CONFORMED
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 March 2005 Commission File Number 1-11854
NATUZZI S.p.A.
(Translation of Registrant's name into English)
Via Iazzitiello 47
70029 Santeramo, Italy
(Address of principal office)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
(Check One) 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 information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
(Check One) Yes No X
--- ---
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b). 82- .)
Natuzzi's Board of Directors Approves Fourth-Quarter and
Full Year 2004 Financial Results
SANTERAMO IN COLLE, BARI, Italy--(BUSINESS WIRE)--March 30,
2005--Natuzzi S.p.A. (NYSE: NTZ):
-- Annual unit sales slightly increased by 0.4%
-- Earnings per share decreased 50.7% to EUR 0.34 in 2004
-- Full year 2004 cash flow from operations increased by 92.6
percent to EUR 75.3 million
-- Annual dividend of EUR 0.07 per ADR or Ordinary Share
proposed
The Board of Directors of Natuzzi S.p.A. (NYSE: NTZ) ('Natuzzi' or
'the Company'), the world's leading manufacturer of
leather-upholstered furniture, today announces the approval of the
financial results for the fourth quarter and fiscal year ended
December 31, 2004 and proposes annual dividend of EUR 0.07 per ADR or
ordinary share.
NET SALES
Natuzzi's fourth-quarter 2004 net sales were EUR 193.6 million or
$ 251.5 million, down 7.6 percent from EUR 209.6 million, or $ 249.4
million, reported in the prior year's fourth quarter. During the same
period, seats sold decreased 7.8 percent. Annual net sales decreased
2.1 percent over 2003 to EUR 753.4 million, or $ 937.1 million, while
seats sold slightly increased by 0.4 percent.
In fourth-quarter 2004, net upholstery sales decreased 8.0 percent
to EUR 167.9 million or $ 218.1 million as compared to fourth-quarter
2003, while other sales (principally living-room accessories and raw
materials) decreased 5.2 percent to EUR 25.7 million, or $ 33.4
million.
In the last quarter of 2004, upholstery sales in the Americas were
EUR 54.2 million, or $ 70.4, a 31.7 percent decrease over the
comparable prior year quarter. During the same period, upholstery
sales in Europe increased 10.8 percent to EUR 101.6, or $ 132.0
million. In the Rest of the World upholstery sales increased 6.1
percent over 2003 fourth-quarter to EUR 12.1 million, or $ 15.7
million.
In the fourth quarter 2004 total net sales to Divani & Divani by
Natuzzi, Natuzzi and Kingdom of Leather stores increased 38.2 percent
at EUR 40.9 million, or $ 53.1 million. During the same quarter, 7 new
stores were opened: one in Portugal, UK, Denmark, and United States,
and three in China, while one store was closed in Italy and another
one in Spain. Therefore, the total number of stores at the end of 2004
was 138 in Italy and 129 outside Italy. In 2004 we opened 176 new
galleries, bringing the total number of galleries to 525.
Fourth-quarter 2004 leather-upholstered furniture sales were EUR
138.5 million, or $ 179.9 million, 7.4 percent down with respect to
last year's comparable quarter, while during the same period fabric-
upholstered sales decreased 10.9 percent to EUR 29.4 million, or $
38.2 million.
Fourth-quarter 2004 net sales of Natuzzi-branded furniture, that
accounted for 73.4% of total upholstery net sales, were EUR 123.2
million, or $ 160.0 million, down 13.7 percent as compared to prior
year's fourth quarter. During the same period, net sales of Italsofa
furniture were EUR 44.7 million, or $ 58.1 million, up 12.3 percent
from EUR 39.8 million, or $ 47.4 million, reported in the previous
year quarter.
Pasquale Natuzzi, Chairman and Chief Executive Officer, commented:
"Unfavorable currency conditions and the persistent pricing pressure
affecting the US market in particular, generated a decrease in
furniture demand for our Company, which turned into lower orders and
sales during the entire fourth quarter".
GROSS PROFIT & OPERATING INCOME
Gross profit in fourth-quarter 2004 was EUR 64.6 million, or $
83.9 million, down 10.5 percent on a quarter-over-quarter basis. Over
the same period, gross profit margin decreased to 33.4 percent from
34.4 percent.
