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Delaware
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95-3679695
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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1444 South Alameda Street
Los Angeles, California 90021
(213) 765-3100
(Address, including zip code, and telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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common stock, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
ý
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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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Item
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Description
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Page
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Year Ended
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Year Ended
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Year Ended
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||||||||||||
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Feb 3, 2018
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Jan 28, 2017
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Jan 30, 2016
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Region
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Stores
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Concessions
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Stores
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Concessions
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Stores
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Concessions
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||||||
United States
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306
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—
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339
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—
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342
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—
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Canada
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89
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—
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111
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—
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113
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—
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Central and South America
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59
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27
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51
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30
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46
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—
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Total Americas
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454
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27
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501
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30
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501
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—
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Europe and the Middle East
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400
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|
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33
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|
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336
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31
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280
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26
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Asia and the Pacific
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157
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177
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108
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193
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54
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169
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Total
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1,011
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237
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945
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254
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835
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195
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Year Ended
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Year Ended
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Year Ended
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||||||||||||
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Feb 3, 2018
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Jan 28, 2017
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Jan 30, 2016
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Region
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Stores
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Concessions
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Stores
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Concessions
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Stores
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Concessions
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United States
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2
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1
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2
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1
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1
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—
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Central and South America
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44
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—
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44
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—
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53
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—
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Total Americas
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46
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1
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46
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1
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54
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—
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Europe and the Middle East
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269
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—
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293
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—
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314
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—
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Asia and the Pacific
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337
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191
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396
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191
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436
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247
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Total
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652
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192
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735
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192
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804
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247
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Year Ended
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Year Ended
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Year Ended
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|||||||||||||||
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Feb 3, 2018
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Jan 28, 2017
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Jan 30, 2016
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Net revenue:
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$
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%
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$
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% (1)
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$
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% (1)
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|||||||||
Americas Retail
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$
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833,077
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35.3
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%
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$
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935,479
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42.7
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%
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$
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981,942
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45.0
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%
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Americas Wholesale (2)
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150,366
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6.3
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146,260
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6.7
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155,594
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7.1
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Europe (2)
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998,657
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42.2
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788,194
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36.0
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722,877
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33.1
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Asia (2)
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308,899
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13.1
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248,601
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11.3
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240,041
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11.0
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Net revenue from product sales
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2,290,999
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96.9
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2,118,534
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96.7
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2,100,454
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96.2
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Licensing (1)
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72,755
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3.1
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71,919
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3.3
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84,041
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3.8
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Total net revenue (1)
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$
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2,363,754
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100.0
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%
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$
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2,190,453
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100.0
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%
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$
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2,184,495
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100.0
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%
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Earnings (loss) from operations:
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Americas Retail (2)
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$
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(17,301
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)
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(26.5
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%)
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$
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(22,816
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)
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(100.4
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%)
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$
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18,414
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15.2
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%
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Americas Wholesale (2)
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25,161
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38.6
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24,190
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106.5
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29,579
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24.4
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Europe (2)
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87,376
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134.1
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56,961
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250.8
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53,673
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44.2
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Asia (2)
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14,116
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21.7
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(2,381
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)
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(10.5
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)
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10,309
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8.5
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Licensing (2)
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78,102
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119.8
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80,386
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354.0
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92,189
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76.0
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Total segment earnings from operations
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187,454
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287.7
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136,340
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600.4
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204,164
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168.3
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Corporate overhead (2)
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(102,429
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)
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(157.2
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)
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(73,859
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)
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(325.3
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)
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(82,864
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)
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(68.3
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)
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Net gains (losses) on lease terminations (2)
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(11,373
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)
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(17.5
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)
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695
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3.1
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2,337
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1.9
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Asset impairment charges (2)
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(8,479
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)
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(13.0
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)
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(34,385
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)
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(151.4
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)
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(2,287
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)
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(1.9
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)
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Restructuring charges
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—
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—
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(6,083
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)
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(26.8
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)
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—
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—
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Total earnings from operations
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$
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65,173
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100.0
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%
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$
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22,708
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100.0
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%
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$
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121,350
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100.0
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%
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(1)
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During the fourth quarter of fiscal 2018,
the Company reclassified net royalties received on the Company’s inventory purchases of licensed product from net revenue to cost of product sales
. Accordingly, net revenue has been adjusted for fiscal 2017 and fiscal 2016 to conform to the current period presentation. This reclassification had no impact on previously reported earnings from operations. Refer to Note 1 to the Consolidated Financial Statements for further information.
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(2)
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Segment results have been adjusted for fiscal 2017 and fiscal 2016 to conform to the current year presentation. Refer to Note 1 to the Consolidated Financial Statements for further information on these reclassifications.
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•
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identify desirable locations, the availability of which is out of our control;
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negotiate acceptable lease terms, including desired tenant improvement allowances;
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•
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efficiently build and equip the new stores;
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source sufficient levels of inventory to meet the needs of the new stores;
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hire, train and retain competent store personnel;
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successfully integrate the new stores into our existing systems and operations; and
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•
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satisfy the fashion preferences of customers in the new geographic areas.
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•
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political instability or acts of terrorism, which disrupt trade with the countries where we operate or in which our contractors, suppliers or customers are located;
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•
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recessions in foreign economies;
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•
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inflationary pressures and volatility in foreign economies;
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•
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reduced global demand resulting in the closing of manufacturing facilities;
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•
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challenges in managing broadly dispersed foreign operations;
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•
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local business practices that do not conform to legal or ethical guidelines;
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•
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adoption of additional or revised quotas, restrictions or regulations relating to imports or exports;
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•
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additional or increased customs duties, tariffs, taxes and other charges on imports or exports;
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•
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anti-American sentiment in foreign countries where we operate resulting from actual or proposed changes to U.S. immigration and travel policies or other factors;
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•
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delays in receipts due to our distribution centers as a result of labor unrest, increasing security requirements or other factors at U.S. or other ports;
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•
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significant fluctuations in the value of the dollar against foreign currencies;
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•
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increased difficulty in protecting our intellectual property rights in foreign jurisdictions;
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•
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social, labor, legal or economic instability in the foreign markets in which we do business, which could influence our ability to sell our products in, or distribute our products from, these international markets;
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•
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restrictions on the transfer of funds between the U.S. and foreign jurisdictions;
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•
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our ability and the ability of our international retail store licensees, distributors and joint venture partners to locate and continue to open desirable new retail locations; and
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•
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natural disasters in areas in which our contractors, suppliers, or customers are located.
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•
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elect our directors;
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•
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amend or prevent amendment of our Restated Certificate of Incorporation or Bylaws;
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•
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effect or prevent a merger, sale and/or purchase of assets or other corporate transactions; and
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•
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control the outcome of any other matter submitted to our stockholders for vote.
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•
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shifts in consumer tastes and fashion trends;
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•
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the timing of new store openings and the relative proportion of new stores to mature stores;
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•
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the timing and effectiveness of planned store closures in North America;
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•
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calendar shifts of holiday or seasonal periods;
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•
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the timing of seasonal wholesale shipments;
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•
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the effectiveness of our inventory management;
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•
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changes in our merchandise mix;
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•
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changes in our mix of revenues by segment;
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•
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the timing of promotional events;
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•
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actions by competitors;
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•
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weather conditions;
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•
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changes in the business environment;
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•
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inflationary changes in prices and costs;
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•
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changes in the payment of future cash dividends;
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•
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changes in currency exchange rates;
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•
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population trends;
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•
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changes in patterns of commerce such as the expansion of e-commerce;
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•
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the level of pre-operating expenses associated with new stores; and
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•
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volatility in securities’ markets which could impact the value of our investments in non-operating assets.
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Location
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Use
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Approximate
Area in
Square Feet
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Los Angeles, California
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Principal executive and administrative offices, design facilities, sales offices, warehouse facilities and sourcing used by our Americas Wholesale, Americas Retail, Corporate and Licensing support groups
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341,700
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Louisville, Kentucky
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Distribution and warehousing facility used by our Americas Wholesale and Americas Retail segments
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506,000
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New York, New York
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Administrative and sales offices, public relations and showrooms used by our Americas Wholesale segment
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13,400
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Montreal/Toronto/Vancouver, Canada
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Administrative offices, showrooms and warehouse facilities used by our Americas Wholesale and Americas Retail segments
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203,100
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São Paulo, Brazil
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Administrative office and showroom used by our Americas Wholesale and Americas Retail segments
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4,000
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Lugano/Stabio, Switzerland
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Administrative, sales and marketing offices, design facilities and showrooms used by our Europe segment
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120,700
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Venlo, Netherlands
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Distribution and warehousing facility used by all of our segments.
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658,200
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Paris, France
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Administrative office and showroom used by our Europe segment
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16,000
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Dusseldorf/Munich, Germany
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Administrative office and showrooms used by our Europe segment
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14,800
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Florence, Italy
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Administrative office used by our Europe segment
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114,800
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Warsaw, Poland
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Administrative office and showrooms used by our Europe segment
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12,400
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Lisbon, Portugal
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Showroom used by our Europe segment
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6,000
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Moscow, Russia
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Administrative office and showroom used by our Europe segment
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6,500
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Barcelona, Spain
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Administrative office and showroom used by our Europe segment
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8,600
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Istanbul, Turkey
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Administrative office used by our Europe segment
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4,200
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Shanghai, China
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Administrative offices used by our Asia segment
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17,800
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Kowloon, Hong Kong
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Administrative and sales office, showroom and licensing coordination facilities used primarily by our Asia segment
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13,100
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Seoul, South Korea
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Administrative and sales offices, design facilities and showrooms used by our Asia segment
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45,100
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Tokyo, Japan
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Administrative and sales offices and showroom used by our Asia segment
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5,100
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Number of Stores and Concessions
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|||||||
Years Lease Terms Expire
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|
Americas
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|
Europe
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|
Asia
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Fiscal 2019-2021
|
|
283
|
|
|
124
|
|
|
252
|
|
Fiscal 2022-2024
|
|
116
|
|
|
144
|
|
|
57
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|
Fiscal 2025-2027
|
|
73
|
|
|
99
|
|
|
18
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|
Fiscal 2028-2030
|
|
9
|
|
|
57
|
|
|
7
|
|
Thereafter
|
|
—
|
|
|
9
|
|
|
—
|
|
|
|
481
|
|
|
433
|
|
|
334
|
|
|
Market Price
|
|
Dividends
Declared and
Paid
|
||||||||
|
High
|
|
Low
|
|
|||||||
Fiscal year ended January 28, 2017
|
|
|
|
|
|
||||||
First Quarter Ended April 30, 2016
|
$
|
22.50
|
|
|
$
|
16.70
|
|
|
$
|
0.225
|
|
Second Quarter Ended July 30, 2016
|
18.28
|
|
|
14.23
|
|
|
0.225
|
|
|||
Third Quarter Ended October 29, 2016
|
18.20
|
|
|
13.38
|
|
|
0.225
|
|
|||
Fourth Quarter Ended January 28, 2017
|
16.39
|
|
|
11.95
|
|
|
0.225
|
|
|||
|
|
|
|
|
|
||||||
Fiscal year ended February 3, 2018
|
|
|
|
|
|
||||||
First Quarter Ended April 29, 2017
|
$
|
13.66
|
|
|
$
|
10.50
|
|
|
$
|
0.225
|
|
Second Quarter Ended July 29, 2017
|
13.12
|
|
|
9.70
|
|
|
0.225
|
|
|||
Third Quarter Ended October 28, 2017
|
17.44
|
|
|
12.22
|
|
|
0.225
|
|
|||
Fourth Quarter Ended February 3, 2018
|
19.39
|
|
|
14.61
|
|
|
0.225
|
|
Company/Market/Peer Group
|
|
2/2/2013
|
|
2/1/2014
|
|
1/31/2015
|
|
1/30/2016
|
|
1/28/2017
|
|
2/3/2018
|
||||||||||||
Guess?, Inc.
|
|
$
|
100.00
|
|
|
$
|
105.70
|
|
|
$
|
73.54
|
|
|
$
|
76.01
|
|
|
$
|
53.47
|
|
|
$
|
68.02
|
|
S&P 1500 Apparel Retail Index
|
|
$
|
100.00
|
|
|
$
|
113.05
|
|
|
$
|
135.97
|
|
|
$
|
141.61
|
|
|
$
|
137.98
|
|
|
$
|
146.62
|
|
S&P 500 Index
|
|
$
|
100.00
|
|
|
$
|
120.30
|
|
|
$
|
137.42
|
|
|
$
|
136.50
|
|
|
$
|
164.99
|
|
|
$
|
202.66
|
|
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
|
||||||
October 29, 2017 to November 25, 2017
|
|
|
|
|
|
|
|
||||||
Repurchase program (1)
|
565,228
|
|
|
$
|
16.07
|
|
|
565,228
|
|
|
$
|
414,409,934
|
|
Employee transactions (2)
|
695
|
|
|
$
|
16.49
|
|
|
—
|
|
|
|
|
|
November 26, 2017 to December 30, 2017
|
|
|
|
|
|
|
|
||||||
Repurchase program (1)
|
1,000,000
|
|
|
$
|
16.19
|
|
|
1,000,000
|
|
|
$
|
398,222,536
|
|
Employee transactions (2)
|
109
|
|
|
$
|
16.25
|
|
|
—
|
|
|
|
|
|
December 31, 2017 to February 3, 2018
|
|
|
|
|
|
|
|
||||||
Repurchase program (1)
|
381,192
|
|
|
$
|
15.81
|
|
|
381,192
|
|
|
$
|
392,195,952
|
|
Employee transactions (2)
|
130,129
|
|
|
$
|
16.52
|
|
|
—
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
||||||
Repurchase program (1)
|
1,946,420
|
|
|
$
|
16.08
|
|
|
1,946,420
|
|
|
|
|
|
Employee transactions (2)
|
130,933
|
|
|
$
|
16.52
|
|
|
—
|
|
|
|
|
(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.
|
|
Year Ended (1)
|
||||||||||||||||||
|
Feb 3,
2018 |
|
Jan 28,
2017 |
|
Jan 30,
2016 |
|
Jan 31,
2015 |
|
Feb 1,
2014 |
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Statements of income data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue (2)
|
$
|
2,363,754
|
|
|
$
|
2,190,453
|
|
|
$
|
2,184,495
|
|
|
$
|
2,395,447
|
|
|
$
|
2,545,771
|
|
Earnings from operations (3) (4) (5)
|
65,173
|
|
|
22,708
|
|
|
121,350
|
|
|
125,912
|
|
|
222,587
|
|
|||||
Income tax expense (6)
|
74,172
|
|
|
28,212
|
|
|
42,464
|
|
|
45,824
|
|
|
75,248
|
|
|||||
Net earnings (loss) attributable to Guess?, Inc. (3) (4) (5) (6) (7)
|
(7,894
|
)
|
|
22,761
|
|
|
81,851
|
|
|
94,570
|
|
|
153,434
|
|
|||||
Net earnings (loss) per common share attributable to common stockholders (3) (4) (5) (6) (7):
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.11
|
)
|
|
$
|
0.27
|
|
|
$
|
0.97
|
|
|
$
|
1.11
|
|
|
$
|
1.81
|
|
Diluted
|
$
|
(0.11
|
)
|
|
$
|
0.27
|
|
|
$
|
0.96
|
|
|
$
|
1.11
|
|
|
$
|
1.80
|
|
Dividends declared per common share
|
$
|
0.90
|
|
|
$
|
0.90
|
|
|
$
|
0.90
|
|
|
$
|
0.90
|
|
|
$
|
0.80
|
|
Weighted average common shares outstanding—basic
|
82,189
|
|
|
83,666
|
|
|
84,264
|
|
|
84,604
|
|
|
84,271
|
|
|||||
Weighted average common shares outstanding—diluted
|
82,189
|
|
|
83,829
|
|
|
84,525
|
|
|
84,837
|
|
|
84,522
|
|
|
Feb 3,
2018 |
|
Jan 28,
2017 |
|
Jan 30,
2016 |
|
Jan 31,
2015 |
|
Feb 1,
2014 |
||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital (8)
|
$
|
640,860
|
|
|
$
|
698,559
|
|
|
$
|
709,193
|
|
|
$
|
790,333
|
|
|
$
|
821,661
|
|
Total assets
|
1,655,634
|
|
|
1,534,485
|
|
|
1,538,748
|
|
|
1,601,405
|
|
|
1,764,431
|
|
|||||
Borrowings and capital lease, excluding current installments
|
39,196
|
|
|
23,482
|
|
|
2,318
|
|
|
6,165
|
|
|
7,580
|
|
|||||
Stockholders’ equity
|
933,475
|
|
|
980,994
|
|
|
1,031,293
|
|
|
1,089,446
|
|
|
1,169,986
|
|
(1)
|
The Company operates on a
52
/
53
-week fiscal year calendar, which ends on the Saturday nearest to January 31 of each year.
