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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
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
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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 29,
2017 |
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Jan 28,
2017 |
||||
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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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316,543
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$
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396,129
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Accounts receivable, net
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233,635
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225,537
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Inventories
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436,044
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367,381
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Other current assets
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61,208
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54,965
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Total current assets
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1,047,430
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1,044,012
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Property and equipment, net
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275,417
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243,005
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Goodwill
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36,415
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34,100
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Other intangible assets, net
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6,330
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6,504
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Deferred tax assets
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85,138
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82,793
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Restricted cash
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1,258
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1,521
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Other assets
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125,219
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122,550
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$
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1,577,207
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$
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1,534,485
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
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Current liabilities:
|
|
|
|
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Current portion of capital lease obligations and borrowings
|
$
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2,033
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$
|
566
|
|
Accounts payable
|
229,527
|
|
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209,616
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Accrued expenses
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145,101
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135,271
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Total current liabilities
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376,661
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345,453
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Long-term debt and capital lease obligations
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39,214
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23,482
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Deferred rent and lease incentives
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83,556
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80,209
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Other long-term liabilities
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101,697
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99,895
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601,128
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549,039
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Redeemable noncontrolling interests
|
5,433
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4,452
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|
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|
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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, $.01 par value. Authorized 150,000,000 shares; issued
141,165,634 and 140,509,974 shares, outstanding
83,270,997 and 84,069,492 shares, as of July 29, 2017 and January 28, 2017, respectively
|
833
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|
841
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Paid-in capital
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488,334
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480,435
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Retained earnings
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1,170,816
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1,215,079
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Accumulated other comprehensive
loss
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(120,909
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)
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(161,389
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)
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Treasury stock,
57,894,637 and 56,440,482 shares as of July 29, 2017 and January 28, 2017, respectively
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(583,259
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)
|
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(565,744
|
)
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Guess?, Inc. stockholders’ equity
|
955,815
|
|
|
969,222
|
|
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Nonredeemable noncontrolling interests
|
14,831
|
|
|
11,772
|
|
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Total stockholders’ equity
|
970,646
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|
|
980,994
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$
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1,577,207
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$
|
1,534,485
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GUESS?, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
|
|||||||||||||||
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Three Months Ended
|
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Six Months Ended
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||||||||||||
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Jul 29,
2017 |
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Jul 30,
2016 |
|
Jul 29,
2017 |
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Jul 30,
2016 |
||||||||
Net earnings (loss)
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$
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15,881
|
|
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$
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32,167
|
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$
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(5,346
|
)
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$
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7,013
|
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Other comprehensive income (loss) (“OCI”):
|
|
|
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|
|
|
|
|
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||||||
Foreign currency translation adjustment
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|
|
|
|
|
|
|
||||||||
Gains (losses) arising during the period
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44,037
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(15,722
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)
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56,872
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27,430
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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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(15,535
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)
|
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5,420
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(15,089
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)
|
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(6,823
|
)
|
||||
Less income tax effect
|
2,442
|
|
|
(803
|
)
|
|
2,120
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|
|
1,560
|
|
||||
Reclassification to net earnings (loss) for gains
realized
|
(649
|
)
|
|
(1,131
|
)
|
|
(1,310
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)
|
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(2,547
|
)
|
||||
Less income tax effect
|
43
|
|
|
250
|
|
|
128
|
|
|
521
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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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—
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(4
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)
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||||
Less income tax effect
|
—
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|
3
|
|
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—
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3
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|
||||
Defined benefit plans
|
|
|
|
|
|
|
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|
||||||
Foreign currency and other adjustments
|
(90
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)
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|
28
|
|
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(104
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)
|
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(136
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)
|
||||
Less income tax effect
|
8
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|
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(2
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)
|
|
9
|
|
|
13
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|
||||
Net actuarial loss amortization
|
111
|
|
|
85
|
|
|
228
|
|
|
171
|
|
||||
Prior service credit
amortization
|
(6
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)
|
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(7
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)
|
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(13
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)
|
|
(14
|
)
|
||||
Less income tax effect
|
(20
|
)
|
|
(19
|
)
|
|
(41
|
)
|
|
(38
|
)
|
||||
Total comprehensive income
|
46,222
|
|
|
20,264
|
|
|
37,454
|
|
|
27,149
|
|
||||
Less comprehensive income (loss) attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
||||||
Net earnings (loss)
|
662
|
|
|
(102
|
)
|
|
728
|
|
|
(78
|
)
|
||||
Foreign currency translation adjustment
|
958
|
|
|
(1,225
|
)
|
|
2,320
|
|
|
(704
|
)
|
||||
Amounts attributable to noncontrolling interests
|
1,620
|
|
|
(1,327
|
)
|
|
3,048
|
|
|
(782
|
)
|
||||
Comprehensive income attributable to Guess?, Inc.
|
$
|
44,602
|
|
|
$
|
21,591
|
|
|
$
|
34,406
|
|
|
$
|
27,931
|
|
GUESS?, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
|||||||
|
Six Months Ended
|
||||||
|
Jul 29,
2017 |
|
Jul 30,
2016 |
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net earnings (loss)
|
$
|
(5,346
|
)
|
|
$
|
7,013
|
|
Adjustments to reconcile net earnings (loss) to net cash used in operating activities:
|
|
|
|
|
|
||
Depreciation and amortization of property and equipment
|
29,802
|
|
|
33,105
|
|
||
Amortization of intangible assets
|
783
|
|
|
944
|
|
||
Share-based compensation expense
|
8,150
|
|
|
9,049
|
|
||
Unrealized forward contract losses
|
5,063
|
|
|
1,181
|
|
||
Net (gain) loss on disposition of property and equipment and long-term assets
|
3,717
|
|
|
(21,374
|
)
|
||
Other items, net
|
(5,734
|
)
|
|
(1,082
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
4,246
|
|
|
18,873
|
|
||
Inventories
|
(47,419
|
)
|
|
(61,357
|
)
|
||
Prepaid expenses and other assets
|
(2,606
|
)
|
|
(6,516
|
)
|
||
Accounts payable and accrued expenses
|
3,158
|
|
|
2,281
|
|
||
Deferred rent and lease incentives
|
1,657
|
|
|
1,183
|
|
||
Other long-term liabilities
|
(5,136
|
)
|
|
(706
|
)
|
||
Net cash used in operating activities
|
(9,665
|
)
|
|
(17,406
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(39,591
|
)
|
|
(44,223
|
)
|
||
Proceeds from sale of long-term assets
|
—
|
|
|
43,399
|
|
||
Changes in other assets
|
(553
|
)
|
|
—
|
|
||
Acquisition of businesses, net of cash acquired
|
(175
|
)
|
|
(372
|
)
|
||
Net cash settlement of forward contracts
|
1,279
|
|
|
357
|
|
||
Purchases of investments
|
(497
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(39,537
|
)
|
|
(839
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payment of debt issuance costs
|
—
|
|
|
(111
|
)
|
||
Proceeds from borrowings
|
166
|
|
|
21,500
|
|
||
Repayment of borrowings and capital lease obligations
|
(453
|
)
|
|
(4,468
|
)
|
||
Dividends paid
|
(37,790
|
)
|
|
(38,383
|
)
|
||
Purchase of redeemable noncontrolling interest
|
—
|
|
|
(4,445
|
)
|
||
Noncontrolling interest capital contribution
|
962
|
|
|
2,157
|
|
||
Issuance of common stock, net of tax withholdings on vesting of stock awards
|
(149
|
)
|
|
346
|
|
||
Purchase of treasury stock
|
(17,827
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(55,091
|
)
|
|
(23,404
|
)
|
||
Effect of exchange rates on cash, cash equivalents and restricted cash
|
24,444
|
|
|
11,684
|
|
||
Net change in cash, cash equivalents and restricted cash
|
(79,849
|
)
|
|
(29,965
|
)
|
||
Cash, cash equivalents and restricted cash at the beginning of the year
|
397,650
|
|
|
445,999
|
|
||
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
317,801
|
|
|
$
|
416,034
|
|
|
|
|
|
||||
Supplemental cash flow data:
|
|
|
|
|
|
||
Interest paid
|
$
|
536
|
|
|
$
|
607
|
|
Income taxes paid
|
$
|
13,222
|
|
|
$
|
9,132
|
|
|
|
|
|
||||
Non-cash investing and financing activity:
|
|
|
|
||||
Assets acquired under capital lease obligations
|
$
|
17,522
|
|
|
$
|
—
|
|
(1)
|
Basis of Presentation
|
(2)
|
Earnings (Loss) Per Share
|
(1)
|
For the
six months ended July 29, 2017
, there were
192,438
potentially dilutive shares that were not included in the computation of diluted weighted average common shares and common equivalent shares outstanding because their effect would have been antidilutive given the Company’s net loss.
|
(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 30, 2016
|
83,833,937
|
|
|
56,195,000
|
|
|
$
|
1,018,475
|
|
|
$
|
12,818
|
|
|
$
|
1,031,293
|
|
|
$
|
5,252
|
|
Net earnings
|
—
|
|
|
—
|
|
|
22,761
|
|
|
2,637
|
|
|
25,398
|
|
|
—
|
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(575
|
)
|
|
(2,057
|
)
|
|
(2,632
|
)
|
|
818
|
|
||||
Loss on derivative financial instruments designated as cash flow hedges, net of income tax of $864
|
—
|
|
|
—
|
|
|
(1,852
|
)
|
|
—
|
|
|
(1,852
|
)
|
|
—
|
|
||||
Other-than-temporary-impairment and unrealized loss on marketable securities, net of income tax of ($6)
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||
Actuarial valuation loss and related amortization, prior service credit amortization and foreign currency and other adjustments on defined benefit plans, net of income tax of $21
|
—
|
|
|
—
|
|
|
(923
|
)
|
|
—
|
|
|
(923
|
)
|
|
—
|
|
||||
Issuance of common stock under stock compensation plans, net of tax effect
|
481,037
|
|
|
—
|
|
|
(3,813
|
)
|
|
—
|
|
|
(3,813
|
)
|
|
—
|
|
||||
Issuance of stock under Employee Stock Purchase Plan
|
44,486
|
|
|
(44,486
|
)
|
|
558
|
|
|
—
|
|
|
558
|
|
|
—
|
|
||||
Share-based compensation
|
—
|
|
|
—
|
|
|
16,908
|
|
|
—
|
|
|
16,908
|
|
|
—
|
|
||||
Dividends
|
—
|
|
|
—
|
|
|
(76,997
|
)
|
|
—
|
|
|
(76,997
|
)
|
|
—
|
|
||||
Share repurchases
|
(289,968
|
)
|
|
289,968
|
|
|
(3,532
|
)
|
|
—
|
|
|
(3,532
|
)
|
|
—
|
|
||||
Purchase of redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
(1,133
|
)
|
|
1,133
|
|
|
—
|
|
|
(4,445
|
)
|
||||
Noncontrolling interest capital contribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,157
|
|
||||
Noncontrolling interest capital distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,759
|
)
|
|
(2,759
|
)
|
|
—
|
|
||||
Redeemable noncontrolling interest redemption value adjustment
|
—
|
|
|
—
|
|
|
(670
|
)
|
|
—
|
|
|
(670
|
)
|
|
670
|
|
||||
Balance at January 28, 2017
|
84,069,492
|
|
|
56,440,482
|
|
|
$
|
969,222
|
|
|
$
|
11,772
|
|
|
$
|
980,994
|
|
|
$
|
4,452
|
|
Net earnings (loss)
|
—
|
|
|
—
|
|
|
(6,074
|
)
|
|
728
|
|
|
(5,346
|
)
|
|
—
|
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
54,552
|
|
|
2,320
|
|
|
56,872
|
|
|
30
|
|
||||
Loss on derivative financial instruments designated as cash flow hedges, net of income tax of $2,248
|
—
|
|
|
—
|
|
|
(14,151
|
)
|
|
—
|
|
|
(14,151
|
)
|
|
—
|
|
||||
Actuarial valuation and prior service credit amortization and foreign currency and other adjustments on defined benefit plans, net of income tax of ($32)
|
—
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
79
|
|
|
—
|
|
||||
Issuance of common stock under stock compensation plans, net of tax effect
|
655,660
|
|
|
—
|
|
|
(434
|
)
|
|
—
|
|
|
(434
|
)
|
|
—
|
|
||||
Issuance of stock under Employee Stock Purchase Plan
|
31,040
|
|
|
(31,040
|
)
|
|
285
|
|
|
—
|
|
|
285
|
|
|
—
|
|
||||
Share-based compensation
|
—
|
|
|
—
|
|
|
8,150
|
|
|
—
|
|
|
8,150
|
|
|
—
|
|
||||
Dividends
|
—
|
|
|
—
|
|
|
(37,987
|
)
|
|
—
|
|
|
(37,987
|
)
|
|
—
|
|
||||
Share repurchases
|
(1,485,195
|
)
|
|
1,485,195
|
|
|
(17,827
|
)
|
|
—
|
|
|
(17,827
|
)
|
|
—
|
|
||||
Noncontrolling interest capital contribution
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
|
951
|
|
||||
Balance at July 29, 2017
|
83,270,997
|
|
|
57,894,637
|
|
|
$
|
955,815
|
|
|
$
|
14,831
|
|
|
$
|
970,646
|
|
|
$
|
5,433
|
|
|
Three Months Ended Jul 29, 2017
|
||||||||||||||
|
Foreign Currency Translation Adjustment
|
|
Derivative Financial Instruments Designated as Cash Flow Hedges
|
|
Defined Benefit Plans
|
|
Total
|
||||||||
Balance at April 29, 2017
|
$
|
(146,754
|
)
|
|
$
|
4,948
|
|
|
$
|
(8,486
|
)
|
|
$
|
(150,292
|
)
|
Gains (losses) arising during the period
|
43,079
|
|
|
(13,093
|
)
|
|
(82
|
)
|
|
29,904
|
|
||||
Reclassification to net earnings for (gains) losses realized
|
—
|
|
|
(606
|
)
|
|
85
|
|
|
(521
|
)
|
||||
Net other comprehensive income (loss)
|
43,079
|
|
|
(13,699
|
)
|
|
3
|
|
|
29,383
|
|
||||
Balance at July 29, 2017
|
$
|
(103,675
|
)
|
|
$
|
(8,751
|
)
|
|
$
|
(8,483
|
)
|
|
$
|
(120,909
|
)
|
|
Six Months Ended Jul 29, 2017
|
||||||||||||||
|
Foreign Currency Translation Adjustment
|
|
Derivative Financial Instruments Designated as Cash Flow Hedges
|
|
Defined Benefit Plans
|
|
Total
|
||||||||
Balance at January 28, 2017
|
$
|
(158,227
|
)
|
|
$
|
5,400
|
|
|
$
|
(8,562
|
)
|
|
$
|
(161,389
|
)
|
Gains (losses) arising during the period
|
54,552
|
|
|
(12,969
|
)
|
|
(95
|
)
|
|
41,488
|
|
||||
Reclassification to net loss for (gains) losses realized
|
—
|
|
|
(1,182
|
)
|
|
174
|
|
|
(1,008
|
)
|
||||
Net other comprehensive income (loss)
|
54,552
|
|
|
(14,151
|
)
|
|
79
|
|
|
40,480
|
|
||||
Balance at July 29, 2017
|
$
|
(103,675
|
)
|
|
$
|
(8,751
|
)
|
|
$
|
(8,483
|
)
|
|
$
|
(120,909
|
)
|
|
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
|
|
Six Months Ended
|
|
Location of
(Gain) Loss
Reclassified from
Accumulated OCI
into Earnings (Loss)
|
||||||||||||
|
Jul 29, 2017
|
|
Jul 30, 2016
|
|
Jul 29, 2017
|
|
Jul 30, 2016
|
|
|||||||||
Derivative financial instruments designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange currency contracts
|
$
|
(661
|
)
|
|
$
|
(1,141
|
)
|
|
$
|
(1,279
|
)
|
|
$
|
(2,576
|
)
|
|
Cost of product sales
|
Foreign exchange currency contracts
|
(14
|
)
|
|
(49
|
)
|
|
(93
|
)
|
|
(81
|
)
|
|
Other income/expense
|
||||
Interest rate swap
|
26
|
|
|
59
|
|
|
62
|
|
|
110
|
|
|
Interest expense
|
||||
Less income tax effect
|
43
|
|
|
250
|
|
|
128
|
|
|
521
|
|
|
Income tax expense
|
||||
|
(606
|
)
|
|
(881
|
)
|
|
(1,182
|
)
|
|
(2,026
|
)
|
|
|
||||
Defined benefit plans:
|
|
|
|
|
|
|
|
|
|
||||||||
Actuarial loss amortization
|
111
|
|
|
85
|
|
|
228
|
|
|
171
|
|
|
(1)
|
||||
Prior service credit amortization
|
(6
|
)
|
|
(7
|
)
|
|
(13
|
)
|
|
(14
|
)
|
|
(1)
|
||||
Less income tax effect
|
(20
|
)
|
|
(19
|
)
|
|
(41
|
)
|
|
(38
|
)
|
|
Income tax expense
|
||||
|
85
|
|
|
59
|
|
|
174
|
|
|
119
|
|
|
|
||||
Total reclassifications during the period
|
$
|
(521
|
)
|
|
$
|
(822
|
)
|
|
$
|
(1,008
|
)
|
|
$
|
(1,907
|
)
|
|
|
(1)
|
These accumulated other comprehensive income (loss) components are included in the computation of net periodic defined benefit pension cost. Refer to Note 13 for further information.
|
(4)
|
Accounts Receivable
|
|
Jul 29, 2017
|
|
Jan 28, 2017
|
||||
Trade
|
$
|
244,300
|
|
|
$
|
234,690
|
|
Royalty
|
19,842
|
|
|
19,881
|
|
||
Other
|
7,681
|
|
|
5,888
|
|
||
|
271,823
|
|
|
260,459
|
|
||
Less allowances
|
38,188
|
|
|
34,922
|
|
||
|
$
|
233,635
|
|
|
$
|
225,537
|
|
(5)
|
Inventories
|
|
Jul 29, 2017
|
|
Jan 28, 2017
|
||||
Raw materials
|
$
|
631
|
|
|
$
|
799
|
|
Work in progress
|
79
|
|
|
78
|
|
||
Finished goods
|
435,334
|
|
|
366,504
|
|
||
|
$
|
436,044
|
|
|
$
|
367,381
|
|
(6)
|
Restructuring Charges
|
|
Total
|
||
Balance at January 30, 2016
|
$
|
—
|
|
Charges to operations
|
6,083
|
|
|
Cash payments
|
(6,003
|
)
|
|
Foreign currency and other adjustments
|
100
|
|
|
Balance at January 28, 2017
|
$
|
180
|
|
Cash payments
|
(124
|
)
|
|
Foreign currency and other adjustments
|
(56
|
)
|
|
Balance at July 29, 2017
|
$
|
—
|
|
(7)
|
Income Taxes
|
(8)
|
Segment Information
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
Jul 29, 2017
|
|
Jul 30, 2016
|
|
Jul 29, 2017
|
|
July 30, 2016
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
||||||
Americas Retail
|
$
|
201,188
|
|
|
$
|
226,550
|
|
|
$
|
374,882
|
|
|
$
|
430,711
|
|
Europe (1)
|
255,215
|
|
|
212,416
|
|
|
420,603
|
|
|
346,558
|
|
||||
Asia (1)
|
62,733
|
|
|
53,410
|
|
|
126,114
|
|
|
107,638
|
|
||||
Americas Wholesale (1)
|
32,658
|
|
|
30,632
|
|
|
68,515
|
|
|
64,569
|
|
||||
Licensing
|
21,898
|
|
|
21,951
|
|
|
42,159
|
|
|
44,298
|
|
||||
Total net revenue
|
$
|
573,692
|
|
|
$
|
544,959
|
|
|
$
|
1,032,273
|
|
|
$
|
993,774
|
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|
|
||||||
Americas Retail (2)
|
$
|
(7,160
|
)
|
|
$
|
(1,614
|
)
|
|
$
|
(33,926
|
)
|
|
$
|
(14,215
|
)
|
Europe (1) (2)
|
26,188
|
|
|
18,571
|
|
|
23,093
|
|
|
4,016
|
|
||||
Asia (1) (2)
|
1,530
|
|
|
(3,378
|
)
|
|
692
|
|
|
(3,927
|
)
|
||||
Americas Wholesale (1)
|
4,859
|
|
|
3,633
|
|
|
11,504
|
|
|
9,594
|
|
||||
Licensing
|
19,422
|
|
|
19,733
|
|
|
36,753
|
|
|
40,148
|
|
||||
|
44,839
|
|
|
36,945
|
|
|
38,116
|
|
|
35,616
|
|
||||
Corporate Overhead
|
(21,591
|
)
|
|
(21,368
|
)
|
|
(40,387
|
)
|
|
(42,934
|
)
|
||||
Restructuring Charges
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,083
|
)
|
||||
Total earnings (loss) from operations
|
$
|
23,248
|
|
|
$
|
15,577
|
|
|
$
|
(2,271
|
)
|
|
$
|
(13,401
|
)
|
(1)
|
During the first quarter of fiscal 2018, net revenue and related costs and expenses for certain globally serviced customers were reclassified into the segment primarily responsible for the relationship. Accordingly, segment results for Europe, Asia and Americas Wholesale have been adjusted for the three and six months ended July 30, 2016 to conform to the current year presentation.
|
(2)
|
During each of the periods presented, the Company recognized asset impairment charges for certain retail locations resulting from under-performance and expected store closures. During the
three months ended July 29, 2017
, the Company recorded asset impairment charges related to its Americas Retail and Asia segments of
$0.9 million
and
$0.3 million
, respectively.
During the
six months ended July 29, 2017
, the Company recorded asset impairment charges related to its Americas Retail and Asia segments of
$3.0 million
and
$0.9 million
, respectively. Asset impairment charges related to its Europe segment were minimal during the
three and
six months ended July 29, 2017
.
During the
three months ended July 30, 2016
, the Company recorded asset impairment charges related to its Americas Retail and Europe segments of
$0.4 million
and
$0.1 million
, respectively. Asset impairment charges related to its Asia segment were minimal during the
three months ended July 30, 2016
.
During the
six months ended July 30, 2016
, the Company recorded asset impairment charges related to its Americas Retail, Europe and Asia segments of
$0.4 million
,
$0.2 million
and
$0.1 million
, respectively.
|
(9)
|
Borrowings and Capital Lease Obligations
|
|
Jul 29, 2017
|
|
Jan 28, 2017
|
||||
Mortgage debt, maturing monthly through January 2026
|
$
|
20,607
|
|
|
$
|
20,889
|
|
Capital lease obligations
|
17,371
|
|
|
—
|
|
||
Other
|
3,269
|
|
|
3,159
|
|
||
|
41,247
|
|
|
24,048
|
|
||
Less current installments
|
2,033
|
|
|
566
|
|
||
Long-term debt and capital lease obligations
|
$
|
39,214
|
|
|
$
|
23,482
|
|
(10)
|
Share-Based Compensation
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
Jul 29, 2017
|
|
Jul 30, 2016
|
|
Jul 29, 2017
|
|
Jul 30, 2016
|
||||||||
Stock options
|
$
|
581
|
|
|
$
|
622
|
|
|
$
|
1,190
|
|
|
$
|
1,134
|
|
Stock awards/units
|
3,563
|
|
|
4,146
|
|
|
6,881
|
|
|
7,824
|
|
||||
Employee Stock Purchase Plan
|
43
|
|
|
49
|
|
|
79
|
|
|
91
|
|
||||
Total share-based compensation expense
|
$
|
4,187
|
|
|
$
|
4,817
|
|
|
$
|
8,150
|
|
|
$
|
9,049
|
|
|
Number of
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Nonvested at January 28, 2017
|
787,849
|
|
|
$
|
19.17
|
|
Granted
|
818,416
|
|
|
11.17
|
|
|
Vested
|
(193,240
|
)
|
|
20.57
|
|
|
Forfeited
|
(6,757
|
)
|
|
18.35
|
|
|
Nonvested at July 29, 2017
|
1,406,268
|
|
|
$
|
14.32
|
|
|
Number of
Units
|
|
Weighted
Average Grant Date Fair Value |
|||
Nonvested at January 28, 2017
|
323,825
|
|
|
$
|
16.63
|
|
Granted
|
248,020
|
|
|
10.62
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested at July 29, 2017
|
571,845
|
|
|
$
|
14.02
|
|
(11)
|
Related Party Transactions
|
(12)
|
Commitments and Contingencies
|
(13)
|
Defined Benefit Plans
|
|
Three Months Ended July 29, 2017
|
||||||||||
|
SERP
|
|
Swiss Pension Plan
|
|
Total
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
469
|
|
|
$
|
469
|
|
Interest cost
|
460
|
|
|
20
|
|
|
480
|
|
|||
Expected return on plan assets
|
—
|
|
|
(46
|
)
|
|
(46
|
)
|
|||
Net amortization of unrecognized prior service credit
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|||
Net amortization of actuarial losses
|
38
|
|
|
73
|
|
|
111
|
|
|||
Net periodic defined benefit pension cost
|
$
|
498
|
|
|
$
|
510
|
|
|
$
|
1,008
|
|
|
Six Months Ended July 29, 2017
|
||||||||||
|
SERP
|
|
Swiss Pension Plan
|
|
Total
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
960
|
|
|
$
|
960
|
|
Interest cost
|
921
|
|
|
42
|
|
|
963
|
|
|||
Expected return on plan assets
|
—
|
|
|
(95
|
)
|
|
(95
|
)
|
|||
Net amortization of unrecognized prior service credit
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
|||
Net amortization of actuarial losses
|
76
|
|
|
152
|
|
|
228
|
|
|||
Net periodic defined benefit pension cost
|
$
|
997
|
|
|
$
|
1,046
|
|
|
$
|
2,043
|
|
|
Three Months Ended July 30, 2016
|
||||||||||
|
SERP
|
|
Swiss Pension Plan
|
|
Total
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
392
|
|
|
$
|
392
|
|
Interest cost
|
460
|
|
|
22
|
|
|
482
|
|
|||
Expected return on plan assets
|
—
|
|
|
(47
|
)
|
|
(47
|
)
|
|||
Net amortization of unrecognized prior service credit
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|||
Net amortization of actuarial losses
|
38
|
|
|
47
|
|
|
85
|
|
|||
Net periodic defined benefit pension cost
|
$
|
498
|
|
|
$
|
407
|
|
|
$
|
905
|
|
|
Six Months Ended July 30, 2016
|
||||||||||
|
SERP
|
|
Swiss Pension Plan
|
|
Total
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
771
|
|
|
$
|
771
|
|
Interest cost
|
920
|
|
|
44
|
|
|
964
|
|
|||
Expected return on plan assets
|
—
|
|
|
(93
|
)
|
|
(93
|
)
|
|||
Net amortization of unrecognized prior service credit
|
—
|
|
|
(14
|
)
|
|
(14
|
)
|
|||
Net amortization of actuarial losses
|
77
|
|
|
94
|
|
|
171
|
|
|||
Net periodic defined benefit pension cost
|
$
|
997
|
|
|
$
|
802
|
|
|
$
|
1,799
|
|
(14)
|
Fair Value Measurements
|
|
|
Fair Value Measurements at Jul 29, 2017
|
|
Fair Value Measurements at Jan 28, 2017
|
||||||||||||||||||||||||||||
Recurring Fair Value Measures
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange currency contracts
|
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
9,868
|
|
|
$
|
—
|
|
|
$
|
9,868
|
|
Interest rate swap
|
|
—
|
|
|
643
|
|
|
—
|
|
|
643
|
|
|
—
|
|
|
876
|
|
|
—
|
|
|
876
|
|
||||||||
Total
|
|
$
|
—
|
|
|
$
|
687
|
|
|
$
|
—
|
|
|
$
|
687
|
|
|
$
|
—
|
|
|
$
|
10,744
|
|
|
$
|
—
|
|
|
$
|
10,744
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Foreign exchange currency contracts
|
|
$
|
—
|
|
|
$
|
14,043
|
|
|
$
|
—
|
|
|
$
|
14,043
|
|
|
$
|
—
|
|
|
$
|
1,424
|
|
|
$
|
—
|
|
|
$
|
1,424
|
|
Deferred compensation obligations
|
|
—
|
|
|
12,377
|
|
|
—
|
|
|
12,377
|
|
|
—
|
|
|
11,184
|
|
|
—
|
|
|
11,184
|
|
||||||||
Total
|
|
$
|
—
|
|
|
$
|
26,420
|
|
|
$
|
—
|
|
|
$
|
26,420
|
|
|
$
|
—
|
|
|
$
|
12,608
|
|
|
$
|
—
|
|
|
$
|
12,608
|
|
(15)
|
Derivative Financial Instruments
|
|
|
Derivative
Balance Sheet
Location
|
|
Fair Value at
Jul 29, 2017 |
|
Fair Value at
Jan 28, 2017 |
||||
ASSETS:
|
|
|
|
|
|
|
|
|
||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||
Cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
|
Other current assets/
Other assets
|
|
$
|
31
|
|
|
$
|
6,072
|
|
Interest rate swap
|
|
Other assets
|
|
643
|
|
|
876
|
|
||
Total derivatives designated as hedging instruments
|
|
|
|
674
|
|
|
6,948
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|||
Foreign exchange currency contracts
|
|
Other current assets/
Other assets
|
|
13
|
|
|
3,796
|
|
||
Total
|
|
|
|
$
|
687
|
|
|
$
|
10,744
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
|
||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||
Cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
|
Accrued expenses/
Other long-term liabilities
|
|
$
|
9,620
|
|
|
$
|
1,250
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||
