UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2010
COMMISSION FILE NO. 1 - 10421
LUXOTTICA GROUP S.p.A.
VIA C. CANTÙ 2, MILAN, 20123 ITALY
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ý Form 40-F o
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): o
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): o
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No ý
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
F O R M 6-K
for the quarter
ended March 31 of
Fiscal Year 2010
Luxottica Group S.p.A.
Headquarters and registered office via Cantù, 2, 20123 Milan, Italy
Capital Stock € 27,887,476.98
authorized and issued
ITEM 1. MANAGEMENT REPORT ON THE INTERIM FINANCIAL RESULTS
AS OF MARCH 31, 2010
(UNAUDITED)
The following discussion should be read in conjunction with the disclosure contained in our Annual Report on Form 20-F for the year ended December 31, 2009, which contains, among other things, a discussion of the risks and uncertainties that could affect our future operating results or financial condition.
1. OPERATING PERFORMANCE FOR THE FIRST QUARTER OF 2010
During the first quarter of the year, the global economy achieved selective growth and even showed hopeful signs of stability, with certain countries performing solidly while others still face challenges. Against this backdrop, we have reaped the fruits of our intense work over the past year, primarily due to the effectiveness of our integrated business model, thus bolstering the four key pillars of our business for 2010: Oakley, emerging markets, the North American market and efficiency.
In particular, during the first three months of 2010, we achieved positive performance in all of the key geographic regions in which we operate, confirming the success of our investments and actions over the past year. The results achieved in North America, a key region for the Group, are worthy of note: Luxottica's first quarter net sales in US dollars grew by 6.1 percent, mainly due to the solid performance of LensCrafters and Sunglass Hut, where comparable store sales1 for the quarter rose by 6.6 percent and 10.8 percent, respectively. Significant results were also achieved in our emerging markets, with net sales up year-over-year by over 30 percent.
1 Comparable store sales reflect the change in sales from one period to another that, for comparison purposes, includes in the calculation only stores open in the more recent period that also were open during the comparable prior period in the same geographic area, and applies to both periods the average exchange rate for the prior period.
Both our segments posted solid results, thereby confirming the success of our business model and the proactive and decisive steps taken. Net sales for the quarter in our manufacturing and wholesale distribution segment grew by over 10 percent, while operating margin increased in both our manufacturing and wholesale distribution and our retail distribution segments.
In the first quarter of 2010, net sales increased by 6.0 percent at current exchange rates and, by 7.0 percent at constant exchange rates2 to Euro 1,391.7 million from Euro 1,312.3 million in the first quarter of 2009.
2 We calculate constant exchange rates by applying to the current period the average exchange rates between the Euro and the relevant currencies of the various markets in which we operated during the three-month period ended March 31, 2009. Please refer to Attachment 1 for further details on exchange rates.
EBITDA3 increased over the previous year by 6.9 percent to Euro 242.6 million, from Euro 227.0 million in the first quarter of 2009. Operating income was Euro 171.2 million for the first quarter of 2010, compared with Euro 154.2 million for the same period of the previous year (+11.1 percent), while operating margin increased to 12.3 percent, from 11.7 percent in the first quarter of 2009.
3 For a further discussion of EBITDA, see page 11"Non-IAS/IFRS Measures".
Net income attributable to Luxottica Group stockholders for the first three months of 2010 grew to Euro 95.1 million (a 20.8 percent increase from Euro 78.8 million for the first three months of 2009),
1
resulting in earnings per share (EPS) of Euro 0.21 (at an average US Dollar/Euro exchange rate of 1.3829). Net income attributable to Luxottica Group stockholders expressed in US dollars grew by 28.2 percent to U.S. $131.5 million (U.S. $102.6 million in the first quarter of 2009), resulting in EPS of U.S. $0.29.
By carefully controlling working capital, the Group generated a positive free cash flow4 (over Euro 40 million) in a quarter that traditionally sees a negative trend. However, because of the exchange rate effect, consolidated net debt at March 31, 2010 was Euro 2,421 million (Euro 2,337 million at the end of 2009), and the ratio of net debt to EBITDA was 2.8X, compared with 2.7X at December 31, 2009). Net of the exchange rate effect5, the ratio would have been 2.7X compared with 2.8X at December 31, 2009.
4 For a further discussion of free cash flow, see page 11"Non-IAS/IFRS Measures".
5 We calculate results net of the exchange rate effect by applying to the current period the average exchange rates between the Euro and the relevant currencies of the various markets in which we operated during the three-month period ended March 31, 2009. Please refer to Attachment 1 for further details on exchange rates.
2. SIGNIFICANT EVENTS DURING THE THREE MONTHS ENDED MARCH 31, 2010
January
On January 5, 2010, the minority stockholders of Luxottica Gözlük Endüstri ve Ticaret Anonim Sirketi, our Turkey-based subsidiary notified us of their intention to exercise their put option to sell us a 35.16 percent interest in this subsidiary. The purchase price will be approximately Euro 61.5 million. The sale is subject to the prior approval of the Turkish antitrust authority and it is expected to close in May 2010.
On January 29, 2010, our subsidiary Luxottica U.S. Holdings Corp. ("U.S. Holdings") completed a private placement of U.S. $175 million of senior unsecured guaranteed notes, issued in three series (Series D, Series E and Series F). The aggregate principal amount is U.S. $50 million for each of Series D and Series E Notes and U.S. $75 million for Series F Notes. The Series D Notes mature on January 29, 2017; the Series E Notes mature on January 29, 2020 and the Series F Notes mature on January 29, 2019. Interest on the Series D Notes accrues at 5.19 percent per annum, interest on the Series E Notes accrues at 5.75 percent per annum and interest on the Series F Notes accrues at 5.39 percent per annum. The proceeds from the Notes were used for general corporate purposes.
February
On February 8, 2010 we announced that we formed a long-term joint venture for the Australian and New Zealand markets with Essilor International. The joint venture will manage Eyebiz Pty Limited, Luxottica's Sydney-based optical lens finishing laboratory, which, as a result of this alliance, will be majority-controlled by Essilor. Eyebiz will continue to supply all of our retail optical outlets in Australia and New Zealand: OPSM, Budget Eyewear and Laubman & Pank.
March
On March 31, 2010 we announced a three-year renewal of our exclusive license agreement with Jones Apparel Group for the design, production and global distribution of prescription frames and sunglasses under the Anne Klein New York brand. The new agreement, which is substantially unchanged from the previous agreement, extends the license through December 2012, with a provision for a further renewal.
On March 31, 2010, we announced a five-year extension of the license agreement with Retail Brand Alliance, Inc. for the design, production and worldwide distribution of prescription frames and sunglasses under the Brooks Brothers brand. The Brooks Brothers trade name is owned by Retail Brand
2
Alliance, Inc., which is controlled by Claudio Del Vecchio, one of our directors. The term of the new agreement is through December 2014, with an option for a further five-year extension under the same terms. The terms were substantially unchanged from those of the previous agreement.
During the first three months of 2010, we purchased on the "Mercato Telematico Azionario" ("MTA") 546,712 of our ordinary shares at an average price of Euro 18.80 for a total amount of Euro 10,280,809 pursuant to the share purchase program approved at the Stockholders' Meeting on October 29, 2009 and launched on November 16, 2009.
In parallel our subsidiary, Arnette Optic Illusions, Inc., sold during the same period on the MTA 705,000 of our ordinary shares at an average price of Euro 18.87 for a total amount of Euro 13,303,645.
3. FINANCIAL RESULTS
We are a global leader in the design, manufacture and distribution of fashion, luxury and sport eyewear, with net sales reaching Euro 5.1 billion in 2009, approximately 60,000 employees and a strong global presence. We operate in two industry segments: (i) manufacturing and wholesale distribution; and (ii) retail distribution. See Note 4 to the Management Report on the Interim Financial Results as of March 31, 2010, for additional disclosures about our operating segments. Through our manufacturing and wholesale distribution segment, we are engaged in the design, manufacture, wholesale distribution and marketing of house and designer lines of mid- to premium-priced prescription frames and sunglasses and, through Oakley, of performance optics products. We operate our retail segment principally through our retail brands, which include, among others, LensCrafters, Sunglass Hut, Pearle Vision, ILORI, The Optical Shop of Aspen, OPSM, Laubman & Pank, Budget Eyewear, Bright Eyes, Oakley "O" Stores and Vaults, David Clulow and our Licensed Brands (Sears Optical and Target Optical).
As a result of our numerous acquisitions and the subsequent expansion of our business activities in the United States through these acquisitions, our results of operations, which are reported in Euro, are susceptible to currency rate fluctuations between the Euro and the U.S. dollar. The Euro/U.S. dollar exchange rate has fluctuated from an average exchange rate of Euro 1.00 = U.S. $1.3029 in the first three months of 2009 to Euro 1.00 = U.S. $1.3829 in the same period of 2010. Additionally, with the acquisition of OPSM and Bright Eyes (acquired through Oakley), our results of operations are susceptible to currency fluctuations between the Euro and the Australian dollar. Although we engage in certain foreign currency hedging activities to mitigate the impact of these fluctuations, they have impacted our reported revenues and expenses during the periods discussed herein.
On April 16, 2010, we announced that starting with the first quarter of fiscal year 2010 and for all future reporting periods we will report our financial results in accordance with the International Financial and Reporting Standards as issued by the International Accounting Standards Board ("IAS/IFRS") in all financial communications including reports to the United States Securities and Exchange Commission ("SEC"). Up to and including the 2009 fiscal year, we had been reporting our financial results in accordance with generally accepted accounting principles in the United States ("U.S. GAAP").
Since 2005, we have also been preparing consolidated financial statements in Italy in accordance with IFRS as required by Italian law and we have provided the financial community with a reconciliation of our U.S. GAAP and IFRS results on a quarterly basis.
3
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009
|
Three months ended March 31, |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Values in thousands of Euro |
2010 |
% of net sales |
2009 |
% of net sales |
||||||||||
Net sales |
1,391,687 | 100.0 | % | 1,312,334 | 100.0 | % | ||||||||
Cost of sales |
499,789 | 35.9 | % | 450,988 | 34.4 | % | ||||||||
Gross profit |
891,898 | 64.1 | % | 861,346 | 65.6 | % | ||||||||
Selling |
452,766 |
32.5 |
% |
440,888 |
33.6 |
% |
||||||||
Royalties |
24,868 | 1.8 | % | 25,812 | 2.0 | % | ||||||||
Advertising |
81,143 | 5.8 | % | 79,277 | 6.0 | % | ||||||||
General and administrative |
141,765 | 10.2 | % | 140,181 | 10.7 | % | ||||||||
Intangibles amortization |
20,110 | 1.4 | % | 21,017 | 1.6 | % | ||||||||
Total operating expenses |
720,652 |
51.8 |
% |
707,174 |
53.9 |
% |
||||||||
Income from operations |
171,246 | 12.3 | % | 154,173 | 11.7 | % | ||||||||
Other income/(expense) |
||||||||||||||
Interest income |
2,037 | 0.1 | % | 2,004 | 0.2 | % | ||||||||
Interest expense |
(24,638 | ) | 1.8 | % | (29,820 | ) | 2.3 | % | ||||||
Othernet |
(818 | ) | 0.1 | % | (1,605 | ) | 0.1 | % | ||||||
Income before provision for income taxes |
147,827 | 10.6 | % | 124,751 | 9.5 | % | ||||||||
Provision for income taxes |
(50,161 | ) | 3.6 | % | (43,415 | ) | 3.3 | % | ||||||
Net income |
97,666 | 7.0 | % | 81,336 | 6.2 | % | ||||||||
Attributable to |
||||||||||||||
Luxottica Group stockholders |
95,091 | 6.8 | % | 78,750 | 6.0 | % | ||||||||
noncontrolling interests |
2,575 | 0.2 | % | 2,587 | 0.2 | % | ||||||||
NET INCOME |
97,666 | 7.0 | % | 81,336 | 6.2 | % | ||||||||
Net Sales. Net sales increased by Euro 79.4 million, or 6.0 percent, to Euro 1,391.7 million in the first three months of 2010 from Euro 1,312.3 million in the same period of 2009. Euro 51.9 million of such increase is attributable to the increased sales in the manufacturing and wholesale distribution segment in the first three months of 2010 as compared to the same period in 2009 and to the increase in the retail distribution segment of Euro 27.4 million. The increase in net sales to third parties in the manufacturing and wholesale distribution segment was mainly attributable to increased sales of most of our housebrands and some of our licensed brands such as Bvlgari, Ralph Lauren and Chanel.
Net sales for the retail distribution segment increased by Euro 27.4 million, or 3.4 percent, to Euro 838.2 million in the first three months of 2010 from Euro 810.8 million in the same period in 2009. The increase in net sales for the period is almost solely attributable to an improvement in comparable store sales6 which accounted for 3.4 percent. In particular we saw a 5.5 percent increase in comparable store sales for the North American retail operations, which was partially offset by an 11.9 decrease in comparable store sales for the Australian/New Zealand retail operations. The negative effects from currency fluctuations between the Euro, which is our reporting currency, and other currencies in which
6 Comparable store sales reflects the change in sales from one period to another that, for comparison purposes, includes in the calculation only stores open in the more recent period that also were open during the comparable prior period in the same geographic area, and applies to both periods the average exchange rate for the prior period.
4
we conduct business, in particular due to the weakening of the U.S. dollar compared to the Euro, decreased net sales in the retail distribution segment by Euro 18.2 million.
Net sales to third parties in the manufacturing and wholesale distribution segment increased by Euro 51.9 million, or 10.4 percent, to Euro 553.5 million in the first three months of 2010 from Euro 501.6 million in the same period in 2009. This increase is mainly attributable to increased sales of most of our housebrands and in some designer brands such as Bvlgari, Ralph Lauren and Chanel. These sales volume increases occurred in some key markets, such as France, Italy, Spain and Brazil. These positive effects were further increased by positive currency fluctuations, in particular due to a strengthening of the Brazilian Real and Australian Dollar compared to the Euro, which caused an increase in net sales to third parties in the manufacturing and wholesale distribution segment of Euro 6.2 million.
In the first three months of 2010, net sales in the retail distribution segment accounted for approximately 60.2 percent of total net sales, as compared to approximately 61.8 percent of total net sales for the same period in 2009. This decrease in sales as a percentage of total net sales for the retail distribution segment is primarily attributable to: (i) a 10.4 percent increase in net sales to third parties in our manufacturing and wholesale distribution segment compared to the same period of 2009; and (ii) negative currency exchange rate effects, which more heavily impacted net sales for the retail distribution segment because of the heavy concentration of our retail business in North America, where the Euro is not the functional currency.
In the first three months of 2010, net sales in our retail distribution segment in the United States and Canada comprised 82.6 percent of our total net sales in this segment as compared to 84.5 percent of our total net sales in the same period of 2009. In U.S. dollars, retail net sales in the United States and Canada increased by 7.2 percent to U.S. $957.1 million in the first three months of 2010 from U.S. $892.9 million for the same period in 2009. During the first three months of 2010, net sales in the retail segment in the rest of the world (excluding the United States and Canada) comprised 17.4 percent of our total net sales in the retail distribution segment and increased 16.5 percent to Euro 146.1 million in the first three months of 2010 from Euro 125.4 million for the same period in 2009.
In the first three months of 2010, net sales to third parties in our manufacturing and wholesale distribution segment in Europe were Euro 295.3 million, comprising 53.4 percent of our total net sales in this segment, compared to Euro 269.2 million in the same period in 2009, or 53.7 percent of total net sales in the segment. The increase of Euro 26.1 million in the first three months of 2010 compared to the same period of 2009 constituted a 9.7 percent increase in net sales to third parties in Europe, due to a general improvement in market conditions. Net sales to third parties in our manufacturing and wholesale distribution segment in the United States and Canada were U.S. $158.9 million and comprised 21.2 percent of our total net sales in this segment in the first three months of 2010, compared to U.S. $158.3 million in the same period of 2009, or 24.2 percent of total net sales in the segment. The increase of U.S. $0.6 million in the first three months of 2010 compared to the same period of 2009 constituted an increase, in U.S. dollars, of 0.4 percent in net sales in this segment in the United States and Canada, due to a general improvement in market conditions. In the first three months of 2010, net sales to third parties in our manufacturing and wholesale distribution segment in the rest of the world were Euro 140.6 million, comprising 25.4 percent of our total net sales in this segment, compared to Euro 110.9 million in the same period of 2009, or 22.1 percent of our net sales in this segment. The increase of Euro 29.7 million in the first three months of 2010 compared to the same period of 2009 constituted a 26.8 percent increase in this segment in the rest of the world due to a general improvement in market conditions.
Cost of Sales. Cost of sales increased by Euro 48.8 million, or 10.8 percent, to Euro 499.8 million in the first three months of 2010 from Euro 451.0 million in the same period of 2009. As a percentage of net sales, cost of sales increased to 35.9 percent in the first three months of 2010, as compared to 34.4 percent in the same period of 2009. In the first three months of 2010, the average number of frames
5
produced daily in our facilities increased to approximately 228,200, as compared to 188,100 in the same period of 2009, which was attributable to increased production in all manufacturing facilities in response to an overall increase in demand.
Gross Profit. Our gross profit increased by Euro 30.6 million, or 3.5 percent, to Euro 891.9 million in the first three months of 2010 from Euro 861.3 million in the same period of 2009. As a percentage of net sales, gross profit decreased to 64.1 percent in the first three months of 2010 from 65.6 percent in the same period of 2009, due to the factors noted above for cost of sales.
Operating Expenses. Total operating expenses increased by Euro 13.5 million, or 1.9 percent, to Euro 720.7 million in the first three months of 2010 from Euro 707.2 million in the same period of 2009. As a percentage of net sales, operating expenses decreased to 51.8 percent in the first three months of 2010 from 53.9 percent in the same period of 2009 primarily due to an increase in sales while keeping strong cost controls over selling and advertising expenses.
Selling and advertising expenses (including royalty expenses) increased by Euro 12.8 million, or 2.3 percent, to Euro 558.8 million in the first three months of 2010 from Euro 546.0 million in the same period of 2009. Selling expenses increased by Euro 11.9 million or 2.7 percent. Advertising expenses increased by Euro 1.9 million or 2.4 percent. Royalties decreased by Euro 0.9 million or 3.7 percent. As a percentage of net sales, selling and advertising expenses decreased to 40.2 percent in the first three months of 2010 compared to 41.6 percent for the same period 2009, primarily due to certain fixed costs in selling, as well as the restructuring made in 2009 in our selling force, which brought about more efficient costs.
General and administrative expenses, including intangible asset amortization remained flat at Euro 161.9 million in the first three months of 2010 compared to Euro 161.2 million in the same period of 2009.
Income from Operations. For the reasons described above, income from operations increased by Euro 17.1 million, or 11.1 percent, to Euro 171.2 million in the first three months of 2010 from Euro 154.2 million in the same period of 2009. As a percentage of net sales, income from operations increased to 12.3 percent in the first three months of 2010 from 11.7 percent in the same period of 2009.
Other Income (Expense)Net. Other income (expense)net was Euro (23.4) million in the first three months of 2010 compared to Euro (29.4) million in the same period of 2009. Net interest expense decreased to Euro 22.6 million in the first three months of 2010 compared to Euro 27.8 million in the same period of 2009, mainly attributable to a reduction of our indebtedness and the weakening of the U.S. dollar against the Euro.
Net Income. Income before taxes increased by Euro 23.1 million, or 18.5 percent, to Euro 147.8 million in the first three months of 2010 from Euro 124.8 million in the same period of 2009 for the reasons described above. As a percentage of net sales, income before taxes increased to 10.6 percent in the first three months of 2010 from 9.5 percent in the same period of 2009. Net income attributable to noncontrolling interests remained flat at Euro 2.6 million in the first three months of 2010 and the same period of 2009. Our effective tax rate was 33.9 percent in the first three months of 2010, compared to 34.8 percent in the same period of 2009.
Net income attributable to Luxottica Group stockholders increased by Euro 16.3 million, or 20.8 percent, to Euro 95.1 million in the first three months of 2010 from Euro 78.8 million in the same period of 2009. Net income attributable to Luxottica group stockholders as a percentage of net sales increased to 6.8 percent in the first three months of 2010 from 6.0 percent in the same period of 2009.
6
Basic earnings per share were Euro 0.21 in the first three months of 2010 as compared to Euro 0.17 in the same period of 2009. Diluted earnings per share were Euro 0.21 in the first three months of 2010 compared to Euro 0.17 in the same period of 2009.
OUR CASH FLOWS
The following table sets forth for the periods indicated, certain items included in our statements of consolidated cash flows included in Item 1 of this report.
|
|
As of March 31, 2010 |
As of March 31, 2009 |
||||||
---|---|---|---|---|---|---|---|---|---|
A) |
Cash and cash equivalents at the beginning of the period |
380,081 | 288,450 | ||||||
B) |
Cash provided by operating activities |
42,525 | 140,292 | ||||||
C) |
Cash used in investing activities |
(52,353 | ) | (47,112 | ) | ||||
D) |
Cash used in financing activities |
(39,245 | ) | (129,370 | ) | ||||
|
Change in bank overdrafts |
(12,742 | ) | (30,346 | ) | ||||
|
Effect of exchange rate changes on cash and cash equivalents |
17,894 | 5,094 | ||||||
E) |
Net change in cash and cash equivalents |
(43,921 | ) | (61,442 | ) | ||||
F) |
Cash and cash equivalents at the end of the period |
336,160 | 227,008 | ||||||
Operating activities. Our cash provided by operating activities was Euro 42.5 million and Euro 140.3 million for the first three months of 2010 and 2009, respectively. The Euro 97.8 million decrease for the first three months of 2010 as compared to the same period in 2009 was primarily attributable to:
Investing activities. Our cash used in investing activities was Euro (52.4) million for the first three months of 2010 compared to Euro (47.1) million for the same period in 2009. The cash used in investing activities primarily consists of (i) Euro (31.7) million in capital expenditures in the first three months of 2010 compared to Euro (44.6) million in the same period of 2009, which mostly relate to our reduction in investment in the opening, remodeling and relocation of stores in the retail distribution segment as we wind down our remodeling initiative, and (ii) the payment of the second instalment related to the acquisition of a 40 percent investment in Multiopticas Internacional S.L. by Euro 20.7 million which occurred in the first three months of 2010.
Financing activities. Our cash generated/(used in) financing activities for the first three months of 2010 and 2009 was Euro (39.2) million and Euro (129.4) million, respectively. Cash provided by/(used in) financing activities for the first three months of 2010 consisted primarily of the proceeds of Euro 126.5 million from long-term debt borrowings and Euro (162.0) million used to repay long-term debt expiring during the first three months of 2010. Cash provided by/(used in) financing activities for the first three months of 2009 consisted primarily of the proceeds of Euro 536.4 million from long-term debt borrowings Euro (58.3) million and Euro (608.2) million in cash used to repay bank overdrafts and long-term debt expiring during the first three months of 2009.
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OUR CONSOLIDATED BALANCE SHEET
|
March 31, 2010 (unaudited) |
December 31, 2009 (audited) |
|||||
---|---|---|---|---|---|---|---|
|
(thousands of Euro) |
||||||
ASSETS |
|||||||
CURRENT ASSETS: |
|||||||
Cash and cash equivalents |
336,160 | 380,081 | |||||
Accounts receivablenet |
718,434 | 618,884 | |||||
Inventoriesnet |
540,467 | 524,663 | |||||
Other assets |
214,870 | 198,365 | |||||
Total current assets |
1,809,931 | 1,721,993 | |||||
NON CURRENT ASSETS: |
|||||||
Property, plant and equipmentnet |
1,171,543 | 1,149,972 | |||||
Goodwill |
2,837,688 | 2,688,835 | |||||
Intangible assetsnet |
1,193,394 | 1,149,880 | |||||
Investments |
49,480 | 46,317 | |||||
Other assets |
147,485 | 147,591 | |||||
Deferred tax assets |
343,486 | 356,706 | |||||
Total non-current assets |
5,743,078 | 5,539,301 | |||||
TOTAL ASSETS |
7,553,009 | 7,261,294 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|||||||
CURRENT LIABILITIES: |
|||||||
Bank overdrafts |
134,978 | 148,951 | |||||
Current portion of long-term debt |
199,580 | 166,279 | |||||
Accounts payable |
403,352 | 434,604 | |||||
Income taxes payable |
7,942 | 11,204 | |||||
Other liabilities |
571,889 | 554,136 | |||||
Total current liabilities |
1,317,742 | 1,315,174 | |||||
NON-CURRENT LIABILITIES: |
|||||||
Long-term debt |
2,422,941 | 2,401,796 | |||||
Liability for termination indemnity |
43,367 | 44,633 | |||||
Deferred tax liabilities |
382,095 | 396,048 | |||||
Other liabilities |
379,534 | 350,028 | |||||
Total non-current liabilities |
3,227,936 | 3,192,505 | |||||
STOCKHOLDERS' EQUITY: |
|||||||
Luxottica Group stockholders' equity |
2,994,886 | 2,737,239 | |||||
Noncontrolling interests |
12,445 | 16,376 | |||||
Total stockholders' equity |
3,007,331 | 2,753,615 | |||||
TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY |
7,553,009 | 7,261,294 | |||||
As of March 31, 2010 total assets were Euro 7,553.0 million and increased by Euro 291.7 million compared to Euro 7,261.3 million as of December 31, 2009.
In the first three months of 2010 non-current assets increased by Euro 203.8 million. This increase was primarily due to increases in net intangible assets (Euro 192.4 million increase), property, plant and
8
equipmentnet (Euro 21.6 million increase) and investments (Euro 3.2 million increase) which were partially offset by decreases in deferred tax assets (Euro 13.2 million decrease) and other assets (Euro 0.1 million decrease).
The increase in net intangible assets is primarily due to the positive effects of foreign currency fluctuation effects of Euro 202.1 million.
The increase in property, plant and equipment is primarily due to additions during the period of Euro 31.7 million, partially offset by Euro 8.0 million of disposals.
As of March 31, 2010 as compared to December 31, 2009:
Our net financial position as of March 31, 2010 and December 31, 2009 is as follows:
(thousands of Euro) |
March 31, 2010 |
December 31, 2009 |
|||||
---|---|---|---|---|---|---|---|
Cash and cash equivalents |
336,160 | 380,081 | |||||
Bank overdrafts |
(134,978 | ) | (148,951 | ) | |||
Current portion of long-term debt |
(199,580 | ) | (166,279 | ) | |||
Long-term debt |
(2,422,941 | ) | (2,401,796 | ) | |||
Total |
(2,421,340 | ) | (2,336,945 | ) | |||
Bank overdrafts represent negative cash balances held in banks and amounts borrowed under various unsecured short-term lines of credit that the Company has obtained through local financial institutions. These facilities are usually short-term in nature. The remaining part consists of short-term revolving lines of credit borrowed by various subsidiaries of the Group. The applicable interest rate is usually floating and varies based on the currency of the line of credit.
As of March 31, 2010 the Company and its wholly-owned Italian subsidiary Luxottica S.r.l had credit lines aggregating Euro 391.8 million. The interest rate is a floating rate and is EURIBOR plus a margin on average of approximately 0.50 percent. As of March 31, 2010 these credit lines were utilized for Euro 0.4 million.
As of March 31, 2010, Luxottica US Holdings maintained unsecured lines of credit for an aggregate maximum availability of Euro 98.5 million (U. S. $133.2 million). The interest rate is a floating rate and is approximately USD LIBOR plus 0.80 percent. At March 31, 2010, these lines were not used.
As of March 31, 2010 the current portion of long-term debt has increased due to the reclassification of the portion of the debt maturing in the first three months of 2011 as short-term debt
4. RELATED PARTY TRANSACTIONS
Our related party transactions are neither atypical nor unusual and occur within the ordinary course of our business. Management believe that these transactions are fair to the Company. For further details
9
on the related party transactions please refer to Note 27 in the Notes to the Interim Consolidated Financial Statements as of March 31, 2010.
5. SUBSEQUENT EVENTS
There are no significant events that have occurred between the end of the quarter and the authorization by the Board of Directors to the issuance of our financial statements related thereto.
6. 2010 OUTLOOK
Based on current market conditions, management believes that the remainder of 2010 will be more normal for our business than in the prior year.
Management believes that the benefits expected from the investments and initiatives carried out during the past two years will be fully realized in 2010, due in part to a much more flexible and efficient cost structure and organization than in the past. In addition, in 2010, we will continue to invest in our infrastructure, with the goal of creating a truly common platform shared by our operations throughout the world, which is essential to support our future growth.
10
NON-IAS/IFRS MEASURES
We use in this Management Report certain performance measures that are not in accordance with IAS/IFRS. Such non-IAS/IFRS measures are not meant to be considered in isolation or as a substitute for items appearing on our financial statements prepared in accordance with IAS/IFRS. Rather, these non-IAS/IFRS measure should be used as a supplement to IAS/IFRS results to assist the reader in better understanding our operational performance.
We caution that such measures are not defined terms under IAS/IFRS and their definitions should be carefully reviewed and understood by investors. Such non-IAS/IFRS measures are explained in detail and reconciled to their most comparable IAS/IFRS measures below.
EBITDA
EBITDA represents net income attributable to Luxottica Group Stockholders, before noncontrolling interest, provision for income taxes, other income/expense, depreciation and amortization. We believe that EBITDA is useful to both management and investors in evaluating our operating performance compared with that of other companies in our industry. Our calculation of EBITDA allows us to compare our operating results with those of other companies without giving effect to financing, income taxes and the accounting effects of capital spending, which items may vary for different companies for reasons unrelated to the overall operating performance of a company's business.
EBITDA is not a measure of performance under IAS/IFRS. We include it in this Management Report in order to:
Investors should be aware that our method of calculating EBITDA may differ from methods used by other companies. We recognize that the usefulness of EBITDA has certain limitations, including:
11
We compensate for the foregoing limitations by using EBITDA as a comparative tool, together with IAS/IFRS measurements, to assist in the evaluation of our operating performance and leverage.
The following table provides a reconciliation of EBITDA to net income, which is the most directly comparable IAS/IFRS financial measure:
Non-IAS/IFRS Measure: EBITDA and EBITDA margin
|
March 31, 2010 |
March 31, 2009 |
|||||
---|---|---|---|---|---|---|---|
|
(Millions of Euro) |
||||||
Net income attributable to Luxottica Group Stockholders |
95.1 | 78.8 | |||||
(+) |
|||||||
Net income attributable to noncontrolling interest |
2.6 |
2.6 |
|||||
(+) |
|||||||
Provision for income taxes |
50.2 |
43.4 |
|||||
(+) |
|||||||
Other (income)/expense |
23.4 |
29.4 |
|||||
(+) |
|||||||
Depreciation & amortization (+) |
71.4 |
72.8 |
|||||
(+) |
|||||||
EBITDA |
242.6 | 227.0 | |||||
(=) |
|||||||
Net sales |
1,391.7 |
1,312.3 |
|||||
(/) |
|||||||
EBITDA margin |
17.4 |
% |
17.3 |
% |
|||
(=) |
|||||||
Free Cash Flow
Free cash flow represents net income before noncontrolling interests, taxes, other income/expense, depreciation and amortization (i.e. EBITDA) plus or minus the decrease/(increase) in working capital over the prior period, less capital expenditures, plus or minus interest income/(expense) and extraordinary items, minus taxes paid. We believe that free cash flow is useful to both management and investors in evaluating our operating performance compared with other companies in our industry. In particular, our calculation of free cash flow provides a clearer picture of our ability to generate net cash from operations, which is used for mandatory debt service requirements, to fund discretionary investments, pay dividends or pursue other strategic opportunities.
Free cash flow is not a measure of performance under IAS/IFRS. We include it in this presentation in order to:
12
Investors should be aware that our method of calculation of free cash flow may differ from methods used by other companies. We recognize that the usefulness of free cash flow as an evaluative tool may have certain limitations, including:
We compensate for the foregoing limitations by using free cash flow as one of several comparative tools, together with IAS/IFRS measurements, to assist in the evaluation of our operating performance.
The following table provides a reconciliation of free cash flow to EBITDA and the table above provides a reconciliation of EBITDA to net income, which is the most directly comparable IAS/IFRS financial measure:
Non-IAS/IFRS Measure: Free cash flow
|
March 31, 2010 |
|||
---|---|---|---|---|
|
(Millions of Euro) |
|||
EBITDA |
242.6 | |||
D Working capital |
(116.0 | ) | ||
Capital expenditures |
(31.7 | ) | ||
Operating cash flow |
94.9 | |||
Net interest expense |
(22.6 | ) | ||
Income taxes paid |
(28.3 | ) | ||
Othernet |
(0.9 | ) | ||
Free cash flow |
43.1 | |||
FORWARD-LOOKING INFORMATION
Throughout this report, management has made certain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 which are considered prospective. These statements are made based on management's current expectations and beliefs and are identified by the use of forward-looking words and phrases such as "plans," "estimates," "believes" or "belief," "expects" or other similar words or phrases.
Such statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those which are anticipated. Such risks and uncertainties include, but are not limited to, our ability to manage the effect of the poor current global economic conditions on our business, our ability to successfully acquire new businesses and integrate their operations, our ability to predict future economic conditions and changes in consumer preferences, our ability to successfully introduce and market new products, our ability to maintain an efficient distribution network, our ability to achieve and manage growth, our ability to negotiate and maintain favorable license arrangements, the availability of correction alternatives to prescription eyeglasses, fluctuations in exchange rates, changes in local conditions, our ability to protect our proprietary rights, our ability to maintain our relationships with host stores, any failure of our information technology, inventory and other asset risk, credit risk on our accounts, insurance risks, changes in tax laws, as well as other political, economic, legal and technological factors and other risks and uncertainties described in our filings with the U.S. Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, and we do not assume any obligation to update them.
13
CONSOLIDATED BALANCE SHEETSIAS/IFRS
|
|
March 31, 2010 (unaudited) |
December 31, 2009 (audited) |
|||||||
---|---|---|---|---|---|---|---|---|---|---|
|
Footnote reference |
|||||||||
|
(Thousands of Euro) |
|||||||||
ASSETS |
||||||||||
CURRENT ASSETS: |
||||||||||
Cash and cash equivalents |
5 | 336,160 | 380,081 | |||||||
Accounts receivablenet |
6 | 718,434 | 618,884 | |||||||
Inventoriesnet |
7 | 540,467 | 524,663 | |||||||
Other assets |
8 | 214,870 | 198,365 | |||||||
Total current assets |
1,809,931 | 1,721,993 | ||||||||
NON-CURRENT ASSETS: |
||||||||||
Property, plant and equipmentnet |
9 | 1,171,543 | 1,149,972 | |||||||
Goodwill |
10 | 2,837,688 | 2,688,835 | |||||||
Intangible assetsnet |
10 | 1,193,394 | 1,149,880 | |||||||
Investments |
11 | 49,480 | 46,317 | |||||||
Other assets |
12 | 147,485 | 147,591 | |||||||
Deferred tax assets |
13 | 343,486 | 356,706 | |||||||
Total non-current assets |
5,743,078 | 5,539,301 | ||||||||
TOTAL ASSETS |
7,553,009 | 7,261,294 |
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||||||
CURRENT LIABIILTIES: |
||||||||||
Bank overdrafts |
14 | 134,978 | 148,951 | |||||||
Current portion of long-term debt |
15 | 199,580 | 166,279 | |||||||
Accounts payable |
16 | 403,352 | 434,604 | |||||||
Income taxes payable |
17 | 7,942 | 11,204 | |||||||
Other liabilities |
18 | 571,889 | 554,136 | |||||||
Total current liabilities |
1,317,742 | 1,315,174 | ||||||||
NON-CURRENT LIABILITIES: |
||||||||||
Long-term debt |
19 | 2,422,941 | 2,401,796 | |||||||
Liability for termination indemnities |
20 | 43,367 | 44,633 | |||||||
Deferred tax liabilities |
21 | 382,095 | 396,048 | |||||||
Other liabilities |
22 | 379,534 | 350,028 | |||||||
Total non-current liabilities |
3,227,936 | 3,192,505 | ||||||||
STOCKHOLDERS' EQUITY |
||||||||||
Luxottica Group stockholders' equity |
23 | 2,994,886 | 2,737,239 | |||||||
Noncontrolling interests |
24 | 12,445 | 16,376 | |||||||
Total stockholders' equity |
3,007,331 | 2,753,615 | ||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
7,553,009 | 7,261,294 |
14
STATEMENT OF CONSOLIDATED INCOMEIAS/IFRS
FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009IAS/IFRS (UNAUDITED)
|
Footnote reference |
2010 |
2009 |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
|
(Thousands of Euro)(1) |
||||||||||
Net sales |
25 | 1,391,687 | 1,312,334 | ||||||||
Cost of sales |
25 | 499,789 | 450,988 | ||||||||
Gross profit |
891,898 | 861,346 | |||||||||
Selling |
25 | 452,766 | 440,888 | ||||||||
Royalties |
25 | 24,868 | 25,812 | ||||||||
Advertising |
25 | 81,143 | 79,277 | ||||||||
General and administrative |
25 | 141,765 | 140,180 | ||||||||
Intangibles amortization |
25 | 20,110 | 21,017 | ||||||||
Total operating expenses |
720,652 | 707,174 | |||||||||
Income from operations |
171,245 | 154,173 | |||||||||
Other income/(expense) |
|||||||||||
Interest income |
25 | 2,037 | 2,004 | ||||||||
Interest expense |
25 | (24,638 | ) | (29,820 | ) | ||||||
Othernet |
25 | (818 | ) | (1,605 | ) | ||||||
Income before provision for income taxes |
147,827 | 124,751 | |||||||||
Provision for income taxes |
25 | (50,161 | ) | (43,415 | ) | ||||||
Net income |
97,666 | 81,336 | |||||||||
Of which attributable to: |
|||||||||||
Luxottica Group stockholders |
25 | 95,091 | 78,750 | ||||||||
Noncontrolling interests |
25 | 2,575 | 2,587 | ||||||||
NET INCOME |
97,666 | 81,336 | |||||||||
Weighted average number of shares outstanding: |
|||||||||||
Basic |
458,404,423 | 457,031,838 | |||||||||
Diluted |
459,966,975 | 457,079,017 | |||||||||
EPS |
|||||||||||
Basic |
0.21 | 0.17 | |||||||||
Diluted |
0.21 | 0.17 |
15
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009IAS/IFRS (UNAUDITED)
|
March 31, 2010 (unaudited) |
March 31, 2009 (unaudited) |
||||||
---|---|---|---|---|---|---|---|---|
|
(Thousands of Euro) |
|||||||
Net income |
97,666 | 81,336 | ||||||
Other comprehensive income: |
||||||||
Cash flow hedgenet of tax |
(7,433 |
) |
(424 |
) |
||||
Currency translation differences |
155,930 |
58,722 |
||||||
Actuarial gain/(loss) on postemployment benefit obligations |
(14 |
) |
|
|||||
