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As Of Filer Filing For·On·As Docs:Size 2/27/20 Nomad Foods Ltd 6-K 12/31/19 2:629K |
Document/Exhibit Description Pages Size 1: 6-K Current Report by a Foreign Issuer HTML 15K 2: EX-99.1 Press Release HTML 227K
Exhibit |
• | Reported revenue increased 2% to €628 million |
• | Organic
revenue growth of 1.7% |
• | Reported Profit for the period of €46 million |
• | Adjusted EBITDA increased 15% to €116 million |
• | Adjusted
EPS of €0.32 |
• | Reported revenue increased 7% to €2,324 million |
• | Organic revenue growth of 2.1% |
• | Reported
Profit for the period of €154 million |
• | Adjusted EBITDA increased 15% to €432 million |
• | Adjusted EPS of €1.23 |
• | Revenue increased 2.2% to €628 million. Organic revenue growth of 1.7% was comprised of 3.2% growth in price and a 1.5%
decline in volume/mix. |
• | Adjusted gross profit increased 2% to €188 million. Adjusted gross margin was unchanged at 29.9% as favorable pricing, promotional efficiencies and mix were offset by cost of goods inflation. |
• | Adjusted operating expenses decreased 6% to €90 million,
reflecting a decline in Advertising and promotion expense of 11% to €34 million and Indirect expense of 3% to €56 million. |
• | Adjusted EBITDA increased 15% to €116 million, which included a benefit of €4.5 million related to IFRS 16. |
• | Adjusted
Profit after tax increased 22% to €63 million reflecting Adjusted EBITDA growth, lower finance costs and a lower effective tax rate. The impact of IFRS 16 reduced Adjusted Profit after tax by €0.2 million. |
• | Adjusted EPS increased 10% to €0.32. The impact of IFRS 16 was immaterial to this metric. Reported EPS was flat at €0.23. |
• | Revenue increased 7.0% to €2,324 million. Organic revenue growth of 2.1% was comprised of 3.8% growth in price and a 1.7% decline in volume/mix. |
• | Adjusted
gross profit increased 5.9% to €698 million. Adjusted gross margin declined 30 basis points to 30.0% as favorable pricing, promotional efficiencies were offset by cost of goods inflation and acquisition mix. |
• | Adjusted operating expenses increased 2% to €334 million, reflecting a decline in Advertising and promotion expense of 1% to €120 million and Indirect expense growth of 3%
to €215 million. |
• | Adjusted EBITDA increased 15% to €432 million, which included a benefit of €17.7 million related to IFRS 16. |
• | Adjusted Profit after tax increased 12% to €235 million, reflecting Adjusted EBITDA
growth, offset in part by higher finance costs. The impact of IFRS 16 reduced Adjusted Profit after tax by €2.0 million. |
• | Adjusted EPS increased 3.4% to €1.23 as Adjusted Profit growth was partly offset by an increased share count resulting from the public offering of ordinary shares in the first quarter of 2019. The impact of IFRS 16 adversely impacted this metric by €0.01. Reported EPS decreased 19.6% to €0.78. |
Three months ended December 31, 2019 | Three
months ended December 31, 2018 | ||||
€m | €m | ||||
Revenue | 628.4 | 614.8 | |||
Cost of sales | (440.7 | ) | (431.1 | ) | |
Gross
profit | 187.7 | 183.7 | |||
Other operating expenses | (96.5 | ) | (99.6 | ) | |
Exceptional items | (4.6 | ) | (6.0 | ) | |
Operating
profit | 86.6 | 78.1 | |||
Finance costs | (25.2 | ) | (19.9 | ) | |
Net financing costs | (25.2 | ) | (19.9 | ) | |
Profit
before tax | 61.4 | 58.2 | |||
Taxation | (15.5 | ) | (17.4 | ) | |
Profit for the period | 45.9 | 40.8 | |||
Attributable
to: | |||||
Equity owners of the parent | 46.0 | 41.1 | |||
Non-controlling interests | (0.1 | ) | (0.3 | ) | |
45.9 | 40.8 | ||||
Basic
earnings per share | |||||
Weighted average shares outstanding in millions | 196.4 | 175.8 | |||
Basic earnings per share in € | 0.23 | 0.23 | |||
Diluted
