TORTOLA, British Virgin
Islands, Nov. 16, 2015
/PRNewswire/ -- Nomad Foods Limited ("Nomad Foods") (LSE:
NHL), today issues the following trading update for the three, six
and nine month periods ended September 30,
2015.
Reported Results
Nomad Foods acquired Iglo Foods Holdings Limited and its
subsidiaries (the "Iglo Group") on June
1, 2015. Prior to June 1,
2015 Nomad Foods did not have any operations.
Accordingly, Nomad Foods' reported results for the six months ended
September 30, 2015 include the
results of the Iglo Group from June 1,
2015 only.
Please read these in conjunction with the Nomad Foods Limited
Condensed Consolidated Interim Financial Information (unaudited)
for the six months ended September 30,
2015 issued today.
Highlights for the three months ended September 30, 2015
- Revenue for the three months ended September 30, 2015 was €315.5 million resulting
in a €6.3 million profit after tax. For the three months
ended September 30, 2014, revenue was
nil, resulting in a loss after tax of €0.3 million.
Highlights for the six months ended September 30, 2015
- Revenue for the six months ended September 30, 2015 was €418.3 million resulting
in a loss after tax of €390.3 million, primarily resulting from
non-cash charges related to the Founder Preferred Shares Annual
Dividend Amount of €349.0 million and costs of €29.4 million
relating to the acquisition of the Iglo Group. For the six
months ended September 30, 2014,
revenue was nil resulting in a loss after tax of €23.1 million,
primarily due to non-cash charges related to the Founder Preferred
Shares Annual Dividend Amount.
Pro Forma As Adjusted Results
Highlights for the three months ended September 30, 2015
Nomad Foods is presenting Pro Forma As Adjusted financial
information for the three months ended September 30, 2015. For comparative purposes, the
Iglo Group's reported results have been added to the reported
results of Nomad Foods for the three months ended September 30, 2014. The pro forma results for
both periods have been further adjusted for exceptional items in
addition to transaction-related items associated with Nomad Foods
acquisition of the Iglo Group on June
1, 2015. Please see the non-IFRS reconciliation tables
attached hereto and the schedules accompanying this release for an
explanation and reconciliation of the Pro Forma As Adjusted
financial information to the reported results of Nomad
Foods.
- Pro Forma As Adjusted revenue for three months ended
September 30, 2015 decreased by €29.1
million, or 8.4%, to €315.5 million from €344.6 million for the
three months ended September 30,
2014. Allowing for currency impacts and the exit from
Romania, Slovakia & Turkey, like-for-like revenue declined by
11.2%.
- Pro Forma As Adjusted gross profit for the three months ended
September 30, 2015 decreased by €20.7
million, or 16.8%, to €102.6 million from €123.3 million for the
three months ended September 30,
2014. Pro Forma As Adjusted gross margin also fell,
decreasing by 3.3 percentage points to 32.5% from 35.8%. The
decrease in Pro Forma As Adjusted gross margin is driven by an
increased promotional investment coupled with the impact of lower
volume recoveries.
- Pro Forma As Adjusted EBITDA for the three months ended
September 30, 2015 decreased €10.0
million, or 13.6%, to €63.6 million from €73.6 million for the
three months ended September 30,
2014. Pro Forma As Adjusted EBITDA margin decreased by 1.2
percentage points due to the reduction in gross margin discussed
above, offset by focussed cost management.
- Pro Forma As Adjusted EPS is €0.18 for the three months to
September 30, 2015 as compared to
€0.23 for three months ended September 30,
2014.
Highlights for the nine months ended September 30, 2015
In May 2015, Nomad Foods
changed its financial year end to December 31. In order to
align with the Iglo Group's historical reporting calendar, Nomad
Foods is presenting Pro Forma As Adjusted financial information for
the combined results of Nomad Foods and the Iglo Group for the nine
months ended September 30, 2015. Pro
Forma As Adjusted financial information for the nine months ended
September 30, 2015 include the
reported results of Nomad Foods for such period (which include the
results of the Iglo Group from June 1,
2015) and have had the reported results of the Iglo Group
for the five months ended May 31,
2015 added to them. For comparative purposes, the Iglo
Group's reported results have been added to the reported results of
Nomad Foods for the nine months ended September 30, 2014. The pro forma results for
both periods have been further adjusted for exceptional items in
addition to transaction-related items associated with Nomad Foods'
acquisition of the Iglo Group on June 1,
2015. Please see the non-IFRS reconciliation
tables attached hereto and the schedules accompanying this release
for an explanation and reconciliation of the Pro Forma As Adjusted
financial information to the reported results of Nomad
Foods.
- Pro Forma As Adjusted revenue for the nine months ended
September 30, 2015 decreased by €47.2
million, or 4.3%, to €1,058.6 million from €1,105.8 million for the
nine months ended September 30, 2014.
Allowing for currency impacts, the impact of one less trading day
and the exit from Romania,
Slovakia & Turkey, like-for-like revenue declined by
6.9%.
- Pro Forma As Adjusted gross profit for the nine months ended
September 30, 2015 decreased by €28.5
million, or 7.3%, to €359.3 million from €387.8 million for the
nine months ended September 30, 2015.
Pro Forma As Adjusted gross margin decreased by 1.2 percentage
points to 33.9% from 35.1%. This is primarily due to investment in
promotional activity and the impact of lower volume
recoveries.
- Pro Forma As Adjusted EBITDA for the nine months ended
September 30, 2015 decreased €11.6
million, or 5.3%, to €206.5 million from €218.1 million for the
nine months ended September 30,
2014. Pro Forma As Adjusted EBITDA margin of 19.5% was in
line with the strategic target, but decreased by 0.2 percentage
points from 19.7% for the nine months ended September 30, 2014 due to the reduction in gross
margin discussed above.
- Pro Forma As Adjusted EPS is €0.65 for nine months to
September 30, 2015 as compared to
€0.72 for the nine months ended September
30, 2014.
Findus Group's Continental European Business Acquisition
Highlights
On 2 November 2015, Nomad Foods
completed its acquisition of Findus Sverige AB and its subsidiaries
(the "Findus Group's Continental European business") for
approximately £500 million. The acquired business includes
operations across continental Europe with leading market positions in
France, Sweden and Spain along with the intellectual and
commercialization rights to the Findus, Lutosa (until 2020) and La
Cocinera brands in their respective markets. Findus Group's
Continental European business has approximately 1,500 employees and
6 manufacturing locations. The cash portion of the purchase price
was funded from a combination of cash on hand and the issuance of a
€325 million tranche of senior debt under Nomad Foods senior credit
facility. The remainder of the consideration was funded via
the issuance of 8,378,380 ordinary shares. Following this
issuance, the Company's total number of ordinary shares in issue is
178,431,796 of which none are held in treasury.
At the time the deal was announced, Nomad Foods communicated a
synergy target range of €25 – €30 million over the three year
period ending in 2018. Following further analysis, management
now expects to deliver synergies in the range of €35 – €40 million
over the same period.
Management Comments on Results
Stefan Descheemaeker, Nomad
Foods' Chief Executive Officer, stated, "Our overall third quarter
performance was in-line with our expectations at the time of the
acquisition of the Iglo Group, taking into account the continuing
difficult retail environment across our three largest
markets. As we look forward to fiscal 2016, we are confident
our revised strategy (shift from innovation to renovation, revenue
management focus, recalibration between local and global), our
renewed cost savings program and our management changes will enable
us to improve results and take advantage of the growth
opportunities in Europe. In addition, our successfully
completed acquisitions of Iglo and the Findus Group's Continental
European business, and the synergies we are confident of
delivering, will strengthen Nomad's position as a leader within the
frozen and packaged food space and enable us to strengthen our
position in the marketplace."
Noam Gottesman, Nomad Foods'
Co-Chairman and Founder, commented, "I am impressed with the
progress that Stefan and his team have made in re-positioning Nomad
with a strong platform of well-known frozen foods brands. Our
strategic acquisitions of Iglo and the Findus Group's Continental
European business will increase Nomad's market share across
Europe and allow us to yield
substantial cost-saving synergies. I believe these
transformative acquisitions coupled with the execution of Stefan's
strategic vision for long-term growth will lead to long-term value
for shareholders as we build a best-in-class global consumer foods
company."
