Enodis PLC -- Preliminary Results For The 52 Weeks Ended 27 September 2003 -- Part 2


LONDON, Nov. 18, 2003 (PRIMEZONE) -- Enodis PLC (NYSE:ENO) (LSE:ENO) Part II



 Group profit and loss account
 52 weeks to 27 September 2003


                                     52 weeks to 27 September 2003
                                     Before    Exceptional    Total
                                exceptional         items
                                      items      (note 4)
                        Notes          GBPm          GBPm      GBPm
  Turnover
  Food Equipment                      663.7            --     663.7
  Property                             15.7            --      15.7
                            1,        679.4            --     679.4
                            2
  Operating profit/(loss) before goodwill
  amortisation
  Food Equipment                       64.9         (4.7)      60.2
  Property                              5.4         (3.3)       2.1
  Corporate                            (9.5)        (4.5)     (14.0)
  costs
                                        60.8       (12.5)      48.3
  Goodwill amortisation and            (13.8)           --    (13.8)
  impairment
  Operating                 3           47.0       (12.5)      34.5
  profit/(loss)
  Profit /(loss)            4             --         3.3        3.3
  on disposal of
  business
  Profit/(loss)                         47.0        (9.2)      37.8
  on ordinary
  activities
  before
  interest and
  taxation
  Net interest                         (21.9)           --    (21.9)
  payable and
  similar
  charges
  Profit/(loss)                         25.1        (9.2)      15.9
  on ordinary
  activities
  before
  taxation
  Tax on                    5           (8.2)        1.8       (6.4)
  profit/(loss)
  on ordinary
  activities
  Profit/(loss)                         16.9        (7.4)       9.5
  on ordinary
  activities
  after taxation
  Equity                                (0.1)           --     (0.1)
  minority
  interests
  Retained                              16.8        (7.4)       9.4
  profit/(loss)
  Earnings/(loss)           6                                 pence
  per share
  (pence)
  Basic                                                         2.4
  earnings/(loss)
  per share
  Adjusted basic                                                7.7
  earnings/(loss) per share
  Diluted                                                       2.4
  earnings/(loss)
  per share
  Adjusted diluted earnings/(loss) per                          7.7
  share





                                   52 weeks to 28 September 2002
                                      Before   Exceptional
                                 exceptional        items
                                      items      (note 4)     Total
                        Notes          GBPm          GBPm      GBPm
  Turnover
  Food Equipment                      777.1            --     777.1
  Property                             16.1            --      16.1
                            1,        793.2            --     793.2
                            2
  Operating profit/(loss)
  before goodwill
  amortisation
  Food Equipment                       67.2         (8.9)      58.3
  Property                              8.0            --       8.0
  Corporate                            (7.9)        (0.5)      (8.4)
  costs
                                       67.3         (9.4)      57.9
  Goodwill amortisation and           (19.0)       (48.9)     (67.9)
  impairment
  Operating                 3          48.3        (58.3)     (10.0)
  profit/(loss)
  Profit /(loss)            4            --        (38.1)     (38.1)
  on disposal of
  business
  Profit/(loss)                        48.3        (96.4)     (48.1)
  on ordinary
  activities
  before
  interest and
  taxation
  Net interest                        (29.3)        (8.4)     (37.7)
  payable and
  similar
  charges
  Profit/(loss)                        19.0       (104.8)     (85.8)
  on ordinary
  activities
  before
  taxation
  Tax on                    5          (1.2)         0.2       (1.0)
  profit/(loss)
  on ordinary
  activities
  Profit/(loss)                        17.8       (104.6)     (86.8)
  on ordinary
  activities
  after taxation
  Equity                               (0.2)           --      (0.2)
  minority
  interests
  Retained                             17.6       (104.6)     (87.0)
  profit/(loss)
  Earnings/(loss)           6                                 pence
  per share
  (pence)
  Basic                                                       (24.8)
  earnings/(loss)
  per share
  Adjusted basic                                               10.4
  earnings/(loss) per share
  Diluted                                                     (24.8)
  earnings/(loss)
  per share
  Adjusted diluted                                             10.4
  earnings/(loss) per share




                                        52 weeks to     52 weeks to
                                       27 September    28 September
                                               2003            2002
  Group statement                              GBPm            GBPm
  of total
  recognised
  gains and
  (losses)
  Gain/(loss) for                               9.4          (87.0)
  the period
  Goodwill written                               --           65.1
  back on
  disposals,
  previously
  written off
  Currency translation differences on          (4.6)          (5.7)
  foreign currency net investments
  Total recognised                              4.8          (27.6)
  gains and
  (losses) for the
  period