earnings per share | |||||
Weighted average shares outstanding in millions | 202.8 | 175.9 | |||
Diluted earnings per share in € | 0.23 | 0.23 |
Twelve months ended December 31, 2019 | Twelve months ended December 31,
2018 | ||||
€m | €m | ||||
Revenue | 2,324.3 | 2,172.8 | |||
Cost of sales | (1,626.4 | ) | (1,519.3 | ) | |
Gross
profit | 697.9 | 653.5 | |||
Other operating expenses | (359.9 | ) | (352.7 | ) | |
Exceptional items | (54.5 | ) | (17.7 | ) | |
Operating
profit | 283.5 | 283.1 | |||
Finance income | 2.5 | 1.6 | |||
Finance costs | (75.7 | ) | (57.6 | ) | |
Net
financing costs | (73.2 | ) | (56.0 | ) | |
Profit before tax | 210.3 | 227.1 | |||
Taxation | (56.7 | ) | (56.6 | ) | |
Profit
for the period | 153.6 | 170.5 | |||
Attributable to: | |||||
Equity
owners of the parent | 154.0 | 171.2 | |||
Non-controlling interests | (0.4 | ) | (0.7 | ) | |
153.6 | 170.5 | ||||
Basic
earnings per share | |||||
Weighted average shares outstanding in millions | 192.0 | 175.6 | |||
Basic earnings per share in € | 0.80 | 0.97 | |||
Diluted
earnings per share | |||||
Weighted average shares outstanding in millions | 198.4 | 175.8 | |||
Diluted earnings per share in € | 0.78 | 0.97 |
As at December 31, 2019 | As
at December 31, 2018 | ||||
€m | €m | ||||
Non-current assets | |||||
Goodwill | 1,862.9 | 1,861.0 | |||
Intangibles | 2,083.1 | 2,087.2 | |||
Property,
plant and equipment | 422.4 | 348.8 | |||
Other non-current assets | 1.9 | 2.6 | |||
Derivative financial instruments | 17.5 | 35.7 | |||
Deferred
tax assets | 96.4 | 68.7 | |||
Total non-current assets | 4,484.2 | 4,404.0 | |||
Current assets | |||||
Cash
and cash equivalents | 826.1 | 327.6 | |||
Inventories | 323.2 | 342.5 | |||
Trade and other receivables | 206.7 | 173.9 | |||
Indemnification
assets | 35.4 | 79.4 | |||
Short-term investments | 25.0 | — | |||
Derivative financial instruments | 3.9 | 13.4 | |||
Total
current assets | 1,420.3 | 936.8 | |||
Total assets | 5,904.5 | 5,340.8 | |||
Current liabilities | |||||
Trade
and other payables | 525.2 | 571.6 | |||
Current tax payable | 217.2 | 201.2 | |||
Provisions | 40.9 | 44.3 | |||
Loans
and borrowings | 27.7 | 21.4 | |||
Derivative financial instruments | 12.1 | 1.5 | |||
Total current liabilities | 823.1 | 840.0 | |||
Non-current
liabilities | |||||
Loans and borrowings | 1,847.6 | 1,742.9 | |||
Employee benefits | 237.5 | 200.6 | |||
Other
non-current liabilities | 2.7 | 1.3 | |||
Provisions | 5.9 | 69.4 | |||
Derivative financial instruments | 32.8 | 35.4 | |||
Deferred
tax liabilities | 398.2 | 392.1 | |||
Total non-current liabilities | 2,524.7 | 2,441.7 | |||
Total liabilities | 3,347.8 | 3,281.7 | |||
Net
assets | 2,556.7 | 2,059.1 | |||
Equity attributable to equity holders | |||||
Share capital and capital reserve | 2,095.4 | 1,748.5 | |||
Share
based compensation reserve | 22.6 | 9.4 | |||
Founder Preferred Share Dividend reserve | 370.1 | 372.6 | |||
Translation reserve | 94.8 | 88.8 | |||
Cash
flow hedging reserve | (13.2 | ) | 8.5 | ||
Accumulated deficit reserve | (11.8 | ) | (167.9 | ) | |
Equity attributable to owners of the parent | 2,557.9 | 2,059.9 | |||
Non-controlling
interests | (1.2 | ) | (0.8 | ) | |
Total equity | 2,556.7 | 2,059.1 |
For the Year ended December 31, 2019 | For
the Year ended December 31, 2018 | ||||
€m | €m | ||||
Cash flows from operating activities | |||||
Profit for the period | 153.6 | 170.5 | |||
Adjustments
for: | |||||
Exceptional items | 54.5 | 17.7 | |||
Non-cash fair value purchase price adjustment of inventory | — | 5.7 | |||
Share
based payment expense | 14.9 | 13.0 | |||
Depreciation and amortization | 68.3 | 46.3 | |||
Loss on disposal and impairment of property, plant and equipment | 0.6 | 0.3 | |||
Net
