, the net finance expense increased by €0.8m in the period due to higher average debt in the period as a result of significant acquisition expenditure in the previous twelve months and higher cost of funds on Group facilities.

The Group's share of the net interest expense of joint ventures and associates in the period was €0.5m (2011: €0.4m). Net interest cover for the period was 8.6 times based on adjusted EBITA.

Profit Before Tax

Statutory profit before tax in the period was €20.4m (2011: €21.7m) with the decrease due primarily to lower exceptional gains and higher acquisition related intangible asset amortisation in the period. Excluding exceptional items, acquisition related intangible asset amortisation and acquisition related costs, adjusted profit before tax (4) increased by 6.2% to €25.1m (2011: 23.7m).

Non-Controlling Interests

The non-controlling interests' share of after tax profits in the period was €3.3m (2011: €3.1m). The increase on prior period was due to the non-controlling interests' share of after tax profits of acquisitions made in the second half of 2011 offset by lower after tax profits on a number of the Group's non-wholly owned subsidiaries in the Eurozone.

Adjusted and Basic Earnings per Share

Adjusted earnings per share for the six months ended 30 June 2012 increased 6.7% to 4.48 cent per share (2011: 4.20 cent). Management believe that adjusted earnings per share excluding exceptional items, amortisation of acquisition related intangible assets, acquisition related costs and related tax on these items gives a fair reflection of the underlying trading performance of the Group. Basic earnings per share after these non-trading items amounted to 3.73 cent (2011: 4.12 cent).

Cash Flow

Net debt at 30 June 2012 was €94.6m compared to €65.6m at 30 June 2011 and €75.6m at 31 December 2011. At 30 June 2012, the Group had available cash balances of €78.1m and interest bearing borrowings (including overdrafts) of €172.7m. Net debt to annualised adjusted EBITDA is 1.5 times and interest is covered 8.6 times by adjusted EBITA.

The Group generated €20.6m (2011: €19.9m) in operating cash flows in the first six months of 2012 before seasonal working capital outflows of €28.0m (2011: €24.5m). Cash outflows on maintenance capital expenditure, net of disposals, were €3.8m (2011: €3.5m). Dividends received from joint ventures & associates increased to €2.5m (2011: €1.5m).

Cash outflows on acquisitions of subsidiaries, investment in joint ventures and associates and acquisitions of non-controlling interests was €7.8m in the period. Expenditure (including leases) on development capital expenditure of €0.6m was down on expenditure of €7.7m in the comparative period which primarily related to the construction of an enlarged distribution facility in Sweden. As highlighted earlier, the Group sold its investment in Capespan Europe and received cash proceeds of €8.5m in the period. The final 2012 dividend of €4.5m (2011: €4.1m) was paid in the period.

There was a negative impact of €2.1m on translation of foreign currency net debt into Euro at 30 June 2012 due primarily to the stronger Sterling and Swedish Krona exchange rates at the period end compared to the rates prevailing at 31 December 2011.

(Unaudited)

6 months to 30 June 2012

€'million

(Unaudited)

6 months to 30 June 2011

€'million

(Audited)

Year ended 31 Dec 2011

€'million

Adjusted EBITDA

36.7

33.4*

59.7

Deduct adjusted EBITDA of joint ventures & associates

(5.4)

(4.0)

(7.5)

Net interest and tax paid

(8.4)

(7.6)

(16.5)

Other

(2.3)

(1.9)

(4.5)

Operating cash flows before working capital movements

20.6

19.9

31.2

Working capital movements

(28.0)

(24.5)

(7.7)

Operating cash flows

(7.4)

(4.6)

23.5

Maintenance capital expenditure net of disposal proceeds

(3.8)

(3.5)

(7.5)

Dividends received from joint ventures & associates

2.5

1.5

1.8

Dividends paid to non-controlling interests

(3.3)

(3.1)

(4.9)

Free cash flow

(12.0)

(9.7)

12.9

Disposal of a joint venture interest

8.5

4.2

4.2

Acquisition payments (subsidiaries, joint ventures & associates, non-controlling interests)

(7.8)

(1.3)

(15.1)

