<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF NOVEMBER, 2000
ENODIS PLC
Washington House, 40-41 Conduit Street
London W1S 2BF, 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:
--- ---
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
---- ----
<PAGE>
On November 21, 2000, the Registrant distributed the following press
release.
FOR IMMEDIATE RELEASE
Contact: Andrew Allner
Enodis plc
011-44-207-312-2500
- or -
Jim Prout
Taylor Rafferty
212-889-4350
ENODIS REPORTS STRONG GROWTH HAVING TRANSFORMED INTO THE WORLD'S
LEADING FOOD EQUIPMENT SOLUTIONS PROVIDER
London -- November 21, 2000 -- Enodis plc (NYSE: ENO), the world's leading food
equipment solutions provider, announced preliminary results for the 52 weeks
ended September 30, 2000.
o Financial Highlights
o Sales up 56% to(pound)1,180 million ($1,746.4 million)*
o Profit before tax, goodwill amortization, and operating
exceptional items up 40% to(pound)105.2 million
($155.7 million)
o Underlying operating profit growth in:
- Food equipment up 8%
- Building and consumer products up 13%
o Adjusted diluted earnings per share up 18% to 35.0p
o Free cash flow before dividends up 80% to(pound)89.5 million
($132.5 million)
o Dividend up 10% to 13.75p
o Successful completion of Scotsman integration
o Cross selling activities accelerating
o European Technology Center to be built in the UK
o New world-wide customer focused organization in place
Peter Brooks, Chairman, said:
"These results show another year of major progress both in earnings growth and
cash flow. Strategically, we have further strengthened the Group's position as
the world leader in Food Equipment as we progress from leading manufacturer to
solutions provider under the Enodis unifying brand name. While the short term
outlook in North America is for slow growth, we are confident that the strategic
actions we have taken and are pursuing will create significant value for
shareholders."
David Williams, CEO, said:
"The year reflects the hard work of all 'old' and 'new' employees putting
together this exciting and developing business. The results reflect their
expertise and endeavors in supporting our customers."
*Dollar conversions are provided at reader's convenience only at the September
29, 2000 closing exchange rate of (pound)1=$1.48.
<PAGE>
FINANCIAL OVERVIEW
INTRODUCTION
The Group's results for the 52 weeks ended September 30, 2000 show major
improvements in all-important indicators. The financial performance reflects the
first full year contribution from the acquisition of Scotsman, which
approximately doubled the size of the Food Equipment business, together with
strong operating profit growth from existing businesses. The results continue to
demonstrate the strong operating cash flow generation of the Group's activities,
and the balance sheet has been transformed by the conversion of the CULS and
corresponding strengthening of the Group's capital structure.
PROFIT AND LOSS ACCOUNT
Group turnover increased 56% to (pound)1,180 million ($1,746.4 million). This
increase comprised 50% relating to the acquisition of Scotsman, 2% to foreign
exchange rate movement and 4% to underlying organic growth.
Profit before interest, tax, goodwill amortization and prior year operating
exceptional items increased by 61% to (pound)142.7 million ($211.2 million).
This increase comprised 38% relating to the acquisition of Scotsman, 4% to
foreign exchange rate movements and 19% to underlying organic growth.
Profit before tax, prior year operating exceptional items and goodwill
amortization rose 40% to (pound)105.2 million ($155.7 million).
Profit before tax up 26% to (pound)83.8 million ($124.0 million).
Changes in the geographic spread of profits led to an increase of (pound)8.3
million in the tax charge to (pound)14.2 million although the effective rate
before goodwill amortization of 13.5% reflects the continued benefit of tax
losses in the US and UK.
Adjusted diluted earnings per share were 35.0p up 18%.
FINANCING
Management continues to exercise tight control over working capital. Operating
cash flow increased 92% to (pound)137.2 million ($203.1 million). This was after
capital expenditure of (pound)32.1 million.
Free cash flow, before dividends but after payment of interest and tax,
increased by 80% to (pound)89.5 million ($132.5 million). As a result of foreign
exchange differences on translation of predominantly dollar denominated hedging
loans ((pound)42.3 million) and acquisition related expenditure of (pound)48.2
million, we ended the year with reduced net debt of (pound)434.2 million,
compared to (pound)498.7 million (including Convertible Unsecured Loan Stock -
"CULS") at the beginning of the period.
