FELTHAM, England, Nov. 29, 2016 /PRNewswire/ -- Nomad Foods
Limited ("Nomad Foods" or the "Company") (NYSE: NOMD), today
issues the following trading update for the three and nine month
periods ended September 30, 2016.
Nomad Foods is presenting consolidated operating results and
financial information for the three and nine months ended
September 30, 2016.
Highlights for the three months ended September 30, 2016
- Revenue for the three months ended September 30, 2016 was €439.5 million, resulting
in a €3.6 million profit after tax, which includes exceptional
items and share based payment charges of €34.3 million.
- For the three months ended September 30,
2015, revenue was €315.5 million, resulting in a profit
after tax of €6.3 million, which includes exceptional items of
€16.9m.
- For the three months ended September 30,
2016, earnings per share was €0.02 compared to an earnings
per share of €0.04 in the three months ended September 30, 2015.
- EBITDA, which includes exceptional items and share based
payment charges, was €50.8 million for the three months ended
September 30, 2016 compared to an
EBITDA of €44.6 million for the three months ended September 30, 2015.
Highlights for the nine months ended September 30, 2016
- Revenue for the nine months ended September 30, 2016 was €1,442.5 million,
resulting in a €38.5 million profit after tax, which includes
exceptional items and share based payment charges of €113.1
million.
- For the nine months ended September 30,
2015, revenue was €418.3 million, resulting in a loss after
tax of €534.7 million, primarily resulting from exceptional
non-cash charges related to the Founder Preferred Shares Annual
Dividend Amount of €492.6 million.
- For the nine months ended September 30,
2016, earnings per share was €0.21 compared to a loss per
share of €5.17 in the nine months ended September 30, 2015.
- EBITDA, which includes exceptional items and share based
payment charges, was €149.7 million for the nine months ended
September 30, 2016 compared to an
EBITDA loss of €478.9 million for the nine months ended
September 30, 2015, primarily from
the exceptional non-cash charges related to the Founder Preferred
Shares Annual Dividend Amount of €492.6 million.
As Adjusted and Pro Forma As Adjusted Results
Financial information highlights for the three months ended
September 30, 2016
Nomad Foods is presenting As Adjusted financial information
for the three months ended September 30,
2016. As Adjusted financial information for the three months
ended September 30, 2016 reflects the
reported results of Nomad Foods for such period, adjusted for share
based payment charges, exceptional items and non-cash foreign
currency translation charges/gains.
For comparative purposes, Nomad Foods is also presenting Pro
Forma As Adjusted financial information for the three months ended
September 30, 2015. Pro Forma As
Adjusted financial information for the three months ended
September 30, 2015 includes the
reported results of Nomad Foods for such period, which includes the
consolidated carve out results of Findus Sverige AB and its
subsidiaries (the "Findus Group") for the three months ended
September 30, 2015. The Pro Forma As
Adjusted results for the three months ended September 30, 2015 have been normalised for
transaction-related items, exceptional items, foreign currency
translation charges/gains and taxation.
Please see on pages 9 to 16, the non-IFRS reconciliation
tables attached hereto and the schedules accompanying this release
for an explanation and reconciliation of the As Adjusted and Pro
Forma As Adjusted financial information to the most directly
comparable IFRS measure.
€ in millions,
except per share data
|
|
As adjusted for
the
three months
ended September
30, 2016
|
|
Pro Forma as
Adjusted for the
three months
ended
September
30, 2015
|
|
Difference
|
%
|
|
|
|
|
|
|
|
|
Revenue
|
|
439.5
|
|
472.1
|
|
(32.6)
|
(6.9)%
|
Gross
profit
|
|
128.0
|
|
139.7
|
|
(11.7)
|
(8.4)%
|
Gross profit
margin
|
|
29.1%
|
|
29.6%
|
|
(0.5)%
|
(1.7)%
|
Adjusted
EBITDA
|
|
85.1
|
|
82.0
|
|
3.1
|
3.8%
|
Adjusted EBITDA
margin
|
|
19.4%
|
|
17.4%
|
|
2.0%
|
11.5%
|
Adjusted profit for
the period
|
|
41.2
|
|
37.8
|
|
3.4
|
9.0%
|
Adjusted basic and
diluted earnings per
share
|
|
€0.22
|
|
€0.21
|
|
€0.01
|
4.8%
|
- Revenue was down €32.6 million or 6.9%, year-on-year. Adjusting
for currency impacts and the exit from Russia, the like-for-like decline was 3.3% -
an improvement on the rate of decline in the first half of 2016. As
has been the case in the past few quarters, the decline in sales
was driven by the Group's three largest markets, namely the UK,
Italy and to a lesser extent
Germany, although each of these
markets again showed reduced rates of decline year-on-year compared
to the prior quarter. The Group also saw a drop in sales in
France as retailers destocked Iglo
product ahead of ordering the new Findus branded SKUs.
- Gross Profit declined €11.7 million driven primarily by lower
sales volumes.
- Gross Margin declined by 0.5%, driven by the impact of the
lower harvest levels.
- A&P investment was €1.7m lower as the Group held back
investment over July and August, increasing in September as we
upweight spend for the remainder of the year.
- § Indirect costs were €14.3 million lower year-on-year due to
the releases of the year to date accruals related to the Group's
annual bonus scheme, synergy realisation and the benefits from the
Group's lean reorganisation programme.
- Resulting Q3 2016 As Adjusted EBITDA was €85.1 million,
representing 19.4% of revenues.
- Adjusted earnings per Share increased by 1 Euro cent year-on-year due to the increase in
Adjusted profit for the period.
Financial information highlights for the nine months ended
September 30, 2016
Nomad Foods is presenting As Adjusted financial information
for the nine months ended September 30,
2016. As Adjusted financial information for the nine months
ended September 30, 2016 reflects the
reported results of Nomad Foods for such period, adjusted for share
based payment charges, exceptional items and non-cash foreign
currency translation charges/gains.
For comparative purposes, Nomad Foods is also presenting Pro
Forma As Adjusted financial information for the nine months ended
September 30, 2015. Pro Forma As
Adjusted financial information for the nine months ended
September 30, 2015 includes the
reported results of Nomad Foods for such period, which includes the
results of the Iglo Group from June 1,
2015 and (i) the reported results of the Iglo Group for the
five months ended May 31, 2015; and
(ii) the consolidated carve out results of the Findus Group for the
nine months ended September 30, 2015.
The Pro Forma As Adjusted results for the nine months ended
September 30, 2015 have been
normalised for the differential in trading days (excluding the
additional day for the leap year in
2016) between year-on-year periods, transaction-related items,
exceptional items, foreign currency translation charges/gains and
taxation.
Please see on pages 9 to 16, the non-IFRS reconciliation
tables attached hereto and the schedules accompanying this release
for an explanation and reconciliation of the As Adjusted and Pro
Forma As Adjusted financial information to the most directly
comparable IFRS financial measure.
