SEC Filing | Guess, Inc.

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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): March 17, 2009

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

Guess?, Inc. (the “Company”) issued a press release on March 17, 2009 announcing its financial results for the quarter and year ended January 31, 2009. A copy of the press release is being furnished as Exhibit 99.1 attached hereto.

The information in this Item 2.02 of Form 8-K is being furnished hereby and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release of Guess?, Inc. dated March 17, 2009 (financial results for the quarter and year ended January 31, 2009)

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.

Dated: March 17, 2009	GUESS?, INC.

	By:	/s/ Carlos Alberini

	Carlos Alberini
	President and Chief Operating Officer

EXHIBIT INDEX

Exhibit No.		Description

99.1		Press Release of Guess?, Inc. dated March 17, 2009 (financial results for the quarter and year ended January 31, 2009)

GUESS?, INC.

NEWS RELEASE

GUESS?, INC. REPORTS FOURTH QUARTER AND FISCAL YEAR 2009 RESULTS

Q4 EPS Reached $0.52, Including Non-Cash Impairment Charge of $0.15,

Compared to $0.59 Last Year

Fiscal Year 2009 EPS Reached a Record of $2.28, Including Non-Cash Impairment

Charges of $0.17, Compared to $1.99 Last Year

Fourth Quarter Fiscal 2009 Highlights

- Global revenues increased 9% to a record of $561 million

- European revenues increased 18%

- North American retail revenues increased 7%; comp sales decreased 6.5%

- Operating margin decreased to 12.2%, or to 16.2% excluding impairment charge

- Adjusted EPS, excluding impairment charge, increased 14% to $0.67

Fiscal Year 2009 Highlights

- Global revenues increased 20% to a record of $2.1 billion

- European revenues increased 34%

- North American retail revenues increased 13%; comp sales increased 1.0%

- Operating margin decreased to 15.7%, or to 16.9% excluding impairment charges

- Adjusted EPS, excluding impairment charges, increased 23% to $2.45

LOS ANGELES, March 17, 2009 – Guess?, Inc. (NYSE: GES) today reported financial results for the fourth quarter and fiscal year ended January 31, 2009.

Fourth Quarter Fiscal 2009 Results

For the fourth quarter of fiscal 2009, the Company reported net earnings of $47.9 million, a decrease of 13.2% compared to net earnings of $55.2 million for the quarter ended February 2, 2008. Diluted earnings per share decreased 11.9% to $0.52 in the current quarter, including a $0.13 favorable impact from a lower effective tax rate, a $0.04 favorable impact of a European revenue shift, and a $0.06 unfavorable impact from currency translation, versus $0.59 in the prior-year quarter. In the quarter, the Company recorded a $22.3 million non-cash asset impairment charge (compared to $0.2 million in the prior year fourth quarter) related to long-lived assets associated with retail stores in North America and Asia. Excluding the impairment charge, the Company’s adjusted net earnings were $62.0 million in the current fourth quarter, an increase of 12.1% compared to adjusted net earnings of $55.3 million for the quarter ended February 2, 2008. Adjusted diluted earnings per share increased 13.6% to $0.67 from $0.59 in the comparable period last year.

Paul Marciano, Chief Executive Officer, commented, “Our performance was solid during the fourth fiscal quarter of 2009, especially considering the unprecedented global economic crisis and significant currency headwinds we encountered during the period. We took quick and decisive actions to streamline our operations, reduce our inventory position and decelerate new store development. As we had anticipated, our retail business was affected by the current environment, which impacted sales and margins negatively, resulting in a decrease in profitability for the segment.”

Mr. Marciano continued, “Europe delivered very good results in the period, with an operating earnings growth of 40%. Once again, our results demonstrate the power of our balanced business model. Excluding the non-cash charge, net earnings increased by 12.1% in the quarter.”

Mr. Marciano concluded, “Our long term strategy remains unchanged. We will continue to invest in international expansion. We will continue to prudently manage our business, with focused execution on cost control and inventory management. We will also deploy our capital carefully, making targeted and compelling investments that enhance shareholder value. We believe that our brand’s vitality, our diversified business model, our seasoned management team and our solid balance sheet, position us well to remain strong and take advantage of the opportunities that few in this market will have.”

