Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2018 | |
Document And Entity Information [Abstract] | |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2018 |
Document Fiscal Year Focus | 2,018 |
Document Fiscal Period Focus | Q1 |
Entity Registrant Name | Nomad Foods Ltd. |
Entity Central Index Key | 1,651,717 |
Current Fiscal Year End Date | --12-31 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Interim Statements of Financial Position - EUR (€) € in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Non-current assets | ||
Goodwill | € 1,745.6 | € 1,745.6 |
Intangibles | 1,723.9 | 1,724.4 |
Property, plant and equipment | 287.4 | 295.4 |
Other receivables | 3.5 | 4.3 |
Derivative financial instruments | 17.6 | 18.6 |
Deferred tax assets | 70.9 | 64.3 |
Total non-current assets | 3,848.9 | 3,852.6 |
Current assets | ||
Cash and cash equivalents | 393.8 | 219.2 |
Inventories | 286.9 | 306.9 |
Trade and other receivables | 172.9 | 147.1 |
Indemnification assets | 73.8 | 73.8 |
Derivative financial instruments | 4.6 | 2.1 |
Total current assets | 932 | 749.1 |
Total assets | 4,780.9 | 4,601.7 |
Current liabilities | ||
Trade and other payables | 474.9 | 477.5 |
Current tax payable | 167.8 | 145.3 |
Provisions | 61.4 | 68 |
Loans and borrowings | 3.6 | 3.3 |
Derivative financial instruments | 9.1 | 7.8 |
Total current liabilities | 716.8 | 701.9 |
Non-current liabilities | ||
Loans and borrowings | 1,479.1 | 1,395.1 |
Employee benefits | 194 | 188.4 |
Trade and other payables | 1.8 | 1.8 |
Provisions | 68.4 | 72.8 |
Derivative financial instruments | 77.7 | 61.4 |
Deferred tax liabilities | 326.6 | 327.7 |
Total non-current liabilities | 2,147.6 | 2,047.2 |
Total liabilities | 2,864.4 | 2,749.1 |
Net assets | 1,916.5 | 1,852.6 |
Equity attributable to equity holders | ||
Share capital | 0 | 0 |
Capital reserve | 1,744.5 | 1,623.7 |
Share based compensation reserve | 5.1 | 2.9 |
Founder Preferred Shares Dividend reserve | 372.6 | 493.4 |
Translation reserve | 87.8 | 83.2 |
Cash flow hedging reserve | (3.5) | (3) |
Accumulated deficit | (290) | (347.6) |
Total equity | € 1,916.5 | € 1,852.6 |
Unaudited Condensed Consolidat3
Unaudited Condensed Consolidated Interim Statements of Profit or Loss - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Profit or loss [abstract] | ||
Revenue | € 539.2 | € 531.3 |
Cost of sales | (367.9) | (375.2) |
Gross profit | 171.3 | 156.1 |
Other operating expenses | (82.8) | (80.9) |
Exceptional items | (1.5) | 0.1 |
Operating profit | 87 | 75.3 |
Finance income | 6.2 | 1.6 |
Finance costs | (12.3) | (17.7) |
Net financing costs | (6.1) | (16.1) |
Profit before tax | 80.9 | 59.2 |
Taxation | (18.5) | (11.2) |
Profit for the period | € 62.4 | € 48 |
Earnings per share | ||
Basic and diluted earnings per share (in euro per share) | € 0.36 | € 0.26 |
Unaudited Condensed Consolidat4
Unaudited Condensed Consolidated Interim Statements of Comprehensive Income/(Loss) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of comprehensive income [abstract] | ||
Profit for the period | € 62.4 | € 48 |
Other comprehensive (loss)/income: | ||
Actuarial losses on defined benefit pension plans | (7.1) | 0 |
Taxation credit on measurement of defined benefit pension plans | 2.3 | 0 |
Items not reclassified to the Statement of Profit or Loss | (4.8) | 0 |
Gain/(loss) on investment in foreign subsidiary, net of hedge | 4.6 | (2.7) |
Effective portion of changes in fair value of cash flow hedges | (0.1) | (5.7) |
Taxation (charge)/credit relating to components of other comprehensive income | (0.4) | 1.6 |
Items that may be subsequently reclassified to the Statement of Profit or Loss | 4.1 | (6.8) |
Other comprehensive loss for the period, net of tax | (0.7) | (6.8) |
Total comprehensive income for the period | € 61.7 | € 41.2 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Interim Statements of Changes in Equity - EUR (€) € in Millions | Total | Share capital | Capital reserve | Share based compensation reserve | Founder preferred shares dividend reserve | Translation reserve | Cash flow hedging reserve | Accumulated deficit reserve |
Equity, beginning balance at Dec. 31, 2016 | € 1,902.5 | € 0 | € 1,800.7 | € 1 | € 493.4 | € 84 | € 8.4 | € (485) |
Profit for the period | 48 | 48 | ||||||
Other comprehensive income (loss) for the year | (6.8) | (2.7) | (4.1) | |||||
Total comprehensive income for the period | 41.2 | (2.7) | (4.1) | 48 | ||||
Share based payment charge | 1.3 | 1.3 | ||||||
Total transaction with owners, recognized directly in equity | 1.3 | 1.3 | ||||||
Equity, ending balance at Mar. 31, 2017 | 1,945 | 0 | 1,800.7 | 2.3 | 493.4 | 81.3 | 4.3 | (437) |
Equity, beginning balance at Dec. 31, 2017 | 1,852.6 | 0 | 1,623.7 | 2.9 | 493.4 | 83.2 | (3) | (347.6) |
Profit for the period | 62.4 | 62.4 | ||||||
Other comprehensive income (loss) for the year | (0.7) | 4.6 | (0.5) | (4.8) | ||||
Total comprehensive income for the period | 61.7 | 4.6 | (0.5) | 57.6 | ||||
Founder Preferred Shares Annual Dividend Amount | 0 | 120.8 | (120.8) | |||||
Share based payment charge | 2.2 | 2.2 | ||||||
Total transaction with owners, recognized directly in equity | 2.2 | 120.8 | 2.2 | (120.8) | ||||
Equity, ending balance at Mar. 31, 2018 | € 1,916.5 | € 0 | € 1,744.5 | € 5.1 | € 372.6 | € 87.8 | € (3.5) | € (290) |
Unaudited Condensed Consolidat6
Unaudited Condensed Consolidated Interim Statements of Cash Flows - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities | ||
Profit for the period | € 62.4 | € 48 |
Adjustments for: | ||
Exceptional items | 1.5 | (0.1) |
Share based payments expense | 2.2 | 1.3 |
Depreciation and amortization | 10 | 12.3 |
Loss on disposal of property, plant and equipment | 0.1 | 0.2 |
Finance costs | 12.3 | 17.7 |
Finance income | (6.2) | (1.6) |
Taxation | 18.5 | 11.2 |
Operating cash flow before changes in working capital, provisions and net of acquisitions | 100.8 | 89 |
Decrease in inventories | 19.6 | 26.3 |
Increase in trade and other receivables | (25.1) | (9) |
Decrease in trade and other payables | (5.3) | (14.7) |
Increase/(decrease) in employee benefits and other provisions | 0.1 | (0.3) |
Cash generated from operations before tax and exceptional items | 90.1 | 91.3 |
Cash flows relating to exceptional items | (6) | (23.4) |
Tax (paid)/refunded | (2.6) | 0.8 |
Net cash generated from operating activities | 81.5 | 68.7 |
Cash flows from investing activities | ||
Purchase of property, plant and equipment | (3.7) | (6.8) |
Purchase of intangibles | (1.1) | (1.2) |
Cash used in investing activities | (4.8) | (8) |
Cash flows from financing activities | ||
Issuance of new loan principal | 100.4 | 0 |
Payment of finance leases | 0 | (1.6) |
Proceeds on settlement of derivatives | 3.7 | 0.5 |
Interest paid | (7.1) | (15.2) |
Interest received | 0 | 0.2 |
Net cash provided by/(used in) financing activities | 97 | (16.1) |
Net increase in cash and cash equivalents | 173.7 | 44.6 |
Cash and cash equivalents at beginning of period | 219.2 | 329.5 |
Effect of exchange rate fluctuations | 0.9 | (2.5) |
Cash and cash equivalents at end of period | € 393.8 | € 371.6 |
General information
General information | 3 Months Ended |
Mar. 31, 2018 | |
General Information About Financial Statements [Abstract] | |
General information | General information These unaudited condensed consolidated interim financial statements (“interim financial statements”) as at and for the three months ended March 31, 2018 comprise Nomad Foods Limited and its subsidiaries (together referred to as the “Company” or “Nomad”). Nomad Foods Limited (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 in the future across the broader food sector. Nomad produces, markets and distributes brands in 17 countries and has the leading market share in Western Europe. The Company’s portfolio of leading frozen food brands includes Birds Eye, Iglo and Findus. The Company’s sales and working capital levels have historically been affected to a limited extent by seasonality. In general, sales volumes for frozen food are slightly higher in colder or winter months and variable production costs and working capital will vary depending on the harvesting and buying periods of seasonal raw materials, in particular vegetable crops. For example, stock levels typically peak in August to September just after the pea harvest and as a result, more working capital is required during those months. Nomad is a company registered in the British Virgin Islands and domiciled for tax in the United Kingdom. |
Basis of preparation
Basis of preparation | 3 Months Ended |
Mar. 31, 2018 | |
Basis Of Presentation [Abstract] | |
Basis of preparation | Basis of preparation These unaudited condensed consolidated interim financial statements for the three months ended March 31, 2018 have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the IASB and as adopted by the European Union. They do not include all the information required for a complete set of IFRS financial statements. The financial information consolidates the Company and the subsidiaries it controls and includes selected notes to explain events and transactions that are significant to an understanding of the changes in Nomad’s financial position and performance since the last annual consolidated financial statements. Therefore the unaudited condensed consolidated interim financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2017 , which have been prepared in accordance with International Financial Reporting Standards as issued by the IASB and as adopted by the European Union (“IFRS”). These unaudited condensed consolidated interim financial statements were authorized for issue by the Company’s Board of Directors on May 8, 2018. There are no new accounting standards which have a material impact on this financial information, except for disclosure requirements upon the adoption of IFRS 9, Financial Instruments & IFRS 15, Revenue from Contracts with Customers . The accounting policies used by management in preparing these condensed consolidated financial statements were the same as those that applied to the consolidated financial statements as at and for the year ended December 31, 2017 , except taxes on income. These are accrued based on management's estimate of the average annual effective income tax rate on profits excluding exceptional items, applied to the pre-tax income excluding exceptional items of the period. It also reflects the tax impact of exceptional items accounted for in the period. The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis in preparing the consolidated interim financial statements. |
Accounting estimates and judgme
Accounting estimates and judgments | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies, Changes in Accounting Estimates and Errors [Abstract] | |
Accounting estimates and judgments | Accounting estimates and judgments The preparation of financial statements in accordance with IFRS requires the use of estimates. It also requires management to exercise judgment in applying the accounting policies. The key areas involving a higher degree of judgment or complexity, or areas where assumptions are significant to the consolidated financial statements are highlighted under the relevant note. In preparing the condensed consolidated interim financial statements, the key sources of estimation uncertainty for the interim period ended March 31, 2018 , which were the same as those that applied to the consolidated financial statements as at and for the year ended December 31, 2017 , were as follows: 3.1 Business Combinations The Company is required to recognize separately, at the acquisition date, the identifiable assets, liabilities and contingent liabilities acquired or assumed in a business combination at their fair values. This involves judgment over whether intangible assets can be separately identified as well as an estimate of fair value of all assets and liabilities acquired. Such estimates are based on valuation techniques, which require considerable judgment in forecasting future cash flows and developing other assumptions. These estimates are based on information available on the acquisition date and assumptions that have been deemed reasonable by management. The following judgments, estimates and assumptions can materially affect our financial position and profit: • The fair value of intangible and tangible assets that are subject to depreciation or amortization in future periods. • Future changes to the assumptions used in estimating the value of assets and liabilities may result in additional expenses or income. 3.2 Fair value of derivative financial instruments Note 12 includes details of the fair value of the derivative instruments that the Company holds at the end of each financial period. The fair value of derivatives is determined using forward rates at the balance sheet date, with the resulting value discounted back to present value. 3.3 Employee benefit obligation The Company operates a number of defined benefit pension schemes and post-employment benefit schemes which are valued by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods. Each Scheme has an actuarial valuation performed and is dependent on a series of assumptions. See Note 14 for details of material changes, if any, to assumptions since December 31, 2017 . 3.4 Carrying value of goodwill and brands Determining whether goodwill and brands are impaired requires an estimation of the value in use of the cash generating unit to which goodwill and brands have been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. A value in use calculation is carried out on an annual basis unless the Company identifies triggers that would indicate that the carrying value of these assets is impaired. 3.5 Revenue discounts and trade marketing expense Discounts given by the Company include rebates, price reductions and incentives given to customers, promotional couponing and trade communication costs. Each customer has a unique agreement that is governed by a combination of observable and unobservable performance conditions. At each quarter end date, any discount incurred but not yet invoiced is estimated, based on historical trends and rebate contracts with customers, and accrued as ‘trade terms’. See Note 12, which include details of trade terms balances included within trade receivables. In certain cases the estimate for discounts requires the use of forecast information for future trading periods and so there arises a degree of estimation uncertainty. These estimates are sensitive to variances between actual results and forecasts. The current accruals reflect the Company’s best estimate of these forecasts. Trade marketing expense is comprised of amounts paid to retailers for programs designed to promote Company products. The ultimate costs of these programs will depend upon retailer performance and is the subject of significant management estimates. The Company records as an expense, the estimated ultimate cost of the program in the period during which the program occurs and is based upon the programs offered, timing of those offers, estimated retailer performance based on history, management’s experience and current economic trends. 