|
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)
|
|||||||
|
Aug 1, 2020
|
|
Feb 1, 2020
|
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
327,970
|
|
|
$
|
284,613
|
|
Accounts receivable, net
|
246,471
|
|
|
327,281
|
|
||
Inventories
|
419,427
|
|
|
393,129
|
|
||
Other current assets
|
80,069
|
|
|
59,212
|
|
||
Total current assets
|
1,073,937
|
|
|
1,064,235
|
|
||
Property and equipment, net
|
240,081
|
|
|
288,112
|
|
||
Goodwill
|
36,232
|
|
|
34,777
|
|
||
Deferred tax assets
|
62,444
|
|
|
63,555
|
|
||
Restricted cash
|
228
|
|
|
215
|
|
||
Operating lease right-of-use assets
|
766,853
|
|
|
851,990
|
|
||
Other assets
|
130,954
|
|
|
126,078
|
|
||
|
$
|
2,310,729
|
|
|
$
|
2,428,962
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current portion of borrowings and finance lease obligations
|
$
|
42,321
|
|
|
$
|
9,490
|
|
Accounts payable
|
259,743
|
|
|
232,761
|
|
||
Accrued expenses and other current liabilities
|
192,667
|
|
|
204,096
|
|
||
Current portion of operating lease liabilities
|
235,749
|
|
|
192,066
|
|
||
Total current liabilities
|
730,480
|
|
|
638,413
|
|
||
Convertible senior notes, net
|
252,988
|
|
|
247,363
|
|
||
Long-term debt and finance lease obligations
|
66,069
|
|
|
32,770
|
|
||
Long-term operating lease liabilities
|
659,118
|
|
|
714,079
|
|
||
Other long-term liabilities
|
143,225
|
|
|
130,259
|
|
||
|
1,851,880
|
|
|
1,762,884
|
|
||
Redeemable noncontrolling interests
|
4,021
|
|
|
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 142,843,839 and 142,867,947 shares, outstanding 63,614,749 and 65,848,510 shares, as of August 1, 2020 and February 1, 2020, respectively
|
636
|
|
|
658
|
|
||
Paid-in capital
|
548,602
|
|
|
563,004
|
|
||
Retained earnings
|
952,707
|
|
|
1,130,409
|
|
||
Accumulated other comprehensive loss
|
(131,609
|
)
|
|
(139,910
|
)
|
||
Treasury stock, 79,229,090 and 77,019,437 shares as of August 1, 2020 and February 1, 2020, respectively
|
(932,068
|
)
|
|
(914,447
|
)
|
||
Guess?, Inc. stockholders’ equity
|
438,268
|
|
|
639,714
|
|
||
Nonredeemable noncontrolling interests
|
16,560
|
|
|
21,633
|
|
||
Total stockholders’ equity
|
454,828
|
|
|
661,347
|
|
||
|
$
|
2,310,729
|
|
|
$
|
2,428,962
|
|
GUESS?, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
|
|||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
Aug 1, 2020
|
|
Aug 3, 2019
|
|
Aug 1, 2020
|
|
Aug 3, 2019
|
||||||||
Net earnings (loss)
|
$
|
(20,692
|
)
|
|
$
|
26,176
|
|
|
$
|
(181,230
|
)
|
|
$
|
5,595
|
|
Other comprehensive income (loss) (“OCI”):
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
||||||||
Gains (losses) arising during the period
|
32,802
|
|
|
(5,293
|
)
|
|
14,303
|
|
|
(17,360
|
)
|
||||
Derivative financial instruments designated as cash flow hedges
|
|
|
|
|
|
|
|
|
|
||||||
Gains (losses) arising during the period
|
(7,897
|
)
|
|
2,286
|
|
|
(4,361
|
)
|
|
6,722
|
|
||||
Less income tax effect
|
885
|
|
|
(308
|
)
|
|
529
|
|
|
(880
|
)
|
||||
Reclassification to net earnings (loss) for gains realized
|
(2,462
|
)
|
|
(1,801
|
)
|
|
(4,450
|
)
|
|
(2,077
|
)
|
||||
Less income tax effect
|
264
|
|
|
229
|
|
|
483
|
|
|
324
|
|
||||
Defined benefit plans
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency and other adjustments
|
(236
|
)
|
|
(167
|
)
|
|
(236
|
)
|
|
(60
|
)
|
||||
Less income tax effect
|
25
|
|
|
16
|
|
|
24
|
|
|
5
|
|
||||
Net actuarial loss amortization
|
97
|
|
|
111
|
|
|
193
|
|
|
222
|
|
||||
Prior service credit amortization
|
(16
|
)
|
|
(9
|
)
|
|
(32
|
)
|
|
(19
|
)
|
||||
Less income tax effect
|
(10
|
)
|
|
(12
|
)
|
|
(19
|
)
|
|
(23
|
)
|
||||
Total comprehensive income (loss)
|
2,760
|
|
|
21,228
|
|
|
(174,796
|
)
|
|
(7,551
|
)
|
||||
Less comprehensive income (loss) attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
||||||
Net earnings (loss)
|
(334
|
)
|
|
854
|
|
|
(3,206
|
)
|
|
1,647
|
|
||||
Foreign currency translation adjustment
|
1,759
|
|
|
(452
|
)
|
|
(1,867
|
)
|
|
(142
|
)
|
||||
Amounts attributable to noncontrolling interests
|
1,425
|
|
|
402
|
|
|
(5,073
|
)
|
|
1,505
|
|
||||
Comprehensive income (loss) attributable to Guess?, Inc.
|
$
|
1,335
|
|
|
$
|
20,826
|
|
|
$
|
(169,723
|
)
|
|
$
|
(9,056
|
)
|
GUESS?, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
|||||||
|
Six Months Ended
|
||||||
|
Aug 1, 2020
|
|
Aug 3, 2019
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net earnings (loss)
|
$
|
(181,230
|
)
|
|
$
|
5,595
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
32,250
|
|
|
37,225
|
|
||
Amortization of debt discount
|
5,197
|
|
|
2,662
|
|
||
Amortization of debt issuance costs
|
661
|
|
|
276
|
|
||
Share-based compensation expense
|
9,789
|
|
|
9,454
|
|
||
Forward contract gains
|
3,420
|
|
|
(34
|
)
|
||
Net loss on impairment and disposition of property and equipment and long-term assets
|
65,974
|
|
|
3,753
|
|
||
Other items, net
|
11,889
|
|
|
5,606
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
94,373
|
|
|
24,492
|
|
||
Inventories
|
(16,002
|
)
|
|
(22,926
|
)
|
||
Prepaid expenses and other assets
|
(20,550
|
)
|
|
(1,596
|
)
|
||
Operating lease assets and liabilities, net
|
39,902
|
|
|
1,340
|
|
||
Accounts payable and accrued expenses
|
(3,923
|
)
|
|
(87,423
|
)
|
||
Other long-term liabilities
|
(1,065
|
)
|
|
(1,381
|
)
|
||
Net cash provided by (used in) operating activities
|
40,685
|
|
|
(22,957
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(10,099
|
)
|
|
(34,551
|
)
|
||
Proceeds from sale of long-term assets
|
336
|
|
|
—
|
|
||
Net cash settlement of forward contracts
|
(273
|
)
|
|
162
|
|
||
Purchases of investments
|
(1,882
|
)
|
|
—
|
|
||
Other investing activities
|
(52
|
)
|
|
521
|
|
||
Net cash used in investing activities
|
(11,970
|
)
|
|
(33,868
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from borrowings
|
274,594
|
|
|
90,136
|
|
||
Repayments on borrowings and finance lease obligations
|
(218,267
|
)
|
|
(63,285
|
)
|
||
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
|
—
|
|
|
(5,068
|
)
|
||
Purchase of equity forward contracts
|
—
|
|
|
(68,000
|
)
|
||
Dividends paid
|
(958
|
)
|
|
(26,901
|
)
|
||
Issuance of common stock, net of tax withholdings on vesting of stock awards
|
(2,908
|
)
|
|
43
|
|
||
Purchase of treasury stock
|
(38,876
|
)
|
|
(212,564
|
)
|
||
Net cash provided by (used in) financing activities
|
13,585
|
|
|
(18,549
|
)
|
||
Effect of exchange rates on cash, cash equivalents and restricted cash
|
1,070
|
|
|
(4,042
|
)
|
||
Net change in cash, cash equivalents and restricted cash
