|
Delaware
|
95-3679695
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
1444 South Alameda Street
|
|
Los Angeles,
|
California
|
90021
|
|
(Address of principal executive offices and zip code)
|
Title of each class
|
|
Trading symbol(s)
|
|
Name of each exchange on which registered
|
|
|
|
|
|
|
|
Common Stock, par value $0.01 per share
|
|
GES
|
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
|
|
|
|
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
|
|
|
|
|
|
|
Emerging growth company
|
☐
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
|
o
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GUESS?, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
|
|||||||
|
May 2, 2020
|
|
Feb 1, 2020
|
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
419,415
|
|
|
$
|
284,613
|
|
Accounts receivable, net
|
239,532
|
|
|
327,281
|
|
||
Inventories
|
392,490
|
|
|
393,129
|
|
||
Other current assets
|
58,961
|
|
|
59,212
|
|
||
Total current assets
|
1,110,398
|
|
|
1,064,235
|
|
||
Property and equipment, net
|
244,681
|
|
|
288,112
|
|
||
Goodwill
|
34,490
|
|
|
34,777
|
|
||
Deferred tax assets
|
58,777
|
|
|
63,555
|
|
||
Restricted cash
|
213
|
|
|
215
|
|
||
Operating lease right-of-use assets
|
778,030
|
|
|
851,990
|
|
||
Other assets
|
120,163
|
|
|
126,078
|
|
||
|
$
|
2,346,752
|
|
|
$
|
2,428,962
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current portion of borrowings and finance lease obligations
|
$
|
160,501
|
|
|
$
|
9,490
|
|
Accounts payable
|
214,937
|
|
|
232,761
|
|
||
Accrued expenses and other current liabilities
|
119,819
|
|
|
204,096
|
|
||
Current portion of operating lease liabilities
|
226,967
|
|
|
192,066
|
|
||
Total current liabilities
|
722,224
|
|
|
638,413
|
|
||
Convertible senior notes, net
|
250,176
|
|
|
247,363
|
|
||
Long-term debt and finance lease obligations
|
94,804
|
|
|
32,770
|
|
||
Long-term operating lease liabilities
|
659,947
|
|
|
714,079
|
|
||
Other long-term liabilities
|
128,878
|
|
|
130,259
|
|
||
|
1,856,029
|
|
|
1,762,884
|
|
||
Redeemable noncontrolling interests
|
3,934
|
|
|
4,731
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
|
|
|
|
||||
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 142,861,035 and 142,867,947 shares, outstanding 67,644,248 and 65,848,510 shares, as of May 2, 2020 and February 1, 2020, respectively
|
676
|
|
|
658
|
|
||
Paid-in capital
|
544,319
|
|
|
563,004
|
|
||
Retained earnings
|
973,006
|
|
|
1,130,409
|
|
||
Accumulated other comprehensive loss
|
(153,302
|
)
|
|
(139,910
|
)
|
||
Treasury stock, 75,216,787 and 77,019,437 shares as of May 2, 2020 and February 1, 2020, respectively
|
(893,045
|
)
|
|
(914,447
|
)
|
||
Guess?, Inc. stockholders’ equity
|
471,654
|
|
|
639,714
|
|
||
Nonredeemable noncontrolling interests
|
15,135
|
|
|
21,633
|
|
||
Total stockholders’ equity
|
486,789
|
|
|
661,347
|
|
||
|
$
|
2,346,752
|
|
|
$
|
2,428,962
|
|
GUESS?, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE LOSS
(in thousands)
(unaudited)
|
|||||||
|
Three Months Ended
|
||||||
|
May 2, 2020
|
|
May 4, 2019
|
||||
Net loss
|
$
|
(160,538
|
)
|
|
$
|
(20,581
|
)
|
Other comprehensive income (loss) (“OCI”):
|
|
|
|
|
|
||
Foreign currency translation adjustment
|
|
|
|
||||
Losses arising during the period
|
(18,499
|
)
|
|
(12,067
|
)
|
||
Derivative financial instruments designated as cash flow hedges
|
|
|
|
|
|
||
Gains arising during the period
|
3,536
|
|
|
4,436
|
|
||
Less income tax effect
|
(356
|
)
|
|
(572
|
)
|
||
Reclassification to net loss for gains realized
|
(1,988
|
)
|
|
(276
|
)
|
||
Less income tax effect
|
219
|
|
|
95
|
|
||
Defined benefit plans
|
|
|
|
|
|
||
Foreign currency and other adjustments
|
—
|
|
|
107
|
|
||
Less income tax effect
|
(1
|
)
|
|
(11
|
)
|
||
Net actuarial loss amortization
|
96
|
|
|
111
|
|
||
Prior service credit amortization
|
(16
|
)
|
|
(10
|
)
|
||
Less income tax effect
|
(9
|
)
|
|
(11
|
)
|
||
Total comprehensive loss
|
(177,556
|
)
|
|
(28,779
|
)
|
||
Less comprehensive income (loss) attributable to noncontrolling interests:
|
|
|
|
|
|
||
Net earnings (loss)
|
(2,872
|
)
|
|
793
|
|
||
Foreign currency translation adjustment
|
(3,626
|
)
|
|
310
|
|
||
Amounts attributable to noncontrolling interests
|
(6,498
|
)
|
|
1,103
|
|
||
Comprehensive loss attributable to Guess?, Inc.
