SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2002
Enodis plc
Washington House, 40-41 Conduit Street
London, W1S 2YQ, United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F: X Form 40-F: _____
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Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes: _______ No: X
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Enodis plc distributed the following report to shareholders regarding the
results for the half year ended March 20, 2002.
***************************************************************** ****
Enodis plc
Washington House
40-41 Conduit Street
London
W1S 2YQ
T +44 (0)20 7304 6000
F +44 (0)20 7304 6001
www.enodis.com
e-mail to:
contact@enodis.co
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Dear Shareholder,
On 23 May we announced, in addition to the Interim Results for the 26 weeks
ended 30 March 2002, the sale of the Aladdin Temp-Rite companies. As the formal
agreements for the sale were not signed until after the results had been
finalised, we were not able to reflect the sale, or its financial effects in the
Interim report enclosed.
The Aladdin Temp-Rite companies were sold for a net cash consideration of
US$39.2m ((Pounds)27.0m). The consideration, less expenses, will be used to
reduce debt and completes our current programme of non-core disposals.
Had this disposal, along with the completion of the rights issue and the
disposals of Belshaw and Austral, occurred before 30 March 2002, then on a
pro-forma basis net debt would have been under (Pounds)270 million.
/s/ P M Brooks
P M Brooks Chairman
12 June 2002
Contents
1 Highlights
2 -Chairman and Chief Executive Officer's review
6 -Unaudited Group profit and loss account (half year)
7 -Unaudited Group profit and loss account (quarter 2)
8 -Audited Group profit and loss account (full year)
9 -Unaudited Group balance sheet
10 Unaudited Group cash flow statement
12 -Notes to the unaudited interim financial statements
ibc Independent review report to Enodis plc
ibc Corporate information
"These first half results are encouraging with a particularly strong performance
from Food Service Equipment in North America. Good progress has also been made
towards our objective of reducing debt, including the disposal of non-core
businesses.
There are grounds for cautious optimism in respect of the market for food
service equipment in North America, while demand for food service equipment in
Europe is weak. In Food Retail Equipment, where Kysor Panel Systems is
performing ahead of plan, our major challenge is to turn round Kysor Warren.
Overall, our expectations for full year operating profits are unchanged from
those at the time of our preliminary results announcement in November 2001,
other than in respect of the effect of disposals.
The second half will benefit from the effects of seasonality and management
actions including market share gain initiatives and new product development.
Our Global Food Service Equipment strategy is firmly on track. We believe Enodis
is well positioned to benefit as economies and markets recover."
Peter Brooks, Chairman
Highlights
- Group Financial Highlights
- Group profit before tax* (Pounds)11.3m ((Pounds)18.7m).
- Adjusted, diluted earnings per share 3.2p (4.8p); no interim dividend
(2.0p).
- Food Equipment - Global Food Service Equipment and Food Retail Equipment
- Food Equipment sales (Pounds)390m, down 6% on a like-for-like basis, in weak
markets.
- Global Food Service Equipment (FSE)
- Operating profit* down 6% on a like-for-like basis at (Pounds)28.9m.
- Operating profit* in FSE North America 7% ahead on a like-for-like basis
at (Pounds)24.6m.
- -Management changes and other actions taken to improve performance in
Europe.
- -Cost savings delivered as planned, approximately (Pounds)17m additional
savings in half year.
- Food Retail Equipment
- Operating profit* (Pounds)3m lower at (Pounds)1.5m.
- Kysor Warren performed poorly.
- Management changes at Kysor Warren, formation of Kysor Group.
- Non-core business disposal programme well advanced
- Sale of Sammic, Belshaw and Austral; gross proceeds of (Pounds)43.1m.
- -Rights Issue and High Yield Bond complete. Senior debt syndication well
advanced. Appropriate capital structure in place for future
- -Period end net debt (Pounds)380.5m ((Pounds)493.8m); (Pounds)15m increase
during the half due to exceptional items, refinancing costs and exchange
movements.
- -Net debt on pro forma basis reflecting Rights Issue and non-core business
disposals under (Pounds)295m.
*before goodwill amortisation and exceptionals
Chairman and Chief Executive Officer's review
Overview
The 26 weeks ended 30 March 2002 have been a period of economic uncertainty and
slow customer investment activity. In North America and Europe, as we
anticipated, the market weakened further in the second quarter and we also saw
intensified price competition. The market for food retail equipment has remained
difficult.
In Global Food Service Equipment our strategy is to establish Enodis as the
clear world leader through excellence in product, distribution and service. In
North America, where we are most advanced in leveraging our scale, product
range, technology and relationships, we believe we are gaining share though with
some negative price impact.
In our Food Retail Equipment business, Kysor Panel Systems, which makes walk-in
coolers for supermarket customers, is performing strongly. However, Kysor
Warren, which makes display cabinets and systems, has become loss-making. The
management team has been replaced and the Kysor Group, comprising Kysor Panel
Systems and Kysor Warren, has been formed to leverage Kysor Panel Systems'
customer relationships and reputation.
Within our Food Equipment business, we have delivered the anticipated first half
benefits from the cost saving actions taken since the second half of 2001. This,
along with increased market share in Food Service Equipment North America, has
enabled us to offset in part the impact of adverse market conditions.
Net debt has, as expected, increased modestly in the first half. Importantly,
subsequent to the period end we received gross proceeds from the rights issue of
(Pounds)75.1m, along with a further (Pounds)24.2m for the disposals of
businesses (see below). Adjusting for these, net debt at 30 March 2002 would
have been under (Pounds)295m. Net debt at 31 March 2001 was (Pounds)493.8m.
The sales of Belshaw and Austral made in April and May continues our current
programme of non-core disposals. Whilst these disposals are earnings dilutive in
the current year they reduce debt, remove significant risk from our business and
enable us to increase our focus on our core area of competence, heavy food
service equipment.
We have continued to strengthen our senior management team.
Results
Profit before tax, goodwill amortisation and exceptional items was (Pounds)11.3m
(First Half 2001: (Pounds)18.7m): foreign exchange movements have benefited the
results by around (Pounds)0.3m.
In Food Equipment, operating profit before goodwill amortisation and exceptional
items was (Pounds)30.4m ((Pounds)36.7m): operating profit was reduced by a net
(Pounds)1.3m by the effect of disposals, and benefited by some (Pounds)0.3m from
foreign exchange movements. Operating margins in the 26 week period were 7.8%
compared to 8.7% in the prior period, principally due to a decline in Europe and
Food Retail Equipment.
