185000000 IT Holding Finance SA

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IT HOLDING S.p.A. Notes to the consolidated financial statements for the year ended December 31, 2002 Interest expense includes bond interest of Euro 9,348 thousand, bank interest of Euro 10,263 thousand and other financial charges of Euro 2,529 thousand. In the previous year, interest expense mainly included bank interest. The increase is due to the rise in average indebtness, mainly due to the effects of the Ferré Group acquisition which was partially financed through a bond issue of Euro 200 million in May 2002. 6. Income taxes Recognised in the income statement 2002 2001 Increase (Decrease) (In thousands of Euros) Current tax expense Current year ................................................................................................................. 24,972 (3,858) 28,830 Under/(over) provided in prior years .......................................................................... — — — Total ............................................................................................................................ 24,972 (3,858) 28,830 Deferred tax expense 2002 2001 Increase (Decrease) (In thousands of Euros) Origination and reversal of temporary differences ...................................................... (25,740) 9,306 (35,046) Benefit of tax losses recognised ................................................................................... 2,959 (3,103) 6,062 Subtotal ........................................................................................................................ (22,781) 6,203 (28,984) Tax benefit on parent company’s dividend.................................................................. (4,182) (2,529) (1,653) Total.............................................................................................................................. (26,963) 3,674 (30,637) Total income tax expense in income statement ...................................................... (1,991) (184) (1,807) Tax benefit on parent Company’s dividends represents the receivable that IT Holding, which is in a tax loss position, has earned versus tax authorities on the dividends received during the year from Ittierre S.p.A. The details and the movements of deferred tax assets and liabilities are in paragraph note 19, “Deferred tax assets and liabilities”. The reconciliation between the actual and theoretical tax rates for 2002 and 2001 is as follows: 2001 2002 (In thousands of Euros) Loss before tax............................................................................................................. (2,679) (2,197) Income tax using the domestic corporation tax rate ............................................. 38.25% (1,025) 40.25% (884) Others........................................................................................................................... 36.06% (966) (31.86)% 700 Total income tax expense in income statement ...................................................... 74.31% (1,991) 8.39% (184) 7. Discontinuing operation No discontinuing operations took place in 2002 and 2001. 8. Acquisition and disposal of subsidiaries In 2002 the acquisition and disposal of subsidiaries are the following: Acquisitions: F- 105
IT HOLDING S.p.A. Notes to the consolidated financial statements for the year ended December 31, 2002 • acquisition of 100% of Paris-based DJL ONE S.A.S. from third parties. The newly acquired company then changed its name to GF MONTAIGNE S.A.S. It is the tenant under a rental contract for a boutique in Avenue Montaigne, Paris, which was opened in January 2003 and will be used to sell “Ferré” collections. • acquisition of 66.66% of BIEMME S.r.l., with registered office in Valdobbiadene (TV), from third parties. This company is specialized in galvanic production and dyeing. • acquisition of 80% of EYEWEAR CONNECTION Inc., based in North York Ontario, from third parties. This company then changed its name to ALLISON CANADA Inc • consolidation of IT HOLDING USA Inc.. This company was set up by IT FINANCE AND TRADING B.V. through the transfer of IT USA Inc. shares. • partial spin-off of M.A.C. USA Inc. to the following US-based companies: • MAC SOHO Llc., headquartered in New York—NY—USA; • MAC MADISON Llc., headquartered in New York—NY—USA; • MAC COLORADO Llc., headquartered in Denver—CO—USA; • MAC BAL HARBOUR Llc., headquartered in Tallahassee—FL—USA; • MAC PALM BEACH Llc., headquartered in Tallahassee—FL—USA; • MAC CHICAGO Llc., headquartered in Springfield—IL—USA; • MAC CLINTON Llc., headquartered in Hartford—CT—USA; • MAC WOODBURY Llc., headquartered in New York—NY—USA. • consolidation of GENTRYPORTOFINO S.p.A., active in the design, production and marketing of apparel and knitwear collections as well as general “Gentryportofino” brand products. • consolidation of FERRÉ FINANCE S.A., based in Luxembourg. This company was acquired from third parties to be used as a special purpose vehicle to tap the Euromarket with a bond issue. • consolidation of Luxembourg-based FINANCIÈRE MELPAR HOLDING S.A., which, when acquired, owned 100% of GIANFRANCO FERRÉ S.p.A., and, through the latter, eleven other entities, including eight based abroad. These companies are as follows: • NUOVA ANDREA FASHION S.p.A., based in Milano; • GIANFRANCO FERRÉ FRANCE E.u.r.l., based in Paris—F; • GIANFRANCO FERRÉ UK Ltd., based in London—GB; • GIANFRANCO FERRÉ HOLDINGS Inc., based in Wilmington—NY—USA; • GIANFRANCO FERRÉ USA Inc., based in New York—NY—USA; • FIRST N.Y. BOUTIQUE Inc., based in New York—NY—USA; • FIRST RODEO Corp., based in Beverly Hills—CA—USA; • FIRST P.B. BOUTIQUE Inc., based in Tallahassee—FL—USA; • GF MANUFACTURING S.r.l., based in Milano (this company is in liquidation); • GF MODE GmbH, based in Munich—Germany (this company is in liquidation); • MADE FERRÉ S.r.l., based in Milano (this company is in liquidation). NUOVA ANDREA FASHION S.p.A., GIANFRANCO FERRÉ FRANCE E.u.r.l., and GIANFRANCO FERRÉ UK Ltd. manage owned boutiques in Italy, Cannes, and London, respectively. GIANFRANCO FERRÉ HOLDINGS Inc. is a holding company which distributes in the United States. It owns GIANFRANCO FERRÉ USA Inc., which manages the New York showroom, FIRST N.Y. BOUTIQUE Inc. which F- 106
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CONFIDENTIAL Rule 144A Global Note
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Definitions In this annual report:
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• risks related to our principal
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Our Strategic Refocusing Program Du
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manufacturing of our products to th
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income tax on a consolidated basis
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(3) Net working capital is defined
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We must anticipate trends and respo
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We are subject to significant restr
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event of a foreclosure on the secur
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• avoid or invalidate all or a po
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a maximum of two years); (ii) a pro
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• pursuant to article 445 of the
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Our Company DESCRIPTION OF BUSINESS
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Versus is a medium-priced fashion b
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in print (fashion magazines and new
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We maintain a close working relatio
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Licensor and Brands Gianni Versace
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Legal proceedings Ordinary Course L
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OPERATING AND FINANCIAL REVIEW AND
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each year, when payments to our sup
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Income taxes In 2004, we incurred a
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Facilities and bank overdraft facil
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• €150.0 million principal amou
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Contractual obligations The followi
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An impairment loss in respect of go
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Salvatore Vicari has been a directo
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PRINCIPAL SHAREHOLDERS The table be
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invoiced to us by Pavia e Ansaldo -
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The Board of Directors IT Holding S
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REPORT OF THE AUDITORS The Board of
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IT HOLDING S.p.A. CONSOLIDATED BALA
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Acquisition of Subsidiary During 20
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IT HOLDING S.P.A. NOTES TO THE CONS
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IT HOLDING S.p.A. Notes to the cons
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