€ in millions,
except per share data
|
|
As adjusted
for
the nine months
ended September
30, 2016
|
|
Pro Forma as
Adjusted for the
nine months
ended
September
30, 2015
|
|
Difference
|
%
|
|
|
|
|
|
|
|
|
Revenue
|
|
1,442.5
|
|
1,530.9
|
|
(88.4)
|
(5.8)%
|
Gross
profit
|
|
435.1
|
|
466.8
|
|
(31.7)
|
(6.8)%
|
Gross profit
margin
|
|
30.2%
|
|
30.5%
|
|
(0.3)%
|
(1.0)%
|
Adjusted
EBITDA
|
|
262.8
|
|
260.5
|
|
2.3
|
0.9%
|
Adjusted EBITDA
margin
|
|
18.2%
|
|
17.0%
|
|
1.2%
|
7.1%
|
Adjusted profit for
the period
|
|
131.3
|
|
127.6
|
|
3.7
|
2.9%
|
Adjusted basic and
diluted earnings per share
|
|
€0.72
|
|
€0.71
|
|
€0.01
|
1.4%
|
- Revenue was down €88.4 million or 5.8%, year-on-year. Adjusting
for currency impacts, the exit from Russia, an additional trading day in Q1 2016
due to the leap year and the business
acquisition of La Cocinera in Spain, the like-for-like decline was 4.5%. As
has been the case in the past few quarters, the decline in sales
was driven by the Group's three largest markets, namely the UK,
Italy and Germany, although each of these markets showed
a reduced rate of decline year-on-year compared to the second half
of 2015.
- Gross Profit declined €31.7 million driven primarily by lower
sales volumes.
- Gross Margin declined by 0.3%, driven by an adverse mix, the
impact of the lower harvest volumes and the dilutive effect of the
La Cocinera acquisition, partly offset by pricing year-on-year,
improved trade terms management and a reduction in input
costs.
- A&P investment was €16.8m lower as the Group re-phased
advertising spend to align with the anticipated launch of the new
advertising in the final four months of the year.
- Indirect costs were €18.0 million lower year-on-year due to
synergy realisation, the benefits from the Group's lean
reorganisation programme and the year on year impact of accruing
for the Group's bonus scheme last year.
- Resulting YTD 2016 As Adjusted EBITDA was €262.8m, representing
18.2% of revenues.
- As Adjusted Earnings per Share increased by 1 Euro Cent in the period driven by the increase
in Adjusted Profit.
Management Comments
Stéfan Descheemaeker, Nomad Foods' Chief Executive Officer,
stated, "We have made further progress on implementing our strategy
and are encouraged by the early results of our "must win battles".
There is still much to do and we continue to remain focussed on our
key objectives for the year and beyond: firstly, to stabilise the
top-line and secondly to deliver the predicted synergies."
Noam Gottesman, Nomad Foods'
Co-Chairman and Founder, commented, "We are pleased with our
progress on all fronts. Results from our "Must Win Battles"
strategy are promising, with positive feedback from both retailers
and our consumers. Meanwhile, we also remain focused on our
broader strategy, as we seek to build long-term value for all of
our stakeholders."
Appointment of New Director
Nomad Foods is also announcing today that, effective
November 30, 2016, the Board of
Directors will be increased from 10 to 11 directors and that
Simon White will join the Board to
fill the additional director position created by the expansion.
Until 2014, Mr. White was Chief Operating Officer of Man Group PLC
where he was a member of the Executive Committee. Prior to GLG's
merger with Man in 2010, Mr. White served as Chief Operating
Officer of GLG Partners Inc. from its inception and was also Chief
Financial Officer until mid-2008. From 1993 to 2000 he worked at
Lehman Brothers in a number of different roles. Since 2014, Mr.
White has been involved in leadership roles in a range of early
stage businesses with a special focus on FinTech.
Conference Call
A conference call with members of the executive management team
will be held to discuss the results with additional comments and
details.
The conference call is scheduled to begin at 8:30 AM Eastern Standard Time on Tuesday, November 29, 2016. To participate on the
live call listeners in North
America may dial 888-461-2031 and international listeners
may dial 719-325-2441.
Additionally, there will be a presentation to accompany the
conference call and the call is being webcast and both can be
accessed at Nomad Foods' website at www.nomadfoods.com under
Investor Relations. A replay of the conference call will be
available on the Company website for two weeks following the event
and can be accessed by listeners in North
America by dialing 877-870-5176 and by international
listeners by dialing 858-384-5517; the replay pin number is
5715026.
As Adjusted and Pro Forma As Adjusted Financial
Information
As Adjusted financial information presented in this press
release reflects the historical reported financial statements of
Nomad Foods, adjusted for share based payment charges, exceptional
items and non-cash foreign currency translation
charges/gain. Pro Forma As Adjusted financial information
presented in this press release is based on the historical
financial statements of Nomad Foods and assumes full period
contribution of the Iglo Group and the Findus Group for the period
presented. The Pro Forma As Adjusted financial information has been
prepared to reflect the acquisition of both the Iglo Group and the
Findus Group and the changes in the financing structure associated
with the acquisition of both Groups. As Adjusted and Pro
Forma As Adjusted financial information should be read in
conjunction with the audited financial statements of Nomad Foods
included in this press release as well as the historical financial
statements of the Iglo Group and the Findus Group previously filed
with the SEC.
The As Adjusted financial information and Pro Forma adjustments
presented herein are based upon certain assumptions that Nomad
Foods believes to be reasonable. As Adjusted and 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 or the Findus 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.
Consequently, you are cautioned not to place undue reliance
on these results and information as they may not be representative
of our actual or future results as a consolidated company.
The Pro Forma As Adjusted financial information was not prepared
in accordance with the SEC's rules and standards relating to pro
forma financial information and does not reflect the cost of any
integration or benefits from the acquisition of the Iglo Group and
Findus Group that may be derived in the future.
Non-IFRS Financial Measures
Nomad Foods also utilizes certain additional key performance
indicators described below including EBITDA, As Adjusted EBITDA, As
Adjusted EBITDA margin, As Adjusted operating profit, As Adjusted
profit/(loss) before tax, As Adjusted profit/(loss) for the period,
As Adjusted basic and diluted earnings per share, revenue adjusted
for certain items, Pro Forma As Adjusted financial information and
As Adjusted operating cash flow before tax. Nomad Foods
believe these non-IFRS financial measures provide an important
additional measure with which to monitor and evaluate the Company's
ongoing financial results, as well as to reflect its
acquisitions. Nomad Foods' calculation of these financial
measures may be different from the calculations used by other
companies and comparability may therefore be limited. You
should not consider the Company's non-IFRS financial measures an
alternative or substitute for the Company's reported results.
EBITDA is Profit/loss before tax for the period before net
financing costs, depreciation and amortization. As Adjusted EBITDA
is EBITDA adjusted to remove the impact of share based payment
charges, 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 As Adjusted EBITDA further adjusted to add the
results of the Iglo Group and Findus Group to the reported results
of Nomad Foods for periods when the Iglo Group and the Findus
Group, respectively, were not owned by Nomad Foods.