Group operating profit before goodwill amortisation and exceptional items was
(Pounds)26.2m ((Pounds)39.8m including contribution of (Pounds)7.6m of operating
profit from our Building & Consumer Products business which was sold in June
2001).
Financing
Operating cash flow in the period was (Pounds)30.8m ((Pounds)34.2m); after
interest and tax, free cash flow was (Pounds)14.0m ((Pounds)10.5m).
After exceptional items of (Pounds)16.1m, net proceeds from the disposal of
non-core businesses of (Pounds)16.4m, bank refinancing costs of (Pounds)14.7m
and the adverse effect of exchange rate movements of (Pounds)14.2m, net debt
increased from (Pounds)365.9m at 29 September 2001 to (Pounds)380.5m at the
period end.
Subsequent to the period end, the Group completed a three for five rights issue
at 50p per share to raise gross proceeds of (Pounds)75.1m and realised gross
proceeds of (Pounds)24.2m from the disposal of non-core businesses. On a pro
forma basis, after adjusting for these proceeds and related costs, net debt
would have been less than (Pounds)295m.
During the period the Company issued 10 3/8% senior subordinated notes raising
(Pounds)100m with a 10 year bullet maturity. Senior debt syndication is well
advanced with the co-arranging stage completed and general syndication recently
launched with an anticipated completion date of end of June.
The further reduction of debt remains a key priority for the Group. The Group's
businesses are highly cash generative with relatively low requirements for
capital expenditure. Operating companies are firmly focused on cash conversion
days for working capital where there is some room for improvement. Contracts
have been signed for the sale of Felsted property phase III, which subject to
completion of infrastructure improvements on time, should generate cash and
profit of some (Pounds)7m in the second half.
No interim dividend is proposed.
Exceptional items Net exceptional costs of (Pounds)9.4m in the first half
comprise further restructuring costs of (Pounds)3.7m, mostly in Food Retail
Equipment, and (Pounds)8.4m for the cost of refinancing, offset by (Pounds)2.7m
profit on the sale of Sammic.
Net cash outflow for exceptional items was (Pounds)14.4m, representing costs in
respect of litigation and restructuring programmes (including those announced in
the prior year) of (Pounds)16.1m, costs of refinancing of (Pounds)14.7m offset
by the net proceeds from disposal of businesses of (Pounds)16.4m.
In the second half, exceptional items are estimated to be up to (Pounds)3m,
excluding the cost of any further actions arising from the current review at
Kysor Warren (see below). These costs comprise further costs of simplifying the
organisation. Cash outflow from exceptional items in the second half is
estimated to be around (Pounds)7m.
Global Food Service Equipment
Global Food Service Equipment, under the leadership of Dave McCulloch, comprises
both our operations in North America, some 76% of Food Service Equipment first
half sales, and our operations in Europe and Asia, 24% of first half sales. Our
strategy is to achieve market share growth through excellence in product,
distribution and service.
The Group offers a full range of core heavy kitchen equipment to the industry
and competitive advantage is achieved through leveraging the Group's scale,
product range and leading brands, technology and relationships with distributors
and service partners, end-users and suppliers.
In the first half, significant progress has been made in developing this
strategy. In North America, momentum is building on new product introductions
including 12 new products launched at the recent National Restaurant Association
show, on top of the 20 introduced at NAFEM last September, along with some
exciting developments for major customers. The alignment of our US sales
representatives was completed resulting in improved focus and support for our
distribution partners. We believe that this, together with dealer/buying group
incentive programmes and improved key account and segment management is
achieving increased market penetration. Cost savings have been delivered on plan
and additional management appointments made to drive Group purchasing savings
and improve global parts and service capability. Enodis' emphasis on building
partnerships with customers and channel partners is yielding positive results.
North American operations achieved sales, including exports, of (Pounds)228.3m
((Pounds)234.8m) down 5% on a like-for-like basis. Operating profit at
(Pounds)24.6m ((Pounds)23.0m) was up 7% on a like-for-like basis. In overall
terms, adverse volume, net price and mix changes together with normal ongoing
cost inflation, principally labour, were more than offset by the benefits of
last year's and this year's cost reduction programmes which saved some
(Pounds)10.5m. Operating margins increased from 9.8% in the comparable period to
10.8%.
In Europe, we have made management changes to provide better focus on our
manufacturing and distribution companies and have established "tag teams"
between our European companies and their North American counterparts to leverage
product and technology globally. We have been particularly successful with our
UK Merrychef accelerated cooking technology with substantial new orders from
five global chain customers. We are also investigating how we can better utilise
our European facilities to manufacture product previously sourced from North
America. Significant further work is necessary in Europe which will take time,
but we are confident that we are now taking the right steps.
In our Europe/Asia operations, sales at (Pounds)72.8m ((Pounds)87.4m) were down
4% on a like-for-like basis but profit at (Pounds)4.3m ((Pounds)9.2m) was almost
halved. Whilst cost savings amounted to approximately (Pounds)2m, this was more
than offset by adverse price and product mix, additional infrastructure costs
for new factories at Viscount, Ventmaster and Convotherm, weak beverage
performance and the absence of last year's one-off property profits of
(Pounds)0.9m. Operating margins declined from 10.5% in the comparable period to
5.9%.
Overall, operating profit before amortisation and exceptional items of Global
Food Service Equipment was (Pounds)28.9m ((Pounds)32.2m) down 6% on a
like-for-like basis in much weaker markets. Overall, operating margins declined
from 10.0% to 9.6% as a result of factors in Europe.
Food Retail Equipment
The results of Food Retail Equipment reflect an improved performance from Kysor
Panel Systems and Austral, now sold, offset by a much weaker performance from
Belshaw, now sold, and a very disappointing performance from Kysor Warren.
Operating profit before amortisation and exceptional items was (Pounds)1.5m,
down from (Pounds)4.5m in the comparable period, with Kysor Warren incurring
losses of some (Pounds)2m (profit (Pounds)1.5m): Kysor Warren is expected to be
loss-making throughout the second half. Our primary objective in this group is
to turn round Kysor Warren and re-establish it as a successful, leading player
in the display cabinet and systems industry. Actions taken to date include:
- -Replacement of the management team. A taskforce comprising senior executives
from elsewhere within the Group is currently running the business, reporting
directly to Andrew Allner. Recruitment of an executive team is underway. As
separately announced, Dave Odum is leaving the Group at the end of May 2002.