Deferred consideration payments and other

(0.5)

(0.5)

(14.0)

Development capital expenditure (including finance leases)

(0.6)

(7.7)

(8.6)

Dividends paid to equity shareholders

(4.5)

(4.1)

(5.9)

Total net debt movement in period

(16.9)

(19.1)

(26.5)

Net debt at beginning of period

(75.6)

(47.9)

(47.9)

Foreign currency translation

(2.1)

1.4

(1.2)

Net debt at end of period

(94.6)

(65.6)

(75.6)

Defined Benefit Pension Obligations

The net liability of the Group's defined benefit pension schemes (net of deferred tax) increased to €20.1m at 30 June 2012 from €14.8m at 31 December 2011. The increase in the liability is due to a significant decrease in the discount rates underlying the calculations of the present value of scheme obligations partially offset by increased return on pension scheme assets and a decrease in the long term inflation assumption.

Shareholders' Equity

The balance sheet has further strengthened in the six month period ended 30 June 2012 with shareholders' equity increasing by €5.4m to €182.1m. The increase was due to earnings in the period of €12.3m attributable to equity shareholders and gains on the retranslation of the net assets of foreign currency denominated operations offset by actuarial losses on employee defined benefit pension schemes and the payment of the final 2011 dividend to equity shareholders of the Company.

Development Activity

In the six month period ended 30 June 2012, the Group invested over €20m in the business, including estimated deferred consideration of up to €9.0m payable on the achievement of future profit targets.

On 9 January 2012, the Group completed the divestment of its 50% joint venture interest in Capespan Europe to Capespan South Africa for €13.0m satisfied by an exchange of 20 million additional shares in Capespan South Africa (valued at €4.5m) and €8.5m in cash. This transaction increased the Group's effective interest in Capespan South Africa to 25.3% from 20.2% at 31 December 2011. Capespan South Africa and Total Produce previously owned 50% each of Capespan Europe. As noted in Note 5 of the accompanying financial information a profit of €0.3m was recognised on the sale of Capespan Europe and disclosed as an exceptional item in the income statement in the period.

On 13 March 2012, the Group completed the acquisition of a 50% shareholding in Frankort & Koning Beheer Venlo BV and subsidiaries ('Frankort & Koning'). Headquartered in Venlo, the Netherlands, Frankort & Koning have operations principally in the Netherlands, Germany and Poland. An initial consideration of €6.0m was paid on completion with additional consideration of up to €9.0m payable in several tranches over the next number of years contingent on meeting future profit targets.

In addition to the activity detailed above, the Group invested in a number of other subsidiary business interests and new and existing joint ventures in the period. The Group continues to actively pursue further investment opportunities in both new and existing markets.

Share Buyback

Under the authority granted at the AGM in 2012, the Group is permitted to purchase up to 10% of its issued share capital in the market if the appropriate opportunity arises at a price which would not exceed 105% of the average price over the previous five trading days. The Group continues to consider exercising its authority should the appropriate opportunity arise.

Dividends

The Board has declared an interim dividend of 0.567 cent per share, representing a 5.0% increase on the 2011 interim dividend of 0.540 cent per share. This dividend will be paid on the 19 October 2012 to shareholders on the register at 21 September 2012 and is 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 2012.

Outlook

Total Produce has delivered a strong performance for the first half of 2012 with a 6.7% increase in adjusted earnings per share to 4.48 cent assisted by the positive contribution of acquisitions in the past 12 months.

We are pleased to report that the Group has concluded over €20m of investments in the first half of 2012. The largest investment was the acquisition of 50% of Frankort & Koning in the Netherlands. The Group has increased its shareholding in Capespan Group Limited, the leading South African produce company to 25.3%. We continue to actively pursue further investment opportunities.

The Group is raising the interim dividend by 5.0% to 0.567 cent per share and we are pleased to announce that we are increasing our full year earnings per share target towards the upper end of the range of between 7.0 and 8.0 cent per share.

Carl McCann, Chairman

On behalf of the Board

4 September 2012

(1)

Adjusted earnings per share excludes acquisition related intangible asset amortisation, acquisition related costs, exceptional items and related tax. It also excludes the Group's share of these items within joint ventures & associates. This calculation is set out in Note 6 of the accompanying financial information.

