6-K 1 fila6k_7-30.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 July 2003 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 Balance Sheets as of June 30, 2003 (unaudited), December 31, 2002 and June 30, 2002 (unaudited); 2. Statements of Operations for the three months ended June 30, 2003 (unaudited) and June 30, 2002 (unaudited) and for the six months ended June 30, 2003 (unaudited) and June 30, 2002 (unaudited); 3. Condensed Statements of Cash Flows for the six months ended June 30, 2003 (unaudited) and June 30, 2002 (unaudited); 4. Condensed Statement of Changes in Shareholders' Equity for the period from December 31, 2002 through June 30, 2003 (unaudited); 5. Notes to the Financial Statements; 6. Management's Discussion and Analysis of Results of Operations and Financial Condition; 7. Press Release dated July 30, 2003. 1) FILA HOLDING S.p.A. CONDENSED BALANCE SHEETS As of June 30, 2003 (Unaudited), December 31, 2002 and June 30, 2002 (Unaudited) June 30, December 31, 2002 June 30, 2003 2002 ----------------- --------------- -------------- ASSETS (in thousands of Euro) Current assets: Cash and cash equivalents 5,615 69 6,396 Trade receivables 881 - - Trade receivables from subsidiaries - 17,960 11,677 Short-term loans to related parties 27,500 - - Short-term loans from subsidiaries - 328,979 361,036 Other current assets 17,455 12,393 14,849 ----------------- --------------- -------------- Total current assets 51,451 359,401 393,958 Equity investments in subsidiaries - 57,834 18,988 Long-term loans from subsidiaries - - 13,375 Property, plant and equipment, net 13 23 30 Other intangible assets, net of accumulated amortization 9 10 9 Other assets 233 805 2,469 ----------------- --------------- -------------- Total assets 51,706 418,073 428,829 ================= =============== ============== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Bank borrowings - 59,962 58,748 Short-term debt - 53,207 53,207 Short-term debt from related parties - 36,817 121,669 Short-term debt from subsidiaries - 47,340 35,867 Trade payables 7,211 2,808 3,490 Trade payables from subsidiaries - 46 93 Other current liabilities 1,718 2,504 1,966 ----------------- --------------- -------------- Total current liabilities 8,929 202,684 275,040 Termination indemnities - 355 428 Other allowances - 94,324 122,806 Shareholders' equity Share capital 96,511,312 shares authorized, issued and outstanding at June 30, 2003 par value Euro 1.00 96,511 96,489 79,444 Additional paid in capital 39,574 39,561 104,708 Accumulated deficit (93,308) (15,340) (153,597) ----------------- --------------- -------------- Total shareholders' equity 42,777 120,710 30,555 ----------------- --------------- -------------- Total liabilities and shareholders' equity 51,706 418,073 428,829 ================= =============== ==============

2) FILA HOLDING S.p.A. STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS FOR THE SIX MONTHS ENDED JUNE 30, ENDED JUNE 30, 2003 2002 2003 2002 ----------------- --------------- ------------- --------------- (in thousands of Euro, except for earnings per share) Net revenues: Net direct sales - - - - Royalty income - - - - Other revenues - - - - - - - - ----------------- --------------- ------------- --------------- Cost of sales - - - - ----------------- --------------- ------------- --------------- Gross profit - - - - General and administrative expenses 5,413 480 5,925 1,028 ----------------- --------------- ------------- --------------- Loss from operation (5,413) (480) (5,925) (1,028) Other income (expense): Interest income 1,919 3,698 5,102 7,348 Interest expense (1,236) (2,879) (3,657) (5,356) Foreign exchange (losses) incomes 16,741 (533) 16,613 (442) Loss on equity investments in subsidiaries (68,767) (66,593) (68,767) (66,593) Forgiveness of receivable from subsidiaries (20,000) - (20,000) - Other expenses, net (444) (172) (654) (306) ----------------- --------------- ------------- --------------- (71,787) (66,479) (71,363) (65,349) ----------------- --------------- ------------- --------------- Loss before income taxes (77,200) (66,959) (77,288) (66,377) Income taxes 580 189 680 283 ----------------- --------------- ------------- --------------- Net loss (77,780) (67,148) (77,968) (66,660) ================= =============== ============= =============== Loss per share -0.81 -2.20 -0.81 -2.18 Average number of ordinary shares outstanding (1) 96,511,312 30,555,206 96,497,325 30,555,206 (1) Average number of ordinary shares outstanding in 2002 have been restated to reflect the reverse stock split in accordance with the Shareholders' meeting resolution dated September 23, 2002.

