FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
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 period ended July 31, 2003
GUCCI GROUP N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam
The Netherlands
(Exact name of registrant and address of principal executive offices)
[Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.]
Form 20-F ý Form 40-F o
[Indicate by check mark whether the registrant by furnishing the information contained in this Form 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):]

HALF YEAR 2003
1
GUCCI GROUP N.V.
Consolidated statements of income for the six month periods ended:
(In thousands of Euros, except per share and share-amounts) (unaudited)
|
|
|
July 31, 2003 |
|
July 31, 2002 |
|
|
Net revenues |
|
1,150,744 |
|
1,184,751 |
|
|
Cost of goods sold |
|
390,729 |
|
375,327 |
|
|
Gross profit |
|
760,015 |
|
809,424 |
|
|
Selling, general and administrative expenses |
|
741,937 |
|
695,905 |
|
|
Goodwill and trademark amortization |
|
60,399 |
|
61,675 |
|
|
Operating (loss) profit |
|
(42,321 |
) |
51,844 |
|
|
Other expenses, net |
|
47 |
|
1,870 |
|
|
Financial income, net |
|
12,430 |
|
30,812 |
|
|
Foreign exchange gain (loss), net |
|
9,222 |
|
(1,247 |
) |
|
(Loss) profit before income taxes and minority interests |
|
(20,716 |
) |
79,539 |
|
|
Income tax benefit (expense), net |
|
38,647 |
|
(4,289 |
) |
|
Net income before minority interests |
|
17,931 |
|
75,250 |
|
|
Minority interests |
|
(5,912 |
) |
(3,105 |
) |
|
Net income for the period |
|
23,843 |
|
78,355 |
|
|
|
|
|
|
|
|
|
Net income per share of common stockbasic |
|
0.24 |
|
0.77 |
|
|
Weighted average number of sharesbasic |
|
99,101,118 |
|
101,243,294 |
|
|
Net income per share of common stockdiluted |
|
0.24 |
|
0.76 |
|
|
Weighted average number of shares and share equivalentsdiluted |
|
100,291,728 |
|
102,874,301 |
|
The accompanying notes are an integral part of these consolidated financial statements.
2
GUCCI GROUP N.V.
Consolidated balance sheets at:
(In thousands of Euros)
|
|
|
July 31, 2003 |
|
January 31, 2003* |
|
|
|
|
(unaudited) |
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Cash and cash equivalents |
|
2,690,153 |
|
2,934,578 |
|
|
Trade receivables, net |
|
310,589 |
|
331,834 |
|
|
Inventories, net |
|
549,502 |
|
472,028 |
|
|
Deferred tax assets |
|
236,918 |
|
191,219 |
|
|
Current value of hedge derivatives |
|
115,791 |
|
110,559 |
|
|
Other current assets |
|
327,892 |
|
326,186 |
|
|
Total current assets |
|
4,230,845 |
|
4,366,404 |
|
|
Non-current assets |
|
|
|
|
|
|
Long-term financial assets |
|
246,472 |
|
256,089 |
|
|
Property, plant and equipment, net |
|
955,072 |
|
912,497 |
|
|
Goodwill, trademarks, other intangible assets |
|
|
|
|
|
|
and deferred charges, net |
|
2,036,031 |
|
2,110,015 |
|
|
Deferred tax assets |
|
76,515 |
|
72,452 |
|
|
Other non-current assets |
|
64,776 |
|
63,150 |
|
|
Total non-current assets |
|
3,378,866 |
|
3,414,203 |
|
|
Total assets |
|
7,609,711 |
|
7,780,607 |
|
* Extracted from audited fiscal year 2002 balance sheet.
The accompanying notes are an integral part of these consolidated financial statements.
(continued on next page)
3
GUCCI GROUP N.V.
