We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Total Produce Plc | LSE:TOT | London | Ordinary Share | IE00B1HDWM43 | ORD EUR0.01 (CDI) |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 165.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMTOT
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 EUR1.91 billion -- Adjusted fully diluted EPS up 11.6% to 6.16 cent -- Adjusted EBITDA up 13.0% to EUR48.2m -- Adjusted EBITA up 13.2% to EUR37.9m -- Adjusted profit before tax up 15.1% to EUR34.9m -- 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 MONTHSED 30 JUNE 2016 2016 2015 EUR'million EUR'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 EUR32.5m (2015: EUR27.3m) 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 EUR1.91 billion (2015: EUR1.73 billion) with adjusted EBITA up 13.2% to EUR37.9m (2015: EUR33.5m). 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) (Unaudited) 6 months to 30 June 6 months to 30 June 2016 2015 Total Adjusted Total Adjusted revenue EBITA revenue EBITA EUR'000 EUR'000 EUR'000 EUR'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 EUR870m (2015: EUR833m) with an 8.9% increase in adjusted EBITA to EUR13.3m (2015: EUR12.2m). 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 EUR811m (2015: EUR767m) with adjusted EBITA increasing by 5.1% to EUR19.8m (2015: EUR18.8m). 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 EUR261m (2015: EUR158m) with adjusted EBITA increasing 94.2% to EUR4.9m (2015: EUR2.5m). 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 EUR5.5m (2015: EUR4.9m) assisted by the incremental impact of acquisitions. Dividends received from joint ventures and associates in the period amounted to EUR7.8m (2015: EUR7.3m). 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 EUR28.4m (2015: EUR27.2m). Net Financial Expense Net financial expense in the period decreased to EUR2.8m (2015: EUR3.0m) 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 EUR0.2m (2015: EUR0.1m). 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 EUR34.9m (2015: EUR30.3m). Statutory profit before tax after these items was EUR25.6m (2015: EUR24.2m). Non-Controlling Interests The non-controlling interests' share of after tax profits in the period was EUR5.4m (2015: EUR3.9m). Included in the charge was the non-controlling interests' share of acquisition related intangible asset amortisation charges and costs with related tax impact of EUR0.8m (2015: EUR0.7m). Excluding these non-trading items, the non-controlling interests' share of after tax profits increased by EUR1.6m. 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 EUR95.7m compared to EUR83.9m at 30 June 2015 and EUR18.1m 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 EUR49.4m (30 June 2015: EUR39.2m and 31 December 2015: EUR40.5m). The Group generated EUR32.5m (2015: EUR27.3m) in operating cash flows in the period before seasonal working capital outflows of EUR57.7m (2015: EUR67.1m). Cash outflows on routine capital expenditure, net of disposals, were EUR9.0m (2015: EUR7.5m). Dividends received from joint ventures and associates in the period increased to EUR7.8m (2015: EUR7.3m) while dividends paid to non-controlling interests increased to EUR3.8m (2015: EUR1.1m). Cash outflows on acquisitions amounted to EUR34.9m (2015: EUR8.1m) with contingent and deferred consideration payments relating to prior period acquisitions of EUR3.6m (2015: EUR9.2m). The Group received cash of EUR3.8m (2015: EURNil) on the disposal of trading assets in the period as set out in more detail later. In the period there were cash outflows of EUR4.7m (2015: EURNil) on development capital expenditure. The Group distributed EUR6.5m (2015: EUR5.9m) in dividends to equity shareholders in the year and made payments of EUR6.0m (2015: EURNil) acquiring its own shares. There was a positive movement of EUR2.6m (2015: EUR3.5m 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) (Unaudited) (Audited) 6 months 6 months Year-ended to 30 June to 30 June 31 Dec 2015 2016 2015 EUR'm EUR'm EUR'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 EUR33.5m at 30 June 2016 from EUR14.5m 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 EUR22.8m to EUR216.0m at 30 June 2016 after accounting for the share buy-back and pension movements in the period. Profit after tax of EUR15.2m attributable to equity shareholders was offset by remeasurement losses of EUR20.3m (net of deferred tax) on post-employment defined benefit schemes, currency translation loss of EUR5.6m on the retranslation of the net assets of foreign currency denominated operations to Euro, the payment of dividends of EUR6.5m to equity shareholders of the Company and the share buy-back of EUR6.0m. Development Activity In the six months ended 30 June 2016, the Group has committed investments of EUR51m including deferred and contingent consideration payable
of over EUR16m 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 EUR7.6m. 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 EUR20m 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 EUR6.0m. 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) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) 6 months 6 months 6 months 6 months 6 months 6 months (Audited) (Audited) (Audited) to to to to to to Year ended Year ended Year ended 30 June 30 June 30 June 30 June 30 June 30 June 31 Dec 31 Dec 31 Dec 2016 2016 2016 2015 2015 2015 2015 2015 2015 Pre- Exceptional Total Pre- Exceptional Total Pre- Exceptional Total Exceptional items Exceptional items Exceptional items (Note 5) (Note 5) (Note 5) EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'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) (Unaudited) (Audited) 6 months 6 months Year ended to 30 June to 30 June 31 Dec 2015 2016 2015 EUR'000 EUR'000 EUR'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) (Unaudited) (Audited) 30 June 2016 30 June 2015 31 Dec 2015 EUR'000 EUR'000 EUR'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 Undeno-minated Put capital option For the EUR'000 Own Currency reserve Other Non- half-year ended Share Share De-merger shares translation Reval-uation EUR'000 equity Retained controlling Total 30 June 2016 capital premium Reserve reserve reserve reserve reserves* earnings Total