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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
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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 2, 2019
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Feb 3, 2018
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Jan 28, 2017
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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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288
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—
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306
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—
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339
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—
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Canada
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89
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—
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89
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—
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111
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—
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Central and South America
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67
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27
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59
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27
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51
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30
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Total Americas
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444
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27
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454
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27
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501
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30
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Europe and the Middle East
|
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490
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37
|
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400
|
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33
|
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336
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31
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Asia and the Pacific
|
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227
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174
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157
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177
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108
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|
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193
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Total
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1,161
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|
|
238
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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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Year Ended
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Year Ended
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Year Ended
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||||||||||||
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Feb 2, 2019
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Feb 3, 2018
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Jan 28, 2017
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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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2
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1
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Central and South America
|
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37
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—
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44
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—
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44
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—
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Total Americas
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39
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1
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46
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1
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46
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1
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Europe and the Middle East
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210
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—
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269
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—
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293
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—
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Asia and the Pacific
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309
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184
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337
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191
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396
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191
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Total
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558
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185
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652
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192
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735
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192
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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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identify desirable locations, the availability of which is out of our control;
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•
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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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•
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source sufficient levels of inventory to meet the needs of the new stores;
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•
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hire, train and retain competent store personnel;
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•
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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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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;
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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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the effectiveness and efficiency of our product distribution network;
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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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206,800
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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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153,400
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Venlo, Netherlands
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Distribution and warehousing facilities used by all of our segments.
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1,046,400
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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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Düsseldorf/Munich, Germany
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Administrative office and showrooms used by our Europe segment
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18,400
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Florence, Italy
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Administrative office used by our Europe segment
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113,000
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Warsaw, Poland
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Administrative office and showrooms used by our Europe segment
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14,000
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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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17,100
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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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54,700
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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 2020-2022
|
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286
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|
|
159
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|
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268
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Fiscal 2023-2025
|
|
132
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|
|
177
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|
|
88
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Fiscal 2026-2028
|
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44
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|
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143
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|
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51
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Fiscal 2029-2031
|
|
11
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60
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6
|
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Thereafter
|
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1
|
|
|
10
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—
|
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|
|
474
|
|
|
549
|
|
|
413
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Period
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Total Number of Shares Purchased
|
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Average Price Paid
per Share
|
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Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
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Maximum Number
(or Approximate Dollar Value)
of Shares That May
Yet Be Purchased
Under the Plans
or Programs
|
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November 4, 2018 to December 1, 2018
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Repurchase program
1
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—
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|
|
$
|
—
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—
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|
|
$
|
374,636,677
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Employee transactions
2
|
432
|
|
|
$
|
22.76
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|
|
—
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December 2, 2018 to January 5, 2019
|
|
|
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||||||
Repurchase program
1
|
—
|
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|
$
|
—
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|
|
—
|
|
|
$
|
374,636,677
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Employee transactions
2
|
134,010
|
|
|
$
|
21.43
|
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|
—
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January 6, 2019 to February 2, 2019
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|
|
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Repurchase program
1
|
—
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|
$
|
—
|
|
|
—
|
|
|
$
|
374,636,677
|
|
Employee transactions
2
|
19,565
|
|
|
$
|
19.45
|
|
|
—
|
|
|
|
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|
Total
|
|
|
|
|
|
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|
||||||
Repurchase program
1
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
|
Employee transactions
2
|
154,007
|
|
|
$
|
21.18
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|
—
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1
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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.
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2
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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.
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Company/Market/Peer Group
|
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2/1/2014
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1/31/2015
|
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1/30/2016
|
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1/28/2017
|
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2/3/2018
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2/2/2019
|
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Guess?, Inc.
|
|
$
|
100.00
|
|
|
$
|
69.57
|
|
|
$
|
71.92
|
|
|
$
|
50.59
|
|
|
$
|
64.35
|
|
|
$
|
87.27
|
|
S&P 1500 Apparel Retail Index
|
|
100.00
|
|
|
120.27
|
|
|
125.26
|
|
|
122.05
|
|
|
129.70
|
|
|
144.32
|
|
||||||
S&P 500 Index
|
|
100.00
|
|
|
114.22
|
|
|
113.46
|
|
|
137.14
|
|
|
168.46
|
|
|
168.36
|
|
|
Year Ended
1
|
||||||||||||||||||
|
Feb 2,
2019 |
|
Feb 3,
2018 |
|
Jan 28,
2017 |
|
Jan 30,
2016 |
|
Jan 31,
2015 |
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Statements of income data:
|
|
|
|
|
|
|
|
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|
||||||||||
Net revenue
2
|
$
|
2,609,694
|
|
|
$
|
2,363,754
|
|
|
$
|
2,190,453
|
|
|
$
|
2,184,495
|
|
|
$
|
2,395,447
|
|
Earnings from operations
3,4,5,6,7,8,9
|
52,212
|
|
|
67,355
|
|
|
24,763
|
|
|
122,439
|
|
|
128,956
|
|
|||||
Income tax expense
9
|
29,542
|
|
|
74,172
|
|
|
28,212
|
|
|
42,464
|
|
|
45,824
|
|
|||||
Net earnings (loss) attributable to Guess?, Inc.
3,4,5,6,7,8,9,10,11
|
14,099
|
|
|
(7,894
|
)
|
|
22,761
|
|
|
81,851
|
|
|
94,570
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings (loss) per common share attributable to common stockholders
2,3,4,5,6,7,8,9,10,12
:
|
|||||||||||||||||||
Basic
|
$
|
0.17
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.27
|
|
|
$
|
0.97
|
|
|
$
|
1.11
|
|
Diluted
|
$
|
0.16
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.27
|
|
|
$
|
0.96
|
|
|
$
|
1.11
|
|
Dividends declared per common share
|
$
|
0.90
|
|
|
$
|
0.90
|
|
|
$
|
0.90
|
|
|
$
|
0.90
|
|
|
$
|
0.90
|
|
Weighted average common shares outstanding—basic
|
80,146
|
|
|
82,189
|
|
|
83,666
|
|
|
84,264
|
|
|
84,604
|
|
|||||
Weighted average common shares outstanding—diluted
|
81,589
|
|
|
82,189
|
|
|
83,829
|
|
|
84,525
|
|
|
84,837
|
|
|
Feb 2,
2019 |
|
Feb 3,
2018 |
|
Jan 28,
2017 |
|
Jan 30,
2016 |
|
Jan 31,
2015 |
||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
545,331
|
|
|
$
|
640,860
|
|
|
$
|
698,559
|
|
|
$
|
709,193
|
|
|
$
|
790,333
|
|
Total assets
2
|
1,649,205
|
|
|
1,655,634
|
|
|
1,534,485
|
|
|
1,538,748
|
|
|
1,601,405
|
|
|||||
Borrowings and capital lease, excluding current installments
|
35,012
|
|
|
39,196
|
|
|
23,482
|
|
|
2,318
|
|
|
6,165
|
|
|||||
Stockholders’ equity
|
853,645
|
|
|
933,475
|
|
|
980,994
|
|
|
1,031,293
|
|
|
1,089,446
|
|
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
|
Net revenue for fiscal 2019 reflects the adoption of the new revenue recognition standard. Prior period balance sheet amounts have not been restated and continue to be reported under accounting standards in effect for those periods.
|
3
|
During fiscal
2019
, the Company incurred net gains on lease terminations of
$0.5 million
related primarily to the modification of certain lease agreements held in North America. During fiscal
2018
, the Company incurred net gains 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
.
|
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
$6.9 million
|
5
|
During fiscal
2019
and
2018
, the Company incurred certain professional service and legal fees and related costs of
$6.1 million
and
$0.5 million
, respectively.
|
6
|
During fiscal 2019, the Company incurred charges of €39.8 million ($45.6 million)
for a fine imposed by the European Commission related to alleged violations of European Union competition rules by the Company. The Company paid the full amount of the fine during the first quarter of fiscal 2020.
|
7
|
During fiscal
2019
, the Company announced the departure of its former Chief Executive Officer (“CEO”) and the terms of his separation. As a result, the Company incurred CEO severance charges of $5.2 million during fiscal
2019
.
|
8
|
During fiscal 2017, the Company incurred restructuring charges of
$6.1 million
.
|
9
|
During fiscal 2016, the Company recognized a $1.7 million curtailment gain, before taxes, related to an amendment that accelerated the amortization of the prior service credit.
|
10
|
During fiscal
2019
, the Company incurred additional expense of
$6.3 million
related to revising the provisional amounts previously recorded related to deemed repatriation of foreign earnings related to the Tax Reform. During fiscal 2018, the Company recognized additional tax expense of
$47.9 million
related to the enactment of the Tax Reform. This was 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 were 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 “
Part IV. Financial Statements – Note
11
– Income Taxes”
in this Form 10-K
for further detail.
|
11
|
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.
|
12
|
Holders of the Company’s restricted stock awards are not required to participate in losses of the Company. Accordingly, in periods in which the Company reported a net loss, such losses were not allocated to these participating securities, and as a result, basic and diluted net loss per share were the same in those periods.
|
•
|
Total net revenue
in
creased
10.4%
to
$2.61 billion
for fiscal
2019
, compared to
$2.36 billion
in the prior year.
In constant currency, net revenue
in
crease
d by
10.6%
.
|
•
|
Gross margin (gross profit as a percentage of total net revenue)
in
creased
90
basis points to
36.0%
for fiscal
2019
, compared to
35.1%
in the prior year.
|
•
|
Selling, general and administrative (“SG&A”) expenses as a percentage of total net revenue (“SG&A rate”)
in
creased
50
basis points to
32.0%
for fiscal
2019
, compared to
31.5%
in the prior year. SG&A expenses
in
creased
12.6%
to
$835.3 million
for fiscal
2019
, compared to
$741.6 million
in the prior year.
|
•
|
During fiscal 2019, the Company recognized charges of
€39.8 million
(
$45.6 million
)
for a fine imposed by the European Commission related to alleged violations of European Union competition rules by the Company. The Company paid the full amount of the fine during the first quarter of fiscal 2020.
|
•
|
During fiscal
2019
, the Company recognized asset impairment charges of
$6.9 million
, compared to
$8.5 million
in the prior year.
|
•
|
During fiscal
2019
, the Company recognized net gains on lease terminations of
$0.5 million
, compared to net losses on lease terminations of
$11.4 million
in the prior year.
|
•
|
Operating margin
de
creased
80
basis points to
2.0%
for fiscal
2019
, compared to
2.8%
in the prior year. The European Commission fine recorded during fiscal
2019
negatively
impacted operating margin by
170
basis points. Net gains on lease terminations recorded during fiscal
2019
favorably
impacted operating margin by
50
basis points compared to the prior year. Higher expenses related to certain professional service and legal fees and related costs recorded during fiscal
2019
negatively
impacted operating margin by
10
basis points compared to the prior year. CEO severance charges recorded during fiscal
2019
negatively
impacted operating margin by
20
basis points. Earnings from operations
de
creased
22.5%
to
$52.2 million
for fiscal
2019
, compared to
$67.4 million
in the prior year.
|
•
|
Other
expense
, net (including interest income and expense) totaled
$5.5 million
for fiscal
2019
, compared to other
income
, net (including interest income and expense) of
$2.9 million
in the prior year.
|
•
|
The effective income tax rate
de
creased
40.2%
to
63.2%
for fiscal
2019
, compared to
105.6%
in the prior year. The Company’s effective tax rate for
2019
benefited from a lower statutory tax rate as a result of the Tax Reform and adjustments made during fiscal
2018
as a result of the enactment of the Tax Reform. These items positively impacted the Company’s effective tax rate by
41.8%
in fiscal
2019
. 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 had
$210.5 million
in cash and cash equivalents and
$0.5 million
in restricted cash as of
February 2, 2019
, compared to
$367.4 million
in cash and cash equivalents and
$0.2 million
in restricted cash at
February 3, 2018
. The
Company invested
$17.6 million
to repurchase
1,118,808
of its common shares
during fiscal
2019
. During fiscal
2018
, the Company invested
$56.1 million
to repurchase
3,866,387
of its common shares.
In addition, during the fourth quarter of fiscal 2019, the Company received proceeds from borrowings of $22.7 million and made payments for borrowings and capital lease obligations of $23.5 million.
|
•
|
Accounts receivable
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
. Accounts receivable
in
creased by
$62.0 million
, or
23.8%
, to
$322.0 million
as of
February 2, 2019
, compared to
$260.0 million
at
February 3, 2018
, and includes the impact of $36.0 million of allowances reclassified from accounts receivable to accrued expenses from the adoption of the new revenue recognition standard in the first quarter of fiscal 2019.
On a constant currency basis, accounts receivable
increased
by
$86.9 million
, or
33.4%
.
|
•
|
Inventory
in
creased by
$40.6 million
, or
9.5%
, to
$468.9 million
as of
February 2, 2019
, compared to
$428.3 million
at
February 3, 2018
, and includes the impact of $12.4 million in reclassifications of accrued inventory from estimated returns to other assets from the adoption of the new revenue recognition standard in the first quarter of fiscal 2019.