|
43,370
|
|
|
(79,416
|
)
|
||
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
|
$
|
328,198
|
|
|
$
|
131,579
|
|
|
|
|
|
||||
Supplemental cash flow data:
|
|
|
|
|
|
||
Interest paid
|
$
|
5,277
|
|
|
$
|
1,535
|
|
Income taxes paid, net of refunds
|
$
|
2,967
|
|
|
$
|
4,201
|
|
|
|
|
|
||||
Non-cash investing and financing activity:
|
|
|
|
||||
Assets acquired under finance lease obligations
|
$
|
276
|
|
|
$
|
3,055
|
|
Receivable and related adjustments from sale of retail locations
|
$
|
(364
|
)
|
|
$
|
5,088
|
|
|
For the three and six months ended August 1, 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
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,358
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(334
|
)
|
|
(20,692
|
)
|
|||||||
Other comprehensive income, net of income tax of $1,164
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,693
|
|
|
—
|
|
|
—
|
|
|
1,759
|
|
|
23,452
|
|
|||||||
Issuance of common stock under stock compensation plans including tax effect
|
(54,926
|
)
|
|
—
|
|
|
429
|
|
|
—
|
|
|
—
|
|
|
37,730
|
|
|
(448
|
)
|
|
—
|
|
|
(19
|
)
|
|||||||
Issuance of stock under Employee Stock Purchase Plan
|
25,427
|
|
|
—
|
|
|
(154
|
)
|
|
—
|
|
|
—
|
|
|
(25,427
|
)
|
|
301
|
|
|
—
|
|
|
147
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
3,968
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,003
|
|
|||||||
Dividends, net of forfeitures on non-participating securities
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||||
Share repurchases
|
(4,000,000
|
)
|
|
(40
|
)
|
|
40
|
|
|
—
|
|
|
—
|
|
|
4,000,000
|
|
|
(38,876
|
)
|
|
—
|
|
|
(38,876
|
)
|
|||||||
Balance at August 1, 2020
|
63,614,749
|
|
|
$
|
636
|
|
|
$
|
548,602
|
|
|
$
|
952,707
|
|
|
$
|
(131,609
|
)
|
|
79,229,090
|
|
|
$
|
(932,068
|
)
|
|
$
|
16,560
|
|
|
$
|
454,828
|
|
|
For the three and six months ended August 3, 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
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
25,322
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
854
|
|
|
26,176
|
|
|||||||
Other comprehensive loss, net of income tax of ($75)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,496
|
)
|
|
—
|
|
|
—
|
|
|
(452
|
)
|
|
(4,948
|
)
|
|||||||
Issuance of common stock under stock compensation plans including tax effect
|
64,080
|
|
|
—
|
|
|
(852
|
)
|
|
—
|
|
|
—
|
|
|
(106,039
|
)
|
|
1,249
|
|
|
—
|
|
|
397
|
|
|||||||
Issuance of stock under Employee Stock Purchase Plan
|
19,538
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
(19,538
|
)
|
|
230
|
|
|
—
|
|
|
268
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
4,928
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,986
|
|
|||||||
Dividends, net of forfeitures on non-participating securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,162
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,162
|
)
|
|||||||
Share repurchases
|
(749,252
|
)
|
|
(7
|
)
|
|
7
|
|
|
—
|
|
|
—
|
|
|
749,252
|
|
|
(11,000
|
)
|
|
—
|
|
|
(11,000
|
)
|
|||||||
Balance at August 3, 2019
|
71,007,232
|
|
|
$
|
710
|
|
|
$
|
484,986
|
|
|
$
|
1,053,604
|
|
|
$
|
(137,202
|
)
|
|
71,992,769
|
|
|
$
|
(847,226
|
)
|
|
$
|
17,923
|
|
|
$
|
572,795
|
|
(1)
|
Basis of Presentation and New Accounting Guidance
|
|
Balance Sheet Location
|
Aug 1, 2020
|
|
Feb 1, 2020
|
||||
Assets
|
|
|
|
|
||||
Operating
|
Operating lease right-of-use assets
|
$
|
766,853
|
|
|
$
|
851,990
|
|
Finance
|
Property and equipment, net
|
15,451
|
|
|
15,972
|
|
||
Total lease assets
|
$
|
782,304
|
|
|
$
|
867,962
|
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Current:
|
|
|
|
|
||||
Operating
|
Current portion of operating lease liabilities
|
$
|
235,749
|
|
|
$
|
192,066
|
|
Finance
|
Current portion of borrowings and finance lease obligations
|
2,524
|
|
|
2,273
|
|
||
Noncurrent:
|
|
|
|
|
||||
Operating
|
Long-term operating lease liabilities
|
659,118
|
|
|
714,079
|
|
||
Finance
|
Long-term debt and finance lease obligations
|
13,729
|
|
|
14,262
|
|
||
Total lease liabilities
|
$
|
911,120
|
|
|
$
|
922,680
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
Income Statement Location
|
Aug 1, 2020
|
|
Aug 3, 2019
|
|
Aug 1, 2020
|
|
Aug 3, 2019
|
||||||||
Operating lease costs
|
Cost of product sales
|
$
|
50,005
|
|
|
$
|
58,749
|
|
|
$
|
105,374
|
|
|
$
|
117,565
|
|
Operating lease costs
|
Selling, general and administrative expenses
|
5,355
|
|
|
5,720
|
|
|
10,531
|
|
|
10,984
|
|
||||
Finance lease costs
|
|
|
|
|
|
|
|
|
||||||||
Amortization of leased assets1, 2
|
Cost of product sales
|
20
|
|
|
44
|
|
|
32
|
|
|
87
|
|
||||
Amortization of leased assets1, 2
|
Selling, general and administrative expenses
|
474
|
|
|
637
|
|
|
1,338
|
|
|
1,180
|
|
||||
Interest on lease liabilities
|
Interest expense
|
208
|
|
|
286
|
|
|
490
|
|
|
573
|
|
||||
Variable lease costs3
|
Cost of product sales
|
13,209
|
|
|
25,083
|
|
|
27,557
|
|
|
49,908
|
|
||||
Variable lease costs3
|
Selling, general and administrative expenses
|
638
|
|
|
628
|
|
|
1,217
|
|
|
1,455
|
|
||||
Short-term lease costs
|
Cost of product sales
|
181
|
|
|
—
|
|
|
420
|
|
|
—
|
|
||||
Short-term lease costs
|
Selling, general and administrative expenses
|
170
|
|
|
183
|
|
|
1,959
|
|
|
395
|
|
||||
Total lease costs
|
$
|
70,260
|
|
|
$
|
91,330
|
|
|
$
|
148,918
|
|
|
$
|
182,147
|
|
1
|
The Company has made certain reclassifications to prior period amounts to conform to the current period presentation.
|
2
|
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 income (loss).
|
3
|
During the three and six months ended August 1, 2020, variable lease costs included certain rent concessions received by the Company, primarily in Europe, related to the COVID-19 pandemic of approximately $7.7 million and $10.5 million, respectively. Refer to Note 1 for further information.
|
Maturity of Lease Liabilities
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
20211
|
$
|
155,961
|
|
|
$
|
1,618
|
|
|
$
|
157,579
|
|
2022
|
207,825
|
|
|
3,904
|
|
|
211,729
|
|
|||
2023
|
172,592
|
|
|
3,483
|
|
|
176,075
|
|
|||
2024
|
144,021
|
|
|
3,260
|
|
|
147,281
|
|
|||
2025
|
99,851
|
|
|
2,446
|
|
|
102,297
|
|
|||
After 2025
|
201,665
|
|
|
5,229
|
|
|
206,894
|
|
|||
Total lease payments
|
981,915
|
|
|
19,940
|
|
|
1,001,855
|
|
|||
Less: Interest
|
87,048
|
|
|
3,687
|
|
|
90,735
|
|
|||
Present value of lease liabilities
|
$
|
894,867
|
|
|
$
|
16,253
|
|
|
$
|
911,120
|
|
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 six months ended August 1, 2020.
