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 November 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 Announces Third Quarter 2005 Financial Results SANTERAMO IN COLLE, Bari, Italy--(BUSINESS WIRE)--Nov. 15, 2005--Natuzzi S.p.A. (NYSE: NTZ): -- Net Sales Down by 11.1% at EUR 147.2 Million and Units Sold by 8.9% over the Third Quarter 2004 -- Net Losses of EUR 2.0 Million versus Net Earnings of EUR 5.6 Million Reported in Third Quarter 2004 -- Operating cash flow at EUR 16.9 million in the first nine months of 2005 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 announced financial results for the third quarter 2005. NET SALES Natuzzi third quarter 2005 net sales decreased by 11.1 percent to EUR 147.2 million, or $ 179.5 million, as compared to third quarter 2004. During the same period total seats sold decreased by 8.9 percent. For the first nine months of 2005, net sales were at EUR 479.4 million, or $ 605.4 million, down 14.4 percent from EUR 559.9 million, or $ 686.2 million, reported for the same period last year, and total seats sold decreased by 12.6% over the same comparable period. During the third quarter 2005 net upholstery sales were at EUR 130.5 million, or $ 159.2 million, down by 11.3 percent over the same period last year. Other sales (principally living-room accessories and raw materials produced by the Company and sold to third parties) decreased by 9.2 percent to EUR 16.7 million, or $ 20.4 million. In the third quarter 2005 net sales in the Americas were at EUR 59.4 million, or $ 72.4 million, down by 14.2% from EUR 69.2 million, or $ 84.6 million. In Europe sales were at EUR 61.2 million, or $ 74.6 million, down by 8.5 percent from EUR 66.9 million, or $ 81.8 million, reported in the same quarter last year, and in the rest of the world net sales were at EUR 9.9 million, or $ 12.1 million, down by 10.0 percent from EUR 11.0 million, or $ 13.4 million, of the previous year comparable period. In the quarter ended on September 30, 2005, total net sales to our chains Divani & Divani by Natuzzi stores, Natuzzi stores, and Kingdom of Leather stores were at EUR 24.4 million, or $ 29.8 million, down by 9.0 percent as compared to EUR 26.8 million, or $ 32.8 reported one year ago. During the same quarter seven new stores were opened (2 in France and one each in Italy, Arab Emirates, Australia, China and Singapore), bringing the total number of stores to 284 as at September 30, 2005. Leather-upholstered furniture sales decreased by 8.5 percent over last year's third quarter to EUR 110.5 million, or $ 134.8 million, and fabric-upholstered furniture by 24.2 percent to EUR 20.0 million, or $ 24.4 million. Net sales for the Natuzzi branded products during the third quarter 2005 were at EUR 78.6 million, or $ 95.9 million, 29.4% down with respect to the last year's comparable quarter, whereas, over the same period, sales for the Italsofa products increased by 45.0 percent to EUR 51.9 million, or $ 63.3 million. Pasquale Natuzzi, Chairman and Chief Executive Officer, said: "The general economic environment in which the Company has been dealing with for the first nine months of 2005 was still difficult because of unfavorable currency conditions, rising energy costs and price deflation in the whole furnishing industry thus negatively affecting our overall performance both in terms of sales and seats sold." GROSS PROFIT & OPERATING INCOME For the quarter ended September 30, 2005, Natuzzi's gross profit was at EUR 48.6 million, or $ 59.3 million, down 15.6 percent from EUR 57.6 million, or $ 70.4 million, reported one year earlier. Gross profit margin was at 33.0 percent from 34.8 percent recorded in last year third quarter. For the three months ended September 30, 2005 operating income was nil, versus a net operating profit of EUR 6.7 million, or $8.2 million, reported