FELTHAM, England, Aug. 25, 2016 /PRNewswire/ -- Nomad Foods
Limited ("Nomad Foods" or the "Company") (NYSE: NOMD), today
issues the following trading update for the three and six month
periods ended June 30, 2016.
Reported Results
Nomad Foods is presenting as reported consolidated operating
results and financial information for the three and six months
ended June 30, 2016.
Highlights for the three months ended June 30, 2016
- Revenue for the three months ended June
30, 2016 was €455.9 million, resulting in a €7.3 million
loss after tax, which includes exceptional items of €55.1
million.
- For the three months ended June 30,
2015, revenue was €102.8 million, resulting in a loss after
tax of €396.6 million, primarily resulting from exceptional
non-cash charges related to the Founder Preferred Shares Annual
Dividend Amount of €349.0 million.
- For the three months ended June 30,
2016, loss per share was €0.04 compared to a loss per share
of €4.41 in the three months ended June 30,
2015.
Highlights for the six months ended June 30, 2016
- Revenue for the six months ended June
30, 2016 was €1,003.0 million, resulting in a €34.9 million
profit after tax, which includes exceptional items of €78.2
million.
- For the six months ended June 30,
2015, revenue was €102.8 million, resulting in a loss after
tax of €541.0 million, primarily resulting from exceptional
non-cash charges related to the Founder Preferred Shares Annual
Dividend Amount of €492.6 million.
- For the six months ended June 30,
2016, earnings per share was €0.19 compared to a loss per
share of €7.73 in the six months ended June
30, 2015.
As Adjusted and Pro Forma As Adjusted Results
Highlights for the three months ended June 30, 2016
Nomad Foods is presenting As Adjusted financial information
for the three months ended June 30,
2016. As Adjusted financial information for the three months
ended June 30, 2016 includes 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 presenting Pro Forma
As Adjusted financial information for the three months ended
June 30, 2015. Pro Forma As Adjusted
financial information for the three months ended June 30, 2015 includes the reported results of
Nomad Foods for such period, which includes the results of Iglo
Foods Holdings Limited and its subsidiaries (the "Iglo Group") from
June 1, 2015 and (i) the reported
results of the Iglo Group for the two months ended May 31, 2015; and (ii) the consolidated carve out
results of Findus Sverige AB and its subsidiaries (the "Findus
Group") for the three months ended June 30,
2015. The Pro Forma As Adjusted results have been normalised
for transaction-related items, exceptional items, foreign currency
translation charges/gains and taxation.
Please see 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 reported results of Nomad
Foods.
Financial Information
|
€ in millions,
except per share data
|
Reported/As
Adjusted
for the three months
ended June 30, 2016
|
Pro Forma As
Adjusted for the
three months
ended June 30,
2015
|
Difference
|
%
|
Revenue
|
455.9
|
488.0
|
(32.1)
|
(6.6%)
|
Gross
profit
|
139.6
|
148.4
|
(8.8)
|
(5.9%)
|
Gross profit
margin
|
30.6%
|
30.4%
|
0.2%
|
0.7%
|
Adjusted
EBITDA
|
77.9
|
72.9
|
5.0
|
6.9%
|
Adjusted EBITDA
margin
|
17.1%
|
14.9%
|
2.2%
|
14.8%
|
Adjusted profit for
the period
|
35.4
|
31.6
|
3.8
|
12.0%
|
Adjusted basic and
diluted earnings per share
|
€0.19
|
€0.18
|
€0.01
|
5.6%
|
- Revenue was down €32.1 million or 6.6%, year-on-year. Adjusting
for currency impacts of €12.5 million and the exit from
Russia of €1.6 million, the like
for like decline was 3.8% - a 2.3% improvement on the rate of
decline in the first quarter of 2016. As has been the case in the
past few quarters, the decline in sales was driven by the Company'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.
- Gross Profit declined €8.8 million compared to the Pro Forma As
Adjusted Gross Profit, driven primarily by lower sales volumes and
product mix partially offset by favourable pricing impacts.
- Gross Profit Margin improved by 0.2% compared to the Pro Forma
As Adjusted Gross Profit Margin, driven by favourable pricing
impacts, improved trade terms management and a reduction in input
costs.
- As Adjusted EBITDA for the three months ended June 30, 2016 improved by €5.0 million to €77.9
million, representing 17.1% of revenues. This was due to the
reduction in Gross Profit as discussed above, offset by €12.1
million lower advertising and promotion ("A&P") investment as
the Company re-phased advertising spend to align with the
anticipated launch of the new advertising in the second half of the
year and €2.1 million lower year-on-year indirect costs as a result
of synergy realisation and benefits from the Company's lean
reorganisation programme.
- As Adjusted Earnings per Share increased by 1 Euro cent year-on-year, due to the increase in
As Adjusted Profit for the period.
Highlights for the six months ended June 30, 2016
Nomad Foods is presenting As Adjusted financial information
for the six months ended June 30,
2016. As Adjusted financial information for the six months
ended June 30, 2016 includes 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 presenting Pro Forma
As Adjusted financial information for the six months ended
June 30, 2015. Pro Forma As Adjusted
financial information for the six months ended June 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 six
months ended June 30, 2015. The Pro
Forma As Adjusted results 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 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 reported results of Nomad
Foods.
