TIDMNHL TIDMTTM
RNS Number : 7602F
Nomad Foods Limited
16 November 2015
NOMAD FOODS LIMITED ANNOUNCES FINANCIAL RESULTS FOR THE PERIODS
ENDED SEPTEMBER 30, 2015
Company Increases Expected Synergies from Findus Acquisition to
Range of EUR35 to EUR40 Million
Tortola, British Virgin Islands - November 16, 2015 - Nomad
Foods Limited ("Nomad Foods") (LSE: NHL), today issues the
following trading update for the three, six and nine month periods
ended September 30, 2015.
Reported Results
Nomad Foods acquired Iglo Foods Holdings Limited and its
subsidiaries (the "Iglo Group") on June 1, 2015. Prior to June 1,
2015 Nomad Foods did not have any operations. Accordingly, Nomad
Foods' reported results for the six months ended September 30, 2015
include the results of the Iglo Group from June 1, 2015 only.
Please read these in conjunction with the Nomad Foods Limited
Condensed Consolidated Interim Financial Information (unaudited)
for the six months ended September 30, 2015 issued today.
Highlights for the three months ended September 30, 2015
-- Revenue for the three months ended September 30, 2015 was
EUR315.5 million resulting in a EUR6.3 million profit after tax.
For the three months ended September 30, 2014, revenue was nil,
resulting in a loss after tax of EUR0.3 million.
Highlights for the six months ended September 30, 2015
-- Revenue for the six months ended September 30, 2015 was
EUR418.3 million resulting in a loss after tax of EUR390.3 million,
primarily resulting from non-cash charges related to the Founder
Preferred Shares Annual Dividend Amount of EUR349.0 million and
costs of EUR29.4 million relating to the acquisition of the Iglo
Group. For the six months ended September 30, 2014, revenue was nil
resulting in a loss after tax of EUR23.1 million, primarily due to
non-cash charges related to the Founder Preferred Shares Annual
Dividend Amount.
Pro Forma As Adjusted Results
Highlights for the three months ended September 30, 2015
Nomad Foods is presenting Pro Forma As Adjusted financial
information for the three months ended September 30, 2015. For
comparative purposes, the Iglo Group's reported results have been
added to the reported results of Nomad Foods for the three months
ended September 30, 2014. The pro forma results for both periods
have been further adjusted for exceptional items in addition to
transaction-related items associated with Nomad Foods acquisition
of the Iglo Group on June 1, 2015. Please see the non-IFRS
reconciliation tables attached hereto and the schedules
accompanying this release for an explanation and reconciliation of
the Pro Forma As Adjusted financial information to the reported
results of Nomad Foods.
-- Pro Forma As Adjusted revenue for three months ended
September 30, 2015 decreased by EUR29.1 million, or 8.4%, to
EUR315.5 million from EUR344.6 million for the three months ended
September 30, 2014. Allowing for currency impacts and the exit from
Romania, Slovakia & Turkey, like-for-like revenue declined by
11.2%.
-- Pro Forma As Adjusted gross profit for the three months ended
September 30, 2015 decreased by EUR20.7 million, or 16.8%, to
EUR102.6 million from EUR123.3 million for the three months ended
September 30, 2014. Pro Forma As Adjusted gross margin also fell,
decreasing by 3.3 percentage points to 32.5% from 35.8%. The
decrease in Pro Forma As Adjusted gross margin is driven by an
increased promotional investment coupled with the impact of lower
volume recoveries.
-- Pro Forma As Adjusted EBITDA for the three months ended
September 30, 2015 decreased EUR10.0 million, or 13.6%, to EUR63.6
million from EUR73.6 million for the three months ended September
30, 2014. Pro Forma As Adjusted EBITDA margin decreased by 1.2
percentage points due to the reduction in gross margin discussed
above, offset by focussed cost management.
-- Pro Forma As Adjusted EPS is EUR0.18 for the three months to
September 30, 2015 as compared to EUR0.23 for three months ended
September 30, 2014.
Highlights for the nine months ended September 30, 2015
In May 2015, Nomad Foods changed its financial year end to
December 31. In order to align with the Iglo Group's historical
reporting calendar, Nomad Foods is presenting Pro Forma As Adjusted
financial information for the combined results of Nomad Foods and
the Iglo Group for the nine months ended September 30, 2015. Pro
Forma As Adjusted financial information for the nine months ended
September 30, 2015 include the reported results of Nomad Foods for
such period (which include the results of the Iglo Group from June
1, 2015) and have had the reported results of the Iglo Group for
the five months ended May 31, 2015 added to them. For comparative
purposes, the Iglo Group's reported results have been added to the
reported results of Nomad Foods for the nine months ended September
30, 2014. The pro forma results for both periods have been further
adjusted for exceptional items in addition to transaction-related
items associated with Nomad Foods' acquisition of the Iglo Group on
June 1, 2015. Please see the non-IFRS reconciliation tables
attached hereto and the schedules accompanying this release for an
explanation and reconciliation of the Pro Forma As Adjusted
financial information to the reported results of Nomad Foods.
-- Pro Forma As Adjusted revenue for the nine months ended
September 30, 2015 decreased by EUR47.2 million, or 4.3%, to
EUR1,058.6 million from EUR1,105.8 million for the nine months
ended September 30, 2014. Allowing for currency impacts, the impact
of one less trading day and the exit from Romania, Slovakia &
Turkey, like-for-like revenue declined by 6.9%.
-- Pro Forma As Adjusted gross profit for the nine months ended
September 30, 2015 decreased by EUR28.5 million, or 7.3%, to
EUR359.3 million from EUR387.8 million for the nine months ended
September 30, 2015. Pro Forma As Adjusted gross margin decreased by
1.2 percentage points to 33.9% from 35.1%. This is primarily due to
investment in promotional activity and the impact of lower volume
recoveries.
-- Pro Forma As Adjusted EBITDA for the nine months ended
September 30, 2015 decreased EUR11.6 million, or 5.3%, to EUR206.5
million from EUR218.1 million for the nine months ended September
30, 2014. Pro Forma As Adjusted EBITDA margin of 19.5% was in line
with the strategic target, but decreased by 0.2 percentage points
from 19.7% for the nine months ended September 30, 2014 due to the
reduction in gross margin discussed above.
-- Pro Forma As Adjusted EPS is EUR0.65 for nine months to
September 30, 2015 as compared to EUR0.72 for the nine months ended
September 30, 2014.
Findus Group's Continental European Business Acquisition
Highlights
On 2 November 2015, Nomad Foods completed its acquisition of
Findus Sverige AB and its subsidiaries (the "Findus Group's
Continental European business") for approximately GBP500 million.