The results for fiscal
2018
included the impact of an additional week which occurred during the fourth quarter ended
February 3, 2018
.
|
(2)
|
During the fourth quarter of fiscal 2018,
the Company reclassified net royalties received on the Company’s inventory purchases of licensed product from net revenue to cost of product sales
.
Accordingly, prior period amounts related to net royalties, net revenue and cost of product sales have been adjusted to conform to the current period presentation
.
This resulted in a decrease to net revenue and cost of product sales of
$18.9 million
,
$19.8 million
,
$22.2 million
and
$24.0 million
during fiscal
2017
, fiscal
2016
, fiscal 2015 and fiscal 2014, respectively. This reclassification had no impact on previously reported earnings from operations, net earnings attributable to Guess?, Inc. or net earnings per share. Refer to Note 1 to the Consolidated Financial Statements for further information regarding this reclassification.
|
(3)
|
During fiscal
2018
, the Company incurred net losses on lease terminations of
$11.4 million
related primarily to the modification of certain lease agreements held with a common landlord in North America
. During fiscal
2017
, fiscal
2016
and fiscal 2015,
the Company recorded net gains on lease terminations of
$0.7 million
,
$2.3 million
and $3.8 million, respectively,
related primarily to the early termination of certain lease agreements in Europe
. There were no net gains (losses) on lease terminations during fiscal 2014.
|
(4)
|
During each of the years presented,
the Company recognized asset impairment charges for certain retail locations resulting from under-performance and expected store closures.
Asset impairment charges recognized were approximately
$8.5 million
in fiscal
2018
,
$34.4 million
in fiscal
2017
,
$2.3 million
in fiscal 2016, $24.8 million in fiscal 2015 and $8.8 million in fiscal 2014. Refer to Note
5
to the Consolidated Financial Statements for further detail.
|
(5)
|
During fiscal 2017, the Company incurred restructuring charges of
$6.1 million
. During fiscal 2014, the Company incurred restructuring charges of $12.4 million. Refer to Note
9
to the Consolidated Financial Statements for further detail.
|
(6)
|
During fiscal 2018, the Company recognized additional tax expense of
$47.9 million
related to the enactment of the
Tax Reform
.
This is comprised of a
$24.9 million
charge for the provisional re-measurement of certain deferred taxes and related amounts and a provisional charge of
$23.0 million
to income tax expense for the estimated effects of the transitional tax on the deemed repatriation of foreign earnings
.
During fiscal 2017, the Company recorded valuation reserves of
$6.8 million
resulting from jurisdictions where there have been cumulative net operating losses, limiting the Company’s ability to consider other subjective evidence to continue to recognize the existing deferred tax assets.
During fiscal 2017, the Company also recorded an estimated exit tax charge of $1.9 million related to the Company’s reorganization in Europe as a result of its global cost reduction and restructuring plan. Refer to Note
11
to the Consolidated Financial Statements for further detail.
|
(7)
|
During fiscal 2017, the Company sold its minority interest equity holding in a privately-held boutique apparel company for net proceeds of approximately $
34.8 million
, which resulted in a gain of approximately $
22.3 million
which was recorded in other income.
|
(8)
|
In November 2015, authoritative guidance was issued which simplifies the presentation of deferred income taxes by requiring that all deferred tax liabilities and assets be classified as long-term on the balance sheet. The Company adopted this guidance during the fourth quarter of fiscal 2016 and has applied it retrospectively to all periods presented herein.
|
•
|
Total net revenue
in
creased
7.9%
to $
2.36 billion
for fiscal
2018
, compared to $
2.19 billion
in the prior year.
In constant currency, net revenue
increase
d by
5.3%
.
|
•
|
Gross margin (gross profit as a percentage of total net revenue)
in
creased
110
basis points to
35.1%
for fiscal
2018
, compared to
34.0%
in the prior year.
|
•
|
Selling, general and administrative (“SG&A”) expenses as a percentage of total net revenue (“SG&A rate”)
in
creased
40
basis points to
31.5%
for fiscal
2018
, compared to
31.1%
in the prior year. SG&A expenses
in
creased
9.0%
to $
743.8 million
for fiscal
2018
, compared to $
682.6 million
in the prior year.
|
•
|
During fiscal
2018
, the Company recognized net losses on lease terminations of
$11.4 million
, compared to net gains on lease terminations of
$0.7 million
in the prior year.
|
•
|
During fiscal
2018
, the Company recognized asset impairment charges of
$8.5 million
, compared to
$34.4 million
in the prior year.
|
•
|
The Company incurred
$6.1 million
in restructuring charges during fiscal
2017
.
|
•
|
Operating margin
in
creased
180
basis points to
2.8%
for fiscal
2018
, compared to
1.0%
in the prior year.
Lower asset impairment charges recorded during fiscal
2018
favorably impacted operating margin by
130
basis points compared to the prior year
.
Restructuring charges incurred during the prior year negatively impacted operating margin by
30
basis points in fiscal
2017
.
Higher net losses on lease terminations recorded during
2018
negatively impacted operating margin by
50
basis points compared to the prior year
. Earnings from operations
in
creased
187.0%
to $
65.2 million
for fiscal
2018
, compared to $
22.7 million
in the prior year.
|
•
|
Other
income
, net (including interest income and expense), totaled $
5.1 million
for fiscal
2018
, compared to $
30.9 million
in the prior year. During fiscal
2017
, 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
53.0%
to
105.6%
for fiscal
2018
, compared to
52.6%
in the prior year. The Company’s effective tax rate for
2018
included
additional income tax expense of
$47.9 million
related to the enactment of the Tax Reform
, which negatively impacted the Company’s effective tax rate by
68.2%
in fiscal
2018
. The Company’s effective tax rate for fiscal
2017
included the impact of a valuation allowance established on certain deferred tax assets of
$6.8 million
and an estimated exit tax charge of
$1.9 million
related to the Company’s reorganization in Europe as a result of the global cost reduction and restructuring plan.
These items negatively impacted the Company’s effective tax rate by 16.3% in fisca
l
2017
.
|
•
|
The Company had
$367.4 million
in cash and cash equivalents and
$0.2 million
in restricted cash as of
February 3, 2018
, compared to
$396.1 million
in cash and cash equivalents and
$1.5 million
in restricted cash at
January 28, 2017
.
|
◦
|
The
Company invested
$56.1 million
to repurchase
3,866,387
of its common shares
during fiscal
2018
, of which
$6.0 million
was settled subsequent to year end
. During fiscal
2017
, the Company invested
$3.5 million
to repurchase
289,968
of its common shares.
|
◦
|
During fiscal
2018
, the Company made up-front payments of approximately
$22 million
related to the modification of certain lease agreements held with a common landlord in North America.
|
•
|
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 Asia and the Americas, 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
$34.5 million
, or
15.3%
, to $
260.0 million
as of
February 3, 2018
, compared to $
225.5 million
at
January 28, 2017
.
On a constant currency basis, accounts receivable
increased
by
$4.7 million
, or
2.1%
.
|
•
|
Inventory
in
creased by $
60.9 million
, or
16.6%
, to $
428.3 million
as of
February 3, 2018
, compared to $
367.4 million
at
January 28, 2017
.
On a constant currency basis, inventory
increased
by
$21.1 million
,
or
5.8%
.
|
|
|
Stores
|
|
Concessions
|
||||||||||||||
Region
|
|
Total
|
|
Directly
Operated
|
|
Partner Operated
|
|
Total
|
|
Directly
Operated
|
|
Partner Operated
|
||||||
United States
|
|
308
|
|
|
306
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Canada
|
|
89
|
|
|
89
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Central and South America
|
|
103
|
|
|
59
|
|
|
44
|
|
|
27
|
|
|
27
|
|
|
—
|
|
Total Americas
|
|
500
|
|
|
454
|
|
|
46
|
|
|
28
|
|
|
27
|
|
|
1
|
|
Europe and the Middle East
|
|
669
|
|
|
400
|
|
|
269
|
|
|
33
|
|
|
33
|
|
|
—
|
|
Asia and the Pacific
|
|
494
|
|
|
157
|
|
|
337
|
|
|
368
|
|
|
177
|
|
|
191
|
|
Total
|
|
1,663
|
|
|
1,011
|
|
|
652
|
|
|
429
|
|
|
237
|
|
|
192
|
|
(1)
|
During the fourth quarter of fiscal 2018,
the Company reclassified net royalties received on the Company’s inventory purchases of licensed product from net revenue to cost of product sales
. Accordingly, amounts related to net royalties, net revenue and cost of product sales as well as operating results as percentage of net revenue have been adjusted for fiscal 2017 and fiscal 2016 to conform to the current period presentation. Refer to Note 1 to the Consolidated Financial Statements for further information.
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Change
|
|
% Change
|
|||||||
Net revenue:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
|
$
|
833,077
|
|
|
$
|
935,479
|
|
|
$
|
(102,402
|
)
|
|
(10.9
|
%)
|
Americas Wholesale (1)
|
150,366
|
|
|
146,260
|
|
|
4,106
|
|
|
2.8
|
|
|||
Europe (1)
|
998,657
|
|
|
788,194
|
|
|
210,463
|
|
|
26.7
|
|
|||
Asia (1)
|
308,899
|
|
|
248,601
|
|
|
60,298
|
|
|
24.3
|
|
|||
Licensing (2)
|
72,755
|
|
|
71,919
|
|
|
836
|
|
|
1.2
|
|
|||
Total net revenue (2)
|
$
|
2,363,754
|
|
|
$
|
2,190,453
|
|
|
$
|
173,301
|
|
|
7.9
|
%
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|||||||
Americas Retail (1)
|
$
|
(17,301
|
)
|
|
$
|
(22,816
|
)
|
|
$
|
5,515
|
|
|
24.2
|
%
|
Americas Wholesale (1)
|
25,161
|
|
|
24,190
|
|
|
971
|
|
|
4.0
|
|
|||
Europe (1)
|
87,376
|
|
|
56,961
|
|
|
30,415
|
|
|
53.4
|
|
|||
Asia (1)
|
14,116
|
|
|
(2,381
|
)
|
|
16,497
|
|
|
692.9
|
|
|||
Licensing (1)
|
78,102
|
|
|
80,386
|
|
|
(2,284
|
)
|
|
(2.8
|
)
|
|||
Total segment earnings from operations
|
187,454
|
|
|
136,340
|
|
|
51,114
|
|
|
37.5
|
|
|||
Corporate overhead (1)
|
(102,429
|
)
|
|
(73,859
|
)
|
|
(28,570
|
)
|
|
38.7
|
|
|||
Net gains (losses) on lease terminations (1)
|
(11,373
|
)
|
|
695
|
|
|
(12,068
|
)
|
|
|
||||
Asset impairment charges (1)
|
(8,479
|
)
|
|
(34,385
|
)
|
|
25,906
|
|
|
|
||||
Restructuring charges
|
—
|
|
|
(6,083
|
)
|
|
6,083
|
|
|
|
||||
Total earnings from operations
|
$
|
65,173
|
|
|
$
|
22,708
|
|
|
$
|
42,465
|
|
|
187.0
|
%
|
Operating margins:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
|
(2.1
|
%)
|
|
(2.4
|
%)
|
|
|
|
|
|||||
Americas Wholesale (1)
|
16.7
|
%
|
|
16.5
|
%
|
|
|
|
|
|||||
Europe (1)
|
8.7
|
%
|
|
7.2
|
%
|
|
|
|
|
|||||
Asia (1)
|
4.6
|
%
|
|
(1.0
|
%)
|
|
|
|
|
|||||
Licensing (1) (2)
|
107.3
|
%
|
|
111.8
|
%
|
|
|
|
|
|||||
Total Company (2)
|
2.8
|
%
|
|
1.0
|
%
|
|
|
|
|
(1)
|
During fiscal 2018, net revenue and related costs and expenses for certain globally serviced customers were reclassified into the segment primarily responsible for the relationship. Segment results were also adjusted to exclude corporate performance-based compensation costs, net gains (losses) on lease terminations and asset impairment charges due to the fact that these items are no longer included in the segment results provided to the Company’s chief operating decision maker in order to allocate resources and assess performance
. Accordingly, segment results have been adjusted for fiscal
2017
to conform to the current period presentation.
|
(2)
|
During the fourth quarter of fiscal 2018,
the Company reclassified net royalties received on the Company’s inventory purchases of licensed product from net revenue to cost of product sales
. Accordingly, net revenue has been adjusted for fiscal 2017 to conform to the current period presentation. This reclassification had no impact on previously reported earnings from operations.
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Change
|
|
% Change
|
|||||||
Net revenue:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
|
$
|
935,479
|
|
|
$
|
981,942
|
|
|
$
|
(46,463
|
)
|
|
(4.7
|
%)
|
Americas Wholesale (1)
|
146,260
|
|
|
155,594
|
|
|
(9,334
|
)
|
|
(6.0
|
)
|
|||
Europe (1)
|
788,194
|
|
|
722,877
|
|
|
65,317
|
|
|
9.0
|
|
|||
Asia (1)
|
248,601
|
|
|
240,041
|
|
|
8,560
|
|
|
3.6
|
|
|||
Licensing (2)
|
71,919
|
|
|
84,041
|
|
|
(12,122
|
)
|
|
(14.4
|
)
|
|||
Total net revenue (2)
|
$
|
2,190,453
|
|
|
$
|
2,184,495
|
|
|
$
|
5,958
|
|
|
0.3
|
%
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|||||||
Americas Retail (1)
|
$
|
(22,816
|
)
|
|
$
|
18,414
|
|
|
$
|
(41,230
|
)
|
|
(223.9
|
%)
|
Americas Wholesale (1)
|
24,190
|
|
|
29,579
|
|
|
(5,389
|
)
|
|
(18.2
|
)
|
|||
Europe (1)
|
56,961
|
|
|
53,673
|
|
|
3,288
|
|
|
6.1
|
|
|||
Asia (1)
|
(2,381
|
)
|
|
10,309
|
|
|
(12,690
|
)
|
|
(123.1
|
)
|
|||
Licensing (1)
|
80,386
|
|
|
92,189
|
|
|
(11,803
|
)
|
|
(12.8
|
)
|
|||
Total segment earnings from operations
|
136,340
|
|
|
204,164
|
|
|
(67,824
|
)
|
|
(33.2
|
)
|
|||
Corporate overhead (1)
|
(73,859
|
)
|
|
(82,864
|
)
|
|
9,005
|
|
|
(10.9
|
)
|
|||
Net gains (losses) on lease terminations (1)
|
695
|
|
|
2,337
|
|
|
(1,642
|
)
|
|
|
|
|||
Asset impairment charges (1)
|
(34,385
|
)
|
|
(2,287
|
)
|
|
(32,098
|
)
|
|
|
||||
Restructuring charges
|
(6,083
|
)
|
|
—
|
|
|
(6,083
|
)
|
|
|
||||
Total earnings from operations
|
$
|
22,708
|
|
|
$
|
121,350
|
|
|
$
|
(98,642
|
)
|
|
(81.3
|
%)
|
Operating margins:
|
|
|
|
|
|
|
|
|||||||
Americas Retail (1)
|
(2.4
|
%)
|
|
1.9
|
%
|
|
|
|
|
|||||
Americas Wholesale (1)
|
16.5
|
%
|
|
19.0
|
%
|
|
|
|
|
|||||
Europe (1)
|
7.2
|
%
|
|
7.4
|
%
|
|
|
|
|
|||||
Asia (1)
|
(1.0
|
%)
|
|
4.3
|
%
|
|
|
|
|
|||||
Licensing (1) (2)
|
111.8
|
%
|
|
109.7
|
%
|
|
|
|
|
|||||
Total Company (2)
|
1.0
|
%
|
|
5.6
|
%
|
|
|
|
|
(1)
|
During fiscal 2018, net revenue and related costs and expenses for certain globally serviced customers were reclassified into the segment primarily responsible for the relationship. Segment results were also adjusted to exclude corporate performance-based compensation costs, net gains (losses) on lease terminations and asset impairment charges due to the fact that these items are no longer included in the segment results provided to the Company’s chief operating decision maker in order to allocate resources and assess performance
. Accordingly, segment results have been adjusted for fiscal 2017 and fiscal 2016 to conform to the current period presentation.
|
(2)
|
During the fourth quarter of fiscal 2018,
the Company reclassified net royalties received on the Company’s inventory purchases of licensed product from net revenue to cost of product sales
. Accordingly, net revenue has been adjusted for fiscal 2017 and fiscal 2016 to conform to the current period presentation. This reclassification had no impact on previously reported earnings from operations.