|
|
Six Months Ended
|
||||||
Supplemental Cash Flow Information
|
Aug 1, 2020
|
|
Aug 3, 2019
|
||||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
|
||||
Operating cash flows from operating leases
|
$
|
70,890
|
|
|
$
|
124,687
|
|
New operating ROU assets obtained in exchange for lease liabilities
|
$
|
19,566
|
|
|
$
|
99,951
|
|
(3)
|
Earnings (Loss) per Share
|
1
|
For the three and six months ended August 1, 2020, there were 262,086 and 382,222, 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 Aug 1, 2020
|
||||||||||||||
|
Foreign Currency Translation Adjustment
|
|
Derivative Financial Instruments Designated as Cash Flow Hedges
|
|
Defined Benefit Plans
|
|
Total
|
||||||||
Balance at May 2, 2020
|
$
|
(152,162
|
)
|
|
$
|
7,711
|
|
|
$
|
(8,851
|
)
|
|
$
|
(153,302
|
)
|
Gains (losses) arising during the period
|
31,043
|
|
|
(7,012
|
)
|
|
(211
|
)
|
|
23,820
|
|
||||
Reclassification to net loss for (gains) losses realized
|
—
|
|
|
(2,198
|
)
|
|
71
|
|
|
(2,127
|
)
|
||||
Net other comprehensive income (loss)
|
31,043
|
|
|
(9,210
|
)
|
|
(140
|
)
|
|
21,693
|
|
||||
Balance at August 1, 2020
|
$
|
(121,119
|
)
|
|
$
|
(1,499
|
)
|
|
$
|
(8,991
|
)
|
|
$
|
(131,609
|
)
|
|
Six Months Ended Aug 1, 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
|
16,170
|
|
|
(3,832
|
)
|
|
(212
|
)
|
|
12,126
|
|
||||
Reclassification to net loss for (gains) losses realized
|
—
|
|
|
(3,967
|
)
|
|
142
|
|
|
(3,825
|
)
|
||||
Net other comprehensive income (loss)
|
16,170
|
|
|
(7,799
|
)
|
|
(70
|
)
|
|
8,301
|
|
||||
Balance at August 1, 2020
|
$
|
(121,119
|
)
|
|
$
|
(1,499
|
)
|
|
$
|
(8,991
|
)
|
|
$
|
(131,609
|
)
|
|
Three Months Ended Aug 3, 2019
|
||||||||||||||
|
Foreign Currency Translation Adjustment
|
|
Derivative Financial Instruments Designated as Cash Flow Hedges
|
|
Defined Benefit Plans
|
|
Total
|
||||||||
Balance at May 4, 2019
|
$
|
(131,923
|
)
|
|
$
|
8,663
|
|
|
$
|
(9,446
|
)
|
|
$
|
(132,706
|
)
|
Gains (losses) arising during the period
|
(4,841
|
)
|
|
1,978
|
|
|
(151
|
)
|
|
(3,014
|
)
|
||||
Reclassification to net earnings for (gains) losses realized
|
—
|
|
|
(1,572
|
)
|
|
90
|
|
|
(1,482
|
)
|
||||
Net other comprehensive income (loss)
|
(4,841
|
)
|
|
406
|
|
|
(61
|
)
|
|
(4,496
|
)
|
||||
Balance at August 3, 2019
|
$
|
(136,764
|
)
|
|
$
|
9,069
|
|
|
$
|
(9,507
|
)
|
|
$
|
(137,202
|
)
|
|
Six Months Ended Aug 3, 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
|
(17,218
|
)
|
|
5,842
|
|
|
(55
|
)
|
|
(11,431
|
)
|
||||
Reclassification to net earnings for (gains) losses realized
|
—
|
|
|
(1,753
|
)
|
|
180
|
|
|
(1,573
|
)
|
||||
Net other comprehensive income (loss)
|
(17,218
|
)
|
|
4,089
|
|
|
125
|
|
|
(13,004
|
)
|
||||
Balance at August 3, 2019
|
$
|
(136,764
|
)
|
|
$
|
9,069
|
|
|
$
|
(9,507
|
)
|
|
$
|
(137,202
|
)
|
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
|
|
Six Months Ended
|
|
Location of (Gain) Loss Reclassified from Accumulated OCI into Earnings (Loss)
|
||||||||||||
|
Aug 1, 2020
|
|
Aug 3, 2019
|
|
Aug 1, 2020
|
|
Aug 3, 2019
|
|
|||||||||
Derivative financial instruments designated as cash flow hedges:
|
|
|
|||||||||||||||
Foreign exchange currency contracts
|
$
|
(2,504
|
)
|
|
$
|
(1,757
|
)
|
|
$
|
(4,495
|
)
|
|
$
|
(1,987
|
)
|
|
Cost of product sales
|
Interest rate swap
|
42
|
|
|
(44
|
)
|
|
45
|
|
|
(90
|
)
|
|
Interest expense
|
||||
Less income tax effect
|
264
|
|
|
229
|
|
|
483
|
|
|
324
|
|
|
Income tax expense (benefit)
|
||||
|
(2,198
|
)
|
|
(1,572
|
)
|
|
(3,967
|
)
|
|
(1,753
|
)
|
|
|
||||
Defined benefit plans:
|
|
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss amortization
|
97
|
|
|
111
|
|
|
193
|
|
|
222
|
|
|
Other income (expense)
|
||||
Prior service credit amortization
|
(16
|
)
|
|
(9
|
)
|
|
(32
|
)
|
|
(19
|
)
|
|
Other income (expense)
|
||||
Less income tax effect
|
(10
|
)
|
|
(12
|
)
|
|
(19
|
)
|
|
(23
|
)
|
|
Income tax expense (benefit)
|
||||
|
71
|
|
|
90
|
|
|
142
|
|
|
180
|
|
|
|
||||
Total reclassifications during the period
|
$
|
(2,127
|
)
|
|
$
|
(1,482
|
)
|
|
$
|
(3,825
|
)
|
|
$
|
(1,573
|
)
|
|
|
(5)
|
Accounts Receivable
|
|
Aug 1, 2020
|
|
Feb 1, 2020
|
||||
Trade
|
$
|
237,399
|
|
|
$
|
309,508
|
|
Royalty
|
9,248
|
|
|
12,775
|
|
||
Other
|
14,224
|
|
|
13,429
|
|
||
|
260,871
|
|
|
335,712
|
|
||
Less allowances1
|
14,400
|
|
|
8,431
|
|
||
|
$
|
246,471
|
|
|
$
|
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 “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
|
|
Aug 1, 2020
|
|
Feb 1, 2020
|
||||
Raw materials
|
$
|
585
|
|
|
$
|
399
|
|
Work in progress
|
43
|
|
|
52
|
|
||
Finished goods
|
418,799
|
|
|
392,678
|
|
||
|
$
|
419,427
|
|
|
$
|
393,129
|
|
(7)
|
Income Taxes
|
(8)
|
Segment Information
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
Aug 1, 2020
|
|
Aug 3, 2019
|
|
Aug 1, 2020
|
|
Aug 3, 2019
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
||||||
Americas Retail
|
$
|
110,065
|
|
|
$
|
198,966
|
|
|
$
|
184,649
|
|
|
$
|
375,389
|
|
Americas Wholesale
|
20,285
|
|
|
41,902
|
|
|
46,160
|
|
|
88,107
|
|
||||
Europe
|
205,851
|
|
|
340,509
|
|
|
312,324
|
|
|
550,564
|
|
||||
Asia
|
50,191
|
|
|
83,301
|
|
|
90,576
|
|
|
168,491
|
|
||||
Licensing
|
12,147
|
|
|
18,542
|
|
|
25,081
|
|
|
37,360
|
|
||||
Total net revenue
|
$
|
398,539
|
|
|
$
|
683,220
|
|
|
$
|
658,790
|
|
|
$
|
1,219,911
|
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|
|
||||||
Americas Retail
|
$
|
(4,704
|
)
|
|
$
|
5,957
|
|
|
$
|
(41,377
|
)
|
|
$
|
4,145
|
|
Americas Wholesale
|
1,688
|
|
|
8,422
|
|
|
3,312
|
|
|
16,236
|
|
||||
Europe
|
20,795
|
|
|
51,594
|
|
|
(23,611
|
)
|
|
35,267
|
|
||||
Asia
|
(3,367
|
)
|
|
(4,800
|
)
|
|
(26,144
|
)
|
|
(8,003
|
)
|
||||
Licensing
|
11,511
|
|
|
15,547
|
|
|
21,605
|
|
|
32,191
|
|
||||
Total segment earnings (loss) from operations
|
25,923
|
|
|
76,720
|
|
|
(66,215
|
)
|
|
79,836
|
|
||||
Corporate overhead
|
(29,188
|
)
|
|
(29,229
|
)
|
|
(46,109
|
)
|
|
(55,041
|
)
|
||||
Asset impairment charges1
|
(11,969
|
)
|
|
(1,504
|
)
|
|
(64,941
|
)
|
|
(3,279
|
)
|
||||
Net gains on lease terminations2
|
885
|
|
|
—
|
|
|
429
|
|
|
—
|
|
||||
Total earnings (loss) from operations
|
$
|
(14,349
|
)
|
|
$
|
45,987
|
|
|
$
|
(176,836
|
)
|
|
$
|
21,516
|
|
1
|
During the three and six months ended August 1, 2020, the Company recognized asset impairment charges related primarily to impairment of certain operating lease ROU assets and impairment of property and equipment related to certain retail locations resulting from lower revenue and future cash flow projections from the ongoing effects of the COVID-19 pandemic. During the three and six months ended August 3, 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 and six months ended August 1, 2020, the Company recorded net gains on lease terminations related primarily to the early termination of certain lease agreements.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
Aug 1, 2020
|
|
Aug 3, 2019
|
|
Aug 1, 2020
|
|
Aug 3, 2019
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
||||||
U.S.
|
$
|
97,202
|
|
|
$
|
176,557
|
|
|
$
|
166,667
|
|
|
$
|
340,928
|
|
Italy
|
36,671
|
|
|
86,497
|
|
|
56,023
|
|
|
136,932
|
|
||||
South Korea
|
29,092
|
|
|
32,898
|
|
|
50,316
|
|
|
66,815
|
|
||||
Germany
|
33,376
|
|
|
31,990
|
|
|
44,738
|
|
|
50,738
|
|
||||
Canada
|
24,174
|
|
|
44,001
|
|
|
40,851
|
|
|
82,582
|
|
||||
Spain
|
20,381
|
|
|
39,900
|
|
|
33,377
|
|
|
67,897
|
|
||||
Other foreign countries
|
145,496
|
|
|
252,835
|
|
|
241,737
|
|
|
436,659
|
|
||||
Total product sales
|
386,392
|
|
|
664,678
|
|
|
633,709
|
|
|
1,182,551
|
|
||||
Net royalties
|
12,147
|
|
|
18,542
|
|
|
25,081
|
|
|
37,360
|
|
||||
Net revenue
|
$
|
398,539
|
|
|
$
|
683,220
|
|
|
$
|
658,790
|
|
|
$
|
1,219,911
|
|
(9)
|
Borrowings and Finance Lease Obligations
|
|
Aug 1, 2020
|
|
Feb 1, 2020
|
||||
Term loans
|
$
|
51,823
|
|
|
$
|
—
|
|
Borrowings under credit facilities
|
19,192
|
|
|
3,957
|
|
||
Mortgage debt
|
18,821
|
|
|
19,132
|
|
||
Finance lease obligations
|
16,253
|
|
|
16,535
|
|
||
Other
|
2,301
|
|
|
2,636
|
|
||
|
108,390
|
|
|
42,260
|
|
||
Less current installments
|
42,321
|
|
|
9,490
|
|
||
Long-term debt and finance lease obligations
|
$
|
66,069
|
|
|
$
|
32,770
|
|
(10)
|
Convertible Senior Notes and Related Transactions
|
|
Aug 1, 2020
|
|
Feb 1, 2020
|
||||
Liability component:
|
|
|
|
||||
Principal
|
$
|
300,000
|
|
|
$
|
300,000
|
|
Unamortized debt discount
|
(43,820
|
)
|
|
(49,017
|
)
|
||
Unamortized issuance costs
|
(3,192
|
)
|
|
(3,620
|
)
|
||
Net carrying amount
|
$
|
252,988
|
|
|
$
|
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
|
|
Six Months Ended
|
||||||||||||
|
Aug 1, 2020
|
|
Aug 3, 2019
|
|
Aug 1, 2020
|
|
Aug 3, 2019
|
||||||||
Stock options
|
$
|
820
|
|
|
$
|
697
|
|
|
$
|
1,515
|
|
|
$
|
1,287
|
|
Stock awards/units
|
3,135
|
|
|
4,205
|
|
|
8,061
|
|
|
8,020
|
|
||||
Employee Stock Purchase Plan
|
48
|
|
|
84
|
|
|
213
|
|
|
147
|
|
||||
Total share-based compensation expense
|
$
|
4,003
|
|
|
$
|
4,986
|
|
|
$
|
9,789
|
|
|
$
|
9,454
|
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Nonvested at February 1, 2020
|
1,140,023
|
|
|
$
|
16.66
|
|
Granted
|
310,881
|
|
|
9.65
|
|
|
Vested
|
(310,413
|
)
|
|
13.99
|
|
|
Forfeited
|
(249,139
|
)
|
|
12.24
|
|
|
Nonvested at August 1, 2020
|
891,352
|
|
|
$
|
16.38
|
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Nonvested at February 1, 2020
|
288,202
|
|
|
$
|
13.43
|
|
Granted1
|
526,711
|
|
|
7.20
|
|
|
Vested1
|
(305,901
|
)
|
|
10.62
|
|
|
Nonvested at August 1, 2020
|
509,012
|
|
|
$
|
8.67
|
|
1
|
Amounts include, as a result of the achievement of certain market-based vesting conditions, 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
|
|
Six Months Ended
|
||||||
|
Aug 1, 2020
|
|
Aug 3, 2019
|
||||
Beginning balance
|
$
|
4,731
|
|
|
$
|
4,853
|
|
Foreign currency translation adjustment
|
(710
|
)
|
|
(69
|
)
|
||
Ending balance
|
$
|
4,021
|
|
|
$
|
4,784
|
|
(14)
|
Defined Benefit Plans
|
|
Three Months Ended Aug 1, 2020
|
||||||||||
|
SERP
|
|
Foreign Pension Plans
|
|
Total
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
766
|
|
|
$
|
766
|
|
Interest cost
|
320
|
|
|
7
|
|
|
327
|
|
|||
Expected return on plan assets
|
—
|
|
|
(45
|
)
|
|
(45
|
)
|
|||
Net amortization of unrecognized prior service credit
|
—
|
|
|
(16
|
)
|
|
(16
|
)
|
|||
Net amortization of actuarial losses
|
10
|
|
|
87
|
|
|
97
|
|
|||
Net periodic defined benefit pension cost
|
$
|
330
|
|
|
$
|
799
|
|
|
$
|
1,129
|
|
|
Six Months Ended Aug 1, 2020
|
||||||||||
|
SERP
|
|
Foreign Pension Plans
|
|
Total
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
1,530
|
|
|
$
|
1,530
|
|
Interest cost
|
639
|
|
|
15
|
|
|
654
|
|
|||
Expected return on plan assets
|
—
|
|
|
(90
|
)
|
|
(90
|
)
|
|||
Net amortization of unrecognized prior service credit
|
—
|
|
|
(32
|
)
|
|
(32
|
)
|
|||
Net amortization of actuarial losses
|
20
|
|
|
173
|
|
|
193
|
|
|||
Net periodic defined benefit pension cost
|
$
|
659
|
|
|
$
|
1,596
|
|
|
$
|
2,255
|
|
|
Three Months Ended Aug 3, 2019
|
||||||||||
|
SERP
|
|
Foreign Pension Plans
|
|
Total
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
808
|
|
|
$
|
808
|
|
Interest cost
|
481
|
|
|
67
|
|
|
548
|
|
|||
Expected return on plan assets
|
—
|
|
|
(78
|
)
|
|
(78
|
)
|
|||
Net amortization of unrecognized prior service credit
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|||
Net amortization of actuarial losses
|
15
|
|
|
96
|
|
|
111
|
|
|||
Net periodic defined benefit pension cost
|
$
|
496
|
|
|
$
|
884
|
|
|
$
|
1,380
|
|
|
Six Months Ended Aug 3, 2019
|
||||||||||
|
SERP
|
|
Foreign Pension Plans
|
|
Total
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
1,615
|
|
|
$
|
1,615
|
|
Interest cost
|
962
|
|
|
135
|
|
|
1,097
|
|
|||
Expected return on plan assets
|
—
|
|
|
(155
|
)
|
|
(155
|
)
|
|||
Net amortization of unrecognized prior service credit
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
|||
Net amortization of actuarial losses
|
31
|
|
|
191
|
|
|
222
|
|
|||
Net periodic defined benefit pension cost
|
$
|
993
|
|
|
$
|
1,767
|
|
|
$
|
2,760
|
|
(15)
|
Fair Value Measurements
|
|
|
Fair Value Measurements
|
|
Fair Value Measurements
|
||||||||||||||||||||||||||||
|
|
at Aug 1, 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
|
|
$
|
—
|
|
|
$
|
116
|
|
|
$
|
—
|
|
|
$
|
116
|
|
|
$
|
—
|
|
|
$
|
4,854
|
|
|
$
|
—
|
|
|
$
|
4,854
|
|
Total
|
|
$
|
—
|
|
|
$
|
116
|
|
|
$
|
—
|
|
|
$
|
116
|
|
|
$
|
—
|
|
|
$
|
4,854
|
|
|
$
|
—
|
|
|
$
|
4,854
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Foreign exchange currency contracts
|
|
$
|
—
|
|
|
$
|
5,938
|
|
|
$
|
—
|
|
|
$
|
5,938
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swap
|
|
—
|
|
|
1,317
|
|
|
—
|
|
|
1,317
|
|
|
—
|
|
|
348
|
|
|
—
|
|
|
348
|
|
||||||||
Deferred compensation obligations
|
|
—
|
|
|
13,538
|
|
|
—
|
|
|
13,538
|
|
|
—
|
|
|
14,091
|
|
|
—
|
|
|
14,091
|
|
||||||||
Total
|
|
$
|
—
|
|
|
$
|
20,793
|
|
|
$
|
—
|
|
|
$
|
20,793
|
|
|
$
|
—
|
|
|
$
|
14,439
|
|
|
$
|
—
|
|
|
$
|
14,439
|
|
(16)
|
Derivative Financial Instruments
|
|
Derivative Balance Sheet Location
|
|
Fair Value at
Aug 1, 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
|
|
$
|
116
|
|
|
$
|
3,987
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|||
Foreign exchange currency contracts
|
Other current assets/
Other assets
|
|
—
|
|
|
867
|
|
||
Total
|
|
|
$
|
116
|
|
|
$
|
4,854
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||
Cash flow hedges:
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
Accrued expenses/
Other long-term liabilities
|
|
$
|
4,184
|
|
|
$
|
—
|
|
Interest rate swap
|
Other long-term liabilities
|
|
1,317
|
|
|
348
|
|
||
Total derivatives designated as hedging instruments
|
|
|
5,501
|
|
|
348
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||
Foreign exchange currency contracts
|
Accrued expenses
|
|
1,754
|
|
|
—
|
|
||
Total
|
|
|
$
|
7,255
|
|
|
$
|
348
|
|
|
Gains (Losses) Recognized in OCI
|
|
Location of Gains (Losses) Reclassified from Accumulated OCI into Earnings (Loss)
|
|
Gains (Losses) Reclassified from Accumulated OCI into Earnings (Loss)
|
||||||||||||
|
Three Months Ended
|
|
|
Three Months Ended
|
|||||||||||||
|
Aug 1, 2020
|
|
Aug 3, 2019
|
|
|
Aug 1, 2020
|
|
Aug 3, 2019
|
|||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
$
|
(7,758
|
)
|
|
$
|
3,063
|
|
|
Cost of product sales
|
|
$
|
2,504
|
|
|
$
|
1,757
|
|
Interest rate swap
|
(139
|
)
|
|
(777
|
)
|
|
Interest expense
|
|
(42
|
)
|
|
44
|
|
|
Gains (Losses) Recognized in OCI
|
|
Location of Gain (Loss) Reclassified from Accumulated OCI into Earnings (Loss)
|
|
Gains (Losses) Reclassified from Accumulated OCI into Earnings (Loss)
|
||||||||||||
|
Six Months Ended
|
|
|
Six Months Ended
|
|||||||||||||
|
Aug 1, 2020
|
|
Aug 3, 2019
|
|
|
Aug 1, 2020
|
|
Aug 3, 2019
|
|||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange currency contracts
|
$
|
(3,348
|
)
|
|
$
|
7,718
|
|
|
Cost of product sales
|
|
$
|
4,495
|
|
|
$
|
1,987
|
|
Interest rate swap
|
(1,013
|
)
|
|
(996
|
)
|
|
Interest expense
|
|
(45
|
)
|
|
90
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
Aug 1, 2020
|
|
Aug 3, 2019
|
|
Aug 1, 2020
|
|
Aug 3, 2019
|
||||||||
Beginning balance gain
|
$
|
7,711
|
|
|
$
|
8,663
|
|
|
$
|
6,300
|
|
|
$
|
2,999
|
|
Cumulative adjustment from adoption of new accounting guidance1
|
—
|
|
|
—
|
|
|
—
|
|
|
1,981
|
|
||||
Net gains (losses) from changes in cash flow hedges
|
(7,012
|
)
|
|
1,978
|
|
|
(3,832
|
)
|
|
5,842
|
|
||||
Net gains reclassified into earnings (loss)
|
(2,198
|
)
|
|
(1,572
|
)
|
|
(3,967
|
)
|
|
(1,753
|
)
|
||||
Ending balance gain (loss)
|
$
|
(1,499
|
)
|
|
$
|
9,069
|
|
|
$
|
(1,499
|
)
|
|
$
|
9,069
|
|
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 (Loss) Recognized in Earnings (Loss)
|
|
Gain (Loss) Recognized in Earnings (Loss)
|
||||||||||||||
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||
|
|
Aug 1, 2020
|
|
Aug 3, 2019
|
|
Aug 1, 2020
|
|
Aug 3, 2019
|
|||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange currency contracts
|
Other income (expense)
|
|
$
|
(4,706
|
)
|
|
$
|
233
|
|
|
$
|
(3,618
|
)
|
|
$
|
808
|
|
(17)
|
Subsequent Events
|
ITEM 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Total net revenue decreased 41.7% to $398.5 million for the quarter ended August 1, 2020, from $683.2 million in the same prior-year quarter. In constant currency, net revenue decreased by 41.2%.