The acquired business includes operations across continental Europe
with leading market positions in France, Sweden and Spain along
with the intellectual and commercialization rights to the Findus,
Lutosa (until 2020) and La Cocinera brands in their respective
markets. Findus Group's Continental European business has
approximately 1,500 employees and 6 manufacturing locations. The
cash portion of the purchase price was funded from a combination of
cash on hand and the issuance of a EUR325 million tranche of senior
debt under Nomad Foods senior credit facility. The remainder of the
consideration was funded via the issuance of 8,378,380 ordinary
shares. Following this issuance, the Company's total number of
ordinary shares in issue is 178,431,796 of which none are held in
treasury.
At the time the deal was announced, Nomad Foods communicated a
synergy target range of EUR25 - EUR30 million over the three year
period ending in 2018. Following further analysis, management now
expects to deliver synergies in the range of EUR35 - EUR40 million
over the same period.
Management Comments on Results
Stéfan Descheemaeker, Nomad Foods' Chief Executive Officer,
stated, "Our overall third quarter performance was in-line with our
expectations at the time of the acquisition of the Iglo Group,
taking into account the continuing difficult retail environment
across our three largest markets. As we look forward to fiscal
2016, we are confident our revised strategy (shift from innovation
to renovation, revenue management focus, recalibration between
local and global), our renewed cost savings program and our
management changes will enable us to improve results and take
advantage of the growth opportunities in Europe. In addition, our
successfully completed acquisitions of Iglo and the Findus Group's
Continental European business, and the synergies we are confident
of delivering, will strengthen Nomad's position as a leader within
the frozen and packaged food space and enable us to strengthen our
position in the marketplace."
Noam Gottesman, Nomad Foods' Co-Chairman and Founder, commented,
"I am impressed with the progress that Stéfan and his team have
made in re-positioning Nomad with a strong platform of well-known
frozen foods brands. Our strategic acquisitions of Iglo and the
Findus Group's Continental European business will increase Nomad's
market share across Europe and allow us to yield substantial
cost-saving synergies. I believe these transformative acquisitions
coupled with the execution of Stéfan's strategic vision for
long-term growth will lead to long-term value for shareholders as
we build a best-in-class global consumer foods company."
Pro Forma As Adjusted Financial Information
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Pro Forma As Adjusted financial information presented in this
press release is based on the historical financial statements of
Nomad Foods and the historical financial statements of the Iglo
Group, and has been prepared to reflect the acquisition of the Iglo
Group and the changes in the financing structure associated with
the acquisition of the Iglo Group. Pro Forma As Adjusted financial
information should be read in conjunction with the historical
interim financial statements of Nomad Foods accompanying this press
release.
The pro forma adjustments presented herein are based upon
certain assumptions that Nomad Foods believes to be reasonable. Pro
Forma As Adjusted financial information is presented for
informational purposes only and is not necessarily indicative of
the combined financial position or results of operations that would
have been realized had the acquisition of the Iglo Group occurred
on an earlier date, nor is it meant to be indicative of any
anticipated combined financial position or future results of
operations that the combined group will experience. Pro Forma As
Adjusted financial information does not reflect the cost of any
integration or benefits from the acquisition of the Iglo Group that
may be derived in the future.
Non-IFRS Financial Measures
Nomad Foods also utilizes certain additional key performance
indicators described below. Nomad Foods believe these measures
provide an important alternative measure with which to assess its
underlying trading performance on a constant basis. Nomad Foods'
calculation of EBITDA and Pro Forma As Adjusted EBITDA may be
different from the calculations used by other companies and
comparability may therefore be limited. EBITDA and Pro Forma As
Adjusted EBITDA are non-IFRS measures and you should not consider
them an alternative or substitute for Profit and Loss after tax as
a measure of operating performance.
EBITDA is Profit/Loss before tax for the period before net
financing costs, depreciation, amortization, exceptional items,
charges relating to the Founders Preferred Shares Annual Dividend
Amount, charges relating to the redemption of warrants and other
similar items. Pro Forma As Adjusted EBITDA is EBITDA further
adjusted to add the results of the Iglo Group to the reported
results of Nomad Foods for periods when Iglo Group was not owned by
Nomad Foods. We believe EBITDA and Pro Forma As Adjusted EBITDA are
useful indicators and can assist securities analysts, investors and
other parties to perform their own evaluations. Accordingly, the
information has been disclosed to permit a more complete and
comprehensive analysis of our operating performance. EBITDA and
similar measures are used by different companies for different
purposes and are often calculated in ways that reflect the
individual needs and circumstances of these companies. You should
exercise caution in comparing EBITDA or Pro Forma As Adjusted
EBITDA with similarly titled measures of other companies. EBITDA
and Pro Forma As Adjusted EBITDA are not measures of liquidity or
performance calculated in accordance with IFRS and should be viewed
as a supplement to, not a substitute for, our results of operations
presented in accordance with IFRS.
