Enodis plc: Preliminary Results for the 52 Weeks Ended 28 September 2002; Repositioned for the Future.Business Editors LONDON--(BUSINESS WIRE)--Nov. 20, 2002 Enodis Enodis plc is a British company headquartered in Central London which manufactures foodmaking equipment. It is listed on the London Stock Exchange and is a constituent of the FTSE 250 Index. plc(NYSE NYSE See: New York Stock Exchange :ENO):
Group Financial Highlights
(pound)m (except eps) FY02 FY01 Change Change
Nominal LFL(b)
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Operating Profits(a)
FSE - North America 60.8 62.6 (3%) 3%
FSE - Europe/Asia 9.7 17.7 (45%) (35%)
FRE (3.3) 10.4 (132%) (194%)
Adjusted Group profit
before tax(a) 38.0 63.8 (40%)
Group loss before tax (85.8) (109.0)
Adjusted, diluted EPS 10.4p 16.3p (36%)
Net debt 186.1 365.9 (49%)
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(a) before exceptional items and goodwill amortisation
(b) like-for-like adjusted for disposals and foreign exchange
- major markets, where we are evolving our organisation to focus on profitable share gain with country specific strategies and working closely with our channel partners.
- leading products and brands, where our objective is to establish more of our global and regional/country brands as leaders in their markets.
- key accounts, where we are establishing single points of contact, nationally, regionally and globally to provide global and local coordination with a focus on solutions and innovation to gain share.
Andrew Allner, Chief Executive Officer said: "I am pleased with the progress Enodis has made during what has been a tough year for our industry. We believe we are continuing to gain competitive advantage through our commitment to innovation and our focus on customer satisfaction. With over 30 new products introduced during the year we believe we are firmly establishing Enodis as a clear leader in providing solutions in areas such as speed and flexibility, safety, energy, automation and environmental". Peter Brooks Peter Brooks (born 1938) is Sterling Professor of Comparative Literature at Yale University. He is formerly Professor in the Department of English and School of Law at the University of Virginia. , Chairman said: "The year has seen further significant progress with net debt significantly reduced, refinancing Refinancing An extension and/or increase in amount of existing debt. complete and improved like-for-like operating performance in Food Service Equipment - North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. . We are confident that the current year will see Enodis delivering further market share gains and improved financial performance even if, as we expect, conditions in our key North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. markets show no improvement." For further enquiries: Andrew Allner Chief Executive Officer 020 7304 6006 Dave Wrench Chief Financial Officer 020 7304 6006 Andrew Lorenz Financial Dynamics 020 7269 7113 Overview Overall we believe the year has seen substantial progress as we have restructured, refocused and repositioned the Group in order to achieve our objective of becoming the clear world leader in food service equipment. We have disposed dis·pose v. dis·posed, dis·pos·ing, dis·pos·es v.tr. 1. To place or set in a particular order; arrange. 2. of non-core businesses, refinanced our debt and refocused our organisation and strategy. As a result we believe the Group is now well positioned to deliver on its strategy to create shareholder value. We have increased like-for-like operating profits Operating profit (or loss) Revenue from a firm's regular activities less costs and expenses and before income deductions. operating profit See operating income. in our Food Service Equipment - North American business despite a background of weak markets. Actions are well progressed to address weaker performance in Food Service Equipment - Europe/Asia, principally in two UK businesses, and losses at Kysor Warren Warren. 1 City (1990 pop. 144,864), Macomb co., SE Mich., a suburb of Detroit; est. 1837, inc. as a city 1957. It is an important metalworking center where steel is processed. which have adversely affected the results. During the second half of FY01 and first quarter of FY02 we acted to reduce our cost base significantly in the light of declining markets. Cost savings have been delivered on plan benefiting margins in our important Food Service Equipment - North America businesses. We believe we have continued to gain market share in weak North American food service equipment markets. In addition, we have achieved share gains in certain product categories in Europe Europe (y  r`əp), 6th largest continent, c.4,000,000 sq mi (10,360,000 sq km) including adjacent islands (1992 est. pop. 512,000,000). .
Within Food Retail Equipment, Kysor Panel Systems increased profits. Kysor Warren however, incurred significant losses. A new management team has recently been appointed ap·point tr.v. ap·point·ed, ap·point·ing, ap·points 1. To select or designate to fill an office or a position: appointed her the chief operating officer of the company. 2. at Kysor Warren. Returning this business to profitability is a key priority of the Board and the initial signs are encouraging but it will take some time. During the year we successfully restructured our debt and increased equity. The principal elements of the package were a 3 for 5 Rights Issue that raised a net (pound)70.3m, the issuance of (pound)100m of 10 ?% Senior Subordinated Loan In the field of finance, a subordinated loan is a type of loan which ranks after other debts should a company fall into receivership or be closed. It is also known as subordinated debt, or as junior debt. Notes and the negotiation of new Senior Credit facilities credit facilities npl → facilidades fpl de crédito credit facilities npl → facilités fpl de paiement credit facilities which provided the business with sufficient funding for the foreseeable fore·see tr.v. fore·saw , fore·seen , fore·see·ing, fore·sees To see or know beforehand: foresaw the rapid increase in unemployment. future. The senior credit syndication See syndication format. has been completed. Operating cashflow, after capital expenditure, in the year was (pound)91.0m. The sale of non-core businesses raised a further (pound)88.6m. Our closing net debt of (pound)186.1m was almost (pound)180m lower than at the previous year end and over (pound)300m lower than the net debt at March 2001. Implementation of Strategy We continue to make good progress in implementing our strategy to establish Enodis as the clear world leader in food service equipment. A wide range of actions is being developed to take customer satisfaction to a new level, focussing on actions required before, during and after the sale. We have improved our focus in three key areas:- - major markets, where we are evolving our organisation to focus on profitable share gain with country specific strategies and working closely with our channel partners. - leading products and brands, where our objective is to establish more of our global and regional/country brands as leaders in their markets. - key accounts, where we are establishing single points of contact, nationally, regionally and globally to provide global and local coordination with a focus on solutions and innovation to gain share. We have taken steps to ensure improved reliability and performance of our products and to continue to improve our global distribution and global service capabilities. Our approach is to implement best practices to increase share and profitability. We have improved our human resource processes, made a number of important new hires and increased our training both on leadership skills and key account selling. We have developed and communicated a statement of values, including customer focus, integrity and teamwork (product, software, tool) Teamwork - A SASD tool from Sterling Software, formerly CADRE Technologies, which supports the Shlaer/Mellor Object-Oriented method and the Yourdon-DeMarco, Hatley-Pirbhai, Constantine and Buhr notations. . We have commenced a programme to implement common systems and processes across our businesses as we move to integrate our organisation as `one company'. The Enodis Technology Center (ETC ETC - ExTendible Compiler. Fortran-like, macro extendible. "ETC - An Extendible Macro-Based Compiler", B.N. Dickman, Proc SJCC 38 (1971). ) is a major focus for us and our customers and an important source of competitive advantage. Over 30 new products have been introduced during the year. Development of an advanced frying frying: see cooking. system and a high speed conveyor Conveyor A horizontal, inclined, declined, or vertical machine for moving or transporting bulk materials, packages, or objects in a path predetermined by the design of the device and having points of loading and discharge fixed or selective. oven  It has been suggested that , , , , and be merged into this article or section. for two global
chains is currently underway. The backlog BacklogThe total value of sales orders waiting to be fulfilled. Notes: This figure is used mainly in the manufacturing industry. Increases or decreases in a company's backlog indicate the future direction of sales and earnings. of projects at the ETC is large and prioritisation is made on the basis of customer demand and return on investment. We believe we are firmly establishing Enodis as a clear leader in providing solutions in areas such as speed and flexibility, safety, energy, automation and environmental. Results FY02 profit before tax, goodwill amortisation Noun 1. amortisation - the reduction of the value of an asset by prorating its cost over a period of years amortization reduction, step-down, diminution, decrease - the act of decreasing or reducing something 2. and exceptional items was (pound)38.0m (2001: (pound)63.8m). Compared to FY01 the impact of the loss of operating profits from businesses sold in 2002 and 2001 (including Magnet magnet: see electromagnet; magnetism. magnet Any material capable of attracting iron and producing a magnetic field outside itself. By the end of the 19th century, all known elements and many compounds had been tested for magnetism, and all were ) was (pound)15.9m with an offsetting interest benefit of approximately ap·prox·i·mate adj. 1. Almost exact or correct: the approximate time of the accident. 2. (pound)7.0m. Foreign exchange effects reduced the reported profit by (pound)0.4m. FY02 operating profit(c) was (pound)67.3m ((pound)99.9m). The reduction is principally due to the effect of businesses sold in FY02 and FY01 ((pound)15.9m), Food Service Equipment Europe/Asia ((pound)4.7m) and Food Retail Equipment ((pound)10.8m). Underlying performance at Food Service Equipment North America is up 3%. The weakening weak·en tr. & intr.v. weak·ened, weak·en·ing, weak·ens To make or become weak or weaker. weak  en·er n. dollar has reduced operating profits in FY02 by (pound)1.3m.