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than
1 year |
|
1-3 years
|
|
3-5 years
|
|
More than
5 years |
||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt (1)
|
$
|
28,216
|
|
|
$
|
2,114
|
|
|
$
|
4,876
|
|
|
$
|
2,457
|
|
|
$
|
18,769
|
|
Capital lease obligations (1)
|
24,984
|
|
|
2,940
|
|
|
5,879
|
|
|
5,306
|
|
|
10,859
|
|
|||||
Operating lease obligations (2)
|
984,902
|
|
|
201,078
|
|
|
329,220
|
|
|
224,724
|
|
|
229,880
|
|
|||||
Purchase obligations (3)
|
208,143
|
|
|
208,143
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Benefit obligations (4)
|
94,723
|
|
|
1,863
|
|
|
9,102
|
|
|
10,166
|
|
|
73,592
|
|
|||||
Total
|
$
|
1,340,968
|
|
|
$
|
416,138
|
|
|
$
|
349,077
|
|
|
$
|
242,653
|
|
|
$
|
333,100
|
|
Other commercial commitments (5)
|
$
|
990
|
|
|
$
|
990
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Includes interest payments.
|
(2)
|
Does not include rent based on a percentage of annual sales volume, insurance, taxes and common area maintenance charges. In fiscal
2018
, these variable charges totaled
$133.2 million
.
|
(3)
|
Purchase obligations represent open purchase orders for raw materials and merchandise at the end of the fiscal year. These purchase orders can be impacted by various factors, including the scheduling of market weeks, the timing of issuing orders, the timing of the shipment of orders and currency fluctuations.
|
(4)
|
Includes expected payments associated with the deferred compensation plan and the Supplemental Executive Retirement Plan through fiscal 2055.
|
(5)
|
Consists of standby letters of credit for workers’ compensation and general liability insurance.
|
|
Year Ended Feb 3, 2018
|
|
Year Ended Jan 28, 2017
|
||||
Beginning balance gain
|
$
|
5,400
|
|
|
$
|
7,252
|
|
Net gains (losses) from changes in cash flow hedges
|
(20,408
|
)
|
|
1,059
|
|
||
Net (gains) losses reclassified to earnings (loss)
|
414
|
|
|
(2,911
|
)
|
||
Net losses reclassified to retained earnings (1)
|
225
|
|
|
—
|
|
||
Ending balance gain (loss)
|
$
|
(14,369
|
)
|
|
$
|
5,400
|
|
(1)
|
During the fourth quarter of fiscal 2018, the Company early adopted authoritative guidance which addresses
certain stranded income tax effects in accumulated other comprehensive income (loss) resulting from the
Tax Reform
enacted in December 2017
.
As a result, the Company recorded a cumulative adjustment to reduce retained earnings by
$0.2 million
with a corresponding increase to accumulated other comprehensive income (loss) related to the Company’s interest rate swap designated as a cash flow hedge
.
|
/s/ ERNST & YOUNG LLP
|
|
(1)
|
Consolidated Financial Statements
|
(2)
|
Consolidated Financial Statement Schedule
|
(3)
|
Exhibits
|
|
|
|||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
/s/ ERNST & YOUNG LLP
|
|
|
February 3, 2018
|
|
January 28, 2017
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
367,441
|
|
|
$
|
396,129
|
|
Accounts receivable, net
|
259,996
|
|
|
225,537
|
|
||
Inventories
|
428,304
|
|
|
367,381
|
|
||
Other current assets
|
52,964
|
|
|
54,965
|
|
||
Total current assets
|
1,108,705
|
|
|
1,044,012
|
|
||
Property and equipment, net
|
294,254
|
|
|
243,005
|
|
||
Goodwill
|
38,481
|
|
|
34,100
|
|
||
Other intangible assets, net
|
5,977
|
|
|
6,504
|
|
||
Deferred tax assets
|
68,386
|
|
|
82,793
|
|
||
Restricted cash
|
241
|
|
|
1,521
|
|
||
Other assets
|
139,590
|
|
|
122,550
|
|
||
|
$
|
1,655,634
|
|
|
$
|
1,534,485
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of capital lease obligations and borrowings
|
$
|
2,845
|
|
|
$
|
566
|
|
Accounts payable
|
264,438
|
|
|
209,616
|
|
||
Accrued expenses
|
200,562
|
|
|
135,271
|
|
||
Total current liabilities
|
467,845
|
|
|
345,453
|
|
||
Long-term debt and capital lease obligations
|
39,196
|
|
|
23,482
|
|
||
Deferred rent and lease incentives
|
81,564
|
|
|
80,209
|
|
||
Other long-term liabilities
|
127,964
|
|
|
99,895
|
|
||
|
716,569
|
|
|
549,039
|
|
||
Redeemable noncontrolling interests
|
5,590
|
|
|
4,452
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 14)
|
|
|
|
|
|||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $.01 par value. Authorized 10,000,000 shares; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value. Authorized 150,000,000 shares; issued 141,623,687 and 140,509,974 shares, outstanding 81,371,118 and 84,069,492 shares, as of February 3, 2018 and January 28, 2017, respectively
|
813
|
|
|
841
|
|
||
Paid-in capital
|
498,249
|
|
|
480,435
|
|
||
Retained earnings
|
1,132,173
|
|
|
1,215,079
|
|
||
Accumulated other comprehensive loss
|
(93,062
|
)
|
|
(161,389
|
)
|
||
Treasury stock, 60,252,569 and 56,440,482 shares as of February 3, 2018 and January 28, 2017, respectively
|
(621,354
|
)
|
|
(565,744
|
)
|
||
Guess?, Inc. stockholders’ equity
|
916,819
|
|
|
969,222
|
|
||
Nonredeemable noncontrolling interests
|
16,656
|
|
|
11,772
|
|
||
Total stockholders’ equity
|
933,475
|
|
|
980,994
|
|
||
|
$
|
1,655,634
|
|
|
$
|
1,534,485
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Feb 3, 2018
|
|
Jan 28, 2017
|
|
Jan 30, 2016
|
||||||
Product sales
|
$
|
2,290,999
|
|
|
$
|
2,118,534
|
|
|
$
|
2,100,454
|
|
Net royalties
|
72,755
|
|
|
71,919
|
|
|
84,041
|
|
|||
Net revenue
|
2,363,754
|
|
|
2,190,453
|
|
|
2,184,495
|
|
|||
Cost of product sales
|
1,534,906
|
|
|
1,445,413
|
|
|
1,397,065
|
|
|||
Gross profit
|
828,848
|
|
|
745,040
|
|
|
787,430
|
|
|||
Selling, general and administrative expenses
|
743,823
|
|
|
682,559
|
|
|
666,130
|
|
|||
Net (gains) losses on lease terminations
|
11,373
|
|
|
(695
|
)
|
|
(2,337
|
)
|
|||
Asset impairment charges
|
8,479
|
|
|
34,385
|
|
|
2,287
|
|
|||
Restructuring charges
|
—
|
|
|
6,083
|
|
|
—
|
|
|||
Earnings from operations
|
65,173
|
|
|
22,708
|
|
|
121,350
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense
|
(2,431
|
)
|
|
(1,897
|
)
|
|
(1,953
|
)
|
|||
Interest income
|
4,106
|
|
|
1,890
|
|
|
1,045
|
|
|||
Other income, net
|
3,423
|
|
|
30,909
|
|
|
6,837
|
|
|||
|
5,098
|
|
|
30,902
|
|
|
5,929
|
|
|||
|
|
|
|
|
|
||||||
Earnings before income tax expense
|
70,271
|
|
|
53,610
|
|
|
127,279
|
|
|||
Income tax expense
|
74,172
|
|
|
28,212
|
|
|
42,464
|
|
|||
Net earnings (loss)
|
(3,901
|
)
|
|
25,398
|
|
|
84,815
|
|
|||
Net earnings attributable to noncontrolling interests
|
3,993
|
|
|
2,637
|
|
|
2,964
|
|
|||
Net earnings (loss) attributable to Guess?, Inc.
|
$
|
(7,894
|
)
|
|
$
|
22,761
|
|
|
$
|
81,851
|
|
|
|
|
|
|
|
||||||
Net earnings (loss) per common share attributable to common stockholders (Note 18):
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.11
|
)
|
|
$
|
0.27
|
|
|
$
|
0.97
|
|
Diluted
|
$
|
(0.11
|
)
|
|
$
|
0.27
|
|
|
$
|
0.96
|
|
Weighted average common shares outstanding attributable to common stockholders (Note 18):
|
|
|
|
|
|
||||||
Basic
|
82,189
|
|
|
83,666
|
|
|
84,264
|
|
|||
Diluted
|
82,189
|
|
|
83,829
|
|
|
84,525
|
|
|||
|
|
|
|
|
|
||||||
Dividends declared per common share
|
$
|
0.90
|
|
|
$
|
0.90
|
|
|
$
|
0.90
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Feb 3, 2018
|
|
Jan 28, 2017
|
|
Jan 30, 2016
|
||||||
Net earnings (loss)
|
$
|
(3,901
|
)
|
|
$
|
25,398
|
|
|
$
|
84,815
|
|
Other comprehensive income (loss) (“OCI”):
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
|
|
|
|
||||||
Gains (losses) arising during the period
|
93,416
|
|
|
(2,632
|
)
|
|
(37,744
|
)
|
|||
Derivative financial instruments designated as cash flow hedges
|
|
|
|
|
|
||||||
Gains (losses) arising during the period
|
(23,388
|
)
|
|
887
|
|
|
9,801
|
|
|||
Less income tax effect
|
2,980
|
|
|
172
|
|
|
(1,857
|
)
|
|||
Reclassification to net earnings (loss) for (gains) losses realized
|
656
|
|
|
(3,603
|
)
|
|
(9,147
|
)
|
|||
Less income tax effect
|
(242
|
)
|
|
692
|
|
|
1,298
|
|
|||
Marketable securities
|
|
|
|
|
|
||||||
Losses arising during the period
|
—
|
|
|
(4
|
)
|
|
(19
|
)
|
|||
Less income tax effect
|
—
|
|
|
3
|
|
|
7
|
|
|||
Reclassification to net earnings for losses realized
|
—
|
|
|
25
|
|
|
—
|
|
|||
Less income tax effect
|
—
|
|
|
(9
|
)
|
|
—
|
|
|||
Defined benefit plans
|
|
|
|
|
|
||||||
Net actuarial gains (losses)
|
(2,248
|
)
|
|
(1,185
|
)
|
|
8,366
|
|
|||
Plan amendment
|
—
|
|
|
—
|
|
|
167
|
|
|||
Foreign currency and other adjustments
|
(269
|
)
|
|
(72
|
)
|
|
274
|
|
|||
Less income tax effect
|
518
|
|
|
95
|
|
|
(3,339
|
)
|
|||
Net actuarial loss amortization
|
462
|
|
|
341
|
|
|
924
|
|
|||
Prior service credit amortization
|
(27
|
)
|
|
(28
|
)
|
|
(97
|
)
|
|||
Curtailment
|
—
|
|
|
—
|
|
|
(1,651
|
)
|
|||
Less income tax effect
|
(83
|
)
|
|
(74
|
)
|
|
367
|
|
|||
Total comprehensive income
|
67,874
|
|
|
20,006
|
|
|
52,165
|
|
|||
Less comprehensive income attributable to noncontrolling interests:
|
|
|
|
|
|
||||||
Net earnings
|
3,993
|
|
|
2,637
|
|
|
2,964
|
|
|||
Foreign currency translation adjustment
|
2,238
|
|
|
(2,057
|
)
|
|
(1,661
|
)
|
|||
Amounts attributable to noncontrolling interests
|
6,231
|
|
|
580
|
|
|
1,303
|
|
|||
Comprehensive income attributable to Guess?, Inc.
