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 |
| 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 |
| 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. |
| 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. |
| 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. |
| Shack Siegel Katz & Flaherty P.C. | ||
| Securities and Exchange Commission | 3 | April 29, 2005 |
| 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: |
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 |
| Very truly yours, | ||
| /s/ Pamela E. Flaherty |
