LensCrafters 2005 Annual Report Download - page 122

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS | 121 <
The following unaudited proforma information for the years ended December 31, 2003 and 2004
summarizes the results of operations as if the acquisition of Cole had been completed on January 1,
2003 and includes certain pro forma adjustments such as additional amortization expense attributable
to identifiable intangibles:
In thousands of Euro, except per share data - Unaudited 2003 2004
Net sales 3,901,288 4,027,057
Income from operations 417,598 488,223
Net income 251,605 276,212
No. of shares (thousands) - Basic 448,664 448,275
No. of shares (thousands) - Diluted 450,202 450,361
Earnings per share (Euro) - Basic 0.56 0.62
Earnings per share (Euro) - Diluted 0.56 0.61
This pro forma financial information is presented for informational purposes only and is not necessarily
indicative of the results of operations that would have been achieved had the acquisition taken place on
January 1, 2003.
On October 17, 2004, Cole caused its subsidiary to purchase Euro 122.2 million (US$ 150 million) of its
outstanding 8 7/8% Senior Subordinated Notes due 2012 in a tender offer and consent solicitation for
Euro 143 million (US$ 175.5 million), which amount represented all of the issued and outstanding notes
of such series. On November 30, 2004, Cole redeemed all of its outstanding 8 5/8% Senior
Subordinated Notes due 2007 for Euro 103.0 million (US$ 126.4 million).
e) Other acquisitions and establishments
• In 2003, Luxottica Holland B.V., a wholly-owned subsidiary, acquired the remaining interest in Mirari
Japan, a wholesale distributor, for aggregate cash consideration of Euro 18 million. The acquisition
has been accounted for as a step acquisition and the Company has recorded goodwill of
approximately Euro 16.9 million in connection therewith.
• In April 2005, the Company purchased 26 stores from SunShade Holding Corporation and Hao’s
International. The acquisition was accounted for under SFAS 141 and, accordingly, the purchase
price of Euro 11.1 million has been allocated to the fair market value of the assets and liabilities of
the company as defined by the asset purchase agreement. All valuations of net assets including but
not limited to fixed assets and inventory have not been completed and are subject to change during
2006. Estimated preliminary goodwill for an amount of Euro 8.5 million over net assets acquired has
been recorded in the accompanying Consolidated Balance Sheets. No pro forma financial
information is presented, as the acquisition was not material to the Company’s Consolidated
Financial Statements.
• In September 2005, the Company purchased 27 stores in Canada. The acquisition was accounted
for under SFAS 141 and, accordingly, the purchase price of Euro 13.8 million has been preliminarily
allocated to the fair market value of the assets and liabilities of the company as defined by the asset
purchase agreement. All valuations of net assets including but not limited to fixed assets and
inventory have not been completed and are subject to change during 2006. Estimated goodwill for
an amount of Euro 12.8 million over net assets acquired has been recorded in the accompanying
Consolidated Balance Sheets. No pro forma financial information is presented, as the acquisition
was not material to the Company’s Consolidated Financial Statements. The acquisition was made
as result of the Company’s strategy to continue expansion of its retail business in North America.