On a constant currency basis, inventory
increased
by
$69.9 million
,
or
16.3%
.
|
|
|
Stores
|
|
Concessions
|
||||||||||||||
Region
|
|
Total
|
|
Directly
Operated
|
|
Partner Operated
|
|
Total
|
|
Directly
Operated
|
|
Partner Operated
|
||||||
United States
|
|
290
|
|
|
288
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Canada
|
|
89
|
|
|
89
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Central and South America
|
|
104
|
|
|
67
|
|
|
37
|
|
|
27
|
|
|
27
|
|
|
—
|
|
Total Americas
|
|
483
|
|
|
444
|
|
|
39
|
|
|
28
|
|
|
27
|
|
|
1
|
|
Europe and the Middle East
|
|
700
|
|
|
490
|
|
|
210
|
|
|
37
|
|
|
37
|
|
|
—
|
|
Asia and the Pacific
|
|
536
|
|
|
227
|
|
|
309
|
|
|
358
|
|
|
174
|
|
|
184
|
|
Total
|
|
1,719
|
|
|
1,161
|
|
|
558
|
|
|
423
|
|
|
238
|
|
|
185
|
|
|
|
|
|
|
|
|||
|
Year Ended
|
|||||||
|
February 2,
|
|
February 3,
|
|
January 28,
|
|||
|
2019
|
|
2018
|
|
2017
|
|||
Product sales
|
96.8
|
%
|
|
96.9
|
%
|
|
96.7
|
%
|
Net royalties
1
|
3.2
|
|
|
3.1
|
|
|
3.3
|
|
Net revenue
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Cost of product sales
1
|
64.0
|
|
|
64.9
|
|
|
66.0
|
|
Gross profit
|
36.0
|
|
|
35.1
|
|
|
34.0
|
|
Selling, general and administrative expenses
2
|
32.0
|
|
|
31.5
|
|
|
31.0
|
|
European Commission fine
|
1.7
|
|
|
—
|
|
|
—
|
|
Asset impairment charges
|
0.3
|
|
|
0.3
|
|
|
1.6
|
|
Net (gains) losses on lease terminations
|
(0.0
|
)
|
|
0.5
|
|
|
(0.0
|
)
|
Restructuring charges
|
—
|
|
|
—
|
|
|
0.3
|
|
Earnings from operations
2
|
2.0
|
|
|
2.8
|
|
|
1.1
|
|
Interest expense
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
Interest income
|
0.2
|
|
|
0.2
|
|
|
0.1
|
|
Other income (expense), net
2
|
(0.3
|
)
|
|
0.1
|
|
|
1.3
|
|
Earnings before income tax expense
|
1.8
|
|
|
3.0
|
|
|
2.4
|
|
Income tax expense
|
1.1
|
|
|
3.2
|
|
|
1.2
|
|
Net earnings (loss)
|
0.7
|
|
|
(0.2
|
)
|
|
1.2
|
|
Net earnings attributable to noncontrolling interests
|
0.2
|
|
|
0.1
|
|
|
0.2
|
|
Net earnings (loss) attributable to Guess?, Inc.
|
0.5
|
%
|
|
(0.3
|
%)
|
|
1.0
|
%
|
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 a percentage of net revenue have been adjusted for fiscal 2017 to conform to the current period presentation.
|
2
|
During the first quarter of fiscal 2019, the Company adopted new authoritative guidance which requires that the non-service components of net periodic defined benefit pension cost be presented outside of earnings (loss) from operations. Accordingly, amounts related to selling, general and administrative expenses, earnings from operations and other income (expense), net, as a percentage of net revenue have been adjusted for fiscal 2018 and fiscal 2017 to conform to the current period presentation. Refer to “
Part IV. Financial Statements – Note
2
– New Accounting Guidance”
in this Form 10-K
for further information.
|
|
Fiscal 2019
1
|
|
Fiscal 2018
1
|
|
Change
|
|
% Change
|
|||||||
Net revenue:
|
|
|
|
|
|
|
|
|
||||||
Americas Retail
|
$
|
824,674
|
|
|
$
|
833,077
|
|
|
$
|
(8,403
|
)
|
|
(1.0
|
%)
|
Americas Wholesale
|
170,812
|
|
|
150,366
|
|
|
20,446
|
|
|
13.6
|
%
|
|||
Europe
|
1,142,768
|
|
|
998,657
|
|
|
144,111
|
|
|
14.4
|
%
|
|||
Asia
|
388,246
|
|
|
308,899
|
|
|
79,347
|
|
|
25.7
|
%
|
|||
Licensing
2
|
83,194
|
|
|
72,755
|
|
|
10,439
|
|
|
14.3
|
%
|
|||
Total net revenue
2
|
$
|
2,609,694
|
|
|
$
|
2,363,754
|
|
|
$
|
245,940
|
|
|
10.4
|
%
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
2,3
|
$
|
27,532
|
|
|
$
|
(11,096
|
)
|
|
$
|
38,628
|
|
|
348.0
|
%
|
Americas Wholesale
2,3
|
29,935
|
|
|
25,845
|
|
|
4,090
|
|
|
15.8
|
%
|
|||
Europe
3,4
|
58,298
|
|
|
94,545
|
|
|
(36,247
|
)
|
|
(38.3
|
%)
|
|||
Asia
3
|
12,365
|
|
|
14,809
|
|
|
(2,444
|
)
|
|
(16.5
|
%)
|
|||
Licensing
2,3
|
72,986
|
|
|
63,538
|
|
|
9,448
|
|
|
14.9
|
%
|
|||
Total segment earnings from operations
2,4
|
201,116
|
|
|
187,641
|
|
|
13,475
|
|
|
7.2
|
%
|
|||
Corporate overhead
4
|
(96,805
|
)
|
|
(100,434
|
)
|
|
3,629
|
|
|
(3.6
|
%)
|
|||
European Commission fine
5
|
(45,637
|
)
|
|
—
|
|
|
(45,637
|
)
|
|
|
||||
Asset impairment charges
|
(6,939
|
)
|
|
(8,479
|
)
|
|
1,540
|
|
|
|
||||
Net gains (losses) on lease terminations
|
477
|
|
|
(11,373
|
)
|
|
11,850
|
|
|
|
||||
Total earnings from operations
4,5
|
$
|
52,212
|
|
|
$
|
67,355
|
|
|
$
|
(15,143
|
)
|
|
(22.5
|
%)
|
Operating margins:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
2,3
|
3.3
|
%
|
|
(1.3
|
%)
|
|
|
|
|
|||||
Americas Wholesale
2,3
|
17.5
|
%
|
|
17.2
|
%
|
|
|
|
|
|||||
Europe
3,4
|
5.1
|
%
|
|
9.5
|
%
|
|
|
|
|
|||||
Asia
3
|
3.2
|
%
|
|
4.8
|
%
|
|
|
|
|
|||||
Licensing
2,3
|
87.7
|
%
|
|
87.3
|
%
|
|
|
|
|
|||||
Total Company
3,4
|
2.0
|
%
|
|
2.8
|
%
|
|
|
|
|
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 first quarter of fiscal 2019, the Company adopted a comprehensive new revenue recognition standard using a modified retrospective method that does not restate prior periods to be comparable to the current period presentation. The adoption of this guidance primarily impacted the presentation of advertising contributions received from the Company’s licensees and the related advertising expenditures incurred by the Company. The adoption of this guidance resulted in an increase in net royalty revenue within the Company’s Licensing segment of
$10.7 million
, as well as an increase in SG&A expenses in our Americas Retail, Americas Wholesale and Licensing segments as well as corporate overhead of
$3.9 million
,
$1.7 million
,
$1.1 million
and
$3.0 million
, respectively, during the fiscal year ended February 2, 2019 compared to the prior year. The net favorable impact on earnings from operations was approximately
$1.0 million
during the fiscal year ended February 2, 2019 compared to the prior year.
|
3
|
During fiscal 2019, the Company changed the segment accountability for funds received from licensees on the Company’s purchases of its licensed products. These amounts were treated as a reduction of cost of product sales within the Licensing segment but now are considered in the results of the segments that control the respective purchases for purposes of segment
|
4
|
During fiscal 2019, the Company adopted new authoritative guidance which requires that the non-service components of net periodic defined benefit pension cost be presented outside of earnings (loss) from operations. Accordingly, earnings from operations and segment results for fiscal 2018 have been adjusted to conform to the current period presentation.
|
5
|
During fiscal 2019, the Company incurred charges of €39.8 million ($45.6 million)
for a fine imposed by the European Commission related to alleged violations of European Union competition rules by the Company. The Company paid the full amount of the fine during the first quarter of fiscal 2020.
|
|
Fiscal 2018
1
|
|
Fiscal 2017
1
|
|
Change
|
|
% Change
|
|||||||
Net revenue:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
|
$
|
833,077
|
|
|
$
|
935,479
|
|
|
$
|
(102,402
|
)
|
|
(10.9
|
%)
|
Americas Wholesale
2
|
150,366
|
|
|
146,260
|
|
|
4,106
|
|
|
2.8
|
%
|
|||
Europe
2
|
998,657
|
|
|
788,194
|
|
|
210,463
|
|
|
26.7
|
%
|
|||
Asia
2
|
308,899
|
|
|
248,601
|
|
|
60,298
|
|
|
24.3
|
%
|
|||
Licensing
3
|
72,755
|
|
|
71,919
|
|
|
836
|
|
|
1.2
|
%
|
|||
Total net revenue
3
|
$
|
2,363,754
|
|
|
$
|
2,190,453
|
|
|
$
|
173,301
|
|
|
7.9
|
%
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
2,3,4
|
$
|
(11,096
|
)
|
|
$
|
(13,752
|
)
|
|
$
|
2,656
|
|
|
19.3
|
%
|
Americas Wholesale
2,3,4
|
25,845
|
|
|
25,007
|
|
|
838
|
|
|
3.4
|
%
|
|||
Europe
2,3,4,5
|
94,545
|
|
|
65,068
|
|
|
29,477
|
|
|
45.3
|
%
|
|||
Asia
2,3,4
|
14,809
|
|
|
(1,392
|
)
|
|
16,201
|
|
|
1,163.9
|
%
|
|||
Licensing
2,4
|
63,538
|
|
|
61,472
|
|
|
2,066
|
|
|
3.4
|
%
|
|||
Total segment earnings from operations
2,5
|
187,641
|
|
|
136,403
|
|
|
51,238
|
|
|
37.6
|
%
|
|||
Corporate overhead
2,5
|
(100,434
|
)
|
|
(71,867
|
)
|
|
(28,567
|
)
|
|
(39.7
|
%)
|
|||
Asset impairment charges
2
|
(8,479
|
)
|
|
(34,385
|
)
|
|
25,906
|
|
|
|
||||
Net gains (losses) on lease terminations
2
|
(11,373
|
)
|
|
695
|
|
|
(12,068
|
)
|
|
|
||||
Restructuring charges
|
—
|
|
|
(6,083
|
)
|
|
6,083
|
|
|
|
||||
Total earnings from operations
5
|
$
|
67,355
|
|
|
$
|
24,763
|
|
|
$
|
42,592
|
|
|
172.0
|
%
|
Operating margins:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
2,3,4
|
(1.3
|
%)
|
|
(1.5
|
%)
|
|
|
|
|
|||||
Americas Wholesale
2,3,4
|
17.2
|
%
|
|
17.1
|
%
|
|
|
|
|
|||||
Europe
2,3,4,5
|
9.5
|
%
|
|
8.3
|
%
|
|
|
|
|
|||||
Asia
2,3,4
|
4.8
|
%
|
|
(0.6
|
%)
|
|
|
|
|
|||||
Licensing
2,3,4
|
87.3
|
%
|
|
85.5
|
%
|
|
|
|
|
|||||
Total Company
2,3,4,5
|
2.8
|
%
|
|
1.1
|
%
|
|
|
|
|
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 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 to conform to the current period presentation. This reclassification had no impact on previously reported earnings from operations.
|
4
|
During the first quarter of fiscal 2019, the Company changed the segment accountability for funds received from licensees on the Company’s purchases of its licensed products. These amounts were treated as a reduction of cost of product sales within the Licensing segment but now are considered in the results of the segments that control the respective purchases for purposes of segment performance evaluation. Accordingly, segment results for fiscal 2018 and fiscal 2017 have been adjusted to conform to the current period presentation.
|
5
|
During the first quarter of fiscal 2019, the Company adopted new authoritative guidance which requires that the non-service components of net periodic defined benefit pension cost be presented outside of earnings (loss) from operations. Accordingly, earnings from operations and segment results for fiscal 2018 and fiscal 2017 have been adjusted to conform to the current period presentation.
|
|
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
|
$
|
28,135
|
|
|
$
|
3,628
|
|
|
$
|
3,862
|
|
|
$
|
2,905
|
|
|
$
|
17,740
|
|
Capital lease obligations
1
|
21,428
|
|
|
2,966
|
|
|
5,731
|
|
|
5,200
|
|
|
7,531
|
|
|||||
Operating lease obligations
2
|
1,008,656
|
|
|
220,934
|
|
|
340,029
|
|
|
229,861
|
|
|
217,832
|
|
|||||
Purchase obligations
3
|
208,606
|
|
|
208,606
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Benefit obligations
4
|
91,418
|
|
|
4,560
|
|
|
8,314
|
|
|
8,418
|
|
|
70,126
|
|
|||||
Total
|
$
|
1,358,243
|
|
|
$
|
440,694
|
|
|
$
|
357,936
|
|
|
$
|
246,384
|
|
|
$
|
313,229
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other commercial commitments
5
|
$
|
2,015
|
|
|
$
|
2,015
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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 addition, the amounts above do not include options to extend lease terms that are not yet executed. In fiscal
2019
, these variable charges totaled
$138.9 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 2, 2019
|
|
Year Ended Feb 3, 2018
|
||||
Beginning balance gain (loss)
|
$
|
(14,369
|
)
|
|
$
|
5,400
|
|
Net gains (losses) from changes in cash flow hedges
|
10,962
|
|
|
(20,408
|
)
|
||
Net losses reclassified to earnings (loss)
|
6,406
|
|
|
414
|
|
||
Net losses reclassified to retained earnings
1
|
—
|
|
|
225
|
|
||
Ending balance gain (loss)
|
$
|
2,999
|
|
|
$
|
(14,369
|
)
|
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 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 2, 2019
|
|
February 3, 2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
210,460
|
|
|
$
|
367,441
|
|
Accounts receivable, net
|
321,995
|
|
|
259,996
|
|
||
Inventories
|
468,897
|
|
|
428,304
|
|
||
Other current assets
|
87,343
|
|
|
52,964
|
|
||
Total current assets
|
1,088,695
|
|
|
1,108,705
|
|
||
Property and equipment, net
|
315,558
|
|
|
294,254
|
|
||
Goodwill
|
37,072
|
|
|
38,481
|
|
||
Other intangible assets, net
|
6,934
|
|
|
5,977
|
|
||
Deferred tax assets
|
57,224
|
|
|
68,386
|
|
||
Restricted cash
|
535
|
|
|
241
|
|
||
Other assets
|
143,187
|
|
|
139,590
|
|
||
|
$
|
1,649,205
|
|
|
$
|
1,655,634
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of capital lease obligations and borrowings
|
$
|
4,315
|
|
|
$
|
2,845
|
|
Accounts payable
|
286,657
|
|
|
264,438
|
|
||
Accrued expenses
|
252,392
|
|
|
200,562
|
|
||
Total current liabilities
|
543,364
|
|
|
467,845
|
|
||
Long-term debt and capital lease obligations
|
35,012
|
|
|
39,196
|
|
||
Deferred rent and lease incentives
|
84,893
|
|
|
81,564
|
|
||
Other long-term liabilities
|
127,438
|
|
|
127,964
|
|
||
|
790,707
|
|
|
716,569
|
|
||
Redeemable noncontrolling interests
|
4,853
|
|
|
5,590
|
|
||
|
|
|
|
||||
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 142,707,300 and 141,623,687 shares, outstanding 81,379,660 and 81,371,118 shares, as of February 2, 2019 and February 3, 2018, respectively
|
814
|
|
|
813
|
|
||
Paid-in capital
|
523,331
|
|
|
498,249
|
|
||
Retained earnings
|
1,077,747
|
|
|
1,132,173
|
|
||
Accumulated other comprehensive loss
|
(126,179
|
)
|
|
(93,062
|
)
|
||
Treasury stock, 61,327,640 and 60,252,569 shares as of February 2, 2019 and February 3, 2018, respectively
|
(638,486
|
)
|
|
(621,354
|
)
|
||
Guess?, Inc. stockholders’ equity
|
837,227
|
|
|
916,819
|
|
||
Nonredeemable noncontrolling interests
|
16,418
|
|
|
16,656
|
|
||
Total stockholders’ equity
|
853,645
|
|
|
933,475
|
|
||
|
$
|
1,649,205
|
|
|
$
|
1,655,634
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Feb 2, 2019
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||||
Product sales
|
$
|
2,526,500
|
|
|
$
|
2,290,999
|
|
|
$
|
2,118,534
|
|
Net royalties
|
83,194
|
|
|
72,755
|
|
|
71,919
|
|
|||
Net revenue
|
2,609,694
|
|
|
2,363,754
|
|
|
2,190,453
|
|
|||
Cost of product sales
|
1,670,090
|
|
|
1,534,906
|
|
|
1,445,413
|
|
|||
Gross profit
|
939,604
|
|
|
828,848
|
|
|
745,040
|
|
|||
Selling, general and administrative expenses
|
835,293
|
|
|
741,641
|
|
|
680,504
|
|
|||
European Commission fine
|
45,637
|
|
|
—
|
|
|
—
|
|
|||
Asset impairment charges
|
6,939
|
|
|
8,479
|
|
|
34,385
|
|
|||
Net (gains) losses on lease terminations
|
(477
|
)
|
|
11,373
|
|
|
(695
|
)
|
|||
Restructuring charges
|
—
|
|
|
—
|
|
|
6,083
|
|
|||
Earnings from operations
|
52,212
|
|
|
67,355
|
|
|
24,763
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense
|
(3,407
|
)
|
|
(2,431
|
)
|
|
(1,897
|
)
|
|||
Interest income
|
4,494
|
|
|
4,106
|
|
|
1,890
|
|
|||
Other income (expense), net
|
(6,591
|
)
|
|
1,241
|
|
|
28,854
|
|
|||
|
(5,504
|
)
|
|
2,916
|
|
|
28,847
|
|
|||
|
|
|
|
|
|
||||||
Earnings before income tax expense
|
46,708
|
|
|
70,271
|
|
|
53,610
|
|
|||
Income tax expense
|
29,542
|
|
|
74,172
|
|
|
28,212
|
|
|||
Net earnings (loss)
|
17,166
|
|
|
(3,901
|
)
|
|
25,398
|
|
|||
Net earnings attributable to noncontrolling interests
|
3,067
|
|
|
3,993
|
|
|
2,637
|
|
|||
Net earnings (loss) attributable to Guess?, Inc.