- -The Kysor Group has been formed under the leadership of David Frase,
President of Kysor Panel Systems. This appointment will provide added customer
focus and help restore credibility, and allows us to leverage Kysor Panel
Systems' customer relationships and reputation.
- -The next steps are the completion of a strategic review and finalisation of
plans for the turn round, including improved customer service and offering.
As previously discussed in the announcement of first quarter results, we are
currently reviewing the operations of Kysor Warren, with the objective of
improving its operating performance. From its acquisition in 1999 to the end of
the 2001 financial year, Kysor Warren has operated at a profit (exclusive of
exceptional costs and goodwill amortisation). However, Kysor Warren, along with
its competitors, has been adversely impacted by difficult market conditions but
has also lost market share due to a lack of customer focus. We have completed an
independent market study and changed most of the management team. The unaudited
results of this operation for Half Year 2002 showed an operating loss and were
below expectations. If the result of our review is the conclusion that the
necessary long term improvement in performance cannot be achieved, then a
significant part of Kysor Warren's fixed assets (principally goodwill) would be
impaired, resulting in an exceptional non-cash charge. Such impairment cannot be
reasonably estimated at this time. As at 30 March 2002 the carrying value of
goodwill relating to Kysor Warren was approximately (Pounds)50m.
Non-core disposals
During and subsequent to the period, the Group has completed the disposals of
Sammic, Belshaw and Austral.
Net proceeds raised amount to (Pounds)43m and exceptional net losses are
estimated to be some (Pounds)20m, including (Pounds)35m in respect of goodwill
written off. During the six months to 30 March 2002 the aggregate operating
profit contribution for these businesses was (Pounds)2.7m.
Although the disposals are dilutive as regards earnings per share, they reduce
debt, reduce risk and enable Enodis to focus on its core heavy food service
equipment where we believe we have significant competitive advantage.
Outlook
Whilst the market for food service equipment in North America remains uncertain
and pricing pressure significant, some more positive signs are emerging from
both the industry and end-users. In Europe, the market outlook for
food service equipment is weak, exacerbated by intense price competition. The
market for food retail equipment remains depressed. However, the key to our
performance in this market will be our ability to turn round Kysor Warren.
Our results for April and preliminary indications for May show better than plan
results from Food Service Equipment North America but a weaker than plan
performance in Europe and Kysor Warren.
Against this background, our expectations for full year operating profit are
unchanged from those at the time we released our preliminary results in November
2001, other than in respect of the impact of disposals. The second half will
benefit from the effects of seasonality and management actions, including cost
saving initiatives and new product development.
So far this year, we have made good progress towards our key objectives. US
industry forecasts of food service sales are encouraging and confirm our view
that industry fundamentals are attractive showing increased food and beverage
sales outside the home driven by lifestyle changes. Our Global Food Service
Equipment strategy is firmly on track. We believe Enodis is well positioned to
benefit as economies and markets recover.
Management Discussion and Analysis
Under the terms of our 10 3/8% senior subordinated notes, we are required to
prepare a US style, Management Discussion and Analysis (MD&A), and to file it
with the Securities and Exchange Commission (SEC) in the US, on Form 6-K. You
will be able to obtain the filing from the SEC website at www.sec.gov.
P M Brooks Chairman 22 May 2002
A J Allner Chief Executive Officer 22 May 2002
Unaudited Group profit and loss account (half year)
26 weeks to 31 March 2001
26 weeks to 30 March 2002 Before Exceptional
Before Exceptional Exceptional items
exceptional items items (note 4) Total
items (note 4) Total (Pounds)m (Pounds)m (Pounds)m
(Pounds)m (Pounds)m (Pounds)m (Unaudited)/ (Unaudited)/ (Unaudited)/
Notes (Unaudited) (Unaudited) (Unaudited) (Restated) (Restated) (Restated)
Turnover 2
Food Equipment 390.0 - 390.0 419.7 - 419.7
Property - - - 0.9 - 0.9
Continuing operations 390.0 - 390.0 420.6 - 420.6
Discontinued operations - - - 132.9 - 132.9
Total turnover 390.0 - 390.0 553.5 - 553.5
Profit from operations
Food Equipment 30.4 (3.7) 26.7 36.7 (24.8) 11.9
Property - - - - - -
Corporate costs (4.2) - (4.2) (4.5) (15.7) (20.2)
Continuing operations 26.2 (3.7) 22.5 32.2 (40.5) (8.3)
Discontinued operations - - - 7.6 - 7.6
26.2 (3.7) 22.5 39.8 (40.5) (0.7)
Goodwill amortisation (10.1) - (10.1) (11.7) - (11.7)
Operating profit 3
Continuing operations 16.1 (3.7) 12.4 20.5 (40.5) (20.0)
Discontinued operations - - - 7.6 - 7.6
16.1 (3.7) 12.4 28.1 (40.5) (12.4)
Profit on disposal of business - 2.7 2.7 - - -
Profit/(loss) on ordinary activities
before interest and taxation 16.1 (1.0) 15.1 28.1 (40.5) (12.4)
Net interest payable and similar charges (14.9) (8.4) (23.3) (21.1) (5.8) (26.9)
Profit/(loss) on ordinary activities
before taxation 1.2 (9.4) (8.2) 7.0 (46.3) (39.3)
Tax on profit/(loss) on ordinary activities 5 (1.4) - (1.4) (3.9) - (3.9)
Profit/(loss) on ordinary activities
after taxation (0.2) (9.4) (9.6) 3.1 (46.3) (43.2)
Minority interests (0.2) - (0.2) - - -
Profit/(loss) for the period (0.4) (9.4) (9.8) 3.1 (46.3) (43.2)
