Half Yearly Report

•

Revenue up 9.2% to €1.73 billion

•

Adjusted fully diluted EPS up 11.1% to 5.52 cent

•

Adjusted EBITDA up 11.9% to €42.6m

•

Adjusted EBITA up 10.9% to €33.5m

•

Adjusted profit before tax up 11.5% to €30.3m

•

Interim dividend increased by 15.0% to 0.736 cent per share

Key performance indicators are defined overleaf

TOTAL PRODUCE PLC INTERIM RESULTS FOR THE

SIX MONTHS ENDED 30 JUNE 2015

2015

€'million

2014

€'million

% change

Total revenue (1)

1,733

1,588

+9.2%

Group revenue

1,431

1,323

+8.2%

Adjusted EBITDA (1)  

42.6

38.1

+11.9%

Adjusted EBITA (1)

33.5

30.2

+10.9%

Operating profit (before exceptional credits)

27.2

24.5

+10.8%

Adjusted profit before tax (1)

30.3

27.2

+11.5%

Profit before tax

24.2

24.2

-

Euro cent

Euro cent

% change

Adjusted fully diluted earnings per share (1)  

5.52

4.97*

+11.1%

Basic earnings per share

4.69

4.73

(0.8%)

Diluted earnings per share

4.66

4.70

(0.9%)

Interim dividend per share

0.736

0.640

+15.0%

\* The calculation of adjusted earnings per share for the comparative period to 30 June 2014 is restated to ensure conformity with the current period calculation whereby fair value movements on contingent consideration are excluded from adjusted earnings. Management believe this presentation more fairly represents the underlying trading performance of the Group.

(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, fair value movements on contingent consideration, exceptional items and related tax on such items. It also excludes the Group's share of these items within joint ventures and associates.

Overview

Total Produce (the 'Group') has delivered very strong results for the first half of 2015. Total revenue, adjusted EBITA and adjusted fully diluted earnings per share grew by 9.2%, 10.9% and 11.1% respectively. A stronger operational performance, the benefit of recent acquisitions and to a lesser extent currency translation all contributed to the earnings growth. The Group continues to be cash generative with operating cashflows of €27.3m (2014: €20.6m) for the six months period before normal seasonal working capital outflows.

The Board is pleased to announce a 15% increase in the interim dividend to 0.736 (2014: 0.640) cent per share.

Operating review

Total revenue increased 9.2% to €1.73 billion (2014: €1.59 billion) with adjusted EBITA up 10.9% to €33.5m (2014: €30.2m). The results benefited from a stronger operational performance and recent acquisitions. There was a net positive impact on translation of the results of foreign currency denominated operations to Euro primarily due to the strength of Sterling and the US Dollar. On a like-for-like basis, excluding the effect of acquisitions, divestments and currency translation, revenue was c.2% higher on the back of higher average prices.

Financial Review

Revenue and Adjusted EBITA

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

Operating Profit

Operating profit before exceptional items increased by 10.8% to €27.2m (2014: €24.5m). In the prior period there was a €2.5m exceptional gain which is explained in further detail below. Inclusive of exceptional items, operating profit was €27.2m (2014: €27.0m).

Exceptional Items

There have been no exceptional items in the period. In the prior period, the Group recognised a fair value gain of €2.5m on a 10% investment in African Blue Limited which arose on reclassification of this interest from a financial asset to an investment in an associate. See Note 5 of the accompanying financial information for further details.

Net Financial Expense

Net financial expense for the period increased to €3.0m (2014: €2.8m) due to higher average net debt in the period from the funding of acquisitions and contingent consideration payments. The Group's share of the net interest expense of joint ventures and associates in the period was €0.1m (2014: €0.2m). Net interest cover for the period was 11.0 times based on adjusted EBITA.

Profit Before Tax

Excluding exceptional items, fair value movements on contingent consideration and acquisition related intangible asset amortisation charges and costs, the adjusted profit before tax increased by 11.5% to €30.3m (2014: €27.2m). Statutory profit before tax in the period was €24.2m (2014: €24.2m) with the comparative period benefitting from the exceptional gain of €2.5m.

