Half Yearly Report

•

Revenue (i) unchanged on prior period at €1.33 billion

•

Profit before tax of €21.7m is unchanged on the prior period

•

Adjusted earnings per share (ii) up 2.0% to 4.20 cent

•

Adjusted EBITDA (iii) down 3.2% to €32.6m

•

Interim dividend unchanged at 0.54 cent per share

(i), (ii) and (iii)

As defined overleaf

"Total Produce has delivered a solid performance for the first half of 2011 with an increase of 2% in adjusted earnings per share to 4.20 cent per share despite the temporarily difficult trading conditions in certain markets within Continental Europe.

We are also pleased to report that Total Produce has concluded a number of bolt-on acquisitions since the end of the half year for a total investment of €14m. This includes increasing its shareholding in Capespan Group Limited, the leading South African fresh produce company.

The Group's interim dividend is unchanged at 0.54 cent per share. Based on current trading conditions the Group continues to target adjusted earnings per share in the range of 6.5 cent to 7.5 cent per share for the full year. The Group continues to actively pursue further investment opportunities in both new and existing markets."

6 September 2011

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

TOTAL PRODUCE PLC INTERIM RESULTS FOR THE

SIX MONTHS ENDED 30 JUNE 2011

2011

€'million

2010

€'million

% change

Revenue, including the Group's share of joint ventures

1,333

1,333

-

Group revenue

1,211

1,200

+ 1.0%

Adjusted EBITDA (iii)  

32.6

33.7

(3.2%)

Adjusted EBITA (iii)

26.2

27.1

(3.5%)

Operating profit

23.8

23.0

+3.4%

Profit before tax

21.7

21.7

-

Euro cent

Euro cent

% change

Adjusted earnings per share (ii)  

4.20

4.12

+ 2.0%

Basic and diluted earnings per share

4.12

3.58

+ 15.1%

Interim dividend per share

0.54

0.54

-

(i)

includes the Group's share of revenue of joint ventures

(ii)

excludes exceptional items, amortisation of intangible assets and related tax

(iii)

excludes exceptional items and amortisation of intangible assets

Summary Results

Total Produce (the 'Group') announces adjusted earnings per share (1) growth of 2.0% to 4.20 cent for the six month period ended 30 June 2011.

Revenue, including the Group's share of revenue in joint ventures, of €1.33 billion was unchanged on the prior period with adjusted EBITA (2) down €0.9m (3.5%) to €26.2m. The Group benefited from the strength of the Swedish Krona and Czech Koruna in the period with revenue marginally down 1% on a constant currency basis (3).

Revenue in the Group's core Fresh Produce Division is slightly up on prior period with adjusted EBITA down €1.0m to €27.7m. This was a good performance despite the unusual trading conditions in Continental and Eastern Europe from late May onwards due to the e-coli ('EHEC') scare. Included in these results are reorganisation costs incurred during the period of €1.2m (2010: €0.4m) in Scandinavia and the UK.

Revenue in the Consumer Goods and Healthfoods Distribution Division decreased 4% with an adjusted EBITA loss of €0.1m in line with the comparative period.

The Group continues to be cash generative, with operating cashflows of €19.9m (2010: €22.8m) before seasonal working capital outflows.

In May 2011, the Group sold its 40% joint venture interest in a South African farm investment company to Capespan Group Limited for cash proceeds of €4.2m. A profit of €1.6m was recognised on this sale and has been treated as an exceptional item in the Group's interim financial statements.

The Group's interim dividend of €0.54 cent per share is unchanged from the 2010 interim dividend.

Operating Review

The table below details a segmental breakdown of the Group's revenue and adjusted EBITA for the six months ended 30 June 2011. Segment performance is evaluated based on revenue and adjusted EBITA.

(Unaudited)

6 months to 30 June 2011

(Unaudited)

6 months to 30 June 2010

Segmental

revenue

€'000

Adjusted

EBITA

€'000

Segmental

revenue

€'000

Adjusted

EBITA

€'000

Eurozone Fresh Produce

658,510

13,022

655,785

14,870

Scandinavian Fresh Produce

319,854

8,962

313,519

8,692

UK Fresh Produce

256,422

3,529

255,902

2,635

Other Fresh Produce

79,982

2,230

81,625

2,497

Inter-segment revenue

(21,167)

-

(14,977)

-

Total Fresh Produce

1,293,601

27,743

1,291,854

28,694

Consumer Goods and Healthfoods Distribution

39,479

(134)

41,214

(148)

Unallocated costs

-

(1,447)