  Group profit and loss account
  13 weeks to 27 September 2003



                               13 weeks to 27 September 2003
                              Before       Exceptional        Total
                         exceptional            items
                              items          (note 4)
                  Notes        GBPm              GBPm          GBPm
                         (unaudited)      (unaudited)   (unaudited)

  Turnover
  Food                        181.1                --         181.1
  Equipment
  Property                     15.7                --          15.7
  Total           1, 2        196.8                --         196.8
  turnover
  Operating
  profit/(loss) before
  goodwill
  amortisation
  Food                         22.7             (2.8)          19.9
  Equipment
  Property                      5.4             (0.8)           4.6
  Corporate                    (3.3)            (1.7)          (5.0)
  costs
                               24.8             (5.3)          19.5
  Goodwill                     (3.6)               --          (3.6)
  amortisation
  Operating          3         21.2             (5.3)          15.9
  profit/(loss)
  Profit                         --              0.8            0.8
  /(loss) on
  disposal of
  business
  Profit/(loss)                21.2             (4.5)          16.7
  on ordinary
  activities
  before
  interest and
  taxation
  Net interest                 (5.5)               --          (5.5)
  payable and
  similar
  charges
  Profit/(loss)                15.7             (4.5)          11.2
  on ordinary
  activities
  before
  taxation
  Tax on                       (4.9)             1.8           (3.1)
  profit/(loss)
  on ordinary
  activities
  Profit/(loss)                10.8             (2.7)           8.1
  on ordinary
  activities
  after
  taxation
  Equity                      (0.1)                --          (0.1)
  minority
  interests
  Retained                    10.7              (2.7)           8.0
  profit/(loss)
  Earnings/(loss)    6                                        pence
  per share
  (pence)
                                                        (unaudited)
  Basic earnings/(loss) per share                               2.0
  Adjusted basic earnings/(loss) per share                      3.6
  Diluted earnings/(loss) per share                             2.0
  Adjusted diluted earnings/(loss) per share                    3.6


                                13 weeks to 28 September 2002
                                 Before   Exceptional
                            exceptional        items
                                 items      (note 4)          Total
                   Notes          GBPm          GBPm           GBPm
                           (unaudited)   (unaudited)    (unaudited)
  Turnover
  Food Equipment                 181.9            --          181.9
  Property                        16.1            --           16.1
  Total turnover    1, 2         198.0            --          198.0
  Operating
  profit/(loss) before
  goodwill amortisation
  Food Equipment                  17.7         (0.5)           17.2
  Property                         8.0            --            8.0
  Corporate                       (1.7)        (0.2)           (1.9)
  costs
                                  24.0         (0.7)           23.3
  Goodwill                        (3.8)           --           (3.8)
  amortisation
  Operating            3          20.2         (0.7)           19.5
  profit/(loss)
  Profit /(loss)                    --         (0.8)           (0.8)
  on disposal of
  business
  Profit/(loss)                   20.2         (1.5)           18.7
  on ordinary
  activities
  before
  interest and
  taxation
  Net interest                    (6.4)           --           (6.4)
  payable and
  similar
  charges
  Profit/(loss)                   13.8         (1.5)           12.3
  on ordinary
  activities
  before
  taxation
  Tax on                           1.3          0.2             1.5
  profit/(loss)
  on ordinary
  activities
  Profit/(loss)
  on ordinary                     15.1         (1.3)           13.8
  activities
  after taxation
  Equity                            --            --             --
  minority
  interests
  Retained                        15.1         (1.3)           13.8
  profit/(loss)
  Earnings/(loss)      6                                      pence
  per share
  (pence)
                                                        (unaudited)
  Basic earnings/(loss)                                         3.5
  per share
  Adjusted basic                                                4.7
  earnings/(loss) per
  share
  Diluted                                                       3.5
  earnings/(loss) per
  share
  Adjusted diluted                                              4.7
  earnings/(loss) per
  share





  Group                                  13 weeks to    13 weeks to
  statement of                          27 September   28 September
  total                                         2003           2002
  recognised                                    GBPm           GBPm
  gains and
  (losses)
                                         (unaudited)    (unaudited)
  Gain/(loss)                                    8.0           13.8
  for the
  period
  Goodwill                                        --             --
  written back
  on disposals,
  previously
  written off
  Currency translation                          (0.7)          (3.0)
  differences on foreign
  currency net investments
  Total                                          7.3           10.8
  recognised
  gains and
  (losses) for
  the period


