ANNUAL REPORT 2004 - Luxottica Group

More documents

Recommendations

Info

This pro forma financial information is presented for information purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition taken place on January 1, 2002. On November 26, 2004, the Company through its wholly owned subsidiary, Luxottica South Pacific Pty Ltd, made an offer for all the unowned remaining outstanding shares of OPSM Group. At the close of the offer on February 7, 2005, the Company held 98.5% of OPSM Group’s shares, which is in excess of the compulsory acquisition threshold. On February 8, 2005, the Company announced the start of the compulsory acquisition process for all remaining shares in OPSM Group not already owned by the Company. On February 15, 2005, the Australian Stock Exchange suspended trading in OPSM Group shares and on February 21, 2005 it delisted OPSM Group shares from the Australian Stock Exchange. The compulsory acquisition process was completed on March 23, 2005 and as of that date the Company held 100.0% of OPSM Group’s shares. C) I.C. OPTICS On January 13, 2003 the Company announced the signing of a worldwide license agreement for the design, production and distribution of Versace, Versus and Versace Sport sunglasses and prescription frames. The initial ten-year agreement is renewable for an additional ten years. The transaction was completed through the purchase of I.C. Optics Group (“I.C. Optics”), an Italian-based group that produces and distributes eyewear, for an aggregate amount of Euro 5.4 million. Prior to this transaction, Gianni Versace S.p.A. and Italocremona S.p.A. held I.C. Optics through a 50/50 joint venture. The acquisition was accounted for in accordance with SFAS 141, and accordingly, the purchase price has been allocated to the fair market value of the assets and liabilities of the company acquired including an intangible asset for the license agreement for an amount of approximately Euro 28.8 million and goodwill for an amount of approximately Euro 10.7 million. Further, an amount of Euro 25 million has been paid for the option right, which enables the NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Company to extend the original license agreement for an additional ten years. No pro forma financial information is presented, as the acquisition was not material to the Company’s consolidated financial statements. D) E.I.D. On July 23, 2003, the Company announced the signing of a ten-year worldwide license agreement for exclusive production and distribution of prescription frames and sunglasses with the Prada and Miu Miu names. The deal was finalized through Luxottica’s purchase of two of Prada’s fully-owned companies named E.I.D. Italia and E.I.D. Luxembourg, that produce and distribute eyewear, for the amount of Euro 26.5 million. The acquisition was accounted for in accordance with SFAS 141, and accordingly, the purchase price has been allocated to the fair market value of the assets and liabilities of the companies acquired including an intangible asset for the license agreement for an amount of approximately Euro 29.7 million. Goodwill for an amount of Euro 11.1 million over net assets acquired has been recorded in the accompanying consolidated balance sheets. No pro forma financial information is presented, as the acquisition was not material to the Company’s consolidated financial statements. E) COLE NATIONAL On July 23, 2003, the Company formed an indirect wholly-owned subsidiary, Colorado Acquisition Corp., for the purpose of acquiring all the outstanding common stock of Cole, a publicly traded company on the New York Stock Exchange. On January 23, 2004, as amended as of June 2, 2004 and on July 15, 2004, the Company and Cole entered into a definitive merger agreement with the unanimous approval of the Boards of Directors of both companies. On October 4, 2004 Colorado Acquisition Corp. consummated its merger with Cole. As a result of the merger, Cole became an indirect wholly-owned subsidiary of the Company. The aggregate consideration paid by the Company to former shareholders, option holders and holders 115
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS of restricted stock of Cole was approximately Euro 407.9 million (US$ 500.6 million). In connection with the merger, the Company assumed net outstanding indebtedness with an approximately aggregate fair value of Euro 253.2 million (US$ 310.8 million). The acquisition was accounted by using the purchase method, and accordingly, the purchase price of Euro 423.7 million (US$ 520.1 million), including approximately Euro 15.8 million (US$ 19.5 million) of direct acquisition-related expenses, was allocated to the assets acquired and liabilities assumed based on their fair value at the date of the acquisition. The Company used various methods to calculate the fair In thousands of Euro Assets purchased Cash and cash equivalents Inventories Accounts receivable Prepaid expenses and other current assets Property, plant and equipment Trade names (useful lives of 25 years, no residual value) Distributor network (useful life of 23 years, no residual value) Customer list and contracts (useful life of 21-23 years, no residual value) Other intangibles Asset held for sale - Pearle Europe Other assets Liabilities assumed Accounts payable Accrued expenses and other current liabilities Deferred tax liabilities, net Long-term debt Bank overdraft Other non current liabilities Fair value of net assets Goodwill Total purchase price 116 value of the assets and liabilities and all valuations have not yet been completed. As such, the final allocation of assets may change during 2005. The excess of purchase price over net assets acquired (“goodwill”) has been recorded in the accompanying consolidated balance sheet. The acquisition of Cole National was made as result of the Company’s strategy to continue expansion of its retail business in North America. The purchase price (including acquisition-related expenses) has been allocated based upon the preliminary valuation of the Company’s acquired assets and liabilities currently assumed as follows: 60,762 89,631 45,759 12,503 114,385 72,909 98,321 68,385 37,122 143,617 11,299 (47,782) (176,571) (21,550) (253,284) (22,668) (74,933) 157,905 265,835 423,740
Page 1 and 2:
ANNUAL REPORT 2004
Page 3 and 4:
ANNUAL REPORT 2004
Page 5 and 6:
ANNUAL REPORT 2004
Page 7 and 8:
ANNUAL REPORT 2004 PROFILE OF LUXOT
Page 9 and 10:
PROFILE OF LUXOTTICA GROUP QUARTERL
Page 11 and 12:
ANNUAL REPORT 2004
Page 13 and 14:
ANNUAL REPORT 2004
Page 15 and 16:
LUXOTTICA GROUP IN 2004 to have dir
Page 17 and 18:
LUXOTTICA GROUP IN 2004 Luxottica G
Page 19 and 20:
ANNUAL REPORT 2004
Page 21 and 22:
DISTRIBUTION As for the performance
Page 23 and 24:
DISTRIBUTION focused on the relatio
Page 25 and 26:
DISTRIBUTION capacity, a direct pre
Page 27 and 28:
ANNUAL REPORT 2004
Page 29 and 30:
CHANGE YOUR VIEW
Page 31 and 32:
www.vogue-eyewear.com
Page 34 and 35:
Making its debut in 1926, Persol wa
Page 36 and 37:
Launched in California in 1992, Arn
Page 38 and 39:
The Sferoflex brand was acquired by
Page 40 and 41:
DISTRIBUTION LICENSE BRANDS 39
Page 42 and 43:
The Byblos brand has been licensed
Page 44 and 45:
The Miu Miu brand was created in 19
Page 46 and 47:
Sergio Tacchini, ever synonymous wi
Page 48 and 49:
ANNUAL REPORT 2004
Page 50 and 51:
DISTRIBUTION Today, Luxottica Group
Page 52 and 53:
VERTICAL INTEGRATION Over the decad
Page 54 and 55:
Over the years, Luxottica Group has
Page 56 and 57:
WHOLESALE BRAND PORTFOLIO Luxottica
Page 58 and 59:
Give the Gift of Sight is a Luxotti
Page 60 and 61:
ANNUAL REPORT 2004
Page 62 and 63:
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 114 and 115: In thousands of Euro Assets purchas
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
show all

ANNUAL REPORT 2004 - Luxottica Group

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?