Document


 


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): November 30, 2016

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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 November 30, 2016 announcing its financial results for the quarter ended October 29, 2016. 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 November 30, 2016 (financial results for the quarter ended October 29, 2016)

2



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: November 30, 2016
GUESS?, INC.
 
 
 
By:
/s/ Sandeep Reddy
 
 
Sandeep Reddy
Chief Financial Officer


3



EXHIBIT INDEX


Exhibit No.
 
Description
 
 
 
99.1
 
Press Release of Guess?, Inc. dated November 30, 2016 (financial results for the quarter ended October 29, 2016)


4
Exhibit

 
 
 
 
Exhibit 99.1
                                    
GUESS?, INC. REPORTS THIRD QUARTER RESULTS

Q3 Fiscal 2017 EPS of $0.11, Compared to EPS of $0.15 in Q3 Fiscal 2016

Q3 Fiscal 2017 Revenues Increased 3% to $536 Million


LOS ANGELES, November 30, 2016 - Guess?, Inc. (NYSE: GES) today reported financial results for its third quarter ended October 29, 2016.

Victor Herrero, Chief Executive Officer, commented, “While I recognize the challenges we are facing in the Americas, I am thrilled that, due to our various revenue enhancement initiatives, our third quarter revenues increased by 3%. We enjoyed strong double digit growth in Europe and in Asia, and we remain focused on improving our profitability in North America. As we reach the end of our transition year, I look forward to fiscal year 2018 with tremendous anticipation and excitement.”

Mr. Herrero continued, “Third quarter earnings finished at the low-end of our guidance. Overall we are pleased with the performance of our international businesses. In Europe, our revenues were up 16% driven by new store openings and another strong quarter of positive comp store sales. Our European wholesale order book for Spring Summer finished up 1%, marking the second consecutive season of growth in the European wholesale business. Turning to Asia, revenues finished up 10% driven by new store openings and positive comp store sales in China.”

Mr. Herrero continued, “In the Americas, where the retail environment remains challenging, we are more than ever focused on improving the profitability of our retail business. In order to do so, we have identified a four point plan that we believe will drive value for our business: (1) continue to negotiate rent reductions whenever possible, (2) close unprofitable stores upon lease kick-out or expiration unless new rent terms make them profitable, (3) continue to implement supply chain initiatives including vendor consolidation, fabric platforming and source country diversification and (4) enhance our digital capabilities to help set ourselves apart from other retailers.”

Mr. Herrero concluded, “As for the outlook for the current fiscal year, our previous full year guidance assumed better comps and gross margins in the Americas Retail segment for the fourth quarter than we are now expecting based on our third quarter results and trends so far in the fourth quarter. This is the main driver of the change in company guidance.”

This press release contains certain non-GAAP, or adjusted, financial measures, which exclude the impact of (i) a gain from the sale of a minority interest investment recorded during the second quarter of fiscal 2017 and (ii) restructuring charges and a related exit tax charge recorded during the first quarter of fiscal 2017. A reconciliation of reported GAAP results to comparable non-GAAP results is provided in the accompanying tables and discussed under the heading “Presentation of Non-GAAP Information” below.

Third Quarter Fiscal 2017 Results

For the third quarter of fiscal 2017, the Company recorded net earnings of $9.1 million, a 26.8% decrease from $12.4 million for the third quarter of fiscal 2016. Diluted earnings per share decreased 26.7% to $0.11 for the third quarter of fiscal 2017, from $0.15 for the prior-year quarter. The Company estimates that currencies did not have a meaningful impact on diluted earnings per share in the third quarter of fiscal 2017.

Net Revenue. Total net revenue for the third quarter of fiscal 2017 increased 2.9% to $536.3 million, compared to $521.0 million in the prior-year quarter. In constant currency, net revenue also increased by 2.9%.
 
Americas Retail revenues decreased 4.7% in U.S. dollars and 4.6% in constant currency; retail comp sales including e-commerce decreased 4.9% in U.S. dollars and 4.8% in constant currency.

Europe revenues increased 16.4% in U.S. dollars and 16.8% in constant currency.

Asia revenues increased 9.8% in U.S. dollars and 6.4% in constant currency.

Americas Wholesale revenues decreased 4.3% in U.S. dollars and 2.2% in constant currency.

Licensing revenues decreased 14.3% in U.S. dollars and constant currency.

Operating Earnings. Operating earnings for the third quarter of fiscal 2017 decreased 27.4% to $15.1 million (including a $0.2 million unfavorable currency translation impact), from $20.8 million in the prior-year quarter. Operating margin in the third quarter decreased 120 basis points to 2.8%, from 4.0% in the prior-year quarter, driven primarily by the negative impact on the Company’s fixed cost structure resulting from negative comparable store sales in Americas Retail and segment mix, partially offset by lower performance-based compensation costs. The negative impact of currency on operating margin for the quarter was roughly 40 basis points.

Operating margin for the Company’s Americas Retail segment decreased 400 basis points to negative 4.9% in the third quarter of fiscal 2017, from negative 0.9% in the prior-year period. The decrease in operating margin was driven primarily by the negative impact on the fixed cost structure resulting from negative comparable store sales and more markdowns.

Operating margin for the Company’s Europe segment increased 220 basis points to 6.0% in the third quarter of fiscal 2017, compared to 3.8% in the prior-year period, driven primarily by the favorable impact on the fixed cost structure resulting from higher wholesale shipments and overall leveraging of expenses, partially offset by the unfavorable impact from currency exchange rate fluctuations.

Operating margin for the Company’s Asia segment decreased 630 basis points to negative 1.6% in the third quarter of fiscal 2017, from 4.7% in the prior-year period. The decrease in operating margin was driven by a higher SG&A rate due primarily to the unfavorable impact from country mix and higher expenses resulting from expansion in China.

Operating margin for the Company’s Americas Wholesale segment decreased 310 basis points to 17.4% in the third quarter of fiscal 2017, from 20.5% in the prior-year period, due to lower gross margins and a higher SG&A rate. The lower gross margins were driven primarily by lower initial mark-ups. The higher SG&A rate was due to overall deleveraging of expenses.

Operating margin for the Company’s Licensing segment decreased 480 basis points to 84.7% in the third quarter of fiscal 2017, from 89.5% in the prior-year period.

Other net income, which primarily includes net unrealized and realized mark-to-market revaluation gains on foreign exchange currency contracts, partially offset by net unrealized mark-to-market revaluation losses on foreign currency balances, was $0.1 million for the third quarter of fiscal 2017, compared to $0.2 million in the prior-year quarter.

Nine-Month Period Results

For the nine months ended October 29, 2016, the Company recorded GAAP net earnings of $16.2 million, a 52.5% decrease from $34.1 million for the nine months ended October 31, 2015. GAAP diluted earnings per share decreased 52.5% to $0.19 for the nine months ended October 29, 2016, from $0.40 for the prior-year period.

During the nine months ended October 29, 2016, the Company recognized a gain from the sale of a minority interest investment of approximately $22.3 million which was partially offset by the negative impact from restructuring charges of $6.1 million and a related exit tax charge of $1.9 million (or a combined $14.5 million after considering the net $0.2 million tax benefit resulting from the restructuring charges and the sale of the minority interest investment), or a favorable $0.17 per share impact. Excluding the impact of these items, adjusted net earnings was $1.7 million and adjusted diluted earnings per share was $0.02 during the nine months ended October 29, 2016. The Company estimates the negative impact of currency on diluted earnings per share for the nine months ended October 29, 2016 was approximately $0.12.

Net Revenue. Total net revenue for the first nine months of fiscal 2017 decreased 1.0% to $1.53 billion, from $1.55 billion in the prior-year period. In constant currency, net revenue decreased by 0.4%.

Americas Retail revenues decreased 4.0% in U.S. dollars and 3.1% in constant currency; retail comp sales including e-commerce decreased 3.9% in U.S. dollars and 3.2% in constant currency.

Europe revenues increased 7.7% in U.S. dollars and 7.2% in constant currency.

Asia revenues decreased 4.2% in U.S. dollars and 2.9% in constant currency.

Americas Wholesale revenues decreased 7.8% in U.S. dollars and 4.1% in constant currency.

Licensing revenues decreased 13.8% in U.S. dollars and constant currency.

Operating Earnings. GAAP operating earnings for the first nine months of fiscal 2017 decreased 96.6% to $1.7 million (including a $1.3 million unfavorable currency translation impact), from $51.4 million in the prior-year period. GAAP operating margin in the first nine months of fiscal 2017 decreased 320 basis points to 0.1%, from 3.3% in the prior-year period, driven primarily by the negative impact of currency exchange rate fluctuations, the negative impact on the Company’s fixed cost structure resulting from negative comparable store sales in Americas Retail and segment mix, partially offset by the favorable impact from positive comparable store sales in Europe. The negative impact of currency on operating margin for the first nine months of fiscal 2017 was roughly 80 basis points.

Excluding the impact of the restructuring charges, adjusted operating earnings was $7.8 million and adjusted operating margin was 0.5%, a decrease of 280 basis points compared to the same prior-year period.

Operating margin for the Company’s Americas Retail segment decreased 320 basis points to negative 3.8% in the first nine months of fiscal 2017, from negative 0.6% in the prior-year period. The decrease in operating margin was driven primarily by the negative impact on the fixed cost structure resulting from negative comparable store sales and more markdowns.

Operating margin for the Company’s Europe segment decreased 120 basis points to 3.0% in the first nine months of fiscal 2017, from 4.2% in the prior-year period, due to lower gross margins, partially offset by a lower SG&A rate. The lower gross margins were driven primarily by the unfavorable impact from currency exchange rate fluctuations and business mix, partially offset by the favorable impact from positive comparable store sales. The lower SG&A rate was driven by the favorable impact on the fixed cost structure resulting from positive comparable store sales.

Operating margin for the Company’s Asia segment decreased 770 basis points to negative 3.1% in the first nine months of fiscal 2017, from 4.6% in the prior-year period. The decrease in operating margin was due to a higher SG&A rate and lower gross margins. The higher SG&A rate was driven primarily by higher expenses resulting from expansion in China, the unfavorable impact from country mix and overall deleveraging. The lower gross margins were driven by higher occupancy costs due to retail expansion in China and overall deleveraging.

Operating margin for the Company’s Americas Wholesale segment decreased 260 basis points to 15.6% in the first nine months of fiscal 2017, from 18.2% in the prior-year period. The decrease in operating margin was due to lower gross margins and a higher SG&A rate. The lower gross margins were driven primarily by the unfavorable impact from currency exchange rate fluctuations on product costs and lower initial markups. The higher SG&A rate was due primarily to overall deleveraging.

Operating margin for the Company’s Licensing segment decreased 40 basis points to 88.6% in the first nine months of fiscal 2017, from 89.0% in the prior-year period.

Other net income, which primarily includes a realized gain of $22.3 million from the sale of a minority interest investment, was $26.4 million for the first nine months of fiscal 2017, compared to $6.6 million in the prior-year period. The gain from the sale of the minority interest investment has been excluded for purposes of calculating adjusted financial measures for the first nine months of fiscal 2017. A reconciliation of reported GAAP results to comparable non-GAAP results is provided in the accompanying tables and discussed under the heading “Presentation of Non-GAAP Information” below.

Dividends

The Company’s Board of Directors has approved a quarterly cash dividend of $0.225 per share on the Company’s common stock. The dividend will be payable on December 30, 2016 to shareholders of record at the close of business on December 14, 2016.

Outlook

The following guidance assumes that foreign currency exchange rates remain at prevailing rates:

The Company’s expectations for the fourth quarter of fiscal 2017 ending January 28, 2017, are as follows:

Consolidated net revenues are expected to increase between 3.5% and 7.5% in U.S. dollars. Currency headwinds are expected to negatively impact consolidated revenue growth by approximately 0.5%. Excluding the impact of currency, consolidated net revenues are expected to increase between 4.0% and 8.0% in constant currency.
Operating margin is expected to be between 7.5% and 9.5% and includes roughly 30 basis points of currency headwind.
Diluted earnings per share are expected to be in the range of $0.40 to $0.50. Currencies are expected to have a minimal impact on earnings per share for the fourth quarter.

The Company updated its outlook for the fiscal year ending January 28, 2017, which is now as follows:

Consolidated net revenues are expected to increase between 0.5% and 1.5% in U.S. dollars. Currency headwinds are expected to negatively impact consolidated revenue growth by approximately 0.5%. Excluding the impact of currency, consolidated net revenues are expected to increase between 1.0% and 2.0% in constant currency.
GAAP operating margin is expected to be between 2.5% and 3.0% and includes roughly 60 basis points of currency headwind. Adjusted operating margin is expected to be between 3.0% and 3.5%.
GAAP diluted earnings per share are expected to be in the range of $0.59 to $0.69. The estimated impact on earnings per share of the currency headwinds is approximately $0.14. Adjusted diluted earnings per share are expected to be in the range of $0.42 to $0.52.

During the first nine months of fiscal 2017, the Company recognized a gain related to the sale of its minority interest equity holding in a privately-held boutique apparel company. The Company also implemented a global cost reduction and restructuring plan to better align its global cost and organizational structure with its current strategic initiatives which resulted in restructuring charges and a related exit tax charge incurred during the first nine months of fiscal 2017. The Company’s adjusted outlook for the full year excludes the impact of these items recorded in the first nine months of fiscal 2017, where applicable. The Company’s expectations for the fourth quarter ending January 28, 2017, and the Company’s adjusted and GAAP outlook for the fiscal year ending January 28, 2017, also exclude the impact of any restructuring charges that may be recorded in the fourth quarter of fiscal 2017.

On a segment basis, the Company expects the following ranges for percentage changes for comparable store sales (“comps”) and net revenue in U.S. dollars and constant currency compared to the same prior-year period:

Outlook by Segment1
 
 
 
 
 
 
 
 
 
 
 
 
 
Fourth Quarter of Fiscal 2017
 
Fiscal Year 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Dollars
 
Constant Currency2
 
U.S. Dollars
 
Constant Currency2
 
 
 
 
 
 
 
 
 
 
Americas Retail:
 
 
 
 
 
 
 
 
 
Comps
 
down MSD to HSD
 
down MSD to HSD
 
down LSD to MSD
 
down LSD to MSD
 
Net Revenue
 
down LSD to MSD
 
down LSD to MSD
 
down LSD to MSD
 
down LSD
 
 
 
 
 
 
 
 
 
 
Europe:
 
 
 
 
 
 
 
 
 
Comps
 
__ 
 
up HSD to LDD
 
__ 
 
up HSD to LDD
 
Net Revenue
 
up LDD to high teens
 
up mid-teens to high-teens
 
up HSD to LDD
 
up HSD to LDD
 
 
 
 
 
 
 
 
 
 
Asia:
 
 
 
 
 
 
 
 
 
Net Revenue
 
up low-twenties to high-twenties
 
up low-twenties to mid-twenties
 
up LSD
 
up LSD
 
 
 
 
 
 
 
 
 
 
Americas Wholesale:
 
 
 
 
 
 
 
 
 
Net Revenue
 
up HSD
 
up LDD
 
down LSD
 
down LSD
 
 
 
 
 
 
 
 
 
 
Licensing:
 
 
 
 
 
 
 
 
 
Net Revenue
 
down LDD
 
__ 
 
down LDD
 
__ 
 
 
 
 
 
 
 
 
 
 
Notes:
 
 
 
 
 
 
 
 
1

As used in the table above, “LSD” is used to refer to the range of Low-Single-Digits, “MSD” is used to refer to the range of Mid-Single-Digits, “HSD” is used to refer to the range of High-Single-Digits, and “LDD” is used to refer to the range of Low-Double-Digits.
2

Eliminates the impact of expected foreign currency translation to give investors a better understanding of the underlying trends within the business.

Presentation of Non-GAAP Information

The financial information presented in this release includes non-GAAP financial measures such as “adjusted” results (to exclude the impact of a gain from the sale of a minority interest investment, restructuring charges, related exit tax charge and tax impacts incurred during the nine months of fiscal 2017), constant currency financial information and free cash flow measures. The non-GAAP measures are provided in addition to, and not as alternatives for, the Company’s reported GAAP results.

The Company has excluded these items from its adjusted financial measures primarily because it does not believe such items reflect the Company’s ongoing operating results or future outlook. The Company believes that these adjusted financial measures are useful as an additional means for investors to evaluate the comparability of the Company’s operating results when reviewed in conjunction with the Company’s GAAP financial statements. A reconciliation of reported GAAP results to comparable non-GAAP results is provided in the accompanying tables.

This release also includes certain constant currency financial information. Foreign currency exchange rate fluctuations affect the amount reported from translating the Company’s foreign revenue, expenses and balance sheet amounts into U.S. dollars. These rate fluctuations can have a significant effect on reported operating results under GAAP. The Company provides constant currency information to enhance the visibility of underlying business trends, excluding the effects of changes in foreign currency translation rates. To calculate net revenue, comparable store sales and earnings (loss) from operations on a constant currency basis, actual or forecasted results for the current-year period are translated into U.S. dollars at the average exchange rates in effect during the comparable period of the prior year. The constant currency calculations do not adjust for the impact of revaluing specific transactions denominated in a currency that is different to the functional currency of that entity when exchange rates fluctuate. However, in calculating the estimated impact of currency on our earnings per share for our actual and forecasted results, the Company estimates gross margin (including the impact of merchandise-related hedges) and expenses using the appropriate prior-year rates, translates the estimated foreign earnings at the comparable prior-year rates, and excludes the year-over-year earnings impact of gains or losses arising from balance sheet remeasurement and foreign currency contracts not designated as merchandise hedges. The constant currency information presented may not be comparable to similarly titled measures reported by other companies.

The Company also includes information regarding its free cash flows in this release. The Company calculates free cash flows as cash flows from operating activities less purchases of property and equipment. Free cash flows is not intended to be an alternative to cash flows from operating activities as a measure of liquidity, but rather provides additional visibility to investors regarding how much cash is generated for discretionary and non-discretionary items after deducting purchases of property and equipment. Free cash flow information presented may not be comparable to similarly titled measures reported by other companies. A reconciliation of reported GAAP cash flows from operating activities to the comparable non-GAAP free cash flow measure is provided in the accompanying tables.

Investor Conference Call

The Company will hold a conference call at 4:45 pm (ET) on November 30, 2016 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 Relations” link. The webcast will be archived on the website for 30 days.

About Guess?

Guess?, Inc. designs, markets, distributes and licenses a lifestyle collection of contemporary apparel, denim, handbags, watches, footwear and other related consumer products. Guess? products are distributed through branded Guess? stores as well as better department and specialty stores around the world. As of October 29, 2016, the Company directly operated 916 retail stores in the Americas, Europe and Asia. The Company’s licensees and distributors operated 735 additional retail stores worldwide. As of October 29, 2016, the Company and its licensees and distributors operated in more than 95 countries worldwide. For more information about the Company, please visit www.guess.com.

Forward-Looking Statements

Except for historical information contained herein, certain matters discussed in this press release or the related conference call and webcast, including statements concerning the Company’s expectations, future prospects and strategic initiatives; statements expressing optimism or pessimism about future operating results or events and projected sales, earnings, capital expenditures and business strategy; and guidance for the fourth quarter and full year of fiscal 2017, 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, which are frequently indicated by terms such as “expect,” “will,” “goal,” “strategy,” “believe,” “continue,” “outlook,” “plan” and similar terms, 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 others: our ability to maintain our brand image and reputation; domestic and international economic conditions, including economic and other events that could negatively impact consumer confidence and discretionary consumer spending; changes in the competitive marketplace and in our commercial relationships; our ability to anticipate and respond to consumer preferences and trends; our ability to manage our inventory commensurate with customer demand; risks related to the timing and costs of delivering merchandise to our stores and our wholesale customers; unexpected or unseasonable weather conditions; our ability to effectively operate our various retail concepts, including securing, renewing, modifying or terminating leases for store locations; our ability to successfully and/or timely implement our growth strategies and other strategic initiatives; our ability to expand internationally and operate in regions where we have less experience, including through joint ventures; our ability to successfully or timely implement plans for cost and workforce reductions; our ability to attract and retain key personnel; changes to our short or long-term strategic initiatives; unexpected obligations arising from new or existing litigation, tax and other regulatory proceedings; accounting adjustments identified from subsequent events arising after issuance of this release; risk of future asset impairments or restructuring charges; our ability to adapt to new regulatory compliance and disclosure obligations; risks associated with our foreign operations, such as violations of laws prohibiting improper payments and the burdens of complying with a variety of foreign laws and regulations; risks associated with the acts or omissions of our third party vendors, including a failure to comply with our vendor code of conduct or other policies; risks associated with cyber attacks and other cyber security risks; and changes in economic, political, social and other conditions affecting our foreign operations and sourcing, including the impact of currency fluctuations, global tax rates and economic and market conditions in Eastern Europe, Southern Europe and Asia (particularly China and Korea). In addition to these factors, the economic, technological, managerial, and other risks 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. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 
Contact:
Guess?, Inc.
 