|
•
|
Gross margin (gross profit as a percentage of total net revenue) decreased 200 basis points to 36.9% for the quarter ended August 1, 2020, from 38.9% in the same prior-year period.
|
•
|
Selling, general and administrative (“SG&A”) expenses as a percentage of total net revenue (“SG&A rate”) increased 570 basis points to 37.7% for the quarter ended August 1, 2020, compared to 32.0% in the same prior-year period. SG&A expenses decreased 31.1% to $150.3 million for the quarter ended August 1, 2020, from $218.2 million in the same prior-year period.
|
•
|
During the quarter ended August 1, 2020, the Company recognized asset impairment charges of $12.0 million, compared to $1.5 million in the same prior-year period.
|
•
|
During the quarter ended August 1, 2020, the Company recorded net gains on lease terminations of $0.9 million related primarily to the early termination of certain lease agreements.
|
•
|
Operating margin decreased 10.3% to negative 3.6% for the quarter ended August 1, 2020, from 6.7% 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. Higher asset impairment charges unfavorably impacted operating margin by 280 basis points during the quarter ended August 1, 2020 compared to the same prior-year period. Separation charges unfavorably impacted operating margin by 60 basis points during the quarter ended August 1, 2020. Net gains on lease terminations favorably impacted operating margin by 20 basis points during the quarter ended August 1, 2020. Lower expenses related to certain professional service and legal fees and related costs favorably impacted operating margin by 10 basis points during the quarter ended August 1, 2020. Loss from operations was $14.3 million for the quarter ended August 1, 2020, compared to earnings from operations of $46.0 million in the same prior-year period.
|
•
|
Other income, net (including interest income and expense), was minimal for the quarter ended August 1, 2020, compared to other expense, net of $11.0 million in the same prior-year period.
|
•
|
The effective income tax rate changed to negative 44.6% for the quarter ended August 1, 2020, compared to 25.2% in the same prior-year period. The Company’s effective tax rate for the quarter ended August 1, 2020 included the unfavorable impact from certain discrete tax adjustments totaling $8.1 million.
|
•
|
The Company had $328.0 million in cash and cash equivalents and $0.2 million in restricted cash as of August 1, 2020, compared to $131.1 million in cash and cash equivalents and $0.5 million in restricted cash at August 3, 2019.
|
◦
|
As of August 1, 2020, the Company had $51.8 million in outstanding borrowings under its term loans and $19.2 million in outstanding borrowings under its credit facilities to help ensure financial flexibility and liquidity in response to uncertainty surrounding the COVID-19 pandemic.
|
◦
|
During the three and six months ended August 1, 2020, the Company repurchased 4.0 million shares of its common stock for $38.9 million (including commissions). During fiscal 2020, the Company used $170 million of proceeds from its offering of convertible senior notes to
|
•
|
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 $46.5 million, or 15.9%, to $246.5 million as of August 1, 2020, from $293.0 million at August 3, 2019. On a constant currency basis, accounts receivable decreased by $54.9 million, or 18.7%, when compared to August 3, 2019.
|
•
|
Inventory decreased by $64.8 million, or 13.4%, to $419.4 million as of August 1, 2020, from $484.2 million at August 3, 2019. On a constant currency basis, inventory decreased by $72.6 million, or 15.0%, when compared to August 3, 2019.
|
|
|
Stores
|
|
Concessions
|
||||||||||||||
Region
|
|
Total
|
|
Directly-Operated
|
|
Partner Operated
|
|
Total
|
|
Directly-Operated
|
|
Partner Operated
|
||||||
United States
|
|
259
|
|
|
257
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Canada
|
|
79
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Central and South America
|
|
110
|
|
|
72
|
|
|
38
|
|
|
27
|
|
|
27
|
|
|
—
|
|
Total Americas
|
|
448
|
|
|
408
|
|
|
40
|
|
|
28
|
|
|
27
|
|
|
1
|
|
Europe and the Middle East
|
|
742
|
|
|
515
|
|
|
227
|
|
|
38
|
|
|
38
|
|
|
—
|
|
Asia and the Pacific
|
|
432
|
|
|
161
|
|
|
271
|
|
|
303
|
|
|
115
|
|
|
188
|
|
Total
|
|
1,622
|
|
|
1,084
|
|
|
538
|
|
|
369
|
|
|
180
|
|
|
189
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
Aug 1, 2020
|
|
Aug 3, 2019
|
|
$ Change
|
|
% Change
|
|||||||
Net revenue:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
|
$
|
110,065
|
|
|
$
|
198,966
|
|
|
$
|
(88,901
|
)
|
|
(44.7
|
%)
|
Americas Wholesale
|
20,285
|
|
|
41,902
|
|
|
(21,617
|
)
|
|
(51.6
|
%)
|
|||
Europe
|
205,851
|
|
|
340,509
|
|
|
(134,658
|
)
|
|
(39.5
|
%)
|
|||
Asia
|
50,191
|
|
|
83,301
|
|
|
(33,110
|
)
|
|
(39.7
|
%)
|
|||
Licensing
|
12,147
|
|
|
18,542
|
|
|
(6,395
|
)
|
|
(34.5
|
%)
|
|||
Total net revenue
|
$
|
398,539
|
|
|
$
|
683,220
|
|
|
$
|
(284,681
|
)
|
|
(41.7
|
%)
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
|
$
|
(4,704
|
)
|
|
$
|
5,957
|
|
|
$
|
(10,661
|
)
|
|
(179.0
|
%)
|
Americas Wholesale
|
1,688
|
|
|
8,422
|
|
|
(6,734
|
)
|
|
(80.0
|
%)
|
|||
Europe
|
20,795
|
|
|
51,594
|
|
|
(30,799
|
)
|
|
(59.7
|
%)
|
|||
Asia
|
(3,367
|
)
|
|
(4,800
|
)
|
|
1,433
|
|
|
29.9
|
%
|
|||
Licensing
|
11,511
|
|
|
15,547
|
|
|
(4,036
|
)
|
|
(26.0
|
%)
|
|||
Total segment earnings from operations
|
25,923
|
|
|
76,720
|
|
|
(50,797
|
)
|
|
(66.2
|
%)
|
|||
Corporate overhead
|
(29,188
|
)
|
|
(29,229
|
)
|
|
41
|
|
|
(0.1
|
%)
|
|||
Asset impairment charges
|
(11,969
|
)
|
|
(1,504
|
)
|
|
(10,465
|
)
|
|
695.8
|
%
|
|||
Net gains on lease terminations
|
885
|
|
|
—
|
|
|
885
|
|
|
|
|
|||
Total earnings (loss) from operations
|
$
|
(14,349
|
)
|
|
$
|
45,987
|
|
|
$
|
(60,336
|
)
|
|
(131.2
|
%)
|
|
|
|
|
|
|
|
|
|||||||
Operating margins:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
|
(4.3
|
%)
|
|
3.0
|
%
|
|
|
|
|
|||||
Americas Wholesale
|
8.3
|
%
|
|
20.1
|
%
|
|
|
|
|
|||||
Europe
|
10.1
|
%
|
|
15.2
|
%
|
|
|
|
|
|||||
Asia
|
(6.7
|
%)
|
|
(5.8
|
%)
|
|
|
|
|
|||||
Licensing
|
94.8
|
%
|
|
83.8
|
%
|
|
|
|
|
|||||
Total Company
|
(3.6
|
%)
|
|
6.7
|
%
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
|||||||||
|
Aug 1, 2020
|
|
Aug 3, 2019
|
|
$ Change
|
|
% Change
|
|||||||
Net revenue:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
|
$
|
184,649
|
|
|
$
|
375,389
|
|
|
$
|
(190,740
|
)
|
|
(50.8
|
%)
|
Americas Wholesale
|
46,160
|
|
|
88,107
|
|
|
(41,947
|
)
|
|
(47.6
|
%)
|
|||
Europe
|
312,324
|
|
|
550,564
|
|
|
(238,240
|
)
|
|
(43.3
|
%)
|
|||
Asia
|
90,576
|
|
|
168,491
|
|
|
(77,915
|
)
|
|
(46.2
|
%)
|
|||
Licensing
|
25,081
|
|
|
37,360
|
|
|
(12,279
|
)
|
|
(32.9
|
%)
|
|||
Total net revenue
|
$
|
658,790
|
|
|
$
|
1,219,911
|
|
|
$
|
(561,121
|
)
|
|
(46.0
|
%)
|
Earnings (loss) from operations:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
|
$
|
(41,377
|
)
|
|
$
|
4,145
|
|
|
$
|
(45,522
|
)
|
|
(1,098.2
|
%)
|
Americas Wholesale
|
3,312
|
|
|
16,236
|
|
|
(12,924
|
)
|
|
(79.6
|
%)
|
|||
Europe
|
(23,611
|
)
|
|
35,267
|
|
|
(58,878
|
)
|
|
(166.9
|
%)
|
|||
Asia
|
(26,144
|
)
|
|
(8,003
|
)
|
|
(18,141
|
)
|
|
(226.7
|
%)
|
|||
Licensing
|
21,605
|
|
|
32,191
|
|
|
(10,586
|
)
|
|
(32.9
|
%)
|
|||
Total segment earnings (loss) from operations
|
(66,215
|
)
|
|
79,836
|
|
|
(146,051
|
)
|
|
(182.9
|
%)
|
|||
Corporate overhead
|
(46,109
|
)
|
|
(55,041
|
)
|
|
8,932
|
|
|
(16.2
|
%)
|
|||
Asset impairment charges
|
(64,941
|
)
|
|
(3,279
|
)
|
|
(61,662
|
)
|
|
1,880.5
|
%
|
|||
Net gains on lease terminations
|
429
|
|
|
—
|
|
|
429
|
|
|
|
|
|||
Total earnings (loss) from operations
|
$
|
(176,836
|
)
|
|
$
|
21,516
|
|
|
$
|
(198,352
|
)
|
|
(921.9
|
%)
|
Operating margins:
|
|
|
|
|
|
|
|
|||||||
Americas Retail
|
(22.4
|
%)
|
|
1.1
|
%
|
|
|
|
|
|||||
Americas Wholesale
|
7.2
|
%
|
|
18.4
|
%
|
|
|
|
|
|||||
Europe
|
(7.6
|
%)
|
|
6.4
|
%
|
|
|
|
|
|||||
Asia
|
(28.9
|
%)
|
|
(4.7
|
%)
|
|
|
|
|
|||||
Licensing
|
86.1
|
%
|
|
86.2
|
%
|
|
|
|
|
|||||
Total Company
|
(26.8
|
%)
|
|
1.8
|
%
|
|
|
|
|
ITEM 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
ITEM 1.
|
Legal Proceedings.
|
ITEM 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs
|
||||||
May 3, 2020 to May 30, 2020
|
|
|
|
|
|
|
|
||||||
Repurchase program1
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
86,650,889
|
|
|
Employee transactions2
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||
May 31, 2020 to July 4, 2020
|
|
|
|
|
|
|
|
||||||
Repurchase program1
|
3,000,000
|
|
|
$
|
9.83
|
|
|
3,000,000
|
|
|
$
|
57,166,265
|
|
Employee transactions2
|
1,529
|
|
|
$
|
12.06
|
|
|
—
|
|
|
|
||
July 5, 2020 to August 1, 2020
|
|
|
|
|
|
|
|
||||||
Repurchase program1
|
1,000,000
|
|
|
$
|
9.33
|
|
|
1,000,000
|
|
|
$
|
47,834,956
|
|
Employee transactions2
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||
Total
|
|
|
|
|
|
|
|
||||||
Repurchase program1
|
4,000,000
|
|
|
$
|
9.70
|
|
|
4,000,000
|
|
|
|
||
Employee transactions2
|
1,529
|
|
|
$
|
12.06
|
|
|
—
|
|
|
|
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.
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
††32.1.
|
|
|
††32.2.
|
|
|
†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:
|
September 4, 2020
|
By:
|
/s/ CARLOS ALBERINI
|
|
|
|
Carlos Alberini
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Date:
|
September 4, 2020
|
By:
|
/s/ KATHRYN ANDERSON
|
|
|
|
Kathryn Anderson
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
Number of Shares of Common Stock:(1) 348,157
|
|
Award Date: June 11, 2020
|
|
|
|
|
|
Exercise Price per Share:(1) $8.64
|
|
Expiration Date:(1)(2) June 11, 2030
|
|
|
|
|
|
|
|
Award Number: 00008839
|
|
|
|
|
|
Vesting(1)(2) The Option shall become vested in accordance with the vesting requirements set forth in
Section 1 of the Terms and Conditions of Nonqualified Stock Option (the “Terms”) attached to this
Option Agreement incorporated herein by this reference).
|
|||
|
|
|
“GRANTEE”
|
|
GUESS?, INC.
a Delaware corporation
|
|
|
|
|
|
|
|
|
|
/s/ Carlos Alberini
|
|
|
|
Signature
|
|
By:
|
/s/ Jason T. Miller
|
|
|
|
|
Carlos Alberini
|
|
Print Name:
|
Jason T. Miller
|
Print Name
|
|
|
|
|
|
Title:
|
General Counsel and Secretary
|
|
|
|
Signature of Spouse
|
|
Date
|
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.
|
•
|
|
a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Committee may require from time to time;
|
|
|
|
•
|
|
payment in full for the Exercise Price of the shares to be purchased (a) in cash, cashier’s or bank check, or electronic funds transfer to the Company, or (b) (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Committee may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date, 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, Retirement or a Qualifying Termination, 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 Sections 1(B), 1(C) or 1(D) 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, Retirement or a Qualifying Termination, 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.
|
21.
|
No Advice Regarding Grant.
|
Number of Shares of Common Stock:(1) 348,157
|
|
Award Date: June 11, 2020
|
|
|
|
|
|
Exercise Price per Share:(1) $8.64
|
|
Expiration Date:(1)(2) June 11, 2030
|
|
|
|
|
|
|
|
Award Number: 00008840
|
|
|
|
|
|
Vesting(1)(2) The Option shall become vested as to one-third (1/3) of the total number of shares of
Common Stock subject to the Option on each of the first, second, and third anniversaries of the Award
Date, provided that the Grantee has been continuously in Service with the Company from the Award
Date through each applicable vesting date. As used herein, the term “Service” means employment by
the Company or service to the Company as a member of the Board.
|
|||
“GRANTEE”
|
|
GUESS?, INC.
a Delaware corporation
|
|
|
|
|
|
|
|
|
|
/s/ Paul Marciano
|
|
|
|
Signature
|
|
By:
|
/s/ Jason T. Miller
|
|
|
|
|
Paul Marciano
|
|
Print Name:
|
Jason T. Miller
|
Print Name
|
|
|
|
|
|
Title:
|
General Counsel and Secretary
|
|
|
|
|
|
|
Signature of Spouse
|
|
Date
|
1.
|
Vesting; Limits on Exercise; Incentive Stock Option Status.
|
•
|
Cumulative Exercisability. To the extent that the Option is vested and exercisable, the Grantee has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or earlier termination of the Option.
|
•
|
No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated.
|
•
|
Minimum Exercise. No fewer than 100 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.
|
2.
|
Continuance of Employment/Service Required; No Employment/Service Commitment.
|
3.
|
Method of Exercise of Option.
|
•
|
|
a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Committee may require from time to time;
|
|
|
|
•
|
|
payment in full for the Exercise Price of the shares to be purchased (a) in cash, cashier’s or bank check, or electronic funds transfer to the Company; (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.
|
4.
|
Termination of Option upon a Termination of Grantee’s Employment.
|
•
|
if the Grantee’s Service terminates due to his death, Disability 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, 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, Retirement or Disability, then (a) the Grantee will have sixty (60) days from the Severance Date to exercise the Option (or portion thereof) to the extent that it was exercisable on the Grantee’s Severance Date (b) the Option, to the extent not exercisable on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the sixty (60) day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 60-day period.
|
5.
|
Non-Transferability.
|
6.
|
Adjustments Upon Specified Events.
|
7.
|
Change in Control.
|
8.
|
Compliance.
|
9.
|
Notices.
|
10.
|
Failure to Enforce Not a Waiver.
|
11.
|
Plan.
|
12.
|
Entire Agreement.
|
13.
|
Governing Law.
|
14.
|
Electronic Delivery.
|
15.
|
Effect of this Agreement.
|
16.
|
Counterparts.
|
17.
|
Committee’s Powers.
|
18.
|
Section Headings.
|
19.
|
Clawback Policy.
|
20.
|
No Advice Regarding Grant.
|
Number of Shares of Common Stock:(1) 95,743
|
|
Award Date: June 11, 2020
|
|
|
|
|
|
Exercise Price per Share:(1) $8.64
|
|
Expiration Date:(1)(2) June 11, 2030
|
|
|
|
|
|
|
|
Award Number: 00008841
|
|
|
|
|
|
Vesting(1)(2) The Option shall become vested as to 25% of the total number of shares of Common Stock subject to the Option on each of the first, second, third and fourth anniversaries of the Award Date, provided that the Grantee has been continuously in Service with the Company from the Award
Date through each applicable vesting date. As used herein, the term “Service” means employment by
the Company or a Subsidiary.
|
|||
“GRANTEE”
|
|
GUESS?, INC.
a Delaware corporation
|
|
|
|
|
|
|
|
|
|
/s/ Kathryn Anderson
|
|
|
|
Signature
|
|
By:
|
/s/ Jason T. Miller
|
|
|
|
|
Kathryn Anderson
|
|
Print Name:
|
Jason T. Miller
|
Print Name
|
|
|
|
|
|
Title:
|
General Counsel and Secretary
|
|
|
|
/s/ Brian Michael Anderson
|
|
7/23/2020
|
Signature of Spouse
|
|
Date
|
1.
|
Vesting; Limits on Exercise; Incentive Stock Option Status.
|
•
|
Cumulative Exercisability. To the extent that the Option is vested and exercisable, the Grantee has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or earlier termination of the Option.
|
•
|
No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated.