Equity dividends 6 - - - (5.0) - (5.0)
Retained result (0.4) (9.4) (9.8) (1.9) (46.3) (48.2)
Notes Pence Pence
Earnings/(loss) per share 7
Basic loss per share (3.2) (14.1)
Adjusted basic earnings per share 3.2 4.8
Diluted loss per share (3.2) (14.1)
Adjusted diluted earnings per share 3.2 4.8
Statement of total recognised gains and losses
Statement of total recognised gains and losses (Pounds)m (Pounds)m
Loss for the period (9.8) (43.2)
Goodwill written back on disposals, previously written off 10.4 -
Currency translation differences on foreign currency net investments 1.6 1.5
Total recognised gains and losses for the period 2.2 (41.7)
Unaudited Group profit and loss account (quarter 2)
13 weeks to 30 March 2002 13 weeks to 31 March 2001
Before Exceptional Before Exceptional
exceptional items exceptional items
items (note 4) Total items (note 4) Total
(Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m
Notes (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Turnover 2
Food Equipment 200.1 - 200.1 220.7 - 220.7
Property - - - 0.9 - 0.9
Continuing operations 200.1 - 200.1 221.6 - 221.6
Discontinued operations - - - 71.6 - 71.6
Total turnover 200.1 - 200.1 293.2 - 293.2
Profit from operations
Food Equipment 16.2 (1.2) 15.0 21.0 (24.8) (3.8)
Property - - - - - -
Corporate costs (2.1) - (2.1) (2.5) (15.7) (18.2)
Continuing operations 14.1 (1.2) 12.9 18.5 (40.5) (22.0)
Discontinued operations - - - 5.1 - 5.1
14.1 (1.2) 12.9 23.6 (40.5) (16.9)
Goodwill amortisation (5.1) - (5.1) (6.3) - (6.3)
Operating profit 3
Continuing operations 9.0 (1.2) 7.8 12.2 (40.5) (28.3)
Discontinued operations - - - 5.1 - 5.1
9.0 (1.2) 7.8 17.3 (40.5) (23.2)
Profit on disposal of business
Profit/(loss) on ordinary activities
before interest and taxation 9.0 (1.2) 7.8 17.3 (40.5) (23.2)
Net interest payable and similar charges (7.9) (4.4) (12.3) (11.1) (5.8) (16.9)
Profit/(loss) on ordinary activities
before taxation 1.1 (5.6) (4.5) 6.2 (46.3) (40.1)
Tax on profit/(loss) on ordinary activities (0.8) - (0.8) (2.6) - (2.6)
Profit/(loss) on ordinary activities
after taxation 0.3 (5.6) (5.3) 3.6 (46.3) (42.7)
Minority interests (0.1) - (0.1) - - -
Profit/(loss) for the period 0.2 (5.6) (5.4) 3.6 (46.3) (42.7)
Equity dividends - - - (5.0) - (5.0)
Retained result 0.2 (5.6) (5.4) (1.4) (46.3) (47.7)
Notes Pence Pence
Earnings/(loss) per share 7
Basic loss per share (1.8) (13.9)
Adjusted basic earnings per share 1.7 3.3
Diluted loss per share (1.8) (13.9)
Adjusted diluted earnings per share 1.7 3.3
Statement of total recognised gains and losses
(Pounds)m (Pounds)m
Loss for the period (5.4) (42.7)
Currency translation differences on foreign currency net investments 2.7 0.3
Total recognised gains and losses for the period (2.7) (42.4)
Audited Group profit and loss account (full year)
52 weeks to 29 September 2001
Before Exceptional
Exceptional items
items (note 4) Total
(Pounds)m (Pounds)m (Pounds)m
Notes (Restated) (Restated) (Restated)
Turnover 2
Food Equipment 887.2 - 887.2
Property 16.6 - 16.6
Continuing operations 903.8 - 903.8
Discontinued operations 177.3 - 177.3
Total turnover 1,081.1 - 1,081.1
Profit from operations
Food Equipment 90.7 (43.4) 47.3
Property 9.0 - 9.0
Corporate costs (8.9) (24.1) (33.0)
Continuing operations 90.8 (67.5) 23.3
Discontinued operations 9.1 - 9.1
99.9 (67.5) 32.4
Goodwill amortisation/impairment (23.0) (100.0) (123.0)
Operating profit 3
Continuing operations 67.8 (167.5) (99.7)
Discontinued operations 9.1 - 9.1
76.9 (167.5) (90.6)
Profit on disposal of business - 23.5 23.5
Profit/(loss) on ordinary activities
before interest and taxation 76.9 (144.0) (67.1)
Net interest payable and similar charges (36.1) (5.8) (41.9)
Profit/(loss) on ordinary activities before taxation 40.8 (149.8) (109.0)
Tax on profit/(loss) on ordinary activities 5 (13.4) 2.0 (11.4)
Profit/(loss) on ordinary activities after taxation 27.4 (147.8) (120.4)
Minority interests (0.3) - (0.3)
Profit/(loss) for the period 27.1 (147.8) (120.7)
Equity dividends 6 (4.8) - (4.8)
Retained result 22.3 (147.8) (125.5)
Notes Pence
Earnings/(loss) per share 7
Basic loss per share (39.3)
Adjusted basic earnings per share 16.3
Diluted loss per share (39.3)
Adjusted diluted earnings per share 16.3
Statement of total recognised gains and losses
(Pounds)m
Loss for the period (120.7)
Negative goodwill written back on disposals, previously written off (4.4)
Currency translation differences on foreign currency net investments (1.7)
Total recognised gains and losses for the period (126.8)
Unaudited Group balance sheet
30 March 2002 31 March 2001 29 September 2001
(Pounds)m (Pounds)m (Pounds)m
Unaudited)/
Notes (Unaudited) (Restated) (Restated)
Fixed assets
Intangible assets: Goodwill 312.9 434.5 310.2
Tangible assets 108.8 172.6 111.4
Investments 6.2 8.0 6.2
427.9 615.1 427.8
Current assets
Stocks 8 103.8 160.3 105.6
Debtors 183.6 222.3 200.7
Deferred tax asset 5 27.3 30.3 26.9
Cash at bank and in hand 9 49.9 58.0 39.4
364.6 470.9 372.6
Creditors falling due within one year
Borrowings 9 (10.1) (0.4) (2.4)
Other creditors (210.4) (281.5) (225.1)
(220.5) (281.9) (227.5)
Net current assets 144.1 189.0 145.1
Total assets less current liabilities 572.0 804.1 572.9
Financed by:
Creditors falling due after more than one year
Borrowings 9 404.4 549.8 398.9
Provisions for liabilities and charges 55.1 54.7 59.1
459.5 604.5 458.0
Capital and reserves
Called up equity share capital 125.1 125.0 125.1
Share premium account 234.2 238.9 239.0
Profit and loss account (247.8) (165.0) (250.0)
Equity shareholders' funds 10 111.5 198.9 114.1
Equity minority interests 1.0 0.7 0.8
572.0 804.1 572.9
Unaudited Group cash flow statement
26 weeks to 26 weeks to
30 March 31 March 52 weeks to
2002 2001 29 September