(c) Throughout this document, operating profit is before goodwill amortisation and exceptional items. Food Service Equipment - North America margins increased from 12.6% to 12.9%. Food Service Europe/Asia declined from 9.5% to 6.7%. Food Retail Equipment margins were negative 2%. Q4 operating profit of (pound)24.0m (Q4 FY01(pound)37.1m) includes (pound)8.0m ((pound)9.0m) in respect of property profits. The balance of the reduction was due to the effect of discontinued dis·con·tin·ue v. dis·con·tin·ued, dis·con·tin·u·ing, dis·con·tin·ues v.tr. 1. To stop doing or providing (something); end or abandon: businesses ((pound)4.4m), foreign exchange ((pound)1.2m) and Kysor Warren making losses versus prior year profits. Return on capital employed Return on capital employed (ROCE) Indicator of profitability of the firm's capital investments. Determined by dividing Earnings Before Interest and Taxes by (capital employed plus short-term loans minus intangible assets). in FY02 was 7.0% (8.1%). Exceptional Items Net cash inflow in·flow n. 1. The act or process of flowing in or into: an inflow of water; an inflow of information. 2. from exceptional items was (pound)42.3m predominantly pre·dom·i·nant adj. 1. Having greatest ascendancy, importance, influence, authority, or force. See Synonyms at dominant. 2. due to disposal proceeds. The exceptional losses in the year were (pound)104.6m (including (pound)114.0m of goodwill relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc disposals and the Kysor Warren impairment Impairment 1. A reduction in a company's stated capital. 2. The total capital that is less than the par value of the company's capital stock. Notes: 1. This is usually reduced because of poorly estimated losses or gains. 2. review undertaken in Q3). More details are included at Note 4 to the attached financial information. Cashflow Operating cashflow, after capital expenditure, in the year was (pound)91.0m ((pound)104.5m) reflecting underlying operating performance, lower capital expenditure and improved working capital management. Furthermore, exceptional cash inflows (see above) and the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). of the Rights Issue contributed to a reduction in debt from (pound)365.9m at 29 September September: see month. 2001 to (pound)186.1m at 28 September 2002. Lower average debt balances during the year have led to a reduced pre-exceptional interest charge of (pound)29.3m ((pound)36.1m). We are targeting further reduction in net debt, principally from operating cash generation and focus on cash conversion days. Dividends No dividend is to be paid this year. Tax Our tax charge for the year on pre-exceptional profit is (pound)1.2m reflecting an underlying "cash" tax charge of (pound)5.8m, approximately 15%. Our UK and US operations benefit from brought forward tax losses and the charge relates principally to tax on profits of our European European emanating from or pertaining to Europe. European bat lyssavirus see lyssavirus. European beech tree fagussylvaticus. European blastomycosis see cryptococcosis. businesses. Successful progress in a US tax audit has enabled (pound)3.8m of brought forward accruals Accruals Accounts on a balance sheet that represent liabilities and non-cash-based assets used in accrual-based accounting. These accounts include, among many others, accounts payable, accounts receivable, goodwill, future tax liability and future interest expense. to be released. The tax benefit of exceptional items is (pound)0.2m. Earnings per share Adjusted diluted earnings per share diluted earnings per share An earnings measure calculated by dividing net income less preferred stock dividends for a period by the average number of shares of common stock that would be outstanding if all convertible securities were converted into shares of are 10.4p compared to 16.3p. As a result of the Rights Issue, we have restated all earnings per share for prior periods to reflect the bonus element of the Rights Issue. The theoretical ex-rights Ex-Rights A condition of a share price after a rights issue on the stock has either expired, been transferred to another investor or been exercised. The rights originally assigned to the stockholder are, for whatever reason, no longer valid or no longer applicable to the stock. price used was 82.2p. REVIEW OF OPERATIONS Global Food Service Equipment Global Food Service Equipment comprises our operations in North America, approximately 76% of Food Service Equipment sales, and our operations in Europe/Asia. Our strategy is to become the clear world leader in food service equipment through focus on customer satisfaction. We offer a full range of heavy kitchen equipment to the food service industry. We believe competitive advantage is achieved through leveraging the Group's scale, product range and leading brands, technology and relationships with distributors, dealers and service partners, end-users and suppliers. We believe that, overall, there is continuing growth in food and beverage F&B is a common abbreviation in the United States and Commonwealth countries, including Hong Kong. F&B is typically the widely accepted abbreviation for "Food and Beverage," which is the sector/industry that specializes in the conceptualization, the making of, and delivery of foods. sales as lifestyle changes increase demand for prepared food, eaten out or ordered in. Available data indicates food and beverage sales in the USA are likely to grow by up to 4% in calendar 2002. Choice and variety are increasing as multi cultural influences impact food and beverage offerings all over the world. Health trends are also impacting menu and beverage choices. Food safety and environmental concerns both inside and outside the restaurant have increased. Despite this positive long term backdrop Backdrop may refer to:
v. de·ferred, de·fer·ring, de·fers v.tr. 1. To put off; postpone. 2. To postpone the induction of (one eligible for the military draft). v.intr. capital expenditure. The market for food service equipment in North America has been weak throughout the period. We believe the market overall is down some 2% compared to the prior year. This reflects mixed performance by customer segment and product category, and significant pricing pressure. The markets in Europe were, as expected, much more mixed and, based on available data, we believe were down anywhere between 5% and 12%. Results Full year like-for-like sales Like-for-Like Sales The portion of current sales achieved through activities that are comparable to the activities of the previous year. Notes: Using like-for-like sales is a method of valuation that attempts to exclude any effects of expansion, acquisition, or other of our North American operations North American operation Surgical oncology Radical surgery of a 'frozen pelvis', consisting of radical en bloc resection of the uterus and urinary bladder. See 'Frozen pelvis.'. Cf 'All-American' and 'South American' operations. , including exports, were up 1%, with an increase of 3% in USA domestic turnover, a robust performance given the market conditions and reflecting share gains. Sales at (pound)469.9m were down on the prior year; however this is principally due to the effect of disposals and adverse foreign exchange movements. Q4 like-for-like sales were up 3% with the reported reduction due to businesses disposed. Like-for-like operating profits are down 3% due to the one off release of surplus provisions last year. Operating profits in Food Service Equipment - North America of (pound)60.8m were up 3% on a like-for-like basis. The decline from the prior year reflects the impact of disposals ((pound)1.8m) and adverse foreign exchange effects. Operating margins Operating Margin A ratio used to measure a company's pricing strategy and operating efficiency. Calculated by: increased to 12.9% from 12.6% in the prior year. Encouragingly, in Europe our Convotherm, Merrychef and beverage businesses improved performance and our European Ice businesses continued to deliver a good return on sales Return on sales A measurement of operational efficiency equalingnet pre-tax profits divided by net sales expressed as a percentage. return on sales The portion of each dollar of sales that a firm is able to turn into income. despite lower volume due to market conditions. However, overall sales declined 22% to (pound)144.4m, which is 7% down on a like-for-like basis - principally in the UK. Operating profits were down 45% (35% on a like-for-like basis) again predominantly due to the performance of two UK businesses where problems associated with low volumes, product launches and factory moves have impacted profitability. FY01 results also included (pound)1.5m of one-off (1) One at a time. CD-ROM recorders (CD-R drives) are commonly called one-off machines because they write one CD-ROM at a time. (2) Only once. Software that is written to solve a specific problem only one time is sometimes called a one-off. property profits. Food Service Equipment - Europe/Asia Q4 like-for-like sales were down 11% with operating profits up 8%. Total sales in Global Food Service Equipment at (pound)614.3m were down 1% on a like-for-like basis, as the steady performance in North America offset the reduced European performance. Global Food Service Equipment operating profit is (pound)70.5m, down 4% on a like-for-like basis. Like for like sales in Q4 were flat, with profits down 2%. Food Retail Equipment Returning Kysor Warren and therefore Food Retail Equipment to profitability is a key priority. A turnaround Turnaround A situation where a company that has had poor performance for an extended period of time experiences a positive reversal. Notes: A speculator may profit from a turnaround if he or she accurately anticipates the improvement of a poorly performing company. plan is well underway at Kysor Warren. David Frase, President of Kysor Panel Systems, has been appointed to lead the Kysor Group. David has focused on bringing a proven commitment to customer satisfaction to Kysor Warren. Ralph Schmitt Schmitt is a common family name in German. See Smith variations. Schmitt is a very common name in southern Indiana. Schmitt may refer to:
Results The results of Food Retail Equipment business comprises Kysor Warren and Kysor Panel Systems. The results of Austral aus·tral adj. Of, relating to, or coming from the south. [Latin austr  lis, from auster, austr-, south. and Belshaw are
also included up to the dates of disposal.
