Cover
Cover | 3 Months Ended |
Mar. 31, 2021 | |
Cover [Abstract] | |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2021 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q1 |
Entity Registrant Name | Nomad Foods Ltd. |
Entity Central Index Key | 0001651717 |
Current Fiscal Year End Date | --12-31 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Interim Statements of Financial Position - EUR (€) € in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Non-current assets | ||
Goodwill | € 1,903.4 | € 1,902.5 |
Intangibles | 2,150.1 | 2,155.7 |
Property, plant and equipment | 422.5 | 422.2 |
Other non-current assets | 0.9 | 1.1 |
Derivative financial instruments | 3.5 | 17.2 |
Deferred tax assets | 106.5 | 113.5 |
Total non-current assets | 4,586.9 | 4,612.2 |
Current assets | ||
Cash and cash equivalents | 453.6 | 393.2 |
Inventories | 310.5 | 344.3 |
Trade and other receivables | 196.4 | 185 |
Indemnification assets | 10.4 | 15.4 |
Short-term investments | 4.8 | 25 |
Derivative financial instruments | 4.4 | 5.5 |
Total current assets | 980.1 | 968.4 |
Total assets | 5,567 | 5,580.6 |
Current liabilities | ||
Trade and other payables | 628.6 | 647.2 |
Current tax payable | 157.9 | 166.2 |
Provisions | 36.4 | 45.7 |
Loans and borrowings | 21.7 | 22.5 |
Derivative financial instruments | 23.5 | 35.5 |
Total current liabilities | 868.1 | 917.1 |
Non-current liabilities | ||
Loans and borrowings | 1,770.6 | 1,736.3 |
Employee benefits | 252 | 276.2 |
Other non-current liabilities | 2.1 | 2.2 |
Provisions | 6.1 | 6.1 |
Derivative financial instruments | 57.4 | 89.5 |
Deferred tax liabilities | 427.3 | 427.1 |
Total non-current liabilities | 2,515.5 | 2,537.4 |
Total liabilities | 3,383.6 | 3,454.5 |
Net assets | 2,183.4 | 2,126.1 |
Equity attributable to equity holders | ||
Share capital and capital reserve | 1,689.6 | 1,620.5 |
Share based compensation reserve | 3.3 | 8.3 |
Founder Preferred Shares Dividend reserve | 166 | 245.5 |
Translation reserve | 92.8 | 84.7 |
Other reserves | (16.9) | (24.5) |
Retained earnings | 248.6 | 191.6 |
Equity attributable to owners of parent | € 2,183.4 | € 2,126.1 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Interim Statements of Profit or Loss - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Profit or loss [abstract] | ||
Revenue | € 707.4 | € 682.9 |
Cost of sales | (494.6) | (484) |
Gross profit | 212.8 | 198.9 |
Other operating expenses | (98) | (101.5) |
Exceptional items | (10.8) | (20.6) |
Operating profit | 104 | 76.8 |
Finance income | 0 | 5.7 |
Finance costs | (40.3) | (17.7) |
Net financing costs | (40.3) | (12) |
Profit before tax | 63.7 | 64.8 |
Taxation | (14.4) | (17.4) |
Profit for the period | 49.3 | 47.4 |
Equity owners of the parent | 49.3 | 47.5 |
Non-controlling interests | € 0 | € (0.1) |
Earnings per share | ||
Basic and diluted earnings per share (in euros per share) | € 0.28 | € 0.23 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Interim Statements of Comprehensive Income/(Loss) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of comprehensive income [abstract] | ||
Profit | € 49.3 | € 47.4 |
Other comprehensive income/(loss): | ||
Actuarial gains on defined benefit pension plans | 24.2 | 26.1 |
Taxation charge on measurement of defined benefit pension plans | (7) | (8.4) |
Items not reclassified to the Statement of Profit or Loss | 17.2 | 17.7 |
Gain/(loss) on investment in foreign subsidiary, net of hedge | 6.5 | (5.1) |
Effective portion of changes in fair value of cash flow hedges and cost of hedging | 5.6 | 23.8 |
Taxation charge relating to components of other comprehensive income | (3.2) | (5.1) |
Items that may be subsequently reclassified to the Statement of Profit or Loss | 8.9 | 13.6 |
Other comprehensive income for the period, net of tax | 26.1 | 31.3 |
Total comprehensive income for the period | 75.4 | 78.7 |
Equity owners of the parent | 75.4 | 78.8 |
Non-controlling interests | € 0 | € (0.1) |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Interim Statements of Changes in Equity - EUR (€) € in Millions | Total | Share capital and capital reserve | Share based compensation reserve | Founder preferred shares dividend reserve | Translation reserve | Reserve of cash flow hedges [member] | Retained earnings/ (accumulated deficit reserve) | Total equity | Non-controlling interests |
Equity attributable to owners of parent | € 2,095.4 | € 22.6 | € 370.1 | € 94.8 | € (13.2) | € (11.8) | € 2,557.9 | ||
Equity | € 2,556.7 | € (1.2) | |||||||
Equity attributable to owners, beginning balance at Dec. 31, 2019 | 2,095.4 | 22.6 | 370.1 | 94.8 | (13.2) | (11.8) | 2,557.9 | ||
Equity at Dec. 31, 2019 | 2,556.7 | (1.2) | |||||||
Equity owners of the parent | 47.5 | 47.5 | 47.5 | ||||||
Profit | 47.4 | (0.1) | |||||||
Other comprehensive income for the period | 31.3 | (5.1) | 18.7 | 17.7 | 31.3 | ||||
Total comprehensive income for the period | 78.8 | (5.1) | 18.7 | 65.2 | 78.8 | ||||
Comprehensive income | 78.7 | (0.1) | |||||||
Founder Preferred Shares Annual Dividend Amount | 124.6 | (124.6) | |||||||
Issue of ordinary shares | 0 | 7.6 | (7.6) | 0 | |||||
Share issue related cost | (71.1) | (71.1) | (71.1) | ||||||
Share based payment charge | 3 | 3 | 3 | ||||||
Reclassification of awards for settlement of tax liabilities | (12.5) | (12.5) | (12.5) | ||||||
Total transactions with owners, recognized directly in equity | (80.6) | 61.1 | (17.1) | (124.6) | 0 | 0 | (1.3) | (81.9) | 1.3 |
Equity attributable to owners, ending balance at Mar. 31, 2020 | 2,156.5 | 5.5 | 245.5 | 89.7 | 5.5 | 52.1 | 2,554.8 | ||
Equity at Mar. 31, 2020 | 2,554.8 | 0 | |||||||
Non controlling interest through acquisition of subsidiary | 0 | (1.3) | (1.3) | 1.3 | |||||
Equity attributable to owners of parent | 2,156.5 | 5.5 | 245.5 | 89.7 | 5.5 | 52.1 | 2,554.8 | ||
Equity | 2,554.8 | 0 | |||||||
Equity owners of the parent | 47.5 | 47.5 | 47.5 | ||||||
Profit | 47.4 | (0.1) | |||||||
Other comprehensive income for the period | 31.3 | (5.1) | 18.7 | 17.7 | 31.3 | ||||
Equity owners of the parent | 78.8 | (5.1) | 18.7 | 65.2 | 78.8 | ||||
Comprehensive income | 78.7 | (0.1) | |||||||
Founder Preferred Shares Annual Dividend Amount | 124.6 | (124.6) | |||||||
Share based payment charge | 3 | 3 | 3 | ||||||
Issue of ordinary shares | 0 | 7.6 | (7.6) | 0 | |||||
Share issue related cost | (71.1) | (71.1) | (71.1) | ||||||
Reclassification of awards for settlement of tax liabilities | (12.5) | (12.5) | (12.5) | ||||||
Total transactions with owners, recognized directly in equity | (80.6) | 61.1 | (17.1) | (124.6) | 0 | 0 | (1.3) | (81.9) | 1.3 |
Equity attributable to owners of parent | 2,156.5 | 5.5 | 245.5 | 89.7 | 5.5 | 52.1 | 2,554.8 | ||
Equity | 2,554.8 | € 0 | |||||||
Equity attributable to owners of the parent (restated) | 86.3 | (26.1) | |||||||
Equity attributable to owners of parent | 2,126.1 | 1,620.5 | 8.3 | 245.5 | 84.7 | (24.5) | 191.6 | 2,126.1 | |
Equity attributable to owners of the parent (restated) | 86.3 | (26.1) | |||||||
Equity attributable to owners, beginning balance at Dec. 31, 2020 | 2,126.1 | 1,620.5 | 8.3 | 245.5 | 84.7 | (24.5) | 191.6 | 2,126.1 | |
Equity owners of the parent | 49.3 | 49.3 | 49.3 | ||||||
Profit | 49.3 | ||||||||
Other comprehensive income for the period | 26.1 | 6.5 | 2.4 | 17.2 | 26.1 | ||||
Total comprehensive income for the period | 75.4 | 0 | 0 | 0 | 6.5 | 2.4 | 66.5 | 75.4 | |
Deferred hedging losses and costs of hedging transferred to the carrying value of inventory | 6.8 | (6.8) | |||||||
Comprehensive income | 75.4 | ||||||||
Founder Preferred Shares Annual Dividend Amount | 79.5 | (79.5) | 0 | ||||||
Issue of ordinary shares | 0.1 | (0.1) | 0 | ||||||
Share based payment charge | 0.5 | 0.5 | |||||||
Reduction of issued capital | (10.5) | (10.5) | |||||||
Increase (Decrease) Through Vesting Of Other Equity Instruments In Share-Based Payment Transactions, Equity | 0 | ||||||||
Reclassification of awards for settlement of tax liabilities | (5.4) | (9.5) | (14.9) | ||||||
Total transactions with owners, recognized directly in equity | 69.1 | (5) | (79.5) | 0 | 0 | (9.5) | (24.9) | ||
Equity attributable to owners, ending balance at Mar. 31, 2021 | 2,183.4 | 1,689.6 | 3.3 | 166 | 92.8 | (16.9) | 248.6 | 2,183.4 | |
Fair value gain (loss) that would have been recognised in profit or loss or other comprehensive income if financial assets had not been reclassified as measured at amortised cost, initial application of IFRS 9 | 1.6 | (1.6) | |||||||
Equity attributable to owners of parent | 2,126.1 | 1,689.6 | 3.3 | 166 | 92.8 | (16.9) | 248.6 | 2,183.4 | |
Equity owners of the parent | 49.3 | 49.3 | 49.3 | ||||||
Profit | 49.3 | ||||||||
Other comprehensive income for the period | 26.1 | 6.5 | 2.4 | 17.2 | 26.1 | ||||
Equity owners of the parent | 75.4 | 0 | 0 | 0 | 6.5 | 2.4 | 66.5 | 75.4 | |
Comprehensive income | 75.4 | ||||||||
Founder Preferred Shares Annual Dividend Amount | 79.5 | (79.5) | 0 | ||||||
Share based payment charge | 0.5 | 0.5 | |||||||
Issue of ordinary shares | 0.1 | (0.1) | 0 | ||||||
Repurchase of ordinary shares | 10.5 | 10.5 | |||||||
Reclassification of awards for settlement of tax liabilities | (5.4) | (9.5) | (14.9) | ||||||
Total transactions with owners, recognized directly in equity | 69.1 | (5) | (79.5) | 0 | 0 | (9.5) | (24.9) | ||
Equity attributable to owners of parent | € 2,183.4 | € 1,689.6 | € 3.3 | € 166 | € 92.8 | € (16.9) | € 248.6 | € 2,183.4 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Interim Statements of Cash Flows - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Profit | € 49.3 | € 47.4 |
Adjustments for: | ||
Exceptional items | 10.8 | 20.6 |
Non-cash fair value purchase price adjustment of inventory | 2.3 | 0 |
Share based payment expense and related employer payroll tax expense | 0.5 | 3 |
Depreciation and amortization | 16.8 | 17.8 |
Loss on disposal of property, plant and equipment | 0.1 | 0 |
Finance costs | 40.3 | 12 |
Taxation | 14.4 | 17.4 |
Operating cash flow before changes in working capital, provisions and net of acquisitions | 134.5 | 118.2 |
Decrease in inventories | 42.1 | 51.8 |
Increase in trade and other receivables | (9.3) | (64.3) |
(Decrease)/increase in trade and other payables | (20) | 12.4 |
Increase in employee benefits and other provisions | 0.8 | 1.1 |
Cash generated from operations before tax and exceptional items | 148.1 | 119.2 |
Cash flows relating to exceptional items | (9.7) | (4.7) |
Tax paid | (20.5) | (18.8) |
Net cash generated from operating activities | 117.9 | 95.7 |
Cash flows from investing activities | ||
Purchase of subsidiaries, net of cash acquired | 0 | (1) |
Purchase of property, plant and equipment and intangibles | (19.5) | (9.6) |
Redemption of investments | 7.8 | 0 |
Cash used in investing activities | (11.7) | (10.6) |
Cash flows from financing activities | ||
Repurchase of ordinary shares | (10.5) | (71.1) |
Repayments of loan principal | 0 | (3) |
Income taxes paid (refund), classified as financing activities | 16.4 | |
Payments related to shares withheld for taxes | 0 | |
Payment of lease liabilities | (4.9) | (6.2) |
Interest paid | (8.9) | (9.5) |
Interest received | 0 | 0.2 |
Other financing cash flows | 0.5 | (5.7) |
Net cash provided by financing activities | (40.2) | (95.3) |
Net increase in cash and cash equivalents | 66 | (10.2) |
Cash and cash equivalents at beginning of period | 453 | |
Cash and cash equivalents at beginning of period | 393.2 | 824.8 |
Effect of exchange rate fluctuations | 4.5 | (12) |
Cash and cash equivalents at end of period | € 453.6 | € 802.6 |
Cash and cash equivalents
Cash and cash equivalents | 3 Months Ended |
Mar. 31, 2021 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Cash and cash equivalents | Cash and cash equivalents March 31, 2021 December 31, 2020 €m €m Cash and cash equivalents 427.7 393.1 Restricted cash 25.9 0.1 Cash and cash equivalents 453.6 393.2 Bank overdraft (0.6) (10.7) Cash and cash equivalents per Statement of Cash Flows 453.0 382.5 ‘Cash and cash equivalents’ comprise cash balances and deposits. Restricted cash comprises money that is primarily reserved for a specific purpose and therefore not available for immediate or general business use. Bank overdrafts that are repayable on demand and form an integral part of the Company's cash management are included as a component of cash and cash equivalents for the purposes of the Statement of Cash Flows. |
Founder Preferred Shares Divide
Founder Preferred Shares Dividend Reserve | 3 Months Ended |
Mar. 31, 2021 | |
Share Capital, Reserves and Other Equity Interest [Abstract] | |
Founder Preferred Shares Dividend Reserve | 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 ($25.2127) multiplied by 140,220,619 shares (the “Preferred Share Dividend Equivalent”). The conditions of the Founder Preferred Shares Annual Dividend Amount for 2020 were met and issued on January 4, 2021. The Company issued a share dividend of 3,875,036 ordinary shares calculated as 20% of the increase in the market price of our ordinary shares compared to 2019 dividend price of $25.2127 multiplied by Preferred Share Dividend Equivalent. The Dividend Price used to calculate the Annual Dividend Amount was $27.2965 (calculated based upon the volume weighted average price for the last ten The Founder Preferred Shares Annual Dividend Amount is paid for so long as the Founder Preferred Shares remain outstanding. The Founder Preferred Shares automatically convert on the last day of the seventh full financial year following completion of the acquisition of the Iglo Group or upon a change of control, unless in the case of a change of control, the independent Directors determine otherwise. |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Subclassifications of assets, liabilities and equities [abstract] | |
Summary of Cash and Cash Equivalents | March 31, 2021 December 31, 2020 €m €m Cash and cash equivalents 427.7 393.1 Restricted cash 25.9 0.1 Cash and cash equivalents 453.6 393.2 Bank overdraft (0.6) (10.7) Cash and cash equivalents per Statement of Cash Flows 453.0 382.5 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - EUR (€) € in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Subclassifications of assets, liabilities and equities [abstract] | ||