As reported Financial Information
(In EUR millions, except per share data)
Nomad Foods As reported Profit and Loss (unaudited)
Three months ended September 30, 2015 and September 30, 2014
Nomad Foods as reported for the Nomad Foods as reported for the
three months ended September 30, three months ended September 30,
2015 2014
EURm EURm
------------------------------------- -------------------------------------
-
Net revenue 315.5 -
Cost of sales (215.1) -
Gross profit 100.4 -
Other costs (47.1) (0.1)
Operating profit/(loss) before
exceptional items 53.3 (0.1)
Exceptional items (16.9) (0.2)
Operating profit/(loss) after
exceptional items 36.4 (0.3)
Interest income 0.6 -
Interest expense (20.6) -
Foreign exchange (5.5) -
Net financing costs (25.5) -
------------------------------------- -------------------------------------
Profit/(loss) before tax 10.9 (0.3)
Taxation (4.6) -
Profit/(loss) for the period 6.3 (0.3)
===================================== =====================================
Nomad Foods as reported for the Nomad Foods as reported for the
three months ended September 30, three months ended September 30,
2015 2014
Earnings per Share EURm EURm
Profit for the period in EUR millions 6.3 (0.3)
Weighted average shares outstanding 170,365,312 51,360,165
------------------------------------ -------------------------------------
Income/(loss) per share in EUR EUR0.04 (0.01)
Nomad Foods As reported Profit and Loss (unaudited)
Six months ended September 30, 2015 and September 30, 2014
Nomad Foods as reported for the six Nomad Foods as reported for the six
months ended September 30, 2015 months ended September 30, 2014
EURm EURm
------------------------------------- -------------------------------------
Net revenue 418.3 -
Cost of sales (311.0) -
Gross profit 107.3 -
Other income/(costs) (414.9) (23.0)
Operating loss before exceptional
items (307.6) (23.0)
Exceptional items (37.8) (0.2)
Operating loss after exceptional
items (345.4) (23.2)
Interest income 1.5 -
Interest expense (27.7) -
Foreign exchange (13.4) 0.1
Net financing costs (39.6) 0.1
------------------------------------- -------------------------------------
Profit/(loss) before tax (385.0) (23.1)
Taxation (5.3) -
Profit/(loss) for the period (390.3) (23.1)
===================================== =====================================
Nomad Foods as reported for the six Nomad Foods as reported for the six
months ended September 30, 2015 months ended September 30, 2014
Earnings per Share EURm EURm
Loss for the period in EUR millions (390.3) (23.1)
Weighted average shares outstanding 130,512,120 46,209,891
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------------------------------------- -------------------------------------
Loss per share in EUR (2.99) (0.50)
Balance sheet as at September 30, 2015 and September 30, 2014
(unaudited)
Nomad Foods as reported as at Nomad Foods as reported as at March
September 30, 2015 31, 2015
EURm EURm
------------------------------------ -------------------------------------
Non-current assets
Intangible assets 2,677.5 -
Property, plant and equipment 260.3 -
Deferred tax assets 48.8 -
------------------------------------ -------------------------------------
Total non-current assets 2,986.6 -
------------------------------------ -------------------------------------
Current assets
Inventories 256.5 -
Trade and other receivables 34.0 320.6
Deferred borrowing costs 3.1 -
Derivative financial instruments 2.0 -
Cash and cash equivalents 842.6 126.8
------------------------------------ -------------------------------------
Total current assets 1,138.2 447.4
------------------------------------ -------------------------------------
Total assets 4,124.8 447.4
------------------------------------ -------------------------------------
Current liabilities
Bank overdrafts 461.1 -
Trade and other payables 294.1 0.7
Derivative financial instruments 4.7 -
Founder share dividend liability - 38.2
Current tax payable 18.4 -
Provisions 29.3 -
------------------------------------ -------------------------------------
Total current liabilities 807.6 38.9
Non-current liabilities
Loans and borrowings 1,169.9 -
Employee benefits 110.6 -
Founder share dividend liability - 133.1
Warrant redemption liability 0.5
Deferred tax liabilities 322.1 -
Total non-current liabilities 1,602.6 133.6
------------------------------------ -------------------------------------
Total liabilities 2,410.2 172.5
------------------------------------ -------------------------------------
Net assets 1,714.6 274.9
==================================== =====================================
Deficit attributable to equity
holders
Capital reserve 1,651.4 353.5
Founder Preferred Share Dividend
reserve 531.5 -
Merger reserve 0.9 -
Translation reserve 76.6 88.9
Cash flow hedging reserve (0.1) -
Accumulated deficit (545.7) (167.5)
------------------------------------ -------------------------------------
Total equity 1,714.6 274.9
==================================== =====================================
Cash flow statement for the six months ended September 30, 2015
and September 30, 2014 (unaudited)
Nomad Foods as reported as at Nomad Foods as reported as at
September 30, 2015 September 30, 2014
EURm EURm
------------------------------------- -------------------------------------
Cash flows from operating
activities
Net loss (390.3) (23.1)
Reconciliation of net loss to net
cash used in operating activities:
Exceptional items 37.8 0.2
Non-cash charge related to Founder
Preferred Shares Annual Dividend
Amount 349.0 22.4
Non-cash (gain)/charge related to
Warrant redemption liability (0.4) 0.4
Non-cash fair value purchase price 26.0 -
adjustment of inventory
Depreciation and amortisation 10.8 -
Finance costs 41.1 -
Finance income (1.5) (0.1)
Taxation 5.3 -
------------------------------------- -------------------------------------
Operating cash flow before changes
in working capital and provisions 77.8 (0.2)
Increase in inventories (53.7) -
Decrease in trade and other 32.4 -
receivables
Increase in trade and other
payables 12.5 0.1
Increase in employee benefits & (0.6) -
other provisions
------------------------------------- -------------------------------------
Cash generated from operations 68.4 (0.1)
Cash flows relating to exceptional
items (73.4) (0.2)
Tax paid (4.3) -
------------------------------------- -------------------------------------
Net cash used in operating
activities (9.3) (0.3)
------------------------------------- -------------------------------------
Cash flows from investing
activities:
Purchase of Iglo, net of cash (689.0) -
acquired
Purchase of portfolio investments - (166.6)
Redemption of portfolio 178.3 -
investments
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Purchase of property, plant and (7.7) -
equipment
Purchase of intangibles (0.2) -
------------------------------------- -------------------------------------
Net cash used in investing
activities (518.6) (166.6)
------------------------------------- -------------------------------------
Cash flows from financing
activities:
Proceeds from issuance of Founder
Preferred Shares - 10.6
Proceeds from issuance of Ordinary
Shares 1,303.7 350.7
Costs of admission (5.8) (8.0)
Loans from Founder Entities for
incorporation - 0.1
Repayment of loans to Founder
Entities - (0.1)
Repayment of loan principal (490.0) -
Payment of financing fees (5.4) -
Interest paid (24.4) -
Interest received 0.7 -
------------------------------------- -------------------------------------
Net cash provided by financing
activities 778.8 353.3
------------------------------------- -------------------------------------
Net increase in cash and cash
equivalents 250.9 186.4
------------------------------------- -------------------------------------
Cash and cash equivalents at 126.8 -
beginning of period
Effect of exchange rate
fluctuations 3.8 17.6
------------------------------------- -------------------------------------
Cash and cash equivalents at end
of period 381.5 204.0
===================================== =====================================
Cash and cash equivalents comprise cash at bank of EUR842.6m
less bank overdrafts of EUR461.1m (2014: cash at bank of EUR204.4m,
bank overdrafts EURnil).
Pro Forma As Adjusted Financial Information
(In EUR millions, except per share data)
The following table reconciles Pro Forma As Adjusted financial
information for the three months ended September 30, 2015 to the
reported results of Nomad Foods for such period.