|
$
|
14,099
|
|
|
$
|
(7,894
|
)
|
|
$
|
22,761
|
|
|
|
|
|
|
|
||||||
Net earnings (loss) per common share attributable to common stockholders (Note 18):
|
|
|
|
|
|
||||||
Basic
|
$
|
0.17
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.27
|
|
Diluted
|
$
|
0.16
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.27
|
|
Weighted average common shares outstanding attributable to common stockholders (Note 18):
|
|
|
|
|
|
||||||
Basic
|
80,146
|
|
|
82,189
|
|
|
83,666
|
|
|||
Diluted
|
81,589
|
|
|
82,189
|
|
|
83,829
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Feb 2, 2019
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||||
Net earnings (loss)
|
$
|
17,166
|
|
|
$
|
(3,901
|
)
|
|
$
|
25,398
|
|
Other comprehensive income (loss) (“OCI”):
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
|
|
|
|
||||||
Gains (losses) arising during the period
|
(52,733
|
)
|
|
93,416
|
|
|
(2,632
|
)
|
|||
Derivative financial instruments designated as cash flow hedges
|
|
|
|
|
|
||||||
Gains (losses) arising during the period
|
12,652
|
|
|
(23,388
|
)
|
|
887
|
|
|||
Less income tax effect
|
(1,690
|
)
|
|
2,980
|
|
|
172
|
|
|||
Reclassification to net earnings (loss) for (gains) losses realized
|
7,118
|
|
|
656
|
|
|
(3,603
|
)
|
|||
Less income tax effect
|
(712
|
)
|
|
(242
|
)
|
|
692
|
|
|||
Marketable securities
|
|
|
|
|
|
||||||
Losses arising during the period
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||
Less income tax effect
|
—
|
|
|
—
|
|
|
3
|
|
|||
Reclassification to net earnings (loss) for losses realized
|
—
|
|
|
—
|
|
|
25
|
|
|||
Less income tax effect
|
—
|
|
|
—
|
|
|
(9
|
)
|
|||
Defined benefit plans
|
|
|
|
|
|
||||||
Net actuarial gains (losses)
|
1,733
|
|
|
(2,248
|
)
|
|
(1,185
|
)
|
|||
Foreign currency and other adjustments
|
311
|
|
|
(269
|
)
|
|
(72
|
)
|
|||
Less income tax effect
|
(528
|
)
|
|
518
|
|
|
95
|
|
|||
Net actuarial loss amortization
|
600
|
|
|
462
|
|
|
341
|
|
|||
Prior service credit amortization
|
(28
|
)
|
|
(27
|
)
|
|
(28
|
)
|
|||
Less income tax effect
|
(76
|
)
|
|
(83
|
)
|
|
(74
|
)
|
|||
Total comprehensive income (loss)
|
(16,187
|
)
|
|
67,874
|
|
|
20,006
|
|
|||
Less comprehensive income attributable to noncontrolling interests:
|
|
|
|
|
|
||||||
Net earnings
|
3,067
|
|
|
3,993
|
|
|
2,637
|
|
|||
Foreign currency translation adjustment
|
(236
|
)
|
|
2,238
|
|
|
(2,057
|
)
|
|||
Amounts attributable to noncontrolling interests
|
2,831
|
|
|
6,231
|
|
|
580
|
|
|||
Comprehensive income (loss) attributable to Guess?, Inc.
|
$
|
(19,018
|
)
|
|
$
|
61,643
|
|
|
$
|
19,426
|
|
|
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 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, $0.90 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(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, $0.90 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
|
Cumulative adjustment from adoption of new accounting guidance
|
—
|
|
|
—
|
|
|
—
|
|
|
5,829
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,829
|
|
|||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
14,099
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,067
|
|
|
17,166
|
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52,497
|
)
|
|
—
|
|
|
—
|
|
|
(236
|
)
|
|
(52,733
|
)
|
|||||||
Gain on derivative financial instruments designated as cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,368
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,368
|
|
|||||||
Actuarial valuation gain and related amortization, prior service credit amortization and foreign currency and other adjustments on defined benefit plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,012
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,012
|
|
|||||||
Issuance of common stock under stock compensation plans including tax effect
|
1,083,613
|
|
|
12
|
|
|
4,994
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,006
|
|
|||||||
Issuance of stock under Employee Stock Purchase Plan
|
43,737
|
|
|
—
|
|
|
283
|
|
|
—
|
|
|
—
|
|
|
(43,737
|
)
|
|
455
|
|
|
—
|
|
|
738
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
19,794
|
|
|
179
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,973
|
|
|||||||
Dividends, $0.90 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(74,533
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74,533
|
)
|
|||||||
Share repurchases
|
(1,118,808
|
)
|
|
(11
|
)
|
|
11
|
|
|
—
|
|
|
—
|
|
|
1,118,808
|
|
|
(17,587
|
)
|
|
—
|
|
|
(17,587
|
)
|
|||||||
Noncontrolling interest capital distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,069
|
)
|
|
(3,069
|
)
|
|||||||
Balance at February 2, 2019
|
81,379,660
|
|
|
$
|
814
|
|
|
$
|
523,331
|
|
|
$
|
1,077,747
|
|
|
$
|
(126,179
|
)
|
|
61,327,640
|
|
|
$
|
(638,486
|
)
|
|
$
|
16,418
|
|
|
$
|
853,645
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Feb 2, 2019
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
17,166
|
|
|
$
|
(3,901
|
)
|
|
$
|
25,398
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization of property and equipment
|
64,395
|
|
|
62,083
|
|
|
67,480
|
|
|||
Amortization of intangible assets
|
3,962
|
|
|
1,505
|
|
|
1,839
|
|
|||
Share-based compensation expense
|
19,973
|
|
|
18,852
|
|
|
16,908
|
|
|||
Unrealized forward contract
(gains) losses
|
(138
|
)
|
|
3,087
|
|
|
(3,157
|
)
|
|||
Deferred income taxes
|
5,422
|
|
|
23,802
|
|
|
408
|
|
|||
Net loss on disposal and impairment of property and equipment and long-term assets
|
7,267
|
|
|
6,891
|
|
|
11,809
|
|
|||
Other items, net
|
13,297
|
|
|
(7,832
|
)
|
|
3,495
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(41,519
|
)
|
|
(11,656
|
)
|
|
(10,805
|
)
|
|||
Inventories
|
(74,275
|
)
|
|
(28,120
|
)
|
|
(57,096
|
)
|
|||
Prepaid expenses and other assets
|
(27,042
|
)
|
|
(429
|
)
|
|
(1,839
|
)
|
|||
Accounts payable and accrued expenses
|
84,531
|
|
|
69,299
|
|
|
19,054
|
|
|||
Deferred rent and lease incentives
|
6,339
|
|
|
1,221
|
|
|
3,117
|
|
|||
Other long-term liabilities
|
2,301
|
|
|
13,568
|
|
|
(4,871
|
)
|
|||
Net cash provided by operating activities
|
81,679
|
|
|
148,370
|
|
|
71,740
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(108,117
|
)
|
|
(84,655
|
)
|
|
(90,581
|
)
|
|||
Proceeds from sale of long-term assets
|
—
|
|
|
1,052
|
|
|
43,399
|
|
|||
Changes in other assets
|
—
|
|
|
753
|
|
|
—
|
|
|||
Acquisition of businesses, net of cash acquired
|
(6,404
|
)
|
|
(4,850
|
)
|
|
(2,068
|
)
|
|||
Net cash settlement of forward contracts
|
1,444
|
|
|
(2,150
|
)
|
|
266
|
|
|||
Purchases of investments
|
(10,451
|
)
|
|
(497
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(123,528
|
)
|
|
(90,347
|
)
|
|
(48,984
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Payment of debt issuance costs
|
—
|
|
|
—
|
|
|
(111
|
)
|
|||
Proceeds from borrowings
|
22,728
|
|
|
166
|
|
|
21,500
|
|
|||
Repayment of borrowings and capital lease obligations
|
(25,007
|
)
|
|
(1,633
|
)
|
|
(4,747
|
)
|
|||
Dividends paid
|
(73,594
|
)
|
|
(76,057
|
)
|
|
(76,503
|
)
|
|||
Purchase of redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
(4,445
|
)
|
|||
Noncontrolling interest capital contribution
|
—
|
|
|
962
|
|
|
2,157
|
|
|||
Noncontrolling interest capital distribution
|
(3,069
|
)
|
|
(1,358
|
)
|
|
(2,759
|
)
|
|||
Issuance of common stock, net of tax withholdings on vesting of stock awards
|
5,744
|
|
|
(690
|
)
|
|
(594
|
)
|
|||
Purchase of treasury stock
|
(23,620
|
)
|
|
(50,127
|
)
|
|
(3,532
|
)
|
|||
Net cash used in financing activities
|
(96,818
|
)
|
|
(128,737
|
)
|
|
(69,034
|
)
|
|||
Effect of exchange rates on cash, cash equivalents and restricted cash
|
(18,020
|
)
|
|
40,746
|
|
|
(2,071
|
)
|
|||
Net change in cash, cash equivalents and restricted cash
|
(156,687
|
)
|
|
(29,968
|
)
|
|
(48,349
|
)
|
|||
Cash, cash equivalents and restricted cash at the beginning of the year
|
367,682
|
|
|
397,650
|
|
|
445,999
|
|
|||
Cash, cash equivalents and restricted cash at the end of the year
|
$
|
210,995
|
|
|
$
|
367,682
|
|
|
$
|
397,650
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow data:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
2,731
|
|
|
$
|
2,078
|
|
|
$
|
1,225
|
|
Income taxes paid
|
$
|
40,772
|
|
|
$
|
26,907
|
|
|
$
|
24,869
|
|
|
|
|
|
|
|
||||||
Non-cash investing and financing activity:
|
|
|
|
|
|
||||||
Assets acquired under capital lease obligations
|
$
|
1,172
|
|
|
$
|
18,502
|
|
|
$
|
—
|
|
Building and building improvements
|
10 to 39 years
|
Furniture, fixtures and equipment
|
2 to 10 years
|
Purchased intangibles
|
2 to 20 years
|
|
Feb 2, 2019
|
|
Feb 3, 2018
|
||||
Trade
|
$
|
314,651
|
|
|
$
|
290,478
|
|
Royalty
|
5,992
|
|
|
5,504
|
|
||
Other
|
9,892
|
|
|
13,233
|
|
||
|
330,535
|
|
|
309,215
|
|
||
Less allowances:
|
|
|
|
||||
Doubtful accounts
|
8,540
|
|
|
13,478
|
|
||
Markdowns
1
|
—
|
|
|
10,777
|
|
||
Sales returns
1
|
—
|
|
|
24,964
|
|
||
|
8,540
|
|
|
49,219
|
|
||
|
$
|
321,995
|
|
|
$
|
259,996
|
|
1
|
In fiscal 2018, the accounts receivable allowance included allowances for doubtful accounts, wholesale sales returns and wholesale markdowns. In accordance with the new revenue recognition standard adopted in fiscal 2019, wholesale sales returns and wholesale markdowns have been included in accrued expenses. Retail sales returns allowances are included in accrued expenses.
|
|
Feb 2, 2019
|
|
Feb 3, 2018
|
||||
Raw materials
|
$
|
881
|
|
|
$
|
604
|
|
Work in progress
|
162
|
|
|
16
|
|
||
Finished goods
|
467,854
|
|
|
427,684
|
|
||
|
$
|
468,897
|
|
|
$
|
428,304
|
|
|
Feb 2, 2019
|
|
Feb 3, 2018
|
||||
Land, buildings and improvements
|
$
|
52,039
|
|
|
$
|
54,035
|
|
Leasehold improvements
|
387,802
|
|
|
380,234
|
|
||
Furniture, fixtures and equipment
|
410,518
|
|
|
389,393
|
|
||
Construction in progress
|
18,844
|
|
|
16,555
|
|
||
Assets under capital leases
|
19,069
|
|
|
19,560
|
|
||
|
888,272
|
|
|
859,777
|
|
||
Less accumulated depreciation and amortization
|
572,714
|
|
|
565,523
|
|
||
|
$
|
315,558
|
|
|
$
|
294,254
|
|
|
Feb 2, 2019
|
|
Feb 3, 2018
|
||||
Aggregate carrying value of long-lived assets impaired
|
$
|
7,111
|
|
|
$
|
8,728
|
|
Less asset impairment charges
|
6,939
|
|
|
8,479
|
|
||
Aggregate remaining fair value of long-lived assets impaired
|
$
|
172
|
|
|
$
|
249
|
|
|
Americas Retail
|
|
Americas Wholesale
|
|
Europe
|
|
Asia
|
|
Total
|
||||||||||
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
|
|
|||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisition
|
—
|
|
|
—
|
|
|
857
|
|
|
—
|
|
|
857
|
|
|||||
Translation adjustments
|
(34
|
)
|
|
(6
|
)
|
|
(2,120
|
)
|
|
(106
|
)
|
|
(2,266
|
)
|
|||||
Goodwill balance at February 2, 2019
|
$
|
1,731
|
|
|
$
|
9,966
|
|
|
$
|
23,862
|
|
|
$
|
1,513
|
|
|
$
|
37,072
|
|
|
Feb 2, 2019
|
|
Feb 3, 2018
|
||||
Accrued compensation and benefits
|
$
|
64,543
|
|
|
$
|
73,815
|
|
Professional and legal fees
|
57,401
|
|
|
14,281
|
|
||
Allowance for sales returns
1
|
33,217
|
|
|
2,917
|
|
||
Sales and use taxes, property taxes and other indirect taxes
|
32,777
|
|
|
33,390
|
|
||
Allowance for markdowns
1
|
12,121
|
|
|
—
|
|
||
Accrued rent
|
9,000
|
|
|
8,039
|
|
||
Deferred royalties and other revenue
|
8,260
|
|
|
7,273
|
|
||
Loyalty programs
|
5,728
|
|
|
3,816
|
|
||
Construction costs
|
5,408
|
|
|
3,428
|
|
||
Gift cards
|
5,376
|
|
|
5,213
|
|
||
Income taxes
|
4,362
|
|
|
5,186
|
|
||
Advertising
|
1,503
|
|
|
9,677
|
|
||
Derivative financial instruments
|
77
|
|
|
16,487
|
|
||
Share repurchase
|
—
|
|
|
6,033
|
|
||
Other
|
12,619
|
|
|
11,007
|
|
||
|
$
|
252,392
|
|
|
$
|
200,562
|
|
1
|
In fiscal 2018, the allowances for doubtful accounts, wholesale sales returns and wholesale markdowns were included in accounts receivable. In fiscal 2019, as a result of the implementation of the revenue recognition guidance, the wholesale sales returns and wholesale markdowns have been included in accrued expenses.
|
|
Feb 2, 2019
|
|
Feb 3, 2018
|
||||
Mortgage debt, maturing monthly through January 2026
|
$
|
19,738
|
|
|
$
|
20,323
|
|
Capital lease obligations
|
16,702
|
|
|
18,589
|
|
||
Other
|
2,887
|
|
|
3,129
|
|
||
|
39,327
|
|
|
42,041
|
|
||
Less current installments
|
4,315
|
|
|
2,845
|
|
||
Long-term debt and capital lease obligations
|
$
|
35,012
|
|
|
$
|
39,196
|
|
|
Debt
|
|
Capital Lease
|
|
Total
|
||||||
Fiscal 2020
|
$
|
2,479
|
|
|
$
|
1,847
|
|
|
$
|
4,326
|
|
Fiscal 2021
|
1,660
|
|
|
2,014
|
|
|
3,674
|
|
|||
Fiscal 2022
|
659
|
|
|
2,042
|
|
|
2,701
|
|
|||
Fiscal 2023
|
682
|
|
|
2,017
|
|
|
2,699
|
|
|||
Fiscal 2024
|
764
|
|
|
1,984
|
|
|
2,748
|
|
|||
Thereafter
|
16,459
|
|
|
6,798
|
|
|
23,257
|
|
|||
Total principal payments
|
22,703
|
|
|
16,702
|
|
|
39,405
|
|
|||
Less unamortized debt issuance costs
|
78
|
|
|
—
|
|
|
78
|
|
|||
Total debt and capital lease obligations
|
$
|
22,625
|
|
|
$
|
16,702
|
|
|
$
|
39,327
|
|
|
|
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 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 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
|
)
|
Gains (losses) arising during the period
|
(52,497
|
)
|
|
10,962
|
|
|
—
|
|
|
1,516
|
|
|
(40,019
|
)
|
|||||
Reclassification to net earnings for losses realized
|
—
|
|
|
6,406
|
|
|
—
|
|
|
496
|
|
|
6,902
|
|
|||||
Net other comprehensive income (loss)
|
(52,497
|
)
|
|
17,368
|
|
|
—
|
|
|
2,012
|
|
|
(33,117
|
)
|
|||||
Balance at February 2, 2019
|
$
|
(119,546
|
)
|
|
$
|
2,999
|
|
|
$
|
—
|
|
|
$
|
(9,632
|
)
|
|
$
|
(126,179
|
)
|
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 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 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 2, 2019 |
|
Year Ended
Feb 3, 2018 |
|
Year Ended
Jan 28, 2017 |
|
|||||||
Derivative financial instruments designated as cash flow hedges:
|
|
|
|
|
|
|
|
||||||
Foreign exchange currency contracts
|
$
|
7,020
|
|
|
$
|
(14
|
)
|
|
$
|
(3,518
|
)
|
|
Cost of product sales
|
Foreign exchange currency contracts
|
201
|
|
|
583
|
|
|
(301
|
)
|
|
Other income (expense)
|
|||
Interest rate swap
|
(103
|
)
|
|
87
|
|
|
216
|
|
|
Interest expense
|
|||
Less income tax effect
|
(712
|
)
|
|
(242
|
)
|
|
692
|
|
|
Income tax expense
|
|||
|
6,406
|
|
|
414
|
|
|
(2,911
|
)
|
|
|
|||
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
|
600
|
|
|
462
|
|
|
341
|
|
|
Other income (expense)
1
|
|||
Prior service credit amortization
|
(28
|
)
|
|
(27
|
)
|
|
(28
|
)
|
|
Other income (expense)
1
|
|||
Less income tax effect
|
(76
|
)
|
|
(83
|
)
|
|
(74
|
)
|
|
Income tax expense
|
|||
|
496
|
|
|
352
|
|
|
239
|
|
|
|
|||
Total reclassifications to net earnings (loss) for (gains) losses realized during the period
|
$
|
6,902
|
|
|
$
|
766
|
|
|
$
|
(2,656
|
)
|
|
|
1
|
During fiscal 2019, in accordance with the adoption of the guidance related to the presentation of net periodic pension costs, reclassification of these items are now included in other income (expense). Refer to Note
2
for further information.
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Feb 2, 2019
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
16,495
|
|
|
$
|
34,181
|
|
|
$
|
8,212
|
|
Deferred
|
4,543
|
|
|
21,595
|
|
|
(636
|
)
|
|||
State:
|
|
|
|
|
|
||||||
Current
|
1,408
|
|
|
1,903
|
|
|
2,537
|
|
|||
Deferred
|
1,532
|
|
|
217
|
|
|
(1,000
|
)
|
|||
Foreign:
|
|
|
|
|
|
||||||
Current
|
3,385
|
|
|
7,333
|
|
|
17,055
|
|
|||
Deferred
|
2,179
|
|
|
8,943
|
|
|
2,044
|
|
|||
Total
|
$
|
29,542
|
|
|
$
|
74,172
|
|
|
$
|
28,212
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|||
|
Feb 2, 2019
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
|||
Computed “expected” tax rate
|
21.0
|
%
|
|
33.7
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
1.1
|
%
|
|
2.4
|
%
|
|
1.9
|
%
|
Non-U.S. tax expense higher (lower) than federal statutory tax rate
1
|
24.2
|
%
|
|
(10.5
|
%)
|
|
(2.9
|
%)
|
Tax Reform - repatriation tax adjustment
2,5
|
(41.8
|
%)
|
|
32.8
|
%
|
|
—
|
%
|
Tax Reform - deferred tax adjustment
|
—
|
%
|
|
35.4
|
%
|
|
—
|
%
|
Cumulative valuation reserve
3
|
—
|
%
|
|
—
|
%
|
|
12.7
|
%
|
Valuation reserve
4
|
0.5
|
%
|
|
12.9
|
%
|
|
10.9
|
%
|
Unrecognized tax liabilities (benefits)
5
|
51.3
|
%
|
|
0.8
|
%
|
|
1.0
|
%
|
Share-based compensation
6
|
0.2
|
%
|
|
1.5
|
%
|
|
—
|
%
|
Net tax settlements
|
—
|
%
|
|
—
|
%
|
|
3.5
|
%
|
Sale of minority interest investment
|
—
|
%
|
|
—
|
%
|
|
(4.3
|
%)
|
Estimated exit tax charge
|
—
|
%
|
|
—
|
%
|
|
3.5
|
%
|
Prior year tax adjustments
|
0.3
|
%
|
|
0.7
|
%
|
|
(4.4
|
%)
|
Non-deductible permanent differences
|
16.5
|
%
|
|
(4.1
|
%)
|
|
(4.3
|
%)
|
Foreign derived intangible income
|
(10.2
|
%)
|
|
—
|
%
|
|
—
|
%
|
Other
|
0.1
|
%
|
|
—
|
%
|
|
—
|
%
|
Effective tax rate
|
63.2
|
%
|
|
105.6
|
%
|
|
52.6
|
%
|
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 due to lower U.S. taxes resulting from the Tax Reform and the mix of earnings in foreign jurisdictions.
|
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. During the third quarter of fiscal 2019, the Company completed the preparation of its U.S. federal tax return for fiscal 2018 and concluded, based on the additional information that had become available, that no transition tax was due with respect to the Tax Reform. As a result, during the third quarter of fiscal 2019, the Company reversed a portion of provisional amounts initially recorded during the three months ended February 3, 2018 and recorded a benefit of
$19.6 million
.
|
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 the fourth quarter of fiscal 2019, the Company concluded based on additional regulatory guidance issued during the quarter related to the Tax Reform, that the Company would owe transition taxes if proposed legislation that clarifies existing tax regulation with respect to the dividends received deduction calculation is passed into law. As a result, during the three months ended February 2, 2019, the Company recorded additional charges due to the Tax Reform of
$25.8 million
as an uncertain tax position.
|
6
|
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 2, 2019
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||||
Operations
1
|
$
|
29,542
|
|
|
$
|
74,172
|
|
|
$
|
28,212
|
|
Stockholders’ equity
1
|
3,006
|
|
|
(3,173
|
)
|
|
1,782
|
|
|||
Total income tax expense
|
$
|
32,548
|
|
|
$
|
70,999
|
|
|
$
|
29,994
|
|
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
$0.1 million
and
$1.3 million
in the Company’s income tax expense during fiscal 2019 and 2018, respectively.
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Feb 2, 2019
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||||
Derivative financial instruments designated as cash flow hedges
|
$
|
2,402
|
|
|
$
|
(2,738
|
)
|
|
$
|
(864
|
)
|
Marketable securities
|
—
|
|
|
—
|
|
|
6
|
|
|||
Defined benefit plans
|
604
|
|
|
(435
|
)
|
|
(21
|
)
|
|||
Total income tax expense (benefit)
1
|
$
|
3,006
|
|
|
$
|
(3,173
|
)
|
|
$
|
(879
|
)
|
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 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 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 2, 2019
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||||
Domestic operations
|
$
|
97,885
|
|
|
$
|
39,112
|
|
|
$
|
32,944
|
|
Foreign operations
|
(51,177
|
)
|
|
31,159
|
|
|
20,666
|
|
|||
Earnings before income tax expense and noncontrolling interests
|
$
|
46,708
|
|
|
$
|
70,271
|
|
|
$
|
53,610
|
|
|
Feb 2, 2019
|
|
Feb 3, 2018
|
||||
Deferred tax assets:
|
|
|
|
|
|||
Net operating losses
|
$
|
23,212
|
|
|
$
|
19,859
|
|
Defined benefit plans
|
12,883
|
|
|
13,155
|
|
||
Deferred compensation
|
9,823
|
|
|
10,721
|
|
||
Rent expense
|
7,114
|
|
|
7,651
|
|
||
Fixed asset basis
|
6,638
|
|
|
10,704
|
|
||
Deferred income
|
4,373
|
|
|
7,141
|
|
||
Accrued bonus
|
2,208
|
|
|
251
|
|
||
Account receivable/return reserve
|
2,009
|
|
|
1,926
|
|
||
Bad debt reserve
|
1,933
|
|
|
2,529
|
|
||
Uniform capitalization
|
1,419
|
|
|
974
|
|
||
Inventory valuation
|
1,339
|
|
|
3,005
|
|
||
Lease incentives
|
1,337
|
|
|
1,814
|
|
||
Other
|
18,883
|
|
|
25,521
|
|
||
Total deferred tax assets
|
93,171
|
|
|
105,251
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Goodwill amortization
|
(2,267
|
)
|
|
(2,303
|
)
|
||
Excess of tax over book depreciation/amortization
|
(101
|
)
|
|
(135
|
)
|
||
Other
|
(769
|
)
|
|
(4,517
|
)
|
||
Valuation allowance
|
(32,810
|
)
|
|
(32,601
|
)
|
||
Net deferred tax assets
1
|
$
|
57,224
|
|
|
$
|
65,695
|
|
1
|
As of
February 2, 2019
, there were
no
amounts included for net deferred tax liabilities recorded in other long-term liabilities in the Company’s consolidated balance sheet. There were
$2.7 million
net deferred tax liabilities recorded in other long-term liabilities in the Company’s consolidated balance sheet at
February 3, 2018
.
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Feb 2, 2019
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||||
Beginning balance
|
$
|
16,771
|
|
|
$
|
12,983
|
|
|
$
|
12,585
|
|
Additions:
|
|
|
|
|
|
||||||
Tax positions related to the prior year
|
25,822
|
|
|
3,129
|
|
|
667
|
|
|||
Tax positions related to the current year
|
267
|
|
|
222
|
|
|
106
|
|
|||
Reductions:
|
|
|
|
|
|
||||||
Tax positions related to the prior year
|
(2,934
|
)
|
|
(355
|
)
|
|
(286
|
)
|
|||
Tax positions related to the current year
|
(449
|
)
|
|
(303
|
)
|
|
—
|
|
|||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|||
Expiration of statutes of limitations
|
—
|
|
|
(206
|
)
|
|
—
|
|
|||
Foreign currency translation
|
(726
|
)
|
|
1,301
|
|
|
(89
|
)
|
|||
Ending balance
|
$
|
38,751
|
|
|
$
|
16,771
|
|
|
$
|
12,983
|
|
|
Year Ended February 2, 2019
|
||||||||||
|
SERP
|
|
Foreign Pension
Plans
|
|
Total
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
3,039
|
|
|
$
|
3,039
|
|
Interest cost
|
1,887
|
|
|
225
|
|
|
2,112
|
|
|||
Expected return on plan assets
|
—
|
|
|
(303
|
)
|
|
(303
|
)
|
|||
Net amortization of unrecognized prior service credit
|
—
|
|
|
(28
|
)
|
|
(28
|
)
|
|||
Net amortization of actuarial losses
|
187
|
|
|
413
|
|
|
600
|
|
|||
Net periodic defined benefit pension cost
|
$
|
2,074
|
|
|
$
|
3,346
|
|
|
$
|
5,420
|
|
|
|
|
|
|
|
||||||
Unrecognized prior service credit charged to comprehensive income (loss)
|
$
|
—
|
|
|
$
|
(28
|
)
|
|
$
|
(28
|
)
|
Unrecognized net actuarial loss charged to comprehensive income (loss)
|
187
|
|
|
413
|
|
|
600
|
|
|||
Net actuarial gain (losses)
|
2,787
|
|
|
(1,054
|
)
|
|
1,733
|
|
|||
Foreign currency and other adjustments
|
—
|
|
|
311
|
|
|
311
|
|
|||
Related tax impact
|
(686
|
)
|
|
82
|
|
|
(604
|
)
|
|||
Total periodic defined benefit pension cost and other charges to other comprehensive income (loss) and accumulated other comprehensive income (loss)
|
$
|
2,288
|
|
|
$
|
(276
|
)
|
|
$
|
2,012
|
|
|
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 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 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
|
)
|
|
Feb 2, 2019
|
|
Feb 3, 2018
|
||||||||||||||||||||
|
SERP
|
|
Foreign Pension
Plans |
|
Total
|
|
SERP
|
|
Foreign Pension
Plans |
|
Total
|
||||||||||||
Unrecognized prior service credit
|
$
|
—
|
|
|
$
|
(159
|
)
|
|
$
|
(159
|
)
|
|
$
|
—
|
|
|
$
|
(113
|
)
|
|
$
|
(113
|
)
|
Unrecognized net actuarial loss
|
6,480
|
|
|
5,293
|
|
|
11,773
|
|
|
9,454
|
|
|
4,889
|
|
|
14,343
|
|
||||||
Total included in accumulated other comprehensive loss
|
$
|
6,480
|
|
|
$
|
5,134
|
|
|
$
|
11,614
|
|
|
$
|
9,454
|
|
|
$
|
4,776
|
|
|
$
|
14,230
|
|
|
Feb 2, 2019
|
|
Feb 3, 2018
|
||||||||||||||||||||
|
SERP
|
|
Foreign Pension
Plans |
|
Total
|
|
SERP
|
|
Foreign Pension
Plans |
|
Total
|
||||||||||||
Projected benefit obligation
|
$
|
(52,162
|
)
|
|
$
|
(31,105
|
)
|
|
$
|
(83,267
|
)
|
|
$
|
(54,760
|
)
|
|
$
|
(26,409
|
)
|
|
$
|
(81,169
|
)
|
Plan assets at fair value
1
|
—
|
|
|
25,358
|
|
|
25,358
|
|
|
—
|
|
|
21,437
|
|
|
21,437
|
|
||||||
Net liability
2
|
$
|
(52,162
|
)
|
|
$
|
(5,747
|
)
|
|
$
|
(57,909
|
)
|
|
$
|
(54,760
|
)
|
|
$
|
(4,972
|
)
|
|
$
|
(59,732
|
)
|
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
$61.7 million
and
$64.5 million
as of
February 2, 2019
and
February 3, 2018
, 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 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
|
|
Service cost
|
—
|
|
|
3,039
|
|
|
3,039
|
|
|||
Interest cost
|
1,887
|
|
|
225
|
|
|
2,112
|
|
|||
Actuarial (gains) losses
|
(2,787
|
)
|
|
1,054
|
|
|
(1,733
|
)
|
|||
Contributions by plan participants
|
—
|
|
|
2,310
|
|
|
2,310
|
|
|||
Payments
|
(1,698
|
)
|
|
(1,824
|
)
|
|
(3,522
|
)
|
|||
Acquisition
|
—
|
|
|
1,539
|
|
|
1,539
|
|
|||
Foreign currency and other adjustments
|
—
|
|
|
(1,647
|
)
|
|
(1,647
|
)
|
|||
Balance at February 2, 2019
|
$
|
52,162
|
|
|
$
|
31,105
|
|
|
$
|
83,267
|
|
|
Plan Assets
|
||
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
|
|
Actual return on plan assets
|
252
|
|
|
Contributions by employer
|
3,308
|
|
|
Contributions by plan participants
|
2,310
|
|
|
Payments
|
(1,824
|
)
|
|
Acquisition
|
1,186
|
|
|
Foreign currency and other adjustments
|
(1,311
|
)
|
|
Balance at February 2, 2019
|
$
|
25,358
|
|
|
|
|
Operating Leases
|
|
|
||||||||||
|
Capital Lease
|
|
Non-Related
Parties
|
|
Related
Parties
|
|
Total
|
||||||||
Fiscal 2020
|
$
|
2,966
|
|
|
$
|
216,037
|
|
|
$
|
4,897
|
|
|
$
|
223,900
|
|
Fiscal 2021
|
2,966
|
|
|
181,577
|
|
|
2,492
|
|
|
187,035
|
|
||||
Fiscal 2022
|
2,765
|
|
|
155,700
|
|
|
260
|
|
|
158,725
|
|
||||
Fiscal 2023
|
2,665
|
|
|
129,734
|
|
|
—
|
|
|
132,399
|
|
||||
Fiscal 2024
|
2,535
|
|
|
100,127
|
|
|
—
|
|
|
102,662
|
|
||||
Thereafter
|
7,531
|
|
|
217,832
|
|
|
—
|
|
|
225,363
|
|
||||
Total minimum lease payments
|
$
|
21,428
|
|
|
$
|
1,001,007
|
|
|
$
|
7,649
|
|
|
$
|
1,030,084
|
|
Less interest
|
(4,726
|
)
|
|
|
|
|
|
|
|
|
|
||||
Capital lease obligations
|
16,702
|
|
|
|
|
|
|
|
|
|
|
||||
Less current portion
|
(1,847
|
)
|
|
|
|
|
|
|
|
|
|
||||
Long-term capital lease obligations
|
$
|
14,855
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
Year Ended
|
||||
|
Feb 2, 2019
|
|
Feb 3, 2018
|
||||
Beginning balance
|
$
|
5,590
|
|
|
$
|
4,452
|
|
Foreign currency translation adjustment
|
(737
|
)
|
|
187
|
|
||
Noncontrolling interest capital contribution
|
—
|
|
|
951
|
|
||
Ending balance
|
$
|
4,853
|
|
|
$
|
5,590
|
|
|
|
Quarterly Periods Ended
1
|
||||||||||||||
Year Ended February 2, 2019
|
|
May 5,
2018 |
|
Aug 4,
2018 |
|
Nov 3,
2018 |
|
Feb 2,
2019 |
||||||||
Net revenue
2
|
|
$
|
521,289
|
|
|
$
|
645,871
|
|
|
$
|
605,407
|
|
|
$
|
837,127
|
|
Gross profit
|
|
173,938
|
|
|
239,431
|
|
|
220,143
|
|
|
306,092
|
|
||||
Net earnings (loss)
|
|
(20,987
|
)
|
|
25,734
|
|
|
(12,816
|
)
|
|
25,235
|
|
||||
Net earnings (loss) attributable to Guess?, Inc.
|
|
(21,221
|
)
|
|
25,530
|
|
|
(13,442
|
)
|
|
23,232
|
|
||||
Net earnings (loss) per common share attributable to common stockholders
3,4,5,6,7,8,9
:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.27
|
)
|
|
$
|
0.32
|
|
|
$
|
(0.17
|
)
|
|
$
|
0.29
|
|
Diluted
|
|
$
|
(0.27
|
)
|
|
$
|
0.31
|
|
|
$
|
(0.17
|
)
|
|
$
|
0.28
|
|
|
|
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
|
|
(21,227
|
)
|
|
15,881
|
|
|
(1,662
|
)
|
|
3,107
|
|
||||
Net earnings attributable to Guess?, Inc.
|
|
(21,293
|
)
|
|
15,219
|
|
|
(2,860
|
)
|
|
1,040
|
|
||||
Net earnings per common share attributable to common stockholders
3,5,6,7,8,9
:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.26
|
)
|
|
$
|
0.18
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.01
|
)
|
Diluted
|
|
$
|
(0.26
|
)
|
|
$
|
0.18
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.01
|
)
|
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
|
Net revenue for the quarters in fiscal 2019 reflects the adoption of the new revenue recognition standard and is not presented comparable to the quarters in fiscal 2018.
|
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. In addition, holders of the Company’s restricted stock awards are not required to participate in losses of the Company. Therefore, in periods in which the Company reported a net loss, such losses were not allocated to these participating securities, and, as a result, basic and diluted net loss per share were the same in those periods.
|
4
|
On January 28, 2019, the Company announced the departure of its Chief Executive Officer and the terms of his separation. As a result, the company recorded
$5.2 million
in severance-related charges during the fourth quarter of fiscal
2019
. These charges are comprised of
$2.4 million
in cash related future severance payments and
$2.8 million
in non-cash stock-based compensation expenses representing the accelerated vesting of previously granted stock awards.
|
5
|
The Company recorded certain professional service and legal costs and related costs of
$3.8 million
,
$2.0 million
,
$0.1 million
and
$0.2 million
during the first, second, third and fourth quarters of fiscal 2019, respectively. The Company recorded
$0.5 million
of certain professional service and legal costs and related costs during the fourth quarter of fiscal
2018
. There were
no
certain professional service and legal costs and related costs during the first, second and third quarters of fiscal
2018
.
|
6
|
The Company recorded net gains on lease terminations of
$0.2 million
and
$0.3 million
during the first and fourth quarters of fiscal
2019
, respectively. There were
no
net gains (losses) on lease terminations recognized during the second or third quarters of fiscal
2019
. During the third and fourth quarters of fiscal 2018, the Company recorded net gains (losses) on lease terminations of
$(11.5) million
and
$0.1 million
, respectively. There were
no
net gains (losses) on lease terminations recognized during the first and second quarters of fiscal
2018
. Refer to Note 1 for further information regarding net gains (losses) on lease terminations.
|
7
|
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
$0.7 million
,
$3.0 million
,
$1.3 million
and
$1.9 million
, respectively, during the first, second, third and fourth quarters of fiscal
2019
, respectively. The Company also 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
. Refer to Note
5
for further detail regarding asset impairment charges.
|
8
|
During the third quarter of fiscal 2018, the Company recognized a charge of
€37.0 million
(
$42.4 million
) related to a fine expected to be imposed on the Company by the European Commission related to alleged violations of European Union competition rules by the Company. In December of fiscal 2019, the European Commission published its findings and levied a total fine of
€39.8 million
(
$45.6 million
), which the Company paid in the first quarter of fiscal 2020. As a result, during the fourth quarter of fiscal 2019, the Company recorded additional charges of
€2.8 million
(
$3.2 million
).
|
9
|
During the fourth quarter of fiscal 2018, the Company recognized additional tax expense of
$47.9 million
related to the enactment of the Tax Reform. Of these charges,
$24.9 million
related to reduction in deferred tax assets due to lower future U.S. corporate tax rates and
$23.0 million
related to the deemed repatriation of foreign earnings. During the quarter ended November 3, 2018, the Company revised the provisional amounts previously recorded related to the estimated amounts due related to deemed repatriation of foreign earnings, and recorded income tax benefits of
$6.3 million
. During the third quarter of fiscal 2019, the Company reversed a portion of provisional amounts initially recorded during the three months ended February 3, 2018 and recorded a benefit of
$19.6 million
. During the fourth quarter of fiscal 2019, the Company concluded based on additional regulatory guidance issued during the quarter, related to the Tax Reform, that the Company would owe transition taxes if proposed legislation that clarifies existing tax regulation with respect to the dividends received deduction calculation is passed into law. As a result, during the three months ended February 2, 2019, the Company recorded additional charges due to the Tax Reform of
$25.8 million
. Refer to Note
11
for further detail.
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Feb 2, 2019
1
|
|
Feb 3, 2018
1
|
|
Jan 28, 2017
1
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
Americas Retail
|
$
|
824,674
|
|
|
$
|
833,077
|
|
|
$
|
935,479
|
|
Americas Wholesale
|
170,812
|
|
|
150,366
|
|
|
146,260
|
|
|||
Europe
|
1,142,768
|
|
|
998,657
|
|
|
788,194
|
|
|||
Asia
|
388,246
|
|
|
308,899
|
|
|
248,601
|
|
|||
Licensing
2,3
|
83,194
|
|
|
72,755
|
|
|
71,919
|
|
|||
Total net revenue
2,3
|
$
|
2,609,694
|
|
|
$
|
2,363,754
|
|
|
$
|
2,190,453
|
|
Earnings (loss) from operations:
|
|
|
|
|
|
||||||
Americas Retail
2,4
|
$
|
27,532
|
|
|
$
|
(11,096
|
)
|
|
$
|
(13,752
|
)
|
Americas Wholesale
2,4
|
29,935
|
|
|
25,845
|
|
|
25,007
|
|
|||
Europe
4,5
|
58,298
|
|
|
94,545
|
|
|
65,068
|
|
|||
Asia
4
|
12,365
|
|
|
14,809
|
|
|
(1,392
|
)
|
|||
Licensing
2,3,4
|
72,986
|
|
|
63,538
|
|
|
61,472
|
|
|||
Total segment earnings from operations
|
201,116
|
|
|
187,641
|
|
|
136,403
|
|
|||
Corporate overhead
2,4
|
(96,805
|
)
|
|
(100,434
|
)
|
|
(71,867
|
)
|
|||
European Commission fine
6
|
(45,637
|
)
|
|
—
|
|
|
—
|
|
|||
Asset impairment charges
7
|
(6,939
|
)
|
|
(8,479
|
)
|
|
(34,385
|
)
|
|||
Net gains (losses) on lease terminations
8
|
477
|
|
|
(11,373
|
)
|
|
695
|
|
|||
Restructuring charges
9
|
—
|
|
|
—
|
|
|
(6,083
|
)
|
|||
Total earnings from operations
5
|
$
|
52,212
|
|
|
$
|
67,355
|
|
|
$
|
24,763
|
|
Capital expenditures:
|
|
|
|
|
|
||||||
Americas Retail
|
$
|
19,614
|
|
|
$
|
16,899
|
|
|
$
|
25,881
|
|
Americas Wholesale
|
376
|
|
|
1,303
|
|
|
3,320
|
|
|||
Europe
|
56,792
|
|
|
46,419
|
|
|
42,080
|
|
|||
Asia
|
23,458
|
|
|
12,111
|
|
|
13,869
|
|
|||
Licensing
|
—
|
|
|
—
|
|
|
20
|
|
|||
Corporate overhead
|
7,877
|
|
|
7,923
|
|
|
5,411
|
|
|||
Total capital expenditures
|
$
|
108,117
|
|
|
$
|
84,655
|
|
|
$
|
90,581
|
|
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 first quarter of fiscal 2019, the Company adopted a comprehensive new revenue recognition standard using a modified retrospective method that does not restate prior periods to be comparable to the current period presentation. The adoption of this guidance primarily impacted the presentation of advertising contributions received from the Company’s licensees and the related advertising expenditures incurred by the Company. The adoption of this guidance resulted in an increase in net royalty revenue within the Company’s Licensing segment of
$10.7 million
, as well as an increase in SG&A expenses in our Americas Retail, Americas Wholesale and Licensing segments as well as corporate overhead of
$3.9 million
,
$1.7 million
,
$1.1 million
and
$3.0 million
, respectively, during fiscal
2019
compared to the prior year. The net favorable impact on earnings from operations was approximately
$1.0 million
during fiscal
2019
compared to the prior year. Refer to Note 2 to the Condensed Consolidated Financial Statements for more information regarding the impact from the adoption of this new standard.
|
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 by geographic area has been adjusted for fiscal 2017 to conform.
|
4
|
During fiscal 2019, the Company changed the segment accountability for funds received from licensees on the Company’s purchases of its licensed products. These amounts were treated as a reduction of cost of product sales within the Licensing segment but now are considered in the results of the segments that control the respective purchases for purposes of segment performance evaluation. Accordingly, segment results for fiscal 2018 and fiscal 2017 have been adjusted to conform to the current period presentation.
|
5
|
During fiscal 2019, the Company adopted new authoritative guidance which requires that the non-service components of net periodic defined benefit pension cost be presented outside of earnings (loss) from operations. Accordingly, earnings from operations and segment results for fiscal 2018 and fiscal 2017 have been adjusted to conform to the current period presentation.
|
6
|
During fiscal 2019, the Company recognized a charge of
€39.8 million
(
$45.6 million
)
for a fine imposed by the European Commission related to alleged violations of European Union competition rules by the Company. The Company paid the full amount of the fine during the first quarter of fiscal 2020.
|
7
|
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.
|
8
|
During fiscal 2019, the Company recorded net gain on lease terminations related primarily to the early termination of certain lease agreements in North America. 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, 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.
|
9
|
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 2, 2019
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||||
Net product sales:
|
|
|
|
|
|
||||||
U.S.
|
$
|
722,794
|
|
|
$
|
709,155
|
|
|
$
|
801,623
|
|
Italy
|
304,435
|
|
|
289,981
|
|
|
251,709
|
|
|||
Canada
|
187,367
|
|
|
200,364
|
|
|
217,029
|
|
|||
South Korea
|
162,943
|
|
|
163,382
|
|
|
156,094
|
|
|||
Other foreign countries
|
1,148,961
|
|
|
928,117
|
|
|
692,079
|
|
|||
Total product sales
|
2,526,500
|
|
|
2,290,999
|
|
|
2,118,534
|
|
|||
Net royalties
1
|
83,194
|
|
|
72,755
|
|
|
71,919
|
|
|||
Net revenue
|
$
|
2,609,694
|
|
|
$
|
2,363,754
|
|
|
$
|
2,190,453
|
|
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 to conform to the current period presentation.
|
|
Feb 2, 2019
|
|
Feb 3, 2018
|
||||
Long-lived assets:
|
|
|
|
||||
U.S.
|
$
|
111,022
|
|
|
$
|
109,943
|
|
Italy
|
30,038
|
|
|
34,884
|
|
||
Canada
|
13,225
|
|
|
18,845
|
|
||
South Korea
|
9,437
|
|
|
9,584
|
|
||
Other foreign countries
|
222,727
|
|
|
187,214
|
|
||
Total long-lived assets
|
$
|
386,449
|
|
|
$
|
360,470
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
|
Feb 2, 2019
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||||
Net earnings (loss) attributable to Guess?, Inc.
|
$
|
14,099
|
|
|
$
|
(7,894
|
)
|
|
$
|
22,761
|
|
Less net earnings attributable to nonvested restricted stockholders
|
756
|
|
|
764
|
|
|
527
|
|
|||
Net earnings (loss) attributable to common stockholders
|
$
|
13,343
|
|
|
$
|
(8,658
|
)
|
|
$
|
22,234
|
|
|
|
|
|
|
|
||||||
Weighted average common shares used in basic computations
|
80,146
|
|
|
82,189
|
|
|
83,666
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options and restricted stock units
1
|
1,443
|
|
|
—
|
|
|
163
|
|
|||
Weighted average common shares used in diluted computations
|
81,589
|
|
|
82,189
|
|
|
83,829
|
|
|||
Net earnings (loss) per common share attributable to common stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.17
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.27
|
|
Diluted
|
$
|
0.16
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.27
|
|
|
|
|
|
|
|
||||||
Dividends declared per common share
|
$
|
0.90
|
|
|
$
|
0.90
|
|
|
$
|
0.90
|
|
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 2, 2019
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
||||||
Stock options
|
$
|
2,563
|
|
|
$
|
2,345
|
|
|
$
|
2,219
|
|
Stock awards/units
|
17,187
|
|
|
16,347
|
|
|
14,544
|
|
|||
ESPP
|
223
|
|
|
160
|
|
|
145
|
|
|||
Total share-based compensation expense
|
$
|
19,973
|
|
|
$
|
18,852
|
|
|
$
|
16,908
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|||
Valuation Assumptions
|
Feb 2, 2019
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
|||
Risk-free interest rate
|
2.3
|
%
|
|
1.5
|
%
|
|
1.0
|
%
|
Expected stock price volatility
|
46.1
|
%
|
|
37.1
|
%
|
|
35.4
|
%
|
Expected dividend yield
|
4.3
|
%
|
|
8.0
|
%
|
|
4.8
|
%
|
Expected life of stock options
|
4.4 years
|
|
|
4.4 years
|
|
|
4.2 years
|
|
|
Number of
Awards/Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Nonvested at February 3, 2018
|
2,464,566
|
|
|
$
|
13.66
|
|
Granted
|
1,203,501
|
|
|
$
|
20.81
|
|
Vested
|
(695,024
|
)
|
|
$
|
15.65
|
|
Forfeited
|
(340,874
|
)
|
|
$
|
16.45
|
|
Nonvested at February 2, 2019
|
2,632,169
|
|
|
$
|
16.04
|
|
|
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 February 3, 2018
|
1,300,921
|
|
|
$
|
14.01
|
|
|
388,477
|
|
|
$
|
12.28
|
|
Granted
|
496,500
|
|
|
$
|
21.84
|
|
|
129,932
|
|
|
$
|
20.28
|
|
Vested
|
(259,112
|
)
|
|
$
|
14.38
|
|
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(167,079
|
)
|
|
$
|
16.78
|
|
|
—
|
|
|
$
|
—
|
|
Nonvested at February 2, 2019
|
1,371,230
|
|
|
$
|
16.44
|
|
|
518,409
|
|
|
$
|
14.28
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|||
Valuation Assumptions
|
Feb 2, 2019
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
|||
Risk-free interest rate
|
2.6
|
%
|
|
1.4
|
%
|
|
0.9
|
%
|
Expected stock price volatility
|
42.1
|
%
|
|
39.7
|
%
|
|
36.2
|
%
|
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected life of market-based awards
|
2.6 years
|
|
|
2.8 years
|
|
|
2.8 years
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|||
Valuation Assumptions
|
Feb 2, 2019
|
|
Feb 3, 2018
|
|
Jan 28, 2017
|
|||
Risk-free interest rate
|
2.0
|
%
|
|
1.0
|
%
|
|
0.3
|
%
|
Expected stock price volatility
|
59.1
|
%
|
|
45.8
|
%
|
|
41.1
|
%
|
Expected dividend yield
|
4.6
|
%
|
|
7.6
|
%
|
|
6.2
|
%
|
Expected life of ESPP options
|
3 months
|
|
|
3 months
|
|
|
3 months
|
|
|
|
Fair Value Measurements at Feb 2, 2019
|
|
Fair Value Measurements at Feb 3, 2018
|
||||||||||||||||||||||||||||
Recurring Fair Value Measures
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign exchange currency contracts
|
|
$
|
—
|
|
|
$
|
4,690
|
|
|
$
|
—
|
|
|
$
|
4,690
|
|
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
51
|
|
Interest rate swap
|
|
—
|
|
|
1,033
|
|
|
—
|
|
|
1,033
|
|
|
—
|
|
|
1,460
|
|
|
—
|
|
|
$
|
1,460
|
|
|||||||
Total
|
|
$
|
—
|
|
|
$
|
5,723
|
|
|
$
|
—
|
|
|
$
|
5,723
|
|
|
$
|
—
|
|
|
$
|
1,511
|
|
|
$
|
—
|
|
|
$
|
1,511
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign exchange currency contracts
|
|
$
|
—
|
|
|
$
|
77
|
|
|
$
|
—
|
|
|
$
|
77
|
|
|
$
|
—
|
|
|
$
|
18,089
|
|
|
$
|
—
|
|
|
$
|
18,089
|
|
Deferred compensation obligations
|
|
—
|
|
|
14,405
|
|
|
—
|
|
|
14,405
|
|
|
—
|
|
|
13,476
|
|
|
—
|
|
|
13,476
|
|
||||||||
Total
|
|
$
|
—
|
|
|
$
|
14,482
|
|
|
$
|
—
|
|
|
$
|
14,482
|
|
|
$
|
—
|
|
|
$
|
31,565
|
|
|
$
|
—
|
|
|
$
|
31,565
|
|
|
|
Derivative
Balance Sheet
Location
|
|
Fair Value at Feb 2, 2019
|
|
Fair Value at Feb 3, 2018
|
||||
ASSETS:
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
|
Other current assets/
Other assets
|
|
$
|
4,058
|
|
|
$
|
41
|
|
Interest rate swap
|
|
Other assets
|
|
1,033
|
|
|
1,460
|
|
||
Total derivatives designated as hedging instruments
|
|
|
|
5,091
|
|
|
1,501
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
|
Other current assets
|
|
632
|
|
|
10
|
|
||
Total
|
|
|
|
$
|
5,723
|
|
|
$
|
1,511
|
|
LIABILITIES:
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
|
Accrued expenses/
Other long-term liabilities
|
|
$
|
77
|
|
|
$
|
13,789
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
|
Accrued expenses
|
|
—
|
|
|
4,300
|
|
||
Total
|
|
|
|
$
|
77
|
|
|
$
|
18,089
|
|
|
Year Ended February 2, 2019
|
||||||||
|
Gain (Loss) Recognized in OCI
|
|
Location of Gain (Loss) Reclassified from Accumulated OCI into Earnings
1
|
|
Gain (Loss) Reclassified from Accumulated OCI into Earnings
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
$
|
12,973
|
|
|
Cost of product sales
|
|
$
|
(7,020
|
)
|
Foreign exchange currency contracts
|
2
|
|
|
Other income (expense)
|
|
(201
|
)
|
||
Interest rate swap
|
(324
|
)
|
|
Interest expense
|
|
103
|
|
|
Year Ended February 3, 2018
|
||||||||||||
|
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
|
||||||
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
|
)
|
|
Year Ended January 28, 2017
|
||||||||
|
Gain
Recognized in OCI
|
|
Location of Gain (Loss) Reclassified from Accumulated OCI into Earnings
1
|
|
Gain (Loss) Reclassified from Accumulated OCI into Earnings
|
||||
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
|
)
|
1
|
The Company recognized gains of
$3.5 million
, $
2.7 million
and $
0.9 million
resulting from the ineffective portion related to foreign exchange currency contracts in interest income during fiscal
2019
, fiscal
2018
and fiscal
2017
, respectively. There was
no
ineffectiveness recognized related to the interest rate swap during fiscal
2019
, fiscal
2018
, or 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 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 2, 2019
|
|
Year Ended Feb 3, 2018
|
||||
Beginning balance gain (loss)
|
$
|
(14,369
|
)
|
|
$
|
5,400
|
|
Net gains (losses) from changes in cash flow hedges
|
10,962
|
|
|
(20,408
|
)
|
||
Net losses reclassified to earnings (loss)
|
6,406
|
|
|
414
|
|
||
Net losses reclassified to retained earnings
1
|
—
|
|
|
225
|
|
||
Ending balance gain (loss)
|
$
|
2,999
|
|
|
$
|
(14,369
|
)
|
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 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 2, 2019
|
|
Year Ended Feb 3, 2018
|
|
Year Ended Jan 28, 2017
|
|||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange currency contracts
|
|
Other income (expense)
|
|
$
|
6,785
|
|
|
$
|
(10,511
|
)
|
|
$
|
2,427
|
|
Interest rate swap
|
|
Other income (expense)
|
|
—
|
|
|
—
|
|
|
38
|
|
|
Balance at
Beginning of Period |
|
Costs
Charged to Expenses |
|
Deductions and
Write-offs |
|
Balance
at End of Period |
||||||||
Description
|
|
|
|
|
|
|
|
||||||||
As of February 2, 2019
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
13,478
|
|
|
$
|
2,661
|
|
|
$
|
(7,599
|
)
|
|
$
|
8,540
|
|
Allowance for markdowns
1
|
10,777
|
|
|
56,697
|
|
|
(55,353
|
)
|
|
12,121
|
|
||||
Allowance for sales returns
1
|
27,881
|
|
|
62,293
|
|
|
(56,957
|
)
|
|
33,217
|
|
||||
Total
|
$
|
52,136
|
|
|
$
|
121,651
|
|
|
$
|
(119,909
|
)
|
|
$
|
53,878
|
|
As of February 3, 2018
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
13,810
|
|
|
$
|
9,447
|
|
|
$
|
(9,779
|
)
|
|
$
|
13,478
|
|
Allowance for markdowns
1
|
2,944
|
|
|
42,485
|
|
|
(34,652
|
)
|
|
10,777
|
|
||||
Allowance for sales returns
1
|
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
|
$
|
13,285
|
|
|
$
|
7,370
|
|
|
$
|
(6,845
|
)
|
|
$
|
13,810
|
|
Allowance for markdowns
1
|
2,196
|
|
|
32,679
|
|
|
(31,931
|
)
|
|
2,944
|
|
||||
Allowance for sales returns
1
|
20,513
|
|
|
74,278
|
|
|
(73,900
|
)
|
|
20,891
|
|
||||
Total
|
$
|
35,994
|
|
|
$
|
114,327
|
|
|
$
|
(112,676
|
)
|
|
$
|
37,645
|
|
1
|
During the first quarter of fiscal 2019, the Company adopted a new revenue recognition standard on a modified retrospective basis which changed the presentation of allowances for wholesale sales returns and wholesale markdowns to be classified within accrued expenses rather than as a reduction to accounts receivable. During fiscal 2018 and 2017, these amounts were reported as reductions to accounts receivable. Retail sales returns are reported as accrued expenses.