|
$
|
61,643
|
|
|
$
|
19,426
|
|
|
$
|
50,862
|
|
|
Guess?, Inc. Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||||
|
Common Stock
|
|
|
|
|
|
|
|
Treasury Stock
|
|
|
|
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Paid-in
Capital
|
|
Retained Earnings
|
|
Accumulated
Other
Comprehensive Loss
|
|
Shares
|
|
Amount
|
|
Nonredeemable
Noncontrolling
Interests
|
|
Total
|
||||||||||||||||
Balance at January 31, 2015
|
85,323,154
|
|
|
$
|
853
|
|
|
$
|
453,546
|
|
|
$
|
1,265,524
|
|
|
$
|
(127,065
|
)
|
|
54,235,846
|
|
|
$
|
(519,002
|
)
|
|
$
|
15,590
|
|
|
$
|
1,089,446
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
81,851
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,964
|
|
|
84,815
|
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,083
|
)
|
|
—
|
|
|
—
|
|
|
(1,661
|
)
|
|
(37,744
|
)
|
|||||||
Gain on derivative financial instruments designated as cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95
|
|
|||||||
Unrealized loss on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,011
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,011
|
|
|||||||
Issuance of common stock under stock compensation plans including tax effect
|
469,937
|
|
|
5
|
|
|
(4,028
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,023
|
)
|
|||||||
Issuance of stock under Employee Stock Purchase Plan
|
40,846
|
|
|
—
|
|
|
263
|
|
|
—
|
|
|
—
|
|
|
(40,846
|
)
|
|
397
|
|
|
—
|
|
|
660
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
18,773
|
|
|
107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,880
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,287
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,287
|
)
|
|||||||
Share repurchases
|
(2,000,000
|
)
|
|
(20
|
)
|
|
20
|
|
|
—
|
|
|
—
|
|
|
2,000,000
|
|
|
(44,053
|
)
|
|
—
|
|
|
(44,053
|
)
|
|||||||
Noncontrolling interest capital distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,075
|
)
|
|
(4,075
|
)
|
|||||||
Redeemable noncontrolling interest redemption value adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(420
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(420
|
)
|
|||||||
Balance at January 30, 2016
|
83,833,937
|
|
|
$
|
838
|
|
|
$
|
468,574
|
|
|
$
|
1,269,775
|
|
|
$
|
(158,054
|
)
|
|
56,195,000
|
|
|
$
|
(562,658
|
)
|
|
$
|
12,818
|
|
|
$
|
1,031,293
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
22,761
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,637
|
|
|
25,398
|
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(575
|
)
|
|
—
|
|
|
—
|
|
|
(2,057
|
)
|
|
(2,632
|
)
|
|||||||
Loss on derivative financial instruments designated as cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,852
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,852
|
)
|
|||||||
Other-than-temporary-impairment and unrealized loss on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|||||||
Actuarial valuation loss and related amortization, prior service credit amortization and foreign currency and other adjustments on defined benefit plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(923
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(923
|
)
|
|||||||
Issuance of common stock under stock compensation plans including tax effect
|
481,037
|
|
|
6
|
|
|
(3,819
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,813
|
)
|
|||||||
Issuance of stock under Employee Stock Purchase Plan
|
44,486
|
|
|
—
|
|
|
112
|
|
|
—
|
|
|
—
|
|
|
(44,486
|
)
|
|
446
|
|
|
—
|
|
|
558
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
16,698
|
|
|
210
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,908
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(76,997
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(76,997
|
)
|
|||||||
Share repurchases
|
(289,968
|
)
|
|
(3
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
289,968
|
|
|
(3,532
|
)
|
|
—
|
|
|
(3,532
|
)
|
|||||||
Purchase of redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
(1,133
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,133
|
|
|
—
|
|
|||||||
Noncontrolling interest capital distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,759
|
)
|
|
(2,759
|
)
|
|||||||
Redeemable noncontrolling interest redemption value adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(670
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(670
|
)
|
|||||||
Balance at January 28, 2017
|
84,069,492
|
|
|
$
|
841
|
|
|
$
|
480,435
|
|
|
$
|
1,215,079
|
|
|
$
|
(161,389
|
)
|
|
56,440,482
|
|
|
$
|
(565,744
|
)
|
|
$
|
11,772
|
|
|
$
|
980,994
|
|
Cumulative adjustment from adoption of new accounting guidance
|
—
|
|
|
—
|
|
|
268
|
|
|
942
|
|
|
(1,210
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net earnings (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,894
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,993
|
|
|
(3,901
|
)
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91,178
|
|
|
—
|
|
|
—
|
|
|
2,238
|
|
|
93,416
|
|
|||||||
Loss on derivative financial instruments designated as cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,994
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,994
|
)
|
|||||||
Actuarial valuation loss and related amortization, prior service credit amortization and foreign currency and other adjustments on defined benefit plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,647
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,647
|
)
|
|||||||
Issuance of common stock under stock compensation plans including tax effect
|
1,113,713
|
|
|
10
|
|
|
(1,267
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,257
|
)
|
|||||||
Issuance of stock under Employee Stock Purchase Plan
|
54,300
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
(54,300
|
)
|
|
549
|
|
|
—
|
|
|
566
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
18,758
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,852
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(76,048
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(76,048
|
)
|
|||||||
Share repurchases
|
(3,866,387
|
)
|
|
(38
|
)
|
|
38
|
|
|
—
|
|
|
—
|
|
|
3,866,387
|
|
|
(56,159
|
)
|
|
—
|
|
|
(56,159
|
)
|
|||||||
Noncontrolling interest capital contribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
11
|
|
|
11
|
|
||||||||
Noncontrolling interest capital distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,358
|
)
|
|
(1,358
|
)
|
|||||||
Balance at February 3, 2018
|
81,371,118
|
|
|
$
|
813
|
|
|
$
|
498,249
|
|
|
$
|
1,132,173
|
|
|
$
|
(93,062
|
)
|
|
60,252,569
|
|
|
$
|
(621,354
|
)
|
|
$
|
16,656
|
|
|
$
|
933,475
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Feb 3, 2018
|
|
Jan 28, 2017
|
|
Jan 30, 2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
(3,901
|
)
|
|
$
|
25,398
|
|
|
$
|
84,815
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization of property and equipment
|
62,083
|
|
|
67,480
|
|
|
68,588
|
|
|||
Amortization of intangible assets
|
1,505
|
|
|
1,839
|
|
|
2,096
|
|
|||
Share-based compensation expense
|
18,852
|
|
|
16,908
|
|
|
18,880
|
|
|||
Unrealized forward contract
(gains) losses
|
3,087
|
|
|
(3,157
|
)
|
|
(1,937
|
)
|
|||
Deferred income taxes
|
23,802
|
|
|
408
|
|
|
723
|
|
|||
Net (gain) loss on disposition of property and equipment and long-term assets
|
6,891
|
|
|
11,809
|
|
|
(4,255
|
)
|
|||
Other items, net
|
(7,832
|
)
|
|
3,495
|
|
|
3,442
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(11,656
|
)
|
|
(10,805
|
)
|
|
(5,970
|
)
|
|||
Inventories
|
(28,120
|
)
|
|
(57,096
|
)
|
|
(2,179
|
)
|
|||
Prepaid expenses and other assets
|
(429
|
)
|
|
(1,839
|
)
|
|
(67
|
)
|
|||
Accounts payable and accrued expenses
|
69,299
|
|
|
19,054
|
|
|
33,510
|
|
|||
Deferred rent and lease incentives
|
1,221
|
|
|
3,117
|
|
|
(3,384
|
)
|
|||
Other long-term liabilities
|
13,568
|
|
|
(4,871
|
)
|
|
(14,594
|
)
|
|||
Net cash provided by operating activities
|
148,370
|
|
|
71,740
|
|
|
179,668
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(84,655
|
)
|
|
(90,581
|
)
|
|
(83,844
|
)
|
|||
Proceeds from sale of long-term assets
|
1,052
|
|
|
43,399
|
|
|
—
|
|
|||
Changes in other assets
|
753
|
|
|
—
|
|
|
2,614
|
|
|||
Acquisition of businesses, net of cash acquired
|
(4,850
|
)
|
|
(2,068
|
)
|
|
(1,330
|
)
|
|||
Net cash settlement of forward contracts
|
(2,150
|
)
|
|
266
|
|
|
9,014
|
|
|||
Purchases of investments
|
(497
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(90,347
|
)
|
|
(48,984
|
)
|
|
(73,546
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Payment of debt issuance costs
|
—
|
|
|
(111
|
)
|
|
(1,072
|
)
|
|||
Proceeds from borrowings
|
166
|
|
|
21,500
|
|
|
948
|
|
|||
Repayment of borrowings and capital lease obligations
|
(1,633
|
)
|
|
(4,747
|
)
|
|
(1,518
|
)
|
|||
Dividends paid
|
(76,057
|
)
|
|
(76,503
|
)
|
|
(76,860
|
)
|
|||
Purchase of redeemable noncontrolling interest
|
—
|
|
|
(4,445
|
)
|
|
—
|
|
|||
Noncontrolling interest capital contribution
|
962
|
|
|
2,157
|
|
|
871
|
|
|||
Noncontrolling interest capital distribution
|
(1,358
|
)
|
|
(2,759
|
)
|
|
(4,075
|
)
|
|||
Issuance of common stock, net of tax withholdings on vesting of stock awards
|
(690
|
)
|
|
(594
|
)
|
|
(2,220
|
)
|
|||
Purchase of treasury stock
|
(50,127
|
)
|
|
(3,532
|
)
|
|
(44,053
|
)
|
|||
Net cash used in financing activities
|
(128,737
|
)
|
|
(69,034
|
)
|
|
(127,979
|
)
|
|||
Effect of exchange rates on cash, cash equivalents and restricted cash
|
40,746
|
|
|
(2,071
|
)
|
|
(15,964
|
)
|
|||
Net change in cash, cash equivalents and restricted cash
|
(29,968
|
)
|
|
(48,349
|
)
|
|
(37,821
|
)
|
|||
Cash, cash equivalents and restricted cash at the beginning of the year
|
397,650
|
|
|
445,999
|
|
|
483,820
|
|
|||
Cash, cash equivalents and restricted cash at the end of the year
|
$
|
367,682
|
|
|
$
|
397,650
|
|
|
$
|
445,999
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow data:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
2,078
|
|
|
$
|
1,225
|
|
|
$
|
868
|
|
Income taxes paid
|
$
|
26,907
|
|
|
$
|
24,869
|
|
|
$
|
31,188
|
|
|
|
|
|
|
|
||||||
Non-cash investing and financing activity:
|
|
|
|
|
|
||||||
Assets acquired under capital lease obligations
|
$
|
18,502
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||
Trade
|
$
|
290,478
|
|
|
$
|
234,690
|
|
Royalty
|
5,504
|
|
|
19,881
|
|
||
Other
|
13,233
|
|
|
5,888
|
|
||
|
309,215
|
|
|
260,459
|
|
||
Less allowances
|
49,219
|
|
|
34,922
|
|
||
|
$
|
259,996
|
|
|
$
|
225,537
|
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||
Raw materials
|
$
|
604
|
|
|
$
|
799
|
|
Work in progress
|
16
|
|
|
78
|
|
||
Finished goods
|
427,684
|
|
|
366,504
|
|
||
|
$
|
428,304
|
|
|
$
|
367,381
|
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||
Land and land improvements
|
$
|
2,750
|
|
|
$
|
2,750
|
|
Building and building improvements
|
51,285
|
|
|
47,673
|
|
||
Leasehold improvements
|
380,234
|
|
|
367,294
|
|
||
Furniture, fixtures and equipment
|
389,393
|
|
|
353,843
|
|
||
Construction in progress
|
16,555
|
|
|
13,163
|
|
||
Assets under capital leases
|
19,560
|
|
|
—
|
|
||
|
859,777
|
|
|
784,723
|
|
||
Less accumulated depreciation and amortization
|
565,523
|
|
|
541,718
|
|
||
|
$
|
294,254
|
|
|
$
|
243,005
|
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||
Aggregate carrying value of long-lived assets impaired
|
$
|
8,728
|
|
|
$
|
36,103
|
|
Less asset impairment charges
|
8,479
|
|
|
34,385
|
|
||
Aggregate remaining fair value of long-lived assets impaired
|
$
|
249
|
|
|
$
|
1,718
|
|
|
Americas Retail
|
|
Americas Wholesale
|
|
Europe
|
|
Asia
|
|
Total
|
||||||||||
Goodwill balance at January 30, 2016
|
$
|
1,693
|
|
|
$
|
9,960
|
|
|
$
|
21,759
|
|
|
$
|
—
|
|
|
$
|
33,412
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
933
|
|
|
933
|
|
|||||
Translation adjustments
|
36
|
|
|
6
|
|
|
(287
|
)
|
|
—
|
|
|
(245
|
)
|
|||||
Goodwill balance at January 28, 2017
|
1,729
|
|
|
9,966
|
|
|
21,472
|
|
|
933
|
|
|
34,100
|
|
|||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
566
|
|
|
566
|
|
|||||
Translation adjustments
|
36
|
|
|
6
|
|
|
3,653
|
|
|
120
|
|
|
3,815
|
|
|||||
Goodwill balance at February 3, 2018
|
$
|
1,765
|
|
|
$
|
9,972
|
|
|
$
|
25,125
|
|
|
$
|
1,619
|
|
|
$
|
38,481
|
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||
Accrued compensation and benefits
|
$
|
73,815
|
|
|
$
|
50,954
|
|
Sales and use taxes, property taxes and other indirect taxes
|
33,390
|
|
|
22,480
|
|
||
Derivative financial instruments
|
16,487
|
|
|
1,408
|
|
||
Professional and legal fees
|
14,281
|
|
|
7,982
|
|
||
Store credits, loyalty and gift cards
|
9,846
|
|
|
9,519
|
|
||
Advertising
|
9,677
|
|
|
7,746
|
|
||
Accrued rent
|
8,039
|
|
|
6,342
|
|
||
Deferred royalties and other revenue
|
7,273
|
|
|
7,891
|
|
||
Share repurchase
|
6,033
|
|
|
—
|
|
||
Income taxes
|
5,186
|
|
|
653
|
|
||
Construction costs
|
3,428
|
|
|
4,210
|
|
||
Retail sales returns allowance
|
2,917
|
|
|
2,723
|
|
||
Restructuring charges
|
—
|
|
|
180
|
|
||
Other
|
10,190
|
|
|
13,183
|
|
||
|
$
|
200,562
|
|
|
$
|
135,271
|
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||
Mortgage debt, maturing monthly through January 2026
|
$
|
20,323
|
|
|
$
|
20,889
|
|
Capital lease obligations
|
18,589
|
|
|
—
|
|
||
Other
|
3,129
|
|
|
3,159
|
|
||
|
42,041
|
|
|
24,048
|
|
||
Less current installments
|
2,845
|
|
|
566
|
|
||
Long-term debt and capital lease obligations
|
$
|
39,196
|
|
|
$
|
23,482
|
|
|
Debt
|
|
Capital Lease
|
|
Total
|
||||||
Fiscal 2019
|
$
|
1,361
|
|
|
$
|
1,594
|
|
|
$
|
2,955
|
|
Fiscal 2020
|
1,893
|
|
|
1,767
|
|
|
3,660
|
|
|||
Fiscal 2021
|
1,725
|
|
|
1,923
|
|
|
3,648
|
|
|||
Fiscal 2022
|
659
|
|
|
1,944
|
|
|
2,603
|
|
|||
Fiscal 2023
|
682
|
|
|
1,895
|
|
|
2,577
|
|
|||
Thereafter
|
17,221
|
|
|
9,466
|
|
|
26,687
|
|
|||
Total principal payments
|
23,541
|
|
|
18,589
|
|
|
42,130
|
|
|||
Less unamortized debt issuance costs
|
89
|
|
|
—
|
|
|
89
|
|
|||
Total debt and capital lease obligations
|
$
|
23,452
|
|
|
$
|
18,589
|
|
|
$
|
42,041
|
|
|
|
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 February 3, 2018
|
|
$
|
—
|
|
|
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
|
(36,083
|
)
|
|
7,944
|
|
|
(12
|
)
|
|
5,468
|
|
|
(22,683
|
)
|
|||||
Reclassification to net earnings for gains realized
|
—
|
|
|
(7,849
|
)
|
|
—
|
|
|
(457
|
)
|
|
(8,306
|
)
|
|||||
Net other comprehensive income (loss)
|
(36,083
|
)
|
|
95
|
|
|
(12
|
)
|
|
5,011
|
|
|
(30,989
|
)
|
|||||
Balance at January 30, 2016
|
$
|
(157,652
|
)
|
|
$
|
7,252
|
|
|
$
|
(15
|
)
|
|
$
|
(7,639
|
)
|
|
$
|
(158,054
|
)
|
Gains (losses) arising during the period
|
(575
|
)
|
|
1,059
|
|
|
(1
|
)
|
|
(1,162
|
)
|
|
(679
|
)
|
|||||
Reclassification to net earnings for (gains) losses realized
|
—
|
|
|
(2,911
|
)
|
|
16
|
|
|
239
|
|
|
(2,656
|
)
|
|||||
Net other comprehensive income (loss)
|
(575
|
)
|
|
(1,852
|
)
|
|
15
|
|
|
(923
|
)
|
|
(3,335
|
)
|
|||||
Balance at January 28, 2017
|
$
|
(158,227
|
)
|
|
$
|
5,400
|
|
|
$
|
—
|
|
|
$
|
(8,562
|
)
|
|
$
|
(161,389
|
)
|
Gains (losses) arising during the period
|
91,178
|
|
|
(20,408
|
)
|
|
—
|
|
|
(1,999
|
)
|
|
68,771
|
|
|||||
Reclassification to net loss for (gains) losses realized
|
—
|
|
|
414
|
|
|
—
|
|
|
352
|
|
|
766
|
|
|||||
Net other comprehensive income (loss)
|
91,178
|
|
|
(19,994
|
)
|
|
—
|
|
|
(1,647
|
)
|
|
69,537
|
|
|||||
Cumulative adjustment reclassified to retained earnings from adoption of new accounting guidance (1)
|
—
|
|
|
225
|
|
|
—
|
|
|
(1,435
|
)
|
|
(1,210
|
)
|
|||||
Balance at February 3, 2018
|
$
|
(67,049
|
)
|
|
$
|
(14,369
|
)
|
|
$
|
—
|
|
|
$
|
(11,644
|
)
|
|
$
|
(93,062
|
)
|
(1)
|
During the fourth quarter of fiscal 2018, the Company early adopted authoritative guidance which addresses
certain stranded income tax effects in accumulated other comprehensive income (loss) resulting from the
Tax Reform
enacted in December 2017
.
