UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 2013
COMMISSION FILE NO. 1 - 10421
LUXOTTICA GROUP S.p.A.
VIA C. CANTÙ 2, MILAN, 20123 ITALY
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ý Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No ý
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
INDEX TO FORM 6-K
Board of Directors
In office until the approval of the financial statements as of and for the year ending December 31, 2014.
Chairman |
Leonardo Del Vecchio | |
Deputy Chairman |
Luigi Francavilla |
|
Chief Executive Officer |
Andrea Guerra |
|
Directors |
Roger Abravanel* |
Human Resources Committee |
Claudio Costamagna (Chairman) Roger Abravanel Anna Puccio |
|
Internal Control Committee |
Mario Cattaneo (Chairman) |
Board of Statutory Auditors
In office until the approval of the financial statements as of and for the year ending December 31, 2014
Regular Auditors |
Francesco Vella (Chairman) Alberto Giussani Barbara Tadolini |
|
Alternate Auditors |
Giorgio Silva |
|
Officer Responsible for Preparing the Company's Financial Reports |
Enrico Cavatorta |
Auditing Firm
Until approval of the financial statements as of and for the year ending December 31, 2020.
PricewaterhouseCoopers SpA
Luxottica Group S.p.A.
Headquarters and registered office Via C. Cantù 2, 20123 Milan,
Italy
Capital Stock € 28,606,644.60
authorized and issued
ITEM 1. MANAGEMENT REPORT ON THE INTERIM
FINANCIAL RESULTS AS OF JUNE 30, 2013
(UNAUDITED)
The following should be read in connection with the disclosure contained in the consolidated financial statements as of December 31, 2012, which includes a discussion of risks and uncertainties that can influence the Group's operational results or financial position. During the first six months of 2013, there were no changes to the risks reported as of December 31, 2012.
1. OPERATING PERFORMANCE FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2013
The Group's solid growth continued throughout the first half of 2013 with a new record for net sales in second quarter of 2013 of Euro 2,017.6 million (+7.2 percent at current exchange rates and +9.4 percent at constant exchange rates(1)), an increase from the Euro 1,882.2 million in the same three-month period of 2012. Net sales in the first six months of 2013 were 3,881.7 million (+5.8 percent at current exchange rates and +7.6 percent at constant exchange rates(1)) an increase from the Euro 3,670.4 million in the same period of 2012.
Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA")(2) in the first six months of 2013 rose by 11.6 percent to Euro 819.1 million from Euro 733.9 in the same period of 2012. Additionally, adjusted EBITDA(2) increased by 9.6 percent to Euro 828.1 million from Euro 755.3 million in the first six months of 2012.
EBITDA(2) in the second quarter of 2013 rose by 9.9 percent to Euro 453.7 million from Euro 412.9 in the same period of 2012. Additionally, adjusted EBITDA(2) increased by 12.1 percent to Euro 462.7 million from Euro 412.9 million in the second quarter of 2012.
Operating income for the first six months of 2013 increased by 13.0 percent to Euro 636.5 million from Euro 563.2 million during the same period of the previous year. The Group's operating margin continued to grow rising from 15.3 percent in the first six months of 2012 to 16.4 percent in the current period. Additionally, adjusted operating income(3) in the first six months of 2013 increased by 10.4 percent to 645.5 million from Euro 584.7 million in the same period of 2012. Adjusted operating margin(4) in the first six months of 2013 increased to 16.6 percent from 15.9 percent in the same period of 2012.
Operating income for the second quarter of 2013 increased by 9.7 percent to Euro 361.7 million from Euro 329.7 million during the same period of the previous year. The Group's operating margin continued to grow rising from 17.5 percent in the second quarter of 2012 to 17.9 percent in the current period. Additionally, adjusted operating income(3) in the second quarter of 2013 increased by 12.4 percent to 370.7 million from Euro 329.7 million in the same period of 2012. Adjusted operating margin(4) increased to 18.4 percent, in the second quarter of 2013, from 17.5 percent in the same period of 2012.
In the first six-months of 2013 net income attributable to Luxottica Stockholders increased by 15.0 percent to Euro 371.2 million from Euro 322.7 million in the same period of 2012. Adjusted net
1
income attributable(5) to Luxottica stockholders increased by 11.7 percent to Euro 377.1 million in the first six months of 2013 from Euro 337.7 million in the same period of 2012. Earnings per share ("EPS") was Euro 0.79 and EPS expressed in USD was 1.03 (at an average rate of Euro/USD of 1.3129).
Net income attributable to Luxottica stockholders for the second quarter of 2013 increased by 9.4 percent from Euro 193.7 million in the second quarter of 2012 to Euro 212.0 million in the second quarter of 2013. Adjusted net income(5) attributable to Luxottica stockholders for the second quarter of 2013 increased by 12.5 percent to Euro 217.9 million from Euro 193.7 million for the same period of 2012. Earnings per share ("EPS") was Euro 0.45 in the second quarter of 2013 and EPS expressed in USD was 0.59 (at an average rate of Euro/USD of 1.3058).
By carefully controlling working capital, the Group generated positive free cash flow(6) in both the first six months of the year (Euro 204 million) and the second quarter (Euro 200 million). After the payment of dividends of approximately Euro 274 million, net debt as of June 30, 2013 was Euro 1,886.2 million (Euro 1,662.4 million at the end of 2012), with the ratio of net debt to adjusted EBITDA(7) of 1.3x (1.2x as of December 31, 2012).
2. SIGNIFICANT EVENTS DURING THE SIX MONTHS ENDED JUNE 30, 2013
January
On January 23, 2013, the Company closed the acquisition of Alain Mikli International, a French luxury and contemporary eyewear company. Net sales generated by Alain Mikli International in 2012 were approximately Euro 55.5 million. The purchase price paid in the first quarter of 2013, including the assumption of approximately Euro 15 million of Alain Mikli's debt, totaled Euro 91 million, excluding advance payments made in 2012 and receivables from Alain Mikli.
March
On November 27, 2012, the Company entered into an agreement with Salmoiraghi & Viganò S.p.A. and Salmoiraghi & Viganò Holding S.r.l. pursuant to which Luxottica subscribed to shares as part of a capital injection, corresponding to a 36.33% equity stake in the Italian optical retailer. The transaction is valued at Euro 45 million and was completed on March 25, 2013. As a result of this transaction, the Group became a financial partner of Salmoiraghi & Viganò S.p.A.
In March 2013, Standard & Poor's confirmed its long-term credit rating of BBB+ and revised its outlook on the Group from stable to positive.
April
On April 25, 2013, we acquired the sun business of Grupo Devlyn S.A.P.I. de C.V. through one of our wholly-owned subsidiaries. See "Note 4Business Combinations" in the accompanying Notes to the Condensed Consolidated Financial Statements for additional information on this transaction.
At the Stockholders' Meeting on April 29, 2013, Group's stockholders approved the Statutory Financial Statements as of December 31, 2012, as proposed by the Board of Directors and the distribution of a cash dividend of Euro 0.58 per ordinary share. The aggregate dividend amount of Euro 274.0 million was fully paid in May 2013.
3. FINANCIAL RESULTS
We are a global leader in the design, manufacture and distribution of fashion, luxury and sport eyewear, with net sales reaching Euro 7.1 billion in 2012, over 70,000 employees and a strong global presence. We operate in two industry segments: (i) manufacturing and wholesale distribution; and
2
(ii) retail distribution. See Note 5 to the Condensed Consolidated Financial Report as of June 30, 2013 (unaudited) for additional disclosures about our operating segments. Through our manufacturing and wholesale distribution segment, we are engaged in the design, manufacture, wholesale distribution and marketing of proprietary and designer lines of mid- to premium-priced prescription frames and sunglasses. We operate our retail distribution segment principally through our retail brands, which include, among others, LensCrafters, Sunglass Hut, OPSM, Laubman & Pank, Bright Eyes, Oakley "O" Stores and Vaults, David Clulow, GMO and our Licensed Brands (Sears Optical and Target Optical).
As a result of our numerous acquisitions and the subsequent expansion of our business activities in the United States through these acquisitions, our results of operations, which are reported in Euro, are susceptible to currency rate fluctuations between the Euro and the U.S. dollar. The Euro/U.S. dollar exchange rate has fluctuated to an average exchange rate of Euro 1.00 = U.S. $1.3129 in the first six months of 2013 from Euro 1.00 = U.S. $1.2965 in the same period of 2012. With the acquisition of OPSM, our results of operations have also been rendered susceptible to currency fluctuations between the Euro and the Australian dollar. Additionally, we incur part of our manufacturing costs in Chinese Yuan; therefore, the fluctuation of the Chinese Yuan relative to other currencies in which we receive revenues could impact the demand of our products or our consolidated profitability. Although we engage in certain foreign currency hedging activities to mitigate the impact of these fluctuations, they have impacted our reported revenues and expenses during the periods discussed herein. This discussion should be read in conjunction with the risk factor discussion in Section 8 of the Management Report included with the 2012 Consolidated Financial Statements.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012 (UNAUDITED)
|
Six months ended June 30, |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(Amounts in thousands of Euro) |
2013 |
% of net sales |
2012* |
% of net sales |
|||||||||
Net sales |
3,881,728 | 100.0 | % | 3,670,358 | 100.0 | % | |||||||
Cost of sales |
1,293,395 | 33.5 | % | 1,229,042 | 33.5 | % | |||||||
Gross profit |
2,588,333 | 66.7 | % | 2,441,316 | 66.5 | % | |||||||
Selling |
1,145,917 | 29.5 | % | 1,134,419 | 30.9 | % | |||||||
Royalties |
76,333 | 2.0 | % | 68,104 | 1.9 | % | |||||||
Advertising |
245,318 | 6.3 | % | 225,407 | 6.1 | % | |||||||
General and administrative |
484,275 | 12.5 | % | 450,140 | 12.3 | % | |||||||
Total operating expenses |
1,951,842 | 50.3 | % | 1,878,069 | 51.2 | % | |||||||
Income from operations |
636,491 | 16.4 | % | 563,247 | 15.3 | % | |||||||
Other income/(expense) |
|||||||||||||
Interest income |
5.037 | 0.1 | % | 11,895 | 0.3 | % | |||||||
Interest expense |
(52.839 | ) | (1.4 | )% | (72,988 | ) | (2.0 | )% | |||||
Othernet |
(4,107 | ) | (0.1 | )% | (489 | ) | (0.0 | )% | |||||
Income before provision for income taxes |
584,582 | 15.1 | % | 501,665 | 13.7 | % | |||||||
Provision for income taxes |
(210,499 | ) | (5.4 | )% | 175,805 | (4.8 | )% | ||||||
Net income |
374,082 | 9.6 | % | 325,860 | 8.9 | % | |||||||
Attributable to |
|||||||||||||
Luxottica Group stockholders |
371,197 | 9.6 | % | 322,692 | 8.8 | % | |||||||
non-controlling interests |
2,885 | 0.0 | % | 3,168 | 0.1 | % | |||||||
NET INCOME |
374,082 | 9.6 | % | 325,860 | 8.9 | % | |||||||
3
In the first six months of 2013, the Group incurred non-recurring expenses of Euro 9 million (Euro 5.9 million net of the tax effect) related to the reorganization of the newly acquired Alain Mikli business. In the same period of 2012, the Group recognized non-recurring expenses of Euro 21.4 million (Euro 15.0 million net of the tax effect) related to the restructuring of the Australian retail business.
Adjusted Measures(8) |
2013 |
% of net sales |
2012 |
% of net sales |
% change |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Adjusted income from Operations |
645,491 | 16.6 | % | 584,680 | 15.9 | % | 10.4 | % | ||||||||
Adjusted EBITDA |
828,059 | 21.3 | % | 755,327 | 20.6 | % | 9.6 | % | ||||||||
Adjusted Net Income attributable to Luxottica Group Stockholders |
377,101 | 9.7 | % | 337,695 | 9.2 | % | 11.7 | % | ||||||||
Net Sales. Net sales increased by Euro 211.3 million, or 5.8 percent, to Euro 3,881.7 million in the first six months of 2013 from Euro 3,670.4 million in the same period of 2012. Euro 146.0 million of such increase was attributable to the increased sales in the manufacturing and wholesale distribution segment in the first six months of 2013 as compared to the same period in 2012 and to increased sales in the retail distribution segment of Euro 65.3 million for the same period.
Net sales for the retail distribution segment increased by Euro 65.3 million, or 3.0 percent, to Euro 2,220.7 million in the first six months of 2013 from Euro 2,155.4 million in the same period in 2012. The increase in net sales for the period was partially attributable to a 4.0 percent improvement in comparable store sales(9). In particular, we saw a 3.1 percent increase in comparable store sales for the North American retail operations, and an increase for the Australian/New Zealand retail operations of 8.3 percent. The effects from currency fluctuations between the Euro (which is our reporting currency) and other currencies in which we conduct business, in particular the weakening of the U.S. dollar and Australian dollar compared to the Euro, decreased net sales in the retail distribution segment by Euro 35.7 million during the period.
Net sales to third parties in the manufacturing and wholesale distribution segment increased by Euro 146.0 million, or 9.6 percent, to Euro 1,661.0 million in the first six months of 2013 from Euro 1,515.0 million in the same period in 2012. This growth was mainly attributable to increased sales of most of our proprietary brands, in particular Ray-Ban and Oakley and of some licensed brands such as Miu Miu and Tiffany. Almost all of the primary geographic markets in which the Group operates recorded an increase in net sales. These positive effects were partially offset by negative currency fluctuations, in particular the weakening of the U.S. Dollar and other currencies including but not limited to the Australian Dollar, Japanese Yen and the Brazilian Real, despite the strengthening of the Chinese Renminbi and the Mexican Peso, the net effect of which was to decrease net sales to third parties in the manufacturing and wholesale distribution segment by Euro 30.8 million.
In the first six months of 2013, net sales in the retail distribution segment accounted for approximately 57.2 percent of total net sales, as compared to approximately 58.7 percent of total net sales for the same period in 2012.
In the first six months of 2013, net sales in our retail distribution segment in the United States and Canada comprised 78.4 percent of our total net sales in this segment as compared to 79.3 percent of our
4
total net sales in the same period of 2012. In U.S. dollars, retail net sales in the United States and Canada increased by 3.2 percent to USD 2,286.8 million in the first six months of 2013 from USD 2,214.9 million for the same period in 2012. During the first six months of 2013, net sales in the retail distribution segment in the rest of the world (excluding the United States and Canada) comprised 21.6 percent of our total net sales in the retail distribution segment and increased by 7.1 percent to Euro 478.9 million in the first six months of 2013 from Euro 446.9 million, or 20.7 percent of our total net sales in the retail distribution segment for the same period in 2012. This increase was primarily due to sales from new stores which were acquired by the Company in the third quarter of 2012 and in the first quarter of 2013.
In the first six months of 2013, net sales to third parties in our manufacturing and wholesale distribution segment in Europe increased by Euro 44.2 million to Euro 735.7 million, comprising 44.3 percent of our total net sales in this segment, compared to Euro 691.5 million, or 45.6 percent of total net sales in the segment, for the same period in 2012. Net sales to third parties in our manufacturing and wholesale distribution segment in the United States and Canada were USD 555.7 million and comprised 25.5 percent of our total net sales in this segment for the first six months of 2013, compared to USD 511.0 million, or 26.0 percent of total net sales in the segment, for the same period of 2012. The increase in net sales in the United States and Canada was primarily due to a general increase in consumer demand. In the first six months of 2013, net sales to third parties in our manufacturing and wholesale distribution segment in the rest of the world were Euro 502.1 million, comprising 30.2 percent of our total net sales in this segment, compared to Euro 429.4 million, or 28.3 percent of our net sales in this segment, in the same period of 2012. The increase of Euro 72.7 million, or 16.9 percent, in the first six months of 2013 as compared to the same period of 2012, was due to an increase in consumer demand.
Cost of Sales. Cost of sales increased by Euro 64.4 million, or 5.2 percent, to Euro 1,293.4 million in the first six months of 2013 from Euro 1,229.0 million in the same period of 2012, including the non-recurring expense of Euro 1.3 million related to the reorganization of the retail business in Australia. As a percentage of net sales, cost of sales decreased to 33.3 percent in the first six months of 2013 as compared to 33.5 percent in the same period of 2012. In the first six months of 2013, the average number of frames produced daily in our facilities increased to approximately 305,100 as compared to approximately 283,400 in the same period of 2012, which was attributable to increased production in all manufacturing facilities in response to an overall increase in demand.
Gross Profit. Our gross profit increased by Euro 147.0 million, or 6.0 percent, to Euro 2,588.3 million in the first six months of 2013 from Euro 2,441.3 million for the same period of 2012. As a percentage of net sales, gross profit increased to 66.7 percent in the first six months of 2013 as compared to 66.5 percent for the same period of 2012, due to the factors noted above.
Operating Expenses. Total operating expenses increased by Euro 73.8 million, or 3.9 percent, to Euro 1,951.8 million in the first six months of 2013 from Euro 1,878.1 million in the same period of 2012. As a percentage of net sales, operating expenses decreased to 50.3 percent in the first six months of 2013, from 51.2 percent in the same period of 2012.
Adjusted operating expenses(10) in the first six months of 2013, excluding non-recurring expenses related to the reorganization of the newly acquired Alain Mikli business amounting to approximately Euro 9.0 million, were Euro 1,942.8 million. As a percentage of net sales, adjusted operating expenses(10) equaled 50.1 percent.
Adjusted operating expenses(10) in the first six months of 2012, excluding non-recurring expenses related to the reorganization of the retail business in Australia amounting to approximately Euro 20.1 million, were Euro 1,858.0 million. As a percentage of net sales, adjusted operating expenses equaled 50.6 percent.
5
Please find the reconciliation between adjusted operating expenses and operating expenses in the following table:
(Amounts in millions of Euro) |
2013 |
2012 |
|||||
---|---|---|---|---|---|---|---|
Operating expenses |
1,951.8 | 1,878.1 | |||||
> Adjustment for Alain Mikli reorganization |
(9.0 | ) | | ||||
> Adjustment for OPSM reorganization |
| (20.1 | ) | ||||
Adjusted operating expenses |
1,942.8 | 1,858.0 | |||||
Selling and advertising expenses (including royalty expenses) increased by Euro 39.6 million, or 2.8 percent, to Euro 1,467.6 million in the first six months of 2013 from Euro 1,427.9 million in the same period of 2012. Selling expenses increased by Euro 11.5 million, or 1.0 percent. Advertising expenses increased by Euro 19.9 million, or 8.8 percent. Royalties increased by Euro 8.2 million, or 12.1 percent. As a percentage of net sales, selling and advertising expenses were 37.8 percent in the first six months of 2013 and 38.9 percent in the first six months of 2012.
Adjusted selling expenses(11) in the first six months of 2012, excluding non-recurring expenses related to the reorganization of the Retail business in Australia amounting to approximately Euro 17.1 million, totaled Euro 1,117.3 million, or 30.4%, as a percentage of net sales.
Please find the reconciliation between adjusted selling expenses and selling expenses in the following table:
(Amounts in millions of Euro) |
2013 |
2012 |
|||||
---|---|---|---|---|---|---|---|
Selling expenses |
1,145.9 | 1,134.4 | |||||
> Adjustment for OPSM reorganization |
| (17.1 | ) | ||||
Adjusted selling expenses |
1,145.9 | 1,117.3 | |||||
General and administrative expenses, including intangible asset amortization increased by Euro 34.1 million, or 7.6 percent, to Euro 484.3 million in the first six months of 2013 as compared to Euro 450.1 million in the same period of 2012.
Adjusted general and administrative expenses(12), including intangible asset amortization and excluding in the first six months of 2013 non-recurring expenses related to the reorganization of the newly acquired Alain Mikli business amounting to Euro 9.0 million, totaled Euro 475.3 million. As a percentage of net sales, adjusted general and administrative expenses(12) were 12.2 percent in the first six months of 2013.
Adjusted general and administrative expenses(12), including intangible asset amortization and excluding in the first six months of 2012 non-recurring expenses related to the reorganization of the retail business in Australia amounting to approximately Euro 3.0 million, totaled Euro 447.2 million. As a percentage of net sales, adjusted general and administrative expenses(12) were 12.2 percent in the first six months of 2012.
6
Please find the reconciliation between adjusted general and administrative expenses(11) and general and administrative expenses in the following table:
(Amounts in millions of Euro) |
2013 |
2012 |
|||||
---|---|---|---|---|---|---|---|
General and administrative expense |
484.3 | 450.1 | |||||
> Adjustment for Alain Mikli reorganization |
(9.0 | ) | | ||||
> Adjustment for OPSM reorganization |
| (3.0 | ) | ||||
Adjusted general and administrative expense |
475.3 | 447.2 | |||||
Income from Operations. For the reasons described above, income from operations increased by Euro 73.2 million, or 13.0 percent, to Euro 636.5 million in the first six months of 2013 from Euro 563.2 million in the same period of 2012. As a percentage of net sales, income from operations increased to 16.4 percent in the first six months of 2013 from 15.3 percent in the same period of 2012.
Adjusted income from operations(13), excluding in the first six months of 2013, non-recurring expenses related to the reorganization of the newly acquired Alain Mikli business for Euro 9.0 million, amounted to Euro 645.5 million. As a percentage of net sales, adjusted income from operations(13) was at 16.6 percent in the first six months of 2013.
Adjusted income from operations(13), excluding, in the first six months of 2012 non-recurring expenses related to the reorganization of the retail business in Australia for Euro 21.4 million, amounted to Euro 584.6 million. As a percentage of net sales, adjusted income from operations(13) was at 15.9 percent in the first six months of 2012.
Please find the reconciliation between adjusted income from operations(13) and income from operations in the following table:
(Amounts in millions of Euro) |
2013 |
2012 |
|||||
---|---|---|---|---|---|---|---|
Income from operations |
636.5 | 563.2 | |||||
> Adjustment for Alain Mikli reorganization |
9.0 | | |||||
> Adjustment for OPSM reorganization |
| 21.4 | |||||
Adjusted income from operations |
645.5 | 584.6 | |||||
Other Income (Expense)Net. Other income (expense)net was Euro (51.9) million in the first six months of 2013 as compared to Euro (61.6) million in the same period of 2012. Net interest expense was Euro 47.8 million in the first six months of 2013 as compared to Euro 61.1 million in the same period of 2012.
Net Income. Income before taxes increased by Euro 82.9 million, or 16.5 percent, to Euro 584.6 million in the first six months of 2013 from Euro 501.7 million in the same period of 2012, for the reasons described above. As a percentage of net sales, income before taxes increased to 15.1 percent in the first six months of 2013 from 13.7 percent in the same period of 2012. Adjusted income before taxes(14) amounted to Euro 593.6 million in the first six months of 2013 as compared to Euro 523.1 million in the same period of 2012. As a percentage of net sales, adjusted income before taxes(14) increased to 15.3 percent in the first six months of 2013 from 14.3 percent in the same period of 2012.
7
Please find the reconciliation between adjusted income before taxes(14) and income before taxes in the following table:
(Amounts in millions of Euro) |
2013 |
2012 |
|||||
---|---|---|---|---|---|---|---|
Income before provision for taxes |
584.6 | 501.7 | |||||
> Adjustment for Alain Mikli reorganization |
9.0 | | |||||
> Adjustment for OPSM reorganization |
| 21.4 | |||||
Adjusted income before provision for taxes |
593.6 | 523.1 | |||||
Net income attributable to non-controlling interests in the first six months of 2013, decreased to Euro 2.9 million from Euro 3.2 million in the first six months of 2012. The expected tax rate amounted to 36.0 percent in the first six months of 2013 as compared to 35.0 percent for the same period of 2012.
Net income attributable to Luxottica Group stockholders increased by Euro 48.5 million, or 15.0 percent, to Euro 371.2 million in the first six months of 2013 from Euro 322.7 million in the same period of 2012. Net income attributable to Luxottica Group stockholders as a percentage of net sales increased to 9.6 percent in the first six months of 2013 from 8.8 percent in the same period of 2012. Adjusted net income attributable to Luxottica Group stockholders(15) also increased to Euro 377.1 million as compared to adjusted net income attributable to Luxottica Group(15) stockholders in the first six months of 2012, amounting to Euro 337.7 million. As a percentage of net sales, adjusted net income attributable to Luxottica Group stockholders(15) increased to 9.7 percent in the first six months of 2013 from 9.2 percent in the first six months of 2012.
Please find the reconciliation between adjusted net income attributable to Luxottica Group stockholders(15) in the following table:
(Amounts in millions of Euro) |
2013 |
2012 |
|||||
---|---|---|---|---|---|---|---|
Net income attributable to Group stockholders |
371.2 | 322.7 | |||||
> Adjustment for Alain Mikli reorganization |
5.9 | | |||||
> Adjustment for OPSM reorganization |
| 15.0 | |||||
Adjusted net income attributable to Group stockholders |
377.1 | 337.7 | |||||
Basic earnings per share were Euro 0.79 and diluted earnings per share were Euro 0.78 in the first six months of 2013 as compared to Euro 0.70 and Euro 0.69, respectively in the same period of 2012.
Adjusted basic earnings per share(16) were Euro 0.80 and adjusted diluted earnings per share(16) were Euro 0.79 in the first six months of 2013.
Adjusted basic and diluted earnings per share(16) were Euro 0.73 in the first six months of 2012.
