SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

For the month of May, 2003

 

Benetton Group S.p.A.

Via Villa Minelli, 1 - 31050 Ponzano Veneto, Treviso - ITALY

 

 

(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 X Form 40-F ______

 

 

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

 

Yes ______ No X

TABLE OF CONTENTS

 

Benetton Group SpA's First Quaterly Report 2003

 

 

 

 

SIGNATURES

 

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

 

 

Benetton Group S.p.A.

By: /s/ Luciano Benetton

______________________

Name: Luciano Benetton

Title: Chairman

 

 

Dated: May 12, 2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benetton Group

2003 first quarter report

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benetton Group S.p.A.

Villa Minelli

Ponzano Veneto (Treviso) - Italy

Share Capital: Euro 236,026,454.30 fully paid-in

Tax ID/Treviso Company register: 00193320264

Directors and other officers

Board of Directors

Luciano Benetton

Chairman

Carlo Benetton

Deputy Chairman

Silvano Cassano

Managing Director

Giuliana Benetton

Directors

Gilberto Benetton

Alessandro Benetton

Reginald Bartholomew

Luigi Arturo Bianchi

Sergio De Simoi

Gianni Mion

Ulrich Weiss

Pierluigi Bortolussi

Secretary to the Board

Board of Statutory auditors

Angelo Casò

Chairman

Filippo Duodo

Auditors

Dino Sesani

Antonio Cortellazzo

Alternate Auditors

Marco Leotta

Independent auditors

Deloitte & Touche S.p.A.

Financial highlights

1st quarter

1st quarter

Year

Key operating data (millions of euro)

2003

%

2002

%

Change

%

2002

%

Revenues

444

100.0

447

100.0

(3)

(0.7)

1,992

100.0

Cost of sales

252

56.8

247

55.1

(5)

(2.3)

1,124

56.4

Gross operating income

192

43.2

200

44.9

(8)

(4.2)

868

43.6

Income from operations

54

12.1

45

10.1

9

19.1

243

12.2

Net income/(loss)

25

5.5

19

4.3

6

28.9

(10)

(0.5)

 

 

Key financial data (millions of euro)

03.31.2003

12.31.2002

03.31.2002

Working capital

908

798

955

Assets due to be sold

73

114

-

Net capital employed

1,882

1,768

2,031

Net indebtedness

709

613

756

Shareholders' equity

1,158

1,141

1,260

Self-financing

76

349

75

Capital expenditures in tangible

and intangible fixed assets

66

169

55

Purchase of equity investments

15

1

-

 

Share and market data

03.31.2003

12.31.2002

03.31.2002

Shareholders' equity per share (euro)

6.4

6.3

7.0

Period end share price (euro)

6.5

8.5

15.4

Screen-based market: high (euro)

9.0

15.9

15.4

Screen-based market: low (euro)

5.9

8.5

12.5

Market capitalization (thousands of euro)

1,180,132

1,543,068

2,796,006

Average no. of shares outstanding (*)

181,558,811

181,341,018

180,752,447

Number of shares outstanding

181,558,811

181,558,811

181,558,811

(*) Net of treasury shares held during the period

 

Employees

03.31.2003

12.31.2002

03.31.2002

Total number

7,061

7,284

7,605

 

 

Directors'report

Results for the first quarter of 2003

Significant events during the quarter

In January 2003 the Benetton Group reached an agreement with the Tecnica group for the sale of business activities relating to the Nordica brand. The sale became effective as from February 1, 2003. The overall price for the transaction was calculated based on the valuation of all business components. The value of the intellectual property alone, including the Nordica trademark, was set at 38 million euro. The sale price will be paid over 5 years in six-monthly instalments starting in 2004. Under this agreement, Benetton Group S.p.A. acquires 10% of Tecnica S.p.A.'s share capital with a guaranteed put (sale) option to be exercised as from February 1, 2008 and a call option for repurchase by Tecnica S.p.A. to be exercised between February 1, 2006 and January 31, 2008. This acquisition is valued at around 15 million euro.