Non-Controlling Interests

The non-controlling interests' share of after tax profits in the period was €3.9m (2014: €3.8m). Included in the charge was the non-controlling interests' share of amortisation charges and acquisition related costs of €0.7m (2014: €0.4m). Excluding these non-trading items, the non-controlling interests' share of after tax profits increased by €0.4m. The increase in the period was due to the higher share of after tax profits in a number of the Group's non-wholly owned subsidiaries in Continental Europe.

Adjusted and Basic Earnings per Share

Adjusted earnings per share increased 11.1% to 5.52 cent per share (2014: 4.97 cent) in the six month period. Management believe that adjusted earnings per share, which excludes exceptional items, acquisition related intangible asset amortisation charges and costs, fair value movements on contingent consideration and related tax on these items, provides a fairer reflection of the underlying trading performance of the Group.

Basic earnings per share and diluted earnings per share after these non-trading items amounted to 4.69 cent per share (2014: 4.73 cent) and 4.66 cent per share (2014: 4.70 cent) respectively with the comparative period benefitting from the €2.5m exceptional gain.

Cash Flow and Net Debt

Net debt at 30 June 2015 was €83.9m compared to €69.1m at 30 June 2014 and €16.8m at 31 December 2014. The increase compared to 31 December 2014 is due to normal seasonal working capital outflows at 30 June 2015 and higher sales. Net debt to annualised adjusted EBITDA is 1.1 times and interest is covered 11.0 times by adjusted EBITA.

The Group generated €27.3m (2014: €20.6m) in operating cash flows in the first six months of 2015 before seasonal working capital outflows of €67.1m (2014: €52.5m) which increased due to higher sales and the effect of currency translation. Cash outflows on routine capital expenditure, net of disposals, were €7.5m (2014: €5.9m). Dividends received from joint ventures and associates in the period increased to €7.3m (2014: €4.3m) while dividends paid to non-controlling interests were €1.1m (2014: €3.7m).

Cash outflows on acquisitions and contingent consideration payments relating to prior period acquisitions amounted to €17.3m (2014: €5.1m). The final 2014 dividend of €5.9m (2014: €5.5m) was paid in the period. There was an adverse movement of €3.5m on the translation of foreign currency debt into Euro at 30 June 2015 due primarily to the stronger Sterling, Swedish Krona and US Dollar exchange rates at period end compared to those prevailing at 31 December 2014.

(Unaudited)

6 months to

30 June 2015

€'million

(Unaudited)

6 months to

30 June 2014

€'million

(Audited)

Year ended

31 Dec 2014

€'million

Adjusted EBITDA

42.6

38.1

73.0

Deduct adjusted EBITDA of joint ventures and associates

(8.9)

(6.0)

(12.5)

Net financial expense and tax paid

(6.0)

(9.1)

(18.6)

Other

(0.4)

(2.4)

(4.2)

Operating cash flows before working capital movements

27.3

20.6

37.7

Working capital movements

(67.1)

(52.5)

11.7

Operating cash flows

(39.8)

(31.9)

49.4

Routine capital expenditure net of disposal proceeds

(7.5)

(5.9)

(12.0)

Dividends received from joint ventures and associates

7.3

4.3

4.6

Dividends paid to non-controlling interests

(1.1)

(3.7)

(6.5)

Free cash flow

(41.1)

(37.2)

35.5

Acquisition expenditure (including deferred and contingent consideration)

(17.3)

(5.1)

(22.7)

Net debt assumed on acquisition of subsidiaries

-

(10.8)

(10.1)

Dividends paid to equity shareholders

(5.9)

(5.5)

(7.6)

Proceeds from shares issued on exercise of share options

0.6

0.6

1.0

Other

0.1

(0.2)

(0.6)

Total net debt movement in period

(63.6)

(58.2)

(4.5)

Net debt at beginning of period

(16.8)

(11.0)

(11.0)

Foreign currency translation

(3.5)

0.1

(1.3)

Net debt at end of period

(83.9)

(69.1)

(16.8)

Defined Benefit Pension Obligations

The net liability of the Group's defined benefit pension schemes (net of deferred tax) decreased to €13.0m at 30 June 2015 from €23.6m at 31 December 2014. The decrease in the liability is primarily due to an increase in the discount rates underlying the calculations of the present value of the scheme obligations and positive returns on pension scheme assets. Further details are outlined in Note 7 of the accompanying financial information.