Fourth-quarter 2004 operating income was EUR 2.8 million, or $ 3.6
million, versus EUR 10.4 million, or $ 12.4 million, reported in
fourth quarter 2003. The operating margin for each year's comparable
quarter was 1.4 percent and 5.0 percent, respectively.
FOREX, EXTRAORDINARY ITEMS & TAXES
In fourth quarter 2004, Natuzzi S.p.A. reported a net foreign
exchange loss of EUR 0.5 million, or $ 0.6 million, versus a loss of
EUR 1.4 million, or $ 1.7 million, reported in the fourth quarter of
2003 and extraordinary losses for EUR 5.2 million, or $ 6.8 million.
During the same period, income taxes were EUR 6.1 million, or $
7.9 million, against a tax credit of EUR 0.5 million, or $ 0.6
million, registered in prior year's last quarter. In 2004, income
taxes were EUR 17.6 million, or $ 21.9 million, versus EUR 8.5
million, or $ 9.6 million, reported in 2003.
NET INCOME & EARNINGS PER SHARE
In the fourth quarter 2004, the Company reported net losses of EUR
9.3 million, or $ 12.1 million, versus net earnings of EUR 3.6
million, or $ 4.3 million, registered in the same quarter of the
previous year. Net loss per ADR was EUR 0.17, or $ 0.22.
For the twelve-months ended on December 31, 2004, net income
decreased 50.7 percent to EUR 18.4 million, or $ 22.9 million, from
EUR 37.3 million, or $ 42.2 million. Consequently, 2004 earnings per
share were EUR 0.34, or $ 0.42, down from EUR 0.68, or $ 0.77,
reported in 2003.
Pasquale Natuzzi said, "During the fourth quarter 2004 the Company
continued to invest in the Natuzzi brand strategy through the opening
of new stores, galleries and advertising. In the same period, we
reported the aforesaid unsatisfactory sales performance in the US
market that together with the further appreciation of the Euro against
the US Dollar, extraordinary losses and higher corporate taxes
generated the quarterly net loss."
CASH FLOW
Net cash flow from operating activities for the full year 2004
almost doubled to EUR 75.3 million, or $ 93.7 million, from EUR 39.1
million, or $ 44.2 million, generated in 2003. On a per ADR basis, net
operating cash flow was EUR 1.38, or $ 1.72.
OUTLOOK
Concluded Mr. Natuzzi: "In consideration of the positive reception
accorded by our clients to the new collections introduced at the
recent trade exhibitions and the further expansion and improvement of
the sales performance of our stores and galleries, we expect to
reverse in the second half of the year the decrease of sales which is
likely to be reported in the first half of 2005, due to the negative
order flow over the last few months. As a result, we should increase
seats sold by about 5 percent on an annual basis. The net profit
margin is expected to be in the region of 3 percent for the full year
because of the persistent price pressure from products manufactured in
the Far East and Eastern Europe, depreciation of the US Dollar against
the Euro, and higher selling costs."
ANNUAL DIVIDEND
The Directors will propose an annual dividend of EUR 0.07 per ADR
at the General Shareholders' Meeting to be held on April 30, 2005 (on
first call) and if necessary on May 1, 2005 (on second call).
CONVERSION RATES
The fourth-quarter 2004 and 2003 dollar figures presented in this
announcement were converted at an average noon buying rate of $ 1.2991
per EUR and $ 1.1900 per EUR, respectively. The 2004 and 2003
full-year figures were converted at an average noon buying rate of $
1.2438 per EUR and $ 1.1316 per EUR, respectively.
ABOUT NATUZZI S.P.A.
Founded in 1959 by Pasquale Natuzzi, Natuzzi S.p.A. designs and
manufactures a broad collection of leather-upholstered residential
furniture.
Italy's largest furniture manufacturer, Natuzzi is the global
leader in the leather segment, exporting its innovative, high-quality
sofas and armchairs to 135 markets on 5 continents. Cutting-edge
design, superior Italian craftsmanship, and advanced,
vertically-integrated manufacturing operations underpin the Company's
market leadership.
Since 1990, Natuzzi has sold its furnishings in Italy through the
popular Divani & Divani by Natuzzi chain of 138 stores, which it
licenses to qualified furniture dealers. Outside Italy, the Company
sells to various furniture retailers, as well as through 126 licensed
Divani & Divani by Natuzzi and Natuzzi stores and 7 Kingdom of Leather
stores.
Natuzzi S.p.A. was listed on the New York Stock Exchange on May
13, 1993. The Company is ISO 9001 and 14001 certified.
Forward-Looking Statements
Statements in this press release other than statements of
historical fact are "forward-looking statements". Forward-looking
statements are based on management's current expectations and beliefs
and therefore you should not place undue reliance on them. These
statements are subject to a number of risks and uncertainties,
including risks that may not be subject to the Company's control, that
could cause actual results to differ materially from those contained
in any forward-looking statement. These risks include, but are not
limited to, fluctuations in exchange rates, economic and weather
factors affecting consumer spending, competitive and regulatory
environment, as well as other political, economical and technological
factors, and other risks identified from time to time in the Company's
filings with the Securities and Exchange Commission, particularly in
the Company's annual report on Form 20-F. Forward looking statements
speak as of the date they were made, and the Company undertakes no
obligation to update publicly any of them in light of new information
or future events.
NATUZZI S.p.A. AND SUBSIDIARIES
Unaudited Consolidated Statement of Earnings
for the full year ended December 31, 2004 and 2003 on the basis of
Italian GAAP
(expressed in millions of EUR except per share data)
December 31, % December 31, % %
------------ ----- ------------ ----- ------
2004 Sales 2003 Sales Change
------------ ----- ------------ ----- ------
Upholstery net sales 665.5 674.0 -1.3%
Other sales 87.9 95.6 -8.1%
------------ ------------
Net Sales 753.4 100% 769.6 100% -2.1%
Purchases (335.4) (355.9) -5.8%
Labor (107.2) (104.5) 2.6%
Third-party Manufacturers (26.9) (32.8) -18.0%
Manufacturing Costs (30.1) (29.0) 3.8%
Inventories, net 15.1 13.4 12.7%
------------ ------------
Cost of Sales (484.5) (508.8) -4.8%
------------ ------------
Gross Profit 268.9 35.7% 260.8 33.9% 3.1%
Selling Expenses (188.2) (179.3) 5.0%
General and
Administrative Expenses (40.7) (39.2) 3.8%
------------ ------------
Operating Income 40.0 5.3% 42.3 5.5% -5.4%
Interest Income, net (0.6) 0.5
Foreign Exchange, net 2.3 6.3
Other Income, net (5.6) (3.1)
------------ ------------
Earnings before taxes and
minority interest 36.1 46.0 -21.5%
Income taxes (17.6) (8.5) 107.1%
------------ ------------
Earnings before minority
interest 18.5 37.5 -50.7%
Minority Interest 0.1 0.2
------------ ------------
Net Earnings 18.4 2.4% 37.3 4.8% -50.7%
============ ============
Earnings per Share 0.34 0.68 -50.7%
===============================
Average Number of Shares
Outstandings* 54,681,628 54,681,628
(*) Net of shares repurchased 1 EUR = 1,936.27 ITL
----------------------------------------------------------------------
----------------------------------------------------------------------
KEY FIGURES IN U.S. DOLLARS (millions)
--------------------------------------
December 31, December 31,
------------ ------------
