Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Jan. 28, 2023 | Mar. 20, 2023 | Jul. 29, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jan. 28, 2023 | ||
Current Fiscal Year End Date | --01-28 | ||
Document Transition Report | false | ||
Entity File Number | 1-11893 | ||
Entity Registrant Name | GUESS INC | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 95-3679695 | ||
Entity Address, Address Line One | Strada Regina 44 | ||
Entity Address, City or Town | Bioggio | ||
Entity Address, Country | CH | ||
Entity Address, Postal Zip Code | CH-6934 | ||
City Area Code | 41 | ||
Local Phone Number | 91 809 5000 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | GES | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 531,726,130 | ||
Entity Common Stock, Shares Outstanding | 54,822,349 | ||
Documents Incorporated by Reference | Portions of the proxy statement for the registrant’s 2023 Annual Meeting of Stockholders, which will be filed not later than 120 days after the end of our fiscal year, are incorporated by reference into Part III herein. | ||
Entity Central Index Key | 0000912463 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Jan. 28, 2023 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Los Angeles, California |
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 275,765 | $ 415,565 |
Accounts receivable, net | 341,939 | 328,856 |
Inventories | 510,899 | 462,295 |
Other current assets | 83,102 | 77,378 |
Total current assets | 1,211,705 | 1,284,094 |
Property and equipment, net | 240,355 | 228,765 |
Goodwill | 34,277 | 34,885 |
Deferred income tax assets | 158,403 | 165,120 |
Operating right-of-use assets | 636,148 | 685,799 |
Other assets | 144,560 | 156,965 |
Total assets | 2,425,448 | 2,555,628 |
Current liabilities: | ||
Current portion of borrowings and finance lease obligations | 40,380 | 43,379 |
Accounts payable | 289,442 | 325,797 |
Accrued expenses and other current liabilities | 263,038 | 253,182 |
Current portion of operating lease liabilities | 170,192 | 195,516 |
Total current liabilities | 763,052 | 817,874 |
Convertible senior notes, net | 298,931 | 270,595 |
Long-term debt and finance lease obligations | 95,921 | 60,970 |
Long-term operating lease liabilities | 528,236 | 582,757 |
Other long-term liabilities | 157,403 | 160,289 |
Total liabilities | 1,843,543 | 1,892,485 |
Redeemable noncontrolling interests | 9,154 | 9,500 |
Commitments and contingencies (Note 15) | ||
Stockholders’ equity: | ||
Preferred stock, $.01 par value. Authorized 10,000,000 shares; no shares issued and outstanding | 0 | 0 |
Common stock, $.01 par value. Authorized 150,000,000 shares; issued 142,771,253 and 142,771,946 shares, outstanding 54,609,786 and 62,697,032 shares as of January 28, 2023 and January 29, 2022, respectively | 546 | 627 |
Paid-in capital | 532,398 | 565,024 |
Retained earnings | 1,276,857 | 1,158,664 |
Accumulated other comprehensive loss | (134,073) | (135,549) |
Treasury stock, 88,161,467 and 80,074,914 shares as of January 28, 2023 and January 29, 2022, respectively | (1,141,615) | (966,108) |
Guess?, Inc. stockholders’ equity | 534,113 | 622,658 |
Nonredeemable noncontrolling interests | 38,638 | 30,985 |
Total stockholders’ equity | 572,751 | 653,643 |
Total liabilities and stockholders' equity | $ 2,425,448 | $ 2,555,628 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jan. 28, 2023 | Jan. 29, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 142,771,253 | 142,771,946 |
Common stock, shares outstanding (in shares) | 54,609,786 | 62,697,032 |
Treasury stock, shares (in shares) | 88,161,467 | 80,074,914 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Net revenue | $ 2,687,350 | $ 2,591,631 | $ 1,876,529 |
Cost of product sales | 1,538,603 | 1,422,126 | 1,179,427 |
Gross profit | 1,148,747 | 1,169,505 | 697,102 |
Selling, general and administrative expenses | 893,297 | 861,578 | 679,958 |
Asset impairment charges | 9,544 | 3,149 | 80,442 |
Net gains on lease modifications | (2,267) | (259) | (2,801) |
Earnings (loss) from operations | 248,173 | 305,037 | (60,497) |
Other income (expense): | |||
Interest expense | (13,190) | (23,018) | (22,869) |
Interest income | 2,885 | 1,881 | 2,237 |
Other, net | (39,822) | (30,171) | (5,950) |
Total other expense | (50,127) | (51,308) | (26,582) |
Earnings (loss) before income tax expense (benefit) | 198,046 | 253,729 | (87,079) |
Income tax expense (benefit) | 36,502 | 73,680 | (6,338) |
Net earnings (loss) | 161,544 | 180,049 | (80,741) |
Net earnings attributable to noncontrolling interests | 11,934 | 8,686 | 488 |
Net earnings (loss) attributable to Guess?, Inc. | $ 149,610 | $ 171,363 | $ (81,229) |
Net earnings (loss) per common share attributable to common stockholders: | |||
Basic (in dollars per share) | $ 2.62 | $ 2.65 | $ (1.27) |
Diluted (in dollars per share) | $ 2.18 | $ 2.57 | $ (1.27) |
Weighted average common shares outstanding attributable to common stockholders: | |||
Basic (in shares) | 56,484 | 64,021 | 64,179 |
Diluted (in shares) | 70,087 | 65,919 | 64,179 |
Product sales | |||
Net revenue | $ 2,583,913 | $ 2,494,922 | $ 1,802,533 |
Net royalties | |||
Net revenue | $ 103,437 | $ 96,709 | $ 73,996 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net earnings (loss) | $ 161,544 | $ 180,049 | $ (80,741) |
Foreign currency translation adjustment | |||
Gains (losses) arising during the period | 8,425 | (30,857) | 31,115 |
Derivative financial instruments designated as cash flow hedges | |||
Gains (losses) arising during the period | 207 | 11,460 | (6,446) |
Less income tax effect | (160) | (1,339) | 737 |
Reclassification to net earnings (loss) for (gains) losses realized | (10,016) | 2,323 | (6,117) |
Less income tax effect | 1,105 | (288) | 650 |
Defined benefit plans | |||
Net actuarial gains (losses) | 3,890 | 2,805 | (1,003) |
Foreign currency and other adjustments | 627 | 340 | (383) |
Less income tax effect | (1,340) | (595) | 183 |
Net actuarial loss amortization | 615 | 420 | 397 |
Prior service credit amortization | (90) | (67) | (66) |
Less income tax effect | (55) | (42) | (36) |
Total comprehensive income (loss) | 164,752 | 164,209 | (61,710) |
Less comprehensive income attributable to noncontrolling interests: | |||
Net earnings | 11,934 | 8,686 | 488 |
Foreign currency translation adjustment | 1,732 | (966) | (204) |
Amounts attributable to noncontrolling interests | 13,666 | 7,720 | 284 |
Comprehensive income (loss) attributable to Guess?, Inc. | $ 151,086 | $ 156,489 | $ (61,994) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Paid-in Capital | Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings | Retained Earnings Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Treasury Stock | Nonredeemable Noncontrolling Interests |
Balance at beginning of period (in shares) at Feb. 01, 2020 | 65,848,510 | |||||||||
Balance at beginning of period at Feb. 01, 2020 | $ 661,347 | $ 658 | $ 563,004 | $ 1,130,409 | $ (139,910) | $ (914,447) | $ 21,633 | |||
Balance at beginning of period (in shares) at Feb. 01, 2020 | 77,019,437 | |||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net earnings (loss) | (80,741) | (81,229) | 488 | |||||||
Other comprehensive income (loss), net of income tax effect | 19,031 | 19,235 | (204) | |||||||
Issuance of common stock under stock compensation plans including tax effect (in shares) | 2,294,872 | 2,369,140 | ||||||||
Issuance of common stock under stock compensation plans including income tax effect | (185) | $ 24 | (28,267) | $ 28,058 | ||||||
Issuance of stock under Employee Stock Purchase Plan (in shares) | 86,780 | 86,780 | ||||||||
Issuance of stock under Employee Stock Purchase Plan | 600 | (427) | $ 1,027 | |||||||
Share-based compensation | 18,830 | 18,761 | 69 | |||||||
Dividends | (14,426) | (14,426) | ||||||||
Share repurchases (in shares) | (4,000,000) | (4,000,000) | ||||||||
Share repurchases | (38,876) | $ (40) | 40 | $ (38,876) | ||||||
Balance at end of period (in shares) at Jan. 30, 2021 | 64,230,162 | |||||||||
Balance at end of period at Jan. 30, 2021 | 565,580 | $ 642 | 553,111 | 1,034,823 | (120,675) | $ (924,238) | 21,917 | |||
Balance at end of period (in shares) at Jan. 30, 2021 | 78,563,517 | |||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net earnings (loss) | 180,049 | 171,363 | 8,686 | |||||||
Other comprehensive income (loss), net of income tax effect | (15,840) | (14,874) | (966) | |||||||
Issuance of common stock under stock compensation plans including tax effect (in shares) | 718,018 | 739,751 | ||||||||
Issuance of common stock under stock compensation plans including income tax effect | (751) | $ 8 | (9,469) | $ 8,710 | ||||||
Issuance of stock under Employee Stock Purchase Plan (in shares) | 38,144 | 38,144 | ||||||||
Issuance of stock under Employee Stock Purchase Plan | 713 | 263 | $ 450 | |||||||
Share-based compensation | 21,119 | 21,096 | 23 | |||||||
Dividends | (37,091) | (37,091) | ||||||||
Share repurchases (in shares) | (2,289,292) | (2,289,292) | ||||||||
Share repurchases | (51,030) | $ (23) | 23 | $ (51,030) | ||||||
Noncontrolling interest capital distribution | (3,452) | (3,452) | ||||||||
Redeemable noncontrolling interest redemption value adjustment | $ (5,654) | (10,454) | 4,800 | |||||||
Balance at end of period (in shares) at Jan. 29, 2022 | 62,697,032 | 62,697,032 | ||||||||
Balance at end of period at Jan. 29, 2022 | $ 653,643 | $ (21,290) | $ 627 | 565,024 | $ (43,078) | 1,158,664 | $ 21,788 | (135,549) | $ (966,108) | 30,985 |
Balance at end of period (in shares) at Jan. 29, 2022 | 80,074,914 | 80,074,914 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 | |||||||||
Net earnings (loss) | $ 161,544 | 149,610 | 11,934 | |||||||
Other comprehensive income (loss), net of income tax effect | 3,208 | 1,476 | 1,732 | |||||||
Issuance of common stock under stock compensation plans including tax effect (in shares) | 852,514 | 853,207 | ||||||||
Issuance of common stock under stock compensation plans including income tax effect | 591 | $ 9 | (10,076) | $ 10,658 | ||||||
Issuance of stock under Employee Stock Purchase Plan (in shares) | 45,843 | 45,843 | ||||||||
Issuance of stock under Employee Stock Purchase Plan | 686 | 104 | $ 582 | |||||||
Share-based compensation | 20,395 | 20,334 | 61 | |||||||
Dividends | (53,266) | (53,266) | ||||||||
Share repurchases (in shares) | (8,985,603) | (8,985,603) | ||||||||
Share repurchases | (186,747) | $ (90) | 90 | $ (186,747) | ||||||
Noncontrolling interest capital distribution | $ (6,013) | (6,013) | ||||||||
Balance at end of period (in shares) at Jan. 28, 2023 | 54,609,786 | 54,609,786 | ||||||||
Balance at end of period at Jan. 28, 2023 | $ 572,751 | $ 546 | $ 532,398 | $ 1,276,857 | $ (134,073) | $ (1,141,615) | $ 38,638 | |||
Balance at end of period (in shares) at Jan. 28, 2023 | 88,161,467 | 88,161,467 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Cash flows from operating activities: | |||
Net earnings (loss) | $ 161,544 | $ 180,049 | $ (80,741) |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 61,467 | 56,799 | 63,501 |
Amortization of debt discount | 0 | 11,125 | 10,394 |
Amortization of debt issuance costs | 1,563 | 1,390 | 1,351 |
Share-based compensation expense | 20,395 | 21,119 | 18,830 |
Forward contract (gains) losses | 10,614 | (2,401) | 4,462 |
Deferred income taxes | 9,313 | (95,544) | (5,413) |
Net loss on impairment and disposition of long-term assets | 10,993 | 5,731 | 82,209 |
Other items, net | 18,102 | 16,080 | 12,396 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (18,997) | (42,235) | 34,531 |
Inventories | (54,412) | (91,048) | 17,838 |
Prepaid expenses and other assets | (1,311) | (15,772) | 1,115 |
Operating lease assets and liabilities, net | (28,608) | (26,891) | 22,751 |
Accounts payable and accrued expenses and other current liabilities | (20,456) | 101,554 | 31,112 |
Other long-term liabilities | (1,019) | 11,686 | (5,286) |
Net cash provided by operating activities | 169,188 | 131,642 | 209,050 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (89,503) | (63,521) | (18,876) |
Proceeds from sale of business and long-term assets | 196 | 3,653 | 2,739 |
Net cash settlement of forward contracts | 0 | (460) | (1,387) |
Purchases of investments | (598) | (1,562) | (4,818) |
Other investing activities | 37 | (387) | 181 |
Net cash used in investing activities | (89,868) | (62,277) | (22,161) |
Cash flows from financing activities: | |||
Proceeds from borrowings | 207,079 | 32,169 | 309,105 |
Repayments of borrowings and finance lease obligations | (178,937) | (37,946) | (264,999) |
Debt issuance costs | (2,026) | 0 | 0 |
Dividends paid | (51,823) | (36,747) | (15,552) |
Noncontrolling interest capital distribution | (6,013) | (3,452) | 0 |
Issuance of common stock, net of income tax withholdings on vesting of stock awards | 1,277 | (38) | 415 |
Purchase of treasury stock | (186,747) | (51,030) | (38,876) |
Net cash used in financing activities | (217,190) | (97,044) | (9,907) |
Effect of exchange rates on cash, cash equivalents and restricted cash | (1,930) | (26,101) | 7,535 |
Net change in cash, cash equivalents and restricted cash | (139,800) | (53,780) | 184,517 |
Cash, cash equivalents and restricted cash at the beginning of the year | 415,565 | 469,345 | 284,828 |
Cash, cash equivalents and restricted cash at the end of the year | 275,765 | 415,565 | 469,345 |
Supplemental cash flow data: | |||
Interest paid | 11,025 | 10,069 | 11,925 |
Income taxes paid, net of refunds | 25,609 | 152,693 | 7,697 |
Non-cash investing and financing activity: | |||
Change in accrual of property and equipment | (4,781) | 9,826 | (365) |
Assets acquired under finance lease obligations | 3,863 | 8,447 | 7,131 |
Payable and related adjustments from sale of retail locations | $ 0 | $ 0 | $ (510) |
Description of the Business and
Description of the Business and Summary of Significant Accounting Policies and Practices | 12 Months Ended |
Jan. 28, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business and Summary of Significant Accounting Policies and Practices | Description of the Business and Summary of Significant Accounting Policies and Practices Description of the Business Guess?, Inc. (the “Company” or “GUESS?”) designs, markets, distributes and licenses a leading lifestyle collection of contemporary apparel and accessories for men, women and children that reflect the American lifestyle and European fashion sensibilities. The Company’s designs are sold in GUESS? owned stores, to a network of wholesale accounts that includes better department stores, selected specialty retailers and upscale boutiques and through the Internet. GUESS? branded products, some of which are produced under license, are also sold internationally through a series of retail store licensees and wholesale distributors. Reclassifications The Company has made certain reclassifications to prior period amounts to conform to the current period presentation within the accompanying notes to the consolidated financial statements. Fiscal Year The Company operates on a 52/53-week fiscal year calendar, which ends on the Saturday nearest to January 31 of each year. All references herein to “fiscal 2023,” “fiscal 2022” and “fiscal 2021” represent the results of the 52-week fiscal years ended January 28, 2023, January 29, 2022 and January 30, 2021. References to “fiscal 2024” represent the 53-week fiscal year ending February 3, 2024. Principles of Consolidation The consolidated financial statements include the accounts of Guess?, Inc., its wholly-owned direct and indirect subsidiaries and its non-wholly-owned subsidiaries and joint ventures in which the Company has a controlling financial interest and is determined to be the primary beneficiary. Accordingly, all references herein to “Guess?, Inc.” include the consolidated results of the Company, its wholly-owned subsidiaries and its joint ventures. All intercompany accounts and transactions are eliminated during the consolidation process. Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosed in the accompanying notes. Significant areas requiring the use of management estimates relate to the allowances for doubtful accounts, sales return and markdown allowances, gift card and loyalty accruals, valuation of inventories, share-based compensation, income taxes, recoverability of deferred income taxes, unrecognized income tax benefits, the useful life of assets for depreciation and amortization, evaluation of asset impairment (including goodwill and long-lived assets, such as property and equipment and operating lease right-of-use (“ROU”) assets), pension obligations, workers’ compensation and medical self-insurance expense and accruals, litigation reserves and restructuring expense and accruals. These estimates and assumptions may change as a result of the impact of global economic conditions, such as the uncertainty regarding the impact of public health crises, the ongoing Russia-Ukraine conflict, global inflationary pressures, volatility in foreign exchange rates and declining consumer spending. Actual results could differ from those estimates. Revisions in estimates could materially impact the results of operations and financial position. The Company’s operations could be impacted in ways the Company is not able to predict today. While the Company believes it has made reasonable accounting estimates based on the facts and circumstances that were available as of the reporting date, to the extent there are differences between these estimates and actual results, the Company’s results of operations and financial position could be materially impacted. Business Update, Market Trends and Uncertainties Macroeconomic conditions, including rising inflation, higher interest rates, foreign exchange rate fluctuations, declines in consumer spending and the impact of the ongoing conflict in Ukraine and public health crises are continuing to negatively impact the Company’s businesses. In late fiscal 2021 and fiscal 2022, the Company incurred government-mandated temporary store closures, mostly in Europe. The number of temporary store closures ebbed and flowed based on local conditions. As of January 28, 2023, all of its directly operated stores were open. The Company’s e-commerce sites have remained open in all regions throughout the COVID-19 pandemic. In addition to the impact of store closures, retail stores that are open have remained challenged by lower traffic and capacity restrictions. Many of the Company’s wholesale and licensing partners have also substantially reduced their operations. The COVID-19 crisis and other factors have also contributed to disruptions in the overall global supply chain, leading to industry-wide product delays and higher freight costs. The Company has been working actively to mitigate these headwinds to the extent possible through a number of global supply chain initiatives. In light of the fluid nature of the pandemic, the Company continues to carefully monitor global and regional developments, and respond appropriately. The Company also continues to strategically manage expenses in order to protect profitability and to mitigate, to the extent possible, the effect of the supply chain disruptions. During fiscal 2022 and 2021, the Company suspended rental payments and/or paid reduced rental amounts with respect to its retail stores that were closed or were experiencing drastically reduced customer traffic. The Company has successfully negotiated with several landlords, including some of its larger landlords and has received rent abatement benefits. The Company continues to engage in discussions with landlords in an effort to achieve appropriate rent relief and other lease concessions and, in some cases, to terminate existing leases. Business Segment Reporting Where applicable, the Company reports information about business segments and related disclosures about products and services, geographic areas and major customers. The Company’s businesses are grouped into five reportable segments for management and internal financial reporting purposes: Americas Retail, Americas Wholesale, Europe, Asia and Licensing. The Company’s Americas Retail, Americas Wholesale, Europe and Licensing reportable segments are the same as their respective operating segments. Certain components of the Company’s Asia reportable segment are separate operating segments based on regions, which have been aggregated into the Asia reportable segment for disclosure purposes. Management evaluates segment performance based primarily on revenues and earnings (loss) from operations before corporate performance-based compensation costs, asset impairment charges, net gains (losses) from lease modifications, restructuring charges and certain non-recurring credits (charges), if any. The Company believes this segment reporting reflects how its business segments are managed and how each segment’s performance is evaluated by the Company’s chief operating decision maker to assess performance and make resource allocation decisions. The Americas Retail segment includes the Company’s retail and e-commerce operations in the Americas. The Americas Wholesale segment includes the Company’s wholesale operations in the Americas. The Europe segment includes the Company’s retail, e-commerce and wholesale operations in Europe and the Middle East. The Asia segment includes the Company’s retail, e-commerce and wholesale operations in Asia and the Pacific. The Licensing segment includes the worldwide licensing operations of the Company. The business segment operating results exclude corporate overhead costs, which consist of shared costs of the organization, asset impairment charges, net gains (losses) on lease modifications, restructuring charges and certain non-recurring credits (charges), if any. Corporate overhead costs are presented separately and generally include, among other things, the following unallocated corporate costs: accounting and finance, executive compensation, corporate performance-based compensation, facilities, global advertising and marketing, human resources, information technology and legal. Information regarding these segments is summarized in Note 17. Revenue Recognition Products Transferred at a Point in Time The Company recognizes the majority of its revenue from its direct-to-consumer (brick-and-mortar retail stores and concessions as well as e-commerce) and wholesale distribution channels at a point in time when it satisfies a performance obligation and transfers control of the product to the respective customer. For the Company’s brick-and-mortar retail stores and concessions, revenue is typically recognized at the point of sale and includes estimates of variable consideration such as allowances for sales returns and loyalty award obligations, where applicable. Revenue generated from the Company’s e-commerce sites is recognized when merchandise is transferred to a common carrier. Revenue generated from the Company’s wholesale distribution channel is recognized when control transfers to the customer, which generally occurs upon shipment. The amount of revenue that is recognized is based on the transaction price, which represents the invoiced amount and includes estimates of variable consideration such as allowances for sales returns and markdowns, where applicable. The amount of variable consideration included in the transaction price may be constrained and is included only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized under the contract will not occur in a future period. The Company accepts payments at its brick-and-mortar retail locations and its e-commerce sites in the form of cash, credit cards, gift cards and loyalty points, where applicable. Payment terms, typically less than one year, are offered to the Company’s wholesale customers and do not include a significant financing component. The Company extends credit to wholesale customers based upon an evaluation of the customer’s financial condition and credit history and generally requires no collateral but does obtain credit insurance when considered appropriate. As of January 28, 2023, approximately 50% of the Company’s total net trade accounts receivable and 59% of its European net trade receivables were subject to credit insurance coverage, certain bank guarantees or letters of credit for collection purposes. The Company’s credit insurance coverage contains certain terms and conditions specifying deductibles and annual claim limits. During 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. The Company maintains allowances for doubtful accounts for estimated losses that result from the inability of its wholesale customers to make their required payments. The Company bases its allowances on analysis of the aging of accounts receivable at the date of the financial statements, assessments of historical and current collection trends, an evaluation of the impact of current economic conditions and whether the Company has obtained credit insurance or other guarantees which are not considered freestanding against the related account receivable balances. Management performs regular evaluations concerning the ability of its customers to satisfy their obligations and records a provision for doubtful accounts based on these evaluations. The Company’s credit losses for the periods presented were not significant compared to sales and did not significantly exceed management’s estimates. Refer to Note 3 for further information regarding the Company’s allowance for doubtful accounts. Shipping and handling costs associated with outbound freight incurred to transfer a product to a customer are accounted for as fulfillment costs and are included in SG&A expenses. Sales and usage-based taxes collected from customers and remitted directly to governmental authorities are excluded from net revenues. The Company does not have significant contract balances related to its direct-to-consumer or wholesale distribution channels other than the allowance for sales returns and markdowns as well as liabilities related to its gift cards and loyalty programs, which are included in accrued expenses. The Company also does not have significant contract acquisition costs related to its direct-to-consumer or wholesale distribution channels. Sales Return Allowances The Company accrues for estimated sales returns in the period in which the related revenue is recognized. To recognize the financial impact of sales returns, the Company estimates the amount of goods that will be returned based on historical experience and current trends and reduces sales and cost of sales accordingly. The Company’s policy allows retail customers in certain regions a grace period to return merchandise following the date of sale. Substantially all of these returns are considered to be resalable at a price that exceeds the cost of the merchandise. The Company includes the allowance for sales returns in accrued expenses and the estimated cost associated with such sales returns within other current assets in its consolidated balance sheet. As of January 28, 2023, the Company included $35.7 million in accrued expenses related to the allowance for sales returns and $16.5 million in other current assets related to the estimated cost of such sales returns. As of January 29, 2022, the Company included $38.4 million in accrued expenses related to the allowance for sales returns and $14.5 million in other current assets related to the estimated cost of such sales returns. Markdown Allowances Costs associated with customer markdowns are recorded as a reduction to revenues and any amounts unapplied to existing receivables are included in accrued expenses. Historically, these markdown allowances resulted from seasonal negotiations with the Company’s wholesale customers, as well as historical trends and the evaluation of the impact of current economic conditions. The Company included $17.5 million and $19.0 million in accrued expenses related to the allowance for markdowns as of January 28, 2023 and January 29, 2022, respectively. Gift Cards Gift card breakage is income recognized due to the non-redemption of a portion of gift cards sold by the Company for which a liability was recorded in prior periods. Gifts cards are mainly used in the U.S. and Canada. The Company issues its gift cards in the U.S. and Canada through one of its subsidiaries and is not required by law to escheat the value of unredeemed gift cards to the state in which the subsidiary is domiciled. Estimated breakage amounts are accounted for under the redemption recognition method and are classified as additional net revenues as the gift cards are redeemed. The Company’s gift card breakage rate is approximately 8.0% and 7.9% for the U.S. retail business and Canadian retail business, respectively, based upon historical redemption patterns, which represents the cumulative estimated amount of gift card breakage from the inception of the electronic gift card program in late 2002. Based upon historical redemption trends, the Company recognizes estimated gift card breakage as a component of net revenue in proportion to actual gift card redemptions, over the period that remaining gift card values are redeemed. Any future revisions to the estimated breakage rate may result in changes in the amount of breakage income recognized in future periods. In fiscal 2023, fiscal 2022 and fiscal 2021, the Company recognized $0.7 million, $1.0 million and $0.4 million of gift card breakage to revenue, respectively. The Company included $4.7 million and $4.4 million in accrued expenses related to its gift card liability for fiscal 2023 and fiscal 2022. Loyalty Programs The Company has customer loyalty programs in North America, Europe and Asia which cover all of its brands. Under certain of the programs, primarily in the U.S. and Canada, customers accumulate points based on purchase activity. Once a loyalty program member achieves a certain point level, the member earns awards that may only be redeemed for merchandise. Unredeemed points generally expire after six months without additional purchase activity and unredeemed awards generally expire after two months. Where applicable, the Company allocates a portion of the transaction price from sales in its direct-to-consumer channel to its loyalty program by using historical redemption rates to estimate the value of future award redemptions. This amount is accrued in current liabilities and recorded as a reduction of net revenue in the period which the related revenue is recognized. During fiscal 2023, fiscal 2022 and fiscal 2021, activity related to the Company’s loyalty programs increased (decreased) net revenue by $(0.2) million, $(0.6) million and $0.4 million, respectively. The aggregate dollar value of the loyalty program accruals included in accrued expenses was $6.1 million and $6.0 million as of January 28, 2023 and January 29, 2022, respectively. Future revisions to the estimated liability may result in changes to net revenue. Intellectual Property Transferred Over Time The Company’s trademark license agreements represent symbolic licenses that are dependent on the Company’s continued support over the term of the license agreement. The revenue recognized from the licensing arrangements is based on sales-based royalty and advertising fund contributions, as well as specific fixed payments, where applicable. The typical license agreement requires that the licensee pay the Company the greater of a royalty based on a percentage of the licensee’s net sales of licensed products or a guaranteed annual minimum royalty that typically increases over the term of the license agreement. Generally, licensees are also required to make contributions to advertising funds, as a percentage of their sales, or may elect to increase their contribution to support specific brand-building initiatives. The Company recognizes revenue from sales-based royalty and advertising fund contributions when the related sales occur, which is consistent with the timing of when the performance obligation is satisfied. The Company records advertising contributions received from its licensees and the related advertising expenditures incurred by the Company on a gross basis in its consolidated statements of income (loss). The Company records royalty and advertising payments received on the Company’s purchases of licensed product as a reduction of the cost of the licensed product. The Company’s trademark license agreements customarily provide for a multi-year initial term generally ranging from three Contract balances related to the Company’s licensing distribution channel consist primarily of royalty receivables and liabilities related to deferred royalties. Refer to Note 3 for further information on royalty receivables. The Company does not have significant contract acquisition costs related to its licensing operations. Information regarding the intellectual property transfer is summarized in Note 12. Refer to Note 17 for further information on disaggregation of revenue by segment and country. Classification of Certain Costs and Expenses The Company includes inbound freight charges, purchasing costs and related overhead, retail store occupancy costs, including lease costs and depreciation and amortization, and a portion of the Company’s distribution costs related to its direct-to-consumer business in cost of product sales. Distribution costs related primarily to the wholesale business are included in SG&A expenses and amounted to $61.6 million, $60.2 million and $51.0 million for fiscal 2023, fiscal 2022 and fiscal 2021, respectively. The Company also includes store selling, selling and merchandising, advertising, design and other corporate overhead costs as a component of SG&A expenses. The Company classifies amounts billed to customers for shipping fees as revenues and classifies costs related to shipping as cost of product sales in the accompanying consolidated statements of income (loss). Advertising and Marketing Costs The Company expenses the cost of advertising as incurred. Advertising and marketing expenses charged to operations for fiscal 2023, fiscal 2022 and fiscal 2021 were $51.5 million, $48.5 million and $39.0 million, respectively. Share-Based Compensation The Company recognizes compensation expense for all share-based awards granted based on the grant date fair value. The fair value of each stock option is estimated on the grant date using the Black-Scholes option-pricing model and involves several assumptions, including the risk-free interest rate, expected volatility, dividend yield and expected life. The risk-free interest rate is based on the U.S. Treasury yield curve in effect for the expected term of the option at the time of grant. The expected stock price volatility is determined based on an average of both historical volatility and implied volatility. Implied volatility is derived from exchange traded options on the Company’s common stock. The expected dividend yield is based on the Company’s history and expectations of dividend payouts. The expected life is determined based on historical trends. Compensation expense for nonvested stock options and stock awards/units that are not subject to performance-based vesting conditions is recognized on a straight-line basis over the vesting period. The Company has elected to account for forfeitures as they occur. In addition, the Company has granted certain nonvested units that require certain minimum performance targets to be achieved in order for these awards to vest. Vesting is also subject to continued service requirements through the vesting date. Compensation expense for performance-based awards that vest in increments is recognized based on an accelerated attribution method. If the minimum performance targets are not forecasted to be achieved, no expense is recognized during the period. The Company has also granted certain nonvested stock units which are subject to market-based performance targets in order for these units to vest. Vesting is also subject to continued service requirements through the vesting date. The grant date fair value for such nonvested stock units was estimated using a Monte Carlo simulation that incorporates option-pricing inputs covering the period from the grant date through the end of the performance period. Compensation expense for such nonvested stock units is recognized on a straight-line basis over the vesting period, regardless of whether the market condition is satisfied. Certain restricted stock units vest immediately but are considered contingently returnable as a result of certain service conditions. Compensation expense for these restricted stock units is recognized on a straight-line basis over the implied service period. Foreign Currency Foreign Currency Translation Adjustment The local selling currency is typically the functional currency for all of the Company’s significant international operations. In accordance with authoritative guidance, assets and liabilities of the Company’s foreign operations are translated from foreign currencies into U.S. dollars at period-end rates, while income and expenses are translated at the weighted average exchange rates for the period. The related translation adjustments are reflected as a foreign currency translation adjustment in accumulated other comprehensive income (loss) within stockholders’ equity. In addition, the Company records foreign currency translation adjustments related to its noncontrolling interests within stockholders’ equity. Periodically, the Company may also use foreign exchange currency contracts to hedge the translation and economic exposures related to its net investments in certain of its international subsidiaries (see below). Changes in the fair values of these foreign exchange currency contracts, designated as net investment hedges, are recorded in foreign currency translation adjustment as a component of accumulated other comprehensive income (loss) within stockholders’ equity. The total foreign currency translation adjustment increased stockholders’ equity (including amounts attributable to nonredeemable noncontrolling interests) by $8.4 million, from an accumulated foreign currency translation loss of $140.9 million as of January 29, 2022 to an accumulated foreign currency translation loss of $132.5 million as of January 28, 2023. Foreign Currency Transaction Gains and Losses Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency, including gains and losses on foreign exchange currency contracts (see below), are included in the consolidated statements of income (loss). Net foreign currency transaction losses included in the determination of net earnings (loss) were $22.9 million, $32.1 million and $1.7 million for fiscal 2023, fiscal 2022 and fiscal 2021, respectively. Derivatives Foreign Exchange Currency Contracts The Company operates in foreign countries, which exposes it to market risk associated with foreign currency exchange rate fluctuations. Various transactions that occur primarily in Europe, Canada, South Korea, China, Hong Kong and Mexico are denominated in U.S. dollars, British pounds and Russian roubles and thus are exposed to earnings risk as a result of exchange rate fluctuations when converted to their functional currencies. These types of transactions include U.S. dollar-denominated purchases of merchandise and U.S. dollar- and British pound-denominated intercompany liabilities. In addition, certain operating expenses, tax liabilities and pension-related liabilities are denominated in Swiss francs and are exposed to earnings risk as a result of exchange rate fluctuations when converted to the functional currency. Further, there are certain real estate leases which are denominated in a currency other than the functional currency of the respective entity that entered into the agreement (primarily Swiss francs, Russian roubles and Polish zloty). As a result, the Company may be exposed to volatility related to unrealized gains or losses on the translation of present value of future lease payment obligations when translated at the exchange rate as of a reporting period-end. The Company has entered into certain forward exchange currency contracts to hedge the risk of a portion of these anticipated foreign currency transactions against foreign currency rate fluctuations. The Company has elected to apply the hedge accounting rules in accordance with authoritative guidance for certain of these hedges. The Company does not hedge all transactions denominated in foreign currency. The Company may also hedge the translation and economic exposures related to its net investments in certain of its international subsidiaries. Changes in the fair value of the U.S. dollar forward contracts for anticipated U.S. dollar merchandise purchases designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity and are recognized in cost of product sales in the period which approximates the time the hedged merchandise inventory is sold. Changes in the fair value of any U.S. dollar forward contracts designated as net investment hedges are recorded in foreign currency translation adjustment as a component of accumulated other comprehensive income (loss) within stockholders’ equity and are not recognized in earnings (loss) until the sale or liquidation of the hedged net investment. The Company also has forward exchange currency contracts that are not designated as hedging instruments for accounting purposes. Changes in fair value of forward exchange currency contracts not designated as hedging instruments are reported in net earnings (loss) as part of other income (expense). Interest Rate Swap Agreements The Company is exposed to interest rate risk on its floating-rate debt. The Company has entered into interest rate swap agreements for certain of these agreements to effectively convert its floating-rate debt to a fixed-rate basis. The principal objective of these contracts is to eliminate or reduce the variability of the cash flows in interest payments associated with the Company’s floating-rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. The Company has elected to apply the hedge accounting rules in accordance with authoritative guidance for certain of these contracts. Changes in the fair value of interest rate swap agreements designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity and are amortized to interest expense over the term of the related debt. Periodically, the Company may also enter into interest rate swap agreements that are not designated as hedging instruments for accounting purposes. Changes in the fair value of interest rate swap agreements not designated as hedging instruments are reported in net earnings (loss) as part of other income (expense). Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for the future income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income taxes of a change in income tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance is recorded when management believes it is more likely than not that the results of operations will not generate sufficient taxable earnings to realize certain net deferred income tax assets. The Company accounts for uncertainty in income taxes in accordance with authoritative guidance, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of an income tax position taken or expected to be taken in an income tax return. The Company also follows authoritative guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is subject to an income tax on global intangible low-taxed income (“GILTI”). GILTI is an income tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. Companies subject to GILTI have the option to account for the income tax as a period cost if and when incurred, or factor such amounts into the measurement of deferred income taxes. The Company has elected to account for GILTI as a period cost. Earnings (Loss) Per Share Basic earnings (loss) per share represents net earnings (loss) attributable to common stockholders divided by the weighted average number of common shares outstanding during the period. The Company considers any restricted stock units with forfeitable dividend rights that are issued and outstanding, but considered contingently returnable if certain service conditions are not met, as common equivalent shares outstanding. These restricted stock units are excluded from the weighted average number of common shares outstanding and basic earnings (loss) per share calculation until the respective service conditions have been met. Diluted earnings (loss) per share represents net earnings (loss) attributable to common stockholders divided by the weighted average number of common shares outstanding, inclusive of the dilutive impact of common equivalent shares outstanding during the period, and the dilutive impact of the Company’s 2.00% convertible senior notes due 2024 (the “Notes”) and related warrants, as applicable. On January 30, 2022, the Company adopted the authoritative guidance which simplifies the accounting for convertible instruments and contracts in an entity’s own equity usi |
New Accounting Guidance
New Accounting Guidance | 12 Months Ended |
Jan. 28, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
