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ANNUAL REPORT 2004
ANNUAL REPORT 2004
THE SUCCESS OF AN IDEA<br />
In just ten years, <strong>Geox</strong> has become the leading<br />
footwear brand in Italy and the fourth in<br />
the world*. Its success is based on a simple<br />
but brilliant idea: the shoe that breathes.<br />
Thanks to the insight of its founder, Mario<br />
Moretti Polegato, and the protection of over<br />
30 patents registered in Italy and extended<br />
internationally, <strong>Geox</strong> has revolutionized the<br />
footwear sector.<br />
Research and innovation, design and product<br />
quality, international character, communication<br />
and a fl exible business model are<br />
the keys of a winning formula for a company<br />
that is establishing itself worldwide.<br />
<strong>Geox</strong>: ideas and actions in movement.<br />
* Lifestyle-casual footwear sector, 2003 data. Source:<br />
Shoeintelligence.
A SUCCESS BASED ON INNOVATION<br />
Since its inception, <strong>Geox</strong> has distinguished<br />
itself on the market thanks to its constant focus<br />
on products characterized by the application<br />
of innovative technological solutions,<br />
such as the shoe that breathes. It is a shoe<br />
with a micro-perforated rubber sole and a<br />
special waterproof and transpiring membrane,<br />
which allows feet to breath while protecting<br />
them by keeping water out.<br />
The development of the “breathing technology”<br />
has become <strong>Geox</strong>’s mission. After shoes<br />
with rubber soles, the company has developed<br />
other technological solutions to make<br />
leather soles waterproof and allow a natural<br />
dissipation of heat from apparel. These innovative<br />
systems are the result of a steadfast<br />
commitment to the strategic aspect of<br />
Research and Development and joint projects<br />
with prestigious universities and research<br />
centers in Italy and abroad.
A BRAND FOR THE WHOLE FAMILY<br />
The GEOX products are characterized by<br />
innovative technological solutions but also<br />
by comfort and a style that is in line with the<br />
latest fashion trends.<br />
The Company’s design center analyzes the<br />
new consumption trends, explores materials<br />
and ideas and designs a wide range of<br />
shoes in the classic, casual and sport lines<br />
for men, women and kids, making <strong>Geox</strong> a<br />
family brand.
AN ITALIAN INVENTION WITH AN<br />
INTERNATIONAL VOCATION<br />
<strong>Geox</strong> is a wholly Italian idea but with a<br />
strong international vocation. Over the last<br />
few years, <strong>Geox</strong> has registered constant international<br />
growth and now operates in over<br />
60 countries worldwide. 45% of its turnover<br />
is achieved abroad, mainly in Germany,<br />
France, Spain and USA. Merit also goes to<br />
the accurate distribution strategy. In order to<br />
optimize the commercial penetration in the<br />
individual markets, <strong>Geox</strong> distributes its product<br />
through around 9,000 multi-brand selling<br />
points but also through a network of single<br />
brand shops, fl agships of the <strong>Geox</strong><br />
brand in the most important cities around the<br />
world. Featuring an exclusive format and the<br />
innovative concept of a ‘showcase shop‘, the<br />
number of <strong>Geox</strong> shops is growing steadily<br />
(278 as at 12/31/2004).
HIGH BRAND AWARENESS<br />
<strong>Geox</strong> invests around 10% of its turnover in<br />
promotion. Thanks to an effective, clearly<br />
defi ned strategy implemented directly by the<br />
company that focuses on the benefi ts of perspiration,<br />
consumers of every age associate<br />
<strong>Geox</strong> with the concept of “breathing”. Its<br />
communication strategy involves various media<br />
and consists of advertising campaigns<br />
targeting kids, women and men.
<strong>Geox</strong> S.p.A. Annual Report 2004<br />
Registered Office: Via Feltrina Centro 16 - Biadene di Montebelluna (Treviso, Italy)<br />
Share Capital Euro 25,850,000 fully paid up<br />
Taxpayer Code and Treviso Register of Companies no. 03348440268
Chairman’s letter to the Shareholders 15<br />
Company officers 17<br />
Consolidated economic, financial and operational highlights 19<br />
Directors’ report 21<br />
<strong>Geox</strong> on the Stock Exchange 22<br />
The listing on the Stock Exchange 22<br />
Stock performance 23<br />
Control of the Company 24<br />
Shares owned by Directors and Auditors 24<br />
Relations with related parties 24<br />
Corporate Governance and Ethical Committee 25<br />
Relations with institutional investors and other shareholders 26<br />
IAS/IFRS 26<br />
Stock Option Plan 27<br />
The Group’s current structure 29<br />
The Group’s activity 33<br />
The critical factors for success 34<br />
Research and development 35<br />
The production system 35<br />
Capital expenditure 36<br />
The distribution system 37<br />
Human Resources 38<br />
<strong>Geox</strong> School 38<br />
The strategy 39<br />
The Group’s economic performance 41<br />
The Group’s financial performance 44<br />
Economic and financial performance of <strong>Geox</strong> S.p.A. 47<br />
Treasury shares 48<br />
Treatment of personal data 48<br />
Foreseeable evolution and relevant subsequent events 48<br />
Resolution proposal 49<br />
Consolidated Financial Statements 51<br />
Consolidated Balance Sheet 52<br />
Consolidated Income Statements 54<br />
Notes to the Consolidated Financial Statements 57<br />
Auditors’ Report on the Consolidated Financial Statements 89<br />
Financial Statements of <strong>Geox</strong> S.p.A. 91<br />
Balance Sheet 92<br />
Income Statements 94<br />
Notes to the Financial Statements 97<br />
Auditors’ Report on the Financial Statements 134<br />
Report by the Board of Statutory Auditors 135<br />
Company’s data and information for Shareholders 136<br />
13<br />
Index
Dear Shareholders,<br />
Chairman’s letter to the Shareholders<br />
Chairman’s letter to the Shareholders<br />
The year 2004 will remain in the history of <strong>Geox</strong> as the year in which we achieved the important target<br />
of listing on the Stock Exchange. December 1, 2004 was the first day our shares were admitted to be listed.<br />
With an opening price of Euro 4.6, the shares closed the first trading day at Euro 5.48, an increase of almost<br />
20%. The success of the listing is a source of great satisfaction for me but it is also the success of a group of<br />
people who, together with me, believed in an idea and in a few years they were able to turn that idea into<br />
an efficient and international business model, which generates income for the shareholders but also for the countries in which it<br />
operates.<br />
Our most important asset is technology. Technology is key for our business. It is the tool that enabled us to emerge thanks to an<br />
innovative product and to grow rapidly within a mature market like footwear. But <strong>Geox</strong>’s technology is much more than the insight<br />
that started off this project. It is a set of ideas and knowledge that we have developed over the years believing and investing in<br />
Research. It is a capital base made of patents – there are over 30 – but also, indeed above all, of people, skills and relationships<br />
with the scientific world.<br />
Another value in which I firmly believe, which has stayed with me since the very beginning of this adventure is team work.<br />
Comparing ideas, sharing one’s thoughts and beliefs but also one’s doubts and perplexities helps overcome any obstacle when the<br />
members of a team are inspired by the same values and motivated towards achieving a common goal. Training the younger<br />
generations and passing on the company’s values are key elements for the development of teamwork. It is for this reason that we<br />
have established the <strong>Geox</strong> School, where every year we train graduates who, at the end of the course, become company<br />
employees.<br />
2004 was another year of remarkable growth. The Group’s turnover grew by 34%, reaching Euro 340.1 million. Particularly<br />
significant was the performance of the international markets (+60%), which in 2004 generated a turnover in percentage similar to<br />
the turnover registered for the domestic market (45% and 55%, respectively). Remarkable was also the performance of the Italian<br />
market where, despite the consolidated leadership, <strong>Geox</strong> achieved 17% growth, notwithstanding the weak economic conditions,<br />
with particular impact on the consumption of footwear and apparel. Together with sales, all other income indexes have also<br />
improved. The Group’s net profit was Euro 52,6 million, equivalent to 15.5% of the turnover, with an increase of 71% compared to<br />
2003. The volume growth and the entry into new markets created the need for further investments in resources supporting the<br />
business. This, however, did not distract us from the goal of keeping all our industrial and commercial structures light, lean and<br />
flexible, able to review the operational processes regularly in order to improve their efficiency. The productivity of our operations and<br />
the constant monitoring of costs must remain key factors in our development strategy.<br />
There is a challenging future ahead of us, as challenging and ambitious as the targets we set ourselves. The technology that<br />
allows the feet and body to breathe and the customer perception of the practical benefits of this technology enabled us to achieve<br />
important results. The footwear market is very broad, as broad as the apparel market, and growth potential is still enormous. Our<br />
strategy for the next few years will focus on strengthening further our leadership in Italy and aiming at becoming leader also in the<br />
most important European countries. We will continue to invest in the USA and we will attack new markets that show great potential,<br />
as in the case of Japan. The development of the retail operation and the expansion of the network of <strong>Geox</strong> Shops in all the main<br />
countries worldwide will remain a key feature of our strategy.<br />
I know that it will not be easy – it has not been easy to achieve the results that we are presenting you today. But I am confident<br />
because I know I can rely on a solid organization, consisting of skilled and experienced professionals moved by great enthusiasm.<br />
My task, and the task of all the managers, will be to not waste these values.<br />
Mario Moretti Polegato<br />
15
Board of Directors<br />
Position and indication of independent status (if applicable) Name and Surname<br />
Chairman Mario Moretti Polegato<br />
Director and Managing Director Diego Bolzonello (*)<br />
Director Enrico Moretti Polegato<br />
Independent Director Umberto Paolucci (**)<br />
Independent Director Francesco Gianni<br />
Independent Director Alessandro Antonio Giusti<br />
Independent Director Bruno Barel<br />
Independent Director Giuseppe Gravina<br />
Independent Director Renato Alberini<br />
Company officers<br />
(*) Powers and responsibilities for ordinary and extraordinary administration, within the limits indicated by the law and by the Articles of Association, in compliance with<br />
the powers of the Shareholders’ Meeting, of the Board of Director and of the Executive Committee, in accordance with the resolution approved by the Board of Directors on<br />
10/20/2004 and subsequent amendments and additions.<br />
(**) In accordance with the resolution approved by the Board of Directors on 04/06/20<strong>05</strong>.<br />
Board of Statutory Auditors<br />
Position Name and Surname<br />
Chairman Fabrizio Colombo<br />
Statutory Auditor Achille Frattini<br />
Statutory Auditor Andrea Luca Rosati<br />
Alternate Auditor Giulia Massari<br />
Alternate Auditor Laura Gualtieri<br />
Independent Auditing Company<br />
Reconta Ernst & Young S.p.A.<br />
17
Main economic consolidated reclassified data of the Group:<br />
Consolidated economic, financial and operational highlights<br />
(millions of Euro) 2004 2003 2002 2001<br />
Net revenues 340.1 100.0% 254.1 100.0% 180.3 100.0% 147.6 100.0%<br />
% of growth 34% 41% 22% 61%<br />
EBITDA 87.4 25.7% 50.0 19.7% 31.2 17.3% 16.1 10.9%<br />
EBIT 72.6 21.3% 38.7 15.2% 23.9 13.3% 11.9 8.1%<br />
Net income 52.6 15.5% 30.7 12.1% 19.4 10.8% 7.5 5.1%<br />
Earnings per share (in Euro) 0.20 0.12(*) 0.08(*) 0.03(*)<br />
(*)Calculated for comparison purposes on 258,500,000 shares outstanding as at December 31, 2004.<br />
Group’s main financial consolidated reclassified data:<br />
(millions of Euro) 2004 2003 2002 2001<br />
Net financial position 24.4 (40.4) (37.5) (34.0)<br />
Shareholders’ equity 150.4 68.9 38.5 18.7<br />
Group’s main operational consolidated reclassified data:<br />
(millions of Euro) 2004 2003 2002 2001<br />
Operating cash flow<br />
57.1 25.8 15.5 6.6<br />
Net capital expenditure (30.4) (28.6) (18.7) (14.8)<br />
Free cash flow 26.7 (2.8) (3.2) (8.2)<br />
19
Directors’ report
<strong>Geox</strong> on the Stock Exchange<br />
The listing on the Stock Exchange<br />
On December 1, 2004 the shares of <strong>Geox</strong> S.p.A, the Group’s operational holding company, were admitted on the listing of the<br />
Mercato Telematico Azionario (Electronic Equity Market) of the Milan Stock Exchange. The floating stock was composed by<br />
74,750,000 shares (29% of the share capital).<br />
The Global Offer consisted in 65,000,000 shares, of which 8,500,000 shares coming from a Share capital increase – which<br />
excluded the stock option in accordance with the Art. 2441, sub-section 5 of the Italian Civil Code, deliberated by the Extraordinary<br />
Shareholders’ Meeting held on July 27, 2004 – and 56,500,000 shares sold by the Shareholder LIR S.r.l..<br />
The placing of the shares was done through:<br />
(A) an IPO of 16,250,250 shares (of which 183,750 subscribed by employees as part of the stock reserved to them), equivalent<br />
to 25% of the number of shares offered to everyone in Italy as part of the Global Offer. Professional investors and foreign<br />
institutional investors could not take advantage of the IPO. They could only take part in the institutional placing as described<br />
below.<br />
(B) a contextual institutional placement of 48,749,750 shares, equivalent to 75% of the number of shares offered as part of the<br />
Global Offer was offered to professional investors in Italy and to institutional investors abroad, in accordance with the<br />
Regulation S of the 1933 United States Securities Act del 1933, as subsequently amended, and in the United States of America<br />
according with Rule 144 A of the Securities Act, with exclusion of Australia, Canada and Japan, except for the exemptions<br />
provided for by the applicable laws.<br />
The Selling Shareholder granted joint bookrunners a purchase option at offer price of further 9,750,000 shares – equivalent to 15%<br />
of the shares offered within the Global offer – assigned to the recipients of the Institutional Placing (from now on, called<br />
“Greenshoe”).<br />
As previously mentioned, the exercising of the Greenshoe meant that the total number of Shares offered as part of the placing was<br />
74,750,000.
Stock performance<br />
The stock was offered to the market on December 1, 2004 at a price of Euro 4.60. The first opening price was Euro 5.06. During<br />
December 2004 the <strong>Geox</strong> stock had a clearly positive performance that reached the top quotation of Euro 5.73 on December 31<br />
2004, with an increase of 24.6% on the offer price.<br />
The following table provides a summary of the stock performance and market information for 2004:<br />
Stock-performance and market information 2004<br />
Earnings per share [Euro] 0.20<br />
Shareholders’ equity per share [Euro] 0.58<br />
Dividend per share [Euro] 0.06 [*]<br />
Pay out ratio [%] 29.47<br />
Dividend yield al 31.12 [%] 1.<strong>05</strong><br />
Price at Dec. 31 [Euro] 5.73<br />
Maximum electronic price [Euro] 5.90<br />
Minimum electronic price [Euro] 5.27<br />
Price per share / Earning per share 28.14<br />
Price per share / Shareholders’ equity per share 9.85<br />
Stock exchange capitalization [thousands of Euro] 1,480,947<br />
Average number of outstanding shares 258,500,000<br />
Number of shares constituting the share capital 258,500,000<br />
[*] Proposed<br />
<strong>Geox</strong> Mibtel<br />
Teleborsa<br />
12/1/04 12/8/04 12/16/04 12/23/04 12/31/04<br />
10.38%<br />
5.00%<br />
-0.38%<br />
Directors’ report<br />
23
Control of the Company<br />
LIR S.r.l. holds a controlling interest of the share capital of <strong>Geox</strong> S.p.A. with a shareholding of 71.083%. LIR S.r.l., with registered<br />
office in Montebelluna (Treviso, Italy) is a holding company entirely owned by Mario Moretti Polegato and Enrico Moretti Polegato<br />
(who own, respectively, 85% and 15% of the share capital).<br />
The shareholding of <strong>Geox</strong> S.p.A. on the basis of the number of shares owned is indicated below:<br />
Breakdown of shareholding (*) Number of shareholders Number of shares<br />
from 1 to 4,999 shares 17,076 12,973,437<br />
from 5,000 to 9,999 shares 430 3,247,<strong>09</strong>0<br />
10,000 shares and over 174 241,965,293<br />
Non-classified shares - 314,180<br />
Total 17,680 258,500,000<br />
(*) Based on the latest survey by ISTFID made on February 17, 20<strong>05</strong>.<br />
Shares owned by Directors and Auditors<br />
As previously mentioned, Mr. Mario Moretti Polegato and Enrico Moretti Polegato have the direct ownership of the entire share<br />
capital of LIR S.r.l., parent company of <strong>Geox</strong> S.p.A.<br />
The other Directors and Auditors have declared in specific declarations received by the company that during 2004 they did not hold<br />
other company share except for the shareholdings indicated below:<br />
Name and Surname Number of<br />
<strong>Geox</strong> S.p.A.<br />
shares owned<br />
as at 12/31/<br />
2003<br />
Number<br />
of <strong>Geox</strong><br />
S.p.A. shares<br />
purchased in<br />
2004<br />
Number of<br />
<strong>Geox</strong> S.p.A.<br />
shares sold in<br />
2004<br />
Number of<br />
<strong>Geox</strong> S.p.A.<br />
shares owned<br />
as at 12/31/<br />
2004<br />
Type of<br />
possession<br />
Diego Bolzonello - 30,000 - 30,000 ownership<br />
Relations with related parties<br />
The Group has relationships with the parent company (LIR S.r.l.) and with third parties that are directly or indirectly linked with the<br />
Majority Shareholder by shared interests. The business relationship held with those parties is based on total transparency and on<br />
market conditions.<br />
The financial and economic relations held in 2004 are summarized below:<br />
Company<br />
(in thousands of Euro)<br />
Costs in<br />
2004<br />
Revenues<br />
in<br />
2004<br />
Payables<br />
as at<br />
12/31/04<br />
Receivables<br />
as at<br />
12/31/04<br />
LIR S.r.l. 1,301 198 27 4<br />
Domicapital S.r.l. 1,267 5 - 5<br />
Ca’ D’Oro S.r.l. 248 26 13 -<br />
I.M. S.r.l. 214 - 57 -<br />
Nottingrom Srl 1,182 153 596 73<br />
Shoe Factory Sro 94 93 9 53<br />
Total 4,306 475 702 134<br />
The data indicated in the above table refer to business relationships with the exception of the interests payable from LIR S.r.l. for Euro<br />
175 thousand, from Nottingrom S.r.l. for Euro 79 thousand and from Shoe Factory Sro for Euro 15 thousand. This interest income is<br />
included in the above balance.
The following table gives a chronological breakdown of the shareholding purchase and sale transactions and of the subsequent<br />
transfer of funding contracts with related parties that occurred during the fiscal year:<br />
Seller Buyer Object Price<br />
(Euro)<br />
Contract date<br />
Technic Development Slovacchia Sro Domicapital S.r.l. 100% of Shoe Factory<br />
Sro<br />
610,000 01/28/04<br />
Technic Development Slovacchia Sro Domicapital S.r.l. Funding towards Shoe<br />
Factory Sro<br />
169,278 01/28/04<br />
<strong>Geox</strong> Holding BV Domicapital S.r.l. 99% of Nottingrom S.r.l. 297,000 03/30/04<br />
<strong>Geox</strong> Holding BV Domicapital S.r.l. Funding towards<br />
Nottingrom S.r.l.<br />
LIR S.r.l. <strong>Geox</strong> S.p.A. 1% of Technic<br />
Development Romania<br />
8,889,273 03/30/04<br />
5 06/28/04<br />
The amount of the above transactions was determined considering the Shareholders’ equity of the company whose shareholding was<br />
transferred.<br />
<strong>Geox</strong> Holding B.V. and Technic Development Slovakia Sro, contextually to the transfer of shareholdings of the estate companies,<br />
transferred to Domicapital S.r.l. also the loans that had been granted for the building and refurbishment of their production plants.<br />
These transfers were made at face value.<br />
The Group also agreed the sale of products with the “<strong>Geox</strong>” brand to mono-brand shops, which are owned by an Executive of the<br />
Group itself. These transactions were concluded at market conditions and are not relevant in consideration of the overall amount of<br />
the contract.<br />
No Board member or Director is in debt with the Group.<br />
Corporate Governance and Ethical Committee<br />
In 2004, as part of the admission process to the Mercato Telematico Azionario completed on December 1, 2004, the corporate<br />
governance system of <strong>Geox</strong> S.p.A. was aligned to the principles indicated in the Self-Governance Code (“the Code”), amended in<br />
July 2002 and promoted by Borsa Italiana S.p.A. (the private company which manages the Italian Stock Exchange).<br />
More specifically, during the meeting on December 9, 2004 The Board of Director, composed mainly by non-executive and<br />
independent directors in accordance with the Self-Governance Code, agreed the setting up of the Executive Committee, of the<br />
Internal Audit and Control Committee and of the Remuneration Committee.<br />
These committees are an internal extension of the Board of Directors and their aim is to improve the effectiveness and strategic<br />
capacity of the Board.<br />
As indicated by the Self-Governance Code, the key competences of the Board of Directors have not been delegated to any<br />
Committee. These include the functions that cannot be delegated as specified by the law or by the Articles of Association and the<br />
responsibilities listed in paragraph 1.2 of the Code. To this purpose the areas of responsibilities that have an economic, financial<br />
and operational relevance were identified.<br />
In the same meeting on December 9, 2004 the Board of Directors approved the rules for internal and for external communication of<br />
documents owned by the Company and information about the Company, with particular focus on price-sensitive information. The<br />
Board approved also the procedure relating to the fairness criteria underpinning operations with related parties.<br />
It is worth reminding also that the Company approved its own code of conduct on internal dealing, in compliance with the guidelines<br />
given by Borsa Italiana S.p.A.<br />
In the course of 2004, the Company started a process of developing an Organization and Management Model in accordance with<br />
the Italian Legislative Decree no. 231 of 2001. The purpose of this process is to create a structured and organic body of procedures<br />
and audit activities aimed at preventing, as much as possible, behaviors that constitute legal offence and for which the Company<br />
would be considered liable.<br />
For more information about Corporate Governance, see the report prepared according to the specifications indicated in art. IA.2.13<br />
of the “Regulation of the Markets Organized and Managed by Borsa Italiana S.p.A.”, which contains instructions on how to<br />
implement a corporate government system and how to comply with the regulations. This report will be filed with Borsa Italiana as<br />
specified by the law.<br />
The Board of Directors also set up a Business Ethics Committee in order to guide and promote commitment and ethical behavior<br />
throughout the company. This Committee is composed by Mario Moretti Polegato, Joaquin Navarro-Valls and Umberto Paolucci.<br />
Directors’ report<br />
25
Relations with institutional investors and other shareholders<br />
The Investor Relations function, in compliance also with the criteria of fairness, clarity and equal access to information as specified<br />
in the “Guide to Market Disclosure” prepared by Borsa Italiana S.p.A., provides in the Investor Relation section of the web site<br />
www.geox.com information and documents about the Company, with particular reference on price-sensitive information.<br />
This document can be found in the Investor Relations section of www.geox.com.<br />
IAS/IFRS<br />
In 2004, <strong>Geox</strong> launched a specific project aimed at implementing international accounting standards through the setting up of a<br />
dedicated workgroup.<br />
Analysis is being carried out to identify the main differences between Italian accounting principles and the IAS/IFRS, with a view to<br />
quantifying the most significant consequences thereof in terms of the consolidated financial statements of the <strong>Geox</strong> Group, in light<br />
of the differences found.<br />
The project was aimed at attaining the following goals:<br />
1. identify the main differences between Italian accounting principles and the IAS/IFRS, including those applicable to the first<br />
opening financial statements (January 1, 2004, the transition date) and the quantification of their impact;<br />
2. implement the administrative processes and corporate IT systems required to allow for annual and infra-annual financial<br />
statements to be prepared in accordance with IAS/IFRS principles.<br />
In accordance with I.A.S. 1, the financial statements prepared to IAS/IFRS must include, in terms of comparison, data pertaining to<br />
the financial year preceding the period of reference. The financial statements at December 31, 20<strong>05</strong> will be the first to be prepared<br />
by the <strong>Geox</strong> Group in accordance with international accounting standards and will therefore include, for comparison purposes, the<br />
financial statements as at December 31, 2004, drawn up to the IAS/IFRS standards.<br />
The current analysis is leading to the identification of certain differences between Italian accounting principles and IAS/IFRS at full<br />
regime, assuming the implementation of the Exposure Drafts currently available and excluding the differences arising from the first<br />
application of the international principles.<br />
At the moment of preparing this Report, the most salient difference that have emerged and applied to the consolidated financial<br />
statements of <strong>Geox</strong> are illustrated below:<br />
• goodwill and consolidation difference: these items will no longer be subjected to straight line depreciation carried in the<br />
income statement but will be subject to an annual impairment test aimed at highlighting any loss in value;<br />
• stock options: IFRS 2 classifies stock options under the category of “equity settled sharebased-payment transactions” or<br />
“goods and services purchased against payment using instruments representing capital”; in particular, on the basis of this<br />
principle, stock options must be valued at their grant date, at fair value, and be carried in the income statement as a cost that<br />
is counterbalanced by an increase in net shareholders’ equity;<br />
• severance indemnity: Under Italian accounting principles, liabilities by way of severance indemnity due to employees (TFR)<br />
on the basis of the nominal debt accumulated as at the date of closure of the accounting period, must be carried in the financial<br />
statements. Under IAS/IFRS, severance indemnity falls into the category of benefit plans subject to actuarial valuation aimed at<br />
expressing the current value of the benefit accumulated by employees at the date of closure of the accounting period, and<br />
payable to them at the end of the employment relationship;<br />
• derivatives: under IAS/IFRS, all derivatives must be carried in the financial statements at their ‘fair value’. The way in which<br />
derivatives are carried in the financial statements varies depending on the features of the derivatives in question (hedging and<br />
non-hedging derivative contracts);<br />
• extraordinary items: under IAS/IFRS extraordinary items may no longer be carried in the financial statements;<br />
• departures from accounting principles under special laws: under IAS/IFRS, no account must be taken of the interference<br />
generated by special laws and tax regulations.<br />
Furthermore, studies are underway in respect to other differences between accounting principles.<br />
In light of the differences found, projects will be set up to establish operating procedures and valuation criteria applicable to each<br />
company.
Stock Option Plan<br />
On July 27, 2004, the Extraordinary Shareholders’ Meeting resolved a divisible increase of Share Capital with exclusion of the stock<br />
option right in accordance with art. 2441, sub-section 5 and 8 of the Italian Civil Code, for a maximum face value of Euro 800,000<br />
through emission of up to 8,000,000 ordinary shares with a face value of Euro 0.10 each and at a price no lower than Euro 1.20,<br />
therefore with a premium no lower than Euro 1.10. These shares will be allocated to one ore more bonus schemes dedicated to<br />
Directors, employees and collaborators of the Company and/or of subsidiary companies, in compliance with art. 2359, sub-section<br />
1, number 1 of the Italian Civil Code. The purpose of this allocation is to provide an incentive for employees’ productivity, increase<br />
their loyalty towards the company and stimulate the improvement of relations within the company.<br />
The Plan, approved by the Board of Directors on November 30, 2004, includes initially just one stock option allocation phase to be<br />
carried out from November 2004. As at December 31, 2004, already 2,850,000 stock options had been allocated. The stock<br />
options price was set at Euro 4.6, equivalent to the offer price at the quotation phase.<br />
The Board of Directors can subsequently approved other stock option allocation, pursuant to the Share Capital increase resolved by<br />
the Extraordinary Shareholders’ Meeting on July 27, 2004.<br />
The cycle consists in a vesting period of the stock options of 5 (five) years starting from the allocation date and an exercise period<br />
of further 5 (five) years. The options can also be exercised in accordance with the following criteria and for the following tranches:<br />
• 1/3 (one third) of the Options allocated (first tranche) can be exercised from the approval date of the Consolidated Financial<br />
Statements for the fiscal year ending on December 31, 2007 and in any case, no sooner than January 31, 2008;<br />
• 1/3 (one third) of the Options allocated (second tranche) can be exercised from the approval date of the Consolidated<br />
Financial Statements for the fiscal year ending on December 31, 2008 and in any case, no sooner than January 31, 20<strong>09</strong>;<br />
• 1/3 (one third) of the Options allocated (third tranche) can be exercised from the approval date of the Consolidated Financial<br />
Statements for the fiscal year ending on December 31, 20<strong>09</strong> and in any case, no sooner than January 31, 2010.<br />
The exercise period for all the Options will expire on December 31, 2014. The Stock Options that have not vested or have not been<br />
exercised by the expiration date, will be considered extinct at any effect with mutual freeing of the Company and of the interested<br />
Shareholder from any obligation and liability.<br />
The exercise of the Options, tranche by tranche, is dependent upon achieving the performance targets accrued in the respective<br />
vesting periods, with reference to the Earning Before Interest and Taxes index, as illustrated by the Consolidated Industrial Plan of<br />
the <strong>Geox</strong> Group.<br />
Below is a summary of the stock options allocated to the Group’s Managers and Directors:<br />
Options held at the start of the fiscal year Options allocated during the fiscal year<br />
(A) (B) (1) (2) (3) (4) (5) (6)<br />
Name and<br />
Surname<br />
Diego<br />
Bolzonello<br />
Position Number of<br />
options<br />
Managing<br />
Director<br />
Average<br />
exercise<br />
price<br />
Average<br />
expiry<br />
Number of<br />
options<br />
Average<br />
exercise<br />
price<br />
Average<br />
expiry<br />
- - - 1,100,000 Euro 4.6 2008<br />
Options allocated during the fiscal year Options<br />
expired<br />
during the<br />
year<br />
Options held at the end of the fiscal year<br />
(A) (7) (8) (9) (10) (11)=1+4-7-10 (12) (13)<br />
Name and<br />
Surname<br />
Diego<br />
Bolzonello<br />
Number of<br />
options<br />
Average<br />
exercise<br />
price<br />
Average Number of<br />
market<br />
options<br />
price<br />
in the fiscal year<br />
Number of<br />
options<br />
Average<br />
exercise<br />
price<br />
Average<br />
expiry<br />
- - - - 1,100,000 Euro 4.6 2008<br />
Directors’ report<br />
27
The current Group structure<br />
Below is the Group Structure as at December 31, 2004 [1]:<br />
<strong>Geox</strong><br />
Deutschland<br />
(Germany)<br />
<strong>Geox</strong><br />
UK<br />
(UK)<br />
<strong>Geox</strong><br />
Suisse<br />
(Switzerland)<br />
<strong>Geox</strong><br />
Japan KK<br />
(Japan)<br />
<strong>Geox</strong><br />
USA Inc<br />
(USA)<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
<strong>Geox</strong> Retail<br />
Inc<br />
(USA)<br />
100%<br />
<strong>Geox</strong> Respira<br />
SL<br />
(Spain)<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
<strong>Geox</strong><br />
Sweden<br />
(Sweden)<br />
<strong>Geox</strong><br />
France<br />
(France)<br />
<strong>Geox</strong><br />
Canada Inc<br />
(Canada)<br />
<strong>Geox</strong><br />
Retail<br />
(France)<br />
<strong>Geox</strong> Retail<br />
Holland<br />
(Holland)<br />
100%<br />
<strong>Geox</strong> Asia<br />
Pacific Ltd<br />
(Honk Kong)<br />
<strong>Geox</strong><br />
S.p.A.<br />
Technic<br />
Development<br />
(Romania)<br />
Wortec<br />
S.r.l.<br />
(Italy)<br />
99%<br />
Notech<br />
(Hungary)<br />
99%<br />
99%<br />
85%<br />
Technic<br />
Development<br />
(Slovakia)<br />
Technical/Production Companies<br />
Distribution and Marketing Companies<br />
(1) <strong>Geox</strong> Suisse SA holds the remaining 1% interest in Notech and <strong>Geox</strong> S.p.A. holds the remaining interest in each of Notech’s subsidiaries.<br />
Directors’ report<br />
29
The current configuration of the <strong>Geox</strong> Group is the end point of a reorganization process that was completed in the first half of 2004<br />
whose aim was to rationalize the company structure in order to make it coherent and suited to the organization of the Group’s<br />
economic activities and to its development, particularly on foreign markets.<br />
In summary, as a result of the reorganization the structure was streamlined, the control chain within the <strong>Geox</strong> Group was shortened<br />
and <strong>Geox</strong> S.p.A. became the Group’s new operational holding company. The main phases of the reorganization were:<br />
• the merger by incorporation of the parent company <strong>Geox</strong> Holding B.V. into <strong>Geox</strong> S.p.A.<br />
<strong>Geox</strong> S.p.A. was entirely owned by <strong>Geox</strong> Holding B.V. The merger became effective for civil, accountancy and tax<br />
purposes on June 30, 2004. As a first step, <strong>Geox</strong> Holding B.V. incorporated the subsidiary <strong>Geox</strong> Retail Netherlands B.V.<br />
and then merged into <strong>Geox</strong> S.p.A. through a reverse merger. <strong>Geox</strong> S.p.A. became the new holding company as a result<br />
of this operation;<br />
• disposal of estate companies<br />
In the first half of 2004, the Group sold the estate companies Nottingrom S.r.l. and Shoe Factory Holding Sro to related<br />
companies. The said companies are owners of production plants located respectively in Romania and Slovakia, which<br />
continue to be used by the Group on the basis of lease contracts;<br />
• the transfer of the company branch in charge of managing and coordinating the Group.<br />
LIR S.r.l., which was the parent company of <strong>Geox</strong> Holding B.V. until the reverse merger into <strong>Geox</strong> S.p.A., assumed<br />
subsequently the role of family holding. In this next context, the company transferred to <strong>Geox</strong> S.p.A. the company branch<br />
in charge of managing and coordinating the Group.<br />
<strong>Geox</strong> S.p.A. is the new operational holding company of the Group and holds 100% of all the shareholdings owned by <strong>Geox</strong><br />
Holding B.V. until December 31, 2003. Among its various activities, <strong>Geox</strong> S.p.A. deals with marketing products in Italy and in<br />
Europe. During 2004 the company intensified the development, coordination and management of the mono-brand shop network.<br />
The network consists of directly-owned and franchised shops.<br />
The companies controlled by <strong>Geox</strong> S.p.A. operate in a similar context, i.e.:<br />
<strong>Geox</strong> Deutschland GmbH opened the first <strong>Geox</strong> shops in Germany and leased their management to a third party. The company<br />
provides also customer service to the parent company and controls the sales network in the country of reference. The German market<br />
is rapidly expanding and its volume required the employment of new staff in the sales team. So the company appointed a local Sales<br />
Manager and employed sales representatives to work along the existing network of sales agents.<br />
<strong>Geox</strong> Respira SL (Spain), fitted the first <strong>Geox</strong> Shop in Spain. Shops were opened in Madrid and Barcelona. The Spanish market<br />
is also expanding rapidly and its volume required the employment of new staff for the sales team. So the company appointed a local<br />
Sales Manager and employed sales representatives to work along the existing network of sales agents.<br />
<strong>Geox</strong> France oversees and coordinates the sales agents network in France. In addition, it supplies customer services to the parent<br />
company. The French market is also expanding rapidly and its volume required the employment of new staff for the sales team. So<br />
the company appointed a local Sales Manager and employed sales representatives to work along the existing network of sales<br />
agents. <strong>Geox</strong> France is also in charge of developing the network of franchisees.<br />
<strong>Geox</strong> Retail France manages the mono-brand shops in France and a selling corner in one of the most prestigious shopping malls<br />
in Paris.<br />
<strong>Geox</strong> USA Inc. is the company through which the Group started its penetration into the North American market. The first business<br />
relationships concluded at the end of the last fiscal year with the most important department stores are starting to give encouraging<br />
results, especially with regards to sell-out figures and in terms of response by the end consumer. The American market is one of the<br />
reference points for future development. Here we are currently going through a experimental phase in which contacts are made and<br />
analysis are carried out in order to identify the strategy that will allow us to penetrate into this market achieving the same growth<br />
rates that the Company is registering in those markets where the initial experimental phase was successfully completed and<br />
subsequently followed by the actual penetration. The growth of volumes was well supported by the outsourcing of the logistics<br />
function and by the implementation of electronic communication systems that are a standard procedure on that market.<br />
The company, through the subsidiary <strong>Geox</strong> Retail Inc., is currently opening a network of shops in the United States. During the<br />
fiscal year 2004, a shop was inaugurated in Manhattan (77 Madison Avenue) and two shops were opened in shopping malls in<br />
Garden State and Roosevelt (NY).<br />
<strong>Geox</strong> Suisse opened the first <strong>Geox</strong> Shops in Switzerland (Basel and Lausanne). On behalf of the parent company, <strong>Geox</strong> Suisse
imports and distributes the products on the Swiss territory.<br />
<strong>Geox</strong> UK opened the first <strong>Geox</strong> Shop in London. The British market is in expansion. So this year, the company appointed a local<br />
Sales Manager and employed sales representatives to work alongside the existing network of sales agents<br />
<strong>Geox</strong> Sweden opened the first <strong>Geox</strong> Shop in Stockholm.<br />
<strong>Geox</strong> Canada Inc. is the commercial branch that has been tasked, since the latter half of 2003, to develop the Canadian market.<br />
This function was previously carried out in exclusive by a distributor.<br />
<strong>Geox</strong> Japan KK is the commercial branch that has been tasked, since the latter half of 2003, to develop the Japanese market.<br />
This function was previously carried out by a licensee. The company also manages the first mono-brand <strong>Geox</strong> shop in Tokyo.<br />
<strong>Geox</strong> Retail Holland B.V., a newly-established company, took over from <strong>Geox</strong> Retail Netherland B.V. the management of the<br />
shop in Amsterdam following the merger of the latter into <strong>Geox</strong> Holding B.V.<br />
<strong>Geox</strong> Asia Pacific Ltd, was set up in September 2004 to manage the business development in the South-East Pacific.<br />
Notech Kft (Hungary) is the company that oversees the Group’s production activities in Europe. The company purchases raw<br />
materials mainly in Italy – in order to guarantee the highest quality standards – and processes them at the production plants under<br />
its control (Technic Development Romania and Technic Development Slovakia) and in others owned by third-party producers. Notech<br />
uses its own technical staff to coordinate plant production activities and to assess the quality of the finished product.<br />
Technic Development Romania is a production company that operates in an industrial plant under leashold from Nottingrom,<br />
a related company that employed 1,301 staff at the end of the fiscal year. The company organized the plant that now carries out<br />
the entire production cycle of the shoes (cutting, hemming and assembling) as well as produces most of the rubber and leather soles<br />
used also by other production plants of the Group. At the end of the production cycle, the finished goods undergo quality tests and<br />
if they passed, they are packed and sent to Italy, where <strong>Geox</strong> S.p.A. deals with their distribution to clients. At busy production times,<br />
the company outsources some of the production phases and is therefore able to include some external parties into the planning of<br />
the production.<br />
Technic Development Slovakia is a production company that operates in an industrial plant under leasehold from Shoe Factory,<br />
a related company that employed 516 staff at the end of the fiscal year.<br />
Wortec S.r.l. is the Group’s company specialised in procurement of raw materials, industrial equipment and machinery used for<br />
production.<br />
The Group is therefore making good progress towards building a flexible system integrated from a management and IT point of view,<br />
based on the need to change and organized according to a network logic, which will enable us to face the future challenges<br />
represented by significant increase in buying and selling volumes.<br />
Directors’ report<br />
31
The Group’s activity<br />
<strong>Geox</strong> S.p.A. is the operational holding company of a Group that develops, produces, promotes and distributes footwear and<br />
apparel characterized by the application of innovative and technological solution that guarantees perspiration and impermeability.<br />
<strong>Geox</strong>’s innovation, protected by over 30 different original patents registered in Italy and extended internationally, is based on the<br />
research and development of soles that guarantee perspiration for rubber outsoles and impermeability for leather ones thanks to a<br />
special membrane that lets sweat out but does not let water in.<br />
<strong>Geox</strong> produces classic, casual and sport footwear for men, women and kids within the medium to medium-high price range. The<br />
GEOX brand is therefore a family brand that offers a wide range of products for the entire family, each of which is characterized<br />
by innovation, comfort and a style that is in line with the latest fashion trends.<br />
In Italy, the Group is leader of the classic and casual footwear market according to a survey made by ACNielsen SITA in the first<br />
half of 2004 and its presence is growing abroad as well. In 2004, around 45% of consolidated revenues in the footwear sector was<br />
achieved on the main foreign markets, including Germany, France, Spain and USA.<br />
Moreover, according to a classification made by Shoeintelligence, a specialized magazine, in 2003 GEOX was the first Italian<br />
brand and the fourth brand internationally in the ‘lifestyle casual’ footwear sector on the international market.<br />
The incredible success obtained since the very beginning is due to the technological characteristics of “<strong>Geox</strong>” shoes. The <strong>Geox</strong><br />
products, thanks to a patented system registered worldwide, are designed to improve the foot’s comfort in a way that can be<br />
immediately perceived by the customer.<br />
The exclusive solution adopted by GEOX to solve the problem of the non-breathability of rubber soles consists in a combination of<br />
three different elements: a micro-perforated outsole, a micro-perforated insole and a membrane that, as indicated in the patent<br />
registration, “lets sweat out but does not let water in”. The micro-porous membrane combined with the micro-holes on the outsole<br />
obtains the effect of letting vapour out and, at the same time, keeping water out. The great success, achieved in just 10 years since<br />
the start of this project, can be explained also considering that approximately 90% of the world population uses shoes with rubber<br />
soles.<br />
However, even in the production of shoes with leather soles, GEOX distinguishes itself by using an innovative patented system that<br />
makes the soles waterproof but does not alter leather’s natural permeability to vapour.<br />
According to a study by Datamonitor carried out in May 2004 and related to 2003, the global footwear market is worth<br />
approximately Euro 240 billion. This figure includes traditional footwear as well as technical-sport shoes and refers to all price<br />
ranges.<br />
On the basis of estimates supplied by ACNielsen SITA, GFK, NTS - Taylor Nelson and NPD with regards to the consumption of only<br />
traditional shoes – i.e. excluding technical-sport shoes – a more in-depth analysis was carried out in the main countries where <strong>Geox</strong><br />
currently operates (Italy, Germany, France, Spain, UK and USA) focusing on the price range in which <strong>Geox</strong> positions its footwear.<br />
The result was that in those countries 192 million pairs of shoes are consumed every year, creating a market worth around Euro 13.3<br />
billion. In summary, the market in which <strong>Geox</strong> operates offers a huge growth potential for the Group, not just in the new markets but<br />
also in those countries in which it already operates as confirmed by the research mentioned above.<br />
Directors’ report<br />
33
The key factors for success<br />
<strong>Geox</strong> owes its success to a few key points that, considered globally, distinguish this Group from the others operating in the footwear<br />
sector in Italy and worldwide. These key points are:<br />
Technology<br />
Ongoing focus on the product characterized by the application of innovative and technological solutions developed by <strong>Geox</strong> and<br />
protected by patent.<br />
Focus on the consumer<br />
Cross-sectional positioning of its products, with a wide range of footwear for men, women and kids priced in the medium and<br />
medium-high price range of the market characterized by abroad consumer base (family brand).<br />
Brand awarness<br />
High level of awareness for the GEOX brand thanks to an effective communication strategy. The consumer associates the brand with<br />
the concept of “breathing”.<br />
International character<br />
Growing presence on international markets thanks to the replicability of the business model developed in Italy.<br />
Distribution<br />
A network of mono-brand GEOX shops in Italy and abroad developed, on the basis of the distribution structure of each country, in<br />
correlation with the widespread network of multi-brand clients. The goal of both networks is to optimize the commercial penetration<br />
into the single markets and, at the same time, promote the GEOX brand consistently among end consumers.<br />
Supply chain<br />
Flexibility of a decentralized business model, operating mostly in outsourcing, that is able to manage the production and logistic<br />
cycle effectively while keeping the control over the critical phases of the value chain withing the Company, in order to assess product<br />
quality and delivery times.