interests equity (Unaudited) EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'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 ------------------------------------------------------------------------------------------------------- For the half-year ended Own Currency Other Non- 30 June Share Share De-merger shares translation Reval-uation equity Retained controlling Total 2015 capital premium Reserve reserve reserve reserve reserves* earnings Total interests equity (Unaudited) EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'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 Un- denom Own Currency Reval-uation Other Non-controlling Share Share inated De-merger shares translation reserve equity Retained interests Total capital premium capital reserve reserve reserve EUR'000 reserves earnings Total EUR'000 equity For the year EUR'000 EUR'000 EUR'000 EUR'000 EUR'00 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 ended 31 December 2015 (Audited) 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 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 - - - - - 4,553 296 (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) (Unaudited) (Audited) 6 months 6 months Year ended to to 30 June 2016 30 June 2015 31 Dec 2015 EUR'000 EUR'000 EUR'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) (Unaudited) (Audited) 6 months 6 months Year ended to to 30 June 2016 30 June 31 Dec 2015 2015 EUR'000 EUR'000 EUR'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 Closing rate 6 months to 30 June 30 June % change 30 June 31 Dec % change 2016 2015 2016 2015 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) (Unaudited) (Audited) 6 months to 6 months to Year ended 30 June 2016 30 June 2015 31 Dec 2015 Total Adjusted Total Adjusted Total Adjusted revenue EBITA revenue EBITA revenue EBITA EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'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) (Unaudited) (Audited) 6 months 6 months Year ended to to 30 June 31 Dec 30 June 2015 2015 2016 EUR'000 EUR'000 EUR'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) (Unaudited) (Audited) 6 months 6 months to Year ended to 30 June 30 June 2015 31 Dec 2015 2016 EUR'000 EUR'000 EUR'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) (Unaudited) (Audited) 6 months 6 months Year ended to 30 June to 30 June 31 Dec 2015 2016 2015 EUR'000 EUR'000 EUR'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: EURNil) In the second half of the year ended 31 December 2015, the Group realised a net profit of EUR2,028,000 after associated costs on the disposal of property and leasehold interests in Europe. The net tax charge on these disposals was EUR216,000 and in addition to this a deferred tax charge of EUR135,000 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) (Unaudited) (Audited) 6 months to 6 months Year ended 30 June 2016 to 30 June 31 Dec 2015 2015 EUR'000 EUR'000 EUR'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) (Unaudited) (Audited) 6 months to 6 months Year ended 30 June 2016 to 30 June 31 Dec 2015 2015 EUR'000 EUR'000 EUR'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) (Unaudited) (Audited) 6 months to 6 months Year ended 30 June 2016 to 30 June 2015 EUR'000 EUR'000 31 Dec 2015 EUR'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) (Unaudited) (Audited) 6 months 6 months to Year ended to 30 June 2016 EUR'000 30 June 2015 31 Dec 2015 EUR'000 EUR'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 EUR39.3m in respect of schemes in deficit, resulting in a net deficit of EUR33.5m 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 EUR6,482,000 was paid in May 2016. During the period, the Group paid dividends of EUR3,766,000 (2015: EUR1,107,000) 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 EUR'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 EUR37,422,000 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 EUR840,000 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 EUR3.4m 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 EUR1.5m 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 EUR17,155,000. 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 EUR1.7m of contingent consideration and EUR1.9m 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 EUR'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) (Unaudited) (Audited) 30 June 2016 30 June 2015 31 Dec 2015 Carrying Fair Carrying Fair Carrying Fair
value value value value value value EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 Other financial assets(1) 664 664 752 752 732 732 Trade and other receivables - current(1) * 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 deposits(1) 4,700 n/a 8,200 n/a 2,500 n/a Cash and cash equivalents(1) 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 - current(1) 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 overdrafts(1) 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 liabilities(1) 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) (Unaudited) (Audited) 30 June 30 June 30 June 30 June 31 Dec 31 Dec 2016 2016 2015 2015 2015 2015 Level Level Level Level Level Level 2 3 2 3 2 3 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'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) (Unaudited) (Unaudited) Contingent Put option consideration liability Total EUR'000 EUR'000 EUR'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) (Unaudited) (Audited) 6 months 6 months Year ended to to 30 June 2016 30 June 2015 31 Dec 2015 EUR'000 EUR'000 EUR'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 308 - - assets 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) (Unaudited) (Audited) 30 June 2016 30 June 2015 31 Dec 2015 EUR'000 EUR'000 EUR'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) (Unaudited) (Audited) 6 months 6 months Year ended to 30 June to 30 June 31 Dec 2015 2016 2015 EUR'000 EUR'000 EUR'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 EUR108,071,000. 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 EUR108,071,000 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR SEEFAUFMSESA
(END) Dow Jones Newswires
August 30, 2016 02:01 ET (06:01 GMT)
1 Year Total Produce Chart |
1 Month Total Produce Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions