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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

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