Foreign exchange currency contracts
|
|
Accrued expenses
|
|
4,423
|
|
|
174
|
|
||
Total
|
|
|
|
$
|
14,043
|
|
|
$
|
1,424
|
|
|
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 29, 2017
|
|
Jul 30, 2016
|
|
|
Jul 29, 2017
|
|
Jul 30, 2016
|
|||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
$
|
(14,673
|
)
|
|
$
|
5,762
|
|
|
Cost of product sales
|
|
$
|
661
|
|
|
$
|
1,141
|
|
Foreign exchange currency contracts
|
$
|
(785
|
)
|
|
$
|
343
|
|
|
Other income/expense
|
|
$
|
14
|
|
|
$
|
49
|
|
Interest rate swap
|
$
|
(77
|
)
|
|
$
|
(685
|
)
|
|
Interest expense
|
|
$
|
(26
|
)
|
|
$
|
(59
|
)
|
|
Loss
Recognized in
OCI
|
|
Location of
Gain (Loss)
Reclassified from
Accumulated OCI
into Earnings (Loss) (1)
|
|
Gain (Loss)
Reclassified from
Accumulated OCI into
Earnings (Loss)
|
||||||||||||
|
Six Months Ended
|
|
|
Six Months Ended
|
|||||||||||||
|
Jul 29, 2017
|
|
Jul 30, 2016
|
|
|
Jul 29, 2017
|
|
Jul 30, 2016
|
|||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
$
|
(13,816
|
)
|
|
$
|
(5,650
|
)
|
|
Cost of product sales
|
|
$
|
1,279
|
|
|
$
|
2,576
|
|
Foreign exchange currency contracts
|
$
|
(996
|
)
|
|
$
|
(356
|
)
|
|
Other income/expense
|
|
$
|
93
|
|
|
$
|
81
|
|
Interest rate swap
|
$
|
(277
|
)
|
|
$
|
(817
|
)
|
|
Interest expense
|
|
$
|
(62
|
)
|
|
$
|
(110
|
)
|
(1)
|
The Company recognized gains of
$0.9 million
and
$1.5 million
resulting from the ineffective portion related to foreign exchange currency contracts in interest income during the three and
six months ended July 29, 2017
, respectively. 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. There was
no
ineffectiveness recognized related to the interest rate swap during the three and
six months ended July 29, 2017
and
July 30, 2016
.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
Jul 29, 2017
|
|
Jul 30, 2016
|
|
Jul 29, 2017
|
|
Jul 30, 2016
|
||||||||
Beginning balance gain (loss)
|
$
|
4,948
|
|
|
$
|
(3,773
|
)
|
|
$
|
5,400
|
|
|
$
|
7,252
|
|
Net gains (losses) from changes in cash flow hedges
|
(13,093
|
)
|
|
4,617
|
|
|
(12,969
|
)
|
|
(5,263
|
)
|
||||
Net
gains reclassified to earnings (loss)
|
(606
|
)
|
|
(881
|
)
|
|
(1,182
|
)
|
|
(2,026
|
)
|
||||
Ending balance loss
|
$
|
(8,751
|
)
|
|
$
|
(37
|
)
|
|
$
|
(8,751
|
)
|
|
$
|
(37
|
)
|
|
|
Location of
Gain (Loss)
Recognized in
Earnings (Loss)
|
|
Gain (Loss)
Recognized in Earnings
|
|
Gain (Loss)
Recognized in Earnings (Loss)
|
||||||||||||
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||
|
|
|
Jul 29, 2017
|
|
Jul 30, 2016
|
|
Jul 29, 2017
|
|
Jul 30, 2016
|
|||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange currency contracts
|
|
Other income/expense
|
|
$
|
(6,540
|
)
|
|
$
|
2,885
|
|
|
$
|
(7,333
|
)
|
|
$
|
(3,144
|
)
|
Interest rate swap
|
|
Other income/expense
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38
|
|
(16)
|
Subsequent Events
|
ITEM 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Total net revenue
in
creased
5.3%
to $
573.7 million
for the quarter ended
July 29, 2017
, compared to $
545.0 million
in the same prior-year period.
In constant currency, net revenue
increase
d by
4.9%
.
|
•
|
Gross margin (gross profit as a percentage of total net revenue)
in
creased
40
basis points to
34.5%
for the quarter ended
July 29, 2017
, compared to
34.1%
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
90
basis points to
30.2%
for the quarter ended
July 29, 2017
, from
31.1%
in the same prior-year period. SG&A expenses
in
creased
2.4%
to $
173.5 million
for the quarter ended
July 29, 2017
, compared to $
169.6 million
in the same prior-year period.
|
•
|
During the quarter ended
July 29, 2017
, the Company recognized asset impairment charges of
$1.2 million
, compared to
$0.5 million
in the same prior-year period.
|
•
|
Operating margin
in
creased
120
basis points to
4.1%
for the quarter ended
July 29, 2017
, compared to
2.9%
in the same prior-year period.
Higher asset impairment charges recorded during the quarter ended
July 29, 2017
unfavorably impacted operating margin by
10
basis points compared to the same prior-year period.
Earnings from operations
in
creased
49.2%
to
$23.2 million
for the quarter ended
July 29, 2017
, compared to $
15.6 million
in the same prior-year period.
|
•
|
Other
expense
, net (including interest income and expense) totaled
$0.9 million
for the quarter ended
July 29, 2017
, compared to other
income
, net of
$27.2 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
in
creased by
410
basis points to
28.9%
for the quarter ended
July 29, 2017
, compared to
24.8%
in the same prior-year period.
|
•
|
The Company had
$316.5 million
in cash and cash equivalents and
$1.3 million
in restricted cash as of
July 29, 2017
, compared to $
415.5 million
in cash and cash equivalents and
$0.5 million
in restricted cash at
July 30, 2016
.
|
◦
|
The Company invested
$17.8 million
to repurchase
1,485,195
of its common shares during the
six months ended July 29, 2017
. The shares were repurchased during the three months ended April 29, 2017.
|
•
|
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, credit card and retail concession receivables related to its retail businesses and certain other receivables
,
in
creased by
$32.3 million
, or
16.1%
, to
$233.6 million
as of
July 29, 2017
, compared to $
201.3 million
at
July 30, 2016
.
On a constant currency basis, accounts receivable increased by $24.3 million, or 12.1%, when compared to
July 30, 2016
.
|
•
|
Inventory
in
creased by
$56.3 million
, or
14.8%
, to
$436.0 million
as of
July 29, 2017
, compared to $
379.7 million
at
July 30, 2016
. On a constant currency basis, inventory
increased
by
$43.3 million
, or
11.4%
, compared to the same prior-year period.
|
•
|
During the quarter ended
July 29, 2017
, the Company entered into capital lease obligations totaling
$17.5 million
related primarily to equipment used in its new European third party distribution center.
|
Region
|
|
Total Stores
|
|
Directly
Operated Stores
|
|
Licensee Stores
|
|||
United States
|
|
320
|
|
|
318
|
|
|
2
|
|
Canada
|
|
104
|
|
|
104
|
|
|
—
|
|
Central and South America
|
|
94
|
|
|
51
|
|
|
43
|
|
Total Americas
|
|
518
|
|
|
473
|
|
|
45
|
|
Europe and the Middle East
|
|
646
|
|
|
363
|
|
|
283
|
|
Asia
|
|
480
|
|
|
109
|
|
|
371
|
|
Total
|
|
1,644
|
|
|
945
|
|
|
699
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
Jul 29, 2017
|
|
July 30, 2016
|
|
Change
|
|
% Change
|
|||||||
Net revenue:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
|
$
|
201,188
|
|
|
$
|
226,550
|
|
|
$
|
(25,362
|
)
|
|
(11.2
|
%)
|
Europe (1)
|
255,215
|
|
|
212,416
|
|
|
42,799
|
|
|
20.1
|
|
|||
Asia (1)
|
62,733
|
|
|
53,410
|
|
|
9,323
|
|
|
17.5
|
|
|||
Americas Wholesale (1)
|
32,658
|
|
|
30,632
|
|
|
2,026
|
|
|
6.6
|
|
|||
Licensing
|
21,898
|
|
|
21,951
|
|
|
(53
|
)
|
|
(0.2
|
)
|
|||
Total net revenue
|
$
|
573,692
|
|
|
$
|
544,959
|
|
|
$
|
28,733
|
|
|
5.3
|
%
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|||||||
Americas Retail (2)
|
$
|
(7,160
|
)
|
|
$
|
(1,614
|
)
|
|
$
|
(5,546
|
)
|
|
(343.6
|
%)
|
Europe (1) (2)
|
26,188
|
|
|
18,571
|
|
|
7,617
|
|
|
41.0
|
|
|||
Asia (1) (2)
|
1,530
|
|
|
(3,378
|
)
|
|
4,908
|
|
|
145.3
|
|
|||
Americas Wholesale (1)
|
4,859
|
|
|
3,633
|
|
|
1,226
|
|
|
33.7
|
|
|||
Licensing
|
19,422
|
|
|
19,733
|
|
|
(311
|
)
|
|
(1.6
|
)
|
|||
|
44,839
|
|
|
36,945
|
|
|
7,894
|
|
|
21.4
|
|
|||
Corporate Overhead
|
(21,591
|
)
|
|
(21,368
|
)
|
|
(223
|
)
|
|
1.0
|
|
|||
Total earnings from operations
|
$
|
23,248
|
|
|
$
|
15,577
|
|
|
$
|
7,671
|
|
|
49.2
|
%
|
Operating margins:
|
|
|
|
|
|
|
|
|||||||
Americas Retail (2)
|
(3.6
|
%)
|
|
(0.7
|
%)
|
|
|
|
|
|||||
Europe (1) (2)
|
10.3
|
%
|
|
8.7
|
%
|
|
|
|
|
|||||
Asia (1) (2)
|
2.4
|
%
|
|
(6.3
|
%)
|
|
|
|
|
|||||
Americas Wholesale (1)
|
14.9
|
%
|
|
11.9
|
%
|
|
|
|
|
|||||
Licensing
|
88.7
|
%
|
|
89.9
|
%
|
|
|
|
|
|||||
Total Company
|
4.1
|
%
|
|
2.9
|
%
|
|
|
|
|
(1)
|
During the first quarter of fiscal 2018, net revenue and related costs and expenses for certain globally serviced customers were reclassified into the segment primarily responsible for the relationship. Accordingly, segment results for Europe, Asia and Americas Wholesale have been adjusted for the
three months ended July 30, 2016
to conform to the current year presentation.
|
(2)
|
During each of the periods presented, the Company recognized asset impairment charges for certain retail locations resulting from under-performance and expected store closures. During the
three months ended July 29, 2017
, the Company recorded asset impairment charges related to its Americas Retail and Asia segments of
$0.9 million
and
$0.3 million
, respectively. Asset impairment charges related to its Europe segment were minimal during the
three months ended July 29, 2017
.
During the
three months ended July 30, 2016
, the Company recorded asset impairment charges related to its Americas Retail and Europe segments of
$0.4 million
and
$0.1 million
, respectively. Asset impairment charges related to its Asia segment were minimal during the
three months ended July 30, 2016
.
|
|
Six Months Ended
|
|
|
|
|
|||||||||
|
Jul 29, 2017
|
|
Jul 30, 2016
|
|
Change
|
|
% Change
|
|||||||
Net revenue:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
|
$
|
374,882
|
|
|
$
|
430,711
|
|
|
$
|
(55,829
|
)
|
|
(13.0
|
%)
|
Europe (1)
|
420,603
|
|
|
346,558
|
|
|
74,045
|
|
|
21.4
|
|
|||
Asia (1)
|
126,114
|
|
|
107,638
|
|
|
18,476
|
|
|
17.2
|
|
|||
Americas Wholesale (1)
|
68,515
|
|
|
64,569
|
|
|
3,946
|
|
|
6.1
|
|
|||
Licensing
|
42,159
|
|
|
44,298
|
|
|
(2,139
|
)
|
|
(4.8
|
)
|
|||
Total net revenue
|
$
|
1,032,273
|
|
|
$
|
993,774
|
|
|
$
|
38,499
|
|
|
3.9
|
%
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|||||||
Americas Retail (2)
|
$
|
(33,926
|
)
|
|
$
|
(14,215
|
)
|
|
$
|
(19,711
|
)
|
|
(138.7
|
%)
|
Europe (1) (2)
|
23,093
|
|
|
4,016
|
|
|
19,077
|
|
|
475.0
|
|
|||
Asia (1) (2)
|
692
|
|
|
(3,927
|
)
|
|
4,619
|
|
|
117.6
|
|
|||
Americas Wholesale (1)
|
11,504
|
|
|
9,594
|
|
|
1,910
|
|
|
19.9
|
|
|||
Licensing
|
36,753
|
|
|
40,148
|
|
|
(3,395
|
)
|
|
(8.5
|
)
|
|||
|
38,116
|
|
|
35,616
|
|
|
2,500
|
|
|
7.0
|
|
|||
Corporate Overhead
|
(40,387
|
)
|
|
(42,934
|
)
|
|
2,547
|
|
|
(5.9
|
)
|
|||
Restructuring Charges
|
—
|
|
|
(6,083
|
)
|
|
6,083
|
|
|
|
||||
Total loss from operations
|
$
|
(2,271
|
)
|
|
$
|
(13,401
|
)
|
|
$
|
11,130
|
|
|
83.1
|
%
|
Operating margins:
|
|
|
|
|
|
|
|
|||||||
Americas Retail (2)
|
(9.0
|
%)
|
|
(3.3
|
%)
|
|
|
|
|
|||||
Europe (1) (2)
|
5.5
|
%
|
|
1.2
|
%
|
|
|
|
|
|||||
Asia (1) (2)
|
0.5
|
%
|
|
(3.6
|
%)
|
|
|
|
|
|||||
Americas Wholesale (1)
|
16.8
|
%
|
|
14.9
|
%
|
|
|
|
|
|||||
Licensing
|
87.2
|
%
|
|
90.6
|
%
|
|
|
|
|
|||||
Total Company
|
(0.2
|
%)
|
|
(1.3
|
%)
|
|
|
|
|
(1)
|
During the first quarter of fiscal 2018, net revenue and related costs and expenses for certain globally serviced customers were reclassified into the segment primarily responsible for the relationship. Accordingly, segment results for Europe, Asia and Americas Wholesale have been adjusted for the
six months ended July 30, 2016
to conform to the current year presentation.
|
(2)
|
During each of the periods presented, the Company recognized asset impairment charges for certain retail locations resulting from under-performance and expected store closures. During the
six months ended July 29, 2017
, the Company recorded asset impairment charges related to its Americas Retail and Asia segments of
$3.0 million
and
$0.9 million
, respectively. Asset impairment charges related to its Europe segment were minimal during the
six months ended July 29, 2017
.