Pro Forma As Adjusted Financial Information
Pro Forma As Adjusted financial information presented in this
press release is based on the historical financial statements of
Nomad Foods and the historical financial statements of the Iglo
Group, and has been prepared to reflect the acquisition of the Iglo
Group and the changes in the financing structure associated with
the acquisition of the Iglo Group. Pro Forma As Adjusted
financial information should be read in conjunction with the
historical interim financial statements of Nomad Foods accompanying
this press release.
The pro forma adjustments presented herein are based upon
certain assumptions that Nomad Foods believes to be
reasonable. Pro Forma As Adjusted financial information is
presented for informational purposes only and is not necessarily
indicative of the combined financial position or results of
operations that would have been realized had the acquisition of the
Iglo Group occurred on an earlier date, nor is it meant to be
indicative of any anticipated combined financial position or future
results of operations that the combined group will
experience. Pro Forma As Adjusted financial information does
not reflect the cost of any integration or benefits from the
acquisition of the Iglo Group that may be derived in the
future.
Non-IFRS Financial Measures
Nomad Foods also utilizes certain additional key performance
indicators described below. Nomad Foods believe these
measures provide an important alternative measure with which to
assess its underlying trading performance on a constant
basis. Nomad Foods' calculation of EBITDA and Pro Forma As
Adjusted EBITDA may be different from the calculations used by
other companies and comparability may therefore be limited.
EBITDA and Pro Forma As Adjusted EBITDA are non-IFRS measures and
you should not consider them an alternative or substitute for
Profit and Loss after tax as a measure of operating
performance.
EBITDA is Profit/Loss before tax for the period before net
financing costs, depreciation, amortization, exceptional items,
charges relating to the Founders Preferred Shares Annual Dividend
Amount, charges relating to the redemption of warrants and other
similar items. Pro Forma As Adjusted EBITDA is EBITDA further
adjusted to add the results of the Iglo Group to the reported
results of Nomad Foods for periods when Iglo Group was not owned by
Nomad Foods. We believe EBITDA and Pro Forma As Adjusted
EBITDA are useful indicators and can assist securities analysts,
investors and other parties to perform their own evaluations.
Accordingly, the information has been disclosed to permit a more
complete and comprehensive analysis of our operating
performance. EBITDA and similar measures are used by
different companies for different purposes and are often calculated
in ways that reflect the individual needs and circumstances of
these companies. You should exercise caution in comparing
EBITDA or Pro Forma As Adjusted EBITDA with similarly titled
measures of other companies. EBITDA and Pro Forma As Adjusted
EBITDA are not measures of liquidity or performance calculated in
accordance with IFRS and should be viewed as a supplement to, not a
substitute for, our results of operations presented in accordance
with IFRS.
|
As reported
Financial Information
|
|
(In € millions,
except per share data)
|
|
|
Nomad Foods As
reported Profit and Loss (unaudited)
|
|
Three months ended
September 30, 2015 and September 30, 2014
|
|
|
Nomad Foods as
reported for the three months ended September 30,
2015
|
Nomad Foods as
reported for the three months ended September 30,
2014
|
|
|
€m
|
€m
|
|
|
|
-
|
|
|
Net
revenue
|
315.5
|
-
|
|
|
Cost of
sales
|
(215.1)
|
-
|
|
|
Gross
profit
|
100.4
|
-
|
|
|
Other
costs
|
(47.1)
|
(0.1)
|
|
|
Operating
profit/(loss) before exceptional items
|
53.3
|
(0.1)
|
|
|
Exceptional
items
|
(16.9)
|
(0.2)
|
|
|
Operating
profit/(loss) after exceptional items
|
36.4
|
(0.3)
|
|
|
Interest
income
|
0.6
|
-
|
|
|
Interest
expense
|
(20.6)
|
-
|
|
|
Foreign
exchange
|
(5.5)
|
-
|
|
|
Net financing
costs
|
(25.5)
|
-
|
|
|
Profit/(loss)
before tax
|
10.9
|
(0.3)
|
|
|
Taxation
|
(4.6)
|
-
|
|
|
Profit/(loss) for
the period
|
6.3
|
(0.3)
|
|
|
Earnings per
Share
|
|
Nomad Foods as
reported for the three months ended September 30,
2015
€m
|
Nomad Foods as
reported for the three months ended September 30,
2014
€m
|
|
Profit for the period
in € millions
|
|
6.3
|
(0.3)
|
|
Weighted average
shares outstanding
|
|
170,365,312
|
51,360,165
|
|
Income/(loss) per
share in €
|
|
€0.04
|
(0.01)
|
|
Nomad Foods As
reported Profit and Loss (unaudited)
|
|
Six months ended
September 30, 2015 and September 30, 2014
|
|
Nomad Foods as
reported for the six months ended September 30, 2015
|
Nomad Foods as
reported for the six months ended September 30, 2014
|
|
|
€m
|
€m
|
|
|
|
|
|
|
Net
revenue
|
418.3
|
-
|
|
|
Cost of
sales
|
(311.0)
|
-
|
|
|
Gross
profit
|
107.3
|
-
|
|
|
Other
income/(costs)
|
(414.9)
|
(23.0)
|
|
|
Operating loss
before exceptional items
|
(307.6)
|
(23.0)
|
|
|
Exceptional
items
|
(37.8)
|
(0.2)
|
|
|
Operating loss
after exceptional items
|
(345.4)
|
(23.2)
|
|
|
Interest
income
|
1.5
|
-
|
|
|
Interest
expense
|
(27.7)
|
-
|
|
|
Foreign
exchange
|
(13.4)
|
0.1
|
|
|
Net financing
costs
|
(39.6)
|
0.1
|
|
|
Profit/(loss)
before tax
|
(385.0)
|
(23.1)
|
|
|
Taxation
|
(5.3)
|
-
|
|
|
Profit/(loss) for
the period
|
(390.3)
|
(23.1)
|
|
|
Earnings per
Share
|
|
Nomad Foods as
reported for the six months ended September 30, 2015
€m
|
Nomad Foods as
reported for the six months ended September 30, 2014
€m
|
|
Loss for the period
in € millions
|
|
(390.3)
|
(23.1)
|
|
Weighted average
shares outstanding
|
|
130,512,120
|
46,209,891
|
|
Loss per share in
€
|
|
(2.99)
|
(0.50)
|
|
Balance sheet as
at September 30, 2015 and September 30, 2014
(unaudited)
|
|
|
|
Nomad Foods as
reported as at September 30, 2015
|
Nomad Foods as
reported as at March 31, 2015
|
|
|
€m
|
€m
|
|
|
|
|
|
Non-current
assets
|
|
|
|
Intangible
assets
|
2,677.5
|
-
|
|
Property, plant and
equipment
|
260.3
|
-
|
|
Deferred tax
assets
|
48.8
|
-
|
|
Total non-current
assets
|
2,986.6
|
-
|
|
|
|
|
|
Current
assets
|
|
|
|
Inventories
|
256.5
|
-
|
|
Trade and other
receivables
|
34.0
|
320.6
|
|
Deferred borrowing
costs
|
3.1
|
-
|
|
Derivative financial
instruments
|
2.0
|
-
|
|
