Source - RNS
RNS Number : 3586I
Total Produce Plc
30 August 2016
 

                                   

 

 

                           

 

 

 

TOTAL PRODUCE PLC

 

RESULTS TO 30 JUNE 2016

 

TOTAL PRODUCE CONTINUES STRONG GROWTH

 

 

Revenue up 10.4% to €1.91 billion 

 

Adjusted fully diluted EPS up 11.6% to 6.16 cent 

 

Adjusted EBITDA up 13.0% to €48.2m 

 

Adjusted EBITA up 13.2% to €37.9m 

 

Adjusted profit before tax up 15.1% to €34.9m 

 

Interim dividend up 10.0% to 0.8096 cent per share 

 

Targeting increased full year earnings at the top end of the previously announced range of 10.50 to 11.50 cent per share 

 

 

Key performance indicators are defined overleaf

 

 

Commenting on the results, Carl McCann, Chairman, said:

           

"Total Produce has delivered a very strong performance in the first six months of 2016. Revenue grew 10.4% with an 11.6% increase in adjusted earnings per share. The Group continued its expansion in North America in 2016, acquiring 65% of Progressive Produce, a company headquartered in Los Angeles. In addition, the Group made a number of other investments to complement its existing businesses. The Group continues to actively pursue further investment opportunities.

 

We are pleased to announce a 10.0% increase in the interim dividend to 0.8096 cent per share. The Group is now targeting increased full year earnings at the top end of the previously announced range of 10.50 to 11.50 cent per share."  

 

For further information, please contact:

 

Brian Bell, Wilson Hartnell PR -

Tel: +353-1-669-0030, Mobile: +353-87-243-6130
 

TOTAL PRODUCE PLC INTERIM RESULTS FOR THE

  SIX MONTHS ENDED 30 JUNE 2016

 

 

2016

€'million

2015

€'million

% change

Total revenue (1)    

1,914

1,733

+10.4%

Group revenue

1,589

1,431

+11.0%

Adjusted EBITDA (1)  

48.2

42.6

+13.0%

Adjusted EBITA (1)

37.9

33.5

+13.2%

Operating profit (before exceptional credits)

28.4

27.2

+4.3%

Adjusted profit before tax (1)

34.9

30.3

+15.1%

Profit before tax

25.6

24.2

+5.8%

 

 

Euro cent

Euro cent

% change

 

Adjusted fully diluted earnings per share (1)  

6.16

5.52

+11.6%

 

Basic earnings per share

4.77

4.69

+1.7%

 

Diluted earnings per share

4.70

4.66

+0.9%

 

Interim dividend per share

0.8096

0.736

+10.0%

 

 

(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, remeasurement to 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 movments 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.


Forward-looking statement

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.
 

Overview

 

Total Produce (the 'Group') has delivered a very strong performance in the first half of 2016. Total revenue, adjusted EBITA and adjusted fully diluted earnings per share grew by 10.4%, 13.2% and 11.6% respectively. The results benefited from acquisitions completed in the period and a circa 5 per cent like-for-like growth in revenue on the back of both volume growth and higher average prices. The Group continues to be cash generative with operating cashflows of €32.5m (2015: €27.3m) before normal seasonal working capital outflows.    

 

The Board is pleased to announce a 10.0% increase in the interim dividend to 0.8096 (2015: 0.736) cent per share.  

 

Operating review

 

Total revenue increased 10.4% to €1.91 billion (2015: €1.73 billion) with adjusted EBITA up 13.2% to €37.9m (2015: €33.5m). The results benefited from the contribution of acquisitions completed in the past twelve months, a strong operational performance offset in part by a small negative impact on translation to Euro of the results of foreign currency denominated operations. On a like-for-like basis, excluding acquisitions, divestments and currency translation, revenue was circa 5% higher on the back of both volume growth and higher average prices.

 

The table below details a segmental breakdown of the Group's revenue and adjusted EBITA for the six months ended 30 June 2016. Each of the operating segments is primarily involved in the procurement, marketing and distribution of hundreds of lines of fresh produce. Each segment also includes businesses involved in the marketing and distribution of healthfoods and consumer products. Segment performance is evaluated based on revenue and adjusted EBITA.

 

 

(Unaudited)

6 months to 30 June 2016

(Unaudited)

6 months to 30 June 2015

 

Total

revenue

€'000

Adjusted

EBITA

€'000

Total

revenue

€'000

Adjusted

EBITA

€'000

Europe - Eurozone

869,802

13,252

832,782

12,164

Europe - Non-Eurozone

811,022

19,778

766,892

18,825

International 

261,347

4,899

158,006

2,523

Inter-segment revenue

(27,919)

-

(24,449)

-

Third party revenue and adjusted EBITA

1,914,252

37,929

1,733,231

33,512

 

Europe - Eurozone

This segment includes the Group's businesses in France, Ireland, Italy, the Netherlands and Spain. Revenue increased by 4.4% to €870m (2015: €833m) with an 8.9% increase in adjusted EBITA to €13.3m (2015: €12.2m). The increase was helped by the contributions of recent acquisitions and net volume growth. Excluding the effect of acquisitions, revenue on a like-for-like basis was up 2% on prior year due to volume growth with prices similar to the prior year.  

 

Europe - Non-Eurozone

This segment includes the Group's businesses in the Czech Republic, Poland, Scandinavia and the UK. Revenue increased by 5.8% to €811m (2015: €767m) with adjusted EBITA increasing by 5.1% to €19.8m (2015: €18.8m). Drivers of growth include incremental contributions from acquisitions, good trading conditions and a strong operational performance. The reported performance was slightly impacted on the translation of the results of foreign currency denominated operations to Euro due to the weakening of Sterling in the period. On a like-for-like basis excluding acquisitions, divestments and currency translation, revenue was circa 6% ahead of the prior year with a combination of single digit increases in both volumes and average prices.

 

Whilst the outcome of the recent referendum in the UK, where the electorate vote to leave the European Union, created some macroeconomic uncertainties, it is not expected to have a material impact on the Group.

 

International

This division includes the Group's businesses in North America and India. Revenue increased by 65.4% to €261m (2015: €158m) with adjusted EBITA increasing 94.2% to €4.9m (2015: €2.5m).  The results benefited from the incremental contribution from the Progressive Produce acquisition in February 2016 and a strong trading performance in existing businesses offset in part by a loss on disposal of a US sports nutrition business.

 

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.

 

Share of profits of joint ventures and associates

The share of after tax profits of joint ventures and associates increased in the period to €5.5m (2015: €4.9m) assisted by the incremental impact of acquisitions. Dividends received from joint ventures and associates in the period amounted to €7.8m (2015: €7.3m).

 

Operating Profit

Operating profit which is the Group's adjusted EBITA less exceptional items, acquisition related intangible asset amortisation charges and costs, fair value movements on contingent consideration and the Group's share of its joint ventures and associates tax, interest and amortisation charges increased by 4.3% in the period to €28.4m (2015: €27.2m). 

 

Net Financial Expense

Net financial expense in the period decreased to €2.8m (2015: €3.0m) with lower cost of funding offsetting higher average net debt. The Group's share of the net interest expense of joint ventures and associates in the period was €0.2m (2015: €0.1m). Net interest cover for the period was 13.5 times based on adjusted EBITA.

 

Profit Before Tax

Excluding acquisition related intangible asset amortisation charges and costs and fair value movements on contingent consideration, the adjusted profit before tax increased by 15.1% in the period to €34.9m (2015: €30.3m). Statutory profit before tax after these items was €25.6m (2015: €24.2m).  

 

Non-Controlling Interests

The non-controlling interests' share of after tax profits in the period was €5.4m (2015: €3.9m). Included in the charge was the non-controlling interests' share of acquisition related intangible asset amortisation charges and costs with related tax impact of €0.8m (2015: €0.7m). Excluding these non-trading items, the non-controlling interests' share of after tax profits increased by €1.6m. The increase in the period was due primarily to the non-controlling interests' share of profits in recent acquisitions completed in the past twelve months.  

 

Adjusted and Basic Earnings per Share

Adjusted earnings per share increased 11.6% in the six month period to 6.16 cent per share (2015: 5.52 cent) assisted by the incremental contribution from new acquisitions and the positive impact of the share buy back program completed in January 2016.  Management believes 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 4.77 cent per share (2015: 4.69 cent) and 4.70 cent per share (2015: 4.66 cent) respectively.

