Form 6-K
Securities and Exchange Commision
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
Of The
Securities Exchange Act of 1934
For the month of September 2005 | Commision file number 1-12260 |
DE RIGO S.P.A.
(Translation of registrant's name in English)
Republic of Italy
(Jurisdiction of incorporation or organization)
Zona Industriale Villanova
32013 Longarone (BL)
Italy
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1))
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7))
(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
(Check One) Yes No X
(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b). 82- .)
For further information, please contact: | 6th September 2005 | |
Maurizio Dessolis | FOR IMMEDIATE RELEASE | |
Chief Financial Officer | ||
Tel 39 0437 7777 | ||
Fax 39 0437 770727 | ||
e-mail: investor@derigo.com | ||
NYSE: DER |
DE RIGO |
REPORTS RESULTS FOR THE FIRST SIX MONTHS OF 2005
De Rigo (NYSE: DER) today announced its unaudited results for the first six months of 2005. Notwithstanding a strong improvement in the profitability of Dollond & Aitchison (“D&A”), the Group’s British retail chain, and in the Group’s net financial position, De Rigo’s overall sales and earnings were both down from the same period last year, primarily due to weaker results from the wholesale & manufacturing business segment.
Highlights of the Group’s unaudited consolidated results for the first six months of 2005 include:
- Net sales amounted to EUR 267.5 m1, a decrease of 3.0% from the EUR 275.9 m posted in the sameperiod last year.
- Income from operations before depreciation and amortization2amounted to EUR 30.6 m, a decrease of13.8% from the EUR 35.5 m posted in the first six months of 2004, and represented 11.4% of netsales, as compared with 12.9% in the same period last year.
- Income from operations amounted to EUR 18.8 m, a decrease of 17.9% from the EUR 22.9 mrecorded in the first six months of 2004, and represented 7.0% of net sales, as compared with 8.3% inthe same period last year.
- Net income amounted to EUR 10.0 m, a decrease of 18.7% from the EUR 12.3 m recorded in the firstsix months of 2004 and represented 3.7% of net sales, as compared with 4.5% in the same period lastyear.
- At 30thJune 2005, the net financial position3of the De Rigo Group was positive and amounted toEUR 14.3 m, as compared with the EUR 6.2 m recorded at 31stDecember 2004. The improvement innet financial position reflected the Group’s use of cash flow from operating activities to reduce thelevel of its bank borrowings.
The results posted by the Group in the first six months of 2005 reflected the contribution of each of the Company’s business segments during the periods under review.
1The Group reports its results in Euro. On September 5th, 2005, the official Euro/U.S. Dollar exchange rate, as reported by the European Central Bank, was EUR 1 = USD 1.2538. The financial results reported in this press release have not been audited by the Group’s independent public accountants and are presented on the basis of accounting principles generally accepted in Italy (“Italian GAAP”).
2 The Group believes that the income from operations before depreciation and amortization and the other non-Italian GAAP data included in this release, when considered in conjunction with (but not in lieu of) other measures that are computed in accordance with Italian GAAP, enhance an understanding of the Group's results of operations. The Group’s management uses income from operations before depreciation and amortization as one of the bases on which it analyses the performance of the Group and its segments, as management generally does not have control over the amortization periods for goodwill and other intangibles or the related depreciation amounts. Income from operations before depreciation and amortization should not, however, be considered in isolation as a substitute for net income, operating income, cash flow provided by operating activities or other income or cash flow data prepared in accordance with generally accepted accounting principles or as a measure of a company's profitability or liquidity. The Group calculates income from operations before depreciation and amortization as being equal to income from operations plus depreciation and amortization, as detailed in the table accompanying this release, which also includes a detailed reconciliation between income from operations before depreciation and amortization and the other non-Italian GAAP measures used in this release and the most directly comparable Italian GAAP measures.
3 In accordance with Italian practice, management uses net financial position as the primary measure of the Group’s debt position. A detailed reconciliation between the net financial position and the most directly comparable Italian GAAP measures is provided in the accompanying table.
1
The following table summarizes the principal unaudited results of each of the Group’s business segments for the periods indicated in millions of EUR:
Income from | |||||||||||||||||||||
operations | |||||||||||||||||||||
Group’s | Sales | % | before | % | Income from | % | |||||||||||||||
Business Segments | Change | depreciation | Change | operations | Change | ||||||||||||||||
and | |||||||||||||||||||||
amortization | |||||||||||||||||||||
1H | 1H | 1H | 1H | 1H | 1H | ||||||||||||||||
2005 | 2004 | 2005 | 2004 | 2005 | 2004 | ||||||||||||||||
Wholesale & Manufacturing | 79.4 | 82.8 | -4.1 | % | 11.0 | 18.3 | -39.9 | % | 9.4 | 16.3 | -42.3 | % | |||||||||
Retail | 195.0 | 198.7 | -1.9 | % | 19.6 | 17.2 | +14.0 | % | 9.4 | 6.6 | +42.4 | % | |||||||||
- D&A | 120.5 | 127.3 | -5.3 | % | 8.0 | 5.1 | +56.9 | % | 3.8 | 0.8 | +375.0 | % | |||||||||
- GO | 74.5 | 71.4 | +4.3 | % | 11.6 | 12.1 | -4.1 | % | 5.6 | 5.8 | -3.4 | % | |||||||||
Intercompany Eliminations | -6.9 | -5.6 | +23.2 | % | - | - | - | - | |||||||||||||
Total | 267.5 | 275.9 | -3.0 | % | 30.6 | 35.5 | -13.8 | % | 18.8 | 22.9 | -17.9 | % | |||||||||
Wholesale & Manufacturing |
Sales of the wholesale & manufacturing segment amounted to EUR 79.4 m, a decrease of 4.1% as compared with EUR 82.8 m posted in the first six months of 2004. Wholesale & manufacturing sales in the first six months of 2005 continued to be impacted by the expiry of the Group’s license agreement with Fendi as of the end of 2004. Management expects that the negative impact on the segment’s sales of the expiry of the Fendi license will eventually be more than offset by increased sales under the new license agreements De Rigo signed with Chopard, Ermenegildo Zegna, Escada and Jean Paul Gaultier during the last quarter of 2004 and first quarter of 2005. However, deliveries of Chopard and Escada-branded eyewear have only started recently, while those of Ermenegildo Zegna and Jean Paul Gaultier products have not yet started. As a result, sales of the new brands contributed less to the segment’s sales during the first six months of 2005 than those of Fendi-branded eyewear during the first six months of last year.
The segment’s results also reflected a significant reduction in gross margin, primarily due to a higher degree of inventory obsolescence (largely attributable to higher inventories of slower moving products) and an increase in selling expenses due to an enlargement of the segment’s sales department.
As a result, income from operations before depreciation and amortization amounted to EUR 11.0 m, a decrease of 39.9% from the EUR 18.3 m recorded in the first six months of 2004 and represented 13.9% of sales, as compared with 22.1% in the same period last year; income from operations amounted to EUR 9.4 m, a decrease of 42.3% from EUR 16.3 m in the first six months of 2004, and represented 11.8% of sales, as compared with 19.7% in the same period last year.
Retail |
Sales of the retail segment amounted to EUR 195.0 m, a decrease of 1.9% from the EUR 198.7 m posted in the first six months of 2004. The decrease was primarily attributable to a decline in sales at D&A, the Group’s British retail chain, that reflected a general downturn in the British optical market in both value and volume terms. The impact of the sales decline in Great Britain on the retail segment’s overall results was partially offset by a 4.3% increase in sales at General Optica (“GO”), the Group’s Spanish retail chain, that reflected both the opening of new stores and an increase in same store sales.
2
Income from operations before depreciation and amortization and income from operations improved sharply at the retail segment, primarily due to significant improvements in D&A’s results. Income fromoperations before depreciation and amortization for the retail segment as a whole increased by 14.0% to EUR 19.6 m from the EUR 17.2 m posted in the first six months of 2004 and represented 10.1% of sales, as compared with 8.7% in the same period last year. Income from operations for the segment as a whole increased by 42.4% to EUR 9.4 m from the EUR 6.6 m posted in the first six months of 2004 and represented 4.8% of sales, as compared with 3.3% in the same period last year.
These results reflect the contribution of the Group’s two retail chains:
D&A’s sales amounted to EUR 120.5 m, a decrease of 5.3% as compared with sales of EUR 127.3 m posted in the first six months of 2004. Sales declined by 2.9% in Pound Sterling terms, reflecting the decrease of the Pound Sterling’s value against the Euro during the period, while same store sales per working day decreased by 3.8% .
Notwithstanding the weaker sales results, D&A posted a significant improvement in earnings, as gross margin increased as a result of an improved mix of products sold and operating expenses decreased as compared with the same period last year. Income from operations before depreciation and amortization increased by 56.9% to EUR 8.0 m from the EUR 5.1 m posted in the first six months of 2004, and represented 6.6% of sales, having represented 4.0% in the same period last year. Income from operations more than quadrupled to EUR 3.8 m from EUR 0.8 m, and represented 3.2% of sales, having represented 0.6% in the same period last year.
GO grew sales by 4.3% to EUR 74.5 m, from EUR 71.4 m in the first half of 2004. Same store sales per working day rose by 1.1%, with the overall increase also reflecting GO’s opening of 7 owned and 7 franchised stores during the last 12 months.
GO’s earnings were negatively affected by higher operating costs due to the expansion of the company’s sales network, which more than offset the positive impact of the growth in sales. Income from operations before depreciation and amortization amounted to EUR 11.6 m, a decrease of 4.1% from the EUR 12.1 m posted in the first six months of 2004, representing 15.6% of sales, as compared with 16.9% in the same period last year. Income from operations amounted to EUR 5.6 m, a decrease of 3.4% from the EUR 5.8 m posted in the first six months of 2004, representing 7.5% of sales, as compared with 8.1% in the same period last year.
Additional information on consolidated results |
- Basic earnings per shareamounted to EUR 0.24, a decrease of 14.3% from the EUR 0.28 posted inthe first six months of 2004.Diluted earnings per shareamounted to EUR 0.24, a decrease of 11.1%from the EUR 0.27 posted in the first six months of 2004. Following the expiration of the Group’sstock option plan at the end of 2004, basic earnings per share are equal to diluted earnings per share.
- Income taxesamounted to EUR 8.7 m, as compared with EUR 10.1 m in the first six months of 2004.The reduction in taxes reflected the Group’s lower earnings, as the Group’s income was taxed at aneffective rate of 46.4%, as compared with an effective tax rate of 44.3% in the same period last year.
- Capital expendituresamounted to EUR 8.5 m in the first six months of 2005, as compared with EUR8.0 m in the same period last year. The increase was primarily attributable to higher investments ininformation technology in the wholesale & manufacturing business segment.
3
* * * * * |
De Rigo is one of the world’s largest manufacturers and distributors of premium eyewear, the major optical retailer in Spain through General Optica, one of the leading retailers in the British optical marketthrough Dollond & Aitchison and a partner of the LVMH Fashion Group for the manufacture and distribution of Celine, Givenchy and Loewe eyewear. De Rigo also manufactures and distributes the licensed brands Chopard, Escada, Etro, Fila, Furla, La Perla and Mini, as well as its own brands Police, Sting and Lozza. De Rigo will begin manufacturing eyewear under the Jean Paul Gaultier and Ermenegildo Zegna licensed brands in the second half of 2005.
4
DE RIGO S.p.A. AND SUBSIDIARIES |
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (In thousands of Euro)
For the six months ended June 30, | |||||
2005 | 2004 | ||||
NET SALES | 267,524 | 275,886 | |||
COST OF SALES | 102,019 | 105,176 | |||
GROSS PROFIT | 165,505 | 170,710 | |||
COSTS AND EXPENSES | |||||
Commissions | 5,934 | 6,491 | |||
Advertising and promotion expenses | 18,222 | 19,695 | |||
Other selling expenses | 103,907 | 103,387 | |||
General and administrative expenses | 18,674 | 18,197 | |||
146,737 | 147,770 | ||||
INCOME FROM OPERATIONS | 18,768 | 22,940 | |||
OTHER (INCOME) EXPENSES | |||||
Interest expense | 348 | 499 | |||
Interest income | (302 | ) | (280 | ) | |
Other (income) expenses, net | (67 | ) | 34 | ||
(21 | ) | 253 | |||
INCOME BEFORE INCOME TAXES | 18,789 | 22,687 | |||
INCOME TAXES | 8,717 | 10,056 | |||
INCOME BEFORE MINORITY | |||||
INTEREST | 10,072 | 12,631 | |||
MINORITY INTEREST | 83 | 308 | |||
NET INCOME | 9,989 | 12,323 | |||
5
DE RIGO S.p.A. AND SUBSIDIARIES |
UNAUDITED CONSOLIDATED BALANCE SHEETS (In thousands of Euro)
June 30, | December 31, | June 30, | ||||
2005 | 2004 | 2004 | ||||
ASSETS | ||||||
Current assets: | ||||||
Cash and cash equivalents | 24,497 | 27,146 | 30,488 | |||
Accounts receivable, trade, net of | ||||||
allowances for doubtful accounts | 71,667 | 61,271 | 76,464 | |||
Inventories | 50,460 | 51,232 | 45,540 | |||
Deferred income taxes | 7,542 | 5,443 | 12,958 | |||
Prepaid expenses and other current assets | 17,093 | 14,391 | 12,677 | |||
Total current assets | 171,259 | 159,483 | 178,127 | |||
Property, plant and equipment: | ||||||
Land | 17,289 | 16,874 | 17,069 | |||
Buildings | 55,605 | 54,658 | 55,485 | |||
Machinery and equipment | 24,771 | 24,475 | 25,974 | |||
Office furniture and equipment | 103,642 | 94,955 | 89,365 | |||
Construction in progress | 107 | 19 | - | |||
201,414 | 190,981 | 187,893 | ||||
Less: accumulated depreciation | (89,394 | ) | (82,805 | ) | (78,261 | ) |
Property, plant and equipment, net | 112,020 | 108,176 | 109,632 | |||
Goodwill and intangible assets | 95,402 | 97,574 | 101,407 | |||
Deferred income taxes | 11,902 | 11,927 | 1,241 | |||
Other non current assets | 17,602 | 17,404 | 5,908 | |||
TOTAL ASSETS | 408,185 | 394,564 | 396,315 | |||
6
DE RIGO S.p.A. AND SUBSIDIARIES |
UNAUDITED CONSOLIDATED BALANCE SHEETS (In thousands of Euro)
June 30, | December 31, | June 30, | ||||
2005 | 2004 | 2004 | ||||
LIABILITIES AND SHAREHOLDERS' | ||||||
EQUITY | ||||||
Current liabilities: | ||||||
Bank borrowings | 5,597 | 20,410 | 13,508 | |||
Current portion of long-term debt | 711 | 184 | 117 | |||
Accounts payable, trade | 72,142 | 70,875 | 70,900 | |||
Commissions payable | 249 | 212 | 1,079 | |||
Income taxes payable | 12,678 | 4,219 | 7,839 | |||
Deferred income taxes | 544 | 767 | 1,122 | |||
Accrued expenses and other current liabilities | 32,346 | 28,970 | 33,666 | |||
Total current liabilities | 124,267 | 125,637 | 128,231 | |||
Termination indemnities and other employee | ||||||