3.6 Uncertain tax positions Where tax exposures can be quantified, an accrual for uncertain tax positions is made based on best estimates and management’s judgments with regard to the amounts expected to be paid to the relevant tax authority. Given the inherent uncertainties in assessing the outcomes of these exposures (which can sometimes be binary in nature), the Company could in future periods experience adjustments to these accruals. The factors considered include the progress of discussions with the tax authorities and the level of documentary support for historical positions taken by previous owners. 3.7 Share based payments The Company at the end of each reporting period, in estimating its share-based payment charge assesses and revises its estimates of the number of interests that are expected to vest based on the non-market vesting conditions. Note 15 contains details of these assumptions and of the valuation model used. 3.8 Onerous contracts provisions Where the costs of fulfilling a contract exceed the economic benefits that the Company expects to receive from it, an onerous contract provision is recognized for the net unavoidable costs. In estimating the net unavoidable costs, management estimate foreseeable income that may be received and offset this against the minimum future cash outflows from fulfilling the contract. All cash flows are discounted at an appropriate discount rate. Estimating future income is highly judgmental and is based on management’s best estimate. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations1 [Abstract] | |
Acquisitions | Acquisitions Effective March 2, 2018, the Company acquired a 60% stake of the outstanding share capital of Toppfrys AB, a pea processing business in Sweden that complements our existing business model. The Company paid €3.2 million for a combination of shares and shareholder loans. The Company will consolidate the business and recognize a 40% non-controlling interest as it was determined to have control based on an assessment of the acquired business. In respect of the acquired business, Nomad concurrently have both put and call options with the remaining shareholders on the remaining 40% of the shares commencing in 2020. Non-controlling interests arise from business combinations in which the Company acquires less than a 100 per cent interest. Non-controlling interests are initially measured at either fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. Nomad determines on a transaction by transaction basis which measurement method is used. The excess of the consideration transferred, the amount of any non-controlling interests in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognized directly in the statement of comprehensive income. Subsequent to acquisition, the carrying amount of non-controlling interests is increased or decreased by the non-controlling interest’s share of subsequent changes in equity and payments to the non-controlling interest. Total comprehensive income is attributed to the non-controlling interests even if this results in the non-controlling interests having a negative balance. Acquisition-related costs incurred to effect a business combination are charged to expenses in the periods in which the costs are incurred and the services are received, except for the costs to issue debt or equity securities. On April 21, 2018, the Company completed our previously announced acquisition of Green Isle Foods Ltd. (“Goodfella’s Pizza”) in an all cash deal for a price of £200 million ( €230 million ), which is subject to customary working capital adjustments and finalizing acquisition completion accounts. See Note 19, Subsequent events after the Statement of Financial Position date. Indemnification assets March 31, 2018 December 31, 2017 €m €m Related to the Iglo acquisition at start of the period — 2.1 Release of indemnified provision — (2.1 ) Related to Iglo acquisition at end of the period — — Related to the Findus acquisition at start of the period 73.8 63.4 Remeasurement of indemnification assets — 10.4 Related to Findus acquisition at end of the period 73.8 73.8 Total indemnification assets 73.8 73.8 In total, €73.8 million of liabilities relating to the acquisition of Findus Group are covered by the indemnification assets as at March 31, 2018 . These liabilities were limited to the original value of the shares held in escrow following the completion of the acquisition of the Findus Group. The indemnification asset recognized in relation to the Findus Group is secured by shares held in escrow, so that the value of the assets may, in the future, be restricted to the value of these shares as at the Statement of Financial Position date. As at March 31, 2018 , €73.8 million ( December 31, 2017 : €73.8 million ) of the indemnification assets relate to the acquisition of the Findus Group for which 6,964,417 shares were held in escrow and were valued at $15.74 ( €12.77 ) ( December 31, 2017 : $16.91 ( €14.13 )) each. As part of the acquisition accounting for the Findus and Iglo Groups in 2015, the Company inherited several contingent liabilities for which the seller has provided an indemnity. To the extent that the liability has been recognized in the balance sheet, an indemnification asset has also been recognized. As part of the agreement to repurchase shares on June 12, 2017, the indemnities in relation to the Iglo acquisition were canceled. As a consequence, the indemnification asset of €2.1 million previously recognized was released. |
Segment reporting
Segment reporting | 3 Months Ended |
Mar. 31, 2018 | |
Operating Segments [Abstract] | |
Segment reporting | Segment reporting The Chief Operating Decision Maker (“CODM”) of the Company considers there to be one reporting and operating segment, being “Frozen Foods” and is reflected in the segment presentation below for the periods presented. For the three months ended March 31, 2018 2017 Note €m €m Profit for the period 62.4 48.0 Taxation 18.5 11.2 Net financing costs 6.1 16.1 Depreciation 8.5 9.9 Amortization 1.5 2.4 EBITDA 97.0 87.6 Exceptional items 6 1.5 (0.1 ) Other adjustments 4.7 1.3 Adjusted EBITDA 103.2 88.8 Other adjustments include the elimination of share-based payment charges for the three months ended March 31, 2018 of €2.2 million ( 2017 : €1.3 million ) and elimination of M&A related investigation costs, professional fees, transaction costs, purchase accounting related valuations and post-close transaction costs for the three months ended March 31, 2018 of €2.5 million ( 2017 : nil ). Nomad excludes these costs because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance. No information on segment assets or liabilities is presented to the CODM. External revenue by geography For the three months ended March 31, 2018 2017 €m €m United Kingdom 109.9 106.3 Italy 115.0 110.4 Germany 88.1 82.6 France 44.0 43.5 Sweden 49.5 57.1 Norway 31.0 32.7 Austria 29.5 26.2 Spain 19.7 20.8 Rest of Europe 52.5 51.7 Total external revenue by geography 539.2 531.3 |
Exceptional items
Exceptional items | 3 Months Ended |
Mar. 31, 2018 | |
Analysis of income and expense [abstract] | |
Exceptional items | Exceptional items For the three months ended March 31, 2018 2017 €m €m Findus Group integration costs 1.5 2.5 Implementation of strategic opportunities — 5.2 Remeasurement of indemnification assets — (10.4 ) Costs related to transactions — 2.1 Settlement of legacy matters — 0.4 Other restructuring costs — 0.1 Total exceptional items 1.5 (0.1 ) Following the acquisition of the Findus Group in November 2015, the Company initiated a substantial integration project. Costs of €1.5 million have been incurred in the three months ended March 31, 2018 ( 2017 : €2.5 million ) which relate to the rollout of the Nomad ERP system. Implementation of strategic opportunities and other items primarily relates to costs associated with the implementation of Nomad’s strategic vision across the Company and other tax costs. Costs of €5.2 million were incurred in the three months ended March 31, 2017 . The prior period excludes costs associated with legacy matters which are now allocated to 'Settlement of legacy matters', which has reduced the 2017 charge from €5.6 million to €5.2 million . Remeasurement of the indemnification assets relates to the movement in value of shares held in escrow as part of the consideration on the acquisition of the Findus Group as well as the release of indemnification assets associated with the acquisition of the Iglo Group as discussed in Note 11. Therefore the value of the assets may, in the future, be restricted to the value of these shares as at the balance sheet date. For the three months ended March 31, 2017 , costs related to transactions relates to enhanced control compliance procedures in territories. Costs of €0.4 million were recognized in the three months ended March 31, 2017 from liabilities relating to periods prior to acquisition of the Findus and Iglo businesses by the Company. These were previously classified within 'Implementation of strategic opportunities' and have been reclassified into this line for all successor periods presented. T he tax credit impact of the exceptional items for the three months ended March 31, 2018 amounts to €0.4 million ( 2017 : €2.4 million ). Included in the Condensed Consolidated Interim Statements of Cash Flows for the three months ended March 31, 2018 is €6.0 million ( 2017 : €23.4 million ) of cash outflows relating to exceptional items. This includes cash flows related to the above item in addition to the cash impact of the settlement of provisions brought forward from previous accounting periods. |
Finance income and costs
Finance income and costs | 3 Months Ended |
Mar. 31, 2018 | |
Analysis of income and expense [abstract] | |
Finance income and costs | Finance income and costs For the three months ended March 31, 2018 2017 €m €m Finance income Interest income 0.1 0.2 Gain on derivatives 5.0 0.5 Net foreign exchange gains arising on retranslation of financial assets and liabilities 1.1 0.9 Total finance income 6.2 1.6 Interest expense (a) (11.0 ) (15.3 ) Net pension interest costs (0.9 ) (0.9 ) Amortization of borrowing costs (0.1 ) (1.2 ) Interest on unwinding discounted items (0.3 ) (0.3 ) Total finance costs (12.3 ) (17.7 ) Net finance costs (6.1 ) (16.1 ) (a) Interest expense is shown net of gains recycled from the cash flow hedge reserve on cross currency interest rate swaps. |
Taxation
Taxation | 3 Months Ended |
Mar. 31, 2018 | |
Income Taxes [Abstract] | |
Taxation | Taxation Income tax expense of €18.5 million for the three months period to March 31, 2018 ( 2017 : €11.2 million ) is accrued based on management’s estimate of the average annual effective income tax rate on profits excluding exceptional items, applied to the pre-tax income excluding exceptional items of the periods. It also reflects the tax impact of exceptional items accounted for in the periods. The Company’s subsidiaries, which are subject to tax, operate in many different jurisdictions and, in some of these, certain tax matters are under discussion with local tax authorities. These discussions are often complex and can take many years to resolve. Accruals for tax contingencies require management to make estimates and judgments with respect to the ultimate outcome of a tax audit, and actual results could vary from these estimates. Where tax exposures can be quantified, a provision is made based on best estimates and management’s judgment. Given the inherent uncertainties in assessing the outcomes of these exposures (which can sometimes be binary in nature), the Company could in future periods experience adjustments to this provision. Management believes that the Company’s tax position on all open matters, including those in current discussion with local tax authorities, is robust and that the Company is appropriately provided. |
Earnings per share
Earnings per share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings per share [abstract] | |
Earnings per share | Earnings per share For the three months ended March 31, 2018 2017 Basic earnings per share Profit for the period 62.4 48.0 Weighted average Ordinary Shares and Founder Preferred Shares (basic) in millions 175.5 183.6 Basic earnings per share € 0.36 € 0.26 For the three months ended March 31, 2018 , basic earnings per share is calculated by dividing the profit for the period of the Company of €62.4 million ( 2017 : €48.0 million ) by the weighted average number of ordinary shares of 174.0 million ( 2017 : 182.1 million ) and Founder Preferred Shares of 1.5 million ( 2017 : 1.5 million ). The weighted average ordinary shares in 2018 includes the January 2, 2018 issuance of the Founder Preferred Shares Annual Dividend Amount as set out in Note 17. For the three months ended March 31, 2018 2017 €m €m Diluted earnings per share Profit for the period 62.4 48.0 Weighted average Ordinary Shares and Founder Preferred Shares (diluted) in millions 175.5 183.7 Diluted earnings per share € 0.36 € 0.26 For the three months period ended March 31, 2018 , the number of shares in the diluted earnings per share calculation has been adjusted by 53,498 for the dilutive impact of the 2017 Non-Executive Restricted Stock Awards that the Company are obligated to issue in 2018. Refer to Note 15 for further details. There is no adjustment to the profit for the period. The Ordinary shares that could be issued to settle the Founder Preferred Shares Annual Dividend Amount are potentially dilutive, but as set out in Note 17, the Founder Preferred Shares Annual Dividend Amount is determined with reference to the Dividend Determination Period of a financial year, i.e. the last ten consecutive trading days of 2018. |
Cash and cash equivalents