-

(1,443)

Third party revenue and adjusted EBITA

1,333,080

26,162

1,333,068

27,103

Fresh Produce Division

The Group's core Fresh Produce Division is split into four distinct reporting segments. Revenue in the division increased marginally by €1.7m assisted by the strength of Swedish Krona and Czech Koruna in the period, which led to higher translation values of non-euro revenues. On a constant currency basis revenue in this division decreased by 1% with slight volume decreases partly offset by increases in average selling prices in the first four months of the period. Adjusted EBITA in the division decreased by 3.3% to €27.7m. The reported results were assisted by the strength of the Swedish Krona and Czech Koruna in the period. Net adjusted EBITA margins in the Fresh Produce Division were 2.14% (2010: 2.22%).

This was a solid performance despite the difficult trading conditions in Continental and Eastern Europe from late May due to the EHEC scare which has had a negative impact on the European fresh produce industry. The German authorities incorrectly implicated certain salad lines as the source of EHEC causing a significant adverse effect on consumption and prices. The estimated cost of this to the Group both in terms of costs incurred and lost contribution for the six month period to 30 June 2011 was €1.5m and could amount to a further €1.5m in the second half of the year. Also, included in these results are reorganisation costs incurred during the period of €1.2m (2010: €0.4m) in Scandinavia and the UK.

Further information on each reporting segment follows.

Eurozone Fresh Produce

The performance in the Eurozone was impacted by temporarily difficult trading conditions in Continental Europe particularly due to the EHEC issue. Revenue in this division increased marginally to €659m with strong average price increases in the first four months of the period offsetting volume decreases.  

Adjusted EBITA decreased by €1.8m to €13.0m with adjusted EBITA margins in the division decreasing to 1.98% from 2.27%.

Scandinavian Fresh Produce

Reported revenue in the Group's Scandinavian business increased by 2% to €320m assisted by an 8.6% strengthening of Swedish Krona in the period. Revenue in local currency was 3% behind the equivalent period in the prior year, with a marginal decrease in both volumes and average selling prices. Adjusted EBITA has increased by €0.3m to €9.0m assisted by currency translation. Reorganisation costs were incurred in completing the move to the new state of the art distribution facility in Sweden.

Net adjusted EBITA margins at 2.80% were in line with the comparative period.

UK Fresh Produce

Reported revenue in the Group's UK division of €256m was in line with prior year with volumes and average prices unchanged. The reported results have not been materially impacted by currency movements as the average Sterling to Euro exchange rate is similar to the comparative period. Adjusted EBITA for the period was up €0.9m to €3.5m due to improved trading margins compared to the same period in 2010 where poor weather affected trading conditions in the wholesale markets.

Other Fresh Produce

This segment includes a number of other fresh produce businesses in Eastern Europe, India and also the results of the Group's South African farm investments up to date of disposal in May 2011. Reported revenue decreased by 2% to €80m primarily due to volume decreases with adjusted EBITA decreasing €0.3m to €2.2m.

Consumer Goods and Healthfoods Distribution Division

Revenue in the Consumer Goods and Healthfoods Distribution Division decreased by €2m (4%) to €39m, with a net adjusted EBITA loss of €0.1m similar to the prior period.

Financial Review

Exceptional items

In May 2011, the Group sold its 40% joint venture interest in a South African farm investment company to Capespan Group Limited for cash proceeds of €4.2m. A profit of €1.6m was recognised on this sale comprising the €1.1m difference between the sales proceeds and the joint venture's carrying value of €3.1m together with the reclassification of €0.5m of currency translation differences from equity to the income statement. There were no exceptional items in the comparative period.

Financial expense, net

Net financial expense for the period was €2.1m compared to €1.3m in the same period in 2010. The average interest rate paid by the Group on its borrowings has increased due to higher margins on Group facilities and recent increases in central bank rates, particularly the Swedish Central Bank rate. In addition, the strength of the Swedish Krona led to higher costs on translation to euro. The Group's share of the net interest expense in joint ventures was €0.4m compared to €0.5m in the same period in 2010.

Profit before tax

Profit before tax in the period remained unchanged at €21.7m with adjusted profit before tax (4) decreasing by 6.4% to €23.7m.

Non-controlling interests

The non-controlling interest's share of after tax profits was €3.1m for the period, a decrease of €0.6m on the same period in 2010. This was due to a decrease in after tax profits in certain of the Group's non-wholly owned subsidiaries in Continental and Eastern Europe.

Earnings attributable to equity shareholders of the parent

Earnings attributable to equity shareholders of the parent increased by 8.1% to €13.6m in the period.