Cash and cash
equivalents
|
842.6
|
126.8
|
|
Total current
assets
|
1,138.2
|
447.4
|
|
Total
assets
|
4,124.8
|
447.4
|
|
|
|
|
|
Current
liabilities
|
|
|
|
Bank
overdrafts
|
461.1
|
-
|
|
Trade and other
payables
|
294.1
|
0.7
|
|
Derivative financial
instruments
|
4.7
|
-
|
|
Founder share
dividend liability
|
-
|
38.2
|
|
Current tax
payable
|
18.4
|
-
|
|
Provisions
|
29.3
|
-
|
|
Total current
liabilities
|
807.6
|
38.9
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
Loans and
borrowings
|
1,169.9
|
-
|
|
Employee
benefits
|
110.6
|
-
|
|
Founder share
dividend liability
|
-
|
133.1
|
|
Warrant redemption
liability
|
|
0.5
|
|
Deferred tax
liabilities
|
322.1
|
-
|
|
Total non-current
liabilities
|
1,602.6
|
133.6
|
|
Total
liabilities
|
2,410.2
|
172.5
|
|
|
|
|
|
Net
assets
|
1,714.6
|
274.9
|
|
|
|
|
|
Deficit
attributable to equity holders
|
|
|
|
Capital
reserve
|
1,651.4
|
353.5
|
|
Founder Preferred
Share Dividend reserve
|
531.5
|
-
|
|
Merger
reserve
|
0.9
|
-
|
|
Translation
reserve
|
76.6
|
88.9
|
|
Cash flow hedging
reserve
|
(0.1)
|
-
|
|
Accumulated
deficit
|
(545.7)
|
(167.5)
|
|
Total
equity
|
1,714.6
|
274.9
|
|
Cash flow
statement for the six months ended September 30, 2015 and September
30, 2014 (unaudited)
|
|
|
|
Nomad Foods as
reported as at September 30, 2015
|
Nomad Foods as
reported as at September 30, 2014
|
|
|
€m
|
€m
|
|
|
|
|
|
Cash flows from
operating activities
|
|
|
|
Net loss
|
(390.3)
|
(23.1)
|
|
Reconciliation of net
loss to net cash used in operating activities:
|
|
|
|
Exceptional
items
|
37.8
|
0.2
|
|
Non-cash charge
related to Founder Preferred Shares Annual Dividend
Amount
|
349.0
|
22.4
|
|
Non-cash (gain)/charge
related to Warrant redemption liability
|
(0.4)
|
0.4
|
|
Non-cash fair value
purchase price adjustment of inventory
|
26.0
|
-
|
|
Depreciation and
amortisation
|
10.8
|
-
|
|
Finance
costs
|
41.1
|
-
|
|
Finance
income
|
(1.5)
|
(0.1)
|
|
Taxation
|
5.3
|
-
|
|
Operating cash
flow before changes in working capital and
provisions
|
77.8
|
(0.2)
|
|
Increase in
inventories
|
(53.7)
|
-
|
|
Decrease in trade and
other receivables
|
32.4
|
-
|
|
Increase in trade and
other payables
|
12.5
|
0.1
|
|
Increase in employee
benefits & other provisions
|
(0.6)
|
-
|
|
Cash generated
from operations
|
68.4
|
(0.1)
|
|
Cash flows relating to
exceptional items
|
(73.4)
|
(0.2)
|
|
Tax paid
|
(4.3)
|
-
|
|
Net cash used in
operating activities
|
(9.3)
|
(0.3)
|
|
|
|
|
|
Cash flows from
investing activities:
|
|
|
|
Purchase of Iglo, net
of cash acquired
|
(689.0)
|
-
|
|
Purchase of portfolio
investments
|
-
|
(166.6)
|
|
Redemption of
portfolio investments
|
178.3
|
-
|
|
Purchase of property,
plant and equipment
|
(7.7)
|
-
|
|
Purchase of
intangibles
|
(0.2)
|
-
|
|
Net cash used in
investing
activities
|
(518.6)
|
(166.6)
|
|
|
|
|
|
Cash flows from
financing activities:
|
|
|
|
Proceeds from issuance
of Founder Preferred Shares
|
-
|
10.6
|
|
Proceeds from issuance
of Ordinary Shares
|
1,303.7
|
350.7
|
|
Costs of
admission
|
(5.8)
|
(8.0)
|
|
Loans from Founder
Entities for incorporation
|
-
|
0.1
|
|
Repayment of loans to
Founder Entities
|
-
|
(0.1)
|
|
Repayment of loan
principal
|
(490.0)
|
-
|
|
Payment of financing
fees
|
(5.4)
|
-
|
|
Interest
paid
|
(24.4)
|
-
|
|
Interest
received
|
0.7
|
-
|
|
Net cash provided
by financing activities
|
778.8
|
353.3
|
|
|
|
|
|
Net increase in
cash and cash equivalents
|
250.9
|
186.4
|
|
Cash and cash
equivalents at beginning of period
|
126.8
|
-
|
|
Effect of exchange
rate fluctuations
|
3.8
|
17.6
|
|
Cash and cash
equivalents at end of period
|
381.5
|
204.0
|
|
|
Cash and cash
equivalents comprise cash at bank of €842.6m less bank overdrafts
of €461.1m (2014: cash at bank of €204.4m, bank overdrafts
€nil).
|
|
Pro Forma As
Adjusted Financial Information
|
|
(In € millions,
except per share data)
|
|
|
The following table
reconciles Pro Forma As Adjusted financial information for the
three months ended September 30, 2015 to the reported results of
Nomad Foods for such period.
|
|
|
Pro Forma As
Adjusted Profit and Loss (unaudited)
|
|
Three months ended
September 30, 2015
|
|
|
Nomad Foods
as
reported for
the
three months
ended
September 30,
2015
|
Adjustments
(1)
|
|
Nomad Foods
Pro
Forma As
Adjusted
for the
three
months
ended
September 30,
2015
|
|
€m
|
€m
|
|
€m
|
|
|
|
|
|
|
Net
revenue
|
315.5
|
-
|
|
315.5
|
|
Cost of
sales
|
(215.1)
|
2.2
|
a)
|
(212.9)
|
|
Gross
profit
|
100.4
|
2.2
|
|
102.6
|
|
Other
costs
|
(47.1)
|
-
|
|
(47.1)
|
|
Operating profit
before exceptional items
|
53.3
|
2.2
|
|
55.5
|
|
Exceptional
items
|
(16.9)
|
16.9
|
b)
|
-
|
|
Operating profit
after exceptional items
|
36.4
|
19.1
|
|
55.5
|
|
Interest
income
|
0.6
|
-
|
|
0.6
|
|
Interest
expense
|
(20.6)
|
5.5
|
c)
|
(15.1)
|
|
Foreign
exchange
|
(5.5)
|
5.5
|
d)
|
-
|
|
Net financing
(costs)/income
|
(25.5)
|
11.0
|
|
(14.5)
|
|
Profit before
tax
|
10.9
|
30.1
|
|
41.0
|
|
Taxation
|
(4.6)
|
(5.4)
|
e)
|
(10.0)
|
|
Profit for the
period
|
6.3
|
24.7
|
|
31.0
|
|
|
Earnings per
Share
|
|
|
Nomad
Foods
as reported for
the three
months ended
September 30, 2015
|
|
Nomad Foods
Pro
Forma As Adjusted
for the
three
months ended
September 30, 2015
|
|
|
Profit for the period
in € millions
|
|
|
6.3
|
|
31.0
|
|
|
Weighted average
shares outstanding(2)
|
|
|
170,365,312
|
|
170,365,312
|
|
|
Income per share in
€
|
|
|
€0.04
|
|
€0.18
|
|
|
|
|
|
|
|
|
|
(1a) Adjustment to
remove an acquisition accounting adjustment relating to cashflow
hedge accounting.
|
|
|
(1b) Adjustment
to remove Exceptional items, which do not have a continuing
impact. See table 'EBITDA and Pro Forma As Adjusted EBITDA
(unaudited)
Three Months Ended
September 30, 2015' for a detailed list of Exceptional
Items.
|
|
|
(1c) Adjustments
to eliminate financing costs related to the acquisition of the Iglo
Group.
|
|
|
(1d) Adjustment
to remove non-cash foreign exchange translation
charges.
|
|
|
(1e) Adjustment
to add back the tax impact of the adjustments described above and
to reflect the applicable effective tax rate.
|
|
|
(2) For both reported
and Pro Forma As Adjusted EPS, weighted average shares outstanding
includes the Founder Preferred Shares because they are convertible
into ordinary shares at the holder's option. All shares issued in
the period are weighted according to their actual issuance
date.