Cash and cash equivalents | 3 Months Ended |
Mar. 31, 2018 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Cash and cash equivalents | Cash and cash equivalents March 31, 2018 December 31, 2017 €m €m Cash and cash equivalents 393.5 219.0 Restricted cash 0.3 0.2 Cash and cash equivalents 393.8 219.2 ‘Cash and cash equivalents’ comprise cash balances and call deposits. There were no bank overdrafts reported in either period. Restricted cash comprises money that is primarily reserved for a specific purpose and therefore not available for immediate or general business use. |
Indemnification assets
Indemnification assets | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations1 [Abstract] | |
Indemnification assets | Acquisitions Effective March 2, 2018, the Company acquired a 60% stake of the outstanding share capital of Toppfrys AB, a pea processing business in Sweden that complements our existing business model. The Company paid €3.2 million for a combination of shares and shareholder loans. The Company will consolidate the business and recognize a 40% non-controlling interest as it was determined to have control based on an assessment of the acquired business. In respect of the acquired business, Nomad concurrently have both put and call options with the remaining shareholders on the remaining 40% of the shares commencing in 2020. Non-controlling interests arise from business combinations in which the Company acquires less than a 100 per cent interest. Non-controlling interests are initially measured at either fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. Nomad determines on a transaction by transaction basis which measurement method is used. The excess of the consideration transferred, the amount of any non-controlling interests in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognized directly in the statement of comprehensive income. Subsequent to acquisition, the carrying amount of non-controlling interests is increased or decreased by the non-controlling interest’s share of subsequent changes in equity and payments to the non-controlling interest. Total comprehensive income is attributed to the non-controlling interests even if this results in the non-controlling interests having a negative balance. Acquisition-related costs incurred to effect a business combination are charged to expenses in the periods in which the costs are incurred and the services are received, except for the costs to issue debt or equity securities. On April 21, 2018, the Company completed our previously announced acquisition of Green Isle Foods Ltd. (“Goodfella’s Pizza”) in an all cash deal for a price of £200 million ( €230 million ), which is subject to customary working capital adjustments and finalizing acquisition completion accounts. See Note 19, Subsequent events after the Statement of Financial Position date. Indemnification assets March 31, 2018 December 31, 2017 €m €m Related to the Iglo acquisition at start of the period — 2.1 Release of indemnified provision — (2.1 ) Related to Iglo acquisition at end of the period — — Related to the Findus acquisition at start of the period 73.8 63.4 Remeasurement of indemnification assets — 10.4 Related to Findus acquisition at end of the period 73.8 73.8 Total indemnification assets 73.8 73.8 In total, €73.8 million of liabilities relating to the acquisition of Findus Group are covered by the indemnification assets as at March 31, 2018 . These liabilities were limited to the original value of the shares held in escrow following the completion of the acquisition of the Findus Group. The indemnification asset recognized in relation to the Findus Group is secured by shares held in escrow, so that the value of the assets may, in the future, be restricted to the value of these shares as at the Statement of Financial Position date. As at March 31, 2018 , €73.8 million ( December 31, 2017 : €73.8 million ) of the indemnification assets relate to the acquisition of the Findus Group for which 6,964,417 shares were held in escrow and were valued at $15.74 ( €12.77 ) ( December 31, 2017 : $16.91 ( €14.13 )) each. As part of the acquisition accounting for the Findus and Iglo Groups in 2015, the Company inherited several contingent liabilities for which the seller has provided an indemnity. To the extent that the liability has been recognized in the balance sheet, an indemnification asset has also been recognized. As part of the agreement to repurchase shares on June 12, 2017, the indemnities in relation to the Iglo acquisition were canceled. As a consequence, the indemnification asset of €2.1 million previously recognized was released. |
Financial instruments
Financial instruments | 3 Months Ended |
Mar. 31, 2018 | |
Financial Instruments [Abstract] | |
Financial instruments | Financial instruments The following table shows the carrying amount of each Statement of Financial Position class split into the relevant category of financial instrument as defined in IAS 39 “Financial Instruments: Recognition & Measurement”. Cash and cash equivalents Loans and receivables Derivatives at fair value through profit or loss Derivatives used for hedging Financial liabilities at amortized cost Total March 31, 2018 €m €m €m €m €m €m Assets Measured at fair value Derivative financial instruments — — 3.5 18.7 — 22.2 Not measured at fair value Trade receivables — 110.9 — — — 110.9 Cash and cash equivalents 393.8 — — — — 393.8 Liabilities Measured at fair value Derivative financial instruments — — (1.1 ) (85.7 ) — (86.8 ) Not measured at fair value Trade and other payables excluding non-financial liabilities — — — — (433.3 ) (433.3 ) Loans and borrowings — — — — (1,493.7 ) (1,493.7 ) Total 393.8 110.9 2.4 (67.0 ) (1,927 ) (1,486.9 ) Trade receivables disclosed in the table above are net of contract liabilities related to discounts and trade marketing expenses of €156.4 million . Loans and borrowings are stated gross of capitalized deferred borrowing costs. Cash and cash equivalents Loans and receivables Derivatives at fair value through profit or loss Derivatives used for hedging Financial liabilities at amortized cost Total December 31, 2017 €m €m €m €m €m €m Assets Measured at fair value Derivative financial instruments — — 3.2 17.5 — 20.7 Not measured at fair value Trade receivables — 94.7 — — — 94.7 Cash and cash equivalents 219.2 — — — — 219.2 Liabilities Measured at fair value Derivative financial instruments — — (0.7 ) (68.5 ) — (69.2 ) Not measured at fair value Trade and other payables excluding non-financial liabilities — — — — (441.6 ) (441.6 ) Loans and borrowings — — — — (1,409.5 ) (1,409.5 ) Total 219.2 94.7 2.5 (51.0 ) (1,851.1 ) (1,585.7 ) Trade receivables disclosed in the table above are net of contract liabilities related to discounts and trade marketing expenses of €188.5 million . Loans and borrowings are stated gross of capitalized deferred borrowing costs. The Company has determined that the carrying amount of trade receivables, trade payables and cash and cash equivalents are a reasonable approximation of fair value. Derivative financial instruments The financial instruments are not traded in an active market and so the fair value of these instruments is determined from the implied forward rate. The valuation technique utilized by the Company maximizes the use of observable market data where it is available. All significant inputs required to fair value the instrument are observable. The Company has classified its derivative financial instruments as level 2 instruments as defined in IFRS 13 “Fair value measurement”. Interest bearing loans and borrowings The fair value of secured notes is determined by reference to price quotations in the active market in which they are traded. They are classified as level 1 instruments. The fair value of the senior loans is calculated by discounting the expected future cash flows at the period’s prevailing interest rates. They are classified as level 2 instruments. The Company has Senior Euro debt of €558.0 million and Senior USD debt of $660.0 million . Both are repayable on May 15, 2024, although the Senior USD debt requires a repayment of $6.6 million of principal each year until 2024, beginning May 15, 2018. An €80.0 million revolving credit facility is available until May 15, 2023 and will be utilized to support existing letters of credit and bank guarantees and certain other ancillary facilities outside of the Senior debt. The Company drew an additional Senior USD debt of $50 million and Senior Euro debt of €58 million in the first quarter of 2018, to partially fund the acquisition of Goodfella’s which completed in April 2018 and discussed in Note 19. The remainder of the acquisition price was funded through cash. Nomad Foods BondCo Plc has €400.0 million of 3.25% senior secured notes due May 15, 2024 (the “Notes”). Interest on the Notes is payable semi-annually in arrears on May 15 and November 15, commencing on November 15, 2017. Both the senior debt and the notes are guaranteed on a senior basis by the Company and certain subsidiaries thereof and are secured with equal ranking against certain assets of the Company. Fair value Carrying value March 31, 2018 December 31, 2017 March 31, 2018 December 31, 2017 €m €m €m €m Senior loans — — — — 2020 floating rate senior secured notes — — — — Senior EUR/USD loans 1,097.1 1,012.7 1,093.7 1,009.5 2024 fixed rate senior secured notes 406.6 412.2 400.0 400.0 Less deferred borrowing costs — — (11.0 ) (11.1 ) 1,503.7 1,424.9 1,482.7 1,398.4 |
Provisions
Provisions | 3 Months Ended |
Mar. 31, 2018 | |
Other Provisions, Contingent Liabilities and Contingent Assets [Abstract] | |
Provisions | Provisions Restructuring Onerous/ unfavorable contracts Provisions related to other taxes Contingent consideration Other Total €m €m €m €m €m €m Balance as of January 1. 2018 26.3 75.4 10.2 10.4 18.5 140.8 Additional provision in the period 0.3 — — — 0.6 0.9 Release of provision (0.1 ) — — — (0.4 ) (0.5 ) Utilization of provision (7.1 ) (1.1 ) — — (0.3 ) (8.5 ) Unwinding of discounting — 0.2 — 0.1 — 0.3 Foreign exchange — (3.2 ) — — — (3.2 ) Balance at March 31, 2018 19.4 71.3 10.2 10.5 18.4 129.8 Analysis of total provisions: March 31, 2018 December 31, 2017 Current 61.4 68.0 Non-current 68.4 72.8 Total 129.8 140.8 Restructuring The €19.4 million ( December 31, 2017 : €26.3 million ) provision relates to committed plans for certain restructuring activities of an exceptional nature which are due to be completed within the next 15 months . € 7.1 million has been utilized in the three months ended March 31, 2018 , which relates to the closure of the production facilities in Bjuv, Sweden and reorganizational activities arising from the implementation of Nomad's strategic vision across the Company. During the period, the Company signed an agreement with Foodhills AB to sell the buildings and parts of the premises in Bjuv. The purchase price could be up to SEK 85 million ( €8.6 million ), with cash received of SEK 72.25 million ( €7.2 million ) and the remainder held in escrow. The final settlement is subject to liabilities and warranties in the framework of the transaction which are covered within the provision. Onerous/unfavorable contracts Of the onerous/unfavorable contracts provision, € 68.7 million ( December 31, 2017 : €72.5 million ) is held in relation to a lease for a warehouse and factory facility in Bjuv. The factory is vacant and the Company currently anticipates the warehouse space will not be fully utilized by the Company or other third parties, so the lease has been identified as being onerous. The ability for the Company to offset the unavoidable costs associated with the unutilized portion of the facility with future rental income is highly uncertain and difficult to accurately estimate. The provision has been assessed to be the best estimate of the net unavoidable costs based on the latest information available. This provision will be frequently reassessed by management and may change significantly over time. Furthermore, an independent valuation of the lease performed as part of the acquisition accounting for the November 2, 2015 acquisition of the Findus Group identified that the lease payments were in excess of market rates, deeming the contract to be unfavorable. This provision will be utilized over the duration of the lease. The remaining provision of €2.6 million ( December 31, 2017 : €2.9 million ) relates to a service contract covering the same warehouse facility. Provisions related to other taxes The €10.2 million ( December 31, 2017 : €10.2 million ) provision relates to other taxes due to tax authorities after tax investigations within certain operating subsidiaries of the Nomad Group. Contingent consideration As at March 31, 2018 , the provision for contingent consideration comprised of €9.0 million and €1.5 million relating to the acquisition of La Cocinera and the Lutosa brand respectively ( December 31, 2017 : €8.9 million and €1.5 million , respectively). During the three months period ended March 31, 2018 , a €0.1 million charge has been recognized relating to the unwinding of discounting on the La Cocinera acquisition which occurred in Spain in April 2015. The consideration payable is dependent on specific future events and performance conditions being met. The payment is deferred until April 2020 but must be paid earlier if certain decisions are made by the Company. There was negligible movement on the contingent consideration provided for the Lutosa brand (under license until 2020), which was acquired in Belgium in 2014 and is payable in 2019. Other Other provisions include €5.9 million ( December 31, 2017 : €5.6 million ) of potential obligations in Italy, €3.1 million ( December 31, 2017 : €3.1 million ) for asset retirement obligations recognized as part of the Findus acquisition, €2.6 million ( December 31, 2017 : €2.7 million ) professional fees in respect of the above mentioned tax investigations and other obligations from previous accounting periods. |
Employee benefits
Employee benefits | 3 Months Ended |
Mar. 31, 2018 | |
Employee Benefits [Abstract] | |