We believe our Non-IFRS financial measures 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 other
non-IFRS financial 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 the Non-IFRS financial
measures with similarly titled measures of other companies.
About Nomad Foods Limited
Nomad Foods (NYSE: NOMD) 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 Foods produces, markets and distributes brands in 17
countries and has the leading market share in Western Europe. The Company's portfolio of
leading frozen food brands includes Birds Eye, Iglo, and Findus.
More information on Nomad Foods Limited is available at
http://www.nomadfoods.com.
Nomad Foods
Limited As Reported
Statements of
Profit or Loss (unaudited)
Three months ended
September 30, 2016 and September 30, 2015
|
|
|
Three months
ended
September 30,
2016
€
millions
|
Three months
ended
September 30,
2015
€
millions
|
Revenue
|
439.5
|
315.5
|
Cost of
sales
|
(311.5)
|
(215.1)
|
Gross
profit
|
128.0
|
100.4
|
Other operating
expenses
|
(56.1)
|
(47.1)
|
Exceptional
items
|
(34.1)
|
(16.9)
|
Operating
profit
|
37.8
|
36.4
|
Finance
income
|
5.6
|
0.6
|
Finance
costs
|
(21.9)
|
(26.1)
|
Net financing
costs
|
(16.3)
|
(25.5)
|
Profit before
tax
|
21.5
|
10.9
|
Taxation
|
(17.9)
|
(4.6)
|
Profit for the
period attributable to Parent Company
|
3.6
|
6.3
|
|
|
|
|
|
|
Basic earnings
per share
|
|
|
Profit for the period
in € millions
|
3.6
|
6.3
|
Weighted average
shares outstanding
|
183,584,907
|
168,837,751
|
Basic earnings per
share in €
|
0.02
|
0.04
|
|
|
|
|
|
|
Diluted earnings
per share
|
|
|
Profit for the period
in € millions
|
3.6
|
6.3
|
Weighted average
shares outstanding
|
183,601,319
|
168,837,751
|
Diluted earnings
per share in €
|
0.02
|
0.04
|
Nomad Foods
Limited As Reported
Statements of
Profit or Loss (unaudited)
Nine months ended
September 30, 2016 and September 30, 2015
|
|
|
|
|
Nine months
ended
September 30,
2016
€
millions
|
Nine months
ended
September 30,
2015
€
millions
|
Revenue
|
1,442.5
|
418.3
|
Cost of
sales
|
(1,007.4)
|
(311.0)
|
Gross
profit
|
435.1
|
107.3
|
Other operating
expenses
|
(210.9)
|
(66.5)
|
Charge related to
Founder Preferred Shares Annual Dividend
Amount & Warrant
Redemption Amount
|
-
|
(492.2)
|
Exceptional
items
|
(112.3)
|
(38.4)
|
Operating
profit/(loss)
|
111.9
|
(489.8)
|
Finance
income
|
24.8
|
1.5
|
Finance
costs
|
(64.7)
|
(41.1)
|
Net financing
costs
|
(39.9)
|
(39.6)
|
Profit/(loss)
before tax
|
72.0
|
(529.4)
|
Taxation
|
(33.5)
|
(5.3)
|
Profit/(loss) for
the period attributable to Parent Company
|
38.5
|
(534.7)
|
|
|
|
|
|
|
Basic
earnings/(loss) per share
|
|
|
Profit/(loss) for the
period in € millions
|
38.5
|
(534.7)
|
Weighted average
shares outstanding
|
183,426,028
|
103,369,294
|
Basic
earnings/(loss) per share in €
|
0.21
|
(5.17)
|
|
|
|
|
|
|
Diluted
earnings/(loss) per share
|
|
|
Profit/(loss) for the
period in € millions
|
38.5
|
(534.7)
|
Weighted average
shares outstanding
|
183,434,541
|
103,369,294
|
Diluted
earnings/(loss) per share in €
|
0.21
|
(5.17)
|
Nomad Foods
Limited As Reported
Statements of
Financial Position
As at September
30, 2016 (unaudited) and December 31, 2015 (audited)
|
|
|
|
|
|
|
As at September
30, 2016
€
millions
|
As at December 31,
2015
€
millions
|
|
Non-current
assets
|
|
|
|
Goodwill
|
1,745.6
|
1,676.8
|
|
Intangibles
|
1,725.4
|
1,729.6
|
|
Property, plant and
equipment
|
292.9
|
318.2
|
|
Other
receivables
|
0.3
|
-
|
|
Deferred tax
assets
|
60.2
|
60.6
|
|
Total non-current
assets
|
3,824.4
|
3,785.2
|
|
|
|
|
|
Current
assets
|
|
|
|
Cash and cash
equivalents
|
271.0
|
618.7
|
|
Inventories
|
329.4
|
319.6
|
|
Trade and other
receivables
|
120.4
|
118.7
|
|
Indemnification
assets
|
85.2
|
77.8
|
|
Capitalized borrowing
costs
|
5.0
|
5.0
|
|
Derivative financial
instruments
|
5.6
|
4.7
|
|
Total current
assets
|
816.6
|
1,144.5
|
|
Total
assets
|
4,641.0
|
4,929.7
|
|
|
|
|
|
Current
liabilities
|
|
|
|
Bank
overdrafts
|
2.2
|
432.6
|
|
Derivative financial
instruments
|
1.6
|
1.4
|
|
Current tax
payable
|
128.0
|
97.7
|
|
Trade and other
payables
|
410.0
|
422.3
|
|
Provisions
|
120.4
|
86.7
|
|
Total current
liabilities
|
662.2
|
1,040.7
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
Loans and
borrowings
|
1,447.6
|
1,491.1
|
|
Employee
benefits
|
212.7
|
168.9
|
|
Trade and other
payables
|
1.1
|
1.6
|
|
Provisions
|
78.2
|
-
|
|
Deferred tax
liabilities
|
344.8
|
339.3
|
|
Total non-current
liabilities
|
2,084.4
|
2,000.9
|
|
Total
liabilities
|
2,746.6
|
3,041.6
|
|
|
|
|
|
Net
assets
|
1,894.4
|
1,888.1
|
|
|
|
|
|
Equity
attributable to equity holders
|
|
|
|
Share
capital
|
-
|
-
|
|
Capital
reserve
|
1,800.7
|
1,762.4
|
|
Share based
compensation reserve
|
0.6
|
0.1
|
|
Founder Preferred
Share Dividend reserve
|
493.4
|
531.5
|
|
Translation
reserve
|
80.7
|
84.5
|
|
Cash flow hedging
reserve
|
3.2
|
1.1
|
|
Accumulated
deficit
|
(484.2)
|
(491.5)
|
|
Total
equity
|
1,894.4
|
1,888.1
|