|
$
|
(171,058
|
)
|
|
$
|
(29,882
|
)
|
GUESS?, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
|||||||
|
Three Months Ended
|
||||||
|
May 2, 2020
|
|
May 4, 2019
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net loss
|
$
|
(160,538
|
)
|
|
$
|
(20,581
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
17,024
|
|
|
18,598
|
|
||
Amortization of debt discount
|
2,599
|
|
|
213
|
|
||
Amortization of debt issuance costs
|
307
|
|
|
41
|
|
||
Share-based compensation expense
|
5,786
|
|
|
4,468
|
|
||
Forward contract gains
|
(1,102
|
)
|
|
(34
|
)
|
||
Net loss on impairment and disposition of property and equipment and long-term assets
|
53,483
|
|
|
2,250
|
|
||
Other items, net
|
9,951
|
|
|
82
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
84,667
|
|
|
68,482
|
|
||
Inventories
|
(7,894
|
)
|
|
(13,676
|
)
|
||
Prepaid expenses and other assets
|
1,059
|
|
|
(11,681
|
)
|
||
Operating lease assets and liabilities, net
|
27,704
|
|
|
89
|
|
||
Accounts payable and accrued expenses
|
(93,294
|
)
|
|
(145,077
|
)
|
||
Other long-term liabilities
|
(1,305
|
)
|
|
325
|
|
||
Net cash used in operating activities
|
(61,553
|
)
|
|
(96,501
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(5,973
|
)
|
|
(17,865
|
)
|
||
Proceeds from sale of long-term assets
|
257
|
|
|
—
|
|
||
Net cash settlement of forward contracts
|
—
|
|
|
162
|
|
||
Other investing activities
|
—
|
|
|
521
|
|
||
Net cash used in investing activities
|
(5,716
|
)
|
|
(17,182
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from borrowings
|
245,961
|
|
|
78,892
|
|
||
Repayments on borrowings and finance lease obligations
|
(31,884
|
)
|
|
(34,185
|
)
|
||
Proceeds from issuance of convertible senior notes
|
—
|
|
|
300,000
|
|
||
Proceeds from issuance of warrants
|
—
|
|
|
28,080
|
|
||
Purchase of convertible note hedges
|
—
|
|
|
(60,990
|
)
|
||
Convertible debt issuance costs
|
—
|
|
|
(4,246
|
)
|
||
Purchase of equity forward contracts
|
—
|
|
|
(68,000
|
)
|
||
Dividends paid
|
(958
|
)
|
|
(18,642
|
)
|
||
Issuance of common stock, net of tax withholdings on vesting of stock awards
|
(3,036
|
)
|
|
(622
|
)
|
||
Purchase of treasury stock
|
—
|
|
|
(201,564
|
)
|
||
Net cash provided by financing activities
|
210,083
|
|
|
18,723
|
|
||
Effect of exchange rates on cash, cash equivalents and restricted cash
|
(8,014
|
)
|
|
(2,579
|
)
|
||
Net change in cash, cash equivalents and restricted cash
|
134,800
|
|
|
(97,539
|
)
|
||
Cash, cash equivalents and restricted cash at the beginning of the year
|
284,828
|
|
|
210,995
|
|
||
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
419,628
|
|
|
$
|
113,456
|
|
|
|
|
|
||||
Supplemental cash flow data:
|
|
|
|
|
|
||
Interest paid
|
$
|
3,960
|
|
|
$
|
566
|
|
Income taxes paid, net of refunds
|
$
|
590
|
|
|
$
|
(232
|
)
|
|
|
|
|
||||
Non-cash investing and financing activity:
|
|
|
|
||||
Assets acquired under finance lease obligations
|
$
|
86
|
|
|
$
|
665
|
|
|
For the three months ended May 2, 2020
|
||||||||||||||||||||||||||||||||
|
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 February 1, 2020
|
65,848,510
|
|
|
$
|
658
|
|
|
$
|
563,004
|
|
|
$
|
1,130,409
|
|
|
$
|
(139,910
|
)
|
|
77,019,437
|
|
|
$
|
(914,447
|
)
|
|
$
|
21,633
|
|
|
$
|
661,347
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(157,666
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,872
|
)
|
|
(160,538
|
)
|
|||||||
Other comprehensive loss, net of income tax of ($147)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,392
|
)
|
|
—
|
|
|
—
|
|
|
(3,626
|
)
|
|
(17,018
|
)
|
|||||||
Issuance of common stock under stock compensation plans including tax effect
|
1,763,311
|
|
|
18
|
|
|
(24,264
|
)
|
|
—
|
|
|
—
|
|
|
(1,770,223
|
)
|
|
21,017
|
|
|
—
|
|
|
(3,229
|
)
|
|||||||
Issuance of stock under Employee Stock Purchase Plan
|
32,427
|
|
|
—
|
|
|
(192
|
)
|
|
—
|
|
|
—
|
|
|
(32,427
|
)
|
|
385
|
|
|
—
|
|
|
193
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
5,771
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,786
|
|
|||||||
Dividends, net of forfeitures on non-participating securities
|
—
|
|
|
—
|
|
|
—
|
|
|
248
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
248
|
|
|||||||
Balance at May 2, 2020
|
67,644,248
|
|
|
$
|
676
|
|
|
$
|
544,319
|
|
|
$
|
973,006
|
|
|
$
|
(153,302
|
)
|
|
75,216,787
|
|
|
$
|
(893,045
|
)
|
|
$
|
15,135
|
|
|
$
|
486,789
|
|
|
For the three months ended May 4, 2019
|
||||||||||||||||||||||||||||||||
|
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 February 2, 2019
|
81,379,660
|
|
|
$
|
814
|
|
|
$
|
523,331
|
|
|
$
|
1,077,747
|
|
|
$
|
(126,179
|
)
|
|
61,327,640
|
|
|
$
|
(638,486
|
)
|
|
$
|
16,418
|
|
|
$
|
853,645
|
|
Cumulative adjustment from adoption of new accounting guidance
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,684
|
)
|
|
1,981
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
297
|
|
|||||||
Net earnings (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,374
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
793
|
|
|
(20,581
|
)
|
|||||||
Other comprehensive income (loss), net of income tax of ($499)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,508
|
)
|
|
—
|
|