Full year sales at (pound)152.8m are 25% down on prior year, 17% on a like for like basis - principally due to a decline at Kysor Warren. We made operating losses operating loss The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income. of (pound)3.3m (2001: (pound)10.4m profit) with Kysor Panel Systems profits up 10% and lost contribution as a result of the disposal of Belshaw and Austral of (pound)2.8m. Food Retail Equipment losses in FY02, excluding profits of businesses disposed of, amount to (pound)5.5m. The losses at Kysor Warren are due to a 37% reduction in turnover as we have lost market share. Rapid closure of plants and rationalisation Noun 1. rationalisation - (psychiatry) a defense mechanism by which your true motivation is concealed by explaining your actions and feelings in a way that is not threatening rationalization of operations has reduced the cost base but with some short term loss of quality and customer focus. We have also had to recognise asset write-offs and increased warranty An assurance, promise, or guaranty by one party that a particular statement of fact is true and may be relied upon by the other party. Warranties are used in a variety of commercial situations. In many instances a business may voluntarily make a warranty. provisions. Aggressive initiatives to improve quality, productivity, customer service and profitability are underway. Early signs are encouraging. Q4 losses significantly exceeded Q3 losses due to provisions and inventory issues, one-off contract losses along with increased underlying losses due to lower sales. We are expecting Kysor Warren to continue to be loss making in FY03 but at a lower rate of losses than experienced in Q4 FY02. Returning this business to profitability will take some time. Food Retail Equipment results for October October: see month. and forecasts for November November: see month. are in line with plan, with the losses at Kysor Warren significantly lower than Q4 FY02 run rate. Property Operating profits of (pound)8.0m predominantly arose from the successful completion of the development of Phase III Noun 1. phase III - a large clinical trial of a treatment or drug that in phase I and phase II has been shown to be efficacious with tolerable side effects; after successful conclusion of these clinical trials it will receive formal approval from the FDA of Felsted in Q4. Contracts are being negotiated in respect of the next phase of this development, which is expected to contribute to anticipated property profits of (pound)4.0m in FY03. The Sarbanes-Oxley Act See SOX. We have a secondary listing on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. . Accordingly, we are required to comply with the requirements of the Sarbanes-Oxley Act. This is important legislation designed to re-establish re-establish Verb to create or set up (an organization, link, etc.) again re-establishment n the credibility Believability. The major legal application of the term credibility relates to the testimony of a witness or party during a trial. Testimony must be both competent and credible if it is to be accepted by the trier of fact as proof of an issue being litigated. of accounting, financial reporting and corporate governance Corporate Governance The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. in the USA. We have taken extensive legal and accountancy advice and carried out significant additional procedures to ensure that we are in compliance with the Act as it currently applies. Current Trading and Outlook Our expectations of the full year results for FY03 are unchanged from the time of our Q3 FY02 results announcement. The results for October and forecast for November are in line with our expectations. On a like-for-like basis, Global Food Service Equipment is ahead of last year and Food Retail Equipment behind due to losses at Kysor Warren. Our FY03 results will reflect the absence of operating profits from businesses sold in FY02. Losses at Kysor Warren should be significantly lower than those incurred last year. The interest charge will benefit from lower debt levels. The impact of exchange movements will be negative if the present (pound)/$US rate is maintained. We are confident that the current year will see Enodis delivering further market share gains and improved financial performance even if, as we expect, conditions in our key North American markets show no improvement. Year on year quarterly performance comparisons are expected to improve as the year progresses. P M Brooks A J Allner Chairman Chief Executive Officer 20 November 2002 20 November 2002 This press release contains "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. ," within the meaning of the U.S. federal securities laws, that represent the Company's expectations or beliefs regarding future events, based on currently available information, including statements concerning its anticipated performance and plans. These statements by their nature involve substantial risks and uncertainties, many of which are beyond the Company's control. The Company's actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, including the Company's substantial debt obligations and restrictive covenants Restrictive covenants Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends. ; susceptibility susceptibility the state of being susceptible. Refers usually to infectious disease but may be to physical factors such as wetting or to psychological factors such as harassment. to regional economic downturns, currency fluctuations, large customer order slowdowns and other risks related to its U.S., U.K. and foreign operations; keen competition in its fragmented frag·ment n. 1. A small part broken off or detached. 2. An incomplete or isolated portion; a bit: overheard fragments of their conversation; extant fragments of an old manuscript. 3. and consolidating industry; and the other risk factors and more complete descriptions of these factors found under "Risk Factors" in the Company's Form F-4 registration statement, as amended a·mend v. a·mend·ed, a·mend·ing, a·mends v.tr. 1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive. 2. , filed with the SEC in August 2002.
Group Profit and Loss Account
52 weeks to 28 September 2002
52 weeks to 28 September 2002
Before Exceptional Total
exceptional items
items (note 4)
Notes (pound)m (pound)m (pound)m
Turnover
Food Equipment 767.1 - 767.1
Property 16.1 - 16.1
------------------------------------------------------------
Continuing operations 783.2 - 783.2
Discontinued operations - - -
------------------------------------------------------------
Total turnover 2 783.2 - 783.2
------------------------------------------------------------
Profit/(loss) from
operations
Food Equipment 67.2 (8.9) 58.3
Property 8.0 - 8.0
Corporate costs (7.9) (0.5) (8.4)
------------------------------------------------------------
Continuing operations 67.3 (9.4) 57.9
Discontinued operations - - -
------------------------------------------------------------
67.3 (9.4) 57.9
Goodwill amortisation
and impairment (19.0) (48.9) (67.9)
------------------------------------------------------------
Operating profit/(loss)
Continuing operations 48.3 (58.3) (10.0)
Discontinued operations - - -
------------------------------------------------------------
3 48.3 (58.3) 76.9
Profit /(loss) on
disposal of business 4 - (38.1) (38.1)
------------------------------------------------------------
Profit/(loss) on
ordinary activities
before interest and
taxation 48.3 (96.4) (48.1)
Net interest payable and
similar charges (29.3) (8.4) (37.7)
------------------------------------------------------------
Profit/(loss) on
ordinary activities
before taxation 19.0 (104.8) (85.8)
Tax on profit/(loss) on
ordinary activities 5 (1.2) 0.2 (1.0)
------------------------------------------------------------
Profit/(loss) on
ordinary activities
after taxation 17.8 (104.6) (86.8)
Minority interests (0.2) - (0.2)
------------------------------------------------------------
Profit/(loss) for the
period 17.6 (104.6) (87.0)
Equity dividends 6 - - -
------------------------------------------------------------
Retained result 17.6 (104.6) (87.0)
------------------------------------------------------------
Earnings/(loss) per
share (pence) 7
Basic loss per share (24.8)p
Adjusted basic earnings
per share 10.4p
Diluted loss per share (24.8)p
Adjusted diluted
earnings per share 10.4p
Statement of total
recognised gains and
losses (pound)m
Loss for the period (87.0)
Goodwill / (negative
goodwill) written back
on disposals,
previously written off 65.1
Currency translation
differences on foreign
currency net
investments (5.7)
------------------------------------------------------------
Total recognised gains
and losses for the
period (27.6)
Prior period adjustment
(note 10) 26.9
------------------------------------------------------------
Total recognised gains
and losses since last
annual report (0.7)
------------------------------------------------------------
52 weeks to 29 September 2001
Before Exceptional Total
exceptional items
items (note 4)
Notes (pound)m (pound)m (pound)m
(Restated) (Restated) (Restated)
Turnover
Food Equipment 887.2 - 887.2
Property 16.6 - 16.6
------------------------------------------------------------
Continuing operations 903.8 - 903.8