Total other comprehensive incomenet of tax |
148,485 |
58,298 |
||||||
Total comprehensive income for the period |
246,151 |
139,634 |
||||||
Attributable to: |
||||||||
Luxottica Group stockholders' equity |
243,198 | 137,013 | ||||||
Noncontrolling interests |
2,953 | 2,621 | ||||||
Total comprehensive income for the period |
246,151 | 139,634 |
16
STATEMENT OF CONSOLIDATED STOCKHOLDERS' EQUITYIFRS/IAS
FOR THE THREE MONTHS ENDED MARCH 31, 2010 (UNAUDITED)
|
Capital stock | |
|
|
|
|
|
|
|
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
Additional paid-in capital |
|
|
Translation of foreign operations and other |
|
|
|
|||||||||||||||||||||||
|
Number of shares |
Amount |
Legal reserve |
Retained earnings |
Stock-Options reserve |
Treasury shares |
Stockholders' equity |
Non controlling interests |
|||||||||||||||||||||||
|
(Thousands of Euro) |
||||||||||||||||||||||||||||||
Balances, January 1, 2009 |
463,368,233 | 27,802 | 5,554 | 138,424 | 2,676,551 | 97,958 | (430,547 | ) | (69,987 | ) | 2,445,755 | 13,729 | |||||||||||||||||||
Net income |
| | | | 78,750 | | | | 78,750 | 2,587 | |||||||||||||||||||||
Other comprehensive income: |
|||||||||||||||||||||||||||||||
Currency translation differences and other |
| | | | | | 58,688 | | 58,688 | 34 | |||||||||||||||||||||
Cash flow hedgenet of tax |
| | | | (424 | ) | | | | (424 | ) | | |||||||||||||||||||
Total comprehensive income as of March 31, 2009 |
| | | | 78,325 | | 58,688 | | 137,013 | 2,621 | |||||||||||||||||||||
Exercise of stock options |
129,900 | 45 | | 1,192 | | | | | 1,237 | | |||||||||||||||||||||
Non-cash stock-based compensation |
| | | | | 3,967 | | | 3,967 | | |||||||||||||||||||||
Change in controlling interest in subsidiary |
| | | | | | | | (748 | ) | |||||||||||||||||||||
Dividends |
| | | | | | | | (565 | ) | |||||||||||||||||||||
Balances, March 31, 2009 |
463,498,133 | 27,847 | 5,554 | 139,616 | 2,754,876 | 101,925 | (371,859 | ) | (69,987 | ) | 2,587,972 | 15,037 | |||||||||||||||||||
Balances, January 1, 2010 |
464,386,383 | 27,863 | 5,561 | 166,912 | 2,900,213 | 124,563 | (405,160 | ) | (82,713 | ) | 2,737,239 | 16,376 | |||||||||||||||||||
Net income |
| | | | 95,091 | | | 95,091 | 2,575 | ||||||||||||||||||||||
Other comprehensive income: |
|||||||||||||||||||||||||||||||
Currency translation differences and other |
| | | | | 155,552 | | 155,552 | 378 | ||||||||||||||||||||||
Cash flow hedgenet of tax |
| | | | (7,433 | ) | | | (7,433 | ) | | ||||||||||||||||||||
Actuarial gain/(loss) on postemployment benefit obligations |
| | | | (14 | ) | | | (14 | ) | | ||||||||||||||||||||
Total comprehensive income as of March 31, 2010 |
| | | | 87,646 | | 155,552 | | 243,198 | 2,953 | |||||||||||||||||||||
Exercise of stock options |
404,900 | 24 | 5,031 | | | | | 5,055 | | ||||||||||||||||||||||
Non-cash stock-based compensation |
| | | | | 6,372 | | | 6,372 | | |||||||||||||||||||||
Investment in treasury shares including tax effect of Euro 3.0 million |
| | | 4,962 | | | | (1,940 | ) | 3,022 | | ||||||||||||||||||||
Dividends |
| | | | | | | | (6,884 | ) | |||||||||||||||||||||
Balances, March 31, 2010 |
464,791,283 | 27,887 | 5,561 | 176,905 | 2,987,859 | 130,935 | (249,608 | ) | (84,653 | ) | 2,994,886 | 12,445 | |||||||||||||||||||
17
STATEMENT OF CONSOLIDATED CASH FLOWS FOR THE THREE
MONTHS ENDED MARCH 31, 2010 AND 2009IAS/IFRS (UNAUDITED)
|
2010 |
2009 |
||||||
---|---|---|---|---|---|---|---|---|
|
(Thousands of Euro) |
|||||||
Net income |
97,666 | 81,336 | ||||||
Stock-based compensation |
6,372 | 3,967 | ||||||
Depreciation and amortization |
71,383 | 72,802 | ||||||
Net loss on disposals of fixed assets and other |
1,378 | 3,812 | ||||||
Other non-cash items |
(11,384 | ) | 8,226 | |||||
Changes in accounts receivable |
(80,766 |
) |
(45,260 |
) |
||||
Changes in inventories |
320 | 1,910 | ||||||
Changes in accounts payable |
(37,220 | ) | (15,295 | ) | ||||
Changes in other assets/liabilities |
1,174 | 29,696 | ||||||
Changes in income taxes payable |
(6,398 | ) | (902 | ) | ||||
Total adjustments |
(55,141 |
) |
58,956 |
|||||
Cash provided by operating activities |
42,525 |
140,292 |
||||||
Property, plant and equipment |
||||||||
Additions |
(31,708 | ) | (44,644 | ) | ||||
Disposals |
| | ||||||
Purchases of businesses net of cash acquired |
(6,875 | ) | (2,468 | ) | ||||
Sales of businesses net of cash disposed |
6,913 |
|
||||||
Investments in equity investees |
(20,684 |
) |
|
|||||
Changes in intangible assets |
|
|
||||||
Cash used in investing activities |
(52,354 | ) | (47,112 | ) | ||||
18
STATEMENT OF CONSOLIDATED CASH FLOWS FOR THE THREE MONTHS
ENDED MARCH 31, 2010 AND 2009IAS/IFRS (UNAUDITED)
|
2010 |
2009 |
||||||
---|---|---|---|---|---|---|---|---|
|
(Thousands of Euro) |
|||||||
Long-term debt: |
||||||||
Proceeds |
126,545 | 536,386 | ||||||
Repayments |
(161,976 | ) | (608,169 | ) | ||||
Decrease in overdraft balances |
(8,036 | ) | (58,262 | ) | ||||
Exercise of stock options |
5,056 |
1,240 |
||||||
Sale of treasury shares |
6,050 |
|
||||||
Dividends |
(6,884 |
) |
(565 |
) |
||||
Cash used in financing activities |
(39,245 | ) | (129,370 | ) | ||||
Decrease in cash and cash equivalents |
(49,074 | ) | (36,190 | ) | ||||
Cash and cash equivalents, beginning of the period |
346,624 | 28,426 | ||||||
Effect of exchange rate changes on cash and cash equivalents |
17,894 | 5,094 | ||||||
Cash and cash equivalents, end of the period |
315,444 | (2,670 | ) | |||||
Supplemental disclosure of cash flows information:
|
2010 |
2009 |
|||||
---|---|---|---|---|---|---|---|
Cash paid during the period for interest |
33,160 | 38,865 | |||||
Cash paid during the period for income taxes |
28,276 | 23,919 | |||||
Following the reconciliation between the balance of cash and cash equivalents according to the consolidated cash flows and the balance of cash and cash equivalents according to the balance sheets:
|
2010 |
2009 |
|||||
---|---|---|---|---|---|---|---|
Cash and cash equivalents according to the consolidated statement of cash flows (net of bank overdrafts) |
315,444 | (2,670 | ) | ||||
Bank overdrafts |
20,716 | 229,678 | |||||
Cash and cash equivalents according to the consolidated balance sheets |
336,160 | 227,008 | |||||
19
Headquarters and registered office via Cantù, 220123 Milan, Italy
Capital Stock:
€ 27,887,476.98
authorized and issued
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT
As of MARCH 31, 2010
(UNAUDITED)
1. BACKGROUND
Luxottica Group S.p.A. (hereinafter the "Company"or together with its consolidated subsidiaries, the "Group") is a company listed on Borsa Italiana and the New York Stock Exchange with its registered office located at via Cantù 2, Milan (Italy).
The Company is controlled by Delfin S.à.r.l., based in Luxembourg. The chairman of the Board of Directors of the Company, Leonardo del Vecchio, controls Delfin S.à.r.l.
The Company's Board of Directors approved this condensed consolidated Quarterly Report (hereinafter referred to as the "Quarterly Report") for publication at its meeting on April 29, 2010.
This Quarterly Report is unaudited.
2. BASIS OF PREPARATION
This Quarterly Report has been prepared in accordance with article 154-ter of the Legislative Decree No. 58 of February 24, 1998.
The financial statements included in the Quarterly Report (the "Quarterly Financials") have been prepared in compliance with the International Financial Reporting Standards issued by the International Accounting Standards Board ("IASB") and endorsed by the European Union ("IAS/IFRS"), and in accordance with International Accounting Standard ("IAS") 34Interim Financial Reporting.
The preparation of an interim report requires management to use estimates and assumptions that affect the reported amounts of revenue, costs, assets and liabilities, as well as disclosures relating to contingent assets and liabilities at the reporting date. Results published on the basis of such estimates and assumptions could vary from actual results that may be calculated in the future.
These measurement processes and, in particular, those that are more complex, such as the calculation of impairment losses on non-current assets, are generally carried out only when the audited consolidated financial statements for the fiscal year are prepared, when all the necessary information is available, unless there are indications of impairment requiring immediate impairment testing. Similarly, the actuarial calculations necessary to calculate certain employee benefit liabilities, the changes to most deferred tax assets and liabilities and the impact of share-based payments are normally carried out when the audited consolidated financial statements for the fiscal year are prepared.
Lastly, with reference to Consob resolution no. 15519 of July 27, 2006, which addresses the format of the financial statements, the Company has not included any specific supplements to the income statement, statement of financial position or statement of cash flows showing related party transactions, as these are immaterial. Please see Note 27"Related Party Transactions" for additional details regarding transactions with related parties.
Certain prior year financial statements items have been reclassified in order to be comparable with those of the current year.
20
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
3. NEW ACCOUNTING STANDARDS
Beginning in 2010 the Group applied the following new accounting standards, amendments and interpretations, as revised by the IASB.
On April 16, 2009, the IASB issued a series of amendments to IAS/IFRS, which the relevant European Union ("EU") bodies endorsed on March 23, 2010. Such amendments apply from and after January 1, 2010 and include the following:
21
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
3. NEW ACCOUNTING STANDARDS (Continued)
operating segment determined in accordance with paragraph 5 of IFRS 8, before any combination permitted by the same standard.
On June 18, 2009, IASB issued another amendment to IFRS 2Share-based payment: group cash-settled share-based payment transactions. The amendment clarifies that the company receiving goods or services as part of share-based payment plans should recognize such goods or services regardless of which group or company settles the transaction and regardless of whether the transaction is settled in cash or shares. The amendment also specifies that a company should measure goods or services received as part of a transaction settled in cash or shares from its perspective, which might not coincide with that of the group or with the relevant amount recognized in the consolidated financial statements. This amendment applies as of January 1, 2010 and was endorsed by the relevant EU bodies on March 23, 2010.
4. SEGMENT REPORTING
In accordance with IFRS 8"Operating Segments" the segment reporting schedules are provided below, using the primary reporting format, which includes two market segments: the first relates to Wholesale and Manufacturing Distribution ("Wholesale"), while the second relates to Retail Distribution ("Retail").
The following schedule provides information by business segment, which Group management considers necessary to assess the Group's performance and to support future decisions relating to the allocation of resources.
22
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
4. SEGMENT REPORTING (Continued)
In accordance with the amendment to IFRS 8, issued on April 16, 2009 and applicable as of January 1, 2010, the total amount of assets is no longer provided for each reporting segment, as this amount is not regularly reported to the highest authority in the Group's decision-making operation.
(thousands of Euro) Three months ended March 31, |
Manufacturing and Wholesale Distribution |
Retail Distribution |
Inter-Segment Transactions and Corporate Adjustments |
Consolidated |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2010 |
|||||||||||||
Net sales |
553,523 | 838,164 | 1,391,687 | ||||||||||
Income from Operations |
120,113 | 88,008 | (36,875 | ) | 171,246 | ||||||||
Capital Expenditures |
13,788 | 17,920 | 31,708 | ||||||||||
Depreciation and Amortization |
18,153 | 33,119 | 20,110 | 71,382 | |||||||||
2009 |
|||||||||||||
Net sales |
501,569 | 810,765 | 1,312,334 | ||||||||||
Income from Operations |
105,023 | 82,386 | (33,236 | ) | 154,173 | ||||||||
Capital Expenditures |
19,341 | 25,303 | 44,644 | ||||||||||
Depreciation and Amortization |
18,684 | 33,102 | 21,017 | 72,802 | |||||||||
NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CURRENT ASSETS
5. CASH AND BANKS
(thousands of Euro) |
As of March 31, 2010 |
As of December 31, 2009 |
|||||
---|---|---|---|---|---|---|---|
Cash at bank and post office |
325,978 | 371,572 | |||||
Checks |
4,117 | 5,689 | |||||
Cash and cash equivalent on hand |
5,351 | 2,143 | |||||
Restricted cash |
714 | 677 | |||||
Total |
336,160 | 380,081 | |||||
6. RECEIVABLES FROM CUSTOMERS
(thousands of Euro) |
As of March 31, 2010 |
As of December 31, 2009 |
|||||
---|---|---|---|---|---|---|---|
Accounts receivable |
750,185 | 649,821 | |||||
Bad debt fund |
(31,751 | ) | (30,937 | ) | |||
Total |
718,434 | 618,884 | |||||
23
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
6. RECEIVABLES FROM CUSTOMERS (Continued)
The above are exclusively trade receivables and are recognized net of allowances to adjust their carrying amount to estimated realizable value. They are all due within 12 months.
