Cover Page
Cover Page - shares | 6 Months Ended | |
Aug. 03, 2024 | Sep. 03, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Aug. 03, 2024 | |
Document Transition Report | false | |
Entity File Number | 1-11893 | |
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 $0.01 per share | |
Trading Symbol | GES | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 51,422,316 | |
Entity Registrant Name | GUESS INC | |
Entity Central Index Key | 0000912463 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2025 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --02-01 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Aug. 03, 2024 | Feb. 03, 2024 |
Current assets: | ||
Cash and cash equivalents | $ 218,856 | $ 360,285 |
Accounts receivable, net | 332,037 | 314,769 |
Inventories | 603,263 | 466,297 |
Other current assets | 101,701 | 84,122 |
Total current assets | 1,255,857 | 1,225,473 |
Property and equipment, net | 238,088 | 246,648 |
Goodwill | 34,335 | 34,100 |
Deferred income tax assets | 177,139 | 178,910 |
Restricted cash | 1,394 | 0 |
Operating lease right-of-use assets | 767,463 | 667,031 |
Other assets | 302,369 | 237,859 |
Total assets | 2,776,645 | 2,590,021 |
Current liabilities: | ||
Current portion of borrowings and finance lease obligations | 41,348 | 40,781 |
Accounts payable | 345,648 | 272,830 |
Accrued expenses and other current liabilities | 280,950 | 263,447 |
Convertible senior notes due 2024, net | 0 | 48,048 |
Current portion of operating lease liabilities | 187,568 | 166,451 |
Total current liabilities | 855,514 | 791,557 |
Convertible senior notes due 2028, net | 350,546 | 336,717 |
Long-term debt and finance lease obligations | 187,838 | 28,210 |
Long-term operating lease liabilities | 638,228 | 542,392 |
Other long-term liabilities | 212,491 | 155,829 |
Total liabilities | 2,244,617 | 1,854,705 |
Redeemable noncontrolling interests | 385 | 522 |
Commitments and contingencies (Note 14) | ||
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 142,771,315 shares; outstanding 51,418,318 and 53,007,966 shares as of August 3, 2024 and February 3, 2024, respectively | 514 | 530 |
Paid-in capital | 599,899 | 594,520 |
Retained earnings | 1,262,730 | 1,412,426 |
Accumulated other comprehensive loss | (137,658) | (137,010) |
Treasury stock, 91,352,935 and 89,763,349 shares as of August 3, 2024 and February 3, 2024, respectively | (1,234,275) | (1,185,526) |
Guess?, Inc. stockholders’ equity | 491,210 | 684,940 |
Nonredeemable noncontrolling interests | 40,433 | 49,854 |
Total stockholders’ equity | 531,643 | 734,794 |
Total liabilities and stockholders' equity | $ 2,776,645 | $ 2,590,021 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Aug. 03, 2024 | Feb. 03, 2024 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, issued (in shares) | 142,771,253 | 142,771,315 |
Common stock, outstanding (in shares) | 51,418,318 | 53,007,966 |
Treasury stock (in shares) | 91,352,935 | 89,763,349 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2024 | Jul. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | |
Net revenue | $ 732,560 | $ 664,512 | $ 1,324,503 | $ 1,234,310 |
Cost of product sales | 412,617 | 370,069 | 756,459 | 707,882 |
Gross profit | 319,943 | 294,443 | 568,044 | 526,428 |
Selling, general and administrative expenses | 282,951 | 229,652 | 549,799 | 460,625 |
Asset impairment charges | 2,277 | 2,622 | 3,418 | 4,556 |
Net gains on lease modifications | 0 | (2,431) | 0 | (2,431) |
Gain on sale of assets | (13,781) | 0 | (13,781) | 0 |
Loss on equity method investment | 720 | 0 | 720 | 0 |
Earnings from operations | 47,776 | 64,600 | 27,888 | 63,678 |
Other income (expense): | ||||
Interest expense | (7,707) | (5,742) | (14,081) | (9,960) |
Interest income | 2,957 | 2,861 | 6,605 | 5,376 |
Loss on extinguishment of debt | 0 | 0 | (1,952) | (7,696) |
Other expense, net | (39,873) | (4,592) | (4,106) | (7,223) |
Total other expense | (44,623) | (7,473) | (13,534) | (19,503) |
Earnings before income tax expense | 3,153 | 57,127 | 14,354 | 44,175 |
Income tax expense | 11,789 | 15,165 | 7,084 | 12,907 |
Net earnings (loss) | (8,636) | 41,962 | 7,270 | 31,268 |
Net earnings attributable to noncontrolling interests | 1,967 | 2,929 | 4,851 | 4,040 |
Net earnings (loss) attributable to Guess?, Inc. | $ (10,603) | $ 39,033 | $ 2,419 | $ 27,228 |
Net earnings (loss) per common share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ (0.21) | $ 0.73 | $ 0.04 | $ 0.50 |
Diluted (in dollars per share) | $ (0.28) | $ 0.59 | $ 0.04 | $ 0.46 |
Weighted average common shares outstanding attributable to common stockholders: | ||||
Basic (in shares) | 52,436 | 52,951 | 52,672 | 53,649 |
Diluted (in shares) | 67,092 | 69,869 | 54,118 | 65,608 |
Product sales | ||||
Net revenue | $ 703,460 | $ 636,496 | $ 1,266,413 | $ 1,182,406 |
Net royalties | ||||
Net revenue | $ 29,100 | $ 28,016 | $ 58,090 | $ 51,904 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2024 | Jul. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings (loss) | $ (8,636) | $ 41,962 | $ 7,270 | $ 31,268 |
Foreign currency translation adjustment | ||||
Gains (losses) arising during the period | (1,952) | 7,360 | (4,308) | 9,690 |
Derivative financial instruments designated as cash flow hedges | ||||
Gains (losses) arising during the period | (2,219) | 2,805 | (855) | 1,748 |
Less income tax effect | 387 | (350) | 168 | (235) |
Reclassification to net earnings (loss) for (gains) losses realized | (1) | (459) | 1,889 | (6,480) |
Less income tax effect | 88 | 68 | (182) | 746 |
Defined benefit plans | ||||
Foreign currency and other adjustments | (321) | (159) | (58) | (340) |
Less income tax effect | 39 | 14 | 9 | 34 |
Net actuarial (gain) loss amortization | (4) | 65 | (7) | 127 |
Prior service credit amortization | (40) | (40) | (80) | (79) |
Less income tax effect | 20 | (2) | 20 | (4) |
Total comprehensive income (loss) | (12,639) | 51,264 | 3,866 | 36,475 |
Less comprehensive income (loss) attributable to noncontrolling interests: | ||||
Net earnings | 1,967 | 2,929 | 4,851 | 4,040 |
Foreign currency translation adjustment | (3,393) | 2,382 | (2,756) | 3,691 |
Amounts attributable to noncontrolling interests | (1,426) | 5,311 | 2,095 | 7,731 |
Comprehensive income (loss) attributable to Guess?, Inc. | $ (11,213) | $ 45,953 | $ 1,771 | $ 28,744 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Aug. 03, 2024 | Jul. 29, 2023 | |
Cash flows from operating activities: | ||
Net earnings | $ 7,270 | $ 31,268 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 33,581 | 30,833 |
Amortization of debt discount and issuance costs | 2,668 | 989 |
Share-based compensation expense | 9,006 | 10,075 |
Forward contract (gains) losses | 1,366 | (8,385) |
Net (gain) loss from impairment and disposition of long-term assets | (10,065) | 5,362 |
Change in fair value remeasurement of derivatives related to convertible senior notes | 1,982 | 0 |
Loss on extinguishment of debt | 1,952 | 7,696 |
Other items, net | 13,858 | 8,515 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 6,590 | 27,330 |
Inventories | (88,670) | (38,666) |
Prepaid expenses and other assets | (11,267) | 471 |
Operating lease assets and liabilities, net | (5,241) | (12,314) |
Accounts payable and accrued expenses and other current liabilities | 44,131 | (14,074) |
Other long-term liabilities | 14,573 | (1,827) |
Net cash provided by operating activities | 21,734 | 47,273 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (41,478) | (34,793) |
Proceeds from sale of long-lived assets | 39,809 | 1 |
Business acquisition, net of cash acquired | (54,981) | 0 |
Net cash settlement of forward contract | 257 | (721) |
Other investing activities | (4,501) | (323) |
Net cash used in investing activities | (60,894) | (35,836) |
Cash flows from financing activities: | ||
Proceeds from borrowings | 241,014 | 76,469 |
Repayments on borrowings and finance lease obligations | (83,645) | (31,088) |
Proceeds from issuance of convertible senior notes | 0 | 80,324 |
Repayments of convertible senior notes | (33,292) | 0 |
Proceeds from issuance of warrant | 3,665 | 20,158 |
Purchase of convertible note hedge | (6,538) | (51,838) |
Proceeds from termination of convertible senior note hedge | 1,347 | 7,235 |
Payments for termination of common stock warrant | (548) | (1,024) |
Debt issuance costs | (2,689) | (5,862) |
Dividends paid | (151,696) | (29,921) |
Noncontrolling interest capital distribution | (8,801) | (222) |
Purchase of redeemable noncontrolling interest | 0 | (8,650) |
Issuance of common stock, net of income tax withholdings on vesting of stock awards | 6,021 | 493 |
Purchase of treasury stock | (60,279) | (42,821) |
Net cash provided by (used in) financing activities | (95,441) | 13,253 |
Effect of exchange rates on cash, cash equivalents and restricted cash | (5,434) | 2,171 |
Net change in cash, cash equivalents and restricted cash | (140,035) | 26,861 |
Cash and cash equivalents at the beginning of the year | 360,285 | 275,765 |
Cash, cash equivalents and restricted cash at the end of the period | 220,250 | 302,626 |
Supplemental cash flow data: | ||
Interest paid | 13,642 | 5,138 |
Income taxes paid, net of refunds | 27,042 | 15,483 |
Non-cash investing and financing activity: | ||
Change in accrual of property and equipment | 632 | (3,468) |
Assets acquired under finance lease obligations | 61 | 198 |
Exchange of 2024 Notes for 2028 Notes | $ (16,658) | $ (161,400) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Nonredeemable Noncontrolling Interests |
Beginning balance (in shares) at Jan. 28, 2023 | 54,609,786 | ||||||
Beginning balance gain (loss) at Jan. 28, 2023 | $ 572,751 | $ 546 | $ 532,398 | $ 1,276,857 | $ (134,073) | $ (1,141,615) | $ 38,638 |
Beginning balance (in shares) at Jan. 28, 2023 | 88,161,467 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings (loss) | (10,694) | (11,805) | 1,111 | ||||
Other comprehensive income (loss), net of income tax benefit | (4,095) | (5,404) | 1,309 | ||||
Issuance of common stock under stock compensation plan (in shares) | 1,085,319 | 1,085,319 | |||||
Issuance of common stock under stock compensation plan | (450) | $ 11 | (14,519) | $ 14,058 | |||
Issuance of stock under Employee Stock Purchase Plan (in shares) | 11,848 | 11,848 | |||||
Issuance of stock under Employee Stock Purchase Plan | 181 | 28 | $ 153 | ||||
Share-based compensation | 4,620 | 4,617 | 3 | ||||
Dividends | (12,662) | (12,662) | |||||
Share repurchases (in shares) | (2,237,872) | (2,237,872) | |||||
Share repurchases | (42,821) | $ (22) | 22 | $ (42,821) | |||
Equity component value of convertible notes transactions, net | (744) | (744) | |||||
Sale of common stock warrants | 20,158 | 20,158 | |||||
Purchase of convertible note hedges | (39,397) | (39,397) | |||||
Termination of common stock warrants | (1,024) | (1,024) | |||||
Termination of convertible note hedges | 7,235 | 7,235 | |||||
Ending balance (in shares) at Apr. 29, 2023 | 53,469,081 | ||||||
Ending balance gain (loss) at Apr. 29, 2023 | 493,058 | $ 535 | 508,774 | 1,252,393 | (139,477) | $ (1,170,225) | 41,058 |
Ending balance (in shares) at Apr. 29, 2023 | 89,302,172 | ||||||
Beginning balance (in shares) at Jan. 28, 2023 | 54,609,786 | ||||||
Beginning balance gain (loss) at Jan. 28, 2023 | 572,751 | $ 546 | 532,398 | 1,276,857 | (134,073) | $ (1,141,615) | 38,638 |
Beginning balance (in shares) at Jan. 28, 2023 | 88,161,467 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings (loss) | 31,268 | ||||||
Other comprehensive income (loss), net of income tax benefit | 1,516 | ||||||
Ending balance (in shares) at Jul. 29, 2023 | 53,587,282 | ||||||
Ending balance gain (loss) at Jul. 29, 2023 | 533,821 | $ 536 | 514,760 | 1,274,835 | (132,557) | $ (1,168,677) | 44,924 |
Ending balance (in shares) at Jul. 29, 2023 | 89,183,971 | ||||||
Beginning balance (in shares) at Apr. 29, 2023 | 53,469,081 | ||||||
Beginning balance gain (loss) at Apr. 29, 2023 | 493,058 | $ 535 | 508,774 | 1,252,393 | (139,477) | $ (1,170,225) | 41,058 |
Beginning balance (in shares) at Apr. 29, 2023 | 89,302,172 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings (loss) | 41,962 | 39,033 | 2,929 | ||||
Other comprehensive income (loss), net of income tax benefit | 9,302 | 6,920 | 2,382 | ||||
Issuance of common stock under stock compensation plan (in shares) | 107,116 | 107,116 | |||||
Issuance of common stock under stock compensation plan | 592 | $ 1 | (811) | $ 1,402 | |||
Issuance of stock under Employee Stock Purchase Plan (in shares) | 11,085 | 11,085 | |||||
Issuance of stock under Employee Stock Purchase Plan | 170 | 24 | $ 146 | ||||
Share-based compensation | 5,455 | 5,455 | |||||
Dividends | (16,591) | (16,591) | |||||
Purchase of redeemable noncontrolling interest | 95 | 1,318 | (1,223) | ||||
Noncontrolling interest capital distribution | (222) | (222) | |||||
Ending balance (in shares) at Jul. 29, 2023 | 53,587,282 | ||||||
Ending balance gain (loss) at Jul. 29, 2023 | $ 533,821 | $ 536 | 514,760 | 1,274,835 | (132,557) | $ (1,168,677) | 44,924 |
Ending balance (in shares) at Jul. 29, 2023 | 89,183,971 | ||||||
Beginning balance (in shares) at Feb. 03, 2024 | 53,007,966 | 53,007,966 | |||||
Beginning balance gain (loss) at Feb. 03, 2024 | $ 734,794 | $ 530 | 594,520 | 1,412,426 | (137,010) | $ (1,185,526) | 49,854 |
Beginning balance (in shares) at Feb. 03, 2024 | 89,763,349 | 89,763,349 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings (loss) | $ 15,906 | 13,022 | 2,884 | ||||
Other comprehensive income (loss), net of income tax benefit | 599 | (38) | 637 | ||||
Issuance of common stock under stock compensation plan (in shares) | 779,872 | 779,934 | |||||
Issuance of common stock under stock compensation plan | 5,649 | $ 8 | (4,682) | $ 10,323 | |||
Issuance of stock under Employee Stock Purchase Plan (in shares) | 9,740 | 9,740 | |||||
Issuance of stock under Employee Stock Purchase Plan | 198 | 69 | $ 129 | ||||
Share-based compensation | 3,120 | 3,115 | 5 | ||||
Dividends | (135,512) | (135,512) | |||||
Share repurchases (in shares) | (326,429) | (326,429) | |||||
Share repurchases | (10,279) | $ (3) | 3 | $ (10,279) | |||
Noncontrolling interest capital distribution | (11,735) | (11,735) | |||||
Noncontrolling interest capital contribution | 219 | 219 | |||||
Sale of common stock warrants | 3,665 | 3,665 | |||||
Termination of common stock warrants | (548) | (548) | |||||
Termination of convertible note hedges | 1,044 | 1,044 | |||||
Settlement of convertible senior notes (in shares) | 122,313 | (122,313) | |||||
Settlement of convertible senior notes | 212 | $ 1 | (1,413) | $ 1,624 | |||
Exercise of convertible notes hedges (in shares) | (90,729) | 90,729 | |||||
Exercise of convertible notes hedges | 0 | $ (1) | 2,558 | $ (2,557) | |||
Ending balance (in shares) at May. 04, 2024 | 53,502,733 | ||||||
Ending balance gain (loss) at May. 04, 2024 | $ 607,332 | $ 535 | 598,331 | 1,289,941 | (137,048) | $ (1,186,286) | 41,859 |
Ending balance (in shares) at May. 04, 2024 | 89,268,520 | ||||||
Beginning balance (in shares) at Feb. 03, 2024 | 53,007,966 | 53,007,966 | |||||
Beginning balance gain (loss) at Feb. 03, 2024 | $ 734,794 | $ 530 | 594,520 | 1,412,426 | (137,010) | $ (1,185,526) | 49,854 |
Beginning balance (in shares) at Feb. 03, 2024 | 89,763,349 | 89,763,349 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings (loss) | $ 7,270 | ||||||
Other comprehensive income (loss), net of income tax benefit | (648) | ||||||
Ending balance (in shares) at Aug. 03, 2024 | 51,418,318 | 51,418,318 | |||||
Ending balance gain (loss) at Aug. 03, 2024 | $ 531,643 | $ 514 | 599,899 | 1,262,730 | (137,658) | $ (1,234,275) | 40,433 |
Ending balance (in shares) at Aug. 03, 2024 | 91,352,935 | 91,352,935 | |||||
Beginning balance (in shares) at May. 04, 2024 | 53,502,733 | ||||||
Beginning balance gain (loss) at May. 04, 2024 | $ 607,332 | $ 535 | 598,331 | 1,289,941 | (137,048) | $ (1,186,286) | 41,859 |
Beginning balance (in shares) at May. 04, 2024 | 89,268,520 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings (loss) | (8,636) | (10,603) | 1,967 | ||||
Other comprehensive income (loss), net of income tax benefit | (4,003) | (610) | (3,393) | ||||
Issuance of common stock under stock compensation plan (in shares) | 178,893 | 178,893 | |||||
Issuance of common stock under stock compensation plan | (14) | $ 2 | (2,394) | $ 2,378 | |||
Issuance of stock under Employee Stock Purchase Plan (in shares) | 10,832 | 10,832 | |||||
Issuance of stock under Employee Stock Purchase Plan | 188 | 44 | $ 144 | ||||
Share-based compensation | 3,925 | 3,895 | 30 | ||||
Dividends | (16,638) | (16,638) | |||||
Share repurchases (in shares) | (2,274,140) | (2,274,140) | |||||
Share repurchases | $ (50,511) | $ (23) | 23 | $ (50,511) | |||
Ending balance (in shares) at Aug. 03, 2024 | 51,418,318 | 51,418,318 | |||||
Ending balance gain (loss) at Aug. 03, 2024 | $ 531,643 | $ 514 | $ 599,899 | $ 1,262,730 | $ (137,658) | $ (1,234,275) | $ 40,433 |
Ending balance (in shares) at Aug. 03, 2024 | 91,352,935 | 91,352,935 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |||
Aug. 03, 2024 | May 04, 2024 | Jul. 29, 2023 | Apr. 29, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||||
Other comprehensive income (loss), income tax (expense) benefit | $ 534 | $ (519) | $ (270) | $ 811 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Aug. 03, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation 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 women, men 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. On April 2, 2024, the Company acquired all the operating assets and a 50% interest in the intellectual property assets of New York-based fashion brand rag & bone, a leader in the American fashion scene, which directly operates stores in the U.S. and in the U.K., and is also available in high-end boutiques, department stores and through e-commerce globally. Reclassifications The Company has made certain reclassifications to prior period amounts to conform to the current period presentation within the accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements. Interim Financial Statements In the opinion of management, the accompanying unaudited condensed consolidated financial statements of the Company contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the condensed consolidated balance sheets as of August 3, 2024 and February 3, 2024, and the condensed consolidated statements of income (loss), comprehensive income (loss), cash flows and stockholders’ equity for the three and six months ended August 3, 2024 and July 29, 2023. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they have been condensed and do not include all of the information and footnotes required by GAAP for complete financial statements. The results of operations and cash flows for the three and six months ended August 3, 2024 are not necessarily indicative of the results of operations to be expected for the full fiscal year. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended February 3, 2024. Fiscal Periods The Company operates on a 52/53-week fiscal year calendar, which ends on the Saturday nearest to January 31 of each year. The three and six months ended August 3, 2024 had the same number of days as the three and six months ended July 29, 2023. All references herein to “fiscal 2025”, “fiscal 2024” and “fiscal 2023” represent the results of the 52-week fiscal year ending February 1, 2025, the 53-week fiscal year ended February 3, 2024 and the 52-week fiscal year ended January 28, 2023, respectively. Business Update, Market Trends and Uncertainties Macroeconomic conditions, including declines in consumer spending, inflation, higher interest rates, foreign exchange rate fluctuations and the impact of the ongoing wars in Ukraine and Gaza are continuing to negatively impact the Company’s businesses. 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 mitigate, to the extent possible, the residual effect of supply chain disruptions, including the Red Sea crisis. The duration and scope of these conditions cannot be predicted, and therefore, any anticipated negative financial impact to the Company’s operating results cannot be reasonably estimated. Summary of Significant Accounting Policies The accounting policies of the Company are set forth in further detail in Note 1 to the Company’s Consolidated Financial Statements contained in the Company’s fiscal 2024 Annual Report on Form 10-K. The Company includes herein certain updates to those policies. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash on hand and marketable securities with original maturities of three months or less. The Company’s restricted cash is held for future payment of a special cash dividend declared in March 2024 as nonvested restricted stock awards vest. 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, 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, restructuring expense and accruals, convertible senior notes and accounting for business combinations. These estimates and assumptions may change as a result of the impact of global economic conditions, such as the uncertainty regarding the impact of the ongoing wars in Ukraine and Gaza, 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. Revenue Recognition 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. The Company also recognizes royalty revenue from its trademark license agreements. 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 amount of revenue that is recognized from the licensing arrangements is based on sales-based royalty and advertising fund contributions as well as specific fixed payments, where applicable. The Company’s trademark license agreements customarily provide for a multi-year initial term ranging from three recognized $4.3 million and $8.8 million in net royalties, respectively, related to the amortization of deferred royalties. During the three and six months ended July 29, 2023, the Company recognized $3.6 million and $7.2 million in net royalties, respectively, related to the amortization of deferred royalties. Refer to Note 9 for further information on disaggregation of revenue by segment and country. Allowance for Doubtful Accounts In the normal course of business, the Company grants credit directly to certain wholesale customers after a credit analysis is performed based on financial and other criteria. Accounts receivable are recorded net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses that may result from the inability of its wholesale customers and licensing partners 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, evaluation of the impact of current and future forecasted economic conditions and whether the Company has obtained credit insurance or other guarantees. Management performs regular evaluations concerning the ability of its customers to make required payments and records a provision for doubtful accounts based on these evaluations. As of August 3, 2024, approximately 46% of the Company’s total net trade accounts receivable and 65% 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. Management evaluates the creditworthiness of the counterparties to the credit insurance, bank guarantees and letters of credit and records a provision for the risk of loss on these instruments based on these evaluations as considered necessary. 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 6 for further information on the Company’s allowance for doubtful accounts. Recently Adopted Accounting Guidance Common Control Arrangements In March 2023, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance to amend certain provisions of Accounting Standards Codification 842 that apply to arrangements between related parties under common control. The amendment requires leasehold improvements associated with common control leases to be amortized over the useful life to the common control group, and requires certain disclosures when the lease term is shorter than the useful life of the asset. This Accounting Standards Update (“ASU”) is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company adopted this guidance during the three months ended May 4, 2024, which had no material impact on the Company’s consolidated financial position, results of operations or cash flows. Recently Issued Accounting Guidance Joint Venture Formations In August 2023, the FASB issued authoritative guidance regarding the initial measurement of joint ventures. Upon formation, a joint venture is required to recognize and initially measure its assets and liabilities at fair value. The new guidance is applicable to joint ventures with a formation date on or after January 1, 2025. Early adoption and retrospective application of the amendments are permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements. Segment Reporting In November 2023, the FASB issued authoritative guidance which modifies the disclosure requirements of reportable segments. This guidance is designed to improve reportable segment disclosure requirements, primarily through enhanced disclosures of significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements. Income Tax Disclosures In December 2023, the FASB issued authoritative guidance to enhance the transparency and decision usefulness of income tax disclosures. The additional disclosures required by this update are related to the effective tax rate reconciliation and income taxes paid by jurisdiction. This ASU is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements. |
Acquisition of rag & bone
Acquisition of rag & bone | 6 Months Ended |
Aug. 03, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Acquisition of rag & bone | Acquisition of rag & bone On April 2, 2024, the Company completed the acquisition of the operating assets and liabilities of rag & bone, a lifestyle and apparel fashion brand. This included the direct operation of 34 stores in the U.S. and two stores in the U.K. Concurrent with the closing of the acquisition, (i) a joint venture owned 50% by each of the Company and global management firm WHP Global (the “Joint Venture”) acquired rag & bone’s intellectual property and (ii) the Company, through Guess Europe Sagl, a wholly owned subsidiary of the Company, entered into an Intellectual Property License Agreement (the “License Agreement”) with the Joint Venture granting the Company the exclusive right to use rag & bone intellectual property to manufacture licensed products worldwide and to sell licensed products in specified territories in exchange for payment of royalty fees by the Company to the Joint Venture. The Company paid total cash consideration of approximately $57.1 million at closing for both the operating assets and its 50% interest in the licensing assets. In addition, there is potential for incremental earnout consideration to the sellers, of which the Company could be responsible for a maximum of $12.8 million, based on preset levels of sales and EBITDA performance of the rag & bone operations in its fiscal year ending January 4, 2025. The Company recorded a $2.0 million payable with respect to the potential earnout payment during the quarter ended May 4, 2024 based on its assessment of the fair value measurement of such earnout as of April 2, 2024. There was no material change in the assessed fair value of the potential earnout as of August 3, 2024. The transaction is intended to provide the following strategic and financial benefits: • Leverage the Company’s powerful infrastructure to accelerate rag & bone growth and drive synergies; • Expand the Company’s global lifestyle brand portfolio with the rag & bone brand, allowing the Company to reach a very attractive customer base that is complimentary to that of the Guess and Marciano brands. Purchase Price Allocation The rag & bone acquisition was accounted for as a business combination in accordance with ASC Topic 805. Consistent with ASC Topic 805, rag & bone was consolidated into the Company’s condensed consolidated financial statements starting on the acquisition date. Under the acquisition method, the Company records the identifiable assets acquired and liabilities assumed at their respective fair values on the acquisition date. There are various estimates and judgments related to the valuation of identifiable assets acquired and liabilities assumed. These estimates and judgments have the potential to materially impact the Company’s condensed consolidated financial statements. The purchase price allocation as of the acquisition date was based on a preliminary valuation and is subject to change as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available. For the three months ended August 3, 2024, purchase price allocation adjustments were immaterial. The purchase price consideration was allocated to assets acquired and liabilities assumed based on their respective fair values as follows (in thousands): Apr 2, 2024 Cash and cash equivalents $ 2,083 Accounts receivable 23,582 Inventory 52,105 Other current assets 10,900 Total current assets 88,670 Property and equipment 12,605 Operating lease right-of-use assets 38,821 Other assets 61,840 Total assets acquired $ 201,936 Accounts payable $ 23,752 Accrued expenses 11,923 Current portion of operating lease liabilities 16,588 Total current liabilities 52,263 Long-term operating lease liabilities 44,496 Total liabilities assumed $ 96,759 Fair value of net assets acquired $ 105,177 Cash $ 57,064 Earnout consideration 2,040 Vendor consideration 46,073 Fair value of acquisition consideration $ 105,177 The Company recorded an allocation of the purchase price to the tangible assets acquired and liabilities assumed based on their fair values at the acquisition date, including the fair value of the equity method investment in the Joint Venture. The fair value of inventories, which is primarily made up of finished goods, was determined based on market assumptions for realizing a reasonable profit after selling costs. The fair value of intangibles reflects the rag & bone wholesale customer relationships, which is reported in other assets on the Company’s condensed consolidated balance sheets and will be amortized over a ten-year period reflecting the economic life of such relationships. In the acquisition, the Company assumed off-market leases for retail stores, which will be unwound over 3.5 years. The Company considers the difference between the total fair value received, inclusive of the deferred tax asset recognized by the Company associated with the transaction, and consideration paid, to be a vendor consideration liability, which reflects the incentive the Company received to enter into the rag & bone transaction and related License Agreement. As such, a $46.1 million vendor consideration liability was recorded on the Company’s condensed consolidated balance sheets and no goodwill was recognized as of the acquisition date. The vendor consideration liability will be amortized over five years. During the three and six months ended August 3, 2024, the Company incurred $0.1 million and $5.7 million, respectively, of transaction-related costs in connection with the acquisition of rag & bone, which was included in selling, general and administrative expenses in the condensed consolidated statements of income (loss) and comprehensive income (loss). Pro Forma Financial Information For the three months ended August 3, 2024 and the period April 2, 2024 through August 3, 2024, rag & bone’s aggregate net revenue was $63.9 million and $87.2 million, respectively. The following financial information presents the Company’s consolidated net revenues and net loss attributable to Guess?, Inc. as if the acquisition had occurred on January 29, 2023 (in thousands): Three Months Ended Six Months Ended Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Pro-forma net revenue $ 732,560 $ 724,824 $ 1,357,745 $ 1,349,565 The Company did not have any nonrecurring pro forma adjustments directly attributable to the rag & bone acquisition included in the reported pro forma revenue. These pro forma revenues were based on estimates and assumptions, which the Company believes are reasonable and have been calculated after applying the Company’s accounting policies. They are not the results that would have been realized had the acquisition actually occurred on January 29, 2023 and are not necessarily indicative of the Company’s consolidated net revenue in future periods. Equity Method Investment in and License Agreement with the Joint Venture The Company determined that it does not have a controlling financial interest in the Joint Venture, as the Company does not control the governing body of the Joint Venture and does not have the right to direct the most significant activities of the Joint Venture, which include monetizing the rag & bone intellectual property through licensing arrangements. The Company accounts for its 50% interest in the Joint Venture, through which it exercises significant influence, under the equity method. The Company initially recorded its investment in the Joint Venture at cost which is derived from fair value due to the bundled nature of the rag & bone transaction, and included the acquisition of the rag & bone operating net assets, the License Agreement, as well as the Joint Venture investment. The carrying value of the Joint Venture investment is approximately $44.1 million, inclusive of the Company’s interest held through a non-interest bearing loan of $15.6 million. The carrying value for the Company’s equity investment is reported in other assets on the Company’s condensed consolidated balance sheets. The Company and the Joint Venture entered into the License Agreement concurrent with the overall rag & bone transaction. The License Agreement grants the Company the exclusive right to use rag & bone intellectual property to manufacture licensed products worldwide and to sell licensed products in specified territories. The initial term of the License Agreement is ten years, and the License Agreement automatically renews for up to four successive renewal terms of ten years (unless the Company provides notice of non-renewal). The Joint Venture, through WHP Global, has the right to terminate the License Agreement upon certain breaches by the Company. Under the terms of the License Agreement, the Company will pay the Joint Venture royalties equal to specified percentages of net sales of licensed products, which vary based on sales channel, subject to an annual guaranteed minimum royalty during the term of the License Agreement. The Company records the royalty expenses within cost of product sales. Pursuant to the agreement governing the operations of the Joint Venture, cash earnings of the Joint Venture will be distributed to the Company and WHP Global on a pro rata basis based on their respective equity ownership interests, subject to certain adjustments agreed to between the Company and WHP Global. The Company will subsequently adjust the carrying amount based on its share of the Joint Venture’s net income or loss. The Company’s share of equity income will be included within results from operations in the condensed consolidated statements of income (loss), subject to adjustments for intercompany profits associated with the License Agreement. |
Lease Accounting
Lease Accounting | 6 Months Ended |
Aug. 03, 2024 | |
