Financial statements Marcolin Group
Financial statements Marcolin Group
Financial statements Marcolin Group
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<strong>Financial</strong> <strong>statements</strong><br />
<strong>Marcolin</strong> <strong>Group</strong> <strong>Group</strong><br />
December 31st 2004
2<br />
Consolidated Annual Report & Accounts
Registered offi ces:<br />
<strong>Marcolin</strong> <strong>Group</strong><br />
Consolidated Annual<br />
Report & Accounts<br />
of the <strong>Marcolin</strong> <strong>Group</strong><br />
for the year ending on<br />
December 31st 2004<br />
Vallesella di Cadore (BL)<br />
Domegge di Cadore - Italy<br />
Share capital: EUR 23,596,560.00<br />
fully paid in Tax code and Belluno<br />
Companies Register no.: 01774690273<br />
REA (Repertory of Economic<br />
3<br />
& Administrative Information) no. 64334
4<br />
Consolidated Annual Report & Accounts
7<br />
8<br />
10<br />
11<br />
12<br />
24<br />
27<br />
30<br />
53<br />
54<br />
74<br />
84<br />
87<br />
90<br />
118<br />
126<br />
INDEX<br />
Corporate bodies and offi cers<br />
Structure of the <strong>Marcolin</strong> <strong>Group</strong><br />
<strong>Marcolin</strong> stock market performance<br />
Shareholder structure<br />
Report on operating performance of the <strong>Marcolin</strong> <strong>Group</strong> in the year ending on December 31st 2004<br />
Consolidated balance sheet at December 31st 2004<br />
Consolidated income statement for the year 2004<br />
Explanatory notes to consolidated accounts for the year ending on December 31st 2004<br />
Consolidated statement of cash fl ows<br />
Attachments to consolidated annual report & accounts<br />
Report on operating performance for the year ending on December 31st 2004 <strong>Marcolin</strong> S.p.A.<br />
Balance sheet as at December 31st 2004<br />
Income statement as up to December 31st 2004<br />
Explanatory notes to statutory accounts for the year ending on December 31st 2004<br />
Attachments to statutory annual report and accounts<br />
<strong>Marcolin</strong> S.p.A. statement of cash fl ows<br />
<strong>Marcolin</strong> <strong>Group</strong><br />
5
6<br />
Consolidated Annual Report & Accounts
CORPORATE BODIES AND OFFICERS<br />
BOARD OF DIRECTORS (1)<br />
Chairman and Executive Director Giovanni <strong>Marcolin</strong> Coffen<br />
Vice Chairman and Executive Director Cirillo Coffen <strong>Marcolin</strong><br />
Executive Director Maurizio Coffen <strong>Marcolin</strong><br />
Executive Director and General Manager Antonio Bortuzzo<br />
Executive Director Sandro Bartoletti<br />
Director Maurizio Dallocchio<br />
Director Enrico Petocchi<br />
Director Emanuele Alemagna<br />
Director Giorgio Drago<br />
REMUNERATION COMMITTEE<br />
Emanuele Alemagna<br />
Giorgio Drago<br />
Maurizio Dallocchio<br />
President<br />
INTERNAL AUDITING COMMITTEE<br />
Maurizio Dallocchio<br />
Giorgio Drago<br />
Emanuele Alemagna<br />
President<br />
BOARD OF STATUTORY AUDITORS (1) (1)<br />
President Diego Rivetti<br />
Standing statutory auditor Osvaldo Galeazzo D’Ambrosi<br />
Standing statutory auditor Rino Funes<br />
Substitute statutory auditor Emilio Grazioli<br />
Substitute statutory auditor Giannantonio Guazzotti<br />
INDEPENDENT AUDITOR<br />
Pricewaterhouse Coopers S.p.A. (2)<br />
<strong>Marcolin</strong> <strong>Group</strong><br />
(1) Term of Offi ce: FYs 2004 - 2006 (as decided by Extraordinary Shareholder Meeting on April 29th 2004)<br />
(2) Duration Duration of appointment: FYs 2002 - 2004 (as decided by Annual General Shareholder Meeting on April 39th 2002)<br />
NATURE OF POWERS ATTRIBUTED TO INDIVIDUAL DIRECTORS:<br />
The Chairman, Vice Chairman and Executive Director Maurizio Coffen <strong>Marcolin</strong> have been vested with ample<br />
powers, within certain limits, of management and representation. The executive directors Antonio Bortuzzo and<br />
Sandro Bartoletti have been vested, to a more limited extent, with powers of ordinary management in the sphere<br />
of recurrent operations.<br />
7
8<br />
Consolidated Annual Report & Accounts<br />
STRUCTURE OF THE MARCOLIN GROUP
0.10%<br />
<strong>Marcolin</strong> & Co S.p.A.<br />
Italy<br />
<strong>Marcolin</strong> Iberica S.A.<br />
Spain<br />
<strong>Marcolin</strong> Portugal Lda.<br />
Portugal<br />
<strong>Marcolin</strong> Benelux S.p.r.l.<br />
Belgium<br />
<strong>Marcolin</strong> U.K. Ltd.<br />
England<br />
<strong>Marcolin</strong> France S.a.r.l.<br />
France<br />
<strong>Marcolin</strong> Deutschland GmbH<br />
Germany<br />
<strong>Marcolin</strong> GmbH<br />
Switzerland<br />
<strong>Marcolin</strong> do Brasil Ltda.<br />
Brasil<br />
Finitec S.r.l.<br />
Italy<br />
99.96%<br />
100.00%<br />
99.82%<br />
99.98%<br />
99.88%<br />
99.99%<br />
100.00%<br />
100.00%<br />
99.90%<br />
40.00%<br />
<strong>Marcolin</strong> S.p.A.<br />
100.00%<br />
<strong>Marcolin</strong> International B.V.<br />
100.00%<br />
<strong>Marcolin</strong> Asia Ltd.<br />
Hong Kong<br />
14.60%<br />
85.40%<br />
<strong>Marcolin</strong> U.S.A. Inc.<br />
CEBE Scandinavia A.B.<br />
Sweden<br />
CEBE Japan Ltd.<br />
Japan<br />
CEBE Sport S.A.<br />
Switzerland<br />
<strong>Marcolin</strong> <strong>Group</strong><br />
CEBE S.A.<br />
France<br />
100.00%<br />
100.00%<br />
99.00%<br />
100.00%<br />
9
10<br />
Consolidated Annual Report & Accounts<br />
MARCOLIN STOCK MARKET PERFORMANCE<br />
Source: www.borsaitalia.it<br />
The shares of <strong>Marcolin</strong> S.p.A. have been listed on Milan’s electronic equity market<br />
(Mercato Telematico Azionario - MTA) since July 1999.<br />
The above chart shows the stock’s performance from January 1st to December 31st 2004.
Andrea Della Valle<br />
17.718%<br />
Diego Della Valle<br />
17.718%<br />
Dolce & Gabbana <strong>Group</strong><br />
4.998%<br />
* <strong>Marcolin</strong> <strong>Marcolin</strong> family<br />
Market<br />
24.130%<br />
<strong>Marcolin</strong> <strong>Group</strong><br />
SHAREHOLDER STRUCTURE<br />
Coffen <strong>Marcolin</strong> Maurizio *<br />
Coffen Monica<br />
5.120%<br />
*<br />
7.400%<br />
(based on voting rights)<br />
Zandegiacomo Maria Giovanna *<br />
2.627%<br />
Coffen Giovanni <strong>Marcolin</strong> *<br />
15.168%<br />
Share capital consists of 45,378,000 ordinary shares with a nominal value of 0.52 each for a total amount of<br />
€ 23,596,560.00.<br />
The data shown above are updated to March 17th 2005.<br />
Coffen <strong>Marcolin</strong> Cirillo *<br />
5.120%<br />
11
12<br />
Consolidated Annual Report & Accounts<br />
REPORT ON OPERATING PERFORMANCE OF THE MARCOLIN GROUP<br />
IN THE YEAR ENDING ON DECEMBER 31 31ST ST 2004
To Our Shareholders<br />
<strong>Marcolin</strong> <strong>Group</strong><br />
Before starting our report, we wish to point out that the company - taking advantage of the possibility given by<br />
Article 82, paragraph 2, letter b), of the CONSOB (Italian listed company & stock market surveillance commission)<br />
Regulation 11971/1991 and its subsequent amendments and additions - has not drafted or prepared a quarterly<br />
report for the fourth quarter of 2004. Consequently, it will make a copy of the consolidated and statutory annual<br />
reports and accounts available at the company’s registered offi ces and at those of Borsa Italiana S.p.A. within the<br />
terms indicated in the aforementioned regulation.<br />
Background<br />
Before moving on to illustrate the group’s business and fi nancial results, we think it appropriate to mention some<br />
events occurring during FY2004 and in the early months of FY2005 that we believe will infl uence the group’s<br />
activities and results during FY2005 and in subsequent fi nancial years.<br />
First of all it has to be noted that, in October 2004, the licensor Dolce & Gabbana advised of its intention of not<br />
renewing the license contract, due to expire on December 31st 2005, for the lines Dolce & Gabbana Eyewear and<br />
D&G Dolce & Gabbana Eyewear.<br />
In view of the importance of Dolce & Gabbana lines for the group in terms of both sales (about 50% of sales in<br />
2004) and margin, management believes that, although this announcement did not have any signifi cant P&L<br />
impact in FY2004, a short-term reduction in sales and margin is possible, particularly if we do not succeed in<br />
offsetting the loss of these licenses with fast-track entry of new brands and/or with the development of lines<br />
currently in our portfolio.<br />
This event has led management to (i) plan all activities for transition of the Dolce & Gabbana licenses until the<br />
expiry date to minimise possible risks of lost sales or the onset of extra costs and (ii) intensify efforts designed to<br />
acquire new licenses on a fast-track basis. Negotiations are currently underway in this respect.<br />
At the same time it is also appropriate to highlight a series of positive factors leading management to be confi dent<br />
of the group’s good possibilities of development in the medium term:<br />
• On October 6th 2004 an agreement was signed envisaging, as from January 1st 2005, production and<br />
distribution in the U.S.A. in the optician channel of the prescription eyewear and sunglass lines Kenneth<br />
Cole New York and Reaction Kenneth Cole. The contract has a 3-year duration with the possibility of<br />
renewal.<br />
• On December 1st 2004 an agreement was signed concerning extension until December 31st 2010 of the<br />
license relationship concerning the Roberto Cavalli Eyewear line (expiry of which had originally been<br />
set for December 31st 2007). On the same date we also signed a new license agreement (with expiry once<br />
again fi xed for December 31st 2010) for the Just Cavalli Eyewear line.<br />
The sales that will be achieved with the new licenses mentioned above (Kenneth Cole and Cavalli) will<br />
make it possible to offset in part the loss of the Dolce & Gabbana licenses.<br />
• On December 23rd 2004 we signed an agreement with the Luxottica <strong>Group</strong>, approved by Dolce &<br />
Gabbana, defi ning transition of the Dolce & Gabbana Eyewear and D&G Dole & Gabbana Eyewear<br />
lines so as to facilitate the switch of distribution from <strong>Marcolin</strong> to the Luxottica <strong>Group</strong>, in view of<br />
license expiry, to the benefi t of all customers.<br />
This transitional agreement was desirable in order to avoid incurring signifi cant costs relating to the<br />
presentation of new collections close to license expiry, sales of which by the <strong>Marcolin</strong> <strong>Group</strong> will in any<br />
case be terminated by the end of the year.<br />
The agreement envisages that, as from October 1st 2005 and until December 31st 2005, although<br />
<strong>Marcolin</strong> will retain ownership of its contract with Dolce & Gabbana with effect until December 31st<br />
2005, the Luxottica <strong>Group</strong> will take over sale of a signifi cant portion of products, currently made and<br />
distributed by <strong>Marcolin</strong> (in particular as regards prescription eyewear), paying the licensor, in <strong>Marcolin</strong>’s<br />
place, royalties on sales achieved in the period concerned.<br />
By means of this agreement <strong>Marcolin</strong> will obtain the benefi t (calculated as being some € 1.8 million) of<br />
not paying part of minimum guaranteed royalties for the last quarter to Dolce & Gabbana.<br />
13
14<br />
Consolidated Annual Report & Accounts<br />
Another outstanding event to be highlighted was the entry, in November 2004, into <strong>Marcolin</strong> S.p.A.’s shareholder<br />
group of the brothers Diego and Andrea Della Valle (well-known industrialists active in the luxury sector), via the<br />
companies they own, with a total equity interest of some 24%.<br />
Following this entry, on December 16th an accompanying voting and block pact - concerning <strong>Marcolin</strong> S.p.A.’s<br />
controlling shareholding - was concluded between the Della Valle brothers and the <strong>Marcolin</strong> family - the company’s<br />
historical key shareholders. The Della Valle brothers’ entry into capital will make it possible to make the <strong>Marcolin</strong><br />
core shareholder group stable over time, also enabling the company to benefi t from important contacts and<br />
relationships at the international level in the fashion and luxury sector. This should facilitate fast-track acquisition<br />
of new licenses and further development of those already forming part of our portfolio, as well as contribute<br />
further managerial skills to assure growth of group business in the medium term.<br />
Stipulation of the accompanying pact, with contribution to the same of some 53.6% of the shares issued by <strong>Marcolin</strong> S.p.A.,<br />
led to the obligation for pact members to launch a mandatory public tender offer (“PTO”) for all <strong>Marcolin</strong> S.p.A.<br />
shares at a per-share price of € 1.40. The PTO ended on February 11th 2005 and payment of shares handed over<br />
for the PTO was executed on February 17th 2005.<br />
By virtue of this operation, the shares currently contributed to the pact account for approximately 70.872% of<br />
share capital. They are evenly divided between the two groups of shareholders, the <strong>Marcolin</strong> family on the one<br />
hand and the Della Valle brothers on the other.<br />
The combined effects on the group’s business results of all the items highlighted above can be fully estimated<br />
presumably only at the end of the fi rst half of 2005, by which time some negotiations underway for new licenses may<br />
come to fruition and it will also be possible to assess the full effects of transition of the Dolce & Gabbana licenses.<br />
For further details concerning the effects of non-renewal of the Dolce & Gabbana licenses on FY2005, reference<br />
should be made to the section concerning signifi cant events after year-end and expected business progress.<br />
Analysis of operating performance<br />
The year ending on December 31st 2004 showed consolidated sales of some € 173,200 thousand (k) (vs. some<br />
€ 157,294k in 2003), with an increase of 10.1% YoY. EBITDA amounted to some € 17,193k with a margin of about<br />
10% on sales (vs. some € 10,046k or 6.4% on sales in the year ending on December 31st 2003). Consolidated net<br />
profi t totalled approximately € 1,159k vs. a loss of some € 4,152k in the year ending on December 31st 2003.<br />
Sales analysis<br />
As regards sales fi gures divided by geographical area we note that products are marketed via the following<br />
distribution channels:<br />
• Italy, European countries with affi liates, and North America: opticians, sports stores and chains;<br />
• Rest of the World: distributors and chains.<br />
Sales breakdown by geographical area:<br />
AREA 31.12.2004 31.12.2003 Difference<br />
(Euro/thousand) Turnover % on total Turnover % on total Difference %<br />
Geographical area<br />
- Italy 40,451 23.35 32,804 20.86 23.31<br />
- Europe 78,644 45.41 73,485 46.72 7.02<br />
- U.S.A. 35,074 20.25 34,380 21.86 2.02<br />
- Rest of the world 19,033 10.99 16,625 10.57 14.48<br />
Totale 173,202 100.00 157,294 100.00 10.11
<strong>Marcolin</strong> <strong>Group</strong><br />
Analysis of sales by geographical area shows the major increase achieved in the domestic market, i.e. about +23%<br />
(some € 7,647k in outright terms); the overall recovery achieved in the U.S. market (+2%, about +12% based on<br />
straight-line exchange rates); the constant growth achieved in the markets of other European countries with a sales<br />
increase of some +7% vs. 2003 (about € 5,159k in outright terms); and the satisfactory performance reported in the<br />
rest of the world with an increase of about 14.5% YoY.<br />
Taking a closer look at fi gures, the increase in consolidated sales was mainly ascribable to the sales increase<br />
reported by the parent company - about € 12,577k (+15%), by the Spanish affi liate - about € 2,076k (+18%), by the<br />
American affi liate - about € 1,769k (+5%), and by the French affi liate - about € 1,419k, which was set against the<br />
decrease of some € 1,042k of Cébé S.A. (-4%).<br />
The signifi cant increase in sales over the previous year was even more appreciable in the light of the adverse trend<br />
of the euro, which revalued by some 10% on average against the U.S. Dollar. Applying the same exchange rate as<br />
reported in 2003, the group’s sales would have in fact increased by about 12% as opposed to the +10% achieved at<br />
actual exchange rates.<br />
Contributors to the good 2004 sales trend were, thanks also to the new collections presented, excellent growth of<br />
the “Roberto Cavalli Eyewear” line (+74%) and the good results of the “Dolce & Gabbana Eyewear” line (+24%)<br />
and “D&G Dolce & Gabbana Eyewear” line (+11%), as well as the American “Kenneth Cole” line and the launch of<br />
Timberland, sales of which started in May 2004.<br />
These fi gures confi rm consolidation of market share reached by the <strong>Marcolin</strong> <strong>Group</strong> in Europe and in the rest of<br />
the world, and recovery in the American market. This was achieved in a competitive scenario featuring a persistently<br />
diffi cult consumer-spending environment.<br />
Analysis of consolidated operating results:<br />
PROFIT & LOSS STATEMENT 31.12.2004 31.12.2003 delta<br />
(Euro/thousand)<br />
Revenues from sales and services 173,202 100% 157,294 100.0% 10.1%<br />
Other income 2,617 1.5% 2,557 1.6% 2.4%<br />
Total revenues 175,819 101.5% 159,850 101.6% 10.0%<br />
Cost of sales (118,241) 68.27% (108,111) 68.7% 9.4%<br />
Value added 57,578 33.2% 51,739 32.9% 11.3%<br />
Personnel costs (40,385) 23.3% (41,693) 26.5% -3.1%<br />
Gross operating margin (EBITDA) 17,193 9.9% 10,046 6.4% 71.1%<br />
Provision and depreciation (2,394) 1.4% (2,166) 1.4% 10.5%<br />
Amortizations (5,573) 3.2% (6,833) 4.3% -18.4%<br />
Operating profi t (EBIT) 9,227 5.3% 1,046 0.7% 781.7%<br />
<strong>Financial</strong> income and charges (3,071) 1.8% (4,767) 3.0% -35.6%<br />
Extraordinary income and expenses (132) 0.1% (140) 0.1% -6.0%<br />
Profi t (loss) before taxes 6,024 3.5% (3,861) 2.5% -256.0%<br />
Income taxes for the period (4,865) 2.8% (291) 0.2% 1.573.2%<br />
Profi t (loss) for the period 1,159 0.7% (4,152) 2.6% -127.9%<br />
15
<strong>Group</strong> business areas<br />
The <strong>Marcolin</strong> <strong>Group</strong> is structured in two operating areas, i.e.:<br />
• Manufacturing and sale of prescription eyewear and sunglasses (<strong>Marcolin</strong> and its affi liates);<br />
• Manufacturing and sale of ski goggles, sports eyewear, and sports accessories (Cébé).<br />
<strong>Marcolin</strong> <strong>Group</strong><br />
Information concerning the two areas is highlighted in the table below (amounts are shown in Euro/thousand):<br />
BALANCE SHEET Cébé <strong>Marcolin</strong> & Subsidiaries<br />
(Euro/thousand) 31.12.2004 31.12.2003 31.12.2004 31.12.2003<br />
Assets<br />
Fixed assets 1,805 1,842 25,611 27,741<br />
Current assets 24,034 25,353 102,448 103,601<br />
Prepayments and accrued income 221 408 2,038 2,011<br />
Total 26,060 27,604 130,097 133,353<br />
Shareholders’equity and liabilities<br />
Shareholders’equity 3,807 4,881 49,777 48,461<br />
Share capital and reserves attributable<br />
to minority interests<br />
0 0 0 0<br />
Provisions for contingencies and staff<br />
leaving indemnity<br />
438 462 6,834 6,180<br />
Payables 21,809 22,257 71,881 77,485<br />
Accrued liabilities and deferred charges 5 3 1,606 1,227<br />
Total 26,060 27,604 130,097 133,353<br />
As regards Cébé, sales - as highlighted earlier - decreased by some -4% YoY, with EBITDA that went down from<br />
about € 1,207k to about € 65k, and a net loss in the period of € -1,085k. The negative trend in operating results in<br />
the sports sector was infl uenced by the investments made to support the The North Face line, as well as by sale<br />
increased of lower-margin merchandise categories (and in particular of ski helmets).<br />
The decrease in sales was also adversely impacted by back-order problems caused by delays in procurement of<br />
some production input items - mainly plastics - with consequent delays in delivery of collections during 2004.<br />
Given the negative results reported by Cébé and the aforementioned operational problems, already during 2004<br />
the parent company’s management started in-depth analysis and verifi cation, with the aim of taking incisive<br />
managerial action designed to achieve recovery of the subsidiary’s profi tability. A plan is currently being devised<br />
to reorganise production activities performed by the subsidiary.<br />
As regards the sunglass and prescription eyewear sector, the positive results achieved stemmed from the success<br />
of lines in our portfolio and from increased commercial penetration in European markets - particularly in Italy,<br />
Greece, and Spain. In non-European areas we note the considerably growth achieved in Australia. In addition,<br />
close attention to limitation of overhead costs at group level also made a signifi cant contribution to improvement<br />
of profi t margins.<br />
The <strong>Marcolin</strong> <strong>Group</strong>’s main operating costs are shown below:<br />
17
18<br />
Consolidated Annual Report & Accounts<br />
COSTS 31.12.2004 31.12.2003<br />
(Euro/thousand)<br />
Raw materials, consumables, fi nished products costs -48,101 -52,219<br />
Service costs -48,504 -49,295<br />
Leasing and rental -16,219 -13,885<br />
Personnel cost -40,385 -41,693<br />
Depreciations and devaluations -7,101 -8,719<br />
Interests and other fi nancial charges -4,034 -3,956<br />
Profi t (loss) on exchange rate 1 -1,946<br />
TOTAL -164,343 -171,713<br />
As regards the above data, we note that:<br />
• The cost for raw and ancillary materials decreased by some 8% YoY. We point out that, during 2004, the<br />
parent company reclassifi ed some costs concerning the purchase of components - previously included<br />
among costs for outsourced processing (Item B7 - service costs - in year-end fi nancial <strong>statements</strong>) - in<br />
order to represent the costs borne for this cost item better. Applying the same accounting policy as that<br />
adopted during 2004, costs of raw and ancillary materials and of fi nished products as at December 31st 2003<br />
would have totalled some € 55,656k and therefore, as at December 31st 2004, would have decreased by<br />
some € 7,555k. This reduction stemmed from more rational inventory management, especially by our<br />
U.S. affi liate, together with the effect of the €/USD exchange rate.<br />
• Service costs decreased by a total of about € 791k. Considering the reclassifi cation mentioned earlier,<br />
we note that - with application of the same accounting policy as that adopted in 2004 to fi gures as at<br />
December 31st 2003 - service costs would have increased by about € 2,646k. This change was mainly due<br />
to high sales volume achieved during 2004 with an incidence on sales of some 28%, substantially in line<br />
with the previous FY (about 29%).<br />
• Leasing, rental and royalty costs increased by some 16.8% over the previous FY, rising from € 13,855k as<br />
at December 31st 2003 to € 16,219k as at December 31st 2004.<br />
The change versus the previous FY in terms of incidence on sales - up from approximately 8.8% in 2003<br />
to about 9.4% in 2004 - was due to the increase of the cost of royalties paid to licensors.<br />
• Payroll costs decreased by some € 1,308k over the previous FY (about -3.1%). This reduction is explained<br />
by the combined effect of (a) reduction of the U.S. affi liate’s payroll costs by some € 2,257k, based on the<br />
reorganisation plan and (b) a cost increase for some group companies, including <strong>Marcolin</strong> S.p.A., with<br />
the increase in the latter case also being due to renewal of the national collective labour contract.<br />
• The amount of interest and other fi nancial charges did not change signifi cantly compared with the<br />
previous year.<br />
• The balance of foreign-exchange gains and losses was substantially at breakeven as opposed to a loss<br />
of some € -1,946k at the end of the previous FY. The considerable improvement was mainly due to<br />
exchange-rate differences (above all as regards the U.S. Dollar), also in relation to hedging transactions<br />
undertaken during the year.
Review of balance sheet and fi nancial position<br />
<strong>Marcolin</strong> <strong>Group</strong><br />
FINANCIAL POSITION 31.12.2004 31.12.2003<br />
(Euro/thousand)<br />
Treasury Stock 947 760<br />
Cash on hand 9,280 14,439<br />
Total fi nancial liquidity 10,227 15,199<br />
Current payables due to banks -23,656 -29,156<br />
Medium/long-term payables due to banks -29,973 -28,877<br />
Other fi nancing payables -1,123 -1,073<br />
Total borrowings -54,753 -59,107<br />
Net <strong>Financial</strong> Position -44,526 -43,908<br />
The negative balance of the net fi nancial position (NFP) at year-end showed an increase of some € 618k over that<br />
shown as at December 31st 2003.<br />
First of all it should be stressed that NFP at the end of the previous FY benefi ted from no-recourse factoring of<br />
trade payables totalling about € 7,712k. Given this, based on like-for-like conditions, the consolidated NFP as at<br />
December 31st 2003 would have been € 51,620k with 2004 improving by some € 7,094k.<br />
This signifi cant improvement was mainly ascribable to operating results, which generated positive total cash fl ow<br />
- as highlighted in the cash fl ow statement attached to the report - of some € 7,717k, plus tighter control of net<br />
working capital (NWC) items.<br />
We in fact note that - notwithstanding the increase in business turnover - the entity of receivables, without<br />
considering factoring transactions, increased less than proportionally over the previous FY thanks to the reduction<br />
of average days of sale outstanding and constant attention to credit. As regards year-end inventories, the fi gures<br />
show a reduction in inventory levels thanks to improved inventory management.<br />
We also highlight that, during 2004, we made new investments totalling some € 4,652k - mainly for the new ERP<br />
system (some € 2,009k), and for replacement of plants (about € 166k) and commercial & industrial equipment<br />
(about € 1,468k) - most of which were undertaken by the parent company.<br />
As far as debt breakdown is concerned, we note further consolidation of the medium- and long-term portion vs.<br />
the end of 2003, via increased utilisation, by € 12 million (mn), of the revolving stand-by credit facility, received for<br />
a total of € 20 mn and based on a loan contract signed at the end of 2003.<br />
As at December 31st 2004 total utilisation of the aforementioned credit facility amounted to € 17 mn.<br />
We further note that, during the year, the parent company repaid principal totalling some € 8,234k for loans<br />
granted in previous years.<br />
We point out that all loans in place were granted at going market rates without provision of collateral.<br />
In order to round off analysis of the composition of the group’s fi nancial status, we note that the group’s net debt/equity<br />
ratio remained balanced and unchanged vs. December 31st 2003 at 0.83.<br />
For the sake of clarity, it is noted that the 2003 ratio - based on NFP net of factoring - would have been 0.96.<br />
The following table summarises consolidated balance sheet fi gures.<br />
19
20<br />
Consolidated Annual Report & Accounts<br />
BALANCE SHEET <strong>Marcolin</strong> <strong>Group</strong><br />
(Euro/thousand) 31.12.2004 31.12.2003<br />
Assets<br />
Fixed assets 27,417 29,583<br />
Current assets 126,482 128,954<br />
Prepayments and accrued income 2,259 2,419<br />
Total 156,157 160,957<br />
Liabilities<br />
Shareholders’equity 53,584 53,342<br />
Share capital and reserves attributable to minority interests 0 0<br />
Provisions and payables 100,962 106,385<br />
Accrued liabilities and deferred charges 1,611 1,230<br />
Total 156,157 160,957<br />
Moving on to analyse consolidated balance sheet items, we note that the decrease, of some € 2,167k, in the value of<br />
fi xed assets was mainly due to depreciation & amortisation and to foreign-exchange translation differences.<br />
Intangible fi xed assets include trademarks for a residual value of € 2,821k (of which € 1,690k referring to Cébé<br />
and € 1,131k to <strong>Marcolin</strong> U.S.A. Inc.) and goodwill (posted among Consolidation Differences) totalling € 6,186k<br />
(of which € 802k referring to Cébé and € 5,824k to <strong>Marcolin</strong> U.S.A. Inc). This fi gures were originally posted on the<br />
basis of appraisals made by specialised independent fi rms and were confi rmed by impairment tests performed in<br />
subsequent years, as was also done in the FY ending on December 31st 2004.<br />
As regards the Cébé subsidiary, we point out that valuation is supported by a business plan for the 2005-2008 period.<br />
Once again, for the investee company <strong>Marcolin</strong> U.S.A. Inc. we note that the impairment test was supported by an<br />
appraisal made by independent consultants, which in turn was based on management’s projections concerning<br />
the subsidiary’s business and fi nancial prospects (2005-2009 business plan), as well as on operating action taken<br />
and the effects of reorganisation currently underway.<br />
As regards current assets, there was a total decrease vs. FY2003 of some € 2,472k, mainly caused bythe<br />
following changes:<br />
• Inventories decreased by about € 5,067k<br />
• Receivables increased by some € 7,556k<br />
• Cash & banks decreased by approximately € 5,159k.<br />
Provisioned reserves and payables decreased by some € 5,423k vs. FY2003. As specifi cally concerns payables, the<br />
main changes were due to:<br />
• A decrease in bank payables of some € 4,404k<br />
• A decrease in trade payables of about € 3,953k<br />
• An increase in tax payables and amounts payable to social security agencies of some € 2,627k.<br />
The average group employees headcount decreased from 1,084 in FY2003 (of which 220 in <strong>Marcolin</strong> U.S.A. Inc.<br />
and 234 in the Cébé <strong>Group</strong>) to 1,062 resources employed during 2004 (of which 203 in <strong>Marcolin</strong> U.S.A. Inc. and<br />
241 in the Cébé <strong>Group</strong>).<br />
As required by Article 40 of Italian Legislative Decree 127/1991, we advise that, as at December 31st 2004,<br />
<strong>Marcolin</strong> S.p.A. held 681,000 of its own shares (treasury stock) for a nominal total amount of € 351,120. Their book<br />
value was € 946,589.12 and included a write-back of € 186,593.12 made to align the stock’s book value - written<br />
down in previous FYs - with its market price as at December 31st 2004. Stock held by the company accounts for<br />
approximately 1.50% of <strong>Marcolin</strong> S.p.A.’s share capital.