The interest charge for the year was covered 3.8 times (1999: 6.2 times) by
profit before interest, tax and goodwill amortization due to the increased level
of debt to fund the Scotsman acquisition. During the period substantially all
the remaining (pound)94.4 million of CULS were converted into ordinary shares
strengthening the balance sheet and giving additional financial flexibility to
take advantage of growth opportunities.
<PAGE>
DIVIDEND
The Board recommends a final dividend of 9.35 p (net) per ordinary share (1999:
8.5p net) which together with the interim dividend provides a 10% increase for
the year. Subject to shareholder approval, the final dividend will be paid on
January 31, 2001 to shareholders on the register as at January 19, 2001.
This increase reflects the Board's confidence in the Group's strategy and
underlying growth prospects.
US LISTING
On July 12, 2000, Enodis successfully listed on the New York Stock Exchange
under the ticker Symbol ENO. The listing raises the group's visibility in the
USA and enables us to promote share ownership in the group to investors who are
unable or unwilling to purchase shares directly in the UK. We are launching a
company stockholding plan to enable our North American employees to benefit from
the development of the Company.
The US listing requires us to prepare financial statements under US GAAP. The
principal differences relate to the treatment of goodwill, pension costs and
deferred tax. Pre tax income under US GAAP is (pound)66.5 million ($98.4
million) (1999: (pound)56.5 million); net income after tax under US GAAP is
(pound)25.3 million ($37.4 million) (1999: (pound)27.3 million).
FOOD EQUIPMENT
The Food Equipment division offers the broadest range of products in the
industry comprising, in North America and Europe, the cooking, warming and food
preparation equipment businesses and, principally through the Scotsman
companies, commercial refrigeration products including ice machines, beverage
systems, display cabinets and storage units. This range of products is supplied
world-wide to quick serve and full service restaurants, hotels, institutional
customers, supermarkets, convenience stores and drinks manufacturers.
The world market for Food Equipment is now estimated to be worth some US$25
billion and has grown historically at around 2% to 3% per annum. Trends
currently indicate a slight slowing from this rate particularly in North
American retail and global beverage markets where there has been some slow down
in major customers' capital expenditure programs. Overall, the Service Equipment
market maintains its steady growth trend.
Our strategy is to move towards being a solutions provider supplying a broad
product offering to our customers. In addition we are building a new European
Technology Center to develop system solutions for leading customers in the
region. This will mirror the very successful North American technology center in
Tampa, Florida, which has been at the forefront of our new product development
programs and develops integrated customer solutions. In addition we have created
a new organization structure focused on four customer segments; chain
restaurants, food retail, dealer/specifiers and beverage & ice. In future we
will reflect this structure in our financial reporting. However, in order to
facilitate comparisons following the major Scotsman acquisition, we summarize
the performance of the two businesses separately below.
WELBILT
Turnover of Welbilt increased 7% to (pound)457.5 million ($677.1 million). Like
for like growth (which excludes the effects of exchange rate movement,
acquisitions and adjusting for the effect of there being 53 weeks in 1999) was
3%.
<PAGE>
Operating profit increased 10% to (pound)61.7 million ($91.3 million) (5% like
for like) reflecting top line growth and operating efficiency savings. Operating
margins increased from 13.1% to 13.4%, continuing previous improvements in this
area.
We estimate that the US market grew by 1-2 % during the period under review but
that the market in the rest of the world grew more robustly driven by recovery
in Asia (leading to increased sales from the US) and a stronger European
economy. This growth has been achieved in the absence of significant rollouts by
any major Quick Serve Restaurant (QSR) chain in the US.
Because of our spread of operations in Europe and the rest of the world, we are
less dependent solely on the North American market.
SCOTSMAN
Acquired in August 1999, Scotsman's extensive range of commercial refrigeration
products complements the cooking and warming offering of Welbilt extremely well.
Prior to acquisition, the business had reported disappointing results with
declining trends in both sales and profit. Our priority was to stabilize the
situation while moving quickly to improve profitability and to pursue revenue
growth opportunities through a combined approach with Welbilt to key accounts.
On a like for like basis, sales for the year decreased 3% to (pound)427.0
million ($632 million) compared to the prior year; however, underlying operating
profit increased 13% to (pound)44.5 million ($65.9 million), with margins
improving 1.5% to 10.4%.
As discussed at the time of the acquisition, the supermarket refrigeration
display segment, particularly in Australia, has seen a marked slow down.
