Full year Adjusted EPS of €1.68
Completes 6th consecutive year of record
annual reported revenue, Adjusted EBITDA and Adjusted EPS
2023 Adjusted EPS guidance range of
€1.50 to €1.55
FELTHAM, England, Feb. 23,
2023 /PRNewswire/ -- Nomad Foods Limited (NYSE: NOMD)
(the "Company" or "Nomad Foods"), today reported financial results
for the three and twelve-month periods ended December 31,
2022.
Key operating highlights and financial performance for the
fourth quarter 2022, when compared to the fourth quarter 2021,
include:
- Reported revenue increased 6.6% to €750 million
- Organic revenue increase of 7.7%
- Reported Profit for the period of €37 million
- Adjusted EBITDA up slightly to €113 million
- Adjusted EPS of €0.33
Key operating highlights and financial performance for the full
year 2022, when compared to the full year 2021, include:
- Reported revenue increased 12.8% to €2,940 million
- Organic revenue increase of 1.8%
- Reported Profit for the period of €250 million
- Adjusted EBITDA increased 8% to €524 million
- Adjusted EPS of €1.68
Management Comments
Stéfan Descheemaeker, Nomad
Foods' Chief Executive Officer, stated, "We are pleased to report
that 2022 was another year of record revenue, Adjusted EBITDA and
Adjusted EPS for Nomad Foods, again proving the resilience of our
operating model in a challenging macro environment. Our organic
sales returned to growth, we expanded Adjusted EBITDA and Adjusted
EPS by 8%, and we extended our debt maturities at competitive
rates. Most importantly, we adjusted our business model in response
to extraordinary changes in the market, especially in raw material
sourcing and portfolio pricing. Looking ahead to 2023, the frozen
food category remains great value for consumers, and we have
exciting plans in place to deliver strong operational results to
build value for our shareholders."
Noam Gottesman, Nomad Foods'
Co-Chairman and Founder, commented, "Our 2022 results mark another
record financial performance for Nomad Foods. We delivered Adjusted
EPS at the top-end of our guidance range, grew organic sales
against a challenging consumer backdrop, finished the successful
integration of Fortenova's frozen food business, and
opportunistically accessed the capital markets to extend our debt
maturities until mid-2028 and 2029. We enter 2023 with sales
momentum, strong underlying cash generation, and financial
flexibility providing the opportunity to prudently deploy capital
to create value for shareholders. In addition to our ability to
return capital to shareholders, we believe we have the right
operational and financial plans in place to drive sustainable
growth to compound value into the future."
Fourth Quarter of 2022 results compared to the Fourth
Quarter of 2021
- Revenue increased 6.6% to €750 million. Organic
revenue increase of 7.7% was driven by a 8.1% decline in
volume/mix and a 15.8% increase in price.
- Adjusted gross profit increased 3% to €193 million.
Adjusted Gross margin decreased 80 basis points to 25.7% driven by
higher raw material costs driven by inflation, partially offset by
higher pricing.
- Adjusted operating expenses increased 9% to €103
million, primarily reflecting a number of one-off costs in the
quarter including a €4.5 million Cost of Living payment support
package for our employees.
- Adjusted EBITDA up slightly to €113 million and
Adjusted Profit after tax decreased 1% to €58 million due to
the aforementioned factors.
- Adjusted EPS remained unchanged at €0.33. Reported EPS
increased 31% to €0.21.
Year Ended 2022 results compared to the Year Ended
2021
- Revenue increased 12.8% to €2,940 million. Organic
revenue increase of 1.8% was driven by a 5.9% decline in
volume/mix and a 7.7% increase in price.
- Adjusted gross profit increased 8% to €815 million.
Adjusted Gross margin decreased 120 basis points to 27.7% driven by
higher raw material costs driven by inflation, partially offset by
higher pricing and the inclusion of the acquisition.
- Adjusted operating expenses increased 12% to €380
million driven primarily by the first-time inclusion of our
Adriatic region acquisition.
- Adjusted EBITDA increased 8% to €524 million and
Adjusted Profit after tax increased 6% to €293 million, due
to the aforementioned factors.
- Adjusted EPS increased 8% to €1.68 and Reported EPS
increased 40% to €1.43.
2023 Guidance
For the full year 2023,
management expects Adjusted EPS of €1.50 to €1.55. Full year
guidance assumes mid-single-digit revenue growth and cash flow
conversion in the range of 90% to 95%.
Conference Call and Webcast
The Company will
host a conference call with members of the executive management
team to discuss these results today, Thursday, February 23, 2023 at 1:30 p.m. GMT (8:30 a.m.
Eastern Standard Time). To participate on the live call,
listeners in North America may
dial +1-877-451-6152 and international listeners may dial
+1-201-389-0879. Additionally, there will be a presentation to
accompany the conference call and the call is being webcast. Both
can be accessed at the 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 +1-844-512-2921 and by international
listeners by dialing +1-412-317-6671; the replay pin number is
13735336.
Nomad Foods Contacts
Investor Relations Contacts
Anthony Bucalo
Nomad Foods Limited
+1-914-907-8724
About Nomad Foods
Nomad Foods (NYSE: NOMD) is
Europe's leading frozen food
company. The Company's portfolio of iconic brands, which includes
Birds Eye, Findus, iglo, Ledo and
Frikom, have been a part of consumers' meals for
generations, standing for great tasting food that is convenient,
high quality and nutritious. Nomad Foods is headquartered in the
United Kingdom. Additional
information may be found at www.nomadfoods.com.
Financial Information
Nomad Foods is presenting Adjusted and Organic financial
information, which is considered non-IFRS financial information,
for the three and twelve months ended December 31, 2022 and
for comparative purposes, the three and twelve months ended
December 31, 2021.
Adjusted financial information for the three and twelve months
ended December 31, 2022 and 2021 presented in this press
release reflects the historical reported financial statements of
Nomad Foods, adjusted primarily for share based payment expenses
and related employer payroll taxes, non-operating M&A related
costs, acquisition purchase price adjustments, exceptional items
and foreign currency exchange charges/gains.
Adjusted EBITDA is profit or loss for the period before
taxation, net financing costs, depreciation and amortization,
adjusted to exclude, when they occur, the impacts of exited
markets, acquisition purchase price adjustments and exceptional
items such as restructuring charges, goodwill and intangible asset
impairment charges and other unusual or non-recurring items. In
addition, we exclude other adjustments such as the impact of share
based payment expenses and related employer payroll taxes, and
non-operating M&A related costs, because we do not believe they
are indicative of our normal operating costs, can vary
significantly in amount and frequency, and are unrelated to our
underlying operating performance. The Company believes Adjusted
EBITDA provides important comparability of underlying operating
results, allowing investors and management to assess operating
performance on a consistent basis.
Adjusted EBITDA should not be considered as an alternative to
profit/(loss) for the period, determined in accordance with IFRS,
as an indicator of the Company's operating performance.
Adjusted Profit for the period is defined as profit for the
period excluding, when they occur, the impacts of exited markets,
acquisition purchase price adjustments and exceptional items such
as restructuring charges, goodwill and intangible asset impairment
charges, unissued preferred share dividends, as well as certain
other items considered unusual or non-recurring in nature. In
addition, we exclude other adjustments such as the impact of share
based payment expenses and related employer payroll taxes, and
non-operating M&A related costs, because we do not believe they
are indicative of our normal operating costs, can vary
significantly in amount and frequency, and are unrelated to our
underlying operating performance. The Company believes Adjusted
Profit after tax provides important comparability of underlying
operating results, allowing investors and management to assess
operating performance on a consistent basis.
Adjusted EPS is defined as basic earnings per share excluding,
when they occur, the impacts of exited markets, acquisition
purchase price adjustments and exceptional items such as
restructuring charges, goodwill and intangible asset impairment
charges, as well as certain other items considered unusual or
non-recurring in nature. In addition, we exclude other adjustments
such as the impact of share based payment expenses and related
employer payroll taxes, and non-operating M&A related costs,
because we do not believe they are indicative of our normal
operating costs, can vary significantly in amount and frequency,
and are unrelated to our underlying operating performance. The
Company believes Adjusted EPS provides important comparability of
underlying operating results, allowing investors and management to
assess operating performance on a consistent basis.
Organic revenue growth/(decline) is an adjusted measurement of
our operating results. The comparison for the three and twelve
months ended December 31, 2022 and 2021 presented in this
press release takes into consideration only those activities that
were in effect during both time periods. Organic revenue
growth/(decline) reflects reported revenue adjusted for currency
translation and non-comparable trading items such as expansion,
acquisitions, disposals, closures, trading day impacts or any other
event that artificially impacts the comparability of our results
period over period.
Adjusted Gross Profit and adjusted gross margin exclude
acquisition purchase price adjustments within cost of goods
sold.
Adjustments for currency translation are calculated by
translating data of the current and comparative periods using a
budget foreign exchange rate that is set once a year as part of the
Company's internal annual forecast process.
Adjusted and Organic non-IFRS financial information should be
read in conjunction with the unaudited financial statements of
Nomad Foods included in this press release as well as the
historical financial statements of the Company previously filed
with the SEC.
Nomad Foods believe its non-IFRS financial measures provide an
important additional measure with which to monitor and evaluate the
Company's ongoing financial results, as well as to reflect its
acquisitions. Nomad Foods' calculation of these financial measures
may be different from the calculations used by other companies and
comparability may therefore be limited. The Adjusted and Organic
financial information presented herein is based upon certain
assumptions that Nomad Foods believes to be reasonable and is
presented for informational purposes only and is not necessarily
indicative of any anticipated financial position or future results
of operations that the Company will experience. You should not
consider the Company's non-IFRS financial measures an alternative
or substitute for the Company's reported results and are cautioned
not to place undue reliance on these results and information as
they may not be representative of our actual or future results as a
Company.
Please see on pages 8 to 16, the non-IFRS reconciliation tables
attached hereto and the schedules accompanying this release for an
explanation and reconciliation of the Adjusted and Organic
financial information to the most directly comparable IFRS measure.
The Company is unable to reconcile, without unreasonable efforts,
Adjusted EPS guidance to the most directly comparable IFRS
measure.
Nomad Foods Limited
As Reported
|
Statements of Profit
or Loss (unaudited)
|
Three months ended
December 31, 2022 and December 31, 2021
|
|
|
Three months
ended
December 31, 2022
|
|
Three months
ended
December 31, 2021
|
|
€m
|
|
€m
|
Revenue
|
750.2
|
|
704.0
|
Cost of
sales
|
(557.5)
|
|
(523.7)
|
Gross
profit
|
192.7
|
|
180.3
|
Other operating
expenses
|
(103.6)
|
|
(98.7)
|
Exceptional
items
|
(23.5)
|
|
(23.7)
|
Operating
profit
|
65.6
|
|
57.9
|
Finance
income
|
2.7
|
|
1.6
|
Finance
costs
|
(22.0)
|
|
(17.2)
|
Net financing
costs
|
(19.3)
|
|
(15.6)
|
Profit before
tax
|
46.3
|
|
42.3
|
Taxation
|
(9.2)
|
|
(13.5)
|
Profit for the
period
|
37.1
|
|
28.8
|
|
|
|
|
Basic earnings per
share
|
|
|
|
Weighted average shares
outstanding in millions
|
174.2
|
|
178.1
|
Basic earnings per
share in €
|
0.21
|
|
0.16
|
Diluted earnings per
share
|
|
|
|
Weighted average shares
outstanding in millions
|
174.2
|
|
178.1
|
Diluted earnings per
share in €
|
0.21
|
|
0.16
|
Statements of Profit
or Loss (audited)
|
Twelve months ended
December 31, 2022 and December 31, 2021
|
|
|
Twelve months
ended December 31,
2022
|
|
Twelve months
ended December 31,
2021
|
|
€m
|
|
€m
|
Revenue
|
2,939.7
|
|
2,606.6
|
Cost of
sales
|
(2,124.4)
|
|
(1,862.3)
|
Gross
profit
|
815.3
|
|
744.3
|
Other operating
expenses
|
(391.2)
|
|
(356.3)
|
Exceptional
items
|
(48.7)
|
|
(45.3)
|
Operating
profit
|
375.4
|
|
342.7
|
Finance
income
|
12.1
|
|
0.1
|
Finance
costs
|
(66.5)
|
|
(106.1)
|
Net financing
costs
|
(54.4)
|
|
(106.0)
|
Profit before
tax
|
321.0
|
|
236.7
|
Taxation
|
(71.2)
|
|
(55.7)
|
Profit for the
period
|
249.8
|
|
181.0
|
|
|
|
|
Basic and diluted
earnings per share in €
|
1.43
|
|
1.02
|
Nomad Foods Limited
As Reported
|
Statements of
Financial Position (audited)
|
As at December 31,
2022 and December 31, 2021
|
|
|
As at December 31,
2022
|
|
As at December 31,
2021
|
|
€m
|
|
€m
|
Non-current
assets
|
|
|
|
Goodwill
|
2,101.6
|
|
2,099.4
|
Intangibles
|
2,457.6
|
|
2,455.7
|
Property, plant and
equipment
|
542.9
|
|
549.4
|
Other non-current
assets
|
8.1
|
|
8.9
|
Derivative financial
instruments
|
0.2
|
|
—
|
Deferred tax
assets
|
100.4
|
|
128.3
|
Total non-current
assets
|
5,210.8
|
|
5,241.7
|
Current
assets
|
|
|
|
Cash and cash
equivalents
|
369.7
|
|
254.2
|
Inventories
|
457.1
|
|
410.6
|
Trade and other
receivables
|
266.8
|
|
234.6
|
Indemnification
assets
|
1.8
|
|
9.5
|
Derivative financial
instruments
|
19.9
|
|
20.2
|
Total current
assets
|
1,115.3
|
|
929.1
|
Total
assets
|
6,326.1
|
|
6,170.8
|
Current
liabilities
|
|
|
|
Trade and other
payables
|
695.4
|
|
692.0
|
Current tax
payable
|
183.0
|
|
198.5
|
Provisions
|
36.1
|
|
39.3
|
Loans and
borrowings
|
22.6
|
|
29.1
|
Derivative financial
instruments
|
3.7
|
|
7.3
|
Total current
liabilities
|
940.8
|
|
966.2
|
Non-current
liabilities
|
|
|
|
Loans and
borrowings
|
2,142.3
|
|
2,198.3
|
Employee
benefits
|
132.1
|
|
244.2
|
Other non-current
liabilities
|
1.1
|
|
1.8
|
Provisions
|
1.3
|
|
2.9
|
Derivative financial
instruments
|
56.6
|
|
20.8
|
Deferred tax
liabilities
|
445.7
|
|
437.6
|
Total non-current
liabilities
|
2,779.1
|
|
2,905.6
|
Total
liabilities
|
3,719.9
|
|
3,871.8
|
Net
assets
|
2,606.2
|
|
2,299.0
|
Equity attributable
to equity holders
|
|
|
|
Share capital and
capital reserve
|
1,596.7
|
|
1,623.1
|
Share based
compensation reserve
|
13.8
|
|
6.9
|
Founder Preferred Share
Dividend reserve
|
—
|
|
166.0
|
Translation
reserve
|
89.3
|
|
105.1
|
Other
reserves
|
19.8
|
|
10.5
|
Retained
earnings
|
886.6
|
|
387.4
|
Total
equity
|
2,606.2
|
|
2,299.0
|
Nomad Foods Limited
As Reported
|
Statements of Cash
Flows (audited)
|
For the year ended
December 31, 2022 and the year ended December 31,
2021
|
|
|
For the Year
ended
December 31, 2022
|
|
For the Year
ended
December 31, 2021
|
|
€m
|
|
€m
|
Cash flows from
operating activities
|
|
|
|
Profit for the
period
|
249.8
|
|
181.0
|
Adjustments
for:
|
|
|
|
Exceptional
items
|
48.7
|
|
45.3
|
Non-cash fair value
purchase price adjustment of inventory
|
—
|
|
8.4
|
Share based payment
expense
|
8.1
|
|
5.1
|
Depreciation and
amortization
|
88.6
|
|
71.6
|
Loss on disposal and
impairment of property, plant and equipment
|
0.8
|
|
0.7
|
Net finance
costs
|
54.4
|
|
106.0
|
Taxation
|
71.2
|
|
55.7
|
Operating cash flow
before changes in working capital, provisions and
exceptional items
|
521.6
|
|
473.8
|
Increase in
inventories
|
(61.7)
|
|
(23.8)
|
(Increase)/decrease in
trade and other receivables
|
(38.3)
|
|
24.1
|
Increase/(decrease) in
trade and other payables
|
5.6
|
|
(25.0)
|
(Decrease)/increase in
employee benefits and other provisions
|
(2.4)
|
|
1.2
|
Cash generated from
operations before tax and exceptional items
|
424.8
|
|
450.3
|
Payments relating to
exceptional items
|
(65.2)
|
|
(48.8)
|
Receipts relating to
exceptional items
|
24.4
|
|
—
|
Tax paid
|
(80.2)
|
|
(95.2)
|
Net cash generated
from operating activities
|
303.8
|
|
306.3
|
Cash flows from
investing activities
|
|
|
|
Business combinations,
net of cash acquired
|
0.4
|
|
(597.3)
|
Purchase of property,
plant and equipment and intangibles
|
(79.1)
|
|
(79.2)
|
Redemption of
investments
|
—
|
|
16.5
|
Cash used in
investing activities
|
(78.7)
|
|
(660.0)
|
Cash flows from
financing activities
|
|
|
|
Repurchase of ordinary
shares
|
(26.8)
|
|
(77.6)
|
Payments related to
shares withheld for tax
|
(2.9)
|
|
(22.6)
|
Issuance of new loan
principal
|
799.3
|
|
800.0
|
Repayment of loan
principal
|
(916.2)
|
|
(408.7)
|
Payment of lease
liabilities
|
(26.5)
|
|
(19.4)
|
Payment of financing
fees
|
(6.5)
|
|
(18.7)
|
Interest
paid
|
(54.2)
|
|
(36.7)
|
Interest
received
|
0.6
|
|
0.1
|
Proceeds from
settlements of derivatives
|
124.8
|
|
—
|
Other financing cash
flows
|
0.3
|
|
(2.0)
|
Net cash (used
in)/provided by financing activities
|
(108.1)
|
|
214.4
|
Net
increase/(decrease) in cash and cash equivalents
|
117.0
|
|
(139.3)
|
Cash and cash
equivalents at beginning of period
|
254.2
|
|
382.5
|
Effect of exchange
rate fluctuations
|
(4.4)
|
|
11.0
|
Cash and cash
equivalents at end of period*
|
366.8
|
|
254.2
|
*Cash and cash
equivalents includes bank overdrafts of €2.9 million for the year
ended December 31, 2022 (2021: €nil).
|
Nomad Foods
Limited
|
Reconciliation of
Non-IFRS Financial Measures
|
(In € millions, except
per share data)
|
|
The following table
reconciles adjusted financial information for the three months
ended December 31, 2022 to the reported results of Nomad Foods
for such period.
|
|
Adjusted Statement
of Profit or Loss (unaudited)
|
Three Months Ended
December 31, 2022
|
|
€ in
millions, except per share data
|
As reported for
the
three months ended
December 31, 2022
|
|
Adjustments
|
|
|
|
As Adjusted for
the
three months ended
December 31, 2022
|
Revenue
|
750.2
|
|
—
|
|
|
|
750.2
|
Cost of
sales
|
(557.5)
|
|
—
|
|
|
|
(557.5)
|
Gross
profit
|
192.7
|
|
—
|
|
|
|
192.7
|
Other operating
expenses
|
(103.6)
|
|
1.1
|
|
(a)
|
|
(102.5)
|
Exceptional
items
|
(23.5)
|
|
23.5
|
|
(b)
|
|
—
|
Operating
profit
|
65.6
|
|
24.6
|
|
|
|
90.2
|
Finance
income
|
2.7
|
|
(2.3)
|
|
|
|
0.4
|
Finance
costs
|
(22.0)
|
|
3.1
|
|
|
|
(18.9)
|
Net financing
costs
|
(19.3)
|
|
0.8
|
|
(c)
|
|
(18.5)
|
Profit before
tax
|
46.3
|
|
25.4
|
|
|
|
71.7
|
Taxation
|
(9.2)
|
|
(4.8)
|
|
(d)
|
|
(14.0)
|
Profit for the
period
|
37.1
|
|
20.6
|
|
|
|
57.7
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding in millions - basic
|
174.2
|
|
—
|
|
|
|
174.2
|
Basic earnings per
share
|
0.21
|
|
|
|
|
|
0.33
|
Weighted average shares
outstanding in millions - diluted
|
174.2
|
|
—
|
|
|
|
174.2
|
Diluted earnings per
share
|
0.21
|
|
|
|
|
|
0.33
|
|
|
(a)
|
Share based payment
charge including employer payroll taxes of €1.2 million and a
non-operating M&A related credit of €0.1 million.
|
(b)
|
Exceptional items which
management believes will only recur over a limited number of
financial periods based in most cases on
the completion of the particular project or program, and do not
have a continuing impact. See table 'Adjusted EBITDA
(unaudited) three months ended December 31, 2022' for a detailed
list of exceptional items.
|
(c)
|
Elimination of a €2.3
million net gain from refinancing activities, €1.6 million of
foreign exchange translation losses and €1.5 million
of foreign exchange losses on derivatives.
|
(d)
|
Tax impact of the above
at the applicable tax rate for each adjustment, determined by the
nature of the item and the jurisdiction in
which it arises.
|
Nomad Foods
Limited
|
Reconciliation of
Non-IFRS Financial Measures (continued)
|
|
The following table
reconciles Adjusted EBITDA for the three months ended
December 31, 2022 to the reported results of Nomad
Foods for such period.
|
|
Adjusted EBITDA
(unaudited)
|
Three Months Ended
December 31, 2022
|
|
€ in
millions
|
As reported for
the
three months ended
December 31, 2022
|
|
|
Profit for the
period
|
37.1
|
|
|
Taxation
|
9.2
|
|
|
Net financing
costs
|
19.3
|
|
|
Depreciation and
amortization
|
22.8
|
|
|
Exceptional
items:
|
|
|
|
Findus Switzerland
integration costs
|
0.7
|
|
(a)
|
Impairment of
customer relationships
|
5.8
|
|
(b)
|
Information
Technology Transformation program
|
0.6
|
|
(c)
|
Business
Transformation Program
|
10.9
|
|
(d)
|
Distribution network
integration
|
1.6
|
|
(e)
|
Fortenova Group
integration costs
|
4.0
|
|
(f)
|
Factory
optimization
|
0.9
|
|
(g)
|
Settlement of legacy
matters
|
(1.0)
|
|
(h)
|
Other
Adjustments:
|
|
|
|
Other
add-backs
|
1.1
|
|
(i)
|
Adjusted EBITDA
(j)
|
113.0
|
|
|
|
|
(a)
|
Expenses associated
with the integration of the Findus Switzerland business acquired on
December 31, 2020.
|
(b)
|
Charge for the
impairment of our food service customer relationships in
Sweden.
|
(c)
|
Expenses associated
with the Information Technology Transformation program, which are
primarily professional fees.
|
(d)
|
Expenses associated
with the start of a multi-year, enterprise-wide transformation and
optimization program. Expenses in the
period consist of restructuring and transformational project costs,
including business technology transformation initiative costs
and related professional fees.
|
(e)
|
Expenses associated
with the restructuring of the sales operations in northern Italy
which will complete in 2023.
|
(f)
|
Expenses associated
with the integration of the Fortenova Group acquired on September
30, 2021.
|
(g)
|
Expenses associated
with a three-year factory optimization program, initiated in 2018,
to develop a new suite of standard
manufacturing and supply chain processes, that will provide a
single network of optimized factories. Due to delays in
delivering
the program, it was extended for an additional year and completed
in 2022.
|
(h)
|
Income and expenses
associated with the settlement of tax and other liabilities
relating to periods prior to acquisition by the
Company.
|
(i)
|
Represents the
elimination of share based payment charge including employer
payroll taxes of €1.2 million and elimination of a
non-operating M&A related credit of €0.1 million.
|
(j)
|
Adjusted EBITDA margin
of 15.1% for the three months ended December 31, 2022 is calculated
by dividing Adjusted EBITDA
by Revenue of €750.2 million.
|
Nomad Foods
Limited
|
Reconciliation of
Non-IFRS Financial Measures (continued)
|
|
The following table
reconciles Adjusted financial information for the three months
ended December 31, 2021 to the reported results of
Nomad Foods for such period.
|
|
Adjusted Statements
of Profit or Loss (unaudited)
|
Three Months Ended
December 31, 2021
|
|
€ in
millions, except per share data
|
As reported for
the
three months ended
December 31, 2021
|
|
Adjustments
|
|
|
|
As Adjusted for
the
three months ended
December 31, 2021
|
Revenue
|
704.0
|
|
—
|
|
|
|
704.0
|
Cost of
sales
|
(523.7)
|
|
6.1
|
|
(a)
|
|
(517.6)
|
Gross
profit
|
180.3
|
|
6.1
|
|
|
|
186.4
|
Other operating
expenses
|
(98.7)
|
|
4.3
|
|
(b)
|
|
(94.4)
|
Exceptional
items
|
(23.7)
|
|
23.7
|
|
(c)
|
|
—
|
Operating
profit
|
57.9
|
|
34.1
|
|
|
|
92.0
|
Finance
income
|
1.6
|
|
(1.5)
|
|
|
|
0.1
|
Finance
costs
|
(17.2)
|
|
1.0
|
|
|
|
(16.2)
|
Net financing
costs
|
(15.6)
|
|
(0.5)
|
|
(d)
|
|
(16.1)
|
Profit before
tax
|
42.3
|
|
33.6
|
|
|
|
75.9
|
Taxation
|
(13.5)
|
|
(4.3)
|
|
(e)
|
|
(17.8)
|
Profit for the
period
|
28.8
|
|
29.3
|
|
|
|
58.1
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding in millions - basic
|
178.1
|
|
|
|
|
|
178.1
|
Basic earnings per
share
|
0.16
|
|
|
|
|
|
0.33
|
Weighted average shares
outstanding in millions - diluted
|
178.1
|
|
—
|
|
|
|
178.1
|
Diluted earnings per
share
|
0.16
|
|
|
|
|
|
0.33
|
|
|
(a)
|
Represents non-cash
fair value uplift of inventory recorded as part of the Fortenova
acquisition purchase price accounting.
|
(b)
|
Share based payment
charge including employer payroll taxes of €3.5 million and
non-operating M&A related costs of €0.8 million.
|
(c)
|
Exceptional items which
management believes will only recur over a limited number of
financial periods based in most cases on
the completion of the particular project or program, and do not
have a continuing impact. See table 'Adjusted EBITDA
(unaudited)
three months ended December 31, 2021' for a detailed list of
exceptional items.
|
(d)
|
Elimination a €1.0
million gain from the reversal of an impairment loss on a
short-term investment, €0.5 million of foreign
exchange translation gains and €1.0 million of foreign exchange
losses on derivatives.
|
(e)
|
Tax impact of the above
at the applicable tax rate for each adjustment, determined by the
nature of the item and the jurisdiction
in which it arises.
|
Nomad Foods
Limited
|
Reconciliation of
Non-IFRS Financial Measures (continued)
|
|
The following table
reconciles Adjusted EBITDA for the three months ended December 31,
2021 to the reported results of Nomad Foods for such
period.
|
|
Adjusted EBITDA
(unaudited)
|
Three Months Ended
December 31, 2021
|
|
€ in
millions
|
As reported for
the
three months ended
December 31, 2021
|
|
|
Profit for the
period
|
28.8
|
|
|
Taxation
|
13.5
|
|
|
Net financing
costs
|
15.6
|
|
|
Depreciation and
amortization
|
20.9
|
|
|
Acquisition purchase
price adjustments
|
6.1
|
|
(a)
|
Exceptional
items:
|
|
|
|
Fortenova Group
integration costs
|
2.9
|
|
(b)
|
Factory
optimization
|
2.6
|
|
(c)
|
Brexit
|
0.6
|
|
(d)
|
Findus Switzerland
integration costs
|
2.5
|
|
(e)
|
Business
Transformation Program
|
11.7
|
|
(f)
|
Information
Technology Transformation program
|
4.2
|
|
(g)
|
Settlement of legacy
matters
|
(0.8)
|
|
(h)
|
Other
Adjustments:
|
|
|
|
Other
add-backs
|
4.3
|
|
(i)
|
Adjusted EBITDA
(i)
|
112.9
|
|
|
|
|
(a)
|
Represents non-cash
fair value uplift of inventory recorded as part of the Fortenova
acquisition purchase price accounting.
|
(b)
|
Expenses associated
with the integration of the Fortenova Group acquired on September
30, 2021.
|
(c)
|
Expenses associated
with a three-year factory optimization program to develop a new
suite of standard manufacturing and supply
chain processes, that will provide a single network of optimized
factories. The project was initiated in 2018.
|
(d)
|
Expenses related to
preparations for the impacts of the United Kingdom exiting the
European Union to our supply chain, such as
tariffs and delays at ports of entry and departure.
|
(e)
|
Expenses associated
with the integration of the Findus Switzerland business acquired on
December 31, 2020.
|
(f)
|
Expenses associated
with the start of a multi-year, enterprise-wide transformation and
optimization program. Expenses in the
period consist of restructuring and transformational project costs,
including business technology transformation initiative costs
and related professional fees.
|
(g)
|
Expenses associated
with the Information Technology Transformation program, which are
primarily professional fees.
|
(h)
|
Income and expenses
associated with tax and other liabilities relating to periods prior
to acquisition by the Company.
|
(i)
|
Represents the
elimination of share based payment charge including employer
payroll taxes of €3.5 million and elimination of
non-operating M&A related costs of €0.8 million.
|
(j)
|
Adjusted EBITDA margin
of 16.0% for the three months ended December 31, 2021 is calculated
by dividing Adjusted EBITDA
by Revenue of €704.0 million.
|
Nomad Foods
Limited
|
Reconciliation of
Non-IFRS Financial Measures (continued)
|
|
The following table
reconciles adjusted financial information for the twelve months
ended December 31, 2022 to the reported results
of Nomad Foods for such period.
|
|
Adjusted Statement
of Profit or Loss (unaudited)
|
Twelve Months Ended
December 31, 2022
|
|
€ in
millions, except per share data
|
As reported for
the
twelve months ended
December 31, 2022
|
|
Adjustments
|
|
|
|
As Adjusted for
the
twelve months ended
December 31, 2022
|
Revenue
|
2,939.7
|
|
—
|
|
|
|
2,939.7
|
Cost of
sales
|
(2,124.4)
|
|
—
|
|
|
|
(2,124.4)
|
Gross
profit
|
815.3
|
|
—
|
|
|
|
815.3
|
Other operating
expenses
|
(391.2)
|
|
11.7
|
|
(a)
|
|
(379.5)
|
Exceptional
items
|
(48.7)
|
|
48.7
|
|
(b)
|
|
—
|
Operating
profit
|
375.4
|
|
60.4
|
|
|
|
435.8
|
Finance
income
|
12.1
|
|
(11.5)
|
|
|
|
0.6
|
Finance
costs
|
(66.5)
|
|
—
|
|
|
|
(66.5)
|
Net financing
costs
|
(54.4)
|
|
(11.5)
|
|
(c)
|
|
(65.9)
|
Profit before
tax
|
321.0
|
|
48.9
|
|
|
|
369.9
|
Taxation
|
(71.2)
|
|
(5.3)
|
|
(d)
|
|
(76.5)
|
Profit for the
period
|
249.8
|
|
43.6
|
|
|
|
293.4
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding in millions - basic
|
174.3
|
|
—
|
|
|
|
174.3
|
Basic earnings per
share
|
1.43
|
|
|
|
|
|
1.68
|
Weighted average shares
outstanding in millions - diluted
|
174.3
|
|
—
|
|
|
|
174.3
|
Diluted earnings per
share
|
1.43
|
|
|
|
|
|
1.68
|
|
|
(a)
|
Share based payment
charge including employer payroll taxes of €8.6 million and
non-operating M&A related costs of €3.1 million.
|
(b)
|
Exceptional items which
management believes will only recur over a limited number of
financial periods based in most cases on
the completion of the particular project or program, and do not
have a continuing impact. See table 'Adjusted EBITDA
(unaudited)
twelve months ended December 31, 2022' for a detailed list of
exceptional items.
|
(c)
|
Elimination of €2.3
million of net gain recognized as part of refinancing activities
and €9.2 million of foreign exchange
translation gains.
|
(d)
|
Tax impact of the above
at the applicable tax rate for each adjustment, determined by the
nature of the item and the jurisdiction in
which it arises.
|
Nomad Foods
Limited
|
Reconciliation of
Non-IFRS Financial Measures (continued)
|
|
The following table
reconciles Adjusted EBITDA for the twelve months ended
December 31, 2022 to the reported results of Nomad Foods for
such period:
|
|
Adjusted EBITDA
(unaudited)
|
Twelve Months Ended
December 31, 2022
|
|
€ in
millions
|
As reported for
the
twelve months ended
December 31, 2022
|
|
|
Profit for the
period
|
249.8
|
|
|
Taxation
|
71.2
|
|
|
Net financing
costs
|
54.4
|
|
|
Depreciation and
amortization
|
88.6
|
|
|
Exceptional
items:
|
|
|
|
Findus Switzerland
integration costs
|
8.2
|
|
(a)
|
Impairment of
customer relationships
|
5.8
|
|
(b)
|
Information
Technology Transformation program
|
4.4
|
|
(c)
|
Business
Transformation Program
|
37.0
|
|
(d)
|
Distribution network
integration
|
2.2
|
|
(e)
|
Fortenova Group
integration costs
|
9.5
|
|
(f)
|
Factory
optimization
|
3.5
|
|
(g)
|
Settlement of legacy
matters
|
(28.9)
|
|
(h)
|
Release of
indemnification assets
|
7.0
|
|
(i)
|
Other
Adjustments:
|
|
|
|
Other
add-backs
|
11.7
|
|
(j)
|
Adjusted EBITDA
(k)
|
524.4
|
|
|
|
|
(a)
|
Expenses associated
with the integration of the Findus Switzerland business acquired on
December 31, 2020.
|
(b)
|
Charge for the
impairment of our food service customer relationships in
Sweden.
|
(c)
|
Expenses associated
with the Information Technology Transformation program, which are
primarily professional fees.
|
(d)
|
Expenses associated
with the multi-year, enterprise-wide transformation and
optimization program which began in 2020.
Expenses in the period consist of restructuring and
transformational project costs, including business technology
transformation
initiative costs and related professional fees.
|
(e)
|
Expenses associated
with the restructuring of the sales operations in northern Italy
which will complete in 2023.
|
(f)
|
Expenses associated
with the integration of the Fortenova Group acquired on September
30, 2021.
|
(g)
|
Expenses associated
with a three-year factory optimization program, initiated in 2018,
to develop a new suite of standard
manufacturing and supply chain processes, that will provide a
single network of optimized factories. Due to delays in
delivering
the program, it was extended for an additional year and completed
in 2022.
|
(h)
|
Income and expenses
associated with the settlement of contingent tax receivables, tax
liabilities and other liabilities relating to
periods prior to acquisition by the Company.
|
(i)
|
Charge for the release
of shares held in escrow as part of the consideration on the
acquisition of the Findus Group.
|
(j)
|
Represents the
elimination of share based payment charge including employer
payroll taxes of €8.6 million and elimination of
non-operating M&A related costs of €3.1 million.
|
(k)
|
Adjusted EBITDA margin
of 17.8% for the twelve months ended December 31, 2022 is
calculated by dividing Adjusted EBITDA
by Revenue of €2,939.7 million.
|
Nomad Foods
Limited
|
Reconciliation of
Non-IFRS Financial Measures (continued)
|
|
The following table
reconciles Adjusted financial information for the twelve months
ended December 31, 2021 to the reported results
of Nomad Foods for such period.
|
|
Adjusted Statements
of Profit or Loss (unaudited)
|
Twelve Months Ended
December 31, 2021
|
|
€ in
millions, except per share data
|
As reported for
the
twelve months ended
December 31, 2021
|
|
Adjustments
|
|
|
|
As Adjusted for
the
twelve months ended
December 31, 2021
|
Revenue
|
2,606.6
|
|
—
|
|
|
|
2,606.6
|
Cost of
sales
|
(1,862.3)
|
|
8.4
|
|
(a)
|
|
(1,853.9)
|
Gross
profit
|
744.3
|
|
8.4
|
|
|
|
752.7
|
Other operating
expenses
|
(356.3)
|
|
18.7
|
|
(b)
|
|
(337.6)
|
Exceptional
items
|
(45.3)
|
|
45.3
|
|
(c)
|
|
—
|
Operating
profit
|
342.7
|
|
72.4
|
|
|
|
415.1
|
Finance
income
|
0.1
|
|
—
|
|
|
|
0.1
|
Finance
costs
|
(106.1)
|
|
41.9
|
|
|
|
(64.2)
|
Net financing
costs
|
(106.0)
|
|
41.9
|
|
(d)
|
|
(64.1)
|
Profit before
tax
|
236.7
|
|
114.3
|
|
|
|
351.0
|
Taxation
|
(55.7)
|
|
(18.7)
|
|
(e)
|
|
(74.4)
|
Profit for the
period
|
181.0
|
|
95.6
|
|
|
|
276.6
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding in millions - basic
|
178.1
|
|
—
|
|
|
|
178.1
|
Basic earnings per
share
|
1.02
|
|
|
|
|
|
1.55
|
Weighted average shares
outstanding in millions - diluted
|
178.1
|
|
—
|
|
|
|
178.1
|
Diluted earnings per
share
|
1.02
|
|
|
|
|
|
1.55
|
|
|
(a)
|
Represents non-cash
fair value uplift of inventory recorded as part of the Findus
Switzerland and Fortenova acquisition purchase
price accounting.
|
(b)
|
Share based payment
charge including employer payroll taxes of €5.8 million and
non-operating M&A related costs of €12.9 million.
|
(c)
|
Exceptional items which
management believes will only recur over a limited number of
financial periods based in most cases on the
completion of the particular project or program, and do not have a
continuing impact. See table 'Adjusted EBITDA (unaudited)
twelve months ended December 31, 2021' for a detailed list of
exceptional items.
|
(d)
|
Elimination of €17.9
million of charges recognized as part of refinancing activities, a
one-time net €8.6 million loss from the
impairment of a short-term investment, which was made with surplus
cash as part of our cash management activities, €4.0 million
of foreign exchange translation losses and €11.4 million of foreign
exchange losses on derivatives.
|
(e)
|
Tax impact of the above
at the applicable tax rate for each adjustment, determined by the
nature of the item and the jurisdiction in
which it arises.
|
Nomad Foods
Limited
|
Reconciliation of
Non-IFRS Financial Measures (continued)
|
|
The following table
reconciles Adjusted EBITDA for the twelve months ended
December 31, 2021 to the reported results of Nomad
Foods for such period:
|
|
Adjusted EBITDA
(unaudited)
|
Twelve Months Ended
December 31, 2021
|
|
€ in
millions
|
As reported for
the
twelve months ended
December 31, 2021
|
|
|
Profit for the
period
|
181.0
|
|
|
Taxation
|
55.7
|
|
|
Net financing
costs
|
106.0
|
|
|
Depreciation and
amortization
|
71.6
|
|
|
Acquisition purchase
price adjustments
|
8.4
|
|
(a)
|
Exceptional
items:
|
|
|
|
Findus Switzerland
integration costs
|
6.2
|
|
(b)
|
Brexit
|
5.3
|
|
(c)
|
Information
Technology Transformation program
|
4.2
|
|
(d)
|
Business
Transformation Program
|
18.8
|
|
(e)
|
Fortenova Group
integration costs
|
3.5
|
|
(f)
|
Factory
optimization
|
4.9
|
|
(g)
|
Settlement of legacy
matters
|
(2.6)
|
|
(h)
|
Release of
indemnification assets
|
5.0
|
|
(i)
|
Other
Adjustments:
|
|
|
|
Other
add-backs
|
18.7
|
|
(j)
|
Adjusted EBITDA
(k)
|
486.7
|
|
|
|
|
(a)
|
Represents non-cash
fair value uplift of inventory recorded as part of the Findus
Switzerland and Fortenova acquisition purchase
price accounting.
