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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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incorporation or organization)
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Identification No.)
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1444 South Alameda Street
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Los Angeles, California
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90021
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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GUESS?, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
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|||||||
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Jul 30,
2016 |
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Jan 30,
2016 |
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(unaudited)
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||||
ASSETS
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Current assets:
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Cash and cash equivalents
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$
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415,499
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$
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445,480
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Accounts receivable, net
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201,260
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222,359
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Inventories
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379,748
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311,704
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Other current assets
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55,831
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56,709
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Total current assets
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1,052,338
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1,036,252
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Property and equipment, net
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271,512
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255,344
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Goodwill
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34,162
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33,412
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Other intangible assets, net
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7,196
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7,269
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Deferred tax assets
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89,256
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83,613
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Other assets
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120,552
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122,858
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$
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1,575,016
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$
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1,538,748
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Current portion of borrowings and capital lease obligations
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$
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555
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$
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4,024
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Accounts payable
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201,992
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177,505
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Accrued expenses
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135,929
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145,530
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Total current liabilities
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338,476
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327,059
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Long-term debt
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23,639
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2,318
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Deferred rent and lease incentives
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78,870
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76,968
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Other long-term liabilities
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102,289
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95,858
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543,274
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502,203
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Redeemable noncontrolling interests
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3,941
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5,252
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Commitments and contingencies (Note 12)
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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
140,556,666
and 140,028,937 shares, outstanding
84,386,548 and 83,833,937 shares, as of July 30, 2016 and January 30, 2016, respectively
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844
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838
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Paid-in capital
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475,476
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468,574
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Retained earnings
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1,237,935
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1,269,775
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Accumulated other comprehensive loss
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(137,214
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)
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(158,054
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)
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Treasury stock,
56,170,118 and 56,195,000 shares as of July 30, 2016 and January 30, 2016, respectively
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(562,409
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)
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(562,658
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)
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Guess?, Inc. stockholders’ equity
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1,014,632
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1,018,475
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Nonredeemable noncontrolling interests
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13,169
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12,818
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Total stockholders’ equity
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1,027,801
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1,031,293
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$
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1,575,016
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$
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1,538,748
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GUESS?, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
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|||||||||||||||
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Three Months Ended
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Six Months Ended
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||||||||||||
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Jul 30,
2016 |
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Aug 1,
2015 |
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Jul 30,
2016 |
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Aug 1,
2015 |
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Net earnings
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$
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32,167
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$
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18,479
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|
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$
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7,013
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$
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22,466
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Other comprehensive income (loss) (“OCI”):
|
|
|
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|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
|
|
|
|
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||||||||
Gains (losses) arising during the period
|
(15,722
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)
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(20,933
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)
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27,430
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(21,636
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)
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Derivative financial instruments designated as cash flow hedges
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||||||
Gains (losses) arising during the period
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5,420
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5,721
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(6,823
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)
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4,426
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||||
Less income tax effect
|
(803
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)
|
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(1,137
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)
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1,560
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(768
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)
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Reclassification to net earnings for gains
realized
|
(1,131
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)
|
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(3,523
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)
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(2,547
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)
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(5,759
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)
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||||
Less income tax effect
|
250
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|
|
511
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|
|
521
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|
812
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Marketable securities
|
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Losses arising during the period
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(5
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)
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(7
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)
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(4
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)
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(14
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)
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Less income tax effect
|
3
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3
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3
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6
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Defined benefit plans
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Actuarial gain
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—
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11,378
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—
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11,378
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Foreign currency and other adjustments
|
28
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—
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(136
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)
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—
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Less income tax effect
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(2
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)
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(4,352
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)
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13
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(4,352
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)
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Actuarial loss amortization
|
85
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430
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171
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|
943
|
|
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Prior service credit
amortization
|
(7
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)
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(39
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)
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(14
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)
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(97
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)
|
||||
Curtailment
|
—
|
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(1,651
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)
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—
|
|
|
(1,651
|
)
|
||||
Less income tax effect
|
(19
|
)
|
|
522
|
|
|
(38
|
)
|
|
373
|
|
||||
Total comprehensive income
|
20,264
|
|
|
5,402
|
|
|
27,149
|
|
|
6,127
|
|
||||
Less comprehensive income (loss) attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
||||||
Net earnings (loss)
|
(102
|
)
|
|
190
|
|
|
(78
|
)
|
|
836
|
|
||||
Foreign currency translation adjustment
|
(1,225
|
)
|
|
(236
|
)
|
|
(704
|
)
|
|
(600
|
)
|
||||
Amounts attributable to noncontrolling interests
|
(1,327
|
)
|
|
(46
|
)
|
|
(782
|
)
|
|
236
|
|
||||
Comprehensive income attributable to Guess?, Inc.
|
$
|
21,591
|
|
|
$
|
5,448
|
|
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$
|
27,931
|
|
|
$
|
5,891
|
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GUESS?, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
|||||||
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Six Months Ended
|
||||||
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Jul 30,
2016 |
|
Aug 1,
2015 |
||||
Cash flows from operating activities:
|
|
|
|
|
|
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Net earnings
|
$
|
7,013
|
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$
|
22,466
|
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Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||
Depreciation and amortization of property and equipment
|
33,105
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|
35,363
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||
Amortization of intangible assets
|
944
|
|
|
1,080
|
|
||
Share-based compensation expense
|
9,049
|
|
|
8,052
|
|
||
Unrealized forward contract (gains) losses
|
1,181
|
|
|
(1,979
|
)
|
||
Net
gains
on disposition of long-term assets and property and equipment
|
(21,374
|
)
|
|
(171
|
)
|
||
Other items, net
|
(1,082
|
)
|
|
167
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
18,873
|
|
|
12,943
|
|
||
Inventories
|
(61,357
|
)
|
|
(21,791
|
)
|
||
Prepaid expenses and other assets
|
(6,718
|
)
|
|
(5,624
|
)
|
||
Accounts payable and accrued expenses
|
2,281
|
|
|
18,432
|
|
||
Deferred rent and lease incentives
|
1,183
|
|
|
(2,455
|
)
|
||
Other long-term liabilities
|
(706
|
)
|
|
(9,747
|
)
|
||
Net cash provided by (used in) operating activities
|
(17,608
|
)
|
|
56,736
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(44,223
|
)
|
|
(24,963
|
)
|
||
Proceeds from sale of long-term assets
|
43,399
|
|
|
—
|
|
||
Changes in other assets
|
—
|
|
|
1,768
|
|
||
Acquisition of businesses, net of cash acquired
|
(372
|
)
|
|
(846
|
)
|
||
Net cash settlement of forward contracts
|
357
|
|
|
6,814
|
|
||
Net cash used in investing activities
|
(839
|
)
|
|
(17,227
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payment of debt issuance costs
|
(111
|
)
|
|
(945
|
)
|
||
Proceeds from borrowings
|
21,500
|
|
|
581
|
|
||
Repayment of capital lease obligations and borrowings
|
(4,468
|
)
|
|
(756
|
)
|
||
Dividends paid
|
(38,383
|
)
|
|
(38,520
|
)
|
||
Purchase of redeemable noncontrolling interest
|
(4,445
|
)
|
|
—
|
|
||
Noncontrolling interest capital contributions
|
2,157
|
|
|
—
|
|
||
Noncontrolling interest capital distributions
|
—
|
|
|
(3,830
|
)
|
||
Issuance of common stock, net of tax withholdings on vesting of stock awards
|
346
|
|
|
(1,052
|
)
|
||
Excess tax benefits from share-based compensation
|
202
|
|
|
79
|
|
||
Net cash used in financing activities
|
(23,202
|
)
|
|
(44,443
|
)
|
||
Effect of exchange rates on cash and cash equivalents
|
11,668
|
|
|
(7,603
|
)
|
||
Net change in cash and cash equivalents
|
(29,981
|
)
|
|
(12,537
|
)
|
||
Cash and cash equivalents at the beginning of the year
|
445,480
|
|
|
483,483
|
|
||
Cash and cash equivalents at the end of the period
|
$
|
415,499
|
|
|
$
|
470,946
|
|
|
|
|
|
||||
Supplemental cash flow data:
|
|
|
|
|
|
||
Interest paid
|
$
|
607
|
|
|
$
|
508
|
|
Income taxes paid
|
$
|
9,132
|
|
|
$
|
14,590
|
|
(1)
|
Basis of Presentation
|
(2)
|
Earnings Per Share
|
(3)
|
Stockholders’ Equity and Redeemable Noncontrolling Interests
|
|
Shares
|
|
Stockholders’ Equity
|
|
|
||||||||||||||||
|
Common Stock
|
|
Treasury Stock
|
|
Guess?, Inc.