Cash and cash equivalents | € 427.7 | € 393.1 |
Restricted cash | 25.9 | 0.1 |
Cash and cash equivalents | 453.6 | 393.2 |
Bank overdraft | (0.6) | (10.7) |
Cash and cash equivalents per Statement of Cash Flows | € 453 | € 382.5 |
Founder Preferred Shares Divi_2
Founder Preferred Shares Dividend Reserve (Details) € in Millions | 12 Months Ended |
Dec. 31, 2020EUR (€)$ / sharesshares | |
Disclosure of classes of share capital [line items] | |
Preference shares, dividend payment terms, weighted average share price, minimum term required | 10 days |
Dividends recognised as distributions to owners per share (in dollars per share) | $ / shares | $ 27.2965 |
Preferred share dividend equivalent (in shares) | shares | 140,220,619 |
Founder Preferred shares | Founder preferred shares dividend reserve | |
Disclosure of classes of share capital [line items] | |
Equity | € | $ 245.5 |
General information
General information | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 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 through offices in 14 countries and exports to many others. The Company’s portfolio of leading frozen food brands includes Birds Eye , Iglo , Findus , Goodfella's and Aunt Bessie's . 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, 2021 | |
Basis Of Presentation [Abstract] | |
Basis of preparation | Basis of preparation These unaudited condensed consolidated interim financial statements for the three months ended March 31, 2021 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, 2020, 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 4, 2021. 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, 2020, except for hedge accounting as disclosed in this note and taxes on income. Taxes on income 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. On March 11, 2020, the World Health Organization officially declared COVID-19, the disease caused by novel coronavirus, a pandemic. The Directors are working with Management to monitor the evolution of the pandemic, including how it may affect the markets and the general population and also the potential financial impact. The final impact of the pandemic on the Company is hard to predict, however, 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 these financial statements. On January 1, 2021, the Company adopted hedge accounting under IFRS 9, as the hedge accounting requirements have been simplified and are more closely aligned to the Company's risk management strategy. Under IFRS 9 all existing hedging relationships qualified as continuing hedging relationships. Impact of adoption of IFRS 9 for hedge accounting The Company applied IFRS 9 hedge accounting prospectively, "except for application of the cost of hedging approach". The Company has elected the cost of hedging approach for the fair value movement of all hedging instruments, whereby the movements will be recognized within equity, to the extent that they relate to the hedged item. As permitted by the standard, adjustments required as a result of adopting the cost of hedging approach, have been made to the opening Consolidated Statement of Changes in Equity. As such, prior year comparatives have not been restated. A summary of adjustments arising from application of IFRS 9 for hedge accounting as of January 1, 2021 are as follows: Opening Balance January 1, 2021 Impact of change in policy Opening Balance January 1, 2021 Cash flow hedge reserve (24.5) 2.8 (21.7) Cost of hedging reserve — (4.4) (4.4) Other reserves (24.5) (1.6) (26.1) Translation reserve 84.7 1.6 86.3 The Company's policy is to reduce its risk of foreign exchange movements on forecasted transactions (such as purchases of raw materials) in currencies other than the operating entity's functional currency using forward foreign exchange contracts designated as cash flow hedges. Under IFRS 9, in cash flow hedges of a forecast transaction that result in the recognition of a non-financial item (such as inventory), the amounts that were accumulated in the cash flow hedging reserve and the cost of hedging reserve are included in the initial cost of the non-financial item upon its recognition. The Company has elected to apply this accounting policy prospectively and therefore as at January 1, 2021 any existing hedges of non-financial items (such as inventory) that were already recognized in the Consolidated Statement of Financial Position, did not result in an opening balance transfer out of equity to the non-financial item as a result of the transition to IFRS 9. For the three months ended March 31, 2021 €6.8 million was recognized as a basis adjustment transferred to the carrying value of inventory on the Consolidated Statement of Financial Position. This is not a reclassification adjustment and will not be recognized in the Consolidated Statement of Other Comprehensive Income for the period. Updated accounting policy for hedge accounting applied from January 1, 2021, following the adoption of IFRS 9 for hedge accounting Derivative financial instruments are recognized at fair value. When a derivative financial instrument is not designated in a hedge accounting relationship, all changes in its fair value are recognized immediately in the Consolidated Statement of Profit or Loss. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged. The Company has elected the cost of hedging approach for the fair value movement on currency basis spreads of all hedging relationships, whereby the movements will be recognized within equity, if material, to the extent that they relate to the hedged item. In cash flow hedges of a forecast transaction that result in the recognition of a non-financial item (such as inventory), the amounts that were accumulated in the cash flow hedging reserve and the cost of hedging reserve are included in the initial cost of the non-financial item upon its recognition. The fair value of all financial derivative instruments (including but not limited to forward foreign exchange contracts, and cross currency interest rates swaps), is determined per market standard using forward foreign exchange and interest rates at the balance sheet date, with the resulting value discounted back to present value. Cross currency interest rate swaps can be entered into in order to mitigate perceived risks to foreign exchange translation risk and interest rate risk. Foreign exchange forward contracts can be entered into in order to mitigate perceived risks to foreign exchange transaction risk. The Company applies the hedge accounting requirements of IFRS 9 to all hedging relationships. a) Cash flow hedges Where a derivative financial instrument is designated as a hedge of the cash flow of a recognized asset or liability, (including a highly probable forecast transaction) the effective part of any gain or loss on the derivative financial instrument is recognized directly in the cash flow hedging reserve, within other reserves. Any ineffective portion of the hedge is recognized immediately in the Consolidated Statement of Profit or Loss. If the result of a forecasted transaction is recognition of a non-financial asset (for example inventory), the amounts that were accumulated in the cash flow hedging reserve and the cost of hedging reserve (presented together as 'Other reserves') are included in the initial cost of the non-financial item upon its recognition. For all other hedged forecasted transactions, the amounts accumulated in the hedging reserve and cost of hedging reserve are reclassified to the Consolidated Statement of Profit or Loss in the same period, or periods, in which the hedged forecasted future cash flows affect the Consolidated Statement of Profit or Loss. When a hedging instrument expires or is sold, exercised or otherwise terminated, or the entity revokes designation of the hedge relationship but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in equity and is recognized when the transaction occurs. If the hedged transaction is no longer expected to take place, the cumulative unrealized gain or loss recognized in equity is recognized in the Consolidated Statement of Profit or Loss immediately. b) Net investment hedges |
Accounting estimates and judgme
Accounting estimates and judgments | 3 Months Ended |
Mar. 31, 2021 | |
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 judgment in applying the accounting policies and estimation that affect the reported amounts of assets and liabilities and results. Actual results could differ from those estimates and the financial statements will be impacted by key judgments taken. In preparing the condensed consolidated interim financial statements, the key sources of estimation uncertainty for the interim period ended March 31, 2021, which continues to be the same as those that applied to the consolidated financial statements as at and for the year ended December 31, 2020. Key Judgments Judgments are made in the process of applying accounting policies. Those judgments which are considered key are listed below. a) Business Combinations For business combinations that have a significant effect on the amounts reported in the consolidated financial statements, 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. b) Discounts and trade promotions Management use judgment when considering when accruals for discounts and trade promotions can be released. Management makes the judgment based on the principle that accruals are reversed only to the extent that it is highly probable that a significant reversal will not occur. c) Uncertain tax positions Management use judgment when determining whether it is appropriate to accrue for uncertain tax positions and for how long accruals for uncertain tax positions are retained. Management considers tax laws which are in place in making that assessment determining whether it is appropriate to release. d) Cash generating units When performing goodwill impairment testing, management apply judgment to the allocation of goodwill to cash generating units. Management has determined goodwill is monitored at the operating segment level of “Frozen”. e) Operating segments Management apply judgment in determining the Chief Operating Decision Maker (“CODM”), and the nature and extent of the financial information which is reviewed by the CODM. Management have considered how resources are allocated in determining the single reporting and operating segment of “Frozen”. Please refer to Note 5 for further information. Significant estimates Information about estimates and assumptions that have significant effects on the amounts reported in the consolidated financial statements are listed below. Management have taken into account the impact and potential future impact of COVID-19 on these estimates. Management will continue to assess the impact of future developments in relation to COVID-19 as it relates to estimates, especially around the carrying value of goodwill, brands and other intangibles, as well as on property, plant and equipment. In particular, management will focus on the long-term impact on the food service customer relationship intangible assets. a) Discounts and trade promotions Discounts given by the Company include rebates, price reductions and incentives given to customers, promotional couponing and trade communication costs. Each customer has bespoke agreements that are governed by a combination of observable and unobservable performance conditions. Trade promotions comprise of amounts paid to retailers for programs designed to promote Company products and include pricing allowances, merchandising funds and customer coupons, which are offered through various programs to customers and consumers. The ultimate costs of these programs can depend upon retailer performance and is the subject of significant management estimates. The estimated ultimate cost of the program is based upon the programs offered, timing of those offers, estimated retailer performance based on history, management’s experience and current economic trends. At each financial year end date, any discount or trade promotion incurred but not yet invoiced is estimated and accrued for. In certain cases, the estimate for discounts and trade promotions requires the use of forecast information for future trading periods and therefore a degree of estimation uncertainty exists. These estimates are sensitive to variances between actual results and forecasts. The estimate is based on accumulated experience. The accruals are presented as ‘trade terms’ and offset against trade receivables due to the same customer, or as trade term payables where there is no receivable to be offset. The balance of the reduction in trade receivables for trade terms as of March 31, 2021 is disclosed in Note 12. b) 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 an estimate of fair value of all assets and liabilities acquired. Such estimates are based on valuation techniques, which require considerable estimation 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 estimates and assumptions can materially affect our financial position and profit: • The fair value and expected useful economic life of acquired intangible and tangible assets that are subject to depreciation or amortization in future periods. • Future changes to the assumptions over forecast future profitability used in estimating the value of intangible assets and goodwill may result in additional expenses or income. • Future changes to the assumptions used in estimating the value of uncertain tax positions may result in additional expenses or income. c) 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. Future cash flows for the purposes of the value in use calculation are taken from approved budgets. d) Employee benefit obligation The Group 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 by a specialist third party and is dependent on a series of assumptions which are estimated by management. See Note 14 for details of material changes, if any, to assumptions since December 31, 2020. e) Uncertain tax positions Where tax exposures can be quantified, an accrual for uncertain tax positions is based on the Group's judgment of the most likely amount of the liability expected to be paid to the relevant tax authority; or, when there is a wide range of possible outcomes, a probability weighted average approach. Given the inherent uncertainties in assessing the outcomes of these exposures, the Company could in future periods experience adjustments to these accruals. The factors considered in estimating the accrual include the progress of discussions with the tax authorities, the complexity of respective tax legislation, valuations of assets for tax purposes and the level of documentary support for historical positions taken by previous owners. The accruals are made on the basis of a weighted average of potential outcomes. f) Fair value of derivative financial instruments. Note 12 includes details of the fair value of the derivative instruments that the Company holds at each balance sheet period. Management has estimated the fair value of these instruments by using valuations based on discounted cash flow calculations. These inputs may be readily observable, market corroborated, or generally unobservable inputs and are further discussed in Note 12. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations1 [Abstract] | |