Consolidated balance sheets at:
(In thousands of Euros)
|
|
|
July 31, 2003 |
|
January 31, 2003* |
|
|
|
|
(unaudited) |
|
|
|
|
Liabilities and shareholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Bank overdrafts and short-term loans |
|
544,348 |
|
630,534 |
|
|
Share capital reimbursement payable to shareholders |
|
1,347,005 |
|
|
|
|
Trade payables and accrued expenses |
|
474,490 |
|
478,479 |
|
|
Deferred tax liabilities and income tax payable |
|
140,941 |
|
151,750 |
|
|
Other current liabilities |
|
109,659 |
|
119,262 |
|
|
Total current liabilities |
|
2,616,443 |
|
1,380,025 |
|
|
Non-current liabilities |
|
|
|
|
|
|
Long-term financial payables |
|
1,323,861 |
|
1,202,411 |
|
|
Pension liabilities and severance indemnities |
|
53,664 |
|
50,831 |
|
|
Long-term tax payable and deferred tax liabilities |
|
349,482 |
|
373,159 |
|
|
Other long-term liabilities |
|
39,815 |
|
38,182 |
|
|
Total non-current liabilities |
|
1,766,822 |
|
1,664,583 |
|
|
Total liabilities |
|
4,383,265 |
|
3,044,608 |
|
|
Minority interests |
|
54,793 |
|
64,566 |
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
|
|
|
|
Share capital |
|
104,804 |
|
104,688 |
|
|
Contributed surplus |
|
1,428,292 |
|
2,790,401 |
|
|
Retained earnings |
|
1,145,388 |
|
968,745 |
|
|
Treasury stock, at cost |
|
(262,911 |
) |
(173,274 |
) |
|
Accumulated other comprehensive income |
|
732,237 |
|
754,119 |
|
|
Net result for the period |
|
23,843 |
|
226,754 |
|
|
Total shareholders equity |
|
3,171,653 |
|
4,671,433 |
|
|
Total liabilities, minority interests and shareholders equity |
|
7,609,711 |
|
7,780,607 |
|
* Extracted from audited fiscal year 2002 balance sheet.
The accompanying notes are an integral part of these consolidated financial statements.
4
GUCCI GROUP N.V.
Condensed consolidated statements of cash flows for the six month periods ended:
(In thousands of Euros) (unaudited)
|
|
|
July 31, 2003 |
|
July 31, 2002 |
|
|
Cash flow (used in) provided by operating activities |
|
|
|
|
|
|
Net result for the period |
|
23,843 |
|
78,355 |
|
|
Depreciation |
|
48,702 |
|
41,969 |
|
|
Amortization |
|
72,160 |
|
71,159 |
|
|
Fixed assets write-off for restructuring |
|
9,304 |
|
|
|
|
Net change in assets and liabilities |
|
(176,889 |
) |
(114,691 |
) |
|
Cash flow (used in) provided by operating activities |
|
(22,880 |
) |
76,792 |
|
|
Cash flow used in investing activities |
|
(139,744 |
) |
(177,649 |
) |
|
Cash flow (used in) provided by financing activities |
|
|
|
|
|
|
Issuance of long-term debt, net |
|
157,609 |
|
241,858 |
|
|
Dividends |
|
(49,797 |
) |
(50,709 |
) |
|
Share capital reimbursement payable to shareholders |
|
(1,347,005 |
) |
|
|
|
Shares repurchased |
|
(281,573 |
) |
(48,876 |
) |
|
Proceeds from the exercise of stock options and other movements |
|
176,087 |
|
38,289 |
|
|
Cash flow (used in) provided by financing activities |
|
(1,344,679 |
) |
180,562 |
|
|
(Decrease) increase in cash, net of short-term financial indebtedness |
|
(1,507,303 |
) |
79,705 |
|
|
Effect of exchange rates on cash (short-term financial indebtedness), net |
|
2,059 |
|
26,180 |
|
|
Cash and cash equivalents, net of short-term financial indebtedness, at the beginning of the period |
|
2,304,044 |
|
2,199,749 |
|
|
Cash and cash equivalents, net of short-term financial indebtedness, at the end of the period |
|
798,800 |
|
2,305,634 |
|
|
Cash and cash equivalents, net of short-term financial indebtedness, comprise the following: |
|
|
|
|
|
|
Cash and cash equivalents |
|
2,690,153 |
|
2,728,148 |
|
|
Bank overdrafts and short-term loans |
|
(544,348 |
) |
(422,514 |
) |
|
Share capital reimbursement payable to shareholders |
|
(1,347,005 |
) |
|
|
|
Cash and cash equivalents, net |
|
798,800 |
|
2,305,634 |
|
The accompanying notes are an integral part of these consolidated financial statements.
5
GUCCI GROUP N.V.