Stockholders’
Equity
|
|
Nonredeemable
Noncontrolling
Interests
|
|
Total
|
|
Redeemable
Noncontrolling
Interests
|
||||||||||
Balance at January 31, 2015
|
85,323,154
|
|
|
54,235,846
|
|
|
$
|
1,073,856
|
|
|
$
|
15,590
|
|
|
$
|
1,089,446
|
|
|
$
|
4,437
|
|
Net earnings
|
—
|
|
|
—
|
|
|
81,851
|
|
|
2,964
|
|
|
84,815
|
|
|
—
|
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(36,083
|
)
|
|
(1,661
|
)
|
|
(37,744
|
)
|
|
(476
|
)
|
||||
Gain on derivative financial instruments designated as cash flow hedges, net of income tax of ($559)
|
—
|
|
|
—
|
|
|
95
|
|
|
—
|
|
|
95
|
|
|
—
|
|
||||
Loss on marketable securities, net of income tax of $7
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
||||
Actuarial valuation gain (loss) and related amortization, plan amendment, curtailment, prior service credit amortization and foreign currency and other adjustments on defined benefit plans, net of income tax of ($2,972)
|
—
|
|
|
—
|
|
|
5,011
|
|
|
—
|
|
|
5,011
|
|
|
—
|
|
||||
Issuance of common stock under stock compensation plans, net of tax effect
|
469,937
|
|
|
—
|
|
|
(4,023
|
)
|
|
—
|
|
|
(4,023
|
)
|
|
—
|
|
||||
Issuance of stock under Employee Stock Purchase Plan
|
40,846
|
|
|
(40,846
|
)
|
|
660
|
|
|
—
|
|
|
660
|
|
|
—
|
|
||||
Share-based compensation
|
—
|
|
|
—
|
|
|
18,880
|
|
|
—
|
|
|
18,880
|
|
|
—
|
|
||||
Dividends
|
—
|
|
|
—
|
|
|
(77,287
|
)
|
|
—
|
|
|
(77,287
|
)
|
|
—
|
|
||||
Share repurchases
|
(2,000,000
|
)
|
|
2,000,000
|
|
|
(44,053
|
)
|
|
—
|
|
|
(44,053
|
)
|
|
—
|
|
||||
Noncontrolling interest capital contribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
871
|
|
||||
Noncontrolling interest capital distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,075
|
)
|
|
(4,075
|
)
|
|
—
|
|
||||
Redeemable noncontrolling interest redemption value adjustment
|
—
|
|
|
—
|
|
|
(420
|
)
|
|
—
|
|
|
(420
|
)
|
|
420
|
|
||||
Balance at January 30, 2016
|
83,833,937
|
|
|
56,195,000
|
|
|
$
|
1,018,475
|
|
|
$
|
12,818
|
|
|
$
|
1,031,293
|
|
|
$
|
5,252
|
|
Net earnings (loss)
|
—
|
|
|
—
|
|
|
7,091
|
|
|
(78
|
)
|
|
7,013
|
|
|
—
|
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
28,134
|
|
|
(704
|
)
|
|
27,430
|
|
|
307
|
|
||||
Loss on derivative financial instruments designated as cash flow hedges, net of income tax of $2,081
|
—
|
|
|
—
|
|
|
(7,289
|
)
|
|
—
|
|
|
(7,289
|
)
|
|
—
|
|
||||
Loss on marketable securities, net of income tax of $3
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Actuarial valuation and prior service credit amortization and foreign currency and other adjustments on defined benefit plans, net of income tax of ($25)
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||
Issuance of common stock under stock compensation plans, net of tax effect
|
527,729
|
|
|
—
|
|
|
(940
|
)
|
|
—
|
|
|
(940
|
)
|
|
—
|
|
||||
Issuance of stock under Employee Stock Purchase Plan
|
24,882
|
|
|
(24,882
|
)
|
|
342
|
|
|
—
|
|
|
342
|
|
|
—
|
|
||||
Share-based compensation
|
—
|
|
|
—
|
|
|
9,049
|
|
|
—
|
|
|
9,049
|
|
|
—
|
|
||||
Dividends
|
—
|
|
|
—
|
|
|
(38,422
|
)
|
|
—
|
|
|
(38,422
|
)
|
|
—
|
|
||||
Purchase of redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
(1,133
|
)
|
|
1,133
|
|
|
—
|
|
|
(4,445
|
)
|
||||
Noncontrolling interest capital contribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,157
|
|
||||
Redeemable noncontrolling interest redemption value adjustment
|
—
|
|
|
—
|
|
|
(670
|
)
|
|
—
|
|
|
(670
|
)
|
|
670
|
|
||||
Balance at July 30, 2016
|
84,386,548
|
|
|
56,170,118
|
|
|
$
|
1,014,632
|
|
|
$
|
13,169
|
|
|
$
|
1,027,801
|
|
|
$
|
3,941
|
|
|
Three Months Ended Jul 30, 2016
|
||||||||||||||||||
|
Foreign Currency Translation Adjustment
|
|
Derivative Financial Instruments Designated as Cash Flow Hedges
|
|
Marketable Securities
|
|
Defined Benefit Plans
|
|
Total
|
||||||||||
Balance at April 30, 2016
|
$
|
(115,021
|
)
|
|
$
|
(3,773
|
)
|
|
$
|
(14
|
)
|
|
$
|
(7,728
|
)
|
|
$
|
(126,536
|
)
|
Gains (losses) arising during the period
|
(14,497
|
)
|
|
4,617
|
|
|
(2
|
)
|
|
26
|
|
|
(9,856
|
)
|
|||||
Reclassification to net earnings for (gains) losses realized
|
—
|
|
|
(881
|
)
|
|
—
|
|
|
59
|
|
|
(822
|
)
|
|||||
Net other comprehensive income (loss)
