TORTOLA, British Virgin
Islands, Aug. 27, 2015 /PRNewswire/ -- Nomad Foods
Limited ("Nomad Foods" or the "Company") (LSE: NHL), today issues
the following trading update for the period ended 30 June 2015.
Nomad Foods Limited acquired the Iglo Foods Group "Iglo Group"
on 1 June 2015 for approximately
€2.6bn. As such, pro forma as adjusted and reported information is
being commented on below for the 6 month period ended 30 June
2015. This information does not reflect the Company's results
for the half yearly period ending on 30
September 2015.
Reported Results Highlights:
- €536m loss after tax in six months to 30
June 2015 primarily resulting from a non-cash founder shares
valuation charge (€493m), purchase accounting adjustments (€26m)
and costs associated with the acquisition of the Iglo Group
(€22m).
- Net leverage ratio as at 30 June
2015 was 3.5x following the implementation of the new
capital structure associated with the acquisition of the Iglo
Group. The net leverage ratio excludes the $320 million (gross) of equity raised in
July 2015.
Pro Forma As Adjusted Results Highlights:
Pro Forma As Adjusted results include actual Nomad Foods'
results for the 6 months ended 30 June
2015 (which already include June
2015 results for the Iglo Group) and from 1 April 2014 through 30
June 2014 (Nomad Foods only being incorporated on 1 April
2014). The Iglo Group results have been added for pro forma
purposes for the five months ended 31 May
2015 and for the 6 months ended 30
June 2014. Results have been adjusted for exceptional items
in addition to transaction-related items associated with Nomad
Foods acquisition of the Iglo Group on 1
June 2015.
- Net Revenue decline year-on-year was (2.4)%. Excluding the
impact from currency exchange, the exit from Romania, Slovakia and Turkey and 1 less trading day year-on-year
like-for-like Net Revenue decline was (4.9)%.
- Gross margin was broadly flat despite higher promotional
investment.
- Six months to June 2015 pro forma
As Adjusted EBITDA was €142.9m, (1.1)% down year-on-year but pro
forma As Adjusted EBITDA margin increased 0.2% due to lower
advertising and promotion spend (compared to significant one-time
strategic launch activity in the comparable period) and FX benefit
on translation of sterling profits.
- Pro forma As Adjusted EPS is €0.49 for six months to
June 2015 and €0.50 for the
comparable period.
- Adjusted cash conversion ratio high at 87%.
Acquisition Highlights and Recent Developments
On 14 July 2015, Nomad
Foods completed the private placement of a total of 15,445,346
new ordinary shares of no par value raising gross proceeds of
approximately US$320 million before
expenses. The shares were issued at a price of US$20.75 per share. The proceeds are
intended for general purposes including potential future
acquisitions.
On 13 August 2015, Nomad Foods
entered into an option agreement with LionGem Sweden 1 AB ('the
seller') under which Nomad Foods or one of its subsidiaries shall
be obliged, at the option of the seller, to acquire Findus Sverige
AB and its subsidiaries for approximately £500 million. Through
this transaction, Nomad Foods will acquire Findus Group's
businesses in Sweden, Norway, Finland, Denmark, France, Spain
and Belgium. These operations
include the intellectual property and commercialisation rights to
the Findus, Lutosa and La Cocinera brands in the respective
markets.
Management Comments on Results
Stéfan Descheemaeker, Nomad Foods' Chief Executive Officer,
stated, "Overall, results were in line with our expectations at the
time of the acquisition, taking into account the difficult retail
environment in Iglo Group's core geographies. In response to market
conditions, we have selectively increased promotion levels to
remain relevant to value-seeking consumers whilst maintaining
profitability and cash generation through rigorous control of the
cost base. We have also continued to rejuvenate our portfolio via
the launch of the Breakfast Platform in Italy and the Wholegrain Platform across all
major markets. As we look to the future, we believe Nomad is well
positioned to take advantage of numerous growth opportunities
across Western Europe and
globally, not only within the frozen food category, but also within
the broader packaged food space."
Noam Gottesman, Nomad Foods'
Co-Chairman and Founder, commented, "Stéfan and his team have
created a strong platform to lead the consolidation in the
fragmented global food sector. The Iglo acquisition is
performing as expected and we are excited about other potential
acquisitions opportunities that meet our criteria of being market
leaders in niche markets and having a long history of strong free
cash flow generation. As an example, we recently entered into an
agreement to acquire Findus, one of Europe's largest frozen food and seafood
companies with leading brands in the Nordic region as well as
Southern Europe. We remain
dedicated to improving the operational efficiencies within our
existing businesses which will lead to superior long-term value for
shareholders. The momentum we have achieved thus far in 2015 have
us well positioned to achieve meaningful long-term growth both
organically as well as through prudent and complementary M&A
opportunities."
Pro forma financial information
Pro forma As Adjusted financial information for Nomad Foods
Limited is presented for the combined results of Nomad Foods
Limited and the Iglo Group. All pro forma information is
unaudited.
The Group has adjusted the financial information in order to
provide meaningful pro forma results which includes the trading
history of the Iglo Group and eliminates one-off impacts.
The pro forma information has not been prepared in accordance
with the guidance and requirements of either Annex II of the PD
Regulation or Article 11 of Regulation S-X and therefore may not be
comparable to pro forma information prepared in accordance with
those standards.
|
Pro forma As
Adjusted Profit and Loss (unaudited)
|
|
Six Months Ended
30 June 2015
|
|
Nomad Foods
Limited for
the three
months ended
30 June
2015(1)
|
Nomad Foods
Limited for
the three
months ended
31 March
2015(2)
|
Iglo Group
results for the
five months
ended 31 May
2015(3)
|
Adjustments(4)
|
|
Pro forma
As Adjusted
for the six months
ended 30 June
2015
|
|
|
all figures in
€m
|
€m
|
€m
|
€m
|
€m
|
|
€m
|
|
|
Net
Revenue
|
102.8
|
-
|
640.3
|
-
|
|
743.1
|
|
|
Cost of
sales
|
(94.5)
|
-
|
(417.9)
|
25.4
|
a)
|
(487.0)
|
|
|
Gross
profit
|
8.3
|
-
|
222.4
|
25.4
|
|
256.1
|
|
|
Other
costs/income
|
(367.5)
|
(143.8)
|
(109.5)
|
492.1
|
b)
|
(128.7)
|
|
|
Operating profit
before exceptional items
|
(359.2)
|
(143.8)
|
112.9
|
517.5
|
|
127.4
|
|
|
Exceptional
items
|
(20.9)
|
(0.6)
|
(84.3)
|
105.8
|
c)
|
-
|
|
|
Operating profit
after exceptional items
|
(380.1)
|
(144.4)
|
28.6
|
623.3
|
|
127.4
|
|
|
Interest
income
|
10.2
|
-
|
2.0
|
(9.3)
|
d)
|
2.9
|
|
|
Interest expense and
other
|
(16.6)
|
-
|
(97.2)
|
84.5
|
d)
|
(29.3)
|
|
|
Foreign
exchange
|
(4.5)
|
-
|
(20.5)
|
25.0
|
e)
|
-
|
|
|
Net Financing
Costs
|
(10.9)
|
-
|
(115.7)
|
100.2
|
|
(26.4)
|
|
|
Group
Profit/(Loss) before tax
|
(391.0)
|
(144.4)
|
(87.1)
|
723.5
|
|
101.0
|
|
|
Taxation
|
(0.7)
|
-
|
(40.9)
|
17.2
|
f)
|
(24.4)
|
|
|
Profit/(Loss) for
the period
|
(391.7)
|
(144.4)
|
(128.0)
|
740.8
|
|
76.7
|
|
|
|
|
|
|
|
|
|
|
Earnings per
Share
|
|
|
|
Nomad Foods
Limited for the
six months
ended 30 June
2015(1)
|
|
Pro forma
As Adjusted for
the six months
ended 30 June
2015
|
|
Profit/(loss) for the
year
|
|
|
|
(€ 536.1)
|
|
€ 76.7
|
|
|
|
|
|
|
|
|
|
Weighted Average
Shares Outstanding(5)
|
|
|
|
69,980,337
|
|
155,491,474
|
|
Income/(Loss) per
share
|
|
|
|
(€ 7.66)
|
|
€ 0.49
|
|
|
|
|
|
|
|
|
|
(1) Actual results
for Nomad Foods Limited for the three months ended 30 June 2015
(i.e., 3 months of Nomad Foods Limited and 1 month of Iglo
Group)
|
|
(2) Actual results
for Nomad Foods Limited for the three months ended 31 March 2015
(i.e. pre-acquisition)
|
|
(3) Actual results
for Iglo Group for the period from 1 January 2015 through 31 May
2015
|
|
(4a) Adjustment to
add back the non-cash inventory fair value uplift recorded as part
of purchase price accounting in June 2015
|
|
(4b) Pro forma
adjustment to add back the non-cash charge related to the fair
value of founder preferred share dividends and deduct the income
from
the reversal of the warrant redemption liability. The Company
intends to settle the founder preferred dividends with equity and
therefore the liability
has been classified as part of equity as of 1 June 2015 and
accordingly no further revaluations are expected. There are
no longer any warrants
outstanding as they were exercised and accelerated in conjunction
with the acquisition of Iglo Group
|
|
(4c) Pro forma
adjustment to remove Exceptional items which do not have a
continuing impact (see page 5)
|
|
(4d) Pro forma