Research and development<br />
<strong>Geox</strong>’s research and development activities has focused on ergonomics applied to footwear with the objective of improving comfort<br />
and on the research of materials for shoes as well as apparel. The challenge can be easily summarized as the passage from the<br />
initial strapline “<strong>Geox</strong>, the shoes that breathes” to the current evolution of the company’s philosophy, “<strong>Geox</strong> breathes”.<br />
During the fiscal year the laboratory was further expanded and upgraded and now boasts technologically-advanced equipment and<br />
unusual instruments for the footwear sector.<br />
All the physical, mechanical and chemical characterizations necessary to validate the materials are carried out internally, so that<br />
<strong>Geox</strong> can guarantee a compliance with adequate quality standards and with the demands of the market, which will lead to<br />
satisfying our customers.<br />
The evaluation and research of new materials employed for moulding soles has allowed us to improve the end product even further.<br />
The result is a light, non-slippery, abrasion-resistant outsole with high quality outer finishing.<br />
In addition, the ongoing research of materials and finished goods has allowed us to improve the transpiration capacity of our<br />
footwear maintaining complete impermeability of the sole.<br />
The finished product underwent a series of tests aimed at simulating the stress and tear-and-wear conditions of a shoe through its life<br />
cycle. Thanks to the use of patented and specifically-built machinery our shoes can be tested in tough conditions and so we can<br />
assess their performance.<br />
Particularly significant are the improvements to the perspiration capacity of the membranes in use and to their mechanic resistance,<br />
which guarantees safety and comfort.<br />
We paid special attention to thermophysiology studies and to the mapping of the temperature distribution in the human body, so that<br />
we could trial new technical solutions for footwear and apparel. Knowing where most of the body heat is concentrated helped us<br />
choose specific materials that increase their perspirations capacity under stress conditions. To conduct these studies we worked with<br />
the most important Universities in Italy and private research centres of excellence.<br />
With regards to apparel, we developed innovative aeration solutions that provide a natural dissipation of the heat produced by the<br />
human body and reduce humidity, thus improving the body’s wellbeing.<br />
The production system<br />
The organization of <strong>Geox</strong>’s production system is such that it guarantees the achievement of three strategic objectives, i.e.:<br />
• maintaining high quality standards;<br />
• constantly improving flexibility and time to market;<br />
• increasing productivity and reducing costs.<br />
Each phase of the production process is constantly monitored by <strong>Geox</strong>, even when the monitoring is carried out by third parties. The<br />
monitoring includes the initial stages in the processing of hides (from wet-blue to dressed leather) and in soles production.<br />
Production takes place in two factories owned by the Group located in Romania (Technic Development Romania) and Slovakia<br />
(Technic Development Slovakia). These plants produce around 20% of the total, whereas the remaining 80% is produced by thirdparties’<br />
factories, mainly in China, Vietnam, Indonesia and Brazil.<br />
The Group selects third-party producers with great accuracy, considering the technical competences of the partner company, its<br />
quality standards and its capacity to cope with the production volumes within the deadlines set.<br />
The goods produced by all the production plants are subsequently consolidated at the Group’s distribution centers situated in<br />
Cusignana (Treviso, Italy) for Europe and in Edison (NJ) for the US market.<br />
In 2004, the Group produced around 10.4 million pairs of shoes and 0.5 million garments from approximately 35 production sites<br />
overall.<br />
Directors’ report<br />
35
Capital expenditure<br />
The following table illustrated the amounts of net consolidated capital expenditure made in the fiscal years 2003 and 2004.<br />
(in thousands of Euro) 2004 2003<br />
Intangible fixed assets 21,543 17,685<br />
Tangible fixed assets 9,283 11,582<br />
30,826 29,267<br />
Acquisition of business net of the net financial position acquired 495 -<br />
Disposals (964) (674)<br />
Net capital expenditure 30,357 28,593<br />
The consolidated capital expenditure made in 2004 are summarized below:<br />
(in thousands of Euro) Intangible<br />
fixed assets<br />
Tangible<br />
fixed assets<br />
Listing on the Stock Exchange (*) 7,939 - 7,939<br />
Costs from merger with <strong>Geox</strong> Holding B.V. (*) 349 - 349<br />
Acquisition of company branch from LIR S.r.l. (*) 200 - 200<br />
Trademarks and patents (*) 952 - 952<br />
Opening and refurbishing of <strong>Geox</strong> Shops 8,895 2,372 11,267<br />
Industrial equipment - 5,337 5,337<br />
Offices and office furniture 1,293 426 1,719<br />
Information technology 1,832 947 2,779<br />
Other 83 201 284<br />
Total 21,543 9,283 30,826<br />
(*) Investiments made entirely by <strong>Geox</strong> S.p.A.<br />
Of the total consolidated capital expenditure, in 2004 the holding company <strong>Geox</strong> S.p.A. made investments for a total of Euro<br />
24,883 thousand. Of these, Euro 18,294 thousand consisted mainly of investments in intangible fixed assets relating to the costs<br />
indicated in the above table, to investments associated with <strong>Geox</strong> shops (Euro 6,088 thousand) and to investments for the<br />
improvement of the company’s IT systems (Euro 1,111 thousand). Euro 6,589 thousand were invested in tangible fixed assets<br />
relating mainly to plants and machinery, moulds and equipment for the production of soles and uppers. This amount includes Euro<br />
343 thousand used to increase the tangible fixed assets in compliance with the changes to the financial statements introduced with<br />
the reform of Italy’s company law, with particular reference to the elimination of tax interference.<br />
In the same period <strong>Geox</strong> S.p.A. made further investments for the acquisition of business for Euro 495 thousand and disposals for<br />
Euro 487 thousand.<br />
The total of net capital expenditure of <strong>Geox</strong> S.p.A. is therefore Euro 24,891 thousand.<br />
Total
The distribution system<br />
In 2004, the Group continued with its diversified distribution strategy, characterized by a calibrated mix of multi-brand and monobrand<br />
allowing us to penetrate quickly into individual markets and promote the GEOX brand to end consumers. The Group uses also<br />
licensees and distributors to which it entrusts the production and marketing of <strong>Geox</strong> products in areas not yet considered strategic.<br />
In this context, particular important is given to the mono-brand network, which is composed by franchised shops and directly-owned<br />
shops (DOS). Thanks to the franchising the Group can develop its sales network reducing fixed costs and investments. The opening<br />
of DOS meets the need for a presence of flagship <strong>Geox</strong> shops in strategic places and the need to receive daily information such as<br />
sold quantities and available stock, useful for their operational management.<br />
The growth trend of the mono-brand network is progressing according to plan and is summarized below:<br />
Geographical<br />
Area<br />
1997 1998 1999 2000 2001 2001 2003 2004<br />
Italy 1 2 10 30 67 102 129 166<br />
Europe - - - - 4 25 48 76<br />
America - - - - 1 1 - 3<br />
Other - - - - - 2 21 33<br />
Total 1 2 10 30 72 130 198 278<br />
At the end of 2004, the Group investment directly in 71 shops in Italy (of which 40 are directly owned) and 29 abroad (of which<br />
19 directly owned).<br />
New shops were opened in some of the most important shopping centers in Italy like Bologna, Reggio Emilia, Cinisello Balsamo,<br />
Savona, Vicenza and historical cities such as Palermo, Pesaro, Milano, Genova, etc.<br />
Outside Italy, new shops were inaugurated in New York (at the prestigious corner between Madison Avenue and 57 th St.) in Tokyo<br />
(Ginza), Brussels, Cologne, Madrid and so on.<br />
Directors’ report<br />
37
Human resources<br />
As at December 31, 2004, the Group had 2,491 employees broken down as follows:<br />
Job Role 2001 2002 2003 2004<br />
Workers 1,295 1,845 1,993 1,856<br />
Office employees 215 316 470 568<br />
Middle management 23 30 49 49<br />
Senior Managers 10 9 13 18<br />
Total 1,543 2,200 2,525 2,491<br />
Geographical area 2001 2002 2003 2004<br />
Italy 326 403 433 516<br />
Romania 1,208 1,435 1,529 1,301<br />
Slovakia - 340 477 516<br />
Other 9 22 86 158<br />
Total 1,543 2,200 2,525 2,491<br />
It is important to point out that the decrease in staff recorded in Romania between 2003 and 2004 was connected to the reorganization<br />
of the production cycle and to the improvement of productivity.<br />
Over time, the Group has organized its Middle and Senior Management so that they are capable of minimizing the risks linked with<br />
the lack of human resources which is often experienced during period of fast growth.<br />
The Group went through a thorough restructure, as a result of which we gave more prominence to existing staff and we employed new<br />
staff from medium and large-sized companies who had experience of managing a rapidly growing organization with remarkable<br />
operational volumes. We also used highly-qualified professional services.<br />
Despite the growth, the Group is still focused on those organizational principle that are at the basis of its success, i.e. a very flat structure<br />
where speed of reaction, immediate transfer of information and flexibility are essential.<br />
This way, the Group created and is still creating new jobs, especially in Italy, in a context which is showing signs of a slow-down on the<br />
employment front.<br />
The quality of human resources is a critical factor for achieving the targets set in the medium-term plans. As the Group is becoming more<br />
international and is penetrating new markets, often remote ones, it is necessary to employ high quality people who can interact with the<br />
head office, share its style and its concept of management efficiency.<br />
Of the 516 people employed as at December 31, 2004 by the Group, 461 were employed by <strong>Geox</strong> S.p.A. (14 senior managers, 29<br />
middle managers, 345 office employees and 73 workers).<br />
<strong>Geox</strong> School<br />
The Company believes that training human resources is a fundamental investment for the development of the Group’s activity. In order<br />
to promote staff training, in 2001 <strong>Geox</strong> S.p.A. opened the <strong>Geox</strong> School, aimed at developing the skills of young resources which will<br />
then become part of the Group. The training focuses on the company’s ethos, the characteristics of GEOX products and the development<br />
needs of the Group’s business.<br />
Every year the Company selects between 10 and 15 graduates or young people with little professional experience who are offered a<br />
place in the training scheme of the <strong>Geox</strong> School, which lasts from 4 to 6 months. A tutor is assigned to each trainee, who is asked to<br />
complete a specific project. The course include days of lectures (on technology applied to products, on production and on commercial<br />
and marketing aspects of the Group) and the same amount of practical days in which the trainees can work on their project under the<br />
supervision of the tutor.<br />
Depending on the type of training delivered to each trainee at the GEOX School, the course includes also professional development<br />
initiatives such as days spent in shops or branches or at one of the Group’s production plants. In the 2004/20<strong>05</strong> edition of the GEOX<br />
School, the Company intends to pay particular attention to the professional development in the commercial department.<br />
The initiative was promoted by Group’s suppliers, professionals, University professors and leading figures of the entrepreneurial world<br />
who have taken part as external lecturers.
The strategy<br />
The main strategic lines that lead the development of the <strong>Geox</strong> business are the following:<br />
Consolidation of the leadership achieved in Italy<br />
<strong>Geox</strong> is the leading company in the Italian footwear market and covers the entire national territory thanks to a combination of multibrand<br />
clients and mono-brand <strong>Geox</strong> shops. <strong>Geox</strong> is planning to consolidate and strengthen its leadership through the following<br />
guidelines:<br />
• opening of new <strong>Geox</strong> Shops, mainly franchised, in high traffic areas such as town centers and major shopping malls and<br />
expanding the size of the existing shops. In 2004 <strong>Geox</strong> opened 37 <strong>Geox</strong> Shops in Italy, of which 4 directly owned (DOS) and<br />
33 franchisees;<br />
• raising commercial penetration and loyalty of multi-brand clients through the increasing use of the formula of ‘corners’ and<br />
‘shop in shop’ according to a format already identified.<br />
International expansion<br />
During 2004, around 45% of the Group’s consolidated revenues of the footwear sector was achieved in foreign countries, mainly<br />
in those markets considered strategic such as Germany, France, Spain, Belgium, Netherlands, Luxemburg, Switzerland, Austria<br />
and USA. The Group is planning to develop further its presence abroad by continuing to increase its presence in those countries<br />
according to the following directions:<br />
• expand the number of customers served, increase commercial penetration and loyalty of existing customers;<br />
• open new <strong>Geox</strong> Shops in the main city centers and commercial malls;<br />
• balance the sales mix by incresing sales of men’s and women’s lines rather than those for kids.<br />
Product innovation<br />
The innovation of our products is fundamental if <strong>Geox</strong> wants to consolidate its competitive advantage. The Company is planning<br />
to develop its research and patents and to implement solutions that can further improve perspiration and impermeability<br />
impermeability through the use of specific materials.<br />
Directors’ report<br />
39
The Group’s economic trend<br />
Below is the reclassified consolidated Income Statements for 2004:<br />
(in thousands of Euro) 2004 2003<br />
Net revenues 340,<strong>05</strong>0 100.0% 254,<strong>05</strong>2 100.0%<br />
% of growth 34% 41%<br />
Gross profit (*) 198,599 58.4% 143,673 56.6%<br />
Distribution costs (20,929) (6.1%) (16,136) (6.4%)<br />
Overheads (59,758) (17.6%) (50,718) (20.0%)<br />
Advertising and promotion (30,558) (9.0%) (26,788) (10.5%)<br />
EBITDA 87,354 25.7% 50,031 19.7%<br />
Depreciation and amortization (14,726) (4.4%) (11,373) (4.5%)<br />
EBIT 72,628 21.3% 38,658 15.2%<br />
Net financial/extraordinary charges (4,312) (1.2%) (4,863) (1.9%)<br />
Income before tax 68,316 20.1% 33,795 13.3%<br />
Income tax (15,691) (4.6%) (3,<strong>09</strong>6) (1.2%)<br />
Tax rate 23.0% 9.2%<br />
Net income 52,625 15.5% 30,699 12.1%<br />
Earnings per share (in Euro) 0.20 0.12 (**)<br />
(*) Net revenues minus direct cost of goods sold (raw materials, inbound freights and customs duties, labor, external processing and other direct costs).<br />
(**) Calculated for comparison purposes on 258,500,000 shares outstanding as at December 31, 2004.<br />
The Group’s turnover was Euro 340.1 million, with an increase of 34% compared to Euro 254.1 million registered in 2003. The<br />
increase was mainly due to the following factors:<br />
• positive results of the selling campaigns, in line with the Group’s expectations as a consequence of the penetration strategy<br />
on the Italian market (through the development of the mono-brand channel) and on the most strategic international markets<br />
(Germany, France, Iberian Peninsula, BeNeLux and USA);<br />
• a particularly favorable sell-out to the Group’s clients (multi-brand and mono-brand shops) that generated a significant volume<br />
of re-stocking orders, particularly with regards to the 2004 Spring/Summer season.<br />
Footwear represented over 95% of the consolidated revenues, with a growth of 33% compared to the previous fiscal year. The<br />
consolidated revenues of footwear, worth Euro 324,874 thousand, is equivalent to the sale of around 9 million pairs of shoes. Italy<br />
remains the main market with 55% of the total footwear revenues and showed a growth of 17%. The turnover generated by<br />
international markets grew by 60%.<br />
(in thousands of Euro) 2004 % 2003 % Var. %<br />
Footwear:<br />
Italy 179,<strong>05</strong>5 55% 153,559 63% 17%<br />
Germany 38,041 12% 24,3<strong>09</strong> 10% 56%<br />
Iberian peninsula 27,104 8% 14,116 6% 92%<br />
France 22,974 7% 15,959 7% 44%<br />
BeNeLux 17,459 5% 8,960 4% 95%<br />
USA 12,179 4% 10,955 4% 11%<br />
Austria 7,240 2% 5,021 2% 44%<br />
Switzerland 5,311 2% 2,631 1% 102%<br />
Other countries 15,511 5% 9,417 4% 65%<br />
Total footwear 324,874 100% 96% 244,927 100% 96% 33%<br />
Apparel 12,216 3% 6,634 3% 84%<br />
Other revenues 2,960 1% 2,491 1% 19%<br />
Total 340,<strong>05</strong>0 100% 254,<strong>05</strong>2 100% 34%<br />
Directors’ report<br />
41
Revenues by distribution channel saw a particularly significant growth of the <strong>Geox</strong> Shop channel (franchising and DOS). In 2004<br />
this channel generated 23% of the total revenues for footwear.<br />
(in thousands of Euro) 2004 % 2003 % Var. %<br />
Multi-brand 248,653 77% 198,329 81% 25%<br />
Franchising 46,682 14% 31,704 13% 47%<br />
DOS 29,539 9% 14,894 6% 98%<br />
Total footwear 324,874 100% 244,927 100% 33%<br />
Revenues by type of consumers showed a balancing of the 3 lines (men’s, women’s and kids’) with a gradual shift of the mix towards<br />
the adult end, characterized by higher average prices. However, the breakdown by consumer for the Italian market is totally different<br />
from the one for international markets.<br />
In Italy, men’s and women’s lines represent the largest proportion of revenues (75.9%). Abroad, conversely, the kids’ line, which is<br />
the main driver of commercial penetration into new markets, has still got a considerable weight (43.7%). The Group’s policy is to<br />
gradually grow men’s and women’s lines abroad.<br />
(in thousands of Euro) 2004 % 2003 % Var. %<br />
Kid 106,915 33% 83,707 34% 28%<br />
Man 100,495 31% 75,231 31% 34%<br />
Woman 117,464 36% 85,989 35% 37%<br />
Total footwear 324,874 100% 244,927 100% 33%<br />
The increase of revenues in Italy from Euro 153,559 thousand to Euro 179,<strong>05</strong>5 thousand (+16.6%) was predominantly associated<br />
with the development of the mono-brand channels (DOS and franchising) and to a lesser extent with the multi-brand channel. Sales<br />
of the mono-brand network went from Euro 38,701 thousand to Euro 58,939 thousand (+52.3%). The number of selling points grew<br />
further in 2004. The number of mono-brand shops grew from 129 in 2003 to 166 in 2004. The sales of the existing shops were<br />
higher than those registered in the same period of the previous year. In 2004, the turnover achieved by the DOS that had been open<br />
for at least 12 months registered a growth of 22%. Sales of the multi-brand network went from Euro 114,858 thousand to Euro<br />
120,116 thousand (+4.6%), mainly as a result of the increase in sales to existing multi-brand clients.<br />
As for the foreign markets, in 2004 the Group continued its commercial penetration, especially through the development of the multibrand<br />
channel.<br />
Worth mentioning are the revenues increase achieved in Germany (Euro 13,732 thousand, up 56.5% compared to the same period<br />
of last year), Iberian peninsula (Euro 12,988 thousand, +92.0%), Belgium Netherlands and Luxemburg (Euro 8,499 thousand,<br />
+94.9%) and France (Euro 7,015 thousand, +44.0%).<br />
The multi-brand channels on the international markets increased by 54.0%, from Euro 83,471 thousand to Euro 128,537 thousand.<br />
Sales of the mono-brand channel were worth Euro 17,282 thousand versus Euro 7,897 thousand registered in the previous 12<br />
months (+118.8%).<br />
The important increase in revenues on the international markets (+60%) means that the growth opportunities in those countries are<br />
very high. This opinion is confirmed by market analyses carried out in the most important European countries, which show a growth<br />
potential for those countries at least as high as the potential for the Italian market.<br />
When the Group started to sell on international markets in the second half of 2000, considerable resources were utilized to set up<br />
the sales team and to create awareness among consumers of the technology behind our product through advertising. After the first<br />
years, in which these costs represented a heavy burden on the profitability of those countries, the fiscal year 2004 saw a<br />
consolidation of investments previously made and the achievement of extremely positive economic results. Thanks to the growth of<br />
the turnover, through the mechanism of the operating leverage, we were able to obtain higher results compared to 2003 in terms of<br />
EBITDA.
The table below breaks down the EBITDA for 2004 and 2003 divided into the main geographical areas in which the Group<br />
operates:<br />
(in thousands of Euro) 2004 % 2003 %<br />
Italy Revenues 179,<strong>05</strong>5 100.0% 153,559 100.0%<br />
EBITDA 65,989 36.9% 51,467 33.5%<br />
Germany Revenues 38,041 100.0% 24,3<strong>09</strong> 100.0%<br />
EBITDA 6,897 18.1% 1,281 5.3%<br />
France Revenues 22,974 100.0% 15,959 100.0%<br />
EBITDA 3,617 15.7% (422) (2.6%)<br />
BeNeLux Revenues 17,459 100.0% 8,959 100.0%<br />
EBITDA 3,660 21.0% 443 4.9%<br />
Austria Revenues 7,240 100.0% 5,021 100.0%<br />
EBITDA 1,619 22.4% 895 17.8%<br />
Switzerland Revenues 5,311 100.0% 2,631 100.0%<br />
EBITDA 1,1<strong>05</strong> 20.8% 313 11.9%<br />
Iberian peninsula Revenues 27,104 100.0% 14,116 100.0%<br />
EBITDA 4,675 17.2% (393) (2.8%)<br />
USA Revenues 12,179 100.0% 10,955 100.0%<br />
EBITDA (4,653) (38.2%) (4,481) (40.9%)<br />
Others Revenues 15,511 100.0% 9,419 100.0%<br />
EBITDA (399) (2.6%) (618) (6.6%)<br />
Total footwear Revenues 324,875 100.0% 244,927 100.0%<br />
EBITDA 82,510 25.4% 48,486 19.8%<br />
Apparel Revenues 12,215 100.0% 6,634 100.0%<br />
EBITDA 3,004 24.6% 4<strong>05</strong> 6.1%<br />
Other revenues Revenues 2,960 100.0% 2,491 100.0%<br />
EBITDA 1,839 62.2% 1,140 45.8%<br />
Total Revenues 340,<strong>05</strong>0 100.0% 254,<strong>05</strong>2 100.0%<br />
EBITDA 87,354 25.7% 50,031 19.7%<br />
The improvement of the Group’s profitability in terms of EBITDA from Euro 50,031 thousand to Euro 87,356 thousand (+74,6%), in<br />
addition to having a lever effect on the foreign markets (see above), can be also explained with an improvement of the first industrial<br />
margin, which went up from Euro 143,673 thousand to Euro 198,599 thousand (+38,2%), with an incidence on revenues going<br />
from 56.6% to 58.4% (+1,8%). This improvement was made possible by the reduction of the incidence of the cost of goods sold<br />
achieved thanks to an optimization of production sources and of procurement and a monitoring of all the critical phases in the<br />
production process, including the transformation of the main materials (soles and leather).<br />
The result of operating profitability (EBITDA and EBIT) translated into an improvement of the net profit, which grew from Euro 30,699<br />
thousand to Euro 52,625 thousand (+71.4%) with an incidence on revenues from 12.1% to 15.5% (+3.4%). The tax rate for 2004<br />
was 23%, compared to 9.2% of 2003.<br />
Following the listing, the Company can benefit from tax incentives introduced by the Legislative Decree no. 269 of September 30,<br />
2003, converted by the Law no. 326 approved on November 24, 2003.According to that law, for the tax year 2004 and the two<br />
subsequent years, the rate of the IRES (Corporate Income tax) is reduced from 33% to 20% for a maximum taxable income of Euro<br />
30 million for each year. Another tax relief is the one established by the same Legislative Decree, in art. 1, sub-section 1, point D),<br />
which allows companies to deduct the costs borne for the admission to the Listing from the taxable income, but only for 2004.<br />
However, on February 18, 2004 the European Commission notified the Italian Ministry for Foreign Affairs about its decision, in<br />
relation to tax reliefs, to assess whether the said incentives are compatible with the EU legislation with regards to State aids (in<br />
accordance with art. 88, 2nd paragraph of the EU Treaty). Depending on the decision by the EU, the tax reliefs contained by the<br />
Legislative Decree mentioned above may be abrogated.<br />
For this reason, the Company decided to calculate its tax burden as if there were no relief. If we had taken the relief into account,<br />
the Group’s operating income taxes for the year recorded on the Income Statements worth Euro 15.7 million would have been lower<br />
by Euro 5.4 million and so it would have come to a total of Euro 10.3 million. The net result for 2004 would have been higher by<br />
the same amount, therefore totalling Euro 21.1 million.<br />
Directors’ report<br />
43
The Group’s financial performance<br />
The table below summarizes the reclassified consolidated fixed assets:<br />
Summary of balance sheet<br />
(in thousands of Euro)<br />
12/31/2004 12/31/2003<br />
Intangible fixed assets 42,269 27,965<br />
Tangible fixed assets 17,155 24,489<br />
Other fixed assets 7,<strong>09</strong>6 8,620<br />
Fixed assets 66,520 61,074<br />
Net working capital 68,885 50,742<br />
Invested capital 135,4<strong>05</strong> 111,816<br />
Severance indemnities and reserves for liabilities and charges 9,396 2,579<br />
Net financial position (24,368) 40,389<br />
Shareholders’ equity 150,377 68,848<br />
Invested capital 135,4<strong>05</strong> 111,816<br />
Compared to the fiscal year 2003, the Group’s financial position shows an important growth of the Shareholders’ equity – from Euro<br />
68.8 million to Euro 150.4 million – and a positive net financial position for Euro 24.4 million versus a negative position for Euro<br />
40.4 million at the end of 2003. Both these figures include the effect worth Euro 39.1 million of the Share Capital increase following<br />
the listing of <strong>Geox</strong> S.p.A. on the Stock Exchange.<br />
The clear improvement of the net shareholders’ equity can be ascribed to the remarkable cash generation that created a free cash<br />
flow of Euro 26.7 million.<br />
The table below shows the consolidated financial statements:<br />
(in thousands of Euro) 2004 2003<br />
Net profit 52,625 30,699<br />
Depreciation and amortization 14,727 11,373<br />
Other non-cash adjustments 5,815 (311)<br />
Change in net working capital (16,139) (15,971)<br />
Operating cash flow 57,028 25,790<br />
Capital expenditure (30,357) (28,593)<br />
Free cash flow 26,671 (2,803)<br />
Disposal of real estate 9,258 -<br />
Dividends (10,000) -<br />
Increase of share capital 39,<strong>05</strong>8 -<br />
Change in net financial position 64,987 (2,803)<br />
Net financial position, beginning of the year (40,389) (37,472)<br />
Effect of exchange rate changes (230) (114)<br />
Net financial position, end of the year 24,368 (40,389)<br />
The table below shows the components of net financial position for 2004 and 2003:<br />
(in thousands of Euro) 12/31/2004 12/31/2003<br />
Cash and banks deposits 50,570 13,507<br />
Other current financial activities 15,682 623<br />
Bank borrowings (3,930) (11,161)<br />
Current portion of loans (22,425) (11,841)<br />
Short term dept from other financial institutions - (280)<br />
Short term loan to parent companies - 4,550<br />
Short-term net financial position 39,897 (4,602)<br />
Bank loans (15,529) (35,787)<br />
Long-term net financial position (15,529) (35,787)<br />
Net financial position 24,368 (40,389)
In 2004 the quotas of loans shifted from long to short-term.<br />
In the previous fiscal years, we deemed it appropriate to convert from short to medium-term the minimum annual constant<br />
indebtedness amount on consideration of the investments made in 2003 and forecast for 2004 in order to develop the network of<br />
mono-brand shops. In view of the Group’s excellent economic trend, the cash received as a result of the Share Capital increase and<br />
of the expectations of cash generation, we decided not to refinance this facility at medium-long term and to gradually extinguish it<br />
according to the plan, without drawing on the short-term borrowings of the financial system.<br />
It is noted that the borrowings, despite having a very seasonal trend, are entirely covered, even in the moments of maximum<br />
exposure, by just the cash orders relating to the Italian market paid into the bank. Moreover, these receivables are 100% insured<br />
with a prime company that belongs to one of the most important banking groups in Italy. Instead, the turnover achieved abroad is<br />
never part of advances and so represents a constant liquidity reserve that gradually accrues with the revenue.<br />
The table below shows the evolution of the net current assets for 2003 and 2004, also in relation with the turnover of the year of<br />
reference.<br />
(in thousands of Euro) 12/31/2004 % of total<br />
revenues<br />
12/31/2003 % of total<br />
revenues<br />
Receivables from customers 57,842 17.0% 46,116 18.2%<br />
Inventory 79,5<strong>09</strong> 23.4% 61,168 24.1%<br />
Other current assets 13,738 4.0% 17,343 6.8%<br />
Accounts payable (64,353) (18.9%) (56,591) (22.3%)<br />
Other current liabilities (17,851) (5.2%) (17,294) (6.8%)<br />
Net working capital 68,885 20.3% 50,742 20.0%<br />
Directors’ report<br />
45
Economic and financial performance of <strong>Geox</strong> S.p.A.<br />
Below are the main economic figures of <strong>Geox</strong> S.p.A. for 2004.:<br />
(in thousands of Euro) 2004 2003<br />
Net revenues 325,766 100.0% 247,382 100.0%<br />
EBITDA 73,607 22.6% 36,306 14.7%<br />
EBIT 40,259 12.4% 6,620 2.7%<br />
Net income (loss) 31,486 9.7% (367) (0.1%)<br />
The trend of net revenues of <strong>Geox</strong> S.p.A. appears to mirror the trend of the entire Group for the years under consideration. This is<br />
because <strong>Geox</strong> S.p.A. directly served all the markets in which the Group operated, except for North America and Japan. <strong>Geox</strong> USA<br />
and <strong>Geox</strong> Japan, the Group’s only two distribution branches, operated on those two markets.<br />
The results for 2004 show, similarly to what happened to the Group, a clear improvement of every profitability indicator.<br />
The following tables summarize the main financial data of <strong>Geox</strong> S.p.A.:<br />
(in thousands of Euro) 2004 2003<br />
Net financial position 21,437 (44,177)<br />
Shareholders’ equity 307,458 223,948<br />
(in thousands of Euro) 2004 2003<br />
Operating cash flow 74,656 5,733<br />
Investments in shareholdings(*) (32,260) (291)<br />
Capital expenditure (24,891) (16,943)<br />
Free cash flow 17,5<strong>05</strong> (11,501)<br />
(*) These refer mainly to the shareholdings owned by <strong>Geox</strong> Holding B.V. purchased before the merger with that company.<br />
The summary data show a clear improvement of all the indicators relating to the equity and financial structure of the company. More<br />
specifically, as already shown for the consolidated Financial Statements, the values of the shareholders’ equity as well as the net<br />
financial position include the effect, worth Euro 39.1 million, of the Share capital increase consequent to the listing.<br />
The clear improvement of the net financial position, which showed a negative Euro 44.2 million as at December 31, 2003, can be<br />
attributed also to the significant cash generation. In 2004, the free cash flow was Euro 17.5 million.<br />
The relations entertained during 2004 by <strong>Geox</strong> S.p.A. with other companies of the Group are summarized below:<br />
Company<br />
(in thousands of Euro)<br />
Commercial<br />
costs<br />
Commerc.<br />
revenues<br />
Financial<br />
revenues<br />
Commercial<br />
debt<br />
Commerc.<br />
credit<br />
Financial<br />
credit<br />
<strong>Geox</strong> France Sarl 2,279,174 18,378 41,197 1,593,225 212,446 1,956,893<br />
<strong>Geox</strong> Sweden AB 196,107 168,753 17,295 221,461 8,259 466,538<br />
<strong>Geox</strong> UK Ltd. 526,241 238,588 14,244 526,241 273,569 614,465<br />
<strong>Geox</strong> Deutschland GmbH 2,230,954 795,023 61,121 2,599,657 637,255 2,711,002<br />
<strong>Geox</strong> Suisse S.A. 234,535 4,467,950 - 333,333 916,483 -<br />
<strong>Geox</strong> Respira S.A. 589,000 1,<strong>05</strong>3,373 16,290 589,000 1,078,712 538,207<br />
<strong>Geox</strong> Japan K.K. 150,376 64,969 29,942 150,376 78,478 1,889,180<br />
<strong>Geox</strong> Canada 2,967 306,291 13,423 5,247 626,698 594,794<br />
<strong>Geox</strong> Retail France 510,802 1,688,115 33,287 510,802 1,407,117 2,753,787<br />
Notech 70,174,8<strong>05</strong> 667,339 10,000,000 23,648,383 3,351,953 10,000,000<br />
<strong>Geox</strong> USA Inc. 5,400 2,599,234 - 4,314 6,241,116 -<br />
Technic Development Romania 200 39,414 - 21,3<strong>09</strong> 47,522 -<br />
Technic Development Slovakia 454 43,678 - 817 - -<br />
Wortec S.r.l. 14,222,556 956,276 2,<strong>05</strong>5 4,551,419 541,780 -<br />
<strong>Geox</strong> Retail USA 513,756 2,545 - 513,756 21,554 -<br />
<strong>Geox</strong> Asia Pacific Ltd. - - 294 - - 50,294<br />
<strong>Geox</strong> Retail Holland B.V. 72,900 286,288 4,478 72,900 286,288 249,478<br />
<strong>Geox</strong> Retail Netherlands B.V. - 213,585 - - - -<br />
<strong>Geox</strong> Retail Netherlands Branch 402,683 - - - - -<br />
<strong>Geox</strong> Holding B.V. - - 179,590 - - -<br />
Directors’ report<br />
47
Treasury shares<br />
In accordance with art. 40 of the Legislative Decree no. 127, 2 D, the Group does not directly or indirectly hold own shares or<br />
shares of parent companies and that during the fiscal year did not buy nor sell own shares or shares of parent companies.<br />
Personal data protection (Legislative Decree 196/03)<br />
In light of the new law, the Group has almost completed the process that will lead to the compliance with regards to personal data<br />
protection. The deadline for adjusting to the new law has been set for the time being for December 20<strong>05</strong>.<br />
Foreseable evolution and relevant subsequent events<br />
The first months of 20<strong>05</strong> confirm the favorable trend registered in the last fiscal year. Following the selling campaign for the 20<strong>05</strong><br />
Spring/Summer season, the order portfolio has registered a growth of around 30% compared to the same period of 2004. These<br />
data lead the mangement to be confident that the Group will be able to achieve results in 20<strong>05</strong> that will show a net improvement if<br />
compared to 2004.<br />
In early 20<strong>05</strong> we inaugurated the shop in Vienna and concluded a contract in relation to the opening of a shop in Manhattan at the<br />
corner between Madison Avenue and 57th St. This shop, which will replace the one located nearby, is larger than the previous<br />
one.
Financial statements as at December 31, 2004 of <strong>Geox</strong> S.p.A.<br />
Resolution proposal<br />
Dear Shareholders,<br />
At the end of our report, trusting in your consent to the approach and criteria adopted in preparing the Financial Statements as at<br />
12/31/2004, we recommend:<br />
1. the approval of the Financial Statements as at December 31, 2004;<br />
2. the appropriation to Extraordinary Reserve of the merger surplus of Euro 12,965,042 resulting from the merger by<br />
incorporation of <strong>Geox</strong> Holding B.V. into <strong>Geox</strong> S.p.A.;<br />
3. the distribution of the net profit worth Euro 31,486,380 in the following way:<br />
- Euro 1,574,319 as Legal Reserve;<br />
- Euro 8,363,221 to cover the losses registered in previous fiscal years;<br />
- pay to Shareholders a gross dividend of Euro 0.06 for each of the 258,500,000 outstanding shares, for a total amount of<br />
Euro 15,510,000;<br />
- Euro 6,038,840 as Extraordinary Reserve.<br />
Biadene di Montebelluna, February 28, 20<strong>05</strong><br />
On behalf of the Board of Directors<br />
The Chairman<br />
Dr. Mario Moretti Polegato<br />
Directors’ report<br />
49
Consolidated Financial Statements
(in thousands of Euro)<br />
Consolidated balance sheet - assets 12/31/2004 12/31/2003<br />
A) Unpaid Share Capital<br />
B) Fixed assets<br />
I. Intangible fixed assets<br />
1) Formation and start-up costs 8,154 77<br />
2) Research & development and advertising costs - -<br />
3) Industrial patents and intellectual property rights 1,854 1,698<br />
4) Concessions, licenses and trademarks and similar rights 2,428 1,816<br />
5) Goodwill and consolidation difference 16,<strong>05</strong>9 15,820<br />
6) Intangible assets in progress and payments on account 662 -<br />
7) Other intangible fixed assets 13,112 8,554<br />
Total intangible fixed assets 42,269 27,965<br />
II. Tangible fixed assets<br />
1) Lands and buildings - 7,801<br />
2) Plants and machinery 5,106 5,897<br />
3) Industrial and commercial equipment 3,631 3,459<br />
4) Other tangible fixed assets 8,236 7,104<br />
5) Tangible assets in progress and payments on account 182 228<br />
Total tangible fixed assets 17,155 24,489<br />
III. Long-term investments<br />
2) Receivables<br />
d) Others receivables 2,325 1,770<br />
- within one year 236 68<br />
- over one year 2,089 1,702<br />
Total long-term investments 2,325 1,770<br />
Total fixed assets 61,749 54,224<br />
C) Current assets<br />
I. Inventory<br />
1) Raw materials, ancillaries and consumables 19,424 19,268<br />
2) Work-in-progress and unfinished products 1,140 29<br />
3) Contracts in progress - 186<br />
4) Finished goods and goods for resale 58,945 41,685<br />
Total inventory 79,5<strong>09</strong> 61,168<br />
II. Receivables<br />
1) Trade receivables 60,618 47,864<br />
- within one year 60,618 47,864<br />
- over one year - -<br />
4) From parent companies - 4,550<br />
4-bis) Tax receivables 5,392 11,073<br />
- within one year 5,392 11,073<br />
- over one year - -<br />
4-ter) Deferred income tax assets 4,569 3,886<br />
- within one year 4,140 2,3<strong>09</strong><br />
- over one year 429 1,577<br />
5) Others receivables 2,182 2,273<br />
- within one year 2,182 2,273<br />
- over one year - -<br />
Total receivables 72,761 69,646<br />
III. Financial current assets not constituting fixed assets<br />
6) Other securities 15,682 623<br />
Total financial current assets not constituting fixed assets 15,682 623<br />
IV. Cash and banks deposits<br />
1) Bank and postal accounts 50,477 13,463<br />
2) Checks 9 6<br />
3) Cash and cash equivalents 83 38<br />
Total cash and banks deposits 50,569 13,507<br />
Total current assets 218,521 144,944<br />
D) Accrued income and prepaid expenses<br />
- various 6,366 6,960<br />
Total accrued income and prepaid expenses 6,366 6,960<br />
TOTAL ASSET 286,636 206,128
(in thousands of Euro)<br />
Consolidated Financial Statements<br />
Consolidated balance sheet - Liabilities and shareholders’ equity 12/31/2004 12/31/2003<br />
A) Shareholders’ equity<br />
I. Share capital 25,850 200<br />
II. Share premium reserve 38,208 715<br />
III. Revaluation reserve - 1,608<br />
IV. Legal reserve 40 -<br />
V. Statutory reserves - -<br />
VI. Reserve for own shares in portfolio - -<br />
VII. Other reserves 363 (1,<strong>09</strong>1)<br />
VIII. Profit (loss) carried forward 33,292 36,717<br />
IX. Net profit for the fiscal year 52,625 30,699<br />
Total shareholders’ equity 150,378 68,848<br />
X. Share capital and third-party reserves - -<br />
XI. Third parties’ profit (loss) for the fiscal year - -<br />
Total shareholders’ equity of third parties - -<br />
Total shareholders’ equity 150,378 68,848<br />
B) Reserves for liabilities and charges<br />
1) Severance indemnities and similar obligations 1,004 603<br />
2) Tax reserves 6,281 -<br />
3) Other 2,776 1,747<br />
Total reserves for liabilities and charges 10,061 2,350<br />
C) Employees’ severance indemnity 2,111 1,977<br />
D) Payables<br />
4) Payables to banks 39,530 58,788<br />
- due within one year 25,396 23,002<br />
- due beyond one year 14,134 35,786<br />
5) Payables towards other financial institutions 2,356 280<br />
- due within one year 960 280<br />
- due beyond one year 1,396 -<br />
7) Accounts payable 64,353 56,591<br />
- due within one year 64,353 56,591<br />
11) Payables to parent companies - 1,239<br />
- due within one year - 1,239<br />
12) Taxes payables 9,669 10,463<br />
- due within one year 9,669 10,463<br />
13) Social security charges 1,686 1,298<br />
- due within one year 1,686 1,298<br />
14) Other payables 5,738 3,466<br />
- due within one year 5,738 3,466<br />
Total payables 123,332 132,125<br />
E) Accrued expenses and deferred income<br />
- agio on loans (debentures or others) - -<br />
- various 754 828<br />
Total accrued expenses and deferred income 754 828<br />
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 286,636 206,128<br />
Memorandum accounts<br />
Risks assumed by the company:<br />
Personal guarantees 4,494 5,453<br />
Risks deriving from credit transfers 1,457 3,750<br />
Commitments undertaken by the company:<br />
Takeover rights for lease contracts 4,993 5,849<br />
Currency bought forward 36,159 22,507<br />
Currency sold forward 1,866 -<br />
Foreign exchange options 40,395 22,241<br />
Other 2,400 -<br />
Total 91,764 59,800<br />
53
(in thousands of Euro)<br />
Consolidated income statements 2004 2003<br />
A) Value of production<br />
1) Revenues from sales and services 340,<strong>05</strong>0 254,<strong>05</strong>2<br />
2) Inventory change for work-in-progress, unfinished and finished products 20,031 20,322<br />
4) Work performed for own purposes and capitalized 7 86<br />
5) Other revenues and income 22,728 17,8<strong>09</strong><br />
Total value of production 382,816 292,269<br />
B) Costs of production<br />
6) For raw materials, ancillaries, consumables and finished goods 147,719 118,877<br />
7) Related to services 95,664 86,866<br />
8) For use of assets owned by others 11,425 6,613<br />
9) For employees<br />
a) Wages and salaries 25,436 21,930<br />
b) Social charges 7,203 4,666<br />
c) Severance indemnity 1,114 917<br />
10) Depreciation/amortization and write-downs<br />
33,753 27,513<br />
a) Amortization of intangible fixed assets 6,939 5,085<br />
b) Depreciation of tangible fixed assets 6,970 6,288<br />
c) Other write-downs of fixed assets 818 -<br />
d) Write-down of receivables included in current and liquid assets 75 98<br />
14,802 11,471<br />
11) Change in inventory of raw materials, ancillaries, consumables and goods 1,696 (1,046)<br />
12) Risk provisions 298 472<br />
13) Other provisions 2,843 1,439<br />
14) Other operating expenses 1,987 1,406<br />
Total costs of production 310,187 253,611<br />
Operating margin (A-B) 72,629 38,658<br />
C) Financial income and expenses<br />
16) Other financial income:<br />
c) From securities included in current assets 28 17<br />
d) Other income:<br />
- other 870 781<br />
Total other financial income 898 798<br />
17) Interest payable and similar charges<br />
- other financial expenses (5,067) (4,656)<br />
17) bis Profit and loss on foreign exchange (164) (918)<br />
Total interest payable and similar charges (5,231) (5,574)<br />
Total financial income and charges (4,333) (4,776)<br />
D) Value adjustments in respect of capital expenditure<br />
18) Revaluations - -<br />
19) Write-downs - -<br />
Total value adjustments in respect of investments of capital expenditure - -<br />
E) Extraordinary income and charges<br />
20) Income:<br />
- other extraordinary income 33 56<br />
21) Charges 13 143<br />
Total extraordinary income and charges 20 (87)<br />
Pre-tax income (A-B±C±D±E) 68,316 33,795<br />
22) Income taxes 15,691 3,<strong>09</strong>6<br />
23) PROFIT (LOSS) FOR THE FISCAL YEAR 52,625 30,699<br />
24) Profit (loss) for the fiscal year pertaining to third parties - -<br />
25) PROFIT (LOSS) FOR THE FISCAL YEAR 52,625 30,699
Consolidated Financial Statements<br />
55
Notes to the Consolidated Financial Statements
Foreword<br />
In order to interpret the economic and financial data reported on the Financial Statements correctly, it is worth noting that the Group’s<br />
structure at the time of preparing these financial statements was the result of a series of restructure activities which were completed<br />
in the first half of 2004, aimed at rationalizing the Group’s structure (see also the Directors’ report as at December 31, 2004).<br />
Until December 31, 2003 the Group was controlled by <strong>Geox</strong> Holding B.V. On June 30, 2004, following the reverse merger of <strong>Geox</strong><br />
Holding B.V. (the Group’s parent company prior to the merger) into <strong>Geox</strong> S.p.A., the latter became the Group’s operational holding<br />
company.<br />
The economic and financial status of the <strong>Geox</strong> Group as at December 31, 2004 fully reflects the operations described above.<br />
As the reverse merger operation generated a shortening of the original control chain, the consolidated economic and financial status<br />
of <strong>Geox</strong> S.p.A. (the holding company after the merger) as at December 31, 2004 appear coherently and consistently comparable<br />
with the Consolidated Financial Statements of <strong>Geox</strong> Holding B.V. (the holding company prior to the merger) for the fiscal year ended<br />
on December 31, 2004 which was prepared for the purpose of the stock exchange listing operation.<br />
The main extraordinary transactions that led to the Group’s restructure were the following:<br />
• transfer of the real estate companies Nottingrom and Shoe Factory from the Group to related companies;<br />
• The transfer of all the remaining shareholdings (except for <strong>Geox</strong> Retail Netherlands) from <strong>Geox</strong> Holding to the then subsidiary<br />
<strong>Geox</strong> S.p.A.<br />
• the simultaneous merger of <strong>Geox</strong> Retail Netherlands, <strong>Geox</strong> Holding and <strong>Geox</strong> S.p.A. with <strong>Geox</strong> S.p.A., a company resulting<br />
from the reverse merger operation;<br />
• the transfer of a company branch (in charge with the management and coordination of the Group) from LIR S.r.l. to the<br />
subsidiary <strong>Geox</strong> S.p.A.<br />
With regards to the effect of the above operations on the Group’s accountancy, we can say that:<br />
• the transfer of real estate shareholdings (Nottingrom and Shoe Factory) to related companies, having taken place at the<br />
contribution value of the real estate companies to the Consolidated Financial Statements, did not generate capital losses or<br />
gains in the Statements themselves. The transfer was followed by the stipulation of lease contracts for the use of the real estate<br />
by the Group. Therefore, the amortization/depreciation, the financial expenses and all the other costs related to running the<br />
real estate companies recorded on the Group’s Consolidated Income Statements were replaced, starting from the transfer date,<br />
by leases. The difference between the leases and the amortization/depreciation, financial expenses and all other running costs<br />
resulted in slightly higher lease costs on an annual basis for around Euro 50 thousand, so the difference was deemed not<br />
significant;<br />
• the transfer of all the remaining shareholdings from <strong>Geox</strong> Holding to <strong>Geox</strong> S.p.A. except for <strong>Geox</strong> Retail Netherlands did<br />
not have any effect on the consolidated Income Statement as the capital gains and the capital losses offset each other;<br />
• the merger of <strong>Geox</strong> Retail Netherlands, <strong>Geox</strong> Holding and <strong>Geox</strong>, which led to <strong>Geox</strong> S.p.A. becoming the result of the<br />
merger, did not determine any variations in relation to the historical data, as the merger was neutral for the purposes of the<br />
consolidated financial statements, which continue to apply the historical values;<br />
• the transfer of the company branch (in charge with the management and coordination of the Group) from LIR S.r.l. to the<br />
subsidiary <strong>Geox</strong>, did not have an impact on the Income Statements up to June 30, 2004, date in which the operations took<br />
place. Consequently, all the costs borne by LIR until that date were debited to the Group’s companies according to the same<br />
principles used for the fiscal year ending on December 31, 2003. Starting from July 1, 2004 – i.e. following the transfer of the<br />
company branch – the Group started to record those costs in the Income Statements mainly as personnel costs, rather than costs<br />
for services supplied by third parties. From an equity point of view, the transfer of the company branch that took place on June<br />
30, 2004 did not have a significant effect, as it represented only around 0.5% of the total consolidated assets and 0.1% of the<br />
total consolidated shareholders’ equity.<br />
Moreover, on July 27, 2004 the Extraordinary Shareholders’ Meeting resolved to give the Board of Directors the powers to take<br />
whatever action was necessary and appropriate so that the shares of <strong>Geox</strong> S.p.A. could be listed on Mercato Telematico Azionario<br />
(Electronic Equity Market). The Public Offering was completed on December 1, 2004. For a description of the Public Offering, please<br />
refer to the Directors’ Report in the Group’s Consolidated Financial Statements.<br />
With regards to the nature of the corporate activity, the relevant post-balance sheet events, relations with related companies and<br />
information about the various sectors and geographical areas in which the Group operates, please refer to the Director’s report.
Structure and contents of the consolidated financial statements<br />
Notes to the Consolidated Financial Statements<br />
The Financial Statements consist of a consolidated Balance Sheet, a consolidated Income Statement and of these Notes. The<br />
Financial Statements were prepared by the Board of Directors on the basis of the Accounting records updated to December 31,<br />
2004 and are accompanied by the Directors’ report, which provides information on the performance of the <strong>Geox</strong> Group. This report<br />
is presented together with the report on the operations of the parent company <strong>Geox</strong> S.p.A. The report was prepared in accordance<br />
with the laws governing consolidated financial statements, which were recently amended by the Legislative Decree no. 6/2003<br />
(“Reform of company law”). These regulations were interpreted and integrated by the Accounting principles issued by the “Consiglio<br />
Nazionale dei Dottori Commercialisti e dei Ragionieri” (Italian Association of Accountants and Bookkeepers).<br />
The Balance Sheet and the Income Statements are compared with the figures of the Financial Statements as at December 31, 2003<br />
of <strong>Geox</strong> Holding B.V. The year 2004 is the first fiscal year in which <strong>Geox</strong> S.p.A. was obliged to prepare the Consolidated Financial<br />
Statements. Last year, although the company held controlling interests, it was exempted from this obligation, in accordance with<br />
Article 27, sub-section 3 of the Legislative Decree 127/91 as it was indirectly controlled by a company that was legally obliged to<br />
prepare the consolidate financial statements. Following the operations highlighted in the previous paragraph, the Consolidated<br />
Financial Statements of <strong>Geox</strong> S.p.A. for 2004 are compared with those prepared by the former parent company <strong>Geox</strong> Holding B.V.<br />
in order to provide a homogeneous comparison of the economic, financial and operational figures for 2004 with those registered<br />
in 2003, in compliance with Article 29, sub-section 3 of the Legislative Decree 127/91. As previously mentioned, the Consolidated<br />
Financial Statements of <strong>Geox</strong> Holding B.V. had been prepared with the purpose of applying for the listing of <strong>Geox</strong> S.p.A. on the<br />
Stock Exchange.<br />
The Consolidated Financial Statements represent the Group’s financial, economic and operational performance.<br />
These are accompanied by the prospect containing the variations in the consolidated net shareholders’ equity and by the<br />
consolidated cash flow statement prepared in accordance with the Accounting principles issued by the “Consiglio Nazionale dei<br />
Dottori Commercialisti e dei Ragionieri”.<br />
The values indicated in the Notes and in the financial statements are expressed in thousands of Euros.<br />
The Group’s activity<br />
The <strong>Geox</strong> Group produces (directly and through third-party suppliers) and sells to retailers and end consumers footwear and apparel<br />
of the “<strong>Geox</strong>” brand. It also licenses the use of its brand to third parties in those markets where the Group has chosen not to have<br />
a direct presence. The licensees deal with the production and the marketing on the basis of license contracts which include the<br />
payment of royalties. A more detailed description of the Group’s activity is provided in the Directors’ report.<br />
Scope of consolidation<br />
The Consolidated Financial Statements for the year ending on December 31, 2004 includes all the Italian and foreign companies of<br />
which the parent company holds, directly or indirectly, a majority stake or a majority capital share. The companies were consolidated<br />
in accordance with the global integration method.<br />
During the fiscal year, the following companies entered the scope of consolidation:<br />
• <strong>Geox</strong> Retail Holland, which manages the research, purchase and restructuring of corporations with the aim of converting<br />
them into mono-brand shops in the reference market. These companies, once they have become <strong>Geox</strong> Shops, are managed<br />
directly or franchised to local partners;<br />
• <strong>Geox</strong> Asia Pacific, a company set up on September 1, 2004 with the purpose of developing the market in South-East Asia.<br />
As a result of the merger previously mentioned, the incorporated <strong>Geox</strong> Holding B.V. and <strong>Geox</strong> Retail Netherlands are no longer<br />
listed among the companies included in the scope of consolidation. In order to provide a fair representation of the economic result<br />
for the fiscal year, we consolidated the Income Statements for the first half of 2004 of both companies. Nottingrom S.r.l. and Shoe<br />
Factory Sro, owners of two industrial plants located in Romania and Slovakia respectively, left the scope of consolidation following<br />
their sale to a related company.<br />
59
Consolidation criteria<br />
The Financial Statements of the subsidiaries within the scope of consolidation were consolidated on the basis of the global integration<br />
methods, according to which all the items of their accountancy statements are entirely incorporated regardless of the percentage of<br />
shares owned by the Group.<br />
If the companies included in the scope of consolidation were subject to different obligations, we have chosen the reporting method<br />
that provided the clearest, truest and most fair representation of the financial statements.<br />
More specifically, with regards to the subsidiary companies included in the scope of consolidation:<br />
• the book value of the shareholdings included in the scope of consolidation was eliminated against the shareholders’ equity<br />
of the investee company according to the global integration method. Where the direct or indirect equity investment is lower than<br />
100%, only the quota of the result and of net shareholders’ equity pertaining to third parties is attributed.<br />
• If there was a positive difference between the acquisition cost and the book value of the net shareholders’ equity of the<br />
investee companies at the moment of the acquisition of the shareholding, the difference was allocated to specific activities of<br />
the acquired companies on the basis of their current value as at the acquisition date. The remaining part (if applicable) was<br />
allocated to Goodwill and consolidation difference and amortized on a straight-line basis according to the future usefulness of<br />
the investment;<br />
• If the difference after the elimination is a negative amount, it is entered as an item of the shareholders’ equity called<br />
“Consolidation reserve” or, if it results from an unfavorable economic forecast, in “Provisions for contingencies and other<br />
liabilities”.<br />
We also wrote off:<br />
• payables and receivables, costs and revenues, profits and losses resulting from operations within the Group, in consideration<br />
of the relative tax effects.<br />
• those items entered only with the specific purpose of obtaining a fiscal benefit.<br />
• the effects of extraordinary transactions involving one or more Group’s companies (e.g. mergers, assignments, etc.)<br />
Euro conversion of the financial statements in a foreign currency<br />
The financial statements of foreign companies expressed in currencies other than the Euro are converted into Euros in the following<br />
way:<br />
• the items on the income statement are converted at the average exchange rate for the period, whereas the items of the<br />
balance sheet – excluding the result for that period and the net shareholders’ equity – are converted at the exchange rate<br />
registered at the end of the period.<br />
• the items of the shareholders’ equity are converted at historical exchange rates.<br />
The conversion balance resulting from the difference between the shareholders’ equity converted at historical exchange rates and<br />
the assets and liabilities of the balance sheet converted at the exchange rate registered at period end is entered into the consolidated<br />
shareholders’ equity under “Translation reserves”, which is classified within the items “Other reserves”.<br />
The exchange rates applied correspond to the rates given by the Ufficio Italiano Cambi (Italian Foreign Exchange Office) and are<br />
indicated below:<br />
Currency Average<br />
for 2004<br />
On<br />
12/31/2003<br />
Average<br />
for 2003<br />
On<br />
12/31/2003<br />
US Dollar 1.2439 1.3621 1.1312 1.2630<br />
Romanian Leu 40,5<strong>09</strong>.7 39,390 37,550.6 41,158<br />
Swiss Franc 1.5438 1.5429 1.5212 1.5579<br />
Slovakian Crowns 40.02 38.74 41.49 41.17<br />
Swedish Crowns 9.1244 9.0206 9.1242 9.080<br />
British Pound Sterling 0.6787 0.7<strong>05</strong>0 0.6919 0.7048<br />
Canadian Dollar 1.6168 1.6416 1.5816 1.6234<br />
Japanese Yen 134.45 139.65 130.97 135.<strong>05</strong>
Valuation criteria<br />
Notes to the Consolidated Financial Statements<br />
The accounting principles, the valuation criteria and the presentation methods adopted for the preparation of the Consolidated<br />
Financial Statements are those indicated by the Italian Civil Code and take into account the accounting principles issued by the<br />
Consiglio Nazionale dei Dottori Commercialisti e dei Ragionieri (Italian Associations of Accountants and Bookkeepers) and by the<br />
Organismo Italiano di Contabilità (Italian Accounting Standard Setter).<br />
Intangible fixed assets<br />
Intangible fixed assets are entered at the purchase or production cost, including accessory charges, and amortized on a straight-line<br />
basis for the period of their projected useful life considering the shorter infra-annual period. Below is a list of the projected useful life:<br />
Formation and start-up costs 5 years<br />
Research & development and advertising costs 5 years<br />
<strong>Geox</strong> trademarks and patents 10 years<br />
Other industrial patents and intellectual property rights 3-5 years<br />
Goodwill 10 years<br />
Other (including improvements on leased assets and shop contracts takeover indemnities) duration of contract<br />
Formation and start-up costs<br />
Formation and start-up costs are entered in the assets of the Balance Sheet at cost value and directly amortized for no longer than<br />
five years. They refer mainly to expenses connected with the merger and to quotation charges.<br />
Research & development and advertising costs<br />
Research costs for the ordinary protection of the products and of production processes are entered on the income statements in the<br />
period in which they were borne.<br />
Industrial patents and intellectual property rights<br />
<strong>Geox</strong> trademarks and patents<br />
The amortization period of <strong>Geox</strong> trademarks and patents registration charges has been set in 10 years. This duration was agreed<br />
in consideration of ongoing research and development activities carried out by the company, which creates the need to register new<br />
technological solutions in replacement of previous one that have become obsolete before the expiry of the maximum period indicated<br />
by the law on industrial properties.<br />
Other industrial patents and use of know-how<br />
They refer mainly to the implementation and personalization costs of the STEALTH management software and of the shops<br />
management software.<br />
The amortization has been calculated in 3 fiscal years on a straight-line basis except for the STEALTH software, which is amortized<br />
in five years in consideration of its future use.<br />
Goodwill<br />
Goodwill refers to capital gains resulting from the purchase of companies and shops, directly owned or franchised. We believe that<br />
the purchase of companies and shops will provide the Group with a projected useful life of approximately 10 years. This useful life<br />
is standard useful life applied in the reference sector.<br />
Other<br />
Improvements of third-party goods are amortized for the difference between the projected useful life of the improvement and the<br />
remaining duration of the lease contract of the improved goods.<br />
The indemnities paid for taking over shop contracts and other similar indemnities are amortized based on the remaining duration of<br />
the relative contract.<br />
If there is a permanent loss of the intangible fixed assets, the loss is depreciated; if, in the following fiscal years, the reasons for the<br />
depreciation cease to exist, the original value will be reinstated.<br />
Tangible fixed assets<br />
Tangible fixed assets are entered at their purchase or building cost including accessory charges. For some fixed assets, the purchase<br />
or building cost may be adjusted pursuant to specific laws on monetary revaluation, as indicated in the relative enclosed<br />
document.<br />
61
Fixed assets are depreciated on a straight-line basis on the basis of economic-technical rates determined in relation to the projected<br />
useful life of the goods. These rates are reduced to a half for those assets that became operational during the period.<br />
The applied rates are indicated below:<br />
Buildings 3.0%<br />
Plants and machinery 12.5%<br />
Shops’ equipment 15.0%<br />
Industrial and commercial equipment 25.0%<br />
Shops’ fittings 20.0%<br />
Moulds 50.0%<br />
Fixtures and office furnishings 12.0%<br />
Shops fixtures and furnishings 30.0%<br />
Electronic machines 20.0%<br />
Cars 25.0%<br />
Internal means of transport 20.0%<br />
If there is a permanent loss of value for the fixed assets, regardless of the depreciation already recorded, the fixed asset is<br />
depreciated by an amount equivalent to the loss of value. If, in the following fiscal years, the reasons for this depreciation cease to<br />
exist, the original value will be reinstated.<br />
Ordinary maintenance costs are entered on the income statements for their full amount. The maintenance costs characterized by<br />
constant increases are attributed to the assets to which they refer and amortized in relation to the projected useful life of the assets.<br />
The fixed assets acquired through financial lease contracts are recorded according to the financial method and entered among the<br />
assets and depreciated at rates that are consistent with those applied to similar owned goods. At the same time, a financial debt is<br />
entered and reduced by the equity quotas paid. The financial expenses and the depreciation allowance accrued are entered in the<br />
Income Statements.<br />
Inventory<br />
Inventory is valuated at the lesser cost between the cost of purchase and production and the estimated realizable value. The<br />
acquisition cost for raw materials is determined on the basis of the weighted average costs of the period including the accessory<br />
charges incurred for the purchase.<br />
The acquisition or production cost of finished goods and goods for resale is determined on the basis of the weighted average costs<br />
for the period including the accessory charges and the direct and indirect production costs for the reasonably attributable part.<br />
Stocks that are obsolete or characterized by a long turnover period are written down on the basis of their possible useful life or sale<br />
value.<br />
Receivables<br />
Receivables are entered according to the presumed realizable value. The adjustment of their face value to the lower realizable value<br />
is made by allocating a specific adjustment provision for that item.<br />
Other current securities<br />
Securities are entered at purchase cost written down, if appropriate, in order to adjust it to the presumed realizable value, which can<br />
be obtained from the market performance at the end of the period. If the reasons for the write-down cease to exist in the following<br />
fiscal years, the original value will be reinstated.<br />
Cash and banks deposits<br />
Cash at bank and on hand, which consists of the money held in bank current accounts and of cash on hand, is entered for the amount<br />
actually available at the end of the period.<br />
Accrued income and prepaid expenses<br />
These are calculated on an accrual basis.<br />
Reserves for liabilities and charges<br />
The reserves for liabilities and charges are allocated to cover losses and payables that are certain or likely but whose amount or<br />
occurrence was still undetermined at period end. The allocations reflect the best possible estimates on the basis of the information<br />
available. The possible risks of a liability are indicated in the notes to the accounts but no allocation is made.
Severance indemnity<br />
Notes to the Consolidated Financial Statements<br />
The severance indemnity, an entitlement of employers working for Italian companies, is allocated to cover the entire liability accrued<br />
in favor of staff at the period end, in accordance with civil and employment laws. This liability is calculated on the basis of the<br />
duration of employment, of the employer’s category and salary and is paid upon termination of the employment. This indemnity is<br />
periodically revaluated in line with the increases of the cost of living.<br />
Payables<br />
Payables are entered at their face value.<br />
Acknowledgement of revenues<br />
Revenues are shown net of returned goods, discounts, allowances, premiums and taxes directly related to the sale of goods and the<br />
supply of services.<br />
Revenues for goods sold are recorded upon transfer of ownership, which generally corresponds to the delivery or the shipping of the<br />
goods.<br />
Financial revenues are entered on an accrual basis.<br />
Accounting of costs and expenses<br />
Costs and expenses are accounted according to the competence principle.<br />
Contributions to period accounts<br />
Contributions to period accounts are entered directly on the income statements in the period when the documents confirming the<br />
granting of contributions was received, which is subsequent to the period when expense was borne. These contributions are not<br />
subject to restrictions in relation to their use or refunds.<br />
Current, deferred and advanced taxes<br />
Current, deferred and advanced taxes are recorded on the basis of the estimated taxable income in accordance with current tax<br />
standards of each country. They are exposed net of the down payments, withholdings and credits in the item “tax payables” or, if<br />
the balance is in credit, in the item “tax receivables” of the current assets.<br />
Deferred taxes<br />
Deferred or advanced taxes are calculated, on the basis of the tax rates as at the closing date of the financial statements, as the<br />
temporary difference between assets and liabilities in the civil balance sheets and their equivalent fiscal values and also on the further<br />
difference generated by consolidation adjustments. Advanced taxes, including the benefit of tax losses brought forward, are shown<br />
when there is a reasonable expectation that the benefit will be realized. Deferred taxes on tax-suspension reserves of consolidated<br />
companies are shown when these reserves are expected to be distributed, or in any case used, and the distribution or use will<br />
generate a tax liability. Deferred tax liabilities are entered in the item “deferred tax fund” and prepaid taxes assets are entered in<br />
“receivables for prepaid taxes”. These amounts are offset when there is a legal right to do so.<br />
Derivative contracts<br />
The Group uses derivative financial products to manage the risk of fluctuation of interest rates and exchange rates of foreign currency<br />
in relation to specific assets or liabilities or assets and liabilities. The premium or discount on forward contracts (difference between<br />
the spot exchange rate and the forward exchange rate set at the start of the contract) are entered for competence. With regards to<br />
the interest risks hedging instruments, the difference of interest rates are recorded on the Income Statements according to the accrual<br />
criterion among financial income and charges. The derivative contracts that are still open at the end of each period are valued in<br />
line with the covered assets and liabilities.<br />
Risks, commitments and guarantees<br />
The risks, commitments and guarantees still outstanding at period end are entered in the item Memorandum Accounts.<br />
Conversion criteria of the foreign currency items<br />
Receivables and payables originally expressed in a foreign currency are converted into Euro at the exchange rate of the day when<br />
the transaction was completed and adjusted considering the cover contracts for payables to suppliers still outstanding at the end of<br />
the period. The unrealized differences generated by the exchange rates adjustment are entered in the Income Statements under<br />
financial income and financial expenses. The net profit that may result is allocated to a specific reserve that cannot be distributed<br />
until the realization of the difference. The exchange rate differences realized upon collection of receivables and payment of amounts<br />
owed in foreign currency are also entered in the Income Statements among financial income and financial expenses.<br />
63
Notes to the main items among assets<br />
B) Fixed assets<br />
B-I) Intangible fixed assets<br />
The following table shows the movements of intangible fixed assets in 2004.<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Formation and start-up costs 8,154 77 8,077<br />
Industrial patents and intellectual property rights 1,854 1,698 156<br />
Concessions, licenses and trademarks and similar rights 2,428 1,816 612<br />
Goodwill and consolidation differences 16,<strong>05</strong>9 15,820 239<br />
Intangible assets in progress and payments on account 662 - 662<br />
Other intangible fixed assets 13,112 8,554 4,558<br />
Total 42,269 27,965 14,304<br />
12/31/2003 Acquisitions<br />
and<br />
capitalizations<br />
Conversiondifferences<br />
Amortization<br />
and writedowns<br />
Disposal Other<br />
movements<br />
12/31/2004<br />
Formation and start-up costs 77 8,311 - (234) - - 8,154<br />
Industrial patents and intellectual property rights 1,698 1,170 - (1,048) (48) 82 1,854<br />
Concessions, licenses and trademarks 1,816 953 9 (349) - (1) 2,428<br />
Goodwill and consolidation differences 15,820 2,468 - (2,149) (80) - 16,<strong>05</strong>9<br />
Intangible assets in progress and payments on<br />
account<br />
- 662 - - - - 662<br />
Other intangible fixed assets 8,554 7,979 6 (3,303) (30) (94) 13,112<br />
Total intangible fixed assets 27,965 21,543 15 (7,083) (158) (13) 42,269<br />
Intangible fixed assets as at December 31, 2004 were Euro 42,269 thousand, after direct amortization for Euro 6,939 thousand,<br />
depreciations for Euro 144 thousand, investments for Euro 21,543 thousand and net disinvestments for Euro 158 thousand (as<br />
described in the annex enclosed to these Notes).<br />
The main investments made during the period refer to:<br />
- start-up and expansion costs for Euro 8,311 thousand;<br />
- purchase of software for Euro 1,170 thousand;<br />
- expenses for extension and protection of trademarks and patents for Euro 953 thousand;<br />
- goodwill paid for the purchase of companies, subsequently converted into <strong>Geox</strong> Shops for Euro 2,268 thousand and for the<br />
company branch in charge of the management acquired by the parent company Lir S.r.l. for euro 200 thousand;<br />
- improvements on third-party goods for Euro 3,274 thousand;<br />
- amounts paid for taking over lease contracts of shops subsequently converted into <strong>Geox</strong> Shops for Euro 4,647 thousand;<br />
The intangible fixed assets include Euro 118 thousand related to software purchased as a collateral of the acquisition of the company<br />
branch from LIR S.r.l. which was completed on June 30, 2004.<br />
This item includes Euro 662 thousand of intangible assets in progress and prepaid expenses for the purchase of software that will<br />
start to be used in 20<strong>05</strong> and for the takeover of lease contracts for shops that will be converted into <strong>Geox</strong> Shops in 20<strong>05</strong>.<br />
B-I-1) “Formation and start-up costs ”<br />
They refer mainly to the charges relating to the listing of the company (Euro 7.9 million) and to costs borne by <strong>Geox</strong> S.p.A. in
Notes to the Consolidated Financial Statements<br />
connection with the merger with <strong>Geox</strong> Holding B.V. (Euro 0.3 million). These costs are entered among fixed assets and amortized<br />
for a few years longer than their projected useful life, for a period not shorter than the amortization one, calculated over 5 years in<br />
constant quotas.<br />
Capitalized quotation costs refer mainly to the fees (Euro 1,270 thousand), charges for advisors (Euro 1,635 thousand), charges for<br />
tax diligence, legal and audit charges (Euro 2,296 thousand), advertising and communication (Euro 2,<strong>09</strong>9 thousand) and other<br />
expenses (Euro 639 thousand).<br />
The quotation costs were amortized for just a month, as the company was listed starting from December 1, 2004.<br />
B-I-3) “Industrial patents and intellectual property rights (application software)”<br />
These costs are connected with the granting of the <strong>Geox</strong> patent and with the software.<br />
The increase associated with the software was due mainly to the implementation costs incurred for the improvement to the<br />
management software, which is used for acquiring orders from agents, fulfilling restocking orders via the web, controlling transport<br />
costs, creating clients’ packing lists, managing purchase orders, managing new commercial branches and for personalizing the<br />
management software of Italian and foreign shop network.<br />
During the fiscal year we also renovated the Office area, including communication and safety, in terms of technology as well as IT.<br />
The write-downs are a consequence of the amortization calculated in 3 fiscal years on a straight-line basis except for the STEALTH<br />
software, which is amortized in five years in consideration of its future use. This item was also increased by Euro 118 thousand<br />
related to the acquisition of balances resulting from the transfer of the company branch from LIR S.r.l. to <strong>Geox</strong> S.p.A., as we<br />
mentioned in the foreword.<br />
B-I-4) “Concessions, licenses, trademarks, patents and similar rights”<br />
This item refers mainly to the costs associated with registering the <strong>Geox</strong> trademarks in the countries where the Group operates.<br />
B-I-5) “Goodwill and consolidation differences”<br />
The item includes the cost for acquiring companies which were then converted into mono-brand shops.<br />
A part of these shops are managed directly by <strong>Geox</strong> S.p.A., the others are franchised to third parties.<br />
The item includes also Euro 350 thousand (gross of amortization) for the cost of goodwill in relation to the purchase of Pol Scarpe<br />
Sportive S.r.l. by the subsidiary Wortec S.r.l. completed in 2003. The purpose of the acquired company was marketing products and<br />
materials to the footwear and apparel sector.<br />
In the course of 2004 we invested Euro 2,268 thousand to acquire shops, including those located in Cinisello Balsamo, Milan –<br />
Corso Buenos Aires, Udine – town center, Udine – Città Fiera shopping mall, Vicenza and two shops in France, one in Chesnay and<br />
the other in Saint Laurent Du Var.<br />
This item saw also an increase of Euro 200 thousand for the goodwill costs related to the purchase from LIR S.r.l. of a company<br />
branch who supplies consultancy, coordination and management services to the Group.<br />
B-I-6) “Intangible assets in progress and payments on account”<br />
This item includes the costs for the purchase of software, mainly used to increase capacity of the management control system which<br />
will start to be used in 20<strong>05</strong> and expenses following the takeover of lease contracts for shops that will be converted into <strong>Geox</strong> shops<br />
in 20<strong>05</strong>.<br />
65
B-I-7) “Other intangible fixed assets”<br />
These include:<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Deferred charges (shops) 7,489 3,748 3,741<br />
Accessory charges on loans 120 212 (92)<br />
Improvement to third-party goods 5,457 4,556 901<br />
Other 46 38 8<br />
Total 13,112 8,554 4,558<br />
The item “Other intangible fixed assets” was increased mainly by:<br />
- Euro 4,647 thousand paid to obtain availability of leased commercial units and for their refurbishment by taking over existing<br />
lease contracts or by obtaining the recession by the leaseholder so that new lease contracts could be concluded. These<br />
commercial units were then converted into <strong>Geox</strong> shops. As a result of these investments we opened shops inside the shopping<br />
malls in: Sassari, Casal Bertone, Vicenza, Savona, Bologna (Gran Reno shopping center) and in the town centers of Genoa,<br />
Perugia, Palermo, Reggio Emilia, Milan, Bergamo, Ferrara, Terni, Bari, Reggio Calabria, Cosenza and Klagenfurt. We also<br />
inaugurated two shops in France and one in Cologne (Germany). Their amortization was calculated on a straight-line based on<br />
the remaining duration of the lease contracts.<br />
- Euro 3,274 thousand for improvements on leased industrial and commercial real estate used as shops, offices, production<br />
plants and warehouses. Investments were made in Italy for Euro 2,212 thousand and abroad for Euro 1,062 thousand, which<br />
refer to industrial real estate and offices (for Euro 1,295 thousand) and to commercial units used as <strong>Geox</strong> shops (for Euro 1,979<br />
thousand).<br />
The “accessory charges on loans” refer to fees paid in 2002 and associated with the checks, the organization and payment of<br />
medium and long-term financing. The amortization is calculated on the basis of the duration of the loan contracts (expiring in<br />
2006).<br />
In 2004 we wrote down improvements for Euro 144 thousand in relation to the New York shop, following its relocation to a larger unit.<br />
B-II) Tangible fixed assets<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Lands and buildings - 7,801 (7,801)<br />
Plants and machinery 5,106 5,897 (791)<br />
Industrial and commercial equipment 3,631 3,459 172<br />
Other tangible assets 8,236 7,104 1,132<br />
Intangible assets in progress and payments on account 182 228 (46)<br />
Total 17,155 24,489 (7,334)<br />
The following table shows the movements of tangible fixed assets in 2004:<br />
12/31/2003 Acquisitions<br />
and<br />
capitalizations<br />
Conversion<br />
differences<br />
Depreciation<br />
and<br />
writedowns<br />
Disposal Other<br />
movements<br />
12/31/2004<br />
Lands and buildings 7,801 - - - - (7,801) -<br />
Plants and machinery 5,897 860 11 (951) (269) (442) 5,106<br />
Industrial and commercial equipment 3,459 4,500 - (4,118) (210) - 3,631<br />
Other tangible assets 7,104 3,742 21 (2,575) (107) 51 8,236<br />
Intangible assets in progress and payments<br />
on account<br />
228 181 - - (23) (204) 182<br />
Total tangible fixed assets 24,489 9,283 32 (7,644) (6<strong>09</strong>) (8,396) 17,155
Notes to the Consolidated Financial Statements<br />
Tangible fixed assets as at December 31, 2004 were worth Euro 17,155 thousand after depreciations for Euro 6,970 thousand,<br />
write-downs for Euro 674 thousand, investments for Euro 9,283 thousand and net disinvestments for Euro 6<strong>09</strong> thousand.<br />
The column “other movements” refers to company transactions described in the Foreword generated by the exit from the scope of<br />
consolidation of the real estate companies Nottingrom S.r.l. and Shoe Factory Holding Sro following their transfer to related parties<br />
completed in early 2004, the purchase from LIR S.r.l. of the company branch in charge with the Group’s management and<br />
coordination and the merger of <strong>Geox</strong> Holding B.V. into <strong>Geox</strong> S.p.A.<br />
The investments made involved mainly:<br />
- the purchase of plants and equipment for the automatic sorting of parcels to be shipped, for mass production and preparation<br />
of samples. The purchase was made by <strong>Geox</strong> S.p.A. (for Euro 363 thousand) and by Notech Kft. (for Euro 523 thousand);<br />
- the purchase of industrial equipment (mainly moulds for soles) by <strong>Geox</strong> S.p.A. (Euro 3,224 thousand), Wortec S.r.l. (Euro<br />
485 thousand) and by Notech Kft. (Euro 768 thousand);<br />
The tangible fixed assets include Euro 20 thousand of industrial equipment and Euro 218 thousand of plants and equipment leased<br />
from <strong>Geox</strong> S.p.A. and recorded according to the financial method.<br />
The item “industrial and commercial equipment” was decreased by Euro 669 thousand following the complete write-down of moulds<br />
still available on December 31, 2004 but no longer in use.<br />
The item “other assets” is composed as follows:<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Electronic machines 1,641 1,335 306<br />
Fixtures and furnishings 6,436 5,328 1,108<br />
Motor vehicles and internal means of transport 146 192 (46)<br />
Other assets 13 249 (236)<br />
Total 8,236 7,104 1,132<br />
The relevant acquisitions refer to fixtures and furnishings for <strong>Geox</strong> shops in Italy and abroad (Euro 2,444 thousand), office and show<br />
room furniture (Euro 163 thousand) and purchase of hardware (Euro 731 thousand).<br />
The item “Intangible assets in progress and payments on account” include the purchase of a hardware by IBM that will enable us to<br />
expand the AS 400 system when it will become operational in early 20<strong>05</strong>.<br />
B-III-2) “Receivables from others”<br />
These include:<br />
The receivables from others, compared to those recorded as at December 31, 2003 are listed below.<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Receivables from others due within 12 months 236 68 168<br />
Receivables from others due beyond 12 months 2,089 1,702 387<br />
Total 2,325 1,770 555<br />
The receivables from others due within one year refer to preliminary amounts paid for the purchase of company branches with the<br />
purpose of opening new selling points in Italy and abroad.<br />
The receivables from others due beyond one year refer mainly to guarantee deposits for consumption and lease contracts for shops.<br />
All the receivables due over one year will be due within 5 years.<br />
67
C) Current assets<br />
C-I) Inventory<br />
The composition of this item is illustrated in the following table:<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Raw materials 19,424 19,268 156<br />
Work-in-progress and unfinished products 1,140 29 1,111<br />
Contracts in progress - 186 (186)<br />
Finished goods and goods for resale 58,252 41,685 16,567<br />
Furniture and office equipment 693 - 693<br />
Total 79,5<strong>09</strong> 61,168 18,341<br />
The stock of finished products includes also goods in travel purchased in the Far-East.<br />
The value of the inventory does not substantially differ from the current costs at the end of the fiscal year.<br />
The item “Furniture and equipment” refers to the purchase of furniture which will be re-sold to franchisee opening new <strong>Geox</strong> Shops.<br />
The increase of inventories for finished products and goods for resale is explained by the increase in volumes thanks to the growth<br />
of the Group.<br />
Inventory is net of the stock depreciation reserve, which is considered appropriate for a cautious valuation of finished products of<br />
the previous collections and of raw materials no longer in use. Below are the movements of the stock depreciation reserve:<br />
Balance at January 1, 2004 1,758<br />
Allocations 2,752<br />
Use (1,758)<br />
Balance at December 31, 2004 2,752<br />
The depreciation reflects the adjustment to the market value (based on statistical data) following the sale of stock. It is also noted that<br />
there is no significant difference between the valuation in the financial statements and the net realizable value.<br />
C-II) Receivables<br />
This item shows an overall total of Euro 72.761 thousand (Euro 69,646 thousand as at December 31, 2003) with an increase by<br />
Euro 3,115 thousand. The conditions for collection have not changed.<br />
C-II-1) “Trade receivables”<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Gross value 61,<strong>05</strong>5 48,275 12,780<br />
Value adjustments (437) (411) (26)<br />
Net value 60,618 47,864 12,754<br />
Receivables from customers went up by Euro 12, 754 thousand compared to December 31, 2003 following the growth of revenues.<br />
These receivables include around Euro 41 million of bank receipts paid in subject to collection but not yet expired at period end.<br />
The receivables, worth Euro 61,<strong>05</strong>5 thousand, can be broken down as follows:<br />
- Italy: Euro 47,327 thousand<br />
- EU: Euro 5,944 thousand<br />
- Outside EU: Euro 7,784 thousand<br />
The Group continues to apply the management practice that so far has enabled it to grow despite the very high rates. According to
Notes to the Consolidated Financial Statements<br />
this practice, a client’s order is not fulfilled until they have fully paid the goods of the previous collection. This management logic<br />
allows us to limit the investment in current assets despite the fast growth.<br />
The receivables are adjusted to their presumed realizable value by allocating a specific reserve calculated by reviewing each credit<br />
rating. The reserve at period end represents a cautious estimate of the existing risk. The movements of this reserve is illustrated<br />
below:<br />
Balance at January 1, 2004 411<br />
Allocations 76<br />
Use (50)<br />
Balance at December 31, 2004 437<br />
It is worth pointing out that the clients insolvency risk is almost non-existent as we have concluded contracts with factoring and<br />
credit insurance companies whereby the transfer of credits is limited to a request to the factor of assuming the risk on the clients<br />
within the overdraft previously agreed. The transfer becomes actually without recourse only after the factor has been formally<br />
notified that the client did not make the payment within the terms agreed. In light of these clauses, the contract can be substantially<br />
considered a credit insurance, which becomes an actual credit transfer without recourse only after a formal notification of missed<br />
payment.<br />
For this reason, the receivables transferred are kept among the assets of the balance sheet. Below is the information about the receivables<br />
as at December 31, 2004:<br />
- receivables for which a collateral was requested in 2004 are worth Euro 326,446 thousand in Italy and Switzerland and<br />
Euro 10,933 thousand in the USA;<br />
- the clients that were actually transferred without recourse, for which we received a payment from the insurance company in<br />
2004 were worth Euro 867 thousand.<br />
C-II-4) “Receivables from parent companies”<br />
The receivables from parent companies were completely paid by LIR S.r.l. in 2004.<br />
C-II-4 - bis) “Tax receivables”<br />
Tax receivables were Euro 5,392 thousand, as shown below:<br />
Within one year Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
- provisions for taxation receivables 529 137 392<br />
- from VAT authorities 4,863 10,935 (6,072)<br />
- severance indemnity tax credit - 1 (1)<br />
Total 5,392 11,073 (5,681)<br />
VAT receivables refer mainly to the parent company <strong>Geox</strong> S.p.A. and relate to the VAT paid on finished products imported from<br />
Eastern Europe and the Far East. These receivables will be used to offset the VAT due on next year’s sales.<br />
C-II-4 - ter) “Deferred income tax assets”<br />
The receivables for deferred income tax assets came to Euro 4,569 thousand, as indicated below.<br />
Within one year<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
- receivables for deferred income tax assets 4,140 2,3<strong>09</strong> 1,831<br />
Over one year<br />
- receivables for deferred income tax assets 429 1,577 (1,148)<br />
Total 4,569 3,886 683<br />
69
The table shows the dynamics of the receivables for prepaid taxes, a description of the items and the temporal difference from<br />
which the receivable emerged. Receivables for prepaid taxes are shown net of the deferred tax fund referring to the same<br />
periods:<br />
12/31/2004 12/31/2003<br />
Tax losses carried forward 2,753 3,529<br />
Stock depreciation reserve and returns 1,581 1,380<br />
Receivables 20 31<br />
Supplementary client indemnity 191 217<br />
Representation expenses 81 66<br />
Mould depreciation 249 -<br />
Other 35 -<br />
Total deferred tax assets 4,910 5,223<br />
Advanced amortizations (1<strong>05</strong>) (132)<br />
Imi contribution (71) (62)<br />
Dividends (165) -<br />
Other - (16)<br />
Total deferred tax liabilities (341) (210)<br />
Balance of deferred tax 4,569 5,013<br />
Write-down - (1,127)<br />
Total deferred tax 4,569 3,886<br />
The tax loss recorded by the parent company <strong>Geox</strong> S.p.A. was used to offset the tax profit of the period. In addition, with regards<br />
to the foreign subsidiaries, in 2004 we entered deferred tax receivable on the back losses that gave reasonable certainty that they<br />
will be collected. The prepaid taxes on tax losses brought forward as at December 31, 2004 were Euro 2,753 thousand and<br />
referred to <strong>Geox</strong> USA (Euro 1,442 thousand), <strong>Geox</strong> Japan (Euro 524 thousand), <strong>Geox</strong> Canada (Euro 290 thousand) and other<br />
Group companies (Euro 497 thousand).<br />
The parent company calculated the deferred taxes – for the corporate income tax – applying the ordinary tax rate of 33%. If it had<br />
applied the reduced rate of 20% to which listed companies are entitled (see paragraph on “tax payables”), the result would have<br />
shown lower receivables for tax deferred for Euro 950 thousand.<br />
The receivables for prepaid taxes due beyond one year are due within 5 years.<br />
C-II-5) “Other receivables”<br />
Others receivables from were Euro 2,182 thousand, as shown below:<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
- from suppliers for advance payments 221 149 72<br />
- other receivables 1,961 2,124 (163)<br />
Total 2,182 2,273 (91)<br />
The item “other receivables” includes:<br />
• Euro 230 thousand for a contribution pertaining to the year 2002 granted (but not yet paid) by the Istituto S. Paolo Imi for<br />
the purpose of developing a research project on footwear with leather soles;<br />
• a receivable from an Italian factor for Euro 507 thousand representing the value of claims transferred but not yet repaid and<br />
Euro 122 thousand from an US factor;<br />
• a receivable from a factor for Euro 149 thousand representing the difference between the face value of the receivables<br />
transferred with recourse by Wortec S.r.l. to a factoring company and the value of the advance payment received. With<br />
regards to the accounting principle applied, we chose the one that considers the loss of credit availability and the
Notes to the Consolidated Financial Statements<br />
financial benefit obtained more relevant than the permanent risk of recourse of receivables. This risk was correctly<br />
highlighted in the memorandum accounts.<br />
- an insurance refund yet to be collected for Euro 374 thousand;<br />
- a deposit payment for a preliminary contract related to the purchase of a company branch for Euro 350 thousand.<br />
C-III) Financial activities not constituting fixed assets<br />
C-III-6) “Other securities”<br />
This item worth Euro 15,682 thousand consists of a cash investment in BNL bonds for Euro 15,000 thousand made by <strong>Geox</strong> S.p.A.<br />
whose first interest coupon becomes payable in March 20<strong>05</strong> at the rate of 2.3<strong>05</strong>% and of securities under deposit purchased by<br />
the subsidiary Wortec S.r.l. (Euro 682 thousand). Wortec S.r.l. purchased those securities as collateral for a surety granted by a bank<br />
in favor of the Romanian customs office in consideration of the large number of temporary imports of raw materials that are<br />
processed in the country. Temporary imports are exempt from VAT and customs duties.<br />
At the time of preparing these Notes, the parent company <strong>Geox</strong> S.p.A. disinvested the BNL bonds due to treasury needs and<br />
collected their face value.<br />
Securities are not quoted.<br />
C-IV) Cash and banks deposits<br />
The amount of Euro 50,569 thousand refers to money available in current accounts for Euro 50,477 thousand, bank checks for Euro<br />
9 thousand and cash liquidity for Euro 83 thousand. The money available in the current account refer to temporary availability<br />
waiting to be used to pay suppliers. The increase in cash is due to cash flows generated by the operations and to the income resulting<br />
from the share capital increase approved at the same time as the subscription public offering (Euro 39,<strong>05</strong>8 thousand). The liquidity<br />
on current accounts receives an interest from a minimum of 2% to a maximum of 2.55%, depending on the duration of the time<br />
deposit. The maximum deposit time is one month, expiring on January 21, 20<strong>05</strong>.<br />
D) Accrued income and prepaid expenses<br />
The prepaid expenses as at December 31, 2004 were Euro 6,340 thousand, with accrued income worth Euro 26 thousand. Below<br />
is the composition of this item.<br />
Prepaid expenses<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
- taxes on contribution 5,341 6,104 (763)<br />
- lease repayments 469 153 316<br />
- Payments of phone expenses 27 21 6<br />
- commercial information 142 86 56<br />
- Computer maintenance 53 64 (11)<br />
- advertising 49 326 (277)<br />
- other prepaid expenses 259 206 53<br />
Subtotal 6,340 6,960 (620)<br />
Accrued income<br />
- other 26 - 26<br />
Subtotal 26 - 26<br />
Total 6,366 6,960 (594)<br />
The item “taxes on contribution” includes the fiscal charges pertaining to future periods connected with the company restructure<br />
implemented in 2001. This cost is connected, through the technique of prepaid expenses, with the future tax benefits resulting from<br />
the company restructure, which will manifest over a period of ten years. The amount referring to the next fiscal year is Euro 763<br />
thousand, the one referring to a period between one and five years is Euro 3,<strong>05</strong>2 thousand while Euro 1,526 refer to a period<br />
beyond five years.<br />
71
Notes to the main liability items<br />
A) Shareholders’ equity<br />
The movements of the items composing the shareholders’ equity for 2004 are indicated in the enclosed prospect. The prospect<br />
illustrates also the reclassifications necessary to highlight the effects of the reverse merger mentioned earlier on the net shareholders’<br />
equity. Below is a comment on the main items.<br />
A-I) “Share capital”<br />
The Share Capital as at December 31, 2004 amounted to Euro 25,850 thousand and is fully paid up.<br />
This item cannot be compared to the previous period because, as previously indicated, following the merger by incorporation of<br />
<strong>Geox</strong> Holding B.V. into <strong>Geox</strong> S.p.A., the ideal items of the shareholders’ equity were reclassified in order to represent the share<br />
capital of <strong>Geox</strong> S.p.A. resulting from the merger and, now, parent company of the Group.<br />
The share capital is composed by 258,500,000 shares with a face value of Euro 0.10 each.<br />
On December 1, 2004 the subscription public offer was completed. As a result the share capital was increased by Euro 850<br />
thousand – going from Euro 25,000 thousand to Euro 25,850 thousand – by issuing 8,500,000 new shares.<br />
A-II) “Share premium reserve”<br />
This provision saw an increase of Euro 38,208 thousand following the public offering of the shares mentioned earlier. More<br />
specifically, 8,316,250 shares were subscribed at the price of Euro 4.60 while 183,750 shares were subscribed by Group’s<br />
employees at a price of Euro 4.37 with a discount of 5% reserved to staff.<br />
A-III) “Revaluation reserve”<br />
The revaluation reserve deriving from the application of international accounting principles for countries with hyperinflation<br />
(Romania) was written off in 2004 following the transfer of the real estate company.<br />
A-IV) “Legal reserve”<br />
This item cannot be compared to the previous period because the legal reserve was created, following the reclassification already<br />
mentioned, using a part of the profit of the previous years carried forward in order to represent the reserve amount available for<br />
<strong>Geox</strong> S.p.A.<br />
This reserve cannot be distributed.<br />
A-VII) “Other reserves”<br />
The other reserves are created by the translation reserve of financial statements expressed in currencies other than the Euro.<br />
These reserves cannot be distributed.<br />
A-VIII) “Profit carried forward”<br />
This item includes the results of previous fiscal years.<br />
During 2004, this item was decreased by Euro 10,000 thousand following the distribution of dividend income to the parent<br />
company LIR S.r.l. deliberated by <strong>Geox</strong> Holding B.V.<br />
The table below is a comparison between shareholders’ equity and operating result of the parent company with the consolidated<br />
shareholders’ equity and operating result:
Description Profit (loss) for<br />
the fiscal year<br />
2004<br />
Shareholders’ equity and profit (loss) for the fiscal year of<br />
the parent company<br />
Notes to the Consolidated Financial Statements<br />
Shareholders’<br />
equity<br />
12/31/2004<br />
Profit (loss) for<br />
the fiscal year<br />
2003<br />
Shareholders’<br />
equity<br />
12/31/2003<br />
31,486 307,458 (489) 229,481<br />
Effect of the reverse merger on the shareholders’ equity after the merger - (25,222) - -<br />
Shareholders’ equity and profit (loss) for the fiscal year of<br />
the parent company net of transactions within the Group<br />
Elimination of adjustments and allocations created only in application of<br />
tax standards<br />
Difference between book value and proportional value of subsidiaries’<br />
shareholders equity<br />
31,486 282,236 (489) 229,481<br />
(307) - 7 275<br />
- (16,893) 218 434<br />
Proportional profit (loss) achieved by investee companies 37,975 37,975 7,263 7,263<br />
Capital gains attributed to assets on the date of acquisition of the investee<br />
companies<br />
- - (6) 299<br />
Consolidation differences (41) 241 (38) 266<br />
Elimination of the effect of other transactions performed between<br />
consolidate companies<br />
Adjustments made to adapt the accounting principles to those of the<br />
Group<br />
(16,149) (154,320) 21,813 (173,411)<br />
(37) 1,137 1,817 4,184<br />
Other adjustments (302) 2 114 57<br />
Shareholders’ equity and consolidated profit (loss) 52,625 150,378 30,699 68,848<br />
These amounts are net of tax effects.<br />
B) Reserves for liabilities and charges<br />
The reserves for liabilities and charges were Euro 10,061 thousand, as indicated in the table.<br />
Balance at<br />
12/31/2003<br />
Use Allocations Other Balance at<br />
12/31/2004<br />
Supplementary client indemnity fund 603 (69) 470 - 1,004<br />
Tax reserve - - 6,281 - 6,281<br />
Returned goods fund and credit note risks 1,260 (1,198) 2,373 (2) 2,433<br />
Other 487 (442) 298 - 343<br />
Total 2,350 (1,7<strong>09</strong>) 9,422 (2) 10,061<br />
The “Supplementary client indemnity fund” is allocated on the basis of normative forecasts and collective economic agreements<br />
regarding situations that may interrupt the mandate given to agents.<br />
The tax reserve, amounting to Euro 6,281 thousand, represents the difference between the rate of 33% of the IRES (corporate income<br />
tax) and the rate of 20% set by the Legislative Decree no. 269 of September 30, 2003 converted by the Law no. 326 of November<br />
24, 2003 to which listed companies are entitled. We will comment on these in more detail in the sections dedicated to tax payables<br />
and taxes on the Income statements.<br />
The returned goods reserve is the best estimate of the charges following the return of goods by clients for sales made up to December<br />
31, 2004.<br />
The reserve for other risks represents an estimate of the lawsuits still underway.<br />
There are no potential liabilities deemed likely that need to be mentioned in these Notes.<br />
73
C) Employees’ severance indemnity<br />
The liability for severance indemnity as at December 31, 2004 was Euro 2,111 thousand, as shown below.<br />
Balance at 12/31/2003 1,977<br />
Increase for new employees 177<br />
Used for termination of employment contracts (584)<br />
Advances granted during the fiscal year (537)<br />
Allocations during fiscal year 1,078<br />
Balance at 12/31/2004 2,111<br />
The allocation for the severance indemnities indicated in the Income Statements for Euro 1,114 thousand results from the sum of the<br />
period allocation (Euro 1,078 thousand) with the indemnity accrued and liquidated in the period (Euro 36 thousand).<br />
The increase due to staff acquisition from the parent company refers to the transfer of company branch from LIR S.r.l. to <strong>Geox</strong> S.p.A.,<br />
as mentioned before.<br />
The prepayments made to employees refer mainly to the incentive given to the staff to buy company shares (within their entitlement)<br />
during the public offering using the severance indemnity fund net of taxes.<br />
D) Payables<br />
The amount of payables as at December 31, 2004, was Euro 123.332 thousand with a decrease of Euro 8,793 thousand compared<br />
to December 31, 2003. The payables refer to the items commented on below.<br />
D-4) “Payables to banks”<br />
Payables to banks were worth Euro 39,530 thousand, as indicated in the statement.<br />
Balance at<br />
12/31/2004<br />
Within<br />
1 year<br />
From<br />
1 to 5 years<br />
Over<br />
5 years<br />
Balance at<br />
12/31/2003<br />
- sole account 820 820 - - 8,151<br />
- order advances account 3,110 3,110 - - 3,010<br />
- notes advances account - - - - -<br />
- loans 35,600 21,466 13,514 620 47,627<br />
Total 39,530 25,396 13,514 620 58,788<br />
The item “sole account” refers to the advances of bank receipts effectively managed by banking institutions without the need for a<br />
contextual crediting in current account. This can be done, within the overdraft limit granted on bank receipts presented, using solely<br />
the current account.<br />
The item “order advances account” refers to the amounts used for orders of Italian clients. According to internal rules, the company<br />
can advance orders up to a maximum 50% of the bank receipts that company plans to pay into that bank.<br />
The loans refer to:<br />
• a loan by Banca Sella for Euro 672 thousand with repayment due on July 2006 used to fund the acquisition and refurbishment<br />
of a commercial company located in Milan, in Corso Vercelli, subsequently converted into a <strong>Geox</strong> Shop.<br />
• a loan by a pool headed by Efibanca S.p.A. for the remaining Euro 33,000 with repayment due by six-monthly instalments<br />
until 04/24/2006. The purpose of the operation was to strengthen the financial structure of the company so that it can support<br />
the growth along internal lines and, if applicable, external lines in a situation of financial balance. The loans included the<br />
possibility to extinguish the loan earlier without penalties in case of listing of the company, provided that the paying off occurs<br />
near the date when the six-monthly instalment is due. The closest due date is April 24.<br />
• loan by S. Paolo IMI for Euro 1,928 thousand issue on December 3, 2002 and due on November 18, 2011 used to fund a
esearch and development project for leather soles.<br />
Notes to the Consolidated Financial Statements<br />
As highlighted in the enclosed cash flow statements, commented in the Directors’ report, the increase of share capital due to the<br />
listing, had the effect of bringing forward the achievement of a net financial position earlier than envisaged. Considering the strong<br />
cash generation of the operations, this financial position would have otherwise been obtained thanks to short-term self-financing. The<br />
growth of the Group occurs within a virtuous circle in which shareholders’ equity and medium-term loans cover the existing noncurrent<br />
assets and the investments for the future, suppliers fund the inventory and banks fund trade receivables, which are in any case<br />
entirely insured.<br />
D-5) “Payables towards other financial institutions”<br />
Payables towards other financial institutions were worth Euro 2,356 thousand, as indicated in the related prospect.<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Other 2,206 53 2,153<br />
Payables to lease companies 150 227 (77)<br />
Total 2,356 280 2,076<br />
Payables towards leasing companies is represented by the instalments not yet due for the equipment and machinery entered in the<br />
financial statements according to the financial method. The leases will expire in 2006.<br />
The item “Other payables” represents mainly:<br />
• a 12-month loan granted by IBM Italia Servizi Finanziari for an original amount of Euro 46 thousand repayable in 4<br />
instalments; the balance as at December 31, 2004 was Euro 46 thousand;<br />
• a loan with Simest, originally concluded by LIR S.r.l. for Euro 1,746 thousand in order to fund a foreign commercial<br />
penetration program, subsequently acquired by <strong>Geox</strong> S.p.A. as a result of the transfer of the company branch between <strong>Geox</strong><br />
S.p.A. and LIR S.r.l. completed on June 30, 2004. The loan is due in 20<strong>09</strong>.<br />
• a 12-month non-interest bearing loan granted by IBM Italia Servizi Finanziari for Euro 88 thousand repayable in 4 instalments;<br />
the balance as at December 31, 2004 was Euro 88 thousand;<br />
• a 18-month non-interest bearing loan granted by IBM Italia Servizi Finanziari for Euro 267 thousand repayable in 6<br />
instalments; the balance as at December 31, 2004 was Euro 88 thousand;<br />
• a loan granted by the Ministry of Industry for Euro 48 thousand due in April 2008. A quota of this loan worth Euro 38<br />
thousand will be due beyond the following fiscal year.<br />
The loans agreed with IBM were granted in relation to investments in hardware and software.<br />
D-7) ”Account payable”<br />
Payables to suppliers as at December 31, 2004 amounted to Euro 64,353 thousand, with an increase of Euro 7,762 thousand in<br />
comparison with December 31, 2003. These payables are due beyond the next fiscal year.<br />
The Group subscribed the forward purchases of currency and options on exchange rates. These cover operations were taken into<br />
account when determining the balance of the payables towards suppliers.<br />
The payables towards suppliers for Euro 64,353 thousand can be broken down as follows:<br />
- Italy: Euro 32,562 thousand<br />
- EU: Euro 3,489 thousand<br />
- Outside EU: Euro 28,302 thousand<br />
D-11) “Payables to parent companies”<br />
The payables to parent companies represented the debt that the Group had towards LIR S.r.l. These payables were completely written<br />
off during the year.<br />
75
D-12) “Taxes payable”<br />
Taxes payable were Euro 9,669 as at December 31, 2004. Their breakdown is indicated in the relative statement.<br />
Payables to tax authorities:<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
- Income taxes for the year 8,029 9,811 (1,782)<br />
- Withholding taxes 1,184 634 550<br />
- VAT payable 455 - 455<br />
- other 1 18 (17)<br />
Total 9,669 10,463 (794)<br />
Following the listing, <strong>Geox</strong> S.p.A. could benefit from tax incentives introduced by the Legislative Decree no. 269 of September 30,<br />
2003 and converted by the Law no. 326 of November 24, 2003. According to the decree, the company listed in a stock exchange<br />
market of a EU member-state after October 2, 2003 and until December 31, 2004, the rate of the corporate income tax (IRES) is<br />
reduced to 20% for the tax period of the listing and in the following two years. The maximum taxable income subject to reduce tax<br />
rate is Euro 30 million for each fiscal year. Another incentive is the one established by the same Decree, which allows companies to<br />
deduct the costs borne for the admission to the listing from the taxable income, but only for 2004.<br />
The amount of the corporate income tax payable was calculated by the parent company applying the reduced tax rate according to<br />
the mechanism described above.<br />
However, the European Commission notified the Italian Ministry for Foreign Affairs about its decision to assess whether the said<br />
incentives are compatible with the EU legislation with regards to State aids. As the decree might be abrogated as a result of the EU<br />
procedure, the parent company prudentially allocated the difference between the tax amount obtained applying ordinary tax rate<br />
(33%) and the one obtained applying the reduced one (20%) as well as the effect of the lifting of the tax relief on the expenses born<br />
for the listing into the tax fund .<br />
The tax payables will be due within the next fiscal year.<br />
D-13) “Social security charges”<br />
They refer mainly to social security payments pertaining to the fiscal year 2004 and paid in 20<strong>05</strong>.<br />
D-14) “Other payables”<br />
The item “other payables”, worth Euro 5,738 thousand, refer mainly to payables towards employees for December salaries and<br />
premiums and for annual leave accrued but not yet used as at December 31, 2004 (for Euro 2,764 thousand) and to guarantee<br />
deposits for Euro 1,801 thousand, received by third parties as a collateral for company lease contracts (<strong>Geox</strong> Shops).<br />
Payables towards personnel are due within the next fiscal year<br />
E) Accrued expenses and deferred income<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
- Accrued expenses 715 773 (58)<br />
- Deferred income 39 55 (16)<br />
Total 754 828 (74)<br />
Accrued liabilities refer mainly to interest on loans (Euro 219 thousand), interest on exchange rate risk cover operations (Euro 212<br />
thousand) and to the difference of swap interest rates (Euro 149 thousand).<br />
This item includes the deferred income on the contribution for expenses and research mentioned previously (Euro 38 thousand).