Acquisitions | Acquisitions (a) Findus Switzerland On December 31, 2020, the Company completed its acquisition of all of the share capital of Findus Switzerland which produces and sells frozen food in Switzerland for €112.8 million. The deal extends the geographical reach of this brand, complementing the existing business model. Due to the timing of the acquisition, the valuation of the business had not been completed within the financial statements reported as at December 31, 2020, with the difference between the consideration paid and the book value of assets valued being provisionally allocated to goodwill. The Company has since completed a preliminary fair valuation exercise over the identifiable assets acquired as well as liabilities and contingent liabilities assumed, with any corresponding adjustment necessary being made to the value of goodwill recognized. Furthermore, following customary working capital adjustments, a final payment of €0.8 million will be made to the seller in the second quarter of 2021. The revised preliminary assessment of the assets are liabilities acquired are as follows: As reported December 31, 2020 Adjustments As restated December 31, 2020 €m €m €m Assets: Intangible assets 24.5 41.6 66.1 Property, plant and equipment, including Right-of-use assets 8.9 — 8.9 Current assets 0.2 — 0.2 Inventories 11.5 1.1 12.6 Total assets 45.1 42.7 87.8 Liabilities: Current liabilities 0.3 — 0.3 Non-current liabilities 6.8 — 6.8 Deferred tax liabilities 1.6 6.4 8.0 Total liabilities 8.7 6.4 15.1 Total identifiable net assets acquired 36.4 36.3 72.7 Total purchase consideration 112.0 0.8 112.8 Total identifiable net assets acquired (36.4) (36.3) (72.7) Goodwill 75.6 (35.5) 40.1 The preliminary Goodwill recognized on acquisition is €40.1 million. The goodwill recognized is attributable mainly to the growth prospects for the business expected organically and operational synergies. If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition are identified, then the accounting for the acquisition will be revised. The figures presented include working capital revisions post acquisition. Restatement of prior year comparatives IFRS 3 requires fair value adjustments to be recorded with effect from the date of acquisition and consequently result in the restatement of previously reported financial results. The impact on the Statement of Financial Position as at December 31, 2020 is shown below. As reported December 31, 2020 Adjustments As restated December 31, 2020 €m €m €m Goodwill 1,938.0 (35.5) 1,902.5 Intangible assets 2,114.1 41.6 2,155.7 Inventories 343.2 1.1 344.3 Deferred tax liabilities (420.7) (6.4) (427.1) Trade and other payables - current (646.4) (0.8) (647.2) Other assets and liabilities, not affected by restatement (1,202.1) — (1,202.1) Net assets 2,126.1 — 2,126.1 €m Balance at January 1, 2021 15.4 Release of indemnification asset (5.0) Balance at March 31, 2021 10.4 As at March 31, 2021, €7.0 million (December 31, 2020: €12.0 million) of the indemnification assets relate to the acquisition of the Findus Group in 2015, which is backed primarily by 342,190 shares that are held in escrow and are valued at $27.46 (€23.39) (December 31, 2020: 618,099 shares valued at $25.42 (€20.69)) each. The shares placed in escrow are being released in stages over a four-year period which began in January 2019 and has continued on each anniversary thereafter. In January 2021, 275,909 shares were released from escrow. As a consequence, the indemnification asset was reduced by a value of €5.0 million in January 2021. The corresponding charge has been recognized within exceptional items in Note 6. |
Segment reporting
Segment reporting | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 2020 Note €m €m Profit for the period 49.3 47.4 Taxation 14.4 17.4 Net financing costs 7 40.3 12.0 Depreciation & amortization 16.8 17.8 EBITDA 120.8 94.6 Acquisition purchase price adjustments 2.3 — Exceptional items 6 10.8 20.6 Other add-backs 3.6 4.7 Adjusted EBITDA 137.5 119.9 Acquisition purchase price adjustments relate to the reversal of the non-cash increase applied to inventory acquired in business combinations to value it at fair value as opposed to cost. Other add-backs include the elimination of share-based payment expense and related employer payroll tax expense of €0.6 million for the three months ended March 31, 2021 (2020: €3.9 million), as well as the elimination of M&A related investigation costs, professional fees, transaction costs, purchase accounting related valuations and post-close transaction costs of €3.0 million for the three months ended March 31, 2021 (2020: €0.8 million). We exclude these costs because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance. No information on segment assets or liabilities is presented to the CODM. External revenue by geography For the three months ended March 31, 2021 2020 €m €m United Kingdom 195.4 202.4 Italy 127.7 125.8 Germany 114.5 111.2 France 51.7 52.1 Sweden 39.8 44.5 Austria 38.3 34.8 Norway 31.5 31.0 Spain 18.6 23.7 Rest of Europe 89.9 57.4 Total external revenue by geography 707.4 682.9 |
Exceptional items
Exceptional items | 3 Months Ended |
Mar. 31, 2021 | |
Analysis of income and expense [abstract] | |
Exceptional items | Exceptional items For the three months ended March 31, 2021 2020 €m €m Business Transformation program 1.0 — Findus Switzerland integration costs 0.8 — Release of indemnification assets 5.0 17.8 Brexit 3.2 0.2 Goodfella's Pizza & Aunt Bessie's integration costs — 2.0 Factory optimization 0.8 0.6 Total exceptional items 10.8 20.6 We do not consider these items to be indicative of our ongoing operating performance. In 2020, the Company launched the first phase of a multi-year, enterprise-wide transformation and optimization program. Over the next few years, additional transformation phases will be implemented. The program aims to standardize, simplify and automate end-to-end business processes. This will enable key decision making and analytical capability, building a platform and organization to support future growth and provide better value for shareholders. Execution of the business transformation program will include the evaluation and implementation of new systems needed to support the project. Expenses incurred to date consist of restructuring and transformational project costs, including business technology transformation initiative costs and related professional fees. As disclosed in Note 4, the Company completed the acquisition of Findus Switzerland on December 31, 2020, following which the Company is undertaking an integration project. The charges for the release of indemnification assets relates to the partial release of shares held in escrow associated with the acquisition of the Findus Group as discussed in Note 11. As part of the process of the United Kingdom exiting the European Union, commonly referred to as Brexit, the Company has incurred expenses to prepare for, and respond to, changes impacting our supply chain. Whilst an agreement with the EU was reached on December 24, 2020, border control processes remain in a period of transition. Expenses of €3.2 million have been incurred in the three months ended March 31, 2021 relating to project costs and the write-off of system development costs (2020: €0.2 million). Following the business combinations of the Goodfella’s pizza business in April 2018 and the Aunt Bessie's business in July 2018, the Company performed an integration project which was completed in 2020. In 2018, the Company initiated a three-year factory optimization program. The focus of the program is to develop a new suite of standard manufacturing and supply chain processes, that will provide a single network of optimized factories. The program is expected to provide a number of benefits, including an optimized supply chain infrastructure, benefits derived from the implementation of a standardized global manufacturing and planning processes, and an increased level of sustainable performance improvement. Expenses of €0.8 million have been incurred in the three months ended March 31, 2021 (2020: €0.6 million). T he tax impact of the exceptional items for the three months ended March 31, 2021 amounted to a credit of €1.2 million (2020: €0.5 million). Included in the Condensed Consolidated Interim Statements of Cash Flows for the three months ended March 31, 2021 is €9.7 million (2020: €4.7 million) of cash outflows relating to exceptional items. This includes cash flows related to the above items 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, 2021 | |
Analysis of income and expense [abstract] | |
Finance income and costs | Finance income and costs For the three months ended March 31, 2021 2020 €m €m Finance income Interest income — 0.3 Net foreign exchange gains on translation of financial assets and liabilities — 5.4 Total finance income — 5.7 Interest expense (a) (13.4) (14.6) Impairment loss on short term investments (b) (12.4) — Net foreign exchange arising on translation of financial assets and liabilities (11.6) — Net pension interest costs (0.4) (0.7) Amortization of borrowing costs (0.5) (0.5) Net fair value losses on derivatives held at fair value through profit or loss (2.0) (1.9) Total finance costs (40.3) (17.7) Net finance costs (40.3) (12.0) (a) Interest expense includes interest and finance charges paid/payable for lease liabilities and financial liabilities not at fair value through profit or loss and 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, 2021 | |
Income Taxes [Abstract] | |
Taxation | Taxation Income tax expense of €14.4 million for the three months ended March 31, 2021 (2020: €17.4 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. This estimate takes into account the reduction in provisions due to resolution of certain pre-acquisition risks previously covered by escrow. It also reflects the tax impact of exceptional items accounted for in the periods. The UK government announced an increase in the statutory rate of corporation tax from 19% to 25% with effect from April 1, 2023. The increase is expected to be substantively enacted later in 2021, giving rise to a substantial one-off impact on deferred tax balances. 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, 2021 | |
Earnings per share [abstract] | |
Earnings per share | Earnings per share For the three months ended March 31, 2021 2020 Basic earnings per share Profit for the period attributable to equity owners of the parent (€m) 49.3 47.5 Weighted average Ordinary Shares and Founder Preferred Shares (basic) in millions 177.8 203.0 Basic earnings per share € 0.28 € 0.23 For the three months period ended March 31, 2021, the number of shares in both the diluted and basic earnings per share calculation has been adjusted to include shares that the Company is obligated to issue in future periods, including 32,140 shares to be issued under the 2020 Non-Executive Restricted Stock Awards in July 2021, as well as 25,655 shares to be issued under the Company's Amended and Restated Long Term 2018 Incentive Plan ("LTIP") in 2023 as performance conditions have been met. Refer to Note 15 for further details. There is no adjustment to the profit for the period attributable to equity owners of the parent. For the three months ended March 31, 2021 2020 Diluted earnings per share Profit for the period attributable to equity owners of the parent (€m) 49.3 47.5 Weighted average Ordinary Shares and Founder Preferred Shares (diluted) in millions 177.8 203.0 Diluted earnings per share € 0.28 € 0.23 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 |
Indemnification assets
Indemnification assets | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations1 [Abstract] | |
