SEC Company Response from ENODIS PLC (CIK 0001116547) — Apr 29, 2005
ENODIS PLC (CIK 0001116547)
Date: April 29, 2005 · CIK: 0001116547 · Accession: 0001144204-05-013308
AI Filing Summary & Sentiment
Referenced dates: April 18, 2005, March 16, 2005
Letter
Unassociated Document
Shack Siegel Katz & Flaherty P.C.
Counselors-at-Law
530 Fifth Avenue
New York, New York 10036
TELEPHONE: (212) 782-0700
FACSIMILE: (212) 730-1964
Pamela E. Flaherty
Direct Dial: (212) 782-0708
pflaherty@sskfny.com
Direct Fax: (646) 366-3724
April 29, 2005
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Mr. John Hartz
Senior Assistant Chief Accountant
Re: Enodis plc - Form 20-F for the fiscal year ended October 2, 2004
File No. 1-15032
Ladies and Gentlemen:
This letter is in response to your comment letter dated April 18, 2005 (the “Staff’s Letter”) regarding the Staff’s review of the above referenced Form 20-F (the “20-F”) of Enodis plc (the “Company”). For ease of reference, we have included your headings and comments along with our responses.
Comment applicable to your overall filing
Comment 1.
Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like. Some of our comments refer to U.S. GAAP literature. If your accounting under U.K. GAAP differs from your accounting under U.S. GAAP, please also show us the additional disclosure that will be included in your U.S. GAAP reconciliation footnote. These revisions should be included in your future filings beginning to the extent practical with your report of Form 6-K accounting results for the 26 weeks ending about April 2, 2005.
Response:
The Company’s responses and suggested additional disclosures for future filings are set forth below.
Shack Siegel Katz & Flaherty P.C.
Securities and Exchange Commission
April 29,
Item 3. Key Information
Selected Financial Data, Page 2
Comment 2.
Based on your response to our comment 2 [in the Staff’s previous letter dated March 16, 2005], we would not object to your suggestion regarding only including the ADS information in the Selected Financial Data.
Response:
The Company advises that it will make disclosure of the ADS information in the Selected Financial Data in future filings.
Financial Statements
2. Accounting policies, Page F-8
Comment 3.
We have read your response to our comments 11 and 12. Please expand your disclosure to specify which line item within operating profit/(loss) your licensing costs and shipping, handling, inspection and distribution costs incurred by you are included. If you currently exclude these shipping related costs from food equipment costs, please disclose:
Ÿ
in a footnote the line items that these excluded costs are included in and the amounts included in each line item for each period presented, and
Ÿ
in MD&A that your gross margins may not be comparable to those of other entities, since some entities include these costs in cost of sales and others like you exclude these costs from gross margin, including them instead in a line item, such as corporate costs.
Refer to paragraph 6 of EITF 00-10.
Response:
The Company advises that all licensing and shipping, handling, inspection and distribution costs are included in the food equipment operating profit/(loss) line item shown on the Consolidated Statements of Profit and Loss Account. The Company does not include such amounts within corporate costs.
The Company proposes to confirm this in its future MD&A discussions to assist the users of our financial statements. Additionally, the Company will clarify its accounting policy disclosures in Note 2 to the financial statements in its future Form 20-F filings as follows:
“Shipping, handling, inspection and distribution costs. All shipping, handling, inspection and distribution costs incurred are included in food equipment operating profit/(loss).
Licensing costs. Costs incurred in connection with licensing intellectual property from third parties are included in food equipment operating profit/(loss).”
Shack Siegel Katz & Flaherty P.C.
Securities and Exchange Commission
April 29,
28. Supplementary Information for U.S. Investors
Consolidated Statements of Cash Flows, Page F-54
Comment 4.
We have read your response to our comment 17. It appears as though the detail relating to operating activities was excluded. Ensure this information is included in your disclosure in future filings.