Adjusted and basic earnings per share

Adjusted earnings per share of 4.20 cent for the six months ended 30 June 2011 represents an increase of 2.0% on the 4.12 cent in the equivalent period in 2010. Basic earnings per share amounted to 4.12 cent (2010: 3.58 cent). The growth in earnings per share was assisted by the buyback of 22 million shares in November 2010 which reduced the shares in issue from 352 million at 30 June 2010 million to 330 million at 30 June 2011.

Net Debt and Cash Flow

Net debt at 30 June 2011 was €65.6m compared to €71.8m at 30 June 2010 and €47.9m at 31 December 2010.

The Group generated €19.9m in operating cash flows in the first six months of 2011 before seasonal working capital outflows of €24.5m. Cash outflows on capital expenditure, net of disposals, were €10.1m representing an increase on the €2.7m spend on the same period in 2010 largely due to the completion of the expansion of the Group's facilities in Sweden. Capital expenditure in the second half of the year will be lower than the first half. On an annualised basis, free cash flow for the twelve months ended 30 June 2011 amounted to €29.0m.

Cash outflows on acquisitions of subsidiaries, investment in joint ventures and acquisitions of non-controlling interests was €1.3m in the period. As highlighted earlier, the Group sold its investment in a South African farms investment group realising a cash inflow of €4.2m in the period.

There was a positive impact of €1.4m on translation of foreign currency net debt into euro at 30 June 2011 due primarily to the weaker Sterling and Swedish Krona exchange rates at the period end compared to the rates prevailing at 31 December 2010.

(Unaudited)

6 months to 30 June 2011

€'million

(Unaudited)

6 months to 30 June 2010

€'million

(Audited)

Year ended 31 Dec 2010

€'million

Adjusted EBITDA

32.6

33.7

60.9

Deduct adjusted EBITA of joint ventures

(3.2)

(3.0)

(5.0)

Net interest and tax paid

(7.6)

(5.7)

(13.2)

Other

(1.9)

(2.2)

(3.3)

Operating cash flows before working capital movements

19.9

22.8

39.4

Working capital movements

(24.5)

(28.9)

7.0

Operating cash flows

(4.6)

(6.1)

46.4

Capital expenditure net of disposal proceeds

(10.1)

(2.7)

(10.7)

Dividends received from joint ventures

1.5

0.8

1.9

Dividends paid to non-controlling interests

(3.1)

(4.7)

(5.0)

Free cash flow

(16.3)

(12.7)

32.6

Acquisition of subsidiaries, non-controlling interests investment in joint ventures, net

(1.3)

(0.6)

(2.9)

Other including deferred consideration payments

(0.5)

(0.6)

(4.5)

Proceeds from disposal of joint venture

4.2

-

-

Dividends paid to equity shareholders

(4.1)

(4.0)

(5.9)

Purchase of own shares

-

-

(8.7)

Total cash flow

(18.0)

(17.9)

10.6

Net debt at beginning of period

(47.9)

(50.6)

(50.6)

Increase in finance leases

(1.1)

-

(3.9)

Foreign currency translation

1.4

(3.3)

(4.0)

Net debt at end of period

(65.6)

(71.8)

(47.9)

Defined Benefit Pension Obligations

The net liability of the Group's defined benefit pension schemes (net of deferred tax) decreased to €6.5m at 30 June 2011 from €8.8m at 31 December 2010 and is significantly down on the reported net liability of €15.3m at 30 June 2010. The decrease in the liability is due to an increase in the discount rates underlying the calculations of the present value of scheme obligations.

Shareholders' Equity

The balance sheet has further strengthened in the six month period ended 30 June 2011 with shareholders' equity increasing by €7.4m to €176.0m. The increase was due to earnings in the period of €13.6m attributable to equity shareholders and actuarial gains on employee defined benefit pension schemes offset by losses on retranslation of the net assets of foreign currency operations and the payment of the final 2010 dividend to equity shareholders of the Company.

Development Activity

In the six month period ended 30 June 2011, the Group invested €12.5m in the business. Net capital expenditure including leased assets was €11.2m which includes expenditure to complete the expansion of the Group's state of the art facilities in Sweden. The Group also invested €1.3m on a number of new and existing business interests.

The Group has invested €14m in a number of bolt-on acquisitions since the end of the half year, including increasing its shareholding in Capespan Group Limited, the leading South African fresh produce company. These acquisitions are expected to be earnings enhancing from date of acquisition.

