Market Overview

Nomad Foods Reports Second Quarter 2018 Financial Results

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Company Raises 2018 Guidance

Nomad Foods Limited (NYSE: NOMD), today reported financial results for
the three and six month periods ended June 30, 2018. Key operating
highlights and financial performance for the second quarter 2018, when
compared to the second quarter 2017, include:

  • Reported revenue increased 6.6% to €488 million
  • Organic revenue growth of 1.3%
  • Reported Profit for the period of €31 million
  • Adjusted EBITDA increased 12% to €89 million
  • Reported EPS of €0.18; Adjusted EPS increased 22% to €0.28
  • Company raises 2018 guidance to €365 to €370 million Adjusted
    EBITDA and €1.14 to €1.17 Adjusted EPS

Management Comments

Stéfan Descheemaeker, Nomad Foods' Chief Executive Officer, stated, "We
reported solid second quarter results, highlighted by 1.3% organic
revenue growth, 90 basis points of Adjusted EBITDA margin expansion and
22% Adjusted EPS growth. Performance was particularly encouraging given
this year's earlier Easter timing and the highly publicized summer heat
waves throughout Europe. Recent acquisitions are proving complementary.
Goodfella's is performing well in our first few months of ownership and
Aunt Bessie's, which closed on July 2nd, is expected to be immediately
accretive. We are pleased with our year-to-date progress and are on pace
to deliver another year of top and bottom line growth."

Noam Gottesman, Nomad Foods' Co-Chairman and Founder, commented, "Second
quarter results demonstrate the strength of our business model and the
execution ability of our management team. We remain uniquely positioned
to capitalize on the favorable macro trends occurring within the frozen
food space and are excited by the potential of our portfolio in both the
near and long-term."

Second Quarter of 2018 results compared to the Second Quarter of
2017

  • Revenue increased 6.6% to €488 million. Organic revenue
    growth of 1.3% was comprised of 1.5% growth in price and a 0.2%
    decline in volume/mix. Revenue growth benefited 6.4 percentage points
    from the acquisition of Goodfella's and was offset by 1.1 percentage
    points from foreign exchange translation.
  • Adjusted gross profit increased 6% to €154 million. Adjusted
    gross margin was unchanged at 31.5% as positive mix and improved
    pricing and promotional efficiency were offset by mix related to the
    acquisition of Goodfella's.
  • Adjusted operating expense increased 2% to €76 million.
    Advertising and promotion expense decreased 1% to €26 million.
    Indirect expense increased 4% to €50 million due to the acquisition of
    Goodfella's.
  • Adjusted EBITDA increased 12% to €89 million.
  • Adjusted Profit after tax increased 17% to €49 million
    reflecting interest savings. Adjusted EPS increased 22% to
    €0.28, reflecting Adjusted Profit growth and a lower share count
    resulting from prior year share repurchases.

First Six Months of 2018 results compared to the First Six Months
of 2017

  • Revenue increased 3.8% to €1,027 million. Organic revenue growth
    of 2.1% was comprised of 1.4% growth in price and 0.7% growth in
    volume/mix. Revenue growth benefited 3.0 percentage points from the
    acquisition of Goodfella's and was offset by 1.3 percentage points
    from foreign exchange translation.
  • Adjusted gross profit increased 8% to €325 million. Adjusted
    gross margin expanded 120 basis points to 31.6% as positive mix and
    price increases more than offset currency-driven inflation.
  • Adjusted Operating expense remained flat at €154 million.
    Advertising and promotion expense was flat at €56 million reflecting
    seasonally balanced spending in 2018 versus 2017 while Indirect
    expense was also flat at €98 million.
  • Adjusted EBITDA increased 14% to €192 million.
  • Adjusted Profit after tax increased 27% to €111 million
    reflecting interest rate savings and lower depreciation and
    amortization. Adjusted EPS increased 31% to €0.63, reflecting
    Adjusted Profit growth and a lower share count resulting from prior
    year share repurchases.