Shareholders' Equity

Shareholders' equity has increased by €27.3m to €244.4m in the six month period to 30 June 2015. Profit after tax in the period of €15.6m attributable to equity shareholders, remeasurement gains of €10.1m (net of deferred tax) on employee defined benefit pension schemes and a €6.5m gain on the retranslation of the net assets of foreign currency denominated operations were offset by the payment of the final 2014 dividend of €5.9m to equity shareholders of the Company.

Development Activity

The Group has invested more than €13m in the period including deferred consideration and contingent consideration payable on the achievement of future profit targets. The principal acquisition was the agreement completed in February 2015 to acquire a 50% shareholding in the Gambles Group, a North American fresh produce company based in Toronto, Canada. Gambles is one of Eastern Canada's premier fresh produce companies with 2014 sales of CAD$170m and employing over 280 staff, serving the retail, wholesale and food-service sectors. This is the fourth acquisition by Total Produce in North America since 2013. Further details on development activity in the period 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.

Share Buyback

As previously stated the Group will purchase Total Produce shares in the market as appropriate. Under the authority granted at the AGM in 2015, the Group is permitted to purchase up to 10% of its issued share capital in the market if the opportunity arises.

Dividends

The Board has declared an interim dividend of 0.736 (2014: 0.640) cent per share, which represents a 15.0% increase on the comparative period. This dividend will be paid on the 16 October 2015 to shareholders on the register at 18 September 2015 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 2015.

Outlook

Total Produce has delivered a very strong performance for the first half of 2015. Total revenue has grown 9.2% with an 11.1% increase in adjusted earnings per share. A stronger operational performance and recent acquisitions contributed to this earnings growth. In February 2015, the Group completed its fourth investment in North America with a 50% investment in Gambles, a fresh produce company based in Toronto.

The Group is pleased to announce a 15% increase in the interim dividend to 0.736 cent per share. The Group is now targeting increased full year earnings at the top end of the previously announced range of 9.2 to 10.2 cent per share.

Carl McCann, Chairman

On behalf of the Board

3 September 2015

Total Produce plc

Condensed Group Income Statement

for the half-year ended 30 June 2015

(Unaudited)

6 months to

30 June 2015

Pre-

Exceptional

€'000

(Unaudited)

6 months to

30 June 2015

Exceptional items

(Note 5)

€'000

(Unaudited)

6 months to

30 June 2015

Total

€'000

(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

(Audited)

Year ended

31 Dec 2014

Pre-

Exceptional

€'000

(Audited)

Year ended

31 Dec 2014

Exceptional items

(Note 5)

€'000

(Audited)

Year ended

31 Dec 2014

Total

€'000

Revenue, including Group share of joint ventures and associates

1,733,231

-

1,733,231

1,587,773

-

1,587,773

3,128,838

-

3,128,838

Group revenue

1,430,758

-

1,430,758

1,322,742

-

1,322,742

2,667,014

-

2,667,014

Cost of sales

(1,232,995)

-

(1,232,995)

(1,146,359)

-

(1,146,359)

(2,302,369)

-

(2,302,369)

Gross profit

197,763

-

197,763

176,383

-

176,383

364,645

-

364,645

Operating expenses

(175,433)

-

(175,433)

(155,079)

2,455

(152,624)

(324,414)

2,432

(321,982)

 Share of profit of joint ventures and associates

4,866

-

4,866

3,231

-

3,231

6,743

-

6,743

Operating profit

27,196

-

27,196

24,535

2,455

26,990

46,974

2,432

49,406

Net financial expense

(3,040)

-

(3,040)

(2,819)

-

(2,819)

(5,095)

-

(5,095)

