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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-3842867
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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|
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1818 Cornwall Avenue
Vancouver, British Columbia
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V6J 1C7
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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þ
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Accelerated filer
|
|
o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
|
|
o
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Page
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Item 1.
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||
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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||
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August 2,
2015 |
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February 1,
2015 |
||||
ASSETS
|
||||||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
541,262
|
|
|
$
|
664,479
|
|
Accounts receivable
|
|
12,209
|
|
|
13,746
|
|
||
Inventories
|
|
280,607
|
|
|
208,116
|
|
||
Prepaid expenses and other current assets
|
|
84,191
|
|
|
64,671
|
|
||
|
|
918,269
|
|
|
951,012
|
|
||
Property and equipment, net
|
|
324,093
|
|
|
296,008
|
|
||
Goodwill and intangible assets, net
|
|
25,611
|
|
|
26,163
|
|
||
Deferred income tax assets
|
|
15,667
|
|
|
16,018
|
|
||
Other non-current assets
|
|
10,581
|
|
|
7,012
|
|
||
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$
|
1,294,221
|
|
|
$
|
1,296,213
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
7,488
|
|
|
$
|
9,339
|
|
Accrued inventory liabilities
|
|
35,545
|
|
|
22,296
|
|
||
Accrued compensation and related expenses
|
|
33,050
|
|
|
29,932
|
|
||
Income taxes payable
|
|
1,239
|
|
|
20,073
|
|
||
Unredeemed gift card liability
|
|
36,148
|
|
|
46,252
|
|
||
Other accrued liabilities
|
|
34,638
|
|
|
31,989
|
|
||
|
|
148,108
|
|
|
159,881
|
|
||
Deferred income tax liabilities
|
|
3,545
|
|
|
3,633
|
|
||
Other non-current liabilities
|
|
47,100
|
|
|
43,131
|
|
||
|
|
198,753
|
|
|
206,645
|
|
||
Stockholders' equity
|
|
|
|
|
||||
Undesignated preferred stock, $0.01 par value, 5,000 shares authorized, none issued and outstanding
|
|
—
|
|
|
—
|
|
||
Exchangeable stock, no par value, 60,000 shares authorized, issued and outstanding 9,833 and 9,833
|
|
—
|
|
|
—
|
|
||
Special voting stock, $0.000005 par value, 60,000 shares authorized, issued and outstanding 9,833 and 9,833
|
|
—
|
|
|
—
|
|
||
Common stock, $0.005 par value, 400,000 shares authorized, issued and outstanding 131,104 and 132,112
|
|
656
|
|
|
661
|
|
||
Additional paid-in capital
|
|
249,078
|
|
|
241,695
|
|
||
Retained earnings
|
|
1,035,903
|
|
|
1,020,619
|
|
||
Accumulated other comprehensive loss
|
|
(190,169
|
)
|
|
(173,407
|
)
|
||
|
|
1,095,468
|
|
|
1,089,568
|
|
||
|
|
$
|
1,294,221
|
|
|
$
|
1,296,213
|
|
|
|
Thirteen Weeks Ended
August 2, 2015 |
|
Thirteen Weeks Ended
August 3, 2014 |
|
Twenty-Six Weeks Ended
August 2, 2015 |
|
Twenty-Six Weeks Ended
August 3, 2014 |
||||||||
Net revenue
|
|
$
|
453,010
|
|
|
$
|
390,708
|
|
|
$
|
876,554
|
|
|
$
|
775,326
|
|
Cost of goods sold
|
|
240,985
|
|
|
193,401
|
|
|
458,652
|
|
|
382,275
|
|
||||
Gross profit
|
|
212,025
|
|
|
197,307
|
|
|
417,902
|
|
|
393,051
|
|
||||
Selling, general and administrative expenses
|
|
145,446
|
|
|
129,419
|
|
|
283,287
|
|
|
255,362
|
|
||||
Income from operations
|
|
66,579
|
|
|
67,888
|
|
|
134,615
|
|
|
137,689
|
|
||||
Other income, net
|
|
842
|
|
|
1,890
|
|
|
1,371
|
|
|
3,533
|
|
||||
Income before provision for income taxes
|
|
67,421
|
|
|
69,778
|
|
|
135,986
|
|
|
141,222
|
|
||||
Provision for income taxes
|
|
19,753
|
|
|
21,030
|
|
|
40,508
|
|
|
73,493
|
|
||||
Net income
|
|
$
|
47,668
|
|
|
$
|
48,748
|
|
|
$
|
95,478
|
|
|
$
|
67,729
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
|
(39,368
|
)
|
|
3,664
|
|
|
(16,762
|
)
|
|
16,054
|
|
||||
Comprehensive income
|
|
$
|
8,300
|
|
|
$
|
52,412
|
|
|
$
|
78,716
|
|
|
$
|
83,783
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
|
$
|
0.34
|
|
|
$
|
0.34
|
|
|
$
|
0.67
|
|
|
$
|
0.47
|
|
Diluted earnings per share
|
|
$
|
0.34
|
|
|
$
|
0.33
|
|
|
$
|
0.67
|
|
|
$
|
0.46
|
|
Basic weighted-average number of shares outstanding
|
|
141,372
|
|
|
145,180
|
|
|
141,656
|
|
|
145,282
|
|
||||
Diluted weighted-average number of shares outstanding
|
|
141,644
|
|
|
145,544
|
|
|
141,977
|
|
|
145,715
|
|
|
|
Exchangeable
Stock
|
|
Special Voting
Stock
|
|
Common
Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total
|
|||||||||||||||||||||||
|
|
Shares
|
|
Par Value
|
|
Shares
|
|
Par Value
|
|
Shares
|
|
Par Value
|
|
|
|
|
|||||||||||||||||||||
Balance at February 1, 2015
|
|
9,833
|
|
|
$
|
—
|
|
|
9,833
|
|
|
$
|
—
|
|
|
132,112
|
|
|
$
|
661
|
|
|
$
|
241,695
|
|
|
$
|
1,020,619
|
|
|
$
|
(173,407
|
)
|
|
$
|
1,089,568
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
95,478
|
|
|
|
|
95,478
|
|
|||||||||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,762
|
)
|
|
(16,762
|
)
|
|||||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,021
|
|
|
|
|
|
|
6,021
|
|
|||||||||||||||
Excess tax benefit from stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
649
|
|
|
|