Nomad Foods
Limited As Reported
Statements of Cash
Flows (unaudited)
For the nine
months ended September 30, 2016 and the nine months ended September
30, 2015
|
|
|
|
|
|
|
For the nine
months ended
September 30, 2016
€
millions
|
For the nine
months ended
September 30, 2015
€
millions
|
|
Cash flows from
operating activities
Profit/(loss) for the
period
|
38.5
|
(534.7)
|
|
Reconciliation of
profit/(loss) to net cash provided by operating
activities:
|
|
|
|
Exceptional
items
|
112.3
|
38.4
|
|
Non-cash charge
related to Founder Preferred Shares Annual Dividend
Amount
and Warranty Redemption
Amount
|
-
|
492.2
|
|
Non-cash fair value
purchase price adjustment of inventory
|
-
|
26.0
|
|
Share based payment
expense
|
0.8
|
-
|
|
Depreciation and
amortization
|
37.8
|
10.9
|
|
Loss on disposal of
property, plant and equipment
|
0.4
|
-
|
|
Finance
costs
|
64.7
|
41.1
|
|
Finance
income
|
(24.8)
|
(1.5)
|
|
Taxation
|
33.5
|
5.3
|
|
Operating cash
flow before changes in working capital, provisions and
exceptional items
|
263.2
|
77.7
|
|
Increase in
inventories
|
(25.0)
|
(53.7)
|
|
(Increase)/decrease in
trade and other receivables
|
(9.9)
|
32.4
|
|
Increase in trade and
other payables
|
6.6
|
12.4
|
|
Decrease in employee
benefits and other provisions
|
(2.5)
|
(0.6)
|
|
Cash generated
from operations before tax and exceptional items
|
232.4
|
68.2
|
|
Cash flows relating to
exceptional items
|
(40.7)
|
(73.4)
|
|
Tax paid
|
(7.7)
|
(4.3)
|
|
Net cash generated
from/(used in) operating activities
|
184.0
|
(9.5)
|
|
|
|
|
|
Cash flows from
investing activities
|
|
|
|
Purchase of Iglo, net
of cash acquired
|
-
|
(689.0)
|
|
Contingent
consideration for purchase of Frudesa brand
|
(8.0)
|
-
|
|
Purchase of property,
plant and equipment
|
(17.7)
|
(7.7)
|
|
Purchase of
intangibles
|
(0.5)
|
(0.2)
|
|
Purchase of portfolio
investments
|
-
|
(320.6)
|
|
Redemption of
portfolio investments
|
-
|
178.3
|
|
Net cash used in
investing activities
|
(26.2)
|
(839.2)
|
|
|
|
|
|
Cash flows from
financing activities
|
|
|
|
Proceeds from issuance
of Ordinary Shares
|
-
|
1,297.9
|
|
Repayment of loan
principal
|
-
|
(490.0)
|
|
Net payment of finance
leases
|
(0.6)
|
-
|
|
Loss on settlement of
derivatives
|
(3.4)
|
-
|
|
Payment of financing
fees
|
-
|
(5.4)
|
|
Interest
paid
|
(53.2)
|
(24.4)
|
|
Interest
received
|
8.4
|
0.7
|
|
Net cash (used
in)/generated from financing activities
|
(48.8)
|
778.8
|
|
|
|
|
|
Net
increase/(decrease) in cash and cash equivalents
|
109.0
|
(69.9)
|
|
Cash and cash
equivalents at beginning of period
|
186.1
|
402.2
|
|
Effect of exchange
rate fluctuations
|
(26.3)
|
49.2
|
|
Cash and cash
equivalents at end of period(a)
|
268.8
|
381.5
|
|
|
|
|
(a) Cash and
cash equivalents comprise cash at bank of €271.0 million less bank
overdrafts of €2.2 million (September 30, 2015: cash at bank
of
€842.6 million less bank
overdrafts of €461.1 million).
|
Nomad Foods
Limited
As Adjusted
Financial Information
(In € millions,
except per share data)
|
|
The following table
reconciles As Adjusted financial information for the three months
ended September 30, 2016 to the reported results of Nomad Foods for
such period.
|
|
As Adjusted
Statements of Profit or Loss (unaudited)
|
Three Months Ended
September 30, 2016
|
|
€ in
millions, except per share data
|
As reported for
the
three months ended
September 30, 2016
|
Adjustments
|
|
As Adjusted for
the
three months ended
September 30, 2016
|
|
|
|
|
|
Revenue
|
439.5
|
-
|
|
439.5
|
Cost of
sales
|
(311.5)
|
-
|
|
(311.5)
|
Gross
profit
|
128.0
|
-
|
|
128.0
|
Other operating
expenses
|
(56.1)
|
0.2
|
(a)
|
(55.9)
|
Exceptional
items
|
(34.1)
|
34.1
|
(b)
|
-
|
Operating
profit
|
37.8
|
34.3
|
|
72.1
|
Finance
income
|
5.6
|
(4.0)
|
|
1.6
|
Finance
costs
|
(21.9)
|
1.2
|
|
(20.7)
|
Net financing
costs
|
(16.3)
|
(2.8)
|
(c)
|
(19.1)
|
Profit before
tax
|
21.5
|
31.5
|
|
53.0
|
Taxation
|
(17.9)
|
6.1
|
(d)
|
(11.8)
|
Profit for the
period
|
3.6
|
37.6
|
|
41.2
|
|
|
|
|
|
Weighted average
shares outstanding - basic(e)
|
183,584,907
|
|
|
183,584,907
|
Basic
(loss)/earnings per share
|
0.02
|
|
|
0.22
|
|
|
|
|
|
Weighted average
shares outstanding – diluted(e)
|
183,601,319
|
|
|
183,601,319
|
Diluted
(loss)/earnings per share
|
0.02
|
|
|
0.22
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
Adjustment to add back share based payment charge.
(b)
Adjustment to add back exceptional items which management believes
are non-recurring and do not have a continuing
impact.
See table 'EBITDA and As Adjusted EBITDA (unaudited) three months
ended September 30, 2016' for a detailed
list of
exceptional items.
(c)
Adjustment to eliminate (€4.0) million of non-cash foreign exchange
translation gains and €1.2 million foreign exchange
loss on
derivatives.
(d)
Adjustment to reflect the tax impact of the above at the applicable
tax rate for each adjustment, determined by the nature
of the item
and the jurisdiction in which it arises.