In March 2003, the Benetton Group, through the American company Benetton Sportsystem USA Inc., signed a binding preliminary agreement for the sale of the Rollerblade brand to Prime Newco, a member of the Tecnica group. The price established for the Rollerblade brand alone amounted to 20 million euro, payable upon completion of the sale, scheduled for June 30, 2003. On this date, subject to separate valuation, other components of the business and the entire interest in the Swiss subsidiary, Benetton Sportsystem Schweiz A.G., will also be transferred. As additional consideration with regard to the transfer of know-how, the Group will receive 1.5% of Rollerblade's sales for the next five years, with a minimum guaranteed payment of 5 million euro; the Group is entitled to the operating profit for the first six months of 2003.

At the end of March the Group also formalized the sale of the Prince and Ektelon brands to Lincolnshire Management Inc., a U.S. private equity fund. The price established for the sale of these brands and the associated intangible fixed assets amounts to 36.5 million euro, of which 10 million euro was received on April 30, the sale's completion date; the remaining 26.5 million euro will be paid in January 2004 and will earn interest until that date.

Outlook for the full year

Despite the continuing crisis of the world economy in the international markets, and the resulting decline in consumer spending, the Group's performance has been in line with last year and with its forecasts. Having concluded the process of internal reorganization and rationalization in the early part of the year and sold its businesses in the sports equipment sector, the Group's resources will be exclusively dedicated to its core business of casual and sportswear.

Given this situation and the information currently available, the Group expects to meet its 2003 forecasts in terms of sales and margins. Its level of indebtedness is expected to be still lower at year end.

 

Consolidated financial statements and relevant comments

Explanatory notes

The quarterly report has been prepared in accordance with art. 82 of the Regulation approved by Consob resolution 11971 of May 14, 1999 in application of Legislative Decree 58 of February 24, 1998 concerning issuers.

The accounting policies and consolidation principles adopted are consistent with those used to prepare the annual consolidated financial statements.

The consolidated statements of income and balance sheet as of March 31, 2003, are shown in the same format as those presented in the 2002 Directors'report.

The consolidation area has remained substantially unchanged with respect to March 31, 2002 and December 31, 2002.

Group consolidated results

Consolidated statements of income reclassified to cost of sales

(thousands of euro)

1st quarter

1st quarter

2003

%

2002

%

Change

%

Revenues

443,952

100.0

446,866

100.0

(2,914)

(0.7)

Cost of sales

Material and net change in inventories

126,087

28.4

116,335

26.0

9,752

8.4

Payroll and related costs

24,688

5.6

26,390

5.9

(1,702)

(6.4)

Subcontract work

83,070

18.7

82,526

18.5

544

0.7

Industrial depreciation

6,822

1.5

8,943

2.0

(2,121)

(23.7)

Other manufacturing costs

11,349

2.6

12,245

2.7

(896)

(7.3)

252,016

56.8

246,439

55.1

5,577

2.3

Gross operating income

191,936

43.2

200,427

44.9

(8,491)

(4.2)

Selling, general and administrative expenses

Payroll and related cost

32,402

7.3

35,862

8.0

(3,460)

(9.6)

Distribution and transport

7,769

1.8

7,221

1.6

548

7.6

Sales commissions

19,681

4.4

20,885

4.7

(1,204)

(5.8)

Advertising and promotion

24,792

5.6

29,978

6.7

(5,186)

(17.3)

Depreciation and amortization

19,492

4.4

24,533

5.5

(5,041)

(20.5)

Other expenses

33,907

7.6

36,705

8.3

(2,798)

(7.6)

138,043

31.1

155,184

34.8

(17,141)

(11.0)

Income from operations

53,893

12.1

45,243

10.1

8,650

19.1

Other income/(expenses)

Foreign currency gain/(loss), net

4,535

1.0

1,962

0.4

2,573

131.1

Interest income

8,475

1.9

7,928

1.8

547

6.9

Interest expenses

(17,397)

(3.9)

(17,686)

(3.9)

289

(1.6)

Other income /(expenses), net

(302)

0.0

(491)

(0.1)

189

(38.5)

(4,689)

(1.0)

(8,287)

(1.8)

3,598

(43.4)

 

Income before taxes and minority interests

49,204

11.1

36,956

8.3

12,248

33.1

Income taxes

24,261

5.5

17,769

4.0

6,492

36.5

Income before minority interests

24,943

5.6

19,187

4.3

5,756

30.0

Minority interests income

(338)

(0.1)

(103)

(0.0)

(235)

n.s.