Pro Forma As Adjusted Profit and Loss (unaudited)
Three months ended September 30, 2015
Nomad Foods Pro
Nomad Foods as Forma As Adjusted
reported for the for the three
three months ended months ended
September 30, 2015 Adjustments (1) September 30, 2015
EURm EURm EURm
--------------------- ---------------- -------------------- --------------------
Net revenue 315.5 - 315.5
Cost of sales (215.1) 2.2 a) (212.9)
Gross profit 100.4 2.2 102.6
Other costs (47.1) - (47.1)
Operating profit
before exceptional
items 53.3 2.2 55.5
Exceptional items (16.9) 16.9 b) -
Operating profit
after exceptional
items 36.4 19.1 55.5
Interest income 0.6 - 0.6
Interest expense (20.6) 5.5 c) (15.1)
Foreign exchange (5.5) 5.5 d) -
Net financing
(costs)/income (25.5) 11.0 (14.5)
--------------------- ---------------- -------------------- --------------------
Profit before tax 10.9 30.1 41.0
Taxation (4.6) (5.4) e) (10.0)
Profit for the period 6.3 24.7 31.0
===================== ================ ==================== ====================
Nomad Foods Pro
Nomad Foods as Forma As Adjusted
reported for the for the three
three months ended months ended
Earnings per Share September 30, 2015 September 30, 2015
Profit for the period
in EUR millions 6.3 31.0
Weighted average
shares
outstanding(2) 170,365,312 170,365,312
-------------------- --------------------
Income per share in
EUR EUR0.04 EUR0.18
(1a) Adjustment to remove an acquisition accounting adjustment relating to cashflow hedge
accounting.
(1b) Adjustment to remove Exceptional items, which do not have a continuing impact. See table
'EBITDA and Pro Forma As Adjusted EBITDA (unaudited)
Three Months Ended September 30, 2015' for a detailed list of Exceptional Items.
(1c) Adjustments to eliminate financing costs related to the acquisition of the Iglo Group.
(1d) Adjustment to remove non-cash foreign exchange translation charges.
(1e) Adjustment to add back the tax impact of the adjustments described above and to reflect
the applicable effective tax rate.
(2) For both reported and Pro Forma As Adjusted EPS, weighted average shares outstanding includes
the Founder Preferred Shares because they are convertible into ordinary shares at the holder's
option. All shares issued in the period are weighted according to their actual issuance date.
The following table reconciles Pro Forma As Adjusted financial
information for the three months ended September 30, 2014 to the
reported results of Nomad Foods for such period:
Pro Forma As Adjusted Profit and Loss (unaudited)
Three Months Ended September 30, 2014
Nomad Foods Pro
Nomad Foods as Forma As Adjusted
reported for the Iglo Group as for the three
three months reported for the months ended
ended September three months ended September 30,
30, 2014 September 30, 2014 Adjustments (1) 2014
EURm EURm EURm EURm
-------------------- ------------------ ------------------- ------------------- --- ------------------
Net revenue - 344.6 - 344.6
Cost of sales - (221.3) - (221.3)
Gross profit - 123.3 - 123.3
Other (costs) /
income (0.1) (57.4) (0.5) a) (58.0)
Operating
profit/(loss)
before exceptional
items (0.1) 65.9 (0.5) 65.3
Exceptional items (0.2) (27.3) 27.5 b) -
Operating
profit/(loss)
after exceptional
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items (0.3) 38.6 27.0 65.3
Interest income - 0.5 - 0.5
Interest expense - (91.7) 76.5 c) (15.2)
Foreign exchange - (5.8) 5.8 d) -
Net financing
(costs) / income - (97.0) 82.3 (14.7)
Profit/(loss)
before tax (0.3) (58.4) 109.3 50.6
Taxation - (10.4) (3.8) e) (14.2)
Profit/(loss) for
the period (0.3) (68.8) 105.5 36.4
================== =================== =================== === ==================
Nomad Foods Pro
Forma As Adjusted
Nomad Foods as for the three
reported for the months ended
three months ended September 30,
Earnings per Share September 30, 2014 2014
Profit/(loss) for
the period in EUR
millions (0.3) 36.4
Weighted average
shares
outstanding(2) 51,360,165 155,463,713
------------------- ------------------
Income/(Loss) per
share in EUR (0.01) 0.23
(1a) Adjustment to add back the incremental depreciation on property, plant and equipment
fair value uplift recorded as part of purchase price accounting for the acquisition of the
Iglo Group and deduct the amortisation charged on brands that were identified as being impaired.
(1b) Adjustment to remove Exceptional items, which do not have a continuing impact. See table
'EBITDA and Pro Forma As Adjusted EBITDA (unaudited)
Three Months Ended September 30, 2014' for a detailed list of exceptional items.
(1c) Adjustments to eliminate historical Iglo Group intercompany non-cash interest and to
reduce senior debt interest in order to reflect the new debt structure and amount in place
as at June 1, 2015.
(1d) Adjustment to remove non-cash foreign exchange translation charges.
(1e) Adjustment to add back the tax impact of the adjustments described above and to reflect
the applicable effective tax rate.
(2) For both reported and Pro Forma As Adjusted EPS, weighted average shares outstanding includes
Founder Preferred Shares because they are convertible into ordinary shares at the holder's
option. Pro Forma As Adjusted weighted average shares assumes all shares issued prior to June
1, 2015 were issued on 1 April 2014. All shares issued subsequent to June 1, 2015 are weighted
according to their actual issuance date.
The following table reconciles Pro Forma As Adjusted financial
information for the nine months ended September 30, 2015 to the
reported results of Nomad Foods for such period:
Pro Forma As Adjusted Profit and Loss (unaudited)
Nine months ended September 30, 2015
Nomad Foods Pro
Nomad Foods as Nomad Foods as Iglo Group as Forma As
reported for the reported for the reported results Adjusted for
six months ended three months for the five the nine months
September 30, ended March 31, months ended May ended September
2015 2015 31, 2015 Adjustments (1) 30, 2015
EURm EURm EURm EURm EURm
----------------- ----------------- ----------------- ---------------- --- ----------------
Net revenue 418.3 - 640.3 - 1,058.6
Cost of sales (311.0) - (417.9) 29.6 a) (699.3)
Gross profit 107.3 - 222.4 29.6 359.3
Other
income/(costs) (414.9) (143.8) (109.5) 491.3 b) (176.9)
Operating
profit/(loss)
before
exceptional
items (307.6) (143.8) 112.9 520.9 182.4
Exceptional items (37.8) (0.6) (90.3) 128.7 c) -
Operating
profit/(loss)
after
exceptional
items (345.4) (144.4) 22.6 649.6 182.4
Interest income 1.5 - 2.0 - 3.5
Interest expense (27.7) - (97.3) 79.6 d) (45.4)
Foreign exchange (13.4) - (20.5) 33.9 e) -
Net financing
costs (39.6) - (115.8) 113.5 (41.9)
----------------- ----------------- ----------------- ---------------- --- ----------------
Profit/(loss)
before tax (385.0) (144.4) (93.2) 763.1 140.5
Taxation (5.3) - (39.7) 8.9 f) (36.1)
Profit/(loss) for
the period (390.3) (144.4) (132.9) 772.0 104.4
================= ================= ================= ================ === ================
Nomad Foods as reported for the Nomad Foods Pro Forma As
nine months ended September 30, Adjusted for the nine months
Earnings per Share 2015 ended September 30, 2015
Profit/(loss) for the period in EUR
millions (534.7) 104.4
Weighted average shares
outstanding(2) 103,880,353 160,468,605
-------------------------------- --------------------------------
Income/(Loss) per share in EUR (5.15) 0.65
(1a) Adjustment to add back the non-cash inventory fair value uplift recorded as part of purchase
price accounting for the acquisition of the Iglo Group.
