Final Results

•

Revenue, including share of joint ventures and associates, of €2.43 billion, a decline of 3.3% (up 0.7% on a constant currency (i) basis)

•

Adjusted EPS (ii) of 6.47 cent, a decline of 4.1% (up 1.4% on a constant currency basis)

•

Adjusted EBITDA (iii) of €57.1m, a decline of 5.5% (down 1.2% on a constant currency basis)

•

Adjusted EBITA (iii) of €43.9m, a decline of 5.7% (down 1.2% on a constant currency basis)

•

Adjusted profit before tax (iii) of €40.1m, a decline of 1.8% (up 2.9% on a constant currency basis)

•

Final dividend of 1.15 cent per share; total 2009 dividend unchanged at 1.69 cent per share

(i), (ii) and (iii)

As defined overleaf

"The Group has delivered a resilient performance in 2009 against the background of a challenging economic environment and adverse currency movements. The adjusted earnings per share of 6.47 cent is at the higher end of previously announced earnings target range. The total dividend for the year is unchanged at 1.69 cent per share.

For 2010, the extremely cold weather and heavy snowfalls throughout most of Europe have resulted in a slow start to the year keeping consumers at home and temporarily reducing demand. However, Total Produce remains positive about its position as one of the leading fresh produce companies in Europe with the benefit of a good spread of activities throughout the region. The Group is targeting 2010 adjusted earnings per share in the range of 5.50 to 6.50 cent.

The Group is in a strong financial position and continues to pursue attractive acquisition opportunities."

4 March 2010

TOTAL PRODUCE PLC PRELIMINARY RESULTS FOR THE

 YEAR ENDED 31 DECEMBER 2009

2009

€'million

2008

€'million

% change

Revenue, including share of joint ventures and associates

2,431

2,516

(3.3%)

Group revenue

2,186

2,251

(2.9%)

Adjusted EBITDA (iii)  

57.1

60.4

(5.5%)

Adjusted EBITA (iii)

43.9

46.5

(5.7%)

Adjusted profit before tax (iii)  

40.1

40.8

(1.8%)

Operating profit (after exceptional items)

31.5

35.3

(10.7%)

Profit before tax (after exceptional items)

28.4

29.8

(4.9%)

Euro cent

Euro cent

% change

Adjusted earnings per share (ii)  

6.47

6.75

(4.1%)

Basic and diluted earnings per share

3.70

4.36

(15.1%)

Total dividend per share

1.69

1.69

-

(i)

assuming 2009 and 2008 reported numbers of foreign operations retranslated at 2008 average exchange rates

(ii)

excludes exceptional items, amortisation of intangible assets and related tax

(iii)

excludes exceptional items and amortisation of intangible assets

Summary Results

The Group has delivered a resilient performance overall against the background of a challenging European economic environment and adverse currency movements. The Fresh Produce division has performed well across all geographic regions with the Consumer Goods and Healthfoods Distribution division having a difficult year due to the more competitive trading conditions in the Irish grocery sector.

Adjusted earnings per share (1) for the year of 6.47 cent is at the upper end of previous market guidance and represents a decrease of 4.1% on 2008. On a constant currency basis (2), adjusted earnings per share increased 1.4% on prior year.

The Board recommends maintaining the final dividend of 1.15 cent per share, bringing the total dividend for the year to 1.69 cent per share, which is unchanged on prior year. This represents a payout of 26% based on adjusted earnings per share.

Total revenue of €2.43 billion represents a 3.3% decline on prior year. On a constant currency basis, revenue for the Group is up 0.7%. In the Fresh Produce division, revenue declined by 1.9% to €2.33 billion due primarily to the strength of the euro which led to lower translation values of non euro revenues and marginally lower like-for-like volumes and average selling prices. These decreases were offset by the full year contribution of acquisitions made in the second half of 2008. Revenue in the Consumer Goods and Healthfoods Distribution division, which represents 4% of Group revenue, decreased by €40m to €106m.

Adjusted EBITA (3) for the year is €43.9m, a decline of 5.7% primarily due to currency and a decrease in the earnings within the Consumer Goods and Healthfoods Distribution division. On a constant currency basis, the decline is 1.2%. Adjusted EBITA in the Fresh Produce division increased by €0.7m to €43.1m helped by the full year contribution of acquisitions made in the second half of 2008, offset by the impact of the strengthening of the euro. In the Consumer Goods and Healthfoods Distribution division, adjusted EBITA decreased from €4.2m to €0.8m.

Exceptional items in the year amounted to a net charge of €4.8m before tax, primarily related to property impairments, offset by curtailment gains on defined benefit pension schemes. An analysis of these items is set out in Note 5 of the accompanying financial information. Operating profit for 2009 after exceptional items amounted to €31.5m (2008: €35.3m).

The Group generated strong operating cashflows of €38.8m and free cashflow of €27.2m in the year leading to a reduction in net debt from €60.2m to €50.6m after the financing of current year acquisitions and payment of dividends to equity shareholders. Net debt at 31 December 2009 is 0.9 times adjusted EBITDA. The Group's net interest charge is comfortably covered 13.9 times by adjusted EBITA.

Shareholders' equity increased during the year by 14% to €165.2m.

Operating Review

The table below details a segmental breakdown of the Group's revenue and adjusted EBITA for the year. Segment performance is evaluated based on revenue and adjusted EBITA.

