UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
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| o | Registration Statement Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 |
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| ☒ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 20212022 |
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| ☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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| o | Shell Company Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission file number 001-37669
Nomad Foods Limited
(Exact Name of Registrant as Specified in Its Charter)
British Virgin Islands
(Jurisdiction of Incorporation or Organization)
No. 1 New Square
Bedfont Lakes Business Park
Feltham, Middlesex TW14 8HA, United Kingdom
(Address of Principal Executive Offices)
Samy Zekhout
No. 1 New Square
Bedfont Lakes Business Park
Feltham, Middlesex TW14 8HA
Telephone:+(44) 208 918 3200
Facsimile:+(44) 208 918 3491
(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of Each Class | Trading Symbol (s) | Name of Each Exchange on which Registered |
| Ordinary Shares, no par value | NOMD | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Preferred Shares, no par valueNone
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 173,559,173172,550,253 Ordinary Shares and 1,500,000 Preferred Shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes o No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. o Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, accelerated filer, and emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer x Accelerated filer o Non-accelerated filer o Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. o
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in
the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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U.S. GAAPo | | | | International Financial Reporting Standards as Issued by the International Accounting Standards Boardx | | | | Othero |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. o Item 17 o Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes x No
TABLE OF CONTENTS
TERMS USED IN THIS REPORT
Unless the context otherwise requires, in this annual report, the term(s) “we,” “us,” “our,” “Company,” “Nomad” and “our business” refer to Nomad Foods Limited (formerly known as Nomad Holdings Limited) and its consolidated subsidiaries.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
In this annual report, references to “Euro” and “€” are to the single currency adopted by participating member states of the European Union ("EU") relating to Economic and Monetary Union, references to “$”, “US$” and “U.S. Dollars” are to the lawful currency of the United States of America, and references to “Pound Sterling”, “Sterling” and “£” are to the lawful currency of the United Kingdom ("UK").
The historical financial information for the Company has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS IASB”) and International Financial Reporting Standards as endorsedadopted by the European Union (together with IFRS IASB, “IFRS”) which can differ in certain significant respects from U.S. GAAP.
Unless otherwise noted, all financial information for the Company provided in this annual report is denominated in Euros.
Historical Financial Information
This annual report includes our consolidated financial statements at and as of the years ended December 31, 2022 (the “Fiscal 2022 Period”), December 31, 2021 (the “Fiscal 2021 Period”), and December 31, 2020 (the “Fiscal 2020 Period”) and December 31, 2019 (the “Fiscal 2019 Period”).
Non-IFRS Financial Measures
In this annual report, we present certain supplemental financial measures that are not recognized by IFRS. These financial measures are unaudited and have not been prepared in accordance with IFRS, SEC requirements or the accounting standards of any other jurisdiction. The non-IFRS financial measures used in this annual report are Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA and Adjusted EBITDA margin. For additional information on why we present non-IFRS financial measures, the limitations associated with using non-IFRS financial measures and reconciliations of our non-IFRS financial measures to the most comparable applicable IFRS measure, see Item 5: Operating and Financial Review and Prospects.
INDUSTRY AND MARKET DATA
We obtained the industry, market and competitive position data throughout this annual report from our own internal estimates and research as well as from industry and general publications and research, surveys and studies conducted by Euromonitor. Industry surveys and publications generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of the information contained in industry publications is not guaranteed. While we believe that each of these studies and publications is reliable, we have not independently verified market and industry data from third-party sources. While we believe our internal company research is reliable and the definitions of our market and industry are appropriate, neither this research nor these definitions have been verified by any independent source. Further, while we believe the market opportunity information included in this annual report is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in Item 3D: Key Information - Risk Factors. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. See Cautionary Note Regarding Forward-Looking Statements.
Market share data presented throughout this annual report is measured by retail sales value. The frozen food market data we refer to throughout this annual report includes the following categories: Frozen Processed Meat, Frozen Processed Seafood, Frozen Meat Substitutes, Frozen Pizza, Frozen Ready Meals, Frozen Noodles, Frozen Soup, Frozen Potatoes, Frozen Baked Goods, Processed Frozen Vegetables and Ice Cream.
TRADEMARKS
We operate under a number of trademarks, including, among others, “Birds Eye”, "Findus", “iglo,” “Ledo” and “Frikom”, all of which are registered under applicable intellectual property laws. This annual report contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this annual report may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements in this annual report constitute forward-looking statements that do not directly or exclusively relate to historical facts. You should not place undue reliance on such statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. Forward-looking statements included in this annual report include statements regarding:
•our beliefs and intentions regarding our strategic initiatives and their impact on the growth and
profitability of our business;
•our intent to profitably grow our business through our strategic initiatives;
•our intent to seek additional acquisition opportunities in food products and our expectation regarding competition for acquisitions;
•our beliefs regarding the impact of the exit by the UK from the EU ("Brexit") on our business;
•our expectations concerning our ability to fund our liquidity requirements and to raise cash through equity and debt offerings;
•our expectations concerning our capital expenditures in 2022;2023;
•our beliefs regarding our sales, marketing and advertising strategies, competitive strengths and ability to successfully compete in the markets in which we participate;
•our expectations concerning consumer demand for our products, our future growth opportunities, market share and sales channels, including online channels;
•our beliefs and intentions regarding the impact of key industry trends on our business, our actions in response to such trends and the resulting impact on our profitability and competitive position;
•our future operating and financial performance;
•our intent to settle any Founder Preferred Shares Annual Dividend Amount (as defined herein) with equity;
•our belief that we have sufficient spare capacity to accommodate future growth in our main product categories and to accommodate the seasonal nature of some of our products;
•our beliefs and intentions regarding our sustainability program;
•the anticipated benefits of diversifying our sources of sustainable food products and reduced exposure to Russia;
•our intent to rely on some of the available foreign private issuer exemptions to the New York Stock Exchange (the “NYSE”) corporate governance rules; and
•the accuracy of our estimates and key judgments regarding certain tax matters and accounting valuations.
The forward-looking statements contained in this annual report are based on assumptions that we have made in light of our management’s experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the circumstances. As you read and consider this annual report, you should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in these forward-looking statements.
These factors include but are not limited to:
•the long-term impact of the COVID-19 pandemic on our business, suppliers, co-manufacturers, distributors, transportation or logistics providers, customers, consumers and employees;
•disruptions or inefficiencies in our operations or supply chain, including as a result of the COVID-19 pandemic, and our ability to maintain the health and safety of our workforce;
•the duration, spread and intensity of the COVID-19 pandemic and related government restrictions and other government responses;
•our ability to successfully implement our strategies and strategic initiatives and recognize the anticipated benefits of such strategic initiatives;
•the anticipated benefits from our recent acquisitions including the Fortenova Group's Frozen Food Business Group (the "Fortenova Acquisition") and Findus Switzerland business may take longer to realize and may cost more to achieve than expected, particularly since the Fortenova Acquisition represents entry into a new product category and new geographies;
•uncertainty about the potential adverse impact of Brexit on currency exchange rates, global economic conditions and cross-border agreements that affect our business;
•the loss of any of our executive officers or members of our senior management team or other key employees;
•the loss of any of our major customers or a decrease in demand for our products;
•changes in consumer preferences and our failure to anticipate and respond to such changes or to successfully develop and renovate products;
•our ability to successfully interpret and respond to key industry trends and to realize the expected benefits of our responsive actions;
•our ability to protect our brand names and trademarks;
•the commercial success of our Green Cuisine brand of products, including as a result of its expansion into continental Europe, and other innovations introduced to the markets, and other innovations introduced to the markets and our ability to accurately forecast the brand’s performance in light of COVID-19;performance;
•our ability to effectively compete in our markets, including the ability of our Green Cuisine brand to effectively penetrate the markets in continental Europe;
•our ability to commercialize sustainability and accelerate our presence in discounter stores;
•economic conditions that may affect our future performance including increases in inflation and exchange rate fluctuations;
•fluctuations in the availability of food ingredients and packaging materials that we use in our products;
•our ability to effectively mitigate factors that negatively impact our supply of raw materials;
•disruptions in our information technology systems, whether as a result of cyber attack or otherwise, supply network, manufacturing and distribution facilities or our workforce or the workforce of our suppliers;
•our ability to continue to comply with covenants and the terms of our credit instruments and our ability to obtain additional financing, as needed, to fund our liquidity requirements and capital expenditures;
•availability of debt and equity financing under favorable terms;
•increases in operating costs, including labor costs, and our ability to manage our cost structure;
•the occurrence of liabilities not covered by our insurance;
•our ability to successfully implement, and engage other stakeholders in implementing, our sustainability program;
•our ability to successfully diversify;
•the loss of our financial arrangements with respect to receivables factoring;
•the loss of our foreign private issuer status;
•the effects of reputational damage from unsafe or poor-quality food products, particularly if such issues involve products we manufactured or distributed;
•our failure to comply with, and liabilities related to, environmental, health and safety laws and regulations; and
•changes in applicable laws or regulations.
These and other factors are more fully discussed in Item 3D: Key Information - Risk Factors and elsewhere in this annual report. These risks could cause actual results to differ materially from those implied by forward-looking statements in this annual report.
All information contained in this annual report is materially accurate and complete as of the date of this annual report. You should keep in mind, however, that any forward-looking statement made by us in this annual report, or elsewhere, speaks only as of the date on which we make it. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. We do not undertake any obligation to update or revise any forward-looking statements after the date of this annual report, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in this annual report or elsewhere might not occur.
PART I
Item 1: Identity of Directors, Senior Management and Advisers
A. Directors and Senior Management
Not applicable.
B. Advisers
Not applicable.
C. Auditors
Not applicable.
Item 2: Offer Statistics and Expected Timetable
A. Offer Statistics
Not applicable.
B. Method and Expected Timetable
Not applicable.
Item 3: Key Information
A. Selected Financial Data
The following table sets forth selected historical consolidated financial and other data for the Company for the periods presented. The selected historical consolidated financial data below should be read in conjunction with our Audited Consolidated Financial Statements and related notes (Item 18), as well as Item 4: Information on the Company and Item 5: Operating and Financial Review and Prospects of this annual report.
The statement of income data for the Fiscal 20212022 Period, Fiscal 20202021 Period and Fiscal 20192020 Period and the balance sheet data as of December 31, 20212022 and 20202021 have been derived from our audited consolidated financial statements included elsewhere in this annual report.
| | | Year
ended
Dec 31 2021 | | Year
ended
Dec 31 2020 | | Year
ended
Dec 31 2019 | | Year
ended
Dec 31 2018 | | Year
ended
Dec 31 2017 | | Year
ended
Dec 31 2022 | | Year
ended
Dec 31 2021 | | Year
ended
Dec 31 2020 | | Year
ended
Dec 31 2019 | | Year
ended
Dec 31 2018 |
| | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m |
| Statement of Income data: | Statement of Income data: | | | | | | | | | | | Statement of Income data: | | | | | | | | | | |
| Revenue | Revenue | | 2,606.6 | | | 2,515.9 | | | 2,324.3 | | | 2,172.8 | | | 1,956.6 | | Revenue | | 2,939.7 | | | 2,606.6 | | | 2,515.9 | | | 2,324.3 | | | 2,172.8 | |
| Cost of sales | Cost of sales | | (1,862.3) | | | (1,753.4) | | | (1,626.4) | | | (1,519.3) | | | (1,357.2) | | Cost of sales | | (2,124.4) | | | (1,862.3) | | | (1,753.4) | | | (1,626.4) | | | (1,519.3) | |
| Gross profit | Gross profit | | 744.3 | | | 762.5 | | | 697.9 | | | 653.5 | | | 599.4 | | Gross profit | | 815.3 | | | 744.3 | | | 762.5 | | | 697.9 | | | 653.5 | |
| Other operating expenses | Other operating expenses | | (356.3) | | | (382.7) | | | (359.9) | | | (352.7) | | | (319.3) | | Other operating expenses | | (391.2) | | | (356.3) | | | (382.7) | | | (359.9) | | | (352.7) | |
| Exceptional items | Exceptional items | | (45.3) | | | (20.6) | | | (54.5) | | | (17.7) | | | (37.2) | | Exceptional items | | (48.7) | | | (45.3) | | | (20.6) | | | (54.5) | | | (17.7) | |
| Operating profit | Operating profit | | 342.7 | | | 359.2 | | | 283.5 | | | 283.1 | | | 242.9 | | Operating profit | | 375.4 | | | 342.7 | | | 359.2 | | | 283.5 | | | 283.1 | |
| Net finance costs | Net finance costs | | (106.0) | | | (63.7) | | | (73.2) | | | (56.0) | | | (74.4) | | Net finance costs | | (54.4) | | | (106.0) | | | (63.7) | | | (73.2) | | | (56.0) | |
| Profit before tax | Profit before tax | | 236.7 | | | 295.5 | | | 210.3 | | | 227.1 | | | 168.5 | | Profit before tax | | 321.0 | | | 236.7 | | | 295.5 | | | 210.3 | | | 227.1 | |
| Taxation | Taxation | | (55.7) | | | (70.4) | | | (56.7) | | | (56.6) | | | (32.0) | | Taxation | | (71.2) | | | (55.7) | | | (70.4) | | | (56.7) | | | (56.6) | |
| Profit for the period | Profit for the period | | 181.0 | | | 225.1 | | | 153.6 | | | 170.5 | | | 136.5 | | Profit for the period | | 249.8 | | | 181.0 | | | 225.1 | | | 153.6 | | | 170.5 | |
| Basic weighted number of shares | Basic weighted number of shares | | 178,070,770 | | | 194,019,070 | | | 192,004,803 | | | 175,622,538 | | | 176,080,272 | | Basic weighted number of shares | | 174,279,621 | | | 178,070,770 | | | 194,019,070 | | | 192,004,803 | | | 175,622,538 | |
| Diluted weighted number of shares | Diluted weighted number of shares | | 178,070,770 | | | 197,894,106 | | | 198,425,877 | | | 175,793,631 | | | 184,786,162 | | Diluted weighted number of shares | | 174,279,621 | | | 178,070,770 | | | 197,894,106 | | | 198,425,877 | | | 175,793,631 | |
| Basic earnings per share | Basic earnings per share | | 1.02 | | | 1.16 | | | 0.80 | | | 0.97 | | | 0.78 | | Basic earnings per share | | 1.43 | | | 1.02 | | | 1.16 | | | 0.80 | | | 0.97 | |
| Diluted earnings per share | Diluted earnings per share | | 1.02 | | | 1.14 | | | 0.78 | | | 0.97 | | | 0.74 | | Diluted earnings per share | | 1.43 | | | 1.02 | | | 1.14 | | | 0.78 | | | 0.97 | |
| Balance Sheet data: | Balance Sheet data: | | | Balance Sheet data: | | |
| Total assets* | | 6,170.8 | | | 5,580.6 | | | 5,904.5 | | | 5,340.8 | | | 4,601.7 | | |
| Total assets | | Total assets | | 6,326.1 | | | 6,170.8 | | | 5,580.6 | | | 5,904.5 | | | 5,340.8 | |
| Total equity | Total equity | | 2,299.0 | | | 2,126.1 | | | 2,556.7 | | | 2,059.1 | | | 1,852.6 | | Total equity | | 2,606.2 | | | 2,299.0 | | | 2,126.1 | | | 2,556.7 | | | 2,059.1 | |
| Share capital | Share capital | | — | | | — | | | — | | | — | | | — | | Share capital | | — | | | — | | | — | | | — | | | — | |
*As disclosed in Note 14 "Acquisitions" to our consolidated financial statements in Item 18, values for total assets the year ended December 31, 2020 have been restated for fair value adjustments related to the Findus Switzerland acquisition.
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
An investment in our ordinary shares carries a significant degree of risk. You should carefully consider the following risks and other information in this annual report, including our consolidated financial statements and related notes included elsewhere in this annual report, before you decide to purchase our ordinary shares. Additional risks and uncertainties of which we are not presently aware or that we currently deem immaterial could also affect our business operations and financial condition. If any of these risks actually occur, our business, financial condition, results of operations or prospects could be materially affected. As a result, the trading price of our ordinary shares could decline, and you could lose part or all of your investment.
i.Risk Factor Summary
The risks described below include, but are not limited to, the following:
Risks Related to Our Business and Industry
•We operate in a highly competitive marketmarket.
•Sales of our products are subject to changing consumer preferences and trendstrends.
•Our future results and competitive position are dependent on the successful development of new products and improvement of existing products.
•The COVID-19 pandemicongoing conflict between Ukraine and Russia and the wider geopolitical impact of the conflict could materially and adversely affect our business.
•We may not be able to increase prices to offset inflationary pressures on costs for materials or other inputs.
•Pandemics could have a material adverse impact on our business, results of operations and financial condition.
•We are subject to the ongoing negotiations and implementation of the exit of the UK from the EU.
•We are exposed to macroeconomic and other trends that could adversely impact our operations in our Key Markets.
•We may not be able to achieve our sustainability targets to the extent we expect.
•We may not be able to source raw materials or other inputs of an acceptable type or quality.
•We may not be able to pass on price increases for materials or other inputs to our customers.
•We rely on sales to a limited number of large food retailers.
•We may be subject to increased distribution costs or disruption of transportation services.
•Failure to protect our brand names and trademarks could materially affect our business.
•Our business is dependent on third-party suppliers.
•Health concerns or adverse developments with respect to the safety or quality of our products may damage our reputation, increase our costs of operations and decrease demand for our products.
•A failure in our cold chain could lead to unsafe food conditions and increased costs.
•Potential liabilities and costs from litigation could adversely affect our business.
•We are exposed to local business and tax risks in many different countries.
•The price of energy and other raw materials we consume in the manufacture, storage and distribution of our products isare subject to volatile market conditions.
•Our supply network and manufacturing and distribution facilities could be disrupted by climate-related factors and other factors beyond our control.
•Seasonality impacts our business, and our revenue and working capital levels may vary quarter to quarter.
•We may be unable to realize the expected benefits of actions taken to align our resources, operate more efficiently and control costs.
•We may be subject to significant disruption in our workforce or the workforce of our suppliers.
•Labor shortages and higher labor costs could adversely affect our business and financial results.
•We are dependent upon key executives and highly qualified managers and we cannot assure their retention.
•We may not be able to achieve our sustainability targets to the extent we expect.
Risks Related to Our Acquisition Strategy
•We may not be able to consummate future acquisitions or successfully integrate acquisitions into our business.
•We may be subject to antitrust regulations with respect to future acquisition opportunities.
•We may face significant competition for acquisition opportunities.
•Any due diligence by us in connection with agreed acquisitions or potential future acquisitions may not reveal all relevant considerations or liabilities of the target business.
•The Fortenova Acquisition represents entry into a new product category and new geographies for us.
Risks Related to Regulations
•We could incur material costs to addressfor violations of, or liabilities under allapplicable directives, regulations and laws.
•We are subject to complying with a variety of regulatory schemes.
•Changes in the European regulatory environment regarding privacy and data protection regulations could expose us to compliance risks of noncompliance and costs associated with compliance.
Risks Related to Financial Management
•We have risks related to our indebtedness, including our ability to withstand adverse business conditions and to meet our debt service obligations.
•Our variable rate indebtedness subjects us to interest rate risk.
•Our indebtedness is subject to changes in interest reference rates including those related to the replacement of LIBOR and/or EURIBOR.rates.
•We are exposed to exchange rate risks.
•Changes to our payment terms with both customers and suppliers may materially adversely affect our operating cash flows.
•Dividend payments and purchases made pursuant to announced share repurchase programs may have an impact on our cash flows and our ability to meet our debt service obligations.
•An impairment of the carrying value of goodwill or other intangible assets could negatively affect our consolidated operating results and net worth.
•We are exposed to risks in connection with our treasury and cash management activities.
•We face risks associated with certain pension obligations.
•We are a holding company whose principal source of operating cash is the income received from our subsidiaries.
•The Founders and/or the Founder Entities may in the future enter into related party transactions with us, which may give rise to conflicts of interest between us and some or all of the Founders and/or the Directors.
General Risk Factors
•We are subject to the risk of disruptions, failures or security breaches of our information technology systems.
•Changes in accounting standards and subjective assumptions, estimates and judgments by management related to accounting matters could significantly affect our financial results.
•We may incur liabilities that are not covered by insurance.
•If we fail to or are unable to implement and maintain effective internal controls over financial reporting, the accuracy and timeliness of our financial reporting may be adversely affected.
Risks Related to our Ordinary Shares
•We have variousOutstanding equity instruments outstanding that wouldaward grants under our LTIP could require us to issue additional ordinary shares.
•Our ordinary share price may be volatile.
•Securities or industry analysts may not or may cease publishing research reports about us.
•As a foreign private issuer, we are subject to different U.S. securities laws and NYSE governance standards than domestic U.S. issuers.standards.
•We may lose our foreign private issuer status in the future.
•The rights of shareholders under British Virgin Islands law differ from those under United States law.
•The laws of the British Virgin Islands provide limited protection for minority shareholders.
•British Virgin Islands companies may not be able to initiate shareholder derivative actions.
•Shareholders may experience a dilution of their percentage ownership if we make non-pre-emptive offers of ordinary shares in the future.ownership.
Risks Related to TaxationOur Acquisition Strategy
•FailureWe may not be able to maintainconsummate future acquisitions or successfully integrate acquisitions into our tax status may negatively affect our financial and operating results and shareholders.business.
•DisputesWe may be subject to antitrust regulations with tax authorities may give riserespect to unforeseen adjustments.future acquisition opportunities.
•If any dividend is declaredWe may face significant competition for acquisition opportunities.
•Any due diligence by us in connection with agreed acquisitions or potential future acquisitions may not reveal all relevant considerations or liabilities of the future and paid in a foreign currency, U.S. holders may be taxed on a larger amount in U.S. Dollars than the U.S. Dollar amount actually received.target business.
ii. DetailsRisks Related to Regulations
•We could incur material costs for violations of, our Risk Factorsor liabilities under applicable directives, regulations and laws.
•We are subject to complying with a variety of regulatory schemes.
•Changes in European privacy and data protection regulations could expose us to compliance risks and costs.
Risks Related to Financial Management
•We have risks related to our indebtedness, including our ability to withstand adverse business conditions and to meet our debt service obligations.
•Our Businessvariable rate indebtedness subjects us to interest rate risk.
•Our indebtedness is subject to changes in interest reference rates.
•We are exposed to exchange rate risks.
•Changes to our payment terms with customers and Industry
We operate in a highly competitive market and our failure to compete effectively couldsuppliers may materially adversely affect our results of operations.cash flows.
The market for frozen food is highly competitive,•Dividend payments and further consolidation in the industry would likely increase competition. Our competitors include retailers who promote private label products and well-established branded producers that operate on both a national and an international basis across single or multiple frozen food categories. We also face competition more generally from chilled food, distributors and retailers of fresh products, baked goods and ready-made meals. Wepurchases made pursuant to announced share repurchase programs may not successfully compete with our existing competitors and new competitors may enter the market. Discounters are supermarket retailers which offer a narrow range of food and grocery products at discounted prices and which typically focus on non-branded rather than branded products. A continued increase in discounter sales may adversely affect the sales of our branded products. We are increasing our investment in online sales (sales made through retailers’ online platforms). However, there is no guarantee we will achieve our expected return on investment from this strategy. The growth of online retailers, and the corresponding growth in our online sales, may also adversely affect our competitive position. Market dynamics continue to evolve and growth rates might change by channel and over time. In particular, during the COVID-19 pandemic we saw a shift in consumer behavior to online shopping as shoppers looked to avoid physical stores.
In addition, it is difficult to accurately predict the pricing or promotional actions of our competitors or their effect on consumer perceptions or the success of our own advertising and promotional efforts. Our competitors develop and launch products targeted to compete directly with our products. Our retail customers, most of which promote their own private label products, control the shelf space allocations within their stores. As a result, they may allocate more shelf space to private label products or to our branded competitors’ products in accordance with their respective promotional or pricing strategies. Decreases in shelf space allocated to our products, increases in competitor promotional activity, aggressive marketing strategies by competitors, changes to the strategies deployed by retailers or other factors may require us to reduce our prices or invest greater amounts in advertising and promotion of our products to ensure our products remain competitive.
Furthermore, some of our competitors may have substantially greater financial, marketing and other resources than we have. This creates competitive pressures that could cause us to lose market share or require us to lower prices, increase advertising expenditures or increase the use of discounting or promotional campaigns. These competitive factors may also restrict our ability to increase prices, including in response to commodity and other cost increases. If we are unable to continue to respond effectively to these and other competitive pressures, our customers may reduce orders of our products, may insist on prices that erode our margins or may allocate less shelf space and fewer displays for our products. These or other developments could materially and adversely affect our sales volumes and margins and result in a decrease in our operating results, which could have a material adverse effect on our business and financial condition.
Sales of our products are subject to changing consumer preferences and trends; if we do not correctly anticipate
such changes, our sales and profitability may decline.
There are a number of trends in consumer preferences which have an impact on usour cash flows and the frozen food industry as a whole. These include, among others, preferences for speed, convenience and ease of food preparation; natural, nutritious and well-proportioned meals; products that are sustainably sourced and produced and are otherwise environmentally friendly and the recent trend towards meat substitutes. Concerns as to the health impacts and nutritional value of certain foods may increasingly result in food producers being encouraged or required to produce products with reduced levels of salt, sugar and fat and to eliminate trans-fatty acids and certain other ingredients, including gluten and animal products. Consumer preferences are also shaped by concern over waste reduction and the environmental impact of products.
The success of our business depends on both the continued appeal of our products and, given the varied backgrounds and tastes of our customer base, our ability to offermeet our debt service obligations.
•An impairment of the carrying value of goodwill or other intangible assets could negatively affect our consolidated operating results and net worth.
•We are exposed to risks in connection with our treasury and cash management activities.
•We face risks associated with certain pension obligations.
•We are a sufficient rangeholding company whose principal source of products to satisfy a broad spectrum of preferences. Any shift in consumer preferences inoperating cash is the UK, Italy, Germany, France, Sweden income received from our subsidiaries.
•The Founders and/or Austria (the “Key Markets”) could have a material adverse effect on our business.
Our competitiveness depends on our ability to predict and quickly adapt to consumer preferences and trends and to exploit profitable opportunities for product development without alienating our existing consumer base or focusing excessive resources or attention on unprofitable or short-lived trends. All of these efforts require significant
research and development and marketing investments. If we are unable to respond on a timely and appropriate basis to changes in demand or consumer preferences and trends, our sales volumes and margins could be materially adversely affected.
Activist groups have in the past, andFounder Entities may in the future use pressure tacticsenter into related party transactions with us.
General Risk Factors
•We are subject to influencethe risk of disruptions, failures or security breaches of our decisions regarding commodities, raw materialsinformation technology systems.
•Changes in accounting standards and supply chains based on their stances regarding, for example, inhumane treatmentsubjective assumptions, estimates and judgments by management related to accounting matters could significantly affect our financial results.
•We may incur liabilities that are not covered by insurance.
•If we fail to or are unable to implement and maintain effective internal controls over financial reporting, the accuracy and timeliness of animals and deforestation by our suppliers. These groupsfinancial reporting may be ableadversely affected.
Risks Related to coordinate their actions with other groups, threaten strikes or boycotts or enlist the support of well-known persons or organizations in order to increase the pressure onour Ordinary Shares
•Outstanding equity award grants under our LTIP could require us to achieve their stated aims. In the future, these actionsissue additional ordinary shares.
•Our ordinary share price may be volatile.
•Securities or the threat of these actionsindustry analysts may force us to change our business practicesnot or pricing policies, which may havecease publishing research reports about us.
•As a material adverse effect on our business, results of operations and financial condition.
Our future results and competitive position are dependent on the successful development of new products and improvement of existing products.
We aim to introduce new products and re-launch and extend existing product lines on a timely basis in order to counteract obsolescence and decreases in sales of existing products as well as to increase overall sales of our products. The launch and success of new or modified products are inherently uncertain, especially as to the products’ appeal to consumers, and there can be no assurance as to our continuing ability to develop and launch successful new products or variations of existing products. The failure to launch a product successfully can give rise to inventory write-offs and other costs, can affect consumer perception of our other products and can lead to erosion of brand equity. Market factors and the need to develop and provide modified or alternative products may also increase costs. In addition, launching new or modified products can result in cannibalization of sales of our existing products if consumers purchase the new product in place of our existing products. Ifforeign private issuer, we are unsuccessfulsubject to different U.S. securities laws and NYSE governance standards.
•We may lose our foreign private issuer status in developing new products in response to changing consumer demands or preferences in an efficient and economical manner, or if our competitors respond more effectively than we do, demandthe future.
•The rights of shareholders under British Virgin Islands law differ from those under United States law.
•The laws of the British Virgin Islands provide limited protection for our products may decrease, which could materially and adversely affect our business, financial condition and results of operations Additionally, our ability to develop new and modified products and to gain distribution and advertising space for such new and modified products in order to sustain sales may be negatively impacted by COVID-19 restrictions as described below, which could impede our anticipated growth in this area. As a result, weminority shareholders.
•British Virgin Islands companies may not be able to phase these planned innovations and execute our strategy as planned and may be forced to mitigate the risk by focusing on our core business.initiate shareholder derivative actions.
The COVID-19 pandemic could have a material adverse impact on our business, results of operations and financial condition.
On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. The global outbreak has created significant volatility, uncertainty and economic disruption which has resulted in significant governmental measures being implemented in many European countries in which we operate, including lockdowns, closures, quarantines and travel bans, intended to control the spread of the virus. These measures continue to evolve as countries and local governments continue to adapt to the ongoing outbreak, with precautions including vaccination programs, lockdowns and self-isolation measures, requiring employees to work remotely and imposing travel restrictions. These restrictions, and future prevention and mitigation measures, have had and are continuing to have, an adverse impact on global economic conditions. This is particularly the case since further waves of COVID-19 outbreaks and the emergence of new variants of the virus may cause these restrictions to tighten and continue to have an adverse impact on global economic conditions, which could materially adversely affect our business and operating results. For example, in south-eastern Europe, a number of countries are still subject to high levels of restriction and certain other European countries have recently increased restrictions, including the Netherlands and Austria. Uncertainties regarding the ongoing economic impact of COVID-19 are likely to result in sustained market turmoil, which could also negatively impact our business, financial condition and cash flows.
While restrictions have been in place during the pandemic, we have experienced increased demand for our branded products as a result of a general increase in frozen food consumption. For example, as a result of unusually high demand during the fourth quarter of 2020 and the first quarter of 2021, we were unable to meet all sales demand, primarily due to a number of our production facilities already being highly utilized prior to that period of unusually high demand. If our suppliers, co-manufacturers, distributors or transportation and logistics providers are unable to keep pace with this increased demand, and we are unable either to access alternatives, or to access alternatives on commercially reasonable terms, this could negatively impact our market share, our ability to increase revenue, cause harm to our reputation and have a material adverse impact on our operating results. When the effect of the pandemic has significantly abated, this might lead to the reversal of such unusually high demand which could lead to lower demand, higher inventory which could negatively impact our market share, our ability to increase revenue and have a material adverse impact on our operating results. During the pandemic we have also experienced lower demand for our food
service products, which support commercial food establishments, due to governmental restrictions on the ability to eat out of home. Depending on the extent and length of such restrictions, this could see demand for such products to continually decline which could negatively impact our ability to increase revenue and have an adverse impact on our operating results and goodwill.
We operate production space in facilities across Europe. While we have not experienced any significant disruptions to our facilities, we could, in the future, be forced to close our facilities or reduce operations due to government responses to the pandemic or employee illness or health concerns, including as a result of sustained periods of employees working from home. If a significant percentage of our workforce is unable to work, including because of illness or travel or government restrictions in connection with COVID-19, or if we are required to shut down one or more of our facilities, this could have a material adverse effect on our revenue, operations and results of operations. For example, extended shutdowns or reduced operations could also result in an increase in operating costs in connection with our continuing to pay employees at non-operating facilities and higher costs associated with ensuring the continued health and safety of workers, which may include checking workers’ temperatures, providing personal protective equipment, deep cleaning facilities, and requiring sick workers to stay home by providing enhanced employee benefits.
The extent of COVID-19’s effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the outbreak, the emergence of new variants of the virus, the availability and effectiveness of vaccines and government responses to the pandemic (including any further lockdowns, mandatory social distancing or other restrictive measures), all of which are uncertain and difficult to predict considering the rapidly evolving landscape. As a result, it is not currently possible to ascertain the overall impact of COVID-19 on our business. However, if the pandemic continues to evolve in such a way that its effects are likely to continue for a longer period than currently envisaged, the disease could exacerbate other risks we face, and also have a material adverse effect on our business, results of operations, financial condition and cash flows and adversely impact the trading price of our ordinary shares. Also, as restrictions are eased or lifted, this is now highlighting other trends which are proving to be difficult to predict in a rapidly evolving landscape. Examples of trends which are in part the result of COVID-19 restrictions include, the increase in the cost of sea freight partly driven by the dislocation of sea containers, increases in the cost of energy and raw materials and shortages of commercial truck drivers. These create challenges with the supply of our products to our customers as a result of the return to home drivers and the continued challenges of cross-border supply.
We are subject to the ongoing negotiations and implementation of the exit of the UK from the EU.
Since January 1, 2021, the UK has been trading as an independent country outside of the European Union following the UK electorate voting in favor of leaving the European Union (commonly referred to as “Brexit”) on June 23, 2016 and the conclusion of a new trading agreement between the European Union and the UK which was entered into on December 24, 2020. This means that new regulations are in place governing the import and export of goods between the UK and the European Union from this date which places a greater cost and administrative burden on us, for example by requiring veterinary certificates for exporting products of animal origin from the UK to the European Union. There are also additional regulations in place governing tariffs for products of non-EU origin when they are exported across the border from the UK to the European Union which also can place a greater cost and administrative burden on us. From July 1, 2022, veterinary certificates will additionally be required for importing products from the European Union to the UK (recently delayed from October 1, 2021) and negotiations continue over the ongoing trade relationship with Europe, for example, the ongoing negotiations in relation to the Northern Ireland Protocol, which could lead to further changes which could lead to increased tariffs, packaging changes and a greater cost and administrative burden on us.
For the year ended December 31, 2021, excluding sales from business included within the Fortenova acquisition, 93% of our revenue was derived from the EU and the UK (29% was derived from the UK). In addition, we have manufacturing facilities and employees in both the UK and other European countries. As a result of Brexit, weShareholders may experience adverse impacts on profitability in the UK and other markets. The new Brexit administration requirements could mean that the UK suffers as a result of losing commercially favorable access to the EU single market, or specific countries in the EU, resulting in a negative impact on the general and economic conditions in the UK and the EU which could in turn have a negative impact on our business and results of operations. Future changes may occur in regulations that we are required to comply with as well as amendments to treaties governing tax, duties, tariffs, etc. which could adversely impact our operations and require us to modify our financial and supply arrangements. To avoid such impacts, we may have to restructure or relocate some or all of our operations which would be costly and negatively impact our profitability, cash flow and financial condition.
We are exposed to macroeconomic and other trends that could adversely impact our operations in our Key Markets.
We conduct operations in our key markets of the UK, Italy, Germany, France, Sweden and Austria, from which approximately 78% of our revenue was generated during the year ended December 31, 2021 (the "Key Markets"). We are particularly influenced by economic developments and changes in consumer habits in those countries.
The geographic markets in which we compete have been affected by negative macroeconomic trends which have affected consumer confidence. For example, Brexit and the COVID-19 pandemic have created political and economic uncertainty both in the UK and the other geographies in which we operate. A deterioration in economic conditions could result in increased unemployment rates, increased short and long-term interest rates, consumer and commercial bankruptcy filings, a decline in the strength of national and local economies, and other results that negatively impact household incomes. This can result in consumers purchasing cheaper private label products instead of equivalent branded products. Such macroeconomic trends could, among other things, negatively impact global demand for branded and premium food products, which could result in a reduction of sales or pressure on margins of our branded products or cause an increasing transfer to lower priced product categories.
We may not be able to achieve our sustainability targets to the extent we expect.
We have adopted a sustainability strategy which sets out our role in supporting the change to how food is produced and consumed, in line with the UN Sustainable Development Goals and our corporate purpose. Our ability to successfully implement, and engage other stakeholders in implementing, our sustainability strategy, will depend on a number of factors which are beyond our control, including the extent to which our suppliers and other stakeholders prioritize sustainability initiatives themselves in their own businesses, the reaction of retailers and our customers to our sustainability strategy and broader macroeconomic and social trends. Further, unanticipated events, including changes in our ability to source sustainably produced food ingredients, may have an impact on the extent to which we can meet our own sustainability targets in any given year. If our expectations surrounding our sustainability strategy are not met and/or if consumers consider that we are not making sufficient progress with regards to our sustainability strategy, this could have an impact upon demand for our products and materially adversely affect our business, financial condition and results of operations.
We may not be able to source raw materials or other inputs of an acceptable type or quality.
We use significant quantities of food ingredients and packaging materials and are therefore vulnerable to fluctuations in the availability and price of such food ingredients, packaging materials and other supplies . In particular, raw materials have historically represented a significant portion of our cost of sales, and accordingly, adverse changes in raw material prices have in the past negatively impacted and may in future negatively impact our results of operations.
Specifically, the availability and the price of fish, vegetables and other agricultural commodities, including poultry and meat, can be volatile. We are also affected by the availability of quality raw materials, most notably fish, which can be impacted by the fishing and agricultural policies of the UK, European Union and other countries including national or international quotas that can limit volume of raw materials. General economic conditions, economic sanctions due to regional conflict, unanticipated demand, problems in manufacturing or distribution, natural disasters, weather conditions during the growing and harvesting seasons, plant, fish and livestock diseases, the availability of sustainably sourced raw materials, or national or international quarantines can all also adversely affect availability and prices of commodities in the long and short term.
While we attempt to negotiate fixed prices for certain materials with our suppliers for periods ranging from one month to a full year, we cannot guarantee that our strategy will be successful in managing input costs if prices increase for extended periods of time. Additionally, by entering fixed price agreements we may potentially be limiting our ability to benefit from possible price decreases. Moreover, there is no market for hedging against price volatility for certain raw materials and accordingly such materials are bought at the spot rate in the market.
Our ability to avoid the adverse effects of a pronounced, sustained price increase in raw materials is limited. Any increases in prices or scarcity of ingredients or packaging materials required for our products could increase our costs and disrupt our operations. If the availability of any of our inputs is constrained for any reason, we may not be able to obtain sufficient supplies or supplies of a suitable quality on favorable terms or at all. Such shortages could materially adversely affect our market share, business, financial condition and results of operations.
We may not be able to pass on price increases for materials or other inputs to our customers.
Our ability to pass through increases in the prices of raw materials, energy, packaging or freight and logistics costs to our customers depends, among others, on prevailing competitive conditions and pricing methods in the markets in which we operate, and we may not be able to pass through such price increases to our customers. Even if we are able to pass through increases in prices, there is typically a time lag between cost increases impacting our business and implementation of product price increases during which time our profit margin may be negatively impacted. Recovery of cost inflation, driven by both commodity cost increases or changes in the foreign exchange rate of the currency the commodity is denominated in, can also lead to disparities in retailers’ shelf-prices between different brands which can result in a competitive disadvantage and volume decline. During our negotiations to increase our prices to recover cost increases, customers may take actions which exacerbate the impact of such cost increases, for example by ceasing to offer our products or deferring orders until negotiations have ended. Our inability to pass through price increases in raw materials, energy, packaging or freight and logistics and preserve our profit margins in the future could materially adversely affect our business, financial condition and results of operations.
We rely on sales to a limited number of large food retailers and should they perform poorly or the buying power of these large retailers increase, our business could be adversely affected.
Our customers include supermarkets and large chain food retailers. Throughout our markets, the food retail segments are highly concentrated. For the year ended December 31, 2021, our top 10 customers accounted for 40% of revenue. In recent years, the major multiple (multi-channel) retailers in those countries have increased their share of the grocery market and price competition between retailers has intensified. The strength of the major multiple retailers’ bargaining position gives them significant leverage over their suppliers in negotiating pricing, product specification and the level of supplier participation in promotional campaigns and offers, which can reduce our margins. International alliances among retailers continue to become stronger, and the trend for consolidation in Europe at a local level and across borders is ongoing. Further consolidation among the major multiple retailers or disproportionate growth in relation to their competitors could increase their relative negotiating power and allow them to force a negative shift in our trade terms. Our results of operations could also be adversely affected if these retailers suffer a significant deterioration in sales performance, if we are required to reduce our prices or increase our promotional spending activity as a consequence, if we lose business from a major customer or if our relationship with a major customer deteriorates.
Our retail customers also offer private label products that compete directly with our products for retail shelf space and consumer purchases. Private label products typically have higher margins for retailers than other branded products. Accordingly, there is a risk that our customers may give higher priority to private label products or the branded products of our competitors as a result of a change in pricing strategy which would adversely affect sales of our products. Our major multiple retail customers are also expanding into non-food product lines in their stores, thereby exerting pressure on available shelf space for other categories including our products. We may be unable to adequately respond to these trends and, as a result, the volume of our sales may decrease, or we may need to lower the prices of our products.
As is typical in our industry, sales to our retail customers in our markets are made on a daily demand basis. We generally do not have long-term contractual commitments to supply such customers and must renegotiate supply and pricing terms of our products on a regular basis. Customarily, trade terms are renegotiated annually; however, ad hoc changes are often made on an informal basis, such as by email, to reflect discounts and promotional arrangements. Amounts paid can be subject to end of period reconciliations to reflect these informal arrangements. In some cases, our customers seek to claim reimbursement for informal discount arrangements going back multiple periods. In addition, we do not have written contractual arrangements with a number of our other customers. Most of our customer relationships or arrangements could be terminated or renegotiated at any time and, in some cases, without reasonable notice.
Our business is subject to the risks of non-payment and non-performance by our retail customers. We manage our exposure to credit risk through credit analysis and monitoring procedures, and sometimes use letters of credit, prepayments and guarantees. However, these procedures and policies cannot fully eliminate customer credit risk, and to the extent our policies and procedures prove to be inadequate, it could negatively affect our financial condition and results of operations. In addition, some of our customers may be highly leveraged and subject to their own operating and regulatory risks and, even if our credit review and analysis mechanisms work properly, we may experience financial losses in our dealings with such parties. Any future financial market disruptions or tightening of the credit markets could result in some of our customers experiencing a significant decline in profits and/or reduced liquidity. A significant adverse change in the financial position of a customer could require us to assume greater credit risk relating to that customer and could limit our ability to collect receivables. We do not maintain credit insurance to insure against customer credit risk.
Any of the above risk factors in relation to our retailers could have a material adverse effect on our business, financial condition and results of operations. In recent years, the major multiple (multi-channel) retailers in those countries have increased their share of the grocery market and price competition between retailers has intensified. The strength of the major multiple retailers’ bargaining position gives them significant leverage over their suppliers in negotiating pricing, product specification and the level of supplier participation in promotional campaigns and offers, which can reduce our margins. International alliances among retailers continue to become stronger, and the trend for consolidation in Europe at a local level and across borders is ongoing. Further consolidation among the major multiple retailers or disproportionate growth in relation to their competitors could increase their relative negotiating power and allow them to force a negative shift in our trade terms. Our results of operations could also be adversely affected if these retailers suffer a significant deterioration in sales performance, if we are required to reduce our prices or increase our promotional spending activity as a consequence, if we lose business from a major customer or if our relationship with a major customer deteriorates.
Our retail customers also offer private label products that compete directly with our products for retail shelf space and consumer purchases. Private label products typically have higher margins for retailers than other branded products. Accordingly, there is a risk that our customers may give higher priority to private label products or the branded products of our competitors as a result of a change in pricing strategy which would adversely affect sales of our products. Our major multiple retail customers are also expanding into non-food product lines in their stores, thereby exerting pressure on available shelf space for other categories including our products. We may be unable to adequately respond to these trends and, as a result, the volume of our sales may decrease, or we may need to lower the prices of our products.
As is typical in our industry, sales to our retail customers in our Key Markets are made on a daily demand basis. We generally do not have long-term contractual commitments to supply such customers and must renegotiate supply and pricing terms of our products on a regular basis. Customarily, trade terms are renegotiated annually; however, ad hoc changes are often made on an informal basis, such as by email, to reflect discounts and promotional arrangements. Amounts paid can be subject to end of period reconciliations to reflect these informal arrangements. In some cases, our customers seek to claim reimbursement for informal discount arrangements going back multiple periods. In addition, we do not have written contractual arrangements with a number of our other customers. Most of our customer relationships or arrangements could be terminated or renegotiated at any time and, in some cases, without reasonable notice.
Our business is subject to the risks of non-payment and non-performance by our retail customers. We manage our exposure to credit risk through credit analysis and monitoring procedures, and sometimes use letters of credit, prepayments and guarantees. However, these procedures and policies cannot fully eliminate customer credit risk, and to the extent our policies and procedures prove to be inadequate, it could negatively affect our financial condition and results of operations. In addition, some of our customers may be highly leveraged and subject to their own operating and regulatory risks and, even if our credit review and analysis mechanisms work properly, we may experience financial losses in our dealings with such parties. Any future financial market disruptions or tightening of the credit markets could result in some of our customers experiencing a significant decline in profits and/or reduced liquidity. A significant adverse change in the financial position of a customer could require us to assume greater credit risk relating to that customer and could limit our ability to collect receivables. We do not maintain credit insurance to insure against customer credit risk.
Any of the above risk factors in relation to our retailers could have a material adverse effect on our business, financial condition and results of operations.
We may be subject to increased distribution costs or disruption of transportation services.
We are dependent on third parties for almost all of our transportation and distribution requirements and distribution costs have historically fluctuated significantly over time. Increases in such costs could result in reduced profits. In addition, certain factors affecting distribution costs are controlled by our third-party carriers. To the extent that the market price for fuel or freight or the number or availability of carriers fluctuates, our distribution costs could be affected. Furthermore, temporary or long-term disruption of transportation services due to weather-related problems, impacts of COVID-19, strikes or other events could impair our ability to supply products affordably and in a timely manner or at all. Failure to receive our raw materials or to deliver our food products promptly could also result in inventory spoilage. These factors could impact our commercial reputation and result in our customers reducing their orders or ceasing to order our products. We require the use of refrigerated vehicles to ship our products and such distribution costs represent an important element of our cost structure. If we change the transportation services we use, we could face logistical difficulties that could delay deliveries, and we could incur costs and expend resources in connection with such change. Any increases in the cost of transportation, and any disruption in transportation, including the availability of suitable transportation (including the availability of suitable refrigerated transport, freight containers or lorry drivers), could have a material adverse effect on our business, financial condition and results of operations.
Failure to protect our brand names and trademarks could materially affect our business.
Our principal brand names and trademarks (including but not limited to Birds Eye, Iglo, Findus, Aunt Bessie's, Goodfella's, Ledo and Frikom) are key assets of our business and our success depends upon our ability to protect our intellectual property rights. We rely upon trademark laws to establish and protect our intellectual property rights but cannot be certain that the actions we have taken or will take in the future will be adequate to prevent violation of our proprietary rights. Litigation may be necessary to enforce our trademark or proprietary rights. In addition, the Birds Eye brand, which we use in the UK, is used by other producers in the United States and Australia. Even though the brands have different logos, adverse publicity from such other markets may negatively impact the perception of our brands in our respective markets. Adverse publicity, legal action or other factors could lead to substantial erosion in the value of our brands, which could lead to decreased consumer demand and could have a material adverse effect on our business, financial condition and results of operations.
There is also a risk that other parties may have intellectual property rights covering some of our brands, products or technology. If any third parties bring a claim of intellectual property infringement against us, we may be subject to costly and time-consuming litigation, diverting the attention of management and our employees. If we are unsuccessful in defending against such claims, we may be subject to, among other things, significant damages, injunctions against development and sale of certain products, or we may be required to enter into costly licensing agreements, any of which could have an adverse impact on our business, financial condition, and results of operations.
Our business is dependent on third-party suppliers.
We outsource some of our business functions to third-party suppliers, such as the processing of certain vegetables and other products, the manufacturing of products and packaging materials and distribution of our products. Our suppliers are subject to their own unique operational and financial risks, which are out of our control. Our suppliers may fail to meet timelines or contractual obligations or fail to provide us with sufficient products or services, which may adversely affect our business. For example, if a third party supplier is impacted by COVID-19, this could negatively affect the price and availability of our ingredients and/or packaging materials and may adversely impact our supply chain and operations. Moreover, there may be delays or shortages in procuring alternative suppliers, co-manufacturing capacity, or distribution capability.
Certain of our contracts with key suppliers, such as for the raw materials we use in our products, are short term, can be terminated by the supplier upon giving notice within a certain period and restrict us from using other suppliers. Also, a number of our supply contracts, including for fish and vegetables, may be terminated by the supplier upon a change in our ownership. Failure to appropriately structure or adequately manage our agreements with third parties may adversely affect our supply of raw materials or our supply of products to our customers. We are also subject to credit risk with respect to our third-party suppliers. If any such suppliers become insolvent, an appointed trustee could potentially ignore the service contracts we have in place with such party, resulting in increased charges or the termination of the service contracts. We may not be able to replace a service provider within a reasonable period of time, on as favorable terms or without disruption to our operations.
Any adverse changes to our relationships with third-party suppliers could have a material adverse effect on our image, brand and reputation, as well as on our business, financial condition and results of operations.
In addition, to the extent that our creditworthiness is impaired, or general economic conditions decline, certain of our key suppliers may demand different or onerous payment terms that could materially adversely affect our working capital position, or such suppliers may refuse to continue to supply to us. A number of our key suppliers have taken out trade credit insurance on our ability to pay them. To the extent that such trade credit insurance becomes unobtainable or more expensive due to market conditions, we may face adverse changes to payment terms by our key suppliers or they may refuse to continue to supply us.
Health concerns or adverse developments with respect to the safety or quality of products of the food industry may damage our reputation, increase our costs of operations and decrease demand for our products.
Food safety and the public’s perception that our products are safe and healthy are essential to our image and business. We sell food products for human consumption, which subjects us to safety risks such as product contamination, spoilage, misbranding or product tampering. Product contamination, including the presence of foreign objects, undeclared allergens, substances, chemicals or other agents or residues or the introduction of genetically modified organisms, could require product withdrawals or recalls or the destruction of inventory, and could result in negative publicity, reputational harm, temporary plant closures and substantial costs of compliance or remediation. In addition, food producers, including us, have been targeted by extortion attempts that threatened to contaminate products displayed in supermarkets. Such attempts can result in the temporary removal of products from shelf displays as a precautionary measure and result in lost revenue. We may also be impacted by publicity concerning any assertion that our products caused illness, injury or death. In addition, we could be subject to claims or lawsuits relating to an actual or alleged illness stemming from product contamination or any other incidents that compromise the safety and quality of our products. Any significant lawsuit or widespread product recall or other events leading to the loss of consumer confidence in the safety and quality of our products could damage our brand, reputation and image and negatively impact our sales, profitability and prospects for growth.
We could also be adversely affected if consumers lose confidence in the safety and quality of certain food products or ingredients, or the food safety system generally. If another company recalls or experiences negative publicity related to a product in a category in which we compete, consumers might reduce their overall consumption of products in this category or confuse our products with those of such company. Adverse publicity about these types of concerns, whether valid or not, may discourage consumers from buying our products or cause production and delivery disruptions. In addition, product recalls are difficult to foresee and prepare for and, in the event we are required to recall one or more of our products, such recall may result in loss of sales due to unavailability of our products and may take up a significant amount of our management’s time and attention. We cannot guarantee that our efforts to monitor food safety risks and such efforts of our suppliers will be successful or that such risks will not materialize, particularly since such systems are harder to implement and monitor in the context of the COVID-19 pandemic, which may continue to be the case after the pandemic has substantially abated. In addition, we cannot guarantee that our efforts, through contractual relationships and regular inspections, to control the risk of contamination caused by third parties in relation to the several manufacturing and distribution processes we outsource, will be successful or that contamination of our products by third parties will not materialize and have a material adverse effect on our business, financial condition and results of operations.
We are also subject to further risks affecting the food industry generally, including risks posed by widespread contamination and evolving nutritional, environmental/sustainability, social and health-related concerns. Regulatory authorities may limit the supply of or place prohibitive charges on certain types of food products in response to public health concerns and consumers may perceive certain products to be unsafe, unsustainable, unhealthy or otherwise undesirable. In addition, governmental regulations may require us to discontinue certain offerings or limit the range of products we offer. We may be unable to find substitutes that are as appealing to our customer base, or such substitutes may not be widely available or may be available only at increased costs. Such substitutions or limitations could also reduce demand for our products.
We could also be subject to claims or lawsuits relating to an actual or alleged illness or injury or death stemming from the consumption of a misbranded, altered, contaminated or spoiled product, even where such misbranding, alteration, contamination or spoilage is out of our control, which could negatively affect our reputation and business. Awards of damages, settlement amounts and fees and expenses resulting from such claims and the public relations implications of any such claims could be significant and have an adverse effect on our business. The availability and price of insurance to cover claims for damages are subject to market forces that we do not control, and such insurance may not cover all the costs of such claims and would not cover damage to our reputation. Even if product liability claims against us are not successful or fully pursued, these claims could be costly and time consuming, increase our insurance premiums and divert our management’s time and resources towards defending them rather than operating our business. In addition, any adverse publicity concerning such claims, even if unfounded, could cause customers to lose confidence in the safety and quality of our products and damage our reputation and brand image.
A failure in our cold chain could lead to unsafe food conditions and increased costs.
“Cold chain” requirements setting out the temperatures at which our ingredients and products are stored are established both by statute and by us to help guarantee the safety of our food products. The cold chain is maintained from the moment the ingredients arrive at, or are frozen by, our suppliers, through our manufacturing and transportation of products and ultimately to the time of sale in retail stores. These standards ensure the quality, freshness and safety of our products. A failure in the cold chain could lead to wastage, increased costs, food contamination, risks to the health of consumers, fines and damage to our brands and reputation, each of which could have a material adverse effect on our business, financial condition and results of operations.
Potential liabilities and costs from litigation could adversely affect our business.
We are subject to litigation, arbitration and regulatory proceedings, audits and investigations from time to time. There is no guarantee that we will be successful in defending ourselves in civil, criminal or regulatory actions, including under general, commercial, employment, intellectual property, food quality and safety, anti-trust and trade, tax, advertising and claims, and environmental laws and regulations, or in asserting our rights under various new and existing laws and regulations. For example, we could face allegations of false, misleading or deceptive advertising, claims or marketing or other criticisms which could result in litigation, arbitration or regulatory proceedings and result in potential liabilities or costs which may be significant and may damage our reputation. In addition, the defense of these lawsuits may divert our management’s attention from other business matters. The costs and other effects of potential and pending litigation and administrative actions against us, and new legal requirements, cannot be determined with certainty and may differ from expectations and may have a material adverse effect on our reputation, business, financial condition and results of operations.
We are exposed to local business and tax risks in many different countries.
Our business is subject to risks resulting from differing legal, political, social and regulatory requirements, economic conditions and unforeseeable developments in our markets, all or any of which could result in disruption of our activities. These risks include, among others, political instability , differing economic cycles, tariffs, duties and adverse economic conditions, changes in regulatory and legislative environments , currency exchange rate fluctuations, inability to collect payments or seek recourse under or comply with ambiguous or vague commercial or other laws, changes in distribution and supply channels, foreign exchange controls and restrictions on repatriation of funds, and difficulties in attracting and retaining qualified management and employees. Our overall success in the markets in which we operate depends, to a considerable extent, on our ability to effectively manage differing legal, political, social and regulatory requirements, economic conditions and both foreseeable and unforeseeable developments. We cannot guarantee that we will succeed in developing and implementing policies and strategies which will be effective in each location where we do business.
We must comply with complex and evolving tax regulations in the various jurisdictions in which we operate, which subjects us to international tax compliance risks. Some tax jurisdictions in which we operate have complex and subjective rules regarding income tax, value-added tax, sales or excise tax, tariffs, duties and transfer tax. From time to time, our foreign subsidiaries are subject to tax audits and may be required to pay additional taxes, interest or penalties should the taxing authority assert different interpretations, or different allocations or valuations of our services which could be material and could reduce our income and cash flow from our international subsidiaries. We currently have several pending tax assessments and audits in various jurisdictions including Germany and Italy. The agreements by which we acquired certain businesses provide for certain indemnifications of tax liabilities which may arise in certain jurisdictions which we believe are sufficient to address these specific tax matters as far as they relate to those businesses but our belief that these indemnities are sufficient may prove incorrect. We have also established, where appropriate, reserves and provisions for tax assessments which we believe to be adequate to address potential tax liabilities but our belief that these reserves and provisions are adequate may prove incorrect. However, it is possible that the tax audits referred to above could result in the volatility of timings of cash tax payment and recoveries. In addition, it is possible that countries will increase tax rates in the future, as a result of the COVID-19 pandemic.
The price of energy we consume in the manufacture, storage and distribution of our products is subject to volatile market conditions.
The price of electricity and other energy resources required in the manufacture, storage and distribution of our products is subject to volatile market conditions. These market conditions are often affected by political and economic factors beyond our control, including, for instance, the energy policies of the countries in which we operate. For example, the German government’s decision to phase out nuclear power generation by 2022 could cause electricity prices and price volatility in Germany to increase. Any sustained increases in energy costs could have an adverse effect
on the attractiveness of frozen food products for our customers and consumers and could affect our competitive position if our competitors’ energy costs do not increase at the same rate as ours. Such disruptions may also occur as a result of the loss of energy supply contracts or the inability to enter into new energy supply contracts on commercially attractive terms. Furthermore, natural catastrophes, regional conflicts or similar events could affect the electricity grid. Any such disruptions or increases in energy costs as a result of the aforementioned factors or otherwise, could have a material adverse effect on our business, financial condition and results of operations.
Our supply network and manufacturing and distribution facilities could be disrupted by factors beyond our control.
Severe weather conditions and natural disasters, such as storms, floods, droughts, frosts, earthquakes or pestilence, may affect the supply of the raw materials and energy resources that we use for the manufacturing of our products. For example, changing climate may cause flooding and drought in crop growing areas or changes in sea temperatures may affect marine biomass, fishing catch rates and overall fishing conditions. In addition, drought or floods may affect the feed supply for red meat and poultry, which in turn may affect the quality and availability of protein sources for our products. Adverse weather conditions and natural disasters can reduce crop size and crop quality, which in turn can reduce our supplies of raw materials, lower recoveries of usable raw materials, increase the prices of our raw materials, increase our cost of transporting and storing raw materials and finished goods, or disrupt our production schedules. Competing food producers can be affected differently by weather conditions and natural disasters depending on the locationdilution of their supply sources. If our supplies of raw materials are reduced, we may not be able to find adequate supplemental supply sources, if at all, on favorable terms, which could have a material adverse effect on our business, financial condition and results of operation.
Our supply network could also be adversely affected by the outbreak of various diseases or other public health crises, such as the current COVID-19 pandemic that may result in delays in procurement or an inability to access alternative supply on commercially reasonable terms, which may have an adverse impact on our operating results. In addition, a significant outbreak of a contagious disease in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our products and have a material adverse effect on our results of operations.
In addition, our manufacturing and distribution facilities may be subject to damage, disruption or closure resulting from fire, terrorist activity, natural disasters, health epidemics or other causes. For example, our Lowestoft and Bremerhaven manufacturing facilities are situated in regions which have historically been prone to flooding. Extensive damage to any of our fourteen major manufacturing facilities as a result of any of the foregoing reasons, could, to the extent that lost production could not be compensated for by unaffected facilities, severely affect our ability to conduct our business operations and, as a result, adversely affect our business, financial condition and results of operations.
Furthermore, as we lease parts of our Boulogne, Bremerhaven, Lowestoft, and Tonsberg manufacturing sites, the use of these properties is subject to certain terms and conditions, the breach of which could affect our ability to continue use of these properties which in turn may disrupt our operations and may materially adversely affect our results of operations.
Seasonality impacts our business, and our revenue and working capital levels may vary quarter to quarter.
Our 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 cold or winter months, partly because there are fewer fresh alternatives available for vegetables and because our customers typically allocate more freezer space to the ice cream segment in summer or hotter months. The Fortenova Acquisition follows a different seasonality to the legacy business, with stronger performance through the summer months as a result of the ice-cream business. In addition, variable production costs, including costs for seasonal staff, and working capital requirements associated with the keeping of inventories, vary depending on the harvesting and buying periods of seasonal raw materials, in particular vegetable crops. For example, inventory (and therefore net working capital) levels typically peak in August to September just after the pea harvest. If seasonal fluctuations are greater than anticipated, our business, financial condition and results of operations could be adversely affected.
We may be unable to realize the expected benefits of actions taken to align our resources, operate more efficiently and control costs.
When required we take actions, such as workforce reductions, plant closures and consolidations, and other cost reduction initiatives, to align our resources with our growth strategies, operate more efficiently and control costs. As these plans and actions are complex, unforeseen factors could result in expected savings and benefits to be delayed or not realized to the full extent planned, could negatively impact labor relations, including causing work stoppages, and could lead to disruptions in our business and operations and higher short-term costs related to severance and related capital expenditures.
We may be subject to significant disruption in our workforce or the workforce of our suppliers, which could adversely affect our business, financial condition and results of operations.
As of December 31, 2021, we employed approximately 8,002 employees, of which approximately 1,437 were located in Germany, 1,389 were located in the UK, 1,302 were located in Serbia, 853 were located in Croatia, , 494 were located in Italy, 378 were located in Sweden/Norway, 348 were located in Bosnia & Herzegovina, 333 were located in France and 1,468 employees in other locations. As of December 31, 2021, approximately 70% of our employees worked in our manufacturing operations. We have in the past, and may in the future, experience labor disputes and work stoppages at one or more of our manufacturing sites due to localized strikes or strikes in the larger retail food industry sector. We have also been involved in negotiations on collective bargaining agreements. A labor stoppage or other interruption at one of our nineteen manufacturing sites (or at the site of any of our suppliers) would impact our ability to supply our customers and could have a material adverse effect on such facility’s operations and, potentially, on our business, financial condition and results of operations.
Higher labor costs could adversely affect our business and financial results.
We compete with other producers for good and dependable employees. The supply of such employees is limited and competition to hire and retain them may result in higher labor costs. Furthermore, a number of our employees are subject to national minimum wage requirements. If legislation is enacted that has the effect of raising national minimum wage requirements, requires additional mandatory employee benefits or affects our ability to hire or dismiss employees, we could face substantially higher labor costs. High labor costs could adversely affect our profitability if we are not able to pass them on to our customers.
We are dependent upon key executives and highly qualified managers and we cannot assure their retention.
Our success depends, in part, upon the continued services of key members of our management. Our executives’ and managers’ knowledge of the market, our business and our Company represents a key strength of our business, which cannot be easily replicated. The success of our business strategy and our future growth also depend on our ability to attract, train, retain and motivate skilled managerial, sales, administration, development and operating personnel. There can be no assurance that our existing personnel will be adequate or qualified to carry out our strategy, or that we will be able to hire or retain experienced, qualified employees to carry out our strategy. The loss of one or more of our key management or operating personnel, or the failure to attract and retain additional key personnel, could have a material adverse effect on our business, financial condition and results of operations.
Risks Related to Our Acquisition Strategy
•We may not be able to consummate future acquisitions or successfully integrate acquisitions into our business, which could result in unanticipated expenses and losses.
Our acquisitions strategy is largely based on our ability to grow through acquisitions of additional businesses to build an integrated group. Consummating acquisitions of businesses, or our failure to integrate such businesses successfully into our existing businesses, could result in unanticipated expenses and losses. Furthermore, we may not be able to realize any of the anticipated benefits from completed acquisitions, including the Findus Switzerland and Fortenova acquisitions.
We anticipate that any future acquisitions we may pursue as part of our business strategy may be partially financed through additional debt or equity. Any future financial market disruptions or tightening of the credit markets may make it more difficult for us to obtain financing for acquisitions or increase the cost of obtaining financing. If new debt is added to current debt levels, or if we incur other liabilities, including contingent liabilities, in connection with an acquisition, the debt or liabilities could impose additional constraints and requirements on our business and operations, which could materially adversely affect our financial condition and results of operation. In addition, to the extent our ordinary shares are used for all or a portion of the consideration to be paid for future acquisitions, dilution may be experienced by existing shareholders.
In connection with our completed and future acquisitions, the process of integrating acquired operations into our existing group operations may result in unforeseen operating difficulties and may require significant financial resources that would otherwise be available for the ongoing development or expansion of existing operations. Some of the risks associated with acquisitions include:
•unexpected losses of key employees or customers of the acquired company;business.
•conforming the acquired company's standards, processes, procedures and controls with our operations;
•coordinating new product and process development;
•hiring additional management and other critical personnel;
•negotiating with labor unions; and
•increasing the scope, geographic diversity and complexity of our current operations.
We may encounter unforeseen obstacles or costs in the integration of businesses that we may acquire. For example, an acquisition may trigger change of control clauses entered into by the previous owner in which case the counterparties to such agreements may terminate their agreements requiring the acquired business to enter into new contracts, potentially on less favorable terms. In addition, general economic and market conditions or other factors outside of our control could make our operating strategies difficult or impossible to implement. Any such unforeseen obstacles or costs or failure to implement operational improvements successfully and/or the failure of any operational improvements to deliver the anticipated benefits could have a material adverse effect on our results of operations and financial condition.
Typically, when acquiring a business, the seller will provide certain warranties regarding its ownership of the acquired business as well as warranties regarding the business and operations of the acquired business. We may also obtain a warranty & indemnity insurance policy which provides coverage in respect of certain of these warranties. Any unexpected liabilities, individually or in the aggregate, which are not subject to such warranties or which are not recoverable under the such insurance policy, could have a material adverse effect on the business, financial condition and results of operations of the acquired business following the acquisition, whether or not such liabilities result from breaches of warranties. There can be no assurance that we will be able to enforce any claims against the seller relating to breaches of such warranties or successfully claim under our insurance policy. Moreover, even if we are ultimately able to recover any amounts from the seller or the insurer, we may be required to temporarily bear some or all of the losses which may arise from any breaches of warranties, which could have a material adverse effect on our financial condition and results of operations.
We may be subject to antitrust regulations with respect to future acquisition opportunities.
Many jurisdictions in which we operate have antitrust regulations which involve governmental filings for certain acquisitions, impose waiting periods and require approvals by government regulators. Governmental authorities may seek to challenge potential acquisitions or impose conditions, terms, obligations or restrictions that may delay completion of the acquisition or materially reduce the anticipated benefits (financial or otherwise) as a result of applying the relevant antitrust regulations. Our inability to consummate potential future acquisitions or to receive the full benefits of such acquisitions because of antitrust regulations could limit our ability to execute on our acquisition strategy which could have a material adverse effect on our financial condition and results of operations.
•We may face significant competition for acquisition opportunities.
There may be significant competition in some or all of the acquisition opportunities that we may explore. Such competition may for example come from strategic buyers, sovereign wealth funds, special purpose acquisition companies and public and private investment funds, many of which are well established and have extensive experience in identifying and completing acquisitions. Such competition may cause us to be unsuccessful in executing any acquisition or may result in a successful acquisition being made at a significantly higher price than would otherwise have been the case.
•Any due diligence by us in connection with agreed acquisitions or potential future acquisitions may not reveal all relevant considerations or liabilities of the target business, which could have a material adverse effect on our financial condition or results of operations.
We intend to conduct such due diligence as we deem reasonably practicable and appropriate based on the facts and circumstances applicable to any potential acquisition. The objective of the due diligence process will be to identify material issues which may affect the decision to proceed with any one particular acquisition target or the consideration payable for an acquisition. We also intend to use information revealed during the due diligence process to formulate our business and operational planning for, and our valuation of, any target company or business. While conducting due diligence and assessing a potential acquisition, we may rely on publicly available information, if any, information provided by the relevant target company to the extent such company is willing or able to provide such information and, in some circumstances, third party investigations where certain of our diligence efforts may be delayed or prohibited due to government or practical restrictions.
There can be no assurance that the due diligence undertaken with respect to an acquisition will reveal all relevant facts that may be necessary to evaluate such acquisition including the determination of the price we may pay for an acquisition target or to formulate a business strategy. Furthermore, the information provided during due diligence may be incomplete, inadequate or inaccurate. As part of the due diligence process, we will also make subjective judgments regarding the results of operations, financial condition and prospects of a potential target. If the due diligence investigation fails to correctly identify material issues and liabilities that may be present in a target company or business, or if we consider such material risks to be commercially acceptable relative to the opportunity, and we proceed with an acquisition, we may subsequently incur substantial impairment charges or other losses.
In addition, following any acquisition, we may be subject to significant, previously undisclosed liabilities of the acquired business that were not identified during due diligence and which could contribute to poor operational performance, undermine any attempt to restructure the acquired company or business in line with our business plan and have a material adverse effect on our financial condition and results of operations.
The Fortenova Acquisition represents entry into a new product category and new geographies for us.
The Fortenova Acquisition provides entry into a new product category (ice cream) and new geographies (in Central and Eastern Europe) in which we do not have previous experience. Our ability to successfully realize the benefits and synergies of the Fortenova Acquisition will depend in part upon maintaining and growing the business in this new product category and these new geographies, and integrating the Fortenova Acquisition into our wider business processes, for which we will be reliant upon the current management of the business. Consumer buying habits, preferences, seasonal trends and brand loyalty in these Central and Eastern European markets, among other things, may differ materially from our experience in our prevailing markets. For example, the promotion and advertising strategies used in our existing businesses may not be able to be replicated successfully in these new geographies and/or in the ice cream category. Any failure to maintain the existing market share of the Target Group, or any failure to fully deliver the anticipated benefits of the Fortenova Acquisition (which could result from the factors outlined above or other factors) could have a material adverse effect on our results of operations and financial condition.
Risks Related to Regulations
•We could incur material costs to addressfor violations of, or liabilities under all applicable directives, regulations and laws.
As a producer of food products for human consumption, we are subject to extensive regulation in our Key Markets and other countries in which we operate, •at both a national and European Union level, that governs production, composition, manufacturing, storage, transport, advertising, packaging, quality, labeling, and distribution standards. It is unclear how such existing rules will be impacted as a result of Brexit but there may be changes and further regulations that we must adhere to. Any failure to comply with applicable laws and regulations could subject us to civil remedies, including fines, injunctions, product recalls or asset seizures, as well as potential criminal sanctions.
In addition, our facilities and our suppliers’ facilities are subject to licensing, reporting requirements and official quality controls by numerous governmental authorities. These governmental authorities include European, national and local health, environmental, labor relations, sanitation, building, zoning, and fire and safety departments. Difficulties in obtaining or failure to obtain the necessary licenses or approval could delay or prevent the development, expansion or operation of a given production or warehouse facility. Any changes in those regulations may require us or our suppliers to implement new quality controls and possibly invest in new equipment, which could delay the development of new products and increase our operating costs.
All of our products and production facilities must comply with strict national and international hygiene regulations. Our facilities and our suppliers’ facilities are subject to regular inspection by authorities for compliance with hygiene regulations applicable to the sale, storage and manufacturing of foodstuffs and the traceability of genetically modified organisms, meats and other raw materials. Additionally, in certain jurisdictions, food business operators, including those in the food storage, processing and distribution sectors, are required to trace all food, animal feed, and food-producing animals under their control using registration systems that track the source of the products through the supply chain. Despite the precautions we undertake, should any non-compliance with such regulations be discovered during an inspection or otherwise, authorities may temporarily shut down any of our facilities, demand a product recall and/or levy a fine for such non-compliance.
Our facilities and operations are subject to numerous health, safety and environmental regulations, including local and national laws, and European directives and regulations governing, among other things, water supply and use, water discharges, air emissions, chemical safety, solid and hazardous waste management and disposal, clean-up of contamination, energy use, noise pollution, and workplace health and safety. Health, safety and environmental legislation in Europe and elsewhere has generally become more comprehensive and restrictive and more rigid over time and enforcement has become more stringent. Failure to comply with applicable requirements, or the terms of required permits, can result in penalties or fines, clean-up costs, third party property damage and personal injury claims. In addition, if health, safety and environmental laws and regulations in our Key Markets and the other countries in which we operate or from which we source raw materials and ingredients become more stringent in the future, the extent and timing of investments required to maintain compliance may exceed our budgets or estimates and may limit the availability of funding for other investments.
Furthermore, under some environmental laws, we could be liable for costs incurred in investigating or remediating contamination at properties we own or occupy, even if the contamination was caused by a party unrelated to us or was not caused by us, and even if the activity which caused the contamination was legal at the time it occurred. The discovery of previously unknown contamination, or the imposition of new or more burdensome obligations to investigate or remediate contamination at our properties or at third-party sites, could result in substantial unanticipated costs.
In certain jurisdictions, we are also subject to legislation designed to significantly reduce industrial energy use, water use, carbon dioxide emissions and the emission of ozone depleting compounds more generally. If we fail to meet applicable standards for energy use reduction or are unable to decrease, and in some cases eliminate, certain emissions within the applicable period required by relevant laws and regulations, we could be subject to significant penalties or fines and temporary or long-term disruptions to production at our facilities.
Any failure to comply with any of the applicable directives, regulations and laws as set out in this section could have a material adverse effect on our business, financial condition, reputation and results of operations.
We are subject to complying with a variety of regulatory schemes; failure to comply with applicable rules and regulations could adversely affect our business, results of operations and reputation.schemes.
Our operations are subject to a variety of regulatory schemes which require us to implement processes, procedures and controls to provide reasonable assurance that we are operating in compliance with applicable regulations, including the UK Bribery Act, the Modern Slavery Act 2015, the Foreign Corrupt Practices Act of 1977, the Trade Sanctions and Export Controls and GDPR. In addition, our business, including our ability to operate and continue to expand internationally, could be adversely affected if local and foreign laws or regulations are adopted, interpreted, or implemented in a manner that is inconsistent with our current business practices and that require rapid changes to these practices or our products, services, policies and procedures. If we are not able to adapt our business practices or strategies to changes in laws or regulations, it could subject us to liability, increased costs and reduced product demand. Additionally, the costs of compliance with laws and regulations may increase in the future as a result of changes in interpretation. Failure to comply (or any alleged failure to comply) with the regulations referenced above or any other regulations could result in civil and criminal, monetary and non-monetary penalties, and any such failure or alleged failure (or becoming subject to a regulatory enforcement investigation) could also damage our reputation, disrupt our business, result in loss of customers and cause us to incur significant legal and investigatory fees.
•Changes in the European regulatory environment regarding privacy and data protection regulations could expose us to compliance risks of noncompliance and costs associated with compliance.
On May 25, 2018, the EU’s GDPR became enforceable. The GDPR relates to the collection, use, retention, security, processing and transfer of personally identifiable information of residents of EU countries, and because of our operations in the EU and in the UK, we are subject to these heightened standards. The GDPR created a range of new compliance obligations and imposes significant fines and sanctions for violations. Among other things, the GDPR requires companies to meet stringent requirements regarding the handling of personal data of individuals located in the European Economic Area, or EEA. The GDPR imposes substantial fines for breaches and violations (up to the greater of €20 million or 4% of our annual global revenue). Furthermore, there is significant uncertainty with respect to compliance with privacy and data protection laws and regulations, including the GDPR, because they are continuously evolving and developing and may be interpreted and applied differently from country to country and may create inconsistent or conflicting requirements. Our efforts to comply with privacy and data protection laws in all our markets, including the GDPR, may impose significant costs and challenges that are likely to increase over time. Since January 1, 2021 the GDPR has ceased to have direct effect in the UK but with the implementation of the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 in the UK, this ensures that the UK has in effect the same legal framework for data protection in place as under the GDPR.costs.
Risks Related to Financial Management
•We have risks related to our indebtedness, including our ability to withstand adverse business conditions and to meet our debt service obligations.
Our ability to make payments on and to refinance our indebtedness, and to fund our operations, working capital and capital expenditures, depends on our ability to generate cash. To a certain extent, our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory and other factors, many of which are beyond our control.
We cannot assure you that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us in an amount sufficient to enable us to pay amounts due on our indebtedness or to fund our other liquidity needs.
Additionally, if we incur additional indebtedness in connection with any future acquisitions or development projects or for any other purpose, our debt service obligations could increase. We may need to refinance all or a portion of our indebtedness before maturity. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:
• our financial condition and market conditions at the time;
• restrictions in the agreements governing our indebtedness;
• general economic and capital market conditions;
• the availability of credit from banks or other lenders;
• investor confidence in us; and
• our results of operations.
In addition, a significant part of our indebtedness includes provisions with respect to maintaining and complying with certain financial and operational covenants. Our ability to comply with these covenants may be affected by events beyond our control. A breach of one or more of these covenants could result in an event of default and may give rise to an acceleration of the debt. In the longer term, such breach of covenants could have a material adverse effect on our operations and cash flows.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.risk.
An increase in market interest rates may increase our interest expense arising on our existing and future floating rate indebtedness. Pursuant to the terms of the restated Senior Facilities Agreement as at June 24, 2021, the interest rate paid on indebtedness incurred under our senior loans and revolving credit facility varies based on a fixed margin over a base reference rate. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for operational or strategic purposes, will correspondingly decrease. Pursuant to our interest rate hedging policy, we may enter into interest rate derivatives that may involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.
•Our indebtedness is subject to changes in interest reference ratesrates.
Pursuant to the terms of the restated Senior Facilities Agreement as at June 24, 2021, the interest rate paid on indebtedness incurred under senior loans and our revolving credit facility varies based on a fixed margin over a base reference rate. As a result of the refinancing, fallback language has been included in the restated Senior Facilities Agreement in relation to our revolving credit facility, to include use of risk-free interest rates (RFR) when the existing rates are phased out. The Sterling Overnight Index Average (“SONIA”) has replaced GBP LIBOR and is effective immediately. The Secured Overnight Financing Rate (“SOFR”) will replace U.S. Dollar LIBOR and Swiss Average Rate Overnight (“SARON”) will replace CHF LIBOR.
The restated Senior Facilities Agreement does not include fallback language to address interest rates paid on indebtedness incurred under our Senior U.S. Dollar Loan or Senior Euro Loan. U.S. Dollar LIBOR rates are expected to be phased out between 2021 and 2023, and as such we will need to renegotiate the terms of our Senior Facilities Agreement with our lenders and amend the terms of linked interest rate hedging arrangements. As a result of these changes to underlying interest reference rates, we may be exposed to volatility with regards to interest costs on indebtedness and linked interest rate hedging arrangements. There is currently no indication of the timing of the phase-out of EURIBOR.
•We are exposed to exchange rate risks.
We are exposed to exchange rate risk. Our reporting currency is the Euro. We are exposed to foreign exchange translation risk as we convert the Pound Sterling results of our UK business, the Norwegian Krone of our Norwegian business, Swedish Krona results of our Swedish business and Swiss Franc results of our Swiss business into our reporting currency of Euro. Pursuant to Company foreign exchange hedging policy, we have converted our USD term loan to EUR designated as a cash flow hedge. We are exposed to transactional exchange rate risk as many of our raw material purchases may be denominated in non-functional currencies of the purchasing entity, predominantly U.S.
Dollars and Euro. Company policy is to reduce this risk by using foreign exchange forward contracts that are designated as cash flow hedges. Hedging arrangements are subject to changes in Company policy, may not fully protect us against currency fluctuations and may or not achieve hedge effectiveness. Fluctuations and sustained strengthening of non-functional currencies against the functional currency of the operating entities may materially adversely affect our business, financial condition and results of operations.
Changes to our payment terms with both customers and suppliers may materially adversely affect our operating cash flows.
We may experience significant pressure from our key suppliers to reduce trade payable terms. At the same time, we may experience pressure from our customers to extend trade receivable terms. European and country legislation can also set conditions and restrictions related to payment terms between suppliers and purchasers at different levels of the supply chain, for example, Directive 2019/633 on unfair trading practices in business to business relationships in the agricultural and food supply chain, which was intended to be implemented by Member States by November 1, 2021. Any failure to comply with applicable laws and regulations could subject us to civil remedies, including fines, which could have a material adverse effect on our business, financial condition and results of operations. Any such changes in commercial arrangements regarding trade payable and trade receivable payment terms, as a result of changes in legislation or otherwise, may have a material adverse effect on our business, financial condition and results of operations.
•Dividend payments and purchases made pursuant to announced share repurchase programs may have an impact on our cash flows and our ability to meet our debt service obligations.
We do not currently intend to pay dividends on our ordinary shares. We intend to pay such dividends only at such times, if any, and in such amounts, if any, as the board determines appropriate and in accordance with applicable law, and then only if we receive dividends from our operating subsidiaries. The board from time to time has announced share repurchase programs as set out further in the Financing and Acquisition section below. Our ability to make payments on and to refinance our indebtedness, and to fund our operations, working capital and capital expenditures, depends on cash flows. A significant part of our indebtedness includes provisions with respect to maintaining and complying with certain financial and operational covenants. In the event that we were to pay any dividends or to repurchase shares pursuant to any announced share repurchase programs, such dividends and share repurchases may have an impact on our cash flows and on our ability to make repayments on and refinance our indebtedness and to comply with those financial covenants.
•An impairment of the carrying value of goodwill or other intangible assets could negatively affect our consolidated operating results and net worth.
Goodwill represents amounts arising from acquisitions and is the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. Intangible assets can include computer software, brands, customer relationships and other acquired intangibles as of the acquisition date. Goodwill and other intangibles expected to contribute indefinitely to our cash flows are not amortized but must be evaluated by management at least annually for impairment. If carrying value exceeds its recoverable amount, the intangible is considered impaired and is reduced to fair value via a charge to earnings. Factors outside of our control which could result in an impairment include, but are not limited to: (i) reduced demand for our products; (ii) higher commodity prices; (iii) lower prices for our products or increased marketing as a result of increased competition; and (iv) significant disruptions to our operations as a result of both internal and external events. Should the value of one or more of the acquired intangibles become impaired, our consolidated profit or loss and net assets may be materially adversely affected. As of December 31, 2021, the carrying value of intangible assets totaled €4,555.1 million, of which €2,099.4 million was goodwill and €2,455.7 million represented brands, computer software, customer relationships and other acquired intangibles compared to total assets of €6,170.8 million.
•We are exposed to risks in connection with our treasury and cash management activities.
From time to time we may acquire, various investment securities as part of our cash management and treasury activities. Factors beyond our control can significantly and adversely influence the fair value of our investment securities, including, but not limited to, the risk that the counterparty may not return the funds and that movements in financial, currency or interest rate markets may have an impact on the value of the investment securities. For example, fixed-rate securities are generally subject to decreases in market value when interest rates rise. Additional factors include, but are not limited to, rating agency downgrades of the securities, defaults by the issuer or individual borrowers with respect to the underlying securities, and instability in the credit markets. Any of the foregoing factors could cause other-than-temporary impairment in future periods and result in realized losses. The process for determining
whether impairment is other-than-temporary may require, subjective judgments about the future financial performance of the issuer and any collateral underlying the security in order to assess the probability of receiving all contractual principal and interest payments on the security.
In the ordinary course of treasury activities, whether entering into derivative hedging arrangements, cash account deposits or otherwise, we are exposed to the risk that the financial counterparty with whom we have conducted dealings will not be able to perform the agreed services and as a result may have a material adverse effect on our business, financial condition and results of operation.
We face risks associated with certain pension obligations.
The Company has a mixture of partially funded and unfunded post-employment defined benefit plans in Germany, Sweden, Switzerland and Austria as well as defined benefit indemnity arrangements in Italy and France. Deterioration in the value or lower than expected returns on investments may lead to an increase in our obligation to make contributions to these plans.
The obligations that arise from these plans are calculated using actuarial valuations which are based on assumptions linked to the performance of financial markets, interest rates and legislation which changes over time. Adverse changes to these assumptions will impact the obligations recognized and would lead to higher cash payments in the long term.
Our obligation to make contributions to the pension plans could reduce the cash available for operational and other corporate uses and may have a materially adverse impact on our operations, financial condition and liquidity.
We are exposed to risks related to our financial arrangements with respect to receivables factoring, reverse factoring and supply chain financing.
We may enter into factoring, reverse factoring or supply chain financing arrangements with financial institutions from time to time to sell certain of our accounts receivables from customers without recourse or to otherwise finance aspects of our supply chain. If we were to cease entering into such arrangements, our operating results, financial condition and cash flows could be adversely impacted. However, by entering into these arrangements we are exposed to additional risks. If any of these financial institutions or other counterparties experiences financial difficulties or is otherwise unable to honor the terms of our factoring, reverse factoring or supply chain financing arrangements with them, we may experience material financial losses due to the failure of such arrangements which could have an adverse impact upon our operating results, financial condition and cash flows.
•We are a holding company whose principal source of operating cash is the income received from our subsidiaries.
We are a holding company and rely on the earnings and cash flows of our subsidiaries, which are paid to us by our subsidiaries in the form of dividends and other payments or distributions, to meet our debt service and other obligations, or, if applicable, to pay dividends on our ordinary shares. The ability of our subsidiaries to pay dividends or make other payments or distributions to us will depend on their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization (which may limit the amount of funds available for the payment of dividends and other distributions to us), their constitutional documents, documents governing any existing indebtedness and the covenants of any future outstanding indebtedness that our subsidiaries incur, and other factors which may be outside our control.
•The Founders and/or the Founder Entities may in the future enter into and/or amend related party transactions with us, which may give rise to conflicts of interest between us and some or all of the Founders and/or the Directors.
Our founders, Sir Martin Franklin and Noam Gottesman (the “Founders”) and/or one or more of their affiliates, including Mariposa Acquisition II, LLC and TOMS Acquisition I LLC (the “Founder Entities”) may in the future enter into and/or amend agreements with us that are not currently under contemplation. While we have implemented procedures to ensure we will not enter into any related party transaction without the approval of our Audit Committee, it is possible that the entering into of such an agreement might raise conflicts of interest between us and some or all of the Founders and/or the directors.
General Risk Factors
•We are subject to the risk of disruptions, failures or security breaches of our information technology systems, or those of third parties on which we rely.systems.
We are increasingly dependent upon on our information technology systems for communication among our suppliers, manufacturing plants, distribution functions, headquarters and customers. Our performance depends on the availability of accurate and timely data and other information from key software applications to aid day-to-day business and decision-making processes. We may be adversely affected if our controls designed to manage information technology operational risks fail to contain such risks. If we do not allocate and effectively manage the resources necessary to build and sustain the proper technology infrastructure and to maintain the related automated and manual control processes, we could be subject to adverse effects including billing and collection errors, business disruptions, in particular concerning our manufacturing and logistics functions, issues with or errors in system's maintenance and security and migration of applications to the cloud and security breaches. Any disruption caused by failings in our information technology infrastructure equipment or of communication networks, could delay or otherwise impact our day-to-day business and decision-making processes and negatively impact our performance. In addition, we are reliant on third parties to service parts of our IT infrastructure. Failure on their part to provide good and timely service may have an adverse impact on our information technology network. Furthermore, we do not control the facilities or operations of our suppliers or third parties. An interruption of operations at any of their or our facilities or any failure by them to deliver on their contractual commitments may have a material adverse effect on our business, financial condition and results of operations.