Total net revenue for the fourth quarter of fiscal 2009 increased 9.0% to $561.1 million from $514.6 million in the prior fourth quarter period. During the quarter, the Company’s retail stores in North America generated revenue of $288.6 million, a 6.5% increase from $270.9 million in the prior-year quarter. Comparable store sales for the current fourth quarter decreased 6.5% compared to the same period a year ago. The Company’s wholesale segment, which includes its Asian operations, generated revenue of $69.9 million during the quarter, a 7.5% increase from $65.1 million in the prior-year quarter. The Company’s European segment generated revenue of $179.9 million during the quarter, an increase of 18.2% when compared to $152.2 million in the prior-year quarter. During the period, the Company benefited from a $14.0 million shift in revenues in Europe due to early product shipments. The Company’s licensing segment generated revenue of $22.6 million, a 14.5% decrease from $26.5 million in the prior-year period. At the end of fiscal year 2009, the Company operated 425 retail stores in the U.S. and Canada, versus 373 stores a year earlier.

Operating earnings for the fourth quarter of fiscal year 2009 decreased 28.8% to $68.5 million from $96.2 million in the fourth quarter of the prior year. Operating earnings in the current period included the $22.3 million non-cash asset impairment charge and a $7.6 million unfavorable currency translation impact. Operating margin in the fourth quarter decreased 650 basis points to 12.2%, compared to the prior year’s quarter. This operating margin contraction was driven by the asset impairment charge, higher product markdowns due to the promotional retail environment and occupancy deleverage due to negative same store sales, which more than offset leverage in SG&A expenses.

The Company’s net earnings benefited from a lower effective tax rate in the current quarter. For the fourth quarter, the tax rate was 22.9%, compared to 42.2% in the prior year’s quarter. The lower tax rate for the period resulted from updating the annual effective tax rate analysis for fiscal year 2009, which was 32.6%, compared to 39.8% last year. The lower annual tax rate resulted from an increase in profits in lower tax jurisdictions.

Excluding the non-cash impairment charge, adjusted operating earnings declined 5.8% to $90.7 million from $96.4 million in the fourth quarter of the prior year period. Adjusted operating margin declined 250 basis points to 16.2% from 18.7% in the prior year period. The adjusted effective tax rate was 26.6% compared to 42.1% in the prior year quarter.

Fiscal Year 2009 Results

For the fiscal year ended January 31, 2009, the Company reported net earnings of $213.6 million, an increase of 14.5% compared to net earnings of $186.5 million for the year ended February 2, 2008. Diluted earnings per share increased 14.6% to $2.28 in fiscal year 2009 versus $1.99 in the prior year. Excluding impairment charges of $24.4 million in the current fiscal year and $0.6 million in the prior year, the Company’s adjusted net earnings were $229.0 million, an increase of 22.6% compared to adjusted net earnings of $186.8 million for the year ended February 2, 2008. Adjusted diluted earnings per share increased 23.1% to $2.45 from $1.99 in the prior year.

Total net revenue for fiscal year 2009 increased 19.6% to $2.09 billion from $1.75 billion in the prior year. The Company’s retail stores in North America generated revenue of $978.0 million for fiscal year 2009, an increase of 13.4% from $862.4 million in the prior year. Comparable store sales for fiscal 2009 increased 1.0% compared to the same period a year ago. Net revenue from the Company’s wholesale segment, which includes its Asian operations, increased 14.6% in fiscal year 2009 to $296.2 million from $258.4 million in the prior year. Net revenue from the Company’s European segment increased 33.5% to $719.0 million in fiscal year 2009, compared to $538.4 million in the prior year. Licensing segment net revenue increased 10.5% to $100.3 million in fiscal year 2009, compared to $90.7 million in the prior year.

Operating earnings for fiscal year 2009 increased 6.4% to $328.8 million, from $309.1 million in the prior year. Operating earnings in the current year included $24.4 million in non-cash asset impairment charges, partially offset by a $5.2 million favorable currency translation benefit. Operating margin for fiscal year 2009 decreased by 200 basis points to 15.7%. This margin decline was driven by the asset impairment charges and by lower product margins, which more than offset leverage in SG&A expenses.

The Company’s net earnings benefited from a lower effective tax rate in fiscal 2009. For the year, the tax rate was 32.6%, compared to 39.8% in the prior year. The lower tax rate was due primarily to an increase of profits in lower tax jurisdictions.

