Total Produce plc : Half Yearly Report

?

Revenue (1)up 18.8% to ?1.7 billion

?

Adjusted EBITDA (1)up 7.5% to ?39.1m

?

Adjusted EBITA (1)up 9.8% to ?31.4m

?

Adjusted profit before tax (1)up 13.7% to ?28.2m

?

Adjusted earnings per share (1)up 10.2% to 4.84 cent

?

Interim dividend increased by 7.5% to 0.6095 cent per share

(1)

Key performance indicators are defined overleaf

"Total Produce has continued to deliver good results in 2013 with an 18.8% increase in revenues and a 10.2% increase in earnings. The Group's strong performance is driven by its overseas expansion programme.

The Group expanded into the North American Market in January 2013 with an agreement to acquire 65% of the Oppenheimer group, 35% initially with a commitment to acquire a further 30% in 2017.

Trading conditions are satisfactory and the Group is revising upwards its full year earnings target into the upper half of the range between 8.00 to 8.80 cent per share. The Group is pleased to announce a 7.5% increase in the interim dividend to 0.6095 cent per share."

3 September 2013

TOTAL PRODUCE PLC INTERIM RESULTS FOR THE

SIX MONTHS ENDED 30 JUNE 2013

2013

?'million

2012*

?'million

% change

Total revenue (1)

1,663

1,399

+18.8%

Group revenue

1,373

1,214

+ 13.2%

Adjusted EBITDA (1)

39.1

36.4

+7.5%

Adjusted EBITA (1)

31.4

28.6

+9.8%

Operating profit

25.9

23.4

+10.6%

Adjusted profit before tax (1)

28.2

24.8

+13.7%

Profit before tax

22.9

20.1

+14.0%

Euro cent

Euro cent

% change

Adjusted earnings per share (1)

4.84

4.40

+ 10.2%

Basic and diluted earnings per share

4.03

3.65

+ 10.4%

Interim dividend per share

0.6095

0.5670

+7.5%

(1) Key performance indicators defined

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

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

Adjusted 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.

* 2012 comparatives have been re-stated in accordance with IAS 19: Employee Benefits (2011)

Summary of Results

Total Produce (the 'Group') has recorded a good first half performance with an 18.8% increase in revenue (1) and adjusted earnings per share (1) growth of 10.2%. Continued overseas expansion and satisfactory market conditions underpinned the continuing strong trading performance in 2012 extending into 2013.

Revenue grew 18.8% to ?1.66 billion (2012: ?1.40 billion) with adjusted EBITA (1) up 9.8% to ?31.4m (2012: ?28.6m). Trading conditions overall were improved on the same period in 2012 and the results were assisted by the contribution of acquisitions completed in the past fifteen months offset in part by the divestment of the Group's 25% interest in Capespan Group Limited ('Capespan South Africa'). The effect of currency translation on the reported results was not material in the period. On a like-for-like basis, excluding impact of acquisitions, divestments and currency translation, revenue was up c. 11% in the period.

Operating profit before exceptional items increased 12.1% to ?25.9m (2012: ?23.1m). The Group recognised an exceptional profit of ?0.2m in the period relating to the divestment of the Group's 25% associate investment in Capespan South Africa which was offset by a ?0.2m impairment arising on the revaluation of investment property. This compares to an exceptional profit of ?0.3m in the comparative period following the disposal of the Group's 50% interest in Capespan Europe. After these exceptional items, operating profit of ?25.9m (2012: ?23.4m) was up 10.6% on the same period in 2012.

Statutory profit before tax in the period was ?22.9m (2012: ?20.1m). Excluding exceptional items and acquisition related intangible asset amortisation charges and costs, adjusted profit before tax (1) increased by 13.7% to ?28.2m (2012: ?24.8m).

The Group continues to be cash generative, with operating cash flows of ?25.4m for the six month period (2012: ?20.6m) before seasonal working capital outflows.

The Group has concluded a number of investments in the first half of 2013 for a total consideration of ?17.6m. The most significant investment being the acquisition of an initial 35% interest in the Oppenheimer Group on 7 January 2013, with a further 30% to be acquired in 2017. This development represents the Group's first investment in the North American market where the Oppenheimer Group is a leading distribution and marketing company with thirteen locations, of which nine are in the USA, three are in Canada and one in Chile.