Although our information technology systems are protected through physical and software safeguards, it is difficult to protect against the possibility of damage or breach created by cyber-attacks or other security attacks in every potential circumstance that may arise. In addition, governmental authorities have warned that cybercriminals will take advantage of the uncertainty created by COVID-19 and federal and state mandated quarantines to launch cybersecurity attacks. The risks could include more frequent malicious cybersecurity and fraudulent activities, as well as schemes which attempt to take advantage of employees’ use of various technologies to enable remote work activities. We believe the COVID-19 outbreak has incrementally increased our cyber risk profile, but we are unable to predict the extent or impacts of those risks at this time. As cyber-attacks are increasing in frequency and sophistication, it becomes even more difficult to protect against a breach of our information technology systems. Cybersecurity incidents that impact the availability, reliability, speed, accuracy, or other proper functioning of these information technology systems could have a significant impact on our operations. If we are unable to prevent physical and electronic break-ins, cyber-attacks and other information security breaches, we may suffer financial and reputational damage, be subject to litigation or incur remediation costs or penalties because of the unauthorized disclosure of confidential information belonging to us or to our customers, suppliers or employees. The mishandling or inappropriate disclosure of non-public sensitive or protected information could lead to the loss of intellectual property, negatively impact planned corporate transactions or damage our reputation and brand image. Misuse, leakage or falsification of legally protected information could also result in a violation of data privacy laws and regulations and have a negative impact on our reputation, business, financial condition and results of operations.
•Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results.
Generally accepted accounting principles and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business, including but not limited to revenue recognition, leases, estimating valuation allowances and accrued liabilities (including allowances for returns, doubtful accounts and obsolete and damaged inventory), accounting for income taxes, valuation of long-lived and intangible assets and goodwill, stock-based compensation and loss contingencies, are highly complex and involve many subjective assumptions, estimates and judgments by our management. Changes in these rules or their interpretation or changes in underlying assumptions, estimates or judgments by our management could significantly change our reported or expected financial performance, and could have a material adverse effect on our business.
Management continues to assess new accounting pronouncements and their impact on the Company prior to their adoption dates.
We may incur liabilities that are not covered by insurance.
While we seek to maintain appropriate levels of insurance, not all claims are insurable, and we may experience major incidents of a nature that are not covered by insurance. Our insurance policies cover, among other things, employee-related accidents and injuries, property damage and liability deriving from our activities. In particular, our Lowestoft and Bremerhaven manufacturing facilities are situated in regions that have historically been affected by flooding. We may not be able to obtain flood insurance on reasonable terms or at all with respect to those facilities. We maintain an amount of insurance protection that we believe is adequate, but there can be no assurance that such insurance will continue to be available on acceptable terms or that our insurance coverage will be sufficient or effective under all circumstances and against all liabilities to which we may be subject. We could, for example, be subject to substantial claims for damages upon the occurrence of several events within one calendar year. In addition, our insurance costs may increase over time in response to any negative development in our claims history or due to material price increases in the insurance market in general.
•If we fail to or are unable to implement and maintain effective internal controls over financial reporting, the accuracy and timeliness of our financial reporting may be adversely affected.
We are subject to reporting obligations under U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act of 2002, has adopted rules requiring every public company to include a report of management on the effectiveness of such company's internal control over financial reporting in its annual report. In addition, an independent registered public accounting firm must issue an attestation report on the effectiveness of the company's internal control over financial reporting.
We recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. If we fail to maintain effective internal control over financial reporting in the future, we and our independent registered public accounting firm may not be able to conclude that we have effective internal control over financial reporting at a reasonable assurance level. This could in turn result in the loss of investor confidence in the reliability of our financial statements. Furthermore, we have incurred and anticipate that we will continue to incur considerable costs and use significant management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act. If we are not able to continue to meet the requirements of Section 404 in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by the SEC, the NYSE or other regulatory authorities. Any such action could adversely affect the accuracy and timeliness of our financial reporting.
Risks Related to our Ordinary Shares
We have various•Outstanding equity instruments outstanding that wouldaward grants under our LTIP could require us to issue additional ordinary shares. Therefore, you may experience significant dilution of your ownership interests and the future issuance of additional ordinary shares, or the anticipation of such issuances, could have an adverse effect on our share price.
We currently have various equity instruments outstanding that would require us to issue additional ordinary shares for no or a fixed amount of additional consideration. Specifically, as of February 17, 2022, we had outstanding the following:
•1,500,000 Founder Preferred Shares held by the Founder Entities, which are controlled by the Founders. The preferred shares held by the Founder Entities (the “Founder Preferred Shares”) will automatically convert into ordinary shares on a one for one basis (subject to adjustment in accordance with our Memorandum and Articles of Association) on December 31, 2022 and some or all of them may be converted following written request from the holder; and
•4,558,487 equity awards that have either been issued to participants or been granted and are outstanding under the LTIP, which may be converted into ordinary shares subject, in most cases, to meeting certain performance conditions.
We currently have 11,181,376 ordinary shares currently available for issuance under our LTIP.
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 payment of the Founder Preferred Shares Annual Dividend Amount became mandatory after January 1, 2015 if certain share price performance conditions are met for any given year. At our discretion, we may settle the Founder Preferred Shares Annual Dividend Amount by issuing shares or by cash payment, but we intend to equity settle. For the year ended December 31, 2021, no Founder Preferred Shares Annual Dividend Amount was payable pursuant to the terms of the Founder Preferred Shares. In 2022, the Founder Preferred Shares Annual Dividend Amount will be calculated based upon the volume weighted average share price for the last ten trading days of the financial year and the resulting appreciated average share price compared to the highest price previously used in calculating the Founder Preferred Shares Annual Dividend Amount, which was the previously achieved 2020 Dividend Price of $25.2127. The issuance of ordinary shares pursuant to the terms of the Founder Preferred Shares will reduce (by the applicable proportion) the percentage shareholdings of those shareholders holding ordinary shares prior to such issuance which may reduce your net return on your investment in our ordinary shares.
Our ordinary share price may be volatile, and as a result, you could lose a significant portion or all of your investment.
The market price of the ordinary shares on the NYSE may fluctuate as a result of several factors, including the following:
•variations in our quarterly operating results;volatile.
•volatility in our industry, the industries of our customers and suppliers and the global securities markets;
•risks relating to our business and industry, including those discussed above;
•strategic actions by us or our competitors;
•reputational damage from unsafe or poor-quality food products;
•actual or expected changes in our growth rates or our competitors’ growth rates;
•investor perception of us, the industry in which we operate, the investment opportunity associated with the ordinary shares and our future performance;
•addition or departure of our executive officers;
•changes in financial estimates or publication of research reports by analysts regarding our ordinary shares, other comparable companies or our industry generally;
•trading volume of our ordinary shares;
•future issuances or purchases of our ordinary shares by us or our shareholders;
•domestic and international economic, legal and regulatory factors unrelated to our performance; or
•the release or expiration of lock-up or other transfer restrictions on our outstanding ordinary shares.
Furthermore, the stock markets often experience significant price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions or interest rate changes may cause the market price of ordinary shares to decline.
If securitiesSecurities or industry analysts domay not publish or may cease publishing research reports about us, if they adversely change their recommendations regarding our ordinary shares or if our operating results do not meet their expectations, the price of our ordinary shares could decline.us.
The trading market for our ordinary shares will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. Securities and industry analysts currently publish limited research on us. If there is limited or no securities or industry analyst coverage of our company, the market price and trading volume of our ordinary shares would likely be negatively impacted. Moreover, if any of the analysts who may cover us downgrade our ordinary shares, provide more favorable relative recommendations about our competitors or if our operating results or prospects do not meet their expectations, the market price of our ordinary shares could decline. If any of the analysts who may cover us were to cease coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.
•As a foreign private issuer, we are subject to different U.S. securities laws and NYSE governance standards than domestic U.S. issuers, which may afford less protection to holders of our ordinary shares.
As a foreign private issuer, the rules governing the information that we disclose differ from those governing U.S. corporations pursuant to the Exchange Act. Although we report quarterly financial results and certain material events, we are not required to file quarterly reports on Form 10-Q or provide current reports on Form 8-K disclosing significant events within four days of their occurrence and our quarterly or current reports may contain less information than required for domestic issuers. In addition, we are exempt from the SEC’s proxy rules, and proxy statements that we distribute will not be subject to review by the SEC. Our exemption from Section 16 rules regarding sales of ordinary shares by insiders means that you will have less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act. As a result, you may not have all the data that you are accustomed to having when making investment decisions with respect to U.S. public companies.standards.
As a foreign private issuer, we are exempt from complying with certain corporate governance requirements of the NYSE applicable to a U.S. issuer, including the requirement that a majority of our board of directors consist of independent directors. As the corporate governance standards applicable to us are different than those applicable to domestic U.S. issuers, you may not have the same protections afforded under U.S. law and the NYSE rules as shareholders of companies that do not have such exemptions. See •Item 16G: Corporate Governance.
We may lose our foreign private issuer status in the future, which could result in significant additional costs andfuture.
expenses.
We could cease to be a foreign private issuer if a majority of our outstanding voting securities are directly or indirectly held of record by U.S. residents and we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher than costs we incur as a foreign private issuer, which could have a material adverse effect on our business and financial results.
The rights of shareholders under British Virgin Islands law differ from those under United States law, you
may have fewer protections as a shareholder.law.
Our corporate affairs are governed by our Memorandum and Articles of Association, the BVI Business Companies Act, 2004 (as amended, the “BVI Act”) and the common law of the British Virgin Islands. The rights of shareholders to take legal action against our directors, actions by minority shareholders and the fiduciary responsibilities of our directors under British Virgin Islands law are to a large extent governed by the common law of the British Virgin Islands and by the BVI Act. The common law of the British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the British Virgin Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under British Virgin Islands law are not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the British Virgin Islands has a less developed body of securities laws as compared to the United States, and some states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law. As a result of the foregoing, holders of our ordinary shares may have more difficulty in protecting their interests through actions against our management, directors or major shareholders than they would as shareholders of a U.S. company. See •Item 16G: Corporate Governance.
The laws of the British Virgin Islands provide limited protection for minority shareholders. Minority shareholders
will have limited or no recourse if they are dissatisfied with the conduct of our affairs
Under the laws of the British Virgin Islands, there is limited statutory law for the protection of minority shareholders other than the provisions of the BVI Act dealing with shareholder remedies (as summarized under •Item 16G: Corporate Governance). The principal protection under statutory law is that shareholders may bring an action to enforce the constituent documents of the Company and are entitled to have the affairs of the Company conducted in accordance with the BVI Act and the memorandum and articles of association of the Company. As such, if those who control the Company have persistently disregarded the requirements of the BVI Act or the provisions of the Company’s memorandum and articles of association, then the courts will likely grant relief. Generally, the areas in which the courts will intervene are the following: (i) an act complained of which is outside the scope of the authorized business or is illegal or not capable of ratification by the majority; (ii) acts that constitute fraud on the minority where the wrongdoers control the Company; (iii) acts that infringe on the personal rights of the shareholders, such as the right to vote; and (iv) acts where the Company has not complied with provisions requiring approval of a special or extraordinary majority of shareholders, which are more limited than the rights afforded minority shareholders under the laws of many states in the United States.
To the extent allowed by law, the rights and obligations among or between us, any of our current or former directors, officers and employees and any current or former shareholder will be governed exclusively by the laws of the British Virgin Islands and subject to the jurisdiction of the British Virgin Islands courts, unless those rights or obligations do not relate to or arise out of their capacities as such. Although there is doubt as to whether United States courts would enforce these provisions in an action brought in the United States under United States securities laws, these provisions could make judgments obtained outside of the British Virgin Islands more difficult to enforce against our assets in the British Virgin Islands or jurisdictions that would apply British Virgin Islands law.
British Virgin Islands companies may not be able to initiate shareholder derivative actions, thereby deprivingactions.
shareholders of one avenue to protect their interests
British Virgin Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. The circumstances in which any such an action may be brought, and the procedures and defenses that may be available in respect of any such action, may result in the rights of shareholders of a British Virgin Islands company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The British Virgin Islands courts are also unlikely to recognize or enforce judgments of courts in the United States based on certain liability provisions of United States securities law or to impose liabilities, in original actions brought in the British Virgin Islands, based on certain liability provisions of the United States securities laws that are penal in nature. There is no statutory recognition in the British Virgin Islands of judgments obtained in the United States, although the courts of the British Virgin Islands will generally recognize and enforce the non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. This means that even if shareholders were to sue us successfully, they may not be able to recover anything to make up for the losses suffered.
•Shareholders may experience a dilution of their percentage ownership if we make non-pre-emptive offers of ordinary shares in the future.ownership.
We have opted-out of statutory pre-emptive rights pursuant to the terms of our Memorandum and Articles of Association. No pre-emption rights therefore exist in respect of future issuance of ordinary shares whether or not for cash. Should we decide to offer additional ordinary shares on a non-pre-emptive basis in the future, this could dilute the interests of shareholders and/or have an adverse effect on the market price of the ordinary shares.
Risks Related to Taxation
•Changes in tax law and practice may reduce any net returns for shareholders.
•Failure to maintain our tax status may negatively affect our financial and operating results and shareholders.
•Disputes with tax authorities may give rise to unforeseen adjustments.
•If any dividend is declared in the future and paid in a foreign currency, U.S. holders may be taxed on a larger amount in U.S. Dollars than the U.S. Dollar amount actually received.
ii. Details of our Risk Factors
Risks Related to Our Business and Industry
We operate in a highly competitive market and our failure to compete effectively could adversely affect our results of operations.
The market for frozen food is highly competitive, and further consolidation in the industry would likely increase competition. Our competitors include retailers who promote private label products and well-established branded producers that operate on both a national and an international basis across single or multiple frozen food categories. We also face competition more generally from chilled food, distributors and retailers of fresh products, baked goods and ready-made meals. We may not successfully compete with our existing competitors and new competitors may enter the market. Discounters are supermarket retailers which offer a narrow range of food and grocery products at discounted prices and which typically focus more on non-branded rather than branded products. As we enter into a period
of high inflation, shoppers may move to other channels such as discounters. A continued increase in discounter sales may adversely affect the sales of our branded products. Market dynamics continue to evolve and growth rates might change by channel and over time. For example, during the COVID-19 pandemic we saw a shift in consumer behavior to online shopping. The growth in eCommerce has encouraged the entry of new competitors and business models, intensifying competition in the food industry.
In addition, it is difficult to accurately predict the pricing or promotional actions of our competitors or their effect on consumer perceptions or the success of our own advertising and promotional efforts, particularly during the current period of high inflation. Our competitors develop and launch products targeted to compete directly with our products. In order to effectively compete, our products must provide higher value and/or quality than alternatives,
particularly during periods of economic uncertainty and rising prices. If not, consumers may be more likely to
purchase private label products over ours. Our retail customers, most of which promote their own private label products, control the shelf space allocations within their stores and they may allocate more shelf space to private label products or to our branded competitors’ products in accordance with their respective promotional or pricing strategies. Decreases in shelf space allocated to our products, increases in competitor promotional activity, aggressive marketing strategies by competitors, changes to the strategies deployed by retailers or other factors may require us to reduce our prices or invest greater amounts in advertising and promotion of our products to ensure our products remain competitive.
Furthermore, some of our competitors may have substantially greater financial, marketing and other resources than we have. This creates competitive pressures that could cause us to lose market share or require us to lower prices, increase advertising expenditures or increase the use of discounting or promotional campaigns. These competitive factors may also restrict our ability to increase prices, including in response to commodity and other cost increases. If we are unable to continue to respond effectively to these and other competitive pressures, our customers may reduce orders of our products, may insist on prices that erode our margins or may allocate less shelf space and fewer displays for our products. These or other developments could materially and adversely affect our sales volumes and margins and result in a decrease in our operating results, which could have a material adverse effect on our business and financial condition.
Sales of our products are subject to changing consumer preferences and trends; if we do not correctly anticipate such changes, our sales and profitability may decline.
There are a number of trends in consumer preferences which have an impact on us and the frozen food industry as a whole. These include, among others, preferences for speed, convenience and ease of food preparation; natural, nutritious and well-proportioned meals; products that are sustainably sourced and produced and are otherwise environmentally friendly and the recent trend towards meat substitutes. Concerns as to the health impacts and nutritional value of certain foods may increasingly result in food producers being encouraged or required to produce products with reduced levels of salt, sugar and fat and to eliminate trans-fatty acids and certain other ingredients, including gluten and animal products. Consumer preferences are also shaped by concern over waste reduction, the level of processing of certain products and the environmental impact of products.
The success of our business depends on both the continued appeal of our products and, given the varied backgrounds and tastes of our customer base, our ability to offer a sufficient range of products to satisfy a broad spectrum of preferences. Any shift in consumer preferences in the UK, Italy, Germany, France, Sweden or Austria (the “Key Markets”) could have a material adverse effect on our business.
Our competitiveness depends on our ability to predict and quickly adapt to consumer preferences and trends and to exploit profitable opportunities for product development without alienating our existing consumer base or focusing excessive resources or attention on unprofitable or short-lived trends. All of these efforts require significant
research and development and marketing investments. If we are unable to respond on a timely and appropriate basis to changes in demand or consumer preferences and trends, our sales volumes and margins could be materially adversely affected.
Activist groups have in the past, and may in the future, use pressure tactics to influence our decisions regarding commodities, raw materials and supply chains based on their stances regarding, for example, inhumane treatment of animals and deforestation by our suppliers. These groups may be able to coordinate their actions with other groups, threaten strikes or boycotts or enlist the support of well-known persons or organizations in order to increase the pressure on us to achieve their stated aims. In the future, these actions or the threat of these actions may force us to change our business practices or pricing policies, which may have a material adverse effect on our business, results of operations and financial condition.
Our future results and competitive position are dependent on the successful development of new products and improvement of existing products.
We aim to introduce new products and re-launch and extend existing product lines on a timely basis in order to counteract obsolescence and decreases in sales of existing products as well as to increase overall sales of our products. The launch and success of new or modified products are inherently uncertain, especially as to the products’ appeal to consumers, and there can be no assurance as to our continuing ability to develop and launch successful new products or variations of existing products. The failure to launch a product successfully can give rise to inventory write-offs and other costs, can affect consumer perception of our other products and can lead to erosion of brand equity. Market factors and the need to develop and provide modified or alternative products may also increase costs. In addition, launching new or modified products can result in cannibalization of sales of our existing products if consumers purchase the new product in place of our existing products. If we are unsuccessful in developing new products in response to changing consumer demands or preferences in an efficient and economical manner, or if our competitors respond more effectively than we do, demand for our products may decrease, which could materially and adversely affect our business, financial condition and results of operations.
The ongoing conflict between Ukraine and Russia and the wider geopolitical impact of the conflict could materially and adversely affect our business.
On February 24, 2022, Russian forces invaded Ukraine. While we do not have any direct operations or sales in either Russia or Ukraine, these countries are responsible for many commonly used raw materials and resources used in, or in the manufacturing of, our products such as some species of fish, edible oils (such as sunflower oil), wheat and energy. The ongoing conflict in the Ukraine, and the imposition of economic sanctions and additional tariffs could result in considerable reductions in the availability or increase the cost of such raw materials and resources. In particular, both before and following the invasion, the U.S., the EU and the UK have imposed economic sanctions and tariffs on Russia. It is not clear to what extent such sanctions and tariffs could continue to proliferate and increase, what raw materials and resources may be affected, nor for how long they will be in place. At present, there are no sanctions in place affecting any of the raw materials we buy. Our inability, and the inability of our suppliers, to source certain raw materials, particularly fish, and provide certain products to customers and consumers could materially and adversely affect our business. In addition, sanctions and tariffs are intended to and will have an impact on international trade and the global economy. Further steps that might be taken in response to the crisis and their consequences are unknown but could include further sanctions, tariffs, embargoes, regional instability, adverse effects on macroeconomic conditions and adverse effects on exchange rates and financial markets.
Should there be additional sanctions, tariffs or restrictions on the supply of fish from Russian waters that impact our supply chain or specific products, it would not be possible to replace entirely the required volumes of MSC certified fish in the short-to-medium term. Furthermore, should there be a reduction in availability we may also face higher costs for the raw materials and resources available. In anticipation of that possibility, we are continually seeking clarity from governments on the issue and diversifying our supply sources for raw materials and resources. For example, we have begun diversifying our fish supply by looking into alternative species and product formats. However, these efforts are subject to negotiation of acceptable contractual terms, availability of alternative species at comparable prices and the conformity of any alternatives to our standards. Where additional sanctions or tariffs are being considered, we are asking for a realistic transition period, similar to that of the approach being taken by countries phasing out Russian oil and gas supplies. There is no guarantee that any such transition period will be provided.
Russia and Ukraine are key suppliers of sunflower oil. We have seen sharp inflation in the price of edible oils as availability became a concern. Sunflower oil is used in some of the Company's products and in anticipation of availability constraints we have altered recipes to allow for the use of alternative oils. Global producers have also responded by moving to alternatives to address longer term supply issues.
Our factories in Europe use energy for which a proportion is sourced from Russia. If sanctions, tariffs or restrictions were to be implemented by Russia or the EU on the use of such resources this could materially and adversely affect our business.
Additionally, the invasion of Ukraine by Russian forces could impact many of the other risk factors listed in these Risk Factors. In particular, but not limited to, the conflict could have an effect on our profitability, fluctuations on our future borrowings, fluctuations on the foreign currency market, the cost of borrowings, the creditworthiness of our customers and our suppliers, the laws and regulations affecting our business and the carrying value of goodwill and other assets in our business. The conflict is ongoing and as such the related sanctions, potential government actions and economic impact remain uncertain. At this time it is not possible to predict the extent or nature of these impacts on our business although we expect the current conflict to continue for some time. Any change or movement in any of the elements listed in this section could materially and adversely affect our business.
We may not be able to increase prices to fully offset inflationary pressures on costs for materials or other inputs.
The food industry is currently experiencing a period of sustained high inflation, which has been caused by a number of factors including the COVID-19 pandemic, the conflict in Ukraine and labor shortages. Our ability to pass through increases in the prices of raw materials, energy, packaging or freight and logistics costs to our customers depends, among others, on prevailing competitive conditions and pricing methods in the markets in which we operate, and we may not be able to pass through such price increases to our customers. Even if we are able to pass through increases in prices, there is typically a time lag between cost increases impacting our business and implementation of product price increases during which time our profit margin may be negatively impacted. Recovery of cost inflation, driven by both commodity cost increases or changes in the foreign exchange rate of the currency the commodity is denominated in, can also lead to disparities in retailers’ shelf-prices between different brands which can result in a competitive disadvantage and volume decline. During our negotiations to increase our prices to recover cost increases, customers may take actions which exacerbate the impact of such cost increases, for example by ceasing to offer our products or deferring orders until negotiations have ended. Our inability to pass through price increases in raw materials, energy, packaging or freight and logistics and preserve our profit margins in the future could materially adversely affect our business, financial condition and results of operations.
Pandemics and other contagious outbreaks and government actions in response thereto could have a material adverse impact on our business, results of operations and financial condition.
The ultimate impact that a pandemic, such as COVID-19, or other contagious outbreaks will have on our business, results of operations and financial condition is uncertain. Restrictions, and future prevention and mitigation measures, as a result of the COVID-19 pandemic, have had and are continuing to have, an adverse impact on global economic conditions.
Currently, with the COVID-19 pandemic, exacerbated by the conflict in Ukraine and labor shortages, we continue to experience increased inflationary and availability pressure on raw materials. If our suppliers, co-manufacturers, distributors or transportation and logistics providers are also subject to such inflationary and availability pressures, and we are unable to access alternatives, or to access alternatives on commercially reasonable terms, this could negatively impact our market share, our ability to increase revenue, cause harm to our reputation and have a material adverse impact on our operating results.
We operate production space in facilities across Europe. While we have not experienced any significant disruptions to our facilities, we could, in the future, be forced to close our facilities or reduce operations due to government responses to the pandemic or employee illness or health concerns, including as a result of sustained periods of employees working from home. If a significant percentage of our workforce is unable to work, including because of illness or travel or government restrictions in connection with COVID-19, or any other pandemic or contagious outbreak, or if we are required to shut down one or more of our facilities, this could have a material adverse effect on our revenue, operations and results of operations.
The extent of COVID-19’s effect on our operational and financial performance will depend on future developments, including the duration, spread, seasonality and intensity of further outbreaks, the emergence of new variants of the virus, the availability and effectiveness of vaccines and government responses to the pandemic (including any further lockdowns, mandatory social distancing or other restrictive measures), all of which are uncertain and difficult to predict considering the rapidly evolving landscape. If the COVID-19 pandemic continues to evolve in such a way that its effects are likely to continue for a longer period than currently envisaged, the disease could exacerbate other risks we face, and also have a material adverse effect on our business, results of operations, financial condition and cash flows and adversely impact the trading price of our ordinary shares. Examples of trends which are in part the result of COVID-19
restrictions include, supply chain pressures and delays as a result of localized lockdowns in China, increases in the cost of energy and raw materials, shortage of labor across Europe, and shortages of commercial truck drivers. A substantial supply of our fish is processed in China, and as such, the lockdowns in China could have a material impact on our business if they are increased or continue for a longer period than currently anticipated.
We are subject to the ongoing negotiations and implementation of the exit of the UK from the EU.
Since January 1, 2021, the UK has been trading as an independent country outside of the European Union following the UK electorate voting in favor of leaving the European Union (commonly referred to as “Brexit”) on June 23, 2016 and the conclusion of a new trading agreement between the European Union and the UK which was entered into on December 24, 2020. This means that new regulations are in place governing the import and export of goods between the UK and the European Union from this date which places a greater cost and administrative burden on us, for example by requiring veterinary certificates for exporting products of animal origin from the UK to the European Union. There are also additional regulations in place governing tariffs for products of non-EU origin when they are exported across the border from the UK to the European Union which also can place a greater cost and administrative burden on us. At some point to be determined in 2024, veterinary certificates will additionally be required for importing products from the European Union to the UK (delayed from July 1, 2022) and negotiations continue over the ongoing trade relationship with Europe, for example, the ongoing negotiations in relation to the Northern Ireland Protocol, which could lead to further changes which could lead to increased tariffs, packaging changes and a greater cost and administrative burden on us. The UK government may implement additional regulations governing trade movement into and out of the UK which could have a negative impact on our business and results of operations.
For the year ended December 31, 2022, 27% of our revenue was derived from the UK, with production both in the UK and through imports from the EU. In addition, our manufacturing facilities in the UK export to EU countries. Furthermore, we have employees in both the UK and other European countries. As a result of Brexit, we may experience adverse impacts on profitability in the UK and other markets. The new Brexit administration requirements could mean that the UK suffers as a result of losing commercially favorable access to the EU single market, or specific countries in the EU, resulting in a negative impact on the general and economic conditions in the UK and the EU which could in turn have a negative impact on our business and results of operations. Future changes may occur in regulations that we are required to comply with as well as amendments to treaties governing but not limited to tax, duties and tariffs. which could adversely impact our operations and require us to modify our financial and supply arrangements. To avoid such impacts, we may have to restructure or relocate some or all of our operations which would be costly and negatively impact our profitability, cash flow and financial condition.
We are exposed to macroeconomic and other trends that could adversely impact our operations in our Key Markets.
We conduct operations in our Key Markets from which approximately 70% of our revenue was generated during the year ended December 31, 2022. We are particularly influenced by economic developments and changes in consumer habits in those countries.
The geographic markets in which we compete have been affected by negative macroeconomic trends which have affected consumer confidence. For example, inflation and the COVID-19 pandemic have created political and economic uncertainty both in the UK and the other geographies in which we operate. Additionally, the continuing conflict in Ukraine will also affect different geographies in different ways depending on their reliance or otherwise on products of Russian origin. A deterioration in economic conditions could result in increased inflationary pressure, increased unemployment rates, increased short and long-term interest rates, consumer and commercial bankruptcy filings, a decline in the strength of national and local economies, and other results that negatively impact household incomes. This can result in changes to consumers purchasing habits, for example by purchasing more promoted products, purchasing cheaper private label products instead of equivalent branded products, switching to cheaper proteins and switching to discounter stores. Such macroeconomic trends could, among other things, negatively impact global demand for branded and premium food products, which could result in a reduction of sales or pressure on margins of our branded products or cause an increasing transfer to lower priced product categories.
We may not be able to source raw materials or other inputs of an acceptable type or quality.
We use significant quantities of food ingredients and packaging materials and are therefore vulnerable to fluctuations in the availability and price of such food ingredients, packaging materials and other supplies. In particular, raw materials have historically represented a significant portion of our cost of sales, and accordingly, adverse changes in raw material prices have in the past and may in the future, negatively impact our results of operations.
Specifically, the availability and the price of fish, vegetables and other agricultural commodities, including poultry and meat, can be volatile. The current conflict in Ukraine is also causing changes in the global supply chain with fish, poultry, energy, fuel, edible oils, wheat, vegetables and packaging materials affected among others. We are also affected by the availability of quality raw materials, most notably fish, which can be impacted by the fishing and agricultural policies of the UK, European Union and other countries including national or international quotas that can limit volume of raw materials.
General economic conditions, economic sanctions due to regional conflict, unanticipated demand, problems in manufacturing or distribution, natural disasters, weather conditions during the growing and harvesting seasons, farmers choosing to grow different crops due to changing economic conditions and commodity prices, plant, fish and livestock diseases, the availability of sustainably sourced raw materials, or national or international quarantines can all also adversely affect availability and prices of commodities in the long and short term.
While we attempt to negotiate fixed prices for certain materials with our suppliers for periods ranging from one month to a full year, we cannot guarantee that our strategy will be successful in managing input costs if prices increase for extended periods of time. Additionally, by entering fixed price agreements we may potentially be limiting our ability to benefit from possible price decreases. Moreover, there is no market for hedging against price volatility for certain raw materials and accordingly such materials are bought at the spot rate in the market.
Our ability to avoid the adverse effects of a pronounced, sustained price increase in raw materials is limited. Any increases in prices or scarcity of ingredients or packaging materials required for our products could increase our costs and disrupt our operations. If the availability of any of our inputs is constrained for any reason, we may not be able to obtain sufficient supplies or supplies of a suitable quality on favorable terms or at all. Such shortages could materially adversely affect our market share, business, financial condition and results of operations.
We rely on sales to a limited number of large food retailers and should they perform poorly or the buying power of these large retailers increase, our business could be adversely affected.
Our retail customers include supermarkets and large chain food retailers. Throughout our markets, the food retail segments are highly concentrated. For the year ended December 31, 2022, our top 10 retail customers accounted for 34% of revenue. In recent years, the major multiple (multi-channel) retailers in Key Markets have increased their share of the grocery market and price competition between retailers has intensified. The strength of the major multiple retailers’ bargaining position gives them significant leverage over their suppliers in negotiating pricing, product specification and the level of supplier participation in promotional campaigns and offers, which can reduce our margins. International alliances among retailers continue to become stronger, and the trend for consolidation in Europe at a local level and across borders is ongoing. Further consolidation among the major multiple retailers or disproportionate growth in relation to their competitors could increase their relative negotiating power and allow them to force a negative shift in our trade terms. Our results of operations could also be adversely affected if these retailers suffer a significant deterioration in sales performance, if we are required to reduce our prices or increase our promotional spending activity as a consequence, if we lose business from a major retail customer or if our relationship with a major retail customer deteriorates.
Our retail customers also offer private label products that compete directly with our products for retail shelf space and consumer purchases. Private label products typically have higher margins for retailers than other branded products. Accordingly, there is a risk that our retail customers may give higher priority to private label products or the branded products of our competitors as a result of a change in pricing strategy or a change in economic conditions which would adversely affect sales of our products. Our major multiple retail customers are also expanding into non-food product lines in their stores, thereby exerting pressure on available shelf space for other categories including our products. We may be unable to adequately respond to these trends and, as a result, the volume of our sales may decrease, or we may need to lower the prices of our products.
As is typical in our industry, sales to our retail customers in our markets are made on a daily demand basis. We generally do not have long-term contractual commitments to supply such customers and must renegotiate supply and pricing terms of our products on a regular basis. Customarily, trade terms are renegotiated annually or more frequently in periods of high inflation. It is not always the case that our retail customers accept more frequent negotiations of price increases nor the amount of them. In addition, ad hoc changes are often made on an informal basis, such as by email, to reflect discounts and promotional arrangements. Amounts paid can be subject to end of period reconciliations to reflect these informal arrangements. In some cases, our retail customers seek to claim reimbursement for informal discount arrangements going back multiple periods. In addition, we do not have written contractual arrangements with a number of our other retail customers. Most of our retail customer relationships or arrangements could be terminated or renegotiated at any time and, in some cases, without reasonable notice.
Our business is subject to the risks of non-payment and non-performance by our retail customers. We manage our exposure to credit risk through credit analysis and monitoring procedures, and sometimes use letters of credit, prepayments and guarantees. However, these procedures and policies cannot fully eliminate retail customer credit risk, and to the extent our policies and procedures prove to be inadequate, it could negatively affect our financial condition and results of operations. In addition, some of our retail customers may be highly leveraged and subject to their own operating and regulatory risks and, even if our credit review and analysis mechanisms work properly, we may experience financial losses in our dealings with such parties. Any future financial market disruptions or tightening of the credit markets could result in some of our retail customers experiencing a significant decline in profits and/or reduced liquidity. A significant adverse change in the financial position of a retail customer could require us to assume greater credit risk relating to that retail customer and could limit our ability to collect receivables. We do not maintain credit insurance to insure against retail customer credit risk.
Any of the above risk factors in relation to our retail customers could have a material adverse effect on our business, financial condition and results of operations.
We may be subject to increased distribution costs or disruption of transportation services.
We are dependent on third parties for almost all of our transportation and distribution requirements and distribution costs have historically fluctuated significantly over time. Increases in such costs could result in reduced profits. In addition, certain factors affecting distribution costs are controlled by our third-party carriers. To the extent that the market price for fuel or freight or the number or availability of carriers fluctuates, our distribution costs could be affected. Furthermore, temporary or long-term disruption of transportation services due to weather-related problems, impacts of COVID-19, increased energy and fuel costs as a result of the conflict in Ukraine, strikes or other events could impair our ability to supply products affordably and in a timely manner or at all. Failure to receive our raw materials or to deliver our food products promptly could also result in inventory spoilage. These factors could impact our commercial reputation and result in our customers reducing their orders or ceasing to order our products. We require the use of refrigerated vehicles to ship our products and such distribution costs represent an important element of our cost structure. If we change the transportation services we use, we could face logistical difficulties that could delay deliveries, and we could incur costs and expend resources in connection with such change. Any increases in the cost of transportation, energy or fuel, and any disruption in transportation, including the availability of suitable transportation (including the availability of suitable refrigerated transport, freight containers or lorry drivers), could have a material adverse effect on our business, financial condition and results of operations.
Failure to protect our brand names and trademarks could materially affect our business.
Our principal brand names and trademarks (including but not limited to Birds Eye, iglo, Findus, Aunt Bessie's, Goodfella's, Ledo and Frikom) are key assets of our business and our success depends upon our ability to protect our intellectual property rights. We rely upon trademark and other intellectual property laws to establish and protect our intellectual property rights but cannot be certain that the actions we have taken or will take in the future will be adequate to prevent violation of our proprietary rights. Litigation may be necessary to enforce our trademark or proprietary rights. In addition, the Birds Eye brand, which we use in the UK, is used by other producers in the United States and Australia. Even though the brands have different logos, adverse publicity from such other markets may negatively impact the perception of our brands in our respective markets. Adverse publicity, legal action or other factors could lead to substantial erosion in the value of our brands, which could lead to decreased consumer demand and could have a material adverse effect on our business, financial condition and results of operations.
There is also a risk that other parties may have intellectual property rights covering some of our brands, products or technology. If any third parties bring a claim of intellectual property infringement against us, we may be subject to costly and time-consuming litigation, diverting the attention of management and our employees. If we are unsuccessful in defending against such claims, we may be subject to, among other things, significant damages, injunctions against development and sale of certain products, or we may be required to enter into costly licensing agreements, any of which could have an adverse impact on our business, financial condition, and results of operations.
Our business is dependent on third-party suppliers.
We outsource some of our business functions to third-party suppliers, such as the processing and supply of certain vegetables and other products, the manufacturing of certain products and packaging materials and distribution of our products. Our suppliers are subject to their own unique operational and financial risks, which are out of our control. Our suppliers may fail to meet timelines or contractual obligations or fail to provide us with sufficient products or services, which may adversely affect our business. For example, if a third-party supplier is impacted by increased costs or unavailability of energy and raw materials as a result of the conflict in Ukraine or COVID-19, or is prevented from supplying as a result of changes in the international sanctions or customs regimes, this could negatively affect the price and availability of our ingredients, products and/or packaging materials and may adversely impact our supply chain and operations. Moreover, there may be delays or shortages in procuring alternative suppliers, co-manufacturing capacity, or distribution capability.
Certain of our contracts with key suppliers, such as for the raw materials we use in our products, are short term, can be terminated by the supplier upon giving notice within a certain period and restrict us from using other suppliers. Also, a number of our supply contracts, including for fish and vegetables, may be terminated by the supplier upon a change in our ownership. Failure to appropriately structure or adequately manage our agreements with third parties may adversely affect our supply of raw materials or our supply of products to our customers. We are also subject to credit risk with respect to our third-party suppliers. If any such suppliers become insolvent, an appointed trustee could potentially ignore the service contracts we have in place with such party, resulting in increased charges or the termination of the service contracts. We may not be able to replace a service provider within a reasonable period of time, on as favorable terms or without disruption to our operations.
Any adverse changes to our relationships with third-party suppliers could have a material adverse effect on our image, brand and reputation, as well as on our business, financial condition and results of operations.
In addition, to the extent that our creditworthiness is impaired, or general economic conditions decline, certain of our key suppliers may demand different or onerous payment terms that could materially adversely affect our working capital position, or such suppliers may refuse to continue to supply to us or seek to re-negotiate the contracts they have with us. A number of our key suppliers have taken out trade credit insurance on our ability to pay them. To the extent that such trade credit insurance becomes unobtainable or more expensive due to market conditions, we may face adverse changes to payment terms by our key suppliers or they may refuse to continue to supply us.
Health concerns or adverse developments with respect to the safety or quality of products of the food industry may damage our reputation, increase our costs of operations and decrease demand for our products.
Food safety and the public’s perception that our products are safe and healthy are essential to our image and business. We sell food products for human consumption, which subjects us to safety risks such as product contamination, spoilage, misbranding or product tampering. Product contamination, including the presence of foreign objects, undeclared allergens, substances, chemicals or other agents or residues or the introduction of genetically modified organisms, could require product withdrawals or recalls or the destruction of inventory, and could result in negative publicity, reputational harm, temporary plant closures and substantial costs of compliance or remediation. In addition, food producers, including us, have been targeted by extortion attempts that threatened to contaminate products displayed in supermarkets. Such attempts can result in the temporary removal of products from shelf displays as a precautionary measure and result in lost revenue. We may also be impacted by publicity concerning any assertion that our products caused illness, injury or death. In addition, we could be subject to claims or lawsuits relating to an actual or alleged illness stemming from product contamination or any other incidents that compromise the safety and quality of our products. Any significant lawsuit or widespread product recall or other events leading to the loss of consumer confidence in the safety and quality of our products could damage our brand, reputation and image and negatively impact our sales, profitability and prospects for growth.
We could also be adversely affected if consumers lose confidence in the safety and quality of certain food products or ingredients, the sustainability credentials of certain products or ingredients, for example, palm oil or soy, the frozen category or the food safety system generally. If another company recalls or experiences negative publicity related to a product in a category in which we compete, consumers might reduce their overall consumption of products in this category or confuse our products with those of such company. Adverse publicity about these types of concerns, whether valid or not, may discourage consumers from buying our products or cause production and delivery disruptions. In addition, product recalls are difficult to foresee and prepare for and, in the event we are required to recall one or more of our products, such recall may result in loss of sales due to unavailability of our products and may take up a significant amount of our management’s time and attention. We cannot guarantee that our efforts to monitor food safety risks and such efforts of our suppliers will be successful or that such risks will not materialize. In addition, we cannot
guarantee that our efforts, through contractual relationships and regular inspections, to control the risk of contamination caused by third parties, including in relation to the several manufacturing and distribution processes we outsource, will be successful or that contamination of our products by third parties will not materialize and have a material adverse effect on our business, financial condition and results of operations.
We are also subject to further risks affecting the food industry generally, including risks posed by widespread contamination and evolving nutritional, environmental/sustainability, animal welfare, social and health-related concerns. For example, we could be affected by overfishing in the seafood supply chain which poses a risk to current and future fish stocks, ecosystems, and communities. Further damage is being done by careless fishing practices, including avoidable by-catch of non-target species and fishing equipment left in the ocean (known as Ghost Gear), which is a significant contributor to plastic pollution. Seafood supply chains are also at risk of a range of human rights abuses, including modern slavery. Overfishing risks are compounded by the negative consequences of climate change, including ocean heating and acidification. All or any of these factors could give rise to a negative perception of the seafood supply chain and lead to reduced sales, higher prices and consumers choosing alternative products. Regulatory authorities may limit the supply of or place prohibitive charges on certain types of food products in response to public health concerns and consumers may perceive certain products to be unsafe, unsustainable, unhealthy or otherwise undesirable. In addition, governmental regulations may require us to discontinue certain offerings or limit the range of products we offer, for example by limiting the amount of certain nutrients in our products as is currently the case with regard to HFSS nutrients in the UK. We may be unable to find substitutes that are as appealing to our customer base, or such substitutes may not be widely available or may be available only at increased costs. Such substitutions or limitations could also reduce demand for our products
We could also be subject to claims or lawsuits relating to an actual or alleged illness or injury or death stemming from the consumption of a misbranded, altered, contaminated or spoiled product, even where such misbranding, alteration, contamination or spoilage is out of our control, which could negatively affect our reputation and business. Awards of damages, settlement amounts and fees and expenses resulting from such claims and the public relations implications of any such claims could be significant and have an adverse effect on our business. The availability and price of insurance to cover claims for damages are subject to market forces that we do not control, and such insurance may not cover all the costs of such claims and would not cover damage to our reputation. Even if product liability claims against us are not successful or fully pursued, these claims could be costly and time consuming, increase our insurance premiums and divert our management’s time and resources towards defending them rather than operating our business. In addition, any adverse publicity concerning such claims, even if unfounded, could cause customers to lose confidence in the safety and quality of our products and damage our reputation and brand image.
A failure in our cold chain could lead to unsafe food conditions and increased costs.
“Cold chain” requirements setting out the temperatures at which our ingredients and products are stored are established both by statute and by us to help guarantee the safety of our food products. The cold chain is maintained from the moment the ingredients arrive at, or are frozen by, our suppliers, through our manufacturing and transportation of products and ultimately to the time of sale in retail stores. These standards ensure the quality, freshness and safety of our products. A failure in the cold chain could lead to wastage, increased costs, food contamination, risks to the health of consumers, fines and damage to our brands and reputation, each of which could have a material adverse effect on our business, financial condition and results of operations.
Potential liabilities and costs from litigation could adversely affect our business.
We are subject to litigation, arbitration and regulatory proceedings, audits and investigations from time to time. There is no guarantee that we will be successful in defending ourselves in civil, criminal or regulatory actions, including under general, commercial, employment, intellectual property, food quality and safety, anti-trust and trade, tax, advertising and claims, and environmental laws and regulations, or in asserting our rights under various new and existing laws and regulations. For example, we could face allegations of false, misleading or deceptive advertising, claims or marketing, allegations or investigations of anti-competitive practices or other criticisms which could result in litigation, arbitration or regulatory proceedings and result in potential liabilities or costs which may be significant and/or may damage our reputation. In addition, the defense of these lawsuits may divert our management’s attention from other business matters. The costs and other effects of potential and pending litigation and administrative actions against us, and new legal requirements, cannot be determined with certainty and may differ from expectations and may have a material adverse effect on our reputation, business, financial condition and results of operations.
We are exposed to local business and tax risks in many different countries.
Our business is subject to risks resulting from differing legal, political, social and regulatory requirements, economic conditions and unforeseeable developments in our markets, all or any of which could result in disruption of our activities. These risks include, among others, political instability, differing economic cycles, tariffs, duties and adverse economic conditions, changes in regulatory and legislative environments, currency exchange rate fluctuations, inability to collect payments or seek recourse under or comply with ambiguous or vague commercial or other laws, changes in distribution and supply channels, foreign exchange controls and restrictions on repatriation of funds, and difficulties in attracting and retaining qualified management and employees. Our overall success in the markets in which we operate depends, to a considerable extent, on our ability to effectively manage differing legal, political, social and regulatory requirements, economic conditions and both foreseeable and unforeseeable developments. We cannot guarantee that we will succeed in developing and implementing policies and strategies which will be effective in each location where we do business.
We must comply with complex and evolving tax regulations in the various jurisdictions in which we operate, which subjects us to international tax compliance risks. Some tax jurisdictions in which we operate have complex and subjective rules regarding income tax, value-added tax, sales or excise tax, tariffs, duties and transfer tax. From time to time, our foreign subsidiaries are subject to tax audits and may be required to pay additional taxes, interest or penalties should the taxing authority assert different interpretations, or different allocations or valuations of our services which could be material and could reduce our income and cash flow from our international subsidiaries. We currently have several pending tax assessments and audits in various jurisdictions including Germany. The agreements by which we acquired certain businesses provide for certain indemnifications of tax liabilities which may arise in certain jurisdictions which we believe are sufficient to address these specific tax matters as far as they relate to those businesses but our belief that these indemnities are sufficient may prove incorrect. We have also established, where appropriate, reserves and provisions for tax assessments which we believe to be adequate to address potential tax liabilities but our belief that these reserves and provisions are adequate may prove incorrect. However, it is possible that the tax audits referred to above could result in the volatility of timings of cash tax payment and recoveries. In addition, it is possible that countries will increase tax rates in the future to address rising costs following the COVID-19 pandemic and global economic pressures.
The price of energy and other raw materials we consume in the manufacture, storage and distribution of our products are subject to volatile market conditions.
The price and availability of electricity and other energy resources required in the manufacture, storage and distribution of our products is subject to volatile market conditions. These market conditions are often affected by political and economic factors beyond our control, including, for instance, the energy policies of the countries in which we operate. For example, the current conflict in Ukraine is resulting in volatility in the markets for energy and fuel as a result of the widespread usage of gas, oil and coal from Russia throughout Europe. Any sustained increases in energy costs, or disruptions to or limitations in supply, could have an adverse effect on our business, financial conditions and results of operations and could affect our competitive position if our competitors’ energy costs do not increase at the same rate as ours or if they do not suffer the same disruptions to or limitations in supply. Such disruptions may also occur as a result of the loss of energy supply contracts or the inability to enter into new energy supply contracts on commercially attractive terms. Furthermore, natural catastrophes, regional conflicts or similar events could affect the electricity grid. Any such disruptions or increases in energy costs as a result of the aforementioned factors or otherwise, could have a material adverse effect on our business, financial condition and results of operations.
Our supply network and manufacturing and distribution facilities could be disrupted by climate-related and other factors beyond our control.
Severe weather conditions and natural disasters, such as storms, floods, droughts, frosts, earthquakes or pestilence, may affect the supply of the raw materials and energy resources that we use for the manufacturing of our products. For example, changing climate may cause flooding and drought in crop growing areas or changes in sea temperatures may affect marine biomass, fishing catch rates and overall fishing conditions. In addition, drought or floods may affect the feed supply for red meat and poultry, which in turn may affect the quality and availability of protein sources for our products. Adverse weather conditions and natural disasters can reduce crop size and crop quality, which in turn can reduce our supplies of raw materials, lower recoveries of usable raw materials, increase the prices of our raw materials, increase our cost of transporting and storing raw materials and finished goods, or disrupt our production schedules. Competing food producers can be affected differently by weather conditions and natural disasters depending on the location of their supply sources. If our climate continues to change, whether as a result of increased greenhouse gas emissions or otherwise, and leads to increasingly severe weather conditions, shortages of raw materials, local water scarcity, soil health deterioration, ocean heating and acidification, increased price volatility, increased regulation, and impacts the quality of raw materials, together with any resulting social unrest, it could have a material adverse effect on our business, financial condition and results of operation.
Our supply network could also be adversely affected by the outbreak of various diseases or other public health crises, such as the COVID-19 pandemic that may result in delays in procurement or an inability to access alternative supply on commercially reasonable terms, which may have an adverse impact on our operating results. In addition, a significant outbreak of a contagious disease in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our products and have a material adverse effect on our results of operations.
In addition, our manufacturing and distribution facilities may be subject to damage, disruption or closure resulting from conflict, fire, terrorist activity, natural disasters, health epidemics or other causes. For example, our Lowestoft and Bremerhaven manufacturing facilities are situated in regions which have historically been prone to flooding. Extensive damage to any of our nineteen major manufacturing facilities as a result of any of the foregoing reasons, could, to the extent that lost production could not be compensated for by unaffected facilities, severely affect our ability to conduct our business operations and, as a result, adversely affect our business, financial condition and results of operations.
Furthermore, as we lease parts of our Boulogne, Bremerhaven, Lowestoft, and Tonsberg manufacturing sites, the use of these properties is subject to certain terms and conditions, the breach of which could affect our ability to continue use of these properties which in turn may disrupt our operations and may materially adversely affect our results of operations.
Also, while we do not have any direct operations or sales in either Russia or Ukraine, these countries are responsible for many commonly used raw materials and resources such as fish, edible oils, wheat and energy. The ongoing conflict in Ukraine could see considerable reductions in the availability or cost of such raw materials and resources, for example if the crops are not planted in as great a quantity in any year, and if we are not able to source or find suitable alternatives in a cost effective manner, then this may adversely affect our business, financial condition, and results of operations.
Seasonality impacts our business, and our revenue and working capital levels may vary quarter to quarter.
Our sales and working capital levels have historically been affected to a limited extent by seasonality. In general, sales volumes for savory frozen food are slightly higher in cold or winter months, partly because there are fewer fresh alternatives available for vegetables and because our customers typically allocate more freezer space to the ice cream segment in summer or hotter months. The Fortenova Acquisition follows a different seasonality to the legacy business, with stronger performance through the summer months as a result of the ice-cream business. In addition, variable production costs, including costs for seasonal staff, and working capital requirements associated with the keeping of inventories, vary depending on the harvesting and buying periods of seasonal raw materials, in particular vegetable crops. For example, inventory (and therefore net working capital) levels typically peak in August to September just after the pea harvest. If seasonal fluctuations are greater than anticipated, our business, financial condition and results of operations could be adversely affected.
We may be unable to realize the expected benefits of actions taken to align our resources, operate more efficiently and control costs.
When required we take actions, such as workforce reductions, plant closures and consolidations, and other cost reduction initiatives, to align our resources with our growth strategies in order to operate more efficiently and control costs. As these plans and actions are complex, unforeseen factors could result in expected savings and benefits to be delayed or not realized to the full extent planned, could negatively impact labor relations, including causing work stoppages, and could lead to disruptions in our business and operations and higher short-term costs related to severance and related capital expenditures.
We may be subject to significant disruption in our workforce or the workforce of our suppliers, which could adversely affect our business, financial condition and results of operations.
As of December 31, 2022, we employed approximately 7,535 employees, of which approximately 1,338 were located in Germany, 1,355 were located in the UK, 1,169 were located in Serbia, 977 were located in Croatia, , 481 were located in Italy, 406 were located in Sweden/Norway, 319 were located in Bosnia & Herzegovina, 305 were located in France and 1,185 employees in other locations. As of December 31, 2022, approximately 70% of our employees worked in our manufacturing operations. We have in the past, and may in the future, experience labor disputes and work stoppages at one or more of our manufacturing sites due to localized strikes or strikes in the larger retail food industry sector. We have also been involved in negotiations on collective bargaining agreements. A labor stoppage or other interruption at one of our nineteen manufacturing sites (or at the site of any of our suppliers) would impact our ability to supply our customers and could have a material adverse effect on such facility’s operations and, potentially, on our business, financial condition and results of operations.
Labor shortages and higher labor costs could adversely affect our business and financial results.
A sustained labor shortage or increased turnover rate within our workforce, caused by macroeconomic factors beyond our control, have led, and could in the future lead, to production delays and increased costs, such as increased overtime costs to meet demand. Such labor shortages and increased costs could adversely affect our business and financial results.
Additionally, we compete with other producers for good and dependable employees. The supply of such employees is limited and competition to hire and retain them may result in higher labor costs, for example as a result of higher wages negotiated in response to inflationary pressure and cost of living increases. Furthermore, a number of our employees are subject to national minimum wage requirements. If legislation is enacted that has the effect of raising national minimum wage requirements, requires additional mandatory employee benefits or affects our ability to hire or dismiss employees, we could face substantially higher labor costs. High labor costs could adversely affect our profitability if we are not able to pass them on to our customers.
We are dependent upon key executives and highly qualified managers and we cannot assure their retention.
Our success depends, in part, upon the continued services of key members of our management. Our executives’ and managers’ knowledge of the market, our business and our Company represents a key strength of our business, which cannot be easily replicated. The success of our business strategy and our future growth also depend on our ability to attract, train, retain and motivate skilled managerial, sales, administration, development and operating personnel. There can be no assurance that our existing personnel will be adequate or qualified to carry out our strategy, or that we will be able to hire or retain experienced, qualified employees to carry out our strategy. The loss of one or more of our key management or operating personnel, or the failure to attract and retain additional key personnel, could have a material adverse effect on our business, financial condition and results of operations.
We may not be able to achieve our sustainability targets to the extent we expect.
We have adopted a sustainability strategy which sets out our role in supporting the change to how food is produced and consumed, in line with the UN Sustainable Development Goals and our corporate purpose. Our ability to successfully implement, and engage other stakeholders in implementing, our sustainability strategy, will depend on a number of factors which are beyond our control, including the extent to which our suppliers and other stakeholders prioritize sustainability initiatives themselves in their own businesses, the reaction of retailers and our customers to our sustainability strategy and broader macroeconomic and social trends. Further, unanticipated events, including changes in our ability to source sustainably produced food ingredients, for example as a result of the conflict in Ukraine's effect on the global supply chain or as a result of challenges with regard to the environmental risks posed by certain ingredients, including palm oil and soy, may have an impact on the extent to which we can meet our own sustainability targets in any
given year. If our expectations surrounding our sustainability strategy are not met and/or if consumers consider that we are not making sufficient progress with regards to our sustainability strategy, this could have an impact upon demand for our products and materially adversely affect our business, financial condition and results of operations.
Risks Related to Our Acquisition Strategy
We may not be able to consummate future acquisitions or successfully integrate acquisitions into our business, which could result in unanticipated expenses and losses.
Our acquisitions strategy is largely based on our ability to grow through acquisitions of additional businesses to build an integrated group. Consummating acquisitions of businesses, or our failure to integrate such businesses successfully into our existing businesses, could result in unanticipated expenses and losses. Furthermore, we may not be able to realize any of the anticipated benefits from completed acquisitions, including the Findus Switzerland and Fortenova acquisitions.
We anticipate that any future acquisitions we may pursue as part of our business strategy may be partially financed through additional debt or equity. Any future financial market disruptions or tightening of the credit markets may make it more difficult for us to obtain financing for acquisitions or increase the cost of obtaining financing. If new debt is added to current debt levels, or if we incur other liabilities, including contingent liabilities, in connection with an acquisition, the debt or liabilities could impose additional constraints and requirements on our business and operations, which could materially adversely affect our financial condition and results of operation. In addition, to the extent our ordinary shares are used for all or a portion of the consideration to be paid for future acquisitions, dilution may be experienced by existing shareholders.
In connection with our completed and future acquisitions, the process of integrating acquired operations into our existing group operations may result in unforeseen operating difficulties and may require significant financial resources that would otherwise be available for the ongoing development or expansion of existing operations. Some of the risks associated with acquisitions include:
•unexpected losses of key employees or customers of the acquired company;
•challenges with conforming the acquired company's standards, processes, procedures and controls with our operations;
•difficulties with coordinating new product and process development;
•hiring additional management and other critical personnel;
•inheriting historic legacy business decisions and risks together with the potential for litigation, arbitration and regulatory proceedings associated with them;
•negotiating with labor unions; and
•increasing the scope, geographic diversity and complexity of our current operations.
We may encounter unforeseen obstacles or costs in the integration of businesses that we may acquire. For example, an acquisition may trigger change of control clauses entered into by the previous owner in which case the counterparties to such agreements may terminate their agreements requiring the acquired business to enter into new contracts, potentially on less favorable terms. In addition, general economic and market conditions or other factors outside of our control could make our operating strategies difficult or impossible to implement. Any such unforeseen obstacles or costs or failure to implement operational improvements successfully and/or the failure of any operational improvements to deliver the anticipated benefits could have a material adverse effect on our results of operations and financial condition.
Typically, when acquiring a business, the seller will provide certain warranties regarding its ownership of the acquired business as well as warranties regarding the business and operations of the acquired business. We may also obtain a warranty & indemnity insurance policy which provides coverage in respect of certain of these warranties. Any unexpected liabilities, individually or in the aggregate, which are not subject to such warranties or which are not recoverable under such insurance policy, could have a material adverse effect on the business, financial condition and results of operations of the acquired business following the acquisition, whether or not such liabilities result from breaches of warranties. There can be no assurance that we will be able to enforce any claims against the seller relating to breaches of such warranties or successfully claim under our insurance policy. Moreover, even if we are ultimately able to recover any amounts from the seller or the insurer, we may be required to temporarily bear some or all of the losses which may arise from any breaches of warranties, which could have a material adverse effect on our financial condition and results of operations.
We may be subject to antitrust regulations with respect to future acquisition opportunities.
Many jurisdictions in which we operate have antitrust regulations which involve governmental filings for certain acquisitions, impose waiting periods and require approvals by government regulators. Governmental authorities may seek to challenge potential acquisitions or impose conditions, terms, obligations or restrictions that may delay completion of the acquisition or materially reduce the anticipated benefits (financial or otherwise) as a result of applying the relevant antitrust regulations. Our inability to consummate potential future acquisitions or to receive the full benefits of such acquisitions because of antitrust regulations could limit our ability to execute on our acquisition strategy which could have a material adverse effect on our financial condition and results of operations.
We may face significant competition for acquisition opportunities.
There may be significant competition in some or all of the acquisition opportunities that we may explore. Such competition may for example come from strategic buyers, sovereign wealth funds, special purpose acquisition companies and public and private investment funds, many of which are well established and have extensive experience in identifying and completing acquisitions. Such competition may cause us to be unsuccessful in executing any acquisition or may result in a successful acquisition being made at a significantly higher price than would otherwise have been the case.
Any due diligence by us in connection with potential future acquisitions may not reveal all relevant considerations or liabilities of the target business, which could have a material adverse effect on our financial condition or results of operations.
We intend to conduct such due diligence as we deem reasonably practicable and appropriate based on the facts and circumstances applicable to any potential acquisition. The objective of the due diligence process will be to identify material issues which may affect the decision to proceed with any one particular acquisition target or the consideration payable for an acquisition. We also intend to use information revealed during the due diligence process to formulate our business and operational planning for, and our valuation of, any target company or business. While conducting due diligence and assessing a potential acquisition, we may rely on publicly available information, if any, information provided by the relevant target company to the extent such company is willing or able to provide such information and, in some circumstances, third party investigations where certain of our diligence efforts may be delayed or prohibited due to government or practical restrictions.
There can be no assurance that the due diligence undertaken with respect to an acquisition will reveal all relevant facts that may be necessary to evaluate such acquisition including the determination of the price we may pay for an acquisition target or to formulate a business strategy. Furthermore, the information provided during due diligence may be incomplete, inadequate or inaccurate. As part of the due diligence process, we will also make subjective judgments regarding the results of operations, financial condition and prospects of a potential target. If the due diligence investigation fails to correctly identify material issues and liabilities that may be present in a target company or business, or if we consider such material risks to be commercially acceptable relative to the opportunity, and we proceed with an acquisition, we may subsequently incur substantial impairment charges or other losses.
In addition, following any acquisition, we may be subject to significant, previously undisclosed liabilities of the acquired business that were not identified during due diligence and which could contribute to poor operational performance, undermine any attempt to restructure the acquired company or business in line with our business plan and have a material adverse effect on our financial condition and results of operations.
Risks Related to Regulations
We could incur material costs for violations of, or liabilities under applicable directives, regulations and laws.
As a producer of food products for human consumption, we are subject to extensive regulation in our Key Markets and other countries in which we operate, at both a national and European Union level, that governs production, composition, manufacturing, animal welfare, sustainability, storage, transport, advertising, packaging, quality, marketing, including marketing to children, labeling, and distribution standards. It is unclear how such existing rules will be impacted following Brexit but there may be changes and further regulations that we must adhere to over time in the UK. Any failure to comply with applicable laws and regulations could subject us to civil remedies, including fines, injunctions, product recalls or asset seizures, as well as potential criminal sanctions.
In addition, our facilities and our suppliers’ facilities are subject to licensing, reporting requirements and official quality controls by numerous governmental authorities. These governmental authorities include European, national and local health, environmental, labor relations, sanitation, building, zoning, and fire and safety departments. Difficulties in obtaining or failure to obtain the necessary licenses or approval could delay or prevent the development, expansion or operation of a given production or warehouse facility. Any changes in those regulations may require us or our suppliers to implement new quality controls and possibly invest in new equipment, which could delay the development of new products and increase our operating costs.
All of our products and production facilities must comply with strict national and international hygiene regulations. Our facilities and our suppliers’ facilities are subject to regular inspection by authorities for compliance with hygiene regulations applicable to the sale, storage and manufacturing of foodstuffs and the traceability of genetically modified organisms, meats and other raw materials. Additionally, in certain jurisdictions, food business operators, including those in the food storage, processing and distribution sectors, are required to trace all food, animal feed, and food-producing animals under their control using registration systems that track the source of the products through the supply chain. Despite the precautions we undertake, should any non-compliance with such regulations be discovered during an inspection or otherwise, authorities may temporarily shut down any of our facilities, demand a product recall and/or levy a fine for such non-compliance.
Our facilities and operations are subject to numerous health, safety and environmental regulations, including local and national laws, European directives and regulations governing, among other things, water supply and use, water discharges, air emissions, chemical safety, solid and hazardous waste management and disposal, clean-up of contamination, energy use, noise pollution, and workplace health and safety together with globally recognized health and safety standards, including BRC and ISO compliance. Health, safety and environmental legislation and standards in Europe and elsewhere has generally become more comprehensive and restrictive and more rigid over time and enforcement has become more stringent. Failure to comply with applicable requirements, or the terms of required permits, can result in penalties or fines, clean-up costs, third party property damage, personal injury claims and damage to our reputation and relationships with our suppliers and retail customers. In addition, if health, safety and environmental laws and regulations in our Key Markets and the other countries in which we operate or from which we source raw materials and ingredients become more stringent in the future, the extent and timing of investments required to maintain compliance may exceed our budgets or estimates and may limit the availability of funding for other investments.
Furthermore, under some environmental laws, we could be liable for costs incurred in investigating or remediating contamination at properties we own or occupy, even if the contamination was caused by a party unrelated to us or was not caused by us, and even if the activity which caused the contamination was legal at the time it occurred. The discovery of previously unknown contamination, or the imposition of new or more burdensome obligations to investigate or remediate contamination at our properties or at third-party sites, could result in substantial unanticipated costs.
In certain jurisdictions, we are also subject to legislation designed to significantly reduce industrial energy use, water use, carbon dioxide emissions and the emission of ozone depleting compounds more generally. If we fail to meet applicable standards for energy use reduction or are unable to decrease, and in some cases eliminate, certain emissions within the applicable period required by relevant laws and regulations, we could be subject to significant penalties or fines and temporary or long-term disruptions to production at our facilities. We are also subject to increasing pressure to reduce waste in our supply chains and to reduce packaging overall, reduce the use of certain substances in our packaging, for example non-recyclable plastic and increase the recyclability of our products. Any failure to do so could see a reduction in our sales, the imposition of penalties or fines, retailers destocking as a result of not meeting increased standards all or any of which could have a material adverse effect on our business, financial condition, reputation and results of operations.
Any failure to comply with any of the applicable directives, regulations and laws as set out in this section could have a material adverse effect on our business, financial condition, reputation and results of operations.
We are subject to a variety of regulatory schemes; failure to comply with applicable rules and regulations could adversely affect our business, results of operations and reputation.
Our operations are subject to a variety of regulatory schemes which require us to implement processes, procedures and controls to provide reasonable assurance that we are operating in compliance with applicable regulations, including the UK Bribery Act, the Modern Slavery Act 2015, the Foreign Corrupt Practices Act of 1977, the Trade Sanctions and Export Controls and the General Data Protection Regulation ("GDPR"). In addition, our business, including our ability to operate and continue to expand internationally, could be adversely affected if local and foreign laws or regulations are adopted, interpreted, or implemented in a manner that is inconsistent with our current business practices and that require rapid changes to these practices or our products, services, policies and procedures. For example, if we are prevented from purchasing certain products and raw materials as a result of the increasing sanctions currently being imposed on Russia and Belarus. If we are not able to adapt our business practices or strategies to changes in laws or regulations, it could subject us to liability, increased costs and reduced product demand. Additionally, the costs of compliance with laws and regulations may increase in the future as a result of changes in interpretation. Failure to comply (or any alleged failure to comply) with the regulations referenced above or any other regulations could result in civil and criminal, monetary and non-monetary penalties, and any such failure or alleged failure (or becoming subject to a regulatory enforcement investigation) could also damage our reputation, disrupt our business, result in loss of customers and cause us to incur significant legal and investigatory fees.
Changes in European privacy and data protection regulations could expose us to compliance risks and costs.
On May 25, 2018, the EU’s GDPR became enforceable. The GDPR relates to the collection, use, retention, security, processing and transfer of personally identifiable information of residents of European Economic Area (EEA) countries, and we are subject to these heightened standards. The GDPR created a range of new compliance obligations and imposes substantial fines for breaches and violations (up to the greater of €20 million or 4% of our annual global revenue). Furthermore, there is uncertainty with respect to compliance with privacy and data protection laws and regulations, including the GDPR, because such laws and regulations are continuously evolving and developing and may be interpreted and applied differently from country to country and may create inconsistent or conflicting requirements. Our efforts to comply with privacy and data protection laws in all our markets may impose significant costs and challenges that are likely to increase over time, in particular with Switzerland and other non-EU countries in which we operate. Since January 1, 2021 the GDPR has ceased to have direct effect in the UK but the Data Protection Act 2018 alongside the UK GDPR ensures that the UK has in effect the same high standards for data protection in place as under the GDPR. As with other EU-origin laws, how these are interpreted and applied by the UK post Brexit might change and differ from the EU approach over time.
Risks Related to Financial Management
We have risks related to our indebtedness, including our ability to withstand adverse business conditions and to meet our debt service obligations.
Our ability to make payments on and to refinance our indebtedness, and to fund our operations, working capital and capital expenditures, depends on our ability to generate cash. To a certain extent, our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory and other factors, many of which are beyond our control.
We cannot assure you that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us in an amount sufficient to enable us to pay amounts due on our indebtedness or to fund our other liquidity needs.
Additionally, if we incur additional indebtedness in connection with any future acquisitions or development projects or for any other purpose, our debt service obligations could increase. We may need to refinance all or a portion of our indebtedness before maturity. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:
• our financial condition and market conditions at the time;
• restrictions in the agreements governing our indebtedness;
• general economic and capital market conditions;
• the availability of credit from banks or other lenders;
• investor confidence in us; and
• our results of operations.
In addition, a significant part of our indebtedness includes provisions with respect to maintaining and complying with certain financial and operational covenants. Our ability to comply with these covenants may be affected by events beyond our control. A breach of one or more of these covenants could result in an event of default and may give rise to an acceleration of the debt. In the longer term, such breach of covenants could have a material adverse effect on our operations and cash flows.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
An increase in market interest rates may increase our interest expense arising on our existing and future floating rate indebtedness. Pursuant to the terms of the restated Senior Facilities Agreement dated November 8, 2022, the interest rate paid on indebtedness incurred under our senior loans and revolving credit facility varies based on a fixed margin over a base reference rate. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for operational or strategic purposes, will correspondingly decrease. Pursuant to our interest rate hedging policy, we may enter into interest rate derivatives that may involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.
Our indebtedness is subject to changes in interest reference rates.
Pursuant to the terms of the restated Senior Facilities Agreement dated November 8, 2022, the interest rate paid on indebtedness incurred under senior loans and our revolving credit facility varies based on a fixed margin over a base reference rate. Fallback language has been included in the restated Senior Facilities Agreement in relation to our revolving credit facility, to include use of risk-free interest rates (RFR) when the existing rates are phased out. The Sterling Overnight Index Average (“SONIA”) has replaced GBP LIBOR and is effective immediately. The Secured Overnight Financing Rate (“SOFR”) will replace U.S. Dollar LIBOR and Swiss Average Rate Overnight (“SARON”) will replace CHF LIBOR.
The restated Senior Facilities Agreement dated November 8, 2022 uses term SOFR as the reference rate for USD denominated Term Loans. The EUR denominated term loans continue to use EURIBOR as their reference rate as there are no current plans to phase this out. If EURIBOR ceases to exist, we will need to renegotiate the interest rate payable on the Euro denominated portion of our Senior Facilities Agreement with our lenders.
We are exposed to exchange rate risks.
We are exposed to exchange rate risk. Our reporting currency is the Euro. We are exposed to foreign exchange translation risk as we convert the results of our non-Euro businesses into our reporting currency of Euro. Pursuant to Company foreign exchange hedging policy, we have converted our USD term loan to EUR designated as a cash flow hedge. We are exposed to transactional exchange rate risk as many of our raw material purchases may be denominated in non-functional currencies of the purchasing entity, predominantly U.S. Dollars and Euro. Company policy is to reduce this risk by using foreign exchange forward contracts that are designated as cash flow hedges. Hedging arrangements are subject to changes in Company policy, may not fully protect us against currency fluctuations and may or not achieve hedge effectiveness. Fluctuations and sustained strengthening of non-functional currencies against the functional currency of the operating entities may materially adversely affect our business, financial condition and results of operations.
Changes to our payment terms with customers and suppliers may materially adversely affect our cash flows.
We may experience significant pressure from our key suppliers to reduce trade payable terms. At the same time, we may experience pressure from our customers to extend trade receivable terms. European and country legislation can also set conditions and restrictions related to payment terms between suppliers and purchasers at different levels of the supply chain, for example, Directive 2019/633 on unfair trading practices in business to business relationships in the agricultural and food supply chain, which has been widely implemented across the European Union. Any failure to comply with applicable laws and regulations could subject us to civil remedies, including fines, which could have a material adverse effect on our business, financial condition and results of operations. Any such changes in commercial arrangements regarding trade payable and trade receivable payment terms, as a result of changes in legislation or otherwise, may have a material adverse effect on our business, financial condition and results of operations.
Dividend payments and purchases made pursuant to announced share repurchase programs may have an impact on our cash flows and our ability to meet our debt service obligations.
We do not currently intend to pay dividends on our ordinary shares. We intend to pay such dividends only at such times, if any, and in such amounts, if any, as the board determines appropriate and in accordance with applicable law, and then only if we receive dividends from our operating subsidiaries. The board from time to time has announced share repurchase programs as set out further in the Financing and Acquisition section below. Our ability to make payments on and to refinance our indebtedness, and to fund our operations, working capital and capital expenditures, depends on cash flows. A significant part of our indebtedness includes provisions with respect to maintaining and complying with certain financial and operational covenants. In the event that we were to pay any dividends or to repurchase shares pursuant to any announced share repurchase programs, such dividends and share repurchases may have an impact on our cash flows and on our ability to make repayments on and refinance our indebtedness and to comply with those financial covenants.
An impairment of the carrying value of goodwill or other intangible assets could negatively affect our consolidated operating results and net worth.
Goodwill represents amounts arising from acquisitions and is the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. Intangible assets can include computer software, brands, customer relationships and other acquired intangibles as of the acquisition date. Goodwill and other intangibles expected to contribute indefinitely to our cash flows are not amortized but must be evaluated by management at least annually for impairment. If carrying value exceeds its recoverable amount, the intangible is considered impaired and is reduced to recoverable amount via a charge to earnings. Factors outside of our control which could result in an impairment include, but are not limited to: (i) reduced demand for our products; (ii) higher commodity prices; (iii) lower prices for our products or increased marketing as a result of increased competition; and (iv) significant disruptions to our operations as a result of both internal and external events. Should the value of one or more of the acquired intangibles become impaired, our consolidated profit or loss and net assets may be materially adversely affected. As of December 31, 2022, the carrying value of intangible assets totaled €4,559.2 million, of which €2,101.6 million was goodwill and €2,457.6 million represented brands, computer software, customer relationships and other acquired intangibles compared to total assets of €6,326.1 million.
We are exposed to risks in connection with our treasury and cash management activities.
From time to time we may acquire, various investment securities as part of our cash management and treasury activities. Factors beyond our control can significantly and adversely influence the fair value of our investment securities, including, but not limited to, the risk that the counterparty may not return the funds and that movements in financial, currency or interest rate markets may have an impact on the value of the investment securities. For example, fixed-rate securities are generally subject to decreases in market value when interest rates rise. Additional factors include, but are not limited to, rating agency downgrades of the securities, defaults by the issuer or individual borrowers with respect to the underlying securities, and instability in the credit markets. Any of the foregoing factors could cause other-than-temporary impairment in future periods and result in realized losses. The process for determining whether impairment is other-than-temporary may require, subjective judgments about the future financial performance of the issuer and any collateral underlying the security in order to assess the probability of receiving all contractual principal and interest payments on the security.
In the ordinary course of treasury activities, whether entering into derivative hedging arrangements, cash account deposits or otherwise, we are exposed to the risk that the financial counterparty with whom we have conducted dealings will not be able to perform the agreed services and as a result may have a material adverse effect on our business, financial condition and results of operation.
We face risks associated with certain pension obligations.
The Company has a mixture of partially funded and unfunded post-employment defined benefit plans in Germany, Sweden, Switzerland and Austria as well as defined benefit indemnity arrangements in Italy and France. Deterioration in the value or lower than expected returns on investments may lead to an increase in our obligation to make contributions to these plans.
The obligations that arise from these plans are calculated using actuarial valuations which are based on assumptions linked to the performance of financial markets, interest rates and legislation which changes over time. Adverse changes to these assumptions will impact the obligations recognized and would lead to higher cash payments in the long term.
Our obligation to make contributions to the pension plans could reduce the cash available for operational and other corporate uses and may have a materially adverse impact on our operations, financial condition and liquidity.
We are exposed to risks related to our financial arrangements with respect to receivables factoring, reverse factoring and supply chain financing.
We may enter into factoring, reverse factoring or supply chain financing arrangements with financial institutions from time to time to sell certain of our accounts receivables from customers without recourse or to otherwise finance aspects of our supply chain. If we were to cease entering into such arrangements, our operating results, financial condition and cash flows could be adversely impacted. However, by entering into these arrangements we are exposed to additional risks. If any of these financial institutions or other counterparties experiences financial difficulties or is otherwise unable to honor the terms of our factoring, reverse factoring or supply chain financing arrangements with them, we may experience material financial losses due to the failure of such arrangements which could have an adverse impact upon our operating results, financial condition and cash flows.
We are a holding company whose principal source of operating cash is the income received from our subsidiaries.
We are a holding company and rely on the earnings and cash flows of our subsidiaries, which are paid to us by our subsidiaries in the form of dividends and other payments or distributions, to meet our debt service and other obligations, or, if applicable, to pay dividends on our ordinary shares. The ability of our subsidiaries to pay dividends or make other payments or distributions to us will depend on their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization (which may limit the amount of funds available for the payment of dividends and other distributions to us), their constitutional documents, documents governing any existing indebtedness and the covenants of any future outstanding indebtedness that our subsidiaries incur, and other factors which may be outside our control.
The Founders and/or the Founder Entities may in the future enter into and/or amend related party transactions with us, which may give rise to conflicts of interest between us and some or all of the Founders and/or the Directors.
Our founders, Sir Martin Franklin and Noam Gottesman (the “Founders”) and/or one or more of their affiliates, including Mariposa Acquisition II, LLC and TOMS Acquisition I LLC (the “Founder Entities”) may in the future enter into and/or amend agreements with us that are not currently under contemplation. While we have implemented procedures to ensure we will not enter into any related party transaction without the approval of our Audit Committee, it is possible that the entering into of such an agreement might raise conflicts of interest between us and some or all of the Founders and/or the directors.
General Risk Factors
We are subject to the risk of disruptions, failures or security breaches of our information technology systems, or those of third parties on which we rely.
We are increasingly dependent upon on our information technology systems for communication among our suppliers, manufacturing plants, distribution functions, headquarters and customers. Our performance depends on the availability of accurate and timely data and other information from key software applications to aid day-to-day business and decision-making processes. We may be adversely affected if our controls designed to manage information technology operational risks fail to contain such risks. If we do not allocate and effectively manage the resources necessary to build and sustain the proper technology infrastructure and to maintain the related automated and manual control processes, we could be subject to adverse effects including billing and collection errors, business disruptions, in particular concerning our manufacturing and logistics functions, issues with or errors in system's maintenance and security and migration of applications to the cloud and security breaches. Any disruption caused by failings in our information technology infrastructure equipment or of communication networks, could delay or otherwise impact our day-to-day business and decision-making processes and negatively impact our performance. In addition, we are reliant on third parties to service our IT infrastructure. Failure on their part to provide good and timely service may have an adverse impact on our information technology network. We rely on 3rd parties for the support and maintenance of our software solutions and furthermore we do not control the facilities or operations of our suppliers or third parties. An interruption of operations at any of their or our facilities or any failure by them to deliver on their contractual commitments may have a material adverse effect on our business, financial condition and results of operations.
Although our information technology systems are protected through physical and software safeguards, it is difficult to protect against the possibility of damage or breach created by cyber-attacks or other security attacks in every potential circumstance that may arise. In addition, governmental authorities have warned that cybercriminals will take advantage of the uncertainty created by COVID-19, federal and state mandated quarantines and recent international conflicts to launch cybersecurity attacks. The risks could include more frequent malicious cybersecurity and fraudulent activities, as well as schemes which attempt to take advantage of employees’ use of various technologies to enable remote work activities. We believe the COVID-19 outbreak and conflict in Ukraine have increased our cyber risk profile, but we are unable to predict the extent or impacts of those risks at this time. As cyber-attacks are increasing in frequency and sophistication, it becomes even more difficult to protect against a breach of our information technology systems. Cybersecurity incidents including malfeasance, security breaches, computer viruses or other malicious codes, ransomware, unauthorized access attempts, denial of service attacks, phishing, hacking, and other cyberattacks that impact the availability, reliability, speed, accuracy, or other proper functioning of these information technology systems could have a significant impact on our operations. If we are unable to prevent physical and electronic break-ins, cyber-attacks and other information security breaches, we may suffer financial and reputational damage, be subject to litigation or incur remediation costs or penalties because of the unauthorized disclosure of confidential information belonging to us or to our customers, suppliers or employees. The mishandling or inappropriate disclosure of non-public sensitive or protected information could lead to the loss of intellectual property, negatively impact planned corporate transactions or damage our reputation and brand image. Misuse, leakage or falsification of legally protected information could also result in a violation of data privacy laws and regulations and have a negative impact on our reputation, business, financial condition and results of operations.
While, to date, we have not had a significant cybersecurity breach or attack that had a material impact on our business or operations, there can be no assurance that our efforts to maintain the security and integrity of our information technology systems will be effective or that attempted breached would not be successful in the future.
Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results.
Generally accepted accounting principles and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business, including but not limited to revenue recognition, leases, estimating valuation allowances and accrued liabilities (including allowances for returns, doubtful accounts and obsolete and damaged inventory), accounting for income taxes, valuation of long-lived and intangible assets and goodwill, stock-based compensation and loss contingencies, are highly complex and involve many subjective assumptions, estimates and judgments by our management. Changes in these rules or their interpretation or changes in underlying assumptions, estimates or judgments by our management could significantly change our reported or expected financial performance, and could have a material adverse effect on our business.
Management continues to assess new accounting pronouncements and their impact on the Company prior to their adoption dates.
We may incur liabilities that are not covered by insurance.
While we seek to maintain appropriate levels of insurance, not all claims are insurable, and we may experience major incidents of a nature that are not covered by insurance. Our insurance policies cover, among other things, employee-related accidents and injuries, property damage and liability deriving from our activities. In particular, our Lowestoft and Bremerhaven manufacturing facilities are situated in regions that have historically been affected by flooding. We may not be able to obtain flood insurance on reasonable terms or at all with respect to those facilities. We maintain an amount of insurance protection that we believe is adequate, but there can be no assurance that such insurance will continue to be available on acceptable terms or that our insurance coverage will be sufficient or effective under all circumstances and against all liabilities to which we may be subject. We could, for example, be subject to substantial claims for damages upon the occurrence of several events within one calendar year. In addition, our insurance costs may increase over time in response to any negative development in our claims history or due to material price increases in the insurance market in general which could have a material impact on our business.
If we fail to or are unable to implement and maintain effective internal controls over financial reporting, the accuracy and timeliness of our financial reporting may be adversely affected.
We are subject to reporting obligations under U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act of 2002, has adopted rules requiring every public company to include a report of management on the effectiveness of such company's internal control over financial reporting in its annual report. In addition, an independent registered public accounting firm must issue an attestation report on the effectiveness of the company's internal control over financial reporting.
We recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. If we fail to maintain effective internal control over financial reporting in the future, we and our independent registered public accounting firm may not be able to conclude that we have effective internal control over financial reporting at a reasonable assurance level. This could in turn result in the loss of investor confidence in the reliability of our financial statements. Furthermore, we have incurred and anticipate that we will continue to incur considerable costs and use significant management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act. If we are not able to continue to meet the requirements of Section 404 in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by the SEC, the NYSE or other regulatory authorities. Any such action could adversely affect the accuracy and timeliness of our financial reporting.
Risks Related to our Ordinary Shares
Outstanding equity award grants under our LTIP could require us to issue additional ordinary shares. Therefore, you may experience significant dilution of your ownership interests and the future issuance of additional ordinary shares, or the anticipation of such issuances, could have an adverse effect on our share price.
We currently have 12,201,795 ordinary shares available for issuance under our LTIP. Additionally, as of February 20, 2023, we have 5,222,266 equity awards that have either been issued to participants or been granted and are outstanding under the LTIP, which may be converted into ordinary shares subject, in most cases, to meeting certain performance conditions.
Our ordinary share price may be volatile, and as a result, you could lose a significant portion or all of your investment.
The market price of the ordinary shares on the NYSE may fluctuate as a result of several factors, including the following:
•variations in our quarterly operating results;
•volatility in our industry, the industries of our customers and suppliers and the global securities markets;
•risks relating to our business and industry, including those discussed above;
•strategic actions by us or our competitors;
•reputational damage from unsafe or poor-quality food products;
•actual or expected changes in our growth rates or our competitors’ growth rates;
•investor perception of us, the industry in which we operate, the investment opportunity associated with the ordinary shares and our future performance;
•addition or departure of our executive officers;
•changes in financial estimates or publication of research reports by analysts regarding our ordinary shares, other comparable companies or our industry generally;
•trading volume of our ordinary shares;
•future issuances or purchases of our ordinary shares by us or our shareholders;
•domestic and international economic, legal and regulatory factors unrelated to our performance; or
•the release or expiration of lock-up or other transfer restrictions on our outstanding ordinary shares.
Furthermore, the stock markets often experience significant price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions or interest rate changes may cause the market price of ordinary shares to decline.
If securities or industry analysts do not publish or cease publishing research reports about us, if they adversely change their recommendations regarding our ordinary shares or if our operating results do not meet their expectations, the price of our ordinary shares could decline.
The trading market for our ordinary shares will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. Securities and industry analysts currently publish limited research on us. If there is limited or no securities or industry analyst coverage of our company, the market price and trading volume of our ordinary shares would likely be negatively impacted. Moreover, if any of the analysts who may cover us downgrade our ordinary shares, provide more favorable relative recommendations about our competitors or if our operating results or prospects do not meet their expectations, the market price of our ordinary shares could decline. If any of the analysts who may cover us were to cease coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.
As a foreign private issuer, we are subject to different U.S. securities laws and NYSE governance standards than domestic U.S. issuers, which may afford less protection to holders of our ordinary shares.
As a foreign private issuer, the rules governing the information that we disclose differ from those governing U.S. corporations pursuant to the Exchange Act. Although we report quarterly financial results and certain material events, we are not required to file quarterly reports on Form 10-Q or provide current reports on Form 8-K disclosing significant events within four days of their occurrence and our quarterly or current reports may contain less information than required for domestic issuers. In addition, we are exempt from the SEC’s proxy rules, and proxy statements that we distribute will not be subject to review by the SEC. Our exemption from Section 16 rules regarding sales of ordinary shares by insiders means that you will have less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act. As a result, you may not have all the data that you are accustomed to having when making investment decisions with respect to U.S. public companies.
As a foreign private issuer, we are exempt from complying with certain corporate governance requirements of the NYSE applicable to a U.S. issuer, including the requirement that a majority of our board of directors consist of independent directors. As the corporate governance standards applicable to us are different than those applicable to domestic U.S. issuers, you may not have the same protections afforded under U.S. law and the NYSE rules as shareholders of companies that do not have such exemptions. See Item 16G: Corporate Governance.
We may lose our foreign private issuer status in the future, which could result in significant additional costs and
expenses.
We could cease to be a foreign private issuer if a majority of our outstanding voting securities are directly or indirectly held of record by U.S. residents and we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher than costs we incur as a foreign private issuer, which could have a material adverse effect on our business and financial results.
The rights of shareholders under British Virgin Islands law differ from those under United States law, you
may have fewer protections as a shareholder.
Our corporate affairs are governed by our Memorandum and Articles of Association, the BVI Business Companies Act, 2004 (as amended, the “BVI Act”) and the common law of the British Virgin Islands. The rights of shareholders to take legal action against our directors, actions by minority shareholders and the fiduciary responsibilities of our directors under British Virgin Islands law are to a large extent governed by the common law of the British Virgin Islands and by the BVI Act. The common law of the British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the British Virgin Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under British Virgin Islands law are not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the British Virgin Islands has a less developed body of securities laws as compared to the United States, and some states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law. As a result of the foregoing, holders of our ordinary shares may have more difficulty in protecting their interests through actions against our management, directors or major shareholders than they would as shareholders of a U.S. company. See Item 16G: Corporate Governance.