 
Fabrice Benarouche
 
 
VP, Finance and Investor Relations
 
 
(213) 765-5578
 
 
 
 
Source:
Guess?, Inc.



Guess?, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(amounts in thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
 
 
October 29, 2016
 
October 31, 2015
 
October 29, 2016
 
October 31, 2015
 
 
 
 
 
$
%
 
$
%
 
$
%
 
$
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Product sales
 
$
512,553

95.6
%
 
$
493,214

94.7
%
 
$
1,462,029

95.6
%
 
$
1,467,110

94.9
%
Net royalties
 
23,768

4.4
%
 
27,750

5.3
%
 
68,066

4.4
%
 
78,942

5.1
%
Net revenue
 
536,321

100.0
%
 
520,964

100.0
%
 
1,530,095

100.0
%
 
1,546,052

100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of product sales
 
356,079

66.4
%
 
337,300

64.7
%
 
1,021,462

66.8
%
 
998,786

64.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross profit
 
180,242

33.6
%
 
183,664

35.3
%
 
508,633

33.2
%
 
547,266

35.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
165,119

30.8
%
 
162,826

31.3
%
 
500,828

32.7
%
 
495,874

32.1
%
Restructuring charges
 

0.0
%
 

0.0
%
 
6,083

0.4
%
 

0.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings from operations
 
15,123

2.8
%
 
20,838

4.0
%
 
1,722

0.1
%
 
51,392

3.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
(500
)
(0.1
%)
 
(292
)
(0.0
%)
 
(1,478
)
(0.0
%)
 
(1,456
)
(0.1
%)
 
 
Interest income
 
861

0.2
%
 
273

0.0
%
 
1,763

0.1
%
 
784

0.1
%
 
 
Other income, net
 
125

0.0
%
 
247

0.0
%
 
26,417

1.7
%
 
6,581

0.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings before income tax expense
 
15,609

2.9
%
 
21,066

4.0
%
 
28,424

1.9
%
 
57,301

3.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income tax expense
 
5,880

1.1
%
 
8,005

1.5
%
 
11,682

0.8
%
 
21,774

1.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net earnings
 
9,729

1.8
%
 
13,061

2.5
%
 
16,742

1.1
%
 
35,527

2.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net earnings attributable to noncontrolling interests
 
626

0.1
%
 
617

0.1
%
 
548

0.0
%
 
1,453

0.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net earnings attributable to Guess?, Inc.
 
$
9,103

1.7
%
 
$
12,444

2.4
%
 
$
16,194

1.1
%
 
$
34,074

2.2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net earnings per common share attributable to common stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
$
0.11

 
 
$
0.15

 
 
$
0.19

 
 
$
0.40

 
 
 
Diluted
 
$
0.11

 
 
$
0.15

 
 
$
0.19

 
 
$
0.40

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding attributable to common stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
83,758

 
 
83,985

 
 
83,631

 
 
84,651

 
 
 
Diluted
 
83,917

 
 
84,373

 
 
83,813

 
 
84,847

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Effective tax rate
 
37.7
%
 
 
38.0
%
 
 
41.1
%
 
 
38.0
%
 
 
Adjusted earnings from operations1:
 
 
 
 
 


 
$
7,805

0.5
%
 
 


 
Adjusted net earnings attributable to Guess?, Inc.1:
 
 
 
 
 


 
$
1,687

0.1
%
 
 



Adjusted diluted earnings per common share attributable to common stockholders1:
 
 
 
 




 
$
0.02


 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted effective tax rate1
 
 
 
 
 
 
 
81.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes:
 
 
 
 
 
 
 
 
 
 
 
 
1

The adjusted results reflect the exclusion of a gain on sale of a minority interest investment, restructuring charges, related exit tax charge and tax impacts recorded during the nine months ended October 29, 2016. No adjustments have been made to the same prior-year period. A complete reconciliation of actual results to adjusted results is presented in the table entitled “Reconciliation of GAAP Results to Adjusted Results.”
 