Financial
Information
|
€ in millions,
except per share data
|
Reported/As
Adjusted
for the six months
ended June 30, 2016
|
Pro Forma As
Adjusted for the
six
months
ended June 30,
2015
|
Difference
|
%
|
Revenue
|
1,003.0
|
1,058.8
|
(55.8)
|
(5.3%)
|
Gross
profit
|
307.1
|
327.1
|
(20.0)
|
(6.1%)
|
Gross profit
margin
|
30.6%
|
30.9%
|
(0.3%)
|
(1.0%)
|
Adjusted
EBITDA
|
177.7
|
178.5
|
(0.8)
|
(0.4%)
|
Adjusted EBITDA
margin
|
17.7%
|
16.9%
|
0.8%
|
4.7%
|
Adjusted profit for
the period
|
88.4
|
89.8
|
(1.4)
|
(1.6%)
|
Adjusted basic and
diluted earnings per share
|
€0.48
|
€0.50
|
(€0.02)
|
(4.0%)
|
- Revenue was down €55.8 million or 5.3%, year-on-year. Adjusting
for currency impacts of €18.1 million, the exit from Russia of €2.5 million, an additional trading
day in the three months ended March 31,
2016 due to the leap year of
(€9.5) million and the business acquisition of La Cocinera in
Spain of (€8.3) million, the like
for like decline was 5.0%. As has been the case in the past few
quarters, the decline in sales was driven by the Company'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 €20.0 million compared to the Pro Forma
As Adjusted Gross Profit, driven primarily by lower sales
volumes.
- Gross Profit Margin declined by 0.3% compared to the Pro Forma
As Adjusted Gross Profit Margin, driven by an adverse mix and the
dilutive effect of the La Cocinera acquisition, partly offset by
favourable pricing, improved trade terms management and a reduction
in input costs.
- As Adjusted EBITDA for the six months ended June 30, 2016 decreased by €0.8 million to €177.7
million, representing 17.7% of revenues. This was due to the
reduction in Gross Profit discussed above, offset by €15.0 million
lower A&P investment as the Company re-phased advertising spend
to align with the anticipated launch of the new advertising in the
second half of the year and €3.8 million lower year-on-year
indirect costs as a result of synergy realisation and benefits from
the Company's lean reorganisation programme.
- As Adjusted Earnings per Share decreased by 2 Euro cents year-on-year, due to the decrease in
As Adjusted Profit for the period.
Management Comments
Stéfan Descheemaeker, Nomad Foods' Chief Executive Officer,
stated, "We managed to successfully slow the rate of sales decline
for the third successive quarter amidst challenging market
conditions and have now halved the rate of decline since the trough
in the three months ended September 30,
2015. We have maintained margins and cash generation
consistent with our internal outlook. As we continue to implement
our strategy and our actions start to reach the market place
through the balance of the year, I am encouraged by our progressive
quarterly improvement to the top line trend. We are highly
confident of delivering our forecast synergies from combining the
Findus and Iglo businesses and I am pleased with our progress to
date on both integration and footprint consolidation. We remain
committed to long-term value creation and I am encouraged with the
team spirit being displayed during this turnaround phase."
Noam Gottesman, Nomad Foods'
Co-Chairman and Founder, commented, "We believe that Stéfan and the
whole Nomad Foods team have identified the correct strategy and are
making the right decisions. There are encouraging indicators in
"Must Win Battles" and we are pleased with our progress to date.
Our immediate priority remains stabilizing our top line and further
improving our strong foundation to support long-term value
creation."
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 Daylight Time on Thursday, August 25, 2016. To participate on the
live call listeners in North
America may dial 888-819-8038 and international listeners
may dial 913-312-6670.
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
8709528.
As Adjusted and Pro Forma As Adjusted Financial
Information
As Adjusted financial information presented in this press
release is based on the historical financial statements of Nomad
Foods. Pro Forma As Adjusted financial information presented in
this press release is based on the historical financial statements
of Nomad Foods, as well as the historical financial statements of
the Iglo Group and the Findus Group and 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.
The As Adjusted 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. 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. Nomad Foods believe these
indicators provide an important alternative measure with which to
monitor and evaluate the Company's ongoing financial results, as
well as to reflect its acquisitions. Nomad Foods' calculation
of EBITDA, As Adjusted EBITDA, As Adjusted EBITDA margin, As
Adjusted profit, 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 may be
different from the calculations used by other companies and
comparability may therefore be limited. EBITDA, As Adjusted
EBITDA, As Adjusted EBITDA margin, As Adjusted profit, 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 are non-IFRS measures and you should
not consider them an alternative or substitute for Profit or Loss
after tax as a measure of operating performance.
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. As Adjusted
Operating cash flow before tax is As Adjusted EBITDA adjusted for
working capital movement, movements in employee benefits and
provisions and capital expenditures.
We believe EBITDA, As Adjusted EBITDA, Pro Forma As Adjusted
EBITDA and As Adjusted operating cash flow before tax 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, As Adjusted EBITDA,
Pro Forma As Adjusted EBITDA and As Adjusted operating cash flow
before tax with similarly titled measures of other companies.
EBITDA, As Adjusted EBITDA, Pro Forma As Adjusted EBITDA and As
Adjusted operating cash flow before tax 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.