  Group balance sheet



                                       27 September    28 September
                                               2003            2002
                                               GBPm            GBPm
  Fixed assets
  Intangible assets: Goodwill                 208.8           235.4
  Tangible assets                              81.6            88.0
  Investments                                   5.0             5.9
                                              295.4           329.3
  Current assets
  Stocks                                       75.2            77.7
  Debtors                                     118.3           127.4
  Deferred tax asset                           23.8            25.3
  Cash at bank and in hand                     77.7            72.7
                                              295.0           303.1
  Creditors falling due within one
  year
  Borrowings                                  (49.3)          (33.4)
  Other creditors                            (174.6)         (183.8)
                                             (223.9)         (217.2)
  Net current assets                           71.1            85.9
  Total assets less current                   366.5           415.2
  liabilities
  Financed by:
  Creditors falling due after more
  than one year
  Borrowings                                  160.2           214.1
  Provisions for liabilities and               44.6            44.3
  charges
                                              204.8           258.4
  Capital and reserves
  Called up equity share capital              200.2           200.2
  Share premium account                       234.2           234.2
  Profit and loss account                    (272.8)         (277.6)
  Equity shareholders' funds                  161.6           156.8
  Equity minority interests                     0.1              --
                                              366.5           415.2
  Group cash flow statement



                                        52 weeks to     52 weeks to
                                       27 September    28 September
                                               2003            2002
                             Notes             GBPm            GBPm
  Net cash flow from
  operations before                            80.0           100.0
  exceptional items
  Net cash flow effect of                      (6.5)          (27.4)
  exceptional items
  Net cash
  inflow/(outflow) from         (a)            73.5            72.6
  operating activities
  Return on investments
  and servicing of finance
  Interest paid                               (18.9)          (23.3)
  Financing fees paid                            --           (18.9)
                                              (18.9)          (42.2)
  Taxation
  Overseas and UK tax paid                     (7.1)           (3.3)
  Capital expenditure and
  financial investment
  Payments to acquire                         (10.0)           (9.9)
  tangible fixed assets
  Receipts from sale of                         0.6             0.9
  tangible fixed assets
                                               (9.4)           (9.0)
  Acquisitions and
  disposals
  Disposal of subsidiary                       (1.3)           88.6
  undertakings
                                               (1.3)           88.6
  Cash inflow/(outflow)                        36.8           106.7
  before financing
  Financing
  Issue of shares                                --            70.3
  Net increase/(decrease) in term             (32.3)         (242.5)
  loans and other borrowings
  Issue of 10 3/8% senior subordinated           --           100.0
  notes
  Capital element of finance lease             (0.2)           (0.5)
  payments
                                              (32.5)          (72.7)
  Increase/(decrease) in cash in                4.3            34.0
  the period

  Notes to the group cash flow statement


  (a) Reconciliation of operating profit/(loss) to net cash
      inflow/(outflow) from operating activities


                                 52 weeks to 27 September 2003
                                    Before        Effect of   Total
                               exceptional      exceptional
                                     items            items
                                      GBPm             GBPm    GBPm
  Operating profit/(loss)             47.0            (12.5)   34.5
  Depreciation                        12.4               --    12.4
  Amortisation                        13.8               --    13.8
  /impairment of goodwill
  Increase/(decrease) in              (2.8)             4.5     1.7
  provisions
  (Increase)/decrease in               2.6               --     2.6
  stock
  (Increase)/decrease in               7.5               --     7.5
  debtors
  Increase/(decrease) in              (0.5)             1.5     1.0
  creditors
  Net cash                            80.0             (6.5)   73.5
  inflow/(outflow) from
  operating activities




                                52 weeks to 28 September 2002
                                   Before       Effect of
                              exceptional     exceptional
                                    items           items     Total
                                     GBPm            GBPm      GBPm
  Operating                          48.3          (58.3)    (10.0)
  profit/(loss)
  Depreciation                       15.7              --      15.7
  Amortisation                       19.0            48.9      67.9
  /impairment of
  goodwill
  Increase/(decrease) in             (2.2)           (5.6)     (7.8)
  provisions
  (Increase)/decrease in              5.5             5.9      11.4
  stock
  (Increase)/decrease in             19.7              --      19.7
  debtors
  Increase/(decrease) in             (6.0)          (18.3)    (24.3)
  creditors
  Net cash                          100.0           (27.4)     72.6
  inflow/(outflow) from
  operating activities

