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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