|
|
Guess?, Inc.
|
|
|
By:
|
/s/ CARLOS ALBERINI
|
|
|
Carlos Alberini
Chief Executive Officer |
|
Date:
|
March 29, 2019
|
/s/ CARLOS ALBERINI
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
March 29, 2019
|
Carlos Alberini
|
|
||
|
|
|
|
/s/
S
ANDEEP
R
EDDY
|
|
Chief Financial Officer
(Principal Financial Officer and
Chief Accounting Officer)
|
March 29, 2019
|
Sandeep Reddy
|
|
||
|
|
|
|
/s/
P
AUL
M
ARCIANO
|
|
Chief Creative Officer and Director
|
March 29, 2019
|
Paul Marciano
|
|
||
|
|
|
|
/s/
M
AURICE
M
ARCIANO
|
|
Chairman and Director
|
March 29, 2019
|
Maurice Marciano
|
|
||
|
|
|
|
/s/
G
IANLUCA
B
OLLA
|
|
Director
|
March 29, 2019
|
Gianluca Bolla
|
|
||
|
|
|
|
/s/
A
NTHONY
C
HIDONI
|
|
Director
|
March 29, 2019
|
Anthony Chidoni
|
|
||
|
|
|
|
/s/
L
AURIE
A
NN
G
OLDMAN
|
|
Director
|
March 29, 2019
|
Laurie Ann Goldman
|
|
||
|
|
|
|
/s/
J
OSEPH
G
ROMEK
|
|
Director
|
March 29, 2019
|
Joseph Gromek
|
|
||
|
|
|
|
/s/
D
EBORAH
W
EINSWIG
|
|
Director
|
March 29, 2019
|
Deborah Weinswig
|
|
||
|
|
|
|
/s/
A
LEX
Y
EMENIDJIAN
|
|
Director
|
March 29, 2019
|
Alex Yemenidjian
|
|
Exhibit
Number
|
|
Description
|
3.1
.
|
|
|
|
||
|
||
*
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.
|
|
|
*
10.36.
|
|
|
*
10.37.
|
|
|
*
10.38.
|
|
|
*
10.39.
|
|
|
|
||
|
||
|
||
|
||
|
||
†
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
|
1.
|
POSITION/DUTIES
.
|
“GRANTEE”
|
|
GUESS?, INC.
a Delaware corporation
|
|||
|
|
|
|||
|
|
|
|||
/s/
Carlos E. Alberini
|
|
|
|||
Signature
|
|
By:
|
/s/
Jason T. Miller
|
||
|
|
|
|||
Carlos E. Alberini
|
|
Print Name:
|
Jason T. Miller
|
||
Print Name
|
|
|
|||
|
|
Title:
|
Secretary
|
||
|
|
|
|
|
|
Signature of Spouse
|
|
Date
|
(2)
|
Subject to early termination if the Grantee’s employment terminates, or should a Change in Control occur, under certain circumstances. See Sections 5, 7 and 8 of the Terms and Sections 14 and 16 of the Plan for additional details regarding possible adjustments and acceleration of vesting.
|
1.
|
Vesting
.
|
2.
|
Limits on Exercise; Incentive Stock Option Status
.
|
•
|
|
Cumulative Exercisability
. To the extent that the Option is vested and exercisable, the Grantee has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or earlier termination of the Option.
|
|
|
|
•
|
|
No Fractional Shares
. Fractional share interests shall be disregarded but may be cumulated.
|
|
|
|
•
|
|
Minimum Exercise
. No fewer than 100 shares of Common Stock (subject to adjustment under Section 16 of the Plan) may be purchased at any one time, unless the number purchased is the total number at the time exercisable under the Option.
|
|
|
|
•
|
|
Nonqualified Stock Option
. The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.
|
3.
|
Continuance of Employment Required; No Employment/Service Commitment
.
|
4.
|
Method of Exercise of Option
.
|
•
|
|
;
|
|
|
|
•
|
|
payment in full for the Exercise Price of the shares to be purchased (a) in cash, cashier’s or bank check to the Company, or (b) (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Committee may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date, or (c) through a “cashless exercise” procedure by notice and third party payment in such manner as may be authorized by the Committee pursuant to Section 8(f) of the Plan;
|
|
|
|
•
|
|
any written statements or agreements required pursuant to Section 19(g) of the Plan; and
|
|
|
|
•
|
|
satisfaction of the tax withholding provisions of Section 19(a) of the Plan.
|
5.
|
Termination of Option upon a Termination of Grantee’s Employment
.
|
•
|
|
if the Grantee’s Service terminates due to his death, Disability (as defined in the Employment Agreement) or Retirement, then (a) the Grantee, his personal representative or beneficiary will have twelve (12) months from the Severance Date to exercise the Option (or any portion thereof) to the extent that it was exercisable on the Severance Date; provided that if the Grantee’s employment terminates as a result of Disability or Retirement and he dies during such 12-month period, his beneficiary will have one year from the date of the Grantee’s death to exercise the Option (or any portion thereof) to the extent it was vested on the Grantee’s Severance Date, (b) the Option, to the extent not exercisable on the Severance Date (after giving effect to any accelerated vesting provided for in
Section 1(B) or 1(C) in the circumstances), shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date (or, if applicable, the 12-month period following the Grantee’s subsequent death) and not exercised during such period, shall terminate at the close of business on the last day of such 12-month period.
|
|
|
|
•
|
|
if the Grantee’s Service terminates for any reason other than his death, Disability or Retirement, then (a) the Grantee will have sixty (60) days from the Severance Date to exercise the Option (or portion thereof) to the extent that it was exercisable on the Grantee’s Severance Date, (b) the Option, to the extent not exercisable on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the sixty (60) day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 60-day period.
|
6.
|
Non-Transferability
.
|
7.
|
Adjustments Upon Specified Events
.
|
8.
|
Change in Control
.
|
9.
|
Compliance
.
|
10.
|
Notices
.
|
11.
|
Failure to Enforce Not a Waiver
.
|
12.
|
Plan
.
|
13.
|
Entire Agreement
.
|
14.
|
Governing Law
.
|
15.
|
Electronic Delivery
.
|
16.
|
Effect of this Agreement
.
|
17.
|
Counterparts
.
|
18.
|
Committee’s Powers
.
|
19.
|
Section Headings
.
|
20.
|
Clawback Policy
.
|
1.
|
Definitions; Incorporation of Plan Terms
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan, except where a capitalized term is defined in the Executive Employment Agreement between the Company and the Grantee, dated January 27, 2019 (the “
Employment Agreement
”), and this Agreement indicates the definition used in the Employment Agreement shall apply for purposes of this Agreement as well. This Award and all rights of the Grantee under this Agreement are subject to, and the Grantee agrees to be bound by, all of the terms and conditions of the Plan, incorporated herein by this reference. Except as specifically provided in this Agreement, in the event of any conflict or inconsistency between the Plan and this Agreement, the Plan shall govern.
|
2.
|
Grant of Restricted Stock Units
. The Company hereby grants to the Grantee as of the Date of Grant (set forth above) a right to receive
150,000 shares
of the Company’s common stock subject to the terms, conditions, and restrictions set forth herein (the “
Restricted Stock Units
”). As used herein, the term “Restricted Stock Unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Company’s common stock, par value $0.01 per share (the “
Common Stock
”), solely for purposes of the Plan and this Agreement. The Restricted Stock Units shall be used solely as a device for the determination of the number of shares of Common Stock to be delivered to the Grantee pursuant to this Agreement. The Restricted Stock Units shall not be treated as property or as a trust fund of any kind. The Grantee shall have no rights as a stockholder of the Company, no dividend rights (except as expressly provided in Section 4 with respect to Dividend Equivalent Rights) and no voting rights with respect to the Restricted Stock Units and any shares of Common Stock underlying or issuable in respect of such Restricted Stock Units (“
Award Shares
”) until such shares of Common Stock are actually issued to and held of record by the Grantee. This Award is in complete satisfaction
|
3.
|
Vesting
. This Award shall be fully vested as of the Date of Grant; provided, however, that in the event the Grantee’s Service with the Company is terminated by the Grantee other than for “Good Reason” (as defined in the Employment Agreement) at any time prior to the first anniversary of the Date of Grant, this Award and the Restricted Stock Units subject hereto shall, regardless of the number of days the Grantee was employed by or provided services to the Company prior to the date of such termination of the Grantee’s Service, terminate and be cancelled as of the date of such termination of Service, and the Executive shall be required to immediately return the Award Shares issued in respect of such Restricted Stock Units to the Company (as to any such Award Shares theretofore sold, the Grantee shall be required to return to the Company the amount of the proceeds from the sale thereof) together with the amount of any dividends or other distributions theretofore received with respect to such Award Shares. Sections 14(a) and 14(b) of the Plan shall not apply to the Award. As used herein, the term “
Service
” means employment by the Company or a Subsidiary.
|
4.
|
Dividend Equivalents
. If a cash dividend is paid with respect to the Common Stock while any Restricted Stock Units subject to the Award are outstanding, the Grantee shall be credited with an amount in cash equal to the dividends the Grantee would have received if he had been the owner of the shares of Common Stock subject to such outstanding Restricted Stock Units; provided, however, that no amount shall be credited with respect to shares that have been delivered to the Grantee as of the applicable dividend record date. Any amounts credited under this Section 4 (“
Dividend Equivalents
”) shall be subject to the same terms and conditions as the Restricted Stock Units to which they relate and shall be paid (or, if applicable, be forfeited) at the same time as the Restricted Stock Units to which they relate.
|
5.
|
Delivery of Shares
. Except as otherwise provided in Section 7 below with respect to a Change in Control, the Company shall deliver or cause to be delivered to the Grantee the number of Award Shares subject to this Award on (or within three business days following) the Date of Grant. Any Dividend Equivalents described in Section 4 above related to such Award Shares shall be paid in cash at the same time as the delivery of the Award Shares under this Section 5.
|
6.
|
Adjustments Upon Specified Events
. Upon the occurrence of certain events relating to the Company’s Common Stock contemplated by Section 16(b) of the Plan, the Committee will make adjustments, if appropriate, in the number of Restricted Stock Units and the number and kind of securities subject to the Award.
|
7.
|
Change in Control
. Notwithstanding anything to the contrary in Section 3 or Section 5 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement):
|
A.
|
If a Change in Control occurs and the then-outstanding portion of this Award is
not
continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “
Successor Entity
”), the forfeiture provision set forth under Section 3 of this Award shall no longer apply
|
B.
|
If the then-outstanding portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the forfeiture provision set forth under Section 3 above shall continue to apply following such Change in Control, and the Award (to the extent not forfeited in accordance with Section 3) shall be settled as provided in Section 5 of this Agreement.
|
8.
|
Restrictions on Transfer
. The Grantee may not sell, assign, transfer, pledge, encumber or otherwise alienate, hypothecate or dispose of this Award or the Grantee’s right hereunder to receive Award Shares, except as otherwise provided in the Committee’s sole discretion consistent with the Plan and applicable securities laws.
|
9.
|
Taxes
.
|
A.
|
Subject to the Company’s ability to comply with applicable laws, rules, and regulations, and unless the Grantee has provided in advance of the applicable withholding event sufficient cash to cover the applicable withholding obligations, upon any distribution of shares of Common Stock in respect of the Award, the Company shall automatically reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value (at the time of such withholding, based on the last closing price (in regular trading) of a share of the Company’s common stock on the New York Stock Exchange available at the time of such withholding) to satisfy any withholding obligations (including both income tax and the Grantee’s portion of employment tax withholding obligations) of the Company or its Subsidiaries with respect to such distribution of shares. In the event that the Company cannot legally satisfy such withholding obligations by such reduction of shares, or in the event of a cash payment or any other withholding event in respect of the Award, the Company shall be entitled
|
B.
|
It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“
Code Section 409A
”) so as not to subject the Grantee to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Grantee.
|
C.
|
If the Grantee is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Grantee’s “separation from service” (as such term is defined for purposes of Code Section 409A), the Grantee shall not be entitled to any payment or benefit pursuant to this Award until the earlier of (i) the date which is six (6) months after the Grantee’s separation from service for any reason other than death, or (ii) the date of the Grantee’s death. The provisions of this Section 9(C) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to the Grantee upon or in the six (6) month period following the Grantee’s separation from service that are not so paid by reason of this Section 9(C) shall be paid (without interest, except as otherwise provided for in Section 7(A)) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Grantee’s separation from service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the Grantee’s death). For avoidance of doubt, Dividend Equivalents under Section 4 shall continue to be credited during the period of such six-month delay until the Restricted Stock Units are actually settled.
|
10.
|
Compliance
. The Grantee hereby agrees to cooperate with the Company, regardless of Grantee’s employment status with the Company, to the extent necessary for the Company to comply with applicable state and federal laws and regulations relating to the Restricted Stock Units.
|
11.
|
Notices
. Any notice required or permitted under this Agreement shall be deemed given when personally delivered, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Grantee either at the address on record with the Company or such other address as may be designated by Grantee in writing to the Company; or to the Company, Attention: Stock Plan Administration, 1444 South Alameda Street, Los Angeles, California 90021, or such other address as the Company may designate in writing to the Grantee.
|
12.
|
Failure to Enforce Not a Waiver
. The failure of the Company or the Grantee to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
|
13.
|
Governing Law
. This Agreement shall be governed by and construed according to the laws of the State of Delaware, without regard to Delaware or other laws that might cause other law to govern under applicable principles of conflicts of law. For purposes of litigating any dispute that arises under this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation shall be conducted in the courts of Los Angeles County, or the federal courts for the United States for the
Central District of California, and no other courts, where this Agreement is made and/or to be performed.
|
14.
|
Electronic Delivery
. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or future restricted stock or restricted stock units that may be awarded under the Plan by electronic means or request Grantee’s consent to participate in the Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
|
15.
|
Severability
. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
|
16.
|
Amendments
. This Agreement may be amended or modified at any time by an instrument in writing signed by both parties.
|
17.
|
Agreement Not a Contract of Employment
. Neither the grant of the Restricted Stock Units, this Agreement nor any other action taken in connection herewith shall constitute or be evidence of any agreement or understanding, express or implied, that the Grantee is an employee of the Company or any subsidiary of the Company.
|
18.
|
Committee’s Powers
. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee or, to the extent delegated, in its delegate pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan, including, without limitation, the right to make certain determinations and elections with respect to the Restricted Stock Units.
|
19.
|
Termination of this Agreement
. Upon termination of this Agreement, all rights of the Grantee hereunder shall cease.
