FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
April 24, 2003
COMMISSION FILE NO. 1-10421
LUXOTTICA GROUP S.p.A.
VIA CANTÙ 2, MILAN 20123 ITALY
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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-
Set forth below is the text of a press release issued on April 24, 2003.
Luxottica Group Announces 1Q03 Results
Group highlights for the first quarter of 2003:
Milan, Italy, April 24, 2003Luxottica Group S.p.A. (NYSE: LUX; MTA: LUX), worldwide leader in the eyewear sector, today announced results for the three-month period ended March 31, 2003(1). Results for the first quarter were negatively affected by the 18 percent year-over-year devaluation of the U.S. Dollar against the Euro.
First quarter
Breakdown of Manufacturing/ Wholesale and Retail Results
The Group's manufacturing/wholesale sales for the first quarter declined year-over-year by 15.1 percent to EUR 275.7 million. Assuming constant exchange rates manufacturing/wholesale sales for the quarter would have declined by 7.5 percent.
Manufacturing/wholesale operating income for the quarter was EUR 64.4 million, reflecting an operating margin of 23.4 percent.
Leonardo Del Vecchio, Chairman of Luxottica Group, commented on the results of the manufacturing/wholesale division: "In January, we added two new designer brands to our portfolio, Versace and Versus, and in March we launched new Luxottica-designed and -made collections for both. We also concurrently introduced the first prescription eyewear collection for Ray-Ban, further leveraging what is
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historically the world's leading sun brand by broadening the assortment of products offered under this name. Based on the more than positive feedback from opticians so far, I am fairly confident that over the coming months sales of the new lines should offset sales lost as a result of the non-renewal of the Armani licenses. At the same time, certain brands of our portfolio are gaining market share as the creative resources and manufacturing investments previously dedicated to the Armani brands were reallocated across our entire portfolio. This demonstrates our Group's ability to quickly and seamlessly adapt to changes in the market and competitive scenario."
Retail sales declined year-over-year by 19.4 percent to EUR 469.2 million. Assuming constant exchange rates, retail sales for the quarter would have declined by 1.9 percent. Same store sales in U.S. Dollar for the quarter declined year-over-year by 3.0 percent.
Retail operating income for the first quarter was EUR 54.3 million, resulting in an operating margin of 11.6 percent.
Mr. Del Vecchio continued: "The results of our retail division for the quarter were affected by unusually bad weather in the U.S. in February, as well as overall uncertainty due to the war in Iraq. However, U.S. consumers' data since the beginning of the hostilities show that consumption levels did not decline further. In fact, this month we are already seeing signs of a reversal of the negative trend: retail sales are up by three percent, compared with a 1.9 percent decline for the first quarter. As a result, we are hopeful to see a recovery in coming quarters. At the same time, management continues to be focused on all aspects of the business, seeking to achieve improvements both in efficiency and profitability."
Mr. Del Vecchio concluded: "The Group's consolidated results for the first quarter of this year mainly reflected the impact of three factors. Firstly, results were negatively affected by the 18 percent year-over-year devaluation of the U.S. Dollar against the Euro in the quarter. Additionally, in line with management's expectations, sales of Giorgio Armani and Emporio Armani eyewear nearly halved during the quarter. Finally, the continued weakness of the economy in the U.S., which as a market represents approximately 70 percent of the Group's consolidated sales, affected retail sales. We expect that the impact of these factors will progressively lessen during the course of the year. In particular, the loss of sales due to the non-renewal of the Armani licenses should be offset by sales from the new lines launched in March. Additionally, in light of the evolution of the Euro/U.S. Dollar exchange rate during 2002 (the average exchange rates for last year were: EUR 1.00 = US$0.8766 for the first quarter, EUR 1.00 = US$0.9198 for the second quarter, EUR 1.00 = US$0.9838 for the third quarter and EUR 1.00 = US$0.9982 for the fourth quarter) and assuming that Euro/U.S. Dollar exchange rate stabilizes at current levels, or EUR 1.00 = US$1.10, for the balance of the year, the impact from the devaluation of the U.S. Dollar against the Euro should progressively decline to nine percent by the final quarter of this year, down from 18 percent for the quarter just ended."
"The results for the first quarter confirm that 2003 will be a year of transition for us, as well as for the global economy, and that we should expect to return to growth in sales and earnings only in 2004. We confirm our previously announced expectations of earnings per share (EPS) for fiscal year 2003 of Euro 0.69, or EPADS of US$0.76, with an exchange rate of EUR 1.00 = US$1.10."
About Luxottica Group S.p.A.
