Enodis PLC Reports First Quarter 2005 Results NEW PORT RICHEY,
Fla., Feb. 15 /PRNewswire-FirstCall/ -- Enodis plc (NYSE:ENO),
today announced results for the 13 weeks ended 1 January 2005
(Q105) Accelerated growth in Food Service Equipment m pounds
Sterling (except EPS) Q105 Q104 Group turnover 149.4 148.3
Like-for-like* Food Equipment turnover 149.4 138.6 Operating profit
(Q105 includes 5.2m pounds of exceptional restructuring costs) 0.9
5.8 Adjusted operating profit** 9.0 9.0 Like-for-like* Food
Equipment operating profit 11.4 11.2 Profit/(loss) before tax (1.9)
2.1 Adjusted profit before tax*** 6.2 4.4 Basic earnings/(loss) per
share (pence) (0.7) 0.3 Adjusted diluted earnings per share
(pence)*** 1.3 0.9 Net debt 98.7 130.4 Highlights -- Like-for-like
Food Equipment turnover up 8% with Food Service Equipment - North
America up 12% -- Like-for-like Food Service Equipment operating
profit up 1.0m pounds (10%); like-for-like Food Retail Equipment
operating profit down 0.8m pounds -- Q105 adjusted profit before
tax up 41% to 6.2m pounds reflecting substantially reduced interest
costs -- European restructuring on track - exceptional charges of
5.2m pounds, in line with expectations, bringing operating profit
down to 0.9m pounds (Q104: 5.8m pounds) -- Sale of Vent Master
businesses announced * Prior year turnover and adjusted operating
profit adjusted for foreign exchange to reflect the results on a
consistent currency basis (see Other unaudited financial
information in the attached financial statements for details). **
Before operating exceptional items and goodwill amortisation (see
Other unaudited financial information in the attached financial
statements for details). *** Before all exceptional items and
goodwill amortisation (see Other unaudited financial information in
the attached financial statements for details). EPS additionally
adjusted for the effect of deferred tax (where relevant). The above
adjusted information is used throughout this document and is
presented to indicate underlying operating performance of the
Group. Dave McCulloch, Chief Executive Officer, said: "Our North
American Food Service Equipment businesses continued to perform
strongly and with substantially reduced interest payments, the
Group increased adjusted profit before tax by 41% over last year.
"Our European restructuring is well underway and, combined with the
sale of Vent Master, we expect to see improved European margins in
the future. "Overall, for the full year ending 1 October 2005, we
expect to continue to make steady progress and we remain on track
to meet our expectations for FY05." A conference call for equity
investors, analysts and bondholders will be held today at 9.00am
(GMT). The format of this call will be a brief resume of the
quarterly results and a Q&A session. For details, please
contact Elaine Holder at Financial Dynamics on +44 (0) 20 7269
7121, or Tina Mularski at Enodis on +44 (0) 20 7304 6006. SEC
Filings Enodis plc has a secondary listing on the New York Stock
Exchange (Ticker symbol: ENO) and furnishes reports with the
Securities and Exchange Commission (SEC) in the US. These reports
contain additional information that is not included in this press
release. Copies of the reports are available on the SEC website at
http://www.sec.gov/. This press release contains "forward-looking
statements," within the meaning of the U.S. federal securities
laws, that represent our expectations or beliefs regarding future
events, based on currently available information, including
statements concerning our anticipated performance. These statements
by their nature involve risks and uncertainties, many of which are
beyond our control. Our actual results could differ materially from
those expressed in the forward-looking statements due to a variety
of important factors, including unfavorable changes in the price of
commodities or raw materials; consolidation or loss of large
customers; adverse changes in customer purchasing patterns;
competitive pricing pressures; our ability to successfully
innovate, develop and market new products; currency fluctuations;
the outcome of lawsuits against us; our ability to recognize
deferred tax assets; and other risks related to our U.S., U.K. and
foreign operations. A more complete description of our risk factors
is included under "Risk Factors" in our Annual Report on Form 20-F
which was filed with the SEC during December 2004. CHIEF EXECUTIVE
OFFICER'S REVIEW Overview Group turnover in Q105 was 149.4m pounds
(Q104: 148.3m pounds) as the benefit of an 8% increase in
like-for-like Food Equipment turnover was largely offset by the
impact of the translation effect of the weaker US dollar. Like-
for-like Food Service Equipment - North America turnover was up
12%. Q105 adjusted operating profit was comparable to the
corresponding prior period at 9.0m pounds. Like-for-like Food
Service Equipment operating profit increased by 1.0m pounds (10%).