|
|
|
649
|
|
|||||||||||||||
Common stock issued upon settlement of stock-based compensation
|
|
|
|
|
|
|
|
|
|
285
|
|
|
1
|
|
|
4,120
|
|
|
|
|
|
|
4,121
|
|
|||||||||||||
Shares withheld related to net share settlement of stock-based compensation
|
|
|
|
|
|
|
|
|
|
(23
|
)
|
|
—
|
|
|
(1,464
|
)
|
|
|
|
|
|
(1,464
|
)
|
|||||||||||||
Repurchase of common stock
|
|
|
|
|
|
|
|
|
|
(1,270
|
)
|
|
(6
|
)
|
|
(1,798
|
)
|
|
(80,194
|
)
|
|
|
|
(81,998
|
)
|
||||||||||||
Registration fees associated with prospectus supplement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(145
|
)
|
|
|
|
|
|
(145
|
)
|
|||||||||||||||
Balance at August 2, 2015
|
|
9,833
|
|
|
$
|
—
|
|
|
9,833
|
|
|
$
|
—
|
|
|
131,104
|
|
|
$
|
656
|
|
|
$
|
249,078
|
|
|
$
|
1,035,903
|
|
|
$
|
(190,169
|
)
|
|
$
|
1,095,468
|
|
|
|
Twenty-Six Weeks Ended
August 2, 2015 |
|
Twenty-Six Weeks Ended
August 3, 2014 |
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
95,478
|
|
|
$
|
67,729
|
|
Items not affecting cash
|
|
|
|
|
||||
Depreciation and amortization
|
|
32,791
|
|
|
26,097
|
|
||
Stock-based compensation expense
|
|
6,021
|
|
|
3,369
|
|
||
Deferred income taxes
|
|
(11
|
)
|
|
27,789
|
|
||
Excess tax benefits from stock-based compensation
|
|
(649
|
)
|
|
(46
|
)
|
||
Other, including net changes in other non-cash balances
|
|
|
|
|
||||
Prepaid taxes
|
|
(13,614
|
)
|
|
(5,819
|
)
|
||
Other prepaid expenses and other current assets
|
|
(5,434
|
)
|
|
(8,649
|
)
|
||
Inventories
|
|
(74,010
|
)
|
|
9,418
|
|
||
Accounts payable
|
|
(1,809
|
)
|
|
(5,709
|
)
|
||
Accrued inventory liabilities
|
|
13,666
|
|
|
5,050
|
|
||
Other accrued liabilities
|
|
2,828
|
|
|
4,886
|
|
||
Income taxes payable
|
|
(18,463
|
)
|
|
(207
|
)
|
||
Accrued compensation and related expenses
|
|
3,394
|
|
|
7,013
|
|
||
Other non-cash balances
|
|
(8,027
|
)
|
|
(6,936
|
)
|
||
Net cash provided by operating activities
|
|
32,161
|
|
|
123,985
|
|
||
Cash flows from investing activities
|
|
|
|
|
||||
Purchase of property and equipment
|
|
(65,118
|
)
|
|
(52,102
|
)
|
||
Net cash used in investing activities
|
|
(65,118
|
)
|
|
(52,102
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Proceeds from settlement of stock-based compensation
|
|
4,121
|
|
|
2,251
|
|
||
Excess tax benefits from stock-based compensation
|
|
649
|
|
|
46
|
|
||
Taxes paid related to net share settlement of equity awards
|
|
(1,464
|
)
|
|
(3,660
|
)
|
||
Repurchase of common stock
|
|
(81,998
|
)
|
|
(55,804
|
)
|
||
Registration fees associated with prospectus supplement
|
|
(145
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
|
(78,837
|
)
|
|
(57,167
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(11,423
|
)
|
|
11,708
|
|
||
(Decrease) increase in cash and cash equivalents
|
|
(123,217
|
)
|
|
26,424
|
|
||
Cash and cash equivalents, beginning of period
|
|
$
|
664,479
|
|
|
$
|
698,649
|
|
Cash and cash equivalents, end of period
|
|
$
|
541,262
|
|
|
$
|
725,073
|
|
|
|
Stock Options
|
|
Performance-Based Restricted Stock Units
|
|
Restricted Shares
|
|
Restricted Stock Units
|
||||||||||||||||||||
|
|
Number
|
|
Weighted-Average Exercise Price
|
|
Number
|
|
Weighted-Average Grant Date Fair Value
|
|
Number
|
|
Weighted-Average Grant Date Fair Value
|
|
Number
|
|
Weighted-Average Grant Date Fair Value
|
||||||||||||
Balance at February 1, 2015
|
|
879
|
|
|
$
|
39.25
|
|
|
452
|
|
|
$
|
59.27
|
|
|
62
|
|
|
$
|
42.86
|
|
|
186
|
|
|
$
|
45.75
|
|
Granted
|
|
154
|
|
|
64.85
|
|
|
138
|
|
|
64.87
|
|
|
19
|
|
|
66.07
|
|
|
181
|
|
|
64.89
|
|
||||
Exercised/vested
|
|
219
|
|
|
18.85
|
|
|
46
|
|
|
66.55
|
|
|
30
|
|
|
39.08
|
|
|
5
|
|
|
49.95
|
|
||||
Forfeited
|
|
111
|
|
|
54.75
|
|
|
121
|
|
|
63.93
|
|
|
4
|
|
|
38.25
|
|
|
34
|
|
|
49.17
|
|
||||
Balance at August 2, 2015
|
|
703
|
|
|
$
|
48.74
|
|
|
423
|
|
|
$
|
58.97
|
|
|
47
|
|
|
$
|
54.97
|
|
|
328
|
|
|
$
|
55.89
|
|
Exercisable at August 2, 2015
|
|
210
|
|
|
$
|
35.47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options Granted During
Fiscal 2015
|
|
Expected term
|
|
4.0 years
|
|
Expected volatility
|
|
42.73
|
%
|
Risk-free interest rate
|
|
0.98
|
%
|
Dividend yield
|
|
—
|
%
|
|
|
Thirteen Weeks Ended
August 2, 2015 |
|
Thirteen Weeks Ended
August 3, 2014 |
|
Twenty-Six Weeks Ended
August 2, 2015 |
|
Twenty-Six Weeks Ended
August 3, 2014 |
||||||||
Net income
|
|
$
|
47,668
|
|
|
$
|
48,748
|
|
|
$
|
95,478
|
|
|
$
|
67,729
|
|
Basic weighted-average number of shares outstanding
|
|
141,372
|
|
|
145,180
|
|
|
141,656
|
|
|
145,282
|
|
||||
Assumed conversion of dilutive stock options and awards
|
|
272
|
|
|
364
|
|
|
321
|
|
|
433
|
|
||||
Diluted weighted-average number of shares outstanding
|
|
141,644
|
|
|
145,544
|
|
|
141,977
|
|
|
145,715
|
|
||||
Basic earnings per share
|
|
$
|
0.34
|
|
|
$
|
0.34
|
|
|
$
|
0.67
|
|
|
$
|
0.47
|
|
Diluted earnings per share
|
|
$
|
0.34
|
|
|
$
|
0.33
|
|
|
$
|
0.67
|
|
|
$
|
0.46
|
|
|
|
August 2,
2015 |
|
February 1,
2015 |
||||
Inventories:
|
|
|
|
|
||||
Finished goods
|
|
$
|
287,357
|
|
|
$
|
214,113
|
|
Provision to reduce inventory to market value
|
|
(6,750
|
)
|
|
(5,997
|
)
|
||
|
|
$
|
280,607
|
|
|
$
|
208,116
|
|
Prepaid expenses and other current assets:
|
|
|
|
|
||||
Prepaid taxes
|
|
$
|
54,811
|
|
|
$
|
40,547
|
|
Prepaid expenses
|
|
29,380
|
|
|
24,124
|
|
||
|
|
$
|
84,191
|
|
|
$
|
64,671
|
|
Property and equipment:
|
|
|
|
|
