UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 28, 2003
OR
o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to
Commission File Number 1-11893
GUESS?, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE |
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95-3679695 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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1444 South Alameda Street |
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(Address of principal executive offices) |
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(213) 765-3100 |
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(Registrant’s telephone number, including area code) |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
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Yes |
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ý |
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No |
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o |
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Indicate by check mark whether registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
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Yes |
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ý |
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No |
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o |
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As of August 4, 2003, the registrant had 43,177,406 shares of Common Stock, $.01 par value per share, outstanding.
GUESS?, INC.
FORM 10-Q
TABLE OF CONTENTS
GUESS?, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
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June 28, |
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Dec 31, |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
7,102 |
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$ |
31,753 |
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Restricted cash |
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4,923 |
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— |
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Receivables, net |
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36,116 |
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35,437 |
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Inventories, net |
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96,269 |
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95,683 |
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Prepaid expenses and other current assets |
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15,169 |
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11,278 |
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Deferred tax assets |
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14,836 |
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14,836 |
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Total current assets |
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174,415 |
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188,987 |
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Property and equipment, at cost, less accumulated depreciation and amortization |
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120,911 |
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128,097 |
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Goodwill, net of accumulated amortization |
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11,610 |
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10,970 |
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Other assets, at cost, net of accumulated amortization |
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24,576 |
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21,478 |
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Total assets |
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$ |
331,512 |
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$ |
349,532 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Current installments of notes payable and long-term debt |
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$ |
13,933 |
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$ |
80,138 |
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Accounts payable |
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39,995 |
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44,460 |
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Accrued expenses |
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37,110 |
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42,963 |
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Total current liabilities |
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91,038 |
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167,561 |
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Notes payable and long-term debt, excluding current installments |
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67,631 |
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1,480 |
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Other liabilities |
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14,584 |
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14,211 |
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Total liabilities |
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173,253 |
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183,252 |
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Stockholders’ equity: |
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Preferred stock, $.01 par value. Authorized 10,000,000 shares; no shares issued and outstanding |
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— |
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— |
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Common stock, $.01 par value. Authorized 150,000,000 shares; issued 64,254,198 and 64,203,462, outstanding 43,176,656 and 43,076,767 shares at June 28, 2003 and December 31, 2002, respectively |
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150 |
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150 |
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Paid-in capital |
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169,901 |
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170,111 |
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Deferred compensation |
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(460 |
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(729 |
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Retained earnings |
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144,678 |
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155,896 |
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Accumulated other comprehensive income (loss) |
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1,206 |
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(1,565 |
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Treasury stock, 21,077,542 and 21,126,695 shares repurchased at June 28, 2003 and December 31, 2002, respectively |
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(157,216 |
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(157,583 |
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Net stockholders’ equity |
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158,259 |
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166,280 |
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Total liabilities and stockholders’ equity |
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$ |
331,512 |
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$ |
349,532 |
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See accompanying notes to condensed consolidated financial statements.
1
GUESS?, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
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Three Months Ended |
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Six Months Ended |
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June 28, |
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June 29, |
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June 28, |
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June 29, |
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Net revenue: |
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Product sales |
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$ |
123,164 |
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$ |
112,996 |
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$ |
251,886 |
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$ |
241,257 |
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Net royalties |
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7,878 |
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6,793 |
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18,740 |
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16,711 |
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131,042 |
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119,789 |
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270,626 |
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257,968 |
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Cost of product sales |
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90,055 |
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79,381 |
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188,290 |
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172,444 |
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Gross profit |
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40,987 |
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40,408 |
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82,336 |
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85,524 |
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Selling, general and administrative expenses |
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47,207 |
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49,847 |
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96,631 |
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98,474 |
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Restructuring, impairment and severance charges |
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846 |
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— |
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846 |
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655 |
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Loss from operations |
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(7,066 |
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(9,439 |
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(15,141 |
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(13,605 |
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Other (income) expense: |
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Interest expense |
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2,558 |
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2,258 |
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4,646 |
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4,592 |
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Interest income |
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(58 |
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