3) FILA HOLDING S.p.A. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2003 2002 ------------------ ------------------ (in thousands of Euro) Cash Flows from Operating Activities: Net loss (77,968) (66,660) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2 11 Loss on disposal of equity investments in subsidiaries 68,767 - Impairment loss on equity investments in subsidiaries - 66,107 Impairment loss on Hdp Net - 486 Forgiveness of receivable from subsidiaries 20,000 - Changes in operating assets and liabilities Accounts receivable 17,079 456 Trade payables 4,357 1,110 Other-net (6,594) (5,931) ------------------ ------------------ Net cash provided by (used in) operating activities 25,643 (4,421) Cash Flows from Investing Activities: Proceeds from disposals of property, plant and equipment 9 18 Proceeds from disposals of equity investments in subsidiaries 82,200 - Additions to equity investments (104,294) (10,576) Net cash used in investing activities (22,085) (10,558) Cash Flows from Financing Activities: Payments on short-term debt (53,207) - Net change on short-term debt from related parties (64,317) 45,114 Net change in short-term debt from subsidiaries (18,915) (29,483) Net change in short-term borrowings (59,962) 5,663 Proceeds from forgiveness of notes receivable 198,354 - Proceeds from ordinary shares issuance 35 - ------------------ ------------------ Net cash provided by financing activities 1,988 21,294 Net increase in cash and cash equivalents 5,546 6,315 Cash and cash equivalents at beginning of year 69 81 ------------------ ------------------ Cash and cash equivalents at end of the period 5,615 6,396 ================== ==================

4) FILA HOLDING S.p.a. CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE PERIOD FROM DECEMBER 31, 2002 THROUGH JUNE 30, 2003 (UNAUDITED) Additional Other Share paid in accumulated Capital Capital deficit Total --------- --------- ------------ ---------- (in thousands of Euro) BALANCE AT DECEMBER 31, 2002 96,489 39,561 (15,340) 120,710 Issuance of 21,704 ordinary shares 22 13 35 Net loss for the period (77,968) (77,968) --------- --------- ---------- ---------- BALANCE AT JUNE 30, 2003 96,511 39,574 (93,308) 42,777 ========= ========= ========== ========== 5. NOTES TO THE FINANCIAL STATEMENTS --------------------------------- The accompanying condensed financial statements as of June 30, 2003 and June 30, 2002 have been prepared by Fila Holding S.p.A. 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 financial statements for the year ended December 31, 2002 and the notes thereto. Fila's results of operations for the three months ended June 30, 2003 are not necessarily indicative of its operating results for the full year. Fila's condensed 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 Holding's financial statements for the year ended December 31, 2002 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 SG&A expenses for the quarter totaled (euro)5.4 million compared to (euro)0.5 million in the same quarter of the previous year, mainly due to higher legal and consulting costs for the sale process and the valuation of the tender offer by RCS MediaGroup for the remainder of Fila Holding's outstanding shares and ADSs. Loss from operations consists only of SG&A expenses because the Company does not have Revenues or Cost of Good sold. Extraordinary expenses for the second quarter 2003 totaled (euro) 71.8 million compared to (euro) 66.5 million in the same period of last year and they mainly consist of: ? Sale of equity investment of (euro) 68.8 million; ? losses for forgiveness of receivables from Fila Nederland of (euro) 20.0 million; ? foreign exchange income on hedging on the sale process of (euro) 16.7 million. Income taxes for the first quarter of 2003 were (euro) 0.6 million compared to (euro) 0.2 million in the corresponding quarter of 2002. Net loss for the quarter was (euro) 77.8 million compared with (euro) 67.1 million in the second quarter of 2002. LIQUIDITY AND CAPITAL RESOURCES Working