Half Yearly Report

•

Revenue (1) of €1.59 billion

•

Profit before tax up 5.7% to €24.2m

•

Adjusted earnings per share (1) up 0.4% to 4.86 cent

•

Adjusted EBITDA (1) down 2.7% to €38.1m

•

Adjusted EBITA (1) down 3.7% to €30.2m

•

Adjusted profit before tax (1) down 4.6% to €27.2m

•

Interim dividend increased by 5.0% to 0.64 cent per share

(1)

Key performance indicators are defined overleaf

"Total Produce has recorded a robust performance in the first half of 2014 when measured against a particularly strong comparative period in 2013. The Group continued to record volume growth in 2014 although average prices decreased in the period. We are pleased to report a marginal increase in adjusted earnings to 4.86 cent per share.

The Group's growth will continue to be driven by successful acquisitions. Total Produce has recently agreed to acquire the final 50% of All Seasons Fruit in The Netherlands and continues its expansion in North America with the acquisition of a 45% interest in Eco Farms in California, USA.

We are pleased to announce a 5% increase in the interim dividend to 0.64 cent. The Group is maintaining its full year adjusted earnings per share guidance of 8.40 to 9.40 cent per share."

TOTAL PRODUCE PLC INTERIM RESULTS FOR THE

SIX MONTHS ENDED 30 JUNE 2014

2014

€'million

2013*

€'million

% change

Total revenue (1)

1,588

1,663

(4.5%)

Group revenue

1,323

1,373

(3.7%)

Adjusted EBITDA (1)  

38.1

39.1

(2.7%)

Adjusted EBITA (1)

30.2

31.4

(3.7%)

Operating profit

27.0

25.5

+5.8%

Adjusted profit before tax (1)

27.2

28.5

(4.6%)

Profit before tax

24.2

22.9

+5.7%

Euro cent

Euro cent

% change

Adjusted fully diluted earnings per share (1)  

4.86

4.84

+0.4%

Basic earnings per share

4.73

4.03

+17.4%

Diluted earnings per share

4.70

4.03

+16.6%

Interim dividend per share

0.64

0.6095

+5.0%

*All comparative information for the period ended 30 June 2013 has been restated to reflect the reclassification of fair value movements on contingent consideration. See Note 1 of the accompanying financial information for further details.

(1) Key performance indicators defined

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

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

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

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

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

Summary of Results

Total Produce (the 'Group') has delivered a robust performance in first half of 2014 against a background of less favourable market conditions with a marginal increase in adjusted earnings per share to 4.86 cent (2013: 4.84 cent).

The performance in the period was satisfactory when measured against a very strong comparative period which included the results of Capespan Group Limited prior to its divestment on 23 April 2013 and the adverse translation impact of currency in the period. On a like-for-like basis, excluding the effect of divestments, acquisitions and currency translation, total revenue of €1.59 billion was 1.7% lower with some volume growth offset by average price decreases. Greater production and excess supply in some key produce lines led to downward pressure on prices in the period. Adjusted EBITA decreased by 3.7% in the period to €30.2m (2013: €31.4m) due to effect of average price decreases, divestments and currency translation partially offset by the incremental contribution of acquisitions completed in second half of 2013.

Operating profit before exceptional items amounted to €24.5m (2013: €25.5m). In addition, the Group recognised an exceptional gain in the period of €2.5m due to a fair value uplift in an equity interest. In the comparative period there was a small net exceptional loss. A full analysis of the exceptional items is set out in Note 5 of the accompanying financial information. Operating profit inclusive of these exceptional items increased to €27.0m (2013: €25.5m).

Statutory profit before tax in the period was up 5.7% to €24.2m (2013: €22.9m). Excluding exceptional items and acquisition related intangible asset amortisation charges and costs, adjusted profit before tax was €27.2m (2013: €28.5m).

The Group continues to be cash generative, with operating cash flows of €20.6m for the six month period (2013: €25.4m) before seasonal working capital outflows.

The Group has been active in corporate development in the period and has invested over €9m including contingent consideration payable on the achievement of future profit targets. The principal acquisition in the period was the agreement to acquire the second 50% shareholding in All Seasons Fruit ('ASF') in The Netherlands. An initial 20% shareholding was acquired on completion of the acquisition on 28 May 2014 with the balance to be acquired in subsequent years. ASF specialises in the soft fruit category. Post period-end the Group acquired a 45% interest in Eco Farms Investments Holdings LLC ('Eco Farms'), the Californian based avocado grower, marketer and distributor. The Group has options to acquire further shares in Eco Farms in due course to give Total Produce a majority stake.