Furthermore, the US retail operations were impacted by a store closure program
at a major account in the second half of the year. Year on year comparisons are
adversely impacted by a one-time industry refurbishment program in the prior
year.
The beverage business was sluggish as the result of the continued reduced
capital spending by some major carbonated soft drinks companies. In the UK,
uncertainty caused by merger activities in the brewing industry delayed orders.
While these factors restrained our ability to grow revenue, we gained market
share in our world leading icemachine business and improved performance at our
reach-in-chiller business.
Against this backdrop, we maintained tight control on operating expenditure. We
successfully closed four Scotsman factories and the corporate office and
announced the closure of a further two facilities in the second half. In
addition, exploitation of the combined purchasing power of the enlarged Enodis
Food Equipment groups has led to combined savings in ongoing operating costs of
(pound)10 million per annum.
ACQUISITIONS
We have successfully completed three in-fill acquisitions to further broaden our
product offering to our customers.
In June we acquired Merrychef for (pound)16.9 million. This enhances our product
capacity by bringing in new microwave technology, which we intend to apply both
within Europe and the US.
In January we acquired the 67% of Total Cellar Systems we did not already own
for (pound)2.8 million. A drinks dispense service business, TCS allows us to
provide a full package of services to our key UK beverage customers.
<PAGE>
After the period end, we acquired Jackson in the USA for $35 million. This is a
dishwashing machine manufacturer, which enhances our ability to provide a full
equipment offering to our kitchen customers.
BUILDING AND CONSUMER PRODUCTS
Magnet manufactures and sells kitchen and bedroom furniture, timber and PVCu
joinery to both retail and trade customers principally in the United Kingdom. It
also distributes bathroom products, mainly under the CP Hart brand.
The general market background for Magnet products has been fairly favorable in
the year but began to display signs of slow down in the second half as shown by
the key drivers of volume housing transactions and new housing starts. The lead
indicator of housing transactions showed an increase of 6.8% in the year with a
weakening in the last quarter. New housing starts were substantially flat during
the year.
Magnet's total sales increased by 4% to (pound)276 million ($408.5 million) and
operating profit grew by 10% (13% on a like for like basis) to (pound)25.3
million ($37.4 million). This resulted in an operating margin of 9.2%, an
increase of 0.6 percentage points compared with the prior year and achieving the
target set in our 1997 Magnet recovery plan.
We estimate that the kitchen, bedroom and bathroom market grew by 3% during the
12 months to September 2000. Magnet continued to outperform the market as sales
increased by 11.5% over the prior year. Average order values maintained their
upward trend with an improvement of 9.7%. Sales reflected the boost in consumer
confidence around the millennium. In addition our strategy to provide higher
quality products with high design content and accessorisation to customers has
been successful.
In the joinery segment market conditions remain competitive with oversupply in
both manufacturing and merchant channels and increased penetration of product
from low cost overseas suppliers. Despite this we were able to decrease the rate
of decline in sales to 3.5% from 8%. We withdrew from the non-profit making
Direct Selling PVCu joinery business and as a result sales declined by 6.5% in
the second half.
In summary, we have positioned Magnet such that it continues to grow both sales
and profitability. Many growth opportunities still remain, which together with
the ongoing efficiency gains and cost reductions across the entire business
should lead to further profit increases.
PROPERTY
The results for the period include sales and profits of (pound)19.9 million and
(pound)11.3 million respectively from the ongoing wind down of our property
trading division. During the year we recorded the sale for (pound)12.7 million
of the first tranche of land at Felsted, Essex. As previously indicated we
continue to seek ways to maximize the value of the remaining land at this site
to ensure further contributions over the next few years. Essentially all other
material development property assets have now been sold.
FOOD EQUIPMENT TRANSFORMATION
The year has seen continuous progress in the creation of the world-leading,
customer focused, engineered solutions business. The Strategic Review conducted
at the end of last year and finalized in the first months of 2000 further
developed the concepts of a customer focused organization structure.
Last year we began to evolve our North American operating units into a customer
focused rather than a product focused organization. We have deepened our
understanding of our customers and developed a global structure which puts all
our assets and resources together to provide products and solutions for our
targeted customer groups.
<PAGE>
We have created profit responsible groups, who are driven to meet customer needs
in; chain restaurants, retail outlets, dealer/specifier customers, beverage/ice
outlets. This will be the basis of our performance reporting going forward.
