Slides
Page 1
June 2025dbAccess Global Consumer Conference1
Page 2
This Presentation has been prepared and issued by Nomad Foods Limited (the “Company”). This Presentation has been provided solely for information and background. The information in this Presentation is provided as at the date of the Presentation (unless stated otherwise). This Presentation does not constitute or form part of, and should not be construed as: (i) an offer, solicitation or invitation to subscribe for, sell or issue, underwrite or otherwise acquire any securities or financial instruments, nor shall it, or the fact of its communication, form the basis of, or be relied upon in connection with, or act as any inducement to enter into any contract or commitment whatsoever with respect to such securities or financial instruments, or (ii) any form of financial opinion, recommendation or investment advice with respect to any securities or financial instruments.Certain statements and matters discussed in this Presentation may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “aim”, “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intend”, “may”, “should”, “strategy”, “will” and words of similar meaning, including all matters that are not historical facts. This Presentation includes forward-looking statements about the Company’s expectations regarding: (i) its future operating and financial performance, including its expectations regarding sales trends, margins, capital expenditures, market share performance, and organic sales growth, (ii) its 2025 guidance, including with respect to revenue, revenue growth, organic revenue, organic revenue growth, Adjusted free cash flow conversion, Adjusted EBITDA growth, gross margin, Adjusted EPS, and Adjusted EPS growth, (iii) its cost savings and overhead expenses, (iv) cash flows and sustainable, long-term growth, (v) its continued investment in A&P and the long-term business, (vi) per capita consumption, (vii) its innovation and renovation, including the expected timing, acceleration and success of new and improved products, and the impact of innovation on sales rates in 2025, (viii) customer demographics and demand, (ix) its ability to achieve a tenth consecutive year of sales and EBITDA growth, (x) growth in the frozen food category, including industry trends, long-term growth opportunities and the Company’s advantages, (xi) the drivers of its organic growth, including its capital allocation strategy, (xii) its ability to offset higher costs with incremental pricing and any potential impacts to gross margin, (xiii) its Must Win Battles, including the Company’s superiority in such Must Win Battles, (xiv) adjusted free cash flow over the next three years, and (xvi) its ability to deliver topline growth and maximize shareholder returns, including through future dividends and share repurchases and any potential M&A activity. The forward-looking statements in this Presentation speak only as of the date hereof and are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.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) disruptions or inefficiencies in the Company’s operations or supply chain, including as a result of the conflict in Ukraine or trade conflicts; (iv) the Company’s ability to successfully implement its strategies (Including its M&A and A&P strategies) or strategic initiatives and recognize the anticipated benefits of such strategic initiatives; (v) innovations introduced to the markets and the Company’s ability to accurately forecast the brands’ performance; (vi) the Company’s ability to effectively compete in its markets, including the ability to capture a greater share of the frozen food market; (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 impact of a pandemic on the Company’s business, suppliers, co-manufacturers, distributors, transportation or logistics providers, customers, consumers and employees, and the Company’s ability to maintain the health and safety of its workforce;; (ix) the effects of reputational damage from unsafe or poor quality food products; (x) increases in operating costs, including labor costs, and the Company’s ability to manage its cost structure; (xi) fluctuations in the availability of food ingredients and packaging materials that the Company uses in its products; (xii) the Company’s ability to protect its brand names and trademarks; (xiii) the Company’s ability to prevent, or remediate, any future cybersecurity incidents; (xiv) the loss of any of the Company’s major customers or a decrease in demand for its products; (xv) economic conditions that may affect the Company’s future performance including exchange rate fluctuations and trade conflicts; (xvi) the Company’s ability to remediate any material weaknesses in its internal control over financial reporting; and (xvii) 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. Other than in accordance with its legal or regulatory obligations, the Company is not under any obligation and the Company and its affiliates expressly disclaim any intention, obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This Presentation shall not, under any circumstances, create any implication that there has been no change in the business or affairs of the Company since the date of this Presentation or that the information contained herein is correct as at any time subsequent to its date. No statement in this Presentation is intended as a profit forecast or estimate. Unless otherwise indicated, market and competitive position data in this Presentation has been published by Nielsen or Euromonitor. Given this data has been obtained from industry publications and surveys or studies conducted by third-party sources, there are limitations with respect to the availability, accuracy, completeness and comparability of such data. The Company has not independently verified such data, can provide no assurance of its accuracy or completeness and is not under any obligation to update, complete, revise or keep current the information contained in this Presentation. Certain statements in this document regarding the market and competitive position data are based on the internal analyses of the Company, which involves certain assumptions and estimates. These