  (b) Reconciliation of net cash flow to movement in net debt



                                       27 September    28 September
                                               2003            2002
                                               GBPm            GBPm
  Net debt at the start of period            (186.1)         (365.9)
  Increase/(decrease) in net cash               4.3            34.0
  in the period
  Issue of 10 3/8% senior subordinated           --          (100.0)
  notes
  Net (increase)/decrease in other             32.5           241.5
  loans
  Translation differences                       9.6             4.3
  Net debt at the end of the period          (139.7)         (186.1)

  Notes to the group cash flow statement (continued)


  (c) Reconciliation of net debt to balance sheet



                                       27 September    28 September
                                               2003            2002
                                               GBPm            GBPm
  Cash at bank and in hand                     77.7            72.7
  Short term borrowing                        (49.3)          (33.4)
  Long term borrowing                        (160.2)         (214.1)
                                             (131.8)         (174.8)
  Exclude deferred financing costs             (7.9)          (11.3)
                                             (139.7)         (186.1)

Notes to the financial statements

1. Basis of Preparation

The accounts in this statement do not comprise full accounts within the meaning of section 240 of the Companies Act 1985. The figures for the 52 weeks to 28 September 2002 are based upon the 2002 Annual Report but do not comprise statutory accounts for that period. The audited financial statements for the 52 weeks to 28 September 2002 have been delivered to the Registrar of Companies. The Auditors made an unqualified report on those accounts and their report did not contain any statement under section 237 (2) or (3) of the Companies Act 1985.

The figures for the 13 week period to 27 September 2003 and 28 September 2002 have been extracted from underlying accounting records and have been prepared in accordance with accounting principles generally accepted in the United Kingdom ("U.K. GAAP"). The quarterly financial statements are unaudited but include all adjustments (consisting of normal recurring adjustments) which the Group's management considers necessary for a fair presentation of the financial position of the Group as of such dates and the operating results and cash flows for those periods. Certain information and footnote disclosures normally included in statutory financial statements prepared in accordance with U.K. GAAP have been condensed or omitted.

U.K. GAAP differs in certain significant respects from accounting principles generally accepted in the United States of America ("U.S. GAAP"). The application of U.S. GAAP on the retained profit/(loss) is summarised in Note 9.

Freight and shipping revenues have previously either been booked against the original freight costs or reflected as part of turnover. As of 29 September 2002, we have chosen to adopt a consistent treatment of these revenues as part of turnover. All comparative disclosures have been reclassified in this respect. The impact on turnover is:


  Period                     As previously reported    Reclassified
                                               GBPm            GBPm
  13 weeks ended 28                           195.9           198.0
  September 2002
  52 weeks ended 28                           783.2           793.2
  September 2002

The reclassification did not have any impact on gross profit or operating profit for any period.

2. Turnover



              52 weeks to 52 weeks to    13 weeks to    13 weeks to
                       27          28   27 September   28 September
                September   September           2003           2002
                     2003        2002           GBPm           GBPm
                     GBPm        GBPm    (unaudited)    (unaudited)


  Food              408.4       474.1          109.0          117.8
  Service
  Equipment --
  North
  America
  Food              144.5       145.0           39.8           35.1
  Service
  Equipment --
  Europe/Asia
  Global Food       552.9       619.1          148.8          152.9
  Service
  Equipment
  Food Retail       110.8       158.0           32.3           29.0
  Equipment
  Food              663.7       777.1          181.1          181.9
  Equipment
  Property           15.7        16.1           15.7           16.1
                    679.4       793.2          196.8          198.0

  Notes to the financial statements (continued)

  3. Operating profit/(loss)



                               52 weeks to 27 September 2003
                                   Before                     Total
                              exceptional    Exceptional
                                    items           Items
                                     GBPm            GBPm      GBPm
  Food Service                       50.7           (3.0)      47.7
  Equipment -- North
  America
  Food Service                       10.2           (1.7)       8.5
  Equipment --
  Europe/Asia
  Global Food Service                60.9           (4.7)      56.2
  Equipment
  Food Retail                         4.0              --       4.0
  Equipment
                                     64.9           (4.7)      60.2
  Food Equipment                    (13.8)             --     (13.8)
  goodwill
  amortisation
  Food Equipment                     51.1           (4.7)      46.4
  Property                            5.4           (3.3)       2.1
  Corporate costs                    (9.5)          (4.5)     (14.0)
                                     47.0          (12.5)      34.5