In line with the Group's progressive dividend policy, the Board is pleased to announce a 7.5% increase in the interim dividend to 0.6095 cent per share.

The table below details a segmental breakdown of the Group's revenue and adjusted EBITA for the six months ended 30 June 2013.Segment performance is evaluated based on revenue and adjusted EBITA.

(Unaudited)

6 months to 30 June 2013

(Unaudited)

6 months to 30 June 2012

Segmental

revenue

?'000

Adjusted

EBITA

?'000

Segmental

revenue

?'000

Adjusted

EBITA*

?'000

Fresh Produce

- Eurozone

774,663

12,845

661,011

9,572

- Northern Europe

477,884

12,711

397,766

12,280

- UK

247,725

2,667

244,573

3,465

- International

131,955

1,551

65,764

1,485

Inter-segment revenue

(25,488)

-

(21,704)

-

Total Fresh Produce

1,606,739

29,774

1,347,410

26,802

Healthfoods and Consumer Products

56,034

1,615

52,054

1,791

Third party revenue and adjusted EBITA

1,662,773

31,389

1,399,464

28,593

*2012 comparatives have been re-stated in accordance with IAS 19: Employee Benefits (2011) and also to conform to the current period 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.

Revenue in the division increased by 19.2% in the period to ?1,607m (2012: ?1,347m) with adjusted EBITA increasing 11.1% to ?29.8m (2012: ?26.8m). Net EBITA margins in the Fresh Produce Division at 1.85% were slightly down on the comparable period. The results were assisted by acquisitions in the past fifteen months offset to some extent by the divestment of the Group's 25% interest in Capespan South Africa in April 2013.

Trading conditions overall were improved on the same period in 2012 with a strong performance in the Eurozone and Northern Europe offset to a lesser extent by weaker conditions in the UK. The effect of currency translation on the reported results was not material in the period. On a like-for-like basis excluding impact of acquisitions, divestments and currency translation, revenue increased 11% due to both volume and average price increases.

Further information on each reporting segment follows.

Eurozone

Revenue in the Eurozone division increased by 17.2% in the period to ?775m (2012: ?661m) with a 34.2% increase in adjusted EBITA to ?12.8m (2012: ?9.6m). The increase was due to the contribution of acquisitions completed in the past fifteen months and improved trading conditions in certain Continental European locations. Excluding the effect of acquisitions, revenue on a like-for-like basis was up 11% in the period due to both volume and price increases.

Northern Europe

Reported revenue in the Group's Northern European business increased by 20.1% to ?478m (2012: ?398m) with adjusted EBITA increasing by 3.5% to ?12.7m (2012: ?12.3m). The increase in revenue was due to a mix of volume and average price increases, the continued introduction of new product lines and the impact of favourable currency translation in the period.

UK

Reported revenue in the Group's UK division increased by 1.3% in the period to ?248m (2012: ?245m) with adjusted EBITA decreasing by 23% to ?2.7m (2012: ?3.5m). The results were impacted by the weakening of Sterling by 4.9% which led to lower reported revenues and profits on translation to Euro and also by the late start to Spring in 2013 due to cold conditions continuing into April.

International

Reported revenue in the Group's International business increased by 101% to ?132m (2012: ?66m) with adjusted EBITA increasing 4.4% to ?1.6m (2012: ?1.5m). The results benefitted from the acquisition of Oppenheimer in January 2013 offset by the impact of the divestment of Capespan South Africa in April 2013.

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 7.6% in the period to ?56m (2012: ?52m), with a net adjusted EBITA decreasing to ?1.6m (2012: ?1.8m). The revenue increase was due to the positive contribution from acquisitions completed in the second half of 2012 with a marginal decrease in the net margin due to a change in product mix.

Financial Review

Exceptional Items

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 period there was an exceptional loss of ?0.2m (2012: ?Nil) relating to the revaluation of investment property. In the comparative period in 2012, there was an exceptional gain of ?0.3m relating to the sale of the Group's joint venture interest in Capespan Europe. See Note 5 of the accompanying financial information for further details regarding these items.