The Board is also pleased to announce a 5% increase in the interim dividend to 0.64 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 2014. Segment performance is evaluated based on revenue and adjusted EBITA.

(Unaudited)

6 months to 30 June 2014

(Unaudited)

6 months to 30 June 2013

Segmental

revenue

€'000

Adjusted

EBITA

€'000

Segmental

revenue

€'000

Adjusted

EBITA*

€'000

Fresh Produce

- Eurozone

752,059

10,997

793,388

12,843

- Northern Europe

451,226

12,958

473,387

12,679

- UK

263,825

3,527

238,333

2,701

- International

90,546

1,804

131,955

1,551

Inter-segment revenue

(29,454)

-

(30,324)

-

Total Fresh Produce

1,528,202

29,286

1,606,739

29,774

Healthfoods and Consumer Products

59,571

933

56,034

1,615

Third party revenue and adjusted EBITA

1,587,773

30,219

1,662,773

31,389

* 2013 information has been reclassified to conform to the current year presentation.

Fresh Produce Division

The Group's core Fresh Produce Division is involved in the 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.

The performance in the period was satisfactory when benchmarked against a very strong comparative period which also included the results of Capespan Group Limited prior to its divestment on 23 April 2013 and the adverse translation impact of currency. On a like-for-like basis, excluding the effect of divestments, acquisitions and currency translation, total revenue of €1,528m was c. 2% lower with some volume growth offset by average price decreases. The warmer weather in Spring caused the domestic growing season to begin earlier leading to greater production and over supply resulting in downward pressure on prices particularly in some produce categories. Adjusted EBITA decreased by 1.6% in the period to €29.3m (2013: €29.8m) due to the effect of average price decreases, divestments and currency translation partially offset by the contribution of acquisitions completed in the second half of 2013.

Further information on each reporting segment follows.

Eurozone

Revenue in the Eurozone division decreased by 5.2% in the period to €752m (2013: €793m) with a 14.4% decrease in adjusted EBITA to €11.0m (2013: €12.8m). The decrease was due to less favourable trading conditions particularly in Continental Europe with the warm Spring leading to strong early season domestic volumes putting downward pressure on prices. Excluding the effect of bolt on acquisitions, revenue on a like-for-like basis was down c. 6% due to the decrease in average prices offset by a marginal increase in volumes.

Northern Europe

Reported revenue in the Group's Northern European business decreased by 4.7% to €451m (2013: €473m) due primarily to currency translation. On a like-for-like basis, revenue was in line with the prior year with a small increase in volumes offset by a decrease in average prices. Adjusted EBITA in the period increased 2.2% to €13.0m (2013: €12.7m) due to an increase in margin which was partially offset by unfavourable currency translation.

UK

Reported revenue in the Group's UK division increased by 10.7% in the period to €264m (2013: €238m) with adjusted EBITA increasing by 31% to €3.5m (2013: €2.7m). The results were assisted by the 4.4% strengthening of Sterling in the period which lead to higher translated Euro amounts and the positive impact of acquisitions completed in December 2013. On a like-for-like basis excluding currency translation and acquisitions, revenue was back c.3% with decreases in average prices offset by some volume increases.

International

The International division includes the Group's businesses in North America and India and in the comparative period also included the results of Capespan Group Limited up to its divestment on 23 April 2013. Reported revenue decreased to €91m (2013: €132m) due to the inclusion of Capespan Group Limited in the comparative period. Reported adjusted EBITA increased to €1.8m (2013: €1.6m) with a satisfactory first half performance in North America and India offset by the divestment of Capespan.

Healthfoods & Consumer Products Distribution Division

This division is a full service marketing and distribution 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 6.3% in the period to €60m (2013: €56m) due to the contribution of new business. Adjusted EBITA decreased to €0.9m (2013: €1.6m) due to more competitive trading conditions in its markets.

Financial Review

Exceptional Items

The Group recognised a fair value gain of €2.5m in the period on a 10% investment in African Blue Limited which arose on reclassification of this interest from an equity investment to an investment in an associate. In the comparative period, on 23 April 2013, the Group sold its 25% shareholding in the Capespan Group Limited ('Capespan South Africa') for a total consideration of €21.7m. A profit of €0.2m was recognised on the disposal of this investment. Also in the comparative period there was an exceptional loss of €0.2m relating to the revaluation of investment property. See Note 5 of the accompanying financial information for further details regarding these items.

Net Financial Expense

Net financial expense for the period increased to €2.8m (2013: €2.6m). The Group's share of the net interest expense of joint ventures and associates in the period was €0.2m (2013: €0.2m). Net interest cover for the period was 10.7 times based on adjusted EBITA.