(1b) Adjustment to add back the incremental depreciation on property, plant and equipment
fair value uplift recorded as part of purchase price accounting for the acquisition of the
Iglo Group and deduct the amortisation charged on brands that were identified as being impaired.
Also adds back the EUR492.6 million non-cash charges related to the Founder Preferred Share
Annual Dividend Amount and deduct the EUR0.4 million income from the reversal of the warrant
redemption liability.
(1c) Adjustment to remove Exceptional items, which do not have a continuing impact. See table
'EBITDA and Pro Forma As Adjusted EBITDA (unaudited)
Nine Months Ended September 30, 2015' for a detailed list of exceptional items.
(1d) Adjustments to eliminate non-cash intragroup interest, financing costs related to the
acquisition of the Iglo Group, historical Iglo Group non-cash intercompany interest and to
reduce senior debt interest in order to reflect the new debt structure and amount in place
as at June 1, 2015.
(1e) Adjustment to remove non-cash foreign exchange translation charges.
(1f) Adjustment to add back the tax impact of the adjustments described above and to reflect
the applicable effective tax rate.
(2) For both reported and Pro Forma As Adjusted EPS, weighted average shares outstanding includes
the Founder Preferred Shares because they are mandatorily convertible into ordinary shares.
Pro Forma As Adjusted weighted average shares assumes all shares issued prior to June 1, 2015
were issued on 1 April 2014. All shares issued subsequent to June 1, 2015 are weighted.
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The following table reconciles Pro Forma As Adjusted financial
information for the nine months ended September 30, 2014 to the
reported results of Nomad Foods for such period:
Pro Forma As Adjusted Profit and Loss (unaudited)
Nine Months Ended September 30, 2014
Nomad Foods Pro
Nomad Foods as Iglo Group as Forma As Adjusted
reported for the reported for the for the nine
nine months ended nine months ended months ended
September 30, 2014 September 30, 2014 Adjustments (1) September 30, 2014
EURm EURm EURm EURm
--------------------- -------------------- -------------------- -------------------- --- -------------------
Net revenue - 1,105.8 - 1,105.8
Cost of sales - (718.0) - (718.0)
Gross profit - 387.8 - 387.8
Other (costs)/income (23.0) (191.7) 21.3 a) (193.4)
Operating
profit/(loss)
before exceptional
items (23.0) 196.1 21.3 194.4
Exceptional items (0.2) (38.7) 38.9 b) -
Operating
profit/(loss) after
exceptional items (23.2) 157.4 60.2 194.4
Interest income - 3.9 - 3.9
Interest expense - (219.4) 174.0 c) (45.4)
Foreign exchange 0.1 (15.5) 15.4 d) -
Net financing costs 0.1 (231.0) 189.4 (41.5)
Profit/(loss) before
tax (23.1) (73.6) 249.6 152.9
Taxation - (35.7) (6.0) e) (41.7)
Profit/(loss) for
the period (23.1) (109.3) 243.6 111.2
==================== ==================== ==================== === ===================
Nomad Foods Pro
Nomad Foods as Forma As Adjusted
reported for the for the nine
nine months ended months ended
Earnings per Share September 30, 2014 September 30, 2014
Profit/(loss) for
the period in EUR
millions (23.1) 111.2
Weighted average
shares
outstanding(2) 46,209,891 155,463,713
-------------------- -------------------
Income/(Loss) per
share in EUR (0.50) 0.72
(1a) Adjustment to add back the incremental depreciation on property, plant and equipment
fair value uplift recorded as part of purchase price accounting for the acquisition of the
Iglo Group and deduct the amortisation charged on brands that were identified as being impaired
and add back the non-cash charges related to the Founder Preferred Share Annual Dividend Amount.
The Company intends to settle the Founder Preferred Shares Annual Dividend Amount with equity
and therefore the liability has been classified as part of equity as of June 1, 2015 and accordingly
no further revaluations are expected.
(1b) Adjustment to remove Exceptional items, which do not have a continuing impact. See table
'EBITDA and Pro Forma As Adjusted EBITDA (unaudited)
Nine Months Ended September 30, 2014' for a detailed list of exceptional items.
(1c) Adjustments to eliminate historical Iglo Group intercompany non-cash interest and to
reduce senior debt interest in order to reflect the new debt structure and amount in place
as at June 1, 2015.
(1d) Adjustment to remove non-cash foreign exchange translation charges.
(1e) Adjustment to add back the tax impact of the adjustments described above and to reflect
the applicable effective tax rate.
(2) For both reported and Pro Forma As Adjusted EPS, weighted average shares outstanding includes
the Founder Preferred Shares because they are mandatorily convertible into ordinary shares.
Pro Forma As Adjusted weighted average shares assumes all shares issued prior to June 1, 2015
were issued on 1 April 2014. All shares issued subsequent to June 1, 2015 are weighted.
The following table reconciles EBITDA and Pro Forma As Adjusted
EBITDA for the three months ended September 30, 2015 to the
reported results of Nomad Foods for such period:
EBITDA and Pro Forma As Adjusted EBITDA (unaudited)
Three Months Ended September 30, 2015
Nomad Foods Pro Forma As
Nomad Foods as reported for Adjusted for the three
the three months ended months ended September 30,
September 30, 2015 Adjustments (1) 2015
EURm EURm EURm
----------------------------- ---------------- --- -----------------------------
Profit before tax 10.9 30.1 a) 41.0
Net interest 25.5 (11.0) b) 14.5
Depreciation 7.8 - 7.8
Amortization 0.3 - 0.3
----------------------------- ---------------- --- -----------------------------
EBITDA 44.5 19.1 63.6
Exceptional items: -
Transactions related costs 8.5 (8.5) c) -
Costs related to management
incentive plans 1.5 (1.5) d) -
Investigation of strategic
opportunities and other
items 2.7 (2.7) e) -
Cisterna fire net costs 0.6 (0.6) f) -
Other restructuring costs 3.6 (3.6) g) -
Adjusted EBITDA 61.4 2.2 63.6
============================= ================ === =============================
(1a) Includes adjustments for transaction-related items associated with Nomad Foods acquisition
of the Iglo Group on June 1, 2015, adjustments to reflect the capital structure of the business
as at September 30, 2015 and adjustments to eliminate other exceptional items. See table 'Pro
Forma As Adjusted Profit and Loss (unaudited) Three months ended September 30, 2015' for a
detailed list of adjustments other than as described below.