2018 Guidance

The Company is raising 2018 guidance to include the expected
contribution from Aunt Bessie's, which was acquired on July 2, 2018.
Management now expects Adjusted EBITDA of approximately €365 to €370
million and Adjusted EPS of approximately €1.14 to €1.17 per share. Full
year guidance continues to assume organic revenue growth at a low-single
digit percentage range.

Conference Call and Webcast

The Company will host a conference call with members of the executive
management team to discuss these results today, Thursday, August 9, 2018
at 1:30 p.m. GMT time (8:30 a.m. Eastern time). Investors interested in
participating in the live call can dial +1-800-289-0438 from the U.S.
International callers can dial +1-323-794-2423.

In addition, the call will be broadcast live over the Internet hosted at
the "Investor Relations" section of the Company's website at http://www.nomadfoods.com.
The webcast will be archived for 30 days. A replay of the conference
call will be available on the Company website for two weeks following
the event and can be accessed by listeners in North America by dialing
+1-844-512-2921 and by international listeners by dialing
+1-412-317-6671; the replay pin number is 9559512.

About Nomad Foods

Nomad Foods (NYSE:NOMD) is a leading frozen foods company building a
global portfolio of best-in-class food companies and brands within the
frozen category and across the broader food sector. The company's
portfolio of iconic brands, which includes Birds Eye, Findus, Iglo Aunt
Bessie's and Goodfella's, have been a part of consumers' meals for
generations, standing for great tasting food that is convenient, high
quality and nutritious. Nomad Foods is headquartered in the United
Kingdom. Additional information may be found at www.nomadfoods.com.

Non-IFRS Financial Information

Nomad Foods is presenting Adjusted and Organic financial information,
which is considered non-IFRS financial information, for the three and
six months ended June 30, 2018 and for comparative purposes, the three
and six months ended June 30, 2017.

Adjusted financial information for the three and six months ended
June 30, 2018 and 2017 presented in this press release reflects the
historical reported financial statements of Nomad Foods, adjusted
primarily for share based payment charges, M&A related costs,
acquisition purchase price adjustments, exceptional items and foreign
currency exchange charges/gains.

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, trading day impacts, chart of account
("CoA") alignments and exceptional items such as restructuring charges,
goodwill and intangible asset impairment charges, charges relating to
the Founders Preferred Shares Annual Dividend Amount, charges relating
to the redemption of warrants and other unusual or non-recurring items.
In addition, we exclude other adjustments such as the impact of share
based payment charges and M&A related costs, because we do not believe
they are indicative of our normal operating costs, can vary
significantly in amount and frequency, and are unrelated to our
underlying operating performance. The Company believes Adjusted EBITDA
provides important comparability of underlying operating results,
allowing investors and management to assess operating performance on a
consistent basis.

Adjusted EBITDA should not be considered as an alternative to
profit/(loss) for the period, determined in accordance with IFRS, as an
indicator of the Company's operating performance.

Adjusted EPS is defined as basic earnings per share excluding, when they
occur, the impacts of exited markets, acquisition purchase price
adjustments, trading day impacts, chart of account ("CoA") alignments
and exceptional items such as restructuring charges, goodwill and
intangible asset impairment charges, unissued preferred share dividends,
as well as certain other items considered unusual or non-recurring in
nature. In addition, we exclude other adjustments such as the impact of
share based payment charges and M&A related costs, because we do not
believe they are indicative of our normal operating costs, can vary
significantly in amount and frequency, and are unrelated to our
underlying operating performance. The Company believes Adjusted EPS
provides important comparability of underlying operating results,
allowing investors and management to assess operating performance on a
consistent basis.

Organic revenue for the three and six months ended June 30, 2018 and
2017 presented in this press release reflects reported revenue adjusted
for currency translation and non-comparable trading items such as
expansion, acquisitions, disposals, closures, chart of account ("CoA")
alignments, trading day impacts or any other event that artificially
impact the comparability of our results.