Response:
The Company proposes to include additional information relating to operating activities on page F-54 in its future Form 20-F filings, as follows:
“Consolidated U.K. GAAP cash flow information as presented in accordance with U.S. GAAP:
(53 weeks)
(52 weeks)
(52 weeks)
(in millions)
Cash was provided by/(used in):
Operating activities:
Net income
£43.9
£9.4
£(87.0
)
Depreciation
11.5
12.4
15.7
Amortization of goodwill
12.2
13.8
67.9
Deferred taxation
(25.0
)
(0.1
)
(0.8
)
(Gain)/loss on sale
(2.2
)
(3.3
)
38.1
Equity minority interests
0.1
0.1
0.2
Changes in operating assets and liabilities:
- Provisions (net)
(3.3
)
1.7
(7.8
)
- (Increase)/decrease in stock
(10.8
)
2.6
11.4
- Decrease/(increase) in debtors
2.1
7.5
19.7
- Increase/(decrease) in creditors
23.9
3.4
(11.4
)
Net cash inflow/(outflow) from operating activities
52.4
47.5
46.0
Investing activities:
Payments to acquire tangible fixed assets
(14.0
)
(10.0
)
(9.9
)
Receipts from sale of tangible fixed assets
0.6
0.6
0.9
Acquisition of subsidiary undertakings
(0.8
)
-
-
Proceeds on disposal of subsidiary undertakings
-
-
88.6
Investing activities
(14.2
)
(9.4
)
79.6
Financing activities:
Issue of shares
0.4
-
70.3
Additional borrowings
29.8
-
160.8
Repayment of borrowings
(92.8
)
(32.3
)
(403.3
)
Capital element of finance lease repayments
-
(0.2
)
(0.5
)
Issue of 10⅜% senior subordinated bonds
-
-
100.0
Financing fees paid
(0.5
)
-
(18.9
)
Financing activities
(63.1
)
(32.5
)
(91.6
)
Discontinued operations
-
(1.3
)
-
Currency realignment
(0.4
)
0.7
(0.7
)
Net increase/(decrease) in cash
(25.3
)
5.0
33.3
Cash and cash equivalents at the beginning of the period
77.7
72.7
39.4
Cash and cash equivalents at the end of the period
£52.4
£77.7
£72.7”
Shack Siegel Katz & Flaherty P.C.
Securities and Exchange Commission
April 29,
We are available to discuss any of the Company’s responses and await any further comments the Staff may have concerning these responses. Please feel free to call the undersigned at (212)782-0708.
Very truly yours,
/s/ Pamela E.
Flaherty
Show Raw Text
CORRESP
1
filename1.htm
Unassociated Document
Shack Siegel Katz &
Flaherty P.C.
Counselors-at-Law
530 Fifth Avenue
New York, New
York 10036
TELEPHONE: (212)
782-0700
FACSIMILE: (212)
730-1964
Pamela E. Flaherty
Direct
Dial: (212) 782-0708
pflaherty@sskfny.com
Direct
Fax: (646) 366-3724
April 29, 2005
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention:
Mr. John Hartz
Senior Assistant Chief
Accountant
Re:
Enodis plc - Form 20-F for the fiscal year
ended October 2, 2004
File No.
1-15032
Ladies
and Gentlemen:
This
letter is in response to your comment letter dated April 18, 2005 (the “Staff’s
Letter”) regarding the Staff’s review of the above referenced Form 20-F (the
“20-F”) of Enodis plc (the “Company”). For ease of reference, we have included
your headings and comments along with our responses.
Comment
applicable to your overall filing
Comment
1.
Where
a comment below requests additional disclosures or other revisions to be
made, please show us in your supplemental response what the revisions will
look like. Some of our comments refer to U.S. GAAP literature. If your
accounting under U.K. GAAP differs from your accounting under U.S. GAAP,
please also show us the additional disclosure that will be included in
your U.S. GAAP reconciliation footnote. These revisions should be included
in your future filings beginning to the extent practical with your report
of Form 6-K accounting results for the 26 weeks ending about April 2,
2005.
Response:
The
Company’s responses and suggested additional disclosures for future
filings are set forth below.
Shack
Siegel Katz & Flaherty P.C.
Securities and Exchange
Commission
2
April 29,
2005
Item
3. Key
Information
Selected
Financial Data, Page 2
Comment
2.
Based
on your response to our comment 2 [in the Staff’s previous letter dated
March 16, 2005], we would not object to your suggestion regarding only
including the ADS information in the Selected Financial
Data.
Response:
The
Company advises that it will make disclosure of the ADS information in the
Selected Financial Data in future filings.
Financial
Statements
2.
Accounting policies, Page F-8
Comment
3.