The laws of the British Virgin Islands provide limited protection for minority shareholders. Minority shareholders
will have limited or no recourse if they are dissatisfied with the conduct of our affairs
Under the laws of the British Virgin Islands, there is limited statutory law for the protection of minority shareholders other than the provisions of the BVI Act dealing with shareholder remedies (as summarized under Item 16G: Corporate Governance). The principal protection under statutory law is that shareholders may bring an action to enforce the constituent documents of the Company and are entitled to have the affairs of the Company conducted in accordance with the BVI Act and the memorandum and articles of association of the Company. As such, if those who control the Company have persistently disregarded the requirements of the BVI Act or the provisions of the Company’s memorandum and articles of association, then the courts will likely grant relief. Generally, the areas in which the courts will intervene are the following: (i) an act complained of which is outside the scope of the authorized business or is illegal or not capable of ratification by the majority; (ii) acts that constitute fraud on the minority where the wrongdoers control the Company; (iii) acts that infringe on the personal rights of the shareholders, such as the right to vote; and (iv) acts where the Company has not complied with provisions requiring approval of a special or extraordinary majority of shareholders, which are more limited than the rights afforded minority shareholders under the laws of many states in the United States.
To the extent allowed by law, the rights and obligations among or between us, any of our current or former directors, officers and employees and any current or former shareholder will be governed exclusively by the laws of the British Virgin Islands and subject to the jurisdiction of the British Virgin Islands courts, unless those rights or obligations do not relate to or arise out of their capacities as such. Although there is doubt as to whether United States courts would enforce these provisions in an action brought in the United States under United States securities laws, these provisions could make judgments obtained outside of the British Virgin Islands more difficult to enforce against our assets in the British Virgin Islands or jurisdictions that would apply British Virgin Islands law.
British Virgin Islands companies may not be able to initiate shareholder derivative actions, thereby depriving
shareholders of one avenue to protect their interests
British Virgin Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. The circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect of any such action, may result in the rights of shareholders of a British Virgin Islands company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The British Virgin Islands courts are also unlikely to recognize or enforce judgments of courts in the United States based on certain liability provisions of United States securities law or to impose liabilities, in original actions brought in the British Virgin Islands, based on certain liability provisions of the United States securities laws that are penal in nature. There is no statutory recognition in the British Virgin Islands of judgments obtained in the United States, although the courts of the British Virgin Islands will generally recognize and enforce the non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. This means that even if shareholders were to sue us successfully, they may not be able to recover anything to make up for the losses suffered.
Shareholders may experience a dilution of their percentage ownership if we make non-pre-emptive offers of ordinary shares in the future.
We have opted-out of statutory pre-emptive rights pursuant to the terms of our Memorandum and Articles of Association. No pre-emption rights therefore exist in respect of future issuance of ordinary shares whether or not for cash. Should we decide to offer additional ordinary shares on a non-pre-emptive basis in the future, this could dilute the interests of shareholders and/or have an adverse effect on the market price of the ordinary shares.
Risks Related to Taxation
Changes in tax law and practice may reduce any net returns for shareholders.
The tax treatment of the Company, our shareholders and any subsidiary of ours, (including Iglo and its subsidiaries), any special purpose vehicle that we may establish and any other company which we may acquire are all subject to changes in tax laws or practices in the British Virgin Islands, the UK, the U.S. and any other relevant jurisdiction. Any change may reduce the value of your investment in our ordinary shares.
Failure to maintain our tax status may negatively affect our financial and operating results and shareholders.
If we were to be considered to be resident in or to carry on a trade or business within the United States for U.S. taxation purposes or in any other country in which we are not currently treated as having a taxable presence, we could be subject to U.S. income tax or taxes in such other country on all or a portion of our profits, as the case may be, which may negatively affect our financial and operating results.
Taxation of returns from subsidiaries may reduce any net return to shareholders.
We and our subsidiaries are subject to taxes in a number of jurisdictions. It is possible that any return we receive from any present or future subsidiary may be reduced by irrecoverable withholding or other local taxes, including those arising from future changes in legislation and other local rules and this may reduce the value of your investment in our ordinary shares.
If any dividend is declared in the future and paid in a foreign currency, U.S. holders may be taxed on a larger amount in U.S. Dollars than the U.S. Dollar amount actually received.
U.S. holders will be taxed on the U.S. Dollar value of dividends at the time they are received, even if they are not converted to U.S. Dollars or are converted at a time when the U.S. Dollar value of the dividends has fallen. The U.S. Dollar value of the payments made in the foreign currency will be determined for tax purposes at the spot rate of the foreign currency to the U.S. Dollar on the date the dividend distribution is deemed included in such U.S. holder’s income, regardless of whether or when the payment is in fact converted into U.S. Dollars.
Item 4. Information on the Company
A. History and Development of the Company
We are Europe's leading frozen foods company based on net sales value. We were incorporated with limited liability under the laws of the British Virgin Islands under the BVI Companies Act on April 1, 2014 under the name Nomad Holdings Limited.
Our principal executive offices are located at No. 1 New Square, Bedfont Lakes Business Park, Feltham, Middlesex, TW14 8HA. Our telephone number is +(44) 208 918 3200 and our fax number is +(44) 208 918 3491. Our registered office is located at Ritter House, Wickhams Cay II, Road Town, Tortola, VG1110 British Virgin Islands and its telephone number is (284) 852-7900. Our registered agent in the United States is Mariposa Capital, LLC, 500 South Pointe Drive, Suite 240 Miami Beach, Florida 33139.
The SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding the Company and other issuers that file electronically with the SEC. The SEC's Internet website address is http://www.sec.gov. Our Internet website can be found at www.nomadfoods.com.
See Item 5B: Operating and Financial Review and Prospects—Liquidity and Capital Resources for information regarding our capital expenditures for the past three fiscal years and principal capital expenditures currently in progress.
B. Business Overview
Our Company
We are Europe's leading frozen food company with a portfolio of best-in-class food brands within the frozen category, including fish, vegetables, poultry, meals, pizza and ice cream. Our products are sold primarily through large grocery retailers under the “Birds Eye” brand in the UK and Ireland, “Findus” in Italy, France, Spain, Sweden, Switzerland and Norway, “Igloiglo” in Germany and other continental markets, “La Cocinera” in Spain, "Ledo" in south-eastern Europe and "Frikom" in Serbia and North Macedonia. The majority of our products are in the savory frozen food market, where according to Nielsen, our market share in the countries we operate stood at 17.9%18% in 2021 (2020: 18.2%)2022 (2021: 18%, figures exclude markets covered by the Fortenova acquisition). For the categories in which we operate, we maintain the number one position in sixteen European geographies, namely the UK, Italy, Germany, France, Sweden, Austria, Norway, Switzerland, Belgium, The Netherlands, Portugal, Ireland, Croatia, Serbia, Bosnia & Herzegovina and North Macedonia. The countries representing our top six markets for branded goods, collectively UK, Italy, Germany, France, Sweden and Austria, represented approximately 79%80% of the total European Savory frozen food markets. For a description of the principal markets in which we compete and related revenue, see Note 5 “Segment reporting” to our audited consolidated financial statements which appear elsewhere in this annual report.
Savory Frozen Food Market
The European savory frozen food market is served by a number of national and international producers, both with branded and private label offerings, and within single or multiple product categories. We have the broadest participation by category and geography in Europe.
According to Nielsen, the market for savory frozen food in categories which the Company competes in across Europe is estimated to have generated close to €20€19 billion in retail sales value in 2021.2022.
Frozen food products are particularly attractive because they address important global food trends. Consumers increasingly prefer products that allow them to prepare meals quickly and with confidence and expect products to be healthy and good value for money. In addition, consumers are increasingly focused on reducing food waste. Frozen food products can have all of these characteristics. They are easy to prepare, they reduce the need for artificial preservatives, they are often better value for money than chilled alternatives and they reduce waste at all points in the supply chain and also in-home (due to the long shelf life, and the ease of portionability).
Over the last seven years the European savory frozen food market has grown on average 1%2% per year, while experiencing a huge spike in category demand throughout the COVID pandemic, driven by the aforementioned ability to address global food consumption trends. Furthermore, the amount of space that frozen food as a category occupies within the grocery retail environment is relatively stable due to the fixed amount of freezer space at the retailer that is not exposed to reductions in shelf space in favor of other categories or formats, as can be the case in shelf-stable parts of the retailer.
Our Brands
Our brands are household names with long histories and local heritage in their respective markets. Our Birds Eye brand was established in 1922 and is primarily marketed in the UK and Ireland. The Findus brand, which is marketed in Italy, France, Spain, Sweden, Switzerland and Norway, was formed in Italy in 1941 and has a loyal following in each of its respective geographies. Iglo,The iglo brand, founded in 1956, has a long-standing history and is marketed in Germany and other continental European countries. Recently acquired Ledo (established in 1958) and Frikom (established in 1975) are the lead brands with strong heritage in south-eastern Europe.
Our Competitive Strengths
We believe the following competitive strengths differentiate us from our competitors and contribute to our ongoing success.
Market leader with solid European platform and strong acquisition opportunities.
As the leading branded savory frozen food producer in Europe, we benefit from economies of scale and have developed a strong platform for our products throughout Europe in 2021.Europe. We are market leaders in the savory categories where we offer products in sixteen geographies and have a 17.9%an 18% market share in the savory frozen food market in the countries we operate.operate (excluding markets covered by the Fortenova acquisition). We benefit from longstanding relationships with our retail customers which provide access to our diversified distribution channels, including supermarkets, discount retailers, the food service channel and other food retailers that sell directly to consumers. We benefit from a diverse category and geographic mix and believe our strong existing platforms facilitate our expansion within a large addressable market and provide a broad set of potential acquisition targets in various food categories and geographic markets.
Effective brand equity strategy to leverage and expand well-known brands.
Our brands are well-established household names with long histories and local heritage in their respective markets. We possesshave several iconic brand assets and focus on our local "hero" platforms that are designed to leverage these iconic assets such as the “Captain”. Each of the Birds Eye, iglo, Findus, Ledo and Frikom brands holds a leading position in terms of spontaneous brand awareness in certain European markets. Our leading brand recognition, broad product offering, and local provenance of these brands are key drivers of consumer trust and result in demand for our products.
Experienced management team and Board with a proven track record.
Our management team has extensive experience in the food industry and other fast-moving consumer goods markets and has worked with leading multinational consumer goods companies globally. Our management team is complemented by an experienced Board of Directors, and collectively, they have a proven track record of successfully acquiring, integrating and managing consumer businesses. We believe our management team and Board of Directors’ collective industry knowledge, coupled with our track record of achieving growth and responding to challenging market conditions, will enable us to continue to generate profitable growth.
Optimized sourcing through established platform and diversified supplier base.
We operate an efficient and centralized procurement and supply chain function which is closely aligned with our geographic footprint, allowing us to optimize our supply arrangements and reduce distribution costs. We source our products globally from a diverse supplier base and, as a result, we minimize our dependency on any one supplier. Our relationships with diverse suppliers enable us to safeguard the security of our supply and raw materials as well as enhance the quality and sustainability of such materials, while also delivering competitive pricing and limiting exposure to geographic risk and adverse currency movements.
Strategic and geographically diversified manufacturing facilities.
We own and operate an efficient network of nineteen manufacturing facilities, with low capital expenditure requirements, all of which are located near the major markets we serve, providing for a balance betweenbalancing manufacturing and logistics costs and allowing for high levels of customer service. These facilities have what we believe to be sufficient spare capacity to accommodate future growth in our main product categories.
Commitment to innovation and research and development.
Innovation is core to our growth model. Our R&D team actively scan new and emerging technologies, alongside consumer trends and unmet consumer needs. The intersection of these insights leads us to identify new opportunities to drive penetration and frequency. In addition, we regularly benchmark our existing ranges to ensure that these continue to deliver experiences that delight our consumers. In response to these insights we establish multifunctional project teams that design new and improved products and packaging delivered through our core Must Win Battles for fish, veg, poultry, pizza and meat replacements. Each time we create a new product or pack we apply the principles of sustainable by design. To ensure the development and introduction of successful products, we follow a robust process through which we move from idea generation, concept screening, concept and product development, to scale up and final validation before launch.
Our Strategy
Our strategy is underpinned by three fundamental pillars which are to expand the category, grow the core and accelerate innovation. In addition, we have developed and made significant progress in implementing the following strategic initiatives:
1. Build an integrated group of best-in-class food companies and brands within existing and related food categories and expand our geographic footprint through strategic acquisitions.
Our goal is to transform our Company into an integrated best-in-class, global manufacturer, marketer and distributor of food products, within the frozen food category and the broader food sector. We believe there are significant growth opportunities in the European and North American markets and that our acquisitions provide a strong platform on which to grow our business and expand and enhance our market share in the food industry in key geographic markets.
2. Focus on “Core” products“Core products” as a foundation for long-term growth.
We continue our strategy which is rooted in relentless focus on our Core products, which include fish, vegetables, meals and poultry, and which, prior to the Fortenova Acquisition, represented approximately 72%70% of our branded channel sales. These strategies include improving product quality, packaging renovation and executing in-store initiatives such as ensuring the right product assortment, display strategies and promotional efficiencies. We believe focusing on these Core product initiatives will accelerate growth, lead to margin expansion and improve our return on investment. To further accelerate growth, we continue to pursue innovation which leverages consumer trends such as health, wellness and convenience, but which are anchored in our core categories.
3. Align our business with consumer preferences and trends.
Our goal is to create and acquire food businesses and brands that strongly align with consumer needs and preferences that have high growth and margin potential and that leverage our existing portfolio of brands. In addition, we seek to align our product innovation strategies with consumer trends such as increased demand for nutrition-packed meals that can be prepared in shorter times, vegetarian options, meat substitutes and sustainably sourced and produced food.
4. Leverage our acquisition expertise, strong management team and access to capital to identify and evaluate attractive growth opportunities.
Our Founders and CEO have significant experience and expertise, and have been highly successful, in identifying, acquiring and integrating value-added businesses. We believe that this expertise, our access to capital and the deep industry knowledge of our management team will position us to acquire related and complementary food businesses that can enhance our market position, create synergies and fully leverage our existing marketing, manufacturing and supply chain capabilities, which we believe will allow us to deliver sustained profitable growth and maximize shareholder value. For example, in 2018 we completed (i) the Goodfella's Acquisition including the "Goodfella's" and "San Marco" brands, which enlarged our portfolio of brands to include the number one and number two market share positions within the frozen pizza category in Ireland and the UK, a successful frozen private label pizza business, and two frozen pizza manufacturing facilities and (ii) the Aunt Bessie’s acquisition including the "Aunt Bessie's" brand, which enlarged our portfolio of brands to include the number one and number two market share positions, respectively, within frozen Yorkshire puddings and frozen potatoes, which combine to represent the majority of its revenues. On December 31, 2020 we completed the acquisition of Findus Switzerland. Findus is the leading frozen food brand in Switzerland with a portfolio of value-added frozen products across categories including fish, vegetables and ready meals. The acquisition expands Nomad Foods' geographic reach into Switzerland, a new and sizeable market, providing a natural extension for our Findus product offering and brand family with an attractive entry for Green Cuisine. The transaction unifies Nomad Foods' ownership of the iconic Findus brand across Europe. In September 2021 we acquired Fortenova Group’s Frozen Food Business Group, which brings a leading European frozen food portfolio operating in attractive new markets for Nomad Foods, including Croatia, Serbia, Bosnia & Herzegovina, Hungary, Slovenia, Kosovo, North Macedonia and Montenegro. Its two anchor brands, "Ledo" and "Frikom", have No 1 market share in many of these markets and offer a broad range of frozen food products including fish, fruits, vegetables, ready meals, pastry and ice cream. The acquisition creates a platform for future expansion into Central and Eastern Europe and introduces us to ice-cream which opens new potential avenues for growth.
5. Respond to changing consumer shopping habits and drive advertising efficiency and impact.
We are responding to the growing consumer shift to digital and mobile technologies, apparent across all of our markets, by investing in technology platforms and partnering with both existing and emerging retailer partners who are executing their own e-commerce strategies to meet changing consumer habits. Online sales represented approximately 8% of our total sales as of December 31, 20212022 (compared to 8% in 2021 and 7% in 2020 and 4% in 2019)2020). COVID-19 dynamics have played a part in accelerating existing consumer shopping behavior trends. The need of social distancing measures due to COVID-19 resulted in many new consumers trialing Onlineonline grocery shopping channels for the first time, and accelerated the expansion of other models, such as Quick Commerce in large cities across Europe. We believe that the full Digital Commerce channel will continue to provide further opportunities to drive market share gains through improved product content, allowing us to more fully share the benefits of the Frozen category directly to consumers, and driving our mealtime solution programs. In addition, our strategies are evolving in response to other consumer shopping trends such as increased purchases through the hard discounter channel, which has been growing significantly in the UK and Southern Europe.
6. Generate strong margins and cash flow through disciplined net revenue management, supply chain optimization and disciplined cost management.
We continue to increase our margins and cash flows by strengthening our net revenue growth management capabilities and focusing on supply chain optimization and disciplined cost management. These efforts, which will be implemented over time, will include developing stronger promotional programs, price pack architecture and trade terms as well as continuing our focus on lean manufacturing, factory footprint optimization, and procurement productivity.
Products
During the past three fiscal years, we have manufactured, marketed and distributed the following frozen food products:
Fish: includes frozen fish products such as fish fingers, coated fish and natural fish. These products were the largest contributor to our revenues in 2022, 2021 2020 and 2019.2020.
Vegetables: includes ready to cook vegetable products such as peas and spinach.
Meals: includes ready to cook noodles, pasta, lasagna, pancakes and other ready-made meals under the iglo, Findus and La Cocinera brand names.
Poultry: includes frozen poultry and meat products such as nuggets, grills and burgers.
Ice Cream: following the Fortenova Acquisition, includes in home and out of home ice cream.
Others: includes a variety of other offerings such as soups, pizza, bakery goods and meat substitutes.
We continue to place a strong emphasis on renovation of our existing Core products which include fish, vegetables, meals and poultry, in order to overcome penetration barriers and continue to build loyalty. For example, in 2019,2022, we introduced under our new innovation platforms our ArtisanWholesome Grains (coated fish assortment), Veggie PowerVeg with Sauce (modern(modern vegetable blends) and continued to focus on Green Cuisine (pea(plant-based protein sub-brand). We manage renovation and innovation centrally on European common product platforms and have more local involvement where products are differentiated and country specific. Our research and development continues to be centralized, allowing us to leverage our research and development investment across our markets and focus on our largest Core products.
Customers
Our customers are typically supermarkets and large food retail chains supplying food products directly to consumers. Each key market in which we operate has its own distinct retail landscape. We consider our key retailer clients to be, in the UK, Tesco, Asda and Sainsbury’s; in Italy, Coop, Conad and Esselunga; in Germany, Rewe and Edeka; in Sweden, ICA, Axfood and Coop; and in France, Carrefour, Auchan and E.Leclerc. For the year ended December 31, 2021,2022, our top ten customers (in terms of revenue) accounted for 40%34% of revenues.
The majority of our sales are to established retailers and we expect this channel to remain our most significant channel for the foreseeable future. We partner with traditional retailers when we identify commercial or marketing opportunities that can be of interest for both businesses. In addition, we are selectively building partnerships and are increasing our presence in the growing discounter channel.
We are increasing our investment in online sales, which representedThe food service channel accounted for approximately 8% of our total sales as of December 31, 2021. The online grocery retail channel is growing faster than established grocery retail formats across developed markets, partially as a result of the COVID-19 pandemic. Frozen foods particularly benefit from the online channel as the advantages to the consumer of outsourcing transportation of frozen food to the retailer are greater than in other categories, and also because some of the barriers to purchasing in-store (e.g. colder aisles) are removed for the consumer online.
Approximately 4% of our total sales for the year ended December 31, 2021 were through the food service channel.2022. The majority of these sales were in Swedenthe Nordics, Croatia and consistSpain and consisted primarily of sales ofto institutional and public sector customers such as schools and hospitals, as well asand privately run work canteens and quick service restaurants. COVID-19 dynamics andThe past few years have been a challenge in this sector, with governmental restrictions in Europe have adversely impacted food service sales since early 2020, as we have experienced lower demand for our food service products, which supports commercial food establishments, due to governmental restrictionsa result of the COVID-19 pandemic having a significant adverse impact on the consumers’ ability to eat out of home, for example, at restaurants, cafes, bars and work canteens. There was a modest sales increase in 2021 as COVID-19 governmental restrictions across Europe were eased.
Nomad Foods International (formerly Exports) accounted for 1.7% of our total sales in 2020 and 2021. In Western Europe, Nomad Foods International supplies to food service distributors which are not covered by our non-Nomad Foods International channels.
Sales, Marketing and Pricing
Our commercial strategy is centered around our Core products and our growth model focuses on three core elements: creating distinctive brands through leveraging our iconic brand assets, innovating to break penetration barriers balanced between renovation and innovation, and executing in store through category leadership driving the right assortment, display and promotional efficiency.
Our brand equity strategy aims to further increase brand awareness. We are utilizing our core iconic assets at all consumer touchpoints including traditional media, digital media, point of sale and packaging. Furthermore, we have invested and will continue to seek to invest at sufficient levels of media on all our Core products.
We maintain sales teams in each of our Key Markets and all other markets in which our products arewith a small proportion of sales being sold with the exception of the Central and Eastern Europe markets where we operate via a distribution model. Our sales force is resourced to provide good store coverage. We have been chosen to lead category management projects by several leading supermarkets in each of our main product categories and have developed innovative presentations of our frozen food products and in-store marketing concepts with supermarkets in a number of our markets in order to increase shopper traffic and sales. Most recently, we have developed and are executing our “Perfect Store” concept which focuses on improving a consumer’s in-store shopping experience through presentation, layout and signage.
Manufacturing
We own and operate nineteen manufacturing facilities which are located in Lowestoft and Hull (UK), Bremerhaven and Reken (Germany), Cisterna (Italy), Loftahammar and Bralanda (Sweden), Tonsberg and Larvik (Norway), Boulogne-sur-Mer (France), Valladolid (Spain), Longford and Naas (Republic of Ireland), Rorschach (Switzerland), Zagreb, Sesvete, and Daruvar (Croatia), Belgrade (Serbia) and Čitluk (Bosnia and Herzegovina). These facilities produce approximately 671594 kilo tonnes of frozen product per year, representing approximately 80%74% of the total volumes of our sales. The manufacturing facilities are located near the major markets we serve, providing for a balance between manufacturing and logistics costs and customer service. Our manufacturing facilities are focused on in house manufacturing of our main product categories and emphasize quality and efficiency through scale. We have also investedcontinue investing in automated lines, such as fish fingers, poultryimproving the safety and spinach lines.
Although capacity differs per product line and facility, we estimate that we have sufficient spare capacity available to accommodate future growth in our main product categories and as necessary to accommodate the seasonal nature of somequality standards of our products, particularly vegetables.
In 2021, through the Fortenova Acquisition we took on five new manufacturing sites in south-eastern Europe. These are Zagreb, Sesvete, and Daruvar (Croatia), Belgrade (Serbia) and Čitluk (Bosnia and Herzegovina).facilities.
Procurement
Our procurement functions are structured around primes and indirect raw materials (materials used in manufacturing which form a part of the end product, such as fish, vegetables, meat, other ingredients and packaging), non-production items (items purchased and services used to design, market and distribute the product, such as logistics, operations, including maintenance, sales and marketing) and co-pack (finished products bought from third parties, such as most vegetables other than peas and spinach).
We have an efficient and centralized supply chain which is closely aligned with our geographic footprint, allowing us to optimize our supply arrangements and reduce distribution costs. We operate a centralized procurement function, with all procurement of primes and the majority of non-production items and co-pack procurement activities centralized to maximize scale efficiencies.
We operate a global sourcing platform. Fish is sourced mainlyWe are the world's largest buyer of Marine Stewardship Council (MSC) certified wild caught whitefish sourcing globally and working with partners to bring to consumers nutritious, sustainable products. Our fish primarily originates from wild-caught fish in the United States,North Pacific, predominantly from US and Russian waters whereby MSC certification can be assured. Russia holds a large percentage of global fish quota and China, vegetablesaccounts for nearly 40% of global whitefish catch and up to 75% of the most popular wild caught fish varieties that we and many other companies buy, including Alaska pollock, Atlantic cod, haddock and wild caught salmon. This would take some time to replace with volumes from alternative wild caught sources and therefore we are accelerating our species diversification strategy to bring a greater volume of responsibly farmed Aquaculture Stewardship Council (ASC) certified products into our portfolio. Our suppliers use a range of processing methods which also extends to activities in China. Vegetables are sourced predominantly from Europe and poultry is sourced largely from South America (but also from Thailand and Eastern Europe). We have contracts in place with pea and spinach growers and third-party pea processors in regions close to the location of pea growers.where peas are harvested. In addition, we utilize various co-pack suppliers for vegetables other than peas and spinach. The contract terms we enter into with various suppliers differ extensively with respect to length and provisions.
We aim to maintain an appropriately diverse supplier base to safeguard the security of our supply of raw materials as well as enhance the quality and sustainability of such materials, while also delivering competitive pricing.
We segregate vendors into “strategic” and “tactical” categories based on criteria such as bargaining power or opportunistic procurement. On that basis, we have identified a number of strategic suppliers with whom we maintain close relationships, particularly in relation to main product categories for which security of supply is critical. Raw materials are mostly directly shipped to our manufacturing facilities.
The price of fish, vegetables and other agricultural commodities, including poultry and meat, can be volatile. We limit our exposure to price increases of raw materials by contractually securing prices for periods
ranging from one month to a full year. Prices of raw materials that are harvested annually are generally fixed for a full year. Prices for certain other products, such as fish, dairy products and potatoes, are fixed for several months in line with industry practice.
Logistics
Our distribution network is made up of our manufacturing facilities, warehouses, local distribution centers and third-party providers of services (such as co-packers & transport). We outsource the majority of our distribution processes to third parties seeking to collaborate with shared sites and integrated transport networks. Our distribution network is well consolidated and aligned with our manufacturing footprint in the UK, Ireland, Germany, Italy, Sweden, France, Norway, Spain, Croatia, Serbia, and Bosnia & Herzegovina. From our manufacturing plants, our products are sent to regional distribution centers to be further distributed to local markets. Our primary distribution centers are used to consolidate both local production and imported products to be sold locally. These sites include Wisbech in the UK, Naas in Ireland, Reken in Germany, Capua, Latina and Parma in Italy, Bjuv in Sweden, Brussels in Belgium, Vantaa in Finland, Froneri in Switzerland, Vienna in Austria, Lognes in France, Tonsberg and Moss in Norway, Lisbon in Portugal, Madrid in Spain. With our newly acquired DC’sIn 2021 added distribution centers in Podgorica in Montenegro, SkpojeSkopje in North Macedonia, Milosheve in Kosovo, Szada in Hungary, Ljubljana in Slovenia, Sarejevo,Sarajevo, Tuzla and Banja Luka in Bosnia & Herzegovina, Novi Beograd and Nis in Serbia, and Zagreb, Osijek and Slavonski Brod in Croatia.Croatia to our Network coverage.
Seasonality
Our sales and working capital levels have historically been affected to a limited extent by seasonality. In general, sales volumes for savory 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, inventory levels typically peak in August to September just after the pea harvest and as a result, more working capital is required during those months. The Fortenova Acquisition in September 2021 follows a different seasonality to the legacy business, with stronger performance through the summer months behind the ice-cream business.
Corporate Social ResponsibilitySustainability Approach
We continuously review our position to mitigate supply chain risks, working to meet relevant ethical, environmental and social obligations. We seek to source, manufacture and sell our food to consumers in a responsible way. We operateway and do our part to support wider industry efforts to deliver a sustainability program called Eating for the planet that reflects our commitments.
more resilient food system. We do this by endeavoring to:
•Meet all relevant foodmaking an impact across the three key pillars of our "Appetite for Better" sustainability strategy - better sourcing, better nutrition and safety regulations
•Uphold international sustainability standards
•Lead, managebetter operations. Our strategy is embedded into our business planning processes and reviewis informed by perspectives from internal and external stakeholders, including our approach, regularly assessing progress
•Report progress annually throughSustainability Advisory Board, customers, farmers, peer benchmarking and the Nomad Foods’Foods Sustainability reportRisk Heat Map (see also Risk Factors – We may not be able to achieve our sustainability targets to the extent we expect.).
We also encourage all our suppliersRobust risk management processes are crucial to sustainable business practices and we assess and monitor, strategic, operations, financial, climate and nature related risks. Alongside this, we have or work towards a culture of continuous improvement.
Our sustainability program is based on the concepts of materiality and salience andset clear targets, aligned with the UN SustainabilityUN's Sustainable Development Goals, (SDGs). It consistsand focused on some of three pillars, securing a “farmthe key areas that are material to fork” approach:our business. These are outlined below and supported by further information on progress in our annual Sustainability Impact Report.
1. Better Sourcing
•As a major purchaser of fish, seafood, vegetables and potatoes across Europe, we can help to drive change in how food is produced and, together with our suppliers and partners, make a meaningful contribution to global efforts to tackle the climate crisis. We prioritize fish and seafood sourced from Marine Stewardship Council (MSC) and Aquaculture Stewardship Council (ASC) certified suppliers to ensure it meets strict requirements related to stock management, impact on eco-habitats, bycatch and a range of other risk areas.
•We focus on sustainably, responsibly sourced fish and seafood using independent sustainable standards, such as the Marine Stewardship Council standard (MSC) and Agriculture Stewardship Council (ASC). Our sustainable farming standards are expanding from regional practices to global standards with the introduction of the FSA standard (Farm Sustainability Assessment) fromFor agricultural crops we use the Sustainable Agriculture Initiative (SAI). Platform (SAI Platform)'s global Farm Sustainability Assessment (FSA) to measure progress against our target to source all of our vegetables, potatoes, fruit and fresh herbs through sustainable farming practices.
•We are committed to ethical trading, sourcing and procurement, upholding fundamental international standards. We are committedOur Supplier Code of Conduct applies to require all suppliers to comply with applicableour supply chain partners and includes requirements on human rights, lawsworkplace health and regulations.safety, fair business practices and traceability. We requestalso require our direct suppliers to register toon Sedex, one of the world’s largest collaborative platforms for sharing responsible sourcing data on supply chains.
•We believe we are in compliance with all relevant environmental laws and regulations and we expect allour suppliers to do the same.
2. Better Nutrition
Every dayOur Nutrition Manifesto sets out our customers serve our foodeight key commitments to their families. We want to inspire them to eat a more balanced dietempower positive choices and live healthier lifestyles.
•Wewe continuously work to improve our product portfolio applying a nutrition strategy informed by an independent Nutritional Advisory Board and assessing our products using an externally verified Nutrient Profiling Tool.Tool, with over 90% of our products (based on net sales) already qualifying as a healthy meal choice (HMC) . We also apply on packuse on-pack nutritional labeling claimslabelling across all of our markets and in markets where this is relevant, favoring the NutriScore model where applicable.addition to improving our own product offering we participate in a number of external partnerships that seek to influence a shift towards healthier, more sustainable diets.
•We assess anyOur "Clean Labelling Policy" which has been in place since 2003 outlines our approach to ingredient selection to ensure that all new product development to drive higher sustainability across the portfolio.products are free from flavor enhancers, artificial flavors and artificial colorants.
•We empower consumers to make their own decisions, communicating the nutritional values of our products on pack.
3. Better Operations
•We recognizeOur Safety Health and Environment Policy sets out our commitment to measure, manage and mitigate our environmental impact and in 2021 our emissions reduction targets were approved by the importance of reducingScience Based Targets Initiative (SBTi) enabling us to join the impact we have on the environment and are committed to achieve net zero across our supply chain well before 2050 and are members of the UNUN's Race to zero.Zero and support suppliers to develop their own science-based targets.
•We consider the total packaging system when designing packaging, recognizing packagingthat it plays an important role in terms of food safety, securing shelf life, convenience, communication as well as sustainability. We aimUnder our Packaging Policy we are committed to minimizereducing packaging material use. We work towards making all consumervolumes, using more recyclable packaging material recyclablematerials and prioritizepromoting re-use. As driving progress on sustainable packaging material from sustainable origins.is particularly challenging, this is one of the key areas of focus for our Open Innovation Portal initiative launched in 2022.
•We believe that ourgreat people make the difference and make sure theyin 2022 we launched our Safety First. Everyone. Every Day program building on our Vision Zero ambition to cause zero harm to people and the environment. The program has resulted in an over 40% reduction in severe accidents compared to the previous year.
•Our mission is to inspire, empower and equip our teams to be successful, so that everyone can learn, develop and grow and have an active voice through the ‘Our Voice’ employee survey. Sustainability is important forrewarding work experiences. This includes helping our employees to nurture their health and wellbeing and measuring how we involve them in the work and encourage them to live our values every dayare doing as part of our corporate purpose, Serving"Our Voice" employee survey.
Nomad Foods is also included in the World with Better Food.
•We actively work to engage with and add value toDow Jones Sustainability Europe Index (DJSI Europe) as the broader communities we operatesecond highest ranking company in while contributing to our wider sustainability agenda. We encourage our local businesses to support social causes in their regions, engaging at a local level. For example, a majority of our businesses contribute our products to localEurope within the food banks and charities.
product industry group. Further details on these topicsour approach to sustainability and performance against specific targets can be found in our latest Annual Sustainability Impact Report found on our website https://www.nomadfoods.com/eating-for-the-planet/sustainability-reports/.
Information Technology
Our IT systems are critical to operating and growing our business, in particular to our general operations and logistics functions but also to enable our teams to work from remotehybrid locations. A single SAP tool underpins the processes to support the majorityall of our operations and management reporting across countries with new tools being introduced to support Sales planning, S&OP and Net Revenue Management activities.
The IT architecture is designed as a consolidation platform enabling integration of future acquisitions. During 2021, Nomad started2022, the Company completed the integration of the Findus Switzerland businessesbusiness onto the NomadCompany's platform and also commenced the IT team are looking at waysintegration of the entities acquired as part of the Fortenova acquisition, which the Company refers to accelerate future integrations.as the "Adriatics business". We believe that the role of data and analytics will continue to increase in importance in decision-making, and we therefore intend to continue to enhance our capability to use such data and analytics in our decision-making process. Our cyber capability has increased with multiple tools being implemented as well as training for everyone in the Company.
Nomad foods have started project phoenix whichThe Company is undertaking a business transformation project underpinned by an upgrade to the latest SAP S4/HANA. This has started and will continue throughout 2022/232023 and finish in 2024. This program will enable integration of new acquisitions quickly with little or no adverse business impact, while maintaining the low cost of ownership. Additionally, we utilize ana new outsourced infrastructure service provider, maintaining best in class IT cost alongside improved capability to scale in line with business developments.
Intellectual Property
Good brand protection continues to be of significant importance toIntellectual Property remains a core focus for the business. In 2021, we saw our business as we rely on our brands to implement our master brand strategy. We have a substantial trademark portfolio expand dramatically with around 1,630the acquisition of the Fortenova business, and we now have over 2000 trademarks across all of our markets including new export countries such asaround the US, Australia and New Zealand andworld. On the Middle East. This year has also seen apatent side, the dedicated drive to protect the business’business' innovations and capture valuable intellectual property rights as early as possible, resulting in patent protectionnew technology continues, particularly in the areasarea of our plant-based food products, packaging and packaging processes. food coatings - the business now has 20 pending or registered patents in place across the UK and Europe.
Our intellectual property is managed centrally, and we work closelyin close collaboration with a specialist team of trade marktrademark and patent attorneys and intellectual property solicitors in respect of filings, renewals, recordingstrade mark, design and the prosecutionpatent protection and enforcement around the world. In particular, there are strategies in place to maintain, protect and enforce our core central brands including Captain and Nomad Foods in the Group's commercial territories of intellectual property matters internationally.
We own EU trade mark rights across the EU as well as trade markinterest. Likewise, we monitor, protect and enforce our trademark rights in all other commercial countries of interest to the business in "local brands including Birds Eye", "iglo" and ", Findus". We continue to own "Belviva" (formerly ", LutosaGreen Cuisine") in Belgium, "La Cocinera" in Spain and Andorra, "Goodfella's" and ", Aunt Bessie's", Goodfella's, Frikom,Ledo, La Cocinera and Belviva, across the EU and in other key markets, and we have secured registration for "Nomad Food" across the EU, United Kingdom, Norway, China and the US.
Registered protection for "Green Cuisine" continues to grow in line with the importance of the brand, with registrations in place in the UK, New Zealand and Liechtenstein, and pending applications across the EU and other markets of interest around the world.
This year has also seen the successful acquisition of the Fortenova Group’s frozen food business, acquiring key brands such as "Frikom" and "Ledo" across Eastern Europe and resulting in an increase in our overall trade mark portfolio size by over 250 registrations.export markets.
Material Contracts
Each material contract to which we have been a party for the preceding two years, other than those entered into in the ordinary course of business, is listed as an exhibit to this annual report and is summarized elsewhere herein.
Pensions
We operate a number of different pension schemes across our various countries of operation, the majority of which are defined contribution schemes. We operate defined benefit pension plans in Germany, Sweden, Italy, Switzerland and Austria which are all closed to new entrants, as well as various defined contribution plans in other countries, the largest of which include Sweden and the UK. Long term service awards and other employee benefits are also in operation in a number of countries.
Regulatory Matters
Our activities are subject to laws and regulations regarding food safety, the environment and occupational health and safety.
Food Safety Regulation
As a manufacturer of foods intended for human consumption, we are subject to extensive legislation and regulation both from the European Union, the EU Member States and European free trade association (EFTA) members, UK adopted legislation and other European countries in which we operate. For the European Union, The European Commission, Directorate-General for Health and Food Safety is responsible for EU policy on food safety and health and for monitoring the implementation of related laws. The European Food Safety Authority advises the European Commission, the European Parliament and the EU Member States on food safety matters. EU Member States must ensure adequate enforcement, control and supervision of principles set forth in numerous EU Directives and Regulations and may be allowed to maintain or establish more stringent measures in their own legislation. Other European countries may follow the EU Directives and Regulations as is the case currently in the UK through the adopted legislation process following Brexit, but it may be that there are additional regulations to comply with on a country by country basis. We expect the UK to start generating its’ own regulatory matters as time progresses and as a UK based entity, we will be duty bound to follow these. These regulations govern the composition, manufacture, storage, handling, packaging, labeling, marketing and safety of our products. These regulations generally impose on food business operators an obligation to ensure that the operations under their control satisfy the relevant food law requirements and impose a mandatory traceability requirement along the food chain. The tracing information must be kept for a period of five years and upon request, must be made available to the relevant authorities.
In addition, we are subject to specific food hygiene legislation that establishes rules and procedures governing the hygiene of food products. This legislation sets forth specific rules governing the proper hygiene for food products of animal origin and sets forth microbiological criteria for food products. In addition, there are a number of other specific EU, adopted UK and local country requirements relating to specific matters such as contaminants, packaging materials and additives. The new Brexit Trade Agreement has resulted in substantial delays at Border Control Points for all food businesses due to the new level of documentation and checking which accompany food shipments across the UK to EU. Nomad products are frozen and maintained at a temperature below 18 degrees therefore there are no issues with food hygiene due to any delays or blockages which we may experience.
We are also subject to a broad range of European directives and regulations and local country requirements regarding the manufacture and sale of frozen foods for human consumption. These directives and regulations define technical standards of production, transport and storage of frozen foods intended for human consumption and require us to assure internal quality control at each stage of the “cold chain” and to implement any standards, as established by public authorities. These directives and regulations have in all areas of food safety been translated into UK statutory instruments as written.written, and the government have indicated that all EU adopted legislation will be subject to a review in 2023 which will most likely drive a divergence in the 2 trading bodies by the end of this year. We continue to monitor and engage with all parties to limit the impact to the business.
Listed below are the various internal due diligence procedures we have established to ensure continuous compliance with all relevant regulatory and food safety standards:
•Implementing food hygiene principles across all production sites in accordance with food hygiene regulations;
•Annual external auditing of our production sites conducted by independent compliance companies applying the British Retail Consortium Global Standard for Food Safety Issue 8, its European equivalent, the International Food Standard or the Global Food Safety Initiative. Currently 93% of our suppliers are also certified to one or more of these food safety management systems and it is our long-term objective to achieve 100% certification;
•Ensuring that our Group’s Quality Management Systems comply with ISO 9001 with external audits to ISO or BRC standard;
•Conducting internal audits covering all production sites as part of our internal audit program (including cross-audits where one site's audit team audits another's system);
•Maintaining a risk-based microbiological and contaminant screening program, including screening for allergens, that covers raw materials and finished products; and
•Holding monthly regulatory updates to assess emerging risk areas, update policies and review outstanding issues as part of the quality forum meeting which is attended by functional heads.
Tariffs and Trade
We are subject to specific trade requirements regarding fish and poultry, two main ingredients for our products. The UK government has indicated that they will implement a new world border which may affect trade movements from late 2023.
Food Labeling Regulation
Pre-packaged food products must comply with provisions on labeling, which are harmonized throughout the European Union. Pre-packaged food products must also comply with provisions on nutrition labeling, which are also harmonized throughout the European Union. Under the Food Information for Consumers Regulation nutrition labeling is mandatory unless exempted.
In addition to general and nutrition requirements, pre-packaged food products must bear a lot mark declaration via a manufacturing or packaging lot reference, which is also a harmonized system throughout the European Union. The lot reference allows consumers and businesses to trace the product in the event of a product withdrawal or recall.
There are also specific labeling requirements for certain ingredients we use in our products. Local laws may also impose additional requirements with which we must comply.
Packaging
Our packaging protects the product against contamination, is designed to optimize logistics, helps with portion sizes, carries information for customers, and, by maintaining the quality of products for the duration of their shelf life, also helps to reduce food waste. However, packaging, in particular plastic packaging, has been in the spotlight because of its environmental impacts. Poor management of recycling or waste disposal of plastic packaging can result in plastic leaking from the waste management cycle into the ocean, threatening
the lives of sea birds and marine animals, and disrupting ecosystems.
We primarily design our packaging around food safety needs and environmental impact concerns, ensuring that the packaging protects the product but does not waste natural resources. Our focus is on moving to recyclable materials. However, in some places we do need to use flexible materials such as plastic where innovation is required to find recyclable alternatives.
We expect packaging to be a focus for environmental law in the coming years, with the emergence of taxes or bans on the use of single-use plastic.
Environmental Law
The European Commission, Directorate-General for the Environment is responsible for EU policy on the environment and for monitoring the implementation of related laws. The European Union has issued numerous directives relating to environmental protection, including those aimed at improving the quality of water, addressing air and noise pollution, assuring the safety of chemicals and setting standards for waste disposal and clean-up of contamination. European directives are given effect by specific regulations in Member States and applicable regulations have been implemented in each of the countries in which we conduct our manufacturing activities. In addition, there may also be further regulations implemented at a country level in other countries in which we operate. Accordingly, our facilities must obtain permits for certain operations and must comply with requirements relating to, among others, water supply and use, water discharges and air emissions, solid and hazardous waste storage, management and disposal of waste, clean-up of contamination and noise pollution.
We are also subject to legislation designed to reduce energy usage and carbon dioxide emissions and also restrictions on the use of ozone depleting substances such as hydrochlorofluorocarbons ("HCFCs"). HCFCs are used in refrigeration systems and their use will be phased out as part of our normal maintenance, repair and replacement activities and we do not expect a need for significant incremental capital expenditures for this purpose.
Compliance with environmental laws and regulations is managed at the facility level. The majority of our manufacturing facilities have a detailed environmental management system which are externally audited on an annual basis for compliance with ISO 14001 or BRC.
In addition, under some environmental laws and regulations, we could be responsible for contamination we may have caused and investigating or remediating contamination at properties we own or occupy, even if the contamination was caused by a prior owner or other third party or was not due to our fault, and even if the activity which resulted in the contamination was legal at the time it occurred.
Occupational Health and Safety
The safety and health of our employees is the number one priority for the business and in 2022 we embarked on a "safety first everyone, everyday" program to embed the culture of safety first across our business. This program alongside our commitment to identifying and reducing risk in the workplace has resulted in a significant improvement in our safety performance.
We continue to develop our Group Safety Management system and are working towards certification to International Standards ISO45001 and ISO18001 at all our Manufacturing Facilities.
We have a legal responsibility to protect the health and safety of our employees, customers and any other persons who may be affected by our operations.operations and aim to meet the European Framework Directive on Safety and Health at Work (89/391 EEC). We continually strive to providecomply with all the local and European legislation in all the countries we have a safe workplace; controllingpresence, ensuring we share best practices and eliminating risksprocedures across our business to healthcontinuously improve our safety and well-being; ensuring that our facilities and the equipment within them are safe and that the environmental health and safety procedures are both established and adhered to. performance.
We strive to ensure that dangerous articles and substances are transported, stored and used safely; provide adequate welfare facilities; provide workers with the information, instruction, training and supervision necessary to preserve and improve their health and safety; and consult with workers on health and safety matters. The COVID-19 pandemic has not impacted the majority
In all of our occupational health compliance programs but due to the need to follow local government guidelines, the programs for the health monitoring of employees have needed to be suspended until such time as government guidelines will allow the programs to resume safely. This could give rise to an increased risk of health issues of employees not being picked up in a timely fashion as a result of the programs being suspended.
We aim to meet the European Framework Directive on Safety and Health at Work (89/391 EEC) ensuring we comply with all the local and European legislation in all the countrieslocations we have a presence, ensuring we share best practices and procedures across our business to continuously improve our safety and environmental performance whilst driving a positive safety culture.
We have established a Health and Safety Management System modeled on the international Occupational Health & Safety management system specification ISO 45001. Our manufacturing facilitiesremoved Group specific COVID-19 protocols, but sites continue to strive for accreditation in ISO 45001monitor COVID conditions and many have already achieved this recognition and many more continueare empowered to work towards it across our network.deploy site specific control measures if required.
Compliance Programs
We have established policies and procedures aimed at compliance with applicable legislation and regulations, including policies for Anti-Bribery and Corruption as well as Trade Sanctions. In addition, ourOur Code of Business Principles as our framework policy is designed to ensure compliance with applicable legal and regulatory requirements to drive a strong compliance culture.culture throughout all of our operations. A breach of the Code of Business Principles can lead to disciplinary action, including termination of employment.
Our SafeCall Line,Safecall reporting line, which is operated by an external service provider, allows employees to report issues or ethical concerns anonymously. Compliance at the local level is based in large part on building strong local companies and developing a proper approach in coping with operational dilemmas within the boundaries of applicable laws and responsible conduct. Local management, assisted by the Internal Audit department, carries out reviews to identify compliance risks and to ensure that adequate systemsprocedures to manage those risks are in place. We continually analyze and assess changes in applicable laws and regulations, and implement appropriate adaptations are implemented when necessary.
Insurance
We have a comprehensive Global Insurance Program covering all territories that the organization operates within and undertake regular risk reviews. We continually assess business risks as part of the review to ensure we maintain an effect insurance program covering risk exposures.
The Global Insurance Program encompasses coverages such as directors and officers, property damage and business interruption, public liability, product liability, employer's liability, personal accident and travel, advertising motor and marine.motor.
Human Capital management
1.Leadership Development and Talent Management.
Recruiting, developing and engaging our workforce is critical to executing our strategy and achieving business success. The board oversees and is updated on the company’s leadership development and talent management strategies designed to recruit, attract, develop and retain business leaders who can drive financial and strategic growth objectives and build long-term shareholder value. The board has also reviewed succession plans for the Chief Executive Officer and his direct reports.
2. Culture and Employee Engagement.
The board is keenly interested in ensuring that the company maintains and promotes a culture that fosters the values, behavior and attributes necessary to advance the company’s business strategy and purpose and encourage employee engagement and commitment. We regularly seek colleagues views and feedback on how successfully we are doing this through our annual survey.
3. Human Capital Management
The efficient production of high-quality products and successful execution of our strategy requires a talented, skilled and engaged team of employees. We aim to give our colleagues training to do their jobs, as well as opportunities to expand their skills and contributions over time. We are also committed to maintaining a safe and secure workplace for our employees and have recently set specific safety standards to identify and manage critical risks. We prohibit workplace discrimination, and we do not tolerate abusive conduct or harassment. We also believe that respect for human rights is fundamental to our purpose of Serving the World with Better Food and to our commitment to ethical business conduct. Our code of Business Conduct is set out in our ‘Code of Business Principles’ and is available on our website.
Supporting our workforce in 2022 has been a key focus as inflation moved ahead of wage growth. In order to help our colleagues in the established business we announced a one off Cost of Living Payment in December aimed at the lower paid part of our workforce. Our proposal reached over 80% of our workforce across our established markets. In addition, in order to attract and retain our colleagues in the Adriatics we made a one off investment into the pay rates of our colleagues across the business, in recognition of the key role our workforce plays in our business success.
4. Diversity and Inclusion
We believe that fostering a culture of inclusion and belonging strengthens our ability to recruit talent and allows all of our employees to thrive and succeed. We actively cultivate a culture that acknowledges, respects and values all dimensions of diversity - including gender, race, sexual orientation, ability, backgrounds and beliefs. Ensuring diversity of input and perspectives is core to our business strategy, and we are committed to recruiting, retaining, developing and advancing a workforce that reflects the diversity of the consumers we serve. We have an active Inclusion plan and are working to embed our culture of inclusion and belonging into our day-to-day ways of working through: Shine (Support program aimed at improving internal female talent pipeline), a growing number of networks promoting representation and inclusion and enabling our employees to have space for debate and growth and continuing with our program of Inclusive leadership and Inclusive hiring training.
Supporting Our Workforce During the COVID-19 pandemic, Nomad Foods implemented an enterprise-wide response to ensure the health and safety of all of our colleagues. In our manufacturing facilities, we enacted social distancing protocols, temperature checks, enhanced sanitation, mask use and other protective equipment and practices. Our layered protections, combined with robust contact tracing and exclusion protocols, enable the continued operation of our manufacturing and distribution facilities without significant disruption. During the pandemic, our office staff shifted primarily to working remotely as dictated by local conditions.
C. Organizational Structure
We (Nomad Foods Limited) are a holding company with 5152 subsidiaries, all of which are wholly-owned by us. The following table provides a list of all of our significant subsidiaries and their country of incorporation.
| | | | | | | | | | | | | | | | | | | | |
| Name | | Activity | | Country of
incorporation | | Ownership as
of December 31,
20212022 |
| Nomad Foods Europe Holdings Limited | | Holding | | England | | 100% |
| Nomad Foods Europe Holdco Limited | | Holding | | England | | 100% |
| Nomad Foods Europe Finco Limited | | Holding | | England | | 100% |
| Nomad Foods Europe Midco Limited | | Holding/Finance | | England | | 100% |
| Nomad Foods Bondco Plc | | Finance | | England | | 100% |
| Nomad Foods Lux S.à.r.l. | | Finance | | Luxembourg | | 100% |
| Nomad Foods Europe Limited | | Management | | England | | 100% |
| Birds Eye Limited | | Trading | | England | | 100% |
| Nomad Foods Europe Finance Limited | | Finance | | England | | 100% |
| Birds Eye Ireland Limited | | Trading | | Republic of
Ireland | | 100% |
| Iglo Holding GmbH | | Holding | | Germany | | 100% |
| Iglo Nederland B.V. | | Trading | | Netherlands | | 100% |
| Iglo Belgium S.A. | | Trading | | Belgium | | 100% |
| Iglo Portugal | | Trading | | Portugal | | 100% |
| Iglo Austria Holdings GmbH | | Holding | | Austria | | 100% |
| C.S.I. Compagnia Surgelati Italiana S.R.L. | | Trading | | Italy | | 100% |
| Findus Sverige Holdings AB | | Holding | | Sweden | | 100% |
| Iglo GmbH | | Trading | | Germany | | 100% |
| Frozen Fish International GmbH | | Trading | | Germany | | 100% |
| Liberator Germany Newco GmbH | | Property | | Germany | | 100% |
| Iglo Austria GmbH | | Trading | | Austria | | 100% |
| Findus Sverige AB | | Trading | | Sweden | | 100% |
| Frionor Sverige AB | | Holding | | Sweden | | 100% |
| Findus Holdings France SAS | | Holding | | France | | 100% |
| Findus France SAS | | Trading | | France | | 100% |
| Findus Espana SLU | | Trading | | Spain | | 100% |
| Findus Danmark A/S | | Trading | | Denmark | | 100% |
| Findus Finland Oy | | Trading | | Finland | | 100% |
| Findus Norge AS | | Trading | | Norway | | 100% |
| Findus Norge Holding AS | | Holding | | Norway | | 100% |
| Toppfrys AB | | Trading | | Sweden | | 100% |
| Findus Switzerland AG | | Trading | | Switzerland | | 100% |
| LEDO plus d.o.o. | | Trading | | Croatia | | 100% |
| INDUSTRIJA SMRZNUTE HRANE FRIKOM DOO BEOGRAD | | Trading | | Serbia | | 100% |
| LEDO d.o.o. Čitluk | | Trading | | Bosnia & Herzegovina | | 100% |
| IRIDA d.o.o. | | Trading | | Croatia | | 100% |
| LEDO Jégkrém és Fagyasztott Élelmiszer Gyártó és Forgalmazó Korlátolt Felelősségű Társaság | | Trading | | Hungary | | 100% |
| Ledo d.o.o. (LEDO, podjetje za trgovino s sladoledom, zmrznjeno hrano in storitve, d.o.o.) | | Trading | | Slovenia | | 100% |
| | | | | | | | | | | | | | | | | | | | |
| Ledo d.o.o. Podgorica (Društvo Za Proizvodnju, promet roba i usluga “Ledo” d.o.o. Podgorica) | | Trading | | Montenegro | | 100% |
| Ledo Sh.p.k. | | Trading | | Kosovo | | 100% |
| FRIKOM BEOGRAD DOOEL Cucer Sandevo | | Trading | | North Macedonia | | 100% |
D. Property, Plant and Equipment
The following table sets forth information on the main manufacturing sites used by us in our business:
| | Facility | Facility | | Products | | Production (ktons) | | Utilization % | | Freehold/
Leasehold | | Footprint | Facility | | Products | | Production (ktons) | | Utilization % | | Freehold/
Leasehold | | Footprint |
| Belgrade, Serbia | Belgrade, Serbia | | Ice cream, Pastry Products, Vegetables, Fruits | | 36 | | 52% | | Freehold | | Site: 116,500 m2
Buildings: 8,100 m2 | Belgrade, Serbia | | Ice cream, Pastry Products, Vegetables, Fruits | | 31 | | 49% | | Freehold | | Site: 116,500 m2
Buildings: 8,100 m2 |
| Boulogne, France | Boulogne, France | | Fish Products | | 19 | | 71% | | Leasehold | | Buildings: 11,000 m2 | Boulogne, France | | Fish Products | | 16 | | 72% | | Leasehold | | Buildings: 11,000 m2 |
| Bralanda, Sweden | Bralanda, Sweden | | Vegetables | | 10 | | 71% | | Freehold | | Site: 80,000m2
Buildings: 40,000m2 | Bralanda, Sweden | | Vegetables | | 10 | | 80% | | Freehold | | Site: 80,000m2
Buildings: 22,000m2 |
| Bremerhaven, Germany | Bremerhaven, Germany | | Fish Products | | 108 | | 97% | | Leasehold | | Site: 90,000 m2
Buildings: 30,000 m2 | Bremerhaven, Germany | | Fish Products | | 90 | | 85% | | Leasehold | | Site: 90,000 m2
Buildings: 30,000 m2 |
| Cisterna, Italy | Cisterna, Italy | | Vegetables, Free Flow Meals, Fish Fingers, Sofficini | | 80 | | 77% | | Freehold | | Site: 269,560 m2
Buildings: 69,198 m2 | Cisterna, Italy | | Vegetables, Free Flow Meals, Fish Fingers, Sofficini | | 71 | | 80% | | Freehold | | Site: 269,560 m2
Buildings: 69,198 m2 |
| Citluk, Bosnia & Herzegovina | Citluk, Bosnia & Herzegovina | | Fish Products, Fruits, Vegetables | | 2 | | 47% | | Freehold | | Site: 12,694 m2
Buildings: 6,552 m2 | Citluk, Bosnia & Herzegovina | | Fish Products, Fruits, Vegetables | | 2 | | 43% | | Freehold | | Site: 12,694 m2
Buildings: 6,552 m2 |
| Daruvar, Croatia | Daruvar, Croatia | | Fish Products | | 3 | | 59% | | Freehold | | Site: 30,223 m2
Buildings: 2,589 m2 | Daruvar, Croatia | | Fish Products | | 3 | | 61% | | Freehold | | Site: 30,223 m2
Buildings: 2,589 m2 |
| Hull, UK | Hull, UK | | Yorkshire Puddings, Accompaniments & Desserts | | 23 | | 72% | | Freehold | | Site: 39,000 m2
Buildings: 15,000 m2 | Hull, UK | | Yorkshire Puddings, Accompaniments & Desserts | | 21 | | 66% | | Freehold | | Site: 39,000 m2
Buildings: 15,000 m2 |
| Larvik, Norway | Larvik, Norway | | Vegetables, Free Flow Meals, Ready Meals | | 8 | | 30% | | Freehold | | Site: 57,968 m2
Buildings: 7,246 m2 | Larvik, Norway | | Vegetables, Free Flow Meals, Ready Meals | | 7 | | 34% | | Freehold | | Site: 57,968 m2
Buildings: 7,246 m2 |
| Loftahammar, Sweden | Loftahammar, Sweden | | Bakery Products | | 2 | | 47% | | Freehold | | Buildings: 5,300 m2 Site: 21,000 m2 | Loftahammar, Sweden | | Bakery Products | | 2 | | 52% | | Freehold | | Buildings: 5,300 m2 Site: 21,000 m2 |
| Longford, ROI | Longford, ROI | | Frozen Pizza Products | | 18 | | 91% | | Freehold | | Buildings: 6,200 m2 | Longford, ROI | | Frozen Pizza Products | | 17 | | 91% | | Freehold | | Buildings: 6,200 m2 |
| Lowestoft, UK | Lowestoft, UK | | Vegetables, Fish Products, Poultry, Potato, Beef Burgers | | 127 | | 92% | | Mixed | | Buildings: 45,000 m2
Site: 99,000 m2 | Lowestoft, UK | | Vegetables, Fish Products, Poultry, Potato, Beef Burgers | | 115 | | 83% | | Mixed | | Buildings: 45,000 m2
Site: 99,000 m2 |
| Naas, ROI | Naas, ROI | | Frozen Pizza Products | | 42 | | 93% | | Freehold | | Buildings: 12,000 m2
Site: 20,000 m2 | Naas, ROI | | Frozen Pizza Products | | 44 | | 99% | | Freehold | | Buildings: 5,930 m2
Site: 35,288 m2 |
| Reken, Germany | Reken, Germany | | Vegetables, Free Flow Meals, Ready Meals, Special Foods | | 111 | | 90% | | Freehold | | Buildings: 118,000 m2
Site: 43,000 m2 | Reken, Germany | | Vegetables, Free Flow Meals, Ready Meals, Special Foods | | 89 | | 79% | | Freehold | | Buildings: 43,000 m2
Site: 118,000 m2 |
| Rorschach, Switzerland | Rorschach, Switzerland | | Pancakes, Ready Meals | | 5 | | 65% | | Freehold | | Buildings: 8,500 m2
Site: 11,000 m2 | Rorschach, Switzerland | | Pancakes, Ready Meals | | 4 | | 60% | | Freehold | | Buildings: 8,500 m2
Site: 11,000 m2 |
| Sesvete, Croatia | Sesvete, Croatia | | Fruits, Vegetables | | 8 | | 63% | | Leasehold | | Site: 2,208 m2
Buildings: 11,208 m2 | Sesvete, Croatia | | Fruits, Vegetables | | 8 | | 51% | | Leasehold | | Site: 2,208 m2
Buildings: 11,208 m2 |
| Tonsberg, Norway | Tonsberg, Norway | | French Fries, Vegetables, Free Flow Meals | | 29 | | 68% | | Leasehold | | Buildings: 30,000 m2
Site: 58,000 m2 | Tonsberg, Norway | | French Fries, Vegetables, Free Flow Meals | | 24 | | 69% | | Leasehold | | Buildings: 30,000 m2
Site: 58,000 m2 |
| Valladolid, Spain | Valladolid, Spain | | Vegetables, Free Flow Meals, Ready Meals, Pastry Products, Pizza | | 17 | | 60% | | Freehold | | Buildings: 50,000 m2
Site: 80,000 m2 | Valladolid, Spain | | Vegetables, Free Flow Meals, Ready Meals, Pastry Products, Pizza | | 16 | | 50% | | Freehold | | Buildings: 50,000 m2
Site: 80,000 m2 |
| Zagreb, Croatia | Zagreb, Croatia | | Ice cream, Pastry Products | | 23 | | 48% | | Freehold | | Site: 23,129 m2
Buildings: 9,739 m2 | Zagreb, Croatia | | Ice cream, Pastry Products | | 24 | | 40% | | Freehold | | Site: 23,129 m2
Buildings: 9,739 m2 |
For more information on property, plant and equipment see Note 12 “Property, plant and equipment”. We lease our principal executive offices located at No. 1 New Square, Bedfont Lakes Business Park, Feltham, Middlesex, TW14 8HA, which is 36,549 square feet in size.
Item 4A. Unresolved Staff Comments
None.
Item 5. Operating and Financial Review and Prospects
The following is a discussion of the financial condition and results of operations for the years ended December 31, 20212022 and 2020.2021. Discussion regarding our financial condition and results of operations for the year ended December 31, 20202021 as compared to the year ended December 31, 20192020 is included in Item 5 of our Annual Report on Form 20-F for the year ended December 31, 2020,2021, filed with the SEC on February 25, 2021March 3, 2022 (the "2020"2021 Form 20-F").
Some of the information contained in this discussion and analysis or set forth elsewhere in this annual report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in Item 3 Key Information-D. Risk Factors of this annual report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. This discussion should be read in conjunction with our audited historical consolidated financial statements and other financial information included elsewhere in this annual report.
The historical financial information has been prepared in accordance with IFRS.
Overview
Nomad operates in the European frozen food market, selling its products primarily to large grocery retailers either directly or through distribution arrangements primarily in the UK, Italy, Germany, France, Sweden, and Austria.
TheThese countries representingrepresent our top six markets and collectively represented approximately 79%80% of the total European Savory frozen food markets (in terms of retail sales value) and generated 78%70% of our revenue in 2021.2022. We also sell our products across western & southern Europe, as well as Ireland and the Nordics. Since the Fortenova Acquisition in Ireland, Austria, Belgium, Finland, Ireland, Portugal, Switzerland, Denmark, The Netherlands and Spain.2021, this has extended the reach to south-eastern Europe. The brands under which we sell our products are “Birds Eye”, "Aunt Bessie's" and "Goodfella's" in the UK and Ireland, "San Marco" in the UK, “Findus” in Italy, France, Spain, Sweden, Switzerland and Norway, “iglo” in Germany and other continental markets, "Ledo" in south-eastern Europe and "Frikom" in Serbia and North Macedonia.
We currently operate nineteen manufacturing plants, three in Croatia, two in Germany, two in Sweden, two in Norway, two in Ireland, two in the UK and one each in Spain, Italy, France, Serbia, Bosnia & Herzegovina and Switzerland.
COVID-19Conflict between Ukraine and Russia
WithWe are monitoring the spreadsituation in Ukraine closely given the current and potential impacts of COVID-19,the conflict on our operations, financial condition and results of operations. Although we have experienced a significant increaseno commercial operations or manufacturing footprint in demand and revenue growth, as consumers have increased their frozen food purchases for in-home consumption. One of our main objectives as this crisis unfolds is to maintain the availability of our products to meet the needs of our consumers. In response to increased demand,either Russia or Ukraine, we have seen unprecedented input cost inflation and increased production. To date, we have not experienced material disruptionscomplexity and volatility in our supply chain or operations, although we cannot assure you that this will not occur indue to the future. We were not materially affected by mandated lockdowns and other related restrictions and only experienced temporary disruptions in operations that were not material to our consolidated results for the year ended December 31, 2020 or the year ended December 31, 2021.crisis.
We believe that reducing our exposure to Russia, partially by diversifying our source of fish and our alternative species of fish, is in the steps webest interests of the company as well as the right action to take in light of recent events. We source a material amount of our fish from Russia and due to the conflict, are actively pursuing opportunities to introduce alternative species and product formats to reduce our Russian exposure as quickly and effectively as possible. Due to our status as frozen category leader and our commitment to source wild-caught fish to the Marine Stewardship Council (MSC) certification standard, this will take time to execute. We have taken to enhance our capital structure and liquidity over the last several years and months have strengthened our ability to operate through current conditions and we have not had to take any steps to access additional credit or capitalreduce our reliance on Russian sourced fish including, (i) increasing the amount of fish we purchase from the United States (to the extent permitted by quotas), (ii) exploring alternative species of fish, and (iii) expanding into new product formats such as a result of COVID-19.
The business and economic environment is changing rapidly, and additional impacts may arise that we cannot currently anticipate. While there is still significant uncertainty about the ongoing impactsfarmed fish. For example, one of the COVID-19 outbreak onways we are diversifying our sources of sustainable fish is by signing 3 new contracts to secure the global economysupply of high-quality Aquaculture Stewardship Council (ASC) certified farmed pangasius from a leading Vietnamese supplier starting in 2023.
Additionally, we are accelerating relevant R&D projects and onexpanding into other categories such as “fishless fish” and expanding our business, barring material business disruptions in our supply chain or otherwise or other negative developments discussed in our Risk Factors, including shutdownsvegetables category to create a broader range of our facilities or reduced operations due to outbreaks of the virus, we anticipate continuing to meet the demand of consumersoptions for our frozen food products. We continue to communicate with and support our employees and customers, monitor and take steps to further safeguard our supply chain, operations, technology and assets, protect our liquidity and financial position, work toward our strategic priorities and monitor our financial performance as we seek to position the Company to withstand the current uncertainty related to this pandemic.consumers.
Macroeconomic
In the last 12 months we have seen huge volatility in our macro environment driven by the war in Ukraine and further Covid restrictions impacting our supply chain (e.g. China). This has resulted in the need to focus on our two most urgent challenges: significantly higher raw material prices and risks to our fish supply.
For our consumers, the Ukraine and Russia conflict and supply chain restrictions have driven a cost of living crisis as well as an anticipated recession, and we have therefore made a number of interventions to our plans to ensure we remain on track to deliver our medium-term commitments.
Throughout 2022, we experienced higher than anticipated input cost inflation, including higher transportation and supply chain costs which we have attempted to mitigate through pricing increases. We anticipate such inflation to persist throughout 2023. Our clear priorities are pricing for inflation, securing the future of fish, and accelerating Green Cuisine as we believe these will have the biggest commercial impact on our short term and long-term success. We believe these agile commercial interventions, coupled with media investment, commercializing sustainability and accelerating our presence in discounters, will allow us to retain our existing consumer base and attract new consumers to the category and our brands. We believe these strong fundamentals will set us up for long-term sustained growth.
Financings and Acquisitions
On March 22, 2019 we issued 20,000,000 ordinary shares in a public offering at $20.00 per share for aggregate gross proceeds of $400.0 million (€353.6 million). Directly attributed transaction costs of €11.1 million were incurred.
On March 13, 2020, the Company announced a share repurchase program to purchase up to an aggregate of $300.0 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. After the announcement, the Company entered into a series of open-market repurchases. During 2020, the Company repurchased and cancelled 11,913,682 ordinary shares at an average price of $21.04, for aggregate gross costs of $250.9 million (€217.4 million) had been repurchased and canceled.. Directly attributed transaction costs of €0.2 million were incurred. During 2021, the Company repurchased and cancelled a further 507,396 ordinary shares were repurchased and cancelled at an average price of $25.29 for aggregate gross costs of $12.8 million (€10.5 million).
On September 15, 2020, the Company repurchased by way of a Dutch auction a total of 18,061,952 ordinary shares at a clearing price of $25.50 per share amounting to the aggregate purchase price of $460.6 million (€389.3 million) which was paid to the prevailing shareholders with all shares canceled as of the same date. Directly attributed transaction costs of €1.9 million were incurred.
On December 31, 2020, we completed the Findus Switzerland AG acquisition for consideration of €112.8 million which produces and sells frozen food in Switzerland. The deal extends the geographical reach of this brand, complementing the existing business model. The acquisition also included a production facility in Rorschach, Switzerland.
On June 24, 2021, the Company amended and restated its Senior Facilities Agreement to (i) refinance its existing €553.2 million senior secured term loan facility through a new 7-year term facility due 2028 (the "Senior EUR Loan"), paying interest at a rate equal to the EURIBOR with a zero floor plus a margin of 2.5%, and (ii) replace the existing €80€80.0 million revolving credit facility with a new €175 million facility, paying the interest rate applicable to the respective drawn down currency plus 2.25%. Per the restated Senior Facilities Agreement, the Sterling Overnight Index Average (“SONIA”) has replaced GBP LIBOR and is effective immediately if there is a drawdown on the facility. The Secured Overnight Financing Rate (“SOFR”) will replace U.S. Dollar LIBOR and Swiss Average Rate Overnight (“SARON”) will replace CHF LIBOR, when existing benchmark rates are replaced. The revolving credit facility also includes margin ratchets linked to the future leverage of the Group, and achievement of the ESG linked KPI's.
On June 24, 2021, the Company through its indirect, wholly-owned subsidiary, Nomad Foods Bondco Plc, repaid the €400.0 million 3.25% senior secured notes due 2024 and completed a private offering of €750.0��750.0 million aggregate principal amount of 2.5% senior secured notes due June 24, 2028. Interest on the Notes accrues from the date of issue and is payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2022. Subsequent to the Initial Bond Offering, on July 9, 2021 the Company completed a subsequent private offering of €50.0 million aggregate principal amount of 2.5% senior secured notes due 2028, issued at a price of €100.75.
On August 5, 2021, the Company announced a new share repurchase program to purchase up to an aggregate of $500.0 million of the Company’s ordinary shares to be executed. 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, at the Company's discretion, as permitted by securities law and other legal requirements. Pursuant to the program, as at December 31, 2021, the Company repurchased and cancelled 3,090,082 ordinary shares had been repurchased and cancelled at an average price of $24.50, for aggregate gross costs of $75.8 million (€67.1 million). Directly attributed transaction costs of €0.1 million were incurred. During 2022, the Company repurchased and cancelled a further 1,160,547 ordinary shares in open market transactions at an average price of $26.23 for aggregate gross costs of $30.5 million (€26.8 million) under this authorization.
On September 30, 2021, the Company announced the completion of the acquisition of the Fortenova Group’s Frozen Food Business Group (FFBG) for consideration of €640.1€641.6 million. FFBG is a leading European frozen food portfolio operating in attractive markets new to Nomad, including Croatia, Serbia, Bosnia & Herzegovina, Hungary, Slovenia, Kosovo, North Macedonia and Montenegro. Its two anchor brands, Ledo and Frikom, have unparalleled consumer awareness and number one market share in many of these markets and offer a broad range of frozen food products including fish, fruits, vegetables, ready meals, pastry and ice cream.
On November 10, 2022, the Company announced that it closed on the issuance of both a $700.0 million (€700.6 million) term loan bearing interest at a rate per annum equal to the SOFR rate plus 3.75% and a €130.0 million term loan bearing interest at a rate per annum equal to EURIBOR plus 3.5%, both due November 10, 2029. The net proceeds from these loans were used to repay the Company's existing Senior Secured U.S. Dollar term loan due in 2024 in full, and for transaction expenses and general corporate purposes.Accounting for the Findus SwitzerlandFortenova Acquisition
We haveThe Fortenova acquisition is reflected the Findus Switzerland acquisition in our consolidated financial statements prepared in accordance with IFRS from theSeptember 30, 2021 (the date of the acquisition, December 31, 2020.acquisition).
We have accounted for the acquisition using the purchase method as required by IFRS 3 "Business Combinations" which allows the Company a year after the acquisition date in which to finalize the valuation of identifiable assets acquired as well as liabilities assumed on the acquisition date.assumed. Due to the timing of the acquisition, the valuation of the business had not been completed within the 2020 Form 20-F, with the difference between the consideration paid and the book value of assets valued being provisionally allocated to goodwill.by December 31, 2021. The Company has since completed the exercise, resulting in a corresponding adjustment to Goodwill. These adjustments have resultednot been considered material, thus did not result in a restatement of the previously reported Statement of Financial Position as of December 31, 2020 as disclosed in Note 14 "Acquisitions" within Item 18.
Accounting for the Fortenova Acquisition
We have reflected the Fortenova acquisition in our consolidated financial statements prepared in accordance with IFRS from the date of the acquisition, September 30, 2021.
We have accounted for the acquisition using the purchase method as required by IFRS 3 "Business Combinations" which allows the Company a year after the acquisition date in which to finalize the valuation of identifiable assets acquired as well as liabilities assumed on the acquisition date. The Company has performed a preliminary exercise to fair value the acquired assets and liabilities2021 as disclosed in Note 14 "Acquisitions" within Item 18.
Recently Issued and Not Yet Adopted Accounting Pronouncements under IFRS
Information relating to “IFRSs recently issued and not yet adopted” are described in detail and are reported in Note 2 to the Financial Statements.
A. Operating Results
Overview of Results
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | | Year ended December 31, 2022 | | Year ended December 31, 2021 | |
| | €m | | €m | | | €m | | €m | |
Statement of Income data: | Statement of Income data: | | | | | Statement of Income data: | | | | |
| Revenue | Revenue | 2,606.6 | | | 2,515.9 | | | Revenue | 2,939.7 | | | 2,606.6 | | |
| Cost of sales | Cost of sales | (1,862.3) | | | (1,753.4) | | | Cost of sales | (2,124.4) | | | (1,862.3) | | |
| Gross profit | Gross profit | 744.3 | | | 762.5 | | | Gross profit | 815.3 | | | 744.3 | | |
| Other operating expenses | Other operating expenses | (356.3) | | | (382.7) | | | Other operating expenses | (391.2) | | | (356.3) | | |
| Exceptional items | Exceptional items | (45.3) | | | (20.6) | | | Exceptional items | (48.7) | | | (45.3) | | |
| | Operating profit | Operating profit | 342.7 | | | 359.2 | | | Operating profit | 375.4 | | | 342.7 | | |
| Finance income | Finance income | 0.1 | | | 4.7 | | | Finance income | 12.1 | | | 0.1 | | |
| Finance costs | Finance costs | (106.1) | | | (68.4) | | | Finance costs | (66.5) | | | (106.1) | | |
| Net finance costs | Net finance costs | (106.0) | | | (63.7) | | | Net finance costs | (54.4) | | | (106.0) | | |
| Profit before tax | Profit before tax | 236.7 | | | 295.5 | | | Profit before tax | 321.0 | | | 236.7 | | |
| Taxation | Taxation | (55.7) | | | (70.4) | | | Taxation | (71.2) | | | (55.7) | | |
| Profit for the period | 181.0 | | | 225.1 | | | |
| profit for the year | | profit for the year | 249.8 | | | 181.0 | | |
The table below presents certain additional key performance indicators:
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | | Year ended December 31, 2022 | | Year ended December 31, 2021 | |
| (€ in millions, except percentages) | (€ in millions, except percentages) | €m | | €m | | (€ in millions, except percentages) | €m | | €m | |
Adjusted Gross Margin(1) | Adjusted Gross Margin(1) | 28.9 | % | | 30.3 | % | | Adjusted Gross Margin(1) | 27.7 | % | | 28.9 | % | |
Adjusted EBITDA(2) | Adjusted EBITDA(2) | 486.7 | | | 466.8 | | | Adjusted EBITDA(2) | 524.4 | | | 486.7 | | |
Adjusted EBITDA Margin(3) | Adjusted EBITDA Margin(3) | 18.7 | % | | 18.6 | % | | Adjusted EBITDA Margin(3) | 17.8 | % | | 18.7 | % | |
(1)Adjusted Gross Margin. Represents Adjusted Gross Profit as a percentage of revenue for the relevant period. Adjusted Gross Profit and Adjusted Gross Margin exclude acquisition purchase price adjustments within cost of goods sold. Adjusted Gross Profit and Adjusted Gross Margin are non-IFRS financial measures and you should exercise caution in comparing our Adjusted Gross Profit and Adjusted Gross Margin with similarly titled measures of other companies, as the definition may not be comparable.
(2)Adjusted EBITDA. EBITDA is profit or loss for the period before taxation, net financing costs, depreciation and amortization. Adjusted EBITDA is EBITDA adjusted to exclude, when they occur, the impacts of exited markets, acquisition purchase price adjustments, and exceptional items such as restructuring charges, goodwill and intangible asset impairment charges and other unusual or non-recurring items. In addition, we exclude other adjustments such as the impact of share-based payment expenses and related employer payroll taxes, and non-operating M&A related costs, because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance. The Company believes Adjusted EBITDA provides important comparability of underlying operating results, allowing investors and management to assess operating performance on a consistent basis. Accordingly, the information has been disclosed in this annual report to permit a more complete and comprehensive analysis of our operating performance. You should exercise caution in comparing our Adjusted EBITDA with similarly titled measures of other companies, as the definition may not be comparable. Adjusted EBITDA should not be considered as an alternative to profit/(loss) for the period, determined in accordance with IFRS, as an indicator of the Company’s operating performance.
(3)Adjusted EBITDA Margin. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue for the relevant period. Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS measures and you should not consider them an alternative or substitute to operating profit or operating margin as a measure of operating performance.
The following table reconciles revenue to Adjusted Gross Profit and Adjusted Gross Margin for the periods presented: | | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31, 2019 (1) | | | Year ended December 31, 2022 | | Year ended December 31, 2021 | | Year ended December 31, 2020 | |
| | €m | | €m | | €m | | | €m | | €m | | €m | |
| Revenue | Revenue | 2,606.6 | | | 2,515.9 | | | 2,324.3 | | | Revenue | 2,939.7 | | | 2,606.6 | | | 2,515.9 | | |
| Cost of sales | Cost of sales | (1,862.3) | | | (1,753.4) | | | (1,626.4) | | | Cost of sales | (2,124.4) | | | (1,862.3) | | | (1,753.4) | | |
| Gross Profit | Gross Profit | 744.3 | | | 762.5 | | | 697.9 | | | Gross Profit | 815.3 | | | 744.3 | | | 762.5 | | |
Gross Margin (2)(1) | Gross Margin (2)(1) | 28.6 | % | | 30.3 | % | | 30.0 | % | | Gross Margin (2)(1) | 27.7 | % | | 28.6 | % | | 30.3 | % | |
| Cost of sales adjustments (3)(2) | Cost of sales adjustments (3)(2) | 8.4 | | | — | | | — | | | Cost of sales adjustments (3)(2) | — | | | 8.4 | | | — | | |
| Adjusted Gross Profit | Adjusted Gross Profit | 752.7 | | | 762.5 | | | 697.9 | | | Adjusted Gross Profit | 815.3 | | | 752.7 | | | 762.5 | | |
| Adjusted Gross Margin (4)(3) | Adjusted Gross Margin (4)(3) | 28.9 | % | | 30.3 | % | | 30.0 | % | | Adjusted Gross Margin (4)(3) | 27.7 | % | | 28.9 | % | | 30.3 | % | |
(1)The 2020 Form 20-F used Gross Margin as a Key Performance Indicator. Adjusted Gross Margin for the comparative periods was identical to Gross Margin.
(2)Gross margin represents gross profit as a percentage of revenue for the relevant period.
(3)(2)Cost of sales adjustments relate to acquisition purchase price adjustments within cost of goods sold.
(4)(3)Adjusted Gross Margin represents Adjusted Gross Profit as a percentage of revenue for the relevant period.
The following table reconciles profit for the periodyear to Adjusted EBITDA for the relevant period as follows:
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | | Year ended December 31, 2022 | | Year ended December 31, 2021 | |
| | €m | | €m | | | €m | | €m | |
| Profit for the period | 181.0 | | | 225.1 | | | |
| profit for the year | | profit for the year | 249.8 | | | 181.0 | | |
| Taxation | Taxation | 55.7 | | | 70.4 | | | Taxation | 71.2 | | | 55.7 | | |
| Net financing costs | Net financing costs | 106.0 | | | 63.7 | | | Net financing costs | 54.4 | | | 106.0 | | |
| Depreciation and amortization | Depreciation and amortization | 71.6 | | | 67.6 | | | Depreciation and amortization | 88.6 | | | 71.6 | | |
| Acquisition purchase price adjustments (1) | Acquisition purchase price adjustments (1) | 8.4 | | | — | | | Acquisition purchase price adjustments (1) | — | | | 8.4 | | |
| Exceptional items (2) | Exceptional items (2) | 45.3 | | | 20.6 | | | Exceptional items (2) | 48.7 | | | 45.3 | | |
| Other add-backs (3) | Other add-backs (3) | 18.7 | | | 19.4 | | | Other add-backs (3) | 11.7 | | | 18.7 | | |
| | Adjusted EBITDA | Adjusted EBITDA | 486.7 | | | 466.8 | | | Adjusted EBITDA | 524.4 | | | 486.7 | | |
(1)Relates to acquisition purchase price adjustments within cost of goods sold.
(2)Elimination of exceptional items which management believes are non-recurring and do not have a continuing impact. Details of what has been identified as exceptional is included in the Results of Operations for each reporting period as set out in this item and in Item 5 of the 20202021 Form 20-F.
(3)Represents the elimination of share-based payment charges and related employer payroll expense of €5.8€8.6 million (2020: €12.1(2021: €5.8 million) and elimination of non-operating M&A related costs professional fees, transaction costs and purchase accounting related valuations of €12.9€3.1 million (2020: €7.3(2021: €12.9 million). We exclude these costs because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance.
Description of Key Line Items and Certain Key Performance Indicators
Set forth below is a brief description of key items from our consolidated statements of income. For additional information, see Note 3 to our audited consolidated financial statements which appear elsewhere in this annual report.
Revenue. Revenue is comprised of sales of goods after deduction of discounts and sales taxes. It does not include sales between Nomad subsidiaries. Discounts given by us include rebates, price reductions and incentives given to customers, promotional couponing and trade communication costs. At each end date of a reporting period, any discount incurred, but not yet invoiced, is estimated and accrued. Revenue is recognized when control of the products has transferred, being when the products are delivered to the customer in accordance with the contractual arrangements. This is usually upon either the dispatch of a shipment or the delivery of goods to the customer but is dependent upon contractual terms that have been agreed with a customer. Sales discounts incurred but not yet invoiced are established based on management’s best estimate at the end of the reporting period.
Cost of Sales. Cost of Sales are comprised of the cost of the inventories and distribution costs. Cost of inventories includes expenses related to the procurement and purchase of raw materials, as well as conversion costs including labor costs, depreciation of production assets, fuel, electricity, equipment maintenance and inspection.
Other Operating Expenses. Other operating expenses are comprised of advertising and promotions and indirect costs. Indirect costs include staff costs, selling and marketing expenses, administration expenses, research and development expenses, amortization of software, amortization of brands and other expenses.
Exceptional items. The separate reporting of exceptional items which are presented as exceptional within the relevant income statement category helps provide an indication of our underlying business performance. Exceptional items have been identified and adjusted by virtue of their size, nature or incidence. In determining whether an event or transaction is exceptional, management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence.
Finance Income. Finance income is comprised of interest income, other financing related income and net foreign exchange gains on translations of financial assets and liabilities held for financing purposes in currencies other than the Company’s functional currency.
Finance Costs. Finance costs are comprised of interest expenses, net interest on net defined pension plan obligations, amortization of debt discounts and borrowing costs, net foreign exchange costs on translations of financial assets and liabilities held for financing purposes in currencies other than the Company’s functional currency, financing costs incurred as a result of amendments of debt terms and other financing related costs.
Taxation. Taxation is comprised of current tax expenses and deferred tax movements.
Gross Margin. Gross margin is gross profit as a percentage of revenue.
We also utilize certain additional key performance indicators, as described below. We believe these measures provide an important alternative measure with which to assess our underlying operating performance on a constant basis. Our calculation of Adjusted EBITDA and Adjusted EBITDA margin may be different from the calculations used by other companies and therefore comparability may be limited. Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS measures and you should not consider them an alternative or substitute to operating profit or operating margin as a measure of operating performance.
Adjusted Gross Margin. Adjusted Gross Margin represents Adjusted Gross Profit as a percentage of revenue for the relevant period. Adjusted Gross Profit and Adjusted Gross Margin exclude acquisition purchase price adjustments within cost of goods sold.
Adjusted EBITDA. Adjusted EBITDA is profit or loss for the period before taxation, net financing costs, depreciation and amortization, adjusted to exclude, when they occur, the impacts of exited markets, acquisition purchase price adjustments and exceptional items such as restructuring charges, goodwill and intangible asset impairment charges and other unusual or non-recurring items. In addition, we exclude other adjustments such as the impact of share-based payment expenses and related employer payroll taxes, and non-operating M&A related costs, because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance. The Company believes Adjusted EBITDA provides important comparability of underlying operating results, allowing investors and management to assess operating performance on a consistent basis.
Adjusted EBITDA Margin. Adjusted EBITDA margin is Adjusted EBITDA as a percentage of revenue.
Currency
Our consolidated financial statements have been presented in Euro, which is our functional currency. Unless specifically stated otherwise herein, transactions in foreign currencies have been translated at the foreign exchange rate at the date of the relevant transaction.
Changes in foreign currency rates have a translation impact on our reported operating results.
A significant portion of our operations have functional currencies other than Euro (including Pound Sterling, Norwegian Krone, Swedish Krona, Serbian Dinar and Swiss Franc)Franc amongst others). In preparing our financial statements, translations in currencies other than our functional currency are recognized at the rates of exchange prevailing at the dates of transaction. Accordingly, our results for each of the periods presented below have been impacted by fluctuations in foreign exchange rates. Where material, the impact of translation of currency on results has been provided. For a discussion on strategies to mitigate the effect of these fluctuations see Note 33 "Financial risk management".