Net Financial Expense

Net financial expense for the period was ?3.0m (2012: ?3.3m). The decrease of ?0.3m in the period is largely due to lower average debt in the period assisted by proceeds received following the divestment of Capespan South Africa.

The Group's share of the net interest expense of joint ventures and associates in the period was ?0.2m (2012: ?0.5m). Net interest cover for the period was 10.4 times based on adjusted EBITA.

Profit Before Tax

Statutory profit before tax in the period was ?22.9m (2012: ?20.1m). Excluding exceptional items, acquisition related intangible asset amortisation charges and costs, adjusted profit before tax (1) increased by 13.7% to ?28.2m (2012: ?24.8m).

Non-Controlling Interests

The non-controlling interests' share of after tax profits in the period was ?4.3m (2012: ?3.3m). The increase was due to higher 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 2013 increased 10.2% to 4.84 cent per share (2012: 4.40 cent). The adjusted earnings per share for 2012 has been re-stated in accordance with the amendments in IAS 19: Employee Benefits (2011)from 4.48 cent per share, as previously reported, to 4.40 cent per share.

Management believe that adjusted earnings per shareexcluding exceptional items, acquisition related intangible asset charges and costs and related tax on these items gives a fair reflection of the underlying trading performance of the Group. Basic earnings per share after these non-trading items amounted to 4.03 cent (2012: 3.65 cent).

Cash Flow

Net debt at 30 June 2013 was ?74.1m compared to ?94.6m at 30 June 2012 and ?53.0m at 31 December 2012. At 30 June 2013, the Group had available cash balances of ?88.6m and interest bearing borrowings (including overdrafts) of ?162.7m. Net debt to annualised adjusted EBITDA is 1.0 times and interest is covered 10.4 times by adjusted EBITA.

The Group generated ?25.4m (2012: ?20.6m) in operating cash flows in the first six months of 2013 before seasonal working capital outflows of ?44.3m (2012: ?28.0m). The high seasonal working capital outflow in the period was due to increased sales and the effect of the reversal of exceptional working capital inflow at 31 December 2012. Cash outflows on routine capital expenditure, net of disposals, were ?5.7m (2012: ?3.8m). Dividends received from joint ventures & associates increased to ?3.7m (2012: ?2.5m) while dividends paid to non-controlling interests also increased to ?3.4m (2012: ?3.3m) in the period.

Cash outflows on acquisitions and contingent consideration payments amounted to ?14.8m in the period. As highlighted earlier, the Group sold its investment in Capespan South Africa and received cash proceeds of ?21.7m in the period. The final 2012 dividend of ?5.0m (2011: ?4.5m) was also paid in the period.

There was a positive impact of ?2.1m on translation of foreign currency net debt into Euro at 30 June 2013 due primarily to the weaker Sterling and Swedish Krona exchange rates at the period end compared to the rates prevailing at 31 December 2012.

(Unaudited)

6 months to 30 June 2013

?'million

(Unaudited)

6 months to 30 June 2012*

?'million

(Audited)

Year ended 31 Dec 2012*

?'million

Adjusted EBITDA

39.1

36.4

69.7

Deduct adjusted EBITDA of joint ventures & associates

(6.3)

(5.4)

(11.4)

Net interest and tax paid

(6.4)

(8.4)

(17.6)

Other

(1.0)

(2.0)

(2.7)

Operating cash flows before working capital movements

25.4

20.6

38.0

Working capital movements

(44.3)

(28.0)

12.1

Operating cash flows

(18.9)

(7.4)

50.1

Routine capital expenditure net of disposal proceeds

(5.7)

(3.8)

(7.9)

Dividends received from joint ventures & associates

3.7

2.5

2.9

Dividends paid to non-controlling interests

(3.4)

(3.3)

(3.9)

Free cash flow

(24.3)

(12.0)

41.2

Disposal of an associate/joint venture interest

21.7

8.5

8.5

Acquisition expenditure (including contingent consideration)

(14.8)

(8.1)

(14.8)

Development capital expenditure

(0.6)

(0.6)

(3.8)

Dividends paid to equity shareholders

(5.0)

(4.5)

(6.3)

Other

(0.2)

(0.2)

(0.1)

Total net debt movement in period

(23.2)

(16.9)