finance costs | 73.2 | 56.0 | |||
Taxation | 56.7 | 56.6 | |||
Operating cash flow before changes in working capital, provisions and exceptional items | 421.8 | 366.1 | |||
Decrease/(increase)
in inventories | 23.5 | (20.2 | ) | ||
Increase in trade and other receivables | (34.4 | ) | (10.8 | ) | |
(Decrease)/increase in trade and other payables | (40.6 | ) | 64.5 | ||
Increase/(decrease)
in employee benefits and other provisions | 6.6 | (2.0 | ) | ||
Cash generated from operations before tax and exceptional items | 376.9 | 397.6 | |||
Cash flows relating to exceptional items | (15.9 | ) | (43.4 | ) | |
Tax
paid | (45.6 | ) | (32.9 | ) | |
Net cash generated from operating activities | 315.4 | 321.3 | |||
Cash flows from investing activities | |||||
Purchase
of subsidiaries, net of cash acquired | (1.5 | ) | (471.6 | ) | |
Purchase of property, plant and equipment and intangibles | (47.3 | ) | (41.6 | ) | |
Purchase
of investments | (25.0 | ) | — | ||
Cash used in investing activities | (73.8 | ) | (513.2 | ) | |
Cash flows from financing activities | |||||
Proceeds
from issuance of ordinary shares | 354.1 | 0.1 | |||
Share issuance costs | (11.1 | ) | — | ||
Proceeds from new loans and notes | 2.0 | 355.6 | |||
Repayment
of loan principal | (22.2 | ) | (5.9 | ) | |
Payment of lease liabilities | (21.8 | ) | — | ||
Payment of financing fees | — | (2.6 | ) | ||
Interest
paid | (48.4 | ) | (45.3 | ) | |
Interest received | 2.4 | 0.2 | |||
Other financing cash flows | (3.6 | ) | 0.6 | ||
Net
cash provided by financing activities | 251.4 | 302.7 | |||
Net increase in cash and cash equivalents | 493.0 | 110.8 | |||
Cash and cash equivalents at beginning of period | 327.6 | 219.2 | |||
Effect
of exchange rate fluctuations | 4.2 | (2.4 | ) | ||
Cash and cash equivalents at end of period* | 824.8 | 327.6 |
€ in millions, except per share data | As reported for the three months ended December 31, 2019 | Adjustments | As
adjusted for the three months ended December 31, 2019 | |||||||
Revenue | 628.4 | — | 628.4 | |||||||
Cost of sales | (440.7 | ) | — | (440.7 | ) | |||||
Gross
profit | 187.7 | — | 187.7 | |||||||
Other operating expenses | (96.5 | ) | 6.4 | (a) | (90.1 | ) | ||||
Exceptional
items | (4.6 | ) | 4.6 | (b) | — | |||||
Operating profit | 86.6 | 11.0 | 97.6 | |||||||
Finance
income | — | — | — | |||||||
Finance costs | (25.2 | ) | 8.7 | (16.5 | ) | |||||
Net
financing costs | (25.2 | ) | 8.7 | (c) | (16.5 | ) | ||||
Profit before tax | 61.4 | 19.7 | 81.1 | |||||||
Taxation | (15.5 | ) | (2.9 | ) | (d) | (18.4 | ) | |||
Profit
for the period | 45.9 | 16.8 | 62.7 | |||||||
Profit
attributable to: | ||||||||||
Equity owners of the parent | 46.0 | 16.8 | 62.8 | |||||||
Non-controlling
interests | (0.1 | ) | — | (0.1 | ) | |||||
45.9 | 16.8 | 62.7 | ||||||||
Weighted
average shares outstanding in millions - basic | 196.4 | — | 196.4 | |||||||
Basic earnings per share | 0.23 | 0.32 | ||||||||
Weighted
average shares outstanding in millions - diluted | 202.8 | (6.4 | ) | (e) | 196.4 | |||||
Diluted earnings per share | 0.23 | 0.32 |
(a) | Share
based payment charge including employer payroll taxes of €6.2 million and non-operating M&A related costs of €0.2 million. |
(b) | Exceptional items which management believes are non-recurring and do not have a continuing impact. See table ‘EBITDA and Adjusted EBITDA (unaudited) three months ended December 31, 2019’ for a detailed list of exceptional items. |
(c) | Elimination of €5.5
million of foreign exchange translation losses and €3.2 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. |
(e) | Adjustment to eliminate the dilutive effect of the Founder Preferred Share Dividend earned as of December 31, 2019 but for which shares were issued on January
2, 2020. |