Net income

24,605

5.5

19,084

4.3

5,521

28.9

 

First quarter 2003

First quarter net sales amounted to 444 million euro. This was 0.7% lower than in the corresponding period of 2002. Net sales in the casual segment were in line with the first quarter of last year, rising by just 0.6%, while sales in the sports sector were down by 2.8%. This performance partly reflects the sale of the Nordica brand, whose sales contributed to the 2003 statement of income just for the month of January. Sales in the manufacturing sector fell by 8.8%, reflecting the generally depressed nature of the market. Total sales were also hurt by foreign exchange movements, with the trend in currencies such as the dollar lowering turnover by over 3%.

The Group's gross operating income came to 192 million euro, representing 43.2% of sales, compared with 44.9% in the first quarter of 2002. All sectors of the business reported a slight decline in margins, reflecting a number of factors, such as the effect of exchange rate movements and selective price cutting, which had already been introduced towards the end of last year.

Selling, general and administrative expenses amounted to 138 million euro, around 11% lower than in the same period of last year. Advertising and promotion fell back to 5.6% of sales from 6.7% the year before, thanks to a reduction in these costs.

The ratio of payroll costs to sales also improved, falling from 8% to 7.3%. This was chiefly due to the sale of the businesses in the sports segment. These disposals also explained the reduction in other administrative costs, especially depreciation and amortization charges.

Income from operations improved considerably, climbing to 12.1% of sales, compared with 10.1% in the first quarter of 2002.

The net result of foreign exchange management improved because of a more favourable trend in exchange rates over the period.

Net financial charges came down as a percentage of sales, reflecting lower interest rates and a lower level of average net indebtedness.

Net income came to 25 million euro, corresponding to 5.5% of sales, compared with over 19 million euro in the first quarter of 2002, representing 4.3% of sales.

Information by geographic area and business segment - First quarter of 2003

Euro

The

Other

1st quarter

1st quarter

Change

(millions of euro)

area

%

Americas

%

Asia

%

areas

%

2003

2002

%

Casualwear

236

79.5

24

60.2

37

82.4

43

68.8

340

338

0.6

Sportswear and

equipment

39

13.0

16

39.7

7

16.4

15

23.6

77

79

(2.8)

Manufacturing and others

22

7.5

0

0.1

1

1.2

4

7.6

27

30

(8.8)

Total 1st quarter 2003

297

100.0

40

100.0

45

100.0

62

100.0

444

447

(0.7)

Total 1st quarter 2002

292

51

46

58

447

The decrease in sales in the geographic area of "The Americas" was mainly due to the depreciation in the dollar.

Performance by activity. The Group's activities are traditionally divided into three sectors to provide the basis for effective administration and adequate decision-making by Company management, and to supply accurate and relevant information about company performance to financial investors.

The business sectors are as follows:

In previous quarters, the intercompany sales of Olimpias S.p.A. were reported under the "Manufacturing and others" segment. Starting from this quarterly report, they are included in the "Casualwear" segment. This means that the results by sector represent the actual contribution of each individual segment to the consolidated numbers.

Results of the Casualwear sector - First quarter 2003

1st quarter

1st quarter

(millions of euro)

2003

%

2002

%

Change

%

Sector total revenues

340

100.0

338

100.0

2

0.6

Cost of sales

(181)

(53.1)

(176)

(52.1)

(5)

2.7

Gross operating income

159

46.9

162

47.9

(3)

(1.7)

Selling, general and

administrative expenses

(112)

(33.1)

(112)

(33.0)

(0)

0.6

Income from operations

47

13.8

50

14.9

(3)

(6.7)

Sales in the casualwear segment were broadly in line with the corresponding period of 2002, rising by just 0.6%. While there was a big increase in sales volumes, the weaker dollar had an adverse effect on the overall sales result. Sales by directly-managed stores came to 35 million euro.

Gross operating income continued to be adversely affected by the aggressive commercial policy, already introduced last year, and the effect of exchange rate movements, estimated at around 1% of sales.

Selling, general and administrative expenses were broadly in line with the first quarter of 2002. Income from operations fell from 14.9% of sales to 13.8%.