Importantly we have also configured our manufacturing operations into groups
where technology, component manufacture and customer fulfillment processes are
common and can therefore transfer best practice, rationalize capacity and
optimize investment. All these initiatives are being underpinned by investment
in our information technology and systems.
The performance and motivation of our people are critical in achieving the
stretching targets we have set for the Group and we have introduced common goals
for our senior managers focused on the performance of the Group. This, combined
with an extensive internal communication program, will encourage the development
of the drive and momentum required to grow the business. In addition we have
brought in new management into the business to complement existing skills in our
retail and beverage groups.
The announcement of the construction of a new technical development center in
the UK to support system designs for our European customers, together with new
manufacturing facilities for our growing German and UK businesses will underpin
our drive for organic growth.
Further consolidation will occur in our industry and we are positioning the
business to take advantage of this in the year to come. Product range in-filling
and enhanced market positions in Europe and Asia remain our prime objectives.
BOARD CHANGES
Since we published our interim accounts, the Board has been strengthened by the
appointments of Robert Briggs as a non-executive director on August 15, 2000 and
Andrew Allner as Chief Financial Officer on October 30, 2000. Robert Briggs
brings with him considerable experience of the food Director of several leading
UK public companies.
Penny Hughes has indicated that she wishes to retire from the Board at the
conclusion of the Annual General Meeting on January 17, 2001. She has been a
director since March 1996 and we will miss her contributions to the Board's
deliberations.
OUTLOOK
The results for the period show continued major progress for the Group. Market
conditions in the second half were not as favorable as in the first half and
current conditions indicate a slowing down particularly in North American retail
and global beverage markets. Nevertheless as we continue to focus on the
strategic initiatives of new product development, new market development and
ongoing cost improvements we believe our businesses are well positioned to grow
market share and deliver further growth. With the integration of our Food
Equipment business under its new customer focused organization we will continue
to enhance shareholder value from our strategy of being the most efficient
producer having the broadest product offer and being the solution provider of
choice.
P M Brooks
November 21, 2000
Copies of this announcement are available upon request to the Secretary, Enodis
plc, Washington House, 40/41 Conduit Street, London W1S 2BF. The announcement
can also be accessed from the Company's website at WWW.ENODIS.COM.
<PAGE>
Enodis is the global leader in commercial food equipment and food equipment
solutions. Through its principal businesses, Enodis has a wide product offering
and the global reach to provide solutions to its increasingly international
customers. Enodis' ordinary shares trade on the London Stock Exchange and its
ADRs, each equal to four ordinary shares, trade on the New York Stock Exchange
under the symbol ENO. Additional information on Enodis can be accessed on the
Company's home page: HTTP://WWW.ENODIS.COM.
THIS PRESS RELEASE CONTAINS "FORWARD-LOOKING STATEMENTS" THAT REPRESENT OUR
EXPECTATIONS OR BELIEFS REGARDING FUTURE EVENTS, BASED ON CURRENTLY AVAILABLE
INFORMATION, INCLUDING STATEMENTS CONCERNING OUR ANTICIPATED GROWTH, PERFORMANCE
AND PLANS. THESE STATEMENTS BY THEIR NATURE INVOLVE SUBSTANTIAL 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. FACTORS THAT COULD CAUSE OUR RESULTS TO DIFFER
MATERIALLY FROM OUR EXPECTATIONS INCLUDE: RESTRICTIONS AND COVENANTS IN OUR LOAN
AGREEMENTS; LIMITATIONS ON OUR ABILITY TO MAKE FURTHER ACQUISITIONS;
SUSCEPTIBILITY TO REGIONAL ECONOMIC DOWNTURNS; CURRENCY FLUCTUATIONS AND OTHER
RISKS RELATED TO OUR U.K., U.S. AND FOREIGN OPERATIONS; AND KEEN COMPETITION IN
OUR FRAGMENTED AND CONSOLIDATING INDUSTRY, ALL MORE FULLY DESCRIBED UNDER "RISK
FACTORS" IN OUR REGISTRATION STATEMENT ON FORM 20-F FILED WITH THE SEC.