Adjustments for currency translation are calculated by translating data
of the current and comparative periods using a budget foreign exchange
rate that is set once a year as part of the Company's internal annual
forecast process.

Adjusted and Organic non-IFRS financial information should be read in
conjunction with the unaudited financial statements of Nomad Foods
included in this press release as well as the historical financial
statements of the Company previously filed with the SEC.

Nomad Foods believe its non-IFRS financial measures provide an important
additional measure with which to monitor and evaluate the Company's
ongoing financial results, as well as to reflect its acquisitions. Nomad
Foods' calculation of these financial measures may be different from the
calculations used by other companies and comparability may therefore be
limited. The Adjusted and Organic financial information presented herein
is based upon certain assumptions that Nomad Foods believes to be
reasonable and is presented for informational purposes only and is not
necessarily indicative of any anticipated financial position or future
results of operations that the Company will experience. You should not
consider the Company's non-IFRS financial measures an alternative or
substitute for the Company's reported results and are cautioned not to
place undue reliance on these results and information as they may not be
representative of our actual or future results as a Company.

Please see on pages 8 to 16, the non-IFRS reconciliation tables attached
hereto and the schedules accompanying this release for an explanation
and reconciliation of the Adjusted and Organic financial information to
the most directly comparable IFRS measure.

   

Nomad Foods Limited As Reported

Statements of Profit or Loss (unaudited)

Three months ended June 30, 2018 and June 30, 2017

 

Three months ended
June 30, 2018

Three months ended
June 30, 2017

€ millions € millions
Revenue 488.2 458.1
Cost of sales (336.7 ) (313.8 )
Gross profit 151.5 144.3
Other operating expenses (85.8 ) (75.3 )
Exceptional items (6.1 ) (11.5 )
Operating profit 59.6 57.5
Finance income 5.0
Finance costs (17.9 ) (37.3 )
Net financing costs (17.9 ) (32.3 )
Profit before tax 41.7 25.2
Taxation (10.7 ) (5.9 )
Profit for the period 31.0   19.3  
Basic earnings per share
Profit for the period in € millions 31.0 19.3
Weighted average shares outstanding in millions 175.6 181.7
Basic earnings per share in € 0.18 0.11
Diluted earnings per share
Profit for the period in € millions 31.0 19.3
Weighted average shares outstanding in millions 175.6 181.7
Diluted earnings per share in € 0.18 0.11
 
   

Statements of Profit or Loss (unaudited)

Six months ended June 30, 2018 and June 30, 2017

 

Six months ended
June 30, 2018

Six months ended
June 30, 2017

€ millions € millions
Revenue 1,027.4 989.4
Cost of sales (704.6 ) (689.0 )
Gross profit 322.8 300.4
Other operating expenses (168.6 ) (156.2 )
Exceptional items (7.6 ) (11.4 )
Operating profit 146.6 132.8
Finance income 3.1 5.6
Finance costs (27.1 ) (54.0 )
Net financing costs (24.0 ) (48.4 )
Profit before tax 122.6 84.4
Taxation (29.2 ) (17.1 )
Profit for the period 93.4   67.3  
Basic earnings per share
Profit for the period in € millions 93.4 67.3
Weighted average shares outstanding in millions 175.5 182.7
Basic earnings per share in € 0.53 0.37
Diluted earnings per share
Profit for the period in € millions 93.4 67.3
Weighted average shares outstanding in millions 175.5 182.7
Diluted earnings per share in € 0.53 0.37
 
   

Nomad Foods Limited As Reported

Statements of Financial Position

As at June 30, 2018 (unaudited) and December 31, 2017 (audited)

 