New Accounting Guidance | New Accounting Guidance Recently Adopted Accounting Guidance Convertible Instruments and Contracts in an Entity’s Own Equity In August 2020, the FASB issued authoritative guidance to simplify the accounting for convertible instruments and contracts in an entity’s own equity and the diluted earnings per share computations for these instruments. This guidance removes major separation models required under current guidance enabling more convertible debt instruments to be reported as a single liability instrument with no separate accounting for embedded conversion features. This guidance also removes certain settlement conditions required for equity contracts to qualify for the derivative scope exception. In addition, this guidance requires the “if-converted” method be applied for all convertible instruments (the treasury stock method is no longer available) and removes the ability to rebut the presumption of share settlement for contracts that may be settled in cash or stock. The Company adopted this guidance on January 30, 2022, using the modified retrospective transition method which allows for a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption and does not require retrospective adjustments to prior periods. Using this transition method, the cumulative effect of the accounting change increased the carrying amount of the Notes by $27.5 million, reduced deferred income tax liabilities by $6.2 million, reduced additional paid-in capital by $43.1 million and increased retained earnings by $21.8 million, with no restatement of prior periods. Refer to Note 10 for the impact on the Notes and Note 18 for the impact on the earnings per share calculation. Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In May 2021, the FASB issued authoritative guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified in equity after modification or exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). The Company adopted this guidance on January 30, 2022 which had no impact on the Company’s consolidated financial statement presentation or disclosures. Government Assistance In November 2021, the FASB issued authoritative guidance to increase the transparency of government assistance. This guidance is effective for financial statements issued for annual periods beginning after December 15, 2021 with early adoption permitted. The Company adopted this guidance prospectively on January 30, 2022. During fiscal 2023 the Company recorded $9.3 million related to government assistance. This amount mostly relates to support for the COVID-19 pandemic. Recently Issued Accounting Guidance Reference Rate Reform In March 2020, the FASB issued guidance to provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. This guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to certain criteria, referencing LIBOR or another reference rate expected to be discontinued. In January 2021, the FASB issued subsequent amendments to further clarify the scope of optional expedients and exceptions to derivatives affected by the transition. The new guidance is intended to help stakeholders during the global market-wide reference rate transition period. The Company identified and will modify, if necessary, its loans and other financial instruments with attributes directly or indirectly influenced by LIBOR. The Company determined, of its current LIBOR references as outlined in Note 8 Borrowings and Finance Lease Obligations, Note 20, Fair Value Measurements, and Note 21, Derivative Financial Instruments, only the obligations under Mortgage Debt, Credit Facilities, and Interest Rate Swap Agreements are impacted by this guidance. The Company does not expect this guidance to have a material impact on its consolidated financial position, results of operations or cash flows. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Jan. 28, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable Accounts receivable is summarized as follows (in thousands): Jan 28, 2023 Jan 29, 2022 Trade $ 306,737 $ 299,160 Royalty 37,521 33,790 Other 6,235 6,945 350,493 339,895 Less allowances 8,554 11,039 $ 341,939 $ 328,856 |
Inventories
Inventories | 12 Months Ended |
Jan. 28, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following (in thousands): Jan 28, 2023 Jan 29, 2022 Raw materials $ 1,807 $ 1,228 Work in progress 3 3 Finished goods 509,089 461,064 $ 510,899 $ 462,295 The above balances include an allowance to write down inventories to the lower of cost or net realizable value of $30.3 million and $31.8 million as of January 28, 2023 and January 29, 2022, respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jan. 28, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment is summarized as follows (in thousands): Jan 28, 2023 Jan 29, 2022 Land, buildings and improvements $ 51,017 $ 51,530 Leasehold improvements 353,106 354,040 Furniture, fixtures and equipment 459,113 433,158 Construction in progress 14,545 18,749 Assets under finance leases 37,849 36,694 915,630 894,171 Less accumulated depreciation and amortization 675,275 665,406 $ 240,355 $ 228,765 During fiscal 2023 and 2022, the Company entered into finance and operating leases related primarily to computer hardware and software. The accumulated depreciation and amortization related to assets under finance leases was approximately $18.8 million and $14.8 million as of January 28, 2023 and January 29, 2022, respectively, and was included in depreciation expense when recognized. See Note 8 for more information regarding the related finance lease obligations. Construction in progress represents the costs associated with the construction in progress of leasehold improvements to be used in the Company’s operations, primarily for new and remodeled stores in retail operations. Impairment The Company recorded asset impairment charges related to property and equipment of $9.5 million, $2.4 million and $35.0 million in fiscal 2023, fiscal 2022 and fiscal 2021, respectively. The asset impairment charges Impairments to property and equipment are summarized as (in thousands): Jan 28, 2023 Jan 29, 2022 Aggregate carrying value of property and equipment impaired $ 44,284 $ 24,422 Less property and equipment impairment charges 9,474 2,414 Aggregate remaining fair value of property and equipment impaired $ 34,810 $ 22,008 |
Goodwill
Goodwill | 12 Months Ended |
Jan. 28, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Goodwill activity is summarized by business segment as follows (in thousands): Americas Retail Americas Wholesale Europe Total Goodwill balance at January 30, 2021 $ 1,747 $ 9,969 $ 25,020 $ 36,736 Adjustments: Translation adjustments — — (1,851) (1,851) Goodwill balance at January 29, 2022 1,747 9,969 23,169 34,885 Adjustments: Translation adjustments (26) (5) (577) (608) Goodwill balance at January 28, 2023 $ 1,721 $ 9,964 $ 22,592 $ 34,277 The Company had no accumulated impairment related to goodwill as of both January 28, 2023 and January 29, 2022. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Jan. 28, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities are summarized as follows (in thousands): Jan 28, 2023 Jan 29, 2022 Accrued compensation and benefits $ 73,107 $ 79,212 Allowance for sales returns 35,670 38,419 Sales and use taxes, property taxes and other indirect taxes 32,154 29,949 Income taxes 19,049 14,540 Allowance for markdowns 17,530 19,014 Derivative liabilities 14,665 — Deferred royalties and other revenue 12,719 12,852 Professional and legal fees 9,643 10,004 Construction costs 9,033 11,874 Loyalty programs 6,138 5,975 Other 33,330 31,343 $ 263,038 $ 253,182 |
Borrowings and Finance Lease Ob
Borrowings and Finance Lease Obligations | 12 Months Ended |
Jan. 28, 2023 | |
Debt Disclosure [Abstract] | |
Borrowings and Finance Lease Obligations | Borrowings and Finance Lease Obligations Borrowings and finance lease obligations are summarized as follows (in thousands): Jan 28, 2023 Jan 29, 2022 Term loans $ 25,516 $ 48,253 Finance lease obligations 19,865 22,943 Mortgage debt 17,189 17,860 Borrowings under credit facilities 70,304 12,201 Other 3,427 3,092 136,301 104,349 Less current installments 40,380 43,379 Long-term debt and finance lease obligations $ 95,921 $ 60,970 Term Loans The Company entered into term loans with certain banks, primarily in Europe, during fiscal 2021. These loans are primarily unsecured, have remaining terms of approximately two years and incur interest at annual rates ranging between 1.3% to 4.4%. As of January 28, 2023 and January 29, 2022, the Company had outstanding borrowings of $25.5 million and $48.3 million, respectively, under these borrowing arrangements. Finance Lease Obligations The Company leases its European distribution center in the Netherlands under a finance lease which primarily provides for monthly minimum lease payments through May 2027 with an effective interest rate of approximately 6%. The Company has also entered into finance leases for equipment used in its European distribution centers. As of January 28, 2023 and January 29, 2022, these finance lease obligations totaled $15.0 million and $19.6 million, respectively. The Company also has smaller finance leases related primarily to computer hardware and software. As of January 28, 2023 and January 29, 2022, these finance obligations totaled $4.9 million and $3.4 million, respectively. Mortgage Debt During fiscal 2017, the Company entered into a ten-year $21.5 million real estate secured loan (the “Mortgage Debt”). The Mortgage Debt is secured by the Company’s U.S. distribution center based in Louisville, Kentucky and provides for monthly principal and interest payments based on a 25-year amortization schedule, with the remaining principal balance and any accrued and unpaid interest due at maturity. Outstanding principal balances under the Mortgage Debt bear interest at the one-month LIBOR rate plus 1.5%. As of January 28, 2023, outstanding borrowings under the Mortgage Debt, net of debt issuance costs, were $17.2 million. At January 29, 2022, outstanding borrowings under the Mortgage Debt, net of debt issuance costs, were $17.9 million. The Mortgage Debt requires the Company to comply with a fixed charge coverage ratio on a trailing four-quarter basis if consolidated cash, cash equivalents, short term investment balances and availability under borrowing arrangements fall below certain levels. In addition, the Mortgage Debt contains customary covenants, including covenants that limit or restrict the Company’s ability to incur liens on the mortgaged property and enter into certain contractual obligations. Upon the occurrence of an event of default under the Mortgage Debt, the lender may terminate the Mortgage Debt and declare all amounts outstanding to be immediately due and payable. The Mortgage Debt specifies a number of events of default (some of which are subject to applicable grace or cure periods), including, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults. During fiscal 2017, the Company also entered into a separate interest rate swap agreement, designated as a cash flow hedge, that resulted in a swap fixed rate of approximately 3.06%. This interest rate swap agreement matures in January 2026 and converts the nature of the Mortgage Debt from LIBOR floating-rate debt to fixed-rate debt. The fair value of the interest rate swap was recorded as an asset of approximately $1.0 million as of January 28, 2023, and as a liability of approximately $0.1 million as of January 29, 2022, respectively. Credit Facilities Long-Term 2023 Credit Facility On December 20, 2022, the Company amended and restated its senior secured asset-based revolving credit facility with Bank of America, N.A. and other lenders party thereto to extend the maturity date of the credit facility to December 20, 2027, among other changes (as amended, the “2023 Credit Facility”). The 2023 Credit Facility is subject to earlier maturity as of 60 days before the maturity date of the Company’s outstanding convertible notes if the notes have not been refinanced or converted into equity by that date and arrangements satisfactory to the Lenders for the refinancing or conversion of the notes have not been made. The 2023 Credit Facility provides for a borrowing capacity in an amount up to $150 million, including a Canadian sub-facility up to $20 million, subject to a borrowing base. Based on applicable accounts receivable, inventory and eligible cash, subject to certain reserves, balances as of January 28, 2023, the Company could have borrowed up to $118 million under the 2023 Credit Facility. The 2023 Credit Facility has an option to expand the borrowing capacity by up to $150 million subject to certain terms and conditions, including the willingness of existing or new lenders to assume such increased amount. The 2023 Credit Facility is available for direct borrowings and the issuance of letters of credit, subject to certain letters of credit sublimits, and may be used for repayment of debt, working capital and other general corporate purposes. All obligations under the 2023 Credit Facility are unconditionally guaranteed by the Company and the Company’s existing and future domestic and Canadian subsidiaries, subject to certain exceptions, and are secured by a first priority lien on substantially all of the assets of the Company and such domestic and Canadian subsidiaries, as applicable. Direct borrowings under the 2023 Credit Facility made by the Company and its domestic subsidiaries bear interest at the U.S. base rate plus an applicable margin (varying from 0.25% to 0.75%) or at Term SOFR plus a spread adjustment plus an applicable margin (varying from 1.25% to 1.75%), provided that Term SOFR may not be less than zero. The U.S. base rate is based on the greater of (i) the U.S. prime rate, (ii) the federal funds rate, plus 0.5%, and (iii) Term SOFR plus a spread adjustment for a 30-day interest period, plus 1.0%, provided that the U.S. base rate may not be less than zero. Direct borrowings under the 2023 Credit Facility made by the Company’s Canadian subsidiaries bear interest at the Canadian prime rate plus an applicable margin (varying from 0.25% to 0.75%) or at the Canadian BA rate plus an applicable margin (varying from 1.25% to 1.75%), provided that the Canadian BA rate may not be less than zero. The Canadian rate is based on the greater of (i) the Canadian prime rate and (ii) the Canadian BA rate for a one-month interest period, plus 1.0%, provided that the Canadian prime rate may not be less than zero. The applicable margins are calculated quarterly and vary based on the average daily availability of the aggregate borrowing base. The Company is also obligated to pay certain commitment, letter of credit and other fees customary for a credit facility of this size and type. As of January 28, 2023, the Company had $8.1 million in outstanding standby letters of credit, no outstanding documentary letters of credit, and no outstanding borrowings under the 2023 Credit Facility. As of January 29, 2022, the Company had $10.1 million in outstanding standby letters of credit, no outstanding documentary letters of credit, and no outstanding borrowings under the former credit facility. The 2023 Credit Facility contains various annual sustainability key performance targets, the achievement of which would result in an adjustment to the interest margin ranging from a plus 5 basis points to a minus 5 basis points per year and the commitment fee ranging from a plus 1 basis point to a minus 1 basis point per year. The 2023 Credit Facility requires the Company to comply with a fixed charge coverage ratio on a trailing four-quarter basis if a default or an event of default occurs under the 2023 Credit Facility or availability under the 2023 Credit Facility falls below the greater of 10% of the aggregate borrowing base and $12.5 million. In addition, the 2023 Credit Facility contains customary covenants, including covenants that limit or restrict the Company and certain of its subsidiaries’ ability to: incur liens, incur indebtedness, make investments, dispose of assets, make certain restricted payments, merge or consolidate and enter into certain transactions with affiliates. Upon the occurrence of an event of default under the 2023 Credit Facility, the lenders may cease making loans, terminate the 2023 Credit Facility and declare all amounts outstanding to be immediately due and payable. The 2023 Credit Facility specifies a number of events of default (some of which are subject to applicable grace or cure periods), including, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults, and material judgment defaults. The 2023 Credit Facility allows for both secured and unsecured borrowings outside of the 2023 Credit Facility up to specified amounts. Long-Term 2022 Credit Facility On May 5, 2022, Guess Europe Sagl, a wholly owned subsidiary of the Company, entered into a credit agreement (the “Credit Agreement”) for a €250 million revolving credit facility (the “2022 Credit Facility”) with an initial five-year term. The Company has an option to extend the maturity date by up to two years and an option to expand the 2022 Credit Facility by up to €100 million, subject to certain conditions. At closing, there were no direct borrowings under the 2022 Credit Facility. The Company terminated certain European short-term borrowing arrangements totaling €120 million with various banks in Europe concurrently with the closing of the Credit Agreement. Borrowings under the 2022 Credit Facility bear interest based on the daily balance outstanding at the Euro Interbank Offered Rate (EURIBOR) plus an applicable margin (varying from 0.85% to 1.20%), provided that EURIBOR may not be less than 0.0%. The 2022 Credit Facility carries a commitment fee equal to the available but unused borrowing capacity multiplied by 35% of an applicable margin (varying from 0.85% to 1.20%). The Company is also required to pay a utilization fee on the total amount of the loans outstanding under the 2022 Credit Facility at rates varying from 0.10% to 0.20%, depending on the balance outstanding. The applicable margins are calculated quarterly and vary based on the leverage ratio of the guarantor and its subsidiaries as set forth in the Credit Agreement. The Credit Agreement contains various annual sustainability key performance targets, the achievement of which would result in an adjustment to the interest margin ranging from a plus 5 basis points to a minus 5 basis points per year. The Credit Agreement includes a financial covenant requiring a maximum leverage ratio of the guarantor and its subsidiaries. In addition, the Credit Agreement includes customary representations and warranties, affirmative and negative covenants and events of default. As of January 28, 2023, the Company had no outstanding standby letters of credit, no outstanding documentary letters of credit, $54.4 million outstanding borrowings and $217.4 million available for future borrowings under the 2022 Credit Facility. As of January 29, 2022, the Company had no outstanding borrowings, no outstanding documentary letters of credit, and $126.9 million available for future borrowings under the short-term committed borrowing agreements terminated in May 2022. Other Credit Facilities The Company, through its Chinese subsidiary, maintains a short-term uncommitted bank borrowing agreement that provides for a borrowing capacity up to $30 million, primarily for working capital purposes. The Company had $14.0 million and $12.2 million in outstanding borrowings under this agreement as of January 28, 2023 and January 29, 2022, respectively. The Company, through its Japanese subsidiary, maintains a short-term uncommitted bank borrowing agreement that provides for a borrowing capacity up to $3.9 million, primarily for working capital purposes. The Company had $1.9 million outstanding borrowings under this agreement as of January 28, 2023 and no outstanding borrowings as of January 29, 2022. Other From time-to-time, the Company will obtain other financing in foreign countries for working capital to finance its local operations. Maturities of the Company’s debt and finance lease obligations as of January 28, 2023 are as follows (in thousands): Debt Finance Lease Total Fiscal 2024 $ 33,696 $ 6,684 $ 40,380 Fiscal 2025 10,176 5,118 15,294 Fiscal 2026 3,115 4,627 7,742 Fiscal 2027 15,101 2,047 17,148 Fiscal 2028 54,381 567 54,948 Thereafter — 822 822 Total principal payments 116,469 19,865 136,334 Less unamortized debt issuance costs 33 — 33 Total debt and finance lease obligations $ 116,436 $ 19,865 $ 136,301 2.00% Convertible Senior Notes due 2024 In April 2019, the Company issued $300 million principal amount of 2.00% convertible senior notes due 2024 in a private offering. In connection with the issuance of the Notes, the Company entered into an indenture (the “Indenture”) with respect to the Notes with U.S. Bank N.A., as trustee (the “Trustee”). The Notes are senior unsecured obligations of the Company and bear interest at an annual rate of 2.00% payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2019. The Notes will mature on April 15, 2024, unless earlier repurchased or converted in accordance with their terms. The Notes are convertible in certain circumstances into cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s election, at an initial conversion rate of 38.7879 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $25.78 per share, subject to adjustment upon the occurrence of certain events. In accordance with the terms of the indenture governing the Notes, the Company has adjusted the conversion rate and the conversion price of the Notes for quarterly dividends exceeding $0.1125 per share (currently $25.08). Prior to November 15, 2023, the Notes are convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the Notes. Following certain corporate events described in the Indenture that occur prior to the maturity date, the conversion rate will be increased for a holder who elects to convert its Notes in connection with such corporate event in certain circumstances. The Notes are not redeemable prior to maturity, and no sinking fund is provided for the Notes. As of January 28, 2023, none of the conditions allowing holders of the Notes to convert had been met. The Company expects to settle the principal amount of the Notes in 2024 in cash and any excess in shares. If the Company undergoes a “fundamental change,” as defined in the Indenture, subject to certain conditions, holders of the Notes may require the Company to purchase for cash all or any portion of their Notes. The fundamental change purchase price will be 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest up to but excluding the fundamental change purchase date. The Indenture contains certain other customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable. On January 30, 2022, the Company adopted new authoritative guidance which simplifies the accounting for convertible instruments and contracts in an entity’s own equity using the modified retrospective method. Prior to adoption, the Company separated the Notes into liability and equity components. The liability component was recorded at fair value. The equity component represented the difference between the proceeds from the issuance of the Notes and the fair value of the liability component. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) was being amortized to interest expense using an effective interest rate of 6.8% over the term of the Notes. The equity component was not remeasured as long as it continued to meet the conditions for equity classification. During fiscal 2022, and fiscal 2021, the Company recorded $11.1 million and $10.4 million of interest expense related to the amortization of the debt discount, respectively. As a result of the adoption of the authoritative guidance on January 30, 2022, the Company derecognized the remaining unamortized debt discount on the Notes and recorded no interest expense related to the amortization of the debt discount during fiscal 2023. Debt issuance costs related to the Notes were comprised of discounts and commissions payable to the initial purchasers of $3.8 million and third-party offering costs of approximately $1.5 million. During fiscal 2023, fiscal 2022, and fiscal 2021, the Company recorded $0.8 million, $0.9 million and $0.9 million related to the amortization of debt issuance costs, respectively. Prior to adoption of the authoritative guidance on January 30, 2022, debt issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity. The Notes consist of the following components at (in thousands): Jan 28, 2023 Jan 29, 2022 Liability component: Principal $ 300,000 $ 300,000 Unamortized debt discount 1 — (27,498) Unamortized issuance costs (1,069) (1,907) Net carrying amount $ 298,931 $ 270,595 Equity component, net 2 $ (759) $ 42,320 ______________________________________________________________________ 1 Due to adoption of the authoritative guidance, unamortized debt discount was derecognized on January 30, 2022. 2 As a result of adoption of the authoritative guidance on January 30, 2022, the equity component was eliminated and recorded as an adjustment to retained earnings. As of January 28, 2023, the balance is associated with convertible bond hedge issuance costs and deferred income taxes, which are not impacted by the adoption. As of January 29, 2022, the balance was included in paid-in capital within stockholders’ equity on the consolidated balance sheets and is net of debt issuance costs and deferred taxes. As of January 28, 2023 and January 29, 2022, the fair value of the Notes, net of unamortized debt discount and issuance costs, was approximately $331.9 million and $303.1 million, respectively. The fair value of the Notes is determined based on inputs that are observable in the market and have been classified as Level 2 in the fair value hierarchy. Convertible Bond Hedge and Warrant Transactions In connection with the offering of the Notes, the Company entered into convertible note hedge transactions whereby the Company has the option to purchase a total of approximately 11.6 million shares of its common stock at a price of approximately $25.78 per share, in each case subject to adjustment in certain circumstances. The total cost of the convertible note hedge transactions was $61.0 million. In addition, the Company sold warrants whereby the holders of the warrants have the option to purchase a total of approximately 11.6 million shares of the Company’s common stock at an initial price of $46.88 per share. Both the number of shares underlying the convertible note hedges and warrants and the strike price of the instruments are subject to customary adjustments. In accordance with the terms of the convertible note hedge confirmations and warrant confirmations, respectively, the Company has adjusted the strike prices with respect to the convertible note hedges and the warrants for quarterly dividends exceeding $0.1125 per share (currently $45.59). The Company received $28.1 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and sale of the warrants are intended to offset dilution from the conversion of the Notes by effectively increasing the overall conversion price from $25.78 per share to $46.88 per share. The warrant transaction may have a dilutive effect with respect to the Company’s common stock to the extent the market price per share of the Company’s common stock exceeds the strike price of the warrants. As these transactions meet certain accounting criteria, the convertible note hedges and warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. As of January 28, 2023, the Company had no deferred income tax liability in connection with the debt discount. As of January 29, 2022, the Company had a deferred income tax liability of $6.2 million, in connection with the debt discount associated with the Notes. As of January 28, 2023 and January 29, 2022, the Company had a deferred income tax asset of $3.9 million and $6.9 million in connection with the convertible note hedge transaction, respectively. The net deferred income tax impact was included in deferred income tax assets on the Company’s consolidated balance sheets. Refer to Note 2 for the impact of the accounting change on the Notes. |
Lease Accounting
Lease Accounting | 12 Months Ended |
Jan. 28, 2023 | |
Leases [Abstract] | |
Lease Accounting | Lease Accounting The Company primarily leases its showrooms, advertising, licensing, sales and merchandising offices, remote distribution and warehousing facilities and retail and factory outlet store locations under operating lease agreements expiring on various dates through January 2039. The Company also leases some of its equipment as well as computer hardware and software under operating and finance lease agreements expiring on various dates through January 2028. The Company’s lease agreements primarily provide for lease payments based on a minimum annual rental amount, a percentage of annual sales volume, periodic adjustments related to inflation or a combination of such lease payments. Certain retail store leases provide for rents based upon the minimum annual rental amount and a percentage of annual sales volume, generally ranging from 3% to 28%, when specific sales volumes are exceeded. The Company’s retail concession leases also provide for rents primarily based upon a percentage of annual sales volume which average approximately 32% of annual sales volume. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. In addition to the amounts as disclosed below, the Company has estimated additional operating lease commitments of approximately $12.4 million for leases where the Company has not yet taken possession of the underlying asset as of January 28, 2023. As such, the related operating lease ROU assets and operating lease liabilities have not been recognized in the Company’s consolidated balance sheet as of January 28, 2023. The components of leases are as follows (in thousands): Jan 28, 2023 Jan 29, 2022 Assets Balance Sheet Location Operating $ 636,148 $ 685,799 Operating right-of-use assets Finance 19,055 21,898 Property and equipment, net Total lease assets $ 655,203 $ 707,697 Liabilities Current: Operating $ 170,192 $ 195,516 Current portion of operating lease liabilities Finance 6,684 5,806 Current portion of borrowings and finance lease obligations Noncurrent: Operating 528,236 582,757 Long-term operating lease liabilities Finance 13,181 17,137 Long-term debt and finance lease obligations Total lease liabilities $ 718,293 $ 801,216 Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Income Statement Location Operating lease costs $ 175,752 $ 181,888 $ 205,065 Cost of product sales Operating lease costs 24,845 25,047 21,726 Selling, general and administrative expenses Operating lease costs 1 (2,267) (259) (2,801) Net gains on lease modifications Finance lease costs Amortization of leased assets 81 55 49 Cost of product sales Amortization of leased assets 6,177 5,525 3,834 Selling, general and administrative expenses Interest on lease liabilities 965 1,462 1,237 Interest expense Variable lease costs 2 92,331 75,339 52,304 Cost of product sales Variable lease costs 2 3,335 2,175 1,795 Selling, general and administrative expenses Short-term lease costs 351 366 694 Cost of product sales Short-term lease costs 6,141 4,856 5,023 Selling, general and administrative expenses Total lease costs $ 307,711 $ 296,454 $ 288,926 ______________________________________________________________________ 1 During fiscal 2023, fiscal 2022 and fiscal 2021 net gains on lease modifications related primarily to the early termination of lease agreements for certain of the Company’s retail locations. Operating lease costs for these retail locations prior to the early termination were included in cost of product sales. 2 During fiscal 2023, fiscal 2022 and fiscal 2021 variable lease costs included certain rent concessions received by the Company, primarily in Europe, of approximately $5.2 million, $17.3 million and $33.1 million, respectively. Maturities of the Company’s operating and finance lease liabilities as of January 28, 2023 are as follows (in thousands): Operating Leases Non-Related Parties Related Parties Finance Leases Total Maturity of Lease Liabilities: Fiscal 2024 $ 187,683 $ 7,843 $ 7,452 $ 202,978 Fiscal 2025 135,585 7,230 5,567 148,382 Fiscal 2026 103,192 6,837 5,113 115,142 Fiscal 2027 84,184 7,538 2,607 94,329 Fiscal 2028 64,350 7,705 790 72,845 Thereafter 160,557 20,803 — 181,360 Total lease payments 735,551 57,956 21,529 815,036 Less: Interest 81,596 13,483 1,664 96,743 Present value of lease liabilities $ 653,955 $ 44,473 $ 19,865 $ 718,293 Other supplemental information is as follows (in thousands): Jan 28, 2023 Lease Term and Discount Rate: Weighted-average remaining lease term (years) Operating leases 6.2 years Finance leases 3.6 years Weighted-average discount rate Operating leases 4.2% Finance leases 4.8% Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 220,767 $ 225,652 $ 193,776 New operating ROU assets obtained in exchange for lease liabilities $ 131,363 $ 156,102 $ 189,412 Impairment of ROU Assets During fiscal 2023 and fiscal 2022, the Company recorded asset impairment charges of $0.1 million and $0.7 million, respectively, related to ROU assets at certain retail locations in Europe. During fiscal 2021, the Company recorded asset impairment charges of $45.4 million related primarily to ROU assets at certain retail locations in North America and Europe. The asset impairment charges were determined based on the excess of the carrying value over the fair value of the ROU assets. The Company uses market participant rents to calculate fair value of ROU assets. Refer to Note 1 for more information on the Company’s impairment testing. |
Lease Accounting | Lease Accounting The Company primarily leases its showrooms, advertising, licensing, sales and merchandising offices, remote distribution and warehousing facilities and retail and factory outlet store locations under operating lease agreements expiring on various dates through January 2039. The Company also leases some of its equipment as well as computer hardware and software under operating and finance lease agreements expiring on various dates through January 2028. The Company’s lease agreements primarily provide for lease payments based on a minimum annual rental amount, a percentage of annual sales volume, periodic adjustments related to inflation or a combination of such lease payments. Certain retail store leases provide for rents based upon the minimum annual rental amount and a percentage of annual sales volume, generally ranging from 3% to 28%, when specific sales volumes are exceeded. The Company’s retail concession leases also provide for rents primarily based upon a percentage of annual sales volume which average approximately 32% of annual sales volume. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. In addition to the amounts as disclosed below, the Company has estimated additional operating lease commitments of approximately $12.4 million for leases where the Company has not yet taken possession of the underlying asset as of January 28, 2023. As such, the related operating lease ROU assets and operating lease liabilities have not been recognized in the Company’s consolidated balance sheet as of January 28, 2023. The components of leases are as follows (in thousands): Jan 28, 2023 Jan 29, 2022 Assets Balance Sheet Location Operating $ 636,148 $ 685,799 Operating right-of-use assets Finance 19,055 21,898 Property and equipment, net Total lease assets $ 655,203 $ 707,697 Liabilities Current: Operating $ 170,192 $ 195,516 Current portion of operating lease liabilities Finance 6,684 5,806 Current portion of borrowings and finance lease obligations Noncurrent: Operating 528,236 582,757 Long-term operating lease liabilities Finance 13,181 17,137 Long-term debt and finance lease obligations Total lease liabilities $ 718,293 $ 801,216 Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Income Statement Location Operating lease costs $ 175,752 $ 181,888 $ 205,065 Cost of product sales Operating lease costs 24,845 25,047 21,726 Selling, general and administrative expenses Operating lease costs 1 (2,267) (259) (2,801) Net gains on lease modifications Finance lease costs Amortization of leased assets 81 55 49 Cost of product sales Amortization of leased assets 6,177 5,525 3,834 Selling, general and administrative expenses Interest on lease liabilities 965 1,462 1,237 Interest expense Variable lease costs 2 92,331 75,339 52,304 Cost of product sales Variable lease costs 2 3,335 2,175 1,795 Selling, general and administrative expenses Short-term lease costs 351 366 694 Cost of product sales Short-term lease costs 6,141 4,856 5,023 Selling, general and administrative expenses Total lease costs $ 307,711 $ 296,454 $ 288,926 ______________________________________________________________________ 1 During fiscal 2023, fiscal 2022 and fiscal 2021 net gains on lease modifications related primarily to the early termination of lease agreements for certain of the Company’s retail locations. Operating lease costs for these retail locations prior to the early termination were included in cost of product sales. 2 During fiscal 2023, fiscal 2022 and fiscal 2021 variable lease costs included certain rent concessions received by the Company, primarily in Europe, of approximately $5.2 million, $17.3 million and $33.1 million, respectively. Maturities of the Company’s operating and finance lease liabilities as of January 28, 2023 are as follows (in thousands): Operating Leases Non-Related Parties Related Parties Finance Leases Total Maturity of Lease Liabilities: Fiscal 2024 $ 187,683 $ 7,843 $ 7,452 $ 202,978 Fiscal 2025 135,585 7,230 5,567 148,382 Fiscal 2026 103,192 6,837 5,113 115,142 Fiscal 2027 84,184 7,538 2,607 94,329 Fiscal 2028 64,350 7,705 790 72,845 Thereafter 160,557 20,803 — 181,360 Total lease payments 735,551 57,956 21,529 815,036 Less: Interest 81,596 13,483 1,664 96,743 Present value of lease liabilities $ 653,955 $ 44,473 $ 19,865 $ 718,293 Other supplemental information is as follows (in thousands): Jan 28, 2023 Lease Term and Discount Rate: Weighted-average remaining lease term (years) Operating leases 6.2 years Finance leases 3.6 years Weighted-average discount rate Operating leases 4.2% Finance leases 4.8% Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 220,767 $ 225,652 $ 193,776 New operating ROU assets obtained in exchange for lease liabilities $ 131,363 $ 156,102 $ 189,412 Impairment of ROU Assets During fiscal 2023 and fiscal 2022, the Company recorded asset impairment charges of $0.1 million and $0.7 million, respectively, related to ROU assets at certain retail locations in Europe. During fiscal 2021, the Company recorded asset impairment charges of $45.4 million related primarily to ROU assets at certain retail locations in North America and Europe. The asset impairment charges were determined based on the excess of the carrying value over the fair value of the ROU assets. The Company uses market participant rents to calculate fair value of ROU assets. Refer to Note 1 for more information on the Company’s impairment testing. |
Convertible Senior Notes and Re
Convertible Senior Notes and Related Transactions | 12 Months Ended |
Jan. 28, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes and Related Transactions | Borrowings and Finance Lease Obligations Borrowings and finance lease obligations are summarized as follows (in thousands): Jan 28, 2023 Jan 29, 2022 Term loans $ 25,516 $ 48,253 Finance lease obligations 19,865 22,943 Mortgage debt 17,189 17,860 Borrowings under credit facilities 70,304 12,201 Other 3,427 3,092 136,301 104,349 Less current installments 40,380 43,379 Long-term debt and finance lease obligations $ 95,921 $ 60,970 Term Loans The Company entered into term loans with certain banks, primarily in Europe, during fiscal 2021. These loans are primarily unsecured, have remaining terms of approximately two years and incur interest at annual rates ranging between 1.3% to 4.4%. As of January 28, 2023 and January 29, 2022, the Company had outstanding borrowings of $25.5 million and $48.3 million, respectively, under these borrowing arrangements. Finance Lease Obligations The Company leases its European distribution center in the Netherlands under a finance lease which primarily provides for monthly minimum lease payments through May 2027 with an effective interest rate of approximately 6%. The Company has also entered into finance leases for equipment used in its European distribution centers. As of January 28, 2023 and January 29, 2022, these finance lease obligations totaled $15.0 million and $19.6 million, respectively. The Company also has smaller finance leases related primarily to computer hardware and software. As of January 28, 2023 and January 29, 2022, these finance obligations totaled $4.9 million and $3.4 million, respectively. Mortgage Debt During fiscal 2017, the Company entered into a ten-year $21.5 million real estate secured loan (the “Mortgage Debt”). The Mortgage Debt is secured by the Company’s U.S. distribution center based in Louisville, Kentucky and provides for monthly principal and interest payments based on a 25-year amortization schedule, with the remaining principal balance and any accrued and unpaid interest due at maturity. Outstanding principal balances under the Mortgage Debt bear interest at the one-month LIBOR rate plus 1.5%. As of January 28, 2023, outstanding borrowings under the Mortgage Debt, net of debt issuance costs, were $17.2 million. At January 29, 2022, outstanding borrowings under the Mortgage Debt, net of debt issuance costs, were $17.9 million. The Mortgage Debt requires the Company to comply with a fixed charge coverage ratio on a trailing four-quarter basis if consolidated cash, cash equivalents, short term investment balances and availability under borrowing arrangements fall below certain levels. In addition, the Mortgage Debt contains customary covenants, including covenants that limit or restrict the Company’s ability to incur liens on the mortgaged property and enter into certain contractual obligations. Upon the occurrence of an event of default under the Mortgage Debt, the lender may terminate the Mortgage Debt and declare all amounts outstanding to be immediately due and payable. The Mortgage Debt specifies a number of events of default (some of which are subject to applicable grace or cure periods), including, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults. During fiscal 2017, the Company also entered into a separate interest rate swap agreement, designated as a cash flow hedge, that resulted in a swap fixed rate of approximately 3.06%. This interest rate swap agreement matures in January 2026 and converts the nature of the Mortgage Debt from LIBOR floating-rate debt to fixed-rate debt. The fair value of the interest rate swap was recorded as an asset of approximately $1.0 million as of January 28, 2023, and as a liability of approximately $0.1 million as of January 29, 2022, respectively. Credit Facilities Long-Term 2023 Credit Facility On December 20, 2022, the Company amended and restated its senior secured asset-based revolving credit facility with Bank of America, N.A. and other lenders party thereto to extend the maturity date of the credit facility to December 20, 2027, among other changes (as amended, the “2023 Credit Facility”). The 2023 Credit Facility is subject to earlier maturity as of 60 days before the maturity date of the Company’s outstanding convertible notes if the notes have not been refinanced or converted into equity by that date and arrangements satisfactory to the Lenders for the refinancing or conversion of the notes have not been made. The 2023 Credit Facility provides for a borrowing capacity in an amount up to $150 million, including a Canadian sub-facility up to $20 million, subject to a borrowing base. Based on applicable accounts receivable, inventory and eligible cash, subject to certain reserves, balances as of January 28, 2023, the Company could have borrowed up to $118 million under the 2023 Credit Facility. The 2023 Credit Facility has an option to expand the borrowing capacity by up to $150 million subject to certain terms and conditions, including the willingness of existing or new lenders to assume such increased amount. The 2023 Credit Facility is available for direct borrowings and the issuance of letters of credit, subject to certain letters of credit sublimits, and may be used for repayment of debt, working capital and other general corporate purposes. All obligations under the 2023 Credit Facility are unconditionally guaranteed by the Company and the Company’s existing and future domestic and Canadian subsidiaries, subject to certain exceptions, and are secured by a first priority lien on substantially all of the assets of the Company and such domestic and Canadian subsidiaries, as applicable. Direct borrowings under the 2023 Credit Facility made by the Company and its domestic subsidiaries bear interest at the U.S. base rate plus an applicable margin (varying from 0.25% to 0.75%) or at Term SOFR plus a spread adjustment plus an applicable margin (varying from 1.25% to 1.75%), provided that Term SOFR may not be less than zero. The U.S. base rate is based on the greater of (i) the U.S. prime rate, (ii) the federal funds rate, plus 0.5%, and (iii) Term SOFR plus a spread adjustment for a 30-day interest period, plus 1.0%, provided that the U.S. base rate may not be less than zero. Direct borrowings under the 2023 Credit Facility made by the Company’s Canadian subsidiaries bear interest at the Canadian prime rate plus an applicable margin (varying from 0.25% to 0.75%) or at the Canadian BA rate plus an applicable margin (varying from 1.25% to 1.75%), provided that the Canadian BA rate may not be less than zero. The Canadian rate is based on the greater of (i) the Canadian prime rate and (ii) the Canadian BA rate for a one-month interest period, plus 1.0%, provided that the Canadian prime rate may not be less than zero. The applicable margins are calculated quarterly and vary based on the average daily availability of the aggregate borrowing base. The Company is also obligated to pay certain commitment, letter of credit and other fees customary for a credit facility of this size and type. As of January 28, 2023, the Company had $8.1 million in outstanding standby letters of credit, no outstanding documentary letters of credit, and no outstanding borrowings under the 2023 Credit Facility. As of January 29, 2022, the Company had $10.1 million in outstanding standby letters of credit, no outstanding documentary letters of credit, and no outstanding borrowings under the former credit facility. The 2023 Credit Facility contains various annual sustainability key performance targets, the achievement of which would result in an adjustment to the interest margin ranging from a plus 5 basis points to a minus 5 basis points per year and the commitment fee ranging from a plus 1 basis point to a minus 1 basis point per year. The 2023 Credit Facility requires the Company to comply with a fixed charge coverage ratio on a trailing four-quarter basis if a default or an event of default occurs under the 2023 