Employee benefits | Employee benefits The Company operates defined benefit pension plans in Germany, Italy, Sweden and Austria as well as various contribution plans in other countries. The defined benefit pension plans are partially funded in Germany and Austria and unfunded in Sweden and Italy. In addition, an unfunded post-retirement medical plan is operated in Austria. In Germany and Italy, long term service awards are in operation and various other countries provide other employee benefits. There were no changes in the nature of any schemes in the three months ended March 31, 2018 . The total net employee benefit obligations as at March 31, 2018 is as follows: €m Balance as of January 1, 2018 188.4 Service cost 1.9 Net interest expense 0.9 Actuarial loss on pension scheme valuations 7.1 Benefits paid (1.8 ) Foreign exchange differences on translation (2.5 ) Balance as of March 31, 2018 194.0 The principal assumptions applied for the valuation at March 31, 2018 were the same as those applied at December 31, 2017 , except for the German plans which are the most significant in terms of plan assets and liabilities in the Company. The discount rate applied to the German defined benefits obligations decreased from 1.95% to 1.8% . |
Share based compensation reserv
Share based compensation reserve | 3 Months Ended |
Mar. 31, 2018 | |
Share Capital, Reserves and Other Equity Interest [Abstract] | |
Share based compensation reserve | Share based compensation reserve During 2015, the Company established a discretionary share award scheme, the Long-term Incentive Plan ("LTIP"), which enables the Company’s Compensation Committee to make grants (“Awards”) in the form of rights over ordinary shares, to any Director, Non-Executive Director or employee of the Company. The Compensation Committee currently awards grants to Senior Management, including those that are Directors and Non-Executive Directors. All Awards are to be settled by physical delivery of shares. Director and Senior Management Share Awards As part of its long term incentive initiatives, the Company has 5,218,600 restricted shares to the management team (the “Management Share Awards”) currently outstanding, split between three grant awards outstanding below. January 1, 2016 Award January 1, 2017 Award January 1, 2018 Award Total Number of awards outstanding at January 1, 2018 3,837,000 1,090,000 — 4,927,000 New awards granted in the period — — 481,600 481,600 Forfeitures in the period (115,000) (75,000) — (190,000) Number of awards outstanding at March 31, 2018 3,722,000 1,015,000 481,600 5,218,600 Relevant to each grant, half of the awards are contingent upon achieving one of a range of benchmark market share prices and the other half of the awards will vest provided one of a range of cumulative EBITDA performance targets are met over a four year period. If the share price benchmark is met, the shares for this portion of the awards will vest up to 50% over a two year period and up to 50% over a four year period. • For the "2016" award, the two year period is through to January 1, 2018 and the four year period through to January 1, 2020. • For the "2017" award, the two year period is through to January 1, 2019 and the four year period through to January 1, 2021. • For the "2018" award, the two year period is through to January 1, 2020 and the four year period through to January 1, 2022. The other half of the 2016, 2017 and 2018 awards will vest on January 1, 2020, 2021 and 2022, respectively, provided one of a range of cumulative EBITDA performance targets are met over the four -year periods listed above. None of the shares have vested. The stock compensation charge reported within the Consolidated Statement of Profit or Loss for the three months ended March 31, 2018 related to the Director and Senior Management Share Awards is €2.1 million ( Three months ended March 31, 2017 : €1.2 million ). The Company calculates the cost of the Management Share Awards based upon their fair value using the Monte Carlo Model, which is considered to be the most appropriate methodology considering the restricted shares only vest once the market performance conditions have been satisfied, as well as expected exercise period and the payment of dividends by the Company. Following a revision to the January 1, 2016 and 2017 awards schemes, which included changes to the EBITDA Performance Target Conditions and benchmark market share price targets, the inputs and assumptions underlying the Monte Carlo models for all awards outstanding as of valuation date are now as follows: January 1, 2016 Award January 1, 2017 Award January 1, 2018 Award Grant date price $ 16.91 $ 16.91 $ 16.91 Exercise price $ — $ — $ — Expected life of restricted share 0.78 – 2.00 years 1.25 – 3.00 years 2.54 – 4.00 years Expected volatility of the share price 22.0 % 22.0 % 24.0 % Dividend yield expected — % — % — % Risk free rate 2.06 % 2.15 % 2.23 % Employee exit rate 19.0 % 19.0 % 19.0 % EBITDA Performance Target Conditions 70.0%-90.0% 50.0%-70.0% 40.0%-50.0% The expected volatility of the share price inputs above were estimated by referencing selected quoted companies which are considered to exhibit some degree of comparability with the Company, as the Company has only been listed for approximately three years. Based on the revised assessment in the current period of fair value and the number of shares expected to vest, the total fair value in respect of the Restricted Shares as at the January 1, 2016 grant date are $19.6 million ( €15.9 million ) and $4.2 million ( €3.4 million ) as at the January 1, 2017 grant date. The fair value in respect of the Restricted Shares a s at the January 1, 2018 grant date is $1.6 million ( €1.3 million ). Non-Executive Director Restricted Share Awards In accordance with the Board approved independent Non-Executive Director compensation guidelines, each independent Non-Executive Director is granted $100,000 of restricted shares annually on the date of the annual general meeting, valued at the closing market price for such shares on this date. The restricted shares vest on the earlier to occur of the date of the Company’s annual meeting of shareholders or thirteen months from the date of grant. On June 19, 2017, current Non-Executive Directors were granted 41,724 restricted share awards at a share price of $14.38 . On August 22, 2017, two new Non-Executive Directors were granted a pro-rata 11,774 restricted share awards at the same share price and vesting conditions as the previous grant. The total charge within the Statement of Consolidated Profit or Loss for the three months ended March 31, 2018 related to Non-Executive Directors stock compensation awards is €0.1 million . The total charge within the Statement of Consolidated Profit or Loss for the three months ended March 31, 2017 was €0.1 million . Share based compensation reserve Non-Executive Directors Award Management Share Award 2016 Management Share Award 2017 Management Share Award 2018 Total Share based €m €m €m €m €m Balance as of January 1, 2018 0.5 2.2 0.2 — 2.9 Non-Executive Director restricted share awards charge 0.1 — — — 0.1 Directors and Senior Management share awards charge - January 1, 2016 — 1.7 — — 1.7 Directors and Senior Management share awards charge - January 1, 2017 — — 0.3 — 0.3 Directors and Senior Management share awards charge - January 1, 2018 — — — 0.1 0.1 Balance as of March 31, 2018 0.6 3.9 0.5 0.1 5.1 Founder Preferred Shares Dividend Reserve Nomad has issued Founder Preferred Shares to its Founder Entities. Holders of the Founder Preferred Shares are entitled to receive annual dividend amounts subject to certain performance conditions (the “Founder Preferred Shares Annual Dividend Amount”). The Founder Preferred Shares Annual Dividend Amount is structured to provide a dividend based on the future appreciation of the market value of the ordinary shares, thus aligning the interests of the Founders with those of the investors on a long term basis. The Preferred Shares Annual Dividend Amount is determined with reference to the Dividend Determination Period of a financial year, i.e. the last 10 consecutive trading days and calculated as 20% of the increase in the volume weighted average share price of the Company’s ordinary shares across the determination period compared to the highest price previously used in calculating the Founder Preferred Share Annual Dividend Amounts ( $11.4824 ) multiplied by 140,220,619 shares (the “Preferred Share Dividend Equivalent”). The conditions of the Founder Preferred Shares Annual Dividend Amount for 2017 were met and issued on January 2, 2018. The Company issued a share dividend of 8,705,890 ordinary shares calculated as 20% of the increase in the market price of our ordinary shares compared to 2015 dividend price of $11.4824 multiplied by Preferred Share Dividend Equivalent. The Dividend Price used to calculate the Annual Dividend Amount was $16.6516 (calculated based upon the volume weighted average price for the last ten consecutive trading days of 2017). Accordingly, the balance of the Founder Preferred Shares Dividend Reserve as at March 31, 2018 decreased to €372.6 million ( December 31, 2017 : €493.4 million ). The Founder Preferred Shares Annual Dividend Amount is paid for so long as the Founder Preferred Shares remain outstanding. The Founder Preferred Shares automatically convert on the last day of the seventh full financial year following completion of the acquisition of the Iglo Group or upon a change of control, unless in the case of a change of control, the independent Directors determine otherwise. The amounts used for the purposes of calculating the Founder Preferred Shares Annual Dividend Amount and the Preferred Share Dividend Equivalent are subject to such adjustments for share splits, share dividends and certain other recapitalisation events as the Directors in their absolute discretion determine to be fair and reasonable in the event of a consolidation or sub-division of the ordinary shares in issue, as determined in accordance with Nomad’s Memorandum and Articles of Association. |
Share Capital and Capital reser
Share Capital and Capital reserve | 3 Months Ended |
Mar. 31, 2018 | |
Share Capital, Reserves and Other Equity Interest [Abstract] | |
Share Capital and Capital reserve | Share Capital and Capital reserve Ordinary Shares On January 2, 2018, the Company issued a share dividend of 8,705,890 ordinary shares calculated as 20% of the increase in the market price of our ordinary shares compared to 2015 dividend price of $11.4824 multiplied by Preferred Share Dividend Equivalent. The Dividend Price used to calculate the Annual Dividend Amount was $16.6516 (calculated based upon the volume weighted average price for the last ten consecutive trading days of 2017). Shares March 31, 2018 December 31, 2017 March 31, 2018 December 31, 2017 €m €m Authorized Share Capital: Unlimited number of Ordinary Shares with $nil nominal value issued at $10.00 per share n/a n/a n/a n/a Unlimited number of Founder Preferred Shares with $nil nominal value issued at $10.00 per share n/a n/a n/a n/a Issued and fully paid: Ordinary Shares 173,997,436 165,291,546 1,747.7 1,626.9 Founder Preferred Shares 1,500,000 1,500,000 10.6 10.6 1,758.3 1,637.5 Listing and share transaction costs (13.8 ) (13.8 ) Total Capital reserve 1,744.5 1,623.7 |
Founder Preferred Shares Divide
Founder Preferred Shares Dividend Reserve | 3 Months Ended |
Mar. 31, 2018 | |
Share Capital, Reserves and Other Equity Interest [Abstract] | |
Founder Preferred Shares Dividend Reserve | Share based compensation reserve During 2015, the Company established a discretionary share award scheme, the Long-term Incentive Plan ("LTIP"), which enables the Company’s Compensation Committee to make grants (“Awards”) in the form of rights over ordinary shares, to any Director, Non-Executive Director or employee of the Company. The Compensation Committee currently awards grants to Senior Management, including those that are Directors and Non-Executive Directors. All Awards are to be settled by physical delivery of shares. Director and Senior Management Share Awards As part of its long term incentive initiatives, the Company has 5,218,600 restricted shares to the management team (the “Management Share Awards”) currently outstanding, split between three grant awards outstanding below. January 1, 2016 Award January 1, 2017 Award January 1, 2018 Award Total Number of awards outstanding at January 1, 2018 3,837,000 1,090,000 — 4,927,000 New awards granted in the period — — 481,600 481,600 Forfeitures in the period (115,000) (75,000) — (190,000) Number of awards outstanding at March 31, 2018 3,722,000 1,015,000 481,600 5,218,600 Relevant to each grant, half of the awards are contingent upon achieving one of a range of benchmark market share prices and the other half of the awards will vest provided one of a range of cumulative EBITDA performance targets are met over a four year period. If the share price benchmark is met, the shares for this portion of the awards will vest up to 50% over a two year period and up to 50% over a four year period. • For the "2016" award, the two year period is through to January 1, 2018 and the four year period through to January 1, 2020. • For the "2017" award, the two year period is through to January 1, 2019 and the four year period through to January 1, 2021. • For the "2018" award, the two year period is through to January 1, 2020 and the four year period through to January 1, 2022. The other half of the 2016, 2017 and 2018 awards will vest on January 1, 2020, 2021 and 2022, respectively, provided one of a range of cumulative EBITDA performance targets are met over the four -year periods listed above. None of the shares have vested. The stock compensation charge reported within the Consolidated Statement of Profit or Loss for the three months ended March 31, 2018 related to the Director and Senior Management Share Awards is €2.1 million ( Three months ended March 31, 2017 : €1.2 million ). The Company calculates the cost of the Management Share Awards based upon their fair value using the Monte Carlo Model, which is considered to be the most appropriate methodology considering the restricted shares only vest once the market performance conditions have been satisfied, as well as expected exercise period and the payment of dividends by the Company. Following a revision to the January 1, 2016 and 2017 awards schemes, which included changes to the EBITDA Performance Target Conditions and benchmark market share price targets, the inputs and assumptions underlying the Monte Carlo models for all awards outstanding as of valuation date are now as follows: January 1, 2016 Award January 1, 2017 Award January 1, 2018 Award Grant date price $ 16.91 $ 16.91 $ 16.91 Exercise price $ — $ — $ — Expected life of restricted share 0.78 – 2.00 years 