7. INVENTORIES
(thousands of Euro) |
As of March 31, 2010 |
As of December 31, 2009 |
|||||
---|---|---|---|---|---|---|---|
Raw materials |
112,772 | 112,760 | |||||
Work in process |
51,210 | 52,368 | |||||
Finished goods |
469,106 | 440,927 | |||||
Less: inventory obsolescence reserves |
(92,621 | ) | (81,392 | ) | |||
Total |
540,467 | 524,663 | |||||
8. OTHER CURRENT ASSETS
(thousands of Euro) |
As of March 31, 2010 |
As of December 31, 2009 |
|||||
---|---|---|---|---|---|---|---|
Sales taxes receivables |
6,974 | 26,104 | |||||
Short-term borrowing |
822 | 806 | |||||
Accrued income |
1,466 | 1,272 | |||||
Receivables for royalties |
2,894 | 2,229 | |||||
Other financial assets |
81,287 | 43,545 | |||||
Total financial assets |
93,443 | 73,956 | |||||
Income taxes receivables |
9,807 | 33,413 | |||||
Advances to suppliers |
3,136 | 1,545 | |||||
Prepaid expenses |
83,259 | 61,424 | |||||
Other assets |
25,225 | 28,027 | |||||
Total other assets |
121,427 | 124,409 | |||||
Total other current assets |
214,870 | 198,365 | |||||
Other financial assets is comprised of Euro 25.8 million of marketable securities (as of December 31, 2009 such amounts were not invested and were held as cash and cash equivalents), Euro 1.0 million of receivables from foreign currency derivatives and other financial assets mainly recorded by Retail North America in the amount of Euro 22.2 million as of March 31, 2010 (Euro 17.2 million as of December 31, 2009).
The decrease in income tax assets is primarily due to the offset of Euro 19.8 million of tax receivables by tax payables in the North American operations.
Prepaid expenses mainly relate to the prepaid rental expenses of companies in the North American and Asia-Pacific Retail Division.
24
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
8. OTHER CURRENT ASSETS (Continued)
Other current assets include the current portion of minimum payments for royalties advanced to some licensed designer brands of Euro 25.2 million as of March 31, 2010 (Euro 28.0 million as of December 31, 2009).
The net book value of financial assets is approximately equal to their fair value and corresponds to the maximum exposure of the credit risk. The Group has no guarantees or other instruments aimed at diminishing credit risk.
NON CURRENT ASSETS
9. NET PROPERTY, PLANT AND EQUIPMENT
Changes in items of property, plant and equipment during the first quarter of 2010 are illustrated below:
|
Land and buildings, including leasehold improvements |
Machinery and equipment |
Aircraft |
Other equipment |
Total |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance as of January 1, 2010 |
||||||||||||||||
Historical cost |
766,625 | 880,851 | 39,814 | 554,479 | 2,241,769 | |||||||||||
Accumulated depreciation |
(295,106 | ) | (515,057 | ) | (7,457 | ) | (274,177 | ) | (1,091,797 | ) | ||||||
Balance as of January 1, 2010 |
471,519 | 365,794 | 32,357 | 280,302 | 1,149,972 | |||||||||||
Increases |
1,444 | 5,337 | 24,927 | 31,708 | ||||||||||||
Decreases |
(190 | ) | (166 | ) | (911 | ) | (1,267 | ) | ||||||||
Translation differences and other |
13,805 | 17,794 | 9,989 | 41,588 | ||||||||||||
Depreciation expense |
(13,185 | ) | (20,899 | ) | (393 | ) | (15,981 | ) | (50,458 | ) | ||||||
Balance as of March 31, 2010 |
473,393 | 367,859 | 31,964 | 298,326 | 1,171,543 | |||||||||||
Historical cost |
795,168 | 918,865 | 39,814 | 591,121 | 2,344,968 | |||||||||||
Accumulated depreciation |
(321,774 | ) | (551,005 | ) | (7,850 | ) | (292,794 | ) | (1,173,425 | ) | ||||||
Balance as of March 31, 2010 |
473,393 | 367,859 | 31,964 | 298,326 | 1,171,543 | |||||||||||
Depreciation of Euro 50.5 million (Euro 51.2 million in the same period in 2009) is included in the cost of sales (Euro 14.5 million, compared to Euro 13.6 million in the same period in 2009), selling expenses (Euro 24.3 million, compared to Euro 25.3 million in the same period in 2009), advertising expenses (Euro 1.2 million, compared to Euro 1.2 million in the same period in 2009) and general and administrative expenses (Euro 10.5 million, compared to Euro 11.1 million in the same period in 2009).
Other items of property, plant and equipment include assets under construction of Euro 52.1 million at March 31, 2010 (Euro 49.2 million at December 31, 2009), mainly relating to the opening and renovation of North American retail stores.
Leasehold improvements totaled Euro 235.6 million and Euro 238.5 million at March 31, 2010 and December 31, 2009, respectively.
25
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
10. GOODWILL AND INTANGIBLE ASSETS
Changes in intangible assets in the first quarter of 2010 are illustrated below:
|
Goodwill |
Trade names and Trademarks |
Distributor network |
Customer relation, contracts and lists |
Franchise agreements |
Other |
Total |
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance as of January 1, 2010 |
||||||||||||||||||||||
Historical cost |
2,727,445 | 1,330,308 | 78,279 | 210,509 | 20,025 | 41,675 | 4,408,242 | |||||||||||||||
Accumulated amotization |
(38,610 | ) | (457,603 | ) | (18,003 | ) | (34,390 | ) | (4,760 | ) | (16,160 | ) | (569,527 | ) | ||||||||
Balance as of January 1, 2010 |
2,688,835 | 872,705 | 60,276 | 176,119 | 15,265 | 25,515 | 3,838,715 | |||||||||||||||
Increases |
53 | 2,390 | 292 | 2,735 | ||||||||||||||||||
Intangible assets from business acquisitions |
7,048 | 7,048 | ||||||||||||||||||||
Translation differences and other |
141,806 | 43,866 | 3,619 | 10,255 | 903 | 3,060 | 203,509 | |||||||||||||||
Amortization expense |
(14,937 | ) | (904 | ) | (3,675 | ) | (259 | ) | (1,150 | ) | (20,925 | ) | ||||||||||
Balance as of March 31, 2010 |
2,837,689 | 901,687 | 65,381 | 182,699 | 15,909 | 27,717 | 4,031,082 | |||||||||||||||
Of which |
||||||||||||||||||||||
Historical cost |
2,877,582 | 1,391,254 | 85,370 | 222,835 | 21,218 | 45,442 | 4,643,701 | |||||||||||||||
Accumulated amotization |
(39,893 | ) | (489,567 | ) | (19,989 | ) | (40,136 | ) | (5,309 | ) | (17,725 | ) | (612,619 | ) | ||||||||
Balance as of March 31, 2010 |
2,837,689 | 901,687 | 65,381 | 182,699 | 15,909 | 27,717 | 4,031,082 | |||||||||||||||
11. INVESTMENTS
This item amounts to Euro 49.5 million (Euro 46.3 million at December 31, 2009) and it primarily includes the investment in Multiopticas Internacional S.L., accounted for under the equity method.
12. OTHER NON-CURRENT ASSETS
Other non-current assets amount to Euro 147.5 million (Euro 147.6 million at December 31, 2009) and mainly include security deposits of Euro 12.8 million (Euro 10.5 million at December 31, 2009) and advances the Group has paid to certain licensees for future contractual minimum royalties, amounting to Euro 118.7 million (Euro 122.9 million at December 31, 2009).
13. DEFERRED TAX ASSETS
Deferred tax assets show a balance of Euro 343.5 million (Euro 356.7 million at December 31, 2009). Deferred tax assets primarily consist of temporary differences between the tax values and carrying amounts of inventories, intangible assets, pension funds and tax losses carried forward.
26
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
LIABILITIES AND EQUITY
14. PAYABLES TO BANKS
Payables to banks at March 31, 2010 reflect current account overdrafts with various banks. The interest rates on these credit lines are floating, and the credit lines may be used to obtain, if necessary, letters of credit.
15. CURRENT PORTION OF NON-CURRENT FINANCIAL LIABILITIES
This item consists of the current portion of loans granted to the Group, described below in Note 19"Non-current financial liabilities."
16. PAYABLES TO SUPPLIERS
Payables to suppliers consist of invoices received and not yet paid at the reporting date, in addition to invoices to be received, accounted for on an accrual basis.
The balance, which is due in its entirety within 12 months, is detailed below:
(thousands of Euro) |
As of March 31, 2010 |
As of December 31, 2009 |
|||||
---|---|---|---|---|---|---|---|
Accounts payable |
261,194 | 308,499 | |||||
Invoices to be received |
142,158 | 126,105 | |||||
Total |
403,352 | 434,604 | |||||
17. CURRENT TAX LIABILITIES
"Tax liabilities" include liabilities for current taxes which are certain and determined.
(thousands of Euro) |
As of March 31, 2010 |
As of December 31, 2009 |
|||||
---|---|---|---|---|---|---|---|
Current year income taxes payable fund |
20,740 | 27,901 | |||||
Income taxes advance payment |
(12,798 | ) | (16,697 | ) | |||
Total |
7,942 | 11,204 | |||||
27
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
18. CURRENT LIABILITIES
(thousands of Euro) |
As of March 31, 2010 |
As of December 31, 2009 |
|||||
---|---|---|---|---|---|---|---|
Premiums and discounts to suppliers |
22,856 | 24,179 | |||||
Sales commissions |
2,443 | 1,775 | |||||
Leasing rental |
18,906 | 16,051 | |||||
Accrued expenses wages & salaries |
65,088 | 63,565 | |||||
Insurance |
9,135 | 9,476 | |||||
Sale taxes payable |
28,050 | 36,336 | |||||
Salaries payable |
99,287 | 91,536 | |||||
Due to social securities authorities |
15,981 | 21,483 | |||||
Sales commissions payable |
4,155 | 3,363 | |||||
Royalties payable |
1,038 | 1,096 | |||||
Other financial liabilities |
202,196 | 192,849 | |||||
Total financial liabilities |
469,135 | 461,709 | |||||
Deferred income |
1,139 | 1,480 | |||||
Customers' right of return |
30,964 | 27,334 | |||||
Advances from customers |
37,565 | 36,680 | |||||
Other liabilities |
33,086 | 26,933 | |||||
Total liabilities |
102,754 | 92,427 | |||||
Total other current liabilities |
571,889 | 554,136 | |||||
Other financial liabilities primarily include the payable related to the Group's acquisition of the outstanding shares in its Turkish subsidiary in the amount of Euro 64.9 million (Euro 61.8 million at December 31, 2009) and the payable related to foreign currency derivatives of Euro 4.0 million (Euro 3.7 million as of December 31, 2009).
Other liabilities consists of the current portion of funds set aside for the provision for risks that primarily include:
28
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
19. NON-CURRENT FINANCIAL LIABILITIES
(thousands of Euro) |
As of March 31, 2010 |
As of December 31, 2009 |
|||||
---|---|---|---|---|---|---|---|
Luxottica Group S.p.A. Credit agreement with various financial institutions (a) |
545,061 | 544,585 | |||||
Senior unsecured guaranteed notes (b) |
344,669 | 205,297 | |||||
Credit agreement with various financial institutions (c) |
638,876 | 750,228 | |||||
Credit agreement with various financial institutions for Oakley acquisition (d) |
1,089,434 | 1,062,816 | |||||
Capital lease obligations, payable in installments through 2010 |
997 | 970 | |||||
Other loans with banks and other third parties, interest at various rates, payable in installments through 2014. (e) |
3,483 | 4,179 | |||||
Total |
2,622,521 | 2,568,075 | |||||
Less: Current maturities |
199,580 | 166,279 | |||||
Long Term Debt |
2,422,941 | 2,401,796 | |||||
(a) In April 2008, the Company entered into a new Euro 150.0 million unsecured credit facility with Banca Nazionale del Lavoro. This facility is an 18-month revolving credit facility that provides borrowing availability of up to Euro 150.0 million. The amounts borrowed under the revolving facility can be borrowed and repaid until final maturity. Interest accrued at EURIBOR plus 0.375 percent. The Company could select interest periods of one, three or six months. In June 2009, the Company renegotiated this credit facility. The new facility consists of a 2-year unsecured credit facility that is a revolving loan that provides borrowing availability of up to Euro 150.0 million. Amounts borrowed under the revolving loan can be borrowed and repaid until final maturity. Interest accrues at EURIBOR plus 1.90 percent. The Company can select interest periods of one, three or six months. The final maturity of the credit facility is July 13, 2011. As of March 31, 2010, this facility was not used.
