-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H5kP3qR4OrRnbvAYYrvkutQWMgXKpha/Eja+WBU74WdUyQP8Vz371O8qsqtwrTYn 8NYdcNwxYHqm3umiRnYqWA== 0000903423-04-000864.txt : 20040921 0000903423-04-000864.hdr.sgml : 20040921 20040921112531 ACCESSION NUMBER: 0000903423-04-000864 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040921 FILED AS OF DATE: 20040921 DATE AS OF CHANGE: 20040921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DE RIGO SPA CENTRAL INDEX KEY: 0001001462 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14002 FILM NUMBER: 041038692 BUSINESS ADDRESS: STREET 1: ZONA INDUSTRIALE VILLANOVA STREET 2: 32012 LONGARONE BL CITY: ITALY STATE: L6 ZIP: 00000 MAIL ADDRESS: STREET 1: ZONA INDUSTRIALE VILLANOVA CITY: LONGARONE ITALTY STATE: L6 ZIP: 9999999999 6-K 1 derigo-6k_0921.htm

Form 6-K

Securities and Exchange Commision
Washington, D.C. 20549

Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
Of The
Securities Exchange Act of 1934

For the month of September 2004
Commision file number 1-12260


DE RIGO S.P.A.
(Translation of registrant's name in English)

Republic of Italy
(Jurisdiction of incorporation or organization)

Zona Industriale Villanova
32013 Longarone (BL)
Italy
(Address of principal executive offices)


(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

(Check One) Form 20-F   X   Form 40-F ___

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1))

(Check One) Yes           No     X    

(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))

(Check One) Yes           No     X    

(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

(Check One) Yes           No     X    

(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b). 82-       .)


For further information, please contact:  21st September 2004 
Maurizio Dessolis  FOR IMMEDIATE RELEASE 
Chief Financial Officer   
Tel. +39 0437 7777   
Fax +39 0437 770727   
e-mail: investor@derigo.com   
NYSE: DER   

DE RIGO

ANNOUNCES AN INCREASE OF 44.7% IN NET INCOME
FOR THE FIRST SIX MONTHS OF 2004

On September 20th, the board of directors of De Rigo S.p.A. approved the unaudited consolidated results for the first six months of 2004, which evidenced a strong growth in the Group's profitability, as demonstrated by the net income growth of 44.7%, as well as the achievement of a positive net financial position.

Highlights of the Group's unaudited consolidated results for the first six months of 2004 include:

  • Net sales amounted to EUR 275.9 m1, an increase of 0.9% from the EUR 273.4 m posted in the same period last year. The sales results confirmed the positive trends in the Group's current businesses, as comparisons with the prior year were affected by De Rigo's sale during July 2003 of the controlling interest in Eyewear International Distribution ("EID"), a joint venture with the Prada Group.
    Excluding EID's sales from the Group's results for the first six months of 2003, the period on period increase in consolidated net sales was 8.8%.
  • Income from operations before depreciation and amortization2 increased by 9.9% to EUR 35.5 m from the EUR 32.3 m posted in the first six months of 2003, and represented 12.9% of net sales, as compared with 11.8% in the same period last year.
  • Income from operations grew by 18.7% to EUR 22.9 m from the EUR 19.3 m recorded in the first six months of 2003, and represented 8.3% of net sales, as compared with 7.1% in the same period last year.
  • Net income amounted to EUR 12.3 m, an increase of 44.7% from the EUR 8.5 m recorded in the first six months of 2003 and represented 4.5% of net sales, as compared with 3.1% in the same period last year.
  • At 30 th June 2004, the net financial position 3 of the De Rigo Group was positive and amounted to EUR 16.4 m, as compared with the net debt of EUR 3.6 m recorded at 31st December 2003.

______________________________
1
The Group reports its results in Euro. On September 20th, 2004, the official Euro/U.S. Dollar exchange rate, as reported by the European Central Bank, was EUR 1 = USD 1.2132. The financial results reported in this press release have not been audited by the Group's independent public accountants and are presented on the basis of accounting principles generally accepted in Italy ("Italian GAAP").
2 The Group believes that the income from operations before depreciation and amortization and the other non-Italian GAAP data included in this release, when considered in conjunction with (but not in lieu of) other measures that are computed in accordance with Italian GAAP, enhance an understanding of the Group's results of operations. The Group's management uses income from operations before depreciation and amortization as one of the bases on which it analyses the performance of the Group and its segments, as management generally does not have control over the amortization periods for goodwill and other intangibles or the related depreciation amounts. Income from operations before depreciation and amortization should not, however, be considered in isolation as a substitute for net income, operating income, cash flow provided by operating activities or other income or cash flow data prepared in accordance with generally accepted accounting principles or as a measure of a company's profitability or liquidity. The Group calculates income from operations before depreciation and amortization as being equal to income from operations plus depreciation and amortization, as detailed in the table accompanying this release, which also includes a detailed reconciliation between income from operations before depreciation and amortization and the other non-Italian GAAP measures used in this release and the most directly comparable Italian GAAP measures.
3 In accordance with Italian practice, management uses net financial position as the primary measure of the Group's debt position. A detailed reconciliation between the net financial position and the most directly comparable Italian GAAP measures is provided in the accompanying table.

1


The results posted by the Group in the first six months of 2004 reflected the contribution of each of the Company's business segments during the periods under review.

The following table summarizes the principal unaudited results of each of the Group's business segments for the periods indicated in millions of EUR:










               
Income from 
               
               
operations 
               
Group's    Sales    %   
before 
 
% 
Income from 
% 
Business Segments           
Change 
 
depreciation 
 
Change 
operations 
Change 
               
and 
               
               
amortization 
               









    1H   
1H 
      1H    1H        1H    1H     
   
2004 
2003 
2004 
2003 
2004 
2003 
 
 
Wholesale & Manufacturing    82.8    79.9    +3.6%    18.3    12.8    +43.0%    16.3    10.7    +52.3% 
Retail    198.7    182.6    +8.8%    17.2    17.3    -0.6%    6.6    6.9    -4.3% 
                 - D&A    127.3    116.5    +9.3%    5.1    5.4    -5.6%    0.8    1.2    -33.3% 
                 - GO    71.4    66.1    +8.0%    12.1    11.9    +1.7%    5.8    5.7    +1.8% 
EID    -    19.8    -100.0%    -    2.2    -100.0%    -    1.7    -100.0% 
Intercompany Eliminations    -5.6    -8.9    -37.1%    -    -        -    -     










Total    275.9    273.4    +0.9%    35.5    32.3    +9.9%    22.9    19.3    +18.7% 











Wholesale & Manufacturing

Sales of the wholesale & manufacturing segment amounted to EUR 82.8 m, an increase of 3.6% as compared with EUR 79.9 m posted in the first six months of 2003. The increase in wholesale & manufacturing sales was primarily due to very strong sales results in certain Far East markets, particularly Japan and Hong Kong, as well as in several European markets, including Germany, Spain and Greece.

Gross margins at the wholesale & manufacturing segment continued to increase, reflecting a reduction in both the cost of goods sold, as a result of improved efficiencies in the manufacturing process, and a more favourable sales mix, as the segment's sales in channels offering higher margins increased, more than offsetting the fact that the results for the first half of 2003 had also included relatively lower margin sales to EID.

Primarily as a result of the higher gross margin, the segment posted strong growth in both income from operations before depreciation and amortization and income from operations: income from operations before depreciation and amortization increased by 43.0% to EUR 18.3 m from the EUR 12.8 m recorded in the first six months of 2003 and represented 22.1% of net sales, as compared with 16.0% in the same period last year; income from operations increased by 52.3% to EUR 16.3 m from EUR 10.7 m in the first six months of 2003, and represented 19.7% of net sales, as compared with 13.4% in the same period last year.

