ANNUAL REPORT 2004 - Luxottica Group

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In thousands of Euro Assets purchased Cash and cash equivalents Inventories Property, plant and equipment Prepaid expenses and other current assets Accounts receivable Trade name (useful life of 25 years, no residual value) Other assets including deferred tax assets Liabilities assumed Accounts payable and accrued expenses Other current liabilities Deferred tax liabilities Long-term debt Bank overdraft Fair value of net assets Goodwill Total purchase price B) OPSM GROUP In May 2003, Luxottica Group formed an indirect wholly-owned subsidiary in Australia, Luxottica South Pacific Pty Limited, for the purpose of making a cash offer for all outstanding shares, options and performance rights of OPSM Group Limited (“OPSM”), a publicly traded company on the Australian Stock Exchange. The cash offer commenced on June 16, 2003, received acceptances which increased Luxottica’s relevant interest in OPSM shares to 50.68% on August 8, 2003, and was completed on September 3, 2003. At the close of the offer, Luxottica South Pacific held 82.57% of OPSM’s ordinary shares. As a consequence of the acquisition, all options and performance rights were cancelled. As a result of Luxottica South Pacific Pty Limited acquiring the majority of OPSM’s shares on August 8, 2003, OPSM’s financial position and results of operations are reported in the consolidated financial statements since August 1, 2003. Results of operations for the seven day period ended August 7, 2003 were immaterial. The acquisition was accounted for in accordance with SFAS 141, and accordingly, the purchase price of Euro 253.7 million or A$ 442.7 million (including NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 17,023 90,034 113,212 14,717 2,161 340,858 34,657 (101,020) (52,200) (135,340) (128,691) (104,155) 91,256 466,790 558,046 approximately A$ 7.2 million of direct acquisitionrelated expenses) was allocated to the assets acquired and liabilities assumed based on their fair value at the date of the acquisition. The Company uses many different valuation techniques to determine the fair value of the net assets acquired including but not limited to discounted cash flow and present value projections. Intangible assets are recognized separate from goodwill if they arise from contractual or other legal rights or if they do not meet the definition of separable as noted in SFAS 141. The valuation of OPSM’s acquired assets and assumed liabilities was completed in June 2004 without significant changes to the preliminary valuation. The excess of purchase price over the net assets acquired (“goodwill”) has been recorded in the accompanying consolidated balance sheet. The acquisition of OPSM was made as a result of the Company’s strategy to expand its retail business in Asia Pacific area. The purchase price (including direct acquisitionrelated expenses) has been allocated based upon the valuation of the Company’s acquired assets and liabilities, assumed as follows (reported at the exchange rate on the date of acquisition): 113
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands of Euro Assets purchased Cash and cash equivalents Inventories Property, plant and equipment Prepaid expenses and other current assets Accounts receivable Trade name (useful life of 25 years, no residual value) Other assets including deferred tax assets Liabilities assumed Accounts payable and accrued expenses Other current liabilities Deferred tax liabilities Minority interests Bank overdraft Fair value of net assets Goodwill Total purchase price The following unaudited pro forma information for the years ended December 31, 2002 and 2003, summarizes the results of operations as if the acquisition of OPSM had been completed on January In thousands of Euro, except per share data (Unaudited) Net sales Income from operations Net income No. of shares (thousands) - Basic No. of shares (thousands) - Diluted Earnings per share (Euro) - Basic Earnings per share (Euro) - Diluted 114 1, 2002 and includes certain pro forma adjustments such as additional amortization of the trade name recorded at the acquisition date. 2002 3,449,810 615,764 372,987 453,174 455,353 0.82 0.82 5,990 23,623 49,781 7,433 1,064 141,195 12,616 (34,831) (11,426) (42,359) (11,246) (42,914) 98,926 154,750 253,676 2003 3,018,670 439,676 266,188 448,664 450,202 0.59 0.59
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ANNUAL REPORT 2004 PROFILE OF LUXOT