Including the post half year end acquisitions, the year to date capital investment amounts to €26.5m. The Group continues to actively pursue further investment opportunities in both new and existing markets.

Share buyback

Under the authority granted at the AGM in 2011, 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 opportunity arise.

Dividends

The Board has declared an interim dividend of 0.54 cent per share, unchanged from the 2010 interim dividend. This dividend will be paid on the 20 October 2011 to shareholders on the register at 23 September 2011 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 2011.

Current Trading and Outlook

Total Produce has delivered a solid performance for the first half of 2011 with an increase of 2% in adjusted earnings per share to 4.20 cent per share despite the temporarily difficult trading conditions in certain markets within Continental Europe.

We are also pleased to report that Total Produce has concluded a number of bolt-on acquisitions since the end of the half year for a total investment of €14m. This includes increasing its shareholding in Capespan Group Limited, the leading South African fresh produce company.

The Group's interim dividend is unchanged at 0.54 cent per share. Based on current trading conditions the Group continues to target adjusted earnings per share in the range of 6.5 cent to 7.5 cent per share for the full year. The Group continues to actively pursue further investment opportunities in both new and existing markets.

Carl McCann, Chairman

On behalf of the Board

6 September 2011

(1)

Adjusted earnings per share excludes exceptional items, amortisation of intangible assets and related tax. This calculation is set out in Note 6 of the accompanying financial information.

(2)

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 financial information.

(3)

Percentage changes in constant currency reflect the 2011 and 2010 half- year reported numbers of foreign operations retranslated at 2010 half-year average exchange rates.

(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 financial information.

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

Total Produce plc

Condensed Group Income Statement

for the half year ended 30 June 2011

(Unaudited)

6 months to

30 June 2011

Pre-

exceptional

€'000

(Unaudited)

6 months to

30 June 2011

Exceptional items

€'000

(Unaudited)

6 months to

30 June 2011

Total

€'000

(Unaudited)

6 months to

30 June 2010

Total

€'000

(Audited)

Year ended

31 Dec 2010

Pre-

exceptional

€'000

(Audited)

Year ended

31 Dec 2010

Exceptional items

€'000

(Audited)

Year ended

31 Dec 2010

Total

€'000

Revenue, including Group share of joint ventures

1,333,080

-

1,333,080

1,333,068

2,600,460

-

2,600,460

Group revenue

1,211,449

-

1,211,449

1,199,508

2,343,124

-

2,343,124

Cost of sales

(1,052,994)

-

(1,052,994)

(1,042,376)

(2,019,550)

-

(2,019,550)

Gross profit

158,455

-

158,455

157,132

323,574

-

323,574

Operating expenses

(138,021)

-

(138,021)

(135,579)

(285,930)

(2,119)

(288,049)

Profit on disposal of joint venture

-

1,612

1,612

-

-

-

-

Share of profit of joint ventures

1,775

-

1,775

1,493

1,743

(231)

1,512

Operating profit

22,209

1,612

23,821

23,046

39,387

(2,350)

37,037

Net financial expense

(2,098)

-

(2,098)

(1,341)

(3,441)

-

(3,441)

Profit before tax

20,111

1,612

21,723

21,705

35,946

(2,350)

33,596

Income tax (expense)/credit

(5,012)

-

(5,012)

(5,409)

(8,991)

620

(8,371)

Profit for the period

15,099

1,612

16,711

16,296

26,955

(1,730)

25,225

Attributable to:

Equity holders of the parent

13,607

12,583

18,337

Non-controlling interests

3,104

3,713

6,888

16,711

16,296

25,225

Earnings per ordinary share

Basic

4.12 cent

3.58 cent

5.25 cent

Fully diluted

4.12 cent

3.58 cent

5.25 cent

Total Produce plc

Condensed Group Statement of Comprehensive Income

for the half year ended 30 June 2011

(Unaudited)

6 months to 30 June 2011

€'000

(Unaudited)

6 months to 30 June 2010

€'000

(Audited)

Year ended 31 Dec 2010

€'000

Profit for the period

16,711

16,296

25,225

Other comprehensive income:

Foreign currency translation effects:

-foreign currency net investments - subsidiaries

(2,497)

10,590

13,382

-foreign currency net investments - joint ventures

(899)

1,498

1,263

-foreign currency borrowings designated as net investment hedges

1,323

(4,823)

(7,168)

 -foreign currency gains reclassified to income statement on disposal of joint venture investment

(528)

-

-

Revaluation gains on property, plant and equipment, net

-

-

436

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

(27)

39

(592)