On May 29, 2008, the Company entered into a Euro 250.0 million revolving credit facility, guaranteed by its subsidiary, Luxottica U.S. Holdings Corp. ("US Holdings"), with Intesa Sanpaolo S.p.A., as agent, and Intesa Sanpaolo S.p.A., Banca Popolare di Vicenza S.c.p.A. and Banca Antonveneta S.p.A., as lenders. The final maturity of the credit facility is May 29, 2013. The credit facility will require repayment of equal quarterly installments of Euro 30.0 million of principal starting on August 29, 2011, and a repayment of Euro 40.0 million on the final maturity date. Interest accrues at EURIBOR (as defined in the agreement) plus a margin between 0.40 percent and 0.60 percent based on the "Net Debt/EBITDA" ratio, as defined in the agreement (1.209 percent as of March 31, 2010). As of March 31, 2010 Euro 250.0 million was borrowed under this credit facility. The credit facility contains certain financial and operating covenants. The Company was in compliance with those covenants as of March 31, 2010.
In June and July 2009, we entered into eight interest rate swap transactions with an aggregate initial notional amount of Euro 250.0 million with various banks ("Intesa Swaps"). The Intesa Swaps will decrease their notional amount on a quarterly basis, following the amortization schedule of the underlying facility, starting on August 29, 2011. These Intesa Swaps will expire on May 29, 2013. The Intesa Swaps were entered into as a cash flow hedge on the Intesa Sanpaolo S.p.A. credit facility
29
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
19. NON-CURRENT FINANCIAL LIABILITIES (Continued)
discussed above. The Intesa Swaps exchange the floating rate of EURIBOR for an average fixed rate of 2.25 percent per annum. The ineffectiveness of cash flow hedges was tested at the inception date and at least every three months. The results of the tests indicated that the cash flow hedges are highly effective.
On November 11, 2009, the Company entered into a Euro 300 million Term Facility Agreement, guaranteed by its subsidiaries US Holdings and Luxottica S.r.l., with MediobancaBanca di Credito Finanziario S.p.A., as agent, and MediobancaBanca di Credito Finanziario S.p.A., Deutsche Bank S.p.A., Calyon S.A. Milan Branch and Unicredit Corporate Banking S.p.A., as lenders. The final maturity of the Term Facility is November 30, 2012. Interest will accrue at EURIBOR (as defined in the agreement) plus a margin between 1.75 percent and 3.00 percent based on the "Net Debt/EBITDA" ratio (2.905 percent as of March 31, 2010). As of March 31, 2010, Euro 300.0 million was borrowed under this credit facility.
(b) On September 3, 2003, US Holdings closed a private placement of US $300 million (Euro 221.8 million at the exchange rate as of March 31, 2010) of senior unsecured guaranteed notes (the "Notes"), issued in three series (Series A, Series B and Series C). The Series A and Series B Notes matured on September 3, 2008 and have been repaid in full. Interest on the Series C Notes accrues at 4.45 percent per annum and they mature on September 3, 2010. The Series C Notes required annual repayments beginning on September 3, 2006 through the applicable date of maturity. The Notes are guaranteed on a senior unsecured basis by the Company and Luxottica S.r.l., a wholly owned subsidiary. The Notes contain certain financial and operating covenants. US Holdings was in compliance with those covenants as of December 31, 2009. In December 2005, US Holdings terminated three interest rate swaps that coincided with the Notes and, as such, the final adjustment to the carrying amount of the hedged interest-bearing financial instruments is being amortized as an adjustment to the fixed-rate debt yield over the remaining life of the debt. The effective interest rate on the Series C Notes outstanding as December 31, 2009 is 5.44 percent for its remaining life. Amounts outstanding under these Notes were Euro 8.1 million as of March 31, 2010.
On July 1, 2008 US Holdings closed a private placement of U.S. $275 million senior unsecured guaranteed notes (the "2008 Notes"), issued in three series (Series A, Series B and Series C). The aggregate principal amounts of the Series A, Series B and Series C Notes are U.S. $20 million, U.S. $127 million and U.S. $128 million, respectively. Series A Notes mature on July 1, 2013, Series B Notes mature on July 1, 2015 and Series C Notes mature on July 1, 2018. Interest on the Series A Notes accrues at 5.96 percent per annum, interest on the Series B Notes accrues at 6.42 percent per annum and interest on the Series C Notes accrues at 6.77 percent per annum. The credit facility contains certain financial and operating covenants. The Company was in compliance with those covenants as of March 31, 2010. The proceeds from the 2008 Notes received on July 1, 2008, were used to repay a portion of the Bridge Loan Facility (see (d) below).
On January 29, 2010 US Holdings closed a private placement of U.S. $175 million senior unsecured guaranteed notes (the "2010 Notes"), issued in three series (Series D, Series E and Series F). The aggregate principal amounts of the Series D, Series E and Series F Notes are U.S. $50 million, U.S. $50 million and U.S. $75 million, respectively. Series D Notes mature on January 29, 2017, Series E Notes mature on January 29, 2020 and Series F Notes mature on January 29, 2019. Interest on the Series D Notes accrues at 5.19 percent per annum, interest on the Series E Notes accrues at
30
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
19. NON-CURRENT FINANCIAL LIABILITIES (Continued)
5.75 percent per annum and interest on the Series F Notes accrues at 5.39 percent per annum. The credit facility contains certain financial and operating covenants. The Company was in compliance with those covenants as of March 31, 2010. The proceeds from the 2010 Notes received on January 29, 2010 were used for general corporate purposes.
(c) On June 3, 2004, as amended on March 10, 2006, the Company and US Holdings entered into a credit facility with a group of banks providing for loans in the aggregate principal amount of Euro 740 million and U.S. $325 million. The five-year facility consists of three Tranches (Tranche A, Tranche B, Tranche C). The March 10, 2006 amendment increased the available borrowings to Euro 1,130 million and U.S. $325 million, decreased the interest margin and defined a new maturity date of five years from the date of the amendment for Tranche B and Tranche C. On February 2007, the Company exercised an option included in the amendment to the term and revolving facility to extend the maturity date of Tranches B and C to March 2012. On February 2008, the Company exercised an option included in the amendment to the term and revolving facility to extend the maturity date of Tranches B and C to March 2013. Tranche A is a Euro 405 million amortizing term loan requiring repayment of nine equal quarterly installments of principal of Euro 45 million beginning in June 2007, which is to be used for general corporate purposes, including the refinancing of existing Luxottica Group S.p.A. debt as it matures. Tranche A expired on June 3, 2009 and was repaid in full. Tranche B is a term loan of U.S. $325 million which was drawn upon on October 1, 2004 by US Holdings to finance the purchase price of the acquisition of Cole. Amounts borrowed under Tranche B will mature in March 2013. Tranche C is a Revolving Credit Facility of Euro 725 million-equivalent multi-currency (Euro/US Dollar). Amounts borrowed under Tranche C may be repaid and reborrowed with all outstanding balances maturing in March 2013. The Company can select interest periods of one, two, three or six months with interest accruing on Euro-denominated loans based on the corresponding EURIBOR rate and US Dollar denominated loans based on the corresponding LIBOR rate, both plus a margin between 0.20 percent and 0.40 percent based on the "Net Debt/EBITDA" ratio, as defined in the agreement. The interest rate on March 31, 2010 was 0.599 percent for Tranche B and 0.751 percent on Tranche C amounts borrowed in Euro. The credit facility contains certain financial and operating covenants. The Company was in compliance with those covenants as of March 31, 2010. Under this credit facility, Euro 640.3 million was borrowed as of March 31, 2010.
In June 2005, the Company entered into nine interest rate swap transactions with an aggregate initial notional amount of Euro 405 million with various banks which decreased by Euro 45 million every three months starting on June 3, 2007 (the "Club Deal Swaps"). These Club Deal Swaps expired on June 3, 2009. The Club Deal Swaps were entered into as a cash flow hedge on Tranche A of the credit facility discussed above. The ineffectiveness of cash flow hedges was tested at the inception date and at least every three months. The results of the tests indicated that the cash flow hedges were highly effective.
During the third quarter of 2007 the Group entered into 13 interest rate swap transactions with an aggregate initial notional amount of U.S. $325.0 million with various banks ("Tranche B Swaps"). These swaps will expire on March 10, 2012. The Tranche B Swaps were entered into as a cash flow hedge on Tranche B of the credit facility discussed above. The Tranche B Swaps exchange the floating rate of LIBOR for an average fixed rate of 4.616 percent per annum. The ineffectiveness of cash flow hedges was tested at the inception date and at least every three months. The results of the tests indicated that the cash flow hedges are highly effective
31
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
19. NON-CURRENT FINANCIAL LIABILITIES (Continued)
(d) On November 14, 2007, the Group completed the merger with Oakley for a total purchase price of approximately US $2.1 billion. In order to finance the acquisition of Oakley, on October 12, 2007 the Company and US Holdings entered into two credit facilities with a group of banks providing for certain term loans and a short-term bridge loan for an aggregate principal amount of U.S. $2.0 billion. The term loan facility is a term loan of U.S. $1.5 billion, with a five-year term, with options to extend the maturity on two occasions for one year each time. The term loan facility is divided into two facilities, Facility D and Facility E. Facility D consists of an amortizing term loan in an aggregate amount of U.S. $1.0 billion, made available to US Holdings, and Facility E consists of a bullet term loan in an aggregate amount of U.S. $500 million, made available to the Company. Each facility has a five-year term, with options to extend the maturity date on two occasions for one year each time. Interest accrues on the term loan at LIBOR plus 20 to 40 basis points based on "Net Debt to EBITDA" ratio, as defined in the agreement (0.601 percent for Facility D and 0.607 percent for Facility E on March 31, 2010). On September 2008, the Company exercised an option included in the agreement to extend the maturity date of Tranches D and E to October 12, 2013. These credit facilities contain certain financial and operating covenants. The Company was in compliance with those covenants as of March 31, 2010. U.S. $1,4 billion was borrowed under this credit facility as of March 31, 2010.
During the third quarter of 2007, the Group entered into ten interest rate swap transactions with an aggregate initial notional amount of U.S. $500.0 million with various banks ("Tranche E Swaps"). These swaps will expire on October 12, 2012. The Tranche E Swaps were entered into as a cash flow hedge on Facility E of the credit facility discussed above. The Tranche E Swaps exchange the floating rate of LIBOR for an average fixed rate of 4.26 percent per annum. The ineffectiveness of cash flow hedges was tested at the inception date and at least every three months. The results of the tests indicated that the cash flow hedges are highly effective.
During the fourth quarter of 2008 and the first quarter of 2009 US Holdings entered into 14 interest rate swap transactions with an aggregate initial notional amount of US $700.0 million with various banks ("Tranche D Swaps"), which will start to decrease by U.S. $50.0 million every three months beginning on April 12, 2011. The last maturity of these swaps will be October 12, 2012. The Tranche D Swaps were entered into as a cash flow hedge on Facility D of the credit facility discussed above. The Tranche D Swaps exchange the floating rate of LIBOR for an average fixed rate of 2.42 percent per annum. The ineffectiveness of cash flow hedges was tested at the inception date and at least every three months. The results of the tests indicated that the cash flow hedges are highly effective.
The short-term bridge loan facility was for an aggregate principal amount of U.S. $500 million. Interest accrued on the short-term bridge loan at LIBOR (as defined in the agreement) plus 0.15 percent. The final maturity of the credit facility was eight months from the first utilization date. On April 29, 2008, the Company and its subsidiary US Holdings entered into an amendment and transfer agreement to this short-term bridge loan facility. The terms of this amendment and transfer agreement, among other things, reduced the total facility amount from U.S. $500.0 million to U.S. $150.0 million, effective on July 1, 2008, and provided for a final maturity date that is 18 months from the effective date of the agreement. From July 1, 2008, interest accrued at LIBOR (as defined in the agreement) plus 0.60 percent. On November 27, 2009, the Company and US Holdings amended the U.S. $150 million short-term bridge loan facility to, among other things, reduce the total facility amount from U.S. $150 million to U.S. $75 million effective November 30, 2009 and provide for a final maturity date of
32
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
19. NON-CURRENT FINANCIAL LIABILITIES (Continued)
November 30, 2011. The new terms also provide for the repayment of U.S.$25 million on November 30, 2010 and the remaining principal at the final maturity date. From November 30, 2009, interest accrues at LIBOR (as defined in the agreement) plus 1.90 percent (2.154 percent as of March 31, 2010). Under this credit facility, U.S. $75 million was borrowed as of March 31, 2010.
(e) Other loans consist of several small credit agreements.