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 March 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 July 2029. 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 lease payments based upon the minimum annual rental amount and a percentage of annual sales volume, generally ranging from 3% to 26%, when specific sales volumes are exceeded. The Company’s retail concession leases also provide for lease payments primarily based upon a percentage of annual sales volume, which averages approximately 25%. During the three months ended August 3, 2024, the Company closed on the sale and leaseback of its U.S. distribution center. The lease payments escalate at a fixed percentage rate annually for the first ten years. After the initial lease term, the Company has the option to renew the lease for two five-year extension periods. The transaction met the criteria for sale-leaseback accounting and, as such, a net gain of $13.8 million was recognized on the sale of the assets. In addition to the amounts as disclosed below, the Company has estimated additional operating lease commitments of approximately $15.0 million for leases where the Company has not yet taken possession of the underlying asset as of August 3, 2024. As such, the related operating lease ROU assets and operating lease liabilities have not been recognized in the Company’s condensed consolidated balance sheet as of August 3, 2024. The components of leases are (in thousands): Aug 3, 2024 Feb 3, 2024 Assets Balance Sheet Location Operating Operating lease right-of-use assets $ 767,463 $ 667,031 Finance Property and equipment, net 12,239 15,132 Total lease assets $ 779,702 $ 682,163 Liabilities Balance Sheet Location Current: Operating Current portion of operating lease liabilities $ 187,568 $ 166,451 Finance Current portion of borrowings and finance lease obligations 5,200 5,573 Noncurrent: Operating Long-term operating lease liabilities 638,228 542,392 Finance Long-term debt and finance lease obligations 7,527 9,857 Total lease liabilities $ 838,523 $ 724,273 The components of lease costs are (in thousands): Three Months Ended Six Months Ended Income Statement Location Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Operating lease costs Cost of product sales $ 49,909 $ 45,351 $ 98,359 $ 91,403 Operating lease costs Selling, general and administrative expenses 9,258 6,600 17,090 13,197 Operating lease costs 1 Net gains on lease modifications — (2,431) — (2,431) Finance lease costs Amortization of leased assets Cost of product sales 8 29 12 52 Amortization of leased assets Selling, general and administrative expenses 1,588 1,583 3,128 3,112 Interest on lease liabilities Interest expense 167 189 355 398 Variable lease costs 2 Cost of product sales 24,962 23,660 49,533 48,151 Variable lease costs 2 Selling, general and administrative expenses 1,216 1,086 2,315 1,747 Short-term lease costs Cost of product sales 106 79 229 149 Short-term lease costs Selling, general and administrative expenses 2,144 652 4,204 2,291 Total lease costs $ 89,358 $ 76,798 $ 175,225 $ 158,069 ______________________________________________________________________ Notes: 1 During the three and six months ended July 29, 2023, net gains on lease modifications related primarily to the early termination of certain lease agreements. Operating lease costs for these locations prior to the early termination were included in cost of product sales. 2 During the three and six months ended August 3, 2024, variable lease costs included certain rent concessions of approximately $0.2 million and $0.4 million, respectively, received by the Company, primarily in Europe. During the three and six months ended July 29, 2023, variable lease costs included certain rent concessions of approximately $0.6 million and $1.0 million, respectively, received by the Company, primarily in Europe. Maturities of the Company’s operating and finance lease liabilities as of August 3, 2024 are (in thousands): Operating Leases Maturity of Lease Liabilities Non-Related Parties Related Parties Finance Leases Total Fiscal 2025 $ 121,071 $ 3,860 $ 3,054 $ 127,985 Fiscal 2026 170,997 7,226 5,730 183,953 Fiscal 2027 154,399 7,787 3,202 165,388 Fiscal 2028 121,547 7,709 1,359 130,615 Fiscal 2029 103,125 8,474 295 111,894 After fiscal 2029 248,449 12,335 3 260,787 Total lease payments 919,588 47,391 13,643 980,622 Less: Interest 132,048 9,135 916 142,099 Present value of lease liabilities $ 787,540 $ 38,256 $ 12,727 $ 838,523 Other supplemental information is (in thousands): Lease Term and Discount Rate Aug 3, 2024 Weighted-average remaining lease term Operating leases 6.2 years Finance leases 2.8 years Weighted-average discount rate Operating leases 5.2% Finance leases 5.0% Six Months Ended Supplemental Cash Flow Information Aug 3, 2024 Jul 29, 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 108,179 $ 99,294 New operating ROU assets obtained in exchange for lease liabilities $ 121,705 $ 64,636 |
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 March 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 July 2029. 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 lease payments based upon the minimum annual rental amount and a percentage of annual sales volume, generally ranging from 3% to 26%, when specific sales volumes are exceeded. The Company’s retail concession leases also provide for lease payments primarily based upon a percentage of annual sales volume, which averages approximately 25%. During the three months ended August 3, 2024, the Company closed on the sale and leaseback of its U.S. distribution center. The lease payments escalate at a fixed percentage rate annually for the first ten years. After the initial lease term, the Company has the option to renew the lease for two five-year extension periods. The transaction met the criteria for sale-leaseback accounting and, as such, a net gain of $13.8 million was recognized on the sale of the assets. In addition to the amounts as disclosed below, the Company has estimated additional operating lease commitments of approximately $15.0 million for leases where the Company has not yet taken possession of the underlying asset as of August 3, 2024. As such, the related operating lease ROU assets and operating lease liabilities have not been recognized in the Company’s condensed consolidated balance sheet as of August 3, 2024. The components of leases are (in thousands): Aug 3, 2024 Feb 3, 2024 Assets Balance Sheet Location Operating Operating lease right-of-use assets $ 767,463 $ 667,031 Finance Property and equipment, net 12,239 15,132 Total lease assets $ 779,702 $ 682,163 Liabilities Balance Sheet Location Current: Operating Current portion of operating lease liabilities $ 187,568 $ 166,451 Finance Current portion of borrowings and finance lease obligations 5,200 5,573 Noncurrent: Operating Long-term operating lease liabilities 638,228 542,392 Finance Long-term debt and finance lease obligations 7,527 9,857 Total lease liabilities $ 838,523 $ 724,273 The components of lease costs are (in thousands): Three Months Ended Six Months Ended Income Statement Location Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Operating lease costs Cost of product sales $ 49,909 $ 45,351 $ 98,359 $ 91,403 Operating lease costs Selling, general and administrative expenses 9,258 6,600 17,090 13,197 Operating lease costs 1 Net gains on lease modifications — (2,431) — (2,431) Finance lease costs Amortization of leased assets Cost of product sales 8 29 12 52 Amortization of leased assets Selling, general and administrative expenses 1,588 1,583 3,128 3,112 Interest on lease liabilities Interest expense 167 189 355 398 Variable lease costs 2 Cost of product sales 24,962 23,660 49,533 48,151 Variable lease costs 2 Selling, general and administrative expenses 1,216 1,086 2,315 1,747 Short-term lease costs Cost of product sales 106 79 229 149 Short-term lease costs Selling, general and administrative expenses 2,144 652 4,204 2,291 Total lease costs $ 89,358 $ 76,798 $ 175,225 $ 158,069 ______________________________________________________________________ Notes: 1 During the three and six months ended July 29, 2023, net gains on lease modifications related primarily to the early termination of certain lease agreements. Operating lease costs for these locations prior to the early termination were included in cost of product sales. 2 During the three and six months ended August 3, 2024, variable lease costs included certain rent concessions of approximately $0.2 million and $0.4 million, respectively, received by the Company, primarily in Europe. During the three and six months ended July 29, 2023, variable lease costs included certain rent concessions of approximately $0.6 million and $1.0 million, respectively, received by the Company, primarily in Europe. Maturities of the Company’s operating and finance lease liabilities as of August 3, 2024 are (in thousands): Operating Leases Maturity of Lease Liabilities Non-Related Parties Related Parties Finance Leases Total Fiscal 2025 $ 121,071 $ 3,860 $ 3,054 $ 127,985 Fiscal 2026 170,997 7,226 5,730 183,953 Fiscal 2027 154,399 7,787 3,202 165,388 Fiscal 2028 121,547 7,709 1,359 130,615 Fiscal 2029 103,125 8,474 295 111,894 After fiscal 2029 248,449 12,335 3 260,787 Total lease payments 919,588 47,391 13,643 980,622 Less: Interest 132,048 9,135 916 142,099 Present value of lease liabilities $ 787,540 $ 38,256 $ 12,727 $ 838,523 Other supplemental information is (in thousands): Lease Term and Discount Rate Aug 3, 2024 Weighted-average remaining lease term Operating leases 6.2 years Finance leases 2.8 years Weighted-average discount rate Operating leases 5.2% Finance leases 5.0% Six Months Ended Supplemental Cash Flow Information Aug 3, 2024 Jul 29, 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 108,179 $ 99,294 New operating ROU assets obtained in exchange for lease liabilities $ 121,705 $ 64,636 |
Earnings (Loss) per Share
Earnings (Loss) per Share | 6 Months Ended |
Aug. 03, 2024 | |
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): Three Months Ended Six Months Ended Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Net earnings (loss) attributable to Guess?, Inc. $ (10,603) $ 39,033 $ 2,419 $ 27,228 Less net earnings attributable to nonvested restricted stockholders 160 502 478 392 Net earnings (loss) attributable to common stockholders (10,763) 38,531 1,941 26,836 Add expenses (income) related to the convertible senior notes 1 (8,215) 2,743 — 3,159 Net earnings (loss) attributable to common stockholders used in diluted computations $ (18,978) $ 41,274 $ 1,941 $ 29,995 Weighted average common shares used in basic computations 52,436 52,951 52,672 53,649 Effect of dilutive securities: Stock options and restricted stock units — 1,075 1,446 1,222 Convertible senior notes 14,656 15,843 — 10,737 Weighted average common shares used in diluted computations 67,092 69,869 54,118 65,608 Net earnings (loss) per common share attributable to common stockholders: Basic $ (0.21) $ 0.73 $ 0.04 $ 0.50 Diluted $ (0.28) $ 0.59 $ 0.04 $ 0.46 ______________________________________________________________________ Notes: 1 Expenses (income) related to the convertible senior notes include interest expense, loss on extinguishment of debt and (gain) loss on fair value remeasurement for embedded derivative, net of associated income tax effect. Potentially dilutive common stock, including equity awards granted that were outstanding as well as shares issuable under convertible senior notes, 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 or if the assumed proceeds resulted in these awards being antidilutive. Antidilutive shares excluded from the computation of diluted weighted average common shares and common equivalent shares outstanding are: Three Months Ended Six Months Ended Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Stock options and restricted stock units 1 1,678,508 990,262 227,548 1,035,126 Convertible senior notes 1,095,935 — 15,792,171 3,601,342 Total 2,774,443 990,262 16,019,719 4,636,468 ______________________________________________________________________ Notes: 1 During the three months ended August 3, 2024, 1,398,312 potentially dilutive shares were excluded given the Company’s net loss and 280,196 potentially dilutive shares were excluded because the assumed proceeds resulted in these awards being antidilutive. For the three and six months ended August 3, 2024, the Company excluded 300,000 nonvested stock units which were subject to the achievement of 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 August 3, 2024. For the three and six months ended July 29, 2023, the Company excluded 640,042 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 July 29, 2023. Warrants related to the 2.00% convertible senior notes due April 2024 (the “2024 Notes”) to purchase approximately 1.3 million and 4.6 million shares of the Company’s common shares at adjusted strike prices of $41.08 and $44.87 per share were outstanding as of August 3, 2024 and July 29, 2023, respectively. Warrants related to the 3.75% convertible senior notes due April 2028 (the “2028 Notes”, and together with the 2024 Notes, the “Notes”) to purchase approximately 15.8 million and 11.1 million shares of the Company’s common shares at adjusted strike prices of $37.76 and $41.64 per share were outstanding as of August 3, 2024 and July 29, 2023, respectively. During the three and six months ended August 3, 2024 and July 29, 2023, these warrants were excluded from the computation of diluted net earnings per share since the warrants’ adjusted strike price was greater than the average market price of the Company’s common stock. See Note 11 for more information regarding the Notes. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Aug. 03, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Share Repurchase Program During fiscal 2022, the Board of Directors authorized a $200 million share repurchase program (the “2021 Share Repurchase Program”). On March 14, 2022, the Board of Directors expanded the repurchase authorization under the 2021 Share Repurchase Program by $100 million. In January 2024, the Board of Directors expanded the repurchase authorization by approximately $1.4 million to cover the repurchases associated with the January 2024 issuance of the January Additional 2028 Notes (as defined in Note 11). As of February 3, 2024, the Company had no remaining authority under the 2021 Share Repurchase Program to purchase its common stock. On March 25, 2024, the Board of Directors authorized a new $200 million share repurchase program (the “2024 Share Repurchase Program”). Repurchases under the 2024 Share Repurchase 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 and the program may be discontinued at any time without prior notice. During the three and six months ended August 3, 2024, the Company repurchased 2.3 million and 2.6 million shares of the Company’s common stock under its 2024 Share Repurchase Program at an aggregate cost of $50.5 million and $60.8 million, respectively, including excise tax. During the three months ended July 29, 2023, there were no share repurchases. During the six months ended July 29, 2023, the Company repurchased 2.2 million shares under its 2021 Share Repurchase Program at an aggregate cost of $42.8 million, including excise tax. As of August 3, 2024, the Company had remaining authority under the 2024 Share Repurchase Program to purchase $139.8 million of its common stock. Dividends The following sets forth the cash dividend declared per share: Three Months Ended Six Months Ended Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Cash dividend declared per share $ 0.300 $ 0.300 $ 2.850 $ 0.525 The indenture governing the 2024 Notes required an adjustment to the conversion rate and the conversion price of the 2024 Notes for quarterly dividends exceeding $0.1125 per share. The indenture governing the 2028 Notes requires an adjustment to the conversion rate and the conversion price of the 2028 Notes for quarterly dividends exceeding $0.225 per share. On May 24, 2023, the Company announced an increase to its regular quarterly cash dividend from $0.225 to $0.30 per share on the Company’s common stock. On March 20, 2024, the Company announced a special cash dividend of $2.25 per share on the Company’s common stock in addition to the quarterly cash dividend of $0.30 per share. The dividends were paid on May 3, 2024 to shareholders of record as of the close of business on April 17, 2024. In accordance with the terms of the indentures governing the 2028 Notes, the Company has adjusted the conversion rate and the conversion price of the 2028 Notes for quarterly dividends exceeding $0.225 per share. Corresponding adjustments have been 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 2028 Notes, each of which was decreased in accordance with the terms of the applicable convertible note hedge confirmations and warrant confirmations. Refer to Note 11 for more information. 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. Accumulated Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (loss) (“AOCL”), net of related income taxes, are (in thousands): Foreign Currency Translation Adjustment Derivative Financial Instruments Designated as Cash Flow Hedges Defined Benefit Plans Total Three Months Ended Aug 3, 2024 Balance at May 4, 2024 $ (139,108) $ 2,221 $ (161) $ (137,048) Gains (losses) arising during the period 1,441 (1,832) (282) (673) Reclassification to net earnings (loss) for (gains) losses realized — 87 (24) 63 Net other comprehensive income (loss) 1,441 (1,745) (306) (610) Balance at August 3, 2024 $ (137,667) $ 476 $ (467) $ (137,658) Six Months Ended Aug 3, 2024 Balance at February 3, 2024 $ (136,115) $ (544) $ (351) $ (137,010) Losses arising during the period (1,552) (687) (49) (2,288) Reclassification to net earnings for (gains) losses realized — 1,707 (67) 1,640 Net other comprehensive income (loss) (1,552) 1,020 (116) (648) Balance at August 3, 2024 $ (137,667) $ 476 $ (467) $ (137,658) Three Months Ended Jul 29, 2023 Balance at April 29, 2023 $ (128,147) $ (7,869) $ (3,461) $ (139,477) Gains (losses) arising during the period 4,978 2,455 (145) 7,288 Reclassification to net earnings for (gains) losses realized — (391) 23 (368) Net other comprehensive income (loss) 4,978 2,064 (122) 6,920 Balance at July 29, 2023 $ (123,169) $ (5,805) $ (3,583) $ (132,557) Six Months Ended Jul 29, 2023 Balance at January 28, 2023 $ (129,168) $ (1,584) $ (3,321) $ (134,073) Gains (losses) arising during the period 5,999 1,513 (306) 7,206 Reclassification to net earnings for (gains) losses realized — (5,734) 44 (5,690) Net other comprehensive income (loss) 5,999 (4,221) (262) 1,516 Balance at July 29, 2023 $ (123,169) $ (5,805) $ (3,583) $ (132,557) Details on reclassifications out of AOCL to net earnings (loss) are (in thousands): Three Months Ended Six Months Ended Location of (Gain) Loss Reclassified from AOCL into Earnings (Loss) Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Derivative financial instruments designated as cash flow hedges: Foreign exchange currency contracts $ 56 $ (311) $ 2,101 $ (6,204) Cost of product sales Interest rate swap (57) (148) (212) (276) Interest expense Less income tax effect 88 68 (182) 746 Income tax expense 87 (391) 1,707 (5,734) Defined benefit plans: Net actuarial (gain) loss amortization (4) 65 (7) 127 Other expense, net Prior service credit amortization (40) (40) (80) (79) Other expense, net Less income tax effect 20 (2) 20 (4) Income tax expense (24) 23 (67) 44 Total reclassifications during the period $ 63 $ (368) $ 1,640 $ (5,690) |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Aug. 03, 2024 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable Accounts receivable is summarized as follows (in thousands): Aug 3, 2024 Feb 3, 2024 Trade $ 312,720 $ 305,900 Royalty 12,466 9,334 Other 13,811 6,711 338,997 321,945 Less allowances 6,960 7,176 $ 332,037 $ 314,769 Accounts receivable consists of trade receivables relating primarily to the Company’s wholesale business in Europe and, to a lesser extent, its wholesale businesses in the Americas and Asia, royalty receivables relating to its licensing operations, credit card and retail concession receivables related to its retail businesses and certain other receivables. Other receivables generally relate to amounts due to the Company that result from activities that are not related to the direct sale of the Company’s products or collection of royalties. |