                              52 weeks to 28 September 2002
                                 Before
                            exceptional       Exceptional
                                  items             items     Total
                                   GBPm              GBPm      GBPm
  Food Service                     60.8               0.2      61.0
  Equipment -- North
  America
  Food Service                      9.7              (2.5)      7.2
  Equipment --
  Europe/Asia
  Global Food                      70.5              (2.3)     68.2
  Service Equipment
  Food Retail                      (3.3)             (6.6)     (9.9)
  Equipment
                                   67.2              (8.9)     58.3
  Food Equipment                  (19.0)            (48.9)    (67.9)
  goodwill
  amortisation
  Food Equipment                   48.2             (57.8)     (9.6)
  Property                          8.0                --       8.0
  Corporate costs                  (7.9)             (0.5)     (8.4)
                                   48.3             (58.3)    (10.0)






                             13 weeks to 27 September 2003
                              Before                          Total
                         exceptional     Exceptional
                               items           items
                                GBPm            GBPm           GBPm
                         (unaudited)     (unaudited)    (unaudited)
  Food Service                  17.3           (1.3)           16.0
  Equipment
  -- North America
  Food Service                   3.3           (1.5)            1.8
  Equipment
  -- Europe/Asia
  Global Food                   20.6           (2.8)           17.8
  Service
  Equipment
  Food Retail                    2.1              --            2.1
  Equipment
                                22.7           (2.8)           19.9
  Food Equipment                (3.6)             --           (3.6)
  goodwill
  amortisation
  Food Equipment                19.1           (2.8)           16.3
  Property                       5.4           (0.8)            4.6
  Corporate costs               (3.3)          (1.7)           (5.0)
                                21.2           (5.3)          (15.9)




                             13 weeks to 28 September 2002
                             Before
                        exceptional      Exceptional
                              items            items          Total
                               GBPm             GBPm           GBPm
                        (unaudited)      (unaudited)    (unaudited)
  Food Service                 18.6              0.2           18.8
  Equipment
  -- North America
  Food Service                  2.7               --            2.7
  Equipment
  -- Europe/Asia
  Global Food                  21.3              0.2           21.5
  Service
  Equipment
  Food Retail                  (3.6)            (0.7)          (4.3)
  Equipment
                               17.7             (0.5)          17.2
  Food Equipment               (3.8)              --           (3.8)
  goodwill
  amortisation
  Food Equipment               13.9             (0.5)          13.4
  Property                      8.0               --            8.0
  Corporate costs              (1.7)            (0.2)          (1.9)
                               20.2             (0.7)          19.5

  Notes to the financial statements (continued)

  4. Exceptional items



  (a) Operating exceptional items       52 weeks to     52 weeks to
                                      27 September     28 September
                                               2003            2002
                                               GBPm            GBPm
  Restructuring costs, cost
  reduction measures and inventory              6.1             9.4
  write downs
  Vacant leasehold provisions                   3.3              --
  Litigation costs                              3.1              --
                                               12.5             9.4
  Goodwill impairment                            --            48.9
  Operating exceptional items                  12.5            58.3

2003

On 8 April 2003, the Group announced a restructuring and cost reduction programme including salaried headcount reduction and the relocation of the CEO's office to Tampa, Florida. Subsequently, further restructuring programmes were announced in Europe.

In addition, as a result of a slowdown in the property market, GBP3.3m has been recognised in respect of vacant leasehold properties.

The Group has reassessed its accruals for legal costs for defending the claims in the Consolidated Industries litigation following an adverse summary judgement on certain of the claims totalling $8.6m. The Group believes that the adverse decision is incorrect, and intends to appeal the decision. The Group's view of the outcome of the Consolidated Industries litigation remains unchanged.

2002

Restructuring costs in the 52 weeks to 28 September 2002 principally represented costs associated with the closure of excess operating capacity in our Food Retail Equipment Group. This included the write down of inventory at Kysor Warren which reflected the decline in the business and employee termination costs that resulted from a headcount reduction of 30. There was also further rationalisation of administration functions and simplification of management structures in the European businesses within the Global Food Service Equipment Group.