<strong>Marcolin</strong> <strong>Group</strong><br />
In accordance with the requirements of paragraph II of Article 2428 of the Italian Civil Code and of Article 40 of<br />
Italian Legislative Decree 127/1991, we advise that, during the year, commercial transactions took place, at normal<br />
market rates, with the associated company Finitec Srl, which is not included in the scope of consolidation.<br />
No other group company has ever purchased shares forming part of the parent company’s share capital.<br />
Research and development activities<br />
R&D activities are performed using two divisions. The fi rst of these, consisting of a centralised organisation (based<br />
in Treviso) has the tasks of creation - in close collaboration with licensors - of new collections, styling, research<br />
into new materials, and development of collections for sunglasses, prescription eyewear, and sports eyewear.<br />
The second, which works closely with the other division, handles product development and industrialisation.<br />
Under Italian Law no. 46 of February 17th 1982, the company has been considered eligible to benefi t from the<br />
revolving technological innovation fund for a total cost of about € 1,652k - which can be issued in the form of<br />
low-rate fi nancing and grants. We fi led application based on a project for the study and development of new<br />
technologies applicable to the sector of alpine goggles and eyewear. During the year the parent company thus<br />
received a loan of some € 793k and a grant of about € 78k.<br />
In compliance with Attachment 3C, Template 3 of CONSOB Regulation no. 11971 dated 14/5/1999, below we list<br />
the equity interests owned in group companies by the directors, statutory auditors, and general managers as at the<br />
year-end date of December 31st 2004. We have therefore not taken into account effects following the outcome of<br />
the Public Tender Offer mentioned earlier.<br />
Name Partecipated companies No. of<br />
shares<br />
held at<br />
31.12.2003<br />
Giovanni <strong>Marcolin</strong> Coffen <strong>Marcolin</strong> S.p.A.<br />
Cébé S.A.<br />
<strong>Marcolin</strong> & Co. S.p.A.<br />
Cirillo Coffen <strong>Marcolin</strong> <strong>Marcolin</strong> S.p.A.<br />
<strong>Marcolin</strong> France S.a.r.l.<br />
<strong>Marcolin</strong> U.K. Ltd.<br />
Cébé S.A.<br />
<strong>Marcolin</strong> Portugal Lda.<br />
Maurizio Coffen <strong>Marcolin</strong> <strong>Marcolin</strong> S.p.A.<br />
Cébé S.A.<br />
<strong>Marcolin</strong> Benelux S.p.r.l.<br />
Maria Giovanna Zandegiacomo <strong>Marcolin</strong> S.p.A.<br />
Cébé S.A.<br />
* The 6,882,876 shares indicated in the table for Mr. Giovanni <strong>Marcolin</strong> Coffen relate to the latter’s usufruct rights on an equal number of shares, the bare<br />
ownership of which is held by the company Inmar International S.A., controlled by him.<br />
** The 1,474,785 shares shown in the table for Mr. Cirillo Coffen <strong>Marcolin</strong> relate to the latter’s usufruct rights on an equal number of shares, the bare<br />
ownership of which is held by Inmar International S.A.<br />
*** The 1,474,785 shares shown in the table for Mr. Maurizio Coffen <strong>Marcolin</strong> relate to the latter’s usufruct rights on an equal number of shares, the bare<br />
ownership of which is held by Inmar International S.A.<br />
**** The 930,183 shares shown in the table for Mrs. Maria Giovanna Zandegiacomo relate to the latter’s usufruct rights on an equal number of shares, the<br />
bare ownership of which is held by Inmar International S.A.<br />
(1) Executive Director and General Manager of <strong>Marcolin</strong> S.p.A.<br />
18,430,416<br />
1<br />
465<br />
3,179,533<br />
4 share<br />
1 share<br />
1<br />
1 share<br />
3,179,533<br />
1<br />
1 share<br />
Purchase Sale No. of<br />
shares<br />
held at<br />
31.12.2004<br />
11,547,540 6,882,876 *<br />
1,704,748 1,474,785<br />
4 share<br />
1 share<br />
1<br />
1 share<br />
**<br />
1,704,748 1,474,785<br />
1<br />
1 share<br />
***<br />
1,435,659 ** 505,476 930,183 ****<br />
1<br />
1<br />
Antonio Bortuzzo (1) <strong>Marcolin</strong> S.p.A. 56,000 40,000 61,600 34,400<br />
Giorgio Drago <strong>Marcolin</strong> S.p.A. 0 30,000 30,000<br />
21
22<br />
Consolidated Annual Report & Accounts<br />
Signifi cant events occurring after year-end<br />
and expected business progress<br />
As already highlighted in the fi rst part of this report, we note that, as from October 1st 2005 and until December 31st<br />
2005, although <strong>Marcolin</strong> will retain ownership of its contract with Dolce & Gabbana with effect until December 31st<br />
2005, the Luxottica <strong>Group</strong> will take over sale of a signifi cant portion of products, currently made and distributed by<br />
<strong>Marcolin</strong>. This consequently means that <strong>Marcolin</strong> will make and present its last collections for the Dolce & Gabbana<br />
lines during the forthcoming MIDO exhibition in Milan in May 2005. It will be able to sell these until September<br />
30th 2005. After this date the Luxottica <strong>Group</strong> will take over sale of the aforementioned collections, enabling<br />
<strong>Marcolin</strong> to obtain the benefi t (calculated as being some € 1.8 mn) of not paying part of minimum guaranteed<br />
royalties for the last quarter to Dolce & Gabbana, plus the possibility of supplying Luxottica (in particular, as<br />
regards prescription eyewear) with some products forming part of the last collections created by <strong>Marcolin</strong>.<br />
We repeat that this transitional agreement was desirable so as to avoid incurring signifi cant costs relating to the<br />
presentation of new collections close to license expiry, sales of which would in any case be terminated by the end<br />
of the year.<br />
The parent company’s management, having offi cially acknowledged non-renewal of the Dolce & Gabbana<br />
contract upon expiry - and in order to address the possible decrease in sales and margins and besides having<br />
taken immediate action to seek new licenses - also devised a plan, recently approved by <strong>Marcolin</strong> S.p.A.’s Board<br />
of Directors, designed to reduce costs. The plan envisages the possibility of making temporary use of the “Cassa<br />
Integrazione Guadagni” - i.e. the Italian subsidised temporary lay-off system - at the factories and the logistics area<br />
of Vallesella di Cadore and Longarone, for a maximum total of some 180 employees, as from forthcoming months.<br />
Execution of the plan, as regards approach and timing, must be agreed upon with trade-union organisation.<br />
The entity of use of the temporary lay-off system will also depend on the company’s future order infl ows<br />
and on the possibility of making agreements to develop new licenses, so as to assure effi cient use of the factories<br />
in question.<br />
Besides what has already been stated at the beginning of this report on operating performance, as regards the early<br />
months of the current FY we point out continuation of the across-the-board market diffi culties caused primarily<br />
by the uncertain international situation, which dampens consumer-spending propensity.<br />
As regards the French subsidiary Cébé, given the negative results achieved during 2004, the parent company’s<br />
management started in-depth analysis and verifi cation, with the aim of taking incisive managerial action designed<br />
to achieve recovery of the subsidiary’s profi tability. A plan is currently being devised to reorganise production<br />
activities performed by the subsidiary.<br />
Other information<br />
Information on abnormal and unusual transactions and transactions with related parties<br />
With reference to the recommendation made in CONSOB memorandum DAC/98015375 dated February 17th 1998,<br />
below we provide the required information concerning abnormal and unusual transactions and transactions with<br />
related parties.<br />
Atypical and unusual operations<br />
During 2004 <strong>Marcolin</strong> S.p.A. and subsidiary companies belonging to the <strong>Marcolin</strong> <strong>Group</strong> did not undertake any<br />
transactions outside of the normal course of business or such as to signifi cantly infl uence the business, capital and<br />
fi nancial status of <strong>Marcolin</strong> S.p.A. and of the group.<br />
We note that in FY2004 <strong>Marcolin</strong> S.p.A. signed a consulting agreement with Mrs. Maria Giovanna Zandegiacomo,<br />
who owns a major equity interest in <strong>Marcolin</strong> S.p.A., for fees of some € 54k in 2004 and € 85k for 2005. These<br />
transactions were approved by the Board of Directors.<br />
During 2004 group companies completed commercial and fi nancial intercompany transactions based on arm’s<br />
length conditions.<br />
Transition to IAS/IFRS<br />
During 2004 work continued on development and completion of the project for transition to international<br />
accounting principles (IAS/IFRS). The work currently underway aims to determine P&L and balance-sheet impact,<br />
the results of which must be submitted to the independent auditor for review, with the objective of applying the<br />
new standards within the terms envisaged by regulations.
<strong>Marcolin</strong> <strong>Group</strong><br />
More specifi cally, the parent company completed the fi rst phase of analysis and preliminary study in order to<br />
pinpoint the main differences between Italian accounting standards and IAS/IFRS and areas that will necessarily<br />
change due to application of the new standards.<br />
The activity continued determining the new standards applicable to the group and analysing their impact on<br />
corporate administrative processes and businesses.<br />
As a result of this activity, the areas where IAS application will lead to important changes have emerged as being<br />
the following:<br />
• Goodwill and consolidation difference: these items will no longer be systematically amortised in the profi t<br />
& loss account but must be subjected to annual valuation in order to identify any impairment of value.<br />
In the case of valuation of the trademarks and goodwill of Cébé S.A. and <strong>Marcolin</strong> U.S.A. Inc. specifi c<br />
impairment tests have been performed.<br />
• Tangible fi xed assets: IAS envisage two methods for quantifying these items in accounts, i.e. depreciated<br />
cost and fair value. In addition, depreciation must refl ect assets’ effective useful working life.<br />
Determination is currently underway of the useful working life of assets to be subjected to depreciation<br />
and of their residual value, as well as the separation of land value from that of building.<br />
This work should be completed shortly with determination of the fi gures concerned and choice of the<br />
most suitable accounting policy for the company.<br />
• Inventories: we already quantify inventories on the basis of weighted average cost as envisaged by IAS.<br />
Consequently the new standards will have no impact on present inventory value.<br />
• Employee severance indemnity reserve: according to IAS the reserve and provisioning for employee<br />
severance indemnities comes under the defi nition of “post-retirement benefi ts” and liability therefore<br />
has to undergo actuarial valuation.<br />
Apart from employee severance indemnities, the group has no particular long-term benefi ts for employees.<br />
<strong>Marcolin</strong> S.p.A. has made use of a consulting fi rm in order to recalculate the value of the employee<br />
severance indemnity reserve and provisioning. This work will be completed shortly.<br />
• Derivatives: under IAS/IFRS all derivatives must be refl ected in accounts at their relevant fair value.<br />
Accounting treatment of derivatives varies depending on their characteristics (hedging of business<br />
risk and speculative instruments). The company has already applied this policy in year-end fi nancial<br />
<strong>statements</strong> for both 2003 and 2004.<br />
The fi nal phase, currently underway, focuses on calculation of the economic and fi nancial impact to be applied to<br />
the various accounting items with the objective of adopting IAS/IFRS within the terms envisaged by regulations.<br />
Privacy Regulations - Italian Legislative Decree no. 196/2003<br />
During 2004 we reviewed the issues of protection of individual and corporate personal data regulated by Italian<br />
Legislative Decree no. 196 dated June 30th 2003. We are about to complete the Plan for Security Measures, with<br />
the deadline for completion fi xed for December 31st 2005. By the end of 2005 defi nition will be completed of the<br />
technical work required for application of mandatory minimum security measures as contemplated by the above<br />
decree’s set of technical rules.<br />
Other disclosures<br />
We point out that the group parent company has not opted to sign on for international tax consolidation - pursuant<br />
to Articles 130-142 of Italian Presidential Decree no. 917/1986, as amended by Legislative Decree no. 344/2003 (tax<br />
reform) - given the absence of the implementation decrees for practical regulation of this matter.<br />
We also point out that <strong>Marcolin</strong> S.p.A. has not opted to sign on for domestic tax consolidation - pursuant to<br />
Articles 117-129 of Italian Presidential Decree no. 917/1986 - given the absence of major equity interests in<br />
Italian companies.<br />
The group parent company <strong>Marcolin</strong> S.p.A. is not subject to activities of direction and co-ordination by other<br />
companies, as defi ned by Articles 2497 et seq. of the Italian Civil Code.<br />
The Board thanks all staff for their work and the Board of Statutory Auditors and the independent auditor for<br />
their supervisory and control activity and recommendations.<br />
Giovanni <strong>Marcolin</strong> Coffen<br />
Chairman of the Board of Directors<br />
Longarone, March 18th 2005<br />
23
24<br />
Consolidated Annual Report & Accounts<br />
CONSOLIDATED BALANCE SHEET AT DECEMBER 31ST 2004<br />
ASSETS 31.12.2004 31.12.2003<br />
A) Share capital issued and not yet paid<br />
B) Fixed assets<br />
0 0<br />
I Intangible fi xed assets<br />
1 Installation and expansion cost 0 190<br />
2 Research, development and advertising cost 92,004 38,126<br />
3 Industrial and other patent rights 66,066 154,625<br />
4 Concessions, licenses, trademarks and similar rights 3,606,582 4,131,955<br />
5 Goodwill 0 0<br />
6 Assets under construction and advances 2,008,938 609,718<br />
7 Other 1,083,017 1,183,670<br />
8 Difference of currency conversion 6,185,525 7,138,390<br />
Total intangible assets 13,042,133 13,256,674<br />
II Tangible fi xed assets<br />
1 Land and buildings 6,441,638 6,715,811<br />
2 Plant and machinery 1,514,733 2,062,122<br />
3 Industrial and commercial equipment 2,113,272 1,985,178<br />
4 Other goods 2,533,552 3,340,297<br />
5 Construction in progress and advances 36,218 108,033<br />
Total tangible assets 12,639,413 14,211,440<br />
III <strong>Financial</strong> assets<br />
1 Investments<br />
a) subsidiaries 0 0<br />
b) associated companies 559,775 536,343<br />
c) parent companies 0 0<br />
d) other companies 0 0<br />
Total investments<br />
2 Receivables<br />
559,775 536,343<br />
a) from subsidiaries - within 12 months 0 0<br />
- after 12 months 0 0<br />
b) from associated companies - within 12 months 0 0<br />
- after 12 months 0 0<br />
c) from parent companies - within 12 months 0 0<br />
- after 12 months 0 0<br />
d) other - within 12 months 0 0<br />
- after 12 months 1,045,534 1,344,076<br />
Total receivables 1,045,534 1,344,076<br />
3 Other securities 129,690 234,768<br />
4 Own shares 0 0<br />
Total fi nancial assets 1,734,999 2,115,187<br />
Total fi xed assets<br />
C) Current assets<br />
27,416,545 29,583,302<br />
I Inventory<br />
1 Raw materials, auxiliary materials and spare parts 8,961,971 9,858,148<br />
2 Work in progress 6,010,149 5,921,287<br />
3 Contract work in progress 0 0<br />
4 Finished goods 32,554,367 36,813,674<br />
5 Advances 0 0<br />
Total inventory 47,526,487 52,593,108<br />
II Receivables<br />
1 Trade receivables - within 12 months 62,098,318 53,146,219<br />
- after 12 months 0 0<br />
2 Receivables from subsidiaries - within 12 months 0 0<br />
- after 12 months 0 0
<strong>Marcolin</strong> <strong>Group</strong><br />
3 Receivables from associated companies - within 12 months 0 0<br />
- after 12 months 0 0<br />
4 Receivables from parent companies - within 12 months 0 0<br />
- after 12 months 0 0<br />
4-bis Receivables from tax authorities - within 12 months 1,278,612 45,133<br />
- after 12 months 0 0<br />
4-ter Accrued taxes - within 12 months 2,461,682 2,277,356<br />
- after 12 months 2,314,981 3,309,820<br />
5 Other receivables - within 12 months 574,498 2,320,257<br />
- after 12 months 648 63,625<br />
Total receivables 68,728,739 61,162,411<br />
III Short term investments<br />
1 Investments In subsidiaries 0 0<br />
2 Investments In associated companies 0 0<br />
3 Investments In parent companies 0 0<br />
4 Other Investments<br />
5 Own shares<br />
0 0<br />
(for a nominal value at. 31.12.2004 of Euro 354,120.08) 946,589 759,996<br />
6 Other securities 0 0<br />
Total short term investments<br />
IV Cash and banks<br />
946,589 759,996<br />
1 Bank and postal deposits 9,145,289 14,370,454<br />
2 Checks 117,142 46,401<br />
3 Cash on hand 17,628 21,846<br />
Total cash and banks 9,280,060 14,438,701<br />
TOTAL CURRENT ASSETS 126,481,875 128,954,217<br />
D) Prepayments and accrued income 2,258,534 2,419,421<br />
TOTAL ASSETS 156,156,954 160,956,939<br />
LIABILITIES AND SHAREHOLDER’S EQUITY<br />
A) Shareholders’ equity<br />
31.12.2004 31.12.2003<br />
I Share capital 23,596,560 23,596,560<br />
II Share premium reserve 21,950,034 21,950,034<br />
III Revaluation reserve 0 0<br />
IV Legal reserve 1,620,170 1,620,170<br />
V Reserve for treasury stock 0 0<br />
VI Statutory reserves 946,589 759,996<br />
VII Other reserves<br />
Currency conversion reserve -9,441,972 -8,525,434<br />
VIII Profi ts (losses) carried forward 13,754,057 18,092,797<br />
IX Profi t (loss) for the year 1,158,826 -4,151,662<br />
Total shareholders’ equity of the <strong>Group</strong> 53,584,265 53,342,461<br />
X Third parties equity and reserves 0 0<br />
XI Profi ts (losses) of competence of third parties 0 0<br />
Net Equity of competence of third parties 0 0<br />
TOTAL SHAREHOLDERS’ EQUITY<br />
B) Provisions for contingencies and commitments<br />
53,584,265 53,342,461<br />
1 Provision for severance indemnities and similar commitments 746,219 866,403<br />
2 Provision for deferred taxes 221,954 193,692<br />
3 Other provisions 1,397,993 1,208,842<br />
Total provisions for contingencies and commitments 2,366,166 2,268,938<br />
C) Staff leaving indemnity 4,905,774 4,373,910<br />
25
26<br />
Consolidated Annual Report & Accounts<br />
D) Payables<br />
1 Bonds and debentures - within 12 months 0 0<br />
- after 12 months 0 0<br />
2 Convertible bonds - within 12 months 0 0<br />
- after 12 months 0 0<br />
3 Payable to Shareholders for fi nancing - within 12 months 0 0<br />
- after 12 months 0 0<br />
4 Banks loans and overdrafts - within 12 months 23,656,400 29,156,378<br />
- after 12 months 29,972,954 28,877,353<br />
5 Other fi nancing payables - within 12 months 148,037 719,308<br />
- after 12 months 975,325 353,796<br />
6 Advances - within 12 months 0 0<br />
- after 12 months 0 0<br />
7 Trade payables - within 12 months 28,474,726 32,428,196<br />
- after 12 months 0 0<br />
8 Notes payables - within 12 months 0 0<br />
- after 12 months 53,716 161,156<br />
9 Payables to subsidiaries - within 12 months 0 0<br />
- after 12 months 0 0<br />
10 Payables to associated companies - within 12 months 1,117,161 1,116,980<br />
- after 12 months 0 0<br />
11 Payables to parent companies - within 12 months 0 0<br />
- after 12 months 0 0<br />
12 Taxes payable - within 12 months 4,216,635 1,674,565<br />
- after 12 months 0 0<br />
13 Social security payables - within 12 months 1,726,745 1,641,396<br />
- after 12 months 0 0<br />
14 Other payables - within 12 months 3,260,889 3,573,057<br />
- after 12 months 87,565 39,738<br />
Total payable 93,690,155 99,741,921<br />
E) Accrued liabilities and deferred charges 1,610,594 1,229,708<br />
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 156,156,954 160,956,939<br />
MEMORANDUM ACCOUNTS<br />
Risks assumed<br />
31.12.2004 31.12.2003<br />
a) Guarantees lent to third parties 2,032,914 1,633,530<br />
b) Guarantees lent to subsidiaries 2,976,000 3,731,754<br />
c) Other guarantees lent to subsidiaries 2,301,639 4,057,986<br />
Goods on third parties hands 0 0<br />
<strong>Group</strong> committments 333,084 3,114,828<br />
Total memorandum accounts 7,643,637 12,538,098
CONSOLIDATED INCOME STATEMENT FOR THE YEAR 2004<br />
<strong>Marcolin</strong> <strong>Group</strong><br />
31.12.2004 31.12.2003<br />
A) Value of production<br />
1 Revenues from sales and services 173,202,328 157,293,624<br />
2 Changes in work in progress and fi nisched goods -3,402,289 6,551,913<br />
3 Variations in contracted work in progress 0 0<br />
4 Increase in internal construction capitalized<br />
5 Other income<br />
748,026 407,082<br />
a) grants and subsidies 0 0<br />
b) other 1,868,689 2,149,480<br />
Total other income 1,868,689 2,149,480<br />
Total value of production<br />
B) Cost of production<br />
172,416,754 166,402,100<br />
6 Cost of raw materials, auxiliary materials, spare parts and goods 48,101,412 52,218,706<br />
7 Costs for services 48,504,317 49,295,372<br />
8 Cost for utilization of third parties’ assets (leasing)<br />
9 Personnel costs<br />
16,218,869 13,884,678<br />
a) salaries and wages 31,438,568 32,612,732<br />
b) social contributions 7,738,177 7,815,266<br />
c) staff leaving indemnity 887,959 918,475<br />
d) other social contributions 163,434 167,643<br />
e) other costs 156,945 179,115<br />
Total personnel costs<br />
10 Depreciation and write-down<br />
40,385,083 41,693,231<br />
a) amortization of intangible assets 1,872,091 3,065,334<br />
b) depreciation of tangible fi xed assets 3,700,936 3,767,675<br />
c) other writes-down of assets 0 43,133<br />
d) write-down of receivables recorded among current assets 1,527,550 1,842,960<br />
Total depreciation and write-down 7,100,577 8,719,102<br />
11 Change in inventory of raw materials, auxiliary materials, spare parts and goods 880,523 -2,022,990<br />
12 Accruals for contingencies 866,038 280,228<br />
13 Other accruals 0 0<br />
14 Other operating charges 1,133,247 1,287,336<br />
Total cost of production 163,190,066 165,355,663<br />
Difference between value and cost of production (A-B)<br />
C) <strong>Financial</strong> income and charges<br />
15 Income from investments<br />
9,226,688 1,046,436<br />
a) dividends from subsidiaries 0 0<br />
b) dividends from associated companies 0 0<br />
c) dividends from other investments 0 0<br />
d) other income from investments 0 0<br />
Total Income from Investments<br />
16 Other fi nancial income<br />
a) from receivables recorded as fi xed assets:<br />
0 0<br />
- subsidiaries 0 0<br />
- associated companies 0 0<br />
- parent companies 0 0<br />
- other 145,487 258,012<br />
Subtotal 16 a) 145,487 258,012<br />
27
28<br />
Consolidated Annual Report & Accounts<br />
b) from securities recorded as fi xed assets 0 0<br />
c) from securities recorded as current assets<br />
d) other fi nancial income<br />
864 2,780<br />
- from subsidiaries 0 0<br />
- from associated companies 0 0<br />
- from parent companies 0 0<br />
- Other 604,091 879,945<br />
Subtotal 16 d) 604,091 879,945<br />
Total other fi nancial income<br />
17 Interest and other fi nancial charges<br />
750,442 1,140,737<br />
a) from subsidiaries 0 0<br />
b) from associated companies 0 0<br />
c) from parent companies 0 0<br />
e) interest payable 2,708,392 2,484,049<br />
f) other 1,325,136 1,471,531<br />
Total interest and other fi nancial charges<br />
17-bis Gains and Losses on Exchange rate<br />
4,033,527 3,955,579<br />
a) gains 1,801,293 1,651,212<br />
b) losses -1,800,320 -3,597,307<br />
Total Gains and Losses on Exchange rate 972 -1,946,095<br />
Total (15+16-17+-17 bis) -3,282,113 -4,760,938
CONSOLIDATED INCOME STATEMENT FOR THE YEAR 2004<br />
<strong>Marcolin</strong> <strong>Group</strong><br />
31.12.2004 31.12.2003<br />
D) Adjustments to the value of fi nancial operations<br />
18 Revaluation<br />
a) investments in share capital 23,432 10,778<br />
b) other investments 0 0<br />
c) securities recorded as current assets 187,650 0<br />
Total Revaluation<br />
19 Write down of<br />
211,081 10,778<br />
a) investments in share capital 0 40<br />
b) other than equity investments 0 0<br />
c) securities recorded as current assets 0 17,025<br />
Total Write down 0 17,065<br />
Total Adjustments (18-19)<br />
E) Extraordinary income and expenses<br />
20 Income<br />
211,081 -6,287<br />
a) capital gains on disposal of assets 42,663 7,260<br />
b) other extraordinary income 491,445 827,812<br />
Total extraordinary income<br />
21 Expenses<br />
534,108 835,073<br />
a) losses on disposal of assets 40,086 62,864<br />
b) taxes relating to previous periods 98,729 539,384<br />
c) other extraordinary charges 526,927 372,925<br />
Total extraordinary expenses 665,742 975,173<br />
Total extraordinary items (20-21) -131,634 -140,100<br />
Profi t (loss) before taxes (A-B±C±D±E)<br />
22 Income taxes for the period<br />
6,024,022 -3,860,889<br />
a) Current Taxes 4,346,479 2,634,633<br />
b) Deferred Taxes 272,850 508,217<br />
c) Accrued Taxes 245,867 -2,852,076<br />
Total Income taxes for the period 4,865,196 290,773<br />
23 Profi t (loss) for the PERIOD 1,158,826 -4,151,662<br />
29
30<br />
Consolidated Annual Report & Accounts<br />
EXPLANATORY NOTES TO CONSOLIDATED ACCOUNTS<br />
FOR THE YEAR ENDING ON DECEMBER 31 31ST ST 2004
1 INTRODUCTION<br />
<strong>Marcolin</strong> <strong>Group</strong><br />
1.1 General information<br />
The consolidated annual report and accounts for the year ending on December 31st 2004, prepared in compliance<br />
with Italian Legislative Decree 127/1991, refl ect 100% line-by-line consolidation of the year-end fi nancial <strong>statements</strong><br />
of <strong>Marcolin</strong> S.p.A. and its subsidiaries.<br />
We point out that the report on operating performance provides information concerning the nature of our business,<br />
signifi cant events occurring after year-end, and transactions with subsidiary/associated/parent companies, together<br />
with information concerning the various geographical areas and business sectors.<br />
1.2 <strong>Group</strong> business<br />
The group parent company <strong>Marcolin</strong> S.p.A. is active in the production and marketing of prescription fashion<br />
eyewear and sunglasses. The companies pertaining to the subholding company Cébé are active in the production<br />
and marketing of ski goggles and sports eyewear and accessories. The other investee companies market, in their<br />
respective countries, products of both the parent company and the Cébé <strong>Group</strong>.<br />
1.3 Legal regulations and accounting standards<br />
We have prepared consolidated fi nancial <strong>statements</strong> as at December 31st 2004 in compliance with Italian Legislative<br />
Decree no. 127/1991 - which incorporated the EEC Seventh Directive concerning consolidated year-end fi nancial<br />
<strong>statements</strong> in Italian law - and with the Italian Civil Code’s rules concerning statutory year-end fi nancial <strong>statements</strong>,<br />
as amended by Italian Legislative Decree no. 6 of January 17th 2003 and subsequent amendments concerning<br />
“Systematic reform of rules for corporations”, when applicable by virtue of analogy with or specifi c reference to<br />
consolidated accounts.<br />
In drawing up consolidated fi nancial <strong>statements</strong> for the year ending on December 31st 2004, for those aspects not<br />
specifi cally contemplated by regulations we have made reference to accounting standards issued by the Italian<br />
National Council of Chartered & Registered Accountants and, in absence of the same, to those of the International<br />
Accounting Standards Board (IASB).<br />
In order to facilitate comparison with the previous FY, fi gures for the year ending on December 31st 2003 have also<br />
been classifi ed according to the new rules. The latter envisage, among other things, partly different classifi cation of<br />
some balance-sheet and P&L items.<br />
The purpose of Explanatory Notes is to illustrate, analyse and, in some cases, interpret data in year-end fi nancial<br />
<strong>statements</strong>. They contain the information required by Article 38 and other provisions of Italian Legislative Decree<br />
127/1991. We have provided other, complementary items of information deemed necessary for truthful and proper<br />
representation, even if not specifi cally required by law.<br />
In cases where legal regulations require specifi c information on items and events that are not present or that<br />
are non-existent, instead of indicating their non-applicability to the present annual report & accounts we have<br />
preferred not to mention them at all, so as not to further burden exposition in these Explanatory Notes.<br />
2 GENERAL POLICIES FOR PREPARATION OF CONSOLIDATED ACCOUNTS<br />
AND CONSOLIDATION AREA<br />
2.1 Consolidation area<br />
The <strong>Marcolin</strong> <strong>Group</strong>’s consolidated year-end accounts as at December 31st 2004 refl ect consolidation as at that<br />
date of <strong>Marcolin</strong> S.p.A. (the group parent company) and of the Italian and non-Italian companies directly and<br />
indirectly controlled by the same.<br />
The fi nancial <strong>statements</strong> used for consolidation are those prepared by the individual companies’ directors and<br />
approved by the respective shareholder meetings or boards of directors according to regulations applicable in the<br />
various countries, adjusted and restated, when necessary to align them with the accounting policies envisaged by<br />
Italian Legislative Decree 127/1991 and with Italian and international accounting standards. Generally speaking,<br />
the main adjustments basically concern accounting for leasing transactions using the fi nancial method and<br />
valuation at equity of equity interests not included in the consolidation area.<br />
31
32<br />
Consolidated Annual Report & Accounts<br />
Below we list equity investments consolidated on a 100% line-by-line basis and, for the sake of completeness of<br />
information, those accounted for at equity.<br />
List of companies consolidated on 100% line-by-line basis<br />
Company Headquarters Currency Capital Stock % ownership<br />
Direct Indirect<br />
<strong>Marcolin</strong> & Co. S.p.A. Longarone EUR 593,130.00 99,96 -<br />
<strong>Marcolin</strong> France S.a.r.l. Morez EUR 577,744.58 99.99 -<br />
<strong>Marcolin</strong> (Deutschland) GmbH Ludwigsburg EUR 300,000.00 100.00 -<br />
<strong>Marcolin</strong> (U.K.) Ltd. Newbury GBP 850,000.00 99.88 -<br />
<strong>Marcolin</strong> Iberica S.A. Barcelona EUR 487,480.92 100.00 -<br />
<strong>Marcolin</strong> GmbH Fullinsdorf (CH) CHF 200,000.00 100.00 -<br />
<strong>Marcolin</strong> Portugal Lda. S. Joao do Estoril EUR 420,000.00 99.82 -<br />
<strong>Marcolin</strong> Benelux S.p.r.l. Faimes EUR 240,000.00 99.98 -<br />
<strong>Marcolin</strong> U.S.A. Inc. New York USD 536,500.00 85.40 14.60<br />
<strong>Marcolin</strong> Intern. B.V. Amsterdam EUR 18,151.21 100.00 -<br />
<strong>Marcolin</strong> Asia Ltd. Hong Kong USD 198,863.00 - 100.00<br />
<strong>Marcolin</strong> do Brasil Ltda. Jundiai BRL 2,509,030.00 99.90 0.10<br />
Cébé S.A. Morez EUR 3,004,918.00 - 100.00<br />
Cébé Sport S.A. Nyon CHF 300,000.00 - 99.00<br />
Cébé Scandinavia A.B. Avesta SEK 100,000.00 - 100.00<br />
Cébé Japan Ltd. Tokyo JPY 3,000,000.00 - 100.00<br />
The fi nancial year-end date of the controlled (subsidiary) companies listed above is the same as that of the group<br />
parent company. This is also true of the associated company indicated below.<br />
There have been no changes in the consolidation area compared with the previous FY.<br />
List of companies booked at equity<br />
Finitec S.r.l., a company in which we own a 40% equity interest, performs galvanic fi nishing and lacquering of<br />
eyewear mainly for <strong>Marcolin</strong> S.p.A.<br />
Company Headquarters Currency Capital Stock % ownership<br />
Direct Indirect<br />
Finitec S.r.l. Longarone EUR 54,080.00 40.00 -<br />
2.2 Consolidation and conversion policies<br />
The accounting policies and standards used to draw up consolidated year-end fi nancial <strong>statements</strong> are in line with<br />
those used for the parent company’s statutory year-end fi nancial <strong>statements</strong>. No signifi cant change has occurred<br />
compared with standards applied in the previous FY.<br />
The consolidation method followed is as follows:<br />
a) Incorporation of accounts of companies consolidated on a 100% line-by-line basis, i.e. aggregating<br />
the entire amount of individual companies’ P&L and balance sheet items, regardless of percent equity<br />
interests owned.