|
|
|
|
|
The following table
reconciles Pro Forma As Adjusted financial information for the
three months ended September 30, 2014 to the reported results of
Nomad Foods for such period:
|
|
|
|
Pro Forma As
Adjusted Profit and Loss (unaudited)
Three Months Ended
September 30, 2014
|
|
|
|
|
|
|
Nomad
Foods as
reported
for the
three
months
ended
September 30,
2014
|
Iglo Group as
reported
for the
three
months
ended
September 30,
2014
|
Adjustments
(1)
|
|
Nomad Foods
Pro
Forma As
Adjusted
for the
three
months
ended
September 30,
2014
|
|
|
€m
|
€m
|
€m
|
|
€m
|
|
Net
revenue
|
-
|
344.6
|
-
|
|
344.6
|
|
Cost of
sales
|
-
|
(221.3)
|
-
|
|
(221.3)
|
|
Gross
profit
|
-
|
123.3
|
-
|
|
123.3
|
|
Other (costs) /
income
|
(0.1)
|
(57.4)
|
(0.5)
|
a)
|
(58.0)
|
|
Operating
profit/(loss) before exceptional items
|
(0.1)
|
65.9
|
(0.5)
|
|
65.3
|
|
Exceptional
items
|
(0.2)
|
(27.3)
|
27.5
|
b)
|
-
|
|
Operating
profit/(loss) after exceptional items
|
(0.3)
|
38.6
|
27.0
|
|
65.3
|
|
Interest
income
|
-
|
0.5
|
-
|
|
0.5
|
|
Interest
expense
|
-
|
(91.7)
|
76.5
|
c)
|
(15.2)
|
|
Foreign
exchange
|
-
|
(5.8)
|
5.8
|
d)
|
-
|
|
Net financing (costs)
/ income
|
-
|
(97.0)
|
82.3
|
|
(14.7)
|
|
Profit/(loss)
before tax
|
(0.3)
|
(58.4)
|
109.3
|
|
50.6
|
|
Taxation
|
-
|
(10.4)
|
(3.8)
|
e)
|
(14.2)
|
|
Profit/(loss) for
the period
|
(0.3)
|
(68.8)
|
105.5
|
|
36.4
|
|
|
|
|
|
|
|
|
Earnings per
Share
|
|
|
Nomad Foods
as
reported for
the
three months
ended
September 30,
2014
|
|
Nomad Foods Pro
Forma As Adjusted for the three months ended September 30,
2014
|
|
Profit/(loss) for the
period in € millions
|
|
|
(0.3)
|
|
36.4
|
|
Weighted average
shares outstanding(2)
|
|
|
51,360,165
|
|
155,463,713
|
|
Income/(Loss) per
share in €
|
|
|
(0.01)
|
|
0.23
|
|
|
|
|
|
|
|
|
(1a) Adjustment
to add back the incremental depreciation on property, plant and
equipment fair value uplift recorded as part of purchase price
accounting for the acquisition of the Iglo Group and deduct the
amortisation charged on brands that were identified as being
impaired.
|
|
(1b) Adjustment
to remove Exceptional items, which do not have a continuing impact.
See table 'EBITDA and Pro Forma As Adjusted EBITDA
(unaudited)
Three Months Ended
September 30, 2014' for a detailed list of exceptional
items.
|
|
(1c) Adjustments
to eliminate historical Iglo Group intercompany non-cash interest
and to reduce senior debt interest in order to reflect the new debt
structure and amount in place as at June 1, 2015.
|
|
(1d) Adjustment
to remove non-cash foreign exchange translation
charges.
|
|
(1e) Adjustment to
add back the tax impact of the adjustments described above and to
reflect the applicable effective tax rate.
|
|
(2) For both reported
and Pro Forma As Adjusted EPS, weighted average shares outstanding
includes Founder Preferred Shares because they are convertible into
ordinary shares at the holder's option. Pro Forma As Adjusted
weighted average shares assumes all shares issued prior to June 1,
2015 were issued on 1 April 2014. All shares issued subsequent to
June 1, 2015 are weighted according to their actual issuance
date.
|
|
|
|
|
|
|
The following table
reconciles Pro Forma As Adjusted financial information for the nine
months ended September 30, 2015 to the reported results of Nomad
Foods for such period:
|
|
|
Pro Forma As
Adjusted Profit and Loss (unaudited)
|
|
Nine months ended
September 30, 2015
|
|
Nomad Foods as
reported for the six months ended September 30,
2015
|
Nomad Foods as
reported for the three months ended March 31, 2015
|
Iglo Group as
reported results for the five months ended May 31,
2015
|
Adjustments
(1)
|
|
Nomad Foods Pro
Forma As Adjusted for the nine months ended September 30,
2015
|
|
|
€m
|
€m
|
€m
|
€m
|
|
€m
|
|
|
|
|
|
|
|
|
|
|
Net
revenue
|
418.3
|
-
|
640.3
|
-
|
|
1,058.6
|
|
|
Cost of
sales
|
(311.0)
|
-
|
(417.9)
|
29.6
|
a)
|
(699.3)
|
|
|
Gross
profit
|
107.3
|
-
|
222.4
|
29.6
|
|
359.3
|
|
|
Other
income/(costs)
|
(414.9)
|
(143.8)
|
(109.5)
|
491.3
|
b)
|
(176.9)
|
|
|
Operating
profit/(loss) before exceptional items
|
(307.6)
|
(143.8)
|
112.9
|
520.9
|
|
182.4
|
|
|
Exceptional
items
|
(37.8)
|
(0.6)
|
(90.3)
|
128.7
|
c)
|
-
|
|
|
Operating
profit/(loss) after exceptional items
|
(345.4)
|
(144.4)
|
22.6
|
649.6
|
|
182.4
|
|
|
Interest
income
|
1.5
|
-
|
2.0
|
-
|
|
3.5
|
|
|
Interest
expense
|
(27.7)
|
-
|
(97.3)
|
79.6
|
d)
|
(45.4)
|
|
|
Foreign
exchange
|
(13.4)
|
-
|
(20.5)
|
33.9
|
e)
|
-
|
|
|
Net financing
costs
|
(39.6)
|
-
|
(115.8)
|
113.5
|
|
(41.9)
|
|
|
Profit/(loss)
before tax
|
(385.0)
|
(144.4)
|
(93.2)
|
763.1
|
|
140.5
|
|
|
Taxation
|
(5.3)
|
-
|
(39.7)
|
8.9
|
f)
|
(36.1)
|
|
|
Profit/(loss) for
the period
|
(390.3)
|
(144.4)
|
(132.9)
|
772.0
|
|
104.4
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per
Share
|
|
|
|
Nomad Foods
as
reported for
the
nine months
ended
September 30,
2015
|
|
Nomad Foods
Pro
Forma As
Adjusted
for
the
nine
months ended
September 30,
2015
|
|
|
Profit/(loss) for the
period in € millions
|
|
|
|
(534.7)
|
|
104.4
|
|
|
Weighted average
shares outstanding(2)
|
|
|
|
103,880,353
|
|
160,468,605
|
|
|
Income/(Loss) per
share in €
|
|
|
|
(5.15)
|
|
0.65
|
|
|
|
|
|
|
|
|
|
|
|
|
(1a) Adjustment to
add back the non-cash inventory fair value uplift recorded as part
of purchase price accounting for the acquisition of the Iglo
Group.
|
|
(1b) Adjustment
to add back the incremental depreciation on property, plant and
equipment fair value uplift recorded as part of purchase price
accounting for the acquisition of the Iglo Group and deduct the
amortisation charged on brands that were identified as being
impaired. Also adds back the €492.6 million non-cash charges
related to the Founder Preferred Share Annual Dividend Amount and
deduct the €0.4 million income from the reversal of the warrant
redemption liability.
|
|
(1c) Adjustment
to remove Exceptional items, which do not have a continuing
impact. See table 'EBITDA and Pro Forma As Adjusted EBITDA
(unaudited)
Nine Months Ended
September 30, 2015' for a detailed list of exceptional
items.
|
|
(1d) Adjustments to
eliminate non-cash intragroup interest, financing costs related to
the acquisition of the Iglo Group, historical Iglo Group non-cash
intercompany interest and to reduce senior debt interest in order
to reflect the new debt structure and amount in place as at June 1,
2015.
|
|
(1e) Adjustment
to remove non-cash foreign exchange translation
charges.
|
|
(1f) Adjustment to
add back the tax impact of the adjustments described above and to
reflect the applicable effective tax rate.
|
|
(2) For both reported
and Pro Forma As Adjusted EPS, weighted average shares outstanding
includes the Founder Preferred Shares because they are mandatorily
convertible into ordinary shares. Pro Forma As Adjusted weighted
average shares assumes all shares issued prior to June 1, 2015 were
issued on 1 April 2014. All shares issued subsequent to June 1,
2015 are weighted.