|
(14,497
|
)
|
|
3,736
|
|
|
(2
|
)
|
|
85
|
|
|
(10,678
|
)
|
|||||
Balance at July 30, 2016
|
$
|
(129,518
|
)
|
|
$
|
(37
|
)
|
|
$
|
(16
|
)
|
|
$
|
(7,643
|
)
|
|
$
|
(137,214
|
)
|
|
Six Months Ended Jul 30, 2016
|
||||||||||||||||||
|
Foreign Currency Translation Adjustment
|
|
Derivative Financial Instruments Designated as Cash Flow Hedges
|
|
Marketable Securities
|
|
Defined Benefit Plans
|
|
Total
|
||||||||||
Balance at January 30, 2016
|
$
|
(157,652
|
)
|
|
$
|
7,252
|
|
|
$
|
(15
|
)
|
|
$
|
(7,639
|
)
|
|
$
|
(158,054
|
)
|
Gains (losses) arising during the period
|
28,134
|
|
|
(5,263
|
)
|
|
(1
|
)
|
|
(123
|
)
|
|
22,747
|
|
|||||
Reclassification to net earnings for (gains) losses realized
|
—
|
|
|
(2,026
|
)
|
|
—
|
|
|
119
|
|
|
(1,907
|
)
|
|||||
Net other comprehensive income (loss)
|
28,134
|
|
|
(7,289
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|
20,840
|
|
|||||
Balance at July 30, 2016
|
$
|
(129,518
|
)
|
|
$
|
(37
|
)
|
|
$
|
(16
|
)
|
|
$
|
(7,643
|
)
|
|
$
|
(137,214
|
)
|
|
Three Months Ended Aug 1, 2015
|
||||||||||||||||||
|
Foreign Currency Translation Adjustment
|
|
Derivative Financial Instruments Designated as Cash Flow Hedges
|
|
Marketable Securities
|
|
Defined Benefit Plans
|
|
Total
|
||||||||||
Balance at May 2, 2015
|
$
|
(121,908
|
)
|
|
$
|
4,296
|
|
|
$
|
(7
|
)
|
|
$
|
(12,344
|
)
|
|
$
|
(129,963
|
)
|
Gains (losses) arising during the period
|
(20,697
|
)
|
|
4,584
|
|
|
(4
|
)
|
|
7,026
|
|
|
(9,091
|
)
|
|||||
Reclassification to net earnings for gains realized
|
—
|
|
|
(3,012
|
)
|
|
—
|
|
|
(738
|
)
|
|
(3,750
|
)
|
|||||
Net other comprehensive income (loss)
|
(20,697
|
)
|
|
1,572
|
|
|
(4
|
)
|
|
6,288
|
|
|
(12,841
|
)
|
|||||
Balance at August 1, 2015
|
$
|
(142,605
|
)
|
|
$
|
5,868
|
|
|
$
|
(11
|
)
|
|
$
|
(6,056
|
)
|
|
$
|
(142,804
|
)
|
|
Six Months Ended Aug 1, 2015
|
||||||||||||||||||
|
Foreign Currency Translation Adjustment
|
|
Derivative Financial Instruments Designated as Cash Flow Hedges
|
|
Marketable Securities
|
|
Defined Benefit Plans
|
|
Total
|
||||||||||
Balance at January 31, 2015
|
$
|
(121,569
|
)
|
|
$
|
7,157
|
|
|
$
|
(3
|
)
|
|
$
|
(12,650
|
)
|
|
$
|
(127,065
|
)
|
Gains (losses) arising during the period
|
(21,036
|
)
|
|
3,658
|
|
|
(8
|
)
|
|
7,026
|
|
|
(10,360
|
)
|
|||||
Reclassification to net earnings for gains realized
|
—
|
|
|
(4,947
|
)
|
|
—
|
|
|
(432
|
)
|
|
(5,379
|
)
|
|||||
Net other comprehensive income (loss)
|
(21,036
|
)
|
|
(1,289
|
)
|
|
(8
|
)
|
|
6,594
|
|
|
(15,739
|
)
|
|||||
Balance at August 1, 2015
|
$
|
(142,605
|
)
|
|
$
|
5,868
|
|
|
$
|
(11
|
)
|
|
$
|
(6,056
|
)
|
|
$
|
(142,804
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Location of
(Gain) Loss
Reclassified from
Accumulated OCI
into Earnings
|
||||||||||||
|
Jul 30, 2016
|
|
Aug 1, 2015
|
|
Jul 30, 2016
|
|
Aug 1, 2015
|
|
|||||||||
Derivative financial instruments designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange currency contracts
|
$
|
(1,141
|
)
|
|
$
|
(3,193
|
)
|
|
$
|
(2,576
|
)
|
|
$
|
(4,943
|
)
|
|
Cost of product sales
|
Foreign exchange currency contracts
|
(49
|
)
|
|
(330
|
)
|
|
(81
|
)
|
|
(816
|
)
|
|
Other income/expense
|
||||
Interest rate swap
|
59
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
Interest expense
|
||||
Less income tax effect
|
250
|
|
|
511
|
|
|
521
|
|
|
812
|
|
|
Income tax expense
|
||||
|
(881
|
)
|
|
(3,012
|
)
|
|
(2,026
|
)
|
|
(4,947
|
)
|
|
|
||||
Defined benefit plans:
|
|
|
|
|
|
|
|
|
|
||||||||
Actuarial loss amortization
|
85
|
|
|
430
|
|
|
171
|
|
|
943
|
|
|
(1)
|
||||
Prior service credit amortization
|
(7
|
)
|
|
(39
|
)
|
|
(14
|
)
|
|
(97
|
)
|
|
(1)
|
||||
Curtailment
|
—
|
|
|
(1,651
|
)
|
|
—
|
|
|
(1,651
|
)
|
|
(1)
|
||||
Less income tax effect
|
(19
|
)
|
|
522
|
|
|
(38
|
)
|
|
373
|
|
|
Income tax expense
|
||||
|
59
|
|
|
(738
|
)
|
|
119
|
|
|
(432
|
)
|
|
|
||||
Total reclassifications during the period
|
$
|
(822
|
)
|
|
$
|
(3,750
|
)
|
|
$
|
(1,907
|
)
|
|
$
|
(5,379
|
)
|
|
|
(1)
|
These accumulated other comprehensive income (loss) components are included in the computation of net periodic defined benefit pension (credit) cost. Refer to Note 13 for further information.