8
RESULTS OF OPERATIONS FOR THE THREE MONTHS PERIOD ENDED JUNE 30, 2013 AND 2012 (UNAUDITED)
In accordance with IFRS
|
Three months ended June 30, |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(Amounts in thousands of Euro) |
2013 |
% of net sales |
2012* |
% of net sales |
|||||||||
Net sales |
2,017,608 | 100.0 | % | 1,882,185 | 100.0 | % | |||||||
Cost of sales |
647,681 | 32.1 | % | 606,477 | 32.2 | % | |||||||
Gross profit |
1,369,927 | 67.9 | % | 1,275,707 | 67.8 | % | |||||||
Selling |
583,232 | 28.9 | % | 562,847 | 29.9 | % | |||||||
Royalties |
40,163 | 2.0 | % | 35,586 | 1.9 | % | |||||||
Advertising |
133,764 | 6.6 | % | 123,429 | 6.6 | % | |||||||
General and administrative |
251,094 | 12.4 | % | 224,195 | 11.9 | % | |||||||
Total operating expenses |
1,008,253 | 50.0 | % | 946,056 | 50.3 | % | |||||||
Income from operations |
361,674 | 17.9 | % | 329,651 | 17.5 | % | |||||||
Other income/(expense) |
|||||||||||||
Interest income |
2,490 | 0.1 | % | 6,478 | 0.3 | % | |||||||
Interest expense |
(26,284 | ) | (1.3 | )% | (36,004 | ) | (1.9 | )% | |||||
Othernet |
(4,285 | ) | (0.2 | )% | (421 | ) | 0.0 | % | |||||
Income before provision for income taxes |
333,594 | 16.5 | % | 299,704 | 15.9 | % | |||||||
Provision for income taxes |
(120,133 | ) | (6.0 | )% | (104,743 | ) | (5.6 | )% | |||||
Net income |
213,461 | 10.6 | % | 194,961 | 10.4 | % | |||||||
Attributable to |
|||||||||||||
Luxottica Group stockholders |
211,963 | 10.5 | % | 193,716 | 10.3 | % | |||||||
non-controlling interests |
1,498 | 0.1 | % | 1,245 | 0.1 | % | |||||||
NET INCOME |
213,461 | 10.6 | % | 196,961 | 10.4 | % | |||||||
In the three months ended June 30, 2013, the Group incurred non-recurring expenses of Euro 9.0 million (Euro 5.9 million net of the tax effect).
Adjusted Measures(17) |
Three months ended June 30, 2013 |
% of net sales |
Three months ended June 30, 2012 |
% of net sales |
% change |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Adjusted income from Operations |
370,674 | 18.4 | % | 329,653 | 17.5 | % | 12.4 | % | ||||||||
Adjusted EBITDA |
462,713 | 22.9 | % | 412,909 | 21.9 | % | 12.1 | % | ||||||||
Adjusted net Income attributable to Luxottica Group Stockholders |
217,867 | 10.8 | % | 193,713 | 10.3 | % | 12.5 | % | ||||||||
Net Sales. Net sales increased by Euro 135.4 million, or 7.2 percent, to Euro 2,017.6 million in the three months ended June 30, 2013 from Euro 1,882.2 million in the same period of 2012. Euro 91.8 million of such increase was attributable to the increased sales in the manufacturing and wholesale distribution
9
segment in the three months ended June 30, 2013 as compared to the same period in 2012 and to increased sales in the retail distribution segment of Euro 43.6 million for the same period.
Net sales for the retail distribution segment increased by Euro 43.6 million, or 4.0 percent, to Euro 1,137.6 million in the three months ended June 30, 2013 from Euro 1,094.0 million in the same period in 2012. The increase in net sales for the period was partially attributable to a 4.4 percent improvement in comparable store sales(18). In particular, we saw a 3.3 percent increase in comparable store sales for the North American retail operations, and an increase for the Australian/New Zealand retail operations of 6.9 percent. The effects from currency fluctuations between the Euro (which is our reporting currency) and other currencies in which we conduct business, in particular the weakening of the U.S. dollar and Australian dollar compared to the Euro, decreased net sales in the retail distribution segment by Euro 25.0 million during the period.
Net sales to third parties in the manufacturing and wholesale distribution segment increased by Euro 91.8 million, or 11.6 percent, to Euro 880.0 million in the three months ended June 30, 2013 from Euro 788.2 million in the same period in 2012. This growth was mainly attributable to increased sales of most of our proprietary brands, in particular Ray-Ban and Oakley and of some licensed brands such as Miu Miu and Tiffany. Almost all of the primary geographic markets in which the Group operates recorded an increase in net sales. These positive effects were partially offset by negative currency fluctuations, in particular the weakening of the U.S. Dollar and other currencies including but not limited to the Japanese Yen and the Australian Dollar, the effect of which was to decrease net sales to third parties in the manufacturing and wholesale distribution segment by Euro 17.4 million.
In the three months ended June 30, 2013, net sales in the retail distribution segment accounted for approximately 56.4 percent of total net sales, as compared to approximately 58.1 percent of total net sales for the same period in 2012.
In the three months ended June 30, 2013, net sales in our retail distribution segment in the United States and Canada comprised 78.7 percent of our total net sales in this segment as compared to 80.0 percent of our total net sales in the same period of 2012. In U.S. dollars, retail net sales in the United States and Canada increased by 4.2 percent to USD 1,169.9 million in the three months ended June 30, 2013 from USD 1,122.7 million for the same period in 2012. During the three months ended June 30, 2013, net sales in the retail distribution segment in the rest of the world (excluding the United States and Canada) comprised 21.3 percent of our total net sales in the retail distribution segment and increased by 10.6 percent to Euro 241.9 million in the three months ended June 30, 2013 from Euro 218.7 million, or 20.0 percent of our total net sales in the retail distribution segment for the same period in 2012.
In the three months ended June 30, 2013, net sales to third parties in our manufacturing and wholesale distribution segment in Europe increased by Euro 38.6 million to Euro 401.1 million, comprising 45.6 percent of our total net sales in this segment, compared to Euro 362.5 million of total net sales in the segment, for the same period in 2012. Net sales to third parties in our manufacturing and wholesale distribution segment in the United States and Canada were USD 285.5 million and comprised 24.8 percent of our total net sales in this segment for the three months ended June 30, 2013, compared to USD 263.8 million, or 26.1 percent of total net sales in the segment, for the same period of 2012. In the three months ended June 30, 2013, net sales to third parties in our manufacturing and wholesale distribution segment in the rest of the world increased by Euro 40.1 million, or 18.2 percent, in the three months ended June 30, 2013 as compared to the same period of 2012, to Euro 260.3 million, comprising 29.6 percent of our total net sales in this segment, compared to Euro 220.2 million, or 27.9 percent of our net sales in this segment, in the same period of 2012.
10
Cost of Sales. Cost of sales increased by Euro 41.2 million, or 6.8 percent, to Euro 647.7 million in the three months ended June 30, 2013 from Euro 606.5 million in the same period of 2012. As a percentage of net sales, cost of sales remained substantially flat to 32.1 percent in the three months ended June 30, 2013 as compared to 32.2 percent in the same period of 2012. In the three months ended June 30, 2013, the average number of frames produced daily in our facilities increased to approximately 307,100 as compared to approximately 290,800 in the same period of 2012, which was attributable to increased production in all manufacturing facilities in response to an overall increase in demand.
Gross Profit. Our gross profit increased by Euro 94.2 million, or 7.4 percent, to Euro 1,369.9 million in the three months ended June 30, 2013 from Euro 1,275.7 million for the same period of 2012. As a percentage of net sales, gross profit remained substantially flat at 67.9 percent in the three months ended June 30, 2013 as compared to 67.8 percent for the same period of 2012, due to the factors noted above.
Operating Expenses. Total operating expenses increased by Euro 62.2 million, or 6.6 percent, to Euro 1,008.3 million in the three months ended June 30, 2013 from Euro 946.1 million in the same period of 2012. As a percentage of net sales, operating expenses decreased to 50.0 percent in the three months ended June 30, 2013, from 50.3 percent in the same period of 2012.
Adjusted operating expenses(19) in the three months ended June 30, 2013, excluding non-recurring expenses related to the reorganization of the newly acquired Alain Mikli business amounting to approximately Euro 9.0 million, were Euro 999.3 million. As a percentage of net sales, adjusted operating expenses(19) equaled 49.5 percent.
Please find the reconciliation between adjusted operating expenses(19) and operating expenses in the following table:
(Amounts in millions of Euro) |
2013 |
2012 |
|||||
---|---|---|---|---|---|---|---|
Operating expenses |
1,008.3 | 946.1 | |||||
> Adjustment for Alain Mikli reorganization |
(9.0 | ) | | ||||
Adjusted operating expenses |
999.3 | 946.1 | |||||
Selling and advertising expenses (including royalty expenses) increased by Euro 35.3 million, or 4.9 percent, to Euro 757.2 million in the three months ended June 30, 2013 from Euro 721.9 million in the same period of 2012. Selling expenses increased by Euro 20.4 million, or 3.6 percent. Advertising expenses increased by Euro 10.3 million, or 8.4 percent. Royalties increased by Euro 4.6 million, or 12.9 percent. As a percentage of net sales, selling and advertising expenses were 37.5 percent in the three months ended June 30, 2013 and 38.4 percent in the same period of 2012.
General and administrative expenses, including intangible asset amortization increased by Euro 26.9 million, or 12.0 percent, to Euro 251.1 million in the three months ended June 30, 2013 as compared to Euro 224.2 million in the same period of 2012. As a percentage of net sales, general and administrative expenses were 12.4 percent in the three months ended June 30, 2013 as compared to 11.9 percent in the same period of 2012.
Adjusted general and administrative expenses(20), including intangible asset amortization and excluding, in the three months ended June 30, 2013, non-recurring expenses related to the reorganization of the newly acquired Alain Mikli business amounting to Euro 9.0 million, totaled Euro 242.1 million. As a percentage of net sales, adjusted general and administrative expenses(20) were 12.0 percent in the three months ended June 30, 2013.
11
Please find the reconciliation between adjusted general and administrative expenses(19) and general and administrative expenses in the following table:
(Amounts in millions of Euro) |
2013 |
2012 |
|||||
---|---|---|---|---|---|---|---|
General and administrative expense |
251.1 | 224.2 | |||||
> Adjustment for Alain Mikli reorganization |
(9.0 | ) | | ||||
Adjusted general and administrative expense |
242.1 | 224.2 | |||||
Income from Operations. For the reasons described above, income from operations increased by Euro 32.0 million, or 9.7 percent, to Euro 361.7 million in the three months ended June 30, 2013 from Euro 329.7 million in the same period of 2012. As a percentage of net sales, income from operations increased to 17.9 percent in the three months ended June 30, 2013 from 17.5 percent in the same period of 2012.
Adjusted income from operations(21), excluding, in the three months ended June 30, 2013, non-recurring expenses related to the reorganization of the newly acquired Alain Mikli business for Euro 9.0 million, amounted to Euro 370.7 million. As a percentage of net sales, adjusted income from operations(21) was at 18.4 percent in the three months ended June 30, 2013.
Please find the reconciliation between adjusted income from operations(21) and income from operations in the following table:
(Amounts in millions of Euro) |
2013 |
2012 |
|||||
---|---|---|---|---|---|---|---|
Income from operations |
361.7 | 329.7 | |||||
> Adjustment for Alain Mikli reorganization |
9.0 | | |||||
Adjusted income from operations |
370.7 | 329.7 | |||||
Other Income (Expense)Net. Other income (expense)net was Euro (28.1) million in the three months ended June 30, 2013 as compared to Euro (29.9) million in the same period of 2012. Net interest expense was Euro 23.8 million in the three months ended June 30, 2013 as compared to Euro 29.5 million in the same period of 2012.
Net Income. Income before taxes increased by Euro 33.9 million, or 11.3 percent, to Euro 333.6 million in the three months ended June 30, 2013 from Euro 299.7 million in the same period of 2012, for the reasons described above. As a percentage of net sales, income before taxes increased to 16.5 percent in the three months ended June 30, 2013 from 15.9 percent in the same period of 2012. Adjusted income before taxes(22) excluding, in the three months ended June 30, 2013, expenses related to the reorganization of the newly acquired Alain Mikli business for Euro 9.0 million, amounted to Euro 342.6 million in the three months ended June 30. As a percentage of net sales, adjusted income before taxes(22) was 17.0 percent in the three months ended June 30, 2013.
Please find the reconciliation between adjusted income before taxes(22) and income before taxes in the following table:
(Amounts in millions of Euro) |
2013 |
2012 |
|||||
---|---|---|---|---|---|---|---|
Income before provision for taxes |
333.6 | 299.7 | |||||
> Adjustment for Alain Mikli reorganization |
9.0 | | |||||
Adjusted income before provision for taxes |
342.6 | 299.7 | |||||
12
Net income attributable to non-controlling interests in the three months ended June 30, 2013, increased to Euro 1.5 million from Euro 1.2 million in the three months ended June 30, 2012. The expected tax rate amounted to 36.0 percent in the three months ended June 30, 2013 as compared to 34.9 percent for the same period of 2012.
Net income attributable to Luxottica Group stockholders increased by Euro 18.3 million, or 9.4 percent, to Euro 212.0 million in the three months ended June 30, 2013 from Euro 193.7 million in the same period of 2012. Net income attributable to Luxottica Group stockholders as a percentage of net sales increased to 10.5 percent in the three months ended June 30, 2013 from 10.3 percent in the same period of 2012. Adjusted net income attributable to Luxottica Group stockholders(23) excluding non-recurring expenses related to the reorganization of the newly acquired Alain Mikli business for Euro 5.9 million, increased to Euro 217.9. As a percentage of net sales, adjusted net income attributable to Luxottica Group stockholders(23) equaled 10.8 percent in the three months ended June 30, 2013.
Please find the reconciliation between adjusted net income attributable to Luxottica Group stockholders(23) in the following table:
(Amounts in millions of Euro) |
2013 |
2012 |
|||||
---|---|---|---|---|---|---|---|
Net income attributable to Group stockholders |
212.0 | 193.7 | |||||
> Adjustment for Alain Mikli reorganization |
5.9 | | |||||
Adjusted net income attributable to Group stockholders |
217.9 | 193.7 | |||||
Basic earnings per share were Euro 0.45 and diluted earnings per share were Euro 0.44 in the three months ended June 30, 2013. In the same period of 2012 basic and diluted earnings per share were Euro 0.42.