As a result, the Company recorded a cumulative adjustment to increase retained earnings by
$1.2 million
with a corresponding reduction to accumulated other comprehensive income (loss) related to the Company’s Supplemental Executive Retirement Plan and its interest rate swap designated as a cash flow hedge based in the U.S.
|
|
|
|
|
|
|
|
Location of (Gain) Loss
Reclassified from
Accumulated OCI
into Earnings (Loss)
|
||||||
|
Year Ended
Feb 3, 2018 |
|
Year Ended
Jan 28, 2017 |
|
Year Ended
Jan 30, 2016 |
|
|||||||
Derivative financial instruments designated as cash flow hedges:
|
|
|
|
|
|
|
|
||||||
Foreign exchange currency contracts
|
$
|
(14
|
)
|
|
$
|
(3,518
|
)
|
|
$
|
(8,314
|
)
|
|
Cost of product sales
|
Foreign exchange currency contracts
|
583
|
|
|
(301
|
)
|
|
(833
|
)
|
|
Other income/expense
|
|||
Interest rate swap
|
87
|
|
|
216
|
|
|
—
|
|
|
Interest expense
|
|||
Less income tax effect
|
(242
|
)
|
|
692
|
|
|
1,298
|
|
|
Income tax expense
|
|||
|
414
|
|
|
(2,911
|
)
|
|
(7,849
|
)
|
|
|
|||
Marketable securities:
|
|
|
|
|
|
|
|
||||||
Available-for-sale securities
|
—
|
|
|
25
|
|
|
—
|
|
|
Other income/expense
|
|||
Less income tax effect
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
Income tax expense
|
|||
|
—
|
|
|
16
|
|
|
—
|
|
|
|
|||
Defined benefit plans:
|
|
|
|
|
|
|
|
||||||
Net actuarial loss amortization
|
462
|
|
|
341
|
|
|
924
|
|
|
(1)
|
|||
Prior service credit amortization
|
(27
|
)
|
|
(28
|
)
|
|
(97
|
)
|
|
(1)
|
|||
Curtailment
|
—
|
|
|
—
|
|
|
(1,651
|
)
|
|
(1)
|
|||
Less income tax effect
|
(83
|
)
|
|
(74
|
)
|
|
367
|
|
|
Income tax expense
|
|||
|
352
|
|
|
239
|
|
|
(457
|
)
|
|
|
|||
Total reclassifications to net earnings (loss) for (gains) losses realized during the period
|
$
|
766
|
|
|
$
|
(2,656
|
)
|
|
$
|
(8,306
|
)
|
|
|
(1)
|
These accumulated other comprehensive income (loss) components are included in the computation of net periodic defined benefit pension cost. Refer to Note
12
for further information.
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Feb 3, 2018
|
|
Jan 28, 2017
|
|
Jan 30, 2016
|
||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
34,181
|
|
|
$
|
8,212
|
|
|
$
|
23,618
|
|
Deferred
|
21,595
|
|
|
(636
|
)
|
|
4,038
|
|
|||
State:
|
|
|
|
|
|
||||||
Current
|
1,903
|
|
|
2,537
|
|
|
3,864
|
|
|||
Deferred
|
217
|
|
|
(1,000
|
)
|
|
(296
|
)
|
|||
Foreign:
|
|
|
|
|
|
||||||
Current
|
7,333
|
|
|
17,055
|
|
|
14,259
|
|
|||
Deferred
|
8,943
|
|
|
2,044
|
|
|
(3,019
|
)
|
|||
Total
|
$
|
74,172
|
|
|
$
|
28,212
|
|
|
$
|
42,464
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Feb 3, 2018
|
|
Jan 28, 2017
|
|
Jan 30, 2016
|
||||||
Computed “expected” tax expense
|
$
|
23,693
|
|
|
$
|
18,763
|
|
|
$
|
44,547
|
|
State taxes, net of federal benefit
|
1,675
|
|
|
999
|
|
|
2,320
|
|
|||
Non-U.S. tax expense less than federal statutory tax rate (1)
|
(7,396
|
)
|
|
(1,539
|
)
|
|
(6,991
|
)
|
|||
Tax Reform - repatriation tax adjustment (2)
|
23,034
|
|
|
—
|
|
|
—
|
|
|||
Tax Reform - deferred tax adjustment (2)
|
24,856
|
|
|
—
|
|
|
—
|
|
|||
Cumulative valuation reserve (3)
|
—
|
|
|
6,830
|
|
|
—
|
|
|||
Valuation reserve (4)
|
9,057
|
|
|
5,841
|
|
|
3,024
|
|
|||
Unrecognized tax benefit
|
537
|
|
|
556
|
|
|
1,123
|
|
|||
Share-based compensation (5)
|
1,309
|
|
|
—
|
|
|
—
|
|
|||
Net tax settlements
|
—
|
|
|
1,894
|
|
|
—
|
|
|||
Sale of minority interest investment
|
—
|
|
|
(2,316
|
)
|
|
—
|
|
|||
Estimated exit tax charge
|
—
|
|
|
1,911
|
|
|
—
|
|
|||
Prior year tax adjustments
|
(88
|
)
|
|
(1,790
|
)
|
|
(2,944
|
)
|
|||
Non-deductible permanent difference
|
(3,224
|
)
|
|
(2,284
|
)
|
|
1,295
|
|
|||
Other
|
719
|
|
|
(653
|
)
|
|
90
|
|
|||
Total
|
$
|
74,172
|
|
|
$
|
28,212
|
|
|
$
|
42,464
|
|
(1)
|
The jurisdictional location of pre-tax income (loss) may represent a significant component of the Company’s effective tax rate as income tax rates outside the U.S. are generally lower than the U.S. statutory income tax rate. Furthermore, the impact of changes in the jurisdictional location of pre-tax income (loss) on the Company’s effective tax rate will be greater at lower levels of consolidated pre-tax income (loss). These amounts exclude the impact of net changes in valuation allowances, audit and other adjustments related to the Company’s non-U.S. operations, as they are reported separately in the appropriate corresponding line items in the table above. The impact on the Company’s effective tax rate was primarily related to the Company’s Swiss and Korean subsidiaries which have jurisdictional effective tax rates which range from
8%
to
20%
lower than the U.S. rates in effect for the periods presented.
|
(2)
|
During fiscal 2018, the Company recognized additional tax expense resulting from the enactment of the Tax Reform to account for the estimated effects of the transitional tax on the deemed repatriation of foreign earnings and reduced deferred tax assets due to lower future U.S. corporate tax rates.
|
(3)
|
Amounts represent valuation reserves resulting from jurisdictions where there have been cumulative net operating losses, limiting the Company’s ability to consider other subjective evidence to continue to recognize the existing deferred tax assets.
|
(4)
|
Amounts relate primarily to valuation reserves on non-cumulative net operating losses or other deferred tax assets arising during the respective period.
|
(5)
|
During fiscal 2018, the Company adopted authoritative guidance which requires all income tax effects of stock awards (resulting from an increase or decrease in the fair value of an award from grant date to the vesting date) to be recognized in the income statement when the awards vest or are settled. This is a change from previous guidance that required such activity to be recorded in paid-in capital within stockholders’ equity.
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Feb 3, 2018
|
|
Jan 28, 2017
|
|
Jan 30, 2016
|
||||||
Operations (1)
|
$
|
74,172
|
|
|
$
|
28,212
|
|
|
$
|
42,464
|
|
Stockholders’ equity (1)
|
(3,173
|
)
|
|
1,782
|
|
|
4,668
|
|
|||
Total income tax expense
|
$
|
70,999
|
|
|
$
|
29,994
|
|
|
$
|
47,132
|
|
(1)
|
During fiscal 2018, the Company adopted authoritative guidance which requires all income tax effects of stock awards (resulting from an increase or decrease in the fair value of an award from grant date to the vesting date) to be recognized in the income statement when the awards vest or are settled. This is a change from previous guidance that required such activity to be recorded in paid-in capital within stockholders’ equity. As a result, the Company recorded tax shortfalls of approximately
$1.3 million
in the Company’s income tax expense during fiscal 2018.
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Feb 3, 2018
|
|
Jan 28, 2017
|
|
Jan 30, 2016
|
||||||
Derivative financial instruments designated as cash flow hedges
|
$
|
(2,738
|
)
|
|
$
|
(864
|
)
|
|
$
|
559
|
|
Marketable securities
|
—
|
|
|
6
|
|
|
(7
|
)
|
|||
Defined benefit plans
|
(435
|
)
|
|
(21
|
)
|
|
2,972
|
|
|||
Total income tax expense (benefit) (1)
|
$
|
(3,173
|
)
|
|
$
|
(879
|
)
|
|
$
|
3,524
|
|
(1)
|
During the fourth quarter of fiscal 2018, the Company early adopted authoritative guidance which addresses
certain stranded income tax effects in accumulated other comprehensive income (loss) resulting from the
Tax Reform
enacted in December 2017
.
As a result, the Company recorded a cumulative adjustment to increase retained earnings by
$1.2 million
with a corresponding reduction to accumulated other comprehensive income (loss) related to the Company’s Supplemental Executive Retirement Plan and its interest rate swap designated as a cash flow hedge based in the U.S.
The impact from this reclassification on accumulated other comprehensive income (loss) has been excluded from the amounts provided in this table.
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Feb 3, 2018
|
|
Jan 28, 2017
|
|
Jan 30, 2016
|
||||||
Domestic operations
|
$
|
39,112
|
|
|
$
|
32,944
|
|
|
$
|
90,141
|
|
Foreign operations
|
31,159
|
|
|
20,666
|
|
|
37,138
|
|
|||
Earnings before income tax expense and noncontrolling interests
|
$
|
70,271
|
|
|
$
|
53,610
|
|
|
$
|
127,279
|
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating losses
|
19,859
|
|
|
13,524
|
|
||
Defined benefit plans
|
13,155
|
|
|
20,642
|
|
||
Deferred compensation
|
10,721
|
|
|
12,987
|
|
||
Excess of book over tax depreciation/amortization
|
10,704
|
|
|
9,018
|
|
||
Rent expense
|
7,651
|
|
|
13,672
|
|
||
Deferred income
|
7,141
|
|
|
6,213
|
|
||
Bad debt reserve
|
2,529
|
|
|
2,124
|
|
||
Lease incentives
|
1,814
|
|
|
5,545
|
|
||
Uniform capitalization
|
974
|
|
|
1,900
|
|
||
Other
|
30,703
|
|
|
28,265
|
|
||
Total deferred tax assets
|
105,251
|
|
|
113,890
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Goodwill amortization
|
(2,303
|
)
|
|
(3,654
|
)
|
||
Excess of tax over book depreciation/amortization
|
(135
|
)
|
|
(189
|
)
|
||
Other
|
(4,517
|
)
|
|
(4,544
|
)
|
||
Valuation allowance
|
(32,601
|
)
|
|
(23,255
|
)
|
||
Net deferred tax assets (1)
|
$
|
65,695
|
|
|
$
|
82,248
|
|
(1)
|
As of
February 3, 2018
, amount includes net deferred tax liabilities of
$2.7 million
recorded in other long-term liabilities in the Company’s consolidated balance sheet. There were
$0.5 million
net deferred tax liabilities recorded in other long-term liabilities in the Company’s consolidated balance sheet at
January 28, 2017
.
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Feb 3, 2018
|
|
Jan 28, 2017
|
|
Jan 30, 2016
|
||||||
Beginning balance
|
$
|
12,983
|
|
|
$
|
12,585
|
|
|
$
|
13,640
|
|
Additions:
|
|
|
|
|
|
||||||
Tax positions related to the prior year
|
4,436
|
|
|
672
|
|
|
496
|
|
|||
Tax positions related to the current year
|
222
|
|
|
106
|
|
|
1,516
|
|
|||
Reductions:
|
|
|
|
|
|
||||||
Tax positions related to the prior year
|
(356
|
)
|
|
(380
|
)
|
|
(1,650
|
)
|
|||
Tax positions related to the current year
|
(309
|
)
|
|
—
|
|
|
(359
|
)
|
|||
Settlements
|
—
|
|
|
—
|
|
|
(505
|
)
|
|||
Expiration of statutes of limitation
|
(205
|
)
|
|
—
|
|
|
(553
|
)
|
|||
Ending balance
|
$
|
16,771
|
|
|
$
|
12,983
|
|
|
$
|
12,585
|
|
|
Year Ended February 3, 2018
|
||||||||||
|
SERP
|
|
Foreign Pension
Plans
|
|
Total
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
2,500
|
|
|
$
|
2,500
|
|
Interest cost
|
1,844
|
|
|
147
|
|
|
1,991
|
|
|||
Expected return on plan assets
|
—
|
|
|
(244
|
)
|
|
(244
|
)
|
|||
Net amortization of unrecognized prior service credit
|
—
|
|
|
(27
|
)
|
|
(27
|
)
|
|||
Net amortization of actuarial losses
|
151
|
|
|
311
|
|
|
462
|
|
|||
Net periodic defined benefit pension cost
|
$
|
1,995
|
|
|
$
|
2,687
|
|
|
$
|
4,682
|
|
Unrecognized prior service credit charged to comprehensive income (loss)
|
$
|
—
|
|
|
$
|
(27
|
)
|
|
$
|
(27
|
)
|
Unrecognized net actuarial loss charged to comprehensive income (loss)
|
151
|
|
|
311
|
|
|
462
|
|
|||
Net actuarial losses
|
(1,092
|
)
|
|
(1,156
|
)
|
|
(2,248
|
)
|
|||
Foreign currency and other adjustments
|
—
|
|
|
(269
|
)
|
|
(269
|
)
|
|||
Related tax impact
|
360
|
|
|
75
|
|
|
435
|
|
|||
Total periodic defined benefit pension cost and other charges to other comprehensive income (loss)
|
(581
|
)
|
|
(1,066
|
)
|
|
(1,647
|
)
|
|||
Cumulative adjustment reclassified to retained earnings from adoption of new accounting guidance (1)
|
(1,435
|
)
|
|
—
|
|
|
(1,435
|
)
|
|||
Total periodic defined benefit pension cost and other charges to accumulated other comprehensive income (loss)
|
$
|
(2,016
|
)
|
|
$
|
(1,066
|
)
|
|
$
|
(3,082
|
)
|
(1)
|
During the fourth quarter of fiscal 2018, the Company early adopted authoritative guidance which addresses
certain stranded income tax effects in accumulated other comprehensive income (loss) resulting from the
Tax Reform
enacted in December 2017
. As a result, the Company recorded a cumulative adjustment to increase retained earnings by
$1.4 million
with a corresponding reduction to accumulated other comprehensive income (loss) related to the Company’s SERP.