||||
Land
|
|
$
|
59,226
|
|
|
$
|
60,548
|
|
Buildings
|
|
29,263
|
|
|
29,099
|
|
||
Leasehold improvements
|
|
205,235
|
|
|
176,677
|
|
||
Furniture and fixtures
|
|
62,287
|
|
|
55,320
|
|
||
Computer hardware
|
|
40,776
|
|
|
35,457
|
|
||
Computer software
|
|
100,780
|
|
|
84,854
|
|
||
Equipment and vehicles
|
|
11,957
|
|
|
11,908
|
|
||
Accumulated depreciation
|
|
(185,431
|
)
|
|
(157,855
|
)
|
||
|
|
$
|
324,093
|
|
|
$
|
296,008
|
|
Goodwill and intangible assets:
|
|
|
|
|
||||
Goodwill
|
|
$
|
25,496
|
|
|
$
|
25,496
|
|
Changes in foreign currency exchange rates
|
|
(1,236
|
)
|
|
(1,083
|
)
|
||
|
|
24,260
|
|
|
24,413
|
|
||
Intangibles—reacquired franchise rights
|
|
10,150
|
|
|
10,150
|
|
||
Accumulated amortization
|
|
(8,674
|
)
|
|
(8,264
|
)
|
||
Changes in foreign currency exchange rates
|
|
(125
|
)
|
|
(136
|
)
|
||
|
|
1,351
|
|
|
1,750
|
|
||
|
|
$
|
25,611
|
|
|
$
|
26,163
|
|
Other accrued liabilities:
|
|
|
|
|
||||
Sales tax collected
|
|
$
|
9,968
|
|
|
$
|
8,579
|
|
Accrued rent
|
|
4,943
|
|
|
5,567
|
|
||
Other
|
|
19,727
|
|
|
17,843
|
|
||
|
|
$
|
34,638
|
|
|
$
|
31,989
|
|
Other non-current liabilities:
|
|
|
|
|
||||
Deferred lease liability
|
|
$
|
22,333
|
|
|
$
|
20,837
|
|
Tenant inducements
|
|
24,767
|
|
|
22,294
|
|
||
|
|
$
|
47,100
|
|
|
$
|
43,131
|
|
|
|
Thirteen Weeks Ended
August 2, 2015 |
|
Thirteen Weeks Ended
August 3, 2014 |
|
Twenty-Six Weeks Ended
August 2, 2015 |
|
Twenty-Six Weeks Ended
August 3, 2014 |
||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
||||||||
Company-operated stores
|
|
$
|
339,779
|
|
|
$
|
294,040
|
|
|
$
|
653,873
|
|
|
$
|
582,142
|
|
Direct to consumer
|
|
82,239
|
|
|
63,481
|
|
|
165,875
|
|
|
129,455
|
|
||||
Other
|
|
30,992
|
|
|
33,187
|
|
|
56,806
|
|
|
63,729
|
|
||||
|
|
$
|
453,010
|
|
|
$
|
390,708
|
|
|
$
|
876,554
|
|
|
$
|
775,326
|
|
Income from operations before general corporate expense:
|
|
|
|
|
|
|
|
|
||||||||
Company-operated stores
|
|
$
|
67,441
|
|
|
$
|
74,891
|
|
|
$
|
136,664
|
|
|
$
|
150,596
|
|
Direct to consumer
|
|
32,250
|
|
|
24,087
|
|
|
67,121
|
|
|
51,182
|
|
||||
Other
|
|
1,820
|
|
|
3,496
|
|
|
2,801
|
|
|
6,786
|
|
||||
|
|
101,511
|
|
|
102,474
|
|
|
206,586
|
|
|
208,564
|
|
||||
General corporate expense
|
|
34,932
|
|
|
34,586
|
|
|
71,971
|
|
|
70,875
|
|
||||
Income from operations
|
|
66,579
|
|
|
67,888
|
|
|
134,615
|
|
|
137,689
|
|
||||
Other income, net
|
|
842
|
|
|
1,890
|
|
|
1,371
|
|
|
3,533
|
|
||||
Income before provision for income taxes
|
|
$
|
67,421
|
|
|
$
|
69,778
|
|
|
$
|
135,986
|
|
|
$
|
141,222
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures:
|
|
|
|
|
|
|
|
|
||||||||
Company-operated stores
|
|
$
|
24,788
|
|
|
$
|
15,805
|
|
|
$
|
41,632
|
|
|
$
|
31,671
|
|
Direct to consumer
|
|
1,479
|
|
|
3,751
|
|
|
1,932
|
|
|
4,863
|
|
||||
Corporate
|
|
10,915
|
|
|
7,099
|
|
|
21,554
|
|
|
15,568
|
|
||||
|
|
$
|
37,182
|
|
|
$
|
26,655
|
|
|
$
|
65,118
|
|
|
$
|
52,102
|
|
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
||||||||
Company-operated stores
|
|
$
|
11,736
|
|
|
$
|
9,027
|
|
|
$
|
23,013
|
|
|
$
|
17,424
|
|
Direct to consumer
|
|
1,599
|
|
|
1,255
|
|
|
3,135
|
|
|
2,261
|
|
||||
Corporate
|
|
3,360
|
|
|
3,354
|
|
|
6,643
|
|
|
6,412
|
|
||||
|
|
$
|
16,695
|
|
|
$
|
13,636
|
|
|
$
|
32,791
|
|
|
$
|
26,097
|
|
•
|
Our net revenue increased from
$390.7 million
in the
second
quarter of fiscal
2014
to
$453.0 million
in the
second
quarter of fiscal
2015
, representing a growth rate of
16%
. This increase resulted primarily from the addition of
66
new company-operated stores and increased direct to consumer net revenue.
|
•
|
Total comparable sales, which includes comparable store sales and direct to consumer,
increased
6%
in the
second
quarter of fiscal
2015
, and
increased
by
11%
on a constant dollar basis.
|
•
|
Company-operated stores accounted for
75.0%
of net revenue in the
second
quarter of fiscal
2015
compared to
75.3%
of net revenue in the
second
quarter of fiscal
2014
. Comparable store sales
increased
by
6%
on a constant dollar basis for the
second
quarter of fiscal
2015
primarily as a result of increased traffic and increased dollar value per transaction.
|
•
|
Our direct to consumer segment is an increasingly substantial part of our growth strategy, and represented
18.2%
of our net revenue in the
second
quarter of fiscal
2015
compared to
16.2%
in the
second
quarter of fiscal
2014
. Direct to consumer net revenue increased
35%
on a constant dollar basis primarily as the result of higher conversion rates and traffic on our e-commerce websites.
|
•
|
Gross profit for the
second
quarter of fiscal
2015
increased
by
7%
to
$212.0 million
, from
$197.3 million
in the
second
quarter of fiscal
2014
. Gross profit as a percentage of net revenue, or gross margin,
decreased
to
46.8%
compared to
50.5%
in the
second
quarter of fiscal
2014
. The decrease in gross margin was primarily due to decreased product margin, increased occupancy and depreciation costs, an unfavorable impact of foreign exchange rates on gross margin, and increased air freight costs.
|
•
|
Income from operations for the
second
quarter of fiscal
2015
decrease
d by
2%
to
$66.6 million
, from
$67.9 million
in the
second
quarter of fiscal
2014
. As a percentage of net revenue, income from operations
decreased
to
14.7%
compared to
17.4%
of net revenue in the
second
quarter of fiscal
2014
.