Excluding the non-cash impairment charges, fiscal 2009 adjusted operating earnings increased 14.1% to $353.2 million from $309.7 million in fiscal 2008. Fiscal 2009 adjusted operating margin declined 80 basis points to 16.9% from 17.7% in fiscal 2008. The fiscal 2009 adjusted effective tax rate was 32.9% compared to 39.8% in fiscal 2008.

Share Repurchase

During the fourth quarter of fiscal 2009, the Company repurchased 1.9 million shares of its common stock at an average purchase price of $14.43, totaling $27.5 million. As of January 31, 2009, the Company had remaining approval under its existing repurchase program to purchase $139.5 million of its common stock.

Fiscal 2010 Outlook

For the first quarter of fiscal year 2010, the Company provided the following outlook:

Consolidated net revenues are expected to range from $425 million to $445 million, after considering a $14.0 million shift in revenues in Europe, which benefited the fourth quarter of fiscal year 2009.

Operating margin is expected to be about 9.0%.

Diluted earnings per share are expected to be in the range of $0.26 to $0.30, after considering the $0.04 impact of the European revenue shift.

The significant volatility in the global economy presents a substantial challenge to forecasting future consumer behavior and future financial results. Therefore, the Company is not providing specific revenue, operating margin or diluted earnings per share guidance for the full fiscal year 2010. The Company did confirm that it expects current conditions to persist for the foreseeable future and that it has undertaken several key initiatives to preserve its resources and capital structure through strong cost controls, prudent inventory management and a curtailment of its retail expansion program.

Dividend

The Company also announced today that its Board of Directors has approved a quarterly cash dividend of $0.10 per share on the Company’s common stock. This dividend will be payable on April 17, 2009 to shareholders of record at the close of business on April 1, 2009.

Adjusted Results

The adjusted results for the fourth quarter and full year of fiscal 2009 discussed herein exclude the impact of non-cash asset impairment charges related to long-lived assets associated with the Company’s retail stores located in North America and Asia. These adjusted results are provided to enhance the user's overall understanding of the Company's historical operations and financial performance. Specifically, the Company believes the adjusted results provide investors with relevant period-to-period comparisons that are consistent and more easily understood. The unaudited adjusted results are provided in addition to, and not as alternatives for, the Company’s reported results determined in accordance with generally accepted accounting principles. A complete reconciliation of actual results to the adjusted results appears below in the table entitled “Reconciliation of Reported Statement of Operations to the Adjusted Statement of Operations.”

The Company will hold a conference call at 4:30 pm (ET) on March 17, 2009 to discuss the news announced in this press release. A live webcast of the conference call will be accessible at www.guessinc.com via the “Investor’s Info” link. The webcast will be archived on the website for 30 days.

Guess?, Inc. designs, markets, distributes and licenses a lifestyle collection of contemporary apparel, denim, handbags, watches, footwear and other related consumer products. As of January 31, 2009, the Company operated 425 retail stores in the United States and Canada and 690 retail stores outside of North America, of which 96 were directly owned. The Company also distributes its products through better department and specialty stores around the world. For more information about the Company, please visit www.guessinc.com.

Except for historical information contained herein, certain matters discussed in this press release, including statements concerning the Company’s future prospects and guidance for the first quarter of fiscal 2010 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 to differ materially from what is currently anticipated. Factors which may cause actual results in future periods to differ materially from current expectations include, among other things, domestic and international economic conditions, including economic and other events leading to a reduction in consumer confidence and discretionary consumer spending; our ability to, among other things, anticipate consumer preferences, effectively operate our various retail concepts, effectively manage inventories and successfully execute our strategies, including our supply chain and international growth strategies; and risks associated with changes in economic, political, social and other conditions affecting our foreign operations, including currency fluctuations. In addition to these factors, the economic and other factors identified in the Company’s most recent annual report on Form 10-K and other filings with the Securities and Exchange Commission, including but not limited to the risk factors discussed therein, could cause actual results to differ materially from current expectations.

Contact: Guess?, Inc.

Investor Relations

(213) 765-5578

Source: Guess?, Inc.

Guess?, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(dollars in thousands, except per share data)

	Three Months Ended										Twelve Months Ended
	January 31,					February 2,					January 31,					February 2,
	2009					2008					2009					2008
	$			%		$			%		$			%		$			%

Net revenue
Product sales	$	538,440		96.0	%	$	488,130		94.9	%	$	1,993,125		95.2	%	$	1,659,184		94.8	%
Net royalties		22,630		4.0	%		26,471		5.1	%		100,265		4.8	%		90,732		5.2	%
		561,070		100.0	%		514,601		100.0	%		2,093,390		100.0	%		1,749,916		100.0	%

Cost of product sales		333,648		59.5	%		281,078		54.6	%		1,170,762		55.9	%		957,147		54.7	%

Gross profit		227,422		40.5	%		233,523		45.4	%		922,628		44.1	%		792,769		45.3	%

Selling, general and administrative expenses		136,678		24.3	%		137,173		26.7	%		569,398		27.2	%		483,079		27.6	%
Asset impairment charges		22,272		4.0	%		150		0.0	%		24,443		1.2	%		551		0.0	%

Earnings from operations		68,472		12.2	%		96,200		18.7	%		328,787		15.7	%		309,139		17.7	%

Other (income) expense:
Interest expense		1,200		0.2	%		1,243		0.2	%		4,730		0.2	%		3,442		0.2	%
Interest income		(1,015	)	(0.2	%)		(2,162	)	(0.4	%)		(6,101	)	(0.3	%)		(7,546	)	(0.4	%)
Other, net		6,000		1.1	%		2,104		0.4	%		11,349		0.6	%		1,780		0.1	%

Earnings before income taxes and minority interests		62,287		11.1	%		95,015		18.5	%		318,809		15.2	%		311,463		17.8	%

Income taxes		14,258		2.6	%		40,052		7.8	%		103,784		5.0	%		124,099		7.1	%
Minority interest		117		—			(226	)	—			1,463		—			892		—

Net earnings	$	47,912		8.5	%	$	55,189		10.7	%	$	213,562		10.2	%	$	186,472		10.7	%

Net earnings per share:

Basic	$	0.52				$	0.60				$	2.31				$	2.02

Diluted	$	0.52				$	0.59				$	2.28				$	1.99

Weighted number of shares outstanding:

Basic		91,847					92,654					92,561					92,307

Diluted		92,673					93,943					93,570					93,695

Adjusted earnings from operations (1)	$	90,744		16.2	%	$	96,350		18.7	%	$	353,230		16.9	%	$	309,690		17.7	%

Adjusted net earnings (1)	$	61,982		11.0	%	$	55,281		10.7	%	$	228,962		10.9	%	$	186,811		10.7	%

Adjusted diluted earnings per share (1)	$	0.67				$	0.59				$	2.45				$	1.99

(1)	The adjusted results reflect the exclusion of the asset impairment charges (and related taxes where applicable) recorded during the periods presented. A complete reconciliation of actual results to adjusted results is presented in the table entitled "Reconciliation of Reported Statement of Operations to the Adjusted Statement of Operations."

Guess?, Inc. and Subsidiaries

Reconciliation of Reported Statement of Operations to the Adjusted Statement of Operations

(dollars in thousands, except per share data)

The following table provides reconciliations of reported earnings from operations to adjusted earnings from operations and reported net earnings to adjusted net earnings, in each case to reflect the exclusion of non-cash asset impairment charges in North America and Asia.

	Three Months Ended										Twelve Months Ended
	January 31,					February 2,					January 31,					February 2,
	2009					2008					2009					2008
			% of					% of					% of					% of
		$	Revenues				$	Revenues				$	Revenues				$	Revenues

Asset impairment charges	$	22,272				$	150				$	24,443				$	551
Less related income taxes		8,202					58					9,043					212
Asset impairment charges net of income taxes	$	14,070				$	92				$	15,400				$	339

Reported earnings from operations	$	68,472		12.2	%	$	96,200		18.7	%	$	328,787		15.7	%	$	309,139		17.7	%
Add back asset impairment charges		22,272					150					24,443					551
Adjusted earnings from operations	$	90,744		16.2	%	$	96,350		18.7	%	$	353,230		16.9	%	$	309,690		17.7	%

Reported net earnings	$	47,912		8.5	%	$	55,189		10.7	%	$	213,562		10.2	%	$	186,472		10.7	%
Add back asset impairment charges net of taxes		14,070					92					15,400					339
Adjusted net earnings	$	61,982		11.0	%	$	55,281		10.7	%	$	228,962		10.9	%	$	186,811		10.7	%

Adjusted diluted earnings per share:	$	0.67				$	0.59				$	2.45				$	1.99

Weighted number of shares outstanding:

Basic		91,847					92,654					92,561					92,307

Diluted		92,673					93,943					93,570					93,695

Guess?, Inc. and Subsidiaries

Consolidated Segment Data

(dollars in thousands)

	Three Months Ended									Twelve Months Ended
	January 31,			February 2,			%			January 31,			February 2,			%
	2009			2008			chg			2009			2008			chg

Net revenue:
Retail operations	$	288,609		$	270,872			7	%	$	977,980		$	862,381			13	%
Wholesale operations		69,924			65,070			7	%		296,181			258,445			15	%
European operations		179,907			152,188			18	%		718,964			538,358			34	%
Licensing operations		22,630			26,471			-15	%		100,265			90,732			11	%
	$	561,070		$	514,601			9	%	$	2,093,390		$	1,749,916			20	%

Earnings (loss) from operations:
Retail operations before asset impairment charges	$	33,920		$	49,580			-32	%	$	116,449		$	129,074			-10	%
Retail asset impairment charges		(21,122	)		(150	)					(23,293	)		(551	)
Retail operations including asset impairment charges	$	12,798		$	49,430			-74	%	$	93,156		$	128,523			-28	%

Wholesale operations before asset impairment charges		9,467			11,739			-19	%		46,651			49,894			-6	%
Wholesale asset impairment charges		(1,150	)		0						(1,150	)		0
Wholesale operations including asset impairment charges	$	8,317		$	11,739			-29	%	$	45,501		$	49,894			-9	%

European operations		39,002			27,879			40	%		168,630			120,818			40	%
Licensing operations		19,570			23,508			-17	%		86,422			77,941			11	%
Corporate overhead		(11,215	)		(16,356	)		-31	%		(64,922	)		(68,037	)		-5	%
	$	68,472		$	96,200			-29	%	$	328,787		$	309,139			6	%

Operating margins:
Retail operations before asset impairment charges		11.8	%		18.3	%					11.9	%		15.0	%
Retail operations including asset impairment charges		4.4	%		18.2	%					9.5	%		14.9	%

Wholesale operations before asset impairment charges		13.5	%		18.0	%					15.8	%		19.3	%
Wholesale operations including asset impairment charges		11.9	%		18.0	%					15.4	%		19.3	%

European operations		21.7	%		18.3	%					23.5	%		22.4	%
Licensing operations		86.5	%		88.8	%					86.2	%		85.9	%

Total Company		12.2	%		18.7	%					15.7	%		17.7	%

Guess?, Inc. and Subsidiaries

Selected Condensed Consolidated Balance Sheet Data

(in thousands)

	January 31,		February 2,
	2009		2008

ASSETS

Cash and cash equivalents	$	294,118	$	275,595

Receivables, net		264,340		254,400

Inventories, net		239,675		232,159

Other current assets		96,056		52,585

Property and equipment, net		221,416		229,917

Other assets		130,961		141,572

Total Assets	$	1,246,566	$	1,186,228

LIABILITIES AND STOCKHOLDERS' EQUITY

Current portion of borrowings and capital lease obligations	$	24,018	$	35,254

Other current liabilities		311,866		346,902

Borrowings and capital lease obligations		14,586		18,724

Other long-term liabilities		110,592		122,385

Minority interest		9,466		5,989

Stockholders' equity		776,038		656,974

Total Liabilities and Stockholders' Equity	$	1,246,566	$	1,186,228

Guess?, Inc. and Subsidiaries

Condensed Consolidated Cash Flow Data

(in thousands)

	Twelve Months Ended
	January 31,			February 2,
	2009			2008

Net cash provided by operating activities	$	228,625		$	180,763

Net cash used in investing activities		(102,217	)		(117,161	)

Net cash used in financing activities		(99,126	)		(86	)

Effect of exchange rates on cash		(8,759	)		4,462

Net increase in cash and cash equivalents		18,523			67,978

Cash and cash equivalents at the beginning of the year		275,595			207,617

Cash and cash equivalents at the end of the period	$	294,118		$	275,595

Supplemental information:

Depreciation and amortization	$	61,096		$	50,579

Rent		159,426			122,305

Guess?, Inc. and Subsidiaries

Retail Store Data

U.S. and Canada

	Twelve Months Ended
	January 31,			February 2,
	2009			2008

Number of stores at the beginning of the year		373			334

Store openings		57			49

Store closures		(5	)		(10	)

Number of stores at the end of the period		425			373

Total store square footage at the end of the period		1,953,600			1,759,000