Profit Before Tax

Statutory profit before tax in the period was €24.2m (2013: €22.9m). Excluding exceptional items, acquisition related intangible asset amortisation charges and costs, adjusted profit before tax decreased by 4.6% to €27.2m (2013: €28.5m).

Non-Controlling Interests

The non-controlling interests' share of after tax profits in the period was €3.8m (2013: €4.3m). The decrease in the period was due to lower after tax profits in 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 2014 increased 0.4% to 4.86 cent per share (2013: 4.84 cent). Management believe that adjusted earnings per share excluding exceptional items, acquisition related intangible asset charges and costs and related tax on these items provides a fair reflection of the underlying trading performance of the Group.

Basic earnings per share and diluted earnings per share after these non-trading items amounted to 4.73 cent per share (2013: 4.03 cent) and 4.70 cent per share (4.03 cent) respectively with the increase assisted by the exceptional profit of €2.5m in the period.

Cash Flow and Net Debt

Net debt at 30 June 2014 was €69.1m compared to €74.1m at 30 June 2013 and €11.0m at 31 December 2013. The increase compared to 31 December 2013 is due to seasonal working capital outflows and acquisition-related expenditure (including debt assumed on acquisition). At 30 June 2014, the Group had available cash balances including bank deposits of €97.4m and interest bearing borrowings (including overdrafts) of €166.5m. Net debt to annualised adjusted EBITDA is 0.95 times and interest is covered 10.7 times by adjusted EBITA.

The Group generated €20.6m (2013: €25.4m) in operating cash flows in the first six months of 2014 before seasonal working capital outflows of €52.5m (2013: €44.3m). Cash outflows on routine capital expenditure, net of disposals, were €5.9m (2013: €5.7m). Dividends received from joint ventures and associates increased to €4.3m (2013: €3.7m). Dividends paid to non-controlling interests increased to €3.7m (2013: €3.4m) in the period due to strong earnings in 2013.

Cash outflows on acquisitions and contingent consideration payments relating to prior period acquisitions amounted to €5.1m in the period. In addition the Group assumed €10.8m of debt on the acquisition of subsidiaries. The final 2013 dividend of €5.5m (2013: €5.0m) was also paid in the period.

(Unaudited)

6 months to 30 June 2014

€'million

(Unaudited)

6 months to 30 June 2013

€'million

(Audited)

Year ended 31 Dec 2013

€'million

Adjusted EBITDA

38.1

39.1

74.1

Deduct adjusted EBITDA of joint ventures & associates

(6.0)

(6.3)

(11.7)

Net interest and tax paid

(9.1)

(6.4)

(16.2)

Other

(2.4)

(1.0)

(1.2)

Operating cash flows before working capital movements

20.6

25.4

45.0

Working capital movements

(52.5)

(44.3)

14.5

Operating cash flows

(31.9)

(18.9)

59.5

Routine capital expenditure net of disposal proceeds

(5.9)

(5.7)

(12.9)

Dividends received from joint ventures & associates

4.3

3.7

4.1

Dividends paid to non-controlling interests

(3.7)

(3.4)

(5.6)

Free cash flow

(37.2)

(24.3)

45.1

Disposal of an associate interest

-

21.7

21.7

Acquisition expenditure (including contingent consideration)

(5.1)

(14.8)

(19.7)

Net (debt)/cash assumed on acquisition of subsidiaries

(10.8)

-

2.1

Development capital expenditure

-

(0.6)

(1.2)

Dividends paid to equity shareholders

(5.5)

(5.0)

(7.0)

Other

0.4

(0.2)

(1.2)

Total net debt movement in period

(58.2)

(23.2)

39.8

Net debt at beginning of period

(11.0)

(53.0)

(53.0)

Foreign currency translation

0.1

2.1

2.2

Net debt at end of period

(69.1)

(74.1)

(11.0)

Defined Benefit Pension Obligations

The net liability of the Group's defined benefit pension schemes (net of deferred tax) increased to €17.4m at 30 June 2014 from €3.9m at 31 December 2013. The increase in the liability is due to a decrease in the discount rates underlying the calculations of the present value of scheme obligations partially offset by increased return on pension scheme assets. Further details are outlined in Note 7 of the accompanying financial information.