1.25 – 3.00 years 2.54 – 4.00 years Expected volatility of the share price 22.0 % 22.0 % 24.0 % Dividend yield expected — % — % — % Risk free rate 2.06 % 2.15 % 2.23 % Employee exit rate 19.0 % 19.0 % 19.0 % EBITDA Performance Target Conditions 70.0%-90.0% 50.0%-70.0% 40.0%-50.0% The expected volatility of the share price inputs above were estimated by referencing selected quoted companies which are considered to exhibit some degree of comparability with the Company, as the Company has only been listed for approximately three years. Based on the revised assessment in the current period of fair value and the number of shares expected to vest, the total fair value in respect of the Restricted Shares as at the January 1, 2016 grant date are $19.6 million ( €15.9 million ) and $4.2 million ( €3.4 million ) as at the January 1, 2017 grant date. The fair value in respect of the Restricted Shares a s at the January 1, 2018 grant date is $1.6 million ( €1.3 million ). Non-Executive Director Restricted Share Awards In accordance with the Board approved independent Non-Executive Director compensation guidelines, each independent Non-Executive Director is granted $100,000 of restricted shares annually on the date of the annual general meeting, valued at the closing market price for such shares on this date. The restricted shares vest on the earlier to occur of the date of the Company’s annual meeting of shareholders or thirteen months from the date of grant. On June 19, 2017, current Non-Executive Directors were granted 41,724 restricted share awards at a share price of $14.38 . On August 22, 2017, two new Non-Executive Directors were granted a pro-rata 11,774 restricted share awards at the same share price and vesting conditions as the previous grant. The total charge within the Statement of Consolidated Profit or Loss for the three months ended March 31, 2018 related to Non-Executive Directors stock compensation awards is €0.1 million . The total charge within the Statement of Consolidated Profit or Loss for the three months ended March 31, 2017 was €0.1 million . Share based compensation reserve Non-Executive Directors Award Management Share Award 2016 Management Share Award 2017 Management Share Award 2018 Total Share based €m €m €m €m €m Balance as of January 1, 2018 0.5 2.2 0.2 — 2.9 Non-Executive Director restricted share awards charge 0.1 — — — 0.1 Directors and Senior Management share awards charge - January 1, 2016 — 1.7 — — 1.7 Directors and Senior Management share awards charge - January 1, 2017 — — 0.3 — 0.3 Directors and Senior Management share awards charge - January 1, 2018 — — — 0.1 0.1 Balance as of March 31, 2018 0.6 3.9 0.5 0.1 5.1 Founder Preferred Shares Dividend Reserve Nomad has issued Founder Preferred Shares to its Founder Entities. Holders of the Founder Preferred Shares are entitled to receive annual dividend amounts subject to certain performance conditions (the “Founder Preferred Shares Annual Dividend Amount”). The Founder Preferred Shares Annual Dividend Amount is structured to provide a dividend based on the future appreciation of the market value of the ordinary shares, thus aligning the interests of the Founders with those of the investors on a long term basis. The Preferred Shares Annual Dividend Amount is determined with reference to the Dividend Determination Period of a financial year, i.e. the last 10 consecutive trading days and calculated as 20% of the increase in the volume weighted average share price of the Company’s ordinary shares across the determination period compared to the highest price previously used in calculating the Founder Preferred Share Annual Dividend Amounts ( $11.4824 ) multiplied by 140,220,619 shares (the “Preferred Share Dividend Equivalent”). The conditions of the Founder Preferred Shares Annual Dividend Amount for 2017 were met and issued on January 2, 2018. The Company issued a share dividend of 8,705,890 ordinary shares calculated as 20% of the increase in the market price of our ordinary shares compared to 2015 dividend price of $11.4824 multiplied by Preferred Share Dividend Equivalent. The Dividend Price used to calculate the Annual Dividend Amount was $16.6516 (calculated based upon the volume weighted average price for the last ten consecutive trading days of 2017). Accordingly, the balance of the Founder Preferred Shares Dividend Reserve as at March 31, 2018 decreased to €372.6 million ( December 31, 2017 : €493.4 million ). The Founder Preferred Shares Annual Dividend Amount is paid for so long as the Founder Preferred Shares remain outstanding. The Founder Preferred Shares automatically convert on the last day of the seventh full financial year following completion of the acquisition of the Iglo Group or upon a change of control, unless in the case of a change of control, the independent Directors determine otherwise. The amounts used for the purposes of calculating the Founder Preferred Shares Annual Dividend Amount and the Preferred Share Dividend Equivalent are subject to such adjustments for share splits, share dividends and certain other recapitalisation events as the Directors in their absolute discretion determine to be fair and reasonable in the event of a consolidation or sub-division of the ordinary shares in issue, as determined in accordance with Nomad’s Memorandum and Articles of Association. |
Related parties
Related parties | 3 Months Ended |
Mar. 31, 2018 | |
Related Party [Abstract] | |
Related parties | Related parties Mariposa Capital, LLC, an affiliate of Mr Franklin, and TOMS Capital LLC, an affiliate of Mr Gottesman, perform advisory services on behalf of the Company. The total fees and expenses incurred by them in the course of their duties for the three months ended March 31, 2018 and 2017 were €0.5 million and €0.5 million , respectively. In addition to the fees above, as discussed in Note 17, the conditions of the Founder Preferred Shares Annual Dividend Amount for 2017 were met and a share dividend of 8,705,890 ordinary shares were issued on January 2, 2018. Key management personnel comprise the Directors and Executive Officers. The Executive Officers continue to be remunerated for their services to the Company through their employment contracts. Non-executive Directors continue to receive fees for their services as board members and to certain committees and are settled through payroll. Director fees are payable quarterly in arrears. Total non-executive Director fees and expenses for the three months ended March 31, 2018 and 2017 were €0.1 million and €0.1 million respectively. In addition, certain non-executive Directors received grants under the LTIP as discussed in Note 15. |
Subsequent events after the Sta
Subsequent events after the Statement of Financial Position date | 3 Months Ended |
Mar. 31, 2018 | |
Events After Reporting Period [Abstract] | |
Subsequent events after the Statement of Financial Position date | Subsequent events after the Statement of Financial Position date On April 21, 2018, the Company completed our previously announced acquisition of Green Isle Foods Ltd. (“Goodfella’s Pizza”) in an all cash deal for a price of £200 million ( €230 million ), which is subject to customary working capital adjustments and finalizing acquisition completion accounts. The acquisition will enlarge our portfolio of brands to include the number one and number two market share positions within the frozen pizza category in Ireland and UK, a successful frozen private label business, and two frozen pizza manufacturing facilities. |
Accounting estimates and judg26
Accounting estimates and judgments (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies, Changes in Accounting Estimates and Errors [Abstract] | |
Business Combinations | Business Combinations The Company is required to recognize separately, at the acquisition date, the identifiable assets, liabilities and contingent liabilities acquired or assumed in a business combination at their fair values. This involves judgment over whether intangible assets can be separately identified as well as an estimate of fair value of all assets and liabilities acquired. Such estimates are based on valuation techniques, which require considerable judgment in forecasting future cash flows and developing other assumptions. These estimates are based on information available on the acquisition date and assumptions that have been deemed reasonable by management. The following judgments, estimates and assumptions can materially affect our financial position and profit: • The fair value of intangible and tangible assets that are subject to depreciation or amortization in future periods. • Future changes to the assumptions used in estimating the value of assets and liabilities may result in additional expenses or income. |
Fair value of derivative financial instruments | Fair value of derivative financial instruments Note 12 includes details of the fair value of the derivative instruments that the Company holds at the end of each financial period. The fair value of derivatives is determined using forward rates at the balance sheet date, with the resulting value discounted back to present value. |
Employee benefit obligation | Employee benefit obligation The Company operates a number of defined benefit pension schemes and post-employment benefit schemes which are valued by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods. Each Scheme has an actuarial valuation performed and is dependent on a series of assumptions. |
Carrying value of goodwill and brands | Carrying value of goodwill and brands Determining whether goodwill and brands are impaired requires an estimation of the value in use of the cash generating unit to which goodwill and brands have been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. A value in use calculation is carried out on an annual basis unless the Company identifies triggers that would indicate that the carrying value of these assets is impaired. |
Revenue discounts | Discounts given by the Company include rebates, price reductions and incentives given to customers, promotional couponing and trade communication costs. Each customer has a unique agreement that is governed by a combination of observable and unobservable performance conditions. At each quarter end date, any discount incurred but not yet invoiced is estimated, based on historical trends and rebate contracts with customers, and accrued as ‘trade terms’. |
Trade marketing expense | In certain cases the estimate for discounts requires the use of forecast information for future trading periods and so there arises a degree of estimation uncertainty. These estimates are sensitive to variances between actual results and forecasts. The current accruals reflect the Company’s best estimate of these forecasts. Trade marketing expense is comprised of amounts paid to retailers for programs designed to promote Company products. The ultimate costs of these programs will depend upon retailer performance and is the subject of significant management estimates. The Company records as an expense, the estimated ultimate cost of the program in the period during which the program occurs and is based upon the programs offered, timing of those offers, estimated retailer performance based on history, management’s experience and current economic trends. |
Uncertain tax positions | Uncertain tax positions Where tax exposures can be quantified, an accrual for uncertain tax positions is made based on best estimates and management’s judgments with regard to the amounts expected to be paid to the relevant tax authority. Given the inherent uncertainties in assessing the outcomes of these exposures (which can sometimes be binary in nature), the Company could in future periods experience adjustments to these accruals. The factors considered include the progress of discussions with the tax authorities and the level of documentary support for historical positions taken by previous owners. |
Share based payments | Share based payments The Company at the end of each reporting period, in estimating its share-based payment charge assesses and revises its estimates of the number of interests that are expected to vest based on the non-market vesting conditions. |
Onerous contracts provision | Onerous contracts provisions Where the costs of fulfilling a contract exceed the economic benefits that the Company expects to receive from it, an onerous contract provision is recognized for the net unavoidable costs. In estimating the net unavoidable costs, management estimate foreseeable income that may be received and offset this against the minimum future cash outflows from fulfilling the contract. All cash flows are discounted at an appropriate discount rate. Estimating future income is highly judgmental and is based on management’s best estimate. |
Segment reporting (Tables)
Segment reporting (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Operating Segments [Abstract] | |
Segment As Adjusted EBITDA | The Chief Operating Decision Maker (“CODM”) of the Company considers there to be one reporting and operating segment, being “Frozen Foods” and is reflected in the segment presentation below for the periods presented. For the three months ended March 31, 2018 2017 Note €m €m Profit for the period 62.4 48.0 Taxation 18.5 11.2 Net financing costs 6.1 16.1 Depreciation 8.5 9.9 Amortization 1.5 2.4 EBITDA 97.0 87.6 Exceptional items 6 1.5 (0.1 ) Other adjustments 4.7 1.3 Adjusted EBITDA 103.2 88.8 |
External Revenue by Geography | External revenue by geography For the three months ended March 31, 2018 2017 €m €m United Kingdom 109.9 106.3 Italy 115.0 110.4 Germany 88.1 82.6 France 44.0 43.5 Sweden 49.5 57.1 Norway 31.0 32.7 Austria 29.5 26.2 Spain 19.7 20.8 Rest of Europe 52.5 51.7 Total external revenue by geography 539.2 531.3 |
Exceptional items (Tables)
Exceptional items (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Analysis of income and expense [abstract] | |
Schedule of Exceptional Items | For the three months ended March 31, 2018 2017 €m €m Findus Group integration costs 1.5 2.5 Implementation of strategic opportunities — 5.2 Remeasurement of indemnification assets — (10.4 ) Costs related to transactions — 2.1 Settlement of legacy matters — 0.4 Other restructuring costs — 0.1 Total exceptional items 1.5 (0.1 ) |
Finance income and costs (Table
Finance income and costs (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Analysis of income and expense [abstract] | |