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
Statement of
Profit or Loss (unaudited)
Three months ended
June 30, 2016 and June 30, 2015
|
|
|
Three months
ended
June 30,
2016
€
millions
|
Three months
ended
June 30,
2015
€
millions
|
Revenue
|
455.9
|
102.8
|
Cost of
sales
|
(316.3)
|
(95.9)
|
Gross
profit
|
139.6
|
6.9
|
Other operating
expenses
|
(74.8)
|
(19.2)
|
Charge related to
Founder Preferred Shares Annual Dividend
Amount & Warrant
Redemption Amount
|
-
|
(348.6)
|
Exceptional
items
|
(55.1)
|
(20.9)
|
Operating
profit/(loss)
|
9.7
|
(381.8)
|
Finance
income
|
3.6
|
0.9
|
Finance
costs
|
(21.5)
|
(15.0)
|
Net financing
costs
|
(17.9)
|
(14.1)
|
Loss before
tax
|
(8.2)
|
(395.9)
|
Taxation
|
0.9
|
(0.7)
|
Loss for the
period attributable to Parent Company
|
(7.3)
|
(396.6)
|
|
|
|
|
|
|
Basic and diluted
loss per share
|
|
|
Loss for the period
in € millions
|
(7.3)
|
(396.6)
|
Weighted average
shares outstanding
|
183,570,821
|
89,935,672
|
Basic and diluted
loss per share in €
|
(0.04)
|
(4.41)
|
|
|
|
Nomad Foods
Limited As Reported
Statement of
Profit or Loss (unaudited)
Six months ended
June 30, 2016 and June 30, 2015
|
|
|
Six months
ended
June 30,
2016
€
millions
|
Six months
ended
June 30,
2015
€
millions
|
Revenue
|
1,003.0
|
102.8
|
Cost of
sales
|
(695.9)
|
(95.9)
|
Gross
profit
|
307.1
|
6.9
|
Other operating
expenses
|
(154.8)
|
(19.4)
|
Charge related to
Founder Preferred Shares Annual Dividend
Amount & Warrant
Redemption Amount
|
-
|
(492.2)
|
Exceptional
items
|
(78.2)
|
(21.5)
|
Operating
profit/(loss)
|
74.1
|
(526.2)
|
Finance
income
|
19.2
|
0.9
|
Finance
costs
|
(42.8)
|
(15.0)
|
Net financing
costs
|
(23.6)
|
(14.1)
|
Profit/(loss)
before tax
|
50.5
|
(540.3)
|
Taxation
|
(15.6)
|
(0.7)
|
Profit/(loss) for
the period attributable to Parent Company
|
34.9
|
(541.0)
|
|
|
|
|
|
|
Basic
earnings/(loss) per share
|
|
|
Profit/(loss) for the
period in € millions
|
34.9
|
(541.0)
|
Weighted average
shares outstanding
|
183,348,069
|
69,980,337
|
Basic
earnings/(loss) per share in €
|
0.19
|
(7.73)
|
|
|
|
|
|
|
Diluted
earnings/(loss) per share
|
|
|
Profit/(loss) for the
period in € millions
|
34.9
|
(541.0)
|
Weighted average
shares outstanding
|
183,380,256
|
69,980,337
|
Diluted
earnings/(loss) per share in €
|
0.19
|
(7.73)
|
Nomad Foods
Limited As Reported
Statement of
Financial Position
As at June 30,
2016 (unaudited) and December 31, 2015 (audited)
|
|
|
|
As at June 30,
2016
€
millions
|
As at December 31,
2015
€
millions
|
|
Non-current
assets
|
|
|
|
Goodwill
|
1,688.7
|
1,676.8
|
|
Intangibles
|
1,726.9
|
1,729.6
|
|
Property, plant and
equipment
|
300.1
|
318.2
|
|
Other
receivables
|
0.3
|
-
|
|
Deferred tax
assets
|
58.6
|
60.6
|
|
Total non-current
assets
|
3,774.6
|
3,785.2
|
|
|
|
|
|
Current
assets
|
|
|
|
Cash and cash
equivalents
|
505.6
|
618.7
|
|
Inventories
|
285.6
|
319.6
|
|
Trade and other
receivables
|
113.7
|
118.7
|
|
Indemnification
assets
|
61.3
|
77.8
|
|
Capitalized borrowing
costs
|
5.0
|
5.0
|
|
Derivative financial
instruments
|
5.5
|
4.7
|
|
Total current
assets
|
976.7
|
1,144.5
|
|
Total
assets
|
4,751.3
|
4,929.7
|
|
|
|
|
|
Current
liabilities
|
|
|
|
Bank
overdrafts
|
232.0
|
432.6
|
|
Derivative financial
instruments
|
3.6
|
1.4
|
|
Current tax
payable
|
114.7
|
97.7
|
|
Trade and other
payables
|
404.3
|
422.3
|
|
Provisions
|
108.8
|
86.7
|
|
Total current
liabilities
|
863.4
|
1,040.7
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
Loans and
borrowings
|
1,457.8
|
1,491.1
|
|
Employee
benefits
|
213.7
|
168.9
|
|
Trade and other
payables
|
1.4
|
1.6
|
|
Deferred tax
liabilities
|
326.3
|
339.3
|
|
Total non-current
liabilities
|
1,999.2
|
2,000.9
|
|
Total
liabilities
|
2,862.6
|
3,041.6
|
|
|
|
|
|
Net
assets
|
1,888.7
|
1,888.1
|
|
|
|
|
|
Equity
attributable to equity holders
|
|
|
|
Share
capital
|
-
|
-
|
|
Capital
reserve
|
1,800.5
|
1,762.4
|
|
Share based
compensation reserve
|
0.7
|
0.1
|
|
Founder Preferred
Share Dividend reserve
|
493.4
|
531.5
|
|
Translation
reserve
|
80.7
|
84.5
|
|
Cash flow hedging
reserve
|
2.2
|
1.1
|
|
Accumulated
deficit
|
(488.8)
|
(491.5)
|
|
Total
equity
|
1,888.7
|
1,888.1
|
Nomad Foods