Profit before tax

24,156

-

24,156

21,716

2,455

24,171

41,879

2,432

44,311

Income tax expense

(4,678)

-

(4,678)

(4,796)

-

(4,796)

(8,233)

(157)

(8,390)

Profit for the period

19,478

-

19,478

16,920

2,455

19,375

33,646

2,275

35,921

Attributable to:

Equity holders of the parent

15,552

15,621

29,218

Non-controlling interests

3,926

3,754

6,703

19,478

19,375

35,921

Earnings per ordinary share

Basic

4.69

4.73

8.83

Fully diluted

4.66

4.70

8.79

Adjusted fully diluted

5.52

4.97

9.45

Total Produce plc

Condensed Group Statement of Comprehensive Income

for the half-year ended 30 June 2015

(Unaudited)

6 months to 30 June 2015

€'000

(Unaudited)

6 months to 30 June 2014

€'000

(Audited)

Year ended 31 Dec 2014

€'000

Profit for the period

19,478

19,375

35,921

Other comprehensive income:

Items that may be reclassified subsequently to profit or loss:

Foreign currency translation effects:

- foreign currency net investments - subsidiaries

10,483

397

(63)

- foreign currency net investments - joint ventures and associates

2,016

168

2,009

- foreign currency borrowings designated as net investment hedges

(5,217)

113

(590)

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

-

2,455

2,455

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

-

(2,455)

(2,455)

Effective portion of cash flow hedges, net

(106)

172

326

Deferred tax on items taken directly to other comprehensive income

34

 (43)

(87)

7,210

807

1,595

Items that will not be reclassified to profit or loss:

Remeasurement gains/(losses) on defined benefit pension schemes

11,971

(17,508)

(28,666)

Revaluation gains on property, plant and equipment, net

-

-

1,122

Deferred tax on items taken directly to other comprehensive income

(1,660)

2,767

4,636

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

-

-

(52)

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

-

-

13

10,311

(14,741)

(22,947)

Other comprehensive income for the period

17,521

(13,934)

(21,352)

Total comprehensive income for the period

36,999

5,441

14,569

Attributable to:

Equity holders of the parent

32,083

1,521

7,536

Non-controlling interests

4,916

3,920

7,033

36,999

5,441

14,569

Total Produce plc

Condensed Group Balance Sheet

as at 30 June 2015

(Unaudited)

30 June 2015

€'000

(Unaudited)

30 June 2014

€'000

(Audited)

31 Dec 2014

€'000

Assets

Non-current assets

Property, plant and equipment

139,313

138,524

137,938

Investment property

7,763

7,292

7,414

Goodwill and intangible assets

167,871

161,061

162,551

Investments in joint ventures and associates

71,147

55,243

62,917

Other financial assets

752

574

698

Other receivables

2,702

4,162

2,999

Deferred tax assets

8,663

8,223

9,942

Total non-current assets

398,211

375,079

384,459

Current assets

Inventories

69,693

71,001

49,464

Trade and other receivables

381,252

368,044

282,915

Corporation tax receivable

887

280

1,802

Derivative financial instruments

63

303

425

Bank deposits

8,200

4,700

2,000

Cash and cash equivalents

90,644

92,693

113,830

Total current assets

550,739

537,021

450,436

Total assets

948,950

912,100

834,895

Equity

Share capital

3,541

3,528

3,533

Share premium

254,190

253,186

253,565

Other reserves

(105,385)

(113,547)

(111,678)

Retained earnings

92,047

69,439

71,628

Total equity attributable to equity holders of the parent

244,393

212,606

217,048

Non-controlling interests

68,479

68,072

68,341

Total equity

312,872

280,678

285,389

Liabilities

Non-current liabilities

Interest-bearing loans and borrowings

129,604

120,575

114,909

Deferred government grants

1,532

1,648

1,683

Other payables

2,389

1,976

1,696

Contingent consideration

12,749

13,282

12,105

Corporation tax payable

6,794

6,953

6,794

Deferred tax liabilities

11,882

13,385

11,991

Employee benefits

15,200

20,647

27,514

Total non-current liabilities

180,150

178,466

176,692

Current liabilities

Interest-bearing loans and borrowings

53,118

45,868

17,769

Trade and other payables

392,734

389,981

343,038

Contingent consideration

7,238

15,621

10,754

Derivative financial instruments

689

97

180

Corporation tax payable

2,149

1,389

1,073

Total current liabilities

455,928

452,956

372,814

Total liabilities

636,078

631,422

549,506

Total liabilities and equity

948,950

912,100

834,895

Total Produce plc

Condensed Group Statement of Changes in Equity

for the half-year ended 30 June 2015

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 2015 (Unaudited)