Credit Facility or availability under the 2023 Credit Facility falls below the greater of 10% of the aggregate borrowing base and $12.5 million. In addition, the 2023 Credit Facility contains customary covenants, including covenants that limit or restrict the Company and certain of its subsidiaries’ ability to: incur liens, incur indebtedness, make investments, dispose of assets, make certain restricted payments, merge or consolidate and enter into certain transactions with affiliates. Upon the occurrence of an event of default under the 2023 Credit Facility, the lenders may cease making loans, terminate the 2023 Credit Facility and declare all amounts outstanding to be immediately due and payable. The 2023 Credit Facility specifies a number of events of default (some of which are subject to applicable grace or cure periods), including, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults, and material judgment defaults. The 2023 Credit Facility allows for both secured and unsecured borrowings outside of the 2023 Credit Facility up to specified amounts. Long-Term 2022 Credit Facility On May 5, 2022, Guess Europe Sagl, a wholly owned subsidiary of the Company, entered into a credit agreement (the “Credit Agreement”) for a €250 million revolving credit facility (the “2022 Credit Facility”) with an initial five-year term. The Company has an option to extend the maturity date by up to two years and an option to expand the 2022 Credit Facility by up to €100 million, subject to certain conditions. At closing, there were no direct borrowings under the 2022 Credit Facility. The Company terminated certain European short-term borrowing arrangements totaling €120 million with various banks in Europe concurrently with the closing of the Credit Agreement. Borrowings under the 2022 Credit Facility bear interest based on the daily balance outstanding at the Euro Interbank Offered Rate (EURIBOR) plus an applicable margin (varying from 0.85% to 1.20%), provided that EURIBOR may not be less than 0.0%. The 2022 Credit Facility carries a commitment fee equal to the available but unused borrowing capacity multiplied by 35% of an applicable margin (varying from 0.85% to 1.20%). The Company is also required to pay a utilization fee on the total amount of the loans outstanding under the 2022 Credit Facility at rates varying from 0.10% to 0.20%, depending on the balance outstanding. The applicable margins are calculated quarterly and vary based on the leverage ratio of the guarantor and its subsidiaries as set forth in the Credit Agreement. The Credit Agreement contains various annual sustainability key performance targets, the achievement of which would result in an adjustment to the interest margin ranging from a plus 5 basis points to a minus 5 basis points per year. The Credit Agreement includes a financial covenant requiring a maximum leverage ratio of the guarantor and its subsidiaries. In addition, the Credit Agreement includes customary representations and warranties, affirmative and negative covenants and events of default. As of January 28, 2023, the Company had no outstanding standby letters of credit, no outstanding documentary letters of credit, $54.4 million outstanding borrowings and $217.4 million available for future borrowings under the 2022 Credit Facility. As of January 29, 2022, the Company had no outstanding borrowings, no outstanding documentary letters of credit, and $126.9 million available for future borrowings under the short-term committed borrowing agreements terminated in May 2022. Other Credit Facilities The Company, through its Chinese subsidiary, maintains a short-term uncommitted bank borrowing agreement that provides for a borrowing capacity up to $30 million, primarily for working capital purposes. The Company had $14.0 million and $12.2 million in outstanding borrowings under this agreement as of January 28, 2023 and January 29, 2022, respectively. The Company, through its Japanese subsidiary, maintains a short-term uncommitted bank borrowing agreement that provides for a borrowing capacity up to $3.9 million, primarily for working capital purposes. The Company had $1.9 million outstanding borrowings under this agreement as of January 28, 2023 and no outstanding borrowings as of January 29, 2022. Other From time-to-time, the Company will obtain other financing in foreign countries for working capital to finance its local operations. Maturities of the Company’s debt and finance lease obligations as of January 28, 2023 are as follows (in thousands): Debt Finance Lease Total Fiscal 2024 $ 33,696 $ 6,684 $ 40,380 Fiscal 2025 10,176 5,118 15,294 Fiscal 2026 3,115 4,627 7,742 Fiscal 2027 15,101 2,047 17,148 Fiscal 2028 54,381 567 54,948 Thereafter — 822 822 Total principal payments 116,469 19,865 136,334 Less unamortized debt issuance costs 33 — 33 Total debt and finance lease obligations $ 116,436 $ 19,865 $ 136,301 2.00% Convertible Senior Notes due 2024 In April 2019, the Company issued $300 million principal amount of 2.00% convertible senior notes due 2024 in a private offering. In connection with the issuance of the Notes, the Company entered into an indenture (the “Indenture”) with respect to the Notes with U.S. Bank N.A., as trustee (the “Trustee”). The Notes are senior unsecured obligations of the Company and bear interest at an annual rate of 2.00% payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2019. The Notes will mature on April 15, 2024, unless earlier repurchased or converted in accordance with their terms. The Notes are convertible in certain circumstances into cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s election, at an initial conversion rate of 38.7879 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $25.78 per share, subject to adjustment upon the occurrence of certain events. In accordance with the terms of the indenture governing the Notes, the Company has adjusted the conversion rate and the conversion price of the Notes for quarterly dividends exceeding $0.1125 per share (currently $25.08). Prior to November 15, 2023, the Notes are convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the Notes. Following certain corporate events described in the Indenture that occur prior to the maturity date, the conversion rate will be increased for a holder who elects to convert its Notes in connection with such corporate event in certain circumstances. The Notes are not redeemable prior to maturity, and no sinking fund is provided for the Notes. As of January 28, 2023, none of the conditions allowing holders of the Notes to convert had been met. The Company expects to settle the principal amount of the Notes in 2024 in cash and any excess in shares. If the Company undergoes a “fundamental change,” as defined in the Indenture, subject to certain conditions, holders of the Notes may require the Company to purchase for cash all or any portion of their Notes. The fundamental change purchase price will be 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest up to but excluding the fundamental change purchase date. The Indenture contains certain other customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable. On January 30, 2022, the Company adopted new authoritative guidance which simplifies the accounting for convertible instruments and contracts in an entity’s own equity using the modified retrospective method. Prior to adoption, the Company separated the Notes into liability and equity components. The liability component was recorded at fair value. The equity component represented the difference between the proceeds from the issuance of the Notes and the fair value of the liability component. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) was being amortized to interest expense using an effective interest rate of 6.8% over the term of the Notes. The equity component was not remeasured as long as it continued to meet the conditions for equity classification. During fiscal 2022, and fiscal 2021, the Company recorded $11.1 million and $10.4 million of interest expense related to the amortization of the debt discount, respectively. As a result of the adoption of the authoritative guidance on January 30, 2022, the Company derecognized the remaining unamortized debt discount on the Notes and recorded no interest expense related to the amortization of the debt discount during fiscal 2023. Debt issuance costs related to the Notes were comprised of discounts and commissions payable to the initial purchasers of $3.8 million and third-party offering costs of approximately $1.5 million. During fiscal 2023, fiscal 2022, and fiscal 2021, the Company recorded $0.8 million, $0.9 million and $0.9 million related to the amortization of debt issuance costs, respectively. Prior to adoption of the authoritative guidance on January 30, 2022, debt issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity. The Notes consist of the following components at (in thousands): Jan 28, 2023 Jan 29, 2022 Liability component: Principal $ 300,000 $ 300,000 Unamortized debt discount 1 — (27,498) Unamortized issuance costs (1,069) (1,907) Net carrying amount $ 298,931 $ 270,595 Equity component, net 2 $ (759) $ 42,320 ______________________________________________________________________ 1 Due to adoption of the authoritative guidance, unamortized debt discount was derecognized on January 30, 2022. 2 As a result of adoption of the authoritative guidance on January 30, 2022, the equity component was eliminated and recorded as an adjustment to retained earnings. As of January 28, 2023, the balance is associated with convertible bond hedge issuance costs and deferred income taxes, which are not impacted by the adoption. As of January 29, 2022, the balance was included in paid-in capital within stockholders’ equity on the consolidated balance sheets and is net of debt issuance costs and deferred taxes. As of January 28, 2023 and January 29, 2022, the fair value of the Notes, net of unamortized debt discount and issuance costs, was approximately $331.9 million and $303.1 million, respectively. The fair value of the Notes is determined based on inputs that are observable in the market and have been classified as Level 2 in the fair value hierarchy. Convertible Bond Hedge and Warrant Transactions In connection with the offering of the Notes, the Company entered into convertible note hedge transactions whereby the Company has the option to purchase a total of approximately 11.6 million shares of its common stock at a price of approximately $25.78 per share, in each case subject to adjustment in certain circumstances. The total cost of the convertible note hedge transactions was $61.0 million. In addition, the Company sold warrants whereby the holders of the warrants have the option to purchase a total of approximately 11.6 million shares of the Company’s common stock at an initial price of $46.88 per share. Both the number of shares underlying the convertible note hedges and warrants and the strike price of the instruments are subject to customary adjustments. In accordance with the terms of the convertible note hedge confirmations and warrant confirmations, respectively, the Company has adjusted the strike prices with respect to the convertible note hedges and the warrants for quarterly dividends exceeding $0.1125 per share (currently $45.59). The Company received $28.1 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and sale of the warrants are intended to offset dilution from the conversion of the Notes by effectively increasing the overall conversion price from $25.78 per share to $46.88 per share. The warrant transaction may have a dilutive effect with respect to the Company’s common stock to the extent the market price per share of the Company’s common stock exceeds the strike price of the warrants. As these transactions meet certain accounting criteria, the convertible note hedges and warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. As of January 28, 2023, the Company had no deferred income tax liability in connection with the debt discount. As of January 29, 2022, the Company had a deferred income tax liability of $6.2 million, in connection with the debt discount associated with the Notes. As of January 28, 2023 and January 29, 2022, the Company had a deferred income tax asset of $3.9 million and $6.9 million in connection with the convertible note hedge transaction, respectively. The net deferred income tax impact was included in deferred income tax assets on the Company’s consolidated balance sheets. Refer to Note 2 for the impact of the accounting change on the Notes. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jan. 28, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Dividends The following sets forth the cash dividend declared per share: Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Cash dividend declared per share $ 0.9000 $ 0.5625 $ 0.2250 During the first and second quarters of fiscal 2021, the Company announced that its Board of Directors had deferred the decision with respect to the payment of its quarterly cash dividend. The Company announced that it would resume paying its quarterly cash dividend of $0.1125 per share beginning in the third quarter of fiscal 2021, but decided to not declare any cash dividends for the first and second quarters of fiscal 2021. On November 23, 2021, the Company announced an increase to its regular quarterly cash dividend from $0.1125 to $0.225 per share on the Company’s common stock. In accordance with the terms of the indenture governing the Notes, the Company has adjusted the conversion rate and the conversion price of the Notes for quarterly dividends exceeding $0.1125 per share. For each of the periods presented, dividends paid also included the impact from vesting of restricted stock units that are considered non-participating securities and are only entitled to dividend payments once the respective awards vest. Decisions on whether, when and in what amounts to continue making any future dividend distributions will remain at all times entirely at the discretion of the Company’s Board of Directors, which reserves the right to change or terminate the Company’s dividend practices at any time and for any reason without prior notice. The payment of cash dividends in the future will be based upon a number of business, legal and other considerations, including our cash flow from operations, capital expenditures, debt service and covenant requirements, cash paid for income taxes, earnings, share repurchases, economic conditions and U.S. and global liquidity. Accumulated Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (loss), net of related income taxes, are (in thousands): 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 31,319 (5,709) (1,203) 24,407 Reclassification to net loss for (gains) losses realized — (5,467) 295 (5,172) Net other comprehensive income (loss) 31,319 (11,176) (908) 19,235 Balance at January 30, 2021 $ (105,970) $ (4,876) $ (9,829) $ (120,675) Gains (losses) arising during the period (29,891) 10,121 2,550 (17,220) Reclassification to net earnings for losses realized — 2,035 311 2,346 Net other comprehensive income (loss) (29,891) 12,156 2,861 (14,874) Balance at January 29, 2022 $ (135,861) $ 7,280 $ (6,968) $ (135,549) Gains arising during the period 6,693 47 3,177 9,917 Reclassification to net earnings for (gains) losses realized — (8,911) 470 (8,441) Net other comprehensive income (loss) 6,693 (8,864) 3,647 1,476 Balance at January 28, 2023 $ (129,168) $ (1,584) $ (3,321) $ (134,073) Details on reclassifications out of accumulated other comprehensive income (loss) to net earnings (loss) are as follows (in thousands): Year Ended Location of (Gain) Loss Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Derivative financial instruments designated as cash flow hedges: Foreign exchange currency contracts $ (9,988) $ 2,051 $ (6,298) Cost of product sales Interest rate swap (28) 272 181 Interest expense Less income tax effect 1,105 (288) 650 Income tax expense (8,911) 2,035 (5,467) Defined benefit plans: Net actuarial loss amortization 615 420 397 Other expense Prior service credit amortization (90) (67) (66) Other expense Less income tax effect (55) (42) (36) Income tax expense 470 311 295 Total reclassifications to net earnings (loss) for (gains) losses realized during the period $ (8,441) $ 2,346 $ (5,172) |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 28, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Intra-Entity Transaction During the third quarter of fiscal 2022, the Company completed an intra-entity transfer of intellectual property rights from certain U.S. entities to a wholly-owned Swiss subsidiary, more closely aligning the Company’s intellectual property rights with its business operations. This transaction resulted in a taxable gain in the U.S. The U.S. taxable gain generated by this intercompany transfer of intellectual property was primarily offset by the recognition of a deferred income tax asset in the Swiss subsidiary. The intra-entity transfer of intellectual property rights resulted in a U.S. income tax expense of approximately $103 million. The U.S. income tax expense generated by this intercompany transfer of intellectual property was substantially offset by the benefit recorded as a result of the recognition of a deferred income tax asset in the Swiss subsidiary of approximately $98 million. The net impact to the Company’s income tax expense for this transaction was approximately $5.1 million. For the intra-entity transfer of the intellectual property rights, the Company made U.S. income tax payments of $107.2 million. The Company estimates it will take between 5 and 10 years to amortize the Swiss deferred income tax asset. The Company is in discussions with the Swiss tax authority for potential income tax benefits related to additional business functions being performed in Switzerland. Although the timing and outcome of such discussions is uncertain, if a positive agreement is reached with the Swiss tax authority, it could result in a significant benefit to the Company’s financial statements. Changes in Income Tax Law On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) to provide economic relief from the COVID-19 pandemic. Among other provisions, the CARES Act allows for a full offset of taxable income in a five-year carryback period for net operating losses, which will reduce current period income tax expense and may result in a refund of previously paid income tax amounts at higher historical income tax rates. For fiscal 2021, the Company recognized an income tax benefit of $0.9 million related to the CARES Act. During calendar 2019, Switzerland implemented income tax reform (“Swiss tax reform”) that was effective as of January 1, 2020. The Swiss tax reform eliminates certain preferential income tax treatments and includes transitional relief measures which provides for future income tax deductions. During the fourth quarter of fiscal 2020, the Company recognized a one-time income tax benefit of approximately $8.1 million, excluding a $2.3 million reserve for uncertain income tax positions, related primarily to the recognition of a deferred income tax asset associated with the estimated value of an income tax basis step-up of the Company’s Switzerland subsidiary’s assets. Income Tax Settlement In connection with an income tax audit in Italy, the Italian tax authority indicated it believed certain dividend distributions made in fiscal years 2015 and 2016 from the Company’s Italian subsidiaries to their European parent holding company should be subject to withholding taxes in Italy. While the Company disagreed with the position of the Italian tax authority and was prepared to vigorously defend itself in this matter, the Company continued to work with the Italian tax authority in an attempt to resolve the dispute through standard tax resolution processes. In December 2019, to avoid a potentially long and costly litigation process, the Company reached an agreement with the Italian tax authority to settle the matter for €9.9 million ($11.1 million as of December 2019) (including interest), to be paid in 16 equal quarterly installments starting in December 2019. As a result of the agreement, the Company recorded a charge to income tax expense of €7.0 million ($7.8 million as of fiscal 2020) (net of related offsets in other income tax jurisdictions) during the fourth quarter of fiscal 2020. As of January 28, 2023, the Company had recorded €2.5 million ($2.7 million) in other current liabilities in the accompanying consolidated balance sheets. As of January 29, 2022, the Company had recorded €2.5 million ($2.8 million) and €2.5 million ($2.8 million) in accrued expenses and other long-term liabilities, respectively, in the accompanying consolidated balance sheets. Income Tax Expense Income tax expense (benefit) is summarized as follows (in thousands): Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Federal: Current $ 8 $ 149,811 $ (2,390) Deferred 10,577 9,859 (5,274) State: Current (1,963) 10,433 248 Deferred 85 2,443 (598) Foreign: Current 28,844 13,592 8,285 Deferred (1,049) (112,458) (6,609) Total $ 36,502 $ 73,680 $ (6,338) Actual income tax expense (benefit) differs from expected income tax expense (benefit) obtained by applying the statutory federal income tax rate to earnings before income taxes as follows: Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Computed “expected” tax rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 1.1 % 1.6 % 1.2 % Unrecognized tax liabilities (benefits) 2.5 % (0.6 %) (6.6 %) GILTI 2.4 % 0.6 % — % Non-deductible permanent differences 1.6 % 0.6 % 0.4 % Tax Reform - repatriation tax adjustment 0.4 % 0.2 % — % Subpart F Income — % 4.5 % — % Non-deductible participation loss — % 1.8 % 3.6 % Intra-entity intellectual property transfer tax rate difference 1 — % 1.6 % — % SERP/TOLI — % (0.1 %) 1.9 % Foreign derived intangible income 2 — % (1.5 %) — % Share-based compensation (0.2 %) (0.4 %) 1.8 % Prior year income tax adjustments (1.2 %) 0.4 % 1.3 % Valuation reserve 3 (4.0 %) 0.7 % (26.9 %) Non-U.S. tax expense (benefit) versus U.S. federal statutory tax rate 4 (4.8 %) (2.4 %) 9.1 % Other, net (0.4 %) 1.0 % 0.5 % Effective income tax rate 18.4 % 29.0 % 7.3 % ______________________________________________________________________ 1 During fiscal 2022, the Company completed an intra-entity transfer of intellectual property rights from a U.S. entity to a wholly-owned Swiss subsidiary, resulting in an income tax rate difference of $4.0 million as of January 29, 2022. As of January 28, 2023, the updated rate difference is $5.1 million. 2 During fiscal 2022, the Company recognized an additional foreign-derived intangible income tax benefits of $37.0 million related to the intra-entity transfer of intellectual property rights. 3 Amounts relate primarily to the release of the valuation reserve offset by valuation reserves on net operating losses, other deferred income tax assets arising during the respective period jurisdictions where there have been cumulative net operating losses, limiting the Company’s ability to consider other subjective evidence to continue to recognize the existing deferred income tax assets. 4 The jurisdictional location of pre-tax income (loss) may represent a significant component of the Company’s effective income tax rate as earnings (loss) in foreign jurisdictions are taxed at rates different from the U.S. statutory income tax rate. These amounts exclude the impact of net changes in valuation allowances, audit and other adjustments related to the Company’s non-U.S. operations, as they are reported separately in the appropriate corresponding line items. Total income tax expense (benefit) is allocated as follows (in thousands): Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Operations $ 36,502 $ 73,680 $ (6,338) Stockholders’ equity 450 2,264 (1,534) Convertible debt (6,207) — — Total income tax expense (benefit) $ 30,745 $ 75,944 $ (7,872) The income tax effects of the components of other comprehensive income (loss) are allocated as follows (in thousands): Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Derivative financial instruments designated as cash flow hedges $ (945) $ 1,627 $ (1,387) Defined benefit plans 1,395 637 (147) Total income tax expense (benefit) $ 450 $ 2,264 $ (1,534) Total earnings (loss) before income tax expense (benefit) and noncontrolling interests are comprised as follows (in thousands): Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Domestic operations $ 45,317 $ 141,920 $ (27,984) Foreign operations 152,729 111,809 (59,095) Earnings (loss) before income tax expense (benefit) and noncontrolling interests $ 198,046 $ 253,729 $ (87,079) Deferred Income Taxes The income tax effects of temporary differences that give rise to significant portions of deferred income tax assets and liabilities are as follows (in thousands): Jan 28, 2023 Jan 29, 2022 Deferred income tax assets: Operating lease liabilities $ 156,234 $ 169,771 Intangible assets 95,119 109,887 Net operating losses 45,384 38,583 Defined benefit plans 10,186 11,762 Deferred compensation 7,177 7,632 Deferred income 5,076 5,771 Inventory valuation 4,025 1,679 Convertible senior notes hedge transactions 3,919 6,884 Goodwill amortization 2,019 4,657 Sales return and other reserves 1,615 2,710 Account receivable reserve 1,454 1,780 Lease incentives 1,438 1,918 Accrued bonus 1,046 2,575 Uniform capitalization 919 1,004 Excess of financial accounting over tax depreciation/amortization 649 1,784 Other, net 13,449 13,826 Total deferred income tax assets 349,709 382,223 Deferred income tax liabilities: Operating right-of-use assets (146,243) (155,618) Convertible senior notes debt discount — (6,207) Valuation allowances (45,063) (55,278) Net deferred income tax assets $ 158,403 $ 165,120 Based on the historical earnings of the Company and projections of future taxable earnings in certain jurisdictions, management believes it is more likely than not that the results of operations will not generate sufficient taxable earnings to realize certain net deferred income tax assets. Therefore, the Company has recorded a valuation allowance of $45.1 million, which is a decrease of $10.2 million from the prior year. As of January 28, 2023, certain of the Company’s operations had net operating loss carryforwards of $47.6 million (income tax effected, not net of uncertain income tax positions), including state/provincial net operating loss carryforwards. These are comprised of $8.5 million (income tax effected, not net of uncertain income tax positions) of net operating loss carryforwards with an unlimited carryforward life, $38.6 million (income tax effected, not net of uncertain income tax positions) of foreign net operating loss carryforwards expiring between fiscal 2024 and fiscal 2042 and $0.5 million (income tax effected) of state/provincial net operating loss carryforwards expiring starting fiscal 2024 and beyond. Based on the historical earnings of these operations, management believes it is more likely than not that some of the operations will not generate sufficient earnings to utilize these net operating losses. As of January 28, 2023 and January 29, 2022, the Company had a valuation allowance of $36.0 million and $39.8 million, respectively, related to its net operating loss carryforwards. Unrecognized Income Tax Benefit The Company and its subsidiaries are subject to U.S. federal and foreign income tax, as well as income tax of multiple state and foreign local jurisdictions. From time-to-time, the Company is subject to routine income and other audits on various income tax matters around the world in the ordinary course of business. As of January 28, 2023, no major income tax, and other, audits were ongoing. A reconciliation of the beginning and ending amount of gross unrecognized income tax benefit (excluding interest and penalties) is as follows (in thousands): Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Beginning balance $ 51,736 $ 34,246 $ 29,183 Additions: Income tax positions related to the prior year 3,954 280 110 Income tax positions related to the current year 454 21,616 8,204 Reductions: Income tax positions related to the prior year (70) (2,405) (3,251) Income tax positions related to the current year — (2,001) — Foreign currency translation — — — Ending balance $ 56,074 $ 51,736 $ 34,246 The amount of unrecognized income tax benefit as of January 28, 2023 and January 29, 2022 includes $34.9 million and $33.1 million (net of federal benefit on state issues), respectively, which, if ultimately recognized, may reduce our future annual effective income tax rate. As of January 28, 2023 and January 29, 2022, the Company had $64.4 million and $57.5 million, respectively, of aggregate accruals for uncertain income tax positions, including penalties and interest. This includes an accrual of $19.9 million for the estimated transition tax (excluding interest) related to the 2017 Tax Cuts and Jobs Act (the “Tax Reform”) and $20.6 million for the intra-entity transfer of intellectual property rights from certain U.S. entities to a wholly-owned Swiss subsidiary, substantially offset by the related deferred income tax benefit recorded by the Swiss Subsidiary. The Company reviews and updates the estimates used in the accrual for uncertain income tax positions, as appropriate, as more definitive information or interpretations become available from income taxing authorities, and on the completion of income tax audits, the receipt of assessments, expiration of statutes of limitations, or occurrence of other events. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company included interest and penalties related to uncertain income tax positions of a $2.6 million, $0.2 million and $0.9 million in income tax expense for fiscal years 2023, 2022 and 2021, respectively. Total interest and penalties related to uncertain income tax positions was $8.4 million and $5.7 million at January 28, 2023 and January 29, 2022, respectively. During the second quarter of fiscal 2021, the Company became aware of a foreign withholding income tax regulation that could be interpreted to apply to certain of its previous transactions. The Company currently does not expect its exposure, if any, will have a material impact on its consolidated financial position, results of operations or cash flows. Indefinite Reinvestment Assertion The Company has historically considered the undistributed earnings of its foreign subsidiaries to be indefinitely reinvested. As a result of the Tax Reform, the Company had a substantial amount of previously taxed earnings that could be distributed to the U.S. without additional U.S. taxation. As of January 28, 2023, the Company determined that approximately $37.8 million of such foreign earnings are not indefinitely reinvested. The incremental tax cost to repatriate these earnings to the U.S. is immaterial. The Company intends to indefinitely reinvest the remaining earnings from the Company’s foreign subsidiaries for which a deferred income tax liability has not already been recorded. The Company continues to evaluate its plans for reinvestment or repatriation of unremitted foreign earnings and regularly reviews its cash positions and determination of indefinite reinvestment of foreign earnings. If the Company determines that all or a portion of such foreign earnings are no longer indefinitely reinvested, the Company may be subject to additional foreign withholding taxes and U.S. state income taxes, beyond the one-time transition tax. |
Defined Benefit Plans
Defined Benefit Plans | 12 Months Ended |
Jan. 28, 2023 | |
Retirement Benefits [Abstract] | |
Defined Benefit Plans | Defined Benefit Plans The Company maintains defined benefit plans for certain employees primarily in the U.S. and Switzerland. In accordance with authoritative guidance for defined benefit pension and other postretirement plans, an asset for a plan’s over funded status or a liability for a plan’s underfunded status is recognized in the consolidated balance sheets; plan assets and obligations that determine the plan’s funded status are measured as of the end of the Company’s fiscal year; and changes in the funded status of defined benefit postretirement plans are recognized in the year in which they occur. Such changes are reported in other comprehensive income (loss) as a separate component of stockholders’ equity. The Company’s pension obligations and related costs are calculated using actuarial concepts, within the authoritative guidance framework. The Company uses the corridor approach to amortize unrecognized actuarial gains or losses over the average remaining service life of active participants. The life expectancy, estimated retirement age, discount rate, estimated future compensation and expected return on plan assets are important elements of expense and/or liability measurement. These critical assumptions are evaluated annually which enables expected future payments for benefits to be stated at present value on the measurement date. If actual results are not consistent with actuarial assumptions, the amounts recognized for the defined benefit plans could change significantly. Supplemental Executive Retirement Plan On August 23, 2005, the Board of Directors of the Company adopted a Supplemental Executive Retirement Plan (“SERP”) which became effective January 1, 2006. The SERP provides select employees who satisfy certain eligibility requirements with certain benefits upon retirement, termination of employment, death, disability or a change in control of the Company, in certain prescribed circumstances. As a non-qualified pension plan, no dedicated funding of the SERP is required; however, the Company has made periodic payments into insurance policies held in a rabbi trust to fund the expected obligations arising under the non-qualified SERP. The amount of any future payments into the insurance policies, if any, may vary depending on investment performance of the trust. The cash surrender values of the insurance policies were $64.4 million and $70.9 million as of January 28, 2023 and January 29, 2022, respectively, and were included in other assets in the Company’s consolidated balance sheets. As a result of changes in the value of the insurance policy investments, the Company recorded unrealized gains (losses) of $(5.7) million, $0.6 million and $6.1 million in other income (expense) during fiscal 2023, fiscal 2022 and fiscal 2021, respectively. During fiscal 2023, the Company also recorded gains of $1.1 million in other income resulting from payout on the insurance policies. The Company assumed a discount rate of approximately 4.5% and 2.8% for the years ended January 28, 2023 and January 29, 2022, respectively, as part of the actuarial valuation performed to calculate the projected benefit obligation, based on the timing of cash flows expected to be made in the future to the participants, applied to high quality yield curves. The Company also considers recent updates to the mortality tables and mortality improvement scale published by the Society of Actuaries in developing its best estimate of the expected mortality rates for its plan participants. Aggregate benefits projected to be paid in the next five fiscal years are approximately $1.9 million in fiscal 2024, $1.9 million in fiscal 2025, $3.8 million in fiscal 2026, $3.8 million in fiscal 2027 and $3.7 million in fiscal 2028. Aggregate benefits projected to be paid in the five fiscal years following fiscal 2028 amount to $17.7 million. Foreign Pension Plans In certain foreign jurisdictions, primarily in Switzerland, the Company is required to guarantee the returns on Company sponsored defined contribution plans in accordance with local regulations. These plans are typically government-mandated defined contribution plans that provide employees with a minimum investment return, and as such, are treated under pension accounting in accordance with authoritative guidance. The minimum investment return for our Swiss pension plan was 1.0% during calendar 2022 and calendar 2021. Under the Swiss pension plan, both the Company and certain of its employees with annual earnings in excess of government determined amounts are required to make contributions into a fund managed by an independent investment fiduciary. The Company’s contributions must be made in an amount at least equal to the employee’s contribution. Minimum employee contributions are based on the respective employee’s age, salary and gender. As of January 28, 2023 and January 29, 2022, actuarial assumptions used by the Company to calculate the projected benefit obligation and the fair value of the plans assets related to its Swiss pension plan included discount rates of 1.70% and 0.35%, respectively, and expected returns on plan assets of 1.70% and 0.65%, respectively. The components of net periodic defined benefit pension cost to accumulated other comprehensive income (loss) related to the Company’s defined benefit plans are as follows (in thousands): SERP Foreign Pension Plans Total Year Ended January 28, 2023 Service cost $ — $ 3,008 $ 3,008 Interest cost 1,333 221 1,554 Expected return on plan assets — (271) (271) Net amortization of unrecognized prior service credit — (90) (90) Net amortization of actuarial losses 17 598 615 Net periodic defined benefit pension cost $ 1,350 $ 3,466 $ 4,816 Unrecognized prior service credit charged to comprehensive income (loss) $ — $ (90) $ (90) Unrecognized net actuarial loss charged to comprehensive income (loss) 17 598 615 Net actuarial gains (losses) 6,649 (2,759) 3,890 Foreign currency and other adjustments — 627 627 Related tax impact (1,547) 152 (1,395) Total periodic defined benefit pension cost and other charges to other comprehensive income (loss) and accumulated other comprehensive income (loss) $ 5,119 $ (1,472) $ 3,647 Year Ended January 29, 2022 Service cost $ — $ 3,142 $ 3,142 Interest cost 1,155 74 1,229 Expected return on plan assets — (206) (206) Net amortization of unrecognized prior service credit — (67) (67) Net amortization of actuarial losses 81 339 420 Net periodic defined benefit pension cost $ 1,236 $ 3,282 $ 4,518 Unrecognized prior service credit charged to comprehensive income (loss) $ — $ (67) $ (67) Unrecognized net actuarial loss charged to comprehensive income (loss) 81 339 420 Net actuarial gains 2,067 738 2,805 Foreign currency and other adjustments — 340 340 Related tax impact (496) (141) (637) Total periodic defined benefit pension cost and other charges to other comprehensive income (loss) and accumulated other comprehensive income (loss) $ 1,652 $ 1,209 $ 2,861 SERP Foreign Pension Plans Total Year Ended January 30, 2021 Service cost $ — $ 3,155 $ 3,155 Interest cost 1,277 32 1,309 Expected return on plan assets — (186) (186) Net amortization of unrecognized prior service credit — (66) (66) Net amortization of actuarial losses 40 357 397 Net periodic defined benefit pension cost $ 1,317 $ 3,292 $ 4,609 Unrecognized prior service credit charged to comprehensive income (loss) $ — $ (66) $ (66) Unrecognized net actuarial loss charged to comprehensive income (loss) 40 357 397 Net actuarial losses (767) (236) (1,003) Foreign currency and other adjustments — (383) (383) Related tax impact 168 (21) 147 Total periodic defined benefit pension cost and other charges to other comprehensive income (loss) and accumulated other comprehensive income (loss) $ (559) $ (349) $ (908) Included in accumulated other comprehensive income (loss), before income tax, are the following amounts that have not yet been recognized in net periodic defined benefit pension cost as follows (in thousands): Jan 28, 2023 Jan 29, 2022 SERP Foreign Pension Plans Total SERP Foreign Pension Plans Total Unrecognized prior service credit $ — $ (815) $ (815) $ — $ (227) $ (227) Unrecognized net actuarial loss (2,118) 6,283 4,165 4,550 4,071 8,621 Total included in accumulated other comprehensive loss $ (2,118) $ 5,468 $ 3,350 $ 4,550 $ 3,844 $ 8,394 The following summarizes the funded status of the Company’s defined benefit plans and the amounts recognized in the Company’s consolidated balance sheets are as follows (in thousands): Jan 28, 2023 Jan 29, 2022 SERP Foreign Pension Plans Total SERP Foreign Pension Plans Total Projected benefit obligation $ (42,367) $ (47,366) $ (89,733) $ (49,431) $ (42,740) $ (92,171) Plan assets at fair value 1 — 41,193 41,193 — 38,015 38,015 Net liability 2 $ (42,367) $ (6,173) $ (48,540) $ (49,431) $ (4,725) $ (54,156) ______________________________________________________________________ 1 The SERP is a non-qualified pension plan and hence the insurance policies are not considered to be plan assets. Accordingly, the table above does not include the insurance policies with cash surrender values of $64.4 million and $70.9 million as of January 28, 2023 and January 29, 2022, respectively. 2 The net liability was included in accrued expenses and other long-term liabilities in the Company’s consolidated balance sheets depending on the expected timing of payments. A reconciliation of the changes in the projected benefit obligation is as follows (in thousands): SERP Foreign Pension Plans Total Balance at January 30, 2021 $ 52,268 $ 41,461 $ 93,729 Service cost — 3,142 3,142 Interest cost 1,155 74 1,229 Actuarial gains (2,085) (497) (2,582) Contributions by plan participants — 3,764 3,764 Payments (1,907) (3,104) (5,011) Foreign currency and other adjustments — (2,100) (2,100) Balance at January 29, 2022 $ 49,431 $ 42,740 $ 92,171 Service cost — 3,008 3,008 Interest cost 1,333 221 1,554 Actuarial (gains) losses (6,649) 2,994 (3,655) Contributions by plan participants — 2,622 2,622 Payments (1,748) (3,905) (5,653) Foreign currency and other adjustments — (314) (314) Balance at January 28, 2023 $ 42,367 $ 47,366 $ 89,733 The SERP is a non-qualified pension plan and hence the insurance policies are not considered to be plan assets. Accordingly, the table below does not include the insurance policies with cash surrender values of $64.4 million and $70.9 million as of January 28, 2023 and January 29, 2022, respectively. A reconciliation of the changes in plan assets for the Company’s foreign pension plans is as follows (in thousands): Plan Assets Balance at January 30, 2021 $ 35,015 Actual return on plan assets 447 Contributions by employer 3,582 Contributions by plan participants 3,764 Payments (3,104) Foreign currency and other adjustments (1,689) Balance at January 29, 2022 $ 38,015 Actual return on plan assets 506 Contributions by employer 3,645 Contributions by plan participants 2,622 Payments (3,905) Foreign currency and other adjustments 310 Balance at January 28, 2023 $ 41,193 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 28, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company and its subsidiaries periodically enter into transactions with other entities or individuals that are considered related parties, including certain transactions with entities owned by, affiliated with, or for the respective benefit of Paul Marciano, who is an executive and member of the Board of the Company, and Maurice Marciano, who is also a member of the Board, and certain of their children (the “Marciano Entities”). Leases The Company leases warehouse and administrative facilities, including the Company’s North American corporate headquarters in Los Angeles, California, from partnerships affiliated with the Marciano Entities and certain of their affiliates. There were four of these leases in effect as of January 28, 2023 with expiration or option exercise dates ranging from calendar years 2023 to 2030. Aggregate lease costs recorded under the four related party leases for fiscal 2023, fiscal 2022 and fiscal 2021 were $8.9 million, $8.5 million and $6.3 million, respectively. The Company believes that the terms of the related party leases are no less favorable to the Company than would have been available from unaffiliated third parties. Refer to Note 9 for more information on lease commitments. Aircraft Arrangements The Company periodically charters aircraft owned by the Marciano Entities through informal arrangements with the Marciano Entities and independent third-party management companies contracted by such Marciano Entities to manage their aircraft. The Company believes that the terms of the charter arrangements are no less favorable to the Company than would have been available from unaffiliated third parties. The total fees paid under these arrangements for fiscal 2023, fiscal 2022 and fiscal 2021 were approximately $3.1 million, $3.5 million and $2.8 million, respectively. Minority Investment The Company owns a 30% interest in a privately-held men’s footwear company (the “Footwear Company”) in which the Marciano Entities own a 45% interest. In fiscal 2021, the Company provided the Footwear Company with a revolving credit facility for $2.0 million, which provides for an annual interest rate of 2.75% and matures in November 2023. As of January 28, 2023 and January 29, 2022, the Company had a note receivable of $0.4 million and $0.2 million, respectively, included in other assets in its consolidated balance sheet related to outstanding borrowings by the Footwear Company under this revolving credit facility. In May 2022, the Company entered into a Fulfillment Services Agreement with the Footwear Company under which the Company will provide certain fulfillment services for the Footwear Company’s U.S. wholesale and e-commerce businesses from the Company’s U.S distribution center on a cost-plus 5% basis. The Footwear Company also pays rent to the Company for the use of a small office space in the Company’s U.S. headquarters. In June 2022, the Company (through a wholly-owned Swiss subsidiary) entered into a Distributorship Agreement with the Footwear Company under which the Company was designated as the exclusive distributor (excluding e-commerce) for the Footwear Company in the European Union and other specified countries. The Distributorship Agreement provides for (i) the Company to receive a 35% discount from the Footwear Company’s wholesale prices, (ii) no minimum sales requirements or advertising spending requirements for the Company; (iii) an initial 15 month term with annual renewals thereafter, and (iv) other standard terms and conditions for similar arrangements. During fiscal 2023, there were less than $5,000 in fees received with respect to the U.S. fulfillment services, approximately $17,000 in fees received with respect to office rent and less than $5,000 in amounts paid related to the distributorship arrangements. Vendor Purchases The Company purchases faux fur products from a privately-held fashion accessories company (the “Fashion Company”). Mr. Maurice Marciano, Mr. Paul Marciano and Mr. Carlos Alberini own on a combined basis 20% of the outstanding common equity interests in the Fashion Company (with the Marcianos jointly owning 16% and Mr. Alberini owning 4%). The total payments made by the Company to the Fashion Company were approximately $6.8 million, $4.5 million and $2.8 million during fiscal 2023, fiscal 2022 and fiscal 2021, respectively. The Company believes that the price paid by the Company for the Fashion Company’s products and the terms of the transactions between the Company and the Fashion Company have not been affected by this passive investment of Messrs. Marcianos and Mr. Alberini in the Fashion Company. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 28, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments Inventory purchase commitments as of January 28, 2023 were $303.3 million. These purchase commitments can be impacted by various factors, including the scheduling of market weeks, the timing of issuing orders, the timing of the shipment of orders and currency fluctuations. Incentive Bonuses Certain officers and key employees of the Company are eligible to receive annual cash incentive bonuses based on the achievement of certain performance criteria. These bonuses are based on performance measures such as earnings from operations of the Company or particular segments thereof, as well as other objective and subjective criteria as determined by the Compensation Committee of the Board of Directors. Investment Commitments As of January 28, 2023, the Company had an unfunded commitment to invest €11.0 million ($11.9 million) in a private equity fund. Refer to Note 20 for further information. Legal and Other Proceedings The Company is involved in legal proceedings, arising both in the ordinary course of business and otherwise, including the proceedings described below as well as various other claims and other matters incidental to the Company’s business. Unless otherwise stated, the resolution of any particular proceeding is not currently expected to have a material adverse impact on the Company’s financial position, results of operations or cash flows. Even if such an impact could be material, the Company may not be able to estimate the reasonably possible loss or range of loss until developments in the proceedings have provided sufficient information to support an assessment. The Company has received customs tax assessment notices from the Italian Customs Agency (“ICA”) regarding its customs tax audit of one of the Company’s European subsidiaries for the period from July 2010 through December 2012. Such assessments totaled €9.8 million ($10.7 million), including potential penalties and interest. The Company strongly disagreed with the ICA’s positions and therefore filed appeals with the Milan First Degree Tax Court (“MFDTC”). Those appeals were split into a number of different cases that were then heard by different sections of the MFDTC. The MFDTC ruled in favor of the Company on all of these appeals. The ICA subsequently appealed €9.7 million ($10.5 million) of these favorable MFDTC judgments with the Appeals Court. To date, €8.5 million ($9.2 million) have been decided in favor of the Company and €1.2 million ($1.3 million) have been decided in favor of the ICA. The Company believes that the unfavorable Appeals Court ruling is incorrect and inconsistent with the prior rulings on similar matters by both the MFDTC and other judges within the Appeals Court, and has appealed the decision to the Supreme Court. The ICA has appealed most of the favorable Appeals Court rulings to the Supreme Court. To date, of the cases that have been appealed to the Supreme Court, €0.4 million ($0.4 million) have been decided in favor of the Company based on the merits of the case and €1.1 million ($1.2 million) have been remanded back to the lower court for further consideration. There can be no assurances the Company will be successful in the remaining appeals. It also continues to be possible that the Company will receive similar or even larger assessments for periods subsequent to December 2012 or other claims or charges related to the matter in the future. Although the Company believes that it has a strong position and will continue to vigorously defend this matter, it is unable to predict with certainty whether or not these efforts will ultimately be successful or whether the outcome will have a material impact on the Company’s consolidated financial position, results of operations or cash flows. On January 11, 2022, Legion Partners Holdings, LLC (“Legion”), a stockholder of Guess common stock, sent two letters to the Board of Directors of Guess (the “Board”). One letter sought books and records pursuant to Section 220 of the Delaware General Corporation Law (the “220 Demand”) to purportedly investigate potential breaches of fiduciary duties by the Board in connection with the Board’s renomination of Mr. Maurice Marciano to the Board and certain related party transactions. The second letter demanded that the Board take action to cause the Company to investigate and commence legal proceedings for breach of fiduciary duty claims the Company may have in connection with alleged misconduct of Mr. Paul Marciano, the Board’s oversight of and response to such alleged misconduct, and the Board’s review and approval of certain related-party transactions (the “Litigation Demand”). On January 31, 2022, the Company responded to both letters informing Legion that the Company was reviewing the formation of a committee in response to the Litigation Demand and detailing the deficiencies with the 220 Demand under Delaware law, including that Legion failed to state a proper purpose and that the scope of Legion’s requested books and records was overbroad. The Company subsequently formed a Demand Review Committee (the “DRC”), which is engaged in an ongoing review of the matters detailed in the Litigation Demand. On April 14, 2022, the Employees Retirement System of Rhode Island (“ERSRI”), a stockholder of Guess common stock, sent a letter to the Company seeking books and records pursuant to Section 220 of the Delaware General Corporation Law to purportedly investigate potential breaches of fiduciary duties by the Board in connection with alleged misconduct of Mr. Paul Marciano, the Board’s oversight of and response to such alleged misconduct, and the Board’s review and approval of certain related-party transactions. The Company responded to the letter on April 19, 2022, negotiated a Confidentiality Agreement, and has completed its production of books and records to ERSRI. On September 19, 2022, ERSRI filed a stockholder derivative lawsuit styled Employees Retirement System of Rhode Island, derivatively on behalf of Guess?, Inc. v. Paul Marciano, et al., in the Court of Chancery of the State of Delaware against the Company, as the nominal defendant, Mr. Paul Marciano and other members of the Board, alleging breach of fiduciary duties relating to the continued service of Mr. Paul Marciano as a director of the Board and as the Company’s Chief Creative Officer following prior allegations of improper conduct by him relating to the treatment of models and other women. ERSRI did not make a demand on the Board before instituting the lawsuit and alleges such demand would have been futile. On October 28, 2022, ERSRI amended the complaint to include an additional basis for alleging demand futility. ERSRI seeks monetary damages and possible injunctive relief. On February 16, 2023, Legion filed a stockholder derivative lawsuit styled Legion Partners Holdings, LLC, derivatively on behalf of Guess?, Inc. v. Paul Marciano, et al. in the Court of Chancery of the State of Delaware against the Company, as the nominal defendant, Mr. Paul Marciano and other members of the Board, alleging breach of fiduciary duties relating to the continued service of Mr. Paul Marciano to the Company following the prior allegations described in the ERSRI stockholder derivative lawsuit. Legion seeks monetary damages and possible injunctive relief. On January 6, 2023, the Company received a letter from an attorney asserting a claim under the Trafficking Victims Protection Act based on allegations that a former model for the Company was treated improperly by Mr. Paul Marciano, a director of the Company and the Company’s Chief Creative Officer now and at the time of the allegations, and Mr. Maurice Marciano, now a director of the Company who was a director of the Company and non-Executive Chairman of the Board of Directors at the time of the allegations. The letter was from the same attorney that had represented several other individuals who made prior allegations of improper conduct by Mr. Paul Marciano, all of which have been previously resolved. Though no complaint was filed with respect to the allegations in the January 2023 letter and Mr. Paul Marciano, Mr. Maurice Marciano and the Company disputed each of those allegations fully, in order to avoid the cost of litigation and without admitting liability or fault, the Company, Mr. Paul Marciano and Mr. Maurice Marciano entered into a settlement agreement with the individual referenced in the January 2023 letter, resolving the claim for $75,000 in February 2023. Redeemable Noncontrolling Interests The Company is party to a put arrangement with respect to the common securities that represent the remaining noncontrolling interest for its majority-owned subsidiary, Guess Brasil Comércio e Distribuição S.A. (“Guess Brazil”). The put arrangement for Guess Brazil, representing 40% of the total outstanding equity interest of that subsidiary, may be exercised at the discretion of the noncontrolling interest holder by providing written notice to the Company every third anniversary beginning in March 2019, subject to certain time restrictions. The redemption value of the Guess Brazil put arrangement is based on a multiple of Guess Brazil’s earnings before interest, taxes, depreciation and amortization subject to certain adjustments and is classified as a redeemable noncontrolling interest outside of permanent equity in the Company’s consolidated balance sheet. The carrying value of the redeemable noncontrolling interest related to Guess Brazil was $0.5 million and $0.4 million as of January 28, 2023 and January 29, 2022, respectively. The Company (through a wholly-owned European subsidiary) is also party to a put arrangement with respect to the securities that represent the remaining noncontrolling interest for its majority-owned Russian subsidiary, Guess? CIS, LLC (“Guess CIS”), which was established through a majority-owned joint venture during fiscal 2016. The put arrangement for Guess CIS (the “Put Option”), representing 30% of the total outstanding equity interest of that subsidiary, may be exercised at the sole discretion of the noncontrolling interest holder (the “Minority Holder”) by providing written notice to the Company through December 31, 2025. The redemption value of the Put Option is based on a multiple of Guess CIS’s earnings before interest, taxes, depreciation and amortization subject to certain adjustments and is classified as a redeemable noncontrolling interest outside of permanent equity in the Company’s consolidated balance sheet. The carrying value of the redeemable noncontrolling interest related to Guess CIS was €8.0 million and €8.1 million as of January 28, 2023 and January 29, 2022, respectively. In November 2022, the Minority Holder exercised the Put Option, triggering a contractual obligation for the Company to purchase the Minority Holder’s 30% interest in Guess CIS. Following a comprehensive review of the various economic sanctions imposed by the United States and European governments with respect to Russia, and obtaining guidance from the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the Company determined that its acquisition of the Minority Holder’s 30% interest in Guess CIS pursuant to the Company’s pre-sanctions contractual obligations to fulfill the Minority Holder’s exercise of the Put Option is not prohibited by current economic sanctions, including the U.S. ban on new investment in Russia. As such, the Company expects to fulfill its pre-sanctions contractual obligation to purchase the Minority Holder’s interest as required by the terms of the Guess CIS agreements. Following the exercise of the Put Option by the Minority Holder, the Company and the Minority Holder entered into an agreement to proceed with the Company’s acquisition of the Minority Holder’s 30% interest in Guess CIS for a purchase price of €8.0 million, subject to the formal approval of the acquisition by the relevant Russian government commission and certain other customary conditions. The purchase is currently expected to be completed by the end of the second quarter of fiscal 2024. The Company’s European subsidiary, Guess Europe SAGL has also counter guaranteed up to $900,000 of Guess CIS’s obligations under its local Russian guarantee line, as required by certain lease agreements. The redeemable noncontrolling interests of the Guess Brazil and Guess CIS put arrangements are recorded at the greater of their carrying values, adjusted for their share of the allocation of income or loss, dividends and foreign currency translation adjustments, or redemption values. The Company had no redeemable noncontrolling interest redemption value adjustments during fiscal 2023 and fiscal 2021. During fiscal 2022, the Company recorded a redeemable noncontrolling interest redemption value adjustment of $5.7 million. A reconciliation of the total carrying amount of redeemable noncontrolling interests is (in thousands): Year Ended Jan 28, 2023 Jan 29, 2022 Beginning balance $ 9,500 $ 3,920 Redeemable noncontrolling interest redemption value adjustment — 5,654 Foreign currency translation adjustment (346) (74) Ending balance $ 9,154 $ 9,500 |
Savings Plans
Savings Plans | 12 Months Ended |
Jan. 28, 2023 | |
Retirement Benefits [Abstract] | |
Savings Plans | Savings Plans The Company has established the Guess?, Inc. Savings Plan (the “Savings Plan”) under Section 401(k) of the Internal Revenue Code. Under the Savings Plan, employees (“associates”) may contribute up to 100% of their compensation per year subject to the elective limits as defined by IRS guidelines, and the Company may make matching contributions in amounts not to exceed 3.0% of the associates’ annual compensation. Investment selections consist of mutual funds and do not include any Company common stock. The Company’s contributions to the Savings Plan amounted to $2.0 million, $1.7 million and $1.4 million for fiscal 2023, fiscal 2022 and fiscal 2021, respectively. Effective January 1, 2006, the Company adopted a Non-Qualified Deferred Compensation Plan (the “DCP”). Under the DCP, select employees who satisfy certain eligibility requirements and members of the Board of Directors may make annual irrevocable elections to defer a portion of their base compensation and/or bonuses. |
Segment Information
Segment Information | 12 Months Ended |
Jan. 28, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment InformationThe Company’s reportable business segments and respective accounting policies of the segments are the same as those described in Note 1. Management evaluates segment performance based primarily on revenues and earnings (loss) from operations before corporate performance-based compensation costs, asset impairment charges, net gains (losses) from lease modifications, restructuring charges and certain non-recurring credits (charges), if any. Corporate overhead, asset impairment charges, net gains (losses) from lease modifications, interest income, interest expense and other income (expense) are evaluated on a consolidated basis and not allocated to the Company’s business segments. The Company does not evaluate performance or allocate resources based on segment asset data, and therefore total segment assets are not presented. Segment information is summarized as follows (in thousands): Year Ended Jan 28, 2023 1 Jan 29, 2022 1 Jan 30, 2021 1 Net revenue: Americas Retail $ 758,100 $ 759,117 $ 510,806 Americas Wholesale 206,208 201,202 117,607 Europe 1,380,790 1,297,550 941,546 Asia 2 238,815 237,053 232,574 Licensing 103,437 96,709 73,996 Total net revenue $ 2,687,350 $ 2,591,631 $ 1,876,529 Earnings (loss) from operations: Americas Retail $ 87,184 $ 124,902 $ (15,776) Americas Wholesale 46,266 53,731 19,912 Europe 159,629 174,860 66,790 Asia 2 (4,811) (4,114) (20,758) Licensing 92,117 88,136 67,938 Total segment earnings from operations 380,385 437,515 118,106 Corporate overhead (124,935) (129,588) (100,962) Asset impairment charges 3 (9,544) (3,149) (80,442) Net gains on lease modifications 4 2,267 259 2,801 Total earnings (loss) from operations $ 248,173 $ 305,037 $ (60,497) Capital expenditures: Americas Retail $ 23,149 $ 7,152 $ 3,052 Americas Wholesale 4,039 1,024 53 Europe 51,265 47,034 12,631 Asia 3,932 4,337 1,915 Corporate overhead 7,118 3,974 1,225 Total capital expenditures $ 89,503 $ 63,521 $ 18,876 ______________________________________________________________________ 1 The Company operates on a 52/53-week fiscal year calendar, which ends on the Saturday nearest to January 31 of each year. 2 Within Asia, the Company recorded a loss from operations in China during fiscal 2021, which included approximately $12 million for inventory obsolescence, as well as additional reserves for returns and markdowns, primarily due to the COVID-19 pandemic. 3 During fiscal 2023, fiscal 2022 and fiscal 2021, the Company recognized asset impairment charges related primarily to the impairment of certain operating lease ROU assets and impairment of property and equipment related to certain retail stores resulting from lower revenue and future cash flow projections from the ongoing effects of the COVID-19 pandemic and expected store closures. Refer to Note 5 and Note 9 for further information. 4 During fiscal 2023, fiscal 2022 and fiscal 2021, the Company recorded net gains on lease modifications related primarily to the early termination of certain lease agreements. Refer to Note 1 for more information regarding the net gains on lease modifications. The below presents information regarding geographic areas in which the Company operated. Net revenue is classified primarily based on the country where the Company’s customer is located as follows (in thousands): Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Net product sales: U.S. $ 673,868 $ 722,610 $ 461,555 Italy 289,170 265,106 182,115 Germany 187,888 189,083 138,762 Canada 175,485 150,339 104,432 Spain 150,045 137,037 97,032 South Korea 140,449 126,563 120,703 Other foreign countries 967,008 904,184 697,934 Total product sales 2,583,913 2,494,922 1,802,533 Net royalties 103,437 96,709 73,996 Net revenue $ 2,687,350 $ 2,591,631 $ 1,876,529 The Company’s long-lived assets by geographic location are as follows (in thousands): Jan 28, 2023 Jan 29, 2022 Long-lived assets: U.S. $ 232,061 $ 256,685 Italy 140,261 115,356 Germany 48,095 38,757 Canada 17,315 23,994 Spain 107,859 121,392 South Korea 8,174 8,440 Other foreign countries 378,471 412,478 Total long-lived assets $ 932,236 $ 977,102 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Jan. 28, 2023 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The computation of basic and diluted net earnings (loss) per common share attributable to common stockholders is (in thousands, except per share data): Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Net earnings (loss) attributable to Guess?, Inc. $ 149,610 $ 171,363 $ (81,229) Less net earnings attributable to nonvested restricted stockholders 1,405 1,831 181 Net earnings (loss) attributable to common stockholders 148,205 169,532 (81,410) Add interest expense related to the Notes 4,896 — — Net earnings (loss) attributable to common stockholders used in diluted computations $ 153,101 $ 169,532 $ (81,410) Weighted average common shares used in basic computations 56,484 64,021 64,179 Effect of dilutive securities: Stock options and restricted stock units 1 1,639 1,898 — The Notes 11,964 — — Weighted average common shares used in diluted computations 70,087 65,919 64,179 Net earnings (loss) per common share attributable to common stockholders: Basic $ 2.62 $ 2.65 $ (1.27) Diluted $ 2.18 $ 2.57 $ (1.27) ______________________________________________________________________ 1 For fiscal 2021, there were 867,704 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. For fiscal 2023, fiscal 2022 and fiscal 2021, equity awards granted for 1,240,937, 562,876 and 2,870,479, respectively, of the Company’s common shares were outstanding but were excluded from the computation of diluted weighted average common shares and common equivalent shares outstanding because the assumed proceeds, as calculated under the treasury stock method, resulted in these awards being antidilutive. The Company excluded 484,365 and 300,000 nonvested stock units which were subject to the achievement of performance-based or market-based vesting conditions from the computation of diluted weighted average common shares and common equivalent shares outstanding because these conditions were not achieved as of January 28, 2023 and January 29, 2022, respectively. There were no nonvested stock units subject to the achievement of performance-based or market-based vesting conditions that were excluded from the computation of diluted weighted average common shares and common equivalent shares outstanding as the respective conditions were achieved as of January 30, 2021. Warrants to purchase 11.6 million shares of the Company’s common shares at an initial strike price of $46.88 per share were outstanding as of January 28, 2023 but were excluded from the computation of diluted earnings per share since the warrants’ strike price was greater than the average market price of the Company’s common stock during the period. See Note 10 for more information regarding the Notes. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jan. 28, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Share-Based Compensation Plans The Company has two share-based compensation plans. The Guess?, Inc. 2004 Equity Incentive Plan (the “Plan”) provides that the Board of Directors may grant stock options and other equity awards to officers, non-employee directors, key employees and certain consultants and advisors to the Company or any of its subsidiaries. On April 22, 2022, the Company’s stockholders approved an amendment and restatement of the Plan. The amendment and restatement of the Plan (a) increased the aggregate number of shares of the Company’s common stock available for award grants under the Plan by 680,000 shares (from 29,100,000 shares to 29,780,000 shares), (b) changed the ratio at which a “Full-Value Award” (any award granted under the Plan other than a stock option or stock appreciation right) counts against the total share limit under the Plan from 3.54 shares for every one share actually issued in connection with such award to 1.6 shares for every one share actually issued in connection with such award, (c) extended the Company’s ability to grant new awards under the Plan through March 26, 2032, and (d) made members of the Company’s Board of Directors who are not employees of the Company or any of its subsidiaries eligible to receive award grants under the Plan. As of January 28, 2023 and January 29, 2022, there were 4,525,424 and 3,955,910 shares available for grant under the Plan, respectively. Stock options granted under the Plan have ten-year terms and typically vest and become fully exercisable in increments of one-fourth of the shares granted on each anniversary from the date of grant. Stock awards/units granted under the Plan typically vest in increments of one-fourth of the shares granted on each anniversary from the date of grant. The three most recent annual grants for stock options and other equity awards had initial vesting periods of nine months followed by three annual vesting periods. The Guess?, Inc. Employee Stock Purchase Plan (“ESPP”) allows qualified employees to participate in the purchase of designated shares of the Company’s common stock at a price equal to 85% of the lower of the closing price at the beginning or end of each quarterly stock purchase period. The Guess?, Inc. 2006 Non-Employee Directors’ Stock Grant and Stock Option Plan (the “Director Plan”), which was terminated in March 2022, previously provided for the grant of equity awards to non-employee directors. Future equity grants are no longer permitted under the Director Plan, which continues to govern outstanding awards previously made thereunder. As of January 29, 2022, there were 240,941 shares available for grant under this plan. Performance-Based Awards The Company has granted certain nonvested units that require certain minimum performance targets to be achieved in order for these awards to vest. Vesting is also subject to continued service requirements through the vesting date. If the minimum performance targets are not forecasted to be achieved, no expense is recognized during the period. The Company has granted certain nonvested stock units subject to performance-based vesting conditions to select executive officers. Each award of nonvested stock units generally has an initial vesting period from the date of the grant through either (i) the end of the first fiscal year or (ii) the first anniversary of the date of grant, followed by annual vesting periods which may range from two The Company has also granted a target number of nonvested stock units to select key management, including certain executive officers. The number of shares that may ultimately vest with respect to each award may range from 0% up to 100% of the target number of shares, subject to the achievement of certain performance-based vesting conditions. Any shares that are ultimately issued are scheduled to vest at the end of the third fiscal year following the grant date. Market-Based Awards The Company has granted certain nonvested stock units which are subject to market-based performance targets in order for these units to vest. Vesting is also subject to continued service requirements through the vesting date. The grant date fair value for such nonvested stock units was estimated using a Monte Carlo simulation that incorporates option-pricing inputs covering the period from the grant date through the end of the performance period. Compensation expense for such nonvested stock units is recognized on a straight-line basis over the vesting period, regardless of whether the market condition is satisfied. The Company has granted certain nonvested stock units subject to market-based vesting conditions to select executive officers. These market-based awards include (i) units where the number of shares that may ultimately vest will equal 0% to 150% of the target number of shares, subject to the performance of the Company’s total stockholder return (“TSR”) relative to the TSR of a select group of peer companies over a three-year period and (ii) units scheduled to vest based on the attainment of certain absolute stock price levels over a four-year period. Vesting is also subject to continued service requirements through the vesting date. Contingently Returnable Restricted Stock Awards In connection with an employment agreement entered into between the Company and Mr. Alberini (the “Alberini Employment Agreement”), who became the Company’s Chief Executive Officer on February 20, 2019, the Company granted 150,000 restricted stock units that vested immediately but were considered contingently returnable as a result of a one-year implied service condition set forth in the Alberini Employment Agreement. This service condition was satisfied during fiscal 2021. Compensation expense for these types of restricted stock units are recognized on a straight-line basis over the implied service period. Other Special Grants As a precautionary measure to maintain maximum liquidity in response to the COVID-19 pandemic, the Company elected to pay out its fiscal 2020 corporate bonus in stock awards rather than cash compensation. As such, on April 27, 2020, the Company issued 816,708 restricted stock units that vested immediately. These awards were granted to certain of the Company’s employees that were eligible to receive the corporate bonus based on the satisfaction of certain performance measures during fiscal 2020. Share-Based Compensation Expense Compensation expense for nonvested stock options and stock awards/units that are not subject to performance-based vesting conditions is recognized on a straight-line basis over the vesting period. Compensation expense for performance-based awards that vest in increments is recognized based on an accelerated attribution method. The Company has elected to account for forfeitures as they occur. The following summarizes the share-based compensation expense recognized under all of the Company’s stock plans (in thousands): Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Stock options $ 2,709 $ 3,528 $ 3,430 Stock awards/units 17,478 17,385 15,110 ESPP 208 206 290 Total share-based compensation expense $ 20,395 $ 21,119 $ 18,830 Stock options The following summarizes the stock option activity under all of the Company’s stock plans: Number of Shares Weighted Average Weighted Average Aggregate Options outstanding at January 29, 2022 3,097,158 $ 16.58 Granted — $ — Exercised (242,647) $ 15.06 Forfeited (166,782) $ 13.87 Expired (118,100) $ 30.89 Options outstanding at January 28, 2023 2,569,629 $ 16.24 5.46 $ 17,915 Exercisable at January 28, 2023 2,022,700 $ 16.89 5.12 $ 13,045 The fair value of each stock option was estimated on the grant date using the Black-Scholes option-pricing model. There were no stock options granted during fiscal 2023 and fiscal 2022. The following weighted average assumptions were used for grants: Year Ended Valuation Assumptions Jan 30, 2021 Risk-free interest rate 0.3 % Expected stock price volatility 91.6 % Expected dividend yield 5.1 % Expected life of stock options 4.3 years The risk-free interest rate is based on the U.S. Treasury yield curve in effect for the expected term of the option at the time of grant. The expected stock price volatility is determined based on an average of both historical volatility and implied volatility. Implied volatility is derived from exchange traded options on the Company’s common stock. The expected dividend yield is based on the Company’s history and expectations of dividend payouts. The expected life is determined based on historical trends. The weighted average grant date fair value of options granted was $4.41 during fiscal 2021. The total intrinsic value of stock options exercised was $1.6 million, $1.8 million and $4.0 million during fiscal 2023, fiscal 2022 and fiscal 2021, respectively. The intrinsic value of stock options is defined as the difference between the Company’s stock price on the exercise date and the grant date exercise price. The total cash received from option exercises was $3.7 million, $3.3 million and $6.2 million during fiscal 2023, fiscal 2022 and fiscal 2021, respectively. The compensation expense included in SG&A expense recognized was $2.7 million before the recognized income tax benefit of $0.6 million during fiscal 2023. As of January 28, 2023, there was approximately $0.7 million of unrecognized compensation cost related to nonvested stock options. This cost is expected to be recognized over a weighted average period of 0.3 years. The excess tax shortfall included in cash flows from operating activities related to stock option activity was immaterial for fiscal 2023. Stock awards/units The following summarizes the nonvested stock awards/units activity under all of the Company’s stock plans: Number of Awards/Units Weighted Average Grant Date Fair Value Nonvested at January 29, 2022 2,275,593 $ 16.72 Granted 1,049,886 $ 19.74 Vested (799,229) $ 17.85 Forfeited (185,958) $ 15.18 Nonvested at January 28, 2023 2,340,292 $ 17.81 The following summarizes the activity for nonvested performance-based units and nonvested market-based units included in the above: Performance-Based Units Market-Based Units Number of Units Weighted Average Grant Date Fair Value Number of Units Weighted Average Grant Date Fair Value Nonvested at January 29, 2022 643,813 $ 18.78 877,813 $ 14.22 Granted 294,985 $ 20.34 156,845 $ 14.66 Vested (314,453) $ 17.31 — $ — Forfeited (11,718) $ 26.40 (87,871) $ 9.39 Nonvested at January 28, 2023 612,627 $ 20.14 946,787 $ 14.75 The fair value of each market-based nonvested stock unit was estimated on the grant date using the Monte Carlo simulation. The following assumptions were used for the grants: Year Ended Valuation Assumptions Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Risk-free interest rate 2.8 % 0.6 % 0.2 % Expected stock price volatility 71.3 % 78.4 % 62.8 % Expected dividend yield — % — % — % Expected life of market-based awards 2.7 years 3.5 years 2.6 years The weighted average grant date fair value for the total nonvested stock awards/units granted was $19.74, $24.21 and $8.65 during fiscal 2023, fiscal 2022 and fiscal 2021, respectively. The total fair value at grant date of previously nonvested stock awards/units that were vested during fiscal 2023, fiscal 2022 and fiscal 2021 was $14.3 million, $13.2 million and $22.9 million, respectively. During fiscal 2023, fiscal 2022 and fiscal 2021, the total intrinsic value of nonvested stock awards/units that vested was $17.2 million, $15.9 million and $22.1 million, respectively. The total intrinsic value of nonvested stock awards/units outstanding and unvested as of January 28, 2023 was $53.2 million. The compensation expense included in SG&A expense recognized during fiscal 2023 was $17.5 million before the recognized income tax benefit of $3.8 million. As of January 28, 2023, there was approximately $20.5 million of total unrecognized compensation cost related to nonvested stock awards/units. This cost is expected to be recognized over a weighted average period of 1.6 years. The excess tax windfall of $0.5 million related to stock award/unit activity was included in cash flows from operating activities for fiscal 2023. ESPP The Company’s ESPP allows qualified employees (as defined) to participate in the purchase of designated shares of the Company’s common stock at a price equal to 85% of the lower of the closing price at the beginning or end of each quarterly stock purchase period. The ESPP requires participants to hold any shares purchased under the ESPP for a minimum period of six months after purchase. In addition, all Company employees are subject to the terms of the Company’s securities trading policy which generally prohibits the purchase or sale of any Company securities during the two weeks before the end of each fiscal quarter through two days after the public announcement by the Company of its earnings for that period. The Company has 4,000,000 shares of common stock registered under the ESPP. During fiscal 2023, fiscal 2022 and fiscal 2021, 45,843 shares, 38,144 shares and 86,780 shares of the Company’s common stock were issued pursuant to the ESPP at an average price of $12.70, $11.81 and $11.82 per share, respectively. The fair value of stock compensation expense associated with the Company’s ESPP was estimated on the date of grant using the Black-Scholes option-pricing valuation model with the following weighted average assumptions used for grants: Year Ended Valuation Assumptions Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Risk-free interest rate 2.4 % 0.0 % 0.1 % Expected stock price volatility 55.4 % 50.4 % 145.9 % Expected dividend yield 5.3 % 2.4 % 1.4 % Expected life of ESPP options 3 months 3 months 3 months The weighted average grant date fair value of ESPP options granted during fiscal 2023, fiscal 2022 and fiscal 2021 was $4.55, $5.44 and $3.32, respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 28, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows: • Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date. • Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e. interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). • Level 3—Unobservable inputs that reflect assumptions about what market participants would use in pricing the asset or liability. These inputs would be based on the best information available, including the Company’s own data. The following presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in thousands): Fair Value Measurements at Jan 28, 2023 Fair Value Measurements at Jan 29, 2022 Recurring Fair Value Measures Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Foreign exchange currency contracts $ — $ 2,219 $ — $ 2,219 $ — $ 7,133 $ — $ 7,133 Interest rate swap — 1,034 — 1,034 — — — — Total $ — $ 3,253 $ — $ 3,253 $ — $ 7,133 $ — $ 7,133 Liabilities: Foreign exchange currency contracts $ — $ 16,704 $ — $ 16,704 $ — $ — $ — $ — Interest rate swap — — — — — 74 — 74 Deferred compensation obligations — 15,187 — 15,187 — 15,794 — 15,794 Total $ — $ 31,891 $ — $ 31,891 $ — $ 15,868 $ — $ 15,868 Foreign exchange currency contracts may be entered into by the Company to hedge the future payment of inventory and intercompany transactions by non-U.S. subsidiaries. Periodically, the Company may also use foreign exchange currency contracts to hedge the translation and economic exposures related to its net investments in certain of its international subsidiaries. The fair values of the Company’s foreign exchange currency contracts are based on quoted foreign exchange forward rates at the reporting date. The fair values of the interest rate swaps are based upon inputs corroborated by observable market data. Deferred compensation obligations to employees are adjusted based on changes in the fair value of the underlying employee-directed investments. Fair value of these obligations is based upon inputs corroborated by observable market data. T he Company included €3.7 million ($4.0 million) and €3.6 million ($4.0 million) in other assets in the Company’s consolidated balance sheets related to its investment in a private equity fund for fiscal 2023 and fiscal 2022, respectively. As permitted in accordance with authoritative guidance, the Company uses net asset value per share as a practical expedient to measure the fair value of this investment and has not included this investment in the fair value hierarchy as disclosed above. During fiscal 2023 and fiscal 2022, the Company funded contributions of €0.1 million ($0.1 million) and €1.3 million ($1.5 million), respectively, in this investment. During fiscal 2023 and fiscal 2021, the Company recorded immaterial unrealized gains in other income (expense) as a result of changes in the value of the private equity investment. During fiscal 2022, the Company recorded an unrealized gain of €0.1 million ($0.1 million), in other income (expense) as a result of changes in the value of the private equity investment. As of January 28, 2023, the Company had an unfunded commitment to invest an additional €11.0 million ($11.9 million) in the private equity fund. The fair values of the Company’s debt instruments (see Note 8) are based on the amount of future cash flows associated with each instrument discounted using the Company’s incremental borrowing rate. As of January 28, 2023 and January 29, 2022, the carrying value of all financial instruments was not materially different from fair value, as the interest rates on the Company’s debt approximated rates currently available to the Company. The fair value of the Company’s Notes (see Note 10) is determined based on inputs that are observable in the market and have been classified as Level 2 in the fair value hierarchy. The carrying amount of the Company’s remaining financial instruments, which principally include cash and cash equivalents, trade receivables, accounts payable and accrued expenses, approximates fair value due to the relatively short maturity of such instruments. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Jan. 28, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Hedging Strategy Foreign Exchange Currency Contracts The Company operates in foreign countries, which exposes it to market risk associated with foreign currency exchange rate fluctuations. The Company has entered into certain forward contracts to hedge the risk of foreign currency rate fluctuations. The Company has elected to apply the hedge accounting rules in accordance with authoritative guidance for certain of these hedges. The Company’s primary objective is to hedge the variability in forecasted cash flows due to the foreign currency risk. Various transactions that occur primarily in Europe, Canada, South Korea, China, Hong Kong and Mexico are denominated in U.S. dollars, British pounds and Russian roubles and thus are exposed to earnings risk as a result of exchange rate fluctuations when converted to their functional currencies. These types of transactions include U.S. dollar-denominated purchases of merchandise and U.S. dollar- and British pound-denominated intercompany liabilities. In addition, certain operating expenses, tax liabilities and pension-related liabilities are denominated in Swiss francs and are exposed to earnings risk as a result of exchange rate fluctuations when converted to the functional currency. Further, there are certain real estate leases which are denominated in a currency other than the functional currency of the respective entity that entered into the agreement (primarily Swiss francs, Russian roubles and Polish zloty). As a result, the Company may be exposed to volatility related to unrealized gains or losses on the translation of present value of future lease payment obligations when translated at the exchange rate as of a reporting period-end. The Company enters into derivative financial instruments, including forward exchange currency contracts, to offset some but not all of the exchange risk on certain of these anticipated foreign currency transactions. Periodically, the Company may also use foreign exchange currency contracts to hedge the translation and economic exposures related to its net investments in certain of its international subsidiaries . Interest Rate Swap Agreements The Company is exposed to interest rate risk on its floating-rate debt. The Company has entered into interest rate swap agreements for certain of these agreements to effectively convert its floating-rate debt to a fixed-rate basis. The principal objective of these contracts is to eliminate or reduce the variability of the cash flows in interest payments associated with the Company’s floating-rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. The Company has elected to apply the hedge accounting rules in accordance with authoritative guidance for certain of these contracts. Refer to Note 8 for further information. The impact of the credit risk of the counterparties to the derivative contracts is considered in determining the fair value of the foreign exchange currency contracts and interest rate swap agreements. As of January 28, 2023, credit risk has not had a significant effect on the fair value of the Company’s foreign exchange currency contracts and interest rate swap agreements. Hedge Accounting Policy Foreign Exchange Currency Contracts U.S. dollar forward contracts are used to hedge forecasted merchandise purchases over specific months. Changes in the fair value of these U.S. dollar forward contracts, designated as cash flow hedges, are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity and are recognized in cost of product sales in the period which approximates the time the hedged merchandise inventory is sold. The Company has also used U.S. dollar forward contracts to hedge the net investments of certain of the Company’s international subsidiaries over specific months. Changes in the fair value of these U.S. dollar forward contracts, designated as net investment hedges, are recorded in foreign currency translation adjustment as a component of accumulated other comprehensive income (loss) within stockholders’ equity and are not recognized in earnings (loss) until the sale or liquidation of the hedged net investment. The Company also has foreign exchange currency contracts that are not designated as hedging instruments for accounting purposes. Changes in fair value of foreign exchange currency contracts not designated as hedging instruments are reported in net earnings (loss) as part of other income (expense). Interest Rate Swap Agreements Interest rate swap agreements are used to hedge the variability of the cash flows in interest payments associated with the Company’s floating-rate debt. Changes in the fair value of interest rate swap agreements designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity and are amortized to interest expense over the term of the related debt. Periodically, the Company may also enter into interest rate swap agreements that are not designated as hedging instruments for accounting purposes. Changes in the fair value of interest rate swap agreements not designated as hedging instruments are reported in net earnings (loss) as part of other income (expense). Summary of Derivative Instruments The fair value of derivative instruments in the consolidated balance sheets is as follows (in thousands): Fair Value at Jan 28, 2023 Fair Value at Jan 29, 2022 Derivative Balance Sheet Location ASSETS: Derivatives designated as hedging instruments: Cash flow hedges: Foreign exchange currency contracts $ 1,073 $ 5,999 Other current assets/Other assets Interest rate swap 1,034 — Other assets Total derivatives designated as hedging instruments 2,107 5,999 Derivatives not designated as hedging instruments: Foreign exchange currency contracts 1,146 1,134 Other current assets Total $ 3,253 $ 7,133 LIABILITIES: Derivatives designated as hedging instruments: Cash flow hedges: Foreign exchange currency contracts $ 12,930 $ — Accrued expenses/Other long-term liabilities Interest rate swaps — 74 Other long-term liabilities Total derivatives designated as hedging instruments 12,930 74 Derivatives not designated as hedging instruments: Foreign exchange currency contracts 3,774 — Accrued expenses and other current liabilities Total $ 16,704 $ 74 Derivatives Designated as Hedging Instruments Foreign Exchange Currency Contracts Designated as Cash Flow Hedges During fiscal 2023, the Company purchased U.S. dollar forward contracts in Europe totaling US$315.0 million that were designated as cash flow hedges. As of January 28, 2023, the Company had forward contracts outstanding for its European operations of US$253.0 million to hedge forecasted merchandise purchases, which are expected to mature over the next 15 months. As of January 28, 2023, accumulated other comprehensive income (loss) related to foreign exchange currency contracts included a net unrealized loss of approximately $2.4 million, net of tax, of which $1.1 million will be recognized in cost of product sales over the following 12 months, at the then current values on a pre-tax basis, which can be different than the current year-end values. At January 29, 2022, the Company had forward contracts outstanding for its European operations of US$146.0 million that were designated as cash flow hedges. Interest Rate Swap Agreement Designated as Cash Flow Hedge During fiscal 2017, the Company entered into an interest rate swap agreement with a notional amount of $21.5 million, designated as a cash flow hedge, to hedge the variability of cash flows in interest payments associated with the Company’s floating-rate debt. This interest rate swap agreement matures in January 2026 and converts the nature of the Company’s real estate secured term loan from LIBOR floating-rate debt to fixed-rate debt, resulting in a swap fixed rate of approximately 3.06%. As of January 28, 2023, accumulated other comprehensive income (loss) related to the interest rate swap agreement included a net unrealized gain of approximately $0.8 million, net of tax, which will be recognized in interest expense over the following 12 months, at the then current values on a pre-tax basis, which can be different than the current year-end values. The following summarizes the gains (losses) before income taxes recognized on the derivative instruments designated as cash flow hedges in OCI and net earnings (loss) (in thousands): Gain (Loss) Recognized in OCI Gain (Loss) Reclassified from Accumulated OCI into Earnings (Loss) Location of Gain (Loss) Reclassified from Accumulated OCI into Earnings (Loss) Year Ended January 28, 2023 Foreign exchange currency contracts $ (929) $ 9,988 Cost of product sales Interest rate swap 1,136 28 Interest expense Year Ended January 29, 2022 Foreign exchange currency contracts $ 10,807 $ (2,051) Cost of product sales Interest rate swap 653 (272) Interest expense Year Ended January 30, 2021 Foreign exchange currency contracts $ (5,614) $ 6,298 Cost of product sales Interest rate swap (832) (181) Interest expense The following summarizes net after income tax derivative activity recorded in accumulated other comprehensive income (loss) (in thousands): Year Ended Jan 28, 2023 Jan 29, 2022 Beginning balance gain (loss) $ 7,280 $ (4,876) Net gains from changes in cash flow hedges 47 10,121 Net (gains) losses reclassified to earnings (loss) (8,911) 2,035 Ending balance gain (loss) $ (1,584) $ 7,280 Foreign Exchange Currency Contracts Not Designated as Hedging Instruments As of January 28, 2023, the Company had euro foreign exchange currency contracts to purchase US$83.5 million expected to mature over the next 11 months. The following summarizes the gains (losses) before income taxes recognized on the derivative instruments not designated as hedging instruments in other income (expense) (in thousands): Location of Gain (Loss) Recognized in Earnings (Loss) Gain (Loss) Recognized in Earnings (Loss) Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Foreign exchange currency contracts Other expense $ (2,833) $ 1,941 $ (5,117) |