benefits | 11,119 | 10,142 | 9,942 | |||
Deferred income taxes | 9,882 | 9,835 | 8,452 | |||
Long –term debt, less current portion | 3,852 | 341 | 464 | |||
Other non current liabilities | 5,735 | 7,200 | 8,017 | |||
Shareholder's equity: | ||||||
Capital stock | 11,683 | 11,683 | 11,626 | |||
Additional paid-in capital | 54,599 | 54,599 | 54,490 | |||
Retained earnings | 185,880 | 175,891 | 173,376 | |||
Foreign currency translation | (3,869 | ) | (5,801 | ) | (3,680 | ) |
Revaluation surplus | 5,037 | 5,037 | 5,037 | |||
Total shareholders' equity | 253,330 | 241,409 | 241,209 | |||
TOTAL LIABILITIES AND | ||||||
SHAREHOLDERS' EQUITY | 408,185 | 394,564 | 396,315 | |||
7
Reconciliation of income from operations before depreciation and amortization with most directly comparable Italian GAAP measure (In millions of Euro)
De Rigo Group | 1H 2005 | 1H 2004 | % | ||||
Income from operations | 18.8 | 22.9 | -17.9 | % | |||
Amortization of goodwill | 3.1 | 3.1 | 0.0 | % | |||
Amortization of other intangibles | 1.2 | 1.1 | 9.1 | % | |||
Depreciation | 7.5 | 8.4 | -10.7 | % | |||
Income from operations before depreciation and amortization | 30.6 | 35.5 | -13.8 | % | |||
Wholesale & Manufacturing | 1H 2005 | 1H 2004 | |||||
Income from operations | 9.4 | 16.3 | -42.3 | % | |||
Amortization of goodwill | 0.1 | 0.1 | 0.0 | % | |||
Amortization of other intangibles | 0.7 | 0.5 | 40.0 | % | |||
Depreciation | 0.8 | 1.4 | -42.9 | % | |||
Income from operations before depreciation and amortization | 11.0 | 18.3 | -39.9 | % | |||
Retail | 1H 2005 | 1H 2004 | |||||
Income from operations | 9.4 | 6.6 | 42.4 | % | |||
Amortization of goodwill | 3.0 | 3.0 | 0.0 | % | |||
Amortization of other intangibles | 0.5 | 0.6 | -16.7 | % | |||
Depreciation | 6.7 | 7.0 | -4.3 | % | |||
Income from operations before depreciation and amortization | 19.6 | 17.2 | 14.0 | % | |||
Dollond & Aitchison | 1H 2005 | 1H 2004 | |||||
Income from operations | 3.8 | 0.8 | 375.0 | % | |||
Amortization of goodwill | 0.8 | 0.8 | 0.0 | % | |||
Amortization of other intangibles | 0.1 | 0.2 | -50.0 | % | |||
Depreciation | 3.3 | 3.3 | 0.0 | % | |||
Income from operations before depreciation and amortization | 8.0 | 5.1 | 56.9 | % | |||
General Optica | 1H 2005 | 1H 2004 | |||||
Income from operations | 5.6 | 5.8 | -3.4 | % | |||
Amortization of goodwill | 2.2 | 2.2 | 0.0 | % | |||
Amortization of other intangibles | 0.4 | 0.4 | 0.0 | % | |||
Depreciation | 3.4 | 3.7 | -8.1 | % | |||
Income from operations before depreciation and amortization | 11.6 | 12.1 | -4.1 | % |
8
Reconciliation of Net Financial Position with most directly comparable Italian GAAPmeasure | ||||
(In millions of Euro) | ||||
June 30, | December | |||
2005 | 31, 2004 | |||
Cash and cash equivalents | 24.5 | 27.1 | ||
Bank Borrowings | -5.6 | -20.4 | ||
Current portion of long term debt | -0.7 | -0.2 | ||
Long term debt, less current portion | -3.9 | -0.3 | ||
Net Financial Position | 14.3 | 6.2 |
9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 6, 2005 | DE RIGO S.p.A. By: /s/ Ennio De Rigo |