<PAGE>
GROUP PROFIT AND LOSS ACCOUNT
<TABLE>
<CAPTION>
52 WEEKS TO 53 weeks to
SEPTEMBER 30, October 2,
2000 1999
Notes (Pound)m (pound)m
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
TURNOVER 1
Principal businesses 1,160.2 755.3
Property 19.9 1.0
----------------------------------------------------------------------------------------------------------------------------
Continuing operations 1,180.1 756.3
Operating costs (1,061.8) (680.4)
----------------------------------------------------------------------------------------------------------------------------
OPERATING PROFIT 1
Principal businesses before goodwill amortization 131.4 78.4
Amortization of goodwill (21.4) (2.7)
-------------------------------------------
Principal businesses after goodwill amortization 110.0 75.7
Property 8.3 0.2
----------------------------------------------------------------------------------------------------------------------------
Continuing operations 118.3 75.9
Profit on disposal of property fixed assets 3.0 4.1
----------------------------------------------------------------------------------------------------------------------------
PROFIT ON ORDINARY ACTIVITIES BEFORE INTEREST AND
TAXATION 121.3 80.0
Net interest payable and similar charges (37.5) (13.3)
----------------------------------------------------------------------------------------------------------------------------
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 83.8 66.7
----------------------------------------------------------------------------------------------------------------------------
PROFIT BEFORE TAXATION, GOODWILL AMORTIZATION AND
OPERATING EXCEPTIONAL ITEMS 105.2 75.4
----------------------------------------------------------------------------------------------------------------------------
Tax on profit on ordinary activities 2 (14.2) (5.9)
----------------------------------------------------------------------------------------------------------------------------
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION 69.6 60.8
Equity minority interests (0.3) --
----------------------------------------------------------------------------------------------------------------------------
PROFIT FOR THE PERIOD 69.3 60.8
Equity dividends 3 (33.9) (24.1)
----------------------------------------------------------------------------------------------------------------------------
TRANSFER TO RESERVES 35.4 36.7
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
52 WEEKS TO 53 weeks to
SEPTEMBER 30, October 2,
2000 1999
Notes PENCE Pence
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Earnings per share
Basic 4 29.6 38.7
Adjusted basic 37.4 41.6
Diluted 27.7 27.7
Adjusted diluted 35.0 29.6
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Statement of total recognized gains and losses
----------------------------------------------
<TABLE>
<CAPTION>
52 WEEKS TO 53 weeks to
SEPTEMBER 30, October 2,
2000 1999
(Pound)m (pound)m
<S> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------------
Profit for the period 69.3 60.8
Currency translation differences on foreign currency
net investments 1.3 1.1
----------------------------------------------------------------------------------------------------------------------------
Total recognized gains and losses in the period 70.6 61.9
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
GROUP BALANCE SHEET
<TABLE>
<CAPTION>
GROUP Group
SEPTEMBER 30, October 2,
2000 1999
Notes (Pound)m (pound)m
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
FIXED ASSETS
------------
Intangible assets: goodwill 412.7 371.0
Tangible assets 171.8 158.7
Investments 7.2 7.6
----------------------------------------------------------------------------------------------------------------------------
591.7 537.3
----------------------------------------------------------------------------------------------------------------------------
CURRENT ASSETS
--------------
Stocks 153.1 146.3
Debtors 221.1 210.8
Cash at bank and in hand 28.5 26.7
----------------------------------------------------------------------------------------------------------------------------
402.7 383.8
----------------------------------------------------------------------------------------------------------------------------
CREDITORS FALLING DUE WITHIN ONE YEAR
-------------------------------------
Borrowings (90.4) (78.2)
Other creditors (276.9) (280.0)
(367.3) (358.2)
----------------------------------------------------------------------------------------------------------------------------
NET CURRENT ASSETS/(LIABILITIES) 35.4 25.6
----------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS LESS CURRENT LIABILITIES 1 627.1 562.9
-------------------------------------
----------------------------------------------------------------------------------------------------------------------------