As at June 30, 2018

As at December 31, 2017
€ millions € millions
Non-current assets
Goodwill 1,828.8 1,745.6
Intangibles 1,880.8 1,724.4
Property, plant and equipment 321.0 295.4
Other receivables 3.2 4.3
Derivative financial instruments 24.5 18.6
Deferred tax assets 61.5   64.3  
Total non-current assets 4,119.8   3,852.6  
Current assets
Cash and cash equivalents 403.7 219.2
Inventories 333.5 306.9
Trade and other receivables 165.1 147.1
Indemnification assets 79.7 73.8
Derivative financial instruments 14.3   2.1  
Total current assets 996.3   749.1  
Total assets 5,116.1   4,601.7  
Current liabilities
Trade and other payables 482.1 477.5
Current tax payable 177.5 145.3
Provisions 65.9 68.0
Loans and borrowings 6.2 3.3
Derivative financial instruments 1.7   7.8  
Total current liabilities 733.4   701.9  
Non-current liabilities
Loans and borrowings 1,761.1 1,395.1
Employee benefits 194.9 188.4
Trade and other payables 1.8 1.8
Provisions 64.7 72.8
Derivative financial instruments 44.0 61.4
Deferred tax liabilities 350.8   327.7  
Total non-current liabilities 2,417.3   2,047.2  
Total liabilities 3,150.7   2,749.1  
Net assets 1,965.4   1,852.6  
Equity attributable to equity holders
Share capital
Capital reserve 1,745.2 1,623.7
Share based compensation reserve 8.5 2.9
Founder Preferred Share Dividend reserve 372.6 493.4
Translation reserve 89.6 83.2
Cash flow hedging reserve 9.8 (3.0 )
Accumulated deficit (260.3 ) (347.6 )
Total equity 1,965.4   1,852.6  
 
   

Nomad Foods Limited As Reported

Statements of Cash Flows (unaudited)

For the six months ended June 30, 2018 and the six months ended
June 30, 2017

 

For the six months ended
June 30, 2018

For the six months ended
June 30, 2017

€ millions € millions
Cash flows from operating activities
Profit for the period 93.4 67.3
Adjustments for:
Exceptional items 7.6 11.4
Non-cash fair value purchase price adjustment of inventory 2.1
Share based payment expense 6.4 2.1
Depreciation and amortization 21.2 21.8
Loss on disposal and impairment of property, plant and equipment 0.2 0.2
Finance costs 27.1 54.0
Finance income (3.1 ) (5.6 )
Taxation 29.2   17.1  
Operating cash flow before changes in working capital, provisions
and exceptional items
184.1 168.3
(Increase)/decrease in inventories (15.3 ) 13.2
(Increase)/decrease in trade and other receivables (27.1 ) 6.9
(Decrease)/increase in trade and other payables (5.9 ) 11.7
Decrease in employee benefits and other provisions (0.4 ) (0.9 )
Cash generated from operations before tax and exceptional items 135.4 199.2
Cash flows relating to exceptional items (17.2 ) (46.4 )
Tax paid (9.3 ) (14.5 )
Net cash generated from operating activities 108.9   138.3  
Cash flows from investing activities
Purchase of subsidiaries, net of cash acquired (237.0 )
Purchase of property, plant and equipment (8.7 ) (16.8 )
Purchase of intangibles (1.4 ) (2.5 )
Cash used in investing activities (247.1 ) (19.3 )
Cash flows from financing activities
Issuance of new share capital 0.1
Repurchase of ordinary shares (93.9 )
Issuance of new loan principal 354.8 1,470.5
Repayment of loan principal (5.9 ) (1,469.5 )
Payment of finance leases (1.6 )
Proceeds on settlement of derivatives 1.7 0.1
Payment of financing fees (3.2 ) (13.6 )
Interest paid (24.0 ) (25.2 )
Interest received   0.3  
Net cash generated from/(used in) financing activities 323.5   (132.9 )
Net increase/(decrease) in cash and cash equivalents 185.3   (13.9 )
Cash and cash equivalents at beginning of period 219.2 329.5
Effect of exchange rate fluctuations (0.8 ) (15.1 )
Cash and cash equivalents at end of period 403.7   300.5  
 

Nomad Foods Limited
Adjusted Financial Information
(In
€ millions, except per share data)

The following table reconciles adjusted financial information for the
three months ended June 30, 2018 to the reported results of Nomad Foods
for such period.