16<br />
Consolidated Annual Report & Accounts<br />
FY2004 ended with EBITDA of € 17,193k (with a 9.9% margin on sales), up by € 7,147k (+71%) over the previous<br />
year. We wish to underline that this clear improvement was largely ascribable to the U.S. subsidiary, which reported<br />
EBITDA substantially at breakeven at 2004 year-end as opposed to a negative fi gure of some € -6,110k as at<br />
December 31st 2003 (as indicated in the table below which shows the breakdown of the main operating indicators<br />
between the American market and the rest of the world).<br />
U.S.A. Rest of the world<br />
(Euro/thousand) 31.12.2004 % 31.12.2003 % 31.12.2004 % 31.12.2003 %<br />
REVENUES 37,882 100.0 36,085 100.0 135,321 100.0 121,208 100.0<br />
EBITDA 21 0.1 -6,110 16.9 17,172 12.7 16,155 13.3<br />
EBIT -1,603 4.2 -8,474 23.5 10,830 8.0 9,520 7.9<br />
PRE TAX -2,106 5.6 -9,138 25.3 8,130 6.0 5,277 4.4<br />
Operating Result -2,106 5.6 -9,138 25.3 3,265 2.4 4,986 4.1<br />
The substantial improvement of results achieved by <strong>Marcolin</strong> U.S.A. was driven both by the changed economic<br />
conditions of the U.S. market and by the positive effects of the restructuring plan implemented during the previous<br />
FY. This plan involved implementation of a number of incisive actions designed to recover margin - mainly via<br />
reduction of overhead costs, focus on high-margin lines, and the introduction of new lines such as Kenneth Cole<br />
and Timberland.<br />
As regards the trend of EBITDA achieved in the rest of the world, we note substantial maintenance of margin,<br />
albeit in the presence of diffi culties encountered in European markets and of the less than positive results of Cébé,<br />
as better specifi ed later on in the report.<br />
EBIT also showed signifi cant improvement, increasing from € 1,046k as at December 31st 2003 to some € 9,227k<br />
at 2004 year-end, with a 5.3% margin on sales (vs. 0.7% as at 31/12/2003).<br />
As already highlighted when commenting on EBITDA, the YoY change was essentially ascribable to the<br />
improvement in operating fi gures achieved by our U.S. affi liate, where EBITDA went from a negative fi gure of<br />
€ -8,474k as at December 31st 2003 to a negative fi gure of € -1,603k at 2004 year-end.<br />
By way of further support of the above comments, below we show the main operating fi gures of <strong>Marcolin</strong> U.S.A. Inc.<br />
(in U.S. Dollars):<br />
VALUES IN USD<br />
(U.S. Dollars/thousand) 31.12.2004 % 31.12.2003 % delta<br />
REVENUES 47,121 100 40,820 100 15.44<br />
EBITDA 27 0.1 -6,911 16.9 100.39<br />
EBIT -1,994 4.2 -9,585 23.5 79.19<br />
PRE TAX -2,619 5.6 -10,337 25.3 74.66<br />
Operating Result -2,619 5.6 -10,337 25.3 74.66
<strong>Marcolin</strong> <strong>Group</strong><br />
b) The book value of consolidated equity interests owned by the parent company and other consolidated<br />
companies is eliminated against investee companies’ related net equity (i.e. shareholders’ equity).<br />
Any difference emerging is treated as follows:<br />
• Difference upon fi rst-time consolidation:<br />
If it is the fi rst time that the company has been included in consolidation, the difference is allocated,<br />
as far as possible, to asset and liability items. Any remainder, if positive, is posted under another<br />
asset heading called “Consolidation difference”. If the remainder is negative it is posted under a net<br />
equity heading called “Consolidation reserve” or - when this is due to an expectation of adverse profi t<br />
performance - under a heading called “Consolidation reserve for future risks and charges”.<br />
• Difference stemming from changes in investee companies’ net equity occurring after fi rst-time<br />
consolidation other than those caused by the year’s bottom-line result:<br />
Negative or positive differences are respectively debited or credited to the net equity heading called<br />
“Retained earnings/(losses carried forward)”.<br />
c) Any portions of net equity and net results pertaining to minority interests are shown in a specifi c item<br />
of consolidated net equity called “Share capital & reserves pertaining to minority interests” and of the<br />
consolidated income statement called “Net profi t/(loss) pertaining to minority interests”.<br />
d) Profi ts or losses not yet realised stemming from group intercompany transactions are eliminated,<br />
as are payables and receivables and all transactions that have taken place between companies included<br />
in consolidation.<br />
e) Dividends distributed by companies consolidated on a 100% line-by-line basis are eliminated from<br />
the profi t & loss account, which instead incorporates the results achieved in the FY.<br />
2.3 Departures from rules<br />
We specify that no exceptional cases making it necessary to depart from rules under Article 29, paragraphs 4<br />
and 5, of Italian Legislative Decree 127/1991 occurred.<br />
2.4 Translation of foreign-currency fi nancial <strong>statements</strong><br />
Foreign companies’ fi nancial <strong>statements</strong> are converted into euro according to the following established international<br />
practice, applying fi xed conversion rates as required by Italian Legislative Decree no. 213 of 24/06/1998:<br />
• Assets and liabilities are converted at the current exchange rates in force on the year-end date<br />
• Revenues and costs, plus income and charges, are converted at the average exchange rate for the year<br />
• Individual net equity items are expressed at their historical exchange rates when formed.<br />
Foreign-exchange differences stemming from conversion of fi nal net equity at historical exchange rates as opposed<br />
to that in force on the year-end date are allocated directly to net equity, together with differences between the net<br />
bottom-line result expressed at average exchange-rates and that expressed in euro at exchange rates in force at<br />
year-end, in the item “Reserve for translation differences” , included under the heading “Other reserves”.<br />
The following tables shows the exchange rates applied for conversion:<br />
Currency Symbol Final Exchange Average Exchange<br />
Current Year Prior Year Difference Current Year Prior Year Difference<br />
British Pound GBP 0,7051 0,7048 0.04% 0,6787 0,6920 -1.93%<br />
Swiss Franc CHF 1,5429 1,5579 -0.96% 1,5438 1,5212 1.49%<br />
U.S. Dollar USD 1,3621 1,2630 7.85% 1,2439 1,1312 9.97%<br />
Brasilian Real BRL 3,6728 3,6627 0.28% 3,6341 3,4680 4.79%<br />
Hong Kong Dollar HKD 10,5881 9,8049 7.99% 9,6881 8,8079 9.99%<br />
33
34<br />
Consolidated Annual Report & Accounts<br />
3 ACCOUNTING POLICIES<br />
3.1 <strong>Group</strong> accounting policies<br />
The accounting policies used to draw up group consolidated fi nancial <strong>statements</strong> for the year ending on<br />
December 31st 2004 are the same as those used for the previous FY.<br />
Items in fi nancial <strong>statements</strong> have been accounted for based on general criteria of prudence and temporal<br />
applicability (accrual accounting) with a view to continuation of business by all companies included in the<br />
consolidation area.<br />
Continuity in the application of accounting policies over time is necessary to assure comparability of the<br />
company’s accounts in the various years.<br />
3.2 Other information<br />
Valuation of <strong>Marcolin</strong> U.S.A. Inc.’s inventories is done using the FIFO method, whereas at group level valuation<br />
is based on the weighted average annual cost. We have decided not to change the method used for valuation of<br />
the U.S. subsidiary’s inventories to align it with that of the parent company, since application of the two different<br />
methods does not lead to signifi cant differences.<br />
For further information not contained in these Explanatory Notes, reference should be made to the Report on<br />
Operating Performance.<br />
3.3 Assets and liabilities<br />
a) Intangible fi xed assets<br />
Intangible fi xed assets are posted in accounts at the price paid for acquisition, inclusive of accessory costs and<br />
amortised on a direct straight-line basis according to their residual possibility of utilisation.<br />
Start-up and expansion costs, and R&D and advertising costs featuring multiannual usefulness posted in assets are<br />
amortised in fi ve years - a period considered to be representative of their useful business life.<br />
License and trademark costs are posted at purchase cost, together with accessory costs, and are amortised according<br />
to residual possibility of utilisation.<br />
The “Cébé” trademark was posted on the basis of an appraisal performed at the time of acquisition by a specialised<br />
fi rm, Societex S.A. The trademark is being amortised in 20 years.<br />
Proprietary trademarks and third-party licenses held by <strong>Marcolin</strong> U.S.A. Inc. were posted on the basis of a specifi c<br />
valuation performed by Standard & Poor’s at the time of acquisition of Creative Optics Inc. (later merged by<br />
incorporation in <strong>Marcolin</strong> U.S.A. Inc.) and are being respectively amortised in 15 and 3 years.<br />
If, regardless of amortisation already posted, impairment emerges (i.e. permanent loss of value), the net fi xed asset<br />
is written down accordingly. If in future years the reasons for impairment cease to exist, the asset is written back<br />
to its original value.<br />
The consolidation difference consisting of the goodwill arising from acquisition of the equity interest in the<br />
Cébé <strong>Group</strong> is being amortised on a 10-year basis based on forecasts of the investee company’s future earnings<br />
fl ows. The consolidation difference consisting of the goodwill generated by the acquisition of Creative Optics Inc.<br />
is being amortised in 20 years based on the company’s expected earnings.<br />
b) Tangible fi xed assets and depreciation<br />
Tangible fi xed assets are shown net of their respective accrued depreciation and are posted according to the costs<br />
effectively borne for their purchase or construction. The exceptions are those assets that have been revalued<br />
according to provisions made by law.<br />
Cost includes accessory costs and costs directly attributable to the asset concerned.<br />
The costs of enhancement, upgrading and conversion that translate into an increase in tangible fi xed assets’<br />
production capacity, safety, or useful operational life, are posted as an increase of the book value of the assets to<br />
which they refer.<br />
Routine maintenance and repair costs are fully expensed in the profi t & Loss account. Maintenance costs increasing<br />
asset value are attributed to the assets to which they refer and undergo depreciation according to the latter’s<br />
residual possibility of utilisation.
<strong>Marcolin</strong> <strong>Group</strong><br />
Tangible fi xed assets are systematically depreciated each year on a straight-line basis according to assets’ residual<br />
possibility of business and operational utilisation. Depreciation rates applied are in any case in line with what has<br />
been established also by Italian tax regulations.<br />
If, regardless of depreciation already posted, impairment emerges, the net fi xed asset is written down accordingly.<br />
If in future years the reasons for impairment cease to exist, the asset is written back to its original value.<br />
The main depreciation rates applied by consolidated companies are as follows:<br />
Category Rate<br />
Buildings 3.0%<br />
Non-operating machines 10.0%<br />
Depreciable equipments 40.0%<br />
Operating machines 15.5%<br />
Furniture & fi ttings 12.0%<br />
Booths furniture 27.0%<br />
Electronic machines 20.0%<br />
Vehicles 25.0%<br />
Trucks 20.0%<br />
Assets acquired via fi nancial leasing contracts have been posted in consolidated year-end fi nancial <strong>statements</strong><br />
according to international accounting standards (i.e. IAS 17). These envisage posting of the present value of leasing<br />
instalments among fi xed assets, net of depreciation, and - among liabilities - of the debt for residual principal.<br />
Interest expenses and depreciation relating to the year are posted in the profi t & loss account. Depreciation<br />
of such assets is calculated according to useful business life in the same way as for tangible fi xed assets in the<br />
same category.<br />
Assets under construction and advance payments to suppliers are posted among assets according to the cost<br />
borne, including directly attributable expenses.<br />
c) Fixed fi nancial assets<br />
Equity investments in associated companies in which the group owns a percentage of more than 20% but less<br />
than 50% and where there is no assumption of de-facto control, are accounted for using the net equity method,<br />
eliminating, when signifi cant, the group’s portion of intercompany profi ts not yet realised in the market.<br />
We performed calculation using the net equity method based on the last year-end fi nancial <strong>statements</strong> approved,<br />
adjusted - where necessary and if of signifi cant entity - to reverse tax-driven items and to adapt <strong>statements</strong> to the<br />
accounting standards applied by group companies.<br />
Non-current receivables included among Fixed <strong>Financial</strong> Assets are quantifi ed according to their presumable<br />
realisation value.<br />
Securities are posted at purchase cost. If value as indicated by market trends is lower than entry value, this is<br />
aligned by writing it down to net trading value.<br />
d) Inventory<br />
Inventories are quantifi ed at the lowest between average purchase or production cost and corresponding<br />
presumable disposal value, based on market trends.<br />
“Presumable disposal value” means market value existing on year-end date. It is calculated taking into account any<br />
fabrication costs still to be borne and direct selling costs. More specifi cally, in addition we consider price trends<br />
and all other conditions having an infl uence also in the interval between year-end date and the date of preparation<br />
of year-end accounts.<br />
35
36<br />
Consolidated Annual Report & Accounts<br />
Purchase cost has been used for products purchased for subsequent resale and for directly or indirectly used<br />
materials purchased and utilised in the production cycle, whereas, for fi nished products or work in process,<br />
production cost has been used.<br />
In determining purchase cost, we have taken into account the price effectively borne, inclusive of directly<br />
attributable expenses, including freight costs and customs costs, net of trade discounts.<br />
In production cost, besides the cost of materials used, as defi ned above, we have also considered direct and<br />
indirect manufacturing costs.<br />
Obsolete or slow-moving inventory items have been written down according to their possibility of utilisation<br />
or disposal.<br />
e) Receivables<br />
Receivables are posted in accounts at presumable realisation value produced by the difference between face value<br />
and a specifi c, prudently calculated Doubtful Debt Reserve.<br />
f) Current fi nancial assets<br />
Current fi nancial assets are quantifi ed at the lowest between purchase cost and presumable realisation cost based<br />
on market trends. If in subsequent FYs the reasons for any write-downs cease to exist, book value is aligned with<br />
market value up to the level of the original cost.<br />
g) Cash & banks<br />
Cash & banks as at year-end are shown at their face value.<br />
h) Accruals and deferrals<br />
Accrued income, prepayments, and accrued liabilities and deferred income are calculated according to temporal<br />
applicability (accrual accounting).<br />
i) Accruals for risks and contingencies<br />
Accruals for risks and contingencies are made to cover losses or debts, of a known type and materialisation of<br />
which is certain or likely - but whose entity and date of occurrence cannot be accurately determined at year-end.<br />
Provisioning refl ects the best possible estimate based on information to hand.<br />
The item also includes the value of deferred taxes calculated according to the approach described in the paragraph<br />
called “Income tax in the year”.<br />
Accruals also include provisions made against retirement benefi ts for European affi liates’ staff.<br />
Valuation of accruals complies with the general criteria of prudence and applicability and no generic risk accruals<br />
without any business justifi cation have been made.<br />
j) Accruals for employee severance indemnities<br />
For Italian companies, Accruals for employee severance indemnities, posted in accounts according to the provisions<br />
of the sector’s national collective labour contract and in compliance with current regulations, represents the<br />
group’s effective liability vis-à-vis individual employees as at year-end date, after deduction of any advances paid<br />
our and tax payments on account required by law. This liability is subject to annual index-linked revaluation, as<br />
per the provisions of the Italian Civil Code and relevant legislation.<br />
For non-Italian companies retirement accruals are made in accordance with regulations in force in the individual<br />
countries concerned. Retirement accruals for the French subsidiary Cébé S.A. are posted in consolidated year-end<br />
fi nancial <strong>statements</strong> according to the actuarial/fi nancial method envisaged by IAS 19.<br />
k) Payables<br />
Payables are shown at their face value.<br />
l) Income tax in the year<br />
Taxes in the year are determined according to prudent application of current tax regulations. Debt for current<br />
taxes is shown net of payments on account and of withholding tax paid under the heading “Tax payables”.
<strong>Marcolin</strong> <strong>Group</strong><br />
In addition, prepaid and deferred taxes are provisioned according to the dictates of Italian accounting principle<br />
no. 25 (issued by the Italian National Council of Chartered & Registered Accountants) taking into account the<br />
temporary differences (due to timing differences) between reported results and taxable income.<br />
Prepaid taxes are posted based on the principle of prudence vis-à-vis expected taxable income.<br />
Specifi cally, as regards provisioning of prepaid taxes against accrued tax losses, we point out that they are<br />
posted only:<br />
• If there is reasonable certainty of achieving, in future (normally within the next fi ve FYs) taxable income<br />
of an entity able to absorb taxes losses that can be carried forward, and<br />
• If accrued losses are due to specifi c circumstances that it is believed will not occur again in the future.<br />
m) Foreign-currency transactions<br />
Monetary assets and liabilities denominated in foreign currencies are posted at the spot exchange rate in force<br />
on the date of the transaction originating them and adjusted to the spot exchange rate as at year-end date, taking<br />
derivative hedging contracts into account. Unrealised positive or negative differences stemming from adjustment<br />
of these items to the year-end spot exchange rate are posted in the profi t & loss account.<br />
A new item has been included in the profi t & loss account - i.e. Foreign-exchange gains/(losses) - as per the<br />
provisions of Article 2425, point 17/2 of the Italian Civil Code.<br />
In order to permit proper comparison between fi gures for FY 2004 and those of the previous FY, FY2003 amounts<br />
relating to positive and negative exchange-rate difference - respectively included in the items “Other fi nancial<br />
income” and “Interest and other fi nancial expenses - have been reclassifi ed in the item “Foreign-exchange<br />
gains/(losses)”.<br />
3.4 Revenues<br />
Revenues for the sale of products are recognised in accounts when ownership is transferred, i.e. normally upon<br />
delivery or shipment of goods. In the case of services, revenues are recognised when provision of such services<br />
has been completed.<br />
<strong>Financial</strong> revenues are recognised according to temporal applicability.<br />
3.5 Commitments, guarantees, and risks<br />
Commitm ents and guarantees are shown in memorandum accounts at their contractual value.<br />
Risks for which materialisation of a liability is certain or probable are provisioned in risk accruals based on<br />
consistency criteria.<br />
Risks for which materialisation of a liability is only possible are described in explanatory notes to accounts without<br />
making any provision in relevant accruals.<br />
3.6 Cash fl ow statement<br />
The Cash Flow Statement shows cash fl ows by type, considering in the NFP (net fi nancial position) cash, bank<br />
receivables and payables, other fi nancial debts, and readily monetisable securities.<br />
3.7 Other information<br />
There have been no departures from regulatory requirements under the fourth paragraph of Article 2423 of the<br />
Italian Civil Code.<br />
3.8 Comparability of items<br />
In view of the modifi cations made to the structure and content of the balance sheet and profi t & loss account by<br />
the rules contained in the reform of regulations for corporations introduced by Italian Legislative Decree no. 6 of<br />
January 17th 2003 and subsequent amendments, we have adapted balance sheet and profi t & loss templates to the<br />
requirements of the new provisions.<br />
The amendments and additions made to year-end account templates are as follows:<br />
• Introduction of the items C.II.4/2) and C.II.4/3) respectively for “Tax receivables” and “Prepaid taxes”;<br />
• Inversion of numbering for the Statutory Reserve and Treasury Stock Reserve, respectively numbered<br />
A.V and A.VI as from 2004;<br />
• Introduction of the item D.3 - “Amounts payable to shareholders for loans”;<br />
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Consolidated Annual Report & Accounts<br />
• Introduction of the item C.17/bis) - “Foreign-exchange gains/(losses)”;<br />
• Addition to the item 22) - Income taxes in the year - of the specifi cation “current, deferred, and prepaid”.<br />
For the purposes of uniformity, pursuant to Article 2423/ter of the Italian Civil Code, the corresponding items in<br />
the previous year have also been reclassifi ed, as illustrated below (in Euro/thousand):<br />
4 ILLUSTRATION OF MAIN ITEMS OF CONSOLIDATED FINANCIAL STATEMENTS<br />
The fi gures shown in tables in these explanatory notes are in Euro/thousand, as envisaged in Italian accounting<br />
standard 27 issued by the National Council of Chartered & Registered Accountants. Given this, the sums of the<br />
various amounts, not showing decimal points, are rounded.<br />
4.1 ASSETS<br />
Old Scheme New Scheme<br />
CII5) Other receivables 8,016 CII4-bis) Receivables from tax authorities 45<br />
CII4-ter) Accrued Taxes 5,587<br />
CII5) Other receivables 2,384<br />
D4) Other fi nancing payables 1,073 D3) Payable to Shareholders for fi nancing 0<br />
D5) Other fi nancing payables 1,073<br />
C16d) Other fi nancial income 880 C16d) Other fi nancial income 880<br />
C17-bis) Gains and Losses on exchange rate 0<br />
C17) Interests and other fi nancial charges -7,553 C17) Interests and other fi nancial expenses -3,956<br />
C17-bis) Gains and Losses on exchange rate -3,597<br />
Intangible fi xed assets<br />
Intangible fi xed assets as at December 31st 2004 showed a total balance of some € 13,042k. Individual items are<br />
detailed in the table below:<br />
INTANGIBLE ASSETS 31.12.2004 31.12.2003<br />
(Euro/thousand)<br />
Start-up and expansion costs 0 0<br />
R&D, advertising costs 92 38<br />
Industrial and other patent rights 66 155<br />
Concessions, licenses, trademarks and similar rights 3,607 4,132<br />
Goodwill 0 0<br />
Assets under construction and advances 2,009 610<br />
Other intangible assets 1,083 1,184<br />
Consolidation differences 6,186 7,138<br />
Total 13,042 13,257<br />
Start-up and expansion costs<br />
Start-up and expansion costs, which as at December 31st 2004 had been fully amortised, related to costs borne for<br />
stock market listing of the group parent company.<br />
Research & development and advertising costs<br />
The amount shown for the present item refers to Cébé S.A. and consists of investments made to create the new<br />
The North Face and Cébé collections.
<strong>Marcolin</strong> <strong>Group</strong><br />
Concessions, licenses, and trademarks<br />
The amount shown for Concessions, licenses, and trademarks includes:<br />
1) The value of the Cébé trademark that - following appraisal performed in February 2000 by the fi rm Societex S.A. -<br />
was originally booked at a net value of some € 2,414k and amortised at the annual rate of 5%. Its net value as at FY2004<br />
year-end amounted to about € 1,690k.<br />
The Cébé trademark’s underwent appraisal by independent consultants at the beginning of 2005, which showed a<br />
gross value of approximately € 2,500k.<br />
2) The value of the proprietary trademarks and licenses held by ex-Creative Optics Inc. (now <strong>Marcolin</strong> U.S.A. Inc.),<br />
originally amounting to USD 3,700k (= about € 2,716k at the 2004 year-end exchange rate) based on valuation<br />
performed by Standard & Poor’s at the time of acquisition, are being amortised as indicated earlier in the description<br />
of accounting policies. Net value as at FY2004 year-end amounted to some USD 1,540k (= about € 1,313k).<br />
As in the case of the Cébé trademark, the net book value as at December 31st 2004 of <strong>Marcolin</strong> U.S.A. Inc.’s proprietary<br />
trademarks and licenses underwent specifi c independent analysis, as better detailed later on.<br />
Consolidation difference<br />
This item includes goodwill stemming from acquisition of the Cébé <strong>Group</strong>, originally amounting to some € 2,005k,<br />
the net value of which at year-end was about € 802k (based on an annual amortisation rate of 10%), as well as goodwill<br />
stemming from acquisition of Creative Optics Inc., originally amounting to about USD 8,508k (= about € 6,246k at the<br />
exchange rate in force on December 31st 2004), the net value of which at year-end was USD 6,806 (= about € 4,997k,<br />
annual amortisation rate = 5%).<br />
As highlighted in the report on operating performance, all intangible items (trademarks, licenses and goodwill)<br />
relating to the American affi liate <strong>Marcolin</strong> U.S.A. Inc. and to Cébé underwent impairment testing of their value as<br />
at December 31st 2004 by independent consultants in the early months of 2005, based on their respective business<br />
plans. The results of these appraisals confi rmed the net book values posted in accounts.<br />
Assets under construction<br />
Intangible assets under construction include the investment made by the parent company for purchase of the<br />
SAP ERP information system totalling some € 2,009k. This cost, which will be amortised as from 2005 upon full<br />
on-stream operation of the system, includes the expense borne for acquisition of the software license and for<br />
some consulting services strictly related to the system’s implementation, as well as capitalisation of the cost of staff<br />
involved in the project.<br />
For review of changes in intangible fi xed assets during the FY reference should be made to Attachment 1.<br />
Tangible fi xed assets<br />
Tangible fi xed assets as at December 31st 2004 are summarised below:<br />
TANGIBLE ASSETS<br />
(Euro/thousand)<br />
31.12.2004 31.12.2003<br />
Land and buildings 6,442 6,716<br />
Plant and machinery 1,515 2,062<br />
Industrial and commercial equipment 2,113 1,985<br />
Other tangible assets 2,534 3,340<br />
Construction in progress and advances 36 108<br />
Total 12,639 14,211<br />
Below we briefl y illustrate changes occurring in items included in tangible fi xed assets:<br />
• Land & buildings: the decrease of some € 274k was mainly due to depreciation for the year and to<br />
translation differences.<br />
• Plant & machineries: the total balance decreased by some € 547k, with the change being basically due to<br />
depreciation for the year and to translation differences. The main increases in the year relating to this<br />
item referred to the group parent company <strong>Marcolin</strong> S.p.A. for the replacement of plant and machineries<br />
(about € 147k).<br />
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Consolidated Annual Report & Accounts<br />
• Industrial & commercial equipment: there was a net increase of some € 128k. The main increases related<br />
to investments of about € 972k made by the parent company for the creation of new eyewear lines.<br />
Decreases mainly related to depreciation for the year and to translation differences.<br />
• Other tangible fi xed assets: the net reduction of € 807k was ascribable to depreciation for the year - mainly<br />
relating to the U.S. and U.K. affi liates. Increases during the year mainly related to <strong>Marcolin</strong> S.p.A. and<br />
basically concerned replacement of trade show stands (about € 227k).<br />
Tangible fi xed assets were revalued in previous years in accordance with current regulations. We have<br />
not undertaken any discretionary or voluntary revaluations, since the maximum limit of revaluations<br />
undertaken is the objectively determined use value of the fi xed assets concerned.<br />
Total tangible fi xed assets in the year refl ect the effect of accounting of amounts for assets acquired via fi nancial<br />
leasing contracts according to international accounting standards (IAS 17), the detail of which is shown below in<br />
terms of net amounts:<br />
EFFECT OF IAS 17<br />
(Euro/thousand)<br />
2004 2003<br />
Land and Buildings 938 971<br />
Plant and machinery 29 92<br />
Other 0 10<br />
Fixed fi nancial assets<br />
Equity investments<br />
As at December 31st 2004 the following equity investments were not included in the consolidation area and were<br />
booked at equity:<br />
SHAREHOLDINGS IN ASSOCIATED COMPANIES 31.12.2004 31.12.2003<br />
(Euro/thousand) % Value % Value<br />
Finitec S.r.l. 40% 560 40% 536<br />
Total 560 536<br />
Receivables (non-current)<br />
Amounts receivable from others decreased from about € 1,344k as at December 31st 2003 to about € 1,045k as at<br />
December 31st 2004.<br />
€ 999k of this item consists of a credit stemming from the transactions between <strong>Marcolin</strong> U.S.A. Inc. and the<br />
U.S. company Active Media Service, to which slow-moving eyewear inventory had originally been sold for a price<br />
at historic cost of some USD 2,3 mn. This credit is being discharged via compensation of debts in the form of<br />
purchase of services, media products, and marketing services as envisaged in a specifi c contractual agreement that<br />
expires at the end of 2008.<br />
This credit was reduced by some € 200k during 2004 - both by using the credit with Active Media Service and by<br />
provisioning write-down in compliance with American accounting principles.
FINANCIAL ASSETS - MATURITY ANALYSIS<br />
(Euro/thousand) within one year after one year and<br />
within 5 years<br />
<strong>Marcolin</strong> <strong>Group</strong><br />
Other securities<br />
This item includes cautionary deposits relating to the U.S. affi liate and Cébé, as well as bonds and equities received<br />
by <strong>Marcolin</strong> U.S.A. Inc. to replace receivables previously written down.<br />
CURRENT ASSETS<br />
after 5 years 31.12.2004 31.12.2003<br />
B.III <strong>Financial</strong> assets<br />
Receivables:<br />
a) due from subsidiaries<br />
b) due from associated companies<br />
c) due from parent companies<br />
d) due from others 0 1,046 0 1,046 1,344<br />
Total 0 1,046 0 1,046 1,344<br />
Inventories<br />
Inventories as at December 31st 2004 amounted to some € 45,526k vs. an amount of about € 52,593k as at December<br />
31st 2003. The decrease was mainly ascribable to <strong>Marcolin</strong> U.S.A. Inc. and to the parent company and related to<br />
more rational inventory management at group level.<br />
We also note that, at 2004 year-end we aligned the value of slow-moving inventory with market value via an<br />
inventory write-down accrual totalling some € 7,512k. Of this about € 3,267k related to <strong>Marcolin</strong> S.p.A. and about<br />
2,082k to <strong>Marcolin</strong> U.S.A. Inc.<br />
Receivables (current)<br />
The item showed a balance of some € 63, 729k (vs. about € 61,162k as at December 31st 2003) and featured the<br />
following breakdown:<br />
RECEIVABLES - MATURITY ANALYSIS<br />
(Euro/thousand) within one year after one year and<br />
within 5 years<br />
after 5 years 31.12.2004 31.12.2003<br />
C.II Receivables:<br />
Trade receivables 62,098 0 0 62,098 53,146<br />
Due from subsidiaries 0 0 0 0 0<br />
Due from associated companies 0 0 0 0 0<br />
Due from parent companies 0 0 0 0 0<br />
Due from tax authorities 1,279 0 0 1,279 45<br />
Accrued taxes 2,462 2,315 0 4,777 5,587<br />
Due from others 574 1 0 575 2,384<br />
Total 66,413 2,316 0 68,729 61,162<br />
Trade receivables<br />
Trade receivables amounted to some € 62,098k with the balance showing an increase of some € 8,952k vs. the<br />
balance as at December 31st 2003. It should be remembered that, at the end of the previous FY, receivables were<br />
shown net of factoring transactions totalling some € 7,712k undertaken by the parent company. Consequently, we<br />
highlight the fact that, gross of these transactions, trade receivables in FY2004 would have increased less than<br />
proportionally in relation to the sales increase. This was substantially ascribable to tight credit management and<br />
to better credit collection conditions.<br />
41
42<br />
Consolidated Annual Report & Accounts<br />
RECEIVABLES BY GEOGRAPHICAL AREA<br />
Italy Rest of Europe North America Rest of the world Total<br />
Current assets<br />
- trade receivables 25,425 24,756 4,794 7,124 62,098<br />
- other receivables 441 86 14 34 575<br />
(Amounts in Euro/thousand)<br />
Figures are shown net of accrued doubtful debt provision of some € 3,669k (vs. about € 3,314k at the end of the<br />
previous FY). The increase was substantially due to high provisioning posted by <strong>Marcolin</strong> S.p.A. and Cébé in order<br />
to align receivables’ value with their presumable realisation value.<br />
The amount of doubtful debt provision accrued represents our best estimate of loss risks. Accrued provision<br />
changed as shown in the following table:<br />
RESERVE FOR DOUBTFUL ACCOUNTS<br />
(Euro/thousand) 31.12.2004<br />
Opening Balance 3,314<br />
Provisions 1,528<br />
Utilization -1,081<br />
Other movements -91<br />
Year-end Balance 3,670<br />
Amounts receivable from others, tax receivables and prepaid-tax credits<br />
Amounts receivable from other totalled some € 575k as compared with some € 2,384k at the end of the previous FY.<br />
The item consisted of credits posted by the parent company for cautionary deposits and for payments on account.<br />
Tax receivables amounted to some € 1,200k, mainly pertaining to the German affi liate and relating to VAT credit<br />
for purchases made in the period.<br />
Prepaid taxes refundable (relating to temporary deductible differences), which amounted to about € 4,777k,<br />
pertained almost totally to <strong>Marcolin</strong> S.p.A. Changes occurring in this item are detailed in the explanatory note to<br />
the parent company’s statutory year-end accounts.<br />
Below we show the detail as at December 31st 2004, by individual company, of the group’s tax losses carried<br />
forward, against which we have not posted deferred tax assets for prepaid taxes due to the absence of reasonable<br />
certainty of their recoverability:<br />
COMPANY<br />
(Euro/thousand) Value Rate Deferred Taxes<br />
<strong>Marcolin</strong> France S.a.r.l. 924 34% 317<br />
<strong>Marcolin</strong> (Deutschland) GmbH 1,585 40% 634<br />
<strong>Marcolin</strong> International B.V. 32 35% 11<br />
<strong>Marcolin</strong> Benelux S.p.r.l. 136 34% 46<br />
<strong>Marcolin</strong> & Co. S.p.A. 142 33% 47<br />
<strong>Marcolin</strong> U.S.A. Inc. 17,871 39% 6,927<br />
Total 20,690 7,982<br />
The year in which the above tax losses expire is different for each of the companies indicated in the table. We have<br />
instead booked deferred tax assets for prepaid taxes for the subsidiaries Cébé (about € 528k) and <strong>Marcolin</strong> GmbH<br />
- Switzerland (about € 117k).