Limited As Reported
Statement of Cash
Flows (unaudited)
For the six months
ended June 30, 2016 and the six months ended June 30,
2015
|
|
|
|
For the six months
ended
June 30, 2016
€
millions
|
For the six months
ended
June 30, 2015
€
millions
|
|
Cash flows from
operating activities
Profit/(loss) for the
period
|
34.9
|
(541.0)
|
|
Reconciliation of
profit/(loss) to net cash provided by operating
activities:
|
|
|
|
Exceptional
items
|
78.2
|
21.5
|
|
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
|
0.6
|
-
|
|
Depreciation and
amortization
|
24.8
|
2.7
|
|
Loss on disposal of
property, plant and equipment
|
0.2
|
-
|
|
Finance
costs
|
42.8
|
15.0
|
|
Finance
income
|
(19.2)
|
(0.9)
|
|
Taxation
|
15.6
|
0.7
|
|
Operating cash
flow before changes in working capital, provisions and exceptional
items
|
177.9
|
16.2
|
|
Decrease/(increase) in
inventories
|
25.2
|
(4.1)
|
|
(Increase)/decrease in
trade and other receivables
|
(3.7)
|
24.7
|
|
(Decrease)/increase in
trade and other payables
|
(8.3)
|
22.7
|
|
(Decrease)/increase in
employee benefits and other provisions
|
(2.0)
|
0.4
|
|
Cash generated
from operations before tax and exceptional items
|
189.1
|
59.9
|
|
Cash flows relating to
exceptional items
|
(32.0)
|
(73.0)
|
|
Tax paid
|
(5.4)
|
(1.4)
|
|
Net cash generated
from/(used in) operating activities
|
151.7
|
(14.5)
|
|
|
|
|
|
Cash flows from
investing activities
|
|
|
|
Purchase of Iglo, net
of cash acquired
|
-
|
(682.1)
|
|
Contingent
consideration for purchase of Frudesa brand
|
(8.0)
|
-
|
|
Purchase of property,
plant and equipment
|
(12.2)
|
(1.6)
|
|
Purchase of
intangibles
|
(0.1)
|
-
|
|
Purchase of portfolio
investments
|
-
|
(320.6)
|
|
Redemption of
portfolio investments
|
-
|
178.3
|
|
Net cash used in
investing activities
|
(20.3)
|
(826.0)
|
|
|
|
|
|
Cash flows from
financing activities
|
|
|
|
Proceeds from issuance
of Ordinary Shares
|
-
|
1,014.2
|
|
Repayment of loan
principal
|
-
|
(490.0)
|
|
Net payment of finance
leases
|
(0.4)
|
-
|
|
Payment of financing
fees
|
-
|
(5.4)
|
|
Interest
paid
|
(35.5)
|
(11.5)
|
|
Interest
received
|
4.6
|
0.1
|
|
Net cash (used
in)/generated from financing activities
|
(31.3)
|
507.4
|
|
|
|
|
|
Net
increase/(decrease) in cash and cash equivalents
|
100.1
|
(333.1)
|
|
Cash and cash
equivalents at beginning of period
|
186.1
|
402.2
|
|
Effect of exchange
rate fluctuations
|
(12.6)
|
60.1
|
|
Cash and cash
equivalents at end of period(a)
|
273.6
|
129.2
|
|
|
|
|
(a)
|
Cash and cash
equivalents comprise cash at bank of €505.6 million less bank
overdrafts of €232.0 million (June 30, 2015: cash at bank of €608.0
million less bank overdrafts of €478.8 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 June 30, 2016 to the reported results of Nomad Foods for such
period.
|
|
As Adjusted
Statement of Profit or Loss (unaudited)
Three Months Ended June 30, 2016
|
|
€ in
millions, except per share data
|
As reported for
the
three months ended
June 30, 2016
|
Adjustments
|
|
As Adjusted for
the
three months ended
June 30, 2016
|
|
|
|
|
|
Revenue
|
455.9
|
-
|
|
455.9
|
Cost of
sales
|
(316.3)
|
-
|
|
(316.3)
|
Gross
profit
|
139.6
|
-
|
|
139.6
|
Other operating
expenses
|
(74.8)
|
0.4
|
(a)
|
(74.4)
|
Exceptional
items
|
(55.1)
|
55.1
|
(b)
|
-
|
Operating
profit
|
9.7
|
55.5
|
|
65.2
|
Finance
income
|
3.6
|
(1.3)
|
|
2.3
|
Finance
costs
|
(21.5)
|
-
|
|
(21.5)
|
Net financing
costs
|
(17.9)
|
(1.3)
|
(c)
|
(19.2)
|
(Loss)/profit
before tax
|
(8.2)
|
54.2
|
|
46.0
|
Taxation
|
0.9
|
(11.5)
|
(d)
|
(10.6)
|
(Loss)/profit for
the period
|
(7.3)
|
42.7
|
|
35.4
|
|
|
|
|
|
Weighted average
shares outstanding - basic(e)
|
183,570,821
|
|
|
183,570,821
|
Basic
(loss)/earnings per share
|
(0.04)
|
|
|
0.19
|
|
|
|
|
|
Weighted average
shares outstanding – diluted(f)
|
183,570,821
|
|
|
183,600,409
|
Diluted
(loss)/earnings per share
|
(0.04)
|
|
|
0.19
|
|
|
|
|
(a)
|
Adjustment to add
back share based payment charge.
|
(b)
|
Adjustment to add
back exceptional items which management believes do not have a
continuing impact. See table 'EBITDA and As Adjusted EBITDA
(unaudited) three months ended June 30, 2016' for a detailed list
of exceptional items.