Results of the Sportswear and equipment sector - First quarter 2003

1st quarter

1st quarter

(millions of euro)

2003

%

2002

%

Change

%

Sector total revenues

77

100.0

79

100.0

(2)

(2.8)

Cost of sales

(49)

(64.1)

(49)

(61.9)

(0)

0.6

Gross operating income

28

35.9

30

38.1

(2)

(8.4)

Selling, general and

administrative expenses

(21)

(27.0)

(35)

(43.8)

14

(39.9)

Income from operations

7

8.9

(5)

(5.7)

12

n.s.

The results in the sports segment include just one month's worth of sales by the business relating to the Nordica brand. The decline in sales particularly reflects the impact of exchange rate movements. Gross operating income, totalling 28 million euro, fell as a percentage of sales from 38.1% to 35.9%.

Income from operations chiefly benefited from the absence of trademark amortization following the sale of the related brands to third parties. In fact, it represented 8.9% of sales, compared with 5.7% in the first quarter of 2002 in respect of the loss from operations.

 

Results of the Manufacturing and others sector - First quarter 2003

1st quarter

1st quarter

(millions of euro)

2003

%

2002

%

Change

%

Sector total revenues

27

100.0

30

100.0

(3)

(8.8)

Cost of sales

(22)

(81.3)

(22)

(72.1)

(0)

2.8

Gross operating income

5

18.7

8

27.9

(3)

(38.7)

Selling, general and

administrative expenses

(5)

(17.9)

(8)

(29.7)

3

(44.8)

Income from operations

0

0.8

0

(1.8)

(0)

n.s.

Sales by the manufacturing division to third parties declined from 30 million to 27 million euro, while gross operating income came down from 8 million to 5 million euro.

Consolidated balance sheet reclassified according to financial criteria

(thousands of euro)

Assets

03.31.2003

12.31.2002

03.31.2002

Current assets

Cash and banks

146,287

190,728

129,664

Marketable securities

26,591

26,291

38,797

Differentials on forward transactions

2,132

8,740

4,394

Financial receivables

29,745

71,213

13,045

204,755

296,972

185,900

Accounts receivable

Trade receivables

950,561

866,803

996,145

Other receivables

114,434

125,012

96,191

less - Allowance for doubtful accounts

(73,565)

(72,474)

(66,496)

991,430

919,341

1,025,840

Assets due to be sold

72,707

113,886

-

Inventories

288,088

284,425

342,685

Accrued income and prepaid expenses

20,678

22,009

37,786

381,473

420,320

380,471

Total current assets

1,577,658

1,636,633

1,592,211

Investments and other non-current assets

Equity investments

17,061

2,095

2,149

Securities held as fixed assets

10

10

70,209

Guarantee deposits

15,475

16,233

12,866

Financial receivables

36,130

16,497

8,756

Other non-current receivables

9,005

10,740

7,949

Total investments and other non-current assets

77,681

45,575

101,929

Tangible fixed assets

Real estate

642,179

594,941

594,894

Plant, machinery and equipment

352,552

352,907

379,612

Office furniture, furnishings and electronic equipment

103,403

104,105

96,013

Vehicles and aircraft

37,247

37,605

38,664

Construction in progress and advances for tangible fixed assets

15,696

17,033

13,257

Finance leases

15,027

15,057

17,058

less - Accumulated depreciation

(424,691)

(415,708)

(414,815)

Total tangible fixed assets

741,413

705,940

724,683

 

 

Intangible fixed assets

Licenses, trademarks and industrial patents

26,781

28,897

201,243

Deferred charges

223,739

226,099

250,503

Total intangible fixed assets

250,520

254,996

451,746

TOTAL ASSETS

2,647,272

2,643,144

2,870,569

 

(thousands of euro)