During the
six months ended July 30, 2016
, the Company recorded asset impairment charges related to its Americas Retail, Europe and Asia segments of
$0.4 million
,
$0.2 million
and
$0.1 million
, respectively.
|
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
|
||||||
April 30, 2017 to May 27, 2017
|
|
|
|
|
|
|
|
||||||
Repurchase program (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
430,468,702
|
|
|
Employee transactions (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||
May 28, 2017 to July 1, 2017
|
|
|
|
|
|
|
|
||||||
Repurchase program (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
430,468,702
|
|
|
Employee transactions (2)
|
560
|
|
|
$
|
12.11
|
|
|
—
|
|
|
|
||
July 2, 2017 to July 29, 2017
|
|
|
|
|
|
|
|
||||||
Repurchase program (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
430,468,702
|
|
|
Employee transactions (2)
|
23,175
|
|
|
$
|
12.48
|
|
|
—
|
|
|
|
||
Total
|
|
|
|
|
|
|
|
||||||
Repurchase program (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||
Employee transactions (2)
|
23,735
|
|
|
$
|
12.47
|
|
|
—
|
|
|
|
(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
.
|
|
|
3.2
.
|
|
|
4.1
.
|
|
|
*
10.1
.
|
|
|
*†
10.2
.
|
|
|
*†
10.3
.
|
|
|
†
31.1
.
|
|
|
†
31.2
.
|
|
|
†
32.1
.
|
|
|
†
32.2
.
|
|
|
†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:
|
September 1, 2017
|
By:
|
/s/ VICTOR HERRERO
|
|
|
|
Victor Herrero
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Date:
|
September 1, 2017
|
By:
|
/s/ SANDEEP REDDY
|
|
|
|
Sandeep Reddy
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
Number of Shares of Common Stock:
1
[Shares Granted]
|
|
|
|||||
|
|
|
|
|
|
|
|
Exercise Price per Share:
1
[Option Price]
|
Expiration Date:
1,2
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
Award Number: [Grant Number]
|
|||
|
|
|
|
|
|
|
|
Vesting
1,2
The Option shall become vested as to [25% of the total number of shares of Common Stock subject to the Option over four periods.]
|
|||||||
|
|
|
|
|||
Signature of Spouse
|
|
Date
|
|
|
1.
|
Vesting; Limits on Exercise; Incentive Stock Option Status
.
|
•
|
Cumulative Exercisability
. To the extent that the Option is vested and exercisable, the Grantee has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or earlier termination of the Option.
|
•
|
No Fractional Shares
. Fractional share interests shall be disregarded, but may be cumulated.
|
•
|
Minimum Exercise
. No fewer than 100
1
shares of Common Stock may be purchased at any one time, unless the number purchased is the total number at the time exercisable under the Option.
|
•
|
Nonqualified Stock Option
. The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.
|
2.
|
Continuance of Employment/Service Required; No Employment/Service Commitment
.
|
3.
|
Method of Exercise of Option
.
|
•
|
a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Committee may require from time to time,
|
•
|
payment in full for the Exercise Price of the shares to be purchased (a) in cash, check or by electronic funds transfer to the Company, or (b) (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Committee may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date,
provided
,
however
, that any shares initially acquired upon exercise of a stock option or otherwise from the Company must have been owned by the Grantee for at least six (6) months before the date of such exercise, or (c) through a “cashless exercise” procedure by notice and third party payment in such manner as may be authorized by the Committee pursuant to Section 8(f) of the Plan;
|
•
|
any written statements or agreements required pursuant to Section 19(g) of the Plan; and
|
•
|
satisfaction of the tax withholding provisions of Section 19(a) of the Plan.
|
4.
|
Termination of Option upon a Termination of Grantee’s Employment or Services
.
|
•
|
if the Grantee’s employment by the Company or a Subsidiary terminates due to his or her death, Disability or Retirement, then (a) the Grantee, his or her personal representative or beneficiary will have twelve (12) months from the Severance Date to exercise the Option (or any portion thereof) to the extent that it was exercisable on the Severance Date; provided that if the Grantee’s employment terminates as a result of Disability or Retirement and he or she dies during such 12-month period, his or her beneficiary will have one year from the date of the Grantee’s death to exercise the Option (or any portion thereof) to the extent it was vested on the Grantee’s Severance Date, (b) the Option, to the extent not exercisable on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date (or, if applicable, the 12-month period following the Grantee’s subsequent death) and not exercised during such period, shall terminate at the close of business on the last day of such 12-month period.
|
•
|
if the Grantee’s employment by the Company or a Subsidiary terminates for any reason other than his or her death, Retirement or Disability, then (a) the Grantee will have sixty (60) days from the Severance Date to exercise the Option (or portion thereof) to the extent that it was exercisable on the Grantee’s Severance Date (b) the Option, to the extent not exercisable on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the sixty (60) day period following the
|
5.
|
Non-Transferability
.
|
6.
|
Adjustments Upon Changes in Capitalization
.
|
7.
|
Change in Control
.
|
8.
|
Notices
.
|
9.
|
Plan
.
|
10.
|
Entire Agreement
.
|
11.
|
Governing Law
.
|
12.
|
Effect of this Agreement
.
|
13.
|
Counterparts
.
|
14.
|
Electronic Delivery
.
|
15.
|
Severability
.
|
16.
|
Section Headings.
|
17.
|
Clawback Policy.
|
18.
|
No Advice Regarding Grant.
|
1.
|
Definitions; Incorporation of Plan Terms
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Award and all rights of the Grantee under this Agreement are subject to, and the Grantee agrees to be bound by, all of the terms and conditions of the Plan, incorporated herein by this reference. In the event of any conflict or inconsistency between the Plan and this Award Agreement, the Plan shall govern.
|
2.
|
Grant of Restricted Stock
. The Grantee shall be entitled to purchase [
Total Shares Granted]
restricted shares of the Company’s common stock, par value $0.01 per share (the “
Common Stock
”), pursuant to the terms and conditions of this Agreement (the “
Restricted Stock
”).
|
3.
|
Purchase Price
. The Grantee shall pay to the Company, in cash, an aggregate purchase price of
[Total Price]
(the “
Purchase Price
”), which amount is equal to the aggregate amount of the par value of the Restricted Stock. Such payment of the Purchase Price shall be made to the Company within 30 days after the date hereof.
|
4.
|
Restricted Period
. Subject to Sections 7 and 8 below, the Award shall vest and restrictions shall lapse as to
[25% of the total number of shares of the Restricted Stock over four periods]
; provided that Grantee has been continuously employed with the Company from the date hereof through each applicable vesting date (the “
Restricted Period
”). Employment or service for only a portion of the vesting period, even if a substantial portion, 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 employment or services as provided in Section 7 below or under the Plan.
|
5.
|
Rights of a Shareholder
. From and after the Date of Grant and for so long as the Restricted Stock is held by or for the benefit of the Grantee, the Grantee shall have all the rights of a shareholder of the Company with respect to the Restricted Stock, including but
|
6.
|
Adjustments Upon Specified Events
. Upon the occurrence of certain events relating to the Company’s Common Stock contemplated by Section 16(b) of the Plan, the Committee will make adjustments, if appropriate, in the number and kind of securities subject to the Award. If any adjustment is made under Section 16(b) of the Plan, the restrictions applicable to the shares of Restricted Stock shall continue in effect with respect to any consideration or other securities (the “
Restricted Property
” and, for the purposes of this Award Agreement, “Restricted Stock” shall include “Restricted Property,” unless the context otherwise requires) received in respect of such Restricted Stock. Such Restricted Property shall vest at such times in such proportion as the shares of Restricted Stock to which the Restricted Property is attributable. To the extent that the Restricted Property includes any cash (other than regular cash dividends provided for in Section 5 hereof), such cash shall be invested, pursuant to policies established by the Committee, in interest bearing, FDIC‑insured (subject to applicable insurance limits) deposits of a depository institution selected by the Committee, the earnings on which shall be added to and become a part of the Restricted Property.
|
7.
|
Effect of Cessation of Employment
.
|
A.
|
Forfeiture After Certain Events
. Unless the Committee determines otherwise in its sole discretion, if the employment of the Grantee by the Company, a Parent or a Subsidiary shall terminate for any reason, whether with or without cause, voluntarily or involuntarily, any of the shares of the Restricted Stock that remain subject to the Restricted Period on the date of the Grantee’s termination of employment shall be forfeited.
|
B.