adjustments to eliminate non-cash intragroup interest, 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 1 June 2015
|
|
(4e) Pro forma
adjustment to remove non-cash foreign exchange translation
charges
|
|
(4f) Pro forma
adjustment to add back the tax impact of the adjustments described
above Group profit/loss before income taxes and to reflect
applicable
effective tax rate and the resulting pro forma as adjusted Group
profit/loss before taxes
|
|
(5) For both actual
and pro forma EPS, weighted average shares outstanding includes
Founder Preferred Shares because they are convertible into ordinary
shares at the holder's option. Pro forma weighted average shares
assumes all shares issued prior to 1 June 2015 were issued on 1
April 2014. All shares issued subsequent to 1 June 2015 are
weighted according to their actual issuance date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma As
Adjusted Profit and Loss (unaudited)
|
|
Six Months Ended
30 June 2014
|
|
|
|
|
|
|
Nomad Foods
Limited for the six
months ended 30
June 2014
|
Iglo Group
results
for the six months
ended 30 June
2014
|
Adjustments(1)
|
|
Pro forma As
Adjusted for
the six months
ended 30 June 2014
|
|
all figures in
€m
|
€m
|
€m
|
€m
|
|
€m
|
|
Net
Revenue
|
-
|
761.2
|
-
|
|
761.2
|
|
Cost of
sales
|
-
|
(496.7)
|
(0.6)
|
a)
|
(497.3)
|
|
Gross
profit
|
-
|
264.5
|
(0.6)
|
|
263.9
|
|
Other
costs/income
|
(22.5)
|
(134.3)
|
22.4
|
b)
|
(134.4)
|
|
Operating profit
before exceptional items
|
(22.5)
|
130.2
|
21.8
|
|
129.5
|
|
Exceptional
items
|
-
|
(11.4)
|
11.4
|
c)
|
-
|
|
Operating profit
after exceptional items
|
(22.5)
|
118.8
|
33.2
|
|
129.5
|
|
Interest
income
|
-
|
3.4
|
-
|
|
3.4
|
|
Interest expense and
other
|
-
|
(127.7)
|
98.4
|
d)
|
(29.3)
|
|
Foreign
exchange
|
-
|
(9.7)
|
9.7
|
e)
|
-
|
|
Net Financing
Costs
|
-
|
(134.0)
|
108.1
|
|
(25.9)
|
|
Group
Profit/(Loss) before tax
|
(22.5)
|
(15.2)
|
141.3
|
|
103.6
|
|
Taxation
|
-
|
(25.3)
|
(1.0)
|
f)
|
(26.3)
|
|
Profit/(Loss) for
the period
|
(22.5)
|
(40.5)
|
140.3
|
|
77.3
|
|
|
|
|
|
|
|
Earnings per
Share
|
|
|
Nomad Foods
Limited for the six
months ended 30
June 2014
|
|
Pro forma As
Adjusted for
the six months
ended 30 June 2014
|
|
Profit/(loss) for the
year
|
|
|
(€ 22.5)
|
|
€ 77.3
|
|
|
|
|
|
|
|
Weighted Average
Shares Outstanding(2)
|
|
|
42,310,001
|
|
155,463,713
|
|
Income/(Loss) per
share
|
|
|
(€ 0.53)
|
|
€ 0.50
|
|
|
|
|
|
|
|
(1a) Adjustments to
include the incremental depreciation on property plant and
equipment fair value uplift recorded as part of purchase price
accounting
|
|
(1b) Pro forma
adjustment to add back the non-cash charge related to the fair
value of founder preferred share dividends. The Company intends to
settle
the founder preferred dividends with equity and therefore the
liability has been classified as part of equity as of 1 June 2015
and accordingly no further
revaluations are expected
|
|
(1c) Pro forma
adjustment to remove Exceptional items which do not have a
continuing impact (see page 5)
|
|
(1d) Pro forma
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 1 June 2015
|
|
(1e) Pro forma
adjustment to remove non-cash foreign exchange translation
charges
|
|
(1f) Pro forma
adjustment to add back the tax impact of the adjustments described
above Group profit/loss before income taxes and to reflect
applicable
effective tax rate and the resulting pro forma as adjusted Group
profit/loss before taxes
|
|
(2) For both actual
and pro forma EPS, weighted average shares outstanding includes
Founder Preferred Shares because they are convertible into
ordinary shares at the holder's option. Pro forma weighted average
shares assumes all shares issued prior to 1 June 2015 were issued
on 1 April 2014.