(2)

Revenue including Group's share of revenue of joint ventures & associates.

(3)

Adjusted EBITA is earnings before interest, tax, acquisition related intangible asset amortisation, acquisition related costs and exceptional items. It also excludes the Group's share of these items within joint ventures & associates. This calculation is set out in Note 4 of the accompanying financial information.

(4)

Adjusted profit before tax excludes acquisition related intangible asset amortisation, acquisition related costs, exceptional items and related tax. It also excludes the Group's share of these items with joint ventures & associates. This calculation is set out in Note 4 of the accompanying financial information.

Copies of this announcement will be available from the Company's registered office at Charles McCann Building, Rampart Road, Dundalk, Co. Louth, Ireland and on our website at www.totalproduce.com.

Total Produce plc

Condensed Group Income Statement

for the half year ended 30 June 2012

(Unaudited)

6 months to

30 June 2012

Pre-

exceptional

€'000

(Unaudited)

6 months to

30 June 2012

Exceptional items

€'000

(Unaudited)

6 months to

30 June 2012

Total

€'000

(Unaudited)

6 months to

30 June 2011

Pre-

exceptional

€'000

(Unaudited)

6 months to

30 June 2011

Exceptional items

€'000

(Unaudited)

6 months to

30 June 2011

Total

€'000

(Audited)

Year ended

31 Dec 2011

Pre-

exceptional

€'000

(Audited)

Year ended

31 Dec 2011

Exceptional items

€'000

(Audited)

Year ended

31 Dec 2011

Total

€'000

Revenue, including Group share of joint ventures & associates

1,399,464

-

1,399,464

1,333,080

-

1,333,080

2,526,577

-

2,526,577

Group revenue

1,213,604

-

1,213,604

1,211,449

-

1,211,449

2,284,478

-

2,284,478

Cost of sales

(1,052,111)

-

(1,052,111)

(1,052,994)

-

(1,052,994)

(1,964,162)

-

(1,964,162)

Gross profit

161,493

-

161,493

158,455

-

158,455

320,316

-

320,316

Operating expenses

(140,239)

303

(139,936)

(138,021)

1,612

(136,409)

(287,346)

2,712

(284,634)

Share of profit of joint ventures and associates

2,209

-

2,209

1,775

-

1,775

3,442

-

3,442

Operating profit

23,463

303

23,766

22,209

1,612

23,821

36,412

2,712

39,124

Net financial expense

(3,348)

-

(3,348)

(2,098)

-

(2,098)

(4,748)

-

(4,748)

Profit before tax

20,115

303

20,418

20,111

1,612

21,723

31,664

2,712

34,376

Income tax (expense)/credit

(4,787)

-

(4,787)

(5,012)

-

(5,012)

(7,298)

663

(6,635)

Profit for the period

15,328

303

15,631

15,099

1,612

16,711

24,366

3,375

27,741

Attributable to:

Equity holders of the parent

12,317

13,607

23,466

Non-controlling interests

3,314

3,104

4,275

15,631

16,711

27,741

Earnings per ordinary share

Basic

3.73 cent

4.12 cent

7.11 cent

Fully diluted

3.73 cent

4.12 cent

7.11 cent

Total Produce plc

Condensed Group Statement of Comprehensive Income

for the half year ended 30 June 2012

(Unaudited)

6 months to 30 June 2012

€'000

(Unaudited)

6 months to 30 June 2011

€'000

(Audited)

Year ended 31 Dec 2011

€'000

Profit for the period

15,631

16,711

27,741

Other comprehensive income:

Foreign currency translation effects:

-foreign currency net investments - subsidiaries

3,515

(2,497)

2,196

-foreign currency net investments - joint ventures & associates

268

(899)

14

-foreign currency borrowings designated as net investment hedges

(1,584)

1,323

(1,380)

 -foreign currency losses/(gains) reclassified to income statement on disposal of joint venture investment

1,489

(528)

(528)