Actuarial gains/(losses) on defined benefit pension schemes

865

(12,474)

(6,857)

Effective portion of cash flow hedges, net

13

(31)

(16)

Deferred tax on items taken directly to other comprehensive income

(568)

1,997

1,133

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

-

-

(1,009)

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

-

-

(8)

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

-

-

30

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

-

-

266

Other comprehensive income for the period

(2,318)

(3,204)

860

Total comprehensive income for the period

14,393

13,092

26,085

Attributable to:

Equity holders of the parent

11,296

9,506

18,804

Non-controlling interests

3,097

3,586

7,281

14,393

13,092

26,085

Total Produce plc

Condensed Group Balance Sheet

as at 30 June 2011

(Unaudited)

30 June 2011

€'000

(Unaudited)

30 June 2010

€'000

(Audited)

31 Dec 2010

€'000

Assets

Non-current assets

Property, plant and equipment

134,945

124,379

131,965

Investment property

12,880

13,813

13,331

Goodwill and intangible assets

136,585

130,859

140,641

Investments in joint ventures

30,831

35,405

34,054

Other financial assets

9,651

10,360

9,704

Other receivables

3,286

4,334

3,590

Deferred tax assets

5,359

6,815

5,877

Employee benefits

2,769

1,258

1,231

Total non-current assets

336,306

327,223

340,393

Current assets

Inventories

42,550

43,861

41,601

Trade and other receivables

295,855

328,598

264,163

Corporation tax receivable

562

-

697

Derivative financial instruments

211

41

61

Cash and cash equivalents

89,596

96,265

104,486

Total current assets

428,774

468,765

411,008

Total assets

765,080

795,988

751,401

Equity

Share capital

3,519

3,519

3,519

Share premium

252,574

252,574

252,574

Other reserves

(118,554)

(106,884)

(116,114)

Retained earnings

38,415

21,346

28,621

Total equity attributable to equity holders of the parent

175,954

170,555

168,600

Non-controlling interests

58,130

54,652

57,999

Total equity

234,084

225,207

226,599

Liabilities

Non-current liabilities

Interest-bearing loans and borrowings

95,637

126,250

129,326

Deferred government grants

1,372

1,612

1,460

Other payables

2,857

3,396

3,386

Provisions

4,495

3,189

4,469

Corporation tax payable

8,110

8,265

8,110

Deferred tax liabilities

17,203

18,025

17,577

Employee benefits

10,625

19,959

12,264

Total non-current liabilities

140,299

180,696

176,592

Current liabilities

Interest-bearing loans and borrowings

59,590

41,839

23,095

Trade and other payables

312,740

331,147

306,341

Provisions

14,737

12,585

15,059

Derivative financial instruments

290

150

300

Corporation tax payable

3,340

4,364

3,415

Total current liabilities

390,697

390,085

348,210

Total liabilities

530,996

570,781

524,802

Total liabilities and equity

765,080

795,988

751,401

Total Produce plc

Condensed Group Statement of Changes in Equity

for the half year ended 30 June 2011

Attributable to equity holders of the parent

Non- controlling interest

€'000

Total

equity

€'000

Share

capital

€'000

Share

premium

€'000

Currency

translation

reserve

€'000

Reval-uation

reserve

€'000

De-merger

Reserve

€'000

Own shares reserve

€'000

Other equity

reserves

€'000

Retained

earnings

€'000

Total

€'000

For the half year ended 30 June 2011 (Unaudited)

As at 1 January 2011

3,519

252,574

(6,005)

17,938

(122,521)

(8,580)

3,054

28,621

168,600

57,999

226,599

Comprehensive income

Profit for the period

-

-

-

-

-

-

-

13,607

13,607

3,104

16,711

Other comprehensive income:

Foreign currency translation effects

-

-

(2,066)

-

-

-

-

-

(2,066)

(7)

(2,073)

Foreign currency gains reclassified to profit or loss on disposal of joint venture investment

-

-

(528)

-

-

-

-

-

(528)

-

(528)

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

-

-

-

-

-

-

(27)

-

(27)

-

(27)

Actuarial gains on defined benefit pension schemes, net

-

-

-

-

-

-

-

843

843

22

865

Effective portion of cash flow hedges, net

-

-

-

-

-

-

43

-

43

(30)

13

Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

(20)

(556)

(576)

8

(568)

Total other comprehensive income

-

-

(2,594)

-

-

-

(4)

287

(2,311)

(7)

(2,318)

Total comprehensive income

-

-

(2,594)

-

-

-

(4)