However Food Retail Equipment like-for-like operating profit fell
by 0.8m pounds compared to Q104. These together with a 0.5m pounds
reduction in property losses offset the translation effect of the
weaker US dollar. Adjusted profit before tax increased by 1.8m
pounds (41%) to 6.2m pounds as the result of substantially lower
interest charges. Operating exceptional charges in the period were
5.2m pounds arising from the European restructuring programme which
we announced and initiated in November 2004. We expect the full
year costs of the programme to be in line with plan at
approximately 6.5m pounds. We expect to see early benefits of the
programme during the current year with the full year savings of
approximately 2m pounds coming through in FY06. Principally as a
result of the exceptional charges, there was a loss after tax for
the quarter of 2.9m pounds compared to a profit of 1.4m pounds in
Q104. Net debt of 98.7m pounds was 31.7m pounds lower than at the
end of Q104. Compared to 2 October 2004 net debt was 7.4m pounds
higher, principally reflecting interest payments of 5.3m pounds and
capital expenditure of 4.7m pounds. Net debt was reduced by 4.2m
pounds as a result of favourable foreign exchange movements. REVIEW
OF OPERATIONS Global Food Service Equipment Global Food Service
Equipment ("GFSE") comprises our food service operations in North
America, which contribute approximately 75% of our GFSE annual
turnover, and those in Europe/Asia. Turnover m pounds Q105 Q104 FX
Like-for-like % Q104 Food Service Equipment - North America 93.3
90.5 (7.3) 83.2 12% Food Service Equipment - Europe/Asia 35.1 33.8
(0.1) 33.7 4% 128.4 124.3 (7.4) 116.9 10% Food Service Equipment -
North America like-for-like turnover was up 12% as the growth in
the US market in the second half of FY04 continued. We saw
increased like-for-like turnover in all significant business areas,
due in part to orders in advance of our January price increases.
Importantly, we benefited from a number of roll-outs of our
Accelerated Cooking Technology(R) products. In Europe/Asia, our
European Beverage businesses had a strong quarter and the launch of
our new Convotherm Plus 3 combi-ovens led to increased turnover at
our distribution businesses. However, elsewhere in the UK and
Continental Europe, turnover was marginally lower due to difficult
market conditions and the cessation of manufacturing at our Guyon
operation in France. Turnover in the European ice businesses was
essentially flat. Adjusted operating profit m pounds Q105 Q104 FX
Like-for-like % Q104 Food Service Equipment - North America 10.2
9.6 (0.7) 8.9 15% Food Service Equipment - Europe/Asia 0.9 1.1 0.1
1.2 (25)% 11.1 10.7 (0.6) 10.1 10% In Food Service Equipment -
North America, most of our operating companies increased
like-for-like operating profit. The benefits of increased volumes,
price increases and continued focus on cost reduction and
purchasing initiatives more than offset materials price inflation,
particularly steel. We expect materials cost pressures to continue
and we have implemented a further sales price increase effective in
January 2005 to assist in mitigating these cost pressures. The
comparable prior period included the benefit of a pension credit of
0.5m pounds not repeated in the current period. In Food Service
Equipment - Europe/Asia, changes in product mix and cost pressures,
particularly in the UK, more than offset the effects of improved
like-for-like turnover. The Scotsman Beverage businesses enjoyed a
strong quarter and the Enodis distribution companies improved
performances as a result of Convotherm Plus 3 combi-oven sales. In
the current period, following the cessation of manufacturing at
Guyon, 0.3m pounds of operating losses have been charged to
exceptional items. We incurred increased product development costs.
Accelerated Cooking Technology(R) We are experiencing growing
interest from a number of major chain customers seeking to utilise
products and systems that improve the speed and range of their menu
offerings. Our broad range of products and our Technology Center
make us ideally suited to satisfy customer needs. Accelerated
Cooking Technology(R) products include Garland induction cook-tops
and 2-sided grills, Cleveland steamers, Lincoln conveyor ovens,
Garland, Merrychef and Convotherm combi-ovens, and complementary
food preparation systems from Delfield. On 7 February, Richard N
Caron joined us as Chief Technology Officer. His background in
executive positions in A D Little, Turbochef and the Moseley
Corporation and as a former member of the US House of
Representatives' Science and Technology Committee will enhance our
ability to continue to bring new solutions to the market place. The
number of field tests with customers continued to expand and
several roll-outs were completed, or are underway, including the
following: -- In Q105, we shipped a number of Lincoln/Delfield
equipment packages to support the McDonald's hot deli sandwich
concept for roll-out in Australia, New Zealand and Canada and for
test in the USA; -- White Hen, one of the premier convenience
retailers in metropolitan Chicago and greater Boston, placed an
initial order for more than 100 Lincoln DTF ovens to support a new
hot sandwich programme; -- Enodis is pleased to work with Burger
King UK and will install over 300 Convotherm AR ovens in
restaurants around the country in 2005; and -- Garland Canada
recently shipped the first phase of a roll-out order for integrated
pasta stations to a casual dining chain. This featured customised
Delfield preparation units sold together with Garland induction
cooking units. European Restructuring The restructuring programme
announced in November 2004 is progressing in line with our
expectations. In Q105 we charged exceptional costs of 5.2m pounds
in respect of redundancy costs, fixed asset and inventory write
downs, vacant property costs and operating losses. We expect the
majority of the programme to be finalised during the second quarter
of FY05 incurring further charges, principally in respect of
redundancy costs. This will bring the full year total cost, in line
with plan, to approximately 6.5m pounds with a cash impact of 4.6m
pounds. There are three elements to the programme: -- the closure