|
|
The following table
reconciles Pro Forma As Adjusted financial information for the nine
months ended September 30, 2014 to the reported results of Nomad
Foods for such period:
|
|
Pro Forma As
Adjusted Profit and Loss (unaudited)
Nine Months Ended
September 30, 2014
|
|
|
|
|
|
|
|
|
|
Nomad Foods
as
reported for the
nine
months
ended
September 30,
2014
|
Iglo Group as
reported
for the nine
months ended
September 30,
2014
|
Adjustments
(1)
|
|
Nomad Foods
Pro
Forma As
Adjusted
for the nine
months
ended
September
30,
2014
|
|
|
€m
|
€m
|
€m
|
|
€m
|
|
Net
revenue
|
-
|
1,105.8
|
-
|
|
1,105.8
|
|
Cost of
sales
|
-
|
(718.0)
|
-
|
|
(718.0)
|
|
Gross
profit
|
-
|
387.8
|
-
|
|
387.8
|
|
Other
(costs)/income
|
(23.0)
|
(191.7)
|
21.3
|
a)
|
(193.4)
|
|
Operating
profit/(loss) before exceptional items
|
(23.0)
|
196.1
|
21.3
|
|
194.4
|
|
Exceptional
items
|
(0.2)
|
(38.7)
|
38.9
|
b)
|
-
|
|
Operating
profit/(loss) after exceptional items
|
(23.2)
|
157.4
|
60.2
|
|
194.4
|
|
Interest
income
|
-
|
3.9
|
-
|
|
3.9
|
|
Interest
expense
|
-
|
(219.4)
|
174.0
|
c)
|
(45.4)
|
|
Foreign
exchange
|
0.1
|
(15.5)
|
15.4
|
d)
|
-
|
|
Net financing
costs
|
0.1
|
(231.0)
|
189.4
|
|
(41.5)
|
|
Profit/(loss)
before tax
|
(23.1)
|
(73.6)
|
249.6
|
|
152.9
|
|
Taxation
|
-
|
(35.7)
|
(6.0)
|
e)
|
(41.7)
|
|
Profit/(loss) for
the period
|
(23.1)
|
(109.3)
|
243.6
|
|
111.2
|
|
|
|
|
|
|
|
|
Earnings per
Share
|
|
|
Nomad Foods as
reported for the nine months ended September 30,
2014
|
|
Nomad Foods Pro
Forma As Adjusted for the nine months ended September 30,
2014
|
|
Profit/(loss) for the
period in € millions
|
|
|
(23.1)
|
|
111.2
|
|
Weighted average
shares outstanding(2)
|
|
|
46,209,891
|
|
155,463,713
|
|
Income/(Loss) per
share in €
|
|
|
(0.50)
|
|
0.72
|
|
|
|
|
|
|
|
|
(1a) Adjustment
to add back the incremental depreciation on property, plant and
equipment fair value uplift recorded as part of purchase price
accounting for the acquisition of the Iglo Group and deduct the
amortisation charged on brands that were identified as being
impaired and add back the non-cash charges related to the Founder
Preferred Share Annual Dividend Amount. The Company intends to
settle the Founder Preferred Shares Annual Dividend Amount
with equity and therefore the liability has been classified as part
of equity as of June 1, 2015 and accordingly no further
revaluations are expected.
|
|
(1b) Adjustment
to remove Exceptional items, which do not have a continuing
impact. See table 'EBITDA and Pro Forma As Adjusted EBITDA
(unaudited)
Nine Months Ended
September 30, 2014' for a detailed list of exceptional
items.
|
|
(1c) Adjustments
to eliminate historical Iglo Group intercompany non-cash interest
and to reduce senior debt interest in order to reflect the new debt
structure and amount in place as at June 1, 2015.
|
|
(1d) Adjustment
to remove non-cash foreign exchange translation
charges.
|
|
(1e) Adjustment to
add back the tax impact of the adjustments described above and to
reflect the applicable effective tax rate.
|
|
(2) For both reported
and Pro Forma As Adjusted EPS, weighted average shares outstanding
includes the Founder Preferred Shares because they are mandatorily
convertible into ordinary shares. Pro Forma As Adjusted weighted
average shares assumes all shares issued prior to June 1, 2015 were
issued on 1 April 2014. All shares issued subsequent to June 1,
2015 are weighted.
|
|
|
|
|
|
|
|
|
|
|
|
The following table
reconciles EBITDA and Pro Forma As Adjusted EBITDA for the three
months ended September 30, 2015 to the reported results of Nomad
Foods for such period:
|
|
|
EBITDA and Pro
Forma As Adjusted EBITDA (unaudited)
|
|
Three Months Ended
September 30, 2015
|
|
|
|
|
|
|
|
|
Nomad Foods
as
reported for
the
three months
ended
September 30,
2015
|
Adjustments
(1)
|
|
Nomad Foods
Pro
Forma As
Adjusted
for the three
months
ended September
30,
2015
|
|
|
€m
|
€m
|
|
€m
|
|
Profit before
tax
|
10.9
|
30.1
|
a)
|
41.0
|
|
Net
interest
|
25.5
|
(11.0)
|
b)
|
14.5
|
|
Depreciation
|
7.8
|
-
|
|
7.8
|
|
Amortization
|
0.3
|
-
|
|
0.3
|
|
EBITDA
|
44.5
|
19.1
|
|
63.6
|
|
Exceptional
items:
|
|
|
|
-
|
|
Transactions
related costs
|
8.5
|
(8.5)
|
c)
|
-
|
|
Costs related to
management incentive plans
|
1.5
|
(1.5)
|
d)
|
-
|
|
Investigation of
strategic opportunities and other items
|
2.7
|
(2.7)
|
e)
|
-
|
|
Cisterna fire net
costs
|
0.6
|
(0.6)
|
f)
|
-
|
|
Other
restructuring costs
|
3.6
|
(3.6)
|
g)
|
-
|
|
Adjusted
EBITDA
|
61.4
|
2.2
|
|
63.6
|
|
(1a) Includes
adjustments for transaction-related items associated with Nomad
Foods acquisition of the Iglo Group on June 1, 2015, adjustments to
reflect the capital structure of the business as at September 30,
2015 and adjustments to eliminate other exceptional items.
See table 'Pro Forma As Adjusted Profit and Loss (unaudited) Three
months ended September 30, 2015' for a detailed list of adjustments
other than as described below.
|
|
(1b) Add back of
adjustments to eliminate non-cash foreign exchange movements and
non-recurring elements of the interest charge for the
period.
|
|
(1c) Transaction
related costs include costs incurred relating to the acquisitions
of the Iglo Group and the Findus Group's Continental European
business and costs incurred in preparation for listing on the US
stock exchange.
|
|
(1d) Costs
incurred in relation to management incentive plans that are
considered exceptional.
|
|
(1e) Costs incurred
in relation to investigation of strategic opportunities. For
example, net ongoing costs incurred as a result of the Group's
decision to cease marketing its products in Romania, Slovakia and
Turkey, as well as exit costs for Russia, where closure was
announced in September 2015.
|
|
(1f) Ongoing
incremental costs incurred as a result of an August 2014 fire in
the Group's Italian production facility, excluding prospective
insurance policy claims.
|
|
(1g) Costs relating
to planned restructuring activities in the German
factories.
|
|
The following table
reconciles EBITDA and Pro Forma As Adjusted EBITDA for the three
months ended September 30, 2014 to the reported results of Nomad
Foods for such period:
|
|
|
EBITDA and Pro
Forma As Adjusted EBITDA (unaudited)
|
|
Three Months Ended
September 30, 2014
|
|
|
|
|
|
|
|
Nomad Foods
as
reported for
the
three months
ended
September 30,
2014
|
Iglo Group
as
reported for
the
three months
ended
September 30,
2014
|
Adjustments
(1)
|
|
Nomad Foods
Pro
Forma As
Adjusted
for the three
months
ended September
30,
2014
|
|
€m
|
€m
|
€m
|
|
€m
|
|
Profit/(Loss)
before tax
|
(0.3)
|
(58.4)
|
109.3
|
a)
|
50.6
|
|
Net
interest
|
-
|
97.0
|
(82.3)
|
b)
|
14.7
|
|
Depreciation
|
-
|
6.4
|
0.8
|
c)
|
7.2
|
|
Amortization
|
-
|
1.4
|
(0.3)
|
c)
|
1.1
|
|
EBITDA
|
(0.3)
|
46.4
|
27.5
|
|
73.6
|
|
Exceptional
items:
|
|
|
|
|
|
|
Transactions
related costs
|
0.2
|
0.3
|
(0.5)
|
d)
|
-
|
|
Costs related to
management incentive plans
|
-
|
3.5
|
(3.5)
|
e)
|
-
|
|
Investigation of
strategic opportunities and other items
|
-
|
6.2
|
(6.2)
|
f)
|
-
|
|
Cisterna fire net
costs
|
-
|
7.4
|
(7.4)
|
g)
|
-
|
|
Other
restructuring costs
|
-
|
9.9
|
(9.9)
|
h)
|
-
|
|
Adjusted
EBITDA
|
(0.1)
|
73.7
|
-
|
|
73.6
|
|
(1a) Includes
adjustments for non-cash charges related to the Founder Preferred
Shares Annual Dividend Amount, pro forma transaction-related items
associated with Nomad Foods acquisition of the Iglo Group on June
1, 2015, adjustments to reflect the capital structure of the
business as at September 30, 2015 and adjustments to eliminate
other exceptional items. See table 'Pro Forma As Adjusted
Profit and Loss (unaudited) Three months ended September 30, 2014'
for a detailed list of adjustments other than as described
below.