Results of Operations for the Year Ended December 31, 20212022 and the Year Ended December 31, 20202021
| | | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31, 2022 | | Year ended December 31, 2021 |
| Statement of Income data: | Statement of Income data: | €m | | €m | Statement of Income data: | €m | | €m |
| Revenue | Revenue | 2,606.6 | | | 2,515.9 | | Revenue | 2,939.7 | | | 2,606.6 | |
| Cost of sales | Cost of sales | (1,862.3) | | | (1,753.4) | | Cost of sales | (2,124.4) | | | (1,862.3) | |
| Gross profit | Gross profit | 744.3 | | | 762.5 | | Gross profit | 815.3 | | | 744.3 | |
| Other operating expenses | Other operating expenses | (356.3) | | | (382.7) | | Other operating expenses | (391.2) | | | (356.3) | |
| Exceptional items | Exceptional items | (45.3) | | | (20.6) | | Exceptional items | (48.7) | | | (45.3) | |
| Operating profit | Operating profit | 342.7 | | | 359.2 | | Operating profit | 375.4 | | | 342.7 | |
| Finance income | Finance income | 0.1 | | | 4.7 | | Finance income | 12.1 | | | 0.1 | |
| Finance costs | Finance costs | (106.1) | | | (68.4) | | Finance costs | (66.5) | | | (106.1) | |
| Net finance costs | Net finance costs | (106.0) | | | (63.7) | | Net finance costs | (54.4) | | | (106.0) | |
| Profit before tax | Profit before tax | 236.7 | | | 295.5 | | Profit before tax | 321.0 | | | 236.7 | |
| Taxation | Taxation | (55.7) | | | (70.4) | | Taxation | (71.2) | | | (55.7) | |
| Profit for the period | 181.0 | | | 225.1 | | |
| profit for the year | | profit for the year | 249.8 | | | 181.0 | |
Revenue for the year ended December 31, 20212022 was €2,606.6€2,939.7 million (year ended December 31, 2020: €2,515.92021: €2,606.6 million). The 3.6%12.8% revenue increase was driven by acquisitions offset byand an organic revenue declineincrease of 2.1%1.8%, a measure which excludes the impact of the additional day in the comparative year (Leap Year) and the impact of translational foreign exchange and acquisitions compared to the year ended December 31, 2020.2021.
Gross profit, defined as revenue lessoffset by cost of sales, decreased €18.2increased €71.0 million to €815.3 million for the year ended December 31, 2022 from €744.3 million for the year ended December 31, 2021 from €762.5 million for the year ended December 31, 2020.2021. The decreaseincrease in gross profit was driven by the increase in revenue and a reduction in gross margin. Gross Margin, defined as gross profit as a percentage of revenue, reduced by 17090 basis points to 28.6%27.7% from 30.3%28.6% in the year ended December 31, 20202021 primarily due to:
•A 70490 basis point decrease relating to the underlying lower margin rates on the acquired businesses (Findus Switzerlandpoints increase from pricing, promotional investments and the Fortenova Acquisition).product mix
•A 100 basis points increase linked to acquisitions, which includes a 30 basis point decreaseincrease relating to the unwinding of the non-cash fair value uplift of inventory recorded in 2021 as part of the Findus Switzerland and Fortenova Acquisitions.
•A 10 basis points decrease from pricing, promotional investments and product mix.
•A 60680 basis points decrease due to cost of goods inflation.
Other operating expenses decreasedincreased to €356.3€391.2 million for the year ended December 31, 20212022 (year ended December 31, 2020: €382.72021: €356.3 million). The decreaseincrease of €26.4€34.9 million was driven primarily by decreased Advertising and Promotion linked to the reduction in our organic sales, and by a decrease in Indirect costs as a resultfull year inclusion of the Company's employee incentive program.Fortenova Acquisition, that was acquired on September 30, 2021.
Exceptional items of €45.3€48.7 million were incurred in the year ended December 31, 20212022 (year ended December 31, 2020: €20.62021: €45.3 million). Included in this charge are (i) a charge of €5.0€7.0 million from the release of indemnification assets (year ended December 31, 2020: €17.82021: €5.0 million), (ii) expenses related to integrating the Fortenova Acquisition of €9.5 million (year ended December 31, 2021: €3.5 million,million), (iii) expenses for an Information Technology Transformation Program of €4.4 million (year ended December 31, 2021: €4.2 million,million), (iv) expenses of €4.9€3.5 million relating to a factory optimization program which was initiated in 2018 (year ended December 31, 2020: €10.02021: €4.9 million), (v) expenses related to distribution network integration of €2.2 million, (vi) expenses associated with a multi-year, enterprise-wide transformation and optimization program that began in 2020 of €37.0 million (year ended December 31, 2021: €18.8 million), and (vii) expenses related to the integration of the Findus Switzerland business of €8.2 million (year ended December 31, 2021: €6.2 million), and (viii) a charge related to impairment of customer relationships of €5.8 million. In the year ended December 31, 2021, expenses of €5.3 million related to preparations for, and responding to, changes impacting our supply chain of the United Kingdom exiting the European Union ("Brexit") of €5.3 million (year ended December 31, 2020: €1.6 million), (vi) expenses associated with a multi-year, enterprise-wide transformation and optimization program that began in 2020 of €18.8 million (year ended December 31, 2020: €2.3 million), and (vii) expenses related to the integration of the Findus Switzerland business of €6.2 million (year ended December 31, 2020: €0.3 million). In the year ended December 31, 2020, expenses of €4.0 million related to integrating the Goodfella's pizza business and Aunt Bessie's business.
Offsetting these charges are a net income on settlement of legacy matters relating to periods prior to acquisition of businesses by the Company of €2.6€28.9 million (year ended December 31, 2020:2021: income of €2.9€2.6 million). InThe majority of the year ended December 31, 2020 a net income of €12.5 million was recognized on reaching an agreementrelated to end the leaseholdsettlements in 2022 followed favorable rulings on a cold storeseries of registration tax claims in Sweden.relation to an acquisition in 2010, prior to the formation of the Company in 2014. As a result, the Company received a refund of the payments made in 2013 and 2018 in addition to interest.
Net finance costs of €106.0€54.4 million in the year ended December 31, 20212022 (year ended December 31, 2020: €63.72021: €106.0 million) include €58.2€61.0 million of interest payable on long term borrowings, lease liabilities and other cash pay interest expenses net of hedges (year ended December 31, 2020: €58.12021: €58.2 million), financing costs incurred in amending terms of debt of €17.9 million, lossesgains on derivatives designated as fair value through profit and loss of €13.7 millionnil (year ended December 31, 2020: €5.62021: loss of €13.7 million), a net impairment loss on short-term investments of nil (year ended December 31, 2021: €8.6 million), €2.8 million of other interest and finance costs (year ended December 31, 2021: €1.7 million) and €2.7 million of amortization of capitalized debt discounts and borrowing costs (year ended December 31, 2021: €2.0 million). This is offset by a lossgain of €4.0€9.2 million resulting from the translation of foreign currency-denominated financial assets and liabilities into Euros (year ended December 31, 2020: gain2021: loss of €4.0 million), €1.7 million of other interest and finance costs (year ended December 31, 2020: €2.7 million) and a €2.0 million of amortization of capitalized borrowing costs (year ended December 31, 2020: €2.0 million). This is offset by finance income of €0.1€0.6 million (year ended December 31, 2020: €0.72021: €0.1 million) and net financing gains incurred in amending terms of debt of €2.3 million (year ended December 31, 2021: costs of €17.9 million).
There was a tax charge in the year ended December 31, 20212022 of €55.7€71.2 million based on the underlying taxable profits. A taxation charge of €70.4€55.7 million was booked in the year ended December 31, 2020.2021. This difference is principally caused by lowerhigher profits and the impact of the reversal of a deferred tax liability and recognition of a deferred tax asset due to implementation of a local tax incentive, partly offset by an increasemovements in tax rates on deferred tax balances and provisions for uncertain tax positions.
As noted in Item 3:D. Risk Factors, the future performance of the business is affected by a range of governmental economic, fiscal, monetary and political factors. In particular, the ongoing conflict between the Ukraine and Russia, the duration, spread and intensity of the COVID-19 pandemic and the outcome of Brexit agreements could have a material impact on the future results of the business.
B. Liquidity and Capital Resources
Overview
We believe that cash flow from operating activities, available cash and cash equivalents and our access to our revolving credit facility will be sufficient to fund our liquidity and other requirements for at least the next 12 months. At December 31, 2021,2022, we had €426.4€540.0 million of total liquidity, comprising €254.2€369.7 million in cash and €172.2€173.2 million of available borrowings under our revolving credit facility.facility, offset by bank overdrafts of €2.9 million. We also continue to expect to be able to raise capital through equity and debt offerings to support the strategic aims of the Company when it is advisable to do so and market conditions allow. In addition, we may enter into working capital related facilities including receivables financing, reverse factoring and supply chain financing to support the requirements of the business. Our principal liquidity requirements are for working capital and general corporate purposes, including capital expenditures and debt service, as well as to identify and effect strategic acquisitions, including the Fortenova Acquisition.acquisitions.
As a holding company, we depend on our receipt of cash dividends from our operating subsidiaries. For more information, see Item 3D: Key Information - Risk Factors - We are a holding company whose principal source of operating cash is the income received from our subsidiaries.
Restricted Cash
Nomad had cash and cash equivalents of €369.7 million at December 31, 2022, of which €0.3 million was restricted. This compares with cash and cash equivalents of €254.2 million at December 31, 2021 of which €0.2 million was restricted. This compares with cash and cash equivalents of €393.2 million at December 31, 2020 of which €0.1 million was restricted. Cash may be restricted for reasons including, but not limited to collateral as support for issuance of guarantees.
Cash Flows
Our primary sources of liquidity for the periods reported were cash flow from operations and financing activities, including:including borrowings under credit facilities and high yield notes, together with cash raised through the issuance of shares.Senior Secured notes. Our liquidity requirements arise primarily from the need to meet debt service requirements, to fund capital expenditures, to meet working capital requirements and to fund pension and tax obligations. Cash flows generated from operating activities together with cash flows generated from financing activities, have historically been sufficient to meet our liquidity needs and are expected to remain so for the foreseeable future.
The following table summarizes net cash flows with respect to our operating, investing and financing activities for the periods indicated:
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | | Year ended December 31, 2022 | | Year ended December 31, 2021 | |
| | €m | | €m | | | €m | | €m | |
| Net cash provided by operating activities | Net cash provided by operating activities | 306.3 | | 457.0 | | Net cash provided by operating activities | 303.8 | | 306.3 | |
| Net cash used in investing activities | Net cash used in investing activities | (660.0) | | (171.4) | | Net cash used in investing activities | (78.7) | | (660.0) | |
| Net cash provided by/(used in) financing activities | 214.4 | | (714.8) | | |
| Net decrease in cash and cash equivalents | (139.3) | | (429.2) | | |
| Net cash (used in)/provided by financing activities | | Net cash (used in)/provided by financing activities | (108.1) | | 214.4 | |
| Net increase/(decrease) in cash and cash equivalents | | Net increase/(decrease) in cash and cash equivalents | 117.0 | | (139.3) | |
| Cash and cash equivalents at end of the period | Cash and cash equivalents at end of the period | 254.2 | | 382.5 | | Cash and cash equivalents at end of the period | 366.8 | | 254.2 | |
Net Cash Provided by Operating Activities
Net cash provided by operating activities was €303.8 million for the year ended December 31, 2022, compared to €306.3 million for the year ended December 31, 2021,2021. The €2.5 million decrease was down from €457.0due to an increase in working capital of €96.8 million forcompared to an increase of €23.5 million in the year ended December 31, 2020. The €150.7 million decrease was primarily due to2021, offset by operating cash flows before changes in working capital changes of €118.2€521.6 million compared to €473.8 million in the year ended December 31, 2021, net cash flows relating to exceptional items of €48.8€40.8 million compared to €12.1€48.8 million in the year ended December 31, 2020,2021, as well as cash flows relating to tax of €95.2€80.2 million compared to €82.9€95.2 million in the year ended December 31, 2020. Operating cash flows for the year ended December 31, 2020 were helped by higher sales and earnings driven by increased demand for frozen food during the COVID-19 pandemic.2021.
Net Cash Used in Investing Activities
Net cash used in investing activities was €78.7 million for the year ended December 31, 2022, compared to €660.0 million for the year ended December 31, 2021, compared to €171.4 million for the year ended December 31, 2020.2021. The outflow in the year ended December 31, 20212022 includes €597.3 million related to acquisitions, almost all of which relates to the Fortenova Acquisition as well as capital expenditures offset in part by proceeds of €16.5 million from the redemption of investments. The outflow in the year ended December 31, 2020 includes the purchase of Findus Switzerland for €112.0 million as well as capital expenditures.€79.1 million.
Net Cash (Used in)/ Provided by Financing Activities
Net cash used in financing activities was €108.1 million for the year ended December 31, 2022, compared to net cash provided by financing activities wasof €214.4 million for the year ended December 31, 2021, compared to net cash used of €714.8 million for the year ended December 31, 2020.2021. The net cash inflow in the year ended December 31, 2021 is primarily the result of refinancing activities in which borrowings saw a net increase of €391.3 million, offset in part by the payment of €77.6 million for the repurchase of ordinary shares, €22.6 million for payments related to shares withheld for taxes and financing fees of €18.7 million. The outflow in the year ended December 31, 2020 relates2022 is primarily due to the purchasepayment of our ordinary sharesinterest €54.2 million, payment of €608.6lease liabilities €26.5 million, as well as €19.2and payments of €26.8 million for payments related to shares withheld for taxes.the repurchase of ordinary shares.
Capital Expenditures
Our capital expenditures as of December 31, 20212022 consisted, and in 20222023 we expect to consist of, primarily expenditures for factory capacity expansion and maintenance, cost savings projects, information systems, innovation, regulatory compliance and other items. Capital expenditure is expected to increase in 20222023 as the Company continues to grow but also due to the ongoing execution of its multi-year business transformation program which will include the implementation of new systems.
Capital commitments as of December 31, 20212022 are not considered to be significant and are presented within Note 36 “Capital commitments” to our consolidated financial statements in Item 18. The anticipated source of such funds for such capital expenditures are cash flow from operating activities, available cash and cash equivalents and our revolving credit facility.
The following table sets forth our capital expenditures for the periods indicated, including as a percentage of revenue:
| | | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | | Year ended December 31, 2022 | | Year ended December 31, 2021 | |
| | €m | | €m | | | €m | | €m | |
| Capital expenditures | Capital expenditures | 79.2 | | 58.7 | | Capital expenditures | 79.1 | | 79.2 | |
| Capital expenditure as a % of revenue | Capital expenditure as a % of revenue | 3.0% | | 2.3% | | Capital expenditure as a % of revenue | 2.7% | | 3.0% | |
Trade Receivables - Factoring
To assist in managing operating cash flow, we have historically entered into non-recourse factoring arrangements whereby we may sell specific account receivables to one or more external financial institutions. Under the terms of such arrangements, the Company may continue to collect the cash from the customer receivables sold, albeit acting solely as a collecting agent on behalf of the purchaser of receivables. The Company retains no credit loss exposure to the receivables following sale. As a consequence, the risks and rewards of ownership are considered to have been transferred at the date of sale. FactoringNo factoring fees were incurred associated with the sale of factored receivables for the year ended December 31, 2021 were minimal (2020:2022 (2021: minimal). All factoring facilities have beenwere cancelled during 2021 and no receivables were factored at the end of December 31, 2021, (2020: €nil), due to sufficient liquidity resources available to the Company. However, such facilities may be entered into and continue to be drawnagain in future periods for strategic purposes.
Registration Statement
On June 4, 2018, we filed with the SEC an automatic shelf registration statement for well-known seasoned issuers on Form F-3ASR. This registration statement enables us to issue ordinary shares, preferred shares, debt securities or warrants, either separately or as units that include any of these securities. Under the rules governing automatic shelf registration statements, we will file a prospectus supplement and advise the SEC of the amount and type of securities each time we issue securities under this registration statement. On March 22, 2019, we issued 20,000,000 ordinary shares under this registration statement at $20.00 per share for aggregate gross proceeds of $400.0 million (€353.6 million).
Funding and treasury policies
The Company uses centralized financial management to oversee access to financial markets, monitor and manage financial risks, and control liquid assets. This process is conducted according to a policy that applies to all group entities. All financial risk management strategies employed are for the purposes of risk mitigation and not for speculation.
The primary objective of our capital structure management is to maintain a strong financial profile for investor, creditor and customer confidence, and to support the growth of our business. We believe that the liquid assets of the Company, together with undrawn credit facilities and projections for future cash flows from operations, are sufficient to support the Company strategy. Access to external financing markets will be considered if funds are required other than from free cash flow to support the viability and growth of the business (e.g. supporting acquisitions).
Debt
Senior Facilities Agreement
We maintain a syndicated senior facilities agreement with certain finance parties and lenders, originally dated July 3, 2014, as subsequently amended and restated most recently on June 24, 2021November 8, 2022 (the “Senior Facilities Agreement”). Credit Suisse AG, London Branch, is currently both the facility agent and security agent.
The Senior Facilities Agreement governs our term loan facilities and our revolving credit facility.
Term Loan Facilities
U.S. Dollar Denominated Term Loan Facility
The U.S. Dollar (USD) denominated term loan facility as at December 31, 2022 consists of term loans in an aggregate principal amount of $916.4$700.0 million. The USD denominated term loans bear interest at a rate per annum equal to LIBORterm SOFR (subject to a zero0.5% floor) plus 2.25%3.75% per annum. As of December 31, 2021, the amount outstanding under the USD denominated term loan facility was accruing interest at a rate of 2.25% per annum plus LIBOR (subject to a zero floor).
The USD denominated term loan facility is fully drawn and matures on May 15, 2024.November 10, 2029.
Euro Denominated Term Loan FacilityFacilities
The Euro (EUR) denominated term loan facilityfacilities as at December 31, 2022 consists of term loans in an aggregate principal amount of €683.2 million. Of this, €553.2 million. The EUR denominated term loans bearmillion bears interest at a rate per annum equal to EURIBOR (subject to a zero floor) plus 2.5% per annum payable at the end of each Interest Period. As of December 31, 2021, the amount outstanding under the EUR denominated term loan facility was accruingand matures on June 24, 2028. A further €130.0 million bears interest at a rate of 2.5% per annum plusof EURIBOR (subject to a zero floor).
The EUR denominated term loan facility is fully drawn plus 3.5% and matures on June 24, 2028.November 10, 2029.
Revolving Credit Facility
The Senior Facilities Agreement provides for an €175.0 million revolving credit facility, of which up to €50 million can be used for the issuance of letters of credit and other ancillary facilities. The revolving credit facility matures on June 24, 2026 and bears interest at a rate per annum equal to the underlying reference rate, plus the applicable margin of 2.25% per annum, payable at the end of each interest period. The Revolving Credit Facility also includes a margin ratchet linked to the future leverage of the Group and achievement of linked ESG target KPI's. As of December 31, 2021,2022, there was no cash drawn from the revolving facility, with €2.8 €1.8 million outstanding by way of issued letters of credit and bank guarantees.
Indebtedness at December 31, 20212022
As of December 31, 2021,2022, we had approximately €2,155.9€2,140.2 million (December(December 31, 2020: €1,695.3 million)2021: €2,155.9 million) of indebtedness outstanding under our term loan facilities and no amounts outstanding under our revolving credit facility, other than €2.8€1.8 million (December 31, 2020: €16.12021: €2.8 million) in relation to stand-by letters of credit and bank guarantees.
Terms of the Senior Facilities Agreement
The Senior Facilities Agreement contains certain customary operating covenants (certain of which are not applicable depending on the ratio of Consolidated Total Net Debt to Consolidated EBITDA) and other customary provisions relating to events of default, including non-payment of principal, interest or fees, misrepresentations, breach of covenants, creditor process, cross default to other indebtedness of the borrowers and its subsidiaries. If, in respect of any Relevant Period, the aggregate amount of: (i) all Revolving Facility Loans; (ii) drawn Letters of Credit; and (iii) Ancillary Outstanding’s (but excluding Ancillary Outstanding’s by way of undrawn letters of credit and undrawn bank guarantees under the relevant Ancillary Facility) calculated as at the last day of each such Relevant Period, is equal to or exceeds 40% of the Total Revolving Facility Commitments as at such date, Debt Cover in respect of that Relevant Period shall not exceed 7.25:1. (Each of the foregoing terms is defined in the Senior Facilities Agreement). As of December 31, 2021,2022, we were in compliance with all financial and other covenants contained in our Senior Facilities Agreement.
The USD denominated term loans include the requirement to repay 1% of original issued notional per annum.annum from and including October 10, 2023. In addition to the mandatory 1% per annum amortization, the Senior Facilities Agreement also includes an excess cash flow calculation whereupon an amount of principal shall be repaid based upon terms including cash generated during the year and Company leverage. As of December 31, 2021,2022, no excess cash is expected to be paid out in 20222023 related to 2021.2022.
Hedging
In order to mitigate underlying foreign exchange exposure reduce overall interest charge, and mitigate interest rate risk, the Company has entered into a number of cross-currency swaps and interest rate swaps. In exchange for receiving cash flows in U.S. DollarDollars matching all of the payments of principal and interest due under the Senior U.S. Dollar debt, the Company pays fixed amounts of interest and principal on notional amounts of EUR. All USD to EURcross-currency swaps have been designated as a cash flow hedge.
During the 2021 reporting period, cross-currency interest rate swaps that had previously exchanged fixed cash flows in EUR into fixed GBP cash flows and had been designated as a net investment hedge of the UK business were extinguished.
In order to mitigate interest rate risk, the Company has entered into a number of interest rate swaps. In exchange for receiving cash flows matching all of the payments of interest due under the €130.0 million Senior EUR debt, the Company pays fixed amounts of interest on notional amounts of EUR. These swaps have been extinguished.designated as a cash flow hedge.
As a result of decisions taken by national regulators, GBP LIBOR and certain U.S. Dollar LIBOR time periods will becomeare being phased out at the end of December 2021 and replaced by an alternative reference index (SONIA and SOFR)SOFR, respectively). This is reflected in the Company’s latest issuance of U.S. Dollar term loan and related cross currency interest rate swaps, which use SOFR as the benchmark. There are no current plans to phase out EURIBOR. If EURIBOR ceases to exist, we will need to renegotiate the interest rate payable on the Euro denominated portion of our Senior Facilities Agreement with our lenders and on the USD LIBOR leg of the cross currency interest rate swaps.lenders. Our expectation is that both debt agreements and hedging contracts will be aligned to the new benchmarks as they become known, and as such it is highly probable that the existing hedging relationships can be continued. It is expected that the transition to the new benchmarks, to the extent not already reflected in the current financing facilities, will occur during the amendment and extension of the U.S. Dollar Term Loan.
Fixed Rate Senior Secured Notes due 2028
On June 24, 2021, the Company through its indirect, wholly-owned subsidiary, Nomad Foods Bondco Plc, repaid the €400.0 million 3.25% senior secured notes due 2024 and completed a private offering of €750.0 million aggregate principal amount of 2.5% senior secured notes due June 24, 2028. Interest on the Notes accrues from the date of issue and is payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2022.
On July 9, 2021 the Company announced that Nomad Foods Bondco Plc, an indirect, wholly-owned subsidiary of the Company, completed its private offering of €50.0 million aggregate principal amount of additional 2.5% senior secured notes due 2028, representing a tack-on to the €750.0 million aggregate principal amount of senior secured notes due 2028 issued on June 24, 2021, and issued at a price of €100.75.
The Fixed Rate Senior Secured Notes are currently admitted to the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF Market. As of December 31, 2021,2022, we had €800.0 million of Fixed Rate Senior Secured Notes outstanding.
The indenture contains customary events of default and customary covenants including limitations on indebtedness, restricted payments, liens, restrictions on distributions from restricted subsidiaries, sales of assets and subsidiary stock, affiliate transactions, our activities, such as merger, conveyance, transfer or lease of all or substantially all of our assets, and compliance requirements with respect to additional guarantees, reporting, additional intercreditor agreements, payment of notes, withholding taxes, change of control, compliance certificate, payments for consent and listing requirements. The Fixed Rate Senior Secured Notes are redeemable at our option in whole or in part on the terms detailed in the indenture.
Intercreditor Agreement
The finance parties under the Senior Facilities Agreement and the holders of the Fixed Rate Senior Secured Notes share the benefit of a security and guarantee package. The rights and obligations of the senior creditors and other creditors (including intra-group creditors) between themselves is controlled by an Intercreditor Agreement originally dated JuneJuly 3, 2014, as subsequently amended, and restated on or about April 28, 2017.2017, as may be further amended, supplemented or otherwise modified from time to time.
Pension Plans
We maintain defined benefit pension plans in Germany, Sweden, Switzerland, Italy and Austria as well as various defined contribution plans in other countries. In addition, an unfunded post-retirement medical plan is operated in Austria. The defined benefit pension plans are partially funded in Germany and Austria and unfunded in Sweden and Italy. In Switzerland, the plan obligations are met via a contract with a collective foundation that offers a fully insured solution to provide a contribution-based cash balance retirement plan. With the exception of Switzerland, the defined benefit pension plans are closed to new entrants and there is no current requirement to fund the deficit in any plan. We also maintain various defined contribution pension plans in other countries, the largest of which include Sweden and the UK. In most countries, long term service awards are in operation.
For accounting purposes, as of December 31, 20212022 (based on the assumptions used), the deficit for the net employee benefit obligations equaled €244.2€132.1 million (December 31, 2020: €276.22021: €244.2 million).
For the year ended December 31, 20212022 pension costs related to defined benefit, defined contributions and long-term benefit plans equated to €22.4 million (2021: €19.8 million (2020:million; 2020: €17.3 million; 2019: €16.8 million). This includes all costs related to the pension schemes and other long-term benefits plans as well as associated interest costs.
For additional information, see Note 23 “Employee benefits” to our consolidated financial statements in Item 18.
A description of our principal accounting policies, critical accounting estimates and judgments is set out in Note 3 and Note 4 to our audited consolidated statements which appear elsewhere in this annual report.
Other cash commitments
We are contractually obliged to short and long term commitments regarding raw material expenditures as well as for purchases of finished or semi-finished products. Agreements with co-packers that require significant investment from the counterparty are generally negotiated to cover several years of our operational needs. Furthermore, a high proportion of Advertising and promotional expenditure is negotiated and committed to through annual contracts. We also have long term service contracts which we have committed to make but which are not yet payable. These include those for the provision of logistical operations as well as software and IT support which typically cover a number of years. All of these purchase commitments represent a modest proportion of our annual expenditure. As of December 31, 20212022 these commitments total €723.3€350.1 million.
Furthermore, a number of our tangible fixed assets are leased under short and long term contracts for which a maturity profile is presented within Note 33 “Financial Risk Management” to our consolidated financial statements in Item 18.
C. Research and development, patents and licenses, etc.
Growing our core through our Must Win Battle strategy is our focus across fish, vegetables and local battles, e.g., chicken and pizza. Innovation is key to this and we have a strong pipeline of activities. Innovation is also a key driver of growth for our Green Cuisine business, which includes development of meat alternatives. Our focus is to create competitive advantage through delivery of innovations that leverageaddress consumer needs and are enabled by science and technology. To achieve this we are embeddinghave embedded innovation in our strategy and seekingseek to ensure that technologies are fully protected to maintain differentiation.
We are committed to ensuring product superiority on all our Must Win battles by focussingfocusing on taste, health and sustainability. We invest in external benchmarking activities to track product performance and renovation programs are in place to ensure that our core continues to delight our consumers.
To support this,these activities, we operate a clear governance process with a “Central Monthly Operating Review Board” (“CMOR”) which is responsible for reviewing and approving innovations across the Company in our core areasMust Win Battles that stretch acrossspan multiple markets. "Local Monthly Operating Reviews" ("LMOR") occur within each market and focus on areas withinthe local control, e.g. localportfolio. Our Research and Development team is organised around our Must Win Battles. Our researchBattles, both centrally and development team has global and local teams.locally. This allows us to leverage our investment in research and development across our markets where scale can be achieved and move fast within individual markets to address local opportunities, thus maximizing our ability to deliver to consumer needs efficiently.
D. Trend information
We are subject to the following key industry trends and challenges which have impacted, and may continue to impact, our business, operations and financial performance:performance.
1.Consumer needs and preferences. Consumer needs withinInflation is expected to result in home meal occasions drive demand for our products. There are a decline in the number of macro trends‘comfortable’ households which impact our consumerhave higher incomes who are typically less impacted by inflation. Conversely, ‘struggling’ households with low incomes are expected to increase in the near future. We believe these 'struggling’ households will manage their spend by buying more products on promotional deals, buying cheaper brands and customers’ needs which impact on us and the frozen food industry asprivate labels or shopping in cheaper stores including discounters.
As a whole. These include needs for convenient and tasty meals including easeresult of meal preparation; healthy and nutritious meals; and brands that are sustainably sourced and produced and are otherwise environmentally friendly. In 2021 26% of European consumers were ‘eco activists’, those who will make choices based on sustainable credential of a brand,these market dynamics, we expect this to rise to 36% by 2026that discounters and 50% by 2029. Our resultseCommerce will accelerate their gain of operation depend in large part on the continued appeal of our products and, given the varying needs and preferences of our consumer base, our ability to offer a suitable range of products to satisfy a broad spectrum of needs and preferences.market share. For example, there is a growing trend towards eating healthier and nutritious meals leading to greater consumption of vegetarian and plant based foods, which resulted in 41% of households in the UK purchasing meat free products in 2021, an increase of 9.9% in 2021, and 16.2% in Germany with an increase of 18.2% in 2021. In order to address consumer needs and ensure the continued success of our products, we aim to introduce new products, renovate core products and extend existing product lines on a timely basis.
2.Competition. In addition to the competition we face from traditional, well-established branded frozen food manufacturers, over the last few years we have seen increased competition from the discounter channel and, during COVID our branded competitors, consumers looked for the quality and safety of buying well know brand, though we do expect some shoppers to switch back to discounters as the restriction of COVID and increases prices, due to inflation, impact all grocery products. The counter of this trend is the growth of e-commercediscounters to continue. Also, across all channels retailers are responding to these new challenges by focusing on driving value for money, including aggressive price comparisons, smaller packs and on line purchasing which has accelerated duringincreasing private label offerings, and operating efficiency to help maintain their margins through range optimization to mitigate costs and complexity.
We believe the COVID restrictionsdiffering consumer groups and we expect this to stay as shoppers enjoy the convenience of shopping online. In 2021 9.3% of consumer purchases in the retail channel were online, up 14% compared to 2020. To address this growing trend, we continue to pursue opportunities to increase our presence in online retailers, particularly in UK and France, which already have highly developed online sales.
3.Shopping Habits. Consumers behaviors/attitudes in the current ‘living with Covid’ phase of the pandemic presents significant opportunities in the Frozen category. Nielsen estimates that two in three consumers will continue to be financially ‘constrained’ as well as concerns about inflation resulting in more in-home meals and consumers trading into Frozen to save money. There will continue to be elevated levels of in-home consumption, primarily driven by hybrid working and the structural shifts in the adoption of the e-commerce channel and experiential media will continue. The pre-COVID trends of health and sustainability have accelerated and are rapidly becoming table stakes for consumers.
4.Inflation. We are facing unprecedented levels of cost inflation in the market where we will be taking appropriate pricing actions to cover cost inflation. This is in line with other Consumer Packaged Goods companies who are forecasting anywhere between mid-single digit to mid-double digit impact on their cost basespending will result in 2022. We have programs in place across net revenue management‘in-flows’ to the frozen category and Sales that support this processour brands (gaining consumers) but customer retaliation remainswe also anticipate ‘out-flows’ (losing consumers) from the frozen category and our brands.
See Item 5 - Conflict between Ukraine and Russia and Macroeconomic for a significant risk.discussion of trends and uncertainties we are experiencing as a result of political disruptions.
E. Critical Accounting Estimates and Judgments
Information relating to “Critical Accounting Estimates and Judgments” are described in Note 4 to the Financial Statements. The following is a review of the more significant assumptions and estimates as well as accounting policies we used to prepare our consolidated financial statements.
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 a unique agreement that is 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 expenseactivity 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 and the principle that revenue is only recognized to the extent that it is highly probable that a significant reversal will not occur. Management use judgment when considering when accruals can be released.
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 a judgment as to what intangible assets can be separately identified as well as an estimate of fair value of all assets and liabilities acquired. Such estimates are based on valuation techniques, which require considerable 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.
Significant areas of judgment and estimation include valuing tangible and intangible assets, including the determination of their remaining useful lives, as well as the consideration of liabilities, including provisions for uncertain tax positions. Where such items are material to the financial statements, we engage third-party valuation firms to assist in the valuation. The valuation of these assets and liabilities is based on the assumptions and criteria which include, in some cases, estimates of future cash flows discounted at the appropriate rates. The choice of assumptions and valuation technique can lead to significant differences in the valuation. We believe that the assumptions and techniques applied are reasonable based on information available on the date of acquisition.
As disclosed in Note 14 in Item 18, one significant acquisition was made in 2021. The2021 with the acquisition accounting for this is provisional and will be finalized within twelve months of the acquisition date. During 2021, the accounting for a significant acquisition made in 2020 was finalized.
Carrying value of goodwill and brands
As of December 31, 2021, the Company has reported Goodwill of €2,099.4 million as well as indefinite-lived brands of €2,413.0 million. The Company’s goodwill and brand values have been allocated based on the enterprise value at acquisition of each cash generating unit. Goodwill is monitored at an operating segment level for which Nomad has one reporting and operating segment, ‘Frozen'. As required by IAS 36 “Impairment of Assets”, an annual review of the carrying amount of the goodwill and the indefinite life brands is carried out to identify whether there is any impairment to these carrying values. This is performed in the fourth quarter of each year. A qualitative review is performed to coincide with all interim reporting periods, which is extended to a full review where indicators of impairment are identified. Indicators of impairment include a sustained decrease in our market capitalization or sustained deterioration in any factor that affects profitability, such as market share or competition. The review is performed using the discounted cash flows model whereby a comparison of the carrying values to the value in use is made. As there is one reporting and operating segment, value in use is calculated as the net present value of the projected risk-adjusted cash flows of the Company as a whole.
The estimation of the value in use calculation requires the entity to estimate the future cash flows expected to arise from the Company and apply a suitable discount rate in order to calculate present value. This requires us to make assumptions and estimates regarding historical information, future plans and external sources. Assumptions used are consistent with internal projections and we believe these are comparable to those used by other participants in the market. Unanticipated changes to the market or wider economy may affect the assumptions made and lead to reduced cash flows or higher discount rates, which could lead to an impairment being recognized.
The discount rate is calculated using a capital asset pricing model to determine a weighted average cost of capital expected by a market participant. Observable market data is used, including available information on comparable companies, such as expected rates of return and equity structure. These variables are influenced by macroeconomic factors and an increase in these variables could reduce the present values of future cash flows in the model. A pre-tax discount rate of 6.4% was applied to the cash flows in the 2021 review, as well as a long-term growth rate of 1.0%. Neither of these assumptions reflect the long-term assumptions used by the Company for investment planning.during 2022.
Impairment was not required as at December 31, 2021.2022. Valuations derived from the discounted cash flow model indicate a sufficient amount of headroom for which any reasonably possible change to key assumptions is unlikely towill not result in an impairment of the related goodwill and indefinite life brands.
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 and is dependent on a series of assumptions to estimate the projected obligations. The assumptions include variables which are revised periodically, that include discount rates, expected salary increases, inflation, employee turnover, retirement age, mortality and medical care costs. Our assumptions reflect historical experience and management's best judgment regarding future obligations. The assumptions used affect the current service cost and interest expense as well as changes in the obligation recognized. Net actuarial gains or losses arising from changes in assumptions and from experience are recognized in other comprehensive income/(loss).
Since defined benefit pension schemes and post-employment benefit schemes are measured on a discounted basis, the discount rate applied has an impact on the expense and obligation recognized. These discount rates are determined by reference to market yields at the end of the reporting period on high quality corporate bonds, except for Sweden where a deep market does not exist, where mortgage bonds are used. Our significant schemes operate in Germany and Sweden, where discount rates of 1.1%3.8% and 1.8%4.0% have been applied. A 1% increase in discount rates used throughout the Company would decrease the obligation by €54.6€28.5 million, whilst a 1% decrease in discount rates would increase the obligation by €71.9€35.8 million. The impact on profit before tax in either scenario is not significant. Management consider the discount rate to be the most significant assumption. Note 23 in Item 18 contains additional details on the schemes and obligation, including a sensitivity analysis over other key assumptions.
Uncertain tax positions
The Company actively seeks to manageoperates in many different jurisdictions and in some of these, there are on-going tax exposures by proactively engagingaudits and certain tax matters which are under discussion with local tax authorities. The Company considers these tax audits and discussions with local tax authorities as well as the local tax legislation relative to their tax positions in those jurisdictions when identifying uncertain tax positions. These discussions are often complex and applying for Advanced Pricing Agreements where appropriate.can take many years to resolve, and are in different stages with respect to assessments, appeals and refunds. Where tax exposures can be quantified, an accruala provision for uncertain tax positions is made based on bestmanagement’s estimates and judgements with regard to the amounts expected to be paid to the relevant tax authority. Given the inherent uncertainties in assessing the outcomes of these exposures (which can sometimes be binary in nature), the Company could in future periods experience adjustments to these accruals.provisions. The factors considered include the progress of discussions with the tax authorities and the level of documentary support for historical positions taken by previous owners.
Item 6. Directors, Senior Management and Employees
A. Executive Officers and Directors
The following table lists each of our executive officers and directors and their respective ages and positions as of February 17, 2022.20, 2023.
| | | | | | | | | | | | | | | | | | | | |
| Name | | Director since | | Age | | Position |
| Sir Martin E. Franklin | | April 4, 2014 | | 5758 | | | Co-Chairman |
| Noam Gottesman | | April 4, 2014 | | 6061 | | | Co-Chairman |
| Ian G.H. Ashken | | June 16, 2016 | | 6162 | | | Director |
| Stéfan Descheemaeker | | June 1, 2015 | | 6162 | | | Chief Executive Officer and Director |
Golnar Khosrowshahi | | May 4, 2021 | | 50 | | | Director |
| | | | | | |
| James E. Lillie | | May 28, 2015 | | 6061 | | | Director |
| Stuart M. MacFarlane | | May 8, 2019 | | 5455 | | | Director |
| Victoria Parry | | February 16, 2016 | | 5657 | | | Director |
| Amit Pilowsky | | May 9, 2022 | | 47 | | | Director |
| Melanie Stack | | May 4, 2021 | | 6061 | | | Director |
| Samy Zekhout | | April 1, 2018 | | 5960 | | | Chief Financial Officer and Director |
Set forth below is a brief biography of each of our executive officers and directors.
Sir Martin Ellis Franklin, KGCN, our co-founder and co-Chairman is the founder and CEO of Mariposa Capital, LLC, a Miami-based family investment firm focused on long-term value creation across various industries, and Chairman and controlling shareholder of Royal Oak Enterprises, LLC. Sir Martin is also the Founder and Executive Chairman of Element Solutions Inc, and co-Chairman of APi Group Corporation. Sir Martin was the co-founder and Chairman of Jarden Corporation (“Jarden”) from 2001 until April 2016 when Jarden merged with Newell Brands Inc (“Newell”). Sir Martin became serving also as its CEO from 2001 to 2011 and its Executive Chairman and Chief Executive Officer of Jarden in 2001, and served as Chairman and Chief Executive Officer until 2011, at which time he began service as Executive Chairman.from 2011-2016 . Prior to founding Jarden in 2001, Sir Martin served as the Chairman and/or Chief Executive Officer of three public companies: Benson Eyecare Corporation, Lumen Technologies, Inc., and Bollé Inc. between 1992 and 2000. In the last five years, Sir Martin served as a director of the following public companies: Newell and Restaurant Brands International Inc.
Noam Gottesman, our co-founder and co-Chairman, is the Founder and Managing Partner of TOMS Capital LLC, which he founded in 2012. Mr. Gottesman is also co-CEO and director and founder of Go Acquisition Corp., a Delaware blank check company. Mr. Gottesman serves as a non-executive director of Radius Global Infrastructure Inc. (previously known as Digital Landscape Group, Inc. and prior to that known as Landscape Acquisition Holdings Limited), a global aggregator of real property interests underlying wireless telecommunications cell sites. Mr. Gottesman was the co-founder of GLG Partners Inc. and its predecessor entities where he served in various chief executive capacities until January 2012. Mr. Gottesman served as GLG’s chief executive officer from September 2000 until September 2005, and then as its co-chief executive officer from September 2005 until January 2012. Mr. Gottesman was also chairman of the board of GLG following its merger with Freedom Acquisition Holdings Inc. and prior to its acquisition by Man Group plc. Mr. Gottesman co-founded GLG as a division of Lehman Brothers International (Europe) in 1995 where he was a Managing Director. Prior to 1995, Mr. Gottesman was an executive director of Goldman Sachs International, where he managed global equity portfolios in the private client group.
Ian G.H. Ashken serves as a director of APi Group Corporation (since 2017) and Element Solutions Inc. (since 2013). Previously, he was the co-founder of Jarden and served at various times as its Vice Chairman, President, Chief Financial Officer, Secretary and Presidenta director from June 2001 until the consummation of Jarden’s business combination with Newell in April 2016. Mr. Ashken was appointed to the Jarden board on June 25, 2001 and served as Vice Chairman, Chief Financial Officer and Secretary from September 24, 2001. Mr. Ashken was Secretary of Jarden until February 15, 2007 and Chief Financial Officer until June 12, 2014. Prior to Jarden, Mr. Ashken served as the Vice Chairman and/or Chief Financial Officer of three public companies, Benson Eyecare Corporation, Lumen Technologies, Inc. and Bollé Inc. between 1992 and 2000. Mr. Ashken is also a director or trustee of a number of private companies and charitable institutions. During the last five years, Mr. Ashken also previously served as a director of Newell.
Stéfan Descheemaeker was appointed as the Chief Executive Officer of the Company on June 1, 2015. He was previously at Delhaize Group SA, the international food retailer, where he was Chief Financial Officer between 2008 and 2011 before becoming Chief Executive Officer of its European division until October 2013. Since leaving Delhaize Group SA, Mr. Descheemaeker held board positions with Telenet Group Holdings N.V. and Group Psychologies, served as an industry advisor to Bain Capital and is currently a professor at the Université Libre de Bruxelles. Between 1996 and 2008, Mr. Descheemaeker was at Interbrew (now Anheuser-Busch InBev "ABInBev") where he was Head of Strategy & External Growth responsible for managing M&A and strategy, during the time of the merger of Interbrew and AmBev in 2004, and prior to that he held operational management roles as Zone President in the U.S., Central and Eastern Europe, and Western Europe. Mr. Descheemaeker started his career with Cobepa, at that time the Benelux investment company of BNP-Paribas. Mr. Descheemaeker served as a Director on the Board of ABInBev, a position he has held from 2008 to 2019. Since June 2019, SDS Invest S.A represented by Mr. Descheemaeker has served as Chairman of the Board of Verlinvest.
Golnar Khosrowshahi has served as the Chief Executive Officer of Reservoir, an award-winning independent music company based in New York with offices in Los Angeles, Nashville, London, Toronto, and Abu Dhabi, since July 2007. Prior to that, Ms. Khosrowshahi worked in a number of different roles in advertising, design and experiential marketing, including as the Global Brand Manager at Euro RSCG, a division of Havas Advertising, for Fortune 500 companies such as Philips Electronics and MCI Telecommunications. Ms. Khosrowshahi serves as a Director on the board of Restaurant Brands International, as current Director and former Board Chair at Silkroad, a musical collective founded by cellist Yo-Yo Ma in 1998 (since September 2013), and as a Director on the Board of the National Music Publishers Association, a trade association representing all American music publishers and their songwriting partners (since June 2015). She also served on the Steering Committee for the Asia Society’s Triennial of Asia and the ASCAP Board of Review.
James E. Lillie has served as co-Chairman of APi Group Corporation since October 2019, and previously served as its director from October 2017. Mr. Lillie has also served on the board of directors of Tiffany & Co. from February 2017 to January 2021. HePreviously, he served as Jarden’sJarden's Chief Executive Officer from June 2011 until the consummation of Jarden’sJarden's business combination with Newell in April 2016. He joined Jarden inFrom 2003 to 2011 he served as Jarden's Chief Operating Officer and was named President in 2004 and CEO in June 2011.(from 2004). From 2000 to 2003, Mr. Lillie served as Executive Vice President of Operations at Moore Corporation, Limited. From 1999 to 2000, he served as Executive Vice President of Operations at Walter Industries, Inc., a Kohlberg, Kravis, Roberts & Company (KKR) portfolio company. From 1990 to 1999, Mr. Lillie held a succession of senior level management positions across a variety of disciplines including human resources, manufacturing, finance and operations at World Color, Inc., another KKR portfolio company. During the last five years, Mr. Lillie also previously served as a director of Tiffany & Co.
Stuart M. MacFarlane joined the Whitbread Beer Company in 1992, which was later acquired by Interbrew and, subsequently ABInBev. At ABInBev, Mr. MacFarlane held various senior roles, throughout the course of his career, including in Finance, Marketing, Sales and as Managing Director for the company’s business in Ireland. He was appointed President of ABInBev UK & Ireland in 2008 and in 2012 became a member of the Executive Board of Management, serving as President of Central & Eastern Europe. Mr. MacFarlane most recently served as ABInBev’s President of a combined Europe & Middle East from 2014 to May 2019. Mr. MacFarlane served asHe is also a directorBoard Director and memberChair of the Corporate GovernanceAudit Committee of Anadolu EFES, a brewer company, until May 28, 2019. He previously served as a director of ABI-EFES Russia & Ukraine, a joint venture of Anadolu EFES and ABInBev.at JDE Peets'. Mr. MacFarlane has a degree in Business Studies from Sheffield University in the UK and is also a qualified Chartered Management Accountant.
Victoria Parry was Global Head of Product Legal for Man Group plc until April 2013 and now acts as an independent non-executive director in the financial services sector. Mrs. Parry is an independent non-executive director to the funds industry.affiliated with Guardian Capital Group Limited, Pacific Capital Partners Ltd., Dimensional Holdings, Inc, and LSV Funds Plc. Prior to the merger of Man Group plc with GLG Partners, Inc. in 2010, she was Senior Legal Counsel for GLG Partners LP. Ms.Mrs. Parry joined Lehman Brothers International (Europe) in April 1996 where she was Legal Counsel with responsibility for inter alia the activities of the GLG Partners division and left Lehman Brothers in September 2000 upon the establishment of GLG Partners LP. Prior to joining Lehman Brothers in 1996 Ms.Mrs. Parry practiced as a solicitor with a leading London based firm of solicitors. Ms.Mrs. Parry graduated from University College Cardiff, with a LLB (Hons) in 1986. Ms.Mrs. Parry is a non-practicing solicitor and a member of the Law Society of England and Wales. Ms.From July 2019 to April 2022, Mrs. Parry served as a non-executive director to funds affiliated with Fiera Capital Corporation. Mrs. Parry is a director of a number of other private companies.
Amit Pilowsky is the Founder and Managing Partner of Key1 Capital, a global investment firm primarily focused on Israeli and Israeli-related growth technology companies. Prior to founding Key1 Capital in January 2022, Mr. Pilowsky held various leadership roles at Goldman Sachs in its London and Tel Aviv offices from February 2005 to May 2021, including Head of the Consumer and Retail team at the Cross Markets Group in EMEA and as sector captain for Food, Beverage and Food Ingredients in EMEA. During his time at Goldman Sachs, Mr. Pilowsky led teams in numerous deals across mergers and acquisitions and capital markets transactions in the consumer and retail, food, beverage and food ingredient industries. From July 1993 to January 2004, Mr. Pilowsky served in the Israeli Air Force, retiring as a Major. Since December 2021, Mr. Pilowsky has also served as a director of Movendo Capital, a registered investment company. Mr. Pilowsky holds an MBA from INSEAD, France.
Melanie Stack Melanie Stack has served as President and Chief Executive Officer of Ideal Protein, a medically-based weight-loss company, sincebetween November 2018.2018 and December 2021. Prior to joining Ideal Protein, Ms. Stack served as President EMEA of Newell Home Fragrance Division from May 2014 to September 2018. Prior to that, Ms. Stack served as a Non-Executive Director of Bromley Healthcare, a leading provider of community health services in the United Kingdom, from May 2013November 2012 to May 2014, in various roles at Weight Watchers International, a leading provider of weight management services, from December 2003 to May 2013, ran the UK-based toy, game and trading card operations for Hasbro, Inc. from January 2002 to November 2003 and served as the Vice President for WeightWatchers.com from November 2000 to January 2002. Prior to joining WeightWatchers.com, Ms. Stack was Managing Director, Hedstrom, U.K. from August 1998 to October 2000, and from July 1989 to July 1998 she held various marketing positions at Mattel UK Ltd., including Group Marketing Director. Ms. Stack is a business graduate of Manchester Metropolitan University.
Samy Zekhout has served as Chief Financial Officer of Nomad since April 1, 2018. Prior to joining the Company, Mr. Zekhout most recently served as CFO and Vice President of Global Grooming at Procter & Gamble since 2007. Mr. Zekhout has held various finance roles at Procter & Gamble throughout the course of his more than 30-year career at that company. FromIn February 2021, Mr Zekhout became a board member of Algama, a French food-tech start-up.
B. Compensation of Executive Officers and Directors
This section sets forth for the year ended December 31, 2021:2022: (i) the aggregate compensation and benefits provided to our executive officers, (ii) a brief description of the bonus programs in which our executive officers participated, and (iii) the total amounts set aside for pension, retirement and similar benefits for our executive officers. This section also describes the Nomad Foods Amended and Restated Long Term 2015 Incentive Plan (“LTIP”) including a summary of the material terms of the LTIP, a description of current executive employment agreements and equity awards granted thereunder, and a description of our director compensation program.
Executive Compensation
Executive Officer Compensation and Benefits for the year ended December 31, 20212022
For the year ended December 31, 2021,2022, Nomad’s executive officers received total compensation, including base salary, cash and equity bonus, and certain perquisites, equal to €4.0€4.7 million in the aggregate.
Pension, Retirement and Similar Benefits
Our executive officers who participate in our money purchase pension plans do so on generally the same terms as our other employees. The aggregate amount of the employer contributions to this plan for our executive officers during the year ended December 31, 20212022 was less than €0.1 million.
Employment Agreements
Chief Executive Officer. Stéfan Descheemaeker was appointed as the Chief Executive Officer of the Company and as a Director of the Company effective on June 1, 2015. He entered into his Service Agreement with us on June 17, 2015. He entered into a new Service Agreement with the Company on May 1, 2020. Under the agreement, Mr. Descheemaeker will receive an annual salary that will be reviewed, but not necessarily increased, on an annual basis. Mr. Descheemaeker's salary was reviewed in 20212022 resulting in an increased salary of £784,000.£800,000. Mr. Descheemaeker is entitled to receive the following benefits under the terms of his agreement:
(a)an annual contribution of 10% of his salary paid either to a pension plan or to Mr. Descheemaeker directly (as he so directs);
(b)eligibility for performance-related discretionary cash bonuses (target performance equating to 100% of salary), subject to the achievement of financial and other performance targets as the Company may decide;
(c)the Company will annually advise Mr. Descheemaeker by letter of the award that he will be granted under the Company's Long Term Incentive Plan (as amended, the "LTIP") in the third year following the date of such letter (subject to the LTIP and vesting and performance provisions); and
(d)an annual car allowance of £14,400, death in service benefit (three times salary), group income protection (offering 75% of base salary less £5,000) and family medical insurance.
We have the right to place Mr. Descheemaeker on paid leave for up to six months of his 12 month notice period. Mr. Descheemaeker is subject to confidentiality provisions and to non-competition and non-solicitation restrictive covenants for a period of between six and 12 months after the termination of his employment, subject to an off-set for paid leave. We may terminate Mr. Descheemaeker’s employment at any time by serving a notice stating that we will pay to Mr. Descheemaeker within 14 days a sum equal to the basic salary (as at the date of the employment agreement), pension payment and car allowance in lieu of any required period of notice less certain deductions. We may also terminate Mr. Descheemaeker’s employment agreement without any payment of compensation, damages, payment in lieu of notice or otherwise under certain circumstances, including, among other things, gross misconduct, material breach of the terms of such agreement or charge or conviction of a criminal offence.
Chief Financial Officer. Samy Zekhout was appointed as the Chief Financial Officer of the Company and as a Director of the Company effective on April 1, 2018. He entered into his Service Agreement with us on February 15, 2018. Under the agreement, Mr. Zekhout will receive an annual salary that will be reviewed, but not necessarily increased, on an annual basis. A review took place in February 2021,2022, with a base salary increase of 2.47%2.25% effective April 1, 2021,2022, which took his annual salary to £457,000.£467,300. Mr. Zekhout was or is entitled to receive the following benefits under the terms of his agreement:
(a) an annual contribution of 10% of his base salary, paid either to a pension plan or to Mr. Zekhout directly (as he so directs);
(b) eligibility for performance-related discretionary cash bonuses (up to 100% of salary with an opportunity to increase this to 200% depending on business performance), subject to the achievement of financial and other performance targets as the Company may decide;
(c) a one-timethe Company will annually advise Mr. Zekhout by letter of the award of 300,000 ordinary shares as incentive compensationthat he will be granted under the Company's Long Term Incentive Plan (as amended, the "LTIP") in the third year following the date of such letter (subject to the LTIP subject to performance-basedand vesting conditions and the other terms and conditions set forth in a share grant award agreement;performance provisions); and
(d) an annual car allowance of £13,200, death in service benefit (three times salary), group income protection (offering 75% of base salary less £5,000) and family medical insurance.
We have the right to place Mr. Zekhout on paid leave for his notice period. Mr. Zekhout is subject to confidentiality provisions and to non-competition and non-solicitation restrictive covenants for a period of 12 months after the termination of his employment, subject to an off-set for paid leave. We have the right to terminate Mr. Zekhout’s employment at any time by serving a notice stating that we will pay to Mr. Zekhout within 14 days a sum equal to the basic salary (as at the date of the employment agreement), in lieu of any required period of notice less certain deductions. We also have the right to terminate Mr. Zekhout’s employment agreement without any payment of compensation, damages, payment in lieu of notice or otherwise under certain circumstances, including, among other things, gross misconduct, material breach of the terms of such agreement or charge or conviction of a criminal offence.
Nomad Foods Limited Amended and Restated Long Term 2015 Incentive Plan (“LTIP”)
Eligibility
The LTIP is discretionary and will enableenables the Compensation Committee to make grants (“Awards”) to any director or employee of the Company, although the current intention of the Committee is that Awards be granted only to directors and senior management.
Awards
Under the LTIP, the Committee or Board may grant Awards in the form of rights over ordinary shares. Where an Award vests, the participant will receive ordinary shares free and clear of any restrictions, other than those imposed by applicable securities laws.
Performance conditions
The vesting of Awards will be subject to conditions determined by the Committee. The current policy of the Committee is for vesting to be both time-based and related to the financial performance of the Company. Generally, the vesting period (i.e. the period over which performance is to be measured) will be between three and five years, and the ordinary shares subject to the Award will vest subject to the participant remaining an employee of the Company and any performance targets relating to the Award having been fulfilled (and in some circumstances an Award will lapse on the participant giving or receiving notice).
Permitted dilution
No Award may be granted on any date if, as a result, the total number of ordinary shares issued or remaining issuable pursuant to Awards or options granted in the previous ten years under the LTIP or any other employees’ share plan operated by the Company would exceed 10% of the issued ordinary share capital of the Company on that date.
Awards may at the discretion of the Committee be satisfied out of new issue shares, treasury shares or shares provided out of an employee trust. Ordinary shares issued will rank pari passu with ordinary shares in issue at that time, save in relation to rights arising by reference to a record date before the date of issue. Participants will not be entitled to votes or dividends on the ordinary shares subject to Awards until such Awards vest.
Early vesting
Unless otherwise determined by the Committee, if a participant ceases to be employed by the Company due to death, disability, or otherwise as a good leaver, as determined by the Committee Awards will vest to the extent performance targets (adapted, if necessary, at the discretion of the Committee, to take into account the shortened vesting period) have been achieved and subject to the Committee’s discretion to waive the performance targets in whole or in part. If a participant ceases employment for any other reason their Award(s) will lapse to the extent unvested at the date of cessation.
Change of Control
Unless otherwise determined by the Committee, in the event of a Change of Control or winding up of the Company (including by reason of an offer or scheme of arrangement), Awards will vest in accordance with the performance targets applied at the date of the Change of Control, subject to the Committee’s discretion to waive such targets in whole or in part.
Variation in share capital
The Committee may make such adjustments to Awards as it considers appropriate to preserve their value in the event of any variation in the ordinary share capital of the Company or to take account of any demerger or special dividend paid (or similar event which materially affects the market price of ordinary shares).
Amendments
The Committee may amend the LTIP as it considers appropriate, subject to the written consent of participants to changes to their disadvantage to existing Awards. Shareholder approval is required to increase the permitted dilution limits.
General
Benefits under the LTIP will not be pensionable. Awards are not transferable except to the participant’s personal representatives on death.
Director Compensation
In 2021,2022, each of our non-executive directors (other than Messrs. Gottesman and Franklin) received, and are entitled to receive in 2021,2023, $50,000 per year together with an annual restricted stock grant issued under the LTIP equal to $100,000 of ordinary shares valued at the date of issue, which vest on the earlier of the date of the following year’s annual meeting of shareholders or 12 months from the issuance date. For those Directors who are members of board committees, each member is entitled to receive an additional $2,000 per year. The chairman of the Audit Committee, currently, is entitled to receive $10,000 per year and the chairmen of the Compensation and Nominating and Corporate Governance Committees, currently and respectively, are entitled to receive $7,500 per year. Messrs. Gottesman and Franklin will not receive a fee in relation to their services as Directors.
Director fees are payable quarterly in arrears. In addition, all of the Directors are entitled to be reimbursed by us for travel, hotel and other expenses incurred by them in the course of their directors’ duties.
C. Board Practices
Board Composition and Election of Directors
Our board of directors currently consists of ten members. Our Memorandum and Articles of Association provides that our board of directors must be composed of at least one director. The number of directors is determined from time to time by resolution of our board of directors. Messrs. Gottesman and Franklin serve as Co-Chairmen of our board of directors. The Co-Chairmen have primary responsibility for providing leadership and guidance to our board and for managing the affairs of our board. Lord Myners served asJames E. Lillie is our lead independent director until his passing in January 2022. Our board of directors expects to name a new lead independent director in 2022.director.
Pursuant to our Memorandum and Articles of Association, our directors are appointed at the annual meeting of shareholders for a one-year term, with each director serving until the annual meeting of shareholders following their election. In addition, for so long as an initial holder of Founder Preferred Shares holds 20% or more of the Founder Preferred Shares in issue, such holder is entitled to nominate, and the directors are required to appoint, a person as director. For additional information regarding our board of directors, see Item 6A: Directors, Senior Management and Employees - Executive Officers and Directors.
Our non-executive directors do not have service contracts with us or any of our subsidiaries providing for benefits upon termination of employment.
Committees of the Board of Directors
Our board of directors has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.
Audit Committee
As of December 31, 2021,2022, our Audit Committee consisted of three directors: Messrs. Lillie Ashken and MacFarlane and Ms. Stack, and Mr. Lillie served as its chairman. Our Audit Committee is responsible for, among other things, assisting the board of directors in its oversight of the integrity of our financial statements, of our compliance with legal and regulatory requirements, and of the independence, qualifications and performance of our independent auditors. In addition, it focuses on compliance with accounting policies and ensuring that an effective system of internal and external audit and financial controls is maintained, and oversees our policies and procedures with respect to risk assessment and risk management. Our Audit Committee will meet at least quarterly with management and the independent auditors and report on such meetings to the board of directors. The responsibilities of our Audit Committee as set forth in its charter include oversight of the following: external audit, financial reporting, public disclosure, internal controls, risk management and compliance and whistleblowing.
Compensation Committee
As of December 31, 2021,2022, our Compensation Committee consisted of three directors: Mr.Messrs. Ashken Lord Mynersand MacFarlane and Ms. Parry, and Mr. Ashken served as its chairman. Our Compensation Committee is responsible for determining the compensation of our executive officers. The responsibilities of our Compensation Committee as set forth in its charter include the following: assisting the board in evaluating potential candidates for executive positions, determining the compensation of our chief executive officer, making recommendations to the board
with respect to the compensation of other executive officers, reviewing our incentive compensation and other equity-based plans, and reviewing, on a periodic basis, director compensation.
Nominating and Corporate Governance Committee
As of December 31, 2021,2022, our Nominating and Corporate Governance Committee (the “N&CG Committee”) consisted of three directors: Lord Myners,Messrs. Ashken, Lillie and Ms. Parry and Mr. Lillie and Lord MynersAshken served as its chairman.
Our N&CG Committee is responsible for considering and making recommendations to the board of directors in respect of appointments to the board. The responsibility of our N&CG Committee as set forth in its Charter include the following: recommending directors to the board to serve as members of each committee, developing and recommending a set of corporate governance principles applicable to our company and overseeing board evaluations. It is also responsible for regularly reviewing the structure, size and composition of the board and making recommendations to the board with regard to any changes it deems necessary.
D. Employees
As of December 31, 2021,2022, we had approximately 8,0027,535 employees, including 684597 temporary staff. In addition, we employed approximately 826711 agency workers in 2021.2022. We source the majority of our temporary workers from agencies to allow us to quickly respond and adapt to production demands. Approximately 70%54% of our employees work in our manufacturing operations, with the remaining employees involved in sales, marketing, finance, administration, procurement, logistics, product development, IT and other areas. Following are the number of employees by region for the last three years:
| | Region | Region | 2021 | | 2020 | | 2019 | Region | 2022 | | 2021 | | 2020 |
| Germany | Germany | 1,437 | | 1,374 | | 1,412 | Germany | 1,338 | | 1,437 | | 1,374 |
| United Kingdom | United Kingdom | 1,389 | | 1,333 | | 1,222 | United Kingdom | 1,355 | | 1,389 | | 1,333 |
| Serbia | Serbia | 1,302 | | — | | — | Serbia | 1,169 | | 1,302 | | — |
| Croatia | Croatia | 853 | | — | | — | Croatia | 977 | | 853 | | — |
| Italy | Italy | 494 | | 479 | | 478 | Italy | 481 | | 494 | | 479 |
| Sweden/Norway | Sweden/Norway | 378 | | 397 | | 421 | Sweden/Norway | 406 | | 378 | | 397 |
| Bosnia & Herzegovina | Bosnia & Herzegovina | 348 | | — | | — | Bosnia & Herzegovina | 319 | | 348 | | — |
| France | France | 333 | | 343 | | 345 | France | 305 | | 333 | | 343 |
| Other | Other | 1,468 | | 964 | | 897 | Other | 1,185 | | 1,468 | | 964 |
| Total | Total | 8,002 | | 4,890 | | 4,775 | Total | 7,535 | | 8,002 | | 4,890 |
A number of our employees are members of trade unions, inincluding (but not limited to) the UK, Germany, Italy, France, Sweden, Norway, orCroatia, Serbia, Bosnia & Herzegovina and Spain. Trade union membership is not required to be disclosed by employees. Many of our plants are governed by collective agreements with the respective unions. Our relationships with the trade unions are currently stable.
E. Share Ownership
The following table sets forth, as of February 17, 2022,20, 2023, certain information regarding the beneficial ownership of our ordinary shares by:
•each of our current directors;
•each of our named executive officers for the fiscal year ended December 31, 2021;2022; and
•all of our current directors and current executive officers as a group.
Percentages are based on the 172,398,626174,240,609 ordinary shares that were issued and outstanding on February 17, 2022.20, 2023.
| | Director and Executive Officers: | Director and Executive Officers: | Number | | Percentage | Director and Executive Officers: | Number | | Percentage |
| Sir Martin E. Franklin | Sir Martin E. Franklin | 11,983,617 | | (1) | | 7.0 | | Sir Martin E. Franklin | 10,263,463 | | (1) | | 5.9 | |
| Noam Gottesman | Noam Gottesman | 12,818,221 | | (2) | | 7.4 | | Noam Gottesman | 12,818,221 | | (2) | | 7.4 | |
| Ian G.H. Ashken | Ian G.H. Ashken | 425,656 | | (3) | | * | Ian G.H. Ashken | 485,443 | | (3) | | * |
| Stéfan Descheemaeker | Stéfan Descheemaeker | 3,742,401 | | (4) | | 2.2 | | Stéfan Descheemaeker | 3,792,401 | | (4) | | 2.2 | |
| Golnar Khosrowshahi | — | | (5) | | * | |
| James E. Lillie | James E. Lillie | 783,810 | | (6) | | * | James E. Lillie | 840,060 | | (5) | | * |
| Stuart MacFarlane | Stuart MacFarlane | 5,455 | | (7) | | * | Stuart MacFarlane | — | | (6) | | * |
| Victoria Parry | Victoria Parry | 19,437 | | (8) | | * | Victoria Parry | 21,287 | | (7) | | * |
| Amit Pilowsky | | Amit Pilowsky | — | | (8) | | * |
| Melanie Stack | Melanie Stack | — | | (9) | | * | Melanie Stack | 1,618 | | (9) | | * |
| Samy Zekhout | Samy Zekhout | 16,393 | | (10) | | * | Samy Zekhout | 16,393 | | (10) | | * |
| Directors and Executive Officers as a Group (10 persons) | Directors and Executive Officers as a Group (10 persons) | 29,794,990 | | | 17.3 | | Directors and Executive Officers as a Group (10 persons) | 28,238,886 | | | 16.2 | |
* Represents beneficial ownership of less than one percent of ordinary shares outstanding.
(1)Consists of (i) 6,392,2126,722,212 ordinary shares held indirectly through the Martin E. Franklin Revocable Trust and (ii) 750,000 Founder Preferred Shares held indirectly through Mariposa Acquisition II, LLC (which are convertible at any time at the option of the holder into ordinary shares on a one-for-one basis) , (iii) 3,353,7513,541,251 ordinary shares held indirectly through RSMA, LLC and (iv) 1,209,466 ordinary shares held by other members of Mariposa Acquisition II, LLC, respectively, which Sir Martin has the sole power to vote pursuant to irrevocable proxy agreements. In addition, Sir Martin indirectly owns 69% of Mariposa Acquisition II, representing 517,500 Founder Preferred Shares.LLC. Sir Martin disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(2)IncludesConsists of (i) 9,496,7722,023,560 ordinary shares of which 1,273,560 are held byindirectly through TOMS Acquisition I LLC, (ii) 6,708,560 areordinary shares held byindirectly through TOMS Capital Investments LLC, and(iii) 1,514,652 areordinary shares held indirectly through an entity wholly-owned by Mr. Gottesman through a wholly owned entity, (ii) 750,000 Founder Preferred Shares which are convertible at any time at the option of the holder into ordinary shares on a one-for-one basis and all of which are held by TOMS Acquisition I LLC (iii) an aggregate of(iv) 1,821,449 ordinary shares held by thecertain members of TOMS Acquisition I LLC that are subject to an irrevocable proxy agreement granted to Mr. Gottesman and (iv)(v) 750,000 ordinary shares held by Lavender Fiduciary Management Inc., as a trustee of various trusts established by certain members of TOMS Acquisition I LLC, that are subject to an irrevocable proxy agreement granted to Mr. Gottesman. Mr. Gottesman is the managing member and majority owner of TOMS Acquisition I LLC and TOMS Capital Investments LLC and may be considered to have beneficial ownership of TOMS Acquisition I LLC’s and TOMS Capital Investments LLC’s interests in the Company. In addition, Mr. Gottesman owns or controls, directly or indirectly, 77.5% of TOMS Acquisition I LLC and 100% of TOMS Capital Investments LLC. Mr. Gottesman disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(3)Includes (i) 421,065477,315 ordinary shares held by Tasburgh, LLC and (ii) 4,5918,128 held by The Ian G.H. Ashken Living Trust of which Mr. Ashken is the sole settlor and trustee, all of which are subject to an irrevocable proxy agreement granted to Sir Martin (see note 1 above).trustee. Mr. Ashken is the Managing Manager of Tasburgh, LLC. Excludes an indirect pecuniary interest in 56,250 Founder Preferred Shares (which are convertible at any time at the option of the holder into ordinary shares on a one-for-one basis) held by Mariposa Acquisition II, LLC. Also excludes 3,5374,946 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, all of which will vest on the earlier of (i) the date of the Company’s annual meeting of shareholders in 20222023 or (ii) July 30, 2022.August 1, 2023.
(4)Includes 2,543,8972,593,897 ordinary shares held indirectly through Olidipoli Sprl, a company owned by Mr. Descheemaeker. Excludes (i) 300,000 ordinary shares issuable under the LTIP which will vest onin February 1, 2023 and (ii) 300,000 ordinary shares issuable under the LTIP, which will vest on February 1, 2024, both of which will vest subject to performance based vesting conditions (and in each of cases (i) and (ii), subject to further vesting conditions relating to Mr. Descheemaeker’s tenure as Chief Executive Officer).
(5)Includes 785,987 ordinary shares held directly by Mr. Lillie and his spouse, (ii) 100,000 ordinary shares held directly by a family charitable foundation and (iii) 56,250 shares held directly by ZWC, LLC an entity managed by Mr. Lillie. Excludes 3,5374,946 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, all of which will vest on the earlier of (i) the date of the Company’s annual meeting of shareholders in 20222023 or (ii) July 30, 2022.August 1, 2023. Mr. Lillie disclaims beneficial ownership of such ordinary shares except to the extent of his pecuniary interest therein.
(6)Includes 783,810 ordinary shares held directly by Mr. Lillie and his spouse, all of which are subject to an irrevocable proxy agreement granted to Sir Martin (see note 1 above). Excludes an indirect pecuniary interest in 56,250 Founder Preferred Shares (which are convertible at any time at the option of the holder into ordinary
shares on a one-for-one basis) held by Mariposa Acquisition II, LLC. Also excludes 3,5374,946 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, all of which will vest on the earlier of (i) the date of the Company’s annual meeting of shareholders in 20222023 or (ii) July 30, 2022.August 1, 2023.
(7)Excludes 3,5374,946 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, all of which will vest on the earlier of (i) the date of the Company’s annual meeting of shareholders in 20222023 or (ii) July 30, 2022.August 1, 2023.
(8)Excludes 3,5374,946 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, all of which will vest on the earlier of (i) the date of the Company’s annual meeting of shareholders in 20222023 or (ii) July 30, 2022.August 1, 2023.
(9)Excludes 3,5374,946 ordinary shares issuable under currently outstanding equity awards issued under the LTIP, all of which will vest on the earlier of (i) the date of the Company’s annual meeting of shareholders in 20222023 or (ii) July 30, 2022.August 1, 2023.
(10)Excludes 273,750123,750 ordinary shares issuable under the LTIP, which will vest subject to performance based vesting conditions (and subject to further vesting conditions relating to Mr. Zekhout's tenure as Chief Financial Officer).
There are no arrangements for involving the employees in the capital of the Company, including any arrangement that involves the issue or grant of options or shares or securities of the Company, other than those described under Item 6. Directors, Senior Management and Employees—B. Compensation of Executive Officers and Directors—Nomad Foods Limited Amended and Restated Long Term 2015 Incentive Plan (“LTIP").
F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation
None.
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders
The following table sets forth certain information regarding the beneficial ownership of our ordinary shares by each person known by us to be a beneficial owner of more than 5% of the ordinary shares. Currently we only have one class of listed shares issued and outstanding, that being ordinary shares, which have no par value. All of our ordinary shares have the same voting rights. Percentages are based on the 172,398,626174,240,609 ordinary shares that were issued and outstanding on February 17, 2022.20, 2023.
| | | | | | | | | | | | | | | | | |
| | Ordinary Shares Beneficially
Owned |
| Name of Beneficial Owner: | | Number | | | Percentage |
| 5% Shareholders: | | | | | |
Wellington Management Group LLP
c/o Wellington Management Company LLP
280 Congress Street
Boston, MA 02210 | | 14,073,168 | | (1) | | 8.2 | |
Noam Gottesman
c/o TOMS Acquisition I LLC
450 W. 14th Street, 13th Floor
New York, NY 10014 | | 12,818,221 | | (2) | | 7.4 | |
Martin E. Franklin
c/o Mariposa Capital, LLC
500 South Pointe Drive, Suite 240
Miami Beach, FL 33139 | | 11,983,617 | | (3) | | 7.0 | |
Allspring Global Investments Holdings, LLC 420 Montgomery Street San Francisco, CA 94163 | | 9,899,243 | | (4) | | 5.7 | |
FMR LLC
245 Summer Street
Boston, MA 02210 | | 9,132,956 | | (5) | | 5.3 | |
| | | | | | | | | | | | | | | | | |
| | Ordinary Shares Beneficially
Owned |
| Name of Beneficial Owner: | | Number | | | Percentage |
| 5% Shareholders: | | | | | |
Wellington Management Group LLP
c/o Wellington Management Company LLP
280 Congress Street
Boston, MA 02210 | | 14,740,082 | | (1) | | 8.5 | |
Noam Gottesman
c/o TOMS Acquisition I LLC
450 W. 14th Street, 13th Floor
New York, NY 10014 | | 12,818,221 | | (2) | | 7.4 | |
Martin E. Franklin
c/o Mariposa Capital, LLC
500 South Pointe Drive, Suite 240
Miami Beach, FL 33139 | | 10,263,463 | | (3) | | 5.9 | |
Allspring Global Investments Holdings, LLC 420 Montgomery Street San Francisco, CA 94163 | | 9,389,072 | | (4) | | 5.4 | |
FMR LLC
245 Summer Street
Boston, MA 02210 | | 12,739,712 | | (5) | | 7.3 | |
AllianceBernstein L.P.
1345 Avenue of Americas,
New York, NY 10105 | | 11,842,891 | | (6) | | 6.8 | |
T. Rowe Price Investment Management, Inc.
101 E. Pratt Street
Baltimore, MD 21201 | | 9,568,669 | | (7) | | 5.5 | |
(1)Based on a Schedule 13G/A filed by Wellington Management Group LLP on February 4, 20226, 2023.
(2)Based on a Schedule 13D/A filedConsists of (i) 2,023,560 ordinary shares held indirectly through TOMS Acquisition I LLC, (ii) 6,708,560 ordinary shares held indirectly through TOMS Capital Investments LLC, (iii) 1,514,652 ordinary shares held indirectly through an entity wholly-owned by Mr. Gottesman and (iv) 1,821,449 ordinary shares held by certain members of TOMS Acquisition I LLC that are subject to an irrevocable proxy agreement granted to Mr. Gottesman and (v) 750,000 ordinary shares held by Lavender Fiduciary Management Inc., as a trustee of various trusts established by certain members of TOMS Acquisition I LLC, that are subject to an irrevocable proxy agreement granted to Mr. Gottesman. Mr. Gottesman is the managing member and majority owner of TOMS Acquisition I LLC and TOMS Capital Investments LLC and may be considered to have beneficial ownership of TOMS Acquisition I LLC’s and TOMS Capital Investments LLC’s interests in the other reporting persons described therein on May 25, 2021.Company. In addition, Mr. Gottesman owns or controls, directly or indirectly, 77.5% of TOMS Acquisition I LLC and 100% of TOMS Capital Investments LLC. Mr. Gottesman disclaims beneficial ownership of such shares to the extent of his pecuniary interest therein.
(3)Based on a Schedule 13D/A filed by Sir Martin Franklin,Consists of (i) 6,722,212 ordinary shares held indirectly through the Martin E. Franklin Revocable Trust, and (ii) 3,541,251 ordinary shares held indirectly through RSMA, LLC. Sir Martin disclaims beneficial ownership of such shares except to the other reporting persons described therein on January 6, 2021.extent of his pecuniary interest therein.
(4)Based on a Schedule 13G13G/A filed by Allspring Global Investments Holdings, LLC on January 18, 2022.g13, 2023.
(5)Based on a Schedule 13G/A filed by FMR LLC on February 9, 2023.
(6)Based on a Schedule 13G filed by FMR LLCAllianceBernstein L.P. on February 9, 202214, 2023.
(7)Based on a Schedule 13G filed by T. Rowe Price Investment Management, Inc. on February 14, 2023.
On January 18, 2022,13, 2023, Allspring Global Investments Holdings, LLC filed a Schedule 13G to report that it beneficially owned 5.61% of our ordinary shares. Prior to its sale on November, 1, 2021, Allspring Global Investments Holdings, LLC was a subsidiary of Wells Fargo & Company, and prior to that date, its holdings were included on Schedules 13G filed by Wells Fargo & Company, LLC.
On January 27, 2022, Wells Fargo & Company filed a Schedule 13G/A to report that its percentage ownership in our ordinary shares decreased from 5.47% to 0.11%5.61% as of January 27, 2022.18, 2022 to 5.45% as of January 13, 2023.
On February 4, 2022,6, 2023, Wellington Management Group LLP filed a Schedule 13G/A to report that its percentage ownership in our ordinary shares increased from 7.33% as of February 4, 2021 to 7.98% as of February 4, 2022.2022 to 8.55% as of February 6, 2023.
On February 9, 2022,2023, FMR LLC filed a Schedule 13G/A to report that its percentage ownership in our ordinary shares increased from 5.17% as of February 9, 2022 to 7.39% as of February 9, 2023.
On February 14, 2023, AllianceBernstein L.P. filed a Schedule 13G to report that it beneficially
owned 6.9% of our ordinary shares.
On February 14, 2023, T. Rowe Price Investment Management, Inc. filed a Schedule 13G to report that it beneficially owned 5.17%5.6% of our ordinary shares.
As of February 17, 2022, (i)20, 2023, approximately 172,354,384174,240,609 of our outstanding ordinary shares were held by one United States record holder (Cede and Company) and (ii) all 1,500,000 of our outstanding preferred shares (Founder Preferred Shares), which have the same voting rights as the ordinary shares, were held in equal amounts by two United States record holders (Mariposa Acquisition II, LLC and TOMS Acquisition I LLC).
Except for the foregoing, no major shareholder has disclosed a significant change in its percentage ownership of our ordinary shares during the three years ended December 31, 2021.2022.
B. Related Party Transactions
For a description of our related party transactions, see Note 37, Related Parties, to our audited consolidated financial statements which appear elsewhere in this annual report.
On January 1, 2022, the Company entered into an Amended and Restated Advisory Services Agreement with Mariposa Capital, LLC, an affiliate of Sir Martin, and TOMS Capital LLC, an affiliate of Mr. Gottesman. Pursuant to the terms of the Amended and Restated Advisory Services Agreement, Mariposa Capital, LLC and TOMS Capital LLC provide high-level strategic advice and guidance to the Company. Under the terms of the Amended and Restated Advisory Services Agreement, Mariposa Capital, LLC and TOMS Capital LLC are entitled to receive an aggregate annual fee equal to $4.0 million, payable in quarterly installments. This agreement expires on January 1st annually and will be automatically renewed for successive one-year terms unless any party notifies the other parties in writing of its intention not to renew the agreement no later than 90 days prior to the expiration of the term. The agreement may only be terminated by the Company upon a vote of a majority of its directors. In the event that the agreement is terminated by the Company, the effective date of the termination will be 6 months following the expiration of the initial term or a renewal term, as the case may be.
Related Party Transactions Procedures
The Audit Committee Charter provides that the Audit Committee shall review all related party transactions, as defined under Item 404 of Regulation S-K under the Securities Act of 1933, as amended. Following such review, the Audit Committee determines whether such transaction should be approved based on the terms of the transaction, the business purpose for the transaction and whether the transaction is in the best interest of the Company and its shareholders.
No member of the Audit Committee shall participate in any review, consideration or approval of any related party transaction with respect to which such member or any of his or her immediate family members is the related party.
Item 8. Financial Information
A. Consolidated Statements and Other Financial Information
Financial Statements
Please see Item 18 below.
Export Sales
For a description of our export sales which constitute all of our sales, please see Geographical information - External revenue by geography in Item 18, Note 5 below.
Legal Proceedings
We are not currently subject to any legal proceedings, nor to the best of our knowledge, is any proceeding threatened, the results of which would have a material impact on our properties, results of operation, or financial condition. Tax audits are taking place in a number of countries. Whenever there is a difference in view between local tax authorities and the Company, to the extent deemed necessary, provisions are made for exposures for which it will be probable that they will lead to additional tax liabilities. To the best of our knowledge, none of our officers or directors is involved in any legal proceedings in which we are an adverse party.
Dividend Policy
We have not declared or paid any dividends on our ordinary shares since our inception on April 1, 2014, and have no current plans to pay dividends on our ordinary shares. The declaration and payment of future dividends to holders of our ordinary shares will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, earnings, legal requirements, restrictions in our debt agreements and other factors deemed relevant by our board of directors. In addition, as a holding company, our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their respective jurisdictions of organization, agreements of our subsidiaries or covenants under future indebtedness that we or they may incur. See Item 3D: Key Information - Risk Factors - Risks Related to our Ordinary Shares - Dividend payments on our ordinary shares are not expected, and for a discussion of taxation of any dividends, see Item 10E: Additional Information - Taxation.
The Founder Preferred Shares arewere entitled to receive an annual stock dividend based on the market price of our ordinary shares if such market price exceedsexceeded certain trading price minimums and to participate in any dividends on the ordinary shares. For the year ended December 31, 2022 and the year ended December 31, 2021, no Founder Preferred Shares Annual
Dividend Amount was payable pursuant to the terms of the Founder Preferred Shares. For the year ended December 31, 2020, we approved a 2020 Founder Preferred Share Dividend in an aggregate of 3,875,036 ordinary shares. The dividend price used to calculate the 2020 Founder Preferred Shares Annual Dividend Amount was $25.2127 and the Ordinary Shares were issued on January 2, 2020. For the year ended December 31, 2019, we approved a 2019 Founder Preferred Share Dividend in an aggregateOn January 3, 2023, each of 6,421,074 ordinary shares. The dividend price used to calculate the 2019 Founder preferred Shares Annual Dividend Amount was $21.7289 (calculated based upon the volume weighted average price for the last ten trading days of 2019) and the Ordinary Shares were issued on January 2, 2019. In 2022, the Founder Preferred Shares Annual Dividend Amount will be calculated based upon the volume weighted average price for the last ten trading daysconverted into one ordinary share and, as of the year and the appreciated average share price compared to the highest price previously used in calculating thesuch date, no Founder Preferred Shares Annual Dividend Amount. We currently expect to retain all ourremained outstanding and no future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends for the foreseeable future. The declaration and payment of future dividends to holders of our ordinary sharesdividend will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, earnings, legal requirements, and restrictions in our debt agreements, including the Senior Facility Agreement, and other factors deemed relevant by our board of directors. As a holding company, our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their respective jurisdictions of organization, agreements of our subsidiaries or covenants under future indebtedness that we or they may incur. Furthermore, under British Virgin Islands law, we may pay dividends to our shareholders only if, immediately after the dividend, the value of our assets would exceed our liabilities and we would be able to pay our debts as they fall due.
B. Significant Changes
No significant change has occurred since the date of the annual financial statements included in this annual report.
Item 9. The Offer and Listing
A. Offer and Listing Details
Our ordinary shares are currently listed for trading on the NYSE under the symbol “NOMD”.
There is no public market for our preferred shares and the preferred shares will not be listed for trading on any exchange.
Item 10. Additional Information
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
A copy of our Memorandum and Articles of Association have been previously filed as Exhibit 99.1 to our Report of Foreign Private Issuer on Form 6-K (File No. 001-37669), filed with the SEC on January 14, 2016, and is incorporated by reference into this annual report. TheA description of securities registered under Section 12 of the Exchange Act is filed as Exhibit 2.3 to this annual report on Form 20-F and includes a summary of the additional information called forrequired by this Item 10B: Additional Information -10B and is incorporated by reference herein. Such summary does not purport to be complete and is subject to and qualified in its entirety by reference to our Memorandum and Articles of Association, has been reported previously in our Registration Statement on Form F-3 (File No. 333-225402), filed withas amended, and to the SEC on June 4, 2018 (the “Registration Statement”), under the heading “Description of Share Capital,”relevant laws and is incorporated by reference into this annual report.regulations. There are no limitations on the rights to own securities, including the rights of non-resident or foreign shareholders to hold or exercise voting rights on the securities imposed by the laws of the British Virgin Islands or by our Memorandum.
C. Material Contracts
Each material contract to which the Company has been a party for the preceding two years, other than those entered into in the ordinary course of business, is listed as an exhibit to the Registration Statement and is summarized elsewhere herein.
D. Exchange Controls
We are not aware of any governmental laws, decrees, regulations or other legislation in the British Virgin Islands that restrict the export or import of capital, including the availability of cash and cash equivalents for use by our affiliated companies, or that affect the remittance of dividends, interest or other payments to non-resident holders of our securities.
E. Taxation
U.S. Federal Income Taxation
General
The following discussion is a summary of certain U.S. federal income tax issues relevant to the acquisition, holding and disposition of the ordinary shares. Additional tax issues may exist that are not addressed in this discussion and that could affect the U.S. federal income tax treatment of the acquisition, holding and disposition of the ordinary shares.
This discussion does not address any tax consequences other than U.S. federal income tax consequences, such as U.S. state and local tax consequences, U.S. estate and gift tax consequences, or non-U.S. tax consequences. The discussion applies, unless indicated otherwise, only to holders of ordinary shares who acquire the ordinary shares as capital assets. It does not address special classes of holders that may be subject to different treatment under the Internal Revenue Code of 1986, as amended (the “Code”), such as:
•certain financial institutions, insurance companies, underwriters, real estate investment trusts, or regulated investment companies;
•controlled foreign corporations or passive foreign investment companies;
•dealers and traders in securities;
•persons holding ordinary shares as part of a hedge, straddle, conversion or other integrated transaction;
•partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes;
•persons liable for the alternative minimum tax;
•tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts;
•certain U.S. expatriates or former long-term residents of the United States;
•a person that is required to accelerate the recognition of any item of gross income with respect to ordinary shares as a result of such income being recognized on an applicable financial statement;
•a person that acquired ordinary shares as compensation for services;
•persons holding ordinary shares that own or are deemed to own 10 percent or more (by vote or value) of the Company’s stock; or
•persons that do not use the U.S. Dollar as their functional currency.
This section is based on the Code, its legislative history, existing and proposed Treasury regulations, published rulings by the Internal Revenue Service (“IRS”) and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis. Holders of ordinary shares should consult their own tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of acquiring, holding and disposing of ordinary shares in their particular circumstances.
As used herein, a “U.S. Holder” is a beneficial owner of ordinary shares that is, for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation or other entity taxable as a corporation, created or organized in or under the laws of the United States or any political subdivision thereof; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more “United States persons” (within the meaning of the Code) have the authority to control all substantial decisions of the trust, or (2) it has a valid election in effect under applicable Treasury regulations to be treated as a “United States person”.
This discussion does not consider the tax treatment of partnerships or other pass-through entities that hold ordinary shares, or of persons who hold ordinary shares through such entities. If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of
ordinary shares, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership.