|
(b)
|
Expenses associated
with the integration of the Findus Switzerland business acquired on
December 31, 2020.
|
(c)
|
Expenses related to
preparations for the potential adverse impacts of the United
Kingdom exiting the European Union to our
supply chain, such as tariffs and delays at ports of entry and
departure.
|
(d)
|
Expenses associated
with the Information Technology Transformation program, which are
primarily professional fees.
|
(e)
|
Expenses associated
with the start of a multi-year, enterprise-wide transformation and
optimization program. Expenses in the
period consist of restructuring and transformational project costs,
including business technology transformation initiative costs
and related professional fees.
|
(f)
|
Expenses associated
with the integration of the Fortenova Group acquired on September
30, 2021.
|
(g)
|
Expenses associated
with a three-year factory optimization program to develop a new
suite of standard manufacturing and
supply chain processes, that will provide a single network of
optimized factories. The project was initiated in 2018.
|
(h)
|
Income and expenses
associated with tax and other liabilities relating to periods prior
to acquisition by the Company.
|
(i)
|
Charge for the release
of shares held in escrow as part of the consideration on the
acquisition of the Findus Group.
|
(j)
|
Represents the
elimination of share based payment charge including employer
payroll taxes of €5.8 million and elimination of
non-operating M&A related costs of €12.9 million.
|
(k)
|
Adjusted EBITDA margin
of 18.7% for the twelve months ended December 31, 2021 is
calculated by dividing Adjusted EBITDA
by Revenue of €2,606.6 million.
|
Nomad Foods
Limited
|
Adjusted Financial
Information (continued)
|
|
Appendix 1:
Reconciliation from reported to organic revenue
growth/(decline)
|
|
Year on Year Growth
- December 31, 2022 compared with December 31,
2021:
|
|
|
Three Months
Ended
December 31, 2022
|
|
Twelve Months
Ended
December 31, 2022
|
|
|
|
YoY
change
|
|
YoY
change
|
|
|
Reported Revenue
Growth
|
6.6 %
|
|
12.8 %
|
|
|
|
|
|
|
|
|
Of which:
|
|
|
|
|
|
Organic Revenue
Growth/(Decline)
|
7.7 %
|
|
1.8 %
|
|
|
Acquisitions
|
— %
|
|
10.8 %
|
|
|
Translational FX
(a)
|
(1.1) %
|
|
0.2 %
|
|
|
Total
|
6.6 %
|
|
12.8 %
|
|
|
|
|
(a)
|
Translational FX is
calculated by translating data of the current and comparative
periods
using a budget foreign exchange rate that is set once a year as
part of the Company's
internal annual forecast process.
|
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
the Company's expectations regarding (i) its future operating and
financial performance, including its reiterated guidance with
respect
to Adjusted EPS, Adjusted EPS growth for 2023; and; (ii) its
ability to successfully capitalize on opportunities and maximize
value for its shareholders.
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)
the Company's ability to effectively mitigate factors that
negatively impact its supply of raw materials, including the
conflict in
Ukraine; (ii) the Company's
ability to successfully mitigate inflationary changes in the
market; (iii) the Company's ability to
successfully identify suitable acquisition targets and adequately
evaluate the potential performance of such acquisition targets;
(iv) the
Company's ability to successfully implement its strategies
(including its M&A strategy) and strategic initiatives and to
recognize the
anticipated benefits of such strategic initiatives; (v) the
Company's ability to accurately predict the performance of its
Green Cuisine
brand and the Findus Switzerland and Fortenova's frozen food
businesses' and their impact on the Company's growth; (vi)
the
Company's ability to effectively compete in its markets, including
the ability of Green Cuisine to effectively compete in
Continental
Europe; (vii) changes in consumer
preferences, such as meat substitutes, and the Company's failure to
anticipate and respond to such
changes or to successfully develop and renovate products; (viii)
the effects of reputational damage from unsafe or poor quality
food
products; (ix) the risk that securities markets will react
negatively to actions by the Company; (x) the adequacy of the
Company's cash
resources to achieve its anticipated growth agenda; (xi) increases
in operating costs, including labor costs, and the Company's
ability
to manage its cost structure; (xii) fluctuations in the
availability of food ingredients and packaging materials that the
Company uses in
its products; (xiii) the Company's ability to protect its brand
names and trademarks; (xiv) new regulations governing the import
and
export of goods between the UK and the European Union as a result
of Brexit, as well as the potential adverse impact of Brexit
on
currency exchange rates, global economic conditions and
cross-border agreements that affect the Company's business; (xv)
loss of the
Company's financial arrangements with respect to receivables
factoring; (xvi) the loss of any of the Company's major customers
or a
decrease in demand for its products; (xvii) economic conditions
that may affect the Company's future performance
including
exchange rate fluctuations; (xviii) the Company's ability to
successfully interpret and respond to key industry trends and to
realize the
expected benefits of its responsive actions; (xix) the Company's
failure to comply with, and liabilities related to, environmental,
health
and safety laws and regulations; (xx) changes in applicable laws or
regulations; and (xxi) 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.
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content:https://www.prnewswire.com/news-releases/nomad-foods-reports-fourth-quarter-and-full-year-2022-financial-results-301754396.html
SOURCE Nomad Foods Limited