Discontinued operations 177.3 - 177.3
------------------------------------------------------------
Total turnover 2 1,081.1 - 1,081.1
------------------------------------------------------------
Profit/(loss) from
operations
Food Equipment 90.7 (43.4) 47.3
Property 9.0 - 9.0
Corporate costs (8.9) (24.1) (33.0)
------------------------------------------------------------
Continuing operations 90.8 (67.5) 23.3
Discontinued operations 9.1 - 9.1
------------------------------------------------------------
99.9 (67.5) 32.4
Goodwill amortisation
and impairment (23.0) (100.0) (123.0)
------------------------------------------------------------
Operating profit/(loss)
Continuing operations 67.8 (167.5) (99.7)
Discontinued operations 9.1 - 9.1
------------------------------------------------------------
3 76.9 (167.5) (90.6)
Profit /(loss) on
disposal of business 4 - 23.5 23.5
------------------------------------------------------------
Profit/(loss) on
ordinary activities
before interest and
taxation 76.9 (144.0) (67.1)
Net interest payable and
similar charges (36.1) (5.8) (41.9)
------------------------------------------------------------
Profit/(loss) on
ordinary activities
before taxation 40.8 (149.8) (109.0)
Tax on profit/(loss) on
ordinary activities 5 (13.4) 2.0 (11.4)
------------------------------------------------------------
Profit/(loss) on
ordinary activities
after taxation 27.4 (147.8) (120.4)
Minority interests (0.3) - (0.3)
------------------------------------------------------------
Profit/(loss) for the
period 27.1 (147.8) (120.7)
Equity dividends 6 (4.8) - (4.8)
------------------------------------------------------------
Retained result 22.3 (147.8) (125.5)
------------------------------------------------------------
Earnings/(loss) per
share (pence) 7
Basic loss per share (39.3)p
Adjusted basic earnings
per share 16.3p
Diluted loss per share (39.3)p
Adjusted diluted
earnings per share 16.3p
Statement of total
recognised gains and
losses (pound)m
Loss for the period (120.7)
Goodwill / (negative
goodwill) written back
on disposals,
previously written off (4.4)
Currency translation
differences on foreign
currency net
investments (1.7)
------------------------------------------------------------
Total recognised gains
and losses for the
period (126.8)
Prior period adjustment
(note 10) -
------------------------------------------------------------
Total recognised gains
and losses since last
annual report (126.8)
------------------------------------------------------------
Group profit and loss account
13 weeks to 28 September 2002 (unaudited)
13 weeks to 28 September 2002
Before Exceptional Total
exceptional items
items (note 4)
Notes (pound)m (pound)m (pound)m
(Unaudited) (Unaudited) (Unaudited)
Turnover
Food Equipment 179.8 - 179.8
Property 16.1 - 16.1
------------------------------------------------------------------
Continuing operations 195.9 - 195.9
------------------------------------------------------------------
Total turnover 2 195.9 - 195.9
------------------------------------------------------------------
Profit/(loss) from
operations
Food Equipment 17.7 (0.5) 17.2
Property 8.0 - 8.0
Corporate costs (1.7) (0.2) (1.9)
------------------------------------------------------------------
Continuing operations 24.0 (0.7) 23.3
Goodwill amortisation
and impairment (3.8) - (3.8)
------------------------------------------------------------------
Operating profit/(loss)
Continuing operations 20.2 (0.7) 19.5
------------------------------------------------------------------
3 20.2 (0.7) 19.5
Profit/(loss) on
disposal of business - (0.8) (0.8)
------------------------------------------------------------------
Profit/(loss) on
ordinary activities
before interest and
taxation 20.2 (1.5) 18.7
Net interest payable
and similar charges (6.4) - (6.4)
------------------------------------------------------------------
Profit/(loss) on
ordinary activities
before taxation 13.8 (1.5) 12.3
Tax on profit/(loss) on
ordinary activities 1.3 0.2 1.5
------------------------------------------------------------------
Profit/(loss) on
ordinary activities
after taxation 15.1 (1.3) 13.8
Minority interests - - -
------------------------------------------------------------------
Profit/(loss) for the
period 15.1 (1.3) 13.8
Equity dividends - - -
------------------------------------------------------------------
Retained result 15.1 (1.3) 13.8
------------------------------------------------------------------
Earnings/(loss) per
share (pence) 7
Basic earnings/(loss)
per share 3.5p
Adjusted basic earnings
per share 4.7p
Diluted earnings/(loss)
per share 3.5p
Adjusted diluted
earnings per share 4.7p
Statement of total
recognised gains and
losses (pound)m
Gain/(Loss) for the
period 13.8
Currency translation
differences on foreign
currency net
investments (3.0)
------------------------------------------------------------------
Total recognised gains
and losses for the
period 10.8
------------------------------------------------------------------
13 weeks to 29 September 2001
Before Exceptional Total
exceptional items
items (note 4)
Notes (pound)m (pound)m (pound)m
(Unaudited)/ (Unaudited/ (Unaudited)/
(Restated) (Restated) (Restated)
Turnover
Food Equipment 239.5 - 239.5
Property 15.7 - 15.7
------------------------------------------------------------------
Continuing operations 255.2 - 255.2
------------------------------------------------------------------
Total turnover 2 255.2 - 255.2
------------------------------------------------------------------
Profit/(loss) from
operations
Food Equipment 29.6 (11.5) 18.1
Property 9.0 - 9.0
Corporate costs (1.5) (8.3) (9.8)
------------------------------------------------------------------
Continuing operations 37.1 (19.8) 17.3
Goodwill amortisation
and impairment (5.8) (100.0) (105.8)
------------------------------------------------------------------
Operating profit/(loss)
Continuing operations 31.3 (119.8) (88.5)
------------------------------------------------------------------
3 31.3 (119.8) (88.5)
Profit/(loss) on
disposal of business - (5.6) (5.6)
------------------------------------------------------------------
Profit/(loss) on
ordinary activities
before interest and
taxation 31.3 (125.4) (94.1)
Net interest payable
and similar charges (6.4) - (6.4)
------------------------------------------------------------------
Profit/(loss) on
ordinary activities
before taxation 24.9 (125.4) (100.5)
Tax on profit/(loss) on
ordinary activities (6.3) 2.0 (4.3)
------------------------------------------------------------------
Profit/(loss) on
ordinary activities
after taxation 18.6 (123.4) (104.8)
Minority interests (0.2) - (0.2)
------------------------------------------------------------------
Profit/(loss) for the
period 18.4 (123.4) (105.0)
Equity dividends 0.2 - 0.2
------------------------------------------------------------------
Retained result 18.6 (123.4) (104.8)
------------------------------------------------------------------
Earnings/(loss) per
share (pence) 7
Basic earnings/(loss)
per share (34.1)p
Adjusted basic earnings
per share 7.9p
Diluted earnings/(loss)
per share (34.1)p
Adjusted diluted
earnings per share 7.9p
Statement of total
recognised gains and
losses (pound)m
Gain/(Loss) for the
period (105.0)
Currency translation
differences on foreign
currency net
investments (5.0)
------------------------------------------------------------------
Total recognised gains
and losses for the
period (110.0)
------------------------------------------------------------------
Group balance sheet
28 September 29 September
2002 2001
Notes (pound)m (pound)m
(Restated)
----------------------------------------------------------------------
Fixed assets
Intangible assets: Goodwill 235.4 310.2
Tangible assets 88.0 111.4
Investments 5.9 6.2
----------------------------------------------------------------------
329.3 427.8
----------------------------------------------------------------------
Current assets
Stocks 8 77.7 105.6
Debtors 127.4 200.7
Deferred tax asset 5 25.3 26.9
Cash at bank and in hand 9 72.7 39.4
----------------------------------------------------------------------
303.1 372.6
Creditors falling due within one
year
Borrowings 9 (33.4) (2.4)
Other creditors (183.8) (225.1)
----------------------------------------------------------------------
(217.2) (227.5)
----------------------------------------------------------------------
Net current assets 85.9 145.1
----------------------------------------------------------------------
Total assets less current
liabilities 415.2 572.9
----------------------------------------------------------------------
Financed by:
Creditors falling due after more
than one year
Borrowings 9 214.1 398.9
Provisions for liabilities and
charges 44.3 59.1
----------------------------------------------------------------------
258.4 458.0
----------------------------------------------------------------------
Capital and reserves
Called up equity share capital 200.2 125.1
Share premium account 234.2 239.0
Profit and loss account (277.6) (250.0)
----------------------------------------------------------------------
Equity shareholders' funds 10 156.8 114.1
----------------------------------------------------------------------
Equity minority interests - 0.8
----------------------------------------------------------------------
415.2 572.9