Indemnification assets | Acquisitions (a) Findus Switzerland On December 31, 2020, the Company completed its acquisition of all of the share capital of Findus Switzerland which produces and sells frozen food in Switzerland for €112.8 million. The deal extends the geographical reach of this brand, complementing the existing business model. Due to the timing of the acquisition, the valuation of the business had not been completed within the financial statements reported as at December 31, 2020, with the difference between the consideration paid and the book value of assets valued being provisionally allocated to goodwill. The Company has since completed a preliminary fair valuation exercise over the identifiable assets acquired as well as liabilities and contingent liabilities assumed, with any corresponding adjustment necessary being made to the value of goodwill recognized. Furthermore, following customary working capital adjustments, a final payment of €0.8 million will be made to the seller in the second quarter of 2021. The revised preliminary assessment of the assets are liabilities acquired are as follows: As reported December 31, 2020 Adjustments As restated December 31, 2020 €m €m €m Assets: Intangible assets 24.5 41.6 66.1 Property, plant and equipment, including Right-of-use assets 8.9 — 8.9 Current assets 0.2 — 0.2 Inventories 11.5 1.1 12.6 Total assets 45.1 42.7 87.8 Liabilities: Current liabilities 0.3 — 0.3 Non-current liabilities 6.8 — 6.8 Deferred tax liabilities 1.6 6.4 8.0 Total liabilities 8.7 6.4 15.1 Total identifiable net assets acquired 36.4 36.3 72.7 Total purchase consideration 112.0 0.8 112.8 Total identifiable net assets acquired (36.4) (36.3) (72.7) Goodwill 75.6 (35.5) 40.1 The preliminary Goodwill recognized on acquisition is €40.1 million. The goodwill recognized is attributable mainly to the growth prospects for the business expected organically and operational synergies. If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition are identified, then the accounting for the acquisition will be revised. The figures presented include working capital revisions post acquisition. Restatement of prior year comparatives IFRS 3 requires fair value adjustments to be recorded with effect from the date of acquisition and consequently result in the restatement of previously reported financial results. The impact on the Statement of Financial Position as at December 31, 2020 is shown below. As reported December 31, 2020 Adjustments As restated December 31, 2020 €m €m €m Goodwill 1,938.0 (35.5) 1,902.5 Intangible assets 2,114.1 41.6 2,155.7 Inventories 343.2 1.1 344.3 Deferred tax liabilities (420.7) (6.4) (427.1) Trade and other payables - current (646.4) (0.8) (647.2) Other assets and liabilities, not affected by restatement (1,202.1) — (1,202.1) Net assets 2,126.1 — 2,126.1 €m Balance at January 1, 2021 15.4 Release of indemnification asset (5.0) Balance at March 31, 2021 10.4 As at March 31, 2021, €7.0 million (December 31, 2020: €12.0 million) of the indemnification assets relate to the acquisition of the Findus Group in 2015, which is backed primarily by 342,190 shares that are held in escrow and are valued at $27.46 (€23.39) (December 31, 2020: 618,099 shares valued at $25.42 (€20.69)) each. The shares placed in escrow are being released in stages over a four-year period which began in January 2019 and has continued on each anniversary thereafter. In January 2021, 275,909 shares were released from escrow. As a consequence, the indemnification asset was reduced by a value of €5.0 million in January 2021. The corresponding charge has been recognized within exceptional items in Note 6. |
Financial instruments
Financial instruments | 3 Months Ended |
Mar. 31, 2021 | |
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 IFRS 9 “Financial Instruments”. Financial assets at amortized cost Financial assets at fair value through profit or loss Derivatives at Derivatives designated in hedge relationships Financial Total March 31, 2021 €m €m €m €m €m €m Assets Derivative financial instruments — — 3.5 4.4 — 7.9 Trade receivables 155.9 — — — — 155.9 Cash and cash equivalents 453.6 — — — — 453.6 Short-term investments — 4.8 — — — 4.8 Liabilities Derivative financial instruments — — — (80.9) — (80.9) Trade and other payables excluding non-financial liabilities — — — — (569.7) (569.7) Loans and borrowings — — — — (1,798.7) (1,798.7) Total 609.5 4.8 3.5 (76.5) (2,368.4) (1,827.1) Trade receivables disclosed in the table above are net of contract liabilities related to discounts and trade marketing expenses of €244.5 million. Loans and borrowings includes €67.8 million relating to lease liabilities and are stated gross of capitalized deferred borrowing costs. The Company has entered into facilities with third-party banks in which the Company may sell qualifying trade debtors on a non-recourse basis. Under the terms of the agreements, the Company has transferred substantially all the credit risks and control of the receivables, which are subject to this agreement. There were no derecognized trade receivables at the period end (December 31, 2020: nil). Financial assets at amortized cost Financial assets at fair value through profit or loss Derivatives at Derivatives designated in hedge relationships Financial Total December 31, 2020 €m €m €m €m €m €m Assets Derivative financial instruments — — 2.9 19.8 — 22.7 Trade receivables 141.2 — — — — 141.2 Cash and cash equivalents 393.2 — — — — 393.2 Short-term investments — 25.0 — — — 25.0 Liabilities Derivative financial instruments — — (0.2) (124.8) — (125.0) Trade and other payables excluding non-financial liabilities — — — — (601.1) (601.1) Loans and borrowings — — — — (1,765.7) (1,765.7) Total 534.4 25.0 2.7 (105.0) (2,366.8) (1,909.7) Trade receivables disclosed in the table above are net of contract liabilities related to discounts and trade marketing expenses of €200.5 million. Loans and borrowings includes €70.4 million relating to lease liabilities and 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”. Short-term investments Short-term investments are valued using inputs that are derived principally from or corroborated by observable market data. The Company has classified these as level 2 instruments as defined in IFRS 13 “Fair value measurement”. For the three months ended March 31, 2021, the Company recognized an impairment charge of €12.4 million related to its short-term investments. The impairment charge was recognized due to a reassessment and evaluation of the observable inputs used in the valuation of the investment indicating that the full amount is likely not to be recovered. It is reasonably possible that changes in observable inputs can lead to recoveries of the investment in the future. Interest bearing loans and borrowings The fair value of the Senior 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 end’s prevailing interest rates. They are classified as level 2 instruments. There is no requirement to determine or disclose the fair value of lease liabilities. The Company has outstanding Senior Loans of €553.2 million and $926.0 million (€788.7 million) respectively (the “Loans”). Loans are repayable on May 15, 2024. The Senior USD Loan requires a repayment of $9.6 million (€8.2 million) in May each year until maturity. Furthermore, as part of the Senior Loan structure, the Company is additionally required to undertake an annual excess cash flow calculation whereby additional principal could be paid. An €80.0 million Revolving Credit Facility is available until May 15, 2023 and is utilized also to support the issuance of letters of credit and bank guarantees. The Company uses cross currency interest rate swaps to convert $926.0 million of Senior USD Loans into €836.5 million of EUR denominated debt with a fixed rate of interest, designated as a cash flow hedge. Additional cross currency interest rate swaps have been entered into that receive €306.6 million with fixed interest flows and pays £258.1 million with fixed interest flows. £220.2 million of these swaps have been designated as a net investment hedge of the Company's investments in Pound Sterling. Hedging instruments mirror the annual amortization payments made under the loans and are adjusted for repayments made under the annual excess cash flow calculation. 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. The Senior Loans, Senior Secured Notes and any drawn balances of the Revolving Credit Facility are secured with equal ranking against assets of the Company and specified subsidiaries. Fair value Carrying value March 31, 2021 December 31, 2020 March 31, 2021 December 31, 2020 €m €m €m €m Senior EUR/USD loans 1,335.2 1,300.4 1,330.8 1,295.1 Other external debt 0.1 0.2 0.1 0.2 2024 fixed rate senior secured notes 404.8 405.8 400.0 400.0 Less deferred borrowing costs — — (6.4) (6.9) 1,740.1 1,706.4 1,724.5 1,688.4 |
Provisions
Provisions | 3 Months Ended |
Mar. 31, 2021 | |
Other Provisions, Contingent Liabilities and Contingent Assets [Abstract] | |
Provisions | Provisions Restructuring Provisions Other Total €m €m €m €m Balance as of January 1, 2021 12.9 6.6 32.3 51.8 Additional provision in the period 0.4 — 0.6 1.0 Release of provision — — (0.6) (0.6) Utilization of provision (6.0) — (4.3) (10.3) Foreign exchange — — 0.6 0.6 Balance as of March 31, 2021 7.3 6.6 28.6 42.5 Analysis of total provisions: March 31, 2021 December 31, 2020 Current 36.4 45.7 Non-current 6.1 6.1 Total 42.5 51.8 Updates since December 31, 2020 Restructuring The €7.3 million (December 31, 2020: €12.9 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. €6.0 million has been utilized in the three months ended March 31, 2021, which relates to reorganizational activities across the Company. Other Other provisions include €3.1 million (December 31, 2020: €6.6 million) related to employer taxes on the LTIP which become payable on the issuance of shares (see Note 15). €4.2 million has been utilized in the three months ended March 31, 2021. |
Employee benefits
Employee benefits | 3 Months Ended |
Mar. 31, 2021 | |
Employee Benefits [Abstract] | |
Employee benefits | Employee benefits The Company operates partially funded defined benefit pension plans in Germany and Austria, an unfunded defined benefit pension plan in Sweden and defined benefit indemnity arrangements in Italy and Austria, as well as various contribution plans in other countries. Pension benefits in Switzerland are met via a contract with a collective foundation that offers a fully insured solution to provide a contribution-based cash balance retirement plan, which is classified as a defined benefit plan. 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, 2021. The total net employee benefit obligations as at March 31, 2021 is as follows: €m Balance as of January 1, 2021 276.2 Service cost 2.3 Net interest expense 0.4 Actuarial gains on pension scheme valuations (24.2) Benefits paid (1.4) Foreign exchange differences on translation (1.3) Balance as of March 31, 2021 252.0 The principal assumptions applied for the valuation at March 31, 2021 were the same as those applied at December 31, 2020, 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 increased from 0.55% to 1.0%. |
Share based compensation reserv
Share based compensation reserve | 3 Months Ended |
Mar. 31, 2021 | |
Share Capital, Reserves and Other Equity Interest [Abstract] | |
Share based compensation reserve | 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 ($25.2127) multiplied by 140,220,619 shares (the “Preferred Share Dividend Equivalent”). The conditions of the Founder Preferred Shares Annual Dividend Amount for 2020 were met and issued on January 4, 2021. The Company issued a share dividend of 3,875,036 ordinary shares calculated as 20% of the increase in the market price of our ordinary shares compared to 2019 dividend price of $25.2127 multiplied by Preferred Share Dividend Equivalent. The Dividend Price used to calculate the Annual Dividend Amount was $27.2965 (calculated based upon the volume weighted average price for the last ten 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. |
Share Capital and Capital reser
Share Capital and Capital reserve | 3 Months Ended |
Mar. 31, 2021 | |
Share Capital, Reserves and Other Equity Interest [Abstract] | |
Share Capital and Capital reserve | Share Capital, Capital reserve and Other reserves Ordinary Shares On January 4, 2021, the Company issued a share dividend of 3,875,036 ordinary shares calculated as 20% of the increase in the market price of our ordinary shares compared to 2019 dividend price of $25.2127 multiplied by Preferred Share Dividend Equivalent. The Dividend Price used to calculate the Annual Dividend Amount was $27.2965 (calculated based upon the volume weighted average price for the last ten On March 13, 2020, the Company announced a share repurchase program to purchase up to an aggregate of $300 million of the Company’s ordinary shares. Acquisitions pursuant to the stock repurchase program may be made from time to time through a combination of open market repurchases, privately negotiated transactions, accelerated share repurchase transactions, and/or other derivative transactions. From January 1, 2021 to January 8, 2021, the Company entered into agreements to repurchase and cancel 507,396 ordinary shares in open market transactions for $12.8 million (€10.5 million) under the program. See Note 15 for further information on restricted shares vested as part of the 2016 and 2017 Management Share Awards. The following is the authorized share capital available to the Company: • Unlimited number of Ordinary Shares with $nil nominal value issued at $10.00 per share • Unlimited number of Founder Preferred Shares with $nil nominal value issued at $10.00 per share Shares March 31, 2021 December 31, 2020 March 31, 2021 December 31, 2020 €m €m Authorized Share Capital issued and fully paid: Ordinary Shares with nil nominal value 176,624,849 172,180,897 1,679.0 1,636.9 Founder Preferred Shares with nil nominal value 1,500,000 1,500,000 10.6 10.6 Total share capital and capital reserve 1,689.6 1,647.5 Listing and share transaction costs — (27.0) Total net share capital and capital reserve 1,689.6 1,620.5 Other Reserves Other reserves as at March 31, 2021, include a cash flow hedging reserve of €12.6 million (December 31, 2020: €21.7 million as restated in Note 2) and a cost of hedging reserve of €4.3 million (December 31, 2020: €4.4 million as restated in Note 2). |
Related parties
Related parties | 3 Months Ended |
Mar. 31, 2021 | |
Related Party [Abstract] | |
Related parties | Related parties Mariposa Capital, LLC, an affiliate of Sir Martin 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, 2021 was €0.4 million (three months ended March 31, 2020: €0.5 million). In addition to the fees above, as discussed in Note 17, the conditions of the Founder Preferred Shares Annual Dividend Amount for 2020 were met and a share dividend of 3,875,036 ordinary shares was issued on January 4, 2021. |
Subsequent events after the Sta
Subsequent events after the Statement of Financial Position date | 3 Months Ended |
Mar. 31, 2021 | |
Events After Reporting Period [Abstract] | |
Subsequent events after the Statement of Financial Position date | Subsequent events after the Statement of Financial Position date |
Basis of preparation (Policies)
Basis of preparation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Common Domain Members [Abstract] | |