Luxottica Group is the world leader in the design, manufacturing, marketing and distribution of prescription frames and sunglasses in mid- and premium-priced categories. The Group's products, which are designed and manufactured in six facilities in Italy and one in the People's Republic of
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China, include over 2,250 styles in a wide array of colors and sizes and are sold through 21 wholly-owned subsidiaries in the United States, Canada, Italy, France, Spain, Portugal, Sweden, Germany, the United Kingdom, Brazil, Switzerland, Mexico, Belgium, Argentina, South Africa, Finland, Austria, Norway, Japan, Hong Kong and Australia; two 75%-owned subsidiaries in Israel and Poland; a 70%- owned subsidiary in Greece; three 51%-owned subsidiaries in the Netherlands, Turkey and Singapore, one 49%-owned subsidiary in the Arab Emirates and one 44%-owned subsidiary in India. In March 2002, Luxottica Group acquired Sunglass Hut International, a leading sunglass retailer with approximately 1,900 stores worldwide. This followed the acquisitions of Bausch & Lomb sunglass business, which includes the prestigious Ray-Ban(r), Revo(r), ArnetteTM and Killer Loop(r) brands, in June 1999, and LensCrafters, the largest optical retail chain in North America, in May 1995. For fiscal 2002, Group net sales improved year-over-year by 2.2 percent to EUR 3,132.2 million and net income by 17.6 percent to EUR 372.1 million. Additional information on the company is available on the web at www.luxottica.com.
Non-GAAP Financial Measures
Luxottica Group uses certain measures of financial performance that exclude the impact of fluctuations in currency exchange rates in the translation of operating results into Euro. The Company believes that these adjusted financial measures provide useful information to both management and investors by allowing a comparison of operating performance on a consistent basis. In addition, since the Luxottica Group has historically reported such adjusted financial measures to the investment community, the Company believes that their inclusion provides consistency in its financial reporting. Further, these adjusted financial measures are one of the primary indicators management uses for planning and forecasting in future periods. Operating measures that assume constant exchange rates between the first quarter of 2003 and the first quarter of 2002 are calculated using for each currency the average exchange rate for the three-month period ended March 31, 2002. Operating measures that exclude the impact of fluctuations in currency exchange rates are not measures of performance under accounting principles generally accepted in the United States (U.S. GAAP). These non-GAAP measures are not meant to be considered in isolation or as a substitute for results prepared in accordance with U.S. GAAP. In addition, Luxottica Group's method of calculating operating performance excluding the impact of changes in exchange rates may differ from methods used by other companies. See Table below for a reconciliation of the operating measures excluding the impact of fluctuations in currency exchange rates to their most directly comparable U.S. GAAP financial measures. The adjusted financial measures should be used as a supplement to U.S. GAAP results to assist the reader in better understanding the operational performance of the Company.
(in millions of Euro) |
1Q02 U.S. GAAP results |
1Q03 U.S. GAAP results |
Adjustment for constant exchange rates |
1Q03 adjusted results |
||||
---|---|---|---|---|---|---|---|---|
Consolidated net sales | 880.5 | 704.5 | 118.3 | 822.8 | ||||
Manufacturing/wholesale net sales | 324.8 | 275.7 | 24.6 | 300.3 | ||||
Retail net sales | 582.3 | 469.2 | 101.8 | 571.0 |
Safe Harbor Statement
Certain statements in this press release may constitute forward looking statements which are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially, including risks that may not be subject to the Company's control. These risks and uncertainties include, but are not limited to, fluctuations in exchange rates, economic and weather factors affecting consumer spending, the Company's ability to successfully introduce and market new products, the Company's ability to effectively integrate recently acquired businesses, the Company's ability to successfully launch initiatives to increase sales and reduce costs, the availability of
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correction alternatives to prescription eyeglasses, as well as other political, economic and technological factors and other risks referred to in the Company's filings with the Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, and the Company does not assume any obligation to update them.