€ in millions | As reported for the three months ended December 31, 2019 | |||
Profit for the period | 45.9 | |||
Taxation | 15.5 | |||
Net
financing costs | 25.2 | |||
Depreciation and amortization | 18.3 | |||
EBITDA | 104.9 | |||
Exceptional
items: | ||||
Brexit | 1.6 | (a) | ||
Findus Group integration costs | 0.5 | (b) | ||
Goodfella's
Pizza & Aunt Bessie's integration costs | 3.8 | (c) | ||
Factory optimization | 3.6 | (d) | ||
Settlement of legacy matters | (4.9 | ) | (e) | |
Other
Adjustments: | ||||
Other add-backs | 6.4 | (f) | ||
Adjusted EBITDA(g) | 115.9 |
(a) | Non-recurring
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. |
(b) | Non-recurring expenses related to the roll-out of the Nomad ERP system following the acquisition of the Findus Group in November 2015. |
(c) | Non-recurring expenses associated with the integration of the Goodfella's pizza business in April 2018 and the Aunt Bessie's business in July 2018. |
(d) | Non-recurring
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. |
(e) | Non-recurring income and expenses associated with tax and other liabilities relating to periods prior to acquisition of the Findus and Iglo Groups. |
(f) | Represents the elimination of share based payment expenses including employer payroll taxes of €6.2
million and elimination of non-operating M&A related costs of €0.2 million. We exclude these 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. |
(g) | Adjusted EBITDA margin of 18.4% for the three months ended December 31, 2019 is calculated by dividing Adjusted EBITDA by Revenue of €628.4 million. |
€
in millions, except per share data | As reported for the three months ended December 31, 2018 | Adjustments | As Adjusted for the three months ended December 31, 2018 | |||||||
Revenue | 614.8 | — | 614.8 | |||||||
Cost
of sales | (431.1 | ) | — | (431.1 | ) | |||||
Gross profit | 183.7 | — | 183.7 | |||||||
Other
operating expenses | (99.6 | ) | 3.8 | (a) | (95.8 | ) | ||||
Exceptional items | (6.0 | ) | 6.0 | (b) | — | |||||
Operating
profit | 78.1 | 9.8 | 87.9 | |||||||
Finance income | — | — | — | |||||||
Finance
costs | (19.9 | ) | (0.7 | ) | (20.6 | ) | ||||
Net financing costs | (19.9 | ) | (0.7 | ) | (c) | (20.6 | ) | |||
Profit
before tax | 58.2 | 9.1 | 67.3 | |||||||
Taxation | (17.4 | ) | 1.7 | (d) | (15.7 | ) | ||||
Profit
for the period | 40.8 | 10.8 | 51.6 | |||||||
Profit
attributable to: | ||||||||||
Equity owners of the parent | 41.1 | 10.8 | 51.9 | |||||||
Non-controlling
interests | (0.3 | ) | — | (0.3 | ) | |||||
40.8 | 10.8 | 51.6 | ||||||||
Weighted
average shares outstanding in millions - basic | 175.8 | 175.8 | ||||||||
Basic earnings per share | 0.23 | 0.29 | ||||||||
Weighted
average shares outstanding in millions - diluted | 175.9 | (0.2 | ) | (e) | 175.7 | |||||
Diluted earnings per share | 0.23 | 0.29 |
(a) | Share
based payment expense including employer payroll taxes. |
(b) | Exceptional items which management believes are non-recurring and do not have a continuing impact. See table ‘EBITDA and Adjusted EBITDA (unaudited) three months ended December 31, 2018’ for a detailed list of exceptional items. |
(c) | Elimination of €1.0 million of gains on foreign currency derivatives as well as €0.3 million of foreign exchange translation losses. |
(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. |
(e) | Adjustment to eliminate the dilutive effect of the Founder Preferred Share Dividend earned as of December 31, 2018 but for which shares were issued on January 2, 2019. |
€ in millions | As reported for the three months ended
December 31, 2018 | |||
Profit for the period | 40.8 | |||
Taxation | 17.4 | |||
Net
financing costs | 19.9 | |||
Depreciation and amortization | 12.7 | |||
EBITDA | 90.8 | |||