Share Repurchase Program
Share Repurchase Program | 12 Months Ended |
Jan. 28, 2023 | |
Equity [Abstract] | |
Share Repurchase Program | Share Repurchase Program On June 26, 2012, the Company’s Board of Directors authorized a program to repurchase up to $500 million of the Company’s common stock. On August 23, 2021, the Company’s Board of Directors terminated the previously authorized 2012 share repurchase program (which had $47.8 million capacity remaining) and authorized a new program (the “2021 Share Repurchase Program”) to repurchase, from time-to-time and as market and business conditions warrant, up to $200 million of the Company’s common stock. On March 14, 2022, the Board of Directors expanded its repurchase authorization by $100 million, leaving a new capacity of $249.0 million. On March 18, 2022, pursuant to existing share repurchase authorizations, the Company entered into an accelerated share repurchase agreement (the “2022 ASR Contract”) with a financial institution (the “2022 ASR Counterparty”) to repurchase an aggregate of $175.0 million of the Company’s common stock. Under the 2022 ASR Contract, the Company received approximately 8.5 million shares of common stock in the first half of fiscal 2023. 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. During fiscal 2023, the Company repurchased 8,985,603 shares under the program at an aggregate cost of $186.7 million. During fiscal 2022, the Company repurchased 2,289,292 shares under the program at an aggregate cost of $51.0 million. During fiscal 2021, the Company repurchased 4,000,000 shares under the previous program at an aggregate cost of $38.8 million. As of January 28, 2023, the Company had remaining authority under the program to purchase $62.3 million of its common stock. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jan. 28, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Dividends On March 14, 2023, the Company announced a regular quarterly cash dividend of $0.225 per share on the Company’s common stock. The cash dividend will be paid on April 14, 2023 to shareholders of record as of the close of business on March 29, 2023. As a result of this dividend declaration and in accordance with the terms of the indenture governing the Notes, the Company will adjust the conversion rate (which is expected to increase) and the conversion price (which is expected to decrease) of the Notes effective as of March 28, 2023. A corresponding adjustment is expected to be made to the strike prices with respect to the convertible note hedges and the warrants entered into by the Company in connection with the offering of the Notes, with the strike price decreased and the number of options increased in accordance with the terms of the convertible note hedge confirmations and warrant confirmations, respectively. |
SCHEDULE II VALUATION AND QUALI
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Jan. 28, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II GUESS?, INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS Years Ended January 28, 2023, January 29, 2022 and January 30, 2021 (in thousands) Balance at Costs Deductions and Balance Description As of January 28, 2023 Allowance for doubtful accounts $ 11,039 $ 907 $ (3,392) $ 8,554 Allowance for markdowns 19,014 26,720 (28,204) 17,530 Allowance for sales returns 38,419 123,525 (126,274) 35,670 Allowance for deferred tax asset valuation 55,278 2,777 (12,992) 45,063 Total $ 123,750 $ 153,929 $ (170,862) $ 106,817 As of January 29, 2022 Allowance for doubtful accounts $ 14,200 $ 4,670 $ (7,831) $ 11,039 Allowance for markdowns 16,245 21,159 (18,390) 19,014 Allowance for sales returns 27,193 122,672 (111,446) 38,419 Allowance for deferred tax asset valuation 54,131 1,147 — 55,278 Total $ 111,769 $ 149,648 $ (137,667) $ 123,750 As of January 30, 2021 Allowance for doubtful accounts $ 8,431 $ 6,033 $ (264) $ 14,200 Allowance for markdowns 12,562 25,942 (22,259) 16,245 Allowance for sales returns 33,178 104,560 (110,545) 27,193 Allowance for deferred tax asset valuation 30,760 23,371 — 54,131 Total $ 84,931 $ 159,906 $ (133,068) $ 111,769 |
Description of the Business a_2
Description of the Business and Summary of Significant Accounting Policies and Practices (Policies) | 12 Months Ended |
Jan. 28, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reclassifications | Reclassifications The Company has made certain reclassifications to prior period amounts to conform to the current period presentation within the accompanying notes to the consolidated financial statements. |
Fiscal Year | Fiscal Year The Company operates on a 52/53-week fiscal year calendar, which ends on the Saturday nearest to January 31 of each year. All references herein to “fiscal 2023,” “fiscal 2022” and “fiscal 2021” represent the results of the 52-week fiscal years ended January 28, 2023, January 29, 2022 and January 30, 2021. References to “fiscal 2024” represent the 53-week fiscal year ending February 3, 2024. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Guess?, Inc., its wholly-owned direct and indirect subsidiaries and its non-wholly-owned subsidiaries and joint ventures in which the Company has a controlling financial interest and is determined to be the primary beneficiary. Accordingly, all references herein to “Guess?, Inc.” include the consolidated results of the Company, its wholly-owned subsidiaries and its joint ventures. All intercompany accounts and transactions are eliminated during the consolidation process. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosed in the accompanying notes. Significant areas requiring the use of management estimates relate to the allowances for doubtful accounts, sales return and markdown allowances, gift card and loyalty accruals, valuation of inventories, share-based compensation, income taxes, recoverability of deferred income taxes, unrecognized income tax benefits, the useful life of assets for depreciation and amortization, evaluation of asset impairment (including goodwill and long-lived assets, such as property and equipment and operating lease right-of-use (“ROU”) assets), pension obligations, workers’ compensation and medical self-insurance expense and accruals, litigation reserves and restructuring expense and accruals. These estimates and assumptions may change as a result of the impact of global economic conditions, such as the uncertainty regarding the impact of public health crises, the ongoing Russia-Ukraine conflict, global inflationary pressures, volatility in foreign exchange rates and declining consumer spending. Actual results could differ from those estimates. Revisions in estimates could materially impact the results of operations and financial position. The Company’s operations could be impacted in ways the Company is not able to predict today. While the Company believes it has made reasonable accounting estimates based on the facts and circumstances that were available as of the reporting date, to the extent there are differences between these estimates and actual results, the Company’s results of operations and financial position could be materially impacted. |
Business Segment Reporting | Business Segment Reporting Where applicable, the Company reports information about business segments and related disclosures about products and services, geographic areas and major customers. The Company’s businesses are grouped into five reportable segments for management and internal financial reporting purposes: Americas Retail, Americas Wholesale, Europe, Asia and Licensing. The Company’s Americas Retail, Americas Wholesale, Europe and Licensing reportable segments are the same as their respective operating segments. Certain components of the Company’s Asia reportable segment are separate operating segments based on regions, which have been aggregated into the Asia reportable segment for disclosure purposes. Management evaluates segment performance based primarily on revenues and earnings (loss) from operations before corporate performance-based compensation costs, asset impairment charges, net gains (losses) from lease modifications, restructuring charges and certain non-recurring credits (charges), if any. The Company believes this segment reporting reflects how its business segments are managed and how each segment’s performance is evaluated by the Company’s chief operating decision maker to assess performance and make resource allocation decisions. The Americas Retail segment includes the Company’s retail and e-commerce operations in the Americas. The Americas Wholesale segment includes the Company’s wholesale operations in the Americas. The Europe segment includes the Company’s retail, e-commerce and wholesale operations in Europe and the Middle East. The Asia segment includes the Company’s retail, e-commerce and wholesale operations in Asia and the Pacific. The Licensing segment includes the worldwide licensing operations of the Company. The business segment operating results exclude corporate overhead costs, which consist of shared costs of the organization, asset impairment charges, net gains (losses) on lease modifications, restructuring charges and certain non-recurring credits (charges), if any. Corporate overhead costs are presented separately and generally include, among other things, the following unallocated corporate costs: accounting and finance, executive compensation, corporate performance-based compensation, facilities, global advertising and marketing, human resources, information technology and legal. |
Revenue Recognition | Revenue Recognition Products Transferred at a Point in Time The Company recognizes the majority of its revenue from its direct-to-consumer (brick-and-mortar retail stores and concessions as well as e-commerce) and wholesale distribution channels at a point in time when it satisfies a performance obligation and transfers control of the product to the respective customer. For the Company’s brick-and-mortar retail stores and concessions, revenue is typically recognized at the point of sale and includes estimates of variable consideration such as allowances for sales returns and loyalty award obligations, where applicable. Revenue generated from the Company’s e-commerce sites is recognized when merchandise is transferred to a common carrier. Revenue generated from the Company’s wholesale distribution channel is recognized when control transfers to the customer, which generally occurs upon shipment. The amount of revenue that is recognized is based on the transaction price, which represents the invoiced amount and includes estimates of variable consideration such as allowances for sales returns and markdowns, where applicable. The amount of variable consideration included in the transaction price may be constrained and is included only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized under the contract will not occur in a future period. The Company accepts payments at its brick-and-mortar retail locations and its e-commerce sites in the form of cash, credit cards, gift cards and loyalty points, where applicable. Payment terms, typically less than one year, are offered to the Company’s wholesale customers and do not include a significant financing component. The Company extends credit to wholesale customers based upon an evaluation of the customer’s financial condition and credit history and generally requires no collateral but does obtain credit insurance when considered appropriate. As of January 28, 2023, approximately 50% of the Company’s total net trade accounts receivable and 59% of its European net trade receivables were subject to credit insurance coverage, certain bank guarantees or letters of credit for collection purposes. The Company’s credit insurance coverage contains certain terms and conditions specifying deductibles and annual claim limits. During 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. The Company maintains allowances for doubtful accounts for estimated losses that result from the inability of its wholesale customers to make their required payments. The Company bases its allowances on analysis of the aging of accounts receivable at the date of the financial statements, assessments of historical and current collection trends, an evaluation of the impact of current economic conditions and whether the Company has obtained credit insurance or other guarantees which are not considered freestanding against the related account receivable balances. Management performs regular evaluations concerning the ability of its customers to satisfy their obligations and records a provision for doubtful accounts based on these evaluations. The Company’s credit losses for the periods presented were not significant compared to sales and did not significantly exceed management’s estimates. Refer to Note 3 for further information regarding the Company’s allowance for doubtful accounts. Shipping and handling costs associated with outbound freight incurred to transfer a product to a customer are accounted for as fulfillment costs and are included in SG&A expenses. Sales and usage-based taxes collected from customers and remitted directly to governmental authorities are excluded from net revenues. The Company does not have significant contract balances related to its direct-to-consumer or wholesale distribution channels other than the allowance for sales returns and markdowns as well as liabilities related to its gift cards and loyalty programs, which are included in accrued expenses. The Company also does not have significant contract acquisition costs related to its direct-to-consumer or wholesale distribution channels. Sales Return Allowances |
Intellectual Property Transferred Over Time | Intellectual Property Transferred Over Time The Company’s trademark license agreements represent symbolic licenses that are dependent on the Company’s continued support over the term of the license agreement. The revenue recognized from the licensing arrangements is based on sales-based royalty and advertising fund contributions, as well as specific fixed payments, where applicable. The typical license agreement requires that the licensee pay the Company the greater of a royalty based on a percentage of the licensee’s net sales of licensed products or a guaranteed annual minimum royalty that typically increases over the term of the license agreement. Generally, licensees are also required to make contributions to advertising funds, as a percentage of their sales, or may elect to increase their contribution to support specific brand-building initiatives. The Company recognizes revenue from sales-based royalty and advertising fund contributions when the related sales occur, which is consistent with the timing of when the performance obligation three |
Classification of Certain Costs and Expenses | Classification of Certain Costs and Expenses The Company includes inbound freight charges, purchasing costs and related overhead, retail store occupancy costs, including lease costs and depreciation and amortization, and a portion of the Company’s distribution costs related to its direct-to-consumer business in cost of product sales.The Company also includes store selling, selling and merchandising, advertising, design and other corporate overhead costs as a component of SG&A expenses.The Company classifies amounts billed to customers for shipping fees as revenues and classifies costs related to shipping as cost of product sales in the accompanying consolidated statements of income (loss). |
Advertising and Marketing Costs | Advertising and Marketing Costs The Company expenses the cost of advertising as incurred. |
Share-Based Compensation | Share-Based Compensation The Company recognizes compensation expense for all share-based awards granted based on the grant date fair value. The fair value of each stock option is estimated on the grant date using the Black-Scholes option-pricing model and involves several assumptions, including the risk-free interest rate, expected volatility, dividend yield and expected life. The risk-free interest rate is based on the U.S. Treasury yield curve in effect for the expected term of the option at the time of grant. The expected stock price volatility is determined based on an average of both historical volatility and implied volatility. Implied volatility is derived from exchange traded options on the Company’s common stock. The expected dividend yield is based on the Company’s history and expectations of dividend payouts. The expected life is determined based on historical trends. Compensation expense for nonvested stock options and stock awards/units that are not subject to performance-based vesting conditions is recognized on a straight-line basis over the vesting period. The Company has elected to account for forfeitures as they occur. In addition, the Company has granted certain nonvested units that require certain minimum performance targets to be achieved in order for these awards to vest. Vesting is also subject to continued service requirements through the vesting date. Compensation expense for performance-based awards that vest in increments is recognized based on an accelerated attribution method. If the minimum performance targets are not forecasted to be achieved, no expense is recognized during the period. The Company has also granted certain nonvested stock units which are subject to market-based performance targets in order for these units to vest. Vesting is also subject to continued service requirements through the vesting date. The grant date fair value for such nonvested stock units was estimated using a Monte Carlo simulation that incorporates option-pricing inputs covering the period from the grant date through the end of the performance period. Compensation expense for such nonvested stock units is recognized on a straight-line basis over the vesting period, regardless of whether the market condition is satisfied. |
Foreign Currency | Foreign Currency Foreign Currency Translation Adjustment |
Derivatives | Derivatives Foreign Exchange Currency Contracts The Company operates in foreign countries, which exposes it to market risk associated with foreign currency exchange rate fluctuations. Various transactions that occur primarily in Europe, Canada, South Korea, China, Hong Kong and Mexico are denominated in U.S. dollars, British pounds and Russian roubles and thus are exposed to earnings risk as a result of exchange rate fluctuations when converted to their functional currencies. These types of transactions include U.S. dollar-denominated purchases of merchandise and U.S. dollar- and British pound-denominated intercompany liabilities. In addition, certain operating expenses, tax liabilities and pension-related liabilities are denominated in Swiss francs and are exposed to earnings risk as a result of exchange rate fluctuations when converted to the functional currency. Further, there are certain real estate leases which are denominated in a currency other than the functional currency of the respective entity that entered into the agreement (primarily Swiss francs, Russian roubles and Polish zloty). As a result, the Company may be exposed to volatility related to unrealized gains or losses on the translation of present value of future lease payment obligations when translated at the exchange rate as of a reporting period-end. The Company has entered into certain forward exchange currency contracts to hedge the risk of a portion of these anticipated foreign currency transactions against foreign currency rate fluctuations. The Company has elected to apply the hedge accounting rules in accordance with authoritative guidance for certain of these hedges. The Company does not hedge all transactions denominated in foreign currency. The Company may also hedge the translation and economic exposures related to its net investments in certain of its international subsidiaries. Changes in the fair value of the U.S. dollar forward contracts for anticipated U.S. dollar merchandise purchases designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity and are recognized in cost of product sales in the period which approximates the time the hedged merchandise inventory is sold. Changes in the fair value of any U.S. dollar forward contracts designated as net investment hedges are recorded in foreign currency translation adjustment as a component of accumulated other comprehensive income (loss) within stockholders’ equity and are not recognized in earnings (loss) until the sale or liquidation of the hedged net investment. The Company also has forward exchange currency contracts that are not designated as hedging instruments for accounting purposes. Changes in fair value of forward exchange currency contracts not designated as hedging instruments are reported in net earnings (loss) as part of other income (expense). Interest Rate Swap Agreements The Company is exposed to interest rate risk on its floating-rate debt. The Company has entered into interest rate swap agreements for certain of these agreements to effectively convert its floating-rate debt to a fixed-rate basis. The principal objective of these contracts is to eliminate or reduce the variability of the cash flows in interest payments associated with the Company’s floating-rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. The Company has elected to apply the hedge accounting rules in accordance with authoritative guidance for certain of these contracts. Changes in the fair value of interest rate swap agreements designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity and are amortized to interest expense over the term of the related debt. Periodically, the Company may also enter into interest rate swap agreements that are not designated as hedging instruments for accounting purposes. Changes in the fair value of interest rate swap agreements not designated as hedging instruments are reported in net earnings (loss) as part of other income (expense). |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for the future income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income taxes of a change in income tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance is recorded when management believes it is more likely than not that the results of operations will not generate sufficient taxable earnings to realize certain net deferred income tax assets. The Company accounts for uncertainty in income taxes in accordance with authoritative guidance, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of an income tax position taken or expected to be taken in an income tax return. The Company also follows authoritative guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share represents net earnings (loss) attributable to common stockholders divided by the weighted average number of common shares outstanding during the period. The Company considers any restricted stock units with forfeitable dividend rights that are issued and outstanding, but considered contingently returnable if certain service conditions are not met, as common equivalent shares outstanding. These restricted stock units are excluded from the weighted average number of common shares outstanding and basic earnings (loss) per share calculation until the respective service conditions have been met. Diluted earnings (loss) per share represents net earnings (loss) attributable to common stockholders divided by the weighted average number of common shares outstanding, inclusive of the dilutive impact of common equivalent shares outstanding during the period, and the dilutive impact of the Company’s 2.00% convertible senior notes due 2024 (the “Notes”) and related warrants, as applicable. On January 30, 2022, the Company adopted the authoritative guidance which simplifies the accounting for convertible instruments and contracts in an entity’s own equity using the modified retrospective method. Following adoption, diluted earnings per share related to the Notes is calculated using the if-converted method. The number of dilutive shares is based on the conversion rate associated with the Notes. Prior to adoption, the Company applied the treasury stock method when calculating the potential dilutive effect of the Notes, if any. As the Company expects to settle the principal amount of the Notes in cash and any excess in shares, only the amounts in excess of the principal amount are considered in diluted earnings per share, if applicable. Refer to Note 10 for further information on the Notes. In periods when there is a net loss, the potentially dilutive impact of common equivalent shares outstanding is not included in the computation of diluted net loss per share as the impact of the shares would be antidilutive. Nonvested restricted stock awards (referred to as participating securities) are excluded from the dilutive impact of common equivalent shares outstanding in accordance with authoritative guidance under the two-class method since the nonvested restricted stockholders are entitled to participate in dividends declared on common stock as if the shares were fully vested and hence are deemed to be participating securities. Under the two-class method, distributed and undistributed earnings attributable to nonvested restricted stockholders are excluded from net earnings (loss) attributable to common stockholders for purposes of calculating basic and diluted earnings (loss) per common share. However, net losses are not allocated to nonvested restricted stockholders because they are not contractually obligated to share in the losses of the Company. In addition, the Company has granted certain nonvested stock units that are subject to certain performance-based or market-based vesting conditions as well as continued service requirements through the respective vesting periods. These nonvested stock units are included in the computation of diluted net earnings per common share attributable to common stockholders only to the extent that the underlying performance-based or market-based vesting conditions are satisfied as of the end of the reporting period, or would be considered satisfied if the end of the reporting period were the end of the related contingency period, and the results would be dilutive under the treasury stock method. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) consists of net earnings (loss), foreign currency translation adjustments, the effective portion of the change in the fair value of cash flow hedges and defined benefit plan impact from actuarial valuation gains or losses and related amortization, plan amendment, prior service credit or cost amortization and curtailment. Comprehensive income (loss) is presented in the consolidated statements of comprehensive income (loss). |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and marketable securities with original maturities of three months or less. |
Investment Securities | Investment Securities Investments in equity securities with a readily determinable fair value, not accounted for under the equity-method or consolidation accounting, are recorded at fair value with unrealized gains and losses included in other income (expense) in the Company’s consolidated statements of income (loss). The Company also has an investment in a private equity fund. The Company uses net asset value per share as a practical expedient to measure the fair value of this investment. |
Concentration of Credit, Sourcing and Liquidity Risk | Concentrations of Credit, Sourcing and Liquidity Risk Cash used primarily for working capital purposes is maintained with various major financial institutions. The Company performs evaluations of the relative credit standing of these financial institutions in order to limit the amount of asset and liquidity exposure with any institution. Excess cash and cash equivalents, which represent the majority of the Company’s outstanding cash and cash equivalents balance, are held primarily in overnight deposit and short-term time deposit accounts and money market accounts. |
Inventories | InventoriesInventories are valued at the lower of cost (primarily weighted average method) or net realizable value. The Company continually evaluates its inventories by assessing slow moving product as well as prior seasons’ inventory. Net realizable value of aged inventory is estimated based on historical sales trends for each product line category, the impact of market trends, an evaluation of economic conditions, available liquidation channels and the value of current orders relating to the future sales of this type of inventory. |
Depreciation and Amortization | Depreciation and Amortization Depreciation and amortization of property and equipment are provided using the straight-line method over the following useful lives: Building and building improvements 10 to 39 years Furniture, fixtures and equipment 2 to 10 years Leasehold improvements are capitalized at cost and amortized over the lesser of the estimated useful life of the asset or the term of the lease. Construction in progress is not depreciated until the related asset is completed and placed in service. |
Leases | Leases The Company determines whether an arrangement is a lease at inception of the agreement and reassesses that conclusion if the agreement is modified. The term of the Company’s leases represents the non-cancelable period of the lease, including any rent-free periods and any options to renew, extend or terminate the lease that the Company is reasonably certain to exercise. The Company determines the term of each lease at lease commencement and revisits that term in subsequent periods if a triggering event occurs which would require reassessment. Leases with an initial contractual term in excess of 12 months are accounted for as either an operating or finance lease based on certain criteria. The Company has elected to recognize leases with an initial term of 12 months or less on a straight-line basis without recognizing a right-of-use (“ROU”) asset or operating lease liability. The Company’s lease agreements primarily provide for lease payments based on a minimum annual rental amount, a percentage of annual sales volume, periodic adjustments related to inflation or a combination of such lease payments. Some of the lease agreements require the Company to make periodic payments for insurance, property taxes, sales promotion, common area maintenance and certain utility charges. The Company has elected the practical expedient to not separate non-lease components from lease components in the measurement of liabilities for its directly-operated real estate leases. Certain of our leases may also include lease incentives such as free rent periods or construction allowances. Lease liabilities are recognized at the present value of the fixed lease payments, reduced by landlord incentives, using the Company’s incremental borrowing rate (“IBR”). Due to our centralized treasury function, the Company uses a portfolio approach to discount our lease obligations. The IBR for each lease is based primarily on borrowing rates available to the Company, which incorporates publicly-available information for other companies within the same industry and with similar credit profiles. The rate is then adjusted for the impact from collateralization, the lease term, foreign currency (if applicable) and other specific terms included in the Company’s lease arrangements. Lease ROU assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases which includes initial investments in the form of key money to secure prime store locations. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable lease liability or lease ROU asset. Lease ROU assets are amortized over the life of the lease and tested for impairment in the same manner as long-lived assets used in operations as described in more detail below. During fiscal 2022 and 2021, the Company engaged in discussions with landlords in an effort to achieve appropriate rent relief and other lease concessions and, in some cases, to terminate existing leases in an effort to lessen the impact of reduced revenue resulting from temporary store closures and lower traffic. Consistent with guidance from the Financial Accounting Standards Board (“FASB”), the Company elected to treat any such agreed-upon payment deferrals related to the COVID-19 pandemic as if there were no modifications to the lease contract and has accrued such amounts within the current portion of operating lease liabilities in the Company’s consolidated balance sheet. The Company has elected to treat other rent concessions which result in reduced lease payments as variable lease payments if the concessions that are provided are for a period of generally less than 12 months. For any rent concessions which reduce the lease payments for a period of generally more than 12 months |
Long-Lived Assets | Long-Lived Assets Long-lived assets, such as property and equipment and operating lease ROU assets, are reviewed for impairment quarterly or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The majority of the Company’s long-lived assets relate to its retail operations which consist primarily of regular retail and flagship locations. The Company considers each individual regular retail location as an asset group for impairment testing, which is the lowest level at which individual cash flows can be identified. The asset group includes leasehold improvements, furniture, fixtures and equipment, computer hardware and software, operating lease ROU assets including lease acquisition costs, and certain long-term security deposits, and excludes operating lease liabilities. The Company reviews regular retail locations in penetrated markets for impairment risk once the locations have been opened for at least one year in their current condition, or sooner as changes in circumstances require. The Company believes that waiting at least one year allows a location to reach a maturity level where a more comprehensive analysis of financial performance can be performed. The Company evaluates impairment risk for regular retail locations in new markets, where the Company is in the early stages of establishing its presence, once brand awareness has been established. The Company also evaluates impairment risk for retail locations that are expected to be closed in the foreseeable future. The Company has flagship locations which are used as a regional marketing tool to build brand awareness and promote the Company’s current product. Provided the flagship locations continue to meet appropriate criteria, impairment for these locations is tested at a reporting unit level similar to goodwill since they do not have separately identifiable cash flows. An asset is considered to be impaired if the Company determines that the carrying value may not be recoverable based upon its assessment of the asset’s ability to continue to generate earnings from operations and positive cash flow in future periods or if significant changes in the Company’s strategic business objectives and utilization of the assets occurred. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows adjusted for lease payments, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the estimated fair value. The Company uses estimates of market participant rents to calculate fair value of ROU assets and discounted future cash flows of the asset group to quantify fair value for other long-lived assets. These nonrecurring fair value measurements are considered Level 3 inputs as defined in Note 20. The impairment loss calculations require management to apply judgment estimating market participant rents, future cash flows, among other things, and the discount rates that reflect the risk inherent in future cash flows. Future expected cash flows for assets in regular retail locations are based on management’s estimates of future cash flows, which include sales and gross margin growth rate assumptions, over the remaining lease period or expected life, if shorter. For expected location closures, the Company will evaluate whether it is necessary to shorten the useful life for any of the assets within the respective asset group. The Company will use this revised useful life when estimating the asset group’s future cash flows. The Company considers historical trends, expected future business trends and other factors when estimating the future cash flow for each regular retail location. The Company also considers factors such as: the local environment for each regular retail location, including mall traffic and competition; the Company’s ability to successfully implement strategic initiatives; and the ability to control variable costs such as cost of sales and payroll and, in some cases, renegotiate lease costs. The COVID-19 pandemic has materially impacted the Company’s financial results and could impact the Company’s operations in ways the Company is not able to predict today. The Company has made reasonable assumptions and judgments to determine the fair value of the assets tested based on the facts and circumstances |
Goodwill | Goodwill Goodwill is tested annually for impairment or more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. This determination is made at the reporting unit level which may be either an operating segment or one level below an operating segment if discrete financial information is available. Two or more reporting units within an operating segment may be aggregated for impairment testing if they have similar economic characteristics. The Company has identified its Americas Retail segment, its Americas Wholesale segment and its European wholesale and European retail components of its Europe segment as reporting units for goodwill impairment testing. In accordance with authoritative guidance, the Company first assesses qualitative factors relevant in determining whether it is more likely than not that the fair values of its reporting units are less than their carrying amounts. Based on this analysis, the Company determines whether it is necessary to perform a quantitative impairment test. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the amount of any impairment loss to be recognized for that reporting unit is determined using two steps. First, the Company determines the fair value of the reporting unit using a discounted cash flow analysis, which requires unobservable inputs (Level 3) within the fair value hierarchy as defined in Note 20. These inputs include selection of an appropriate discount rate and the amount and timing of expected future cash flows. Second, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized based on the difference between a reporting unit’s fair value and its carrying value. |
Other Assets | Other AssetsOther assets mainly relate to the Company’s investments in insurance policies held in rabbi trusts to fund expected obligations arising under its non-qualified supplemental executive retirement and deferred compensation plans. Refer to Notes 13 and 16 for further information regarding these investments. In addition, other assets also relate to long-term security deposits, long-term subscriptions and receivables related to refundable value-added tax payments mainly from European taxing authorities. |
Defined Benefit Plans | Defined Benefit Plans In accordance with authoritative guidance for defined benefit pension and other postretirement plans, an asset for a plan’s over funded status or a liability for a plan’s underfunded status is recognized in the consolidated balance sheets; plan assets and obligations that determine the plan’s funded status are measured as of the end of the Company’s fiscal year; and changes in the funded status of defined benefit postretirement plans are recognized in the year in which they occur. Such changes are reported in other comprehensive income (loss) as a separate component of stockholders’ equity. |
Litigation Reserves | Litigation ReservesEstimated amounts for claims that are probable and can be reasonably estimated are recorded as liabilities in the consolidated balance sheets. As additional information becomes available, the Company assesses the potential liability related to new claims and existing claims and revises estimates as appropriate. As new claims arise or existing claims evolve, such revisions in estimates of the potential liability could materially impact the results of operations and financial position. |
Convertible Senior Notes | Convertible Senior Notes In April 2019, the Company issued $300 million principal amount of 2.00% convertible senior notes due 2024 in a private offering. Prior to January 30, 2022, certain convertible debt instruments that may be settled in cash on conversion were required to be separately accounted for as liability and equity components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. Accordingly, in accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components. The liability component was recorded at fair value, which was derived from a valuation technique used to calculate the fair value of a similar liability without an associated convertible feature. The carrying amount of the equity component, which is recognized as a debt discount, represents the difference between the proceeds from the issuance of the Notes and the fair value of the liability component of the Notes. In accounting for the debt issuance costs related to the issuance of the Notes, the Company allocated the total amount incurred to the liability and equity components based on their relative values. Debt issuance costs attributable to the liability component were recorded as a contra-liability and are presented net against the Notes balance on the Company’s consolidated balance sheets. These costs are amortized to interest expense using the effective interest method over the term of the Notes. On January 30, 2022, the Company adopted the authoritative guidance which simplifies the accounting for convertible instruments and contracts in an entity’s own equity using the modified retrospective method. Following adoption, the equity component was eliminated and recorded as an adjustment to retained earnings. In addition, the Company derecognized the remaining unamortized debt discount on the Notes. Debt issuance costs were recorded as a contra-liability and are presented net against the Notes balance on the Company’s consolidated balance sheets. These costs are amortized to interest expense using the effective interest method over the term of the Notes. |