|
|
(1b) Add back of
adjustments described below to eliminate non-cash foreign exchange
movements, adjustments to reflect the capital structure of the
business as at September 30, 2015 and add back non-recurring
elements of the interest charge for the period.
|
|
(1c) Adjustment to
add back the incremental depreciation on property, plant and
equipment fair value uplift recorded as part of purchase price
accounting for the acquisition of the Iglo Group and deduct the
amortisation charged on brands that were identified as being
impaired.
|
|
(1d) Transaction
related costs include costs incurred relating to potential future
acquisitions and ongoing costs within the Iglo Group resulting from
the acquisition of Findus Italy.
|
|
(1e) Costs
incurred in relation to management incentive plans that are
considered exceptional.
|
|
(1f) Costs incurred
in relation to investigation of strategic opportunities.
|
|
(1g) Ongoing
incremental costs incurred as a result of an August 2014 fire in
the Group's Italian production facility, excluding prospective
insurance policy claims.
|
|
(1h) Costs relating
to planned restructuring activities in the German
factories.
|
|
|
The following table
reconciles EBITDA and Pro Forma As Adjusted EBITDA for the nine
months ended September 30, 2015 to the reported results of Nomad
Foods for such period:
|
|
|
|
|
EBITDA and Pro
Forma As Adjusted EBITDA (unaudited)
Nine Months Ended
September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nomad
Foods
as reported
for
the six months
ended
September 30,
2015
|
Nomad Foods
as
reported for
the
three months
ended
March 31,
2015
|
Iglo Group
as
reported for
the
five months
ended
May 31,
2015
|
Adjustments
(1)
|
|
Nomad Foods
Pro
Forma As
Adjusted
for the nine
months
ended September
30,
2015
|
|
|
€m
|
€m
|
€m
|
€m
|
|
€m
|
|
Profit/(Loss)
before tax
|
(385.0)
|
(144.4)
|
(93.2)
|
763.1
|
a)
|
140.5
|
|
Net
interest
|
39.6
|
-
|
115.8
|
(113.5)
|
b)
|
41.9
|
|
Depreciation
|
10.3
|
-
|
11.3
|
1.3
|
c)
|
22.9
|
|
Amortization
|
0.5
|
-
|
1.2
|
(0.5)
|
c)
|
1.2
|
|
EBITDA
|
(334.6)
|
(144.4)
|
35.1
|
650.4
|
|
206.5
|
|
|
|
|
|
|
|
|
|
Transactions
related costs
|
29.4
|
0.6
|
3.8
|
(33.8)
|
d)
|
-
|
|
Purchase price
adjustment to intangible assets
|
-
|
-
|
61.0
|
(61.0)
|
e)
|
-
|
|
Costs related to
management incentive plans
|
1.5
|
-
|
22.9
|
(24.4)
|
f)
|
-
|
|
Investigation of
strategic opportunities and other items
|
2.7
|
-
|
1.3
|
(4.0)
|
g)
|
-
|
|
Cisterna fire net
costs
|
0.6
|
-
|
1.3
|
(1.9)
|
h)
|
-
|
|
Other
restructuring costs
|
3.6
|
-
|
-
|
(3.6)
|
i)
|
-
|
|
Adjusted
EBITDA
|
(296.8)
|
(143.8)
|
125.4
|
521.7
|
|
206.5
|
|
(1a) Includes
adjustments for non-cash charges related to the Founder Preferred
Share Annual Dividend Amount, transaction-related items associated
with Nomad Foods acquisition of the Iglo Group on June 1, 2015,
adjustments to reflect the capital structure of the business as at
September 30, 2015 and adjustments to eliminate other exceptional
items. See table 'Pro Forma As Adjusted Profit and Loss
(unaudited) Nine months ended September 30, 2015' for a detailed
list of adjustments other than as described below.
|
|
(1b) Add back of
adjustments to eliminate non-cash foreign exchange movements,
adjustments to reflect the capital structure of the business as at
September 30, 2015 and add back non-recurring elements of the
interest charge for the period.
|
|
(1c) Adjustment to
add back the incremental depreciation on property, plant and
equipment fair value uplift recorded as part of purchase price
accounting for the acquisition of the Iglo Group and deduct the
amortisation charged on brands that were identified as being
impaired.
|
|
(1d) Transaction
related costs include costs incurred relating to the acquisitions
of the Iglo Group and the Findus Group's Continental European
business and costs incurred in preparation for listing on the US
stock exchange, as well as ongoing costs within the Iglo Group
resulting from the acquisition of Findus Italy.
|
|
(1e) Elimination of
impairments to the Findus Italy brand and certain items of
property, plant and equipment, identified as part of the purchase
price exercise on the acquisition of the Iglo Group. At the
Nomad Foods level, these adjustments are recognised within
goodwill, but at the Iglo Group level they are reported within
profit and loss.
|
|
(1f) Costs
incurred in relation to management incentive plans that are
considered exceptional.
|
|
(1g) Costs incurred
in relation to investigation of strategic opportunities. For
example net ongoing costs incurred as a result of the Group's
decision to cease marketing its products in Romania, Slovakia and
Turkey, as well as exit costs for Russia, where closure was
announced in September 2015.
|
|
(1h) Ongoing
incremental costs incurred as a result of an August 2014 fire in
the Group's Italian production facility, excluding prospective
insurance policy claims.
|
|
(1i) Costs relating
to planned restructuring activities in the German
factories.
|
|
The following table
reconciles EBITDA and Pro Forma As Adjusted EBITDA for the nine
months ended September 30, 2014 to the reported results of Nomad
Foods for such period:
|
|
|
|
|
EBITDA and Pro
Forma As Adjusted EBITDA (unaudited)
|
|
|
Nine Months Ended
September 30, 2014
|
|
|
|
|
|
|
|
|
Nomad Foods
as
reported for
the
nine months
ended
September 30,
2014
|
Iglo Group
as
reported for
the
nine months
ended
September 30,
2014
|
Adjustments
(1)
|
|
Nomad Foods
Pro
Forma As
Adjusted
for the nine
months
ended September
30,
2014
|
|
€m
|
€m
|
€m
|
|
€m
|
|
Profit/(Loss)
before tax
|
(23.1)
|
(73.6)
|
249.6
|
a)
|
152.9
|
|
Net
interest
|
(0.1)
|
231.0
|
(189.4)
|
b)
|
41.5
|
|
Depreciation
|
-
|
18.4
|
2.3
|
c)
|
20.7
|
|
Amortization
|
-
|
3.8
|
(0.8)
|
c)
|
3.0
|
|
EBITDA
|
(23.2)
|
179.6
|
61.7
|
|
218.1
|
|
|
|
|
|
|
|
Transactions
related costs
|
0.2
|
0.3
|
(0.5)
|
d)
|
-
|
|
Costs related to
management incentive plans
|
-
|
10.6
|
(10.6)
|
e)
|
-
|
|
Investigation of
strategic opportunities and other items
|
-
|
9.4
|
(9.4)
|
f)
|
-
|
|
Cisterna fire net
costs
|
-
|
7.4
|
(7.4)
|
g)
|
-
|
|
Other
restructuring costs
|
-
|
11.0
|
(11.0)
|
h)
|
-
|
|
Adjusted
EBITDA
|
(23.0)
|
218.3
|
22.8
|
|
218.1
|
|
(1a) Includes
adjustments for non-cash charges related to the Founder Preferred
Share Annual Dividend Amount, pro forma transaction-related items
associated with Nomad Foods acquisition of the Iglo Group on June
1, 2015, adjustments to reflect the capital structure of the
business as at September 30, 2015 and adjustments to eliminate
other exceptional items. See table 'Pro Forma As Adjusted
Profit and Loss (unaudited) Nine months ended September 30, 2014'
for a detailed list of adjustments other than as described
below.