|
|
Year Ended January 28, 2017
|
||||||||||
|
SERP
|
|
Foreign Pension
Plans |
|
Total
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
1,544
|
|
|
$
|
1,544
|
|
Interest cost
|
1,839
|
|
|
87
|
|
|
1,926
|
|
|||
Expected return on plan assets
|
—
|
|
|
(185
|
)
|
|
(185
|
)
|
|||
Net amortization of unrecognized prior service credit
|
—
|
|
|
(28
|
)
|
|
(28
|
)
|
|||
Net amortization of actuarial losses
|
155
|
|
|
186
|
|
|
341
|
|
|||
Net periodic defined benefit pension cost
|
$
|
1,994
|
|
|
$
|
1,604
|
|
|
$
|
3,598
|
|
Unrecognized prior service credit charged to comprehensive income (loss)
|
$
|
—
|
|
|
$
|
(28
|
)
|
|
$
|
(28
|
)
|
Unrecognized net actuarial loss charged to comprehensive income (loss)
|
155
|
|
|
186
|
|
|
341
|
|
|||
Net actuarial gains (losses)
|
63
|
|
|
(1,248
|
)
|
|
(1,185
|
)
|
|||
Foreign currency and other adjustments
|
—
|
|
|
(72
|
)
|
|
(72
|
)
|
|||
Related tax impact
|
(84
|
)
|
|
105
|
|
|
21
|
|
|||
Total periodic defined benefit pension cost and other charges to other comprehensive income (loss) and accumulated other comprehensive income (loss)
|
$
|
134
|
|
|
$
|
(1,057
|
)
|
|
$
|
(923
|
)
|
|
Year Ended January 30, 2016
|
||||||||||
|
SERP
|
|
Foreign Pension
Plans |
|
Total
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
1,622
|
|
|
$
|
1,622
|
|
Interest cost
|
1,986
|
|
|
69
|
|
|
2,055
|
|
|||
Expected return on plan assets
|
—
|
|
|
(142
|
)
|
|
(142
|
)
|
|||
Net amortization of unrecognized prior service credit
|
(97
|
)
|
|
—
|
|
|
(97
|
)
|
|||
Net amortization of actuarial losses
|
740
|
|
|
184
|
|
|
924
|
|
|||
Curtailment gain
|
(1,651
|
)
|
|
—
|
|
|
(1,651
|
)
|
|||
Net periodic defined benefit pension cost
|
$
|
978
|
|
|
$
|
1,733
|
|
|
$
|
2,711
|
|
Unrecognized prior service credit charged to comprehensive income (loss)
|
$
|
(97
|
)
|
|
$
|
—
|
|
|
$
|
(97
|
)
|
Unrecognized net actuarial loss charged to comprehensive income (loss)
|
740
|
|
|
184
|
|
|
924
|
|
|||
Curtailment gain
|
(1,651
|
)
|
|
—
|
|
|
(1,651
|
)
|
|||
Net actuarial gains (losses)
|
8,707
|
|
|
(341
|
)
|
|
8,366
|
|
|||
Plan amendment
|
—
|
|
|
167
|
|
|
167
|
|
|||
Foreign currency and other adjustments
|
—
|
|
|
274
|
|
|
274
|
|
|||
Related tax impact
|
(2,945
|
)
|
|
(27
|
)
|
|
(2,972
|
)
|
|||
Total periodic defined benefit pension cost and other charges to other comprehensive income (loss) and accumulated other comprehensive income (loss)
|
$
|
4,754
|
|
|
$
|
257
|
|
|
$
|
5,011
|
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||||||||||||||||||
|
SERP
|
|
Foreign Pension
Plans |
|
Total
|
|
SERP
|
|
Foreign Pension
Plans |
|
Total
|
||||||||||||
Unrecognized prior service credit
|
$
|
—
|
|
|
$
|
(113
|
)
|
|
$
|
(113
|
)
|
|
$
|
—
|
|
|
$
|
(140
|
)
|
|
$
|
(140
|
)
|
Unrecognized net actuarial loss
|
9,454
|
|
|
4,889
|
|
|
14,343
|
|
|
8,513
|
|
|
3,775
|
|
|
12,288
|
|
||||||
Total included in accumulated other comprehensive loss
|
$
|
9,454
|
|
|
$
|
4,776
|
|
|
$
|
14,230
|
|
|
$
|
8,513
|
|
|
$
|
3,635
|
|
|
$
|
12,148
|
|
|
February 3, 2018
|
|
Jan 28, 2017
|
||||||||||||||||||||
|
SERP
|
|
Foreign Pension
Plans |
|
Total
|
|
SERP
|
|
Foreign Pension
Plans |
|
Total
|
||||||||||||
Projected benefit obligation
|
$
|
(54,760
|
)
|
|
$
|
(26,409
|
)
|
|
$
|
(81,169
|
)
|
|
$
|
(53,521
|
)
|
|
$
|
(19,986
|
)
|
|
$
|
(73,507
|
)
|
Plan assets at fair value (1)
|
—
|
|
|
21,437
|
|
|
21,437
|
|
|
—
|
|
|
16,305
|
|
|
16,305
|
|
||||||
Net liability (2)
|
$
|
(54,760
|
)
|
|
$
|
(4,972
|
)
|
|
$
|
(59,732
|
)
|
|
$
|
(53,521
|
)
|
|
$
|
(3,681
|
)
|
|
$
|
(57,202
|
)
|
(1)
|
The SERP is a non-qualified pension plan and hence the insurance policies are not considered to be plan assets. Accordingly, the table above does not include the insurance policies with cash surrender values of
$64.5 million
and
$58.6 million
as of
February 3, 2018
and
January 28, 2017
, respectively.
|
(2)
|
The net liability was included in accrued expenses and other long-term liabilities in the Company’s consolidated balance sheets depending on the expected timing of payments.
|
|
Projected Benefit Obligation
|
||||||||||
|
SERP
|
|
Foreign Pension
Plans |
|
Total
|
||||||
Balance at January 30, 2016
|
$
|
53,443
|
|
|
$
|
17,577
|
|
|
$
|
71,020
|
|
Service cost
|
—
|
|
|
1,544
|
|
|
1,544
|
|
|||
Interest cost
|
1,839
|
|
|
87
|
|
|
1,926
|
|
|||
Actuarial (gains) losses
|
(63
|
)
|
|
1,067
|
|
|
1,004
|
|
|||
Contributions by plan participants
|
—
|
|
|
1,805
|
|
|
1,805
|
|
|||
Payments
|
(1,698
|
)
|
|
(2,416
|
)
|
|
(4,114
|
)
|
|||
Foreign currency and other adjustments
|
—
|
|
|
322
|
|
|
322
|
|
|||
Balance at January 28, 2017
|
$
|
53,521
|
|
|
$
|
19,986
|
|
|
$
|
73,507
|
|
Service cost
|
—
|
|
|
2,500
|
|
|
2,500
|
|
|||
Interest cost
|
1,844
|
|
|
147
|
|
|
1,991
|
|
|||
Actuarial (gains) losses
|
1,092
|
|
|
1,156
|
|
|
2,248
|
|
|||
Contributions by plan participants
|
—
|
|
|
2,315
|
|
|
2,315
|
|
|||
Payments
|
(1,697
|
)
|
|
(1,373
|
)
|
|
(3,070
|
)
|
|||
Foreign currency and other adjustments
|
—
|
|
|
1,678
|
|
|
1,678
|
|
|||
Balance at February 3, 2018
|
$
|
54,760
|
|
|
$
|
26,409
|
|
|
$
|
81,169
|
|
|
Plan Assets
|
||
Balance at January 30, 2016
|
$
|
14,859
|
|
Actual return on plan assets
|
4
|
|
|
Contributions by employer
|
1,779
|
|
|
Contributions by plan participants
|
1,805
|
|
|
Payments
|
(2,416
|
)
|
|
Foreign currency and other adjustments
|
274
|
|
|
Balance at January 28, 2017
|
$
|
16,305
|
|
Actual return on plan assets
|
244
|
|
|
Contributions by employer
|
2,575
|
|
|
Contributions by plan participants
|
2,315
|
|
|
Payments
|
(1,373
|
)
|
|
Foreign currency and other adjustments
|
1,371
|
|
|
Balance at February 3, 2018
|
$
|
21,437
|
|
|
|
|
Operating Leases
|
|
|
||||||||||
|
Capital Lease
|
|
Non-Related
Parties
|
|
Related
Parties
|
|
Total
|
||||||||
Fiscal 2019
|
$
|
2,940
|
|
|
$
|
196,321
|
|
|
$
|
4,757
|
|
|
$
|
204,018
|
|
Fiscal 2020
|
2,945
|
|
|
174,521
|
|
|
4,420
|
|
|
181,886
|
|
||||
Fiscal 2021
|
2,934
|
|
|
148,255
|
|
|
2,024
|
|
|
153,213
|
|
||||
Fiscal 2022
|
2,716
|
|
|
124,562
|
|
|
—
|
|
|
127,278
|
|
||||
Fiscal 2023
|
2,590
|
|
|
100,162
|
|
|
—
|
|
|
102,752
|
|
||||
Thereafter
|
10,859
|
|
|
229,880
|
|
|
—
|
|
|
240,739
|
|
||||
Total minimum lease payments
|
$
|
24,984
|
|
|
$
|
973,701
|
|
|
$
|
11,201
|
|
|
$
|
1,009,886
|
|
Less interest
|
(6,395
|
)
|
|
|
|
|
|
|
|
|
|
||||
Capital lease obligations
|
$
|
18,589
|
|
|
|
|
|
|
|
|
|
|
|||
Less current portion
|
(1,594
|
)
|
|
|
|
|
|
|
|
|
|
||||
Long-term capital lease obligations
|
$
|
16,995
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
Year Ended
|
||||
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||
Beginning balance
|
$
|
4,452
|
|
|
$
|
5,252
|
|
Foreign currency translation adjustment
|
187
|
|
|
818
|
|
||
Purchase of redeemable noncontrolling interest
|
—
|
|
|
(4,445
|
)
|
||
Noncontrolling interest capital contribution
|
951
|
|
|
2,157
|
|
||
Redeemable noncontrolling interest redemption value adjustment
|
—
|
|
|
670
|
|
||
Ending balance
|
$
|
5,590
|
|
|
$
|
4,452
|
|
|
|
Quarterly Periods Ended (1)
|
||||||||||||||
Year Ended February 3, 2018
|
|
Apr 29,
2017 |
|
Jul 29,
2017 |
|
Oct 28,
2017 |
|
Feb 3,
2018 |
||||||||
Net revenue (2)
|
|
$
|
454,345
|
|
|
$
|
568,292
|
|
|
$
|
548,953
|
|
|
$
|
792,164
|
|
Gross profit
|
|
144,642
|
|
|
198,027
|
|
|
191,109
|
|
|
295,070
|
|
||||
Net earnings (loss)
|
|
(21,227
|
)
|
|
15,881
|
|
|
(1,662
|
)
|
|
3,107
|
|
||||
Net earnings (loss) attributable to Guess?, Inc.
|
|
(21,293
|
)
|
|
15,219
|
|
|
(2,860
|
)
|
|
1,040
|
|
||||
Net earnings (loss) per common share attributable to common stockholders: (3) (4) (5) (6)
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.26
|
)
|
|
$
|
0.18
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.01
|
|
Diluted
|
|
$
|
(0.26
|
)
|
|
$
|
0.18
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.01
|
|
|
|
Quarterly Periods Ended (1)
|
||||||||||||||
Year Ended January 28, 2017
|
|
Apr 30,
2016 |
|
Jul 30,
2016 |
|
Oct 29,
2016 |
|
Jan 28,
2017 |
||||||||
Net revenue (2)
|
|
$
|
444,061
|
|
|
$
|
540,412
|
|
|
$
|
531,976
|
|
|
$
|
674,004
|
|
Gross profit
|
|
142,759
|
|
|
185,632
|
|
|
180,242
|
|
|
236,407
|
|
||||
Net earnings
|
|
(25,154
|
)
|
|
32,167
|
|
|
9,729
|
|
|
8,656
|
|
||||
Net earnings attributable to Guess?, Inc.
|
|
(25,178
|
)
|
|
32,269
|
|
|
9,103
|
|
|
6,567
|
|
||||
Net earnings per common share attributable to common stockholders: (3) (4) (5) (7) (8) (9)
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.30
|
)
|
|
$
|
0.38
|
|
|
$
|
0.11
|
|
|
$
|
0.08
|
|
Diluted
|
|
$
|
(0.30
|
)
|
|
$
|
0.38
|
|
|
$
|
0.11
|
|
|
$
|
0.08
|
|
(1)
|
All fiscal quarters presented consisted of 13 weeks with the exception of the quarter ended February 3, 2018 which consisted of 14 weeks.
|
(2)
|
During the fourth quarter of fiscal 2018,
the Company reclassified net royalties received on the Company’s inventory purchases of licensed product from net revenue to cost of product sales
.
Accordingly, prior period amounts related to net royalties, net revenue and cost of product sales have been adjusted to conform to the current period presentation
.
This resulted in a decrease to net revenue and cost of product sales of
$4.2 million
,
$5.4 million
and
$5.2 million
during the first, second and third quarters of fiscal
2018
, respectively. This also resulted in a decrease to net revenue and cost of product sales of
$4.8 million
,
$4.5 million
,
$4.3 million
and
$5.3 million
during the first, second, third and fourth quarters of fiscal
2017
, respectively. This reclassification had no impact on previously reported gross profit, net earnings (loss) or net earnings (loss) per share. Refer to Note 1 for further information regarding this reclassification.
|
(3)
|
Per common share amounts for the quarters and full years have been calculated separately. Accordingly, quarterly amounts may not add to the annual amount because of differences in the average common shares outstanding during each period.
|
(4)
|
The Company recorded net gains (losses) on lease terminations of
$(11.5) million
and
$0.1 million
during the third and fourth quarters of fiscal
2018
, respectively. There were
no
net gains (losses) on lease terminations recognized during the first or second quarters of fiscal
2018
. During the first and second quarters of fiscal 2017, the Company recorded net gains on lease terminations of
$0.1 million
and
$0.6 million
, respectively. There were
no
net gains (losses) on lease terminations recognized during the third or fourth quarters of fiscal
2017
. Refer to Note 1 for further information regarding net gains (losses) on lease terminations.
|
(5)
|
During each of the periods presented,
the Company recognized asset impairment charges for certain retail locations resulting from under-performance and expected store closures.
The Company recorded asset impairment charges of
$2.8 million
,
$1.2 million
,
$2.0 million
and
$2.5 million
, respectively, during the first, second, third and fourth quarters of fiscal
2018
. The Company also recorded asset impairment charges of
$0.2 million
,
$0.5 million
,
$0.8 million
and
$32.9 million
, respectively, during the first, second, third and fourth quarters of fiscal
2017
. Refer to Note 5 for further detail regarding asset impairment charges.
|
(6)
|
During fiscal 2018, the Company recognized additional tax expense of
$47.9 million
related to the enactment of the
Tax Reform
.
This is comprised of a
$24.9 million
charge for the provisional re-measurement of certain deferred taxes and related amounts and a provisional charge of
$23.0 million
to income tax expense for the estimated effects of the transitional tax on the deemed repatriation of foreign earnings
. These charges were recorded during the fourth quarter of fiscal 2018. Refer to Note 11 for further detail.
|
(7)
|
During fiscal 2017, the Company recorded restructuring charges of
$6.1 million
and a related estimated exit tax charge of approximately
$1.9 million
. The restructuring charges and related estimated exit tax charge were recorded during the three months ended April 30, 2016. Refer to Note 9 for further detail regarding these charges.
|
(8)
|
During fiscal 2017, the Company sold its minority interest equity holding in a privately-held boutique apparel company for net proceeds of approximately $
34.8 million
, which resulted in a gain of approximately $
22.3 million
which was recorded in other income.
The gain was recorded during the three months ended July 30, 2016.
|
(9)
|
During fiscal 2017, the Company recorded valuation reserves of
$6.8 million
resulting from jurisdictions where there have been cumulative net operating losses, limiting the Company’s ability to consider other subjective evidence to continue to recognize the existing deferred tax assets.
The Company recorded the valuation reserve during the three months ended January 28, 2017. Refer to Note 11 for further detail.