 

Note 6 of the accompanying financial information provides details of the calculation of the respective earnings per share amounts.

 

Cash Flow and Net Debt

 

Net debt at 30 June 2016 was €95.7m compared to €83.9m at 30 June 2015 and €18.1m at 31 December 2015. The increase compared to 31 December 2015 is due to normal seasonal working capital outflows and higher sales. Net debt relative to annualised adjusted EBITDA is 1.1 times and interest is covered 13.5 times by adjusted EBITA. In addition, the Group has trade receivables financing at 30 June 2016 of €49.4m (30 June 2015: €39.2m and 31 December 2015: €40.5m).

 

The Group generated €32.5m (2015: €27.3m) in operating cash flows in the period before seasonal working capital outflows of €57.7m (2015: €67.1m). Cash outflows on routine capital expenditure, net of disposals, were €9.0m (2015: €7.5m). Dividends received from joint ventures and associates in the period  increased to €7.8m (2015: €7.3m) while dividends paid to non-controlling interests increased to €3.8m (2015: €1.1m).

 

Cash outflows on acquisitions amounted to €34.9m (2015: €8.1m) with contingent and deferred consideration payments relating to prior period acquisitions of €3.6m (2015: €9.2m). The Group received cash of €3.8m (2015: €Nil) on the disposal of trading assets in the period as set out in more detail later. In the period there were cash outflows of €4.7m (2015: €Nil) on development capital expenditure. The Group distributed €6.5m (2015: €5.9m) in dividends to equity shareholders in the year and made payments of €6.0m (2015: €Nil) acquiring its own shares. There was a positive movement of €2.6m (2015: €3.5m loss) on the translation of foreign currency denominated debt into Euro at 30 June 2016 due primarily to the weaker Sterling, Swedish Krona and US Dollar exchange rates at the period end compared to those prevailing at 31 December 2015.

 

 

 

 

 

(Unaudited)

6 months to 30 June 2016

(Unaudited)

6 months to 30 June 2015

(Audited)

Year-ended 31 Dec 2015

 

€'m

€'m

€'m

Adjusted EBITDA

48.2

42.6

82.8

Deduct adjusted EBITDA of joint ventures and associates

(10.8)

(8.9)

(18.6)

Net financial expense and tax paid

(4.8)

(6.0)

(16.8)

Other

(0.1)

(0.4)

(1.5)

Operating cash flows before working capital movements

32.5

27.3

45.9

Working capital movements

(57.7)

(67.1)

14.9

Operating cash flows

(25.2)

(39.8)

60.8

Routine capital expenditure net of routine disposal proceeds

(9.0)

(7.5)

(18.1)

Dividends received from joint ventures and associates

7.8

7.3

8.1

Dividends paid to non-controlling interests

(3.8)

(1.1)

(2.4)

Free cash flow

(30.2)

(41.1)

48.4

Acquisition payments, net 1

(34.9)

(8.1)

(11.3)

Net cash/(debt) assumed on acquisition of subsidiaries

0.8

-

(0.7)

Contingent and deferred consideration payments

(3.6)

(9.2)

(12.7)

Disposal of trading assets

3.8

-

-

Development capital expenditure

(4.7)

-

-

Property additions

-

-

(4.2)

Dividends paid to equity shareholders

(6.5)

(5.9)

(8.3)

Buy-back of own shares

(6.0)

-

(14.4)

Cashflows from exceptional items

-

-

3.1

Other

1.1

0.7

0.9

Total net debt movement in period

(80.2)

(63.6)

0.8

Net debt at beginning of year

(18.1)

(16.8)

(16.8)

Foreign currency translation

2.6

(3.5)

(2.1)

Net debt at end of period

(95.7)

(83.9)

(18.1)

 

1 Includes payments in period in respect of subsidiaries, non-controlling interests, joint ventures and associates and is net of contributions from non-controlling interests and proceeds on disposal of joint ventures.
 

Defined Benefit Pension Obligations

 

The net liability of the Group's defined benefit pension schemes (net of deferred tax) increased to €33.5m at 30 June 2016 from €14.5m at 31 December 2015. The increase in the liability is primarily due to a significant decrease in the discount rates underlying the calculations of the present value of the scheme's obligations offset in part by positive returns on pension scheme assets. Further details are outlined in Note 7 of the accompanying financial information.

 

Shareholders' Equity

 

 

 

Shareholders' equity has decreased by €22.8m to €216.0m at 30 June 2016 after accounting for the share buy-back and pension movements in the period. Profit after tax of €15.2m attributable to equity shareholders was offset by remeasurement losses of €20.3m (net of deferred tax) on post-employment defined benefit schemes, currency translation loss of €5.6m on the retranslation of the net assets of foreign currency denominated operations to Euro, the payment of dividends of €6.5m to equity shareholders of the Company and the share buy-back of €6.0m.

 

 

Development Activity

 

In the six months ended 30 June 2016, the Group has committed investments of €51m including deferred and contingent consideration payable of over €16m on the achievement of future profit targets.

 

On 1 February 2016, the Group acquired a 65% equity stake in Progressive Produce LLC, headquartered in Los Angeles, California. Progressive Produce is a grower, packer and distributor of conventional and organic produce to the retail, wholesale and foodservice sectors in the US and Canada. Progressive Produce was founded in 1967 and today is one of California's premier produce companies with 2015 revenue in excess of $200 million. An initial payment was made on closing with further consideration due in 2019 contingent on the achievement of future profit targets. In addition long term put and call options are in place for the remaining 35% shareholding. 

 

The Group made a number of other investments in the six month period in Europe all of which complement the Group's existing activities.

 

Further details on 2016 development activity including details of consideration paid and assets and liabilities acquired are provided in Note 9 of the accompanying financial information.

 

In April 2016, the Group disposed of a sports nutrition business in the US for total proceeds of €7.6m. Details of this disposal are outlined in Note 9 of the accompanying financial information.

 

The Group continues to actively pursue further investment opportunities in both new and existing markets.

 

Share Buy-back

 

On 27 January 2016,  the Group completed the €20m share buyback program that commenced on 8 October 2015 with a total of 14,017,270 ordinary shares being repurchased and cancelled . Within this program, during January 2016, 4,073,872 of these shares were repurchased and cancelled at a cost of €6.0m. The share buy-back programme is earnings accretive.

 

Under the authority granted at the AGM in 2016, the Group will continue to exercise this authority should the appropriate opportunity arise. Under this authority, the Group is permitted to purchase up to 10% of its issued share capital in the market at a price which would not exceed 105% of the average price over the previous five trading days.

 

Dividends

 

The Board has declared an interim dividend of 0.8096 (2015: 0.736) cent per share, which represents a 10.0% increase on the comparative period. The dividend will be paid on 14 October 2016 to shareholders on the register at 16 September 2016 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 2016.

 

Summary and Outlook

 

Total Produce has delivered a very strong performance in the first six months of 2016. Revenue grew 10.4% with an 11.6% increase in adjusted earnings per share. The Group continued its expansion in North America in 2016, acquiring 65% of Progressive Produce, a company headquartered in Los Angeles. In addition, the Group made a number of other investments to complement its existing businesses. The Group continues to actively pursue further investment opportunities.

 

We are pleased to announce a 10.0% increase in the interim dividend to 0.8096 cent per share. The Group is now targeting increased full year earnings at the top end of the previously announced range of 10.50 to 11.50 cent per share.