Adjusted basic and diluted earnings per share(24) in the three months ended June 30, 2013 were Euro 0.46.
OUR CASH FLOWS
The following table sets forth for the periods indicated certain items included in our statements of consolidated cash flows included in Item 2 of this report.
|
|
As of June 30, 2013 |
As of June 30, 2012 |
||||||
---|---|---|---|---|---|---|---|---|---|
(Amounts in thousands of Euro) |
(unaudited) |
||||||||
A) |
Cash and cash equivalents at the beginning of the period |
790,093 | 905,100 | ||||||
B) |
Net cash provided by operating activities |
306,078 | 372,233 | ||||||
C) |
Cash used in investing activities |
(272,552 | ) | (210,479 | ) | ||||
D) |
Cash (used in)/provided by financing activities |
(439,268 | ) | 57,450 | |||||
E) |
Effect of exchange rate changes on cash and cash equivalents |
(10,971 | ) | 13,205 | |||||
F) |
Net change in cash and cash equivalents |
(416,715 | ) | 232,409 | |||||
G) |
Cash and cash equivalents at the end of the period |
373,378 | 1,137,510 | ||||||
Operating activities. Cash provided by operating activities was Euro 306.1 million and Euro 372.2 million for the first six months of 2013 and 2012, respectively.
Depreciation and amortization were Euro 182.6 million in the first six months of 2013 as compared to Euro 170.6 million in the same period of 2012.
13
Cash used in accounts receivable was Euro 269.1 million in the first six months of 2013, compared to Euro 229.2 million in the same period of 2012. This change was primarily due to an increase in sales volume in the first half of 2013 as compared to the same period of 2012. Cash used in inventory was Euro 6.9 million in the first six months of 2013 as compared to Euro 30.5 million in the same period of 2012. The change in inventory in the first six months of 2012 was mainly due to new acquisitions starting in the second half of 2011 and that accounted for an increase in inventory of approximately Euro 20.8 million. Cash used in accounts payable was Euro 4.4 million in the first six months of 2013 compared to Euro 0.5 million in the same period of 2012. Cash used in other assets and liabilities, risk funds and employee benefits was Euro 35.5 million and 6.7 million in the first six months of 2013 and 2012, respectively. This change is mainly due to advance payments made to certain designers for future contracted minimum royalties in the first quarter of 2013. Income taxes paid were Euro 167.2 million in the first six months of 2013 as compared to Euro 108.2 million in the same period of 2012. This change was mainly due to the timing of tax payments made by the Group in the different jurisdictions. Interest paid was Euro 50.9 million and Euro 57.3 million in the first six months of 2013 and 2012, respectively.
Investing activities. Our cash used in investing activities was Euro 272.6 million for the first six months of 2013 as compared to Euro 210.5 million for the same period in 2012. The cash used in investing activities in the first six months of 2013 primarily consisted of (i) Euro 102.2 million in capital expenditures, (ii) Euro 54.0 million for the acquisition of intangible assets related to the creation of a new IT platform, (iii) Euro 71.3 million (net of cash acquired), mainly related to the acquisition of Alain Mikli International, (iv) Euro 45.0 million for the acquisition of 36.33% of the share capital of Salmoiraghi & Vigano. Cash used in investing activities in the first six months of 2012 primarily consisted of (i) Euro 91.4 million in capital expenditures, (ii) Euro 63.1 million for the acquisition of intangible assets, (iii) Euro 56.1 million, mainly related to the acquisition of Tecnol.
Financing activities. Our cash provided by/(used) in financing activities for the first three months of 2013 and 2012 was Euro (439.3) million and Euro 57.5 million, respectively. Cash provided by/(used in) financing activities for the first three months of 2013 consisted primarily of (i) Euro (216.5) million used to repay short and long-term debt expiring during the first six months of 2013, (ii) Euro (276.7) used to pay dividends and (iii) Euro 61.8 million related to the exercise of stock options. Cash provided by/(used in) financing activities for the first three months of 2012 consisted primarily of (i) Euro 508.4 million related to the issuance of a new bond, (ii) Euro (176.7) million in cash used to repay short and long-term debt expiring during the first three months of 2012, and (iii) Euro (229.7) million to pay dividends.
14
OUR CONSOLIDATED STATEMENT OF FINANCIAL POSITION
ASSETS (Amounts in thousands of Euro) |
June 30, 2013 (unaudited) |
December 31, 2012 (audited) |
|||||
---|---|---|---|---|---|---|---|
CURRENT ASSETS: |
|||||||
Cash and cash equivalents |
373,378 | 790,093 | |||||
Accounts receivablenet |
962,703 | 698,755 | |||||
Inventoriesnet |
745,950 | 728,767 | |||||
Other assets |
238,238 | 209,250 | |||||
Total current assets |
2,320,269 | 2,426,866 | |||||
NON-CURRENT ASSETS: |
|||||||
Property, plant and equipmentnet |
1,176,559 | 1,192,394 | |||||
Goodwill |
3,187,390 | 3,148,770 | |||||
Intangible assetsnet |
1,361,095 | 1,345,688 | |||||
Investments |
55,982 | 11,745 | |||||
Other assets |
154,566 | 147,036 | |||||
Deferred tax assets |
176,014 | 169,662 | |||||
Total non-current assets |
6,111,605 | 6,015,294 | |||||
TOTAL ASSETS |
8,431,874 | 8,442,160 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY |
June 30, 2013 (unaudited) |
December 31, 2012 (audited) |
|||||
---|---|---|---|---|---|---|---|
CURRENT LIABILITIES: |
|||||||
Short term borrowings |
82,689 | 90,284 | |||||
Current portion of long-term debt |
115,030 | 310,072 | |||||
Accounts payable |
685,164 | 682,588 | |||||
Income taxes payable |
93,268 | 66,350 | |||||
Short term provisions for risks and other charges |
88,965 | 66,032 | |||||
Other liabilities |
594,217 | 589,658 | |||||
Total current liabilities |
1,659,332 | 1,804,984 | |||||
NON-CURRENT LIABILITIES: |
|||||||
Long-term debt |
2,061,879 | 2,052,107 | |||||
Employee benefits |
118,851 | 191,710 | |||||
Deferred tax liabilities |
257,846 | 227,806 | |||||
Long term provisions for risks and other charges |
116,066 | 119,612 | |||||
Other liabilities |
60,200 | 52,702 | |||||
Total non-current liabilities |
2,614,842 | 2,643,936 | |||||
STOCKHOLDERS' EQUITY: |
|||||||
Luxottica Group stockholders' equity |
4,146,279 | 3,981,372 | |||||
Non-controlling interests |
11,422 | 11,868 | |||||
Total stockholders' equity |
4,157,701 | 3,933,240 | |||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
8,431,874 | 8,442,160 | |||||
As of June 30, 2013, total assets decreased by Euro 10.3 million to Euro 8,431.9 million, compared to Euro 8,442.2 million as of December 31, 2012.
15
In the first six months of 2013, non-current assets increased by Euro 96.3 million, due to increases in intangible assets (including goodwill) of Euro 54.0 million, investments of Euro 44.2 million, other assets of Euro 7.5 million, deferred tax assets of Euro 6.4 million and partially offset by decreases in property, plant and equipment of Euro 15.8 million.
The increase in intangible assets was due to capitalized software and other intangible asset additions of Euro 54.0 million and Euro 96.4 million related to the acquisitions that occurred in the first six months of 2013 and were partially offset by the amortization for the period of Euro 76.4 million and by the negative effects of foreign currency fluctuations from December 2012 to June 2013 of Euro 30.5 million.
The increase in investment is due to the acquisition on March 25, 2013 of 36.33% of the share capital of Salmoiraghi and Viganò for Euro 45.0 million.
The decrease in property, plant and equipment was due to the addition of Euro 102.3 million and Euro 4.5 million related to acquisitions made in the first six months of 2013 which were more than offset by depreciation and the disposals for the period of Euro 106.1 million and Euro 7.8 million, respectively, and by negative currency fluctuation effects of Euro 5.7 million,
As of June 30, 2013 as compared to December 31, 2012:
Our net financial position as of June 30, 2013 and December 31, 2012 was as follows:
(Amounts in thousands of Euro) |
June 30, 2013 (unaudited) |
December 31, 2012 (audited) |
|||||
---|---|---|---|---|---|---|---|
Cash and cash equivalents |
373,378 | 790,093 | |||||
Bank overdrafts |
(82,689 | ) | (90,284 | ) | |||
Current portion of long-term debt |
(115,030 | ) | (310,072 | ) | |||
Long-term debt |
(2,061,879 | ) | (2,052,107 | ) | |||
Total |
(1,886,218 | ) | (1,662,369 | ) | |||
Bank overdrafts consist of the utilized portion of short-term uncommitted revolving credit lines borrowed by various subsidiaries of the Group.
16
As of June 30, 2013, Luxottica together with our wholly-owned Italian subsidiaries, had credit lines aggregating Euro 350.8 million. The interest rate is a floating rate of EURIBOR plus a margin on average of approximately 1.00 percent. At June 30, 2013, Euro 36.9 million was utilized under these credit lines.
As of June 30, 2013, our wholly-owned subsidiary Luxottica U.S. Holdings Corp. maintained unsecured lines of credit with an aggregate maximum availability of Euro 99.4 million (USD 130.0 million converted at applicable exchange rate for the six-month period ended June 30, 2013). The interest is at a floating rate of approximately LIBOR plus 50 basis points. At June 30, 2013, Euro 6.0 million was utilized under these credit lines.
4. RELATED PARTY TRANSACTIONS
Our related party transactions are neither atypical nor unusual and occur in the ordinary course of our business. Management believes that these transactions are fair to the Company. For further details regarding related party transactions, please refer to Note 29 to the Condensed Consolidated Financial Statements as of June 30, 2013 (unaudited).
5. SUBSEQUENT EVENTS
For further details regarding subsequent events, please refer to Note 36 to the Condensed Consolidated Financial Statements as of June 30, 2013 (unaudited).
6. 2013 OUTLOOK
The financial results reported for the first six months of 2013 lead management to an optimistic outlook for the full fiscal year primarily driven by the strong performance of the Group's brand portfolio.
7. OTHER INFORMATION
On January 29, 2012 the Company elected to avail itself of the options provided by Article 70, Section 8, and Article 71, Section 1-bis, of CONSOB Issuers' Regulations and, consequently, will no longer comply with the obligation to make available to the public an information memorandum in connection with transactions involving significant mergers, spin-offs, increases in capital through contributions in kind, acquisitions and disposals.
NON-IFRS MEASURES
Adjusted measures
We use in this Management Report certain performance measures that are not in accordance with IFRS. Such non-IFRS measures are not meant to be considered in isolation or as a substitute for items appearing on our financial statements prepared in accordance with IFRS. Rather, these non-IFRS measures should be used as a supplement to IFRS results to assist the reader in better understanding our operational performance.
Such measures are not defined terms under IFRS and their definitions should be carefully reviewed and understood by investors. Such non-IFRS measures are explained in detail and reconciled to their most comparable IFRS measures below.
In order to provide a supplemental comparison of current period results of operations to prior periods, we have adjusted for certain non-recurring transactions or events.
We have made such adjustments to the following measures: operating income and operating margin, EBITDA, EBITDA margin, net income and earnings per share by excluding in the three-month and six-month periods ended June 30, 2013 non-recurring costs related to the reorganization of the newly acquired Alain Mikli business of Euro 9.0 million (Euro 5.9 million net of tax) and in the first six months of
17
2012 non-recurring costs related to the reorganization of the retail business in Australia of Euro 21.4 million (Euro 15.0 million net of taxes). We have also made adjustments to selling expenses and general and administrative expenses for these items in Item 3 of the Management Report for the six month period ended June 30, 2013. No adjustments were made to the above measures in first quarter of 2013.
The Group believes that these adjusted measures are useful to both management and investors in evaluating the Group's operating performance compared with that of other companies in its industry because they exclude the impact of non-recurring items that are not relevant to the Group's operating performance.
The adjusted measures referenced above are not measures of performance in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS). We include these adjusted comparisons in this presentation in order to provide a supplemental view of operations that excludes items that are unusual, infrequent or unrelated to our ongoing core operations.