Memorandum accounts<br />
Risks assumed by the company:<br />
Personal guarantees<br />
Notes to the Consolidated Financial Statements<br />
- surety granted to the leaseholder of the shop in Hamburg as a collateral for rental payments by the subsidiary <strong>Geox</strong><br />
Deutschland GmbH. The annual rental is Euro 180 thousand;<br />
- commitments for Euro 782 thousand as a guarantee to solvency of <strong>Geox</strong> USA Inc. within the limits of the overdraft of<br />
$970,000;<br />
- surety for Euro 2,532 thousand granted by <strong>Geox</strong> S.p.A. to Assicuratrice Edile S.p.A. expiring on December 31, 2004 in<br />
relation with an insurance guarantee for a VAT refund obtained by a related company;<br />
- commitments for Euro 1,000 thousand as a guarantee to solvency of <strong>Geox</strong> Japan KK within the limits of the overdraft.<br />
Risks deriving from credit transfers<br />
- recourse risks towards factoring companies for the amount of the receivables transferred to the factoring company on 12/<br />
31/2004 with the recourse clause (Euro 1,457 thousand);<br />
Commitments undertaken by the company:<br />
Takeover rights for lease contracts<br />
- the company concluded a preliminary contract for taking over a real estate leasing contract in case the leaseholder, i.e. a<br />
related company, should not pay the rentals related to industrial real estate the company uses on the basis of lease contracts.<br />
The remaining rentals due are Euro 4,993 thousand.<br />
Currency bought forward<br />
- Euro 36,159 thousand ($45,000,000 at the average exchange rate of around 1.24) connected with the cover of purchase<br />
of shoes from the Far East expressed in US Dollars.<br />
Currency sold forward<br />
- Euro 1,866 thousand ($2,500,000 at the average exchange rate of 1.34) connected with the sale cover of Dollars.<br />
Foreign exchange options<br />
Other<br />
- right to purchase Euro 40,395 (equivalent to $50,000,000 at the average exchange rate of 1,24) connecting with the<br />
purchase cover of footwear from the Far East expressed in US Dollars.<br />
- the parent company concluded deeds for the lease of company branches to be converted into shops. These deeds are<br />
currently on hold. In case the deeds are executed, <strong>Geox</strong> S.p.A. will pay Euro 800 thousand as consideration;<br />
- the parent company concluded a preliminary contract for the purchase of a company branch whose consideration has been<br />
agreed in Euro 1,950 thousand of which 350 thousand already paid as a deposit.<br />
77
Notes to the main items of the Income Statements<br />
A) Value of production<br />
A-1) “Revenues from sales and services”<br />
Revenues from sales and services came to a total of Euro 340,<strong>05</strong>0, as indicated in the relative statement.<br />
2004 2003 Change<br />
Typical revenue 336,873 251,174 85,699<br />
Revenue from raw materials 982 1,<strong>05</strong>4 (72)<br />
Other revenues 2,195 1,824 371<br />
Total 340,<strong>05</strong>0 254,<strong>05</strong>2 85,998<br />
The turnover saw an increase by Euro 85,998 thousand. The breakdown of the revenues from sales of company products as at<br />
December 31, 2003 by activity sector as well as by geographical area is provided in the tables below and in the Directors’<br />
report.<br />
The revenues from raw materials refer exclusively to the sale to third parties. The sale of raw materials to suppliers from which the<br />
company subsequently purchased the finished product were more appropriately classified in the item “Other revenues” (A5)<br />
Revenues by activity sector<br />
The breakdown of revenues by activity sector is as follows:<br />
2004 2003 Change<br />
Shoes 294,983 229,608 65,375<br />
Clothing 11,002 5,983 5,019<br />
Shops takings 30,888 15,583 15,3<strong>05</strong><br />
Total 336,873 251,174 85,699<br />
Revenues by geographical area<br />
The revenues from sales and services by geographical area can be broken down as follows:<br />
2004 2003 Change<br />
Italy 191,271 159,474 31,797<br />
Abroad 148,779 94,578 54,201<br />
Total 340,<strong>05</strong>0 254,<strong>05</strong>2 85,998<br />
Further details on the breakdown of revenues can be found in the Directors’ Report.<br />
A-5) “Other revenues and income”<br />
The composition of this item is shown in the following table:<br />
2004 2003 Change<br />
Ordinary revaluations 122 149 (27)<br />
Sale of promotional material (31) 280 (311)<br />
Extraordinary income 322 314 8<br />
Insurance indemnities 407 20 387<br />
Expenses and research contribution 17 28 (11)<br />
Rent income 3,813 2,657 1,156<br />
Sundry income 4,192 2,121 2,071<br />
Manufacturings 265 431 (166)<br />
Revenue from raw materials 9,416 10,338 (922)<br />
Use of funds 1,164 511 653<br />
Sale of sundry goods 3,041 960 2,081<br />
Total 22,728 17,8<strong>09</strong> 4,919
Asset rentals refer to <strong>Geox</strong> shops owned by the Group and franchised to third parties.<br />
Notes to the Consolidated Financial Statements<br />
The item “other income” includes the recharges made to suppliers in the Far East for penalties worth Euro 2,046 thousand, recharges<br />
made for re-processing worth Euro 270 thousand and Euro 1,070 thousand for “expenses to be redebited” whose balancing entry<br />
is in the item “Other operating expenses” (B14).<br />
Revenues connected with raw materials refer to the sale, mainly to suppliers in the Far East, of patented soles and membranes that<br />
will be used to produce finished products subsequently bought by the Group. We deemed appropriate to classify these revenues<br />
under this item in order to highlight more clearly the true revenues related to <strong>Geox</strong>-branded products.<br />
The use of funds refers to the reserve for returned goods. The item “sale of sundry goods” includes the sale of furniture, of information<br />
packs on <strong>Geox</strong> Shops franchised to third parties, of machinery and assets by the subsidiary Wortec.<br />
B) Costs of production<br />
B-6) “For raw materials, ancillaries, consumables and finished goods”<br />
The costs for purchases of goods came to a total of Euro 147,719 thousand as indicated in the relative table.<br />
2004 2003 Change<br />
Raw materials 35,703 42,999 (7,296)<br />
Finished goods 101,858 64,638 37,220<br />
Products for samples collections 1,407 1,631 (224)<br />
Promotional material 943 1,527 (584)<br />
Consumable materials and equipment 2,236 1,961 275<br />
Other purchases 5,572 6,121 (549)<br />
Total 147,719 118,877 28,842<br />
These costs are indicated net of returned goods, allowances, discounts and adjustments.<br />
The purchase of finished products for the Far East were concluded in Dollars and include duties and custom certificates. The Group<br />
created cover operations in order to guarantee the exchange rates used in the exchange rate lists. Consequently, we reclassified in<br />
this item all the exchange rate difference on purchases originated by the difference between the exchange rate of the cover and the<br />
actual exchange rate applied for the transaction.<br />
The item “other purchases” includes purchase of fuels and heating oil for Euro 291 thousand, stationery for Euro 151 thousand,<br />
purchase of packaging material for Euro 1,343 thousand, equipment and moulds by the subsidiary Wortec S.r.l. from third-party<br />
suppliers for Euro 1,4<strong>05</strong> thousand and production equipment for Euro 673 thousand.<br />
The item includes also the purchase of furniture for Euro 1,692 thousand by the parent company, which in 2004 started buying<br />
fixtures and furnishings for mono-brand <strong>Geox</strong> shops directly. These fixtures and furnishings are capitalized in the case of shops<br />
owned to be managed directly or franchised to third parties, or sold if the shop is furnished directly by the franchisee. The purchases<br />
re treated as inventory like goods and are included in the year end inventories as undistributed stock.<br />
B-7) “Related to services”<br />
The costs for the purchase of services, whose composition is indicated in the related table, were worth Euro 95,664 thousand.<br />
2004 2003 Change<br />
Salaries to members of the Board of Directors 73 131 (58)<br />
Technical services 19,603 21,357 (1,754)<br />
Telephone 1,084 856 228<br />
Transport - Duties 15,607 11,913 3,694<br />
Services and consultancy 7,082 7,780 (698)<br />
Credit and other insurances 2,431 1,906 525<br />
Commissions 9,495 8,198 1,297<br />
Traveling indemnity 3,249 2,960 289<br />
Auditors’ fees 116 93 23<br />
Other 36,924 31,672 5,252<br />
Total 95,664 86,866 8,798<br />
79
Technical services refer to the costs of external processing made by the subsidiaries Notech and Technic Development Romania and<br />
to the costs for quality controls.<br />
The commissions payable refer mainly to the costs borne by the parent company <strong>Geox</strong> S.p.A.<br />
The other services include advertising and promotion costs that refer to the production of advertising campaigns and to TV and press<br />
advertising, in Italy and abroad. The item includes also bank fees, maintenance expenses, software assistance costs and utilities.<br />
The salaries paid to directors and statutory auditors of <strong>Geox</strong> S.p.A. for the fiscal year 2004 are shown below. These amounts include<br />
also the fees for the performance of their function also in other companies included in the scope of consolidation.<br />
Name and<br />
Surname<br />
Mario Moretti<br />
Polegato<br />
Diego Bolzonello Managing<br />
Director<br />
Stefano<br />
Romito<br />
Enrico Moretti<br />
Polegato<br />
Position Period in<br />
which the<br />
position was<br />
held<br />
Position<br />
end date<br />
Remuneration<br />
for the position<br />
held in the<br />
company<br />
preparing<br />
the financial<br />
statements in<br />
Euro<br />
Nonmonetary<br />
benefits<br />
Bonuses<br />
and other<br />
incentives<br />
Other<br />
payments<br />
Chairman Fiscal year 2004 (*) 25,000 - - -<br />
Director Until<br />
07/27/2004<br />
Director From<br />
07/27/2004<br />
Francesco Gianni Director From<br />
07/27/2004<br />
Umberto Paolucci Director Starting from<br />
12/01/2004<br />
Alessandro<br />
Antonio Giusti<br />
Bruno<br />
Barel<br />
Giuseppe<br />
Gravina<br />
Renato<br />
Alberini<br />
Giuseppe<br />
Fabiane<br />
Director From<br />
12/01/2004<br />
Director From<br />
12/01/2004<br />
Director From<br />
12/01/2004<br />
Director From<br />
12/01/2004<br />
Chairman of Until<br />
the Board of<br />
Statutory Auditors<br />
10/20/2004<br />
Paola Pascoli Statutory Auditor Until<br />
10/20/2004<br />
Stefano Bordin Statutory Auditor Until<br />
10/20/2004<br />
Fabrizio<br />
Colombo<br />
Chairman of From<br />
the Board of<br />
Statutory Auditors<br />
10/20/2004<br />
Achille Frattini Statutory Auditor From<br />
10/20/2004<br />
Andrea Luca<br />
Rosati<br />
Statutory Auditor From<br />
10/20/2004<br />
Fiscal year 2004 (*) 10,010 1,668 - 211,000<br />
(*) In office until the approval of the Financial Statements for the year ending on December 31, 2006..<br />
- 17,981 - - 13,198<br />
(*) - - - -<br />
(*) - - - -<br />
(*) - - - -<br />
(*) - - - -<br />
(*) - - - -<br />
(*) - - - -<br />
(*) - - - -<br />
- 43,486 - - 5,881<br />
- 29,412 - - 3,921<br />
- 29,412 - - 3,921<br />
(*) - - - -<br />
(*) - - - -<br />
(*) - - - -<br />
The Board of Directors and the Board of Statutory Auditors currently in office were appointed on December 1, 2004 and October<br />
20, 2004 respectively.
B-8) “For use of assets owned by others”<br />
Notes to the Consolidated Financial Statements<br />
The costs for use of assets owned by others were Euro 11,425 thousand and refer mainly to the rentals of the selling points directly<br />
managed by the commercial companies or leased to third parties and to rentals of instrumental and civil real estate. Their increase<br />
is the direct consequence of the increase in the number of <strong>Geox</strong> shops directly managed or leased to third parties and of new<br />
industrial warehouses rented.<br />
B-9) “For employees”<br />
Costs for employees increased from Euro 27,513 thousand to Euro 33,753 thousand, with a net difference of Euro 6,240 thousand<br />
due to the increase in the number of staff connected with the strengthening of the policy that the company is pursuing in order to cope<br />
with the growth of the operations. The breakdown of these costs is indicated in the Income Statements.<br />
The average number of employees by category is illustrated in the following table:<br />
2004 2003 Change<br />
Senior Managers 13 11 2<br />
Office employees 544 465 79<br />
Workers/ Clerical workers 2,048 1,949 99<br />
Total 2,6<strong>05</strong> 2,425 180<br />
B-10) “Depreciation/amortization and write-downs”<br />
For details of the depreciations and amortizations see the related annex.<br />
B-10-c) “Other write-downs in the carrying value of non-current assets”<br />
This item includes the write-down made by <strong>Geox</strong> S.p.A. of moulds no longer in use as well as the write-down performed by the<br />
subsidiary <strong>Geox</strong> Retail Inc. (the US branch) in relation to the New York shop, which will be closed and relocated in larger<br />
premises.<br />
B-10-d) “Write-downs of receivables included in the current and liquid assets”<br />
As already mentioned when commenting the item “trade receivables”, this amount corresponds to the write-down of receivables that<br />
we thought it was appropriate to allocate in an adequate proportion to the risk of the receivable.<br />
B-12) “Risk provisions”<br />
These are the allocations to the provision account (Euro 298 thousand).<br />
B-13) “Other provisions”<br />
This item includes the allocations the client indemnity provision (Euro 470 thousand) and to the reserve for returned goods and<br />
creditnotes that the company forecasts to be issuing (Euro 2,373 thousand).<br />
B-14) “Other operating expenses”<br />
The item “other operating expenses” were worth Euro 1,987 thousand, as indicated in the table.<br />
2004 2003 Change<br />
Contingent liabilities 290 282 8<br />
Ordinary capital losses 47 90 (43)<br />
Other expenses 1,102 645 457<br />
Non-deductible costs 11 15 (4)<br />
Non-income taxes 244 163 81<br />
Contributions to associations 42 10 32<br />
Donations 46 27 19<br />
Other charges 2<strong>05</strong> 174 31<br />
Total 1,987 1,406 581<br />
81
C) Financial income and expensees<br />
C-16) “Other financial income”<br />
The item “other financial income” was worth Euro 898 thousand, as illustrated in the table.<br />
From securities included in current assets:<br />
2004 2003 Change<br />
Interest income on securities 28 17 11<br />
Total 28 17 11<br />
Other sundry income:<br />
Bank interest receivable 236 34 202<br />
Interest income from clients 36 336 (300)<br />
Other financial income 598 411 187<br />
Total 870 781 89<br />
It includes interest on loans towards parent companies (LIR S.r.l.) for Euro 174,516 and financial discounts obtained by suppliers by<br />
bringing forward the payment deadlines for invoices payables.<br />
C-17) “Interest payable and similar charges”<br />
Other financial income was Euro 5,067 thousand, as shown in the table.<br />
2004 2003 Change<br />
Bank interest receivable and charges 899 1,911 (1,012)<br />
Interest expenses on loans 1,353 1,415 (62)<br />
Sundry interest expenses 945 275 670<br />
Discounts and financial allowances 1,870 1,<strong>05</strong>5 815<br />
Total 5,067 4,656 411<br />
Other interest payable included Euro 1<strong>09</strong> thousand for exchange rates covering operations and Euro 815 thousand for rates<br />
covering operations.<br />
The growth of financial charges was mainly due to the cash discounts for payments received by foreign purchase groups. Their<br />
increase was connected to the turnover increase.<br />
C-17bis) “Profit and loss on foreign exchange”<br />
2004 2003 Change<br />
Difference receivable in foreign exchange 3,402 2,143 1,259<br />
Difference payable in foreign exchange (3,566) (3,061) (5<strong>05</strong>)<br />
Total (164) (918) 754<br />
Income taxes for the fiscal year<br />
The income taxes are determined considering the prepaid income and the deferred income that emerged in the period. Prepaid taxes<br />
refer to costs and expenses pertaining to the period but deductible only in subsequent fiscal years and to tax losses for which there<br />
is a high degree of certainly with regards to their recovery.<br />
Below is the detail of the taxes:<br />
2004 2003 Change<br />
Current Italian taxes 14,943 2,006 12,937<br />
Current foreign taxes 1,000 1,<strong>09</strong>5 (95)<br />
Annual fiscal charge in relation to the company restructure<br />
implemented in 2001<br />
763 763 -<br />
Total current taxes 16,706 3,864 12,842<br />
Deferred Italian taxes 584 488 96<br />
Deferred foreign taxes (1,599) (1,256) (343)<br />
Total deferred taxes (1,015) (768) (247)<br />
Total taxes 15,691 3,<strong>09</strong>6 12,595
Notes to the Consolidated Financial Statements<br />
As already mentioned in the section on tax payables, the Company prudentially decided to calculate its tax burden as if the tax<br />
benefits introduced by the Legislative Decree no. 269 of September 30, 2003 and converted by the Law no. 326 approved on<br />
November 24, 2003 did not exist. The tax burden for 2004, if we had taken the tax incentives into account, would have been lower<br />
for Euro 5.4 million.<br />
The table below illustrates the reconciliation between the Group’s actual and theoretical tax charges, calculated on the basis of the<br />
tax rate currently used in Italy (the country of the parent company <strong>Geox</strong> S.p.A., the most significant company of the Group which<br />
became parent company in 2004):<br />
2004 % 2003 %<br />
Profit or loss before tax 68,316 100.0% 33,795 100.0%<br />
Theoretical tax (*) 22,544 33.0% 11,490 34.0%<br />
Actual taxes 15,691 23.0% 3,<strong>09</strong>6 9.2%<br />
This difference can be explained considering: (6,853) (10.0%) (8,394) (24.8%)<br />
1) different tax rates applied by other countries (2,330) (3.4%) (3,994) (11.8%)<br />
2) effect on amortization of trademarks and patents assignment (6,575) (9.6%) (6,797) (20.1%)<br />
3) tax losses for the current fiscal year considered unrecoverable - 0.0% 1,126 3.3%<br />
4) tax losses from previous fiscal years considered recoverable during<br />
this year<br />
5) permanent differences:<br />
(1,162) (1.7%) (1,216) (3.6%)<br />
i) IRAP (Regional Business Tax) and other local taxes 3,314 4.9% 1,736 5.1%<br />
ii) fiscal effect on taxation of dividends 165 0.2% - 0.0%<br />
iii) taxes from previous fiscal years (tax amnesties) - 0.0% 628 1.9%<br />
iv) other non-deductible costs / untaxed income (265) (0.4%) 123 0.4%<br />
Total difference (6,853) (10.0%) (8,394) (24.8%)<br />
(*) Theoretical taxes are calculated applying rates by <strong>Geox</strong>, the Group’s parent company, starting from June 30, 2004 (IRPEG, Tax on Corporations’ Income, for 2003, IRES,<br />
new Tax on Corporations’ Income for 2004).<br />
These Financial Statements are a true and fair representation of the financial position and of the economic result for the fiscal year<br />
2004.<br />
Biadene di Montebelluna (Treviso), February 28, 20<strong>05</strong><br />
On behalf of the Board of Directors<br />
The Chairman<br />
Dr. Mario Moretti Polegato<br />
83
ANNEXES<br />
The following annexes contain additional information to that exposed in the Notes to the Consolidated Financial Statements, of which<br />
they are an integral part.<br />
This information is contained in the following annexes:<br />
- Consolidated Statement of Cash Flow<br />
- Summary of variations of the items in the Consolidated Intangible Fixed Assets<br />
- Summary of variations of the items in the Consolidated Tangible Fixed Assets<br />
- Summary of variations of the Consolidated Shareholders’ Equity<br />
- List of companies consolidated using the line-by-line method
Annex no.1<br />
Reclassified cash flow statements<br />
(In thousands of Euro)<br />
Cash flows generated by operations<br />
Notes to the Consolidated Financial Statements<br />
2004 2003<br />
Net Profit 52,625 30,699<br />
Adjustments to link net profit to assets liquid assets generated by (used for) operations:<br />
Amortization and Write-downs 14,727 11,373<br />
Allocation for (use of) deferred tax fund and other funds 5,858 (783)<br />
Employees severance indemnities matured during the year - net (43) 472<br />
Variation in current assets and liabilities<br />
20,542 11,062<br />
Trade receivables (11,678) (14,678)<br />
Accrued income and prepaid expenses and other assets 5,459 (5,077)<br />
Inventory (18,341) (20,970)<br />
Account payable 7,549 16,434<br />
Accrued liabilities and deferred income 1,290 27<br />
Tax fund (794) 8,915<br />
Variations in long-term assets and liabilities<br />
(16,515) (15,349)<br />
Other long-term assets 376 (622)<br />
376 (622)<br />
Cash flows generated by operations 57,028 25,790<br />
Cash flows generated by capital expenditure<br />
Capital expenditure in intangible fixed assets (21,543) (17,685)<br />
Capital expenditure in tangible fixed assets (9,283) (11,582)<br />
(30,826) (29,267)<br />
Acquisition of business net of the net financial position acquired (495) -<br />
Disposals 964 674<br />
Transfer of real estate activity 9,258 -<br />
Cash flows used for capital expenditure (21,<strong>09</strong>9) (28,593)<br />
Cash flows from financial activities<br />
Dividends (10,000) -<br />
Increase of share capital 39,<strong>05</strong>8 -<br />
Cash flows used for financial activity 29,<strong>05</strong>8 -<br />
(Increase) decrease of net indebtedness 64,987 (2,803)<br />
Net financial position at start of the financial year (40,389) (37,472)<br />
Impact of translation differences on net financial position (230) (114)<br />
Net financial position at the end of the financial year 24,368 (40,389)<br />
(in thousands of Euro) 12/31/2004 12/31/2003<br />
Cash and banks deposits 50,570 13,507<br />
Other current financial activities 15,682 623<br />
Bank borrowings (3,930) (11,161)<br />
Current portion of loans (22,425) (11,841)<br />
Short term dept from other financial institutions - (280)<br />
Short term loan to parent companies - 4,550<br />
Short-term net financial position 39,897 (4,602)<br />
Bank loans (15,529) (35,787)<br />
Long-term net financial position (15,529) (35,787)<br />
Net financial position 24,368 (40,389)<br />
85
Annex no. 2<br />
Statement of changes in consolidated intangible fixed assets at december 31, 2004<br />
(in thousands of Euro)<br />
Starting situation<br />
Formation<br />
and start up<br />
costs<br />
R&D and<br />
Advertising<br />
Costs<br />
Industrial<br />
Patent<br />
Rights and<br />
Use of<br />
Intellectual<br />
Property<br />
Concessions,<br />
Licences,<br />
Trademarks<br />
and Similar<br />
Rights<br />
Goodwill Intangible<br />
assets in<br />
progress<br />
and<br />
payment on<br />
acconts<br />
Other<br />
Intangible<br />
Fixed<br />
Assets<br />
Original cost 208 731 3,581 2,944 19,427 - 12,<strong>05</strong>0 38,940<br />
Revaluation - - - - - - - -<br />
Write-downs - - - - - - - -<br />
Tramslation<br />
differences<br />
Progressive<br />
amortization<br />
Balance at<br />
01/01/2004<br />
Movements recorded<br />
during the year<br />
(3) - (1) (10) - - (73) (87)<br />
(127) (731) (1,883) (1,117) (3,607) - (3,423) (10,888)<br />
77 - 1,698 1,816 15,820 - 8,554 27,965<br />
Acquisitions 8,311 - 1,170 953 2,468 662 7,979 21,543<br />
Merger<br />
Original cost - - - - - - 10 10<br />
Progressive<br />
amortization<br />
Departure from<br />
consolidation area<br />
- - - - - - - -<br />
Original cost - - (2) - - - (177) (179)<br />
Progressive<br />
amortization<br />
Exchange rate<br />
differences<br />
Total<br />
- - 1 - - - - 1<br />
- - - 9 - - 6 15<br />
Net disposals - - (48) - (80) - (31) (158)<br />
Amortzation during<br />
the year<br />
New classifications/<br />
Other movements<br />
Acquisition of<br />
company branch<br />
(235) - (1,048) (349) (2,149) - (3,158) (6,939)<br />
- - - - - - 72 72<br />
Original cost - - 118 - - - - 118<br />
Progressive<br />
amortization<br />
- - (33) - - - - (33)<br />
Write-downs - - - - - - (144) (144)<br />
End situation<br />
Original cost 8,519 731 4,818 3,896 21,815 662 19,904 60,345<br />
Revaluations - - - - - - - -<br />
Write-downs - - - - - - (144) (144)<br />
Translation differences (3) - (1) (2) - - (67) (72)<br />
Progressive<br />
amortization<br />
Balance at<br />
12/31/2004<br />
(362) (731) (2,963) (1,466) (5,756) - (6,581) (17,860)<br />
8,154 - 1,854 2,428 16,<strong>05</strong>9 662 13,112 42,269
Annex no. 3<br />
Statement of changes in consolidated tangible fixed assets at december 31, 2004<br />
(in thousands of Euro)<br />
Fixed Assets Land and<br />
Buildings<br />
Starting situation<br />
Plants and<br />
Machinery<br />
Industrial and<br />
Commercial<br />
Equipment<br />
Notes to the Consolidated Financial Statements<br />
Other<br />
Tangible<br />
Assets<br />
Tangible assets<br />
in pro-gress<br />
and payment<br />
on acconts<br />
Original cost 6,685 8,882 10,171 11,489 228 37,456<br />
Revaluation 1,636 70 - 1 - 1,707<br />
Exchange rate differences - - - - - -<br />
Depreciation reserves (520) (3,<strong>05</strong>5) (6,712) (4,386) - (14,672)<br />
Balance at 01/01/2004 7,801 5,897 3,459 7,104 228 24,489<br />
Movements recorded during the year:<br />
Acquisitions - 860 4,500 3,742 181 9,283<br />
Merger<br />
Original cost - - - (110) - (110)<br />
Progressive depreciation - - - 28 - 28<br />
Departure from<br />
consolidation area<br />
Original cost (6,619) (508) (1) (27) (2<strong>05</strong>) (7,359)<br />
Progressive depreciation 454 134 - 3 - 592<br />
Exchange rate differences - 12 - 21 - 33<br />
Net disposals - (269) (210) (107) (23) (6<strong>09</strong>)<br />
Depreciation - (951) (3,449) (2,571) - (6,970)<br />
Write-downs - - (669) (5) - (674)<br />
New classifications (1) (1) - 1 1 -<br />
Acquisition of company branch<br />
Original cost - - - 193 - 193<br />
Progressive depreciation - - - (37) - (37)<br />
Revaluations at historical cost (1,636) (70) - (1) - (1,707)<br />
Revaluation of depreciation Reserves - - - - - -<br />
End situation:<br />
Original cost 65 8,965 14,461 15,181 182 38,854<br />
Write-downs - - (669) (5) - (674)<br />
Exchange rate differences - 12 - 21 - 33<br />
Depreciation reserves (65) (3,871) (10,161) (6,961) - (21,<strong>05</strong>9)<br />
Balance at 12/31/2004 - 5,106 3,631 8,236 182 17,155<br />
Total<br />
87
Annex no. 4<br />
List of movements in consolidated shareholders’ equity as at december 31, 2004<br />
(in thousands of Euro)<br />
Balance at December 31,<br />
2003<br />
Share<br />
capital<br />
Legal<br />
reserve<br />
Premium<br />
reserve<br />
Translationadjustment<br />
Revaluation<br />
reserve<br />
Profit<br />
(loss)<br />
carried<br />
forward<br />
Profit<br />
(loss)<br />
for fiscal<br />
year<br />
Group’s<br />
shareholders’<br />
equity<br />
200 - 715 (1,<strong>09</strong>1) 1,608 36,717 30,699 68,848<br />
Allocation of result for 2003 - - - - - 30,699 (30,699) -<br />
Translation differences - - - (182) - - - (182)<br />
Dividend distribution - - - - - (10,000) - (10,000)<br />
Disposal of Nottingrom - - - 1,614 (1,608) (6) - -<br />
Disposal of Shoe Factory - - - 22 - (22) - -<br />
Increase in listing 850 - 38,208 - - - - 39,<strong>05</strong>8<br />
Other movements - - - - - 29 - 29<br />
Profit (loss) for the fiscal year 2004 - - - - - - 52,625 52,625<br />
New classifications following<br />
the merger *<br />
Balance at December 31,<br />
2004<br />
24,800 40 (715) - - (24,125) - -<br />
25,850 40 38,208 363 - 33,292 52,625 150,378<br />
* Following the mentioned merger by incorporation of <strong>Geox</strong> B.V. into <strong>Geox</strong> S.p.A. the ideal items of the shareholders’ equity were reclassified in order to represent the Share<br />
Capital and the Legal Reserve of <strong>Geox</strong> S.p.A. as a result of the merger<br />
Annex no. 5<br />
List of companies consolidated using the line-by-line method as at december 31, 2004<br />
Company Name Head Office Fiscal year<br />
end date<br />
Currency<br />
Share<br />
Capital<br />
% of<br />
direct<br />
ownership<br />
% of<br />
indirect<br />
ownership<br />
Total Consolidation<br />
Method<br />
<strong>Geox</strong> S.p.A. Montebelluna (Treviso, Italy) 12/31/2004 Euro 25,850,000 - - - -<br />
Wortec Srl Montebelluna (Treviso, Italy) 12/31/2004 Euro 1,000,000 1.00% 99.00% 100.00% line-by-line<br />
Notech N.H. Kft Budapest (Hungary) 12/31/2004 Euro 40,024 99.00% 1.00% 100.00% line-by-line<br />
Technic Development Srl Timisoara (Romania) 12/31/2004 LEI 10,000,000 1.00% 99.00% 100.00% line-by-line<br />
<strong>Geox</strong> USA Inc. Delaware (USA) 12/31/2004 USD 1 100.00% - 100.00% line-by-line<br />
<strong>Geox</strong> Retail, Inc USA 12/31/2004 USD 50 - 100.00% 100.00% line-by-line<br />
<strong>Geox</strong> Retail France France 12/31/2004 Euro 1,000,000 100.00% - 100.00% line-by-line<br />
Technic Development<br />
Slovakia Sro<br />
<strong>Geox</strong> Uk Ltd<br />
<strong>Geox</strong> Respira S.L<br />
<strong>Geox</strong> Sweden AB<br />
<strong>Geox</strong> France Sarl<br />
<strong>Geox</strong> Suisse S.A.<br />
Slovakia 12/31/2004 SIK 200,000 15.00% 85.00% 100.00% line-by-line<br />
UK<br />
Spain<br />
Sweden<br />
France<br />
Switzerland<br />
<strong>Geox</strong> Deutschland Gmbh Germany<br />
<strong>Geox</strong> Canada Inc.<br />
<strong>Geox</strong> Japan KK<br />
Canada<br />
Japan<br />
New companies included in the consolidation:<br />
12/31/2004 GBP 150,000 100.00% - 100.00% line-by-line<br />
12/31/2004 Euro 200,000 100.00% - 100.00% line-by-line<br />
12/31/2004 SEK 2,295,000 100.00% - 100.00% line-by-line<br />
12/31/2004 Euro 7,630 100.00% - 100.00% line-by-line<br />
12/31/2004 CHF 200,000 100.00% - 100.00% line-by-line<br />
12/31/2004 Euro 500,000 100.00% 100.00% line-by-line<br />
12/31/2004<br />
12/31/2004<br />
Cad 100 100.00% - 100.00% line-by-line<br />
JPY 30,000,000 100.00% - 100.00% line-by-line<br />
<strong>Geox</strong> Retail Holland Netherlands 12/31/2004 Euro 20,000 100.00% - 100.00% line-by-line<br />
<strong>Geox</strong> Asia Pacific Hong Kong 12/31/2004 USD 1,282 100.00% - 100.00% line-by-line
Relazione della società di revisione al <strong>bilancio</strong> consolidato<br />
89
Financial Statements of <strong>Geox</strong> S.p.A.
(in Euro)<br />
Balance sheet - Assets 2004 2003<br />
A) Unpaid share Capital<br />
B) Fixed assets<br />
I. Intangible fixed assets<br />
1) Formation and start-up costs 8,101,537 30,493<br />
2) Research & development and advertising costs - -<br />
3) Industrial patents and intellectual property rights 1,793,866 1,684,612<br />
4) Concessions, licenses and trademarks and similar rights 157,792,077 179,334,940<br />
5) Goodwill 13,062,974 11,<strong>05</strong>7,128<br />
6) Intangible assets in progress and payments on account 369,258 -<br />
7) Other intangible fixed assets 10,654,496 6,698,<strong>05</strong>8<br />
Total intangible fixed assets 191,774,208 198,8<strong>05</strong>,231<br />
II. Tangible fixed assets<br />
1) Lands and buildings - -<br />
2) Plant and machinery 1,742,451 1,580,554<br />
3) Industrial and commercial equipment 2,338,939 1,857,423<br />
4) Other tangible fixed assets 5,581,388 4,7<strong>09</strong>,858<br />
5) Tangible assets in progress and payments on account 181,992 -<br />
Total tangible fixed assets 9,844,770 8,147,835<br />
III. Long-term investments<br />
1) Shareholdings in:<br />
a) subsidiary companies 32,750,974 397,413<br />
d) other companies 106 93,992<br />
2) Receivables<br />
d) Other receivables<br />
- within one year 8,649 23,883<br />
- over beyond one year 615,887 454,706<br />
Total long-term investments 33,375,616 969,994<br />
Total fixed assets 234,994,594 207,923,060<br />
C) Current assets<br />
I. Inventory<br />
1) Raw materials, ancillaries and consumables 554,517 291,313<br />
4) Finished goods and goods for resale 57,025,496 38,863,182<br />
Total inventory 57,580,013 39,154,495<br />
II. Receivables<br />
1) Trade receivables<br />
- within one year 57,699,957 44,590,824<br />
2) From subsidiary companies<br />
- within one year 37,553,868 7,586,435<br />
3) From affiliated and associated companies<br />
- within one year - 11,461,814<br />
4) From parent companies<br />
- within one year - 17,995,457<br />
4-bis) Tax receivables<br />
- within one year 4,329,651 10,329,440<br />
4-ter) Deferred income tax assets<br />
- within one year 2,<strong>09</strong>0,734 1,353,347<br />
- over one year 428,750 1,576,659<br />
5) Other receivables<br />
- within one year 1,449,560 1,035,201<br />
Total receivables 103,552,520 95,929,177<br />
III. Financial current assets<br />
6) Other securities 15,000,000 -<br />
Total financial current assets 15,000,000 -<br />
IV. Cash and banks deposits<br />
1) Banks and postal accounts 44,142,281 6,555,988<br />
2) Checks 5,500 5,500<br />
3) Cash and cash equivalents 29,182 24,901<br />
Total cash and banks deposits 44,176,963 6,586,389<br />
Total current assets 220,3<strong>09</strong>,496 141,670,061<br />
D) Accrued income and prepaid expenses<br />
- various 732,769 721,<strong>09</strong>9<br />
Total accrued income and prepaid expenses 732,769 721,<strong>09</strong>9<br />
TOTAL ASSETS 456,036,859 350,314,220
Financial Statements of <strong>Geox</strong> S.p.A.<br />
(in Euro)<br />
Balance sheet - Liabilities and shareholders’ equity 2004 2003<br />
A) Shareholders’ equity<br />
I. Share Capital 25,850,000 25,000,000<br />
II. Share premium reserve 244,677,996 206,470,258<br />
III. Revaluation reserve - -<br />
IV. Legal reserve 39,611 39,611<br />
VII. Other reserves<br />
- Extraordinary reserve 731,189 731,189<br />
- Payment towards settlement 149,859 149,859<br />
- Conversion reserve (78,904) (79,614)<br />
- Euro rounding-up reserve 4 (3)<br />
- Merger surplus 12,965,042 -<br />
VIII. Profit (loss) carried forward (8,363,221) (7,996,384)<br />
IX. Net profit for the fiscal year 31,486,380 (366,835)<br />
Total shareholders’ equity 307,457,956 223,948,081<br />
B) Reserves for liabilities and charges<br />
1) Severance indemnities and similar obligations 874,362 582,875<br />
2) Tax and deferred tax reserves 6,281,048 -<br />
3) Other 2,711,269 1,665,350<br />
Total reserves for liabilities and charges 9,866,679 2,248,225<br />
C) Employees’ severance indemnity 1,629,504 1,581,036<br />
D) Payables<br />
4) Payables to banks<br />
- due within one year 21,466,386 19,821,436<br />
- due beyond one year 14,133,563 35,438,749<br />
5) Payables towards other financial institutions<br />
- due within one year 781,702 52,797<br />
- due beyond one year 1,357,958 -<br />
7) Account payable<br />
- due within one year 49,294,041 32,747,433<br />
9) Payables to subsidiaries<br />
- due within one year 35,342,240 2,939,787<br />
10) Amounts owed to affiliated companies<br />
- due within one year - 24,155,040<br />
11) Payables to parent companies<br />
- due within one year - 992,529<br />
12) Taxes payables<br />
- due within one year 8,641,600 2,398,784<br />
13) Social security charges<br />
- due within one year 935,244 678,814<br />
14) Other payables<br />
- due within one year 3,007,155 1,624,453<br />
- due beyond one year 1,499,808 1,127,808<br />
Total payables 136,459,697 121,977,630<br />
E) Accrued expenses and deferred income<br />
various 623,023 559,248<br />
Total accrued expenses and deferred income 623,023 559,248<br />
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 456,036,859 350,314,220<br />
Memorandum accounts 2004 2003<br />
Risks assumed by the company:<br />
Personal guarantees 4,494,000 5,452,530<br />
Commitments undertaken by the company:<br />
Leasing contracts 163,889 270,088<br />
Takeover rights for lease contracts 4,993,312 5,849,000<br />
Other commitments 2,400,000 -<br />
Currency bought forward 36,158,978 22,506,884<br />
Currency sold forward 1,865,803 -<br />
Foreign exchange options 40,394,849 22,247,810<br />
Total memorandum accounts 90,470,831 56,326,312<br />
93
(in Euro)<br />
Income Statements 2004 2003<br />
A) Value of production<br />
1) Revenues from sales and services 325,766,032 247,381,897<br />
2) Inventory change for work-in-progress, unfinished and finished products 18,162,314 17,186,189<br />
5) Other revenue and income 21,029,900 15,043,523<br />
Total value of production 364,958,246 279,611,6<strong>09</strong><br />
B) Costs of production<br />
6) For raw materials, ancillaries, consumables and finished goods 183,715,387 154,911,661<br />
7) Related to services 78,537,498 63,784,278<br />
8) For use of assets owned by others 6,872,502 4,759,283<br />
9) For employees<br />
a) Wages and salaries 13,294,894 12,370,847<br />
b) Social charges 3,928,467 3,549,608<br />
c) Severance indemnity 908,959 815,841<br />
10) Depreciation/amortization and write-downs<br />
a) Amortization of intangible fixed assets 28,194,601 26,534,573<br />
b) Depreciation of tangible fixed assets 4,484,140 3,151,301<br />
c) Other devaluations of fixed assets 668,878 -<br />
d) Write-down of receivables included in current and liquid assets 44,169 93,351<br />
11) Change in inventory of raw materials, ancillaries, consumables and goods (263,204) 171,035<br />
12) Risk provisions 297,807 389,628<br />
13) Other provisions 2,688,637 1,439,265<br />
14) Other operating expenses 1,326,108 1,021,173<br />
Total costs of production 324,698,843 272,991,844<br />
Operating margin (A-B) 40,259,403 6,619,765<br />
C) Financial income and expenses<br />
15) Income from equity investments:<br />
- from subsidiary companies 10,000,000 -<br />
Total income from equity investments 10,000,000 -<br />
16) Other financial income<br />
c) From securities included in current assets 13,262 -<br />
d) Other income 866,888 814,423<br />
- from subsidiary companies 233,625 121,603<br />
- from affiliated companies - 3,917<br />
- from parent companies 354,107 376,204<br />
Total other financial income 10,880,150 814,423<br />
17) Interest payable and similar charges (4,650,866) (4,045,<strong>09</strong>2)<br />
17-bis) Profit and loss on foreign exchange (280,111) (872,458)<br />
Total interest payable and similar charges (4,930,977) (4,917,550)<br />
Total financial income and charges 5,949,173 (4,103,127)
(in Euro)<br />
Financial Statements of <strong>Geox</strong> S.p.A.<br />
Income Statements (continued) 2004 2003<br />
D) Value adjustments in respect of investments<br />
19) Write-downs<br />
a) Shareholdings - (218,318)<br />
Tota value adjustments in respect of investments - (218,318)<br />
E) Extraordinary income and charges<br />
20) Income<br />
21) Charges<br />
- other extraordinary income 342,844 -<br />
- other extraordinary charges 127,7<strong>09</strong> -<br />
Total of extraordinary income and charges 215,135 -<br />
Result before tax (A-B±C±D±E) 46,423,711 2,298,320<br />
22) Income taxes<br />
Current taxes 14,654,202 2,264,003<br />
Deferred taxes 214,032 65,146<br />
Prepaid taxes 69,<strong>09</strong>7 336,006<br />
Total taxes 14,937,331 2,665,155<br />
23) PROFIT (LOSS) FOR THE FISCAL YEAR 31,486,380 (366,835)<br />
It is hereby stated that the above financial statements are true, fair and written in accordance with the accounting records.<br />
On behalf of the Board of Directors<br />
The Chairman<br />
Dr. Mario Moretti Polegato<br />
95
Notes to the Financial Statements
Foreword<br />
The current configuration of the <strong>Geox</strong> Group is the end point of a reorganization process that was completed in the first half of 2004<br />
whose aim was to rationalize the company structure in order to make it coherent and suited to the organization of the Group’s<br />
economic activities and to its development, particularly on foreign markets.<br />
As a result of this reorganization process, <strong>Geox</strong> S.p.A. became the new holding company of the Group. The most significant<br />
operations performed were the following:<br />
Reverse merger of the parent company <strong>Geox</strong> Holding B.V. into <strong>Geox</strong> S.p.A.<br />
<strong>Geox</strong> S.p.A. was entirely owned by <strong>Geox</strong> Holding B.V. On June 30, 2004 the act of merger was registered at the Register of<br />
Companies. With this act, <strong>Geox</strong> Holding B.V., after transferring to <strong>Geox</strong> S.p.A. all its shareholdings in Group companies and the<br />
incorporation of <strong>Geox</strong> Retail Netherlands B.V., which had made some investments in Italy to open some mono-brand shops, was<br />
incorporated through a reverse merger into <strong>Geox</strong> S.p.A. The merger became effective for civil, accountancy and tax purposes on<br />
the registration date of the merger act.<br />
Transfer of the company branch in charge of managing and coordinating the Group<br />
LIR S.r.l., which was the parent company of <strong>Geox</strong> Holding B.V. until its reverse merger into <strong>Geox</strong> S.p.A., assumed subsequently the<br />
role of family holding. On June 30, 2004, LIR S.r.l. transferred to <strong>Geox</strong> S.p.A. its company branch in charge of providing consultancy<br />
coordination and management services to the Group with the purpose of transferring the necessary resources, including the IT<br />
systems, to enable the new holding company to perform the activity of managing and coordinating the Group.<br />
Listing of the Company<br />
On July 27, 2004 the Extraordinary Shareholders’ Meeting resolved to give the Board of Directors the powers to take whatever<br />
action was necessary and appropriate so that the shares of <strong>Geox</strong> S.p.A. could be listed on Mercato Telematico Azionario (Electronic<br />
Equity Market).<br />
The public offer was completed on December 1, 2004, which was part of a Global Offer aimed at the admission of the company<br />
to negotiations on the Mercato Telematico Azionario (Electronic Equity Market) of a maximum of 65,000,000 shares, of which a<br />
maximum of 8,500,000 shares coming from a Share Capital increase of <strong>Geox</strong> S.p.A. – which excluded the stock option in<br />
accordance with the Art. 2441, sub-section 5 of the Italian Civil Code, deliberated by the Extraordinary Shareholders’ Meeting held<br />
on July 27, 2004 – and a maximum of 56,500,000 shares sold by the Shareholder “LIR S.r.l.”.<br />
The Selling Shareholder LIR S.r.l. granted joint bookrunners a purchase option at offer price of further 9,750,000 shares (called<br />
“Greenshoe”).<br />
The exercising of the Greenshoe meant that the total number of shares offered represented 29% of the Company’s Share Capital.<br />
With regards to the nature of the corporate activity, the relevant post-balance sheet events, relations with related companies and<br />
information about the various sectors and geographical areas in which the Group operates, please refer to the Director’s report.<br />
Structure and content of the financial statements<br />
The Financial Statements was prepared in accordance with the provisions of the Italian Civil Code and is composed by:<br />
- the Balance Sheet, prepared according to the structure indicated by articles 2424 and 2424-bis of the Italian Civil Code;<br />
- the Income Statements, prepared according to the structure indicated by articles 2425 and 2425-bis of the Italian Civil<br />
Code;<br />
- the Notes to the Financial Statements, which provides the information required by art. 2427 of the Italian Civil Code, by the<br />
Legislative Decree no. 127/1991 or by other laws. The Notes contain also additional information which we consider necessary in<br />
order to give a true and fair representation of the Group, even if this information is not specifically required by the provisions of the<br />
law.<br />
The report was prepared in accordance with the laws governing consolidated financial statements, which were recently amended<br />
by the Legislative Decree no. 6/2003 (“Reform of company law”). These regulations were interpreted and integrated by the<br />
Accounting principles issued by the Consigli Nazionali dei Dottori Commercialisti e dei Ragionieri (Italian Association of Accountants<br />
and Bookkeepers) and by the Organismo italiano di contabilità (Italian Accounting Standard Setter).<br />
The Balance Sheet and the Income Statements were compared with the figures reported on December 31, 2003.<br />
The enclosed statements present the financial and economic position of the Company.<br />
These are accompanied by the statements containing the variations in the consolidated shareholders’ equity and by the consolidated
cash flow statement.<br />
Notes to the Financial Statements<br />
In accordance with art. 2424-ter of the Italian Civil Code, the items on the Balance Sheet or on the Income Statements were not grouped<br />
together.<br />
Principles adopted for the preparation of the financial statements<br />
The Financial Statements were prepared in compliance with the principles indicated in art. 2423-bis of the Italian Civil Code. More<br />
specifically:<br />
- the individual items were valuated in a cautionary way and assuming the continuation of the company’s activity;<br />
- for the valuation we took account of the risks and of the losses pertaining to the year, even if they became known only after<br />
the end of the fiscal year.<br />
Accounting principles and valuation criteria<br />
The valuation criteria adopted in accordance with art. 2426 of the Italian Civil Code and taking into account also the accounting<br />
principles issued by the Italian Association of Accountants and Bookkeepers were as follows:<br />
Intangible fixed assets<br />
Intangible fixed assets are entered at the purchase or production cost, including accessory charges, and amortized on a straight-line<br />
basis for the period of their projected useful life with the approval of the Board of Statutory Auditors, where necessary.<br />
Below are the amortization periods adopted for the various items constituting the intangible fixed assets:<br />
Formation and start-up costs 5 years<br />
Research & development and advertising costs 5 years<br />
Industrial patents and intellectual property rights 3/5 years<br />
<strong>Geox</strong> trademarks and patents 10 years<br />
Goodwill 10 years<br />
Other Duration of contract<br />
If there is a durable loss of value for the fixed assets, the fixed asset is amortized. If, in the following fiscal years, the reasons for this<br />
amortization cease to exist, the original value will be reinstated.<br />
Formation and start-up costs<br />
Formation and start-up costs are entered in the assets of the Balance Sheet at cost value and directly amortized for no longer than<br />
five years.<br />
Industrial patents and know-how rights<br />
<strong>Geox</strong> trademarks and patents<br />
The amortization period of <strong>Geox</strong> trademarks and patents was set in 10 years in consideration of ongoing research and development<br />
activities carried out by the company, which creates the need to register new technological solutions in replacement of previous one<br />
that have become obsolete before the expiry of the maximum period indicated by the law on industrial properties.<br />
Industrial patents and intellectual property rights<br />
They refer mainly to the implementation and personalization costs of the STEALTH management software and of the management<br />
software of the shops’ network.<br />
The write-downs are a consequence of the amortization calculated in 3 fiscal years on a straight-line basis except for the STEALTH<br />
software, which is amortized in five years in consideration of its future use.<br />
Concessions, licenses and trademarks and similar rights<br />
This item refers mainly to the costs associated with the registration of the GEOX trademark in the countries where the Group<br />
operates.<br />
99
Goodwill<br />
Goodwill refers to capital gains resulting from the purchase of companies and shops, directly managed or franchised. Their useful<br />
life was estimated in 10 years, because we believe that the purchase of companies and shops will provide a useful life to the Group<br />
for that time span and also because it is the standard useful life adopted in the reference sector.<br />
Other<br />
Improvements of third-party goods are amortized for the difference between the projected useful life of the improvement and the<br />
remaining duration of the lease contract of the improved goods.<br />
The indemnities paid for taking over shop contracts and other similar indemnities are amortized based on the remaining duration of<br />
the relative contract.<br />
Tangible fixed assets<br />
Tangible fixed assets are entered at their purchase or building cost including accessory charges for the reasonably attributable part.<br />
Fixed assets are depreciated on a straight-line basis on the basis of economic-technical rates determined in relation to the projected<br />
useful life of the goods. These rates are reduced to a half for those assets that became operational during the period.<br />
Below are the applied rates, which are deemed representative of the projected useful life of the assets:<br />
Plants and machinary 12.50%<br />
Shops’ equipment 15.00%<br />
Industrial and commercial equipment 25.00%<br />
Shops’ fittings 20.00%<br />
Moulds 50.00%<br />
Fixtures and furnishings 12.00%<br />
Shops fixtures and furnishings 30.00%<br />
Electronic machines 20.00%<br />
Cars 25.00%<br />
Internal means of transport 20.00%<br />
If there is a durable loss of value for the fixed assets, regardless of the depreciation already recorded, the fixed asset is depreciated<br />
by an amount equivalent to the loss of value. If, in the following fiscal years, the reasons for this depreciation cease to exist, the<br />
original value will be reinstated.<br />
Long-term investments<br />
The shareholdings are valuated at cost; receivables at the presumed realizable value. The value of the shareholdings entered in the<br />
Financial Statements is determined on the basis of the purchase or subscription price or of the value attributed to the goods conferred.<br />
The cost is reduced in case of permanent value losses registered by the investee companies for which there are no foreseeable profits<br />
of such an entity that can absorb them. If the reasons for the write-down ceased to exist in the following fiscal years, the original<br />
value would be reinstated.<br />
Inventory<br />
Inventory is valuated at the lesser cost between the cost of purchase and production and the estimated realizable value. The<br />
acquisition cost for raw materials is determined on the basis of the weighted average costs of the period including the accessory<br />
charges incurred for the purchase.<br />
The acquisition or production cost of finished goods and goods for resale is determined on the basis of the weighted average costs<br />
for the period including the accessory charges and the direct and indirect production costs for the reasonably attributable part.<br />
Stocks that are obsolete or stocks characterized by a long turnover period are written down on the basis of their possible useful life<br />
or sale value.<br />
Receivables<br />
Receivables are entered according to the presumed realizable value. The adjustment of their face value to the lower realizable value<br />
is made by allocating a specific adjustment reserve for that item.
Other securities that do not constitute fixed assets<br />
Notes to the Financial Statements<br />
Securities are entered at purchase cost reduced (if necessary) in order to adjust it to the presumed realizable value, which can be<br />
obtained from the market performance at the end of the period. If the reasons for the write-down ceased to exist in the following fiscal<br />
years, the original value would be reinstated.<br />
Cash and banks deposits<br />
Cash and banks deposits, which consists of the money held in bank current accounts and of cash in hand, is entered for the amount<br />
actually available at the end of the period.<br />
Accrued income and prepaid expenses<br />
Quotas of expenses or income that extend over two or more fiscal years are entered in this item on an accrual basis and in<br />
accordance with the correlation between costs and revenues.<br />
Reserves for liabilities and charges<br />
The reserves for liabilities and charges are allocated to cover losses or payables of a determined nature that are certain or likely but<br />
whose amount or occurrence was still undetermined at period end.<br />
The allocations reflect the best possible estimates on the basis of the information available at the time of preparing the Financial<br />
Statements.<br />
The possible risks of a liability are indicated in the Notes to the Financial Statements but no allocation is made on a specific reserve<br />
for risks and charges.<br />
Employees’ severance indemnity<br />
This indemnity reflects the liability accrued in favor of staff at the period end, in accordance with current civil and employment<br />
laws.<br />
This liability is subject to revaluation by way of indexes set by the current legislation.<br />
The corresponding debt is entered at face value.<br />
Payables<br />
Payables are entered at their face value.<br />
Accounting of revenues<br />
Revenues are shown net of returned goods, discounts, allowances, premiums and taxes directly related to the sale of goods and the<br />
supply of services.<br />
Revenues for goods sold are recorded upon transfer of ownership, which generally corresponds to the delivery or the shipping of the<br />
goods.<br />
Financial revenues and those revenues deriving from the provision of services are entered on an accrual basis.<br />
Accounting of costs and expenses<br />
Costs and expenses are accounted according to the competence principle.<br />
Contributions to period accounts<br />
Contributions to period accounts are entered directly on the income statement in the period when the documents confirming the<br />
granting of contributions was received. These contributions are not subject to restrictions in relation to their use or refunds.<br />
Dividends<br />
Dividends are accounted in the period in which their distribution was deliberated.<br />
Income taxes for the fiscal year<br />
They are recorded on the basis of the estimated taxable income in accordance with current tax standards of each country. They are<br />
booked net of the down payments, withholdings and tax credits in the item “tax payables” or, if the balance is in credit, in the item<br />
“tax receivables” of the current assets.<br />
101
Deferred taxes<br />
Deferred or advanced taxes are calculated, on the basis of the tax rates as at the closing date of the Financial Statements, as the<br />
temporary difference between assets and liabilities in the civil Balance Sheets and their equivalent fiscal values. Advanced taxes,<br />
including the benefit of tax losses brought forward, are shown when there is a reasonable expectation that the benefit will be<br />
realized. Deferred tax liabilities and prepaid taxes assets are entered in the item “receivables for prepaid taxes”. No allocation of<br />
deferred tax was made in relation to the tax that the company will have to pay on the distribution of undistributed profit obtained by<br />
the subsidiaries, because we believe it is fair to do so in the fiscal year in which the distribution of reserves is deliberated.<br />
Derivative contracts<br />
<strong>Geox</strong> S.p.A uses derivative financial products to manage the fluctuation risk of interest rates and exchange rates of foreign currency<br />
in relation to specific assets or liabilities or assets and liabilities group. The premium or discount on forward contracts (difference<br />
between the spot exchange rate and the forward exchange rate set at the start of the contract) are entered on an accrual basis. With<br />
regards to the interest risks hedging instruments, the difference of interest rates are recorded on the Income Statements according to<br />
the accrual criterion among financial income and charges. The derivative contracts that are still open at the end of each period are<br />
valued in line with the covered assets and liabilities.<br />
Risks, commitments and guarantees<br />
Risks, commitments and guarantees still outstanding at period end are entered in the item Memorandum Accounts.<br />
Conversion criteria of the foreign currency items<br />
Receivables and payables originally expressed in a foreign currency are converted into Euro at the exchange rate of the day the<br />
transaction was completed and adjusted considering the hedging contracts for payables to suppliers still outstanding at the end of<br />
the period. The unrealized differences generated by the exchange rates adjustment are entered in the Income Statement under item<br />
“C17 bis”. The net profit that may result is allocated to a specific reserve that cannot be distributed until the realization of the<br />
difference. The exchange rate differences realized upon collection of receivables and payment of amounts owed in foreign currency<br />
are also entered in the Income Statements in the item “C17 bis”.<br />
Other information<br />
All the values shown in the statements of the Annual Report and in the summary tables of these Notes are expressed in Euro.<br />
Conversion of the Financial Statements of the Swiss branch into Euro<br />
The exchange rates applied for converting the Financial Statements of the Swiss branch into Euro were as follows. They correspond<br />
to the rates given by the Ufficio Italiano Cambi (Italian Foreign Exchange Office):<br />
Currency At 12/31/2004 Average at 12/31/2004 At 12/31/2003<br />
Swiss Franc 1.5429 1.54382 1.5579<br />
Departures from accounting principles in accordance with art. 2423, sub-section 4 of the Civil Code<br />
It was not necessary to depart from the accounting principles in accordance with art. 2423, sub-section 4 of the Civil Code, because<br />
we considered the application of the valuation criteria established by the legislator suitable to give a true and fair representation of<br />
the financial position and of the economic result.<br />
Shareholdings in subsidiaries and affiliated companies<br />
The company owns shareholdings in subsidiaries or affiliated companies, which we will write about later on.<br />
It does not own and did not purchase or sell, during the fiscal year, either directly or through trustee company or other individuals, own<br />
shares or stocks of parent companies.<br />
Elimination of tax interference<br />
In compliance with the changes introduced by the reform of Italian company law in relation to Financial Statements, with particular<br />
reference to the elimination of tax interference, the Company increased in these Notes the value of the tangible fixed assets in proportion<br />
to the effect of the accounting of advance depreciations made in previous periods. Consequently, as indicated by the Italian Accounting<br />
Standard Setter, the Company increased the value of tangible fixed assets as at December 31, 2004 by Euro 343 thousand and<br />
recorded an extraordinary income of the same amount as a balancing entry. At the same time, the Company allocated a deferred tax<br />
fund for Euro 127 thousand.
The table below summarizes the effects of the reversal of tax-driven adjustments:<br />
2004<br />
Operating<br />
profit (loss)<br />
Notes to the Financial Statements<br />
2003<br />
Operating<br />
profit (loss)<br />
Share capital<br />
and equity<br />
reserves<br />
Amounts before reversal of tax-driven adjustments 31,270 (367) 224,315<br />
Tax interference, gross of deferred tax<br />
1. Allocations for advanced deprec/amort reserve 343 (58) 401<br />
Total gross interference 343 (58) 401<br />
related deferred tax (127) 26 (153)<br />
Total interference, net of deferred tax 216 (32) 248<br />
Amounts after reversal of tax-driven adjustments 31,486 (399) 224,563<br />
Accounting of the lease operations<br />
As at December 31, 2004 two financial lease contracts were underway. One was related to industrial plants and equipment, the<br />
other to fixtures and furnishings for a <strong>Geox</strong> shop. If the lease operations had been considered as purchase of goods with<br />
corresponding loans issued by leasing institutes and with depreciations made applying the same criteria as those used for the<br />
technical assets, the shareholders’ equity and the period result would not have been significantly different from those shown in the<br />
Financial Statements.<br />
Extraordinary transactions<br />
The extraordinary transactions mentioned in the foreword led to the acquisition of the following asset values:<br />
Merger with <strong>Geox</strong> Holding B.V.:<br />
Acquisition values<br />
Intangible fixed assets 2,934,608<br />
Tangible fixed assets 242,177<br />
Shareholdings 231,860,324<br />
Other investments 13,103<br />
Receivables from <strong>Geox</strong> S.p.A. 22,075,020<br />
Other receivables 54,255<br />
Accruals and deferred income 23,329<br />
Cash at bank and in hand 9,<strong>05</strong>1,156<br />
Total asset 266,253,972<br />
Net shareholders’ equity 244,825,367<br />
Payables to <strong>Geox</strong> S.p.A. 13,154,740<br />
Other payables 8,273,865<br />
Total liabilities 266,253,972<br />
from which:<br />
Shareholding 231,860,324<br />
Net shareholders’ equity 244,825,367<br />
Merger surplus 12,965,043<br />
Acquisition of company branch from LIR S.r.l.:<br />
Acquisition values<br />
Intangible fixed assets 284,666<br />
Tangible fixed assets 155,917<br />
Receivables from <strong>Geox</strong> S.p.A. 400,000<br />
Receivables 90,786<br />
Prepayments and accrued income 14,741<br />
Total asset 946,110<br />
Severance indemnity 178,<strong>05</strong>6<br />
Payables to <strong>Geox</strong> S.p.A. 135,038<br />
Other payables 553,110<br />
Accruals and deferred income 1,680<br />
Total liabilities 867,884<br />
Disposal price 78,226<br />
103
Supply chain research project<br />
In 2002 the Company applied for a loan from the Ministry of Industry, Commerce and Craftsmanship as a contribution (created by<br />
art. 14 of the Law 46/1982) towards the expenses attributable to the supply chain research project. The primary aim of this project<br />
is reviewing the organizational processes and, in particular, improving the role of supply chain as an innovation tool and as a<br />
support to the competitive advantage acquired.<br />
After the investments in the Research & Development unit made in 2003, which culminated with the introduction of an information<br />
management system connected with the product development process, in 2004 we made interventions in the following units:<br />
- Production, through organizational changes aimed at reducing product throughput times<br />
- Commercial, through the implementation of electronic client order acquisition systems.<br />
- Retail, through the introduction of a demand planning system and a CRM system.<br />
The total of costs associated with this project for 2004 was around Euro 650 thousand for personnel, Euro 237 thousand for<br />
consultancy and Euro 390 thousand for other costs.<br />
Analysis of the items in the balance sheet<br />
B) Fixed assets<br />
In order to makes its reading easier, the Balance Sheet is accompanied by a table that provides the following information for each<br />
group of fixed assets: historical cost, previous amortization/depreciation, movements made in the year and current amortization/<br />
depreciation.<br />
No fixed asset was revaluated or devaluated in previous fiscal years while during the fiscal year in exam, assets owned by the<br />
Company falling in the category of “industrial equipment – moulds” were devaluated.<br />
B-I) Intangible fixed assets<br />
B-I-1) “Formation and start-up costs”<br />
These include:<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Expansion costs 8,101,537 30,493 8,071,044<br />
Total 8,101,537 30,493 8,071,044<br />
These costs are entered among fixed assets and amortized for a few years longer than their projected useful life, for a period not<br />
shorter than the amortization one, calculated over 5 years in constant quotas.<br />
The increase in comparison with 2003 was due to the capitalization of the costs borne for the above-mentioned merger (for Euro<br />
347,741) and for the admission to the listing on the Electronic Equity Market in Milan (for Euro 7,939,301). These costs refer mainly<br />
to fees (Euro 1,270 thousand), charges for advisors (Euro 1,635 thousand), charges for tax diligence, legal and audit charges (Euro<br />
2,296 thousand), advertising and communication (Euro 2,<strong>09</strong>9 thousand) and other expenses (Euro 639 thousand).<br />
The quotation costs were amortized for 1/12 of the annual quota, as the company was listed starting from December 1, 2004.<br />
The residual value to be amortized is completely covered by the available reserves.<br />
B-I-3) “Industrial patents and intellectual property rights”<br />
These include:<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Industrial patents rights 37,208 54,277 (17,069)<br />
Application software 1,756,658 1,630,335 126,323<br />
Total 1,793,866 1,684,612 1<strong>09</strong>,254<br />
The increase was due mainly to the implementation costs incurred for the improvement to the management software used for:
Notes to the Financial Statements<br />
acquiring orders from agents, fulfilling restocking orders via the web, controlling transport costs, creating clients’ packing lists,<br />
managing purchase orders, managing new commercial branches and for personalizing the management software of Italian and<br />
foreign shop network.<br />
During the fiscal year we also renovated the Office area from a technology and IT point of view, the entire infrastructure related to<br />
the Office area, communication and safety.<br />
The write-downs are a consequence of the amortization calculated in 3 fiscal years on a straight-line basis except for the STEALTH<br />
software, which is amortized in five years in consideration of its future use.<br />
This item was also increased by Euro 118,020 related to the acquisition of balances resulting from the transfer of the company<br />
branch from LIR S.r.l. to <strong>Geox</strong> S.p.A., as we mentioned in the foreword.<br />
B-I-4) “Concessions, licenses and trademarks and similar rights”<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Concessions, licenses and trademarks and similar rights 22,235 25,040 (2,8<strong>05</strong>)<br />
Trademarks and patents 157,769,842 179,3<strong>09</strong>,900 (21,540,<strong>05</strong>8)<br />
Total 157,792,077 179,334,940 (21,542,863)<br />
This item is worth Euro 157,792,077 and refers mainly to the residual value of the company branch transfer implemented in 2001<br />
by <strong>Geox</strong> Holding B.V. This transfer included all the <strong>Geox</strong> trademarks and patents. From an economic-corporate point of view,<br />
trademarks and patents are classified in the Balance Sheet as one group denominated “<strong>Geox</strong> trademarks and patents” because, in<br />
acceptance of the interpretation by the valuer in charge of the estimate, the success of the <strong>Geox</strong> trademark and of the innovative<br />
technical solutions (patents) cannot be separated in the mind of the consumer and therefore must be considered closely-connected<br />
and indivisible elements for the Company’s future economic useful life.<br />
The decrease in comparison with December 31, 2004 was due to the combined effect of the annual amortization, which is<br />
calculated in constant quotas over 10 fiscal years, and of the capitalization for Euro 952,544 of the registration, protection and<br />
extension costs of trademarks and patents in various countries worldwide.<br />
B-I-5) “Goodwill”<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Goodwill 13,062,974 11,<strong>05</strong>7,128 2,0<strong>05</strong>,846<br />
Total 13,062,974 11,<strong>05</strong>7,128 2,0<strong>05</strong>,846<br />
Goodwill costs refer to the purchase of company branches in charge of the marketing of the <strong>Geox</strong> trademark through mono-brand<br />
shops in Italy and abroad. Among the main selling point acquisitions of 2004, we opened new shops in Cinisello Balsamo, Milan<br />
– Corso Buenos Aires, Udine – town center, Udine – Città Fiera shopping mall and Vicenza.<br />
This item saw also an increase worth Euro 200 thousand for the goodwill costs related to the purchase from LIR S.r.l. of a company<br />
branch.<br />
The item was also increased by Euro 2,991,581 following the merger by incorporation of <strong>Geox</strong> Retail Netherland B.V. in relation<br />
to the goodwill entered in the financial statements of the incorporated company (Roma – Via Nazionale, Torino – Via Roma, Bologna<br />
– Via Rizzoli).<br />
B-I-6) “Intangible assets in progress and payments on account”<br />
These include:<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Intangible assets in progress and payments on account 369,258 - 369,258<br />
Total 369,258 - 369,258<br />
This item includes the costs for the purchase of software, mainly used to increase capacity of the management control system which<br />
will start to be used in 20<strong>05</strong> and expenses following the takeover of lease contracts for shops that will be converted into <strong>Geox</strong> shops<br />
in 20<strong>05</strong>.<br />
1<strong>05</strong>
B-I-7) “Other intangible fixed assets”<br />
These include:<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Deferred charges (shops) 6,073,285 2,510,622 3,562,663<br />
Accessory charges on loans 120,032 211,744 (91,712)<br />
Improvements to third-party goods 4,438,319 3,947,116 491,203<br />
Other 22,860 28,576 (5,716)<br />
Total 10,654,496 6,698,<strong>05</strong>8 3,956,438<br />
The “deferred charges (shops)” refer to the amounts paid to obtain availability of leased commercial units by taking over existing<br />
lease contracts or obtaining the recession by the leaseholder so that new lease contracts could be concluded. These commercial units<br />
were then converted into <strong>Geox</strong> shops. These charges were amortized based on the remaining duration of the lease contracts. The<br />
increase by Euro 4,353,954 refers to the opening of shops in the following shopping malls: Sassari, Casal Bertone, Vicenza (Le<br />
Piramidi shopping center), Savona (Il Gabbiano shopping center), Bologna (Gran Reno shopping center) and in the town centers of<br />
Genoa, Perugia, Palermo, Reggio Emilia, Milan (Corso Buenos Aires), Bergamo, Ferrara, Terni, Bari, Reggio Calabria, Cosenza and<br />
Klagenfurt.<br />
The amortization for the fiscal year was Euro 791,290.<br />
The “accessory charges on loans” refer to fees associated with the checks, the organization and payment of medium and long-term<br />
loans. The amortization is calculated on the basis of the duration of the loan agreement (expiring in 2006).<br />
The “Improvements on third-party goods” are related to improvements on leased industrial and commercial real estates. Their<br />
amortization is calculated on a straight line based on the remaining duration of the lease contracts. The increases refer to industrial<br />
real estate and offices (for approximately Euro 1,295 thousand) and to commercial units used as <strong>Geox</strong> shops (for Euro 917<br />
thousand).<br />
“Other intangible fixed assets” refer to the amounts paid for the mediation on the lease takeover for the warehouse located in<br />
Giavera del Montello. The decrease can be attributed to the amortization quota.<br />
This item was also increased by Euro 248,340 related to the acquisition of balances resulting from the merger mentioned earlier for<br />
the purpose of making improvements to commercial units.<br />
B-II) Tangible fixed assets<br />
The information required by art. 2427, sub-section 1, no. 2 of the Civil Code are summarized in the annex enclosed to these<br />
Notes.<br />
The variations occurred during the fiscal year for each of the assets are indicated below:<br />
B-II-2) “Plants and machinery”<br />
This item includes:<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Plants and machinery 1,742,451 1,580,554 161,897<br />
Total 1,742,451 1,580,554 161,897<br />
The increase can be attributed to investments made worth Euro 362,716, disinvestments and amortization for Euro 342,232,<br />
acquisition of equity balance arising from the above-mentioned merger for Euro 82,136 and to the reversal of amortization prepaid<br />
in previous fiscal years for Euro 68,000 following the elimination of tax interference in accordance with the changes introduced by<br />
the reform of Italian company law with regards to financial statements, as previously mentioned.<br />
These increases refer mainly to the completion of the automatic sorting machine for parcels to be shipped, located at the Cusignana<br />
plant and to other equipment at the Head Office in Signoressa.