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Feb 3, 2018 (1)
|
|
Jan 28, 2017 (1)
|
|
Jan 30, 2016 (1)
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
Americas Retail
|
$
|
833,077
|
|
|
$
|
935,479
|
|
|
$
|
981,942
|
|
Americas Wholesale (2)
|
150,366
|
|
|
146,260
|
|
|
155,594
|
|
|||
Europe (2)
|
998,657
|
|
|
788,194
|
|
|
722,877
|
|
|||
Asia (2)
|
308,899
|
|
|
248,601
|
|
|
240,041
|
|
|||
Licensing (3)
|
72,755
|
|
|
71,919
|
|
|
84,041
|
|
|||
Total net revenue (3)
|
$
|
2,363,754
|
|
|
$
|
2,190,453
|
|
|
$
|
2,184,495
|
|
Earnings (loss) from operations:
|
|
|
|
|
|
||||||
Americas Retail (2)
|
$
|
(17,301
|
)
|
|
$
|
(22,816
|
)
|
|
$
|
18,414
|
|
Americas Wholesale (2)
|
25,161
|
|
|
24,190
|
|
|
29,579
|
|
|||
Europe (2)
|
87,376
|
|
|
56,961
|
|
|
53,673
|
|
|||
Asia (2)
|
14,116
|
|
|
(2,381
|
)
|
|
10,309
|
|
|||
Licensing (2)
|
78,102
|
|
|
80,386
|
|
|
92,189
|
|
|||
Total segment earnings from operations
|
187,454
|
|
|
136,340
|
|
|
204,164
|
|
|||
Corporate overhead (2)
|
(102,429
|
)
|
|
(73,859
|
)
|
|
(82,864
|
)
|
|||
Net gains (losses) on lease terminations (2) (4)
|
(11,373
|
)
|
|
695
|
|
|
2,337
|
|
|||
Asset impairment charges (2) (5)
|
(8,479
|
)
|
|
(34,385
|
)
|
|
(2,287
|
)
|
|||
Restructuring charges (6)
|
—
|
|
|
(6,083
|
)
|
|
—
|
|
|||
Total earnings from operations
|
$
|
65,173
|
|
|
$
|
22,708
|
|
|
$
|
121,350
|
|
Capital expenditures:
|
|
|
|
|
|
||||||
Americas Retail
|
$
|
16,899
|
|
|
$
|
25,881
|
|
|
$
|
26,384
|
|
Americas Wholesale
|
1,303
|
|
|
3,320
|
|
|
2,854
|
|
|||
Europe
|
46,419
|
|
|
42,080
|
|
|
13,869
|
|
|||
Asia
|
12,111
|
|
|
13,869
|
|
|
6,265
|
|
|||
Licensing
|
—
|
|
|
20
|
|
|
27
|
|
|||
Corporate overhead
|
7,923
|
|
|
5,411
|
|
|
34,445
|
|
|||
Total capital expenditures
|
$
|
84,655
|
|
|
$
|
90,581
|
|
|
$
|
83,844
|
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||
Total assets:
|
|
|
|
||||
Americas Retail
|
$
|
192,917
|
|
|
$
|
240,857
|
|
Americas Wholesale
|
181,548
|
|
|
175,136
|
|
||
Europe
|
850,886
|
|
|
723,251
|
|
||
Asia
|
242,232
|
|
|
182,405
|
|
||
Licensing
|
6,255
|
|
|
19,442
|
|
||
Corporate overhead
|
181,796
|
|
|
193,395
|
|
||
Total assets
|
$
|
1,655,634
|
|
|
$
|
1,534,485
|
|
(1)
|
The Company operates on a
52
/
53
-week fiscal year calendar, which ends on the Saturday nearest to January 31 of each year.
The results for fiscal
2018
included the impact of an additional week which occurred during the fourth quarter ended
February 3, 2018
.
|
(2)
|
During fiscal 2018, net revenue and related costs and expenses for certain globally serviced customers were reclassified into the segment primarily responsible for the relationship. Segment results were also adjusted to exclude corporate performance-based compensation costs, net gains (losses) on lease terminations and asset impairment charges due to the fact that these items are no longer included in the segment results provided to the Company’s chief operating decision maker in order to allocate resources and assess performance
. Accordingly, segment results have been adjusted for fiscal 2017 and fiscal 2016 to conform to the current period presentation.
|
(3)
|
During the fourth quarter of fiscal 2018,
the Company reclassified net royalties received on the Company’s inventory purchases of licensed product from net revenue to cost of product sales
. Accordingly, net revenue has been adjusted for fiscal 2017 and fiscal 2016 to conform to the current period presentation. This reclassification had no impact on previously reported earnings from operations.
|
(4)
|
During fiscal
2018
, the Company incurred net losses on lease terminations
related primarily to the modification of certain lease agreements held with a common landlord in North America
. During fiscal
2017
and fiscal
2016
, the Company recorded net gains on lease terminations
related primarily to the early termination of certain lease agreements in Europe
. Refer to Note 1 for more information regarding the net gains (losses) on lease terminations.
|
(5)
|
During each of the years presented, the Company recognized asset impairment charges for certain retail locations resulting from under-performance and expected store closures. Refer to Note 5 for more information regarding these asset impairment charges.
|
(6)
|
Restructuring charges incurred during fiscal 2017 related to plans to better align the Company’s global cost and organizational structure with its current strategic initiatives. Refer to Note 9 for more information regarding these restructuring charges.
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Feb 3, 2018
|
|
Jan 28, 2017 (1)
|
|
Jan 30, 2016 (1)
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
U.S.
|
$
|
742,620
|
|
|
$
|
836,954
|
|
|
$
|
892,056
|
|
Italy
|
289,299
|
|
|
257,542
|
|
|
245,451
|
|
|||
Canada
|
203,965
|
|
|
220,720
|
|
|
222,470
|
|
|||
South Korea
|
156,101
|
|
|
157,503
|
|
|
162,200
|
|
|||
Other foreign countries
|
971,769
|
|
|
717,734
|
|
|
662,318
|
|
|||
Total net revenue
|
$
|
2,363,754
|
|
|
$
|
2,190,453
|
|
|
$
|
2,184,495
|
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||
Long-lived assets:
|
|
|
|
||||
U.S.
|
$
|
109,943
|
|
|
$
|
115,728
|
|
Italy
|
34,884
|
|
|
31,013
|
|
||
Canada
|
18,845
|
|
|
13,690
|
|
||
South Korea
|
9,584
|
|
|
8,664
|
|
||
Other foreign countries
|
187,214
|
|
|
132,921
|
|
||
Total long-lived assets
|
$
|
360,470
|
|
|
$
|
302,016
|
|
(1)
|
During the fourth quarter of fiscal 2018,
the Company reclassified net royalties received on the Company’s inventory purchases of licensed product from net revenue to cost of product sales
. Accordingly, net revenue by geographic area has been adjusted for fiscal 2017 and fiscal 2016 to conform to the current period presentation.
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Feb 3, 2018
|
|
Jan 28, 2017
|
|
Jan 30, 2016
|
||||||
Net earnings (loss) attributable to Guess?, Inc.
|
$
|
(7,894
|
)
|
|
$
|
22,761
|
|
|
$
|
81,851
|
|
Less net earnings attributable to nonvested restricted stockholders
|
764
|
|
|
527
|
|
|
532
|
|
|||
Net earnings (loss) attributable to common stockholders
|
$
|
(8,658
|
)
|
|
$
|
22,234
|
|
|
$
|
81,319
|
|
|
|
|
|
|
|
||||||
Weighted average common shares used in basic computations
|
82,189
|
|
|
83,666
|
|
|
84,264
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options and restricted stock units (1)
|
—
|
|
|
163
|
|
|
261
|
|
|||
Weighted average common shares used in diluted computations
|
82,189
|
|
|
83,829
|
|
|
84,525
|
|
|||
Net earnings (loss) per common share attributable to common stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.11
|
)
|
|
$
|
0.27
|
|
|
$
|
0.97
|
|
Diluted
|
$
|
(0.11
|
)
|
|
$
|
0.27
|
|
|
$
|
0.96
|
|
(1)
|
For fiscal 2018, there were
652,494
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.
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Feb 3, 2018
|
|
Jan 28, 2017
|
|
Jan 30, 2016
|
||||||
Stock options
|
$
|
2,345
|
|
|
$
|
2,219
|
|
|
$
|
2,113
|
|
Stock awards/units
|
16,347
|
|
|
14,544
|
|
|
16,604
|
|
|||
ESPP
|
160
|
|
|
145
|
|
|
163
|
|
|||
Total share-based compensation expense
|
$
|
18,852
|
|
|
$
|
16,908
|
|
|
$
|
18,880
|
|
|
Number of Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic Value ($000’s) |
|||||
Options outstanding at January 28, 2017
|
2,857,012
|
|
|
$
|
24.30
|
|
|
|
|
|
|
|
Granted
|
1,283,175
|
|
|
11.22
|
|
|
|
|
|
|
||
Exercised
|
(123,775
|
)
|
|
11.22
|
|
|
|
|
|
|
||
Forfeited
|
(88,625
|
)
|
|
25.39
|
|
|
|
|
|
|
||
Expired
|
(15,375
|
)
|
|
41.14
|
|
|
|
|
|
|
||
Options outstanding at February 3, 2018
|
3,912,412
|
|
|
$
|
20.33
|
|
|
4.79
|
|
$
|
3,930
|
|
Exercisable at February 3, 2018
|
2,232,456
|
|
|
$
|
24.56
|
|
|
6.52
|
|
$
|
668
|
|
Options exercisable and expected to vest at February 3, 2018
|
3,912,412
|
|
|
$
|
20.33
|
|
|
4.79
|
|
$
|
3,930
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|||
Valuation Assumptions
|
Feb 3, 2018
|
|
Jan 28, 2017
|
|
Jan 30, 2016
|
|||
Risk-free interest rate
|
1.5
|
%
|
|
1.0
|
%
|
|
1.0
|
%
|
Expected stock price volatility
|
37.1
|
%
|
|
35.4
|
%
|
|
36.7
|
%
|
Expected dividend yield
|
8.0
|
%
|
|
4.8
|
%
|
|
4.7
|
%
|
Expected life of stock options (in years)
|
4.4
|
|
|
4.2
|
|
|
3.8
|
|
|
Number of
Awards/Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Nonvested at January 28, 2017
|
1,686,204
|
|
|
$
|
18.80
|
|
Granted
|
1,969,619
|
|
|
11.41
|
|
|
Vested
|
(1,052,796
|
)
|
|
17.52
|
|
|
Forfeited
|
(138,461
|
)
|
|
14.94
|
|
|
Nonvested at February 3, 2018
|
2,464,566
|
|
|
$
|
13.66
|
|
|
Performance-Based Units
|
|
Market-Based Units
|
||||||||||
|
Number of
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Number of
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
||||||
Nonvested at January 28, 2017
|
787,849
|
|
|
$
|
19.17
|
|
|
323,825
|
|
|
$
|
16.63
|
|
Granted
|
818,416
|
|
|
11.17
|
|
|
309,118
|
|
|
12.03
|
|
||
Vested
|
(290,645
|
)
|
|
19.85
|
|
|
(244,466
|
)
|
|
17.72
|
|
||
Forfeited
|
(14,699
|
)
|
|
16.60
|
|
|
—
|
|
|
—
|
|
||
Nonvested at February 3, 2018
|
1,300,921
|
|
|
$
|
14.01
|
|
|
388,477
|
|
|
$
|
12.28
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|||
Valuation Assumptions
|
Feb 3, 2018
|
|
Jan 28, 2017
|
|
Jan 30, 2016
|
|||
Risk-free interest rate
|
1.4
|
%
|
|
0.9
|
%
|
|
0.9
|
%
|
Expected stock price volatility
|
39.7
|
%
|
|
36.2
|
%
|
|
38.6
|
%
|
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected life of market-based awards (in years)
|
2.8
|
|
|
2.8
|
|
|
2.8
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|||
Valuation Assumptions
|
Feb 3, 2018
|
|
Jan 28, 2017
|
|
Jan 30, 2016
|
|||
Risk-free interest rate
|
1.0
|
%
|
|
0.3
|
%
|
|
0.1
|
%
|
Expected stock price volatility
|
45.8
|
%
|
|
41.1
|
%
|
|
34.9
|
%
|
Expected dividend yield
|
7.6
|
%
|
|
6.2
|
%
|
|
4.7
|
%
|
Expected life of ESPP options (in months)
|
3
|
|
|
3
|
|
|
3
|
|
|
|
Fair Value Measurements at Feb 3, 2018
|
|
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
|
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
9,868
|
|
|
$
|
—
|
|
|
$
|
9,868
|
|
Interest rate swap
|
|
—
|
|
|
1,460
|
|
|
—
|
|
|
1,460
|
|
|
—
|
|
|
876
|
|
|
—
|
|
|
$
|
876
|
|
|||||||
Total
|
|
$
|
—
|
|
|
$
|
1,511
|
|
|
$
|
—
|
|
|
$
|
1,511
|
|
|
$
|
—
|
|
|
$
|
10,744
|
|
|
$
|
—
|
|
|
$
|
10,744
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign exchange currency contracts
|
|
$
|
—
|
|
|
$
|
18,089
|
|
|
$
|
—
|
|
|
$
|
18,089
|
|
|
$
|
—
|
|
|
$
|
1,424
|
|
|
$
|
—
|
|
|
$
|
1,424
|
|
Deferred compensation obligations
|
|
—
|
|
|
13,476
|
|
|
—
|
|
|
13,476
|
|
|
—
|
|
|
11,184
|
|
|
—
|
|
|
11,184
|
|
||||||||
Total
|
|
$
|
—
|
|
|
$
|
31,565
|
|
|
$
|
—
|
|
|
$
|
31,565
|
|
|
$
|
—
|
|
|
$
|
12,608
|
|
|
$
|
—
|
|
|
$
|
12,608
|
|
|
|
Derivative
Balance Sheet
Location
|
|
Fair Value at Feb 3, 2018
|
|
Fair Value at Jan 28, 2017
|
||||
ASSETS:
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
|
Other current assets/
Other assets
|
|
$
|
41
|
|
|
$
|
6,072
|
|
Interest rate swap
|
|
Other assets
|
|
1,460
|
|
|
876
|
|
||
Total derivatives designated as hedging instruments
|
|
|
|
1,501
|
|
|
6,948
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
|
Other current assets/
Other assets
|
|
10
|
|
|
3,796
|
|
||
Total
|
|
|
|
$
|
1,511
|
|
|
$
|
10,744
|
|
LIABILITIES:
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
|
Accrued expenses/
Other long-term liabilities
|
|
$
|
13,789
|
|
|
$
|
1,250
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
|
Accrued expenses
|
|
4,300
|
|
|
174
|
|
||
Total
|
|
|
|
$
|
18,089
|
|
|
$
|
1,424
|
|
|
Gain (Loss)
Recognized in
OCI
|
|
Location of Gain (Loss)
Reclassified from
Accumulated OCI
into Loss (1)
|
|
Gain (Loss)
Reclassified from
Accumulated OCI into Loss
|
|
Loss Reclassified from Accumulated OCI to Retained Earnings (2)
|
||||||
|
Year Ended Feb 3, 2018
|
|
|
Year Ended Feb 3, 2018
|
|
Year Ended Feb 3, 2018
|
|||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
||||||
Foreign exchange currency contracts
|
$
|
(22,497
|
)
|
|
Cost of product sales
|
|
$
|
14
|
|
|
$
|
—
|
|
Foreign exchange currency contracts
|
$
|
(1,163
|
)
|
|
Other income/expense
|
|
$
|
(583
|
)
|
|
$
|
—
|
|
Interest rate swap
|
$
|
272
|
|
|
Interest expense
|
|
$
|
(87
|
)
|
|
$
|
(225
|
)
|
|
Gain
Recognized in
OCI |
|
Location of Gain (Loss)
Reclassified from
Accumulated OCI
into Earnings (1)
|
|
Gain (Loss)
Reclassified from
Accumulated OCI into Earnings |
||||
|
Year Ended Jan 28, 2017
|
|
|
Year Ended Jan 28, 2017
|
|||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
$
|
—
|
|
|
Cost of product sales
|
|
$
|
3,518
|
|
Foreign exchange currency contracts
|
$
|
227
|
|
|
Other income/expense
|
|
$
|
301
|
|
Interest rate swap
|
$
|
660
|
|
|
Interest expense
|
|
$
|
(216
|
)
|
|
Gain
Recognized in
OCI |
|
Location of Gain
Reclassified from
Accumulated OCI
into Earnings (1)
|
|
Gain Reclassified from
Accumulated OCI into Earnings |
||||
|
Year Ended Jan 30, 2016
|
|
|
Year Ended Jan 30, 2016
|
|||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
$
|
9,301
|
|
|
Cost of product sales
|
|
$
|
8,314
|
|
Foreign exchange currency contracts
|
$
|
500
|
|
|
Other income/expense
|
|
$
|
833
|
|
(1)
|
The Company recognized gains of $
2.7 million
, $
0.9 million
and $
0.1 million
resulting from the ineffective portion related to foreign exchange currency contracts in interest income during fiscal
2018
, fiscal
2017
and fiscal
2016
, respectively. There was
no
ineffectiveness recognized related to the interest rate swap during fiscal
2018
and fiscal
2017
.
|
(2)
|
During the fourth quarter of fiscal 2018, the Company early adopted authoritative guidance which addresses
certain stranded income tax effects in accumulated other comprehensive income (loss) resulting from the
Tax Reform
enacted in December 2017
.