2009

 2008

Segmental revenue

€'000

Adjusted EBITA

€'000

Segmental revenue

€'000

Adjusted EBITA

€'000

Eurozone Fresh Produce

1,150,812

23,352

1,068,303

19,201

Scandinavian Fresh Produce

549,864

13,719

600,238

15,303

UK Fresh Produce

519,369

6,016

579,008

6,009

Other Fresh Produce

132,132

3,067

139,288

4,676

Inter - segment revenue and unallocated costs

(26,927)

(3,044)

(17,400)

(2,821)

Total Fresh Produce

2,325,250

43,110

2,369,437

42,368

Consumer Goods and Healthfoods Distribution

106,173

770

146,257

4,155

Third party revenue and adjusted EBITA

2,431,423

43,880

2,515,694

46,523

Fresh Produce Division

The Fresh Produce division which is split into four distinct reporting segments performed resiliently against the background of a challenging European economic environment and adverse currency movements. Revenue declined by 1.9% to €2.33 billion due primarily to the strength of the euro which led to lower translation values of non euro revenues and marginally lower like-for-like volumes and average selling prices. These decreases were offset by the full year contribution of acquisitions made in 2008. On a constant currency basis, revenue for the year in the Fresh Produce division increased by 2.4%.

Adjusted EBITA in the division grew 1.8% due to the full year contribution of acquisitions made in the second half of 2008 offset by adverse currency movements. On a constant currency basis, adjusted EBITA grew year-on-year by 6.6%. Net adjusted EBITA margins in the Fresh Produce division are 1.85% (2008: 1.79%) reflecting the Group's continued focus on synergies and operational efficiencies. Further information on each reporting segment is detailed below.

Eurozone Fresh Produce

The trading environment in certain parts of the Eurozone has been challenging in the current economic environment. Revenue grew €83m to €1,151m with adjusted EBITA increasing by €4.2m to €23.4m in 2009 due mainly to the full year contribution of the Dutch acquisitions completed in the second half of 2008. However, this has been offset by a decrease in like-for-like revenue in some of our key European markets due to a marginal decrease in both volumes and average selling prices.

The continued focus on operational efficiencies, along with the full year contribution of acquisitions made in 2008, has led to an increase in adjusted EBITA margin from 1.8% to 2.0%.

Scandinavian Fresh Produce

The Scandinavian Fresh Produce division has performed well in the year helped by the ongoing integration of the Scandinavian businesses. Local currency revenue has decreased by 1% in the year with volumes marginally up year-on-year and average selling prices slightly down. However, the strengthening of the euro by 11% against the Swedish krona led to an 8% decrease in revenue on retranslation to euro from €600m to €550m.

Adjusted EBITA has decreased from €15.3m to €13.7m primarily due to currency, with adjusted EBITA margins remaining consistent year-on-year at 2.5%.

UK Fresh Produce

The UK Fresh Produce division delivered a resilient performance despite difficult trading conditions and the adverse weather in December. During the year, this division continued to concentrate on developing its soft fruit business. Revenue in local currency remained flat year-on-year. The contribution of bolt-on acquisitions made in the second half of 2008 and the first half of 2009 was offset by a slight decrease in both like-for-like volumes and average selling prices. However, the 11% weakening of Sterling in the year led to a 10% decrease in revenue on translation to euro.

Adjusted EBITA for the year was €6.0m, reflecting an increase in margin to 1.16% from 1.04% in 2008. The increase is mainly due to rationalisation costs in 2008 and the contribution of the aforementioned bolt-on acquisitions.

Other Fresh Produce

This division contains a number of other fresh produce businesses. Revenue decreased by €7m to €132m due to the strength of the euro. Adjusted EBITA has fallen by €1.6m to €3.1m, primarily due to the weak performance of the Group's South African farm investments.

Consumer Goods and Healthfoods Distribution Division

Revenue in the Consumer Goods and Healthfoods Distribution division has decreased by €40m to €106m, with adjusted EBITA decreasing from €4.2m to €0.8m. The result for the year reflects the difficult grocery trading conditions in Ireland.

Financial Review

Financial expense, net

Net financial expense for the year is €3.2m compared to €5.5m in 2008. This decrease is mainly as a result of lower interest rates in 2009, offset by the full year impact of interest costs on financing the 2008 acquisitions. The Group's share of the net interest expense in joint ventures and associates is €0.6m compared to €0.2m in 2008.

Net interest cover for the year is 13.9 times (2008: 8.4 times) based on adjusted EBITA.

Profit before tax

Adjusted profit before tax (4) decreased by 1.8% to €40.1m. On a constant currency basis, adjusted profit before tax increased by 2.9%. Profit before tax amounted to €28.4m in 2009 (2008: €29.8m).

Exceptional items

Exceptional items in 2009 amounted to a net charge of €4.8m before tax primarily related to property impairments offset by curtailment gains on defined benefit pension schemes. An analysis of these items is set out in Note 5 of the accompanying financial information and includes;

•

a €4.1m curtailment gain arising from the change in the benefit structure of two defined benefit pension schemes

•

a profit of €1.0m on disposal of property

•

a share of joint ventures' fair value losses on property of €7.4m

•

losses of €1.5m on revaluation of property within subsidiaries

•

an impairment charge of €1.0m in relation to goodwill associated with the Group's Consumer Goods and Healthfoods Distribution division

Minority interest

The minority share of after tax profits was €6.2m for 2009, an increase of €0.2m on 2008. This marginal increase is due to the full year minority impact of acquisitions made in the second half of 2008, offset in part by a decrease in after tax profits in a number of the Group's non-wholly owned subsidiaries.

Adjusted and basic earnings per share

Adjusted earnings per share of 6.47 cent in 2009 represents a reduction of 4.1% on 2008. On a constant currency basis, the increase in adjusted earnings per share was 1.4%. Basic earnings per share amounted to 3.70 cent (2008: 4.36 cent).

Net debt and cashflow

Net debt during the year decreased from €60.2m to €50.6m. Net debt to adjusted EBITDA is 0.9 times and interest is covered 13.9 times by adjusted EBITA.

As analysed below, the Group generated €38.8m of operating cashflows during the year. Cash outflows on capital expenditure, net of disposals, was €8.4m representing a significant decrease on the €14.7m net spend in 2008. The Group generated free cashflows of €27.2m in 2009. Free cashflow is the funds available after outflows relating to capital expenditure and dividends to minority shareholders but before acquisition costs and payment of dividends to equity shareholders.