internal analyses have not been verified by any independent sources and there can be no assurance that the assumptions or estimates are accurate.This Presentation includes certain additional key performance indicators which are considered non-IFRS financial measures including, but not limited to, organic revenue growth, Adjusted EBITDA, Adjusted EPS, Adjusted EPS growth, Adjusted EBITDA growth, Adjusted operating expenses, Adjusted net income, Adjusted Free Cash Flow and Adjusted Free Cash Flow Conversion. Nomad Foods believes these non-IFRS financial measures provide an important alternative measure with which to monitor and evaluate the Company’s ongoing financial results, as well as to reflect its acquisitions. Nomad Foods’ calculation of these financial measures may be different from the calculations used by other companies and comparability may therefore be limited. You should not consider the Company’s non-IFRS financial measures an alternative or substitute for the Company’s reported results. For a reconciliation of these non- IFRS financial measures to the most directly comparable IFRS measures, refer to the Appendix to this Presentation. The Company is unable to reconcile, without unreasonable efforts, Adjusted EBITDA and Adjusted EPS guidance to the most directly comparable IFRS measures. Disclaimer 2
Page 3
We Have a Category Advantage We Have a Portfolio AdvantageWe Have a Strategy That is Working What We Want You to Take Away From Today 3
Page 4
Results Demonstrate Our Growth Advantage *Represents a non-IFRS measure. Please see Appendix for a reconciliation of these non-IFRS measures to their directly comparable measures Adjusted EPS* 10% CAGR €0.842016 2017 2018 2019 2020 2021 2022 2023 2024 Revenues 6% CAGR€1.9billion€3.1billion 2016 2017 2018 2019 2020 2021 2022 2023 2024Adjusted EBITDA* 7% CAGR €325million€565million2016 2017 2018 2019 2020 2021 2022 2023 2024 €1.78Impactin 2023from higherinterestcost4
Page 5
Top European Frozen Food CompaniesRetail Sales (€, Billion)€55.4 bn European Frozen Retail Sales Food€ 39.2 bnFoodIce Cream€ 16.2 bnIce Cream€4.1billion€3.8billion€1.5billion €2.6billionA Pure Play European Frozen Food Leader Source: : NielsenIQ Multi-country | GTX SPG MONTHLY | Entire dataset, Currency: EURO, MAT P10’24.5
Page 6
1930’s -1960’sBirds Eye, iglo and Findus brands are launched across EuropeEarly 2000’sUnilever and Nestle divest frozen savory assets to private equity ownership 2015is created and consolidates the Birds Eye, iglo and Findus brands 2018Goodfella’s Pizza and Aunt Bessie’s are acquired2020Findus Switzerland is acquired2021Expanded into Southeastern Europe with acquisition of Ledo and Frikombrands 2025 is the 10th Anniversary for Nomad Foods,but our Brands Have Nearly a Century of Rich Heritage 6
Page 7
Our Brands Lead #1PREFERENCEIN 12/15 MARKETS#1BRAND AWARENESS IN 12/15 MARKETS46%Weighted average value market share in our top 25 must-win battles (37% volume share)2.6xHigher market share than all other branded competitors combined in our top 25 must-win battles. Great Brands with Leading Market Share & Equity Source: NielsenIQ and Circana, 12-wks ending P10 2024 #1BRAND EQUITY IN13/15 MARKETS7
Page 8
ConvenienceFamilies spend an average of25 minutespreparing their main meal.68% of consumers agree that frozen food provides some short-cuts compared to chilled/fresh food, thereby saving them time.Value93% of European consumers have changed the waythey shop to manage expenditures.Meals made from frozen cost€2-3 lesscompared to chilled equivalents.SustainabilityFrozen Food reduces waste which is good for the planet and saves consumers and retailers money.43%...of shoppers prefer to buyfrozen food as it reduces waste. Frozen is an Advantaged Category in Europe, Backed by Secular Trends Source: Kantar; Institute of Grocery Distribution; Manchester Food Research Centre; Bounce Research in UK/IT/DE8
Page 9
Air Fryer Adoption Drives Frozen Convenience and Quality Higher Source: Spisefakta 202430% France35% Austria44%Germany 45%Italy 41%Sweden UK 21%Croatia 59%% Air Fryer Ownership 88%using thisat least weekly9
Page 10
Total Europe YoY Value Sales GrowthResults Demonstrate European Frozen Food’s Growth Advantage Source: Global Data, Eastern & Western Europe; * 2024 sourced from Nielsen and Circana data. 20140%2015 2016 2017 2018 2019 2020 2021 2022 2023 2024*10-yr CAGR:Frozen 3.2%Total Food 2.5%FrozenFood 10
Page 11
18.215.011.911.010.99.99.4 9.48.28.17.87.37.25.33.23.0 3.0Frozen Food Annual Volume (kg.) Per Capita ConsumptionA Long Runway of Growth Source: Global Data & NIQ – Total Frozen Food excluding Ice cream; https://worldometers.info11
Page 12
Frozen skews towards protein and vegetables which account for2/3rdof our revenue 2023Nomad Foods RevenueSplitOthers16%Meals 17%Vegetables25%Poultry 9%Fish & Seafood 33%Protein,42%Our Portfolio Skews Towards Nutritious FoodNutrition Source: Nomad Foods 1H 2024 Net Sales12
Page 13
2024 2025E2023 Fueling the Growth with A&PAdvertising and Promotion Spending+14% YoY+7% YoY13
Page 14
2024 2025E20234.2%Near 5% Implement and LaunchDevelopDesignDiscover and DefineFrame the ChallengeProduct Innovation WheelRamping InnovationYear 2 innovation as a percent of revenue Note: Innovation defined as new products introduced within the past two years14
Page 15
Accelerating Renovation * Based on internal projections Our tastiest ever recipe!Brand New for H2 202536%48%60%2024 2025*2023ParitySuperior Quality Perception80%2027*
Page 16
Our Top Two PrioritiesMust Win BattlesGrow our core profitableMust Win BattlesGrowth PlatformsExpand our Portfolio through Growth Platforms Growth AccretiveANDMargin AccretiveFocused Investment 16
Page 17
Innovating Behind our Growth Platforms: Poultry Source: Circana & Nielsen; 52 wks ending P3, 2025 Nomad Poultry Market Share122 159Austria24%23.7%23.2%Ireland UK Italy Spain France NetherlandsGermany0.2%0% 63 15.1%8.6%Frozen Poultry Market Size (€m)421,1561111527882.1%17
Page 18
Innovating Behind our Growth Platforms: Potatoes Source: Circana & Nielsen; 52 wks ending P3, 2025182 56 211 212Belgium0.9%Ireland France UK Germany Spain NetherlandsItaly0.5%0.3%0% 24.9%16.6%13.6%9.5%Nomad Potato Market ShareFrozen Potato Market Size (€m)5991,51529470618
Page 19