|
•
|
Minimum Exercise. No fewer than 100 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.
|
2.
|
Continuance of Employment Required; No Employment/Service Commitment.
|
3.
|
Method of Exercise of Option.
|
•
|
|
a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Committee may require from time to time;
|
|
|
|
•
|
|
payment in full for the Exercise Price of the shares to be purchased (a) in cash, cashier’s or bank check, or electronic funds transfer to the Company; (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.
|
4.
|
Termination of Option upon a Termination of Grantee’s Employment.
|
•
|
if the Grantee’s Service terminates due to her death, Disability or Retirement, then (a) the Grantee, her personal representative or beneficiary will have twelve (12) months from the Severance Date to exercise the Option (or any portion thereof) to the extent that it was exercisable on the Severance Date; provided that if the Grantee’s employment terminates as a result of Disability or Retirement and she dies during such 12-month period, her beneficiary will have one year from the date of the Grantee’s death to exercise the Option (or any portion thereof) to the extent it was vested on the Grantee’s Severance Date, (b) the Option, to the extent not exercisable on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date (or, if applicable, the 12-month period following the Grantee’s subsequent death) and not exercised during such period, shall terminate at the close of business on the last day of such 12-month period.
|
•
|
if the Grantee’s Service terminates for any reason other than her death, Retirement or Disability, then (a) the Grantee will have sixty (60) days from the Severance Date to exercise the Option (or portion thereof) to the extent that it was exercisable on the Grantee’s Severance Date (b) the Option, to the extent not exercisable on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the sixty (60) day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 60-day period.
|
5.
|
Non-Transferability.
|
6.
|
Adjustments Upon Specified Events.
|
7.
|
Change in Control.
|
8.
|
Compliance.
|
9.
|
Notices.
|
10.
|
Failure to Enforce Not a Waiver.
|
11.
|
Plan.
|
12.
|
Entire Agreement.
|
13.
|
Governing Law.
|
14.
|
Electronic Delivery.
|
15.
|
Effect of this Agreement.
|
16.
|
Counterparts.
|
17.
|
Committee’s Powers.
|
18.
|
Section Headings.
|
19.
|
Clawback Policy.
|
20.
|
No Advice Regarding Grant.
|
1.
|
Definitions; Incorporation of Plan Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. 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 310,881 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 shareholder 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, together with the other equity award previously granted to Grantee on June 11, 2020, is in complete satisfaction of the Grantee’s right, if any, to receive equity-based awards from the Company with respect to the Company’s 2021 fiscal year.
|
3.
|
Vesting.
|
A.
|
If both the Licensing Segment Earnings from Operations Threshold and the Earnings from Operations Threshold (each as determined pursuant to Section 3(B)) are achieved for the Performance Period then, except as otherwise expressly provided in Sections 7 and 8 herein, this Award shall vest as to (i) one-third of the Restricted Stock Units on January 30, 2021 (the “First Tranche”), (ii) one-third of the Restricted Stock Units on January 30, 2022 (the “Second Tranche”), and (iii) one-third of the Restricted Stock Units on January 30, 2023 (the “Third Tranche”); provided that Grantee has been continuously in Service with the Company from the Date of Grant through each applicable vesting date. If either (but not both) the Licensing Segment Earnings from Operations Threshold or the Earnings from Operations Threshold (each as determined pursuant to Section 3(B)) is achieved for the Performance Period then, except as otherwise expressly provided in Sections 7 and 8 herein, this Award shall vest as to (i) one-sixth of the Restricted Stock Units on January 30, 2021 (the “First Tranche”), (ii) one-sixth of the Restricted Stock Units on January 30, 2022 (the “Second Tranche”), and (iii) one-sixth of the Restricted Stock Units on January 30, 2023 (the “Third Tranche”); provided that Grantee has been continuously in Service with the Company from the Date of Grant through each applicable 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 service to the Company as a member of the Board.
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B.
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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 2021 fiscal year, that the Company achieved (i) Licensing Segment Earnings from Operations (as defined below) for the Company’s 2021 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 (the “Licensing Segment Earnings from Operations Threshold”) or (ii) Earnings from Operations (as defined below) for 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 (the “Earnings from Operations Threshold”).
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C.
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If either a Change in Control or the death or Disability (as defined below) of the Grantee occurs before the last day of the Performance Period, the performance-based requirements of Sections 3(A) and 3(B) shall be deemed met as of the date of such event.
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D.
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If both the Licensing Segment Earnings from Operations Threshold and the Earnings from Operations Threshold are not met for the Performance Period (and Section 3(C) does not apply), this Award and the Restricted Stock Units subject hereto shall terminate and be cancelled as of the last day of the Performance Period. If either (but not both) the Licensing Segment Earnings from Operations Threshold or the Earnings from Operations Threshold is not met for the Performance Period (and
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E.
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For purposes of this Award, “Disabled” and “Disability” shall (i) have the meaning defined under the Company’s then-current long-term disability insurance plan, policy, program or contract as entitles the Grantee to payment of disability benefits thereunder, or (ii) if there shall be no such plan, policy, program or contract, mean permanent and total disability as defined in Section 22(e)(3) of the Code.
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4.
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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.
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5.
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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) January 30, 2022 and the number of Award Shares subject to the Third Tranche that vest pursuant to the terms hereof on (or within three business days following) January 30, 2023. 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, 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.
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6.
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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.
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7.
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Effect of Certain Cessations of Service. 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, in the event of the Grantee’s Disability or death while in Service. 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. 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 date of such termination
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8.
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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:
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A.
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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.
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B.
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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.
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9.
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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.
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10.
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Taxes.
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A.
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The settlement of this Award is conditioned on the Grantee making arrangements reasonably satisfactory to the Company for the withholding of all applicable federal, state, local or foreign taxes as may be required under applicable law.
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B.
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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.
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C.
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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 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 vested Restricted Stock Units are actually settled.
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11.
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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.
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12.
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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.
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13.
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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.
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14.
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Governing Law. This Agreement shall be governed by and construed according to the laws of the State of Delaware, without regard to Delaware or other laws that might cause other law to govern under applicable principles of conflicts of law. For purposes of litigating any dispute that arises under this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation shall be conducted in the courts of Los Angeles County, or the federal courts for the United States for the Central District of California, and no other courts, where this Agreement is made and/or to be performed.
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15.
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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.
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16.
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Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
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17.
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Amendments. This Agreement may be amended or modified at any time by an instrument in writing signed by both parties.
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18.
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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.
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19.
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Committee’s Powers. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee or, to the extent delegated, in its delegate pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan, including, without limitation, the right to make certain determinations and elections with respect to the Restricted Stock Units.
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20.
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Termination of this Agreement. Upon termination of this Agreement, all rights of the Grantee hereunder shall cease.
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21.
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Clawback Policy. This Award is subject to the terms of the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Award or any shares of Common Stock or other cash or property received with respect to the Award (including any value received from a disposition of the shares acquired in respect of the Award).
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GUESS?, INC.,
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a Delaware corporation
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By: /s/ Jason T. Miller
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Print Name: Jason T. Miller
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Its: General Counsel and Secretary
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GRANTEE
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/s/ Paul Marciano
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Signature
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Paul Marciano
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Print Name
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Employee ID
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GRANTEE
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Signature
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Print Name
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Dated:
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Signature of Spouse
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Print Name
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1.
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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, entered into [for Carlos Alberini January 27, 2019 / for Kathryn Anderson dated October 23, 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.
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2.
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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 a “target” of [for Carlos Alberini 360,491 shares / for Kathryn Anderson 64,654 shares] of the Company’s common stock subject to the terms, conditions, and restrictions set forth herein (the “Restricted Stock Units,” and such target number of Restricted Stock Units, the “Target Number of 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 shareholder 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.
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3.
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Vesting.
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A.
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Subject to Section 3(B) below and except as otherwise expressly provided in Sections 7 and 8 herein, this Award shall vest and become nonforfeitable on the last day of the Performance Period (as defined below) (the “Vesting Date”); provided that the Grantee has been continuously in Service with the Company from the Date of Grant through the Vesting Date. Except as specifically provided herein, Service for only a portion of the vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting. The number of Restricted Stock Units subject to this Award that vest will be equal to the Target Number of Restricted Stock Units multiplied by a “Vesting Percentage” determined based on the Company’s TSR Percentile (as defined below) for the Performance Period in accordance with the following table:
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B.
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Notwithstanding anything to the contrary in this Agreement, the number of Restricted Stock Units subject to this Award that become Vested Restricted Stock Units shall not exceed the number of Restricted Stock Units determined by dividing [for Carlos Alberini $11,500,000 / for Kathryn Anderson $2,062,500] by the Fair Market Value of a share of Common Stock on the applicable vesting date. In the event that
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C.
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For purposes of this Award, the following definitions shall apply:
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i.
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“Performance Period” means the period of time beginning with the Date of Grant and ending with the last day of the Company’s fiscal year 2023.
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ii.
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“TSR Percentile” means the percentile ranking of the Company’s TSR among the TSRs for the Company Peer Group members for the Performance Period.
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iii.
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“TSR” means total shareholder return and shall be determined with respect to the Company and any other Company Peer Group member by dividing: (a) the sum of (1) the difference obtained by subtracting the applicable Beginning Price from the applicable Ending Price plus (2) all dividends and other distributions as to which the ex-dividend date occurs during the Performance Period (for purposes of clarity, without duplicating any dividends and other distributions as to which the ex-dividend date occurs during the period of twenty (20) consecutive trading days ending on the last trading day of the Performance Period that are taken into account in the determination of Ending Price) by (b) the Beginning Price. Any non-cash distributions shall be ascribed such dollar value as may be determined by or at the direction of the Committee. For the purpose of determining TSR, the value of dividends and other distributions shall be determined by treating them as reinvested in additional shares of stock at the closing market price on the corresponding ex-dividend date.