of Guyon manufacturing in France; -- consolidation of manufacturing
for our European Beverage business in the UK from Germany; and --
the reshaping of other UK businesses including the exiting of some
minor unprofitable product lines. We will see early benefits from
this programme during the balance of the year, although we will not
see the full annualised benefit, expected to be approximately 2m
pounds per annum, until FY06. We expect that the benefits of these
actions will be to increase focus on our core businesses and
increase European margins. Food Retail Equipment Our Food Retail
Equipment businesses operate predominantly in the US supplying
reach-in cold stores and display cases to supermarkets and
convenience stores. We also have sales/service offices in Mexico
and Canada. m pounds Q105 Q104 FX Like-for-like % Q104 Turnover
21.0 23.7 (2.0) 21.7 (3)% Adjusted operating profit 0.3 1.3 (0.2)
1.1 (73)% Like-for-like turnover reduced by 0.7m pounds (3%) to
21.0m pounds, principally due to the timing of shipments to
customers. Increased sales in Mexico were offset by lower sales in
the US. Continuing tough market conditions meant that pricing was
competitive and as such, it was difficult to pass on increased
materials costs through price increases. As a result, like-for-like
operating profit was down 0.8m pounds (73%) to 0.3m pounds. OTHER
Property The charge of 0.2m pounds related to the ongoing costs of
managing our residual property portfolio. The loss in Q104 included
costs arising from the phasing of contracts for our property
development activities. Interest The interest charge for the
quarter reduced by 1.8m pounds to 2.8m pounds as a result of lower
average debt balances, lower deferred finance amortisation and
reduced borrowing margins following our refinancing in Q404. Net
debt Net debt of 98.7m pounds was 31.7m pounds lower than at the
end of Q104, but 7.4m pounds higher than at 2 October 2004. In
Q105, pre-exceptional operating cash outflow of 0.9m pounds (Q104:
inflow 12.1m pounds) included a working capital outflow of 12.4m
pounds (Q104: inflow 2.0m pounds) partially due to the timing of
our period ends, increased level of trading activity and increased
payments of year-end accounts payables and accruals. Cash
conversion days in Q105 were broadly in line with Q104. We have
increased our investment in manufacturing capital equipment
incurring expenditure of 4.7m pounds in the quarter (Q104: 2.1m
pounds). Payments of interest and tax of 5.3m pounds (Q104: 7.1m
pounds) and 1.1m pounds (Q104: 1.5m pounds) respectively, were
partially offset by 4.2m pounds of favourable foreign exchange
movements (Q104: 7.9m pounds). Earnings per share Adjusted diluted
earnings per share were 1.3p (Q104: 0.9p). The basic loss per share
was 0.7p (Q104: earnings per share 0.3p). Dividends The Board
previously stated its intention to reinstate the payment of
dividends when it is financially prudent to do so. To achieve this,
certain shareholder and court consents have to be obtained to
approve a corporate restructuring of the Group to create
distributable reserves. We have commenced this process and expect
to incur exceptional costs of approximately 2m pounds this
financial year. In the absence of unforeseen circumstances, it is
the Board's intention to reinstate dividends in 2006. Sale of Vent
Master On 3 February 2005, we exchanged contracts with the Halton
Group for the sale of the Group's Vent Master businesses. The
transaction is expected to complete on 4 March 2005 when the Group
is due to receive consideration of 3.2m pounds ($6m) in cash. We
expect the exceptional loss on disposal to be approximately 6.6m
pounds due to goodwill previously written off to reserves. We
expect the benefit of this disposal will be to increase focus on
our core businesses. Enodis and Halton have also announced a
strategic alliance including specific supply and development
agreements along with an overall vision of creating high
performance kitchens. Halton will provide the technologies for
climate controlled, environmentally friendly indoor air systems and
Enodis will continue to develop small footprint Accelerated Cooking
Technology(R) systems creating high performance kitchens that are
profitable for restaurant operators. Foreign exchange The Group
presents its results in sterling and is therefore exposed to the
translation effects of foreign currency exchange rate movements,
particularly the US dollar. As we have indicated in the past, we
estimate that a one cent movement in the US dollar affects our
adjusted operating profit by approximately 0.3m pounds per annum.
We therefore present like-for-like information which, adjusted for
disposed businesses where relevant, removes the effects of currency
exchange rate movements and gives a clearer indication of the
underlying performance of the Group. International Financial
Reporting Standards (IFRS) IFRS applies to Enodis for the first
time in FY06. Our results for FY05 will therefore continue to be
prepared under existing UK GAAP. We are well advanced in our plans
for transitioning to IFRS. We expect differences to arise in a
number of areas, the most significant being in respect of the
accounting for goodwill, pensions and share options. Sarbanes-Oxley
We are in compliance with the relevant sections of the Act which
are currently in force. Section 404, which requires increased
reporting and audit of internal controls, applies to us for this
financial year ending 1 October 2005. We are working towards
compliance, the costs involved in achieving compliance are
significant. OUTLOOK The momentum we saw building during FY04 in
our North American Food Service Equipment businesses has continued
into Q105 resulting in increased orders and sales. Market data
suggests that growth will continue in the North American food
service equipment market with Quick Service Restaurants leading the
way. We are starting to see some of the benefits of our recent
price increases and improved volumes. These factors, combined with
our continued focus on cost reduction and purchasing initiatives,
should mitigate future materials inflation pressure. In Food
Service Equipment - Europe/Asia, markets remain challenging and it
is difficult to offset materials inflation through price increases.