Schedule of Finance income and costs | For the three months ended March 31, 2018 2017 €m €m Finance income Interest income 0.1 0.2 Gain on derivatives 5.0 0.5 Net foreign exchange gains arising on retranslation of financial assets and liabilities 1.1 0.9 Total finance income 6.2 1.6 Interest expense (a) (11.0 ) (15.3 ) Net pension interest costs (0.9 ) (0.9 ) Amortization of borrowing costs (0.1 ) (1.2 ) Interest on unwinding discounted items (0.3 ) (0.3 ) Total finance costs (12.3 ) (17.7 ) Net finance costs (6.1 ) (16.1 ) (a) Interest expense is shown net of gains recycled from the cash flow hedge reserve on cross currency interest rate swaps. |
Earnings per share (Tables)
Earnings per share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings per share [abstract] | |
Schedule of Earnings per Share | For the three months ended March 31, 2018 2017 Basic earnings per share Profit for the period 62.4 48.0 Weighted average Ordinary Shares and Founder Preferred Shares (basic) in millions 175.5 183.6 Basic earnings per share € 0.36 € 0.26 For the three months ended March 31, 2018 2017 €m €m Diluted earnings per share Profit for the period 62.4 48.0 Weighted average Ordinary Shares and Founder Preferred Shares (diluted) in millions 175.5 183.7 Diluted earnings per share € 0.36 € 0.26 |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Summary of Cash and Cash Equivalents | March 31, 2018 December 31, 2017 €m €m Cash and cash equivalents 393.5 219.0 Restricted cash 0.3 0.2 Cash and cash equivalents 393.8 219.2 |
Indemnification assets (Tables)
Indemnification assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations1 [Abstract] | |
Summary of Indemnification Assets | March 31, 2018 December 31, 2017 €m €m Related to the Iglo acquisition at start of the period — 2.1 Release of indemnified provision — (2.1 ) Related to Iglo acquisition at end of the period — — Related to the Findus acquisition at start of the period 73.8 63.4 Remeasurement of indemnification assets — 10.4 Related to Findus acquisition at end of the period 73.8 73.8 Total indemnification assets 73.8 73.8 |
Financial instruments (Tables)
Financial instruments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Financial Instruments [Abstract] | |
Disclosure of Financial Assets | The following table shows the carrying amount of each Statement of Financial Position class split into the relevant category of financial instrument as defined in IAS 39 “Financial Instruments: Recognition & Measurement”. Cash and cash equivalents Loans and receivables Derivatives at fair value through profit or loss Derivatives used for hedging Financial liabilities at amortized cost Total March 31, 2018 €m €m €m €m €m €m Assets Measured at fair value Derivative financial instruments — — 3.5 18.7 — 22.2 Not measured at fair value Trade receivables — 110.9 — — — 110.9 Cash and cash equivalents 393.8 — — — — 393.8 Liabilities Measured at fair value Derivative financial instruments — — (1.1 ) (85.7 ) — (86.8 ) Not measured at fair value Trade and other payables excluding non-financial liabilities — — — — (433.3 ) (433.3 ) Loans and borrowings — — — — (1,493.7 ) (1,493.7 ) Total 393.8 110.9 2.4 (67.0 ) (1,927 ) (1,486.9 ) Trade receivables disclosed in the table above are net of contract liabilities related to discounts and trade marketing expenses of €156.4 million . Loans and borrowings are stated gross of capitalized deferred borrowing costs. Cash and cash equivalents Loans and receivables Derivatives at fair value through profit or loss Derivatives used for hedging Financial liabilities at amortized cost Total December 31, 2017 €m €m €m €m €m €m Assets Measured at fair value Derivative financial instruments — — 3.2 17.5 — 20.7 Not measured at fair value Trade receivables — 94.7 — — — 94.7 Cash and cash equivalents 219.2 — — — — 219.2 Liabilities Measured at fair value Derivative financial instruments — — (0.7 ) (68.5 ) — (69.2 ) Not measured at fair value Trade and other payables excluding non-financial liabilities — — — — (441.6 ) (441.6 ) Loans and borrowings — — — — (1,409.5 ) (1,409.5 ) Total 219.2 94.7 2.5 (51.0 ) (1,851.1 ) (1,585.7 ) |
Disclosure of Financial Liabilities | Fair value Carrying value March 31, 2018 December 31, 2017 March 31, 2018 December 31, 2017 €m €m €m €m Senior loans — — — — 2020 floating rate senior secured notes — — — — Senior EUR/USD loans 1,097.1 1,012.7 1,093.7 1,009.5 2024 fixed rate senior secured notes 406.6 412.2 400.0 400.0 Less deferred borrowing costs — — (11.0 ) (11.1 ) 1,503.7 1,424.9 1,482.7 1,398.4 The following table shows the carrying amount of each Statement of Financial Position class split into the relevant category of financial instrument as defined in IAS 39 “Financial Instruments: Recognition & Measurement”. Cash and cash equivalents Loans and receivables Derivatives at fair value through profit or loss Derivatives used for hedging Financial liabilities at amortized cost Total March 31, 2018 €m €m €m €m €m €m Assets Measured at fair value Derivative financial instruments — — 3.5 18.7 — 22.2 Not measured at fair value Trade receivables — 110.9 — — — 110.9 Cash and cash equivalents 393.8 — — — — 393.8 Liabilities Measured at fair value Derivative financial instruments — — (1.1 ) (85.7 ) — (86.8 ) Not measured at fair value Trade and other payables excluding non-financial liabilities — — — — (433.3 ) (433.3 ) Loans and borrowings — — — — (1,493.7 ) (1,493.7 ) Total 393.8 110.9 2.4 (67.0 ) (1,927 ) (1,486.9 ) Trade receivables disclosed in the table above are net of contract liabilities related to discounts and trade marketing expenses of €156.4 million . Loans and borrowings are stated gross of capitalized deferred borrowing costs. Cash and cash equivalents Loans and receivables Derivatives at fair value through profit or loss Derivatives used for hedging Financial liabilities at amortized cost Total December 31, 2017 €m €m €m €m €m €m Assets Measured at fair value Derivative financial instruments — — 3.2 17.5 — 20.7 Not measured at fair value Trade receivables — 94.7 — — — 94.7 Cash and cash equivalents 219.2 — — — — 219.2 Liabilities Measured at fair value Derivative financial instruments — — (0.7 ) (68.5 ) — (69.2 ) Not measured at fair value Trade and other payables excluding non-financial liabilities — — — — (441.6 ) (441.6 ) Loans and borrowings — — — — (1,409.5 ) (1,409.5 ) Total 219.2 94.7 2.5 (51.0 ) (1,851.1 ) (1,585.7 ) |
Provisions (Tables)
Provisions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Other Provisions, Contingent Liabilities and Contingent Assets [Abstract] | |
Summary of Provisions | Restructuring Onerous/ unfavorable contracts Provisions related to other taxes Contingent consideration Other Total €m €m €m €m €m €m Balance as of January 1. 2018 26.3 75.4 10.2 10.4 18.5 140.8 Additional provision in the period 0.3 — — — 0.6 0.9 Release of provision (0.1 ) — — — (0.4 ) (0.5 ) Utilization of provision (7.1 ) (1.1 ) — — (0.3 ) (8.5 ) Unwinding of discounting — 0.2 — 0.1 — 0.3 Foreign exchange — (3.2 ) — — — (3.2 ) Balance at March 31, 2018 19.4 71.3 10.2 10.5 18.4 129.8 Analysis of total provisions: March 31, 2018 December 31, 2017 Current 61.4 68.0 Non-current 68.4 72.8 Total 129.8 140.8 |
Employee benefits (Tables)
Employee benefits (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Employee Benefits [Abstract] | |
Schedule of Net Employee Benefit Obligations | The total net employee benefit obligations as at March 31, 2018 is as follows: €m Balance as of January 1, 2018 188.4 Service cost 1.9 Net interest expense 0.9 Actuarial loss on pension scheme valuations 7.1 Benefits paid (1.8 ) Foreign exchange differences on translation (2.5 ) Balance as of March 31, 2018 194.0 |
Share based compensation rese36
Share based compensation reserve (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Share Capital, Reserves and Other Equity Interest [Abstract] | |
Summary of Management Share Awards | As part of its long term incentive initiatives, the Company has 5,218,600 restricted shares to the management team (the “Management Share Awards”) currently outstanding, split between three grant awards outstanding below. January 1, 2016 Award January 1, 2017 Award January 1, 2018 Award Total Number of awards outstanding at January 1, 2018 3,837,000 1,090,000 — 4,927,000 New awards granted in the period — — 481,600 481,600 Forfeitures in the period (115,000) (75,000) — (190,000) Number of awards outstanding at March 31, 2018 3,722,000 1,015,000 481,600 5,218,600 |
Summary of Management Share Award Inputs and Assumptions | Following a revision to the January 1, 2016 and 2017 awards schemes, which included changes to the EBITDA Performance Target Conditions and benchmark market share price targets, the inputs and assumptions underlying the Monte Carlo models for all awards outstanding as of valuation date are now as follows: January 1, 2016 Award January 1, 2017 Award January 1, 2018 Award Grant date price $ 16.91 $ 16.91 $ 16.91 Exercise price $ — $ — $ — Expected life of restricted share 0.78 – 2.00 years 1.25 – 3.00 years 2.54 – 4.00 years Expected volatility of the share price 22.0 % 22.0 % 24.0 % Dividend yield expected — % — % — % Risk free rate 2.06 % 2.15 % 2.23 % Employee exit rate 19.0 % 19.0 % 19.0 % EBITDA Performance Target Conditions 70.0%-90.0% 50.0%-70.0% 40.0%-50.0% |
Schedule of Reserves within Equity | Share based compensation reserve Non-Executive Directors Award Management Share Award 2016 Management Share Award 2017 Management Share Award 2018 Total Share based €m €m €m €m €m Balance as of January 1, 2018 0.5 2.2 0.2 — 2.9 Non-Executive Director restricted share awards charge 0.1 — — — 0.1 Directors and Senior Management share awards charge - January 1, 2016 — 1.7 — — 1.7 Directors and Senior Management share awards charge - January 1, 2017 — — 0.3 — 0.3 Directors and Senior Management share awards charge - January 1, 2018 — — — 0.1 0.1 Balance as of March 31, 2018 0.6 3.9 0.5 0.1 5.1 |
Share Capital and Capital res37
Share Capital and Capital reserve (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Share Capital, Reserves and Other Equity Interest [Abstract] | |
Schedule of Share Capital and Capital Reserve | Shares March 31, 2018 December 31, 2017 March 31, 2018 December 31, 2017 €m €m Authorized Share Capital: Unlimited number of Ordinary Shares with $nil nominal value issued at $10.00 per share n/a n/a n/a n/a Unlimited number of Founder Preferred Shares with $nil nominal value issued at $10.00 per share n/a n/a n/a n/a Issued and fully paid: Ordinary Shares 173,997,436 165,291,546 1,747.7 1,626.9 Founder Preferred Shares 1,500,000 1,500,000 10.6 10.6 1,758.3 1,637.5 Listing and share transaction costs (13.8 ) (13.8 ) Total Capital reserve 1,744.5 1,623.7 |
General information (Details)
General information (Details) | Mar. 31, 2018country |
General Information About Financial Statements [Abstract] | |
Number of countries in which entity operates | 17 |
Acquisitions (Details)
Acquisitions (Details) € in Millions, £ in Millions | Mar. 02, 2018EUR (€) | Mar. 31, 2018 | Apr. 21, 2018GBP (£) | Apr. 21, 2018EUR (€) |
Toppfrys AB | ||||
Disclosure of detailed information about business combination [line items] | ||||
Percentage of voting equity interests acquired | 60.00% | |||
Consideration transferred | € 3.2 | |||
Proportion of voting rights held by non-controlling interests | 40.00% | 40.00% | ||
Goodfella's Pizza | ||||
Disclosure of detailed information about business combination [line items] | ||||
Cash transferred | £ 200 | € 230 |
Segment reporting - Segment as
Segment reporting - Segment as Adjusted EBITDA (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disclosure of operating segments [line items] | ||
Profit for the period | € 62.4 | € 48 |
Taxation | 18.5 | 11.2 |
Net financing costs | 6.1 | 16.1 |
Depreciation | 8.5 | 9.9 |
Amortization | 1.5 | 2.4 |
EBITDA | 97 | 87.6 |
Exceptional items | 1.5 | (0.1) |
Material reconciling items | ||
Disclosure of operating segments [line items] | ||
Other adjustments | 4.7 | 1.3 |
Adjusted EBITDA | € 103.2 | € 88.8 |
Segment reporting - Additional
Segment reporting - Additional Information (Details) - EUR (€) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating Segments [Abstract] | ||
Share based payments expense | € 2,200,000 | € 1,300,000 |
Acquisition related costs | € 2,500,000 | € 0 |
Segment reporting - Geographica
Segment reporting - Geographical information (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disclosure of geographical areas [line items] | ||
Revenue | € 539.2 | € 531.3 |
United Kingdom | ||
Disclosure of geographical areas [line items] | ||
Revenue | 109.9 | 106.3 |
Italy | ||
Disclosure of geographical areas [line items] | ||
Revenue | 115 | 110.4 |
Germany | ||
Disclosure of geographical areas [line items] | ||
Revenue | 88.1 | 82.6 |
France | ||
Disclosure of geographical areas [line items] | ||
Revenue | 44 | 43.5 |
Sweden | ||
Disclosure of geographical areas [line items] | ||
Revenue | 49.5 | 57.1 |
Norway | ||
Disclosure of geographical areas [line items] | ||
Revenue | 31 | 32.7 |
Austria | ||
Disclosure of geographical areas [line items] | ||
Revenue | 29.5 | 26.2 |
Spain | ||
Disclosure of geographical areas [line items] | ||
Revenue | 19.7 | 20.8 |
Rest of Europe | ||
Disclosure of geographical areas [line items] | ||
Revenue | € 52.5 | € 51.7 |
Exceptional items (Details)
Exceptional items (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Analysis of income and expense [abstract] | ||
Findus Group integration costs | € 1.5 | € 2.5 |
Implementation of strategic opportunities | 0 | 5.2 |
Remeasurement of indemnification assets | 0 | (10.4) |
Costs related to transactions | 0 | 2.1 |
Settlement of legacy matters | 0 | 0.4 |
Other restructuring costs | 0 | 0.1 |
Exceptional items | € 1.5 | € (0.1) |
Exceptional items - Additional
Exceptional items - Additional Information (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Analysis Of Income And Expense [Line Items] | ||
Findus Group integration costs | € 1.5 | € 2.5 |
Implementation of strategic opportunities | 0 | 5.2 |
Settlement of legacy matters | 0 | 0.4 |
Tax credit impact of exceptional items | 0.4 | 2.4 |
Cash outflow relating to exceptional items | € 6 | 23.4 |
Previously stated | ||
Analysis Of Income And Expense [Line Items] | ||
Implementation of strategic opportunities | € 5.6 |
Finance income and costs (Detai
Finance income and costs (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Analysis of income and expense [abstract] | ||