2004 2003
---- ----
Net Sales 937.1 870.9
Gross Profit 334.5 295.1
Operating Profit 49.8 47.9
Net Earnings 22.9 42.2
Earnings per Share in U.S. dollars 0.42 0.77
Average exchange rate (U.S. dollar per Euro) 1.2438 1.1316
NATUZZI S.p.A. AND SUBSIDIARIES
Unaudited Consolidated Statement of Earnings
for the fourth-quarter ended December 31, 2004 and 2003 on the basis
of Italian GAAP
(expressed in millions of EUR except per share data)
4th Quarter % 4th Quarter % %
----------- ----- ----------- ----- -------
2004 Sales 2003 Sales Change
----------- ----- ----------- ----- -------
Upholstery net sales 167.9 182.5 -8.0%
Other sales 25.7 27.1 -5.2%
----------- -----------
Net Sales 193.6 100% 209.6 100% -7.6%
Purchases (97.1) (82.8) 17.3%
Labor (29.4) (27.0) 8.9%
Third-party Manufacturers (5.3) (8.4) -36.9%
Manufacturing Costs (8.3) (7.7) 7.8%
Inventories, net 11.1 (11.5) -196.5%
----------- -----------
Cost of Sales (129.0) (137.4) -6.1%
----------- -----------
Gross Profit 64.6 33.4% 72.2 34.4% -10.5%
Selling Expenses (50.1) (50.1) 0.0%
General and Administrative
Expenses (11.7) (11.7) 0.0%
----------- -----------
Operating Income 2.8 1.4% 10.4 5.0% -73.1%
Interest Income, net (0.4) (0.3)
Foreign Exchange, net (0.5) (1.4)
Other Income, net (5.1) (5.4)
----------- -----------
Earnings (Losses) before
taxes and minority
interest (3.2) 3.3 -197.0%
Income taxes (6.1) 0.5 -1320.0%
----------- -----------
Earnings (Losses) before
minority interest (9.3) 3.8 -344.7%
Minority Interest 0.0 0.2
----------- -----------
Net Earnings (Losses) (9.3) -4.8% 3.6 1.7% -358.3%
=========== ===========
Earnings per Share (0.17) 0.07 -358.3%
=========== ===========
Average Number of Shares
Outstandings* 54,681,628 54,681,628
(*) Net of shares repurchased 1 EUR = 1,936.27 ITL
----------------------------------------------------------------------
----------------------------------------------------------------------
KEY FIGURES IN U.S. DOLLARS (millions)
--------------------------------------
4th Quarter 4th Quarter
----------- -----------
2004 2003
---- ----
Net Sales 251.5 249.4
Gross Profit 83.9 85.9
Operating Profit 3.6 12.4
Net Earnings -12.1 4.3
Earnings per Share in U.S. dollars -0.22 0.08
Average exchange rate (U.S. dollar per Euro) 1.2991 1.1900
GEOGRAPHIC BREAKDOWN
Sales Seat Units
(Expressed in
millions of EUR)
December December December December
31, 31, % 31, 31, %
-------- -------- - -------- -------- -
2004 2003 Change 2004 2003 Change
---- ---- ------ ---- ---- ------
Americas 279.4 320.1 -12.7% 1,564,901 1,699,160 -7.9%
% of total 42.0% 47.5% 51.0% 55.5%
Europe 340.1 313.5 8.5% 1,319,740 1,181,566 11.7%
% of total 51.1% 46.5% 43.0% 38.6%
Rest of world 46.0 40.4 13.9% 186,330 178,109 4.6%
% of total 6.9% 6.0% 6.0% 5.8%
TOTAL 665.5 674.0 -1.3% 3,070,971 3,058,835 0.4%
----- ----- ----- ----- --------- --------- ----
BREAKDOWN BY COVERING
Sales Seat Units
(Expressed in
millions of EUR)
December December December December
31, 31, % 31, 31, %
-------- -------- - -------- -------- -
2004 2003 Change 2004 2003 Change
---- ---- ------ ---- ---- ------
Leather 547.9 550.0 -0.4% 2,345,044 2,310,121 1.5%
% of total 82.3% 81.6% 76.4% 75.5%
Fabric 117.6 124.0 -5.2% 725,927 748,714 -3.0%
% of total 17.7% 18.4% 23.6% 24.5%
TOTAL 665.5 674.0 -1.3% 3,070,971 3,058,835 0.4%
----- ----- ----- ----- --------- --------- ----
BREAKDOWN BY BRAND
Sales Seat Units
(Expressed in
millions of EUR)