24.7

Net debt at beginning of period

(53.0)

(75.6)

(75.6)

Foreign currency translation

2.1

(2.1)

(2.1)

Net debt at end of period

(74.1)

(94.6)

(53.0)

*2012 comparatives have been re-stated in accordance with IAS 19: Employee Benefits (2011)

Defined Benefit Pension Obligations

The net liability of the Group's defined benefit pension schemes (net of deferred tax) increased to ?26.6m at 30 June 2013 from ?23.7m at 31 December 2012. The increase in the liability is due to a decrease in the discount rates in Ireland and the Eurozone underlying the calculations of the present value of scheme obligations partially offset by increased return on pension scheme assets and an increase in discount rate in the UK.

The Group adopted IAS 19: Employee Benefits (2011)from 1 January 2013 with retrospective application to 2012 as required by the standard. Comparative numbers for 2012 have been re-stated to reflect any changes resulting from the amendment to the standard. See Note 1 of the accompanying financial information for further details.

Shareholders' Equity

Shareholders' equity has decreased marginally by ?2.0m to ?185.8m in the six month period to 30 June 2013. Earnings in the period of ?13.3m attributable to equity shareholders were offset by losses of ?4.7m on the retranslation of the net assets of foreign currency denominated operations, actuarial losses of ?3.5m (net of deferred tax) on employee defined benefit pension schemes, revaluation losses of ?2.2m (net of deferred tax) following the revaluation of property and the payment of the final 2012 dividend of ?5.0m to equity shareholders of the Company.

Development Activity

In the six month period ended 30 June 2013, the Group invested over ?17.6m in the business, including estimated contingent consideration of up to ?2.8m payable on the achievement of future profit targets.

On 7 January 2013 the Group announced the completion of an agreement to acquire a 65% majority shareholding in the Oppenheimer Group in two stages over five years. The acquisition of an initial 35% of the Oppenheimer shares were completed on this date in January for an initial cash payment of CAD$15.0m (?11.4m) with additional consideration payable on these shares if certain profit targets are met. The fair value of the contingent consideration recognised at the date of acquisition of ?2.6m was arrived at by discounting the expected payment to present value. A further 30% shareholding will be purchased in 2017 for a price to be determined based on future profits. The total consideration payable for the 65% shareholding is estimated not to exceed CAD$40.0m (?30.0m) at completion.

In addition to the activity detailed above, the Group made a number of other bolt-on acquisitions and invested in new and existing joint ventures in the period. The Group continues to actively pursue further investment opportunities in both new and existing markets.

Share Buyback

Under the authority granted at the AGM in 2013, 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 0.6095 cent per share, representing a 7.5% increase on the 2012 interim dividend of 0.5670 cent per share. This dividend will be paid on the 18 October 2013 to shareholders on the register at 20 September 2013 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 2013.

Outlook

Total Produce has continued to deliver good results in 2013 with an 18.8% increase in revenues and a 10.2% increase in earnings. The Group's strong performance is driven by its overseas expansion programme.

The Group expanded into the North American Market in January 2013 with an agreement to acquire 65 % of the Oppenheimer group, 35% initially with a commitment to acquire a further 30% in 2017.

Trading conditions are satisfactory and the Group is revising upwards its full year earnings target into the upper half of the range between 8.00 to 8.80 cent per share. The Group is pleased to announce a 7.5% increase in the interim dividend to 0.6095 cent per share.

Carl McCann, Chairman

On behalf of the Board

3 September 2013

(1)

See page 2 of this announcement for a definition of the Group's key performance indicators.

Total Produce plc

Condensed Group Income Statement

for the half year ended 30 June 2013

(Unaudited)

6 months to

30 June 2013

Pre-

exceptional

?'000

(Unaudited)

6 months to

30 June 2013

Exceptional items

?'000

(Unaudited)

6 months to

30 June 2013

Total

?'000

(Unaudited)

6 months to

30 June 2012*

Pre-

exceptional

?'000

(Unaudited)

6 months to

30 June 2012*

Exceptional items

?'000

(Unaudited)

6 months to

30 June 2012*

Total

?'000

(Audited)

Year ended

31 Dec 2012*

Pre-

exceptional

?'000

(Audited)