FINANCED BY:
CREDITORS FALLING DUE AFTER MORE THAN ONE YEAR
Convertible debt -- 94.4
Other creditors 366.6 344.6
----------------------------------------------------------------------------------------------------------------------------
366.6 439.0
----------------------------------------------------------------------------------------------------------------------------
PROVISIONS FOR LIABILITIES AND CHARGES 45.6 38.0
--------------------------------------
----------------------------------------------------------------------------------------------------------------------------
412.2 477.0
----------------------------------------------------------------------------------------------------------------------------
CAPITAL AND RESERVES
--------------------
Called up share capital 125.0 105.8
Share premium account 238.9 165.9
Profit and loss account (150.1) (186.8)
----------------------------------------------------------------------------------------------------------------------------
EQUITY SHAREHOLDERS' FUNDS 213.8 84.9
--------------------------
----------------------------------------------------------------------------------------------------------------------------
Equity minority interests 1.1 1.0
----------------------------------------------------------------------------------------------------------------------------
627.1 562.9
</TABLE>
<PAGE>
GROUP CASH FLOW STATEMENT
<TABLE>
<CAPTION>
52 WEEKS TO 53 weeks to
SEPTEMBER 30 October 2
2000 1999
Notes (Pound)m (pound)m
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET CASH INFLOW FROM OPERATING ACTIVITIES a 160.5 88.3
----------------------------------------------------------------------------------------------------------------------------
RETURN ON INVESTMENTS AND SERVICING OF FINANCE
----------------------------------------------
Interest paid (37.5) (13.4)
----------------------------------------------------------------------------------------------------------------------------
TAXATION
--------
Overseas and UK tax paid (10.2) (8.3)
----------------------------------------------------------------------------------------------------------------------------
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
--------------------------------------------
Payments to acquire tangible fixed assets (32.1) (32.5)
Receipts from sale of tangible fixed assets 8.2 16.2
Proceeds from sale of /(payments to acquire) fixed asset 0.6 (0.6)
investments
----------------------------------------------------------------------------------------------------------------------------
(23.3) (16.9)
----------------------------------------------------------------------------------------------------------------------------
ACQUISITIONS AND DISPOSALS
--------------------------
Purchase of subsidiary undertakings and minority (47.8) (240.2)
interests
Net debt acquired with subsidiary undertakings -- 9.5
Investment in joint venture (0.4) (2.3)
----------------------------------------------------------------------------------------------------------------------------
(48.2) (233.0)
----------------------------------------------------------------------------------------------------------------------------
EQUITY DIVIDENDS PAID (28.6) (15.7)
----------------------------------------------------------------------------------------------------------------------------
CASH INFLOW/(OUTFLOW) BEFORE USE OF LIQUID RESOURCES 12.7 (199.0)
----------------------------------------------------
AND FINANCING
-------------
----------------------------------------------------------------------------------------------------------------------------
MANAGEMENT OF LIQUID RESOURCES*
------------------------------
CASH TRANSFERRED FROM TERM DEPOSITS d 1.0 25.2
-----------------------------------
----------------------------------------------------------------------------------------------------------------------------
FINANCING
---------
ISSUE OF SHARES 0.6 2.7
---------------
REDEMPTION OF CULS (1.1) --
------------------
ADDITIONAL NET BORROWINGS 0.6 15.8
-------------------------
(REPAYMENT OF)/INCREASE IN TERM LOAN (32.4) 373.8
------------------------------------
DEFERRED FINANCING COSTS -- (6.5)
------------------------
NET INCREASE/(DECREASE) IN OTHER LOANS 19.2 (201.7)
--------------------------------------
Capital element of finance lease repayments (0.7) (0.7)
----------------------------------------------------------------------------------------------------------------------------
(13.8) 183.4
----------------------------------------------------------------------------------------------------------------------------
(DECREASE)/INCREASE IN CASH IN THE PERIOD (0.1) 9.6
-----------------------------------------
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Enodis Group includes as liquid resources term deposits with maturity less than
90 days.