This discussion is based upon certain understandings and assumptions with respect to the business, assets and shareholders, including that the Company is not, does not expect to become, nor at any time has been, a controlled foreign corporation as defined in Section 957 of the Code (a “CFC”). The Company believes that it is not and has never been a CFC, and does not expect to become a CFC. In the event that one or more of such understandings and assumptions proves to be inaccurate, the following discussion may not apply, and material adverse U.S. federal income tax consequences may result to U.S. Holders.
Passive Foreign Investment Company (“PFIC”) Considerations
The U.S. federal income tax treatment of U.S. Holders will differ depending on whether the Company is considered a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes.
In general, the Company will be considered a PFIC for any taxable year in which: (i) 75 percent or more of its gross income consists of passive income; or (ii) 50 percent or more of the average quarterly market value of its assets in that year are assets (including cash) that produce, or are held for the production of, passive income. For purposes of the above calculations, if the Company, directly or indirectly, owns at least 25 percent by value of the stock of another corporation, then the Company generally would be treated as if it held its proportionate share of the assets of such other corporation and received directly its proportionate share of the income of such other corporation. Passive income generally includes, among other things, dividends, interest, rents, royalties, certain gains from the sale of stock and securities, and certain other investment income.
Based on the current and anticipated composition of the income, assets and operations of the Company and its subsidiaries, the Company believes that it will not be a PFIC in its current taxable year and is not likely to be a PFIC in future taxable years. However, there is no assurance that the Company will not be a PFIC in any taxable year because PFIC status is factual in nature, depends upon factors not wholly within the Company's control, generally cannot be determined until the close of the taxable year in question, and is determined annually. If the Company is a PFIC for any taxable year during which a U.S. Holder holds (or, in the case of a lower-tier PFIC, is deemed to hold) its ordinary shares, such U.S. Holder will be subject to significant adverse U.S. federal income tax rules. U.S. Holders should consult their tax advisors on the U.S. federal income tax consequences of the Company being treated as a PFIC.
Tax Consequences for U.S. Holders if the Company is not a PFIC
Dividends
In general, subject to the PFIC rules discussed above, a distribution on an ordinary share will constitute a dividend for U.S. federal income tax purposes to the extent that it is made from the Company’s current or accumulated earnings and profits as determined under U.S. federal income tax principles. If a distribution exceeds the Company’s current and accumulated earnings and profits, it will be treated as a non-taxable reduction of basis to the extent of the U.S. Holder’s tax basis in the ordinary share on which it is paid, and to the extent it exceeds that basis it will be treated as capital gain. For purposes of this discussion, the term “dividend” means a distribution that constitutes a dividend for U.S. federal income tax purposes. However, it is not expected that the Company will maintain calculations of its earnings and profits in accordance with U.S. federal income tax principles. U.S. Holders should therefore assume that any distribution by the Company with respect to the Company’s ordinary shares will be reported as dividend income. U.S. Holders should consult their own tax advisors with respect to the appropriate U.S. federal income tax treatment of any distribution received from the Company.
The gross amount of any dividend on an ordinary share (which will include the amount of any foreign taxes withheld) generally will be subject to U.S. federal income tax as foreign source dividend income, and generally will not be eligible for the corporate dividends received deduction allowed to corporations in respect of dividends received from U.S. corporations. The amount of a dividend paid in foreign currency will be its value in U.S. Dollars based on the prevailing spot market exchange rate in effect on the day the U.S. Holder receives the dividend. A U.S. Holder will have a tax basis in any distributed foreign currency equal to its U.S. Dollar amount on the date of receipt, and any gain or loss realized on a subsequent conversion or other disposition of foreign currency generally will be treated as U.S. source ordinary income or loss. If dividends paid in foreign currency are converted into U.S. Dollars on the date they are received by a U.S. Holder, the U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend income.
Subject to certain exceptions for short-term and hedged positions, a dividend that a non-corporate holder receives on an ordinary share will be subject to a maximum federal income tax rate of 20 percent if the dividend is a “qualified dividend” not including the Medicare Contribution Tax described below. A dividend on an ordinary share will be a qualified dividend if (i) either (a) the ordinary shares are readily tradable on an established market in the United States or (b) the Company is eligible for the benefits of a comprehensive income tax treaty with the United States that the Secretary of the Treasury determines is satisfactory for purposes of these rules and that includes an exchange of information program, and (ii) the Company was not, in the year prior to the year the dividend was paid, and is not, in the year the dividend is paid, a PFIC. Since the ordinary shares are listed on the New York Stock Exchange, the ordinary shares should be treated as readily tradable on an established securities market in the United States. Even if dividends on the ordinary shares would otherwise be eligible for qualified dividend treatment, in order to qualify for the reduced qualified dividend tax rates, a non-corporate holder must hold the ordinary share on which a dividend is paid for more than 60 days during the 120-day period beginning 60 days before the ex-dividend date, disregarding for this purpose any period during which the non-corporate holder has an option to sell, is under a contractual obligation to sell or has made (and not closed) a short sale of substantially identical stock or securities, is the grantor of an option to buy substantially identical stock or securities or, pursuant to Treasury regulations, has diminished its risk of loss by holding one or more other positions with respect to substantially similar or related property. In addition, to qualify for the reduced qualified dividend tax rates, the non-corporate holder must not be obligated to make related payments with respect to positions in substantially similar or related property. Payments in lieu of dividends from short sales or other similar transactions will not qualify for the reduced qualified dividend tax rates.
A non-corporate holder that receives an extraordinary dividend eligible for the reduced qualified dividend rates must treat any loss on the sale of the stock as a long-term capital loss to the extent of the dividend. For purposes of determining the amount of a non-corporate holder’s deductible investment interest expense, a dividend is treated as investment income only if the non-corporate holder elects to treat the dividend as not eligible for the reduced qualified dividend tax rates. Special limitations on foreign tax credits with respect to dividends subject to the reduced qualified dividend tax rates apply to reflect the reduced rates of tax.
The U.S. Treasury has announced its intention to promulgate rules pursuant to which non-corporate holders of stock of non-U.S. corporations, and intermediaries through whom the stock is held, will be permitted to rely on certifications from issuers to establish that dividends are treated as qualified dividends. Because those procedures have not yet been issued, it is not clear whether the Company will be able to comply with them.
Non-corporate holders of ordinary shares are urged to consult their own tax advisers regarding the availability of the reduced qualified dividend tax rates with respect to dividends received on the ordinary shares in light of their own particular circumstances.
Capital Gains
Subject to the PFIC rules discussed above, on a sale or other taxable disposition of an ordinary share, a U.S. Holder will recognize capital gain or loss in an amount equal to the difference between the U.S. Holder’s adjusted basis in the ordinary share and the amount realized on the sale or other disposition, each determined in U.S. Dollars. Such capital gain or loss will be long-term capital gain or loss if at the time of the sale or other taxable disposition the ordinary share has been held for more than one year. In general, any adjusted net capital gain of an individual is subject to a maximum federal income tax rate of 20 percent, not including the Medicare Contribution Tax, discussed below. Capital gains recognized by corporate U.S. holders generally are subject to U.S. federal income tax at the same rate as ordinary income. The deductibility of capital losses is subject to limitations.
Any gain a U.S. Holder recognizes generally will be U.S. source income for U.S. foreign tax credit purposes, and, subject to certain exceptions, any loss will generally be a U.S. source loss. If a non-U.S. income tax is paid on a sale or other disposition of an ordinary share, the amount realized will include the gross amount of the proceeds of that sale or disposition before deduction of the non-U.S. tax. The generally applicable limitations under U.S. federal income tax law on crediting foreign income taxes may preclude a U.S. Holder from obtaining a foreign tax credit for any non-U.S. tax paid on a sale or other disposition of an ordinary share. The rules relating to the determination of the foreign tax credit are complex, and U.S. holders are urged to consult with their own tax advisers regarding the application of such rules. Alternatively, any non-U.S. income tax paid on the sale or other disposition of an ordinary share may be taken as a deduction against taxable income, provided the U.S. Holder takes a deduction and not a credit for all foreign income taxes paid or accrued in the same taxable year.
Medicare Contribution Tax
Dividends received with respect to ordinary shares and capital gains from the sale or other taxable disposition of the ordinary shares recognized by certain non-corporate U.S. Holders will be includable in computing net investment income of such U.S. Holder for purposes of the 3.8 percent Medicare Contribution Tax.
Tax Consequences for Non-U.S. Holders of Ordinary Shares
As used herein, a "non-U.S. Holder" is a beneficial owner of ordinary shares that is neither a U.S. Holder nor a partnership (or entity or arrangement classified as a partnership) for U.S. federal income tax purposes.
Dividends
A non-U.S. Holder generally will not be subject to U.S. federal income tax or withholding on dividends received from the Company with respect to ordinary shares, other than in certain specific circumstances where such income is deemed effectively connected with the conduct by the non-U.S. Holder of a trade or business in the United States. If a non-U.S. Holder is entitled to the benefits of a U.S. income tax treaty with respect to those dividends, that income is generally subject to U.S. federal income tax only if it is attributable to a permanent establishment maintained by the non-U.S. Holder in the United States. A non-U.S. Holder that is subject to U.S. federal income tax on dividend income under the foregoing exception generally will be taxed with respect to such dividend income on a net basis in the same manner as a U.S. Holder unless otherwise provided in an applicable income tax treaty; a non-U.S. Holder that is a corporation for U.S. federal income tax purposes may also be subject to a branch profits tax with respect to such dividend income at a rate of 30 percent (or at a reduced rate under an applicable income tax treaty).
Sale, Exchange or Other Taxable Disposition of Ordinary Shares
A non-U.S. Holder generally will not be subject to U.S. federal income tax or withholding with respect to any gain recognized on a sale, exchange or other taxable disposition of ordinary shares unless:
•the gain is treated as effectively connected with the conduct by the non-U.S. Holder of a trade or business in the United States (and, if an applicable income tax treaty so requires, such gain is attributable to a permanent establishment maintained by the non-U.S. Holder in the United States); or
•the non-U.S. Holder is an individual and is present in the United States for 183 or more days in the taxable year of the sale, exchange or other taxable disposition, and meets certain other requirements.
If the first exception applies, the non-U.S. Holder generally will be subject to U.S. federal income tax with respect to such gain on a net basis in the same manner as a U.S. Holder unless otherwise provided in an applicable income tax treaty; a non-U.S. Holder that is a corporation for U.S. federal income tax purposes may also be subject to a branch profits tax with respect to such gain at a rate of 30 percent (or at a reduced rate under an applicable income tax treaty). If the second exception applies, the non-U.S. Holder generally will be subject to U.S. federal income tax at a rate of 30 percent (or at a reduced rate under an applicable income tax treaty) on the amount by which such non-U.S. Holder’s capital gains allocable to U.S. sources exceed capital losses allocable to U.S. sources during the taxable year of disposition of the ordinary shares.
Information Reporting and Backup Withholding
Under U.S. federal income tax laws, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation (including IRS Forms 926). Persons who are required to file these information returns and fail to do so may be subject to substantial penalties. Pursuant to Section 1298(f) of the Code, for any year in which the Company is a PFIC, each U.S. Holder will be required to file an information statement, Form 8621, regarding such U.S. Holder’s ownership interest in the Company. U.S. Holders of ordinary shares should consult with their own tax advisers regarding the requirements of filing information returns.
Furthermore, certain U.S. Holders who are individuals and to the extent provided in future regulations, certain entities, will be required to report information with respect to such U.S. Holder’s investment in “foreign financial assets” on IRS Form 8938. An interest in the Company constitutes a foreign financial asset for these purposes. Persons who are required to report foreign financial assets and fail to do so may be subject to substantial penalties. Potential shareholders are urged to consult with their own tax advisers regarding the foreign financial asset reporting obligations and their application to an investment in ordinary shares.
Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting and to backup withholding unless the U.S. Holder is a corporation or other exempt recipient, or, in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that no loss of exemption from backup withholding has occurred. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle such U.S. Holder to a refund, provided that the required information is furnished to the IRS.
Non-U.S. Holders generally are not subject to information reporting or backup withholding with respect to dividends paid on ordinary shares, or the proceeds from the sale, exchange or other disposition of ordinary shares, provided that each such non-U.S. Holder certifies as to its foreign status on the applicable duly executed IRS Form W-8 or otherwise establishes an exemption.
Foreign Account Tax Compliance Act
Under certain circumstances, the Company or its paying agent may be required, pursuant to the Foreign Account Tax Compliance Act ("FATCA"), to withhold U.S. tax at a 30 percent rate on all or a portion of payments of dividends or other corporate distributions to holders of ordinary shares that are treated as "foreign pass-thru payments" made on or after the date that is two years after the issuance of final regulations concerning such foreign pass-thru payments are published, if such payments are not in compliance with FATCA. Such regulations have not yet been issued. The rules regarding FATCA and "foreign pass-thru payments," including the treatment of proceeds from the disposition of ordinary shares, are complex and holders of ordinary shares are encouraged to consult their own tax advisers regarding the impact of the FATCA rules on them.
This summary is for general information only and it is not intended to be, nor should it be construed to be, tax or legal advice to any prospective shareholder. Further, this summary is not intended to constitute a complete analysis of all U.S. federal income tax consequences relating to holders of their acquisition, ownership and disposition of the ordinary shares. Accordingly, prospective holders of ordinary shares should consult their own tax advisers about the U.S. federal, state, local and non-U.S. tax consequences of the acquisition, ownership and disposition of the ordinary shares.
British Virgin Islands Taxation
The Company
We are not subject to any income, withholding or capital gains taxes in the British Virgin Islands. No capital or stamp duties are levied in the British Virgin Islands on the issue, transfer or redemption of ordinary shares.
Shareholders
Shareholders who are not tax resident in the British Virgin Islands will not be subject to any income, withholding or capital gains taxes in the British Virgin Islands, with respect to the ordinary shares of the Company owned by them and dividends received on such ordinary shares, nor will they be subject to any estate or inheritance taxes in the British Virgin Islands.
United Kingdom Taxation
General
The following is a general summary of material UK tax considerations relating to the ownership and disposal of our ordinary shares. The comments set out below are based on current UK tax law as of the date of this summary, which is subject to change, possibly with retrospective effect. This summary does not constitute legal or tax advice and applies only to shareholders holding our ordinary shares as an investment and who are the beneficial owners thereof, whose ordinary shares are not held through an individual savings account or a self-invested personal pension and who have not acquired their or another person’s ordinary shares by reason of their or another person’s employment. These comments may not apply to certain classes of persons, including dealers in securities, insurance companies and collective investment schemes.
This summary is for general information only and is not intended to be, nor should it be considered to be, legal or tax advice to any particular investor. It does not address all of the tax considerations that may be relevant to specific investors in light of their particular circumstances or to investors subject to special treatment under UK tax law. Potential investors should consult their own tax advisers concerning the overall tax consequences of acquiring, holding and disposing of our ordinary shares in their particular circumstances.
The Company
As previously stated, on January 12, 2016, we became centrally managed and controlled in the UK and therefore became resident in the UK for UK taxation purposes.
Accordingly, since that date, we are subject to UK taxation on our income and gains, except where an exemption applies. Dividend income will generally be exempt from UK corporation tax on income if certain conditions are met.
We may be treated as a dual resident company for UK tax purposes. As a result, our right to claim certain reliefs from UK tax may be restricted, and changes in law or practice in the UK could result in the imposition of further restrictions on our right to claim UK tax reliefs.
Shareholders
Sale, Exchange or Other Taxable Disposition of Ordinary Shares
Subject to their individual circumstances, shareholders who are resident in the UK for UK taxation purposes will potentially be liable to UK taxation, as further explained below, on any gains which accrue to them on a sale or other disposition of their ordinary shares which constitutes a “disposal” for UK taxation purposes.
A shareholder who is not resident in the UK for UK tax purposes will not generally be subject to UK tax on chargeable gains on a disposal of ordinary shares unless such a shareholder carries on a trade, profession or vocation in the UK through a branch or agency or, in the case of a corporate shareholder, a permanent establishment. For shareholders in such circumstances, a gain on a disposal of our ordinary shares may be subject to UK taxation.
An individual shareholder who acquires ordinary shares while UK resident, who temporarily ceases to be UK resident or becomes resident in a territory outside the UK for the purposes of double taxation relief arrangements, and who disposes of our ordinary shares during that period of temporary non-UK residence, may on his or her return to the UK be liable to UK capital gains tax on any chargeable gain realized on that disposal.
For an individual shareholder within the charge to capital gains tax, a disposal of ordinary shares may give rise to a chargeable gain or allowable loss for the purposes of UK capital gains tax. The rate of capital gains tax is generally 10% for individuals who are subject to income tax at the basic rate and 20% to the extent that an individual shareholder’s chargeable gains, when aggregated with his or her income chargeable to income tax, exceeds the basic rate band for income tax purposes. However, an individual shareholder is entitled to realize £12,300 of gains (the annual exempt amount) in the UK tax year ended April 5, 2021,2023, without being liable to tax.
For a shareholder within the charge to UK corporation tax, a disposal (or deemed disposal) of ordinary shares may give rise to a chargeable gain or allowable loss for the purposes of UK corporation tax. Corporation tax is charged on chargeable gains at the rate applicable to that company, subject to any available exemption or relief. Indexation allowance may reduce the amount of chargeable gain that is subject to corporation tax (but may not give rise to or increase an allowable loss). No indexation allowance is available in respect of any period of ownership falling after December 2017.
Dividends on Ordinary Shares
No UK tax will be withheld or deducted at source from dividends paid by us on our ordinary shares.
Shareholders who are resident in the UK for tax purposes may, subject to their individual circumstances, be liable to UK income tax or, as the case may be, UK corporation tax on dividends paid to them by us.
TheA nil rate of income tax applies to the first £2,000 of dividend income received by an individual shareholder in the UK Government has introduced an annual dividend tax allowance per tax year. For the year ended April 5, 2021, it is £2,000.2023. If and to the extent that an individual shareholder who is subject to UK income tax receives dividends in eachthe tax year which, in aggregate, do not exceed that allowance, the individual will not be liable to UK income tax on those dividends. If and to the extent that an individual shareholder who is subject to UK income tax receives dividends in eachthe tax year which, in aggregate, exceed that allowance, the individual will be subject to UK income tax on those dividends at the rate of 7.5%8.75% (in the case of basic rate taxpayers), 32.5%33.75% (in the case of higher rate taxpayers) and 38.1%39.35% (in the case of additional rate taxpayers), and the individual will not be entitled to any tax credit in respect of those dividends. In calculating into which income tax band any dividend income in excess of the above nil rate allowance falls, savings and dividend income are treated as the highest part of an individual's income.
Shareholders who are within the charge to UK corporation tax are generally likely to be exempt from corporation tax on dividends they receive from us, provided the dividends fall within an exempt class and certain conditions are met.
Stamp duty/stamp duty reserve tax
(i) Issue of Ordinary Shares
No UK stamp duty or stamp duty reserve tax will be payable on the issue of ordinary shares.
(ii) Transfers of Ordinary Shares
UK stamp duty will in principle be payable on any instrument of transfer of our ordinary shares that is executed in the UK or that relates to any property situated, or to any matter or thing done or to be done, in the UK. An exemption from stamp duty is available on an instrument transferring ordinary shares where the amount or value of the consideration is £1,000 or less and it is certified on the instrument that the transaction effected by the instrument does not form part of a larger transaction or series of transactions in respect of which the aggregate amount or value of the consideration exceeds £1,000. Shareholders should be aware that, even where an instrument of transfer is in principle subject to stamp duty, stamp duty is not required to be paid unless it is necessary to rely on the instrument for legal purposes, for example to register a change of ownership or in litigation in a UK court. An instrument of transfer need not be stamped in order for the British Virgin Islands register of ordinary shares to be updated, and the register is conclusive proof of legal ownership.
Provided that the ordinary shares are not registered in any register maintained in the UK by or on behalf of us and are not paired with any shares issued by a UK incorporated company, any agreement to transfer ordinary shares will not be subject to UK stamp duty reserve tax.
We currently do not intend that any register of our ordinary shares will be maintained in the UK.
F. Dividends and Paying Agents
Not applicable.
G. Statements by Experts
Not applicable.
H. Documents on Display
Documents concerning us that are referred to herein may be inspected at our principal executive offices at: No. 1 New Square, Bedfont Lakes Business Park, Feltham, Middlesex, TW14 8HA. Those documents, which include our registration statements, periodic reports and other documents which were filed with the SEC, may be obtained electronically from the Investor section of our website at www.nomadfoods.com or from the SEC’s website at www.sec.gov. We do not incorporate the information contained on, or accessible through, our website into this annual report, and you should not consider it a part of this annual report.
I. Subsidiary Information
Not applicable.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to certain market risks during the normal course of our business, such as risk arising from fluctuations in foreign currency exchange rates, as well as fluctuations in interest rates. In attempts to manage these risks, we employ certain strategies to mitigate the effect of these fluctuations. For a detailed discussion of these risks, see Note 33 “Financial risk management” to our audited consolidated financial statements which appear elsewhere in this annual report.
Item 12. Description of Securities Other than Equity Securities
Not applicable.
Item 13. Defaults, Dividend Arrearages and Delinquencies
None.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
None.
Use of Proceeds
None.
Item 15. Controls and Procedures
Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d - 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report in providing a reasonable level of assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods in SEC rules and forms, including providing a reasonable level of assurance that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting
During the period covered by this report, there have been no changes to our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s annual report on internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 20212022 using criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this assessment, management concluded that the internal control over financial reporting was effective as of December 31, 20212022 based on the criteria established in this Internal Control-Integrated Framework (2013).
On September 30, 2021, the Company completed the Fortenova Acquisition, whereby the Company acquired 9 additional wholly-owned subsidiaries. These are: Ledo Plus d.o.o, Ledo d.o.o. Čitluk, IRIDA d.o.o., Ledo Jégkrém és Fagyasztott Élelmiszer Gyártó és Forgalmazó Korlátolt Felelősségű Társaság, Ledo d.o.o, Ledo d.o.o Podgorica, Ledo Sh.p.k, Industrija Smrznute Hrane Frikom Doo Beograd, and Frikom Beograd Dooel Cucer Sandevo. The Company is in the process of evaluating the existing controls and procedures in these subsidiaries and integrating them into the Company’s internal control over financial reporting. In accordance with SEC Staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition is completed, the Company has excluded this business from its assessment of the effectiveness of internal control over financial reporting as of December 31, 2021. The business acquired represented 3.9% of the Company’s total assets as of December 31, 2021 and 1.6% of the Company's revenues for the year ended December 31, 2021.
Attestation report of the independent registered public accounting firm
The effectiveness of the Company's internal control over financial reporting as of December 31, 20212022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Item 16A. Audit Committee Financial Expert
The board of directors has determined that Mr. Lillie qualifies as an audit committee financial expert as defined in Item 16A of Form 20-F, and that he is also “independent,” as defined in Rule 10A-3 under the Exchange Act and applicable NYSE standards. For more information about Mr. Lillie, see Item 6A: Directors, Senior Management and Employees - Executive Officers and Directors.
Item 16B. Code of Ethics
We have adopted a Code of Ethics that applies to our Chief Executive Officer and all senior financial officers. The Code of Ethics is located on our Internet website at www.nomadfoods.com under "Investor Relations - Corporate Governance".
We intend to provide disclosure of any amendments or waivers of our Code of Ethics on our website within five business days following the date of the amendment or waiver.
Item 16C. Principal Accountant Fees and Services
PricewaterhouseCoopers LLP (“PwC”) acted as our independent auditor for the years ended December 31, 20212022 and 2020.2021. The table below sets out the total amount billed to us by PwC, for services performed in the years ended December 31, 20212022 and 2020,2021, and breaks down these amounts by category of service:
| | (€ in millions) | (€ in millions) | For the year ended December 31, 2021 | | For the year ended December 31, 2020 | (€ in millions) | For the year ended December 31, 2022 | | For the year ended December 31, 2021 |
| Audit fees | Audit fees | 4.4 | | | 3.7 | | Audit fees | 5.3 | | | 4.4 | |
| Audit-related fees | Audit-related fees | 0.3 | | | — | | Audit-related fees | — | | | 0.3 | |
| Tax fees | Tax fees | 1.0 | | | 1.2 | | Tax fees | 0.9 | | | 1.0 | |
| All other fees | All other fees | 0.1 | | | 0.1 | | All other fees | 0.1 | | | 0.1 | |
| Total | Total | 5.8 | | | 5.0 | | Total | 6.3 | | | 5.8 | |
Audit Fees
Audit fees in the years ended December 31, 20212022 and 20202021 are related to the audit of our consolidated financial statements and other audit or interim review services provided in connection with statutory and regulatory filings or engagements.
Audit-Related Fees
Audit-related fees in the year ended December 31, 2022 and 2021 are related to other assurance services on capital market transactions.
Tax Fees
Tax fees in the years ended December 31, 20212022 and 20202021 are related to tax compliance and other tax related services.
All Other Fees
Other fees in the years ended December 31, 20212022 and 20202021 relate to other non-audit assurance services.
Pre-Approval Policies and Procedures
The advance approval of the Audit Committee or members thereof, to whom approval authority has been delegated, is required for all audit and non-audit services provided by our auditors.
All services provided by our auditors are approved in advance by either the Audit Committee or members thereof, to whom authority has been delegated, in accordance with the Audit Committee’s pre-approval policy. No such services were approved pursuant to the procedures described in Rule 2-01(c)(7)(i)(C) of Regulation S-X, which waives the general requirement for pre-approval in certain circumstances.
Item 16D. Exemptions from the Listing Standards for Audit Committees
None.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The table below presents a summary of the ordinary shares repurchased by the Company in 2021:2022:
| | | | | | | | | | | | | | |
| Period | Total Number of Ordinary Shares Purchased | Average Price Paid per Ordinary Share (USD) | Total Number of Ordinary Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Approximate
Value of Shares that may
yet be purchased under
the Plans or Programs in USD |
| $300m repurchase program1 | | | | |
| As of December 31, 2020 | 11,913,682 | | 21.04 | | 11,913,682 | | $ | 49,364,929 | |
| January 1, 2021 – January 31, 2021 | 507,396 | | 25.29 | | 507,396 | | $ | 36,523,187 | |
| Total | 12,421,078 | | 24.62 | | 12,421,078 | | $ | — | 2 |
| $500m repurchase program3 | | | | |
| October 1, 2021 – October 31, 2021 | 4,995 | | 26.96 | | 4,995 | | 499,865,223 | |
| November 1, 2021 – November 30, 2021 | 499,942 | | 24.24 | | 504,937 | | 487,737,834 | |
| December 1, 2021 – December 31, 2021 | 2,585,145 | | 24.55 | | 3,090,082 | | 424,224,433 | |
| Total | 3,090,082 | | 24.50 | | 3,090,082 | | $ | 424,224,433 | 4 |
| | | | | | | | | | | | | | |
| Period | Total Number of Ordinary Shares Purchased | Average Price Paid per Ordinary Share (USD) | Total Number of Ordinary Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Approximate
Value of Shares that may
yet be purchased under
the Plans or Programs in USD |
| $500m repurchase program (1) | | | | |
| As of December 31, 2021 | 3,090,082 | | 24.50 | | 3,090,082 | | $ | 424,224,433 | |
| January 1, 2021 – January 31, 2022 | 1,160,547 | | 26.23 | | 1,160,547 | | $ | 393,763,086 | |
| Total | 4,250,629 | | 24.97 | | 4,250,629 | | $ | 393,763,086 | (2) |
Item 16F. Change in Registrants’ Certifying Accountant
Not applicable.
1 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. Up until December 31, 2020, 11,913,682 had been repurchased with approximately $49 million remaining. Since December 31, 2020, the Company has repurchased shares worth $12.8 million before concluding the program.
2The program has concluded.
3(1) On August 5, 2021, the Company announced its Board of Directors authorized a share repurchase program to purchase up to an aggregate $500 million of the Company's ordinary shares over 3 years. Acquisitions pursuant to the share 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, at the Company's discretion, as permitted by securities laws and other legal requirements.
4(2) As of December 31, 2021,2022, the maximum number of shares that may yet be purchased under the share repurchase program is approximately $424.2$393.8 million. Since December 31, 2021, the Company has repurchased shares worth $30.5 million.
Item 16F. Change in Registrants’ Certifying Accountant
Item 16G. Corporate Governance
Comparison of Shareholder Rights
We are incorporated under, and are governed by, the laws of the British Virgin Islands. The following discussion summarizes material differences between the rights of holders of our ordinary shares and the rights of holders of common shareholdersstock of a typical corporation incorporated under the laws of the State of Delaware.
Director’s Fiduciary Duties
Under Delaware corporate law, a director of a solvent Delaware corporation owes fiduciary duties to the corporation and its shareholders. These duties have two components: the duty of care and the duty of loyalty. The duty of care requires that a director inform himself of all material information regarding a decision. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation and its shareholders. A director must not use his corporate position for personal gain or advantage. The duty of loyalty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder that is not shared by the shareholders generally. In general, the “business judgment rule” presumes that actions of the board of directors are made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation and its shareholders. This presumption may be rebutted by evidence of a breach of the directors’ fiduciary duties. If this presumption is rebutted, the board of directors bear the burden of proving that the actions were “entirely fair” to the corporation or its minority shareholders. In addition, Delaware common law imposes “heightened” judicial scrutiny on actions of directors in certain circumstances, such as upon a sale of the corporation.
British Virgin Islands law provides that every director of a British Virgin Islands company in exercising his powers or performing his duties, shall act honestly and in good faith and in what the director believes to be in the best interests of the company. Additionally, the director shall exercise the care, diligence, and skill that a reasonable director would exercise in the same circumstances taking into account the nature of the company, the nature of the decision and the position of the director and his responsibilities. In addition, British Virgin Islands law provides that a
director shall exercise his powers as a director for a proper purpose and shall not act, or agree to the company acting, in a manner that contravenes British Virgin Islands law or the memorandum and articles of association of the company.
Amendment of Governing Documents
Under Delaware corporate law, with very limited exceptions, a vote of the shareholders of a corporation is required to amend the certificate of incorporation. In addition, Delaware corporate law provides that shareholders have the right to amend the corporation’s bylaws, but the certificate of incorporation may also confer such right on the directors of the corporation.
Consent in Lieu of Meeting
Under Delaware corporate law, a consent in lieu of a meeting of the directors must be unanimous to take effect. Under British Virgin Islands law and our Memorandum and Articles, only a majority of the directors are required to sign a written consent.
Under Delaware corporate law, unless otherwise provided in the certificate of incorporation, any action to be taken at any annual or special meeting of shareholders of a corporation may be taken without a meeting by consent of the holders of outstanding stock having not less than the minimum number of votes that would be necessary to take that action at a meeting at which all shareholders entitled to vote were present and voted. If any shareholder action is taken by less than unanimous consent, notice of such action must be given to those shareholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents signed by a sufficient number of shareholders were delivered to the corporation.
Our Memorandum and Articles provides that any shareholder action permitted to be taken at a shareholder meeting may also be taken by written consent of a majority of the votes of shares entitled to vote thereon. If any shareholder resolution is adopted otherwise than by the unanimous written consent of all shareholders, a copy of such resolution shall be sent to all shareholders not consenting to such resolution.
Shareholder Proposals
Under Delaware corporate law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the relevantany notice provisions (if any) in the corporation’s certificate of incorporation or bylaws. A meeting of shareholders may be called by the board of directors or any other person authorized to do so by the corporation’s certificate of incorporation or bylaws; shareholders may be precluded therein from calling special meetings. British Virgin Islands law and our Memorandum and Articles provide that our directors shall call a meeting of the shareholders if requested in writing to do so by shareholders entitled to exercise at least 30% of the voting rights in respect of the matter for which the meeting is requested.
Sale of Assets
Under Delaware corporate law, a vote of the shareholders is required to approve a sale, lease or exchange of property and assets of a corporation (including property and assets of its qualifying subsidiaries) only when all or substantially all of the corporation’s property and assets are being sold other than to a qualifying subsidiary of the corporation. Under British Virgin Islands law generally, shareholder approval is required when more than 50% of a company’s total assets by value are being disposed of or sold to any person if not made in the usual or regular course of the business carried out by the company. Under our Memorandum and Articles, this requirement of British Virgin Islands law has been disapplied and accordingly no shareholder approval is required in relation to such a disposal or sale.
Redemption of Shares
Under Delaware corporate law, by provision of the certificate of incorporation, any class or series of stock may be made subject to redemption by the corporation at its option, at the option of the holders of that stock or upon the happening of a specified event, provided that after such redemption shares of a class or series of stock with full voting power remain outstanding. The class or series of stock may, by provision of the certificate of incorporation, be made redeemable for cash, property or rights, as specified in the certificate of incorporation or in the resolution of the board of directors providing for the issue of the stock pursuant to the power expressly vested in the board of directors by the certificate of incorporation. Under Delaware corporate law, shares also may be repurchased with the consent of both the corporation and the holder, except that shares may not be repurchased for more than the price at which such shares may then be redeemed at the option of the corporation. Both the redemption and repurchase of shares of a Delaware corporation are subject to certain solvency limitations established by Delaware corporate law and Delaware common
law. As permitted by British Virgin Islands law and our Memorandum and Articles, shares may be repurchased, redeemed or otherwise acquired by us. However, the consent of the shareholder whose shares are to be repurchased, redeemed or otherwise acquired must be obtained, except as specified in the terms of the applicable class or series of shares.
Squeeze-Out Merger
Under the Delaware General Corporation Law § 253, in a process known as a “short form” merger, a corporation that owns at least 90% of the outstanding shares of each class of voting stock of another corporation and where at least one of the corporations is a Delaware corporation and the laws of the jurisdiction of the other corporation don’t prohibit such action, may either merge the other corporation into itself or merge itself into the other corporation by executing, acknowledging and filing with the Delaware Secretary of State a certificate of ownership and merger setting forth a copy of the resolution of its board of directors authorizing such merger. If the parent corporation is a Delaware corporation that is not the surviving corporation, the merger also must be approved by a majority of the outstanding stock of the parent corporation entitled to vote thereon and the resolution must include provision for the pro rata issuance of stock of the surviving corporation to the holders of the stock of the parent corporation on surrender of any certificate therefor. If the parent corporation does not own all of the stock of the subsidiary corporation immediately prior to the merger, the minority shareholders of the subsidiary corporation party to the merger have appraisal rights as set forth in § 262 of the Delaware General Corporation Law.
Under the BVI Act, subject to any limitations in a company’s memorandum and articles of association, members holding 90% of the votes of the outstanding shares entitled to vote, and members holding 90% of the votes of the outstanding shares of each class of shares entitled to vote, may give a written instruction to the company directing the company to redeem the shares held by the remaining members. In our Memorandum and Articles, we have opted out of the BVI Act’s squeeze out provisions.
Variation of Rights of Shares
Under Delaware corporate law, a corporation may vary the rights of a class of stock with the approval of a majority of the outstanding shares entitled to vote thereon, and, in certain circumstances, including if such variation would change the rights of such class so as to affect them adversely, with the approval of a majority of the outstanding shares of such class, voting separately as a single class.
As permitted by British Virgin Islands law and our Memorandum and Articles, we may vary the rights attached to any class with the written consent of at least 50% of the holders of each class of shares affected or by a resolution passed by at least 50% of the votes cast by eligible holders of the issued shares of the affected class at a separate meeting of the holders of that class.
Election of Directors
Under Delaware corporate law generally, unless otherwise specified in the certificate of incorporation or bylaws of a corporation, directors are elected by a plurality of the votes of the shares entitled to vote on the election of directors and vacancies and newly created directorships resulting from an increase in the number of directors may be filled by a majority of the directors then in office (although less than a quorum) or by the sole remaining director. Subject to the BVI Act and pursuant to our Memorandum and Articles, directors shall be appointed at any time, and from time to time, by our directors, without the approval of shareholders, either to fill a vacancy or as an alternate or additional director. The shareholders may, by a majority vote, appoint any person as a director. In addition, for so long as an initial holder of Founder Preferred Shares holds 20% or more of the Founder Preferred Shares in issue, such holder is entitled to nominate, and the directors are required to appoint, a person as director. If such holder notifies the Company to remove any director nominated by him or her, the other directors shall remove such director, and the holder will have the right to nominate a director to fill the resulting vacancy. In the event an initial holder ceases to be a holder of Founder Preferred Shares or holds less than 20% of the Founder Preferred Shares in issue, such initial holder will no longer be entitled to nominate a person as a director, and the holders of a majority of the Founder Preferred Shares in issue will be entitled to exercise that initial holder’s former rights to appoint a director instead.
Removal of Directors
Under Delaware corporate law generally, a director of a corporation without a classified board may be removed, with or without cause, by the holders of a majority (or such larger portion set forth in the certificate of incorporation) of the outstanding shares entitled to vote at an election of directors. Under Delaware corporate law, generally a director of a corporation with a classified board may be removed only for cause with the approval of a majority (or such larger portion set forth in the certificate of incorporation) of the outstanding shares entitled to vote at an election of directors, unless the certificate of incorporation provides otherwise. Under Delaware corporate law, generally a director may resign at any time upon notice given in writing or by electronic transmission to the corporation.
Our Memorandum and Articles provide that a director may be removed at any time if: (i) he resigns by written notice to the Company; (ii) he is requested to resign by written notice of all of the other directors; (iii) he ceases to be a director by virtue of any provision of law or becomes prohibited by law from or is disqualified from being a director; (iv) he becomes bankrupt or makes any arrangement or composition with his creditors generally or otherwise has any judgment executed on any of his assets; (v) he becomes of unsound mind or incapable; (vi) he is absent from meetings of directors for a consecutive period of 12 months and the other directors resolve that his office shall be vacated; (vii) he dies; or (viii) a resolution of shareholders is approved by a majority of the shares entitled to vote on such matter passed at a meeting of shareholders called for the purposes of removing the director or for purposes including the removal of the director or a written special resolution of shareholders is passed by at least 75% of the votes of shares entitled to vote thereon.
Mergers
Under Delaware corporate law, one or more constituent corporations may merge into and become part of another constituent corporation in a process known as a merger. A Delaware corporation may merge with a foreign corporation as long as the law of the foreign jurisdiction permits such a merger. To effect a merger under Delaware General Corporation Law § 251, an agreement of merger must be properly adopted and the agreement of merger or a certificate of merger must be filed with the Delaware Secretary of State. In order to be properly adopted, the agreement of merger must be adopted by the board of directors of each constituent Delaware corporation by a resolution or unanimous consent in lieu of a meeting. In addition, the agreement of merger generally must be approved at a meeting of shareholders of each constituent Delaware corporation by a majority of the outstanding stock of such corporation entitled to vote, unless the certificate of incorporation provides for a supermajority vote. In general, the surviving corporation is vested in all of the assets and liabilities of the disappearing corporation or corporations as a result of the merger.
Under the BVI Act, two or more companies may merge or consolidate in accordance with the statutory provisions. A merger means the merging of two or more constituent companies into one of the constituent companies, and a consolidation means the uniting of two or more constituent companies into a new company. In order to merge or consolidate, the directors of each constituent company must approve a written plan of merger or consolidation, which must be authorized by a resolution of shareholders. One or more companies may also merge or consolidate with one or more companies incorporated under the laws of jurisdictions outside the British Virgin Islands if the merger or consolidation is permitted by the laws of the jurisdictions in which the companies incorporated outside the British Virgin Islands are incorporated. In respect of such a merger or consolidation, a British Virgin Islands company is required to comply with the provisions of the BVI Act, and a company incorporated outside the British Virgin Islands is required to comply with the laws of its jurisdiction of incorporation.
Shareholders not otherwise entitled to vote on the merger or consolidation may still acquire the right to vote if the plan of merger or consolidation contains any provision that, if proposed as an amendment to the memorandum and articles of association, would entitle them to vote as a class or series on the proposed amendment. In any event, all shareholders must be given a copy of the plan of merger or consolidation irrespective of whether they are entitled to vote at the meeting or consent to the written resolution to approve the plan of merger or consolidation.
Inspection of Books and Records
Under Delaware corporate law, any shareholder of a corporation may, upon proper demand, and for any proper purpose, inspect or make copies of the corporation’s stock ledger, list of shareholders and other books and records. Members of the public, on payment of the requisite fee, can obtain a copy of a Delaware corporation’s certificate of incorporation.
Under British Virgin Islands law, members of the general public, on payment of a nominal fee, can obtain copies of the public records of a company available at the office of the British Virgin Islands Registrar of Corporate Affairs, including the company’s certificate of incorporation, its memorandum and articles of association (with any
amendments), records of license fees paid to date, any articles of dissolution, any articles of merger and a register of charges if the company has elected to file such a register.
A shareholder of a company is entitled, on giving written notice to the company, to inspect:
(a)the memorandum and articles of association;
(b)the register of members;
(c)the register of directors; and
(d)the minutes of meetings and resolutions of shareholders and of those classes of shares
of which he is a shareholder.
In addition, a shareholder may make copies of or take extracts from the documents and records referred to in (a) through (d) above. However, subject to the memorandum and articles of association of the company, the directors may, if they are satisfied that it would be contrary to the company’s interests to allow a shareholder to inspect any document, or part of any document, specified in (b), (c) or (d) above, refuse to permit the shareholder to inspect the document or limit the inspection of the document, including limiting the making of copies or the taking of extracts from the records. Where a company fails or refuses to permit a shareholder to inspect a document or permits a shareholder to inspect a document subject to limitations, that shareholder may apply to the court for an order that he should be permitted to inspect the document or to inspect the document without limitation.
Where a British Virgin Islands company keeps a copy of the register of members or the register of directors at the office of its registered agent, it is required to notify the registered agent of any changes to the originals of such registers, in writing, within 15 days of any change; and to provide the registered agent with a written record of the physical address of the place or places at which the original register of members or the original register of directors is kept. Where the place at which the original register of members or the original register of directors is changed, the company is required to provide the registered agent with the physical address of the new location of the records within 14 days of the change of location.
A British Virgin Islands company is also required to keep at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the directors determine the minutes of meetings and resolutions of shareholders and of classes of shareholders, and the minutes of meetings and resolutions of directors and committees of directors. If such records are kept at a place other than at the office of the company’s registered agent, the company is required to provide the registered agent with a written record of the physical address of the place or places at which the records are kept and to notify the registered agent, within 14 days, of the physical address of any new location where such records may be kept. The Company’s registered agent in the British Virgin Islands is: Intertrust Corporate Services (BVI) Limited, Ritter House, Wickhams Cay II, Road Town, Tortola, British Virgin Islands.
Conflict of Interest
Under Delaware corporate law, a contract or transaction between a corporation and a director or officer, or between a corporation and any other organization in which a director or officer has a financial interest or is a director or officer, is not void or voidable as long as (i) the material facts as to the director’s or officer’s relationship or interest are disclosed or known and either (A) a majority of the disinterested directors authorizes the contract or transaction in good faith or (B) the shareholders vote in good faith to approve the contract or transaction or (ii) the contract or transaction is fair to the corporation when it is authorized, approved or ratified by the board of directors, a committee thereof or the shareholders. Delaware corporate law permits the corporation to renounce, in its certificate of incorporation or by action of its board of directors, any interest or expectancy of the corporation in, or in being offered an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation or one or more of its officers, directors or stockholders.
The BVI Act provides that a director shall, forthwith after becoming aware that he is interested in a transaction entered into or to be entered into by the company, disclose that interest to the board of directors of the company. The failure of a director to disclose that interest does not affect the validity of a transaction entered into by the director or the company, so long as the director’s interest was disclosed to the board prior to the company’s entry into the transaction or was not required to be disclosed because the transaction is between the company and the director himself and is otherwise in the ordinary course of business and on usual terms and conditions. As permitted by British Virgin Islands law and our Memorandum and Articles, a director interested in a particular transaction may vote on it, attend meetings at which it is considered and sign documents on our behalf that relate to the transaction. In addition, if our directors have other fiduciary obligations, including to other companies on whose board of directors they presently sit and
to other companies whose board of directors they may join in the future, to the extent that they identify business opportunities that may be suitable for us or other companies on whose board of directors they may sit, our directors are permitted to honor those pre-existing fiduciary obligations ahead of their obligations to us. Accordingly, they may refrain from presenting certain opportunities to us that come to their attention in the performance of their duties as directors of such other entities unless the other companies have declined to accept such opportunities or clearly lack the resources to take advantage of such opportunities.
Transactions with “Interested Stockholders”
Delaware corporate law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by that statute by appropriate action, it is prohibited from engaging in certain business combinations with an “interested stockholder” for three years following the date that the person becomes an “interested stockholder.” An “interested stockholder” generally is a person or group that owns or owned 15% or more of the company’scorporations’s outstanding voting stock within the past three years. This statute has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the companycorporation in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which the shareholder becomes an “interested stockholder,” the board of directors approves either the business combination or the transaction that resulted in the person becoming an “interested stockholder.”
British Virgin Islands law has no comparable provision. However, although British Virgin Islands law does not regulate transactions between a company and its significant shareholders, it does provide that these transactions must be entered into in the bona fide best interests of the company and not with the effect of constituting a fraud on the minority shareholders.
Independent Directors
There are no provisions under Delaware corporate law or under the BVI Act that require a majority of our directors to be independent.
Cumulative Voting
Under Delaware corporate law, cumulative voting for elections of directors is not permitted unless the company’scorporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions on cumulative voting under the laws of the British Virgin Islands, but our Memorandum and Articles do not provide for cumulative voting.
Shareholders’ Rights under British Virgin Islands Law Generally
The BVI Act provides for certain remedies that may be available to shareholders. Where a company incorporated under the BVI Act or any of its directors engages in, or proposes to engage in, conduct that contravenes the BVI Act or the company’s memorandum and articles of association, British Virgin Islands courts can issue a restraining or compliance order. However, shareholders cannot also bring derivative, personal and representative actions under certain circumstances. The traditional English basis for shareholders’ remedies has also been incorporated into the BVI Act: where a shareholder of a company considers that the affairs of the company have been, are being or are likely to be conducted in a manner likely to be oppressive, unfairly discriminating or unfairly prejudicial to him, he may apply to the court for an order based on such conduct. In addition, any shareholder of a company may apply to the courts for the appointment of a liquidator of the company and the court may appoint a liquidator of the company if it is of the opinion that it is just and equitable to do so.
The BVI Act also provides that any shareholder of a company is entitled to payment of the fair value of his shares upon dissenting from any of the following: (i) a merger, if the company is a constituent company, unless the company is the surviving company and the shareholder continues to hold the same or similar shares; (ii) a consolidation, if the company is a constituent company; (iii) any sale, transfer, lease, exchange or other disposition of more than 50% in value of the assets or business of the company if not made in the usual or regular course of the business carried on by the company but not including (a) a disposition pursuant to an order of the court having jurisdiction in the matter, (b) a disposition for money on terms requiring all or substantially all net proceeds to be distributed to the shareholders in accordance with their respective interest within one year after the date of disposition, or (c) a transfer pursuant to the power of the directors to transfer assets for the protection thereof; (iv) a redemption of 10% or fewer of the issued shares
of the company required by the holders of 90% or more of the shares of the company pursuant to the terms of the BVI Act; and (v) an arrangement, if permitted by the court.
Generally, any other claims against a company by its shareholders must be based on the general laws of contract or tort applicable in the British Virgin Islands or their individual rights as shareholders as established by a company’s memorandum and articles of association.
Foreign Private Issuer Exemption
As a “foreign private issuer,” as defined by the SEC, we are permitted to follow certain corporate governance practices of our home country, the British Virgin Islands, instead of those otherwise required under the NYSE for domestic issuers. While we voluntarily follow most NYSE corporate governance rules, we intend to take advantage of the following limited exemptions:
•Unlike NYSE corporate governance rules, under BVI law, there is no requirement that our board of directors consist of a majority of independent directors and our independent directors are not required to hold executive sessions. Currently, however only six out of our ten board members are independent based on NYSE independence standards. Also, while our board’s non-management directors will meet regularly in executive session without management, our board does not intend to hold an executive session of only independent directors at least once a year as called for by the NYSE.
•The NYSE rules applicable to domestic issuers require disclosure within four business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers. Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the NYSE rules, as permitted by the foreign private issuer exemption.
•We are exempt from the rules and regulations under the Exchange Act and NYSE related to the furnishing and content of proxy statements. Therefore, we intend to hold annual shareholder meetings in accordance with the corporate governance practices of the British Virgin Islands and our Memorandum and Articles of Association. Similarly, with respect to matters on which shareholders will have a right to vote, we intend to comply with corporate governance practices of the British Virgin Islands and the voting requirements under the NYSE rules applicable to foreign private issuers.
Item 16H. Mine Safety Disclosure
None.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Item 17. Financial Statements
Not Applicable.See item 18.
Item 18. Financial Statements
The following financial statements, together with the report of PricewaterhouseCoopers LLP thereon, are filed as part of this annual report:
NOMAD FOODS LIMITED AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Nomad Foods Limited
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying Consolidated Statements of Financial Position of Nomad Foods Limited and its subsidiaries (the “Company”) as of December 31, 20212022 and 2020,2021, and the related Consolidated Statements of Profit or Loss, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity, and Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2021,2022, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2021,2022, based on criteria established in Internal Control - Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20212022 and 2020,2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20212022 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board and International Financial Reporting Standards as adopted by the European Union. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021,2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for hedge accounting in 2021.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Reportannual report on Internal Controlinternal control over Financial Reportingfinancial reporting appearing under item 15. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded Ledo Plus d.o.o., Ledo d.o.o. Čitluk, IRIDA d.o.o., Ledo d.o.o., Ledo Jégkrém és Fagyasztott Élelmiszer Gyártó és Forgalmazó Korlátolt Felelősségű Társaság, Ledo d.o.o. Podgorica, Ledo Sh.p.k, Industrija Smirznute Hrane Frikom Doo Beograd, and Frikom Beograd Dooel Cucer Sandevo (together known as “the Fortenova entities”) from its assessment of internal control over financial reporting as of December 31, 2021 because they were acquired by the Company in a purchase business combination during 2021. We have also excluded the Fortenova entities from our
audit of internal control over financial reporting. The Fortenova entities represent nine wholly-owned subsidiaries whose total assets and total revenues are excluded from management’s assessment and our audit of internal control over financial reporting represent 3.9% and, 1.6% respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and Directorsdirectors of the Company;company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorizedunauthorised acquisition, use, or disposition of the Company’scompany’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Impairment assessment for goodwill on the Group’s cash generating unitsand indefinite life brands
As described in NoteNotes 3, 4 and 13 to the consolidated financial statements, the Company’s consolidated goodwill balance was €2,099.4€2,101.6 million and indefinite life brands were €2,416.4 million at December 31, 2021.2022. The Company’s goodwill and indefinite life brand values have been allocated based on the enterprise value at acquisition of each cash generating unit. Goodwill is monitored at an operating segment level for which the Company has one reporting and operating segment, ‘Frozen'. Management performs an annual review of the carrying amount of the goodwill and the indefinite life brands to identify whether there is any impairmentimpairment. The review is performed using a discounted cash flow model to these carrying values. Potential impairmentcalculate the value in use of the Frozen segment. Impairment is identified by comparing the value in use of the Frozen segment being the level at which Goodwill is monitored, to its carrying value. Value in use is calculated as the net present value of the estimated risk adjusted cash flows of each cash generating unit. Estimating value in use requires various judgementsmanagement to make assumptions and estimates regarding historical information, future plans and external sources. The values for the key assumptions including estimating future revenuerelating to the annual review of the carrying amount of goodwill and indefinite life brands were arrived at by taking into consideration detailed historical information and comparison to external sources where appropriate, such as market rates for discount factors. Key assumptions include projected revenues, profit margin growth rates, long-term growthmargins, capital expenditure forecast, discount rate, and discountlong-term growth rate.
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment for goodwill and indefinite life brands is a critical audit matter are that there is inherentthe significant estimation uncertainty requiring judgement by management when developing the value in use using the discounted cash flow model. This in turn led to a high degree of auditor judgement, subjectivity, and effort in performing procedures and evaluating audit evidence obtained related to management’s cash flow forecasts and significant assumptions, including estimated revenue andprojected revenues, profit margin growth rates,margins, long-term growth rate and discount rate. In addition, the audit of the discount rate and long-term growth rateeffort involved the use of professionals with expertspecialised skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill and indefinite life brands impairment assessment, including controls over the discounted cash flow model. These procedures also included, among others, testing management’s process for developing the estimated value in use estimates;use; evaluating the appropriateness of the discounted cash flow model; testing the completeness, accuracy and relevance of underlying data used in the model; and evaluating the reasonableness of the significant assumptions used by management including the estimated revenue andprojected revenues, profit margin growth rates,margins, capital expenditure forecast, long-term growth rate, and discount rate. Evaluating the reasonableness of management’s assumptions related to the Company’s cash flow forecasts involved evaluating whether the estimated revenue and profit margin growth rates were reasonable considering (i) the current and past performance of the Group,Company, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the auditaudit. Professionals with specialised skills and (iv) performing sensitivity analyses.knowledge were used to assist in evaluating the reasonableness of the discount rate and long term growth rate assumptions.
Uncertain tax positions
As described in NoteNotes 3, 4 and 11 to the consolidated financial statements, the Company operates in many different jurisdictions and in some of these there are certain tax matters which are under discussion with local tax authorities. As disclosed by management, there are on-going tax audits. Management considers these tax audits and discussions with local tax authorities as well as the local tax legislation relative to their tax positions in those jurisdictions when identifying uncertain tax positions. These discussions are often complex and can take many years to resolve, and are in different stages with respect to assessments, appeals and refunds. Where tax exposures can be quantified, a provision is made based on management’s estimates and judgements with regard to the amounts expected to be paid to the relevant tax authority. The factors considered in estimating the provision 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. As of December 31, 2021,2022, the current tax payables of €198.5 million and deferred tax assets of €128.3 million included €163.4m million of provisions for uncertain tax uncertainties. As management has further disclosed, givenpositions were €152.9 million. Given the inherent uncertainties in assessing the outcomes of these exposures, the Company could in future periods experience adjustments to these accruals.provisions.
The principal considerations for our determination that performing procedures relating to uncertain tax positions is a critical audit matter are that there wasthe significant judgement by management when identifying and determining provisions for uncertain tax positions, including a high degree ofand the estimation uncertainty relativerequired due to the complexity of tax lawslegislation across various jurisdictions, frequency ofand ongoing discussions with local tax audits, and potential for significant adjustments as a result of such audits.authorities. This in turn led to a high degree of auditor judgement, subjectivity, and effort in performing procedures and evaluating evidence related to evaluate the timely identification, recognition and accurate measurement of uncertain tax positions. Also, the evaluation of audit evidence available to support the tax liabilities for uncertain tax positions was complex and required significant auditor judgement as the nature of the evidence is often highly subjective, andAdditionally, the audit effort involved the use of professionals with specializedspecialised skill and knowledge to assist in evaluating the audit evidence obtained.knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the identification, recognition and recognitionmeasurement of the liabilityprovisions for uncertain tax positions, and controls addressing completeness of the uncertain tax positions, as well as controls over measurement of the liability.positions. These procedures also included, among others, (i) testing the completeness, accuracy and relevance of the information used in the calculationestimate of the liabilityprovision for uncertain tax positions; (ii) testingassessing the calculation ofmethod for determining the liabilityprovisions for uncertain tax positions by jurisdiction, includingpositions; (iii) evaluating management’s assessment of the technical merits of tax positions and estimates of the amount of tax benefit expected to be sustained; (iii)paid to the relevant tax authorities; (iv) testing the completeness of management’s assessment of both the identification of uncertain tax positions and possible outcomes of each uncertain tax position; (iv)positions; (v) assessing whether the uncertain tax positions remain appropriate to recognise when considering the tax laws in the relevant jurisdiction; and (v)(vi) evaluating the status and results of income tax audits and progress of discussions with the relevant tax authorities. Professionals with specializedspecialised skill and knowledge were used to assist in the evaluation of the completeness of the uncertain tax positions identified, and the recognition and measurement of the Company’s uncertain taxthose positions, including evaluating the reasonableness of management’s assessment of whether tax positions are more likely- than-not of being sustained and the amount of potential benefit to be realized, the application of relevant tax laws, and estimated interest and penalties.
Business acquisitions
As described in Note 14 to the consolidated financial statements, the Company completed the acquisition of the Fortenova Group’s Frozen Food Business Group (“Fortenova Acquisition”) on September 30, 2021 for consideration of €640.1 million and further completed the Purchase Price Allocation for this acquisition in the last quarter of 2021. In addition to this, the Purchase Price Allocation for Findus Switzerland, that had been acquired on 31 December 2020, was finalised in 2021. The Company recognised Goodwill of €192.6 million and €40.1 million and Intangible assets of €301.9 million and €66.1 million with regard to the Fortenova and Findus Switzerland acquisitions respectively. In both instances, as described in Notes 3 and 4 to the consolidated financial statements, the valuation methods required various judgements and assumptions including estimating future profitability and the expected useful economic lives of acquired intangible and tangible assets.
The principal considerations behind our determination that performing procedures relating to the acquisition accounting is a critical audit matter were a result of the significant judgements required by management in estimating the fair values and identifying the useful lives of the intangible assets at the acquisition date. This in turn led to a high degree of auditor judgement, subjectivity, and effort in performing procedures and evaluating audit evidence obtained related to management’s judgements. This included: cash flow forecasts, judgements on the assets’ useful economic lives, and significant assumptions, including estimated future profitability that are included in the valuation reports. In addition, the audit of the valuation models and of significant assumptions involved the use of professionals with expert skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisitions; reviewing the Sale and Purchase Agreements including any other supporting agreements that may enhance our understanding of key terms related to the acquisitions; reviewing the valuation reports and evaluating the appropriateness of the valuation models used by management with the support of our internal valuation experts; testing the completeness, accuracy and relevance of underlying data used in the models; and evaluating the reasonableness of the significant assumptions used by management.probable.
/s/ PricewaterhouseCoopers LLP (Firm ID: 876)
London, United Kingdom
March 3, 2022February 23, 2023
We have served as the Company’s or its predecessor's1 auditor since 2006.
1Nomad Foods Europe Holdings Limited (previously Iglo Foods Holdings Limited) and its subsidiaries
Consolidated Statements of Financial Position
| | | December 31, 2021 | | December 31, 2020 Restated (see note 14) | | December 31, 2022 | | December 31, 2021 |
| | Note | | €m | | €m | | Note | | €m | | €m |
| Non-current assets | Non-current assets | | | | | | Non-current assets | | | | | |
| Goodwill | Goodwill | 13 | | 2,099.4 | | | 1,902.5 | | Goodwill | 13 | | 2,101.6 | | | 2,099.4 | |
| Intangibles | Intangibles | 13 | | 2,455.7 | | | 2,155.7 | | Intangibles | 13 | | 2,457.6 | | | 2,455.7 | |
| Property, plant and equipment | Property, plant and equipment | 12 | | 549.4 | | | 422.2 | | Property, plant and equipment | 12 | | 542.9 | | | 549.4 | |
| Other non-current assets | Other non-current assets | 18 | | 8.9�� | | | 1.1 | | Other non-current assets | 18 | | 8.1 | | | 8.9 | |
| Derivative financial instruments | Derivative financial instruments | 34 | | — | | | 17.2 | | Derivative financial instruments | 34 | | 0.2 | | | — | |
| Deferred tax assets | Deferred tax assets | 16 | | 128.3 | | | 113.5 | | Deferred tax assets | 16 | | 100.4 | | | 128.3 | |
| Total non-current assets | Total non-current assets | | 5,241.7 | | | 4,612.2 | | Total non-current assets | | 5,210.8 | | | 5,241.7 | |
| Current assets | Current assets | | | | | Current assets | | | | |
| Cash and cash equivalents | Cash and cash equivalents | 20 | | 254.2 | | | 393.2 | | Cash and cash equivalents | 20 | | 369.7 | | | 254.2 | |
| Inventories | Inventories | 17 | | 410.6 | | | 344.3 | | Inventories | 17 | | 457.1 | | | 410.6 | |
| Trade and other receivables | Trade and other receivables | 18 | | 234.6 | | | 185.0 | | Trade and other receivables | 18 | | 266.8 | | | 234.6 | |
| Indemnification assets | Indemnification assets | 19 | | 9.5 | | | 15.4 | | Indemnification assets | 19 | | 1.8 | | | 9.5 | |
| Short-term investments | 34 | | — | | | 25.0 | | |
| | Derivative financial instruments | Derivative financial instruments | 34 | | 20.2 | | | 5.5 | | Derivative financial instruments | 34 | | 19.9 | | | 20.2 | |
| Total current assets | Total current assets | | 929.1 | | | 968.4 | | Total current assets | | 1,115.3 | | | 929.1 | |
| Total assets | Total assets | | 6,170.8 | | | 5,580.6 | | Total assets | | 6,326.1 | | | 6,170.8 | |
| Current liabilities | Current liabilities | | | | | Current liabilities | | | | |
| Trade and other payables | Trade and other payables | 22 | | 692.0 | | | 647.2 | | Trade and other payables | 22 | | 695.4 | | | 692.0 | |
| Current tax payable | Current tax payable | | 198.5 | | | 166.2 | | Current tax payable | | 183.0 | | | 198.5 | |
| Provisions | Provisions | 24 | | 39.3 | | | 45.7 | | Provisions | 24 | | 36.1 | | | 39.3 | |
| Loans and borrowings | Loans and borrowings | 21 | | 29.1 | | | 22.5 | | Loans and borrowings | 21 | | 22.6 | | | 29.1 | |
| Derivative financial instruments | Derivative financial instruments | 34 | | 7.3 | | | 35.5 | | Derivative financial instruments | 34 | | 3.7 | | | 7.3 | |
| Total current liabilities | Total current liabilities | | 966.2 | | | 917.1 | | Total current liabilities | | 940.8 | | | 966.2 | |
| Non-current liabilities | Non-current liabilities | | | | | Non-current liabilities | | | | |
| Loans and borrowings | Loans and borrowings | 21 | | 2,198.3 | | | 1,736.3 | | Loans and borrowings | 21 | | 2,142.3 | | | 2,198.3 | |
| Employee benefits | Employee benefits | 23 | | 244.2 | | | 276.2 | | Employee benefits | 23 | | 132.1 | | | 244.2 | |
| Other non-current liabilities | Other non-current liabilities | 22 | | 1.8 | | | 2.2 | | Other non-current liabilities | 22 | | 1.1 | | | 1.8 | |
| Provisions | Provisions | 24 | | 2.9 | | | 6.1 | | Provisions | 24 | | 1.3 | | | 2.9 | |
| Derivative financial instruments | Derivative financial instruments | 34 | | 20.8 | | | 89.5 | | Derivative financial instruments | 34 | | 56.6 | | | 20.8 | |
| Deferred tax liabilities | Deferred tax liabilities | 16 | | 437.6 | | | 427.1 | | Deferred tax liabilities | 16 | | 445.7 | | | 437.6 | |
| Total non-current liabilities | Total non-current liabilities | | 2,905.6 | | | 2,537.4 | | Total non-current liabilities | | 2,779.1 | | | 2,905.6 | |
| Total liabilities | Total liabilities | | 3,871.8 | | | 3,454.5 | | Total liabilities | | 3,719.9 | | | 3,871.8 | |
| Net assets | Net assets | | 2,299.0 | | | 2,126.1 | | Net assets | | 2,606.2 | | | 2,299.0 | |
| Equity | Equity | | | | | Equity | | | | |
| Share capital and capital reserve | Share capital and capital reserve | 25 | | 1,623.1 | | | 1,620.5 | | Share capital and capital reserve | 25 | | 1,596.7 | | | 1,623.1 | |
| Share-based compensation reserve | Share-based compensation reserve | 26 | | 6.9 | | | 8.3 | | Share-based compensation reserve | 26 | | 13.8 | | | 6.9 | |
| Founder Preferred Shares Dividend Reserve | Founder Preferred Shares Dividend Reserve | 27 | | 166.0 | | | 245.5 | | Founder Preferred Shares Dividend Reserve | 27 | | — | | | 166.0 | |
| Translation reserve | Translation reserve | 28 | | 105.1 | | | 84.7 | | Translation reserve | 28 | | 89.3 | | | 105.1 | |
| Other reserves | Other reserves | 29 | | 10.5 | | | (24.5) | | Other reserves | 29 | | 19.8 | | | 10.5 | |
| Retained earnings | Retained earnings | | 387.4 | | | 191.6 | | Retained earnings | | 886.6 | | | 387.4 | |
| | Total equity | Total equity | | 2,299.0 | | | 2,126.1 | | Total equity | | 2,606.2 | | | 2,299.0 | |
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Profit or Loss
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31, 2019 | | | Year ended December 31, 2022 | | Year ended December 31, 2021 | | Year ended December 31, 2020 | |
| | Note | | €m | | €m | | €m | | | Note | | €m | | €m | | €m | |
| Revenue | Revenue | 5 | | 2,606.6 | | | 2,515.9 | | | 2,324.3 | | | Revenue | 5 | | 2,939.7 | | | 2,606.6 | | | 2,515.9 | | |
| Cost of sales | Cost of sales | | (1,862.3) | | | (1,753.4) | | | (1,626.4) | | | Cost of sales | | (2,124.4) | | | (1,862.3) | | | (1,753.4) | | |
| Gross profit | Gross profit | | 744.3 | | | 762.5 | | | 697.9 | | | Gross profit | | 815.3 | | | 744.3 | | | 762.5 | | |
| Other operating expenses | Other operating expenses | | (356.3) | | | (382.7) | | | (359.9) | | | Other operating expenses | | (391.2) | | | (356.3) | | | (382.7) | | |
| Exceptional items | Exceptional items | 7 | | (45.3) | | | (20.6) | | | (54.5) | | | Exceptional items | 7 | | (48.7) | | | (45.3) | | | (20.6) | | |
| Operating profit | Operating profit | 6 | | 342.7 | | | 359.2 | | | 283.5 | | | Operating profit | 6 | | 375.4 | | | 342.7 | | | 359.2 | | |
| Finance income | Finance income | 10 | | 0.1 | | | 4.7 | | | 2.5 | | | Finance income | 10 | | 12.1 | | | 0.1 | | | 4.7 | | |
| Finance costs | Finance costs | 10 | | (106.1) | | | (68.4) | | | (75.7) | | | Finance costs | 10 | | (66.5) | | | (106.1) | | | (68.4) | | |
| Net financing costs | Net financing costs | | (106.0) | | | (63.7) | | | (73.2) | | | Net financing costs | | (54.4) | | | (106.0) | | | (63.7) | | |
| Profit before tax | Profit before tax | | 236.7 | | | 295.5 | | | 210.3 | | | Profit before tax | | 321.0 | | | 236.7 | | | 295.5 | | |
| Taxation | Taxation | 11 | | (55.7) | | | (70.4) | | | (56.7) | | | Taxation | 11 | | (71.2) | | | (55.7) | | | (70.4) | | |
| Profit for the period | | 181.0 | | | 225.1 | | | 153.6 | | | |
| Profit for the year | | Profit for the year | | 249.8 | | | 181.0 | | | 225.1 | | |
| | Attributable to: | Attributable to: | | | Attributable to: | | |
| Equity owners of the parent | Equity owners of the parent | | 181.0 | | | 225.2 | | | 154 | | | Equity owners of the parent | | 249.8 | | | 181.0 | | | 225.2 | | |
| Non-controlling interests | Non-controlling interests | | — | | | (0.1) | | | (0.4) | | | Non-controlling interests | | — | | | — | | | (0.1) | | |
| | 181.0 | | | 225.1 | | | 153.6 | | | | 249.8 | | | 181.0 | | | 225.1 | | |
| | Earnings per share: | Earnings per share: | | | Earnings per share: | | |
| Basic earnings per share | Basic earnings per share | 30 | | €1.02 | | €1.16 | | €0.80 | | Basic earnings per share | 30 | | €1.43 | | €1.02 | | €1.16 | |
| Diluted earnings per share | Diluted earnings per share | 30 | | €1.02 | | €1.14 | | €0.78 | | Diluted earnings per share | 30 | | €1.43 | | €1.02 | | €1.14 | |
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Comprehensive Income
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Year ended December 31, 2022 | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | | | | |
| Note | | €m | | €m | | €m | | | | | |
| Profit for the year | | | 249.8 | | | 181.0 | | | 225.1 | | | | | | |
| Other comprehensive income/(loss): | | | | | | | | | | | | |
| Actuarial gains/(losses) on defined benefit pension plans | 23 | | 108.1 | | | 36.1 | | | (27.8) | | | | | | |
| Taxation (charge)/credit on remeasurement of defined benefit pension plans | 11 | | (26.1) | | | (10.2) | | | 8.3 | | | | | | |
| Items not reclassified to the Consolidated Statement of Profit or Loss | | | 82.0 | | | 25.9 | | | (19.5) | | | | | | |
| (Loss)/gain on investment in foreign subsidiary, net of hedge | | | (15.8) | | | 18.8 | | | (10.1) | | | | | | |
| Cash flow hedges | 29 | | 67.8 | | | 22.6 | | | (17.3) | | | | | | |
| Taxation (charge)/credit relating to components of other comprehensive income | 11 | | (3.3) | | | (13.6) | | | 6.0 | | | | | | |
| Items that may be subsequently reclassified to the Consolidated Statement of Profit or Loss | | | 48.7 | | | 27.8 | | | (21.4) | | | | | | |
| Other comprehensive income/(loss) for the period, net of tax | | | 130.7 | | | 53.7 | | | (40.9) | | | | | | |
| Total comprehensive income for the period | | | 380.5 | | | 234.7 | | | 184.2 | | | | | | |
| | | | | | | | | | | | |
| Attributable to: | | | | | | | | | | | | |
| Equity owners of the parent | | | 380.5 | | | 234.7 | | | 184.3 | | | | | | |
| Non-controlling interests | | | — | | | — | | | (0.1) | | | | | | |
| | | 380.5 | | | 234.7 | | | 184.2 | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Comprehensive IncomeChanges in Equity
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31, 2019 | | | | | |
| Note | | €m | | €m | | €m | | | | | |
| Profit for the period | | | 181.0 | | | 225.1 | | | 153.6 | | | | | | |
| Other comprehensive income/(loss): | | | | | | | | | | | | |
| Actuarial gains/(losses) on defined benefit pension plans | 23 | | 36.1 | | | (27.8) | | | (35.9) | | | | | | |
| Taxation (charge)/credit on remeasurement of defined benefit pension plans | 11 | | (10.2) | | | 8.3 | | | 6.7 | | | | | | |
| Items not reclassified to the Consolidated Statement of Profit or Loss | | | 25.9 | | | (19.5) | | | (29.2) | | | | | | |
| Gain/(loss) on investment in foreign subsidiary, net of hedge | | | 18.8 | | | (10.1) | | | 6.0 | | | | | | |
| Effective portion of changes in fair value of cash flow hedges | 29 | | 22.6 | | | (17.3) | | | (27.3) | | | | | | |
| Taxation (charge)/credit relating to components of other comprehensive income | 11 | | (13.6) | | | 6.0 | | | 5.6 | | | | | | |
| Items that may be subsequently reclassified to the Consolidated Statement of Profit or Loss | | | 27.8 | | | (21.4) | | | (15.7) | | | | | | |
| Other comprehensive income/(loss) for the period, net of tax | | | 53.7 | | | (40.9) | | | (44.9) | | | | | | |
| Total comprehensive income for the period | | | 234.7 | | | 184.2 | | | 108.7 | | | | | | |
| | | | | | | | | | | | |
| Attributable to: | | | | | | | | | | | | |
| Equity owners of the parent | | | 234.7 | | | 184.3 | | | 109.1 | | | | | | |
| Non-controlling interests | | | — | | | (0.1) | | | (0.4) | | | | | | |
| | | 234.7 | | | 184.2 | | | 108.7 | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Share capital and capital reserve | | Share-based compensation reserve | | Founder preferred shares dividend reserve | | Translation reserve | | Other reserves | | (Accumulated deficit reserve)/ Retained earnings | | Equity attributable to owners of the parent | | Non-controlling interests | | Total Equity |
| Note | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m |
| Balance at January 1, 2020 | | | 2,095.4 | | | 22.6 | | | 370.1 | | | 94.8 | | | (13.2) | | | (11.8) | | | 2,557.9 | | | (1.2) | | | 2,556.7 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| Profit/(loss) for the year | | | — | | — | | — | | — | | | — | | | 225.2 | | | 225.2 | | | (0.1) | | | 225.1 | |
| Other comprehensive loss for the year | | | — | | — | | — | | (10.1) | | | (11.3) | | | (19.5) | | | (40.9) | | | — | | | (40.9) | |
| Total comprehensive (loss)/incomes for the year | | | — | | | — | | | — | | | (10.1) | | | (11.3) | | | 205.7 | | | 184.3 | | | (0.1) | | | 184.2 | |
| Founder Preferred Shares Annual Dividend Amount | 27 | | 124.6 | | | — | | | (124.6) | | | — | | | — | | | — | | | — | | | — | | | — | |
| Vesting of Non-Executive Restricted Stock award | 8 | | 0.7 | | | (0.7) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Issue of ordinary shares | 25 | | 8.4 | | | (7.9) | | | — | | | — | | | — | | | — | | | 0.5 | | | — | | | 0.5 | |
| Repurchase of ordinary shares | 25 | | (608.6) | | | — | | | — | | | — | | | — | | | — | | | (608.6) | | | — | | | (608.6) | |
| Share based payment charge | 8 | | — | | | 9.0 | | | — | | | — | | | — | | | — | | | 9.0 | | | — | | | 9.0 | |
| Reclassification of awards for settlement of tax liabilities | 26 | | — | | | (14.7) | | | — | | | — | | | — | | | — | | | (14.7) | | | — | | | (14.7) | |
| Non-controlling interests on acquisition of subsidiary | | | — | | | — | | | — | | | — | | | — | | | (2.3) | | | (2.3) | | | 1.3 | | | (1.0) | |
| Total transactions with owners, recognized directly in equity | | | (474.9) | | | (14.3) | | | (124.6) | | | — | | | — | | | (2.3) | | | (616.1) | | | 1.3 | | | (614.8) | |
| Balance as of December 31, 2020 | | | 1,620.5 | | | 8.3 | | | 245.5 | | | 84.7 | | | (24.5) | | | 191.6 | | | 2,126.1 | | | — | | | 2,126.1 | |
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Changes in Equity
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Share capital and capital reserve | | Share-based compensation reserve | | Founder preferred shares dividend reserve | | Translation reserve | | Other reserves* | | Accumulated deficit reserve | | Equity attributable to owners of the parent | | Non-controlling interests | | Total Equity |
| Note | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m |
| Balance at January 1, 2019 | | | 1,748.5 | | | 9.4 | | | 372.6 | | | 88.8 | | | 8.5 | | | (167.9) | | | 2,059.9 | | | (0.8) | | | 2,059.1 | |
| Change in accounting policy (IFRS 16) | | | — | | — | | — | | — | | — | | 31.3 | | | 31.3 | | | — | | | 31.3 | |
| Restated Equity as at January 1, 2019 | | | 1,748.5 | | | 9.4 | | | 372.6 | | | 88.8 | | | 8.5 | | | (136.6) | | | 2,091.2 | | | (0.8) | | | 2,090.4 | |
| Profit/(loss) for the year | | | — | | — | | — | | — | | — | | 154.0 | | | 154.0 | | | (0.4) | | | 153.6 | |
| Other comprehensive income/(loss) for the year | | | — | | — | | — | | 6.0 | | | (21.7) | | | (29.2) | | | (44.9) | | | — | | | (44.9) | |
| Total comprehensive income/(loss) for the year | | | — | | — | | — | | 6.0 | | | (21.7) | | | 124.8 | | | 109.1 | | | (0.4) | | | 108.7 | |
| Founder Preferred Shares Annual Dividend Amount | 27 | | 2.5 | | | — | | | (2.5) | | | — | | | — | | | — | | | — | | | — | | | — | |
| Vesting of Non-Executive Restricted Stock award | 8 | | — | | | (0.8) | | | — | | | — | | | — | | | — | | | (0.8) | | | — | | | (0.8) | |
| Issue of ordinary shares | 25 | | 355.5 | | | (1.3) | | | — | | | — | | | — | | | — | | | 354.2 | | | — | | | 354.2 | |
| Listing and share transaction costs | 25 | | (11.1) | | | — | | | — | | | — | | | — | | | — | | | (11.1) | | | — | | | (11.1) | |
| Share based payment charge | 8 | | — | | | 14.9 | | | — | | | — | | | — | | | — | | | 14.9 | | | — | | | 14.9 | |
| Reclassification of awards for settlement of tax liabilities | 26 | | — | | | 0.4 | | | — | | | — | | | — | | | — | | | 0.4 | | | — | | | 0.4 | |
| | | | | | | | | | | | | | | | | | | |
| Total transactions with owners, recognized directly in equity | | | 346.9 | | | 13.2 | | | (2.5) | | | — | | | — | | | — | | | 357.6 | | | — | | | 357.6 | |
| Balance as of December 31, 2019 | | | 2,095.4 | | | 22.6 | | | 370.1 | | | 94.8 | | | (13.2) | | | (11.8) | | | 2,557.9 | | | (1.2) | | | 2,556.7 | |
* As detailed in Note 2, on the adoption of IFRS 9 for hedge accounting on January 1, 2021, the cash flow hedge reserve and newly created 'cost of hedging reserve' were combined in the Statement of Financial Position into 'Other reserves'. The cash flow hedge reserve presented in prior periods has been renamed to conform to the current name in the Statement of Financial Position.
Consolidated Statements of Changes in Equity (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Share capital and capital reserve | | Share-based compensation reserve | | Founder preferred shares dividend reserve | | Translation reserve | | Other reserves* | | (Accumulated deficit reserve)/ Retained earnings | | Equity attributable to owners of the parent | | Non-controlling interests | | Total Equity |
| Note | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m |
| Balance at January 1, 2020 | | | 2,095.4 | | | 22.6 | | | 370.1 | | | 94.8 | | | (13.2) | | | (11.8) | | | 2,557.9 | | | (1.2) | | | 2,556.7 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| Profit/(loss) for the year | | | — | | — | | — | | — | | | — | | | 225.2 | | | 225.2 | | | (0.1) | | | 225.1 | |
| Other comprehensive income/(loss) for the period | | | — | | — | | — | | (10.1) | | | (11.3) | | | (19.5) | | | (40.9) | | | — | | | (40.9) | |
| Total comprehensive income/(loss) for the period | | | — | | | — | | | — | | | (10.1) | | | (11.3) | | | 205.7 | | | 184.3 | | | (0.1) | | | 184.2 | |
| Founder Preferred Shares Annual Dividend Amount | 27 | | 124.6 | | | — | | | (124.6) | | | — | | | — | | | — | | | — | | | — | | | — | |
| Vesting of Non-Executive Restricted Stock award | 8 | | 0.7 | | | (0.7) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Issue of ordinary shares | 25 | | 8.4 | | | (7.9) | | | — | | | — | | | — | | | — | | | 0.5 | | | — | | | 0.5 | |
| Repurchase of ordinary shares | 25 | | (608.6) | | | — | | | — | | | — | | | — | | | — | | | (608.6) | | | — | | | (608.6) | |
| Share based payment charge | 8 | | — | | | 9.0 | | | — | | | — | | | — | | | — | | | 9.0 | | | — | | | 9.0 | |
| Reclassification of awards for settlement of tax liabilities | 26 | | — | | | (14.7) | | | — | | | — | | | — | | | — | | | (14.7) | | | — | | | (14.7) | |
| Non-controlling interests extinguished on acquisition of subsidiary | | | — | | | — | | | — | | | — | | | — | | | (2.3) | | | (2.3) | | | 1.3 | | | (1.0) | |
| Total transactions with owners, recognized directly in equity | | | (474.9) | | | (14.3) | | | (124.6) | | | — | | | — | | | (2.3) | | | (616.1) | | | 1.3 | | | (614.8) | |
| Balance as of December 31, 2020 | | | 1,620.5 | | | 8.3 | | | 245.5 | | | 84.7 | | | (24.5) | | | 191.6 | | | 2,126.1 | | | — | | | 2,126.1 | |
* As detailed in Note 2, on the adoption of IFRS 9 for hedge accounting on January 1, 2021, the cash flow hedge reserve and newly created 'cost of hedging reserve' were combined in the Statement of Financial Position into 'Other reserves'. The cash flow hedge reserve presented in prior periods has been renamed to conform to the current name in the Statement of Financial Position.