As at 1 January 2015

3,533

253,565

(4,483)

21,882

(122,521)

(8,580)

2,024

71,628

217,048

68,341

285,389

Comprehensive income

Profit for the period

-

-

-

-

-

-

-

15,552

15,552

3,926

19,478

Other comprehensive income:

Items that may be reclassified subsequently to profit or loss:

Foreign currency translation effects

-

-

6,453

-

-

-

-

-

6,453

829

7,282

Effective portion of cash flow hedges, net

-

-

-

-

-

-

(63)

-

(63)

(43)

(106)

Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

20

-

20

14

34

Items that will not be reclassified to profit or loss:

Remeasurement gains on defined benefit pension schemes, net

-

-

-

-

-

-

-

11,754

11,754

217

11,971

Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

-

(1,633)

(1,633)

(27)

(1,660)

Total other comprehensive income

-

-

6,453

-

-

-

(43)

10,121

16,531

990

17,521

Total comprehensive income

-

-

6,453

-

-

-

(43)

25,673

32,083

4,916

36,999

Transactions with equity holders of the parent

New shares issued

8

625

-

-

-

-

(243)

243

633

-

633

Acquisition of non-controlling interests

-

-

-

-

-

-

-

353

353

(4,269)

(3,916)

Disposal of shareholding to non-controlling interest

-

-

-

-

-

-

-

-

-

598

598

Dividends

-

-

-

-

-

-

-

(5,850)

(5,850)

(1,107)

(6,957)

Share-based payment transactions

-

-

-

-

-

-

126

-

126

-

126

Total transactions with equity holders of the parent

8

625

-

-

-

-

(117)

(5,254)

(4,738)

(4,778)

(9,516)

As at 30 June 2015

3,541

254,190

1,970

21,882

(122,521)

(8,580)

1,864

92,047

244,393

68,479

312,872

Total Produce plc

Condensed Group Statement of Changes in Equity

for the half-year ended 30 June 2015 (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 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

9

612

-

-

-

-

-

-

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

9

612

-

-

-

-

101

(7,003)

(6,281)

(4,372)

(10,653)

As at 30 June 2014

3,528

253,186

(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 2015 (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 2014 (Audited)

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 year

-

-

-

-

-

-

-

29,218

29,218

6,703

35,921

Other comprehensive income:

Items that may be reclassified subsequently to profit or loss:

Foreign currency translation effects

-

-

790

-

-

-

-

-

790

566

1,356

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

-

-

-

-

-

-

207

-

207

119

326

 Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

(55)

-

(55)

(32)

(87)

Items that will not be reclassified to profit or loss:

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

-

-

-

1,212

-

-

-

-

1,212

(90)

1,122

Remeasurement losses on defined benefit pension schemes, net

-

-

-

-

-

-

-

(28,208)

(28,208)

(458)

(28,666)

 Deferred tax on items taken directly to other comprehensive income

-

-

-

351

-

-

-

4,060

4,411

225

4,636

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

-

-

-

-

-

-

-

(52)

(52)

-

(52)

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

-

-

-

-

-

-

-

13

13

-

13

Total other comprehensive income

-

-

790

1,563

-

-

152

(24,187)

(21,682)

330

(21,352)

Total comprehensive income

-

-

790

1,563

-

-

152

5,031

7,536

7,033

14,569

Transactions with equity holders of the parent

New shares issued

14

991

-

-

-

-

(408)

408

1,005

-

1,005

Acquisition of non-controlling interests

-

-

-

-

-

-

-

(1,565)

(1,565)