All shares issued subsequent to 1 June 2015 are weighted according
to their actual issuance date.
|
|
|
|
|
|
|
|
EBITDA and
Adjusted EBITDA (unaudited)
|
|
Six Months Ended
30 June 2015
|
|
Nomad Foods
Limited for
the three
months ended
30 June 2015
|
Nomad Foods
Limited for
the three
months ended
31 March
2015
|
Iglo Group
results for the
five months
ended 31 May
2015
|
Adjustments
|
|
Pro forma
As Adjusted
for the six months
ended 30 June
2015
|
|
|
all figures
in €m
|
€m
|
€m
|
€m
|
€m
|
|
€m
|
|
|
Group
Profit/(Loss) before tax
|
(€ 391.0)
|
(€ 144.4)
|
(€ 87.1)
|
€ 723.5
|
|
€ 101.0
|
|
|
Interest
|
10.9
|
-
|
115.7
|
(100.2)
|
|
26.4
|
|
|
Depreciation
|
2.1
|
-
|
11.3
|
0.6
|
|
14.0
|
|
|
Amortization
|
0.3
|
-
|
1.2
|
-
|
|
1.5
|
|
|
EBITDA
|
(€ 377.7)
|
(€ 144.4)
|
€ 41.1
|
€ 623.9
|
|
€ 142.9
|
|
|
Exceptional
items
|
20.9
|
0.6
|
84.3
|
(105.8)
|
|
-
|
|
|
Transaction related
costs
|
20.9
|
0.6
|
3.8
|
(25.3)
|
|
-
|
|
|
Adjustment to fair
value intangible assets
|
-
|
-
|
55.0
|
(55.0)
|
|
-
|
|
|
Costs related to
long-term management
incentive plans
|
-
|
-
|
22.9
|
(22.9)
|
|
-
|
|
|
Investigation of
strategic opportunities and
other items
|
-
|
-
|
1.3
|
(1.3)
|
|
-
|
|
|
Cisterna fire net
costs
|
-
|
-
|
1.3
|
(1.3)
|
|
-
|
|
|
Adjusted
EBITDA
|
(€ 356.8)
|
(€ 143.8)
|
€ 125.4
|
€ 518.1
|
|
€ 142.9
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA and
Adjusted EBITDA (unaudited)
|
|
Six Months Ended
30 June 2014
|
|
|
|
|
|
|
Nomad Foods
Limited for the six
months ended 30
June 2014
|
Iglo Group
results
for the six months
ended 30 June
2014
|
Adjustments
|
|
Pro forma
As Adjusted
for the six months
ended 30 June 2014
|
|
all figures
in €m
|
€m
|
€m
|
€m
|
|
€m
|
|
Group
Profit/(Loss) before tax
|
(€ 22.5)
|
(€ 15.2)
|
€ 141.3
|
|
€ 103.6
|
|
Interest
|
-
|
134.0
|
(108.1)
|
|
25.9
|
|
Depreciation
|
-
|
12.0
|
0.6
|
|
12.6
|
|
Amortization
|
-
|
2.4
|
-
|
|
2.4
|
|
EBITDA
|
(€ 22.5)
|
€ 133.2
|
€ 33.8
|
|
€ 144.5
|
|
Exceptional
items
|
-
|
11.4
|
(11.4)
|
|
-
|
|
Costs related to
long-term management
incentive plans
|
-
|
7.1
|
(7.1)
|
|
-
|
|
Investigation of
strategic opportunities and
other items
|
-
|
3.2
|
(3.2)
|
|
-
|
|
Other restructuring
costs
|
-
|
1.1
|
(1.1)
|
|
-
|
|
Adjusted
EBITDA
|
(€ 22.5)
|
€ 144.6
|
€ 22.4
|
|
€ 144.5
|
|
Balance Sheet as
at 30 June 2015 (unaudited)
|
|
all figures
in €m
|
Nomad Foods Group
as at 30
June 2015
|
|
|
|
|
Non-current
assets
|
|
|
Intangible
assets
|
2,685.7
|
|
Property, plant and
equipment
|
269.2
|
|
Deferred tax
assets
|
47.3
|
|
Total non-current
assets
|
3,002.2
|
|
|
|
|
Current
assets
|
|
|
Inventories
|
212.3
|
|
Trade and other
receivables
|
35.3
|
|
Deferred borrowing
costs
|
3.1
|
|
Derivative Financial
Instruments
|
5.5
|
|
Cash and cash
equivalents
|
608.0
|
|
Total current
assets
|
864.2
|
|
Total
assets
|
3,866.4
|
|
|
|
|
Current
liabilities
|
|
|
Bank
overdrafts
|
478.8
|
|
Trade and other
payables
|
298.4
|
|
Derivative financial
instruments
|
2.9
|
|
Current tax
payable
|
17.3
|
|
Provisions
|
25.7
|
|
Total current
liabilities
|
823.1
|
|
|
|
|
Non-current
liabilities
|
|
|
Loans and
borrowings
|
1,183.5
|
|
Employee
benefits
|
110.0
|
|
Deferred tax
liabilities
|
307.5
|
|
Total non-current
liabilities
|
1,601.0
|
|
Total
liabilities
|
2,424.1
|
|
|
|
|
Net
assets
|
1,442.4
|
|
|
|
|
Deficit
attributable to equity holders
|
|
|
Capital
reserve
|
1,367.8
|
|
Founder Preferred
Share Dividend reserve
|
531.5
|
|
Merger
reserve
|
0.9
|
|
Translation
reserve
|
88.9
|
|
Cash flow hedging
reserve
|
(3.2)
|
|