Following downturns in the US economy, in particular in the retail markets, it was necessary to reassess the carrying value of goodwill in respect of the Scotsman acquisition during 2001 and 2002. In accordance with the methodology presented in FRS11 "Impairment of Fixed Assets and Goodwill," which requires consideration of the net present value of estimated future cash flows, the fair value was reassessed and compared to the carrying value of net assets, including the carrying value of the goodwill. In 2001, an impairment of GBP100m was booked. In 2002, due to the poor performance of Kysor Warren, the carrying value of goodwill was written down by a further GBP48.9m.


     (b) Disposal of businesses      52 weeks to     52 weeks to
                                    27 September    28 September
                                            2003            2002
                                            GBPm            GBPm
     Profit/(loss) on disposals              3.3          (38.1)

2003

In February 2003, the Group paid GBP1.3m to release it from the majority of the warranties and indemnities that were given at the time of the disposal of one of its subsidiaries. As a result, associated accruals of GBP2.5m, along with GBP0.8m of excess provisions from other disposals have been credited to the profit and loss account in the 52 weeks ended 27 September 2003.

Notes to the financial statements (continued)

4. Exceptional Items (continued)

2002

During the 52 weeks to 28 September 2002, the Group disposed of Sammic SA, Belshaw Bros Inc, Austral Refrigeration Pty Ltd, Aladdin Temp-Rite and Prolon LLC. The Group realised a loss on these disposals of GBP41.4m after writing off goodwill of GBP65.1m previously charged against reserves.

In December 2001, GBP2.1m was paid to Nobia AB in respect of the value of net assets transferred following the sale of the Building and Consumer Products business in June 2001. As part of the disposal proceeds the Group had received a GBP20.0m vendor loan note and share warrants. In June 2002, Nobia AB's shares were listed on the Stockholm Stock Exchange and the Group received GBP24.4m being GBP20.0m for the vendor loan note, GBP0.4m compensation for early repayment of the note and GBP4.0m 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 GBP3.3m.

The net cash consideration, after expenses, of all the above disposals was used to repay debt.


  (c) Net interest payable and          52 weeks to     52 weeks to
  similar charges                      27 September    28 September
                                               2003            2002
                                               GBPm            GBPm
  Deferred financing fees written                --             4.2
  off
  Refinancing fees                               --             4.2
                                                 --             8.4

Deferred finance fees written off of GBP4.2m in the 52 weeks to 28 September 2002 related 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 paid 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.

5. Taxation



  (a) Analysis of charge in period      52 weeks to     52 weeks to
                                       27 September    28 September
                                               2003            2002
                                               GBPm            GBPm
  The tax charge for the current
  period comprised:
  UK taxation at 30% (2002:30%)                  --              --
  Foreign taxation     -- current year          7.4             5.8
                       -- prior year           (0.7)           (3.8)
                                                6.7             2.0
  Deferred taxation                             1.5            (0.8)
                                                8.2             1.2
  Tax relief on exceptional items              (1.8)           (0.2)
                                                6.4             1.0

(b) The Group tax rate benefits from the effect of tax losses brought forward. A current tax charge arises principally because of profits arising in overseas countries where there are no available losses.

Notes to the financial statements (continued)

6. Earnings/(loss) per share


                52 Weeks to 52 weeks to   13 weeks to   13 weeks to
                         27          28            27            28
                  September   September     September     September
                       2003        2002          2003          2002
                       GBPm        GBPm          GBPm          GBPm
                                          (unaudited)   (unaudited)
  Basic and             9.4       (87.0)          8.0          13.8
  diluted
  earning/(loss)
  attributable
  to shareholders
                          m           m             m             m
  Basic and           399.2       351.0         399.2         399.2
  diluted
  weighted
  average
  number of
  shares




                52 weeks to 52 weeks to   13 weeks to   13 weeks to
                         27          28            27            28
                  September   September     September     September
                       2003        2002          2003          2002
                      Pence       pence         pence         pence
                                          (unaudited)   (unaudited)
  Basic and             2.4       (24.8)          2.0           3.5
  diluted
  earnings/(loss)
  per share
  Effect per            1.8        15.9           0.7           0.3
  share of
  exceptional
  items
  Effect per            3.5        19.3           0.9           0.9
  share of
  goodwill
  amortisation
  and
  impairment
  Adjusted              7.7        10.4           3.6           4.7
  basic and
  diluted
  earnings per
  share

Adjusted earnings per share before exceptional items (note 4) and goodwill amortisation are disclosed to reflect the underlying performance of the Group.