in the third quarter of 2004. FOREX & TAXES In the three months ended on September 30, 2005 the Company had a net foreign exchange loss of EUR 0.9 million, or a loss of $ 1.1 million, versus a net foreign exchange gain of EUR 1.8 million, or $ 2.2 million, reported in last year's comparable period. For the third quarter 2005 the Company had income taxes of EUR 0.5 million, or $ 0.6 million, versus EUR 1.8 million, or $ 2.2 million, reported in third quarter 2004. NET INCOME & EARNINGS PER SHARE For the quarter ended on September 30, 2005, the Company reported net losses of EUR 2.0 million, or net losses of $ 2.4 million, versus net earnings of EUR 5.6 million, or $ 6.8 million, reported in the same quarter of last year. Losses per share (ADR) were EUR 0.04, or $ 0.05, versus EUR 0.10 earnings per share, or $ 0.12, reported in the third quarter of 2004. Considering the first three quarters of 2005 the Company recorded net losses of EUR 13.9 million, or $ 17.6 million net losses, whereas one year earlier it reported net earnings of EUR 27.7 million, or $ 33.9 million. On ADR basis net losses for the first nine moths of 2005 totaled EUR 0.25, or $ 0.32, down from earnings per share of EUR 0.51, or $ 0.63, reported in the first nine months of 2004. Pasquale Natuzzi commented: "After two quarters in a row in which the Company reported operating losses, in the third quarter 2005 the Company achieved the break-even as a result of the implementation of the Restructuring Plan announced last May. This first encouraging result confirms that we must continue to improve the efficiency of our manufacturing operations and reduce overall costs so to increase the competitiveness of our products." CASH FLOW In the first nine months of 2005 net cash flow from operations decreased at EUR 16.9 million, or $ 21.3 million, from EUR 70.0 million, or $ 85.8 million, generated in the same period of 2004. On a per ADR basis, net operating cash flow was EUR 0.31, or $ 0.39, versus EUR 1.28, or $ 1.57 generated during the first nine months of 2004. OUTLOOK Concluded Mr. Natuzzi: "The order flow confirms the encouraging uptrend of our promotional line, Italsofa, while the Natuzzi brand, manufactured in Italy, is still penalized by the strong Euro and the price pressure. In addition, we do not underestimate the threat of further increases in the cost of fuel and interest rates, and the consequences of such events on consumer confidence. In light of the above, we expect to report for the whole 2005 a decrease between 10 and 15 percent of units sold and a net loss between 1 and 3 percent on net sales, while in 2006 net profit margin should be at most at 3 percent together with an increase in units sold of about 5 percent." CONVERSION RATES The third quarter 2005 and 2004 dollar figures presented in this announcement were converted at an average noon buying rate of $ 1.2196 per EUR and $ 1.2226 per EUR, respectively. The nine months figures for 2005 and 2004 were converted at an average noon buying rate of $ 1.2628 per EUR and $ 1.2255 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 137 stores, which it licenses to qualified furniture dealers. Outside Italy, the Company sells to various furniture retailers, as well as through 150 licensed Divani & Divani by Natuzzi and Natuzzi stores, including 6 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 third quarter ended September 30, 2005 and 2004 on the basis of Italian GAAP (Expressed in millions of EUR except per share data) 3rd Quarter % 3rd Quarter % % 2005 Sales 2004 Sales Change ----------------- ----------------- ------- Upholstery net sales 130.5 147.1 -11.3% Other sales 16.7 18.4 -9.2% Net Sales 147.2 100% 165.5 100% -11.1% -------------------------- ----------------- ------------------------- Purchases (63.4) (68.3) -7.2% Labor (22.1) (23.8) -7.1% Third-party