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iv.
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“Beginning Price” means, with respect to the Company and any other Company Peer Group member, the average of the closing market prices of such company’s common stock on the principal exchange on which such stock is traded for the twenty (20) consecutive trading days beginning with the Date of Grant. For the purpose of determining Beginning Price, the value of dividends and other distributions shall be determined by treating them as reinvested in additional shares of stock at the closing market price on the corresponding ex-dividend date.
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v.
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“Ending Price” means, with respect to the Company and any other Company Peer Group member, the average of the closing market prices of such company’s common stock on the principal exchange on which such stock is traded for the twenty (20) consecutive trading days ending on the last trading day of the Performance Period. For the purpose of determining Ending Price, the value of dividends and other distributions shall be determined by treating them as reinvested in additional shares of stock at the closing market price on the corresponding ex-dividend date.
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vi.
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“Company Peer Group” means the Company and each of the following companies:
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4.
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Dividend Equivalents. If a cash dividend is paid with respect to the Common Stock during the Performance Period and while any Restricted Stock Units subject to this Award are outstanding, the Grantee shall be credited with an amount in cash equal to the dividends the
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5.
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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 any Restricted Stock Units that vest pursuant to the terms hereof as soon as administratively practicable after (and in no event later than 74 days following) the Vesting Date. 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, 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).
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6.
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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 this Award.
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7.
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Effect of Certain Cessations of Service.
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A.
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If, at any time prior to the Vesting Date, the Grantee’s Service is terminated by the Company without “Cause” (as defined in the Employment Agreement), by the Grantee for “Good Reason” (as defined in the Employment Agreement), or 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 (such termination of employment, a “Qualifying Termination”), and such a Qualifying Termination occurs outside the Change in Control Window described in Section 7(B) below, the Target Number of Restricted Stock Units shall be pro-rated by multiplying the Target Number of Restricted Stock Units by the “Equity Award Pro-Rata Fraction.” For purposes of this Award, the “Equity Award Pro-Rata Fraction” means the fraction obtained by dividing (i) the total number of days the Grantee was employed by the Company between the first day of the Performance Period and the date of the termination of the Grantee’s employment, by (ii) the total number of days in the Performance Period. Such pro-rated number of Target Number of Restricted Stock Units shall remain outstanding and eligible to vest on the Vesting Date based on the Vesting Percentage determined under Section 3(A) as though the Grantee’s employment had not been terminated. If a Change in Control occurs during the Performance Period, Section 8(A) shall apply to the Award, and the pro-rata vesting provision of this Section 7(A) shall be given effect in calculating the number of Restricted Stock Units that vest.
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B.
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If, at any time prior to the Vesting Date, the Grantee’s Service is terminated in a Qualifying Termination that occurs within twelve (12) months before, upon, or within two (2) years after a Change in Control (such period, the “Change in Control Window”), Section 8(C) below shall apply to the Award.
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C.
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If, at any time prior to the Vesting Date, the Grantee’s Service is terminated due to the Grantee’s death or “Disability” (as such term is defined in the Employment Agreement), the Target Number of Restricted Stock Units shall be pro-rated by multiplying the Target Number of Restricted Stock Units by the Equity Award Pro-Rata Fraction. Such pro-rated number of Target Number of Restricted Stock Units shall remain outstanding and eligible to vest on the Vesting Date based on the Vesting Percentage determined under Section 3(A) as though the Grantee’s employment had not been terminated. If a Change in Control occurs during the Performance Period, Section 8(A) or 8(B) shall apply to the Award, as applicable, and the pro-rata vesting provision of this Section 7(C) shall be given effect in calculating the number of Restricted Stock Units that vest.
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D.
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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 date of such termination of Service, shall terminate and be cancelled as of the date of such termination of Service. Sections 14(a) and 14(b) of the Plan shall not apply to this Award.
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E.
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For purposes of clarity, any Restricted Stock Units that vest pursuant to this Section 7 (and any Dividend Equivalents related thereto) shall still be paid at the applicable time set forth in Section 5.
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8.
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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:
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A.
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If a Change in Control occurs and this Award (to the extent outstanding) 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”), this Award will vest as of the date of such Change in Control with respect to a number of Restricted Stock Units determined as follows:
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i.
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If the Change in Control occurs during the Company’s 2021 fiscal year, this Award shall be become vested as to the Target Number of Restricted Stock Units.
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ii.
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If the Change in Control occurs during the Company’s 2022 fiscal year or 2023 fiscal year, the number of Restricted Stock Units subject to this Award that vest in accordance with this Section 8(A)(ii) shall be determined as though the Performance Period ended as of the date of the Change in Control, and the Vesting Percentage under Section 3(A) shall be determined based on actual TSR performance for such shortened performance period.
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B.
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If this Award (to the extent then outstanding) is continued following a Change in Control or is assumed or converted into restricted stock units of any Successor Entity, the number of Restricted Stock Units subject to this Award shall be adjusted as provided in the next sentence, and such adjusted number of Restricted Stock Units shall remain eligible to vest on the Vesting Date in accordance with this Section 8(B). In such circumstances, the number of Restricted Stock Units subject to this Award shall be adjusted in connection with the Change in Control as follows:
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i.
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If the Change in Control occurs during the Company’s 2021 fiscal year, the number of Restricted Stock Units subject to this Award that shall remain eligible to vest in accordance with this Section 8(B) shall be equal to the Target Number of Restricted Stock Units.
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ii.
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If the Change in Control occurs during the Company’s 2022 fiscal year or 2023 fiscal year, the number of Restricted Stock Units subject to this Award that shall remain eligible to vest in accordance with this Section 8(B) shall be determined as though the Performance Period ended as of the date of the Change in Control, and the Vesting Percentage under Section 3(A) shall be determined based on actual TSR performance for such shortened performance period.
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C.
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If the Grantee’s Service is terminated in a Qualifying Termination that occurs within the Change in Control Window, the Award shall vest (or shall be deemed to have vested) on the date of the Change in Control as follows:
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i.
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If the Change in Control occurs after the end of the Performance Period, an additional number of Restricted Stock Units subject to this Award shall vest, with the number of Restricted Stock Units vesting equal to the number necessary to cause the total number of Restricted Stock Units subject to this Award that vest (including Restricted Stock Units subject to this Award that previously vested) equal to the number of Restricted Stock Units subject to this Award that would have vested had the pro-ration provision of Section 7(A) not applied.
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ii.
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If the Change in Control occurs on or before the last day of the Performance Period, the Award shall be treated as provided in Section 8(A) as though it was not continued following such event or assumed or converted into restricted stock units of any Successor Entity and the pro-ration provision of Section 7(A) shall not apply.
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9.
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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.
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10.
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Taxes.
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A.
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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.
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B.
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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.
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C.
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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) 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).
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11.
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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.
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12.
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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.
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13.
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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.
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14.
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Governing Law. This Agreement shall be governed by and construed according to the laws of the State of Delaware, without regard to Delaware or other laws that might cause other law to govern under applicable principles of conflicts of law. For purposes of litigating any dispute that arises under this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation shall be conducted in the courts of Los Angeles County, or the federal courts for the United States for the Central District of California, and no other courts, where this Agreement is made and/or to be performed.
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15.
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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.
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16.
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Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
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17.
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Amendments. This Agreement may be amended or modified at any time by an instrument in writing signed by both parties.
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18.
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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.
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19.
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Committee’s Powers. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee or, to the extent delegated, in its delegate pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan, including, without limitation, the right to make certain determinations and elections with respect to the Restricted Stock Units.
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20.
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Termination of this Agreement. Upon termination of this Agreement, all rights of the Grantee hereunder shall cease.
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21.
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Clawback Policy. This Award is subject to the terms of the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of this Award or any shares of Common Stock or other cash or property received with respect to this Award (including any value received from a disposition of the shares acquired in respect of this Award).
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GUESS?, INC.,
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a Delaware corporation
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By:
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Print Name: Jason T. Miller
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Its: General Counsel and Secretary
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GRANTEE
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Signature
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Print Name
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Employee ID
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GRANTEE
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Signature
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Print Name
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Signature of Spouse
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Print Name
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GUESS?, INC.
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/s/ Jason T. Miller
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By: Jason T. Miller
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Title: General Counsel
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Acknowledged and Agreed:
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By:
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/s/ Carlos Alberini
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Carlos Alberini
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Date:
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July 9, 2020
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GUESS?, INC.
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/s/ Carlos Alberini
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By: Carlos Alberini
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Title: CEO
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Acknowledged and Agreed:
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By:
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/s/ Kathryn Anderson
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Kathryn Anderson
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Date:
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July 9, 2020
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1.
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I have reviewed this annual on Form 10-K of Guess?, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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September 4, 2020
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By:
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/s/ CARLOS ALBERINI
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Carlos Alberini
Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Guess?, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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September 4, 2020
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By:
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/s/ KATHRYN ANDERSON
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Kathryn Anderson
Chief Financial Officer |
•
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the Quarterly Report on Form 10-Q of the Company for the period ended August 1, 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
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•
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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September 4, 2020
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By:
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/s/ CARLOS ALBERINI
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Carlos Alberini
Chief Executive Officer
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•
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the Quarterly Report on Form 10-Q of the Company for the period ended August 1, 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
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•
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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September 4, 2020
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By:
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/s/ KATHRYN ANDERSON
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Kathryn Anderson
Chief Financial Officer |