However, we expect to see early benefits from our restructuring
programme during the current year with the full benefit coming
through in FY06. In Food Retail Equipment, we are beginning to see
increased order rates but difficult market conditions reduce our
ability to offset the effect of inflationary cost pressures through
price increases. There are a number of exciting opportunities for
our Accelerated Cooking Technology(R) products where we see demand
for testing and roll-outs increasing with a number of major chains
both in the QSR and convenience store sectors. In Q205, as a result
of increased volumes and price increases, we expect to see
increased like-for-like turnover compared to Q204, particularly in
Food Service Equipment - North America, our largest business. We do
not anticipate significant product roll-outs in this quarter. The
associated contribution will be reduced by increased investments in
product development and marketing, materials cost inflation and
increased costs of compliance with the requirements of
Sarbanes-Oxley. Overall, for the full year ending 1 October 2005,
we expect to continue to make steady progress and we remain on
track to meet our expectations for FY05. D.S. McCulloch Chief
Executive Officer 15 February 2005 Group profit and loss account 13
weeks to 1 January 2005 13 weeks to 1 January 2005 Before
Exceptional exceptional items items (note 4) Total Notes m pounds m
pounds m pounds (Unaudited) (Unaudited) (Unaudited) Turnover Food
Equipment 149.4 - 149.4 Property - - - Total turnover 2 149.4 -
149.4 Operating profit/(loss) before goodwill amortisation Food
Equipment 11.4 (5.2) 6.2 Property (0.2) - (0.2) Corporate costs
(2.2) - (2.2) 9.0 (5.2) 3.8 Goodwill amortisation (2.9) - (2.9)
Operating profit/(loss) 3 6.1 (5.2) 0.9 Profit /(loss) on disposal
of business - - - Profit/(loss) on ordinary activities before
interest and taxation 6.1 (5.2) 0.9 Net interest payable and
similar charges (2.8) - (2.8) Profit/(loss) on ordinary activities
before taxation 3.3 (5.2) (1.9) Tax on profit/(loss) on ordinary
activities 5 (1.0) - (1.0) Profit/(loss) on ordinary activities
after taxation 2.3 (5.2) (2.9) Equity minority interest (0.1) -
(0.1) Retained profit/(loss) 2.2 (5.2) (3.0) Earnings/(loss) per
share (pence) 6 Pence (Unaudited) Basic earnings/(loss) per share
(0.7) Adjusted basic earnings per share 1.3 Diluted earnings/(loss)
per share (0.7) Adjusted diluted earnings per share 1.3 Group
statement of total recognised gains and losses 13 weeks to 1
January 2005 m pounds (Unaudited) Retained profit/(loss) (3.0)
Currency translation differences on foreign currency net
investments (9.8) Total recognised gains and losses for the period
(12.8) 13 weeks to 27 December 2003 Before Exceptional exceptional
items items (note 4) Total Notes m pounds m pounds m pounds
(Unaudited) (Unaudited) (Unaudited) Turnover Food Equipment 148.0 -
148.0 Property 0.3 - 0.3 Total turnover 2 148.3 - 148.3 Operating
profit/(loss) before goodwill amortisation Food Equipment 12.0 -
12.0 Property (0.7) - (0.7) Corporate costs (2.3) - (2.3) 9.0 - 9.0
Goodwill amortisation (3.2) - (3.2) Operating profit/(loss) 3 5.8 -
5.8 Profit /(loss) on disposal of business - 0.9 0.9 Profit/(loss)
on ordinary activities before interest and taxation 5.8 0.9 6.7 Net
interest payable and similar charges (4.6) - (4.6) Profit/(loss) on
ordinary activities before taxation 1.2 0.9 2.1 Tax on
profit/(loss) on ordinary activities 5 (0.7) - (0.7) Profit/(loss)
on ordinary activities after taxation 0.5 0.9 1.4 Equity minority
interest - - - Retained profit/(loss) 0.5 0.9 1.4 Earnings/(loss)
per share (pence) 6 Pence (Unaudited) Basic earnings/(loss) per
share 0.3 Adjusted basic earnings per share 0.9 Diluted
earnings/(loss) per share 0.3 Adjusted diluted earnings per share
0.9 Group statement of total recognised gains and losses 13 weeks
to 27 December 2003 m pounds (Unaudited) Retained profit/(loss) 1.4
Currency translation differences on foreign currency net
investments (7.2) Total recognised gains and losses for the period
(5.8) Group profit and loss account 53 weeks to 2 October 2004 53
weeks to 2 October 2004 Before Exceptional exceptional items items
(note 4) Total Notes m pounds m pounds m pounds Turnover Food
Equipment 644.7 -- 644.7 Property 11.4 -- 11.4 Total Turnover 2
656.1 -- 656.1 Operating profit/(loss) before goodwill amortisation
Food Equipment 65.1 -- 65.1 Property 2.7 -- 2.7 Corporate costs
(10.5) (3.2) (13.7) 57.3 (3.2) 54.1 Goodwill amortisation (12.2) --
(12.2) Operating profit/(loss) 3 45.1 (3.2) 41.9 Profit /(loss) on
disposal of business 4 -- 2.2 2.2 Profit/(loss) on ordinary
activities before interest and taxation 45.1 (1.0) 44.1 Net
interest payable and similar charges (16.1) (2.7) (18.8)
Profit/(loss) on ordinary activities before taxation 29.0 (3.7)
25.3 Tax on profit/(loss) on ordinary activities 5 17.5 1.2 18.7
Profit/(loss) on ordinary activities after taxation 46.5 (2.5) 44.0
Equity minority interests (0.1) -- (0.1) Retained profit/(loss)
46.4 (2.5) 43.9 Earnings per share (pence) 6 Pence Basic earnings
per share 11.0 Adjusted basic earnings per share 8.7 Diluted
earnings per share 10.9 Adjusted diluted earnings per share 8.6
