6-K 1 fila6k_11-07a.txt FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 for the month of November 2002 FILA HOLDING S.p.A. ------------------- (Translation of registrant's name into English) Viale Cesare Battisti 26 13900 Biella, Italy (Address of principal executive offices) (Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.) 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 INDEX 1. Condensed Consolidated Balance Sheets as of September 30, 2002 (unaudited), December 31, 2001 and September 30, 2001 (unaudited); 2. Consolidated Statements of Operations for the three months ended September 30, 2002 (unaudited) and September 30, 2001 (unaudited) and for the nine months ended September 30, 2002 (unaudited) and September 30, 2001 (unaudited) 3. Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2002 (unaudited) and September 30, 2001 (unaudited); 4. Condensed Consolidated Statement of Changes in Shareholders' Equity for the period from December 31, 2001 through September 30, 2002 (unaudited); 5. Notes to the Consolidated Financial Statements; 6. Management's Discussion and Analysis of Results of Operations and Financial Condition; 7. Press Release dated November 6, 2002. 1) FILA HOLDING S.p.A. CONDENSED CONSOLIDATED BALANCE SHEETS As of September 30, 2002 (Unaudited), December 31, 2001 and September 30, 2001 (Unaudited) September 30, December 31, September 30, 2002 2001 2001 ------------------------------------------------- ASSETS (in thousands of Euro) Current assets: Cash and cash equivalents 37,152 36,697 29,508 Restricted bank deposit 58,637 - - Trade receivables, net of allowance for doubtful accounts of Euro 29,523 at September 30, 2002, Euro 28,562 at December 31, 2001 and Euro 25,715 at September 30, 2001 203,977 202,555 259,165 Inventories 176,331 234,953 240,141 Other current assets 73,411 93,937 90,190 -------- -------- --------- Total current assets 549,508 568,142 619,004 Property, plant and equipment, net 100,166 113,661 114,160 Goodwill, net of accumulated amortization - 15,628 16,087 Other intangible assets, net of accumulated amortization 17,322 15,135 15,682 Deferred income taxes 6,854 7,102 6,668 Other assets 8,191 12,292 15,918 -------- -------- --------- Total assets 682,041 731,960 787,519 ======== ======== ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Bank borrowings 184,612 223,018 219,893 Short-term debt and current portion of long-term debt 91,568 84,589 125,071 Short-term debt from related parties 142,527 76,555 47,487 Trade payables 136,648 139,774 139,699 Other current liabilities 84,245 89,937 89,666 -------- -------- --------- Total current liabilities 639,600 613,873 621,816 Termination indemnities 7,460 6,848 6,828 Long-term debt, less current portion 3,949 12,376 12,724 Minority interests 2,232 2,422 2,213 Other non-current liabilities 7,715 7,853 7,637 Shareholders' equity Share capital 30,555,206 shares authorized, issued and outstanding at September 30, 2002, par value Euro 1.00 per share 30,555 79,444 79,444 Additional paid in capital - 104,708 104,708 Accumulated deficit (30,769) (120,938) (68,841) Foreign currency translation adjustments 21,299 24,523 20,139 Revaluation reserve - 851 851 -------- -------- --------- Total shareholders' equity 21,085 88,588 136,301 -------- -------- --------- Total liabilities and shareholders' equity 682,041 731,960 787,519 ======== ======== =========

2) FILA HOLDING S.p.A. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS FOR THE NINE MONTHS ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, 2002 2001 2002 2001 ---- ---- ---- ---- (in thousands of Euro, except for earnings per share) Net revenues: Net direct sales 257,272 278,926 703,025 729,421 Royalty income 5,553 5,485 17,832 16,991 Other revenues 1,492 2,262 8,072 7,167 ---------- ---------- ---------- ---------- 264,317 286,673 728,929 753,579 Cost of sales 163,240 186,766 454,844 479,151 ---------- ---------- ---------- ---------- Gross profit 101,077 99,907 274,085 274,428 Selling, general and administrative expenses 83,399 102,132 258,781 298,773 ---------- ---------- ---------- ---------- Income (loss) from operations 17,678 (2,225) 15,304 (24,345) Other income (expense): Interest income 442 260 1,491 1,861 Interest expense (5,947) (6,791) (18,405) (23,215) Foreign exchange losses (4,504) (2,698) (24,917) (3,489) Other expense, net (83) (15,391) (22,248) (20,734) ---------- ---------- ---------- ---------- (10,092) (24,620) (64,079) (45,577) ---------- ---------- ---------- ---------- Income (loss) before income taxes 7,586 (26,845) (48,775) (69,922) Income taxes expense 4,810 8,889 15,504 17,698 ---------- ---------- ---------- ---------- Net income (loss) 2,776 (35,734) (64,279) (87,620) ========== ========== ========== ========== Income (loss) per share (in Euro) 0.09 -1.44 -2.10 -4.99 average number of ordinary shares outstanding (1): 30,555,206 24,782,842 30,555,206 17,560,006 (1) reflecting the reverse stock split in accordance with the Shareholders' meeting resolution dated September 23, 2002