New Accounting Guidance | New Accounting Guidance Recently Adopted Accounting Guidance Convertible Instruments and Contracts in an Entity’s Own Equity In August 2020, the FASB issued authoritative guidance to simplify the accounting for convertible instruments and contracts in an entity’s own equity and the diluted earnings per share computations for these instruments. This guidance removes major separation models required under current guidance enabling more convertible debt instruments to be reported as a single liability instrument with no separate accounting for embedded conversion features. This guidance also removes certain settlement conditions required for equity contracts to qualify for the derivative scope exception. In addition, this guidance requires the “if-converted” method be applied for all convertible instruments (the treasury stock method is no longer available) and removes the ability to rebut the presumption of share settlement for contracts that may be settled in cash or stock. The Company adopted this guidance on January 30, 2022, using the modified retrospective transition method which allows for a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption and does not require retrospective adjustments to prior periods. Using this transition method, the cumulative effect of the accounting change increased the carrying amount of the Notes by $27.5 million, reduced deferred income tax liabilities by $6.2 million, reduced additional paid-in capital by $43.1 million and increased retained earnings by $21.8 million, with no restatement of prior periods. Refer to Note 10 for the impact on the Notes and Note 18 for the impact on the earnings per share calculation. Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In May 2021, the FASB issued authoritative guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified in equity after modification or exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). The Company adopted this guidance on January 30, 2022 which had no impact on the Company’s consolidated financial statement presentation or disclosures. Government Assistance In November 2021, the FASB issued authoritative guidance to increase the transparency of government assistance. This guidance is effective for financial statements issued for annual periods beginning after December 15, 2021 with early adoption permitted. The Company adopted this guidance prospectively on January 30, 2022. During fiscal 2023 the Company recorded $9.3 million related to government assistance. This amount mostly relates to support for the COVID-19 pandemic. Recently Issued Accounting Guidance Reference Rate Reform In March 2020, the FASB issued guidance to provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. This guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to certain criteria, referencing LIBOR or another reference rate expected to be discontinued. In January 2021, the FASB issued subsequent amendments to further clarify the scope of optional expedients and exceptions to derivatives affected by the transition. The new guidance is intended to help stakeholders during the global market-wide reference rate transition period. The Company identified and will modify, if necessary, its loans and other financial instruments with attributes directly or indirectly influenced by LIBOR. The Company determined, of its current LIBOR references as outlined in Note 8 Borrowings and Finance Lease Obligations, Note 20, Fair Value Measurements, and Note 21, Derivative Financial Instruments, only the obligations under Mortgage Debt, Credit Facilities, and Interest Rate Swap Agreements are impacted by this guidance. The Company does not expect this guidance to have a material impact on its consolidated financial position, results of operations or cash flows. |
Description of the Business a_3
Description of the Business and Summary of Significant Accounting Policies and Practices (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of useful lives of property and equipment | Depreciation and amortization of property and equipment are provided using the straight-line method over the following useful lives: Building and building improvements 10 to 39 years Furniture, fixtures and equipment 2 to 10 years |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Accounts receivable is summarized as follows (in thousands): Jan 28, 2023 Jan 29, 2022 Trade $ 306,737 $ 299,160 Royalty 37,521 33,790 Other 6,235 6,945 350,493 339,895 Less allowances 8,554 11,039 $ 341,939 $ 328,856 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consist of the following (in thousands): Jan 28, 2023 Jan 29, 2022 Raw materials $ 1,807 $ 1,228 Work in progress 3 3 Finished goods 509,089 461,064 $ 510,899 $ 462,295 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment is summarized as follows (in thousands): Jan 28, 2023 Jan 29, 2022 Land, buildings and improvements $ 51,017 $ 51,530 Leasehold improvements 353,106 354,040 Furniture, fixtures and equipment 459,113 433,158 Construction in progress 14,545 18,749 Assets under finance leases 37,849 36,694 915,630 894,171 Less accumulated depreciation and amortization 675,275 665,406 $ 240,355 $ 228,765 |
Schedule of impairments to property and equipment | Impairments to property and equipment are summarized as (in thousands): Jan 28, 2023 Jan 29, 2022 Aggregate carrying value of property and equipment impaired $ 44,284 $ 24,422 Less property and equipment impairment charges 9,474 2,414 Aggregate remaining fair value of property and equipment impaired $ 34,810 $ 22,008 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of goodwill activity by business segment | Goodwill activity is summarized by business segment as follows (in thousands): Americas Retail Americas Wholesale Europe Total Goodwill balance at January 30, 2021 $ 1,747 $ 9,969 $ 25,020 $ 36,736 Adjustments: Translation adjustments — — (1,851) (1,851) Goodwill balance at January 29, 2022 1,747 9,969 23,169 34,885 Adjustments: Translation adjustments (26) (5) (577) (608) Goodwill balance at January 28, 2023 $ 1,721 $ 9,964 $ 22,592 $ 34,277 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Payables and Accruals [Abstract] | |
Summary of accrued expenses | Accrued expenses and other current liabilities are summarized as follows (in thousands): Jan 28, 2023 Jan 29, 2022 Accrued compensation and benefits $ 73,107 $ 79,212 Allowance for sales returns 35,670 38,419 Sales and use taxes, property taxes and other indirect taxes 32,154 29,949 Income taxes 19,049 14,540 Allowance for markdowns 17,530 19,014 Derivative liabilities 14,665 — Deferred royalties and other revenue 12,719 12,852 Professional and legal fees 9,643 10,004 Construction costs 9,033 11,874 Loyalty programs 6,138 5,975 Other 33,330 31,343 $ 263,038 $ 253,182 |
Borrowings and Finance Lease _2
Borrowings and Finance Lease Obligations (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Debt Disclosure [Abstract] | |
Summary of borrowings and finance lease obligations | Borrowings and finance lease obligations are summarized as follows (in thousands): Jan 28, 2023 Jan 29, 2022 Term loans $ 25,516 $ 48,253 Finance lease obligations 19,865 22,943 Mortgage debt 17,189 17,860 Borrowings under credit facilities 70,304 12,201 Other 3,427 3,092 136,301 104,349 Less current installments 40,380 43,379 Long-term debt and finance lease obligations $ 95,921 $ 60,970 |
Summary of maturities of debt and finance lease obligations | Maturities of the Company’s debt and finance lease obligations as of January 28, 2023 are as follows (in thousands): Debt Finance Lease Total Fiscal 2024 $ 33,696 $ 6,684 $ 40,380 Fiscal 2025 10,176 5,118 15,294 Fiscal 2026 3,115 4,627 7,742 Fiscal 2027 15,101 2,047 17,148 Fiscal 2028 54,381 567 54,948 Thereafter — 822 822 Total principal payments 116,469 19,865 136,334 Less unamortized debt issuance costs 33 — 33 Total debt and finance lease obligations $ 116,436 $ 19,865 $ 136,301 |
Lease Accounting (Tables)
Lease Accounting (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Leases [Abstract] | |
Assets and liabilities, lessee | The components of leases are as follows (in thousands): Jan 28, 2023 Jan 29, 2022 Assets Balance Sheet Location Operating $ 636,148 $ 685,799 Operating right-of-use assets Finance 19,055 21,898 Property and equipment, net Total lease assets $ 655,203 $ 707,697 Liabilities Current: Operating $ 170,192 $ 195,516 Current portion of operating lease liabilities Finance 6,684 5,806 Current portion of borrowings and finance lease obligations Noncurrent: Operating 528,236 582,757 Long-term operating lease liabilities Finance 13,181 17,137 Long-term debt and finance lease obligations Total lease liabilities $ 718,293 $ 801,216 |
Lease cost | Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Income Statement Location Operating lease costs $ 175,752 $ 181,888 $ 205,065 Cost of product sales Operating lease costs 24,845 25,047 21,726 Selling, general and administrative expenses Operating lease costs 1 (2,267) (259) (2,801) Net gains on lease modifications Finance lease costs Amortization of leased assets 81 55 49 Cost of product sales Amortization of leased assets 6,177 5,525 3,834 Selling, general and administrative expenses Interest on lease liabilities 965 1,462 1,237 Interest expense Variable lease costs 2 92,331 75,339 52,304 Cost of product sales Variable lease costs 2 3,335 2,175 1,795 Selling, general and administrative expenses Short-term lease costs 351 366 694 Cost of product sales Short-term lease costs 6,141 4,856 5,023 Selling, general and administrative expenses Total lease costs $ 307,711 $ 296,454 $ 288,926 ______________________________________________________________________ 1 During fiscal 2023, fiscal 2022 and fiscal 2021 net gains on lease modifications related primarily to the early termination of lease agreements for certain of the Company’s retail locations. Operating lease costs for these retail locations prior to the early termination were included in cost of product sales. 2 During fiscal 2023, fiscal 2022 and fiscal 2021 variable lease costs included certain rent concessions received by the Company, primarily in Europe, of approximately $5.2 million, $17.3 million and $33.1 million, respectively. |
Operating lease liabilities maturity schedule | Maturities of the Company’s operating and finance lease liabilities as of January 28, 2023 are as follows (in thousands): Operating Leases Non-Related Parties Related Parties Finance Leases Total Maturity of Lease Liabilities: Fiscal 2024 $ 187,683 $ 7,843 $ 7,452 $ 202,978 Fiscal 2025 135,585 7,230 5,567 148,382 Fiscal 2026 103,192 6,837 5,113 115,142 Fiscal 2027 84,184 7,538 2,607 94,329 Fiscal 2028 64,350 7,705 790 72,845 Thereafter 160,557 20,803 — 181,360 Total lease payments 735,551 57,956 21,529 815,036 Less: Interest 81,596 13,483 1,664 96,743 Present value of lease liabilities $ 653,955 $ 44,473 $ 19,865 $ 718,293 |
Finance lease liabilities maturity schedule | Maturities of the Company’s operating and finance lease liabilities as of January 28, 2023 are as follows (in thousands): Operating Leases Non-Related Parties Related Parties Finance Leases Total Maturity of Lease Liabilities: Fiscal 2024 $ 187,683 $ 7,843 $ 7,452 $ 202,978 Fiscal 2025 135,585 7,230 5,567 148,382 Fiscal 2026 103,192 6,837 5,113 115,142 Fiscal 2027 84,184 7,538 2,607 94,329 Fiscal 2028 64,350 7,705 790 72,845 Thereafter 160,557 20,803 — 181,360 Total lease payments 735,551 57,956 21,529 815,036 Less: Interest 81,596 13,483 1,664 96,743 Present value of lease liabilities $ 653,955 $ 44,473 $ 19,865 $ 718,293 |
Other supplemental information | Other supplemental information is as follows (in thousands): Jan 28, 2023 Lease Term and Discount Rate: Weighted-average remaining lease term (years) Operating leases 6.2 years Finance leases 3.6 years Weighted-average discount rate Operating leases 4.2% Finance leases 4.8% Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 220,767 $ 225,652 $ 193,776 New operating ROU assets obtained in exchange for lease liabilities $ 131,363 $ 156,102 $ 189,412 |
Convertible Senior Notes and _2
Convertible Senior Notes and Related Transactions (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Notes | The Notes consist of the following components at (in thousands): Jan 28, 2023 Jan 29, 2022 Liability component: Principal $ 300,000 $ 300,000 Unamortized debt discount 1 — (27,498) Unamortized issuance costs (1,069) (1,907) Net carrying amount $ 298,931 $ 270,595 Equity component, net 2 $ (759) $ 42,320 ______________________________________________________________________ 1 Due to adoption of the authoritative guidance, unamortized debt discount was derecognized on January 30, 2022. 2 As a result of adoption of the authoritative guidance on January 30, 2022, the equity component was eliminated and recorded as an adjustment to retained earnings. As of January 28, 2023, the balance is associated with convertible bond hedge issuance costs and deferred income taxes, which are not impacted by the adoption. As of January 29, 2022, the balance was included in paid-in capital within stockholders’ equity on the consolidated balance sheets and is net of debt issuance costs and deferred taxes. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Stockholders' Equity Note [Abstract] | |
Dividends declared | The following sets forth the cash dividend declared per share: Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Cash dividend declared per share $ 0.9000 $ 0.5625 $ 0.2250 |
Schedule of changes in accumulated other comprehensive income (loss), net of related income taxes | The changes in accumulated other comprehensive income (loss), net of related income taxes, are (in thousands): 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 31,319 (5,709) (1,203) 24,407 Reclassification to net loss for (gains) losses realized — (5,467) 295 (5,172) Net other comprehensive income (loss) 31,319 (11,176) (908) 19,235 Balance at January 30, 2021 $ (105,970) $ (4,876) $ (9,829) $ (120,675) Gains (losses) arising during the period (29,891) 10,121 2,550 (17,220) Reclassification to net earnings for losses realized — 2,035 311 2,346 Net other comprehensive income (loss) (29,891) 12,156 2,861 (14,874) Balance at January 29, 2022 $ (135,861) $ 7,280 $ (6,968) $ (135,549) Gains arising during the period 6,693 47 3,177 9,917 Reclassification to net earnings for (gains) losses realized — (8,911) 470 (8,441) Net other comprehensive income (loss) 6,693 (8,864) 3,647 1,476 Balance at January 28, 2023 $ (129,168) $ (1,584) $ (3,321) $ (134,073) |
Reclassifications out of accumulated other comprehensive income (loss) to net earnings (loss) | Details on reclassifications out of accumulated other comprehensive income (loss) to net earnings (loss) are as follows (in thousands): Year Ended Location of (Gain) Loss Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Derivative financial instruments designated as cash flow hedges: Foreign exchange currency contracts $ (9,988) $ 2,051 $ (6,298) Cost of product sales Interest rate swap (28) 272 181 Interest expense Less income tax effect 1,105 (288) 650 Income tax expense (8,911) 2,035 (5,467) Defined benefit plans: Net actuarial loss amortization 615 420 397 Other expense Prior service credit amortization (90) (67) (66) Other expense Less income tax effect (55) (42) (36) Income tax expense 470 311 295 Total reclassifications to net earnings (loss) for (gains) losses realized during the period $ (8,441) $ 2,346 $ (5,172) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense (benefit) | Income tax expense (benefit) is summarized as follows (in thousands): Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Federal: Current $ 8 $ 149,811 $ (2,390) Deferred 10,577 9,859 (5,274) State: Current (1,963) 10,433 248 Deferred 85 2,443 (598) Foreign: Current 28,844 13,592 8,285 Deferred (1,049) (112,458) (6,609) Total $ 36,502 $ 73,680 $ (6,338) |
Schedule of effective income tax rate reconciliation | Actual income tax expense (benefit) differs from expected income tax expense (benefit) obtained by applying the statutory federal income tax rate to earnings before income taxes as follows: Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Computed “expected” tax rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 1.1 % 1.6 % 1.2 % Unrecognized tax liabilities (benefits) 2.5 % (0.6 %) (6.6 %) GILTI 2.4 % 0.6 % — % Non-deductible permanent differences 1.6 % 0.6 % 0.4 % Tax Reform - repatriation tax adjustment 0.4 % 0.2 % — % Subpart F Income — % 4.5 % — % Non-deductible participation loss — % 1.8 % 3.6 % Intra-entity intellectual property transfer tax rate difference 1 — % 1.6 % — % SERP/TOLI — % (0.1 %) 1.9 % Foreign derived intangible income 2 — % (1.5 %) — % Share-based compensation (0.2 %) (0.4 %) 1.8 % Prior year income tax adjustments (1.2 %) 0.4 % 1.3 % Valuation reserve 3 (4.0 %) 0.7 % (26.9 %) Non-U.S. tax expense (benefit) versus U.S. federal statutory tax rate 4 (4.8 %) (2.4 %) 9.1 % Other, net (0.4 %) 1.0 % 0.5 % Effective income tax rate 18.4 % 29.0 % 7.3 % ______________________________________________________________________ 1 During fiscal 2022, the Company completed an intra-entity transfer of intellectual property rights from a U.S. entity to a wholly-owned Swiss subsidiary, resulting in an income tax rate difference of $4.0 million as of January 29, 2022. As of January 28, 2023, the updated rate difference is $5.1 million. 2 During fiscal 2022, the Company recognized an additional foreign-derived intangible income tax benefits of $37.0 million related to the intra-entity transfer of intellectual property rights. 3 Amounts relate primarily to the release of the valuation reserve offset by valuation reserves on net operating losses, other deferred income tax assets arising during the respective period jurisdictions where there have been cumulative net operating losses, limiting the Company’s ability to consider other subjective evidence to continue to recognize the existing deferred income tax assets. 4 The jurisdictional location of pre-tax income (loss) may represent a significant component of the Company’s effective income tax rate as earnings (loss) in foreign jurisdictions are taxed at rates different from the U.S. statutory income tax rate. These amounts exclude the impact of net changes in valuation allowances, audit and other adjustments related to the Company’s non-U.S. operations, as they are reported separately in the appropriate corresponding line items. |
Schedule of total income tax expense (benefit) allocation | Total income tax expense (benefit) is allocated as follows (in thousands): Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Operations $ 36,502 $ 73,680 $ (6,338) Stockholders’ equity 450 2,264 (1,534) Convertible debt (6,207) — — Total income tax expense (benefit) $ 30,745 $ 75,944 $ (7,872) |
Schedule of tax effects of components of other comprehensive income (loss) | The income tax effects of the components of other comprehensive income (loss) are allocated as follows (in thousands): Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Derivative financial instruments designated as cash flow hedges $ (945) $ 1,627 $ (1,387) Defined benefit plans 1,395 637 (147) Total income tax expense (benefit) $ 450 $ 2,264 $ (1,534) |
Schedule of total earnings before income tax expense and noncontrolling interest | Total earnings (loss) before income tax expense (benefit) and noncontrolling interests are comprised as follows (in thousands): Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Domestic operations $ 45,317 $ 141,920 $ (27,984) Foreign operations 152,729 111,809 (59,095) Earnings (loss) before income tax expense (benefit) and noncontrolling interests $ 198,046 $ 253,729 $ (87,079) |
Schedule of tax effects of temporary differences | The income tax effects of temporary differences that give rise to significant portions of deferred income tax assets and liabilities are as follows (in thousands): Jan 28, 2023 Jan 29, 2022 Deferred income tax assets: Operating lease liabilities $ 156,234 $ 169,771 Intangible assets 95,119 109,887 Net operating losses 45,384 38,583 Defined benefit plans 10,186 11,762 Deferred compensation 7,177 7,632 Deferred income 5,076 5,771 Inventory valuation 4,025 1,679 Convertible senior notes hedge transactions 3,919 6,884 Goodwill amortization 2,019 4,657 Sales return and other reserves 1,615 2,710 Account receivable reserve 1,454 1,780 Lease incentives 1,438 1,918 Accrued bonus 1,046 2,575 Uniform capitalization 919 1,004 Excess of financial accounting over tax depreciation/amortization 649 1,784 Other, net 13,449 13,826 Total deferred income tax assets 349,709 382,223 Deferred income tax liabilities: Operating right-of-use assets (146,243) (155,618) Convertible senior notes debt discount — (6,207) Valuation allowances (45,063) (55,278) Net deferred income tax assets $ 158,403 $ 165,120 |
Schedule of reconciliation of unrecognized tax benefit | A reconciliation of the beginning and ending amount of gross unrecognized income tax benefit (excluding interest and penalties) is as follows (in thousands): Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Beginning balance $ 51,736 $ 34,246 $ 29,183 Additions: Income tax positions related to the prior year 3,954 280 110 Income tax positions related to the current year 454 21,616 8,204 Reductions: Income tax positions related to the prior year (70) (2,405) (3,251) Income tax positions related to the current year — (2,001) — Foreign currency translation — — — Ending balance $ 56,074 $ 51,736 $ 34,246 |
Defined Benefit Plans (Tables)
Defined Benefit Plans (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of net periodic defined benefit pension cost and other charges to comprehensive income (loss) and accumulated other comprehensive income (loss) | The components of net periodic defined benefit pension cost to accumulated other comprehensive income (loss) related to the Company’s defined benefit plans are as follows (in thousands): SERP Foreign Pension Plans Total Year Ended January 28, 2023 Service cost $ — $ 3,008 $ 3,008 Interest cost 1,333 221 1,554 Expected return on plan assets — (271) (271) Net amortization of unrecognized prior service credit — (90) (90) Net amortization of actuarial losses 17 598 615 Net periodic defined benefit pension cost $ 1,350 $ 3,466 $ 4,816 Unrecognized prior service credit charged to comprehensive income (loss) $ — $ (90) $ (90) Unrecognized net actuarial loss charged to comprehensive income (loss) 17 598 615 Net actuarial gains (losses) 6,649 (2,759) 3,890 Foreign currency and other adjustments — 627 627 Related tax impact (1,547) 152 (1,395) Total periodic defined benefit pension cost and other charges to other comprehensive income (loss) and accumulated other comprehensive income (loss) $ 5,119 $ (1,472) $ 3,647 Year Ended January 29, 2022 Service cost $ — $ 3,142 $ 3,142 Interest cost 1,155 74 1,229 Expected return on plan assets — (206) (206) Net amortization of unrecognized prior service credit — (67) (67) Net amortization of actuarial losses 81 339 420 Net periodic defined benefit pension cost $ 1,236 $ 3,282 $ 4,518 Unrecognized prior service credit charged to comprehensive income (loss) $ — $ (67) $ (67) Unrecognized net actuarial loss charged to comprehensive income (loss) 81 339 420 Net actuarial gains 2,067 738 2,805 Foreign currency and other adjustments — 340 340 Related tax impact (496) (141) (637) Total periodic defined benefit pension cost and other charges to other comprehensive income (loss) and accumulated other comprehensive income (loss) $ 1,652 $ 1,209 $ 2,861 SERP Foreign Pension Plans Total Year Ended January 30, 2021 Service cost $ — $ 3,155 $ 3,155 Interest cost 1,277 32 1,309 Expected return on plan assets — (186) (186) Net amortization of unrecognized prior service credit — (66) (66) Net amortization of actuarial losses 40 357 397 Net periodic defined benefit pension cost $ 1,317 $ 3,292 $ 4,609 Unrecognized prior service credit charged to comprehensive income (loss) $ — $ (66) $ (66) Unrecognized net actuarial loss charged to comprehensive income (loss) 40 357 397 Net actuarial losses (767) (236) (1,003) Foreign currency and other adjustments — (383) (383) Related tax impact 168 (21) 147 Total periodic defined benefit pension cost and other charges to other comprehensive income (loss) and accumulated other comprehensive income (loss) $ (559) $ (349) $ (908) |
Schedule of accumulated other comprehensive income (loss), before tax, that have not yet been recognized in net periodic defined benefit pension cost | Included in accumulated other comprehensive income (loss), before income tax, are the following amounts that have not yet been recognized in net periodic defined benefit pension cost as follows (in thousands): Jan 28, 2023 Jan 29, 2022 SERP Foreign Pension Plans Total SERP Foreign Pension Plans Total Unrecognized prior service credit $ — $ (815) $ (815) $ — $ (227) $ (227) Unrecognized net actuarial loss (2,118) 6,283 4,165 4,550 4,071 8,621 Total included in accumulated other comprehensive loss $ (2,118) $ 5,468 $ 3,350 $ 4,550 $ 3,844 $ 8,394 |
Schedule of the funded status of the Company's defined benefit plans and the amounts recognized in the Company's consolidated balance sheets | The following summarizes the funded status of the Company’s defined benefit plans and the amounts recognized in the Company’s consolidated balance sheets are as follows (in thousands): Jan 28, 2023 Jan 29, 2022 SERP Foreign Pension Plans Total SERP Foreign Pension Plans Total Projected benefit obligation $ (42,367) $ (47,366) $ (89,733) $ (49,431) $ (42,740) $ (92,171) Plan assets at fair value 1 — 41,193 41,193 — 38,015 38,015 Net liability 2 $ (42,367) $ (6,173) $ (48,540) $ (49,431) $ (4,725) $ (54,156) ______________________________________________________________________ 1 The SERP is a non-qualified pension plan and hence the insurance policies are not considered to be plan assets. Accordingly, the table above does not include the insurance policies with cash surrender values of $64.4 million and $70.9 million as of January 28, 2023 and January 29, 2022, respectively. 2 The net liability was included in accrued expenses and other long-term liabilities in the Company’s consolidated balance sheets depending on the expected timing of payments. |
Schedule of reconciliation of the changes in the projected benefit obligation | A reconciliation of the changes in the projected benefit obligation is as follows (in thousands): SERP Foreign Pension Plans Total Balance at January 30, 2021 $ 52,268 $ 41,461 $ 93,729 Service cost — 3,142 3,142 Interest cost 1,155 74 1,229 Actuarial gains (2,085) (497) (2,582) Contributions by plan participants — 3,764 3,764 Payments (1,907) (3,104) (5,011) Foreign currency and other adjustments — (2,100) (2,100) Balance at January 29, 2022 $ 49,431 $ 42,740 $ 92,171 Service cost — 3,008 3,008 Interest cost 1,333 221 1,554 Actuarial (gains) losses (6,649) 2,994 (3,655) Contributions by plan participants — 2,622 2,622 Payments (1,748) (3,905) (5,653) Foreign currency and other adjustments — (314) (314) Balance at January 28, 2023 $ 42,367 $ 47,366 $ 89,733 |
Schedule of reconciliation of the changes in plan assets for foreign pension plans | A reconciliation of the changes in plan assets for the Company’s foreign pension plans is as follows (in thousands): Plan Assets Balance at January 30, 2021 $ 35,015 Actual return on plan assets 447 Contributions by employer 3,582 Contributions by plan participants 3,764 Payments (3,104) Foreign currency and other adjustments (1,689) Balance at January 29, 2022 $ 38,015 Actual return on plan assets 506 Contributions by employer 3,645 Contributions by plan participants 2,622 Payments (3,905) Foreign currency and other adjustments 310 Balance at January 28, 2023 $ 41,193 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of reconciliation of the total carrying amount of redeemable noncontrolling interests | A reconciliation of the total carrying amount of redeemable noncontrolling interests is (in thousands): Year Ended Jan 28, 2023 Jan 29, 2022 Beginning balance $ 9,500 $ 3,920 Redeemable noncontrolling interest redemption value adjustment — 5,654 Foreign currency translation adjustment (346) (74) Ending balance $ 9,154 $ 9,500 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Segment Reporting [Abstract] | |
Summary of net revenue, earnings (loss) from operations and capital expenditures by segment | Segment information is summarized as follows (in thousands): Year Ended Jan 28, 2023 1 Jan 29, 2022 1 Jan 30, 2021 1 Net revenue: Americas Retail $ 758,100 $ 759,117 $ 510,806 Americas Wholesale 206,208 201,202 117,607 Europe 1,380,790 1,297,550 941,546 Asia 2 238,815 237,053 232,574 Licensing 103,437 96,709 73,996 Total net revenue $ 2,687,350 $ 2,591,631 $ 1,876,529 Earnings (loss) from operations: Americas Retail $ 87,184 $ 124,902 $ (15,776) Americas Wholesale 46,266 53,731 19,912 Europe 159,629 174,860 66,790 Asia 2 (4,811) (4,114) (20,758) Licensing 92,117 88,136 67,938 Total segment earnings from operations 380,385 437,515 118,106 Corporate overhead (124,935) (129,588) (100,962) Asset impairment charges 3 (9,544) (3,149) (80,442) Net gains on lease modifications 4 2,267 259 2,801 Total earnings (loss) from operations $ 248,173 $ 305,037 $ (60,497) Capital expenditures: Americas Retail $ 23,149 $ 7,152 $ 3,052 Americas Wholesale 4,039 1,024 53 Europe 51,265 47,034 12,631 Asia 3,932 4,337 1,915 Corporate overhead 7,118 3,974 1,225 Total capital expenditures $ 89,503 $ 63,521 $ 18,876 ______________________________________________________________________ 1 The Company operates on a 52/53-week fiscal year calendar, which ends on the Saturday nearest to January 31 of each year. 2 Within Asia, the Company recorded a loss from operations in China during fiscal 2021, which included approximately $12 million for inventory obsolescence, as well as additional reserves for returns and markdowns, primarily due to the COVID-19 pandemic. 3 During fiscal 2023, fiscal 2022 and fiscal 2021, the Company recognized asset impairment charges related primarily to the impairment of certain operating lease ROU assets and impairment of property and equipment related to certain retail stores resulting from lower revenue and future cash flow projections from the ongoing effects of the COVID-19 pandemic and expected store closures. Refer to Note 5 and Note 9 for further information. 4 During fiscal 2023, fiscal 2022 and fiscal 2021, the Company recorded net gains on lease modifications related primarily to the early termination of certain lease agreements. Refer to Note 1 for more information regarding the net gains on lease modifications. |
Summary of net revenue and long-lived assets by country | The below presents information regarding geographic areas in which the Company operated. Net revenue is classified primarily based on the country where the Company’s customer is located as follows (in thousands): Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Net product sales: U.S. $ 673,868 $ 722,610 $ 461,555 Italy 289,170 265,106 182,115 Germany 187,888 189,083 138,762 Canada 175,485 150,339 104,432 Spain 150,045 137,037 97,032 South Korea 140,449 126,563 120,703 Other foreign countries 967,008 904,184 697,934 Total product sales 2,583,913 2,494,922 1,802,533 Net royalties 103,437 96,709 73,996 Net revenue $ 2,687,350 $ 2,591,631 $ 1,876,529 The Company’s long-lived assets by geographic location are as follows (in thousands): Jan 28, 2023 Jan 29, 2022 Long-lived assets: U.S. $ 232,061 $ 256,685 Italy 140,261 115,356 Germany 48,095 38,757 Canada 17,315 23,994 Spain 107,859 121,392 South Korea 8,174 8,440 Other foreign countries 378,471 412,478 Total long-lived assets $ 932,236 $ 977,102 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted net earnings (loss) per common share attributable to common stockholders | The computation of basic and diluted net earnings (loss) per common share attributable to common stockholders is (in thousands, except per share data): Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Net earnings (loss) attributable to Guess?, Inc. $ 149,610 $ 171,363 $ (81,229) Less net earnings attributable to nonvested restricted stockholders 1,405 1,831 181 Net earnings (loss) attributable to common stockholders 148,205 169,532 (81,410) Add interest expense related to the Notes 4,896 — — Net earnings (loss) attributable to common stockholders used in diluted computations $ 153,101 $ 169,532 $ (81,410) Weighted average common shares used in basic computations 56,484 64,021 64,179 Effect of dilutive securities: Stock options and restricted stock units 1 1,639 1,898 — The Notes 11,964 — — Weighted average common shares used in diluted computations 70,087 65,919 64,179 Net earnings (loss) per common share attributable to common stockholders: Basic $ 2.62 $ 2.65 $ (1.27) Diluted $ 2.18 $ 2.57 $ (1.27) ______________________________________________________________________ 1 For fiscal 2021, there were 867,704 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. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of share-based compensation expense recognized under all of the Company's stock plans | The following summarizes the share-based compensation expense recognized under all of the Company’s stock plans (in thousands): Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Stock options $ 2,709 $ 3,528 $ 3,430 Stock awards/units 17,478 17,385 15,110 ESPP 208 206 290 Total share-based compensation expense $ 20,395 $ 21,119 $ 18,830 |
Schedule of stock option activity under all of the Company's stock plans | The following summarizes the stock option activity under all of the Company’s stock plans: Number of Shares Weighted Average Weighted Average Aggregate Options outstanding at January 29, 2022 3,097,158 $ 16.58 Granted — $ — Exercised (242,647) $ 15.06 Forfeited (166,782) $ 13.87 Expired (118,100) $ 30.89 Options outstanding at January 28, 2023 2,569,629 $ 16.24 5.46 $ 17,915 Exercisable at January 28, 2023 2,022,700 $ 16.89 5.12 $ 13,045 |
Schedule of weighted average assumptions used for stock option grants | The following weighted average assumptions were used for grants: Year Ended Valuation Assumptions Jan 30, 2021 Risk-free interest rate 0.3 % Expected stock price volatility 91.6 % Expected dividend yield 5.1 % Expected life of stock options 4.3 years |
Schedule of nonvested stock awards/units activity under all of the Company's stock plans | The following summarizes the nonvested stock awards/units activity under all of the Company’s stock plans: Number of Awards/Units Weighted Average Grant Date Fair Value Nonvested at January 29, 2022 2,275,593 $ 16.72 Granted 1,049,886 $ 19.74 Vested (799,229) $ 17.85 Forfeited (185,958) $ 15.18 Nonvested at January 28, 2023 2,340,292 $ 17.81 |
Schedule of activity for nonvested performance-based units and nonvested market-based units | The following summarizes the activity for nonvested performance-based units and nonvested market-based units included in the above: Performance-Based Units Market-Based Units Number of Units Weighted Average Grant Date Fair Value Number of Units Weighted Average Grant Date Fair Value Nonvested at January 29, 2022 643,813 $ 18.78 877,813 $ 14.22 Granted 294,985 $ 20.34 156,845 $ 14.66 Vested (314,453) $ 17.31 — $ — Forfeited (11,718) $ 26.40 (87,871) $ 9.39 Nonvested at January 28, 2023 612,627 $ 20.14 946,787 $ 14.75 |
Schedule of assumptions used for market-based nonvested stock units | The following assumptions were used for the grants: Year Ended Valuation Assumptions Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Risk-free interest rate 2.8 % 0.6 % 0.2 % Expected stock price volatility 71.3 % 78.4 % 62.8 % Expected dividend yield — % — % — % Expected life of market-based awards 2.7 years 3.5 years 2.6 years |
Schedule of weighted average assumptions used for ESPP | The fair value of stock compensation expense associated with the Company’s ESPP was estimated on the date of grant using the Black-Scholes option-pricing valuation model with the following weighted average assumptions used for grants: Year Ended Valuation Assumptions Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Risk-free interest rate 2.4 % 0.0 % 0.1 % Expected stock price volatility 55.4 % 50.4 % 145.9 % Expected dividend yield 5.3 % 2.4 % 1.4 % Expected life of ESPP options 3 months 3 months 3 months |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy for assets and liabilities measured at fair value on a recurring basis | The following presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in thousands): Fair Value Measurements at Jan 28, 2023 Fair Value Measurements at Jan 29, 2022 Recurring Fair Value Measures Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Foreign exchange currency contracts $ — $ 2,219 $ — $ 2,219 $ — $ 7,133 $ — $ 7,133 Interest rate swap — 1,034 — 1,034 — — — — Total $ — $ 3,253 $ — $ 3,253 $ — $ 7,133 $ — $ 7,133 Liabilities: Foreign exchange currency contracts $ — $ 16,704 $ — $ 16,704 $ — $ — $ — $ — Interest rate swap — — — — — 74 — 74 Deferred compensation obligations — 15,187 — 15,187 — 15,794 — 15,794 Total $ — $ 31,891 $ — $ 31,891 $ — $ 15,868 $ — $ 15,868 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of fair value of derivative instruments in the consolidated balance sheets | The fair value of derivative instruments in the consolidated balance sheets is as follows (in thousands): Fair Value at Jan 28, 2023 Fair Value at Jan 29, 2022 Derivative Balance Sheet Location ASSETS: Derivatives designated as hedging instruments: Cash flow hedges: Foreign exchange currency contracts $ 1,073 $ 5,999 Other current assets/Other assets Interest rate swap 1,034 — Other assets Total derivatives designated as hedging instruments 2,107 5,999 Derivatives not designated as hedging instruments: Foreign exchange currency contracts 1,146 1,134 Other current assets Total $ 3,253 $ 7,133 LIABILITIES: Derivatives designated as hedging instruments: Cash flow hedges: Foreign exchange currency contracts $ 12,930 $ — Accrued expenses/Other long-term liabilities Interest rate swaps — 74 Other long-term liabilities Total derivatives designated as hedging instruments 12,930 74 Derivatives not designated as hedging instruments: Foreign exchange currency contracts 3,774 — Accrued expenses and other current liabilities Total $ 16,704 $ 74 |
Summary of gains (losses) before taxes recognized on the derivative instruments designated as cash flow hedges in accumulated other comprehensive income (loss) and net earnings (loss) | The following summarizes the gains (losses) before income taxes recognized on the derivative instruments designated as cash flow hedges in OCI and net earnings (loss) (in thousands): Gain (Loss) Recognized in OCI Gain (Loss) Reclassified from Accumulated OCI into Earnings (Loss) Location of Gain (Loss) Reclassified from Accumulated OCI into Earnings (Loss) Year Ended January 28, 2023 Foreign exchange currency contracts $ (929) $ 9,988 Cost of product sales Interest rate swap 1,136 28 Interest expense Year Ended January 29, 2022 Foreign exchange currency contracts $ 10,807 $ (2,051) Cost of product sales Interest rate swap 653 (272) Interest expense Year Ended January 30, 2021 Foreign exchange currency contracts $ (5,614) $ 6,298 Cost of product sales Interest rate swap (832) (181) Interest expense |
Summary of net after-tax derivative activity recorded in accumulated other comprehensive income (loss) | The following summarizes net after income tax derivative activity recorded in accumulated other comprehensive income (loss) (in thousands): Year Ended Jan 28, 2023 Jan 29, 2022 Beginning balance gain (loss) $ 7,280 $ (4,876) Net gains from changes in cash flow hedges 47 10,121 Net (gains) losses reclassified to earnings (loss) (8,911) 2,035 Ending balance gain (loss) $ (1,584) $ 7,280 |
Summary of gains (loss) before taxes recognized on the derivative instruments not designated as hedging instruments in other income and expense | The following summarizes the gains (losses) before income taxes recognized on the derivative instruments not designated as hedging instruments in other income (expense) (in thousands): Location of Gain (Loss) Recognized in Earnings (Loss) Gain (Loss) Recognized in Earnings (Loss) Year Ended Jan 28, 2023 Jan 29, 2022 Jan 30, 2021 Foreign exchange currency contracts Other expense $ (2,833) $ 1,941 $ (5,117) |
Description of the Business a_4
Description of the Business and Summary of Significant Accounting Policies and Practices - General (Details) - segment | 12 Months Ended | |||
Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Summary of Significant Accounting Policies | ||||
Fiscal period duration | 364 days | 364 days | 364 days | |
Number of reportable segments | 5 | |||
Forecast | ||||
Summary of Significant Accounting Policies | ||||
Fiscal period duration | 371 days |
Description of the Business a_5
Description of the Business and Summary of Significant Accounting Policies and Practices - Revenue Recognition (Details) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 USD ($) subsidiary | Jan. 29, 2022 USD ($) | Jan. 30, 2021 USD ($) | |
Products Transferred At A Point In Time | |||
Payment period | 1 year | ||
Percentage of receivables | 50% | ||
Sales Return Allowances | |||
Allowance for sales returns | $ 35,670 | $ 38,419 | |
Gift Cards | |||
Number of subsidiaries that issue gift cards | subsidiary | 1 | ||
Net revenue | $ 2,687,350 | 2,591,631 | $ 1,876,529 |
Loyalty Programs | |||
Expiration period of unredeemed points (in months) | 6 months | ||
Expiration period of unredeemed awards (in months) | 2 months | ||
Increase (decrease) in net revenue | $ (200) | (600) | 400 |
Selling, general and administrative expenses | |||
Clarification of Certain Costs and Expenses | |||
Distribution costs | 61,600 | 60,200 | 51,000 |
Allowance for markdowns | |||
Loyalty Programs | |||
Deferred royalties, current | 17,530 | 19,014 | |
Gift card breakage | |||
Gift Cards | |||
Net revenue | 700 | 1,000 | 400 |
Loyalty programs | |||
Loyalty Programs | |||
Deferred royalties, current | 6,138 | 5,975 | |
Royalties | |||
Gift Cards | |||
Net revenue | 103,437 | 96,709 | 73,996 |
Intellectual Property Transferred Over Time | |||
Net royalties recognized | $ 13,400 | 14,000 | $ 13,000 |
Royalties | Minimum | |||
Products Transferred At A Point In Time | |||
Payment period | 3 years | ||
Royalties | Maximum | |||
Products Transferred At A Point In Time | |||
Payment period | 10 years | ||
Accrued expenses and other current liabilities | |||
Sales Return Allowances | |||
Allowance for sales returns | $ 35,700 | 38,400 | |
Accrued expenses and other current liabilities | Allowance for markdowns | |||
Markdown Allowances | |||
Allowance for markdowns | 17,500 | 19,000 | |
Gift Cards | |||
Gift card liability | 17,500 | 19,000 | |
Accrued expenses and other current liabilities | Gift cards | |||
Markdown Allowances | |||
Allowance for markdowns | 4,700 | 4,400 | |
Gift Cards | |||
Gift card liability | 4,700 | 4,400 | |
Accrued expenses and other current liabilities | Royalties | |||
Loyalty Programs | |||
Deferred royalties, current | 4,800 | 5,100 | |
Other current assets | |||
Sales Return Allowances | |||
Cost of sales returns | 16,500 | 14,500 | |
Other long-term liabilities | Royalties | |||
Intellectual Property Transferred Over Time | |||
Deferred royalties, noncurrent | $ 15,200 | $ 14,300 | |
Europe | |||
Products Transferred At A Point In Time | |||
Percentage of receivables | 59% | ||
U.S. retail business | |||
Gift Cards | |||
Gift card breakage rate (as a percent) | 8% | ||
Canadian retail business | |||
Gift Cards | |||
Gift card breakage rate (as a percent) | 7.90% |
Description of the Business a_6
Description of the Business and Summary of Significant Accounting Policies and Practices - Advertising and Marketing Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Advertising and marketing expense | $ 51.5 | $ 48.5 | $ 39 |
Description of the Business a_7
Description of the Business and Summary of Significant Accounting Policies and Practices - Foreign Currency (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Variable Interest Entity [Line Items] | ||||
Foreign currency translation adjustment | $ 8,400 | |||
Accumulated foreign currency translation loss | (572,751) | $ (653,643) | $ (565,580) | $ (661,347) |
Net foreign currency transaction losses | 22,900 | 32,100 | $ 1,700 | |
Foreign currency translation adjustment | ||||
Variable Interest Entity [Line Items] | ||||
Accumulated foreign currency translation loss | $ 132,500 | $ 140,900 |
Description of the Business a_8
Description of the Business and Summary of Significant Accounting Policies and Practices - Investment Securities (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 02, 2019 | Feb. 01, 2020 | |
Privately-held apparel company | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment in company | $ 2.3 | $ 8.3 | |||
Minority interest percentage held | 30.50% | 30% | 30% | ||
Privately-held apparel company | Other income/ expense | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Net loss from equity method investment | $ 0.5 | $ 0.1 | $ 4.7 | ||
Privately-held men's footwear company | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment in company | $ 0.9 | ||||
Minority interest percentage held | 30% |
Description of the Business a_9
Description of the Business and Summary of Significant Accounting Policies and Practices - Concentration of Credit Risk (Details) - country | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Supplier concentration risk | Cost of products sold | Two Largest Suppliers | |||
Concentration Risk [Line Items] | |||
Concentration of risk | 27% | 20% | 27% |
Supplier concentration risk | Cost of products sold | Suppliers Based in China | |||