Year ended

31 Dec 2012*

Exceptional items

?'000

(Audited)

Year ended

31 Dec 2012*

Total

?'000

Revenue, including Group share of joint ventures & associates

1,662,773

-

1,662,773

1,399,464

-

1,399,464

2,810,571

-

2,810,571

Group revenue

1,373,204

-

1,373,204

1,213,604

-

1,213,604

2,431,826

-

2,431,826

Cost of sales

(1,195,333)

-

(1,195,333)

(1,052,111)

-

(1,052,111)

(2,092,874)

-

(2,092,874)

Gross profit

177,871

-

177,871

161,493

-

161,493

338,952

-

338,952

Operating expenses

(154,900)

(16)

(154,916)

(140,604)

303

(140,301)

(301,031)

303

(300,728)

Share of profit of joint ventures & associates

2,922

-

2,922

2,209

-

2,209

4,572

-

4,572

Operating profit

25,893

(16)

25,877

23,098

303

23,401

42,493

303

42,796

Net financial expense

(3,009)

-

(3,009)

(3,348)

-

(3,348)

(6,410)

-

(6,410)

Profit before tax

22,884

(16)

22,868

19,750

303

20,053

36,083

303

36,386

Income tax (expense)/credit

(5,327)

63

(5,264)

(4,707)

-

(4,707)

(8,222)

43

(8,179)

Profit for the period

17,557

47

17,604

15,043

303

15,346

27,861

346

28,207

Attributable to:

Equity holders of the parent

13,306

12,035

21,127

Non-controlling interests

4,298

3,311

7,080

17,604

15,346

28,207

Earnings per ordinary share

Basic

4.03

3.65 cent

6.40 cent

Fully diluted

4.03

3.65 cent

6.40 cent

Total Produce plc

Condensed Group Statement of Comprehensive Income

for the half year ended 30 June 2013

(Unaudited)

6 months to 30 June 2013

?'000

(Unaudited)

6 months to 30 June 2012*

?'000

(Audited)

Year ended 31 Dec 2012*

?'000

Profit for the period

17,604

15,346

28,207

Other comprehensive income:

Items that may be reclassified subsequently to profit or loss:

Foreign currency translation effects:

-foreign currency net investments - subsidiaries

(6,546)

3,515

5,282

-foreign currency net investments - joint ventures & associates

(2,247)

268

367

-foreign currency borrowings designated as net investment hedges

2,793

(1,584)

(2,606)

-foreign currency losses reclassified to income statement on disposal of associate/joint venture investment

1,044

1,489

1,489

Effective portion of cash flow hedges, net

59

(18)

2

Deferred tax on items taken directly to other comprehensive income

(24)

3

(1)

Share of joint ventures & associates fair value adjustments on AFS equity investments

(15)

-

-

Items that will not be reclassified to profit or loss:

Actuarial losses on defined benefit pension schemes

(3,726)

(6,851)

(11,543)

Revaluation gains on property, plant and equipment, net

-

-

1,771

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

(2,977)

-

-

Deferred tax on items taken directly to other comprehensive income

846

875

1,736

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

-

-

(331)

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

-

-

116

Other comprehensive income for the period

(10,793)

(2,303)

(3,718)

Total comprehensive income for the period

6,811

13,043

24,489

Attributable to:

Equity holders of the parent

2,823

9,740

17,022

Non-controlling interests

3,988

3,303

7,467

6,811

13,043

24,489

Total Produce plc

Condensed Group Balance Sheet

as at 30 June 2013

(Unaudited)

30 June 2013

?'000

(Unaudited)

30 June 2012

?'000

(Audited)

31 Dec 2012

?'000

Assets

Non-current assets

Property, plant and equipment

132,379

134,829

138,753

Investment property

10,470

11,084

11,067

Goodwill and intangible assets

145,865

152,091

152,098

Investments in joint ventures and associates

53,419

59,045

62,086

Other financial assets

603

637

636

Other receivables

5,303

5,563

6,505

Deferred tax assets

8,678

7,488

9,473

Total non-current assets

356,717

370,737

380,618

Current assets

Inventories

55,709

44,217

45,565

Trade and other receivables

372,338

326,783

279,263

Corporation tax receivable

1,522

966

1,971

Derivative financial instruments

549

873

-

Bank deposits

-

-

3,799

Cash and cash equivalents

88,623

78,103

105,692

Total current assets

518,741

450,942

436,290

Total assets

875,458

821,679

816,908

Equity

Share capital

3,519

3,519

3,519

Share premium

252,574

252,574

252,574

Other reserves

(116,786)