13,894

11,296

3,097

14,393

Transactions with equity holders of the parent

Non-controlling interests arising on acquisition

-

-

-

-

-

-

-

-

-

130

130

Dividends

-

-

-

-

-

-

-

(4,100)

(4,100)

(3,096)

(7,196)

Share-based payment transactions

-

-

-

-

-

-

158

-

158

-

158

Total transactions with equity holders of the parent

-

-

-

-

-

-

158

(4,100)

(3,942)

(2,966)

(6,908)

As at 30 June 2011

3,519

252,574

(8,599)

17,938

(122,521)

(8,580)

3,208

38,415

175,954

58,130

234,084

Total Produce plc

Condensed Group Statement of Changes in Equity

for the half year ended 30 June 2011 (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

Non- controlling interests

€'000

Total

equity

€'000

For the half year ended 30 June 2010 (Unaudited)

As at 1 January 2010

3,519

252,574

(13,171)

17,797

(122,521)

3,637

23,353

165,188

55,771

220,959

Comprehensive income

Profit for the period

-

-

-

-

-

-

12,583

12,583

3,713

16,296

Other comprehensive income:

Foreign currency translation effects

-

-

7,252

-

-

-

-

7,252

13

7,265

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

-

-

-

-

-

39

-

39

-

39

Actuarial losses on defined benefit pension schemes, net

-

-

-

-

-

-

(12,292)

(12,292)

(182)

(12,474)

Effective portion of cash flow hedges, net

-

-

-

-

-

(53)

-

(53)

22

(31)

Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

18

1,959

1,977

20

1,997

Total other comprehensive income

-

-

7,252

-

-

4

(10,333)

(3,077)

(127)

(3,204)

Total comprehensive income

-

-

7,252

-

-

4

2,250

9,506

3,586

13,092

Transactions with equity holders of the parent

Buyout of non-controlling interests arising on acquisition

-

-

-

-

-

-

(210)

(210)

(45)

(255)

Dividends

-

-

-

-

-

-

(4,047)

(4,047)

(4,660)

(8,707)

Share-based payment transactions

-

-

-

-

-

118

-

118

-

118

Total transactions with equity holders of the parent

-

-

-

-

-

118

(4,257)

(4,139)

(4,705)

(8,844)

As at 30 June 2010

3,519

252,574

(5,919)

17,797

(122,521)

3,759

21,346

170,555

54,652

225,207

Total Produce plc

Condensed Group Statement of Changes in Equity

for the half year ended 30 June 2011 (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 2010 (Audited)

As at 1 January 2010

3,519

252,574

(13,171)

17,797

(122,521)

-

3,637

23,353

165,188

55,771

220,959

Comprehensive income

Profit for the year

-

-

-

-

-

-

-

18,337

18,337

6,888

25,225

Other comprehensive income:

Foreign currency translation effects

-

-

7,166

-

-

-

-

-

7,166

311

7,477

Revaluation gains on property, plant and equipment, net

-

-

-

283

-

-

-

-

283

153

436

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

-

-

-

-

-

-

(592)

-

(592)

-

(592)

Actuarial losses on defined benefit pension schemes, net

-

-

-

-

-

-

-

(6,770)

(6,770)

(87)

(6,857)

Effective portion of cash flow hedges, net

-

-

-

-

-

-

(19)

-

(19)

3

(16)

Deferred tax on items taken directly to other comprehensive income

-

-

-

(142)

-

-

6

1,256

1,120

13

1,133

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

-

-

-

-

-

-

-

(1,009)

(1,009)

-

(1,009)

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

-

-

-

-

-

-

-

(8)

(8)

-

(8)

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

-

-

-

-

-

-

-

30

30

-

30

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

-

-

-

-

-

-

-

266

266

-

266

Total other comprehensive income

-

-

7,166

141

-

-

(605)

(6,235)

467

393

860

Total comprehensive income

-

-

7,166

141

-

-

(605)

12,102

18,804

7,281

26,085

Transactions with equity holders of the parent

Non-controlling interests arising on acquisition

-

-

-

-

-

-

-

-

-

260

260

Buyout of non-controlling interests arising on acquisition

-

-

-

-

-

-

-

(780)

(780)

(326)

(1,106)

Contribution by non-controlling interest

-

-

-

-

-

-

-

-

-

51

51

Dividends

-

-

-

-

-

-

-

(5,947)

(5,947)

(5,038)

(10,985)

Own shares acquired

-

-

-

-

-

(8,580)

-

(107)

(8,687)

-

(8,687)