 

Carl McCann, Chairman

On behalf of the Board

30 August 2016

 

Total Produce plc

Condensed Group Income Statement

for the half-year ended 30 June 2016

 

 

(Unaudited)

6 months to

30 June 2016

Pre-

Exceptional

 

€'000

(Unaudited)

6 months to

30 June 2016

Exceptional items

(Note 5)

€'000

(Unaudited)

6 months to

30 June 2016

Total

 

 

€'000

(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

(Audited)

Year ended

31 Dec 2015

Pre-

Exceptional

 

€'000

(Audited)

Year ended

31 Dec 2015

Exceptional items

(Note 5)

€'000

(Audited)

Year ended

31 Dec 2015

Total

 

 

€'000

Revenue, including Group share of joint ventures and associates

      1,914,252

-

           1,914,252

1,733,231

-

1,733,231

3,453,765

-

3,453,765

 

 

 

 

 

 

 

 

 

 

Group revenue

1,588,839

-

1,588,839

1,430,758

-

1,430,758

2,875,388

-

2,875,388

Cost of sales

(1,368,448)

-

(1,368,448)

(1,232,995)

-

(1,232,995)

(2,479,072)

-

(2,479,072)

Gross profit

220,391

-

220,391

197,763

-

197,763

396,316

-

396,316

 

 

 

 

 

 

 

 

 

 

Operating expenses

(197,498)

-

(197,498)

(175,433)

-

(175,433)

(355,845)

2,028

(353,817)

 Share of profit of joint ventures and associates

5,483

-

5,483

4,866

-

4,866

10,099

-

10,099

Operating profit

28,376

-

28,376

27,196

-

27,196

50,570

2,028

52,598

Net financial expense

(2,804)

-

(2,804)

(3,040)

-

(3,040)

(5,815)

-

(5,815)

Profit before tax

25,572

-

25,572

24,156

-

24,156

44,755

2,028

46,783

Income tax expense

(4,898)

-

(4,898)

(4,678)

-

(4,678)

(8,930)

(351)

(9,281)

Profit for the period

20,674

-

20,674

19,478

-

19,478

35,825

1,677

37,502

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

 

Equity holders of the parent

 

 

15,240

 

 

15,552

 

 

30,027

Non-controlling interests

 

 

5,434

 

 

3,926

 

 

7,475

 

 

 

20,674

 

 

19,478

 

 

37,502

Earnings per ordinary share

 

 

 

 

 

 

 

 

 

Basic

 

 

4.77

 

 

4.69

 

 

9.07

Fully diluted

 

 

4.70

 

 

4.66

 

 

8.97

Adjusted fully diluted

 

 

6.16

 

 

5.52

 

 

10.58

 

 

Total Produce plc

Condensed Group Statement of Comprehensive Income

for the half-year ended 30 June 2016

 

 

(Unaudited)

6 months to 30 June 2016

€'000

(Unaudited)

6 months to 30 June 2015

€'000

(Audited)

Year ended 31 Dec 2015

€'000

 

 

 

 

Profit for the period

20,674

19,478

37,502

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

 

Items that may be reclassified subsequently to profit or loss:

 

 

 

Foreign currency translation effects:

 

 

 

- foreign currency net investments - subsidiaries

(11,176)

10,483

8,471

- foreign currency net investments - joint ventures and associates

 

202

 

2,016

704

- foreign currency borrowings designated as net investment hedges

 

4,667

 

(5,217)

(4,015)

Effective portion of changes in fair value of cash flow hedges, net

 

(145)

 

(106)

9

Deferred tax on items taken directly to other comprehensive income

 

19

 

34

(1)

 

(6,433)

7,210

5,168

 

 

 

 

Items that will not be reclassified to profit or loss:

 

 

 

Remeasurement (losses)/gains on post-employment defined benefit schemes

 

(23,241)

 

11,971

9,870

Revaluation gains on property, plant and equipment

-

-

2,261

Revaluation losses on property, plant and equipment

-

-

(2,233)

Deferred tax on items taken directly to other comprehensive income

 

3,346

 

(1,660)

(782)

Share of joint ventures and associates remeasurement losses on post employment defined benefit schemes

 

(707)

 

-

(563)

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

 

-

 

-

(1)

 

(20,602)

10,311

8,552

Other comprehensive income for the period

(27,035)

17,521

13,720

 

 

 

 

Total comprehensive income for the period

(6,361)

36,999

51,222

 

 

 

 

Attributable to:

 

 

 

Equity holders of the parent

(10,856)

32,083

42,764

Non-controlling interests

4,495

4,916

8,458

 

(6,361)

36,999

51,222

 

 

Total Produce plc

Condensed Group Balance Sheet

as at 30 June 2016

 

(Unaudited)

30 June 2016

€'000

(Unaudited)

30 June 2015

€'000

(Audited)

31 Dec 2015

€'000

Assets

 

 

 

Non-current assets

 

 

 

Property, plant and equipment

147,327

139,313

141,994

Investment property

8,784

7,763

9,698

Goodwill and intangible assets

238,978

167,871

190,518

Investments in joint ventures and associates

76,293

71,147

76,115

Other financial assets

664

752

732

Other receivables

8,768

2,702

5,781

Deferred tax assets

11,951

8,663

9,071

Total non-current assets

492,765

398,211

433,909

 

 

 

 

Current assets

 

 

 

Inventories

80,359

69,693

63,429

Trade and other receivables

395,865

381,252

279,223

Corporation tax receivable

1,822

887

3,875

Derivative financial instruments

969

63

196

Bank deposits

4,700

8,200

2,500

Cash and cash equivalents

103,282

90,644

129,738

Total current assets

586,997

550,739

478,961

Total assets

1,079,762

948,950

912,870

 

 

 

 

Equity

 

 

 

Share capital

3,422

3,541

3,446

Share premium

255,793

254,190

254,512

Other reserves

(113,694)

(105,385)

(106,727)

Retained earnings

70,511

92,047

87,589

Total equity attributable to equity holders of the parent

216,032

244,393

238,820

Non-controlling interests

75,230

68,479

74,959

Total equity

291,262

312,872

313,779

 

 

 

 

Liabilities

 

 

 

Non-current liabilities

 

 

 

Interest-bearing loans and borrowings

127,518

129,604

131,885

Deferred government grants

1,268

1,532

1,800

Other payables

2,314

2,389

1,411

Contingent consideration and put option liability

58,996

12,749

28,363

Corporation tax payable

6,319

6,794

6,319

Deferred tax liabilities

25,003

11,882

17,397

Employee benefits

39,310

15,200

17,174

Total non-current liabilities

260,728

180,150

204,349

 

 

 

 

Current liabilities

 

 

 

Interest-bearing loans and borrowings

76,172

53,118

18,408

Trade and other payables

439,730

392,734

369,457

Contingent consideration

8,066

7,238

5,149

Derivative financial instruments

215

689

407

Corporation tax payable

3,589

2,149

1,321

Total current liabilities

527,772

455,928

394,742

Total liabilities

788,500

636,078

599,091

Total liabilities and equity

1,079,762

948,950

912,870

 

Total Produce plc

Condensed Group Statement of Changes in Equity

for the half-year ended 30 June 2016  (Unaudited)

 

 

Attributable to equity holders of the parent

 

 

 

 

 

For the half-year ended 30 June 2016 (Unaudited)

Share

capital

€'000

Share

premium

€'000

 

Undeno-minated capital

€'000

De-merger

Reserve

€'000

Own shares reserve

€'000

Currency

translation

reserve

€'000

Reval-uation

reserve

€'000

 

Put option reserve

€'000

Other equity

reserves*

€'000

Retained

earnings

€'000

Total

€'000

Non- controlling interests

€'000

Total

equity

€'000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at 1 January 2016

3,446

254,512

99

(122,521)

(8,580)

70

22,178

-

2,027

87,589

238,820

74,959

313,779

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the period

-

-

-

-

-

-

-

-

-

15,240

15,240

5,434

20,674

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Items that may be reclassified subsequently to profit or loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation effects

-

-

-

-

-

(6,016)

-

421

-

-

(5,595)

(712)

(6,307)

Effective portion of cash flow hedges, net

-

-

-

-

-

-

-

-

(190)

-

(190)

45

(145)

  Deferred tax on items taken directly to other comprehensive income

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

29

 

-

 

29

 

(10)

 

19

Items that will not be reclassified to profit or loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

Remeasurement losses on post-employment defined benefit schemes

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(22,941)

 

(22,941)


(300)

 

(23,241)

Deferred tax on items taken directly to other comprehensive income

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

3,308

 

3,308

 

38

 

3,346

Share of joint ventures and associates remeasurement losses on post employment defined benefit schemes

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(707)

(707)

 

-

 

(707)

Total other comprehensive income

-

-

-

-

-

(6,016)

-

421

(161)

(20,340)

(26,096)

(939)

(27,035)

Total comprehensive income

-

-

-

-

-

(6,016)

-

421

(161)

(5,100)

(10,856)

4,495

(6,361)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total transactions with equity holders 

 

 

 

 

 

 

 

 

 

 

 

 

 

New shares issued

17

1,281

-

-

-

-

-

-

(477)