Inventories
Inventories | 6 Months Ended |
Aug. 03, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following (in thousands): Aug 3, 2024 Feb 3, 2024 Raw materials $ 7,113 $ 1,488 Work in progress 329 3 Finished goods 595,821 464,806 $ 603,263 $ 466,297 The above balances include an allowance to write down inventories to the lower of cost or net realizable value of $23.1 million and $25.5 million as of August 3, 2024 and February 3, 2024, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Aug. 03, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Effective Income Tax Rate Income tax expense for the interim periods is computed using the income tax rate estimated to be applicable for the full fiscal year, adjusted for discrete items. The Company’s effective income tax rate was an expense of 49.4% for the six months ended August 3, 2024 compared to 29.2% for the six months ended July 29, 2023. The change in the effective income tax rate was primarily due to lower pre-tax income as well as the discrete items, compared to the same prior-year period. Intra-Entity Transactions During 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. 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 August 3, 2024, the Company does not expect its ongoing income tax or other tax audits to have a material impact on the financial statements. As of August 3, 2024 and February 3, 2024, the Company had $65.8 million and $63.4 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. During 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 August 3, 2024, the Company determined that approximately $64.2 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. |
Segment Information
Segment Information | 6 Months Ended |
Aug. 03, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company’s businesses are grouped into five reportable segments for management and internal financial reporting purposes: Europe, Americas Retail, Americas Wholesale, Asia and Licensing. The Company’s Europe, Americas Retail, Americas Wholesale and Licensing reportable segments are the same as their respective operating segments. Certain components of the Company’s Asia operating segment are separate operating segments based on region, which have been aggregated into the Asia reportable segment for disclosure purposes. On April 2, 2024, the Company completed the rag & bone acquisition and has integrated rag & bone into its existing segments for financial reporting 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) on lease modifications, separation charges, transaction costs, restructuring charges, gain on sale of assets 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. Net revenue and earnings (loss) from operations are summarized (in thousands): Three Months Ended Six Months Ended Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Net revenue: Europe $ 383,230 $ 366,311 $ 667,103 $ 646,509 Americas Retail 181,494 167,568 325,690 311,112 Americas Wholesale 84,404 43,680 146,532 95,073 Asia 54,332 58,937 127,088 129,712 Licensing 29,100 28,016 58,090 51,904 Total net revenue $ 732,560 $ 664,512 $ 1,324,503 $ 1,234,310 Earnings (loss) from operations: Europe $ 37,394 $ 47,196 $ 36,955 $ 48,789 Americas Retail 2,693 15,261 (7,698) 11,974 Americas Wholesale 15,980 11,065 30,107 24,158 Asia (1,224) (539) 2,517 3,291 Licensing 27,136 26,354 53,814 48,649 Total segment earnings from operations 81,979 99,337 115,695 136,861 Corporate overhead (45,707) (34,546) (98,170) (71,058) Asset impairment charges 1 (2,277) (2,622) (3,418) (4,556) Net gains on lease modifications 2 — 2,431 — 2,431 Gain on sale of assets 3 13,781 — 13,781 — Total earnings from operations $ 47,776 $ 64,600 $ 27,888 $ 63,678 ______________________________________________________________________ Notes: 1 During the three and six months ended August 3, 2024 and the three and six months ended July 29, 2023, the Company recognized asset impairment charges related primarily to impairment of property and equipment related to certain retail locations resulting from under-performance and expected store closures. Refer to Note 16 for more information regarding these asset impairment charges. 2 During the three and six months ended July 29, 2023, the Company recorded net gains on lease modifications related primarily to the early termination of certain lease agreements. 3 During three and six months ended August 3, 2024 the Company recorded a gain on the sale of assets related to the U.S. distribution center. 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 (in thousands): Three Months Ended Six Months Ended Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Net revenue: U.S. $ 200,987 $ 145,181 $ 343,839 $ 279,133 Italy 78,179 81,290 135,721 141,660 Germany 52,061 47,960 85,289 80,324 South Korea 30,823 34,901 79,691 82,490 Spain 39,884 40,119 70,116 69,355 Canada 32,587 37,636 61,890 70,210 Mexico 30,044 23,756 60,249 47,552 Other countries 238,895 225,653 429,618 411,682 Total product sales 703,460 636,496 1,266,413 1,182,406 Net royalties 29,100 28,016 58,090 51,904 Net revenue $ 732,560 $ 664,512 $ 1,324,503 $ 1,234,310 |
Borrowings and Finance Lease Ob
Borrowings and Finance Lease Obligations | 6 Months Ended |
Aug. 03, 2024 | |
Debt Disclosure [Abstract] | |
Borrowings and Finance Lease Obligations | Borrowings and Finance Lease Obligations Borrowings and finance lease obligations are summarized (in thousands): Aug 3, 2024 Feb 3, 2024 Term loans $ 7,390 $ 12,060 Finance lease obligations 12,727 15,430 Mortgage debt — 16,435 Borrowings under credit facilities 206,147 21,653 Other 2,922 3,413 229,186 68,991 Less current installments 41,348 40,781 Long-term debt and finance lease obligations $ 187,838 $ 28,210 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 one year and incur interest at annual rates ranging between 1.5% to 6.5%. As of August 3, 2024 and February 3, 2024, the Company had outstanding borrowings of $7.4 million and $12.1 million, respectively, under these borrowing arrangements. Finance Lease Obligations The Company has entered into finance leases for equipment used in its European distribution centers. These finance lease agreements provide for monthly minimum lease payments and expire on various dates through May 2027 with a weighted average effective interest rate of approximately 6%. As of August 3, 2024 and February 3, 2024, these finance lease obligations totaled $6.5 million and $8.1 million, respectively. The Company also has smaller finance leases related to computer hardware and software and other equipment. As of August 3, 2024 and February 3, 2024, these finance lease obligations totaled $6.2 million and $7.3 million, respectively. Mortgage Debt During fiscal 2017, the Company entered into a ten-year $21.5 million real estate secured loan (the “Mortgage Debt”) which was secured by the Company’s U.S. distribution center based in Louisville, Kentucky. The Mortgage Debt required 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 fell below certain levels. In addition, the Mortgage Debt contained customary covenants, including covenants that limited or restricted 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 could have terminated the Mortgage Debt and declared all amounts outstanding to be immediately due and payable. The Mortgage Debt specified a number of events of default (some of which were 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. In May 2023, the Company amended the terms of the Mortgage Debt, which was previously payable at a variable rate based on the London Interbank Offered Rate (“LIBOR”), to provide for the interest rate to be based on the Secured Overnight Financing Rate (“SOFR”), effective May 1, 2023. The Company also amended its existing interest rate swap agreement, resulting in a swap fixed rate of approximately 3.14%. During the three months ended August 3, 2024, the Company paid the $16.3 million remaining balance of the Mortgage Debt when it sold the associated building and land. Credit Facilities Long-Term 2023 Credit Facility During fiscal 2023, 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”). In addition, the Company entered into agreements to amend the 2023 Credit Facility to permit, among other things, an exchange and subscription offering and certain related transactions on each of April 12, 2023 and March 28, 2024. The 2023 Credit Facility previously provided for a borrowing capacity in an amount up to $150 million, which was increased in March 2024 by $50 million to a total borrowing capacity under the facility up to $200 million. The borrowing facility includes 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 allowances, the Company could have borrowed up to $176.2 million under the 2023 Credit Facility as of August 3, 2024. The 2023 Credit Facility has an option to expand the borrowing capacity by up to $100 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. As of August 3, 2024, the Company had $8.2 million in outstanding standby letters of credit, no outstanding documentary letters of credit and no outstanding borrowings under the 2023 Credit Facility. As of February 3, 2024, the Company had $6.6 million in outstanding standby letters of credit, no outstanding documentary letters of credit and no outstanding borrowings under the 2023 Credit Facility. 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 Term Canadian Overnight Repo Rate Average (“CORRA”) rate plus an applicable margin (varying from 1.25% to 1.75%), provided that the Term CORRA rate may not be less than zero. The Canadian rate is based on the greater of (i) the Canadian prime rate and (ii) the Term CORRA 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. 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 plus 5 basis points to minus 5 basis points per year and the commitment fee ranging from plus 1 basis point to 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 or $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 2024 Credit Facility During fiscal 2023, Guess Europe Sagl, a wholly owned subsidiary of the Company, entered into a credit agreement for a €250 million revolving credit facility with an initial five-year term. During the three months ended August 3, 2024, Guess Europe Sagl entered into agreements with certain lenders, which expanded the borrowing capacity under the credit agreement (as amended, the “2024 Credit Facility”) from €250 million to €350 million. In connection with the €100 million expansion in the size of the revolving line of credit, the 2024 Credit Facility provides for an increase in the applicable margin for outstanding borrowings and unused commitments under the revolving credit facility. Borrowings under the 2024 Credit Facility bear interest based on the daily balance outstanding at the Euro Interbank Offered Rate (EURIBOR) plus an applicable margin (varying from 1.10% to 1.45%), provided that EURIBOR may not be less than zero. The 2024 Credit Facility carries a commitment fee equal to the available but unused borrowing capacity multiplied by 35% of an applicable margin (varying from 1.10% to 1.45%). The Company is also required to pay a utilization fee on the total amount of the loans outstanding under the 2024 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 2024 Credit Facility. The 2024 Credit Facility contains various annual sustainability key performance targets, the achievement of which would result in an adjustment to the interest margin ranging from plus 5 basis points to minus 5 basis points per year. The 2024 Credit Facility includes a financial covenant requiring a maximum leverage ratio of the guarantor and its subsidiaries and also includes customary representations and warranties, affirmative and negative covenants and events of default. As of August 3, 2024, the Company had $180.0 million of outstanding borrowings and $201.9 million available for future borrowings under the 2024 Credit Facility. As of February 3, 2024, the Company had no outstanding borrowings and $269.7 million available for future borrowings under the revolving credit facility prior to its amendment in 2024. 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 $23.0 million and $17.9 million in outstanding borrowings under this agreement as of August 3, 2024 and February 3, 2024, respectively. The Company, through its Japanese subsidiary, maintains a short-term uncommitted bank borrowing agreement that provides for a borrowing capacity up to ¥1.0 billion ( $6.8 million), primarily for working capital purposes. The Company had $3.1 million and $3.7 million in outstanding borrowings under this agreement as of August 3, 2024 and February 3, 2024, respectively. |
Convertible Senior Notes and Re
Convertible Senior Notes and Related Transactions | 6 Months Ended |
Aug. 03, 2024 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes and Related Transactions | Convertible Senior Notes and Related Transactions Exchange and Subscription Agreements In April 2023, the Company issued $275 million principal amount of 3.75% convertible senior notes due 2028 (the “Initial 2028 Notes”) in a private placement pursuant to separate, privately negotiated exchange and subscription agreements with a limited number of holders of its 2024 Notes and certain other investors, in each case pursuant to exemptions from registration under the Securities Act of 1933, as amended. Pursuant to the exchange and subscription agreements, the Company exchanged approximately $184.9 million in aggregate principal amount of its 2024 Notes for $163.0 million in aggregate principal amount of Initial 2028 Notes and an aggregate of approximately $33.3 million in cash, representing accrued and unpaid interest and other consideration on the 2024 Notes, and issued $112.0 million aggregate principal amount of Initial 2028 Notes for cash at par. Immediately following the closing of the aforementioned April 2023 transactions, $115.1 million in aggregate principal amount of the 2024 Notes remained outstanding. In addition, the Company concurrently repurchased $42.8 million, including excise tax, of its common stock through broker-assisted market transactions, pursuant to the Company’s 2021 Share Repurchase Program. The Company evaluated all April 2023 exchanges and determined approximately 74% of the exchanged notes were accounted for as extinguishment of debt and approximately 26% were accounted for as modification of debt. As a result of these transactions entered into during April 2023, the Company recognized a $7.7 million loss on extinguishment of debt during the first quarter of fiscal 2024. In January 2024, the Company exchanged approximately $67.1 million of its 2024 Notes for approximately $64.8 million of additional 3.75% convertible senior notes due 2028 (the “January Additional 2028 Notes”) in privately negotiated exchange and subscription agreements with a limited number of holders of its 2024 Notes. The January Additional 2028 Notes have the same terms, constitute a single series with, and have the same CUSIP number as the Initial 2028 Notes. The January Additional 2028 Notes were initially recorded at fair value of approximately $71.9 million upon the exchange. Immediately following the closing of these January 2024 transactions, approximately $48.1 million of the 2024 Notes remained outstanding and classified within current liabilities. In addition, the Company concurrently repurchased $21.3 million, including excise tax, of its common stock through broker-assisted market transactions, pursuant to the Company’s 2021 Share Repurchase Program. The Company evaluated all January 2024 exchanges and determined that all of the exchanged notes were accounted for as extinguishment of debt. As a result of these transactions entered into during January 2024, the Company recognized a $4.7 million loss on extinguishment of debt during the fourth quarter of fiscal 2024. In March 2024, the Company exchanged approximately $14.6 million of its 2024 Notes for approximately $12.1 million of additional 3.75% convertible senior notes due 2028 (the “March Additional 2028 Notes”, together with the January Additional 2028 Notes, the “Additional 2028 Notes” and the “Additional 2028 Notes” and the “Initial 2028 Notes” are referred to herein collectively as the “2028 Notes”) in a privately negotiated exchange and subscription agreement with a holder of its 2024 Notes. The March Additional 2028 Notes have the same terms, constitute a single series with, and have the same CUSIP number as the Initial 2028 Notes. The March Additional 2028 Notes were initially recorded at fair value of approximately $16.7 million upon the exchange. Immediately following the closing of this March 2024 transaction, approximately $33.5 million of the 2024 Notes remained outstanding, which were settled during April 2024. In addition, the Company concurrently repurchased $10.3 million of its common stock through broker-assisted market transactions, pursuant to the Company’s 2024 Share Repurchase Program. The Company evaluated the March 2024 exchange and determined that all of the exchanged notes were accounted for as extinguishment of debt. As a result of this transaction entered into during March 2024, the Company recognized a $2.0 million loss on extinguishment of debt during the first quarter of fiscal 2025. 