December December December December
31, 31, % 31, 31, %
-------- -------- - -------- -------- -
2004 2003 Change 2004 2003 Change
---- ---- ------ ---- ---- ------
Natuzzi 507.0 533.0 -4.9% 1,986,461 2,126,404 -6.6%
% of total 76.2% 79.1% 64.7% 69.5%
Italsofa 158.5 141.0 12.4% 1,084,510 932,431 16.3%
% of total 23.8% 20.9% 35.3% 30.5%
TOTAL 665.5 674.0 -1.3% 3,070,971 3,058,835 0.4%
----- ----- ----- ----- --------- --------- ----
GEOGRAPHIC BREAKDOWN
Sales Seat Units
(Expressed in
millions of
EUR)
4th 4th 4th 4th
Quarter Quarter % Quarter Quarter %
------- ------- - ------- ------- -
2004 2003 Change 2004 2003 Change
---- ---- ------ ---- ---- ------
Americas 54.2 79.4 -31.7% 313,370 440,765 -28.9%
% of total 32.3% 43.5% 40.6% 52.6%
Europe 101.6 91.7 10.8% 410,917 346,299 18.7%
% of total 60.5% 50.2% 53.2% 41.4%
Rest of world 12.1 11.4 6.1% 48,042 50,304 -4.5%
% of total 7.2% 6.2% 6.2% 6.0%
TOTAL 167.9 182.5 -8.0% 772,329 837,368 -7.8%
----- ----- ----- ----- ------- ------- -----
BREAKDOWN BY COVERING
Sales Seat Units
(Expressed in
millions of
EUR)
4th 4th 4th 4th
Quarter Quarter % Quarter Quarter %
------- ------- - ------- ------- -
2004 2003 Change 2004 2003 Change
---- ---- ------ ---- ---- ------
Leather 138.5 149.5 -7.4% 592,042 636,475 -7.0%
% of total 82.5% 81.9% 76.7% 76.0%
Fabric 29.4 33.0 -10.9% 180,287 200,893 -10.3%
% of total 17.5% 18.1% 23.3% 24.0%
TOTAL 167.9 182.5 -8.0% 772,329 837,368 -7.8%
----- ----- ----- ----- ------- ------- -----
BREAKDOWN BY BRAND
Sales Seat Units
(Expressed in
millions of
EUR)
4th 4th 4th 4th
Quarter Quarter % Quarter Quarter %
------- ------- - ------- ------- -
2004 2003 Change 2004 2003 Change
---- ---- ------ ---- ---- ------
Natuzzi 123.2 142.7 -13.7% 469,697 574,457 -18.2%
% of total 73.4% 78.2% 60.8% 68.6%
Italsofa 44.7 39.8 12.3% 302,632 262,911 15.1%
% of total 26.6% 21.8% 39.2% 31.4%
TOTAL 167.9 182.5 -8.0% 772,329 837,368 -7.8%
----- ----- ----- ----- ------- ------- -----
NATUZZI S.p.A. AND SUBSIDIARIES
Unaudited Consolidated Balance Sheet
as of December 31, 2004 and December 31, 2003
(Expressed in millions of EUR)
ASSETS December 31, December 31,
2004 2003
Current Assets:
Cash and cash equivalents 87.3 63.6
Marketable debt securities 0 0
Trade receivables, net 137.6 154.5
Other receivables 41.4 58.1
Inventories 112.6 97.5
Unrealized foreign exchange gain 7.1 6.3
Prepaid expenses and accrued income 2.4 2.1
Deferred income taxes 0.3 1.0
Total current assets 388.7 383.1
------------ ------------
Non-Current Assets:
Net property, plant and equipment 272.0 254.2
Treasury shares 0.0 37.8
Other assets 11.5 17.1
Deferred income taxes 0.6 0.2
------------ ------------
Total Assets 672.8 692.4
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term borrowings 5.6 4.8
Current portion of long-term debt 0.6 1.3
Accounts payable-trade 83.7 80.9
Accounts payable-shareholders for dividends 0.6 0.6
Accounts payable-other 19.7 17.2
Allowance for unrealized foreign exchange
losses 0.0 0.0
Income taxes 2.5 4.3
Salaries, wages and related liabilities 18.7 16.1
Total current liabilities 131.4 125.2
------------ ------------
Long-Term Liabilities:
Employees' leaving entitlement 29.6 27.6
Long-term debt 5.0 4.2
Deferred income taxes 0.0 0.4
Deferred income for capital grants 12.5 13.4
Other liabilities 5.4 5.7
Minority Interest 0.9 0.9
Shareholders' Equity:
Share capital 54.7 57.5
Reserves 42.3 80.2