Concentration Risk [Line Items] | |||
Concentration of risk | 33.33% | ||
Supplier concentration risk | Cost of products sold | Minimum | |||
Concentration Risk [Line Items] | |||
Concentration of risk, number of countries outside of the U.S. | 30 | ||
Two largest wholesale customers | Customer concentration risk | Net revenue | |||
Concentration Risk [Line Items] | |||
Concentration of risk | 3.30% | 3.90% | 3.40% |
Description of the Business _10
Description of the Business and Summary of Significant Accounting Policies and Practices - Depreciation and Amortization (Details) | 12 Months Ended |
Jan. 28, 2023 | |
Building and building improvements | Minimum | |
Summary of Significant Accounting Policies | |
Property and equipment, useful life | 10 years |
Building and building improvements | Maximum | |
Summary of Significant Accounting Policies | |
Property and equipment, useful life | 39 years |
Furniture, fixtures and equipment | Minimum | |
Summary of Significant Accounting Policies | |
Property and equipment, useful life | 2 years |
Furniture, fixtures and equipment | Maximum | |
Summary of Significant Accounting Policies | |
Property and equipment, useful life | 10 years |
Description of the Business _11
Description of the Business and Summary of Significant Accounting Policies and Practices - Net Gains on Lease Modifications (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net gains on lease modifications | $ 2,267 | $ 259 | $ 2,801 |
Description of the Business _12
Description of the Business and Summary of Significant Accounting Policies and Practices - Long-Lived Assets (Details) | 12 Months Ended |
Jan. 28, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Period of time new regular retail locations in penetrated markets would need to be opened to be considered for impairment | 1 year |
Description of the Business _13
Description of the Business and Summary of Significant Accounting Policies and Practices - Convertible Senior Notes (Details) - 2.00% Convertible Senior Notes Due 2024 - Senior notes | Apr. 30, 2019 USD ($) |
Summary of Significant Accounting Policies | |
Convertible debt issued | $ 300,000,000 |
Interest rate (as a percent) | 2% |
Description of the Business _14
Description of the Business and Summary of Significant Accounting Policies and Practices - Sale of Australia Stores and Korean Underwear Business (Details) $ in Thousands, $ in Millions | 12 Months Ended | ||||||
Feb. 01, 2020 USD ($) | Feb. 01, 2020 AUD ($) | Jan. 28, 2023 USD ($) | Jan. 29, 2022 USD ($) | Jan. 30, 2021 USD ($) | Jan. 30, 2021 AUD ($) | Feb. 01, 2020 AUD ($) | |
Summary of Significant Accounting Policies | |||||||
Disposal group, adjustment to purchase price | $ 0 | $ 0 | $ (510) | ||||
Disposed of by sale, not discontinued operations | Australia Retail Locations | |||||||
Summary of Significant Accounting Policies | |||||||
Selling price related to divestiture of business | $ 4,900 | $ 7.1 | |||||
Loss on sale | $ 800 | $ 1.2 | |||||
Disposal group, adjustment to purchase price | 500 | $ 0.7 | |||||
Disposed of by sale, not discontinued operations | Australia Retail Locations | Accounts receivable, net and other assets | |||||||
Summary of Significant Accounting Policies | |||||||
Selling price related to divestiture of business | $ 3,400 | $ 4.5 |
New Accounting Guidance (Detail
New Accounting Guidance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jan. 28, 2023 | Jan. 30, 2022 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Stockholders' equity | $ 572,751 | $ 653,643 | $ 565,580 | $ 661,347 | |
Government assistance recorded | $ 9,300 | ||||
Government Assistance Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag | government assistance | ||||
Paid-in Capital | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Stockholders' equity | $ 532,398 | 565,024 | 553,111 | 563,004 | |
Retained Earnings | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Stockholders' equity | 1,276,857 | 1,158,664 | $ 1,034,823 | $ 1,130,409 | |
2.00% Convertible Senior Notes Due 2024 | Senior notes | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Increase in the carrying amount of the Notes | $ 298,931 | $ 270,595 | |||
Accounting Standards Update 2020-06 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Reduction in deferred income tax liabilities | $ 6,200 | ||||
Accounting Standards Update 2020-06 | Paid-in Capital | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Stockholders' equity | (43,100) | ||||
Accounting Standards Update 2020-06 | Retained Earnings | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Stockholders' equity | 21,800 | ||||
Accounting Standards Update 2020-06 | 2.00% Convertible Senior Notes Due 2024 | Senior notes | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Increase in the carrying amount of the Notes | $ 27,500 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 |
Accounts receivable | ||
Accounts receivable, gross | $ 350,493 | $ 339,895 |
Less allowances | 8,554 | 11,039 |
Accounts receivable, net | 341,939 | 328,856 |
Trade | ||
Accounts receivable | ||
Accounts receivable, gross | 306,737 | 299,160 |
Royalty | ||
Accounts receivable | ||
Accounts receivable, gross | 37,521 | 33,790 |
Other | ||
Accounts receivable | ||
Accounts receivable, gross | $ 6,235 | $ 6,945 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,807 | $ 1,228 |
Work in progress | 3 | 3 |
Finished goods | 509,089 | 461,064 |
Inventories | 510,899 | 462,295 |
Allowance to write down inventories to the lower of cost or net realizable value | $ 30,300 | $ 31,800 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 |
Property and equipment | ||
Assets under finance leases, gross | $ 37,849 | $ 36,694 |
Property and equipment, gross | 915,630 | 894,171 |
Less accumulated depreciation and amortization | 675,275 | 665,406 |
Property and equipment, net | 240,355 | 228,765 |
Land, buildings and improvements | ||
Property and equipment | ||
Property and equipment excluding assets under finance lease, gross | 51,017 | 51,530 |
Leasehold improvements | ||
Property and equipment | ||
Property and equipment excluding assets under finance lease, gross | 353,106 | 354,040 |
Furniture, fixtures and equipment | ||
Property and equipment | ||
Property and equipment excluding assets under finance lease, gross | 459,113 | 433,158 |
Construction in progress | ||
Property and equipment | ||
Property and equipment excluding assets under finance lease, gross | $ 14,545 | $ 18,749 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 USD ($) retail_location | Jan. 29, 2022 USD ($) retail_location | Jan. 30, 2021 USD ($) | |
Property, Plant and Equipment [Abstract] | |||
Accumulated depreciation and amortization related to assets under finance leases | $ | $ 18,800 | $ 14,800 | |
Asset impairment charges | $ | $ 9,474 | $ 2,414 | $ 35,000 |
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset impairment charges | Asset impairment charges | Asset impairment charges |
Number of retail locations tested for impairment | retail_location | 519 | 496 | |
Number of retail locations impaired | retail_location | 80 | 42 |
Property and Equipment - Summ_2
Property and Equipment - Summary of Impairment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Aggregate carrying value of property and equipment impaired | $ 44,284 | $ 24,422 | |
Less property and equipment impairment charges | 9,474 | 2,414 | $ 35,000 |
Aggregate remaining fair value of property and equipment impaired | $ 34,810 | $ 22,008 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill at the beginning of the period | $ 34,885,000 | $ 36,736,000 |
Adjustments: | ||
Translation adjustments | (608,000) | (1,851,000) |
Goodwill at the end of the period | 34,277,000 | 34,885,000 |
Accumulated impairment related to goodwill | 0 | 0 |
Americas Retail | ||
Goodwill [Roll Forward] | ||
Goodwill at the beginning of the period | 1,747,000 | 1,747,000 |
Adjustments: | ||
Translation adjustments | (26,000) | 0 |
Goodwill at the end of the period | 1,721,000 | 1,747,000 |
Americas Wholesale | ||
Goodwill [Roll Forward] | ||
Goodwill at the beginning of the period | 9,969,000 | 9,969,000 |
Adjustments: | ||
Translation adjustments | (5,000) | 0 |
Goodwill at the end of the period | 9,964,000 | 9,969,000 |
Europe | ||
Goodwill [Roll Forward] | ||
Goodwill at the beginning of the period | 23,169,000 | 25,020,000 |
Adjustments: | ||
Translation adjustments | (577,000) | (1,851,000) |
Goodwill at the end of the period | $ 22,592,000 | $ 23,169,000 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 |
Accrued Expenses [Line Items] | ||
Accrued compensation and benefits | $ 73,107 | $ 79,212 |
Allowance for sales returns | 35,670 | 38,419 |
Sales and use taxes, property taxes and other indirect taxes | 32,154 | 29,949 |
Income taxes | 19,049 | 14,540 |
Derivative liabilities | 14,665 | 0 |
Professional and legal fees | 9,643 | 10,004 |
Construction costs | 9,033 | 11,874 |
Other | 33,330 | 31,343 |
Total accrued expenses | 263,038 | 253,182 |
Allowance for markdowns | ||
Accrued Expenses [Line Items] | ||
Contract with customer, liabilities | 17,530 | 19,014 |
Deferred royalties and other revenue | ||
Accrued Expenses [Line Items] | ||
Contract with customer, liabilities | 12,719 | 12,852 |
Loyalty programs | ||
Accrued Expenses [Line Items] | ||
Contract with customer, liabilities | $ 6,138 | $ 5,975 |
Borrowings and Finance Lease _3
Borrowings and Finance Lease Obligations - Summary of Borrowings and Finance Lease Obligations (Details) - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 |
Borrowings and finance lease obligations | ||
Term loans | $ 25,516 | $ 48,253 |
Finance lease obligations | 19,865 | 22,943 |
Mortgage debt | 17,189 | 17,860 |
Borrowings under credit facilities | 70,304 | 12,201 |
Other | 3,427 | 3,092 |
Less current installments | 40,380 | 43,379 |
Long-term debt and finance lease obligations | 95,921 | 60,970 |
Total | ||
Borrowings and finance lease obligations | ||
Total debt and finance lease obligations | 136,301 | 104,349 |
Less current installments | 40,380 | 43,379 |
Long-term debt and finance lease obligations | $ 95,921 | $ 60,970 |
Borrowings and Finance Lease _4
Borrowings and Finance Lease Obligations - Narrative (Details) | 12 Months Ended | ||||||
Dec. 20, 2022 USD ($) | May 05, 2022 USD ($) | Jan. 28, 2023 USD ($) | Jan. 28, 2017 USD ($) | May 05, 2022 EUR (€) | May 04, 2022 EUR (€) | Jan. 29, 2022 USD ($) | |
Term Loans | |||||||
Term loans | $ 25,516,000 | $ 48,253,000 | |||||
Finance Lease Obligations | |||||||
Finance lease obligations | 19,865,000 | 22,943,000 | |||||
Mortgage Debt | |||||||
Mortgage debt | 17,189,000 | 17,860,000 | |||||
Credit Facilities | |||||||
Borrowings under credit facilities | $ 70,304,000 | 12,201,000 | |||||
Interest rate swap | Cash flow hedges | Derivatives designated as hedging instruments | |||||||
Mortgage Debt | |||||||
Fixed rate of interest rate swap derivative (as a percent) | 3.06% | ||||||
Europe | Foreign line of credit | |||||||
Credit Facilities | |||||||
Letters of credit outstanding | 0 | ||||||
Borrowings under credit facilities | 0 | ||||||
Remaining borrowing capacity under credit facilities | € 120,000,000 | 126,900,000 | |||||
China | Foreign line of credit | |||||||
Credit Facilities | |||||||
Maximum borrowing capacity | $ 30,000,000 | ||||||
Borrowings under credit facilities | 14,000,000 | 12,200,000 | |||||
Japan | Foreign line of credit | |||||||
Credit Facilities | |||||||
Maximum borrowing capacity | 3,900,000 | ||||||
Borrowings under credit facilities | $ 1,900,000 | 0 | |||||
Term loans | Europe | |||||||
Term Loans | |||||||
Debt maturity period (in years) | 2 years | ||||||
Term loans | $ 25,500,000 | 48,300,000 | |||||
Mortgage Debt | |||||||
Debt maturity period (in years) | 2 years | ||||||
Credit Facilities | |||||||
Debt maturity period (in years) | 2 years | ||||||
Term loans | Europe | Minimum | |||||||
Term Loans | |||||||
Interest rate (as a percent) | 1.30% | ||||||
Term loans | Europe | Maximum | |||||||
Term Loans | |||||||
Interest rate (as a percent) | 4.40% | ||||||
Finance lease obligations | Computer hardware and software | |||||||
Finance Lease Obligations | |||||||
Finance lease obligations | $ 4,900,000 | 3,400,000 | |||||
Finance lease obligations | Netherlands | Equipment | |||||||
Finance Lease Obligations | |||||||
Effective interest rate | 6% | ||||||
Finance lease obligations | $ 15,000,000 | 19,600,000 | |||||
Mortgage debt | U.S. | Building | |||||||
Term Loans | |||||||
Debt maturity period (in years) | 10 years | ||||||
Mortgage Debt | |||||||
Debt maturity period (in years) | 10 years | ||||||
Mortgage debt | 17,200,000 | $ 21,500,000 | 17,900,000 | ||||
Debt amortization period (in years) | 25 years | ||||||
Credit Facilities | |||||||
Debt maturity period (in years) | 10 years | ||||||
Mortgage debt | U.S. | Building | Interest rate swap | |||||||
Mortgage Debt | |||||||
Fair value of cash flow hedge interest rate swap asset | 1,000,000 | ||||||
Fair value of cash flow hedge interest rate swap liability | 100,000 | ||||||
Mortgage debt | U.S. | Building | Interest rate swap | Cash flow hedges | Derivatives designated as hedging instruments | |||||||
Mortgage Debt | |||||||
Fixed rate of interest rate swap derivative (as a percent) | 3.06% | ||||||
Mortgage debt | U.S. | Building | LIBOR | |||||||
Mortgage Debt | |||||||
Interest rate margin (as a percent) | 1.50% | ||||||
Credit Facilities | |||||||
Interest rate margin (as a percent) | 1.50% | ||||||
Credit Facility | 2023 Credit Facility | |||||||
Credit Facilities | |||||||
Borrowings under credit facilities | 0 | ||||||
Credit Facility | 2021 Credit Facility | |||||||
Credit Facilities | |||||||
Borrowings under credit facilities | 0 | ||||||
Credit Facility | Revolving Credit Facility | 2023 Credit Facility | |||||||
Credit Facilities | |||||||
Eariler maturity period prior to maturity date of the outstanding convertible notes | 60 days | ||||||
Maximum borrowing capacity | $ 150,000,000 | ||||||
Current borrowing capacity | 118,000,000 | ||||||
Maximum increase to capacity | $ 150,000,000 | ||||||
Maximum increase adjustment to the interest margin based on achievement of annual sustainability key performance targets | 0.05% | ||||||
Maximum decrease adjustment to the interest margin based on achievement of annual sustainability key performance targets | 0.05% | ||||||
Maximum increase adjustment to the commitment fee percentage based on achievement of annual sustainability key performance targets | 0.01% | ||||||
Maximum decrease adjustment to the commitment fee percentage based on achievement of annual sustainability key performance targets | 0.01% | ||||||
Avalability threshold percent for fixed charge coverage ratio requirement | 10% | ||||||
Avalability threshold amount for fixed charge coverage ratio requirement | $ 12,500,000 | ||||||
Credit Facility | Revolving Credit Facility | 2022 Credit Facility | |||||||
Credit Facilities | |||||||
Borrowings under credit facilities | 54,400,000 | ||||||
Remaining borrowing capacity under credit facilities | 217,400,000 | ||||||
Credit Facility | Revolving Credit Facility | 2022 Credit Facility | Guess Europe SAGL | |||||||
Term Loans | |||||||
Debt maturity period (in years) | 5 years | ||||||
Mortgage Debt | |||||||
Debt maturity period (in years) | 5 years | ||||||
Credit Facilities | |||||||
Maximum borrowing capacity | € | € 250,000,000 | ||||||
Maximum increase to capacity | € | € 100,000,000 | ||||||
Borrowings under credit facilities | $ 0 | ||||||
Maximum increase adjustment to the interest margin based on achievement of annual sustainability key performance targets | 0.05% | ||||||
Maximum decrease adjustment to the interest margin based on achievement of annual sustainability key performance targets | 0.05% | ||||||
Debt maturity period (in years) | 5 years | ||||||
Extension term | 2 years | ||||||
Commitment fee multiplier percentage on unused capacity | 35% | ||||||
Credit Facility | Standby letters of credit | 2023 Credit Facility | |||||||
Credit Facilities | |||||||
Letters of credit outstanding | 8,100,000 | ||||||
Credit Facility | Standby letters of credit | 2022 Credit Facility | |||||||
Credit Facilities | |||||||
Letters of credit outstanding | 0 | ||||||
Credit Facility | Standby letters of credit | 2021 Credit Facility | |||||||
Credit Facilities | |||||||
Letters of credit outstanding | 10,100,000 | ||||||
Credit Facility | Documentary letters of credit | 2023 Credit Facility | |||||||
Credit Facilities | |||||||
Letters of credit outstanding | 0 | ||||||
Credit Facility | Documentary letters of credit | 2022 Credit Facility | |||||||
Credit Facilities | |||||||
Letters of credit outstanding | $ 0 | ||||||
Credit Facility | Documentary letters of credit | 2021 Credit Facility | |||||||
Credit Facilities | |||||||
Letters of credit outstanding | $ 0 | ||||||
Credit Facility | Base rate | U.S. line of credit | 2023 Credit Facility | |||||||
Credit Facilities | |||||||
Debt instrument, minimum rate | 0% | ||||||
Credit Facility | SOFR | U.S. line of credit | 2023 Credit Facility | |||||||
Credit Facilities | |||||||
Debt instrument, minimum rate | 0% | ||||||
Interest rate margin added to base rate | 1% | ||||||
Credit Facility | Federal funds rate | U.S. line of credit | 2023 Credit Facility | |||||||
Credit Facilities | |||||||
Interest rate margin added to base rate | 0.50% | ||||||
Credit Facility | EURIBOR | Revolving Credit Facility | 2022 Credit Facility | Guess Europe SAGL | |||||||
Credit Facilities | |||||||
Debt instrument, minimum rate | 0% | ||||||
Credit Facility | Minimum | Revolving Credit Facility | 2022 Credit Facility | Guess Europe SAGL | |||||||
Credit Facilities | |||||||
Commitment fee margin on unused capacity (as a percent) | 0.85% | ||||||
Utilization fee percentage | 0.10% | ||||||
Credit Facility | Minimum | Base rate | U.S. line of credit | 2023 Credit Facility | |||||||
Mortgage Debt | |||||||
Interest rate margin (as a percent) | 0.25% | ||||||
Credit Facilities | |||||||
Interest rate margin (as a percent) | 0.25% | ||||||
Credit Facility | Minimum | SOFR | U.S. line of credit | 2023 Credit Facility | |||||||
Mortgage Debt | |||||||
Interest rate margin (as a percent) | 1.25% | ||||||
Credit Facilities | |||||||
Interest rate margin (as a percent) | 1.25% | ||||||
Credit Facility | Minimum | EURIBOR | Revolving Credit Facility | 2022 Credit Facility | Guess Europe SAGL | |||||||
Mortgage Debt | |||||||
Interest rate margin (as a percent) | 0.85% | ||||||
Credit Facilities | |||||||
Interest rate margin (as a percent) | 0.85% | ||||||
Credit Facility | Maximum | Revolving Credit Facility | 2022 Credit Facility | Guess Europe SAGL | |||||||
Credit Facilities | |||||||
Commitment fee margin on unused capacity (as a percent) | 1.20% | ||||||
Utilization fee percentage | 0.20% | ||||||
Credit Facility | Maximum | Base rate | U.S. line of credit | 2023 Credit Facility | |||||||
Mortgage Debt | |||||||
Interest rate margin (as a percent) | 0.75% | ||||||
Credit Facilities | |||||||
Interest rate margin (as a percent) | 0.75% | ||||||
Credit Facility | Maximum | SOFR | U.S. line of credit | 2023 Credit Facility | |||||||
Mortgage Debt | |||||||
Interest rate margin (as a percent) | 1.75% | ||||||
Credit Facilities | |||||||
Interest rate margin (as a percent) | 1.75% | ||||||
Credit Facility | Maximum | EURIBOR | Revolving Credit Facility | 2022 Credit Facility | Guess Europe SAGL | |||||||
Mortgage Debt | |||||||
Interest rate margin (as a percent) | 1.20% | ||||||
Credit Facilities | |||||||
Interest rate margin (as a percent) | 1.20% | ||||||
Credit Facility | Canada | Foreign line of credit | 2023 Credit Facility | |||||||
Credit Facilities | |||||||
Maximum borrowing capacity | $ 20,000,000 | ||||||
Credit Facility | Canada | Prime rate | Foreign line of credit | 2023 Credit Facility | |||||||
Credit Facilities | |||||||
Debt instrument, minimum rate | 0% | ||||||
Credit Facility | Canada | Canadian BA rate | Foreign line of credit | 2023 Credit Facility | |||||||
Credit Facilities | |||||||
Debt instrument, minimum rate | 0% | ||||||
Interest rate margin added to base rate | 1% | ||||||
Credit Facility | Canada | Minimum | Prime rate | Foreign line of credit | 2023 Credit Facility | |||||||
Mortgage Debt | |||||||
Interest rate margin (as a percent) | 0.25% | ||||||
Credit Facilities | |||||||
Interest rate margin (as a percent) | 0.25% | ||||||
Credit Facility | Canada | Minimum | Canadian BA rate | Foreign line of credit | 2023 Credit Facility | |||||||
Mortgage Debt | |||||||
Interest rate margin (as a percent) | 1.25% | ||||||
Credit Facilities | |||||||
Interest rate margin (as a percent) | 1.25% | ||||||
Credit Facility | Canada | Maximum | Prime rate | Foreign line of credit | 2023 Credit Facility | |||||||
Mortgage Debt | |||||||
Interest rate margin (as a percent) | 0.75% | ||||||
Credit Facilities | |||||||
Interest rate margin (as a percent) | 0.75% | ||||||
Credit Facility | Canada | Maximum | Canadian BA rate | Foreign line of credit | 2023 Credit Facility | |||||||
Mortgage Debt | |||||||
Interest rate margin (as a percent) | 1.75% | ||||||
Credit Facilities | |||||||
Interest rate margin (as a percent) | 1.75% |
Borrowings and Finance Lease _5
Borrowings and Finance Lease Obligations - Debt Maturities (Details) - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 |
Finance Leases | ||
Fiscal 2024 | $ 6,684 | |
Fiscal 2025 | 5,118 | |
Fiscal 2026 | 4,627 | |
Fiscal 2027 | 2,047 | |
Fiscal 2028 | 567 | |
Thereafter | 822 | |
Finance lease obligations | 19,865 | $ 22,943 |
Debt | ||
Debt | ||
Fiscal 2024 | 33,696 | |
Fiscal 2025 | 10,176 | |
Fiscal 2026 | 3,115 | |
Fiscal 2027 | 15,101 | |
Fiscal 2028 | 54,381 | |
Thereafter | 0 | |
Total principal payments | 116,469 | |
Less unamortized debt issuance costs | 33 | |
Net carrying amount | 116,436 | |
Total | ||
Debt | ||
Less unamortized debt issuance costs | 33 | |
Finance Leases | ||
Fiscal 2024 | 40,380 | |
Fiscal 2025 | 15,294 | |
Fiscal 2026 | 7,742 | |
Fiscal 2027 | 17,148 | |
Fiscal 2028 | 54,948 | |
Thereafter | 822 | |
Total principal payments | 136,334 | |
Total debt and finance lease obligations | $ 136,301 | $ 104,349 |
Lease Accounting - Narrative (D
Lease Accounting - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Operating Leases | |||
Lease not yet commenced | $ 12.4 | ||
Impairment on operating right-of-use assets | $ 0.1 | $ 0.7 | $ 45.4 |
Retail store leases | Minimum | |||
Operating Leases | |||
Percentage of annual sales volume used for incremental rent on certain retail location leases | 3% | ||
Retail store leases | Maximum | |||
Operating Leases | |||
Percentage of annual sales volume used for incremental rent on certain retail location leases | 28% | ||
Retail concession leases | Average | |||
Operating Leases | |||
Percentage of annual sales volume used for incremental rent on certain retail location leases | 32% |
Lease Accounting - Lease Assets
Lease Accounting - Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 |
Assets | ||
Operating | $ 636,148 | $ 685,799 |
Finance | 19,055 | 21,898 |
Total lease assets | 655,203 | 707,697 |
Current: | ||
Operating | 170,192 | 195,516 |
Finance | 6,684 | 5,806 |
Noncurrent: | ||
Operating | 528,236 | 582,757 |
Finance | 13,181 | 17,137 |
Total lease liabilities | $ 718,293 | $ 801,216 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property and equipment, net | Property and equipment, net |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of borrowings and finance lease obligations | Current portion of borrowings and finance lease obligations |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term debt and finance lease obligations | Long-term debt and finance lease obligations |
Lease Accounting - Lease Cost (
Lease Accounting - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Lease Cost | |||
Net gains on lease modifications | $ 2,267 | $ 259 | $ 2,801 |
Finance lease costs | |||
Total lease costs | 307,711 | 296,454 | 288,926 |
Europe | |||
Finance lease costs | |||
Rent concessions from landlord | 5,200 | 17,300 | 33,100 |
Cost of product sales | |||
Lease Cost | |||
Operating lease costs | 175,752 | 181,888 | 205,065 |
Finance lease costs | |||
Amortization of leased assets | 81 | 55 | 49 |
Variable lease costs | 92,331 | 75,339 | 52,304 |
Short-term lease costs | 351 | 366 | 694 |
Selling, general and administrative expenses | |||
Lease Cost | |||
Operating lease costs | 24,845 | 25,047 | 21,726 |
Finance lease costs | |||
Amortization of leased assets | 6,177 | 5,525 | 3,834 |
Variable lease costs | 3,335 | 2,175 | 1,795 |
Short-term lease costs | 6,141 | 4,856 | 5,023 |
Net gains on lease modifications | |||
Lease Cost | |||
Net gains on lease modifications | 2,267 | 259 | 2,801 |
Interest expense | |||
Finance lease costs | |||
Interest on lease liabilities | $ 965 | $ 1,462 | $ 1,237 |
Lease Accounting - Maturity of
Lease Accounting - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 |
Finance Leases | ||
Fiscal 2024 | $ 7,452 | |
Fiscal 2025 | 5,567 | |
Fiscal 2026 | 5,113 | |
Fiscal 2027 | 2,607 | |
Fiscal 2028 | 790 | |
Thereafter | 0 | |
Total lease payments | 21,529 | |
Less: Interest | 1,664 | |
Present value of lease liabilities | 19,865 | $ 22,943 |
Total | ||
Fiscal 2024 | 202,978 | |
Fiscal 2025 | 148,382 | |
Fiscal 2026 | 115,142 | |
Fiscal 2027 | 94,329 | |
Fiscal 2028 | 72,845 | |
Thereafter | 181,360 | |
Total lease payments | 815,036 | |
Less: Interest | 96,743 | |
Total lease liabilities | 718,293 | $ 801,216 |
Non-Related Parties | ||
Operating Leases | ||
Fiscal 2024 | 187,683 | |
Fiscal 2025 | 135,585 | |
Fiscal 2026 | 103,192 | |
Fiscal 2027 | 84,184 | |
Fiscal 2028 | 64,350 | |
Thereafter | 160,557 | |
Total lease payments | 735,551 | |
Less: Interest | 81,596 | |
Present value of lease liabilities | 653,955 | |
Related Parties | ||
Operating Leases | ||
Fiscal 2024 | 7,843 | |
Fiscal 2025 | 7,230 | |
Fiscal 2026 | 6,837 | |
Fiscal 2027 | 7,538 | |
Fiscal 2028 | 7,705 | |
Thereafter | 20,803 | |
Total lease payments | 57,956 | |
Less: Interest | 13,483 | |
Present value of lease liabilities | $ 44,473 |
Lease Accounting - Lease Term a
Lease Accounting - Lease Term and Discount Rate (Details) | Jan. 28, 2023 |
Weighted-average remaining lease term (years) | |
Operating leases | 6 years 2 months 12 days |
Finance leases | 3 years 7 months 6 days |
Weighted-average discount rate | |
Operating leases | 4.20% |
Finance leases | 4.80% |
Lease Accounting - Supplemental
Lease Accounting - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from operating leases | $ 220,767 | $ 225,652 | $ 193,776 |
New operating ROU assets obtained in exchange for lease liabilities | $ 131,363 | $ 156,102 | $ 189,412 |
Convertible Senior Notes and _3
Convertible Senior Notes and Related Transactions - Narrative (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 12 Months Ended | |||
May 01, 2019 $ / shares | Apr. 30, 2019 USD ($) $ / shares shares | Jan. 28, 2023 USD ($) $ / shares shares | Jan. 29, 2022 USD ($) | Jan. 30, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||
Amortization of debt discount | $ 0 | $ 11,125,000 | $ 10,394,000 | ||
Amortization of debt issuance costs | $ 1,563,000 | 1,390,000 | 1,351,000 | ||
Option to purchase, number of shares (in shares) | shares | 11.6 | ||||
Conversion price (in dollars per share) | $ / shares | $ 46.88 | $ 25.78 | |||
Convertible note hedge cost | $ 61,000,000 | ||||
Warrants outstanding (in shares) | shares | 11.6 | 11.6 | |||
Strike price of warrants (in dollars per share) | $ / shares | $ 46.88 | $ 46.88 | |||
Dividend threshold for strike price adjustment (in dollars per share) | $ / shares | 0.1125 | ||||
Strike price (in dollars per share) | $ / shares | $ 45.59 | ||||
Proceeds from issuance of warrants | $ 28,100,000 | ||||
Deferred tax liability in connection with debt discount | $ 0 | 6,207,000 | |||
Deferred tax asset in connection with convertible note hedge transactions | $ 3,919,000 | 6,884,000 | |||
2.00% Convertible Senior Notes Due 2024 | Senior notes | |||||
Debt Instrument [Line Items] | |||||
Interest rate (as a percent) | 2% | ||||
Convertible debt issued | $ 300,000,000 | ||||
Conversion ratio | 0.0387879 | ||||
Conversion price (in dollars per share) | $ / shares | $ 25.78 | $ 25.08 | |||
Dividend threshold for conversion rate and conversion price adjustment (in dollars per share) | $ / shares | $ 0.1125 | ||||
Percentage of principal and interest of the Notes that the Company may be required to purchase in the event of a fundamental change | 100% | ||||
Minimum percentage of holders of the Notes which may be able to declare the Notes to be due and payable upon the occurrence of certain events of default | 25% | ||||
Percentage of principal and interest that may be declared due and payable upon the occurrence of certain events of default | 100% | ||||
Effective interest rate | 6.80% | ||||
Amortization of debt discount | $ 0 | 11,100,000 | 10,400,000 | ||
Amortization of debt issuance costs | 800,000 | 900,000 | $ 900,000 | ||
2.00% Convertible Senior Notes Due 2024 | Senior notes | Level 2 | |||||
Debt Instrument [Line Items] | |||||
Fair value of convertible senior notes | $ 331,900,000 | $ 303,100,000 | |||
2.00% Convertible Senior Notes Due 2024 | Senior notes | Initial purchasers | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | $ 3,800,000 | ||||
2.00% Convertible Senior Notes Due 2024 | Senior notes | Third party offerers | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | $ 1,500,000 |
Convertible Senior Notes and _4
Convertible Senior Notes and Related Transactions - Components of Debt (Details) - 2.00% Convertible Senior Notes Due 2024 - Senior notes - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 |
Liability component: | ||
Principal | $ 300,000 | $ 300,000 |
Unamortized debt discount | 0 | (27,498) |
Unamortized issuance costs | (1,069) | (1,907) |
Net carrying amount | 298,931 | 270,595 |
Equity component, net | $ (759) | $ 42,320 |
Stockholders' Equity - Cash Div
Stockholders' Equity - Cash Dividend Declared Per Share (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Nov. 23, 2021 | Nov. 22, 2021 | Oct. 31, 2020 | Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Stockholders' Equity Note [Abstract] | ||||||
Dividends declared per common share (in dollars per share) | $ 0.225 | $ 0.1125 | $ 0.1125 | $ 0.9000 | $ 0.5625 | $ 0.2250 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Nov. 23, 2021 | Nov. 22, 2021 | Oct. 31, 2020 | Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Dividends Payable [Line Items] | ||||||
Dividends declared per common share (in dollars per share) | $ 0.225 | $ 0.1125 | $ 0.1125 | $ 0.9000 | $ 0.5625 | $ 0.2250 |
2.00% Convertible Senior Notes Due 2024 | Senior notes | ||||||
Dividends Payable [Line Items] | ||||||
Dividend threshold for conversion rate and conversion price adjustment (in dollars per share) | $ 0.1125 |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Accumulated other comprehensive income (loss), net of tax | |||
Balance at beginning of period | $ 653,643 | $ 565,580 | $ 661,347 |
Net other comprehensive income (loss) | 3,208 | (15,840) | 19,031 |
Balance at end of period | 572,751 | 653,643 | 565,580 |
Total | |||
Accumulated other comprehensive income (loss), net of tax | |||
Balance at beginning of period | (135,549) | (120,675) | (139,910) |
Gains (losses) arising during the period | 9,917 | (17,220) | 24,407 |
Reclassification to net loss for (gains) losses realized | (8,441) | 2,346 | (5,172) |
Net other comprehensive income (loss) | 1,476 | (14,874) | 19,235 |
Balance at end of period | (134,073) | (135,549) | (120,675) |
Foreign Currency Translation Adjustment | |||
Accumulated other comprehensive income (loss), net of tax | |||
Balance at beginning of period | (135,861) | (105,970) | (137,289) |
Gains (losses) arising during the period | 6,693 | (29,891) | 31,319 |
Reclassification to net loss for (gains) losses realized | 0 | 0 | 0 |
Net other comprehensive income (loss) | 6,693 | (29,891) | 31,319 |
Balance at end of period | (129,168) | (135,861) | (105,970) |
Derivative Financial Instruments Designated as Cash Flow Hedges | |||
Accumulated other comprehensive income (loss), net of tax | |||
Balance at beginning of period | 7,280 | (4,876) | 6,300 |
Gains (losses) arising during the period | 47 | 10,121 | (5,709) |
Reclassification to net loss for (gains) losses realized | (8,911) | 2,035 | (5,467) |
Net other comprehensive income (loss) | (8,864) | 12,156 | (11,176) |
Balance at end of period | (1,584) | 7,280 | (4,876) |
Defined Benefit Plans | |||
Accumulated other comprehensive income (loss), net of tax | |||
Balance at beginning of period | (6,968) | (9,829) | (8,921) |
Gains (losses) arising during the period | 3,177 | 2,550 | (1,203) |
Reclassification to net loss for (gains) losses realized | 470 | 311 | 295 |
Net other comprehensive income (loss) | 3,647 | 2,861 | (908) |
Balance at end of period | (3,321) | (6,968) | (9,829) |
Retained Earnings | |||
Accumulated other comprehensive income (loss), net of tax | |||
Balance at beginning of period | 1,158,664 | 1,034,823 | 1,130,409 |
Balance at end of period | $ 1,276,857 | $ 1,158,664 | $ 1,034,823 |
Stockholders' Equity - Reclassi
Stockholders' Equity - Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Reclassifications out of accumulated other comprehensive income (loss) to net earnings (loss) | |||
Cost of product sales | $ 1,538,603 | $ 1,422,126 | $ 1,179,427 |
Interest expense | 13,190 | 23,018 | 22,869 |
Other expense | 39,822 | 30,171 | 5,950 |
Income tax expense | 36,502 | 73,680 | (6,338) |
Total reclassifications to net earnings (loss) for (gains) losses realized during the period | (161,544) | (180,049) | 80,741 |
Reclassifications out of accumulated other comprehensive income (loss) | |||
Reclassifications out of accumulated other comprehensive income (loss) to net earnings (loss) | |||
Total reclassifications to net earnings (loss) for (gains) losses realized during the period | (8,441) | 2,346 | (5,172) |
Derivative Financial Instruments Designated as Cash Flow Hedges | Reclassifications out of accumulated other comprehensive income (loss) | |||
Reclassifications out of accumulated other comprehensive income (loss) to net earnings (loss) | |||
Cost of product sales | (9,988) | 2,051 | (6,298) |
Interest expense | (28) | 272 | 181 |
Income tax expense | 1,105 | (288) | 650 |
Total reclassifications to net earnings (loss) for (gains) losses realized during the period | (8,911) | 2,035 | (5,467) |
Net actuarial loss amortization | Reclassifications out of accumulated other comprehensive income (loss) | |||
Reclassifications out of accumulated other comprehensive income (loss) to net earnings (loss) | |||
Other expense | 615 | 420 | 397 |
Prior service credit amortization | Reclassifications out of accumulated other comprehensive income (loss) | |||
Reclassifications out of accumulated other comprehensive income (loss) to net earnings (loss) | |||
Other expense | (90) | (67) | (66) |
Defined Benefit Plans | Reclassifications out of accumulated other comprehensive income (loss) | |||
Reclassifications out of accumulated other comprehensive income (loss) to net earnings (loss) | |||
Income tax expense | (55) | (42) | (36) |
Total reclassifications to net earnings (loss) for (gains) losses realized during the period | $ 470 | $ 311 | $ 295 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ in Thousands, € in Millions | 3 Months Ended | 12 Months Ended | ||||||||
Oct. 30, 2021 USD ($) | Feb. 01, 2020 USD ($) | Feb. 01, 2020 EUR (€) | Jan. 28, 2023 USD ($) | Jan. 29, 2022 USD ($) | Jan. 30, 2021 USD ($) | Jan. 28, 2023 EUR (€) | Jan. 29, 2022 EUR (€) | Dec. 31, 2019 USD ($) installment | Dec. 31, 2019 EUR (€) installment | |
Income Tax Disclosure | ||||||||||
Increase to income tax expense | $ 5,100 | |||||||||
Income taxes paid for intellectual property transfer | 107,200 | |||||||||
Income tax benefit, Cares Act | $ 900 | |||||||||
Reserve for uncertain income tax positions | $ 29,183 | $ 56,074 | $ 51,736 | 34,246 | ||||||
Valuation allowance | 45,063 | 55,278 | ||||||||
Decrease in valuation allowance | 10,200 | |||||||||
Operating loss carryforward | 47,600 | |||||||||
Operating loss carryforward with unlimited carryforward | 8,500 | |||||||||
Operating loss carryforwards, valuation allowance | 36,000 | 39,800 | ||||||||
Unrecognized tax benefit that may reduce our future annual effective tax rate | 34,900 | 33,100 | ||||||||
Accruals for uncertain tax positions | 64,400 | 57,500 | ||||||||
Transition tax included in other long-term liabilities | 19,900 | 19,900 | ||||||||
Accrued income taxes for intellectual property transfer | 20,600 | 20,600 | ||||||||
Interest and penalties related to uncertain tax positions | 2,600 | 200 | $ 900 | |||||||
Penalties related to uncertain tax positions | 8,400 | 5,700 | ||||||||
Undistributed earnings of foreign subsidiaries subject to repatriation | 37,800 | |||||||||
Swiss Federal Tax Administration (FTA) | ||||||||||
Income Tax Disclosure | ||||||||||
Income tax benefit recognized related to tax reform | 8,100 | |||||||||
Reserve for uncertain income tax positions | 2,300 | |||||||||
Foreign tax authority | ||||||||||
Income Tax Disclosure | ||||||||||
Operating loss carryforward | 38,600 | |||||||||
State/provisional tax authority | ||||||||||
Income Tax Disclosure | ||||||||||
Operating loss carryforward | 500 | |||||||||
U.S. retail business | ||||||||||
Income Tax Disclosure | ||||||||||
Income tax expense for intra-company transfer of assets | 103,000 | |||||||||
Sweden | ||||||||||
Income Tax Disclosure | ||||||||||
Foreign tax settlement benefit | $ 98,000 | |||||||||
Sweden | Minimum | ||||||||||
Income Tax Disclosure | ||||||||||
Deferred income tax benefit, amortization period | 5 years | |||||||||
Sweden | Maximum | ||||||||||
Income Tax Disclosure | ||||||||||
Deferred income tax benefit, amortization period | 10 years | |||||||||
Italy | ||||||||||
Income Tax Disclosure | ||||||||||
Liability related to Italian tax settlement | $ 11,100 | € 9.9 | ||||||||
Number of quarterly installments for payment of Italian tax settlement | installment | 16 | 16 | ||||||||
Income tax expense recognized related to Italian tax settlement | $ 7,800 | € 7 | ||||||||
Italy | Accrued expenses | ||||||||||
Income Tax Disclosure | ||||||||||
Liability related to Italian tax settlement | $ 2,700 | 2,800 | € 2.5 | € 2.5 | ||||||
Italy | Other long-term liabilities | ||||||||||
Income Tax Disclosure | ||||||||||
Liability related to Italian tax settlement | $ 2,800 | € 2.5 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Federal: | |||
Current | $ 8 | $ 149,811 | $ (2,390) |
Deferred | 10,577 | 9,859 | (5,274) |
State: | |||
Current | (1,963) | 10,433 | 248 |
Deferred | 85 | 2,443 | (598) |
Foreign: | |||
Current | 28,844 | 13,592 | 8,285 |
Deferred | (1,049) | (112,458) | (6,609) |
Total | $ 36,502 | $ 73,680 | $ (6,338) |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Computed “expected” tax rate | 21% | 21% | 21% |
State taxes, net of federal benefit | 1.10% | 1.60% | 1.20% |
Unrecognized tax liabilities (benefits) | 2.50% | (0.60%) | (6.60%) |
GILTI | 2.40% | 0.60% | 0% |
Non-deductible permanent differences | 1.60% | 0.60% | 0.40% |
Tax Reform - repatriation tax adjustment | 0.40% | 0.20% | 0% |
Subpart F Income | 0% | 4.50% | 0% |
Non-deductible participation loss | 0% | 1.80% | 3.60% |
Intellectual property sales tax rate difference | 0% | 1.60% | 0% |
SERP/TOLI | 0% | (0.10%) | 1.90% |
Foreign derived intangible income | 0% | (1.50%) | 0% |
Share-based compensation | (0.20%) | (0.40%) | 1.80% |
Prior year income tax adjustments | (1.20%) | 0.40% | 1.30% |
Valuation reserve | (4.00%) | 0.70% | (26.90%) |
Non-U.S. tax expense (benefit) versus U.S. federal statutory tax rate | (4.80%) | (2.40%) | 9.10% |
Other, net | (0.40%) | 1% | 0.50% |
Effective income tax rate | 18.40% | 29% | 7.30% |
Intellectual property sales tax rate difference, amount | $ 5.1 | $ 4 | |
Foreign derived intangible income, amount | $ 37 |
Income Taxes - Total Income Tax
Income Taxes - Total Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Income Tax Disclosure [Abstract] | |||
Operations | $ 36,502 | $ 73,680 | $ (6,338) |
Stockholders’ equity | 450 | 2,264 | (1,534) |
Convertible debt | (6,207) | 0 | 0 |
Total income tax expense (benefit) | $ 30,745 | $ 75,944 | $ (7,872) |
Income Taxes - Tax Effects of C
Income Taxes - Tax Effects of Components of OCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Income Tax Disclosure [Abstract] | |||
Derivative financial instruments designated as cash flow hedges | $ (945) | $ 1,627 | $ (1,387) |
Related tax impact | 1,395 | 637 | (147) |
Total income tax expense (benefit) | $ 450 | $ 2,264 | $ (1,534) |
Income Taxes - Earnings Before
Income Taxes - Earnings Before Income Tax and NCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic operations | $ 45,317 | $ 141,920 | $ (27,984) |
Foreign operations | 152,729 | 111,809 | (59,095) |
Earnings (loss) before income tax expense (benefit) | $ 198,046 | $ 253,729 | $ (87,079) |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Taxes (Details) - USD ($) | Jan. 28, 2023 | Jan. 29, 2022 |
Deferred income tax assets: | ||
Operating lease liabilities | $ 156,234,000 | $ 169,771,000 |
Intangible assets | 95,119,000 | 109,887,000 |
Net operating losses | 45,384,000 | 38,583,000 |
Defined benefit plans | 10,186,000 | 11,762,000 |
Deferred compensation | 7,177,000 | 7,632,000 |
Deferred income | 5,076,000 | 5,771,000 |
Inventory valuation | 4,025,000 | 1,679,000 |
Convertible senior notes hedge transactions | 3,919,000 | 6,884,000 |
Goodwill amortization | 2,019,000 | 4,657,000 |
Sales return and other reserves | 1,615,000 | 2,710,000 |
Account receivable reserve | 1,454,000 | 1,780,000 |
Lease incentives | 1,438,000 | 1,918,000 |
Accrued bonus | 1,046,000 | 2,575,000 |
Uniform capitalization | 919,000 | 1,004,000 |
Excess of financial accounting over tax depreciation/amortization | 649,000 | 1,784,000 |
Other, net | 13,449,000 | 13,826,000 |
Total deferred income tax assets | 349,709,000 | 382,223,000 |
Deferred income tax liabilities: | ||
Operating right-of-use assets | (146,243,000) | (155,618,000) |
Convertible senior notes debt discount | 0 | (6,207,000) |
Valuation allowances | (45,063,000) | (55,278,000) |
Net deferred income tax assets | $ 158,403,000 | $ 165,120,000 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 51,736 | $ 34,246 | $ 29,183 |
Additions: | |||
Income tax positions related to the prior year | 3,954 | 280 | 110 |
Income tax positions related to the current year | 454 | 21,616 | 8,204 |
Reductions: | |||
Income tax positions related to the prior year | (70) | (2,405) | (3,251) |
Income tax positions related to the current year | 0 | (2,001) | 0 |
Foreign currency translation | 0 | 0 | 0 |
Ending balance | $ 56,074 | $ 51,736 | $ 34,246 |
Defined Benefit Plans - Narrati
Defined Benefit Plans - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
SERP | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate assumed as part of the actuarial valuation performed to calculate the projected benefit obligation and fair value of the plan assets (as a percent) | 4.50% | 2.80% | |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |||
Defined benefit plan, expected future benefit payment in year one | $ 1.9 | ||
Defined benefit plan, expected future benefit payment in year two | 1.9 | ||
Defined benefit plan, expected future benefit payment in year three | 3.8 | ||
Defined benefit plan, expected future benefit payment in year four | 3.8 | ||
Defined benefit plan, expected future benefit payment in year five | 3.7 | ||
Defined benefit plan, expected future benefit payment in the following five fiscal years | $ 17.7 | ||
Pension Plan | Switzerland | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate assumed as part of the actuarial valuation performed to calculate the projected benefit obligation and fair value of the plan assets (as a percent) | 1.70% | 0.35% | |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |||
Minimum investment return (as a percent) | 1% | 1% | |
Expected return on plan assets assumed as a part of the actuarial valuation performed to calculate the projected benefit obligation and plan assets (as a percent) | 1.70% | 0.65% | |
Other income/ expense | SERP | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Gains (losses) as a result of changes in value of the insurance policy investments, included in other income and expense | $ (5.7) | $ 0.6 | $ 6.1 |
Gains recorded in other income resulting from payout on insurance policies | 1.1 | ||
Other assets | SERP | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Cash surrender values of the insurance policies held in a rabbi trust | $ 64.4 | $ 70.9 |
Defined Benefit Plans - Net Per
Defined Benefit Plans - Net Periodic Defined Benefit Cost, Amounts in AOCI and Funded Status (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Components of net periodic defined benefit pension cost and other charges to comprehensive income (loss) and accumulated other comprehensive income (loss) | |||
Service cost | $ 3,008 | $ 3,142 | $ 3,155 |
Interest cost | 1,554 | 1,229 | 1,309 |
Expected return on plan assets | (271) | (206) | (186) |
Net amortization of unrecognized prior service credit | (90) | (67) | (66) |
Net amortization of actuarial losses | 615 | 420 | 397 |
Net periodic defined benefit pension cost | 4,816 | 4,518 | 4,609 |
Unrecognized prior service credit charged to comprehensive income (loss) | (90) | (67) | (66) |
Unrecognized net actuarial loss charged to comprehensive income (loss) | 615 | 420 | 397 |
Net actuarial gains (losses) | 3,890 | 2,805 | (1,003) |
Foreign currency and other adjustments | 627 | 340 | (383) |
Related tax impact | (1,395) | (637) | 147 |
Amounts not yet recognized in net periodic defined benefit pension cost, included in accumulated other comprehensive income (loss), before tax | |||
Unrecognized prior service credit | (815) | (227) | |
Unrecognized net actuarial loss | 4,165 | 8,621 | |
Total included in accumulated other comprehensive loss | 3,350 | 8,394 | |