capital. Net working capital as of June 30th, 2003 was (euro)9.4 million compared with (euro)21.0 million as of June 30th, 2002 (a 55% decrease). Equity investments, after the sale of all the operating subsidiaries, were down to zero, from (euro)20.7 million as of June 30th, 2003 and (euro)151.0 million as of May 31, 2003. Net financial position as of June 30th, 2003 was positive for (euro)33.1 million compared with (euro)111.3 million as of June 30th, 2002. For More Information, Contact: Fila Holding S.p.A. Investor Relations Office: Elena Carrera +39 015 3506 246 FILA HOLDING S.p.A. ANNOUNCES SECOND QUARTER 2003 RESULTS (Biella, Italy, July 30th, 2003) - Fila Holding S.p.A. (NYSE:FLH) today reported its unaudited results for the second quarter ended June 30, 2003. On June 10, 2003 Fila Holding S.p.A., which is owned for 91% by RCS MediaGroup, sold all its operating subsidiaries to Sport Brands International LLC, as previously announced. As a consequence, the results described below relate only to the remaining entity Fila Holding S.p.A. (previously the Group's holding Company) and have been compared with non consolidated data of the company for the same periods of 2002. Net Loss -------- In U.S. dollars, second quarter 2003 net loss was U.S.$ 88.4 million compared with a net loss of U.S.$ 61.7 million in the second quarter of 2002. On a per ADS/per ordinary share basis, net loss was U.S.$0.92 per ADS/share in the second quarter of 2003 compared with U.S. $2.02 per ADS/share in the same period of 2002. The average number of shares outstanding for the three months ended June 30, 2003 and 2002 were 96,511,312 and 30,555,206 respectively. The U.S. dollar depreciated by 24% against the Euro on a quarterly average basis; the average exchange rate was (euro) 1= U.S.$ 1.137 in the second quarter of 2003 and (euro) 1= U.S.$ 0.919 in the corresponding quarter of 2002. Income statement review ----------------------- As a consequence of the sale of all its operating activities, the company has no revenues and no cost of good sold, so the operating result both for the quarter and the first half consisted only of SG&A expenses. SG&A expenses for the second quarter 2003 totaled (euro)5.4 million ((euro)5.9 million in the first half) compared to (euro)0.5 million (or (euro)1.0 million in the first half) in the previous year; this increase was mainly due to higher legal and consulting costs for the sale process and the valuation of the tender offer by RCS MediaGroup for the remainder of Fila Holding's outstanding shares and ADSs. Other expenses were (euro)71.8 million and (euro)71.4 million for the second quarter and the first half of 2003 respectively compared with (euro)66.5 million in the corresponding quarter of last year and (euro)65.3 million for the first half of 2002. Extraordinary expenses for the second quarter of 2003 were mainly due to the sale of the equity investment of (euro)68.8 million and to losses for forgiveness of receivables to Fila Nederland of (euro)20.0 million. Foreign exchange income was (euro)16.7 million due to hedging on the sale process. Net interest was positive for (euro)0.7 million in the second quarter of 2003 ((euro)1.4 million in the first half) compared to (euro)0.8 million in the second quarter of 2002 ((euro)2.0 million in the first half of 2002). Income taxes for the quarter were (euro)0.6 million compared to (euro)0.2 million in the second quarter of last year. As a consequence of the above mentioned factors, net loss for the quarter was (euro)77.8 million compared with (euro)67.1 million in the second quarter of 2002. Balance sheet review -------------------- Net working capital as of June 30th, 2003 was (euro)9.4 million compared with (euro)21.0 million as of June 30th, 2002 (a 55% decrease). Equity investments, after the sale of all the operating subsidiaries, were down to zero, from (euro)20.7 million as of June 30th, 2003 and (euro)151.0 million as of May 31, 2003. Net financial position as of June 30th, 2003 was positive for (euro)33.1 