Interest income | € 0.1 | € 0.2 |
Gain on derivatives | 5 | 0.5 |
Net foreign exchange gains arising on retranslation of financial assets and liabilities | 1.1 | 0.9 |
Total finance income | 6.2 | 1.6 |
Interest expense | (11) | (15.3) |
Net pension interest costs | (0.9) | (0.9) |
Amortization of borrowing costs | (0.1) | (1.2) |
Interest on unwinding discounted items | (0.3) | (0.3) |
Finance costs | 12.3 | 17.7 |
Net financing costs | € (6.1) | € (16.1) |
Taxation (Details)
Taxation (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Taxes [Abstract] | ||
Tax expense | € 18.5 | € 11.2 |
Earnings per share (Details)
Earnings per share (Details) € in Millions, shares in Millions | 3 Months Ended | |||
Mar. 31, 2018$ / shares | Mar. 31, 2018EUR (€)shares | Mar. 31, 2017$ / shares | Mar. 31, 2017EUR (€)shares | |
Basic earnings per share | ||||
Profit for the period | € | € 62.4 | € 48 | ||
Weighted average Ordinary Shares and Founder Preferred Shares | shares | 175.5 | 183.6 | ||
Diluted earnings per share | ||||
Profit for the period | € | € 62.4 | € 48 | ||
Weighted average Ordinary Shares and Founder Preferred Shares | shares | 175.5 | 183.7 | ||
Diluted earnings per share | $ / shares | $ 0.36 | $ 0.26 |
Earnings per share - Additional
Earnings per share - Additional Information (Details) - EUR (€) € in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Earnings per share [abstract] | |||
Profit for the period | € 62.4 | € 48 | |
Weighted average number of ordinary shares outstanding | 174,000,000 | 182,100,000 | |
Weighted average number of Founder Preferred Shares outstanding | 1,500,000 | 1,500,000 | |
Adjusted shares for dilutive impact of 2017 non-executive restricted stock awards (in shares) | 53,498 | ||
Preference shares, dividend payment terms, weighted average share price, minimum term required | 10 days | 10 days |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - EUR (€) € in Millions | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Subclassifications of assets, liabilities and equities [abstract] | ||||
Cash and cash equivalents | € 393.5 | € 219 | ||
Restricted cash | 0.3 | 0.2 | ||
Cash and cash equivalents | € 393.8 | € 219.2 | € 371.6 | € 329.5 |
Indemnification assets (Details
Indemnification assets (Details) - EUR (€) € in Millions | Jun. 12, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Disclosure of detailed information about business combination [line items] | |||
Indemnification assets, start of the period | € 73.8 | ||
Indemnification assets, end of the period | 73.8 | € 73.8 | |
Iglo | |||
Disclosure of detailed information about business combination [line items] | |||
Indemnification assets, start of the period | 0 | 2.1 | |
Release of indemnified provision | € 2.1 | 0 | (2.1) |
Indemnification assets, end of the period | 0 | 0 | |
Findus | |||
Disclosure of detailed information about business combination [line items] | |||
Indemnification assets, start of the period | 73.8 | 63.4 | |
Remeasurement of indemnification assets | 0 | 10.4 | |
Indemnification assets, end of the period | € 73.8 | € 73.8 |
Indemnification assets - Additi
Indemnification assets - Additional Information (Details) € / shares in Units, € in Millions | Jun. 12, 2017EUR (€) | Mar. 31, 2018EUR (€) | Dec. 31, 2017EUR (€) | Mar. 31, 2018$ / shares | Mar. 31, 2018EUR (€)€ / sharesshares | Dec. 31, 2017$ / shares | Dec. 31, 2017EUR (€)€ / shares | Dec. 31, 2016EUR (€) |
Disclosure of detailed information about business combination [line items] | ||||||||
Indemnification assets | € 73.8 | € 73.8 | ||||||
Findus | ||||||||
Disclosure of detailed information about business combination [line items] | ||||||||
Indemnification assets | € 73.8 | € 73.8 | € 63.4 | |||||
Shares held in escrow as a result of indemnification asset | shares | 6,964,417 | |||||||
Value of shares held in escrow as a result of indemnification asset (price per share) | (per share) | $ 15.74 | € 12.77 | $ 16.91 | € 14.13 | ||||
Iglo | ||||||||
Disclosure of detailed information about business combination [line items] | ||||||||
Indemnification assets | € 0 | € 0 | € 2.1 | |||||
Release of indemnified provision | € 2.1 | € 0 | € (2.1) |
Financial instruments - Categor
Financial instruments - Categories of financial instruments (Details) - EUR (€) € in Millions | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||
Cash and cash equivalents | € 393.8 | € 219.2 | € 371.6 | € 329.5 |
Loans and receivables | 110.9 | 94.7 | ||
Financial liabilities at amortised cost | (1,927) | (1,851.1) | ||
Financial assets (liabilities) at fair value through profit or loss | 2.4 | 2.5 | ||
Financial assets (liabilities) at fair value through other comprehensive income | (67) | (51) | ||
Total | (1,486.9) | (1,585.7) | ||
Contract liabilities | 156.4 | 188.5 | ||
Derivative financial instruments | ||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | ||
Loans and receivables | 0 | 0 | ||
Financial assets at fair value through profit or loss | 3.5 | 3.2 | ||
Financial assets at fair value through other comprehensive income | 18.7 | 17.5 | ||
Financial assets | 22.2 | 20.7 | ||
Trade receivables | ||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | ||
Loans and receivables | 110.9 | 94.7 | ||
Financial assets at fair value through profit or loss | 0 | 0 | ||
Financial assets at fair value through other comprehensive income | 0 | 0 | ||
Financial assets | 110.9 | 94.7 | ||
Cash and cash equivalents | ||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||
Cash and cash equivalents | 393.8 | 219.2 | ||
Loans and receivables | 0 | 0 | ||
Financial assets at fair value through profit or loss | 0 | 0 | ||
Financial assets at fair value through other comprehensive income | 0 | 0 | ||
Financial assets | 393.8 | 219.2 | ||
Derivative financial instruments | ||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||
Financial liabilities at fair value through profit or loss | (1.1) | (0.7) | ||
Financial liabilities at fair value through other comprehensive income | (85.7) | (68.5) | ||
Financial liabilities at amortised cost | 0 | 0 | ||
Financial liabilities | (86.8) | (69.2) | ||
Trade and other payables excluding non-financial liabilities | ||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||
Financial liabilities at fair value through profit or loss | 0 | 0 | ||
Financial liabilities at fair value through other comprehensive income | 0 | 0 | ||
Financial liabilities at amortised cost | (433.3) | (441.6) | ||
Financial liabilities | (433.3) | (441.6) | ||
Loans and borrowings | ||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||
Financial liabilities at fair value through profit or loss | 0 | 0 | ||
Financial liabilities at fair value through other comprehensive income | 0 | 0 | ||
Financial liabilities at amortised cost | (1,493.7) | (1,409.5) | ||
Financial liabilities | € (1,493.7) | € (1,409.5) |
Financial Instruments - Interes
Financial Instruments - Interest bearing loans and borrowings (Details) - Loans and Borrowings - EUR (€) € in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||
Fair value | € 1,503.7 | € 1,424.9 |
Carrying value | 1,482.7 | 1,398.4 |
Senior loans | ||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||
Carrying value | 0 | 0 |
2020 floating rate senior secured notes | ||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||
Carrying value | 0 | 0 |
Senior EUR/USD loans | ||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||
Carrying value | 1,093.7 | 1,009.5 |
2024 fixed rate senior secured notes | ||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||
Carrying value | 400 | 400 |
Level 2 | Senior loans | ||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||
Fair value | 0 | 0 |
Level 2 | Senior EUR/USD loans | ||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||
Fair value | 1,097.1 | 1,012.7 |
Level 1 | 2020 floating rate senior secured notes | ||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||
Fair value | 0 | 0 |
Level 1 | 2024 fixed rate senior secured notes | ||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||
Fair value | 406.6 | 412.2 |
Deferred borrowing costs | ||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||
Fair value | 0 | 0 |
Carrying value | € (11) | € (11.1) |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) - 3 months ended Mar. 31, 2018 $ in Millions | USD ($) | EUR (€) |
Senior EURO Debt | ||
Disclosure of detailed information about borrowings [line items] | ||
Borrowings | € 558,000,000 | |
Proceeds from non-current borrowings | $ | $ 58 | |
Senior USD Debt | ||
Disclosure of detailed information about borrowings [line items] | ||
Borrowings | 660,000,000 | |
Annual principal payment | 6,600,000 | |
Proceeds from non-current borrowings | $ | $ 50 | |
Revolving Credit Facility | ||
Disclosure of detailed information about borrowings [line items] | ||
Line of credit facility, maximum borrowing capacity | 80,000,000 | |
2024 fixed rate senior secured notes | ||
Disclosure of detailed information about borrowings [line items] | ||
Borrowings | € 400,000,000 | |
Interest rate | 3.25% |
Provisions (Details)
Provisions (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Disclosure of other provisions [line items] | ||
Other provisions | € 140.8 | |
Additional provision in the period | 0.9 | |
Release of provision | (0.5) | |
Utilization of provision | (8.5) | |
Unwinding of discounting | 0.3 | |
Foreign exchange | (3.2) | |
Other provisions | 129.8 | |
Current | 61.4 | € 68 |
Non-current | 68.4 | 72.8 |
Provisions | 129.8 | € 140.8 |
Restructuring | ||
Disclosure of other provisions [line items] | ||
Other provisions | 26.3 | |
Additional provision in the period | 0.3 | |
Release of provision | (0.1) | |
Utilization of provision | (7.1) | |
Unwinding of discounting | 0 | |
Foreign exchange | 0 | |
Other provisions | 19.4 | |
Onerous/ unfavorable contracts | ||
Disclosure of other provisions [line items] | ||
Other provisions | 75.4 | |
Additional provision in the period | 0 | |
Release of provision | 0 | |
Utilization of provision | (1.1) | |
Unwinding of discounting | 0.2 | |
Foreign exchange | (3.2) | |
Other provisions | 71.3 | |
Provisions related to other taxes | ||
Disclosure of other provisions [line items] | ||
Other provisions | 10.2 | |
Additional provision in the period | 0 | |
Release of provision | 0 | |
Utilization of provision | 0 | |
Unwinding of discounting | 0 | |
Foreign exchange | 0 | |
Other provisions | 10.2 | |
Contingent consideration | ||
Disclosure of other provisions [line items] | ||
Other provisions | 10.4 | |
Additional provision in the period | 0 | |
Release of provision | 0 | |
Utilization of provision | 0 | |
Unwinding of discounting | 0.1 | |
Foreign exchange | 0 | |
Other provisions | 10.5 | |
Other | ||
Disclosure of other provisions [line items] | ||
Other provisions | 18.5 | |
Additional provision in the period | 0.6 | |
Release of provision | (0.4) | |
Utilization of provision | (0.3) | |
Unwinding of discounting | 0 | |
Foreign exchange | 0 | |
Other provisions | € 18.4 |
Provisions - Additional Informa
Provisions - Additional Information (Details) kr in Thousands, € in Millions | 3 Months Ended | ||
Mar. 31, 2018SEK (kr) | Mar. 31, 2018EUR (€) | Dec. 31, 2017EUR (€) | |
Disclosure of other provisions [line items] | |||
Other provisions | € 129.8 | € 140.8 | |
Utilization of provision | 8.5 | ||
Unwinding of discounting | 0.3 | ||
Restructuring | |||
Disclosure of other provisions [line items] | |||
Other provisions | € 19.4 | 26.3 | |
Estimated completion of activities | 15 months | 15 months | |
Utilization of provision | € 7.1 | ||
Unwinding of discounting | 0 | ||
Provisions related to other taxes | |||
Disclosure of other provisions [line items] | |||
Other provisions | 10.2 | 10.2 | |
Utilization of provision | 0 | ||
Unwinding of discounting | 0 | ||
Contingent consideration | |||
Disclosure of other provisions [line items] | |||
Other provisions | 10.5 | 10.4 | |
Utilization of provision | 0 | ||
Unwinding of discounting | 0.1 | ||
Other | |||
Disclosure of other provisions [line items] | |||
Other provisions | 18.4 | 18.5 | |
Utilization of provision | 0.3 | ||
Unwinding of discounting | 0 | ||
Miscellaneous other provisions, professional fees related to tax investigations and other obligations | |||
Disclosure of other provisions [line items] | |||
Other provisions | 2.6 | 2.7 | |
Italy | Other | |||
Disclosure of other provisions [line items] | |||
Other provisions | 5.9 | 5.6 | |
Bjuv Facility | Sweden | Onerous contracts - leases | |||
Disclosure of other provisions [line items] | |||
Other provisions | 68.7 | 72.5 | |
Bjuv Facility | Sweden | Onerous contracts - service contracts | |||
Disclosure of other provisions [line items] | |||
Other provisions | 2.6 | 2.9 | |
La Cocinera | Contingent consideration | |||
Disclosure of other provisions [line items] | |||
Other provisions | 9 | 8.9 | |
Lutosa | Contingent consideration | |||
Disclosure of other provisions [line items] | |||
Other provisions | 1.5 | 1.5 | |
Findus | Contingent consideration | |||
Disclosure of other provisions [line items] | |||
Unwinding of discounting | 0.1 | ||
Findus | Provision for decommissioning, restoration and rehabilitation costs [member] | |||
Disclosure of other provisions [line items] | |||
Other provisions | 3.1 | € 3.1 | |
Foodhills AB | Bjuv Facility | Sweden | |||
Disclosure of other provisions [line items] | |||
Purchase agreement | kr 85,000 | 8.6 | |
Cash to be received | kr 72,250 | € 7.2 |
Employee Benefits (Details)
Employee Benefits (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Employee Benefits [Abstract] | ||
Net defined benefit liability (asset) | € 188.4 | |
Service cost | 1.9 | |
Net interest expense | 0.9 | |
Actuarial loss on pension scheme valuations | 7.1 | |
Benefits paid | (1.8) | |
Foreign exchange differences on translation | (2.5) | |
Net defined benefit liability (asset) | € 194 | |
Germany | Foreign defined benefit plan | ||
Disclosure of defined benefit plans [line items] | ||
Actuarial assumption of discount rates | 1.80% | 1.95% |
Share based compensation rese58
Share based compensation reserve (Details) € in Millions | Aug. 22, 2017sharesdirector | Jun. 19, 2017USD ($)shares | Mar. 31, 2018USD ($)shares | Mar. 31, 2018EUR (€)shares | Mar. 31, 2017EUR (€) | Jan. 01, 2018USD ($) | Jan. 01, 2018EUR (€) | Dec. 31, 2017shares | Jan. 01, 2017USD ($) | Jan. 01, 2017EUR (€) | Jan. 01, 2016USD ($) | Jan. 01, 2016EUR (€) |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Key management personnel compensation | € | € 2.1 | € 1.2 | ||||||||||