Innovating in Meals 19
Page 20
Keeping our Fish Portfolio Fresh 20
Page 21
Keeping our Fish Portfolio Fresh 21
Page 22
22
Page 23
Loaded Burgers Chicken Wings Tenders & Chunks Fillet Burgers Scaling our Poultry Portfolio 23
Page 24
24
Page 25
NEWProductDelighting Our Consumers with Ice Cream NEWPackaging NEWmarketing25
Page 26
26
Page 27
Market Share has Stabilized Source: NielsenIQ & Circana R12 wk Value ShareR4 wk Value Share60804020-20-40-60-80-100-120P1 P2 P3 P4 P5 P6 P7 P8 P9 P10 P11 P12 P13 P1 P2 P3 P420252024YoY Share pt change (bps)Inflated | Deflated by seasonal timingshifts in the measured period. 27
Page 28
Category Growth is Strong Source: *NielsenIQ & Circana; ** Circana October Demand Signals report, 52 wks ending March, 2025 YoY Unit % Change, L52 wks** 0.5%1.5%European Frozen Category Growth, rolling 12 wk period*2024 2025P1P2P3P4P5P6P7P8P9P10P11P12P13P1P2P3P4Volume Value-2.0%-1.0%0.0%1.0%2.0%3.0%4.0%5.0%6.0% ConfectioneryBaby FoodAlcoholBaby Non FoodPet FoodPet Non FoodDrinksAmbientTotalPersonal CareHouseholdFrozenChilled & Fresh-5.0%-4.0%-3.0%-2.0%-1.0%0.0%1.0%2.0%3.0%28
Page 29
YoY Reported Volume Growth-9.7%-12.0%-12.7%-8.0%-2.2%3Q23 4Q23 1Q24 2Q24 3Q24 4Q242Q231Q23With 2.5% ERPheadwind1.6%0.7%The Strategy & Investment is Working Source: Company Data 4.7%-3.7%1Q25With 4% destock & Easter headwind29
Page 30
90%+0-2%growth€1 .82-€1.892%-6% growth0-2%growthOrganic Revenue**Adjusted Cash Flow Conversion**Adjusted EPS**Adjusted EBITDA**2025 Guidance $2.07- $2.15**2025 Adjusted EPS guidance range converted to USD, the currency in which Nomad Foods shares trade, for illustrative purposes and based on USD/EUR FX rate of 1.14 as of May 29, 2025.**Represents a non-IFRS measure. Please see Appendix for a reconciliation of these non-IFRS measures to their directly comparable measures30
Page 31
€2.1bn of adjusted Free Cash Flow from 2017-2024104% of Adjusted Profit20242019201750100015020025030035020232022202120202018 Elevated working capital to ensure supply securityTrack Record of Cash GenerationGrowth targets implyapproximately€850 mn*of adjusted free cash flow over the next 3 years(‘25-27),orover 1/3rd of our market capat 5/29/25 exchange rates.Source: Company filings* Based on FY25 guidance and long-term growth targets for FY26 and FY2731
Page 32
Track Record of Accretive Capital Deployment Source: Company filings; Dividend yield as of May 22, 2025 share price. 2015is created and consolidates the BirdsEye, iglo and Findus brands 2018Goodfella’s Pizza and Aunt Bessie’s are acquired2020Findus Switzerland is acquired2021Expanded into Southeastern Europe with acquisition of Ledo and Frikom brands €1.2 bndeployed for Accretive M&Afrom 2018-20212023 20242022 Cash return to shareholders via opportunistic buybacks & dividend has been the recent priorityDividend2023Share Repurchase2022Net-Debt Reduction2001501005002502024Recent $0.17 quarterly dividend implies 3.8%+ annualized yield32
Page 33
Thank you. 33
Page 34
Questions?34
Page 35
Appendix35
Page 36
The following tables have been included to allow users to reconcile Non-IFRS financial measures as well as Adjusted financial information included within this presentation to reported IFRS financial measures.1. Definitions of Non-IFRS financial measures referred to in this presentation.2. Reconciliation of Non-IFRS financial measures.Contents 36
Page 37
Non-IFRS financial measures should not be considered as substitutes for, or superior to, measures of financial performance prepared in accordance with IFRS. They are limited in value because they exclude charges that have a material effect on the Company’s reported results and, therefore, should not be relied upon as the sole financial measures to evaluate the Company’s financial results. The non-IFRS financial measures are meant to supplement, and to be viewed in conjunction with, IFRS financial measures. Investors are encouraged to review the reconciliation of these non-IFRS financial measures to their most directly comparable IFRS financial measures as provided in the tables accompanying this document.Adjusted EBITDA – EBITDA is profit or loss for the period before taxation, net financing costs, depreciation and amortization. Adjusted EBITDA is EBITDA adjusted to exclude, when they occur, the impacts of exited markets, acquisition purchase price adjustments and exceptional items to the extent included in our financial statements such as material restructuring charges, material goodwill and intangible asset impairment charges, other material unusual or non-recurring items, as well as additional items that management deems to be exceptional and appropriate for adjustment. 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 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, net financing income/(cost) on amendment of terms of debt, interest cost on tax relating to legacy tax audits, foreign exchange translation gains/(losses), foreign exchange gains/(losses) on derivatives, 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 - Adjusted EPS is defined as diluted 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, net financing income/(cost) on amendment of terms of debt, interest cost on tax relating to legacy tax audits, foreign exchange translation gains/(losses), foreign exchange gains/(losses) on derivatives, 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.Adjusted Financial Information – Adjusted financial information presented in this presentation reflects the historical reported financial statements of Nomad Foods, adjusted for share based payment charges including employer payroll taxes, exceptional items (as described above) and non-cash foreign currency translation charges/gain. Organic Revenue Growth/(Decline) – Organic revenue growth/(decline) is an adjusted measurement of our operating results. This comparison of current and prior period performance takes into consideration only those activities that were in effect during both time periods. Organic revenue 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 impact the comparability of our results.Adjusted Free Cash Flow – Adjusted free cash flow is the amount of cash generated from operating activities less cash flows (i) related to exceptional items (as described above), (ii) non-operating M&A related costs and (iii) working capital movements on employer taxes associated with share based payment awards, plus (i) capital expenditure (on property, plant and equipment and intangible assets), (ii) net interest paid, (iii) proceeds/(payments) on settlement of derivatives where hedge accounting is not applied and (iv) payments of lease liabilities. Adjusted free cash flow reflects cash flows that could be used for payment of dividends, repayment of debt or to fund acquisitions or other strategic objectives. 1. Definitions of Non-IFRS financial measures referred to in this presentation 37