|
|
(1b) Add back of
adjustments to eliminate non-cash foreign exchange movements,
adjustments to reflect the capital structure of the business as at
September 30, 2015 and add back non-recurring elements of the
interest charge for the period.
|
|
(1c) Adjustment to
add back the incremental depreciation on property, plant and
equipment fair value uplift recorded as part of purchase price
accounting for the acquisition of the Iglo Group and deduct the
amortisation charged on brands that were identified as being
impaired.
|
|
(1d) Transaction
related costs include costs incurred relating to potential future
acquisitions and ongoing costs within the Iglo Group resulting from
the acquisition of Findus Italy.
|
|
(1e) Costs
incurred in relation to management incentive plans that are
considered exceptional.
|
|
(1f) Costs incurred
in relation to investigation of strategic opportunities.
|
|
(1g) Ongoing
incremental costs incurred as a result of an August 2014 fire in
the Group's Italian production facility, excluding prospective
insurance policy claims.
|
|
(1h) Costs relating
to planned restructuring activities in the German
factories.
|
Additional Performance Measures
In assessing the performance of the business Nomad Foods
additionally use measures calculated based on performance for
latest twelve month period ("LTM"). Nomad Foods is presenting
Pro Forma As Adjusted financial information for the combined
results of Nomad Foods and the Iglo Group for the twelve months
ended September 30, 2015. Pro Forma
As Adjusted financial information for the twelve months ended
September 30, 2015 includes the
reported results of Nomad Foods for such period (which include the
reported results of the Iglo Group from June
1, 2015) and have had the reported results of the Iglo Group
for the eight months ended May 31,
2015 added to them. For comparative purposes, the Iglo
Group's reported results have been added to the reported results of
Nomad Foods for the twelve months ended September 30, 2014. The pro forma results for
both periods have been further adjusted for exceptional items in
addition to transaction-related items associated with Nomad Foods'
acquisition of the Iglo Group on June 1,
2015.
|
Twelve Months
Ended September 30, 2015
|
|
|
|
|
|
|
Nomad Foods
as
reported for
the
six months
ended
September 30,
2015
|
Nomad Foods
as
reported for
the
six months
ended
March 31,
2015
|
Iglo Group
as
reported for
the
eight months
ended
May 31,
2015
|
Adjustments
(1)
|
|
Nomad Foods
Pro
Forma As
Adjusted
for the twelve
months
ended September
30,
2015
|
|
|
|
€m
|
€m
|
€m
|
€m
|
|
€m
|
|
|
Profit/(Loss) for
the period
|
(390.3)
|
(144.4)
|
(132.7)
|
825.5
|
a)
|
158.1
|
|
|
Tax
|
5.3
|
-
|
45.8
|
(2.3)
|
b)
|
48.8
|
|
|
Profit/(Loss)
before tax
|
(385.0)
|
(144.4)
|
(86.9)
|
823.2
|
|
206.9
|
|
|
Net
interest
|
39.6
|
-
|
175.0
|
(160.3)
|
c)
|
54.3
|
|
|
Depreciation
|
10.3
|
-
|
17.7
|
2.0
|
d)
|
30.0
|
|
|
Amortization
|
0.5
|
-
|
3.0
|
(0.7)
|
d)
|
2.8
|
|
|
EBITDA
|
(334.6)
|
(144.4)
|
108.8
|
664.2
|
|
294.0
|
|
|
|
|
|
|
|
|
|
|
|
Transactions
related costs
|
29.4
|
0.5
|
5.2
|
(35.1)
|
e)
|
-
|
|
|
Purchase price
adjustment to intangible assets
|
-
|
-
|
61.0
|
(61.0)
|
f)
|
-
|
|
|
Costs related to
management incentive plans
|
1.5
|
-
|
29.0
|
(30.5)
|
g)
|
-
|
|
|
Investigation of
strategic opportunities and other items
|
2.7
|
-
|
3.5
|
(6.2)
|
h)
|
-
|
|
|
Cisterna fire net
costs
|
0.6
|
-
|
(0.6)
|
-
|
i)
|
-
|
|
|
Other
restructuring costs
|
3.6
|
-
|
6.4
|
(10.0)
|
j)
|
-
|
|
|
Adjusted
EBITDA
|
(296.8)
|
(143.9)
|
213.3
|
521.4
|
|
294.0
|
|
|
|
|
|
|
|
|
|
|
|
Working capital
movement
|
(12.5)
|
0.3
|
12.4
|
-
|
|
0.2
|
|
|
Pensions and other
cash flows
|
(0.6)
|
-
|
(5.3)
|
-
|
|
(5.9)
|
|
|
Capital
Expenditure
|
(7.7)
|
-
|
(21.3)
|
-
|
|
(29.0)
|
|
|
Adjusted operating
cashflow before tax
|
(317.6)
|
(143.6)
|
199.1
|
521.4
|
|
259.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nomad Foods
as
reported for the
twelve
months ended
September
30,
2015
|
|
Nomad Foods
Pro
Forma As
Adjusted
for the
twelve
months
ended
September 30,
2015
|
|
|
|
|
|
|
|
|
Profit/(loss) for the
period in € millions
|
|
|
|
(534.7)
|
|
158.1
|
|
Weighted average
shares outstanding(2)
|
|
|
|
90,268,559
|
|
159,203,632
|
|
Income/(Loss) per
share in €
|
|
|
|
(€5.92)
|
|
€0.99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating
cashflow before tax
|
|
|
|
(461.3)
|
|
259.3
|
|
Adjusted
EBITDA
|
|
|
|
(440.7)
|
|
294.0
|
|
LTM cash
conversion rate
|
|
|
|
104.7%
|
|
88.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
debt(3)
|
|
|
|
801.6
|
|
801.6
|
|
Adjusted
EBITDA
|
|
|
|
(440.7)
|
|
294.0
|
|
LTM net leverage
ratio
|
|
|
|
(1.8x)
|
|
2.7x
|
|
(1a) Includes
adjustments for non-cash charges related to the Founder Preferred
Shares Annual Dividend Amount, transaction-related items associated
with Nomad Foods acquisition of the Iglo Group on June 1, 2015,
adjustments to reflect the capital structure of the business as at
September 30, 2015, adjustments to eliminate other exceptional
items and tax adjustments thereon.
|
|
(1b) Tax adjustments
on the adjustments noted in item (1a) are added back.
|
|
(1c) Add back of
adjustments to eliminate non-cash foreign exchange movements,
adjustments to reflect the capital structure of the business as at
September 30, 2015 and add back non-recurring elements of the
interest charge for the period.
|
|
(1d) Adjustment to
add back the incremental depreciation on property, plant and
equipment fair value uplift recorded as part of purchase price
accounting for the acquisition of the Iglo Group and deduct the
amortisation charged on brands that were identified as being
impaired.
|
|
(1e) Transaction
related costs include costs incurred relating to the acquisitions
of the Iglo Group and the Findus Group's Continental European
business and costs incurred in preparation for listing on the US
stock exchange, as well as ongoing costs within the Iglo Group
resulting from the acquisition of Findus Italy.
|
|
(1f) Elimination of
impairments to the Findus Italy brand and certain items of property
plant and equipment, identified as part of the purchase price
exercise on the acquisition of the Iglo Group. At the Nomad
Foods level, these adjustments are recognised within goodwill, but
at the Iglo Group level they are reported within profit and
loss.
|
|
(1g) Costs
incurred in relation to management incentive plans that are
considered exceptional.
|
|
(1h) Costs incurred
in relation to investigation of strategic opportunities. For
example net ongoing costs incurred as a result of the Group's
decision to cease marketing its products in Romania, Slovakia and
Turkey, as well as exit costs for Russia, where closure was
announced in September 2015.
|
|
(1i) Ongoing
incremental costs incurred as a result of an August 2014 fire in
the Group's Italian production facility, excluding prospective
insurance policy claims.
|
|
(1j) Costs relating
to planned restructuring activities in the German
factories.
|
|
(2) For both reported
and Pro Forma As Adjusted EPS, weighted average shares outstanding
includes the Founder Preferred Shares because they are mandatorily
convertible into ordinary shares. Pro Forma As Adjusted weighted
average shares assumes all shares issued prior to June 1, 2015 were
issued on 1 April 2014. All shares issued subsequent to June 1,
2015 are weighted.