(1b) Add back of adjustments to eliminate non-cash foreign exchange movements and non-recurring
elements of the interest charge for the period.
(1c) Transaction related costs include costs incurred relating to the acquisitions of the
Iglo Group and the Findus Group's Continental European business and costs incurred in preparation
for listing on the US stock exchange.
(1d) Costs incurred in relation to management incentive plans that are considered exceptional.
(1e) Costs incurred in relation to investigation of strategic opportunities. For example,
net ongoing costs incurred as a result of the Group's decision to cease marketing its products
in Romania, Slovakia and Turkey, as well as exit costs for Russia, where closure was announced
in September 2015.
(1f) Ongoing incremental costs incurred as a result of an August 2014 fire in the Group's
Italian production facility, excluding prospective insurance policy claims.
(1g) Costs relating to planned restructuring activities in the German factories.
The following table reconciles EBITDA and Pro Forma As Adjusted
EBITDA for the three months ended September 30, 2014 to the
reported results of Nomad Foods for such period:
EBITDA and Pro Forma As Adjusted EBITDA (unaudited)
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Three Months Ended September 30, 2014
Nomad Foods as Iglo Group as Nomad Foods Pro Forma
reported for the reported for the As Adjusted for the
three months ended three months ended three months ended
September 30, 2014 September 30, 2014 Adjustments (1) September 30, 2014
EURm EURm EURm EURm
---------------------- ---------------------- ---------------- --- ----------------------
Profit/(Loss) before
tax (0.3) (58.4) 109.3 a) 50.6
Net interest - 97.0 (82.3) b) 14.7
Depreciation - 6.4 0.8 c) 7.2
Amortization - 1.4 (0.3) c) 1.1
---------------------- ---------------------- ---------------- --- ----------------------
EBITDA (0.3) 46.4 27.5 73.6
Exceptional items:
Transactions related
costs 0.2 0.3 (0.5) d) -
Costs related to
management incentive
plans - 3.5 (3.5) e) -
Investigation of
strategic
opportunities and
other items - 6.2 (6.2) f) -
Cisterna fire net
costs - 7.4 (7.4) g) -
Other restructuring
costs - 9.9 (9.9) h) -
Adjusted EBITDA (0.1) 73.7 - 73.6
====================== ====================== ================ === ======================
(1a) Includes adjustments for non-cash charges related to the Founder Preferred Shares Annual
Dividend Amount, pro forma transaction-related items associated with Nomad Foods acquisition
of the Iglo Group on June 1, 2015, adjustments to reflect the capital structure of the business
as at September 30, 2015 and adjustments to eliminate other exceptional items. See table 'Pro
Forma As Adjusted Profit and Loss (unaudited) Three months ended September 30, 2014' for a
detailed list of adjustments other than as described below.
(1b) Add back of adjustments described below to eliminate non-cash foreign exchange movements,
adjustments to reflect the capital structure of the business as at September 30, 2015 and
add back non-recurring elements of the interest charge for the period.
(1c) Adjustment to add back the incremental depreciation on property, plant and equipment
fair value uplift recorded as part of purchase price accounting for the acquisition of the
Iglo Group and deduct the amortisation charged on brands that were identified as being impaired.
(1d) Transaction related costs include costs incurred relating to potential future acquisitions
and ongoing costs within the Iglo Group resulting from the acquisition of Findus Italy.
(1e) Costs incurred in relation to management incentive plans that are considered exceptional.
(1f) Costs incurred in relation to investigation of strategic opportunities.
(1g) Ongoing incremental costs incurred as a result of an August 2014 fire in the Group's
Italian production facility, excluding prospective insurance policy claims.
(1h) Costs relating to planned restructuring activities in the German factories.
The following table reconciles EBITDA and Pro Forma As Adjusted
EBITDA for the nine months ended September 30, 2015 to the reported
results of Nomad Foods for such period:
EBITDA and Pro Forma As Adjusted EBITDA (unaudited)
Nine Months Ended September 30, 2015
Nomad Foods Pro
Nomad Foods as Nomad Foods as Iglo Group as Forma As
reported for reported for the reported for the Adjusted for
the six months three months five months the nine months
ended September ended March 31, ended May 31, ended September
30, 2015 2015 2015 Adjustments (1) 30, 2015
EURm EURm EURm EURm EURm
---------------- ----------------- ----------------- ---------------- --- ----------------
Profit/(Loss)
before tax (385.0) (144.4) (93.2) 763.1 a) 140.5
Net interest 39.6 - 115.8 (113.5) b) 41.9
Depreciation 10.3 - 11.3 1.3 c) 22.9
Amortization 0.5 - 1.2 (0.5) c) 1.2
---------------- ----------------- ----------------- ---------------- --- ----------------
EBITDA (334.6) (144.4) 35.1 650.4 206.5
Transactions
related costs 29.4 0.6 3.8 (33.8) d) -
Purchase price
adjustment to
intangible
assets - - 61.0 (61.0) e) -
Costs related to
management
incentive plans 1.5 - 22.9 (24.4) f) -
Investigation of
strategic
opportunities
and other items 2.7 - 1.3 (4.0) g) -
Cisterna fire net
costs 0.6 - 1.3 (1.9) h) -
Other
restructuring
costs 3.6 - - (3.6) i) -
Adjusted EBITDA (296.8) (143.8) 125.4 521.7 206.5
================ ================= ================= ================ === ================
(1a) Includes adjustments for non-cash charges related to the Founder Preferred Share Annual
Dividend Amount, transaction-related items associated with Nomad Foods acquisition of the
Iglo Group on June 1, 2015, adjustments to reflect the capital structure of the business as
at September 30, 2015 and adjustments to eliminate other exceptional items. See table 'Pro
Forma As Adjusted Profit and Loss (unaudited) Nine months ended September 30, 2015' for a
detailed list of adjustments other than as described below.
(1b) Add back of adjustments to eliminate non-cash foreign exchange movements, adjustments
to reflect the capital structure of the business as at September 30, 2015 and add back non-recurring
elements of the interest charge for the period.
(1c) Adjustment to add back the incremental depreciation on property, plant and equipment
fair value uplift recorded as part of purchase price accounting for the acquisition of the
Iglo Group and deduct the amortisation charged on brands that were identified as being impaired.