       

Adjusted Statements of Profit or Loss (unaudited)

Three Months Ended June 30, 2018

 
€ in millions, except per share data

As reported for the
three months ended
June
30, 2018

Adjustments

As adjusted for the
three months ended
June
30, 2018

Revenue 488.2 488.2
Cost of sales (336.7 ) 2.1   (a) (334.6 )
Gross profit 151.5 2.1 153.6
Other operating expenses (85.8 ) 9.9 (b) (75.9 )
Exceptional items (6.1 ) 6.1   (c)  
Operating profit 59.6 18.1 77.7
Finance income
Finance costs (17.9 ) 4.0   (13.9 )
Net financing costs (17.9 ) 4.0   (d) (13.9 )
Profit before tax 41.7 22.1 63.8
Taxation (10.7 ) (3.8 ) (e) (14.5 )
Profit for the period 31.0   18.3   49.3  
Weighted average shares outstanding in millions - basic 175.6 175.6
Basic earnings per share 0.18 0.28
Weighted average shares outstanding in millions - diluted 175.6 175.6
Diluted earnings per share 0.18 0.28

(a) Adjustments to add back the non-cash charge related to the increase
in inventory fair value recorded as part of the Goodfella's Pizza
purchase price accounting.
(b) Adjustment to add back the share
based payment charge of €4.2 million and non-operating M&A related costs
of €5.7 million.
(c) Adjustment to add back exceptional items. See
Note 6, Exceptional items, within ‘Exhibit 99.2 - Condensed Consolidated
Interim Financial Statements' for a detailed list of exceptional items.
(d)
Adjustment to eliminate €1.7 million of costs incurred as part of the
issuance of new debt drawn down on June 20, 2018, €1.3 million of
non-cash foreign exchange translation losses and €1.0 million of foreign
exchange losses on derivatives.
(e) 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.

Nomad Foods Limited
Adjusted Financial Information
(In
€ millions)

The following table reconciles EBITDA and Adjusted EBITDA for the three
months ended June 30, 2018 to the reported results of Nomad Foods for
such period.

   

EBITDA and Adjusted EBITDA (unaudited)

Three Months Ended June 30, 2018

 
€ in millions

Three months ended
June 30, 2018

Profit for the period 31.0
Taxation 10.7
Net financing costs 17.9
Depreciation 9.5
Amortization 1.7  
EBITDA 70.8
Acquisition purchase price adjustments 2.1 (a)
Exceptional items 6.1 (b)
Other Adjustments 9.9 (c)
Adjusted EBITDA (d) 88.9  
 

(a) Adjustment to add back the non-cash charge related to the increase
in inventory fair value recorded as part of the Goodfella's Pizza
purchase price accounting.
(b) Adjustment to add back exceptional
items. See Note 6, Exceptional items, within ‘Exhibit 99.2 - Condensed
Consolidated Interim Financial Statements' for a detailed list of
exceptional items.
(c) Other adjustments include the elimination of
share-based payment charges of €4.2 million and elimination of
non-operating M&A related costs of €5.7 million.
(d) Adjusted
EBITDA margin of 18.2% for the three months ended June 30, 2018 is
calculated by dividing Adjusted EBITDA by revenue of €488.2 million per
page 8.

Nomad Foods Limited
Adjusted Financial Information
(In
€ millions, except per share data)

The following table reconciles adjusted financial information for the
three months ended June 30, 2017 to the reported results of Nomad Foods
for such period.