Group statement of total recognised gains and (losses) 53 weeks to
2 October 2004 m pounds Retained profit/(loss) 43.9 Currency
translation differences on foreign currency net investments (8.2)
Total recognised gains and losses for the period 35.7 Group balance
sheet 1 January 27 December 2 October 2005 2003 2004 m pounds m
pounds m pounds (Unaudited) (Unaudited) Fixed assets Intangible
assets: Goodwill 168.9 193.4 182.3 Tangible assets 75.7 76.6 78.0
Investments 3.1 3.9 3.3 247.7 273.9 263.6 Current assets Stocks
83.5 74.3 83.2 Debtors 99.9 99.7 111.7 Deferred tax asset 44.8 22.2
47.2 Cash at bank and in hand 34.3 46.0 52.4 262.5 242.2 294.5
Creditors falling due within one year Borrowings (2.6) (31.0) (7.2)
Other creditors (156.8) (151.9) (183.6) (159.4) (182.9) (190.8) Net
current assets 103.1 59.3 103.7 Total assets less current
liabilities 350.8 333.2 367.3 Financed by: Creditors falling due
after more than one year Borrowings 126.0 137.9 131.9 Provisions
for liabilities and charges 40.2 40.4 38.5 166.2 178.3 170.4
Capital and reserves Called up equity share capital 200.7 200.2
200.5 Share premium account 234.5 234.2 234.3 Profit and loss
account (248.5) (277.2) (235.7) ESOP Trust (2.4) (2.4) (2.4) Equity
shareholders' funds 184.3 154.8 196.7 Equity minority interests 0.3
0.1 0.2 350.8 333.2 367.3 Group cash flow statement 13 weeks to 13
weeks to 53 weeks to 1 January 27 December 2 October 2005 2003 2004
Notes m pounds m pounds m pounds (Unaudited) (Unaudited) Net cash
flow from operations before exceptional items (0.9) 12.1 75.3 Net
cash flow effect of exceptional items (0.5) -- -- Net cash
inflow/(outflow) from operating activities (a) (1.4) 12.1 75.3
Dividends from joint ventures 0.3 -- -- Return on investments and
servicing of finance Net interest paid (5.3) (7.1) (16.7) Taxation
Overseas and UK tax paid (1.1) (1.5) (6.7) Capital expenditure and
financial investment Payments to acquire tangible fixed assets
(4.7) (2.1) (14.0) Receipts from sale of tangible fixed assets 0.2
-- 0.6 (4.5) (2.1) (13.4) Acquisitions and disposals Disposal of
subsidiary undertakings -- -- (0.8) Cash inflow/(outflow) before
financing (12.0) 1.4 37.7 Financing Issue of share capital 0.4 --
0.4 Net increase/(decrease) in term loans and other borrowings
(7.3) (34.0) (63.0) (6.9) (34.0) (62.6) Increase/(decrease) in cash
in the period (18.9) (32.6) (24.9) Notes to the group cash flow
statement (a) Reconciliation of operating profit/(loss) to net cash
inflow/(outflow) from operating activities 13 weeks to 1 January
2005 Before Effect of exceptional exceptional items items Total m
pounds m pounds m pounds (Unaudited) (Unaudited) (Unaudited)
Operating profit/(loss) 6.1 (5.2) 0.9 Depreciation 3.0 0.3 3.3
Amortisation 2.9 -- 2.9 Increase/(decrease) in provisions (0.5) 3.7
3.2 (Increase)/decrease in stock (3.4) 0.6 (2.8)
(Increase)/decrease in debtors 8.4 0.1 8.5 Increase/(decrease) in
creditors (17.4) -- (17.4) Net cash inflow/(outflow) from operating
activities (0.9) (0.5) (1.4) 13 weeks to 27 December 2003 Before
Effect of exceptional exceptional items items Total m pounds m
pounds m pounds (Unaudited) (Unaudited) (Unaudited) Operating
profit/(loss) 5.8 -- 5.8 Depreciation 3.0 -- 3.0 Amortisation 3.2
-- 3.2 Increase/(decrease) in provisions (1.9) -- (1.9)
(Increase)/decrease in stock (1.4) -- (1.4) (Increase)/decrease in
debtors 14.4 -- 14.4 Increase/(decrease) in creditors (11.0) --
(11.0) Net cash inflow/(outflow) from operating activities 12.1 --
12.1 53 weeks to 2 October 2004 Before Effect of exceptional
exceptional items items Total m pounds m pounds m pounds Operating
profit/(loss) 45.1 (3.2) 41.9 Depreciation 11.5 -- 11.5
Amortisation 12.2 -- 12.2 Increase/(decrease) in provisions (3.3)
-- (3.3) (Increase)/decrease in stock (10.8) -- (10.8)
(Increase)/decrease in debtors 2.1 -- 2.1 Increase/(decrease) in
creditors 18.5 3.2 21.7 Net cash inflow/(outflow) from operating
activities 75.3 -- 75.3 (b) Reconciliation of net cash flow to
movement in net debt 1 January 27 December 2 October 2005 2003 2004
m pounds m pounds m pounds (Unaudited) (Unaudited) Net debt at the
start of period (91.3) (139.7) (139.7) Increase/(decrease) in net
cash in the period (18.9) (32.6) (24.9) Net (increase)/decrease in
other loans 7.3 34.0 63.0 Translation differences 4.2 7.9 10.3 Net
debt at the end of the period (98.7) (130.4) (91.3) (c)
Reconciliation of net debt to balance sheet 1 January 27 December 2
October 2005 2003 2004 m pounds m pounds m pounds (Unaudited)
(Unaudited) Cash at bank and in hand 34.3 46.0 52.4 Current
borrowing (2.6) (31.0) (7.2) Exclude current proportion of deferred
financing costs (0.7) (1.9) (0.7) 31.0 13.1 44.5 103/8% senior
subordinated notes (100.0) (100.0) (100.0) Long-term debt (24.6)
(36.5) (30.5) Long-term lease obligations (1.4) (1.4) (1.4) Exclude
long-term proportion of deferred financing costs (3.7) (5.6) (3.9)
Net debt at end of period (98.7) (130.4) (91.3) Notes to the
financial statements. 1. Basis of Preparation The accompanying
condensed consolidated financial statements ("quarterly financial
statements") have been prepared in accordance with accounting
principles generally accepted in the United Kingdom ("UK GAAP").