(1d) Transaction related costs include costs incurred relating to the acquisitions of the
Iglo Group and the Findus Group's Continental European business and costs incurred in preparation
for listing on the US stock exchange, as well as ongoing costs within the Iglo Group resulting
from the acquisition of Findus Italy.
(1e) Elimination of impairments to the Findus Italy brand and certain items of property, plant
and equipment, identified as part of the purchase price exercise on the acquisition of the
Iglo Group. At the Nomad Foods level, these adjustments are recognised within goodwill, but
at the Iglo Group level they are reported within profit and loss.
(1f) Costs incurred in relation to management incentive plans that are considered exceptional.
(1g) Costs incurred in relation to investigation of strategic opportunities. For example net
ongoing costs incurred as a result of the Group's decision to cease marketing its products
in Romania, Slovakia and Turkey, as well as exit costs for Russia, where closure was announced
in September 2015.
(1h) Ongoing incremental costs incurred as a result of an August 2014 fire in the Group's
Italian production facility, excluding prospective insurance policy claims.
(1i) Costs relating to planned restructuring activities in the German factories.
The following table reconciles EBITDA and Pro Forma As Adjusted
EBITDA for the nine months ended September 30, 2014 to the reported
results of Nomad Foods for such period:
EBITDA and Pro Forma As Adjusted EBITDA (unaudited)
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Nine Months Ended September 30, 2014
Nomad Foods as Iglo Group as Nomad Foods Pro Forma
reported for the nine reported for the nine As Adjusted for the
months ended months ended nine months ended
September 30, 2014 September 30, 2014 Adjustments (1) September 30, 2014
EURm EURm EURm EURm
---------------------- ---------------------- ---------------- --- ----------------------
Profit/(Loss) before
tax (23.1) (73.6) 249.6 a) 152.9
Net interest (0.1) 231.0 (189.4) b) 41.5
Depreciation - 18.4 2.3 c) 20.7
Amortization - 3.8 (0.8) c) 3.0
---------------------- ---------------------- ---------------- --- ----------------------
EBITDA (23.2) 179.6 61.7 218.1
Transactions related
costs 0.2 0.3 (0.5) d) -
Costs related to
management incentive
plans - 10.6 (10.6) e) -
Investigation of
strategic
opportunities and
other items - 9.4 (9.4) f) -
Cisterna fire net
costs - 7.4 (7.4) g) -
Other restructuring
costs - 11.0 (11.0) h) -
Adjusted EBITDA (23.0) 218.3 22.8 218.1
====================== ====================== ================ === ======================
(1a) Includes adjustments for non-cash charges related to the Founder Preferred Share Annual
Dividend Amount, pro forma transaction-related items associated with Nomad Foods acquisition
of the Iglo Group on June 1, 2015, adjustments to reflect the capital structure of the business
as at September 30, 2015 and adjustments to eliminate other exceptional items. See table 'Pro
Forma As Adjusted Profit and Loss (unaudited) Nine months ended September 30, 2014' for a
detailed list of adjustments other than as described below.
(1b) Add back of adjustments to eliminate non-cash foreign exchange movements, adjustments
to reflect the capital structure of the business as at September 30, 2015 and add back non-recurring
elements of the interest charge for the period.
(1c) Adjustment to add back the incremental depreciation on property, plant and equipment
fair value uplift recorded as part of purchase price accounting for the acquisition of the
Iglo Group and deduct the amortisation charged on brands that were identified as being impaired.
(1d) Transaction related costs include costs incurred relating to potential future acquisitions
and ongoing costs within the Iglo Group resulting from the acquisition of Findus Italy.
(1e) Costs incurred in relation to management incentive plans that are considered exceptional.
(1f) Costs incurred in relation to investigation of strategic opportunities.
(1g) Ongoing incremental costs incurred as a result of an August 2014 fire in the Group's
Italian production facility, excluding prospective insurance policy claims.
(1h) Costs relating to planned restructuring activities in the German factories.
Additional Performance Measures
In assessing the performance of the business Nomad Foods
additionally use measures calculated based on performance for
latest twelve month period ("LTM"). Nomad Foods is presenting Pro
Forma As Adjusted financial information for the combined results of
Nomad Foods and the Iglo Group for the twelve months ended
September 30, 2015. Pro Forma As Adjusted financial information for
the twelve months ended September 30, 2015 includes the reported
results of Nomad Foods for such period (which include the reported
results of the Iglo Group from June 1, 2015) and have had the
reported results of the Iglo Group for the eight months ended May
31, 2015 added to them. For comparative purposes, the Iglo Group's
reported results have been added to the reported results of Nomad
Foods for the twelve months ended September 30, 2014. The pro forma
results for both periods have been further adjusted for exceptional
items in addition to transaction-related items associated with
Nomad Foods' acquisition of the Iglo Group on June 1, 2015.
Twelve Months Ended September 30, 2015
Nomad Foods
Nomad Foods Nomad Foods Pro Forma As
as reported as reported Iglo Group as Adjusted for
for the six for the six reported for the twelve
months ended months ended the eight months ended
September March 31, months ended Adjustments September 30,
30, 2015 2015 May 31, 2015 (1) 2015
EURm EURm EURm EURm EURm
------------- ------------- -------------- ------------- --- --------------
Profit/(Loss)
for the
period (390.3) (144.4) (132.7) 825.5 a) 158.1
Tax 5.3 - 45.8 (2.3) b) 48.8
------------- ------------- -------------- ------------- --- --------------
Profit/(Loss)
before tax (385.0) (144.4) (86.9) 823.2 206.9
Net interest 39.6 - 175.0 (160.3) c) 54.3
Depreciation 10.3 - 17.7 2.0 d) 30.0
Amortization 0.5 - 3.0 (0.7) d) 2.8
------------- ------------- -------------- ------------- --- --------------
EBITDA (334.6) (144.4) 108.8 664.2 294.0
Transactions
related costs 29.4 0.5 5.2 (35.1) e) -
Purchase price
adjustment to
intangible
assets - - 61.0 (61.0) f) -
Costs related
to management
incentive
plans 1.5 - 29.0 (30.5) g) -
Investigation
of strategic
opportunities
and other
items 2.7 - 3.5 (6.2) h) -
Cisterna fire
net costs 0.6 - (0.6) - i) -
Other
restructuring
costs 3.6 - 6.4 (10.0) j) -
Adjusted
EBITDA (296.8) (143.9) 213.3 521.4 294.0
============= ============= ============== ============= === ==============
Working
capital
movement (12.5) 0.3 12.4 - 0.2
Pensions and
other cash
flows (0.6) - (5.3) - (5.9)
Capital
Expenditure (7.7) - (21.3) - (29.0)
------------- ------------- -------------- ------------- --- --------------
Adjusted
operating
cashflow
before tax (317.6) (143.6) 199.1 521.4 259.3
============= ============= ============== ============= === ==============
Nomad Foods as reported for the Nomad Foods Pro Forma As Adjusted
twelve months ended September 30, for the twelve months ended
2015 September 30, 2015
Profit/(loss) for the period in EUR
millions (534.7) 158.1
Weighted average shares
outstanding(2) 90,268,559 159,203,632
---------------------------------- ----------------------------------
Income/(Loss) per share in EUR (EUR5.92) EUR0.99
================================== ==================================
Adjusted operating cashflow before
tax (461.3) 259.3
Adjusted EBITDA (440.7) 294.0
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---------------------------------- ----------------------------------
LTM cash conversion rate 104.7% 88.2%
================================== ==================================
Net debt(3) 801.6 801.6
Adjusted EBITDA (440.7) 294.0
LTM net leverage ratio (1.8x) 2.7x
================================== ==================================
(1a) Includes adjustments for non-cash charges related to the Founder Preferred Shares Annual
Dividend Amount, transaction-related items associated with Nomad Foods acquisition of the
Iglo Group on June 1, 2015, adjustments to reflect the capital structure of the business as
at September 30, 2015, adjustments to eliminate other exceptional items and tax adjustments
thereon.