Exceptional
items: | ||||
Supply chain reconfiguration | (0.1 | ) | (a) | |
Findus Group integration costs | 3.3 | (b) | ||
Goodfella's
Pizza & Aunt Bessie's integration costs | 5.3 | (c) | ||
Factory optimization | 0.7 | (d) | ||
Settlement of legacy matters | (3.2 | ) | (e) | |
Other
Adjustments: | ||||
Other add-backs | 3.8 | (f) | ||
Adjusted EBITDA(g) | 100.6 |
(a) | Supply
chain reconfiguration costs following the closure of the factory in Bjuv, Sweden. Following the closure in 2017, the Company has incurred costs relating to the relocation of production to other factories. The costs are partially offset by income from the disposal of the remaining tangible assets. |
(b) | Non-recurring costs related to the roll-out of the Nomad ERP system following the acquisition of the Findus Group in November 2015. |
(c) | Non-recurring
costs associated with the integration of the Goodfella's pizza business in April 2018 and the Aunt Bessie's business in July 2018. |
(d) | Non-recurring costs 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. |
(e) | Non-recurring income and expenses associated with liabilities relating to periods prior to acquisition of the Findus and Iglo Groups, settlements
of tax audits, settlements of contingent consideration for acquisitions and other liabilities relating to periods prior to acquisition of the Findus and Iglo businesses by the Company including an income of €2.7 million recognized on settlement of contingent consideration for the purchase of the La Cocinera acquisition. |
(f) | Represents the elimination of share based payment charges including employer payroll taxes. |
(g) | Adjusted EBITDA margin
of 16.4% for the three months ended December 31, 2018 is calculated by dividing Adjusted EBITDA by Revenue of €614.8 million. |
€
in millions, except per share data | As reported for the twelve months ended December 31, 2019 | Adjustments | As adjusted for the twelve months ended December 31, 2019 | |||||||
Revenue | 2,324.3 | — | 2,324.3 | |||||||
Cost
of sales | (1,626.4 | ) | — | (1,626.4 | ) | |||||
Gross profit | 697.9 | — | 697.9 | |||||||
Other
operating expenses | (359.9 | ) | 25.7 | (a) | (334.2 | ) | ||||
Exceptional items | (54.5 | ) | 54.5 | (b) | — | |||||
Operating
profit | 283.5 | 80.2 | 363.7 | |||||||
Finance income | 2.5 | — | 2.5 | |||||||
Finance
costs | (75.7 | ) | 8.8 | (66.9 | ) | |||||
Net financing costs | (73.2 | ) | 8.8 | (c) | (64.4 | ) | ||||
Profit
before tax | 210.3 | 89.0 | 299.3 | |||||||
Taxation | (56.7 | ) | (7.5 | ) | (d) | (64.2 | ) | |||
Profit
for the period | 153.6 | 81.5 | 235.1 | |||||||
Profit
attributable to: | ||||||||||
Equity owners of the parent | 154.0 | 81.5 | 235.5 | |||||||
Non-controlling
interests | (0.4 | ) | — | (0.4 | ) | |||||
153.6 | 81.5 | 235.1 | ||||||||
Weighted
average shares outstanding in millions - basic | 192.0 | — | 192.0 | |||||||
Basic earnings per share | 0.80 | 1.23 | ||||||||
Weighted
average shares outstanding in millions - diluted | 198.4 | (6.4 | ) | (e) | 192.0 | |||||
Diluted earnings per share | 0.78 | 1.23 |
(a) | Share
based payment charge including employer payroll taxes of €22.4 million and non-operating M&A related costs of €3.3 million. |
(b) | Exceptional items which management believes are non-recurring and do not have a continuing impact. See table ‘EBITDA and Adjusted EBITDA (unaudited) twelve months ended December 31, 2019’ for a detailed list of exceptional items. |
(c) | Elimination of €3.9
million of foreign exchange translation losses and €4.9 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. |
(e) | Adjustment to eliminate the dilutive effect of the Founder Preferred Share Dividend earned as of December 31, 2019 but for which shares were issued on January
2, 2020. |