(723)

(2,288)

NCI disposed on derecognition of pre-existing relationship with acquiree

-

-

-

-

-

-

-

-

-

(327)

(327)

Contribution by non-controlling interests

-

-

-

-

-

-

-

-

-

375

375

Dividends

-

-

-

-

-

-

-

(7,615)

(7,615)

(6,541)

(14,156)

Share-based payment transactions

-

-

-

-

-

-

321

-

321

-

321

Total transactions with equity holders of the parent

14

991

-

-

-

-

(87)

(8,772)

(7,854)

(7,216)

(15,070)

As at 31 December 2014

3,533

253,565

(4,483)

21,882

(122,521)

(8,580)

2,024

71,628

217,048

68,341

285,389

Total Produce plc

Condensed Group Statement of Cash Flows

for the half-year ended 30 June 2015

(Unaudited)

6 months to

30 June 2015

€'000

(Unaudited)

6 months to

30 June 2014

€'000

(Audited)

Year ended

31 Dec 2014

€'000

Net cash flows from operating activities (Note 11)

(39,826)

(31,878)

49,404

Investing activities

Acquisition of subsidiaries

(57)

(1,831)

(11,499)

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

-

(7,391)

(6,746)

Cash derecognised on subsidiary becoming a joint venture

-

(97)

(97)

Acquisition of, and investment in joint ventures and associates

(7,137)

(1,000)

(3,581)

Acquisition of other financial assets

-

-

(106)

Payments of contingent consideration

(8,467)

(412)

(5,524)

Payments of deferred consideration

(689)

(806)

(806)

Acquisition of property, plant and equipment

(6,593)

(5,508)

(11,473)

Acquisition of intangible assets - computer software

(1,797)

(720)

(1,269)

Development expenditure capitalised

(171)

(86)

(200)

Proceeds from disposal of property, plant and equipment

887

361

744

Loans advanced to joint ventures and associates

-

(101)

(180)

Dividends received from joint ventures and associates

7,265

4,254

4,562

Government grants received

-

110

323

Net cash flows from investing activities

(16,759)

(13,227)

(35,852)

Financing activities

Drawdown of borrowings

55,974

8,526

26,001

Repayment of borrowings

(52,096)

(4,153)

(16,706)

(Increase)/decrease in bank deposits

(6,200)

40

2,740

Capital element of finance lease repayments

(949)

(713)

(1,615)

Proceeds from the issue of share capital

633

621

1,005

Dividends paid to equity holders of the parent

(5,850)

(5,495)

(7,615)

Acquisition of non-controlling interests

(1,000)

(981)

(981)

Proceeds from disposal of shareholding to non-controlling interest

598

-

-

Capital contribution by non-controlling interests

-

55

375

Dividends paid to non-controlling interests

(1,107)

(3,705)

(6,541)

Net cash flows from financing activities

(9,997)

(5,805)

(3,337)

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

(66,582)

(50,910)

10,215

Cash, cash equivalents and overdrafts at start of period

110,390

101,178

101,178

Net foreign exchange difference

1,820

(179)

(1,003)

Cash, cash equivalents and overdrafts at end of

the period (Note 12)

45,628

50,089

110,390

Total Produce plc

Condensed Summary Group Reconciliation of Net Debt

for the half-year ended 30 June 2015

(Unaudited)

6 months to

30 June 2015

€'000

(Unaudited)

6 months to

30 June 2014

€'000

(Audited)

Year ended

31 Dec 2014

€'000

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

(66,582)

(50,910)

10,215

Repayment of borrowings

52,096

4,153

16,706

Drawdown of borrowings

(55,974)

(8,526)

(26,001)

Increase/(decrease) in bank deposits

6,200

(40)

(2,740)

Interest-bearing loans and borrowings arising on acquisition

-

(1,620)

(1,618)

Finance leases arising on acquisition

-

(1,766)

(1,766)

Capital element of finance lease repayments

949

713

1,615

Other movements on finance leases

(227)

(151)

(961)

Foreign exchange movement

(3,492)

84

(1,311)

Movement in net debt

(67,030)

(58,063)

(5,861)

Net debt at beginning of the period

(16,848)

(10,987)

(10,987)

Net debt at end of the period (Note 12)

(83,878)

(69,050)

(16,848)

Total Produce plc

Notes to the Interim Results for the half-year ended 30 June 2015

1.