 
 
Guess?, Inc. and Subsidiaries
Reconciliation of GAAP Results to Adjusted Results
(dollars in thousands)
 
 
 
 
 
 
 
 
 
The following table provides reconciliations of reported GAAP earnings from operations to adjusted earnings from operations, reported GAAP net earnings attributable to Guess?, Inc. to adjusted net earnings attributable to Guess?, Inc. and reported GAAP income tax expense to adjusted income tax expense for the nine months ended October 29, 2016.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended
 
 
 
 
 
 
October 29, 2016
 
 
 
 
 
 
 
 
% of
 
 
 
 
 
 
$
 
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reported GAAP earnings from operations
 
$
1,722

 
0.1%
  Restructuring charges1
 
6,083

 
 
 
 
 
 
 
 
 
 
 
Adjusted earnings from operations
 
$
7,805

 
0.5%
 
 
 
 
 
 
 
 
 
Reported GAAP net earnings attributable to Guess?, Inc.
 
$
16,194

 
1.1%
 
 
 
 
 
 
 
 
 
  Restructuring charges1
 
6,083

 
 
 
 
 
 
 
  Gain on sale of a minority interest investment2
 
(22,279
)
 
 
 
 
 
 
 
  Income tax adjustments3
 
(222
)
 
 
  Exit tax charge4
 
1,911

 
 
 
 
 
 
 
Total adjustments affecting net earnings attributable to Guess?, Inc.
 
(14,507
)
 
 
 
 
 
 
 
 
 
 
 
Adjusted net earnings attributable to Guess?, Inc.
 
$
1,687

 
0.1%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reported GAAP income tax expense
 
$
11,682

 
 
 
 
 
 
 
  Total income tax adjustments3
 
222

 
 
  Exit tax charge4
 
(1,911
)
 
 
 
 
 
 
 
  Total income tax effect
 
(1,689
)
 
 
 
 
 
 
 
Adjusted income tax expense
 
$
9,993

 
 
 
 
 
 
 
 
 
 
 
Adjusted effective tax rate
 
81.7
%
 
 
 
 
 
 
 
 
 
 
 
Notes:
 
 
 
 
1

During the first quarter of fiscal 2017, the Company implemented a global cost reduction and restructuring plan to better align its global cost and organizational structure with its current strategic initiatives which resulted in restructuring charges, mainly related to cash-based severance costs, incurred during the nine months ended October 29, 2016. The restructuring charges were recorded during the three months ended April 30, 2016.
 
 
2

The Company recognized a gain related to the sale of its minority interest equity holding in a privately-held boutique apparel company during the nine months ended October 29, 2016. The gain related to the sale was recorded during the three months ended July 30, 2016.
 
 
3

The income tax effect of the restructuring charges was based on the Company’s assessment of deductibility using the statutory tax rate of the tax jurisdiction in which the charges were incurred. The income tax effect on the gain on sale of the minority interest investment was based on the impact of the transaction on the effective tax rate.
 
 
4

As a result of the global cost reduction and restructuring plan, the Company incurred an estimated exit tax charge related to its reorganization in Europe during the nine months ended October 29, 2016. The estimated exit tax charge was recorded during the three months ended April 30, 2016.
 
 
 
 
 
 
 
 
 

Guess?, Inc. and Subsidiaries
Consolidated Segment Data
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
 
 
 
October 29,
 
October 31,
 
%
 
October 29,
 
October 31,
 
%
 
 
 
 
 
 
2016
 
2015
 
change
 
2016
 
2015
 
change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net revenue:
 
 
 
 
 
 
 
 
 
 
 
 
Americas Retail
$
215,862

 
$
226,599

 
(5%)
 
$
646,573

 
$
673,304

 
(4%)
 
Europe
187,008

 
160,696

 
16%
 
535,855

 
497,468

 
8%
 
Asia
64,865

 
59,100

 
10%
 
172,241

 
179,880

 
(4%)
 
Americas Wholesale
44,818

 
46,819

 
(4%)
 
107,360

 
116,458

 
(8%)
 
Licensing
23,768

 
27,750

 
(14%)
 
68,066

 
78,942

 
(14%)
 
 
 
 
 
 
$
536,321

 
$
520,964

 
3%
 
$
1,530,095

 
$
1,546,052

 
(1%)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings (loss) from operations:
 
 
 
 
 
 
 
 
 
 
 
 
Americas Retail
$
(10,614
)
 
$
(2,053
)
 
(417%)
 
$
(24,829
)
 
$
(4,018
)
 
(518%)
 
Europe
11,157

 
6,150

 
81%
 
16,105

 
20,668

 
(22%)
 
Asia
(1,049
)
 
2,794

 
(138%)
 
(5,264
)
 
8,294

 
(163%)
 
Americas Wholesale
7,814

 
9,583

 
(18%)
 
16,764

 
21,202

 
(21%)
 
Licensing
20,141

 
24,842

 
(19%)
 
60,289

 
70,282

 
(14%)
 
Corporate Overhead
(12,326
)
 
(20,478
)
 
(40%)
 
(55,260
)
 
(65,036
)
 
(15%)
 
Restructuring Charges

 

 

 
(6,083
)
 

 
 
 
 
 
 
 
 
$
15,123

 
$
20,838

 
(27%)
 
$
1,722

 
$
51,392

 
(97%)
 
 
 
 
 