477

1,298

-

1,298

NCI arising on acquisition

-

-

-

-

-

-

-

-

-

-

-

165

165

NCI arising on  acquisition subject to put options

-

-

-

-

-

-

-

-

-

-

-

15,940

15,940

  Recognition of put option liability at acquisition

-

-

-

-

-

-

-

(17,155)

-

-

(17,155)

-

(17,155)

Remeasurement of put option liability  in period

-

-

-

-

-

-

-

(337)

-

-

(337)

-

(337)

Dividends

-

-

-

-

-

-

-

-

-

(6,482)

(6,482)

(3,766)

(10,248)

Own shares acquired and cancelled

(41)

-

41

-

-

-

-

-

-

(5,973)

(5,973)

-

(5,973)

Share-based payment transactions

-

-

-

-

-

-

-

-

154

-

154

-

154

  Total transactions with equity holders

(24)

1,281

41

-

-

-

-

(17,492)

(323)

(11,978)

(28,495)

12,339

(16,156)

Balance as at 30 June 2016

3,422

255,793

140

(122,521)

(8,580)

(5,946)

22,178

(17,071)

1,543

70,511

199,469

91,793

291,262

Transfer of NCI subject to put for presentation purposes

-

-

-

-

-

-

-

16,563

-

-

16,563

(16,563)

-

Balance as at 30 June 2016

3,422

255,793

140

(122,521)

(8,580)

(5,946)

22,178

(508)

1,543

70,511

216,032

75,230

291,262

*Other equity reserves comprise the cash flow hedge reserve, available-for-sale reserve and the share option reserve
 

 

Total Produce plc

Condensed Group Statement of Changes in Equity

for the half-year ended 30 June 2016 (Continued)

 

Attributable to equity holders of the parent

Non- controlling interests

€'000

Total

equity

€'000

 

 

 

For the half-year ended 30 June 2015 (Unaudited)

Share

capital

€'000

Share

premium

€'000

De-merger

Reserve

€'000

Own shares reserve

€'000

Currency

translation

reserve

€'000

Reval-uation

reserve

€'000

Other equity

reserves*

€'000

Retained

earnings

€'000

Total

€'000

 

 

 

 

 

 

 

 

 

 

 

 

As at 1 January 2015

3,533

253,565

(122,521)

(8,580)

(4,483)

21,882

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

-

-

-

-

-

-

-

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

 

 

 

 

 

 

 

 

 

 

 

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

8

625

-

-

-

-

(117)

(5,254)

(4,738)

(4,778)

(9,516)

As at 30 June 2015

3,541

254,190

(122,521)

(8,580)

1,970

21,882

1,864

92,047

244,393

68,479

312,872

 

*Other equity reserves comprise the cash flow hedge reserve, available-for-sale reserve and the share option reserve


 

Total Produce plc

 

 

 

 

Condensed Group Statement of Changes in Equity

 

 

for the half-year ended 30 June 2016 (Continued)

 

 

 

 

 

 

Attributable to equity holders of the parent

 

 

 

 

 

 

For the year ended 31 December 2015 (Audited)

 

 

Share

capital

€'000

 

 

Share

premium

€'000

Un-
denom
inated capital

€'000

 

 

De-merger

reserve

€'000

 

Own shares

reserve

€'00

 

Currency

translation

reserve

€'000

 

Reval-uation

reserve

€'000

 

Other equity

reserves

€'000

 

 

Retained

earnings

€'000

 

 

 

Total

€'000

 

Non-controlling

interests

€'000

 

 

Total

equity

€'000

 

 

 

 

 

 

 

 

 

 

 

 

 

As at 1 January 2015

3,533

253,565

-

(122,521)

(4,483)

2,024

71,628

217,048

68,341

285,389

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the year

-

-

-

-

-

-

30,027

30,027

7,475

37,502

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Items that may be reclassified subsequently to profit or loss:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation effects, net

-

-

-

-

-

4,553

-

-

-

4,553

607

5,160

Effective portion of cash flow hedges, net

-

-

-

-

-

-

-

(11)

-

(11)

20

9

Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

-

6

-

6

(7)

(1)

Items that will not be reclassified subsequently to profit or loss:

 

 

 

 

 

 

 

 

 

 

 

 

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

-

-

-

-

-

-

105

-

-

105

(77)

28

Remeasurement gains on post-employment defined benefit schemes

-

-

-

-

-

-

-

-

9,638

9,638

232

9,870

Deferred tax on items taken directly to other comprehensive income

-

-

-

-

-

-

191

-

(1,181)

(990)

208

(782)

Share of joint ventures and  associates remeasurement losses on post-employment defined benefit schemes

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(563)

 

(563)

 

-

 

(563)

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

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(1)

 

(1)

 

-

 

(1)

Total other comprehensive income

-

-

-

-

-

4,553

296

(5)

7,893

12,737

983

13,720

Total comprehensive income

-

-

-

-

4,553

(5)

37,920

42,764

8,458

51,222

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions with equity holders

 

 

 

 

 

 

 

 

 

 

 

 

New shares issued

12

947

-

-

-

-

-

(373)

373

959

-

959

Own shares acquired and cancelled

(99)

-

99

-

-

-

-

-

(14,388)

(14,388)

-

(14,388)

Non-controlling interests arising on acquisition

-

-

-

-

-

-

-

-

-

-

4,132

4,132

Acquisition of non-controlling interests 

-

-

-

-

-

-

-

-

351

351

(4,265)

(3,914)

Disposal of shareholding to NCI

-

-

-

-

-

-

-

-

-

-

599

599

Contribution by non-controlling interest

-

-

-

-

-

-

-

-

-

-

36

36

Dividends paid

-

-

-

-

-

-

-

-

(8,295)

(8,295)

(2,342)

(10,637)

Share-based payment transactions

-

-

-

-

-

381

-

381

-

381

Total transactions with equity holders

(87)

947

99

-

-

8

(21,959)

(20,992)

(1,840)

(22,832)

As at 31 December 2015

3,446

254,512

99

(122,521)

(8,580)

70

22,178

2,027

87,589

238,820

74,959

313,779

                             

 

*Other equity reserves comprise the cash flow hedge reserve, available-for-sale reserve and the share option reserve
 

 

Total Produce plc

 

Condensed Group Statement of Cash Flows

 

for the half-year ended 30 June 2016

 

 

(Unaudited)

6 months to

30 June 2016

€'000

(Unaudited)

6 months to

30 June 2015

€'000

(Audited)

Year ended

31 Dec 2015

€'000

Net cash flows from operating activities (Note 11)

(25,184)

(39,826)

60,811

Investing activities

 

 

 

Acquisition of subsidiaries

(32,855)

(57)

(4,312)

Cash, assumed on acquisition of subsidiaries, net

1,921

-

2,235

Acquisition of, and investment in  joint ventures and associates

(2,071)

(7,137)

(7,338)

Payments of contingent consideration

(1,689)

(8,467)

(11,964)

Payments of deferred consideration

(1,871)

(689)

(692)

Proceeds from disposal of business

3,827

-

-

Proceeds from disposal of joint ventures and associates

-

-

670

Disposal of investment in subsidiary to non-controlling interests

-

598

599

Acquisition of property, plant and equipment

(13,798)

(6,593)

(16,506)

Acquisition of investment property

-

-

(4,176)

Acquisition of intangible assets - computer software

(546)

(1,797)

(2,448)

Development expenditure capitalised

(172)

(171)

(251)

Proceeds from disposal of property, plant and equipment

680

887

3,944

Dividends received from joint ventures and associates

7,826

7,265

8,070

Government grants received

-

-

449

Net cash flows from investing activities

(38,748)

(16,161)

(31,720)

Financing activities

 

 

 

Drawdown of borrowings

48,305

55,974

95,673

Repayment of borrowings

(20,638)

(52,096)

(86,488)

Increase in bank deposits

(2,200)

(6,200)

(500)

Proceeds from the issue of share capital

1,298

633

959

Buyback of own shares

(5,973)

-

(14,388)

Capital element of finance lease repayments

(1,066)

(949)

(1,898)

Acquisition of non-controlling interests

-

(1,000)

(1,000)

Capital contribution by non-controlling interests

-

-

36

Dividends paid to non-controlling interests

(3,766)

(1,107)

(2,342)