Statement of changes in consolidated shareholders equity and comprehensive income:
(In thousands of Euros, except number of shares)
|
|
|
Number of shares |
|
Share capital |
|
Contributed surplus |
|
Retained earnings |
|
Treasury stock, at cost |
|
Accumulated other comprehensive income |
|
Net result of the period |
|
Total |
|
|
Balance at January 31, 2002 |
|
100,722,403 |
|
103,654 |
|
2,795,369 |
|
707,515 |
|
(60,142 |
) |
699,492 |
|
312,535 |
|
4,558,423 |
|
|
Appropriation of result for 2001 |
|
|
|
|
|
|
|
261,826 |
|
|
|
|
|
(261,826 |
) |
|
|
|
Dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
(50,709 |
) |
(50,709 |
) |
|
Shares released from treasury for option exercise |
|
1,239,607 |
|
|
|
(3,198 |
) |
|
|
40,870 |
|
|
|
|
|
37,672 |
|
|
Shares repurchased |
|
(550,000 |
) |
|
|
|
|
|
|
(48,876 |
) |
|
|
|
|
(48,876 |
) |
|
Other |
|
|
|
|
|
|
|
617 |
|
|
|
|
|
|
|
617 |
|
|
Net income for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
78,355 |
|
78,355 |
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Hedging reserve |
|
|
|
|
|
|
|
|
|
|
|
63,234 |
|
|
|
63,234 |
|
|
- Fair value reserve |
|
|
|
|
|
|
|
|
|
|
|
7,969 |
|
|
|
7,969 |
|
|
- Foreign currency adjustments (including tax of (4.9) million) |
|
|
|
|
|
|
|
|
|
|
|
(30,858 |
) |
|
|
(30,858 |
) |
|
Total other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
40,345 |
|
|
|
40,345 |
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
118,700 |
|
|
Balance at July 31, 2002 |
|
101,412,010 |
|
103,654 |
|
2,792,171 |
|
969,958 |
|
(68,148 |
) |
739,837 |
|
78,355 |
|
4,615,827 |
|
|
Shares issued for option exercise |
|
7,940 |
|
8 |
|
394 |
|
|
|
|
|
|
|
|
|
402 |
|
|
Shares released from treasury for option exercise |
|
54,667 |
|
|
|
(260 |
) |
|
|
3,877 |
|
|
|
|
|
3,617 |
|
|
Shares repurchased |
|
(1,250,595 |
) |
|
|
|
|
|
|
(109,623 |
) |
|
|
|
|
(109,623 |
) |
|
Other |
|
11,229 |
|
1,026 |
|
(1,904 |
) |
(1,213 |
) |
620 |
|
|
|
|
|
(1,471 |
) |
|
Net income for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
148,399 |
|
148,399 |
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Hedging reserve |
|
|
|
|
|
|
|
|
|
|
|
43,347 |
|
|
|
43,347 |
|
|
- Fair value reserve |
|
|
|
|
|
|
|
|
|
|
|
(2,762 |
) |
|
|
(2,762 |
) |
|
- Foreign currency adjustments (including tax of 12.6 million) |
|
|
|
|
|
|
|
|
|
|
|
(26,303 |
) |
|
|
(26,303 |
) |
|
Total other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
14,282 |
|
|
|
14,282 |
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
162,681 |
|
|
Balance at January 31, 2003 |
|
100,235,251 |
|
104,688 |
|
2,790,401 |
|
968,745 |
|
(173,274 |
) |
754,119 |
|
226,754 |
|
4,671,433 |
|
|
Share capital increase |
|
1,387,116 |
|
(1,387,116 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Return of Capital to Shareholders |
|
|
|
(1,387,116 |
) |
40,111 |
|
|
|
|
|
|
|
|
|
(1,347,005 |
) |
|
Appropriation of result for 2002 |
|
|
|
|
|
|
|
176,957 |
|
|
|
|
|
(176,957 |
) |
|
|
|
Dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
(49,797 |
) |
(49,797 |
) |
|
Shares repurchased |
|
(3,203,987 |
) |
|
|
|
|
|
|
(281,573 |
) |
|
|
|
|
(281,573 |
) |
|
Shares released from treasury for option exercise |
|
2,579,114 |
|
|
|
(24,052 |
) |
|
|
193,441 |
|
|
|
|
|
169,389 |
|
|
Shares issued for option exercise |
|
113,695 |
|
116 |
|
6,582 |
|
|
|
|
|
|
|
|
|
6,698 |
|
|
Other |
|
35,918 |
|
|
|
2,366 |
|
(314 |
) |
(1,505 |
) |
|
|
|
|
547 |
|
|
Net income for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
23,843 |
|
23,843 |
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Hedging reserve |
|
|
|
|
|
|
|
|
|
|
|
(3,992 |
) |
|
|
(3,992 |
) |
|
- Fair value reserve |
|
|
|
|
|
|
|
|
|
|
|
499 |
|
|
|
499 |
|
|
- Foreign currency adjustments (including tax of (0.1) million) |
|
|
|
|
|
|
|
|
|
|
|
(18,389 |
) |
|
|
(18,389 |
) |
|
Total other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
(21,882 |
) |
|
|
(21,882 |
) |
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,961 |
|
|
Balance at July 31, 2003 |
|
99,759,991 |
|
104,804 |
|
1,428,292 |
|
1,145,388 |
|
(262,911 |
) |
732,237 |
|
23,843 |
|
3,171,653 |
|
The accompanying notes are an integral part of these consolidated financial statements.