(Unaudited) (Unaudited) 2001
Notes (Pounds)m (Pounds)m (Pounds)m
Net cash flow from operations before exceptional items 36.5 39.3 120.8
Net cash flow effect of exceptional items (16.1) (4.3) (27.8)
Net cash inflow from operating activities a 20.4 35.0 93.0
Return on investments and servicing of finance
Interest paid (16.4) (22.8) (40.9)
Financing fees paid (14.7) - -
(31.1) (22.8) (40.9)
Taxation
Overseas and UK tax paid (0.4) (0.9) (6.0)
Capital expenditure and financial investment
Payments to acquire tangible fixed assets (6.3) (8.2) (23.7)
Receipts from sale of tangible fixed assets 0.6 3.1 7.4
(5.7) (5.1) (16.3)
Acquisitions and disposals
Purchase of subsidiary undertakings and minority interests - (25.0) (25.8)
Disposal of subsidiary undertakings 4 16.4 - 98.6
16.4 (25.0) 72.8
Equity dividends paid - (23.3) (28.2)
Cash (outflow)/inflow before financing (0.4) (42.1) 74.4
Financing
Issue of shares - 0.1 0.2
Additional net borrowings 310.8 591.9 398.3
Term loan repayment (400.4) (521.1) (385.7)
Issue of 10 3/8% senior subordinated notes 100.0 - -
Repayment of other loans - - (72.8)
Capital element of finance lease payments - 0.7 (0.6)
10.4 71.6 (60.6)
Increase in cash in the period 10.0 29.5 13.8
a) Reconciliation of operating profit/(loss) to net cash inflow/(outflow) from
operating activities
26 weeks to 30 March 2002 26 weeks to 31 March 2001
------------------------- -------------------------
Before Effect of Before Effect of
exceptional exceptional exceptional exceptional
items items Total items items Total
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
(Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m
Operating profit/(loss) 16.1 (3.7) 12.4 28.1 (40.5) (12.4)
Depreciation 8.7 - 8.7 12.6 - 12.6
Amortisation of goodwill 10.1 - 10.1 11.7 - 11.7
Gain on sale of fixed assets - - - (1.7) - (1.7)
Provisions (net) (0.7) (2.5) (3.2) (5.0) 16.5 11.5
(Increase)/decrease in stock (0.8) 2.4 1.6 (2.8) 0.5 (2.3)
Decrease in debtors 16.3 - 16.3 1.6 - 1.6
(Decrease)/increase in creditors (13.2) (12.3) (25.5) (5.2) 19.2 14.0
Net cash inflow from
operating activities 36.5 (16.1) 20.4 39.3 (4.3) 35.0
52 weeks to 29 September 2001
-----------------------------
Before Effect of
exceptional exceptional
items items Total
(Pound)m (Pound)m (Pound)m
Operating profit/(loss) 76.9 (167.5) (90.6)
Depreciation 22.7 - 22.7
Amortisation of goodwill 23.0 100.0 123.0
Gain on sale of fixed assets (1.7) - (1.7)
Provisions (net) (6.0) 16.5 10.5
(Increase)/decrease in stock 12.1 0.5 12.6
Decrease in debtors 10.7 - 10.7
(Decrease)/increase in creditors (16.9) 22.7 5.8
Net cash inflow from operating activities 120.8 (27.8) 93.0
b) Reconciliation of net cash flow to movement in net debt
30 March 31 March
2002 2001 29 September
(Unaudited) (Unaudited) 2001
(Pound)m (Pound)m (Pound)m
Net debt at the start of period (365.9) (434.2) (434.2)
Increase in net cash in the period 10.0 29.5 13.8
Issue of 10 3/8% senior subordinated notes (100.0) - -
Net decrease/(increase) in other loans 89.6 (71.5) 60.1
Translation differences (14.2) (17.6) (5.6)
Net debt at the end of the period (380.5) (493.8) (365.9)
Corporate information
Directors
Peter Brooks* Chairman
Andrew Allner Chief Executive Officer
Robert Eimers Executive Vice President - Global Human Resources
Dave McCulloch Chief Operating Officer
David Odum (to resign 31 May 2002)
Dave Wrench Chief Financial Officer
Robert Briggs*
Eryl Morris*
Waldemar Schmidt*
*Non-executive Directors
Company Secretary
David Hooper
Registered Office
Washington House, 40-41 Conduit Street, London W1S 2YQ
Registered in England No. 109849
Registrars
Computershare Services PLC
PO Box 82, The Pavilions, Bridgwater Road, Bristol BS99 7NH
Independent review report to Enodis plc
Introduction We have been instructed by the Company to review the financial
information for the 26 weeks ended 30 March 2002 which comprises the profit and
loss account, the balance sheet, the cash flow statement and related notes 1 to
13. We have read the other information contained in the interim report and
considered whether it contains any apparent misstatements or material
inconsistencies with the financial information.
Directors' responsibilities The interim report, including the financial
information contained therein, is the responsibility of, and has been approved
by the Directors. The Directors are responsible for preparing the interim report
in accordance with the Listing Rules of the Financial Services Authority which
require that the accounting policies and presentation applied to the interim
figures should be consistent with those applied in preparing the preceding
annual accounts except where any changes, and the reasons for them, are
disclosed.
Review work performed We conducted our review in accordance with guidance
contained in Bulletin 1999/4 issued by the Auditing Practices Board for use in
the United Kingdom. A review consists principally of making enquiries of group
management and applying analytical procedures to the financial information and
underlying financial data and based thereon, assessing whether the accounting
policies and presentation have been consistently applied unless otherwise
disclosed. A review excludes audit procedures such as tests of controls and
verification of assets, liabilities and transactions. It is substantially less
in scope than an audit performed in accordance with Auditing Standards and
therefore provides a lower level of assurance than an audit. Accordingly, we do
not express an audit opinion on the financial information.
Review conclusion On the basis of our review we are not aware of any material
modifications that should be made to the financial information as presented for
the 26 weeks ended 30 March 2002.
