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 manages the New York boutique and, as a sub-holding company, controls FIRST RODEO Corp., which manages the Beverly Hills boutique and FIRST P.B. BOUTIQUE Inc., which manages the Bal Harbour boutique. As part of the larger Group shareholding reorganization, shareholdings in GIANFRANCO FERRÉ HOLDINGS Inc, GIANFRANCO FERRÉ FRANCE E.u.r.l., and GIANFRANCO FERRÉ UK Ltd were transferred from GIANFRANCO FERRÉ S.p.A. to IT FINANCE AND TRADING B.V. in 2002. • incorporation of P.A.F.—Pelletterie Artigiane Fiorentine S.r.l. in Campi Bisenzio (FI), operating in the design, production and marketing of leather goods. • ITF S.p.A.’s incorporation of ITF USA Inc., based in New York with share capital of $ 300,000. This company will distribute perfumes on the US market. • acquisition of 80% of EYEWEAR CONNECTION Inc., based in North York—Ontario—Canada from third parties. The company then changed its name to ALLISON CANADA Inc. Disposals: exclusion of ITJ S.p.A. following its merger into ITTIERRE S.p.A. The changes in the consolidation area did not have a significant impact on the Group structure with respect to the previous year 9. Significant Events after the Year-end January 2003 • In January 2003, as part of the project to integrate the Ferré brand within the IT Holding Group, an owned DOS in Avenue Montaigne, Paris, was inaugurated. The sales area covers around 350 square meters and the store concept was designed by Gabellini and Associates (NYC), leader in boutique design for the most prestigious companies in the luxury goods industry. The same store concept was used for the renovation of the Ferré flagship store in via Sant’Andrea, Milano, which was opened in March 2003. The sales area covers 600 square meters, plus an additional 150 square meters for a spa managed in collaboration with Espa Ltd., spa market leader. The spa is an extra attraction for boutique customers and, along with VIP endorsement activities, it also boost “Ferré” fragrance sales, an activity managed by the subsidiary ITF S.p.A. February 2003 • In February 2003, ALLISON S.p.A. increased its investment in BIEMME S.r.l. from 66.66% to 100%. March 2003 • Open of the directly operated Ferré store in Via Sant’Andrea, Milano was reopened after its renovation, along with the adjacent spa managed in collaboration with Espa Ltd., a leader in the spa sector. • On March 6, 2003, ITTIERRE S.p.A., ITF S.p.A., M.A.C.—Manifatture Associate Cashmere S.p.A., ALLISON S.p.A., ITC S.p.A., and GIANFRANCO FERRÉ S.p.A. set up IT RESEARCH S.c. a r.l., a consortium which will manage professional training. • On March 20 and 21, 2003 the Boards of Directors of ITTIERRE S.p.A. and MALO S.p.A. resolved to propose the merger of MALO S.p.A. into ITTIERRE S.p.A. to the shareholders’ meetings, scheduled for April 28, 2003 on first call and April 29, 2003 on second call, for approval. • March 30, 2003, ALLISON S.p.A. signed a five-year license agreement for the production and distribution of Les Copains brand eyewear. April 2003 F- 107
IT HOLDING S.p.A. Notes to the consolidated financial statements for the year ended December 31, 2002 • A loan agreement was signed on April 10, 2003 with Sanpaolo IMI S.p.A., Efibanca S.p.A., and Banca Popolare di Milano S.c.a.r.l.. The loan amounts to Euro 85,000 thousand, matures on December 12, 2005, and is guaranteed by PA Investments. • On April 17, 2003, ALLISON S.p.A. signed a five-year license agreement with third parties for the production and distribution of Vivienne Westwood brand eyewear. • The shareholders of ITTIERRE S.p.A. and MALO S.p.A. held an extraordinary meeting on April 28, 2003 and resolved on the merger of MALO S.p.A. into ITTIERRE S.p.A. The company performed fashion advisory activities. M.A.C.—Manifatture Associate Cashmere S.p.A. will retain ownership of the MALO brand, as well as the related production activities. • In April, a restructuring program began on the production departments of ALLISON S.p.A.’s site in Volta Mantovana (MN), as well as on those of DESIL S.p.A. and BIEMME S.r.l., with the use of government-sponsored lay-off schemes. • During the same month, the shareholders of C.I.M.—Compagnia Italiana Maglierie S.r.l. (fully owned by M.A.C.—Manifatture Associate Cashmere S.p.A.) held an extraordinary meeting to resolve on the early winding up of the company. This is a small company which only performed certain processing activities for M.A.C.— Manifatture Associate Cashmere S.p.A. May 2003 • On May 6, 2003, the shareholders of IT HOLDING S.p.A. resolved, inter alia, to renew the Board of Director’s authorization for a further 18 months (i.e. up to November 5, 2004) to buy and sell IT HOLDING S.p.A.’s treasury shares, also on more than one occasion, up to a maximum of 24,587,400 treasury shares, or 10% of total outstanding shares and, in any case, within the limits of the available reserves and, therefore, up to a maximum amount of Euro 40,500,000. • ALLISON S.p.A. transferred total ownership of BIEMME S.r.l. to third parties in June. ALLISON S.p.A. had previously increased its investment in the company from 66.66% to 100%. June 2003 • Also in June, ITTIERRE S.p.A. signed a new license agreement with E.C. S.p.A., owned by Ennio and Carlo Capasa, for the Costume National brand. The agreement provides for the production and worldwide distribution of a new youth apparel and accessories collection from Fall—Winter 2004. • During the same month, ITTIERRE S.p.A. set up ITTIERRE ACCESSORIES S.p.A., based in Pettoranello di Molise (IS), to produce and sell accessories in leather and fabrics. GIANFRANCO FERRÉ S.p.A. launched the new GF Ferré youth collection also in June. • On June 26, 2003, ALLISON S.p.A. signed a five-year license agreement with third parties for the production and distribution of John Richmond brand eyewear. July 2003 • On July 8, 2003, pursuant to Law no. 52/91, the IT HOLDING Group and the Milano branch of Crédit Lyonnais S.A., as arranger, signed a trade receivable securitization agreement. The agreement provides for a maximum amount of Euro 200.000 thousand, a five-year duration, and the factoring of trade receivables without recourse. It involves seven Group companies: ITTIERRE S.p.A., ITC S.p.A., M.A.C.—Manifatture Associate Cashmere S.p.A., ALLISON S.p.A., ITF S.p.A., ITTIERRE FRANCE S.A., and ITTIERRE MODEN GmbH as originators. The preliminary conditions for the finalization of the transaction included due diligence reviews of the administrative, IT and management procedures for the trade receivables of the Group companies involved. Crédit Lyonnais S.A. and Eurofactor S.A. performed the reviews, the latter as securitization agent. The receivables were judged to be compatible with the issue of commercial paper by a foreign multi-seller vehicle (LMA S.A.) with an F- 108
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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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