Basis of Presentation | 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, 2020, except for hedge accounting as disclosed in this note and taxes on income. Taxes on income 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. On March 11, 2020, the World Health Organization officially declared COVID-19, the disease caused by novel coronavirus, a pandemic. The Directors are working with Management to monitor the evolution of the pandemic, including how it may affect the markets and the general population and also the potential financial impact. The final impact of the pandemic on the Company is hard to predict, however, 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 these financial statements. On January 1, 2021, the Company adopted hedge accounting under IFRS 9, as the hedge accounting requirements have been simplified and are more closely aligned to the Company's risk management strategy. Under IFRS 9 all existing hedging relationships qualified as continuing hedging relationships. Impact of adoption of IFRS 9 for hedge accounting The Company applied IFRS 9 hedge accounting prospectively, "except for application of the cost of hedging approach". The Company has elected the cost of hedging approach for the fair value movement of all hedging instruments, whereby the movements will be recognized within equity, to the extent that they relate to the hedged item. As permitted by the standard, adjustments required as a result of adopting the cost of hedging approach, have been made to the opening Consolidated Statement of Changes in Equity. As such, prior year comparatives have not been restated. A summary of adjustments arising from application of IFRS 9 for hedge accounting as of January 1, 2021 are as follows: Opening Balance January 1, 2021 Impact of change in policy Opening Balance January 1, 2021 Cash flow hedge reserve (24.5) 2.8 (21.7) Cost of hedging reserve — (4.4) (4.4) Other reserves (24.5) (1.6) (26.1) Translation reserve 84.7 1.6 86.3 The Company's policy is to reduce its risk of foreign exchange movements on forecasted transactions (such as purchases of raw materials) in currencies other than the operating entity's functional currency using forward foreign exchange contracts designated as cash flow hedges. Under IFRS 9, in cash flow hedges of a forecast transaction that result in the recognition of a non-financial item (such as inventory), the amounts that were accumulated in the cash flow hedging reserve and the cost of hedging reserve are included in the initial cost of the non-financial item upon its recognition. The Company has elected to apply this accounting policy prospectively and therefore as at January 1, 2021 any existing hedges of non-financial items (such as inventory) that were already recognized in the Consolidated Statement of Financial Position, did not result in an opening balance transfer out of equity to the non-financial item as a result of the transition to IFRS 9. For the three months ended March 31, 2021 €6.8 million was recognized as a basis adjustment transferred to the carrying value of inventory on the Consolidated Statement of Financial Position. This is not a reclassification adjustment and will not be recognized in the Consolidated Statement of Other Comprehensive Income for the period. Updated accounting policy for hedge accounting applied from January 1, 2021, following the adoption of IFRS 9 for hedge accounting Derivative financial instruments are recognized at fair value. When a derivative financial instrument is not designated in a hedge accounting relationship, all changes in its fair value are recognized immediately in the Consolidated Statement of Profit or Loss. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged. The Company has elected the cost of hedging approach for the fair value movement on currency basis spreads of all hedging relationships, whereby the movements will be recognized within equity, if material, to the extent that they relate to the hedged item. In cash flow hedges of a forecast transaction that result in the recognition of a non-financial item (such as inventory), the amounts that were accumulated in the cash flow hedging reserve and the cost of hedging reserve are included in the initial cost of the non-financial item upon its recognition. The fair value of all financial derivative instruments (including but not limited to forward foreign exchange contracts, and cross currency interest rates swaps), is determined per market standard using forward foreign exchange and interest rates at the balance sheet date, with the resulting value discounted back to present value. Cross currency interest rate swaps can be entered into in order to mitigate perceived risks to foreign exchange translation risk and interest rate risk. Foreign exchange forward contracts can be entered into in order to mitigate perceived risks to foreign exchange transaction risk. The Company applies the hedge accounting requirements of IFRS 9 to all hedging relationships. a) Cash flow hedges Where a derivative financial instrument is designated as a hedge of the cash flow of a recognized asset or liability, (including a highly probable forecast transaction) the effective part of any gain or loss on the derivative financial instrument is recognized directly in the cash flow hedging reserve, within other reserves. Any ineffective portion of the hedge is recognized immediately in the Consolidated Statement of Profit or Loss. If the result of a forecasted transaction is recognition of a non-financial asset (for example inventory), the amounts that were accumulated in the cash flow hedging reserve and the cost of hedging reserve (presented together as 'Other reserves') are included in the initial cost of the non-financial item upon its recognition. For all other hedged forecasted transactions, the amounts accumulated in the hedging reserve and cost of hedging reserve are reclassified to the Consolidated Statement of Profit or Loss in the same period, or periods, in which the hedged forecasted future cash flows affect the Consolidated Statement of Profit or Loss. When a hedging instrument expires or is sold, exercised or otherwise terminated, or the entity revokes designation of the hedge relationship but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in equity and is recognized when the transaction occurs. If the hedged transaction is no longer expected to take place, the cumulative unrealized gain or loss recognized in equity is recognized in the Consolidated Statement of Profit or Loss immediately. b) Net investment hedges The Company designates only the change in fair value of the spot element of the cross currency interest swap (‘spot element’) as the hedging instrument in the net investment hedge. The change in fair value of the future price element of the hedging instrument (‘forward element’) is not included as part of the hedging relationships and is recognized in the Consolidated Statement of Profit or Loss immediately. To the extent that the hedge is effective, any foreign currency differences arising on the retranslation of the spot rate component of a financial liability designated as a hedge of a net investment in a foreign operation are recognized in Other Comprehensive Income, and are presented in the translation reserve within equity. To the extent that the hedge is ineffective, such differences are recognized in the Consolidated Statement of Profit or Loss. When the hedged net investment is disposed of, the relevant amount in the translation reserve is transferred to the Consolidated Statement of Profit or Loss as part of the gain or loss on disposal. 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. |
Segment reporting (Tables)
Segment reporting (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 2020 Note €m €m Profit for the period 49.3 47.4 Taxation 14.4 17.4 Net financing costs 7 40.3 12.0 Depreciation & amortization 16.8 17.8 EBITDA 120.8 94.6 Acquisition purchase price adjustments 2.3 — Exceptional items 6 10.8 20.6 Other add-backs 3.6 4.7 Adjusted EBITDA 137.5 119.9 |
External Revenue by Geography | External revenue by geography For the three months ended March 31, 2021 2020 €m €m United Kingdom 195.4 202.4 Italy 127.7 125.8 Germany 114.5 111.2 France 51.7 52.1 Sweden 39.8 44.5 Austria 38.3 34.8 Norway 31.5 31.0 Spain 18.6 23.7 Rest of Europe 89.9 57.4 Total external revenue by geography 707.4 682.9 |
Exceptional items (Tables)
Exceptional items (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Analysis of income and expense [abstract] | |
Schedule of Exceptional Items | For the three months ended March 31, 2021 2020 €m €m Business Transformation program 1.0 — Findus Switzerland integration costs 0.8 — Release of indemnification assets 5.0 17.8 Brexit 3.2 0.2 Goodfella's Pizza & Aunt Bessie's integration costs — 2.0 Factory optimization 0.8 0.6 Total exceptional items 10.8 20.6 |
Finance income and costs (Table
Finance income and costs (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Analysis of income and expense [abstract] | |
Schedule of Finance income and costs | For the three months ended March 31, 2021 2020 €m €m Finance income Interest income — 0.3 Net foreign exchange gains on translation of financial assets and liabilities — 5.4 Total finance income — 5.7 Interest expense (a) (13.4) (14.6) Impairment loss on short term investments (b) (12.4) — Net foreign exchange arising on translation of financial assets and liabilities (11.6) — Net pension interest costs (0.4) (0.7) Amortization of borrowing costs (0.5) (0.5) Net fair value losses on derivatives held at fair value through profit or loss (2.0) (1.9) Total finance costs (40.3) (17.7) Net finance costs (40.3) (12.0) (a) Interest expense includes interest and finance charges paid/payable for lease liabilities and financial liabilities not at fair value through profit or loss and 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, 2021 | |
Earnings per share [abstract] | |
Schedule of Earnings per Share | For the three months ended March 31, 2021 2020 Basic earnings per share Profit for the period attributable to equity owners of the parent (€m) 49.3 47.5 Weighted average Ordinary Shares and Founder Preferred Shares (basic) in millions 177.8 203.0 Basic earnings per share € 0.28 € 0.23 |
Schedule of Diluted Earnings per Share | For the three months ended March 31, 2021 2020 Diluted earnings per share Profit for the period attributable to equity owners of the parent (€m) 49.3 47.5 Weighted average Ordinary Shares and Founder Preferred Shares (diluted) in millions 177.8 203.0 Diluted earnings per share € 0.28 € 0.23 |
Indemnification assets (Tables)
Indemnification assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations1 [Abstract] | |
Summary of Indemnification Assets | Acquisitions (a) Findus Switzerland On December 31, 2020, the Company completed its acquisition of all of the share capital of Findus Switzerland which produces and sells frozen food in Switzerland for €112.8 million. The deal extends the geographical reach of this brand, complementing the existing business model. Due to the timing of the acquisition, the valuation of the business had not been completed within the financial statements reported as at December 31, 2020, with the difference between the consideration paid and the book value of assets valued being provisionally allocated to goodwill. The Company has since completed a preliminary fair valuation exercise over the identifiable assets acquired as well as liabilities and contingent liabilities assumed, with any corresponding adjustment necessary being made to the value of goodwill recognized. Furthermore, following customary working capital adjustments, a final payment of €0.8 million will be made to the seller in the second quarter of 2021. The revised preliminary assessment of the assets are liabilities acquired are as follows: As reported December 31, 2020 Adjustments As restated December 31, 2020 €m €m €m Assets: Intangible assets 24.5 41.6 66.1 Property, plant and equipment, including Right-of-use assets 8.9 — 8.9 Current assets 0.2 — 0.2 Inventories 11.5 1.1 12.6 Total assets 45.1 42.7 87.8 Liabilities: Current liabilities 0.3 — 0.3 Non-current liabilities 6.8 — 6.8 Deferred tax liabilities 1.6 6.4 8.0 Total liabilities 8.7 6.4 15.1 Total identifiable net assets acquired 36.4 36.3 72.7 Total purchase consideration 112.0 0.8 112.8 Total identifiable net assets acquired (36.4) (36.3) (72.7) Goodwill 75.6 (35.5) 40.1 The preliminary Goodwill recognized on acquisition is €40.1 million. The goodwill recognized is attributable mainly to the growth prospects for the business expected organically and operational synergies. If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition are identified, then the accounting for the acquisition will be revised. The figures presented include working capital revisions post acquisition. Restatement of prior year comparatives IFRS 3 requires fair value adjustments to be recorded with effect from the date of acquisition and consequently result in the restatement of previously reported financial results. The impact on the Statement of Financial Position as at December 31, 2020 is shown below. As reported December 31, 2020 Adjustments As restated December 31, 2020 €m €m €m Goodwill 1,938.0 (35.5) 1,902.5 Intangible assets 2,114.1 41.6 2,155.7 Inventories 343.2 1.1 344.3 Deferred tax liabilities (420.7) (6.4) (427.1) Trade and other payables - current (646.4) (0.8) (647.2) Other assets and liabilities, not affected by restatement (1,202.1) — (1,202.1) Net assets 2,126.1 — 2,126.1 €m Balance at January 1, 2021 15.4 Release of indemnification asset (5.0) Balance at March 31, 2021 10.4 |
Financial instruments (Tables)
Financial instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Financial Instruments [Abstract] | |