Shareholders' Equity

Shareholders' equity has decreased €4.8m to €212.6m in the six month period to 30 June 2014. Earnings in the period of €15.6m attributable to equity shareholders were offset by remeasurement losses of €14.5m (net of deferred tax) on employee defined benefit pension schemes and the payment of the final 2013 dividend of €5.5m to equity shareholders of the Company. Also as described in Note 9 of the accompanying financial information the difference between the fair value of consideration paid and the non-controlling interests acquired of €1.5m was recognised directly within equity. This was partially offset by a €0.4m gain on the retranslation of the net assets of foreign currency denominated operations.

Development Activity

The Group has invested over €9m in the period including contingent consideration payable on the achievement of future profit targets.

The principal acquisition in the period was the agreement to acquire the second 50% shareholding in All Seasons Fruit ('ASF') in The Netherlands. An initial 20% shareholding was acquired on completion of the deal on 28 May 2014 with the balance to be acquired in subsequent years. ASF specialises in the soft fruit category. In addition, the Group made a number of other investments in Northern Europe and the Eurozone and has invested in new and existing joint ventures in the period.

Post period-end the Group acquired a 45% interest in Eco Farms Investments Holdings LLC ('Eco Farms'), a Californian based avocado grower, marketer and distributor. The Group has options to acquire further shares in Eco Farms in due course to give Total Produce a majority stake.

Further details are provided in Note 9 of the accompanying financial information. The Group continues to actively pursue further investment opportunities in both new and existing markets.

Russian Sanctions

During August, in an unexpected development, Russia introduced sanctions banning the import of certain origins of fruits and vegetables, including the EU for a period of 12 months. Total Produce does not have any operations in Russia and whilst the Group's sales to Russia are modest at less than 2% of total revenue, there may be an impact on prices due to excess supply in Europe. The Group is hopeful that this can be offset to some extent by EU market intervention initiatives. The Group continues to monitor developments and the sanctions are not expected to materially impact the Group.

Share Buyback

Under the authority granted at the AGM in 2014, 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 0.64 (2013: 0.6095) cent per share, which represents a 5.0% increase on the comparative period. This dividend will be paid on the 17 October 2014 to shareholders on the register at 19 September 2014 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 2014.

Outlook

Total Produce has recorded a robust performance in the first half of 2014 when measured against a particularly strong comparative period in 2013. The Group continued to record volume growth in 2014 although average prices decreased in the period. We are pleased to report a marginal increase in adjusted earnings to 4.86 cent per share.

The Group's growth will continue to be driven by successful acquisitions. Total Produce has recently agreed to acquire the final 50% of All Seasons Fruit in The Netherlands and continues its expansion in North America with the acquisition of a 45% interest in Eco Farms in California, USA.

We are pleased to announce a 5% increase in the interim dividend to 0.64 cent. The Group is maintaining its full year adjusted earnings per share guidance of 8.40 to 9.40 cent per share.

Carl McCann, Chairman

On behalf of the Board

2 September 2014

Total Produce plc

Condensed Group Income Statement

for the half year ended 30 June 2014

(Unaudited)

6 months to

30 June 2014

Pre-

Exceptional

€'000

(Unaudited)

6 months to

30 June 2014

Exceptional items

(Note 5)

€'000

(Unaudited)

6 months to

30 June 2014

Total

€'000

(Unaudited)

6 months to

30 June 2013

Pre-

Exceptional

€'000

(Unaudited)

6 months to

30 June 2013

Exceptional items

(Note 5)

€'000

(Unaudited)

6 months to

30 June 2013

Total

€'000

(Audited)

Year ended

31 Dec 2013

Pre-

Exceptional

€'000

(Audited)

Year ended

31 Dec 2013

Exceptional items

(Note 5)

€'000

(Audited)

Year ended

31 Dec 2013

Total

€'000

Revenue, including Group share of joint ventures & associates

1,587,773

-

1,587,773

1,662,773

-

1,662,773

3,174,828

-

3,174,828

Group revenue

1,322,742

-

1,322,742

1,373,204

-

1,373,204

2,637,693

-

2,637,693

Cost of sales

(1,146,359)

-

(1,146,359)

(1,195,333)

-

(1,195,333)

(2,274,977)

-

(2,274,977)

Gross profit

176,383

-

176,383

177,871

-

177,871

362,716

-

362,716

Operating expenses

(155,079)

2,455

(152,624)

(155,263)

(16)

(155,279)

(321,055)

6,751

(314,304)

 Share of profit of joint ventures & associates

3,231

-

3,231

2,922

-

2,922

5,260

(259)

5,001

Operating profit

24,535

2,455

26,990

25,530

(16)

25,514

46,921

6,492

53,413

Net financial expense

(2,819)

-

(2,819)

(2,646)

-

(2,646)

(5,178)

-

(5,178)

