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



 

FINANCIAL STATEMENTS AND NOTES

 

 

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 stock—basic

 

0.24

 

0.77

 

Weighted average number of shares—basic

 

99,101,118

 

101,243,294

 

Net income per share of common stock—diluted

 

0.24

 

0.76

 

Weighted average number of shares and share equivalents—diluted

 

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

 

Note 1—Basis of presentation

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 Company’s 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 Company’s 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

 

 

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 arm’s 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

 

 

 

 

Note 4—Other current assets

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



 

 

Note 5—Long-term financial assets

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

 

 

Note 6—Goodwill, trademarks, other intangible assets and deferred charges, net

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

 

 

 

Note 7—Bank overdrafts and short-term loans

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 Group’s 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).

 

 

Note 8—Long-term financial payables

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 Group’s individual subsidiaries.

 

The recorded value of long-term liabilities approximates fair value.

 

 

Note 9Shareholders’ equity

 

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 Company’s employees upon the exercise of their stock options pursuant to the Company’s 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 Company’s 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.

 

 

Note 10—Hedging contracts

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.

 

 

Note 11Subsequent events

 

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 Group’s 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



 

  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