Disclosure of Financial Assets | Financial assets at amortized cost Financial assets at fair value through profit or loss Derivatives at Derivatives designated in hedge relationships Financial Total March 31, 2021 €m €m €m €m €m €m Assets Derivative financial instruments — — 3.5 4.4 — 7.9 Trade receivables 155.9 — — — — 155.9 Cash and cash equivalents 453.6 — — — — 453.6 Short-term investments — 4.8 — — — 4.8 Liabilities Derivative financial instruments — — — (80.9) — (80.9) Trade and other payables excluding non-financial liabilities — — — — (569.7) (569.7) Loans and borrowings — — — — (1,798.7) (1,798.7) Total 609.5 4.8 3.5 (76.5) (2,368.4) (1,827.1) Trade receivables disclosed in the table above are net of contract liabilities related to discounts and trade marketing expenses of €244.5 million. Loans and borrowings includes €67.8 million relating to lease liabilities and are stated gross of capitalized deferred borrowing costs. The Company has entered into facilities with third-party banks in which the Company may sell qualifying trade debtors on a non-recourse basis. Under the terms of the agreements, the Company has transferred substantially all the credit risks and control of the receivables, which are subject to this agreement. There were no derecognized trade receivables at the period end (December 31, 2020: nil). Financial assets at amortized cost Financial assets at fair value through profit or loss Derivatives at Derivatives designated in hedge relationships Financial Total December 31, 2020 €m €m €m €m €m €m Assets Derivative financial instruments — — 2.9 19.8 — 22.7 Trade receivables 141.2 — — — — 141.2 Cash and cash equivalents 393.2 — — — — 393.2 Short-term investments — 25.0 — — — 25.0 Liabilities Derivative financial instruments — — (0.2) (124.8) — (125.0) Trade and other payables excluding non-financial liabilities — — — — (601.1) (601.1) Loans and borrowings — — — — (1,765.7) (1,765.7) Total 534.4 25.0 2.7 (105.0) (2,366.8) (1,909.7) |
Disclosure of Financial Liabilities | Financial assets at amortized cost Financial assets at fair value through profit or loss Derivatives at Derivatives designated in hedge relationships Financial Total March 31, 2021 €m €m €m €m €m €m Assets Derivative financial instruments — — 3.5 4.4 — 7.9 Trade receivables 155.9 — — — — 155.9 Cash and cash equivalents 453.6 — — — — 453.6 Short-term investments — 4.8 — — — 4.8 Liabilities Derivative financial instruments — — — (80.9) — (80.9) Trade and other payables excluding non-financial liabilities — — — — (569.7) (569.7) Loans and borrowings — — — — (1,798.7) (1,798.7) Total 609.5 4.8 3.5 (76.5) (2,368.4) (1,827.1) Trade receivables disclosed in the table above are net of contract liabilities related to discounts and trade marketing expenses of €244.5 million. Loans and borrowings includes €67.8 million relating to lease liabilities and are stated gross of capitalized deferred borrowing costs. The Company has entered into facilities with third-party banks in which the Company may sell qualifying trade debtors on a non-recourse basis. Under the terms of the agreements, the Company has transferred substantially all the credit risks and control of the receivables, which are subject to this agreement. There were no derecognized trade receivables at the period end (December 31, 2020: nil). Financial assets at amortized cost Financial assets at fair value through profit or loss Derivatives at Derivatives designated in hedge relationships Financial Total December 31, 2020 €m €m €m €m €m €m Assets Derivative financial instruments — — 2.9 19.8 — 22.7 Trade receivables 141.2 — — — — 141.2 Cash and cash equivalents 393.2 — — — — 393.2 Short-term investments — 25.0 — — — 25.0 Liabilities Derivative financial instruments — — (0.2) (124.8) — (125.0) Trade and other payables excluding non-financial liabilities — — — — (601.1) (601.1) Loans and borrowings — — — — (1,765.7) (1,765.7) Total 534.4 25.0 2.7 (105.0) (2,366.8) (1,909.7) Fair value Carrying value March 31, 2021 December 31, 2020 March 31, 2021 December 31, 2020 €m €m €m €m Senior EUR/USD loans 1,335.2 1,300.4 1,330.8 1,295.1 Other external debt 0.1 0.2 0.1 0.2 2024 fixed rate senior secured notes 404.8 405.8 400.0 400.0 Less deferred borrowing costs — — (6.4) (6.9) 1,740.1 1,706.4 1,724.5 1,688.4 |
Provisions (Tables)
Provisions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Provisions, Contingent Liabilities and Contingent Assets [Abstract] | |
Summary of Provisions | Restructuring Provisions Other Total €m €m €m €m Balance as of January 1, 2021 12.9 6.6 32.3 51.8 Additional provision in the period 0.4 — 0.6 1.0 Release of provision — — (0.6) (0.6) Utilization of provision (6.0) — (4.3) (10.3) Foreign exchange — — 0.6 0.6 Balance as of March 31, 2021 7.3 6.6 28.6 42.5 Analysis of total provisions: March 31, 2021 December 31, 2020 Current 36.4 45.7 Non-current 6.1 6.1 Total 42.5 51.8 |
Employee benefits (Tables)
Employee benefits (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Employee Benefits [Abstract] | |
Schedule of Net Employee Benefit Obligations | The total net employee benefit obligations as at March 31, 2021 is as follows: €m Balance as of January 1, 2021 276.2 Service cost 2.3 Net interest expense 0.4 Actuarial gains on pension scheme valuations (24.2) Benefits paid (1.4) Foreign exchange differences on translation (1.3) Balance as of March 31, 2021 252.0 |
Share based compensation rese_2
Share based compensation reserve (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share Capital, Reserves and Other Equity Interest [Abstract] | |
Summary of Management Share Awards | As part of its long term incentive initiatives, the Company has awarded restricted shares to the management team (the “Management Share Awards”) as of the following five award dates. January 1, 2016 Award January 1, 2017 Award January 1, 2018 Award January 1, 2019 Award January 1, 2020 Award Total Number of awards outstanding at January 1, 2021 1,041,953 819,873 446,575 159,561 710,438 3,178,400 Awards vested and issued in period (1,041,953) (819,873) — — — (1,861,826) Number of awards outstanding at March 31, 2021 — — 446,575 159,561 710,438 1,316,574 |
Summary of Management Share Award Inputs and Assumptions | Based on the latest revision to the January 1, 2018, 2019 and 2020 schemes, the inputs and assumptions underlying the Monte Carlo models for all awards outstanding as of valuation date are as follows: January 1, 2018 Award January 1, 2019 Award January 1, 2020 Award Grant date price $ 16.72 $ 20.15 $ 22.37 Exercise price $ — $ — $ — Expected life of restricted share 1.50 – 4.00 years 4.00 years 4.00 years Expected volatility of the share price 22.7 % 24.0 % 24.4 % Dividend yield expected — % — % — % Risk free rate 2.55 % 1.33 % 1.70 % Employee exit rate 14.0 % 14.0 % 27.3 % EBITDA Performance Target Conditions 35.0 % 35.0 % 35.0 % |
Schedule of Reserves within Equity | Share based compensation reserve Total Share based €m Balance as of January 1, 2021 8.3 Non-Executive Director restricted share awards charge 0.1 Directors and Senior Management share awards charge - January 1, 2018 0.1 Directors and Senior Management share awards charge - January 1, 2019 0.1 Directors and Senior Management share awards charge - January 1, 2020 0.2 Shares issued upon vesting of Awards (0.1) Reclassification of employer tax for Director and Senior Management share awards (5.4) Balance as of March 31, 2021 3.3 |
Share Capital and Capital res_2
Share Capital and Capital reserve (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share Capital, Reserves and Other Equity Interest [Abstract] | |
Schedule of Share Capital and Capital Reserve | Shares March 31, 2021 December 31, 2020 March 31, 2021 December 31, 2020 €m €m Authorized Share Capital issued and fully paid: Ordinary Shares with nil nominal value 176,624,849 172,180,897 1,679.0 1,636.9 Founder Preferred Shares with nil nominal value 1,500,000 1,500,000 10.6 10.6 Total share capital and capital reserve 1,689.6 1,647.5 Listing and share transaction costs — (27.0) Total net share capital and capital reserve 1,689.6 1,620.5 |
General information (Details)
General information (Details) | Mar. 31, 2021country |
General Information About Financial Statements [Abstract] | |
Number of countries in which entity operates | 14 |
Basis of preparation (Details)
Basis of preparation (Details) - EUR (€) € in Millions | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 30, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | |
Common Table Line Items [Line Items] | ||||
Other reserves | € (16.9) | € 12.6 | € (21.7) | € (24.5) |
Reserve of change in value of forward elements of forward contracts | 4.3 | (4.4) | 0 | |
Other reserves | (26.1) | (24.5) | ||
Translation reserve | 92.8 | 86.3 | € 84.7 | |
Reserve of cash flow hedges [member] | ||||
Common Table Line Items [Line Items] | ||||
Deferred hedging losses and costs of hedging transferred to the carrying value of inventory | € 6.8 | |||
Increase (decrease) due to changes in accounting policy [member] | ||||
Common Table Line Items [Line Items] | ||||
Other reserves | 2.8 | |||
Reserve of change in value of forward elements of forward contracts | (4.4) | |||
Other reserves | (1.6) | |||
Translation reserve | € 1.6 |
Acquisitions (Details)
Acquisitions (Details) - EUR (€) | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 29, 2021 | Dec. 31, 2020 |
Disclosure of detailed information about business combination [line items] | ||||
Assets | € 5,567,000,000 | € 5,580,600,000 | ||
Liabilities | € 3,383,600,000 | 3,454,500,000 | ||
Findus Switzerland | ||||
Disclosure of detailed information about business combination [line items] | ||||
Consideration transferred | 112,800,000 | |||
Contingent consideration recognised as of acquisition date | € 800,000 | |||
Goodwill recognised as of acquisition date | 40,100,000 | |||
Identifiable intangible assets recognised as of acquisition date | 66,100,000 | |||
Property, plant and equipment recognised as of acquisition date | 8,900,000 | |||
Current assets recognised as of acquisition date | 200,000 | |||
Inventory recognised as of acquisition date | 12,600,000 | |||
Assets | 87,800,000 | |||
Current liabilities recognised as of acquisition date | 300,000 | |||
Non-current liabilities recognised as of acquisition date | 6,800,000 | |||
Deferred tax liabilities recognised as of acquisition date | 8,000,000 | |||
Liabilities | 15,100,000 | |||
Identifiable assets acquired (liabilities assumed) | 72,700,000 | |||
Findus Switzerland | Previously stated [member] | ||||
Disclosure of detailed information about business combination [line items] | ||||
Consideration transferred | 112,000,000 | |||
Goodwill recognised as of acquisition date | 75,600,000 | |||
Identifiable intangible assets recognised as of acquisition date | 24,500,000 | |||
Property, plant and equipment recognised as of acquisition date | 8,900,000 | |||
Current assets recognised as of acquisition date | 200,000 | |||
Inventory recognised as of acquisition date | 11,500,000 | |||
Assets | 45,100,000 | |||
Current liabilities recognised as of acquisition date | 300,000 | |||
Non-current liabilities recognised as of acquisition date | 6,800,000 | |||
Deferred tax liabilities recognised as of acquisition date | 1,600,000 | |||
Liabilities | 8,700,000 | |||
Identifiable assets acquired (liabilities assumed) | 36,400,000 | |||
Findus Switzerland | Increase (decrease) due to corrections of prior period errors [member] | ||||
Disclosure of detailed information about business combination [line items] | ||||
Consideration transferred | 800,000 | |||
Goodwill recognised as of acquisition date | (35,500,000) | |||
Identifiable intangible assets recognised as of acquisition date | 41,600,000 | |||
Property, plant and equipment recognised as of acquisition date | 0 | |||
Current assets recognised as of acquisition date | 0 | |||
Inventory recognised as of acquisition date | 1,100,000 | |||
Assets | 42,700,000 | |||
Current liabilities recognised as of acquisition date | 0 | |||
Non-current liabilities recognised as of acquisition date | 0 | |||
Deferred tax liabilities recognised as of acquisition date | 6,400,000 | |||
Liabilities | 6,400,000 | |||
Identifiable assets acquired (liabilities assumed) | € 36,300,000 | |||
Fortenova Group | ||||
Disclosure of detailed information about business combination [line items] | ||||
Contingent consideration recognised as of acquisition date | € 615 |
Acquisitions (Details)_2
Acquisitions (Details) - EUR (€) € in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Disclosure of reclassifications or changes in presentation [line items] | ||
Goodwill | € 1,903.4 | € 1,902.5 |
Intangibles | 2,150.1 | 2,155.7 |
Inventories | 310.5 | 344.3 |
Deferred tax liabilities | (427.3) | (427.1) |
Trade and other payables | (628.6) | (647.2) |
Other assets | (1,202.1) | |
Assets (liabilities) | € 2,183.4 | 2,126.1 |
Previously stated [member] | ||
Disclosure of reclassifications or changes in presentation [line items] | ||
Goodwill | 1,938 | |
Intangibles | 2,114.1 | |
Inventories | 343.2 | |
Deferred tax liabilities | (420.7) | |
Trade and other payables | (646.4) | |
Other assets | (1,202.1) | |
Assets (liabilities) | 2,126.1 | |
Increase (decrease) due to corrections of prior period errors [member] | ||
Disclosure of reclassifications or changes in presentation [line items] | ||
Goodwill | (35.5) | |
Intangibles | 41.6 | |
Inventories | 1.1 | |
Deferred tax liabilities | 6.4 | |
Trade and other payables | 0.8 | |
Other assets | 0 | |
Assets (liabilities) | € 0 |
Segment reporting - Segment as
Segment reporting - Segment as Adjusted EBITDA (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disclosure of operating segments [line items] | ||
Profit | € 49.3 | € 47.4 |
Taxation | 14.4 | 17.4 |
Net financing costs | 40.3 | 12 |
Depreciation and amortisation expense | 16.8 | 17.8 |
EBITDA | 120.8 | 94.6 |
Exceptional items | 10.8 | 20.6 |
Material reconciling items | ||
Disclosure of operating segments [line items] | ||
Business Combination, Purchase Price Adjustment, Inventory Step Up | 2.3 | 0 |
Exceptional items | 10.8 | 20.6 |
Other add-backs | 3.6 | 4.7 |
Adjusted EBITDA | € 137.5 | € 119.9 |
Segment reporting - Additional
Segment reporting - Additional Information (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Segments [Abstract] | ||
Adjustments for share based payments including employer tax | € 0.6 | € 3.9 |
Acquisition related costs | € 3 | € 0.8 |
Segment reporting - Geographica
Segment reporting - Geographical information (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disclosure of geographical areas [line items] | ||
Revenue | € 707.4 | € 682.9 |
United Kingdom | ||
Disclosure of geographical areas [line items] | ||
Revenue | 195.4 | 202.4 |
Italy | ||
Disclosure of geographical areas [line items] | ||
Revenue | 127.7 | 125.8 |
Germany | ||
Disclosure of geographical areas [line items] | ||
Revenue | 114.5 | 111.2 |