Profit before tax

21,716

2,455

24,171

22,884

(16)

22,868

41,743

6,492

48,235

Income tax (expense)/credit

(4,796)

-

(4,796)

(5,327)

63

(5,264)

(9,716)

(324)

(10,040)

Profit for the period

16,920

2,455

19,375

17,557

47

17,604

32,027

6,168

38,195

Attributable to:

Equity holders of the parent

15,621

13,306

30,936

Non-controlling interests

3,754

4,298

7,259

19,375

17,604

38,195

Earnings per ordinary share

Basic

4.73

4.03

9.38

Fully diluted

4.70

4.03

9.36

Adjusted fully diluted

4.86

4.84

8.77

Total Produce plc

Condensed Group Statement of Comprehensive Income

for the half year ended 30 June 2014

(Unaudited)

6 months to 30 June 2014

€'000

(Unaudited)

6 months to 30 June 2013

€'000

(Audited)

Year ended 31 Dec 2013

€'000

Profit for the period

19,375

17,604

38,195

Other comprehensive income:

Items that may be reclassified subsequently to profit or loss:

Foreign currency translation effects:

- foreign currency net investments - subsidiaries

397

(6,546)

(6,302)

- foreign currency net investments - joint ventures & associates

168

(2,247)

(2,469)

- foreign currency borrowings designated as net investment hedges

113

2,793

3,428

- foreign currency losses reclassified to income statement on disposal of joint ventures & associates

-

1,044

1,044

Gain on re-measuring available-for-sale financial asset

2,455

-

-

Reclassification of revaluation gain to income statement on available-for-sale financial asset becoming an associate

(2,455)

-

-

Effective portion of cash flow hedges, net

172

59

(165)

Deferred tax on items taken directly to other comprehensive income

 (43)

(24)

41

Share of joint ventures & associates fair value adjustments on available-for-sale financial assets

-

(15)

(15)

Items that will not be reclassified to profit or loss:

Remeasurement (losses)/gains on defined benefit pension schemes

(17,508)

(3,726)

12,164

Revaluation losses on property, plant and equipment, net

-

(2,977)

(1,630)

Deferred tax on items taken directly to other comprehensive income

2,767

846

(1,181)

Share of joint ventures & and associates remeasurement losses on defined benefit pension scheme

-

-

(40)

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

-

-

10

Other comprehensive income for the period

(13,934)

(10,793)

4,885

Total comprehensive income for the period

5,441

6,811

43,080

Attributable to:

Equity holders of the parent

1,521

2,823

36,159

Non-controlling interests

3,920

3,988

6,921

5,441

6,811

43,080

Total Produce plc

Condensed Group Balance Sheet

as at 30 June 2014

(Unaudited)

30 June 2014

€'000

(Unaudited)

30 June 2013

€'000

(Audited)

31 Dec 2013

€'000

Assets

Non-current assets

Property, plant and equipment

138,524

132,379

133,948

Investment property

7,292

10,470

7,150

Goodwill and intangible assets

161,061

145,865

157,643

Investments in joint ventures and associates

55,243

53,419

54,761

Other financial assets

574

603

649

Other receivables

4,162

5,303

5,090

Deferred tax assets

8,223

8,678

6,801

Employee benefits

--

-

3,282

Total non-current assets

375,079

356,717

369,324

Current assets

Inventories

71,001

55,709

48,142

Trade and other receivables

368,044

372,338

279,095

Corporation tax receivable

280

1,522

201

Derivative financial instruments

303

549

20

Bank deposits

4,700

-

4,740

Cash and cash equivalents

92,693

88,623

103,463

Total current assets

537,021

518,741

435,661

Total assets

912,100

875,458

804,985

Equity

Share capital

3,573

3,519

3,519

Share premium

253,141

252,574

252,574

Other reserves

(113,547)

(116,786)

(114,096)

Retained earnings

69,439

46,510

75,369

Total equity attributable to equity holders of the parent

212,606

185,817

217,366

Non-controlling interests

68,072

64,590

68,524

Total equity

280,678

250,407

285,890

Liabilities

Non-current liabilities

Interest-bearing loans and borrowings

120,575

133,853

114,311

Deferred government grants

1,648

1,876

1,681

Other payables

1,976

1,981

1,775

Contingent consideration

13,282

14,091

17,535

Corporation tax payable

6,953

7,569

6,973

Deferred tax liabilities

13,385

14,438

13,621

Employee benefits

20,647

31,038

7,940

Total non-current liabilities

178,466

204,846

163,836

Current liabilities

Interest-bearing loans and borrowings

45,868

28,875

4,879

Trade and other payables

389,981

383,465

340,406

Contingent consideration

15,621

3,882

6,435

Derivative financial instruments

97

58

645

Corporation tax payable

1,389

3,925

2,894

Total current liabilities

452,956

420,205

355,259

Total liabilities

631,422

625,051

519,095

Total liabilities and equity

912,100

875,458

804,985

Total Produce plc

Condensed Group Statement of Changes in Equity

for the half year ended 30 June 2014

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 half year ended 30 June 2014 (Unaudited)