|
20.
|
Clawback Policy
. This Award is subject to the terms of the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Award or any shares of Common Stock or other cash or property received with respect to the Award (including any value received from a disposition of the shares acquired in respect of the Award).
|
1.
|
Definitions; Incorporation of Plan Terms
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan, except where a capitalized term is defined in the Executive Employment Agreement between the Company and the Grantee, dated January 27, 2019 (the “
Employment Agreement
”), and this Agreement indicates the definition used in the Employment Agreement shall apply for purposes of this Agreement as well. This Award and all rights of the Grantee under this Agreement are subject to, and the Grantee agrees to be bound by, all of the terms and conditions of the Plan, incorporated herein by this reference. Except as specifically provided in this Agreement, in the event of any conflict or inconsistency between the Plan and this Agreement, the Plan shall govern.
|
2.
|
Grant of Restricted Stock Units
. The Company hereby grants to the Grantee as of the Date of Grant (set forth above) a right to receive
250,000
shares of the Company’s common stock subject to the terms, conditions, and restrictions set forth herein (the “
Restricted Stock Units
”). As used herein, the term “Restricted Stock Unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Company’s common stock, par value $0.01 per share (the “
Common Stock
”), solely for purposes of the Plan and this Agreement. The Restricted Stock Units shall be used solely as a device for the determination of the number of shares of Common Stock to eventually be delivered to the Grantee if such Restricted Stock Units vest pursuant to this Agreement. The Restricted Stock Units shall not be treated as property or as a trust fund of any kind. The Grantee shall have no rights as a stockholder of the Company, no dividend rights (except as expressly provided in Section 4 with respect to Dividend Equivalent Rights) and no voting rights with respect to the Restricted Stock Units and any shares of Common Stock underlying or issuable in respect of such Restricted Stock Units (“
Award Shares
”) until such shares of Common Stock are actually issued to and held of record by the Grantee.
|
3.
|
Vesting
.
|
A.
|
Subject to the performance condition set forth in Section 3(B) below and except as otherwise expressly provided in Sections 7 and 8 herein, this Award shall vest as to (i) 25% of the Restricted Stock Units on the first anniversary of the Date of Grant (the “
First Tranche
”),
(ii) 25% Restricted Stock Units on the second anniversary of the Date of Grant (the “
Second Tranche
”), (iii) 25% Restricted Stock Units on the third anniversary of the Date of Grant (the “
Third Tranche
”), and (iv) 25% Restricted Stock Units on the fourth anniversary of the Date of Grant (the “
Fourth Tranche
” and, together with the First Tranche, the Second Tranche and the Third Tranche, the “
Tranches
); provided that Grantee has been continuously in Service with the Company from the Date of Grant through each applicable vesting date. The applicable date on which each Tranche vests pursuant to the foregoing sentence is referred to as a “
Vesting Date
.” Except as specifically provided herein, employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting. As used herein, the term “
Service
” means employment by the Company or a Subsidiary (the date that the Grantee’s Service with the Company terminates is referred to as the “
Severance Date
”).
|
B.
|
No portion of this Award shall vest notwithstanding satisfaction of the continued Service requirement for vesting described in Section 3(A) above unless the Committee certifies, following the end of the Company’s 2020 fiscal year, that the Company achieved Total Company Revenues (as defined below) for the Company’s 2020 fiscal year (the “
Performance Period
”) equal to or above the level established by the Committee with respect to the Award in connection with the grant of the Award; provided, however, that if either a “Change in Control” (as defined in the Employment Agreement) or the death or “Disability” (as defined in the Employment Agreement) of the Grantee occurs before the last day of the Performance Period, the performance requirement of this Section 3(B) shall be deemed met as of the date of such event. If such performance requirement is not met (and no such Change in Control, death or Disability occurs before the last day of the Performance Period), this Award and the Restricted Stock Units subject hereto shall terminate and be cancelled as of the last day of the Performance Period.
|
C.
|
For purposes of this Award, “
Total Company Revenues
” means: the Company’s total revenues for the Performance Period as calculated in accordance with generally accepted accounting principles (“
GAAP
”), but adjusted to (i) exclude the financial statement impact of changes in accounting standards or methods that are implemented during the FY 2020 Performance Period in accordance with GAAP (to the extent not taken into account by the Committee when it established the goals) and (ii) eliminate the impact of currency fluctuations as and to the extent provided
|
4.
|
Dividend Equivalents
. If a cash dividend is paid with respect to the Common Stock while any Restricted Stock Units subject to the Award are outstanding, the Grantee shall be credited with an amount in cash equal to the dividends the Grantee would have received if he had been the owner of the shares of Common Stock subject to such outstanding Restricted Stock Units; provided, however, that no amount shall be credited with respect to shares that have been delivered to the Grantee as of the applicable dividend record date. Any amounts credited under this Section 4 (“
Dividend Equivalents
”) shall be subject to the same terms and conditions as the Restricted Stock Units to which they relate and shall vest and be paid (or, if applicable, be forfeited) at the same time as the Restricted Stock Units to which they relate.
|
5.
|
Delivery of Shares
. Except as otherwise provided in Section 8 below with respect to a Change in Control, the Company shall deliver or cause to be delivered to the Grantee the number of Award Shares subject to the First Tranche that vest pursuant to the terms hereof within ten days following certification by the Committee of the satisfaction of the performance criteria set forth in Section 3(B) (and in no event later than 74 days following the end of the Performance Period), the number of Award Shares subject to the Second Tranche that vest pursuant to the terms hereof on (or within three business days following) the second anniversary of the Date of Grant, the number of Award Shares subject to the Third Tranche that vest pursuant to the terms hereof on (or within three business days following) the third anniversary of the Date of Grant, and the number of Award Shares subject to the Fourth Tranche that vest pursuant to the terms hereof on (or within three business days following) the fourth anniversary of the Date of Grant. Any Dividend Equivalents described in Section 4 above related to such Award Shares shall be paid in cash at the same time as the delivery of the Award Shares under this Section 5. Notwithstanding the foregoing: (a) in the event of the Grantee’s death or Disability (as such term is defined for purposes of Section 409A of the Code), then such shares shall be settled as soon as administratively practicable after (and in all events within 90 days after) such event; and (b) in the event of the Grantee’s “separation from service” (as such term is defined for purposes of Code Section 409A) upon or within two years following a Section 409A Change in Control (as such term is defined in Section 8(A)), then such shares shall be settled as soon as administratively possible after (and in all events within ten days after) such event (subject to Section 10(C)).
|
6.
|
Adjustments Upon Specified Events
. Upon the occurrence of certain events relating to the Company’s Common Stock contemplated by Section 16(b) of the Plan, the Committee will make adjustments, if appropriate, in the number of Restricted Stock Units and the number and kind of securities subject to the Award.
|
7.
|
Effect of Certain Cessations of Service
.
|
A.
|
Death or Disability
. In the event of the Grantee’s “Disability” (as defined in the Employment Agreement) or death
while in Service before the fourth anniversary of the Date of Grant, the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, and any then-outstanding
|
B.
|
Termination without Cause or for Good Reason
. In the event that the Grantee’s employment by the Company is terminated (a) by the Company without “Cause” (as defined in the Employment Agreement), (b) by the Grantee for “Good Reason” (as defined in the Employment Agreement), or (c) upon expiration of the “Employment Term” (as defined in the Employment Agreement) then in effect by reason of the Company’s delivery of a non-renewal notice pursuant to Section 2 of the Employment Agreement if the Company did not have Cause to deliver such non-renewal notice, the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied and any then-outstanding Restricted Stock Units shall be deemed vested (subject to Section 3(B) of this Award); provided, however, that in the event such termination of employment occurs prior to the end of the Performance Period, this Award shall remain outstanding following the Severance Date until the end of the Performance Period and, if the performance condition set forth in Section 3(B) is satisfied, any then-outstanding Restricted Stock Units shall be deemed vested following certification by the Committee of the satisfaction of the performance criteria set forth in Section 3(B) and, if such performance condition is not satisfied, such Restricted Stock Units shall terminate and be cancelled. For purposes of clarity, any Restricted Stock Units that vest pursuant to the preceding sentence shall still be paid at the applicable time set forth in Section 5. Notwithstanding the foregoing, the accelerated vesting provisions of this Section 7(B) are subject to the Grantee’s satisfaction of the Release requirement of Section
|
C.
|
Other Termination of Service
. If the Grantee’s Service terminates for any other reason, this Award and the Restricted Stock Units subject hereto, to the extent outstanding and unvested as of the Severance Date, shall terminate and be cancelled as of the Severance Date. Sections 14(a) and 14(b) of the Plan shall not apply to the Award
|
8.
|
Change in Control
. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement):
|
A.
|
If a Change in Control occurs and the then-outstanding and unvested portion of this Award is
not
continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “
Successor Entity
”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “
Section 409A Change in Control
”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities.
|
B.
|
If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.
|
9.
|
Restrictions on Transfer
. The Grantee may not sell, assign, transfer, pledge, encumber or otherwise alienate, hypothecate or dispose of this Award or the Grantee’s right hereunder to receive Award Shares, except as otherwise provided in the Committee’s sole discretion consistent with the Plan and applicable securities laws.
|
10.
|
Taxes
.
|
A.
|
Subject to the Company’s ability to comply with applicable laws, rules, and regulations, and unless the Grantee has provided in advance of the applicable withholding event sufficient cash to cover the applicable withholding obligations, upon any distribution of shares of Common Stock in respect of the Award, the Company shall automatically reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value (at the time of such withholding, based on the last closing price (in regular trading) of a share of the Company’s common stock on the New York Stock Exchange available at the time of such withholding) to satisfy any withholding obligations (including both income tax and the Grantee’s portion of employment tax withholding obligations) of the Company or its Subsidiaries with respect to such distribution of shares. In the event that the Company cannot legally satisfy such withholding obligations by such reduction of shares, or in the event of a cash payment or any other withholding event in respect of the Award, the Company shall be entitled to require a cash payment by or on behalf of the Grantee and/or to deduct from other compensation payable to the Grantee any sums required by federal, state or local tax law to be withheld with respect to such distribution or payment.
|
B.
|
It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“
Code Section 409A
”) so as not to subject the Grantee to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Grantee.
|
C.
|
If the Grantee is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Grantee’s “separation from service” (as such term is defined for purposes of Code Section 409A), the Grantee shall not be entitled to any payment or benefit pursuant to this Award until the earlier of (i) the date which is six (6) months after the Grantee’s separation from service for any reason other than death, or (ii) the date of the Grantee’s death. The provisions of this Section 10(C) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to the Grantee upon or in the six (6) month period following the Grantee’s separation from service that are not so paid by reason of this Section 10(C) shall be paid (without interest, except as otherwise provided for in Section 8(A)) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Grantee’s separation from service (or, if
|
11.
|
Compliance
. The Grantee hereby agrees to cooperate with the Company, regardless of Grantee’s employment status with the Company, to the extent necessary for the Company to comply with applicable state and federal laws and regulations relating to the Restricted Stock Units.
|
12.
|
Notices
. Any notice required or permitted under this Agreement shall be deemed given when personally delivered, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Grantee either at the address on record with the Company or such other address as may be designated by Grantee in writing to the Company; or to the Company, Attention: Stock Plan Administration, 1444 South Alameda Street, Los Angeles, California 90021, or such other address as the Company may designate in writing to the Grantee.
|
13.
|
Failure to Enforce Not a Waiver
. The failure of the Company or the Grantee to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
|
14.
|
Governing Law
. This Agreement shall be governed by and construed according to the laws of the State of Delaware, without regard to Delaware or other laws that might cause other law to govern under applicable principles of conflicts of law. For purposes of litigating any dispute that arises under this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation shall be conducted in the courts of Los Angeles County, or the federal courts for the United States for the
Central District of California, and no other courts, where this Agreement is made and/or to be performed.
|
15.
|
Electronic Delivery
. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or future restricted stock or restricted stock units that may be awarded under the Plan by electronic means or request Grantee’s consent to participate in the Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
|
16.
|
Severability
. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
|
17.
|
Amendments
. This Agreement may be amended or modified at any time by an instrument in writing signed by both parties.
|
18.
|
Agreement Not a Contract of Employment
. Neither the grant of the Restricted Stock Units, this Agreement nor any other action taken in connection herewith shall constitute or be
|
19.
|
Committee’s Powers
. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee or, to the extent delegated, in its delegate pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan, including, without limitation, the right to make certain determinations and elections with respect to the Restricted Stock Units.
|
20.
|
Termination of this Agreement
. Upon termination of this Agreement, all rights of the Grantee hereunder shall cease.
|
21.
|
Clawback Policy
. This Award is subject to the terms of the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Award or any shares of Common Stock or other cash or property received with respect to the Award (including any value received from a disposition of the shares acquired in respect of the Award).
|
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? Bermuda Holdings, L.P.
|
|
Bermuda
|
|
100%
|
Guess? Brasil Comercio e Distribuicao S.A.
|
|
Brazil
|
|
60%
|
Guess? Canada Corporation
|
|
Canada
|
|
100%
|
Guess Canary Islands, S.L.
|
|
Spain
|
|
51%
|
Guess? CIS LLC
|
|
Russia
|
|
70%
|
Guess? Deutschland GmbH
|
|
Germany
|
|
100%
|
Guess Distribution CIS
|
|
Russia
|
|
100%
|
Guess Distribution RO S.R.L.
|
|
Romania
|
|
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? India Private Limited
|
|
India
|
|
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 Kazakhstan LLP
|
|
Kazakhstan
|
|
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 Cyprus Ltd.
|
|
Cyprus
|
|
100%
|
Guess Retail Czech Republic s.r.o.
|
|
Czech Republic
|
|
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 Turkey Perakende Satis Magazacilik Ve Ticaret Limited Sirketi
|
|
Turkey
|
|
100%
|
Guess Uruguay SRL
|
|
Uruguay
|
|
100%
|
Guess U.K. Limited
|
|
United Kingdom
|
|
100%
|
Guess? Value LLC
|
|
United States
|
|
100%
|
Guess.com, Inc.
|
|
United States
|
|
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, 2019
|
By:
|
/s/ CARLOS ALBERINI
|
|
|
|
Carlos Alberini
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, 2019
|
By:
|
/s/ SANDEEP REDDY
|
|
|
|
Sandeep Reddy
Chief Financial Officer
|
•
|
the Annual Report on Form 10-K of the Company for the period ended
February 2, 2019
, 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, 2019
|
By:
|
/s/ CARLOS ALBERINI
|
|
|
|
Carlos Alberini
Chief Executive Officer |
•
|
the Annual Report on Form 10-K of the Company for the period ended
February 2, 2019
, 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, 2019
|
By:
|
/s/ SANDEEP REDDY
|
|
|
|
Sandeep Reddy
Chief Financial Officer
|