|
•
|
Provision for income taxes for the
second
quarter of fiscal
2015
decreased
by
6%
to
$19.8 million
, from
$21.0 million
in the
second
quarter of fiscal
2014
. The effective tax rate was
29.3%
in the
second
quarter of fiscal
2015
compared to
30.1%
in the
second
quarter of fiscal
2014
.
|
•
|
Diluted earnings per share for the
second
quarter of fiscal
2015
were
$0.34
compared to
$0.33
in the
second
quarter of fiscal
2014
.
|
|
|
Thirteen Weeks Ended August 2, 2015 and August 3, 2014
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Net revenue
|
|
$
|
453,010
|
|
|
$
|
390,708
|
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold
|
|
240,985
|
|
|
193,401
|
|
|
53.2
|
|
|
49.5
|
|
||
Gross profit
|
|
212,025
|
|
|
197,307
|
|
|
46.8
|
|
|
50.5
|
|
||
Selling, general and administrative expenses
|
|
145,446
|
|
|
129,419
|
|
|
32.1
|
|
|
33.1
|
|
||
Income from operations
|
|
66,579
|
|
|
67,888
|
|
|
14.7
|
|
|
17.4
|
|
||
Other income, net
|
|
842
|
|
|
1,890
|
|
|
0.2
|
|
|
0.5
|
|
||
Income before provision for income taxes
|
|
67,421
|
|
|
69,778
|
|
|
14.9
|
|
|
17.9
|
|
||
Provision for income taxes
|
|
19,753
|
|
|
21,030
|
|
|
4.4
|
|
|
5.4
|
|
||
Net income
|
|
$
|
47,668
|
|
|
$
|
48,748
|
|
|
10.5
|
%
|
|
12.5
|
%
|
|
|
Thirteen Weeks Ended August 2, 2015 and August 3, 2014
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Company-operated stores
|
|
$
|
339,779
|
|
|
$
|
294,040
|
|
|
75.0
|
%
|
|
75.3
|
%
|
Direct to consumer
|
|
82,239
|
|
|
63,481
|
|
|
18.2
|
|
|
16.2
|
|
||
Other
|
|
30,992
|
|
|
33,187
|
|
|
6.8
|
|
|
8.5
|
|
||
Net revenue
|
|
$
|
453,010
|
|
|
$
|
390,708
|
|
|
100.0
|
%
|
|
100.0
|
%
|
•
|
Net revenue from company-operated stores we opened subsequent to
August 3, 2014
, and therefore not included in comparable store sales, contributed
$44.3 million
to the
increase
. We have opened
66
new company-operated stores since the
second
quarter of fiscal
2014
, including
53
stores in the United States,
six
stores in Canada,
three
stores in the United Kingdom,
two
stores in Singapore, and
one
store in each of Australia and Hong Kong; and
|
•
|
A comparable store sales
increase
of
1%
in the
second
quarter of fiscal
2015
resulted in a
$1.4 million
increase
to net revenue, including the effect of foreign currency fluctuations. Excluding the effect of foreign currency fluctuations, comparable store sales would have
increased
6%
, or
$14.2 million
, in the
second
quarter of fiscal
2015
. The increase in comparable store sales was primarily as a result of increased traffic and increased dollar value per transaction.
|
•
|
a decrease in product margin of 110 basis points primarily due to increased product costs;
|
•
|
an increase in occupancy costs and depreciation relative to the increase in net revenue which contributed to a decrease in gross margin of 110 basis points primarily due lease renewals, store relocations and renovations, and international expansion;
|
•
|
an unfavorable impact of foreign exchange rates which contributed to a decrease in gross margin of 70 basis points;
|
•
|
an increase in air freight costs of 50 basis points; and
|
•
|
an increase in markdowns of 30 basis points due primarily to our online warehouse sale.
|
•
|
an increase
in head office costs of
$9.4 million
primarily as a result of increased professional fees, marketing costs, and head office employee costs;
|
•
|
an
increase
in employee costs of
$9.3 million
primarily from a growth in labor hours and bonuses associated with new company-operated stores and showrooms;
|
•
|
an increase
in variable costs such as credit card fees, distribution costs, and packaging, of
$2.8 million
primarily as a result of new company-operated stores as well as increased sales volume from our direct to consumer segment; and
|
•
|
an
increase
in other costs, including repairs and maintenance costs, of
$1.7 million
.
|
|
|
Thirteen Weeks Ended August 2, 2015 and August 3, 2014
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Company-operated stores
|
|
$
|
67,441
|
|
|
$
|
74,891
|
|
|
19.8
|
%
|
|
25.5
|
%
|
Direct to consumer
|
|
32,250
|
|
|
24,087
|
|
|
39.2
|
|
|
37.9
|
|
||
Other
|
|
1,820
|
|
|
3,496
|
|
|
5.9
|
|
|
10.5
|
|
||
Income from operations before general corporate expense
|
|
101,511
|
|
|
102,474
|
|
|
|
|
|
||||
General corporate expense
|
|
34,932
|
|
|
34,586
|
|
|
|
|
|
||||
Income from operations
|
|
$
|
66,579
|
|
|
$
|
67,888
|
|
|
|
|
|
|
|
Twenty-Six Weeks Ended August 2, 2015 and August 3, 2014
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Net revenue
|
|
$
|
876,554
|
|
|
$
|
775,326
|
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold
|
|
458,652
|
|
|
382,275
|
|
|
52.3
|
|
|
49.3
|
|
||
Gross profit
|
|
417,902
|
|
|
393,051
|
|
|
47.7
|
|
|
50.7
|
|
||
Selling, general and administrative expenses
|
|
283,287
|
|
|
255,362
|
|
|
32.3
|
|
|
32.9
|
|
||
Income from operations
|
|
134,615
|
|
|
137,689
|
|
|
15.4
|
|
|
17.8
|
|
||
Other income, net
|
|
1,371
|
|
|
3,533
|
|
|
0.2
|
|
|
0.4
|
|
||
Income before provision for income taxes
|
|
135,986
|
|
|
141,222
|
|
|
15.6
|
|
|
18.2
|
|
||
Provision for income taxes
|
|
40,508
|
|
|
73,493
|
|
|
4.7
|
|
|
9.5
|
|
||
Net income
|
|
$
|
95,478
|
|
|
$
|
67,729
|
|
|
10.9
|
%
|
|
8.7
|
%
|
|
|
Twenty-Six Weeks Ended August 2, 2015 and August 3, 2014
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Company-operated stores
|
|
$
|
653,873
|
|
|
$
|
582,142
|
|
|
74.6
|
%
|
|
75.1
|
%
|
Direct to consumer
|
|
165,875
|
|
|
129,455
|
|
|
18.9
|
|
|
16.7
|
|
||
Other
|
|
56,806
|
|
|
63,729
|
|
|
6.5
|
|
|
8.2
|
|
||
Net revenue
|
|
$
|
876,554
|
|
|
$
|
775,326
|
|
|
100.0
|
%
|
|
100.0
|
%
|
•
|
an increase in fixed costs, including occupancy costs and depreciation, relative to the increase in net revenue, which contributed to a decrease in gross margin of 130 basis points. This was primarily due lease renewals, store relocations and renovations, and international expansion;
|
•
|
an increase in air freight costs of 70 basis points;
|
•
|
an unfavorable impact of foreign exchange rates which contributed to a decrease in gross margin of 70 basis points; and
|
•
|
a decrease in product margin of 30 basis points.