Company and U.S. agency contacts
Sabina Grossi, Director, Investor Relations | Luca Biondolillo | |||
Alessandra Senici, Investor Relations | Breakstone & RuthNew York | |||
Silvia Cestelli Guidi, Investor Relations | Tel.: +1 (646) 536-7012 | |||
Luxottica Group | E-mail: Lbiondolillo@breakstoneruth.com | |||
Tel.: +39-02-8633-4665 | ||||
E-mail: | AlessandraSenici@Luxottica.com | |||
SilviaCestelli@Luxottica.com |
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LUXOTTICA GROUP
CONSOLIDATED FINANCIAL HIGHLIGHTS
FOR THE THREE-MONTH PERIODS ENDED
MARCH 31, 2003 AND MARCH 31, 2002
KEY FIGURES IN THOUSAND OF EURO(4) |
2003 |
2002(5) |
% Change |
||||
---|---|---|---|---|---|---|---|
NET SALES | 704,547 | 880,486 | -20.0 | % | |||
NET INCOME | 65,614 | 101,070 | -35.1 | % | |||
EARNINGS PER SHARE (ADS)(2) | 0.15 | 0.22 | |||||
FULLY DILUTED EARNINGS PER SHARE (ADS)(3) | 0.15 | 0.22 |
KEY FIGURES IN THOUSAND OF U.S. DOLLARS(1)(4) |
2003 |
2002(5) |
% Change |
||||
---|---|---|---|---|---|---|---|
NET SALES | 755,979 | 771,833 | -2.1 | % | |||
NET INCOME | 70,404 | 88,599 | -20.5 | % | |||
EARNINGS PER SHARE (ADS)(2) | 0.16 | 0.20 | |||||
FULLY DILUTED EARNINGS PER SHARE (ADS)(3) | 0.16 | 0.19 |
Notes: |
2003 |
2002 |
||||
---|---|---|---|---|---|---|
(1) | Average exchange rate (in U.S. Dollars per Euro) | 1.0730 | 0.8766 | |||
(2) | Weighted average number of outstanding shares | 450,957,163 | 451,990,536 | |||
(3) | Fully diluted average number of shares | 452,104,290 | 454,925,403 | |||
(4) | Except earnings per share (ADS), which are expressed in Euro and U.S. Dollars, respectively | |||||
(5) | Certain amounts presented in prior year financial statements have been reclassified to conform with the current year presentation. Among them was a reclassification of certain revenue items of the retail division which were recorded in prior year as a reduction in the related costs and are now reflected as gross revenues and gross costs. The effect of this reclassification is an increase in sales for the three-month period ended March 31, 2002 of U.S. Dollars 12.0 million, and an offsetting increase in costs for the same amounts |
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LUXOTTICA GROUP
CONSOLIDATED INCOME STATEMENT
FOR THE THREE-MONTH PERIODS ENDED
MARCH 31, 2003 AND MARCH 31, 2002
In thousand of Euro(1) |
2003 |
2002(2) |
% Change |
||||
---|---|---|---|---|---|---|---|
NET SALES | 704,547 | 880,486 | -20.0 | % | |||
COST OF SALES | (208,016 | ) | (258,246 | ) | |||
GROSS PROFIT | 496,531 | 622,240 | -20.2 | % | |||
OPERATING EXPENSES: | |||||||
SELLING EXPENSES | (249,355 | ) | (294,649 | ) | |||
ROYALTIES | (14,951 | ) | (18,522 | ) | |||
ADVERTISING EXPENSES | (50,822 | ) | (62,653 | ) | |||
GENERAL AND ADMINISTRATIVE EXPENSES | (61,069 | ) | (73,784 | ) | |||
TRADEMARK AMORTIZATION | (8,982 | ) | (9,447 | ) | |||
TOTAL | (385,179 | ) | (459,056 | ) | |||
OPERATING INCOME | 111,351 | 163,185 | -31.8 | % | |||
OTHER INCOME (EXPENSE): | |||||||
INTEREST EXPENSES | (11,808 | ) | (20,674 | ) | |||
INTEREST INCOME | 897 | 1,555 | |||||
OTHERNET | (4,587 | ) | 2,962 | ||||
OTHER INCOME (EXPENSES) NET | (15,498 | ) | (16,157 | ) | |||
INCOME BEFORE PROVISION FOR INCOME TAXES | 95,853 | 147,028 | -34.8 | % | |||
PROVISION FOR INCOME TAXES | (28,761 | ) | (44,108 | ) | |||
INCOME BEFORE MINORITY INTEREST IN INCOME OF CONSOLIDATED SUBSIDIARIES | 67,092 | 102,920 | |||||
MINORITY INTEREST IN INCOME OF CONSOLIDATED SUBSIDIARIES | (1,478 | ) | (1,849 | ) | |||
NET INCOME | 65,614 | 101,070 | -35.1 | % | |||
EARNINGS PER SHARE (ADS)(1) | 0.15 | 0.22 | |||||
FULLY DILUTED EARNINGS PER SHARE (ADS)(1) | 0.15 | 0.22 | |||||
WEIGHTED AVERAGE NUMBER OF OUTSTANDING SHARES | 450,957,163 | 451,990,536 | |||||