|
(c)
|
Adjustment to
eliminate (€1.3) million of non-cash foreign exchange translation
gains.
|
(d)
|
Adjustment to reflect
the tax impact of the above at the applicable tax rate for each
exceptional item, determined by the nature of the item and the
jurisdiction in which it arises.
|
(e)
|
Basic weighted
average shares outstanding includes the 2015 Non-Executive
Directors Restricted Stock Award shares from the date of
vesting.
|
(f)
|
Diluted weighted
average shares outstanding has been adjusted by the dilutive impact
of the 2015 and 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
June 30, 2016 to the reported results of Nomad Foods for such
period.
|
|
EBITDA and As
Adjusted EBITDA (unaudited)
Three Months Ended
June 30, 2016
|
|
|
€ in
millions
|
As reported for
the
three months
ended June 30,
2016
|
|
|
Loss before
tax
|
(8.2)
|
|
|
Net financing
costs
|
17.9
|
|
|
Depreciation
|
11.0
|
|
|
Amortization
|
1.7
|
|
|
EBITDA
|
22.4
|
|
|
|
|
|
|
Exceptional
items:
|
|
|
|
Transactions
related costs
|
0.7
|
(a)
|
|
Costs related to
management incentive plans
|
0.7
|
(b)
|
|
Investigation of
strategic opportunities
|
1.6
|
(c)
|
|
Supply chain
reconfiguration
|
39.7
|
(d)
|
|
Other
restructuring costs
|
(0.9)
|
(e)
|
|
Integration
costs
|
8.3
|
(f)
|
|
Remeasurement of
indemnification assets
|
5.0
|
(g)
|
|
|
|
|
|
Other
Adjustments:
|
|
|
|
Share based
payment charge
|
0.4
|
(h)
|
|
|
|
|
|
As Adjusted
EBITDA(I)
|
77.9
|
|
|
|
|
|
|
Working capital
movement
|
20.2
|
|
|
Decrease in employee
benefits and other provisions
|
(0.7)
|
|
|
Capital
expenditure
|
(6.5)
|
|
|
As Adjusted
operating cash flow before tax
|
90.9
|
|
(a) Elimination of costs
incurred in relation to completed 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)
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 June 30, 2016.
(h)
Elimination of share payment charge relating to the Nomad Foods
2015 Long Term Incentive Plan
(i) As Adjusted EBITDA margin
17.1% for the three months ended June 30, 2016 is calculated by
dividing As Adjusted EBITDA by As Adjusted revenue.
|
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 June 30, 2015 to the reported results of Nomad
Foods for such period.
|
|
Pro Forma As
Adjusted Statement of Profit or Loss (unaudited)
|
Three Months Ended
June 30, 2015
|
|
€ in millions,
except per share data
|
As reported
for
the three
months ended
June 30, 2015
|
Add Iglo
Group
unaudited
results for the
two months
ended May 31,
2015
|
Add Findus
Group unaudited
results for the
three months
ended June 30,
2015
|
Combined
|
Adjustments
|
|
Combined
Pro Forma
As Adjusted
for the three
months
ended June
30, 2015
|
|
Revenue
|
102.8
|
242.8
|
150.6
|
496.2
|
(8.2)
|
(a)
|
488.0
|
|
Cost of
sales
|
(95.9)
|
(159.4)
|
(116.3)
|
(371.6)
|
32.0
|
(b)
|
(339.6)
|
|
Gross
profit
|
6.9
|
83.4
|
34.3
|
124.6
|
23.8
|
|
148.4
|
|
Other operating
expenses
|
(19.2)
|
(46.7)
|
(24.2)
|
(90.1)
|
1.5
|
(c)
|
(88.6)
|
|
Founder Preferred
Shares Annual Dividend Amount & Warrant Redemption
Amount
|
(348.6)
|
-
|
-
|
(348.6)
|
348.6
|
(d)
|
-
|
|
Exceptional
items
|
(20.9)
|
(63.7)
|
3.3
|
(81.3)
|
81.3
|
(e)
|
-
|
|
Operating
(loss)/profit
|
(381.8)
|
(27.0)
|
13.4
|
(395.4)
|
455.2
|
|
59.8
|
|
Finance
income
|
0.9
|
1.6
|
1.2
|
3.7
|
(2.1)
|
|
1.6
|
|
Finance
costs
|
(15.0)
|
(48.0)
|
(4.3)
|
(67.3)
|
46.9
|
|
(20.4)
|
|
Net financing
costs
|
(14.1)
|
(46.4)
|
(3.1)
|
(63.6)
|
44.8
|
(f)
|
(18.8)
|
|
(Loss)/profit
before tax
|
(395.9)
|
(73.4)
|
10.3
|
(459.0)
|
500.0
|
|
41.0
|
|
Taxation
|
(0.7)
|
(48.4)
|
(2.9)
|
(52.0)
|
42.6
|
(g)
|
(9.4)
|
|
(Loss)/profit for
the period
|
(396.6)
|
(121.8)
|
7.4
|
(511.0)
|
542.6
|
|
31.6
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding – basic and
diluted(h)
|
89,935,672
|
|
|
|
|
|
179,342,960
|
|
Basic and diluted
(loss)/earnings per share
|
(4.41)
|
|
|
|
|
|
0.18
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Adjustments to (i)
decrease revenue by (€8.1) million for the differential in trading
days between year-on-year periods, (ii) eliminate a €0.1 million
credit from intercompany trade between the Findus Group and Iglo
Group for the three months ended June 30, 2015 and (iii) reflect
accounting policy alignment between Findus Group and Nomad Foods
policies to reclassify (€0.2) million of advertising and promotion
expenses from other operating expenses for the Findus Group three
month period.