6
All amounts (unless otherwise indicated) are in thousands of Euros
The consolidated balance sheet as of July 31, 2003, the consolidated statements of income, the condensed consolidated statements of cash flows and the statements of changes in consolidated shareholders equity and comprehensive income of Gucci Group N.V. (the Group; the Company) for the six months ended July 31, 2003 and 2002 are unaudited. In the opinion of the management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of these interim financial statements have been included herein. The results of these interim periods are not necessarily indicative of the results for the entire year. The balance sheet at January 31, 2003 is extracted from the balance sheet in the Annual Report for the 2002 fiscal year (2002 Annual Report).
The 2003 semi-annual consolidated financial statements have been prepared in accordance with IAS 34 - Interim Financial Reporting. In the preparation of these financial statements, the Group has followed the same accounting policies used in the Companys 2002 Annual Report. The semi-annual consolidated financial statements as at and for the period ended July 31, 2003 should be read in conjunction with the audited consolidated financial statements and notes included in the Companys 2002 Annual Report.
Note 2Segment Information
The following table presents information about the Company by segment of activity:
|
|
|
July 31, 2003 |
|
July 31, 2002 |
|
|
Gucci Division (excluding Gucci Timepieces) |
|
|
|
|
|
|
Revenues from external customers |
|
624,151 |
|
664,784 |
|
|
Revenues from other segments |
|
6,071 |
|
6,710 |
|
|
Total revenues |
|
630,222 |
|
671,494 |
|
|
Operating profit before goodwill amortization |
|
141,324 |
|
172,961 |
|
|
Goodwill amortization |
|
1,209 |
|
4,701 |
|
|
Operating profit after goodwill amortization |
|
140,115 |
|
168,260 |
|
|
Gucci Group Watches 1 |
|
|
|
|
|
|
Revenues from external customers: |
|
|
|
|
|
|
Gucci |
|
57,550 |
|
73,716 |
|
|
Other Brands |
|
11,602 |
|
13,544 |
|
|
Total revenues from external costumers |
|
69,152 |
|
87,260 |
|
|
Revenues from other segments |
|
7,861 |
|
7,994 |
|
|
Total revenues |
|
77,013 |
|
95,254 |
|
|
Operating profit before goodwill amortization |
|
6,111 |
|
25,823 |
|
|
Goodwill amortization |
|
7,935 |
|
6,409 |
|
|
Operating (loss) profit after goodwill amortization |
|
(1,824 |
) |
19,414 |
|
|
Yves Saint Laurent |
|
|
|
|
|
|
Revenues from external customers |
|
68,084 |
|
66,810 |
|
|
Revenues from other segments |
|
12 |
|
|
|
|
Total revenues |
|
68,096 |
|
66,810 |
|
|
Operating (loss) before goodwill and trademark amortization |
|
(41,824 |
) |
(31,807 |
) |
|
Goodwill and trademark amortization |
|
11,543 |
|
11,549 |
|
|
Operating (loss) after goodwill and trademark amortization |
|
(53,367 |
) |
(43,356 |
) |
1 The Gucci Group Watches segment includes the production and wholesale distribution of Gucci and other brand watches.
(continued)
7
(Segment information continued)
|
|
|
July 31, 2003 |
|
July 31, 2002 |
|
|
YSL Beauté 1 |
|
|
|
|
|
|
Revenues from external customers |
|
256,776 |
|
256,984 |
|
|
Revenues from other segments |
|
66 |
|
46 |
|
|
Total revenues |
|
256,842 |
|
257,030 |
|
|
Operating (loss) before goodwill and trademark amortization |
|
(25,249 |
) |
(9,091 |
) |
|
Goodwill and trademark amortization |
|
26,109 |
|
26,211 |
|
|
Operating (loss) after goodwill and trademark amortization |
|
(51,358 |
) |
(35,302 |
) |
|
Other operations 2 |
|
|
|
|
|
|
Revenues from external customers |
|
132,581 |
|
108,913 |
|
|
Revenues from other segments |
|
19,771 |
|
14,131 |
|
|
Total revenues |
|
152,352 |
|
123,044 |
|
|
Operating (loss) before goodwill and trademark amortization |
|
(42,875 |
) |
(26,653 |
) |
|
Goodwill and trademark amortization |
|
13,603 |
|
12,805 |
|
|
Operating (loss) after goodwill and trademark amortization |
|
(56,478 |
) |
(39,458 |
) |
|
Corporate Operating costs |
|
(19,620 |
) |
(17,888 |
) |
|
Elimination |
|
|
|
|
|
|
Revenues from other segments |
|
(33,781 |
) |
(28,881 |
) |
|
Operating loss before goodwill and trademark amortization |
|
211 |
|
174 |
|
|
Operating loss after goodwill and trademark amortization |
|
211 |
|
174 |
|
|
Consolidated |
|
|
|
|
|
|
Revenues from external customers |
|
1,150,744 |
|
1,184,751 |
|
|
Operating profit before goodwill and trademark amortization |
|
18,078 |
|
113,519 |
|
|
Goodwill and trademark amortization |
|
60,399 |
|
61,675 |
|
|
Operating (loss) profit after goodwill and trademark amortization |
|
(42,321 |
) |
51,844 |
|
1 As of February 1, 2003 the Boucheron fragrance operation was integrated with YSL Beauté. Boucheron fragrance segment information for the period ended July 31, 2002, which had been included in Other Operations, was reclassified to YSL Beauté as if the integration had occurred on February 1, 2002.
2 The Other Operations segment includes revenues from operations which individually are not material to the Group.
Inter-segment transactions are priced on an arms length basis in a manner similar to transactions with third parties.
Note 3Inventories, net
Inventories, net of allowances for excess and obsolete items, were as follows:
|
|
|
July 31, 2003 |
|
January 31, 2003 |
|
|
Finished goods |
|
394,399 |
|
333,919 |
|
|
Work in progress |
|
33,362 |
|
29,054 |
|
|
Raw materials |
|
121,741 |
|
109,055 |
|
|
Inventories, net |
|
549,502 |
|
472,028 |
|
Other current assets consisted of the following:
|
|
|
July 31, 2003 |
|
January 31, 2003 |
|
|
VAT reimbursement receivables |
|
148,241 |
|
149,029 |
|
|
Prepaid expenses |
|
93,564 |
|
88,468 |
|
|
Prepaid tax |
|
25,631 |
|
30,924 |
|
|
Other |
|
60,456 |
|
57,765 |
|
|
Other current assets |
|
327,892 |
|
326,186 |
|
8
Long-term financial assets on July 31, 2003 consisted of the following bonds:
|
|
|
S&P Rating |
|
Nominal value ('000) |
|
Fair value ('000) |
|
Yield |
|
Expiration date |
|
|
KFW International Finance |
|
AAA |
|
US$245,000 |
|
218,309 |
|
2.29 |
% |
24/01/2005 |
|
|
DEXIA Municipal Agency |
|
AAA |
|
27,175 |
|
28,163 |
|
4.25 |
% |
12/01/2007 |
|
|
Total |
|
|
|
|
|
246,472 |
|
|
|
|
|
During the period movements in long-term financial assets were as follows:
|
Balance at January 31, 2003 |
|
256,089 |
|
|
Change during the period of the fair value |
|
499 |
|
|
Currency translation |
|
(10,116 |
) |
|
Balance at July 31, 2003 |
|
246,472 |
|
Goodwill, trademarks, other intangible assets and deferred charges, net were as follows:
|
|
|
July 31, 2003 |
|
January 31, 2003 |
|
|
Trademarks |
|
1,161,004 |
|
1,197,094 |
|
|
Goodwill |
|
651,317 |
|
672,145 |
|
|
Other intangible assets and deferred charges |
|
223,710 |
|
240,776 |
|
|
Total |
|
2,036,031 |
|
2,110,015 |
|
Bank overdrafts and short-term loans at July 31, 2003 and January 31, 2003 consisted of the following:
|
|
|
July 31, 2003 |
|
January 31, 2003 |
|
||||||||
|
Currency |
|
Nominal currency value* |
|
Amount in Euro |
|
Weighted average interest rate |
|
Nominal currency value* |
|
Amount in Euro |
|
Weighted average interest rate |
|
|
US Dollars |
|
70,815 |
|
62,568 |
|
2.73 |
% |
100,482 |
|
92,901 |
|
1.63 |
% |
|
Euro |
|
182,805 |
|
182,805 |
|
2.32 |
% |
208,863 |
|
208,863 |
|
3.03 |
% |
|
Japanese Yen |
|
32,250,537 |
|
237,626 |
|
0.48 |
% |
30,050,245 |
|
232,641 |
|
0.30 |
% |
|
Swiss Franc |
|
52,680 |
|
34,066 |
|
0.79 |
% |
104,483 |
|
71,183 |
|
1.08 |
% |
|
Other |
|
N/A |
|
27,283 |
|
|
|
N/A |
|
24,946 |
|
|
|
|
Total |
|
N/A |
|
544,348 |
|
1.41 |
% |
N/A |
|
630,534 |
|
1.63 |
% |
* In thousands
The other balances are composed of numerous small balances held by the Groups individual subsidiaries.
Credit lines:
On July 31, 2003, the Group had a syndicated multi-currency revolving credit facility amounting to 667 million expiring on July 21, 2005, subject to an interest rate of LIBOR + 0.30% per annum and a commitment fee on the undrawn portion of 0.15% per annum.
The facility is subject to the following financial covenants:
the ratio of Net Financial Indebtedness to the Net Worth should not be greater than 1:1;
the ratio of Net Financial Indebtedness to Earning Before Interest, Taxes, Depreciation and Amortization (EBITDA) should not be greater than 3:1;
the ratio of EBITDA to Financial Expenditure, net of any financial income, should not be less than 4:1.
The terms used in the financial covenants are defined in the syndicated loan agreement and may differ from similar terms used in the financial statements.
On July 31, 2003, all of the covenants were satisfied.
9
Moreover, Gucci Group NV is obliged to ensure that the aggregate total assets of certain Group subsidiaries, which are guarantors of the facility, represent no less than 85% of the total assets of the Group.
At July 31, 2003 the Group had additional available lines of credit, which were not firm commitments, totaling 671.4 million ( 619.7 million as at January 31, 2003).
Long-term financial payables at July 31, 2003 and January 31, 2003 consisted of the following:
|
|
|
Floating rate |
|
Fixed rate |
|
Total |
|
Capital |
|
Total |
|
Total |
|
||||||||
|
|
|
|
|
CHF |
|
US$ |
|
GBP |
|
Yen |
|
Yen |
|
loans |
|
leases |
|
July 31 2003 |
|
January 31 2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due between: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(* |
) |
|
|
|
|
|
- 1 and 2 years |
|
275,881 |
|
86,745 |
|
216,469 |
|
1,565 |
|
27,262 |
|
59,822 |
|
667,744 |
|
1,794 |
|
669,538 |
|
121,995 |
|
|
- 2 and 3 years |
|
5,679 |
|
65,404 |
|
|
|
1,565 |
|
12,526 |
|
12,702 |
|
97,876 |
|
2,043 |
|
99,919 |
|
629,502 |
|
|
- 3 and 4 years |
|
140,679 |
|
737 |
|
|
|
1,565 |
|
12,526 |
|
59,859 |
|
215,366 |
|
2,267 |
|
217,633 |
|
211,443 |
|
|
- 4 and 5 years |
|
6,759 |
|
737 |
|
|
|
1,565 |
|
3,684 |
|
164,272 |
|
177,017 |
|
2,334 |
|
179,351 |
|
108,527 |
|
|
Due beyond 5 years |
|
34,397 |
|
18,525 |
|
|
|
12,058 |
|
|
|
1,282 |
|
66,262 |
|
90,190 |
|
156,452 |
|
127,097 |
|
|
|
|
463,395 |
|
172,148 |
|
216,469 |
|
18,318 |
|
55,998 |
|
297,937 |
|
1,224,265 |
|
98,628 |
|
1,322,893 |
|
1,198,564 |
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
968 |
|
3,847 |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,323,861 |
|
1,202,411 |
|
|
Weighted average interest rate |
|
2.96 |
% |
0.91 |
% |
1.50 |
% |
4.29 |
% |
0.41 |
% |
0.77 |
% |
1.79 |
% |
6.35 |
% |
2.13 |
% |
2.33 |
% |
* Calculated as the present value of minimum lease payments under financial leases due beyond twelve months after July 31, 2003.