 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
Operating margins:
 
 
 
 
 
 
 
 
 
 
 
 
Americas Retail
(4.9
%)
 
(0.9
%)
 
 
 
(3.8
%)
 
(0.6
%)
 
 
 
Europe
6.0
%
 
3.8
%
 
 
 
3.0
%
 
4.2
%
 
 
 
Asia
(1.6
%)
 
4.7
%
 
 
 
(3.1
%)
 
4.6
%
 
 
 
Americas Wholesale
17.4
%
 
20.5
%
 
 
 
15.6
%
 
18.2
%
 
 
 
Licensing
84.7
%
 
89.5
%
 
 
 
88.6
%
 
89.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Company including restructuring charges
2.8
%
 
4.0
%
 
 
 
0.1
%
 
3.3
%
 
 
 
Total Company before restructuring charges
2.8
%
 
4.0
%
 
 
 
0.5
%
 
3.3
%
 
 

Guess?, Inc. and Subsidiaries
Constant Currency Financial Measures
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
 
 
 
 
 
 
 
 
October 29, 2016
 
October 31, 2015
 
% change
 
As Reported
 
Foreign Currency Impact
 
Constant Currency
 
As Reported
 
As Reported
 
Constant Currency
Net revenue:
 
 
 
 
 
 
 
 
 
 
 
 
Americas Retail
$
215,862

 
$
269

 
$
216,131

 
$
226,599

 
(5%)
 
(5%)
 
Europe
187,008

 
709

 
187,717

 
160,696

 
16%
 
17%
 
Asia
64,865

 
(1,961
)
 
62,904

 
59,100

 
10%
 
6%
 
Americas Wholesale
44,818

 
971

 
45,789

 
46,819

 
(4%)
 
(2%)
 
Licensing
23,768

 

 
23,768

 
27,750

 
(14%)
 
(14%)
 
 
 
 
 
 
$
536,321

 
$
(12
)
 
$
536,309

 
$
520,964

 
3%
 
3%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended
 
 
 
 
 
 
 
 
 
 
October 29, 2016
 
October 31, 2015
 
% change
 
As Reported
 
Foreign Currency Impact
 
Constant Currency
 
As Reported
 
As Reported
 
Constant Currency
Net revenue:
 
 
 
 
 
 
 
 
 
 
 
 
Americas Retail
$
646,573

 
$
6,001

 
$
652,574

 
$
673,304

 
(4%)
 
(3%)
 
Europe
535,855

 
(2,519
)
 
533,336

 
497,468

 
8%
 
7%
 
Asia
172,241

 
2,344

 
174,585

 
179,880

 
(4%)
 
(3%)
 
Americas Wholesale
107,360

 
4,296

 
111,656

 
116,458

 
(8%)
 
(4%)
 
Licensing
68,066

 

 
68,066

 
78,942

 
(14%)
 
(14%)
 
 
 
 
 
 
$
1,530,095

 
$
10,122

 
$
1,540,217

 
$
1,546,052

 
(1%)
 
(0%)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Guess?, Inc. and Subsidiaries
Selected Condensed Consolidated Balance Sheet Data
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
October 29,
 
January 30,
 
October 31,
 
 
 
 
 
 
 
 
2016
 
2016
 
20151
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
349,104

 
$
445,480

 
$
402,386

 
 
 
 
 
 
 
 
 
 
 
 
 
Receivables, net
218,205

 
222,359

 
195,825

 
 
 
 
 
 
 
 
 
 
 
 
 
Inventories
428,139

 
311,704

 
373,103

 
 
 
 
 
 
 
 
 
 
 
 
 
Other current assets
59,479

 
56,709

 
59,497

 
 
 
 
 
 
 
 
 
 
 
 
 
Property and equipment, net
272,918

 
255,344

 
240,058

 
 
 
 
 
 
 
 
 
 
 
 
 
Other assets
251,918

 
247,152

 
251,603

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Assets
$
1,579,763

 
$
1,538,748

 
$
1,522,472

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
 
Current portion of borrowings and capital lease obligations
$
560

 
$
4,024

 
$
4,450

 
 
 
 
 
 
 
 
 
 
 
 
 
Other current liabilities
363,416

 
323,035

 
322,600

 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
23,540

 
2,318

 
2,189

 
 
 
 
 
 
 
 
 
 
 
 
 
Other long-term liabilities
179,372

 
172,826

 
174,288

 
 
 
 
 
 
 
 
 
 
 
 
 
Redeemable and nonredeemable noncontrolling interests
14,659

 
18,070

 
17,004

 
 
 
 
 
 
 
 
 
 
 
 
 
Guess?, Inc. stockholders’ equity
998,216

 
1,018,475

 
1,001,941

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Liabilities and Stockholders’ Equity
$
1,579,763

 
$
1,538,748

 
$
1,522,472

 
 
 
 
 
 
 
 
 
 
 
 
 
Notes:
 
 
 
 
 
 
 
 
 
 
1

As a result of the adoption of new authoritative guidance during fiscal 2016 which requires that all deferred tax liabilities and assets be classified as long-term on the balance sheet, other current assets and other assets at October 31, 2015 were adjusted to reflect the reclassification of deferred tax assets for $19.3 million from current to long-term.
Guess?, Inc. and Subsidiaries
Condensed Consolidated Cash Flow Data
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended
 