Revaluation gains on property, plant and equipment, net

-

-

1,350

(Losses)/gains on re-measuring available-for-sale financial assets, net

-

(27)

2,028

Reclassification of revaluation gains to income statement upon available-for-sale investment becoming an associate

-

-

(4,055)

Actuarial (losses)/gains on defined benefit pension schemes

(7,216)

865

(10,883)

Effective portion of cash flow hedges, net

(18)

13

25

Deferred tax on items taken directly to other comprehensive income

958

(568)

1,654

Share of joint ventures & and associates actuarial gains on defined benefit pension scheme

-

-

80

Share of joint ventures & associates effective portion of cash flow hedges, net

-

-

9

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

-

-

23

Other comprehensive income for the period

(2,588)

(2,318)

(9,467)

Total comprehensive income for the period

13,043

14,393

18,274

Attributable to:

Equity holders of the parent

9,740

11,296

13,926

Non-controlling interests

3,303

3,097

4,348

13,043

14,393

18,274

Total Produce plc

Condensed Group Balance Sheet

as at 30 June 2012

(Unaudited)

30 June 2012

€'000

(Unaudited)

30 June 2011

€'000

(Audited)

31 Dec 2011

€'000

Assets

Non-current assets

Property, plant and equipment

134,829

134,945

135,644

Investment property

11,084

12,880

10,881

Goodwill and intangible assets

152,091

136,585

152,493

Investments in joint ventures and associates

59,045

30,831

40,212

Other financial assets

637

9,651

647

Other receivables

5,563

3,286

4,290

Deferred tax assets

7,488

5,359

6,903

Employee benefits

-

2,769

-

Total non-current assets

370,737

336,306

351,070

Current assets

Inventories

44,217

42,550

39,098

Trade and other receivables

326,783

295,855

268,126

Corporation tax receivable

966

562

2,075

Derivative financial instruments

873

211

57

Cash and cash equivalents

78,103

89,596

90,087

Total current assets (excluding non-current assets classified as held for sale)

450,942

428,774

399,443

Non-current assets classified as held for sale

-

-

11,064

Total current assets

450,942

428,774

410,507

Total assets

821,679

765,080

761,577

Equity

Share capital

3,519

3,519

3,519

Share premium

252,574

252,574

252,574

Other reserves

(112,748)

(118,554)

(116,460)

Retained earnings

38,776

38,415

37,066

Total equity attributable to equity holders of the parent

182,121

175,954

176,699

Non-controlling interests

60,117

58,130

60,041

Total equity

242,238

234,084

236,740

Liabilities

Non-current liabilities

Interest-bearing loans and borrowings

146,840

95,637

140,586

Deferred government grants

1,444

1,372

1,569

Other payables

2,580

2,857

2,582

Provisions

15,872

4,495

10,809

Corporation tax payable

7,754

8,110

7,754

Deferred tax liabilities

16,433

17,203

17,100

Employee benefits

24,080

10,625

18,058

Total non-current liabilities

215,003

140,299

198,458

Current liabilities

Interest-bearing loans and borrowings

25,857

59,590

25,054

Trade and other payables

332,107

312,740

295,728

Provisions

3,396

14,737

1,634

Derivative financial instruments

691

290

309

Corporation tax payable

2,387

3,340

3,654

Total current liabilities

364,438

390,697

326,379

Total liabilities

579,441

530,996

524,837

Total liabilities and equity

821,679

765,080

761,577

Total Produce plc

Condensed Group Statement of Changes in Equity

for the half year ended 30 June 2012

Attributable to equity holders of the parent

Non- controlling interest

€'000

Total

equity

€'000

Share

capital

€'000

Share

premium

€'000

Currency

translation

reserve

€'000

Reval-uation

reserve

€'000

De-merger

Reserve

€'000

Own shares reserve

€'000

Other equity

reserves

€'000

Retained

earnings

€'000

Total

€'000

For the half year ended 30 June 2012 (Unaudited)

As at 1 January 2012

3,519

252,574

(5,808)

19,296

(122,521)

(8,580)

1,153

37,066

176,699

60,041

236,740

Comprehensive income

Profit for the period

-

-

-

-

-

-

-

12,317

12,317

3,314

15,631

Other comprehensive income:

Foreign currency translation effects

-

-

3,585

-

-

-

-

-

3,585

103

3,688

Actuarial losses on defined benefit pension schemes, net

-

-

-

-

-

-

-

(7,093)

(7,093)

(123)

(7,216)

Effective portion of cash flow hedges, net

-

-

-

-

-

-

(13)

-

(13)

(5)

(18)

Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

4

940

944

14

958

Total other comprehensive income

-

-

3,585

-

-

-

(9)

(6,153)

(2,577)

(11)

(2,588)

Total comprehensive income

-

-

3,585

-

-

-

(9)

6,164

9,740

3,303

13,043

Transactions with equity holders of the parent :

Contribution by non-controlling interests

-

-

-

-

-

-

-

-

-

57

57

Dividends

-

-

-

-

-

-

-

(4,454)

(4,454)

(3,284)

(7,738)

Share-based payment transactions

-

-

-

-

-

-

136

-

136

-

136

Total transactions with equity holders of the parent

-

-

-

-

-

-

136

(4,454)

(4,318)

(3,227)

(7,545)

As at 30 June 2012

3,519

252,574

(2,223)

19,296

(122,521)

(8,580)

1,280

38,776

182,121

60,117

242,238

Total Produce plc

Condensed Group Statement of Changes in Equity

for the half year ended 30 June 2012 (Continued)

Attributable to equity holders of the parent

Non- controlling interest

€'000

Total

equity

€'000

Share

capital

€'000

Share

premium

€'000

Currency

translation

reserve

€'000

Reval-uation

reserve

€'000

De-merger

Reserve

€'000

Own shares reserve

€'000

Other equity

reserves

€'000

Retained

earnings

€'000

Total

€'000

For the half year ended 30 June 2011 (Unaudited)

As at 1 January 2011

3,519

252,574

(6,005)

17,938

(122,521)

(8,580)

3,054

28,621

168,600

57,999

226,599

Comprehensive income:

Profit for the period

-

-

-

-

-

-

-

13,607

13,607

3,104

16,711

Other comprehensive income:

Foreign currency translation effects

-

-

(2,594)

-

-

-

-

-

(2,594)

(7)

(2,601)

Losses on re-measuring available-for-sale financial assets, net

-

-

-

-

-

-

(27)

-

(27)

-

(27)

Actuarial gains on defined benefit pension schemes, net

-

-

-

-

-

-

-

843

843

22

865

Effective portion of cash flow hedges, net

-

-

-

-

-

-

43

-

43

(30)

13

Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

(20)

(556)

(576)

8

(568)

Total other comprehensive income

-

-

(2,594)

-

-

-

(4)

287

(2,311)

(7)

(2,318)

Total comprehensive income

-

-

(2,594)

-

-

-

(4)

13,894

11,296

3,097

14,393

Transactions with equity holders of the parent :

Non-controlling interests arising on acquisition

-

-

-

-

-

-

-

-

-

130

130

Dividends

-

-

-

-

-

-

-

(4,100)

(4,100)

(3,096)

(7,196)

Share-based payment transactions

-

-

-

-

-

-

158

-

158

-

158

Total transactions with equity holders of the parent

-

-

-

-

-

-

158

(4,100)

(3,942)

(2,966)

(6,908)

As at 30 June 2011

3,519

252,574

(8,599)

17,938

(122,521)

(8,580)

3,208

38,415

175,954

58,130

234,084

Total Produce plc

Condensed Group Statement of Changes in Equity

for the half year ended 30 June 2012 (Continued)

Attributable to equity holders of the parent

Non- controlling interests

€000

Total

equity

€'000

Share

capital

€'000

Share

premium

€'000

Currency

translation

reserve

€'000

Reval-uation

reserve

€'000

De-merger

Reserve

€'000

Own shares reserve

€'000

Other equity

reserves

€'000

Retained

earnings

€'000

Total

€'000

For the year ended 31 December 2011 (Audited)

As at 1 January 2011

3,519

252,574

(6,005)

17,938

(122,521)

(8,580)