Current fi nancial assets<br />
<strong>Marcolin</strong> <strong>Group</strong><br />
Treasury stock<br />
As at December 31st 2004 the group parent company hold 681,000 of its own shares (treasury stock) - accounting<br />
for approximately 1.50% of total share capital - for a nominal total amount of € 351,120. The amount shown in yearend<br />
accounts includes write-back - within the limit of original cost - of some € 187k posted in the year in order to<br />
align book value with the stock’s market price.<br />
Other securities<br />
As at December 31st 2004 the company did not hold any other securities in its portfolio.<br />
Cash & banks<br />
The balance represents liquid resources as at year-end date. The decrease of some € 5,159k over the previous year<br />
was due to the fact that, at the end of 2003, the parent company had collected part of a loan, use of which took<br />
place in the fi rst few days of FY2004.<br />
Accrued income & prepayments<br />
Below we detail the breakdown of this item:<br />
ACCRUED INCOME AND PREPAYMENTS<br />
(Euro/thousand) 31.12.2004 31.12.2003<br />
Accrued income:<br />
- Lease commitments 0 0<br />
- Interest income 0 0<br />
- Other 232 447<br />
Total Accrued income 232 447<br />
Prepayments:<br />
- Rental expense 8 44<br />
- Insurance premiums 140 120<br />
- Discounts, premiums and other costs for granting loans and obtaining fi nancing 0 0<br />
- Other 1,878 1,807<br />
Total Prepayments 2,027 1,972<br />
Total Accrued Income and Prepayments 2,259 2,419<br />
€ 1,154k of the balance of the sub-item “Other prepayments” related to <strong>Marcolin</strong> U.S.A. Inc. and represented<br />
the year’s portion of insurance premiums, royalties, and advertising expenses. The remainder of the amount<br />
related to the parent company for the 2005 portion of the non-recurrent one-off amount paid in previous years to<br />
Dolce & Gabbana S.p.A. for about € 206k, besides the consulting costs incurred at the end of the previous year<br />
for acquisition of a new license, the residual value of which is about € 181k (the cost has been spread over the<br />
contract’s duration).<br />
We specify that no fi nancial charges were allocated to balance-sheet assets during the year.<br />
43
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Consolidated Annual Report & Accounts<br />
4.2 LIABILITIES<br />
Shareholders’ Equity<br />
Changes occurring in Consolidated Shareholders’ Equity (net equity) during the year are detailed in Attachment 3.<br />
As at December 31st 2004 the parent company’s share capital, fully subscribed and paid in, consisted of 45,378,000<br />
ordinary shares of a nominal value of € 0.52 each.<br />
Reference should be made to Attachment 4 for the reconciliation between parent company and consolidated net<br />
equity and net result.<br />
Accrued provisions for Risks & Contingencies and for Employee Severance Indemnities<br />
The following table shows changes occurring in these items:<br />
PROVISION FOR CONTINGENCIES AND COMMITMENTS AND STAFF LEAVING INDEMNITIES<br />
(Euro/thousand) Opening<br />
Balance<br />
Retirement benefi ts and similar obligations<br />
Accrued provisions for retirement benefi ts and similar obligations relates to provision for agent s’ indemnities.<br />
They refl ect prudent assessment of the risk connected with possible termination by the company of the mandate<br />
given to agents. The item refers to the parent company, for an amount of some € 732k.<br />
Other provisions<br />
The “Other provisions” item mainly consisted of estimated risk provision of some € 606k posted to take into<br />
account marked-to-market valuation of some interest-rate hedging transactions (connected with loan operations)<br />
executed by the parent company and still in place at year-end. It also included provision for litigation risks<br />
of some € 192k and provisions totalling € 400k for the risk of customer returned goods, both relating to the<br />
parent company.<br />
Accrued provision for employee severance indemnities<br />
The amount set aside represents the <strong>Group</strong>’s effective debt, as at December 31st 2004, to employees on the payroll<br />
as at that date, net of advances paid out.<br />
Average employee headcount during the year was as follows:<br />
Provisions Utilization Other<br />
movements<br />
Translation<br />
Differences<br />
Year-end<br />
Balance<br />
Provision for severance indemnities<br />
and similar commitments 866 175 -19 0 -276 746<br />
Provision for taxes 194 180 -149 0 -2 222<br />
Other provisions 1.209 530 -372 0 0 1.367<br />
Provision for future contingencies and commitments 0 31 0 0 0 31<br />
TOT Provision for Contingencies and Commitments 2.269 915 -540 0 -278 2.366<br />
Total Staff Leaving Indemnities 4.374 922 -666 276 0 4.906<br />
EMPLOYEES<br />
Category Average 31.12.2004 Average 31.12.2003<br />
Managers 25 25<br />
First line managers 61 61<br />
White Collars 457 478<br />
Blue Collars 519 520<br />
Total 1,062 1,084
<strong>Marcolin</strong> <strong>Group</strong><br />
Payables<br />
The detail of and changes in the various items are shown in Attachment 5. Below we comment on breakdown and<br />
the most signifi cant changes.<br />
Bank loans and overdrafts<br />
The balance of bank loans and overdrafts mainly consisted of the residual amounts payable for bank loans<br />
taken out by <strong>Marcolin</strong> S.p.A. (about € 43,755k), by the Cébé <strong>Group</strong> (about € 9,123k), and by <strong>Marcolin</strong> U.S.A. Inc.<br />
(about € 734k).<br />
Going into greater detail, the structure of the group parent company’s medium-/long-term debt as at<br />
December 31st 2004 was as follows:<br />
BANK Currency Starting<br />
Amount<br />
Mediocredito<br />
del FVG S.p.A.<br />
Residual<br />
Amount<br />
USD 5,000,000 2,000,000 27-06-2006<br />
Expiration Interest Rate Note<br />
Libor<br />
6 months<br />
+0.8%<br />
Efi banca S.p.A.* EUR 7,230,000 3,760,000 15-09-2006 5.05%<br />
Interbanca S.p.A. EUR 7,000,000 3,500,000 5-01-2007<br />
Euribor<br />
6 months<br />
+1.10%<br />
Unicredit Banca S.p.A. EUR 8,000,000 3,590,000 31-01-2007 5.31%<br />
Unicredit Banca S.p.A. EUR 2,000,000 1,050,000 31-03-2007<br />
San Paolo IMI S.p.A.* EUR 7,000,000 5,440,000 29-05-2008<br />
Ministero Attività<br />
Produttive<br />
Efi banca S.p.A.<br />
Unicredit Banca S.p.A.*<br />
Ministero delle attività<br />
produttive (Innovazione<br />
Tecnologica)<br />
EUR<br />
EUR<br />
EUR<br />
2,000,000<br />
granted<br />
1,939,081<br />
(Credit<br />
Line)<br />
20,000,000<br />
1,652,000<br />
granted<br />
793,000<br />
Euribor<br />
3 months<br />
+0.8%<br />
Euribor<br />
6 months<br />
+0.8%<br />
1,550,000 17-12-2008 1.71%<br />
17,000,000 11-12-2006<br />
Euribor<br />
3 months<br />
+1.5%<br />
793,000 1.012%<br />
* These loans contractually establish covenants calculated on the main operating and fi nancial indicators of consolidated fi nancial <strong>statements</strong>.<br />
10 deferred instalments (Capital<br />
Share 500,000 USD), falling due<br />
on January 10 and July 10.<br />
Loan instalments and rate<br />
subject to coverage operations<br />
Refund with half-year<br />
instalments, from March 15, 2003<br />
fi nancing on BEI funds<br />
10 half-year instalments<br />
(capital share 700,000 euro)<br />
from July 5,2002.<br />
60 deferred monthly instalments<br />
(capital share 152,108.7 euro).<br />
10 deferred half-year instalments<br />
(capital share 223,819.59 euro)<br />
from September 30, 2002.<br />
Expedited on May 29, 2003.<br />
Refundable in 9 half-year<br />
instalments<br />
(capital share 777,778 euro)<br />
from May 20, 2004.<br />
Subsidized loan in accordance<br />
with the Law no. 394 of<br />
July 29, 1981, refundable in<br />
10 half-year instalments from<br />
06.17.2004 with a<br />
pre-amortization instalments.<br />
“stand by” Credit Line<br />
“revolving” type,<br />
dated December 11, 2003.<br />
Pool-loan. Term out option which<br />
allows the respite of refund<br />
to December 11, 2008<br />
Subsidized loan in accordance<br />
with the Law no. 46, 1982,<br />
refundable in 10 year<br />
instalments.<br />
45
46<br />
Consolidated Annual Report & Accounts<br />
We also point out - as regards a loan granted to the parent company with a residual amount on today’s date of some<br />
€ 2.8 mn - that one of the parameters used as a covenant benchmark was exceeded. The bank concerned has, however,<br />
already authorised this overshoot without this giving rise to any change in the economic conditions applied.<br />
Amounts payable to other sources of fi nance<br />
The item includes a debt of <strong>Marcolin</strong> S.p.A. for some € 793k concerning a loan issued by the Italian Industry<br />
Ministry for research and technological innovation activity performed by the parent company. The item also<br />
includes the fi gure relating to posting of fi nancial leasing contracts based on application of international accounting<br />
standards (IAS 17).<br />
Trade payables<br />
The decrease of some € 3,953k in trade payables over the previous year was due to reduction of purchases made<br />
by the parent company and by the U.S. affi liate.<br />
PAYABLES BY GEOGRAPHICAL AREA<br />
(Euro/thousand) Italy Rest of Europe North America Rest of the world Total<br />
Payables<br />
- Trade payables 19,282 4,436 -49 4,806 28,475<br />
- Other payables 1,822 944 563 20 3,348<br />
Notes payable<br />
These mainly consisted of debts falling due after more than 12 months relating to <strong>Marcolin</strong> U.S.A. Inc. and mainly<br />
concerning commercial transactions, for an amount of approximately € 54k.<br />
Amounts payable to associated companies<br />
The balance as at December 31st 2004 amounted to some € 1,117k and consisted solely of the parent company’s<br />
debt to Finitec S.r.l., arising as a result of commercial transactions undertaken at going market rates.<br />
Taxes payable<br />
The balance amounted to about € 4,217k and mainly consisted of the debt for the year’s taxes, amounts payable to<br />
the Inland Revenue for taxes withheld at source, and VAT. In contrast with 2003 the parent company reported a<br />
net debt vis-à-vis the Inland Revenue included in the item (about € 2,604k).<br />
Social security payables<br />
The year-end balance amounted to some € 1,727k. The change over the previous year totalled some € 85k with the<br />
largest increases relating to Cébé and to the parent company.<br />
Other payables<br />
Other debts mainly refer to (a) debt positions totalling existing vis-à-vis employees of <strong>Marcolin</strong> S.p.A. - for some<br />
€ 1,806k - for wages & salaries, holidays not taken, and bonuses, (b) <strong>Marcolin</strong> U.S.A. Inc. (about € 563k), and (c)<br />
Cébé (about € 599k).<br />
Accrued liabilities and deferred income<br />
Deferred income totalled some € 1,558k and related mainly to <strong>Marcolin</strong> S.p.A. - about €528k (for the portion accruing<br />
in the year of interest payable to banks for loans granted and for hedging transactions) - and to <strong>Marcolin</strong> U.K.<br />
(about € 336k).<br />
Also posted among accrued liabilities, as applicable to the year, were positive and negative fl ows relating to the<br />
interest-rate hedging contracts described later on.
The breakdown of accrued liabilities and deferred income by type is summarised below:<br />
ACCRUED LIABILITIES AND DEFERRED CHARGES<br />
4.3 MEMORANDUM ACCOUNTS<br />
<strong>Marcolin</strong> <strong>Group</strong><br />
(Euro/thousand) 31.12.2004 31.12.2003<br />
Accrued Liabilities:<br />
- Rental expense 0 0<br />
- Interest expenses 0 10<br />
- Royalties 573 176<br />
- Other 984 958<br />
Total 1,558 1,144<br />
Deferred Charges:<br />
- Other 53 85<br />
Total 53 85<br />
TOTAL Accrued liabilities and deferred charges 1,611 1,230<br />
Sureties given to subsidiaries amounting to some € 5,278k mainly referred to Cébé and <strong>Marcolin</strong> U.S.A. Inc.<br />
Of sureties given to third parties some € 1,731k referred to the bank issuing a low-rate loan under Italian Law 394.<br />
The company’s commitments concerned leasing companies (about € 333k).<br />
Other information:<br />
We specify that, as at December 31st 2004, the group parent company <strong>Marcolin</strong> S.p.A., besides the transactions<br />
already shown in accounts via marked-to-market valuation, had the following transactions in place:<br />
• A forex knock-out/knock-in (Ko Ki) forward contract for a total of USD 2 mn hedging the remaining<br />
instalments of repayment of the loan granted by Mediocredito del Friuli Venezia Giulia S.p.A., which at<br />
year-end amounted to some USD 2 mn.<br />
• An IRS (interest-rate swap) contract, with the underlying liability consisting of the loan of € 7 mn<br />
stipulated with San Paolo IMI S.p.A. in May 2003 for a nominal amount of € 7 mn for conversion of<br />
the fl oating rate to a fi xed rate upon materialisation of given conditions, with pre-defi ned cap and fl oor<br />
limits (as at year-end the market value was negative for <strong>Marcolin</strong> by some € 5k).<br />
The contracts were stipulated in order to reduce the underlying loans’ costs and to protect the<br />
company against any future increases in rates and should therefore be considered to be non-speculative<br />
in nature.<br />
47
48<br />
Consolidated Annual Report & Accounts<br />
4.4 INCOME STATEMENT<br />
Value of production<br />
Revenues from sales and services<br />
Sales revenues as up to December 31st 2004 totalled some € 173,202k and featured the following breakdown by<br />
category and geographical area:<br />
SALES OF GOODS AND SERVICES<br />
(Euro/thousand) 31.12.2004 31.12.2003<br />
Category:<br />
- Frames 160,751 145,730<br />
- Ski goggles 8,401 7,456<br />
- Accessories 4,051 4,107<br />
Total for category 173,202 157,294<br />
Geographical area:<br />
- Italy 40,451 32,804<br />
- Europe 78,644 73,485<br />
- U.S.A. 35,074 34,380<br />
- Rest of the world 19,033 16,625<br />
Total for geographical area 173,202 157,294<br />
Note: U.S.A. geographical area: the group’s sales solely in the U.S. market.<br />
As illustrated in the report on operating performance, the increase was mainly ascribable to the good performance<br />
of the parent company - about € 12,577k (+15%), of the Spanish affi liate - about € 2,076k (+18%), of the American<br />
affi liate - about € 1,769k (+5%), and of the French affi liate - about € 1,419k, which was set against the decrease of<br />
some €1,042k of Cébé S.A.<br />
Other income<br />
The amount of the item “Other income” decreased from some € 2,149k as at December 31st 2003 to about € 1,869k<br />
as at December 31st 2004. The reduction was mainly due to lower reimbursement of freight expenses charged to<br />
customers by <strong>Marcolin</strong> U.S.A. Inc.<br />
OTHER INCOME<br />
(Euro/thousand) 31.12.2004 31.12.2003<br />
Reimbursements for transportation expenses 1.447 1.580<br />
Reimbursement for other expenses 0 0<br />
Government grants received 0 0<br />
Other 421 569<br />
Total other income 1.869 2.149<br />
Cost of production<br />
Materials costs<br />
The cost borne for raw and ancillary materials decreased by some 8% vs. FY2003. We point out that, during 2004,<br />
the parent company reclassifi ed some costs concerning the purchase of components - previously included among<br />
costs for outsourced processing (Item B7 - service costs - in year-end fi nancial <strong>statements</strong>) - in order to represent<br />
the costs borne for this cost item better. Applying the same accounting policy as that adopted during 2004, costs of<br />
raw and ancillary materials and of fi nished products as at December 31st 2003 would have totalled some € 55,656k<br />
and therefore, as at December 31st 2004, would have decreased by some € 7,555k.
<strong>Marcolin</strong> <strong>Group</strong><br />
This reduction stemmed from more rational inventory management, especially by our U.S. affi liate, together with<br />
the effect of the €/USD exchange rate.<br />
COST OF RAW MATERIALS, AUXILIARY MATERIALS, SPARE PARTS AND GOODS<br />
(Euro/thousand) 31.12.2004 31.12.2003<br />
Raw materials, auxiliary materials and consumables 19,586 20,352<br />
Finished products 23,052 25,854<br />
Goods 3,603 4,120<br />
Other 1,861 1,893<br />
Total for category 48,101 52,219<br />
Service costs<br />
These costs are detailed in the following table and compared with those of the previous year:<br />
SERVICE COSTS<br />
(Euro/thousand) 31.12.2004 31.12.2003<br />
Subcontracting production costs 4,684 7,898<br />
Galvanizing treatment costs 2,358 2,496<br />
Other manufacturing services 1,686 2,270<br />
Travel and transportation 5,604 5,218<br />
Commissions expenses 8,859 7,707<br />
Advertising and various selling expenses 11,472 11,176<br />
Energy and telephone, etc. 1,337 1,572<br />
Insurance 656 659<br />
Consultancy costs 1,836 1,434<br />
Legal expenses 301 255<br />
Advertising royalties 5,943 5,176<br />
Others 3,768 3,433<br />
Total 48,504 49,295<br />
Service costs decreased by a total of about € 791k. Considering the reclassifi cation mentioned earlier, we note that<br />
- with application of the same accounting policy as that adopted in 2004 to fi gures as at December 31st 2003 -<br />
service costs would have increased by about € 2,646k. This change was mainly due to high sales volume achieved<br />
during 2004 with an incidence on sales of some 28%, substantially in line with the previous FY (about 29%).<br />
Leasing, rental, and royalty costs<br />
Leasing, rental and royalty costs increased by some 16.8% over the previous FY, rising from € 13,855k as at<br />
December 31st 2003 to € 16,219k as at December 31st 2004.<br />
The change versus the previous FY in terms of incidence on sales - up from approximately 8.8% in 2003 to about<br />
9.4% in 2004 - was due to the increase of the cost of royalties paid to licensors.<br />
Personnel costs<br />
Personnel costs decreased by some € 1,308k over the previous FY (about -3.1%). This reduction is explained by the<br />
combined effect of (a) reduction of the U.S. affi liate’s personnel costs by some € 2,257k, based on the reorganisation<br />
plan and (b) a cost increase for some group companies, including <strong>Marcolin</strong> S.p.A., with the increase in the latter<br />
case also being due to renewal of the national collective labour contract.<br />
49
50<br />
Consolidated Annual Report & Accounts<br />
PERSONNEL COSTS<br />
(Euro/thousand) 31.12.2004 31.12.2003<br />
Wages and salaries 31,439 32,613<br />
Social Charges 7,738 7,815<br />
Staff leaving indemnity 888 918<br />
Severance indemnities and similar commitments 163 168<br />
Other costs 157 179<br />
Total personnel costs 40,385 41,693<br />
Depreciation, amortisation and write-downs<br />
Neither amortisation of intangible fi xed assets nor depreciation of tangible fi xed assets underwent signifi cant<br />
changes. For further detailed information, reference should be made to Attachment 2.<br />
Write-down of receivables mainly stemmed from provisions made by <strong>Marcolin</strong> S.p.A. and amounting to some<br />
€ 700k, following diffi culties emerging during the year for some customers, above all in the domestic market, and<br />
posted in order to align receivables with their presumable realisation value.<br />
Other fi nancial income<br />
As regards the sub-items forming part of “Other fi nancial income”, we note that the balance of some € 604k as<br />
at December 31st 2004 (vs. a balance of € 880k as at December 31st 2003) mainly consisted of income relating to<br />
hedging transactions and to bank interest income.<br />
Interest and other fi nancial charges<br />
INTEREST AND OTHER FINANCIAL CHARGES<br />
(Euro/thousand) 31.12.2004 31.12.2003<br />
Bank interest expenses 1,996 1,908<br />
Other Interest expenses 712 576<br />
Total interest expenses 2,708 2,484<br />
Other fi nancial charges 1,325 1,472<br />
Total 4,034 3,956<br />
GAINS AND LOSSES ON EXCHANGE RATE<br />
(Euro/thousand) 31.12.2004 31.12.2003<br />
Gains 1,801 1,651<br />
Losses -1,800 -3,597<br />
Total Gains and Losses on Exchange rate 1 -1,946<br />
Bank interest expenses and Other interest expenses combined increased by some € 224k over the previous year.<br />
Other fi nancial charges decreased by about € 146k and mainly consisted of cash discounts totalling € 793k, mainly<br />
granted by the U.S. affi liate to its customers, and of other bank expenses.<br />
Foreign-exchange gains as at December 31st 2004 amounted to about € 1,801k vs. a balance of some € 1,651k as at<br />
December 31st 2003.<br />
Foreign-exchange losses as at December 31st 2004 amounted to some € 1,800k vs. a balance of about € 3,597k as<br />
at December 31st 2003.<br />
We note that the net balance of foreign-exchange gains and losses went from a loss of some € -1,946k at the end<br />
of the previous 2003 to substantial breakeven at the end of 2004. This was also due to exchange-rate hedging<br />
transactions undertaken by the parent company.
Adjustments to value of fi nancial assets<br />
<strong>Marcolin</strong> <strong>Group</strong><br />
Write-up of securities held as current assets<br />
The amount shown in accounts includes write-back in the year of some € 187k on the value of the 681,000 shares<br />
held by the parent company, posted within the limit of original cost, in order to align book value with the stock’s<br />
market prices.<br />
Extraordinary income and expenses<br />
The following table details extraordinary income and expense items.<br />
EXTRAORDINARY INCOME AND EXPENSES<br />
(Euro/thousand) 31.12.2004 31.12.2003<br />
Extraordinary income<br />
Gain from the disposal of fi xed assets 43 7<br />
Prior year income 108 97<br />
Income from amounts written off 113 222<br />
Compensation for damages 2 0<br />
Income from variation in valuation criteria 0 0<br />
Other extraordinary income 268 509<br />
Total extraordinary income 534 835<br />
Extraordinary expenses<br />
Loss from the disposal of fi xed assets 40 63<br />
Prior year expense 207 43<br />
Expense from amounts written off 1 102<br />
Expense from variation in valuation criteria 0 0<br />
Other extraordinary charges 319 227<br />
Income taxes on prior years 99 539<br />
Total extraordinary expenses 666 975<br />
Total Extraordinary income and expenses -132 -140<br />
Extraordinary income totalled some € 534k, as opposed to a total of € 835k in the previous year, and mainly related<br />
to the parent company (about € 230k) and Cébé (about € 158k).<br />
Extraordinary expenses mainly related to charges for previous years’ taxes (some € 99k) and to realignment of<br />
depreciation & amortisation at consolidated level (about € 200k).<br />
Income taxes for the year<br />
The total tax burden consists of current taxes and of the net balance of deferred-tax assets and liabilities.<br />
The breakdown of the item was as follows:<br />
INCOME TAXES<br />
(Euro/thousand) 31.12.2004 31.12.2003<br />
Current taxes 4,346 2,635<br />
Deferred taxes 1,595 508<br />
Accrued taxes -1,077 -2,852<br />
Total Income Taxes 4,865 291<br />
Net taxes increased from a net fi gure of € 291k as at December 31st 2003 to a net fi gure of € 4,865k as at<br />
December 31st 2004, mainly payable by the group parent company.<br />
51
52<br />
Consolidated Annual Report & Accounts<br />
Other information<br />
In compliance with Attachment 3C, Template 1 of CONSOB Regulation no. 11971 of 14.5.1999, below we list<br />
remuneration for directors, statutory auditors, and general managers.<br />
REMUNERATION PAID TO DIRECTORS, STATUTORY AUDITORS AND GENERAL MANAGERS<br />
Recipient Details of offi ce held Emoluments<br />
Surname and name Offi ce From To Fringe<br />
Benefi ts<br />
Coffen Giovanni<br />
<strong>Marcolin</strong><br />
Zandegiacomo<br />
Maria Giovanna<br />
Coffen <strong>Marcolin</strong> Maurizio<br />
Coffen <strong>Marcolin</strong> Cirillo<br />
Bortuzzo Antonio<br />
(*) emoluments gross of social charges<br />
The present year-end fi nancial <strong>statements</strong> provide truthful and proper representation of consolidated balance<br />
sheet and fi nancial status and of the consolidated business result in the period concerned.<br />
Giovanni <strong>Marcolin</strong> Coffen<br />
Chairman of the Board of Directors<br />
Longarone, March 18th 2005<br />
Chairman of Board of Directors of <strong>Marcolin</strong> S.p.A.<br />
Managing Director of <strong>Marcolin</strong> &. Co. S.p.A.<br />
29-04-2004 approval 2006 fi n. stats.<br />
234,000<br />
500<br />
Bonuses Other<br />
Managing Director of <strong>Marcolin</strong> S.p.A. 23-04-2001 29 april 2004 37,800 54,000<br />
Vice Chairman and Managing Director<br />
of <strong>Marcolin</strong> S.p.A.<br />
Managing Director of <strong>Marcolin</strong> S.p.A.<br />
Vice Chairman and Managing Director<br />
of <strong>Marcolin</strong> & Co. S.p.A.<br />
Managing Director of <strong>Marcolin</strong> S.p.A.<br />
General Director of <strong>Marcolin</strong> S.p.A.<br />
C.E.O. <strong>Marcolin</strong> U.S.A. Inc.<br />
29-04-2004 approval 2006 fi n. stats. 334,000 50,000<br />
29-04-2004 approval 2006 fi n. stats.<br />
29-04-2004<br />
28-10-2002<br />
01-09-2003<br />
approval 2006 fi n. stats.<br />
approval 2006 fi n. stats.<br />
334,000<br />
500<br />
94,383<br />
USD 104,978<br />
Drago Giorgio Director of <strong>Marcolin</strong> S.p.A. 29-04-2004 approval 2006 fi n. stats. 10,500<br />
Dallocchio Maurizio Director of <strong>Marcolin</strong> S.p.A. 29-04-2001 approval 2006 fi n. stats. 15,750<br />
Alemagna Emanuele Director of <strong>Marcolin</strong> S.p.A. 23-04-2001 approval 2006 fi n. stats. 10,450<br />
Ruella Cristiana Director of <strong>Marcolin</strong> S.p.A. 23-04-2001 29 april 2004 -<br />
Petocchi Enrico Director of <strong>Marcolin</strong> S.p.A. 29-04-2004 approval 2006 fi n. stats. 3,500<br />
50,000<br />
150,000 161,934 *<br />
Bartoletti Sandro Director of <strong>Marcolin</strong> S.p.A. 29-04-2004 approval 2006 fi n. stats. 20,000 88,642 *<br />
Zulli Claudio Agostino<br />
Rivetti Diego<br />
D’Ambrosi<br />
Galeazzo Osvaldo<br />
Funes Rino<br />
Chairman of the Board of Statutory Auditors<br />
of <strong>Marcolin</strong> S.p.A. up to 29.04.2004<br />
Chairman of the Board of Statutory Auditors<br />
of <strong>Marcolin</strong> S.p.A. from 29.04.2004<br />
Auditor <strong>Marcolin</strong> S.p.A.<br />
Chairman of the Board of Statutory Auditors<br />
of <strong>Marcolin</strong> & Co. S.p.A.<br />
Auditor <strong>Marcolin</strong> S.p.A.<br />
Auditor <strong>Marcolin</strong> & Co. S.p.A.<br />
23-04-2001 29 april 2004 27,393<br />
29-04-2004 approval 2006 fi n. stats. 6,759<br />
29-04-2004 approval 2006 fi n. stats.<br />
29-04-2004 approval 2006 fi n. stats.<br />
Grazioli Emilio Alternate Auditor <strong>Marcolin</strong> S.p.A. 23-04-2001 approval 2003 fi n. stats. -<br />
Guazzotti Giannantonio<br />
Alternate Auditor <strong>Marcolin</strong> S.p.A.<br />
Auditor <strong>Marcolin</strong> & Co. S.p.A.<br />
23-04-2001 approval 2003 fi n. stats.<br />
22,773<br />
2,371<br />
22,773<br />
889<br />
-<br />
889
CONSOLIDATED STATEMENT OF CASH FLOWS<br />
CONSOLIDATED STATEMENT OF CASH FLOWS<br />
<strong>Marcolin</strong> <strong>Group</strong><br />
(Euro/thousand) 31.12.2004 31.12.2003<br />
Net <strong>Financial</strong> Position - Beginning balance (43,908) (38,736)<br />
ASSETS<br />
Profi t (losses) during the year 1,159 (4,152)<br />
Intangible assets amortization 1,872 3,065<br />
Tangible assets depreciation 3,701 3,768<br />
Provision for Staff Leaving Indemnities 888 918<br />
Provision for Contingencies and Commitments 1,029 448<br />
Other funds utilization (932) 29<br />
(Gains) losses on disposals of fi xed assets - 4<br />
Total cash fl ow generated from operations 7,717 4,081<br />
(Increase) decrease in accounts receivable (8,952) 2,524<br />
(Increase) decrease in other receivables 1,386 (3,210)<br />
(Increase) decrease in inventories 5,067 (5,881)<br />
(Increase) decrease in prepayments and accrued income 161 47<br />
(Decrease) increase in accrued liabilities and deferred income 381 (586)<br />
(Decrease) increase in accounts payables (4,325) 8,174<br />
(Decrease) increase in other short-term debts and taxes 2,627 (1,652)<br />
Employees’ Leaving Indemnity paid (356) (581)<br />
Cash fl ow generated from working capital (4,012) (1,165)<br />
ACTIVITY FROM INVESTMENTS<br />
Investments / disposals intangible fi xed assets (1,658) (714)<br />
Investments / disposals tangible fi xed assets (2,129) (2,770)<br />
(Purchase) disposal of other investments and securities - revaluations 380 875<br />
Cash fl ow from (for) investment activities (3,406) (2,609)<br />
Equity increase - -<br />
Payment of dividends - (1,295)<br />
Change in reserves (917) (4,185)<br />
Change in third parties equity - -<br />
Total cash fl ow generated from equity movements (917) (5,480)<br />
Net <strong>Financial</strong> Position - Closing balance (44,526) (43,908)<br />
Detail of Cash and Cash equivalents - Closing balance 31.12.2004 31.12.2003<br />
Treasury Stock 947 760<br />
Cash on hand 9,280 14,439<br />
Current payables due to banks (23,656) (29,156)<br />
Medium/long-term payables due to banks (29,973) (28,877)<br />
Other fi nancing payables (1,123) (1,073)<br />
Total Net <strong>Financial</strong> Position (44,526) (43,908)<br />
53
54<br />
Consolidated Annual Report & Accounts<br />
Attachment 1<br />
INTANGIBLE<br />
FIXED ASSETS<br />
(Euro/thousand)<br />
Startup and<br />
expansion<br />
costs<br />
Research,<br />
development<br />
& advertising<br />
costs<br />
Patents<br />
Concessions,<br />
licenses,<br />
trademarks<br />
Assets under<br />
construction<br />
and advances<br />
Other Consolidation<br />
differences<br />
Total at<br />
31.12.2004<br />
Beginning balance, net - 38 155 4.132 610 1,184 7,138 13,257<br />
Increases 44 77 36 390 1,399 229 - 2,175<br />
Disposals - - - - - (-9) - (-9)<br />
Amortization (-44) (-23) (-125) (-796) - (-318) (-566) (-1,872)<br />
Variation<br />
consolidation area<br />
- - - - - - - -<br />
Translation difference - - - (-120) - (-2) (-387) (-509)<br />
Other movements - - - - - - - -<br />
Total other variations - - - - - - - -<br />
Ending balance, net 92 66 3,607 2,009 1,083 6,186 13,042<br />
TANGIBLE ASSETS<br />
(Euro/thousand)<br />
Land and<br />
Buildings<br />
Plant and<br />
machineries<br />
Industrial<br />
and<br />
commercial<br />
equipment<br />
Other<br />
tangible<br />
assets<br />
Construction<br />
in progress and<br />
advances<br />
Total at<br />
31.12.2004<br />
Opening balance<br />
Historical cost 10,376 10,667 13,075 10,293 108 44,519<br />
Depreciation on prior years (-3,661) (-8,605) (-11,090) (-6,952) - (-30,308)<br />
Total Opening Balance 6,716 2,062 1,985 3,340 108 14,211<br />
Change during the fi scal year<br />
Acquisitions 41 166 1,468 745 56 2,477<br />
Disposal of assets (-88) (-109) (-8) (-1,253) (-46) (-1,504)<br />
Fund utilization 88 96 7 1,163 - 1,354<br />
Fiscal year amortization (-346) (-1,212) (-845) (-1,297) - (-3,701)<br />
Other movements - 575 (-494) - (-82)<br />
Translation differences 31 (-64) - (-165) - (-198)<br />
Total changes during the year (-274) (-547) 128 (-807) (-72) (-1,572)<br />
Year-end balance<br />
Historical cost 10,371 10,724 14,616 9,382 36 45,129<br />
Depreciation on prior years (-3,929) (-9,209) (-12,503) (-6,849) - (-32,490)<br />
Total Year-end balance 6,442 1,515 2,113 2,534 36 12,639
Attachment 2<br />
MOVEMENT IN NET SHAREHOLDERS’ EQUITY<br />
(Euro/thousand) Opening<br />
Balance<br />
Attachment 3<br />
Disposition prior<br />
year income<br />
Payment of<br />
dividends<br />
Translation<br />
difference<br />
Result for<br />
the period<br />
<strong>Marcolin</strong> <strong>Group</strong><br />
Year-end<br />
Balance<br />
Capital Stock 23,597 23,597<br />
Share premium reserve 21,950 21,950<br />
Revaluation reserve - -<br />
Legal Reserve 1,620 - 1,620<br />
Treasury Stock reserve<br />
Statutory reserve<br />
760 186 946<br />
- Cumulative translation adjustment (-8,525) (-917) (-9,442)<br />
- Other -<br />
Total other reserves (-8,525) (-917) (-9,442)<br />
Profi t (losses) carried forward 18,092 (-4,338) - 13,755<br />
Profi t (losses) on fi scal year (-4,152) 4,152 1,159 1,159<br />
Total Shareholders’ Equity 53,342 - - (-917) 1,159 53,584<br />
Third Party net equity - -<br />
Minority interest - -<br />
Total Shareholders’ equity 53,342 - - (-917) 1,159 53,584<br />
CHANGES IN SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO THE GROUP<br />
(Euro/thousand) Equity Net result<br />
Balance per <strong>Marcolin</strong> S.p.A. <strong>Financial</strong> <strong>statements</strong> 53,766 1,654<br />