----------------------------------------------------------------------
Group cash flow statement
52 weeks to 52 weeks to
28 September 29 September
2002 2001
Notes (pound)m (pound)m
----------------------------------------------------------------------
Net cash flow from operating
activities before 100.0 120.8
exceptional items
Net cash flow effect of
exceptional items (27.4) (27.8)
----------------------------------------------------------------------
Net cash inflow from operating
activities a 72.6 93.0
----------------------------------------------------------------------
Return on investments and
servicing of finance
Interest paid (23.3) (36.8)
Financing fees paid (18.9) (4.1)
----------------------------------------------------------------------
(42.2) (40.9)
----------------------------------------------------------------------
Taxation
Overseas and UK tax paid (3.3) (6.0)
----------------------------------------------------------------------
Capital expenditure and financial
investment
Payments to acquire tangible fixed
assets (9.9) (23.7)
Receipts from sale of tangible
fixed assets 0.9 7.4
----------------------------------------------------------------------
(9.0) (16.3)
----------------------------------------------------------------------
Acquisitions and disposals
Purchase of subsidiary
undertakings and minority
interests - (25.8)
Disposal of subsidiary
undertakings 4 88.6 98.6
----------------------------------------------------------------------
88.6 72.8
----------------------------------------------------------------------
Equity dividends paid - (28.2)
----------------------------------------------------------------------
Cash inflow before financing 106.7 74.4
----------------------------------------------------------------------
Financing
Issue of shares (net) 70.3 0.2
Additional net borrowings 160.8 398.3
Issue of 10 3/8% senior
subordinated notes 100.0 -
Term loan repayment (400.4) (385.7)
Repayment of other loans (2.9) (72.8)
Capital element of finance lease
payments (0.5) (0.6)
----------------------------------------------------------------------
(72.7) (60.6)
----------------------------------------------------------------------
Increase in cash in the period 34.0 13.8
----------------------------------------------------------------------
Group cash flow statement
(a) Reconciliation of operating profit/(loss) to net cash
inflow/(outflow) from operating activities
52 weeks to 28 September 2002
Before Effect of Total
exceptional exceptional
items items
(pound)m (pound)m (pound)m
Operating profit/(loss) 48.3 (58.3) (10.0)
Depreciation 15.7 - 15.7
Amortisation/impairment of goodwill 19.0 48.9 67.9
Profit on the sale of fixed assets - - -
Provisions (net) (2.2) (5.6) (7.8)
Decrease in stocks 5.5 5.9 11.4
Decrease in debtors 19.7 - 19.7
(Decrease)/increase in creditors (6.0) (18.3) (24.3)
----------------------------------------------------------------------
Net cash inflow/(outflow)
from operating activities 100.0 (27.4) 72.6
----------------------------------------------------------------------
52 weeks to 29 September 2001
Before Effect of Total
exceptional exceptional
items items
(pound)m (pound)m (pound)m
Operating profit/(loss) 76.9 (167.5) (90.6)
Depreciation 22.7 - 22.7
Amortisation/impairment of goodwill 23.0 100.0 123.0
Profit on the sale of fixed assets (1.7) - (1.7)
Provisions (net) (6.0) 16.5 10.5
Decrease in stocks 12.1 0.5 12.6
Decrease in debtors 10.7 - 10.7
(Decrease)/increase in creditors (16.9) 22.7 5.8
----------------------------------------------------------------------
Net cash inflow/(outflow)
from operating activities 120.8 (27.8) 93.0
----------------------------------------------------------------------
(b) Reconciliation of net cash flow to movement in net debt
28 29
September September
2002 2001
(pound)m (pound)m
Net debt at the start of period (365.9) (434.2)
Increase in net cash in the period 34.0 13.8
Issue of 10 3/8% senior subordinated notes (100.0) -
Net decrease in other loans 241.5 60.1
Translation differences 4.3 (5.6)
-------------------------
Net debt at the end of the period (186.1) (365.9)
-------------------------
Notes 1 Basis of Preparation This financial information does not constitute the company's statutory accounts for the 52 week period ended 28 September 2002 and 29 September 2001 but is derived de·rive v. de·rived, de·riv·ing, de·rives v.tr. 1. To obtain or receive from a source. 2. from those accounts. Statutory accounts for the 52 week period ended 29 September 2001 have been delivered to the Registrar of Companies The introduction to this article provides insufficient context for those unfamiliar with the subject matter. Please help [ improve the introduction] to meet Wikipedia's layout standards. You can discuss the issue on the talk page. and those for the 52 week period ended 28 September 2002 will be delivered following the company's annual general meeting. The auditors AUDITORS, practice. Persons lawfully appointed to examine and digest accounts referred to them, take down the evidence in writing, which may be lawfully offered in relation to such accounts, and prepare materials on which a decree or judgment may be made; and to report the whole, together have reported on those accounts; their reports were unqualified and did not contain statements under s237(2) or (3) Companies Act 1985. The figures for the 52 weeks to 29 September 2001 have been restated to reflect the introduction of FRS FRS abbr. Fellow of the Royal Society FRS, n “flexed rotated side-bent,” an osteopathic abbreviation used to describe vertebral position in cases of spinal dysfunction. 19 "Deferred tax". The figures for the 13 week periods to 28 September 2002 and 29 September 2001 have been extracted from underlying accounting records and have been prepared on the basis of the accounting policies set out in the Group's financial statements for the year ended 29 September 2001, with the exception that the results reflect the adoption of FRS 19 "Deferred Tax" and the 29 September 2001 comparative figures have been restated accordingly. The quarterly financial information is not audited but includes all adjustments (consisting of normal recurring re·cur intr.v. re·curred, re·cur·ring, re·curs 1. To happen, come up, or show up again or repeatedly. 2. To return to one's attention or memory. 3. To return in thought or discourse. adjustments) which the Group's management considers necessary for a fair presentation of the financial position of the Group as of such dates and the operating results and cash flows for those periods. U.K. GAAP GAAP See: Generally Accepted Accounting Principles GAAP See generally accepted accounting principles (GAAP). differs in certain significant respects from accounting principles generally accepted in the United States of America UNITED STATES OF AMERICA. The name of this country. The United States, now thirty-one in number, are Alabama, Arkansas, Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, New Hampshire, ("U.S. GAAP"). The application of the latter would have affected the determination of profit/(loss) to the extent summarised in Note 12. This financial information should be read in conjunction conjunction, in astronomy conjunction, in astronomy, alignment of two celestial bodies as seen from the earth. Conjunction of the moon and the planets is often determined by reference to the sun. with the financial statements and the notes thereto there·to adv. 1. To that, this, or it. 2. Archaic In addition to that; furthermore. thereto Adverb Formal 1. to that or it 2. included in the Company's latest annual report.
2 Turnover 52 weeks 52 weeks 13 weeks 13 weeks
to to to to
28 29 28 29
September September September September
2002 2001 2002 2001
(pound)m (pound)m (pound)m (pound)m
(Unaudited)(Unaudited)
Food Service Equipment
- North America 469.9 498.7 116.8 133.6
Food Service Equipment
- Europe and Asia 144.4 185.4 35.0 50.8
Food Retail Equipment 152.8 203.1 28.0 55.1
--------------------------------------------------------------------
Food Equipment 767.1 887.2 179.8 239.5
Property 16.1 16.6 16.1 15.7
--------------------------------------------------------------------
Continuing operations 783.2 903.8 195.9 255.2
Discontinued operations - 177.3 - -
--------------------------------------------------------------------
783.2 1,081.1 195.9 255.2
--------------------------------------------------------------------
Turnover from discontinued operations Discontinued operations Divisions of a business that have been sold or written off and that no longer are maintained by the business. represents the Building and Consumer Products business sold in June June: see month. 2001. Turnover from continuing operations continuing operations Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the for the 52 weeks ended 28 September 2002 includes (pound)60.0m (2001:(pound)138.3m) in respect of Food Equipment businesses sold in the year. Turnover from continuing operations for the 13 weeks ended 28 September 2002 includes (pound)nil (2001:(pound)37.9m) in respect of Food Equipment businesses sold in the year. Turnover for the 52 weeks ended 28 September 2002 has been reduced by (pound)11.5m in respect of foreign exchange movements compared to the prior year, of which (pound)11.1m relates to the final quarter.