|
(4)
|
Accounts Receivable
|
|
Jul 30, 2016
|
|
Jan 30, 2016
|
||||
Trade
|
$
|
213,348
|
|
|
$
|
222,972
|
|
Royalty
|
13,594
|
|
|
16,443
|
|
||
Other
|
8,392
|
|
|
16,493
|
|
||
|
235,334
|
|
|
255,908
|
|
||
Less allowances
|
34,074
|
|
|
33,549
|
|
||
|
$
|
201,260
|
|
|
$
|
222,359
|
|
(5)
|
Inventories
|
|
Jul 30, 2016
|
|
Jan 30, 2016
|
||||
Raw materials
|
$
|
1,445
|
|
|
$
|
1,150
|
|
Work in progress
|
134
|
|
|
92
|
|
||
Finished goods
|
378,169
|
|
|
310,462
|
|
||
|
$
|
379,748
|
|
|
$
|
311,704
|
|
(6)
|
Restructuring Charges
|
|
Three Months Ended
|
||
|
Jul 30, 2016
|
||
Balance at April 30, 2016
|
$
|
5,146
|
|
Cash payments
|
(3,906
|
)
|
|
Foreign currency and other adjustments
|
(109
|
)
|
|
Balance at July 30, 2016
|
$
|
1,131
|
|
|
Six Months Ended
|
||
|
Jul 30, 2016
|
||
Balance at January 30, 2016
|
$
|
—
|
|
Charges to operations
|
6,083
|
|
|
Cash payments
|
(4,836
|
)
|
|
Foreign currency and other adjustments
|
(116
|
)
|
|
Balance at July 30, 2016
|
$
|
1,131
|
|
(7)
|
Income Taxes
|
(8)
|
Segment Information
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
Jul 30, 2016
|
|
Aug 1, 2015
|
|
Jul 30, 2016
|
|
Aug 1, 2015
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
||||||
Americas Retail
|
$
|
226,550
|
|
|
$
|
232,456
|
|
|
$
|
430,711
|
|
|
$
|
446,705
|
|
Europe
|
213,467
|
|
|
199,375
|
|
|
348,847
|
|
|
336,772
|
|
||||
Asia
|
53,247
|
|
|
56,745
|
|
|
107,376
|
|
|
120,780
|
|
||||
Americas Wholesale
|
29,744
|
|
|
32,361
|
|
|
62,542
|
|
|
69,639
|
|
||||
Licensing
|
21,951
|
|
|
25,327
|
|
|
44,298
|
|
|
51,192
|
|
||||
Total net revenue
|
$
|
544,959
|
|
|
$
|
546,264
|
|
|
$
|
993,774
|
|
|
$
|
1,025,088
|
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|
|
||||||
Americas Retail
|
$
|
(1,614
|
)
|
|
$
|
5,244
|
|
|
$
|
(14,215
|
)
|
|
$
|
(1,965
|
)
|
Europe
|
19,033
|
|
|
18,186
|
|
|
4,948
|
|
|
14,518
|
|
||||
Asia
|
(3,546
|
)
|
|
887
|
|
|
(4,215
|
)
|
|
5,500
|
|
||||
Americas Wholesale
|
3,339
|
|
|
4,872
|
|
|
8,950
|
|
|
11,619
|
|
||||
Licensing
|
19,733
|
|
|
22,415
|
|
|
40,148
|
|
|
45,440
|
|
||||
Corporate Overhead
|
(21,368
|
)
|
|
(25,403
|
)
|
|
(42,934
|
)
|
|
(44,558
|
)
|
||||
Restructuring Charges
|
—
|
|
|
—
|
|
|
(6,083
|
)
|
|
—
|
|
||||
Total earnings (loss) from operations
|
$
|
15,577
|
|
|
$
|
26,201
|
|
|
$
|
(13,401
|
)
|
|
$
|
30,554
|
|
(9)
|
Borrowings and Capital Lease Obligations
|
|
Jul 30, 2016
|
|
Jan 30, 2016
|
||||
Mortgage debt, maturing monthly through January 2026
|
$
|
21,162
|
|
|
$
|
—
|
|
European capital lease, matured quarterly through May 2016
|
—
|
|
|
4,024
|
|
||
Other
|
3,032
|
|
|
2,318
|
|
||
|
24,194
|
|
|
6,342
|
|
||
Less current installments
|
555
|
|
|
4,024
|
|
||
Long-term debt
|
$
|
23,639
|
|
|
$
|
2,318
|
|
(10)
|
Share-Based Compensation
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
Jul 30, 2016
|
|
Aug 1, 2015
|
|
Jul 30, 2016
|
|
Aug 1, 2015
|
||||||||
Stock options
|
$
|
622
|
|
|
$
|
439
|
|
|
$
|
1,134
|
|
|
$
|
920
|
|
Stock awards/units
|
4,146
|
|
|
3,950
|
|
|
7,824
|
|
|
7,037
|
|
||||
Employee Stock Purchase Plan
|
49
|
|
|
51
|
|
|
91
|
|
|
95
|
|
||||
Total share-based compensation expense
|
$
|
4,817
|
|
|
$
|
4,440
|
|
|
$
|
9,049
|
|
|
$
|
8,052
|
|
|
Number of
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Nonvested at January 30, 2016
|
580,000
|
|
|
$
|
22.65
|
|
Granted
|
462,359
|
|
|
18.35
|
|
|
Vested
|
(241,922
|
)
|
|
25.98
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested at July 30, 2016
|
800,437
|
|
|
$
|
19.16
|
|
|
Number of
Units
|
|
Weighted
Average Grant Date Fair Value |
|||
Nonvested at January 30, 2016
|
183,368
|
|
|
$
|
17.72
|
|
Granted
|
140,457
|
|
|
15.20
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested at July 30, 2016
|
323,825
|
|
|
$
|
16.63
|
|
(11)
|
Related Party Transactions
|
(12)
|
Commitments and Contingencies
|
(13)
|
Defined Benefit Plans
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
Jul 30, 2016
|
|
Aug 1, 2015
|
|
Jul 30, 2016
|
|
Aug 1, 2015
|
||||||||
Interest cost
|
$
|
460
|
|
|
$
|
495
|
|
|
$
|
920
|
|
|
$
|
991
|
|
Net amortization of unrecognized prior service credit
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(97
|
)
|
||||
Net amortization of actuarial losses
|
38
|
|
|
290
|
|
|
77
|
|
|
718
|
|
||||
Curtailment gain
|
—
|
|
|
(1,651
|
)
|
|
—
|
|
|
(1,651
|
)
|
||||
Net periodic defined benefit pension (credit) cost
|
$
|
498
|
|
|
$
|
(905
|
)
|
|
$
|
997
|
|
|
$
|
(39
|
)
|
(14)
|
Fair Value Measurements
|
|
|
Fair Value Measurements at Jul 30, 2016
|
|
Fair Value Measurements at Jan 30, 2016
|
||||||||||||||||||||||||||||
Recurring Fair Value Measures
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange currency contracts
|
|
$
|
—
|
|
|
$
|
2,933
|
|
|
$
|
—
|
|
|
$
|
2,933
|
|
|
$
|
—
|
|
|
$
|
9,797
|
|
|
$
|
—
|
|
|
$
|
9,797
|
|
Available-for-sale securities
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
||||||||
Total
|
|
$
|
13
|
|
|
$
|
2,933
|
|
|
$
|
—
|
|
|
$
|
2,946
|
|
|
$
|
17
|
|
|
$
|
9,797
|
|
|
$
|
—
|
|
|
$
|
9,814
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Foreign exchange currency contracts
|
|
$
|
—
|
|
|
$
|
3,834
|
|
|
$
|
—
|
|
|
$
|
3,834
|
|
|
$
|
—
|
|
|
$
|
366
|
|
|
$
|
—
|
|
|
$
|
366
|
|
Interest rate swaps
|
|
—
|
|
|
706
|
|
|
—
|
|
|
706
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||||||
Deferred compensation obligations
|
|
—
|
|
|
11,862
|
|
|
—
|
|
|
11,862
|
|
|
—
|
|
|
10,155
|
|
|
—
|
|
|
10,155
|
|
||||||||
Total
|
|
$
|
—
|
|
|
$
|
16,402
|
|
|
$
|
—
|
|
|
$
|
16,402
|
|
|
$
|
—
|
|
|
$
|
10,558
|
|
|
$
|
—
|
|
|
$
|
10,558
|
|
(15)
|
Derivative Financial Instruments
|
|
|
Derivative
Balance Sheet
Location
|
|
Fair Value at
Jul 30, 2016 |
|
Fair Value at
Jan 30, 2016 |
||||
ASSETS:
|
|
|
|
|
|
|
|
|
||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||
Cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
|
Other current assets/
Other assets
|
|
$
|
2,002
|
|
|
$
|
7,491
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|||
Foreign exchange currency contracts
|
|
Other current assets
|
|
931
|
|
|
2,306
|
|
||
Total
|
|
|
|
$
|
2,933
|
|
|
$
|
9,797
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
|
||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||
Cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
|
Accrued expenses/
Other long-term liabilities
|
|
$
|
2,036
|
|
|
$
|
47
|
|
Interest rate swap
|
|
Other long-term liabilities
|
|
706
|
|
|
—
|
|
||
Total derivatives designated as hedging instruments
|
|
|
|
2,742
|
|
|
47
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||
Foreign exchange currency contracts
|
|
Accrued expenses
|
|
1,798
|
|
|
319
|
|
||
Interest rate swap
|
|
Accrued expenses
|
|
—
|
|
|
37
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
|
1,798
|
|
|
356
|
|
||
Total
|
|
|
|
$
|
4,540
|
|
|
$
|
403
|
|
|
Gain (Loss)
Recognized in
OCI
|
|
Location of
Gain (Loss)
Reclassified from
Accumulated OCI
into Earnings (1)
|
|
Gain (Loss)
Reclassified from
Accumulated OCI into
Earnings
|
||||||||||||
|
Three Months Ended
|
|
|
Three Months Ended
|
|||||||||||||
|
Jul 30, 2016
|
|
Aug 1, 2015
|
|
|
Jul 30, 2016
|
|
Aug 1, 2015
|
|||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
$
|
5,762
|
|
|
$
|
5,343
|
|
|
Cost of product sales
|
|
$
|
1,141
|
|
|
$
|
3,193
|
|
Foreign exchange currency contracts
|
$
|
343
|
|
|
$
|
378
|
|
|
Other income/expense
|
|
$
|
49
|
|
|
$
|
330
|
|
Interest rate swap
|
$
|
(685
|
)
|
|
$
|
—
|
|
|
Interest expense
|
|
$
|
(59
|
)
|
|
$
|
—
|
|
|
Gain (Loss)
Recognized in
OCI
|
|
Location of
Gain (Loss)
Reclassified from
Accumulated OCI
into Earnings (1)
|
|
Gain (Loss)
Reclassified from
Accumulated OCI into
Earnings
|
||||||||||||
|
Six Months Ended
|
|
|
Six Months Ended
|
|||||||||||||
|
Jul 30, 2016
|
|
Aug 1, 2015
|
|
|
Jul 30, 2016
|
|
Aug 1, 2015
|
|||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
$
|
(5,650
|
)
|
|
$
|
4,196
|
|
|
Cost of product sales
|
|
$
|
2,576
|
|
|
$
|
4,943
|
|
Foreign exchange currency contracts
|
$
|
(356
|
)
|
|
$
|
230
|
|
|
Other income/expense
|
|
$
|
81
|
|
|
$
|
816
|
|
Interest rate swap
|
$
|
(817
|
)
|
|
$
|
—
|
|
|
Interest expense
|
|
$
|
(110
|
)
|
|
$
|
—
|
|
(1)
|
The Company recognized gains of
$0.1 million
and
$0.5 million
resulting from the ineffective portion related to foreign exchange currency contracts in interest income during the three and
six months ended July 30, 2016
, respectively. The ineffective portion related to foreign exchange currency contracts was immaterial during the three and
six months ended August 1, 2015
. There was
no
ineffectiveness recognized related to the interest rate swap during the three and
six months ended July 30, 2016
.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
Jul 30, 2016
|
|
Aug 1, 2015
|
|
Jul 30, 2016
|
|
Aug 1, 2015
|
||||||||
Beginning balance gain (loss)
|
$
|
(3,773
|
)
|
|
$
|
4,296
|
|
|
$
|
7,252
|
|
|
$
|
7,157
|
|
Net gains (losses) from changes in cash flow hedges
|
4,617
|
|
|
4,584
|
|
|
(5,263
|
)
|
|
3,658
|
|
||||
Net
gains reclassified to earnings
|
(881
|
)
|
|
(3,012
|
)
|
|
(2,026
|
)
|
|
(4,947
|
)
|
||||
Ending balance gain (loss)
|
$
|
(37
|
)
|
|
$
|
5,868
|
|
|
$
|
(37
|
)
|
|
$
|
5,868
|
|
|
|
Location of
Gain (Loss)
Recognized in
Earnings
|
|
Gain
Recognized in Earnings
|
|
Gain (Loss)
Recognized in Earnings
|
||||||||||||
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||
|
|
|
Jul 30, 2016
|
|
Aug 1, 2015
|
|
Jul 30, 2016
|
|
Aug 1, 2015
|
|||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange currency contracts
|
|
Other income/expense
|
|
$
|
2,885
|
|
|
$
|
2,860
|
|
|
$
|
(3,144
|
)
|
|
$
|
2,159
|
|
Interest rate swap
|
|
Other income/expense
|
|
$
|
—
|
|
|
$
|
47
|
|
|
$
|
38
|
|
|
$
|
96
|
|
(16)
|
Subsequent Events
|
ITEM 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Total net revenue
de
creased
0.2%
to $
545.0 million
for the quarter ended
July 30, 2016
, from $
546.3 million
in the same prior-year period.
In constant currency, net revenue
increase
d by
0.5%
.
|
•
|
Gross margin (gross profit as a percentage of total net revenue)
de
creased
220
basis points to
34.1%
for the quarter ended
July 30, 2016
, from
36.3%
in the same prior-year period.
|
•
|
Selling, general and administrative (“SG&A”) expenses as a percentage of total net revenue (“SG&A rate”)
de
creased
30
basis points to
31.2%
for the quarter ended
July 30, 2016
, from
31.5%
in the same prior-year period. SG&A expenses
de
creased
1.1%
to $
170.1 million
for the quarter ended
July 30, 2016
, from $
171.9 million
in the same prior-year period.
|
•
|
Operating margin
de
creased
190
basis points to
2.9%
for the quarter ended
July 30, 2016
, from
4.8%
in the same prior-year period. Earnings from operations
de
creased
40.5%
to
$15.6 million
for the quarter ended
July 30, 2016
, from $
26.2 million
in the same prior-year period.
|
•
|
Other
income
, net (including interest income and expense) totaled
$27.2 million
for the quarter ended
July 30, 2016
, compared to
$3.2 million
in the same prior-year period. During the quarter ended
July 30, 2016
, the Company recorded a gain of
$22.3 million
in other
income
, net related to the
sale of a minority interest investment
.
|
•
|
The effective income tax rate
de
creased by
12.4%
to
24.8%
for the quarter ended
July 30, 2016
, from
37.2%
in the same prior-year period.
|
•
|
The Company had
$415.5 million
in cash and cash equivalents as of
July 30, 2016
. This compares to cash and cash equivalents of $
470.9 million
at
August 1, 2015
.
|
•
|
Accounts receivable, which
consists of trade receivables relating primarily to the Company’s wholesale business in Europe and, to a lesser extent, to its wholesale businesses in the Americas and Asia, royalty receivables relating to its licensing operations and certain other receivables
,
in
creased by
$2.6 million
, or
1.3%
, to
$201.3 million
as of
July 30, 2016
, compared to $
198.7 million
at
August 1, 2015
.
On a constant currency basis, accounts receivable was relatively flat compared to the same prior-year period.
|
•
|
Inventory
in
creased by
$44.2 million
, or
13.2%
, to
$379.7 million
as of
July 30, 2016
, compared to $
335.5 million
at
August 1, 2015
. On a constant currency basis, inventory
increased
by
$42.0 million
, or
12.5%
.
|
•
|
During the
six months ended July 30, 2016
, the Company entered into a
ten
-year $
21.5 million
real estate secured loan to partially finance the $28.8 million purchase of the Company’s U.S. distribution center during the fourth quarter of fiscal 2016.