2009

€'m

2008

€'m

Adjusted EBITDA

57.1

60.4

Deduct adjusted EBITA of joint ventures and associates

(4.1)

(4.4)

Net interest and tax paid

(10.5)

(13.1)

Other

(3.6)

(2.5)

Operating cashflows before working capital movements

38.9

40.4

Working capital movements

(0.1)

12.1 *

Operating cashflows

38.8

52.5

Capital expenditure net of disposal proceeds

(8.4)

(14.7)

Dividends received from joint ventures

1.8

2.0

Dividends paid to minority

(5.0)

(5.3)

Free cashflow

27.2

34.5

Acquisition of subsidiaries, investment in joint ventures, net

(7.9)

(21.6)

Deferred consideration payments, other

(1.2)

(1.4)

Dividends paid to equity shareholders

(5.9)

(5.9)

Total cashflow

12.2

5.6

Net debt at beginning of year

(60.2)

(72.0)

Foreign currency translation

(2.6)

6.2

Net debt at end of year

(50.6)

(60.2)

Shareholders' equity

The balance sheet has strengthened in the year with shareholders' equity increasing €20.6m to €165.2m. The increase was primarily due to earnings in the year of €13.0m attributable to equity shareholders, a gain on the translation of the net assets of foreign currency operations and actuarial gains on employee defined benefit pension schemes.

Defined benefit pension obligations

The net liability in the Group's defined benefit pension schemes (net of deferred tax) at 31 December 2009 decreased by €8.2m to €6.3m. The decrease in the liability is due to a €4.1m curtailment gain (€3.6m after tax) on the change in benefit structure of its two Irish schemes, and improved returns on pension assets in all schemes due to a partial recovery of global equity markets in 2009. This was offset by increases in the pension obligations of its UK pension schemes due to changes in the assumptions underlying the calculation of the present value of scheme obligations.

Development activity

During the year, the Group invested €8.7m in a number of business interests.

A total of €5.1m was invested in a number of subsidiaries in the Fresh Produce division. The Group acquired a 100% interest in a produce operation in Continental Europe which is expected to complement its existing business interests in this region. In November 2009, the trade and assets of a business which specialises in exotic fruits was acquired. The business was renamed Total Exotics Limited and supplies a broad range of some sixty exotic products from almost 40 countries.

During the year, the Group also invested €3.6m in new and existing joint ventures including €0.8m deferred based on the achievement of future profit targets. The main investment was the acquisition of a 50% joint venture interest in ASF Holland B.V. ("ASF") which is a company based in the Netherlands involved exclusively in the soft fruit business. This acquisition complements our existing business in this specialist area.

Dividends

The Board is proposing a final dividend of 1.15 cent per share, subject to approval at the forthcoming AGM. This dividend will be paid on the 26 May 2010 to shareholders on the register at 30 April 2010 subject to dividend withholding tax. In accordance with company law and IFRS, this dividend has not been provided for in the balance sheet at 31 December 2009. The total dividend for 2009 will amount to 1.69 cent, representing a payout of 26% of adjusted earnings per share.

Current trading and outlook

The Group has delivered a resilient performance in 2009 against the background of a challenging economic environment and adverse currency movements. The adjusted earnings per share of 6.47 cent is at the higher end of previously announced earnings target range. The total dividend for the year is unchanged at 1.69 cent per share.

For 2010, the extremely cold weather and heavy snowfalls throughout most of Europe have resulted in a slow start to the year keeping consumers at home and temporarily reducing demand. However, Total Produce remains positive about its position as one of the leading fresh produce companies in Europe with the benefit of a good spread of activities throughout the region. The Group is targeting 2010 adjusted earnings per share in the range of 5.50 to 6.50 cent.

The Group is in a strong financial position and continues to pursue attractive acquisition opportunities.

Carl McCann, Chairman

On behalf of the Board

4 March 2010

(1)

Adjusted earnings per share exclude exceptional items, amortisation of intangible assets and related tax. This calculation is set out in Note 7 of the accompanying preliminary financial information

(2)

Percentage changes in constant currency reflect the 2009 and 2008 reported numbers of foreign operations retranslated at 2008 average exchange rates

(3)

Adjusted EBITA is operating profit excluding exceptional items, amortisation of intangible assets and excludes interest and tax (including the equivalent share of joint ventures). This calculation is set out in Note 4 of the accompanying preliminary financial information

(4)

Adjusted profit before tax excludes exceptional items, amortisation of intangible assets and the Group's share of joint ventures tax which, under IFRS rules, is reflected in profit before tax. This calculation is set out in Note 4 of the accompanying preliminary 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

Summary Group Income Statement

for the year ended 31 December 2009

Before

exceptional

items

2009

€'000

Exceptional items

2009

€'000

Total

2009

€'000

Before

exceptional

items

2008

€'000

Exceptional items

2008

€'000

Total

2008

€'000

Revenue, including Group share of joint ventures

and associates

2,431,423

-

2,431,423

2,515,694

-

2,515,694

Group revenue

2,186,442

-

2,186,442

2,250,964

-

2,250,964

Cost of sales

(1,891,238)

-

(1,891,238)

(1,951,218)

-

(1,951,218)

Gross profit

295,204

-

295,204

299,746

-

299,746

Operating expenses (net)

(260,514)

2,590

(257,924)

(262,412)

(2,996)

(265,408)

Share of (loss)/profit of joint ventures

1,575

(7,385)

(5,810)

2,616

(1,593)

1,023

Share of profit/(loss) of associates

60

-

60

(41)

-

(41)

Operating profit

36,325

(4,795)

31,530

39,909

(4,589)