Page 38
38 2. Reconciliation of Non-IFRS Financial MeasuresAs adjusted for the twelve months ended December 31, 2024AdjustmentsAs reported for the twelve months ended December 31, 2024€ in millions, except per share data3,099.8—3,099.8Revenue(2,182.0)—(2,182.0)Cost of sales917.8—917.8Gross profit(449.6)(a)11.7(461.3)Other operating expenses—(b)69.5(69.5)Exceptional items468.281.2387.0Operating profit10.0(20.1)30.1Finance income(118.2)21.0(139.2)Finance costs(108.2)(c)0.9(109.1)Net financing costs360.082.1277.9Profit before tax(71.2)(d)(20.4)(50.8)Taxation288.861.7227.1Profit for the period161.5161.5Weighted average shares outstanding in millions - basic1.791.41Basic earnings per share in €162.2162.2Weighted average shares outstanding in millions - diluted1.781.40Diluted earnings per share in €a. Share based payment charge including employer payroll taxes of €10.4 million and non-operating M&A related costs of €1.3 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 (audited) twelve months ended December 31, 2024’ on the next slide for a detailed list of exceptional items.c. Elimination of €14.4 million of net gains on repricing of debt, a €5.7 million gain from the reversal of an impairment loss on a short-term investment, €20.6 million of foreign exchange translation losses and €0.4 million of 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. Adjusted Statement of Profit or Loss (unaudited)Twelve Months Ended December 31, 2024
Page 39
39 2. Reconciliation of Non-IFRS Financial Measures (continued)Adjusted EBITDA (audited)Twelve months ended December 31, 2024For the twelve months ended December 31, 2024€ in millions227.1Profit for the period50.8Taxation109.1Net financing costs96.9Depreciation and amortizationExceptional items:(a)68.0Business Transformation Program(b)1.5Settlement of legacy mattersOther Adjustments:(c)11.7Other add-backs565.1Adjusted EBITDA (d)a. Expenses associated with the multi-year, enterprise-wide transformation and optimization program which began in 2020. Expenses in the period consist of restructuring, severance and transformational project costs, including business technology transformation initiative costs and related professional fees. b. Income and expenses associated with the release of acquired provisions relating to periods prior to acquisition by the Company and other gains or charges associated with items that were originally recognized as exceptional.c. Represents the elimination of share based payment charge including employer payroll taxes of €10.4 million and elimination of non-operating M&A related costs of €1.3 million. d. Adjusted EBITDA margin of 18.2% for the twelve months ended December 31, 2024 is calculated by dividing Adjusted EBITDA by Revenue of €3,099.8 million.
Page 40
As adjusted for the twelve months ended December 31, 2023AdjustmentsAs reported for the twelve months ended December 31, 2023€ in millions, except per share data3,044.5—3,044.5Revenue(2,185.8)—(2,185.8)Cost of sales858.7—858.7Gross profit(418.7)(a)27.1(445.8)Other operating expenses—(b)72.5(72.5)Exceptional items440.099.6340.4Operating profit5.8(17.0)22.8Finance income(102.1)7.5(109.6)Finance costs(96.3)(c)(9.5)(86.8)Net financing costs343.790.1253.6Profit before tax(68.9)(d)(8.0)(60.9)Taxation274.882.1192.7Profit for the period170.6170.6Weighted average shares outstanding in millions - basic1.611.13Basic earnings per share171.2171.2Weighted average shares outstanding in millions - diluted1.611.13Diluted earnings per sharea. Share based payment charge including employer payroll taxes of €26.1 million and non-operating M&A related costs of €1.0 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 (audited) twelve months ended December 31, 2023’ for a detailed list of exceptional items.c. Elimination of €16.7 million of net gains on repricing of debt, €3.5 million of interest cost on tax relating to legacy tax audits, €3.0 million of foreign exchange translation losses, €1.0 million of losses on derivatives and a €0.3 million gain from the reversal of an impairment loss on a short-term investment.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. 2. Reconciliation of Non-IFRS Financial Measures (continued)Adjusted Statement of Profit or Loss (unaudited)Twelve months Ended December 31, 2023 40
Page 41
As reported for the twelve months ended December 31, 2023€ in millions192.7Profit for the period60.9Taxation86.8Net financing costs95.0Depreciation and amortizationExceptional items:(a)0.6Information Technology Transformation program(b)68.4Business Transformation Program(c)4.3Fortenova Group integration costs(d)(0.8)Settlement of legacy mattersOther Adjustments:(e)27.1Other add-backs535.0Adjusted EBITDA (f)a. Expenses associated with the Information Technology Transformation program, which are primarily professional fees. The program was completed in 2023.b. Expenses associated with the multi-year, enterprise-wide transformation and optimization program which began in 2020. Expenses in the period consist of restructuring, severance and transformational project costs, including business technology transformation initiative costs and related professional fees. c. Expenses associated with the integration of the Fortenova Group acquired on September 30, 2021.d. Income and expenses associated with the release of acquired provisions relating to periods prior to acquisition by the Company and other gains or charges associated with items that were originally recognized as exceptional.e. Represents the elimination of share based payment charge including employer payroll taxes of €26.1 million and elimination of non-operating M&A related costs of €1.0 million. f. Adjusted EBITDA margin of 17.6% for the twelve months ended December 31, 2023 is calculated by dividing Adjusted EBITDA by Revenue of €3,044.5 million. 2. Reconciliation of Non-IFRS Financial Measures (continued)Adjusted EBITDA (audited)Twelve months ended December 31, 2023 41