The quarterly financial statements are unaudited but include all
adjustments which management considers necessary for a fair
presentation of the Group (Enodis plc and subsidiary undertakings)
for the 13 week periods ended 1 January 2005 and 27 December 2003
and the operating results and cash flows for these periods. Certain
information and footnote disclosures normally included in statutory
financial statements prepared in accordance with UK GAAP have been
condensed or omitted. The results of operations for the 13 weeks
ended 1 January 2005 may not necessarily be indicative of the
operating results that may be achieved for the 52 week period
ending 1 October 2005. The quarterly financial statements have been
prepared on the basis of the accounting policies set out in the
Group's financial statements for the period ended 2 October 2004.
Therefore, these quarterly financial statements should be read in
conjunction with the financial statements and the notes thereto
included in the Group's 2004 Annual Report. UK GAAP differs in
certain significant respects from accounting principles generally
accepted in the United States of America ("US GAAP"). The
application of the latter would have affected the determination of
profit/(loss) to the extent summarised in Note 9 to these quarterly
financial statements. The accounts in this statement do not
comprise full accounts within the meaning of section 240 of the
Companies Act 1985. The figures for the 53 weeks to 2 October 2004
are based upon the 2004 Annual Report but do not comprise statutory
accounts for that period. The audited financial statements will be
delivered to the Registrar of Companies following approval at the
Annual General Meeting of the Company on 16 February 2005. The
Auditors made an unqualified report on those accounts and their
report did not contain any statement under section 237 (2) or (3)
of the Companies Act 1985. The figures for the 13 week period to 1
January 2005 and 27 December 2003 have been extracted from
underlying accounting records and have not been audited. 2.
Turnover 13 weeks to 13 weeks to 53 weeks to 1 January 27 December
2 October 2005 2003 2004 m pounds m pounds m pounds (Unaudited)
(Unaudited) Food Service Equipment - North America 93.3 90.5 395.9
Food Service Equipment - Europe/Asia 35.1 33.8 145.3 Global Food
Service Equipment 128.4 124.3 541.2 Food Retail Equipment 21.0 23.7
103.5 Food Equipment 149.4 148.0 644.7 Property -- 0.3 11.4 149.4
148.3 656.1 3. Operating profit/(loss) 13 weeks to 1 January 2005
Before exceptional Exceptional items Items Total (note 4) m pounds
m pounds m pounds (Unaudited) (Unaudited) (Unaudited) Food Service
Equipment - North America 10.2 -- 10.2 Food Service Equipment -
Europe/Asia 0.9 (5.2) (4.3) Global Food Service Equipment 11.1
(5.2) 5.9 Food Retail Equipment 0.3 -- 0.3 11.4 (5.2) 6.2 Food
Equipment goodwill amortisation (2.9) -- (2.9) Food Equipment 8.5
(5.2) 3.3 Property (0.2) -- (0.2) Corporate costs (2.2) -- (2.2)
6.1 (5.2) 0.9 13 weeks to 27 December 2003 Before exceptional
Exceptional items Items Total (note 4) m pounds m pounds m pounds
(Unaudited) (Unaudited) (Unaudited) Food Service Equipment - North
America 9.6 -- 9.6 Food Service Equipment - Europe/Asia 1.1 -- 1.1
Global Food Service Equipment 10.7 -- 10.7 Food Retail Equipment
1.3 -- 1.3 12.0 -- 12.0 Food Equipment goodwill amortisation (3.2)
-- (3.2) Food Equipment 8.8 -- 8.8 Property (0.7) -- (0.7)
Corporate costs (2.3) -- (2.3) 5.8 -- 5.8 53 weeks to 2 October
2004 Before exceptional Exceptional items items Total (note 4) m
pounds m pounds m pounds Food Service Equipment - North America
51.3 -- 51.3 Food Service Equipment - Europe/Asia 6.7 -- 6.7 Global
Food Service Equipment 58.0 -- 58.0 Food Retail Equipment 7.1 --
7.1 65.1 -- 65.1 Food Equipment goodwill amortisation (12.2) --
(12.2) Food Equipment 52.9 -- 52.9 Property 2.7 -- 2.7 Corporate
costs (10.5) (3.2) (13.7) 45.1 (3.2) 41.9 4. Exceptional items (a)
Operating exceptional items 13 weeks to 13 weeks to 53 weeks to 1
January 27 December 2 October 2005 2003 2004 m pounds m pounds m
pounds (Unaudited) (Unaudited) Restructuring costs 5.2 -- --
Litigation costs -- -- 3.2 Operating exceptional items 5.2 -- 3.2
2005 Restructuring costs of 5.2m pounds relate to the European
restructuring programme initiated and announced in November 2004
and represent the costs of rationalising manufacturing capacity at
three locations. The restructuring includes the redundancy costs of
140 people, charges relating to the write down of fixed assets and
inventory, vacant property costs and operating losses from the date
of the programme announcement to the date of completion. At the end
of the period the remaining provision, principally in respect of
redundancy costs, was 3.5m pounds. Notes to the financial
statements (continued) 4. Exceptional items (continued) 2004 Enodis
Corporation and several other parties have been named in a lawsuit
filed in the United States Bankruptcy Court for the Northern
District of Indiana, Freeland v. Enodis et al. In the case, the
bankruptcy trustee sought to hold Enodis Corporation liable as the
"alter ego" of its former subsidiary Consolidated Industries
Corporation ("Consolidated"), for the debts and other liabilities
of Consolidated. Enodis Corporation sold Consolidated to an
unrelated party in 1998. Shortly after the sale, Consolidated
commenced bankruptcy proceedings. In addition to the "alter ego"
claim, the trustee asserted a variety of bankruptcy and equitable
claims seeking to recover up to $37m paid by Consolidated to Enodis