(112,748)

(110,043)

Retained earnings

46,510

38,776

41,752

Total equity attributable to equity holders of the parent

185,817

182,121

187,802

Non-controlling interests

64,590

60,117

64,162

Total equity

250,407

242,238

251,964

Liabilities

Non-current liabilities

Interest-bearing loans and borrowings

133,853

146,840

154,797

Deferred government grants

1,876

1,444

1,876

Other payables

1,981

2,580

1,881

Provisions

14,091

15,872

15,336

Corporation tax payable

7,569

7,754

7,569

Deferred tax liabilities

14,438

16,433

16,100

Employee benefits

31,038

24,080

28,324

Total non-current liabilities

204,846

215,003

225,883

Current liabilities

Interest-bearing loans and borrowings

28,875

25,857

7,721

Trade and other payables

383,465

332,107

326,805

Provisions

3,882

3,396

1,785

Derivative financial instruments

58

691

341

Corporation tax payable

3,925

2,387

2,409

Total current liabilities

420,205

364,438

339,061

Total liabilities

625,051

579,441

564,944

Total liabilities and equity

875,458

821,679

816,908

Total Produce plc

Condensed Group Statement of Changes in Equity

for the half year ended 30 June 2013

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 AFS equity investments

-

-

-

-

-

-

-

(15)

(15)

-

(15)

Items that will not be reclassified to profit or loss:

Actuarial 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)

Buyout 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 2013 (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 2012 (Unaudited)*

As at 1 January 2012

3,519

252,574

(5,808)

19,296

(122,521)

(8,580)

1,153

37,066

176,699

60,041

236,740

Comprehensive income

Profit for the period

-

-

-

-

-

-

-

12,035

12,035

3,311

15,346

Other comprehensive income:

Items that may be reclassified subsequently to profit or loss:

Foreign currency translation effects

-

-

3,585

-

-

-

-

-

3,585

103

3,688

Effective portion of cash flow hedges, net

-

-

-

-

-

-

(13)

-

(13)

(5)

(18)

Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

4

-

4

(1)

3

Items that will not be reclassified to profit or loss:

Actuarial losses on defined benefit pension schemes, net

-

-

-

-

-

-

-

(6,731)

(6,731)

(120)

(6,851)

Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

-

860

860

15

875

Total other comprehensive income

-

-

3,585

-

-

-

(9)

(5,871)

(2,295)

(8)

(2,303)

Total comprehensive income

-

-

3,585

-

-

-

(9)

6,164

9,740

3,303

13,043

Transactions with equity holders of the parent :

Contribution by non-controlling interests

-

-

-

-

-

-

-

-

-

57

57

Dividends

-

-

-

-

-

-

-

(4,454)

(4,454)

(3,284)

(7,738)

Share-based payment transactions

-

-

-

-

-

-

136

-

136

-

136

Total transactions with equity holders of the parent

-

-

-

-

-

-

136

(4,454)

(4,318)

(3,227)

(7,545)

3,519

252,574

(2,223)

19,296

(122,521)

(8,580)

1,280

38,776

182,121

60,117

242,238

Total Produce plc

Condensed Group Statement of Changes in Equity

for the half year ended 30 June 2013 (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 2012 (Audited)*

As at 1 January 2012

3,519

252,574

(5,808)

19,296

(122,521)

(8,580)

1,153

37,066

176,699

60,041

236,740

Comprehensive income

Profit for the year

-

-

-

-

-

-

-

21,127

21,127

7,080

28,207

Other comprehensive income:

Items that may be reclassified subsequently to profit or loss:

Foreign currency translation effects

-

-

4,325

-

-

-

-

-

4,325

207

4,532

Effective portion of cash flow hedges, net

-

-

-

-

-

-

2

-

2

-

2

Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

(1)

-

(1)

-

(1)

Items that will not be reclassified to profit or loss:

Actuarial losses on defined benefit pension schemes, net

-

-

-

-

-

-

-

(11,371)

(11,371)

(172)

(11,543)

Revaluation gains on property, plant and equipment, net

-

-

-

1,422

-

-

-

-

1,422

349

1,771

Deferred tax on items taken directly to other comprehensive income

-

-

-

196

-

-

-

1,537

1,733

3

1,736

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

-

-

-

-

-

-

-

(331)

(331)

-

(331)

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

-

-

-

-

-

-

-

116

116

-

116

Total other comprehensive income

-

-

4,325

1,618

-

-

1

(10,049)

(4,105)

387

(3,718)

Total comprehensive income

-

-

4,325

1,618

-

-

1

11,078

17,022

7,467

24,489

Transactions with equity holders of the parent

Non-controlling interests arising on acquisition

-

-

-

-

-

-

-

-

-

481

481

Acquisition of non-controlling interests

-

-

-

-

-

-

-

(68)

(68)

-

(68)

Contribution by non-controlling interests

-

-

-

-

-

-

-

-

-

59

59

Dividends

-

-

-

-

-

-

-

(6,324)

(6,324)

(3,886)

(10,210)

Share-based payment transactions

-

-

-

-

-

-

473

-

473

-

473

Total transactions with equity holders of the parent

-

-

-

-

-

-

473

(6,392)

(5,919)

(3,346)

(9,265)

As at 31 December 2012

3,519

252,574

(1,483)

20,914

(122,521)

(8,580)

1,627

41,752

187,802

64,162

251,964

Total Produce plc

Condensed Group Statement of Cash Flows

for the half year ended 30 June 2013

(Unaudited)

6 months to

30 June 2013

?'000

(Unaudited)

6 months to

30 June 2012

?'000

(Audited)

Year ended

31 Dec 2012

?'000

Net cash flows from operating activities (Note 11)

(18,931)

(7,423)

50,058

Investing activities

Acquisition of subsidiaries, net of cash acquired

(822)

(635)

(3,307)

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

(12,114)

(7,131)

(9,648)

Acquisition of other financial assets

-

(2)

(2)

Payments of contingent consideration

(1,867)

(311)

(1,855)

Acquisition of property, plant & equipment

(5,621)

(4,535)

(11,892)

Proceeds from disposal of property, plant & equipment

157

440

874

Dividends received from joint ventures & associates

3,652

2,466

2,909

Proceeds from disposal of associate/joint venture

21,677

8,456

8,456

Research and development expenditure capitalised

(80)

(77)

(146)

Software costs capitalised

(243)

(235)

(649)

Government grants received

131

18

599

Net cash flows from investing activities

4,870

(1,546)

(14,661)

Financing activities

Total Produce plc

Condensed Summary Group Reconciliation of Net Debt

for the half year ended 30 June 2013

(Unaudited)

30 June 2013

?'000

(Unaudited)

30 June 2012

?'000

(Audited)

31 Dec 2012

?'000

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

(26,066)

(31,439)

2,043

Net repayment of borrowings

18,100

14,212

6,621

(Decrease)/increase in bank deposits

(3,799)

-

3,799

(Decrease)/increase in cash held in escrow

(11,360)

-

11,580

Capital element of finance lease repayments

655

577

1,135

Other movements on finance leases

(761)

(327)

(535)

Foreign exchange movement

2,153

(2,064)

(2,117)

Movement in net debt

(21,078)

(19,041)

22,526

Net debt at beginning of the period

(53,027)

(75,553)

(75,553)

Net debt at end of the period (Note 12)

(74,105)

(94,594)

(53,027)

Total Produce plc

Notes to the Interim Results for the half year ended 30 June 2013

1.

Basis of preparation

The condensed consolidated interim financial statements of Total Produce plc as at and for the six months ended 30 June 2013 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 2012, 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 2013 and the comparative six months ended 30 June 2012 are unaudited. The financial information for the year ended 31 December 2012 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 2012.

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 2013.

Changes in accounting policy

The following new standard is effective for the Group's financial year ending on 31 December 2013 and had an impact on the results and financial position of the Group for the period ended 30 June 2013.