|
(b)
|
Adjustments to (i)
decrease cost of sales by €5.1 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); (iii) increase depreciation expense by (€0.4)
million net to reflect the Iglo and Findus PPA adjustments to the
fair value of property, plant and equipment, (iv) eliminate (€0.1)
million of intercompany trade between the Findus Group and Iglo
Group for the three months ended June 30, 2015 and (v) reverse a
€1.4 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) reflect a reduction of €0.2 million of amortization based on
the fair valuation of intangible assets acquired with the Iglo
Group; (iii) eliminate a €1.7 million Findus prior ownership
corporate charge; and (iv) reflect accounting policy alignment
between the Findus Group and Nomad Foods policies to reclassify
€0.2 million of advertising and promotion expenses to revenue
and increasing expense by (€nil) million, net, relating to the
capitalization of new product development costs of €0.3 million and
related amortization of (€0.3) million.
|
(d)
|
Adjustment to add
back a Nomad Foods €348.6 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 are not
representative of the Company's operations. See table 'Pro
Forma EBITDA and Pro Forma As Adjusted EBITDA (unaudited) three
months ended June 30, 2015' for a detailed list of exceptional
items.
|
(f)
|
Adjustment of €26.3
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 €18.5 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
exceptional item, 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 three months ended June 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
June 30, 2015
|
|
|
|
|
|
|
|
|
|
€ in
millions
|
As reported for
the
three months
ended June 30,
2015
|
Add Iglo Group
unaudited as
reported for the
two months ended
May 31, 2015
|
Add Findus
Group unaudited
results for the
three months
ended June 30,
2015
|
|
Combined Pro
Forma As
Adjusted for the
three months
ended June 30,
2015
|
(Loss)/profit
before tax
|
(395.9)
|
(73.4)
|
10.3
|
|
(459.0)
|
Net financing
costs
|
14.1
|
46.4
|
3.1
|
|
63.6
|
Depreciation
|
2.5
|
5.0
|
3.9
|
|
11.4
|
Amortization
|
0.2
|
0.5
|
0.6
|
|
1.3
|
EBITDA
|
(379.1)
|
(21.5)
|
17.9
|
|
(382.7)
|
|
|
|
|
|
|
Exceptional
items:
|
|
|
|
|
|
Transactions
related costs
|
20.9
|
3.8
|
-
|
(a)
|
24.7
|
Purchase price
adjustments to intangible assets
|
-
|
55.0
|
-
|
(b)
|
55.0
|
Costs related to
management incentive plans
|
-
|
2.8
|
-
|
(c)
|
2.8
|
Investigation of
strategic opportunities
|
-
|
1.5
|
-
|
(d)
|
1.5
|
Cisterna fire net
costs
|
-
|
0.6
|
-
|
(e)
|
0.6
|
Restructuring
costs
|
-
|
-
|
6.5
|
(f)
|
6.5
|
Gain on purchase
of La Cocinera
|
-
|
-
|
(9.8)
|
(g)
|
(9.8)
|
|
|
|
|
|
|
Other
Adjustments:
|
|
|
|
|
|
Founder Preferred
Shares Annual Dividend Amount & Warrant
Redemption(h)
|
|
|
|
|
348.6
|
Iglo(i)
|
|
|
|
|
24.4
|
Findus(j)
|
|
|
|
|
1.3
|
|
|
|
|
|
|
Pro Forma As
Adjusted EBITDA(k)
|
|
|
|
|
72.9
|
|
|
|
|
|
|
(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 which are 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 three months ended
June 30, 2015.
|
(h)
|
Adjustment to
eliminate a €348.6 million non-cash charge related to the Founder
Preferred Shares Annual Dividend Amount & Warrant Redemption
Amount.
|
(i)
|
Adjustments to (i)
decrease EBITDA by (€3.0) 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 €1.4 million non-cash acquisition
accounting adjustment relating to the discontinuation of hedge
accounting on acquired derivatives.
|
(j)
|
Adjustments to
reflect accounting policy alignments between Findus Group and Nomad
Foods policies; specifically expensing (€0.4) million of
capitalized new product development costs and internal labor costs
and eliminating a €1.7 million prior ownership corporate
charge.
|
(k)
|
Pro Forma As Adjusted
EBITDA margin 14.9% for the three months ended June 30, 2015 is
calculated by dividing Pro Forma As Adjusted EBITDA by Combined Pro
Forma As Adjusted revenue.
|
Nomad Foods
Limited
As Adjusted
Financial Information
(In € millions,
except per share data)
|
|
The following table
reconciles As Adjusted financial information for the six months
ended June 30, 2016 to the reported results of Nomad Foods for such
period.