Page 42
As adjusted for the twelve months ended December 31, 2022AdjustmentsAs reported for the twelve months ended December 31, 2022€ in millions, except per share data2,939.7—2,939.7Revenue(2,124.4)—(2,124.4)Cost of sales815.3—815.3Gross profit(379.5)(a)11.7(391.2)Other operating expenses—(b)48.7(48.7)Exceptional items435.860.4375.4Operating profit0.6(11.5)12.1Finance income(66.5)—(66.5)Finance costs(65.9)(c)(11.5)(54.4)Net financing costs369.948.9321.0Profit before tax(76.5)(d)(5.3)(71.2)Taxation293.443.6249.8Profit for the period174.3174.3Weighted average shares outstanding in millions - basic1.681.43Basic earnings per share174.3174.3Weighted average shares outstanding in millions - diluted1.681.43Diluted earnings per sharea. 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 (audited) 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. 2. Reconciliation of Non-IFRS Financial Measures (continued)Adjusted Statement of Profit or Loss (unaudited)Twelve months Ended December 31, 2022 42
Page 43
As reported for the twelve months ended December 31, 2022€ in millions249.8Profit for the period71.2Taxation54.4Net financing costs88.6Depreciation and amortizationExceptional items:(a)8.2Findus Switzerland integration costs(b)5.8Impairment of customer relationships(c)4.4Information Technology Transformation program(d)37.0Business Transformation Program(e)2.2Distribution network integration(f)9.5Fortenova Group integration costs(g)3.5Factory optimization(h)(28.9)Settlement of legacy matters(i)7.0Release of indemnification assetsOther Adjustments:(j)11.7Other add-backs524.4Adjusted EBITDA (k)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 was completed 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. 2. Reconciliation of Non-IFRS Financial Measures (continued)Adjusted EBITDA (audited)Twelve months ended December 31, 2022 43
Page 44
As adjusted for the twelve months ended December 31, 2021AdjustmentsAs reported for the twelve months ended December 31, 2021€ in millions, except per share data2,606.6—2,606.6Revenue(1,853.9)(a)8.4(1,862.3)Cost of sales752.78.4744.3Gross profit(337.6)(b)18.7(356.3)Other operating expenses—(c)45.3(45.3)Exceptional items415.172.4342.7Operating profit0.1—0.1Finance income(64.2)41.9(106.1)Finance costs(64.1)(d)41.9(106.0)Net financing costs351.0114.3236.7Profit before tax(74.4)(e)(18.7)(55.7)Taxation276.695.6181.0Profit for the period178.1178.1Weighted average shares outstanding in millions - basic1.551.02Basic earnings per share178.1178.1Weighted average shares outstanding inmillions - diluted1.551.02Diluted earnings per sharea. 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 (audited) 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. 2. Reconciliation of Non-IFRS Financial Measures (continued)Adjusted Statement of Profit or Loss (unaudited)Twelve months Ended December 31, 2021 44
Page 45
As reported for the twelve months ended December 31, 2021€ in millions181.0Profit for the period55.7Taxation106.0Net financing costs71.6Depreciation and amortization(a)8.4Acquisition purchase price adjustmentsExceptional items:(b)6.2Findus Switzerland integration costs(c)5.3Brexit(d)4.2Information Technology Transformation program(e)18.8Business Transformation Program(f)3.5Fortenova Group integration costs(g)4.9Factory optimization(h)(2.6)Settlement of legacy matters(i)5.0Release of indemnification assetsOther Adjustments:(j)18.7Other add-backs486.7Adjusted EBITDA (k)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. 2. Reconciliation of Non-IFRS Financial Measures (continued)Adjusted EBITDA (audited)Twelve months ended December 31, 2021 45
Page 46
As adjusted for the twelve months ended December 31, 2020AdjustmentsAs reported for the twelve months ended December 31, 2020€ in millions, except per share data2,515.9—2,515.9Revenue(1,753.4)—(1,753.4)Cost of sales762.5—762.5Gross profit(363.3)(a)19.4(382.7)Other operating expenses—(b)20.6(20.6)Exceptional items399.240.0359.2Operating profit0.7(4.0)4.7Finance income(66.9)1.5(68.4)Finance costs(66.2)(c)(2.5)(63.7)Net financing costs333.037.5295.5Profit before tax(70.4)(d)—(70.4)Taxation262.637.5225.1Profit for the periodProfit attributable to:262.737.5225.2Equity owners of the parent(0.1)—(0.1)Non-controlling interests262.637.5225.1194.0194.0Weighted average shares outstanding in millions - basic1.351.16Basic earnings per share194.0(e)(3.9)197.9Weighted average shares outstanding in millions - diluted1.351.14Diluted earnings per sharea. Share based payment charge including employer payroll taxes of €12.1 million and non-operating M&A related costs of €7.3 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, 2020’ for a detailed list of exceptional items.c. Elimination of €4.0 million of foreign exchange translation gains 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.e. Adjustment to eliminate the dilutive effect of the Founder Preferred Share Dividend earned as of December 31, 2020 but for which shares were issued on January 4, 2021. 2. Reconciliation of Non-IFRS Financial Measures (continued)Adjusted Statement of Profit or Loss (unaudited)Twelve months ended December 31, 2020 46
Page 47