Share-based payment transactions

-

-

-

-

-

-

22

-

22

-

22

Total transactions with equity holders of the parent

-

-

-

-

-

(8,580)

22

(6,834)

(15,392)

(5,053)

(20,445)

As at 31 December 2010

3,519

252,574

(6,005)

17,938

(122,521)

(8,580)

3,054

28,621

168,600

57,999

226,599

Total Produce plc

Condensed Group Statement of Cash Flows

for the half year ended 30 June 2011

(Unaudited)

6 months to

30 June 2011

€'000

(Unaudited)

6 months to

30 June 2010

€'000

(Audited)

Year ended

31 Dec 2010

€'000

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

19,889

22,780

39,367

Movements in working capital

(24,490)

(28,877)

6,976

Net cash flows from operating activities

(4,601)

(6,097)

46,343

Investing activities

Acquisition of subsidiaries, net of cash acquired

(98)

(286)

(1,409)

Acquisition of, and investment in, joint ventures

(387)

(65)

(433)

Loans advances to joint ventures

(144)

(246)

(618)

Loans repaid from joint ventures

-

-

65

Payments of deferred consideration

(281)

(385)

(4,807)

Acquisition of property, plant and equipment

(10,599)

(3,968)

(12,788)

Proceeds from disposal of property, plant & equipment

488

1,252

2,116

Dividends received from joint ventures

1,549

853

1,948

Proceeds from disposal of joint venture

4,172

-

-

Proceeds from disposal of other financial assets

-

-

823

Research and development expenditure capitalised

(232)

(208)

(782)

Government grants received

-

2

118

Net cash flows from investing activities

(5,532)

(3,051)

(15,770)

Financing activities

Proceeds from borrowings

3,405

32,988

36,928

Repayment of borrowings

(635)

(35,029)

(37,288)

Capital element of finance lease repayments

(137)

(170)

(300)

Purchase of own shares

-

-

(8,687)

Dividends paid to equity holders of the parent

(4,100)

(4,047)

(5,947)

Acquisition of non-controlling interests

(636)

-

(470)

Capital contribution by non-controlling interests

-

-

51

Dividends paid to non-controlling interests

(3,096)

(4,660)

(5,038)

Net cash flows from financing activities

(5,199)

(10,918)

(20,751)

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

(15,332)

(20,066)

9,822

Cash, cash equivalents and bank overdrafts at start of period

97,916

84,624

84,624

Net foreign exchange difference

(200)

1,760

3,470

Cash, cash equivalents and bank overdrafts at end of period

82,384

66,318

97,916

Total Produce plc

Summary Group Reconciliation of Net Debt

for the half year ended 30 June 2011

(Unaudited)

30 June 2011

€'000

(Unaudited)

30 June 2010

€'000

(Audited)

31 Dec 2010

€'000

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

(15,332)

(20,066)

9,822

Proceeds from borrowings

(3,405)

(32,988)

(36,928)

Repayment of borrowings

635

35,029

37,288

Capital element of finance lease repayments

137

170

300

Other movements on finance leases

(1,142)

(129)

(3,774)

Finance lease arising on acquisition

-

-

(105)

Foreign exchange movement

1,411

(3,280)

(3,978)

Movement in net debt

(17,696)

(21,264)

2,625

Net debt at beginning of period

(47,935)

(50,560)

(50,560)

Net debt at end of period

(65,631)

(71,824)

(47,935)

Total Produce plc

Notes to the Interim Results for the half year ended 30 June 2011

1.

Basis of preparation

The condensed consolidated interim financial statements of Total Produce plc as at and for the six months ended 30 June 2011 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 2010, 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 2011 and the comparative six months ended 30 June 2010 are unaudited. The financial information for the year ended 31 December 2010 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 judgements, 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 judgements 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 2010.

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 5 September, 2011.

Changes in accounting policy

The following are the new standards that are effective for the Group's financial year ending on 31 December 2011 and that had no significant impact in the results of financial position of the Group for the period ended 30 June 2011:

o Improvements to IFRS's (2010)

o IAS 24 Revised: Related Party Disclosures

o Amendments to IAS 32 - Financial Instruments: Presentation - Classification of Rights Issues

o Amendments to IFRIC 14 - Prepayments of a Minimum Funding Requirement

o IFRIC 19 - Extinguishing Financial Liabilities with Equity Instruments

2.