3,054

28,621

168,600

57,999

226,599

Comprehensive income

Profit for the year

-

-

-

-

-

-

-

23,466

23,466

4,275

27,741

Other comprehensive income:

Foreign currency translation effects

-

-

197

-

-

-

-

-

197

105

302

Revaluation gains on property, plant and equipment, net

-

-

-

1,398

-

-

-

-

1,398

(48)

1,350

Gains on re-measuring available-for-sale financial assets, net

-

-

-

-

-

-

2,028

-

2,028

-

2,028

Reclassification of revaluation gains to income statement upon available-for-sale investment becoming an associate

-

-

-

-

-

-

(4,055)

-

(4,055)

-

(4,055)

Actuarial losses on defined benefit pension schemes, net

-

-

-

-

-

-

-

(10,745)

(10,745)

(138)

(10,883)

Effective portion of cash flow hedges, net

-

-

-

-

-

-

14

-

14

11

25

Deferred tax on items taken directly to other comprehensive income

-

-

-

(40)

-

-

(6)

1,557

1,511

143

1,654

Share of joint ventures & associates actuarial gain on defined benefit pension scheme

-

-

-

-

-

-

-

80

80

-

80

Share of joint ventures & associates gain on re-measuring available-for-sale financial assets

-

-

-

-

-

-

-

9

9

-

9

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

-

-

-

-

-

-

-

23

23

-

23

Total other comprehensive income

-

-

197

1,358

-

-

(2,019)

(9,076)

(9,540)

73

(9,467)

Total comprehensive income

-

-

197

1,358

-

-

(2,019)

14,390

13,926

4,348

18,274

Transactions with equity holders of the parent

Non-controlling interests arising on acquisition

-

-

-

-

-

-

-

-

-

2,715

2,715

Buyout of non-controlling interests arising on acquisition

-

-

-

-

-

-

-

(63)

(63)

(141)

(204)

Dividends

-

-

-

-

-

-

-

(5,882)

(5,882)

(4,880)

(10,762)

Share-based payment transactions

-

-

-

-

-

-

118

-

118

-

118

Total transactions with equity holders of the parent

-

-

-

-

-

-

118

(5,945)

(5,827)

(2,306)

(8,133)

As at 31 December 2011

3,519

252,574

(5,808)

19,296

(122,521)

(8,580)

1,153

37,066

176,699

60,041

236,740

Total Produce plc

Condensed Group Statement of Cash Flows

for the half year ended 30 June 2012

(Unaudited)

6 months to

30 June 2012

€'000

(Unaudited)

6 months to

30 June 2011

€'000

(Audited)

Year ended

31 Dec 2011

€'000

Net cash flows from operating activities before working capital movements (Note 10)

20,576

19,889

31,228

Increase in working capital

(27,999)

(24,490)

(7,747)

Net cash flows from operating activities

(7,423)

(4,601)

23,481

Investing activities

Acquisition of subsidiaries, net of cash acquired

(635)

(98)

(7,973)

Acquisition of, and investment in, joint ventures & associates including loans

(7,131)

(531)

(6,192)

Acquisition of other financial assets

(2)

-

(30)

Payments of deferred consideration

(311)

(281)

(14,086)

Acquisition of property, plant & equipment

(4,535)

(10,599)

(15,531)

Proceeds from disposal of property, plant & equipment

440

488

725

Dividends received from joint ventures & associates

2,466

1,549

1,760

Proceeds from disposal of joint venture

8,456

4,172

4,172

Research and development expenditure capitalised

(77)

(232)

(156)

Software costs capitalised

(235)

-

-

Government grants received

18

-

296

Net cash flows from investing activities

(1,546)

(5,532)

(37,015)

Financing activities

Net (repayment)/drawdown of borrowings

(14,212)

2,770

12,784

Capital element of finance lease repayments

(577)

(137)

(274)

Dividends paid to equity holders of the parent

(4,454)

(4,100)

(5,882)

Acquisition of non-controlling interests

-

(636)

(841)

Capital contribution by non-controlling interests

57

-

-

Dividends paid to non-controlling interests

(3,284)

(3,096)

(4,880)