We
have read your response to our comments 11 and 12. Please expand your
disclosure to specify which line item within operating profit/(loss) your
licensing costs and shipping, handling, inspection and distribution costs
incurred by you are included. If you currently exclude these shipping
related costs from food equipment costs, please
disclose:
Ÿ
in
a footnote the line items that these excluded costs are included in and
the amounts included in each line item for each period presented, and
Ÿ
in
MD&A that your gross margins may not be comparable to those of other
entities, since some entities include these costs in cost of sales and
others like you exclude these costs from gross margin, including them
instead in a line item, such as corporate
costs.
Refer to
paragraph 6 of EITF 00-10.
Response:
The
Company advises that all licensing and shipping, handling, inspection and
distribution costs are included in the food equipment operating
profit/(loss) line item shown on the Consolidated Statements of Profit and
Loss Account. The Company does not include such amounts within corporate
costs.
The
Company proposes to confirm this in its future MD&A discussions to assist
the users of our financial statements. Additionally, the Company will clarify
its accounting policy disclosures in Note 2 to the financial statements in its
future Form 20-F filings as follows:
“Shipping,
handling, inspection and distribution costs. All
shipping, handling, inspection and distribution costs incurred are included in
food equipment operating profit/(loss).
Licensing
costs. Costs
incurred in connection with licensing intellectual property from third parties
are included in food equipment operating profit/(loss).”
Shack
Siegel Katz & Flaherty P.C.
Securities and Exchange
Commission
3
April 29,
2005
28.
Supplementary Information for U.S. Investors
Consolidated
Statements of Cash Flows, Page F-54
Comment
4.
We
have read your response to our comment 17. It appears as though the detail
relating to operating activities was excluded. Ensure this information is
included in your disclosure in future
filings.
Response:
The
Company proposes to include additional information relating to operating
activities on page F-54 in its future Form 20-F filings, as follows:
“Consolidated
U.K. GAAP cash flow information as presented in accordance with U.S.
GAAP:
2004
(53
weeks)
2003
(52
weeks)
2002
(52
weeks)
(in
millions)
Cash
was provided by/(used in):
Operating
activities:
Net
income
£43.9
£9.4
£(87.0
)
Depreciation
11.5
12.4
15.7
Amortization
of goodwill
12.2
13.8
67.9
Deferred
taxation
(25.0
)
(0.1
)
(0.8
)
(Gain)/loss
on sale
(2.2
)
(3.3
)
38.1
Equity
minority interests
0.1
0.1
0.2
Changes
in operating assets and liabilities:
-
Provisions (net)
(3.3
)
1.7
(7.8
)
-
(Increase)/decrease in stock
(10.8
)
2.6
11.4
-
Decrease/(increase) in debtors
2.1
7.5
19.7
- Increase/(decrease) in creditors
23.9
3.4
(11.4
)
Net
cash inflow/(outflow) from operating activities
52.4
47.5
46.0
Investing
activities:
Payments
to acquire tangible fixed assets
(14.0
)
(10.0
)
(9.9
)
Receipts
from sale of tangible fixed assets
0.6
0.6
0.9
Acquisition
of subsidiary undertakings
(0.8
)
-
-
Proceeds
on disposal of subsidiary undertakings
-
-
88.6
Investing
activities
(14.2
)
(9.4
)
79.6
Financing
activities:
Issue
of shares
0.4
-
70.3
Additional
borrowings
29.8
-
160.8
Repayment
of borrowings
(92.8
)
(32.3
)
(403.3
)
Capital
element of finance lease repayments
-
(0.2
)
(0.5
)
Issue
of 10⅜% senior subordinated bonds
-
-
100.0
Financing
fees paid
(0.5
)
-
(18.9
)
Financing
activities
(63.1
)
(32.5
)
(91.6
)
Discontinued
operations
-
(1.3
)
-
Currency
realignment
(0.4
)
0.7
(0.7
)
Net
increase/(decrease) in cash
(25.3
)
5.0
33.3
Cash
and cash equivalents at the beginning of the period
77.7
72.7
39.4
Cash
and cash equivalents at the end of the period
£52.4
£77.7
£72.7”
Shack
Siegel Katz & Flaherty P.C.
Securities and Exchange
Commission
4
April 29,
2005
We are
available to discuss any of the Company’s responses and await any further
comments the Staff may have concerning these responses. Please feel free to call
the undersigned at (212)782-0708.
Very truly yours,
/s/ Pamela E.
Flaherty