B-II-3) “Industrial and commercial equipment”<br />
These include:<br />
Balance at<br />
12/31/2004<br />
Notes to the Financial Statements<br />
Balance at<br />
12/31/2003<br />
Change<br />
Moulds 2,146,687 1,606,<strong>09</strong>3 540,594<br />
Fair stands 117,000 163,504 (46,504)<br />
Sundry small equipment 75,252 87,826 (12,574)<br />
Total 2,338,939 1,857,423 481,516<br />
The key acquisitions refer to the purchase of moulds for Euro 3,2<strong>05</strong>,835 used for the production of soles and uppers.<br />
The moulds were carefully valuated and as a result, the Company created a “mould depreciation reserve” amounting to Euro<br />
668,878 calculated on all the moulds that were not used in 2004.<br />
B-II-4) “Other assets”<br />
These include:<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Furniture and ordinary office machines 4,078,255 3,564,641 513,614<br />
Electronic machines, computers and telephones 1,462,485 1,077,471 385,014<br />
Motor vehicles and trucks 39,062 65,103 (26,041)<br />
Internal means of transport 1,586 2,643 (1,<strong>05</strong>7)<br />
Total 5,581,388 4,7<strong>09</strong>,858 871,530<br />
The most relevant acquisitions refer mainly to the purchase of fixtures and furnishing for the <strong>Geox</strong> shops and show rooms for Euro<br />
1,662,840, purchase of office furniture for Euro 162,717 and hardware for Euro 872,660. The amortization attributed to this<br />
fiscal year was Euro 2,1<strong>05</strong>,436 calculated on all the amortizable assets as at 12/31/2004 applying the rates considered<br />
representative of their economic-technical useful life – as specified in the comments to the item “Tangible fixed assets” in the section<br />
on valuation criteria. The increases include also Euro 202,038 for the acquisition of equity balances resulting from the abovementioned<br />
merger and Euro 192,714 for the acquisition of equity balances deriving from the acquisition of a company branch,<br />
as mentioned earlier.<br />
The items is further increased by Euro 271,844 following the elimination of tax interference as an effect of accounting of advance<br />
depreciations made in previous periods in compliance with the changes introduced by the reform of Italian company law with<br />
regards to Financial Statements.<br />
B-II-5) “Intangible assets in progress and payments on account”<br />
These include:<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Other intangible assets in progress and payments on account 181,992 - 181,992<br />
Total 181,992 - 181,992<br />
The item includes the purchase of a hardware by IBM that will enable us to expand the AS 400 system when it starts to be used in<br />
20<strong>05</strong>.<br />
107
B-III) Long-term investments<br />
B-III-1) “Shareholdings”<br />
Shareholdings in subsidiary companies Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
<strong>Geox</strong> Deutschland GmbH 5<strong>09</strong>,954 34,954 475,000<br />
<strong>Geox</strong> Sweden A.B. 252,130 11,887 240,243<br />
<strong>Geox</strong> France 7,630 7,630 -<br />
<strong>Geox</strong> Suisse S.A. 136,846 136,846 -<br />
TDR 3 - 3<br />
TDS 677 - 677<br />
Wortec S.r.l. 13,000 - 13,000<br />
<strong>Geox</strong> Respira S. A. 206,031 206,031 -<br />
<strong>Geox</strong> Japan K. K. 2,214 - 2,214<br />
<strong>Geox</strong> USA Inc. 4,404,129 - 4,404,129<br />
<strong>Geox</strong> Canada Inc. 65 65 -<br />
<strong>Geox</strong> Retail France 376,176 - 376,176<br />
Notech 26,6<strong>05</strong>,692 - 26,6<strong>05</strong>,692<br />
<strong>Geox</strong> Retail Holland B.V. 9,642 - 9,642<br />
<strong>Geox</strong> Asia Pacific Ltd. 1,<strong>05</strong>3 - 1,<strong>05</strong>3<br />
<strong>Geox</strong> UK Ltd. 225,732 - 225,732<br />
Total 32,750,974 397,413 32,353,561<br />
The current configuration of the <strong>Geox</strong> Group is the end point of a reorganization process whose aim was to rationalize the company<br />
structure in order to make it coherent and suited to the organization of the Group’s economic activities and to its development,<br />
particularly on foreign markets.<br />
In summary, as a result of the reorganization the structure was streamlined, the control chain within the <strong>Geox</strong> Group was shortened<br />
and <strong>Geox</strong> S.p.A. became the Group’s new operational holding company.<br />
<strong>Geox</strong> Holding B.V. transferred all its shareholdings to <strong>Geox</strong> S.p.A. before being incorporated.<br />
Following this structural change, <strong>Geox</strong> S.p.A. became the parent company and now holds 100% of all the subsidiaries, directly and<br />
indirectly.<br />
The Company capitalized some subsidiaries in order to provide them with adequate financial instruments with which they can<br />
develop the business in their country. More specifically, Euro 225, 732 were transferred to <strong>Geox</strong> UK, Euro 475,000 to <strong>Geox</strong><br />
Deutschland and Euro 240,242 to <strong>Geox</strong> Sweden.<br />
Moreover, during the year the Company set up <strong>Geox</strong> Retail Holland B.V., which manages the research, purchasing and restructuring<br />
of trading companies with the aim of converting them into mono-brand shops in the Dutch market. These companies, once they have<br />
become <strong>Geox</strong> Shops, are managed directly or franchised to local partners.<br />
<strong>Geox</strong> Asia Pacific was set up in September 2004 with the purpose of developing the market in South-East Asia.<br />
In accordance with Art. 2426, point 3 of the Civil Code, wherever the book value of the shareholdings is higher than the<br />
shareholders’ equity, the shareholding was not depreciated as it was assumed that they do not represent permanent value<br />
losses.<br />
Shareholdings in other companies Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
<strong>Geox</strong> Usa Inc. - 93,886 (93,886)<br />
Conai 5 5 -<br />
Le Torri d’Europa S.C. Arl. 101 101 -<br />
Total 106 93,992 (93,886)
Notes to the Financial Statements<br />
The membership fee for the Consorzio Imballaggi CONAI (packaging consortium) and for the consortium of the “Le Torri d’Europa”<br />
shopping center were recorded in this item. The decrease in the item “Shareholdings in other companies” is connected to the fact<br />
that the equity investment in <strong>Geox</strong> USA Inc. went from 2% to 100% as a result of the company restructure mentioned earlier and it<br />
was therefore more adequately reclassified in the item “shareholdings in subsidiaries”.<br />
B-III-2) “Receivables from others”<br />
Within 1 year Between 1<br />
and 5 years<br />
Over 5 years Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Guarantee deposits 8,649 615,887 - 624,536 478,589 145,947<br />
Total 8,649 615,887 - 624,536 478,589 145,947<br />
This item includes:<br />
- guarantee deposits for utilities, rentals, car hire, etc. (Euro 332,675);<br />
- guarantee deposits on preliminary amounts paid for the purchase of company branches with the purpose of opening new<br />
selling points in Italy (Euro 291,861).<br />
C) Current assets<br />
C-I) Inventory<br />
This inventory refers to:<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Raw materials, ancillaries and consumables 554,517 291,313 263,204<br />
Finished goods and samples 34,535,258 27,071,5<strong>09</strong> 7,463,749<br />
Fixtures and furnishings 692,848 - 692,848<br />
Goods in travel 21,797,390 11,791,673 10,0<strong>05</strong>,717<br />
Total 57,580,013 39,154,495 18,425,518<br />
The increase of inventories for finished products and goods for resale is explained by the increase in volumes thanks to the growth<br />
of the Company.<br />
The stock of finished products and samples was entered net of an adequate stock depreciation reserve, which reflects the depreciation<br />
of obsolete products (i.e. of previous collections) for Euro 2,968,921.<br />
The movements of this reserve are as follows:<br />
Balance at<br />
12/31/2003<br />
Use Allocation Balance at<br />
12/31/2004<br />
Stock depreciation fund 2,028,657 (2,028,657) 2,968,921 2,968,921<br />
Total 2,028,657 2,028,657 2,968,921 2,968,921<br />
The depreciation is mainly related to fine products belonging to previous collections. The depreciation reflects the adjustment to the<br />
market value (based on statistical data) following the sale of stock. It is also noted that there is no significant difference between the<br />
valuation in the financial statements and the net realizable value.<br />
The item “Furniture and equipment” refers to the purchase of furniture which will be re-sold to franchisee opening new <strong>Geox</strong> Shops.<br />
C-II) Receivables<br />
C-II-1) “Trade receivables”<br />
These receivables are broken down as follows:<br />
Balance at Balance at Change<br />
12/31/2004 12/31/2003<br />
Clients and invoices to be issued 16,721,578 19,039,001 (2,317,423)<br />
Credit notes to be issued (22,394) (23,553) 1,159<br />
Portfolio for collection 41,232,881 25,778,593 15,454,288<br />
Receivables in litigation 15,043 34,215 (19,172)<br />
Bills in the portfolio 132,239 125,669 6,570<br />
Total 58,079,347 44,953,925 13,125,422<br />
Bad debt reserve (379,390) (363,101) (16,289)<br />
Net value 57,699,957 44,590,824 13,1<strong>09</strong>,133<br />
1<strong>09</strong>
The item clients and invoices to be emitted net of credits worth Euro 16,699,184” is broken down as follows:<br />
- Italian clients - Euro 7,577,169<br />
- EU clients - Euro 3,719,657<br />
- Clients outside EU – Euro 5,402,358<br />
The depreciation reserve increased as a result of the allocation that we believe was appropriate to make, in adequate proportion to<br />
the risk on the receivables.<br />
The movements of the bad debt reserve can be analyzed as follows:<br />
Balance at<br />
12/31/2003<br />
Use Allocations Foreign<br />
exchange<br />
difference<br />
Balance at<br />
12/31/2004<br />
Deductible bad debt reserve 1,377 (1,377) 1,332 - 1,332<br />
Taxed bad debt reserve 361,724 (27,370) 42,837 867 378,<strong>05</strong>8<br />
Total 363,101 (28,747) 44,169 867 379,390<br />
The clients insolvency risk is almost non-existent as we have concluded contracts with an important Italian factoring company<br />
whereby the transfer of credits is limited to a request to the factor of assuming the risk on the clients within the overdraft previously<br />
agreed. The transfer becomes actually without recourse only after the factor has been formally informed that the client did not make<br />
the payment within the terms agreed. In light of these clauses, the contract can be substantially considered a credit insurance, which<br />
becomes an actual credit transfer without recourse only after a formal notification of missed payment.<br />
For this reason, the receivables are kept among the assets of the Balance Sheet. These Notes provide the following information about<br />
the receivables as at December 31, 2004:<br />
- receivables for which a collateral was requested in 2004 were Euro 321,247,348;<br />
- the clients actually transferred without recourse for which we received payment from the insurance company in 2004 were<br />
worth Euro 844,151.<br />
All the receivables from clients are due beyond one year.
C-II-2) “Receivables from subsidiary companies”<br />
Trade<br />
Receivables<br />
Loans Balance at<br />
12/31/2004<br />
Notes to the Financial Statements<br />
Balance at<br />
12/31/2003<br />
Change<br />
<strong>Geox</strong> France Sarl 212,446 1,956,893 2,169,339 1,218,345 950,994<br />
<strong>Geox</strong> Sweden AB 8,259 466,538 474,797 784,011 (3<strong>09</strong>,214)<br />
<strong>Geox</strong> UK Ltd. 273,569 614,465 888,034 625,661 262,373<br />
<strong>Geox</strong> Deutschland Gmbh 637,255 2,711,002 3,348,257 2,027,073 1,321,184<br />
<strong>Geox</strong> Suisse S.A. 916,483 - 916,483 1,231,258 (314,775)<br />
<strong>Geox</strong> Respira S.A. 1,078,712 538,207 1,616,919 1,071,441 545,478<br />
<strong>Geox</strong> Japan K.K. 78,478 1,889,180 1,967,658 55,6<strong>05</strong> 1,912,<strong>05</strong>3<br />
<strong>Geox</strong> Canada 626,698 594,794 1,221,492 573,041 648,451<br />
<strong>Geox</strong> Retail France 1,407,117 2,753,787 4,160,904 - 4,160,904<br />
Notech 3,351,953 10,000,000 13,351,953 - 13,351,953<br />
<strong>Geox</strong> Usa Inc. 6,241,116 - 6,241,116 - 6,241,116<br />
Tecnic Development Romania 47,522 - 47,522 - 47,522<br />
Wortec S.r.l. 541,780 - 541,780 - 541,780<br />
<strong>Geox</strong> Retail Usa 21,554 - 21,554 - 21,554<br />
<strong>Geox</strong> Asia Pacific Ltd. - 50,294 50,294 - 50,294<br />
<strong>Geox</strong> Retail Holland B.V. 286,288 249,478 535,766 - 535,766<br />
Total 15,729,230 21,824,638 37,553,868 7,586,435 29,967,433<br />
Trade receivables were Euro 15,729,230 and refer mainly to goods supplied. Financial receivables came to Euro 21,824,638 of<br />
which Euro 11,824,638 for loans with interest at market rates and Euro 10,000,000 for dividends deliberated by the subsidiary<br />
Notech but not yet paid to <strong>Geox</strong> S.p.A.<br />
Loans were granted in relation to the activity carried out by the subsidiaries in the development of the network of franchised shop<br />
abroad.<br />
The comparison with the previous fiscal year is not significant unless the next item is taken into account (C-II-3 “Receivables from<br />
affiliated and associated companies”).<br />
No write-downs were made on these receivables and there are no receivables due beyond one year.<br />
C-II-3) “Receivables from affiliated and associated companies”<br />
These include:<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
<strong>Geox</strong> Retail France - 139,082 (139,082)<br />
Notech - 4,181,341 (4,181,341)<br />
<strong>Geox</strong> USA Inc. - 6,342,960 (6,342,960)<br />
Technic Development Romania - 8,108 (8,108)<br />
Wortec S.r.l. - 427,243 (427,243)<br />
Technic Development Slovakia - 2,107 (2,107)<br />
<strong>Geox</strong> Retail Netherlands B.V. - 360,4<strong>09</strong> (360,4<strong>09</strong>)<br />
Nottingrom - 564 (564)<br />
Total - 11,461,814 (11,461,814)<br />
The decrease of receivables from affiliated companies in comparison to 2003 is due to the fact that, following the company<br />
restructure mentioned earlier, <strong>Geox</strong> S.p.A. became the parent company holding 100% of the subsidiaries. The balance of receivables<br />
for 2004 was more appropriately reclassified among the receivables from subsidiaries, as mentioned above.<br />
111
C-II-4) “Receivables from parent companies”<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
<strong>Geox</strong> Holding B.V. - 13,445,457 (13,445,457)<br />
LIR S.r.l. - 4,550,000 (4,550,000)<br />
Total - 17,995,457 (17,995,457)<br />
The decrease of receivables from <strong>Geox</strong> Holding B.V. is due to the fact that, following the merger between <strong>Geox</strong> S.p.A. and <strong>Geox</strong><br />
Holding B.V., the mutual relationship of receivables and payables was written off.<br />
Financial and commercial receivables towards the parent company LIR S.r.l. were completely collected in September 2004.<br />
C-II-4 - bis) “Tax receivables”<br />
These include:<br />
Within one year<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
- from VAT authorities 3,023,924 9,856,365 (6,832,441)<br />
- VAT from abroad claimed back 804,980 195,517 6<strong>09</strong>,463<br />
- receivables for tax paid abroad 500,747 277,558 223,189<br />
Total 4,329,651 10,329,440 (5,999,789)<br />
The receivables for taxes paid abroad include Euro 442,425 arising from taxes that the Swiss branch paid directly to the foreign<br />
country which are likely to be collected in Italy, in order to avoid double taxation (in accordance with art. 165 of the Italian Tax<br />
Code).<br />
C-II-4 - ter) “Deferred income tax assets”<br />
These include:<br />
Within one year<br />
Receivables from tax authorities<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
- receivables for deferred tax assets 2,<strong>09</strong>0,734 1,353,347 737,387<br />
Total 2,<strong>09</strong>0,734 1,353,347 737,387<br />
Due beyond one year<br />
Receivables from tax authorities<br />
- receivables for deferred tax assets 428,750 1,576,659 (1,147,9<strong>09</strong>)<br />
Total 428,750 1,576,659 (1,147,9<strong>09</strong>)<br />
In the last few fiscal years, the Company created a receivable for deferred tax assets, in application of the accounting principle.<br />
In the course of 2004, this receivable was adjusted on the basis of its use and of the new allocations following the temporary<br />
differences created.<br />
Deferred tax assets are those accrued on costs and expenses (clients’ indemnity towards agents, write-down of receivables and stock<br />
depreciation) pertaining to the current year and to the previous years but deductible in the following fiscal years, which are very<br />
likely to be recovered. The tax loss recorded in the previous fiscal years was used in its entirety to offset the tax profit of the fiscal<br />
year.<br />
In the year the Company also allocated deferred tax liabilities on an expense contribution issued by San Paolo IMI, which will be<br />
taxed in the fiscal year of the payment, and on dividends deliberated by the subsidiary Notech but not yet paid, which will be taxed<br />
on the moment of actual payment. Deferred tax liabilities were allocated contextually to the elimination of tax inference, which was
connected to the amortization advanced in the previous fiscal years.<br />
Below is the list of movements of the receivable for deferred tax assets:<br />
Within<br />
1 year<br />
Notes to the Financial Statements<br />
Between 1<br />
and 5 years<br />
Balance at 01/01/2004 1,353,347 1,576,659 2,930,006<br />
Variation of deferred taxes receivable for 2004 1,013,982 (1,147,9<strong>09</strong>) (133,927)<br />
Variation of deferred taxes payable for 2004 (276,595) - (276,595)<br />
Total 2,<strong>09</strong>0,734 428,750 2,519,484<br />
The breakdown of the receivable for deferred taxes is illustrated below:<br />
(in thousands of Euro)<br />
Balance at<br />
12/31/2004<br />
total<br />
Balance at<br />
12/31/2003<br />
Stock depreciation reserve and returns 1,997 1,225<br />
Receivables 87 90<br />
Supplementary client indemnity 191 217<br />
Reinstatement of advanced amortizations/depreciation (1<strong>05</strong>) -<br />
Representation expenses 81 72<br />
Imi contribution (71) (65)<br />
Dividend distribution (165) -<br />
Mould depreciation 249 -<br />
Tax losses carried forward - 1,110<br />
Other 255 281<br />
Total deferred taxes 2,519 2,930<br />
Consistently with the tax rate used to calculate the tax burden for the current fiscal year, the Company calculated the deferred taxes – for<br />
the Corporation tax – applying the ordinary tax rate of 33%. If it had applied the reduced rate of 20% to which listed companies are<br />
entitled (see paragraph on “tax payables”), the result would have shown lower receivables for tax deferred for Euro 851,389.<br />
The receivables for prepaid taxes due beyond one year are due within 5 years.<br />
C-II-5) “Others receivables”<br />
These include:<br />
Within one year:<br />
Other receivables:<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
- from suppliers for advance payments 106,301 133,566 (27,265)<br />
- other receivables 1,343,259 901,635 441,624<br />
Total 1,449,560 1,035,201 414,359<br />
Sundry receivables include Euro 229,816 for a contribution pertaining to the year 2002 granted (but not yet paid) by the Istituto S.<br />
Paolo IMI for the purpose of developing a research project on “New waterproof and breathable leather-sole footwear and related<br />
pilot production test”. This item includes also a receivable towards a factor for Euro 506,731 and a receivable for insurance<br />
indemnity worth Euro 253,118.<br />
113
C-III) Financial current assets<br />
C-III-6) “Other securities”<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Other securities 15,000,000 - 15,000,000<br />
Total 15,000,000 - 15,000,000<br />
This item worth Euro 15,000,000 consists of a cash investment in BNL bonds (non-listed securities) whose first interest coupon<br />
becomes payable in March 20<strong>05</strong> at the rate of 2.3<strong>05</strong>%.<br />
As at today, these securities have been disinvested obtaining a liquidity of Euro 15 million.<br />
C-IV) Cash and banks deposits<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Banks and postal accounts 44,142,281 6,555,988 37,586,293<br />
Checks 5,500 5,500 -<br />
Cash and cash equivalents 29,182 24,901 4,281<br />
Total 44,176,963 6,586,389 37,590,574<br />
The money available in bank accounts, checks and cash on hand are accounted in this item. The money available in the current<br />
account refer to temporary availability waiting to be used to pay suppliers. The increase in cash is due to cash flows generated by<br />
the operations and to the income (Euro 39,<strong>05</strong>7,737) resulting from the share capital increase approved at the same time as the<br />
subscription public offering.<br />
The liquidity on current accounts receives an interest from a minimum of 2% to a maximum of 2.55%, depending on the duration of<br />
the time deposit. The maximum deposit time is one month, expiring on January 21, 20<strong>05</strong>.<br />
D) Accrued income and prepaid expenses<br />
This item includes:<br />
Accrued income<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
- lease repayments 271,948 99,924 172,024<br />
- Payments of phone expenses 26,534 20,765 5,769<br />
- commercial information 141,592 85,9<strong>09</strong> 55,683<br />
- Computer maintenance 53,397 64,086 (10,689)<br />
- advertising 48,841 325,751 (276,910)<br />
- other accrued income 164,569 124,664 39,9<strong>05</strong><br />
Total prepayments and accrued income 706,881 721,<strong>09</strong>9 (14,218)<br />
Prepaid expenses<br />
- other 25,888 - 25,888<br />
Total 732,769 721,<strong>09</strong>9 11,670<br />
Accrued income and prepaid expenses are within one year.
Notes to the main liability items<br />
A) Shareholders’ equity<br />
The movements of the items composing the net shareholders’ equity for 2004 are indicated in the enclosed annex.<br />
Below is a comment on the items constituting the shareholders’ equity.<br />
A-I) “Share Capital”<br />
Notes to the Financial Statements<br />
The Share Capital of Euro 25,850,000 is fully subscribed and paid up and consists of 258,500,000 shares with a face value of<br />
Euro 0.10 each.<br />
On December 1, 2004 the subscription public offer was completed. As a result the Share Capital was increased by Euro 850,000<br />
– going from Euro 25,000,000 to Euro 25,850,000 – through the issuing of 8,500,000 new shares.<br />
A-II) “Share premium reserve”<br />
This provision saw an increase of Euro 38,207,738 following the public offering of the shares mentioned earlier. More specifically,<br />
8,316,250 shares were subscribed at the price of Euro 4.60 while 183,750 shares were subscribed by Group’s employees at a<br />
price of Euro 4.37 with a discount of 5% reserved to staff.<br />
A-IV) “Legal reserve”<br />
This reserve remained unchanged. It was previously increased through the allocation of part of the profit of the fiscal year 2001 as<br />
deliberated by the Shareholders’ Meeting held on <strong>05</strong>/20/2002 that approved the Financial Statements. This reserve cannot be<br />
distributed.<br />
A-VII) “Other reserves”<br />
This item includes:<br />
• the shareholders payment reserve for loss settlements (Euro 149,859);<br />
• the Extraordinary Reserve (Euro 731,189);<br />
• the conversion reserve (Euro 78,904) generated by the inclusion into the Financial Statements of the balance registered by<br />
the Swiss branch. This reserve cannot be distributed;<br />
• the rounding-up reserve (Euro 4);<br />
• the merger surplus (Euro 12,965,042).<br />
The stock option agreed for the listing is adequately described in the Directors’ report.<br />
B) Reserves for liabilities and charges<br />
The composition and the movements of these reserves are as follows:<br />
Balance at<br />
12/31/2003<br />
Use Allocations Balance at<br />
12/31/2004<br />
Supplementary client indemnity fund 582,875 (68,626) 360,113 874,362<br />
Tax fund - - 6,281,048 6,281,048<br />
Returned goods fund and credit note risks 1,259,967 (1,197,5<strong>09</strong>) 2,328,524 2,390,982<br />
Risks fund 4<strong>05</strong>,383 (382,903) 297,807 320,287<br />
Total 2,248,225 (1,649,038) 9,267,492 9,866,679<br />
The “Supplementary client indemnity fund” decreased as a result of the use occurred in the fiscal year and increased following the<br />
allocation made at period end.<br />
The “Reserve for return goods” reflects the cautious valuation of the goods that may be returned by the clients in relation to products<br />
bought during the fiscal year.<br />
The “Risks reserve” reflects the best possible estimate of the lawsuits underway.<br />
115
The tax reserve, amounting to Euro 6,281,048, was created with the allocation of the difference between the rate of 33% of the IRES<br />
(corporate tax) and the rate of 20% set by the Legislative Decree no. 269 of September 30, 2003 converted by the Law no. 326 of<br />
November 24, 2003 to which listed companies are entitled. We will comment on these in more detail in the sections dedicated to tax<br />
payables and taxes on the Income Statements.<br />
There are no potential liabilities deemed likely that need to be mentioned in these Notes.<br />
C) Employees’ severance indemnity<br />
This item registered the following movements:<br />
Balance at 12/31/2003 1,581,036<br />
Increase for acquisition of employees from parent company 178,<strong>05</strong>7<br />
Used for termination of employment contracts (440,<strong>09</strong>5)<br />
Reversal of 0.50% deduction (60,646)<br />
Reversal of 11% substitute tax (4,578)<br />
Payments of additional social security (45,002)<br />
Advances to employees (488,227)<br />
Allocations during fiscal year 908,959<br />
Balance at 12/31/2004 1,629,504<br />
The item is indicated net of the advance payments made to employees.<br />
The increase due to staff acquisition from the parent company refers to the transfer of company branch from LIR S.r.l. to <strong>Geox</strong> S.p.A.,<br />
as mentioned before. The prepayments made to employees refer mainly to the incentive given to the staff to buy company shares<br />
(within their entitlement) during the public offering using the severance indemnity fund net of taxes.<br />
D) Payables<br />
The composition and the movements of this group are as follows:<br />
D-4) “Payables to banks”<br />
It includes:<br />
Within 1 year Between 1<br />
and 5 years<br />
Over 5 years Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
- sole accounts 64 - - 64 7,689,530 (7,689,466)<br />
- order advances accounts 103 - - 103 1,364 (1,261)<br />
- loans 21,466,219 13,513,6<strong>09</strong> 619,954 35,599,782 47,569,291 (11,969,5<strong>09</strong>)<br />
Total 21,466,386 13,513,6<strong>09</strong> 619,954 35,599,949 55,260,185 (19,660,236)<br />
The writing-off of the payables from banks referring to advance payments on orders or portfolio advances on current account is a<br />
direct consequence of the cash flows resulting from the typical activity and from the Share Capital increase following the listing on<br />
the Stock Exchange.<br />
The loans refer to:<br />
- a loan by Banca Sella for Euro 671,944 expiring on July 2006 used to fund the acquisition and refurbishment of a<br />
commercial company located in Milan, in Corso Vercelli, subsequently converted into a <strong>Geox</strong> Shop.<br />
- a loan by a pool headed by Efibanca S.p.A. for the remaining Euro 33,000,000 with repayment due on 04/24/2006. The<br />
purpose of the operation was to strengthen the financial structure of the company so that it can support the growth along internal<br />
lines and, if applicable, external lines in a situation of financial balance. The loan included the possibility to extinguish it earlier<br />
without penalties in case of listing of the company, provided that the paying off occurs near the date when the six-monthly<br />
instalment is due. The closest due date is April 24, 20<strong>05</strong>.<br />
- loan by S. Paolo Imi for Euro 1,927,838 issued on December 3, 2002 and due on November 18, 2011 used to fund a<br />
research and development project for leather soles.
D-5) “Payables towards other financial institutions”<br />
This item worth Euro 2,139,660, of which Euro 781,702 within the year and Euro 1,357,958 beyond one year is composed by:<br />
Notes to the Financial Statements<br />
• a 12-month loan granted by IBM Italia Servizi Finanziari for an original amount of Euro 45,664 repayable in 4 instalments;<br />
the balance as at December 31, 2004 is Euro 45,664;<br />
• a low-rate loan with Simest, originally concluded by LIR S.r.l. for Euro 1,745,946 in order to fund a foreign commercial<br />
penetration program, subsequently acquired by <strong>Geox</strong> S.p.A. as a result of the transfer of the company branch between <strong>Geox</strong><br />
S.p.A. and LIR S.r.l. completed on June 30, 2004. The loan is due in 20<strong>09</strong>;<br />
• a 12-month non-interest bearing loan granted by IBM Italia Servizi Finanziari for Euro 88,044 in 4 instalments; the balance<br />
as at December 31, 2004 is Euro 88,044;<br />
• a 12-month non-interest bearing loan granted by IBM Italia Servizi Finanziari for Euro 266,603 repayable in 6 instalments;<br />
the balance as at December 31, 2004 is Euro 260,006.<br />
The loans agreed with IBM were granted in relation to investments in hardware and software.<br />
D-7) ”Account payable ”<br />
This item consists of:<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Suppliers from Italy (including invoices requested) 21,141,660 15,865,645 5,276,015<br />
Suppliers from abroad (including invoices requested) 28,316,047 17,079,693 11,236,354<br />
Suppliers for advance payments - 3,515 (3,515)<br />
Credit notes to be received (163,666) (201,420) 37,754<br />
Total 49,294,041 32,747,433 16,546,608<br />
The payables refer to finished goods and services. Their increase is connected with the growth of operational volumes.<br />
The Group subscribed forward purchases of currency and options on exchange rates. These hedging operations were taken into<br />
account when determining the balance of the payables towards suppliers.<br />
This payables are due within one year.<br />
D-9) “Amounts owed to subsidiaries”<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
<strong>Geox</strong> Suisse 333,333 173,310 160,023<br />
<strong>Geox</strong> Deutschland GmbH 2,599,657 1,<strong>05</strong>8,762 1,540,895<br />
<strong>Geox</strong> UK Ltd. 526,241 119,892 406,349<br />
<strong>Geox</strong> Sweden AB 221,461 218,695 2,766<br />
<strong>Geox</strong> France Sarl 1,593,225 1,014,128 579,<strong>09</strong>7<br />
<strong>Geox</strong> Respira S.A. 589,000 355,000 234,000<br />
Wortec S.r.l. 4,551,419 - 4,551,419<br />
Notech 23,648,383 - 23,648,383<br />
Technic Development Slovakia 817 - 817<br />
Technic Development Romania 21,3<strong>09</strong> - 21,3<strong>09</strong><br />
<strong>Geox</strong> USA Inc. 4,314 - 4,314<br />
<strong>Geox</strong> Retail USA 513,756 - 513,756<br />
<strong>Geox</strong> Canada 5,247 - 5,247<br />
<strong>Geox</strong> Retail France 510,802 - 510,802<br />
<strong>Geox</strong> Japan K.K. 150,376 - 150,376<br />
<strong>Geox</strong> Retail Holland B.V. 72,900 - 72,900<br />
Total 35,342,240 2,939,787 32,402,453<br />
117
These payable are of a trading nature and refer mainly to the purchase of finished products, and to the services of customer care,<br />
coordination of the network of agents, P.R. and development of the network of franchised shops that the branches provide to <strong>Geox</strong><br />
S.p.A. The increase in the payables towards subsidiaries is connected with the corporate restructure that led to <strong>Geox</strong> S.p.A.<br />
becoming the parent company and controlling, directly or indirectly, the companies that were classified as associated companies in<br />
the previous fiscal year. The comparison with the previous fiscal year, therefore, is significant only if read in conjunction with the next<br />
paragraph. These payables are due within one year.<br />
D-10) “amount owned to affiliated companies”<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
Wortec S. r. l. - 4,346,530 (4,346,530)<br />
Notech - 19,471,250 (19,471,250)<br />
Technic Development Slovakia - 1,6<strong>09</strong> (1,6<strong>09</strong>)<br />
<strong>Geox</strong> USA Inc. - 34,759 (34,759)<br />
<strong>Geox</strong> Retail Netherlands B.V. - 300,892 (300,892)<br />
Total - 24,155,040 (24,155,040)<br />
The decrease of receivables from affiliated companies in comparison to 2003 is due to the fact that, following the company<br />
restructure mentioned earlier, <strong>Geox</strong> S.p.A. became the parent company holding 100% of the subsidiaries. The balance of payables<br />
for 2004 was more appropriately reclassified among the payables from subsidiaries, as mentioned in the previous paragraph.<br />
D-11) “Payables to parent companies”<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
LIR S.r.l. - 992,529 (992,529)<br />
Total - 992,529 (992,529)<br />
Payables towards the parent company LIR S.r.l. were completely written off in the first half of 2004.<br />
D-12) “Taxes payable”<br />
These include:<br />
Payables to tax authorities<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
- Tax 7,718,545 1,904,776 5,813,769<br />
- VAT Belgian Branch 11,997 - 11,997<br />
- Withholding taxes 911,<strong>05</strong>8 494,008 417,<strong>05</strong>0<br />
Total 8,641,600 2,398,784 6,242,816<br />
The tax payable represents a reasonable estimate of the burden for IRES (Corporate Income Tax) and IRAP (Regional Business Tax)<br />
net of the advances and of the deductions made.<br />
Following the listing, <strong>Geox</strong> S.p.A. could benefit from tax incentives introduced by the Legislative Decree no. 269 of September 30, 2003<br />
and converted by the Law no. 326 of November 24, 2003. According to the decree, the company listed in a stock exchange market of<br />
a member-state of the European Union after October 2, 2003 and until December 31, 2004, the rate of the corporate income tax (IRES)<br />
is reduced to 20% for the tax period of the listing and in the following two years. The maximum taxable income subject to reduce tax rate<br />
is Euro 30 million for each fiscal year. Another incentive is the one established by the same Decree, which allows companies to deduct<br />
from the taxable income an amount equivalent to the costs borne for the admission to the listing, but only for 2004.<br />
The amount of the Corporate Income Tax payable was calculated applying the reduced tax rate according to the mechanism<br />
described above.<br />
However, the European Commission notified the Italian Ministry for Foreign Affairs about its decision to assess whether the said
Notes to the Financial Statements<br />
incentives are compatible with the EU legislation with regards to State aids. As the decree might be abrogated as a result of the EU<br />
procedure, the parent company prudentially allocated in the tax fund the difference between the tax amount obtained applying<br />
ordinary tax rate (33%) and the one obtained applying the reduced one (20%) as well as the effect of the lifting of the tax relief on<br />
the expenses born for the listing.<br />
The IRPEF (Personal Income Tax) withheld refers to the amounts that the company deducted from the salaries of employees and<br />
consultants in its capacity as “tax withholding agent”.<br />
D-13) “Social security charges”<br />
These include:<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
- towards INPS, INPDAI, PREVINDAI, FASI 885,379 630,366 255,013<br />
- towards ENASARCO 53,564 44,026 9,538<br />
- towards INAIL (3,699) 4,422 (8,121)<br />
Tota 935,244 678,814 256,430<br />
This item refers to amounts due at period end to Social Security in relation to December salaries, wages and services.<br />
These payables will be due beyond the next fiscal year.<br />
D-14) “Other payables”<br />
These include:<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
- towards employees 1,7<strong>05</strong>,395 1,324,672 380,723<br />
- other payables 2,801,568 1,427,589 1,373,979<br />
Total 4,506,963 2,752,261 1,754,702<br />
Payables to employees include Euro 908,506 for salaries not yet paid, Euro 644,142 for annual leave accrued but not yet used,<br />
Euro 91,203 for fourteenth-month pay and Euro 61,544 for bonuses not yet paid. All these amounts are inclusive of their related<br />
contributions. Sundry payables include Euro 1,800,716 for guarantee deposits received by third parties as collateral for company<br />
lease contracts (<strong>Geox</strong> Shop).<br />
These payables are due within the year for Euro 3,007,155 and beyond one year for Euro 1,499,808.<br />
E) Accrued expenses and deferred income<br />
As at December 31, this group is composed by:<br />
Deferred income<br />
Balance at<br />
12/31/2004<br />
Balance at<br />
12/31/2003<br />
Change<br />
- Expenses and research contribution 38,0<strong>05</strong> 54,927 (16,922)<br />
Total 38,0<strong>05</strong> 54,927 (16,922)<br />
Accrued expenses<br />
- interest payable on foreign exchange covering 212,018 82,183 129,835<br />
- interest payable on loans 218,718 256,494 (37,776)<br />
- interest rate swap differential 149,362 161,530 (12,168)<br />
- liabilities accrued by branch 4,920 4,114 806<br />
Total 623,023 559,248 63,775<br />
Accrued expenses and deferred income are within one year.<br />
119
Commitments risks and memorandum accounts<br />
Risks assumed by the company:<br />
Personal guarantees<br />
• surety granted to the leaseholder of the shop in Hamburg as a collateral for rental payments by the subsidiary <strong>Geox</strong><br />
Deutschland GmbH. The annual rental is Euro 180,000;<br />
• commitments for Euro 782 thousand as a guarantee to solvency of <strong>Geox</strong> USA Inc. within the limits of the overdraft of<br />
$970,000 (equivalent to Euro 782,000);<br />
• surety for Euro 2,532,000 granted by <strong>Geox</strong> S.p.A. to Assicuratrice Edile S.p.A. expiring on December 31, 2004 in relation<br />
with an insurance guarantee for a VAT refund obtained by a related company;<br />
• commitments by <strong>Geox</strong> S.p.A. to guarantee solvency of <strong>Geox</strong> Japan KK within the limits of the overdraft of Euro 1,000,000.<br />
Commitments undertaken by the company:<br />
Leasing contracts<br />
This item, worth Euro 163,889, represent the total value of the expiring leasing payments, to be paid to the leaseholder and the final<br />
redemption indicated by the lease contract (Euro 4,346).<br />
Takeover rights for lease contracts<br />
The company concluded a preliminary contract for taking over a real estate leasing contract if the leaseholder, i.e. a related<br />
company, should not pay the rentals related to industrial real estate which the company uses on the basis of lease contracts. The<br />
remaining rentals due is worth Euro 4,993,312.<br />
Other commitments<br />
• the Company concluded private deeds related to the lease of company branches to be converted into shops. These deeds are<br />
currently on hold. In case the deeds are executed, <strong>Geox</strong> S.p.A. will pay Euro 800,000 as consideration.<br />
• the parent company concluded a preliminary contract for the purchase of a company branch whose consideration has been<br />
agreed in Euro 1,950,000 of which Euro 350,000 already paid as a deposit.<br />
Currency bought forward:<br />
• worth Euro 36,158,978 ($45,000,000 at the average exchange rate of around 1.24) connected with the hedging of<br />
purchases in the Far East expressed in US Dollars.<br />
Currency sale forward:<br />
• worth Euro 1,865,803 ($2,500,000 at the average exchange rate of 1.34).<br />
Foreign exchange options:<br />
• purchase options worth Euro 40,394,849 ($50,000,000 at the average exchange rate of 1.24).
