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

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