3) FILA HOLDING S.p.A. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 2001 ------------------------------------- (in thousands of Euro) Cash Flows from Operating Activities: Net loss (64,279) (87,620) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 17,394 20,249 Write-off of Goodwill Fila UK Ltd. 14,709 - Deferred income taxes (2,075) 1,265 Unrealized foreign currency transaction loss 203 6,956 Impairment loss on Hdp Net 486 - Provision for termination indemnities 1,534 1,305 Provision for doubtful accounts 7,158 8,635 Changes in operating assets and liabilities Accounts receivable (12,889) (54,477) Inventories 40,074 (9,042) Taxes receivable (815) (3,890) Trade payables 11,150 32,188 Income taxes payable (2,701) 246 Other-net 11,894 14,727 -------- -------- Net cash provided by (used in) operating activities 21,843 (69,458) Cash Flows from Investing Activities: Proceeds from disposals of property, plant and equipment 481 1,043 Proceeds from disposals of Hdp Net investment 1,664 - Additions to property, plant and equipment (6,520) (16,188) Additions to intangible assets (6,956) (10,029) -------- -------- Net cash used in investing activities (11,331) (25,174) Cash Flows from Financing Activities: Proceeds from issuance of share capital - 146,665 Payments on short-term debt (482) (37,196) Deposits on restricted bank accounts as a guarantee for (58,637) - credit lines Payments on short-term debt to related parties - (60,986) Proceeds from short-term debt from related parties 65,972 Net change in short-term bank borrowings (18,066) 39,295 -------- -------- Net cash (used in) provided by financing activities (11,213) 87,778 Effect of exchange rates on cash and cash equivalents 1,156 (1,812) -------- -------- Net increase (decrease) in cash and cash equivalents 455 (8,666) Cash and cash equivalents at beginning of year 36,697 38,174 -------- -------- Cash and cash equivalents at end of the period 37,152 29,508 -------- --------

4) FILA HOLDING S.p.A. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE PERIOD FROM DECEMBER 31, 2001 THROUGH SEPTEMBER 30, 2002 (UNAUDITED) Retained earnings ----------------- Other Reserve Foreign Additional retained for purchase currency Share paid in earnings of treasury translation Revaluation Capital Capital (deficit) Stock adjustments Reserves Total --------- ---------- --------- ------------ ----------- ----------- ----- (in thousands of Euro) BALANCE AT DECEMBER 31, 2001 79,444 104,708 (121,782) 844 24,523 851 88,588 Change in reserve of treasury stock 595 (595) 0 Translation adjustments (3,224) (3,224) Net loss for the period (64,279) (64,279) Utilization of revaluation reserves for coverage of losses (1) 851 (851) 0 Utilization of additional paid in capital for coverage of losses (2) (104,708) 104,708 0 Decrease of share capital for coverage of losses (2) (48,889) 48,889 0 0 -------- -------- -------- ----- -------- ------ -------- BALANCE AT SEPTEMBER 30, 2002 30,555 0 (31,018) 249 21,299 0 21,085 ======== ======== ======== ===== ======== ====== ======== (1) In accordance with the Shareholders' meeting resolution dated April 22, 2002 (2) In accordance with the Shareholders' meeting resolution dated September 23, 2002

5. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The accompanying condensed consolidated financial statements as of September 30, 2002 and September 30, 2001 have been prepared by Fila Holding S.p.A. ("Fila") and are unaudited. However, in the opinion of management, all adjustments necessary for a fair presentation of Fila's financial position at those dates, and its results of operations and cash flows for those periods, have been made. These financial statements should be read in conjunction with Fila's audited consolidated financial statements for the year ended December 31, 2001 and the notes thereto. Fila's results of operations for the three months ended September 30, 2002 are not necessarily indicative of its operating results for the full year. Fila's condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in Italy ("Italian GAAP"), which differ in certain respects from accounting principles generally accepted in the United States ("U.S. GAAP"). Fila's consolidated financial statements for the year ended December 31, 2001 include a discussion of the principal differences between Italian GAAP and U.S. GAAP. 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS Total Net Revenues. For the third quarter of 2002, Fila's total net revenues (consisting of net direct sales of products, royalty income and other revenues) were (euro) 264.3 million, down 8% from (euro) 286.7 million in the corresponding period of 2001. In particular, net direct sales were down by 8% to (euro) 257.3 million, royalty income increased by 1% to (euro) 5.6 million, and other revenues were (euro) 1.5 million. Converted into U.S. dollars, at the average exchange rate of(euro)1.00= U.S.$ 0.984 for the quarter ended September 30th 2002 and(euro)1.00= U.S.$ 0.891 for the corresponding 2001 period, Fila's third quarter 2002 net direct sales were U.S.$ 260.1 million compared with U.S.$ 255.4 million in the same period of the previous year. In addition to the exchange rate, net direct sales have been impacted by the reduced business of several subsidiaries that are being discontinued. In the third quarter of 2002, net direct sales of apparel increased by 4% to (euro) 159.6 million compared with the same 2001 period and footwear decreased by 22% to (euro) 97.7 million. Sales in Europe decreased by 22% to (euro) 89.6 million, with apparel down by 3% and footwear down by 30%. U.S. sales (in Euro) increased by 19% compared with the same period of 2001 (or increased by 31% in U.S. Dollar terms), with apparel sales increasing by 36% to (euro) 67.0 million and footwear sales decreasing by 4% to (euro) 34.9 million. With regards to sales in the Rest of the World, the Korean market recorded a good performance (+11% in local currency in the quarter), but as a whole, sales of this area were down by 16%, affected by the discontinuation of the Australian and Brazilian subsidiaries and the sales decrease in Latin America. In the third quarter of 2002, gross profit was (euro) 101.1 million compared with (euro) 99.9 million in the corresponding 2001 period and representing 38.2% of total net revenues compared to 34.9% in the third quarter of 2001. The higher profitability came mainly from Korea and the United States (both Enyce and Fila brands), although both results were affected by currency depreciation, and from a lower incidence of obsolete sales. SG&A expenses for the quarter totaled (euro) 83.4 million (representing 31.6% of net revenues), down by 18% versus (euro) 102.1 million (or 35.6% of net revenues) in the previous year. The incidence of fixed costs on total net revenues decreased to only 28.2%. As a consequence of the above mentioned factors, income from operations in the quarter was (euro) 17.7 million compared with an operating loss of (euro) 2.2 million in the second quarter of 2001. Other expenses for the quarter were (euro)10.1 million compared with (euro)24.6 million for the corresponding quarter of last year, when other expenses included provisions for high extraordinary costs. Net income before income taxes in the third quarter of 2002 was (euro) 7.6 million compared with a loss of (euro) 26.8 million in the same quarter of 2001. Income taxes were (euro)4.8 million compared with (euro)8.9 million in the corresponding quarter of 2001; income taxes were related to Korea and Fila USA (for Enyce) and to the write-off of a deferred tax asset in Fila Deutschland. Net income for the quarter was (euro) 2.8 million compared with a net loss of (euro) 35.7 million in the third quarter of 2001. LIQUIDITY AND CAPITAL RESOURCES Working capital. Net working capital as of September 30th, 2002 was (euro)232.8 million compared with (euro)360.1 million as of September 30th, 2001 (a 35% decrease). As a result, the working capital turnover ratio went from 35.7% in September 2001 to 23.9% in September 2002. Inventory as of September 30th, 2002 was (euro)176.3 million, compared with (euro)240.1 million as of September 30th, 2001. Trade receivables as of September 30th, 2002 were (euro)204.0 million compared with (euro)259.2 million in the prior year. Net working capital items have been positively impacted by the discontinuation process of some subsidiaries started already some months ago. Capital expenditures for the first nine months of the year were (euro) 13.5 million mainly related to investments in Business to Business project and SAP implementation. Financial indebtedness. As of September 30th, 2002, net financial debt was (euro) 326.9 million compared with (euro) 375.7 million as of September 30th, 2001. Fila's results for the third quarter and its financial statements as of September 30, 2002 do not reflect the effect of the share capital increase in progress. 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. Dated: FILA HOLDING S.p.A. by Marco Isaia Managing Director 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. Dated: November 7, 2002 FILA HOLDING S.p.A. By: /s/ Marco Isaia ----------------------- Marco Isaia Chief Executive Officer

FILA HOLDING SPA 6-K