Group between 1988 and 1998. On 28 July 2004, the Bankruptcy Court
for the Northern District of Indiana issued an opinion dismissing
all claims against all defendants other than Enodis Corporation,
and held that the trustee was not entitled to assert the alter ego
claims against Enodis Corporation. However, the Court also held
that the Trustee was entitled to recover $30m paid by Consolidated,
plus prejudgement interest, for a total of approximately $43m. This
judgement is in addition to the summary judgement issued by the
United States District Court for the Northern District of Indiana
previously discussed in our 2003 Annual Report in the amount of
approximately $8.6m. Enodis Group has appealed the adverse portion
of the decision of the Bankruptcy Court and will appeal the
previous adverse decision of the District Court when it is
appropriate to do so. The Directors, having considered advice from
external legal counsel, believe the adverse portion of the decision
of the Bankruptcy Court and the decision of the District Court to
be in error, and based on said advice further believe it is
probable that Enodis' appeals will be successful. As a result of
the decision to appeal, the Group reassessed its accruals for legal
costs for defending the claims and provided a further 3.2m pounds
(2003: 3.1m pounds). (b) Disposal of businesses 13 weeks to 13
weeks to 53 weeks to 1 January 27 December 2 October 2005 2003 2004
m pounds m pounds m pounds (Unaudited) (Unaudited) Profit/(loss) on
disposals -- 0.9 2.2 2004 In November 2003 and in April 2004
respectively, the majority of warranties and indemnities that the
Group gave at the time of the disposal of two of its subsidiaries
expired. As a result, accruals of 0.9m pounds and 1.3m pounds were
credited to the profit and loss account in Q104 and Q204
respectively. (c) Net interest payable and similar charges 13 weeks
to 13 weeks to 53 weeks to 1 January 27 December 2 October 2005
2003 2004 m pounds m pounds m pounds (Unaudited) (Unaudited)
Deferred financing fees -- -- 2.7 -- -- 2.7 Deferred finance fees
written off of 2.7m pounds relate to amounts previously capitalised
in respect of the senior credit facility that was replaced by the
Group's refinancing that was completed on 17 September 2004. Notes
to the financial statements (continued) 5. Taxation (a) Analysis of
charge in period 13 weeks to 13 weeks to 53 weeks to 1 January 27
December 2 October 2005 2003 2004 m pounds m pounds m pounds
(Unaudited) (Unaudited) The tax charge for the current period
comprised: UK taxation at 30% (2004:30%) -- -- -- Foreign taxation
- current year 1.0 0.7 7.1 - prior year -- -- (0.7) 1.0 0.7 6.4
Deferred taxation -- -- (23.9) 1.0 0.7 (17.5) Tax relief on
exceptional items -- -- (1.2) 1.0 0.7 (18.7) (b) The Group's
effective tax rate benefits from the effect of tax losses brought
forward. (c) For the 53 weeks ended 2 October 2004, the tax relief
on exceptional items includes a deferred tax benefit of 1.1m pounds
and a current tax benefit of 0.1m pounds. 6. Earnings per share 13
weeks to 13 weeks to 53 weeks to 1 January 27 December 2 October
2005 2003 2004 (Unaudited) (Unaudited) m pounds m pounds m pounds
Retained profit/(loss) attributable to shareholders (3.0) 1.4 43.9
m m m Basic weighted average number of shares 400.0 399.2 399.6
Dilutive number of shares from executive share option schemes 3.3
1.5 2.3 Diluted weighted average number of shares 403.3 400.7 401.9
13 weeks to 13 weeks to 53 weeks to 1 January 27 December 2 October
2005 2003 2004 (Unaudited) (Unaudited) Pence Pence Pence Basic
earnings/(loss) per share (0.7) 0.3 11.0 Effect per share of:
Exceptional items 1.3 (0.2) 0.6 Goodwill amortisation 0.7 0.8 3.1
Pre-exceptional deferred taxation -- -- (6.0) Adjusted basic
earnings per share 1.3 0.9 8.7 Diluted earnings/(loss) per share
(0.7) 0.3 10.9 Effect per share of: Exceptional items 1.3 (0.2) 0.6
Goodwill amortisation 0.7 0.8 3.1 Pre-exceptional deferred taxation
-- -- (6.0) Adjusted diluted earnings per share 1.3 0.9 8.6
Adjusted earnings per share before exceptional items (note 4),
goodwill amortisation and deferred taxation are disclosed to
reflect the underlying performance of the Group. Notes to the
financial statements (continued) 7. Foreign currency translation
The results of subsidiary companies reporting in currencies other
than Pounds Sterling, principally US dollars, have been translated
at the following rates: 13 weeks to 13 weeks to 53 weeks to 1
January 27 December 2 October 2005 2003 2004 Average exchange Rate
1 pound = US$ 1.88 1.71 1.79 Closing exchange Rate 1 pound = US$
1.92 1.78 1.80 8. Post balance sheet event On 3 February 2005
contracts were exchanged for the sale of the Group's Vent Master
businesses in Europe and North America which is expected to
complete on 4 March 2005. The Group is due to receive consideration
of 3.2m pounds and is expected to realise a loss on disposal of
approximately 6.6m pounds after writing off goodwill of 8.0m pounds
previously charged against reserves. 9. Supplementary information
for US Investors Reconciliation to generally accepted accounting
principles in the United States of America The consolidated
financial statements have been prepared in accordance with UK GAAP,
which differs in certain significant respects from US GAAP. The
following is a summary of the adjustments to operating
profit/(loss) and net profit/(loss) for the period required when
reconciling such amounts recorded in the consolidated financial
statements to the corresponding amounts in accordance with US GAAP.