As reported for the twelve months ended December 31, 2020€ in millions225.1Profit for the period70.4Taxation63.7Net financing costs67.6Depreciation and amortizationExceptional items:(a)1.6Brexit(b)(12.5)Supply chain reconfiguration(c)0.3Findus Switzerland integration costs(d)4.0Goodfella's Pizza & Aunt Bessie's integration costs(e)10.0Factory optimization(f)17.8Release of indemnification assets(g)(2.9)Settlement of legacy matters(h)2.3Business Transformation ProgramOther Adjustments:(i)19.4Other add-backs466.8Adjusted EBITDA (j)a. 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. Income recognized on reaching an agreement to end the leasehold on a cold store in Sweden.c. Expenses associated with the integration of the Findus Switzerland business acquired on December 31, 2020.d. Expenses associated with the integration of the Goodfella's pizza and Aunt Bessie's businesses which were acquired in 2018. e. 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.f. Charge for the release of shares held in escrow as part of the consideration on the acquisition of the Findus Group..g. Income and expense associated with tax and other liabilities relating to periods prior to acquisition of the Findus and Iglo Groups.h. Expenses associated with the start of a multi-year, enterprise-wide transformation and optimization program.i. Represents the elimination of share based payment charge including employer payroll taxes of €12.1 million and elimination of non-operating M&A related costs of €7.3 million. j. Adjusted EBITDA margin of 18.6% for the twelve months ended December 31, 2020 is calculated by dividing Adjusted EBITDA by Revenue of €2,515.9 million. 2. Reconciliation of Non-IFRS Financial Measures (continued)Adjusted EBITDA (audited)Twelve months ended December 31, 2020 47
Page 48
As adjusted for the twelve months ended December 31, 2019AdjustmentsAs reported for the twelve months ended December 31, 2019€ in millions, except per share data2,324.3—2,324.3Revenue(1,626.4)—(1,626.4)Cost of sales697.9—697.9Gross profit(334.2)(a)25.7(359.9)Other operating expenses—(b)54.5(54.5)Exceptional items363.780.2283.5Operating profit2.5—2.5Finance income(66.9)8.8(75.7)Finance costs(64.4)(c)8.8(73.2)Net financing costs299.389.0210.3Profit before tax(64.2)(d)(7.5)(56.7)Taxation235.181.5153.6Profit for the periodProfit attributable to:235.581.5154.0Equity owners of the parent(0.4)—(0.4)Non-controlling interests235.181.5153.6192.0192.0Weighted average shares outstanding in millions - basic1.230.80Basic earnings per share192.0(e)(6.4)198.4Weighted average shares outstanding in millions - diluted1.230.78Diluted earnings per sharea. Share based payment expense 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 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, 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. 2. Reconciliation of Non-IFRS Financial Measures (continued)Adjusted Statement of Profit or Loss (unaudited)Twelve months ended December 31, 2019 48
Page 49
As reported for the twelve months ended December 31, 2019€ in millions153.6Profit for the period56.7Taxation73.2Net financing costs68.3Depreciation and amortizationExceptional items:(a)1.6Brexit(b)(3.6)Supply chain reconfiguration(c)3.5Findus Group integration costs(c)12.5Goodfella's Pizza & Aunt Bessie's integration costs(d)5.7Factory optimization(e)44.0Release of indemnification assets(f)(9.2)Settlement of legacy mattersOther Adjustments:(h)25.7Other add-backs432.0Adjusted EBITDA (i)a. 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. Expenses related to the roll-out of the Nomad ERP system following the acquisition of the Findus Group in November 2015.d. Expenses associated with the integration of the Goodfella's pizza and Aunt Bessie's businesses which were acquired in 2018. e. 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.f. Charge in 2019 for the release of shares held in escrow as part of the consideration on the acquisition of the Findus Group.g. Income and expense 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 charge including employer payroll taxes of €22.4 million and elimination of non-operating M&A related costs of €3.3 million. 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. 2. Reconciliation of Non-IFRS Financial Measures (continued)Adjusted EBITDA (audited)Twelve months ended December 31, 2019 49
Page 50
As adjusted for the twelve months ended December 31, 2018AdjustmentsAs reported for the twelve months ended December 31, 2018€ in millions, except per share data2,172.8—2,172.8Revenue(1,513.6)(a)5.7(1,519.3)Cost of sales659.25.7653.5Gross profit(329.1)(b)23.6(352.7)Other operating expenses—(c)17.7(17.7)Exceptional items330.147.0283.1Operating profit0.2(1.4)1.6Finance income(60.0)(2.4)(57.6)Finance costs(59.8)(d)(3.8)(56.0)Net financing costs270.343.2227.1Profit before tax(61.3)(e)(4.7)(56.6)Taxation209.038.5170.5Profit for the period209.738.5171.2Profit for the period attributable to equity owners of the parent175.6—175.6Weighted average shares outstanding in millions - basic1.190.97Basic earnings per share175.6(f)(0.2)175.8Weighted average shares outstanding in millions - diluted1.190.97Diluted earnings per sharea. 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 transaction costs of €8.9 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, 2018’ for a detailed list of exceptional items.d. Elimination of €1.1 million of costs incurred as part of the refinancing on the May 3, 2017 and repricing on December 20, 2017, €0.3 million of realized and unrealized 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. 2. Reconciliation of Non-IFRS Financial Measures (continued)Adjusted Statement of Profit or Loss (unaudited)Twelve months ended December 31, 2018 50
Page 51
As reported for the twelve months ended December 31, 2018€ in millions170.5Profit for the period56.6Taxation56.0Net financing costs39.3Depreciation7.0Amortization(a)5.7Acquisition purchase price adjustmentsExceptional items:(b)1.2Supply chain reconfiguration(c)10.4Findus Group integration costs(d)8.3Goodfella's Pizza & Aunt Bessie's integration costs(e)1.6Factory optimization(f)(3.8)Settlement of legacy mattersOther Adjustments:(g)23.6Other add-backs376.4Adjusted EBITDA (h)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. 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 charges including employer payroll taxes of €14.7 million and elimination of non-operating M&A related costs of €8.9 million. h. Adjusted EBITDA margin of 17.3% for the twelve months ended December 31, 2018 is calculated by dividing Adjusted EBITDA by Adjusted revenue of €2,172.8 million. 2. Reconciliation of Non-IFRS Financial Measures (continued)Adjusted EBITDA (audited)Twelve months ended December 31, 2018 51
Page 52