(e)
Diluted weighted average shares outstanding has been adjusted by
the dilutive impact of the 2016 Non-Executive Directors
Restricted
Stock Awards.
|
Nomad Foods
Limited
As Adjusted
Financial Information
(In €
millions)
|
|
The following table
reconciles EBITDA and As Adjusted EBITDA for the three months ended
September 30, 2016 to the reported results of Nomad Foods for such
period.
|
|
EBITDA and As
Adjusted EBITDA (unaudited)
|
Three Months Ended
September 30, 2016
|
|
|
|
|
|
€ in
millions
|
As reported for
the
three months ended
September 30, 2016
|
|
|
Profit before
tax
|
21.5
|
|
|
Net financing
costs
|
16.3
|
|
|
Depreciation
|
11.3
|
|
|
Amortization
|
1.7
|
|
|
EBITDA
|
50.8
|
|
|
|
|
|
|
Exceptional
items:
|
|
|
|
Transactions
related costs
|
1.3
|
(a)
|
|
Cisterna fire
costs
|
0.1
|
(b)
|
|
Investigation of
strategic opportunities
|
1.8
|
(c)
|
|
Supply chain
reconfiguration
|
35.2
|
(d)
|
|
Other
restructuring costs
|
0.8
|
(e)
|
|
Integration
costs
|
12.5
|
(f)
|
|
Remeasurement of
indemnification assets
|
(17.6)
|
(g)
|
|
|
|
|
|
Other
Adjustments:
|
|
|
|
Share based
payment charge
|
0.2
|
(h)
|
|
|
|
|
|
As Adjusted
EBITDA(i)
|
85.1
|
|
|
(a)
|
Elimination of costs
incurred in relation to completed and potential
acquisitions.
|
(b)
|
Elimination of
incremental operational costs incurred as a result of a fire in
August 2014 in the Iglo Group's Italian production facility which
produces Findus branded stock for sale in Italy.
|
(c)
|
Elimination of costs
incurred in relation to investigation of strategic opportunities
for the combined group following acquisition by the Company and
other items considered non-recurring.
|
(d)
|
Elimination of supply
chain reconfiguration costs, namely the closure of the Bjuv
factory.
|
(e)
|
Elimination of other
restructuring costs associated with operating locations.
|
(f)
|
Elimination of costs
recognized by Nomad Foods relating to the integration of the Findus
Group.
|
(g)
|
Adjustment to reflect
the remeasurement of the indemnification assets recognized on the
acquisition of the Findus Group, which is capped at the value of
shares held in escrow at the share price as at September 30,
2016.
|
(h)
|
Elimination of share
payment charge relating to the Nomad Foods 2015 Long Term Incentive
Plan and the 2016 Non-Executive Directors Restricted Stock
Award.
|
(I)
|
As Adjusted EBITDA
margin 19.4% for the three months ended September 30, 2016 is
calculated by dividing As Adjusted EBITDA by As Adjusted revenue of
€439.5 million per page 10.
|
Nomad Foods
Limited
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 Statements of Profit or Loss (unaudited)
|
Three Months Ended
September 30, 2015
|
|
|
|
€ in millions,
except per share data
|
As reported
for
the three months
ended September
30, 2015
|
Add Findus
Group
unaudited results
for the three
months ended
September 30, 2015
|
Combined
|
Adjustments
|
|
Pro Forma As
Adjusted for
the three
months ended
September 30,
2015
|
|
Revenue
|
315.5
|
168.0
|
483.5
|
(11.4)
|
(a)
|
472.1
|
|
Cost of
sales
|
(215.1)
|
(132.4)
|
(347.5)
|
15.1
|
(b)
|
(332.4)
|
|
Gross
profit
|
100.4
|
35.6
|
136.0
|
3.7
|
|
139.7
|
|
Other operating
expenses
|
(47.1)
|
(23.4)
|
(70.5)
|
(1.4)
|
(c)
|
(71.9)
|
|
Exceptional
items
|
(16.9)
|
(9.6)
|
(26.5)
|
26.5
|
(d)
|
-
|
|
Operating
(loss)/profit
|
36.4
|
2.6
|
39.0
|
28.8
|
|
67.8
|
|
Finance
income
|
0.6
|
0.7
|
1.3
|
0.3
|
|
1.6
|
|
Finance
costs
|
(26.1)
|
(4.9)
|
(31.0)
|
10.6
|
|
(20.4)
|
|
Net financing
costs
|
(25.5)
|
(4.2)
|
(29.7)
|
10.9
|
(e)
|
(18.8)
|
|
Profit/(loss)
before tax
|
10.9
|
(1.6)
|
9.3
|
39.7
|
|
49.0
|
|
Taxation
|
(4.6)
|
(1.2)
|
(5.8)
|
(5.4)
|
(f)
|
(11.2)
|
|
Profit/(loss) for
the period
|
6.3
|
(2.8)
|
3.5
|
34.3
|
|
37.8
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding –
basic and diluted(g)
|
168,837,751
|
|
|
|
|
179,931,796
|
|
Basic and diluted
earnings per share
|
0.04
|
|
|
|
|
0.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Adjustments to (i)
increase revenue by €1.1 million for the differential in trading
days between year-on-year periods, (ii) eliminate a (€12.0) million
credit from intercompany trade between the Findus Group and Iglo
Group for the three months ended September 30, 2015 and (iii)
reflect accounting policy alignment between Findus Group and Nomad
Foods policies to reclassify (€0.5) million of advertising and
promotion expenses from other operating expenses for the Findus
Group three month period.
|
(b)
|
Adjustments to (i)
increase cost of sales by €0.8 million for the differential in
trading days between year-on-year periods; (ii) increase
depreciation expense by €0.1 million net to reflect the Iglo and
Findus PPA adjustments to the fair value of property, plant and
equipment, (iii) eliminate €12.0 million of intercompany trade
between the Findus Group and Iglo Group for the three months ended
September 30, 2015 and (iv) reverse a €2.2 million non-cash Iglo
acquisition accounting adjustment relating to the discontinuation
of hedge accounting on acquired derivatives.
|
(c)
|
Adjustments to (i)
reflect (€0.6) million incremental amortization on the increase in
the fair value uplift of brands and customer lists recorded as part
of the Findus acquisition PPA (there was no increase in the value
of definite life intangible assets as part of the Iglo Group PPA);
(ii) eliminate a (€1.0) million Findus prior ownership corporate
credit; and (iii) reflect accounting policy alignment between the
Findus Group and Nomad Foods policies to reclassify €0.5 million of
advertising and promotion expenses to revenue and increasing
expense by (€0.3) million, net, relating to the capitalization of
new product development costs of (€0.7) million and related
amortization of €0.4 million.
|
(d)
|
Adjustment to add
back exceptional items, which management believes are not
representative of the Company's operations. See table 'Pro
Forma EBITDA and Pro Forma As Adjusted EBITDA (unaudited) three
months ended September 30, 2015' for a detailed list of exceptional
items.
|
(e)
|
Adjustment of €6.6
million to restate net financing costs to reflect the new debt
structure put in place with the Iglo Acquisition and the financing
of the Findus Acquisition and to eliminate €4.3 million of non-cash
foreign exchange translation charges.
|
(f)
|
Adjustment to reflect
the tax impact of the above at the applicable tax rate for each
adjustment, determined by the nature of the item and the
jurisdiction in which it arises.
|
(g)
|
Pro Forma As Adjusted
weighted average shares assumes all shares issued in connection
with the acquisitions or for which the proceeds were used to
complete acquisitions were issued as of January 1, 2015. All
other adjustments for weighting are based on actual issuance
date.