Dividends paid to equity holders of the parent

(6,482)

(5,850)

(8,295)

Net cash flows from financing activities

9,478

(10,595)

(18,243)

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

(54,454)

(66,582)

10,848

Cash, cash equivalents and overdrafts at start of period

123,205

110,390

110,390

Net foreign exchange difference

(1,384)

1,820

1,967

Cash, cash equivalents and overdrafts at end of

  the period (Note 12)

67,367

45,628

123,205

         
 

 

 

Total Produce plc

 

Condensed Summary Group Reconciliation of Net Debt

 

for the half-year ended 30 June 2016

 

 

 

 

(Unaudited)

6 months to

30 June 2016

€'000

(Unaudited)

6 months to

30 June 2015

€'000

(Audited)

Year ended

31 Dec 2015

€'000

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

(54,454)

(66,582)

10,848

Repayment of borrowings

20,638

52,096

86,488

Drawdown of borrowings

(48,305)

(55,974)

(95,673)

Increase in bank deposits

2,200

6,200

500

Interest-bearing loans and borrowings arising on acquisition

(474)

-

(2,901)

Capital element of finance lease repayments

1,066

949

1,898

Finance leases arising on acquisition

(683)

-

-

Other movements on finance leases

(275)

(227)

(242)

Foreign exchange movement

2,634

(3,492)

(2,125)

Movement in net debt

(77,653)

(67,030)

(1,207)

Net debt at beginning of the period

(18,055)

(16,848)

(16,848)

Net debt at end of the period (Note 12)

(95,708)

(83,878)

(18,055)

         
 

 

Total Produce plc

Notes to the Interim Results for the half-year ended 30 June 2016

 

1.

Basis of preparation

 

 

The condensed consolidated interim financial statements of Total Produce plc as at, and for the six months ended 30 June 2016, 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 2015, 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 2016 and the comparative six months ended 30 June 2015 is unaudited. The financial information for the year ended 31 December 2015 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 2015. See below for the Group's accounting policy for put and call options on the shareholdings of non-controlling interests.

 

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 2016 and that had no significant impact on the results and financial position of the Group for the period ended 30 June 2016:

 

·     Amendments to IAS 19: Employee Benefits: Defined Benefit Plans: Employee Contributions

·     Annual improvements to IFRSs 2010-2012 Cycle

·     Amendments to IAS 16: Property, Plant and Equipment IAS 38 Intangible Assets: Clarification of acceptable methods of depreciation and amortisation

·     Amendments to IAS 16: Property, Plant and Equipment and IAS 41 Bearer Plants

·     Amendments to IAS 27: Consolidated and Separate Financial Statements:  Equity method in Separate Financial Statements

·     Amendments to IAS 1 Presentation of Financial Statements: Disclosure Initiative

·     Annual Improvements to IFRSs 2012-2014 Cycle

 

Accounting policy for put options over non-controlling interest shares

If a put option is held by a non-controlling interest ('NCI') in a subsidiary undertaking, whereby the holder of the put option can require the Group to acquire the NCI's shareholding in the subsidiary at a future date, the Group carefully examines the nature of such a put option. The Group assesses whether or not the NCI continues to have a present ownership interest in the shares subject to the put option. Present ownership interest can be evidenced by NCI continuing to have a right to the receipt of dividends, or benefitting from increases in net assets while holding a voting entitlement to the shares subject to the put option. If it is deemed that the put option holders continue to have a present ownership interest, the Group applies the partial recognition of NCI method as follows:

 

(a)   the Group continues to recognise the amount that would have been recognised for the non-controlling interest, including an update to reflect its share of profit and losses, dividends and other changes

(b)   the Group recognises a financial liability in accordance with IAS 32 being the estimate of the fair value of the consideration to acquire the NCI shares that are subject to the put option and records this in a separate reserve in equity;

(c)   changes in the fair value of the financial liability are reflected as a movement in the put liability reserve; and

(d)   for presentation purposes in the balance sheet, the Group transfers the non-controlling interest subject to the put as an offset to the put option reserve in equity.

 

If the NCI put is exercised, the same treatment is applied up to the date of exercise. The amount recognised as the financial liability at that date is extinguished by the payment of the put option exercise. If the put option expires unexercised, the position is unwound so that the non-controlling interest is recognised as the amount it would have been as if the put option had never been granted and the financial liability is derecognised with a corresponding credit to equity.

 

If the non-controlling interest does not have present ownership rights from the put option, then the transaction is accounted for as if the Group had acquired the NCI at the date of entering into the put option.

 

Accounting policy for call options over non-controlling interest shares

If the Group has a call option over the shares held by a NCI in a subsidiary undertaking, where the Group can require the NCI to sell its shareholding in the subsidiary at a future date, the option is classified as a derivative and is recognised as a financial instrument on inception with fair value movements recognised in the income statement. 

 

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 29 August 2016.

 

2.

Translation of foreign currencies

 

The reporting currency of the Group is Euro. The exchange rates used for the translation of the results and balance sheets into Euro are as follows:

 

 

Average rate

6 months to

Closing rate

 

 

30 June

2016

30 June

2015

% change

30 June

2016

31 Dec 

2015

% change

 

 

 

 

 

 

 

 

 

Brazilian Real

4.1318

n/a

n/a

3.5879

4.3198

16.9%

 

Canadian Dollar

1.4853

1.3787

(7.7%)

1.4389

1.5129

4.9%

 

Czech Koruna

27.0395

27.4561

1.5%

27.0999

27.0217

(0.3%)

 

Danish Kroner

7.4501

7.4559

0.1%

7.4386

7.4623

0.3%

 

Indian Rupee

76.3884

70.3084

(8.6%)

74.9906

72.2024

(3.9%)

 

Polish Zloty

4.3663

4.1360

(5.6%)

4.4129

4.2628

(3.5%)

 

Pound Sterling

0.7844

0.7258

(8.1%)

0.8292

0.7368

(12.5%)

 

Swedish Krona

9.2985

9.3387

0.4%

9.4118

9.1858

(2.5%)

 

US Dollar

1.1163

1.1173

0.1%

1.1105

1.0907

(1.8%)

 

                 

 

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 2016, the six months ended 30 June 2015 and the full year ended 31 December 2015.

 

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 thirteen operating segments principally 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.  The North American sports nutrition business ceased trading in April 2016.

 

Segment performance is evaluated based on revenue and adjusted EBITA. Management believe that adjusted EBITA, while not a defined term under IFRS, provides 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, 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 therefore, measured differently from operating profit in the Group financial statements as explained and reconciled in 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 2016

(Unaudited)

6 months to

30 June 2015

(Audited)

Year ended

31 Dec 2015

 

Total

revenue

€'000

Adjusted

EBITA

€'000

Total

revenue

€'000

Adjusted

EBITA

€'000

Total

revenue

€'000

Adjusted

EBITA

€'000

 

 

 

 

 

 

 

Europe - Eurozone

869,802

13,252

832,782

12,164

1,653,035

22,170

Europe - Non-Eurozone

811,022

19,778

766,892

18,825

1,537,842

38,603

International 

261,347

4,899

158,006

2,523

320,808

3,362

Inter-segment revenue

(27,919)

(24,449)

-

(57,920)

-

Third party revenue and adjusted EBITA

1,914,252

37,929

 

1,733,231

 

33,512

3,453,765

64,135

                                                                                                             

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 the Group's management reports to operating profit and profit before tax as presented in the Group income statement:

 

 

Note

(Unaudited)

6 months to

30 June 2016

€'000

(Unaudited)

6 months to 30 June

2015

€'000

(Audited)

Year ended 31 Dec

2015

€'000

 

 

 

 

 

Adjusted EBITA per management reporting

 

37,929

33,512

64,135

 

 

 

 

 

Acquisition related intangible asset amortisation within subsidiaries

(i)

 

(3,844)

 

(2,595)

 

(5,183)

Share of joint ventures and associates acquisition related intangible asset amortisation 

 

(i)

(1,268)

(851)

 

(2,434)

Fair value movements on contingent consideration

(ii)

(767)

(851)

(1,384)

Acquisition related costs within subsidiaries

(iii)

(840)

(4)

(672)

Share of joint ventures and associates net financial expense

 

(iv)

 

(203)

 

(136)

 

(330)

Share of joint ventures and associates tax

(iv)

(2,631)

(1,879)

(3,562)

Operating profit before exceptional items

 

28,376

27,196

50,570

Exceptional items (Note 5)

(v)

-

-

2,028

Operating profit after exceptional items

 

28,376

27,196

52,598

Net financial expense

(vi)

(2,804)

(3,040)

(5,815)

Profit before tax

 

25,572

24,156

46,783

 

 

 

(i)

Acquisition related intangible asset amortisation charges are not allocated to operating segments in the Group's management reports.