35,320

Financial income

1,892

-

1,892

2,826

-

2,826

Financial expense

(5,058)

-

(5,058)

(8,335)

-

(8,335)

Profit before tax

33,159

(4,795)

28,364

34,400

(4,589)

29,811

Income tax expense

(8,352)

(805)

(9,157)

(8,285)

(185)

(8,470)

Profit for the year

24,807

(5,600)

19,207

26,115

(4,774)

21,341

Attributable to:

Equity holders of the parent

13,018

15,357

Minority interests

6,189

5,984

19,207

21,341

Earnings per ordinary share

Basic

3.70 cent

4.36 cent

Fully diluted

3.70 cent

4.36 cent

Adjusted earnings per share

6.47 cent

6.75 cent

Total Produce plc

Summary Group Statement of Comprehensive Income

for the year ended 31 December 2009

2009

€'000

2008

€'000

Profit for the year

19,207

21,341

Other comprehensive income:

Foreign currency translation effects:

- foreign currency net investments - subsidiaries

9,118

(23,659)

- foreign currency net investments - joint ventures

1,463

(2,985)

- foreign currency borrowings

(4,288)

10,678

Revaluation gains on property, plant and equipment, net

2,358

3,929

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

2,619

62

Fair value adjustment on joint venture becoming a subsidiary

219

-

Actuarial gains/(losses) on defined benefit pension schemes

2,908

(18,403)

Effective portion of cash flow hedges, net

(748)

668

Deferred tax on items taken directly to other comprehensive income

153

1,389

Share of joint ventures' revaluation loss on property, plant and equipment, net

-

(660)

Share of joint ventures' actuarial loss on defined benefit pension scheme

(21)

(105)

Share of joint ventures' loss on re-measuring available-for-sale financial assets

(10)

(3)

Share of joint ventures' effective portion of cash flow hedges, net

9

(9)

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

3

262

Other comprehensive income for the year, net of tax

13,783

(28,836)

Total comprehensive income for the year, net of tax

32,990

(7,495)

Attributable to:

Equity holders of the parent

25,852

(13,923)

Minority interests

7,138

6,428

32,990

(7,495)

Total Produce plc

Summary Group Balance Sheet

as at 31 December 2009

2009

€'000

2008

€'000

Assets

Non-current assets

Property, plant and equipment

124,126

121,679

Investment property

12,949

12,339

Goodwill and intangible assets

127,232

119,096

Investments in joint ventures and associates

32,959

35,913

Other financial assets

10,343

8,180

Other receivables

3,960

3,286

Deferred tax assets

5,808

6,168

Employee benefits

2,524

3,237

Total non-current assets

319,901

309,898

Current assets

Inventories

35,685

39,628

Trade and other receivables

245,751

271,327

Corporation tax receivables

1,084

1,577

Derivative financial instruments

55

1,370

Cash and cash equivalents

88,961

85,293

Total current assets

371,536

399,195

Total assets

691,437

709,093

Equity

Called-up share capital

3,519

3,519

Share premium

252,574

252,574

Other reserves

(114,258)

(124,491)

Retained earnings

23,353

13,005

Total equity attributable to equity holders of the parent

165,188

144,607

Minority interests

55,771

53,528

Total equity

220,959

198,135

Liabilities

Non-current

Interest-bearing loans and borrowings

122,768

79,512

Deferred government grants

1,783

1,932

Other payables

3,434

3,118

Provisions

11,010

8,366

Corporation tax payable

8,265

8,185

Deferred tax liabilities

18,891

20,820

Employee benefits

10,455

19,915

Total non-current liabilities

176,606

141,848

Current

Interest-bearing loans and borrowings

16,753

65,981

Trade and other payables

268,087

298,496

Provisions

4,644

3,024

Derivative financial instruments

356

174

Corporation tax payable

4,032

1,435

Total current liabilities

293,872

369,110

Total liabilities

470,478

510,958

Total liabilities and equity

691,437

709,093

Total Produce plc

Summary Group Statement of Changes in Equity

for the year ended 31 December 2009

Attributable to equity holders of the parent

Minority

interests

€'000

Total

equity

€'000

Share

capital

€'000

Share

premium

€'000

Currency

translation

reserve

€'000

Reval-uation

reserve

€'000

De-merger

reserve

€'000

Other equity

reserves

€'000

Retained

earnings

€'000

Total

€'000

As at 1 January 2009

3,519

252,574

(19,354)

16,568

(122,521)

816

13,005

144,607

53,528

198,135

Comprehensive income

Profit for the year

-

-

-

-

-

-

13,018

13,018

6,189

19,207

Other comprehensive income:

Foreign currency translation effects

-

-

6,183

-

-

-

-

6,183

110

6,293

Revaluation gains on property, plant and equipment, net

-

-

-

1,546

-

-

-

1,546

812

2,358

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

-

-

-

-

-

2,619

-

2,619

-

2,619

Fair value adjustment on joint venture becoming a subsidiary

-

-

-

-

-

-

219

219

-

219

Actuarial gains on defined benefit pension schemes, net

-

-

-

-

-

-

2,656

2,656

252

2,908

Effective portion of cash flow hedges, net

-

-

-

-

-

(664)

-

(664)

(84)

(748)

Deferred tax on items taken directly to other comprehensive income

-

-

-

(317)

-

190

421

294

(141)

153

Share of joint ventures' actuarial loss on defined benefit pension scheme

-

-

-

-

-

-

(21)

(21)

-

(21)

Share of joint ventures' loss on re-measuring available-for-sale financial assets

-

-

-

-

-

-

(10)

(10)

-

(10)