|
—
|
|
|
310
|
|
|
(8,198
|
)
|
|||||||
Issuance of common stock under stock compensation plans including tax effect
|
545,881
|
|
|
5
|
|
|
(3,042
|
)
|
|
—
|
|
|
—
|
|
|
(211,221
|
)
|
|
2,225
|
|
|
—
|
|
|
(812
|
)
|
|||||||
Issuance of stock under Employee Stock Purchase Plan
|
11,377
|
|
|
1
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
(11,377
|
)
|
|
120
|
|
|
—
|
|
|
190
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
4,440
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,468
|
|
|||||||
Dividends, net of forfeitures on non-participating securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,331
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,331
|
)
|
|||||||
Share repurchases
|
(10,264,052
|
)
|
|
(103
|
)
|
|
103
|
|
|
—
|
|
|
—
|
|
|
10,264,052
|
|
|
(201,564
|
)
|
|
—
|
|
|
(201,564
|
)
|
|||||||
Equity component value of convertible note issuance, net
|
—
|
|
|
—
|
|
|
42,324
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,324
|
|
|||||||
Sale of common stock warrant
|
—
|
|
|
—
|
|
|
28,080
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,080
|
|
|||||||
Purchase of convertible note hedge
|
—
|
|
|
—
|
|
|
(46,440
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,440
|
)
|
|||||||
Equity forward contract issuance
|
—
|
|
|
—
|
|
|
(68,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68,000
|
)
|
|||||||
Balance at May 4, 2019
|
71,672,866
|
|
|
$
|
717
|
|
|
$
|
480,865
|
|
|
$
|
1,036,386
|
|
|
$
|
(132,706
|
)
|
|
71,369,094
|
|
|
$
|
(837,705
|
)
|
|
$
|
17,521
|
|
|
$
|
565,078
|
|
(1)
|
Basis of Presentation and New Accounting Guidance
|
|
Balance Sheet Location
|
May 2, 2020
|
|
Feb 1, 2020
|
||||
Assets
|
|
|
|
|
||||
Operating
|
Operating lease right-of-use assets
|
$
|
778,030
|
|
|
$
|
851,990
|
|
Finance
|
Property and equipment, net
|
15,159
|
|
|
15,972
|
|
||
Total lease assets
|
$
|
793,189
|
|
|
$
|
867,962
|
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Current:
|
|
|
|
|
||||
Operating
|
Current portion of operating lease liabilities
|
$
|
226,967
|
|
|
$
|
192,066
|
|
Finance
|
Current portion of borrowings and finance lease obligations
|
2,629
|
|
|
2,273
|
|
||
Noncurrent:
|
|
|
|
|
||||
Operating
|
Long-term operating lease liabilities
|
659,947
|
|
|
714,079
|
|
||
Finance
|
Long-term debt and finance lease obligations
|
13,222
|
|
|
14,262
|
|
||
Total lease liabilities
|
$
|
902,765
|
|
|
$
|
922,680
|
|
|
|
Three Months Ended
|
||||||
|
Income Statement Location
|
May 2, 2020
|
|
May 4, 2019
|
||||
Operating lease costs
|
Cost of product sales
|
$
|
55,369
|
|
|
$
|
58,816
|
|
Operating lease costs
|
Selling, general and administrative expenses
|
5,176
|
|
|
5,264
|
|
||
Finance lease costs
|
|
|
|
|
||||
Amortization of leased assets1
|
Cost of product sales
|
681
|
|
|
43
|
|
||
Amortization of leased assets1
|
Selling, general and administrative expenses
|
1,278
|
|
|
543
|
|
||
Interest on lease liabilities
|
Interest expense
|
282
|
|
|
287
|
|
||
Variable lease costs2
|
Cost of product sales
|
14,348
|
|
|
24,825
|
|
||
Variable lease costs2
|
Selling, general and administrative expenses
|
579
|
|
|
827
|
|
||
Short-term lease costs
|
Cost of product sales
|
239
|
|
|
—
|
|
||
Short-term lease costs
|
Selling, general and administrative expenses
|
1,789
|
|
|
212
|
|
||
Total lease costs
|
$
|
79,741
|
|
|
$
|
90,817
|
|
1
|
Amortization of leased assets related to finance leases are included in depreciation expense within cost of product sales or selling, general and administrative expenses depending on the nature of the asset in the Company’s condensed consolidated statements of loss.
|
2
|
During the three months ended May 2, 2020, variable lease costs included certain rent concessions granted related to the COVID-19 pandemic. Refer to Note 1 for further information.
|
Maturity of Lease Liabilities
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
20211
|
$
|
185,976
|
|
|
$
|
2,441
|
|
|
$
|
188,417
|
|
2022
|
198,951
|
|
|
3,660
|
|
|
202,611
|
|
|||
2023
|
164,949
|
|
|
3,251
|
|
|
168,200
|
|
|||
2024
|
136,666
|
|
|
3,072
|
|
|
139,738
|
|
|||
2025
|
95,606
|
|
|
2,289
|
|
|
97,895
|
|
|||
After 2025
|
189,303
|
|
|
4,867
|
|
|
194,170
|
|
|||
Total lease payments
|
971,451
|
|
|
19,580
|
|
|
991,031
|
|
|||
Less: Interest
|
84,537
|
|
|
3,729
|
|
|
88,266
|
|
|||
Present value of lease liabilities
|
$
|
886,914
|
|
|
$
|
15,851
|
|
|
$
|
902,765
|
|
1
|
Represents the maturity of lease liabilities for the remainder of fiscal 2021 and also includes rent payments that have been deferred due to the COVID-19 pandemic. This amount does not include payments made during the three months ended May 2, 2020.
|
|
Three Months Ended
|
||||||
Supplemental Cash Flow Information
|
May 2, 2020
|
|
May 4, 2019
|
||||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
|
||||
Operating cash flows from operating leases
|
$
|
32,618
|
|
|
$
|
62,082
|
|
New operating ROU assets obtained in exchange for lease liabilities
|
$
|
16,332
|
|
|
$
|
68,804
|
|
(3)
|
Loss per Share
|
1
|
For the three months ended May 2, 2020 and May 4, 2019, there were 484,674 and 1,052,518, respectively, of 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.