|
Region
|
|
Total Stores
|
|
Directly
Operated Stores
|
|
Licensee Stores
|
|||
United States
|
|
342
|
|
|
341
|
|
|
1
|
|
Canada
|
|
109
|
|
|
109
|
|
|
—
|
|
Central and South America
|
|
94
|
|
|
47
|
|
|
47
|
|
Total Americas
|
|
545
|
|
|
497
|
|
|
48
|
|
Europe and the Middle East
|
|
598
|
|
|
295
|
|
|
303
|
|
Asia
|
|
495
|
|
|
81
|
|
|
414
|
|
Total
|
|
1,638
|
|
|
873
|
|
|
765
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
Jul 30, 2016
|
|
Aug 1, 2015
|
|
Change
|
|
% Change
|
|||||||
Net revenue:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
|
$
|
226,550
|
|
|
$
|
232,456
|
|
|
$
|
(5,906
|
)
|
|
(2.5
|
%)
|
Europe
|
213,467
|
|
|
199,375
|
|
|
14,092
|
|
|
7.1
|
|
|||
Asia
|
53,247
|
|
|
56,745
|
|
|
(3,498
|
)
|
|
(6.2
|
)
|
|||
Americas Wholesale
|
29,744
|
|
|
32,361
|
|
|
(2,617
|
)
|
|
(8.1
|
)
|
|||
Licensing
|
21,951
|
|
|
25,327
|
|
|
(3,376
|
)
|
|
(13.3
|
)
|
|||
Total net revenue
|
$
|
544,959
|
|
|
$
|
546,264
|
|
|
$
|
(1,305
|
)
|
|
(0.2
|
%)
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
|
$
|
(1,614
|
)
|
|
$
|
5,244
|
|
|
$
|
(6,858
|
)
|
|
(130.8
|
%)
|
Europe
|
19,033
|
|
|
18,186
|
|
|
847
|
|
|
4.7
|
|
|||
Asia
|
(3,546
|
)
|
|
887
|
|
|
(4,433
|
)
|
|
(499.8
|
)
|
|||
Americas Wholesale
|
3,339
|
|
|
4,872
|
|
|
(1,533
|
)
|
|
(31.5
|
)
|
|||
Licensing
|
19,733
|
|
|
22,415
|
|
|
(2,682
|
)
|
|
(12.0
|
)
|
|||
Corporate Overhead
|
(21,368
|
)
|
|
(25,403
|
)
|
|
4,035
|
|
|
(15.9
|
)
|
|||
Total earnings from operations
|
$
|
15,577
|
|
|
$
|
26,201
|
|
|
$
|
(10,624
|
)
|
|
(40.5
|
%)
|
Operating margins:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
|
(0.7
|
%)
|
|
2.3
|
%
|
|
|
|
|
|||||
Europe
|
8.9
|
%
|
|
9.1
|
%
|
|
|
|
|
|||||
Asia
|
(6.7
|
%)
|
|
1.6
|
%
|
|
|
|
|
|||||
Americas Wholesale
|
11.2
|
%
|
|
15.1
|
%
|
|
|
|
|
|||||
Licensing
|
89.9
|
%
|
|
88.5
|
%
|
|
|
|
|
|||||
Total Company
|
2.9
|
%
|
|
4.8
|
%
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
|||||||||
|
Jul 30, 2016
|
|
Aug 1, 2015
|
|
Change
|
|
% Change
|
|||||||
Net revenue:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
|
$
|
430,711
|
|
|
$
|
446,705
|
|
|
$
|
(15,994
|
)
|
|
(3.6
|
%)
|
Europe
|
348,847
|
|
|
336,772
|
|
|
12,075
|
|
|
3.6
|
|
|||
Asia
|
107,376
|
|
|
120,780
|
|
|
(13,404
|
)
|
|
(11.1
|
)
|
|||
Americas Wholesale
|
62,542
|
|
|
69,639
|
|
|
(7,097
|
)
|
|
(10.2
|
)
|
|||
Licensing
|
44,298
|
|
|
51,192
|
|
|
(6,894
|
)
|
|
(13.5
|
)
|
|||
Total net revenue
|
$
|
993,774
|
|
|
$
|
1,025,088
|
|
|
$
|
(31,314
|
)
|
|
(3.1
|
%)
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
|
$
|
(14,215
|
)
|
|
$
|
(1,965
|
)
|
|
$
|
(12,250
|
)
|
|
(623.4
|
%)
|
Europe
|
4,948
|
|
|
14,518
|
|
|
(9,570
|
)
|
|
(65.9
|
)
|
|||
Asia
|
(4,215
|
)
|
|
5,500
|
|
|
(9,715
|
)
|
|
(176.6
|
)
|
|||
Americas Wholesale
|
8,950
|
|
|
11,619
|
|
|
(2,669
|
)
|
|
(23.0
|
)
|
|||
Licensing
|
40,148
|
|
|
45,440
|
|
|
(5,292
|
)
|
|
(11.6
|
)
|
|||
Corporate Overhead
|
(42,934
|
)
|
|
(44,558
|
)
|
|
1,624
|
|
|
(3.6
|
)
|
|||
Restructuring Charges
|
(6,083
|
)
|
|
—
|
|
|
(6,083
|
)
|
|
|
|
|||
Total earnings (loss) from operations
|
$
|
(13,401
|
)
|
|
$
|
30,554
|
|
|
$
|
(43,955
|
)
|
|
(143.9
|
%)
|
Operating margins:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
|
(3.3
|
%)
|
|
(0.4
|
%)
|
|
|
|
|
|||||
Europe
|
1.4
|
%
|
|
4.3
|
%
|
|
|
|
|
|||||
Asia
|
(3.9
|
%)
|
|
4.6
|
%
|
|
|
|
|
|||||
Americas Wholesale
|
14.3
|
%
|
|
16.7
|
%
|
|
|
|
|
|||||
Licensing
|
90.6
|
%
|
|
88.8
|
%
|
|
|
|
|
|||||
Total Company
|
(1.3
|
%)
|
|
3.0
|
%
|
|
|
|
|
ITEM 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
ITEM 1.
|
Legal Proceedings.
|
ITEM 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Period
|
Total
Number
of Shares
Purchased
|
|
Average
Price
Paid
per Share
|
|
Total Number of
Shares
Purchased as Part of
Publicly
Announced
Plans or Programs
|
|
Maximum Number
(or Approximate
Dollar Value)
of Shares That May
Yet Be Purchased
Under the Plans
or Programs
|
||||||
May 1, 2016 to May 28, 2016
|
|
|
|
|
|
|
|
||||||
Repurchase program (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
451,783,109
|
|
|
Employee transactions (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||
May 29, 2016 to July 2, 2016
|
|
|
|
|
|
|
|
||||||
Repurchase program (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
451,783,109
|
|
|
Employee transactions (2)
|
6,610
|
|
|
$
|
15.68
|
|
|
—
|
|
|
|
||
July 3, 2016 to July 30, 2016
|
|
|
|
|
|
|
|
||||||
Repurchase program (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
451,783,109
|
|
|
Employee transactions (2)
|
347
|
|
|
$
|
15.29
|
|
|
—
|
|
|
|
||
Total
|
|
|
|
|
|
|
|
||||||
Repurchase program (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||
Employee transactions (2)
|
6,957
|
|
|
$
|
15.66
|
|
|
—
|
|
|
|
(1)
|
On June 26, 2012, the Company’s Board of Directors authorized a program to repurchase, from time-to-time and as market and business conditions warrant, up to $
500 million
of the Company’s common stock. Repurchases under the program may be made on the open market or in privately negotiated transactions, pursuant to Rule 10b5-1 trading plans or other available means. There is no minimum or maximum number of shares to be repurchased under the program, which may be discontinued at any time, without prior notice.
|
(2)
|
Consists of shares surrendered to, or withheld by, the Company in satisfaction of employee tax withholding obligations that occur upon vesting of restricted stock awards/units granted under the Company’s 2004 Equity Incentive Plan, as amended.
|
ITEM 6.
|
Exhibits.
|
Exhibit
Number
|
|
Description
|
3.1.
|
|
Restated Certificate of Incorporation of the Registrant (incorporated by reference from Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-4419) filed July 30, 1996).
|
3.2.
|
|
Second Amended and Restated Bylaws of the Registrant (incorporated by reference from the Registrant’s Current Report on Form 8-K filed December 4, 2007).
|
4.1.
|
|
Specimen Stock Certificate (incorporated by reference from Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-4419) filed July 30, 1996).
|
*10.1.
|
|
Guess?, Inc. Non-Employee Directors’ Compensation Plan (incorporated by reference from the Registrant’s Current Report on Form 8-K filed July 6, 2016).
|
*†10.2.
|
|
Form of Non-Employee Director Restricted Stock Agreement.
|
*†10.3.
|
|
Form of Non-Employee Director Restricted Stock Unit Agreement.
|
†31.1.