Analysis of the items in the income statements<br />
(in Euro)<br />
A) Value of production<br />
A-1) “Revenues from sales and services”<br />
It includes:<br />
Notes to the Financial Statements<br />
2004 2003 Change<br />
Typical revenues 335,319,282 253,034,243 82,285,039<br />
Raw materials 1,001,939 1,<strong>05</strong>2,824 (50,885)<br />
Discounts, returns and adjustments (13,626,379) (9,232,719) (4,393,660)<br />
Other revenue 3,071,190 2,527,549 543,641<br />
Total 325,766,032 247,381,897 78,384,135<br />
The revenues from raw materials refer exclusively to sales to clients. The sales to suppliers from which the company subsequently<br />
purchases the finished product were more appropriately classified in the item “Other revenues” (A5).<br />
These typical revenues net of returned goods, allowances, discounts and adjustments are classified as follows:<br />
2004 2003 Change<br />
Shoes 288,127,977 224,515,607 63,612,370<br />
Clothing 10,979,611 5,997,501 4,982,110<br />
Other (6<strong>05</strong>) (113) (492)<br />
Shops takings 22,706,611 13,441,780 9,264,831<br />
Total 321,813,594 243,954,775 77,858,819<br />
Revenues by geographical area<br />
2004 2003 Change<br />
Italy 191,271,000 159,474,187 31,796,813<br />
Abroad 134,495,032 87,907,710 46,587,322<br />
Total 325,766,032 247,381,897 78,384,135<br />
Further details on the breakdown of revenues can be found in the Directors’ Report.<br />
A-2) “Inventory change for work-in-progress, unfinished and finished products”<br />
The item “Inventory change for work-in-progress, unfinished and finished products” of Euro 18,162,314 includes a reserve for<br />
inventory write-downs (Euro 2,968,921) and for inventory use (Euro 2,028,657).<br />
A-5) “Other revenues and income”<br />
This item consists of:<br />
2004 2003 Change<br />
Ordinary revaluations 66,323 138,231 (71,908)<br />
Sale of promotional material 38,985 289,360 (250,375)<br />
Extraordinary income 283,449 262,421 21,028<br />
Insurance indemnities 287,147 16,853 270,294<br />
Expenses and research contribution 16,922 28,182 (11,260)<br />
Rent income 3,155,464 1,743,547 1,411,917<br />
Sundry income 5,039,482 4,575,688 463,794<br />
Manufacturings 331,897 403,955 (72,<strong>05</strong>8)<br />
Services and consultancy 124,897 - 124,897<br />
Sale of raw materials 8,901,786 6,458,148 2,443,638<br />
Sale of sundry goods 1,619,736 616,533 1,003,203<br />
Use of funds 1,163,812 510,6<strong>05</strong> 653,207<br />
Total 21,029,900 15,043,523 5,986,377<br />
121
Asset rentals refer to mono-brand shops opened by the Company and then franchised to third parties. These shops are located in the<br />
town center of Trieste, Lodi, Arezzo, Monza, Bergamo, Lecco, Ferrara, Catania, Pavia, Roma, San Donà di Piave (Venice), Turin,<br />
Messina, Vienna, Villach, Palermo, Milan (several sale points), Savona, Leghorn, Palermo, Sassari, Terni, Klagenfurt, Genoa, Bari,<br />
Reggio Calabria and in the shopping malls in Carugate (Milan), Rozzano (Milan), Bonola (Milan) Curno (Bergamo), Novate<br />
Milanese (Milan) and Cinisello (Milan). The increase is connected with the opening of new shops franchised to third parties.<br />
The item “other income” includes Euro 2,036,966 for recharges made to associated companies in relation to services and sundry<br />
costs, Euro 355,793 for “expenses to be redebited” whose balancing entry is in the item “Other operating expenses” (B14), Euro<br />
1,990,034 for recharges made to suppliers in the Far East as a result of penalties and Euro 269,524 for recharges due to reprocessing.<br />
Revenues connected with raw materials refer to the sale to suppliers in the Far East of patented soles and membranes, which will be<br />
used to produce finished products subsequently bought by the Company. We deemed appropriate to classify these revenues under<br />
this item in order to highlight more clearly the true revenues related to <strong>Geox</strong>-branded products within the item “typical revenues”.<br />
The item “sale of sundry goods” includes the sale of furniture, of information packs on <strong>Geox</strong> Shops franchised to third parties.<br />
The item “reserves used” refers to the use of the “Reserve for returned goods”.<br />
B) Costs of production<br />
B-6) “For raw materials, ancillaries, consumables and finished goods”<br />
These include costs for the purchase of:<br />
2004 2003 Change<br />
Raw materials 11,<strong>05</strong>7,263 8,133,946 2,923,317<br />
Finished goods 153,868,994 132,000,940 21,868,<strong>05</strong>4<br />
Foreign exchange differences on purchases 3,786,193 4,859,313 (1,073,120)<br />
Products for samples collections 2,700,775 1,889,963 810,812<br />
Duties and customs certificates 7,817,831 4,742,854 3,074,977<br />
Promotional material 939,976 1,516,703 (576,727)<br />
Consumable materials and equipment 1,441,697 1,442,935 (1,238)<br />
Production equipment 22,426 19,738 2,688<br />
Fuel for motor vehicles 69,277 83,<strong>09</strong>0 (13,813)<br />
Fuel for heating 64,678 54,621 10,<strong>05</strong>7<br />
Stationery 122,182 72,466 49,716<br />
Packaging 131,715 95,<strong>09</strong>2 36,623<br />
Shops fixtures and furnishings 1,692,380 - 1,692,380<br />
Total 183,715,387 154,911,661 28,803,726<br />
The costs are indicated net of returned goods, allowances, discounts and adjustments.<br />
The purchase of finished products from the Far East were concluded in US Dollars. The Group created hedging operations in order<br />
to guarantee the exchange rates used in the exchange rate lists. Consequently, we reclassified in this item all the exchange rate<br />
difference on purchases originated by the difference between the spot exchange rate of the hedging and the actual exchange rate<br />
applied for the transaction.<br />
The increase of “costs for raw materials” is directly associated with the production increase. The considerable amount of duties and<br />
customs expenses is due to the fact that almost all the purchases come from countries outside the European Union.<br />
In 2004 the Company started buying fixtures and furnishings for mono-brand <strong>Geox</strong> shops directly. These fixtures and furnishings are<br />
capitalized in the case of shops owned to be managed directly or franchised to third parties, or sold if the shop is furnished directly<br />
by the franchisee. The purchases are treated as inventory like goods and are included in the year end inventories as undistributed<br />
stock.
B-7) “Related to services”<br />
These include:<br />
Notes to the Financial Statements<br />
2004 2003 Change<br />
Salaries to members of the Board of Directors 52,991 111,017 (58,026)<br />
Out of factory manufacturings 3,863,746 2,724,898 1,138,848<br />
Telephone 691,640 617,876 73,764<br />
Transport and duties 13,394,352 9,757,518 3,636,834<br />
Services and consultancy 12,649,080 8,383,979 4,265,101<br />
Statutory auditors’ fees 102,310 79,696 22,614<br />
Credit and other insurances 2,1<strong>09</strong>,448 1,622,435 487,013<br />
Advertising and promotions 27,657,430 25,702,721 1,954,7<strong>09</strong><br />
Representation expenses 373,560 286,063 87,497<br />
Maintenance 480,160 347,239 132,921<br />
Various, commercial information 1,156,451 1,<strong>09</strong>9,134 57,317<br />
Commissions 10,615,855 8,793,085 1,822,770<br />
Traveling indemnities 1,941,552 2,048,896 (107,344)<br />
Software assistance 698,736 293,542 4<strong>05</strong>,194<br />
ENEL (National Electricity Board) 348,075 280,982 67,<strong>09</strong>3<br />
Bank services 1,071,993 710,1<strong>09</strong> 361,884<br />
Temporary work 75,002 115,336 (40,334)<br />
Altro 1,255,117 8<strong>09</strong>,752 445,365<br />
Total 78,537,498 63,784,278 14,753,220<br />
The most relevant expenses are connected with the advertising and sale of the product.<br />
The costs for “services and consultancy” include the costs borne for consultancy on samples and production, for legal, tax and<br />
administrative consultancy, commercial and marketing consultancy and consultancy services supplied by subsidiary and associated<br />
companies.<br />
The item “Other costs” includes sundry expenses for samples, production, administration, fees paid to coordinated and ongoing<br />
collaborators and lunch vouchers.<br />
123
The salaries of Directors and Statutory auditors, as provided for by the current laws, are indicated below.<br />
Name<br />
and Surname<br />
Position Period in which<br />
the position was<br />
held<br />
Position end<br />
date<br />
Basic salary<br />
(in Euro)<br />
Nonmonetary<br />
benefits<br />
Other<br />
payments<br />
Mario Moretti Polegato Chairman Fiscal year 2004 (*) 25,000 - -<br />
Diego Bolzonello Managing Director Fiscal year 2004 (*) 10,010 1,668 211,000<br />
Stefano Romito Director Until 07/27/2004 - 17,981 - 13,198<br />
Enrico Moretti Polegato Director<br />
From 07/27/2004<br />
(*) - - -<br />
Francesco Gianni Director From 12/01/2004 (*) - - -<br />
Umberto Paolucci Director From 12/01/2004 (*) - - -<br />
Alessandro Antonio<br />
Giusti<br />
Director From 12/01/2004 (*) - - -<br />
Bruno Barel Director From 12/01/2004 (*) - - -<br />
Giuseppe Gravina Director From 12/01/2004 (*) - - -<br />
Renato Alberini Director From 12/01/2004 (*) - - -<br />
Giuseppe Fabiane Chairman of the Board of<br />
Statutory Auditors<br />
Until 10/20/2004 - 43,486 - -<br />
Paola Pascoli Statutory Auditor Until 10/20/2004 - 29,412 - -<br />
Stefano Bordin Statutory Auditor Until 10/20/2004 - 29,412 - -<br />
Fabrizio Colombo Chairman of the Board of<br />
Statutory Auditors<br />
From 10/20/2004 (*) - - -<br />
Achille Frattini Statutory Auditor From 10/20/2004 (*) - - -<br />
Andrea Luca Rosati Statutory Auditor From 10/20/2004 (*) - - -<br />
(*) In office until the approval of the Financial Statements for the year ending on December 31, 2006.<br />
B-8) “Costs for use of assets owned by others”<br />
These consist of:<br />
2004 2003 Change<br />
Rent expenses 6,249,495 4,194,651 2,<strong>05</strong>4,844<br />
Leases and rentals 543,886 541,908 1,978<br />
Royalties 79,121 22,724 56,397<br />
Total 6,872,502 4,759,283 2,113,219<br />
- rental expenses in relation to shops (Euro 2,938,678) and instrumental and civil real estate (Euro 3,310,817);<br />
- leases for equipment (Euro 94,517), car hire (Euro 413,885) and sundry (Euro 35,484).
B-9) “For employees”<br />
The average number of staff employed is shown below:<br />
Notes to the Financial Statements<br />
2004 2003 Change<br />
Senior Managers 10 8 2<br />
Office employees 352 314 38<br />
Clerical workers / Workers 71 77 (6)<br />
Total 433 399 34<br />
The breakdown of these costs is indicated in the Income Statements.<br />
B-10-a-b) “Depreciation and amortization”<br />
Details of the depreciation and amortization are illustrated in the specific annexes.<br />
B-10-c) “Other devaluations of fixed assets”<br />
As already mentioned when commenting the item “industrial and commercial equipment”, this amount corresponds to the write-down<br />
of the residual value of moulds in use as at December 31, 2004.<br />
B-10-d) “Write-down of receivables included in current and liquid assets”<br />
As already mentioned when commenting the item “receivables from clients”, the amount allocated corresponds to the write-down of<br />
receivables that we thought it was appropriate to allocate in an adequate proportion to the risk of the receivable.<br />
B-11) “Change in inventory of raw materials, ancillaries, consumables and goods”<br />
This item includes the variation in the inventory of raw materials for Euro 263,204.<br />
B-12) “Risk provisions”<br />
These are the allocations to the risks provision account (Euro 297,807).<br />
B-13) “Other provisions”<br />
This item includes the allocations to the client indemnity provision related to agents (Euro 360,114) and to the reserve for returned<br />
goods (Euro 2,328,523).<br />
B-14) “Other operating expenses”<br />
These include:<br />
2004 2003 Change<br />
Non-income taxes 61,811 50,850 10,961<br />
Contributions to associations 32,131 9,374 22,757<br />
Other expenses 922,783 634,<strong>09</strong>5 288,688<br />
Contingent liabilities 208,642 217,979 (9,337)<br />
Non-deductible costs 7,435 11,606 (4,171)<br />
Ordinary capital losses 46,206 70,811 (24,6<strong>05</strong>)<br />
Donations 45,994 26,458 19,536<br />
Other charges 1,106 - 1,106<br />
Total 1,326,108 1,021,173 304,935<br />
The item “other expenses” includes “expenses to be redebited” for Euro 900,974 whose balancing entry is in the item “Other<br />
revenues and income” (A5) among sundry revenues.<br />
125
C) Financial income and charges<br />
C-15) “Income from equity investments”<br />
This includes Euro 10,000,000 in connection with dividends distributed by the subsidiary Notech.<br />
C-16) “Other financial income”<br />
The item “income other than the previous” includes:<br />
From securities included in current assets<br />
2004 2003 Change<br />
Interest income on securities 13,262 - 13,262<br />
Total 13,262 - 13,262<br />
Other sundry income<br />
Bank interest receivable 224,111 20,945 203,166<br />
Interest income from clients 36,204 19,130 17,074<br />
Other interest 606,573 774,348 (167,775)<br />
Total 866,888 814,423 52,465<br />
“Other interests” includes interest on loans towards parent companies (LIR S.r.l.) for Euro 174,516, towards <strong>Geox</strong> Holding B.V. (Euro<br />
179,589.84) and towards subsidiaries (Euro 233,625.47).<br />
C-17) “Interest payable and similar charges”<br />
These include:<br />
Other receivables<br />
2004 2003 Change<br />
Bank interest receivable and charges 661,739 916,775 (255,036)<br />
Interest payable on loans 1,332,020 1,353,560 (21,540)<br />
Sundry interest payable 932,898 719,001 213,897<br />
Discounts and financial allowances 1,724,2<strong>09</strong> 1,<strong>05</strong>5,756 668,453<br />
Total 4,650,866 4,045,<strong>09</strong>2 6<strong>05</strong>,774<br />
Sundry interest payable includes Euro 1<strong>09</strong>,867 for exchange rates covering operations and Euro 815,225 for rates covering<br />
operations.<br />
C-17-bis) “Profit and loss on foreign exchange”<br />
These include:<br />
2004 2003 Change<br />
Difference receivable in foreign exchange 2,766,569 1,685,561 1,081,008<br />
Difference payable in foreign exchange (3,046,680) (2,558,019) (488,661)<br />
Total (280,111) (872,458) 592,347<br />
The differences on exchange rates include Euro 526,202 as allocated liability deriving from the adjustments of the balance in foreign<br />
currency to the year end exchange rates.
E) Extraordinary income and expenses<br />
E-20) “Extraordinary income”<br />
Notes to the Financial Statements<br />
In compliance with the changes introduced by the reform of Italian company law with regards to Financial Statements, with particular<br />
reference to the elimination of tax interference, the Company increased the value of the tangible fixed assets in proportion to the<br />
effect of the accounting of advance depreciations made in previous periods. Consequently, the Company increased the value of<br />
tangible fixed assets as at December 31, 2004 by Euro 283 thousand and recorded an extraordinary income for Euro 342,844<br />
and depreciation for Euro 60,000 as balancing entry.<br />
E-21) “Extraordinary expenses”<br />
The item “Extraordinary income” of Euro 342,844 – as mentioned in the previous paragraph – included deferred tax liabilities for<br />
Euro 127,7<strong>09</strong>. This accounting principle is the one suggested by the Italian Accounting Standard Setter (OIC).<br />
E-22) “Income taxes”<br />
These include:<br />
2004 2003 Change<br />
Current income taxes 14,654,202 2,264,003 12,390,199<br />
Deferred taxes 283,129 401,152 (118,023)<br />
Total 14,937,331 2,665,155 12,272,176<br />
The income taxes are determined considering the deferred tax assets and liabilities that emerged during the year. The deferred tax<br />
assets refer to costs and expenses pertaining to the period but deductible only in subsequent fiscal years. The deferred tax liabilities<br />
refer to revenues pertaining to the period that will be taxed in the following fiscal year.<br />
Current and deferred taxes were calculated applying the ordinary IRES rate (33%) because, according to the cautious valuation of<br />
the administrators, there is not enough certainty about the tax incentives introduced with the Decree September 30, 2003 no. 269<br />
and converted by the Law November 24, 2003, no. 326. For more details see paragraph on “Tax payables”.<br />
The following table highlights the reconciliation between the actual tax burden and the theoretical one:<br />
(in thousands of Euro) 2004 %<br />
Profit or loss before tax 46,551 100.0%<br />
Theoretical tax (*) 15,362 33.0%<br />
Actual tax 14,937 32.1%<br />
This difference can be explained considering: (425) (0.9%)<br />
1) IRAP (Regional Business Tax) and other local taxes 3,134 6.7%<br />
2) fiscal effect on taxation of dividends (3,135) (6.7%)<br />
3) Other permanent differences (424) (0.9%)<br />
Total difference (425) (0.9%)<br />
(*) Theoretical taxes are calculated applying the IRES (Corporate tax) rate (33%).<br />
Biadene di Montebelluna (Treviso), February 28, 20<strong>05</strong><br />
On behalf of the Board of Directors<br />
The Chairman<br />
Dr. Mario Moretti Polegato<br />
127
Additional Statements<br />
The additional statements contain additional information to that exposed in the Notes to the Consolidated Financial Statements, to<br />
the Balance Sheet and Income Statements, of which they are an integral part.<br />
- Cash flow statement<br />
- Change in consolidated intangible fixed assets<br />
- Change in consolidated tangible fixed assets<br />
- Variations of the Shareholders’ Equity<br />
- List of shareholdings
Annex no. 1<br />
Cash flow statement<br />
(in thousands of Euro)<br />
Cash flows generated by operations<br />
Notes to the Financial Statements<br />
2004 2003<br />
Net Profit 31,486 (367)<br />
Adjustments to link Net Profit to Assets Liquid assets generated (used) by operations:<br />
Amortization and write-downs 33,349 29,687<br />
Allocation for (use of) deferred tax reserve and other reserves 8,029 1,016<br />
Severance indemnities matured during the year - net (128) 212<br />
Variation in current assets and liabilities<br />
41,250 30,915<br />
Trade receivables (30,842) (22,041)<br />
Accrued income and prepaid expenses and other assets 5,670 (5,613)<br />
Inventories (18,426) (17,015)<br />
Account payable 45,664 18,145<br />
Accrued liabilities and deferred income and other liabilities 2,013 469<br />
Tax reserve (2,031) 1,328<br />
Variations in long-term assets and liabilities<br />
2,048 (24,727)<br />
Other long-term assets (128) (88)<br />
(128) (88)<br />
Cash flows generated by operations 74,656 5,733<br />
Cash flows generated by investments<br />
Capital expenditure in intangible fixed assets (18,294) (12,299)<br />
Capital expenditure in tangible fixed assets (6,589) (5,014)<br />
Capital expenditure in shareholdings (32,260) (291)<br />
(57,143) (17,604)<br />
Disposals 487 370<br />
Acquisition of business net of the net financial position acquired (495) -<br />
Cash flows used for investments (57,151) (17,234)<br />
Cash flows from financial activities<br />
Increase of share capital 39,<strong>05</strong>8 -<br />
Cash flows generated by financial activities 39,<strong>05</strong>8 -<br />
Variation in the net financial position 56,563 (11,501)<br />
Net financial position at start of the fiscal year (44,177) (32,654)<br />
Impact of the merger with <strong>Geox</strong> Holding BV on net financial position 9,<strong>05</strong>1 -<br />
Impact of translation differences on net financial position - (22)<br />
Net financial position at the end of the fiscal year 21,437 (44,177)<br />
(in thousands of Euro)<br />
31-12-2004 31-12-2003<br />
Cash and banks deposits 44,177 6,586<br />
Other current financial activities 15,000 -<br />
Bank borrowings - (7,691)<br />
Current portion of loans (22,248) (12,183)<br />
Short term loan to parent companies - 4,550<br />
Short-term net financial position 36,929 (8,738)<br />
Bank loans (15,492) (35,439)<br />
Long-term net financial position (15,492) (35,439)<br />
Net financial position 21,437 (44,177)<br />
129
Annex no. 2<br />
<strong>Geox</strong> S.p.A. - Intangible fixed assets<br />
Statement of changes in consolidated intangible fixed assets at 12/31/2004<br />
(in Euro)<br />
Starting situation<br />
Formation<br />
and start-up<br />
costs<br />
Research &<br />
development<br />
and<br />
advertising<br />
costs<br />
Industrial<br />
patents<br />
and use of<br />
intellectual<br />
property<br />
rights<br />
Concessions,<br />
licences,<br />
trademarks<br />
and similar<br />
rights<br />
Goodwill Intangible<br />
assets<br />
in progress<br />
and<br />
paym. on<br />
accounts<br />
Other<br />
intangible<br />
fixed assets<br />
Original cost 111,041 731,019 3,541,350 224,084,571 14,<strong>05</strong>2,853 9,450,110 251,970,944<br />
Revaluations - - - - - - - -<br />
Write-downs - - - - - - - -<br />
Translation<br />
differences<br />
Progressive<br />
amortization<br />
Balance<br />
at 12/31/2004<br />
Movements recorded<br />
during the year:<br />
- - - - - - - -<br />
(80,548) (731,019) (1,856,738) (44,749,631) (2,995,725) - (2,752,<strong>05</strong>2) (53,165,713)<br />
30,493 - 1,684,612 179,334,940 11,<strong>05</strong>7,128 - 6,698,<strong>05</strong>8 198,8<strong>05</strong>,231<br />
Acquisitions 8,288,484 1,110,884 952,544 1,017,222 369,258 6,555,453 18,293,845<br />
Merger<br />
Historical cost - - 3,718 - 2,991,581 - 248,340 3,243,639<br />
Amortization reserve - - (1,136) - (274,029) - (33,866) (3<strong>09</strong>,031)<br />
Translation<br />
differences<br />
Total<br />
- - - 8,726 - - - 8,726<br />
Net disposals - - (47,8<strong>05</strong>) - (79,787) - (30,675) (158,267)<br />
Amortization during<br />
the year<br />
Acquisition of<br />
company branch<br />
from <strong>Geox</strong> Int.<br />
(217,440) (1,041,073) (22,504,133) (1,649,141) (2,782,814) (28,194,601)<br />
Historical cost - - 118,020 - - - - 118,020<br />
Amortization reserve - - (33,354) - - - - (33,354)<br />
Revaluations - - - - - - - -<br />
Final situation:<br />
Original cost 8,399,525 731,019 4,726,167 225,045,841 17,981,869 369,258 16,223,228 273,476,907<br />
Revaluations - - - - - - - -<br />
Write-downs - - - - - - - -<br />
Translation<br />
differences<br />
Progressive<br />
amortization<br />
Balance<br />
at 12/31/2004<br />
- - - - - - - -<br />
(297,988) (731,019) (2,932,301) (67,253,764) (4,918,895) - (5,568,732) (81,702,699)<br />
8,101,537 - 1,793,866 157,792,077 13,062,974 369,258 10,654,496 191,774,208
Annex no. 3<br />
Changes in consolidated tangible fixed assets as at 12/31/2004<br />
(in Euro)<br />
Fixed assets Lands and<br />
Buildings<br />
Starting situation<br />
Plants and<br />
Machinery<br />
Industrial<br />
and<br />
Commercial<br />
Equipment<br />
Other<br />
Tangible<br />
assets<br />
Notes to the Financial Statements<br />
Intangible<br />
assets<br />
In progress<br />
and<br />
Advances<br />
Historical cost - 2,334,583 5,<strong>05</strong>2,342 8,364,106 - 15,751,031<br />
Revaluations - - - - - -<br />
Translation differences - - - - - -<br />
Depreciation funds - (754,029) (3,194,919) (3,654,248) - (7,603,196)<br />
Balance at 12/31/2003 - 1,580,554 1,857,423 4,7<strong>09</strong>,858 - 8,147,835<br />
Movements recorded during the year:<br />
Acquisitions - 362,716 3,223,874 2,477,283 181,992 6,245,865<br />
Merger -<br />
Historical cost - 82,136 9,336 202,038 - 293,510<br />
Depreciation reserve - (8,723) (991) (41,618) - (51,332)<br />
Exchange rate differences - - - 58 - 58<br />
Net disposals - (28,569) (19,784) (88,226) - (136,579)<br />
Depreciation - (313,663) (2,065,041) (2,1<strong>05</strong>,436) - (4,484,140)<br />
New classifications - 68,000 3,000 271,844 - 342,844<br />
Acquisition of company branch<br />
from <strong>Geox</strong> int.<br />
Historical cost - - - 192,714 - 192,714<br />
Depreciation reserve - - - (37,127) - (37,127)<br />
Write-downs - - (668,878) - - (668,878)<br />
Final situation<br />
Original cost - 2,818,866 8,268,768 11,419,817 181,992 22,689,443<br />
Write-downs - - (668,878) - - (668,878)<br />
Translation differences - - - - - -<br />
Depreciation reserve - (1,076,415) (5,260,951) (5,838,429) - (12,175,795)<br />
Balance at 12/31/2004 - 1,742,451 2,338,939 5,581,388 181,992 9,844,770<br />
Total<br />
131
Annex no. 4<br />
List of movements of net shareholders’ equity<br />
(in Euro)<br />
Description<br />
Share<br />
capital<br />
Reserve<br />
from<br />
share<br />
premium<br />
Merger<br />
surplus<br />
Legal<br />
reserve<br />
Extraordinary<br />
reserve<br />
Payment<br />
towards<br />
settlement<br />
Translationadjustment<br />
Profit<br />
(loss)<br />
carried<br />
forward<br />
Euro<br />
rounding-up<br />
reserve<br />
Profit<br />
(loss) for<br />
the fiscal<br />
year<br />
Total<br />
shareholders’<br />
equity<br />
Balance at<br />
01/01/2004<br />
25,000,000 206,470,258 - 39,611 731,189 149,859 (79,614) (7,996,384) (3) (366,835) 223,948,081<br />
Allocation<br />
of operating<br />
profit/loss from<br />
last fiscal year<br />
Surplus from<br />
merger with<br />
<strong>Geox</strong> holding<br />
b.V.<br />
Translation<br />
adjustment<br />
for branch<br />
equipment<br />
fund<br />
Increases from<br />
quotation<br />
Operating<br />
result for the<br />
year ending<br />
12/31/2004<br />
Euro<br />
rounding-up<br />
- - - - - - - (366,835) - 366,835 -<br />
- - 12,965,042 - - - - - - - 12,965,042<br />
- - - - - - 710 - - - 710<br />
850,000 38,207,738 - - - - - - - - 39,<strong>05</strong>7,738<br />
- - - - - - - - - 31,486,380 31,486,380<br />
- - - - - - - (2) 7 - 5<br />
Balance at<br />
12/31/2004<br />
25,850,000 244,677,996 12,965,042 39,611 731,189 149,859 (78,904) (8,363,221) 4 31,486,380 307,457,956
Annex no. 5<br />
List of shareholdings held in subsidiary companies for the fiscal year ending on December 31, 2004<br />
Company Name Head Office Currency<br />
Subsidiary companies<br />
Share<br />
capital<br />
Net<br />
capital and<br />
reserves<br />
(Euro)<br />
Profit (Loss)<br />
for the fiscal<br />
year (Euro)<br />
Notes to the Financial Statements<br />
Shareholding<br />
owned<br />
directly indirectly<br />
Book value<br />
(Euro)<br />
- <strong>Geox</strong> Deutschland GmbH Ratingen, Germany EUR 500,000 563,573 5,352 100.00% - 5<strong>09</strong>,954<br />
- <strong>Geox</strong> Respira SA Barcelona, Spain EUR 200,000 235,673 15,682 100.00% - 206,031<br />
- <strong>Geox</strong> Sweden AB Stockholm, Sweden SEK 2,295,000 284,829 13,560 100.00% - 252,130<br />
- <strong>Geox</strong> France Sarl Sallanches, France EUR 7,630 55,839 9,528 100.00% - 7,630<br />
- <strong>Geox</strong> Suisse SA Lugano, Switzerland CHF 200,000 146,129 13,251 100.00% - 136,846<br />
- <strong>Geox</strong> UK Ltd. London, UK GBP 150,000 228,119 18,060 100.00% - 225,732<br />
- <strong>Geox</strong> Japan K.K. Tokyo, Japan JPY 30,000,000 (995,423) (1,014,966) 100.00% - 2,214<br />
- <strong>Geox</strong> Canada Ontario, Canada CAD 100 (724,831) (475,170) 100.00% - 65<br />
- Notech Budapest (Hungary) EUR 40,024 28,406,8<strong>09</strong> 11,800,717 99.00% 1.00% 26,6<strong>05</strong>,692<br />
- <strong>Geox</strong> Usa Inc. Newark, USA USD 1 1,870,472 919,075 100.00% 4,404,129<br />
- Tecnich Development<br />
Romania<br />
- Tecnich Development<br />
Slovacchia<br />
Timisoara (Romania) LEI 10,000,000 (382,924) 452,919 1.00% 99.00% 3<br />
Prievidza, Slovakia SKK 200,000 (498,913) 7<strong>05</strong>,830 15.00% 85.00% 677<br />
- Wortec S.r.l. Signoressa, Italia EUR 1,000,000 1,394,376 118,644 1.00% 99.00% 13,000<br />
- <strong>Geox</strong> Retail France Parigi, Francia EUR 1,000,000 383,147 26,528 100.00% - 376,176<br />
- <strong>Geox</strong> Retail Usa Newark, Usa USD 1 (468,124) 37,<strong>09</strong>2 - 100.00% -<br />
- <strong>Geox</strong> Retail Holland B.V. Amsterdam,<br />
Netherlands<br />
EUR 20,000 4,512 2,370 100.00% - 9,642<br />
- <strong>Geox</strong> Asia Pacific Ltd. Hong Kong USD 1,282 (21,354) (24,416) 100.00% - 1,<strong>05</strong>3<br />
133
Auditors’ report on the financial statements
Dear Shareholders,<br />
Since our appointment on October 20, 2004, we have carried out the audits required by law, in accordance also with the principles<br />
of conduct for boards of statutory auditors established by the Italian Association of Accountants and Bookkeepers.<br />
In particular:<br />
• we monitored the compliance with the law, with the Articles of Association and the principles of proper administration;<br />
• we attended the meetings of the Shareholders, of the Board of Directors and of the Executive Committee and we obtained<br />
from the Directors information on the general management trend, on its foreseeable evolution and also on operations and<br />
transactions with the most significant equity, economic and financial impact made by the company making sure that the<br />
operations approved and put in place did not appear as clearly incautious, hazardous, in potential conflict of interests or in<br />
conflict with resolutions of Shareholders or such as to compromise the integrity of the company’s assets;<br />
• we acknowledged and supervised, for the part under our responsibility, on the adequacy of the Company’s organizational<br />
structure through direct observation, by collecting information and by meeting with representatives of the independent auditing<br />
company Reconta Ernst & Young S.p.A., also with the aim of a reciprocal exchange of data and information. In this respect,<br />
we have no particular remarks to report;<br />
• we evaluated and supervised the adequacy of the internal audit system, of the activity carried out by the team in charge of<br />
internal audit, of the administration and accounting system and the reliability of this to represent correctly the transactions, by<br />
collecting information, by examining company’s documents and the work performed by the independent auditing company;<br />
• we evaluated and supervised the adequacy of the instructions given by the company to subsidiaries. These instructions<br />
enabled the subsidiaries to provide the parent company with timely information, necessary to comply with the communication<br />
obligations pursuant to the law;<br />
• we verified the compliance with the laws with regards to the preparation of the Financial Statements, of the Consolidated<br />
Financial Statements as at December 31, 2004 and of the Directors’ report through direct examinations and the information<br />
received by the independent auditing company.<br />
During the surveillance activity described above, no omissions, censurable events and/or irregularities or significant events to be<br />
reported to control authorities or in this report were noted. Following recommendations established by CONSOB, the Board of<br />
Statutory Auditors report the following:<br />
• no atypical or unusual transactions were noted, including those inter-group or with related parties;<br />
• the information provided by the Board of Directors, also with particular reference to operations inter-group or with related parties<br />
is considered adequate. These operations, in particular, have to be considered connected with the achievement of the company’s<br />
purpose. The nature and the economic effect of said ordinary operations are indicated in the Notes to the Financial Statements<br />
and are consistent and meet the needs of the company. With this regard, no potential conflicts of interest or performance of<br />
operations that can significantly have an impact on the economic, equity and financial position of the company were noted;<br />
• the company substantially adhered to the self-governance code prepared by the Italian Committee on Corporate Governance<br />
for listed companies, as indicated in the specific report prepared by the Board of Directors;<br />
• since its appointment, the Board of Statutory Auditors:<br />
- had meetings and information exchanges with representatives of Reconta Ernst & Young S.p.A. and, notwithstanding the fact<br />
that the audit report on the Financial Statements and on the Consolidated Financial Statements has not yet been completed,<br />
has reasons to expect an opinion without remarks;<br />
- did not express opinions in accordance with Articles No. 2389, sub-section 3 of the Italian Civil Code and 159 of the<br />
Legislative Decree No. 58/98;<br />
• since the listing of the company (December 1, 2004) and until the end of the fiscal year:<br />
- 1 meeting of the Board of Directors, 1 meeting of the Executive Committee and 1 meeting of the Board of Statutory Auditors<br />
were held;<br />
- the company did not assign further tasks to Reconta Ernst & Young S.p.A. apart from the one related to auditing its Financial<br />
Statements, Consolidated Financial Statements and the half-year report, and neither did it assign tasks to other subjects<br />
connected to the company through ongoing relationships and forming part of the international network of the Group.<br />
Therefore, while informing you that no complaints in accordance with Art. 2408 of the Civil Code or statements were received by<br />
the Board of Statutory Auditors, we express favorable opinion for the approval of the Financial Statements as at December 31, 2004<br />
showing an operating profit of Euro 31,486,380. We acknowledge and agree with the proposal by the Board of Directors of<br />
distributing the dividend, also in consideration of the equity reserves available.<br />
Milan, April 4, 20<strong>05</strong><br />
Report by the Board of Statutory Auditors<br />
THE BOARD OF STATUTORY AUDITORS<br />
Fabrizio Colombo<br />
Achille Frattini<br />
Andrea Rosati<br />
135
Registered Office<br />
Via Feltrina Centro 16<br />
31030 Biadene di Montebelluna (Treviso), Italy<br />
Legal data<br />
Share Capital: Euro 25,850,000 fully paid up<br />
Economic and Administrative Database no. 265360<br />
Treviso Commercial Register and Taxpayer’s Code no. 03348440268<br />
Press and Communication Department<br />
thanai.bernardini@geox.com<br />
Tel. +39 0423 282529<br />
Fax +39 0423 282125<br />
Investor Relations<br />
livio.libralesso@geox.com<br />
luciano.santel@geox.com<br />
Tel. +39 0423 2822<br />
Fax +39 0423 282384<br />
Company’s data and information for Shareholders
<strong>Geox</strong> S.p.A.<br />
via Feltrina Centro, 16<br />
31030 Biadene di Montebelluna (TV) - Italy<br />
tel. +39 0423 2822<br />
fax +39 0423 282125<br />
www.geox.com