|
(4)
|
Stockholders’ Equity
|
|
Three Months Ended May 2, 2020
|
||||||||||||||
|
Foreign Currency Translation Adjustment
|
|
Derivative Financial Instruments Designated as Cash Flow Hedges
|
|
Defined Benefit Plans
|
|
Total
|
||||||||
Balance at February 1, 2020
|
$
|
(137,289
|
)
|
|
$
|
6,300
|
|
|
$
|
(8,921
|
)
|
|
$
|
(139,910
|
)
|
Gains (losses) arising during the period
|
(14,873
|
)
|
|
3,180
|
|
|
(1
|
)
|
|
(11,694
|
)
|
||||
Reclassification to net loss for (gains) losses realized
|
—
|
|
|
(1,769
|
)
|
|
71
|
|
|
(1,698
|
)
|
||||
Net other comprehensive income (loss)
|
(14,873
|
)
|
|
1,411
|
|
|
70
|
|
|
(13,392
|
)
|
||||
Balance at May 2, 2020
|
$
|
(152,162
|
)
|
|
$
|
7,711
|
|
|
$
|
(8,851
|
)
|
|
$
|
(153,302
|
)
|
|
Three Months Ended May 4, 2019
|
||||||||||||||
|
Foreign Currency Translation Adjustment
|
|
Derivative Financial Instruments Designated as Cash Flow Hedges
|
|
Defined Benefit Plans
|
|
Total
|
||||||||
Balance at February 2, 2019
|
$
|
(119,546
|
)
|
|
$
|
2,999
|
|
|
$
|
(9,632
|
)
|
|
$
|
(126,179
|
)
|
Cumulative adjustment reclassified from retained earnings due to adoption of new accounting guidance1
|
—
|
|
|
1,981
|
|
|
—
|
|
|
1,981
|
|
||||
Gains (losses) arising during the period
|
(12,377
|
)
|
|
3,864
|
|
|
96
|
|
|
(8,417
|
)
|
||||
Reclassification to net loss for (gains) losses realized
|
—
|
|
|
(181
|
)
|
|
90
|
|
|
(91
|
)
|
||||
Net other comprehensive income (loss)
|
(12,377
|
)
|
|
3,683
|
|
|
186
|
|
|
(8,508
|
)
|
||||
Balance at May 4, 2019
|
$
|
(131,923
|
)
|
|
$
|
8,663
|
|
|
$
|
(9,446
|
)
|
|
$
|
(132,706
|
)
|
1
|
During the first quarter of fiscal 2020, the Company adopted new authoritative guidance which eliminated the requirement to separately measure and report ineffectiveness for instruments that qualify for hedge accounting and generally requires that the entire change in the fair value of such instruments ultimately be presented in the same line as the respective hedge item. As a result, there is no interest component recognized for the ineffective portion of instruments that qualify for hedge accounting, but rather all changes in the fair value of such instruments are included in other comprehensive income (loss). Upon adoption of this guidance, the Company reclassified approximately $2.0 million in gains from retained earnings to accumulated other comprehensive loss related to the previously recorded interest component on outstanding instruments that qualified for hedge accounting.
|
|
Three Months Ended
|
|
Location of (Gain) Loss Reclassified from Accumulated OCI into Loss
|
||||||
|
May 2, 2020
|
|
May 4, 2019
|
|
|||||
Derivative financial instruments designated as cash flow hedges:
|
|
||||||||
Foreign exchange currency contracts
|
$
|
(1,991
|
)
|
|
$
|
(230
|
)
|
|
Cost of product sales
|
Interest rate swap
|
3
|
|
|
(46
|
)
|
|
Interest expense
|
||
Less income tax effect
|
219
|
|
|
95
|
|
|
Income tax benefit
|
||
|
(1,769
|
)
|
|
(181
|
)
|
|
|
||
Defined benefit plans:
|
|
|
|
|
|
||||
Net actuarial loss amortization
|
96
|
|
|
111
|
|
|
Other income (expense)
|
||
Prior service credit amortization
|
(16
|
)
|
|
(10
|
)
|
|
Other income (expense)
|
||
Less income tax effect
|
(9
|
)
|
|
(11
|
)
|
|
Income tax benefit
|
||
|
71
|
|
|
90
|
|
|
|
||
Total reclassifications during the period
|
$
|
(1,698
|
)
|
|
$
|
(91
|
)
|
|
|
(5)
|
Accounts Receivable
|
|
May 2, 2020
|
|
Feb 1, 2020
|
||||
Trade
|
$
|
220,942
|
|
|
$
|
309,508
|
|
Royalty
|
14,876
|
|
|
12,775
|
|
||
Other
|
14,359
|
|
|
13,429
|
|
||
|
250,177
|
|
|
335,712
|
|
||
Less allowances1
|
10,645
|
|
|
8,431
|
|
||
|
$
|
239,532
|
|
|
$
|
327,281
|
|
1
|
During the first quarter of fiscal 2021, the Company adopted authoritative guidance related to the measurement of credit losses on financial instruments. This guidance replaces the current “as incurred” loss model with an “expected loss” model which requires the recognition of an allowance for credit losses expected to be incurred over an asset’s lifetime. The adoption of this guidance did not have a material impact on the Company’s allowance for doubtful accounts. Refer to Note 1 for further information.
|
(6)
|
Inventories
|
|
May 2, 2020
|
|
Feb 1, 2020
|
||||
Raw materials
|
$
|
565
|
|
|
$
|
399
|
|
Work in progress
|
48
|
|
|
52
|
|
||
Finished goods
|
391,877
|
|
|
392,678
|
|
||
|
$
|
392,490
|
|
|
$
|
393,129
|
|
(7)
|
Income Taxes
|
(8)
|
Segment Information
|
|
Three Months Ended
|
||||||
|
May 2, 2020
|
|
May 4, 2019
|
||||
Net revenue:
|
|
|
|
|
|
||
Americas Retail
|
$
|
74,584
|
|
|
$
|
176,423
|
|
Americas Wholesale
|
25,875
|
|
|
46,205
|
|
||
Europe
|
106,473
|
|
|
210,055
|
|
||
Asia
|
40,385
|
|
|
85,190
|
|
||
Licensing
|
12,934
|
|
|
18,818
|
|
||
Total net revenue
|
$
|
260,251
|
|
|
$
|
536,691
|
|
Earnings (loss) from operations:
|
|
|
|
|
|
||
Americas Retail
|
$
|
(36,673
|
)
|
|
$
|
(1,812
|
)
|
Americas Wholesale
|
1,624
|
|
|
7,814
|
|
||
Europe
|
(44,406
|
)
|
|
(16,327
|
)
|
||
Asia
|
(22,777
|
)
|
|
(3,203
|
)
|
||
Licensing
|
10,094
|
|
|
16,644
|
|
||
Total segment earnings (loss) from operations
|
(92,138
|
)
|
|
3,116
|
|
||
Corporate overhead
|
(16,921
|
)
|
|
(25,812
|
)
|
||
Asset impairment charges1
|
(52,972
|
)
|
|
(1,775
|
)
|
||
Net losses on lease terminations2
|
(456
|
)
|
|
—
|
|
||
Total loss from operations
|
$
|
(162,487
|
)
|
|
$
|
(24,471
|
)
|
1
|
During the three months ended May 2, 2020, the Company recognized asset impairment charges related primarily to impairment of certain operating lease right-of-use assets and impairment of property and equipment related to certain retail locations resulting from lower revenue and future cash flow projections resulting from the ongoing effects of the COVID-19 pandemic. During the three months ended May 4, 2019, the Company’s asset impairment charges related primarily to impairment of property and equipment related to certain retail locations resulting from under-performance and expected store closures. Refer to Note 2 and Note 15 for more information regarding these asset impairment charges.
|
2
|
During the three months ended May 2, 2020, the Company recorded net losses on lease terminations related primarily to the early termination of certain lease agreements.
|
|
Three Months Ended
|
||||||
|
May 2, 2020
|
|
May 4, 2019
|
||||
Net revenue:
|
|
|
|
|
|
||
U.S.
|
$
|
69,465
|
|
|
$
|
164,371
|
|
South Korea
|
21,224
|
|
|
33,917
|
|
||
Italy
|
19,352
|
|
|
50,435
|
|
||
Canada
|
16,677
|
|
|
38,581
|
|
||
Spain
|
12,996
|
|
|
27,997
|
|
||
Other foreign countries
|
107,603
|
|
|
202,572
|
|
||
Total product sales
|
247,317
|
|
|
517,873
|
|
||
Net royalties
|
12,934
|
|
|
18,818
|
|
||
Net revenue
|
$
|
260,251
|
|
|
$
|
536,691
|
|
(9)
|
Borrowings and Finance Lease Obligations
|
|
May 2, 2020
|
|
Feb 1, 2020
|
||||
Borrowings under credit facilities
|
$
|
193,725
|
|
|
$
|
3,957
|
|
Term loans
|
24,705
|
|
|
—
|
|
||
Mortgage debt
|
18,923
|
|
|
19,132
|
|
||
Finance lease obligations
|
15,851
|
|
|
16,535
|
|
||
Other
|
2,101
|
|
|
2,636
|
|
||
|
255,305
|
|
|
42,260
|
|
||
Less current installments
|
160,501
|
|
|
9,490
|
|
||
Long-term debt and finance lease obligations
|
$
|
94,804
|
|
|
$
|
32,770
|
|
(10)
|
Convertible Senior Notes and Related Transactions
|
|
May 2, 2020
|
|
Feb 1, 2020
|
||||
Liability component:
|
|
|
|
||||
Principal
|
$
|
300,000
|
|
|
$
|
300,000
|
|
Unamortized debt discount
|
(46,418
|
)
|
|
(49,017
|
)
|
||
Unamortized issuance costs
|
(3,406
|
)
|
|
(3,620
|
)
|
||
Net carrying amount
|
$
|
250,176
|
|
|
$
|
247,363
|
|
|
|
|
|
||||
Equity component, net1
|
$
|
42,320
|
|
|
$
|
42,320
|
|
1
|
Included in paid-in capital within stockholders’ equity on the condensed consolidated balance sheets and is net of debt issuance costs and deferred taxes.
|
(11)
|
Share-Based Compensation
|
|
Three Months Ended
|
||||||
|
May 2, 2020
|
|
May 4, 2019
|
||||
Stock options
|
$
|
695
|
|
|
$
|
590
|
|
Stock awards/units
|
4,926
|
|
|
3,815
|
|
||
Employee Stock Purchase Plan
|
165
|
|
|
63
|
|
||
Total share-based compensation expense
|
$
|
5,786
|
|
|
$
|
4,468
|
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Nonvested at February 1, 2020
|
1,140,023
|
|
|
$
|
16.66
|
|
Vested
|
(310,199
|
)
|
|
13.98
|
|
|
Forfeited
|
(236,404
|
)
|
|
11.72
|
|
|
Nonvested at May 2, 2020
|
593,420
|
|
|
$
|
20.03
|
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Nonvested at February 1, 2020
|
288,202
|
|
|
$
|
13.43
|
|
Granted1
|
101,566
|
|
|
10.62
|
|
|
Vested1
|
(305,901
|
)
|
|
10.62
|
|
|
Nonvested at May 2, 2020
|
83,867
|
|
|
$
|
20.28
|
|
1
|
As a result of the achievement of certain market-based vesting conditions, there were 101,566 shares that vested in addition to the original target number of shares granted in fiscal 2018.