|
•
|
an
increase
in employee costs of
$17.4 million
primarily from a growth in labor hours and bonuses associated with new company-operated stores and showrooms;
|
•
|
an increase
in head office costs of
$7.7 million
primarily as a result of increased marketing costs, professional fees, and head office employee costs;
|
•
|
an increase
in variable costs such as credit card fees, distribution costs, and packaging, of
$4.2 million
primarily as a result of new company-operated stores as well as increased sales volume from our direct to consumer segment; and
|
•
|
an
increase
in other costs, including repairs and maintenance costs, of
$2.5 million
.
|
|
|
Twenty-Six Weeks Ended August 2, 2015 and August 3, 2014
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Company-operated stores
|
|
$
|
136,664
|
|
|
$
|
150,596
|
|
|
20.9
|
%
|
|
25.9
|
%
|
Direct to consumer
|
|
67,121
|
|
|
51,182
|
|
|
40.5
|
|
|
39.5
|
|
||
Other
|
|
2,801
|
|
|
6,786
|
|
|
4.9
|
|
|
10.6
|
|
||
Income from operations before general corporate expense
|
|
206,586
|
|
|
208,564
|
|
|
|
|
|
|
|
||
General corporate expense
|
|
71,971
|
|
|
70,875
|
|
|
|
|
|
|
|
||
Income from operations
|
|
$
|
134,615
|
|
|
$
|
137,689
|
|
|
|
|
|
|
|
|
|
Thirteen Weeks Ended August 2, 2015 and August 3, 2014
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Net revenue increase
|
|
$
|
62,302
|
|
|
$
|
46,195
|
|
|
16
|
%
|
|
13
|
%
|
Adjustments due to foreign exchange rate changes
|
|
20,293
|
|
|
5,082
|
|
|
5
|
|
|
2
|
|
||
Net revenue increase in constant dollars
|
|
$
|
82,595
|
|
|
$
|
51,277
|
|
|
21
|
%
|
|
15
|
%
|
|
|
Twenty-Six Weeks Ended August 2, 2015 and August 3, 2014
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Net revenue increase
|
|
$
|
101,228
|
|
|
$
|
85,031
|
|
|
13
|
%
|
|
12
|
%
|
Adjustments due to foreign exchange rate changes
|
|
35,788
|
|
|
15,212
|
|
|
5
|
|
|
3
|
|
||
Net revenue increase in constant dollars
|
|
$
|
137,016
|
|
|
$
|
100,243
|
|
|
18
|
%
|
|
15
|
%
|
|
|
Thirteen Weeks Ended August 2, 2015 and August 3, 2014
|
|
Twenty-Six Weeks Ended August 2, 2015 and August 3, 2014
|
||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
|
(Percentages)
|
|
(Percentages)
|
||||||||
Total comparable sales
1
|
|
6
|
%
|
|
(1
|
)%
|
|
4
|
%
|
|
(1
|
)%
|
Adjustments due to foreign exchange rate changes
|
|
5
|
|
|
1
|
|
|
4
|
|
|
2
|
|
Total comparable sales in constant dollars
1
|
|
11
|
%
|
|
—
|
%
|
|
8
|
%
|
|
1
|
%
|
|
|
Thirteen Weeks Ended August 2, 2015 and August 3, 2014
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Comparable store sales
1
|
|
$
|
1,390
|
|
|
$
|
(18,914
|
)
|
|
1
|
%
|
|
(7
|
)%
|
Adjustments due to foreign exchange rate changes
|
|
12,833
|
|
|
3,382
|
|
|
5
|
|
|
2
|
|
||
Comparable store sales in constant dollars
1
|
|
$
|
14,223
|
|
|
$
|
(15,532
|
)
|
|
6
|
%
|
|
(5
|
)%
|
|
|
Twenty-Six Weeks Ended August 2, 2015 and August 3, 2014
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Comparable store sales
1
|
|
$
|
(10,748
|
)
|
|
$
|
(36,258
|
)
|
|
(2
|
)%
|
|
(7
|
)%
|
Adjustments due to foreign exchange rate changes
|
|
22,531
|
|
|
10,126
|
|
|
4
|
|
|
2
|
|
||
Comparable store sales in constant dollars
1
|
|
$
|
11,783
|
|
|
$
|
(26,132
|
)
|
|
2
|
%
|
|
(5
|
)%
|
|
|
Thirteen Weeks Ended August 2, 2015 and August 3, 2014
|
|
Twenty-Six Weeks Ended August 2, 2015 and August 3, 2014
|
||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
|
(Percentages)
|
|
(Percentages)
|
||||||||
Change in direct to consumer revenue
|
|
30
|
%
|
|
29
|
%
|
|
28
|
%
|
|
25
|
%
|
Adjustments due to foreign exchange rate changes
|
|
5
|
|
|
1
|
|
|
5
|
|
|
2
|
|
Change in direct to consumer revenue in constant dollars
|
|
35
|
%
|
|
30
|
%
|
|
33
|
%
|
|
27
|
%
|
|
|
Twenty-Six Weeks Ended August 2, 2015 and August 3, 2014
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(In thousands)
|
||||||
Total cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
32,161
|
|
|
$
|
123,985
|
|
Investing activities
|
|
(65,118
|
)
|
|
(52,102
|
)
|
||
Financing activities
|
|
(78,837
|
)
|
|
(57,167
|
)
|
||
Effect of exchange rate changes on cash
|
|
(11,423
|
)
|
|
11,708
|
|
||
(Decrease) increase in cash and cash equivalents
|
|
$
|
(123,217
|
)
|
|
$
|
26,424
|
|
|
|
August 2,
2015 |
|
February 1,
2015 |
||
lululemon athletica
|
|
|
|
|
||
United States
|
|
215
|
|
|
200
|
|
Canada
|
|
48
|
|
|
46
|
|
Australia
|
|
26
|
|
|
26
|
|
New Zealand
|
|
5
|
|
|
5
|
|
United Kingdom
|
|
4
|
|
|
2
|
|
Singapore
|
|
2
|
|
|
1
|
|
Hong Kong
|
|
1
|
|
|
—
|
|
|
|
301
|
|
|
280
|
|
ivivva athletica
|
|
|
|
|
||
United States
|
|
23
|
|
|
11
|
|
Canada
|
|
12
|
|
|
11
|
|
|
|
35
|
|
|
22
|
|
Total
|
|
336
|
|
|
302
|
|
•
|
a decrease in our net revenue upon translation of the sales made by our Canadian operations into U.S. dollars for the purposes of consolidation;
|
•
|
a decrease in our selling, general and administrative expenses incurred by our Canadian operations into U.S. dollars for the purposes of consolidation; and
|
•
|
foreign exchange gains by our Canadian subsidiaries on U.S. dollar cash and receivables denominated in U.S. dollars.
|
•
|
identify suitable store locations, the availability of which is outside of our control;
|
•
|
negotiate acceptable lease terms, including desired tenant improvement allowances;
|
•
|
hire, train and retain store personnel and field management;
|
•
|
immerse new store personnel and field management into our corporate culture;
|
•
|
source sufficient inventory levels; and
|
•
|
successfully integrate new stores into our existing operations and information technology systems.