Share of joint ventures' effective portion of cash flow hedges, net

-

-

-

-

-

-

9

9

-

9

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

-

-

-

-

-

-

3

3

-

3

Total other comprehensive income

-

-

6,183

1,229

-

2,145

3,277

12,834

949

13,783

Total comprehensive income

-

-

6,183

1,229

-

2,145

16,295

25,852

7,138

32,990

Transactions with equity holders of the parent

Minority interests arising on acquisition

-

-

-

-

-

-

-

-

102

102

Dividends

-

-

-

-

-

-

(5,947)

(5,947)

(4,997)

(10,944)

Share-based payment transactions

-

-

-

-

-

676

-

676

-

676

Total transactions with equity holders of the parent

-

-

-

-

-

676

(5,947)

(5,271)

(4,895)

(10,166)

As at 31 December 2009

3,519

252,574

(13,171)

17,797

(122,521)

3,637

23,353

165,188

55,771

220,959

Total Produce plc

Summary Group Statement of Changes in Equity

for the year ended 31 December 2009 (Continued)

Attributable to equity holders of the parent

Share

capital

€'000

Share

premium

€'000

Currency

translation

reserve

€'000

Reval-uation

reserve

€'000

De-merger

reserve

€'000

Other equity

reserves

€'000

Retained

earnings

€'000

Total

€'000

Minority

interests

€'000

Total

equity

€'000

As at 1 January 2008

3,519

252,574

(3,407)

14,152

(122,521)

31

19,366

163,714

45,997

209,711

Comprehensive income

Profit for the year

-

-

-

-

-

-

15,357

15,357

5,984

21,341

Other comprehensive income:

Foreign currency translation effects

-

-

(15,947)

-

-

-

-

(15,947)

(19)

(15,966)

Revaluation gains on property, plant and equipment, net

-

-

-

3,294

-

-

-

3,294

635

3,929

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

-

-

-

-

-

62

-

62

-

62

Actuarial losses on defined benefit pension schemes

-

-

-

-

-

-

(18,196)

(18,196)

(207)

(18,403)

Effective portion of cash flow hedges, net

-

-

-

-

-

633

-

633

35

668

Deferred tax on items taken directly to other comprehensive income

-

-

-

(447)

-

(191)

2,027

1,389

-

1,389

Share of joint ventures' revaluation losses on property, plant and equipment, net

-

-

-

(660)

-

-

-

(660)

-

(660)

Share of joint ventures' actuarial loss on defined benefit pension scheme

-

-

-

-

-

-

(105)

(105)

-

(105)

Share of joint ventures' loss on re-measuring available-for-sale financial assets

-

-

-

-

-

-

(3)

(3)

-

(3)

Share of joint ventures' effective portion of cash flow hedges, net

-

-

-

-

-

-

(9)

(9)

-

(9)

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

-

-

-

229

-

-

33

262

-

262

Total other comprehensive income

-

-

(15,947)

2,416

-

504

(16,253)

(29,280)

444

(28,836)

Total comprehensive income

-

-

(15,947)

2,416

-

504

(896)

(13,923)

6,428

(7,495)

Transactions with equity holders of the parent

Minority interests arising on acquisition

-

-

-

-

-

-

-

-

7,154

7,154

Buyout of minority interests arising on acquisition

-

-

-

-

-

-

482

482

(2,474)

(1,992)

Contribution by minority interests

-

-

-

-

-

-

-

-

1,770

1,770

Dividends

-

-

-

-

-

-

(5,947)

(5,947)

(5,347)

(11,294)

Share-based payment transactions

-

-

-

-

-

281

-

281

-

281

Total transactions with equity holders of the parent

-

-

-

-

-

281

(5,465)

(5,184)

1,103

(4,081)

As at 31 December 2008

3,519

252,574

(19,354)

16,568

(122,521)

816

13,005

144,607

53,528

198,135

Total Produce plc

Summary Group Statement of Cash Flows

for the year ended 31 December 2009

2009

€'000

2008

€'000

Net cashflows from operating activities before working capital movements (Note 11)

38,909

40,439

(Increase) / decrease in working capital

(104)

12,043

Net cash flows from operating activities

38,805

52,482

Investing activities

Acquisition of subsidiaries, net of cash, cash equivalents and bank overdrafts acquired

(5,058)

(17,922)

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

(2,848)

(3,679)

Acquisition of other financial assets

(15)

(47)

Payments of deferred consideration

(1,142)

(1,677)

Acquisition of property, plant and equipment

(9,543)

(16,380)

Proceeds from disposal of property, plant and equipment

1,134

1,704

Dividends received from joint ventures and associates

1,779

2,017

Proceeds from disposal of joint ventures and associates

293

-

Research and development expenditure capitalised

(348)

(347)

Government grants received

214

55

Net cash flows from investing activities

(15,534)

(36,276)

Financing activities

Net increase / (decrease) in borrowings

(6,624)

3,577

Capital element of finance lease repayments

(354)

(679)

Dividends paid to shareholders of the parent

(5,947)

(5,947)

Capital contribution by minority interests

-

750

Dividends paid to minority interests

(4,997)

(5,347)

Net cash flows from financing activities

(17,922)

(7,646)

Net increase in cash and cash equivalents, including bank overdrafts

5,349

8,560

Cash and cash equivalents, including bank overdrafts at start of year

77,221

74,111

Effect of exchange rate fluctuations on cash held

2,054

(5,450)

Cash and cash equivalents, including bank overdrafts at end of year

84,624

77,221

Summary Group Reconciliation of Net Debt

for the year ended 31 December 2009

2009

€'000

2008

€'000

Net increase in cash, cash equivalents, and bank overdrafts

5,349

8,560

Net increase / (decrease) in borrowings

6,624

(3,577)

Capital element of lease repayments

354

679

Other movements on finance leases

(128)

(107)

Foreign exchange movement

(2,559)

6,258

Movement in net debt

9,640

11,813

Net debt at beginning of year

(60,200)

(72,013)

Net debt at end of year

(50,560)

(60,200)

Total Produce plc

Notes to the Preliminary Results for the year ended 31 December 2009

1.