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
†31.2.
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
†32.1.
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
†32.2.
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
†101.INS
|
|
XBRL Instance Document
|
†101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
†101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
†101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
†101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
†101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Management Contract or Compensatory Plan
|
†
|
Filed herewith
|
|
|
Guess?, Inc.
|
|
|
|
|
|
Date:
|
August 31, 2016
|
By:
|
/s/ VICTOR HERRERO
|
|
|
|
Victor Herrero
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Date:
|
August 31, 2016
|
By:
|
/s/ SANDEEP REDDY
|
|
|
|
Sandeep Reddy
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
1.
|
Grant
. Subject to the terms of the Plan and this Award Agreement, the Company hereby grants to the Grantee, effective as of
«Grant_Date»
(the “
Date of Grant
”), an Award with respect to an aggregate of
«Shares»
restricted shares of the Common Stock, par value $0.01 per share (the “
Restricted Stock
”).
|
2.
|
Vesting
. Subject to 7 below, the Award shall become vested as to 100% of the shares of Restricted Stock subject to the Award upon the first to occur of (a) the first anniversary of the Date of Grant, (b) a termination of service on the Board if the Grantee has completed one full term of service and he or she does not stand for re-election at the completion of such term, or (c) a Change in Control of the Company, provided that Grantee has been continuously engaged as an Eligible Director from the Date of Grant through the first to occur of such dates.
|
3.
|
Continuance of Service Required
. The vesting schedule requires continued service through the applicable vesting date as a condition to the vesting of the rights and benefits under this Award Agreement. Partial service, even if substantial, during the vesting period will not entitle the Grantee to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of service as provided in Section 7 below or under the Plan, except as otherwise expressly provided in the Plan.
|
4.
|
Restrictions on Transfer
. Prior to the time that they have become vested pursuant to Section 2 hereof, neither the Restricted Stock, nor any interest therein, amount payable in respect thereof, or Restricted Property (as defined in Section 5 hereof) may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily. The transfer restrictions in the preceding sentence shall not apply to (a) transfers to the Company or (b) transfers by will or the laws of descent and distribution.
|
5.
|
Voting; Dividends
. After the Date of Grant, the Grantee shall have voting rights and dividend rights with respect to the Restricted Stock subject to the Award. Any securities or
|
6.
|
Stock Certificates.
|
(a)
|
Book Entry Form
. The Company shall, in its discretion, issue the shares of Restricted Stock subject to the Award either (i) in certificate form as provided in Section 6(b) below or (ii) in book entry form, registered in the name of the Grantee with notations regarding the applicable restrictions on transfer imposed under this Award Agreement.
|
(b)
|
Certificates to be Held by Company; Legend
. Any certificates representing shares of Restricted Stock that may be delivered to the Grantee by the Company prior to vesting shall be immediately redelivered by the Grantee to the Company to be held by the Company until the restrictions on such shares shall have lapsed and the shares shall thereby have become vested or the shares represented thereby have been forfeited hereunder. Such certificates shall bear the following legend and any other legends the Company may determine to be necessary or advisable to comply with all applicable laws, rules, and regulations:
|
(c)
|
Delivery of Shares Upon Vesting
. Promptly after the vesting of any shares of Restricted Stock pursuant to Section 2 hereof, the Company shall, as applicable, either remove the notations on any shares of Restricted Stock issued in book entry form that have vested or deliver to the Grantee a certificate or certificates evidencing the number of shares of Restricted Stock that have vested. The Grantee (or the beneficiary or personal representative of the Grantee in the event of the Grantee’s death or disability, as the case may be) shall deliver to the Company any representations or other documents or assurances as the Company may deem necessary or reasonably desirable to ensure compliance with all applicable legal and regulatory requirements. The shares so delivered shall no longer be restricted shares hereunder.
|
(d)
|
Stock Power; Power of Attorney
. Concurrent with the execution and delivery of this Award Agreement, the Grantee shall deliver to the Company an executed stock power in the form attached hereto as Exhibit A, in blank, with respect to the Restricted Stock. The Grantee, by acceptance of the Award, shall be deemed to appoint, and does so appoint by execution of this Award Agreement, the Company and each of its authorized representatives as the Grantee’s attorney(s) in fact to effect any transfer of unvested forfeited shares (or shares otherwise reacquired by the Company hereunder) to the Company as may be required pursuant to the Plan
|
7.
|
Effect of a Termination of Service
. Except as expressly provided in Section 2, if Grantee ceases to be a member of the Board for any reason any shares of Restricted Stock subject to the Award that are not fully vested and free from restriction as of the Grantee’s termination of service shall thereupon be forfeited and returned to the Company.
|
8.
|
Notices
. Any notice required or permitted under this Award Agreement shall be deemed given when personally delivered, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Grantee either at the address in the records of the Company or such other address as may be designated by Grantee in writing to the Company; or to the Company, Attention: Secretary, 1444 South Alameda Street, Los Angeles, California 90021, or such other address as the Company may designate in writing to the Grantee.
|
9.
|
Failure to Enforce Not a Waiver
. The failure of the Company or the Grantee to enforce at any time any provision of this Award Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
|
10.
|
Governing Law
. This Award Agreement shall be governed by and construed according to the laws of the State of Delaware (without giving effect to conflicts of law principles).
|
11.
|
Amendments
. This Award Agreement may be amended or modified at any time by an instrument in writing signed by both parties, subject to Section 7 of the Plan.
|
12.
|
No Right to Re-Election
. Neither the grant of the Award nor the execution of this Award Agreement shall interfere in any way with the right of the Company to terminate its relationship with the Grantee at any time.
|
13.
|
No Restriction on Right of Company to Effect Corporate Changes
. Neither the grant of the Award, the Plan nor this Award Agreement shall affect or restrict in any way the right or power of the Company or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Company, or any merger or consolidation of the Company, or any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the assets or business of the Company, or any other corporate act or proceeding, whether of a similar character or otherwise.
|
14.
|
Entire Agreement
. This Award Agreement and the Plan set forth the entire agreement and understanding between the parties hereto with respect to the matters covered herein, and supersede any prior agreements and understandings concerning such matters. This Award Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement. The headings of sections and subsections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of this Award Agreement. This Award Agreement shall be assumed by, be binding upon and insure to the benefit of any successor or successors to the Company.
|
15.
|
Plan
. The Award and all rights of the Grantee under this Award Agreement are subject to the terms and conditions of the Plan, incorporated herein by this reference. The Grantee agrees to be bound by the terms of the Plan and this Award Agreement. The Grantee acknowledges having read and understanding the Plan and this Award Agreement. Unless otherwise expressly provided in other sections of this Award Agreement, provisions of the Plan that confer discretionary authority on the Board do not and shall not be deemed to create any rights in the Grantee unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board so conferred by appropriate action of the Board under the Plan after the date hereof.
|
16.
|
Section 83(b) Election
. The Grantee hereby acknowledges that, with respect to the grant of the Restricted Stock, an election may be filed by the Grantee with the Internal Revenue Service,
within 30 days
of the Date of Grant, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “
Code
”), to be taxed currently on the fair market value of the Restricted Stock on the Date of Grant.
|
|
|
GUESS?, INC.