Notes (continued)
3 Operating profit/(loss)
52 weeks to 28 September 2002
Before Exceptional Total
exceptional items
items
(pound)m (pound)m (pound)m
Food Service Equipment - North America 60.8 0.2 61.0
Food Service Equipment - Europe and Asia 9.7 (2.5) 7.2
Food Retail Equipment (3.3) (6.6) (9.9)
----------------------------------------------------------------------
67.2 (8.9) 58.3
Food Equipment goodwill amortisation /
impairment (19.0) (48.9) (67.9)
----------------------------------------------------------------------
Food Equipment 48.2 (57.8) (9.6)
Property 8.0 - 8.0
Corporate costs (7.9) (0.5) (8.4)
----------------------------------------------------------------------
Continuing operations 48.3 (58.3) (10.0)
Discontinued operations - - -
----------------------------------------------------------------------
48.3 (58.3) (10.0)
----------------------------------------------------------------------
52 weeks to 29 September 2001
Before Exceptional Total
exceptional items
items
(pound)m (pound)m (pound)m
Food Service Equipment - North America 62.6 (25.6) 37.0
Food Service Equipment - Europe and Asia 17.7 (5.2) 12.5
Food Retail Equipment 10.4 (12.6) (2.2)
----------------------------------------------------------------------
90.7 (43.4) 47.3
Food Equipment goodwill amortisation / (23.0) (100.0) (123.0)
impairment
----------------------------------------------------------------------
Food Equipment 67.7 (143.4) (75.7)
Property 9.0 - 9.0
Corporate costs (8.9) (24.1) (33.0)
----------------------------------------------------------------------
Continuing operations 67.8 (167.5) (99.7)
Discontinued operations 9.1 - 9.1
----------------------------------------------------------------------
76.9 (167.5) (90.6)
----------------------------------------------------------------------
Operating profit from continuing operations for the 52 weeks ended
28 September 2002 includes (pound)4.4m (2001:(pound)11.2m) in respect
of Food Equipment businesses sold in the year. Operating profit has
been reduced by (pound)1.3m in respect of foreign exchange movements
compared to the prior year.
13 weeks to 28 September 2002
Before Exceptional Total
exceptional items
items
(pound)m (pound)m (pound)m
(Unaudited)(Unaudited)(Unaudited
Food Service Equipment - North America 18.6 0.2 18.8
Food Service Equipment - Europe and Asia 2.7 - 2.7
Food Retail Equipment (3.6) (0.7) (4.3)
----------------------------------------------------------------------
17.7 (0.5) 17.2
Food Equipment goodwill amortisation /
impairment (3.8) - (3.8)
----------------------------------------------------------------------
Food Equipment 13.9 (0.5) 13.4
Property 8.0 - 8.0
Corporate costs (1.7) (0.2) (1.9)
----------------------------------------------------------------------
Continuing operations 20.2 (0.7) 19.5
Discontinued operations - - -
----------------------------------------------------------------------
20.2 (0.7) 19.5
----------------------------------------------------------------------
13 weeks to 29 September 2001
Before Exceptional Total
exceptional items
items
(pound)m (pound)m (pound)m
(Unaudited(Unaudited)(Unaudited)
Food Service Equipment - North America 21.7 (7.3) 14.4
Food Service Equipment - Europe and Asia 3.9 (2.7) 1.2
Food Retail Equipment 4.0 (1.5) 2.5
----------------------------------------------------------------------
29.6 (11.5) 18.1
Food Equipment goodwill amortisation /
impairment (5.8) (100.0) (105.8)
----------------------------------------------------------------------
Food Equipment 23.8 (111.5) (87.7)
Property 9.0 - 9.0
Corporate costs (1.5) (8.3) (9.8)
----------------------------------------------------------------------
Continuing operations 31.3 (119.8) (88.5)
Discontinued operations - - -
----------------------------------------------------------------------
31.3 (119.8) (88.5)
----------------------------------------------------------------------
Operating profit from continuing operations for the 13 weeks ended
28 September 2002 includes (pound)nil (2001:(pound)4.4m) in respect of
Food Equipment businesses sold in the year. Operating profit has been
reduced by (pound)1.2m in respect of foreign exchange movements
compared to the prior year.
4 Exceptional items 52 weeks 52 weeks
(a) Operating exceptional items to to
28 29
September September
2002 2001
(pound)m (pound)m
Restructuring costs and
inventory write downs 9.4 33.1
Revisions to working capital
provisions and other
exceptional warranty costs - 13.7
Litigation costs - 12.2
Costs associated with the
Board's review of strategic
options - 8.5
---------------------
9.4 67.5
Goodwill impairment 48.9 100.0
---------------------
Operating exceptional items 58.3 167.5
---------------------
2002 Restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics). costs principally represent costs associated with the closure of excess operating capacity in our Food Retail Equipment group, including the write down of inventory at Kysor Warren reflecting the decline in the business. There has also been further rationalisation of administration functions and simplification sim·pli·fy tr.v. sim·pli·fied, sim·pli·fy·ing, sim·pli·fies To make simple or simpler, as: a. To reduce in complexity or extent. b. To reduce to fundamental parts. c. of management structures in the European businesses within the Global Food Service Equipment group. In the 52 weeks to 29 September 2001 restructuring costs of (pound)33.1m comprise To embrace, cover, or include; to confine within; to consist of. In the law governing patents—grants of an exclusive right or privilege to make, use, or sell an invention or product for a term of years—the term comprise costs associated with a number of rationalisation projects including headcount head count or head·count n. 1. The act of counting people in a particular group. 2. The number of people counted in this way. Noun 1. savings and manufacturing efficiency improvements announced before 29 September 2001. The Group has reassessed the carrying value Carrying Value Also know as "book value," it is a company's total assets minus intangible assets and liabilities, such as debt. Notes: This is different than market value, as it can be higher or lower depending on the circumstances. of goodwill in respect of the Scotsman acquisition. In accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with the methodology presented in FRS11 "Impairment of Fixed Assets fixed assets npl → activo sg fijo fixed assets npl → immobilisations fpl fixed assets fix npl → and Goodwill", which requires consideration of the net present value of estimated future cash flows, the carrying value of the goodwill was written down by (pound)100m in 2001 and a further (pound)48.9m in 2002 relating to Kysor Warren. 2001 Following the publication of FRS 18 "Accounting Policies", the Group reassessed its accounting estimates for warranty provisions and provided an additional (pound)8.0m. Further exceptional warranty costs of (pound)4.5m which arose in the period were written off and previously capitalised development costs of (pound)1.2m were also written off. The Group settled the long standing Bomar cases for a payment of $17.5m ((pound)12.2m) in settlement of all claims. A payment of $10m was made in 2001 and the balance in 2002. The Board undertook a review of the Group's strategic options with the objective of maximising Adj. 1. maximising - making as great as possible maximizing increasing - becoming greater or larger; "increasing prices" shareholder value. Costs of (pound)8.5m, predominantly professional fees were incurred.
4 Exceptional items 52 weeks to 28 52 weeks to 29
(continued) September 2002 September 2001
(b) Disposal of businesses Profit Net Profit and Net
and loss Cashflow loss account Cashflow
account
(pound)m (pound)m (pound)m (pound)m
Disposal of Sammic (i) 2.7 18.5 - -
Disposal of Belshaw (ii) (16.4) 15.3 - -
Disposal of Austral (iii) (7.5) 7.0 - -
Disposal of ATR (iv) (19.4) 24.6 - -
Disposal of Prolon LLC (v) (0.8) 1.0 - -
Disposal of Magnet (vi) 3.3 22.3 29.1 98.6
Disposal of Scotsman
Response Ltd. (vii) - (0.1) (5.6) -
----------------------------------------------------------------------
(38.1) 88.6 23.5 98.6
----------------------------------------------------------------------
(i) On 13 December 2001, the Group disposed of Sammic SA and its
subsidiary undertakings for consideration of (pound)20.0m
realising a profit on disposal of (pound)2.7m after writing
off goodwill of (pound)10.4m previously charged against
reserves.
(ii) On 24 April 2002 the Group sold Belshaw Bros. Inc.
('Belshaw') for a net cash consideration of (pound)16.7m
($24.2m) payable in full upon completion. The Group realised a
loss on disposal of (pound)16.4m after writing off goodwill of
(pound)25.0m previously charged against reserves.
(iii) On 21 May 2002 the Group sold Austral Refrigeration Pty
Limited ('Austral') for a net cash consideration of
(pound)7.5m payable in full on completion. The Group realised
a loss on disposal of (pound)7.5m.
(iv) On 23 May 2002 the Group sold the Aladdin Temp-Rite (ATR)
companies for a net cash consideration of (pound)27.0m
($39.2m) payable in full on completion. The Group realised a
loss on disposal of (pound)19.4m after writing off goodwill of
(pound)29.7m previously charged against reserves.
(v) On 14 June 2002, the Group sold the assets of Prolon LLC
('Prolon') for net cash consideration of (pound)1.0m ($1.5m)
payable in full on completion. The Group realised a loss on
disposal of (pound)0.8m.