As adjusted for the twelve months ended December 31, 2017AdjustmentsAs reported for the twelve months ended December 31, 2017€ in millions, except per share data1,956.6—1,956.6Revenue(1,357.2)—(1,357.2)Cost of sales599.4—599.4Gross profit(313.7)(a)5.6(319.3)Other operating expenses—(b)37.2(37.2)Exceptional items285.742.8242.9Operating profit0.2(7.0)7.2Finance income(59.6)22.0(81.6)Finance costs(59.4)(c)15.0(74.4)Net financing costs226.357.8168.5Profit before tax(51.1)(d)(19.1)(32.0)Taxation175.238.7136.5Profit for the period176.1176.1Weighted average shares outstanding in millions - basic1.000.78Basic earnings per share176.1(e)(8.7)184.8Weighted average shares outstanding in millions - diluted1.000.74Diluted earnings per sharea. Share-based payment chargeb. 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 (audited) twelve months ended December 31, 2017’ for a detailed list of exceptional items.c. Elimination of €20.1 million of costs incurred as part of the refinancing on the May 3, 2017 and repricing on December 20, 2017, €3.9 million of foreign exchange translation losses and €9.0 million of foreign currency gains 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, 2017 but for which shares were issued on January 2, 2018. 2. Reconciliation of Non-IFRS Financial Measures (continued)Adjusted Statement of Profit or Loss (unaudited)Twelve months ended December 31, 2017 52
Page 53
As reported for the twelve months ended December 31, 2017€ in millions136.5Profit for the period32.0Taxation74.4Net financing costs35.9Depreciation6.5AmortizationExceptional items:(a)3.2Transactions related costs(b)18.8Investigation and implementation of strategic opportunities(c)14.0Supply chain reconfiguration(d)15.1Findus Group integration costs(e)(5.6)Settlement of legacy matters(f)(8.3)Remeasurement of indemnification assetsOther Adjustments:(g)5.6Other add-backs328.1Adjusted EBITDA (h)a. Costs incurred related to enhanced control compliance procedures in territories.b. Costs incurred in relation to investigation and implementation of strategic opportunities considered non-recurring for the combined group following acquisitions by the Company. These costs primarily relate to changes to the organizational structure of the combined businesses.c. Supply chain reconfiguration costs, namely the closure of the Bjuv factory.d. Costs recognized by Nomad Foods relating to the integration of the Findus Group, primarily relating to the rollout of the Nomad ERP system.e. Non-recurring income and costs associated with liabilities relating to periods prior to acquisition of the Findus and Iglo Groups, settlements of tax audits, sale of non-operating factories acquired and other liabilities relating to periods prior to acquisition of the Findus and Iglo businesses by the Company. This includes a charge of €3.9 million associated with settlements of tax audits, offset by gains of €4.2 million from the reassessment of sales tax provisions, €1.2 million from the reassessment of interest on sales tax provisions, a €2.8 million gain on a legacy pension plan in Norway and a €1.3 million gain on disposal of a non-operational factory.f. Adjustment to reflect the remeasurement of the indemnification assets recognized on the acquisition of the Findus Group, which is capped at the value of shares held in escrow at the share price as at December 31, 2017. Offsetting are the release of indemnification assets associated with final settlement of indemnity claims against an affiliate of Permira Advisors LLP, which are legacy tax matters that predate the Company's acquisition of Iglo Group in 2015.g. Represents the elimination of share-based payment charges of €2.6 million and elimination of non-operating M&A related costs of €3.0 million. h. Adjusted EBITDA margin 16.8% for the twelve months ended December 31, 2017 is calculated by dividing Adjusted EBITDA by Adjusted revenue of €1,956.6 million. 2. Reconciliation of Non-IFRS Financial Measures (continued)Adjusted EBITDA (audited)Twelve months ended December 31, 2017 53
Page 54
As adjusted for the twelve months ended December 31, 2016AdjustmentsAs reported for the twelve months ended December 31, 2016€ in millions, except per share data1,927.7—1,927.7Revenue(1,356.7)—(1,356.7)Cost of sales571.0—571.0Gross profit(297.2)(a)1.2(298.4)Other operating expenses—(b)134.5(134.5)Exceptional items273.8135.7138.1Operating profit5.9(18.3)24.2Finance income(79.2)7.1(86.3)Finance costs(73.3)(c)(11.2)(62.1)Net financing costs200.5124.576.0Profit before tax(45.6)(d)(6.0)(39.6)Taxation154.9118.536.4Profit for the period183.5183.5Weighted average shares outstanding in millions - basic0.840.20Basic earnings per share183.5183.5Weighted average shares outstanding in millions - diluted0.840.20Diluted earnings per sharea. Adjustment to add back share based payment chargeb. 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 (audited) twelve months ended December 31, 2016’ for a detailed list of exceptional items.c. Adjustment to eliminate €18.3 million of non-cash foreign exchange translation gains, €4.3 million foreign exchange loss on derivatives and €2.8 million of other exceptional non-cash interest.d. Adjustment to reflect the 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. 2. Reconciliation of Non-IFRS Financial Measures (continued)Adjusted Statement of Profit or Loss (unaudited)Twelve months ended December 31, 2016 54
Page 55
As reported for the twelve months ended December 31, 2016€ in millions36.4Profit for the period39.6Taxation62.1Net financing costs43.3Depreciation7.8AmortizationExceptional items:(a)4.8Costs related to transactions(b)1.9Costs related to management incentive plans(c)7.0Investigation and implementation of strategic opportunities(d)(4.3)Cisterna fire net income(e)84.3Supply chain reconfiguration(f)(1.0)Other restructuring costs(g)29.6Findus Group integration costs(h)1.8Settlement of legacy matters(i)10.4Remeasurement of indemnification assetsOther Adjustments:(j)1.2Other add-backs324.9Adjusted EBITDA (k)a. Elimination of costs incurred in relation to completed and potential acquisitions and one-off compliance costs incurred as a result of listing on the New York Stock Exchange.b. Adjustment to eliminate long term management incentive scheme costs from prior ownership.c. Elimination of costs incurred in relation to investigation and implementation of strategic opportunities considered non-recurring for the combined group following acquisitions by the Company. These costs primarily