Manufacturers (5.2) (6.3) -17.5% Manufacturing Costs (8.5) (7.1) 19.7% Inventories, net 0.6 (2.4) -125.0% Cost of Sales (98.6) (107.9) -8.6% -------------------------- ----------------- ------------------------- Gross Profit 48.6 33.0% 57.6 34.8% -15.6% -------------------------- ----------------- ------------------------- Selling Expenses (39.3) (41.7) -5.8% General and Administrative Expenses (9.3) (9.2) 1.1% Operating Income 0.0 0.0% 6.7 4.0% -100.0% -------------------------- ----------------- ------------------------- Interest Income, net 0.0 0.0 Foreign Exchange, net (0.9) 1.8 Other Income (Expense), net (0.7) (1.0) Earnings (Losses) before taxes and minority interest (1.6) 7.5 -121.3% -------------------------- ----------- ----------- ------- Income taxes (0.5) (1.8) -72.2% Earnings (Losses) before minority interest (2.1) 5.7 -136.8% -------------------------- ----------- ----------- ------- Minority Interest (0.1) 0.1 Net Earnings (Losses) (2.0) -1.4% 5.6 3.4% -135.7% ========================== ================= ========================= Earnings (Losses) per Share (0.04) 0.10 -140.0% -------------------------- ----------- ----------- ------- Average Number of Shares Outstanding* 54,681,628 54,681,628 ---------------------------------------------------------------------- (*) Net of shares repurchased 1 EUR = 1,936.27 ITL KEY FIGURES IN U.S. DOLLARS (millions) 3rd Quarter 3rd Quarter 2005 2004 Net Sales 179.5 202.3 Gross Profit 59.3 70.4 Operating Income (Loss) 0.0 8.2 Net Earnings (Losses) (2.4) 6.8 Earnings (Losses) per Share in U.S. dollars (0.05) 0.12 Average exchange rate (U.S. dollar per Euro) 1.2196 1.2226 NATUZZI S.P.A. AND SUBSIDIARIES Unaudited Consolidated Statement of Earnings for nine months ended September 30, 2005 and 2004 on the basis of Italian GAAP (Expressed in millions of EUR except per share data) September % September % % 2005 Sales 2004 Sales Change ------------------ ------------------ ------- Upholstery net sales 421.9 497.6 -15.2% Other sales 57.5 62.3 -7.6% Net Sales 479.4 100.0% 559.9 100.0% -14.4% ------------------------ ------------------ -------------------------- Purchases (217.8) (238.4) -8.6% Labor (78.3) (77.8) 0.6% Third-party Manufacturers (18.2) (21.6) -16.0% Manufacturing Costs (24.7) (21.8) 13.3% Inventories, net 15.0 4.0 274.7% Cost of Sales (324.0) (355.6) -8.9% ------------------------ ------------------ -------------------------- Gross Profit 155.4 32.4% 204.3 36.5% -23.9% ------------------------ ------------------ -------------------------- Selling Expenses (133.7) (138.1) -3.2% General and Administrative Expenses (31.0) (29.0) 6.9% Operating Income (Loss) (9.3) -1.9% 37.2 6.6% -125.0% ------------------------ ------------------ -------------------------- Interest Income, net 0.0 (0.1) Foreign Exchange, net (3.9) 2.7 Other Income, net (1.7) (0.5) Earnings (Losses) before taxes and minority interest (14.9) 39.3 -137.9% ------------------------------------ ----------- ------- Income taxes 0.9 (11.5) -107.8% Earnings (Losses) before minority interest (14.0) 27.8 -150.4% ------------------------ ----------- ----------- ------- Minority Interest (0.1) 0.1 Net Earnings (13.9) -2.9% 27.7 4.9% -150.2% ======================== ================== ========================== Earnings (Loss) per Share (0.25) 0.51 -150.2% ------------------------ ----------- ----------- ------- Average Number of Shares Outstanding* 54,681,628 54,681,628 ---------------------------------------------------------------------- (*) Net of shares repurchased 1 EUR = 1,936.27 ITL KEY FIGURES IN U.S. DOLLARS (millions) First nine months of First nine months of 2005 2004 Net Sales 605.4 686.2 Gross Profit 196.2 250.4 Operating Profit (Loss) (11.7) 45.6 Net Earnings (Losses) (17.6) 33.9 Earnings (Losses) per Share in U.S. dollars (0.32) 0.63 Average exchange rate (U.S. dollar per Euro) 1.2628 1.2255 GEOGRAPHIC BREAKDOWN Sales Seat Units (Expressed in millions of EUR) 3rd 3rd 3rd 3rd Quarter Quarter % Quarter Quarter % -------- -------- ------ -------- -------- ------ 2005 2004 Change 2005 2004 Change -------- -------- ------ -------- -------- ------ Americas 59.4 69.2 -14.2% 326,633 385,582 -15.3% % of total 45.5% 47.0% 52.2% 56.2% Europe 61.2 66.9 -8.5% 261,848 257,441 1.7% % of total 46.9% 45.5% 41.9% 37.5% Rest of world 9.9 11.0 -10.0% 36,816 43,031 -14.4% % of total 7.6% 7.5% 5.9% 6.3% TOTAL 130.5 147.1 -11.3% 625,297 686,054 -8.9% -------------------- -------- -------- ------ -------- -------- ------ BREAKDOWN BY COVERING Sales Seat Units (Expressed in millions of EUR) 3rd 3rd 3rd 3rd Quarter Quarter % Quarter Quarter % -------- -------- ------ -------- -------- ------ 2005 2004 Change 2005 2004 Change -------- -------- ------ -------- -------- ------ Leather 110.5 120.7 -8.5% 504,545 518,687 -2.7% % of total 84.7% 82.1% 80.7% 75.6% Fabric 20.0 26.4 -24.2% 120,752 167,367 -27.9% % of total 15.3% 17.9% 19.3% 24.4% TOTAL 130.5 147.1 -11.3% 625,297 686,054 -8.9% -------------------- -------- -------- ------ -------- -------- ------ BREAKDOWN BY BRAND Sales Seat Units (Expressed in millions of EUR) 3rd 3rd 3rd 3rd Quarter Quarter % Quarter Quarter % -------- -------- ------ -------- -------- ------ 2005 2004 Change 2005 2004 Change -------- -------- ------ -------- -------- ------ Natuzzi 78.6 111.3 -29.4% 291,659 432,999 -32.6% % of total 60.2% 75.7% 46.6% 63.1% Italsofa 51.9 35.8 45.0% 333,638 253,055 31.8% % of total 39.8% 24.3% 53.4% 36.9% TOTAL 130.5 147.1 -11.3% 625,297 686,054 -8.9% -------------------- -------- -------- ------ -------- -------- ------ GEOGRAPHIC BREAKDOWN Sales Seat Units (Expressed in millions of EUR) September September % September September % --------- --------- ------ ---------- ---------- ------ 2005 2004 Change 2005 2004 Change --------- --------- ------ ---------- ---------- ------ Americas 176.9 225.3 -21.5% 1,019,390 1,251,530 -18.5% % of total 41.9% 45.3% 50.8% 54.5% Europe 216.3 238.5 -9.3% 870,393 908,823 -4.2% % of total 51.3% 47.9% 43.3% 39.5% Rest of world 28.7 33.8 -15.1% 118,325 138,288 -14.4% % of total 6.8% 6.8% 5.9% 6.0% TOTAL 421.9 497.6 -15.2% 2,008,108 2,298,641 -12.6% -------------- --------- --------- ------ ---------- ---------- ------ BREAKDOWN BY COVERING Sales Seat Units (Expressed in millions of EUR) September September % September September % --------- --------- ------ ---------- ---------- ------ 2005 2004 Change 2005 2004 Change --------- --------- ------ ---------- ---------- ------ Leather 351.6 409.4 -14.1% 1,571,230 1,753,002 -10.4% % of total 83.3% 82.3% 78.2% 76.3% Fabric 70.3 88.2 -20.3% 436,878 545,639 -19.9% % of total 16.7% 17.7% 21.8% 23.7% TOTAL 421.9 497.6 -15.2% 2,008,108 2,298,641 -12.6% -------------- --------- --------- ------ ---------- ---------- ------ BREAKDOWN BY BRAND Sales Seat Units (Expressed in millions of EUR) September September % September September % --------- --------- ------ ---------- ---------- ------ 2005 2004 Change 2005 2004 Change --------- --------- ------ ---------- ---------- ------ Natuzzi 281.5 377.0 -25.3% 1,066,735 1,475,218 -27.7% % of total 66.7% 75.8% 53.1% 64.2% Italsofa 140.4 120.6 16.4% 941,373 823,423 14.3% % of total 33.3% 24.2% 46.9% 35.8% TOTAL 421.9 497.6 -15.2% 2,008,108 2,298,641 -12.6% -------------- --------- --------- ------ ---------- ---------- ------ NATUZZI S.P.A. AND SUBSIDIARIES Unaudited Consolidated Balance Sheet as of September 30, 2005 and December 31, 2004 (Expressed in millions of EUR) September 30, December 31, 2005 2004 Current Assets: Cash and cash equivalents 85.7 87.3 Marketable debt securities 0.0 0.0 Trade receivables, net 106.4 137.6 Other receivables 41.2 41.2 Inventories 127.6 112.6 Unrealized foreign exchange