       

Adjusted Statements of Profit or Loss (unaudited)

Three Months Ended June 30, 2017

 
€ in millions, except per share data

As reported for the
three months ended
June
30, 2017

Adjustments

As adjusted for the
three months ended
June
30, 2017

Revenue 458.1 458.1
Cost of sales (313.8 )   (313.8 )
Gross profit 144.3 144.3
Other operating expenses (75.3 ) 0.8 (a) (74.5 )
Exceptional items (11.5 ) 11.5   (b)  
Operating profit 57.5 12.3 69.8
Finance income 5.0 (5.0 )
Finance costs (37.3 ) 22.4   (14.9 )
Net financing costs (32.3 ) 17.4   (c) (14.9 )
Profit before tax 25.2 29.7 54.9
Taxation (5.9 ) (6.7 ) (d) (12.6 )
Profit for the period 19.3   23.0   42.3  
Weighted average shares outstanding in millions - basic 181.7 181.7
Basic earnings per share 0.11 0.23
Weighted average shares outstanding in millions - diluted 181.7 181.7
Diluted earnings per share 0.11 0.23
 

(a) Adjustment to add back the share-based payment charge.
(b)
Adjustment to add back exceptional items. See Note 6, Exceptional items,
within ‘Exhibit 99.2 - Condensed Consolidated Interim Financial
Statements' for a detailed list of exceptional items.
(c)
Adjustment to eliminate €19.5 million of costs incurred in conjunction
with the refinancing on May 3, 2017, €3.5 million of non-cash foreign
exchange translation losses and €5.6 million foreign exchange gains on
derivatives.
(d) Adjustment to reflect the tax impact of the above
at the applicable tax rate for each exceptional item, determined by the
nature of the item and the jurisdiction in which it arises.

Nomad Foods Limited
Adjusted Financial Information
(In
€ millions)

The following table reconciles EBITDA and Adjusted EBITDA for the three
months ended June 30, 2017 to the reported results of Nomad Foods for
such period.

   

EBITDA and Adjusted EBITDA (unaudited)

Three Months Ended June 30, 2017

 
€ in millions

Three months ended
June 30, 2017

Profit for the period 19.3
Taxation 5.9
Net financing costs 32.3
Depreciation 8.1
Amortization 1.4  
EBITDA 67.0
Exceptional items 11.5 (a)
Other Adjustments 0.8 (b)
Adjusted EBITDA(c) 79.3  
 

(a) Adjustment to add back exceptional items. See Note 6, Exceptional
items, within ‘Exhibit 99.2 - Condensed Consolidated Interim Financial
Statements' for a detailed list of exceptional items.
(b) Other
adjustments include the elimination of the share-based payment charges
of €0.8 million.
(c) Adjusted EBITDA margin 17.3% for the three
months ended June 30, 2017 is calculated by dividing Adjusted EBITDA by
revenue of €458.1 million per page 10.

Nomad Foods Limited
Adjusted Financial Information
(In
€ millions, except per share data)

The following table reconciles adjusted financial information for the
six months ended June 30, 2018 to the reported results of Nomad Foods
for such period.

       

Adjusted Statements of Profit or Loss (unaudited)

Six Months Ended June 30, 2018

 
€ in millions, except per share data

As reported for the
six months ended
June
30, 2018

Adjustments

As adjusted for the
six months ended
June
30, 2018

Revenue 1,027.4 1,027.4
Cost of sales (704.6 ) 2.1   (a) (702.5 )
Gross profit 322.8 2.1 324.9
Other operating expenses (168.6 ) 14.6 (b) (154.0 )
Exceptional items (7.6 ) 7.6   (c)  
Operating profit 146.6 24.3 170.9
Finance income 3.1 (3.1 )
Finance costs (27.1 ) 0.1   (27.0 )
Net financing costs (24.0 ) (3.0 ) (d) (27.0 )
Profit before tax 122.6 21.3 143.9
Taxation (29.2 ) (3.3 ) (e) (32.5 )
Profit for the period 93.4   18.0   111.4  
Weighted average shares outstanding in millions - basic 175.5 175.5
Basic earnings per share 0.53 0.63
Weighted average shares outstanding in millions - diluted 175.5 175.5
Diluted earnings per share 0.53 0.63
 