(1b) Tax adjustments on the adjustments noted in item (1a) are added back.
(1c) Add back of adjustments to eliminate non-cash foreign exchange movements, adjustments
to reflect the capital structure of the business as at September 30, 2015 and add back non-recurring
elements of the interest charge for the period.
(1d) Adjustment to add back the incremental depreciation on property, plant and equipment
fair value uplift recorded as part of purchase price accounting for the acquisition of the
Iglo Group and deduct the amortisation charged on brands that were identified as being impaired.
(1e) Transaction related costs include costs incurred relating to the acquisitions of the
Iglo Group and the Findus Group's Continental European business and costs incurred in preparation
for listing on the US stock exchange, as well as ongoing costs within the Iglo Group resulting
from the acquisition of Findus Italy.
(1f) Elimination of impairments to the Findus Italy brand and certain items of property plant
and equipment, identified as part of the purchase price exercise on the acquisition of the
Iglo Group. At the Nomad Foods level, these adjustments are recognised within goodwill, but
at the Iglo Group level they are reported within profit and loss.
(1g) Costs incurred in relation to management incentive plans that are considered exceptional.
(1h) Costs incurred in relation to investigation of strategic opportunities. For example net
ongoing costs incurred as a result of the Group's decision to cease marketing its products
in Romania, Slovakia and Turkey, as well as exit costs for Russia, where closure was announced
in September 2015.
(1i) Ongoing incremental costs incurred as a result of an August 2014 fire in the Group's
Italian production facility, excluding prospective insurance policy claims.
(1j) Costs relating to planned restructuring activities in the German factories.
(2) For both reported and Pro Forma As Adjusted EPS, weighted average shares outstanding includes
the Founder Preferred Shares because they are mandatorily convertible into ordinary shares.
Pro Forma As Adjusted weighted average shares assumes all shares issued prior to June 1, 2015
were issued on 1 April 2014. All shares issued subsequent to June 1, 2015 are weighted.
(3) Net debt includes cash at bank of EUR842.6 million less bank overdrafts of EUR461.1 million
and external debt of EUR1,183.1 million. This figure includes the net proceeds from the July
2015 equity offering.
Twelve Months Ended September 30, 2014
Nomad Foods Pro Forma As
Limited Pro Forma Iglo Group results Adjusted for the
for the twelve for the twelve twelve months
months ended months ended ended September
September 30, 2014 September 30, 2014 Adjustments (1) 30, 2014
EURm EURm EURm EURm
------------------- ------------------- ---------------- --- -------------------
Profit/(Loss) for
the period (23.1) (140.7) 318.9 a) 155.1
Tax - 25.8 28.2 b) 54.0
------------------- ------------------- ---------------- --- -------------------
Profit/(Loss) before
tax (23.1) (114.9) 347.1 209.1
Net interest (0.1) 295.4 (240.8) c) 54.5
Depreciation - 24.6 3.0 d) 27.6
Amortization - 5.0 (1.1) d) 3.9
------------------- ------------------- ---------------- --- -------------------
EBITDA (23.2) 210.1 108.2 295.1
-
Transactions related
costs 0.2 0.3 (0.5) e) -
Impairment of
goodwill - 27.4 (27.4) f) -
Costs related to
management
incentive plans - 16.8 (16.8) g) -
Investigation of
strategic
opportunities and
other items - 15.1 (15.1) h) -
Cisterna fire net
costs - 7.4 (7.4) i) -
Other restructuring
costs - 18.3 (18.3) j) -
Adjusted EBITDA (23.0) 295.4 22.7 295.1
=================== =================== ================ === ===================
Working capital
movement 0.1 25.8 - 25.9
Pensions and other
cash flows - (1.1) - (1.1)
Capital Expenditure - (26.2) - (26.2)
------------------- ------------------- ---------------- --- -------------------
Adjusted operating
cashflow before tax (22.9) 293.9 22.7 293.7
=================== =================== ================ === ===================
Nomad Foods as reported for the Nomad Foods Pro Forma As Adjusted
twelve months ended September 30, for the twelve months ended
2014 September 30, 2014
Earnings per Share
Profit/(loss) for the period in EUR
millions (23.1) 155.1
Weighted average shares
outstanding(2) 46,209,891 155,463,713
---------------------------------- ----------------------------------
(Loss)/Income per share in EUR (0.50) 1.00
================================== ==================================
Adjusted operating cashflow before
tax (22.9) 293.7
Adjusted EBITDA (23.0) 295.1
---------------------------------- ----------------------------------
LTM cash conversion rate (99.6%) 99.5%
================================== ==================================
Net debt(3) (204.0) 1,283.3
Adjusted EBITDA for the period (23.0) 295.1
---------------------------------- ----------------------------------
LTM net leverage ratio 8.9x 4.3x
================================== ==================================
(1a) Includes adjustments for non-cash charges related to the Founder Preferred Shares Annual
Dividend Amount, pro forma transaction-related items associated with Nomad Foods acquisition
of the Iglo Group on June 1, 2015, adjustments to reflect the capital structure of the business
as at September 30, 2015, adjustments to eliminate other exceptional items and tax adjustments
thereon.
(1b) Tax adjustments on the adjustments noted in item (1a) are added back.
(1c) Add back of adjustments to eliminate non-cash foreign exchange movements, adjustments
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