Basis of preparation

The financial information included in this preliminary results statement has been extracted from the Group's Financial Statements for the year ended 31 December 2009 and is prepared based on the accounting policies set out therein, which are consistent with those applied in the prior year except as described below. As permitted by European Union (EU) law and in accordance with AIM/IEX rules, the Group Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) and their interpretations issued by the International Accounting Standards Board (IASB) as adopted by the EU. A number of new IFRSs and interpretations of the International Financial Reporting Interpretations Committee became effective for, and have been applied in preparing, the Group Financial Statements. The main changes are described below. IFRS 8 Operating Segments, which replaced IAS 14 Segment Reporting, has been applied for the first time. As of 1 January 2009, the Group determines and presents operating segments based on the information that is internally provided to the Chief Executive, who is the Group's chief operating decision maker. Comparative segment information has been re-presented in conformity with the transitional requirements of IFRS 8. The change in accounting policy only impacts presentation and disclosure aspects, and there is no impact on earnings per share. Segment information is presented in Note 3. IAS 1 Presentation of Financial Statements has been revised. The statement of changes in equity includes only details of transactions with owners, with non-owner changes in equity presented in a reconciliation of each component of equity. In addition, the standard introduces the statement of comprehensive income: it presents all items of recognised income and expense, either in one single statement, or in two linked statements. The Group has elected to present two statements. The financial information prepared in accordance with IFRSs as adopted by the EU included in this report do not comprise "full group accounts" within the meaning of Regulation 40(1) of the European Communities (Companies: Group Accounts) Regulations 1992 of Ireland insofar as such group accounts would have to comply with the disclosure and other requirements of those Regulations. The information included has been derived from the Group Financial Statements which have been approved by the Board of Directors on 3 March 2010. The Financial Statements will be filed with the Irish Registrar of Companies and circulated to shareholders in due course. The financial information is presented in euro, rounded to the nearest thousand.

2.

Translation of foreign currencies

The financial information of the Group is presented in euro. Results and cashflows of foreign currency denominated operations have been translated into euro at the average exchange rates for the period, 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

Closing rate

2009

2008

% change

2009

2008

% change

Pound sterling

0.8885

0.7986

(11.3%)

0.8885

0.9667

8.1%

Swedish krona

10.6369

9.5946

(10.9%)

10.2445

10.9916

6.8%

Czech koruna

26.5547

25.4075

(4.5%)

26.4057

26.8428

1.6%

Danish kroner

7.4464

7.4561

0.1%

7.4411

7.4427

0.0%

South African rand

11.6967

12.0105

2.6%

10.5654

12.8500

17.8%

3.

Segmental Analysis

IFRS 8 Operating Segments applies to the Group's 2009 annual financial statements. IFRS 8 sets out the requirements for disclosure of financial and descriptive information about the Group's operating segments, products and the geographical areas in which it operates. 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

-

Scandinavian 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 includes the Group's UK business which is involved in the procurement and distribution of fresh produce

-

Consumer Goods and Healthfoods Distribution: This operating segment includes the Group's consumer goods distribution business and its healthfoods distribution business

In addition, a number of other operating segments for which IFRS 8's quantitative reporting thresholds have not been met are combined below under 'Other Fresh Produce'. These segments are all involved in the fresh produce business.

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 excludes exceptional items, amortisation of intangible assets, share of joint ventures and associates tax and finance expense, and is therefore measured differently from operating profit in the Group financial statements as explained and reconciled in full detail below.

Finance costs, finance 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 and are accordingly omitted from the detailed segmental analysis below.

2009

2008

Segmental

revenue

€'000

Third

party

revenue

€'000

Adjusted

EBITA

€'000

Segmental

revenue

€'000

Third party

revenue

€'000

Adjusted

EBITA

€'000

Eurozone Fresh Produce

1,150,812

1,135,703

23,352

1,068,303

1,061,150

19,201

UK Fresh Produce

519,369

517,108

6,016

579,008

575,676

6,009

Scandinavian Fresh Produce

549,864

541,250

13,719

600,238

593,558

15,303

Other Fresh Produce

132,132

131,189

3,067

139,288

139,053

4,676

Inter - segment revenue and unallocated costs

(26,927)

-

(3,044)

(17,400)

-

(2,821)

Total Fresh Produce

2,325,250

2,325,250

43,110

2,369,437

2,369,437

42,368

Consumer Goods and Healthfoods Distribution

106,173

106,173

770

146,257

146,257

4,155

Third party revenue and adjusted EBITA

2,431,423

2,431,423

43,880

2,515,694

2,515,694

46,523

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

Reconciliation of segmental profits to operating profit

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

Note

 2009

€'000

2008

€'000

Adjusted EBITA per management reporting

43,880

46,523

Amortisation of intangible assets within subsidiaries

(i)

(5,087)

(4,776)

Share of joint ventures and associates amortisation

(ii)

(579)

(306)

Share of joint ventures and associates interest

(ii)

(591)

(172)

Share of joint ventures and associates tax

(ii)

(1,298)

(1,360)

Operating profit before exceptional items

36,325

39,909

Exceptional items

(iii)

(4,795)

(4,589)

Operating profit after exceptional items

31,530

35,320

Net financial expense

(iv)

(3,166)

(5,509)

Profit before tax

28,364

29,811

(i)

Intangible asset amortisation is not allocated to operating segments in the Group management accounts

(ii)

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

(iii)

Exceptional items (Note 5) are not allocated to operating segments in the management reports

(iv)

Financial income and expense is primarily managed at Group level and not allocated to individual operating segments in the management reports

4.

Adjusted profit before tax and adjusted EBITA

For the purpose of assessing the Group's performance, Total Produce management believe that adjusted EBITA, adjusted profit before tax and adjusted earnings per share (Note 7) are the most appropriate measures of the underlying performance of the Group.