(a) Adjustments to add back the non-cash charge related to the increase
in inventory fair value recorded as part of the Goodfella's Pizza
purchase price accounting.
(b) Adjustment to add back the
share-based payment charge of €6.4 million and non-operating M&A related
costs of €8.2 million.
(c) Adjustment to add back exceptional
items. See Note 6, Exceptional items, within ‘Exhibit 99.2 - Condensed
Consolidated Interim Financial Statements' for a detailed list of
exceptional items.
(d) Adjustment to eliminate €1.7 million of
costs incurred in conjunction with the issuance of new debt drawn down
on June 20, 2018, eliminate €0.2 million of non-cash foreign exchange
translation losses and €4.9 million of foreign exchange gains on
derivatives.
(e) 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.

Nomad Foods Limited
Adjusted Financial Information
(In
€ millions)

The following table reconciles EBITDA and Adjusted EBITDA for the six
months ended June 30, 2018 to the reported results of Nomad Foods for
such period.

   

EBITDA and Adjusted EBITDA (unaudited)

Six Months Ended June 30, 2018

 
€ in millions

Six months ended
June 30, 2018

Profit for the period 93.4
Taxation 29.2
Net financing costs 24.0
Depreciation 18.0
Amortization 3.2  
EBITDA 167.8
Acquisition purchase price adjustments 2.1 (a)
Exceptional items 7.6 (b)
Other Adjustments 14.6 (c)
Adjusted EBITDA (d) 192.1  
 

(a) Adjustment to add back the non-cash charge related to the increase
in inventory fair value recorded as part of the Goodfella's Pizza
purchase price accounting.
(b) Adjustment to add back exceptional
items. See Note 6, Exceptional items, within ‘Exhibit 99.2 - Condensed
Consolidated Interim Financial Statements' for a detailed list of
exceptional items.
(c) Other adjustments include the elimination of
the share-based payment charge of €6.4 million and non-operating M&A
related costs of €8.2 million.
(d) Adjusted EBITDA margin of 18.7%
for the six months ended June 30, 2018 is calculated by dividing
Adjusted EBITDA by revenue of €1,027.4 million per page 12.

Nomad Foods Limited
Adjusted Financial Information
(In
€ millions)

The following table reconciles Adjusted financial information for the
six months ended June 30, 2017 to the reported results of Nomad Foods
for such period.

       

Adjusted Statements of Profit or Loss (unaudited)

Six Months Ended June 30, 2017

 
€ in millions, except per share data

As reported for the
six months ended
June
30, 2017

Adjustments

As Adjusted for the
six months ended
June
30, 2017

Revenue 989.4 989.4
Cost of sales (689.0 )   (689.0 )
Gross profit 300.4 300.4
Other operating expenses (156.2 ) 2.1 (a) (154.1 )
Exceptional items (11.4 ) 11.4   (b)  
Operating profit 132.8 13.5 146.3
Finance income 5.6 (5.4 ) 0.2
Finance costs (54.0 ) 21.4   (32.6 )
Net financing costs (48.4 ) 16.0   (c) (32.4 )
Profit before tax 84.4 29.5 113.9
Taxation (17.1 ) (9.1 ) (d) (26.2 )
Profit for the period 67.3   20.4   87.7  
Weighted average shares outstanding in millions - basic 182.7 182.7
Basic earnings per share 0.37 0.48
Weighted average shares outstanding in millions - diluted 182.7 182.7
Diluted earnings per share 0.37 0.48
 

(a) Adjustment to add back the share based payment charge.
(b)
Adjustment to add back exceptional items. See Note 6, Exceptional items,
within ‘Exhibit 99.2 - Condensed Consolidated Interim Financial
Statements' for a detailed list of exceptional items.
(c)
Adjustment to eliminate €19.5 million of costs incurred as part of the
refinancing on the May 3, 2017, €2.5 million of foreign exchange
translation losses and €6.0 million of foreign currency gains on
derivatives.
(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.