|
(12)
|
Related Party Transactions
|
(13)
|
Commitments and Contingencies
|
|
Three Months Ended
|
||||||
|
May 2, 2020
|
|
May 4, 2019
|
||||
Beginning balance
|
$
|
4,731
|
|
|
$
|
4,853
|
|
Foreign currency translation adjustment
|
(797
|
)
|
|
(79
|
)
|
||
Ending balance
|
$
|
3,934
|
|
|
$
|
4,774
|
|
(14)
|
Defined Benefit Plans
|
|
Three Months Ended May 2, 2020
|
||||||||||
|
SERP
|
|
Foreign Pension Plans
|
|
Total
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
764
|
|
|
$
|
764
|
|
Interest cost
|
319
|
|
|
8
|
|
|
327
|
|
|||
Expected return on plan assets
|
—
|
|
|
(45
|
)
|
|
(45
|
)
|
|||
Net amortization of unrecognized prior service credit
|
—
|
|
|
(16
|
)
|
|
(16
|
)
|
|||
Net amortization of actuarial losses
|
10
|
|
|
86
|
|
|
96
|
|
|||
Net periodic defined benefit pension cost
|
$
|
329
|
|
|
$
|
797
|
|
|
$
|
1,126
|
|
|
Three Months Ended May 4, 2019
|
||||||||||
|
SERP
|
|
Foreign Pension Plans
|
|
Total
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
807
|
|
|
$
|
807
|
|
Interest cost
|
481
|
|
|
68
|
|
|
549
|
|
|||
Expected return on plan assets
|
—
|
|
|
(77
|
)
|
|
(77
|
)
|
|||
Net amortization of unrecognized prior service credit
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
|||
Net amortization of actuarial losses
|
16
|
|
|
95
|
|
|
111
|
|
|||
Net periodic defined benefit pension cost
|
$
|
497
|
|
|
$
|
883
|
|
|
$
|
1,380
|
|
(15)
|
Fair Value Measurements
|
|
|
Fair Value Measurements
|
|
Fair Value Measurements
|
||||||||||||||||||||||||||||
|
|
at May 2, 2020
|
|
at Feb 1, 2020
|
||||||||||||||||||||||||||||
Recurring Fair Value Measures
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange currency contracts
|
|
$
|
—
|
|
|
$
|
8,970
|
|
|
$
|
—
|
|
|
$
|
8,970
|
|
|
$
|
—
|
|
|
$
|
4,854
|
|
|
$
|
—
|
|
|
$
|
4,854
|
|
Total
|
|
$
|
—
|
|
|
$
|
8,970
|
|
|
$
|
—
|
|
|
$
|
8,970
|
|
|
$
|
—
|
|
|
$
|
4,854
|
|
|
$
|
—
|
|
|
$
|
4,854
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest rate swap
|
|
$
|
—
|
|
|
$
|
1,218
|
|
|
$
|
—
|
|
|
$
|
1,218
|
|
|
$
|
—
|
|
|
$
|
348
|
|
|
$
|
—
|
|
|
$
|
348
|
|
Deferred compensation obligations
|
|
—
|
|
|
12,594
|
|
|
—
|
|
|
12,594
|
|
|
—
|
|
|
14,091
|
|
|
—
|
|
|
14,091
|
|
||||||||
Total
|
|
$
|
—
|
|
|
$
|
13,812
|
|
|
$
|
—
|
|
|
$
|
13,812
|
|
|
$
|
—
|
|
|
$
|
14,439
|
|
|
$
|
—
|
|
|
$
|
14,439
|
|
(16)
|
Derivative Financial Instruments
|
|
Derivative Balance Sheet Location
|
|
Fair Value at
May 2, 2020 |
|
Fair Value at
Feb 1, 2020 |
||||
ASSETS:
|
|
|
|
|
|
|
|
||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||
Cash flow hedges:
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
Other current assets/
Other assets
|
|
$
|
6,331
|
|
|
$
|
3,987
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|||
Foreign exchange currency contracts
|
Other current assets/
Other assets
|
|
2,639
|
|
|
867
|
|
||
Total
|
|
|
$
|
8,970
|
|
|
$
|
4,854
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||
Cash flow hedges:
|
|
|
|
|
|
||||
Interest rate swap
|
Other long-term liabilities
|
|
$
|
1,218
|
|
|
$
|
348
|
|
Total
|
|
|
$
|
1,218
|
|
|
$
|
348
|
|
|
Gains (Losses) Recognized in OCI
|
|
Location of Gains (Losses) Reclassified from Accumulated OCI into Loss
|
|
Gains (Losses) Reclassified from Accumulated OCI into Loss
|
||||||||||||
|
Three Months Ended
|
|
|
Three Months Ended
|
|||||||||||||
|
May 2, 2020
|
|
May 4, 2019
|
|
|
May 2, 2020
|
|
May 4, 2019
|
|||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
$
|
4,410
|
|
|
$
|
4,655
|
|
|
Cost of product sales
|
|
$
|
1,991
|
|
|
$
|
230
|
|
Interest rate swap
|
(874
|
)
|
|
(219
|
)
|
|
Interest expense
|
|
(3
|
)
|
|
46
|
|
|
Three Months Ended
|
||||||
|
May 2, 2020
|
|
May 4, 2019
|
||||
Beginning balance gain
|
$
|
6,300
|
|
|
$
|
2,999
|
|
Cumulative adjustment from adoption of new accounting guidance1
|
—
|
|
|
1,981
|
|
||
Net gains from changes in cash flow hedges
|
3,180
|
|
|
3,864
|
|
||
Net gains reclassified into loss
|
(1,769
|
)
|
|
(181
|
)
|
||
Ending balance gain
|
$
|
7,711
|
|
|
$
|
8,663
|
|
1
|
During the first quarter of fiscal 2020, the Company adopted new authoritative guidance which eliminated the requirement to separately measure and report ineffectiveness for instruments that qualify for hedge accounting and generally requires that the entire change in the fair value of such instruments ultimately be presented in the same line as the respective hedge item. As a result, there is no interest component recognized for the ineffective portion of instruments that qualify for hedge accounting, but rather all changes in the fair value of such instruments are included in other comprehensive income (loss). Upon adoption of this guidance, the Company reclassified $2.0 million in gains from retained earnings to accumulated other comprehensive loss related to the previously recorded interest component on outstanding instruments that qualified for hedge accounting.