|
|
As Adjusted
Statement of Profit or Loss (unaudited)
Six Months Ended June 30, 2016
|
€ in
millions, except per share data
|
As reported for
the six months ended June 30, 2016
|
Adjustments
|
|
As Adjusted for
the six months ended June 30, 2016
|
|
|
|
|
|
Revenue
|
1,003.0
|
-
|
|
1,003.0
|
Cost of
sales
|
(695.9)
|
-
|
|
(695.9)
|
Gross
profit
|
307.1
|
-
|
|
307.1
|
Other operating
expenses
|
(154.8)
|
0.6
|
(a)
|
(154.2)
|
Exceptional
items
|
(78.2)
|
78.2
|
(b)
|
-
|
Operating
profit
|
74.1
|
78.8
|
|
152.9
|
Finance
income
|
19.2
|
(14.5)
|
|
4.7
|
Finance
costs
|
(42.8)
|
-
|
|
(42.8)
|
Net financing
costs
|
(23.6)
|
(14.5)
|
(c)
|
(38.1)
|
Profit before
tax
|
50.5
|
64.3
|
|
114.8
|
Taxation
|
(15.6)
|
(10.8)
|
(d)
|
(26.4)
|
Profit for the
period
|
34.9
|
53.5
|
|
88.4
|
|
|
|
|
|
Weighted average
shares outstanding - basic(e)
|
183,348,069
|
|
|
183,348,069
|
Basic earnings per
share
|
0.19
|
|
|
0.48
|
|
|
|
|
|
Weighted average
shares outstanding - diluted(f)
|
183,380,256
|
|
|
183,380,256
|
Diluted earnings
per share
|
0.19
|
|
|
0.48
|
|
|
|
|
|
(a)
|
Adjustment to add
back share based payment charge.
|
(b)
|
Adjustment to add
back exceptional items which management believes do not have a
continuing impact. See table 'EBITDA and As Adjusted EBITDA
(unaudited) six months ended June 30, 2016' for a detailed list of
exceptional items.
|
(c)
|
Adjustment to
eliminate (€14.5) million of non-cash foreign exchange translation
gains.
|
(d)
|
Adjustment to reflect
the tax impact of the above at the applicable tax rate for each
exceptional item, 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 from date of
vesting.
|
(f)
|
Diluted weighted
average shares outstanding has been adjusted by the dilutive impact
of the 2015 and 2016 Non-Executive Restricted Stock
Awards.
|
Nomad Foods
Limited
As Adjusted
Financial Information
(In €
millions)
|
|
The following table
reconciles EBITDA and As Adjusted EBITDA for the six months ended
June 30, 2016 to the reported results of Nomad Foods for such
period:
|
|
EBITDA and As
Adjusted EBITDA (unaudited)
Six Months Ended
June 30, 2016
|
|
|
€ in
millions
|
As reported for
the
six months ended
June 30, 2016
|
|
|
Profit before
tax
|
50.5
|
|
|
Net financing
costs
|
23.6
|
|
|
Depreciation
|
21.5
|
|
|
Amortization
|
3.3
|
|
|
EBITDA
|
98.9
|
|
|
|
|
|
|
Exceptional
items:
|
|
|
|
Transactions
related costs
|
1.7
|
(a)
|
|
Costs related to
management incentive plans
|
1.9
|
(b)
|
|
Investigation of
strategic opportunities
|
5.4
|
(c)
|
|
Cisterna fire
costs
|
0.3
|
(d)
|
|
Supply chain
reconfiguration
|
39.7
|
(e)
|
|
Other
restructuring costs
|
(0.9)
|
(f)
|
|
Integration
costs
|
12.5
|
(g)
|
|
Remeasurement of
indemnification assets
|
17.6
|
(h)
|
|
|
|
|
|
Other
Adjustments:
|
|
|
|
Share based
payment charge
|
0.6
|
(i)
|
|
|
|
|
|
As Adjusted
EBITDA(j)
|
177.7
|
|
|
|
|
|
|
Working capital
movement
|
13.2
|
|
|
Increase in employee
benefits and other provisions
|
(2.0)
|
|
|
Capital
expenditure
|
(12.3)
|
|
|
As Adjusted
operating cash flow before tax
|
176.6
|
|
(a)
Elimination of costs incurred in relation to completed
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)
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 June 30, 2016.
(i) Elimination of share
payment charge relating to the Nomad Foods 2015 Long Term Incentive
Plan
(j) As Adjusted EBITDA margin
17.7% for the six months ended June 30, 2016 is calculated by
dividing As Adjusted EBITDA by As Adjusted revenue.
|
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 six
months ended June 30, 2015 to the reported results of Nomad Foods
for such period:
|
|
Pro Forma As
Adjusted Statement of Profit or Loss (unaudited)
|
Six Months Ended
June 30, 2015
|
|
|
€ in millions,
except per share data
|
As reported
for
the six months
ended June 30,
2015
|
Add Iglo
Group
unaudited
results for the
five months
ended May 31,
2015
|
Add Findus
Group
unaudited
results for the
six months
ended June 30,
2015
|
Combined
|
Adjustments
|
|
Combined Pro
Forma As
Adjusted for the
six months
ended June 30,
2015
|
|
Revenue
|
102.8
|
640.3
|
310.3
|
1,053.4
|
5.4
|
(a)
|
1,058.8
|
|
Cost of
sales
|
(95.9)
|
(417.9)
|
(240.5)
|
(754.3)
|
22.6
|
(b)
|
(731.7)
|
|
Gross
profit
|
6.9
|
222.4
|
69.8
|
299.1
|
28.0
|
|
327.1
|
|
Other operating
expenses
|
(19.4)
|
(109.5)
|
(47.2)
|
(176.1)
|
3.1
|
(c)
|
(173.0)
|
|
Founder Preferred
Shares Annual Dividend Amount & Warrant Redemption
Amount
|
(492.2)
|
-
|
-
|
(492.2)
|
492.2
|
(d)
|
-
|
|
Exceptional
items
|
(21.5)
|
(84.3)
|
1.2
|
(104.6)
|
104.6
|
(e)
|
-
|
|
Operating
(loss)/profit
|
(526.2)
|
28.6
|
23.8
|
(473.8)
|
627.9
|
|
154.1
|
|
Finance
income
|
0.9
|
2.0
|
3.3
|
6.2
|
(3.0)
|
|
3.2
|
|
Finance
costs
|
(15.0)
|
(117.7)
|
(13.8)
|
(146.5)
|
105.7
|
|
(40.8)
|
|
Net financing
costs
|
(14.1)
|
(115.7)
|
(10.5)
|
(140.3)
|
102.7
|
(f)
|
(37.6)
|
|
(Loss)/profit
before tax
|
(540.3)
|
(87.1)
|
13.3
|
(614.1)
|
730.6
|
|
116.5
|
|
Taxation
|
(0.7)
|
(40.9)
|
(3.8)
|
(45.4)
|
18.7
|
(g)
|
(26.7)
|
|
(Loss)/profit for
the period
|
(541.0)
|
(128.0)
|
9.5
|
(659.5)
|
749.3
|
|
89.8
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding – basic and
diluted(h)
|
69,980,337
|
|
|
|
|
|
179,315,200
|
|
Basic and diluted
(loss)/earnings per share
|
(7.73)
|
|
|
|
|
|
0.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Adjustments to (i)
increase revenue by €6.6 million for the differential in trading
days between year-on-year periods, (ii) eliminate (€0.4) million of
intercompany trade between the Findus Group and Iglo Group for the
six months ended June 30, 2015 and (iii) reflect accounting policy
alignment between Findus Group and Nomad Food policies to
reclassify (€0.8) million of advertising and promotion expenses
from other operating expenses for the Findus Group six month
period.