As at 1 January 2014

3,519

252,574

(5,273)

20,319

(122,521)

(8,580)

1,959

75,369

217,366

68,524

285,890

Comprehensive income

Profit for the period

-

-

-

-

-

-

-

15,621

15,621

3,754

19,375

Other comprehensive income:

Items that may be reclassified subsequently to profit or loss:

Foreign currency translation effects

-

-

365

-

-

-

-

-

365

313

678

Gain on re-measuring available-for sale financial asset

-

-

-

-

-

-

2,455

-

2,455

-

2,455

Reclassification of revaluation gain to income statement on available-for-sale financial asset becoming an associate

-

-

-

-

-

-

(2,455)

-

(2,455)

-

(2,455)

Effective portion of cash flow hedges, net

-

-

-

-

-

-

111

-

111

61

172

Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

(28)

-

(28)

(15)

(43)

Items that will not be reclassified to profit or loss:

Remeasurement losses on defined benefit pension schemes, net

-

-

-

-

-

-

-

(17,287)

(17,287)

(221)

(17,508)

Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

-

2,739

2,739

28

2,767

Total other comprehensive income

-

-

365

-

-

-

83

(14,548)

(14,100)

166

(13,934)

Total comprehensive income

-

-

365

-

-

-

83

1,073

1,521

3,920

5,441

Transactions with equity holders of the parent

New shares issued

54

567

-

-

-

-

-

-

621

-

621

Acquisition of non-controlling interests

-

-

-

-

-

-

-

(1,508)

(1,508)

(722)

(2,230)

Contribution by non-controlling interest

-

-

-

-

-

-

-

-

-

55

55

Dividends

-

-

-

-

-

-

-

(5,495)

(5,495)

(3,705)

(9,200)

Share-based payment transactions

-

-

-

-

-

-

101

-

101

-

101

Total transactions with equity holders of the parent

54

567

-

-

-

-

101

(7,003)

(6,281)

(4,372)

(10,653)

As at 30 June 2014

3,573

253,141

(4,908)

20,319

(122,521)

(8,580)

2,143

69,439

212,606

68,072

280,678

Total Produce plc

Condensed Group Statement of Changes in Equity

for the half year ended 30 June 2014 (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 half year ended 30 June 2013 (Unaudited)

As at 1 January 2013

3,519

252,574

(1,483)

20,914

(122,521)

(8,580)

1,627

41,752

187,802

64,162

251,964

Comprehensive income

Profit for the period

-

-

-

-

-

-

-

13,306

13,306

4,298

17,604

Other comprehensive income:

Items that may be reclassified subsequently to profit or loss:

Foreign currency translation effects

-

-

(4,730)

-

-

-

-

-

(4,730)

(226)

(4,956)

Effective portion of cash flow hedges, net

-

-

-

-

-

-

41

-

41

18

59

 Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

(20)

-

(20)

(4)

(24)

 Share of joint ventures & associates fair value adjustments on available-for-sale financial asset

-

-

-

-

-

-

-

(15)

(15)

-

(15)

Items that will not be reclassified to profit or loss:

Remeasurement losses on defined benefit pension schemes, net

-

-

-

-

-

-

-

(3,614)

(3,614)

(112)

(3,726)

Reversal of previously recognised revaluation gains on property, plant and equipment

-

-

-

(2,977)

-

-

-

-

(2,977)

-

(2,977)

Deferred tax on items taken directly to other comprehensive income

-

-

-

744

-

-

-

88

832

14

846

Total other comprehensive income

-

-

(4,730)

(2,233)

-

-

21

(3,541)

(10,483)

(310)

(10,793)

Total comprehensive income

-

-

(4,730)

(2,233)

-

-

21

9,765

2,823

3,988

6,811

Transactions with equity holders of the parent

Non-controlling interests arising on acquisition

-

-

-

-

-

-

-

-

-

(160)

(160)

Acquisition of non-controlling interests

-

-

-

-

-

-

-

(19)

(19)

21

2

Dividends

-

-

-

-

-

-

-

(4,988)

(4,988)

(3,421)

(8,409)