(vi) In June 2001, the Group disposed of its Building and Consumer
Products business (`Magnet') generating a profit on disposal
of (pound)29.1m and a cash inflow of (pound)98.6m. The Group
also received a Vendor Loan Note for (pound)20m and warrants
over Nobia AB shares which were not valued.
In December December: see month. 2001 (pound)2.1m was paid to Nobia Nobia is a Swedish corporation owning many European kitchen firms. External links
The difference between total assets on the one hand and current liabilities and noncapitalized long-term liabilities on the other hand. net assets See owners' equity. transferred following the sale. In June 2002, Nobia AB's shares were listed on the Stockholm Stock Exchange The Stockholm Stock Exchange (Swedish: Stockholmsbörsen) is a stock exchange located in Stockholm, Sweden. Founded in 1863 [1] it is the primary securities exchange of the Nordic Countries. and the Group received (pound)24.4m being (pound)20.0m for the vendor loan note, (pound)0.4m compensation for early repayment Repayment The act of paying back a debt. Notes: Everyone has to repay their debts eventually. See also: Debt, Defeasance, Loan of the note and (pound)4.0m for the sale of the shares arising from the exercise of the warrants. After writing off deferred finance fees arising from the early repayment of debt and other associated costs, the net profit on disposal was (pound)3.3m. The net cash consideration, after expenses, of all the above disposals has been used to repay debt. (vii) On 14 September 2001, the Group disposed of Scotsman Response Limited for consideration of up to (pound)45,000.
(c) Net interest payable
and similar charges 52 weeks to 52 weeks to
28 September 29 September
2002 2001
(pound)m (pound)m
Deferred financing fees written off 4.2 5.8
Refinancing fees 4.2 -
----------------------------------------------------------------------
8.4 5.8
----------------------------------------------------------------------
4 Exceptional items (continued)
Deferred finance fees written off relate to amounts previously
capitalised in respect of the multi-currency revolving credit facility
that was replaced by the refinancing announced on 20 February 2002.
Refinancing fees represent amounts payable to banks in relation to
the termination of our previous multi-currency revolving credit
facility and costs associated with the bridging facility under the
Group's new arrangements (see note 9).
5 Taxation
(a) Analysis of charge in period 52 weeks 52 weeks
to to
28 September 29 September
2002 2001
(pound)m (pound)m
(Restated)
The tax charge for the
current period comprised:
UK taxation at 30% - -
Foreign taxation - current year 5.8 8.6
Foreign taxation - prior year (3.8) -
----------------------------------------------------------------------
2.0 8.6
Tax relief on exceptional items (0.2) (2.0)
----------------------------------------------------------------------
1.8 6.6
Deferred taxation (0.8) 4.8
----------------------------------------------------------------------
1.0 11.4
----------------------------------------------------------------------
(b) The benefit of brought forward tax losses predominantly in the
UK and the US reduce tax cash payments.
(c) The adoption of FRS 19 "Deferred Tax" has required changes in
the method of accounting for deferred tax assets and
liabilities. As a result of these changes, the comparative
periods have been restated as follows, principally in respect
of tax losses and warranty reserves.
29 September
2001
(pound)m
(Restated)
Deferred tax provision as previously reported -
Adjustment to recognise deferred
tax in respect of
timing differences 26.9
----------------------------------------------------------------------
Deferred tax asset as restated 26.9
----------------------------------------------------------------------
(d) Analysis of deferred tax asset
28 September 29 September
2002 2001
(pound)m (pound)m
(Restated)
US revenue losses 9.8 9.0
Warranties 11.5 11.9
Other short term timing differences 11.7 14.0
----------------------------------------------------------------------
33.0 34.9
Accelerated capital allowances (7.7) (8.0)
----------------------------------------------------------------------
25.3 26.9
----------------------------------------------------------------------
Deferred tax liabilities are recognised in full. Deferred tax
assets are recognised to the extent that it is considered more likely
than not that the asset will be recovered.
6 Equity dividends
52 weeks to 52 weeks to
28 September 29 September
2002 2001
(pound)m (pound)m
Interim and final dividend - 4.8
----------------------------------------------------------------------
pence pence
Interim and final dividend (net per ordinary - 2.0
share)
----------------------------------------------------------------------
7 Earnings /(loss) per share
52 weeks 52 weeks 13 weeks 13 weeks
to 28 to 29 to 28 to 29
September September September September
2002 2001 2002 2001
(pound)m (pound)m (pound)m (pound)m
(Restated) (Unaudited) (Unaudited)
Basic and diluted earnings/
(loss) attributable (87.0) (120.7) 13.8 (105.0)
to shareholders
----------------------------------------------------------------------
m m m m
Basic weighted average
number of shares 351.0 307.3 399.2 307.5
Executive share options - 0.2 -
Share save options - 0.2 - -
----------------------------------------------------------------------
Diluted weighted average
number of shares 351.0 307.7 399.2 307.5
----------------------------------------------------------------------
52 weeks 52 weeks 13 weeks 13 weeks
to to to to
28 September 29 September 28 September 29 September
2002 2001 2002 2001
(Restated) (Unaudited) (Unaudited)
pence pence pence pence
Basic earnings/
(loss) per share (24.8) (39.3) 3.5 (34.1)
Effect per share of
exceptional items 15.9 15.5 0.3 7.6
Effect per share of
goodwill amortisation
and impairment 19.3 40.1 0.9 34.4
----------------------------------------------------------------------
Adjusted basic
earnings per share 10.4 16.3 4.7 7.9
----------------------------------------------------------------------
Diluted earnings/
(loss) per share (24.8) (39.3) 3.5 (34.1)
Effect per share
of exceptional items 15.9 15.5 0.3 7.6
Effect per share of
goodwill amortisation
and impairment 19.3 40.1 0.9 34.4
----------------------------------------------------------------------
Adjusted diluted
earnings per share 10.4 16.3 4.7 7.9
----------------------------------------------------------------------
As a constituent CONSTITUENT. He who gives authority to another to act for him. 1 Bouv. Inst. n. 893. 2. The constituent is bound with whatever his attorney does by virtue of his authority. part of our new financing arrangements on 9 April 2002, 150,174,595 new ordinary shares were issued at 50p per share on the basis of three new ordinary shares for every five existing ordinary shares. In accordance with FRS 14 "Earnings per share", the earnings per share for all previously reported periods have been restated to reflect the effect of the bonus element of the rights issue. The actual cum rights Cum Rights A situation in which the shares held by holders of record are qualified for a rights offering declared by a company. Notes: Shares that are trading cum-rights can be sold to another individual with the rights attached. price on 18 March 2002, the last day of quotation QUOTATION, practice. The allegation of some authority or case, or passage of some law, in support of a position which it is desired to establish. 2. Quotations when properly made, assist the reader, but when misplaced, they are inconvenient. cum rights, was 101.5p per share and the theoretical ex-rights price for an ordinary share was 82.2p per share.
8 Stocks 28 29
September September
2002 2001
(pound)m (pound)m
Raw materials and consumables 29.6 42.2
Work in progress 7.9 15.7
Finished goods 31.6 36.4
-----------------------------------------------------------
69.1 94.3
Property 8.6 11.3
-----------------------------------------------------------
77.7 105.6
-----------------------------------------------------------
9 Borrowings (a) On 20 February February: see month. 2002 the Group announced new financing arrangements to replace the existing multi-currency revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. facility. This included a new committed senior credit facility consisting of a five year amortising $300m term loan, a six year $70m term loan, a five year $85m revolving multi-currency facility and a 10 year (pound)150m bridge facility. On 26 March 2002 the Company received the proceeds of a (pound)100m senior subordinated Subordinated A claim ranked lower in priority than other claims. Common stock claims are always subordinated to debt. note issue, priced at 10 3/8%, maturing in April 2012. The net proceeds were applied in part repayment of the bridge facility. On 9 April 2002, the Company completed a gross (pound)75.1m three for five underwritten rights issue. The net proceeds were applied in part to repay in full the balance of the bridge facility and in part against the senior credit facility. Full syndication of the senior credit facilities was completed in July July: see month. 2002. During the year the $300m term loan has been reduced to $153.7m by applying $23.0m from the rights issue proceeds, $115.1m from the net proceeds of disposals and $8.2m from operating cash flow Operating cash flow Earnings before depreciation minus taxes. Measures the cash generated from operations, not counting capital spending or working capital requirements. against the facility. The Group has entered into interest rate swaps Interest Rate Swap A deal between banks or companies where borrowers switch floating-rate loans for fixed rate loans in another country. These can be either the same or different currencies. and forward rate agreements to change a portion of its floating rate debt into fixed rate debt and so reduce the impact of changes in interest rates on the Group's interest charge. At 28 September 2002, the Company had interest rate swaps outstanding with an aggregate notional amount The notional amount (or notional principal amount or notional value) on a financial instrument is the nominal or face amount that is used to calculate payments made on that instrument. This amount generally does not change hands and is thus referred to as notional. of $183.0m of which $43.0m have not yet commenced. The Group has also entered into cross-currency swaps to change the underlying currency profile of the debt. Two contracts have been entered into to exchange an aggregate of (pound)60.0m for US dollars and Euros, such that the currency profile of the debt more closely matches the currency profile of the assets.