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PROFILE OF LUXOTTICA GROUP QUARTERL
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LUXOTTICA GROUP IN 2004 to have dir
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LUXOTTICA GROUP IN 2004 Luxottica G
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ANNUAL REPORT 2004
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DISTRIBUTION As for the performance
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DISTRIBUTION focused on the relatio
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DISTRIBUTION capacity, a direct pre
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ANNUAL REPORT 2004
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CHANGE YOUR VIEW
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www.vogue-eyewear.com
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Making its debut in 1926, Persol wa
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Launched in California in 1992, Arn
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The Sferoflex brand was acquired by
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DISTRIBUTION LICENSE BRANDS 39
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The Byblos brand has been licensed
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The Miu Miu brand was created in 19
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Sergio Tacchini, ever synonymous wi
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ANNUAL REPORT 2004
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DISTRIBUTION Today, Luxottica Group
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VERTICAL INTEGRATION Over the decad
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Over the years, Luxottica Group has
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WHOLESALE BRAND PORTFOLIO Luxottica
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Give the Gift of Sight is a Luxotti
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ANNUAL REPORT 2004
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In accordance with U.S.GAAP (1) 200
Page 64 and 65: MANAGEMENT’S DISCUSSION AND ANALY
Page 66 and 67: expenses, thanks to economies of sc
Page 68 and 69: This information is being provided
Page 70 and 71: The swap will expire on June 17, 20
Page 72 and 73: ANNUAL REPORT 2004
Page 74 and 75: (1) Except for earnings per share (
Page 76 and 77: (1) 1 ADS = 1 ordinary share. (2) C
Page 78 and 79: with the procedure set forth by it,
Page 80 and 81: CORPORATE GOVERNANCE Set out below
Page 82 and 83: - Sergio Erede - Sabina Grossi: Mem
Page 84 and 85: INTERNAL AUDIT COMMITTEE The commit
Page 86 and 87: 3. the Chief Financial Officer, the
Page 88 and 89: STOCK OPTIONS PLANS At the Extraord
Page 90 and 91: ANNUAL REPORT 2004 LUXOTTICA GROUP
Page 92 and 93: (1) Through 1998 the Euro/U.S. Doll
Page 94 and 95: LUXOTTICA GROUP S.P.A. We have audi
Page 96 and 97: In accordance with U.S. GAAP (1) Tr
Page 98 and 99: In accordance with U.S. GAAP In tho
Page 100 and 101: In accordance with U.S. GAAP (1) Tr
Page 102 and 103: NOTES TO CONSOLIDATED FINANCIAL STA
Page 104 and 105: Maintenance and repair expenses are
Page 106 and 107: customers take receipt of products
Page 108 and 109: In thousands Weighted average share
Page 110 and 111: The Company recognizes forfeitures
Page 112 and 113: 2. RELATED PARTY TRANSACTIONS FIXED
Page 116 and 117: This pro forma financial informatio
Page 118 and 119: The Company believes that the preli
Page 120 and 121: (1) Goodwill acquired in 2003 and 2
Page 122 and 123: Estimated annual amortization expen
Page 124 and 125: Since fiscal year 2004, for income
Page 126 and 127: 8. LONG-TERM DEBT Long-term debt co
Page 128 and 129: Excluding current maturities, long-
Page 130 and 131: OBLIGATIONS AND FUNDED STATUS In th
Page 132 and 133: The accumulated benefit obligations
Page 134 and 135: CONTRIBUTIONS U.S. Holdings expects
Page 136 and 137: The following table sets forth the
Page 138 and 139: STOCK INCENTIVE PLANS Luxottica Gro
Page 140 and 141: Years ended December 31 (1) Inter-s
Page 142 and 143: In thousands of Euro Years ending D
Page 144 and 145: such higher consideration to all te
Page 146 and 147: eviewed at the end of January 2004,
Page 148 and 149: ANNUAL REPORT 2004 KEY CONTACTS AND
Page 150 and 151: EUROPE LUXOTTICA S.r.l. KILLERLOOP
Page 152 and 153: MIDDLE EAST AND FAR EAST LUXOTTICA
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ANNUAL REPORT 2004 - Luxottica Group

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