Share-based payment transactions

-

-

-

-

-

-

199

-

199

-

199

Total transactions with equity holders of the parent

-

-

-

-

-

-

199

(5,007)

(4,808)

(3,560)

(8,368)

As at 30 June 2013

3,519

252,574

(6,213)

18,681

(122,521)

(8,580)

1,847

46,510

185,817

64,590

250,407

Total Produce plc

Condensed Group Statement of Changes in Equity

for the half year ended 30 June 2014 (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 2013 (Audited)

As at 1 January 2013

3,519

252,574

(1,483)

20,914

(122,521)

(8,580)

1,627

41,752

187,802

64,162

251,964

Comprehensive income

Profit for the year

-

-

-

-

-

-

-

30,936

30,936

7,259

38,195

Other comprehensive income:

Items that may be reclassified subsequently to profit or loss:

Foreign currency translation effects

-

-

(3,790)

-

-

-

-

-

(3,790)

(509)

(4,299)

Effective portion of cash flow hedges, net

-

-

-

-

-

-

(94)

-

(94)

(71)

(165)

 Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

23

-

23

18

41

 Share of joint ventures & associates fair value adjustments of available-for-sale financial assets

-

-

-

-

-

-

-

(15)

(15)

-

(15)

Items that will not be reclassified to profit or loss:

Revaluation losses on property, plant and equipment, net

-

-

-

(1,663)

-

-

-

-

(1,663)

33

(1,630)

Remeasurement gains on defined benefit pension schemes

-

-

-

-

-

-

-

12,019

12,019

145

12,164

 Deferred tax on items taken directly to other comprehensive income

-

-

-

1,068

-

-

-

(2,295)

(1,227)

46

(1,181)

 Share of joint ventures & associates remeasurement losses on defined benefit pension scheme

-

-

-

-

-

-

-

(40)

(40)

-

(40)

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

-

-

-

-

-

-

-

10

10

-

10

Total other comprehensive income

-

-

(3,790)

(595)

-

-

(71)

9,679

5,223

(338)

4,885

Total comprehensive income

-

-

(3,790)

(595)

-

-

(71)

40,615

36,159

6,921

43,080

Transactions with equity holders of the parent

Non-controlling interests arising on acquisition

-

-

-

-

-

-

-

-

-

3,428

3,428

Acquisition of non-controlling interests

-

-

-

-

-

-

-

1

1

(423)

(422)

Contribution by non-controlling interests

-

-

-

-

-

-

-

-

-

15

15

Dividends

-

-

-

-

-

-

-

(6,999)

(6,999)

(5,579)

(12,578)

Share-based payment transactions

-

-

-

-

-

-

403

-

403

-

403

Total transactions with equity holders of the parent

-

-

-

-

-

-

403

(6,998)

(6,595)

(2,559)

(9,154)

As at 31 December 2013

3,519

252,574

(5,273)

20,319

(122,521)

(8,580)

1,959

75,369

217,366

68,524

285,890

Total Produce plc

Condensed Group Statement of Cash Flows

for the half year ended 30 June 2014

(Unaudited)

6 months to

30 June 2014

€'000

(Unaudited)

6 months to

30 June 2013

€'000

(Audited)

Year ended

31 Dec 2013

€'000

Net cash flows from operating activities (Note 11)

(31,878)

(18,931)

59,475

Investing activities

Acquisition of subsidiaries

(1,831)

(822)

(4,581)

(Bank overdrafts)/cash, assumed on acquisition of subsidiaries, net

(7,391)

-

2,109

Cash derecognised on subsidiary becoming a joint venture

(97)

-

-

Acquisition of, and investment in joint ventures & associates

(1,000)

(12,114)

(12,148)

Acquisition of other financial assets

-

-

(28)

Payments of contingent consideration

(412)

(1,867)

(2,296)

Payments of deferred consideration

(806)

-

-

Acquisition of property, plant & equipment

(5,508)

(5,621)

(13,392)

Expenditure on computer software

(720)

(243)

(1,265)

Research and development expenditure capitalised

(86)

(80)

(165)

Proceeds from disposal of property, plant & equipment

361

157

609

Loans advanced to joint ventures & associates

(101)

-

(210)

Dividends received from joint ventures & associates

4,254

3,652

4,056

Proceeds from disposal of joint ventures & associates

-

21,677

21,677

Government grants received

110

131

153

Net cash flows from investing activities

(13,227)

4,870

(5,481)

Financing activities

Drawdown of borrowings

8,526

-

11,048

Repayment of borrowings

(4,153)

(18,100)

(47,577)

Decrease/(increase) in bank deposits

40

3,799

(941)