Retail

Sales of the retail segment increased by 8.8% to EUR 198.7 m, as compared with the EUR 182.6 m posted in the first six months of 2003. The increase in net sales reflected same store sales per working day growth of 7.8% at General Optica ("GO"), the Group's Spanish retail chain, and 7.6% at Dollond & Aitchison ("D&A"), the Group's British retail chain, as well as the impact of GO's continuing expansion of its network of company-owned and franchised stores.

Income from operations before depreciation and amortization for the retail segment as a whole was essentially stable at EUR 17.2 m as compared with the EUR 17.3 m posted in the first six months of 2003 and represented 8.7% of sales, as compared with 9.5% in the same period last year. Income from operations for the segment as a whole amounted to EUR 6.6 m, a decrease of 4.3% from the EUR 6.9 m posted in the first six months of 2003 and represented 3.3% of sales, as compared with 3.8% in the same period last year.

2


These results reflect the contribution of the Group's two retail chains:

GO grew sales by 8.0% to EUR 71.4 m, while its income from operations before depreciation and amortization increased by 1.7% to EUR 12.1 m from the EUR 11.9 m posted in the first six months of 2003, representing 16.9% of sales as compared with 18.0% in the same period last year. The increase in income from operations before depreciation and amortization was primarily due to the growth in sales as a result of positive same store sales and the opening of new owned and franchised stores, while its decrease as a percentage of sales was primarily a consequence of higher advertising expenses.

Income from operations increased by 1.8% to EUR 5.8 m from the EUR 5.7 m posted in the first six months of 2003, representing 8.1% of sales, as compared with 8.6% in the same period last year. Income from operations increased in absolute terms at a lesser rate than income from operations before depreciation and amortization, as GO incurred higher depreciation expenses as a result of its investments in the opening of new stores and in the refitting of certain existing stores.

D&A's sales grew to EUR 127.3 m, an increase of 9.3% as compared with sales of EUR 116.5 m posted in the first six months of 2003. Sales grew by 6.5% in Pound Sterling terms, reflecting the appreciation of the Pound Sterling against the Euro during the period, while same store sales per working day increased by 7.6% . The increase in D&A's sales was primarily attributable to the Company's aggressive marketing campaigns which successfully increased D&A's market share but at the same time continued to exert pressure on its operating margins.

As a result, income from operations before depreciation and amortization amounted to EUR 5.1 m, a decrease of 5.6% as compared with the EUR 5.4 m posted in the first six months of 2003, and represented 4.0% of sales, having represented 4.6% in the same period last year, while income from operations decreased by 33.3% to EUR 0.8 m from EUR 1.2 m, and represented 0.6% of sales, having represented 1.2% in the same period last year.

Additional information on consolidated results and personnel changes

  • Basic earnings per share increased by 47.4% to EUR 0.28 from the EUR 0.19 posted in the first six months of 2003. Diluted earnings per share increased by 42.1% to EUR 0.27 from the EUR 0.19 posted in the first six months of 2003.
  • Income taxes amounted to EUR 10.1 m, as compared with EUR 8.5 m in the first six months of 2003.The Group's income was taxed at an effective rate of 44.3%, as compared with an effective tax rate of 48.7% in the same period last year. The decrease in the effective tax rate was primarily due to a lower tax rate in the Wholesale & Manufacturing business segment, reflecting the reduction in the Italian corporate tax rate and the positive performance of certain subsidiaries that allowed the utilization of losses carried forward from previous years.
  • Additions to property, plant and equipment amounted to EUR 7.4 m in the first six months of 2004, as compared with EUR 3.3 m in the same period last year. The increase was primarily attributable to higher investments in the refitting of existing stores and the opening of new stores at the retail business segment.
  • Russell Hardy resigned as CEO of D&A with effect from September 17 th. The board has nominated Andrew Ferguson as new CEO. Andrew has been Commercial and Operations Director at D&A since 1997.

3


* * * * *

Ennio De Rigo, Chairman of the De Rigo Group, commented on the first six months of 2004's results: "Our results for the first six months continued to show the very positive trend in our Group's operations, as demonstrated by strong earnings growth as compared with last year.

The wholesale & manufacturing business sharply improved its profitability and we are gradually developing commercial and distribution synergies with the Viva Group while looking forward to expand the scope of this strategic alliance.

General Optica is on track to deliver another year of growth in line with our expectations. Dollond & Aitchison grew its sales but its margins are still lower than our expectations: we are strongly committed to the on-going restructuring process at D&A and believe we will be able to extract value from its operations."

* * * * *

De Rigo is one of the world's largest manufacturers and distributors of premium eyewear, the major optical retailer in Spain through General Optica, one of the leading retailers in the British optical market through Dollond & Aitchison and a partner of the LVMH Fashion Group for the manufacture and distribution of Givenchy, Celine, Fendi and Loewe eyewear. De Rigo also manufactures and distributes the licensed brands Escada, Etro, Fila, Furla, La Perla, Mini and Onyx and its own brands Police, Sting and Lozza.

4


DE RIGO S.p.A. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(In thousands of Euro)

 
For the six months ended June 30, 
     
  2004   
2003 


       
NET SALES  275,886    273,366 
       
COST OF SALES  105,176    108,710 


GROSS PROFIT  170,710    164,656 


COSTS AND EXPENSES       
       Commissions  6,491    8,171 
         Advertising and promotion expenses 
19,695    18,724 
       Other selling expenses  103,387    99,770 
         General and administrative expenses 
18,197    18,712 


  147,770    145,377 


INCOME FROM OPERATIONS.........…  22,940    19,279 


OTHER (INCOME) EXPENSES       
       Interest expense  499    1,579 
       Interest income  (280)    (222) 
       Other (income) expenses, net  34    439 


  253    1,796 


INCOME BEFORE INCOME TAXES  22,687    17,483 


INCOME TAXES  10,056    8,516 


INCOME BEFORE MINORITY       
INTEREST  12,631    8,967 
MINORITY INTEREST  308    509 


NET INCOME  12,323    8,458 



5


DE RIGO S.p.A. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

(In thousands of Euro)




   
June 30, 
December 31, 
June 30, 
    2004    2003    2003 



ASSETS             
Current assets:             
       Cash and cash equivalents    30,488    19,634    21,990 
       Investment in debt securities    -    -    - 
       Accounts receivable, trade, net of             
       allowances for doubtful accounts    76,464    61,938    92,441 
       Inventories    45,540    49,366    55,929 
       Deferred income taxes    12,958    13,018    13,854 
       Prepaid expenses and other current assets    12,677    12,393    13,210 



Total current assets    178,127    156,349    197,424 
             
Property, plant and equipment:             
       Land    17,069    16,848    17,576 
       Buildings    55,485    54,587    54,991 
       Machinery and equipment    25,974    25,491    25,485 
       Office furniture and equipment    89,365    82,800    83,136 
       Construction in progress    -    -    274 



    187,893    179,726    181,462 
       Less: accumulated depreciation    (78,261)    (70,643)    (69,194) 



Property, plant and equipment, net    109,632    109,083    112,268 
             
Goodwill and intangible assets    101,407    103,891    108,876 
Other non current assets    7,149    7,564    8,925 



                       TOTAL ASSETS    396,315    376,887    427,493 




6


DE RIGO S.p.A. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

(In thousands of Euro)

   
June 30, 
December 31, 
June 30, 
    2004    2003    2003 



LIABILITIES AND SHAREHOLDERS'             
EQUITY             
Current liabilities:             
   Bank borrowings    13,508    22,569    65,767 
   Current portion of long-term debt    117    166    183 
   Accounts payable, trade    70,900    66,141    72,170 
   Commissions payable    1,079    895    2,014 
   Income taxes payable    7,839    5,452    6,120 
   Deferred income taxes    1,122    1,392    651 
Accrued expenses and other current liabilities .             
    33,666    27,223    34,676 



Total current liabilities    128,231    123,838    181,581 
             
Termination indemnities and other employee             
benefits    9,942    9,755    9,371 
Deferred income taxes    8,452    8,670    9,801 
Long –term debt, less current portion    464    497    605 
Other non current liabilities    8,017    7,243    8,291 
             
Shareholder's equity:             
   Capital stock    11,626    11,626    11,626 
   Additional paid-in capital    54,490    54,490    54,490 
   Retained earnings    173,736    161,413    151,393 
   Foreign currency translation    (3,680)    (5,682)    (4,702) 
   Revaluation surplus    5,037    5,037    5,037 



Total shareholders' equity    241,209    226,884    217,844 



TOTAL LIABILITIES AND             
SHAREHOLDERS' EQUITY    396,315    376,887    427,493 




7


Reconciliation of income from operations before depreciation and amortization with most directly comparable Italian GAAP measure
(In millions of Euro)

De Rigo Group  1H 2004  1H 2003  % Change 



Income from operations  22.9  19.3  +18.7% 
Amortization of goodwill  3.1  3.2  -3.1% 
Amortization of other intangibles  1.1  1.3  -15.4% 
Depreciation  8.4  8.5  -1.2% 



Income from operations before       
depreciation and amortization  35.5  32.3  +9.9% 



       
Wholesale & Manufacturing  1H 2004  1H 2003  % Change 



Income from operations  16.3  10.7  +52.3% 
Amortization of goodwill  0.1  0.2  -50.0% 
Amortization of other intangibles  0.5  0.5  0.0% 
Depreciation  1.4  1.4  0.0% 



Income from operations before       
depreciation and amortization  18.3  12.8  +43.0% 



       
Retail  1H 2004  1H 2003  % Change 



Income from operations  6.6  6.9  -4.3% 
Amortization of goodwill  3.0  3.0  0.0% 
Amortization of other intangibles  0.6  0.7  -14.3% 
Depreciation  7.0  6.7  +4.5% 



Income from operations before       
depreciation and amortization  17.2  17.3  -0.6% 



       
Dollond & Aitchison  1H 2004  1H 2003  % Change 



Income from operations  0.8  1.2  -33.3% 
Amortization of goodwill  0.8  0.8  0.0% 
Amortization of other intangibles  0.2  0.3  -33.3% 
Depreciation  3.3  3.1  +6.5% 



Income from operations before       
depreciation and amortization  5.1  5.4  -5.6% 



       
General Optica  1H 2004  1H 2003  % Change 



Income from operations  5.8  5.7  +1.8% 
Amortization of goodwill  2.2  2.2  0.0% 
Amortization of other intangibles  0.4  0.4  0.0% 
Depreciation  3.7  3.6  +2.8% 



Income from operations before       
depreciation and amortization  12.1  11.9  +1.7% 



       
EID  1H 2004  1H 2003  % Change 



Income from operations  0.0  1.7  -100.0% 
Amortization of goodwill  0.0  0.0  0.0% 
Amortization of other intangibles  0.0  0.1  -100.0% 
Depreciation  0.0  0.4  -100.0% 



Income from operations before       
depreciation and amortization  0.0  2.2  -100.0% 

8


Reconciliation of Net Financial Position with most directly comparable Italian GAAP measure
(In millions of Euro)



 
June 30, 
December 31, 
 
2004 
2003 


Cash and cash equivalents  30.5    19.6   
Investment in debt securities  0.0    0.0   
Bank Borrowings  -13.5    -22.5   
Current portion of long term debt  -0.1    -0.2   
Long term debt, less current portion  -0.5    -0.5   


Net Financial Position  16.4    -3.6   

9



SIGNATURES


             Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 21, 2004 DE RIGO S.p.A.
  By: /s/ Ennio De Rigo                     
Ennio De Rigo
Chairman of the Board and Chief Executive Officer

 

 

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