7. Contingencies

In February 2003, a Group company received a letter from a former customer alleging a breach of contract.

On 19 September 2003, the former customer commenced legal proceedings claiming GBP6.1m in damages. The Company is still investigating the basis of the claim which has yet to be substantiated. We intend to vigorously defend our position.

8. Foreign currency translation

The results of subsidiary companies reporting in currencies other than Pounds Sterling, principally US dollars, have been translated at the following rates:



             52 weeks to  52 weeks to    13 weeks to    13 weeks to
                      27           28   27 September   28 September
               September    September           2003           2002
                    2003         2002    (unaudited)    (unaudited)


  Average           1.60         1.47           1.61           1.55
  exchange
  Rate
  GBP1= US$
  Closing           1.66         1.55           1.66           1.55
  exchange
  Rate GBP1
  =US$

Notes to the financial statements (continued)

9. Supplementary information for US Investors

Reconciliation to generally accepted accounting principles in the United States of America

The consolidated financial statements have been prepared in accordance with UK GAAP, which differs in certain significant respects from US GAAP. The following is a summary of the adjustments to operating profit/(loss) and net profit/(loss) for the period required when reconciling such amounts recorded in the consolidated financial statements to the corresponding amounts in accordance with US GAAP.



                                        52 weeks to     52 weeks to
                                      27 September     28 September
                                               2003            2002
                                               GBPm            GBPm
  Retained profit/(loss) in                     9.4           (87.0)
  accordance with UK GAAP
  Items increasing/(decreasing) UK
  GAAP operating profit/(loss)(*):
  -- Goodwill amortisation                     13.5           (13.5)
  -- Pension costs                              2.2            (2.5)
  -- Leasing transactions                      (0.1)            0.1
  -- Share option plans                         0.1             1.1
  -- Restructuring charges                      0.8            (0.4)
  -- Derivative instruments                     0.1            (4.0)
  -- Other                                     (0.5)           (0.7)
  -- Loss contingencies                         1.8             2.4
  Items increasing/(decreasing) UK
  GAAP non-operating
  profit/(loss):
  -- Deferred taxation                        (36.9)          (16.5)
  -- Capitalised interest                       0.4              --
  -- Gain on sale of businesses                  --            18.0
  Net profit/(loss) in accordance              (9.2)         (103.0)
  with US GAAP before cumulative
  effect of change in accounting
  principle
  Cumulative effect of change in              (84.9)             --
  accounting principle
  Net profit/(loss) in accordance             (94.1)         (103.0)
  with US GAAP

(*) All adjustments exclude the effect of taxes, with all tax related adjustments included within the deferred taxation line item.

Description of differences

A discussion of the material variations in the accounting principles, practices and methods used in preparing the audited consolidated financial statements in accordance with UK GAAP from the principles, practices and methods generally accepted in the US is provided in the annual report as of 28 September 2002. There are no new material variations between UK GAAP and US GAAP accounting principles, practices and methods used in preparing these consolidated financial statements other than those discussed below.

Notes to the financial statements (continued)

9. Supplementary information for US investors (continued)

Adoption of new accounting standards

Effective from 29 September 2002, under US GAAP, the Group adopted the provisions of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). In accordance with SFAS 142, goodwill is no longer amortised but instead is subject to a transitional impairment test in the year of adoption as well as annual impairment tests. Using discounted cash flow valuation methods and also considering the Group's market capitalisation, the Group reviewed the fair values of each of its reporting units. As a result of the transitional impairment test, the Group recorded a goodwill impairment charge of GBP84.9 million in its Global Food Service Equipment segment. This amount was recorded as a cumulative effect of a change in accounting principle as at 29 September 2002. The Group's annual impairment test during the year resulted in no additional goodwill impairment.