Decrease in cash held in escrow

-

11,360

11,360

Capital element of finance lease repayments

(713)

(655)

(1,315)

Proceeds from the issue of share capital

621

-

-

Dividends paid to equity holders of the parent

(5,495)

(4,988)

(6,999)

Acquisition of non-controlling interests

(981)

-

(422)

Capital contribution by non-controlling interests

55

-

15

Dividends paid to non-controlling interests

(3,705)

(3,421)

(5,579)

Net cash flows from financing activities

(5,805)

(12,005)

(40,410)

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

(50,910)

(26,066)

13,584

Cash, cash equivalents and & overdrafts at start of period

101,178

88,960

88,960

Net foreign exchange difference

(179)

(758)

(1,366)

Cash, cash equivalents & overdrafts at end of

the period (Note 12)

50,089

62,136

101,178

Total Produce plc

Condensed Summary Group Reconciliation of Net Debt

for the half year ended 30 June 2014

(Unaudited)

6 months to

30 June 2014

€'000

(Unaudited)

6 months to

30 June 2013

€'000

(Audited)

Year ended

31 Dec 2013

€'000

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

(50,910)

(26,066)

13,584

Repayment of borrowings

4,153

18,100

47,577

Drawdown of borrowings

(8,526)

-

(11,048)

(Decrease)/increase in bank deposits

(40)

(3,799)

941

Decrease in cash held in escrow

-

(11,360)

(11,360)

Borrowings arising on acquisition

(1,620)

-

-

Finance leases arising on acquisition

(1,766)

-

-

Capital element of finance lease repayments

713

655

1,315

Other movements on finance leases

(151)

(761)

(1,187)

Foreign exchange movement

84

2,153

2,218

Movement in net debt

(58,063)

(21,078)

42,040

Net debt at beginning of the period

(10,987)

(53,027)

(53,027)

Net debt at end of the period (Note 12)

(69,050)

(74,105)

(10,987)

Total Produce plc

Notes to the Interim Results for the half year ended 30 June 2014

1.

Basis of preparation

The condensed consolidated interim financial statements of Total Produce plc as at and for the six months ended 30 June 2014 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 2013, with the exception of those disclosed below, which were prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.

The interim financial information for both the six months ended 30 June 2014 and the comparative six months ended 30 June 2013 is unaudited. The financial information for the year ended 31 December 2013 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 2013.

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 1 September 2014.

Changes in accounting policy

The following are the new standards and amendments that are effective for the Group's financial year ending on 31 December 2014 and that had no significant impact on the results and financial position of the Group for the period ended 30 June 2014.

· IFRS 10: Consolidated Financial Statements

· IFRS 11: Joint Arrangements

· IFRS 12: Disclosure of Interests in Other Entities

· IAS 28: Investments in Associates and Joint Ventures (2011)

· IAS 32: Financial Instruments: Presentation

· IAS 39 (Amendment): Novation of Derivatives and Continuation of Hedge Accounting

· IFRIC 21: Levies

IFRS 13 Fair Value Measurement

IFRS 13 establishes a single framework for measuring fair value and making disclosures about fair value measurements when such measurements are required or permitted by other IFRSs. It unifies the definition of fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It replaces and expands the disclosure requirements in other IFRSs, including IFRS 7. As a result the Group included additional disclosures in this regard in its 2013 Annual Report.

As a result of the application of IFRS 13, the Group has amended the presentation and classification of fair value movements on contingent consideration. Under the provisions of IFRS 13, all fair value movements on each item measured at fair value must be presented as a single line item on the Group income statement.

The Group has elected to present fair value movements on the remeasurement of contingent consideration within other operating income/(expense). In the six month period ended 30 June 2013, the Group presented interest charges on unwinding the net present value of contingent consideration within financial expense and revisions to contingent consideration estimates within other operating income/(expense). The Group has restated the comparative 30 June 2013 income statement to ensure conformity of presentation with the current year.

The impact on the Group's income statement for the period ended 30 June 2013 was as follows:

· other operating expenses increase by €363,000

· finance expense decreases by €363,000

There is no effect on the Group's profit before tax or any of the Group's earnings per share measures.

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 rates used in the translation of results and balance sheets into Euro were as follows:

Average rate

6 months to

Closing rate

30 June

2014

30 June

2013

% change

30 June

2014

31 Dec

2013

% change

Canadian Dollar

1.5037

1.3276

(13.3%)

1.4583

1.4641

0.4%

Czech Koruna

27.4414

25.7563

(6.5%)

27.4487

27.3718

(0.3%)

Danish Kroner