,
|
||
|
|
a Delaware corporation
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
Print Name:
|
|
|
|
|
|
|
|
|
|
Its:
|
|
|
|
|
|
|
|
|
|
GRANTEE
|
||
|
|
|
||
|
|
|
||
|
|
Signature
|
||
|
|
|
||
|
|
«Name» «Last Name»
|
||
|
|
Print Name
|
||
|
|
|
|
|
|
|
|
||
|
|
Signature
|
||
|
|
«Name» «Last Name»
|
||
|
|
Print Name
|
||
|
|
|
|
|
1.
|
Grant
. Subject to the terms of the Plan and this Award Agreement, the Company hereby grants to the Grantee, effective as of
«GRANT_DATE»
(the “
Date of Grant
”), an Award with respect to an aggregate of
«SHARES»
stock units (subject to adjustment as provided in Section 8 of the Plan) (the “
Stock Units
”). As used herein, the term “stock unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Company’s Common Stock solely for purposes of the Plan and this Award Agreement. The Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the Grantee if such Stock Units vest pursuant to Section 2. The Stock Units shall not be treated as property or as a trust fund of any kind.
|
2.
|
Vesting
. Subject to Section 7 below, the Award shall become vested as to 100% of the Stock Units subject to the Award upon the first to occur of (a) the first anniversary of the Date of Grant, (b) a termination of service on the Board if the Grantee has completed one full term of service and he or she does not stand for re-election at the completion of such term, or (c) a Change in Control of the Company, provided that Grantee has been continuously engaged as an Eligible Director from the Date of Grant through the first to occur of such dates.
|
3.
|
Continuance of Service Required
. The vesting schedule requires continued service through the applicable vesting date as a condition to the vesting of the rights and benefits under this Award Agreement. Partial service, even if substantial, during the vesting period will not entitle the Grantee to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of service as provided in Section 7 below or under the Plan, except as otherwise expressly provided in the Plan.
|
4.
|
Restrictions on Transfer
. Prior to the time that they have become vested pursuant to Section 2 hereof, neither the Stock Units, nor any interest therein or amount or shares payable in respect thereof, may be sold, assigned, transferred, pledged or otherwise
|
5.
|
Voting; Dividends
.
|
(a)
|
Limitations on Rights Associated with Units
. The Grantee shall have no rights as a stockholder of the Company, no dividend rights (except as expressly provided in Section 5(b) with respect to Dividend Equivalent Rights) and no voting rights, with respect to the Stock Units and any shares of Common Stock underlying or issuable in respect of such Stock Units until such shares of Common Stock are actually issued to and held of record by the Grantee. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of such shares.
|
(b)
|
Dividend Equivalent Rights Distributions
. As of any date that the Company pays a cash dividend on its Common Stock, the Company shall credit the Grantee with an amount equal to (i) the per-share cash dividend paid by the Company on its Common Stock on such date, multiplied by (ii) the total number of Stock Units (with such total number adjusted pursuant to Section 8 of the Plan) subject to the Award as of the related dividend payment record date. Any amount credited pursuant to the foregoing provisions of this Section 5(b) shall be payable to the Grantee in cash, subject to the same vesting, timing of payment and other terms, conditions and restrictions as the original Stock Units to which such amount relates. No crediting of dividend equivalents shall be made pursuant to this Section 5(b) with respect to any Stock Units which, as of such record date, have either been paid pursuant to Section 6 or terminated pursuant to Section 7.
|
6.
|
Timing and Manner of Payment of Stock Units
. On or as soon as administratively practical following each vesting of the applicable portion of the total Award pursuant to Section 2 hereof (and in all events not later than two and one-half months after the applicable vesting date), the Company shall deliver to the Grantee a number of shares of Common Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion) equal to the number of Stock Units subject to this Award that vest on the applicable vesting date, unless such Stock Units terminate prior to the given vesting date pursuant to Section 7. The Company’s obligation to deliver shares of Common Stock or otherwise make payment with respect to vested Stock Units is subject to the condition precedent that the Grantee or other person entitled under the Plan to receive any shares with respect to the vested Stock Units deliver to the Company any representations or other documents or assurances as the Company may deem necessary or reasonably desirable to ensure compliance with all applicable legal and regulatory requirements. The Grantee shall have no further rights with respect to any Stock Units that are paid or that terminate pursuant to Section 7.
|
7.
|
Effect of a Termination of Service
. Except as expressly provided in Section 2, if the Grantee ceases to be a member of the Board for any reason, the Stock Units shall terminate to the extent such units have not become vested prior to the first date the Grantee is no longer a member of the Board. If any unvested Stock Units are terminated hereunder, such Stock Units shall automatically terminate and be cancelled as of the applicable termination
|
8.
|
Notices
. Any notice required or permitted under this Award Agreement shall be deemed given when personally delivered, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Grantee either at the address in the records of the Company or such other address as may be designated by Grantee in writing to the Company; or to the Company, Attention: Secretary, 1444 South Alameda Street, Los Angeles, California 90021, or such other address as the Company may designate in writing to the Grantee.
|
9.
|
Failure to Enforce Not a Waiver
. The failure of the Company or the Grantee to enforce at any time any provision of this Award Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
|
10.
|
Governing Law
. This Award Agreement shall be governed by and construed according to the laws of the State of Delaware (without giving effect to conflicts of law principles).
|
11.
|
Amendments
. This Award Agreement may be amended or modified at any time by an instrument in writing signed by both parties, subject to Section 7 of the Plan.
|
12.
|
No Right to Re-Election
. Neither the grant of the Award nor the execution of this Award Agreement shall interfere in any way with the right of the Company to terminate its relationship with the Grantee at any time.
|
13.
|
No Restriction on Right of Company to Effect Corporate Changes
. Neither the grant of the Award, the Plan nor this Award Agreement shall affect or restrict in any way the right or power of the Company or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Company, or any merger or consolidation of the Company, or any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the assets or business of the Company, or any other corporate act or proceeding, whether of a similar character or otherwise.
|
14.
|
Entire Agreement
. This Award Agreement and the Plan set forth the entire agreement and understanding between the parties hereto with respect to the matters covered herein, and supersede any prior agreements and understandings concerning such matters. This Award Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement. The headings of sections and subsections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of this Award Agreement. This Award Agreement shall be assumed by, be binding upon and insure to the benefit of any successor or successors to the Company.
|
15.
|
Plan
. The Award and all rights of the Grantee under this Award Agreement are subject to the terms and conditions of the Plan, incorporated herein by this reference. The Grantee agrees to be bound by the terms of the Plan and this Award Agreement. The Grantee acknowledges having read and understanding the Plan and this Award Agreement. Unless
|
|
|
GUESS?, INC.
,
|
||
|
|
a Delaware corporation
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
Print Name:
|
|
|
|
|
|
|
|
|
|
Its:
|
|
|
|
|
|
|
|
|
|
GRANTEE
|
||
|
|
|
||
|
|
|
||
|
|
Signature
|
||
|
|
|
||
|
|
«Name» «Last Name»
|
||
|
|
Print Name
|
||
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Guess?, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
August 31, 2016
|
By:
|
/s/ VICTOR HERRERO
|
|
|
|
Victor Herrero
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Guess?, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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August 31, 2016
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By:
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/s/ SANDEEP REDDY
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Sandeep Reddy
Chief Financial Officer
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•
|
the Quarterly Report on Form 10-Q of the Company for the period ended
July 30, 2016
, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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August 31, 2016
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By:
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/s/ VICTOR HERRERO
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|
|
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Victor Herrero
Chief Executive Officer
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•
|
the Quarterly Report on Form 10-Q of the Company for the period ended
July 30, 2016
, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
|
August 31, 2016
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By:
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/s/ SANDEEP REDDY
|
|
|
|
Sandeep Reddy
Chief Financial Officer
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