A reconciliation of the previously reported net profit/(loss) and earnings/(loss) per share to the amounts adjusted to exclude the amortisation of goodwill under US GAAP is as follows:



                                        52 weeks to     52 weeks to
                                       27 September    28 September
                                               2003            2002
                                               GBPm            GBPm
  Reported net profit/(loss) in               (94.1)         (103.0)
  accordance with US GAAP
  Add: Goodwill amortisation                     --            32.5
  Adjusted net profit/(loss) in               (94.1)          (70.5)
  accordance with US GAAP

  Basic and diluted profit/(loss) per share
  in accordance with US GAAP                     (23.6)p    (29.3)p
  Add: Goodwill amortisation                          --       9.2p
  Adjusted basic and diluted profit/(loss)
  per share in accordance with US GAAP           (23.6)p    (20.1)p

Other unaudited financial information

(i) Reconciliation of like-for-like information in the 52 weeks to 27 September 2003



                     52       52    Effect  Effect  Like-for  Like-
                  Weeks    weeks        of      of     -like   for-
                  to 27    to 28 Disposals Foreign        28   like
              September   Septem                Ex September
                   2003      ber            change      2002
                            2002
  a) Turnover     GBPm               GBPm     GBPm      GBPm      %

  Food           408.4    474.1    (25.0)    (33.4)    415.7    (2%)
  Service
  Equipment
  - North
  America
  Food           144.5    145.0     (8.0)      6.7     143.7     1%
  Service
  Equipment
  - Europe/
  Asia
  Global         552.9    619.1    (33.0)    (26.7)    559.4    (1%)
  Food
  Service
  Equipment
  Food           110.8    158.0    (27.0)    (10.9)    120.1    (8%)
  Retail
  Equipment
  Food           663.7    777.1    (60.0)    (37.6)    679.5    (2%)
  Equipment

  b)  Operating
  profit
  before
  exceptional
  items,
  goodwill
  amortisation,
  property
  and
  corporate
  costs
  Food            50.7     60.8     (1.7)     (4.1)     55.0    (8%)
  Service
  Equipment
  -- North
  America
  Food            10.2      9.7     (0.5)      0.7       9.9     3%
  Service
  Equipment
  -- Europe/
  Asia
  Global          60.9     70.5     (2.2)     (3.4)     64.9    (6%)
  Food
  Service
  Equipment
  Food             4.0     (3.3)     (2.2)      0.4      (5.1)   n/m
  Retail
  Equipment
  Food            64.9     67.2      (4.4)     (3.0)     59.8     9%
  Equipment



  (ii)     Reconciliation of like-for-like information for the 13
           weeks to 27 September 2003


                 13     13 Effect  Effect   Like-for-    Like-for-
              weeks  weeks     of      of        like         like
                 to     to  Dispo Foreign          28
                 27     28   sals      Ex   September
             Septem  Septe         change        2002
                ber   mber
               2003   2002
  a)           GBPm           GBPm   GBPm        GBPm            %
  Turnover
  Food       109.0   117.8     --   (3.6)        114.2         (5%)
  Service
  Equipment
  -- North
  America
  Food       39.8   35.1       --    2.0          37.1          7%
  Service
  Equipment
  -- Europe/
  Asia
  Global     148.8   152.9     --   (1.6)        151.3         (2%)
  Food
  Service
  Equipment
  Food        32.3   29.0      --   (0.9)         28.1         15%
  Retail
  Equipment
  Food       181.1   181.9     --   (2.5)        179.4          1%
  Equipment

  b) Operating profit before exceptional items, goodwill
  amortisation, property and corporate costs
  Food        17.3   18.6      --   (0.5)         18.1         (4%)
  Service
  Equipment
  -- North
  America
  Food         3.3    2.7      --    0.1           2.8         18%
  Service
  Equipment
  -- Europe/
  Asia
  Global      20.6   21.3      --   (0.4)         20.9         (1%)
  Food
  Service
  Equipment
  Food         2.1   (3.6)     --    0.1          (3.5)        n/m
  Retail
  Equipment
  Food        22.7   17.7      --   (0.3)         17.4         30%
  Equipment

  Other unaudited financial information (continued)

  (iii) Reconciliation of non-UK GAAP measures

  Adjusted Group profit/(loss) before tax



                    52 weeks     52 weeks     13 weeks     13 weeks
                          to           to           to           to
                          27           28           27           28
                   September    September    September    September
                        2003         2002        2003          2002
                        GBPm         GBPm         GBPm         GBPm
  Profit/(loss)         15.9        (85.8)        11.2         12.3
  before tax
  Add back:
  Goodwill              13.8         67.9          3.6          3.8
  amortisation
  and
  impairment
  Exceptional            9.2         55.9          4.5          1.5
  items
  excluding
  goodwill
  impairment
  Adjusted              38.9         38.0         19.3         17.6
  Group
  profit/(loss)
  before tax

                 This information is provided by RNS
       The company news service from the London Stock Exchange


            

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