As a result, the Company recorded a cumulative adjustment to reduce retained earnings by
$0.2 million
with a corresponding increase to accumulated other comprehensive income (loss) related to the Company’s interest rate swap designated as a cash flow hedge
.
|
|
Year Ended Feb 3, 2018
|
|
Year Ended Jan 28, 2017
|
||||
Beginning balance gain
|
$
|
5,400
|
|
|
$
|
7,252
|
|
Net gains (losses) from changes in cash flow hedges
|
(20,408
|
)
|
|
1,059
|
|
||
Net (gains) losses reclassified to earnings (loss)
|
414
|
|
|
(2,911
|
)
|
||
Net losses reclassified to retained earnings (1)
|
225
|
|
|
—
|
|
||
Ending balance gain (loss)
|
$
|
(14,369
|
)
|
|
$
|
5,400
|
|
(1)
|
During the fourth quarter of fiscal 2018, the Company early adopted authoritative guidance which addresses
certain stranded income tax effects in accumulated other comprehensive income (loss) resulting from the
Tax Reform
enacted in December 2017
.
As a result, the Company recorded a cumulative adjustment to reduce retained earnings by
$0.2 million
with a corresponding increase to accumulated other comprehensive income (loss) related to the Company’s interest rate swap designated as a cash flow hedge
.
|
|
|
Location of Gain (Loss)
Recognized in
Earnings (Loss)
|
|
Gain (Loss) Recognized in Earnings (Loss)
|
||||||||||
|
|
|
Year Ended Feb 3, 2018
|
|
Year Ended Jan 28, 2017
|
|
Year Ended Jan 30, 2016
|
|||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange currency contracts
|
|
Other income/expense
|
|
$
|
(10,511
|
)
|
|
$
|
2,427
|
|
|
$
|
4,346
|
|
Interest rate swap
|
|
Other income/expense
|
|
$
|
—
|
|
|
$
|
38
|
|
|
$
|
179
|
|
|
Balance at
Beginning of Period |
|
Costs
Charged to Expenses |
|
Deductions and
Write-offs |
|
Balance
at End of Period |
||||||||
Description
|
|
|
|
|
|
|
|
||||||||
As of February 3, 2018
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
13,313
|
|
|
$
|
9,447
|
|
|
$
|
(9,420
|
)
|
|
$
|
13,340
|
|
Allowance for markdowns
|
2,944
|
|
|
42,485
|
|
|
(34,652
|
)
|
|
10,777
|
|
||||
Allowance for royalties receivable
|
497
|
|
|
—
|
|
|
(359
|
)
|
|
138
|
|
||||
Allowance for sales returns
|
20,891
|
|
|
83,593
|
|
|
(76,603
|
)
|
|
27,881
|
|
||||
Total
|
$
|
37,645
|
|
|
$
|
135,525
|
|
|
$
|
(121,034
|
)
|
|
$
|
52,136
|
|
As of January 28, 2017
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
12,874
|
|
|
$
|
7,284
|
|
|
$
|
(6,845
|
)
|
|
$
|
13,313
|
|
Allowance for markdowns
|
2,196
|
|
|
32,679
|
|
|
(31,931
|
)
|
|
2,944
|
|
||||
Allowance for royalties receivable
|
411
|
|
|
86
|
|
|
—
|
|
|
497
|
|
||||
Allowance for sales returns
|
20,513
|
|
|
74,278
|
|
|
(73,900
|
)
|
|
20,891
|
|
||||
Total
|
$
|
35,994
|
|
|
$
|
114,327
|
|
|
$
|
(112,676
|
)
|
|
$
|
37,645
|
|
As of January 30, 2016
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
13,504
|
|
|
$
|
5,767
|
|
|
$
|
(6,397
|
)
|
|
$
|
12,874
|
|
Allowance for markdowns
|
2,549
|
|
|
21,988
|
|
|
(22,341
|
)
|
|
2,196
|
|
||||
Allowance for royalties receivable
|
253
|
|
|
240
|
|
|
(82
|
)
|
|
411
|
|
||||
Allowance for sales returns
|
17,727
|
|
|
68,477
|
|
|
(65,691
|
)
|
|
20,513
|
|
||||
Total
|
$
|
34,033
|
|
|
$
|
96,472
|
|
|
$
|
(94,511
|
)
|
|
$
|
35,994
|
|
|
Guess?, Inc.
|
|
|
By:
|
/s/ V
ICTOR
H
ERRERO
|
|
|
Victor Herrero
Chief Executive Officer
|
|
Date:
|
March 29, 2018
|
/s/ V
ICTOR
H
ERRERO
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
March 29, 2018
|
Victor Herrero
|
|
||
|
|
|
|
/s/
S
ANDEEP
R
EDDY
|
|
Chief Financial Officer
(Principal Financial Officer and
Chief Accounting Officer)
|
March 29, 2018
|
Sandeep Reddy
|
|
||
|
|
|
|
/s/
P
AUL
M
ARCIANO
|
|
Executive Chairman, Chief Creative Officer
and Director
|
March 29, 2018
|
Paul Marciano
|
|
||
|
|
|
|
/s/
M
AURICE
M
ARCIANO
|
|
Chairman Emeritus and Director
|
March 29, 2018
|
Maurice Marciano
|
|
||
|
|
|
|
/s/
G
IANLUCA
B
OLLA
|
|
Director
|
March 29, 2018
|
Gianluca Bolla
|
|
||
|
|
|
|
/s/
A
NTHONY
C
HIDONI
|
|
Director
|
March 29, 2018
|
Anthony Chidoni
|
|
||
|
|
|
|
/s/
J
OSEPH
G
ROMEK
|
|
Director
|
March 29, 2018
|
Joseph Gromek
|
|
||
|
|
|
|
/s/
K
AY
I
SAACSON
-L
EIBOWITZ
|
|
Director
|
March 29, 2018
|
Kay Isaacson-Leibowitz
|
|
||
|
|
|
|
/s/
A
LEX
Y
EMENIDJIAN
|
|
Director
|
March 29, 2018
|
Alex Yemenidjian
|
|
Exhibit
Number
|
|
Description
|
3.1
.
|
|
|
†
3.2
.
|
|
|
4.1
.
|
|
|
*
10.1
.
|
|
|
*
10.2
.
|
|
|
*
10.3
.
|
|
|
*
10.4
.
|
|
|
*
10.5
.
|
|
|
*
10.6
.
|
|
|
*
10.7
.
|
|
|
*
10.8
.
|
|
|
*
10.9
.
|
|
|
*
10.10
.
|
|
|
*
10.11
.
|
|
|
*
10.12
.
|
|
|
*
10.13
.
|
|
|
*
10.14
.
|
|
|
*
10.15
.
|
|
|
*
10.16
.
|
|
|
*
10.17
.
|
|
|
*
10.18
.
|
|
|
*
10.19
.
|
|
|
*
10.20
.
|
|
|
*
10.21
.
|
|
|
*
10.22
.
|
|
|
*
10.23
.
|
|
|
*
10.24
.
|
|
|
*
10.25
.
|
|
|
*
10.26
.
|
|
|
*
10.27
.
|
|
|
*
10.28
.
|
|
|
*
10.29
.
|
|
|
*
10.30
.
|
|
|
10.31
.
|
|
|
10.32
.
|
|
|
10.33
.
|
|
|
10.34
.
|
|
|
10.35
.
|
|
|
†
21.1
.
|
|
|
†
23.1
.
|
|
|
†
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
|
TABLE OF CONTENTS
|
||||
|
|
|
|
|
SECTION
|
PAGE
|
|
||
|
|
|
|
|
ARTICLE I
|
||||
|
||||
OFFICES
|
||||
|
|
|
|
|
1.01
|
Registered Office
|
1
|
|
|
1.02
|
Other Offices
|
1
|
|
|
|
|
|
|
|
ARTICLE II
|
||||
|
||||
MEETINGS OF STOCKHOLDERS
|
||||
|
|
|
|
|
2.01
|
Annual Meetings
|
1
|
|
|
2.02
|
Special Meetings
|
1
|
|
|
2.03
|
Notice of Meetings
|
1
|
|
|
2.04
|
Waiver of Notice
|
2
|
|
|
2.05
|
Adjournments
|
2
|
|
|
2.06
|
Quorum
|
2
|
|
|
2.07
|
Voting
|
3
|
|
|
2.08
|
Proxies
|
3
|
|
|
2.09
|
Advance Notice of Business to be Transacted at Stockholder Meetings
|
3
|
|
|
|
|
|
|
|
ARTICLE III
|
||||
|
||||
BOARD OF DIRECTORS
|
||||
|
|
|
|
|
3.01
|
General Powers
|
4
|
|
|
3.02
|
Number and Term of Office
|
4
|
|
|
3.03
|
Nomination of Directors and Advance Notice Thereof
|
4
|
|
|
3.04
|
Resignation
|
6
|
|
|
3.05
|
Vacancies
|
6
|
|
|
3.06
|
Meetings
|
6
|
|
|
3.07
|
Committees of the Board
|
7
|
|
|
3.08
|
Directors’ Consent in Lieu of Meeting
|
8
|
|
|
3.09
|
Action by Means of Telephone or Similar Communication
|
8
|
|
|
3.10
|
Compensation
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SECTION
|
PAGE
|
|
||
|
|
|
|
|
ARTICLE VII
|
||||
|
||||
|
SEAL
|
|
|
|
|
|
|
|
|
7.01
|
Seal
|
13
|
|
|
|
|
|
|
|
ARTICLE VIII
|
||||
|
||||
FISCAL YEAR
|
||||
|
|
|
||
8.01
|
Fiscal Year
|
13
|
|
|
|
|
|
|
|
ARTICLE IX
|
||||
|
||||
INDEMNIFICATION AND INSURANCE
|
||||
|
|
|
|
|
9.01
|
Indemnification.
|
13
|
|
|
9.02
|
Insurance for Indemnification
|
15
|
|
|
|
|
|
|
|
ARTICLE X
|
||||
|
||||
AMENDMENTS
|
||||
|
|
|
|
|
10.01
|
Amendments
|
15
|
|
|
|
|
|
||
ARTICLE XI
|
||||
|
||||
FORUM FOR ADJUDICATION OF DISPUTES
|
||||
|
|
|
|
|
11.01
|
Forum for Adjudication of Disputes
|
16
|
|
|
|
|
|
Name of Subsidiary
|
|
Country
|
|
Percent
Ownership
|
G-LABS SAGL
|
|
Switzerland
|
|
51%
|
Grupo Guess, S. de R.L. de C.V.
|
|
Mexico
|
|
51%
|
Guess Apparel Andorra SLU
|
|
Andorra
|
|
100%
|
Guess Apparel Spain, S.L.
|
|
Spain
|
|
100%
|
Guess? Asia Limited
|
|
Hong Kong
|
|
100%
|
Guess? Asia Limited Taiwan Branch
|
|
Taiwan
|
|
100%
|
Guess Austria GmbH
|
|
Austria
|
|
100%
|
Guess Australia Pty. Ltd.
|
|
Australia
|
|
100%
|
Guess Bel LLC
|
|
Belarus
|
|
100%
|
Guess Belgium S.P.R.L.
|
|
Belgium
|
|
100%
|
Guess? Bermuda Holdings, LLC
|
|
United States
|
|
100%
|
Guess? Brasil Comercio e Distribuicao S.A.
|
|
Brazil
|
|
60%
|
Guess? Bermuda Holdings, L.P.
|
|
Bermuda
|
|
100%
|
Guess? Canada Corporation
|
|
Canada
|
|
100%
|
Guess Canary Islands, S.L.
|
|
Spain
|
|
51%
|
Guess? CIS LLC
|
|
Russia
|
|
70%
|
Guess.com, Inc.
|
|
United States
|
|
100%
|
Guess? Deutschland GmbH
|
|
Germany
|
|
100%
|
Guess Distribution CIS
|
|
Russia
|
|
100%
|
Guess? Euro-Canada, B.V.
|
|
Netherlands
|
|
100%
|
Guess? Europe, B.V.
|
|
Netherlands
|
|
100%
|
Guess Europe Sagl
|
|
Switzerland
|
|
100%
|
Guess Finland Oy
|
|
Finland
|
|
100%
|
Guess France S.A.S.
|
|
France
|
|
100%
|
Guess? Holdings Korea Limited Liability Company
|
|
Korea
|
|
100%
|
Guess Hungary KFT
|
|
Hungary
|
|
100%
|
Guess? IP GP LLC
|
|
United States
|
|
100%
|
Guess? IP Holder L.P.
|
|
United States
|
|
100%
|
Guess? IP LP LLC
|
|
United States
|
|
100%
|
Guess Italia S.r.l.
|
|
Italy
|
|
100%
|
Guess? Japan LLC
|
|
Japan
|
|
100%
|
Guess? Licensing, Inc.
|
|
United States
|
|
100%
|
Guess Luxembourg S.a.r.l.
|
|
Luxembourg
|
|
100%
|
Guess Macau, Ltd.
|
|
Macau
|
|
100%
|
Guess Norge AS
|
|
Norway
|
|
100%
|
Guess Poland Sp. z o.o.
|
|
Poland
|
|
100%
|
Guess Portugal, LDA
|
|
Portugal
|
|
60%
|
Guess? Retail, Inc.
|
|
United States
|
|
100%
|
Guess Retail Denmark ApS
|
|
Denmark
|
|
100%
|
Guess Retail Hellas Single Member Private Co
|
|
Greece
|
|
100%
|
Guess Retail (Ireland) Limited
|
|
Ireland
|
|
100%
|
Guess Retail Sweden AB
|
|
Sweden
|
|
100%
|
Guess Service de Mexico S. de R.L. de C.V.
|
|
Mexico
|
|
100%
|
Guess? (Shanghai) Limited
|
|
China
|
|
100%
|
Guess? Singapore Pte. Ltd.
|
|
Singapore
|
|
100%
|
Guess Sud S.A.S.
|
|
France
|
|
100%
|
Guess Turkey Perakende Satis Magazacilik Ve Ticaret Limited Sirketi
|
|
Turkey
|
|
100%
|
Guess U.K. Limited
|
|
United Kingdom
|
|
100%
|
Guess? Value LLC
|
|
United States
|
|
100%
|
ONE Sarl
|
|
France
|
|
100%
|
(1)
|
Registration Statement (Form S-3 No. 333-111895),
|
(2)
|
Registration Statement (Form S-8 No. 333-210411) pertaining to the 2004 Equity Incentive Plan,
|
(3)
|
Registration Statement (Form S-8 No. 333-210410) pertaining to the Nonqualified Deferred Compensation Plan,
|
(4)
|
Registration Statement (Form S-8 No. 333-135079) pertaining to the 2006 Non-Employee Directors
’
Stock Grant and Stock Option Plan,
|
(5)
|
Registration Statement (Form S-8 No. 333-129349) pertaining to the Nonqualified Deferred Compensation Plan,
|
(6)
|
Registration Statement (Form S-8 No. 333-121552) pertaining to the 2004 Equity Incentive Plan,
|
(7)
|
Registration Statement (Form S-8 No. 333-81274) pertaining to the 2002 Employee Stock Purchase Plan, and
|
(8)
|
Registration Statement (Form S-8 No. 333-10069) pertaining to the 1996 Equity Incentive Plan and the 1996 Non-Employee Directors’ Stock Option Plan;
|
/s/ ERNST & YOUNG LLP
|
1.
|
I have reviewed this annual report on Form 10-K 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 officers 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 officers 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:
|
March 29, 2018
|
By:
|
/s/ VICTOR HERRERO
|
|
|
|
Victor Herrero
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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 officers 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 officers 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:
|
March 29, 2018
|
By:
|
/s/ SANDEEP REDDY
|
|
|
|
Sandeep Reddy
Chief Financial Officer
|
•
|
the Annual Report on Form 10-K of the Company for the period ended
February 3, 2018
, 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 (15 U.S.C. 78m); and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
March 29, 2018
|
By:
|
/s/ VICTOR HERRERO
|
|
|
|
Victor Herrero
Chief Executive Officer
|
•
|
the Annual Report on Form 10-K of the Company for the period ended
February 3, 2018
, 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 (15 U.S.C. 78m); and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
March 29, 2018
|
By:
|
/s/ SANDEEP REDDY
|
|
|
|
Sandeep Reddy
Chief Financial Officer
|