The other balances are composed of numerous small balances held by the Groups individual subsidiaries.
The recorded value of long-term liabilities approximates fair value.
Share Capital
During the period the Group repurchased 3,203,987 shares for an aggregate cost of 281.6 million. The repurchased shares will be held in treasury and reissued to the Companys employees upon the exercise of their stock options pursuant to the Companys stock option plan.
Dividend paid
On May 24, 2003, the Supervisory Board approved a dividend of 0.50 per common share. Following approval of the Annual Accounts by shareholders at the Annual General Meeting on July 16, 2003, the Company paid the dividend. In 2002 the dividend distributed was US$ 0.50 per share.
The Shareholders at the Annual General Meeting on July 16, 2003 approved the distribution of 13.50 per share in the form of a return of capital. The payment of the 13.50 per share to the Euronext Amsterdam (AEX) shares occurred on October 2, 2003; the payment of US$ 15.78 (the US dollar equivalent of 13.50) to shares registered on the New York Stock Exchange (NYSE) occurred promptly thereafter. The aggregate amount paid to shareholders was 1,347.0 million. As a result of the payments, the US$ 101.50 per share put price that PPR is committed to offer for all Gucci Group shares in April 2004 was reduced by US$ 15.98 per share. This amount was calculated as follows:
US$ 15.78: The US dollar per share equivalent of 13.50 determined by the 1/US$ 1.1692 exchange rate published by the European Central Bank shortly after 2:15pm Central European Time on October 2, 2003.
US$ 0.20: The US dollar denominated time value of money determined by applying 2.15% (3-month US dollar LIBOR fixed on October 2, increased by 100 basis points) to US$ 15.78 over the period from October 2, 2003 to April 30, 2004.
10
Hedging reserve
During the period the movements of the Hedging reserve were as follows:
|
Balance at January 31, 2003 |
|
98,529 |
|
|
Realized change in the value of Cash flow hedges related to transactions completed during the period |
|
(55,268 |
) |
|
Total change of fair value of Cash flow hedges during the period |
|
51,062 |
|
|
Tax on changes during the period |
|
214 |
|
|
Balance at July 31, 2003 |
|
94,537 |
|
Fair value reserve
During the period the movements of the Fair value reserve were as follows:
|
Balance at January 31, 2003 |
|
2,712 |
|
|
Change of the fair value of available-for-sale investments during the period |
|
499 |
|
|
Currency translation |
|
(106 |
) |
|
Balance at July 31, 2003 |
|
3,105 |
|
Foreign currency adjustments
During the period the movements of the Foreign currency adjustments reserve were as follows:
|
Balance at January 31, 2003 |
|
(287,571 |
) |
|
Translation of opening net equity and consolidation adjustments |
|
(25,940 |
) |
|
Translation of result for the period |
|
1,625 |
|
|
Translation of long-term inter-company accounts receivable |
|
5,926 |
|
|
Balance at July 31, 2003 |
|
(305,960 |
) |
Net income per share
The numerator for the calculation of both the basic and fully diluted net income per share is Net income for the period.
Options granted in accordance with the Companys Incentive Stock Option Plan are the only items which can dilute net income per share. The denominator used in Basic net income per share and Diluted net income per share is calculated using the treasury stock method as shown in the following table:
|
|
|
July 31, 2003 |
|
January 31, 2003 |
|
|
Denominator in calculating basic net income per share |
|
99,101,118 |
|
101,060,751 |
|
|
Add: In the money options outstanding |
|
6,506,955 |
|
6,913,971 |
|
|
Less: Treasury shares (*) |
|
5,316,345 |
|
5,551,804 |
|
|
Denominator in calculating diluted net income per share |
|
100,291,728 |
|
102,422,918 |
|
* Theoretical treasury shares which would be acquired from proceeds of exercise of all in the money options outstanding.
2,702,750 options to purchase shares of common stock with an average strike price of US$ 114.56 were outstanding as at July 31, 2003, but were not included in the computation of diluted net income per share (2,474,000 as at January 31, 2003) because their exercise price was greater than the average market price of the common shares during the period; accordingly, the inclusion of these 2,702,750 options would have been anti-dilutive in the calculation.