2009

€'000

2008

€'000

Profit before tax per income statement

28,364

29,811

Adjustments

Exceptional items before share of joint venture tax (Note 5)

4,859

4,454

Group share of tax charge of joint ventures and associates

1,234

1,495

Amortisation of intangibles including share of joint ventures

5,666

5,082

Adjusted profit before tax

40,123

40,842

Exclude

Net financial expense - Group

3,166

5,509

Net financial expense - share of joint ventures and associates

591

172

Adjusted EBITA

43,880

46,523

5.

Exceptional items

2009

€'000

2008

€'000

Pension curtailment gain (a)

4,084

-

Profit on disposal of property, plant and equipment (b)

1,040

-

Share of joint ventures' fair value losses on property (c)

(7,449)

(1,458)

Impairment of property (d)

(1,197)

(2,176)

Revaluation of property (e)

(312)

2,497

Impairment of goodwill (f)

(1,025)

-

Costs associated with termination of activities (g)

-

(2,148)

Impairment of available-for-sale financial assets (h)

-

(1,169)

Total exceptional items (before joint venture tax)

(4,859)

(4,454)

Share of joint ventures tax on fair value losses on property

64

(135)

Total exceptional items (after share of joint venture tax)

(4,795)

(4,589)

Tax on exceptional items

(805)

(185)

Total

(5,600)

(4,774)

(a)

Pension curtailment gain

An exceptional gain of €4,084,000 arising from the change in the benefit structure of two defined benefit pension schemes. Tax charge on this exceptional gain amounts to €511,000.

(b)

Profit on disposal of property, plant and equipment

A profit of €1,040,000 arose in 2009 on disposal of an asset which, considering the materiality of the gain, the directors believe appropriate to regard as exceptional in order to distinguish it from income in the Group's core activities. The tax charge on this exceptional gain amounts to €330,000.

(c)

Share of joint ventures' fair value losses on property

The Group's share of changes in the fair value of joint ventures' property of €7,385,000 (2008: loss of €1,593,000), net of deferred tax, has been recognised in the income statement. These losses primarily relate to property owned by a joint venture in Dublin.

(d)

Impairment of property

On revaluation of the Group's properties in 2009, in addition to the revaluation gain included in the statement of comprehensive income, properties where the carrying value exceeded market value were identified, resulting in an impairment charge in the amount of €1,197,000 (2008: €2,176,000).

(e)

Revaluation of property

Fair value losses arising during the year amounting to €312,000 (2008: gains of €2,497,000) have been recognised in the income statement. A deferred tax credit of €36,000 (2008: charge of €668,000) was recognised in the income statement as a result of these revaluations.

(f)

Impairment of goodwill

On completion of the Group's annual goodwill impairment testing, a charge of €1,025,000 was recognised in relation to the goodwill associated with part of the Consumer Goods and Healthfoods Distribution division.

(g)

Costs associated with termination of activities

During 2008, the Group terminated an operation in its Consumer Goods and Healthfoods Distribution division and also closed a number of smaller operations in its Fresh Produce division in the UK. The total cost of these closures amounted to €2,148,000. Tax credits on these exceptional items amounted to €483,000.

(h)

Impairment of available-for-sale financial assets

This represented a €1,107,000 reduction in 2008 in the carrying value of an equity investment, along with the elimination of a €62,000 fair value deficit recognised in the available-for-sale reserve in 2007.

6.

Income tax

2009

€'000

2008

€'000

Income tax expense

9,157

8,470

Group share of tax charge of its joint ventures and associates netted in profit before tax

1,234

1,495

Total tax charge

10,391

9,965

Adjustments

Deferred tax on amortisation of intangible assets - subsidiaries

1,168

1,092

Share of joint ventures deferred tax credit on amortisation of intangible assets

37

-

Net deferred tax on fair value movement on properties - subsidiaries

36

(668)

Share of net deferred tax on fair value movements on properties within joint ventures

64

(135)

Tax impact of other exceptional items

(841)

483

Tax charge on underlying activities

10,855

10,737

Including the Group's share of the tax charge of its joint ventures and associates amounting to €1.2m (2008: €1.5m), which is netted in profit before tax in accordance with IFRS, the total tax charge for the year amounted to €10.4m (2008: €10.0m).

Excluding the impact of once-off tax credits, deferred tax credits related to the amortisation of intangibles and the tax effect of exceptional items, the underlying tax charge for the year was €10.9m (2008: €10.7m), equivalent to a rate of 27.1% (2008: 26.3%) when applied to the Group's adjusted profit before tax.

7.

Earnings per share

2009

€'000

2008

€'000

Profit attributable to equity holders of the parent

13,018

15,357

'000

'000

Weighted average number of ordinary shares for the year

351,887

351,887

Basic and diluted earnings per share - € cent

3.70

4.36

Adjusted fully diluted earnings per share

2009

€'000

2009

€ cent

per share

Profit attributable to equity holders of the parent

13,018

3.70

Adjustments:

Amortisation of intangible assets (including share of joint ventures)

5,666

1.61

Exceptional items

4,795

1.36

Tax effect of exceptional items and amortisation charges

(400)

(0.11)

Minority impact of exceptional items, intangible amortisation charges and related tax

(302)

(0.09)

Adjusted fully diluted earnings - 2009

22,777

6.47

Adjusted fully diluted earnings per share

2008

€'000

2008

€ cent

per share

Profit attributable to equity holders of the parent

15,357

4.36

Adjustments:

Amortisation of intangible assets (including share of joint ventures)

5,082

1.44

Exceptional items

4,589

1.31

Tax effect of exceptional items and amortisation charges

(907)

(0.26)

Minority impact of exceptional items, intangible amortisation charges and related tax

(368)

(0.10)

Adjusted fully diluted earnings - 2008

23,753

6.75

Adjusted fully diluted earnings per share is calculated to adjust for exceptional items, intangible asset amortisation, related tax charges/credits and the impact of share options with a dilutive effect.