<PAGE>
NOTES TO GROUP CASH FLOW STATEMENT
<TABLE>
<CAPTION>
52 WEEKS TO 53 weeks to
SEPTEMBER 30, October 2,
2000 1999
A) RECONCILIATION OF OPERATING PROFIT
TO NET CASH INFLOW FROM OPERATING ACTIVITIES (Pound)m (pound)m
<S> <C> <C>
----------------------------------------------------------------------------------------------------------------------------
Operating profit 118.3 75.9
Scotsman restructuring costs -- 6.0
Depreciation 23.8 18.8
Amortization of goodwill 21.4 2.7
Gain on sale of fixed assets (0.3) (0.3)
Provisions (net) (4.6) (0.5)
(Increase)/decrease in stock (0.5) 1.1
Decrease/(increase) in debtors 6.0 (2.8)
Decrease in creditors (3.6) (12.6)
----------------------------------------------------------------------------------------------------------------------------
NET CASH INFLOW FROM OPERATING ACTIVITIES 160.5 88.3
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
52 WEEKS TO 53 weeks to
SEPTEMBER 30, October 2,
2000 1999
B) RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT (pound)M (pound)m
<S> <C> <C>
----------------------------------------------------------------------------------------------------------------------------
(Decrease)/increase in net cash in the period (0.1) 9.6
Cash inflow from decrease in liquid resources -- (25.2)
Loans and finance leases acquired with subsidiary undertakings (0.8) (228.2)
Cash outflow from capital element of finance lease payments 0.7 0.7
(Increase in)/repayment of other loans (19.2) 201.7
Repayment/(additional borrowings) 31.8 (389.6)
Conversion of convertible unsecured loan stock ("CULS") to 93.3 136.0
ordinary shares
Cash redemption of CULS 1.1 --
Translation difference (42.3) 16.2
----------------------------------------------------------------------------------------------------------------------------
Movement in net debt 64.5 (278.8)
Net debt at start of period (498.7) (219.9)
----------------------------------------------------------------------------------------------------------------------------
NET DEBT AT END OF PERIOD (434.2) (498.7)
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEPTEMBER 30, October 2,
2000 1999
C) RECONCILIATION OF NET DEBT TO BALANCE SHEET (Pound)m (pound)m
<S> <C> <C>
----------------------------------------------------------------------------------------------------------------------------
Cash at bank and in hand 28.5 26.7
Current borrowing (90.4) (78.2)
Exclude current portion of deferred financing costs (1.2) (1.4)
----------------------------------------------------------------------------------------------------------------------------
Current net debt (63.1) (52.9)
Long-term lease obligations (0.5) (0.7)
Long-term debt (370.6) (350.7)
CULS -- (94.4)
----------------------------------------------------------------------------------------------------------------------------
NET DEBT AT END OF PERIOD (434.2) (498.7)
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
D) ANALYSIS OF MOVEMENT IN NET DEBT
Acquisitions Translation
(excluding adjustments
Cash cash and (pound)m
1999 flow CULS Reclassifications overdrafts) 2000
(pound)m (pound)m (pound)m (pound)m (pound)m (pound)m
<S> <C> <C> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------------
Cash 25.7 (0.1) -- 1.0 -- 1.9 28.5
Liquid resources 1.0 -- -- (1.0) -- -- --
Borrowings
due within one (79.6) 31.8 -- (41.5) (0.6) (2.2) (92.1)
year
CULS (94.4) 1.1 93.3 -- -- -- --
Term loan (332.2) -- -- 84.6 -- (39.7) (287.3)
Other long-term (19.2) (18.5) -- (43.1) (0.2) (2.3) (83.3)
debt
----------------------------------------------------------------------------------------------------------------------------
NET (DEBT)/FUNDS (498.7) 14.3 93.3 -- (0.8) (42.3) (434.2)
----------------
</TABLE>
<PAGE>
NOTES TO THE ACCOUNTS
1. ANALYSES OF TURNOVER, OPERATING PROFIT AND TOTAL ASSETS LESS
CURRENT LIABILITIES
<TABLE>
<CAPTION>
52 weeks to 53 weeks to
September 30, October 2,
2000 1999
(pound)m (pound)m
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
A) TURNOVER
Food equipment 876.8 489.7
Food equipment acquisitions 7.7 --
Building and consumer products 275.7 265.6
Property 19.9 1.0
----------------------------------------------------------------------------------------------------------------------------
Continuing operations 1,180.1 756.3
----------------------------------------------------------------------------------------------------------------------------
52 weeks to 53 weeks to
September 30, October 2,
2000 1999
(pound)m (pound)m
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
B) OPERATING PROFIT
Food equipment 105.5 61.5
Food equipment acquisitions 0.6 --
Food equipment goodwill amortization (21.4) (2.7)
Scotsman restructuring costs (exceptional item) -- (6.0)
Building and consumer products 25.3 22.9
Property 8.3 0.2
----------------------------------------------------------------------------------------------------------------------------
Continuing operations 118.3 75.9
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
September 30, October 2,
2000 1999
(pound)m (pound)m
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
C) TOTAL ASSETS LESS CURRENT LIABILITIES
Food equipment 617.6 547.3
Building and consumer products 81.3 73.2
Property 9.1 13.7
Investments 4.8 5.0
Discontinued operations 0.1 (1.0)
----------------------------------------------------------------------------------------------------------------------------