Translation of foreign currencies

The financial information of the Group is presented in euro. Results and cash flows 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

6 months to

Closing rate

30 June

2011

30 June

2010

% change

30 June

2011

31 Dec

2010

% change

Pound Sterling

0.8697

0.8619

(0.9%)

0.9031

0.8568

(5.4%)

Swedish Krona

8.9399

9.7774

8.6%

9.1488

9.0186

(1.4%)

Czech Koruna

24.3584

25.6784

5.1%

24.3331

25.0889

3.0%

Danish Kroner

7.4561

7.4422

(0.2%)

7.4590

7.4518

(0.1%)

South African Rand

9.6719

10.0081

3.4%

9.8288

8.8750

(10.7%)

3.

Segmental Analysis

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

-

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

-

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 is involved in the procurement and distribution of fresh produce in UK.

-

Consumer Goods and Healthfoods Distribution: This operating segment includes the Group's consumer goods distribution business and its healthfoods distribution business which is a full service distributor and marketing partner to the grocery, pharmacy, optical and healthfood sectors.

In addition, a further four operating segments involved in the fresh produce business have been identified which are combined below under 'Other Fresh Produce' as they are not individually material.

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

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

(Unaudited)

6 months to

30 June 2011

(Unaudited)

6 months to

30 June 2010

(Audited)

Year ended

31 Dec 2010

Segmental

revenue

€'000

Adjusted

EBITA

€'000

Segmental

revenue

€'000

Adjusted

EBITA

€'000

Segmental

revenue

€'000

Adjusted

EBITA

€'000

Eurozone Fresh Produce

658,510

13,022

655,785

14,870

1,282,367

27,947

Scandinavian Fresh Produce

319,854

8,962

313,519

8,692

602,360

16,384

UK Fresh Produce

256,422

3,529

255,902

2,635

508,261

3,960

Other Fresh Produce

79,982

2,230

81,625

2,497

158,979

3,256

Inter -segment revenue

(21,167)

-

(14,977)

-

(33,416)

-

Total Fresh Produce

1,293,601

27,743

1,291,854

28,694

2,518,551

51,547

Consumer Goods and Healthfoods

39,479

(134)

41,214

(148)

81,909

(598)

Unallocated costs

-

(1,447)

-

(1,443)

-

(3,118)

Third party revenue and adjusted EBITA

1,333,080

26,162

1,333,068

27,103

2,600,460

47,831

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

Reconciliation of segmental profit to operating profit

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

Note

(Unaudited)

6 months to

30 June 2011

€'000

(Unaudited)

6 months to 30 June 2010

€'000

(Audited)

Year ended 31 Dec 2010

€'000

Adjusted EBITA per management reporting

26,162

27,103

47,831

Amortisation of intangible assets in subsidiaries

(i)

(2,538)

(2,548)

(5,252)

Share of joint ventures' amortisation

(ii)

(234)

(228)

(489)

Share of joint ventures' interest

(ii)

(414)

(508)

(1,181)

Share of joint ventures' tax

(ii)

(767)

(773)

(1,522)

Operating profit before exceptional items

22,209

23,046

39,387

Exceptional items

(iii)

1,612

-

(2,350)

Operating profit after exceptional items

23,821

23,046

37,037

Financial income/expense, net

(iv)

(2,098)

(1,341)

(3,441)

Profit before tax

21,723

21,705

33,596

(i)

Intangible asset amortisation is not allocated to operating segments in the Group's management reporting

(ii)

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

(iii)

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

(iv)

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

4.

Adjusted profit before tax and adjusted EBITA

For the purpose of assessing the Group's performance, Total Produce management believes that adjusted EBITA, adjusted profit before tax and adjusted earnings per share (Note 6) are the most appropriate measures of the underlying performance of the Group.

(Unaudited)

6 months to 30 June 2011

€'000

(Unaudited)

6 months to 30 June 2010

€'000

(Audited)

Year ended 31 Dec 2010

€'000

Profit before tax per income statement

21,723

21,705

33,596

Adjustments

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

(1,612)

-

2,455

Group share of tax charge of joint ventures

767

773

1,417

Amortisation of intangibles including share of joint ventures

2,772

2,776

5,741

Adjusted profit before tax

23,650

25,254

43,209

Exclude

Financial income/expense, net - Group

2,098

1,341

3,441

Financial income/expense, net - share of joint ventures

414

508

1,181

Adjusted EBITA

26,162

27,103

47,831

5.

Exceptional items

(Unaudited)

6 months to 30 June 2011

€'000

(Unaudited)

6 months to 30 June 2010

€'000

(Audited)

Year ended 31 Dec 2010

€'000

Profit on disposal of joint venture (a)

1,612

-

-

Revaluation of investment property (b)

-

-

(2,119)

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