Difference from application of International accounting principle 636 35<br />
Elimination of accrual and adj. Made for tax reasons - (-2,265)<br />
Elimination of intercompany transactions (-2,489) (-609)<br />
Difference between book value and net equity value of investments<br />
in subsidiaries on consolidated balance sheet<br />
1,007 1,720<br />
Deferred taxes 664 625<br />
Total shareholders’ equity 53,584 1,158<br />
55
56<br />
Consolidated Annual Report & Accounts<br />
Attachment 4<br />
PAYABLES - MATURITY ANALYSIS<br />
(Euro/thousand) Within<br />
one year<br />
After one year<br />
and within 5 years<br />
After 5 years Total<br />
31.12.2004<br />
Total<br />
31.12.2003<br />
D) PAYABLES<br />
1 Bonds - - - - -<br />
2 Convertible Bonds - - - - -<br />
3 Payable to Shareholders for fi nancing - - - - -<br />
4 Due to banks 23,656 29,973 - 53,629 58,034<br />
5 Due to others fi nanciers 148 975 - 1,123 1,073<br />
6 Advances - - - - -<br />
7 Trade payables 28,475 - - 28,475 32,428<br />
8 Notes payables - 54 - 54 161<br />
9 Due to subsidiaries - - - - -<br />
10 Due to associated companies 1,117 - - 1,117 1,117<br />
11 Due to parent companies - - - - -<br />
12 Taxes payable 4,217 - - 4,217 1,675<br />
13 Social security payables 1,727 - - 1,727 1,641<br />
14 Other payables 3,261 88 - 3,348 3,613<br />
Total payables 62,601 31,090 - 93,690 99,742
<strong>Marcolin</strong> S.p.A.<br />
STATUTORY ANNUAL REPORT & ACCOUNTS<br />
FOR THE YEAR ENDING ON DECEMBER 31ST<br />
2004 MARCOLIN S.p.A.<br />
73
74<br />
Statutory Annual Report & Accounts<br />
REPORT ON OPERATING PERFORMANCE<br />
FOR THE YEAR ENDING ON DECEMBER 31ST<br />
2004 MARCOLIN S.p.A.
To Our Shareholders<br />
<strong>Marcolin</strong> S.p.A.<br />
Before starting our report, we wish to point out that, as regards the fourth quarter of 2004, the company has availed<br />
itself of the possibility given by Article 82, paragraph 2, letter b), of the CONSOB (Italian listed company & stock<br />
market surveillance commission) Regulation 11971/1991, and its subsequent amendments, concerning exoneration<br />
from the drafting and preparation of a quarterly report. Consequently, it will make a copy of the consolidated and<br />
statutory annual reports and accounts available at the company’s registered offi ces and at those of Borsa Italiana S.p.A.<br />
within the terms indicated in the aforementioned regulation.<br />
The fi nancial year (FY) ending on December 31st 2004 showed a net profi t of some € 1,654k (vs. a net loss of<br />
about € -6,147k as up to December 31st 2003) and sales of some € 98,371k (vs. some € 85,794k as up to December<br />
31st 2003).<br />
The sales breakdown by geographical area was as follows:<br />
AREA 31.12.2004 31.12.2003 Difference<br />
(Euro/thousand) Turnover % On total Turnover % On total Difference %<br />
Geographical area<br />
- Italy 40,451,185 41.12 32,803,661 38.24 23.31<br />
- Europe 37,541,844 38.16 35,379,755 41.24 6.11<br />
- U.S.A. 5,652,535 5.75 5,541,872 6.46 2.00<br />
- Rest of the world 14,725,779 14.97 12,068,563 14.07 22.02<br />
Total 98,371,342 100.00 85,793,850 100.00 14.66<br />
Analysis of the fi gures shown in the table shows an increase in sales value of some € 12,577k (about +14.6% vs. the<br />
2003 fi gure) with marked growth more or less in all markets, spread as follows: domestic market approximately<br />
+23.3%, European market +6.1%, U.S. market +2%, and rest of the world +14%.<br />
Particularly strong contributors to this improvement were the lines “Dolce & Gabbana Eyewear” (sales up by +24%<br />
vs. 2003) and “D&G Dolce & Gabbana Eyewear” (+16% YoY), also thanks to the new collections presented. We also<br />
highlight the excellent performance of the “Roberto Cavalli Eyewear” lines (+68%).<br />
As regards sales to affi liates, we particularly note the positive increase in revenues from sales to the Spanish<br />
affi liate of about € 1,287k (about +21% YoY) and to the French affi liate of about € 649k (about +22% YoY).<br />
We also note the good increase achieved in other countries, among which we highlight Greece (+11%) and<br />
Australia (+45%).<br />
As regards the main operating fi gures concerning ordinary business, we highlight the following items:<br />
PROFIT & LOSS STATEMENT<br />
(Euro/thousand) 31.12.2004 31.12.2003<br />
Value of production 99,695 89,717<br />
Cost of production 88,733 82,153<br />
EBITDA 14,936 11,989<br />
Difference between the value of production and cost of<br />
production (EBIT)<br />
10,962 7,564<br />
Net result 1,654 (6,148)<br />
Production costs increased by some € 6,580k (+8%) vs. the fi gure as at December 31st 2003 - less than proportionally<br />
compared with the increase in sales (+15%), which rose from some € 85,794k in 2003 to about € 98,371k in 2004.<br />
75
76<br />
Statutory Annual Report & Accounts<br />
EBITDA margin on sales was approximately 15% (vs. some 14% in the previous FY) with an outright value of some<br />
€ 14,936k (€ 11,989k as up to December 31st 2003).<br />
The difference between production value and costs (i.e. EBIT) feature an 11% margin on sales (vs. 9% as at<br />
December 31st 2003), corresponding to about € 10,962k (vs. some € 7,564k as at December 31st 2003).<br />
The year’s bottom-line result, with net profi t of some € 1,654k, included extraordinary income of some € 2,065k<br />
and related deferred tax liabilities of € 721k - both stemming from “decontamination” of accounts of the tax effects<br />
of accelerated depreciation posted in previous years. This was necessary due to application of the requirements<br />
of Italian Legislative Decree no. 6 of January 17th 2003, which abrogated the second paragraph of Article 2426 of<br />
the Italian Civil Code - i.e. of the article that permitted adjustments to value and provisioning solely in order to<br />
apply tax regulations (reference should be made to the Explanatory Notes to Accounts for the table summarising<br />
the effects of this “decontamination”).<br />
Tax charges for the year, including the effect of deferred taxes (€ 907k) totalled some € 4,661k (as opposed to a<br />
positive fi gure of some € 787k in the previous FY).<br />
Below we provide the following detail concerning the main operating costs:<br />
COSTS<br />
(Euro/thousand) 31.12.2004 31.12.2003<br />
Raw materials, consumables, fi nished products costs -16,259 -15,912<br />
Service costs -33,948 -29,565<br />
Leasing and rental -26,301 -27,383<br />
Personnel costs -7,667 -5,574<br />
Depreciations and devaluations -2,486 -3,165<br />
Interests and other fi nancial charges -2,503 -2,206<br />
Profi t (loss) on exchange rate -110 -1,914<br />
As regards costs for the purchase of raw materials, semi-fi nished goods, and fi nished products, these increased<br />
by € 4,383k (about +14.8% vs. 2003). We point out that, during 2004, accounting reclassifi cation was undertaken of<br />
some costs concerning components that in 2003 had been posted among service costs.<br />
Based on application of the same accounting policy as that applied in 2004, at the end of December 2003 these<br />
costs would have totalled € 33,002k. Consequently, the real increase vs. 2003 was about € 946k (+3%). This change<br />
shows that, notwithstanding the increase in business turnover during the year, the company restrained the increase<br />
of these costs - also following improved management of procurement and of manufacturing input factors.<br />
Taking the above-mentioned reclassifi cation into account, service costs would in effect have increased by some<br />
€ 2,355k (+10% YoY).<br />
This increase was mainly explained by:<br />
• The slight increase - i.e. of some € 224k - in the use of outsourcing (+4% YoY). This increase was limited<br />
compared with the sales increase due to the effect of both (a) sale of new products whose production<br />
does not require use of special processes and (b) optimisation of in-house operations;<br />
• The increase - by some € 1,416k - substantially proportional to sales growth of variable selling costs<br />
such as royalties, advertising and commission (+19% YoY);<br />
• An increase in travel & accommodation and other commercial expenses (about € 345k).<br />
As regards leasing, rental and royalty costs, which increased by some € 2,092k (about +37.5%), the change vs. the<br />
same costs in 2003 was due to increase in royalty costs. The latter was in turn due to the combined effect of sales<br />
growth and of failure to achieve the contractual minimum for some lines.<br />
There was a limited YoY increase in payroll costs, i.e. € 347k (+2%) and this was ascribable to contractually<br />
envisaged increases.
<strong>Marcolin</strong> S.p.A.<br />
Interest expenses and fi nancial charges increased by about € 297k due to a higher cost of debt. Foreign-exchange<br />
losses decreased from some € -1,914k as at December 31st 2003 to about € -110k, showing clear improvement also<br />
as a result of hedging operations undertaken during the year.<br />
<strong>Financial</strong> trend and position (amounts in euro/thousand)<br />
FINANCIAL POSITION<br />
(Euro/thousand) 31.12.2004 31.12.2003<br />
Treasury Stock 947 760<br />
Cash on hand 3,226 7,219<br />
Total fi nancial liquidity 4,173 7,979<br />
Current payables due to banks 13,982 17,615<br />
Medium/long-term payables due to banks 29,773 25,767<br />
Other fi nancing payables 793 576<br />
Total borrowings 44,548 43,958<br />
Net <strong>Financial</strong> Position -40,375 -35,979<br />
The year-end net fi nancial position (NFP) showed net debt of some € -40,3 mn vs. debt of some € -35,9 mn at<br />
the end of 2003. We point out that, as at December 31st 2004, had no factoring of trade receivables in place - in<br />
contrast with status as at December 31st 2003, which featured no-recourse factoring of trade receivables totalling<br />
some € 7,712k. Given this, based on comparable conditions, NFP as at December 31st 2004 improves by some<br />
€3,315k vs. 2003 year-end, even although there is still a negative variation of some € 4,396k.<br />
The improvement of NFP, after stripping out the factoring effect from 2003 year-end NFP, was ascribable to<br />
improved operating management and to a reduction in net working capital (NWC). More specifi cally, we highlight<br />
the fact that:<br />
• Trade receivables, adjusted to eliminate the factoring effect just mentioned, improved as a percentage<br />
of sales also thanks to reduction of the average payment days granted to customers;<br />
• Inventory value decreased by some € 1,1 mn;<br />
• Trade payments decreased by some € 2,7 mn;<br />
• Total investments - made principally for the new ERP system, and replacement of plant and industrial<br />
& commercial equipment, plus other assets - totalled € 3,5 mn.<br />
For further details, reference should be made to the cash fl ow statement attached to the Explanatory Notes<br />
to Accounts.<br />
It should be pointed out that, in order to optimise fi nancial management at group level, the group parent company<br />
<strong>Marcolin</strong> S.p.A. fi nanced the subsidiary Cébé S.A. for some € 2 mn and the Swiss affi liate <strong>Marcolin</strong> GmbH for<br />
some CHF 3,5 mn (about € 2,268k).<br />
As far as debt breakdown is concerned, we note consolidation of the medium- and long-term portion vs. the end<br />
of 2003, via increased utilisation, by € 12 mn, of the revolving stand-by credit facility, received for a total of € 20 mn<br />
and based on a loan contract signed at the end of 2003.<br />
As at December 31st 2004 total utilisation of the aforementioned credit facility amounted to € 17 mn.<br />
We further note that, during the year, the parent company repaid principal totalling some € 8,234k for loans<br />
granted in previous years.<br />
We also point out that all loans taken out during the year were granted at going market rates without provision<br />
of collateral.<br />
77
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Statutory Annual Report & Accounts<br />
In order to round off analysis of fi nancial status, we note that the group’s net debt/equity ratio, which was 0.75,<br />
remained substantially balanced vs. December 31st 2003 when it was 0.60.<br />
For the sake of clarity, it is noted that the 2003 ratio - based on NFP net of factoring - would have been 0.84.<br />
BALANCE SHEET<br />
(Euro/thousand) 31.12.2004 31.12.2003<br />
Assets<br />
Fixed assets 45,526 43,638<br />
Current assets 89,112 87,092<br />
Prepayments and accrued income 580 972<br />
Total<br />
Liabilities<br />
135,218 131,702<br />
Shareholders’equity 53,766 52,111<br />
Provisions and payables 80,835 79,057<br />
Accrued liabilities and deferred charges 616 534<br />
Total 135,218 131,702<br />
Investments made during the FY mainly related to tangible fi xed assets, for an amount of some € 1,571k. These<br />
costs were borne mainly for the purchase of industrial & commercial equipment (about € 972k), besides electronic<br />
machines and machinery, trade show furnishings, and offi ce furniture (about € 570k). As regards intangible fi xed<br />
assets, we note that the company made investments for creation of the new SAP ERP system (about € 1,399k) and<br />
investments of some € 300k in other management information systems.<br />
As regards the value of fi nancial fi xed assets, we point out that, at year-end, we wrote down the book value of equity<br />
interests owned in the subsidiaries <strong>Marcolin</strong> do Brasil Ltda., <strong>Marcolin</strong> Deutschland GmbH, <strong>Marcolin</strong> France S.a.r.l.,<br />
and <strong>Marcolin</strong> U.S.A. Inc. due to impairment (permanent loss) of value for a total of some € 6,700k. We also wrote<br />
back the value, within the limits of original cost, of the investee companies <strong>Marcolin</strong> U.K. Ltd. and <strong>Marcolin</strong> Iberica<br />
S.A. by some € 1,303k, since the permanent nature of loss had ceased to exist.<br />
As instead regards current assets, without taking into account the factoring operations mentioned above, there was<br />
an increase in cash & banks (about € 3,719k) set against a decrease in inventory value (about € 1,079k)<br />
The increase in provisioned reserves and payables was due to the combined effect of (a) an increase in taxes<br />
payable of some € 2,604k (in FY2003 there were no taxes payable since the balance - some € 677k - was among<br />
taxes receivable) plus a reduction in trade payables and in amounts payable to group companies of some € 2,700k<br />
and (b) increase of some € 1,264k in provisioned accruals for risks and contingencies mainly due to provisioning<br />
in the year of some € 842k of deferred taxes.<br />
Transactions with subsidiary, associated, and parent companies<br />
During year there were commercial and fi nancial transactions with foreign subsidiaries, commercial transactions<br />
with Finitec S.r.l., and fi nancial transactions with <strong>Marcolin</strong> & Co. S.p.A. All transactions took place on a normal<br />
arm’s length basis.<br />
The details of receivables and payables, plus those of revenues and costs, relating to transactions undertaken with<br />
subsidiary and associated companies has been shown in the Explanatory Notes in the comments on relevant items<br />
in year-end accounts.
<strong>Marcolin</strong> S.p.A.<br />
Below we show the total value of transactions undertaken in the year with subsidiary and associated companies<br />
(amounts in euro/thousand):<br />
TRANSACTIONS WITH SUBSIDIARY AND ASSOCIATED COMPANIES<br />
As regards the fi gures shown in the previous table, we point out - summarising - the revenues from sales and<br />
services refer to sales to foreign subsidiaries.<br />
Other revenues and income mainly refer to charge-back to subsidiaries of freight and advertising costs (€ 628k)<br />
and to fi nancial income (interest earned on loans granted) of some € 292k.<br />
Costs debited mainly related to:<br />
• € 3,935k for purchases of fi nished products from foreign subsidiaries;<br />
• € 1,688k for processing performed by the associated company Finitec S.r.l.;<br />
• € 540k and € 100k respectively for charging of services by the subsidiary <strong>Marcolin</strong> Asia Ltd.<br />
and by Cébé.<br />
• € 23k for interest charged on a loan granted by the subsidiary <strong>Marcolin</strong> & Co. S.p.A.<br />
Receivables and payables have been listed in the comments on the relevant items in year-end accounts and mainly<br />
refer to loans granted to group companies to provide the necessary fi nancial funding, thus optimising related<br />
fi nancial costs, and to commercial transactions.<br />
All business and fi nancial transactions with subsidiary and associated companies have been based on normal<br />
arm’s length conditions.<br />
Research and development activities<br />
R&D activities are performed using two divisions. The fi rst of these, consisting of a centralised organisation (based<br />
in Treviso) has the tasks of creation - in close collaboration with licensors - of new collections, styling, research<br />
into new materials, and development of collections for sunglasses, prescription eyewear, and sports eyewear. The<br />
second, which works closely with the other division, handles product development and industrialisation.<br />
During the previous FY the company, under Italian Law no. 46 of February 17th 1982, was considered eligible to<br />
benefi t from the revolving technological innovation fund for a total cost of about € 1,652k - which can be issued in<br />
the form of low-rate fi nancing and grants. We fi led application based on a project for the study and development<br />
of new technologies applicable to the sector of alpine goggles and eyewear. During the year the group parent<br />
company thus received a loan of some € 793k and a grant of about € 78k.<br />
Signifi cant events occurring after year-end<br />
and expected business progress<br />
31.12.2004 31.12.2003<br />
Revenues from sales and services 31,022 30,275<br />
Other income 687 591<br />
<strong>Financial</strong> income 292 246<br />
Other re-charge 6,263 4,938<br />
As regards signifi cant events occurring after 2004 year-end, to aid understanding we refer readers to the analytical<br />
description provided in the Report on Operating performance in the Consolidated Annual Report.<br />
As instead regards expected business progress, we point out - as already highlighted in the Consolidated Annual<br />
Report - that it is possible that, in the second half of 2005, operating performance may refl ect the adverse effects<br />
stemming from notifi cation received in October 2004 from the licensor Dolce & Gabbana of its decision not to<br />
renew the licensing contract due to expire on December 31st 2005 for the Dolce & Gabbana Eyewear and D&G<br />
Dolce & Gabbana Eyewear lines. In the short term these adverse effects can only be partly offset by development<br />
79
80<br />
Statutory Annual Report & Accounts<br />
of existing licenses and by possible acquisition of new licenses - with the latter aided by entry into <strong>Marcolin</strong>’s<br />
share capital of the brothers Diego and Andrea Della Valle (well known industrialists active in the luxury sector).<br />
Their entry into capital will make it possible to make the <strong>Marcolin</strong> core shareholder group stable over time, also<br />
enabling the company to benefi t from important contacts and relationships at international level in the fashion<br />
and luxury sector.<br />
Other information<br />
Employee headcount was 491 as at 31.12.2004 vs. 510 employees as at 31.12.2003.<br />
The assignment for certifi cation of statutory and consolidated annual reports and of the fi rst-half interim report<br />
was awarded, based on a shareholders’ resolution passed on April 30th 2002, to the independent auditing<br />
fi rm PricewaterhouseCoopers S.p.A. The latter’s mandate expires with the audit of FY2004 year-end fi nancial<br />
<strong>statements</strong>.<br />
As required by paragraph II of Article 2428 of the Italian Civil Code, we also provide the following information:<br />
• As at December 31st 2004 <strong>Marcolin</strong> S.p.A. held, as current assets, 681,000 of its own shares, for a total<br />
nominal value of € 354,120.00 and accounting for 1.50% of share capital.<br />
Book value is € 946,589.00 and refl ects the stock’s price on December 31st 2004. Share buy-back has<br />
been authorised within the maximum limit of 4,537,800 shares, equivalent to 10% of share capital.<br />
No group company owns shares in the parent company.<br />
The company’s head offi ce and other offi ces are located in Longarone (province of Belluno).<br />
Transition to IAS/IFRS<br />
During 2004 work continued in the group on development and completion of the project for transition to<br />
international accounting principles (IAS/IFRS). The work currently underway aims to determine P&L and balancesheet<br />
impact, the results of which must be submitted to the independent auditor for review, with the objective of<br />
applying the new standards within the terms envisaged by regulations.<br />
More specifi cally, we completed the fi rst phase of analysis and preliminary study in order to pinpoint the main<br />
differences between Italian accounting standards and IAS/IFRS and areas that will necessarily change due to<br />
application of the new standards.<br />
The activity continued determining the new standards applicable to the group and analysing their impact on<br />
corporate administrative processes and businesses.<br />
As a result of this activity, the areas where IAS application will lead to important changes have emerged as being<br />
the following:<br />
• Tangible fi xed assets: IAS envisage two methods for quantifying these items in accounts, i.e. depreciated<br />
cost and fair value. In addition, depreciation must refl ect assets’ effective useful working life.<br />
Determination is currently underway of the useful working life of assets to be subjected to depreciation<br />
and of their residual value, as well as the separation of land value from that of building.<br />
This work should be completed shortly with determination of the fi gures concerned and choice of the<br />
most suitable accounting policy for the company.<br />
• Inventories: we already quantify inventories on the basis of weighted average cost as envisaged by IAS.<br />
Consequently the new standards will have no impact on present inventory value.<br />
• Employee severance indemnity reserve: according to IAS the reserve and provisioning for employee<br />
severance indemnities comes under the defi nition of “post-retirement benefi ts” and liability therefore<br />
has to undergo actuarial valuation.<br />
Apart from employee severance indemnities, the group has no particular long-term benefi ts for<br />
employees. <strong>Marcolin</strong> S.p.A. has made use of a consulting fi rm in order to recalculate the value of the<br />
employee severance indemnity reserve and provisioning. This work will be completed shortly.<br />
• Derivatives: under IAS/IFRS all derivatives must be refl ected in accounts at their relevant fair value.<br />
Accounting treatment of derivatives varies depending on their characteristics (hedging of business
<strong>Marcolin</strong> S.p.A.<br />
risk and speculative instruments). The company has already applied this policy in year-end fi nancial<br />
<strong>statements</strong> for both 2003 and 2004.<br />
The fi nal phase, currently underway, focuses on calculation of the economic and fi nancial impact to be applied to<br />
the various accounting items with the objective of adopting IAS/IFRS within the terms envisaged by regulations.<br />
Corporate Governance<br />
Once again during FY2004 <strong>Marcolin</strong> S.p.A. continued to implement initiatives designed to (i) refl ect the standards<br />
and key guidelines contained in the Italian Self-Governance Code for Listed Companies and (ii) implement an<br />
appropriate corporate governance system, via a process of constant adjustment of decision-making and operational<br />
mechanisms started in previous years.<br />
Below we highlight, in summary form, the main novelties characterising the company’s overall corporate governance<br />
system in FY2004.<br />
To round off the information on corporate governance provided here, we point out that, as envisaged by the Italian<br />
Committee for Listed Companies’ Corporate Governance - co-ordinated by Borsa Italiana S.p.A. - and by section<br />
IA.2.14 of the “Instructions to the Regulation for Markets Organised and Managed by Borsa Italiana S.p.A.”, on<br />
occasion of the Annual General Meeting of Shareholders held to approve these year-end fi nancial <strong>statements</strong>, a<br />
report on our corporate governance system will, as is customary, be made available to shareholders.<br />
Internal Auditing Committee<br />
As regards initiatives taken concerning operation of the Internal Audit Committee, we note that in February 2004<br />
the Board of Directors approved the house regulation governing the Internal Auditing Committee’s membership<br />
and tasks and the approach for summoning and management of the Committee’s meetings.<br />
During 2004 the company implemented (a) the organisation/management/control model devised as per<br />
Italian Law 231/2001 (“the Model”) and (b) the new business management information system chosen by the<br />
company (SAP).<br />
As regards the Model, following its offi cial approval in March 2004, the Corporate Code of Business Ethics was<br />
approved in July 2004. In September of the same year the procedures rendering the Model operational were<br />
implemented and brought to the attention of the parties involved.<br />
The Board of Directors, when approving the draft annual report & accounts for the year ending on December 31st<br />
2004, also approved, among other things, the Self-Assessment Document prepared as per the provisions contained<br />
in the Italian Self-Governance Code for Listed Companies. This is used to assess the adequacy and effective<br />
functioning of the overall internal audit and control system.<br />
Remuneration Committee<br />
On May 13th 2004, with a resolution passed by the Board of Directors a Remuneration Committee was created,<br />
consisting of the following Board members:<br />
• Emanuele Alemagna - non-executive and independent director (President);<br />
• Maurizio Dallocchio - non-executive and independent director;<br />
• Giorgio Drago - non-executive director.<br />
The Remuneration Committee was able to make recommendations concerning remuneration for executive<br />
directors and those holding particular positions, as regards the portion of remuneration decided upon by the<br />
shareholders’ meeting to be split between the same directors, when determining remuneration for FY2004.<br />
Statutory amendments<br />
On September 13th 2004, the Extraordinary Shareholders’ Meeting passed resolutions approving several<br />
amendments to our Articles of Association, also in order to adapt their content to the new rules for joint-stock<br />
companies introduced by Italian Legislative Decree no. 6 of January 17th 2003 and subsequent amendments.<br />
Among the amendments made, we highlight the inclusion in Article 12 of the Articles of Association of the<br />
provision giving shareholders the possibility of postal voting, based on current regulations.<br />
81
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Statutory Annual Report & Accounts<br />
Information on abnormal and unusual transactions and transactions with related parties<br />
With reference to the recommendation made in CONSOB memorandum DAC/98015375 dated February 17th 1998,<br />
below we provide the required information concerning abnormal and unusual transactions and transactions with<br />
related parties.<br />
Abnormal or unusual transactions<br />
During 2004 <strong>Marcolin</strong> S.p.A. and subsidiary companies belonging to the <strong>Marcolin</strong> <strong>Group</strong> did not undertake any<br />
transactions outside of the normal course of business or such as to signifi cantly infl uence the business, capital and<br />
fi nancial status of <strong>Marcolin</strong> S.p.A. and of the group.<br />
Transactions with related parties<br />
We note that in FY2004 a consulting agreement was signed with Mrs. Maria Giovanna Zandegiacomo, who owns<br />
an equity interest in <strong>Marcolin</strong> S.p.A., for fees of some € 54k in 2004 and € 85k for 2005.<br />
These transactions were approved by the Board of Directors.<br />
As regards transactions with subsidiary and associated companies, the details of capital, business and fi nancial<br />
transactions are provided in the Explanatory Notes in the comments on relevant items in accounts. There were no<br />
further transactions with related parties to report.<br />
Other disclosures<br />
We point out that the company has not opted to sign on for domestic tax consolidation - pursuant to<br />
Articles 117-129 of Italian Presidential Decree no. 917/1986 - given the absence of major equity interests in<br />
Italian companies.<br />
<strong>Marcolin</strong> S.p.A. is not subject to activities of direction and co-ordination by other companies, as defi ned in Articles<br />
2497 et seq. of the Italian Civil Code.<br />
Privacy Regulations - Italian Legislative Decree no. 196/2003<br />
During 2004 we reviewed the issues of protection of individual and corporate personal data regulated by Italian<br />
Legislative Decree no. 196 dated June 30th 2003. We are about to complete the Plan for Security Measures, with<br />
the deadline for completion fi xed for December 31st 2005. By the end of 2005 defi nition will be completed of the<br />
technical work required for application of mandatory minimum security measures as contemplated by the above<br />
decree’s set of technical rules.<br />
Organisation/management/control model pursuant to Italian Law 231/2001<br />
During 2004 the company implemented the organisation/management/control model devised as per Italian Law<br />
231/2001 and approved in March 2004 (“the Model”).<br />
In addition, the Corporate Code of Business Ethics was approved in July 2004. In September of the same year the<br />
procedures rendering the Model operational were implemented and brought to the attention of the parties involved.<br />
Lastly, it should be remembered that the Model, since it is aligned with the standards indicated in the documents<br />
issued by Confi ndustria (the Italian Confederation of Industry) on the matter (the so-called Guidelines), can be<br />
considered to be an adequate tool for achievement of the objectives fi xed by relevant regulations.<br />
Equity interests owned by Directors, Statutory Auditors and by the General Manager<br />
In compliance with Attachment 3C, Template 3 of CONSOB Regulation no. 11971 dated 14/5/1999, below we<br />
list the equity interests owned in group companies by the directors, statutory auditors, and general managers<br />
as at the year-end date of December 31st 2004. We have therefore not taken into account effects following the<br />
outcome of the Public Tender Offer mentioned earlier.