(b) Reconciliation of net debt to Balance Sheet
28 29
September September
2002 2001
(pound)m (pound)m
(pound)m (pound)m
Cash at bank 72.7 39.4
Current borrowing (33.4) (2.4)
Exclude current portion of deferred financing (2.8) (1.1)
costs
----------------------------------------------------------------------
Net cash 36.5 35.9
Long term lease obligations (1.6) (1.2)
10 3/8% senior subordinated notes (100.0) -
Other long term debt (112.5) (397.7)
Exclude long term portion of deferred finance (8.5) (2.9)
----------------------------------------------------------------------
Net debt at end of period (186.1) (365.9)
----------------------------------------------------------------------
10 Equity shareholders' funds
a) Following the implementation of FRS 19 "Deferred tax" (note 5),
equity shareholders' funds at 29 September 2001 have been restated as
follows.
29
September
2001
(pound)m
(restated)
Equity shareholders' funds as previously 87.2
reported
Cumulative effect on profit and loss account reserve of 26.9
implementing FRS 19
--------------------------------------------------------------------
Equity shareholders' funds as restated 114.1
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b) Reconciliation of Share Share Profit
equity shareholders' capital premium & loss Total
funds (pound)m (pound)m (pound)m (pound)m
At 29 September 2001
(restated) 125.1 239.0 (250.0) 114.1
Loss for the period - - (87.0) (87.0)
Share issue 75.1 (4.8) - 70.3
Goodwill written back
on disposals previously - - 65.1 65.1
written off
Currency realignment - - (5.7) (5.7)
--------------------------------------------------------------------
At 28 September 2002 200.2 234.2 (277.6) 156.8
--------------------------------------------------------------------
The costs associated with the rights issue (see note 7) have been
charged to the share premium account. The shares were issued and the
proceeds of (pound)75.1 million were received on 9 April 2002.
11 Foreign currency translation
The results of subsidiary companies reporting in currencies other
than Pounds Sterling have been translated at the average rate
prevailing for each month for the 52 weeks to 28 September 2002.
52 weeks 52 weeks 13 weeks 13 weeks to
to 28 to 29 to 28 29
September September September September
2002 2001 2002 2001
$/(pound) $/(pound) $/(pound) $/(pound)
Weighted average
exchange rate for
sales and profit 1.47 1.44 1.55 1.42
Closing rate 1.55 1.47
12 US GAAP reconciliation (unaudited)
52 weeks to 52 weeks to
28 September 29 September
2002 2001
(pound)m (pound)m
(Restated)
Net (loss)
Net loss under UK GAAP (87.0) (120.7)
Items (decreasing)/increasing
UK GAAP operating loss
- Goodwill amortisation (13.5) (16.6)
- Goodwill impairment - 9.8
- Pension costs (2.5) 5.9
- Sale/leaseback transactions 0.1 (1.3)
- Restructuring charges (0.4) 0.4
- Share option plans 1.1 -
- Derivative instruments (4.0) (0.6)
- Loss contingency 2.4 -
- Other (0.7) 0.5
Items increasing/(decreasing)
UK GAAP non-operating loss
- Deferred taxation (16.5) 8.1
- Gain on sale of businesses 18.0 0.8
----------------------------------------------------------------------
Net loss in accordance with US GAAP (103.0) (113.7)
----------------------------------------------------------------------
13 Reconciliation of like-for-like information (unaudited)
The effect of Acquisitions and Disposals is calculated by removing
actual results of disposed food equipment businesses at actual rates
and including pro forma results for acquisitions in prior year
results.
The effect of foreign exchange is calculated by retranslating current
year ongoing food equipment results at rates used to translate prior
year results
52 weeks to Effect of
28 September Effect of Foreign Proforma
2002 Disposals Exchange 2002
(pound)m (pound)m (pound)m (pound)m
a) Turnover
Food Service Equipment 469.9 (25.0) 10.2 455.1
- North America
Food Service Equipment 144.4 (8.0) (1.1) 135.3
- Europe and Asia
----------------------------------------------------------------------
Food Service Equipment 614.3 (33.0) 9.1 590.4
Food Retail Equipment 152.8 (27.0) 2.1 127.9
----------------------------------------------------------------------
Food Equipment 767.1 (60.0) 11.2 718.3
----------------------------------------------------------------------
b) Operating profit
Food Service Equipment 60.8 (1.6) 1.7 60.9
- North America
Food Service Equipment 9.7 (0.6) (0.1) 9.0
- Europe and Asia
----------------------------------------------------------------------
Food Service Equipment 70.5 (2.2) 1.6 69.9
Food Retail Equipment (3.3) (2.2) (0.3) (5.8)
----------------------------------------------------------------------
Food Equipment 67.2 (4.4) 1.3 64.1
----------------------------------------------------------------------
Effect of
52 weeks to Acquisitions,
29 September Disposals & Proforma Like-
2001 Reallocations 2001 for-like
(pound)m (pound)m (pound)m %
a) Turnover
Food Service Equipment 498.7 (47.0) 451.7 1%
- North America
Food Service Equipment 185.4 (39.3) 146.1 (7%)
- Europe and Asia
----------------------------------------------------------------------
Food Service Equipment 684.1 (86.3) 597.8 (1%)
Food Retail Equipment 203.1 (49.7) 153.4 (17%)
----------------------------------------------------------------------
Food Equipment 887.2 (136.0) 751.2 (4%)
----------------------------------------------------------------------
b) Operating profit
Food Service Equipment 62.6 (3.4) 59.2 3%
- North America
Food Service Equipment 17.7 (3.8) 13.9 (35%)
- Europe and Asia
----------------------------------------------------------------------
Food Service Equipment 80.3 (7.2) 73.1 (4%)
Food Retail Equipment 10.4 (4.2) 6.2 (194%)
----------------------------------------------------------------------
Food Equipment 90.7 (11.4) 79.3 (19%)
----------------------------------------------------------------------
13 weeks to Effect of
28 September Effect of Foreign Proforma
2002 Disposals Exchange 2002
(pound)m (pound)m (pound)m (pound)m
a) Turnover
Food Service Equipment 116.8 - 9.4 126.2
- North America
Food Service Equipment 35.0 - (0.6) 34.4
- Europe and Asia
----------------------------------------------------------------------
Food Service Equipment 151.8 - 8.8 160.6
Food Retail Equipment 28.0 - 2.1 30.1
----------------------------------------------------------------------
Food Equipment 179.8 - 10.9 190.7
----------------------------------------------------------------------
b) Operating profit
Food Service Equipment 18.6 - 1.5 20.1
- North America
Food Service Equipment 2.7 - (0.1) 2.6
- Europe and Asia
----------------------------------------------------------------------
Food Service Equipment 21.3 - 1.4 22.7
Food Retail Equipment (3.6) - (0.2) (3.8)
----------------------------------------------------------------------
Food Equipment 17.7 - 1.2 18.9
----------------------------------------------------------------------
Effect of
13 weeks to Acquisitions
29 September Disposals & Proforma Like-
2001 Reallocations 2001 for-like
(pound)m (pound)m (pound)m %
a) Turnover
Food Service Equipment 133.6 (11.5) 122.1 3%
- North America
Food Service Equipment 50.8 (12.0) 38.8 (11%)
- Europe and Asia
----------------------------------------------------------------------
Food Service Equipment 184.4 (23.5) 160.9 (0%)
Food Retail Equipment 55.1 (14.4) 40.7 (26%)
----------------------------------------------------------------------
Food Equipment 239.5 (37.9) 201.6 (5%)
----------------------------------------------------------------------
b) Operating profit
Food Service Equipment 21.7 (0.9) 20.8 (3%)
- North America
Food Service Equipment 3.9 (1.5) 2.4 8%
- Europe and Asia
----------------------------------------------------------------------
Food Service Equipment 25.6 (2.4) 23.2 (2%)
Food Retail Equipment 4.0 (2.1) 1.9 (300%)
----------------------------------------------------------------------
Food Equipment 29.6 (4.5) 25.1 (25%)
----------------------------------------------------------------------
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