-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AdexoFlMDXSI5JmQe2oW6zIFRhD1Jw/iUWNXWljtzdgppoczkCwzW4A8eqVA4bsr fYen6PI9XeQDaHd9oT5xAQ== 0000891092-04-000825.txt : 20040219 0000891092-04-000825.hdr.sgml : 20040219 20040219155544 ACCESSION NUMBER: 0000891092-04-000825 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040219 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GUESS INC ET AL/CA/ CENTRAL INDEX KEY: 0000912463 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', CHILDREN'S & INFANTS' UNDERGARMENTS [2340] IRS NUMBER: 953679695 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11893 FILM NUMBER: 04616207 BUSINESS ADDRESS: STREET 1: 1444 SOUTH ALAMEDA ST CITY: LOS ANGELES STATE: CA ZIP: 90021 BUSINESS PHONE: 2137653100 MAIL ADDRESS: STREET 1: 1444 SOUTH ALAMEDA STREET CITY: LOS ANGELES STATE: CA ZIP: 90021 8-K 1 e16983_8k.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2004 (February 19, 2004) GUESS?, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-11893 95-3679695 (Commission File Number) (IRS Employer Identification No.) 1444 S. Alameda Street Los Angeles, California 90021 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (213) 765-3100 Not applicable (Former name or former address, if changed since last report) ================================================================================ Item 9. Regulation FD Disclosure. Guess?, Inc. issued a press release on February 19, 2004. The press release announced its financial results for the quarter ended December 31, 2003. The press release is filed as Exhibit 99.1 and is hereby incorporated by reference in its entirety. In accordance with SEC Release No. 33-8216, the information in this Form 8-K and the exhibit attached hereto are being furnished under Item 9 rather than under Item 12. 2 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Press Release of Guess?, Inc. dated February 19, 2004 (financial results for fourth fiscal quarter of 2003) 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Guess?, Inc. has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Los Angeles, State of California, on February 19, 2004. GUESS?, INC. By: /s/ Maurice Marciano Maurice Marciano Co-Chairman of the Board, Co-Chief Executive Officer and Director 4 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release of Guess?, Inc. dated February 19, 2004 (financial results for fourth fiscal quarter of 2003) 5 EX-99.1 3 e16983ex99-1.txt PRESS RELEASE Exhibit 99.1 Guess?, Inc. Reports Fourth Quarter and Full Year 2003 Financial Results Fourth Quarter EPS $0.27 Compared to Loss of $0.11 Per Share in Fourth Quarter Last Year Including Charges in Both Quarters LOS ANGELES, Feb. 19 /PRNewswire-FirstCall/ -- Guess?, Inc. (NYSE: GES) today reported financial results for the fourth quarter and fiscal year ended December 31, 2003. Fourth Quarter Results For the fourth quarter of 2003, the Company reported net earnings of $11.8 million, or diluted earnings of $0.27 per share, compared to a net loss of $4.6 million, or a diluted loss of $0.11 per share, for the fourth quarter of 2002. The 2003 fourth quarter results include impairment charges of $1.6 million, or $0.9 million net of tax, or $0.02 per diluted share, of which $1.2 million relate to the Company's fourth quarter decision to close its 10 underperforming kids' stores. The 2002 fourth quarter results include restructuring, impairment and severance charges of $8.5 million, or $6.1 million net of tax, or $0.14 per diluted share, associated with various actions the Company took to lower future operating costs. Carlos Alberini, President and Chief Operating Officer, commented, "Guess? capped off 2003 with an excellent performance in the fourth quarter. Results were driven by higher sales and a significant gross margin increase in the period coupled with continued cost control, which resulted in an SG&A rate improvement of over 500 basis points. Our retail segment generated the greatest gains, with operating income up by $15.4 million, or 160.4%, a testament to the leverage of our retail business model and its significant opportunity for growth. We have entered 2004 with an improved balance sheet. Cash and restricted cash at year-end 2003 totaled $71.7 million, inventories were down 12.7% from a year ago, and total debt was 16.6% lower than the prior year-end. We have strong business momentum and look forward to building on our progress in the future." Total net revenue for the fourth quarter of 2003 increased 19.1% to $199.3 million from $167.4 million in the fourth quarter of 2002. The Company's retail stores, including those in Canada, generated revenues of $154.2 million in the 2003 fourth quarter, a 17.7% increase from $130.9 million reported in the same period a year ago. Comparable store sales increased 11.7% during the fourth quarter of 2003 from the year-ago period. Net revenue from the Company's wholesale segment increased 29.7% to $34.2 million in the fourth quarter of 2003 from $26.4 million in the year-ago period. Licensing segment net revenue increased 8.3% to $10.9 million in the 2003 fourth quarter from $10.1 million in the fourth quarter last year. Full Year 2003 Results For the full year ended December 31, 2003, the Company reported net earnings of $7.3 million, or diluted earnings of $0.17 per share, versus a net loss of $11.3 million, or a diluted loss of $0.26 per share, in the comparable 2002 period. The 2003 results include impairment and severance charges of $2.4 million, or $1.4 million net of tax, or $0.03 per diluted share. The 2002 results include litigation settlement proceeds of $4.3 million, or $2.9 million net of tax, or $0.07 per diluted share, and restructuring, impairment and severance charges of $9.2 million, or $6.2 million net of tax, or $0.14 per diluted share. Total net revenue for 2003 increased 9.2% to $636.6 million from $583.1 million in 2002. The Company's retail stores, including those in Canada, generated revenue of $447.7 million for 2003, an increase of 16.4% from $384.5 million for last year. Comparable store sales increased 9.3% for the 2003 year. Net revenue from the Company's wholesale segment decreased 6.6% to $149.1 million in 2003 from $159.6 million in 2002. Licensing segment net revenue for 2003 increased 1.8% to $39.8 million from $39.0 million for the prior year. The Company will hold a conference call at 4:30 pm (ET) on February 19, 2004 to discuss the news announced in this press release. A live webcast of the conference call will be accessible at www.guess.com via the "Investor's Info" link from the "Guess, Inc." section of the site. The webcast will be archived on the website. Guess?, Inc. designs, markets, distributes and licenses one of the world's leading lifestyle collections of contemporary apparel, accessories and related consumer products. Except for historical information contained herein, certain matters discussed in this press release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are only expectations, and involve known and unknown risks and uncertainties, which may cause actual results in future periods and other future events to differ materially from what is currently anticipated. Factors which may cause actual results in future periods to differ from current expectations include, among other things, the continued availability of sufficient working capital, the successful integration of new stores into existing operations, the continued desirability and customer acceptance of existing and future product lines (including licensed product lines), possible cancellations of wholesale orders, the success of competitive products, and the availability of adequate sources of capital. In addition to these factors, the economic and other factors identified in the Company's most recent annual report on Form 10-K for the fiscal year ended December 31, 2002 including but not limited to the risk factors discussed therein, could affect the forward-looking statements contained herein and in the Company's other public documents. For further information, please contact Carlos Alberini, President & Chief Operating Officer, +1-213-765-3582, or Frederick G. Silny, SVP & Chief Financial Officer, +1-213-765-3289, both of Guess?, Inc.; or Wendi Kopsick, or Molly Morse, both of Kekst and Company, +1-212-521-4800, for Guess?, Inc. Guess?, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (in thousands, except per share data) (Unaudited) Three Months Ended December 31, December 31, 2003 2002 $ % $ % Net revenue: Product sales $188,371 94.5% $157,300 94.0% Net royalties 10,914 5.5% 10,073 6.0% 199,285 100.0% 167,373 100.0% Cost of product sales 123,062 61.8% 110,323 65.9% Gross profit 76,223 38.2% 57,050 34.1% Selling, general and administrative expenses 52,366 26.2% 52,752 31.5% Litigation settlement -- -- (250) (0.1%) Restructuring, impairment and severance charges 1,579 0.8% 8,524 5.1% Earnings (loss) from operations 22,278 11.2% (3,976) (2.4%) Other (income) expense: Interest expense 1,595 