Consolidated Statements of Changes in Equity (continued)
| | | Share capital and capital reserve | | Share-based compensation reserve | | Founder preferred shares dividend reserve | | Translation reserve | | Other reserves * | | Retained earnings | | | Total Equity | | Share capital and capital reserve | | Share-based compensation reserve | | Founder preferred shares dividend reserve | | Translation reserve | | Other reserves | | Retained earnings | | | Total Equity |
| | Note | | €m | | €m | | €m | | €m | | €m | | €m | | | €m | | Note | | €m | | €m | | €m | | €m | | €m | | €m | | | €m |
| Balance at December 31, 2020 | Balance at December 31, 2020 | | | 1,620.5 | | | 8.3 | | | 245.5 | | | 84.7 | | | (24.5) | | | 191.6 | | | | 2,126.1 | | Balance at December 31, 2020 | | | 1,620.5 | | | 8.3 | | | 245.5 | | | 84.7 | | | (24.5) | | | 191.6 | | | | 2,126.1 | |
| Adjustment on adoption of hedge accounting under IFRS 9 | Adjustment on adoption of hedge accounting under IFRS 9 | 2 | | — | | | — | | | — | | | 1.6 | | | (1.6) | | | — | | | | — | | Adjustment on adoption of hedge accounting under IFRS 9 | | — | | | — | | | — | | | 1.6 | | | (1.6) | | | — | | | | — | |
| Balance at January 1, 2021 | | 1,620.5 | | | 8.3 | | | 245.5 | | | 86.3 | | | (26.1) | | | 191.6 | | | | 2,126.1 | | |
| Balance as at January 1, 2021 | | Balance as at January 1, 2021 | | 1,620.5 | | | 8.3 | | | 245.5 | | | 86.3 | | | (26.1) | | | 191.6 | | | | 2,126.1 | |
| Profit for the year | Profit for the year | | — | | | — | | | — | | | — | | | — | | | 181.0 | | | | 181.0 | | Profit for the year | | — | | | — | | | — | | | — | | | — | | | 181.0 | | | | 181.0 | |
| Other comprehensive profit for the year | | — | | | — | | | — | | | 18.8 | | | 9.0 | | | 25.9 | | | | 53.7 | | |
| Total comprehensive income for the year | | — | | | — | | | — | | | 18.8 | | | 9.0 | | | 206.9 | | | | 234.7 | | |
| Other comprehensive income for the period | | Other comprehensive income for the period | | — | | | — | | | — | | | 18.8 | | | 9.0 | | | 25.9 | | | | 53.7 | |
| Total comprehensive income for the period | | Total comprehensive income for the period | | — | | | — | | | — | | | 18.8 | | | 9.0 | | | 206.9 | | | | 234.7 | |
| Deferred hedging gains transferred to the carrying value of inventory | Deferred hedging gains transferred to the carrying value of inventory | | — | | | — | | | — | | | — | | | 27.6 | | | — | | | | 27.6 | | Deferred hedging gains transferred to the carrying value of inventory | | — | | | — | | | — | | | — | | | 27.6 | | | — | | | | 27.6 | |
| Transactions with owners, recognized directly in equity | Transactions with owners, recognized directly in equity | | | | Transactions with owners, recognized directly in equity | | | |
| Founder Preferred Shares Annual Dividend Amount | Founder Preferred Shares Annual Dividend Amount | 27 | | 79.5 | | | — | | | (79.5) | | | — | | | — | | | — | | | | — | | Founder Preferred Shares Annual Dividend Amount | 27 | | 79.5 | | | — | | | (79.5) | | | — | | | — | | | — | | | | — | |
| Vesting of Non-Executive Restricted Stock award | Vesting of Non-Executive Restricted Stock award | 8 | | 0.6 | | | (0.6) | | | — | | | — | | | — | | | — | | | | — | | Vesting of Non-Executive Restricted Stock award | 8 | | 0.6 | | | (0.6) | | | — | | | — | | | — | | | — | | | | — | |
| Issue of ordinary shares | Issue of ordinary shares | 25 | | 0.1 | | | (0.1) | | | — | | | — | | | — | | | — | | | | — | | Issue of ordinary shares | 25 | | 0.1 | | | (0.1) | | | — | | | — | | | — | | | — | | | | — | |
| Repurchase of ordinary shares | Repurchase of ordinary shares | 25 | | (77.6) | | | — | | | — | | | — | | | — | | | — | | | | (77.6) | | Repurchase of ordinary shares | 25 | | (77.6) | | | — | | | — | | | — | | | — | | | — | | | | (77.6) | |
| Share based payment charge | Share based payment charge | 8 | | — | | | 5.1 | | | — | | | — | | | — | | | — | | | | 5.1 | | Share based payment charge | 8 | | — | | | 5.1 | | | — | | | — | | | — | | | — | | | | 5.1 | |
| Reclassification of awards for settlement of tax liabilities | Reclassification of awards for settlement of tax liabilities | 26 | | — | | | (5.8) | | | — | | | — | | | — | | | (11.1) | | | | (16.9) | | Reclassification of awards for settlement of tax liabilities | 26 | | — | | | (5.8) | | | — | | | — | | | — | | | (11.1) | | | | (16.9) | |
| | Total transactions with owners, recognized directly in equity | Total transactions with owners, recognized directly in equity | | 2.6 | | | (1.4) | | | (79.5) | | | — | | | — | | | (11.1) | | | | (89.4) | | Total transactions with owners, recognized directly in equity | | 2.6 | | | (1.4) | | | (79.5) | | | — | | | — | | | (11.1) | | | | (89.4) | |
| Balance as of December 31, 2021 | Balance as of December 31, 2021 | | 1,623.1 | | | 6.9 | | | 166.0 | | | 105.1 | | | 10.5 | | | 387.4 | | | | 2,299.0 | | Balance as of December 31, 2021 | | 1,623.1 | | | 6.9 | | | 166.0 | | | 105.1 | | | 10.5 | | | 387.4 | | | | 2,299.0 | |
* A cost
Consolidated Statements of hedging reserve has arisen on adoption of hedge accounting under IFRS 9. This reserve and cash flow hedge reserve have been combined into 'Other Reserves'. See Note 2 for further details.Changes in Equity (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Share capital and capital reserve | | Share-based compensation reserve | | Founder preferred shares dividend reserve | | Translation reserve | | Other reserves | | Retained earnings | | | | | | Total Equity |
| Note | | €m | | €m | | €m | | €m | | €m | | €m | | | | | | €m |
| Balance at December 31, 2021 | | | 1,623.1 | | | 6.9 | | | 166.0 | | | 105.1 | | | 10.5 | | | 387.4 | | | | | | | 2,299.0 | |
| Profit for the year | | | — | | | — | | | — | | | — | | | — | | | 249.8 | | | | | | | 249.8 | |
| Other comprehensive (loss)/income for the year | | | — | | | — | | | — | | | (15.8) | | | 64.5 | | | 82.0 | | | | | | | 130.7 | |
| Total comprehensive income for the year | | | — | | | — | | | — | | | (15.8) | | | 64.5 | | | 331.8 | | | | | | | 380.5 | |
| Deferred hedging gains transferred to the carrying value of inventory | | | — | | | — | | | — | | | — | | | (55.2) | | | — | | | | | | | (55.2) | |
| Transactions with owners, recognized directly in equity | | | | | | | | | | | | | | | | | | | |
| Release of Founder Preferred Shares Annual Dividend reserve | 27 | | — | | | — | | | (166.0) | | | — | | | — | | | 166.0 | | | | | | | — | |
| Vesting of Non-Executive Restricted Stock award | 8 | | 0.4 | | | (0.4) | | | — | | | — | | | — | | | — | | | | | | | — | |
| | | | | | | | | | | | | | | | | | | |
| Repurchase of ordinary shares | 25 | | (26.8) | | | — | | | — | | | — | | | — | | | — | | | | | | | (26.8) | |
| Share based payment charge | 8 | | — | | | 8.1 | | | — | | | — | | | — | | | — | | | | | | | 8.1 | |
| Reclassification of awards for settlement of tax liabilities | 26 | | — | | | (0.8) | | | — | | | — | | | — | | | 1.4 | | | | | | | 0.6 | |
| | | | | | | | | | | | | | | | | | | |
| Total transactions with owners, recognized directly in equity | | | (26.4) | | | 6.9 | | | (166.0) | | | — | | | — | | | 167.4 | | | | | | | (18.1) | |
| Balance as of December 31, 2022 | | | 1,596.7 | | | 13.8 | | | — | | | 89.3 | | | 19.8 | | | 886.6 | | | | | | | 2,606.2 | |
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Cash Flows
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31, 2019 | | | Year ended December 31, 2022 | | Year ended December 31, 2021 | | Year ended December 31, 2020 | |
| | Note | | €m | | €m | | €m | | | Note | | €m | | €m | | €m | |
| Cash generated from operations before tax and exceptional items | Cash generated from operations before tax and exceptional items | 32 | | 450.3 | | | 552.0 | | | 376.9 | | | Cash generated from operations before tax and exceptional items | 32 | | 424.8 | | | 450.3 | | | 552.0 | | |
| Cash flows relating to exceptional items | | (48.8) | | | (12.1) | | | (15.9) | | | |
| Payments relating to exceptional items | | Payments relating to exceptional items | | (65.2) | | | (48.8) | | | (12.1) | | |
| Receipts relating to exceptional items | | Receipts relating to exceptional items | | 24.4 | | | — | | | — | | |
| Tax paid | Tax paid | | (95.2) | | | (82.9) | | | (45.6) | | | Tax paid | | (80.2) | | | (95.2) | | | (82.9) | | |
| Net cash flows from operating activities | Net cash flows from operating activities | | 306.3 | | | 457.0 | | | 315.4 | | | Net cash flows from operating activities | | 303.8 | | | 306.3 | | | 457.0 | | |
| Cash flows from investing activities | Cash flows from investing activities | | | | | | | | Cash flows from investing activities | | | | | | | |
| Business combinations, net of cash acquired | Business combinations, net of cash acquired | 14 | | (597.3) | | | (112.9) | | | (1.5) | | | Business combinations, net of cash acquired | 14 | | 0.4 | | | (597.3) | | | (112.9) | | |
| Purchase of property, plant and equipment and intangibles | Purchase of property, plant and equipment and intangibles | | (79.2) | | | (58.7) | | | (47.3) | | | Purchase of property, plant and equipment and intangibles | | (79.1) | | | (79.2) | | | (58.7) | | |
| Purchase of investments | Purchase of investments | | — | | | (25.0) | | | (25.0) | | | Purchase of investments | | — | | | — | | | (25.0) | | |
| Redemption of investments | Redemption of investments | | 16.5 | | | 25.2 | | | — | | | Redemption of investments | | — | | | 16.5 | | | 25.2 | | |
| Net cash used in investing activities | Net cash used in investing activities | | (660.0) | | | (171.4) | | | (73.8) | | | Net cash used in investing activities | | (78.7) | | | (660.0) | | | (171.4) | | |
| Cash flows from financing activities | Cash flows from financing activities | | | | | | | | Cash flows from financing activities | | | | | | | |
| | Proceeds from issuance of Ordinary Shares | Proceeds from issuance of Ordinary Shares | 25 | | — | | | 0.6 | | | 354.1 | | | Proceeds from issuance of Ordinary Shares | 25 | | — | | | — | | | 0.6 | | |
| Share issuance costs | 25 | | — | | | — | | | (11.1) | | | |
| | Repurchase of Ordinary Shares | Repurchase of Ordinary Shares | 25 | | (77.6) | | | (608.6) | | | — | | | Repurchase of Ordinary Shares | 25 | | (26.8) | | | (77.6) | | | (608.6) | | |
| Payments related to shares withheld for tax | Payments related to shares withheld for tax | 26 | | (22.6) | | | (19.2) | | | — | | | Payments related to shares withheld for tax | 26 | | (2.9) | | | (22.6) | | | (19.2) | | |
| Proceeds from new loans and notes | Proceeds from new loans and notes | | 800.0 | | | — | | | 2.0 | | | Proceeds from new loans and notes | | 799.3 | | | 800.0 | | | — | | |
| Repayment of loan principal | Repayment of loan principal | | (408.7) | | | (11.7) | | | (22.2) | | | Repayment of loan principal | | (916.2) | | | (408.7) | | | (11.7) | | |
| Payment of lease liabilities | Payment of lease liabilities | | (19.4) | | | (20.3) | | | (21.8) | | | Payment of lease liabilities | | (26.5) | | | (19.4) | | | (20.3) | | |
| Payment of financing fees | Payment of financing fees | | (18.7) | | | — | | | — | | | Payment of financing fees | | (6.5) | | | (18.7) | | | — | | |
| | Interest paid | Interest paid | | (36.7) | | | (50.2) | | | (48.4) | | | Interest paid | | (54.2) | | | (36.7) | | | (50.2) | | |
| Interest received | Interest received | | 0.1 | | | 0.7 | | | 2.4 | | | Interest received | | 0.6 | | | 0.1 | | | 0.7 | | |
| Proceeds from settlement of derivatives | | Proceeds from settlement of derivatives | | 124.8 | | | — | | | — | | |
| Other financing cash flows | Other financing cash flows | | (2.0) | | | (6.1) | | | (3.6) | | | Other financing cash flows | | 0.3 | | | (2.0) | | | (6.1) | | |
| Net cash provided by/(used in) financing activities | | 214.4 | | | (714.8) | | | 251.4 | | | |
| Net (decrease)/increase in cash and cash equivalents | | (139.3) | | | (429.2) | | | 493.0 | | | |
| Net cash (used in)/provided by financing activities | | Net cash (used in)/provided by financing activities | | (108.1) | | | 214.4 | | | (714.8) | | |
| Net increase/(decrease) in cash and cash equivalents | | Net increase/(decrease) in cash and cash equivalents | | 117.0 | | | (139.3) | | | (429.2) | | |
| Cash and cash equivalents at beginning of period | Cash and cash equivalents at beginning of period | 20 | | 382.5 | | | 824.8 | | | 327.6 | | | Cash and cash equivalents at beginning of period | 20 | | 254.2 | | | 382.5 | | | 824.8 | | |
| Effect of exchange rate fluctuations | Effect of exchange rate fluctuations | | 11.0 | | | (13.1) | | | 4.2 | | | Effect of exchange rate fluctuations | | (4.4) | | | 11.0 | | | (13.1) | | |
| Cash and cash equivalents at end of period | Cash and cash equivalents at end of period | 20 | | 254.2 | | | 382.5 | | | 824.8 | | | Cash and cash equivalents at end of period | 20 | | 366.8 | | | 254.2 | | | 382.5 | | |
The accompanying notes are an integral part of these consolidated financial statements.
Notes to the Consolidated Financial Statements
1)General information
Nomad Foods Limited (the “Company” or “Nomad”) was incorporated in the British Virgin Islands on April 1, 2014. The address of Nomad’s registered office is Ritter House, Wickhams Cay II, Road Town, Tortola, VG1110 British Virgin.Virgin Islands. The Company is domiciled for tax in the United Kingdom.
Nomad Foods Limited (NYSE: NOMD) is Europe's leading frozen foods company. Nomad Foods Limited's (the “Company” or “Nomad”) portfolio of iconic brands, which includes Birds Eye, Findus, iglo, Ledo and Frikom, have been a part of consumers’ meals for generations, standing for great tasting food that is convenient, high quality and nutritious. Nomad Foods is headquartered in the United Kingdom. Additional information may be found at www.nomadfoods.com.
2)Basis of preparation
The consolidated financial statements of Nomad and its subsidiaries (the “Company” or “Nomad”) have been prepared in accordance with the International Financial Reporting Standards issued by the International Accounting Standards Board. These consolidated financial statements are also in accordance with International Financial Reporting StandardsBoard and as adopted by the European Union.
The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis using our historical experience, as well as other factors we believe are appropriate under the circumstances, such as current economic conditions in light ofsupply chain disruptions, high inflation and the COVID-19 pandemic.ongoing conflict between Ukraine and Russia. Actual results could differ from these estimates. The Directors, at the time of approving these financial statements, have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of signing these financial statements given the cash funds available and the current forecast cash outflows. In preparing cash flow forecasts, management considerconsiders severe but plausible downside scenarios taking into consideration the Company's key risks, including the impacts ofcurrent economic climate which may adversely impact the COVID-19 pandemic.Company. Having considered these risks in their assessment, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus,future.Thus, they continue to adopt the going concern basis in preparing these financial statements.
Adoption of new accounting standards - IFRS 9 'Financial Instruments'
IFRS 9 ‘Financial Instruments’ was issued in July 2014 and replaced IAS 39 ‘Financial Instruments: Recognition and Measurement.’ The Company had previously elected to continue hedge accounting under IAS 39 as was allowed by the standard. 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.
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
(IAS 39)
€m | | Impact of change in policy
€m | | Opening Balance January 1, 2021
(IFRS 9)
€m |
| 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 year ended December 31, 2021, €27.6 million was recognized as deferred hedging gains transferred to the carrying value of inventory. This is not a reclassification adjustment and will not be recognized in the Consolidated Statement of Other Comprehensive Income for the period.
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – Interest Rate Benchmark Reform (Phase 2)
In August 2020, the IASB issued Interest Rate Benchmark Reform (Phase 2), which amends other IFRS standards. The amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate (IBOR) is replaced with an alternative nearly risk-free interest rate (RFR). The amendments in this final phase relate to practical expedient for particular changes in contractual cash flows, relief from specific hedge accounting requirements and certain disclosure requirement.
On June 24, 2021, the Company amended and restated its Senior Facilities Agreement to refinance its existing revolving credit facility of €80.0 million and replace it with a new €175.0 million facility, paying interest rate applicable to the respective drawn down currency. Per the restated Senior Facilities Agreement, the Sterling Overnight Index Average (“SONIA”) has replaced GBP LIBOR and is effective immediately if there is a drawdown on the facility. The Secured Overnight Financing Rate (“SOFR”) will replace USD LIBOR and Swiss Average Rate Overnight (“SARON”) will replace CHF LIBOR, when existing benchmark rates are replaced and borrowings are requested under the Facility.
Equally, on June 24, 2021, the Company amended and restated its Senior Facilities Agreement to refinance its existing €553.2 million senior secured term loan facility through a new 7-year term facility due 2028 (the "Senior EUR Loan"), paying interest at a rate equal to EURIBOR with a zero floor plus a margin of 2.5%. There is currently no indication of the timing of the phase-out of EURIBOR. The Company continues to assess changes in underlying markets and expects to be able to refinance its Senior EUR Loan once replacement reference rates become confirmed.
The existing senior USD loan of $916.4 million (the "Senior USD Loan") paying interest at a rate per annum equal to LIBOR (subject to a zero floor) plus 2.25% per annum has not been refinanced during 2021. The Company uses cross currency interest rate swaps to convert cash flows payable under the Senior USD Loan into €827.8 million of EUR denominated debt with a fixed rate of interest, designated as a cash flow hedge. The USD LIBOR phase out is expected to be completed by June 2023, and therefore in due course the Company will need to renegotiate the terms of our Senior Facilities Agreement with our lenders and amend the terms of linked interest rate hedging arrangements. Such an amendment is expected to be able to be achieved without material financial impact on the Company.
The Amendments are effective for annual periods beginning on or after January 1, 2021. Phase 2 amendments will require the Company to account for a change in the basis for determining the cash flows of a financial asset or a financial liability measured at amortized cost, by updating the effective interest rates as required by IBOR reform. Management continues to assess implications as a result of these amendments on the wider business. These amendments had no impact on the financial statements of the Company for the year ended December 31, 2021. The Company intends to use the practical expedients in future periods as they become applicable.
Recently Issued and Not Yet Adopted Accounting Pronouncements under IFRS
Amendments to IAS 12 - Deferred Tax related to Assets and Liabilities arising from a Single Transaction
In May 2021, the International Accounting Standards Board issued targeted amendments to IAS 12, Income Taxes. The amendments are effective for annual periods beginning on or after January 1, 2023, although earlier application is permitted. With a view to reducing diversity in reporting, the amendments will clarify that companies are required to recognize deferred taxes on transactions where both assets and liabilities are recognized, such as with leases and asset retirement (decommissioning) obligations. Based upon our current facts and circumstances, we do not expect our financial performance or disclosure to be materially affected by the application of the amended standard.
Recently Issued and Not Yet Adopted Accounting Pronouncements under IFRS
None with material impact on the Company.
Other
The consolidated financial statements and notes are presented in the reporting currency of millions of Euros. All financial information has been rounded to the nearest €0.1 million, except where otherwise indicated.
The consolidated financial statements were approved for issuance by the Board of Directors of Nomad Foods Limited on March 2, 2022.February 21, 2023. The Directors have, at the time of approving the financial statements, a reasonable expectation that Nomad has adequate resources to continue in operational existence for the foreseeable future given the cash funds available and the current forecast cash outflows. Thus, Nomad continues to adopt the going concern basis of accounting in preparing the financial statements.
3) Accounting policies
The accounting policies set out below have, unless otherwise stated, been applied consistently. Judgments made by the Directors in the application of these accounting policies that have a significant effect on the financial statements and key sources of estimation uncertainty are discussed in Note 4.
3.1 Measurement convention
The financial statements are prepared on the historical cost basis with the exception of derivative financial instruments, business combinations, share based payments, and founder preferred shares which are stated at fair value.
3.2 Business combination
The Company uses the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interest issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs are expensed as incurred.
Non-controlling interests arise from business combinations in which the Company acquires less than a 100 per cent interest. Non-controlling interests are initially measured at either fair value or at the non-controlling interest’s proportionate share of the fair value of the acquiree’s identifiable net assets. Nomad determines on a transaction by transaction basis which measurement method is used.
The excess of the consideration transferred, the amount of any non-controlling interests in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets is recorded as goodwill.
Where selling shareholders have contractually agreed to indemnify Nomad Foods Limited for contingent liabilities, an indemnification asset is recognized equivalent to the fair value of the liability recognized by Nomad. The indemnification asset is deducted from consideration transferred for the business combination. The indemnification asset value will subsequently be revised where revisions are made to the value of the liability or where there are doubts over the ability to recover losses from the selling shareholders.
3.3 Basis of consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions, and any unrealized income and expenses arising from intra-group transactions are eliminated. Accounting policies are applied consistently across the Company.
Subsidiaries are all entities (including structured entities) over which Nomad has control; directly or indirectly. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases.
Where the Company owns less than a 100 per cent interest in a subsidiary, a non-controlling interest is recognized. The carrying amount of non-controlling interests is increased or decreased by the non-controlling interest’s share of subsequent changes in equity and payments to the non-controlling interest. Total comprehensive income is attributed to the non-controlling interests even if this results in the non-controlling interests having a negative balance.
3.4 Foreign currency
i) Foreign currency transactions
Transactions in foreign currencies (currencies other than the functional currency of the transacting entity) are translated into the functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the foreign exchange rate ruling the financial year end. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognized in profit or loss. They are deferred in equity if they relate to qualifying cash flow hedges, qualifying net investment hedges or are attributable to part of a net investment in a foreign operation.
Non-monetary assets and liabilities in a foreign currency are translated into the functional currency to establish historical cost, using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated at foreign exchange rates ruling at the date the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.
The revenues and expenses of foreign operations are translated at an average rate for the period (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transaction).
ii) Assets and liabilities of foreign operations
For the purposes of presenting consolidated financial statements, the assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated at foreign exchange rates ruling at the financial year ended December 31, 20212022 of £1:€1.19 (December1.13 (December 31, 2020:2021: £1:€1.11)1.19). The revenues and expenses of foreign operations are translated at an average rate for the period where this rate approximates to the foreign exchange rates ruling at the dates of the transactions. The average rate used for year ended December 31, 20212022 is£1:€1.17 (year ended December 31, 2021: £1:€1.16, (yearyear ended December 31, 2020: £1:€1.13, year ended December 31, 2019: £1:€1.14)1.13).
Foreign exchange gains and losses that relate to these assets and liabilities are presented in the Consolidated Statement of Profit or Loss within ‘finance income or costs’, except where hedge accounting applies.
iii) Net investment in foreign operations
Exchange differences arising from the translation of foreign operations and of any related qualifying hedges are taken directly to the translation reserve within equity. They are realized through the Consolidated Statement of Profit or Loss upon disposal of the related foreign operation.
3.5 Goodwill
Goodwill represents amounts arising on acquisition of subsidiaries. Goodwill is the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired.
Goodwill is stated at cost less any accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is not monitored below the operating segment. Goodwill is not amortized but is tested annually for impairment.
3.6 Other intangible assets
Intangible assets acquired separately are recorded at cost and those acquired as part of a business combination are recorded at fair value as at the date of acquisition.
i) Computer software
Capitalized software costs include the cost of acquired computer software licenses and costs that are directly associated with the design, construction and testing of such software where this relates to a major business system. Costs associated with identifying, sourcing, evaluating or maintaining computer software are recognized as an expense within other operating expenses as incurred.
The assets are stated at cost less accumulated amortization and impairment losses. Software costs are amortized by equal monthly installments over their estimated useful economic life of five to ten years once the software is capable of being brought into use.
ii) Brands
Our largest brands, including Birds Eye, Iglo,iglo, Findus, Ledo and Frikom are considered to have indefinite lives. This is based on the market position of the brands, the significant levels of investment in advertising and promoting the brands, and the fact that they have been established for at least 20 years. Therefore these brands are not amortized, but instead held at historical cost less provision for any impairment.
Brands that are deemed to not have an indefinite life are being amortized by equal monthly installments within other operating expenses over the course of their remaining useful economic life.
iii) Customer relationships
Long standing Food Service customer relationships have been identified as intangible assets as part of business combinations. These are deemed to not have an indefinite life and are being amortized by equal monthly installments within other operating expenses over their expected lives. The most significant of these assets were acquired as part of the Findus Acquisition in 2015 and are being amortized over 14 years.
3.7 Impairment of non-current assets
The carrying amounts of the Company’s non-current assets are reviewed annually to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. Impairment losses are recognized in the Consolidated Statement of Profit or Loss in the period in which they arise. For goodwill and assets that have an indefinite useful life an impairment review is performed at least annually.
Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the net carrying amount may not be recoverable. An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount.
i) Calculation of recoverable amount
Recoverable amount is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows of the business are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
ii) Allocation of impairment losses
Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units, then to reduce the carrying amount of the other assets in the unit on a pro rata basis. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
iii) Reversals of impairment
An impairment loss in respect of goodwill is not reversed. In respect of other assets, an impairment loss is reversed when there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
3.8 Property, plant and equipment
i) Owned assets
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.
ii) Leased assets
The Company leases various properties, equipment and cars. The Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Where a contract contains both lease and non-lease components, the Group has elected to account for the contract as a single lease.
Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is classified within property, plant and equipment and is depreciated over the shorter of the asset's useful life or the lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities are presented within loans and borrowings and include the net present value of expected lease payments, including those from extension options if the Company reasonably expects to exercise them. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, otherwise the Company’s incremental borrowing rate is used. Right-of-use assets are measured at cost comprising the amount of the lease liability, adjusted for payments made or received before the commencement date, initial direct costs and restoration costs.
Payments associated with short-term leases and leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets primarily comprise IT equipment and small items of office furniture.
iii) Depreciation
Depreciation is charged to the Consolidated Statement of Profit or Loss on a straight line basis over the shorter of the lease term and the estimated useful lives of each part of an item of property, plant and equipment once the item is brought into use. Land is not depreciated. The estimated useful lives are as follows:
•Buildings 40 years
•Plant and equipment 5 to 1420 years
•Computer equipment 3 to 5 years
The assets’ residual values and useful lives are reviewed on a frequentan annual basis.
3.9 Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is based on the weighted average principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. Inventories that are acquired through business combinations are fair valued at the time of acquisition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of direct costs and overheads based on normal operating capacity. Provision is made for slow moving, obsolete and defective inventories.
3.10 Employee benefits
i) Defined contribution plans
Obligations for contributions to defined contribution pension plans are recognized as an expense in the Consolidated Statement of Profit or Loss as incurred. Prepaid contributions are recognized as an asset to the extent that a cash refund or reduction in the future payments is available.
ii) Defined benefit plans
The Company’s net obligation in respect of defined benefit pension plans and other post-employment benefits is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods. That net obligation is discounted to determine its present value. The calculation is performed by a qualified actuary using the projected unit credit method.
The current service cost of the defined benefit plan, recognized in the Consolidated Statement of Profit or Loss in staff costs included within Operating profit/(loss), except where included in the cost of an asset, reflects the increase in the defined benefit obligation resulting from employee service in the current year, benefit changes, curtailments and settlements.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in Other Comprehensive Income in the period in which they arise.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the Consolidated Statement of Profit or Loss.
Past service cost is recognized immediately.
iii) Share-based payment schemes
Employee benefits given through share-based payment schemes are discussed further in section 3.15 of this note.
3.11 Founder Preferred Shares
Nomad Foods issued Founder Preferred Shares to both TOMS Acquisition I LLC and Mariposa Acquisition II, LLC (collectively the “Founder Entities”) in connection with its initial public offering in April 2014. Holders of the Founder Preferred Shares arewere entitled to receive annual dividend amounts subject to certain performance conditions (the “Founder Preferred Shares Dividend Amount”). The instrument and its component parts were analyzed under IFRS 2. The Company intendsintended that any future Founder Preferred Shares Annual Dividend Amount willwould be equity settled. Accordingly, the Founder Preferred Shares Annual Dividend Amount as of June 1, 2015, of €531.5 million (the “Founder Preferred Shares Dividend reserve”) was classified as equity and no further revaluations will be required or recorded.
Should a Founder Preferred Share Annual Dividend Amount become due and payable, the market value of any dividend paid will bethat have been issued have been deducted from the Founder Preferred Shares Dividend reserve, with anyreserve. Following the end of the period in which dividends are payable the excess deducted from the accumulated profit/(deficit) reservehas been transferred to retained earnings within equity.
3.12 Provisions
Provisions are recognized when the Company has a legal or constructive present obligation as a result of a past event and it is probable that the Company will be required to settle that obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at the financial year end date and are discounted to present value where the effect is material.
Where it is not possible to make a reliable estimate of the estimated financial effect of a provision, appropriate disclosure of the resulting contingent liability is made, but no provision is recognized.
3.13 Financial instruments
Financial assets and liabilities are recognized in the Company’s Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument.
i) Trade receivables
Trade receivables are amounts due from customers for goods sold when control of the products has transferred, being when the products are delivered in accordance with the contractual arrangements. At this point, there is no unfulfilled performance obligation that could affect the customer’s acceptance of the product, except for returns due to quality. The Company holds the trade receivables with the objective of collecting the contractual cash flows and so they are subsequently measured at amortized cost using the effective interest method, less any loss allowance. Since trade receivables are due within one year, this equates to initial carrying value less any loss allowance.
To assist in managing operating cash flow, we may enter into non-recourse factoring arrangements with certain receivables whereby we sell specific accountaccounts receivables to one or more external financial institutions. The risks and rewards of ownership are considered to have been transferred at the point of sale. Up to the point of sale, these receivables are treated as held for sale and measured at fair value through Profit or Loss. Under the terms of the contractual arrangements, the Company may continue to collect the cash from the customer receivables sold, albeit acting solely as a collecting agent on behalf of the purchaser of receivables. Any cash received from customers which is due to be paid to the agent is presented as a financial liability in the Statement of Financial Position and as a financing activity within the Statement of Cash Flows. Factoring fees associated with the sale of factored receivables were minimal for all periods presented. See Note 18.
The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. Trade receivables are grouped by days past due. Expected loss rates are based on historical credit losses experienced in each market as well as forward looking information where this is significant. Trade receivables are written off when there is no reasonable expectation of recovery. Appropriate allowances for expected credit losses and estimated irrecoverable amounts are recognized in the Consolidated Statement of Profit or Loss.
Trade receivables are presented net of associated contract liabilities, referred to as 'trade terms' as discussed further in Note 3.14 and Note 4.
ii) Cash and cash equivalents
Cash and cash equivalents comprise of cash balances and deposits that are readily convertible to a known amount of cash and are measured at amortized cost. Deposits held in money market funds are measured at fair value through Profit or Loss as the cash flows do not only represent principal and interest.
iii) Loans and borrowings
a. Valuation
Interest bearing borrowings are recognized initially at fair value less attributable transaction costs.
Subsequent to initial recognition, interest bearing loans and borrowings are stated at amortized cost with any difference between cost and redemption value being recognized in the Consolidated Statement of Profit or Loss over the expected period of the borrowings.
b. Capitalization of debt discounts and transaction costsfees
FeesDiscounts on issuance of debt as well as directly attributable transaction fees paid on the establishment of loan facilities are recognized as transaction costscapitalized and amortized over the life of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs.debt.
iv) Trade payables
Trade payables are measured at initial recognition at fair value and are subsequently measured at amortized cost using the effective interest method. Since trade payables are largely due within one year, this equates to initial carrying value.
v) Derivative financial instruments and 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. Since the adoption of IFRS 9 for hedge accounting on January 1, 2021, 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, currency swaps, interest rate swaps 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.
Since the adoption of IFRS 9 for hedge accounting on January 1, 2021, the Company applies the hedge accounting requirements of IFRS 9 to all hedging relationships. IAS 39 was used beforehand with the impact of the changes disclosedchange presented in Note 2 Basisthe Statement of preparation.Changes in Equity.
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.
Since the adoption of IFRS 9 for hedge accounting on January 1, 2021, 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.
When a hedging instrument is substantially modified, any fair value gain or loss is recognized immediately in the Consolidated Statement of Profit or Loss.
b. Net investment hedges
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 to the extent that the hedge is effective, and are presented in the translation reserve within equity.
Since the adoption of IFRS 9 for hedge accounting on January 1, 2021, 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 any net investment hedge is entered into and the hedge is deemed 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.
vi) Short-term investments
The Company may invest surplus cash positions in short-term investments to manage liquidity and credit risk. Short‐term investments are held within managed investment funds and are measured at fair value with all changes in fair value are recognized immediately in the Consolidated Statement of Profit or Loss.
Short-term investments are valued using inputs that are derived principally from or corroborated by observable market data.
3.14 Revenue from contracts with customers
The Company manufactures and sells a range of frozen foods to retail, wholesale and Food Service markets. Revenue is recognized when control of the products has transferred, being when the products are delivered to the customer in accordance with the contractual arrangements. At this point, there is no unfulfilled performance obligation that could affect the customer’s acceptance of the product, except for returns due to quality. A provision for product return allowances, which is estimated based upon the Company’s historical performance and management’s experience, is recorded as a reduction of sales in the same period that the revenue is recognized. Revenue excludes sales taxes and intra-company sales.
Products are often sold with variable pricing arrangements, including payment discounts, trade promotions and slotting fees. Discounts given by the Company include rebates, price reductions and incentives to customers, promotional couponing and trade communication costs. Trade promotions consist of pricing allowances, merchandising funds and customer coupons, which are offered through various programs to customers and consumers. Certain retailers require the payment of slotting fees to obtain space for the Company’s products on the retailers’ store shelves.
Where variable pricing arrangements are in place, revenue is only recognized to the extent that it is highly probable that the amount recognized is unlikely to be reversed.a significant reversal will not occur. Accumulated experience is used to estimate and provide for the discounts. Revenue is only recognized to the extent that it is highly probable that a significant reversal will not occur. Accruals for expected pay-outs under these programs are collectively known as ‘trade terms’ and are included within trade and other receivables or within trade and other payables in the Consolidated Statement of Financial Position. No element of financing is deemed present as the salespayment terms are made in line with market practice and accruals are typically settled within twelve months of the sale.
3.15 Share based payments
The Nomad Foods Long-term Incentive Plan known as the (the "Management Share Awards"), which incorporates an annual Non-Executive Directors Restricted Stock Scheme, falls within the provisions of IFRS 2 “Share-based Payment” and awards under the Management Share Awards represent equity settled share based payments. A charge is taken to the Consolidated Statement of Profit or Loss for the difference between the fair value of the shares at grant date and the amount subscribed, spread over the vesting period.
Share based payment arrangements in which Nomad receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share based payment transactions, regardless of how the equity instruments are obtained by Nomad.
The grant date fair value of share-based payment awards granted to any Director or employee is recognized as an expense, with a corresponding increase in equity, over the period that any Director or employee becomes unconditionally entitled to the awards.
The fair value of the awards granted is measured using a valuation model, taking into account the terms and conditions upon which the awards were granted. The amount recognized as an expense is adjusted to reflect the actual number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.
See Note 8(b) for further information on the Company’s share-based payment arrangements and details of the valuation model used.
3.16 Interest income
Interest income is recognized in the Consolidated Statement of Profit or Loss on an accruals basis using the effective interest method.
3.17 Expenses & Exceptional items
i) Borrowing costs
Unless capitalized as part of the cost of borrowing (see Note 3.13(iii)), borrowing costs are recognized in the Consolidated Statement of Profit or Loss in the period in which they are incurred.
ii) Exceptional items
The separate reporting of exceptional items which are presented as exceptional within the relevant Consolidated Statement of Profit or Loss category, helps provide an indication of the Company’s underlying business performance. Exceptional items have been identified and presented by virtue of their size, nature or incidence. In determining whether an event or transaction is exceptional, management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence. Exceptional items comprise restructuring costs, impairments or reversal of impairments of intangible assets, operational restructuring, integration and acquisition costs relating to new acquisitions, implementation of strategic opportunities and other significant items (see Note 7).
iii) Research and development
Expenditure on research activities is recognized in the Consolidated Statement of Profit or Loss as an expense as incurred.
3.18 Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognized in the Consolidated Statement of Profit and Loss except to the extent that it relates to items recognized in Other Comprehensive Income or those recognized directly in equity, in which case it is recognized within the Statement of Other Comprehensive Income.Income or Statement of Changes in Equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the financial year end date, and any adjustment to tax payable in respect of previous years. Where tax exposures can be quantified, an accruala provision for uncertain tax positions is made based on the best estimates and management’s judgments. Given the inherent uncertainties in assessing the outcomes of these exposures (which can sometimes be binary in nature), the Company could in future periods experience adjustments to these accruals.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities recognized for financial reporting purposes and the amounts used for taxation purposes on an undiscounted basis. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the financial year end date.
A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.
3.19 Segment reporting
The Chief Operating Decision Maker (“CODM”) has been determined to be the Chief Executive Officer as he is primarily responsible for the allocation of resources to the segments and the assessment of performance of the segments.
Nomad’s operations are organized into 1one operating unit, "Frozen", which comprises all the brands, as well as the factories, private label business units and certain corporate overheads. The CODM primarily uses “Adjusted EBITDA”, disclosed in Note 5, as the key measure of the segment’s results. Adjusted EBITDA is EBITDA adjusted to exclude, when they occur, the impacts of exited markets, acquisition purchase price adjustments and exceptional items such as restructuring charges, goodwill and intangible asset impairment charges and other unusual or non-recurring items. In addition, we exclude other adjustments such as the impact of share based payment expenses and related employer payroll taxes, and non-operating M&A related costs, because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance.
EBITDA, disclosed in Note 5, is defined as profit/(loss) for the period before taxation, net financing costs, depreciation and amortization.
3.20 Onerous contracts provisions
Where the costs of fulfilling a contract exceed the economic benefits that the Company expects to receive from it, an onerous contract provision is recognized for the net unavoidable costs. In estimating the net unavoidable costs, management estimate foreseeable income that may be received and offset this against the minimum future cash outflows from fulfilling the contract. All cash flows are discounted at an appropriate discount rate.
3.21 IFRSs not yet adopted
At the date of authorization of these financial statements, except as disclosed in Note 2, there are no Standards and Interpretations relevant to the Company which are in issue but not yet effective.
4) Critical 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.
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 businessBusiness combinations that have a significant effect onare recognized using the amounts reported inacquisition method. At the consolidated financial statements. Theacquisition date, 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, the useful economic life of assets and in selecting an appropriate valuation methodology. Furthermore, judgment is applied in allocating business combinations to operating segments, as well as allocating Goodwill to cash generating units. Please refer to Note 14 for details of business combinations inimpacting the reporting period.
b) Discounts and trade promotions
Management useuses 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 useuses judgment when identifying and determining whether it is appropriate to accrueprovide for uncertain tax positions and for how long accrualsprovisions 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 applyapplies judgment to the allocation of goodwill to cash generating units. Management has determined goodwill is monitored at the operating segment level of “Frozen”. Please refer to Note 13 for further information.
e) Operating segments
Management applyapplies 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 havehas 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 haveIn forming these estimates, management has taken into account the impact and potential future impact of COVID-19 on these estimates. Wesupply chain disruptions, high inflation as well as the ongoing conflict between Ukraine and Russia. Management will continue to assess the impact of future developments in relation to COVID-19these matters 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, wemanagement will focus on the impact of a long-term impactconflict in Ukraine. While we do not have any direct operations or sales in either Russia or Ukraine, these countries are responsible for many commonly used raw materials and resources such as fish, edible oils, wheat and energy. The ongoing conflict and economic sanctions could see considerable reductions in the availability or increase in cost of such raw materials and resources. At this time it is not possible to predict the extent or nature of these impacts on our business although we expect the food service customer relationship intangible assets.current conflict to continue for some time.
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 December 31, 20212022 is disclosed in Note 18 and the balance classified as a trade term payable is disclosed in Note 22.
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.
Please refer to Note 14 for details of business combinations in the period.
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. Details of impairment reviews including disclosures covering sensitivities are provided in Note 13.
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 23 for details of these assumptions and a sensitivity analysis on material assumptions.
e) Uncertaind) Provisions for uncertain tax positions
Where tax exposures can be quantified, an accruala provision for uncertain tax positions is made based on management's estimates which include judgments with regard to the Group's judgment of the most likely amount of the liabilityamounts expected to be paid to the relevant tax authority; or, when there is a wide range of possible outcomes, a probability weighted average approach.authority. 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 accrualprovision 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 accrualsprovisions are made on the basis of a weighted average of potential outcomes.
f) Fair value of derivative financial instruments.
Note 34 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 34.
Other estimates
a) Carrying value of goodwill and indefinite life brands
The Company's goodwill and indefinite life brand values have been allocated based on the enterprise value at acquisition of each cash generating unit. Goodwill is monitored at an operating segment level for which the Company has one reporting and operating segment. Determining whether goodwill and indefinite life brands are impaired requires an estimation of the value in use. The review is performed using a discounted cash flow model to calculate the value in use of the Frozen segment. 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. This requires us to make assumptions and estimates regarding historical information, future plans and external sources. Future cash flows for the purposes of the value in use calculation are taken from approved budgets. Details of impairment reviews including disclosures covering sensitivities are provided in Note 13.
5) Segment reporting
Nomad has 1one reporting and operating segment, "Frozen", reflected in the segment presentation below for the periods presented. The CODM primarily uses “Adjusted EBITDA”, disclosed in Note 3.19, as the key measure of the segment’s results, which is considered non-IFRS financial information.
Segment Adjusted EBITDA
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31, 2019 | | | Year ended December 31, 2022 | | Year ended December 31, 2021 | | Year ended December 31, 2020 | |
| | Note | €m | | €m | | €m | | | Note | €m | | €m | | €m | |
| Profit for the period | | 181.0 | | | 225.1 | | | 153.6 | | | |
| Profit for the year | | Profit for the year | | 249.8 | | | 181.0 | | | 225.1 | | |
| Taxation | Taxation | | 55.7 | | | 70.4 | | | 56.7 | | | Taxation | | 71.2 | | | 55.7 | | | 70.4 | | |
| Net financing costs | Net financing costs | | 106.0 | | | 63.7 | | | 73.2 | | | Net financing costs | | 54.4 | | | 106.0 | | | 63.7 | | |
| Depreciation and amortization | Depreciation and amortization | | 71.6 | | | 67.6 | | | 68.3 | | | Depreciation and amortization | | 88.6 | | | 71.6 | | | 67.6 | | |
| | Acquisition purchase price adjustments | Acquisition purchase price adjustments | | 8.4 | | | — | | | — | | | Acquisition purchase price adjustments | | — | | | 8.4 | | | — | | |
| | Exceptional items | Exceptional items | 7 | 45.3 | | | 20.6 | | | 54.5 | | | Exceptional items | 7 | 48.7 | | | 45.3 | | | 20.6 | | |
| | Other add-backs | Other add-backs | | 18.7 | | | 19.4 | | | 25.7 | | | Other add-backs | | 11.7 | | | 18.7 | | | 19.4 | | |
| Adjusted EBITDA | Adjusted EBITDA | | 486.7 | | | 466.8 | | | 432.0 | | | Adjusted EBITDA | | 524.4 | | | 486.7 | | | 466.8 | | |
|
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 expense of €8.6 million (2021: €5.8 million, (2020:2020: €12.1 million, 2019: €22.4 million) and elimination of non-operating M&A related costs, professional fees and transaction costs of €3.1 million (2021: €12.9 million, (2020:2020: €7.3 million, 2019: €3.3 million). We exclude these costs because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance.
No information on segment assets or liabilities is presented to the CODM.
Product information
Management considers the products it sells belong to one category, being "Frozen".
Geographical information
External revenue by geography
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31, 2019 | | | Year ended December 31, 2022 | | Year ended December 31, 2021 | | Year ended December 31, 2020 | |
| | €m | | €m | | €m | | | €m | | €m | | €m | |
| United Kingdom | United Kingdom | 758.3 | | | 747.3 | | | 712.5 | | | United Kingdom | 806.2 | | | 758.3 | | | 747.3 | | |
| Italy | Italy | 417.9 | | | 426.3 | | | 394.1 | | | Italy | 408.5 | | | 417.9 | | | 426.3 | | |
| Germany | Germany | 396.3 | | | 393.2 | | | 329.6 | | | Germany | 385.4 | | | 396.3 | | | 393.2 | | |
| France | France | 188.6 | | | 203.8 | | | 176.6 | | | France | 192.4 | | | 188.6 | | | 203.8 | | |
| Sweden | Sweden | 148.1 | | | 158.7 | | | 175.7 | | | Sweden | 149.4 | | | 148.1 | | | 158.7 | | |
| Norway | | Norway | 126.6 | | | 121.7 | | | 115.6 | | |
| Croatia (1) | | Croatia (1) | 122.7 | | | 16.1 | | | — | | |
| Austria | Austria | 129.3 | | | 127.9 | | | 108.2 | | | Austria | 122.0 | | | 129.3 | | | 127.9 | | |
| Norway | 121.7 | | | 115.6 | | | 120.4 | | | |
| Serbia (1) | | Serbia (1) | 108.2 | | | 13.6 | | | — | | |
| Switzerland (2) | | Switzerland (2) | 80.1 | | | 74.4 | | | — | | |
| Spain | Spain | 75.1 | | | 82.6 | | | 79.5 | | | Spain | 78.6 | | | 75.1 | | | 82.6 | | |
| Rest of Europe | Rest of Europe | 371.3 | | | 260.5 | | | 227.7 | | | Rest of Europe | 359.6 | | | 267.2 | | | 260.5 | | |
| Total external revenue by geography | Total external revenue by geography | 2,606.6 | | | 2,515.9 | | | 2,324.3 | | | Total external revenue by geography | 2,939.7 | | | 2,606.6 | | | 2,515.9 | | |
(1) Sales included from acquisition date of September 30, 2021.
(2) Sales included from acquisition date of December 31, 2020.
Non-current assets by geography
| | | December 31, 2021 | | December 31, 2020 | | December 31, 2022 | | December 31, 2021 |
| | €m | | €m | | €m | | €m |
| United Kingdom | | United Kingdom | 140.1 | | | 139.6 | |
| Germany | Germany | 140.0 | | | 135.5 | | Germany | 139.0 | | | 140.0 | |
| United Kingdom | 139.6 | | | 132.1 | | |
| Italy | Italy | 64.8 | | | 68.5 | | Italy | 63.4 | | | 64.8 | |
| Serbia | Serbia | 48.5 | | | — | | Serbia | 50.3 | | | 48.5 | |
| Croatia | Croatia | 38.5 | | | — | | Croatia | 41.8 | | | 38.5 | |
| Ireland | Ireland | 34.3 | | | 31.9 | | Ireland | 35.4 | | | 34.3 | |
| Norway | Norway | 31.0 | | | 30.0 | | Norway | 28.6 | | | 31.0 | |
| Sweden | Sweden | 29.8 | | | 28.5 | | Sweden | 22.1 | | | 29.8 | |
| Rest of Europe | Rest of Europe | 72.3 | | | 52.7 | | Rest of Europe | 70.4 | | | 72.3 | |
| Total non-current assets by geography | Total non-current assets by geography | 598.8 | | | 479.2 | | Total non-current assets by geography | 591.1 | | | 598.8 | |
Non-current assets exclude deferred tax assets, goodwill and brands which are not bound to one geographical area.
6) Operating profit
Operating profit is stated after charging:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31, 2019 | | | | | |
| Note | | €m | | €m | | €m | | | | | |
| Staff costs | 8 | | 340.6 | | | 340.2 | | | 308.6 | | | | | | |
| Depreciation of property, plant and equipment | 12 | | 63.4 | | | 59.8 | | | 59.7 | | | | | | |
| Impairment of property, plant and equipment | 12 | | — | | | — | | | 0.1 | | | | | | |
| Impairment of software and brands | 13 | | 1.7 | | | — | | | — | | | | | | |
| Amortization of software and brands | 13 | | 8.2 | | | 7.8 | | | 8.6 | | | | | | |
| Operating lease charges | | | 6.1 | | | 3.0 | | | 4.5 | | | | | | |
| Exchange losses/(gains) | | | 27.0 | | | (2.8) | | | (14.6) | | | | | | |
| Research & development expenditure | | | 19.2 | | | 17.6 | | | 18.9 | | | | | | |
| Inventories recognized as an expense within cost of goods sold | | | 1,694.3 | | | 1,627.9 | | | 1,536.0 | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Year ended December 31, 2022 | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | | | | |
| Note | | €m | | €m | | €m | | | | | |
| Staff costs | 8 | | 386.1 | | | 340.6 | | | 340.2 | | | | | | |
| Depreciation of property, plant and equipment | 12 | | 79.8 | | | 63.4 | | | 59.8 | | | | | | |
| | | | | | | | | | | | |
| Impairment of intangible assets | 13 | | 5.8 | | | 1.7 | | | — | | | | | | |
| Amortization of intangible assets | 13 | | 8.8 | | | 8.2 | | | 7.8 | | | | | | |
| Expense relating to low value and short-term leases | | | 9.9 | | | 6.1 | | | 3.0 | | | | | | |
| Exchange losses/(gains) | | | 38.3 | | | 27.0 | | | (2.8) | | | | | | |
| Research & development expenditure | | | 19.3 | | | 19.2 | | | 17.6 | | | | | | |
| Inventories recognized as an expense within cost of goods sold | | | 1,949.8 | | | 1,694.3 | | | 1,627.9 | | | | | | |
7) Exceptional items
Exceptional items are made up as follows:
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31, 2019 | | | Year ended December 31, 2022 | | Year ended December 31, 2021 | | Year ended December 31, 2020 | |
| | €m | | €m | | €m | | | €m | | €m | | €m | |
| Supply chain reconfiguration (1) | Supply chain reconfiguration (1) | — | | | (12.5) | | | (3.6) | | | Supply chain reconfiguration (1) | — | | | — | | | (12.5) | | |
| Findus Group integration costs (2) | — | | | — | | | 3.5 | | | |
| Distribution network integration (2) | | Distribution network integration (2) | 2.2 | | | — | | | — | | |
| Fortenova Acquisition integration costs (3) | Fortenova Acquisition integration costs (3) | 3.5 | | | — | | | — | | | Fortenova Acquisition integration costs (3) | 9.5 | | | 3.5 | | | — | | |
| Findus Switzerland integration costs (4) | Findus Switzerland integration costs (4) | 6.2 | | | 0.3 | | | — | | | Findus Switzerland integration costs (4) | 8.2 | | | 6.2 | | | 0.3 | | |
| Brexit (5) | Brexit (5) | 5.3 | | | 1.6 | | | 1.6 | | | Brexit (5) | — | | | 5.3 | | | 1.6 | | |
| Business Transformation program (6) | Business Transformation program (6) | 18.8 | | | 2.3 | | | — | | | Business Transformation program (6) | 37.0 | | | 18.8 | | | 2.3 | | |
| Information Technology Transformation program (7) | Information Technology Transformation program (7) | 4.2 | | | — | | | — | | | Information Technology Transformation program (7) | 4.4 | | | 4.2 | | | — | | |
| Goodfella's Pizza & Aunt Bessie's integration costs (8) | Goodfella's Pizza & Aunt Bessie's integration costs (8) | — | | | 4.0 | | | 12.5 | | | Goodfella's Pizza & Aunt Bessie's integration costs (8) | — | | | — | | | 4.0 | | |
| Factory optimization (9) | Factory optimization (9) | 4.9 | | | 10.0 | | | 5.7 | | | Factory optimization (9) | 3.5 | | | 4.9 | | | 10.0 | | |
| Settlement of legacy matters (10) | Settlement of legacy matters (10) | (2.6) | | | (2.9) | | | (9.2) | | | Settlement of legacy matters (10) | (28.9) | | | (2.6) | | | (2.9) | | |
| Release of indemnification assets (11) | 5.0 | | | 17.8 | | | 44.0 | | | |
| Impairment of customer relationships (11) | | Impairment of customer relationships (11) | 5.8 | | | — | | | — | | |
| Release of indemnification assets (12) | | Release of indemnification assets (12) | 7.0 | | | 5.0 | | | 17.8 | | |
| Total exceptional items | Total exceptional items | 45.3 | | | 20.6 | | | 54.5 | | | Total exceptional items | 48.7 | | | 45.3 | | | 20.6 | | |
We do not consider these items to be indicative of our ongoing operating performance.
(1)Supply chain reconfiguration
Supply chain reconfiguration relates to activities associated with the closure of the Bjuv manufacturing facility in Sweden which ceased production in 2017. No income has been recognized in the year ended December 31, 2021 (2020: €12.5 million, 2019: €3.6 million).
In 2020, the Company signed an agreement to end its leasehold of a cold store in Sweden in 2021, which was originally due to expire in 2040. The cold store will continue to be used by the Company under a service contract once the lease has come to an end. The agreement resulted in a significant modification of a right-of-use asset and reduction in lease liabilities. The carrying value of the right-of-use asset had previously been impaired such that its value was significantly lower than that of the liabilities extinguished. Consequently, the Company recognized a gain from the transaction. As part of the transaction, the Company has becomebecame liable to fulfill certain severance arrangements in 2021 which have beenwere provided for and have since been completed, the cost of which offsetsrecognizing the provision offset a portion of the income from the modification of the lease.
In 2019, the income related to the sale of the agricultural land and the finalization of consideration received for the sale of the industrial property, which had completed in 2018.
(2)Findus GroupDistribution network integration costs
Following the acquisition of the Findus Group on November 2, 2015,In 2022, the Company initiatedrestructured its sales operations in northern Italy, replacing direct sales to thousands of customers with a substantial integration project. Expenses presented primarily relatestreamlined distributor network. The program is scheduled to the roll-out of the Nomad ERP system whichbe completed in 2019.2023 and consists of expenses relating to restructuring and new systems.
(3)Fortenova Acquisition integration costs
As disclosed in Note 14, the Company completed the acquisition of the Fortenova Group’s Frozen Food Business Group on September 30, 2021, following which the Company is undertaking anbegan a three year integration project over the next three years.project. Integration expenses incurred relate to external consultancy costs, organizational structure alignment to Nomad design, systems configuration and roll-out of our controls environment to the acquired business.
(4)Findus Switzerland integration costs
As disclosed in Note 14, theThe Company completed the acquisition of Findus Switzerland on December 31, 2020, following which the Company commenced an integration project which is expected to completecompleted in 2022. Integration expenses incurred and to be incurred in the future relaterelated to external consultancy costs, organizational structure alignment to Nomad design and roll-out of the Nomad ERP system.
(5)Brexit
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 in 2021 relate to project costs and the write-off of system development costs no longer required due to changes in regulations and the Company's approach to handling Brexit-related logistic issues.
(6)Business transformation program
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 a new ERP system.
Expenses in the yearincurred to date consist of restructuring and transformational project costs, including business technology transformation initiative costs and related professional fees.
(7)Information Technology Transformation program
In 2021, the Company launched a program to transform the Information Technology (“IT”) operating model, specifically to modernize the end-to-end technology estate to support current and future complex and evolving business needs driven by acquisitions and organic growth. Among the many changes being made, the program movesmoved our operating model to a cloud-hosted solution, which better deploys new services to the business and end user, including application management, supporting a diverse workforce across multiple locations and languages, as well as deploying artificial Intelligence assisted tools. Other key components of the program includeincluded the Company’s cyber security services to adapt to rapidly changing threats and a change of IT service partners to enable one-off renovation and uplift of capabilities across the business. The program is due to complete in 2023.
(8)Goodfella's Pizza & Aunt Bessie's integration costs
Following the acquisition of the Goodfella’s pizza business in April 2018 and the Aunt Bessie's business in July 2018, the Company completed an integration project which finished in 2020.
(9)Factory optimization
In 2018, the Company initiated a three-year factory optimization program. The focus of the program iswas to develop a new suite of standard manufacturing and supply chain processes, that will provideprovides 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. Due to delays in delivering the program across the Nomad manufacturing portfolio due to various government lockdowns and travel bans, the project has beenwas extended for an additional year.year through to its completion in 2022.
(10)Settlement of legacy matters
AIn 2022, a net income of €2.6€27.9 million has been recognized as the Company received favorable rulings on a series of registration tax claims in relation to an acquisition in 2010, prior to the formation of the Company in 2014. As a result, the Company received a refund of the payments made in 2013 and 2018 in addition to interest. Income has been recognized net of associated professional fees.
A further income of €1.0 million has been recognized associated with the release of acquired provisions relating to periods prior to acquisition by the Company. NetCompany (year ended December 31, 2021: net income of €2.6 million, year ended December 31, 2020: net income of €2.9 million wasmillion).
(11)Impairment of customer relationships
An impairment of intangible fixed assets expense has been recognized in the year ended December 31, 2020 associated with the release of acquired tax liabilities2022 relating to periods prior to acquisition by the Company. Net income of €9.2 million was recognizedour food service customer relationships in the year ended December 31, 2019. This includes an income of €2.7 million recognized on settlement of contingent consideration for the La Cocinera acquisition and net income of €0.7 million associated with settlements of tax audits.Sweden.
(11)(12)Release of indemnification assets
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 in 2015, as discussed in Note 19.
Tax impact of exceptional items
The tax impact of the exceptional items amounts to a credit of €8.4€5.8 million in the year ended December 31, 20212022 (year ended December 31, 2020: €3.52021: €8.4 million, year ended December 31, 2019: €3.12020: €3.5 million).
Cash flow impact of exceptional items
Included in the Consolidated Statements of Cash Flows for the year ended December 31, 20212022 is €48.8€40.8 million (year ended December 31, 2020: €12.12021: €48.8 million, year ended December 31, 2019: €15.92020: €12.1 million) of net cash outflows relating to exceptional items. This includes cash flows related to the above items as well as the cash impact of the settlement of provisions brought forward from previous accounting periods.
8) Payroll costs, share based payments and management incentive schemes
(a)Payroll costs
The average number of persons employed by the Company (excluding non-Executive Directors) is analyzed and set out below:
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31, 2019 | | | Year ended December 31, 2022 | | Year ended December 31, 2021 | | Year ended December 31, 2020 | |
| Production | Production | 3,310 | | | 3,043 | | | 3,308 | | | Production | 4,189 | | | 3,310 | | | 3,043 | | |
| Administration, distribution & sales | Administration, distribution & sales | 2,193 | | | 1,647 | | | 1,448 | | | Administration, distribution & sales | 3,892 | | | 2,193 | | | 1,647 | | |
| Total number of employees | Total number of employees | 5,503 | | | 4,690 | | | 4,756 | | | Total number of employees | 8,081 | | | 5,503 | | | 4,690 | | |
The increase in the average number of employees in the table above for the year ended December 31, 2022 compared with the year ended December 31, 2021 is primarily due to the full year impact of including the Fortenova Acquisition which was acquired on September 30, 2021.
The increase in the average number of employees in the year ended December 31, 2021 compared with the year ended December 31, 2020 is primarily due to the Fortenova Acquisition andas set out above as well as the acquisition of Findus Switzerland acquisition as described in Note 14.
The table below discloses the Company’s aggregate payroll costs of these persons. Payroll costs exclude long term management incentive scheme and share based payment costs, but includes bonus costs.
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31, 2019 | | | Year ended December 31, 2022 | | Year ended December 31, 2021 | | Year ended December 31, 2020 | |
| | €m | | €m | | €m | | | €m | | €m | | €m | |
| Wages and salaries | Wages and salaries | 266.4 | | | 276.4 | | | 250.4 | | | Wages and salaries | 293.6 | | | 266.4 | | | 276.4 | | |
| Social security costs | Social security costs | 56.1 | | | 49.2 | | | 45.2 | | | Social security costs | 72.9 | | | 56.1 | | | 49.2 | | |
| Other pension costs | Other pension costs | 18.1 | | | 14.6 | | | 13.0 | | | Other pension costs | 19.6 | | | 18.1 | | | 14.6 | | |
| Total payroll costs | Total payroll costs | 340.6 | | | 340.2 | | | 308.6 | | | Total payroll costs | 386.1 | | | 340.6 | | | 340.2 | | |
(b)Share based payments
The Company's discretionary share award scheme, the LTIP, enables the Company’s Compensation Committee to make grants (“Awards”) in the form of rights over ordinary shares (“Awards”), to any Director, Non-Executive Director or employee of the Company. However, it is the Committee’s current intention that Awards be granted only to Directors and senior management also serving as a director, whilst recognizing a separate annual Restricted Stock Award for Non-Executive Directors.
All Awards are to be settled by physical delivery of shares.
Non-Executive Director Restricted Share Awards
In accordance with the Board approved independent Non-Executive Director compensation guidelines, each independent Non-Executive Director is entitled to a grant of $100,000 of restricted shares annually on the date of the annual general meeting, valued at the closing market price for such shares on this date. The restricted shares vest on the earlier of twelvethirteen months from the date of grant or the date of the Company’s next annual meeting of shareholders.
On June 17, 2020 after the Company's annual general meeting of shareholders, the then current Non-Executive Directors were granted 32,140 restricted stock awards at a share price of $21.78. The Non-Executive Directors restricted share awards granted on June 19, 2018, which consisted of 32,172 shares at a share price of $18.07, vested on June 14, 2019 and were issued at a share price of $20.74, resulting in a €0.1 million increase in the share based compensation reserve. Of the total 44,272 number of shares vesting, 12,100 shares were held back from issue by the Company as settlement towards personal tax liabilities arising on the vested shares.
The Non-Executive Directors restricted share awards granted on June 14, 2019, which consisted of 39,370 shares at a share price of $20.32. In July 2019, in conjunction with the resignation of one of our Non-Executive Directors, 2,460 shares from this grant were vested and issued. The remaining awards vested on June 17, 2020 and were issued at a share price of $21.78. Of the total 34,447 number of shares vesting, 8,656 shares were held back from issue by the Company as settlement towards personal tax liabilities arising on the vested shares.
The Non-Executive Directors restricted share awards granted on June 17, 2020, which consisted of 32,140 shares at a share price of $21.78,identified above vested on June 30, 2021 and 24,406 were issued at a share price of $30.14, resulting in a €0.2 million increase in the share based compensation reserve.issued. Of the total 32,140 number of shares vesting, 7,734 shares were held back from issue by the Company as settlement towards personal tax liabilities arising on the vested shares.
On June 30, 2021, after the Company's annual general meeting of shareholders, the then current Non-Executive Directors were granted 24,759 restricted share award at a share price of $28.27. The Non-Executive Directors restricted share awards identified above vested on July 1, 2022 and 13,817 were issued. Of the total 24,759 number of shares vesting, 3,537 shares have not yet been issued and 7,405 shares were held back from issue by the Company as settlement towards personal tax liabilities arising on the vested shares.
On July 1, 2022, after the Company's annual general meeting of shareholders, the then current Non-Executive Directors were granted 29,676 restricted stock awards at a share price of $20.22.
The total charge for Non-Executive Director grants within the Statement of Consolidated Profit or Loss for the year ended December 31, 20212022 for stock compensation awards was €0.8€0.6 million (year ended December 31, 2020: €0.72021: €0.8 million; year ended December 31, 2019: €0.92020: €0.7 million).
Director and Senior Management Share Awards
As part of its long term incentive initiatives, the Company has outstanding awards over 2,016,8552,699,157 ordinary shares granted to certain members of its management team (the “Management Share Awards”) as of the following four award dates:
| | | | January 1, 2016 Award | | January 1, 2017 Award | | January 1, 2018 Award | | January 1, 2019 Award | | January 1, 2020 Award | | January 1, 2021 Award | | Total | | January 1, 2018 Award | | January 1, 2019 Award | | January 1, 2020 Award | | January 1, 2021 Award | | January 1, 2022 Award | | Other Awards | | Total |
| Number of awards outstanding at January 1, 2021 | 1,041,953 | | | 819,873 | | | 446,575 | | | 159,561 | | | 710,438 | | | — | | | 3,178,400 | | |
| Number of awards outstanding at January 1, 2022 | | Number of awards outstanding at January 1, 2022 | 431,790 | | | 152,695 | | | 645,093 | | | 787,277 | | | — | | | — | | | 2,016,855 | |
| New awards granted in the period | New awards granted in the period | — | | | — | | | — | | | — | | | — | | | 820,202 | | | 820,202 | | New awards granted in the period | — | | | — | | | — | | | — | | | 964,518 | | | 176,000 | | | 1,140,518 | |
| Awards vested and issued in the period | Awards vested and issued in the period | (1,041,953) | | | (819,873) | | | — | | | — | | | — | | | — | | | (1,861,826) | | Awards vested and issued in the period | (237,800) | | | — | | | — | | | — | | | — | | | — | | | (237,800) | |
| Forfeitures in the period | Forfeitures in the period | — | | | — | | | (14,785) | | | (6,866) | | | (65,345) | | | (32,925) | | | (119,921) | | Forfeitures in the period | — | | | — | | | (46,920) | | | (103,728) | | | (69,768) | | | — | | | (220,416) | |
| Number of awards outstanding at December 31, 2021 | — | | | — | | | 431,790 | | | 152,695 | | | 645,093 | | | 787,277 | | | 2,016,855 | | |
| Number of awards outstanding at December 31, 2022 | | Number of awards outstanding at December 31, 2022 | 193,990 | | | 152,695 | | | 598,173 | | | 683,549 | | | 894,750 | | | 176,000 | | | 2,699,157 | |
The 2018 award has vesting conditions based on cumulative EBITDA performance over four years and Company share price performance over two years to five years. During 2021, the Compensation Committee of the Board of Directors amended the non-market condition targets for this award due to recent acquisitions, which did not increase its incremental fair value. The share price and EBITDA performance conditions for the 2018 award are weighted 50% each per performance target.
•For the 2018 award, for the share price target, the initial two-year period was through to January 1, 2020 and the subsequent three-year period is through to January 1, 2023.
•For the four-year cumulative EBITDA Performance Condition if satisfied, will vestvested on January 1, 2022.
For the 2019, 2020, 2021 and 20212022 awards, those grants have vesting conditions based on cumulative EBITDA performance, cumulative Net Sales and Company share price performance over three years. During 2021, the Compensation Committee of the Board of Directors amended the non-market condition targets for these awards due to recent acquisitions, which did not increase their incremental fair value. In addition, the 2020 award had a holding period of one-year that has been removed from the vesting period. The 2021 award was issued late in 2021 with a performance period starting January 1, 2021.
In September 2019, 166,427173,293 restricted share awards were granted as part of the 2019 Management Share Award. The performance period associated with the award began as of January 1, 2019. The 2019 awards have vesting conditions based on three-year cumulative EBITDA and net sales, and Company share price performance measures. One third of the total share award is assigned to each type of performance measure. All shares are subject to a holding period of an additional year and require that the participants to the scheme are still actively employed during the entire four year period, through January 1, 2023.
In January 2020, 761,979 restricted share awards were granted as part ofFor the 2020, 2021 and 2022 Management Share Award. The performance period associated withAwards, the award began on January 1, 2020. The Share awards will vest onupon the Company achieving a range of performance conditions including cumulative EBITDA, cumulative net sales and share price performance measures over a three-year period. The cumulative EBITDA and Cumulative Net Sales tranches of shares are equally weighted, being worth 37.5% of the total award each. The Company Share Price Tranche is worth 25% of the total award. Specific information on each grant is further included below.
In January 2020, 761,979 restricted share awards were granted as part of the 2020 Management Share Award. The performance period associated with the award began on January 1, 2020. All shares vest, subject to satisfaction of the award conditions, on January 1, 2023.
In late 2021, 820,202 restricted share awards were granted as part of the 2021 Management Share Award. The performance period associated with the award began on January 1, 2021. The Share awards will vest on the Company achieving a range of performance conditions including cumulative EBITDA, cumulative net sales, and Company share price performance measures over a three-year period. The cumulative EBITDA and Cumulative Net Sales tranches of shares are equally weighted, being worth 37.5% of the total award each. The Share Price Tranche is worth 25% of the total award. All shares vest, subject to satisfaction of the award conditions, on January 1, 2024.
In January 2019, 85,3152022, 1,140,518 restricted sharesshare awards were granted as part of the 20172022 Management Share Awards vested basedAward and two new restricted share award plans ("Other awards"). The performance period associated with the awards began either on share price performance, resulting in the issuance of 51,932 ordinaryJanuary 1, 2022 or January 1, 2023. All shares (net of 33,383 ordinary shares held back from issue by the Company as settlement towards personal tax liabilities arising on the vested ordinary shares).
In January 2020, 284,555 restricted shares granted as part of the 2016 Management Share Awards vested as a result of thevest, subject to satisfaction of a range of award conditions from January 2025 to January 2026, with the applicable Share Price Performance Condition (based on a share pricemajority of $22.37), resulting in the issuance of 163,816 ordinary shares vesting January 1, 2025, subject to participants in the LTIP (net of 120,739 ordinary shares held back from issue by thecertain Company as settlement towards personal tax liabilities arising on the vested ordinary shares).
In February 2020, 1,626,006 restricted shares granted as part of the 2016 Management Share Awards vested as a result of the satisfaction of the applicable Share Price Performance Condition (based on a share price of $19.53), resulting in the issuance of 928,042 ordinary shares to participants in the LTIP (net of 697,964 ordinary shares held back from issue by the Company as settlement towards personal tax liabilities arising on the vested ordinary shares).
In September 2020, 42,825 restricted shares granted as part of the 2018 Management Share Awards vested as a result of the satisfaction of the applicable Share Price Performance Condition (based on a share price of $25.30). Due to the timing of the vesting, the resulting issuance of 25,655 ordinary shares to participants in the LTIP (net of 17,170 ordinary shares held back from issue by the
Company as settlement towards personal tax liabilities arising on the vested ordinary shares) occurred in October 2020.performance conditions.
In January 2021, 1,041,953 restricted shares granted as part of the 2016 Management Share Awards vested as a result of the satisfaction of the applicable Share Price Performance Condition (based on a share price of $25.42), resulting in the issuance of 587,633 ordinary shares to participants in the LTIP (net of 454,320 ordinary shares held back from issue by the Company as settlement towards personal tax liabilities arising on the vested ordinary shares).
In January 2021, 368,154 restricted shares granted as part of the 2017 Management Share Awards vested as a result of the satisfaction of the applicable Share Price Performance Condition (based on a share price of $25.42), resulting in the issuance of 217,228 ordinary shares to participants in the LTIP (net of 150,926 ordinary shares held back from issue by the Company as settlement towards personal tax liabilities arising on the vested ordinary shares).
In February 2021, 451,719 restricted shares granted as part of the 2017 Management Share Awards vested as a result of the satisfaction of the applicable EBITDA Performance Condition (based on a share price of $25.89 at time of vesting), resulting in the issuance of 271,451 ordinary shares to participants in the LTIP (net of 180,268 ordinary shares held back from issue by the Company as settlement towards personal tax liabilities arising on the vested ordinary shares).
In March 2022, 237,800 restricted shares granted as part of the 2018 Management Share Awards vested as a result of the satisfaction of the applicable EBITDA Performance Condition (based on a share price of $25.17 at time of vesting), resulting in the issuance of 137,810 ordinary shares to participants in the LTIP (net of 99,990 ordinary shares held back from issue by the Company as settlement towards personal tax liabilities arising on the vested ordinary shares).
The stock compensation charge reported within the Consolidated Statement of Profit or Loss for the year ended December 31, 20212022 related to the director and senior management share awards is €4.3€7.5 million (year ended December 31, 2020: €8.32021: €4.3 million: year ended December 31, 2019: €14.02020: €8.3 million).
The Company calculates the cost of the Management Share Awards based upon their fair value using the Monte Carlo Model, which is considered to be the most appropriate methodology considering the restricted shares only vest once the market performance conditions have been satisfied.
The inputs and assumptions underlying the Monte Carlo models for all awards outstanding as of the valuation date are now as follows:
| | | | | | | | | | | | | | | | |
| | | January 1, 2018 award | January 1, 2019 award | January 1, 2020 award | January 1, 2021 award |
| Grant date price | | | $ | 16.72 | | $ | 20.15 | | $ | 22.37 | | $ | 25.42 | |
| Exercise price | | | $ | — | | $ | — | | $ | — | | $ | — | |
| Expected life of restricted share | | | 1.50 - 4.00 years | 4.00 years | 3.00 years | 3.00 years |
| Expected volatility of the share price | | | 22.7 | % | 24.0 | % | 24.4 | % | 30.0 | % |
| Dividend yield expected | | | — | % | — | % | — | % | — | % |
| Risk free rate | | | 2.55 | % | 1.33 | % | 1.70 | % | 0.24 | % |
| Employee exit rate | | | 14.0 | % | 14.0 | % | 27.3 | % | 14.0 | % |
| EBITDA Performance Target Condition | | | 35.0 | % | 35.0 | % | 35.0 | % | 35.0 | % |
| | | | | | | | | | | | | | | | | | | |
| | | January 1, 2018 award | January 1, 2019 award | January 1, 2020 award | January 1, 2021 award | January 1, 2022 award * |
| Grant date price | | | $ | 16.72 | | $ | 20.15 | | $ | 22.37 | | $ | 25.42 | | $ | 25.39 | |
| Exercise price | | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | |
| Expected life of restricted share | | | 1.50 - 4.00 years | 4.00 years | 4.00 years | 3.00 years | 3.00 years |
| Expected volatility of the share price | | | 22.7 | % | 24.0 | % | 24.4 | % | 30.0 | % | 28.0 | % |
| Dividend yield expected | | | — | % | — | % | — | % | — | % | — | % |
| Risk free rate | | | 2.55 | % | 1.33 | % | 1.70 | % | 0.24 | % | 1.15 | % |
| Employee exit rate | | | 14.0 | % | 14.0 | % | 27.3 | % | 14.0 | % | 14.0 | % |
| EBITDA Performance Target Condition | | | 35.0 | % | 35.0 | % | 35.0 | % | 35.0 | % | 35.0 | % |
| *Note: The table above does not include details on awards that only require continued employment over the vesting period and have only non-company wide specific performance conditions. |
| | | | | | | |
The expected volatility of the share price inputs above were estimated by referencing selected quoted companies which are considered to exhibit some degree of comparability with the Company, as the Company has only been listed for approximately six years.
Based on the latest assessments of fair value and the number of shares expected to vest, the total fair values in respect of the Restricted Shares are:
•2018 award - $1.6 million (€1.3 million)
•2019 award - $1.4 million (€1.2 million)
•2020 award - $4.8 million (€4.3 million)
•2021 award - $7.0 million (€5.8 million)
Initial Director Options•2022 award - $7.6 million (€6.6 million)
In 2014, certain Non-Executive Directors were granted options (“Initial Options”) to purchase a maximum of 125,000 Ordinary Shares at an exercise price of $11.50 per ordinary share. The•Other 2022 awards were valued at issuance and expensed during the two years ended April 1, 2016.
Throughout 2019, former Non-Executive Directors exercised 56,250 of the 125,000 initial options granted to them for €0.6 million.
In May 2020, former and current Non-Executive Directors were issued an aggregate of 49,196 shares (net of shares withheld for the settlement of taxes), exercising all the remaining initial options outstanding for €0.6 million.- $2.8 million (€2.4 million)
9) Directors and Key Management compensation
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31, 2019 | | | Year ended December 31, 2022 | | Year ended December 31, 2021 | | Year ended December 31, 2020 | |
| | €m | | €m | | €m | | | €m | | €m | | €m | |
| Short-term employee benefits | Short-term employee benefits | 2.2 | | | 3.9 | | | 2.8 | | | Short-term employee benefits | 1.8 | | | 2.2 | | | 3.9 | | |
| | Share-based payment expense | Share-based payment expense | 2.4 | | | 3.5 | | | 7.6 | | | Share-based payment expense | 3.5 | | | 2.4 | | | 3.5 | | |
| | Non-Executive Director fees | Non-Executive Director fees | 0.3 | | | 0.3 | | | 0.4 | | | Non-Executive Director fees | 0.3 | | | 0.3 | | | 0.3 | | |
| Total Directors' and executive officers' compensation | Total Directors' and executive officers' compensation | 4.9 | | | 7.7 | | | 10.8 | | | Total Directors' and executive officers' compensation | 5.6 | | | 4.9 | | | 7.7 | | |
All significant management decision making authority is vested within the Board of Directors and the executive team, therefore key management are considered to be the Directors and executive Officers.
| | | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, 2022 | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | | | | |
| Benefits are accruing to the following number of key management personnel under: | | | | | | | | | | |
| Defined contribution plans | 2 | | | 2 | | | 2 | | | | | | |
| Share based payment schemes | 2 | | | 2 | | | 2 | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31, 2019 | | | | | |
| Benefits are accruing to the following number of key management personnel under: | | | | | | | | | | |
| Defined contribution plans | 2 | | | 2 | | | 2 | | | | | | |
| Share based payment schemes | 2 | | | 2 | | | 2 | | | | | | |
10) Finance income and costs
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31, 2019 | | | Year ended December 31, 2022 | | Year ended December 31, 2021 | | Year ended December 31, 2020 | |
| | €m | | €m | | €m | | | €m | | €m | | €m | |
| Interest income | Interest income | | 0.1 | | | 0.7 | | | 2.5 | | | Interest income | | 0.6 | | | 0.1 | | | 0.7 | | |
| | Net financing gain recognized on refinancing debt (a) | | Net financing gain recognized on refinancing debt (a) | | 2.3 | | | — | | | — | | |
| Net foreign exchange gains on translation of financial assets and liabilities | Net foreign exchange gains on translation of financial assets and liabilities | | — | | | 4.0 | | | — | | | Net foreign exchange gains on translation of financial assets and liabilities | | 9.2 | | | — | | | 4.0 | | |
| Finance income | Finance income | | 0.1 | | | 4.7 | | | 2.5 | | | Finance income | | 12.1 | | | 0.1 | | | 4.7 | | |
| | Interest and finance charges paid/payable for lease liabilities and financial liabilities not at fair value through profit or loss (a) | | (59.8) | | | (64.0) | | | (79.0) | | | |
| Interest and finance charges paid/payable for lease liabilities and financial liabilities not at fair value through profit or loss (b) | | Interest and finance charges paid/payable for lease liabilities and financial liabilities not at fair value through profit or loss (b) | | (79.8) | | | (59.8) | | | (64.0) | | |
| Cross-currency interest rate swaps: cash flow hedges, transfer from equity | Cross-currency interest rate swaps: cash flow hedges, transfer from equity | | 1.6 | | | 5.9 | | | 21.8 | | | Cross-currency interest rate swaps: cash flow hedges, transfer from equity | | 18.8 | | | 1.6 | | | 5.9 | | |
| Net impairment loss on short-term investments | Net impairment loss on short-term investments | | (8.6) | | | — | | | — | | | Net impairment loss on short-term investments | | — | | | (8.6) | | | — | | |
| | Net pension interest costs | Net pension interest costs | | (1.7) | | | (2.7) | | | (3.8) | | | Net pension interest costs | | (2.8) | | | (1.7) | | | (2.7) | | |
| Amortization of borrowing costs | | (2.0) | | | (2.0) | | | (2.0) | | | |
| Amortization of debt discounts and borrowing costs | | Amortization of debt discounts and borrowing costs | | (2.7) | | | (2.0) | | | (2.0) | | |
| Net foreign exchange losses on translation of financial assets and liabilities | Net foreign exchange losses on translation of financial assets and liabilities | | (4.0) | | | — | | | (3.9) | | | Net foreign exchange losses on translation of financial assets and liabilities | | — | | | (4.0) | | | — | | |
| | Net fair value losses on derivatives held at fair value through profit or loss (b) | | (13.7) | | | (5.6) | | | (8.8) | | | |
| Financing costs incurred in amendment of terms of debt (c) | | (17.9) | | | — | | | — | | | |
| Net fair value losses on derivatives held at fair value through profit or loss (c) | | Net fair value losses on derivatives held at fair value through profit or loss (c) | | — | | | (13.7) | | | (5.6) | | |
| Financing costs incurred in amendment of terms of debt (d) | | Financing costs incurred in amendment of terms of debt (d) | | — | | | (17.9) | | | — | | |
| Finance costs | Finance costs | | (106.1) | | | (68.4) | | | (75.7) | | | Finance costs | | (66.5) | | | (106.1) | | | (68.4) | | |
| Net finance costs | Net finance costs | | (106.0) | | | (63.7) | | | (73.2) | | | Net finance costs | | (54.4) | | | (106.0) | | | (63.7) | | |
(a) Net income of €2.3 million has been recognized as a consequence of the refinancing on November 8, 2022, as disclosed in Note 21. Of this, income of €10.2 million relates to the recognition of deferred gains on cross currency interest rate swaps where the hedged cash flows are no longer expected to occur. This is offset in part by €2.3 million of associated expenses, a non-cash €4.3 million loss on settlement as well as a charge of €1.3 million from the write-off of deferred transaction costs.
(b) Includes the unwinding of discounting on lease liabilities.
(b)(c) Net fair value losses on derivatives held at fair value through profit or loss includesin 2021 included a one-off non-cash charge of €7.8 million for changes to cross currency interest rate swaps as disclosed in Note 34.21.
(c)(d) Charges of €17.9 million have been recognized as a consequence of the refinancing in June 2021, as disclosed in Note 34.21. Of this, €10.1 million relates to the extinguishment of the previous debts, including the write-off of deferred transaction costs.
11) Taxation
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31,
2019 | | | Year ended December 31, 2022 | | Year ended December 31, 2021 | | Year ended December 31,
2020 | |
| | Note | | €m | | €m | | €m | | | Note | | €m | | €m | | €m | |
| Current tax expense | Current tax expense | | | | | | | | | Current tax expense | | | | | | | | |
| Current tax on profits for the period | Current tax on profits for the period | | (117.5) | | | (44.8) | | | (66.4) | | | Current tax on profits for the period | | (69.9) | | | (117.5) | | | (44.8) | | |
| Adjustments in respect of prior periods | Adjustments in respect of prior periods | | 0.6 | | | (7.6) | | | — | | | Adjustments in respect of prior periods | | 5.8 | | | 0.6 | | | (7.6) | | |
| | (116.9) | | | (52.4) | | | (66.4) | | | | (64.1) | | | (116.9) | | | (52.4) | | |
| Deferred tax benefit/(expense) | Deferred tax benefit/(expense) | | | Deferred tax benefit/(expense) | | |
| Origination and reversal of temporary differences | Origination and reversal of temporary differences | | 116.3 | | | (1.2) | | | 9.7 | | | Origination and reversal of temporary differences | | (4.4) | | | 116.3 | | | (1.2) | | |
| Impact of change in tax rates | Impact of change in tax rates | | (55.1) | | | (16.8) | | | — | | | Impact of change in tax rates | | (2.7) | | | (55.1) | | | (16.8) | | |
| | 16 | | 61.2 | | | (18.0) | | | 9.7 | | | | 16 | | (7.1) | | | 61.2 | | | (18.0) | | |
| Total tax expense | Total tax expense | | (55.7) | | | (70.4) | | | (56.7) | | | Total tax expense | | (71.2) | | | (55.7) | | | (70.4) | | |
Reconciliation of effective tax rate:
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31,
2019 | | | Year ended December 31, 2022 | | Year ended December 31, 2021 | | Year ended December 31,
2020 | |
| | €m | | €m | | €m | | | €m | | €m | | €m | |
| Profit before tax | Profit before tax | 236.7 | | | 295.5 | | | 210.3 | | | Profit before tax | 321.0 | | | 236.7 | | | 295.5 | | |
| Tax charge at the standard UK corporation tax rate 19% (2020: 19%; 2019: 19%) | (45.0) | | | (56.1) | | | (39.9) | | | |
| Tax charge at the standard UK corporation tax rate 19% (2021: 19%; 2020: 19%) | | Tax charge at the standard UK corporation tax rate 19% (2021: 19%; 2020: 19%) | (61.0) | | | (45.0) | | | (56.1) | | |
| Difference in tax rates | Difference in tax rates | 22.7 | | | (18.2) | | | (11.9) | | | Difference in tax rates | (16.3) | | | 22.7 | | | (18.2) | | |
| Non tax deductible interest | Non tax deductible interest | 0.1 | | | (0.1) | | | 0.6 | | | Non tax deductible interest | (0.2) | | | 0.1 | | | (0.1) | | |
| Other income and expenses not taxable or deductible | Other income and expenses not taxable or deductible | 2.5 | | | (0.8) | | | (1.2) | | | Other income and expenses not taxable or deductible | (3.1) | | | 2.5 | | | (0.8) | | |
| Unrecognized tax assets | Unrecognized tax assets | (1.5) | | | (6.3) | | | (0.9) | | | Unrecognized tax assets | (2.5) | | | (1.5) | | | (6.3) | | |
| Provisions for uncertainties | Provisions for uncertainties | (52.5) | | | 35.5 | | | (3.4) | | | Provisions for uncertainties | 8.8 | | | (52.5) | | | 35.5 | | |
| Impact of change in tax rates | Impact of change in tax rates | (55.1) | | | (16.8) | | | — | | | Impact of change in tax rates | (2.7) | | | (55.1) | | | (16.8) | | |
| Change in tax base of assets due to step-up | Change in tax base of assets due to step-up | 72.5 | | | — | | | — | | | Change in tax base of assets due to step-up | — | | | 72.5 | | | — | | |
| Prior period adjustment | Prior period adjustment | 0.6 | | | (7.6) | | | — | | | Prior period adjustment | 5.8 | | | 0.6 | | | (7.6) | | |
| Total tax expense | Total tax expense | (55.7) | | | (70.4) | | | (56.7) | | | Total tax expense | (71.2) | | | (55.7) | | | (70.4) | | |
Effective tax rates
The Company is resident in the United Kingdom for tax purposes. The effective tax rate for the year ended December 31, 20212022 was 23.5%22.2% (year ended December 31, 2020: 23.8%2021: 23.5%). The change is principally caused by the release ofmovements in provisions for uncertain tax positions, in relation to exposures that are now time barred, offset in partand by the impact of a change in tax rates on deferred tax assets and liabilities.one-off items affecting 2021.
The Company operates in many different jurisdictions and in some of these, certain matters are under discussion with local tax authorities. These discussions are often complex and can take many years to resolve, and are in different stages with respect to assessments appeals and refunds. The Company actively seeks to manage the associated risks by proactively engaging with tax authorities and applying for Advanced Pricing Agreements where appropriate. AccrualsProvisions for uncertain tax contingenciespositions 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 judgments. Given the inherent uncertainties in assessing the outcomes of these exposures (which can sometimes be binary in nature), the Company could, in future years, experience adjustments to this provision, including releases of provisions when those exposures become time-barred.
Notwithstanding this, 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. As of December 31, 2022, the current tax payable of €183.0 million and deferred tax assets of €100.4 million includes provisions for uncertain tax positions of €152.9 million. As of December 31, 2021, the current tax payable of €198.5m€198.5 million and deferred tax assets of €128.3m includes provisions for tax uncertainties€128.3 million of €163.4m. As of December 31, 2020, the current tax payable of €166.2m and deferred tax assets of €113.5m included provisions for uncertain tax uncertaintiespositions of €103.9m.€163.4 million.
The UK government announced an increase in the standard rate of corporation tax from 19% for 2021 (2020:2022 (2021: 19%) to 25% effective from April 1, 2023, substantively enacted on May 24, 2021. The increase gave rise to a substantial one-off deferred tax expense which is offset in part by a deferred tax benefit from the implementation of certain arrangements benefiting from one-off government incentives and other tax incentives.2021. The financial statements for the year ended December 31, 2020 were prepared using the substantively enacted rate of corporation tax of 19%.