€
in millions | As reported for the twelve months ended December 31, 2019 | |||
Profit for the period | 153.6 | |||
Taxation | 56.7 | |||
Net
financing costs | 73.2 | |||
Depreciation and amortization | 68.3 | |||
EBITDA | 351.8 | |||
Exceptional
items: | ||||
Brexit | 1.6 | (a) | ||
Supply chain reconfiguration | (3.6 | ) | (b) | |
Findus
Group integration costs | 3.5 | (c) | ||
Goodfella's Pizza & Aunt Bessie's integration costs | 12.5 | (d) | ||
Factory optimization | 5.7 | (e) | ||
Release
of indemnification assets | 44.0 | (f) | ||
Settlement of legacy matters | (9.2 | ) | (g) | |
Other Adjustments: | ||||
Other
add-backs | 25.7 | (h) | ||
Adjusted EBITDA(i) | 432.0 |
(a) | Non-recurring 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. |
(b) | Supply chain reconfiguration relates to activities associated with the closure of the Bjuv manufacturing facility in Sweden which ceased production in 2017. The income relates to the sale of the agricultural land which completed in May 2019 and the finalization of consideration received for the sale of the industrial property which completed in 2018. |
(c) | Non-recurring
costs related to the roll-out of the Nomad ERP system following the acquisition of the Findus Group in November 2015. |
(d) | Non-recurring costs associated with the integration of the Goodfella's pizza business in April 2018 and the Aunt Bessie's business in July 2018. |
(e) | Non-recurring costs 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. |
(f) | Non-recurring
charge in 2019 for the release of shares held in escrow as part of the consideration on the acquisition of the Findus Group. |
(g) | Non-recurring income and expenses associated with tax and other liabilities relating to periods prior to acquisition of the Findus and Iglo Groups. |
(h) | Represents the elimination of share based payment expenses including employer payroll taxes of €22.4 million and elimination of non-operating M&A related costs of €3.3
million. We exclude these 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. |
(i) | Adjusted EBITDA margin of 18.6% for the twelve months ended December 31, 2019 is calculated by dividing Adjusted EBITDA by Revenue of €2,324.3 million. |
€
in millions, except per share data | As reported for the twelve months ended December 31, 2018 | Adjustments | As Adjusted for the twelve months ended December 31, 2018 | |||||||
Revenue | 2,172.8 | — | 2,172.8 | |||||||
Cost
of sales | (1,519.3 | ) | 5.7 | (a) | (1,513.6 | ) | ||||
Gross profit | 653.5 | 5.7 | 659.2 | |||||||
Other
operating expenses | (352.7 | ) | 23.6 | (b) | (329.1 | ) | ||||
Exceptional items | (17.7 | ) | 17.7 | (c) | — | |||||
Operating
profit | 283.1 | 47.0 | 330.1 | |||||||
Finance income | 1.6 | (1.4 | ) | 0.2 | ||||||
Finance
costs | (57.6 | ) | (2.4 | ) | (60.0 | ) | ||||
Net financing costs | (56.0 | ) | (3.8 | ) | (d) | (59.8 | ) | |||
Profit
before tax | 227.1 | 43.2 | 270.3 | |||||||
Taxation | (56.6 | ) | (4.7 | ) | (e) | (61.3 | ) | |||
Profit
for the period | 170.5 | 38.5 | 209.0 | |||||||
Profit
attributable to: | ||||||||||
Equity owners of the parent | 171.2 | 38.5 | 209.7 | |||||||
Non-controlling
interests | (0.7 | ) | — | (0.7 | ) | |||||
170.5 | 38.5 | 209.0 | ||||||||
Weighted
average shares outstanding in millions - basic | 175.6 | — | 175.6 | |||||||
Basic earnings per share | 0.97 | 1.19 | ||||||||
Weighted
average shares outstanding in millions - diluted | 175.8 | (0.2 | ) | (f) | 175.6 | |||||
Diluted earnings per share | 0.97 | 1.19 |
(a) | Non-cash
fair value uplift of inventory recorded as part of the Goodfella's Pizza and Aunt Bessie's purchase price accounting. |
(b) | Share based payment expense including employer payroll taxes of €14.7 million and non-operating M&A related costs of €8.9 million. |