|
Nomad Foods
Limited
Pro Forma As
Adjusted Financial Information
(In €
millions)
|
|
The following table
reconciles Pro Forma 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.
|
|
Pro Forma EBITDA
and Pro Forma As Adjusted EBITDA (unaudited)
|
Three Months Ended
September 30, 2015
|
|
€ in
millions
|
As reported for
the three
months ended September
30, 2015
|
Add Findus
Group
unaudited results for the
three months ended
September 30, 2015
|
|
Pro Forma As
Adjusted for the
three months
ended September
30, 2015
|
Profit/(loss)
before tax
|
10.9
|
(1.6)
|
|
9.3
|
Net financing
costs
|
25.5
|
4.2
|
|
29.7
|
Depreciation
|
7.7
|
5.8
|
|
13.5
|
Amortization
|
0.5
|
0.1
|
|
0.6
|
EBITDA
|
44.6
|
8.5
|
|
53.1
|
|
|
|
|
|
Exceptional
items:
|
|
|
|
|
Transaction
related costs
|
8.5
|
5.8
|
(a)
|
14.3
|
Costs related to
management incentive plans
|
1.5
|
-
|
(b)
|
1.5
|
Investigation of
strategic opportunities
|
2.7
|
-
|
(c)
|
2.7
|
Cisterna fire net
costs
|
3.6
|
-
|
(d)
|
3.6
|
Restructuring
costs
|
0.6
|
1.9
|
(e)
|
2.5
|
Gain on purchase
of La Cocinera
|
-
|
(1.7)
|
(f)
|
(1.7)
|
Other
costs
|
-
|
3.6
|
(g)
|
3.6
|
|
|
|
|
|
|
Other
Adjustments:
|
|
|
|
|
|
Iglo(h)
|
|
|
|
|
4.1
|
Findus(i)
|
|
|
|
|
(1.7)
|
|
|
|
|
|
|
Pro Forma As
Adjusted EBITDA(j)
|
|
|
|
|
82.0
|
|
|
|
|
|
|
(a)
|
Elimination of costs
incurred in relation to completed and potential
acquisitions.
|
|
(b)
|
Adjustment to
eliminate long term management incentive scheme costs from prior
ownership.
|
|
(c)
|
Adjustment to add
back strategic review costs incurred at Iglo Group under prior
ownership which are considered non-recurring.
|
|
(d)
|
Elimination of
incremental operational costs incurred as a result of a fire in
August 2014 in the Iglo Group's Italian production facility which
produces Findus branded stock for sale in Italy. This is shown
net of insurance income received from insurance claims.
|
|
(e)
|
Add back of
restructuring costs in the German factories plus €1.9 million
incurred by the Findus Group in relation to various
countries.
|
|
(f)
|
Adjustment to
eliminate bargain purchase gain recognized by the Findus Group on
the April 2015 acquisition of La Cocinera in the three months ended
September 30, 2015.
|
|
(g)
|
Adjustments to
eliminate costs recognized by Findus in the three months ended
September 30, 2015 and before the acquisition by Nomad, including a
€3.2 million non-cash impairment of brands and €0.4 million
one-time emission permit penalties.
|
|
(h)
|
Adjustments to (i)
increase EBITDA by €1.9 million for the differential in trading
days between year-on-year periods, (ii) eliminate a €2.2 million
non-cash acquisition accounting adjustment relating to the
discontinuation of hedge accounting on acquired
derivatives.
|
|
(I)
|
Adjustments to
reflect accounting policy alignments between Findus Group and Nomad
Foods policies; specifically expensing (€0.7) million of
capitalized new product development costs and internal labor
costs and eliminating a (€1.0) million prior ownership corporate
charge.
|
|
(j)
|
Pro Forma As Adjusted
EBITDA margin 17.4% for the three months ended September 30, 2015
is calculated by dividing Pro Forma As Adjusted EBITDA by Pro Forma
As Adjusted revenue of €472.1 million per page 11.
|
|
Nomad Foods
Limited As Adjusted
Financial Information
(In € millions,
except per share data)
|
|
The following table
reconciles As Adjusted financial information for the nine months
ended September 30, 2016 to the reported results of Nomad Foods for
such period.
|
|
As Adjusted
Statements of Profit or Loss (unaudited)
|
Nine Months Ended
September 30, 2016
|
|
€ in
millions, except per share data
|
As reported for
the
nine months ended
September 30, 2016
|
Adjustments
|
|
As Adjusted for
the
nine months ended
September 30, 2016
|
|
|
|
|
|
Revenue
|
1,442.5
|
-
|
|
1,442.5
|
Cost of
sales
|
(1,007.4)
|
-
|
|
(1,007.4)
|
Gross
profit
|
435.1
|
-
|
|
435.1
|
Other operating
expenses
|
(210.9)
|
0.8
|
(a)
|
(210.1)
|
Exceptional
items
|
(112.3)
|
112.3
|
(b)
|
-
|
Operating
profit
|
111.9
|
113.1
|
|
225.0
|
Finance
income
|
24.8
|
(18.5)
|
|
6.3
|
Finance
costs
|
(64.7)
|
3.4
|
|
(61.3)
|
Net financing
costs
|
(39.9)
|
(15.1)
|
(c)
|
(55.0)
|
Profit before
tax
|
72.0
|
98.0
|
|
170.0
|
Taxation
|
(33.5)
|
(5.2)
|
(d)
|
(38.7)
|
Profit for the
period
|
38.5
|
92.8
|
|
131.3
|
|
|
|
|
|
Weighted average
shares outstanding - basic(e)
|
183,426,028
|
|
|
183,426,028
|
Basic earnings per
share
|
0.21
|
|
|
0.72
|
|
|
|
|
|
Weighted average
shares outstanding - diluted(f)
|
183,434,541
|
|
|
183,434,541
|
Diluted earnings
per share
|
0.21
|
|
|
0.72
|
(a)
|
Adjustment to add
back share based payment charge.
|
(b)
|
Adjustment to add
back exceptional items which management believes are non-recurring
and do not have a continuing impact. See table 'EBITDA and As
Adjusted EBITDA (unaudited) nine months ended September 30,
2016' for a detailed list of exceptional items.
|
(c)
|
Adjustment to
eliminate (€18.5) million of non-cash foreign exchange translation
gains and €3.4 million foreign exchange loss on
derivatives.
|
(d)
|
Adjustment to reflect
the tax impact of the above at the applicable tax rate for each
adjustment, determined by the nature of the item and the
jurisdiction in which it arises.
|
(e)
|
Basic weighted
average shares outstanding includes shares issued as a dividend
against Founder Preferred Shares in January 2016 and 2015
Non-Executive Restricted Stock Award shares issued in
July 2016.
|
(f)
|
Diluted weighted
average shares outstanding has been adjusted by the dilutive impact
of the 2016 Non-Executive Restricted Stock Award.