 

(ii)

Fair value movements on contingent consideration are not allocated to operating segments in the Group's management reports.

 

(iii)

Acquisition related costs are transaction costs directly related to the acquisition of subsidiaries and are not allocated to operating segments in the Group's management reports.

 

(iv)

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

 

(v)

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

 

(vi)

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

 

             

 

4.

Adjusted profit before tax, adjusted EBITA and adjusted EBITDA

 

For the purpose of assessing the Group's performance, Total Produce management believe that adjusted EBITDA, 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 2016

€'000

(Unaudited)

6 months to 30 June 2015

€'000

(Audited)

Year ended 31 Dec 2015

€'000

 

 

 

 

Profit before tax per income statement

25,572

24,156

46,783

 

 

 

 

Adjustments

 

 

 

Exceptional items (Note 5)

-

-

(2,028)

Fair value movements on contingent consideration

767

851

1,384

Share of joint ventures and associates tax

2,631

1,879

3,562

Acquisition related intangible asset amortisation within subsidiaries

 

3,844

 

2,595

5,183

Share of joint ventures and associates acquisition related intangible asset amortisation 

1,268

851

2,434

Acquisition related costs within subsidiaries

840

4

672

Adjusted profit before tax

34,922

30,336

57,990

 

 

 

 

Exclude

 

 

 

Net financial expense -  subsidiaries

2,804

3,040

5,815

Net financial expense - share of joint ventures and associates

203

136

330

Adjusted EBITA

37,929

33,512

64,135

 

 

 

 

Exclude

 

 

 

Amortisation of software costs

605

427

988

Depreciation -  subsidiaries

8,435

7,534

15,527

Depreciation - share of joint ventures and associates

1,234

1,172

2,172

Adjusted EBITDA

48,203

42,645

82,822

 

 

5.

Exceptional items

 

(Unaudited)

6 months to 30 June 2016

€'000

(Unaudited)

6 months to 30 June 2015

€'000

(Audited)

Year ended 31 Dec 2015

€'000

 

 

 

 

Profit on disposal of property and leasehold interests

-

-

2,028

Total exceptional items

-

-

2,028

Net tax charge on exceptional items

-

-

(351)

Total

-

-

1,677

         

 

There were no exceptional items in the six month period ended 30 June 2016 (30 June 2015: €Nil) 

In the second half of the year ended 31 December 2015, the Group realised a net profit of €2,028,000 after associated costs on the disposal of property and leasehold interests in Europe. The net tax charge on these disposals was €216,000 and in addition to this a deferred tax charge of €135,000 was recognised on prior year revaluation movements on investment property.

 

6.

Earnings per share

 

Basic earnings per share

Basic earnings per share is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year, excluding shares purchased by the company which are held as treasury shares.

 

 

(Unaudited)

6 months to  30 June 2016

€'000

 

(Unaudited)

6 months to 30 June 2015

€'000

 

(Audited)

Year ended 31 Dec 2015

€'000

 

Profit attributable to equity holders of the parent

15,240

15,552

30,027

 

 

 

 

 

'000

'000

'000

Shares in issue at beginning of period

 

344,609

 

353,312

353,312

New shares issued (weighted average)

810

370

655

Shares repurchased by Company (weighted average)

(3,705)

-

(962)

Effect of treasury shares held

(22,000)

(22,000)

(22,000)

Weighted average number of shares at end of period

319,714

331,682

331,005

 

 

 

 

Basic earnings per share - cent

4.77

4.69

9.07

 

 

 

 

Diluted earnings per share

 

 

 

Diluted earnings per share is calculated by dividing the profit per share attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding after adjustment for the effects of all ordinary shares and options with a dilutive effect.

 

 

(Unaudited)

6 months to  30 June 2016

€'000

 

(Unaudited)

6 months to 30 June 2015

€'000

 

(Audited)

Year ended 31 Dec 2015

€'000

 

Profit attributable to equity holders of the parent

15,240

15,552

30,027

 

 

 

 

 

'000

'000

'000

Weighted average number of shares at end of period

 

319,714

 

331,682

331,005

Effect of share options with a dilutive effect

4,200

1,790

3,850

Weighted average number of shares at end of period (diluted)

 

323,914

 

333,472

334,855

 

 

 

 

Diluted earnings per share - cent

4.70

4.66

8.97

 

 

 

 

The average market value of the Company's shares for the purpose of calculating the dilutive effect of share options was based on the quoted market prices for the period during which the options were outstanding.

         

 

Adjusted fully diluted earnings per share

Management believe that adjusted fully diluted earnings per share as set out below provides a fair reflection of the underlying trading performance of the Group after eliminating the impact of acquisition related intangible asset amortisation charges and costs, remeasurement to fair value of contingent consideration estimates, property revaluations and exceptional items and the related tax on these items.

 

Adjusted fully diluted earnings per share is calculated by dividing the adjusted profit attributable to ordinary shareholders (as calculated below)  by the weighted average number of ordinary shares outstanding after adjustment for the effects of all ordinary shares and options with a dilutive effect.

 

 

(Unaudited)

6 months to  30 June 2016

€'000

(Unaudited)

6 months to 30 June 2015

€'000

(Audited)

Year ended

 31 Dec 2015

€'000

 

 

 

 

Profit attributable to equity holders of the parent

15,240

15,552

30,027

Adjustments:

 

 

 

Exceptional items - net of tax (Note 5)

-

-

(1,677)

Acquisition related intangible asset amortisation in subsidiaries

 

3,844

 

2,595

5,183

Share of joint ventures and associates acquisition related intangible asset amortisation

1,268

 

851

2,434

Acquisition related costs within subsidiaries

840

4

672

Remeasurement to fair value of contingent consideration estimates

 

767

 

851

1,384

Tax effect of amortisation of intangible assets

(1,238)

(724)

(1,673)

Non-controlling interests share of items above

(774)

(710)

(910)

Adjusted fully diluted earnings

19,947

18,419

35,440

 

 

 

 

 

'000

'000

'000

Weighted average number of shares at end

of period (diluted)

 

323,914

 

333,472

334,855

 

 

 

 

Adjusted fully diluted earnings per share - cent

6.16

5.52

10.58

 

 

 

 

 

7.

Post employment defined benefit schemes

 

 

 

(Unaudited)

6 months to   30 June 2016

€'000

(Unaudited)

6 months to

30 June 2015

€'000

(Audited)

Year ended

31 Dec 2015

€'000

 

 

 

 

Pension assets

182,251

183,494

179,136

Pension obligations

(221,561)

(198,694)

(196,310)

Net liability

(39,310)

(15,200)

(17,174)

Net related deferred tax asset

5,767

2,230

2,643

Net liability after tax

(33,543)

(12,970)

(14,531)

Movement in period

 

 

 

 

Net liability at beginning of period

(17,174)

(27,514)

(27,514)

Net interest expense and current service cost recognised in the income statement

 

(2,213)

 

(2,303)

(4,693)

Employer contributions to schemes

2,351

3,042

5,411

Remeasurement (losses)/gains recognised in other comprehensive income

 

(23,241)

 

11,971

9,870

Translation adjustment

967

(396)

(248)

Net liability at end of period

(39,310)

(15,200)

(17,174)

 

 

 

 

The table above summarises the movements in the net liability of the Group's various defined benefit pension schemes in Ireland, the UK and Continental Europe in accordance with IAS 19 Employee Benefits (2011).

 

The Group's balance sheet at 30 June 2016 reflects pension liabilities of €39.3m in respect of schemes in deficit, resulting in a net deficit of €33.5m after deferred tax.

 

The current and past service costs and the net finance expense on the net scheme liabilities are charged to the income statement. Remeasurement gains and losses are recognised in other comprehensive income.

 

In determining the valuation of pension obligations, consultation with independent actuaries is required. The estimation of employee benefit obligations requires the determination of appropriate assumptions such as discount rates, inflations rates and mortality rates.