Name<br />
(1) Executive Director and General Manager of <strong>Marcolin</strong> S.p.A.<br />
<strong>Marcolin</strong> S.p.A.<br />
* The 6,882,876 shares indicated in the table for Mr. Giovanni <strong>Marcolin</strong> Coffen relate to the latter’s usufruct rights on an equal number of shares, the bare<br />
ownership of which is held by the company Inmar International S.A., controlled by him.<br />
** The 1,474,785 shares shown in the table for Mr. Cirillo Coffen <strong>Marcolin</strong> relate to the latter’s usufruct rights on an equal number of shares, the bare<br />
ownership of which is held by Inmar International S.A.<br />
*** The 1,474,785 shares shown in the table for Mr. Maurizio Coffen <strong>Marcolin</strong> relate to the latter’s usufruct rights on an equal number of shares, the bare<br />
ownership of which is held by Inmar International S.A.<br />
**** The 930,183 shares shown in the table for Mrs. Maria Giovanna Zandegiacomo relate to the latter’s usufruct rights on an equal number of shares, the<br />
bare ownership of which is held by Inmar International S.A.<br />
There are no other important facts to report that may have signifi cantly infl uenced the company’s operating<br />
performance or modifi ed its capital, fi nancial and business structure.<br />
The Board thanks all staff for their work and the Board of Statutory Auditors and the independent auditor for<br />
their supervisory and control activity and recommendations.<br />
Proposal for allocation of the year’s earnings<br />
To our shareholders,<br />
The statutory year-end fi nancial <strong>statements</strong> that we submit for your approval show a net profi t posted in accounts<br />
as totalling € 1,654,453.00, which we propose be allocated as follows:<br />
• € 82,722.65 to the Legal Reserve<br />
• € 1,571,730.35 to profi ts carried forward.<br />
Giovanni <strong>Marcolin</strong> Coffen<br />
Chairman of the Board of Directors<br />
Longarone, March 18th 2005<br />
Partecipated companies N. of shares<br />
held at<br />
31.12.2003<br />
Giovanni <strong>Marcolin</strong> Coffen <strong>Marcolin</strong> S.p.A.<br />
Cébé S.A.<br />
<strong>Marcolin</strong> & Co. S.p.A.<br />
Cirillo Coffen <strong>Marcolin</strong> <strong>Marcolin</strong> S.p.A.<br />
<strong>Marcolin</strong> France S.a.r.l.<br />
<strong>Marcolin</strong> U.K. Ltd.<br />
Cébé S.A.<br />
<strong>Marcolin</strong> Portugal Lda.<br />
Maurizio Coffen <strong>Marcolin</strong> <strong>Marcolin</strong> S.p.A.<br />
Cébé S.A.<br />
<strong>Marcolin</strong> Benelux S.p.r.l.<br />
18,430,416<br />
1<br />
465<br />
3,179,533<br />
4 share<br />
1 share<br />
1<br />
1 share<br />
3,179,533<br />
1<br />
1 share<br />
Purchase Sale N. of shares<br />
held at<br />
31.12.2004<br />
11,547,540 6,882,876<br />
1<br />
465<br />
*<br />
1,704,748 1,474,785<br />
4 share<br />
1 share<br />
1<br />
1 share<br />
**<br />
1,704,748 1,474,785<br />
1<br />
1 share<br />
***<br />
Maria Giovanna Zandegiacomo <strong>Marcolin</strong> S.p.A.<br />
1,435,659 ** 505,476 930,183 ****<br />
Cébé S.A.<br />
1<br />
1<br />
Antonio Bortuzzo (1) <strong>Marcolin</strong> S.p.A. 56,000 40,000 61,600 34,400<br />
Giorgio Drago <strong>Marcolin</strong> S.p.A. 0 30,000 30,000<br />
83
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Statutory Annual Report & Accounts<br />
BALANCE SHEET - MARCOLIN S.p.A.<br />
31.12.2004 31.12.2003<br />
ASSETS<br />
A) Share capital issued and not yet paid 0 0<br />
of which already claimed<br />
B) Fixed assets<br />
I Intangible fi xed assets<br />
1 Installation and expansion cost 0 190<br />
2 Research, development and advertising cost 0 2<br />
3 Industrial and other patent rights 66,066 154,625<br />
4 Concessions, licenses, trademarks and similar rights 274,980 70,535<br />
5 Goodwill 14,926 17,414<br />
6 Assets under construction and advances 2,008,938 609,718<br />
7 Other intangible assets 1,057,743 1,133,944<br />
Total intangible assets 3,422,653 1,986,427<br />
II Tangible fi xed assets<br />
1 Land and buildings 1,995,332 2,021,491<br />
2 Plant and machineries 1,373,003 804,485<br />
3 Industrial and commercial equipments 1,157,116 568,991<br />
4 Other goods 1,370,717 856,468<br />
5 Construction in progress and advances 16,467<br />
Total tangible assets 5,896,168 4,267,902<br />
III <strong>Financial</strong> assets<br />
1 Investments<br />
a) subsidiaries 23,285,019 28,682,373<br />
b) associated companies<br />
c) parent companies<br />
d) other companies<br />
258,228 258,228<br />
Total investments<br />
2 Receivables<br />
23,543,248 28,940,602<br />
a) from subsidiaries - within 12 months<br />
- after 12 months<br />
12,627,807 8,344,351<br />
b) from associated companies - within 12 months<br />
- after 12 months<br />
c) from parent companies - within 12 months<br />
- after 12 months<br />
d) other - within 12 months<br />
- after 12 months 35,866 99,064<br />
Total receivables<br />
3 Other securities<br />
4 Treasury stock<br />
12,663,673 8,443,415<br />
Total fi nancial assets 36,206,921 37,384,017<br />
Total fi xed assets 45,525,742 43,638,346
BALANCE SHEET - MARCOLIN S.p.A.<br />
C) Current assets<br />
<strong>Marcolin</strong> S.p.A.<br />
31.12.2004 31.12.2003<br />
I Inventories<br />
1 Raw materials, auxiliary materials and spare parts 6,353,997 6,701,463<br />
2 Work in progress<br />
3 Contract work in progress<br />
4,501,241 4,066,526<br />
4 Finished goods<br />
5 Advances<br />
14,977,189 16,143,636<br />
Total inventory 25,832,427 26,911,625<br />
II Receivables<br />
1 Trade receivables - within 12 months<br />
- after 12 months<br />
33,527,155 22,480,304<br />
2 Receivables from subsidiaries - within 12 months<br />
- after 12 months<br />
20,467,696 23,023,103<br />
3 Receivables from associated companies - within 12 months<br />
- after 12 months<br />
4 Receivables from parent companies - within 12 months<br />
- after 12 months<br />
4-bis Receivables from tax authorities - within 12 months<br />
- after 12 months<br />
677,287<br />
4-ter Accrued taxes - within 12 months 2,435,474 2,277,356<br />
- after 12 months 2,314,981 3,309,820<br />
5 Other receivables - within 12 months<br />
- after 12 months<br />
362,178 433,993<br />
Total receivables 59,107,484 52,201,863<br />
III Short-term investments<br />
1 Investments in subsidiaries<br />
2 Investments in associated companies<br />
3 Investments in parent companies<br />
4 Other Investments<br />
5 Treasury stock<br />
6 Other securities<br />
946,589 759,996<br />
Total short-term investments<br />
IV Cash and banks<br />
946,589 759,996<br />
1 Bank and postal deposits 3,218,237 7,201,738<br />
2 Cheques 613 5,471<br />
3 Cash on hand 6,890 11,669<br />
Total cash and banks 3,225,740 7,218,878<br />
TOTAL CURRENT ASSETS 89,112,240 87,092,362<br />
D) Prepayments and accrued income 579,510 971,716<br />
TOTAL ASSETS 135,217,492 131,702,424<br />
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BALANCE SHEET - MARCOLIN S.p.A.<br />
LIABILITIES AND SHAREHOLDERS’ EQUITY<br />
A) Shareholders’ equity<br />
31.12.2004 31.12.2003<br />
I Share capital 23,596,560 23,596,560<br />
II Share premium reserve 21,950,034 21,950,034<br />
III Revaluation reserve<br />
IV Legal reserve 1,620,170 1,620,170<br />
V Statutory reserves<br />
VI Reserve for treasury stock 946,589 759,996<br />
VII Other reserves<br />
Currency conversion reserve<br />
VIII Profi ts (losses) carried forward 3,997,980 10,332,528<br />
IX Profi t (loss) for the year 1,654,453 (6,147,956)<br />
Total shareholders’ equity of the <strong>Group</strong><br />
Profi ts (losses) of competence of third parties<br />
53,765,786 52,111,333<br />
Equity and reserves of competence of third parties<br />
Net Equity of competence of third parties<br />
TOTAL SHAREHOLDERS’ EQUITY<br />
B) Provisions for contingencies and commitments<br />
53,765,786 52,111,333<br />
1 Provision for severance indemnities and similar commitments 731,522 575,707<br />
2 Provision for deferred taxes 910,711 68,801<br />
3 Other provisions 1,289,584 1,023,004<br />
Total provisions for contingencies and commitments 2,931,817 1,667,511<br />
C) Staff leaving indemnity<br />
D) Payables<br />
4,580,774 4,373,910<br />
1 Bonds and debentures - within 12 months<br />
- after 12 months<br />
2 Convertible bonds - within 12 months<br />
- after 12 months<br />
3 Banks loans and overdrafts - within 12 months 13,982,096 17,614,887<br />
- after 12 months 29,772,865 25,766,694<br />
4 Other fi nancing payables - within 12 months 0 575,880<br />
- after 12 months 793,171 0<br />
5 Advances - within 12 months<br />
- after 12 months<br />
6 Trade payables - within 12 months<br />
- after 12 months<br />
20,551,879 22,420,522<br />
7 Notes payables - within 12 months<br />
- after 12 months<br />
8 Payables to subsidiaries - within 12 months<br />
- after 12 months<br />
1,888,408 2,719,136<br />
9 Payables to associated companies - within 12 months<br />
- after 12 months<br />
1,117,161 1,116,980<br />
10 Payables to parent companies - within 12 months<br />
- after 12 months<br />
11 Taxes payable - within 12 months<br />
- after 12 months<br />
2,604,120 0<br />
12 Social security payables - within 12 months<br />
- after 12 months<br />
806,739 793,051<br />
13 Other payables - within 12 months<br />
- after 12 months<br />
1,806,258 2,008,892<br />
Total payables 73,322,697 73,016,042<br />
E) Accrued liabilities and deferred charges 616,417 533,628<br />
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 135,217,491 131,702,424
<strong>Marcolin</strong> S.p.A.<br />
MEMORANDUM ACCOUNTS 31.12.2004 31.12.2003<br />
Risks<br />
a) Guarantees lended to third parties 2,032,914 1,633,530<br />
b) Guarantees lended to subsidiaries 2,976,000 3,731,754<br />
c) Other guarantees lended to subsidiaries<br />
Goods in third parties hands<br />
2,301,639 4,057,986<br />
Committments 333,084 1,709,984<br />
Total memorandum accounts 7,643,637 11,133,254<br />
INCOME STATEMENT - MARCOLIN S.p.A.<br />
31.12.2004 31.12.2003<br />
A) Value of production<br />
1 Revenues from sales and services 98,371,342 85,793,850<br />
2 Changes in work in progress 0<br />
3 Variations in contracted work in progress (731,733) 2,534,971<br />
4 Increase in internal construction capitalized 734,039 368,000<br />
5 Other income<br />
a) grants and subsidies 0 0<br />
b) other 1,321,523 1,020,356<br />
Total other income 1,321,523 1,020,356<br />
Total value of production<br />
B) Cost of production<br />
99,695,172 89,717,176<br />
6 Cost of raw materials, auxiliary materials, spare parts and goods 33,948,191 29,564,757<br />
7 Costs for services 26,300,580 27,382,778<br />
8 Cost for utilization of third parties’ assets (leasing) 7,666,655 5,574,495<br />
9 Personnel costs<br />
a) salaries and wages 11,655,980 11,407,021<br />
b) social contributions 3,713,156 3,637,179<br />
c) staff leaving indemnity 873,245 857,638<br />
d) other social contributions 0 0<br />
e) other costs 16,476 10,231<br />
Total personnel costs 16,258,857 15,912,071<br />
10 Depreciation and write-down<br />
a) amortization of intangible assets 523,365 1,107,785<br />
b) depreciation of tangible fi xed assets 1,962,249 2,057,391<br />
c) other writes-down of assets 0 43,133<br />
d) write-down of receivables recorded among current assets 700,000 1,032,189<br />
Total depreciation and write-down<br />
11 Change in inventory of raw materials, auxiliary<br />
3,185,614 4,240,499<br />
materials, spare parts and goods 347,466 (1,007,691)<br />
12 Accruals for contingencies 790,095 183,814<br />
13 Other accruals 0 0<br />
14 Other operating charges 235,841 302,029<br />
Total cost of production 88,733,300 82,152,753<br />
DIFFERENCE BETWEEN VALUE AND COST OF PRODUCTION (A-B) 10,961,872 7,564,423<br />
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Statutory Annual Report & Accounts<br />
INCOME STATEMENT - MARCOLIN S.p.A.<br />
31.12.2004 31.12.2003<br />
C) <strong>Financial</strong> income and charges<br />
15 Income from investments<br />
a) dividends from subsidiaries 930,629 0<br />
b) dividends from associated companies 0 0<br />
c) dividends from other investments 0 0<br />
d) other income from investments 0 0<br />
Total income from investments<br />
16 Other fi nancial income<br />
a) from receivables recorded as fi xed assets:<br />
930,629 0<br />
- subsidiaries 292,062 245,645<br />
- associated companies 0 0<br />
- parent companies 0 0<br />
- other 0 0<br />
Subtotal 16a) 292,062 245,645<br />
b) from securities recorded as fi xed assets 0 0<br />
c) from securities recorded as current assets<br />
d) other fi nancial income<br />
0 0<br />
- from subsidiaries 0 0<br />
- from associated companies 0 0<br />
- from parent companies 0 0<br />
- exchange gains 0 0<br />
- other 561,176 807,672<br />
Subtotal 16d) 561,176 807,672<br />
Total other fi nancial income<br />
17 Interest and other fi nancial charges<br />
853,238 1,053,316<br />
a) from subsidiaries 22,623 24,644<br />
b) from associated companies 0 0<br />
c) from parent companies 0 0<br />
d) exchange losses 0 0<br />
e) interest payable 2,231,498 1,931,484<br />
f) other 248,577 249,414<br />
Total interest and other fi nancial charges<br />
17 bis Gains and Losses on Exchange rate<br />
2,502,698 2,205,54<br />
Gains (1,465,321) (1,130,918)<br />
losses 1,575,357 3,044,836<br />
total (profi t) losses on excange rate (total 17 bis) 110,037 1,913,918<br />
Total interest and other fi nancial charges (17+17 bis) 2,612,735 4,119,460<br />
Total (15+16-17) (828,868) (3,066,143)
INCOME STATEMENT - MARCOLIN S.p.A.<br />
<strong>Marcolin</strong> S.p.A.<br />
31.12.2004 31.12.2003<br />
D) Adjustments to the value of fi nancial operations<br />
18 Revaluation:<br />
a) investments in share capital 1,302,646 0<br />
b) other investments 0 0<br />
c) securities recorded as current assets 186,593 0<br />
Total revaluation<br />
19 Write-down of<br />
1,489,239 0<br />
a) investments in share capital 6,700,000 11,099,027<br />
b) other investments 0 0<br />
c) securities recorded as current assets 0 17,025<br />
Total write down 6,700,000 11,116,052<br />
Total adjustments (18-19)<br />
E) Extraordinary income and expenses<br />
20 Income<br />
(5,210,761) (11,116,052)<br />
a) capital gains on disposal of assets 0 0<br />
b) other extraordinary income 2,295,032 386,176<br />
Total extraordinary income<br />
21 Expenses<br />
2,295,032 386,176<br />
a) losses on disposal of assets 0 0<br />
b) taxes relating to previous periods 803,900 485,755<br />
c) other extraordinary charges 98,056 217,981<br />
Total extraordinary expenses 901,956 703,736<br />
Total extraordinary items (20 - 21) 1,393,077 (317,560)<br />
Profi t (loss) before taxes (A-B±C±D±E) 6,315,319 (6,935,333)<br />
22 Income taxes for the period 0 0<br />
Current taxes 3,753,628 1,983,388<br />
Deferred taxes 120,830 0<br />
Advanced taxes 786,408 (2,770,765)<br />
Net profi t gross of third parties quota 1,654,453 (6,147,956)<br />
Result atributable to minority interests 0 0<br />
Profi t (loss) for the PERIOD 1,654,453 (6,147,956)<br />
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Statutory Annual Report & Accounts<br />
EXPLANATORY NOTES TO STATUTORY ACCOUNTS<br />
FOR THE YEAR ENDING ON DECEMBER 31 31ST ST 2004
General approach to preparation<br />
<strong>Marcolin</strong> S.p.A.<br />
The statutory report and accounts for the year ending on December 31st 2004 have been prepared in compliance<br />
with the regulations of the Italian Civil Code, as amended following introduction of the company law reform<br />
pursuant to Italian Legislative Decree no. 6 of January 17th 2003 and its subsequent amendments. Accounts<br />
consist of the balance sheet, income statement, and of these explanatory notes.<br />
In order to aid their comparability with the previous FY, fi gures as at December 31st 2003 have been classifi ed so<br />
as to align them with the new regulations, which have partly modifi ed the templates for income <strong>statements</strong> and<br />
balance sheets.<br />
The purpose of Explanatory Notes is to illustrate, analyse and supplement data in year-end fi nancial <strong>statements</strong>.<br />
They contain the information required by Article 2427 of the Italian Civil Code, by other provisions of Italian<br />
Legislative Decree 127/1991, and by other previous Italian laws.<br />
In preparing comments to fi nancial <strong>statements</strong> we have taken into account the provisions of Italian Legislative<br />
Decree no. 58 of February 24th 1998 and of CONSOB Regulation no. 11971 dated May 14th 1999 and its subsequent<br />
amendments and additions.<br />
In order to provide better representation of fi nancial status a cash fl ow statement is presented as an attachment<br />
to these notes.<br />
We point out that a consolidated report and accounts have been prepared and are presented together with the<br />
statutory report and accounts, as envisaged by Italian Legislative Decree 127/1991.<br />
We also point out that the report on operating performance provides information concerning the nature of our<br />
business, signifi cant events occurring after year-end, and transactions with subsidiary/associated/parent companies,<br />
together with information concerning the various geographical areas and business sectors.<br />
Accounting policies<br />
Accounting standards and policies adopted by the company for preparation of year-end fi nancial <strong>statements</strong> as<br />
at December 31st 2004 are those envisaged by current civil legislation as well as by the documents prepared by<br />
the Italian Joint Commission of Chartered & Registered accounts, by the guidelines provided by the independent<br />
Italian Accounting Association (Organismo Italiano di Contabilità - OIC, a standard setter) concerning accounting<br />
standards, and, in the absence of all these, by those of the International Accounting Standards Board (IASB) taking<br />
into account possible tax impact on items posted in accounts.<br />
Accounting policies applied are the same as those applied in the previous FY, saving changes indicated under the<br />
heading “Changes in accounting policies”.<br />
<strong>Financial</strong> <strong>statements</strong> have been drawn up clearly and truthfully and properly represent the company’s capital and<br />
fi nancial status and the year’s business result.<br />
Further indications are provided in the notes commenting on individual items in accounts.<br />
Items in fi nancial <strong>statements</strong> have been quantifi ed based on the general criteria of prudence and temporal<br />
applicability, with a view to continuation of business.<br />
Application of the principle of prudence has involved individual valuation of elements forming the individual<br />
sub-items or items of assets and liabilities, in order to avoid offsetting between losses that should be recognised in<br />
accounts and profi ts that instead should not be recognised since they have not yet been realised.<br />
In observance of the principle of temporal applicability (accrual accounting), the effect of transactions and other<br />
events has been posted in accounts and attributed to the period to which such transactions and events refer , and<br />
not to the period when related cash movements occur (collections and payments).<br />
Continuity over time of accounting policies’ application is essential to assure comparability of the company’s<br />
fi nancial <strong>statements</strong> in the various FYs.<br />
More specifi cally, the most signifi cant accounting policies used to prepare year-end fi nancial <strong>statements</strong> are as<br />
described below.<br />
Intangible fi xed assets<br />
These assets are booked at historical acquisition cost, inclusive of any accessory costs, and directly amortised on a<br />
straight-line basis according to their residual possibility of utilisation.<br />
If, regardless of accrued amortisation already posted, permanent impairment of value emerges, the net fi xed asset<br />
value is written down accordingly. If in subsequent FYs the reasons for write-down cease to exist, the original<br />
value is written back.<br />
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Start-up & expansion costs and the costs of research, development and advertising featuring multiannual utility<br />
posted among assets are amortised in a 5-year period.<br />
Rights for industrial parents and for use of intellectual properties are amortised according to projected useful<br />
business life - on a 5-year basis - starting from the time when the process of business utilisation commences.<br />
Costs relating to concessions, licenses, trademarks and similar rights are amortised according to the duration of<br />
the contracts stipulated for them.<br />
Tangible fi xed assets<br />
These assets are booked at purchase or construction cost (inclusive of the portion of industrial expenses directly<br />
or indirectly attributable to them), taking into account any legal monetary revaluations, and depleted by their<br />
respective cumulative depreciation.<br />
Their book value also takes into account accessory costs, reducing cost by any discounts accorded.<br />
Routine maintenance and repair costs are fully expensed in the profi t & loss account. Maintenance costs increasing<br />
asset value are attributed to the assets to which they refer and undergo depreciation according to the latter’s<br />
residual possibility of utilisation.<br />
Annual depreciation amounts, charged to the profi t & loss account, have been calculated taking into account<br />
the assets’ utilisation, category and economic/technical duration, based on the criterion of residual possibility of<br />
utilisation.<br />
In the year when the asset is acquired, annual depreciation is forfeitarily halved, in the belief that this is a reasonable<br />
approximation of the timing of purchases during the FY.<br />
If their usefulness ends within the FY, assets featuring a unitary cost of up to € 516,46, capable of stand-alone<br />
utilisation, are fully expensed in the profi t & loss account, in item B.6.<br />
If, regardless of depreciation already posted, permanent impairment of value emerges, the fi xed asset’s net residual<br />
value is written down accordingly. If in future years the reasons for write-down cease to exist, the asset is written<br />
back to its original value.<br />
The depreciation rates used - the same as those used in the previous FY - are as follows:<br />
CATEGORY Rate<br />
Buildings 3.0%<br />
Non-operating machines 10.0%<br />
Depreciable equipment 40.0%<br />
Operating machines 15.5%<br />
Furniture & fi ttings 12.0%<br />
Booths furniture 27.0%<br />
Electronic machines 20.0%<br />
Vehicles 25.0%<br />
Trucks 20.0%<br />
Assets under construction and advance payments to suppliers are posted among assets according to cost borne<br />
inclusive of directly ascribable expenses.<br />
<strong>Financial</strong> fi xed assets<br />
Equity investments in subsidiary and associated companies<br />
Equity investments - if they are permanent or long-lasting investments - are posted among fi xed fi nancial assets.<br />
Otherwise - i.e. if purchased for subsequent monetisation - they are posted among current assets.<br />
Equity investments are accounted for using the cost method.<br />
Their book value is determined on the basis of purchase price, inclusive of any accessory costs, or subscription<br />
price. The cost is reduced in the case of permanent losses of value. The original value is written back in subsequent<br />
FYs if the reasons for write-down cease to exist.
Non-current receivables<br />
Receivables included in fi xed fi nancial assets are posted according to their presumable realisation value.<br />
<strong>Marcolin</strong> S.p.A.<br />
Non-current securities<br />
Non-current securities are posted at purchase cost. If, at year-end date, they feature a permanently lower value than<br />
the value originally booked, the fi gure is aligned with this lower value.<br />
Inventories<br />
Inventories are quantifi ed at the lowest between average purchase or production cost and corresponding<br />
presumable disposal value, based on market trends. Purchase cost is determined by applying the weighted average<br />
cost method. Production cost includes the cost of raw materials, labour components, and all other direct and<br />
indirect production costs.<br />
“Presumable disposal value” means market value existing on year-end date. It is calculated taking into account any<br />
fabrication costs still to be borne and direct selling costs. More specifi cally, in addition we consider price trends<br />
and all other conditions having an infl uence also in the interval between year-end date and the date of preparation<br />
of year-end accounts.<br />
In determining purchase cost, we have taken into account the price effectively borne, inclusive of directly<br />
attributable expenses, including freight costs and customs costs, net of trade discounts.<br />
In production cost, besides the cost of materials used, as defi ned above, we have also considered direct and<br />
indirect manufacturing costs.<br />
Obsolete or slow-moving inventory items have been written down according to their possibility of utilisation<br />
or disposal.<br />
Receivables<br />
Receivables are shown at their presumable realisation value, which is the difference between their face value and<br />
prudently calculated doubtful-debt provision.<br />
As regards the value of trade receivables posted in the company’s year-end fi nancial <strong>statements</strong>, we point out<br />
- as recommended in CONSOB memorandum no. 97003369 of April 9th 1997 - that during the FY the company<br />
monetised part of its trade receivables, for an amount of some € 7,041k, via completion of some no-recourse<br />
factoring transactions with premier factoring companies. We note that factored receivables do not included<br />
amounts not yet falling due as at December 31st 2004.<br />
From the accounting standpoint, we removed the value of the receivables factored, posting in the profi t &<br />
loss account the difference between cash-in received from the factoring company and the book value of the<br />
receivables concerned.<br />
We advise that, as at the end of FY2004, the aforementioned factoring transactions had been totally concluded.<br />
Current fi nancial assets<br />
Current fi nancial assets are quantifi ed at the lowest between purchase and presumable realisation value based on<br />
market trends. If in subsequent years the reasons for any write-downs cease to exist, book value is written back to<br />
market value up to the limit of the original cost.<br />
Cash & banks<br />
Cash & banks as at year-end are shown at their nominal value.<br />
Accruals and deferrals<br />
These items comprise the portion of costs and income common to two or more FYs that pertains to the FY<br />
in questions, as envisaged by the Italian Civil Code, in order to respect the principle of temporal applicability<br />
(accrual accounting).<br />
Accruals for risks and contingencies<br />
Accruals for risks and contingencies are made to cover losses or debts, materialisation of which is certain or likely<br />
- but whose entity or date of occurrence cannot be accurately determined at year-end.<br />
Provisioning refl ects the best possible estimate based on information to hand.<br />
Valuation of accruals complies with the general criteria of prudence and applicability and no generic risk accruals<br />
without any business justifi cation have been made.<br />
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Risks, for which materialisation of a liability is merely possible, are described in the explanatory notes to account<br />
without making provision.<br />
The item also includes the value of deferred taxes calculated according to the approach described in the paragraph<br />
called “Income tax in the year”.<br />
Accruals for employee severance indemnities<br />
Accruals correspond to the total amount of sums accruing in employees’ favour in compliance with legal results<br />
and the current national and supplementary company collective labour contracts, taking into account all forms of<br />
remuneration of a continuous nature.<br />
Cumulative accrual is the total of individual indemnities accruing in employees’ favour as up to year-end date, net<br />
of any payments on account made. It therefore represents the amount that would have to be paid to employees if<br />
their employment relationship were to cease on that date.<br />
Total accrual is revalued each year according to the trend in the ISTAT (Italian national statistics bureau) consumer<br />
price index for the families of blue- and white-collar workers.<br />
Payables<br />
Payables are shown at their face value.<br />
Guarantees and commitments<br />
These items represent the company’s positions of commitment, guarantee or commitment that it has not been<br />
possible to represent appropriately in balance-sheet assets and liabilities.<br />
They are shown at their nominal or contractual value.<br />
Revenues and income, costs and charges<br />
Revenues and costs are posted in the profi t & loss account on the basis of temporal applicability, also posting<br />
related accruals and deferrals, and observing the principle of prudency and pertinence.<br />
Revenues and income and costs and charges are posted net of returned goods, discounts, credits and bonuses, as<br />
well as of taxes directly connected with the sale of products and provision of services.<br />
Revenues for the sale of products are recognised upon transfer of ownership, which generally coincides with<br />
delivery or shipment. In the case of services, recognition of revenues coincides with completion of execution<br />
of services.<br />
Dividend income is posted in accounts on a cash basis.<br />
Income tax in the year<br />
Taxes are posted based on determination of taxable income in compliance with current regulations, taking<br />
applicable exemptions and tax credits into account. When necessary, deferred taxes are provisioned for temporary<br />
differences between the year’s reported net result and taxable income.<br />
As required by Article 2427, paragraph 1, no. 14), of the Italian Civil Code, explanatory notes show a specifi c table<br />
containing:<br />
• The description of temporary differences leading to the posting of deferred and prepaid taxes, specifying<br />
the tax rate applied, changes versus the previous FY, amounts credited and debited to the profi t & loss<br />
account or to net shareholders’ equity, and items excluded from the calculation and the reasons for<br />
exclusion.<br />
• The amount of prepaid taxes posted in accounts relating to losses made in the year or in previous year<br />
and the reasons for such entries and the amount not yet posted in accounts, together with the reasons<br />
for non-entry.<br />
In particular, as regards provision of deferred tax assets for accrued tax losses, we point out that these are<br />
posted only:<br />
• If there is a reasonable certainty of achieving in future (normally within the next fi ve FYs) taxable<br />
income of an entity able to absorb the losses carried forward, and<br />
• the accrued losses are attributable to specifi c circumstances that it is believed will not be repeated<br />
in future.
<strong>Marcolin</strong> S.p.A.<br />
Derivative contracts<br />
In order to address the risk of changes in exchange and interest rates, the company stipulates derivative contracts<br />
hedging specifi c transactions or net exposures.<br />
For fi nancial instruments used to manage interest-rate risk, interest differentials are posted in the profi t & loss<br />
account, among “<strong>Financial</strong> income and charges”, according to the principle of temporal applicability.<br />
For fi nancial instruments used to manage exchange-rate risks, the cost (or “fi nancial component”, calculated as<br />
the difference between the spot exchange rate on the date of contract stipulation and the forward exchange rate)<br />
is charged to the profi t & loss account among “<strong>Financial</strong> income and charges”, once again according to the rule<br />
of temporal applicability.<br />
Assets acquired via fi nancial leasing contracts<br />
Capital goods acquired via fi nancial leasing contracts are accounted as per the accounting treatment consistent<br />
with current relevant legislative interpretations. This accounting method involves posting of leasing costs among<br />
operating costs (among “Rental, leasing and royalties”) and posting of the asset among balance-sheet assets in the<br />
FY when the redemption right is exercised. During the leasing period the value of residual instalments is shown<br />
in memorandum accounts.<br />
If we had adopted the fi nancial method for accounting treatment of the contracts in question, this would have<br />
involved posting in the profi t & loss account of interest on the principal fi nanced and of annual depreciation of the<br />
value of assets acquired via fi nancial leasing, as well as posting of the goods themselves among assets and residual<br />
debt among liabilities in the balance sheet.<br />
The information required by point 22 of Article 2427 of the Italian Civil Code is provided in a specifi c table<br />
attached to these explanatory notes.<br />
Changes in accounting policies<br />
Elimination of tax interference<br />
In application of the regulatory changes introduced by Italian Legislative Degree no. 6 and its subsequent<br />
amendments and additions (Company Law Reform), and taking into account the recent guidelines provided by<br />
the institutions and authorities concerned, we have proceeded with elimination of “tax interferences” relating to<br />
provisions and write-downs made in previous FYs justifi ed solely by tax reasons. The new provisions in fact no<br />
longer permit the posting in accounts of write-downs or provisions solely for the application of tax regulations.<br />
In FY2004 we therefore eliminated the so-called “prior contamination” from fi gures in fi nancial <strong>statements</strong> as at<br />
January 1st 2004, reversing depreciation provision pertinent solely for tax purposes made in previous FYs.<br />
According to the orientation of the CONSOB, the Bank of Italy, and of the Italian Accounting Association, reversal<br />
of write-downs made solely for application of tax regulations is posted among extraordinary income items, whilst<br />
related taxes are posted among extraordinary charges.<br />
The effects of this “tax decontamination” are detailed in the comments concerning “Tangible fi xed assets”.<br />
Policies for translation of foreign-currency items<br />
Consistently with the requirements of Article 2426, no. 8/2, of the Italian Civil Code and in contrast with what was<br />
done in previous FYS - when foreign-currency receivables and payables falling due after more than 12 months<br />
were accounted for by (a) refl ecting losses in the year’s profi t & loss account and (b) prudently deferring gains via<br />
provisioning of a specifi c accrual for deferred gains - all monetary assets and liabilities denominated in foreign<br />
currency are now posted at the exchange rate in force on the transaction date and adjusted to the exchange rate<br />
in force at year-end date, taking into account any derivative hedging contracts. Unrealised positive or negative<br />
differences stemming form adjustment of these items to year-end exchange rates are posted in the profi t & loss<br />
account and any net foreign-exchange gain is provisioned in a specifi c reserve that cannot be distributed until<br />
realisation. If the company had applied the same policy as that applied in the previous FY, there would have been<br />
no signifi cant differences in net profi t and net shareholders’ equity.<br />
A new item has been included in the profi t & loss account - i.e. Foreign-exchange gains/(losses) - as per the<br />
provisions of Article 2425, point 17/2 of the Italian Civil Code.<br />
In order to permit proper comparison between fi gures for FY 2004 and those of the previous FY, FY2003 amounts<br />
relating to positive and negative exchange-rate differences - respectively included in the items “Other fi nancial<br />
income” and “Interest and other fi nancial expenses - have been reclassifi ed in the item “Foreign-exchange<br />
gains/(losses)”.<br />
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We note that there have been no signifi cant changes in exchange rates since the year-end date.<br />
Comparability of items<br />
The reform of rules governing joint-stock companies introduced by Italian Legislative Decree no. 6 of January<br />
17th 2003 and its subsequent amendments has caused signifi cant modifi cations to the structure and content of the<br />
balance sheet and profi t & loss account.<br />
For companies whose fi nancial year coincides with the calendar year, the new rules are applicable as<br />
from FY2004.<br />
The amendments and additions made to year-end account templates are as follows:<br />
• Introduction of the items C.II.4/2) and C.II.4/3) respectively for “Tax receivables” and “Prepaid taxes”;<br />
• Inversion of numbering for the Statutory Reserve and Treasury Stock Reserve, respectively numbered<br />
A.V and A.VI as from 2004;<br />
• Introduction of the item D.3 - “Amounts payable to shareholders for loans”;<br />
• Introduction of the item C.17/2) - “Foreign-exchange gains/(losses)”;<br />
• Addition to the item 22) - Income taxes in the year - of the specifi cation “current, deferred,<br />
and prepaid”.<br />
In order to assure comparability, as envisaged by Article 2423/3 of the Italian Civil Code, the corresponding items<br />
in the previous year have also been reclassifi ed, as illustrated below (in € units):<br />
Old Scheme New Scheme<br />
(Euro/thousand)<br />
CII5) Other receivables 6,698,456 CII4-bis) Receivables from tax authorities 677,287<br />
CII4-ter) Accrued Taxes 5,587,176<br />
CII5) Other receivables 433,993<br />
D4) Other fi nancing payables 575,880 D3) Payable to Shareholders for fi nancing 0<br />
D5) Other fi nancing payables 575,880<br />
C16d) Other fi nancial income 1,938,590 C16d) Other fi nancial income 807,672<br />
C17-bis) Gains and Losses on exchange rate 1,130,918<br />
C17) Interests and other fi nancial charges 5,250,378 C17) Interests and other fi nancial expenses 2,205,542<br />
C17-bis) Gains and Losses on exchange rate 3,044,836<br />
Cash fl ow statement<br />
The Cash Flow Statement shows cash fl ows by type, considering in the NFP (net fi nancial position) cash, bank<br />
receivables and payables, other fi nancial debts, and readily monetisable securities.