Deloitte & Touche
Chartered Accountants and Registered Auditors 1 Little New Street London EC4A
3TR
22 May 2002
Notes to the unaudited interim financial statements
1 Basis of preparation
The accompanying condensed financial statements ("interim financial statements")
have been prepared in accordance with accounting principles generally accepted
in the United Kingdom ("UK GAAP"). The interim financial statements are
unaudited but include all adjustments (consisting of normal recurring
adjustments) which the Group's management considers necessary for a fair
presentation of the financial position of the Group as of such dates and the
operating results and cash flows for those 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 26 weeks ended 30 March 2002 may not necessarily be
indicative of the operating results that may be achieved for the entire
financial year.
The interim financial information has been prepared on the basis of the
accounting policies set out in the Group's financial statements for the year
ended 29 September 2001, with the exception that the results reflect the
adoption of FRS19 "Deferred Tax" and the 29 September 2001 and the 31 March 2001
comparative figures have been restated accordingly.
UK GAAP differs in certain significant respects from accounting principles
generally accepted in the United States of America ("U.S. GAAP"). The
application of the latter would have affected the determination of profit/(loss)
to the extent summarised in Note 14 to the interim financial statements.
These interim financial statements should be read in conjunction with the
financial statements and the notes thereto included in the Company's latest
annual report.
2 Turnover
26 weeks to 26 weeks to 13 weeks to 13 weeks to
30 March 31 March 30 March 31 March 52 weeks to
2002 2001 2002 2001 29 September
(Unaudited) (Unaudited) (Unaudited) (Unaudited) 2001
(pound)m (pound)m (pound)m (pound)m (pound)m
Food Service Equipment - North America 228.3 234.8 122.0 124.2 498.7
Food Service Equipment - Europe and Asia 72.8 87.4 35.9 46.7 185.4
Food Retail Equipment 88.9 97.5 42.2 49.8 203.1
Food Equipment 390.0 419.7 200.1 220.7 887.2
Property - 0.9 - 0.9 16.6
Continuing operations 390.0 420.6 200.1 221.6 903.8
Discontinued operations - 132.9 - 71.6 177.3
390.0 553.5 200.1 293.2 1,081.1
Turnover from discontinued operations represents the Building and Consumer
Products business sold in June 2001.
3 Operating profit/(loss)
26 weeks to 30 March 2002 26 weeks to 31 March 2001
Before Before
exceptional Exceptional exceptional Exceptional
items items Total items items Total
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
(pound)m (pound)m (pound)m (pound)m (pound)m (pound)m
Food Service Equipment -
North America 24.6 - 24.6 23.0 (16.9) 6.1
Food Service Equipment -
Europe and Asia 4.3 (1.7) 2.6 9.2 (0.9) 8.3
Food Retail Equipment 1.5 (2.0) (0.5) 4.5 (7.0) (2.5)
30.4 (3.7) 26.7 36.7 (24.8) 11.9
Food Equipment goodwill amortisation (10.1) - (10.1) (11.7) - (11.7)
Food Equipment 20.3 (3.7) 16.6 25.0 (24.8) 0.2
Property - - - - - -
Corporate costs (4.2) - (4.2) (4.5) (15.7) (20.2)
Continuing operations 16.1 (3.7) 12.4 20.5 (40.5) (20.0)
Discontinued operations - - - 7.6 - 7.6
16.1 (3.7) 12.4 28.1 (40.5) (12.4)
17
13 weeks to 30 March 2002 13 weeks to 31 March 2001
Before Before
exceptional Exceptional exceptional Exceptional
items items Total items items Total
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
(pound)m (pound)m (pound)m (pound)m (pound)m (pound)m
Food Service Equipment -
North America 14.8 - 14.8 12.9 (24.8) (11.9)
Food Service Equipment -
Europe and Asia 1.6 (0.4) 1.2 6.0 - 6.0
Food Retail Equipment (0.2) (0.8) (1.0) 2.1 - 2.1
16.2 (1.2) 15.0 21.0 (24.8) (3.8)
Food Equipment goodwill amortisation (5.1) - (5.1) (6.3) - (6.3)
Food Equipment 11.1 (1.2) 9.9 14.7 (24.8) (10.1)
Property - - - - - -
Corporate costs (2.1) - (2.1) (2.5) (15.7) (18.2)
Continuing operations 9.0 (1.2) 7.8 12.2 (40.5) (28.3)
Discontinued operations - - - 5.1 - 5.1
9.0 (1.2) 7.8 17.3 (40.5) (23.2)
3 Operating profit/(loss) continued
52 weeks to 29 September 2001
Before
exceptional Exceptional
items items Total
(pound)m (pound)m (pound)m
Food Service Equipment - North America 62.6 (25.6) 37.0
Food Service Equipment - Europe and Asia 17.7 (5.2) 12.5
Food Retail Equipment 10.4 (12.6) (2.2)
90.7 (43.4) 47.3
Food Equipment goodwill amortisation/impairment (23.0) (100.0) (123.0)
Food Equipment 67.7 (143.4) (75.7)
Property 9.0 - 9.0
Corporate costs (8.9) (24.1) (33.0)
Continuing operations 67.8 (167.5) (99.7)
Discontinued operations 9.1 - 9.1
76.9 (167.5) (90.6)
Operating profit from discontinued operations represents the Building and
Consumer Products Business sold in June 2001.
4 Exceptional items
a) Operating exceptional items
26 weeks to 26 weeks to
30 March 31 March 52 weeks to
2002 2001 29 September
(Unaudited) (Unaudited) 2001
(pound)m (pound)m (pound)m
Restructuring costs 3.7 14.5 33.1
Revisions to working capital provisions
and other exceptional warranty costs - 13.7 13.7
Litigation costs - 12.3 12.2
Costs associated with the Board's
review of strategic options - - 8.5
3.7 40.5 67.5
Goodwill impairment - - 100.0
Operating exceptional items 3.7 40.5 167.5
Restructuring costs in the 26 weeks to 30 March 2002 principally represent costs
associated with the closure of excess operating capacity in our Food Retail
Equipment group and the further rationalising of administration functions and
simplifying management structures in the European businesses within the Global
Food Service Equipment group.
4 Exceptional items continued
b) Disposal of businesses
26 weeks to 26 weeks to
30 March 31 March 52 weeks to
2002 2001 29 September
(Unaudited) (Unaudited) 2001
(pound)m (pound)m (pound)m
Net cash flow from the disposal of Sammic SA 18.5 - -
Net cash flow from the disposal of Magnet/(Payment to Nobia AB) (2.1) - 98.6
Net cash flow from disposals 16.4 - 98.6
On 13 December 2001, the Group disposed of Sammic SA and its subsidiary
undertakings for consideration of (pound)20.0m realising a profit on disposal of
(pound)2.7m after writing back goodwill of (pound)10.4m previously written off
against reserves. The net cash proceeds of (pound)18.5m have been used to repay
debt.