3.75% Convertible Senior Notes due 2028 In connection with the issuance of the Initial 2028 Notes, the Company entered into an indenture (the “2028 Indenture”) with respect to the 2028 Notes with U.S. Bank Trust Company, N.A., as trustee (the “2028 Trustee”). The 2028 Notes are senior unsecured obligations of the Company and bear interest at an annual rate of 3.75% payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2023. The 2028 Notes will mature on April 15, 2028, unless earlier repurchased or converted in accordance with their terms. The 2028 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 40.4858 shares of common stock per $1,000 principal amount of 2028 Notes, which is equivalent to an initial conversion price of approximately $24.70 per share, subject to adjustment upon the occurrence of certain events. In accordance with the terms of the 2028 Indenture, the Company has adjusted the conversion rate and the conversion price of the 2028 Notes for quarterly dividends exceeding $0.225 per share (the conversion price is approximately $22.31 per share as of August 3, 2024). Prior to November 15, 2027, the 2028 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 2028 Notes. The 2028 Notes are not redeemable prior to maturity, unless certain significant corporate events occur, and no sinking fund is provided for the 2028 Notes. As of August 3, 2024, none of the conditions allowing holders of the 2028 Notes to convert had been met. The Company expects to settle the principal amount of the 2028 Notes in fiscal 2029 in cash and any excess in shares. If the Company undergoes a “fundamental change,” as defined in the 2028 Indenture, subject to certain conditions, holders of the 2028 Notes may require the Company to purchase for cash all or any portion of their 2028 Notes. The fundamental change purchase price will be 100% of the principal amount of the 2028 Notes to be purchased plus any accrued and unpaid interest up to but excluding the fundamental change purchase date. The 2028 Indenture contains certain other customary terms and covenants, including that upon certain events of default occurring and continuing, either the 2028 Trustee or the holders of at least 25% in principal amount of the outstanding 2028 Notes may declare 100% of the principal of, and accrued and unpaid interest on, all the 2028 Notes to be due and payable. In connection with the exchange of the 2024 Notes in January 2024 and March 2024, the conversion feature embedded in the Additional 2028 Notes failed to satisfy the requirements for the derivative scope exception for contracts indexed to the Company’s own stock. The conversion feature of the Additional 2028 Notes required bifurcation from the host contract. The embedded derivative was measured at fair value of $18.9 million as of August 3, 2024. Debt discount of $11.8 million was recorded as the excess of the principal amount of the Additional 2028 Notes over the fair value of the host contract. During the first quarter of fiscal 2025, the Company incurred approximately $0.9 million of debt issuance costs related to the March Additional 2028 Notes including third-party offering costs. During fiscal 2024, the Company incurred $5.9 million and $2.0 million of debt issuance costs related to the Initial 2028 Notes and the January Additional 2028 Notes, respectively, including third-party offering costs. Debt issuance costs were recorded as a contra-liability (other than $0.5 million expensed related to the 2024 Notes that were subject to modification accounting) and are presented net against the 2028 Notes balance on the Company’s condensed consolidated balance sheets. These costs are being amortized to interest expense over the term of the 2028 Notes. 2.00% Convertible Senior Notes due 2024 In April 2019, the Company issued $300 million principal amount of the 2024 Notes in a private offering. In connection with the issuance of the 2024 Notes, the Company entered into an indenture (the “2024 Indenture”) with respect to the 2024 Notes with U.S. Bank N.A., as trustee. The 2024 Notes were senior unsecured obligations of the Company and bore interest at an annual rate of 2.00% payable semi-annually in arrears on April 15 and October 15 of each year. The Company incurred $5.3 million of debt issuance costs, which were comprised of $3.8 million of discounts and commissions payable to the initial purchasers and approximately $1.5 million of third-party offering costs. These costs were amortized to interest expense over the term of the 2024 Notes. The 2024 Notes were convertible as described below 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 2024 Notes, which was 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 2024 Indenture, the Company had adjusted the conversion rate and the conversion price of the 2024 Notes for quarterly dividends exceeding $0.1125 per share. Prior to November 15, 2023, the 2024 Notes were convertible only upon the occurrence of certain events and during certain periods. Beginning November 15, 2023, the 2024 Notes became convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2024 Notes. The 2024 Notes were not redeemable prior to maturity, unless certain significant corporate events occurred, and no sinking fund was provided for the 2024 Notes. In April 2024, upon maturity of the 2024 Notes, the Company settled the remaining $33.5 million principal amount of the 2024 Notes for $33.3 million in cash and 122,313 shares of common stock. The Company also exercised the convertible note hedge in connection with the remaining 2024 Notes and received 90,729 shares of common stock, which were recorded at fair value on settlement. As of August 3, 2024, there were no 2024 Notes outstanding. The Notes consist of the following (in thousands): Aug 3, 2024 Feb 3, 2024 2024 Notes Principal $ — $ 48,078 Unamortized debt issuance costs — (30) Net carrying amount $ — $ 48,048 Fair value, net 1 $ — $ 49,182 Initial 2028 Notes Principal $ 275,000 $ 275,000 Unamortized debt discount and issuance costs 2,3 (7,162) (8,034) Net carrying amount $ 267,838 $ 266,966 Fair value, net 1 $ 312,341 $ 295,550 Additional 2028 Notes Principal $ 76,947 $ 64,826 Unamortized debt discount and issuance costs 3 (13,139) (11,465) Embedded derivative 4 18,900 16,390 Net carrying amount $ 82,708 $ 69,751 Fair value, net 1 $ 95,160 $ 60,099 Net carrying amount of Initial and Additional 2028 Notes $ 350,546 $ 336,717 ______________________________________________________________________ Notes: 1 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. 2 The unamortized debt discount related to the Initial 2028 Notes is due to the result of the modification accounting for a portion of the exchanged notes. This discount represents both an increase in the fair value of the embedded conversion feature, which is calculated as the difference between the fair value of the embedded conversion feature immediately before and after the exchange, and cash paid to modified noteholders. The change in conversion feature value reduces the carrying amount of the convertible debt instrument with a corresponding increase in additional paid-in capital. The additional cash paid to modified noteholders increased the debt discount. This debt discount is being amortized to interest expense over five years. 3 For each of the three and six months ended August 3, 2024, the weighted average effective interest rate including amortization of debt discount and issuance costs was 4.5% and 9.3% for the Initial 2028 Notes and Additional 2028 Notes, respectively. For the three and six months ended July 29, 2023, the weighted average effective interest rate including amortization of debt discount and issuance costs was 4.5% for the Initial 2028 Notes. 4 The fair value of the embedded derivative is measured using significant unobservable inputs and are classified as Level 3 in the fair value hierarchy. Interest expense for the Notes for the three and six months ended August 3, 2024 and July 29, 2023 consists of the following (in thousands): Three Months Ended Six Months Ended Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 2024 Notes Coupon interest $ — $ 576 $ 334 $ 1,922 Amortization of debt discount and issuance costs — 86 28 284 Total $ — $ 662 $ 362 $ 2,206 Initial 2028 Notes Coupon interest $ 2,578 $ 2,578 $ 5,156 $ 2,979 Amortization of debt discount and issuance costs 436 417 872 479 Total $ 3,014 $ 2,995 $ 6,028 $ 3,458 Additional 2028 Notes Coupon interest $ 721 $ — $ 1,367 $ — Amortization of debt discount and issuance costs 775 — 1,437 — Total $ 1,496 $ — $ 2,804 $ — Convertible Bond Hedge and Warrant Transactions In April 2023, in connection with the offering of the Initial 2028 Notes, the Company entered into convertible note hedge transactions whereby the Company had the option to purchase a total of approximately 11.1 million shares of its common stock at an initial strike price of approximately $24.70 per share (the “Initial 2028 Bond Hedge”). The total cost of the Initial 2028 Bond Hedge transactions was $51.8 million. In addition, the Company sold warrants whereby the holders of the warrants had the option to purchase a total of approximately 11.1 million shares of the Company’s common stock at an initial strike price of $41.80 per share (the “Initial 2028 Warrants”). The Company received $20.2 million in cash proceeds from the sale of these warrants. Both the number of shares underlying the Initial 2028 Bond Hedge and the Initial 2028 Warrants and the strike price of the instruments are subject to customary adjustments. In accordance with the original terms of the Initial 2028 Bond Hedge confirmations and the Initial 2028 Warrants confirmations, the Company has adjusted the strike prices with respect to the Initial 2028 Bond Hedge and the Initial 2028 Warrants for quarterly dividends exceeding $0.225 per share (approximately $22.31 per share and $37.76 per share, respectively, as of August 3, 2024). The purchase of the Initial 2028 Bond Hedge is intended to offset dilution from the conversion of the Initial 2028 Notes to the extent the market price per share of the Company’s common stock exceeds the then-applicable strike price of the Initial 2028 Bond Hedge. 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 then-applicable strike price of the warrants. In April 2023, the Initial 2028 Bond Hedge and the Initial 2028 Warrants were recorded in stockholders’ equity, were not accounted for as derivatives and were not remeasured each reporting period. Concurrently, in connection with the retirement of $184.9 million in principal amount of the 2024 Notes in April 2023, the Company entered into Partial Termination Agreements with certain financial institutions to unwind a portion of the convertible note hedge transactions and warrant transactions the Company had entered into in connection with the issuance of the 2024 Notes. The terminated portion is in a notional amount corresponding to the amount of exchanged 2024 Notes. As a result, the Company received $7.2 million, which reduced the number of purchase options to approximately 4.6 million shares of common stock at an adjusted strike price of approximately $24.92 per share. Additionally, the Company paid $1.0 million related to terminated warrants, which reduced the number of shares that may be purchased pursuant to the warrants to 4.6 million shares of common stock at an adjusted strike price of approximately $45.31 per share. This transaction resulted in a $6.2 million net increase in additional paid-in capital in the Company’s condensed consolidated balance sheet as of April 29, 2023. For the remaining portion of the convertible note hedge transactions and warrant transactions entered into in connection with the 2024 Notes, both the number of shares underlying the instruments and the strike price of the instruments were subject to customary adjustments pursuant to their original terms. In accordance with the original terms of the convertible note hedge confirmations and warrant confirmations, the Company had adjusted the strike prices with respect to the convertible note hedges and warrants for quarterly dividends exceeding $0.1125 per share. The remaining convertible note hedges and warrant transactions continued to serve to partially offset the potential dilution arising from the conversion of the 2024 Notes that remained outstanding. In connection with the exchange of the 2024 Notes in January 2024 and March 2024, the Company purchased incremental bond hedges (the “Additional 2028 Bond Hedge”, together with the Initial 2028 Bond Hedge, the “2028 Bond Hedge”) and sold incremental warrants (the “Additional 2028 Warrants”) with the same terms and conditions as the Initial 2028 Bond Hedge and the Initial 2028 Warrants, each with a notional amount equal to the notional amount of the Additional 2028 Notes. The Company paid premiums of $16.2 million and $6.5 million to purchase the Additional 2028 Bond Hedge in January 2024 and March 2024, respectively, and received $5.8 million and $3.7 million for the issuance of the Additional 2028 Warrants in January 2024 and March 2024, respectively. The Additional 2028 Bond Hedge purchased and the Additional 2028 Warrants issued have terms that are identical to the Initial 2028 Bond Hedge and the Initial 2028 Warrants, except the notional amounts match the number of shares issuable upon conversion of the Additional 2028 Notes. Similarly, in connection with the retirement of $67.1 million and $14.6 million in principal amount of the 2024 Notes in January 2024 and March 2024, respectively, the Company entered into Partial Termination Agreements with certain financial institutions to unwind a portion of the convertible note hedge transactions and warrant transactions the Company had entered into in connection with the issuance of the 2024 Notes. The terminated portion is in a notional amount corresponding to the amount of exchanged 2024 Notes. As a result, the Company received $1.9 million and $1.3 million for the unwind of the convertible bond hedge in January 2024 and March 2024, respectively, and paid $0.1 million and $0.5 million for the unwind of the warrants in January 2024 and March 2024, respectively. These transactions in January 2024 and March 2024 resulted in a $1.8 million and a $0.8 million net increase, respectively, in paid-in capital in the Company’s consolidated balance sheet as of May 4, 2024. As a result of the unwind transactions, the convertible note hedge transactions and warrant transactions that remained outstanding had a notional amount of approximately 1.3 million shares of common stock, corresponding to the number of shares into which the remaining 2024 Notes were convertible. In addition, upon maturity of the 2024 Notes in April 2024, the Company exercised the convertible note hedge in connection with the remaining 2024 Notes and there was no outstanding convertible note hedge as of August 3, 2024. The warrant transactions remain outstanding and have a notional amount of approximately 1.3 million shares of common stock with a current strike price of $41.08 per share as of August 3, 2024. The Additional 2028 Warrants meet the scope exception for derivatives indexed to and settled in the Company’s own stock. Therefore, the Additional 2028 Warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. The Additional 2028 Bond Hedge does not qualify for the scope exception for derivatives indexed to the Company’s own stock because the settlement of the Additional 2028 Bond Hedge is indexed to the same inputs as the settlement of the Additional 2028 Notes which do not qualify for the scope exception. Additionally, in connection with the purchase of the Additional 2028 Bond Hedge, the Initial 2028 Bond Hedge was modified and merged with the Additional 2028 Bond Hedge. The result is that the Initial 2028 Bond Hedge no longer qualifies for the derivative scope exception for contracts indexed to the Company’s own stock. As a result, in January 2024, the Company recognized a derivative asset of $84.7 million for the 2028 Bond Hedge in other assets in the Company’s condensed consolidated balance sheet, of which $16.2 million relates to the Additional 2028 Bond Hedge purchased for cash and $68.5 million relates to the reclassification of the pre-existing Initial 2028 Bond Hedge, which resulted in an increase of $68.5 million in paid-in capital in the Company’s condensed consolidated balance sheet. The 2028 Bond Hedge is subsequently required to be remeasured to fair value each reporting period with changes in fair value recognized in net earnings (loss). |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Aug. 03, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation The following summarizes the share-based compensation expense recognized under all of the Company’s stock plans (in thousands): Three Months Ended Six Months Ended Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Stock options $ — $ 207 $ — $ 713 Stock awards/units 4,307 5,203 8,907 9,268 Employee Stock Purchase Plan 8 45 99 94 Total share-based compensation expense $ 4,315 $ 5,455 $ 9,006 $ 10,075 As of August 3, 2024, there was no unrecognized compensation cost related to nonvested stock options and approximately $31.7 million of unrecognized compensation cost related to nonvested stock awards/units. This cost is expected to be recognized over a weighted average period of 1.7 years. At the 2024 annual meeting of stockholders held on May 31, 2024, the Company’s shareholders approved an amendment and restatement of the Guess?, Inc. 2004 Equity Incentive Plan, as amended (the “2004 Plan”). The amendment and restatement of the 2004 Plan increased the aggregate number of shares of the Company’s common stock available for award grants under the 2004 Plan by 3,890,000 shares (from 29,780,000 shares to 33,670,000 shares). Annual Grants On March 29, 2024, the Company granted 375,800 nonvested stock awards/units to its employees. Performance-Based Awards 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 following summarizes the activity for nonvested performance-based units during the six months ended August 3, 2024: Number of Units Weighted Average Grant Date Fair Value Nonvested at February 3, 2024 376,916 $ 18.36 Granted — — Vested (112,590) 18.14 Forfeited — — Nonvested at August 3, 2024 264,326 $ 18.45 Market-Based Awards 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. The following summarizes the activity for nonvested market-based units during the six months ended August 3, 2024: Number of Units Weighted Average Grant Date Fair Value Nonvested at February 3, 2024 722,780 $ 19.55 Granted 1 43,150 17.77 Vested 1 (172,601) 17.77 Forfeited — — Nonvested at August 3, 2024 593,329 $ 19.94 ______________________________________________________________________ Notes: 1 As a result of the achievement of certain market-based vesting conditions, there were 43,150 shares that vested in addition to the original target number of shares granted in fiscal 2022. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Aug. 03, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company and its subsidiaries periodically enter into transactions with certain entities (the “Marciano Entities”) that are owned by 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 the brother of Paul Marciano and was a member of the Board until his retirement in September 2023. Leases The Company leases warehouse and administrative facilities from certain of the Marciano Entities. There were four of these leases in effect as of August 3, 2024 with expiration or option exercise dates ranging from calendar years 2025 to 2030, including two leases with respect to the Company’s North American corporate headquarters in Los Angeles, California (the “Los Angeles Location”), a lease for the Company’s Canadian warehouse and administrative facility in Montreal, Quebec (the “Montreal Location”) and a lease for the Company’s showroom and office space in Paris, France (the “Paris Location”). In August 2023, the Company (through a wholly-owned Canadian subsidiary) entered into a three-year lease extension through August 2026 with respect to the Montreal Location. All other material terms in the previously existing lease for the Montreal Location (including base rent of approximately CAD$0.6 million ($0.4 million) per year) remain the same. Aggregate lease costs recorded under the leases for the Los Angeles Location were $3.8 million and $3.7 million for the six months ended August 3, 2024 and July 29, 2023, respectively. The Marciano Entities have a 100% ownership interest in the Los Angeles Location, with Mr. Maurice Marciano having a 56.3% ownership interest and Mr. Paul Marciano having a 43.7% ownership interest. Accordingly, Mr. Maurice Marciano’s interest in the lease amounts for the Los Angeles Location were $2.1 million for each of the six months ended August 3, 2024 and July 29, 2023, and Mr. Paul Marciano’s interest in the lease amounts for the Los Angeles Location were $1.7 million and $1.6 million for the six months ended August 3, 2024 and July 29, 2023, respectively. Aggregate lease costs recorded under the lease for the Montreal Location were $0.2 million for each of the six months ended August 3, 2024 and July 29, 2023. The Marciano Entities have a 100% ownership interest in the Montreal Location, with each of Mr. Maurice Marciano and Mr. Paul Marciano having a 50% ownership interest. Accordingly, the interests in the lease amounts for the Montreal Location for each of Mr. Maurice Marciano and Mr. Paul Marciano were approximately $0.1 million for each of the six months ended August 3, 2024 and July 29, 2023. Aggregate lease costs recorded under the lease for the Paris Location were $0.6 million for each of the six months ended August 3, 2024 and July 29, 2023. The Marciano Entities have a 66.7% ownership interest in the Paris Location, with each of Mr. Maurice Marciano and Mr. Paul Marciano having a 33.3% ownership interest. Accordingly, the interests in the lease amounts for the Paris Location for each of Mr. Maurice Marciano and Mr. Paul Marciano were approximately $0.2 million for each of the six months ended August 3, 2024 and July 29, 2023. The Company believes that, at the time it entered into the related party leases, the terms of such leases were no less favorable to the Company than would have been available from unaffiliated third parties. Refer to Note 3 for more information on lease commitments. Aircraft Arrangements The Company periodically charters aircraft owned by certain of the Marciano Entities through informal arrangements with such Marciano Entities and independent third-party management companies contracted by such Marciano Entities to manage their aircraft. The Marciano Entities have a 100% ownership interest in the aircraft, with each of Mr. Maurice Marciano and Mr. Paul Marciano having a 50% ownership interest. The total fees paid by the Company to the independent third-party management companies under these arrangements for the six months ended August 3, 2024 and July 29, 2023 were approximately $1.4 million and $2.0 million, respectively. The approximate dollar value of the amount of each of Mr. Maurice Marciano’s and Mr. Paul Marciano’s interest in these transactions was approximately $0.6 million and $0.7 million for the six months ended August 3, 2024 and July 29, 2023, respectively. 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. Minority Investment The Company has a 30% ownership interest in a privately-held men’s footwear company (the “Footwear Company”). The Marciano Entities have a 45% ownership interest in the Footwear Company, with each of Mr. Maurice Marciano and Mr. Paul Marciano having a 22.5% ownership interest. Accordingly, each of Mr. Maurice Marciano and Mr. Paul Marciano has a 22.5% interest in each of the transactions between the Company and the Footwear Company described below. In fiscal 2021, the Company provided the Footwear Company with a $2.0 million revolving credit facility at an annual interest rate of 2.75% and a maturity date of November 2023. In October 2023, the Company and the Footwear Company amended the revolving credit facility to extend the term by three years to November 30, 2026 and to adjust the interest rate, effective December 1, 2023, to a floating rate equal to the one month term SOFR plus 1.75% per annum. As of August 3, 2024 and February 3, 2024, the Company had a note receivable of $0.7 million and $0.6 million, respectively, included in other assets in its condensed consolidated balance sheets 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 provides 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 provided 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. In May 2023, the Distributorship Agreement was amended to (i) reflect a reduction in the amount of sales services to be performed by the Company, (ii) revise the wholesale discount to 22%, and (iii) provide an annual 2% advertising commitment by the Company. During the six months ended August 3, 2024, there were less than $1,000 in fees received with respect to the U.S. fulfillment services, approximately $4,000 in fees received with respect to office rent and $314,000 in amounts paid related to the distributorship arrangements. During the six months ended July 29, 2023, there were approximately $7,000 in fees received with respect to the U.S. fulfillment services, approximately $9,000 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”). The Marciano Entities have a 16% ownership interest in the Fashion Company, with each of Mr. Maurice Marciano and Mr. Paul Marciano having an 8% ownership interest. In addition, Carlos Alberini, Chief Executive Officer of the Company, has a 4% ownership interest in the Fashion Company. The total payments made by the Company to the Fashion Company were approximately $0.4 million for each of the six months ended August 3, 2024 and July 29, 2023. Based on their respective ownership interests in the Fashion Company, the approximate dollar value of the amount of each individual’s interest in these transactions were approximately (i) for each of Mr. Maurice Marciano and Mr. Paul Marciano, $33,000 and $32,000 for the six months ended August 3, 2024 and July 29, 2023, respectively, and (ii) for Mr. Alberini, $17,000 and $16,000 for the six months ended August 3, 2024 and July 29, 2023, 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. Marciano and Mr. Alberini in the Fashion Company. Vendor Collaboration During April 2023, the Company entered into a co-branding collaboration arrangement in connection with a large-scale music festival with a privately-held alcoholic beverage company (the “Beverage Company”). The Marciano Entities have a 15% ownership interest in the Beverage Company, with each of Mr. Maurice Marciano and Mr. Paul Marciano having a 7.5% ownership interest. In addition, Nicolai Marciano, the Chief New Business Development Officer of the Company and son of Mr. Paul Marciano, has a 1.4% ownership interest in the Beverage Company. Accordingly, each of Mr. Maurice Marciano and Mr. Paul Marciano has a 7.5% interest and Mr. Nicolai Marciano has a 1.4% interest in the transaction between the Company and the Beverage Company described below. The co-branding arrangement provided for (i) the Beverage Company to pay a $100,000 fee, provide certain beverage products, facilitate the acquisition of additional third-party sponsors for the event and co-brand its social media posts with the Company and (ii) the Company to engage social-media influencers to attend the event and promote both companies through social-media posts, and provide promotional travel, lodging, hospitality and other ancillary expenses for select attendees at the co-branded event. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Aug. 03, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Investment Commitments As of August 3, 2024, the Company had an unfunded commitment to invest €3.7 million ($4.0 million) in certain private equity funds. Refer to Note 16 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 through such assessment dates. 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 ($10.6 million) of these favorable MFDTC judgments with the Appeals Court. As of August 3, 2024, €8.5 million ($9.3 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. As of August 3, 2024, of the cases that have been appealed to the Supreme Court, €1.5 million ($1.6 million) have been decided in favor of the Company based on the merits of the case and €0.2 million ($0.2 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 (including additional interest amounts) 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 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, which engaged in a 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 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 alleged such demand would have been futile. On October 28, 2022, ERSRI amended the complaint to include an additional basis for alleging demand futility. ERSRI sought monetary damages and possible injunctive relief. On September 29, 2023, the Company and all defendants in the ERSRI action entered into a Stipulation and Agreement of Compromise, Settlement, and Release (the “Stipulation”), which was approved by the Court on January 4, 2024 and resolved all claims asserted against all defendants in the ERSRI action without any admission or finding of wrongdoing attributed to them personally or to the Company. Under the terms of the Stipulation, the Company will implement certain governance and compliance enhancements. These enhancements include an agreement by the Company to appoint two new independent directors to the Board, including one to be selected by ERSRI and mutually agreed to by the Company, by no later than the Company’s 2025 Annual Meeting of Shareholders. The governance enhancements also include the establishment of a Diversity, Equity, and Inclusion Council (the “DEI Council”), which will be comprised of the aforementioned new independent director to be selected by ERSRI and two consultants, including one consultant to be selected by ERSRI. Once formed, the DEI Council will report directly to the Board and be responsible for overseeing the development and implementation of the Company’s policies and procedures related to harassment, discrimination and retaliation, including, in certain circumstances, having the authority to conduct investigations and to recommend disciplinary action, up to and including termination, of senior executives or Board members found to have engaged in misconduct. The DEI Council will also be responsible for overseeing a commitment to be added to the Company’s Governance Guidelines regarding the Company’s measures to prevent and respond to sexual harassment and discrimination. The Stipulation also includes certain agreements by Mr. Paul Marciano relating to meetings or activities with current or prospective Company models. In addition to the governance enhancements, pursuant to the Stipulation, (a) the defendants in the ERSRI action caused the Company to receive (i) a payment of $22 million upon Court approval of the settlement pursuant to the terms of the Stipulation, and (ii) the right to receive an additional payment of $8 million contingent on the recovery from the insurers currently being sought by the Company and the insureds in pending litigation against the insurers, and (b) the Company is responsible to pay an attorney’s fee award to ERSRI’s counsel. The $22 million received by the Company and the related attorney’s fee award under the terms of the Stipulation was accounted for by the Company when approved by the Court. 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 March 15, 2023, the Company moved for a more definite statement and moved to dismiss or stay the action. On May 9, 2023, Legion voluntarily dismissed the claims against Mr. Paul Marciano without prejudice. On April 3, 2024, based on the settlement of the derivative suit with ERSRI, as described above, the Court dismissed the Legion action with prejudice. On June 3, 2023, the Company received a letter from an individual seeking to settle certain claims against Mr. Paul Marciano and the Company relating to allegations of improper treatment of the individual by Mr. Paul Marciano in 2016. The letter did not make an assertion of damages. The individual was initially represented by the same attorney who represented plaintiffs in similar actions in 2021 and 2022, which were settled out of court in 2022 to avoid the cost of litigation and without admitting liability or fault. The individual subsequently retained a different attorney. No complaint has been filed with respect to the allegations in the June 2023 letter, and Mr. Paul Marciano and the Company dispute the allegations and intend to vigorously defend themselves with regard to this matter. On July 30, 2024, the Company received a letter from an individual seeking to settle certain claims against Mr. Paul Marciano, Mr. Maurice Marciano, certain current and former members of the Board, the Company’s former Chief Executive Officer and the Company. The letter provided notice of several potential claims based on allegations that the individual was treated improperly by Mr. Paul Marciano while discussing a prospective modeling opportunity between 2015 and 2016. No complaint has been filed with respect to the allegations in the July 2024 letter. The Company and Mr. Paul Marciano dispute the allegations and intend to vigorously defend this matter. 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 condensed consolidated balance sheet. As of August 3, 2024 and February 3, 2024, the carrying value of the redeemable noncontrolling interest related to Guess Brazil was $0.4 million and $0.5 million, respectively. The Company (through a wholly-owned European subsidiary) was previously party to a put arrangement with respect to the securities that represented 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, was exercisable 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 was based on a multiple of Guess CIS’s earnings before interest, taxes, depreciation and amortization subject to certain adjustments and was classified as a redeemable noncontrolling interest outside of permanent equity in the Company’s condensed consolidated balance sheet. The carrying value of the redeemable noncontrolling interest related to Guess CIS was €8.0 million as of January 28, 2023. 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, the Company determined that its acquisition of the Minority Holder’s 30% interest in Guess CIS pursuant to the Company’s pre-sanctions contractual obligation to fulfill the Minority Holder’s exercise of the Put Option was not prohibited by current economic sanctions, including the U.S. ban on new investment in Russia. As such, 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. This formal approval was received, and the purchase was completed in May 2023. As a result of this transaction, there was no redeemable noncontrolling interest related to Guess CIS as of August 3, 2024 and February 3, 2024. A reconciliation of the total carrying amount of redeemable noncontrolling interests is (in thousands): Six Months Ended Aug 3, 2024 Jul 29, 2023 Beginning balance $ 522 $ 9,154 Foreign currency translation adjustment (137) 0 Purchase of redeemable noncontrolling interest — (8,581) Ending balance $ 385 $ 573 |
Defined Benefit Plans
Defined Benefit Plans | 6 Months Ended |
Aug. 03, 2024 | |
Retirement Benefits [Abstract] | |
Defined Benefit Plans | Defined Benefit Plans Supplemental Executive Retirement Plan The Company’s Supplemental Executive Retirement Plan (“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 cash surrender values of the insurance policies were $64.7 million and $63.4 million as of August 3, 2024 and February 3, 2024, respectively, and were included in other assets in the Company’s condensed consolidated balance sheets. As a result of changes in the value of the insurance policy investments, the Company recorded unrealized gains of $2.5 million and $2.2 million in other income (expense) during the three and six months ended August 3, 2024, respectively, and immaterial unrealized gains in other income (expense) during the three and six months ended July 29, 2023, respectively. The projected benefit obligation was $37.7 million as of August 3, 2024 and February 3, 2024, and was included in accrued expenses and other current liabilities and other long-term liabilities in the Company’s condensed consolidated balance sheets depending on the expected timing of payments. SERP benefit payments of $0.5 million were made during each of the three months ended August 3, 2024 and July 29, 2023. SERP benefit payments of $1.0 million were made during each of the six months ended August 3, 2024 and July 29, 2023. 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. 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 August 3, 2024 and February 3, 2024, the foreign pension plans had a total projected benefit obligation of $59.6 million and $56.3 million, respectively, and plan assets held in independent investment fiduciaries of $52.2 million and $49.4 million, respectively. The net liability of $7.4 million and $6.8 million was included in other long-term liabilities in the Company’s condensed consolidated balance sheets as of August 3, 2024 and February 3, 2024, respectively. The components of net periodic defined benefit pension cost related to the Company’s defined benefit plans are (in thousands): SERP Foreign Pension Plans Total Three Months Ended Aug 3, 2024 Service cost $ — $ 1,053 $ 1,053 Interest cost 442 240 682 Expected return on plan assets — (214) (214) Net amortization of unrecognized prior service credit — (40) (40) Net amortization of actuarial (gains) losses (44) 40 (4) Net periodic defined benefit pension cost $ 398 $ 1,079 $ 1,477 Six Months Ended Aug 3, 2024 Service cost $ — $ 2,112 $ 2,112 Interest cost 883 481 1,364 Expected return on plan assets — (429) (429) Net amortization of unrecognized prior service credit — (80) (80) Net amortization of actuarial (gains) losses (87) 80 (7) Net periodic defined benefit pension cost $ 796 $ 2,164 $ 2,960 SERP Foreign Pension Plans Total Three Months Ended Jul 29, 2023 Service cost $ — $ 935 $ 935 Interest cost 466 229 695 Expected return on plan assets — (203) (203) Net amortization of unrecognized prior service credit — (40) (40) Net amortization of actuarial losses — 65 65 Net periodic defined benefit pension cost $ 466 $ 986 $ 1,452 Six Months Ended Jul 29, 2023 Service cost $ — $ 1,848 $ 1,848 Interest cost 931 453 1,384 Expected return on plan assets — (402) (402) Net amortization of unrecognized prior service credit — (79) (79) Net amortization of actuarial losses — 127 127 Net periodic defined benefit pension cost $ 931 $ 1,947 $ 2,878 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Aug. 03, 2024 | |