Funded status and the amounts recognized in the Company's consolidated balance sheets | |||
Projected benefit obligation | (89,733) | (92,171) | $ (93,729) |
Plan assets at fair value | 41,193 | 38,015 | |
Net liability | $ (48,540) | $ (54,156) | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest |
SERP | |||
Components of net periodic defined benefit pension cost and other charges to comprehensive income (loss) and accumulated other comprehensive income (loss) | |||
Service cost | $ 0 | $ 0 | $ 0 |
Interest cost | 1,333 | 1,155 | 1,277 |
Expected return on plan assets | 0 | 0 | 0 |
Net amortization of unrecognized prior service credit | 0 | 0 | 0 |
Net amortization of actuarial losses | 17 | 81 | 40 |
Net periodic defined benefit pension cost | 1,350 | 1,236 | 1,317 |
Amounts not yet recognized in net periodic defined benefit pension cost, included in accumulated other comprehensive income (loss), before tax | |||
Unrecognized prior service credit | 0 | 0 | |
Unrecognized net actuarial loss | (2,118) | 4,550 | |
Total included in accumulated other comprehensive loss | (2,118) | 4,550 | |
Funded status and the amounts recognized in the Company's consolidated balance sheets | |||
Projected benefit obligation | (42,367) | (49,431) | (52,268) |
Plan assets at fair value | 0 | 0 | |
Net liability | (42,367) | (49,431) | |
Pension Plans | Foreign Plan | |||
Components of net periodic defined benefit pension cost and other charges to comprehensive income (loss) and accumulated other comprehensive income (loss) | |||
Service cost | 3,008 | 3,142 | 3,155 |
Interest cost | 221 | 74 | 32 |
Expected return on plan assets | (271) | (206) | (186) |
Net amortization of unrecognized prior service credit | (90) | (67) | (66) |
Net amortization of actuarial losses | 598 | 339 | 357 |
Net periodic defined benefit pension cost | 3,466 | 3,282 | 3,292 |
Amounts not yet recognized in net periodic defined benefit pension cost, included in accumulated other comprehensive income (loss), before tax | |||
Unrecognized prior service credit | (815) | (227) | |
Unrecognized net actuarial loss | 6,283 | 4,071 | |
Total included in accumulated other comprehensive loss | 5,468 | 3,844 | |
Funded status and the amounts recognized in the Company's consolidated balance sheets | |||
Projected benefit obligation | (47,366) | (42,740) | (41,461) |
Plan assets at fair value | 41,193 | 38,015 | 35,015 |
Net liability | (6,173) | (4,725) | |
Defined Benefit Plans | |||
Components of net periodic defined benefit pension cost and other charges to comprehensive income (loss) and accumulated other comprehensive income (loss) | |||
Unrecognized prior service credit charged to comprehensive income (loss) | (90) | (67) | (66) |
Unrecognized net actuarial loss charged to comprehensive income (loss) | 615 | 420 | 397 |
Net actuarial gains (losses) | 3,890 | 2,805 | (1,003) |
Foreign currency and other adjustments | 627 | 340 | (383) |
Related tax impact | (1,395) | (637) | 147 |
Total periodic defined benefit pension cost and other charges to other comprehensive income (loss) and accumulated other comprehensive income (loss) | 3,647 | 2,861 | (908) |
Defined Benefit Plans | SERP | |||
Components of net periodic defined benefit pension cost and other charges to comprehensive income (loss) and accumulated other comprehensive income (loss) | |||
Unrecognized prior service credit charged to comprehensive income (loss) | 0 | 0 | 0 |
Unrecognized net actuarial loss charged to comprehensive income (loss) | 17 | 81 | 40 |
Net actuarial gains (losses) | 6,649 | 2,067 | (767) |
Foreign currency and other adjustments | 0 | 0 | 0 |
Related tax impact | (1,547) | (496) | 168 |
Total periodic defined benefit pension cost and other charges to other comprehensive income (loss) and accumulated other comprehensive income (loss) | 5,119 | 1,652 | (559) |
Defined Benefit Plans | Pension Plans | Foreign Plan | |||
Components of net periodic defined benefit pension cost and other charges to comprehensive income (loss) and accumulated other comprehensive income (loss) | |||
Unrecognized prior service credit charged to comprehensive income (loss) | (90) | (67) | (66) |
Unrecognized net actuarial loss charged to comprehensive income (loss) | 598 | 339 | 357 |
Net actuarial gains (losses) | (2,759) | 738 | (236) |
Foreign currency and other adjustments | 627 | 340 | (383) |
Related tax impact | 152 | (141) | (21) |
Total periodic defined benefit pension cost and other charges to other comprehensive income (loss) and accumulated other comprehensive income (loss) | $ (1,472) | $ 1,209 | $ (349) |
Defined Benefit Plans - Changes
Defined Benefit Plans - Changes in Project Benefit Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Balance at the beginning of the period | $ 92,171 | $ 93,729 | |
Service cost | 3,008 | 3,142 | $ 3,155 |
Interest cost | 1,554 | 1,229 | 1,309 |
Actuarial (gains) losses | (3,655) | (2,582) | |
Contributions by plan participants | 2,622 | 3,764 | |
Payments | (5,653) | (5,011) | |
Foreign currency and other adjustments | (314) | (2,100) | |
Balance at the end of the period | 89,733 | 92,171 | 93,729 |
SERP | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Balance at the beginning of the period | 49,431 | 52,268 | |
Service cost | 0 | 0 | 0 |
Interest cost | 1,333 | 1,155 | 1,277 |
Actuarial (gains) losses | (6,649) | (2,085) | |
Contributions by plan participants | 0 | 0 | |
Payments | (1,748) | (1,907) | |
Foreign currency and other adjustments | 0 | 0 | |
Balance at the end of the period | 42,367 | 49,431 | 52,268 |
Pension Plan | Foreign Plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Balance at the beginning of the period | 42,740 | 41,461 | |
Service cost | 3,008 | 3,142 | 3,155 |
Interest cost | 221 | 74 | 32 |
Actuarial (gains) losses | 2,994 | (497) | |
Contributions by plan participants | 2,622 | 3,764 | |
Payments | (3,905) | (3,104) | |
Foreign currency and other adjustments | (314) | (2,100) | |
Balance at the end of the period | $ 47,366 | $ 42,740 | $ 41,461 |
Defined Benefit Plans - Chang_2
Defined Benefit Plans - Changes in Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Balance at beginning of period | $ 38,015 | |
Balance at end of period | 41,193 | $ 38,015 |
Pension Plan | Foreign Plan | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Balance at beginning of period | 38,015 | 35,015 |
Actual return on plan assets | 506 | 447 |
Contributions by employer | 3,645 | 3,582 |
Contributions by plan participants | 2,622 | 3,764 |
Payments | (3,905) | (3,104) |
Foreign currency and other adjustments | 310 | (1,689) |
Balance at end of period | $ 41,193 | $ 38,015 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | May 31, 2022 | Jan. 28, 2023 USD ($) lease | Jan. 29, 2022 USD ($) | Jan. 30, 2021 USD ($) | |
Privately-held men's footwear company | |||||
Related Party Transactions | |||||
Minority interest percentage held | 30% | ||||
Marciano Entities | |||||
Related Party Transactions | |||||
Number of leases under lease agreement | lease | 4 | ||||
Marciano Entities | Privately-held men's footwear company | |||||
Related Party Transactions | |||||
Minority interest percentage held | 30% | ||||
Ownership percentage held by related party | 45% | ||||
Line of credit provided | $ 2,000 | ||||
Interest rate for line of credit provided (in percent) | 2.75% | ||||
Outstanding borrowings on line of credit provided | $ 400 | $ 200 | |||
Marciano Entities | Related party leases | |||||
Related Party Transactions | |||||
Expenses under related party arrangement | 8,900 | 8,500 | $ 6,300 | ||
Marciano Entities | Related party leases | Privately-held men's footwear company | |||||
Related Party Transactions | |||||
Revenue under related party agreement (less than) | 17 | ||||
Marciano Entities | Fees incurred for aircraft charter | |||||
Related Party Transactions | |||||
Payments under related party transaction | 3,100 | 3,500 | 2,800 | ||
Marciano Entities | Fulfillment Services Agreement | Privately-held men's footwear company | |||||
Related Party Transactions | |||||
Cost-plus percentage | 5% | ||||
Revenue under related party agreement (less than) | 5 | ||||
Marciano Entities | Distributorship Agreement | Privately-held men's footwear company | |||||
Related Party Transactions | |||||
Expenses under related party arrangement | 5 | ||||
Discount percentage | 35% | ||||
Agreement term | 15 months | ||||
Maurice Marciano, Paul Marciano and Carlos Alberini | Privately-Held Fashion Accessories Company | |||||
Related Party Transactions | |||||
Payments under related party transaction | $ 6,800 | $ 4,500 | $ 2,800 | ||
Ownership percentage held by related party | 20% | ||||
Maurice Marciano and Paul Marciano | Privately-Held Fashion Accessories Company | |||||
Related Party Transactions | |||||
Ownership percentage held by related party | 16% | ||||
Carlos Alberini | Privately-Held Fashion Accessories Company | |||||
Related Party Transactions | |||||
Ownership percentage held by related party | 4% |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) € in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Feb. 28, 2023 USD ($) | Jul. 29, 2023 EUR (€) | Jan. 28, 2023 USD ($) subsidiary | Jan. 28, 2023 EUR (€) subsidiary | Jan. 29, 2022 USD ($) | Jan. 30, 2021 USD ($) | Jan. 28, 2023 EUR (€) | Jan. 29, 2022 EUR (€) | |
Other Commitments [Line Items] | ||||||||
Purchase commitments | $ 303,300,000 | |||||||
Redeemable noncontrolling interests | 9,154,000 | $ 9,500,000 | $ 3,920,000 | |||||
Redeemable noncontrolling interest redemption value adjustment | 0 | 5,654,000 | $ 0 | |||||
Financial Guarantee | Guess Europe SAGL | ||||||||
Other Commitments [Line Items] | ||||||||
Guarantee maximum amount | $ 900,000 | |||||||
Guess Brazil | ||||||||
Other Commitments [Line Items] | ||||||||
Total equity interest in subsidiary held by noncontrolling owners (as a percent) | 40% | 40% | ||||||
Redeemable noncontrolling interests | $ 500,000 | $ 400,000 | ||||||
Guess CIS | ||||||||
Other Commitments [Line Items] | ||||||||
Total equity interest in subsidiary held by noncontrolling owners (as a percent) | 30% | 30% | ||||||
Redeemable noncontrolling interests | € | € 8 | € 8.1 | ||||||
Guess CIS | Forecast | ||||||||
Other Commitments [Line Items] | ||||||||
Payment to acquire noncontrolling interest | € | € 8 | |||||||
Claim under the Trafficking Victims Protection Act | Subsequent events | ||||||||
Other Commitments [Line Items] | ||||||||
Settlement amount awarded to plaintiff | $ 75,000 | |||||||
Italy | Pending litigation | Italian customs tax audit and appeals | Europe | ||||||||
Other Commitments [Line Items] | ||||||||
Number of subsidiaries under audit by the Italian Customs Agency | subsidiary | 1 | 1 | ||||||
Customs tax assessments including potential penalties and interest | $ 10,700,000 | 9.8 | ||||||
Appealed custom tax assessments | 10,500,000 | € 9.7 | ||||||
Italy | Pending litigation | Italian customs tax audit and appeals | Europe | Appeals Court | ||||||||
Other Commitments [Line Items] | ||||||||
Amount with appealed ruling in favor of the Company | 9,200,000 | 8.5 | ||||||
Monetary damages awarded by court to the plaintiff | 1,300,000 | 1.2 | ||||||
Italy | Pending litigation | Italian customs tax audit and appeals | Europe | Italian Supreme Court | ||||||||
Other Commitments [Line Items] | ||||||||
Amount being reconsidered in lower court | 1,200,000 | 1.1 | ||||||
Italy | Settled litigation | Italian customs tax audit and appeals | Europe | Italian Supreme Court | ||||||||
Other Commitments [Line Items] | ||||||||
Amount with appealed ruling in favor of the Company | 400,000 | € 0.4 | ||||||
Private equity fund | ||||||||
Other Commitments [Line Items] | ||||||||
Unfunded commitment to invest in private equity fund | $ 11,900,000 | € 11 |
Commitments and Contingencies_2
Commitments and Contingencies - Redeemable Noncontrolling Interests (Details) - USD ($) | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Redeemable Noncontrolling Interest [Roll Forward] | |||
Beginning balance | $ 9,500,000 | $ 3,920,000 | |
Redeemable noncontrolling interest redemption value adjustment | 0 | 5,654,000 | $ 0 |
Foreign currency translation adjustment | (346,000) | (74,000) | |
Ending balance | $ 9,154,000 | $ 9,500,000 | $ 3,920,000 |
Savings Plan (Details)
Savings Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
DCP | Other income/ expense | |||
Savings Plan | |||
Deferred compensation plan, gains (losses) related to the change in the value of the insurance policy investments | $ (0.4) | $ 0.8 | $ 1.8 |
Accrued expenses and other long-term liabilities | |||
Savings Plan | |||
Deferred compensation liability | 15.2 | 15.8 | |
Other assets | |||
Savings Plan | |||
Deferred compensation, long-term asset | $ 16.2 | 16.6 | |
Savings Plan | |||
Savings Plan | |||
Employee contribution limit per calendar year (as a percent of compensation) | 100% | ||
Employer contribution limit (as a percent of compensation) | 3% | ||
Company's contributions to the savings plan | $ 2 | $ 1.7 | $ 1.4 |
Segment Information - Summary (
Segment Information - Summary (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Segment information of net revenue, earnings (loss) from operations, capital expenditures and total assets | |||
Net revenue | $ 2,687,350 | $ 2,591,631 | $ 1,876,529 |
Earnings (loss) from operations | 248,173 | 305,037 | (60,497) |
Asset impairment charges | (9,544) | (3,149) | (80,442) |
Net gains on lease modifications | 2,267 | 259 | 2,801 |
Capital expenditures | 89,503 | 63,521 | 18,876 |
China | |||
Segment information of net revenue, earnings (loss) from operations, capital expenditures and total assets | |||
Inventory write-down | 12,000 | ||
Operating segments | |||
Segment information of net revenue, earnings (loss) from operations, capital expenditures and total assets | |||
Earnings (loss) from operations | 380,385 | 437,515 | 118,106 |
Operating segments | Americas Retail | |||
Segment information of net revenue, earnings (loss) from operations, capital expenditures and total assets | |||
Net revenue | 758,100 | 759,117 | 510,806 |
Earnings (loss) from operations | 87,184 | 124,902 | (15,776) |
Capital expenditures | 23,149 | 7,152 | 3,052 |
Operating segments | Americas Wholesale | |||
Segment information of net revenue, earnings (loss) from operations, capital expenditures and total assets | |||
Net revenue | 206,208 | 201,202 | 117,607 |
Earnings (loss) from operations | 46,266 | 53,731 | 19,912 |
Capital expenditures | 4,039 | 1,024 | 53 |
Operating segments | Europe | |||
Segment information of net revenue, earnings (loss) from operations, capital expenditures and total assets | |||
Net revenue | 1,380,790 | 1,297,550 | 941,546 |
Earnings (loss) from operations | 159,629 | 174,860 | 66,790 |
Capital expenditures | 51,265 | 47,034 | 12,631 |
Operating segments | Asia | |||
Segment information of net revenue, earnings (loss) from operations, capital expenditures and total assets | |||
Net revenue | 238,815 | 237,053 | 232,574 |
Earnings (loss) from operations | (4,811) | (4,114) | (20,758) |
Capital expenditures | 3,932 | 4,337 | 1,915 |
Operating segments | Licensing | |||
Segment information of net revenue, earnings (loss) from operations, capital expenditures and total assets | |||
Net revenue | 103,437 | 96,709 | 73,996 |
Earnings (loss) from operations | 92,117 | 88,136 | 67,938 |
Corporate overhead | |||
Segment information of net revenue, earnings (loss) from operations, capital expenditures and total assets | |||
Earnings (loss) from operations | (124,935) | (129,588) | (100,962) |
Capital expenditures | 7,118 | 3,974 | 1,225 |
Reconciling items | |||
Segment information of net revenue, earnings (loss) from operations, capital expenditures and total assets | |||
Asset impairment charges | (9,544) | (3,149) | (80,442) |
Net gains on lease modifications | $ 2,267 | $ 259 | $ 2,801 |
Segment Information - Geographi
Segment Information - Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Information related to geographic areas in which the Company operated | |||
Net revenue | $ 2,687,350 | $ 2,591,631 | $ 1,876,529 |
Long-lived assets | $ 932,236 | $ 977,102 | |
Fiscal period duration | 364 days | 364 days | 364 days |
U.S. | |||
Information related to geographic areas in which the Company operated | |||
Long-lived assets | $ 232,061 | $ 256,685 | |
Italy | |||
Information related to geographic areas in which the Company operated | |||
Long-lived assets | 140,261 | 115,356 | |
Germany | |||
Information related to geographic areas in which the Company operated | |||
Long-lived assets | 48,095 | 38,757 | |
Canada | |||
Information related to geographic areas in which the Company operated | |||
Long-lived assets | 17,315 | 23,994 | |
Spain | |||
Information related to geographic areas in which the Company operated | |||
Long-lived assets | 107,859 | 121,392 | |
South Korea | |||
Information related to geographic areas in which the Company operated | |||
Long-lived assets | 8,174 | 8,440 | |
Other foreign countries | |||
Information related to geographic areas in which the Company operated | |||
Long-lived assets | 378,471 | 412,478 | |
Product sales | |||
Information related to geographic areas in which the Company operated | |||
Net revenue | 2,583,913 | 2,494,922 | $ 1,802,533 |
Product sales | U.S. | |||
Information related to geographic areas in which the Company operated | |||
Net revenue | 673,868 | 722,610 | 461,555 |
Product sales | Italy | |||
Information related to geographic areas in which the Company operated | |||
Net revenue | 289,170 | 265,106 | 182,115 |
Product sales | Germany | |||
Information related to geographic areas in which the Company operated | |||
Net revenue | 187,888 | 189,083 | 138,762 |
Product sales | Canada | |||
Information related to geographic areas in which the Company operated | |||
Net revenue | 175,485 | 150,339 | 104,432 |
Product sales | Spain | |||
Information related to geographic areas in which the Company operated | |||
Net revenue | 150,045 | 137,037 | 97,032 |
Product sales | South Korea | |||
Information related to geographic areas in which the Company operated | |||
Net revenue | 140,449 | 126,563 | 120,703 |
Product sales | Other foreign countries | |||
Information related to geographic areas in which the Company operated | |||
Net revenue | 967,008 | 904,184 | 697,934 |
Net royalties | |||
Information related to geographic areas in which the Company operated | |||
Net revenue | $ 103,437 | $ 96,709 | $ 73,996 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | Apr. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Net earnings (loss) attributable to Guess?, Inc. | $ 149,610 | $ 171,363 | $ (81,229) | |
Less net earnings attributable to nonvested restricted stockholders | 1,405 | 1,831 | 181 | |
Net earnings (loss) attributable to common stockholders | 148,205 | 169,532 | (81,410) | |
Add interest expense related to the Notes | 4,896 | 0 | 0 | |
Net earnings (loss) attributable to common stockholders, diluted | $ 153,101 | $ 169,532 | $ (81,410) | |
Weighted average common shares used in basic computations (in shares) | 56,484,000 | 64,021,000 | 64,179,000 | |
Effect of dilutive securities: | ||||
Stock options and restricted stock units (in shares) | 1,639,000 | 1,898,000 | 0 | |
The Notes (in shares) | 11,964,000 | 0 | 0 | |
Weighted average common shares used in diluted computations (in shares) | 70,087,000 | 65,919,000 | 64,179,000 | |
Net earnings (loss) per common share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ 2.62 | $ 2.65 | $ (1.27) | |
Diluted (in dollars per share) | $ 2.18 | $ 2.57 | $ (1.27) | |
Antidilutive securities excluded from computation of earnings per share | ||||
Antidilutive equity awards excluded from computation of diluted weighted average common shares (in shares) | 1,240,937 | 562,876 | 2,870,479 | |
Warrants outstanding (in shares) | 11,600,000 | 11,600,000 | ||
Strike price of warrants (in dollars per share) | $ 46.88 | $ 46.88 | ||
Performance-based or market-based units | ||||
Antidilutive securities excluded from computation of earnings per share | ||||
Awards subject to performance or market conditions that were excluded from the computation of diluted weighted average common shares (in shares) | 484,365 | 300,000 | 0 | |
Potentially dilutive shares | ||||
Antidilutive securities excluded from computation of earnings per share | ||||
Antidilutive equity awards excluded from computation of diluted weighted average common shares (in shares) | 867,704 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Apr. 22, 2022 shares | Apr. 27, 2020 shares | Feb. 20, 2019 shares | Jan. 28, 2023 USD ($) plan $ / shares shares | Jan. 29, 2022 USD ($) $ / shares shares | Jan. 30, 2021 USD ($) $ / shares shares | Apr. 21, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of share-based compensation plans | plan | 2 | ||||||
Stock options granted (in shares) | shares | 0 | 0 | |||||
Weighted average fair values of stock options granted during the period (in dollars per share) | $ / shares | $ 4.41 | ||||||
Total intrinsic value of options exercised (in dollars) | $ 1,600 | $ 1,800 | $ 4,000 | ||||
Cash received from option exercises | 3,700 | 3,300 | 6,200 | ||||
Share-based compensation expense | 20,395 | 21,119 | 18,830 | ||||
Unrecognized compensation cost related to nonvested stock options | $ 700 | ||||||
Stock awards/units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock awards or units granted (in shares) | shares | 1,049,886 | ||||||
Share-based compensation expense | $ 17,478 | $ 17,385 | $ 15,110 | ||||
Income tax benefit on recognized compensation cost | $ 3,800 | ||||||
Granted (in dollars per share) | $ / shares | $ 19.74 | $ 24.21 | $ 8.65 | ||||
Total fair value at grant date of previously nonvested stock awards/units that were vested during the period | $ 14,300 | $ 13,200 | $ 22,900 | ||||
Total intrinsic value of nonvested stock awards/units that vested during the period | 17,200 | 15,900 | 22,100 | ||||
Total intrinsic value of nonvested stock awards/units outstanding | 53,200 | ||||||
Total unrecognized compensation cost | $ 20,500 | ||||||
Weighted average period for recognition of unrecognized compensation cost (in years/months/days) | 1 year 7 months 6 days | ||||||
Excess tax windfall | $ 500 | ||||||
Stock awards/units | Selling, general and administrative expenses | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ 17,500 | ||||||
Performance-based units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock awards or units granted (in shares) | shares | 294,985 | ||||||
Granted (in dollars per share) | $ / shares | $ 20.34 | ||||||
Performance-based units | Vesting, Tranche one | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Performance-based units | Vesting, Tranches after initial vesting period | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 2 years | ||||||
Performance-based units | Vesting, Tranches after initial vesting period | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Target performance units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Target performance units | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting rights based on the satisfaction of certain performance or market-based criteria (as a percentage) | 0% | ||||||
Target performance units | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting rights based on the satisfaction of certain performance or market-based criteria (as a percentage) | 100% | ||||||
Market-based units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock awards or units granted (in shares) | shares | 156,845 | ||||||
Granted (in dollars per share) | $ / shares | $ 14.66 | ||||||
Market-based units | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting rights based on the satisfaction of certain performance or market-based criteria (as a percentage) | 0% | ||||||
Market-based units | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting rights based on the satisfaction of certain performance or market-based criteria (as a percentage) | 150% | ||||||
Market-based units | Vesting, Tranche one | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Market Based Shares - Stock Price Levels | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Contingently returnable restricted stock units | CEO | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock awards or units granted (in shares) | shares | 150,000 | ||||||
Implied service period | 1 year | ||||||
Restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock awards or units granted (in shares) | shares | 816,708 | ||||||
Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ 2,709 | $ 3,528 | $ 3,430 | ||||
Income tax benefit on recognized compensation cost | $ 600 | ||||||
Weighted average period for recognition of unrecognized compensation cost (in years/months/days) | 3 months 18 days | ||||||
Stock options | Selling, general and administrative expenses | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ 2,700 | ||||||
2004 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of additional shares authorized (in shares) | shares | 680,000 | ||||||
Authorized number of shares (in shares) | shares | 29,780,000 | 29,100,000 | |||||
Shares available for grant under the plan (in shares) | shares | 4,525,424 | 3,955,910 | |||||
2004 Equity Incentive Plan | Stock awards excluding stock options and stock appreciation rights | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number that new grants on or after May 1, 2017 are counted against shares authorized (excluding stock options or stock appreciation rights) (in shares) | shares | 1.6 | 3.54 | |||||
2004 Equity Incentive Plan | Stock awards/units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting rights (as a percentage) | 25% | ||||||
2004 Equity Incentive Plan | Stock awards/units | Vesting, Tranche one | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 9 months | 9 months | 9 months | ||||
2004 Equity Incentive Plan | Stock awards/units | Vesting, Tranche two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | 1 year | 1 year | ||||
2004 Equity Incentive Plan | Stock awards/units | Vesting, Tranche three | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | 1 year | 1 year | ||||
2004 Equity Incentive Plan | Stock awards/units | Vesting, Tranche four | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | 1 year | 1 year | ||||
2004 Equity Incentive Plan | Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Term of award | 10 years | ||||||
Vesting rights (as a percentage) | 25% | ||||||
2004 Equity Incentive Plan | Stock options | Vesting, Tranche one | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 9 months | 9 months | 9 months | ||||
2004 Equity Incentive Plan | Stock options | Vesting, Tranche two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | 1 year | 1 year | ||||
2004 Equity Incentive Plan | Stock options | Vesting, Tranche three | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | 1 year | 1 year | ||||
2004 Equity Incentive Plan | Stock options | Vesting, Tranche four | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | 1 year | 1 year | ||||
ESPP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Authorized number of shares (in shares) | shares | 4,000,000 | ||||||
Purchase price of the Company's common stock determined as the lower of the closing price at the beginning or end of the quarterly stock purchase period (as a percentage) | 85% | ||||||
Weighted average fair values of stock options granted during the period (in dollars per share) | $ / shares | $ 4.55 | $ 5.44 | $ 3.32 | ||||
Share-based compensation expense | $ 208 | $ 206 | $ 290 | ||||
Minimum holding period for shares purchased under the ESPP (in months) | 6 months | ||||||
Period before quarter end prohibited for trading, as per Company's securities trading policy | 14 days | ||||||
Period after public announcement of earnings prohibited for trading, as per Company's securities trading policy (in days) | 2 days | ||||||
Issuance of stock under Employee Stock Purchase Plan (in shares) | shares | 45,843 | 38,144 | 86,780 | ||||
Issuance of stock pursuant to ESPP (in dollars per share) | $ / shares | $ 12.70 | $ 11.81 | $ 11.82 | ||||
2006 Non-Employee Directors Stock Grant and Stock Option Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares available for grant under the plan (in shares) | shares | 240,941 |
Share-Based Compensation - Shar
Share-Based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 20,395 | $ 21,119 | $ 18,830 |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 208 | 206 | 290 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 2,709 | 3,528 | 3,430 |
Stock awards/units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 17,478 | $ 17,385 | $ 15,110 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
Number of Shares | ||
Options outstanding at the beginning of the period (in shares) | 3,097,158 | |
Granted (in shares) | 0 | 0 |
Exercised (in shares) | (242,647) | |
Forfeited (in shares) | (166,782) | |
Expired (in shares) | (118,100) | |
Options outstanding at the end of the period (in shares) | 2,569,629 | 3,097,158 |
Exercisable at the end of the period (in shares) | 2,022,700 | |
Weighted Average Exercise Price | ||
Options outstanding at the beginning of the period (in dollars per share) | $ 16.58 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 15.06 | |
Forfeited (in dollars per share) | 13.87 | |
Expired (in dollars per share) | 30.89 | |
Options outstanding at the end of the period (in dollars per share) | 16.24 | $ 16.58 |
Exercisable at the end of the period (in dollars per share) | $ 16.89 | |
Weighted Average Remaining Contractual Term (Years) | ||
Options outstanding at the end of the period (in years/months/days) | 5 years 5 months 15 days | |
Exercisable at the end of the period (in years/months/days) | 5 years 1 month 13 days | |
Aggregate Intrinsic Value | ||
Options outstanding at the end of the period (in dollars) | $ 17,915 | |
Exercisable at the end of the period (in dollars) | $ 13,045 |
Share-Based Compensation - Assu
Share-Based Compensation - Assumptions (Details) | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.40% | 0% | 0.10% |
Expected stock price volatility | 55.40% | 50.40% | 145.90% |
Expected dividend yield | 5.30% | 2.40% | 1.40% |
Expected life of options | 3 months | 3 months | 3 months |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 0.30% | ||
Expected stock price volatility | 91.60% | ||
Expected dividend yield | 5.10% | ||
Expected life of options | 4 years 3 months 18 days | ||
Market-based units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.80% | 0.60% | 0.20% |
Expected stock price volatility | 71.30% | 78.40% | 62.80% |
Expected dividend yield | 0% | 0% | 0% |
Expected life of options | 2 years 8 months 12 days | 3 years 6 months | 2 years 7 months 6 days |
Share-Based Compensation - St_2
Share-Based Compensation - Stock Awards/Units Activity (Details) - $ / shares | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Stock awards/units | |||
Number of Shares/Units | |||
Nonvested at the beginning of the period (in shares) | 2,275,593 | ||
Granted (in shares) | 1,049,886 | ||
Vested (in shares) | (799,229) | ||
Forfeited (in shares) | (185,958) | ||
Nonvested at the end of the period (in shares) | 2,340,292 | 2,275,593 | |
Weighted Average Grant Date Fair Value | |||
Nonvested at the beginning of the period (in dollars per share) | $ 16.72 | ||
Granted (in dollars per share) | 19.74 | $ 24.21 | $ 8.65 |
Vested (in dollars per share) | 17.85 | ||
Forfeited (in dollars per share) | 15.18 | ||
Nonvested at the end of the period (in dollars per share) | $ 17.81 | $ 16.72 | |
Performance-based units | |||
Number of Shares/Units | |||
Nonvested at the beginning of the period (in shares) | 643,813 | ||
Granted (in shares) | 294,985 | ||
Vested (in shares) | (314,453) | ||
Forfeited (in shares) | (11,718) | ||
Nonvested at the end of the period (in shares) | 612,627 | 643,813 | |
Weighted Average Grant Date Fair Value | |||
Nonvested at the beginning of the period (in dollars per share) | $ 18.78 | ||
Granted (in dollars per share) | 20.34 | ||
Vested (in dollars per share) | 17.31 | ||
Forfeited (in dollars per share) | 26.40 | ||
Nonvested at the end of the period (in dollars per share) | $ 20.14 | $ 18.78 | |
Market-based units | |||
Number of Shares/Units | |||
Nonvested at the beginning of the period (in shares) | 877,813 | ||
Granted (in shares) | 156,845 | ||
Vested (in shares) | 0 | ||
Forfeited (in shares) | (87,871) | ||
Nonvested at the end of the period (in shares) | 946,787 | 877,813 | |
Weighted Average Grant Date Fair Value | |||
Nonvested at the beginning of the period (in dollars per share) | $ 14.22 | ||
Granted (in dollars per share) | 14.66 | ||
Vested (in dollars per share) | 0 | ||
Forfeited (in dollars per share) | 9.39 | ||
Nonvested at the end of the period (in dollars per share) | $ 14.75 | $ 14.22 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy for Assets and Liabilities (Details) - Assets and liabilities measured at fair value on a recurring basis - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 |
Assets: | ||
Total Assets | $ 3,253 | $ 7,133 |
Liabilities: | ||
Deferred compensation obligations | 15,187 | 15,794 |
Total Liabilities | 31,891 | 15,868 |
Level 1 | ||
Assets: | ||
Total Assets | 0 | 0 |
Liabilities: | ||
Deferred compensation obligations | 0 | 0 |
Total Liabilities | 0 | 0 |
Level 2 | ||
Assets: | ||
Total Assets | 3,253 | 7,133 |
Liabilities: | ||
Deferred compensation obligations | 15,187 | 15,794 |
Total Liabilities | 31,891 | 15,868 |
Level 3 | ||
Assets: | ||
Total Assets | 0 | 0 |
Liabilities: | ||
Deferred compensation obligations | 0 | 0 |
Total Liabilities | 0 | 0 |
Foreign exchange currency contracts | ||
Assets: | ||
Derivative assets | 2,219 | 7,133 |
Liabilities: | ||
Derivative liabilities | 16,704 | 0 |
Foreign exchange currency contracts | Level 1 | ||
Assets: | ||
Derivative assets | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Foreign exchange currency contracts | Level 2 | ||
Assets: | ||
Derivative assets | 2,219 | 7,133 |
Liabilities: | ||
Derivative liabilities | 16,704 | 0 |
Foreign exchange currency contracts | Level 3 | ||
Assets: | ||
Derivative assets | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Interest rate swap | ||
Assets: | ||
Derivative assets | 1,034 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 74 |
Interest rate swap | Level 1 | ||
Assets: | ||
Derivative assets | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Interest rate swap | Level 2 | ||
Assets: | ||
Derivative assets | 1,034 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 74 |
Interest rate swap | Level 3 | ||
Assets: | ||
Derivative assets | 0 | 0 |
Liabilities: | ||
Derivative liabilities | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands, € in Millions | 12 Months Ended | |||||||
Jan. 28, 2023 USD ($) | Jan. 28, 2023 EUR (€) | Jan. 29, 2022 USD ($) | Jan. 29, 2022 EUR (€) | Jan. 30, 2021 USD ($) | Jan. 30, 2021 EUR (€) | Jan. 28, 2023 EUR (€) | Jan. 29, 2022 EUR (€) | |
Fair value hierarchy for assets and liabilities measured at fair value on a recurring basis | ||||||||
Payments to acquire investment in private equity fund | $ 598 | $ 1,562 | $ 4,818 | |||||
Private equity fund | ||||||||
Fair value hierarchy for assets and liabilities measured at fair value on a recurring basis | ||||||||
Unfunded commitment to invest in private equity fund | 11,900 | € 11 | ||||||
Private equity fund | Fair Value Measured at Net Asset Value Per Share | ||||||||
Fair value hierarchy for assets and liabilities measured at fair value on a recurring basis | ||||||||
Payments to acquire investment in private equity fund | 100 | € 0.1 | 1,500 | € 1.3 | ||||
Unfunded commitment to invest in private equity fund | 11,900 | 11 | ||||||
Private equity fund | Fair Value Measured at Net Asset Value Per Share | Other income/ expense | ||||||||
Fair value hierarchy for assets and liabilities measured at fair value on a recurring basis | ||||||||
Unrealized gains on investments | 0 | € 0 | 100 | € 0.1 | $ 0 | € 0 | ||
Private equity fund | Fair Value Measured at Net Asset Value Per Share | Other assets | ||||||||
Fair value hierarchy for assets and liabilities measured at fair value on a recurring basis | ||||||||
Investment | $ 4,000 | $ 4,000 | € 3.7 | € 3.6 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Summary of Derivative Instruments (Details) - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 |
ASSETS: | ||
Derivatives, assets | $ 3,253 | $ 7,133 |
LIABILITIES: | ||
Derivatives, liabilities | 16,704 | 74 |
Cash flow hedges | Derivatives designated as hedging instruments | ||
ASSETS: | ||
Derivatives, assets | 2,107 | 5,999 |
LIABILITIES: | ||
Derivatives, liabilities | 12,930 | 74 |
Other current assets/Other assets | Foreign exchange currency contracts | Cash flow hedges | Derivatives designated as hedging instruments | ||
ASSETS: | ||
Derivatives, assets | 1,073 | 5,999 |
Other assets | Interest rate swap | Cash flow hedges | Derivatives designated as hedging instruments | ||
ASSETS: | ||
Derivatives, assets | 1,034 | 0 |
Other current assets | Foreign exchange currency contracts | Derivatives not designated as hedging instruments | ||
ASSETS: | ||
Derivatives, assets | 1,146 | 1,134 |
Accrued expenses/Other long-term liabilities | Foreign exchange currency contracts | Cash flow hedges | Derivatives designated as hedging instruments | ||
LIABILITIES: | ||
Derivatives, liabilities | 12,930 | 0 |
Other long-term liabilities | Interest rate swap | Cash flow hedges | Derivatives designated as hedging instruments | ||
LIABILITIES: | ||
Derivatives, liabilities | 0 | 74 |
Accrued expenses and other current liabilities | Foreign exchange currency contracts | Derivatives not designated as hedging instruments | ||
LIABILITIES: | ||
Derivatives, liabilities | $ 3,774 | $ 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | Jan. 28, 2017 | |
Derivative [Line Items] | |||||
Net unrealized gain (loss) in accumulated other comprehensive income (loss) related to cash flow hedges | $ 572,751 | $ 653,643 | $ 565,580 | $ 661,347 | |
Foreign exchange currency cash flow hedge unrealized gain to be recognized in cost of product sales over the following 12 months | 1,100 | ||||
Interest rate swap cash flow hedge unrealized gain to be recognized in interest expense over the following 12 months | 800 | ||||
Derivative Financial Instruments Designated as Cash Flow Hedges | |||||
Derivative [Line Items] | |||||
Net unrealized gain (loss) in accumulated other comprehensive income (loss) related to cash flow hedges | $ (1,584) | 7,280 | $ (4,876) | $ 6,300 | |
Derivatives not designated as hedging instruments | Euro | |||||
Derivative [Line Items] | |||||
U.S. dollar forward contracts outstanding, maximum remaining maturity period (in months) | 11 months | ||||
Foreign exchange currency contracts | Derivative Financial Instruments Designated as Cash Flow Hedges | |||||
Derivative [Line Items] | |||||
Net unrealized gain (loss) in accumulated other comprehensive income (loss) related to cash flow hedges | $ (2,400) | ||||
Foreign exchange currency contracts | Derivatives not designated as hedging instruments | Euro | |||||
Derivative [Line Items] | |||||
Notional amount of derivative outstanding | 83,500 | 19,000 | |||
Interest rate swap | Derivative Financial Instruments Designated as Cash Flow Hedges | |||||
Derivative [Line Items] | |||||
Net unrealized gain (loss) in accumulated other comprehensive income (loss) related to cash flow hedges | $ 800 | ||||
Interest rate swap | Cash flow hedges | Derivatives designated as hedging instruments | |||||
Derivative [Line Items] | |||||
Notional amount of derivative outstanding | $ 21,500 | ||||
Fixed rate of interest rate swap designated as a cash flow hedge (as a percent) | 3.06% | ||||
Europe | Cash flow hedges | Derivatives designated as hedging instruments | |||||
Derivative [Line Items] | |||||
U.S. dollar forward contracts outstanding, maximum remaining maturity period (in months) | 15 months | ||||
Europe | Foreign exchange currency contracts | Cash flow hedges | Derivatives designated as hedging instruments | |||||
Derivative [Line Items] | |||||
U.S. dollar forward contracts purchased, total notional amount | $ 315,000 | ||||
Notional amount of derivative outstanding | $ 253,000 | $ 146,000 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Gain (Losses) on Derivative Instruments Designated As Cash Flow Hedges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Gains (losses) before taxes recognized on the derivative instruments designated as cash flow hedges in OCI and net earnings | |||
Gains (Losses) Recognized in OCI | $ 207 | $ 11,460 | $ (6,446) |
Gain (Loss) Reclassified from Accumulated OCI into Earnings (Loss) | 10,016 | (2,323) | 6,117 |
Foreign exchange currency contracts | |||
Gains (losses) before taxes recognized on the derivative instruments designated as cash flow hedges in OCI and net earnings | |||
Gains (Losses) Recognized in OCI | (929) | 10,807 | (5,614) |
Foreign exchange currency contracts | Cost of product sales | |||
Gains (losses) before taxes recognized on the derivative instruments designated as cash flow hedges in OCI and net earnings | |||
Gain (Loss) Reclassified from Accumulated OCI into Earnings (Loss) | 9,988 | (2,051) | 6,298 |
Interest rate swap | |||
Gains (losses) before taxes recognized on the derivative instruments designated as cash flow hedges in OCI and net earnings | |||
Gains (Losses) Recognized in OCI | 1,136 | 653 | (832) |
Interest rate swap | Interest expense | |||
Gains (losses) before taxes recognized on the derivative instruments designated as cash flow hedges in OCI and net earnings | |||
Gain (Loss) Reclassified from Accumulated OCI into Earnings (Loss) | $ 28 | $ (272) | $ (181) |
Derivative Financial Instrume_6
Derivative Financial Instruments - Net After Tax Derivative Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Net after-tax derivative activity recorded in accumulated other comprehensive income (loss) | |||
Balance at beginning of period | $ 653,643 | $ 565,580 | $ 661,347 |
Balance at end of period | 572,751 | 653,643 | 565,580 |
Derivative Financial Instruments Designated as Cash Flow Hedges | |||
Net after-tax derivative activity recorded in accumulated other comprehensive income (loss) | |||
Balance at beginning of period | 7,280 | (4,876) | 6,300 |
Net gains from changes in cash flow hedges | 47 | 10,121 | (5,709) |
Net (gains) losses reclassified to earnings (loss) | (8,911) | 2,035 | (5,467) |
Balance at end of period | $ (1,584) | $ 7,280 | $ (4,876) |
Derivative Financial Instrume_7
Derivative Financial Instruments - Gain (Loss) on Derivatives Not Designated As Hedging Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Other expense | Foreign exchange currency contracts | |||
Derivative [Line Items] | |||
Gain (Loss) Recognized in Earnings (Loss) | $ (2,833) | $ 1,941 | $ (5,117) |
Share Repurchase Program (Detai
Share Repurchase Program (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||
Mar. 14, 2022 | Jul. 30, 2022 | Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | Mar. 18, 2022 | Aug. 23, 2021 | Jun. 26, 2012 | |
Equity, Class of Treasury Stock [Line Items] | ||||||||
Shares repurchased, aggregate cost | $ 186,747,000 | $ 51,030,000 | $ 38,876,000 | |||||
Share Repurchase Program | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Value of common stock authorized to be repurchased | $ 249,000,000 | $ 200,000,000 | $ 500,000,000 | |||||
Value of common stock remaining to be repurchased | $ 62,300,000 | $ 47,800,000 | ||||||
Stock repurchase program, authorized amount, increase during period | $ 100,000,000 | |||||||
Number of common stock repurchased (in shares) | 8,985,603 | 2,289,292 | 4,000,000 | |||||
Shares repurchased, aggregate cost | $ 186,700,000 | $ 51,000,000 | $ 38,800,000 | |||||
2022 Accelerated Share Repurchase Contract | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Value of common stock authorized to be repurchased | $ 175,000,000 | |||||||
Number of common stock repurchased (in shares) | 8,500,000 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||||
Mar. 14, 2023 | Nov. 23, 2021 | Nov. 22, 2021 | Oct. 31, 2020 | Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Subsequent Events | |||||||
Dividends declared per common share (in dollars per share) | $ 0.225 | $ 0.1125 | $ 0.1125 | $ 0.9000 | $ 0.5625 | $ 0.2250 | |
Subsequent events | |||||||
Subsequent Events | |||||||
Dividends declared per common share (in dollars per share) | $ 0.225 |
SCHEDULE II VALUATION AND QUA_2
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Reconciliation of valuation and qualifying accounts | |||
Beginning balance | $ 123,750 | $ 111,769 | $ 84,931 |
Costs Charged to Expenses | 153,929 | 149,648 | 159,906 |
Deductions and Write-offs | (170,862) | (137,667) | (133,068) |
Ending balance | 106,817 | 123,750 | 111,769 |
Allowance for doubtful accounts | |||
Reconciliation of valuation and qualifying accounts | |||
Beginning balance | 11,039 | 14,200 | 8,431 |
Costs Charged to Expenses | 907 | 4,670 | 6,033 |
Deductions and Write-offs | (3,392) | (7,831) | (264) |
Ending balance | 8,554 | 11,039 | 14,200 |
Allowance for markdowns | |||
Reconciliation of valuation and qualifying accounts | |||
Beginning balance | 19,014 | 16,245 | 12,562 |
Costs Charged to Expenses | 26,720 | 21,159 | 25,942 |
Deductions and Write-offs | (28,204) | (18,390) | (22,259) |
Ending balance | 17,530 | 19,014 | 16,245 |
Allowance for sales returns | |||
Reconciliation of valuation and qualifying accounts | |||
Beginning balance | 38,419 | 27,193 | 33,178 |
Costs Charged to Expenses | 123,525 | 122,672 | 104,560 |
Deductions and Write-offs | (126,274) | (111,446) | (110,545) |
Ending balance | 35,670 | 38,419 | 27,193 |
Allowance for deferred tax asset valuation | |||
Reconciliation of valuation and qualifying accounts | |||
Beginning balance | 55,278 | 54,131 | 30,760 |
Costs Charged to Expenses | 2,777 | 1,147 | 23,371 |
Deductions and Write-offs | (12,992) | 0 | 0 |
Ending balance | $ 45,063 | $ 55,278 | $ 54,131 |