Net cash flows from financing activities

(22,470)

(5,199)

907

Net decrease in cash, cash equivalents & overdrafts

(31,439)

(15,332)

(12,627)

Cash, cash equivalents and & overdrafts at start of period

85,813

97,916

97,916

Net foreign exchange difference

517

(200)

524

Cash, cash equivalents & overdrafts at end of period

54,891

82,384

85,813

Total Produce plc

Condensed Summary Group Reconciliation of Net Debt

for the half year ended 30 June 2012

(Unaudited)

30 June 2012

€'000

(Unaudited)

30 June 2011

€'000

(Audited)

31 Dec 2011

€'000

Net decrease in cash, cash equivalents & overdrafts

(31,439)

(15,332)

(12,627)

Net repayment/(drawdown) of borrowings

14,212

(2,770)

(12,784)

Capital element of finance lease repayments

577

137

274

Other movements on finance leases

(327)

(1,142)

(1,327)

Foreign exchange movement

(2,064)

1,411

(1,154)

Movement in net debt

(19,041)

(17,696)

(27,618)

Net debt at beginning of period

(75,553)

(47,935)

(47,935)

Net debt at end of period

(94,594)

(65,631)

(75,553)

Total Produce plc

Notes to the Interim Results for the half year ended 30 June 2012

1.

Basis of preparation

The condensed consolidated interim financial statements of Total Produce plc as at and for the six months ended 30 June 2012 have been prepared in accordance with the recognition and measurement requirements of 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 2011, 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 2012 and the comparative six months ended 30 June 2011 are unaudited. The financial information for the year ended 31 December 2011 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 2011.

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 3 September 2012.

Changes in accounting policy

The following are new standards that are effective for the Group's financial year ending on 31 December 2012 and that had no significant impact on the results of financial position of the Group for the period ended 30 June 2012:

·; Amendment to IFRS 7 - Financial Instruments: Disclosures - Transfers of Financial Assets

·; Amendment to IAS 12 - Deferred Tax: Recovery of Underlying Assets

Amendments to existing standards

During the period, a number of amendments to accounting standards became effective. These have been considered by the directors and have not had a significant impact on the Group's consolidated financial statements.

2.

Translation of foreign currencies

The reporting currency of the Group is Euro. Results and cash flows of foreign currency denominated operations have been translated into Euro at the exchange rate at the date of the transaction or an average exchange rate for the period where appropriate, and the related balance sheets have been translated at the rates of exchange ruling at the balance sheet date. Adjustments arising on the translation of the results of foreign currency denominated operations at average rates, and on restatement of the opening net assets at closing rates, are dealt with within a separate translation reserve within equity, net of differences on related foreign currency borrowings. All other translation differences are taken to the income statement. The principal rates used in the translation of results and balance sheets into Euro were as follows:

Average rate

6 months to

Closing rate

30 June

2012

30 June

2011

% change

30 June

2012

31 Dec

2011

% change

Pound Sterling

0.8144

0.8697

6.4%

0.8091

0.8353

3.1%

Swedish Krona

8.8860

8.9399

0.6%

8.7590

8.8990

1.6%

Czech Koruna

25.1382

24.3584

(3.2%)

25.5310

25.5018

(0.1%)

Danish Kroner

7.4352

7.4561

0.3%

7.4339

7.4322

0.0%

South African Rand

10.2972

9.6719

(6.5%)

10.3783

10.4802

1.0%

3.

Segmental Analysis

In accordance with IFRS 8, the Group's reportable operating segments based on how performance is assessed and resources are allocated are as follows:

-

Eurozone Fresh Produce: This segment is an aggregation of operating segments in the Eurozone involved in the procurement and distribution of fresh produce. These operating segments have been aggregated because they have similar economic characteristics.

-

Northern Europe Fresh Produce: This operating segment is involved in the procurement and distribution of fresh produce in Sweden and Denmark.

-

UK Fresh Produce: This operating segment is involved in the procurement and distribution of fresh produce in the UK.

-

Healthfoods & Consumer Products Distribution: This segment is a full service distribution and marketing partner to the healthfoods, pharmacy, grocery and domestic consumer products sectors. This segment distributes to retail and wholesale outlets in Ireland and the United Kingdom.