See the tables below for a reconciliation of the adjusted measures discussed above to their most directly comparable IFRS financial measures or, in the case of adjusted EBITDA, to EBITDA, which is also a non-IFRS measure. For a reconciliation of EBITDA to its most directly comparable IFRS measure, see the pages following the tables below:
Non-IAS/IFRS Measure: Reconciliation between reported and adjusted P&L items
|
6M13 | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Luxottica Group Millions of Euro |
Net sales |
EBITDA |
EBITDA Margin |
Operating Income |
Operating Margin |
Income before provision for income taxes |
Net Income |
Base EPS |
Diluted EPS |
|||||||||||||||||||
Reported |
3,881.7 | 819.1 | 21.1 | % | 636.5 | 16.4 | % | 584.6 | 371.2 | 0.79 | 0.78 | |||||||||||||||||
> Adjustment for Mikli restructuring |
9.0 | 0.2 | % | 9.0 | 0.2 | % | 9.0 | 5.9 | 0.01 | 0.01 | ||||||||||||||||||
Adjusted |
3,881.7 | 828.1 | 21.3 | % | 645.5 | 16.6 | % | 593.6 | 377.1 | 0.80 | 0.79 | |||||||||||||||||
|
6M12 | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Net sales |
EBITDA |
EBITDA Margin |
Operating Income |
Operating Margin |
Income before provision for income taxes |
Net Income |
Base EPS |
Diluted EPS |
|||||||||||||||||||
Reported |
3,670.4 | 733.9 | 20.0 | % | 563.2 | 15.3 | % | 501.7 | 322.7 | 0.70 | 0.70 | |||||||||||||||||
> Adjustment for OPSM reorganization |
21.4 | 0.6 | % | 21.4 | 0.6 | % | 21.4 | 15.0 | 0.03 | 0.03 | ||||||||||||||||||
Adjusted |
3,670.4 | 755.3 | 20.6 | % | 584.7 | 15.9 | % | 523.1 | 337.7 | 0.73 | 0.73 | |||||||||||||||||
18
Non-IAS/IFRS Measure: Reconciliation between reported and adjusted P&L items
|
2Q13 | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Luxottica Group Millions of Euro |
Net sales |
EBITDA |
EBITDA Margin |
Operating Income |
Operating Margin |
Income before provision for income taxes |
Net Income |
Base EPS |
Diluted EPS |
|||||||||||||||||||
Reported |
2,017.6 | 453.7 | 22.5 | % | 361.7 | 17.9 | % | 333.6 | 212.0 | 0.45 | 0.44 | |||||||||||||||||
> Adjustment for OPSM reorganization |
9.0 | 0.4 | % | 9.0 | 0.4 | % | 9.0 | 5.9 | 0.01 | 0.01 | ||||||||||||||||||
Adjusted |
2,017.6 | 462.7 | 22.9 | % | 370.7 | 18.4 | % | 342.6 | 217.9 | 0.46 | 0.45 | |||||||||||||||||
|
2Q12 | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Net sales |
EBITDA |
EBITDA Margin |
Operating Income |
Operating Margin |
Income before provision for income taxes |
Net Income |
Base EPS |
Diluted EPS |
|||||||||||||||||||
Reported |
1,882.2 | 412.9 | 21.9 | % | 329.7 | 17.5 | % | 299.7 | 193.7 | 0.42 | 0.42 | |||||||||||||||||
> Adjustment for OPSM reorganization |
||||||||||||||||||||||||||||
Adjusted |
1,882.2 | 412.9 | 21.9 | % | 329.7 | 17.5 | % | 299.7 | 193.7 | 0.42 | 0.42 | |||||||||||||||||
EBITDA and EBITDA margin
EBITDA represents net income attributable to Luxottica Group stockholders, before non-controlling interest, provision for income taxes, other income/expense, depreciation and amortization. EBITDA margin means EBITDA divided by net sales. We believe that EBITDA is useful to both management and investors in evaluating our operating performance compared with that of other companies in our industry. Our calculation of EBITDA allows us to compare our operating results with those of other companies without giving effect to financing, income taxes and the accounting effects of capital spending, which items may vary for different companies for reasons unrelated to the overall operating performance of a company's business.
EBITDA and EBITDA margin are not measures of performance under IFRS. We include them in this Management Report in order to:
EBITDA and EBITDA margin are not meant to be considered in isolation or as a substitute for items appearing on our financial statements prepared in accordance with IFRS. Rather, these non-IFRS measures should be used as a supplement to IFRS results to assist the reader in better understanding the operational performance of the Group.
The Group cautions that these measures are not defined terms under IFRS and their definitions should be carefully reviewed and understood by investors.
19
Investors should be aware that our method of calculating EBITDA may differ from methods used by other companies. We recognize that the usefulness of EBITDA has certain limitations, including:
We compensate for the foregoing limitations by using EBITDA as a comparative tool, together with IFRS measurements, to assist in the evaluation of our operating performance and leverage. The following table provides a reconciliation of EBITDA to net income, which is the most directly comparable IFRS financial measure, as well as the calculation of EBITDA margin on net sales:
Non-IAS/IFRS Measure: EBITDA and EBITDA margin
Millions of Euro |
2Q 2012 |
2Q 2013 |
6M 2012 |
6M 2013 |
FY 2012 |
LTM June 30, 2013 |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net income/(loss) |
193.7 | 212.0 | 322.7 | 371.2 | 534.4 | 582.9 | |||||||||||||
(+) |
|||||||||||||||||||
Net income attributable to non-controlling interest |
1.2 |
1.5 |
3.2 |
2.9 |
4.2 |
3.9 |
|||||||||||||
(+) |
|||||||||||||||||||
Provision for income taxes |
104.7 |
120.1 |
175.8 |
210.5 |
305.9 |
340.6 |
|||||||||||||
(+) |
|||||||||||||||||||
Other (income)/expense |
29.9 |
28.1 |
61.6 |
51.9 |
125.7 |
116.0 |
|||||||||||||
(+) |
|||||||||||||||||||
Depreciation and amortization |
83.3 |
92.0 |
170.6 |
182.6 |
358.3 |
370.2 |
|||||||||||||
(+) |
|||||||||||||||||||
EBITDA |
412.9 |
453.7 |
733.9 |
819.1 |
1,328.4 |
1,413.6 |
|||||||||||||
(=) |
|||||||||||||||||||
Net sales |
1,882.2 |
2,017.6 |
3,670.4 |
3,881.7 |
7,086.1 |
7,297.4 |
|||||||||||||
(/) |
|||||||||||||||||||
EBITDA margin |
21.9 |
% |
22.5 |
% |
20.0 |
% |
21.1 |
% |
18.7 |
% |
19.4 |
% |
|||||||
(=) |
|||||||||||||||||||
20
Non-IAS/IFRS Measure: Adjusted EBITDA and Adjusted EBITDA margin
Millions of Euro |
2Q 2012 |
2Q 2013(1) |
6M 2012(2) |
6M 2013(1) |
FY 2012(3) |
LTM June 30, 2013(1)(2)(3) |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Adjusted net income/(loss) |
193.7 | 217.9 | 337.7 | 377.1 | 559.6 | 599.0 | |||||||||||||
(+) |
|||||||||||||||||||
Net income attributable to non-controlling interest |
1.2 |
1.5 |
3.2 |
2.9 |
4.2 |
3.9 |
|||||||||||||
(+) |
|||||||||||||||||||
Adjusted provision for income taxes |
104.7 |
123.2 |
182.2 |
213.6 |
302.4 |
333.8 |
|||||||||||||
(+) |
|||||||||||||||||||
Other (income)/expense |
29.9 |
28.1 |
61.6 |
51.9 |
125.7 |
116.0 |
|||||||||||||
(+) |
|||||||||||||||||||
Adjusted depreciation and amortization |
83.3 |
92.0 |
170.6 |
182.6 |
358.3 |
370.2 |
|||||||||||||
(+) |
|||||||||||||||||||
Adjusted EBITDA |
412.9 |
462.7 |
755.3 |
828.1 |
1,350.1 |
1,422.9 |
|||||||||||||
(=) |
|||||||||||||||||||
Net sales |
1,882.2 |
2,017.6 |
3,670.4 |
3,881.7 |
7,086.1 |
7,297.4 |
|||||||||||||
(/) |
|||||||||||||||||||
Adjusted EBITDA margin |
21.9 |
% |
22.9 |
% |
20.6 |
% |
21.3 |
% |
19.1 |
% |
19.5 |
% |
|||||||
(=) |
|||||||||||||||||||
The adjusted figures exclude the following:
(b) non-recurring accrual for the tax audit relating to Luxottica S.r.l. (fiscal year 2007) of approximately Euro 10 million.
Free Cash Flow
Free cash flow represents net income before non controlling interests, taxes, other income/expense, depreciation and amortization (i.e., EBITDA) plus or minus the decrease/(increase) in working capital over the period, less capital expenditures, plus or minus interest income/(expense) and extraordinary items, minus taxes paid. We believe that free cash flow is useful to both management and investors in evaluating our operating performance compared with other companies in our industry. In particular, our calculation of free cash flow provides a clearer picture of our ability to generate net cash from operations, which is used for mandatory debt service requirements, to fund discretionary investments, pay dividends or pursue other strategic opportunities.
Free cash flow is not a measure of performance under IFRS. We include it in this Management Report in order to:
21
Free cash flow is not meant to be considered in isolation or as a substitute for items appearing on our financial statements prepared in accordance with IFRS. Rather, this non-IFRS measure should be used as a supplement to IFRS results to assist the reader in better understanding the operational performance of the Group.
The Group cautions that this measure is not a defined term under IFRS and its definition should be carefully reviewed and understood by investors.
Investors should be aware that our method of calculation of free cash flow may differ from methods used by other companies. We recognize that the usefulness of free cash flow as an evaluative tool may have certain limitations, including:
We compensate for the foregoing limitations by using free cash flow as one of several comparative tools, together with IFRS measurements, to assist in the evaluation of our operating performance.
The following table provides a reconciliation of free cash flow to EBITDA and the table above provides a reconciliation of EBITDA to net income, which is the most directly comparable IFRS financial measure:
Non-IFRS Measure: Free cash flow
(Amounts in millions of Euro) |
6M 2013 |
|||
---|---|---|---|---|
EBITDA(1) |
819 | |||
D working capital |
(243 | ) | ||
Capex |
(154 | ) | ||
Operating cash flow |
422 | |||
Financial charges(2) |
(48 | ) | ||
Taxes |
(167 | ) | ||
Othernet(3) |
(3 | ) | ||
Free cash flow |
204 | |||
(Amounts in millions of Euro) |
2Q 2013 |
|||
---|---|---|---|---|
EBITDA(1) |
454 | |||
D working capital |
12 | |||
Capex |
(85 | ) | ||
Operating cash flow |
381 | |||
Financial charges(2) |
(24 | ) | ||
Taxes |
(153 | ) | ||
Othernet(3) |
(4 | ) | ||
Free cash flow |
200 | |||
22
Net debt to EBITDA ratio
Net debt represents the sum of bank overdrafts, the current portion of long-term debt and long-term debt, less cash. EBITDA represents net income before non-controlling interest, taxes, other income/expense, depreciation and amortization. The Group believes that EBITDA is useful to both management and investors in evaluating the Group's operating performance compared with that of other companies in its industry. Our calculation of EBITDA allows us to compare our operating results with those of other companies without giving effect to financing, income taxes and the accounting effects of capital spending, which items may vary for different companies for reasons unrelated to the overall operating performance of a company's business. The ratio of net debt to EBITDA is a measure used by management to assess the Group's level of leverage, which affects our ability to refinance our debt as it matures and incur additional indebtedness to invest in new business opportunities. The ratio also allows management to assess the cost of existing debt since it affects the interest rates charged by the Company's lenders.
EBITDA and the ratio of net debt to EBITDA are not measures of performance under International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS).
We include them in this Management Report in order to:
EBITDA and the ratio of net debt to EBITDA are not meant to be considered in isolation or as a substitute for items appearing on our financial statements prepared in accordance with IFRS. Rather, these non-IFRS measures should be used as a supplement to IFRS results to assist the reader in better understanding the operational performance of the Group.
The Group cautions that these measures are not defined terms under IFRS and their definitions should be carefully reviewed and understood by investors.
Investors should be aware that Luxottica Group's method of calculating EBITDA and the ratio of net debt to EBITDA may differ from methods used by other companies.
The Group recognizes that the usefulness of EBITDA and the ratio of net debt to EBITDA as evaluative tools may have certain limitations, including:
23
Because we may not be able to use our cash to reduce our debt on a dollar-for-dollar basis, this measure may have material limitations. We compensate for the foregoing limitations by using EBITDA and the ratio of net debt to EBITDA as two of several comparative tools, together with IFRS measurements, to assist in the evaluation of our operating performance and leverage.
See the table below for a reconciliation of net debt to long-term debt, which is the most directly comparable IFRS financial measure, as well as the calculation of the ratio of net debt to EBITDA. For a reconciliation of EBITDA to its most directly comparable IFRS measure, see the table on the earlier page.
Non-IFRS Measure: Net debt and Net debt/EBITDA
(Amounts in millions of Euro) |
6M 2013 |
FY 2012 |
|||||
---|---|---|---|---|---|---|---|
Long-term debt |
2,061.9 | 2,052.1 | |||||
(+) |
|||||||
Current portion of long-term debt |
115.0 |
310.1 |
|||||
(+) |
|||||||
Bank overdrafts |
82.7 |
90.3 |
|||||
(+) |
|||||||
Cash |
(373.4 |
) |
(790.1 |
) |
|||
(-) |
|||||||
Net debt |
1,886.2 |
1,662.4 |
|||||
(=) |
|||||||
EBITDA |
1,413.6 |
1,328.4 |
|||||
Net debt/EBITDA |
1.3 |
x |
1.3 |
x |
|||
Net debt @ avg. exchange rates(1) |
1,894.1 |
1,679.0 |
|||||
Net debt @ avg. exchange rates(1)/EBITDA |
1.3 |
x |
1.3 |
x |
|||
Non-IFRS Measure: Net debt and Net debt/Adjusted EBITDA
(Amounts in millions of Euro) |
6M 2013(2) |
FY 2012(3) |
|||||
---|---|---|---|---|---|---|---|
Long-term debt |
2,061.9 | 2,052.1 | |||||
(+) |
|||||||
Current portion of long-term debt |
115.0 |
310.1 |
|||||
(+) |
|||||||
Bank overdrafts |
82.7 |
90.3 |
|||||
(+) |
|||||||
Cash |
(373.4 |
) |
(790.1 |
) |
|||
(-) |
|||||||
Net debt |
1,886.2 |
1,662.4 |
|||||
(=) |
|||||||
LTM Adjusted EBITDA |
1,422.9 |
1,350.1 |
|||||
Net debt/LTM Adjusted EBITDA |
1.3 |
x |
1.2 |
x |
|||
Net debt @ avg. exchange rates(1) |
1,894.1 |
1,679.0 |
|||||
Net debt @ avg. exchange rates(1)/LTM EBITDA |
1.3 |
x |
1.2 |
x |
|||
24
FORWARD-LOOKING INFORMATION
Throughout this report, management has made certain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 which are considered prospective. These statements are made based on management's current expectations and beliefs and are identified by the use of forward-looking words and phrases such as "plans," "estimates," "believes" or "belief," "expects" or other similar words or phrases.