FULLY DILUTED AVERAGE NUMBER OF SHARES | 452,104,290 | 454,925,403 |
Notes:
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LUXOTTICA GROUP
CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2003 AND DECEMBER 31, 2002
In thousand of Euro |
March 31, 2003 |
December 31, 2002 |
||
---|---|---|---|---|
CURRENT ASSETS: | ||||
CASH | 241,220 | 151,418 | ||
RESTRICTED CASH | 0 | 0 | ||
ACCOUNT RECEIVABLE | 420,161 | 370,234 | ||
SALES AND INCOME TAXES RECEIVABLES | 7,043 | 10,956 | ||
INVENTORIES | 404,948 | 406,032 | ||
PREPAID EXPENSES AND OTHER | 55,661 | 53,385 | ||
DEFERRED TAX ASSETSCURRENT | 146,031 | 148,088 | ||
TOTAL CURRENT ASSETS | 1,275,065 | 1,140,113 | ||
PROPERTY, PLANT AND EQUIPMENTNET | 488,244 | 506,545 | ||
OTHER ASSETS | ||||
INTANGIBLE ASSETSNET | 1,908,312 | 1,916,526 | ||
INVESTMENTS | 12,680 | 12,837 | ||
OTHER ASSETS | 13,159 | 10,305 | ||
SALES AND INCOME TAXES RECEIVABLES | 5 | 5 | ||
TOTAL OTHER ASSETS | 1,934,156 | 1,939,674 | ||
TOTAL | 3,697,465 | 3,586,332 | ||
CURRENT LIABILITIES: |
||||
BANK OVERDRAFTS | 504,584 | 371,729 | ||
CURRENT PORTION OF LONG-TERM DEBT | 200,391 | 178,335 | ||
ACCOUNTS PAYABLE | 187,577 | 202,897 | ||
ACCRUED EXPENSES AND OTHER | 219,123 | 217,883 | ||
ACCRUAL FOR CUSTOMERS' RIGHT OF RETURN | 9,209 | 9,130 | ||
INCOME TAXES PAYABLE | 34,122 | 18,748 | ||
TOTAL CURRENT LIABILITIES | 1,155,006 | 998,722 | ||
LONG TERM LIABILITIES: |
||||
LONG TERM DEBT | 827,031 | 855,654 | ||
LIABILITY FOR TERMINATION INDEMNITIES | 44,637 | 48,945 | ||
DEFERRED TAX LIABILITIESNON CURRENT | 123,007 | 121,805 | ||
OTHER | 142,432 | 133,605 | ||
TOTAL LONG TERM LIABILITIES | 1,137,107 | 1,160,010 | ||
COMMITMENTS AND CONTINGENCY: | ||||
MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES | 9,135 | 9,705 | ||
SHAREHOLDERS' EQUITY: |
||||
454,266,000 ORDINARY SHARES AUTHORIZED AND ISSUED447,831,214 SHARES OUTSTANDING | 27,256 | 27,256 | ||
NET INCOME | 65,614 | 372,077 | ||
RETAINED EARNINGS | 1,303,347 | 1,018,562 | ||
TOTAL SHAREHOLDERS' EQUITY | 1,396,217 | 1,417,895 | ||
TOTAL | 3,697,465 | 3,586,332 |
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LUXOTTICA GROUP
CONSOLIDATED FINANCIAL HIGHLIGHTS
FOR THE THREE-MONTH PERIODS ENDED
MARCH 31, 2003 AND MARCH 31, 2002
SEGMENTAL INFORMATION
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2003
In Thousand of Euro
2003 |
Manufacturing and Wholesale |
Retail |
Retail (in thousand of U.S. Dollars) |
Inter- Segments Transaction and Corporate Adj. |
Consolidated |
|||||
---|---|---|---|---|---|---|---|---|---|---|
Net Sales | 275,660 | 469,155 | 503,403 | (40,268 | ) | 704,547 | ||||
EBITDA | 75,555 | 71,276 | 76,479 | (2,407 | ) | 144,424 | ||||
Operating income | 64,373 | 54,307 | 58,271 | (7,328 | ) | 111,351 | ||||
Capital Expenditure | 2,870 | 7,539 | 8,090 | | 10,409 | |||||
Depreciation & Amortization | 11,182 | 16,970 | 18,208 | 4,921 | 33,073 | |||||
Assets | 1,557,570 | 835,878 | 911,107 | 1,304,017 | 3,697,465 | |||||
2002(1) |
||||||||||
Net Sales | 324,820 | 582,261 | 510,410 | (26,596 | ) | 880,486 | ||||
EBITDA | 99,924 | 98,389 | 86,248 | 4,005 | 202,318 | |||||
Operating income | 88,930 | 77,159 | 67,638 | (2,905 | ) | 163,185 | ||||
Capital Expenditure | 36,951 | 16,300 | 14,289 | | 53,251 | |||||
Depreciation & Amortization | 10,994 | 21,230 | 18,610 | 6,910 | 39,134 | |||||
Assets | 1,430,568 | 917,905 | 800,137 | 1,676,223 | 4,024,696 |
Notes:
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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. | ||||
By: |
/s/ ROBERTO CHEMELLO |
|||
DATE: APRIL 30, 2003 | ROBERTO CHEMELLO, CHIEF EXECUTIVE OFFICER |
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