0.8% 2,603 1.6% Interest Income (34) -- (136) (0.1%) Other, net -- -- (20) -- Earnings (loss) before income taxes (benefit) 20,717 10.4% (6,423) (3.9%) Income taxes (benefit) 8,910 4.5% (1,800) (1.1%) Net earnings (loss) $11,807 5.9% $(4,623) (2.8%) Net earnings (loss) per share: Basic $0.27 $(0.11) Diluted $0.27 $(0.11) Weighted number of shares outstanding: Basic 43,567 43,499 Diluted 44,149 43,499 Guess?, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (in thousands, except per share data) (Unaudited) Year Ended December 31, December 31, 2003 2002 $ % $ % Net revenue: Product sales $596,806 93.8% $544,081 93.3% Net royalties 39,779 6.2% 39,058 6.7% 636,585 100.0% 583,139 100.0% Cost of product sales 416,430 65.4% 383,806 65.8% Gross profit 220,155 34.6% 199,333 34.2% Selling, general and administrative expenses 197,130 31.0% 202,930 34.8% Litigation settlement -- -- (4,250) (0.7%) Restructuring, impairment and severance charges 2,425 0.4% 9,179 1.6% Earnings (loss) from operations 20,600 3.2% (8,526) (1.5%) Other (income) expense: Interest expense 7,974 1.2% 9,444 1.6% Interest Income (134) -- (313) -- Other, net (26) -- (825) (0.1%) Earnings (loss) before income taxes (benefit) 12,786 2.0% (16,832) (3.0%) Income taxes (benefit) 5,500 0.9% (5,550) (1.0%) Net earnings (loss) $7,286 1.1% $(11,282) (2.0%) Net earnings (loss) per share: Basic $0.17 $(0.26) Diluted $0.17 $(0.26) Weighted number of shares outstanding: Basic 43,279 43,392 Diluted 43,558 43,392 Guess?, Inc. and Subsidiaries Consolidated Segment Data (in thousands) (Unaudited) Three Months Ended Year Ended December December December December 31, 31, 31, 31, 2003 2002 2003 2002 Net revenue: Retail operations $154,178 $130,938 $447,693 $384,456 Wholesale operations 34,193 26,362 149,113 159,625 Licensing operations 10,914 10,073 39,779 39,058 $199,285 $167,373 $636,585 $583,139 Earnings (loss) from operations: Retail operations $24,945 $9,578 $32,370 $4,373 Wholesale operations (3,287) (10,987) (8,976) (4,738) Licensing operations 9,106 7,861 32,281 29,092 Corporate overhead (Note 1) (8,486) (10,428) (35,075) (37,253) $22,278 $(3,976) $20,600 $(8,526) Note 1: Corporate overhead is net of proceeds from a litigation settlement of $4.3 million for the year ended December 31, 2002 and $0.3 million for the three months ended December 31, 2002. Guess?, Inc. and Subsidiaries Selected Condensed Consolidated Balance Sheet Data (in thousands) (Unaudited) December 31, December 31, 2003 2002 ASSETS Cash and cash equivalents $67,163 $31,753 Restricted cash 4,509 -- Receivables, net 32,602 35,437 Inventories, net 83,530 95,683 Other current assets 22,840 26,114 Property and equipment, net 114,403 128,097 Other assets 37,718 32,448 Total Assets $362,765 $349,532 LIABILITIES AND STOCKHOLDERS' EQUITY Current installments of notes payable and long-term debt $13,931 $80,138 Other current liabilities 96,944 87,423 Notes payable and long-term debt, excluding current installments 54,161 1,480 Other liabilities 14,947 14,211 Stockholders' equity 182,782 166,280 Total Liabilities and Stockholders' Equity $362,765 $349,532 Guess?, Inc. and Subsidiaries Condensed Consolidated Cash Flow Data (in thousands) (Unaudited) Year Ended December 31, December 31, 2003 2002 Net cash provided by operating activities $62,474 $29,589 Net cash used in investing activities (18,384) (22,470) Net cash used in financing activities (9,175) (7,354) Effect of exchange rates on cash 495 118 Net increase (decrease) in cash and cash equivalents 35,410 (117) Cash and cash equivalents at the beginning of the year 31,753 31,870 Cash and cash equivalents at the end of the period $67,163 $31,753 Supplemental information: Depreciation and amortization $34,944 $37,979 Rent 59,151 53,147 Guess?, Inc. and Subsidiaries Retail Store Data Year Ended December 31, December 31, 2003 2002 Number of stores at the beginning of the year 249 227 Store openings 20 24 Store closures (4) (2) Number of stores at the end of the year 265 249 Total store square footage at the end of the year 1,372,000 1,277,000 SOURCE Guess?, Inc. -0- 02/19/2004 /CONTACT: Carlos Alberini, President & Chief Operating Officer, +1-213-765-3582, or Frederick G. Silny, SVP & Chief Financial Officer, +1-213-765-3289, both of Guess?, Inc.; or Wendi Kopsick, or Molly Morse, both of Kekst and Company, +1-212-521-4800, for Guess?, Inc./ /Web site: http://www.guess.com / (GES) CO: Guess?, Inc. ST: California IN: REA FAS HOU SU: ERN MAV CCA -----END PRIVACY-ENHANCED MESSAGE-----