A further three operating segments involved in the fresh produce business within Eastern Europe, South Africa and Asia have been identified which are combined below under 'Rest of World Fresh Produce' as they are not individually material.

Segment performance is evaluated based on revenue and adjusted EBITA. Management believes that adjusted EBITA, while not a defined term under IFRS, gives a fair reflection of the underlying trading performance of the Group. Adjusted EBITA represents earnings before interest, tax, amortisation of acquisition related intangible assets, acquisition related costs and exceptional items. It also excludes the Group's share of these items within joint ventures & associates. Adjusted EBITA is, therefore, measured differently from operating profit in the Group financial statements as explained and reconciled in full detail in the analysis that follows.

Financial costs, financial income, income taxes and certain corporate costs are managed on a centralised basis, these items are not allocated between operating segments for the purpose of the information presented to the Chief Operating Decision Maker ('CODM') and are, accordingly, omitted from the detailed segmental analysis that follows.

(Unaudited)

6 months to

30 June 2012

(Unaudited)

6 months to

30 June 2011

(Audited)

Year ended

31 Dec 2011

Segmental

revenue

€'000

Adjusted

EBITA

€'000

Segmental

revenue

€'000

Adjusted

EBITA

€'000

Segmental

revenue

€'000

Adjusted

EBITA

€'000

Eurozone Fresh Produce

652,668

10,410

658,510

13,022

1,205,234

19,826

Northern Europe Fresh Produce

327,364

10,755

319,854

8,962

595,340

16,441

UK Fresh Produce

252,917

3,969

256,422

3,529

485,414

5,871

Rest of World Fresh Produce

137,200

3,510

79,982

2,230

170,989

4,489

Inter-segment revenue

(22,739)

-

(21,167)

-

(29,729)

-

Total Fresh Produce

1,347,410

28,644

1,293,601

27,743

2,427,248

46,627

Healthfoods & Consumer Products

52,054

1,819

39,479

(134)

99,329

1,213

Unallocated costs

-

(1,505)

-

(1,447)

-

(2,881)

Third party revenue and adjusted EBITA

1,399,464

28,958

1,333,080

26,162

2,526,577

44,959

All inter-segment revenue transactions are at arm's length.

Reconciliation of segmental profit to operating profit

Below is a reconciliation of adjusted EBITA per management reporting to operating profit and profit before tax per the Group income statement.

Note

(Unaudited)

6 months to

30 June 2012

€'000

(Unaudited)

6 months to 30 June 2011

€'000

(Audited)

Year ended 31 Dec 2011

€'000

Adjusted EBITA per management reporting

28,958

26,162

44,959

Acquisition related intangible asset amortisation in subsidiaries

(i)

(3,256)

(2,538)

(5,501)

Acquisition related costs

(ii)

(169)

-

(615)

Share of joint ventures & associates acquisition related intangible asset amortisation

(iii)

(626)

(234)

(535)

Share of joint ventures & associates interest

(iii)

(490)

(414)

(507)

Share of joint ventures & associates tax

(iii)

(954)

(767)

(1,389)

Operating profit before exceptional items

23,463

22,209

36,412

Exceptional items (Note 5)

(iv)

303

1,612

2,712

Operating profit after exceptional items

23,766

23,821

39,124

Financial income/expense, net

(v)

(3,348)

(2,098)

(4,748)

Profit before tax

20,418

21,723

34,376

(i)

Acquisition related intangible asset amortisation is not allocated to operating segments in the Group's management reporting.

(ii)

Acquisition related costs include legal fees and other professional service fees on completed acquisitions of subsidiaries which are not allocated to operating segments in the Group's management reporting. From 1 January 2010, upon adoption of IFRS 3 Business Combinations (2008) these costs no longer form part of the acquisition cost and are expensed through the income statement.

(iii)

Under IFRS, included within profit before tax is the share of joint ventures & associates profit after acquisition related intangible asset amortisation charges, tax and interest. In the Group's management reporting the Group's share of these items is excluded from the adjusted EBITA calculation.