relate to changes to the organizational structure of the combined businesses.d. Elimination of net insurance income offset by incremental operational costs incurred as a result of a fire in August 2014 in the Iglo Group’s Italian production facility which produces Findus branded stock for sale in Italy.e. Elimination of supply chain reconfiguration costs, namely the closure of the Bjuv factory.f. Elimination of a credit on release of provisions for restructuring activities associated with operating locations.g. Elimination of costs recognized by Nomad Foods relating to the integration of the Findus Group.h. Elimination of non-recurring costs associated with settlements of tax audits and other liabilities relating to periods prior to acquisition of the Findus and Iglo businesses by the Company. These were previously classified within Investigation and implementation of strategic opportunities and other items and have been reclassified into this line for the period presented.i. Adjustment to reflect the remeasurement of the indemnification assets recognized on the acquisition of the Findus Group, which is capped at the value of shares held in escrow at the share price as at December 31, 2016.j. Other add-backs include the elimination of share-based payment charges of €1.2 million.k. Adjusted EBITDA margin 16.9% for the twelve months ended December 31, 2016 is calculated by dividing Adjusted EBITDA by Adjusted revenue of €1,927.7 million. 2. Reconciliation of Non-IFRS Financial Measures (continued)Adjusted EBITDA (audited)Twelve months ended December 31, 2016 55
Page 56
56 Reconciliation of reported net cash flows from operating activities to Adjusted free cash flow for the years ended December 31, 2024, 2023, 2022, 2021, 2020, 2019, 2018 & 2017.8 year total20172018201920202021202220232024€ in millions, Year ended193.8321.3315.4457.0306.3303.8430.8435.4Net cash flows from operating activitiesAdd back:99.543.415.912.148.840.867.667.7Cash flows relating to exceptional items (a)27.3———————Legacy tax payments (b)—1.77.53.10.70.52.01.6Employer taxes related to share based payments (c)3.08.93.37.312.93.11.01.2Non-operating M&A costs (d)Deduct:(42.6)(41.6)(47.3)(58.7)(79.2)(79.1)(82.4)(80.3)Capital expenditure (e)(48.5)(45.1)(46.0)(49.5)(36.6)(53.6)(88.6)(102.0)Net interest paid1.6(2.8)0.7(6.1)(2.0)0.3(0.4)—Other financing cash flows (f)(1.6)—(21.8)(20.3)(19.4)(26.5)(30.1)(31.3)Payment of lease liabilities (g)2,103.9232.5285.8227.7344.9231.5189.3299.9292.3Adjusted free cash flow2,015.9175.2209.0235.1262.6277.0293.4274.8288.8Adjusted profit for the period104%133%137%97%131%84%65%109%101%Adjusted free cash flow as % adjusted profit for the period20,660.21,956.62,172.82,324.32,515.92,606.62,939.73,044.53,099.8Revenue10%12%13%10%14%9%6%10%9%Adjusted free cash flow as % revenuea. Adjustment to add back cash flows related to exceptional items which are not considered to be indicative of our ongoing operating cash flows.b. Tax paid relating to open tax audits for pre-Nomad periods which are considered one-off in nature.c. Adjustment to add back working capital movements related to employer taxes related to share based payments which are not considered to be indicative of our ongoing operating cash flows.d. Adjustment to add back cash flows related to non-operating M&A costs which are not considered to be indicative of our ongoing operating cash flows.e. Defined as the sum of property, plant and equipment and intangible assets purchased in the year, which are considered part of the underlying business cash flows.f. Proceeds/(payments) on settlement of derivatives.g. These lease liabilities are included in Net Cash Flows from Financing Activities. We believe these payments are part of the underlying business cash flows and should be reflected in Adjusted free cash flow. 2. Reconciliation of Non-IFRS Financial Measures (continued)
Page 57
Reconciliation of reported net cash flows from operating activities to Adjusted free cash flow for the years ended December 31, 2023, 2022, 2021, 2020, 2019, 2018 & 2017.7 year totalYear EndedDecember 31, 2017Year EndedDecember 31, 2018Year EndedDecember 31, 2019Year EndedDecember 31, 2020Year EndedDecember 31, 2021Year EndedDecember 31, 2022Year EndedDecember 31, 2023€ in millions193.8321.3315.4457.0306.3303.8430.8Net Cash Flows From Operating ActivitiesAdd back:99.543.415.912.148.840.867.6Cash flows relating to exceptional items (a)27.3——————Legacy tax payments (b)—1.77.53.10.70.52.0Employer taxes related to share based payments (c)3.08.93.37.312.93.11.0Non-operating M&A costs (d)Deduct:(42.6)(41.6)(47.3)(58.7)(79.2)(79.1)(82.4)Capital expenditure (e)(48.5)(45.1)(46.0)(49.5)(36.6)(53.6)(88.6)Net interest paid1.6(2.8)0.7(6.1)(2.0)0.3(0.4)Other financing cash flows (f)(1.6)—(21.8)(20.3)(19.4)(26.5)(30.1)Payment of lease liabilities (g)1,811.6232.5285.8227.7344.9231.5189.3299.9Adjusted free cash flow1,726.7175.2209.0235.1262.6276.6293.4274.8Adjusted profit for the period105%133%137%97%131%84%65%109%Adjusted free cash flow as % adjusted profit for the period17,560.41,956.62,172.82,324.32,515.92,606.62,939.73,044.5Revenue10%12%13%10%14%9%6%10%Adjusted free cash flow as % revenuea. Adjustment to add back cash flows related to exceptional items which are not considered to be indicative of our ongoing operating cash flows.b. Tax paid relating to open tax audits for pre-Nomad periods which are considered one-off in nature.c. Adjustment to add back working capital movements related to employer taxes related to share based payments which are not considered to be indicative of our ongoing operating cash flows.d. Adjustment to add back cash flows related to non-operating M&A costs which are not considered to be indicative of our ongoing operating cash flows.e. Defined as the sum of property, plant and equipment and intangible assets purchased in the year, which are considered part of the underlying business cash flows.f. Proceeds/(payments) on settlement of derivatives.g. These lease liabilities are included in Net Cash Flows from Financing Activities. We believe these payments are part of the underlying business cash flows and should be reflected in Adjusted free cash flow. 2. Reconciliation of Non-IFRS Financial Measures (continued) 57