|
Nomad Foods
Limited As Adjusted
Financial Information
(In €
millions)
|
|
The following table
reconciles EBITDA and As Adjusted EBITDA for the nine months ended
September 30, 2016 to the reported results of Nomad Foods for such
period:
|
|
EBITDA and As
Adjusted EBITDA (unaudited)
|
Nine Months Ended
September 30, 2016
|
|
|
€ in
millions
|
As reported for
the
nine months ended
September 30,
2016
|
|
|
Profit before
tax
|
72.0
|
|
|
Net financing
costs
|
39.9
|
|
|
Depreciation
|
32.8
|
|
|
Amortization
|
5.0
|
|
|
EBITDA
|
149.7
|
|
|
|
|
|
|
Exceptional
items:
|
|
|
|
Transaction
related costs
|
3.0
|
(a)
|
|
Costs related to
management incentive plans
|
1.9
|
(b)
|
|
Investigation of
strategic opportunities
|
7.2
|
(c)
|
|
Cisterna fire
costs
|
0.4
|
(d)
|
|
Supply chain
reconfiguration
|
74.9
|
(e)
|
|
Other
restructuring costs
|
(0.1)
|
(f)
|
|
Integration
costs
|
25.0
|
(g)
|
|
|
|
|
|
Other
Adjustments:
|
|
|
|
Share based
payment charge
|
0.8
|
(h)
|
|
|
|
|
|
As Adjusted
EBITDA(i)
|
262.8
|
|
(a)
|
Elimination of costs
incurred in relation to completed and potential
acquisitions.
|
(b)
|
Adjustment to
eliminate long term management incentive scheme costs from prior
ownership.
|
(c)
|
Elimination of costs
incurred in relation to investigation of strategic opportunities
for the combined group following acquisition by the Company and
other items considered non-recurring.
|
(d)
|
Adjustment to add
back incremental costs incurred as a result of an August 2014 fire
in the Iglo Group's Italian production facility.
|
(e)
|
Elimination of supply
chain reconfiguration costs, namely the closure of the Bjuv
factory.
|
(f)
|
Elimination of other
restructuring costs associated with operating locations.
|
(g)
|
Elimination of costs
recognized by Nomad Foods relating to the integration of the Findus
Group.
|
(h)
|
Elimination of share
payment charge relating to the Nomad Foods 2015 Long Term Incentive
Plan and annual Non-Executive Directors Restricted Stock
Awards.
|
(i)
|
As Adjusted EBITDA
margin 18.2% for the nine months ended September 30, 2016 is
calculated by dividing As Adjusted EBITDA by As Adjusted revenue of
€1,442.5 million per page 13.
|
Nomad Foods
Limited
Pro Forma As
Adjusted Financial Information
(In € millions,
except per share data)
|
|
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 Statements of Profit or Loss (unaudited)
|
Nine Months Ended
September 30, 2015
|
|
|
€ in millions,
except per share
data
|
As reported
for
the nine
months ended
September 30,
2015
|
Add Iglo
Group
unaudited
results for the
five months
ended May 31,
2015
|
Add Findus
Group
unaudited
results for the
nine months
ended
September 30,
2015
|
Combined
|
Adjustments
|
|
Pro Forma As
Adjusted for the
nine months
ended
September 30,
2015
|
|
Revenue
|
418.3
|
640.3
|
478.3
|
1,536.9
|
(6.0)
|
(a)
|
1,530.9
|
|
Cost of
sales
|
(311.0)
|
(417.9)
|
(372.9)
|
(1,101.8)
|
37.7
|
(b)
|
(1,064.1)
|
|
Gross
profit
|
107.3
|
222.4
|
105.4
|
435.1
|
31.7
|
|
466.8
|
|
Other operating
expenses
|
(66.5)
|
(109.5)
|
(70.6)
|
(246.6)
|
1.7
|
(c)
|
(244.9)
|
|
Founder Preferred
Shares Annual
Dividend Amount & Warrant
Redemption Amount
|
(492.2)
|
-
|
-
|
(492.2)
|
492.2
|
(d)
|
-
|
|
Exceptional
items
|
(38.4)
|
(84.3)
|
(8.4)
|
(131.1)
|
131.1
|
(e)
|
-
|
|
Operating
(loss)/profit
|
(489.8)
|
28.6
|
26.4
|
(434.8)
|
656.7
|
|
221.9
|
|
Finance
income
|
1.5
|
2.0
|
4.0
|
7.5
|
(2.7)
|
|
4.8
|
|
Finance
costs
|
(41.1)
|
(117.7)
|
(18.7)
|
(177.5)
|
116.3
|
|
(61.2)
|
|
Net financing
costs
|
(39.6)
|
(115.7)
|
(14.7)
|
(170.0)
|
113.6
|
(f)
|
(56.4)
|
|
(Loss)/profit
before tax
|
(529.4)
|
(87.1)
|
11.7
|
(604.8)
|
770.3
|
|
165.5
|
|
Taxation
|
(5.3)
|
(40.9)
|
(5.0)
|
(51.2)
|
13.3
|
(g)
|
(37.9)
|
|
(Loss)/profit for
the period
|
(534.7)
|
(128.0)
|
6.7
|
(656.0)
|
783.6
|
|
127.6
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares
outstanding – basic and diluted(h)
|
103,369,294
|
|
|
|
|
|
179,522,445
|
|
Basic and
diluted
(loss)/earnings per share
|
(5.17)
|
|
|
|
|
|
0.71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Adjustments to (i)
increase revenue by €7.7 million for the differential in trading
days between year-on-year periods, (ii) eliminate (€12.4) million
of intercompany trade between the Findus Group and Iglo Group for
the nine months ended September 30, 2015 and (iii) reflect
accounting policy alignment between Findus Group and Nomad Food
policies to reclassify (€1.3) million of advertising and promotion
expenses from other operating expenses for the Findus Group nine
month period.
|
(b)
|
Adjustments to (i)
increase cost of sales by (€3.4) million for the differential in
trading days between year-on-year periods, (ii) increase
depreciation expense by (€0.9) million net to reflect purchase
price accounting (PPA) adjustments to the fair value of property,
plant and equipment, (iii) eliminate €12.4 million of intercompany
trade between the Findus Group and Iglo Group for the nine months
ended September 30, 2015, (iv) add back €26.0 million non-cash
charge related to the increase in inventory fair value recorded as
part of the Iglo Group's purchase price accounting (PPA) and (v)
reverse a €3.6 million non-cash Iglo acquisition accounting
adjustment relating to the discontinuation of hedge accounting on
acquired derivatives.