Grant date fair value | $ 1,600,000 | € 1.3 | $ 4,200,000 | € 3.4 | $ 19,600,000 | € 15.9 | ||||||
Number of other equity awards granted, number of Non-executive directors | director | 2 | |||||||||||
Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Number of other equity instruments outstanding (in shares) | 5,218,600 | 5,218,600 | 4,927,000 | |||||||||
Number of other equity instruments vested (shares) | 0 | 0 | ||||||||||
New awards granted in the period (in shares) | 481,600 | 481,600 | ||||||||||
Non-Executive Director | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Value of shares granted to each Non-Executive Director annually | $ | $ 100,000 | |||||||||||
New awards granted in the period (in shares) | 11,774 | 41,724 | ||||||||||
Exercise price of other equity awards granted | $ | $ 14.38 | |||||||||||
Expense from share-based payment transactions with employees | € | € 0.1 | € 0.1 | ||||||||||
Key management personnel of entity or parent | 50% vested after year 2 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Vesting percentage | 50.00% | 50.00% | ||||||||||
Vesting period | 2 years | 2 years | ||||||||||
Key management personnel of entity or parent | 50% vested after year 4 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Vesting percentage | 50.00% | 50.00% | ||||||||||
Vesting period | 4 years | 4 years | ||||||||||
January 1, 2016 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Number of other equity instruments outstanding (in shares) | 3,722,000 | 3,722,000 | 3,837,000 | |||||||||
New awards granted in the period (in shares) | 0 | 0 | ||||||||||
January 1, 2016 | Key management personnel of entity or parent | 50% vested after year 2 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Vesting period | 2 years | 2 years | ||||||||||
January 1, 2017 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Number of other equity instruments outstanding (in shares) | 1,015,000 | 1,015,000 | 1,090,000 | |||||||||
New awards granted in the period (in shares) | 0 | 0 | ||||||||||
January 1, 2017 | Key management personnel of entity or parent | 50% vested after year 2 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Vesting period | 2 years | 2 years | ||||||||||
January 1, 2017 | Key management personnel of entity or parent | 50% vested after year 4 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Vesting period | 4 years | 4 years | ||||||||||
January 1, 2018 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Number of other equity instruments outstanding (in shares) | 481,600 | 481,600 | 0 | |||||||||
New awards granted in the period (in shares) | 481,600 | 481,600 | ||||||||||
January 1, 2018 | Key management personnel of entity or parent | 50% vested after year 2 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Vesting period | 2 years | 2 years | ||||||||||
January 1, 2018 | Key management personnel of entity or parent | 50% vested after year 4 | Restricted shares | ||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||
Vesting period | 4 years | 4 years |
Share based compensation rese59
Share based compensation reserve - Summary of Awards (Details) - Restricted shares | 3 Months Ended |
Mar. 31, 2018shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Number of other equity instruments outstanding (in shares) | 4,927,000 |
New awards granted in the period (in shares) | 481,600 |
Forfeitures in the period (in shares) | (190,000) |
Number of other equity instruments outstanding (in shares) | 5,218,600 |
January 1, 2016 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Number of other equity instruments outstanding (in shares) | 3,837,000 |
New awards granted in the period (in shares) | 0 |
Forfeitures in the period (in shares) | (115,000) |
Number of other equity instruments outstanding (in shares) | 3,722,000 |
January 1, 2017 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Number of other equity instruments outstanding (in shares) | 1,090,000 |
New awards granted in the period (in shares) | 0 |
Forfeitures in the period (in shares) | (75,000) |
Number of other equity instruments outstanding (in shares) | 1,015,000 |
January 1, 2018 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Number of other equity instruments outstanding (in shares) | 0 |
New awards granted in the period (in shares) | 481,600 |
Forfeitures in the period (in shares) | 0 |
Number of other equity instruments outstanding (in shares) | 481,600 |
Share based compensation rese60
Share based compensation reserve - Summary of Valuation Inputs and Assumptions (Details) - Restricted shares | 3 Months Ended |
Mar. 31, 2018$ / shares | |
January 1, 2016 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Grant date price | $ 16.91 |
Exercise price | $ 0 |
Expected volatility of the share price | 22.00% |
Dividend yield expected | 0.00% |
Risk free rate | 2.06% |
Employee exit rate | 19.00% |
January 1, 2017 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Grant date price | $ 16.91 |
Exercise price | $ 0 |
Expected volatility of the share price | 22.00% |
Dividend yield expected | 0.00% |
Risk free rate | 2.15% |
Employee exit rate | 19.00% |
January 1, 2018 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Grant date price | $ 16.91 |
Exercise price | $ 0 |
Expected volatility of the share price | 24.00% |
Dividend yield expected | 0.00% |
Risk free rate | 2.23% |
Employee exit rate | 19.00% |
Bottom of range | January 1, 2016 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Expected life of restricted share | 9 months 11 days |
EBITDA Performance Target Conditions | 70.00% |
Bottom of range | January 1, 2017 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Expected life of restricted share | 1 year 3 months |
EBITDA Performance Target Conditions | 50.00% |
Bottom of range | January 1, 2018 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Expected life of restricted share | 2 years 6 months 15 days |
EBITDA Performance Target Conditions | 40.00% |
Top of range | January 1, 2016 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Expected life of restricted share | 2 years |
EBITDA Performance Target Conditions | 90.00% |
Top of range | January 1, 2017 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Expected life of restricted share | 3 years |
EBITDA Performance Target Conditions | 70.00% |
Top of range | January 1, 2018 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Expected life of restricted share | 4 years |
EBITDA Performance Target Conditions | 50.00% |
Share based compensation rese61
Share based compensation reserve - Reserve Summary (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disclosure of reserves within equity [line items] | ||
Reserve of share-based payments | € 2.9 | |
Share award charge | 2.2 | € 1.3 |
Reserve of share-based payments | 5.1 | |
Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Reserve of share-based payments | 2.9 | |
Reserve of share-based payments | 5.1 | |
Non-Executive Director | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 0.1 | |
January 1, 2016 | Key management personnel of entity or parent | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 1.7 | |
January 1, 2017 | Key management personnel of entity or parent | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 0.3 | |
January 1, 2018 | Key management personnel of entity or parent | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 0.1 | |
Non-Executive Directors Award | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Reserve of share-based payments | 0.5 | |
Reserve of share-based payments | 0.6 | |
Non-Executive Directors Award | Non-Executive Director | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 0.1 | |
Non-Executive Directors Award | January 1, 2016 | Key management personnel of entity or parent | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 0 | |
Non-Executive Directors Award | January 1, 2017 | Key management personnel of entity or parent | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 0 | |
Non-Executive Directors Award | January 1, 2018 | Key management personnel of entity or parent | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 0 | |
Management Share Award 2016 | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Reserve of share-based payments | 2.2 | |
Reserve of share-based payments | 3.9 | |
Management Share Award 2016 | Non-Executive Director | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 0 | |
Management Share Award 2016 | January 1, 2016 | Key management personnel of entity or parent | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 1.7 | |
Management Share Award 2016 | January 1, 2017 | Key management personnel of entity or parent | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 0 | |
Management Share Award 2016 | January 1, 2018 | Key management personnel of entity or parent | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 0 | |
Management Share Award 2017 | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Reserve of share-based payments | 0.2 | |
Reserve of share-based payments | 0.5 | |
Management Share Award 2017 | Non-Executive Director | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 0 | |
Management Share Award 2017 | January 1, 2016 | Key management personnel of entity or parent | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 0 | |
Management Share Award 2017 | January 1, 2017 | Key management personnel of entity or parent | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 0.3 | |
Management Share Award 2017 | January 1, 2018 | Key management personnel of entity or parent | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 0 | |
Management Share Award 2018 | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Reserve of share-based payments | 0 | |
Reserve of share-based payments | 0.1 | |
Management Share Award 2018 | Non-Executive Director | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 0 | |
Management Share Award 2018 | January 1, 2016 | Key management personnel of entity or parent | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 0 | |
Management Share Award 2018 | January 1, 2017 | Key management personnel of entity or parent | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | 0 | |
Management Share Award 2018 | January 1, 2018 | Key management personnel of entity or parent | Share based compensation reserve | ||
Disclosure of reserves within equity [line items] | ||
Share award charge | € 0.1 |
Share Capital and Capital res62
Share Capital and Capital reserve (Details) € in Millions | Jan. 02, 2018$ / sharesshares | Mar. 31, 2018$ / shares | Dec. 31, 2017$ / shares | Dec. 31, 2015$ / shares | Mar. 31, 2018EUR (€)shares | Dec. 31, 2017EUR (€)shares |
Disclosure of classes of share capital [line items] | ||||||
Percentage increase in dividend price | 20.00% | 20.00% | ||||
Dividends recognised as distributions to owners per share (in dollars per share) | $ / shares | $ 16.6516 | $ 11.4824 | ||||
Preference shares, dividend payment terms, weighted average share price, minimum term required | 10 days | 10 days | ||||
Total share capital and capital reserve | € 1,758.3 | € 1,637.5 | ||||
Listing and share transaction costs | (13.8) | (13.8) | ||||
Total Capital reserve | 1,744.5 | 1,623.7 | ||||
Ordinary shares | ||||||
Disclosure of classes of share capital [line items] | ||||||
Total share capital and capital reserve | 1,747.7 | 1,626.9 | ||||
Founder Preferred shares | ||||||
Disclosure of classes of share capital [line items] | ||||||
Total share capital and capital reserve | € 10.6 | € 10.6 | ||||
Founder Entities | Ordinary shares | ||||||
Disclosure of classes of share capital [line items] | ||||||
Founder preferred shares annual dividend amount (in shares) | shares | 8,705,890 | |||||
Issued Capital and Capital Reserve | Ordinary shares | ||||||
Disclosure of classes of share capital [line items] | ||||||
Par value per share (in usd per share) | $ / shares | $ 10 | $ 10 | ||||
Issued and fully paid (in shares) | shares | 173,997,436,000,000 | 165,291,546,000,000 | ||||
Issued Capital and Capital Reserve | Founder Preferred shares | ||||||
Disclosure of classes of share capital [line items] | ||||||
Par value per share (in usd per share) | $ / shares | $ 10 | $ 10 | ||||
Issued and fully paid (in shares) | shares | 1,500,000,000,000 | 1,500,000,000,000 |
Founder Preferred Shares Divi63
Founder Preferred Shares Dividend Reserve (Details) € in Millions | Jan. 02, 2018$ / sharesshares | Mar. 31, 2018EUR (€) | Dec. 31, 2017EUR (€) | Dec. 31, 2015$ / shares |
Disclosure of classes of share capital [line items] | ||||
Preference shares, dividend payment terms, weighted average share price, minimum term required | 10 days | 10 days | ||
Percentage increase in dividend price | 20.00% | 20.00% | ||
Dividends recognised as distributions to owners per share (in dollars per share) | $ / shares | $ 16.6516 | $ 11.4824 | ||
Preferred share dividend equivalent (in shares) | 140,220,619 | |||
Founder Entities | Ordinary shares | ||||
Disclosure of classes of share capital [line items] | ||||
Founder preferred shares annual dividend amount (in shares) | shares | 8,705,890 | |||
Founder preferred shares dividend reserve | Founder Preferred shares | ||||
Disclosure of classes of share capital [line items] | ||||
Equity | € | € 372.6 | € 493.4 |
Related parties (Details)
Related parties (Details) - EUR (€) € in Millions | Jan. 02, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Non-Executive Director | |||
Disclosure of transactions between related parties [line items] | |||
Fees and expenses | € 0.1 | € 0.1 | |
Ordinary shares | Founder Entities | |||
Disclosure of transactions between related parties [line items] | |||
Founder preferred shares annual dividend amount (in shares) | 8,705,890 | ||
Mariposa Capital and TOMS Capital | Affiliate of Founder Entities | |||
Disclosure of transactions between related parties [line items] | |||
Fees and expenses | € 0.5 | € 0.5 |
Subsequent events after the S65
Subsequent events after the Statement of Financial Position date (Details) - Apr. 21, 2018 - Goodfella's Pizza € in Millions, £ in Millions | GBP (£)facility | EUR (€) |
Disclosure of detailed information about business combination [line items] | ||
Cash transferred | £ 200 | € 230 |
Number of frozen pizza manufacturing facilities | 2 |