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 are 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 Fair Value Measurements at Aug 3, 2024 at Feb 3, 2024 Recurring Fair Value Measures Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Foreign exchange currency contracts $ — $ 990 $ — $ 990 $ — $ 2,278 $ — $ 2,278 2028 Bond Hedge — — 86,446 86,446 — — 85,918 85,918 Interest rate swap — — — — — 797 — 797 Total $ — $ 990 $ 86,446 $ 87,436 $ — $ 3,075 $ 85,918 $ 88,993 Liabilities: Foreign exchange currency contracts $ — $ 1,015 $ — $ 1,015 $ — $ 1,702 $ — $ 1,702 Embedded derivative — — 18,900 18,900 — — 16,390 16,390 Deferred compensation obligations — 18,580 — 18,580 — 17,164 — 17,164 Total $ — $ 19,595 $ 18,900 $ 38,495 $ — $ 18,866 $ 16,390 $ 35,256 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 Company’s 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. The fair values of the embedded derivative and the 2028 Bond Hedge related to the Additional 2028 Notes were initially measured based on the observed transactions. Subsequent fair values are measured using a binomial lattice model utilizing observable inputs (e.g. the Company’s stock price) and unobservable inputs (e.g. the expected volatility and instrument specific credit spread) that cause the valuation measurements to be classified as Level 3. The following assumptions were used within the model: Valuation Assumptions Aug 3, 2024 Feb 3, 2024 Expected volatility 30 % 30 % Risk-free interest rate 3.7 % 4.1 % Credit spread 2.7 % 4.3 % Dividend yield 5.3 % 5.2 % Term to maturity 3.7 years 4.2 years Stock price $ 22.43 $ 22.86 As of August 3, 2024, if the expected volatility were increased to 40%, keeping all other inputs constant, the fair value of the embedded derivative would increase from $18.9 million to $24.4 million and the fair value of the 2028 Bond Hedge would increase from $86.4 million to $111.7 million. If the expected volatility were decreased to 20%, the fair value of the embedded derivative would decrease from $18.9 million to $13.2 million and the fair value of the 2028 Bond Hedge would decrease from $86.4 million to $60.3 million. If the credit spread increased from 2.7% to 3.7%, keeping all other inputs constant, the fair value of the embedded derivative would increase from $18.9 million to $19.7 million and the fair value of the 2028 Bond Hedge would increase from $86.4 million to $90.0 million. If the credit spread decreased from 2.7% to 1.7%, the fair value of the embedded derivative would decrease from $18.9 million to $18.1 million and the fair value of the 2028 Bond Hedge would decrease from $86.4 million to $82.8 million. The following presents a reconciliation of the Company’s financial assets and liabilities measured at fair value as of August 3, 2024, using significant unobservable inputs (Level 3), and the change in fair value recorded in other income (expense), net in the consolidated statements of income (loss) (in thousands): Embedded Derivative 2028 Bond Hedge Balance as of February 3, 2024 $ (16,390) $ 85,918 Initial bifurcation of embedded derivative (6,538) — Purchase of Additional 2028 Bond Hedge — 6,538 Gain (loss) on fair value remeasurement 4,028 (6,010) Balance as of August 3, 2024 $ (18,900) $ 86,446 The Company included €8.0 million ($8.7 million) and €7.1 million ($7.7 million) in other assets in the Company’s condensed consolidated balance sheets related to its investment in certain private equity funds The fair values of the Company’s debt instruments (see Note 10) are based on the amount of future cash flows associated with each instrument discounted using the Company’s incremental borrowing rate. As of August 3, 2024 and February 3, 2024, the carrying value 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 11) 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. 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 Company also evaluates impairment risk for retail locations that are expected to be closed in the foreseeable future. The Company has flagship locations that 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 the 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 above. The impairment loss calculations require management to apply judgment in estimating future cash flows 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 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 following: the Russia-Ukraine war, including the related sanctions and trade restrictions imposed on Russia; 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. As discussed further in Note 1, macroeconomic conditions, including declines in consumer spending, inflation, higher interest rates, foreign exchange rate fluctuations and the impact of the ongoing wars in Ukraine and Gaza continued to negatively impact the Company’s financial results during the three and six months ended August 3, 2024 and July 29, 2023, and could continue to 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 that were available as of the reporting date. If actual results are not consistent with the assumptions and judgments used in estimating future cash flows and asset fair values, there may be additional exposure to future impairment losses that could be material to the Company’s results of operations. The Company recorded asset impairment charges of $2.3 million and $3.4 million during the three and six months ended August 3, 2024, respectively. The Company recorded asset impairment charges of $2.6 million and $4.6 million during the three and six months ended July 29, 2023, respectively. The Company recognized $2.0 million and $2.9 million in impairment of property and equipment during the three and six months ended August 3, 2024, respectively, related to certain retail locations primarily in the Americas and Europe driven by under-performance and expected store closures. The Company recognized $2.5 million and $4.5 million in impairment of property and equipment related to certain retail locations primarily in Americas and Europe during the three and six months ended July 29, 2023, respectively. The Company recognized $0.3 million and $0.5 million impairment charges on ROU assets during the three and six months ended August 3, 2024, respectively, and immaterial impairment charges on ROU assets during each of the three and six months ended July 29, 2023, respectively. 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. During the three months ended August 3, 2024, the Company assessed qualitative factors and determined that it is not more likely than not that the fair values of its reporting units are less than their carrying amounts. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Aug. 03, 2024 | |
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’s primary objective is to hedge the variability in forecasted cash flows due to the foreign currency risk. The Company enters 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 may also 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. From time to time, the Company may enter into interest rate swap agreements to effectively convert its floating-rate debt to a fixed-rate basis. The principal objective 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. In connection with the sale of the U.S. distribution center, the Company settled its interest rate swap agreement, recognizing a gain of $0.8 million. As of August 3, 2024, there was no related net unrealized loss, net of tax, in AOCL. Summary of Derivative Instruments The fair value of derivative instruments in the condensed consolidated balance sheets is (in thousands): Fair Value at Aug 3, 2024 Fair Value at Feb 3, 2024 Derivative Balance Sheet Location ASSETS: Derivatives designated as hedging instruments: Cash flow hedges: Foreign exchange currency contracts $ 467 $ 1,590 Other current assets/Other assets Interest rate swap — 797 Other assets Total derivatives designated as hedging instruments 467 2,387 Derivatives not designated as hedging instruments: Foreign exchange currency contracts 523 688 Other current assets 2028 Bond Hedge 86,446 85,918 Other assets Total derivatives not designated as hedging instruments 86,969 86,606 Total $ 87,436 $ 88,993 LIABILITIES: Derivatives designated as hedging instruments: Cash flow hedges: Foreign exchange currency contracts $ 600 $ 763 Accrued expenses/ Total derivatives designated as hedging instruments 600 763 Derivatives not designated as hedging instruments: Foreign exchange currency contracts 415 939 Accrued expenses Embedded derivative 18,900 16,390 Convertible senior notes due 2028, net Total derivatives not designated as hedging instruments 19,315 17,329 Total $ 19,915 $ 18,092 Derivatives Designated as Hedging Instruments Foreign Exchange Currency Contracts Designated as Cash Flow Hedges During the six months ended August 3, 2024, the Company purchased U.S. dollar forward contracts in Europe totaling US$175.0 million that were designated as cash flow hedges. As of August 3, 2024, the Company had forward contracts outstanding for its European operations of US$145.0 million to hedge forecasted merchandise purchases, which are expected to mature over the next 14 months. As of August 3, 2024, AOCL related to foreign exchange currency contracts included a $0.5 million net unrealized gain, net of tax, of which $0.5 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 quarter-end values. As of February 3, 2024, the Company had forward contracts outstanding for its European operations of $104.0 million that were designated as cash flow hedges. The following summarizes the gains (losses) before income taxes recognized on derivative instruments designated as cash flow hedges in other comprehensive income (loss) (“OCL”) and net earnings (loss) (in thousands): Gain (Loss) Recognized in OCL Location of Gain (Loss) Reclassified from AOCL into Earnings (Loss) Gain (Loss) Reclassified from AOCL into Earnings (Loss) Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Three Months Ended Derivatives designated as cash flow hedges: Foreign exchange currency contracts $ (1,422) $ 2,467 Cost of product sales $ (56) $ 311 Interest rate swap (797) 338 Interest expense 57 148 Six Months Ended Derivatives designated as cash flow hedges: Foreign exchange currency contracts $ (251) $ 1,395 Cost of product sales $ (2,101) $ 6,204 Interest rate swap (604) 353 Interest expense 212 276 The following summarizes net after income tax derivative activity recorded in AOCL (in thousands): Three Months Ended Six Months Ended Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Beginning balance gain (loss) $ 2,221 $ (7,869) $ (544) $ (1,584) Net gain (loss) from changes in cash flow hedges (1,832) 2,455 (687) 1,513 Net (gain) loss reclassified into earnings (loss) 87 (391) 1,707 (5,734) Ending balance gain (loss) $ 476 $ (5,805) $ 476 $ (5,805) Foreign Exchange Currency Contracts Not Designated as Hedging Instruments As of August 3, 2024, the Company had euro foreign exchange currency contracts to purchase US$114.0 million expected to mature over the next 13 months. As of February 3, 2024, the Company had euro foreign exchange currency contracts to purchase US$52.0 million. The following summarizes the gains (losses) before income taxes recognized on derivative instruments not designated as hedging instruments in other income (expense) (in thousands): Location of Gains (Losses) Recognized in Earnings (Loss) Gains (Losses) Recognized in Earnings (Loss) Three Months Ended Six Months Ended Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Foreign exchange currency contracts Other expense, net $ (939) $ 165 $ (418) $ (460) 2028 Bond Hedge Other expense, net $ (51,822) $ — $ (6,010) $ — Embedded derivatives Other expense, net $ 11,330 $ — $ 4,028 $ — |
Subsequent Events
Subsequent Events | 6 Months Ended |
Aug. 03, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Dividends On August 28, 2024, the Company announced a regular quarterly cash dividend of $0.30 per share on the Company’s common stock. The cash dividend will be paid on September 27, 2024 to shareholders of record as of the close of business on September 11, 2024. As a result of this dividend declaration and in accordance with the terms of the 2028 Indenture, the Company will adjust the conversion rate (which is expected to increase) and the conversion price (which is expected to decrease) of the 2028 Notes, effective as of September 11, 2024. A downward adjustment is also expected to be made to the strike prices of the 2028 Bond Hedge and 2028 Warrants, each of which will be decreased in accordance with the terms of the applicable 2028 Bond Hedge confirmations and 2028 Warrants confirmations. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2024 | Jul. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | |
Pay vs Performance Disclosure | ||||
Net earnings (loss) attributable to Guess?, Inc. | $ (10,603) | $ 39,033 | $ 2,419 | $ 27,228 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Aug. 03, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Aug. 03, 2024 | |
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 condensed consolidated financial statements and notes to the condensed consolidated financial statements. |
Interim Financial Statements | Interim Financial Statements |
Fiscal Periods | Fiscal Periods |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash on hand and marketable securities with original maturities of three months or less. The Company’s restricted cash is held for future payment of a special cash dividend declared in March 2024 as nonvested restricted stock awards vest. |
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, 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, restructuring expense and accruals, convertible senior notes and accounting for business combinations. These estimates and assumptions may change as a result of the impact of global economic conditions, such as the uncertainty regarding the impact of the ongoing wars in Ukraine and Gaza, 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. |
Revenue Recognition | Revenue Recognition 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. three |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts In the normal course of business, the Company grants credit directly to certain wholesale customers after a credit analysis is performed based on financial and other criteria. Accounts receivable are recorded net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses that may result from the inability of its wholesale customers and licensing partners 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, evaluation of the impact of current and future forecasted economic conditions and whether the Company has obtained credit insurance or other guarantees. Management performs regular evaluations concerning the ability of its customers to make required payments and records a provision for doubtful accounts based on these evaluations. As of August 3, 2024, approximately 46% of the Company’s total net trade accounts receivable and 65% 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. Management evaluates the creditworthiness of the counterparties to the credit insurance, bank guarantees and letters of credit and records a provision for the risk of loss on these instruments based on these evaluations as considered necessary. |
Recently Adopted and Recently Issued Accounting Guidance | Recently Adopted Accounting Guidance Common Control Arrangements In March 2023, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance to amend certain provisions of Accounting Standards Codification 842 that apply to arrangements between related parties under common control. The amendment requires leasehold improvements associated with common control leases to be amortized over the useful life to the common control group, and requires certain disclosures when the lease term is shorter than the useful life of the asset. This Accounting Standards Update (“ASU”) is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company adopted this guidance during the three months ended May 4, 2024, which had no material impact on the Company’s consolidated financial position, results of operations or cash flows. Recently Issued Accounting Guidance Joint Venture Formations In August 2023, the FASB issued authoritative guidance regarding the initial measurement of joint ventures. Upon formation, a joint venture is required to recognize and initially measure its assets and liabilities at fair value. The new guidance is applicable to joint ventures with a formation date on or after January 1, 2025. Early adoption and retrospective application of the amendments are permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements. Segment Reporting In November 2023, the FASB issued authoritative guidance which modifies the disclosure requirements of reportable segments. This guidance is designed to improve reportable segment disclosure requirements, primarily through enhanced disclosures of significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements. Income Tax Disclosures In December 2023, the FASB issued authoritative guidance to enhance the transparency and decision usefulness of income tax disclosures. The additional disclosures required by this update are related to the effective tax rate reconciliation and income taxes paid by jurisdiction. This ASU is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements. |
Acquisition of rag & bone (Tabl