Sweden | ||
Disclosure of geographical areas [line items] | ||
Revenue | 39.8 | 44.5 |
France | ||
Disclosure of geographical areas [line items] | ||
Revenue | 51.7 | 52.1 |
Austria | ||
Disclosure of geographical areas [line items] | ||
Revenue | 31.5 | 31 |
Norway | ||
Disclosure of geographical areas [line items] | ||
Revenue | 38.3 | 34.8 |
Spain | ||
Disclosure of geographical areas [line items] | ||
Revenue | 18.6 | 23.7 |
Rest of Europe | ||
Disclosure of geographical areas [line items] | ||
Revenue | € 89.9 | € 57.4 |
Exceptional Items - Schedule (D
Exceptional Items - Schedule (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Analysis of income and expense [abstract] | ||
Business Transformation program | € 1 | € 0 |
Findus Switzerland Integration Costs | 0.8 | 0 |
Release of indemnification assets | 5 | 17.8 |
Brexit Costs - Exceptional Items | 3.2 | 0.2 |
Goodfella's Pizza & Aunt Bessie's integration costs | 0 | 2 |
Factory optimization | 0.8 | 0.6 |
Exceptional items | € 10.8 | € 20.6 |
Exceptional items - Additional
Exceptional items - Additional Information (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Analysis of income and expense [abstract] | ||
Business Transformation program | € 1 | € 0 |
Brexit Costs - Exceptional Items | 3.2 | 0.2 |
Goodfella's Pizza & Aunt Bessie's integration costs | 0 | 2 |
Factory optimization | 0.8 | 0.6 |
Exceptional Items, Tax Expense (Income), Continuing Operations | (1.2) | (0.5) |
Cash flows relating to exceptional items | € (9.7) | € (4.7) |
Finance income and costs (Detai
Finance income and costs (Details) - EUR (€) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Analysis of income and expense [abstract] | ||
Interest income | € 0 | € 300,000 |
Net foreign exchange gains on translation of financial assets and liabilities | 0 | 5,400,000 |
Total finance income | 0 | 5,700,000 |
Interest expense | (13,400,000) | (14,600,000) |
Impairment loss recognised in profit or loss, loans and advances | (12,400,000) | 0 |
Net Foreign Exchange Losses On Financial Assets And Liabilities | (11,600,000) | 0 |
Net pension interest costs | (400,000) | (700,000) |
Amortization of borrowing costs | (500,000) | (500,000) |
Net fair value losses on derivatives held for trading | (2,000,000) | (1,900,000) |
Total finance costs | (40,300,000) | (17,700,000) |
Net financing costs | € 40,300,000 | € 12,000,000 |
Taxation (Details)
Taxation (Details) - EUR (€) € in Millions | 3 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Taxes [Abstract] | |||
Tax expense | € 14.4 | € 17.4 | |
Applicable tax rate | 2500.00% | 1900.00% |
Earnings per share - Computatio
Earnings per share - Computation (Details) - EUR (€) € / shares in Units, € in Millions, shares in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Basic earnings per share | ||
Profit for the period attributable to owners of the parent | € 49.3 | € 47.5 |
Weighted average Ordinary Shares and Founder Preferred Shares (basic) (in shares) | 177.8 | 203 |
Basic earnings per share (in euros per share) | € 0.28 | € 0.23 |
Diluted earnings per share | ||
Profit for the period attributable to owners of the parent | € 49.3 | € 47.5 |
Weighted average Ordinary Shares and Founder Preferred Shares (diluted) (in shares) | 177.8 | 203 |
Diluted earnings per share (in euros per share) | € 0.28 | € 0.23 |
Earnings per share - Additional
Earnings per share - Additional Information (Details) | Jun. 14, 2019 | Mar. 31, 2021shares | Dec. 31, 2020 |
Earnings per share [line items] | |||
Preference shares, dividend payment terms, weighted average share price, minimum term required | 10 days | 10 days | |
January 1, 2018 | |||
Earnings per share [line items] | |||
Dilutive effect of restricted share awards on number of ordinary shares (in shares) | 25,655 | ||
Non-Executive Director | |||
Earnings per share [line items] | |||
Number of other equity instruments exercised or vested in share-based payment arrangement | 32,140 | ||
Key management personnel of entity or parent | |||
Earnings per share [line items] | |||
Number of other equity instruments exercised or vested in share-based payment arrangement | 32,140 |
Indemnification assets (Details
Indemnification assets (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Business Combinations1 [Abstract] | ||
Beginning balance | € 15.4 | |
Release of indemnified provision | (5) | € (17.8) |
Ending balance | € 10.4 |
Indemnification assets - Additi
Indemnification assets - Additional Information (Details) | 3 Months Ended | ||||
Mar. 31, 2021EUR (€)€ / sharesshares | Mar. 31, 2020EUR (€) | Mar. 31, 2021$ / shares | Dec. 31, 2020EUR (€)€ / sharesshares | Dec. 31, 2020$ / shares | |
Disclosure of detailed information about business combination [line items] | |||||
Release of indemnified provision | € (5,000,000) | € (17,800,000) | |||
Findus | |||||
Disclosure of detailed information about business combination [line items] | |||||
Indemnification assets recognised as of acquisition date | € 7,000,000 | € 12,000,000 | |||
Shares held in escrow as a result of indemnification asset (in shares) | shares | 342,190 | 618,099 | |||
Value of shares held in escrow as a result of indemnification asset (price per share) | (per share) | € 23.39 | $ 27.46 | € 20.69 | $ 25.42 | |
Release of indemnified provision | € (5,000,000) | ||||
Contingent Consideration Arrangements And Indemnification Assets Recognised as of Acquisition Date, shares released from escrow | shares | 275,909 | ||||
Goodfella's Pizza | |||||
Disclosure of detailed information about business combination [line items] | |||||
Contingent consideration arrangements and indemnification assets recognised as of acquisition date, acquisitions | € 3,400,000 | € 3,400,000 |
Financial instruments - Categor
Financial instruments - Categories of financial instruments (Details) - EUR (€) € in Millions | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||
Financial assets at amortized cost | € 453.6 | € 393.2 | € 802.6 | € 824.8 |
Financial assets at amortised cost | 609.5 | 534.4 | ||
Financial assets at fair value through profit or loss | 4.8 | 25 | ||
Financial liabilities at amortised cost | (2,368.4) | (2,366.8) | ||
Financial assets (liabilities) at fair value through profit or loss | 3.5 | 2.7 | ||
Financial assets (liabilities) at fair value through other comprehensive income | (76.5) | (105) | ||
Total | (1,827.1) | (1,909.7) | ||
Derivative financial instruments | ||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||
Financial liabilities at fair value through profit or loss | 0 | (0.2) | ||
Financial liabilities at fair value through other comprehensive income | (80.9) | (124.8) | ||
Financial liabilities at amortised cost | 0 | 0 | ||
Financial liabilities | (80.9) | (125) | ||
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 | (569.7) | (601.1) | ||
Financial liabilities | (569.7) | (601.1) | ||
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 | (1,798.7) | (1,765.7) | ||
Financial liabilities | (1,798.7) | (1,765.7) | ||
Derivative financial instruments | ||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||
Financial assets at fair value through profit or loss | 3.5 | 2.9 | ||
Derivative financial assets held for hedging | 4.4 | 19.8 | ||
Financial assets | 7.9 | 22.7 | ||
Trade receivables | ||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||
Financial assets at amortised cost | 155.9 | 141.2 | ||
Financial assets | 155.9 | 141.2 | ||
Cash and cash equivalents | ||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||
Financial assets at amortised cost | 453.6 | 393.2 | ||
Financial assets | 453.6 | 393.2 | ||
Short-term investments [Member] | ||||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||||
Financial assets at fair value through profit or loss | € 4.8 | 25 | ||
Financial assets | € 25 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) € in Millions, £ in Millions, $ in Millions | 3 Months Ended | ||||
Mar. 31, 2021EUR (€) | Mar. 31, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2021GBP (£) | Dec. 31, 2020EUR (€) | |
Disclosure of detailed information about borrowings [line items] | |||||
Contract liabilities | € 244.5 | € 200.5 | |||
Recognised assets representing continuing involvement in derecognised financial assets | 0 | 0 | |||
Derivatives | Swap contract | |||||
Disclosure of detailed information about borrowings [line items] | |||||
Notional amount | 306.6 | £ 258.1 | |||
Derivatives | Swap contract | Hedges of net investment in foreign operations | |||||
Disclosure of detailed information about borrowings [line items] | |||||
Notional amount | £ | £ 220.2 | ||||
Derivatives | Swap contract | Cash flow hedges | |||||
Disclosure of detailed information about borrowings [line items] | |||||
Notional amount | 836.5 | ||||
Liability relating to IFRS 16 | |||||
Disclosure of detailed information about borrowings [line items] | |||||
Lease liabilities | 67.8 | € 70.4 | |||
Senior EURO Debt | |||||
Disclosure of detailed information about borrowings [line items] | |||||
Notional amount | 553.2 | ||||
Senior USD Debt | |||||
Disclosure of detailed information about borrowings [line items] | |||||
Notional amount | 788.7 | $ 926 | |||
Repayments of non-current borrowings | 8.2 | $ 9.6 | |||
Revolving Credit Facility | |||||
Disclosure of detailed information about borrowings [line items] | |||||
Line of credit facility, maximum borrowing capacity | 80 | ||||
2024 fixed rate senior secured notes | |||||
Disclosure of detailed information about borrowings [line items] | |||||
Notional amount | € 400 | ||||
Interest rate | 3.25% | 3.25% | 3.25% |
Financial Instruments - Interes
Financial Instruments - Interest bearing loans and borrowings (Details) - Loans and Borrowings - EUR (€) € in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||
Fair value | € 1,740.1 | € 1,706.4 |
Carrying value | 1,724.5 | 1,688.4 |
Deferred borrowing costs | ||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||
Fair value | 0 | 0 |
Carrying value | (6.4) | (6.9) |
Senior EUR/USD loans | ||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||
Carrying value | 1,330.8 | 1,295.1 |
Senior EUR/USD loans | Level 2 | ||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||
Fair value | 1,335.2 | 1,300.4 |
Other borrowings [Domain] | ||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||
Fair value | 0.1 | 0.2 |
Carrying value | 0.1 | 0.2 |
2024 fixed rate senior secured notes | ||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||
Carrying value | 400 | 400 |
2024 fixed rate senior secured notes | Level 1 | ||
Disclosure Of Financial Assets And Liabilities [Table] [Line Items] | ||
Fair value | € 404.8 | € 405.8 |
Provisions - Schedule (Details)
Provisions - Schedule (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Disclosure of other provisions [line items] | ||
Other provisions at beginning of period | € 51.8 | |
Additional provision in the period | 1 | |
Release of provision | (0.6) | |
Utilization of provision | (10.3) | |
Foreign exchange | 0.6 | |
Other provisions at end of period | 42.5 | |
Current | 36.4 | € 45.7 |
Non-current | 6.1 | 6.1 |
Provisions | 42.5 | € 51.8 |
Restructuring | ||
Disclosure of other provisions [line items] | ||
Other provisions at beginning of period | 12.9 | |
Additional provision in the period | 0.4 | |
Release of provision | 0 | |
Utilization of provision | (6) | |
Foreign exchange | 0 | |
Other provisions at end of period | 7.3 | |
Provisions related to other taxes | ||
Disclosure of other provisions [line items] | ||
Other provisions at beginning of period | 6.6 | |
Additional provision in the period | 0 | |
Release of provision | 0 | |
Utilization of provision | 0 | |
Foreign exchange | 0 | |
Other provisions at end of period | 6.6 | |
Other | ||
Disclosure of other provisions [line items] | ||
Other provisions at beginning of period | 32.3 | |
Additional provision in the period | 0.6 | |
Release of provision | (0.6) | |
Utilization of provision | (4.3) | |
Foreign exchange | 0.6 | |
Other provisions at end of period | € 28.6 |
Provisions - Additional Informa
Provisions - Additional Information (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Disclosure of other provisions [line items] | ||
Other provisions | € 42.5 | € 51.8 |
Provision used, other provisions | 10.3 | |
Restructuring | ||
Disclosure of other provisions [line items] | ||
Other provisions | € 7.3 | 12.9 |
Estimated completion of activities | 15 months | |
Provision used, other provisions | € 6 | |
Provision for employer taxes on share based payments | ||
Disclosure of other provisions [line items] | ||
Other provisions | 3.1 | € 6.6 |
Provision used, other provisions | € 4.2 |
Employee Benefits (Details)
Employee Benefits (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Employee Benefits [Abstract] | ||
Net defined benefit liability (asset) at beginning of period | € 276.2 | |
Service cost | 2.3 | |
Net interest expense | 0.4 | |
Actuarial gains on pension scheme valuations | (24.2) | |
Benefits paid | (1.4) | |
Foreign exchange differences on translation | (1.3) | |
Net defined benefit liability (asset) at end of period | € 252 | |
Germany | ||
Disclosure of defined benefit plans [line items] | ||
Actuarial assumption of discount rates | 1.00% | 0.55% |
Share based compensation rese_3
Share based compensation reserve - Director and Senior Management Share Awards (Details) - Restricted shares - shares | 1 Months Ended | 3 Months Ended |
Sep. 30, 2019 | Mar. 31, 2021 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Number of other equity instruments outstanding (in shares) at beginning of period | 3,178,400 | |
Awards vested and issued in period (in shares) | (1,861,826) | |
Number of other equity instruments outstanding (in shares) at end of period | 1,316,574 | |
Management Award 2019 | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
New awards granted in the period (in shares) | 173,293 | |
New awards granted in the period (in shares) | 173,293 | |
January 1, 2016 | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Number of other equity instruments outstanding (in shares) at beginning of period | 1,041,953 | |
Awards vested and issued in period (in shares) | (1,041,953) | |
Number of other equity instruments outstanding (in shares) at end of period | 0 | |