712.9 638.2
Corporate (22.7) (22.4)
Net debt (63.1) (52.9)
----------------------------------------------
627.1 562.9
========================= ====================
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
2. TAX ON PROFIT ON ORDINARY ACTIVITIES
------------------------------------
<TABLE>
<CAPTION>
52 WEEKS TO 53 weeks to
SEPTEMBER 30, October 2,
2000 1999
(Pound)m (pound)m
<S> <C> <C>
----------------------------------------------------------------------------------------------------------------------------
The tax charge for the period comprised:
UK taxation at 30% (1999: 30.5%)
- current year 0.7 --
Foreign taxation:
- current year 13.5 5.9
----------------------------------------------------------------------------------------------------------------------------
14.2 5.9
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
3. EQUITY DIVIDENDS
----------------
<TABLE>
<CAPTION>
52 WEEKS TO 53 weeks to
SEPTEMBER 30, October 2,
2000 1999
(Pound)m (pound)m
<S> <C> <C>
----------------------------------------------------------------------------------------------------------------------------
4.4p net per ordinary share interim paid (1999: 4.0p net) 10.8 6.1
9.35p net per ordinary share final proposed (1999:8.5p 23.1 18.0
net)
----------------------------------------------------------------------------------------------------------------------------
33.9 24.1
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
4. EARNINGS PER SHARE
------------------
<TABLE>
<CAPTION>
52 WEEKS TO 53 WEEKS TO
30 SEPTEMBER 2 OCTOBER
2000 1999
(Pound)m (POuNd)m
<S> <C> <C>
----------------------------------------------------------------------------------------------------------------------------
Basic earnings (profit on ordinary activities after taxation and
minority interests) 69.3 60.8
CULS finance costs 0.1 8.4
----------------------------------------------------------------------------------------------------------------------------
Diluted earnings 69.4 69.2
----------------------------------------------------------------------------------------------------------------------------
M m
----------------------------------------------------------------------------------------------------------------------------
Basic weighted average number of shares 234.0 157.1
Dilution effect of:
- employee share options 1.5 2.1
- share save options 0.9 0.8
- CULS 14.3 89.4
----------------------------------------------------------------------------------------------------------------------------
Diluted weighted average number of shares 250.7 249.4
----------------------------------------------------------------------------------------------------------------------------
PENCE pence
----------------------------------------------------------------------------------------------------------------------------
Basic earnings per share 29.6 38.7
Basic earnings per share on Scotsman restructing costs -- 3.8
Basic earnings per share on goodwill amortization 9.1 1.7
Basic earnings per share on disposal of property fixed assets (1.3) (2.6)
----------------------------------------------------------------------------------------------------------------------------
Adjusted basic earnings per share 37.4 41.6
----------------------------------------------------------------------------------------------------------------------------
Diluted earnings per share 27.7 27.7
Diluted earnings per share on Scotsman restructuring costs -- 2.4
Diluted earnings per share on goodwill amortization 8.5 1.1
Diluted earnings per share on disposal of property fixed assets (1.2) (1.6)
----------------------------------------------------------------------------------------------------------------------------
Adjusted diluted earnings per share 35.0 29.6
----------------------------------------------------------------------------------------------------------------------------
Adjusted earnings per share before Scotsman restructuring costs, goodwill amortization and profit on disposal of
property fixed assets of (pound)3.0 million (1999 (pound)4.1 million) are disclosed to reflect the underlying
performance OF tHe Group.
</TABLE>
<PAGE>
5. BASIS OF PREPARATION
--------------------
The financial information set out above does not constitute the Company's
statutory accounts for the 52 weeks ended September 30, 2000 or the 53 weeks
ended October 2, 1999. The financial information for the 53 weeks ended October
2, 1999 is derived from the statutory accounts for that year which have been
delivered to the Registrar of Companies. The auditors reported on those
accounts; their report was unqualified and did not contain a statement under
section 237(2) or (3) of the Companies Act 1985. The statutory accounts for the
52 weeks ended September 30, 2000 will be finalized on the basis of the
financial information presented by the directors in the preliminary announcement
and will be delivered to the Registrar of Companies following the Company's
Annual General Meeting.
The financial information set out above has been prepared on the basis of the
accounting policies set out in the Group's annual financial statements for the
period ended October 2, 1999.
# # #
<PAGE>
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
November 21, 2000 By: /s/ Andrew J. Allner
------------------------
Name: Andrew J. Allner
Title: Chief Financial Officer