Basis of preparation

The condensed consolidated interim financial statements of Total Produce plc as at and for the six months ended 30 June 2015 have been prepared in accordance with IAS 34 Interim Financial Reporting, as adopted by the EU. The accounting policies and methods of computation adopted in the preparation of the financial information are consistent with those set out in the Group's consolidated financial statements for the year ended 31 December 2014, 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 2015 and the comparative six months ended 30 June 2014 is unaudited. The financial information for the year ended 31 December 2014 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 2014.

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 2 September 2015.

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 2015 and that had no significant impact on the results and financial position of the Group for the period ended 30 June 2015.

· Annual Improvements to IFRSs 2011-2013 Cycle

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 accounted for in 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

2015

30 June

2014

% change

30 June

2015

31 Dec

2014

% change

Canadian Dollar

1.3787

1.5037

8.3%

1.3842

1.4015

1.2%

Czech Koruna

27.4561

27.4414

(0.1%)

27.2530

27.7147

1.7%

Danish Kroner

7.4559

7.4627

0.1%

7.4604

7.4463

(0.2%)

Indian Rupee

70.3084

82.7740

15.1%

71.1633

76.3804

6.8%

Polish Zloty

4.1360

4.1672

0.7%

4.1913

4.2981

2.5%

Pound Sterling

0.7258

0.8170

11.2%

0.7111

0.7760

8.4%

Swedish Krona

9.3387

8.9634

(4.2%)

9.2148

9.4725

2.7%

US Dollar

1.1173

1.3711

18.5%

1.1160

1.2101

7.8%

3.

Segmental Analysis

The table below details a segmental breakdown of the Group's total revenue and adjusted EBITA for the six months ended 30 June 2015, the six months ended 30 June 2014 and the full year ended 31 December 2014. The information for the comparative period to 30 June 2014 and for the full year ended 31 December 2014 have been reclassified to conform to the current year presentation. The Group previously reported the results of a number of businesses involved in the marketing and distribution of healthfoods and consumer products as a separate operating segment. The combined results of these businesses, with revenue in the period of €72m, are positive and are not considered to be material, individually or in aggregate.  In order to align with current management reporting, the relevant businesses are now presented within the Eurozone, Non-Eurozone and International operating segments as appropriate.

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

-

Europe - Eurozone: This reportable segment is an aggregation of twelve operating segments in France, Ireland, Italy, the Netherlands and Spain primarily involved in the procurement, marketing and distribution of fresh produce and some healthfoods and consumer goods products. These operating segments have been aggregated because they have similar economic characteristics.

-

Europe - Non-Eurozone: This operating segment is an aggregation of six operating segments in Scandinavia, United Kingdom, Poland and the Czech Republic primarily involved in the procurement, marketing and distribution of fresh produce and some healthfoods and consumer goods products. These operating segments have been aggregated because they have similar economic characteristics.

-

International: This segment is an aggregation of five operating segments in North America and India primarily involved in the procurement, marketing and distribution of fresh produce and some healthfoods products.

Segment performance is evaluated based on revenue and adjusted EBITA. Management believe 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, acquisition related intangible asset amortisation charges and costs, remeasurement to fair value of contingent consideration estimates and exceptional items. It also excludes the Group's share of these items within joint ventures and associates. Adjusted EBITA is therefore, measured differently from operating profit in the Group financial statements as explained and reconciled in full detail in the analysis below.

Finance costs, finance income and income taxes 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 2015

(Unaudited)

6 months to

30 June 2014*

(Audited)

Year ended

31 Dec 2014*

Total

revenue

€'000

Adjusted

EBITA

€'000

Total

revenue

€'000

Adjusted

EBITA

€'000

Total

revenue

€'000

Adjusted

EBITA

€'000

Europe - Eurozone

832,782

12,164

795,427