|
|
Location of Gain Recognized in Loss
|
|
Gain Recognized in Loss
|
||||||
|
|
Three Months Ended
|
|||||||
|
|
May 2, 2020
|
|
May 4, 2019
|
|||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||
Foreign exchange currency contracts
|
Other income (expense)
|
|
$
|
1,088
|
|
|
$
|
575
|
|
ITEM 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Total net revenue decreased 51.5% to $260.3 million for the quarter ended May 2, 2020, from $536.7 million in the same prior-year quarter. In constant currency, net revenue decreased by 50.1%.
|
•
|
Gross margin (gross profit as a percentage of total net revenue) decreased 20.7% to 13.2% for the quarter ended May 2, 2020, from 33.9% in the same prior-year period.
|
•
|
Selling, general and administrative (“SG&A”) expenses as a percentage of total net revenue (“SG&A rate”) increased 16.8% to 55.0% for the quarter ended May 2, 2020, compared to 38.2% in the same prior-year period. SG&A expenses decreased 30.0% to $143.3 million for the quarter ended May 2, 2020, from $204.6 million in the same prior-year period.
|
•
|
During the quarter ended May 2, 2020, the Company recognized asset impairment charges of $53.0 million, compared to $1.8 million in the same prior-year period.
|
•
|
During the quarter ended May 2, 2020, the Company recorded net losses on lease terminations of $0.5 million related primarily to the early termination of certain lease agreements.
|
•
|
Operating margin decreased 57.8% to negative 62.4% for the quarter ended May 2, 2020, from negative 4.6% in the same prior-year period, driven primarily by overall deleveraging of expenses due to the negative impact from the COVID-19 pandemic on our global operations and higher asset impairment charges. Higher asset impairment charges unfavorably impacted operating margin by 20.1% during the quarter ended May 2, 2020 compared to the same prior-year period. Net losses on lease terminations unfavorably impacted operating margin by 20 basis points during the quarter ended May 2, 2020. Loss from operations was $162.5 million for the quarter ended May 2, 2020, compared to $24.5 million in the same prior-year period.
|
•
|
Other expense, net (including interest income and expense), totaled $24.4 million for the quarter ended May 2, 2020, compared to other income, net of $1.2 million in the same prior-year period.
|
•
|
The effective income tax rate changed to 14.1% for the quarter ended May 2, 2020, compared to 11.7% in the same prior-year period. The Company’s effective tax rate for the quarter ended May 2, 2020 included the favorable impact from certain discrete tax adjustments totaling $7.9 million.
|
•
|
The Company had $419.4 million in cash and cash equivalents and $0.2 million in restricted cash as of May 2, 2020, compared to $112.9 million in cash and cash equivalents and $0.5 million in restricted cash at May 4, 2019.
|
◦
|
As of May 2, 2020, the Company had $193.7 million in outstanding borrowings under its credit facilities and $24.7 million in outstanding borrowings under its term loans to ensure financial flexibility and maintain maximum liquidity in response to uncertainty surrounding the COVID-19 pandemic.
|
◦
|
There were no share repurchases during the quarter ended May 2, 2020. During the quarter ended May 4, 2019, the Company used $170 million of proceeds from its convertible senior notes to enter into an accelerated share repurchase program (“ASR Contract”). The Company also repurchased shares of its common stock in open market and privately negotiated transactions totaling $118.1 million during fiscal 2020.
|
•
|
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 the Americas and Asia, royalty receivables relating to its licensing operations, credit card and retail concession receivables related to its retail businesses and certain other receivables. Accounts receivable decreased by $11.0 million, or 4.4%, to $239.5 million as of May 2, 2020, from $250.5 million at May 4, 2019. On a constant currency basis, accounts receivable decreased by $3.9 million, or 1.5%, when compared to May 4, 2019.
|
•
|
Inventory decreased by $85.7 million, or 17.9%, to $392.5 million as of May 2, 2020, from $478.2 million at May 4, 2019. On a constant currency basis, inventory decreased by $70.7 million, or 14.8%, when compared to May 4, 2019.