January 1, 2017 | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Number of other equity instruments outstanding (in shares) at beginning of period | 819,873 | |
Awards vested and issued in period (in shares) | (819,873) | |
Number of other equity instruments outstanding (in shares) at end of period | 0 | |
January 1, 2018 | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Number of other equity instruments outstanding (in shares) at beginning of period | 446,575 | |
Awards vested and issued in period (in shares) | 0 | |
Number of other equity instruments outstanding (in shares) at end of period | 446,575 | |
January 1, 2019 | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Number of other equity instruments outstanding (in shares) at beginning of period | 159,561 | |
Awards vested and issued in period (in shares) | 0 | |
Number of other equity instruments outstanding (in shares) at end of period | 159,561 | |
January 1, 2020 | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Number of other equity instruments outstanding (in shares) at beginning of period | 710,438 | |
Awards vested and issued in period (in shares) | 0 | |
Number of other equity instruments outstanding (in shares) at end of period | 710,438 |
Share based compensation rese_4
Share based compensation reserve - Director and Senior Management Share Awards (Narrative) (Details) $ / shares in Units, € in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | ||||||||||||
Feb. 28, 2021shares | Jan. 31, 2021shares | Sep. 30, 2019shares | Mar. 31, 2021EUR (€)shares | Mar. 31, 2020EUR (€) | Feb. 01, 2021$ / shares | Jan. 01, 2021$ / shares | Jan. 31, 2020 | Jan. 01, 2020EUR (€) | Jan. 01, 2020USD ($) | Jan. 01, 2019EUR (€) | Jan. 01, 2019USD ($) | Jan. 01, 2018EUR (€) | Jan. 01, 2018USD ($) | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||||
Key management personnel compensation | € | € 0.4 | € 2.9 | ||||||||||||
Weighted average fair value at measurement date, other equity instruments granted | € 4.3 | $ 4.8 | € 1.2 | $ 1.4 | € 1.3 | $ 1.6 | ||||||||
Restricted shares | ||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||||
Number of other equity instruments exercised or vested in share-based payment arrangement (in shares) | 1,861,826 | |||||||||||||
Restricted shares | Management Award 2019 | ||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||||
Award vesting period | 3 years | |||||||||||||
New awards granted in the period (in shares) | 173,293 | |||||||||||||
Restricted shares | Management Award 2020 | ||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||||
Award vesting period | 3 years | |||||||||||||
Number of other equity instruments exercised or vested in share-based payment arrangement (in shares) | 761,979 | |||||||||||||
EBITDA and cumulative net sales tranches as percent of total award | 37.50% | |||||||||||||
Share price tranche as percent of total award | 25.00% | |||||||||||||
Restricted shares | Management Award 2016 | ||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||||
Number of other equity instruments exercised or vested in share-based payment arrangement (in shares) | 1,041,953 | |||||||||||||
Liabilities from share-based payment transactions (in shares) | 454,320 | |||||||||||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 25.42 | |||||||||||||
Restricted shares | Management Award 2016 | Ordinary shares | ||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||||
Number of other equity instruments exercised or vested in share-based payment arrangement (in shares) | 587,633 | |||||||||||||
Restricted shares | Management Award 2017 [Member] | ||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||||
Number of other equity instruments exercised or vested in share-based payment arrangement (in shares) | 451,719 | 368,154 | ||||||||||||
Liabilities from share-based payment transactions (in shares) | 180,268 | 150,926 | ||||||||||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 25.89 | $ 25.42 | ||||||||||||
Restricted shares | Management Award 2017 [Member] | Ordinary shares | ||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||||
Number of other equity instruments exercised or vested in share-based payment arrangement (in shares) | 271,451 | 217,228 | ||||||||||||
Restricted shares | January 1, 2016 | ||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||||
Number of other equity instruments exercised or vested in share-based payment arrangement (in shares) | 1,041,953 | |||||||||||||
Restricted shares | January 1, 2017 | ||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||||
Number of other equity instruments exercised or vested in share-based payment arrangement (in shares) | 819,873 | |||||||||||||
Restricted shares | January 1, 2018 | ||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||||
Number of other equity instruments exercised or vested in share-based payment arrangement (in shares) | 0 | |||||||||||||
Restricted shares | Key management personnel of entity or parent | Share-based Compensation Award, Tranche Two | January 1, 2016 | ||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||||
Award vesting period | 3 years | |||||||||||||
Restricted shares | Key management personnel of entity or parent | Share-based Compensation Award, Tranche Two | January 1, 2017 | ||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||||
Award vesting period | 2 years | |||||||||||||
Restricted shares | Key management personnel of entity or parent | Share-based Compensation Award, Tranche Two | January 1, 2018 | ||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||||
Award vesting period | 3 years | |||||||||||||
Restricted shares | Key management personnel of entity or parent | Share-based Compensation Award, Tranche Two | ||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||||
Award vesting rights, percentage | 50.00% | |||||||||||||
Restricted shares | Key management personnel of entity or parent | Share-based Compensation Award, Tranche One | January 1, 2016 | ||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||||
Award vesting period | 2 years | |||||||||||||
Restricted shares | Key management personnel of entity or parent | Share-based Compensation Award, Tranche One | January 1, 2017 | ||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||||
Award vesting period | 2 years | |||||||||||||
Restricted shares | Key management personnel of entity or parent | Share-based Compensation Award, Tranche One | January 1, 2018 | ||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||||
Award vesting period | 2 years | |||||||||||||
LTIP vesting | ||||||||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||||||||||
Award vesting rights, percentage | 50.00% |
Share based compensation rese_5
Share based compensation reserve - Valuation Assumptions (Details) - Restricted shares | 3 Months Ended |
Mar. 31, 2021$ / shares | |
January 1, 2018 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Grant date price | $ 16.72 |
Exercise price | $ 0 |
Expected volatility of the share price | 22.70% |
Dividend yield expected | 0.00% |
Risk free rate | 2.55% |
Employee exit rate | 14.00% |
EBITDA Performance Target Conditions | 35.00% |
January 1, 2018 | Bottom of range | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Expected life of restricted share | 1 year 6 months |
January 1, 2018 | Top of range | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Expected life of restricted share | 4 years |
January 1, 2019 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Grant date price | $ 20.15 |
Exercise price | $ 0 |
Expected life of restricted share | 4 years |
Expected volatility of the share price | 24.00% |
Dividend yield expected | 0.00% |
Risk free rate | 1.33% |
Employee exit rate | 14.00% |
EBITDA Performance Target Conditions | 35.00% |
January 1, 2020 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Grant date price | $ 22.37 |
Exercise price | $ 0 |
Expected life of restricted share | 4 years |
Expected volatility of the share price | 24.40% |
Dividend yield expected | 0.00% |
Risk free rate | 1.70% |
Employee exit rate | 27.30% |
EBITDA Performance Target Conditions | 35.00% |
Share based compensation rese_6
Share based compensation reserve - Non-Executive Director Restricted Share Awards (Details) $ / shares in Units, € in Millions | Jun. 14, 2019 | Mar. 31, 2021USD ($)shares | Mar. 31, 2021EUR (€)shares | Mar. 31, 2020EUR (€) | Jun. 17, 2020$ / shares |
Non-Executive Director | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Number of other equity instruments exercised or vested in share-based payment arrangement (in shares) | 32,140 | ||||
Restricted shares | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Number of other equity instruments exercised or vested in share-based payment arrangement (in shares) | shares | 1,861,826 | 1,861,826 | |||
Restricted shares | Non-Executive Director | |||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||
Other equity instruments granted in share-based payment arrangement, per director | $ | $ 100,000 | ||||
Expense from share-based payment transactions with employees | € | € 0.1 | € 0.1 | |||
Shares issued, price per share (in dollars per share) | $ / shares | $ 21.78 |
Share based compensation rese_7
Share based compensation reserve - Reserve Summary (Details) - EUR (€) € in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Reserve of share-based payments | € 8.3 | |
Share based payment charge | € 3 | |
Reserve of share-based payments | 3.3 | |
Share based compensation reserve | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Reserve of share-based payments | 8.3 | |
Reserve of share-based payments | 3.3 | |
Share based compensation reserve | Non-Executive Director | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Share based payment charge | 0.1 | |
Share based compensation reserve | Key Management Personnel Of Entity Or Parent, Reclassification to tax liability | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Share based payment charge | (5.4) | |
Share based compensation reserve | Management Award 2016 | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Directors and Senior Management share awards charge - January 1, 2018 | (0.1) | |
Share based compensation reserve | January 1, 2018 | Key management personnel of entity or parent | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Share based payment charge | 0.1 | |
Share based compensation reserve | January 1, 2019 | Key management personnel of entity or parent | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Share based payment charge | 0.1 | |
Share based compensation reserve | January 1, 2020 | Key management personnel of entity or parent | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Share based payment charge | € 0.2 |
Share Capital and Capital res_3
Share Capital and Capital reserve - Narrative (Details) $ / shares in Units, € in Millions, $ in Millions | Feb. 02, 2020 | Jan. 02, 2020shares | Jan. 02, 2019 | Mar. 31, 2021EUR (€) | Mar. 31, 2021USD ($) | Dec. 31, 2020EUR (€)$ / shares | Dec. 31, 2019$ / shares | Mar. 31, 2021$ / shares | Mar. 30, 2021EUR (€) | Jan. 01, 2021EUR (€) | Dec. 31, 2020$ / shares |
Disclosure of classes of share capital [line items] | |||||||||||
Percentage increase in dividend price | 20.00% | 20.00% | 20.00% | ||||||||
Dividends recognised as distributions to owners per share (in dollars per share) | $ 27.2965 | $ 25.2127 | |||||||||
Preference shares, dividend payment terms, weighted average share price, minimum term required | 10 days | 10 days | 10 days | ||||||||
Share repurchase programme | $ | $ 300 | ||||||||||
Proceeds from sale or issue of treasury shares | € 10.5 | $ 12.8 | |||||||||
Other reserves | € | 16.9 | $ 24.5 | € (12.6) | € 21.7 | |||||||
Reserve of change in value of forward elements of forward contracts | € | € (4.3) | $ 0 | € 4.4 | ||||||||
Ordinary shares | Issued Capital and Capital Reserve | |||||||||||
Disclosure of classes of share capital [line items] | |||||||||||
Par value per share (in usd per share) | $ 10 | $ 10 | |||||||||
Ordinary shares | Founder Entities | |||||||||||
Disclosure of classes of share capital [line items] | |||||||||||
Founder preferred shares annual dividend amount (in shares) | shares | 3,875,036 | ||||||||||
Founder Preferred shares | Issued Capital and Capital Reserve | |||||||||||
Disclosure of classes of share capital [line items] | |||||||||||
Par value per share (in usd per share) | $ 10 | $ 10 |
Share Capital and Capital res_4
Share Capital and Capital reserve - Schedule (Details) - EUR (€) € in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Disclosure of classes of share capital [line items] | ||
Total share capital and capital reserve | € 1,689.6 | € 1,647.5 |
Listing and share transaction costs | 0 | (27) |
Total net share capital and capital reserve | 1,689.6 | 1,620.5 |
Ordinary shares | ||
Disclosure of classes of share capital [line items] | ||
Total share capital and capital reserve | 1,679 | 1,636.9 |
Founder Preferred shares | ||
Disclosure of classes of share capital [line items] | ||
Total share capital and capital reserve | € 10.6 | € 10.6 |
Issued Capital and Capital Reserve | Ordinary shares | ||
Disclosure of classes of share capital [line items] | ||
Issued and fully paid (in shares) | 176,624,849 | 172,180,897 |
Issued Capital and Capital Reserve | Founder Preferred shares | ||
Disclosure of classes of share capital [line items] | ||
Issued and fully paid (in shares) | 1,500,000 | 1,500,000 |
Related parties (Details)
Related parties (Details) - EUR (€) € in Millions | Jan. 02, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
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) | 3,875,036 | ||
Mariposa Capital and TOMS Capital | Affiliate of Founder Entities | |||
Disclosure of transactions between related parties [line items] | |||
Fees and expenses | € 0.4 | € 0.5 |
Uncategorized Items - nomd-2021
Label | Element | Value |
Treasury shares [member] | ||
Increase (decrease) in number of shares outstanding | ifrs-full_IncreaseDecreaseInNumberOfSharesOutstanding | (507,396) |
Fortenova Group [Member] | ||
Restricted cash and cash equivalents | ifrs-full_RestrictedCashAndCashEquivalents | € 25.8 |