|
•
|
a decrease in our net revenue upon translation of the sales made by our Canadian operations into U.S. dollars for the purposes of consolidation;
|
•
|
a decrease in our selling, general and administrative expenses incurred by our Canadian operations into U.S. dollars for the purposes of consolidation; and
|
•
|
foreign exchange gains by our Canadian subsidiaries on U.S. dollar cash and receivables denominated in U.S. dollars.
|
•
|
political unrest, terrorism, labor disputes and economic instability resulting in the disruption of trade from foreign countries in which our products are manufactured;
|
•
|
the imposition of new laws and regulations, including those relating to labor conditions, quality and safety standards, imports, duties, taxes and other charges on imports, as well as trade restrictions and restrictions on currency exchange or the transfer of funds;
|
•
|
reduced protection for intellectual property rights, including trademark protection, in some countries, particularly China;
|
•
|
disruptions or delays in shipments; and
|
•
|
changes in local economic conditions in countries where our manufacturers, suppliers or guests are located.
|
•
|
the classification of our board of directors into three classes, with one class elected each year;
|
•
|
prohibiting cumulative voting in the election of directors;
|
•
|
the ability of our board of directors to issue preferred stock without stockholder approval;
|
•
|
the ability to remove a director only for cause and only with the vote of the holders of at least 66 2/3% of our voting stock;
|
•
|
a special meeting of stockholders may only be called by our chairman or Chief Executive Officer, or upon a resolution adopted by an affirmative vote of a majority of the board of directors, and not by our stockholders;
|
•
|
prohibiting stockholder action by written consent; and
|
•
|
our stockholders must comply with advance notice procedures in order to nominate candidates for election to our board of directors or to place stockholder proposals on the agenda for consideration at any meeting of our stockholders.
|
Period
(1)
|
|
Total Number of Shares Purchased
(2)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
|
|
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(2)
|
||||||
May 4, 2015 - May 31, 2015
|
|
295,479
|
|
|
$
|
63.86
|
|
|
295,479
|
|
|
$
|
264,964,678
|
|
June 1, 2015 - July 5, 2015
|
|
379,120
|
|
|
64.43
|
|
|
379,120
|
|
|
240,537,912
|
|
||
July 6, 2015 - August 2, 2015
|
|
313,017
|
|
|
63.47
|
|
|
313,017
|
|
|
220,669,923
|
|
||
Total
|
|
987,616
|
|
|
|
|
987,616
|
|
|
|
(1)
|
Monthly information is presented by reference to our fiscal periods during our
second
quarter of fiscal
2015
.
|
(2)
|
Our stock repurchase program was approved by our board of directors in June 2014. Common shares are repurchased in the open market at prevailing market prices, with the timing and actual number of common shares to be repurchased depending upon market conditions, eligibility to trade, and other factors. The repurchases may be made up until June 2016, and the maximum dollar value of shares to be repurchased is $450 million.
|
Period
(1)
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
(2)
|
|||||
May 4, 2015 - May 31, 2015
|
|
8,033
|
|
|
$
|
63.34
|
|
|
8,033
|
|
|
5,248,869
|
|
June 1, 2015 - July 5, 2015
|
|
12,156
|
|
|
65.03
|
|
|
12,156
|
|
|
5,236,713
|
|
|
July 6, 2015 - August 2, 2015
|
|
8,595
|
|
|
62.98
|
|
|
8,595
|
|
|
5,228,118
|
|
|
Total
|
|
28,784
|
|
|
|
|
28,784
|
|
|
|
(1)
|
Monthly information is presented by reference to our fiscal periods during our
second
quarter of fiscal
2015
.
|
(2)
|
Our Employee Share Purchase Plan (ESPP) was approved by our board of directors and stockholders in September 2007. All shares purchased under the ESPP are purchased on the Nasdaq Global Select Market (or such other stock exchange as we may designate from time to time). Unless our board of directors terminates the ESPP earlier, the ESPP will continue until all shares authorized for purchase under the ESPP have been purchased. The maximum number of shares authorized to be purchased under the ESPP is 6,000,000.
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
No.
|
|
Exhibit Title
|
|
Filed
Herewith
|
|
Form
|
|
Exhibit
No.
|
|
File No.
|
|
Filing
Date
|
|
|
|
|
|
|
|
||||||
10.1*
|
|
Executive Employment Agreement, effective as of June 4, 2015 between lululemon athletica inc. and Miguel Almeida
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
Second Amended and Restated Registration Rights Agreement, dated June 18, 2015, by and among lululemon athletica inc. and the parties named therein
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1**
|
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101
|
|
The following financial statements from the Company's 10-Q for the fiscal quarter ended May 3, 2015, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to the Consolidated Financial Statements
|
|
X
|
|
|
|
|
|
|
|
|
*
|
Denotes a compensatory plan, contract or arrangement, in which our directors or executive officers may participate.
|
**
|
Furnished herewith
|
|
|
lululemon athletica inc.
|
|
|
|
By:
|
|
/s/
S
TUART
H
ASELDEN
|
|
|
Stuart Haselden
|
|
|
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
No.
|
|
Exhibit Title
|
|
Filed
Herewith
|
|
Form
|
|
Exhibit
No.
|
|
File No.
|
|
Filing
Date
|
|
|
|
|
|
|
|
||||||
10.1*
|
|
Executive Employment Agreement, effective as of June 4, 2015 between lululemon athletica inc. and Miguel Almeida
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
Second Amended and Restated Registration Rights Agreement, dated June 18, 2015, by and among lululemon athletica inc. and the parties named therein
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
31.2
|
|
Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1**
|
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101
|
|
The following financial statements from the Company's 10-Q for the fiscal quarter ended May 3, 2015, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to the Consolidated Financial Statements
|
|
X
|
|
|
|
|
|
|
|
|
*
|
Denotes a compensatory plan, contract or arrangement, in which our directors or executive officers may participate.
|
**
|
Furnished herewith
|
1.01
|
Definitions
|
2.03
|
Place of Employment
|
3.01
|
Base Salary
|
3.02
|
Bonus
|
3.03
|
Retention Bonus
|
3.04
|
Payment of Base Salary and Bonus
|
3.05
|
Incentives
|
3.06
|
Benefits
|
3.07
|
Plan documents and right to change
|
3.08
|
Vacation
|
3.09
|
Relocation
|
3.10
|
Expenses
|
4.01
|
Full Time Service
|
4.02
|
Duties and Responsibilities
|
4.03
|
Policies, Rules and Regulations
|
4.04
|
Conflict of Interest
|
4.05
|
Business Opportunities:
|
4.06
|
Restrictive Covenants
|
4.07
|
Pre-existing Obligations
|
4.08
|
Anti-bribery and Compliance with Handbook
|
4.09
|
Confidential Information
|
(a)
|
will not use, copy or reproduce the Confidential Information except as may be reasonably required for the Executive to perform the Executive’s duties for the Company, and the Executive will not directly or indirectly use, disseminate or disclose any Confidential Information for the Executive’s own benefit or the benefit of any other person or entity; and
|
(b)
|
the Executive you will take all necessary precautions against unauthorized disclosure of the Confidential Information.
|
5.01
|
Termination by the Company
|
5.02
|
Termination by the Executive
|
5.03
|
Payments on Termination Without Cause
|
(a)
|
Accrued Compensation
. The Company will pay the Executive’s Base Salary accrued and unpaid up to and including the Termination Date, including accrued vacation pay, at the rate in effect at the time notice of termination is given by the Company.
|
(b)
|
Bonus Compensation
. The Executive shall not receive any bonus payment whatsoever pursuant to Section 3.02 or the Bonus Plan except such bonus which is already earned and due to be paid up to and including the Termination Date, notwithstanding any period following the Termination Date during which the Executive may receive any payments or benefits under the terms of this Agreement or at law.
|
(c)
|
Restricted Share Units, Performance Share Units and Stock Options
. The Executive’s rights regarding any Restricted Share Units, Performance Share Units or stock options from the Company will be governed by the terms of the Plan and the applicable Performance Share Unit agreements, stock option agreements, and policies.
|
(d)
|
Notice or Pay in lieu/Severance.