Such statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those which are anticipated. Such risks and uncertainties include, but are not limited to, our ability to manage the effect of the uncertain current global economic conditions on our business, our ability to successfully acquire new businesses and integrate their operations, our ability to predict future economic conditions and changes in consumer preferences, our ability to successfully introduce and market new products, our ability to maintain an efficient distribution network, our ability to achieve and manage growth, our ability to negotiate and maintain favorable license arrangements, the availability of correction alternatives to prescription eyeglasses, fluctuations in exchange rates, changes in local conditions, our ability to protect our proprietary rights, our ability to maintain our relationships with host stores, any failure of our information technology, inventory and other asset risk, credit risk on our accounts, insurance risks, changes in tax laws, as well as other political, economic, legal and technological factors and other risks and uncertainties described in our filings with the U.S. Securities and Exchange Commission. These forward- looking statements are made as of the date hereof, and we do not assume any obligation to update them.
25
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Amounts in thousands of Euro) |
Note reference |
June 30, 2013 (unaudited) |
Of which related parties (note 29) |
December 31, 2012 (audited and restated (*)) |
Of which related parties (note 29) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
ASSETS |
||||||||||||||||
CURRENT ASSETS: |
||||||||||||||||
Cash and cash equivalents |
6 | 373,378 | | 790,093 | | |||||||||||
Accounts receivable |
7 | 962,703 | 10,378 | 698,755 | 1,248 | |||||||||||
Inventories |
8 | 745,950 | | 728,767 | | |||||||||||
Other assets |
9 | 238,238 | 10 | 209,250 | 13 | |||||||||||
Total current assets |
2,320,269 | 10,388 | 2,426,866 | 1,261 | ||||||||||||
NON-CURRENT ASSETS: |
||||||||||||||||
Property, plant and equipment |
10 | 1,176,559 | | 1,192,394 | | |||||||||||
Goodwill |
11 | 3,187,390 | | 3,148,770 | | |||||||||||
Intangible assets |
11 | 1,361,095 | | 1,345,688 | | |||||||||||
Investments |
12 | 55,982 | 48,164 | 11,745 | 4,265 | |||||||||||
Other assets |
13 | 154,566 | 1,482 | 147,036 | 2,832 | |||||||||||
Deferred tax assets |
14 | 176,014 | | 169,662 | | |||||||||||
Total non-current assets |
6,111,605 | 49,646 | 6,015,294 | 7,097 | ||||||||||||
TOTAL ASSETS |
8,431,874 | 60,034 | 8,442,160 | 8,358 | ||||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||||||||||||
CURRENT LIABILITIES: |
||||||||||||||||
Short-term borrowings |
15 | 82,689 | | 90,284 | | |||||||||||
Current portion of long-term debt |
16 | 115,030 | | 310,072 | | |||||||||||
Accounts payable |
17 | 685,164 | 6,552 | 682,588 | 9,126 | |||||||||||
Income taxes payable |
18 | 93,268 | | 66,350 | | |||||||||||
Short term provisions for risks and other charges |
19 | 88,965 | | 66,032 | | |||||||||||
Other liabilities |
20 | 594,217 | 39 | 589,658 | 72 | |||||||||||
Total current liabilities |
1,659,332 | 6,591 | 1,804,984 | 9,198 | ||||||||||||
NON-CURRENT LIABILITIES: |
||||||||||||||||
Long-term debt |
21 | 2,061,879 | | 2,052,107 | | |||||||||||
Employee benefits |
22 | 118,851 | | 191,710 | | |||||||||||
Deferred tax liabilities |
14 | 257,846 | | 227,806 | | |||||||||||
Long term provisions for risks and other charges |
23 | 116,066 | | 119,612 | | |||||||||||
Other liabilities |
24 | 60,200 | | 52,702 | | |||||||||||
Total non-current liabilities |
2,614,842 | | 2,643,936 | | ||||||||||||
STOCKHOLDERS' EQUITY: |
||||||||||||||||
Capital stock |
25 | 28,606 | | 28,394 | | |||||||||||
Legal reserve |
25 | 5,711 | | 5,623 | | |||||||||||
Reserves |
25 | 3,823,826 | | 3,504,908 | | |||||||||||
Treasury shares |
25 | (83,060 | ) | | (91,929 | ) | | |||||||||
Net income |
25 | 371,197 | | 534,376 | | |||||||||||
Luxottica Group stockholders' equity |
25 | 4,146,279 | | 3,981,372 | | |||||||||||
Non-controlling interests |
26 | 11,422 | | 11,868 | | |||||||||||
Total stockholders' equity |
4,157,701 | | 3,993,240 | | ||||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
8,431,874 | 6,591 | 8,442,160 | 9,198 | ||||||||||||
26
CONSOLIDATED STATEMENT OF INCOME
(Amounts in thousands of Euro)(1) |
Note reference |
Six Months ended June 30, 2013 (unaudited) |
Of which related parties (note 29) |
Six Months ended June 30, 2012 (unaudited and restated(*)) |
Of which related parties (note 29) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net sales |
27 | 3,881,728 | 7,729 | 3,670,358 | 855 | |||||||||||
Cost of sales |
27 | 1,293,395 | 24,542 | 1,229,042 | 23,785 | |||||||||||
of which nonrecurring |
33 | | | 1,344 | | |||||||||||
Gross profit |
2,588,333 | (16,812 | ) | 2,441,316 | (22,930 | ) | ||||||||||
Selling |
27 | 1,145,917 | 3 | 1,134,419 | | |||||||||||
of which nonrecurring |
33 | | | 17,100 | | |||||||||||
Royalties |
27 | 76,333 | 435 | 68,104 | 683 | |||||||||||
Advertising |
27 | 245,318 | 151 | 225,407 | 44 | |||||||||||
General and administrative |
27 | 484,275 | 87 | 450,140 | 34 | |||||||||||
of which nonrecurring |
33 | 9,000 | | 2,988 | | |||||||||||
Total operating expenses |
1,951,842 | 677 | 1,878,069 | 761 | ||||||||||||
Income from operations |
636,491 | (17,489 | ) | 563,247 | (23,691 | ) | ||||||||||
Other income/(expense) |
||||||||||||||||
Interest income |
27 | 5,037 | | 11,895 | | |||||||||||
Interest expense |
27 | (52,839 | ) | | (72,988 | ) | | |||||||||
Othernet |
27 | (4,107 | ) | 2 | (489 | ) | | |||||||||
Income before provision for income taxes |
584,582 | (17,487 | ) | 501,665 | (26,691 | ) | ||||||||||
Provision for income taxes |
27 | (210,499 | ) | | (175,805 | ) | | |||||||||
of which nonrecurring |
33 | 3,096 | | 6,430 | | |||||||||||
Net income |
374,082 | | 325,860 | | ||||||||||||
Of which attributable to: |
||||||||||||||||
Luxottica Group stockholders |
371,197 | | 322,692 | | ||||||||||||
Non-controlling interests |
2,885 | | 3,168 | | ||||||||||||
NET INCOME |
374,082 | | 325,860 | | ||||||||||||
Weighted average number of shares outstanding: |
||||||||||||||||
Basic |
470,908,944 | | 463,228,972 | | ||||||||||||
Diluted |
475,505,827 | | 465,560,791 | | ||||||||||||
EPS: |
||||||||||||||||
Basic |
0.79 | | 0.70 | | ||||||||||||
Diluted |
0.78 | | 0.69 | |
27
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Amounts in thousands of Euro) |
Six Months ended June 30, 2013 (unaudited) |
Six Months ended June 30, 2012 (unaudited and restated (*)) |
|||||
---|---|---|---|---|---|---|---|
Net income |
374,082 | 325,860 | |||||
Other comprehensive income: |
|||||||
Items that may be reclassified subsequently to profit or loss: |
|||||||
Cash flow hedgenet of tax of Euro 0.1 million and 2.5 million as of June 30, 2013 and June 30, 2012, respectively |
318 | 10,435 | |||||
Currency translation differences |
(69,218 | ) | 74,364 | ||||
Total items that may be reclassified subsequently to profit or loss: |
(68,900 | ) | 84,799 | ||||
Items that will not be reclassified to profit or loss: |
|||||||
Actuarial gain on defined benefit plansnet of tax of Euro 27.7 million and Euro 13.0 million as of June 30, 2013 and June 30, 2012, respectively |
49,736 | (14,915 | ) | ||||
Total items that will not be reclassified to profit or loss |
49,736 | (14,915 | ) | ||||
Total other comprehensive incomenet of tax |
(19,164 | ) | 69,884 | ||||
Total comprehensive income for the period |
354,917 | 395,745 | |||||
Attributable to: |
|||||||
Luxottica Group stockholders' equity |
352,307 | 392,827 | |||||
Non-controlling interests |
2,611 | 2,918 | |||||
Total comprehensive income for the period |
354,917 | 395,745 | |||||
|
28
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIODS ENDED JUNE 30, 2013 AND 2012 (UNAUDITED)
|
Capital stock | |
|
|
|
|
|
|
|
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
Additional paid-in capital |
|
|
Translation of foreign operations and other |
|
|
Non- controlling interests |
|||||||||||||||||||||||
(Amounts in thousands of Euro, except share data) |
Number of shares |
Amount |
Legal reserve |
Retained earnings |
Stock options reserve |
Treasury shares |
Stockholders' equity |
||||||||||||||||||||||||
|
Note 25 |
Note 26 |
|||||||||||||||||||||||||||||
Balance as of January 1, 2012 |
467,351,677 | 28,041 | 5,600 | 237,015 | 3,355,931 | 203,739 | (99,980 | ) | (117,418 | ) | 3,612,928 | 12,192 | |||||||||||||||||||
Total Comprehensive Income as of June 30, 2012 |
| | | | 318,213 | | 74,614 | | 392,827 | 2,918 | |||||||||||||||||||||
Exercise of stock options |
2,370,085 | 142 | | 35,094 | | | | | 35,236 | | |||||||||||||||||||||
Non-cash stock based compensation |
| | | | | 19,523 | | | 19,523 | | |||||||||||||||||||||
Tax benefit on stock options |
| | | 5,288 | | | | | 5,288 | | |||||||||||||||||||||
Granting of treasury shares to employees |
| | | | (25,489 | ) | | | 25,489 | | | ||||||||||||||||||||
Dividends (Euro 0.49 per ordinary share) |
(227,386 | ) | (227,386 | ) | (2,328 | ) | |||||||||||||||||||||||||
Allocation of legal reserve |
| | 23 | | (23 | ) | | | | | | ||||||||||||||||||||
Balance as of June 30, 2012 |
469,721,762 | 28,183 | 5,623 | 277,397 | 3,421,246 | 223,262 | (25,366 | ) | (91,929 | ) | 3,838,417 | 12,782 | |||||||||||||||||||
Balance as of January 1, 2013 |
473,238,197 | 28,394 | 5,623 | 328,742 | 3,633,481 | 241,286 | (164,224 | ) | (91,929 | ) | 3,981,372 | 11,868 | |||||||||||||||||||
Total Comprehensive Income as of June 30, 2013 |
| | | | 421,251 | | (68,944 | ) | | 352,306 | 2,611 | ||||||||||||||||||||
Exercise of stock options |
3,529,313 | 212 | | 62,052 | (414 | ) | | | 61,850 | | |||||||||||||||||||||
Non-cash stock based compensation |
| | | | | 14,009 | | | 14,009 | | |||||||||||||||||||||
Excess tax benefit on stock options |
| | | 10,430 | | | | | 10,430 | | |||||||||||||||||||||
Granting of treasury shares to employees |
| | | | (8,869 | ) | | | 8,869 | | | ||||||||||||||||||||
Dividends (Euro 0.58 per ordinary share) |
(273,689 | ) | (273,689 | ) | (3,057 | ) | |||||||||||||||||||||||||
Allocation of legal reserve |
| | 88 | | (88 | ) | | | | | | ||||||||||||||||||||
Balance as of June 30, 2013 |
476,777,410 | 28,606 | 5,711 | 401,224 | 3,771,672 | 255,295 | (233,168 | ) | (83,060 | ) | 4,146,279 | 11,422 | |||||||||||||||||||
29
CONSOLIDATED STATEMENT OF CASH FLOWS
(Amounts in thousands of Euro) |
Note reference |
June 30, 2013 (unaudited) |
June 30, 2012 (unaudited and restated (****)) |
|||||||
---|---|---|---|---|---|---|---|---|---|---|
Income before provision for income taxes |
548,582 | 501,665 | ||||||||
Stock-based compensation |
14,546 | 19,523 | ||||||||
Depreciation and amortization |
10/11 | 182,568 | 170,649 | |||||||
Net loss fixed assets and other |
10 | 7,841 | 18,675 | |||||||
Financial charges |
52,839 | 72,988 | ||||||||
Other non-cash items(*) |
(2,362 | ) | 21,215 | |||||||
Changes in accounts receivable |
(269,050 | ) | (229,194 | ) | ||||||
Changes in inventories |
(6,912 | ) | (30,532 | ) | ||||||
Changes in accounts payable |
(4,381 | ) | (479 | ) | ||||||
Changes in other assets/liabilities |
(35,475 | ) | (6,712 | ) | ||||||
Total adjustments |
(60,386 | ) | 36,133 | |||||||
Cash provided by operating activities |
524,196 | 537,798 | ||||||||
Interest paid |
(50,929 | ) | (57,328 | ) | ||||||
Tax paid |
(167,189 | ) | (108,238 | ) | ||||||
Net cash provided by operating activities |
306,078 | 372,233 | ||||||||
Additions of Property, plant and equipment: |
10 | (102,247 | ) | (91,354 | ) | |||||
Purchases of businessesnet of cash acquired(**) |
4 | (71,267 | ) | (56,071 | ) | |||||
Increase in investment(***) |
12 | (45,000 | ) | | ||||||
Additions to intangible assets |
11 | (54,039 | ) | (63,054 | ) | |||||
Cash used in investing activities |
(272,552 | ) | (210,479 | ) |
30
CONSOLIDATED STATEMENT OF CASH FLOWS
(Amounts in thousands of Euro) |
Note reference |
June 30, 2013 (unaudited) |
June 30, 2012 (unaudited) |
|||||||
---|---|---|---|---|---|---|---|---|---|---|
Long-term debt: |
||||||||||
Proceeds |
21 | 2,835 | 508,369 | |||||||
Repayments |
21 | (216,483 | ) | (176,711 | ) | |||||
Short-term debt: |
||||||||||
Proceeds |
| | ||||||||
Repayments |
(10,723 | ) | (79,732 | ) | ||||||
Exercise of stock options |
25 | 61,848 | 35,238 | |||||||
Dividends |
(276,745 | ) | (229,714 | ) | ||||||
Cash (used in)/provided financing activities |
(439,268 | ) | 57,450 | |||||||
Increase (decrease) in cash and cash equivalents |
(405,744 | ) | 219,204 | |||||||
Cash and cash equivalents, beginning of the period |
790,093 | 905,100 | ||||||||
Effect of exchange rate changes on cash and cash equivalents |
10,971 | 13,205 | ||||||||
Cash and cash equivalents, end of the period |
373,378 | 1,137,510 | ||||||||
31
Luxottica Group S.p.A.