gain 0.0 7.1 Prepaid expenses and accrued income 2.0 2.4 Deferred income taxes 6.9 1.2 ------------- ------------ Total current assets 369.8 389.4 ------------- ------------ Non-Current Assets: Net property, plant and equipment 268.6 272.0 Treasury shares 0.0 0.0 Other assets 12.8 11.2 Deferred income taxes 0.6 0.6 ------------- ------------ Total Assets 651.8 673.2 ============= ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Short-term borrowings 7.7 5.6 Current portion of long-term debt 0.1 0.6 Accounts payable-trade 64.6 83.7 Accounts payable-shareholders for dividends 0.6 0.6 Accounts payable-other 23.5 19.7 Allowance for unrealized foreign exchange losses 5.0 0.0 Income taxes 1.9 2.5 Salaries, wages and related liabilities 19.7 18.7 Total current liabilities 123.1 131.4 ------------- ------------ Long-Term Liabilities: Employees' termination indemnity 31.7 29.6 Long-term debt 6.1 5.0 Deferred income taxes 0.4 0.4 Deferred income for capital grants 11.8 12.5 Other liabilities 7.6 5.4 Minority Interest 0.8 0.9 Shareholders' Equity: Share capital 54.7 54.7 Reserves 42.3 42.3 Additional paid-in capital 8.3 8.3 Retained earnings 365.0 382.7 Total shareholders' equity 470.3 488.0 ------------- ------------ Total Liabilities and Shareholders' Equity 651.8 673.2 ============= ============ NATUZZI S.P.A. AND SUBSIDIARIES Unaudited Consolidated Statements of Cash Flows as of September 30, 2005 and 2004 (Expressed in millions of EUR) September 30 September 30 ------------ ------------ 2005 2004 ------ ------ Cash flows from operating activities: Net earnings (13.9) 27.7 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 21.9 20.9 Employees' leaving entitlement 1.9 1.6 Deferred income taxes (5.7) (3.4) Minority interest (0.1) 0.1 (Gain) loss on disposal of assets 0.6 0.9 Change in provision for unrealized foreign exchange (losses) / gain 12.1 3.3 Gain on disposal of business 0.0 0.0 Impairment losses 0.0 0.0 Change in assets and liabilities: Receivables, net 31.2 20.9 Inventories (14.1) (4.0) Prepaid expenses and accrued income 0.4 (1.3) Other assets 3.3 12.8 Accounts payable (21.2) (9.7) Income taxes (0.6) 0.0 Salaries, wages and related liabilities 1.0 0.6 Other liabilities 0.1 (0.4) ------------- ------------- Total adjustments 30.8 42.3 ------------- ------------- Net cash provided by operating activities 16.9 70.0 ------------- ------------- Cash flows from investing activities: Property, plant and equipment: Additions (19.6) (36.0) Disposals 0.4 7.7 Government grants received 0.0 0.0 Marketable debt securities: Purchases 0.0 (0.2) Proceeds from maturities 0.0 0.0 Proceeds from sales 0.0 0.2 Purchase of business, net of cash acquired 0.0 0.0 Purchase of minority interest (0.3) (2.9) Disposal of business 0.0 0.0 ------------- ------------- Net cash used in investing activities (19.5) (31.2) Cash flows from financing activities: Long term debt: Proceeds 0.3 0.6 Repayments (0.5) (1.2) Short-term borrowings 1.6 7.5 Exercise of stock options 0.0 0.0 Treasury shares 0.0 0.0 Dividends paid (3.8) (7.7) Dividends paid to minority shareholders (0.1) 0.0 ------------- ------------- Net cash used in financing activities (2.5) (0.8) ------------- ------------- Effect of translation adjustments on cash 3.5 0.2 ------------- ------------- Increase (decrease) in cash and cash equivalents (1.6) 38.2 Cash and cash equivalents, beginning of the year 87.3 63.6 Cash and cash equivalents, end of the period 85.7 101.8 CONTACT: Natuzzi S.p.A. Investor Relations Dept. Tel.: +39-080-8820-812 Fax: +39-080-8820-241 E-mail: investor_relations@natuzzi.com or Corporate Press Office Tel.: +39-080-8820-124 Fax: +39-080-8820-508 E-mail: relazioni.esterne@natuzzi.com 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: 15th November 2005 By: /s/ GIUSEPPE DESANTIS ---------------------------- Giuseppe Desantis