Liabilities and Shareholders' equity

03.31.2003

12.31.2002

03.31.2002

Current liabilities

Bank loans

63,360

32,322

159,674

Short-term loans

1,414

4,668

6,000

Current portion of bonds

-

-

258,228

Current portion of long-term loans

52,817

55,718

7,317

Current portion of lease financing

4,656

4,608

4,656

Accounts payable

302,517

339,804

370,337

Other payables, accrued expenses and deferred income

92,901

96,643

83,342

Reserve for income taxes

18,631

12,248

42,921

Total current liabilities

536,296

546,011

932,475

Long-term liabilities

Bonds

300,000

300,000

-

Long-term loans,

net of current portion

503,244

503,992

556,163

Other long-term liabilities

5,837

2,217

5,357

Lease financing

24,097

25,274

29,037

Reserve for employee termination indemnities

50,423

53,430

52,326

Other reserves

54,538

56,867

19,679

Total long-term liabilities

938,139

941,780

662,562

Minority interests in consolidated subsidiaries

14,540

14,780

15,281

Shareholders' equity

Share Capital

236,026

236,026

236,026

Additional paid-in capital

56,574

56,574

56,574

Surplus from monetary revaluation of assets

22,058

22,058

22,058

Other reserves and retained earnings

826,533

836,393

910,832

Translation differences

(7,499)

(617)

15,677

Net income/(loss) for the period

24,605

(9,861)

19,084

Total Shareholders' equity

1,158,297

1,140,573

1,260,251

 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

2,647,272

2,643,144

2,870,569

Financial situation - highlights

(millions of euro)

03.31.2003

12.31.2002

Change

03.31.2002

Working capital

908

798

110

955

Assets due to be sold

73

114

(41)

-

Total capital employed

1,882

1,768

114

2,031

Net indebtedness

709

613

96

756

Shareholders'equity

1,158

1,141

17

1,260

Minority interests

15

14

1

15

Like at the end of December 2002, the effect of the operation to restructure the sports segment, representing the total realizable value of the assets to be sold, has been shown separately from working capital. The decrease in the balance relative to December 31, 2002 represents the value of the Nordica business, whose sale to third parties was completed at the end of January.

Working capital is higher than at the end of December 2002 due to the cyclical nature of the various businesses; the change compared with March 31, 2002 amounts to around 47 million euro, reflecting decreases of 53 million euro in trade receivables and 58 million euro in accounts payable forming part of working capital; inventories are over 54 million euro lower.

The change in total capital employed compared with December 31, 2002 is partly explained by the trend in working capital, but above all by the combined effect of the following factors:

The financial position compared to December 31, 2002 and March 31, 2002, is shown below:

(millions of euro)

03.31.2003

12.31.2002

03.31.2002

Financial liabilities:

- within 12 months

122

97

436

- beyond 12 months

828

831

585

Securities held as financial fixed assets

-

-

(70)

Other securities

(27)

(27)

(39)

Other financial fixed assets:

- within 12 months

(178)

(271)

(147)

- beyond 12 months

(36)

(17)

(9)

Net indebtedness

709

613

756

The Group's net indebtedness at period end amounted to 709 million euro. This figure is usually higher than at the end of the prior year for cyclical reasons. Compared with previous period ends, and in particular the first quarter of 2002, the Group's financial liabilities reflect the effect of the maturity of a bond in July 2002 and the parallel issue of a new bond, helping extend the average duration of its debt. Financial assets were affected by the sale of all investment securities, while short-term financial receivables due from others were higher.

Summary statement of cash flows

1st quarter

1st quarter

Year

(millions of euro)

2003

2002

2002

Self-financing

76

75

349

Change in working capital

(95)

(139)

8

Sale of investments

-

-

3

Net operating and financial investments

(75)

(49)

(163)

Payment of dividends

-

-

(75)

Payment of taxes

(5)

(2)

(112)

Net financial (requirements)/surplus

(99)

(115)

10

Self-financing generated by the Group amounted to 76 million euro, compared with 75 million euro in the first quarter of 2002. Compared with the prior period, financial requirements were lower despite the impact of higher investments in the quarter, thanks to the decrease in working capital.

Corporate information

Headquarters

Benetton Group S.p.A.

Villa Minelli

31050 Ponzano Veneto (Treviso) - Italy

Tel. +39 0422 519111

Legal data

Share Capital: Euro 236,026,454.30 fully paid-in

R.E.A. (register of commerce) no. 84146

Tax ID/Treviso company register: 00193320264

Media & communication department

E-mail: info@benetton.it

Tel. +39 0422 519036

Fax +39 0422 519930

Investor relations

E-mail: invrel@benetton.it

Tel. +39 0422 519412

Fax +39 0422 519740

TV Conference +39 0422 510623/24/25

To obtain a copy of the First quarter report: www.benetton.com