 

The increase in the net liability during the period was primarily due to the significant decrease in discount rates which results in an increase in the net present value of the obligations of these pension schemes. This was offset in part by a reduction in the inflation rate assumption and positive returns of 7.5% on pension scheme assets in the six month period. The discount rate in Ireland and the Eurozone decreased to 1.70% (31 December 2015: 2.6% and 30 June 2015: 2.50%) and in the UK decreased to 3.10% (31 December 2015: 4.10% and 30 June 2015: 3.90%). The inflation rate in Ireland and the Eurozone decreased to 1.25% (31 December 2015: 1.50% and 30 June 2015: 1.50%) and in the UK decreased to 2.70% (31 December 2015: 3.00% and 30 June 2015: 3.00%).

         

 

8.

Dividends

 

The Board has approved an interim dividend of 0.8096 (2015: 0.736) cent per share which represents a 10.0% increase on the comparative period. This dividend, which will be subject to Irish withholding tax rules, will be paid on 14 October 2016 to shareholders on the register at 16 September 2016. In accordance with company law and IFRS, this dividend has not been provided for in the balance sheet at 30 June 2016. The final dividend for 2015 of €6,482,000 was paid in May 2016.

 

During the period, the Group paid dividends of €3,766,000 (2015: €1,107,000) to non-controlling shareholders in certain of the Group's non wholly-owned subsidiaries.

  

 

9.

Businesses acquired and other developments

 

 

 

 

 

In the six months to 30 June 2016, the Group made a number of investments in the business as explained below.  

 

 

 

Investment in subsidiaries

During the six month period the Group made a number of acquisitions in the Fresh Produce sector in Europe and North America. On 1 February 2016, the Group made a 65% investment in Progressive Produce LLC, headquartered in Los Angeles, California.  Progressive Produce is a grower, packer and distributor of conventional and organic produce to the retail, wholesale and foodservice sectors in the US. An initial payment was made on closing with further consideration due in 2019 contingent on achievement of future profit targets. In addition to this, long term put and call options are in place for the remaining 35% shareholding, both exercisable from early 2022. In addition to this, the Group made a number of other investments in subsidiaries in the Non-Eurozone division with initial payments up front with further consideration payable in later years contingent on achievement of future profit targets. Details of consideration and assets and liabilities arising on acquisition of subsidiaries, the largest being Progressive Produce is as follows:

 

 

(Unaudited)

6 months to

 30 June 2016

€'000

Consideration paid and payable on all subisidiary acquisitions in period

 

Cash consideration

32,855

Contingent consideration

14,491

Deferred consideration

274

Total fair value of consideration

47,620

 

 

Identifiable assets acquired and liabilities assumed

 

Property, plant and equipment

3,670

0BIntangible assets

26,241

Biological assets

308

Inventories

4,485

Trade and other receivables

23,592

Cash, cash equivalents and bank overdrafts

1,921

Bank borrowings

(474)

Finance leases

(683)

Trade and other payables including corporation tax

(23,518)

Deferred tax liabilities

(8,843)

Fair value of net identifiable assets and liabilities acquired

26,699

 

 

Non-controlling interests arising on acquisition

 

Non-controlling interest measured at fair value

15,940

Non-controlling interest measured at share of net assets

165

Total value of non-controlling interests arising on acquisition

16,105

 

 

Goodwill calculation

 

Fair value of consideration

47,620

Fair value of pre-existing interest in acquiree

396

Fair value of net identifiable assets and liabilities acquired

(26,699)

Non-controlling interest arising  on acquisition

16,105

Goodwill arising

37,422

           

 

The principal factor contributing to the recognition of goodwill of €37,422,000 is the realisation of costs savings and synergies expected to be achieved for integrating the acquired entities, and the value and skills of the assembled workforce in the acquired entitites.

 

 

The Group incurred acquisition related costs of €840,000 on legal and professional fees and due diligence in respect of completed acquisitions. This costs have been included in operating expenses in the period.

 

The initial assignment of fair values to net assets for all investments has been performed on a provisional basis in respect of these acquisitions given the timing of the completion of these transactions and will be finalised within twelve months from the acquisition date, as permitted by IFRS 3 (Revised) Business Combinations.

 

Investment in joint ventures and associates

The Group invested €3.4m in new and existing joint ventures and associates including estimated contingent consideration payable on investments if certain profit targets are met. The fair value of the contingent consideration recognised at the date of acquisition of €1.5m was calculated using the expected present value technique.

 

Put option liability

Within certain current year acquisitions, non-controlling shareholders have a put option to put their shareholding to Total Produce. Up to the point of exercise of these put options, the non-controlling shareholder continues to have a right to dividends and voting rights on the shareholdings that are subject to the put option. As outlined in Note 1 of this interim statement, where the holder of the put retains a present ownership interest in the shares, the Group applies the partial recognition of non-controlling interest method for put options. The non-controlling interest is therefore recognised in the traditional manner but is transferred against the put liability reserve for presentation purposes in the balance sheet.

 

The estimated fair value at date of acquisition for the consideration on exercise of these put options was €17,155,000. This put option liability has been recognised in a put option reserve attributable to the equity holders of the parent. The valuation method applied for the purposes of this fair value assessment was the option price formula agreed in the share purchase agreements with the inputs based on the budget plan for 2016 and an application of a steady growth rate, discounted to a net present value with the assumption that the put option would be exercised at the earliest possible date. In accordance with the Group accounting policy for put options (partial recognition of NCI method), and for presentation purposes in the balance sheet, the carrying value of NCI at period end has been transferred to the put option reserve.

 

Payment of contingent and deferred consideration

During the period, the Group paid €1.7m of contingent consideration and €1.9m of deferred consideration relating to prior period acquisitions. 

 

The Group continues to actively pursue further investment opportunities in both new and existing markets.

 

 

Disposal of business

 

In April 2016, the Group disposed of a sports nutrition business in the US. Details of the proceeds received and assets and liabilities disposed of are outlined below.

 

 

30 June 2016

€'000

 

Consideration received

 

 

Cash consideration

3,828

 

Deferred payments (all due within 1 year)

3,790

 

Total fair value of consideration

7,618

 

 

 

 

 Identifiable assets and liabilities disposed including goodwill

8,545

 

 

 

 

Loss on disposal of business (recognised within operating expenses) 

              (927)

 

       

 

10.

Financial instruments

 

 

The fair values of financial assets and financial liabilities, together with the carrying amounts in the Condensed Group Balance Sheet at 30 June 2016, 30 June 2015 and 31 December 2015 are as follows:

 

 

(Unaudited)

30 June 2016

(Unaudited)

30 June 2015

 

Carrying

value

€'000

Fair

value

€'000

Carrying

value

€'000

Fair

value

€'000

Carrying

value

€'000

Fair

value

€'000

 

 

 

 

 

 

 

Other financial assets1

664

664

752

752

732

732

Trade and other receivables - current1*

 

381,205

 

n/a

 

366,087

 

n/a

 

269,798

 

n/a

Trade and other receivables - non-current*

 

8,768

 

8,768

 

2,702

 

2,702

 

5,781

 

5,781

Bank deposits1

4,700

n/a

8,200

n/a

2,500

n/a

Cash and cash equivalents1

103,282

n/a

90,644

n/a

129,738

n/a

Derivative financial assets

969

969

63

63

196

196

 

499,588

 

468,448

 

408,745

 

 

 

 

 

 

 

 

Trade and other payables - current1

 

439,730

 

n/a

 

392,734

 

n/a

 

369,457

 

n/a

Trade and other payables - non-current

 

2,314

 

2,314

 

2,389

 

2,389

 

1,411

 

1,411

Bank overdrafts1

35,915

n/a

45,016

n/a

6,533

n/a

Bank borrowings

163,818

165,148

132,637

133,072

139,628

139,749

Finance lease liabilities1

3,957

4,153

5,069

5,469

4,132

4,327

Derivative financial liabilities

215

215

689

689

407

407

Contingent consideration

49,991

49,991

19,987

19,987

33,512

33,512

Put option liability

17,071

17,071

-

-

-

-

 

713,011

 

598,521

 

555,080

 

 

1.  The Group has availed of the exemption under IFRS 7 Financial Instruments: Disclosure for additional disclosures where fair value closely approximates carrying value.