million compared with (euro)111.3 million as of June 30th, 2002 and to a net financial indebtedness of (euro)42.6 million as of May 31, 2003. At a meeting held today, Fila's Board of Directors resolved to call a general shareholders meeting on October 24, 2003. The purpose of the shareholders meeting will be to consider the actions to be taken to carryforward the losses as of June 30, 2003. BALANCE SHEET SUMMARY -------------------------------------------------------------------------------- Euro million June 30, 2003 June 30, 2002 ------------ ------------- ------------- (unaudited) (unaudited) Trade receivables 0.9 11.7 Other current assets 17.5 14.8 Accounts payable (8.9) (5.5) Working Capital * 9.4 21.0 Net fixed and non current assets 0.3 21.5 --- ---- TOTAL NET ASSETS 9.7 42.5 Net Financial Indebtedness (credit) (33.1) (111.3) Provision and Other Liabilities - 123.2 Shareholders' Equity 42.8 30.6 ---- ---- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 9.7 42.5 -------------------------------------------------------------------------------- * Excluding cash and short term loans. Figures may not add due to rounding. KEY FIGURES IN U.S. DOLLARS for the second quarter ended June 30, 2003. We publish our financial statements in Euro. For convenience, however, certain key results are presented herein as translated into U.S. dollars at the average exchange rates in effect for the respective periods. -------------------------------------------------------------------------------------------------------------- SECOND QUARTER SIX MONTHS ended June 30 ended June 30 (unaudited) (unaudited) 2003 2002 2003 2002 ---- ---- ---- ---- Net Loss (U.S.$/million) (88.4) (61.7) (86.2) (59.9) Net Loss per ADS (*) (0.92) (2.02) (0.89) (1.96) (U.S.$/ADS) Average Number of Ordinary Shares/ ADSs outstanding: 96,511,312 30,555,206 96,497,325 30,555,206 Average exchange rate 1.137 0.919 1.105 0.898 (U.S. dollars per Euro) -------------------------------------------------------------------------------------------------------------- * Losses per ADS were calculated by dividing Net Loss by the number of ADSs outstanding during the period (each ADS representing 1 ordinary share).

FOR THE THREE MONTHS FOR THE SIX MONTHS ENDED JUNE 30 ENDED JUNE 30 2003 2002 2003 2002 ------------ ------------ ------------ ------------ (in thousands of Euro, except for earnings per share) Net revenues: Net direct sales - - - - Royalty income - - - - Other revenues - - - - ------------ ------------ ------------ ------------ - - - - Cost of sales - - - - ------------ ------------ ------------ ------------ Gross profit - - - - General and administrative expenses 5,413 480 5,925 1,028 ------------ ------------ ------------ ------------ Loss from operations (5,413) (480) (5,925) (1,028) Other income (expense): Interest income 1,919 3,698 5,102 7,348 Interest expense (1,236) (2,879) (3,657) (5,356) Foreign exchange (losses) incomes 16,741 (533) 16,613 (442) Loss on equity investments in subsidiaries (68,767) (66,593) (68,767) (66,593) Forgiveness of receivable from subsidiaries (20,000) - (20,000) - Other expense, net (444) (172) (654) (306) ------------ ------------ ------------ ------------ (71,787) (66,479) (71,363) (65,349) ------------ ------------ ------------ ------------ Loss before income taxes (77,200) (66,969) (77,288) (66,377) Income taxes 580 189 680 283 ------------ ------------ ------------ ------------ Net loss (77,780) (67,148) (77,968) (66,660) ============ ============ ============ ============ Loss per share -0.81 -2.20 -0.81 -2.18 Average number of ordinary shares outstanding (1) 96,511,312 30,555,206 96,497,325 30,555,206

(1) Average number of ordinary shares outstanding in 2002 have been restated to reflect the reverse stock split in accordance with the Shareholders' meeting resolution dated September 23, 2002. 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: July 30, 2003 FILA HOLDING S.p.A. by /s/ Marco Isaia ---------------- Marco Isaia Managing Director

FILA HOLDING SPA 6-K