(c) | Exceptional items which management believes are non-recurring and do not have a continuing impact. See table ‘EBITDA and Adjusted EBITDA (unaudited) twelve months ended December 31, 2018’ for a detailed list of exceptional
items. |
(d) | Elimination of €1.1 million of costs incurred as part of the new debt drawn down on June 20, 2018, €0.3 million of foreign exchange translation losses and €5.2 million of gains on foreign currency 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. |
(f) | Adjustment
to eliminate the dilutive effect of the Founder Preferred Share Dividend earned as of December 31, 2018 but for which shares were issued on January 2, 2019. |
€ in millions | As reported for the twelve months ended December 31, 2018 | |||
Profit
for the period | 170.5 | |||
Taxation | 56.6 | |||
Net financing costs | 56.0 | |||
Depreciation
and amortization | 46.3 | |||
EBITDA | 329.4 | |||
Acquisition purchase price adjustments | 5.7 | (a) | ||
Exceptional
items: | ||||
Supply chain reconfiguration | 1.2 | (b) | ||
Findus Group integration costs | 10.4 | (c) | ||
Goodfella's
Pizza & Aunt Bessie's integration costs | 8.3 | (d) | ||
Factory optimization | 1.6 | (e) | ||
Settlement of legacy matters | (3.8 | ) | (f) | |
Other
Adjustments: | ||||
Other add-backs | 23.6 | (g) | ||
Adjusted EBITDA(h) | 376.4 |
(a) | Non-cash
fair value uplift of inventory recorded as part of the Goodfella's Pizza and Aunt Bessie's purchase price accounting. |
(b) | Supply chain reconfiguration costs following the closure of the factory in Bjuv, Sweden. Following the closure in 2017, the Company has incurred costs relating to the relocation of production to other factories. The costs are partially offset by income from the disposal of the remaining tangible assets. |
(c) | Non-recurring
costs related to the roll-out of the Nomad ERP system following the acquisition of the Findus Group in November 2015. |
(d) | Non-recurring costs associated with the integration of the Goodfella's pizza business in April 2018 and the Aunt Bessie's business in July 2018. |
(e) | Non-recurring costs 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. |
(f) | Non-recurring
income and costs associated with liabilities relating to periods prior to acquisition of the Findus and Iglo Groups, settlements of tax audits, settlements of contingent consideration for acquisitions and other liabilities relating to periods prior to acquisition of the Findus and Iglo businesses by the Company. This includes an income of €2.7 million recognized on settlement of contingent consideration for the purchase of the La Cocinera acquisition and net income of €0.7 million associated with settlements of tax audits. |
(g) | Represents the elimination of share based payment expenses including employer payroll taxes of €14.7 million and elimination of non-operating
M&A related costs of €8.9 million. We exclude these 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. |
(h) | Adjusted EBITDA margin of 17.3% for the twelve months ended December 31, 2018 is calculated by dividing Adjusted EBITDA by Revenue of €2,172.8 million. |
Three Months Ended December
31, 2019 | Twelve Months Ended December 31, 2019 | ||||
YoY Growth | YoY Growth | ||||
Reported Revenue Growth | 2.2 | % | 7.0 | % | |
Of
which: | |||||
Organic Revenue Growth | 1.7 | % | 2.1 | % | |
Acquisitions | — | % | 4.9 | % | |
Translational
FX (a) | 0.5 | % | — | % | |
Total | 2.2 | % | 7.0 | % |
(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. |
This ‘6-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/27/20 | |||
1/2/20 | 6-K | |||
For Period end: | 12/31/19 | |||
1/2/19 | 6-K | |||
12/31/18 | 20-F, 6-K | |||
6/20/18 | ||||
List all Filings |