ILLUSTRATION OF THE MAIN ITEMS<br />
OF STATUTORY FINANCIAL STATEMENTS<br />
ASSETS<br />
A) Share capital issued and not paid<br />
No fi gures are booked for this item.<br />
B) Fixed assets<br />
<strong>Marcolin</strong> S.p.A.<br />
No write-downs of intangible and tangible fi xed assets have been made for permanent losses of value.<br />
As regards information required by Article 2427, no. 2, of the Italian Civil Code, reference should be made to the<br />
tables attached to these Notes.<br />
I. Intangible fi xed assets<br />
The balance as at 31.12.2004 amounted to € 3,423k vs. € 1,986k as at 31.12.2003.<br />
Some € 1,399k of the increase in assets under construction and advance payments related to costs borne for the<br />
new ERP system. This project, which started at the end of October 2003 and was still undergoing implementation<br />
at the end of December 2004, was completed at the beginning of 2005.<br />
The remaining increase of some € 560k in intangible fi xed assets was due to renewal of the license for utilisation<br />
of the technical drawing system (about € 300k) and to contribution to equipment expenses (about € 224k).<br />
Decreases in the various items were solely due to the year’s amortisation.<br />
In year-end fi nancial <strong>statements</strong> as at 31.12.2004 there has been no reclassifi cation of items forming intangible<br />
fi xed assets.<br />
Below we indicate the composition of the items “Start-up and expansion costs” and “Research, development and<br />
advertising costs” booked among fi xed assets. There were no increases during the FY in question.<br />
Start-up & expansion costs<br />
Description Value as at<br />
31.12.2003<br />
Clearance of the item means elimination of the constraints on dividend distribution envisaged by Article 2426,<br />
no. 5, of the Italian Civil Code.<br />
Research & development and advertising costs<br />
Increases Decreases Depreciation Value as at<br />
31.12.2004<br />
Listing expenses 189 - - 189 -<br />
Total 189 - - 189 -<br />
Description Value as at Increases Decreases Depreciation Value as at<br />
31.12.2003 31.12.2004<br />
Multi-year advertising 2 - 2 - -<br />
Total 2 - 2 - -<br />
During the year the company incurred “ordinary” advertising costs that were totally expensed in the profi t &<br />
loss account.<br />
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II. Tangible fi xed assets<br />
These assets showed a balance of € 5,896k as at 31.12.2004 vs. € 4,268k as at 31.12.2003.<br />
As regards changes occurring during FY2004, reference should be made to the table attached to these Notes.<br />
In application of the regulatory changes introduced by Italian Legislative Decree no. 6 of January 17th 2003 and<br />
its subsequent amendments and additions (Company Law Reform), we eliminated - offsetting it in extraordinary<br />
income - tax interference concerning provisions made for accelerated depreciation (€ 2,065k) in previous years and<br />
justifi ed solely by tax motivations. Related deferred-tax provision has been offset among extraordinary charges.<br />
The amount of this “decontamination” is shown, detailed by each fi xed asset category, in a specifi c line in the table<br />
mentioned above showing changes in tangible fi xed assets.<br />
The main increases in tangible fi xed assets referred to:<br />
• Industrial equipment for the construction of moulds mainly for the production of new eyewear ranges<br />
(about € 972k); replacement of production machinery (about € 147k); other assets for the purchase of<br />
furniture and fi ttings to set up trade show stands (about € 277k) and of offi ce furniture and furnishings<br />
(about € 29k); purchase of electronic machines (about € 95k); and other fi xed assets (€ 16k).<br />
• Assets under construction and advance payments totalling some € 30k.<br />
The book value of tangible fi xed assets shown in accounts is net of depreciation applied in the FY.<br />
In addition, the company has at its disposal assets stemming from signature, in previous FYs, of fi nancial leasing<br />
contracts that have been posted based on the capital method. This involves posting of instalments charged by<br />
the lessor company in the item b.8 - Rental, leasing, and royalties - of the profi t & loss account. As regards<br />
information required by Article 2427, no. 22, of the Italian Civil Code, reference should be made to the table<br />
attached to these Notes.<br />
Total revaluations of tangible fi xed assets as at year-end<br />
Pursuant to Article 10 of Law 72/1983 and of Law 413/1991, we list the following tangible fi xed assets present<br />
in the company’s year-end fi nancial <strong>statements</strong> as at December 31st 2004 and that have undergone monetary<br />
revaluation.<br />
Description Revaluation Revaluation Total revaluations<br />
law 413/91 law 72/83<br />
Land and Buildings 26,301 26,301<br />
Plant and Machinery 22,093 22,093<br />
Total 26,301 22,093 48,394<br />
The aforementioned tangible fi xed assets have been revalued according to legislative provisions (special, general,<br />
or sector) within the maximum limit consisting of the fi xed assets’ objectively determined use value. We have not<br />
undertaken any discretionary or voluntary revaluations.
III. <strong>Financial</strong> fi xed assets<br />
<strong>Marcolin</strong> S.p.A.<br />
Equity investments<br />
As at 31.12.2004 the balance of equity investments amounted to some € 23,543k as compared with some € 28,941k<br />
as at 31.12.2003.<br />
Description Value as at Increases Decreases Value as at<br />
31.12.2003 31.12.2004<br />
Subsidiaries 28,682,373 1,302,646 6,700,000 23,285,019<br />
Associated companies<br />
Parent companies<br />
258,228 258,228<br />
Other companies - - - -<br />
Total 28,940,602 1,302,646 6,700,000 23,543,248<br />
The total decrease of € 5,397k was the result of the combined effect of:<br />
• Write-back, within the limit of their original cost, of the book value of the equity interests owned in the<br />
subsidiaries <strong>Marcolin</strong> U.K. Ltd. and <strong>Marcolin</strong> Iberica S.A. - previously written down due to permanent<br />
impairment of value - by some € 1,302k, due to cessation of the reasons that had caused directors to<br />
reduce their respective cost value.<br />
• Write-down, for a total of some € 6,700k, of the book value of equity interests owned in the subsidiaries<br />
<strong>Marcolin</strong> do Brasil Ltda., <strong>Marcolin</strong> Deutschland GmbH, <strong>Marcolin</strong> France S.a.r.l., and <strong>Marcolin</strong> U.S.A. Inc.<br />
due to permanent impairment of value.<br />
For further details reference should be made to the comments on the item “Adjustment to value of fi nancial assets”.<br />
Equity investments in subsidiary and associated companies are valued, observing the principle of continuity of<br />
accounting policies, at purchase or subscription cost, written down for permanent impairment of value or written<br />
back following cessation of the reasons causing past write-down of the equity investment concerned.<br />
For the list of equity investments, reference should be made to the table attached to these Notes.<br />
Receivables<br />
Description Value as at Increases Decreases Value as at<br />
31.12.2003 31.12.2004<br />
Subsidiaries 8,344,351 4,283,456 - 12,627,807<br />
Associated companies - - - -<br />
Parent companies -<br />
Other companies 99,064 997 64,195 35,866<br />
Total 8,443,415 4,284,453 64,195 12,663,673<br />
Amounts receivable from subsidiaries were of a fi nancial nature and related to the Swiss affi liate (some € 2,268k),<br />
Cébé S.A. (about € 6,210k), and <strong>Marcolin</strong> International B.V. (about € 4,150k).<br />
Other securities<br />
As at December 31st 2004 the company did not own securities booked as fi xed fi nancial assets.<br />
Treasury stock<br />
The company does not hold any of its own shares booked as fi xed fi nancial assets.<br />
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C) Current assets<br />
I. Inventory<br />
The balance of inventories as at December 31st 2004 totalled about € 25,832k vs. some € 26,912k as at<br />
December 31st 2003.<br />
The decrease of some € 1,080k was due to tighter and more rational inventory management.<br />
Details show a decrease in inventories of fi nished products of some € 1,167k and of raw and ancillary materials and<br />
consumables of about € 347k, together an increase in work-in-process inventory of some € 434k.<br />
Quantifi cation, respectively, on the basis of (a) weighted average cost for raw and ancillary materials and (b)<br />
average production cost for fi nished products does not differ signifi cantly from inventory quantifi cation based on<br />
current costs.<br />
In addition, we point out that at 2004 year-end we aligned the value of slow-moving inventory with market value<br />
via inventory write-down accruals, the total amount of which was approximately € 3,267k.<br />
As regards inventory value, no fi nancial charges have been included.<br />
II. Receivables<br />
There were no receivables relating to transactions with the obligation of forward repurchase (repos).<br />
Below we show the balance split by geographical area and due date.<br />
RECEIVABLES BY GEOGRAPHICAL AREA<br />
Italy Rest of Europe Rest of the world Total<br />
Trade receivables 27,065,991 2,719,236 3,741,929 33,527,155<br />
Due from subsidiaries 15,211 7,602,329 12,850,155 20,467,696<br />
Due from associated companies 0 0<br />
Due from parent companies 0 0<br />
Due from tax authorities 0 0<br />
Accrued taxes 4,750,455 4,750,455<br />
Due from others 362,178 362,178<br />
Total 32,193,835 10,321,565 16,592,084 59,107,484<br />
RECEIVABLES - MATURITY ANALYSIS<br />
Within one year After one year<br />
and within 5 years<br />
After 5 years Total<br />
Trade receivables 33,527,155 33,527,155<br />
Due from subsidiaries 20,467,696 20,467,696<br />
Due from associated companies 0 0<br />
Due from parent companies 0 0<br />
Due from tax authorities 0 0<br />
Accrued taxes 2,435,474 2,314,981 4,750,455<br />
Due from others 362,178 362,178<br />
Total 56,792,503 2,314,981 0 59,107,484
<strong>Marcolin</strong> S.p.A.<br />
RECEIVABLES FROM SUBSIDIARIES<br />
Company 31.12.2004 31.12.2003<br />
<strong>Marcolin</strong> & Co. S.p.A. 15,211 6,869<br />
<strong>Marcolin</strong> France S.a.r.l. 1,471,234 1,847,918<br />
<strong>Marcolin</strong> (Deutschland) GmbH 1,614,246 1,848,822<br />
<strong>Marcolin</strong> (U.K.) Ltd. 511,714 816,792<br />
<strong>Marcolin</strong> Iberica S.A. 1,499,732 1,714,332<br />
<strong>Marcolin</strong> GmbH 742,374 319,622<br />
<strong>Marcolin</strong> Portugal Lda. 902,575 975,281<br />
<strong>Marcolin</strong> Benelux S.p.r.l. 783,176 763,341<br />
<strong>Marcolin</strong> U.S.A. Inc. 10,296,233 10,713,487<br />
<strong>Marcolin</strong> Intern. B.V. 283,259 153,241<br />
<strong>Marcolin</strong> do Brasil Ltda. 1,804,225 1,413,956<br />
<strong>Marcolin</strong> Asia Ltd. 7,324 186,057<br />
Cébé S.A. 536,394 2,263,387<br />
Total 20,467,696 23,023,103<br />
The total balance of receivables increased by some € 6,906k YoY. Going into greater detail, we note an increase in<br />
third-party trade receivables (about € 11,047k) - relating to the higher sales achieved in the domestic market where<br />
terms of payment are longer than those of the international market - and a decrease of some € 2,555k in amounts<br />
receivable from subsidiaries.<br />
As specifi ed in the comment on the policies adopted for receivables’ valuation, we point out that, during the FY,<br />
the company undertook no-recourse factoring of trade receivables for an amount of some € 7,041k with premier<br />
factoring companies, in order to optimise working capital management, also in the light of the favourable rates<br />
conditions obtained. All receivables factored during 2004 had fallen due as at FY year-end date.<br />
We point out that, at year-end these transactions had in any case been fully concluded.<br />
In compliance with the new requirements introduced by Italian company law reform, the company has posted as<br />
a separate item the value of credits for prepaid taxes calculated on the basis of the temporary differences existing<br />
between reported profi t and taxable income. As envisaged by Article 2427, no. 14, of the Italian Civil Code, the<br />
attachments include a specifi c table indicating the aforesaid temporary differences and the amount of prepaid taxes<br />
posted in year-end accounts. The company has not provisioned prepaid taxes relating to losses made in the FY or<br />
in previous FYs. The tax rate applied for calculations is 33% for corporate income tax (Italian acronym = IRES)<br />
and 4.25% for regional business tax (Italian acronym = IRAP).<br />
Contrary to the situation of the previous FY, the balance of tax receivables and payables in FY2004 showed a debt.<br />
The relevant net fi gure has therefore been posted in “Taxes payable”<br />
Amounts receivable from other parties, totalling some € 362k, consisted of the following items:<br />
Description<br />
31.12.2004 31.12.2003<br />
Security deposits 112,579 83,749<br />
Other receivables 249,600 350,244<br />
Total 362,178 433,993<br />
The sub-item “Other receivables” included the value of a credit concerning a grant of some € 107k, obtained<br />
against presentation of a project for the study and development of new technologies applicable to the alpine<br />
goggles and eyewear segment, and payments on account to suppliers of some € 50k.<br />
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Statutory Annual Report & Accounts<br />
Trade receivables are shown at their presumable realisation value, adjusted by doubtful-debt provision - not deductible<br />
for tax purposes (under Article 106 of Italian Presidential Decree 917/1986) - of some € 1,055k and by tax-deductible<br />
provision of some € 278k. We consider these provisions adequate for coverage of estimated credit risks.<br />
Accrued doubtful-debt provision underwent the following changes during FY2004:<br />
RESERVE FOR DOUBTFUL ACCOUNT Non-deductible Tax-deductible Total<br />
(Euro/thousand) reserve reserve<br />
Balance at 31.12.2004 801,480 232,189 1,033,669<br />
Utilization in the period (168,179.37) (232,189.14) (400,368.51)<br />
Reclassifi cations - -<br />
Accrual for the period 421,727 278,273 700,000<br />
Balance at 31.12.2003 1,055,027 278,273 1,333,301<br />
In order to adjust receivables to their presumable realisation value, we made total provision of some € 700k.<br />
We note that receivables also included foreign-currency balances. More specifi cally, some € 13,7 mn related to<br />
transactions with the U.S. affi liate and CHF 3,5 mn to amounts receivable from the Swiss affi liate.<br />
III Current fi nancial assets<br />
As at December 31st 2004 the company hold 681,000 of its own shares as current fi nancial assets for a total nominal<br />
value of € 354,120. The amount shown in year-end accounts includes write-back, within the limit of original cost,<br />
of some € 187k posted during FY2004 in order to align book value with the stock’s market prices.<br />
IV. Cash & banks<br />
CASH & BANKS<br />
(Euro/thousand) 31.12.2004 31.12.2003<br />
Bank and postal accounts 3,218,237 7,201,738<br />
Checks 613 5,471<br />
Petty cash 6,890 11,669<br />
Total 3,225,740 7,218,878<br />
The balance represents cash & bank balances as at year-end date.
D) Accrued income & prepayments<br />
<strong>Marcolin</strong> S.p.A.<br />
Accrued income and prepayments included income relating to the period collectable in subsequent FYs and costs<br />
borne by year-end date but relating so subsequent FYs.<br />
The breakdown of the item was as detailed below:<br />
ACCRUED INCOME AND PREPAYMENTS<br />
31.12.2004 31.12.2003<br />
Accrued income:<br />
- Lease commitments - -<br />
- Interest income - -<br />
- Other 20,355 21,992<br />
TOTAL ACCRUED INCOME 20,355 21,992<br />
Prepayments:<br />
- Lease payments 15,930 89,996<br />
- Insurance premiums - -<br />
- Discounts, premiums and other costs for granting<br />
loans and obtaining fi nancing<br />
- -<br />
- Other 543,224 859,729<br />
TOTAL PREPAYMENTS 559,155 949,725<br />
Total Accrued Income and Prepayments 579,510 971,716<br />
The sub-item “Other prepayments” comprises - for an amount of some € 206k - the portion pertaining to future<br />
years of an exceptional one-off payment paid in previous years to Dolce & Gabbana S.p.A. and the prepayment<br />
value - for an amount of some € 181k - of costs incurred for acquisition of a new licenses, which have been spread<br />
over contract duration.<br />
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Statutory Annual Report & Accounts<br />
LIABILITIES<br />
A) Shareholders’ Equity<br />
In the following table we show the information required by Article 2427, no. 7/2, of the Italian Civil Code:<br />
SHAREHOLDERS’ EQUITY COMPOSITION Previous years allocations<br />
Description Value Possible<br />
Available<br />
Losses Other reasons<br />
utilization<br />
reserve<br />
coverage<br />
Equity<br />
Equity reserve:<br />
23,596,560<br />
Share premium reserve 21,950,034 A-B-C 18,850,893<br />
Treasury stock reserve<br />
Consolidation surplus<br />
Split surplus<br />
Other reserve<br />
Profi t reserve:<br />
946,589 0<br />
Revaluation reserve 0<br />
Legal reserve 1,620,170 B 0<br />
Statutory reserve<br />
Treasury stock reserve<br />
0<br />
Extraordinary reserve<br />
Consolidation surplus<br />
Split surplus<br />
0<br />
Euro rounding reserve<br />
Other reserve<br />
0<br />
Profi t (losses) carried forward 3,997,980 A-B-C 3,997,980 6,147,956 1,224,675<br />
Total 52,111,333 22,848,872 6,147,956 1,224,675<br />
Amount not to be distributed ex art. 2426, comma 1 n. 5 c.c. 0<br />
Amount not to be distributed ex art. 2431 c.c. 3,099,142<br />
Residual amount which can be distributed 19,749,730<br />
Bound amount ex art. 109 comma 4 lettera b) del T.U.I.R. 1,363,169<br />
Legenda: A - to capital increase; B - to losses coverage; C - to shareholders’ distribution; D - other.<br />
Shareholders’ equity as at 31.12.2004 showed a balance of approximately € 53,766k vs. some € 52,111k as at<br />
31.12.2003.<br />
As regards changes occurring during the FY, reference should be made to the table included in attachments.<br />
Share capital as at 31.12.2004 consisted of 45,378,000 ordinary shares of a nominal value of € 0,52 each for a total<br />
amount of € 23,596,560.00.<br />
The Treasury stock reserve relates to buy-back of <strong>Marcolin</strong> shares and is posted in accordance with the rules<br />
established by the Italian Civil Code.<br />
The fi gure indicated for the item “Portion constrained pursuant to Article 109, paragraph 4, letter b), of the Italian<br />
Consolidated Finance Act” shown in the table, signals that, pursuant to the regulation highlighted, an indistinct<br />
part of reserves other than the Legal Reserve posted as part of shareholders’ equity is subject to a tax constraint<br />
envisaging that:<br />
“... In the eventuality of their distribution, shareholder equity’s reserves and earnings, even if achieved after the<br />
tax period to which the deduction refers, go to form [taxable] income if, and to the extent that, the amount of<br />
remaining shareholder equity’s reserves, other than the Legal Reserve, and of retained earnings is lower than<br />
depreciation, write-downs and provisions deducted in excess of those posted in the profi t & loss account net of<br />
deferred-tax provision relating to the amounts deducted...”.<br />
The amount indicated corresponds to the amount of depreciation posted in previous FYs solely for tax reasons<br />
(so-called “accelerated depreciated”) net of related deferred taxes.
B) Accrued provisions for risks and contingencies<br />
<strong>Marcolin</strong> S.p.A.<br />
Description Value as at Increases Decreases Value as at<br />
31.12.2003 31.12.2004<br />
Severance indemnities and other commitments 575,707 174,681 18,866 731,522<br />
Deferred tax 68,801 870,787 28,877 910,711<br />
Others 1,023,004 615,414 348,834 1,289,584<br />
Total 1,667,511 1,660,882 396,577 2,931,817<br />
“Provisions for retirement benefi ts” refers to provision accruing for agent indemnities.<br />
The “Other provisions” item include estimated risk provision of some € 606k posted to take into account markedto-market<br />
valuation of some interest-rate and USD hedging transactions still in place at year-end, relating to loan<br />
transactions. It also included provision of some € 400k for returned goods and product warranties; provision for<br />
litigation risks of some € 192k; and provision for deferred foreign-exchange gains of about € 18k. Some € 911k of<br />
accrued tax provision referred to deferred taxes.<br />
Increases related to provisions made in the year for:<br />
• Litigation risks = € 142k, based on the development lawsuits underway;<br />
• Potential risks = € 400k, for risks concerning returned goods;<br />
• Potential risks = € 73k, for prizes to be awarded for competitions;<br />
• Agent termination = some € 175k, as per the rules established by the national collective agent contract<br />
(Italian acronym = AEC) and in compliance with civil legislation.<br />
Decreases related to utilisation of provisions in the year.<br />
C) Accruals for employee severance indemnities<br />
Description Value as at Increases Decreases Value as at<br />
31.12.2003 31.12.2004<br />
Staff Leaving Indemnity 4,373,910 873,245 666,381 4,580,774<br />
Total 4,373,910 873,245 666,381 4,580,774<br />
The total amount accrued represented the company’s effective debt as at 31.12.04 to employees on the payroll on<br />
that date, net of advances paid out.<br />
There was an increase and decrease during the FY of about € 873k and € 666k respectively.<br />
D) Payables<br />
The balance of payables as at December 31st 2004 amounted to some € 73,323 vs. about € 73,016k as at<br />
December 31st 2003. The breakdown of the amount by geographical area and duration was as shown in the<br />
following tables.<br />
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Statutory Annual Report & Accounts<br />
PAYABLES BY GEOGRAPHICAL AREA<br />
Italy Rest of Europe Rest of the world Total<br />
Bonds 0 0 0 0<br />
Convertible Bonds 0 0 0 0<br />
Payable to Shareholders for fi nancing 0 0 0 0<br />
Due to banks 43,754,961 0 0 43,754,961<br />
Due to others fi nanciers 793,171 0 0 793,171<br />
Advances 0 0 0 0<br />
Trade payables 17,461,034 374,281 2,716,565 20,551,879<br />
Notes payables 0 0 0 0<br />
Due to subsidiaries 558,850 793,107 536,451 1,888,408<br />
Due to associated companies 1,117,161 0 0 1,117,161<br />
Due to parent companies 0 0 0 0<br />
Taxes payable 2,604,120 0 0 2,604,120<br />
Social security payables 806,739 0 0 806,739<br />
Other payables 1,806,258 0 0 1,806,258<br />
Total 68,902,294 1,167,387 3,253,016 73,322,697<br />
PAYABLES - MATURITY ANALYSIS<br />
Within one year After one year<br />
and within 5 years<br />
There were no amounts posted in year-end accounts for loans received from shareholders.<br />
After 5 years Total<br />
31.12.2004<br />
Bonds 0 0 0 0<br />
Convertible Bonds 0 0 0 0<br />
Payable to Shareholders for fi nancing 0 0 0 0<br />
Due to banks 13,982,096 29,772,865 0 43,754,961<br />
Due to others fi nanciers 0 793,171 793,171<br />
Advances 0 0 0 0<br />
Trade payables 20,551,879 0 0 20,551,879<br />
Notes payables 0 0 0 0<br />
Due to subsidiaries 1,888,408 0 0 1,888,408<br />
Due to associated companies 1,117,161 0 0 1,117,161<br />
Due to parent companies 0 0 0 0<br />
Taxes payable 2,604,120 0 0 2,604,120<br />
Social security payables 806,739 0 0 806,739<br />
Other payables 1,806,258 0 0 1,806,258<br />
Total 42,756,661 29,772,865 793,171 73,322,697<br />
Trade payables, booked net of commercial discounts, returned goods or credits, decreased by some € 1,868k over<br />
FY 2004 year-end.<br />
Amounts payable to subsidiaries consisted of:<br />
• Some € 295k for commercial accounts payable to Cébé S.A.;<br />
• Some € 263k, once again for commercial payables, owned to <strong>Marcolin</strong> U.S.A. Inc.;<br />
• Some € 559k of amounts payable to <strong>Marcolin</strong> & Co. S.p.A., relating to a loan falling due on 31.12.2004<br />
(tacitly renewed for the whole of 2005) with a 4% interest rate;<br />
• Some € 425k payable to the German affi liate;<br />
• Some € 72k payable to <strong>Marcolin</strong> France;<br />
• Some € 274k of amounts payable to <strong>Marcolin</strong> Asia for services performed by the subsidiary.
<strong>Marcolin</strong> S.p.A.<br />
Amounts payable to associated companies related exclusively to Finitec Srl and were of a commercial nature.<br />
The amount payable to banks, totalling approximately € 43,755k, consisted entirely of loan debt.<br />
Going into greater detail, the structure of medium- and long-term debt as at December 31st 2004 was as indicated<br />
in the following table:<br />
BANK Currency Starting<br />
Amount<br />
Mediocredito<br />
del FVG S.p.A.<br />
Residual<br />
Amount<br />
USD 5,000,000 2,000,000 27.06.2006<br />
Expiration Interest Rate Note<br />
Efi banca S.p.A.* EUR 7,230,000 3,760,000 15.09.2006 5.05%<br />
Interbanca S.p.A. EUR 7,000,000 3,500,000 5.01.2007<br />
Unicredit Banca S.p.A. EUR 8,000,000 3,590,000 31.01.2007 5.31%<br />
Unicredit Banca S.p.A. EUR 2,000,000 1,050,000 31.03.2007<br />
San Paolo IMI S.p.A. * EUR 7,000,000 5,440,000 29.05.2008<br />
Ministero Attività<br />
Produttive<br />
Efi banca S.p.A.<br />
Unicredit Banca S.p.A.*<br />
Ministero delle attività<br />
produttive (Innovazione<br />
Tecnologica)<br />
EUR<br />
EUR<br />
EUR<br />
2,000,000<br />
granted<br />
1,939,081<br />
(CREDIT<br />
LINE)<br />
20,000,000<br />
1,652,000<br />
granted<br />
793,000<br />
1,550,000 17.12.2008 1.71%<br />
17,000,000 11.12.2006<br />
793,000 1.012%<br />
Libor 6 months<br />
+ spreed 0.8%<br />
Euribor 6<br />
months +1.10%<br />
Euribor 3<br />
months +0.8%<br />
Euribor 6<br />
months +0.8%<br />
Euribor 3<br />
months +1.5%<br />
10 deferred instalments<br />
(Capital Share 500,000 USD),<br />
falling due on January 10 and<br />
July 10. Loan instalments and rate<br />
subject to coverage operations<br />
Refund with half-year<br />
instalments, from March 15, 2003,<br />
fi nancing on BEI funds<br />
10 half-year instalments<br />
(capital share 700,000 euro)<br />
from July 5,2002.<br />
60 deferred monthly instalments<br />
(capital share 152,108.7 euro).<br />
10 deferred half-year instalments<br />
(capital share 223,819.59 euro)<br />
from September 30, 2002.<br />
Expedited on May 29, 2003.<br />
Refundable in 9 half-year<br />
instalments (capital<br />
share 777,778 euro)<br />
from May 20, 2004.<br />
Subsidized loan in accordance<br />
with the Law no. 394 of July 29,<br />
1981, refundable in 10 half-year<br />
instalments from 06.17.2004 with<br />
a pre-amortization instalments<br />
“stand by” Credit Line<br />
“revolving” type, dated<br />
December 11, 2003. Pool-loan.<br />
Subsidized loan in accordance<br />
with the Law no. 46, 1982,<br />
refundable in 10 year instalments.<br />
* These loans envisage contractual covenants calculated on the main business and fi nancial indicators of consolidated year-end fi nancial <strong>statements</strong>.<br />
The item “Other payables” mainly consisted of amounts owing to employees for year-end salaries, holidays not<br />
taken, and bonuses for a total of some € 1,725k.<br />
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Statutory Annual Report & Accounts<br />
TAXES PAYABLE<br />
Descrizione 31.12.2004 31.12.2003<br />
IRES current year (IRPEG for 2003) 2,481,649 0<br />
IRAP current year 1,271,979 0<br />
Employees’ fi scal-tax withheld 510,819 0<br />
V.A.T. 744,731 0<br />
Independents’ fi scal-tax withheld 40,920 0<br />
Others’ fi scal-tax withheld 1,503 0<br />
Tax credit for tax withheld on royalties paid (552,123) 0<br />
Tax credit for tax withheld on interest paid (5,259) 0<br />
Advance IRAP (1,139,791) 0<br />
Advance CFC (18,739) 0<br />
Advance IRPEG (731,569) 0<br />
Total 2,604,120 0<br />
E) Accrued liabilities and deferred charges<br />
These are the year’s adjustment accounts posted according to the principle of temporal applicability<br />
(accrual accounting).<br />
The breakdown of the item was as detailed below.<br />
Description<br />
Accrued liabilities for interest expense refer to the year’s portion of interest payable to banks for loans granted and<br />
to the effect of interest-rate hedges.<br />
Other liabilities include some € 33k relating to settlement of insurance premiums.<br />
Deferred income was totally ascribable to hedging translations for some of the loans in place.<br />
Memorandum accounts<br />
31.12.2004 31.12.2003<br />
Accrued Liabilities:<br />
- Rental expense 0 0<br />
- Interest expenses 528,475 373,326<br />
- Royalties 0 0<br />
- Other 34,950 74,829<br />
Total<br />
Deferred Charges:<br />
563,425 448,155<br />
- Other 52,993 85,473<br />
Total 52,993 85,473<br />
Total Accrued liabilities and deferred charges 616,418 533,628<br />
COMMITMENTS AND GUARANTEES PROVIDED<br />
31.12.2004 31.12.2003<br />
Risks assumed<br />
- Guarantees toward third parties 2,032,914 1,633,530<br />
- Guarantees provided for subsidiaries 2,976,000 3,731,754<br />
- Other guaranteees toward other companies 2,301,639 4,057,986<br />
Company goods in third parties hands 0 0<br />
Commitments taken from the Company 333,084 1,709,984<br />
Total 7,643,637 11,133,254
<strong>Marcolin</strong> S.p.A.<br />
Sureties and guarantees given to subsidiaries amounting to some € 5,278k mainly referred to Cébé and<br />
<strong>Marcolin</strong> U.S.A. Inc. Of sureties given to third parties some € 1,731k referred to the surety given to the bank issuing<br />
a low-rate loan under Italian Law 394. The company’s commitments concerned leasing companies (about € 333k).<br />
Other information<br />
We specify that, as at December 31st 2004, the group parent company <strong>Marcolin</strong> S.p.A., besides the transactions<br />
already shown in accounts via marked-to-market valuation, had the following transactions in place:<br />
• A forex Ko Ki forward contract for a total of USD 2 mn hedging the remaining instalments of repayment<br />
of the loan granted by Mediocredito del Friuli Venezia Giulia S.p.A., which at year-end amounted to<br />
some USD 2 mn.<br />
• An IRS contract, with the underlying liability consisting of the loan of € 7 mn stipulated with<br />
San Paolo IMI S.p.A. in May 2003 for a nominal amount of € 7 mn for conversion of the fl oating rate to a<br />
fi xed rate upon materialisation of given conditions, with pre-defi ned cap and fl oor limits (as at year-end<br />
the market value was negative for <strong>Marcolin</strong> by some € 5k).<br />
The contracts were stipulated in order to reduce the underlying loans’ costs and to protect the company against<br />
any future increases in rates and should therefore be considered to be non-speculative in nature.<br />
INCOME STATEMENT<br />
A) Production value<br />
Description<br />
Revenues from sales and services totalled some € 98,371k as at December 31st 2004, with an increase of<br />
approximately 14.66% vs. December 31st 2003.<br />
The breakdown of sales of products and services was as follows:<br />
31.12.2004 31.12.2003<br />
Sales of goods and services 98,371,342 85,793,850<br />
Changes in work in progress & fi nished goods -731,733 2,534,971<br />
Increase in internal construction capitalized 734,039 368,000<br />
Other revenues 1,321,523 1,020,356<br />
Total 99,695,172 89,717,176<br />
Description<br />
31.12.2004 31.12.2003<br />
Products 97,371,842 84,556,568<br />
Advertising Material 999,500 1,237,282<br />
Total 98,371,342 85,793,850<br />
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Statutory Annual Report & Accounts<br />
The breakdown by geographical area of product sales - which relate to just one business category - was as follows:<br />
AREA 31.12.2004 31.12.2003 Difference<br />
(Euro/thousand) Turnover % on total Turnover % on total Difference %<br />
Geographical area<br />
- Italy 40,451,185 41.12 32,803,661 38.24 23.31<br />
- Europe 37,541,844 38.16 35,379,755 41.24 6.11<br />
- U.S.A. 5,652,535 5.75 5,541,872 6.46 2.00<br />
- Rest of the world 14,725,779 14.97 12,068,563 14.07 22.02<br />
Total 98,371,342 100.00 85,793,850 100.00 14.66<br />
Italian revenues accounted for 41.12% of sales achieved - substantially in line with the previous year’s fi gure<br />
(38.23%), whilst international sales accounted for 58.87% (vs. 61.76% as at December 31st 2003). Compared with<br />
the previous FY there was an increase in sales in Italy (about +23.3% YoY) and to foreign affi liates (about +2.46%).<br />
As regards the increase in sales to affi liates, we highlight the increase achieved in sales to the Spanish and French<br />
affi liates - as better described in the report on operating performance.<br />
Leading contributors to good sales performance were the lines relating to the licenses with Dolce & Gabbana and<br />
Roberto Cavalli.<br />
The item “Other revenues” included charge-backs of some € 853k for freight costs mainly relating to subsidiaries.<br />
Below we show revenues coming from subsidiary and associated companies:<br />
Company Revenues from sales<br />
and services<br />
Other Income<br />
<strong>Financial</strong> income from<br />
fi nancial receivables<br />
<strong>Marcolin</strong> Asia Ltd. 27,476 1,313 0<br />
<strong>Marcolin</strong> & Co. S.p.A. 0 6,968 0<br />
<strong>Marcolin</strong> (Germania) GmbH 3,407,892 91,840 0<br />
<strong>Marcolin</strong> GmbH (Svizzera) 1,228,755 9,077 19,266<br />
<strong>Marcolin</strong> France S.a.r.l. 3,775,707 41,116 0<br />
<strong>Marcolin</strong> Iberica S.A. 7,322,265 84,244 0<br />
<strong>Marcolin</strong> Benelux S.p.r.l. 1,422,521 34,799 0<br />
<strong>Marcolin</strong> Portogallo 1,524,997 12,602 0<br />
<strong>Marcolin</strong> (U.K.) Ltd. 4,896,128 28,278 0<br />
<strong>Marcolin</strong> U.S.A. Inc. 5,558,605 153,292 0<br />
<strong>Marcolin</strong> Intern. B.V. 0 0 130,018<br />
Cébé S.A. 811,825 158,199 142,777<br />
<strong>Marcolin</strong> do Brasil Ltda. 1,045,766 65,149 0<br />
<strong>Group</strong> total 31,021,937 686,878 292,062 32,000,876<br />
Revenues from associated<br />
companies (Finitec S.r.l.) 0 0 0 0<br />
Total 31,021,937 686,878 292,062 32,000,876<br />
Total
B) Production costs<br />
Costs for raw & ancillary materials, consumables, and goods<br />
Description<br />
<strong>Marcolin</strong> S.p.A.<br />
There was an increase of some € 4,383k in costs for the purchase of raw and ancillary materials, goods and<br />
fi nished products.<br />
We point out that during FY 2004 we reclassifi ed some costs concerning the purchase of components - previously<br />
included among costs for outsourced processing (Item B7 - service costs - in year-end fi nancial <strong>statements</strong>) - in<br />
order to represent the costs borne for this cost item better.<br />
Applying the same accounting policy as that adopted during 2004, costs of raw and ancillary materials and of<br />
fi nished products as at December 31st 2003 would have totalled some € 33,002k. Consequently, the real increase<br />
vs. FY2003 was approximately € 946k (+2.9%). This increase, less than proportional to the increase achieved<br />
in sales, is explained by optimisation of management of procurement of raw materials and of other production<br />
input items.<br />
Service costs<br />
31.12.2004 31.12.2003<br />
Raw materials 16,552,203 16,280,832<br />
Ancillary materials 819,865 867,720<br />
Packing 1,847,663 2,536,394<br />
Finished products 14,728,460 9,879,811<br />
Total 33,948,191 29,564,757<br />
Description<br />
31.12.2004 31.12.2003<br />
Maintenance expenses 210,562 153,242<br />
Subcontracting costs 4,168,269 7,284,980<br />
Galvanizing treatments costs 2,037,171 2,133,504<br />
Other ind. Costs 230,894 213,379<br />
Cars (rent & maintenance) 398,105 369,640<br />
Commission expences 5,611,818 4,550,572<br />
Travel & other commercial costs 5,678,948 5,333,395<br />
Energy & telephone 447,082 470,251<br />
Insurance 185,798 167,221<br />
Technical, legal, tax and administrative consulting costs 1,747,608 1,531,957<br />
Advertising royalties 3,191,127 2,836,836<br />
Others 2,393,198 2,337,802<br />
Total 26,300,580 27,382,778<br />
The decrease in outsourced production costs - about € 3,117k - was partly due to reclassifi cation of some costs<br />
relating to purchase of raw materials and fi nished goods that in 2003 had been included in outsourced production<br />
costs, as highlighted earlier.<br />
The increase (of some € 1,061k) in commission expenses and joint participation in advertising expenses paid to<br />
licensors (€ 355k) was directly correlated with sales growth achieved.<br />
111
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Statutory Annual Report & Accounts<br />
The increase of about € 346k in the amount of the item “Expenses for travel, commercial advisory services, others”<br />
was mainly explained by the higher costs borne for attendance of sector trade shows (about € 326k) and by the<br />
increase in sales freight costs (about € 240k).<br />
Other service costs included remuneration for directors and statutory auditors, respectively amounting to some<br />
€ 1,346k (vs. some € 1,182k as at December 31st 2003) and € 81k (vs. some € 83k as at December 31st 2003).<br />
Rental, leasing, and royalty costs<br />
The item included royalties of some € 7,022k for license contracts and costs for fi nancial leasing and rental<br />
contracts of some € 645k.<br />
Payroll costs<br />
The item includes the entire expense for employees, for holidays not taken, for bonuses and for provisioning<br />
required by law, as well as by the obligations established in national collective and supplementary company<br />
collective labour contracts.<br />
Average company employee headcount by category underwent the following changes vs. FY2003:<br />
EMPLOYEES<br />
The national collective labour contract applied is that of the eyewear sector. The contract was renewed on 27.05.2004,<br />
taking effect as from 01.01.2004 and expires on 31.12.2005 as regards the monetary part and on 31.12.2007 as<br />
regards the regulatory part.<br />
Depreciation of tangible fi xed assets<br />
Depreciation for the year, charged to the profi t & loss account, has been determined taking into account residual<br />
possibility of use and, in particular, of the various assets’ purpose and business/technical duration.<br />
Accruals for risks and contingencies<br />
The amount indicated mainly related to provisioning for: returned goods and product warranties (about € 400k),<br />
agent indemnities in the eventuality of termination by the company of the agency mandate (about € 175k), and for<br />
legal risks (€ 142k).<br />
Other operating charges<br />
31.12.2004 31.12.2003 Difference<br />
Managers 9 8 1<br />
First line managers 15 15 -<br />
White-collars 124 117 7<br />
Blue-collars 327 342 -15<br />
Other 26 25 1<br />
Total 501 507 -6<br />
These mainly related to dues paid to trade associations (about € 85k), taxes and levies other than income tax (€ 44k),<br />
and to gifts in the form of the company’s products (€ 66k).