|
|
(3) Net debt includes
cash at bank of €842.6 million less bank overdrafts of €461.1
million and external debt of €1,183.1 million. This figure includes
the net proceeds from the July 2015 equity offering.
|
|
|
|
|
|
|
|
|
Twelve Months
Ended September 30, 2014
|
|
|
|
|
Nomad
Foods
Limited
Pro
Forma for
the
twelve months
ended
September 30,
2014
|
Iglo Group
results
for the
twelve
months
ended
September 30,
2014
|
Adjustments
(1)
|
|
Pro Forma
As
Adjusted for
the
twelve months
ended
September 30,
2014
|
|
|
€m
|
€m
|
€m
|
|
€m
|
|
Profit/(Loss) for
the period
|
(23.1)
|
(140.7)
|
318.9
|
a)
|
155.1
|
|
Tax
|
-
|
25.8
|
28.2
|
b)
|
54.0
|
|
Profit/(Loss)
before tax
|
(23.1)
|
(114.9)
|
347.1
|
|
209.1
|
|
Net
interest
|
(0.1)
|
295.4
|
(240.8)
|
c)
|
54.5
|
|
Depreciation
|
-
|
24.6
|
3.0
|
d)
|
27.6
|
|
Amortization
|
-
|
5.0
|
(1.1)
|
d)
|
3.9
|
|
EBITDA
|
(23.2)
|
210.1
|
108.2
|
|
295.1
|
|
|
|
|
|
|
-
|
|
Transactions
related costs
|
0.2
|
0.3
|
(0.5)
|
e)
|
-
|
|
Impairment of
goodwill
|
-
|
27.4
|
(27.4)
|
f)
|
-
|
|
Costs related to
management incentive plans
|
-
|
16.8
|
(16.8)
|
g)
|
-
|
|
Investigation of
strategic opportunities and other items
|
-
|
15.1
|
(15.1)
|
h)
|
-
|
|
Cisterna fire net
costs
|
-
|
7.4
|
(7.4)
|
i)
|
-
|
|
Other
restructuring costs
|
-
|
18.3
|
(18.3)
|
j)
|
-
|
|
Adjusted
EBITDA
|
(23.0)
|
295.4
|
22.7
|
|
295.1
|
|
|
|
|
|
|
|
|
Working capital
movement
|
0.1
|
25.8
|
-
|
|
25.9
|
|
Pensions and other
cash flows
|
-
|
(1.1)
|
-
|
|
(1.1)
|
|
Capital
Expenditure
|
-
|
(26.2)
|
-
|
|
(26.2)
|
|
Adjusted operating
cashflow before tax
|
(22.9)
|
293.9
|
22.7
|
|
293.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nomad Foods
as
reported for the
twelve
months ended
September
30,
2014
|
|
Nomad Foods Pro
Forma As Adjusted for the twelve months ended September 30,
2014
|
|
Earnings per
Share
|
|
|
|
|
|
|
|
Profit/(loss) for the
period in € millions
|
|
|
|
(23.1)
|
|
155.1
|
|
Weighted average
shares outstanding(2)
|
|
|
|
46,209,891
|
|
155,463,713
|
|
(Loss)/Income
per share in €
|
|
|
|
(0.50)
|
|
1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating
cashflow before tax
|
|
|
|
(22.9)
|
|
293.7
|
|
Adjusted
EBITDA
|
|
|
|
(23.0)
|
|
295.1
|
|
LTM cash
conversion rate
|
|
|
|
(99.6%)
|
|
99.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
debt(3)
|
|
|
|
(204.0)
|
|
1,283.3
|
|
Adjusted EBITDA for
the period
|
|
|
|
(23.0)
|
|
295.1
|
|
LTM net leverage
ratio
|
|
|
|
8.9x
|
|
4.3x
|
|
(1a) Includes
adjustments for non-cash charges related to the Founder Preferred
Shares Annual Dividend Amount, pro forma transaction-related items
associated with Nomad Foods acquisition of the Iglo Group on June
1, 2015, adjustments to reflect the capital structure of the
business as at September 30, 2015, adjustments to eliminate other
exceptional items and tax adjustments thereon.
|
|
(1b) Tax adjustments
on the adjustments noted in item (1a) are added back.
|
|
(1c) Add back of
adjustments to eliminate non-cash foreign exchange movements,
adjustments to reflect the capital structure of the business as at
September 30, 2015 and add back non-recurring elements of the
interest charge for the period.
|
|
(1d) Adjustment to
add back the incremental depreciation on property, plant and
equipment fair value uplift recorded as part of purchase price
accounting for the acquisition of the Iglo Group and deduct the
amortisation charged on brands that were identified as being
impaired.
|
|
(1e) Transaction
related costs include costs incurred relating to potential future
acquisitions and ongoing costs within the Iglo Group resulting from
the acquisition of Findus Italy.
|
|
(1f) Elimination of
impairments to goodwill recognised for the Iglo Belgian business
recorded in December 2013.
|
|
(1g) Costs
incurred in relation to management incentive plans that are
considered exceptional.
|
|
(1h) Costs incurred
in relation to investigation of strategic opportunities.
|
|
(1i) Ongoing
incremental costs incurred as a result of an August 2014 fire in
the Group's Italian production facility, excluding prospective
insurance policy claims.
|
|
(1j) Costs relating
to planned restructuring activities in the German
factories.
|
|
(2) For both reported
and Pro Forma As Adjusted EPS, weighted average shares outstanding
includes the Founder Preferred Shares because they are mandatorily
convertible into ordinary shares. Pro Forma As Adjusted weighted
average shares assumes all shares issued prior to June 1, 2015 were
issued on 1 April 2014. All shares issued subsequent to June 1,
2015 are weighted.
|
|
(3) As reported net
debt includes cash at bank of €204.0 million. Pro Forma net
debt includes cash at bank of €766.6 million less bank overdrafts
of €413.3 million and external debt of €1,636.6 million.
|
Forward-Looking Statements
Forward-Looking Statements and Disclaimers
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts, including expectations regarding (i) the
Company's ability to expand its presence in the frozen foods
market; (ii) the success of the company's strategic initiatives;
(iii) completion of successful acquisitions in the same and
adjacent categories; (iv) the reduction in the Iglo Group's debt
levels; (v) the future operating and financial performance of the
Company; and (vi) the success of the unified Findus brand.
These statements are not guarantees of future performance and are
subject to known and unknown risks, uncertainties and other factors
that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements, including
(i) economic conditions, competition and other risks that may
affect the Company's future performance; (ii) the risk that
securities markets will react negatively to actions by the Company;
(iii) the ability to recognize the anticipated benefits of the
Company to take advantage of strategic opportunities; (iv) the
successful completion of strategic acquisitions; (v) the limited
liquidity and trading of the Company's securities; (vi) changes in
applicable laws or regulations; and (vii) the other risks and
uncertainties disclosed in the Company's public filings and any
other public disclosures by the Company or the Iglo Group. Given
these risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by applicable law, neither the
Company nor the Iglo Group undertake any obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise.
Conference Call
Later today, the Company will discuss its earnings via a webcast
presentation, currently scheduled at 1:30
p.m. Greenwich Mean Time (8:30 a.m.
EST).
To participate on the live call listeners in the United Kingdom may dial 0808 2370030 and
listeners in the United States may
dial 1866 928 7517; the access code is 84119555#. For a list of all
international dial-in numbers, please click here.
Additionally, the call is being webcast and can be accessed at
www.nomadfoods.com under Investor Relations; the event password is
663503#.
About Nomad Foods
Nomad Foods (LSE: NHL) is a leading frozen foods company
building a global portfolio of best-in-class food companies and
brands within the frozen category and across the broader food
sector. Nomad produces, markets and distributes brands in 15
countries and has the leading market share in Western Europe.
The Company's portfolio of leading frozen food brands includes
Birdseye, Iglo, and Findus. More information on Nomad Foods
Limited is available at www.nomadfoods.com.
No Offer or Solicitation
This release and referenced conference call is provided for
informational purposes only and does not constitute an offer to
sell, or an invitation to subscribe for, purchase or exchange, any
securities or the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance, exchange or
transfer of the securities referred to in this press release in any
jurisdiction in contravention of applicable law.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about
and observe such restrictions.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/nomad-foods-limited-announces-financial-results-for-the-periods-ended-september-30-2015-300178935.html
SOURCE Nomad Foods Limited