13 weeks to 13 weeks to 53 weeks to 1 January 27 December 2 October
2005 2003 2004 m pounds m pounds m pounds (Unaudited) (Unaudited)
Retained profit/(loss) in accordance with UK GAAP (3.0) 1.4 43.9
Items increasing/(decreasing) UK GAAP operating profit/(loss) (*):
- Goodwill amortisation 2.9 3.2 12.1 - Pension costs (0.4) (0.1)
(3.2) - Deferred taxation 0.1 (1.6) (25.9) - Restructuring costs
1.8 (0.8) (0.7) - Other 0.5 0.2 (0.7) Net profit/(loss) in
accordance with US GAAP 1.9 2.3 25.5 Net profit/(loss) in
accordance with US GAAP is represented by: Continuing operations
2.1 2.5 25.9 Discontinued operations (0.2) (0.2) (0.4) Net
profit/(loss) in accordance with US GAAP 1.9 2.3 25.5 (*) All
adjustments exclude the effect of taxes, with all tax related
adjustments included within the deferred taxation line item.
Description of differences A discussion of the material variations
in the accounting principles, practices and methods used in
preparing the audited consolidated financial statements in
accordance with UK GAAP from the principles, practices and methods
generally accepted in the US is provided in the Group's Annual
Report as of 2 October 2004. There have been no new material
variations between UK GAAP and US GAAP accounting principles,
practices and methods used in preparing these consolidated
financial statements except as it relates to the restructuring
charges recorded in the quarter and the expected disposal of Vent
Master. In respect of the restructuring charges, the difference
between UK and US GAAP primarily relates to the timing of the
recognition of certain components of the charge. In respect of the
expected disposal of Vent Master, there is a presentation
difference as the entity would be considered a discontinued
operation under US GAAP. As such the operations would be disclosed
in a single line item below operating income and net of tax. In the
balance sheet, Vent Master's assets and liabilities would be
classified in a single line item within the respective section and
described as assets/liabilities held for sale. Other unaudited
financial information (i) Reconciliation of like-for-like
information for the 13 weeks to 1 January 2005 13 weeks to 13 weeks
to Effect of Like-for-like Like-for-like 1 January 27 December
Foreign 27 December Increase/ 2005 2003 Exchange 2003 (decrease) a)
Turnover m pounds m pounds m pounds m pounds % Food Service
Equipment - North America 93.3 90.5 (7.3) 83.2 12 Food Service
Equipment - Europe/Asia 35.1 33.8 (0.1) 33.7 4 Global Food Service
Equipment 128.4 124.3 (7.4) 116.9 10 Food Retail Equipment 21.0
23.7 (2.0) 21.7 (3) Food Equipment 149.4 148.0 (9.4) 138.6 8 b)
Operating profit before exceptional items, goodwill amortisation,
property and corporate costs Food Service Equipment - North America
10.2 9.6 (0.7) 8.9 15 Food Service Equipment - Europe/Asia 0.9 1.1
0.1 1.2 (25) Global Food Service Equipment 11.1 10.7 (0.6) 10.1 10
Food Retail Equipment 0.3 1.3 (0.2) 1.1 (73) Food Equipment 11.4
12.0 (0.8) 11.2 2 (ii) Reconciliation of non-UK GAAP measures 13
weeks to 13 weeks to 53 weeks to 1 January 27 December 2 October
2005 2003 2004 m pounds m pounds m pounds a) Adjusted operating
profit/(loss) Operating profit/(loss) Add back: 0.9 5.8 41.9
Goodwill amortisation 2.9 3.2 12.2 Exceptional (profit)/loss 5.2 --
3.2 Adjusted operating profit/(loss) 9.0 9.0 57.3 b) Adjusted
profit/(loss) before tax Profit/(loss) before tax Add back: (1.9)
2.1 25.3 Goodwill amortisation 2.9 3.2 12.2 Exceptional
(profit)/loss 5.2 (0.9) 3.7 Adjusted profit/(loss) before tax 6.2
4.4 41.2 DATASOURCE: Enodis plc CONTACT: Dave McCulloch, Chief
Executive Officer, +44-20-7304-6006, or Dave Wrench, Chief
Financial Officer, +44-20-7304-6006, both of Enodis plc; or Andrew
Lorenz, Financial Dynamics, +44-20-7269-7291, for Enodis plc
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