|
Return of Shares; Refund of Purchase Price
. Upon the occurrence of any forfeiture of shares of Restricted Stock hereunder, such unvested, forfeited shares and related Restricted Property shall be automatically transferred to the Company, without any other action by the Grantee, or the Grantee’s beneficiary or personal representative, as the case may be, and the Company shall refund the Purchase Price to the Grantee (or the Grantee’s beneficiary or personal representative); no additional consideration shall be paid by the Company with respect to such transfer. No interest shall be credited with respect to nor shall any other adjustments be made to the Purchase Price for fluctuations in the fair market value of the Common Stock either before or after the transfer date. The Company may exercise its powers under Section 10(D) hereof and take any other action necessary or advisable to evidence such transfer. The Grantee, or the Grantee’s beneficiary or personal representative, as the case may be, shall deliver any additional documents of transfer that the Company may request to confirm the transfer of such unvested, forfeited shares and related Restricted Property to the Company.
|
8.
|
Change in Control
. Notwithstanding anything provided in Section 17 of the Plan to the contrary, in the event of a Change in Control and except as the Committee (as constituted immediately prior to such Change in Control) may otherwise determine in its sole
|
9.
|
Restrictions on Transfer
. Prior to the lapse of the Restricted Period, neither the Restricted Stock, nor any interest therein, amount payable in respect thereof or Restricted Property shall be sold, transferred, pledged, hypothecated or otherwise disposed of by the Grantee; provided, however, that such transfer restrictions shall not apply to (i) transfers to the Company or (ii) transfers by will or descent and distribution. Grantee agrees that the Restricted Stock will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws.
|
10.
|
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 10(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 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 the lapse of restrictions 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:
|
C.
|
Delivery of Shares Upon Lapse of Restricted Period
. Promptly after the lapse of the Restricted Period as to any shares of Restricted Stock pursuant to Sections 4 or 8 and the satisfaction of any and all related tax withholding obligations pursuant to Section 11, the Company shall, as applicable, either remove the notations on any shares of Restricted Stock issued in book entry form which have vested or deliver to the Grantee a certificate or certificates evidencing the number of shares of Restricted Stock which have vested (or, in either case, such lesser number of shares as may be permitted pursuant to Section 11). The Grantee (or the Beneficiary or Personal Representative of the Grantee in the event of the Grantee’s death or incapacity, 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 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
|
E.
|
Postponement of Issuance.
Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Common Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.
|
11.
|
Withholding of Tax
. The Company shall reasonably determine the amount of any federal, state, local or other income, employment, or other taxes which the Company or any of its affiliates may reasonably be obligated to withhold with respect to the grant, vesting, making of an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “
Code
”), or other event with respect to the Restricted Stock. The Company may, in its sole discretion, withhold and/or reacquire a sufficient number of shares of Restricted Stock in connection with the vesting of such shares at their then Fair Market Value (determined either as of the date of such withholding or as of the immediately preceding trading day, as determined by the Company in its discretion) to satisfy the amount of any such withholding obligations that arise with respect to the vesting of such shares. The Company may take such action(s) without notice to the Grantee and shall remit to the Grantee the balance of any proceeds from withholding and/or reacquiring such shares in excess of the amount reasonably determined to be necessary to satisfy such withholding obligations. The Grantee shall have no discretion as to the satisfaction of tax withholding obligations in such manner. If, however, the Grantee makes an election under Section 83(b) of the Code with respect to the Restricted Stock, if any other withholding event occurs with respect to the Restricted Stock other than the vesting of such stock, or if the Company for any reason does not satisfy the withholding obligations with respect to the vesting of the Restricted Stock as provided above in this Section 11, the Company shall be entitled to require a cash payment by or on behalf of the Grantee and/or to deduct from other compensation payable to the Grantee the amount of any such withholding obligations.
|
12.
|
Compliance
. Grantee hereby agrees to cooperate with the Company, regardless of Grantee’s employment status with the Company, to the extent necessary for the Company to comply with applicable state and federal laws and regulations relating to the Restricted Stock.
|
13.
|
Notices
. Any notice required or permitted under this 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 on record with the
|
14.
|
Failure to Enforce Not a Waiver
. The failure of the Company or the Grantee to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
|
15.
|
Governing Law
. This Agreement shall be governed by and construed according to the laws of the State of Delaware, without regard to Delaware or other laws that might cause other law to govern under applicable principles of conflicts of law. For purposes of litigating any dispute that arises under this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation shall be conducted in the courts of Los Angeles County, or the federal courts for the United States for the
Central District of California, and no other courts, where this Agreement is made and/or to be performed.
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16.
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Electronic Delivery
. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock awarded under the Plan or future restricted stock that may be awarded under the Plan by electronic means or request Grantee’s consent to participate in the Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
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17.
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Severability
. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
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18.
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Entire Agreement
. This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan may be amended pursuant to Section 18 of the Plan. This Agreement may be amended by the Board or the Committee from time to time. Any such amendment must be in writing and signed by the Company. Any such amendment that materially and adversely affects the Grantee’s rights under this Agreement requires the consent of the Grantee in order to be effective with respect to the Award. The Company may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Grantee hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.
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19.
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Continuance of Employment
. Nothing contained in this Agreement or the Plan constitutes an employment or service commitment by the Company, affects the Grantee’s status as an employee at will who is subject to termination without cause, confers upon the Grantee any right to remain employed by or in service to the Company or any of its subsidiaries, interferes in any way with the right of the Company or any of its subsidiaries at any time to terminate such employment or services, or affects the right of the Company or any of its subsidiaries to increase or decrease the Grantee’s other compensation or
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20.
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Committee’s Powers
. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee or, to the extent delegated, in its delegate pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan, including, without limitation, the right to make certain determinations and elections with respect to the Restricted Stock.
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21.
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Section 83(b) Election
. The Grantee hereby acknowledged 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 Code, to be taxed currently on the fair market value of the Restricted Stock on the Date of Grant.
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22.
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Termination of this Agreement
. Upon termination of this Agreement, all rights of the Grantee hereunder shall cease.
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23.
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Clawback Policy
. This Award is subject to the terms of the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Award or any shares of Common Stock or other cash or property received with respect to the Award (including any value received from a disposition of the shares acquired in respect of the Award).
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24.
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No Advice Regarding Grant
. The Grantee is hereby advised to consult with his or her own tax, legal and/or investment advisors with respect to any advice the Grantee may determine is needed or appropriate with respect to the Restricted Stock (including, without limitation, to determine the foreign, state, local, estate and/or gift tax consequences with respect to the Award, the advantages and disadvantages of making an election under Section 83(b) of the Code with respect to the Award, and the process and requirements for such an election). Neither the Company nor any of its officers, directors, affiliates or advisors makes any representation (except for the terms and conditions expressly set forth in this Agreement) or recommendation with respect to the Award or the making an election under Section 83(b) of the Code with respect to the Award. In the event the Grantee desires to make an election under Section 83(b) of the Code with respect to the Award, it is the Grantee’s sole responsibility to do so timely. Except for the withholding rights set forth in Section 11 above, the Grantee is solely responsible for any and all tax liability that may arise with respect to the Award.
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GUESS?, INC.
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a Delaware corporation
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By:
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Print Name:
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Its:
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GRANTEE
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Signature
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[Grantee Name]
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Print Name
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o
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I
AM NOT MARRIED.
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AM MARRIED AND HAVE INFORMED MY SPOUSE OF THIS EQUITY GRANT.
(P
lease have your spouse sign the Consent of Spouse section below.
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GRANTEE
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[Grantee Name]
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Signature of Spouse
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Signature
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1.
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I have reviewed this quarterly report on Form 10-Q of Guess?, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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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September 1, 2017
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By:
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/s/ VICTOR HERRERO
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Victor Herrero
Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Guess?, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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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September 1, 2017
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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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•
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the Quarterly Report on Form 10-Q of the Company for the period ended
July 29, 2017
, 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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•
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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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September 1, 2017
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By:
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/s/ VICTOR HERRERO
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Victor Herrero
Chief Executive Officer
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•
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the Quarterly Report on Form 10-Q of the Company for the period ended
July 29, 2017
, 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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•
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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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September 1, 2017
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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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