 
 
 
 
 
 
 
October 29,
 
October 31,
 
 
 
 
 
 
 
 
2016
 
2015
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
 
 
$
(30,775
)
 
$
64,727

 
 
 
 
 
 
 
 
 
 
 
Net cash used in investing activities
 
 
(25,383
)
 
(30,529
)
 
 
 
 
 
 
 
 
 
 
 
Net cash used in financing activities
 
 
(44,977
)
 
(107,994
)
 
 
 
 
 
 
 
 
 
 
 
Effect of exchange rates on cash and cash equivalents
 
 
4,759

 
(7,301
)
 
 
 
 
 
 
 
 
 
 
 
Net change in cash and cash equivalents
 
 
(96,376
)
 
(81,097
)
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents at the beginning of the year
 
 
445,480

 
483,483

 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents at the end of the period
 
 
$
349,104

 
$
402,386

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Supplemental information:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
 
 
$
51,194

 
$
54,013

 
 
 
 
 
 
 
 
 
 
 
Rent
 
 
$
193,671

 
$
193,292


Guess?, Inc. and Subsidiaries
Reconciliation of Net Cash Provided by (Used in) Operating Activities to Free Cash Flow
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended
 
 
 
 
 
 
 
 
October 29,
 
October 31,
 
 
 
 
 
 
 
 
2016
 
2015
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
 
 
$
(30,775
)
 
$
64,727

 
 
 
 
 
 
 
 
 
 
 
Less: Purchases of property and equipment
 
 
(66,849
)
 
(40,293
)
 
 
 
 
 
 
 
 
 
 
 
Free cash flow
 
 
$
(97,624
)
 
$
24,434

 
 
 
 
 
 
 
 
 
 
 

Guess?, Inc. and Subsidiaries
Retail Store Data
International Store Count
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of October 29, 2016
 
As of October 31, 2015
 
 
 
 
Total
 
Directly Operated
 
Total
 
Directly Operated
Region
 
 
 
Stores
 
Stores
 
Stores
 
Stores
 
 
 
 
 
 
 
 
 
 
 
 
United States
342
 
341
 
347
 
346
 
 
 
 
 
 
 
 
 
 
 
 
Canada
111
 
111
 
114
 
114
 
 
 
 
 
 
 
 
 
 
 
 
Central and South America
91
 
48
 
96
 
43
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Americas
544
 
500
 
557
 
503
 
 
 
 
 
 
 
 
 
 
 
 
Europe and the Middle East
614
 
321
 
593
 
274
 
 
 
 
 
 
 
 
 
 
 
 
Asia
493
 
95
 
475
 
49
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,651
 
916
 
1,625
 
826
 
 
 
 
 
 
 
 
 
 
 
Guess?, Inc. and Subsidiaries
Directly Operated Retail Store Data
U.S. and Canada
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended
 
 
 
 
 
 
 
 
October 29,
 
October 31,
 
 
 
 
 
 
 
 
2016
 
2015
 
 
 
 
 
 
 
 
 
 
 
Number of stores at the beginning of the year
 
 
455
 
481
 
 
 
 
 
 
 
 
 
 
 
 
Store openings
 
 
11
 
10
 
 
 
 
 
 
 
 
 
 
 
 
Store closures
 
 
(14)
 
(31)
 
 
 
 
 
 
 
 
 
 
 
Number of stores at the end of the period
 
 
452
 
460
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total store square footage at the end of the period
 
 
2,216,000
 
2,225,000



Guess?, Inc. and Subsidiaries
Americas Retail Net Revenue
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
October 29,
 
October 31,
 
%
 
October 29,
 
October 31,
 
%
 
2016
 
2015
 
change
 
2016
 
2015
 
change
Net revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail stores
$
195,383

 
$
206,466

 
(5.4
%)
 
$
586,792

 
$
616,727

 
(4.9
%)
 
 
 
 
 
 
 
 
 
 
 
 
E-commerce sites
20,479

 
20,133

 
1.7
%
 
59,781

 
56,577

 
5.7
%
 
 
 
 
 
 
 
 
 
 
 
 
Total
$
215,862

 
$
226,599

 
(4.7
%)
 
$
646,573

 
$
673,304

 
(4.0
%)
 
 
 
 
 
 
 
 
 
 
 
 

Guess?, Inc. and Subsidiaries
Retail Store Change in Comparable Store Sales
U.S. and Canada
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
October 29, 2016
 
October 29, 2016
 
U.S. Dollars
 
Constant Currency
 
U.S. Dollars
 
Constant Currency
 
 
 
 
 
 
 
 
Excluding e-commerce sales
(5.6%)
 
(5.4%)
 
(4.8%)
 
(4.1%)
 
 
 
 
 
 
 
 
Impact of e-commerce sales
0.7%
 
0.6%
 
0.9%
 
0.9%
 
 
 
 
 
 
 
 
Including e-commerce sales
(4.9%)
 
(4.8%)
 
(3.9%)
 
(3.2%)