The Executive will be entitled to fifteen months’ notice or payment of Base Salary (at the rate in effect as of the date of termination) in lieu, or a combination of notice and payment (the “
Severance Payment
”), as determined at the election of the Company (which election shall be made by the Company no later than five business days after such termination). Any payment made pursuant to this Section 5.03(1)(d) shall be:
|
i.
|
less any termination or severance pay paid pursuant to the
Employment Standards Act
(British Columbia);
|
ii.
|
subject to regular and statutory withholdings;
|
iii.
|
paid in equal instalments on the Company’s normal paydays beginning on the first regular payday occurring after the date of termination; and
|
iv.
|
for any payment above the minimum required under the
Employment Standards Act
(British Columbia), contingent upon the Executive’s compliance with all surviving provisions of this Agreement and the Executive’s execution of a full general release in a form acceptable to the Company releasing all claims, known or unknown, that the Executive may have against the company arising out of or any way related to the Executive’s employment or termination of employment with Company, and such release has become effective in accordance with its terms prior to the 60
th
day following the Termination Date. If the release has not become effective by such deadline, such amounts payable after (but not before) such deadline will be forfeited.
|
(e)
|
RCA.
Any amounts owing to the Executive pursuant to Section 5.03(d) that are above the minimum required under the Employment Standards Act (British Columbia) shall be forfeited if the Executive fails to comply with the Restrictive Covenant Agreement.
|
(f)
|
Deductions
. The Company may deduct from the amounts payable by it to the Executive or for the Executive’s benefit pursuant to Section 5.03(1)(a), (b), (c), or (d) any amounts owing to the Company by the Executive.
|
(g)
|
Fair and Reasonable
. The parties agree that the provisions of Section 5.03 are fair and reasonable and that the amounts payable by the Company to the Executive or for the Executive’s benefit pursuant to Section 5.03 are reasonable.
|
(h)
|
No Other Payments or Benefits
. The terms and conditions of this Section 5.03 and the amounts paid and the benefits provided to the Executive hereunder are in full satisfaction of any payments or benefits which the Executive may otherwise have been entitled to receive in relation to the termination of this Agreement and the Executive’s employment hereunder pursuant to the common law and any applicable laws, including, without limitation, the British Columbia Employment Standards Act, or any of the Company’s programs, policies, plans, contracts or agreements, whether written or verbal. Upon receipt of the payments and benefits described herein, the Executive will have no action, cause of action, claim or demand against the Company, the Company’s Affiliates or any other person arising out of or in relation to the Executive’s employment under this Agreement or the termination of this Agreement and the Executive’s employment hereunder, other than to enforce the terms of this Agreement and remedy any breach thereof by the Company.
|
(i)
|
No Mitigation
. The Executive shall not be required to mitigate the amount of any payments provided for under Section 5.03 of this Agreement by seeking other employment nor shall any payment provided for in such Section be reduced by any compensation or remuneration and/or benefits earned by the Executive as a result of employment by another employer or the rendering of services after the date of termination.
|
5.04
|
Payments on Termination by Company for Cause
|
(a)
|
Accrued Base Salary
. The Company will pay the Executive’s Base Salary accrued but unpaid up to and including the Termination Date, including accrued vacation pay, at the rate in effect at the time the notice of termination is given.
|
(b)
|
Accrued Expenses
. The Company will reimburse the Executive for any business expenses reasonably incurred by the Executive up to and including the Termination Date in accordance with the Company's normal expenses policy applicable to the Executive at that time.
|
(c)
|
Bonus Compensation
. The Executive shall not receive any bonus payment whatsoever pursuant to Section 3.02 or the Bonus Plan except such bonus which is already earned and due to be paid up to and including the Termination Date, notwithstanding any period following the Termination Date during which the Executive may receive any payments or benefits under the terms of the Agreement.
|
(d)
|
Restricted Share Units, Performance Share Units and Stock Options
. The Executive’s rights regarding any Restricted Share Units, Performance Share Units or stock options from the Company will be governed by the terms of the Plan and the applicable Performance Share Unit agreements, stock option agreements, and policies.
|
5.05
|
Fair and Reasonable
|
5.06
|
Return of Property
|
5.07
|
Resignation as Director and Officer
|
5.08
|
Provisions which Operate Following Termination
|
6.01
|
Application of Section 409A
|
6.02
|
Deductions
|
6.03
|
Entire Agreement
|
6.04
|
Severability
|
6.05
|
Amendments and Waivers
|
6.06
|
Notices
|
6.07
|
Equitable Remedies
|
6.08
|
Governing Law
|
6.09
|
Attornment
|
By:
|
/s/ LAURENT POTDEVIN
|
|
Laurent Potdevin
|
|
Chief Executive Officer
|
|
|
|
/s/ MIGUEL ALMEIDA
|
|
Miguel Almeida
|
|
|
|
|
|
•
|
lululemon athletica inc., a Delaware corporation (the “
Company
”); and
|
•
|
each of the stockholders of the Company’s common stock (“
Common Stock
”), whose names and addresses are set forth under
Schedule A
(the “
Holders
”).
|
By:
|
/s/ STUART HASELDEN
|
Name:
|
Stuart Haselden
|
Title:
|
Chief Financial Officer
|
DENNIS WILSON
|
|
|
|
By:
|
/s/ DENNIS WILSON
|
Name:
|
Dennis Wilson
|
Title:
|
Authorized Signatory
|
|
|
FIVE BOYS INVESTMENT, ULC
|
|
|
|
By:
|
/s/ DENNIS WILSON
|
Name:
|
Dennis Wilson
|
Title:
|
Authorized Signatory
|
|
|
OYOYO HOLDINGS, INC.
|
|
|
|
By:
|
/s/ DENNIS WILSON
|
Name:
|
Dennis Wilson
|
Title:
|
Authorized Signatory
|
|
|
LIPO INVESTMENTS (USA) INC.