Headquarters and registered office Via C. Cantù 220123 Milan, Italy
Capital Stock: € 28,606,644.60
authorized and issued
NOTES TO THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2013
(UNAUDITED)
1. BACKGROUND
Luxottica Group S.p.A. (hereinafter the "Company" or together with its consolidated subsidiaries, the "Group") is a company listed on Borsa Italiana and the New York Stock Exchange with its registered office located at Via C. Cantù 2, Milan (Italy), organized under the laws of the Republic of Italy.
The Company is controlled by Delfin S.à r.l., based in Luxembourg. The chairman of the Board of Directors of the Company, Leonardo Del Vecchio, controls Delfin S.à r.l.
The Company's Board of Directors, at its meeting on July 25, 2013, approved the Group's interim condensed consolidated financial statements as of June 30, 2013 (hereinafter referred to as the "Financial Report") for publication.
The financial statements included in this Financial Report are unaudited.
2. BASIS OF PREPARATION
This Financial Report has been prepared in accordance with article 154-ter of the Legislative Decree No. 58 of February 24, 1998 and subsequent modifications and in accordance with the CONSOB Issuers Regulation in compliance with the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and endorsed by the European Union in accordance with the regulation (CE) n. 1606/2002 of the European Parliament and of the Council of July 19, 2002. Furthermore, this financial report has been prepared in accordance with International Accounting Standard ("IAS") 34Interim Financial Reporting, and of the provisions which implement Article 9 of Legislative Decree no. 38/2005.
This unaudited Financial Report should be read in connection with the consolidated financial statements as of December 31, 2012, which were prepared in accordance with IFRS, as endorsed by the European Union.
In accordance with IAS 34, the Group has chosen to publish a set of condensed financial statements in its financial report as of June 30, 2013.
The principles and standards used in the preparation of this unaudited Financial Report are consistent with those used in preparing the audited consolidated financial statements as of December 31, 2012, except as described in Note 3 "New Accounting Principles," and taxes on income which are accrued using the tax rate that would be applicable to projected total annual profit.
This Financial Report has been prepared on a going concern basis. Management believes that there are no indicators that may cast significant doubt upon the Group's ability to continue as a going concern, in particular, over the next twelve months.
This Financial Report is composed of the consolidated statements of financial position, the consolidated statements of income, the consolidated statements of comprehensive income, the
32
NOTES TO THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF JUNE 30, 2013
(UNAUDITED)
2. BASIS OF PREPARATION (Continued)
consolidated statements of changes in equity, the consolidated statements of cash flows and Notes to the Condensed Consolidated Financial Statements as of June 30, 2013.
The Group also applied the CONSOB resolution n. 15519 of July 27, 2006 and the CONSOB communication n. 6064293 of July 28, 2006.
The preparation of this report required management to use estimates and assumptions that affected the reported amounts of revenue, costs, assets and liabilities, as well as disclosures relating to contingent assets and liabilities at the reporting date. Results published on the basis of such estimates and assumptions could vary from actual results that may be realized in the future.
These measurement processes and, in particular, those that are more complex, such as the calculation of impairment losses on non-current assets, and the actuarial calculations necessary to calculate certain employee benefits liabilities, are generally carried out only when the audited consolidated financial statements for the fiscal year are prepared, unless there are indicators which require updates to estimates.
3. NEW ACCOUNTING PRINCIPLES
New and amended accounting standards and interpretations must be adopted in the first interim financial statements issued after the applicable effective date.
Amendments and interpretations of existing principles which are effective for reporting periods beginning on January 1, 2013
Amendments to IAS 19"Employee benefits." The amendments to the standard requires that the expense for a funded benefit plan include net interest expense or income, calculated by applying the discount rate to the net defined benefit asset or liability. Furthermore actuarial gains and losses are recognized immediately in 'other comprehensive income' (OCI) and will not be recycled to profit and loss in subsequent periods.
The amendments, endorsed by the European Community in 2012, are applied retrospectively to all periods presented.
As a result of the application of this new standard (i) income from operations and net income attributable to Luxottica stockholders decreased by Euro 5.9 million and Euro 3.6 million, respectively, in the first six months of 2012 and (ii) net income attributable to Luxottica stockholders decreased by Euro 7.3 million in the twelve month period ended December 31, 2012.
Amendments to IAS 1"Financial statements presentation regarding other comprehensive income." The amendments require separate presentation of items of other comprehensive income that are reclassified subsequently to profit or loss (recyclable) and those that are not reclassified to profit or loss (non-recyclable). The amendments do not change the existing option to present an entity's performance in two statements; and do not address the content of performance statements. The amendments were endorsed by the European Community in 2012. The new presentation requirements have been applied to all periods presented.
IFRS 13"Fair value measurements." The standard provides a precise definition of fair value and a single source of fair value measurement. The requirements do not extend the use of fair value accounting
33
NOTES TO THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF JUNE 30, 2013
(UNAUDITED)
3. NEW ACCOUNTING PRINCIPLES (Continued)
but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRS. The standard, published by the IASB in May 2012, was endorsed by the European Union in December 2012. The standard had no significant impact on the consolidated financial statements of the Group as the methodologies to calculate the fair value introduced by the new standard do not differ from those already used by the Group.
Amendments to IFRS 7"Financial Instruments: Disclosures on offsetting financial assets and financial liabilities." The amendments enhance current offsetting disclosures in order to facilitate the comparison between those entities that prepare IFRS financial statements and those that prepare financial statements in accordance with generally accepted accounting principles in the United States (US GAAP). The standard, published by the IASB in December 2011, was endorsed by the European Union in December 2012. The standard had no significant impact on the consolidated financial statements of the Group.
Amendments to IFRS 1"First time adoption on government loans." The amendments address how first-time adopters would account for government loans with a below-market rate of interest when transitioning to IFRS. The amendments, endorsed by the European Union in March 2013, had no impact on the consolidated financial statements of the Group.
On May 17, 2012 the IASB issued the following IFRS amendments, which had no significant impact on consolidated financial statements of the Group. The amendments were endorsed by the European Union in March 2013.
Amendments and interpretations of existing principles which are effective for reporting periods beginning after January 1, 2013 and not early adopted by the Group.
IFRS 9"Financial instruments." The standard is the first step in the process to replace IAS 39Financial instruments: recognition and measurement. IFRS 9 introduces new requirements for classifying and measuring financial assets. The new standard reduces the number of categories of financial assets pursuant to IAS 39 and requires that all financial assets be: (i) classified on the basis of the model which a company has adopted in order to manage its financial activities and on the basis of the cash flows from financing activities; (ii) initially measured at fair value plus any transaction costs in the case of financial assets not measured at fair value through profit and loss; and (iii) subsequently measured at their fair value or at the amortized cost. IFRS 9 also provides that embedded derivatives which fall within the scope of IFRS 9 must no longer be separated from the primary contract which contains them and states that a company may decide to directly recordwithin the consolidated statement of comprehensive incomeany changes in the fair value of investments which fall within the scope of IFRS 9. The standard is effective for annual period beginning on or after January 1, 2015 and has not yet been endorsed by the European Union as of the date of the this Financial Report. The Group is assessing the full impact of adopting IFRS 9.
34
NOTES TO THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF JUNE 30, 2013
(UNAUDITED)
3. NEW ACCOUNTING PRINCIPLES (Continued)
IFRS 10"Consolidated financial statements." The standard builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements. The Standard provides additional guidance to assist in determining control. The standard, published in May 2011, was endorsed by the European Union in December 2012 and is effective for the annual period beginning no later than January 1, 2014. The adoption of the standard will not have a significant impact on the consolidated financial statements of the Group.
IFRS 11"Joint ventures." The standard focuses on the rights and obligations of the arrangement, rather than on its legal form. There are two types of joint arrangements. Joint operations arise where the joint operators have rights and obligations related to the arrangements. Joint ventures arise where the joint operators have rights to the net assets of the arrangement. The standard builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements. The Standard provides additional guidance to assist in determining control. Proportionate consolidation is no longer allowed. The standard, published in May 2011, was endorsed by the European Union in December 2012 and is effective for the annual period beginning no later than January 1, 2014. The adoption of the standard will not have a significant impact on the consolidated financial statements of the Group.
IFRS 12"Disclosures of interests in other entities." The standard includes disclosure requirements for all forms of interests in other entities. The standard, published in May 2011, was endorsed by the European Union in December 2012 and is effective for the annual period beginning no later than January 1, 2014. The adoption of the standard will not have a significant impact on the consolidated financial statements of the Group.
Amendments to IFRS 10, 11 and 12. The amendments provide guidelines on the comparative information. The standard, published in July 2012, was endorsed by the European Union in April 2013 and is effective for the annual period beginning no later than January 1, 2014. The adoption of the standard will not have a significant impact on the consolidated financial statements of the Group.
IAS 27 (revised 2011) "Separate financial statements." The standard includes the provisions on separate financial statements that are left after the control provisions of IAS 27 have been included in the new IFRS 10. The standard, published in May 2011, was endorsed by the European Union in December 2012 and is effective for the annual period beginning no later than January 1, 2014. The adoption of the standard will have no impact on the consolidated financial statements of the Group.
IAS 28 (revised 2011) "Associates and Joint ventures." The standard includes the requirements for joint ventures, as well as associates, to be accounted using the equity method following the issue of IFRS 11. The standard, published in May 2011, was endorsed by the European Union in December 2012 and is effective for the annual period beginning no later than January 1, 2014. The adoption of the standard will not have a significant impact on the consolidated financial statements of the Group.
Amendments to IAS 32"Financial instruments." The amendments clarify some of the requirements for offsetting financial assets and financial liabilities on the balance sheet. The standard, published in December 2011, was endorsed by the European Union in December 2012 and is effective for the annual
35
NOTES TO THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF JUNE 30, 2013
(UNAUDITED)
3. NEW ACCOUNTING PRINCIPLES (Continued)
period beginning on or after January 1, 2014. The adoption of the standard will not have a significant impact on the consolidated financial statements of the Group.
Amendments to IFRS 10, 12 and 27. The amendments provide that many funds and similar entities, that meet the definition of investment entity, will be exempt from consolidating most of their subsidiaries. The amendments, not yet endorsed by the European Union, are effective for the annual period beginning on or after January 1, 2014. The adoption of the standard will not have a significant impact on the consolidated financial statements of the Group.