The tax (benefit)/expense relating to components of other comprehensive income is as follows:
| | | | Before
tax | | Tax
charge | | After tax |
| Year ended December 31, 2022 | | Year ended December 31, 2022 | Note | | €m | | €m | | €m |
| Remeasurement of post-employment benefit liabilities | | Remeasurement of post-employment benefit liabilities | | | (108.1) | | | 26.1 | | | (82.0) | |
| Net investment hedge | | Net investment hedge | | 15.8 | | | — | | | 15.8 | |
| Cash flow hedges | | Cash flow hedges | | (67.8) | | | 3.3 | | | (64.5) | |
| Other comprehensive (income)/loss | | Other comprehensive (income)/loss | | (160.1) | | | 29.4 | | | (130.7) | |
| Current tax | | Current tax | | | | — | | | |
| Deferred tax | | Deferred tax | 16 | | 29.4 | | |
| | | | | | | | | | | | | | | | | | | | | | 29.4 | | |
| | Before
tax | | Tax
charge | | After tax | | Before
tax | | Tax benefit | | After tax |
| Year ended December 31, 2021 | Year ended December 31, 2021 | Note | | €m | | €m | | €m | Year ended December 31, 2021 | Note | | €m | | €m | | €m |
| Remeasurement of post-employment benefit liabilities | Remeasurement of post-employment benefit liabilities | | | (36.1) | | | 10.2 | | | (25.9) | | Remeasurement of post-employment benefit liabilities | | | (36.1) | | | 10.2 | | | (25.9) | |
| Net investment hedge | Net investment hedge | | (18.8) | | | — | | | (18.8) | | Net investment hedge | | (18.8) | | | — | | | (18.8) | |
| Cash flow hedges | Cash flow hedges | | (22.6) | | | 13.6 | | | (9.0) | | Cash flow hedges | | (22.6) | | | 13.6 | | | (9.0) | |
| Other comprehensive (income)/loss | Other comprehensive (income)/loss | | (77.5) | | | 23.8 | | | (53.7) | | Other comprehensive (income)/loss | | (77.5) | | | 23.8 | | | (53.7) | |
| Current tax | Current tax | | | | — | | | | Current tax | | | | — | | | |
| Deferred tax | Deferred tax | 16 | | 23.8 | | | Deferred tax | 16 | | 23.8 | | |
| | 23.8 | | | | 23.8 | | |
| | Before
tax | | Tax benefit | | After tax | | Before
tax | | Tax
benefit | | After tax |
| Year ended December 31, 2020 | Year ended December 31, 2020 | Note | | €m | | €m | | €m | Year ended December 31, 2020 | | €m | | €m | | €m |
| Remeasurement of post-employment benefit liabilities | Remeasurement of post-employment benefit liabilities | | | 27.8 | | | (8.3) | | | 19.5 | | Remeasurement of post-employment benefit liabilities | | | 27.8 | | | (8.3) | | | 19.5 | |
| Net investment hedge | Net investment hedge | | 10.1 | | | — | | | 10.1 | | Net investment hedge | | 10.1 | | | — | | | 10.1 | |
| Cash flow hedges | Cash flow hedges | | 17.3 | | | (6.0) | | | 11.3 | | Cash flow hedges | | 17.3 | | | (6.0) | | | 11.3 | |
| Other comprehensive loss/(income) | Other comprehensive loss/(income) | | 55.2 | | | (14.3) | | | 40.9 | | Other comprehensive loss/(income) | | 55.2 | | | (14.3) | | | 40.9 | |
| Current tax | Current tax | | | | — | | | | Current tax | | | | — | | | |
| Deferred tax | Deferred tax | 16 | | (14.3) | | | Deferred tax | | (14.3) | | |
| | (14.3) | | | | (14.3) | | |
| Before
tax | | Tax
benefit | | After tax | |
| Year ended December 31, 2019 | | €m | | €m | | €m | |
| Remeasurement of post-employment benefit liabilities | | | 35.9 | | | (6.7) | | | 29.2 | | |
| Net investment hedge | | (6.0) | | | — | | | (6.0) | | |
| Cash flow hedges | | 27.3 | | | (5.6) | | | 21.7 | | |
| Other comprehensive loss/(income) | | 57.2 | | | (12.3) | | | 44.9 | | |
| Current tax | | | | — | | | | |
| Deferred tax | | (12.3) | | | |
| (12.3) | | | |
Amounts recognized directly in equity
Aggregate current and deferred tax arising in the reporting period and not recognized in net profit or loss or other comprehensive income but directly credited to equity. These relates to the payment of employer taxes on shares issued under management share awards.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Year ended December 31, 2022 | | Year ended December 31, 2021 | | Year ended December 31,
2020 | | | | | |
| | | €m | | €m | | €m | | | | | |
| Current tax benefit | | | 0.3 | | | — | | | — | | | | | | |
| Deferred tax benefit | | | 2.0 | | | — | | | — | | | | | | |
| | | 2.3 | | | — | | | — | | | | | | |
12) Property, plant and equipment
| | | December 31, 2021 | | December 31, 2020 | | December 31, 2022 | | December 31, 2021 |
| | €m | | €m | | €m | | €m |
| Owned property, plant and equipment (i) | Owned property, plant and equipment (i) | 489.2 | | | 373.2 | | Owned property, plant and equipment (i) | 493.9 | | | 489.2 | |
| Right-of-use assets (ii) | Right-of-use assets (ii) | 60.2 | | | 49.0 | | Right-of-use assets (ii) | 49.0 | | | 60.2 | |
| Property, plant and equipment | Property, plant and equipment | 549.4 | | | 422.2 | | Property, plant and equipment | 542.9 | | | 549.4 | |
(i) Owned property, plant and equipment
| | | Land and
buildings | | Plant and
equipment | | Computer
equipment | | Total | | Land and
buildings | | Plant and
equipment | | Computer
equipment | | Total |
| | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m |
| Cost | Cost | | Cost | |
| Balance at December 31, 2019 | 156.2 | | | 331.9 | | | 13.8 | | | 501.9 | | |
| Acquisitions through business combinations | 5.1 | | | 3.5 | | | — | | | 8.6 | | |
| Additions | 6.8 | | | 54.6 | | | 2.1 | | | 63.5 | | |
| | Disposals | (0.1) | | | (2.6) | | | (0.3) | | | (3.0) | | |
| Effect of movements in foreign exchange | (2.7) | | | (11.3) | | | (0.3) | | | (14.3) | | |
| Balance at December 31, 2020 | Balance at December 31, 2020 | 165.3 | | | 376.1 | | | 15.3 | | | 556.7 | | Balance at December 31, 2020 | 165.3 | | | 376.1 | | | 15.3 | | | 556.7 | |
| Acquisitions through business combinations | Acquisitions through business combinations | 30.5 | | | 45.0 | | | 0.5 | | | 76.0 | | Acquisitions through business combinations | 30.5 | | | 45.0 | | | 0.5 | | | 76.0 | |
| Additions | Additions | 14.8 | | | 62.8 | | | 3.5 | | | 81.1 | | Additions | 14.8 | | | 62.8 | | | 3.5 | | | 81.1 | |
| | Disposals | Disposals | (0.1) | | | (5.9) | | | — | | | (6.0) | | Disposals | (0.1) | | | (5.9) | | | — | | | (6.0) | |
| Effect of movements in foreign exchange | Effect of movements in foreign exchange | 6.2 | | | 16.2 | | | 0.4 | | | 22.8 | | Effect of movements in foreign exchange | 6.2 | | | 16.2 | | | 0.4 | | | 22.8 | |
| Balance at December 31, 2021 | Balance at December 31, 2021 | 216.7 | | | 494.2 | | | 19.7 | | | 730.6 | | Balance at December 31, 2021 | 216.7 | | | 494.2 | | | 19.7 | | | 730.6 | |
| Accumulated depreciation and impairment | | | | | | | | |
| Balance at December 31, 2019 | 23.0 | | | 125.0 | | | 3.9 | | | 151.9 | | |
| Depreciation | 7.6 | | | 33.5 | | | 3.0 | | | 44.1 | | |
| | Additions | | Additions | 13.6 | | | 57.0 | | | 1.8 | | | 72.4 | |
| Transfer to intangible assets (note 13) | | Transfer to intangible assets (note 13) | — | | | — | | | (1.7) | | | (1.7) | |
| Disposals | Disposals | — | | | (1.8) | | | (0.3) | | | (2.1) | | Disposals | (0.1) | | | (5.3) | | | (5.6) | | | (11.0) | |
| Effect of movements in foreign exchange | Effect of movements in foreign exchange | (1.4) | | | (8.6) | | | (0.4) | | | (10.4) | | Effect of movements in foreign exchange | (4.2) | | | (17.3) | | | — | | | (21.5) | |
| Balance at December 31, 2022 | | Balance at December 31, 2022 | 226.0 | | | 528.6 | | | 14.2 | | | 768.8 | |
| Accumulated depreciation and impairment | | Accumulated depreciation and impairment | | | | | | | |
| Balance at December 31, 2020 | Balance at December 31, 2020 | 29.2 | | | 148.1 | | | 6.2 | | | 183.5 | | Balance at December 31, 2020 | 29.2 | | | 148.1 | | | 6.2 | | | 183.5 | |
| Depreciation | Depreciation | 8.4 | | | 35.4 | | | 3.0 | | | 46.8 | | Depreciation | 8.4 | | | 35.4 | | | 3.0 | | | 46.8 | |
| | Disposals | Disposals | — | | | (4.8) | | | — | | | (4.8) | | Disposals | — | | | (4.8) | | | — | | | (4.8) | |
| Effect of movements in foreign exchange | Effect of movements in foreign exchange | 2.9 | | | 12.6 | | | 0.4 | | | 15.9 | | Effect of movements in foreign exchange | 2.9 | | | 12.6 | | | 0.4 | | | 15.9 | |
| Balance at December 31, 2021 | Balance at December 31, 2021 | 40.5 | | | 191.3 | | | 9.6 | | | 241.4 | | Balance at December 31, 2021 | 40.5 | | | 191.3 | | | 9.6 | | | 241.4 | |
| Net book value December 31, 2019 | 133.2 | | | 206.9 | | | 9.9 | | | 350.0 | | |
| Depreciation | | Depreciation | 10.3 | | | 44.3 | | | 3.1 | | | 57.7 | |
| | Transfer to intangible assets (note 13) | | Transfer to intangible assets (note 13) | — | | | — | | | (0.1) | | | (0.1) | |
| Disposals | | Disposals | — | | | (4.6) | | | (5.6) | | | (10.2) | |
| Effect of movements in foreign exchange | | Effect of movements in foreign exchange | (2.2) | | | (11.5) | | | (0.2) | | | (13.9) | |
| Balance at December 31, 2022 | | Balance at December 31, 2022 | 48.6 | | | 219.5 | | | 6.8 | | | 274.9 | |
| Net book value December 31, 2020 | Net book value December 31, 2020 | 136.1 | | | 228.0 | | | 9.1 | | | 373.2 | | Net book value December 31, 2020 | 136.1 | | | 228.0 | | | 9.1 | | | 373.2 | |
| Balance at December 31, 2021 | 176.2 | | | 302.9 | | | 10.1 | | | 489.2 | | |
| Net book value December 31, 2021 | | Net book value December 31, 2021 | 176.2 | | | 302.9 | | | 10.1 | | | 489.2 | |
| Balance at December 31, 2022 | | Balance at December 31, 2022 | 177.4 | | | 309.1 | | | 7.4 | | | 493.9 | |
Assets under construction
Additions for the year ended December 31, 20212022 include assets under construction of €40.5€31.0 million (year ended December 31, 2020: €24.52021: €40.5 million).
Security
Borrowings have been provided by a syndicate of third party lenders under the terms of the Senior Facilities Agreement, (the “Syndicate”). Together with the holders of the Senior Secured Notes (the "Bond issue"), the Syndicate has security over the assets of the "Guarantor Group". The "Guarantor Group" consists of those companies which individually have more than 5% of consolidated total assets or EBITDA (subject to, and as defined in the Senior Facilities Agreement) of the Company and in total comprise more than 80% of consolidated total assets or EBITDA at any testing date.
(ii) Right-of-use assets
| | | December 31, 2021 | | December 31, 2020 | | December 31, 2022 | | December 31, 2021 |
| | €m | | €m | | €m | | €m |
| Net book value | Net book value | | | | Net book value | | | |
| Land and Buildings | Land and Buildings | 44.8 | | | 38.5 | | Land and Buildings | 35.0 | | | 44.8 | |
| Plant and equipment and motor vehicles | Plant and equipment and motor vehicles | 15.3 | | | 10.3 | | Plant and equipment and motor vehicles | 13.9 | | | 15.3 | |
| Computer equipment | Computer equipment | 0.1 | | | 0.2 | | Computer equipment | 0.1 | | | 0.1 | |
| Right-of-use assets | Right-of-use assets | 60.2 | | | 49.0 | | Right-of-use assets | 49.0 | | | 60.2 | |
Additions to right-of-use assets during the year ended December 31, 20212022 were €8.1€10.8 million. A further €19.0 million of additions were acquired through business combinations.
Lease liabilities are included within loans and borrowings in Note 21. Interest on lease liabilities is presented as a finance cost in Note 10. Payments of lease liabilities are included as a financing activity within the Statement of Cash Flows.
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31, 2019 | | | Year ended December 31, 2022 | | Year ended December 31, 2021 | | Year ended December 31, 2020 | |
| | €m | | €m | | €m | | | €m | | €m | | €m | |
| Depreciation | Depreciation | | | | | | | Depreciation | | | | | | |
| Land and Buildings | Land and Buildings | 10.9 | | | 10.6 | | | 10.7 | | | Land and Buildings | 15.2 | | | 10.9 | | | 10.6 | | |
| Plant and equipment and motor vehicles | Plant and equipment and motor vehicles | 5.5 | | | 4.9 | | | 5.2 | | | Plant and equipment and motor vehicles | 6.8 | | | 5.5 | | | 4.9 | | |
| Computer equipment | Computer equipment | 0.2 | | | 0.2 | | | 0.2 | | | Computer equipment | 0.1 | | | 0.2 | | | 0.2 | | |
| Depreciation expense of right-of-use assets | Depreciation expense of right-of-use assets | 16.6 | | | 15.7 | | | 16.1 | | | Depreciation expense of right-of-use assets | 22.1 | | | 16.6 | | | 15.7 | | |
13) Goodwill and Intangibles
| | | Goodwill | | Brands | | Computer
software | | Customer
relationships | | | Total | | Goodwill | | Brands | | Computer
software | | Customer
relationships | | | Total |
| | €m | | €m | | €m | | €m | | | €m | | €m | | €m | | €m | | €m | | | €m |
| Cost | Cost | | | | Cost | | | |
| Balance at December 31, 2019 | 1,862.9 | | | 2,051.1 | | | 29.8 | | | 31.0 | | | | 3,974.8 | | |
| Acquisitions through business combinations (restated) | 40.1 | | | 66.0 | | | 0.1 | | | — | | | | 106.2 | | |
| Balance at December 31, 2020 | | Balance at December 31, 2020 | 1,902.5 | | | 2,122.4 | | | 39.0 | | | 31.0 | | | | 4,094.9 | |
| Acquisitions through business combinations | | Acquisitions through business combinations | 192.6 | | | 296.5 | | | 1.1 | | | 4.3 | | | | 494.5 | |
| Additions | Additions | — | | | — | | | 8.8 | | | — | | | | 8.8 | | Additions | — | | | — | | | 5.8 | | | — | | | | 5.8 | |
| | Disposals | | Disposals | — | | | — | | | (2.5) | | | — | | | | (2.5) | |
| Effect of movements in foreign exchange | Effect of movements in foreign exchange | (0.5) | | | 5.3 | | | 0.3 | | | — | | | | 5.1 | | Effect of movements in foreign exchange | 4.3 | | | 3.2 | | | (0.5) | | | — | | | | 7.0 | |
| Balance at December 31, 2020 (restated) | 1,902.5 | | | 2,122.4 | | | 39.0 | | | 31.0 | | | | 4,094.9 | | |
| Balance at December 31, 2021 | | Balance at December 31, 2021 | 2,099.4 | | | 2,422.1 | | | 42.9 | | | 35.3 | | | | 4,599.7 | |
| Acquisitions through business combinations | Acquisitions through business combinations | 192.6 | | | 296.5 | | | 1.1 | | | 4.3 | | | | 494.5 | | Acquisitions through business combinations | 2.0 | | | — | | | — | | | — | | | | 2.0 | |
| Additions | Additions | — | | | — | | | 5.8 | | | — | | | | 5.8 | | Additions | — | | | — | | | 11.3 | | | — | | | | 11.3 | |
| | Transfer from property, plant and equipment (note 12) | | Transfer from property, plant and equipment (note 12) | — | | | — | | | 1.7 | | | — | | | | 1.7 | |
| Disposals | Disposals | — | | | — | | | (2.5) | | | — | | | | (2.5) | | Disposals | — | | | — | | | (0.1) | | | — | | | | (0.1) | |
| Effect of movements in foreign exchange | Effect of movements in foreign exchange | 4.3 | | | 3.2 | | | (0.5) | | | — | | | | 7.0 | | Effect of movements in foreign exchange | 0.2 | | | 3.5 | | | (0.3) | | | — | | | | 3.4 | |
| Balance at December 31, 2021 | 2,099.4 | | | 2,422.1 | | | 42.9 | | | 35.3 | | | | 4,599.7 | | |
| Balance at December 31, 2022 | | Balance at December 31, 2022 | 2,101.6 | | | 2,425.6 | | | 55.5 | | | 35.3 | | | | 4,618.0 | |
| | | Goodwill | | Brands | | Computer
software | | Customer
relationships | | | Total | | Goodwill | | Brands | | Computer
software | | Customer
relationships | | | Total |
| | €m | | €m | | €m | | €m | | | €m | | €m | | €m | | €m | | €m | | | €m |
| Accumulated amortization and impairment | Accumulated amortization and impairment | | | | Accumulated amortization and impairment | | | |
| Balance at December 31, 2019 | — | | | 4.4 | | | 15.2 | | | 9.2 | | | | 28.8 | | |
| Amortization | — | | | 1.2 | | | 4.4 | | | 2.2 | | | | 7.8 | | |
| Effect of movements in foreign exchange | — | | | — | | | 0.1 | | | — | | | | 0.1 | | |
| Balance at December 31, 2020 | Balance at December 31, 2020 | — | | | 5.6 | | | 19.7 | | | 11.4 | | | | 36.7 | | Balance at December 31, 2020 | — | | | 5.6 | | | 19.7 | | | 11.4 | | | | 36.7 | |
| Amortization | Amortization | — | | | 1.2 | | | 4.6 | | | 2.4 | | | | 8.2 | | Amortization | — | | | 1.2 | | | 4.6 | | | 2.4 | | | | 8.2 | |
| Impairment | Impairment | — | | | — | | | 1.7 | | | — | | | | 1.7 | | Impairment | — | | | — | | | 1.7 | | | — | | | | 1.7 | |
| Disposals | Disposals | — | | | — | | | (1.7) | | | — | | | | (1.7) | | Disposals | — | | | — | | | (1.7) | | | — | | | | (1.7) | |
| Effect of movements in foreign exchange | Effect of movements in foreign exchange | — | | | — | | | (0.3) | | | — | | | | (0.3) | | Effect of movements in foreign exchange | — | | | — | | | (0.3) | | | — | | | | (0.3) | |
| Balance at December 31, 2021 | Balance at December 31, 2021 | — | | | 6.8 | | | 24.0 | | | 13.8 | | | | 44.6 | | Balance at December 31, 2021 | — | | | 6.8 | | | 24.0 | | | 13.8 | | | | 44.6 | |
| Net book value December 31, 2019 | 1,862.9 | | | 2,046.7 | | | 14.6 | | | 21.8 | | | | 3,946.0 | | |
| Net book value December 31, 2020 (restated) | 1,902.5 | | | 2,116.8 | | | 19.3 | | | 19.6 | | | | 4,058.2 | | |
| Amortization | | Amortization | — | | | 1.1 | | | 5.1 | | | 2.6 | | | | 8.8 | |
| Impairment | | Impairment | — | | | — | | | — | | | 5.8 | | | | 5.8 | |
| Transfer from property, plant and equipment (note 12) | | Transfer from property, plant and equipment (note 12) | — | | | — | | | 0.1 | | | — | | | | 0.1 | |
| Disposals | | Disposals | — | | | — | | | (0.1) | | | — | | | | (0.1) | |
| Effect of movements in foreign exchange | | Effect of movements in foreign exchange | — | | | — | | | (0.4) | | | — | | | | (0.4) | |
| Balance at December 31, 2022 | | Balance at December 31, 2022 | — | | | 7.9 | | | 28.7 | | | 22.2 | | | | 58.8 | |
| Net book value December 31, 2020 | | Net book value December 31, 2020 | 1,902.5 | | | 2,116.8 | | | 19.3 | | | 19.6 | | | | 4,058.2 | |
| Net book value December 31, 2021 | Net book value December 31, 2021 | 2,099.4 | | | 2,415.3 | | | 18.9 | | | 21.5 | | | | 4,555.1 | | Net book value December 31, 2021 | 2,099.4 | | | 2,415.3 | | | 18.9 | | | 21.5 | | | | 4,555.1 | |
| Net book value December 31, 2022 | | Net book value December 31, 2022 | 2,101.6 | | | 2,417.7 | | | 26.8 | | | 13.1 | | | | 4,559.2 | |
As disclosed in Note 14 "Acquisitions", valuesValues for the year ended December 31, 2020 have beenwere restated in the year ended December 31, 2021 for fair value adjustments related to the Findus Switzerland acquisition.
Amortization and impairment of €9.9€8.8 million (December 31, 2020: €7.82021: €8.2 million; December 31, 2019: €8.62020: €7.8 million) is included in ‘other operating expenses’ in the Consolidated Statement of Profit or Loss. Impairment of customer relationships of €5.8 million (December 31, 2021: impairment of computer software of €1.7 million; December 31, 2020: nil) is included in exceptional items in the Consolidated Statement of Profit or Loss.
Goodwill is initially recognized based on the accounting policy for goodwill (see note 3.5) and is subsequently measured at cost less amounts provided for impairment.
The Company’s goodwill and indefinite life brand and customer relationships values haveof €2,416.4 million.have been allocated to a level no larger than the identified operating segment. This represents the lowest level within the Group at which the goodwill is monitored for internal management purposes. As required by IAS 36 'Impairment of Assets', an annual review of the carrying amount of the goodwill and the indefinite life brands is carried out to identify whether there is any impairment to thesethe carrying values. ThisThe review is done by means ofperformed using the discounted cash flows model whereby a comparison of the carrying
values to the value in use is made. Impairment is identified by comparing the value in use of the CGU. Value in useFrozen segment, being the level at which Goodwill is calculated as the net present value of the projected risk-adjusted cash flows of each CGU.
monitored, to its carrying value.Key assumptions
The values for the key assumptions relating to the annual review of the carrying amount of goodwill and indefinite life brands were arrived at by taking into consideration detailed historical information and comparison to external sources where appropriate, such as market rates for discount factors.
•Budgeted cash flows: the calculation of value in use has been based on the cash flow forecasts by management for 20222023 to 2025. The trends in these forecasts have been extrapolated to produce a forecast cash flow for 2026.2027. Beyond 20262027 the same assumptions have been applied for future periods in the absence of longer term detailed forecasts. These plans have been prepared and approved by management, and incorporate past performance of the entities acquired in the period, historical growth rates and projections of developments in key markets.
•Revenue: projected revenues are built up with reference to markets and product platforms. They incorporate past performance, historical growth rates and projections of developments in key markets.
•Future cash flows make assumptions over consumers' responses to price increases which are inherently less predictable in times of high inflation. Specific risks regarding considered are set out in Item 3D: Key Information - Risk Factors.
•In relation to the ongoing conflict in Ukraine, management assume that there are no further material changes to economic sanctions and tariffs impacting the availability and cost of raw materials and resources. Specific risks regarding the conflict are set out in Item 3D: Key Information - Risk Factors.
•Future cash flows are dependent on the outcome of ongoing negotiations over regulations in place governing the import and export of goods between the UK and the European Union which continue to be in a state of transition. Management assumes that the outcome of these does not place a materially greater cost and administrative burden on the Company.
•The impact of climate change on future cash flows has been considered in future cash flows. Specific risks considered are set out in Item 3D: Key Information - Risk Factors.
•Profit margins: projected margins reflect historical performance, adjusted to account forwhich incorporate the impact of recent volatility such as the impacta result of COVID-19.
•Capital expenditure forecast reflects expected expenditure requirements and includes an allowance for the replacement of leased right-of-use assets.
•Discount rate: a pre-tax discount rate of 8.3% (2021: 6.4% (2020: 5.8%) was applied to the cash flows. This discount rate has been calculated using a capital asset pricing model using observable market data includingfor comparable companies as well as the share price of Nomad Foods Limited.
•Long-term growth rates: the growth rate used in the testing after the detailed forecasting period was 1.0% (2020:(2021: 1.0%). These rates do not reflect the long-term assumptions used by the Company for investment planning.planning and exclude expectations of future inflation.
Sensitivity to changes in assumptions
Impairment was not required at either December 31, 2021,2022, or December 31, 2020.2021. In each case the valuations derived from the discounted cash flow model indicate a sufficient amount of headroom for which any reasonably possible change to key assumptions is unlikely to result in an impairment of the related goodwill.goodwill or indefinite-lived intangible assets.
14) Acquisitions
(a) Findus Switzerland
On December 31, 2020, the Company completed its acquisition of all of the share capital of Findus Switzerland for total cash consideration of €112.8 million, which produces and sells frozen food in Switzerland. 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 its 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 has been made to the seller in 2021.
The final assessment of the assets and 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 | |
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.
Restatement of prior year comparatives
The acquisition accounting was completed in 2021. As IFRS 3 requires fair value adjustments to be recorded with effect from the date of acquisition, this requires 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 | |
(b) Fortenova Acquisition
On September 30, 2021, the Company announced the completion of the acquisition of the Fortenova Group’s Frozen Food Business Group (FFBG) for total cash consideration of €640.1 million, subject to customary completion payment conditions.€641.6 million. FFBG is a leading European frozen food portfolio operating in attractive markets new to Nomad, including Croatia, Serbia, Bosnia & Herzegovina, Hungary, Slovenia, Kosovo, North Macedonia and Montenegro. Its two anchor brands, Ledo and Frikom, have unparalleled consumer awareness and number one market share in many of these markets and offer a broad range of frozen food products including fish, fruits, vegetables, ready meals, pastry and ice cream.
The preliminaryconsideration included cash paid as well as contingent consideration due which has been reassessed in the year, which has increased the overall consideration by €1.5 million compared to that reported as at December 31,
2021, with a corresponding increase in goodwill. Given the magnitude of the change we have elected not to restate the comparative values presented. Contingent consideration remaining is payable on the recovery of some ringfenced assets and has been recognized to the extent management believes they will be recoverable. During the year an adjustment has also been made in relation to the value of assets acquired, whereby trade and other receivables has been reduced by €0.6 million with a corresponding increase in goodwill. The assessment of the values ofover the assets and liabilities at the date of acquisition and the consideration paid has been completed and is as follows:
| | | | | | | | | |
| As reported September 30, 2021 | | | | |
| €m | | | | |
| Assets: | | | | | |
| Intangible assets | 301.9 | | | | | |
| Property, plant and equipment, including Right-of-use assets | 95.0 | | | | | |
| Trade and other receivables | 71.771.1 | | | | | |
| Cash | 43.6 | | | | | |
| Inventories | 46.9 | | | | | |
| Deferred taxes | 14.8 | | | | | |
| Total assets | 573.9573.3 | | | | | |
| | | | | |
| Liabilities: | | | | | |
| Current liabilities | 62.1 | | | | | |
| Non-current liabilities | 16.6 | | | | | |
| Deferred taxes | 47.7 | | | | | |
| Total liabilities | 126.4 | | | | | |
| | | | | |
| Total identifiable net assets acquired | 447.5446.9 | | | | | |
| | | | | |
| Total purchase consideration | 640.1641.6 | | | | | |
| | | | | |
| Total identifiable net assets acquired | (447.5)(446.9) | | | | | |
| | | | | |
| Goodwill | 192.6194.7 | | | | | |
The preliminary goodwill recognized on acquisition is €192.6€194.7 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 is identified, then the accounting for the acquisition will be revised.
(c) Impact of acquisitions on financial statements
Acquisition related costs of €12.9 million (2020: €4.8 million) are recognized as an expense in other operating expenses.
If the Fortenova Acquisition had occurred on January 1, 2021, management estimates that the combined Company would have revenue of €2,851.7 million and profit before tax of €279.9 million for the year ended December 31, 2021.
(d)(b) Purchase consideration - cash outflow
| | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31, 2019 |
| Outflow of cash for business combinations, net of cash acquired | | €m | | €m | | €m |
| Cash consideration | | 640.9 | | | 113.0 | | | — | |
| Less cash acquired | | (43.6) | | | (0.1) | | | — | |
| Contingent consideration paid related to acquisitions | 24 | — | | | — | | | 1.5 | |
| Net outflow of cash - investing activities | | 597.3 | | | 112.9 | | | 1.5 | |
| | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, 2022 | | Year ended December 31, 2021 | | Year ended December 31, 2020 |
| Outflow of cash for business combinations, net of cash acquired | | €m | | €m | | €m |
| Net cash consideration (received)/paid | | (0.4) | | | 640.9 | | | 113.0 | |
| Less cash acquired | | — | | | (43.6) | | | (0.1) | |
| | | | | | |
| Net (inflow)/outflow of cash - investing activities | | (0.4) | | | 597.3 | | | 112.9 | |
15) Investments
The following are the Company's significant investments as of December 31, 2021.2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Activity | | Country of
incorporation | Country of tax residence | | Class of
shares held | | Ownership
as of December 31, 2020 |
| Nomad Foods Europe Holdings Limited | Holding | | England | United Kingdom | | Ordinary | | 100% |
| Nomad Foods Europe Holdco Limited | Holding | | England | United Kingdom | | Ordinary | | 100% |
| Nomad Foods Europe Finco Limited | Holding | | England | United Kingdom | | Ordinary | | 100% |
| Nomad Foods Europe Midco Limited | Holding/
Finance | | England | United Kingdom | | Ordinary | | 100% |
| Nomad Foods Bondco Plc | Finance | | England | United Kingdom | | Ordinary | | 100% |
| Nomad Foods Lux S.à.r.l. | Finance | | Luxembourg | Luxembourg | | Ordinary | | 100% |
| Nomad Foods Europe Limited | Management | | England | United Kingdom | | Ordinary | | 100% |
| Birds Eye Limited | Trading | | England | United Kingdom | | Ordinary | | 100% |
| Nomad Foods Europe Finance Limited | Finance | | England | United Kingdom | | Ordinary | | 100% |
| Birds Eye Ireland Limited | Trading | | Republic of
Ireland | Republic of
Ireland | | Ordinary | | 100% |
| Iglo Holding GmbH | Holding | | Germany | Germany | | Ordinary | | 100% |
| Iglo Nederland B.V. | Trading | | Netherlands | Netherlands | | Ordinary | | 100% |
| Iglo Belgium S.A. | Trading | | Belgium | Belgium | | Ordinary | | 100% |
| Iglo Portugal | Trading | | Portugal | Portugal | | Ordinary | | 100% |
| Iglo Austria Holdings GmbH | Holding | | Austria | Austria | | Ordinary | | 100% |
| C.S.I. Compagnia Surgelati Italiana S.R.L | Trading | | Italy | Italy | | Ordinary | | 100% |
| Findus Sverige Holdings AB | Holding | | Sweden | Sweden | | Ordinary | | 100% |
| Iglo GmbH | Trading | | Germany | Germany | | Ordinary | | 100% |
| Frozen Fish International GmbH | Trading | | Germany | Germany | | Ordinary | | 100% |
| Liberator Germany Newco GmbH | Property | | Germany | Germany | | Ordinary | | 100% |
| Iglo Austria GmbH | Trading | | Austria | Austria | | Ordinary | | 100% |
| Findus Sverige AB | Trading | | Sweden | Sweden | | Ordinary | | 100% |
| Frionor Sverige AB | Holding | | Sweden | Sweden | | Ordinary | | 100% |
| Findus Holdings France SAS | Holding | | France | France | | Ordinary | | 100% |
| Findus France SAS | Trading | | France | France | | Ordinary | | 100% |
| Findus Espana SLU | Trading | | Spain | Spain | | Ordinary | | 100% |
| Findus Danmark A/S | Trading | | Denmark | Denmark | | Ordinary | | 100% |
| Findus Finland Oy | Trading | | Finland | Finland | | Ordinary | | 100% |
| Findus Norge AS | Trading | | Norway | Norway | | Ordinary | | 100% |
| Findus Norge Holding AS | Holding | | Norway | Norway | | Ordinary | | 100% |
| Toppfrys AB | Trading | | Sweden | Sweden | | Ordinary | | 100% |
| Findus Switzerland AG | Trading | | Switzerland | Switzerland | | Ordinary | | 100% |
| LEDO plus d.o.o. | Trading | | Croatia | Croatia | | Ordinary | | 100% |
| INDUSTRIJA SMRZNUTE HRANE FRIKOM DOO BEOGRAD | Trading | | Serbia | Serbia | | Ordinary | | 100% |
| | | | | | | | | | | | | | | | | | | | | | | |
Toppfrys AB | Trading | | Sweden | | Ordinary | | 100% |
Findus Switzerland AG | Trading | | Switzerland | | Ordinary | | 100% |
LEDO plus d.o.o. | Trading | | Croatia | | Ordinary | | 100% |
INDUSTRIJA SMRZNUTE HRANE FRIKOM DOO BEOGRAD | Trading | | Serbia | | Ordinary | | 100% |
| LEDO d.o.o. Čitluk | Trading | | Bosnia & Herzegovina | Bosnia & Herzegovina | | Ordinary | | 100% |
| IRIDA d.o.o. | Trading | | Croatia | Croatia | | Ordinary | | 100% |
| LEDO Jégkrém és Fagyasztott Élelmiszer Gyártó és Forgalmazó Korlátolt Felelősségű Társaság | Trading | | Hungary | Hungary | | Ordinary | | 100% |
| Ledo d.o.o. (LEDO, podjetje za trgovino s sladoledom, zmrznjeno hrano in storitve, d.o.o.) | Trading | | Slovenia | Slovenia | | Ordinary | | 100% |
| Ledo d.o.o. Podgorica (Društvo Za Proizvodnju, promet roba i usluga “Ledo” d.o.o. Podgorica) | Trading | | Montenegro | Montenegro | | Ordinary | | 100% |
| Ledo Sh.p.k. | Trading | | Kosovo | Kosovo | | Ordinary | | 100% |
| FRIKOM BEOGRAD DOOEL Cucer Sandevo | Trading | | North Macedonia | North Macedonia | | Ordinary | | 100% |
16) Deferred tax assets and liabilities
Recognized deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 | | December 31, 2020 (restated) |
| Assets | | Liabilities | | Total | | Assets | | Liabilities | | Total |
| €m | | €m | | €m | | €m | | €m | | €m |
| Property, plant and equipment | 8.9 | | | (34.4) | | | (25.5) | | | 20.6 | | | (27.3) | | | (6.7) | |
| Intangible assets | 33.8 | | | (382.9) | | | (349.1) | | | 0.9 | | | (384.4) | | | (383.5) | |
| Employee benefits | 36.4 | | | — | | | 36.4 | | | 48.3 | | | (0.3) | | | 48.0 | |
| Tax value of loss carry forwards | 40.4 | | | — | | | 40.4 | | | 24.6 | | | — | | | 24.6 | |
| Derivative financial instruments | 1.7 | | | (7.0) | | | (5.3) | | | 9.3 | | | (0.1) | | | 9.2 | |
| Other | 7.1 | | | (13.3) | | | (6.2) | | | 9.8 | | | (15.0) | | | (5.2) | |
| Tax assets/(liabilities) | 128.3 | | | (437.6) | | | (309.3) | | | 113.5 | | | (427.1) | | | (313.6) | |
As disclosed in Note 14 "Acquisitions", values for the year ended December 31, 2020 have been restated for fair value adjustments related to the Findus Switzerland acquisition. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
| Assets | | Liabilities | | Total | | Assets | | Liabilities | | Total |
| €m | | €m | | €m | | €m | | €m | | €m |
| Property, plant and equipment | 6.2 | | | (39.9) | | | (33.7) | | | 8.9 | | | (34.4) | | | (25.5) | |
| Intangible assets | 29.9 | | | (384.6) | | | (354.7) | | | 33.8 | | | (382.9) | | | (349.1) | |
| Employee benefits | 13.0 | | | — | | | 13.0 | | | 36.4 | | | — | | | 36.4 | |
| Tax value of loss carry forwards | 43.8 | | | — | | | 43.8 | | | 40.4 | | | — | | | 40.4 | |
| Derivative financial instruments | 0.1 | | | (8.9) | | | (8.8) | | | 1.7 | | | (7.0) | | | (5.3) | |
| Other | 7.4 | | | (12.3) | | | (4.9) | | | 7.1 | | | (13.3) | | | (6.2) | |
| Tax assets/(liabilities) | 100.4 | | | (445.7) | | | (345.3) | | | 128.3 | | | (437.6) | | | (309.3) | |
Deferred income tax assets are recognized for tax loss carry-forwards to the extent that the realization of the related tax benefit through future taxable profits is probable.
Deferred tax assets that the Company has not recognized in the financial statements amount to €70.4€65.2 million (December 31, 2020: €72.72021: €70.4 million). These deferred tax assets had not been recognized as the likelihood of recovery is not probable.
The aggregate deferred tax relating to items that have been credited directly to equity is €23.8 million (December 31, 2020: debit of €14.3 million).
Movement in deferred tax during the year:
| | | Opening balance Jan 1, 2021 (restated) | | | Acquired in
business
combinations | | Recognized
in Statement of Profit or Loss | | Recognized
in Other
Comprehensive
Income | | Movement
in foreign
exchange | | Closing balance Dec 31, 2021 | | Opening balance Jan 1, 2022 | | | Recognized
in Statement of Profit or Loss | | Recognized
in Other
Comprehensive
Income | | Recognized directly in equity | | Movement
in foreign
exchange | | Closing balance Dec 31, 2022 |
| | €m | | | €m | | €m | | €m | | €m | | €m | | €m | | | €m | | €m | | €m | | €m | | €m |
| Property, plant and equipment | Property, plant and equipment | (6.7) | | | | (2.2) | | | (17.2) | | | — | | | 0.6 | | | (25.5) | | Property, plant and equipment | (25.5) | | | | (8.7) | | | — | | | — | | | 0.5 | | | (33.7) | |
| Intangible assets | Intangible assets | (383.5) | | | | (30.1) | | | 64.5 | | | — | | | — | | | (349.1) | | Intangible assets | (349.1) | | | | (4.8) | | | — | | | — | | | (0.8) | | | (354.7) | |
| Employee benefits | Employee benefits | 48.0 | | | | — | | | (1.2) | | | (10.2) | | | (0.2) | | | 36.4 | | Employee benefits | 36.4 | | | | 1.0 | | | (26.1) | | | 2.0 | | | (0.3) | | | 13.0 | |
| Tax value of loss carry forwards | Tax value of loss carry forwards | 24.6 | | | | — | | | 15.8 | | | — | | | — | | | 40.4 | | Tax value of loss carry forwards | 40.4 | | | | 4.8 | | | — | | | — | | | (1.4) | | | 43.8 | |
| Derivative financial instruments | Derivative financial instruments | 9.2 | | | | — | | | (0.3) | | | (13.6) | | | (0.6) | | | (5.3) | | Derivative financial instruments | (5.3) | | | | (0.5) | | | (3.3) | | | — | | | 0.3 | | | (8.8) | |
| Other | Other | (5.2) | | | | (0.6) | | | (0.4) | | | — | | | — | | | (6.2) | | Other | (6.2) | | | | 1.1 | | | — | | | — | | | 0.2 | | | (4.9) | |
| Total deferred tax | Total deferred tax | (313.6) | | | | (32.9) | | | 61.2 | | | (23.8) | | | (0.2) | | | (309.3) | | Total deferred tax | (309.3) | | | | (7.1) | | | (29.4) | | | 2.0 | | | (1.5) | | | (345.3) | |
| | | Opening balance Jan 1, 2020 | | Acquired in business combinations (restated) | | Recognized
in Statement of Profit or Loss | | Recognized
in Other
Comprehensive
Income | | Movement
in foreign
exchange | | Closing balance Dec 31, 2020 (restated) | | Opening balance Jan 1, 2021 | | Acquired in business combinations | | Recognized
in Statement of Profit or Loss | | Recognized
in Other
Comprehensive
Income | | Movement
in foreign
exchange | | Closing balance Dec 31, 2021 |
| | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m |
| Property, plant and equipment | Property, plant and equipment | (6.3) | | | (1.3) | | | 1.0 | | | — | | | (0.1) | | | (6.7) | | Property, plant and equipment | (6.7) | | | (2.2) | | | (17.2) | | | — | | | 0.6 | | | (25.5) | |
| Intangible assets | Intangible assets | (356.6) | | | (6.3) | | | (20.6) | | | — | | | — | | | (383.5) | | Intangible assets | (383.5) | | | (30.1) | | | 64.5 | | | — | | | — | | | (349.1) | |
| Employee benefits | Employee benefits | 39.8 | | | — | | | — | | | 8.3 | | | (0.1) | | | 48.0 | | Employee benefits | 48.0 | | | — | | | (1.2) | | | (10.2) | | | (0.2) | | | 36.4 | |
| Tax value of loss carry forwards | Tax value of loss carry forwards | 20.7 | | | — | | | 3.9 | | | — | | | — | | | 24.6 | | Tax value of loss carry forwards | 24.6 | | | — | | | 15.8 | | | — | | | — | | | 40.4 | |
| Derivative financial instruments | Derivative financial instruments | 2.9 | | | — | | | 0.3 | | | 6.0 | | | — | | | 9.2 | | Derivative financial instruments | 9.2 | | | — | | | (0.3) | | | (13.6) | | | (0.6) | | | (5.3) | |
| Other | Other | (2.3) | | | (0.4) | | | (2.6) | | | — | | | 0.1 | | | (5.2) | | Other | (5.2) | | | (0.6) | | | (0.4) | | | — | | | — | | | (6.2) | |
| Total deferred tax | Total deferred tax | (301.8) | | | (8.0) | | | (18.0) | | | 14.3 | | | (0.1) | | | (313.6) | | Total deferred tax | (313.6) | | | (32.9) | | | 61.2 | | | (23.8) | | | (0.2) | | | (309.3) | |
As disclosed in Note 14 "Acquisitions", values for the year ended December 31, 2020 have been restated for fair value adjustments related to the Findus Switzerland acquisition.
17) Inventories
| | | | | | | | | | | |
| December 31, 2021 | | December 31, 2020 (restated) |
| €m | | €m |
| Raw materials and consumables | 95.8 | | | 80.5 | |
| Work in progress | 64.9 | | | 46.5 | |
| Finished goods and goods for resale | 249.9 | | | 217.3 | |
| Total inventories | 410.6 | | | 344.3 | |
As disclosed in Note 14 "Acquisitions", values for the year ended December 31, 2020 have been restated for fair value adjustments related to the Findus Switzerland acquisition. | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
| €m | | €m |
| Raw materials and consumables | 134.2 | | | 95.8 | |
| Work in progress | 64.6 | | | 64.9 | |
| Finished goods and goods for resale | 258.3 | | | 249.9 | |
| Total inventories | 457.1 | | | 410.6 | |
As at December 31, 2021, €2.1 million was recognized as a basis adjustment transferred to2022, the carrying value of inventory.inventory includes a hedge accounting basis adjustment which reduces the value of inventory by €8.4 million (year ended December 31, 2021: reduction of €2.1 million). This has been applied to the three inventory categories above.
During the year ended December 31, 2021, €8.32022, €11.5 million (year ended December 31, 2020: €8.52021: €8.3 million, year ended December 31, 2019: €9.02020: €8.5 million) was charged to the Consolidated Statement of Profit or Loss for the write down of inventories.
18) Trade and other receivables
| | | December 31, 2021 | | December 31, 2020 | | December 31, 2022 | | December 31, 2021 |
| Current assets | Current assets | €m | | €m | Current assets | €m | | €m |
| Trade receivables | Trade receivables | 182.8 | | | 141.2 | | Trade receivables | 211.2 | | | 182.8 | |
| Prepayments and accrued income | Prepayments and accrued income | 15.4 | | | 9.2 | | Prepayments and accrued income | 15.9 | | | 15.4 | |
| Other receivables | Other receivables | 32.3 | | | 31.2 | | Other receivables | 34.6 | | | 32.3 | |
| Tax receivable | Tax receivable | 4.1 | | | 3.4 | | Tax receivable | 5.1 | | | 4.1 | |
| Total current trade and other receivables | Total current trade and other receivables | 234.6 | | | 185.0 | | Total current trade and other receivables | 266.8 | | | 234.6 | |
| Non-current assets | Non-current assets | | Non-current assets | |
| Other receivables | Other receivables | 8.9 | | | 1.1 | | Other receivables | 8.1 | | | 8.9 | |
| Total non-current trade and other receivables | Total non-current trade and other receivables | 8.9 | | | 1.1 | | Total non-current trade and other receivables | 8.1 | | | 8.9 | |
| Total trade and other receivables | Total trade and other receivables | 243.5 | | | 186.1 | | Total trade and other receivables | 274.9 | | | 243.5 | |
Trade receivables, prepayments and other receivables, except for those defined as non-current, are expected to be recovered in less than 12 months. Other receivables includes VAT receivable.
The aging of trade receivables is detailed below:
| | | | Gross | | Impaired | | Net |
| December 31, 2022 | | December 31, 2022 | | €m | | €m | | €m |
| Not past due | | Not past due | | 391.0 | | | (0.2) | | | 390.8 | |
| Past due less than 1 month | | Past due less than 1 month | | 41.3 | | | (0.1) | | | 41.2 | |
| Past due 1 to 3 months | | Past due 1 to 3 months | | 5.8 | | | (0.3) | | | 5.5 | |
| Past due 3 to 6 months | | Past due 3 to 6 months | | 2.8 | | | (0.1) | | | 2.7 | |
| Past due more than 6 months | | Past due more than 6 months | | 5.0 | | | (2.6) | | | 2.4 | |
| Sub-total | | Sub-total | | 445.9 | | | (3.3) | | | 442.6 | |
| Reduction in trade-terms | | Reduction in trade-terms | | (231.4) | |
| Total trade receivables | | Total trade receivables | | 211.2 | |
| | Gross | | Impaired | | Net | | Gross | | Impaired | | Net |
| December 31, 2021 | December 31, 2021 | | €m | | €m | | €m | December 31, 2021 | | €m | | €m | | €m |
| Not past due | Not past due | | 343.8 | | | (0.1) | | | 343.7 | | Not past due | | 343.8 | | | (0.1) | | | 343.7 | |
| Past due less than 1 month | Past due less than 1 month | | 19.9 | | | (0.1) | | | 19.8 | | Past due less than 1 month | | 19.9 | | | (0.1) | | | 19.8 | |
| Past due 1 to 3 months | Past due 1 to 3 months | | 5.2 | | | (0.6) | | | 4.6 | | Past due 1 to 3 months | | 5.2 | | | (0.6) | | | 4.6 | |
| Past due 3 to 6 months | Past due 3 to 6 months | | 2.4 | | | (0.1) | | | 2.3 | | Past due 3 to 6 months | | 2.4 | | | (0.1) | | | 2.3 | |
| Past due more than 6 months | Past due more than 6 months | | 5.0 | | | (2.7) | | | 2.3 | | Past due more than 6 months | | 5.0 | | | (2.7) | | | 2.3 | |
| Sub-total | Sub-total | | 376.3 | | | (3.6) | | | 372.7 | | Sub-total | | 376.3 | | | (3.6) | | | 372.7 | |
| Reduction in trade-terms | Reduction in trade-terms | | (189.9) | | Reduction in trade-terms | | (189.9) | |
| Total trade receivables | Total trade receivables | | 182.8 | | Total trade receivables | | 182.8 | |
| Gross | | Impaired | | Net | |
| December 31, 2020 | | €m | | €m | | €m | |
| Not past due | | 308.6 | | | (0.3) | | | 308.3 | | |
| Past due less than 1 month | | 20.5 | | | (0.2) | | | 20.3 | | |
| Past due 1 to 3 months | | 4.0 | | | (0.1) | | | 3.9 | | |
| Past due 3 to 6 months | | 1.1 | | | (0.1) | | | 1.0 | | |
| Past due more than 6 months | | 11.9 | | | (3.7) | | | 8.2 | | |
| Sub-total | | 346.1 | | | (4.4) | | | 341.7 | | |
| Reduction in trade-terms | | (200.5) | | |
| Total trade receivables | | 141.2 | | |
Reduction in trade-terms are described in Note 4(a). Trade receivables have been provided against based on expected credit losses on positions net of trade-terms, which fall into all aging categories.
The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable. The Company does not hold any collateral as security.
Debts past due are not impaired where there are eligible trade terms deductions which can be offset against them.
For the periods covered in these financial statements, theThe Company has previously entered into facilities with third-party banks/credit providers in which the Company has sold qualifying trade debtors on a non-recourse basis. Under the terms of these agreements, the Company transferred substantially all the credit risks and control of the receivables. All factoring facilities have beenwere cancelled during 2021. No trade receivables have been derecognized at the period end (December 31, 2020:2021:€ nil).
Liabilities related to contracts with customers
The Company has recognized the following liabilities related to contracts with customers:
| | | December 31, 2021 | | December 31, 2020 | | Year ended December 31, 2022 | | Year ended December 31, 2021 |
| | €m | | €m | | €m | | €m |
| Trade terms liabilities reported within trade receivables | Trade terms liabilities reported within trade receivables | (189.9) | | | (200.5) | | Trade terms liabilities reported within trade receivables | (231.4) | | | (189.9) | |
| Trade terms liabilities reported within trade and other payables (Note 22) | Trade terms liabilities reported within trade and other payables (Note 22) | (93.8) | | | (89.7) | | Trade terms liabilities reported within trade and other payables (Note 22) | (63.4) | | | (93.8) | |
| Total trade terms liabilities | Total trade terms liabilities | (283.7) | | | (290.2) | | Total trade terms liabilities | (294.8) | | | (283.7) | |
Significant changes to trade terms
No significant changes to trade terms occurred in the year ended December 31, 2021.2022.
Revenue recognized in relation to trade terms
Trade terms relate to sales made with variable consideration and are an estimate as disclosed in Note 4(a). Revenue recognized in the year ended December 31, 20212022 relating to performance obligations that were satisfied in the prior year was €19.0 million (2021: €18.9 million (2020: €18.0 million).
19)Indemnification assets
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31, 2022 | | Year ended December 31, 2021 |
| | €m | | €m | | €m | | €m |
| Balance at January 1 | Balance at January 1 | 15.4 | | | 35.4 | | Balance at January 1 | 9.5 | | | 15.4 | |
| | Release of indemnified provision | Release of indemnified provision | (5.9) | | | (20.0) | | Release of indemnified provision | (7.7) | | | (5.9) | |
| Balance at December 31 | Balance at December 31 | 9.5 | | | 15.4 | | Balance at December 31 | 1.8 | | | 9.5 | |
AsThe indemnification assets included €7.0 million as at December 31, 2021 €7.0 million (December 31, 2020: €12.0 million) of the indemnification assets relaterelated to the acquisition of the Findus Group in 2015, for which 342,190was backed primarily by shares arethat were held in escrow and are valued at $25.39 (€22.40) (December 31, 2020: 618,099shares valued at $25.42 (€20.69)) each.escrow. The shares placed in escrow were released in stages over a four-year period beginning January 2019 with the final releasewhich began in January 2022. During 2021, 275,909 shares were released from escrow. As a consequence the indemnification asset was reduced by €5.0 million with a corresponding charge of to the Statement of Profit or Loss within the financial statements for the year ended December 31, 2021.
2019. In January 2022, the remaining 342,190 shares were released from escrow. As a consequence, the associated indemnification asset will be reduced by €7.0 million with ahas been released in full. The corresponding charge has been recognized within exceptional items in Note 7.
The remaining indemnification assets of to the Statement of Profit or Loss within the financial statements for the year ended December 31, 2022.
As at December 31, 2021,€1.8 million (2021: €2.5 million (2020: €3.4 million) of the indemnification asset relates to the Goodfella’s Pizza acquisition for several contingent liabilities that arose prior to acquisition and were recognized in the balance sheet to the same extent as the asset. During 2021, €0.92022, €0.7 million washas been released against the liabilities.
20)Cash and cash equivalents
| | | December 31, 2021 | | December 31, 2020 | | December 31, 2022 | | December 31, 2021 |
| | Note | €m | | €m | | Note | €m | | €m |
| Cash and cash equivalents | Cash and cash equivalents | | 254.0 | | | 393.1 | | Cash and cash equivalents | | 369.4 | | | 254.0 | |
| Restricted cash | Restricted cash | | 0.2 | | | 0.1 | | Restricted cash | | 0.3 | | | 0.2 | |
| Cash and cash equivalents | Cash and cash equivalents | | 254.2 | | | 393.2 | | Cash and cash equivalents | | 369.7 | | | 254.2 | |
| Bank overdraft | Bank overdraft | 22 | | — | | | (10.7) | | Bank overdraft | 22 | | (2.9) | | | — | |
| Cash and cash equivalents per Statement of Cash Flows | Cash and cash equivalents per Statement of Cash Flows | | 254.2 | | | 382.5 | | Cash and cash equivalents per Statement of Cash Flows | | 366.8 | | | 254.2 | |
‘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.
21)Loans and borrowings
The repayment profile of the syndicated and other loans held by the Company is as follows:
| | | December 31, 2021 | | December 31, 2020 | | December 31, 2022 | | December 31, 2021 |
| | €m | | €m | | €m | | €m |
| Current liabilities | Current liabilities | | | | Current liabilities | | | |
| Syndicated loans | Syndicated loans | 8.5 | | | 7.8 | | Syndicated loans | 6.7 | | | 8.5 | |
| Lease liabilities | Lease liabilities | 22.6 | | | 16.7 | | Lease liabilities | 22.3 | | | 22.6 | |
| Less deferred borrowing costs to be amortized within 1 year | (2.0) | | | (2.0) | | |
| Less capitalized debt discounts and borrowing costs to be amortized within 1 year | | Less capitalized debt discounts and borrowing costs to be amortized within 1 year | (6.4) | | | (2.0) | |
| Total due in less than one year | Total due in less than one year | 29.1 | | | 22.5 | | Total due in less than one year | 22.6 | | | 29.1 | |
| Non-current liabilities | Non-current liabilities | | | | Non-current liabilities | | | |
| Syndicated loans | Syndicated loans | 1,347.4 | | | 1,287.5 | | Syndicated loans | 1,333.5 | | | 1,347.4 | |
| | 2024 fixed rate senior secured notes | — | | | 400.0 | | |
| | 2028 fixed rate senior secured notes | 2028 fixed rate senior secured notes | 800.0 | | | — | | 2028 fixed rate senior secured notes | 800.0 | | | 800.0 | |
| Lease liabilities | Lease liabilities | 58.3 | | | 53.7 | | Lease liabilities | 44.3 | | | 58.3 | |
| Less deferred borrowing costs to be amortized in 2-5 years | (5.7) | | | (4.9) | | |
| Less deferred borrowing costs to be amortized in more than 5 years | (1.7) | | | — | | |
| Less capitalized debt discounts and borrowing costs to be amortized in 2-5 years | | Less capitalized debt discounts and borrowing costs to be amortized in 2-5 years | (25.4) | | | (5.7) | |
| Less capitalized debt discounts and borrowing costs to be amortized in more than 5 years | | Less capitalized debt discounts and borrowing costs to be amortized in more than 5 years | (10.1) | | | (1.7) | |
| Total due after more than one year | Total due after more than one year | 2,198.3 | | | 1,736.3 | | Total due after more than one year | 2,142.3 | | | 2,198.3 | |
| Total borrowings | Total borrowings | 2,227.4 | | | 1,758.8 | | Total borrowings | 2,164.9 | | | 2,227.4 | |
Syndicated loans includes the Senior U.S. Dollar debt of $916.4$700.0 million (€808.6656.7 million) (the “Senior USD Loan”) and Senior EUR debt of €130.0 million (a "Senior EUR Loan") both repayable in November 2029, as well as the Senior EUR debt of €553.2 million (the(a "Senior EUR Loan"), repayable in May 2024 and May 2028 respectively.June 2028. The Senior USD Loan includes an annual amortization repayment, equivalent to 1.0% of the original issuance value or $9.6$7.0 million (€8.56.6 million) in MayOctober each year beginning in 2023 until maturity. The Senior EUR Loan isLoans are repayable only upon maturity. As required under the Senior Facilities Agreement, the Company is also required to undertake an annual excess cash flow calculation whereby additional principal could be repaid.
On June 24, 2021, the Company through its indirect, wholly-owned subsidiary, Nomad Foods Bondco Plc, repaid the €400.0 million 3.25% senior secured notes due 2024 and completed a private offering of €750.0 million aggregate principal amount of 2.5% senior secured notes due June 24, 2028. In addition, on July 9, 2021 the Company announced that Nomad Foods Bondco Plc completed a further private offering of €50.0 million aggregate principal amount of additional 2.5% senior secured notes due 2028, representing a tack-on to the €750.0 million aggregate principal amount of senior secured notes due 2028 issued on June 24, 2021, and issued at a price of €100.75 (together the “Notes”).
Interest on the Notes accrue from June 24, 2021 (being the original date of issuance) and are payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2022. The Notes are guaranteed on a senior basis by the Company and certain subsidiaries thereof. This transaction was accounted for as an extinguishment of the existing Notes and previously capitalized eligible transaction costs were written-off to the Statement of Comprehensive Income, as disclosed in Note 10. Eligible transaction costs on the new Notes of €4.0 million were capitalized and will be amortized over the life of the debt.
On June 24, 2021, the Company amended and restated the Senior Facilities Agreement to refinance its existing €553.2 million senior secured term loan facility originally due in May 2024, through a new 7-year term facility due June 2028 (the "Senior EUR Loan"), paying interest at a rate equal to EURIBOR with a zero floor plus a margin of 2.5%. This transaction was accounted for as an extinguishment of the existing debt and previously capitalized eligible transaction costs were written-off to the Statement of Comprehensive Income, as disclosed in Note 10. On the new Senior EUR Loan, eligible transaction costs of €3.8 million were capitalized and will be amortized over the life of the debt.
Under the refinancing, the existing revolving credit facility of €80.0 million due 2023, was also replaced with a new €175.0 million facility (the "Revolving Credit Facility") available until June 2026 with an applicable margin of 2.25% per annum that may be adjusted subject to a leverage ratchet. The Revolving Credit Facility may be utilized to support working capital requirements, including letters of credit and bank guarantees. The structure of the Revolving Credit Facility now also includes a pricing structure linked to environmental impact metrics during the life of the facility, and by doing so demonstrates further commitment to the Company’s sustainability strategy by incorporating ESG target KPIs covering areas of sourcing, packaging and carbon emissions.
Charges of €17.9 million have beenwere recognized as a consequence of the refinancing activities in 2021. Of this, €10.1 million relates to the extinguishment of the previous debts, including the write-off of deferred transaction costs.
On November 8, 2022, the Company amended and restated the Senior Facilities Agreement to issue both a $700.0 million (€700.6 million) term loan bearing interest at a rate per annum equal to the term SOFR rate plus 3.75% with a 0.5% floor and a €130.0 million term loan bearing interest at a rate per annum equal to EURIBOR plus 3.5% with a zero floor, both due November 10, 2029. The net proceeds from these loans were used to repay and extinguish the Company's existing Senior Secured U.S. Dollar term loan due in 2024 in full, and for transaction expenses and general corporate purposes. The new term loans were issued at a discount of €31.3 million, which together with eligible transaction costs of €5.1 million have been capitalized and will be amortized over the life of the debt. Concurrently with the closing of this refinancing, the Company closed out its existing cross currency interest rate swaps and has entered into a number of new 5-year cross-currency and interest rate swaps for the new Term Loans, as detailed in Note 33.
A net income of €2.3 million has been recognized as a consequence of the refinancing activities in 2022 as detailed in Note 10.
As at December 31, 2021 €2.82022 €1.8 million (December 31, 2020: €16.12021: €2.8 million) of the Revolving Credit Facility has been utilized for issuance of letters of credit and bank guarantees.
Guarantees and secured assets
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.
The Senior Facility Agreement that governs the Company’s Senior debt, establishes security over the assets of the “Guarantor Group”. The Guarantor Group consists of those companies that individually have more than 5% of consolidated total assets or EBITDA (subject to the terms of the Senior Facilities Agreement) of the Company and in total comprise more than 80% of consolidated total assets or EBITDA at any testing date.
The Senior Facilities Agreement includes an excess cash flow calculation whereupon an amount of principal shall be repaid based upon terms including cash generated during the year and leverage. In 20212022 the amount repaid was nil relating to the calculation performed at the end of 2020.2021. Based on the calculation performed for December 31, 2021,2022, there will be no excess cash flow repayment in 2022.2023.
In connection with its pension scheme, Findus Sverige AB, a 100% owned subsidiary, is required to obtain credit insurance with PRI Pensionsgaranti (“PRI”), a credit insurance company that provides insurance annually against the risk of a sponsoring company’s insolvency. In connection with such credit insurance, as at December 31, 20212022 Findus Sverige AB has granted floating charges over certain assets in favor of PRI in an amount of SEK 300 million (€29.327.0 million) (December 31, 2020: €29.82021: €29.3 million) and Nomad Foods Limited has issued a parent guarantee to PRI which will not exceed SEK 640 million (€62.457.5 million) (December 31, 2020:2021: SEK 450640 million (€44.762.4 million)).
22)Trade and other payables
| | | December 31, 2021 | | December 31, 2020 (restated) | | December 31, 2022 | | December 31, 2021 |
| Current liabilities | Current liabilities | €m | | €m | Current liabilities | €m | | €m |
| Trade payables | Trade payables | 413.2 | | | 363.7 | | Trade payables | 433.3 | | | 413.2 | |
| Accruals and deferred income | Accruals and deferred income | 120.4 | | | 134.5 | | Accruals and deferred income | 126.4 | | | 120.4 | |
| Trade terms payable | Trade terms payable | 93.8 | | | 89.7 | | Trade terms payable | 63.4 | | | 93.8 | |
| Social security and other taxes | Social security and other taxes | 24.6 | | | 24.1 | | Social security and other taxes | 25.0 | | | 24.6 | |
| Other payables | Other payables | 20.3 | | | 21.2 | | Other payables | 18.3 | | | 20.3 | |
| Financial payables | Financial payables | 19.7 | | | 3.3 | | Financial payables | 26.1 | | | 19.7 | |
| Bank overdrafts | Bank overdrafts | — | | | 10.7 | | Bank overdrafts | 2.9 | | | — | |
| Total current trade and other payables | Total current trade and other payables | 692.0 | | | 647.2 | | Total current trade and other payables | 695.4 | | | 692.0 | |
| Non-current liabilities | Non-current liabilities | | | | Non-current liabilities | | | |
| Accruals and deferred income | Accruals and deferred income | 1.8 | | | 2.2 | | Accruals and deferred income | 1.1 | | | 1.8 | |
| Total non-current trade and other payables | Total non-current trade and other payables | 1.8 | | | 2.2 | | Total non-current trade and other payables | 1.1 | | | 1.8 | |
| Total trade and other payables | Total trade and other payables | 693.8 | | | 649.4 | | Total trade and other payables | 696.5 | | | 693.8 | |
As disclosed in Note 14 "Acquisitions", values for the year ended December 31, 2020 have been restated for fair value adjustments related to the Findus Switzerland acquisition.
The Company has implemented a Supply Chain Financing (“SCF”) program for its suppliers. The principal purpose of these arrangements is to provide the supplier with the option to access liquidity earlier through the sale of its receivables due from the Company to a bank or other financial institution prior to their due date. Management has determined that the Company’s payables to these suppliers have neither been extinguished nor have the liabilities been significantly modified by these arrangements. The value of amounts payable, invoice due dates and other terms and conditions applicable, from the Company’s perspective, remain unaltered, with only the ultimate payee being changed. At December 31, 2021,2022, there was no material usage of the programs (December(December 31, 2020:2021: nil). The cash outflows in respect of these arrangements will be recognized within operating cash flows.
23)Employee benefits
The Company operates defined benefit plans as well as defined contribution plans.
i.Defined contribution plans
The total expense relating to defined contribution plans for the year ended December 31, 20212022 was €10.2€13.4 million (year ended December 31, 2020: €8.32021: €10.2 million, year ended December 31, 2019: €9.02020: €8.3 million)
ii.Defined benefit plans
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. In addition, 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.
| | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
| €m | | €m |
| Net employee benefit obligations-Germany | 69.4 | | | 149.3 | |
| Net employee benefit obligations-Sweden | 45.4 | | | 70.3 | |
| Net employee benefit obligations-Italy | 4.0 | | | 4.6 | |
| Net employee benefit obligations-Switzerland | 3.4 | | | 5.8 | |
| Net employee benefit obligations-Austria | 2.8 | | | 5.5 | |
| Net employee benefit obligations-total of other countries | 7.1 | | | 8.7 | |
| Total net employee benefit obligations | 132.1 | | | 244.2 | |
| | | | | | | | | | | |
| December 31, 2021 | | December 31, 2020 |
| €m | | €m |
| Net employee benefit obligations-Germany | 149.3 | | | 181.2 | |
| Net employee benefit obligations-Sweden | 70.3 | | | 74.1 | |
| Net employee benefit obligations-Austria | 5.5 | | | 5.6 | |
| Net employee benefit obligations-Switzerland | 5.8 | | | 6.6 | |
| Net employee benefit obligations-Italy | 4.6 | | | 4.7 | |
| Net employee benefit obligations-total of other countries | 8.7 | | | 4.0 | |
| Total net employee benefit obligations | 244.2 | | | 276.2 | |
The net obligation of €8.7€7.1 million (December 31, 2020: €4.02021: €8.7 million) in respect of other countries is the aggregate of a number of different types of minor schemes, each one not being considered individually material.
The amount included in the Statement of Financial Position arising from the Company’s obligations in respect of its defined benefit retirement plans and other post-employment benefits is as follows:
| | | Defined benefit
retirement plans | | Post-employment
medical benefits
and other benefits | | Total | | Defined benefit
retirement plans | | Post-employment
medical benefits
and other benefits | | Total |
| December 31, 2021 | €m | | €m | | €m | |
| December 31, 2022 | | December 31, 2022 | €m | | €m | | €m |
| Present value of unfunded employee benefit obligations | Present value of unfunded employee benefit obligations | 77.5 | | | 11.1 | | | 88.6 | | Present value of unfunded employee benefit obligations | 54.0 | | | 6.4 | | | 60.4 | |
| Present value of funded employee benefit obligations | Present value of funded employee benefit obligations | 264.0 | | | — | | | 264.0 | | Present value of funded employee benefit obligations | 179.3 | | | — | | | 179.3 | |
| Subtotal present value of employee benefit obligations | Subtotal present value of employee benefit obligations | 341.5 | | | 11.1 | | | 352.6 | | Subtotal present value of employee benefit obligations | 233.3 | | | 6.4 | | | 239.7 | |
| Fair value of plan assets | Fair value of plan assets | (108.4) | | | — | | | (108.4) | | Fair value of plan assets | (107.6) | | | — | | | (107.6) | |
| Recognized liability for net employee benefit obligations | Recognized liability for net employee benefit obligations | 233.1 | | | 11.1 | | | 244.2 | | Recognized liability for net employee benefit obligations | 125.7 | | | 6.4 | | | 132.1 | |
| | | Defined benefit
retirement plans | | Post-employment
medical benefits
and other benefits | | Total | | Defined benefit
retirement plans | | Post-employment
medical benefits
and other benefits | | Total |
| December 31, 2020 | €m | | €m | | €m | |
| December 31, 2021 | | December 31, 2021 | €m | | €m | | €m |
| Present value of unfunded employee benefit obligations | Present value of unfunded employee benefit obligations | 79.6 | | | 9.0 | | | 88.6 | | Present value of unfunded employee benefit obligations | 77.5 | | | 11.1 | | | 88.6 | |
| Present value of funded employee benefit obligations | Present value of funded employee benefit obligations | 285.5 | | | — | | | 285.5 | | Present value of funded employee benefit obligations | 264.0 | | | — | | | 264.0 | |
| Subtotal present value of employee benefit obligations | Subtotal present value of employee benefit obligations | 365.1 | | | 9.0 | | | 374.1 | | Subtotal present value of employee benefit obligations | 341.5 | | | 11.1 | | | 352.6 | |
| Fair value of plan assets | Fair value of plan assets | (97.9) | | | — | | | (97.9) | | Fair value of plan assets | (108.4) | | | — | | | (108.4) | |
| Recognized liability for net employee benefit obligations | Recognized liability for net employee benefit obligations | 267.2 | | | 9.0 | | | 276.2 | | Recognized liability for net employee benefit obligations | 233.1 | | | 11.1 | | | 244.2 | |
Reconciliation from the opening balances to the closing balances for the net employee benefit obligation and its components, including the amounts recognized in the Consolidated Statement of Profit or Loss and the Consolidated Statement of Comprehensive Income:
| | | Present value of defined benefit obligation | | Fair value of plan assets | | Net defined benefit obligation | | Present value of defined benefit obligation | | Fair value of plan assets | | Net defined benefit obligation |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
| | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m |
| Balance at January 1 | Balance at January 1 | 374.1 | | | 323.9 | | | (97.9) | | | (86.4) | | | 276.2 | | | 237.5 | | Balance at January 1 | 352.6 | | | 374.1 | | | (108.4) | | | (97.9) | | | 244.2 | | | 276.2 | |
| Included in the Consolidated Statement of Profit or Loss | Included in the Consolidated Statement of Profit or Loss | | | | | | | | | | | | Included in the Consolidated Statement of Profit or Loss | | | | | | | | | | | |
| Current service cost | Current service cost | 7.9 | | | 6.6 | | | — | | | — | | | 7.9 | | | 6.6 | | Current service cost | 6.2 | | | 7.9 | | | — | | | — | | | 6.2 | | | 7.9 | |
| Interest cost (income) | 2.2 | | | 3.7 | | | (0.5) | | | (1.0) | | | 1.7 | | | 2.7 | | |
| Interest cost/(income) | | Interest cost/(income) | 3.8 | | | 2.2 | | | (1.0) | | | (0.5) | | | 2.8 | | | 1.7 | |
| | 10.1 | | | 10.3 | | | (0.5) | | | (1.0) | | | 9.6 | | | 9.3 | | | 10.0 | | | 10.1 | | | (1.0) | | | (0.5) | | | 9.0 | | | 9.6 | |
| Included in the Consolidated Statement of Comprehensive Income | Included in the Consolidated Statement of Comprehensive Income | | | | | | | | | | | | Included in the Consolidated Statement of Comprehensive Income | | | | | | | | | | | |
| Actuarial (gain) loss arising from: | | |
| Actuarial (gain)/loss arising from: | | Actuarial (gain)/loss arising from: | |
–demographic assumptions | –demographic assumptions | (1.5) | | | — | | | — | | | — | | | (1.5) | | | — | | –demographic assumptions | (1.8) | | | (1.5) | | | — | | | — | | | (1.8) | | | (1.5) | |
–financial assumptions | –financial assumptions | (26.8) | | | 29.1 | | | — | | | — | | | (26.8) | | | 29.1 | | –financial assumptions | (118.4) | | | (26.8) | | | — | | | — | | | (118.4) | | | (26.8) | |
–experience adjustment | –experience adjustment | 1.8 | | | (0.8) | | | — | | | — | | | 1.8 | | | (0.8) | | –experience adjustment | 7.7 | | | 1.8 | | | — | | | — | | | 7.7 | | | 1.8 | |
| Return on plan assets, excluding interest income | — | | | — | | | (9.6) | | | (0.4) | | | (9.6) | | | (0.4) | | |
| Loss/(return) on plan assets, excluding interest income | | Loss/(return) on plan assets, excluding interest income | — | | | — | | | 4.4 | | | (9.6) | | | 4.4 | | | (9.6) | |
| Exchange adjustments | Exchange adjustments | (0.3) | | | 2.8 | | | (0.6) | | | — | | | (0.9) | | | 2.8 | | Exchange adjustments | (3.5) | | | (0.3) | | | (0.7) | | | (0.6) | | | (4.2) | | | (0.9) | |
| | (26.8) | | | 31.1 | | | (10.2) | | | (0.4) | | | (37.0) | | | 30.7 | | | (116.0) | | | (26.8) | | | 3.7 | | | (10.2) | | | (112.3) | | | (37.0) | |
| Other | Other | | | | | | | | | | | | Other | | | | | | | | | | | |
| Acquired through business combinations | Acquired through business combinations | 3.5 | | | 18.4 | | | — | | | (11.8) | | | 3.5 | | | 6.6 | | Acquired through business combinations | — | | | 3.5 | | | — | | | — | | | — | | | 3.5 | |
| Contributions by employer | Contributions by employer | — | | | — | | | (1.2) | | | (0.5) | | | (1.2) | | | (0.5) | | Contributions by employer | — | | | — | | | (1.4) | | | (1.2) | | | (1.4) | | | (1.2) | |
| Contributions by members | Contributions by members | 0.8 | | | 0.4 | | | (0.8) | | | (0.5) | | | — | | | (0.1) | | Contributions by members | 3.2 | | | 0.8 | | | (3.2) | | | (0.8) | | | — | | | — | |
| Benefits paid | Benefits paid | (9.1) | | | (10.0) | | | 2.2 | | | 2.7 | | | (6.9) | | | (7.3) | | Benefits paid | (10.1) | | | (9.1) | | | 2.7 | | | 2.2 | | | (7.4) | | | (6.9) | |
| | (4.8) | | | 8.8 | | | 0.2 | | | (10.1) | | | (4.6) | | | (1.3) | | | (6.9) | | | (4.8) | | | (1.9) | | | 0.2 | | | (8.8) | | | (4.6) | |
| Balance at December 31 | Balance at December 31 | 352.6 | | | 374.1 | | | (108.4) | | | (97.9) | | | 244.2 | | | 276.2 | | Balance at December 31 | 239.7 | | | 352.6 | | | (107.6) | | | (108.4) | | | 132.1 | | | 244.2 | |
Current service cost is allocated between cost of sales and other operating expenses. Interest on net employee benefit obligation is disclosed in net financing costs.
The cumulative amount of actuarial (gains)/losses recognized is as follows:
| | | | | | | | | | | | | | |
| | Year ended December 31, 2021 | | Year ended December 31, 2020 |
| | €m | | €m |
| Cumulative amount of actuarial losses recognized in Consolidated Statement of Comprehensive Income | | 40.5 | | | 77.5 | |
| | | | | | | | | | | | | | |
| | Year ended December 31, 2022 | | Year ended December 31, 2021 |
| | €m | | €m |
| Cumulative amount of actuarial (gains)/losses recognized in Consolidated Statement of Comprehensive Income | | (71.8) | | | 40.5 | |
The fair value of plan assets, all at quoted prices are as follows:
| | | December 31, 2021 | | December 31, 2020 | | December 31, 2022 | | December 31, 2021 |
| | €m | | €m | | €m | | €m |
| Equities | Equities | | 32.7 | | | 24.5 | | Equities | | 37.6 | | | 32.7 | |
| Debt instruments | Debt instruments | | 42.7 | | | 44.1 | | Debt instruments | | 34.8 | | | 42.7 | |
| Property | Property | | 20.3 | | | 17.1 | | Property | | 23.1 | | | 20.3 | |
| Other | Other | | 12.7 | | | 12.2 | | Other | | 12.1 | | | 12.7 | |
| Total | Total | | 108.4 | | | 97.9 | | Total | | 107.6 | | | 108.4 | |
The following are the principal actuarial assumptions at the reporting date for the defined benefit retirement plans in Germany, Sweden, Austria, Switzerland and Italy. The remaining employee benefit plans are not considered to be material, individually and in aggregate, and therefore we do not provide disclosure of the individual actuarial assumptions for those plans:
| | | Defined benefit
retirement plans | | Defined benefit
retirement plans |
| December 31, 2021 | Germany | | Sweden | | Austria | | Switzerland | | Italy | |
| December 31, 2022 | | December 31, 2022 | Germany | | Sweden | | Austria | | Switzerland | | Italy |
| Discount rate | Discount rate | 1.10 | % | | 1.80 | % | | 0.90 | % | | 0.10 | % | | 0.35 | % | Discount rate | 3.80 | % | | 4.00 | % | | 3.20 | % | | 1.95 | % | | 3.50 | % |
| Inflation rate | Inflation rate | 2.00 | % | | 2.20 | % | | 2.00 | % | | 1.00 | % | | 1.50 | % | Inflation rate | 2.20 | % | | 2.00 | % | | 5.00 | % | | 1.25 | % | | 2.50 | % |
| Rate of increase in salaries | Rate of increase in salaries | 2.80 | % | | 3.20 | % | | 2.00 | % | | 1.50 | % | | 2.63 | % | Rate of increase in salaries | 2.80 | % | | 3.00 | % | | 5.00 | % | | 1.75 | % | | 3.38 | % |
| Rate of increase for pensions in payment | Rate of increase for pensions in payment | 1%-2% | | 2.20 | % | | — | | | — | | | — | | Rate of increase for pensions in payment | 1.00%-2.20% | | 2.00 | % | | — | | | — | | | — | |
| | | Defined benefit
retirement plans | | Defined benefit
retirement plans |
| December 31, 2020 | Germany | | Sweden | | Austria | | Switzerland | | Italy | |
| December 31, 2021 | | December 31, 2021 | Germany | | Sweden | | Austria | | Switzerland | | Italy |
| Discount rate | Discount rate | 0.55 | % | | 1.05 | % | | 1.00 | % | | 0.15 | % | | 0.33 | % | Discount rate | 1.10 | % | | 1.80 | % | | 0.90 | % | | 0.10 | % | | 0.35 | % |
| Inflation rate | Inflation rate | 2.00 | % | | 1.50 | % | | 2.00 | % | | 0.20 | % | | 1.00 | % | Inflation rate | 2.00 | % | | 2.20 | % | | 2.00 | % | | 1.00 | % | | 1.50 | % |
| Rate of increase in salaries | Rate of increase in salaries | 2.80 | % | | 2.50 | % | | 2.00 | % | | 0%-2.50% | | 2.63 | % | Rate of increase in salaries | 2.80 | % | | 3.20 | % | | 2.00 | % | | 1.50 | % | | 2.63 | % |
| Rate of increase for pensions in payment | Rate of increase for pensions in payment | 1%-2% | | 1.50 | % | | — | | | — | | | — | | Rate of increase for pensions in payment | 1.00%-2.00% | | 2.20 | % | | — | | | — | | | — | |
In valuing the liabilities of the pension fund at December 31, 20212022 and December 31, 2020,2021, mortality assumptions have been made as indicated below. The assumptions relating to longevity underlying the pension liabilities at the financial year end date are based on standard actuarial mortality tables and include an allowance for future improvements in longevity. The assumptions are based on the following mortality tables:
•Germany: Richttafeln 2018 G
•Sweden: DUS 1421 (DUS 14)
•Austria: AVÖ 2018 - P
•Switzerland: BVG 2020 GT (2020: BVG 2015 GT)
•Italy: RG48
These references are to the specific standard rates of mortality that are published and widely used in each country for the use of actuarial assessment of pension liabilities and take account of local current and future average life expectancy.
| | December 31, 2021 (years) | | Germany | | Sweden | | Austria | | Switzerland | | Italy | |
| December 31, 2022 (years) | | December 31, 2022 (years) | | Germany | | Sweden | | Austria | | Switzerland | | Italy |
| Retiring at the end of the year: | Retiring at the end of the year: | | | | | | | | | | | Retiring at the end of the year: | | | | | | | | | | |
| Male | Male | | 21 | | 22 | | 23 | | 22 | | 21 | Male | | 21 | | 22 | | 23 | | 22 | | 21 |
| Female | Female | | 24 | | 24 | | 26 | | 24 | | 22 | Female | | 25 | | 24 | | 26 | | 24 | | 22 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2020 (years) | | Germany | | Sweden | | Austria | | Switzerland | | Italy |
| Retiring at the end of the year: | | | | | | | | | | |
| Male | | 21 | | 22 | | 23 | | 21 | | 21 |
| Female | | 24 | | 24 | | 26 | | 24 | | 22 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 (years) | | Germany | | Sweden | | Austria | | Switzerland | | Italy |
| Retiring at the end of the year: | | | | | | | | | | |
| Male | | 21 | | 22 | | 23 | | 22 | | 21 |
| Female | | 24 | | 24 | | 26 | | 24 | | 22 |
The history of experience adjustments from inception of the Company for the employee benefit plans is as follows:
| | | December 31, 2021 | | December 31, 2020 | | December 31, 2019 | | December 31, 2022 | | December 31, 2021 | | December 31, 2020 |
| | €m | | €m | | €m | | €m | | €m | | €m |
| Present value of defined benefit obligations | Present value of defined benefit obligations | | 341.5 | | | 365.1 | | | 314.9 | | Present value of defined benefit obligations | | 233.3 | | | 341.5 | | | 365.1 | |
| Fair value of plan assets | Fair value of plan assets | | (108.4) | | | (97.9) | | | (86.4) | | Fair value of plan assets | | (107.6) | | | (108.4) | | | (97.9) | |
| | Recognized liability in the scheme | Recognized liability in the scheme | | 233.1 | | | 267.2 | | | 228.5 | | Recognized liability in the scheme | | 125.7 | | | 233.1 | | | 267.2 | |
| Experience losses/(gains) on plan liabilities | Experience losses/(gains) on plan liabilities | | 1.8 | | | (0.8) | | | 0.2 | | Experience losses/(gains) on plan liabilities | | 7.7 | | | 1.8 | | | (0.8) | |
| Experience gains on plan assets | | (9.6) | | | (0.4) | | | (5.1) | | |
| Experience losses/(gains) on plan assets | | Experience losses/(gains) on plan assets | | 4.4 | | | (9.6) | | | (0.4) | |
Net defined benefit obligation - sensitivity analysis
The effect of a 1 percentage point movement in the most significant assumptions for the year ended December 31, 20212022 is as follows:
| | | Increase | | Decrease | | Increase | | Decrease |
| | €m | | €m | | €m | | €m |
| Discount rate | Discount rate | (54.6) | | | 71.9 | | Discount rate | (28.5) | | | 35.8 | |
| Inflation rate | Inflation rate | 47.4 | | | (38.7) | | Inflation rate | 26.9 | | | (22.5) | |
| Rate of increase in salaries | Rate of increase in salaries | 15.2 | | | (11.5) | | Rate of increase in salaries | 7.2 | | | (6.1) | |
| Rate of increase for pensions in payment | Rate of increase for pensions in payment | 47.6 | | | (37.0) | | Rate of increase for pensions in payment | 27.2 | | | (21.3) | |
There are no deficit elimination plans for any of the defined benefit plans. Expected contributions and payments to post-employment benefit plans for the period ending December 31, 20212023 are €6.7 million. The weighted average duration of the defined benefit obligations is 18.916.1 years.
24)Provisions
| | | Restructuring | | Onerous/
unfavorable
contracts | | Provisions
related to
other taxes | | | Other | | Total | | Restructuring | | | Provisions
related to
other taxes | | | Other | | Total |
| | €m | | €m | | €m | | | €m | | €m | | €m | | | €m | | | €m | | €m |
| Balance at December 31, 2019 | | 7.4 | | | 1.2 | | | 6.9 | | | | 31.3 | | | 46.8 | | |
| Balance at December 31, 2020 | | Balance at December 31, 2020 | | 12.9 | | | | 6.6 | | | | 32.3 | | | 51.8 | |
| | Acquired through business combinations | | Acquired through business combinations | | — | | | | 0.3 | | | | 3.8 | | | 4.1 | |
| Additional provision in the period | Additional provision in the period | | 15.6 | | | — | | | 0.1 | | | | 13.4 | | | 29.1 | | Additional provision in the period | | 2.6 | | | | 1.0 | | | | 2.5 | | | 6.1 | |
| Release of provision | Release of provision | | — | | | (0.7) | | | (0.4) | | | | (6.0) | | | (7.1) | | Release of provision | | (0.1) | | | | — | | | | (4.0) | | | (4.1) | |
| Utilization of provision | Utilization of provision | | (10.4) | | | (0.5) | | | — | | | | (5.9) | | | (16.8) | | Utilization of provision | | (9.8) | | | | — | | | | (6.9) | | | (16.7) | |
| | Foreign exchange | Foreign exchange | | 0.3 | | | — | | | — | | | | (0.5) | | | (0.2) | | Foreign exchange | | — | | | | — | | | | 1.0 | | | 1.0 | |
| Balance at December 31, 2020 | | 12.9 | | | — | | | 6.6 | | | | 32.3 | | | 51.8 | | |
| Acquired through business combinations | | — | | | — | | | 0.3 | | | | 3.8 | | | 4.1 | | |
| Balance at December 31, 2021 | | Balance at December 31, 2021 | | 5.6 | | | | 7.9 | | | | 28.7 | | | 42.2 | |
| | Additional provision in the period | Additional provision in the period | | 2.6 | | | — | | | 1.0 | | | | 2.5 | | | 6.1 | | Additional provision in the period | | 2.6 | | | | 0.9 | | | | 2.4 | | | 5.9 | |
| Release of provision | Release of provision | | (0.1) | | | — | | | — | | | | (4.0) | | | (4.1) | | Release of provision | | (0.6) | | | | — | | | | (3.4) | | | (4.0) | |
| | Utilization of provision | Utilization of provision | | (9.8) | | | — | | | — | | | | (6.9) | | | (16.7) | | Utilization of provision | | (2.5) | | | | (0.1) | | | | (3.4) | | | (6.0) | |
| | Foreign exchange | Foreign exchange | | — | | | — | | | — | | | | 1.0 | | | 1.0 | | Foreign exchange | | (0.3) | | | | — | | | | (0.4) | | | (0.7) | |
| Balance at December 31, 2021 | | 5.6 | | | — | | | 7.9 | | | | 28.7 | | | 42.2 | | |
| Balance at December 31, 2022 | | Balance at December 31, 2022 | | 4.8 | | | | 8.7 | | | | 23.9 | | | 37.4 | |
| Analysis of total provisions: | Analysis of total provisions: | | | | | | | | | December 31, 2021 | | December 31, 2020 | Analysis of total provisions: | | | | | | | | December 31, 2022 | | December 31, 2021 |
| Current | Current | | | 39.3 | | | 45.7 | | Current | | | | | 36.1 | | | 39.3 | |
| Non-current | Non-current | | | 2.9 | | | 6.1 | | Non-current | | | | | 1.3 | | | 2.9 | |
| Total | Total | | | 42.2 | | | 51.8 | | Total | | | | | 37.4 | | | 42.2 | |
Restructuring
The €5.6€4.8 million (2020: €12.9(2021: €5.6 million) provision relates to committed plans for certain restructuring activities of exceptional nature which are due to be completed within the next 12 months.
The amounts have been provided based on the latest information available on the likely remaining expenditure required to complete the committed plans. An additional provision of €2.6 million has been made and €9.8€2.5 million has been utilized in the year ended December 31, 2021.2022.
Provisions relating to other taxes
The €7.9€8.7 million (2020: €6.6(2021: €7.9 million) provision relates to other, non-income taxes due to tax authorities after tax investigations within certain operating subsidiaries within the Nomad Group.
Other
Other provisions include €3.9€2.8 million (December 31, 2020: €4.42021: €3.9 million) of contingent liabilities acquired as part of the Goodfella’s Pizza acquisition thatthe majority of which are indemnified by the Seller’s insurance policies, €4.3€2.8 million (December 31, 2020: €4.72021: €4.3 million) of obligations in Italy, €4.6€4.3 million (December 31, 2020: €6.12021: €4.6 million) for asset retirement obligations, €1.3€0.9 million (December 31, 2020: €1.92021: €1.3 million) of pre-acquisition related liabilities related to the acquisition date liabilities of Aunt Bessie's Limited, €2.4€2.2 million (December 31, 2020: €6.62021: €2.4 million) of provisions in the period relate to employer taxes on the Long-term Incentive Plan (see Note 8) which would become payable on the issuance of shares, and other obligations from previous accounting periods.
25)Share capital, Capital reserve and Founder Preferred Shares Dividend reserve
Share capital and capital reserve
| | | As at December 31, 2021 | | As at December 31, 2020 | | As at December 31, 2022 | | As at December 31, 2021 |
| | €m | | €m | | €m | | €m |
| Authorized: | Authorized: | | Authorized: | |
| Unlimited number of Ordinary Shares with nil nominal value issued at $10.00 per share | Unlimited number of Ordinary Shares with nil nominal value issued at $10.00 per share | n/a | | n/a | Unlimited number of Ordinary Shares with nil nominal value issued at $10.00 per share | n/a | | n/a |
| Unlimited number of Founder Preferred 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 | n/a | | n/a | Unlimited number of Founder Preferred Shares with nil nominal value issued at $10.00 per share | n/a | | n/a |
| Issued and fully paid: | Issued and fully paid: | | Issued and fully paid: | |
| 173,559,173 (December 31, 2020: 172,180,897) Ordinary Shares with nil nominal value | 1,639.6 | | | 1,636.9 | | |
| 1,500,000 (December 31, 2020: 1,500,000) Founder Preferred Shares with nil nominal value | 10.6 | | | 10.6 | | |
| 172,550,253 (December 31, 2021: 173,559,173) Ordinary Shares with nil nominal value | | 172,550,253 (December 31, 2021: 173,559,173) Ordinary Shares with nil nominal value | 1,613.2 | | | 1,639.6 | |
| 1,500,000 (December 31, 2021: 1,500,000) Founder Preferred Shares with nil nominal value | | 1,500,000 (December 31, 2021: 1,500,000) Founder Preferred Shares with nil nominal value | 10.6 | | | 10.6 | |
| Total share capital and capital reserve | Total share capital and capital reserve | 1,650.2 | | | 1,647.5 | | Total share capital and capital reserve | 1,623.8 | | | 1,650.2 | |
| Listing and share transaction costs | Listing and share transaction costs | (27.1) | | | (27.0) | | Listing and share transaction costs | (27.1) | | | (27.1) | |
| Total net share capital and capital reserve | Total net share capital and capital reserve | 1,623.1 | | | 1,620.5 | | Total net share capital and capital reserve | 1,596.7 | | | 1,623.1 | |
Ordinary Shares
| | | | | |
| | Issued and Repurchased Ordinary shares
(in millions) |
Balance at December 31, 2019 | 194.5 | |
Shares issued in the year | 7.6 | |
Shares repurchased in the year | (29.9) | |
Balance at December 31, 2020 | 172.2 | |
| |
| Shares issued in the year | 5.0 | |
| Shares repurchased in the year | (3.6) | |
| Balance at December 31, 2021 | 173.6 | |
| |
| Shares issued in the year | 0.2 | |
| Shares repurchased in the year | (1.2) | |
| Balance at December 31, 2022 | 172.6 | |
Note 8(b) sets out the Non-Executive Director, Initial Director Options and Director and Senior Management Restricted share awards.