Share options outstanding at the end of 2009 were 7,310,000 (2008:7,485,000) and were anti-dilutive in both years. Therefore the weighted average number of shares outstanding applied in the calculation of basic and adjusted earnings per share is the same.

8.

Employee benefits

2009

€'000

2008

€'000

Net liability at beginning of year

(16,678)

(1,440)

Current/past service cost less net finance income recognised in income statement

(2,314)

(1,677)

Curtailment gain recognised in the income statement

4,084

-

Contributions to schemes

4,090

4,439

Actuarial gains/(losses) recognised in other comprehensive income

2,908

(18,403)

Foreign exchange movement

(21)

403

Net liability at end of year

(7,931)

(16,678)

Related deferred tax asset, net

1,676

2,207

Net liability after tax

(6,255)

(14,471)

The table summarises the movements in the net liability on the Group's various defined benefit pension schemes in Ireland, the UK and Continental Europe. The balance sheet at 31 December 2009 reflects pension assets of €2.5m in respect of schemes in surplus and pension liabilities of €10.4m in respect of schemes in deficit.

The current/past service cost is charged in the income statement, net of the finance income on scheme assets and liabilities. Actuarial gains/(losses) are recognised in other comprehensive income.

The decrease in the deficit in the year was due to the following:

•

a curtailment gain of €4.1m was recognised in the income statement arising from changes in the benefit structure of two defined benefit pension schemes

•

a positive return on pension scheme assets due to the partial recovery of global equity markets in 2009

These were offset by:

•

a decrease in the discount rate assumption in the UK from 6.25% to 5.70% which increases the net present value of the schemes obligations

•

an increase in the UK inflation assumption from 2.75% to 3.50% which increases the value of the future pension obligations in the UK

9.

Dividends

2009

€'000

2008

€'000

Dividends paid on Ordinary €1 cent shares

Interim dividend for 2009 of 0.54 cent per share (2008: 0.54 cent)

1,900

1,900

Final dividend for 2008 of 1.15 cent per share (2007: 1.15 cent)

4,047

4,047

Total dividend

5,947

5,947

Total dividend per share

1.69

1.69

The directors have proposed a final dividend for 2009, subject to shareholder approval at the AGM, of 1.15 cent per share. This brings the total dividend in respect of 2009 to 1.69 cent per share, unchanged from the 2008 dividend. This dividend has not been provided for in the balance sheet at 31 December 2009.

10.

Businesses acquired and other developments

During the year, the Group invested €8.7m in a number of business interests.

A total of €5.1m was invested in a number of subsidiaries in its Fresh Produce division. The Group acquired a 100% interest in a produce operation in Continental Europe which is expected to complement its existing business interests in this region. In November 2009, the trade and assets of a business which specialises in exotic fruits was acquired. The business was renamed Total Exotics Limited and supplies a broad range of some sixty exotic products from almost 40 countries. Also, the Group acquired the remaining 50% interest in an entity previously treated as a joint venture.

The purchase method of accounting has been applied for these acquisitions. The provisional fair value of the identifiable assets and liabilities acquired amounts to €2.4m inclusive of €0.9m in intangible assets. Goodwill of €4.3m arose on these transactions.

During the year, the Group also invested €3.6m in new and existing joint ventures, including €0.8m deferred based on the achievement of future profit targets. The main investment was the acquisition of a 50% joint venture interest in ASF Holland B.V. ("ASF") which is a company based in the Netherlands involved exclusively in the soft fruit business. This acquisition complements the Group's existing business in this specialist area. The equity method of accounting has been applied.

Other than the valuation of intangible assets, there are no material differences between the fair value of assets and liabilities acquired and the acquirees carrying value at acquisition date. The initial assignment of fair values to identifiable net assets acquired has been performed on a provisional basis in respect of these acquisitions given the timing of closure of these deals, and will be finalised within twelve months from the acquisition date, as permitted by IFRS 3 Business Combinations.

Also in the year, Total Produce increased its effective shareholding in its South African investment in Capespan Group Limited to 15.6% as a result of a share buy back by Capespan Group Limited. The Capespan group is one of the world's leading marketers and exporters of fresh produce.

11.

Cashflows generated from operations

2009

€'000

2008

€'000

Operating activities

Profit before tax

28,364

29,811

Adjustments for non cash items:

Depreciation of property, plant and equipment

13,210

13,911

Goodwill impairment

1,025

-

Impairment of property, plant and equipment

1,197

2,176

Fair value movement on investment property

312

(2,497)

Impairment of available-for-sale financial assets

-

1,169

Goodwill written off on termination of a business

-

396

Amortisation of intangible assets (excluding JV's)

5,087

4,776

Amortisation of research and development

287

382

Amortisation of grants

(363)

(508)

Movement on provisions

(1,943)

1,943

Share based payment expense

676

281

Contributions to defined benefit pension schemes

(4,090)

(4,439)

Defined benefit pension scheme expense

2,314

1,677

Curtailment gains in respect of defined benefit pension schemes

(4,084)

-

Net (gain)/loss on disposal of property, plant and equipment

(1,316)

109

Net gain on non-hedging derivative financial instruments

(151)

(442)

Net interest expense

3,166

5,509

Income from available-for-sale financial assets

352

270

Share of (profits)/losses of joint ventures and associates

5,750

(982)

Gain recycled to income statement on disposal of available-for-sale financial asset

(294)

-

Gain on disposal of joint ventures and associates

(106)

-

Income tax paid

(7,628)

(7,071)

Net interest paid

(2,856)

(6,032)

Cash flows from operations before working capital movements

38,909

40,439

(Increase) / decrease in working capital

(104)

12,043

Cash flows from operating activities

38,805

52,482