During the period, the Group entered into derivative transactions to cover its foreign exchange exposure related to anticipated future transactions in currencies other than Euro, the reporting currency of the Group.
11
The notional values of the contracts outstanding at July 31, 2003 and January 31, 2003 were the following:
|
July 31, 2003 |
|
Forward |
|
Combination options |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
US Dollars |
|
179,883 |
|
589,899 |
|
769,782 |
|
|
Japanese Yen |
|
166,024 |
|
519,191 |
|
685,215 |
|
|
English Pound |
|
189,487 |
|
|
|
189,487 |
|
|
Hong Kong Dollars |
|
98,246 |
|
|
|
98,246 |
|
|
Korean Won |
|
13,707 |
|
|
|
13,707 |
|
|
Total |
|
647,347 |
|
1,109,090 |
|
1,756,437 |
|
|
January 31, 2003 |
|
Forward |
|
Combination options |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
US Dollars |
|
152,934 |
|
543,091 |
|
696,025 |
|
|
Japanese Yen |
|
145,532 |
|
526,121 |
|
671,653 |
|
|
English Pound |
|
149,934 |
|
|
|
149,934 |
|
|
Hong Kong Dollars |
|
94,495 |
|
|
|
94,495 |
|
|
Korean Won |
|
4,109 |
|
|
|
4,109 |
|
|
Total |
|
547,004 |
|
1,069,212 |
|
1,616,216 |
|
Certain subsidiaries of the Group entered into forward contracts in relation to trade accounts receivable and payable and financial receivables and payables, denominated in the currencies indicated below.
The contracts outstanding at July 31, 2003 and January 31, 2003 were as follows:
|
|
|
July 31, 2003 |
|
January 31, 2003 |
|
|
Currencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar |
|
284,888 |
|
487,653 |
|
|
Japanese Yen |
|
27,604 |
|
22,704 |
|
|
Swiss Franc |
|
79,655 |
|
111,976 |
|
|
English Pound |
|
70,015 |
|
52,322 |
|
|
Other currencies |
|
27,131 |
|
16,600 |
|
|
Total |
|
489,293 |
|
691,255 |
|
All contracts mature at various dates from August 1, 2003 to January 31, 2005.
All derivatives contracts are entered into with major financial institutions and, consequently, the Group does not expect default by the counter-parties.
On November 4, 2003 Domenico De Sole, Chief Executive Officer, and Tom Ford, Creative Director, announced that they do not intend to extend their contracts beyond their currently scheduled expiration date in 2004. Gucci Groups Supervisory Board has established a committee to select their successors. Both Mr. De Sole and Mr. Ford confirmed their commitment to remain in their positions until April, 30 2004 in order to facilitate the transition to new management.
12
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|
|
PricewaterhouseCoopers Accountants N.V. Accountants Prins Bernhardplein 200 1097 JB Amsterdam P.O. Box 94071 1090 GB Amsterdam The Netherlands Telephone +31 (20) 568 66 66 Facsimile +31 (20) 568 68 88
|
Report of Independent Accountants
We have reviewed the accompanying consolidated balance sheet of Gucci Group N.V. as of July 31, 2003 and the related consolidated statements of income, changes in shareholders' equity and comprehensive income, and cash flows for the six-month periods ended July 31, 2003 and 2002. These financial statements are the responsibility of the Group's management.
We conducted our reviews in accordance with International Standards on Auditing issued by the International Federation of Accountants and with standards established by the American Institute of Certified Public Accountants.
A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated interim financial statements for them to be in conformity with International Accounting Standard 34 (Interim Financial Reporting).

November 12, 2003
PricewaterhouseCoopers is the tradename of amongst others the following companies: PricewaterhouseCoopers Accountants N.V. (registered with the Traderegister under number 34180285), PricewaterhouseCoopers Belastingadviseurs N.V. (registered with the Traderegister under number 34180284) and PricewaterhouseCoopers Corporate Finance & Recovery N.V. (registered with the Traderegister under number 34180287) en PricewaterhouseCoopers Firm Services B.V. (registered with the Traderegister under number 34180289). The services rendered by these companies are governed by General Terms & Conditions, which include provisions regarding our liability. These General Terms & Conditions are filed with the Amsterdam Chamber of Commerce and can also be viewed at www.pwcglobal.com/nl