Note 27 sets out the Founder Preferred Share Dividends issued as ordinary shares in all years presented.
On March 13, 2020, the Company announced a share repurchase program to purchase up to an aggregate of $300.0 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. After the announcement, the Company entered into a series of open-market repurchases. During 2020, 11,913,682 ordinary shares at an average price of $21.04, for aggregate gross costs of $250.9 million (€217.4 million) had beenwere repurchased and canceled. Directly attributedattributable transaction costs of €0.2 million were incurred. During 2021, a further 507,396 ordinary shares were repurchased and cancelled at an average price of $25.29 for aggregate gross costs of $12.8 million (€10.5 million) under this authorization.
In August 2020, the Company announced the repurchase of up to $500.0 million of shares, to be executed by way of a Dutch auction. On September 15, 2020, a total of 18,061,952 shares at a clearing price of $25.50 per share amounting to the purchase price of $460.6 million (€389.3 million) was paid to the prevailing shareholders with all shares canceled as of the same date. Directly attributedattributable transaction costs of €1.9 million were incurred.
On August 5, 2021, the Company announced a new share repurchase program to purchase up to an aggregate of $500.0 million of the Company’s ordinary shares, to be executed in the period to August 2024. 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, at the Company's discretion, as permitted by securities laws and other legal requirements. Pursuant to the program, as at December 31, 2021, 3,090,082 ordinary shares had been repurchased and canceled at an average price of $24.50, for aggregate gross costs of $75.8 million (€67.1 million). Directly attributedattributable transaction costs of €0.1 million were incurred. During 2022, a further 1,160,547 ordinary shares were repurchased and canceled in open market transactions at an average price of $26.23 for aggregate gross costs of $30.5 million (€26.8 million) under this authorization. Directly attributable transaction costs were immaterial.
Listing and share transaction costs
As at December 31, 2021,2022, cumulative listing and share transaction costs, which includes the total cost of admission and share issuance expenses, as well as costs associated with share repurchases were €27.1 million and are disclosed as a deduction directly against the capital reserve.
| | | | | | | | |
| €m |
At December 31, 2019 | 24.9 | |
Share transaction costs | 2.1 | |
At December 31, 2020 | 27.0 | |
| Share transaction costs | 0.1 | |
| At December 31, 2021 | 27.1 | |
| Share transaction costs | — | |
| At December 31, 2022 | 27.1 | |
| |
| |
Obligation to purchase shares
As part of the August 5, 2021 authorized share repurchase program, the Company entered into share purchases at agreed prices, totaling 135,621 shares in late 2021 which had not been settled and were therefore not owned by Nomad until early 2022. As a result,at December 31, 2021, the Company recorded €3.0 million within accounts payable to recognize the liability for those shares, with a corresponding other receivable to reflect the value of the shares to be received upon settlement.
Founder Preferred Shares Annual Dividend Amount
EachAs of December 31, 2022, each of the Founder Entities holdsheld 750,000 shares for a total of 1,500,000 Founder Preferred Shares which were issued at $10.00 per share. The Founder Preferred Shares arewere intended to incentivize the Founders to achieve Nomad’s objectives. In addition to providing long term capital, the Founder Preferred Shares arewere 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 holders of ordinary shares on a long term basis. The Founder Preferred Shares arewere also intended to encourage the Founders to grow Nomad to maximize value for holders of ordinary shares. There are no Founder Preferred Shares held in Treasury. Founder Preferred Shares conferconferred upon the holder the following:
1.the right to 1one vote per Founder Preferred Share on all matters to be voted on by shareholders generally and to vote together with the holders of ordinary shares;
2.commencing on January 1, 2015 and for each financial year thereafter:
a.once the average price per ordinary share for the Dividend Determination Period, i.e. the last ten consecutive trading days of a year is at least $11.50 (which condition has been satisfied for the year ended December 31, 2015), the right to receive a Founder Preferred Shares Annual Dividend Amount (as more fully described below), payable in Ordinary Shares or cash, at the Company’s sole option; and
b.the right to receive dividends and other distributions as may be declared from time to time by the Company’s board of directors with respect to the Ordinary Shares (such dividends to be distributed among the holders of
Founder Preferred Shares, as if for such purpose the Founder Preferred Shares had been converted into Ordinary Shares immediately prior to such distribution) plus an amount equal to 20% of the dividend which would be
distributable on such number of Ordinary Shares equal to the Preferred Share Dividend Equivalent (as defined below); and
3.in addition to amounts payable pursuant to clause 2 above, the right, together with the holders of Ordinary Shares, to receive such portion of all amounts available for distribution and from time to time distributed by way of dividend or otherwise at such time as determined by the Directors; and
4.the right to an equal share (with the holders of Ordinary Shares on a share for share basis) in the distribution of the surplus assets of Nomad on its liquidation as are attributable to the Founder Preferred Shares; and
5.the ability to convert into Ordinary Shares on a 1-for-1 basis (mandatorily upon a Change of Control or the seventh full financial year after an acquisition)
See Note 27 for further information on the Founder Preferred Shares Dividends issued.
The Founder Preferred Shares converted into Ordinary Shares on a 1-for-1 basis on January 3, 2023.
26) Share-based compensation reserve
The Company's discretionary share award scheme, the LTIP, enables the Company’s Compensation Committee to make grants (“Awards”) in the form of rights over ordinary shares (“Awards”), to any Director, Non-Executive Director or employee of the Company. However, it is the Committee’s current intention that Awards be granted only to Directors and senior management, including senior management also serving as a director, whilst recognizing a separate annual Restricted Stock Award for Non-Executive Directors.
All Awards are to be settled by physical delivery of shares. Note 8(b) sets out the Non-Executive Director and Director and Senior Management Restricted share awards.
| | | | | |
| Share based
compensation reserve |
| €m |
Balance as of January 1, 20212022 | 8.36.9 | |
| Non-Executive Director restricted share awards charge | 0.80.6 | |
| Directors and Senior Management share awards charge | 4.36.6 | |
| Other awards share awards charge | 0.9 | |
| Shares issued upon vesting of awards | (0.7)(0.4) | |
| Reclassification of awards for settlement of tax liabilities | (5.8)(0.8) | |
Balance as of December 31, 20212022 | 6.913.8 | |
27)Founder Preferred Shares Dividend Reserve
Nomad has issuedThe Founder Preferred Shares to its Founder Entities.converted on a 1-for-1 basis into Ordinary Shares on January 3, 2023. A summary of the key terms of the Founder Preferred Shares is set out in Note 25.
The Founder Preferred Shares Annual Dividend Amount iswas 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. Commencing in 2015, the Founder Preferred Share Annual Dividend Amount became payable because the Company’s volume weighted average ordinary share price was above $11.50 for the last ten consecutive trading days of the 2015 financial year.
The Preferred Shares Annual Dividend amount iswas determined with reference to the Dividend Determination Period of a financial year, i.e. the last ten consecutive trading days and calculated as 20% of the increase in the volume weighted average share price of our ordinary shares across the determination period compared to the highest price previously used in calculating the Founder Preferred Share Annual Dividend Amounts (currently $25.2127) multiplied by 140,220,619 Preferred Share Dividend Equivalent (the “Preferred Share Dividend Equivalent”). The Preferred Share Dividend Equivalent iswas equal to the number of ordinary shares outstanding immediately following the Iglo Acquisition, but excluding the 13.7 million ordinary shares issued to the seller of the Iglo Group. The Founder Preferred Shares Annual Dividend Amount is paid for so long as the Founder Preferred Shares remain outstanding.
The amounts used for the purposes of calculating the Founder Preferred Shares Annual Dividend Amount and the relevant numbers of ordinary shares are subject to such adjustments for share splits, share dividends and certain other recapitalization events as the Directors in their absolute discretion determine to be fair and reasonable in the event of a consolidation or sub-division of the ordinary shares in issue, as determined in accordance with Nomad Foods’ Memorandum and Articles of Association.
Dividends on the Founder Preferred Shares arewere payable until the Founder Preferred Shares arewere converted into Ordinary Shares. The Founder Preferred Shares automatically convert on a one for one basis (i) on the last dayeffective as of the seventh full financial year following our acquisition of Iglo Foods (or if such day is not a trading day, the next trading day) or (ii) in the event of a change of control (unless the independent directors of our board of directors determine otherwise). The holders of Founder Preferred Shares may also be converted to Ordinary shares on a one for one basis at the option of the holder. In the event of an automatic conversion, a dividend on the Founder Preferred Shares shall be payable with respect to the shorted dividend year on the trading day immediately prior to the conversion. In the event of an optional conversion by the holder, no dividend on the Founder Preferred Shares shall be payable with respect to the year in which the conversion occurred.January 3, 2023.
On December 31, 2019, the Company’s Board of Directors approved a share dividend of an aggregate of 6,421,074 ordinary shares calculated as 20% of the increase in the market price of our ordinary shares compared to 2018 dividend price of $16.7538 multiplied by Preferred Share Dividend Equivalent. The Dividend Price used to calculate the Annual Dividend Amount was $21.7289 (calculated based upon the volume weighted average price for the last ten consecutive trading days of 2019) and the ordinary shares underlying the Founder Preferred Share Dividend were issued on January 2, 2020.
On December 31, 2020, the Company’s Board of Directors approved a share dividend of an aggregate 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 $21.7289 multiplied by the Preferred Share Dividend Equivalent. The Dividend Price used to calculate the Annual Dividend Amount was $25.2127 (calculated based upon the volume weighted average price for the last ten consecutive trading days of 2020) and the ordinary shares underlying the Founder Preferred Share Dividend were issued on January 4, 2021.
As of December 31, 2021 and as of December 31, 2022, no Founder Preferred Shares Annual Dividend Amount was due, as the average price per ordinary share for the last ten consecutive trading days of the year did not reach the previously achieved 2020 Dividend Price of $25.2127. As no further dividends are payable, the remaining reserve as of December 31, 2022 has been released directly to retained earnings.
| | | | | |
| Founder
Preferred Shares
Dividend Reserve |
| €m |
Balance as of January 1, 20212022 | 245.5166.0 | |
Settlement of dividend through share issueTransferred to retained earnings | (79.5)(166.0) | |
Balance as of December 31, 20212022 | 166.0— | |
28)Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations, as well as from the translation of liabilities that hedge the Company’s net investment in a foreign subsidiary.
| | | Year ended December 31, | | Year ended December 31, |
| | 2021 | | 2020 | | 2019 | | 2022 | | 2021 | | 2020 |
| | €m | | €m | | €m | | €m | | €m | | €m |
| Balance as of January 1 | Balance as of January 1 | 84.7 | | | 94.8 | | | 88.8 | | Balance as of January 1 | 105.1 | | | 84.7 | | | 94.8 | |
| Adjustment on adoption of hedge accounting under IFRS 9 | Adjustment on adoption of hedge accounting under IFRS 9 | 1.6 | | | — | | | — | | Adjustment on adoption of hedge accounting under IFRS 9 | — | | | 1.6 | | | — | |
| Restated balance as of January 1 | Restated balance as of January 1 | 86.3 | | | 94.8 | | | 88.8 | | Restated balance as of January 1 | 105.1 | | | 86.3 | | | 94.8 | |
| Foreign currency translation adjustments | Foreign currency translation adjustments | 31.7 | | | (23.6) | | | 19.2 | | Foreign currency translation adjustments | (15.8) | | | 31.7 | | | (23.6) | |
| Net deferred (losses)/gains on net investment hedges (1) | Net deferred (losses)/gains on net investment hedges (1) | (12.9) | | | 13.5 | | | (13.2) | | Net deferred (losses)/gains on net investment hedges (1) | — | | | (12.9) | | | 13.5 | |
| Total presented in Other Comprehensive Income | Total presented in Other Comprehensive Income | 18.8 | | | (10.1) | | | 6.0 | | Total presented in Other Comprehensive Income | (15.8) | | | 18.8 | | | (10.1) | |
| Balance as of December 31 | Balance as of December 31 | 105.1 | | | 84.7 | | | 94.8 | | Balance as of December 31 | 89.3 | | | 105.1 | | | 84.7 | |
(1) (Losses)/gains on net investment hedges are offset by €24.6 million of gains (2020: losses of €25.7 million, 2019: gains of €19.0 million)gains/(losses) on GBP net investments included within the foreign currency translation adjustments.adjustments (2021: gains of €24.6 million, 2020: losses of €25.7 million).
The translation reserve as at December 31, 2022 and as at December 31, 2021 does not include any balances relating to continuing hedging relationships. As at December 31, 2020, the translation reserve included €17.3 million relating to continuing hedging relationships in respect of GBP net investments. The translation reserve as at December 31, 20212022 included €50.8 million (2020: €46.4(2021: €50.8 million) relating to a discontinued hedging relationship in respect of GBP net investments.
29) Other reserves
Under IFRS, cost of hedging allows firms to separately account for the fair value movement attributable to foreign currency basis under other comprehensive income (OCI) thereby excluding its impact from the hedge designation itself. Details of the Company's cash flow hedge accounting is detailed in Note 33.
The table below shows the movement in the cash flow hedging reserve and cost of hedging reserve during the year, including the gains or losses arising on the revaluation of hedging instruments during the year and the amount reclassified from Other Comprehensive Income ("OCI") to the Consolidated Statement of Profit or Loss in the year.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cross currency interest rate swaps | | Forward currency contracts | | Total Cash flow hedge reserve | | Cost of Hedging reserve | | Total Other reserves | | | |
| €m | | €m | | €m | | €m | | €m | | | |
| Balance as of January 1, 2020 | (6.8) | | | (6.4) | | | (13.2) | | | — | | | (13.2) | | | | |
| Change in fair value of hedging instrument recognized in OCI for the year | (63.7) | | | (20.0) | | | (83.7) | | | — | | | (83.7) | | | | |
| Reclassified to cost of goods sold | — | | | 0.2 | | | 0.2 | | | — | | | 0.2 | | | | |
| Reclassified from OCI to net finance costs | 66.2 | | | — | | | 66.2 | | | — | | | 66.2 | | | | |
| Deferred tax | (0.2) | | | 6.2 | | | 6.0 | | | — | | | 6.0 | | | | |
| Balance as of December 31, 2020 | (4.5) | | | (20.0) | | | (24.5) | | | — | | | (24.5) | | | | |
| Reallocation for IFRS 9 changes to policy (start of the year) | 2.8 | | | — | | | 2.8 | | | (4.4) | | | (1.6) | | | | |
| Change in fair value of hedging instrument recognized in OCI for the year | 73.3 | | | 9.3 | | | 82.6 | | | 2.4 | | | 85.0 | | | | |
| Transferred to the carrying value of inventory | — | | | 27.6 | | | 27.6 | | | — | | | 27.6 | | | | |
| Reclassified from OCI to net finance costs | (64.1) | | | — | | | (64.1) | | | 1.7 | | | (62.4) | | | | |
| Deferred tax | (2.4) | | | (11.1) | | | (13.5) | | | (0.1) | | | (13.6) | | | | |
| Balance as of December 31, 2021 | 5.1 | | | 5.8 | | | 10.9 | | | (0.4) | | | 10.5 | | | | |
| Change in fair value of hedging instrument recognized in OCI for the year | 101.3 | | | 57.3 | | | 158.6 | | | 0.1 | | | 158.7 | | | | |
| Transferred to the carrying value of inventory | — | | | (55.2) | | | (55.2) | | | — | | | (55.2) | | | | |
| Reclassified from OCI to net finance costs | (92.2) | | | — | | | (92.2) | | | 1.3 | | | (90.9) | | | | |
| Deferred tax | (2.1) | | | (1.0) | | | (3.1) | | | (0.2) | | | (3.3) | | | | |
| Balance as of December 31, 2022 | 12.1 | | | 6.9 | | | 19.0 | | | 0.8 | | | 19.8 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cross currency interest rate swaps | | Forward currency contracts | | Total Cash flow hedge reserve | | Cost of Hedging reserve | | Total Other reserves |
| €m | | €m | | €m | | €m | | €m |
| Balance as of January 1, 2019 | 0.9 | | | 7.6 | | | 8.5 | | | — | | | 8.5 | |
| Change in fair value of hedging instrument recognized in OCI for the year | 28.1 | | | 3.8 | | | 31.9 | | | — | | | 31.9 | |
| Reclassified to cost of goods sold | — | | | (21.8) | | | (21.8) | | | — | | | (21.8) | |
| Reclassified from OCI to finance costs | (37.4) | | | — | | | (37.4) | | | — | | | (37.4) | |
| Deferred tax | 1.6 | | | 4.0 | | | 5.6 | | | — | | | 5.6 | |
| Balance as of December 31, 2019 | (6.8) | | | (6.4) | | | (13.2) | | | — | | | (13.2) | |
| Change in fair value of hedging instrument recognized in OCI for the year | (63.7) | | | (20.0) | | | (83.7) | | | — | | | (83.7) | |
| Reclassified to cost of goods sold | — | | | 0.2 | | | 0.2 | | | — | | | 0.2 | |
| Reclassified from OCI to finance costs | 66.2 | | | — | | | 66.2 | | | — | | | 66.2 | |
| Deferred tax | (0.2) | | | 6.2 | | | 6.0 | | | — | | | 6.0 | |
| Balance as of December 31, 2020 | (4.5) | | | (20.0) | | | (24.5) | | | — | | | (24.5) | |
| Reallocation for IFRS 9 changes to policy (start of the year) | 2.8 | | | — | | | 2.8 | | | (4.4) | | | (1.6) | |
| Transferred to the carrying value of inventory | — | | | 27.6 | | | 27.6 | | | — | | | 27.6 | |
| Change in fair value of hedging instrument recognized in OCI for the year | 73.3 | | | 9.3 | | | 82.6 | | | 2.4 | | | 85.0 | |
| Reclassified from OCI to finance costs | (64.1) | | | — | | | (64.1) | | | 1.7 | | | (62.4) | |
| Deferred tax | (2.4) | | | (11.1) | | | (13.5) | | | (0.1) | | | (13.6) | |
| Balance as of December 31, 2021 | 5.1 | | | 5.8 | | | 10.9 | | | (0.4) | | | 10.5 | |
30)Earnings per share
Basic earnings per share
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31, 2019 | | | Year ended December 31, 2022 | | Year ended December 31, 2021 | | Year ended December 31, 2020 | |
| Profit for the period attributable to equity owners of the parent (€m) | 181.0 | | | 225.2 | | | 154.0 | | | |
| Profit for the year attributable to equity owners of the parent (€m) | | Profit for the year attributable to equity owners of the parent (€m) | 249.8 | | | 181.0 | | | 225.2 | | |
| Weighted average Ordinary Shares and Founder Preferred Shares | Weighted average Ordinary Shares and Founder Preferred Shares | 178,070,770 | | | 194,019,070 | | | 192,004,803 | | | Weighted average Ordinary Shares and Founder Preferred Shares | 174,279,621 | | | 178,070,770 | | | 194,019,070 | | |
| Basic earnings per share (€’s) | Basic earnings per share (€’s) | 1.02 | | | 1.16 | | | 0.80 | | | Basic earnings per share (€’s) | 1.43 | | | 1.02 | | | 1.16 | | |
For the year ended December 31, 2021,2022, basic earnings per share is calculated by dividing the profit attributable to the shareholders of the Company of €181.0€249.8 million (year ended December 31, 2020: €225.22021: €181.0 million, year ended December 31, 2019: €154.02020: €225.2 million) by the weighted average number of Ordinary Shares of 176,570,770172,779,621 (December 31, 2020: 192,519,070,2021: 176,570,770, year ended December 31, 2019: 190,504,803)2020: 192,519,070) and Founder Preferred Shares of 1,500,000 (December 31, 2020:2021: 1,500,000, year ended December 31, 2019:2020: 1,500,000).
Diluted earnings per share
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31, 2019 | | | Year ended December 31, 2022 | | Year ended December 31, 2021 | | Year ended December 31, 2020 | |
| Profit for the period attributable to equity owners of the parent (€m) | 181.0 | | | 225.2 | | | 154.0 | | | |
| Profit for the year attributable to equity owners of the parent (€m) | | Profit for the year attributable to equity owners of the parent (€m) | 249.8 | | | 181.0 | | | 225.2 | | |
| Weighted average Ordinary Shares and Founder Preferred Shares | Weighted average Ordinary Shares and Founder Preferred Shares | 178,070,770 | | | 197,894,106 | | | 198,425,877 | | | Weighted average Ordinary Shares and Founder Preferred Shares | 174,279,621 | | | 178,070,770 | | | 197,894,106 | | |
| Diluted earnings per share (€’s) | Diluted earnings per share (€’s) | 1.02 | | | 1.14 | | | 0.78 | | | Diluted earnings per share (€’s) | 1.43 | | | 1.02 | | | 1.14 | | |
For the year ended December 31, 2021,2022, the number of shares in the diluted earnings per share calculation include nil shares for the dilutive impact of the Ordinary shares to settle the Founder Preferred Shares Annual Dividend for the year ended December 31, 2021,2022, as no shares were due to be issued. Refer to Notes 27 and 38 for further details.
31)Reconciliation of liabilities arising from financing activities
The table below details changes in the Company's liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be classified in the Company's consolidated statements of cash flows from financing activities.
| | | Cash / non-cash | Total loans and borrowings (Note 21) | | Financial payables (Note 22) | Derivatives: (Net) Fair value of forward foreign exchange and currency swap contracts FVPTL | Derivatives: (Net) Fair value of cross currency interest rate swaps | | Cash / non-cash | Total loans and borrowings (Note 21) | | Financial payables (Note 22) | Derivatives: (Net) Fair value of forward foreign exchange and currency swap contracts FVPTL | Derivatives: (Net) Fair value of cross currency interest rate swaps |
| | €m | | €m | | €m | | €m |
| Opening balance January 1, 2021 | | 1,758.8 | | | 3.3 | | 0.2 | | 72.3 | | |
| Opening balance January 1, 2022 | | Opening balance January 1, 2022 | | 2,227.4 | | | 19.7 | | 0.4 | | 20.6 | |
| Cash inflow (1) | Cash inflow (1) | Cash | 800.0 | | | — | | 0.3 | | 1.4 | | Cash inflow (1) | Cash | 799.3 | | | — | | 0.3 | | 139.1 | |
Cash outflow (2) | Cash outflow (2) | Cash | (436.0) | | | (38.1) | | — | | (2.3) | | Cash outflow (2) | Cash | (947.9) | | | (68.5) | | — | | — | |
Interest accretion (3)(2) | Interest accretion (3)(2) | Cash | 2.2 | | | 57.6 | | — | | — | | Interest accretion (3)(2) | Cash | 2.3 | | | 77.5 | | — | | — | |
| Acquired through business combinations | Non-cash | 19.6 | | | — | | — | | — | | |
| Exchange movement | Exchange movement | Non-cash | 64.1 | | | (0.2) | | — | | — | | Exchange movement | Non-cash | 60.9 | | | (0.3) | | — | | — | |
| Fair value changes | Fair value changes | Non-cash | — | | | — | | (0.1) | | (44.0) | | Fair value changes | Non-cash | — | | | — | | (0.7) | | (103.3) | |
| Other non-cash adjustments | Other non-cash adjustments | Non-cash | 18.7 | | | (2.9) | | — | | (6.8) | | Other non-cash adjustments | Non-cash | 22.9 | | | (2.3) | | — | | — | |
| Closing balance December 31, 2021 | | 2,227.4 | | | 19.7 | | 0.4 | | 20.6 | | |
| Closing balance December 31, 2022 | | Closing balance December 31, 2022 | | 2,164.9 | | | 26.1 | | — | | 56.4 | |
| | | | | | | | | | | | | | | | | |
| Cash / non-cash | Total loans and borrowings (Note 21) | Financial payables (Note 22) | Derivatives: (Net) Fair value of forward foreign exchange and currency swap contracts FVPTL | Derivatives: (Net) Fair value of cross currency interest rate swaps |
| | €m | €m | €m | €m |
| Opening balance January 1, 2020 | | 1,875.3 | | 4.1 | | (0.2) | | 15.3 | |
| Cash inflow (1) | Cash | — | | — | | — | | 6.8 | |
| Cash outflow (2) | Cash | (32.0) | | (57.0) | | (2.2) | | (3.9) | |
| Interest accretion (3) | Cash | 5.2 | | 58.8 | | — | | — | |
| Acquired through business combinations | Non-cash | 0.4 | | — | | — | | — | |
| Exchange movement | Non-cash | (71.7) | | 0.9 | | — | | — | |
| Fair value changes | Non-cash | — | | — | | 2.6 | | 54.1 | |
| Other non-cash adjustments | Non-cash | (18.4) | | (3.5) | | — | | — | |
| Closing balance December 31, 2020 | | 1,758.8 | | 3.3 | | 0.2 | | 72.3 | |
| | | | | | | | | | | | | | | | | |
| Cash / non-cash | Total loans and borrowings (Note 21) | Financial payables (Note 22) | Derivatives: (Net) Fair value of forward foreign exchange and currency swap contracts FVPTL | Derivatives: (Net) Fair value of cross currency interest rate swaps |
| | €m | €m | €m | €m |
| Opening balance January 1, 2021 | | 1,758.8 | | 3.3 | | 0.2 | | 72.3 | |
| Cash inflow (1) | Cash | 800.0 | | — | | 0.3 | | 1.4 | |
| Cash outflow | Cash | (436.0) | | (38.1) | | — | | (2.3) | |
| Interest accretion (2) | Cash | 2.2 | | 57.6 | | — | | — | |
| Acquired through business combinations | Non-cash | 19.6 | | — | | — | | — | |
| Exchange movement | Non-cash | 64.1 | | (0.2) | | — | | — | |
| Fair value changes | Non-cash | — | | — | | (0.1) | | (44.0) | |
| Other non-cash adjustments | Non-cash | 18.7 | | (2.9) | | — | | (6.8) | |
| Closing balance December 31, 2021 | | 2,227.4 | | 19.7 | | 0.4 | | 20.6 | |
(1) Cash inflows from cross currency interest rate swaps are part of effective cash flow hedging relationships and are
relationships. The amount related to payment of interest is presented within interest paid withinin the Consolidated StatementsStatement of Cash Flows. The amount related to repayment of loan principal is presented within proceeds from settlement of derivatives in the Consolidated Statement of Cash Flows.
(2) Cash outflows from cross currency interest rate swaps are not part of a cash flow hedge and are presented within
proceeds on settlement of derivatives within the Consolidated Statements of Cash Flows.
(3) Interest accretion includes interest on lease liabilities.
32)Cash flows from operating activities
| | | Year ended December 31, 2021 | | Year ended December 31, 2020 | | Year ended December 31, 2019 | | | Year ended December 31, 2022 | | Year ended December 31, 2021 | | Year ended December 31, 2020 | |
| | Note | | €m | | €m | | €m | | | Note | | €m | | €m | | €m | |
| Cash flows from operating activities | Cash flows from operating activities | | | | | | | | | Cash flows from operating activities | | | | | | | | |
| Profit for the period | | 181.0 | | | 225.1 | | | 153.6 | | | |
| Profit for the year | | Profit for the year | | 249.8 | | | 181.0 | | | 225.1 | | |
| Adjustments for: | Adjustments for: | | | Adjustments for: | | |
| Exceptional items | Exceptional items | 7 | | 45.3 | | | 20.6 | | | 54.5 | | | Exceptional items | 7 | | 48.7 | | | 45.3 | | | 20.6 | | |
| Non-cash fair value purchase price adjustment of inventory | Non-cash fair value purchase price adjustment of inventory | 5 | | 8.4 | | | — | | | — | | | Non-cash fair value purchase price adjustment of inventory | 5 | | — | | | 8.4 | | | — | | |
| | Share based payments expense | Share based payments expense | | 5.1 | | | 9.0 | | | 14.9 | | | Share based payments expense | | 8.1 | | | 5.1 | | | 9.0 | | |
| Depreciation and amortization | Depreciation and amortization | | 71.6 | | | 67.6 | | | 68.3 | | | Depreciation and amortization | | 88.6 | | | 71.6 | | | 67.6 | | |
| Loss on disposal and impairment of property, plant and equipment | Loss on disposal and impairment of property, plant and equipment | | 0.7 | | | 0.9 | | | 0.6 | | | Loss on disposal and impairment of property, plant and equipment | | 0.8 | | | 0.7 | | | 0.9 | | |
| Net finance costs | Net finance costs | 10 | | 106.0 | | | 63.7 | | | 73.2 | | | Net finance costs | 10 | | 54.4 | | | 106.0 | | | 63.7 | | |
| Taxation | Taxation | 11 | | 55.7 | | | 70.4 | | | 56.7 | | | Taxation | 11 | | 71.2 | | | 55.7 | | | 70.4 | | |
| Operating cash flow before changes in working capital, provisions and exceptional items | Operating cash flow before changes in working capital, provisions and exceptional items | | 473.8 | | | 457.3 | | | 421.8 | | | Operating cash flow before changes in working capital, provisions and exceptional items | | 521.6 | | | 473.8 | | | 457.3 | | |
| (Increase)/decrease in inventories | | (23.8) | | | (12.7) | | | 23.5 | | | |
| Decrease/(increase) in trade and other receivables | | 24.1 | | | (1.8) | | | (34.4) | | | |
| (Decrease)/increase in trade and other payables | | (25.0) | | | 107.2 | | | (40.6) | | | |
| Increase in employee benefit and other provisions | | 1.2 | | | 2.0 | | | 6.6 | | | |
| Increase in inventories | | Increase in inventories | | (61.7) | | | (23.8) | | | (12.7) | | |
| (Increase)/decrease in trade and other receivables | | (Increase)/decrease in trade and other receivables | | (38.3) | | | 24.1 | | | (1.8) | | |
| Increase/(decrease) in trade and other payables | | Increase/(decrease) in trade and other payables | | 5.6 | | | (25.0) | | | 107.2 | | |
| (Decrease)/increase in employee benefit and other provisions | | (Decrease)/increase in employee benefit and other provisions | | (2.4) | | | 1.2 | | | 2.0 | | |
| Cash generated from operations before tax and exceptional items | Cash generated from operations before tax and exceptional items | | 450.3 | | | 552.0 | | | 376.9 | | | Cash generated from operations before tax and exceptional items | | 424.8 | | | 450.3 | | | 552.0 | | |
33)Financial risk management
Overall risk management policy
The Company’s activities expose it to a variety of financial risks, including currency risk, interest rate risk, credit risk and liquidity risk.
The Company’s overall risk management program focuses on minimizing potential adverse effects on the Company’s financial performance. Where appropriate, the Company uses derivative financial instruments to hedge certain risk exposures.
Risk management is led by senior management and executed according to Company policy. All hedging activity is carried out by a central treasury department that evaluates and hedges financial risks according to forecasts provided by the Company’s operating units.
Derivatives and hedging
Derivatives are used for economic hedging purposes and not as speculative investments. Where derivatives do not meet hedge accounting criteria, they are classified as 'fair value through profit or loss' for accounting purposes and are accounted for at fair value through profit or loss. They are presented as current assets or liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period. The Company's derivative financial instruments are disclosed within Note 34.
Hedge accounting is applied to remove the accounting mismatch between the hedging instrument and the hedged item. The effective portion of the change in the fair value of the hedging instrument is accounted for in the translation reserve or cash flow hedge reserve through Other Comprehensive Income and will be recognized in profit or loss in the same period as the hedged item. Movements in the Company's translation reserve and cash flow hedging reserve are presented in Notes 28 and 29 respectively. The Company's accounting policy for hedge accounting is disclosed within Note 3.
In creating cash flow hedges over U.S. Dollar debt, the Company enters into cross currency hedging arrangements with matching critical terms as the hedged item, such as reference rate, reset dates, payment dates, and notional amount.On July 29, 2021 the Company extended its CCIRS used to hedge the foreign currency and interest rate risk on the currentits previous Senior USD Loan from May 2022 to May 2024 to align with the maturity date of the USD Term Loan. As part of the transaction, the EUR fixed rate paid by the Company has beenwas amended and reflected in the underlying interest cost. The transaction was considered to be a substantial modification of the hedging instruments, so is considered to be a new hedging relationship which will give rise to some ineffectiveness in future periods. CCIRS contracts that were previously used as a net investment hedge of the Company’s investments in Pound Sterling havewere also been extinguished. A change in fair value of the CCIRS arose as a consequence of the transaction, which the Company has elected to write-off immediately as a cost of extinguishment. This non-cash loss of €6.8 million, as well as the write-off of the cost of hedging reserves associated with the discontinued net investment hedge, arewere presented as a one-off charge for the transaction as disclosed in Note 10. The cash flow hedge reserve related to the previous hedge relationship will bewas then released on a straight line basis until May 2022.
As at December 31, 2021, the Company has $916.4 million of U.S. Dollar LIBOR floating rate debt. The Company uses cross currency interest rate swaps to convert this into €827.8 million of debt with a fixed rate of interest and designated as a cash flow hedge.
In creating cash flow hedges over U.S. Dollar debt, the Company enters into cross currency hedging arrangements with matching critical terms as the hedged item, such as reference rate, reset dates, payment dates, and notional amount. As part of the extension of the cross currency interest rate swaps on July 29, 2021 the Company entered into off market derivatives with an embedded financing component. Amortization of the embedded financing component shall leadled to some ineffectiveness in the hedging relationship.relationship until they were closed out on November 8, 2022.
As at December 31, 2022, the Company has $700.0 million of U.S. Dollar SOFR floating rate debt. The Company uses cross currency interest rate swaps to convert this into €700.6 million of debt with a fixed rate of interest and designated as a cash flow hedge.
In addition, the Company has interest rate swaps, where in exchange for receiving cash flows matching the payments of principal and interest due under the €130.0 million Senior EUR debt, the Company pays fixed amounts of interest and principal. These swaps have been designated as a cash flow hedge.
There was no material ineffectiveness during 20212022 in relation to the cash flow hedges using cross currency interest rate swaps and interest rate swaps.
The effects of the cash flow hedging instruments on the Company's financial position and performance are as follows:
| | | | | | | | | | | |
| All amounts stated in €m, unless otherwise stated | December 31, 2021 | | December 31, 2020 |
| USD - cross currency interest rate swaps | | | |
| Carrying amount of liability | (20.6) | | | (89.5) | |
| Notional amount (USD) | $916.4 | | $926.0 |
| Maturity date | 5/15/2024 | | 5/15/2022 |
| Change in fair value of outstanding hedging instruments since January 1 | 68.9 | | | (71.0) | |
| (Gain)/loss in value of hedged item used to determine effectiveness | (69.6) | | | 71.0 | |
| Weighted average hedged rate for the year | 1.11 | | | 1.11 | |
| | | | | | | | | | | |
| All amounts stated in €m, unless otherwise stated | December 31, 2022 | | December 31, 2021 |
| USD - cross currency interest rate swaps | | | |
| Carrying amount of liability | (56.6) | | | (20.6) | |
| Notional amount (USD) | $700.0 | | $916.4 |
| Maturity date | 10/10/2027 | | 5/15/2024 |
| Change in fair value of outstanding hedging instruments since January 1 | (36.0) | | | 68.9 | |
| Loss/(gain) in value of hedged item used to determine effectiveness | 36.0 | | | (69.6) | |
| Weighted average hedged rate of outstanding hedging instruments | 1.00 | | | 1.11 | |
| | | | | | | | | | | |
| All amounts stated in €m, unless otherwise stated | December 31, 2022 | | December 31, 2021 |
| EUR - interest rate swaps | | | |
| Carrying amount of liability | (0.2) | | | — | |
| Notional amount (EUR) | €130.0 | | — |
| Maturity date | 10/10/2027 | | N/A |
| Change in fair value of outstanding hedging instruments since January 1 | (0.2) | | | — | |
| Gain in value of hedged item used to determine effectiveness | (0.2) | | | — | |
| Weighted average hedged rate for the year (or since inception) | 6.7 | % | | — | % |
The effects of the net investment hedging instruments on the Company's financial position and performance are as follows:
| | | | | | | | | | | |
| All amounts stated in €m, unless otherwise stated | December 31, 2021 | | December 31, 2020 |
| UK cross-currency interest rate swaps hedge | | | |
| Carrying amount of cross-currency interest rate swaps | — | | | 14.3 | |
| Notional amount (GBP) | — | | £220.2 |
| Maturity date | 7/29/2021 | | 5/15/2022 |
| Change in fair value of cross-currency interest rate swaps as a result of foreign currency movements since January 1 | (12.9) | | | 13.5 | |
| Loss/(gain) in value of hedged item used to determine hedge effectiveness | 12.9 | | | (13.5) | |
| Weighted average hedged rate for the year | 1.19 | | | 1.19 | |
| | | | | | | | | | | |
| All amounts stated in €m, unless otherwise stated | December 31, 2022 | | December 31, 2021 |
| UK cross-currency interest rate swaps | | | |
| Carrying amount of cross-currency interest rate swaps | — | | | — | |
| Notional amount (GBP) | — | | — |
| Maturity date | N/A | | 7/29/2021 |
| Change in fair value of cross-currency interest rate swaps as a result of foreign currency movements since January 1 | — | | | (12.9) | |
| Loss/(gain) in value of hedged item used to determine hedge effectiveness | — | | | 12.9 | |
| Weighted average hedged rate for the year | — | | | 1.19 | |
The impact of the net investment hedge is taken directly to equity via the foreign currency translation reserve. The amount taken to this reserve that arose on the translation of the notional component of cross currency interest rate swaps was a loss ofnil (2021: €12.9 million (2020: €13.5 million gain)loss).
In determining hedge effectiveness for a net investment hedge, the economic relationship between hedging instrument and balance sheet exposure should be established including the notional amount and currency of the underlying investment. Hedge ineffectiveness may arise due to the value of the hedged item being less than the notional value of the hedging instrument. There was no material ineffectiveness in the net investment hedge in either 20212022 or 2020.2021. The ineffective amount taken through the Consolidated Statements of Profit or Loss in 20212022 amounted to €nil (2020: €nil)nil (2021: nil).
The Company's policy is to reduce its risk of foreign exchange movements on material operating cash flows in currencies other than the operating entity's functional currency using forward foreign exchange contracts designated as cash flow hedges. These forecast cash flows represent the hedged item and is subject to management assessment.
In order to qualify as a cash flow hedge, the hedging instrument must meet the requirements of IFRS 9, including alignment of the critical terms between the hedging instrument and hedged item. The group designates the forward component of forward contracts as the hedging instrument.
Hedge ineffectiveness may arise if the timing or amount of the forecast transaction changes from what was originally estimated, or if credit dominates the relationship between hedged item of hedging instrument. There was no material ineffectiveness during 20212022 in relation to the forward foreign exchange contracts.
The effects of the foreign currency hedging instruments on the Company's financial position and performance are as follows:
| | As at December 31, 2021 | EUR/USD | | GBP/USD | | GBP/EUR | | SEK/EUR | | SEK/USD | | Other Currencies | |
| As at December 31, 2022 | | As at December 31, 2022 | EUR/USD | | GBP/USD | | GBP/EUR | | SEK/EUR | | SEK/USD | | Other Currencies |
| | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m |
| Derivative financial instruments - forward currency contracts | Derivative financial instruments - forward currency contracts | | | | | | | | | | | | Derivative financial instruments - forward currency contracts | | | | | | | | | | | |
| Carrying amount of (liability)/asset | 17.5 | | | 1.2 | | | (6.7) | | | 0.5 | | | 0.1 | | | 0.3 | | |
| Carrying amount of asset | | Carrying amount of asset | 4.4 | | | 2.0 | | | 6.4 | | | 2.4 | | | 0.5 | | | 0.5 | |
| Notional amount | Notional amount | 343.6 | | | 58.4 | | | 244.7 | | | 70.4 | | | 4.5 | | | 96.4 | | Notional amount | 288.6 | | | 44.3 | | | 194.9 | | | 58.2 | | | 9.8 | | | 45.9 | |
| Fair value (gains)/losses of outstanding hedging instruments since January 1 | (26.3) | | | (0.5) | | | 12.0 | | | (0.9) | | | 13.5 | | | 0.6 | | |
| Fair value losses/(gains) of outstanding hedging instruments since January 1 | | Fair value losses/(gains) of outstanding hedging instruments since January 1 | 6.2 | | | (6.7) | | | (9.0) | | | (4.4) | | | (0.6) | | | (0.6) | |
| Weighted average hedge rate for the year | Weighted average hedge rate for the year | 1.20 | | | 1.38 | | | 1.15 | | | 0.10 | | | 0.11 | | | — | | Weighted average hedge rate for the year | 1.09 | | | 1.30 | | | 1.16 | | | 0.09 | | | 0.10 | | | N/A |
| | As at December 31, 2020 | EUR/USD | | GBP/USD | | GBP/EUR | | SEK/EUR | | SEK/USD | | Other Currencies | |
| As at December 31, 2021 | | As at December 31, 2021 | EUR/USD | | GBP/USD | | GBP/EUR | | SEK/EUR | | SEK/USD | | Other Currencies |
| | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m |
| Derivative financial instruments - forward currency contracts | Derivative financial instruments - forward currency contracts | | | | | | | | | | | | Derivative financial instruments - forward currency contracts | | | | | | | | | | | |
| Carrying amount of asset/(liability) | Carrying amount of asset/(liability) | (21.9) | | | (3.7) | | | 1.4 | | | (4.0) | | | (2.6) | | | (0.5) | | Carrying amount of asset/(liability) | 17.5 | | | 1.2 | | | (6.7) | | | 0.5 | | | 0.1 | | | 0.3 | |
| Notional amount | Notional amount | 249.0 | | | 53.5 | | | 159.0 | | | 77.3 | | | 14.1 | | | 16.8 | | Notional amount | 343.6 | | | 58.4 | | | 244.7 | | | 70.4 | | | 4.5 | | | 96.4 | |
| Fair value (gains)/losses of outstanding hedging instruments since January 1 | Fair value (gains)/losses of outstanding hedging instruments since January 1 | (20.6) | | | (2.0) | | | 8.5 | | | (4.2) | | | (2.2) | | | 0.8 | | Fair value (gains)/losses of outstanding hedging instruments since January 1 | (26.3) | | | (0.5) | | | 12.0 | | | (0.9) | | | 13.5 | | | 0.6 | |
| Weighted average hedge rate for the year | Weighted average hedge rate for the year | 1.13 | | | 1.28 | | | 1.12 | | | 0.09 | | | 0.10 | | | 0.21 | | Weighted average hedge rate for the year | 1.20 | | | 1.38 | | | 1.15 | | | 0.10 | | | 0.11 | | | — | |
Gains/losses in the year from foreign exchange swap contracts used for liquidity purposes designated as fair value through the Consolidated Statements of Profit or Loss amounted to a €0.2 million gain (2021: €0.6 million gain, (2020:2020: €2.4 million loss, 2019: €4.8 million gain)loss).
Losses in the year from cross currency interest rate swap contracts designated as fair value through the Consolidated Statement of Profit or Loss amounted to a €0.1 million loss (2021: €14.3 million loss, (2020:2020: €3.2 million loss, 2019: €13.6 million loss).
Market risk (including foreign exchange and interest rate risk)
In managing market risks, the Company aims to minimize the impact of short term fluctuations on the Company’s earnings. Over the longer term, permanent changes in both foreign exchange rates and interest rates will have an impact on consolidated earnings.
| | | | | | | | |
| Currency risk | | Foreign currency risk on assets and liabilities in currencies other than functional currency |
Foreign Exchange
translation risk The Company is exposed to foreign exchange translation risk arising from the translation of assets and liabilities denominated in currencies other than the Euro. Key areas of foreign currency exposure include non-Euro debt and investments in subsidiaries not held in Euro. Company policy is to mitigate the potential foreign exchange translation risk by converting where appropriate, borrowings into Euro. This has been achieved on the Senior USD Loan through the use of cross currency interest rate swaps designated as a cash flow hedge. The Company also hedged translation exposure on consolidation of GBP net assets through the use of cross currency interest rate swaps designated as a net investment hedge. The net investment hedge was discontinued when CCIRS contracts that were used as a net investment hedge of the Company’s investments in Pound Sterling were extinguished.
Mitigation & Impact on
Statement of Financial Foreign exchange translation risk resulting from the translation of non-Euro
Position Denominated borrowings into Euros, to the extent that they are hedged will be mitigated by the translation of the underlying cross currency interest rate hedging arrangements.
| | | | | | | | |
| Currency risk | | Foreign currency risk on purchases |
The Company is exposed to foreign exchange risk where a business unit has material operating cash flows in a currency other than the functional currency of that entity.
The most significant exposures for the Company are the purchase of raw materials, stock and services purchased in U.S. Dollars and Euros.
Mitigation & Impact on The Company’s policy is to reduce this risk by using foreign exchange forward contracts
Statement of Financial that are designated as cash flow hedges.
Position / Equity
As at December 31, 2021,2022, the fair value of USD forward contracts entered into to hedge the future purchase of U.S. Dollars in EUR, GBP and SEK functional currency entities is an asset of €6.9 million (2021: €18.8 million (2020: €28.3 million liability)asset). All forecast transactions are still expected to occur. As at December 31, 2021,2022, 99.0% (2021: 95.1% (2020: 87.9%) of forecast future U.S. Dollar payments to the end of 20222023 were hedged through the use of forward contracts and existing cash. All forward contracts have been designated as cash flow hedges and have a maturity within the next 12 months.
The fair value of the Euro forward contracts with reference to non-Euro functional currencies as at December 31, 2021,2022, is a liability of €5.9€9.7 million (2020: €3.1(2021: €5.9 million). As at December 31, 2021,2022, 62.1% (2021: 77.2% (2020: 84.9%) of forecast future net Euro payments to the end of 20222023 were hedged through the use of forward contracts and existing cash. All forward contracts have been designated as cash flow hedges and have a maturity within the next 12 months.
Sensitivity analysis During 2021,The Company is sensitive to changes in primarily the Euro weakened by 7.3% against Pound Sterling (2020: strengthened by 5.2%, 2019: weakened by 5.3%), weakened by 7.8% against the U.S. Dollar (2020: strengthened by 9.6%, 2019: weakened by 2.0%) and strengthened by 1.8% against the Swedish Krona (2020: weakened by 3.8%, 2019: strengthened by 2.2%).following currency pairs:
1) EUR/USD
2) GBP/EUR
3) SEK/EUR
These impact the valuation of our financial instruments. The table below illustrates the hypothetical sensitivity of the Company’s reported profit and closing equity to a 1%5% movement in the EUR/GBP, EUR/USD and EUR/SEK exchange rates at the reporting date, assuming all other variables remain unchanged. This analysis is for illustrative purposes only, as in practice the foreign exchange rates rarely change in isolation. Figures are presented post-tax.
The analysis assumes that exchange rate fluctuations on foreign exchange derivatives that form part of an effective cash flow hedge relationship affect the cash flow hedge reserve in equity. For foreign exchange derivatives which are not designated hedges, movements in exchange rates impact the Income Statement.
Positive figures represent an increase in profit or equity.
| | | | | | | | | | | | | | | | | | | | | | | |
| Profit or loss | | Equity |
| 2021 | | 2020 | | 2021 | | 2020 |
| €m | | €m | | €m | | €m |
| 1% increase in the value of the Euro against Pound Sterling | — | | | 0.7 | | | 1.5 | | | 2.8 | |
| 1% increase in the value of the Euro against U.S. Dollar | — | | | — | | | (2.0) | | | (1.4) | |
| 1% increase in the value of the Euro against Swedish Krona | (0.4) | | | (0.4) | | | 0.4 | | | 0.5 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Profit or loss | | Equity |
| 2022 | | 2021 | | 2022 | | 2021 |
| €m | | €m | | €m | | €m |
| 5% increase in the value of the Euro against Pound Sterling (2021: 1%) | (1.9) | | | — | | | (6.8) | | | 1.5 | |
| 5% increase in the value of the Euro against U.S. Dollar (2021: 1%) | (2.0) | | | — | | | (10.8) | | | (2.0) | |
| 5% increase in the value of the Euro against Swedish Krona (2021: 1%) | (2.5) | | | (0.4) | | | 2.1 | | | 0.4 | |
A 1%5% decrease in the value of the Euro against the currencies identified in the table above would result in a equal and opposite movement to the values disclosed in the table above. This analysis is for illustrative purposes.
On an annualized 2021 basis, and assuming all other factors remain constant, for each 1% movement in value of the Euro against Pound Sterling, the impact to the Company profit or loss before tax would be approximately €3.3 million (2020: €3.0 million), excluding the impact of any forward contracts.
On an annualized 2021 basis, and assuming all other factors remain constant, for each 1% movement in value of the Euro against the U.S. Dollar, the impact to the Company profit or loss before tax would be approximately €3.0 million (2020: €3.0 million), excluding the impact of any forward contracts.
On an annualized 2021 basis, and assuming all other factors remain constant, for each 1% movement in value of the Euro against Swedish Krona, the impact to the Company profit or loss before tax would be approximately €1.0 million (2020: €1.1 million), excluding the impact of any forward contracts.
We do not expect purchase levels to be materially different in the coming year.
Description The Company is exposed to changes in interest rates to the extent that it enters into floating rate borrowings, including the senior loans.
Mitigation & Impact on
Equity / Income The Company’s policy on interest rate risk is to mitigate the Company’s exposure to fluctuations
Statement in interest rates.
As a result of decisions taken by national regulators, GBP LIBOR and certain USD LIBOR time periods were phased out at the end of Decin 2021 and replaced by alternative reference indexes (SONIA and SOFR). The new reference rate is reflected in the Company’s latest issuance of U.S. Dollar term loan and related cross currency interest rate swaps, which use SOFR as the benchmark.
There are no current plans to phase out EURIBOR. If EURIBOR ceases to exist, we will need to renegotiate the interest rate payable on Euro denominated portion of our Senior Facilities Agreement with our lenders. Our expectation is that both debt agreements and hedging contracts will be aligned to the new benchmarks as they become known, and as such it is highly probable that the existing hedging relationships can be continued. It is expected that the transition to the new benchmarks, to the extent not already reflected in the current financing facilities, will occur during the refinance of the USD Term Loan.
There are no current plans to phase out EURIBOR. If EURIBOR ceases to exist, we will need to renegotiate our Senior Facilities Agreement with our lenders and associated cross currency interest rate swaps.
Sensitivity analysis During 2021, three2022, six month EURIBOR rates increased from zero to 2.7% (2021: remained below zero (2020: no change)zero). Within the Euro denominated senior loans, there is a EURIBOR floorfloor of 0%.
If interest rates were to move by 1%, this would have a correspondingly decrease or increase in the Company’s profit/(loss) before tax by approximately €2.6€5.1 million (2020: €5.6(2021: €2.6 million), subject to the EURIBOR floor of 0%. and after taking into consideration the portion of the borrowings that are on fixed interest rate or are synthetically converted into fixed interest rate using interest rate derivatives.
Credit risk
Description Credit risk arises on cash and cash equivalents, derivative financial instruments with banks and financial institutions, any short term investments, as well as on credit exposures to customers. See Note 18 for analysis of the trade receivables balance and Note 20 for analysis of the cash and cash equivalents balance. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets.
Mitigation The Company limits counterparty exposures by monitoring each counterparty carefully and where possible, sets credit limits according to approved treasury policy. The Company limits its exposure to individual financial institutions by diversification of exposure across a range of financial institutions.
The credit quality of customers is assessed taking into account their financial position, past experience and other factors. Credit limits are set for customers and regularly monitored to mitigate ongoing payment risk.
Liquidity risk
Description The Company is exposed to the risk that it is unable to meet its commitments as they fall due. The Company has financial conditions, including financial covenants as part of the Senior debt arrangements which it must comply with in order to maintain its current level of borrowings. There have been no breaches of the covenants throughout the year.
Mitigation The Company ensures that it has sufficient cash and available funding through regular cash flow and covenant forecasting. The Company uses liquidity swaps to manage timing of cash flows in non-functional currencies. These swaps are accounted for as FVTPL. In addition, the Company has access to a revolving credit facility of €175.0 million, expiring in June 2026. This is available for general corporate purposes. Currently €2.8€1.8 million is utilized for letters of credit, overdrafts, customs bonds and bank guarantees.
Capital risk management
The objective of the Company when considering total capital is to protect the value of capital investments and to generate returns on shareholder funds. Total capital is defined as including Loans and Borrowings and equity, including derivatives used for the purpose of hedging currency and interest exposure on Loans and Borrowings, but excluding the cash flow hedging reserve.
In support of its objectives, the Company may undertake actions to adjust its capital structure accordingly. Actions may include, but not limited to, raising or prepayment of Borrowings together with related derivative instruments, issuance of additional share capital, payment of dividends or share repurchase programs.
Maturity analysis
The USD senior loan includes the annual requirement to repay 1% of the original issued notional of $9.6$7.0 million (€8.7(€6.6 million) (2020:beginning October 2023 (2021: €8.7 million) In addition, the Senior Facilities Agreement also includes an excess cash flow calculation whereupon an amount of principal shall be repaid based upon terms including cash generated and leverage. Based upon the calculation as at December 31, 2021,2022, no excess cash flow will be repayable in 2022 (2020:2023 (2021: nil repayable in 2021)2022).
The tables below show a maturity analysis of contractual undiscounted cash flows prepared using forward interest rates where applicable, showing items at the earliest date on which the Company could be required to pay the liability:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | 2023 | | 2024 | | 2025 | | 2026 | | 2027 | | Over 5 years | | Total |
| €m | | €m | | €m | | €m | | €m | | €m | | €m |
| Borrowings-principal | 6.6 | | | 6.6 | | | 6.6 | | | 6.6 | | | 6.6 | | | 2,107.1 | | | 2,140.1 | |
| Borrowings-interest | 103.0 | | | 117.3 | | | 107.5 | | | 105.2 | | | 104.8 | | | 160.5 | | | 698.3 | |
| Forward contracts Sell | 623.6 | | | — | | | — | | | — | | | — | | | — | | | 623.6 | |
| Forward contracts Buy | (641.7) | | | — | | | — | | | — | | | — | | | — | | | (641.7) | |
| Cross Currency Interest Rate Swaps Pay | 50.5 | | | 54.2 | | | 53.6 | | | 53.1 | | | 718.2 | | | — | | | 929.6 | |
| Cross Currency Interest Rate Swaps Receive | (58.9) | | | (59.9) | | | (53.2) | | | (51.8) | | | (675.3) | | | — | | | (899.1) | |
| Interest Rate Swaps Pay | 8.1 | | | 8.9 | | | 8.8 | | | 8.8 | | | 8.8 | | | — | | | 43.4 | |
| Interest Rate Swaps Receive | (7.7) | | | (9.4) | | | (8.8) | | | (8.7) | | | (8.7) | | | — | | | (43.3) | |
| Lease Liabilities | 22.1 | | | 12.9 | | | 8.1 | | | 6.4 | | | 3.3 | | | 19.9 | | | 72.7 | |
| Trade and other payables excluding non-financial liabilities | 652.2 | | | — | | | — | | | — | | | — | | | — | | | 652.2 | |
| Total | 757.8 | | | 130.6 | | | 122.6 | | | 119.6 | | | 157.7 | | | 2,287.5 | | | 3,575.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2021 | 2022 | | 2023 | | 2024 | | 2025 | | 2026 | | Over 5 years | | Total |
| €m | | €m | | €m | | €m | | €m | | €m | | €m |
| Borrowings-principal | 8.5 | | | 8.5 | | | 791.7 | | | — | | | — | | | 1,353.2 | | | 2,161.9 | |
| Borrowings-interest | 57.5 | | | 63.5 | | | 50.4 | | | 34.0 | | | 34.1 | | | 67.0 | | | 306.5 | |
| Forward contracts Sell | 805.3 | | | — | | | — | | | — | | | — | | | — | | | 805.3 | |
| Forward contracts Buy | (818.0) | | | — | | | — | | | — | | | — | | | — | | | (818.0) | |
| Cross Currency Interest Rate Swaps Pay | 25.0 | | | 24.9 | | | 818.5 | | | — | | | — | | | — | | | 868.4 | |
| Cross Currency Interest Rate Swaps Receive | (30.8) | | | (38.0) | | | (808.0) | | | — | | | — | | | — | | | (876.8) | |
| Lease Liabilities | 23.1 | | | 18.2 | | | 11.2 | | | 7.3 | | | 5.6 | | | 25.2 | | | 90.6 | |
| Trade and other payables excluding non-financial liabilities | 647.1 | | | — | | | — | | | — | | | — | | | — | | | 647.1 | |
| Total | 717.7 | | | 77.1 | | | 863.8 | | | 41.3 | | | 39.7 | | | 1,445.4 | | | 3,185.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2020 | 2021 | | 2022 | | 2023 | | 2024 | | 2025 | | Over 5 years | | Total |
| €m | | €m | | €m | | €m | | €m | | €m | | €m |
| Borrowings-principal | 7.8 | | | 7.8 | | | 7.8 | | | 1,683.1 | | | — | | | — | | | 1,706.5 | |
| Borrowings-interest | 46.6 | | | 46.8 | | | 47.2 | | | 20.4 | | | — | | | — | | | 161.0 | |
| Forward contracts Sell | 677.3 | | | — | | | — | | | — | | | — | | | — | | | 677.3 | |
| Forward contracts Buy | (647.5) | | | — | | | — | | | — | | | — | | | — | | | (647.5) | |
| Cross Currency Interest Rate Swaps Pay | 38.5 | | | 1,135.9 | | | — | | | — | | | — | | | — | | | 1,174.4 | |
| Cross Currency Interest Rate Swaps Receive | (34.6) | | | (1,059.0) | | | — | | | — | | | — | | | — | | | (1,093.6) | |
| Lease Liabilities | 17.2 | | | 13.6 | | | 9.9 | | | 6.2 | | | 5.2 | | | 28.1 | | | 80.2 | |
| Trade and other payables excluding non-financial liabilities | 601.1 | | | — | | | — | | | — | | | — | | | — | | | 601.1 | |
| Total | 706.4 | | | 145.1 | | | 64.9 | | | 1,709.7 | | | 5.2 | | | 28.1 | | | 2,659.4 | |
34)Financial instruments
Categories of 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
fair value
through profit
or loss | | Derivatives designated in hedge relationships | | Financial
liabilities at
amortized cost | | Total | | Financial assets at amortized cost | | Financial Assets at Fair Value through profit or loss | | | Derivatives designated in hedge relationships | | Financial
liabilities at
amortized cost | | Total |
| 2021 | €m | | €m | | €m | | €m | | €m | | €m | |
| 2022 | | 2022 | €m | | €m | | | €m | | €m | | €m |
| Assets | Assets | | | | | | | | | | | | Assets | | | | | | | | | | |
| Trade and other receivables | Trade and other receivables | 201.6 | | | — | | | — | | | — | | | — | | | 201.6 | | Trade and other receivables | 230.8 | | | — | | | | — | | | — | | | 230.8 | |
| Derivative financial instruments | Derivative financial instruments | — | | | — | | | 0.5 | | | 19.7 | | | — | | | 20.2 | | Derivative financial instruments | — | | | — | | | | 20.1 | | | — | | | 20.1 | |
| Cash and cash equivalents | Cash and cash equivalents | 254.2 | | | — | | | — | | | — | | | — | | | 254.2 | | Cash and cash equivalents | 330.0 | | | 39.7 | | | | — | | | — | | | 369.7 | |
| | Liabilities | Liabilities | | Liabilities | | | |
| Trade and other payables excluding non-financial liabilities | Trade and other payables excluding non-financial liabilities | — | | | — | | | — | | | — | | | (647.1) | | | (647.1) | | Trade and other payables excluding non-financial liabilities | — | | | — | | | | — | | | (652.2) | | | (652.2) | |
| Derivative financial instruments | Derivative financial instruments | — | | | — | | | (0.1) | | | (28.0) | | | — | | | (28.1) | | Derivative financial instruments | — | | | — | | | | (60.3) | | | — | | | (60.3) | |
| Loans and borrowings (1) | Loans and borrowings (1) | — | | | — | | | — | | | — | | | (2,236.8) | | | (2,236.8) | | Loans and borrowings (1) | — | | | — | | | | — | | | (2,206.8) | | | (2,206.8) | |
| Total | Total | 455.8 | | | — | | | 0.4 | | | (8.3) | | | (2,883.9) | | | (2,436.0) | | Total | 560.8 | | | 39.7 | | | | (40.2) | | | (2,859.0) | | | (2,298.7) | |
(1) Loans and borrowings excludes €9.4€41.9 million of deferred capitalized debt discounts borrowing costs which are included within €2,227.4 €2,164.9 million of total loans and borrowings in Note 21.
| | | Financial assets at amortized cost | | Financial Assets at Fair Value through profit or loss | | Derivatives at
fair value
through profit
or loss | | Derivatives designated in hedge relationships | | Financial
liabilities at
amortized cost | | Total | | Financial assets at amortized cost | | | Derivatives at
fair value
through profit
or loss | | Derivatives designated in hedge relationships | | Financial
liabilities at
amortized cost | | Total |
| 2020 | €m | | €m | | €m | | €m | | €m | | €m | |
| 2021 | | 2021 | €m | | | €m | | €m | | €m | | €m |
| Assets | Assets | | | | | | | | | | | | Assets | | | | | | | | | | |
| Trade and other receivables | Trade and other receivables | 141.2 | | | — | | | — | | | — | | | — | | | 141.2 | | Trade and other receivables | 201.6 | | | | — | | | — | | | — | | | 201.6 | |
| Derivative financial instruments | Derivative financial instruments | — | | | — | | | 2.9 | | | 19.8 | | | — | | | 22.7 | | Derivative financial instruments | — | | | | 0.5 | | | 19.7 | | | — | | | 20.2 | |
| Cash and cash equivalents | Cash and cash equivalents | 393.2 | | | — | | | — | | | — | | | — | | | 393.2 | | Cash and cash equivalents | 254.2 | | | | — | | | — | | | — | | | 254.2 | |
| Short - term investments | — | | | 25.0 | | | — | | | — | | | — | | | 25.0 | | |
| | Liabilities | Liabilities | | Liabilities | — | | | | |
| Trade and other payables excluding non-financial liabilities | Trade and other payables excluding non-financial liabilities | — | | | — | | | — | | | — | | | (601.1) | | | (601.1) | | Trade and other payables excluding non-financial liabilities | — | | | | — | | | — | | | (647.1) | | | (647.1) | |
| Derivative financial instruments | Derivative financial instruments | — | | | — | | | (0.2) | | | (124.8) | | | — | | | (125.0) | | Derivative financial instruments | — | | | | (0.1) | | | (28.0) | | | — | | | (28.1) | |
| Loans and borrowings (2) | Loans and borrowings (2) | — | | | — | | | — | | | — | | | (1,765.7) | | | (1,765.7) | | Loans and borrowings (2) | — | | | | — | | | — | | | (2,236.8) | | | (2,236.8) | |
| Total | Total | 534.4 | | | 25.0 | | | 2.7 | | | (105.0) | | | (2,366.8) | | | (1,909.7) | | Total | 455.8 | | | | 0.4 | | | (8.3) | | | (2,883.9) | | | (2,436.0) | |
(2) Loans and borrowings excludes €6.9excludes €9.4 million of deferredcapitalized borrowing costs which are included within €1,758.8€2,227.4 million ofof total non-current loans and borrowings in Note 21.
Fair values
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, Nomad uses various methods including market, income and cost approaches. Based on these approaches, Nomad utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs may be readily observable, market corroborated, or generally unobservable inputs. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values.
Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:
Level 1—Quoted prices for identical assets and liabilities traded in active exchange markets, such as the New York Stock Exchange.
Level 2—Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data.
Level 3—Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for non binding single dealer quotes not corroborated by observable market data. Where market information is not available to support internal valuations, reviews of third party valuations are performed.
While Nomad believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.
The following is a description of the valuation methodologies and assumptions used for estimating the fair values of financial instruments held by the Company.
(i)Derivative financial instruments
Derivative financial instruments are held at fair value. There is no difference between carrying value and fair value. 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’.
(ii)Trade and other payables/receivables
The notional amount of trade and other payables/receivables are deemed to be carried at fair value, short term and settled in cash.
(iii)Cash and cash equivalents
The carrying value of cash and cash equivalents is deemed to equal fair value.
(iv)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”.
(v)Interest bearing loans and liabilities
The fair value of secured notes is determined by reference to price quotations in the active market in which they are traded. They are classified as level 1 instruments. The fair value of the senior loans is calculated by discounting the expected future cash flows at the year 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.
On June 24, 2021, the Company through its indirect, wholly-owned subsidiary, Nomad Foods Bondco Plc, repaid the €400.0 million 3.25% senior secured notes due 2024 and completed a private offering of €750.0 million aggregate principal amount of 2.5% senior secured notes due June 24, 2028 (the “Notes”). Interest on the Notes accrues from the date of issue and is payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2022. The Notes are guaranteed on a senior basis by the Company and certain subsidiaries thereof. This transaction was accounted for as an extinguishment of the existing Notes and previously capitalized eligible transaction costs were written-off to the Statement of Comprehensive Income, as disclosed in Note 10. On the new Notes, eligible transaction costs of approximately €4.0 million were capitalized and will be amortized over the life of the debt.
On July 9, 2021 the Company announced that Nomad Foods Bondco Plc, an indirect, wholly-owned subsidiary of the Company, completed its private offering of €50.0 million aggregate principal amount of additional 2.5% senior secured notes due 2028, representing a tack-on to the €750.0 million aggregate principal amount of senior secured notes due 2028 issued on June 24, 2021, and issued at a price of €100.75.
On June 24, 2021, the Company amended and restated the Senior Facilities Agreement to refinance its existing €553.2 million senior secured term loan facility originally due in May 2024, through a new 7-year term facility due 2028 (the "Senior EUR Loan"), paying interest at a rate equal to EURIBOR with a zero floor plus a margin of 2.5%. This transaction was accounted for as an extinguishment of the existing debt and previously capitalized eligible transaction costs were written-off to the Statement of Comprehensive Income, as disclosed in Note 10. On the new Senior EUR Loan, eligible transaction costs of approximately €3.8 million were capitalized and will be amortized over the life of the debt.
Under the refinancing, the existing revolving credit facility of €80.0 million due 2023, was replaced with a new €175.0 million facility (the "Revolving Credit Facility") available until June 2026 with an applicable margin of 2.25% per annum and that includes a leverage ratchet. The Revolving Credit Facility may be utilized to support working capital requirements, including letters of credit and bank guarantees. The structure of the Revolving Credit Facility now also includes a pricing structure linked to environmental impact metrics during the life of the facility, and by doing so demonstrates further commitment to the Company’s sustainability strategy by incorporating ESG target KPIs covering areas of sourcing, packaging and carbon emissions.
The Company continues to have outstanding senior USD loans as at December 31, 2021 of $916.4 million (€808.6 million) (the “Senior USD Loan”). The Senior USD Loan is repayable in May 2024. The Senior USD Loan requires a repayment of $9.6 million (€8.5 million) in May each year until maturity equivalent to 1.0% of the original issued notional.
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.
The Company uses cross currency interest rate swaps (“CCIRS”) to convert its $916.4 million of floating rate Senior USD Loans into €827.8 million of EUR denominated debt with a fixed rate of interest, designated as a cash flow hedge.
On July 29, 2021 the Company extended its CCIRS used to hedge the foreign currency and interest rate risk on the current Senior Secured USD Term Loan from May 2022 to May 2024 to align with the maturity date of the USD Term Loan. As part of the transaction, the EUR fixed rate paid by the Company has been amended and reflected in the underlying interest cost. The transaction is considered to be a substantial modification of the hedging instruments, so is considered to be a new hedging relationship which will give rise to some ineffectiveness in future periods. CCIRS contracts that have previously been used as a net investment hedge of the Company’s investments in Pound Sterling have also been extinguished. A change in fair value of the CCIRS arose as a consequence of the transaction, which the Company has elected to write-off immediately as a cost of extinguishment. This non-cash loss, as well as the write-off of the cost of hedging reserves associated with the discontinued net investment hedge, are presented as a one-off charge for the transaction as disclosed in Note 10. The cash flow hedge reserve related to the previous hedge relationship will be released on a straight line basis until May 2022.
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 | | Fair value | | Carrying value |
| | December 31, 2021 | | December 31, 2020 | | December 31, 2021 | | December 31, 2020 | | December 31, 2022 | | December 31, 2021 | | December 31, 2022 | | December 31, 2021 |
| | €m | | €m | | €m | | €m | | €m | | €m | | €m | | €m |
| Senior EUR/USD loans | Senior EUR/USD loans | 1,360.8 | | | 1,300.4 | | | 1,355.8 | | | 1,295.1 | | Senior EUR/USD loans | 1,316.2 | | | 1,360.8 | | | 1,340.0 | | | 1,355.8 | |
| Other external debt | Other external debt | 0.1 | | | 0.2 | | | 0.1 | | | 0.2 | | Other external debt | 0.2 | | | 0.1 | | | 0.2 | | | 0.1 | |
| 2024 fixed rate senior secured notes | — | | | 405.8 | | | — | | | 400.0 | | |
| | 2028 fixed rate senior secured notes | 2028 fixed rate senior secured notes | 802.6 | | | — | | | 800.0 | | | — | | 2028 fixed rate senior secured notes | 681.2 | | | 802.6 | | | 800.0 | | | 800.0 | |
| Less deferred borrowing costs | — | | | — | | | (9.4) | | | (6.9) | | |
| Less capitalized debt discounts and borrowing costs | | Less capitalized debt discounts and borrowing costs | — | | | — | | | (41.9) | | | (9.4) | |
| | 2,163.5 | | | 1,706.4 | | | 2,146.5 | | | 1,688.4 | | | 1,997.6 | | | 2,163.5 | | | 2,098.3 | | | 2,146.5 | |
Derivatives
| | | As at December 31, 2021 | | As at December 31, 2020 | | As at December 31, 2022 | | As at December 31, 2021 |
| | €m | | €m | | €m | | €m |
| Cross Currency Interest Rate Swaps | — | | | 17.2 | | |
| | Interest Rate Swaps | | Interest Rate Swaps | 0.2 | | | — | |
| Forward foreign exchange contracts | Forward foreign exchange contracts | 20.2 | | | 5.5 | | Forward foreign exchange contracts | 19.9 | | | 20.2 | |
| Total assets | Total assets | 20.2 | | | 22.7 | | Total assets | 20.1 | | | 20.2 | |
| Cross Currency Interest Rate Swaps | Cross Currency Interest Rate Swaps | (20.6) | | | (89.5) | | Cross Currency Interest Rate Swaps | (56.6) | | | (20.6) | |
| | Forward foreign exchange contracts | Forward foreign exchange contracts | (7.3) | | | (35.5) | | Forward foreign exchange contracts | (3.7) | | | (7.3) | |
| Total liabilities | Total liabilities | (27.9) | | | (125.0) | | Total liabilities | (60.3) | | | (27.9) | |
| Total | Total | (7.7) | | | (102.3) | | Total | (40.2) | | | (7.7) | |
Offsetting of derivatives
Derivative contracts are held under International Swaps and Derivatives Association (ISDA) agreements with financial institutions. An ISDA is an enforceable master netting agreement that permits the Company to settle net in the event of default.
The following table sets out the carrying amounts of recognized financial instruments that are subject to the above agreements.
| | | | | | | | | | | | | | | | | |
| Gross amount
of financial
instruments as
presented upon
balance sheet | | Related
financial
instruments
that are offset | | Net amount |
| As at Dec 31, 2021 | €m | | €m | | €m |
| Derivatives - assets | 20.2 | | | (10.8) | | | 9.4 | |
| Derivatives - liabilities | (27.9) | | | 10.8 | | | (17.1) | |
| | | Gross amount
of financial
instruments as
presented upon
balance sheet | | Related
financial
instruments
that are offset | | Net amount | | Gross amount
of financial
instruments as
presented upon
balance sheet | | Related
financial
instruments
that are offset | | Net amount |
| As at Dec 31, 2020 | €m | | €m | | €m | |
| As at Dec 31, 2022 | | As at Dec 31, 2022 | €m | | €m | | €m |
| Derivatives - assets | Derivatives - assets | 22.7 | | | (22.7) | | | — | | Derivatives - assets | 20.1 | | | (12.2) | | | 7.9 | |
| Derivatives - liabilities | Derivatives - liabilities | (125.0) | | | 22.7 | | | (102.3) | | Derivatives - liabilities | (60.3) | | | 12.2 | | | (48.1) | |
| | | | | | | | | | | | | | | | | |
| Gross amount
of financial
instruments as
presented upon
balance sheet | | Related
financial
instruments
that are offset | | Net amount |
| As at Dec 31, 2021 | €m | | €m | | €m |
| Derivatives - assets | 20.2 | | | (10.8) | | | 9.4 | |
| Derivatives - liabilities | (27.9) | | | 10.8 | | | (17.1) | |
35)Commitments
Future aggregate minimum contractual payments under non-cancellable service agreements and lease rentals for short-lived and low-value assets are payable as follows:
| | | As at December 31, 2021 | | As at December 31, 2020 | | As at December 31, 2022 | | As at December 31, 2021 |
| | €m | | €m | | €m | | €m |
| Less than one year | Less than one year | 2.2 | | | 1.9 | | Less than one year | 2.2 | | | 2.2 | |
| Between one and three years | Between one and three years | 4.1 | | | 3.5 | | Between one and three years | 2.1 | | | 4.1 | |
| Between three and five years | Between three and five years | 2.2 | | | 2.0 | | Between three and five years | 0.6 | | | 2.2 | |
| More than five years | More than five years | 0.2 | | | 0.1 | | More than five years | 0.2 | | | 0.2 | |
| Total | Total | 8.7 | | | 7.5 | | Total | 5.1 | | | 8.7 | |
These agreements may be subject to contractual annual increases linked to inflation indices. The payments shown above exclude the impact of these contractual increases which cannot be reliably estimated.
36)Capital commitments
Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:
| | | As at December 31, 2021 | | As at December 31, 2020 | | As at December 31, 2022 | | As at December 31, 2021 |
| | €m | | €m | | €m | | €m |
| Property, plant and equipment | Property, plant and equipment | 21.3 | | | 13.6 | | Property, plant and equipment | 11.1 | | | 21.3 | |
| Intangible assets | Intangible assets | 1.7 | | | 3.4 | | Intangible assets | 11.2 | | | 1.7 | |
| Total | Total | 23.0 | | | 17.0 | | Total | 22.3 | | | 23.0 | |
37) Related parties
Founder Preferred Shares
Nomad has issuedThe Founder Preferred Shares to its Founder Entities. converted into Ordinary Shares on a 1-for-1 basis on January 3, 2023.
The conditions of the Founder Preferred Shares Annual Dividend Amount in 2018, 2019 and 2020 were met and further details relating to these dividends is set out in Note 27.
Advisory Services Agreements
On June 15, 2015,Effective as of January 1, 2022, the Company entered into an Amended and Restated Advisory Services Agreement (the "Agreement") with Mariposa Capital ("Mariposa"), LLC, an affiliate of Mr. Franklin,Sir Martin, and TOMS Capital LLC ("TOMS"), an affiliate of Mr. Gottesman. Pursuant to the terms of the Amended and Restated Advisory Services Agreement, Mariposa Capital, LLC and TOMS Capital LLC provide high-level strategic advice and guidance to the Company. Under the terms of the Advisory Services Agreement, Mariposa Capital, LLC and TOMS Capital LLC are entitled to receive an aggregate annual fee equal to $2.0$4.0 million, payable in quarterly installments. This agreement expires on June 1st annually and will be automatically renewedThe initial Agreement is for one year, subject to automatic renewals for successive one-year terms unless any party notifies the other parties in writing of its intention not to renew the agreement no later than 90 days prior to the expiration of the term. The agreement may only be terminated by the Company upon a vote of a majority of its directors. In the event that the agreement is terminated by the Company, the effective date of the termination will be 6 months following the expiration of the initial term or a renewal term, as the case may be.
On January 1, 2022, the Company entered into an Amended and Restated Advisory Services Agreement with Mariposa Capital, LLC, an affiliate of Sir Martin, and TOMS Capital LLC, an affiliate of Mr. Gottesman. Pursuant to the terms of the Amended and Restated Advisory Services Agreement, Mariposa Capital, LLC and TOMS Capital LLC provide high-level strategic advice and guidance to the Company. Under the terms of the Amended and Restated Advisory Services Agreement, Mariposa Capital, LLC and TOMS Capital LLC are entitled to receive an aggregate annual fee equal to $4.0 million, payable in quarterly installments. This agreement expires on January 1st annually and will be automatically renewed for successive one-year terms unless any party notifies the other parties in writing of its intention not to renew the agreement no later than 90 days prior to the expiration of the term. The agreement may only be terminated by the Company upon a vote of a majority of its directors. In the event that the agreement is terminated by the Company, the effective date of the termination will be 6 months following the expiration of the initial term or a renewal term, as the case may be.
Total fees andexcluding reimbursed expenses incurred under the ordinary course of €0.8business of €1.9 million and €0.8€1.9 million were incurred bypaid to Mariposa Capital, LLC and TOMS Capital LLC respectively in the course of their duties and were reimbursed in the year ending December 31, 20212022 (year ended December 31, 2020: €1.02021: €0.8 million and €0.9€0.8 million respectively).
During 2020, the Company entered into an agreement with a working capital solutions specialist to facilitate a program that provides our suppliers with the ability to receive advance payments from a third party credit institution as part of our ordinary course of business payables, in exchange for a discounted invoice amount. The working capital solutions specialist is owned in part by affiliates of JRJ Group (of which one of our then non-executive directors, Mr. Isaacs, is a founding partner) and TOMS Capital LLC (of which Mr. Gottesman is the founder and managing partner).TOMS. Amounts paid by the Company to the working capital solutions specialist related to setup during 2020 were less than €0.1 million and are not considered to be material to either party. Ongoing fees associated with this service are received by the working capital solutions specialist directly from our suppliers utilizing the service.
Directors and Key Management
All significant management decision making authority is vested within the Board of Directors and the Executive Team, therefore key management are considered to be the Directors and Executive Officers. Their remuneration has been disclosed in Note 9.
In May 2020, former and current Non-Executive Directors were issued shares, exercising all the remaining initial options outstanding as detailed in Note 25.
Non-executive Directors continue to receive fees for their services as board members and to certain committees and are settled through payroll. Director fees are payable quarterly in arrears. Total Non-executive Director fees and expenses for the year ending December 31, 20212022 was €0.4€0.3 million (year ended December 31, 2020: €0.32021: €0.4 million).
Non-Executive Directors are also eligible to an annual restricted stock grant issued under the LTIP which will vest on the earlier to occur of the date of the Company’s annual meeting of shareholders or thirteen months from the date of grant. Details of the annual restricted stock grants under the LTIP can be found in Note 8(b).
As part of its long term incentive initiatives, the Company has 2,016,8552,699,157 restricted shares outstanding to the management team (the “Management Share Awards”). The Directors and Executive Officers have all been awarded shares. The associated performance metrics and valuation method is detailed in Note 8(b).
38) Significant events after the Statement of Financial Position date
From January 1, 2022 to March 2, 2022, the Company has repurchased and canceled an additional 1,160,547 ordinary shares in open market transactions for $30.5 million (€26.9 million) under its previously announced share repurchase program authorized by Nomad’s Board of Directors in August 2021.None.
Item 19. Exhibits
The following exhibits are filed as part of this annual report:
EXHIBIT INDEX
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Incorporation by Reference | | |
Exhibit
No. | | Exhibit Description | | Form | | Exhibit
No. | | Period
Covered or
Date of
Filing | | Filed with
this
Annual
Report |
| | Amended and Restated Memorandum and Articles of Association. | | 6-K (001-37669) | | 99.1 | | 1/14/2016 | | |
| | Registration Rights Agreement dated as of June 1, 2015 among Nomad Holdings Limited, Birds Eye Iglo Limited Partnership Inc, Mariposa Acquisition II, LLC, TOMS Acquisition I LLC, TOMS Capital Investments LLC and funds managed by Pershing Square. | | F-1 (333-208181) | | 4.1 | | 11/24/2015 | | |
| | Indenture dated as of May 3, 2017 among Nomad Foods Bondco PLC, Nomad Foods Limited, Deutsche Trustee Company Limited, Deutsche Bank AG, London Branch, Deutsche Bank Luxembourg S.A., and Credit Suisse AG, London Branch and the Subsidiary Guarantors named therein. | | 6-K (001-37669) | | 99.3 | | 5/3/2017 | | |
| | Description of Securities. | | | | | | | | X |
| | Share Sale and Purchase Agreement, dated as of October 29, 2015, among Liongem Sweden 1 AB, Iglo Foods Group Limited and Nomad Foods Limited | | F-1 (333-208181) | | 2.2 | | 11/24/2015 | | |
| | Intercreditor Agreement, originally dated as of July 3, 2014, as amended and restated from time to time including, pursuant to the 2017 Amendment and Restatement Agreement among Nomad Foods Limited, Credit Suisse AG, London Branch, Deutsche Bank Company Limited and certain entities named therein. | | 6-K (001-37669) | | 99.2 | | 5/3/2017 | | |
| | Amendment and Restatement Agreement, dated June 15, 2018, relating to Senior Facilities Agreement, originally dated July 3, 2014, as amended and restated from time to time, including pursuant to Amendment and Restatement Agreement dated December 20, 2017 for Nomad Foods Limited with Credit Suisse AG, London Branch. | | 20-F (001-37669) | | 4.3 | | 2/27/2020 | | |
| | Nomad Foods Limited Amended and Restated Long-Term 2015 Incentive Plan. | | 20-F (001-37669) | | 4.4 | | 2/27/2020 | | |
| | Nomad Foods Limited Long Term 2015 Incentive Plan Restricted Share Unit Agreement. | | 20-F (001-37669) | | 4.5 | | 2/27/2020 | | |
| | Service Agreement between the Company and Stéfan Descheemaeker. | | F-1 (333-208181) | | 10.3 | | 11/24/2015 | | |
| | Amended and Restated Service Agreement between the Company and Stéfan Descheemaeker, dated May 1, 2020. | | 6-K
(001-37669) | | 99.1 | | 5/5/2020 | | |
| | Service Agreement, dated as of February 15, 2018, between the Company and Samy Zekhout. | | 20-F
(001-37669) | | 4.7 | | 3/22/2018 | | |
| | Advisory Services Agreement, dated as of June 15, 2015, among Nomad Foods Limited, Mariposa Capital, LLC and TOMS Capital LLC. | | F-1
(333-208181) | | 10.5 | | 11/24/2015 | | |
| | Amended and Restated Advisory Services Agreement, dated as of January 1, 2022, among Nomad Foods Limited, Mariposa Capital, LLC and TOMS Capital LLC. | | | | | | | | X |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Incorporation by Reference | | |
Exhibit
No. | | Exhibit Description | | Form | | Exhibit
No. | | Period
Covered or
Date of
Filing | | Filed with
this
Annual
Report |
| | Amended and Restated Memorandum and Articles of Association. | | 6-K (001-37669) | | 99.1 | | 1/14/2016 | | |
| | Registration Rights Agreement dated as of June 1, 2015 among Nomad Holdings Limited, Birds Eye Iglo Limited Partnership Inc, Mariposa Acquisition II, LLC, TOMS Acquisition I LLC, TOMS Capital Investments LLC and funds managed by Pershing Square. | | F-1 (333-208181) | | 4.1 | | 11/24/2015 | | |
| | Indenture dated as of May 3, 2017 among Nomad Foods Bondco PLC, Nomad Foods Limited, Deutsche Trustee Company Limited, Deutsche Bank AG, London Branch, Deutsche Bank Luxembourg S.A., and Credit Suisse AG, London Branch and the Subsidiary Guarantors named therein. | | 6-K (001-37669) | | 99.3 | | 5/3/2017 | | |
| | Description of Securities. | | | | | | | | X |
| | Share Sale and Purchase Agreement, dated as of October 29, 2015, among Liongem Sweden 1 AB, Iglo Foods Group Limited and Nomad Foods Limited | | F-1 (333-208181) | | 2.2 | | 11/24/2015 | | |
| | Intercreditor Agreement, originally dated as of July 3, 2014, as amended and restated from time to time including, pursuant to the 2017 Amendment and Restatement Agreement among Nomad Foods Limited, Credit Suisse AG, London Branch, Deutsche Bank Company Limited and certain entities named therein. | | 6-K (001-37669) | | 99.2 | | 5/3/2017 | | |
| | Amendment and Restatement Agreement, dated November 8, 2022, relating to A Senior Facilities Agreement, originally dated July 3, 2014, as amended and/or restated from time to time, including pursuant to Amendment and Restatement Agreement dated December 20, 2017 and June 15, 2018 for Nomad Foods Limited with Credit Suisse AG, London Branch. | | 6-K (001-37669) | | 99.1 | | 11/10/2022 | | |
| | Nomad Foods Limited Amended and Restated Long-Term 2015 Incentive Plan. | | 20-F (001-37669) | | 4.4 | | 2/27/2020 | | |
| | Nomad Foods Limited Long Term 2015 Incentive Plan Restricted Share Unit Agreement. | | 20-F (001-37669) | | 4.5 | | 2/27/2020 | | |
| | Amended and Restated Service Agreement between the Company and Stéfan Descheemaeker, dated May 1, 2020. | | 6-K
(001-37669) | | 99.1 | | 5/5/2020 | | |
| | Service Agreement, dated as of February 15, 2018, between the Company and Samy Zekhout. | | 20-F
(001-37669) | | 4.7 | | 3/22/2018 | | |
| | Amended and Restated Advisory Services Agreement, dated as of January 1, 2022, among Nomad Foods Limited, Mariposa Capital, LLC and TOMS Capital LLC. | | 20-F
(001-37669) | | 4.8A | | 3/3/2022 | | |
| | List of Significant Subsidiaries. | | | | | | | | X |
| | Form of Indemnification Agreement | | SC TO-I
(005-89365)
| | (d)(E)
| | 8/11/2020 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Incorporation by Reference | | |
Exhibit
No. | | Exhibit Description | | Form | | Exhibit
No. | | Period
Covered or
Date of
Filing | | Filed with
this
Annual
Report |
| | List of Significant Subsidiaries. | | | | | | | | X |
| | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. | | | | | | | | X |
| | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. | | | | | | | | X |
| | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | | X |
| | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | | X |
| | Consent of PricewaterhouseCoopers LLP | | | | | | | | X |
| 101.INS | | XBRL Instance Document | | | | | | | | X |
| 101.SCH | | XBRL Taxonomy Extension Schema Document | | | | | | | | X |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | X |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | X |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | X |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | X |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on Form 20-F on its behalf.
Date: March 3, 2022February 23, 2023
| | |
| NOMAD FOODS LIMITED |
|
By: /s/ Samy Zekhout |
| Name: Samy Zekhout |
| Title: Chief Financial Officer |