Additional paid-in capital 8.3 8.3
Retained earnings 382.7 369.0
Total shareholders' equity 488.0 515.0
------------ ------------
Total Liabilities and Shareholders' Equity 672.8 692.4
============ ============
NATUZZI S.p.A. AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
as of December 31, 2004 and 2003
(Expressed in millions of EUR)
December 31, December 31,
------------ ------------
2004 2003
---- ----
Cash flows from operating activities:
Net earnings 18.4 37.3
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation 28.7 24.1
Employees' leaving entitlement 2.6 2.0
Deferred income taxes (0.2) 0.8
Minority interest 0.1 0.2
(Gain) loss on disposal of assets 1.4 4.8
Change in provision for unrealized
foreign exchange (losses) / gain (0.8) (4.3)
Gain on disposal of business (3.4) 0.0
Impairment losses 6.4 0.0
Change in assets and liabilities:
Receivables, net 16.6 4.8
Inventories (16.6) (7.6)
Prepaid expenses and accrued income (0.3) (0.9)
Other assets 14.4 3.3
Accounts payable 4.8 (9.2)
Income taxes (1.3) (4.9)
Salaries, wages and related
liabilities 2.6 1.4
Other liabilities 1.9 (12.7)
-------------- ------------
Total adjustments 56.9 1.8
-------------- ------------
Net cash provided by operating activities 75.3 39.1
-------------- ------------
Cash flows from investing activities:
Property, plant and equipment:
Additions (54.5) (49.9)
Disposals 8.8 0.2
Government grants received 0.0 3.1
Marketable debt securities:
Purchases (0.3) 0.0
Proceeds from maturities 0.0 0.0
Proceeds from sales 0.2 0.0
Purchase of business, net of cash
acquired 0.0 (6.5)
Purchase of minority interest (3.0) 0.0
Disposal of business 5.5 0.0
-------------- ------------
Net cash used in investing activities (43.3) (53.1)
Cash flows from financing activities:
Long term debt:
Proceeds 1.0 1.9
Repayments (1.0) (1.7)
Short-term borrowings 0.8 2.7
Exercise of stock options 0.0 0.0
Treasury shares 0.0 0.0
Dividends paid (7.7) (18.0)
Dividends paid to minority shareholders 0.0 0.0
-------------- ------------
Net cash used in financing activities (6.9) (15.1)
-------------- ------------
Effect of translation adjustments on cash (1.4) (4.0)
-------------- ------------
Increase (decrease) in cash and cash
equivalents 23.7 (33.1)
Cash and cash equivalents, beginning of
the year 63.6 96.7
Cash and cash equivalents, end of the
period 87.3 63.6
Natuzzi S.p.A.
FOURTH QUARTER AND FULL YEAR 2004
FINANCIAL RESULTS TELECONFERENCE
Senior management will review fourth quarter 2004 financial results.
The review will be followed by a question and answer session.
Pasquale Natuzzi
Chairman of the Board and Chief Executive Officer
Piero Cordero
Chief Financial Officer
Nicola Dell'Edera
Finance Director
and
Fred Starr
President and Chief Executive Officer, Natuzzi Americas
Thursday, March 31, 2005
------------------------
10:00 a.m. (New York time)
4:00 p.m. (London time)
5:00 p.m. (Italian time)
Replay of this event will be available on our web-site www.natuzzi.com
starting from 12:00 a.m. Italian time on April 1, 2005.
CONTACT: Investor Relations Dept.
+39-080-8820-812
Fax: +39-080-8820-241
investor_relations@natuzzi.com
OR
Corporate Press Office
+39-080-8820-124
Fax: +39-080-8820-508
relazioni.esterne@natuzzi.com
CONFORMED
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.
NATUZZI S.p.A.
(Registrant)
Date: 30th March 2005 By: /s/ GIUSEPPE DESANTIS
---------------------
Giuseppe Desantis