|
(c)
|
Adjustments to (i)
reflect (€1.7) million incremental amortization on the increase in
the fair value uplift of brands and customer lists recorded as part
of the Findus acquisition PPA (there was no increase in the value
of definite life intangible assets as part of the Iglo Group PPA);
(ii) reflect a reduction of €0.5 million of amortization based on
the fair valuation of intangible assets acquired with the Iglo
Group; (iii) eliminate a net €2.1 million Findus prior
ownership corporate charge; and, (iv) reflect accounting policy
alignment between Findus Group and Nomad Foods policies to
reclassify €1.2 million of advertising and promotion expenses to
revenue and increase expense by (€0.4) million, net, relating to
the capitalization of new product development costs and related
amortization.
|
(d)
|
Adjustment to add
back a Nomad Foods €492.2 million non-cash charge relating to the
Founder Preferred Shares Annual Dividend Amount & Warrant
Redemption Amount.
|
(e)
|
Adjustment to add
back exceptional items, which management believes do not have a
continuing impact. See table 'Pro Forma EBITDA and Pro Forma
As Adjusted EBITDA (unaudited) nine months ended September 30,
2015' for a detailed list of exceptional items.
|
(f)
|
Adjustment of €74.4
million to restate net financing costs to reflect the new debt
structure put in place with the Iglo Acquisition and the financing
of the Findus Acquisition and to eliminate €39.2 million of
non-cash foreign exchange translation charges.
|
(g)
|
Adjustment to reflect
the tax impact of the above at the applicable tax rate for each
adjustment, determined by the nature of the item and the
jurisdiction in which it arises.
|
(h)
|
Pro Forma As Adjusted
weighted average shares assumes all shares issued in connection
with the acquisitions or for which the proceeds were used to
complete acquisitions were issued as of January 1, 2015. All
other adjustments for weighting are based on actual issuance
date.
|
Nomad Foods
Limited
Pro Forma As Adjusted Financial Information
(In € millions)
|
|
The following table
reconciles Pro Forma 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:
|
|
Pro Forma EBITDA
and Pro Forma As Adjusted EBITDA (unaudited)
Nine Months Ended September 30, 2015
|
|
|
|
|
|
|
|
€ in
millions
|
As reported
for
the nine
months ended
September 30,
2015
|
Add Iglo
Group
unaudited as
reported for
the five
months ended
May 31, 2015
|
Add Findus
Group
unaudited
results for the
nine months
ended
September 30,
2015
|
|
Pro Forma As
Adjusted for
the nine
months ended
September 30,
2015
|
(Loss)/profit
before tax
|
(529.4)
|
(87.1)
|
11.7
|
|
(604.8)
|
Net financing
costs
|
39.6
|
115.7
|
14.7
|
|
170.0
|
Depreciation
|
10.2
|
11.3
|
13.1
|
|
34.6
|
Amortization
|
0.7
|
1.2
|
1.1
|
|
3.0
|
EBITDA
|
(478.9)
|
41.1
|
40.6
|
|
(397.2)
|
|
|
|
|
|
|
Exceptional
items:
|
|
|
|
|
|
Transactions related
costs
|
30.0
|
3.8
|
5.8
|
(a)
|
39.6
|
Purchase price
adjustments to intangible assets
|
-
|
55.0
|
-
|
(b)
|
55.0
|
Costs related to
management incentive plans
|
1.5
|
22.9
|
-
|
(c)
|
24.4
|
Investigation of
strategic opportunities
|
2.7
|
1.3
|
-
|
(d)
|
4.0
|
Cisterna fire net
costs
|
3.6
|
1.3
|
-
|
(e)
|
4.9
|
Restructuring
costs
|
0.6
|
-
|
9.6
|
(f)
|
10.2
|
Gain on purchase of
La Cocinera
|
-
|
-
|
(11.5)
|
(g)
|
(11.5)
|
Other
costs
|
-
|
-
|
4.5
|
(h)
|
4.5
|
|
|
|
|
|
|
Other
Adjustments:
|
|
|
|
|
|
Founder Preferred
Shares Annual Dividend Amount & Warrant
Redemption(i)
|
|
|
|
|
492.2
|
Iglo(j)
|
|
|
|
|
33.9
|
Findus(k)
|
|
|
|
|
0.5
|
|
|
|
|
|
|
Pro Forma As
Adjusted EBITDA(l)
|
|
|
|
|
260.5
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Elimination of costs incurred in relation to
completed and potential acquisitions.
|
(b)
|
Elimination of
charges at the Iglo Group level related to the purchase price
exercise on the acquisition of the Iglo Group. At the Nomad Foods
level, this adjustment is recognized within goodwill, but at the
Iglo Group level it is reported within profit or loss.
|
(c)
|
Adjustment to
eliminate long term management incentive scheme costs from prior
ownership.
|
(d)
|
Adjustment to add
back strategic review costs incurred at Iglo Group under prior
ownership considered non-recurring.
|
(e)
|
Elimination of
incremental operational costs incurred as a result of a fire in
August 2014 in the Iglo Group's Italian production facility which
produces Findus branded stock for sale in Italy. This is shown net
of insurance income received from insurance claims.
|
(f)
|
Add back of
restructuring costs incurred by the Findus Group in relation to
various countries.
|
(g)
|
Adjustment to
eliminate bargain purchase gain recognized by the Findus Group on
the April 2015 acquisition of La Cocinera in the nine months ended
September 30, 2015.
|
(h)
|
Elimination of other
costs recognized by the Findus Group, mainly €3.2 million
impairment of the Findus brand, recognizing the termination of
sales of Findus products and associated future cashflows in the UK
following the sale of the business to Nomad Foodsand€1.3 million
relating to emissions permit penalties.
|
(i)
|
Adjustment to
eliminate a €492.2 million non-cash charge related to the Founder
Preferred Shares Annual Dividend Amount & Warrant Redemption
Amount.
|
(j)
|
Adjustments to (i)
increase EBITDA by €4.3 million for the differential in trading
days between year on year periods, (ii) add back €26.0 million
non-cash charge related to the increase in inventory fair value
recorded as part of the Iglo Group's purchase price accounting
(PPA) and (iii) eliminate a €3.6 million non-cash acquisition
accounting adjustment relating to the discontinuation of hedge
accounting on acquired derivatives.
|
(k)
|
Adjustments to
reflect accounting policy alignments between Findus Group and Nomad
Foods policies; specifically (i) expensing (€1.5) million of
capitalized new product development costs and internal labor costs
and (ii) eliminating a net €2.0 million prior ownership corporate
charge.
|
(l)
|
Pro Forma As Adjusted
EBITDA margin 17.0% for the nine months ended September 30, 2015 is
calculated by dividing Pro Forma As Adjusted EBITDA by Pro Forma As
Adjusted revenue of €1,530.9 million per page 15.
|
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 future operating and financial
performance of the Company; (v) synergies from combining the Findus
and Iglo businesses 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 to the Company of strategic
opportunities; (iv) the successful completion of strategic
acquisitions; (v) changes in applicable laws or regulations; and
(vi) the other risks and uncertainties disclosed in the Company's
public filings and any other public disclosures by the Company.
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, the
Company does not undertake any obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
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-30-2016-300369525.html
SOURCE Nomad Foods Limited