Long-term debt, including capital lease obligations, matures as follows (thousands of Euro):
2010 |
138,610 | |||
2011 |
288,025 | |||
2012 |
820,272 | |||
2013 |
1,060,972 | |||
2014 |
257 | |||
2015 and later on |
317,906 | |||
IAS Adjustment |
(3,521 | ) | ||
Total |
2,622,521 | |||
The net financial position is as follows:
|
|
March 31, 2010 |
December 31, 2009 |
||||||
---|---|---|---|---|---|---|---|---|---|
|
(thousands of Euro) |
||||||||
A |
Cash and cash equivalent |
336,160 | 380,081 | ||||||
B |
Availabilities (A) |
336,160 | 380,081 | ||||||
C |
Bank overdrafts |
134,978 |
148,951 |
||||||
D |
Current portion of long-term debt |
199,580 | 166,279 | ||||||
E |
Current Liabilities (C) + (D) |
334,559 | 315,230 | ||||||
F |
Non Current Liabilities (E) - (B) |
(1,601 |
) |
(64,851 |
) |
||||
G |
Long-term debt |
2,086,391 | 2,204,229 | ||||||
H |
Notes payables |
336,549 | 197,567 | ||||||
I |
Total non current liabilities (G) + (H) |
2,422,941 | 2,401,796 | ||||||
J |
Net Financial Position (F) + (I) |
2,421,340 |
2,336,945 |
||||||
Our net financial position with respect to related parties is not material.
33
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
20. POST-EMPLOYMENT BENEFITS
This item amounts to Euro 43.4 million (Euro 44.6 million at December 31, 2009). The balance primarily includes liabilities related to the post-employment benefits of the Italian companies' employees.
21. DEFERRED TAX LIABILITIES
Deferred tax liabilities amount to Euro 382.1 million and Euro 396.0 million at March 31, 2010 and December 31, 2009, respectively. Deferred tax liabilities primarily relate to temporary differences between the tax values and carrying amounts of property, plants and equipment and intangible assets.
22. OTHER NON-CURRENT LIABILITIES
(thousands of Euro) |
As of March 31, 2010 |
As of December 31, 2009 |
|||||
---|---|---|---|---|---|---|---|
Risk funds |
103,004 | 99,050 | |||||
Other liabilities |
125,277 | 113,517 | |||||
Other financial liabilities |
151,253 | 137,461 | |||||
Total |
379,534 | 350,028 | |||||
34
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
22. OTHER NON-CURRENT LIABILITIES (Continued)
The provisions for risks include:
Other liabilities mainly include the liabilities for U.S. pension funds (Euro 125.3 million, compared to Euro 113.5 million at December 31, 2009), the non-current portion of interest rate derivative liabilities (Euro 60.6 million at March 31, 2010, compared to Euro 48.6 million at December 31, 2009) and financial liabilities relating to the transaction with the subsidiary Optika Holdings (Euro 29.2 million, compared to Euro 31.2 million at December 31, 2009).
23. EQUITY ATTIBUTABLE TO THE STOCKHOLDERS OF THE PARENT
Share capital
The Company's share capital at March 31, 2010 amounts to Euro 27,887,476.98 and is comprised of 464,791,283 ordinary shares with a par value of Euro 0.06 each. At January 1, 2010, the share capital amounted to Euro 27,863,182.98 and was comprised of 464,386,383 ordinary shares with a par value of Euro 0.06 each.
Following the exercise of 404,900 options to purchase ordinary shares granted to employees under existing stock option plans the share capital grew by Euro 24,294 in the first three months of 2010. The options exercised included 164,400 as part of the 2001 grant, 38,600 as part of the 2002 grant, 46,300 as part of the 2003 grant, 106,100 as part of the 2004 grant and 49,500 as part of the 2005 grant.
Legal reserve
This reserve reflects the portion of the Company's earnings that are not distributable as dividends, in accordance with article 2430 of the Italian Civil Code.
Share premium reserve
This reserve increases following the exercise of options.
Retained earnings
These include subsidiaries' earnings that have not been distributed as dividends and the amount of consolidated companies' equity in excess of the corresponding carrying amounts of investments in the same companies. This item also includes amounts arising as a result of consolidation adjustments.
Translation reserve
Translation differences are generated by the translation of financial statements prepared in currencies other than Euro into Euro.
35
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
23. EQUITY ATTIBUTABLE TO THE STOCKHOLDERS OF THE PARENT (Continued)
Treasury reserve
Treasury reserve is equal to Euro 84.7 million (Euro 82.7 million as of December 31, 2009). The increase is due to the share buyback program approved by the stockholders' meeting on October 29, 2009 ("2009 Program"), intended to provide the Company with treasury shares to efficiently manage its share capital and to implement its Performance Shares Plan.
Under the 2009 Program the Company, in the first three months of 2010, purchased on the Milan Stock Exchange's Mercato Telematico Azionario (MTA) an aggregate amount of 487,100 ordinary shares at an average price of Euro 18.66 for an aggragate amount of Euro 9,091,557.
In parallel with the purchases of shares by the Company, Arnette Optic Illusions, Inc. ("Arnette"), a U.S. subsidiary, sold on the MTA 705,000 Luxottica Group ordinary shares at anaverage unit price of Euro 18.87 for an aggregate amount of Euro 13,303,645.
24. EQUITY ATTRIBUTABLE TO MINORITY INTERESTS
Equity attributable to minority interests amounts to Euro 12.4 million and Euro 16.4 million at March 31, 2010 and December 31, 2009, respectively. The Euro 4.0 million decrease is primarily due to the Euro 2.6 million profit for the period, which was partially offset by dividends of Euro 6.9 million.
25. NOTES TO THE CONSOLIDATED INCOME STATEMENT
Please refer to Note 3"Financial Results" in the Management Report on the Interim Financial Results as of March 31, 2010
26. COMMITMENTS AND RISKS
The Group has commitments under contractual agreements in place. Such commitments relate to the following:
36
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
26. COMMITMENTS AND RISKS (Continued)
approximately 430 Macy's department stores in the U.S. subsequent to an agreement entered into with Macy's Inc on December 4, 2009. Future payments related to those commitments were Euro 49.8 million as of March 31, 2010 and Euro 49.1 million as of December 31, 2009.
Guarantees
Short-Term Credit Facilities
As of March 31, 2010 and as of December 31, 2009, the Group had unused short-term lines of credit of approximately Euro 578.3 million and Euro 542.8 million, respectively.
The Company and its wholly-owned Italian subsidiary Luxottica S.r.l. maintain unsecured lines of credit with banks with an aggregate maximum borrowing availability of Euro 413.5 million as of March 31, 2010 (Euro 412.0 million at December 31, 2009). These lines of credit are renewable annually, can be cancelled on short notice and have no commitment fees. At March 31, 2010 and as of December 31, 2009, these credit lines were utilized for Euro 0.4 million and Euro 2.0 million, respectively.
US Holdings maintains unsecured lines of credit with three separate banks with an aggregate maximum borrowing availability of Euro 98.5 million (U.S. $133.2 million). These lines of credit are renewable annually, can be cancelled on short notice and have no commitment fees. As of March 31, 2010 these lines were not used, and there were Euro 16.1 million in aggregate face amount of standby letters of credit outstanding under these lines of credit (see below).
The blended average interest rate on these lines of credit is approximately LIBOR plus 0.80 percent.
Outstanding Standby Letters of Credit
A U.S. subsidiary has obtained various standby and trade letters of credit from banks that aggregated Euro 27.2 million and Euro 29.9 million as of March 31, 2010 and December 31, 2009, respectively. Most of these letters of credit are used for security in risk management contracts, purchases from foreign vendors or as security on store leases. Most standby letters of credit contain evergreen clauses under which the letter is automatically renewed unless the bank is notified not to renew. Trade letters of credit are for purchases from foreign vendors and are generally outstanding for a period that is less than six months. Substantially all the fees associated with maintaining the letters of credit fall within the range of 50 to 100 basis points annually.
37
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
26. COMMITMENTS AND RISKS (Continued)
Litigation
The Company and its subsidiaries are involved in the following legal and regulatory proceedings of which the timing and outcomes are inherently uncertain, and such outcomes could have a material adverse effect on the Company's business, financial position or operating results.
Cole Consumer Class Action Lawsuit
In June 2006, Cole and its subsidiaries were sued by a consumer in a class action that alleged various statutory violations related to the operations of Pearle Vision, Inc. and Pearle Vision Care, Inc. in California. The plaintiff asserted various claims relating to the confidentiality of medical information and the operation of Pearle Vision stores in California, including violations of California laws governing relationships among opticians, optical retailers, manufacturers of frames and lenses, and optometrists, and other unlawful or unfair business practices. The parties entered into a settlement agreement, which provides for a store voucher at Pearle Vision or LensCrafters for each class member and the payment of attorneys' fees and costs. On December 19, 2008, the court granted final approval of the settlement and entered final judgment. The settlement became final on March 17, 2009.
Amounts paid to settle this litigation and related costs incurred for the three months ended March 31, 2010 and 2009 were not material.
Oakley Shareholder Lawsuit
On June 26, 2007, the Pipefitters Local No. 636 Defined Benefit Plan filed a class action complaint, on behalf of itself and all other shareholders of Oakley, Inc. ("Oakley"), against Oakley and its Board of Directors in California Superior Court, County of Orange. The complaint alleged, among other things, that the defendants violated their fiduciary duties to shareholders by approving Oakley's merger with Luxottica and claimed that the price per share fixed by the merger agreement was inadequate and unfair. The defendants filed demurrers to the complaint, which the Court granted without prejudice. On September 14, 2007, the plaintiff filed an amended complaint containing the same allegations as the initial complaint and adding purported claims for breach of the duty of candor. Because the Company believed the allegations were without merit, on October 9, 2007, the defendants filed a demurrer to the amended complaint. Rather than respond to that demurrer, the plaintiff admitted that its claims were moot and on January 4, 2008 filed a motion for attorneys' fees and expenses. The hearing for this motion took place on April 17, 2008. On May 29, 2008, the Court issued a ruling denying the plaintiff's motion for attorneys' fees and expenses in its entirety. The court did not rule on the defendants' demurrer to the amended complaint. On July 11, 2008, the Court entered an order dismissing the action with prejudice and denying the plaintiff's motion for attorneys' fees and expenses. The plaintiff appealed the Court's May 29, 2008 ruling and the July 11, 2008 order. On January 11, 2010, the appellate court affirmed the trial court's decision in all respects. The plaintiff has filed a petition with the California Supreme Court requesting review of the appellate court's decision.
Costs associated with this litigation incurred for the three months ended March 31, 2010 and 2009 were not material. Management believes that no estimate of the range of possible losses, if any, can be made at this time.
38
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
26. COMMITMENTS AND RISKS (Continued)
Fair Credit Reporting Act Litigation
In January 2007, a complaint was filed against Oakley and certain of its subsidiaries in the United States District Court for the Central District of California, alleging wilful violations of the Fair and Accurate Credit Transactions Act related to the inclusion of credit card expiration dates on sales receipts. The plaintiff brought suit on behalf of a class of Oakley's customers. Oakley denied any liability, and later entered into a settlement arrangement with the plaintiff that resulted in a complete release in favor of the Oakley defendants, with no cash payment to the class members but rather an agreement by Oakley to issue vouchers for the purchase of products at Oakley retail stores during a limited period of time. The settlement also provided for the payment of attorneys' fees and claim administration costs by the Oakley defendants. An order approving this settlement was entered on November 24, 2008. The settlement became final on January 15, 2009.
Amounts paid to settle this litigation and related costs incurred three months ended March 31, 2010 and 2009 were not material.
Texas LensCrafters Class Action Lawsuit
In May 2008, two individual optometrists commenced an action against LensCrafters, Inc. and Luxottica Group S.p.A. in the United States District Court for the Eastern District of Texas, alleging violations of the Texas Optometry Act ("TOA") and the Texas Deceptive Trade Practices Act, and tortious interference with customer relations. The suit alleges that LensCrafters has attempted to control the optometrists' professional judgment and that certain terms of the optometrists' sub-lease agreements with LensCrafters violate the TOA. The suit seeks recovery of a civil penalty of up to U.S. $1,000 for each day of a violation of the TOA, injunctive relief, punitive damages, and attorneys' fees and costs. In August 2008, plaintiffs filed a first amended complaint, adding claims for fraudulent inducement and breach of contract. In October 2008, plaintiffs filed a second amended complaint seeking to certify the case as a class action on behalf of all current and former LensCrafters' sub-lease optometrists. Luxottica Group S.p.A. filed a motion to dismiss for lack of personal jurisdiction in October 2008. The court did not address that motion. The case was transferred to the Western District of Texas, Austin Division, in January 2009, pursuant to the defendants' motion to transfer venue. On January 11, 2010 plaintiffs filed a motion requesting that the court permit the case to proceed as a class action on behalf of all optometrists who sublease from Lenscrafters in Texas.
On February 8, 2010, the parties reached an agreement to settle the litigation on confidential terms. On March 8, 2010, the court dismissed the case with prejudice. Amounts paid to settle this litigation will not be material. Costs associated with the litigation for the the three months ended March 31, 2010 and 2009 were not material.
The Group is a defendant in various other lawsuits arising in the ordinary course of business. It is the opinion of the management of the Group that it has meritorious defenses against all such outstanding claims, which the Company will vigorously pursue, and that the outcome of such claims, individually or in the aggregate, will not have a material adverse effect on the Group's consolidated financial position or results of operations.
39
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
27. RELATED PARTY TRANSACTIONS
Non-current assets
In January 2002, the Group purchased a property to serve as the general management headquarters for the Luxottica Group, mortgaged to secure a bank loan of "Partimmo S.r.l.", a company owned by the Chairman of the Company, for a total investment of Euro 42.0 million, consisting of a purchase price of Euro 28.5 million and the remainder of leasehold improvements. The Group has stated these assets at their historical cost.