 

* For the purposes of this analysis prepayments have not been included within other receivables. Carrying value of other financial assets, trade receivables and other receivables are stated net of impairment provision where appropriate and consequently fair value is considered to approximate to carrying value.

 

A number of put and call options arising from acquisitions have immaterial fair value.

 

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

·   Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;

·   Level 2: other  techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly;

·   Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

 

 

 

 

At 30 June 2016, 30 June 2015 and 31 December 2015 the Group recognised and measured the following instruments at fair value:

 

 

(Unaudited)

(Audited)

 

 30 June

2016

Level 2

 30 June

2016

Level 3

 30 June

2015

Level 2

 30 June

2015

Level 3

31 Dec

2015

Level 2

31 Dec

2015

Level 3

 

€'000

€'000

€'000

€'000

€'000

€'000

Assets measured at fair value

 

 

 

 

 

 

At fair value through profit or loss

 

 

 

 

 

 

Foreign exchange contracts

-

-

3

-

-

-

 

 

 

 

 

 

 

Designated as hedging instruments

 

 

 

 

 

 

Foreign exchange contracts

969

-

60

-

196

-

 

 

 

 

 

 

 

Liabilities measured at fair value

 

 

 

 

 

 

At fair value through profit or loss

 

 

 

 

 

 

Foreign exchange contracts

-

-

(193)

-

(198)

-

Interest rate swaps

(110)

-

-

-

(120)

-

Contingent consideration

-

(49,991)

-

(19,987)

-

(33,512)

 

 

 

 

 

 

 

Designated as hedging instruments

 

 

 

 

 

 

Foreign exchange contracts

(90)

-

(335)

-

(75)

-

Interest rate swaps

(15)

-

(161)

-

(14)

 

 

 

 

 

 

 

 

At  fair value  through equity

 

 

 

 

 

 

Put option liability

-

17,071

-

-

-

-

 

 

 

 

 

 

 

 

 

 

Additional disclosures for Level 3 fair value measurements

 

Contingent consideration and put option liability

 

 

 

 

 

 

 

(Unaudited)

Contingent consideration

€'000

(Unaudited)

Put option liability

€'000

(Unaudited)

 

Total

€'000

 

 

 

 

 

 

At 1 January 2016

33,512

-

33,512

 

Paid during the period

(1,689)

-

(1,689)

 

Arising on acquisition of subsidiaries

14,491

17,155

31,646

 

Arising on acquisition of joint ventures

1,527

-

1,527

 

Fair value movement resulting in an adjustment to goodwill - subsidiaries

 

(63)

 

---

 

(63)

 

Fair value movement of put option recognised directly within equity

-

337

337

 

Foreign exchange movements

1,446

(421)

1,025

 

Included in the income statement

 

 

 

 

- Fair value remeasurements

767

-

767

 

At 30 June 2016

49,991

17,071

67,062

 

 

 

 

 

 

Presented on Balance Sheet as follows:

 

 

 

 

Current liability

8,066

-

8,066

 

Non-current liability

41,925

17,071

58,996

 

 

49,991

17,071

67,062

                     

 

 

Contingent consideration

Contingent consideration represents provision for the net present value of the amounts expected to be payable in respect of acquisitions which are subject to earn-out arrangements. Contingent consideration for each individual transaction is valued internally by the Group Finance team and updated as required at each reporting period.

 

Put option liability

The put option liability represents the provision for the net present value of amounts expected to be payable in respect of NCI shareholdings that are subject to put options which give the put option holder the right to put their shareholding to the Group. The valuation method applied for the purposes of this fair value assessment is in accordance with the put option price formula. The inputs used are based on the budget plan for future years and the application of a steady growth rate, discounted to a net present value. The Group estimates that put options would be exercised at the earliest possible date.

 

11.

Cash flows generated from operations

 

(Unaudited)

6 months to

30 June 2016

€'000

(Unaudited)

6 months to

30 June 2015

€'000

(Audited)

Year ended

31 Dec 2015

€'000

 

 

 

 

Operating activities

 

 

 

Profit before tax 

25,572

24,156

46,783

Adjustments for non-cash items:

 

 

 

Income tax paid

(1,715)

(3,277)

(10,747)

Depreciation of property, plant and equipment

8,435

7,534

15,527

Impairment of property, plant and equipment

-

-

743

Insurance income receivable

-

-

(743)

Exceptional gain on disposal of property and leasehold interests

-

-

(2,028)

Remeasurement to fair value of contingent consideration estimates

767

851

1,384

Amortisation of intangible assets - acquisition related

3,844

2,595

5,183

Amortisation of intangible assets - development costs capitalised

103

158

249

Amortisation of intangible assets - computer software

605

427

988

Impairment of goodwill and intangible assets

-

-

-

Amortisation of government grants

(531)

(151)

(332)

Share-based payment expense

154

126

381

Defined benefit pension scheme expense

2,213

2,303

4,693

Contributions to defined benefit pension schemes

(2,351)

(3,042)

(5,411)

Net gain on disposal of property, plant and equipment

(27)

(168)

(516)

Net finance expense

2,804

3,040

5,815

Net financial expense paid

(3,045)

(2,724)

(6,006)

Net (gain)/loss on non-hedging derivative financial instruments

(98)

329

(23)

Loss on disposal of trading assets

927

-

-

Loss on disposal of joint venture investment

-

16

15

Share of profits of joint ventures and associates

(5,483)

(4,866)

(10,099)

Fair value movement in biological assets

308

-

-

Cash flows from operations before working capital movements

32,482

27,307

45,856

Movements in working capital:

 

 

 

-   Movements in inventories

(17,144)

(19,086)

(10,798)

-   Movements in trade and other receivables

(101,374)

(89,316)

14,598

-   Movement in trade and other payables

60,852

41,269

11,155

Total movements in working capital

(57,666)

(67,133)

14,955

Cash flows from operating activities

(25,184)

(39,826)

60,811

 

 

12.

Analysis of Net Debt and Cash and Cash Equivalents

 

 

 

Net debt is a non-IFRS measure which comprises bank deposits, cash and cash equivalents and current and non-current interest-bearing loans and borrowings. The calculation of net debt at 30 June 2016, 30 June 2015 and 31 December 2015 is as follows:

 

             

 

 

(Unaudited)

30 June 2016

€'000

(Unaudited)

30 June 2015

€'000

(Audited)

31 Dec 2015

€'000

Current assets

 

 

 

Bank deposits

4,700

8,200

2,500

Cash and cash equivalents

85,391

69,427

110,895

Call deposits (demand balances)

17,891

21,217

18,843

Current liabilities

 

 

 

Bank overdrafts

(35,915)

(45,016)

(6,533)

Current bank borrowings

(38,759)

(6,377)

(10,073)

Current finance leases

(1,498)

(1,725)

(1,802)

Non-current liabilities

 

 

 

Non-current bank borrowing

(125,059)

(126,260)

(129,555)

Non-current finance leases

(2,459)

(3,344)

(2,330)

Net debt at end of period

(95,708)

(83,878)

(18,055)

 

Reconciliation of cash and cash equivalents per balance sheet to cashflow statement

 

 

 

(Unaudited)

6 months to   30 June 2016

€'000

(Unaudited)

6 months to 30 June 2015

€'000

(Audited)

Year ended 31 Dec 2015

€'000

Cash and cash equivalents per balance sheet

103,282

90,644

129,738

Bank overdrafts

(35,915)

(45,016)

(6,533)

Cash, cash equivalents and bank overdrafts per

Cash flow statement

 

67,367

 

45,628

 

123,205

 

13.

Post balance sheet events

 

 

On 8 July 2016, the High Court of Ireland confirmed approval for the reduction of the Company's share premium account by an amount of €108,071,000.  Following the registration of this court order with the Registrar of Companies on 11 July 2016, the Company reduced its share premium by the sum of €108,071,000 and transferred this amount to retained earnings. There have been no other material events subsequent to 30 June 2016 which would require disclosure or adjustment in this report.

 

14.

Related party transactions

 

 

There have been no related party transactions or changes to related party transactions other from those as described in the 2015 Annual Report that materially affect the financial position or affect the performance of the Group for the six month period ended 30 June 2016.

 

15.

Board approval

 

 

This interim results statement was approved by the Board of Directors of Total Produce plc on 29 August 2016.

 


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