|
|
|
Stores
|
|
Concessions
|
||||||||||||||
Region
|
|
Total
|
|
Directly-Operated
|
|
Partner Operated
|
|
Total
|
|
Directly-Operated
|
|
Partner Operated
|
||||||
United States
|
|
280
|
|
|
278
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Canada
|
|
80
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Central and South America
|
|
111
|
|
|
73
|
|
|
38
|
|
|
27
|
|
|
27
|
|
|
—
|
|
Total Americas
|
|
471
|
|
|
431
|
|
|
40
|
|
|
28
|
|
|
27
|
|
|
1
|
|
Europe and the Middle East
|
|
744
|
|
|
517
|
|
|
227
|
|
|
38
|
|
|
38
|
|
|
—
|
|
Asia and the Pacific
|
|
466
|
|
|
193
|
|
|
273
|
|
|
318
|
|
|
114
|
|
|
204
|
|
Total
|
|
1,681
|
|
|
1,141
|
|
|
540
|
|
|
384
|
|
|
179
|
|
|
205
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
May 2, 2020
|
|
May 4, 2019
|
|
$ Change
|
|
% Change
|
|||||||
Net revenue:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
|
$
|
74,584
|
|
|
$
|
176,423
|
|
|
$
|
(101,839
|
)
|
|
(57.7
|
%)
|
Americas Wholesale
|
25,875
|
|
|
46,205
|
|
|
(20,330
|
)
|
|
(44.0
|
%)
|
|||
Europe
|
106,473
|
|
|
210,055
|
|
|
(103,582
|
)
|
|
(49.3
|
%)
|
|||
Asia
|
40,385
|
|
|
85,190
|
|
|
(44,805
|
)
|
|
(52.6
|
%)
|
|||
Licensing
|
12,934
|
|
|
18,818
|
|
|
(5,884
|
)
|
|
(31.3
|
%)
|
|||
Total net revenue
|
$
|
260,251
|
|
|
$
|
536,691
|
|
|
$
|
(276,440
|
)
|
|
(51.5
|
%)
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
|
$
|
(36,673
|
)
|
|
$
|
(1,812
|
)
|
|
$
|
(34,861
|
)
|
|
(1,923.9
|
%)
|
Americas Wholesale
|
1,624
|
|
|
7,814
|
|
|
(6,190
|
)
|
|
(79.2
|
%)
|
|||
Europe
|
(44,406
|
)
|
|
(16,327
|
)
|
|
(28,079
|
)
|
|
(172.0
|
%)
|
|||
Asia
|
(22,777
|
)
|
|
(3,203
|
)
|
|
(19,574
|
)
|
|
(611.1
|
%)
|
|||
Licensing
|
10,094
|
|
|
16,644
|
|
|
(6,550
|
)
|
|
(39.4
|
%)
|
|||
Total segment earnings (loss) from operations
|
(92,138
|
)
|
|
3,116
|
|
|
(95,254
|
)
|
|
(3,056.9
|
%)
|
|||
Corporate overhead
|
(16,921
|
)
|
|
(25,812
|
)
|
|
8,891
|
|
|
(34.4
|
%)
|
|||
Asset impairment charges
|
(52,972
|
)
|
|
(1,775
|
)
|
|
(51,197
|
)
|
|
2,884.3
|
%
|
|||
Net losses on lease terminations
|
(456
|
)
|
|
—
|
|
|
(456
|
)
|
|
|
|
|||
Total loss from operations
|
$
|
(162,487
|
)
|
|
$
|
(24,471
|
)
|
|
$
|
(138,016
|
)
|
|
(564.0
|
%)
|
|
|
|
|
|
|
|
|
|||||||
Operating margins:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
|
(49.2
|
%)
|
|
(1.0
|
%)
|
|
|
|
|
|||||
Americas Wholesale
|
6.3
|
%
|
|
16.9
|
%
|
|
|
|
|
|||||
Europe
|
(41.7
|
%)
|
|
(7.8
|
%)
|
|
|
|
|
|||||
Asia
|
(56.4
|
%)
|
|
(3.8
|
%)
|
|
|
|
|
|||||
Licensing
|
78.0
|
%
|
|
88.4
|
%
|
|
|
|
|
|||||
Total Company
|
(62.4
|
%)
|
|
(4.6
|
%)
|
|
|
|
|
ITEM 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
ITEM 1.
|
Legal Proceedings.
|
ITEM 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs
|
||||||
February 2, 2020 to February 29, 2020
|
|
|
|
|
|
|
|
||||||
Repurchase program1
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
86,650,889
|
|
|
Employee transactions2
|
133,315
|
|
|
$
|
21.78
|
|
|
—
|
|
|
|
||
March 1, 2020 to April 4, 2020
|
|
|
|
|
|
|
|
||||||
Repurchase program1
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
86,650,889
|
|
|
Employee transactions2
|
591
|
|
|
$
|
7.65
|
|
|
—
|
|
|
|
||
April 5, 2020 to May 2, 2020
|
|
|
|
|
|
|
|
||||||
Repurchase program1
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
86,650,889
|
|
|
Employee transactions2
|
39,740
|
|
|
$
|
8.18
|
|
|
—
|
|
|
|
||
Total
|
|
|
|
|
|
|
|
||||||
Repurchase program1
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||
Employee transactions2
|
173,646
|
|
|
$
|
18.62
|
|
|
—
|
|
|
|
1
|
On June 26, 2012, the Company’s Board of Directors authorized a program to repurchase, from time-to-time and as market and business conditions warrant, up to $500 million of the Company’s common stock. Repurchases under the program may be made on the open market or in privately negotiated transactions, pursuant to Rule 10b5-1 trading plans or other available means. There is no minimum or maximum number of shares to be repurchased under the program, which may be discontinued at any time, without prior notice.
|
2
|
Consists of shares surrendered to, or withheld by, the Company in satisfaction of employee tax withholding obligations that occur upon vesting of restricted stock awards/units granted under the Company’s 2004 Equity Incentive Plan, as amended.
|
ITEM 6.
|
Exhibits.
|
Exhibit
Number
|
|
Description
|
3.1.
|
|
|
3.2.
|
|
|
4.1.
|
|
|
4.2.
|
|
|
|
||
|
||
10.3.
|
|
|
|
||
|
||
|
||
|
||
†101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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
|
†104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
*
|
Management Contract or Compensatory Plan
|
†
|
Filed herewith
|
††
|
Furnished herewith
|
|
|
Guess?, Inc.
|
|
|
|
|
|
Date:
|
June 11, 2020
|
By:
|
/s/ CARLOS ALBERINI
|
|
|
|
Carlos Alberini
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Date:
|
June 11, 2020
|
By:
|
/s/ KATHRYN ANDERSON
|
|
|
|
Kathryn Anderson
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
1.
|
I have reviewed this annual 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 officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
June 11, 2020
|
By:
|
/s/ CARLOS ALBERINI
|
|
|
|
Carlos Alberini
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Guess?, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
June 11, 2020
|
By:
|
/s/ KATHRYN ANDERSON
|
|
|
|
Kathryn Anderson
Chief Financial Officer |
•
|
the Quarterly Report on Form 10-Q of the Company for the period ended May 2, 2020, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
June 11, 2020
|
By:
|
/s/ CARLOS ALBERINI
|
|
|
|
Carlos Alberini
Chief Executive Officer
|
•
|
the Quarterly Report on Form 10-Q of the Company for the period ended May 2, 2020, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
June 11, 2020
|
By:
|
/s/ KATHRYN ANDERSON
|
|
|
|
Kathryn Anderson
Chief Financial Officer |