C) <strong>Financial</strong> income and charges<br />
<strong>Marcolin</strong> S.p.A.<br />
The net balance of fi nancial income and charges as at December 31st 2004 was negative by some € -829k vs. net<br />
charges of some € -3,066k as at December 31st 2003.<br />
<strong>Financial</strong> income from equity investments amounted to some € 931k and related to collection of dividends<br />
distributed by <strong>Marcolin</strong> U.K. Ltd.<br />
Other fi nancial income from subsidiaries amounted to € 292k and was substantially in line with that of FY2003.<br />
This income related to interest accruing on loans granted to the subsidiaries <strong>Marcolin</strong> International B.V. and<br />
Cébé S.A., and to the Swiss affi liate.<br />
Other income other than the above included some € 540k for income relating to hedging transactions and some<br />
€ 19k for interest earned on bank deposits.<br />
Detail of fi nancial income<br />
Description Associated Subsidiaries Other Total<br />
Income from bonds - - -<br />
Income from marketable securities - - -<br />
Income from fi nancial receivables 292,062 292,062<br />
Income from subsidiaries - 930,629 930,629<br />
Other income 561,176 561,176<br />
Total - 1,222,691 561,176 1,783,867<br />
Total interest and other fi nancial charges (items 17 and 17/2 in the income statement) amounted to some € 2,613k<br />
vs. about € 4,119k as at December 31st 2003.<br />
Improvement was basically due to foreign-exchange differences, also thanks to some USD hedging transactions.<br />
The balance of the total item was in fact negative by about € -110k as at December 31st 2004 as opposed to a<br />
negative balance of some € -1,914k as at December 31st 2003.<br />
The following table summarises fi gures for interest and other fi nancial charges and the balance of foreign-exchange<br />
gains and losses:<br />
Description Associated Subsidiaries Other Total<br />
Loan interests 22,623 - 22,623<br />
Bank interest expenses 2,231,498 2,231,498<br />
Mortgage interests - -<br />
Other fi nancial costs 248,577 248,577<br />
Foreing exchange losses 110,036<br />
Total 22,623 2,480,075 2,612,734<br />
“Other fi nancial charges” mainly related to bank commission and expenses for an amount of some € 248k.<br />
Alignment of items in currencies other than the euro to the exchange rate in force on December 31st 2004 led to<br />
posting of a total charge of some € 638k.<br />
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Statutory Annual Report & Accounts<br />
Below we indicate all costs vis-à-vis subsidiary and associated companies:<br />
Company<br />
Cost of raw materials,<br />
auxiliary materials,<br />
spare parts and goods<br />
Costs for services<br />
D) Adjustments to value of fi nancial assets<br />
Cost for utilization<br />
of third parties’<br />
assets (leasing)<br />
Other<br />
operating<br />
charges<br />
<strong>Financial</strong><br />
income and<br />
charges<br />
Extraordinary<br />
income and<br />
expenses<br />
<strong>Marcolin</strong> Asia Ltd. 9,479 540,426 0 0 0 0 549,905<br />
<strong>Marcolin</strong> & Co. S.p.A. 0 0 0 0 22,623 0 22,623<br />
<strong>Marcolin</strong> (Germania) GmbH 417,402 0 0 0 0 0 417,402<br />
<strong>Marcolin</strong> (Svizzera) GmbH 251,382 0 0 0 0 0 251,382<br />
<strong>Marcolin</strong> France S.a.r.l. 2,705 0 0 0 0 0 2,705<br />
<strong>Marcolin</strong> Iberica S.A. 71,035 0 0 0 0 0 71,035<br />
<strong>Marcolin</strong> Benelux S.p.r.l. 0 0 0 0 0 0 0<br />
<strong>Marcolin</strong> Portogallo 15,346 0 0 0 0 0 15,346<br />
<strong>Marcolin</strong> (U.K.) Ltd. 66 0 0 0 0 0 66<br />
<strong>Marcolin</strong> U.S.A. Inc. 1,697,457 0 0 0 0 0 1,697,457<br />
<strong>Marcolin</strong> Intern. B.V. 0 0 0 0 0 0 0<br />
Cébé S.A. 1,470,498 100,318 0 0 0 0 1,570,816<br />
Total Subsidiaries 3,935,369 640,744 0 0 22,623 0,00 4,598,737<br />
Costs from associated<br />
(Finitec S.r.l.)<br />
1,687,676 1,687,676<br />
Total <strong>Group</strong> 3,935,369 2,328,421 0 0 22,623 0,00 6,286,413<br />
As already indicated in the comments on “<strong>Financial</strong> fi xed assets” the company wrote down the book value<br />
of some equity interests owned in subsidiaries by a total of € 6,700k due to impairment of value considered to<br />
be permanent.<br />
More specifi cally, write-down related to the following equity investments:<br />
• <strong>Marcolin</strong> Deutschland = € 702k;<br />
• <strong>Marcolin</strong> do Brasil = € 807k;<br />
• <strong>Marcolin</strong> France = € 241k;<br />
• <strong>Marcolin</strong> U.S.A. Inc. = € 4,950k.<br />
The company also wrote back a total of € 1,303k - within the limit of original cost - of value for some other equity<br />
investments in subsidiaries, previously written down due to permanent impairment of value, since the reasons<br />
inducing directors to reduce related cost value had ceased to exist; specifi cally:<br />
• <strong>Marcolin</strong> U.K. = € 792k;<br />
• <strong>Marcolin</strong> Iberica = € 511k.<br />
Total
E) Extraordinary income and expenses<br />
Description<br />
<strong>Marcolin</strong> S.p.A.<br />
Extraordinary income and charges includes the fi gures stemming from “decontamination” of accounts relating to<br />
accelerated depreciation provisioned in previous FYs solely for tax purposes. Posting of this “decontamination”,<br />
also based on the indications of the OIC 1 document (issued by the Italian Accounting Association - OIC), has<br />
been done using the P&L method. More specifi cally, the fi gures posted in year-end accounts are the following<br />
(in euro/thousand):<br />
• Extraordinary income from “decontamination” € 2,065<br />
• Deferred taxes relating to previous FYs € (721)<br />
• Net effect of “decontamination” € 1,344<br />
31.12.2004 31.12.2003<br />
Income from writeoffs of liabilities and expenses reversals 67,912 162,370<br />
Prior period income 153,635 98,286<br />
Other income 2,073,486 125,520<br />
TOTAL INCOME 2,295,032 386,176<br />
Prior year taxes -803,900 -485,755<br />
Other expenses -98,056 -217,981<br />
TOTAL EXPENSES -901,956 -703,736<br />
TOTAL EXTRAORDINARY INCOME AND EXPENSES 1,393,077 -317,560<br />
(Euro/thousand)<br />
Profi t (loss)<br />
for the 2004<br />
Profi t (loss)<br />
for the 2003<br />
Shareholders<br />
Equity 2003<br />
Results before the cleaning up<br />
Fiscal interferences gross if deferred taxes<br />
311 (4,152) 53,342<br />
Exceeding Depreciation 2,065 212 1,853<br />
Total Gross Interferences 2,065 212 1,853<br />
Deferred Taxes Associated (721) (74) (647)<br />
Total Interferences Net of Deferred Taxes 1,344 138 1,206<br />
Results after the cleaning up 1,654 (4,014) 54,548<br />
Other extraordinary income mainly consisted of (a) reimbursement of insurance claims (some € 91k), (b) reversal of<br />
accrued agent indemnity provision due to agent resignations (€ 18k), (c) establishment of non-existence of amounts<br />
payable to the Inland Revenue for corporate income tax and regional business tax for FY2003 (about € 50k),<br />
and (d) establishment of non-existence of debt posted in previous years concerning legal cases closed during<br />
FY2004 (€ 45k).<br />
Some € 83k of extraordinary charges related to establishment of non-existence of tax receivables for corporate<br />
income tax for FY2003 (some € 50k) and to establishment of non-existence of trade payables of some € 60k.<br />
115
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Statutory Annual Report & Accounts<br />
Income taxes in the year<br />
Current income taxes refers to provisioning of corporate income taxes and regional business taxes calculated on<br />
the year’s taxable income.<br />
The total taxes burden consisted of current taxes and of deferred taxes income and expenses, the detail of which is<br />
as follows:<br />
Description<br />
31.12.2004 31.12.2003<br />
Current taxes 3,753,628 1,983,388<br />
Deferred taxes 120,830<br />
Accrued taxes 786,408 (2,770,765)<br />
TOTAL INCOME TAXES 4,660,866 (787,377)<br />
As per the provisions of Italian accounting standard no. 25, in the attachments we provide a tax reconciliation table.<br />
Other information<br />
In compliance with Attachment 3C, Template 1 of CONSOB Regulation no. 11971 of 14/5/1999, below<br />
we list remuneration for directors, statutory auditors, and general managers posted on the basis of<br />
temporal applicability.
Remuneration paid to directors, statutory auditors and general managers<br />
Recipient Details of offi ce held Emoluments<br />
Surname and name Offi ce To From Fringe<br />
Benefi ts<br />
Coffen Giovanni<br />
<strong>Marcolin</strong><br />
Zandegiacomo<br />
Maria Giovanna<br />
Coffen <strong>Marcolin</strong> Maurizio<br />
Coffen <strong>Marcolin</strong> Cirillo<br />
Bortuzzo Antonio<br />
(*) emolument gross of social charges.<br />
<strong>Marcolin</strong> S.p.A.<br />
The present year-end report and fi nancial <strong>statements</strong>, consisting of the Balance Sheet, Income Statement, and<br />
Explanatory Notes, provide truthful and proper representation of statutory balance sheet and fi nancial status, as<br />
well as of the business result in the period concerned, and match accounting entries.<br />
Giovanni <strong>Marcolin</strong> Coffen<br />
Chairman of the Board of Directors<br />
Longarone, March 18th 2005<br />
Chairman of Board of Directors of <strong>Marcolin</strong> S.p.A.<br />
Managing Director of <strong>Marcolin</strong> & Co. S.p.A.<br />
29.04.2004 approval 2006 fi n. stats.<br />
234,000<br />
500<br />
Bonuses Other<br />
Managing Director of <strong>Marcolin</strong> S.p.A. 23.04.2001 29 april 2004 37,800 54,000<br />
Vice Chairman and Managing Director<br />
of <strong>Marcolin</strong> S.p.A.<br />
Managing Director of <strong>Marcolin</strong> S.p.A<br />
Vice Chairman and Managing<br />
Director of <strong>Marcolin</strong> & Co. S.p.A.<br />
Managing Director of <strong>Marcolin</strong> S.p.A.<br />
General Director of <strong>Marcolin</strong> S.p.A.<br />
C.E.O. <strong>Marcolin</strong> U.S.A. Inc.<br />
29.04.2004 approval 2006 fi n. stats. 334,000 50,000<br />
29.04.2004 approval 2006 fi n. stats.<br />
29.04.2004<br />
28.10.2002<br />
01.09.2003<br />
approval 2006 fi n. stats.<br />
approval 2006 fi n. stats.<br />
334,000<br />
500<br />
94,383<br />
USD 104,978<br />
Drago Giorgio Director of <strong>Marcolin</strong> S.p.A. 29.04.2004 approval 2006 fi n. stats. 10,500<br />
Dallocchio Maurizio Director of <strong>Marcolin</strong> S.p.A. 29.04.2001 approval 2006 fi n. stats. 15,750<br />
Alemagna Emanuele Director of <strong>Marcolin</strong> S.p.A. 23.04.2001 approval 2006 fi n. stats. 10,450<br />
Ruella Cristiana Director of <strong>Marcolin</strong> S.p.A. 23.04.2001 29 april 2004 -<br />
Petocchi Enrico Director of <strong>Marcolin</strong> S.p.A. 29.04.2004 approval 2006 fi n. stats. 3,500<br />
50,000<br />
150,000 161,934*<br />
Bartoletti Sandro Director of <strong>Marcolin</strong> S.p.A. 29.04.2004 approval 2006 fi n. stats. 20,000 88,642*<br />
Zulli Claudio Agostino<br />
Rivetti Diego<br />
D’Ambrosi<br />
Galeazzo Osvaldo<br />
Funes Rino<br />
Chairman of the Board of Statutory Auditors<br />
of <strong>Marcolin</strong> S.p.A. up to 29.04.2004<br />
Chairman of the Board of Statutory Auditors<br />
of <strong>Marcolin</strong> S.p.A. from 29.04.2004<br />
Auditor <strong>Marcolin</strong> S.p.A.<br />
Chairman of the Board of Statutory Auditors<br />
of <strong>Marcolin</strong> & Co. S.p.A.<br />
Auditor <strong>Marcolin</strong> S.p.A.<br />
Auditor <strong>Marcolin</strong> & Co. S.p.A.<br />
23.04.2001 29 april 2004 27,393<br />
29.04.2004 approval 2006 fi n. stats. 6.759<br />
29.04.2004 approval 2006 fi n. stats.<br />
29.04.2004 approval 2006 fi n. stats.<br />
Grazioli Emilio Alternate Auditor <strong>Marcolin</strong> S.p.A. 23.04.2001 approval 2003 fi n. stats. -<br />
Guazzotti Giannantonio<br />
Alternate Auditor <strong>Marcolin</strong> S.p.A.<br />
Auditor <strong>Marcolin</strong> & Co. S.p.A.<br />
23.04.2001 approval 2003 fi n. stats.<br />
22.773<br />
2.371<br />
22.773<br />
889<br />
-<br />
889<br />
117
118<br />
Statutory Annual Report & Accounts<br />
ATTACHMENTS
MOVEMENTS OF INTANGIBLE ASSETS<br />
Total<br />
Other<br />
intangible assets<br />
Assets under<br />
construction<br />
and advances<br />
Goodwill<br />
Concessions<br />
licenses and<br />
trademarks<br />
Industrial<br />
and other<br />
patent rights<br />
Research<br />
Development costs<br />
and advertising costs<br />
Start-up and<br />
expansion<br />
costs<br />
Initial situation<br />
Historical cost 190 19,041 154,625 70,535 17,414 609,718 1,133,944 2,005,466<br />
Revaluation on prior years 0 0 0 0 0 0 0 0<br />
Write-downs on prior years 0 (19,039) 0 0 0 0 0 (19,039)<br />
Restoration of values in prior periods 0 0 0 0 0 0 0<br />
Exits from consolidation area 0 0 0 0 0 0 0 0<br />
Total at the fi scal year beginning 190 2 154,625 70,535 17,414 609,718 1,133,944 1,986,427<br />
Changes<br />
Reclassifi cations 0 0 0 0 0 0 0 0<br />
Acquisitions 0 0 36,167 300,000 0 1,399,220 224,208 1,959,595<br />
Disposals 0 0 0 0 0 0 0 0<br />
Revaluations 0 0 0 0 0 0 0 0<br />
Write-downs 0 0 0 0 0 0 0 0<br />
Amortization (188) 0 (124,726) (95,555) (2,488) 0 (300,408) (523,365)<br />
Restoration of values (1) (2) 0 0 0 0 0 (4)<br />
Translation differences 0 0 0 0 0 0 0<br />
Total changes (190) 0 (88,559) 204,445 (2,488) 1,399,220 (76,201) 1,436,228<br />
Final situation<br />
Historical cost 0 2 66,066 274,980 14,926 2,008,938 1,057,743 3,422,656<br />
Revaluations 0 0 0 0 0 0 0 0<br />
Write-downs 0 0 0 0 0 0 0<br />
Restoration of values (1) (2) 0 0 0 0 0 (4)<br />
Total year-end 0 0 66,066 274,980 14,926 2,008,938 1,057,743 3,422,653<br />
<strong>Marcolin</strong> S.p.A.<br />
119
120<br />
Statutory Annual Report & Accounts<br />
MOVEMENTS OF TANGIBLE ASSETS<br />
Total<br />
Construction in<br />
progress and advances<br />
Other<br />
tangible assets<br />
Industrial<br />
and commercial<br />
equipment<br />
Plant<br />
and Machinery<br />
Land<br />
and buildings<br />
Initial situation<br />
Historical cost 3,119,243 8,213,155 7,321,211 4,176,009 16,467 22,846,085<br />
Reveluation on prior years 26,301 22,093 0 0 48,394<br />
Restoration of value in prior periods 0 19 0 (24,095) (24,076)<br />
Write-downs on prior years 0 0 0 0 0<br />
Depreciation on prior year (1,124,052) (7,430,783) (6,752,220) (3,295,446) (18,602,502)<br />
Exits from consolidation area 0<br />
Total at the fi scal year beginning 2,021,491 804,484 568,991 856,468 16,467 4,267,901<br />
Changes<br />
Reclassifi cations 0 0<br />
Acquisitions 0 147,018 972,236 422,583 29,517 1,571,353<br />
Disposals 0 (398) 0 0 (45,983) (46,381)<br />
Revaluations 0 0 0 0 0 0<br />
Write-downs 0 0 0 0 0 0<br />
Translation differences 0 0 (1) 0 0 (1)<br />
Depreciation (91,470) (515,657) (819,618) (535,504) 0 (1,962,249)<br />
Translation differences 0<br />
Total changes (91,470) (369,037) 152,616 (112,920) (16,467) (437,278)<br />
Final situation<br />
Historical cost 3,119,243 8,359,775 8,293,447 4,598,592 0 24,371,057<br />
Revaluations 26,301 22,093 0 0 0 48,394<br />
Write-downs 0 19 0 (24,095) 0 (24,076)<br />
Restoration of value 0 0 (1) 0 0 (1)<br />
Cleaning up 65,311 937,555 435,509 627,169 2,065,544<br />
Depreciation (1,215,523) (7,946,440) (7,571,838) (3,830,950) 0 (20,564,751)<br />
Total year-end 1,995,332 1,373,003 1,157,116 1,370,717 0 5,896,167
MOVEMENTS IN NET SHAREHOLDERS EQUITY<br />
Total<br />
Profi t (losses)<br />
for the period<br />
Profi t (losses)<br />
carried<br />
forward<br />
Other<br />
reserve<br />
Reserve<br />
for treasury<br />
stock<br />
Statutory<br />
reserve<br />
Legal<br />
reserve<br />
Revaluation<br />
reserve<br />
Movements Share capital Share<br />
premium<br />
reserve<br />
Beginning Balance 23,596,560 21,950,034 1,566,650 717,751 10,652,860 1,070,403 59,554,258<br />
Profi t for the period destination 0<br />
- dividend allocation (euro ___ per share) (278,086) (1,016,882) (1,294,969)<br />
- other destinations 53,520 42,245 (42,245) (53,520) 0<br />
Other changes: 0<br />
………………………………… 0<br />
………………………………… 0<br />
Profi t (losses) from the previous year (6,147,956) (6,147,956)<br />
Ending Balance 23,596,560 21,950,034 0 1,620,170 0 759,996 0 10,332,528 (6,147,956) 52,111,333<br />
Profi t for the period destination 0<br />
- dividend allocation (euro ___ per share) 0<br />
- other destinations (6,147,956) 6,147,956 0<br />
Other changes: 0<br />
………………………………… 186,593 (186,593) 0<br />
………………………………… 0<br />
Profi t (losses for the period) 1,654,453 1,654,453<br />
Ending Balance Values 23,596,560 21,950,034 0 1,620,170 0 946,589 0 3,997,980 1,654,453 53,765,787<br />
<strong>Marcolin</strong> S.p.A.<br />
121
122<br />
Statutory Annual Report & Accounts<br />
DIRECT EQUITY INTEREST<br />
Participation<br />
Value<br />
31.12.2004<br />
Depreciation Revaluation<br />
% ownership Participation<br />
Value<br />
Net Equity Result of the<br />
period<br />
Headquarters Currency Capital<br />
Stock<br />
Company<br />
31.12.2003<br />
<strong>Marcolin</strong> & Co. S.p.A. Longarone EUR 593,130.00 616,474.36 -2,898.79 99.96% 610,036 610,036<br />
<strong>Marcolin</strong> France S.a.r.l. Morez EUR 577,744.58 90,883.88 -167,195.35 99.99% 331,956 -241,000 90,956<br />
<strong>Marcolin</strong> (Deutschland) GmbH Ludwigsburg EUR 300,000.00 365,060.59 -452,912.99 100.00% 1,067,144 -702,000 365,144<br />
<strong>Marcolin</strong> (U.K.) Ltd. Newbury EUR 1,205,588.26 3,123,643.86 280,651.89 99.88% 236,800 791,871 1,028,671<br />
<strong>Marcolin</strong> Iberica S.A. Barcelona EUR 487,480.92 2,995,092.78 485,884.68 100.00% 315,185 510,775 825,960<br />
<strong>Marcolin</strong> GmbH (Svizzera) Fullinsdorf (CH) EUR 129,626.03 903,963.27 -68,695.44 100.00% 424,259 424,259<br />
<strong>Marcolin</strong> Portugal Lda. S. Joao do Estoril EUR 420,000.00 1,115,827.02 46,222.16 99.82% 413,758 413,758<br />
<strong>Marcolin</strong> Benelux S.p.r.l. Faimes EUR 240,000.00 293,571.12 -135,504.36 99.98% 95,300 95,300<br />
<strong>Marcolin</strong> U.S.A. Inc. New York EUR 393,877.10 11,603,823.78 -2,105,752.15 85.40% 23,106,991 -4,950,000 18,156,991<br />
<strong>Marcolin</strong> Intern. B.V. Amsterdam EUR 18,151.21 2,969,700.09 -1,882,305.03 100.00% 924,675 924,675<br />
<strong>Marcolin</strong> do Brasil Ltda. Jundiai EUR 683,134.49 348,959.09 -84,122.28 99.90% 1,156,269 -807,000 349,269<br />
Participation<br />
Value<br />
31.12.2004<br />
Participation<br />
Value<br />
31.12.2003<br />
% ownership<br />
Net Equity Result of the<br />
period<br />
Company Headquarters Currency Capital<br />
Stock<br />
Finitec S.r.l. Longarone EUR 54,080.00 1,340,995.67 58,579.45 40.00% 258,228 258,228.45<br />
INDIRECT EQUITY INTEREST<br />
Company Headquarters Currency Capital Stock % ownership<br />
<strong>Marcolin</strong> Asia Ltd. Hong Kong USD 198,863.00 100.00%<br />
<strong>Marcolin</strong> U.S.A. Inc. New York EUR 393,877.10 14.60%<br />
Cébé S.A. Morez EUR 3,004,918.00 100.00%<br />
Cébé Sport S.A. Nyon CHF 300,000.00 99.00%<br />
Cébé Scandinavia A.B. Avesta SEK 100,000.00 100.00%<br />
Cébé Japan Ltd. Tokyo JPY 3,000,000.00 100.00%
FINANCIAL METHOD LEASING - Shareholders’ equity and Income statement effects<br />
<strong>Marcolin</strong> S.p.A.<br />
Balance Sheet (Euro/thousand)<br />
a) Active Contracts<br />
euro<br />
<strong>Financial</strong> leased goods at the end of previous year, net of previous years depreciation<br />
(euro 564) 1,073<br />
<strong>Financial</strong> leased goods during the year 0<br />
<strong>Financial</strong> leased goods redeemed during the year 0<br />
Year depreciation amount<br />
b) Redeemed goods<br />
-106<br />
967<br />
Redeemed goods value surplus according with the fi nancial method against<br />
the net accounting value at the end of the period 0<br />
c) Liabilities<br />
Implicit debts for fi nancial leasing operations at the end of previous year<br />
(of which expiring the following year EUR 141, expiring from 1 to 5 years<br />
327 and EUR 0 expiring over 5 years) 469<br />
Implicit debts arised during the year 0<br />
Decrease for capital redemption and reimbursment during the year -141<br />
Implicit debts for fi nancial leasing operations at the end of the year<br />
(of which expiring the following year EUR 148, expiring from 1 to 5 years<br />
179 and EUR 0 expiring over 5 years) 327<br />
d) Overall gross effect at the end of the period (a+b+c) 639<br />
e) Fiscal Net Effect * -238<br />
f) Shareholders’ Equity effect at the end of the period (d - e) 401<br />
INCOME STATEMENT (Euro/thousand) euro<br />
Fee reversal on fi nancial leasing operations 160<br />
<strong>Financial</strong> charges accounted on fi nancial leasing -18<br />
Accounting of<br />
- depreciation amounts:<br />
* on existing contracts -106<br />
* on redeemed goods 0<br />
- adjustment / value recovery on fi nancial leasing goods 0<br />
Effects on the result before taxes 35<br />
Fiscal effect evaluation * -13<br />
Leasing operations accounting effects on the profi t (losses) for the period<br />
with the fi nancial method 22<br />
* The fi scal effect has been evaluated with a tax rate of 37.25%<br />
123
124<br />
Statutory Annual Report & Accounts<br />
THEORETICAL VERSUS FINANCIAL STATEMENT FISCAL CHARGES RECONCILIATION<br />
IRES<br />
Profi t (loss) before taxes 6,315,319<br />
Theoretical Fiscal Charge 33% 2,084,055<br />
Temporary differences to be taxed in following years -236,596<br />
Differences to be deducted in following years 1,416,607<br />
Previous years temporary differences cancellation -5,854,496<br />
Permanent differences not to be cancelled in following years 5,801,499<br />
Losses of previous tax years<br />
Total differences 1,127,014<br />
Taxable income 7,442,333<br />
Current taxes on income 33% 2,455,970<br />
Taxes ex art. 167 TUIR (foreign subsidiaries - CFC)<br />
Notional profi t (loss) before taxes 115,317<br />
Notional fi scal charges (average tax rate) 33% 38,054<br />
Taxes payed abroad -12,376<br />
Current Taxes 25,679<br />
IRAP<br />
Differences between Value and Cost of Production (except B9 and B10c,d) 27,920,729<br />
Costs for apprentices, disabled and compulsory insurances -305,802<br />
Total 27,614,927<br />
Theoretical Fiscal Charge 4.25% 1,173,634<br />
Temporary differences to be taxed in following years -236,596<br />
Differences to be deducted in following years 430,884<br />
Previous years temporary differences cancellation -578,842<br />
Permanent differences not to be cancelled in following years 2,698,553<br />
Total differences 2,313,999<br />
Taxable income 29,928,925<br />
Current taxes 4.25% 1,271,979<br />
Total Current Year Taxes Valute 3,753,628
<strong>Marcolin</strong> S.p.A.<br />
125
126<br />
Statutory Annual Report & Accounts<br />
MARCOLIN S.p.A. STATEMENT OF CASH FLOWS
MARCOLIN S.p.A. STATEMENT OF CASH FLOWS<br />
<strong>Marcolin</strong> S.p.A.<br />
(Euro/thousand) 31.12.2004 31.12.2003<br />
Net <strong>Financial</strong> Position - Beginning balance (35,979) (29,092)<br />
ASSETS<br />
Profi t (losses) during the year 1,654 (6,148)<br />
Intangible assets amortization 523 1,108<br />
Tangible assets depreciation 1,962 2,057<br />
Provision for Staff Leaving Indemnities 873 858<br />
Provision for Contingencies and Commitments 1,632 184<br />
Other funds utilization (368) 105<br />
Devaluation (Revaluation) of investments 6,700 11,099<br />
(Gains) losses on disposals of fi xed assets (2,066) 0<br />
Total cash fl ow generated from operations 10,912 9,306<br />
(Increase) decrease in accounts receivable (8,491) (5,776)<br />
(Increase) decrease in other receivables 1,586 (3,363)<br />
(Increase) decrease in inventories 1,079 (3,543)<br />
(Increase) decrease in prepayments and accrued income 475 (42)<br />
(Decrease) increase in accounts payables (2,699) 3,971<br />
(Decrease) increase in other short-term debts and taxes 2,415 (1,263)<br />
Employees’ Leaving Indemnity paid (666) (288)<br />
Cash fl ow generated from working capital (6,302) (10,304)<br />
ACTIVITY FROM INVESTMENTS:<br />
Investments/disposals intangible fi xed assets (1,960) (1,897)<br />
Investments/ disposals tangible fi xed assets (1,525) (1,726)<br />
(Purchase) disposal of other investments and securities - revaluations (5,523) (972)<br />
Cash fl ow from (for) investment activities (9,007) (4,594)<br />
Equity increase 0 0<br />
Payment of dividends 0 (1,295)<br />
Change in reserves 0 0<br />
Change in third parties equity 0 0<br />
Total cash fl ow generated from equity movements 0 (1,295)<br />
Net <strong>Financial</strong> Position - Closing balance (40,375) (35,979)<br />
Detail of Cash and Cash equivalents - Closing balance 31.12.2004 31.12.2003<br />
Treasury Stock 947 760<br />
Cash on hand 3,226 7,219<br />
Current payables due to banks (13,982) (17,615)<br />
Medium/long-term payables due to banks (29,773) (25,767)<br />
Other fi nancing payables (793) (576)<br />
Total Net <strong>Financial</strong> Position (40,375) (35,979)<br />
127
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