|
|
|
|
By:
|
/s/ DENNIS WILSON
|
Name:
|
Dennis Wilson
|
Title:
|
Authorized Signatory
|
|
|
SLINKY FINANCIAL ULC
|
|
|
|
By:
|
/s/ DENNIS WILSON
|
Name:
|
Dennis Wilson
|
Title:
|
Authorized Signatory
|
By:
|
/s/ MICHAEL RISTAINO
|
Name:
|
Michael Ristaino
|
Title:
|
Sole Director
|
ADVENT PARTNERS GPE VII LIMITED PARTNERSHIP
|
ADVENT PARTNERS GPE VII CAYMAN LIMITED PARTNERSHIP
|
ADVENT PARTNERS GPE VII — A LIMITED PARTNERSHIP
|
ADVENT PARTNERS GPE VII — A CAYMAN LIMITED PARTNERSHIP
|
ADVENT PARTNERS GPE VII — B CAYMAN LIMITED PARTNERSHIP
|
ADVENT PARTNERS GPE VII 2014 LIMITED PARTNERSHIP
|
ADVENT PARTNERS GPE VII 2014 CAYMAN LIMITED PARTNERSHIP
|
ADVENT PARTNERS GPE VII — A 2014 LIMITED PARTNERSHIP
|
ADVENT PARTNERS GPE VII — A 2014 CAYMAN LIMITED PARTNERSHIP
|
By:
|
Advent International GPE VII, LLC, General Partner
|
By:
|
Advent International Corporation, Manager
|
By:
|
/s/ MICHAEL RISTAINO
|
Name:
|
Michael Ristaino
|
Title:
|
Vice President of Finance – Funds
|
Name of Stockholder
|
|
Address for Notice
|
Dennis Wilson
|
|
21 Water Street, Suite 600
Vancouver, BC, V6B 1A1
Facsimile Number: (604) 737-7267
E-mail:
Attention: Dennis Wilson
with copies to:
McCullough O’Connor Irwin LLP
Suite 2600 Oceanic Plaza
Vancouver, BC V6E 3X1
Facsimile: (604) 687-7099
E-mail: jmccullough@moisolicitors.com
Attention: Jonathan McCullough
and
Choate, Hall & Stewart LLP
Two International Place
Boston, MA 02110
Facsimile: (617) 248-5000
E-mail: jpitfield@choate.com
Attention: John R. Pitfield
|
|
|
|
Five Boys Investment ULC
|
|
21 Water Street, Suite 600
Vancouver, BC, V6B 1A1
Facsimile Number: (604) 737-7267
E-mail:
Attention: Dennis Wilson
with copies to:
McCullough O’Connor Irwin LLP
Suite 2600 Oceanic Plaza
Vancouver, BC V6E 3X1
Facsimile: (604) 687-7099
E-mail: jmccullough@moisolicitors.com
Attention: Jonathan McCullough
and
Choate, Hall & Stewart LLP
Two International Place
Boston, MA 02110
Facsimile: (617) 248-5000
E-mail: jpitfield@choate.com
Attention: John R. Pitfield
|
|
|
|
Name of Stockholder
|
|
Address for Notice
|
Oyoyo Holdings, Inc.
|
|
21 Water Street, Suite 600
Vancouver, BC, V6B 1A1
Facsimile Number: (604) 737-7267
E-mail:
Attention: Dennis Wilson
with copies to:
McCullough O’Connor Irwin LLP
Suite 2600 Oceanic Plaza
Vancouver, BC V6E 3X1
Facsimile: (604) 687-7099
E-mail: jmccullough@moisolicitors.com
Attention: Jonathan McCullough
and
Choate, Hall & Stewart LLP
Two International Place
Boston, MA 02110
Facsimile: (617) 248-5000
E-mail: jpitfield@choate.com
Attention: John R. Pitfield
|
|
|
|
LIPO Investments (USA) Inc.
|
|
21 Water Street, Suite 600
Vancouver, BC, V6B 1A1
Facsimile Number: (604) 737-7267
E-mail:
Attention: Dennis Wilson
with copies to:
McCullough O’Connor Irwin LLP
Suite 2600 Oceanic Plaza
Vancouver, BC V6E 3X1
Facsimile: (604) 687-7099
E-mail: jmccullough@moisolicitors.com
Attention: Jonathan McCullough
and
Choate, Hall & Stewart LLP
Two International Place
Boston, MA 02110
Facsimile: (617) 248-5000
E-mail: jpitfield@choate.com
Attention: John R. Pitfield
|
|
|
|
Name of Stockholder
|
|
Address for Notice
|
Slinky Financial ULC
|
|
21 Water Street, Suite 600
Vancouver, BC, V6B 1A1
Facsimile Number: (604) 737-7267
E-mail:
Attention: Dennis Wilson
with copies to:
McCullough O’Connor Irwin LLP
Suite 2600 Oceanic Plaza
Vancouver, BC V6E 3X1
Facsimile: (604) 687-7099
E-mail: jmccullough@moisolicitors.com
Attention: Jonathan McCullough
and
Choate, Hall & Stewart LLP
Two International Place
Boston, MA 02110
Facsimile: (617) 248-5000
E-mail: jpitfield@choate.com
Attention: John R. Pitfield
|
Name of Stockholder
|
|
Address for Notice
|
Advent Puma Acquisition Limited
|
|
Ugland House, South Church Street
P.O. Box 309
George Town, Grand Cayman KY1-1104
E-mail:
Attention: Michael Ristaino
with copies to:
Advent International Corporation
75 State Street
Boston, Massachusetts 02109
Attention: David Mussafer, Steve Collins and James Westra
Facsimile: (617) 951-0568
E-mail: dmm@adventinternational.com
scollins@adventinternational.com, and
jwestra@adventinternational.com
and
Weil, Gotshal & Manges LLP
100 Federal Street
Boston, Massachusetts 02110
Attention: Marilyn French
Facsimile: (617) 772-8333
E-mail: Marilyn.French@weil.com
|
|
|
|
Advent Partners GPE VII Limited Partnership
Advent Partners GPE VII Cayman Limited Partnership
Advent Partners GPE VII – A Limited Partnership
Advent Partners GPE VII – A Cayman Limited Partnership
Advent Partners GPE VII – B Cayman Limited Partnership
Advent Partners GPE VII 2014 Limited Partnership
Advent Partners GPE VII 2014 Cayman Limited Partnership
Advent Partners GPE VII – A 2014 Limited Partnership
Advent Partners GPE VII – A 2014 Cayman Limited Partnership
|
|
All c/o Advent International Corporation
75 State Street
Boston, Massachusetts 02109
Attention: David Mussafer, Steve Collins and James Westra
Facsimile: (617) 951-0568
E-mail: dmm@adventinternational.com
scollins@adventinternational.com, and
jwestra@adventinternational.com
with copies to:
Weil, Gotshal & Manges LLP
100 Federal Street
Boston, Massachusetts 02110
Attention: Marilyn French
Facsimile: (617) 772-8333
E-mail: Marilyn.French@weil.com
|
HOLDER:
|
|
|
Print Name of Holder
|
|
|
Signature
|
|
Print Title of Signatory, if Applicable
|
|
Address for Notices:
|
|
|
|
|
Email:
|
Fascimile:
|
|
By:
|
|
/s/
L
AURENT
P
OTDEVIN
|
|
|
|
Laurent Potdevin
|
|
|
|
Chief Executive Officer and Director
|
|
|
|
(Principal Executive Officer)
|
|
By:
|
|
/s/
S
TUART
H
ASELDEN
|
|
|
|
Stuart Haselden
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer and
|
|
|
|
Principal Accounting Officer)
|
|
By:
|
|
/s/
L
AURENT
P
OTDEVIN
|
|
|
|
Laurent Potdevin
|
|
|
|
Chief Executive Officer and Director
|
|
|
|
(Principal Executive Officer)
|
|
By:
|
|
/s/
S
TUART
H
ASELDEN
|
|
|
|
Stuart Haselden
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|