Nomad Foods Limited
Adjusted Financial Information
(In
€ millions)

The following table reconciles EBITDA and Adjusted EBITDA for the six
months ended June 30, 2017 to the reported results of Nomad Foods for
such period:

   

EBITDA and Adjusted EBITDA (unaudited)

Six Months Ended June 30, 2017

 
€ in millions

Six months ended
June 30, 2017

Profit for the period 67.3
Taxation 17.1
Net financing costs 48.4
Depreciation 18.0
Amortization 3.8  
EBITDA 154.6
Exceptional items 11.4 (a)
Other Adjustments 2.1   (b)
Adjusted EBITDA(c) 168.1  
 

(a) Adjustment to add back exceptional items. See Note 6, Exceptional
items, within ‘Exhibit 99.2 - Condensed Consolidated Interim Financial
Statements' for a detailed list of exceptional items.
(b) Other
adjustments include the elimination of the share-based payment charge.
(c)
Adjusted EBITDA margin of 17.0% for the six months ended June 30, 2017
is calculated by dividing Adjusted EBITDA by revenue of €989.4 million
per page 14.

   

Nomad Foods Limited

Adjusted Financial Information (continued)

 

Appendix 1: Reconciliation from reported to organic
revenue growth

 

Year on Year Growth - June 30, 2018 compared with June 30, 2017:

 

Three Months Ended
June 30, 2018

Six Months Ended
June 30, 2018

YoY Growth YoY Growth
Reported Revenue Growth 6.6 % 3.8 %
Of which:
- Organic Revenue Growth 1.3 % 2.1 %
- Acquisitions 6.4 % 3.0 %
- Translational FX (a) (1.1 )% (1.3 )%
Total 6.6 % 3.8 %
 

(a) Translational FX is calculated by translating data of the current
and comparative periods using a budget foreign exchange rate that is set
once a year as part of the Company's internal annual forecast process.

Forward-Looking Statements

Forward-Looking Statements and Disclaimers

Certain statements in this announcement are forward-looking statements
which are based on the Company's expectations, intentions and
projections regarding its future performance, anticipated events or
trends and other matters that are not historical facts, including
expectations regarding (i) the Company's ability to expand its presence
and market share in the frozen foods market; (ii) the success of the
Company's strategic initiatives including focus on core products,
product enhancements and media investments; (iii) the timing and success
of new product launches such as Veggie Power, Good For You, Pulses and
PEASE; (iv) completion of successful acquisitions in the same and
adjacent categories; (v) the future operating and financial performance
of the Company including organic growth rate and our guidance with
respect to Adjusted EBITDA and Adjusted EPS, gross margins and operating
expenses; and (vi) synergies and other benefits from the Goodfella's and
Aunt Bessie's acquisitions, including an increase in the size and scale
of the Company's U.K. business and the level of additional revenue,
earnings and EBITDA generated by these businesses in 2018 . These
statements are not guarantees of future performance and are subject to
known and unknown risks, uncertainties and other factors that could
cause actual results to differ materially from those expressed or
implied by such forward-looking statements, including (i) economic
conditions, competition and other risks that may affect the Company's
future performance; (ii) the risk that securities markets will react
negatively to actions by the Company; (iii) the ability to recognize the
anticipated benefits to the Company of strategic initiatives; (iv) the
successful completion of strategic acquisitions; (v) changes in
applicable laws or regulations; and (vi) the other risks and
uncertainties disclosed in the Company's public filings and any other
public disclosures by the Company. Given these risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only as of
the date of such statements and, except as required by applicable law,
the Company does not undertake any obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.

No Offer or Solicitation

This release and referenced conference call is provided for
informational purposes only and does not constitute an offer to sell, or
an invitation to subscribe for, purchase or exchange, any securities or
the solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance, exchange or transfer of the securities
referred to in this press release in any jurisdiction in contravention
of applicable law.

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or
distributed should inform themselves about and observe such restrictions.

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