|
(b)
|
Adjustments to (i)
increase cost of sales by (€4.2) million for the differential in
trading days between year-on-year periods, (ii) increase
depreciation expense by (€1.0) million net to reflect purchase
price accounting (PPA) adjustments to the fair value of property,
plant and equipment, (iii) eliminate €0.4 million of intercompany
trade between the Findus Group and Iglo Group for the six months
ended June 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
€1.4 million non-cash Iglo acquisition accounting adjustment
relating to the discontinuation of hedge accounting on acquired
derivatives.
|
(c)
|
Adjustments to (i)
reflect (€1.1) 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 €3.1 million Findus prior ownership
corporate charge; and, (iv) reflect accounting policy alignment
between Findus Group and Nomad Foods policies to reclassify €0.7
million of advertising and promotion expenses to revenue and
increase expense by (€0.1) 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) six months ended June 30, 2015' for
a detailed list of exceptional items.
|
(f)
|
Adjustment of €67.8
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 €34.9 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
exceptional item, 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 six months ended June 30, 2015 to the reported results of Nomad
Foods for such period:
|
|
Pro Forma EBITDA
and Pro Forma As Adjusted EBITDA (unaudited)
Six Months Ended
June 30, 2015
|
|
|
|
|
|
|
|
€ in
millions
|
As reported
for the six
months ended
June 30, 2015
|
Add Iglo
Group
unaudited as
reported for
the five
months ended
May 31, 2015
|
Add Findus
Group
unaudited
results for the
six months
ended June
30, 2015
|
|
Combined
Pro Forma
As Adjusted
for the six
months ended
June 30, 2015
|
(Loss)/profit
before tax
|
(540.3)
|
(87.1)
|
13.3
|
|
(614.1)
|
Net financing
costs
|
14.1
|
115.7
|
10.5
|
|
140.3
|
Depreciation
|
2.5
|
11.3
|
7.3
|
|
21.1
|
Amortization
|
0.2
|
1.2
|
1.0
|
|
2.4
|
EBITDA
|
(523.5)
|
41.1
|
32.1
|
|
(450.3)
|
|
|
|
|
|
|
Exceptional
items:
|
|
|
|
|
|
Transactions related
costs
|
21.5
|
3.8
|
-
|
(a)
|
25.3
|
Purchase price
adjustments to intangible assets
|
-
|
55.0
|
-
|
(b)
|
55.0
|
Costs related to
management incentive plans
|
-
|
22.9
|
-
|
(c)
|
22.9
|
Investigation of
strategic opportunities
|
-
|
1.3
|
-
|
(d)
|
1.3
|
Cisterna fire net
costs
|
-
|
1.3
|
-
|
(e)
|
1.3
|
Restructuring
costs
|
-
|
-
|
7.7
|
(f)
|
7.7
|
Gain on purchase of
La Cocinera
|
-
|
-
|
(9.8)
|
(g)
|
(9.8)
|
|
|
|
|
|
|
Other
costs
|
-
|
-
|
0.9
|
(h)
|
0.9
|
|
|
|
|
|
|
Other
Adjustments:
|
|
|
|
|
|
Founder Preferred
Shares Annual Dividend Amount & Warrant
Redemption(i)
|
|
|
|
|
492.2
|
Iglo(j)
|
|
|
|
|
29.8
|
Findus(k)
|
|
|
|
|
2.2
|
|
|
|
|
|
|
Pro Forma As
Adjusted EBITDA(l)
|
|
|
|
|
178.5
|
|
|
|
|
|
|
(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 three months ended
June 30, 2015.
|
(h)
|
Elimination of other
costs recognized by the Findus Group, mainly relating to an
emissions permit penalty.
|
(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 €2.4 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 €1.4 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 (€0.9) million of
capitalized new product development costs and internal labor costs
and (ii) eliminating a €3.1 million prior ownership corporate
charge.
|
(l)
|
Pro Forma As Adjusted
EBITDA margin 16.9% for the six months ended June 30, 2015 is
calculated by dividing Pro Forma As Adjusted EBITDA by Combined Pro
Forma As Adjusted revenue.
|
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-june-30-2016-300317916.html
SOURCE Nomad Foods Limited