During the period (Pounds)2.1m was paid to Nobia AB, the acquirers of the
Building and Consumer Products business in respect of the value of net assets
transferred following the sale of the business in June 2001.
c) Net interest payable and similar charges
26 weeks to 26 weeks to
30 March 31 March 52 weeks to
2002 200129 September
(Unaudited) (Unaudited) 2001
(Pounds)m (Pounds)m (Pounds)m
Deferred financing fees written off 4.2 5.8 5.8
Refinancing fees 4.2 - -
8.4 5.8 5.8
Deferred finance fees written off relate to amounts previously capitalised in
respect of the facility that was replaced by the refinancing announced on 20
February 2002.
Refinancing fees represent amounts payable to banks in relation to the
termination of our previous facilities and costs associated with the bridging
facility under the Group's new arrangements announced on 20 February 2002 (see
note 9).
5 Taxation
a) Analysis of charge in period
26 weeks to
26 weeks to 31 March 52 weeks to
30 March 200129 September
2002 (Unaudited)/ 2001
(Unaudited) (Restated) (Restated)
(Pounds)m (Pounds)m (Pounds)m
The tax charge for the current period comprised:
UK taxation at 30% - - -
Foreign taxation 1.8 2.5 8.6
1.8 2.5 8.6
Tax relief on exceptional items - - (2.0)
1.8 2.5 6.6
Deferred taxation (0.4) 1.4 4.8
1.4 3.9 11.4
b) The Group tax rate benefits from the effect of tax losses brought forward. A
current tax charge arises principally because of profits arising in overseas
countries where there are no available losses.
5 Taxation continued
c) The adoption of FRS19 "Deferred Tax" has required changes in the method of
accounting for deferred tax assets and liabilities. As a result of these
changes, the comparative periods have been restated as follows, principally in
respect of tax losses and warranty reserves.
31 March
2001 29 September
(Unaudited)/ 2001
(Restated) (Restated)
(Pounds)m (Pounds)m
Deferred tax provision as previously reported - -
Adjustment to recognise deferred tax in respect of timing differences 30.3 26.9
Deferred tax asset as restated 30.3 26.9
d) Analysis of deferred tax asset
31 March
30 March 2001 29 September
2002 (Unaudited)/ 2001
(Unaudited) (Restated) (Restated)
(Pounds)m (Pounds)m (Pounds)m
US revenue losses 13.4 14.0 12.7
Warranties 8.2 8.2 8.2
Pension and SERP related reserves 4.3 3.4 4.0
Accrued compensation related items 3.2 1.0 3.2
Other short term timing differences 6.6 12.9 6.8
35.7 39.5 34.9
Accelerated capital allowances (8.4) (9.2) (8.0)
27.3 30.3 26.9
A deferred tax asset has only been recognised in respect of those losses which
are expected to be utilised in the immediate future.
6 Equity dividends
26 weeks to 26 weeks to
30 March 31 March 52 weeks to
2002 2001 29 September
(Unaudited) (Unaudited) 2001
(Pounds)m (Pounds)m (Pounds)m
Interim and final dividend - 5.0 4.8
Pence Pence Pence
Interim and final dividend (net per ordinary share) - 2.0 2.0
7 Earnings/(loss) per share
26 weeks to 13 weeks to
26 weeks to 31 March 13 weeks to 31 March 52 weeks to
30 March 2001 30 March 2001 29 September
2002 (Unaudited)/ 2002 (Unaudited)/ 2001
(Unaudited) (Restated) (Unaudited) (Restated) (Restated)
(Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m
Basic and diluted loss attributable to shareholders (9.8) (43.2) (5.4) (42.7) (120.7)
m m m m m
Basic weighted average number of shares 307.5 307.3 307.5 307.1 307.3
Executive share options - 0.6 - 0.4 0.2
Share save options - 0.4 - 0.2 0.2
Diluted weighted average number of shares 307.5 308.3 307.5 307.7 307.7
26 weeks to
26 weeks to 31 March 13 weeks to 13 weeks to 52 weeks to
30 March 2001 30 March 31 March 29 September
2002 (Unaudited)/ 2002 2001 2001
(Unaudited) (Restated) (Unaudited) (Unaudited) (Restated)
Pence Pence Pence Pence Pence
Basic loss per share (3.2) (14.1) (1.8) (13.9) (39.3)
Effect per share of exceptional items 3.1 15.1 1.8 15.1 15.5
Effect per share of goodwill amortisation
and impairment 3.3 3.8 1.7 2.1 40.1
Adjusted basic earnings per share 3.2 4.8 1.7 3.3 16.3
Diluted loss per share (3.2) (14.1) (1.8) (13.9) (39.3)
Effect per share of exceptional items 3.1 15.1 1.8 15.1 15.5
Effect per share of goodwill amortisation
and impairment 3.3 3.8 1.7 2.1 40.1
Adjusted diluted earnings per share 3.2 4.8 1.7 3.3 16.3
On 20 February 2002, the Company announced a rights issue which was subsequently
approved by the shareholders at the Extraordinary General Meeting held on 18
March 2002. On 9 April 2002, 150,174,595 new ordinary shares were issued at 50p
per share on the basis of three new ordinary shares for every five existing
ordinary shares.
The actual cum rights price on 18 March 2002, the last day of quotation cum
rights, was 101.5p per share and the theoretical ex-rights price for an ordinary
share was 82.2p per share.
In accordance with FRS14 "Earnings per share", the earnings per share for all
reported periods have been restated to reflect the effect of the bonus element
of the rights issue.
8 Stocks
30 March 31 March
2002 2001 29 September
(Unaudited) (Unaudited) 2001
(Pounds)m (Pounds)m (Pounds)m
Raw materials and consumables 36.9 51.9 42.2
Work in progress 15.7 17.7 15.7
Finished goods 40.9 81.3 36.4
93.5 150.9 94.3
Property 10.3 9.4 11.3
103.8 160.3 105.6
9 Borrowings
a) On 20 February 2002 the Group announced new financing arrangements to replace
the existing multi-currency revolving credit agreement. This included a new
committed
senior credit facility consisting of a five year amortising $300m term
loan, a six year $70m term loan, a five year $85m revolving multi-currency
facility and a 10 year (Pounds)150m bridge facility.