IAS 19: Employee Benefits (2011)

As a result of IAS 19: (2011), the Group has changed its accounting policy with respect to the basis for determining the income or expense related to defined benefit schemes. The main impact of applying IAS 19: (2011) is in the income statement, with the replacement of the expected return on plan assets item and unwinding of discount on the defined benefit obligation with a single line item calculating the net interest on the (deficit)/surplus.

The impact on the Group's 2012 results and balance sheet were as follows:

· an additional pension cost to the Condensed Group Income Statement of ?0.4m for the period ended 30 June 2012 and ?0.7m for the year ended 31 December 2012, due to the increase in the net interest cost, with a corresponding decrease in actuarial losses on defined benefit schemes recognised in the Condensed Group Statement of Comprehensive Income

· this resulted in a reduction in the income tax charge in the Condensed Group Income Statement of ?0.1m for the period ended 30 June 2012 and ?0.1m for the year ended 31 December 2012 with a corresponding decrease in deferred tax credit on items recognised directly in reserves in the Condensed Group Statement of Comprehensive Income

· there was no impact on the net deficit in the Condensed Group Balance Sheet

Effect of changes in IAS 19: (2011) on the Condensed Group Income Statement and Statement of Comprehensive Income

Condensed Group Income Statement

6 months to 30 June 2012

?'000

Year ended

31 Dec 2012

?'000

Decrease in operating profit

(365)

(715)

Decrease in income tax expense

80

140

Decrease in profit after tax

(285)

(575)

Attributable to:

Equity holders of the parent

(282)

(570)

Non-controlling interests

(3)

(5)

(285)

(575)

Decrease in earnings per ordinary share

?'cent

?'cent

Basic

(0.08)

(0.18)

Fully diluted

(0.08)

(0.18)

Adjusted fully diluted

(0.08)

(0.17)

Condensed Group Statement of Comprehensive Income

6 months to 30 June 2012

?'000

Year ended

31 Dec 2012

?'000

Decrease in profit for the period

(285)

(575)

Other comprehensive income:

Decrease in actuarial losses on defined benefit pension schemes

365

715

Decrease in deferred tax on items taken directly to other comprehensive income

(80)

(140)

Increase in other comprehensive income for the period, net of tax

285

575

Effect on total comprehensive income for the period, net of tax

-

-

Effect of changes in IAS 19: (2011) on the Condensed Group Statements of Cash Flows

6 months to 30 June 2012

?'000

Year ended

31 Dec 2012

?'000

Decrease in profit before tax

(365)

(715)

Increase in defined benefit pension scheme expense

365

715

Effect on cash flows from operating activities

-

-

The following new standards are effective for the Group's financial year ending on 31 December 2013 and only impact the presentation of the interim results of the Group for the period ended 30 June 2013:

IAS 1 Presentation of Financial Statements

As a result of amendments to IAS 1 the Group now presents separately in the Group Statement of Comprehensive Income items that would be re-classified to profit or loss in future from those that wouldn't be. Comparative information has also been re-presented accordingly.

IAS 34 Interim Financial Reporting

IFRS13 and IFRS7 disclosures required by IAS 34 are effective for periods beginning on or after 1 January 2013 and accordingly have been disclosed in Note 10.

Amendments to existing standards

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

2.

Translation of foreign currencies

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

Average rate

6 months to

Closing rate

30 June

2013

30 June

2012

% change

30 June

2013

31 Dec

2012

% change

Canadian Dollar

1.3276

-

-

1.3714

1.3127

(4.5%)

Czech Koruna

25.7563

25.1382

(2.5%)

25.9756

25.0942

(3.5%)

Danish Kroner

7.4572

7.4352

(0.3%)

7.4589

7.4606

0.0%

Indian Rupee

72.2550

68.3160

(5.8%)

77.2454

72.2313

(6.9%)

Polish Zloty

4.1684

4.2348

1.6%

4.3304

4.0800

(6.1%)

Pound Sterling

0.8543

0.8144

(4.9%)

0.8570

0.8110

(5.7%)

South African Rand

12.1135

10.2972

(17.6%)

12.9042

11.1852

(15.4%)

Swedish Krona

8.5227

8.8860

4.1%

8.7735

8.5763

(2.3%)

US Dollar

1.3137