Licensing agreements
The Group signed an exclusive worldwide licensing agreement for the production and distribution of Brooks Brothers brand eyewear. The brand is held by Retail Brand Alliance, Inc. ("RBA"), which is owned and controlled by a director of the Company, Claudio Del Vecchio. The original licensing agreement expired in 2009 and has been renewed on March 31, 2010 for five years. For further details about this renewal, please refer to Note 1"Operating Performance for the First Quarter of 2010"of the Management Report on the Interim Financial Results as of March 31, 2010. The Group paid RBA Euro 0.4 million in the first three months of 2010 and Euro 0.1 million in the first three months of 2009.
Stock option plan
On September 14, 2004, the Company announced that its largest shareholder, Leonardo Del Vecchio, had allocated 2.11% of his shares of the Company, amounting to 9.6 million shares, that he held through the company La Leonardo Finanziaria S.r.l.now held through Delfin S.a.r.l.a financial company owned by the Del Vecchio family, to a stock option plan for the Group's top management. The options vested at June 30, 2006 upon the attainment of certain financial targets. Accordingly, the rights holders were entitled to exercise them from such date until their expiry in 2014. In the first three months of 2010, 200,000 rights were exercised as part of this plan. No rights were exercised in 2009.
40
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
27. RELATED PARTY TRANSACTIONS (Continued)
A summary of related party transactions at March 31, 2010 and March 31, 2009 is provided below:
(thousands of Euro) As of March 31, 2010 Related Parties |
Income statement | Balance sheet | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenues |
Costs |
Assets |
Liabilities |
||||||||||
Retail Brand Alliance, Inc |
27.4 | 224.2 | 226.1 | ||||||||||
Multiopticas Internacional, SL |
1,190.8 | 11.4 | 1,547.1 | 2,482.7 | |||||||||
Type 20 srl |
17.1 | ||||||||||||
Others |
0.7 | 42.0 | 0.2 | ||||||||||
Total |
1,218.9 | 277.5 | 1,564.2 | 2,709.0 | |||||||||
(thousands of Euro) As of March 31, 2009 Related Parties |
Income statement | Balance sheet | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenues |
Costs |
Assets |
Liabilities |
||||||||||
Retail Brand Alliance, Inc |
37.7 | 171.8 | 170.5 | ||||||||||
Type 20 S.r.l. |
17.5 | ||||||||||||
Others |
0.7 | 185.7 | 428.0 | 189.4 | |||||||||
Total |
38.4 | 357.4 | 445.4 | 359.9 | |||||||||
Total remuneration due to key managers in the first quarter of 2010 amounts to approximately Euro 8.3 million (Euro 2.8 million at March 31, 2009).
These costs relate to key managers who were already with the Group in the first quarter of 2009 and remain in service, as well as those who became key managers after March 31, 2009.
28. EARNINGS PER SHARE
Basic and diluted earnings per share have been calculated as the ratio of net profit attributable to the stockholders of the Company for the periods ended March 31, 2010 and 2009, amounting to Euro 95.1 million and Euro 78.8 million, respectively, to the number of outstanding shares of the Company.
Earnings per share in the first three months of 2010 amount to Euro 0.21, compared to Euro 0.17 in the same period in 2009. Diluted earnings per share in the first three months of 2010 amounted to Euro 0.21, compared to Euro 0.17 in the same period in 2009.
41
Notes to the
CONDENSED CONSOLIDATED QUARTERLY REPORT (Continued)
As of MARCH 31, 2010
(UNAUDITED)
28. EARNINGS PER SHARE (Continued)
The table below provides a reconciliation of the weighted average number of shares used to calculate basic and diluted earnings per share:
|
As of March 31, | ||||||
---|---|---|---|---|---|---|---|
|
2010 |
2009 |
|||||
Weighted average shares outstandingbasic |
458,404,423 | 457,031,838 | |||||
Effect of dilutive stock options |
1,562,551 | 47,179 | |||||
Weighted average shares outstandingdilutive |
459,966,975 | 457,079,017 | |||||
Options not included in calculation of dilutive shares as the exercise price was greater than the average price during the respective period or performance measures related to the awards have not yet been met |
14,801,101 | 18,141,222 | |||||
29. DIVIDENDS
No dividends were distributed in the first three months of 2010 and 2009.
30. SEASONAL AND CYCLICAL EFFECTS ON OPERATIONS
We have historically experienced sales volume fluctuations by quarter due to seasonality associated with the sale of sunglasses, which represented 47.5 percent and 44.7 percent of our net sales in the first three months of 2010 and 2009, respectively.
31. SUBSEQUENT EVENTS
Please see note 5"Subsequent Events" in the Management Report on the Interim Financial Results as of March 31, 2010 for a description of events that occurred after March 31, 2010.
42
EXCHANGE RATES USED TO TRANSLATE FINANCIAL STATEMENTS PREPARED IN CURRENCIES OTHER THAN EURO
|
Average exchange rate as of March 31, 2010 |
Final Exchange rate as of March 31, 2010 |
Average exchange rate as of March 31, 2009 |
Final Exchange rate as of December 31, 2009 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
U.S. Dollar |
1.3829 | 1.3526 | 1.3029 | 1.4332 | |||||||||
Swiss Franc |
1.4632 | 1.4276 | 1.4977 | 1.4836 | |||||||||
Great Britain Pound |
0.8876 | 0.8898 | 0.9088 | 0.8881 | |||||||||
Brasilian Real |
2.4917 | 2.4043 | 3.0168 | 2.5113 | |||||||||
Japanese Yen |
125.4848 | 125.9300 | 122.0440 | 133.1600 | |||||||||
Canadian Dollar |
1.4383 | 1.3687 | 1.6223 | 1.5128 | |||||||||
Mexican Peso |
17.6555 | 16.6573 | 18.7267 | 18.9223 | |||||||||
Swedish Krona |
9.9464 | 9.7135 | 10.9410 | 10.2520 | |||||||||
Australian Dollar |
1.5293 | 1.4741 | 1.9648 | 1.6008 | |||||||||
Argentine Peso |
5.3086 | 5.2231 | 4.6182 | 5.4618 | |||||||||
South African Rand |
10.3852 | 9.8922 | 12.9740 | 10.6660 | |||||||||
Israeli Shekel |
5.1640 | 4.9916 | 5.2870 | 5.4545 | |||||||||
Hong Kong Dollar |
10.7364 | 40.4653 | 10.1016 | 11.1709 | |||||||||
Turkish Lira |
2.0866 | 2.0512 | 2.1635 | 2.1547 | |||||||||
Norvegian Krona |
8.1020 | 8.0135 | 8.9472 | 8.3000 | |||||||||
Malaysian Ringgit |
4.6590 | 4.3968 | 4.7259 | 4.9326 | |||||||||
Thai Baht |
45.4722 | 43.5980 | 46.0377 | 47.9860 | |||||||||
Taiwan Dollar |
44.1373 | 42.8114 | 44.2631 | 46.1304 | |||||||||
South Korean Won |
1581.4081 | 1525.1100 | 1847.5859 | 1666.9700 | |||||||||
Chinese Renminbi |
9.4417 | 9.2006 | 8.9066 | 9.8350 | |||||||||
Singapore Dollar |
1.9395 | 1.8862 | 1.9709 | 2.0194 | |||||||||
New Zealand Dollar |
1.9510 | 1.9024 | 2.4498 | 1.9803 | |||||||||
United Arab Emirates Dirham |
5.0795 | 4.9507 | 4.7857 | 5.2914 | |||||||||
Indian Rupee |
63.4796 | 60.5140 | 64.7948 | 67.0400 | |||||||||
Polish Zloty |
3.9869 | 3.8673 | 4.4988 | 4.1045 | |||||||||
Ungarian Forint |
268.5222 | 265.7500 | 294.1909 | 270.4200 | |||||||||
Croatian Kuna |
7.2849 | 7.2638 | 7.4116 | 7.3000 | |||||||||
43
Milan, April 29, 2010
Luxottica Group S.p.A.
For the Board of Directors
Andrea Guerra
Chief Executive Officer
The officer responsible for preparing the company's financial reports, Enrico Cavatorta, declares, pursuant to paragraph 2 of Article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this report corresponds to the document results, books and accounting records.
Milan, April 29, 2010
Enrico
Cavatorta
(Manager responsible for financial reporting)
44
Luxottica Headquarters and Registered OfficeVia C. Cantù, 2, 20123 Milan, Italy - Tel. + 39.02.863341 - Fax + 39.02.86996550
Deutsche Bank Trust Company Americas (ADR Depositary Bank)60
Wall Street, New York, NY 10005 USA
Tel. + 1.212.250.9100 - Fax + 1.212.797.0327
LUXOTTICA SRL AGORDO, BELLUNO - ITALY LUXOTTICA BELGIUM NV BERCHEM - BELGIUM LUXOTTICA FASHION BRILLEN VERTRIEBS GMBH HAAR - GERMANY LUXOTTICA FRANCE SAS VALBONNE - FRANCE LUXOTTICA GOZLUK ENDUSTRI VE TICARET AS CIGLI - IZMIR - TURKEY LUXOTTICA HELLAS AE PALLINI - GREECE LUXOTTICA IBERICA SA BARCELONA - SPAIN LUXOTTICA NEDERLAND BV HEEMSTEDE - HOLLAND LUXOTTICA OPTICS LTD TEL AVIV - ISRAEL LUXOTTICA POLAND SP ZOO KRAKÓW - POLAND LUXOTTICA PORTUGAL-COMERCIO DE OPTICA SA LISBOA - PORTUGAL LUXOTTICA (SWITZERLAND) AG URTENEN, SCHÖNBÜHL - SWITZERLAND LUXOTTICA CENTRAL EUROPE KFT BUDAPEST - HUNGARY LUXOTTICA SOUTH EASTERN EUROPE LTD NOVIGRAD - CROATIA SUNGLASS HUT (UK) LIMITED LONDON - UK OAKLEY ICON LIMITED DUBLIN - IRELAND |
LUXOTTICA ExTrA LIMITED DUBLIN - IRELAND LUXOTTICA TRADING AND FINANCE LIMITED DUBLIN - IRELAND LUXOTTICA NORDIC AB STOCKHOLM - SWEDEN LUXOTTICA U.K. LTD LONDON - UNITED KINGDOM LUXOTTICA VERTRIEBSGESELLSCHAFT MBH KLOSTERNEUBURG - AUSTRIA LUXOTTICA U.S. HOLDINGS CORP. PORT WASHINGTON - NEW YORK (USA) AVANT-GARDE OPTICS, LLC PORT WASHINGTON - NEW YORK (USA) LUXOTTICA CANADA INC TORONTO - ONTARIO (CANADA) LUXOTTICA NORTH AMERICA DISTRIBUTION LLC MASON - OHIO (USA) LUXOTTICA RETAIL NORTH AMERICA INC. MASON - OHIO (USA) SUNGLASS HUT TRADING, LLC MASON - OHIO (USA) EYEMED VISION CARE LLC MASON - OHIO (USA) LUXOTTICA RETAIL CANADA INC. TORONTO - ONTARIO (CANADA) OAKLEY, INC. FOOTHILL RANCH - CALIFORNIA (USA) LUXOTTICA MEXICO SA DE CV MEXICO CITY - MEXICO |
LUXOTTICA ARGENTINA SRL BUENOS AIRES - ARGENTINA LUXOTTICA BRASIL PRODUTOS OTICOS E ESPORTIVOS LTDA SÃO PAULO - BRASIL LUXOTTICA AUSTRALIA PTY LTD MACQUARIE PARK - NEW SOUTH WALES (AUSTRALIA) OPSM GROUP PTY LIMITED MACQUARIE PARK - NEW SOUTH WALES (AUSTRALIA) LUXOTTICA MIDDLE EAST FZE DUBAI - DUBAI MIRARI JAPAN CO LTD TOKYO - JAPAN LUXOTTICA SOUTH AFRICA PTY LTD JOHANNESBURG - SOUTH AFRICA RAYBAN SUN OPTICS INDIA LTD BHIWADI - INDIA SPV ZETA OPTICAL COMMERCIAL AND TRADING (SHANGHAI) CO., LTD SHANGHAI - CHINA LUXOTTICA TRISTAR (DONGGUAN) OPTICAL CO DONG GUAN CITY, GUANGDONG - CHINA GUANGZHOU MING LONG OPTICAL TECHNOLOGY CO. LTD GUANGZHOU CITY - CHINA SPV ZETA OPTICAL TRADING (BEIJING) CO. LTD BEIJING - CHINA LUXOTTICA KOREA LTD SEOUL - KOREA LUXOTTICA SOUTH PACIFIC HOLDINGS PTY LTD MACQUARIE PARK - NEW SOUTH WALES (AUSTRALIA) LUXOTTICA (CHINA) INVESTMENT CO. LTD. SHANGHAI - CHINA |
www.luxottica.com
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.
LUXOTTICA GROUP S.p.A. | ||
Date: May 14, 2010 |
By: /s/ Enrico Cavatorta ENRICO CAVATORTA CHIEF FINANCIAL OFFICER |
46