On 26 March 2002 the Company received the proceeds of a (Pounds)100m senior
subordinated note issue, priced at 10 3/8%, maturing in April 2012. The net
proceeds were applied in part repayment of the bridge facility. On 9 April 2002,
the Company completed a gross (Pounds)75.1m three for five underwritten rights
issue. The net proceeds were applied in part to repay in full the balance of the
bridge facility and in part against the senior credit facility.
Since the period end, the $300m term loan has been reduced to $254.8m, by
applying $23.0m from the rights issue proceeds and $22.2m from the net proceeds
of the sale of Belshaw Bros, Inc (more fully described in note 13) against the
facility. The term loan will be reduced further by $9.8m following the disposal
of Austral (see note 13).
The Group enters into interest rate swaps and forward rate agreements (FRAs) to
change a portion of its floating rate debt into fixed rate debt and so reduce
the impact of changes in interest rates on the Group's interest charge. At 30
March 2002, the Company had interest rate swaps and FRAs outstanding with an
aggregate value of $383.0m of which $86.0m have not yet commenced. The Group has
also entered into cross-currency swaps to change the underlying currency profile
of the debt. Two contracts have been entered into to exchange an aggregate of
(Pounds)60.0m for US dollars and Euros, such that the currency profile of the
debt more closely matches the currency profile of the assets.
b) Reconciliation of net debt to Balance Sheet
30 March 31 March
2002 2001 29 September
(Unaudited) (Unaudited) 2001
(Pounds)m (Pounds)m (Pounds)m
Cash at bank 49.9 58.0 39.4
Current borrowing (10.1) (0.4) (2.4)
Exclude current portion of deferred financing costs (4.5) (0.8) (1.1)
Net cash 35.3 56.8 35.9
Long term lease obligations (0.4) (0.8) (1.2)
10 3/8% senior subordinated notes (100.0) - -
Other long term debt (304.0) (549.0) (397.7)
Exclude long term portion of deferred finance (11.4) (0.8) (2.9)
Net debt at end of period (380.5) (493.8) (365.9)
10 Equity shareholders' funds
a) Following the implementation of FRS19 "Deferred tax" (note 5), equity
shareholders' funds at 29 September 2001 have been restated as follows:
29 September
2001
(Restated)
(Pounds)m
Equity shareholders' funds as previously reported 87.2
Cumulative effect on profit and loss account reserve
of implementing FRS19 "Deferred tax" 26.9
Equity shareholders' funds as restated 114.1
b) Reconciliation of equity shareholders' funds
Share Share Profit and
capital premium loss Total
(Pounds)m (Pounds)m (Pounds)m (Pounds)m
At 29 September 2001 (restated) 125.1 239.0 (250.0) 114.1
Loss for the period - - (9.8) (9.8)
Share issue costs - (4.8) - (4.8)
Goodwill written back on disposals previously written off - - 10.4 10.4
Currency realignment - - 1.6 1.6
At 30 March 2002 125.1 234.2 (247.8) 111.5
The costs associated with the rights issue (see note 7) have been charged to the
share premium account. The shares were issued and the proceeds of (Pounds)75.1m
were received on 9 April 2002.
11 Foreign currency translation
The results of subsidiary companies reporting in currencies other than Pounds
Sterling have been translated at the average rate prevailing for each month for
the 26 weeks to 30 March 2002, the weighted average exchange rate for sales and
profit being (Pounds)1=$1.44. Results to 31 March 2001 were translated at the
rate of (Pounds)1=$1.46 and full year results
to 29 September 2001 at (Pounds)1=$1.44. Results for the 13 week period to 30
March 2002 were translated at the rate of (Pounds)1=$1.42 and for the 13 weeks
to 31 March 2001 at (Pounds)1=$1.47. The closing rate for the US Dollar at 30
March 2002 and 31 March 2001 was (Pounds)1=$1.42 and at 29 September 2001 was
(Pounds)1=$1.47.
12 Results for 2001
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 52 weeks to 29
September 2001 have been extracted from the 2001 Annual Report but do not
comprise statutory accounts for that period. The audited financial statements
have been delivered to the Registrar of Companies. 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 52 weeks to 29 September 2001 have been restated to reflect the
introduction of FRS19 "Deferred tax". The figures for the 26 week periods to 30
March 2002 and 31 March 2001 have been extracted from underlying accounting
records and have been reviewed but not audited.
13 Events occurring after the end of the financial period
On 20 February 2002, the Company announced a rights issue which was subsequently
approved by the shareholders at the Extraordinary General Meeting held on 18
March 2002. On 9 April 2002, 150,174,595 new ordinary shares were issued at 50p
per share on the basis of three new ordinary shares for every five existing
ordinary shares.
On 24 April 2002 the Group sold Belshaw Bros, Inc ("Belshaw") for a cash
consideration of (Pounds)16.7m ($24.2m) payable in full upon completion. The
cash consideration, net of expenses, has been used to reduce debt.
On 21 May 2002 the Group sold Austral Refrigeration Pty Limited ("Austral") for
a net cash consideration of (Pounds)7.5m payable in full on completion. The
consideration, less expenses, will be used to reduce debt.
14 US GAAP reconciliation
26 weeks to 26 weeks to 52 weeks to
30 March 31 March 29 September
2002 2001 2001
(Unaudited) (Unaudited) (Restated)
(Pounds)m (Pounds)m (Pounds)m
Net profit/(loss)
Net loss under UK GAAP (9.8) (43.2) (120.7)
Items increasing/(decreasing) UK GAAP operating profit
- Goodwill amortisation (7.4) (8.4) (16.6)
- Goodwill impairment - - 9.8
- Pension costs 0.6 3.0 5.9
- Sale/leaseback transactions - (0.7) (1.3)
- Restructuring charges (0.4) - 0.4
- Other 0.6 (0.7) (0.1)
Items increasing/(decreasing) UK GAAP non-operating profit
- Deferred taxation (3.4) 3.7 8.1
- Gain on sale of businesses 3.5 - 0.8
Net income in accordance with US GAAP (16.3) (46.3) (113.7)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ENODIS PLC
June 12, 2002 By: /s/ W. David Wrench
------------------------------------
Name: W. David Wrench
Title: Chief Financial Officer