Amendments to IAS 36"Impairment of assets." The amendments address the disclosure of information about the recoverable amount of impaired assets if that amount is based on fair value less cost of disposals. The amendments, not yet endorsed by the European Union, are effective for the annual period beginning on or after January 1, 2014. The adoption of the standard will not have a significant impact on the consolidated financial statements of the Group
4. BUSINESS COMBINATIONS
On January 23, 2013, the Company completed the acquisition of Alain Mikli International, a French luxury and contemporary eyewear company. The consideration for the acquisition was Euro 85.4 million. The purchase price paid in the first quarter of 2013, including the assumption of approximately Euro 15.0 million of Alain Mikli's debt, totaled Euro 91.0 million, excluding advance payments made in 2012 and receivables from Alain Mikli. Net sales generated by Alain Mikli International in 2012 were approximately Euro 55.5 million. The acquisition furthers the Group's strategy of continually strengthening of its brand portfolio.
The Company uses various methods to calculate the fair value of the Alain Mikli net assets acquired. The valuation process has not been concluded as of the date these financial statements were authorized for issue, and the above net assets acquired as well as the goodwill have been determined provisionally. In accordance with IFRS 3Business Combinations, the fair value of the net assets acquired will be defined within 12 months from the acquisition date.
The difference between the consideration paid and the net assets acquired was provisionally recorded as goodwill and intangible assets for Euro 55.3 million and Euro 33.5 million, respectively. The above goodwill is not tax deductible and primarily reflects the synergies the Group estimates will derive from the acquisition.
36
NOTES TO THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF JUNE 30, 2013
(UNAUDITED)
4. BUSINESS COMBINATIONS (Continued)
The following table summarizes the consideration paid, the fair value of assets acquired and liabilities assumed at the acquisition date (in thousands of Euro):
Consideration |
85,424 | |||
Total consideration |
85,424 | |||
Recognized amount of net identifiable assets |
||||
Cash and cash equivalents |
3,773 | |||
Accounts receivablenet |
9,644 | |||
Inventory |
14,341 | |||
Other current receivables |
4,165 | |||
Fixed assets |
3,903 | |||
Trademarks and other intangible assets |
33,800 | |||
Investments |
113 | |||
Other long term receivables |
6,642 | |||
Deferred tax assets |
166 | |||
Accounts payable |
(9,931 | ) | ||
Other current liabilities |
(5,468 | ) | ||
Income tax payable |
(231 | ) | ||
Short term loan |
(3,227 | ) | ||
Long-term debt |
(15,077 | ) | ||
Deferred tax liabilities |
(11,569 | ) | ||
Other long-term liabilities |
(918 | ) | ||
Total net identifiable assets |
30,125 | |||
Provisional goodwill |
55,298 | |||
Total |
85,424 | |||
Net sales of Alain Mikli included in the consolidated financial statements starting from the acquisition date equaled Euro 26.1 million. The impact from the Alain Mikli acquisition on the Group's consolidated financial statements in the first six months of 2013 equaled a loss of Euro 6.1 million.
Transaction-related costs of approximately Euro 1.2 million were expensed as incurred.
On April 25, 2013, Sunglass Hut Mexico ("SGH Mexico"), a subsidiary of the Company, acquired the sun business of Grupo Devlyn S.A.P.I. de C.V. ("Devlyn"). As a result of the acquisition the shareholders of Devlyn received a minority stake in SGH Mexico of 20 percent and a put option to sell the shares to the Company, while the Company was granted a call option on the minority stake. The exercise price of the above options were estimated based on the expected EBITDA, net sales and net financial position at the end of the lock-up period identified in the contract. The acquisition of the Company's interest in Devlyn was accounted for as a business combination in accordance with IFRS 3. In particular, the Group recorded provisional goodwill of approximately Euro 5.3 million and a liability for the present value of the put option of approximately Euro 7.7 million. The valuation of the net assets acquired will be completed within the twelve-month period subsequent to the acquisition. The transaction furthers the Group's strategy of increasing its presence in Latin America.
5. SEGMENT REPORTING
In accordance with IFRS 8Operating segments, the Group operates in two industry segments: (1) Manufacturing and Wholesale Distribution and (2) Retail Distribution.
37
NOTES TO THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF JUNE 30, 2013
(UNAUDITED)
5. SEGMENT REPORTING (Continued)
The criteria applied to identify the reporting segments are consistent with the way the Group is managed. In particular, the disclosures are consistent with the information periodically analyzed by the Group's Chief Executive Officer, in his role as Chief Operating Decision Maker, to make decisions about resources to be allocated to the segments and assess their performance. Total assets for each reporting segment are no longer disclosed as they are not key indicators which are monitored in order to assess the Group's financial performance.
(Amounts in thousands of Euro) |
Manufacturing and Wholesale Distribution |
Retail Distribution |
Inter-segment transactions and corporate adjustments(c) |
Consolidated |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Three months ended June 30, 2013 (unaudited) |
|||||||||||||
Net sales(a) |
1,660,987 | 2,220,741 | | 3,881,728 | |||||||||
Income from operations(b) |
421,355 | 311,870 | (96,734 | ) | 636,491 | ||||||||
Interest income |
| | | 5,307 | |||||||||
Interest expense |
| | | (52,839 | ) | ||||||||
Other-net |
| | | (4,107 | ) | ||||||||
Income before provision for income taxes |
| | | 584,582 | |||||||||
Provision for income taxes |
| | | (210,499 | ) | ||||||||
Net income |
| | | 374,082 | |||||||||
Of which attributable to: |
|||||||||||||
Luxottica stockholders |
| | | 371,197 | |||||||||
Non-controlling interests |
| | | 2,885 | |||||||||
Capital expenditures |
67,512 | 86,711 | | 154,223 | |||||||||
Depreciation and amortization |
53,171 | 86,619 | 42,778 | 182,568 | |||||||||
Three months ended June 30, 2012 (unaudited) |
|||||||||||||
Net sales(a) |
1,514,999 | 2,155,359 | | 3,670,358 | |||||||||
Income from operations(b) |
380,642 | 272,619 | (90,014 | ) | 563,247 | ||||||||
Interest income |
| | | 11,895 | |||||||||
Interest expense |
| | | (72,988 | ) | ||||||||
Other-net |
| | | (489 | ) | ||||||||
Income before provision for income taxes |
| | | 501,665 | |||||||||
Provision for income taxes |
| | | (175,805 | ) | ||||||||
Net income |
| | | 325,860 | |||||||||
Of which attributable to: |
|||||||||||||
Luxottica Stockholders |
| | | 322,692 | |||||||||
Non-controlling Interests |
| | | 3,168 | |||||||||
Capital expenditures |
58,674 | 105,205 | | 163,878 | (d) | ||||||||
Depreciation and amortization |
47,599 | 80,424 | 42,627 | 170,649 | |||||||||
38
NOTES TO THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF JUNE 30, 2013
(UNAUDITED)
NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CURRENT ASSETS
6. CASH AND CASH EQUIVALENTS
(Amounts in thousands of Euro) |
As of June 30, 2013 (unaudited) |
As of December 31, 2012 (audited) |
|||||
---|---|---|---|---|---|---|---|
Cash at bank and post office |
363,757 | 779,683 | |||||
Checks |
6,473 | 7,506 | |||||
Cash and cash equivalents on hand |
3,148 | 2,904 | |||||
Total |
373,378 | 790,093 | |||||
7. ACCOUNTS RECEIVABLE
(Amounts in thousands of Euro) |
As of June 31, 2013 (unaudited) |
As of December 31, 2012 (audited) |
|||||
---|---|---|---|---|---|---|---|
Accounts receivable |
998,318 | 733,854 | |||||
Allowance for doubtful accounts |
(35,615 | ) | (35,098 | ) | |||
Total |
962,703 | 698,755 | |||||
The above are exclusively trade receivables and are recognized net of allowances to adjust their carrying amount to estimated realizable value. They are all due within 12 months.
8. INVENTORIES
(Amounts in thousands of Euro) |
As of June 30, 2013 (unaudited) |
As of December 31, 2012 (audited) |
|||||
---|---|---|---|---|---|---|---|
Raw materials |
185,386 | 154,403 | |||||
Work in process |
40,925 | 59,565 | |||||
Finished goods |
634,015 | 625,386 | |||||
Less: inventory obsolescence reserves |
(114,377 | ) | (110,588 | ) | |||
Total |
745,950 | 728,767 | |||||
39
NOTES TO THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF JUNE 30, 2013
(UNAUDITED)
9. OTHER ASSETS
(Amounts in thousands of Euro) |
As of June 30, 2013 (unaudited) |
As of December 31, 2012 (audited) |
|||||
---|---|---|---|---|---|---|---|
Sales taxes receivable |
38,257 | 15,476 | |||||
Short-term borrowings |
1,544 | 835 | |||||
Accrued income |
2,679 | 2,569 | |||||
Other financial assets |
32,704 | 35,545 | |||||
Total financial assets |
75,184 | 54,425 | |||||
Income tax receivable |
19,372 | 47,354 | |||||
Advances to suppliers |
18,135 | 15,034 | |||||
Prepaid expenses |
95,137 | 74,262 | |||||
Other assets |
30,409 | 18,177 | |||||
Total other assets |
163,053 | 154,827 | |||||
Total other current assets |
238,237 | 209,252 | |||||
Other financial assets included amounts (i) recorded in the North American Retail Division totaling Euro 10.6 million as of June 30, 2013 (Euro 13.2 million as of December 31, 2012), (ii) recorded in Oakley of Euro 7.6 million (Euro 4.6 million as of December 31, 2012), and (iii) derivative financial assets of Euro 1.0 million as of June 30, 2013 (Euro 6.0 million as of December 31, 2012). The remaining portion of the balance is distributed among the Group's various subsidiaries.
The reduction of the income tax receivable is mainly due to certain U.S.-based subsidiaries utilizing in 2013 the receivable balance existing as of December 31, 2012.
Prepaid expenses mainly relate to the payments (i) of monthly rental expenses incurred by the Group's North America and Asia-Pacific retail divisions and (ii) of the advertising expenses related to certain designer license agreements.
Other assets include the short-term portion of advance payments made to certain designers for future contracted minimum royalties.
The net book value of financial assets is approximately equal to their fair value and this value also corresponds to the maximum exposure of the credit risk. The Group has no guarantees or other instruments to manage credit risk.
40
NOTES TO THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF JUNE 30, 2013
(UNAUDITED)
NON-CURRENT ASSETS
10. PROPERTY, PLANT AND EQUIPMENT
Changes in items of property, plant and equipment during the first six months of 2012 and 2013 were as follows:
(Amounts in thousands of Euro) |
Land and buildings, including leasehold improvements |
Machinery and equipment |
Aircraft |
Other equipment |
Total |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance as of January 1, 2012 |
||||||||||||||||
Historical cost |
900,367 | 983,164 | 38,087 | 586,980 | 2,508,598 | |||||||||||
Accumulated depreciation |
(405,526 | ) | (613,127 | ) | (8,776 | ) | (312,103 | ) | (1,339,532 | ) | ||||||
Balance as of January 1, 2012 |
494,841 | 370,037 | 29,311 | 274,877 | 1,169,066 | |||||||||||
Increases |
22,530 | 55,724 | | 31,326 | 109,580 | |||||||||||
Decreases |
(7,149 | ) | | | (11,526 | ) | (18,675 | ) | ||||||||
Business combinations |
949 | 7,675 | | 1,448 | 10,072 | |||||||||||
Translation differences and other |
17,895 | 12,001 | | (4,664 | ) | 25,232 | ||||||||||
Depreciation expense |
(28,291 | ) | (44,697 | ) | (777 | ) | (29,619 | ) | (103,384 | ) | ||||||
Balance as of June 30, 2012 |
500,776 | 400,740 | 28,534 | 261,842 | 1,191,892 | |||||||||||
Historical cost |
932,174 | 1,068,060 | 38,087 | 593,317 | 2,631,638 | |||||||||||
Accumulated depreciation |
(431,398 | ) | (667,320 | ) | (9,553 | ) | (331,475 | ) | (1,439,746 | ) | ||||||
Balance as of June 30, 2012 |
500,776 | 400,740 | 28,534 | 261,842 | 1,191,892 | |||||||||||
(Amounts in thousands of Euro) |
Land and buildings, including leasehold improvements |
Machinery and equipment |
Aircraft |
Other equipment |
Total |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance as of January 1, 2013 |
||||||||||||||||
Historical cost |
913,679 | 1,074,258 | 38,087 | 615,957 | 2,641,981 | |||||||||||
Accumulated depreciation |
(438,046 | ) | (668,561 | ) | (10,337 | ) | (332,644 | ) | (1,449,588 | ) | ||||||
Balance as of January 1, 2013 |
475,633 | 405,697 | 27,750 | 283,313 | 1,192,394 | |||||||||||
Increases |
19,872 | 39,324 | | 43,147 | 102,343 | |||||||||||
Decreases |
(1,652 | ) | | | (6,189 | ) | (7,841 | ) | ||||||||
Business combinations |
2,448 | 766 | | 1,261 | 4,475 | |||||||||||
Translation differences and other |
2,240 | 20,653 | | (31,572 | ) | (8,679 | ) | |||||||||
Depreciation expense |
(30,002 | ) | (46,492 | ) | (770 | ) | (28,686 | ) | (106,132 | ) | ||||||