Accumulated
deficit
|
(543.5)
|
|
Total
equity
|
1,442.4
|
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) completion of successful acquisitions in same and
adjacent categories, including the Findus acquisition; (iii) the
reduction in the Iglo Group's debt levels; (iv) the future
operating and financial performance of the Company; and (v) the
success of the unified Findus brand. These statements are not
guarantees of future performance and are subject to known and
unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements, including (i) economic
conditions, competition and other risks that may affect the
Company's future performance, (ii) the risk that securities markets
will react negatively to actions by the Company; (iii) the ability
to recognize the anticipated benefits of the Company to take
advantage of strategic opportunities; (iv) the successful
completion of strategic acquisitions, including the Findus
acquisition; (v) the limited liquidity and trading of the Company's
securities; (vi) changes in applicable laws or regulations; and
(vii) the other risks and uncertainties disclosed in the Company's
public filings and any other public disclosures by the Company or
Iglo Group. Given these risks and uncertainties, prospective
investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of such statements and, except as required by
applicable law, neither the Company nor Iglo Group undertake any
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Conference Call
Later today, the Company will discuss
its trading update for the period ended 30
June 2015 via a webcast presentation, currently scheduled at
4:00 p.m. British Summer Time
(11:00 a.m. EST).
To participate on the live call listeners in the United Kingdom may dial 0808 2370030 and
listeners in the United States may
dial 1866 928 7517; the access code is 24500597#. For a list of all
international dial-in numbers, please click here.
Additionally, the call is being webcast and can be accessed at
www.nomadfoods.com under Investor Relations; the event password is
10464445#.
About Nomad Foods Limited
Nomad Foods Limited (LSE: NHL) is a leading packaged foods
company. We aim to build a global portfolio of best-in-class food
companies and brands within the frozen category and across the
broader food sector. More information on Nomad Foods Limited is
available at www.nomadfoods.com.
About Iglo Group
The Iglo Group has operations in 10 countries and a specific
focus on markets in the United
Kingdom, Germany and
Italy. The Iglo Group's brands,
which have a leading market share in each of their respective
primary regions, include Birds Eye in the United Kingdom and Ireland, Iglo in Germany, Austria and other continental European markets
and Findus in Italy. The Iglo
Group is headquartered in the United
Kingdom with approximately 2,800 employees and has four
manufacturing plants and five primary distribution centres in
Europe.
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.
Contact Details
Media Contact:
Kelly
Gawlik
Weber
Shandwick
+1-212-445-8368
kgawlik@webershandwick.com
Nick Oborne
Weber
Shandwick
+44 (0) 20 7067
0721
noborne@webershandwick.com
Tom Jenkins
Weber
Shandwick
+44 (0) 20 7067
0810
tjenkins@webershandwick.com
Investor Contacts:
John Mills
Partner,
ICR
+1-646-277-1254
john.mills@icrinc.com
Scott Sublett
Toms
Capital
+1-212-524-7300
scott@tomscapital.com
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/nomad-foods-limited-announces-financial-results-for-the-period-ended-30-june-2015-300134056.html
SOURCE Nomad Foods Limited