Acquisition of rag & bone (Tables) | 6 Months Ended |
Aug. 03, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Schedule of Purchase Price Allocation | The purchase price consideration was allocated to assets acquired and liabilities assumed based on their respective fair values as follows (in thousands): Apr 2, 2024 Cash and cash equivalents $ 2,083 Accounts receivable 23,582 Inventory 52,105 Other current assets 10,900 Total current assets 88,670 Property and equipment 12,605 Operating lease right-of-use assets 38,821 Other assets 61,840 Total assets acquired $ 201,936 Accounts payable $ 23,752 Accrued expenses 11,923 Current portion of operating lease liabilities 16,588 Total current liabilities 52,263 Long-term operating lease liabilities 44,496 Total liabilities assumed $ 96,759 Fair value of net assets acquired $ 105,177 Cash $ 57,064 Earnout consideration 2,040 Vendor consideration 46,073 Fair value of acquisition consideration $ 105,177 |
Schedule of Pro Forma Financial Information | The following financial information presents the Company’s consolidated net revenues and net loss attributable to Guess?, Inc. as if the acquisition had occurred on January 29, 2023 (in thousands): Three Months Ended Six Months Ended Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Pro-forma net revenue $ 732,560 $ 724,824 $ 1,357,745 $ 1,349,565 |
Lease Accounting (Tables)
Lease Accounting (Tables) | 6 Months Ended |
Aug. 03, 2024 | |
Leases [Abstract] | |
Schedule of Assets and Liabilities, Lessee | The components of leases are (in thousands): Aug 3, 2024 Feb 3, 2024 Assets Balance Sheet Location Operating Operating lease right-of-use assets $ 767,463 $ 667,031 Finance Property and equipment, net 12,239 15,132 Total lease assets $ 779,702 $ 682,163 Liabilities Balance Sheet Location Current: Operating Current portion of operating lease liabilities $ 187,568 $ 166,451 Finance Current portion of borrowings and finance lease obligations 5,200 5,573 Noncurrent: Operating Long-term operating lease liabilities 638,228 542,392 Finance Long-term debt and finance lease obligations 7,527 9,857 Total lease liabilities $ 838,523 $ 724,273 |
Schedule of Lease Costs | The components of lease costs are (in thousands): Three Months Ended Six Months Ended Income Statement Location Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Operating lease costs Cost of product sales $ 49,909 $ 45,351 $ 98,359 $ 91,403 Operating lease costs Selling, general and administrative expenses 9,258 6,600 17,090 13,197 Operating lease costs 1 Net gains on lease modifications — (2,431) — (2,431) Finance lease costs Amortization of leased assets Cost of product sales 8 29 12 52 Amortization of leased assets Selling, general and administrative expenses 1,588 1,583 3,128 3,112 Interest on lease liabilities Interest expense 167 189 355 398 Variable lease costs 2 Cost of product sales 24,962 23,660 49,533 48,151 Variable lease costs 2 Selling, general and administrative expenses 1,216 1,086 2,315 1,747 Short-term lease costs Cost of product sales 106 79 229 149 Short-term lease costs Selling, general and administrative expenses 2,144 652 4,204 2,291 Total lease costs $ 89,358 $ 76,798 $ 175,225 $ 158,069 ______________________________________________________________________ Notes: 1 During the three and six months ended July 29, 2023, net gains on lease modifications related primarily to the early termination of certain lease agreements. Operating lease costs for these locations prior to the early termination were included in cost of product sales. 2 During the three and six months ended August 3, 2024, variable lease costs included certain rent concessions of approximately $0.2 million and $0.4 million, respectively, received by the Company, primarily in Europe. During the three and six months ended July 29, 2023, variable lease costs included certain rent concessions of approximately $0.6 million and $1.0 million, respectively, received by the Company, primarily in Europe. |
Schedule of Operating Lease Liabilities Maturity | Maturities of the Company’s operating and finance lease liabilities as of August 3, 2024 are (in thousands): Operating Leases Maturity of Lease Liabilities Non-Related Parties Related Parties Finance Leases Total Fiscal 2025 $ 121,071 $ 3,860 $ 3,054 $ 127,985 Fiscal 2026 170,997 7,226 5,730 183,953 Fiscal 2027 154,399 7,787 3,202 165,388 Fiscal 2028 121,547 7,709 1,359 130,615 Fiscal 2029 103,125 8,474 295 111,894 After fiscal 2029 248,449 12,335 3 260,787 Total lease payments 919,588 47,391 13,643 980,622 Less: Interest 132,048 9,135 916 142,099 Present value of lease liabilities $ 787,540 $ 38,256 $ 12,727 $ 838,523 |
Schedule of Finance Lease Liabilities Maturity | Maturities of the Company’s operating and finance lease liabilities as of August 3, 2024 are (in thousands): Operating Leases Maturity of Lease Liabilities Non-Related Parties Related Parties Finance Leases Total Fiscal 2025 $ 121,071 $ 3,860 $ 3,054 $ 127,985 Fiscal 2026 170,997 7,226 5,730 183,953 Fiscal 2027 154,399 7,787 3,202 165,388 Fiscal 2028 121,547 7,709 1,359 130,615 Fiscal 2029 103,125 8,474 295 111,894 After fiscal 2029 248,449 12,335 3 260,787 Total lease payments 919,588 47,391 13,643 980,622 Less: Interest 132,048 9,135 916 142,099 Present value of lease liabilities $ 787,540 $ 38,256 $ 12,727 $ 838,523 |
Schedule of Other Supplemental Information | Other supplemental information is (in thousands): Lease Term and Discount Rate Aug 3, 2024 Weighted-average remaining lease term Operating leases 6.2 years Finance leases 2.8 years Weighted-average discount rate Operating leases 5.2% Finance leases 5.0% Six Months Ended Supplemental Cash Flow Information Aug 3, 2024 Jul 29, 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 108,179 $ 99,294 New operating ROU assets obtained in exchange for lease liabilities $ 121,705 $ 64,636 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 6 Months Ended |
Aug. 03, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted EPS 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): Three Months Ended Six Months Ended Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Net earnings (loss) attributable to Guess?, Inc. $ (10,603) $ 39,033 $ 2,419 $ 27,228 Less net earnings attributable to nonvested restricted stockholders 160 502 478 392 Net earnings (loss) attributable to common stockholders (10,763) 38,531 1,941 26,836 Add expenses (income) related to the convertible senior notes 1 (8,215) 2,743 — 3,159 Net earnings (loss) attributable to common stockholders used in diluted computations $ (18,978) $ 41,274 $ 1,941 $ 29,995 Weighted average common shares used in basic computations 52,436 52,951 52,672 53,649 Effect of dilutive securities: Stock options and restricted stock units — 1,075 1,446 1,222 Convertible senior notes 14,656 15,843 — 10,737 Weighted average common shares used in diluted computations 67,092 69,869 54,118 65,608 Net earnings (loss) per common share attributable to common stockholders: Basic $ (0.21) $ 0.73 $ 0.04 $ 0.50 Diluted $ (0.28) $ 0.59 $ 0.04 $ 0.46 ______________________________________________________________________ Notes: 1 Expenses (income) related to the convertible senior notes include interest expense, loss on extinguishment of debt and (gain) loss on fair value remeasurement for embedded derivative, net of associated income tax effect. |
Schedule of Antidilutive Shares Excluded from Computation of Diluted Weighted Average Common Shares and Common Share Equivalents | Antidilutive shares excluded from the computation of diluted weighted average common shares and common equivalent shares outstanding are: Three Months Ended Six Months Ended Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Stock options and restricted stock units 1 1,678,508 990,262 227,548 1,035,126 Convertible senior notes 1,095,935 — 15,792,171 3,601,342 Total 2,774,443 990,262 16,019,719 4,636,468 ______________________________________________________________________ Notes: 1 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Aug. 03, 2024 | |
Equity [Abstract] | |
Schedule of Cash Dividend Declared Per Share | The following sets forth the cash dividend declared per share: Three Months Ended Six Months Ended Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Cash dividend declared per share $ 0.300 $ 0.300 $ 2.850 $ 0.525 |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss), Net of Related Income Taxes | The changes in accumulated other comprehensive income (loss) (“AOCL”), net of related income taxes, are (in thousands): Foreign Currency Translation Adjustment Derivative Financial Instruments Designated as Cash Flow Hedges Defined Benefit Plans Total Three Months Ended Aug 3, 2024 Balance at May 4, 2024 $ (139,108) $ 2,221 $ (161) $ (137,048) Gains (losses) arising during the period 1,441 (1,832) (282) (673) Reclassification to net earnings (loss) for (gains) losses realized — 87 (24) 63 Net other comprehensive income (loss) 1,441 (1,745) (306) (610) Balance at August 3, 2024 $ (137,667) $ 476 $ (467) $ (137,658) Six Months Ended Aug 3, 2024 Balance at February 3, 2024 $ (136,115) $ (544) $ (351) $ (137,010) Losses arising during the period (1,552) (687) (49) (2,288) Reclassification to net earnings for (gains) losses realized — 1,707 (67) 1,640 Net other comprehensive income (loss) (1,552) 1,020 (116) (648) Balance at August 3, 2024 $ (137,667) $ 476 $ (467) $ (137,658) Three Months Ended Jul 29, 2023 Balance at April 29, 2023 $ (128,147) $ (7,869) $ (3,461) $ (139,477) Gains (losses) arising during the period 4,978 2,455 (145) 7,288 Reclassification to net earnings for (gains) losses realized — (391) 23 (368) Net other comprehensive income (loss) 4,978 2,064 (122) 6,920 Balance at July 29, 2023 $ (123,169) $ (5,805) $ (3,583) $ (132,557) Six Months Ended Jul 29, 2023 Balance at January 28, 2023 $ (129,168) $ (1,584) $ (3,321) $ (134,073) Gains (losses) arising during the period 5,999 1,513 (306) 7,206 Reclassification to net earnings for (gains) losses realized — (5,734) 44 (5,690) Net other comprehensive income (loss) 5,999 (4,221) (262) 1,516 Balance at July 29, 2023 $ (123,169) $ (5,805) $ (3,583) $ (132,557) |
Schedule of Reclassifications Out of Accumulated Other Comprehensive Income (Loss) to Net Earnings (Loss) | Details on reclassifications out of AOCL to net earnings (loss) are (in thousands): Three Months Ended Six Months Ended Location of (Gain) Loss Reclassified from AOCL into Earnings (Loss) Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Derivative financial instruments designated as cash flow hedges: Foreign exchange currency contracts $ 56 $ (311) $ 2,101 $ (6,204) Cost of product sales Interest rate swap (57) (148) (212) (276) Interest expense Less income tax effect 88 68 (182) 746 Income tax expense 87 (391) 1,707 (5,734) Defined benefit plans: Net actuarial (gain) loss amortization (4) 65 (7) 127 Other expense, net Prior service credit amortization (40) (40) (80) (79) Other expense, net Less income tax effect 20 (2) 20 (4) Income tax expense (24) 23 (67) 44 Total reclassifications during the period $ 63 $ (368) $ 1,640 $ (5,690) |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Aug. 03, 2024 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable is summarized as follows (in thousands): Aug 3, 2024 Feb 3, 2024 Trade $ 312,720 $ 305,900 Royalty 12,466 9,334 Other 13,811 6,711 338,997 321,945 Less allowances 6,960 7,176 $ 332,037 $ 314,769 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Aug. 03, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands): Aug 3, 2024 Feb 3, 2024 Raw materials $ 7,113 $ 1,488 Work in progress 329 3 Finished goods 595,821 464,806 $ 603,263 $ 466,297 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Aug. 03, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Net Revenue and Earnings (Loss) From Operations by Segment | Net revenue and earnings (loss) from operations are summarized (in thousands): Three Months Ended Six Months Ended Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Net revenue: Europe $ 383,230 $ 366,311 $ 667,103 $ 646,509 Americas Retail 181,494 167,568 325,690 311,112 Americas Wholesale 84,404 43,680 146,532 95,073 Asia 54,332 58,937 127,088 129,712 Licensing 29,100 28,016 58,090 51,904 Total net revenue $ 732,560 $ 664,512 $ 1,324,503 $ 1,234,310 Earnings (loss) from operations: Europe $ 37,394 $ 47,196 $ 36,955 $ 48,789 Americas Retail 2,693 15,261 (7,698) 11,974 Americas Wholesale 15,980 11,065 30,107 24,158 Asia (1,224) (539) 2,517 3,291 Licensing 27,136 26,354 53,814 48,649 Total segment earnings from operations 81,979 99,337 115,695 136,861 Corporate overhead (45,707) (34,546) (98,170) (71,058) Asset impairment charges 1 (2,277) (2,622) (3,418) (4,556) Net gains on lease modifications 2 — 2,431 — 2,431 Gain on sale of assets 3 13,781 — 13,781 — Total earnings from operations $ 47,776 $ 64,600 $ 27,888 $ 63,678 ______________________________________________________________________ Notes: 1 During the three and six months ended August 3, 2024 and the three and six months ended July 29, 2023, the Company recognized asset impairment charges related primarily to impairment of property and equipment related to certain retail locations resulting from under-performance and expected store closures. Refer to Note 16 for more information regarding these asset impairment charges. 2 During the three and six months ended July 29, 2023, the Company recorded net gains on lease modifications related primarily to the early termination of certain lease agreements. 3 During three and six months ended August 3, 2024 the Company recorded a gain on the sale of assets related to the U.S. distribution center. |
Schedule of Net Revenue 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 (in thousands): Three Months Ended Six Months Ended Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Net revenue: U.S. $ 200,987 $ 145,181 $ 343,839 $ 279,133 Italy 78,179 81,290 135,721 141,660 Germany 52,061 47,960 85,289 80,324 South Korea 30,823 34,901 79,691 82,490 Spain 39,884 40,119 70,116 69,355 Canada 32,587 37,636 61,890 70,210 Mexico 30,044 23,756 60,249 47,552 Other countries 238,895 225,653 429,618 411,682 Total product sales 703,460 636,496 1,266,413 1,182,406 Net royalties 29,100 28,016 58,090 51,904 Net revenue $ 732,560 $ 664,512 $ 1,324,503 $ 1,234,310 |
Borrowings and Finance Lease _2
Borrowings and Finance Lease Obligations (Tables) | 6 Months Ended |
Aug. 03, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Borrowings and Finance Lease Obligations | Borrowings and finance lease obligations are summarized (in thousands): Aug 3, 2024 Feb 3, 2024 Term loans $ 7,390 $ 12,060 Finance lease obligations 12,727 15,430 Mortgage debt — 16,435 Borrowings under credit facilities 206,147 21,653 Other 2,922 3,413 229,186 68,991 Less current installments 41,348 40,781 Long-term debt and finance lease obligations $ 187,838 $ 28,210 |
Convertible Senior Notes and _2
Convertible Senior Notes and Related Transactions (Tables) | 6 Months Ended |
Aug. 03, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | The Notes consist of the following (in thousands): Aug 3, 2024 Feb 3, 2024 2024 Notes Principal $ — $ 48,078 Unamortized debt issuance costs — (30) Net carrying amount $ — $ 48,048 Fair value, net 1 $ — $ 49,182 Initial 2028 Notes Principal $ 275,000 $ 275,000 Unamortized debt discount and issuance costs 2,3 (7,162) (8,034) Net carrying amount $ 267,838 $ 266,966 Fair value, net 1 $ 312,341 $ 295,550 Additional 2028 Notes Principal $ 76,947 $ 64,826 Unamortized debt discount and issuance costs 3 (13,139) (11,465) Embedded derivative 4 18,900 16,390 Net carrying amount $ 82,708 $ 69,751 Fair value, net 1 $ 95,160 $ 60,099 Net carrying amount of Initial and Additional 2028 Notes $ 350,546 $ 336,717 ______________________________________________________________________ Notes: 1 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. 2 The unamortized debt discount related to the Initial 2028 Notes is due to the result of the modification accounting for a portion of the exchanged notes. This discount represents both an increase in the fair value of the embedded conversion feature, which is calculated as the difference between the fair value of the embedded conversion feature immediately before and after the exchange, and cash paid to modified noteholders. The change in conversion feature value reduces the carrying amount of the convertible debt instrument with a corresponding increase in additional paid-in capital. The additional cash paid to modified noteholders increased the debt discount. This debt discount is being amortized to interest expense over five years. 3 For each of the three and six months ended August 3, 2024, the weighted average effective interest rate including amortization of debt discount and issuance costs was 4.5% and 9.3% for the Initial 2028 Notes and Additional 2028 Notes, respectively. For the three and six months ended July 29, 2023, the weighted average effective interest rate including amortization of debt discount and issuance costs was 4.5% for the Initial 2028 Notes. 4 The fair value of the embedded derivative is measured using significant unobservable inputs and are classified as Level 3 in the fair value hierarchy. |
Schedule of Interest Expense on Convertible Notes | Interest expense for the Notes for the three and six months ended August 3, 2024 and July 29, 2023 consists of the following (in thousands): Three Months Ended Six Months Ended Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 2024 Notes Coupon interest $ — $ 576 $ 334 $ 1,922 Amortization of debt discount and issuance costs — 86 28 284 Total $ — $ 662 $ 362 $ 2,206 Initial 2028 Notes Coupon interest $ 2,578 $ 2,578 $ 5,156 $ 2,979 Amortization of debt discount and issuance costs 436 417 872 479 Total $ 3,014 $ 2,995 $ 6,028 $ 3,458 Additional 2028 Notes Coupon interest $ 721 $ — $ 1,367 $ — Amortization of debt discount and issuance costs 775 — 1,437 — Total $ 1,496 $ — $ 2,804 $ — |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Aug. 03, 2024 | |
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): Three Months Ended Six Months Ended Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Stock options $ — $ 207 $ — $ 713 Stock awards/units 4,307 5,203 8,907 9,268 Employee Stock Purchase Plan 8 45 99 94 Total share-based compensation expense $ 4,315 $ 5,455 $ 9,006 $ 10,075 |
Schedule of Activity for Nonvested Performance-based Units | The following summarizes the activity for nonvested performance-based units during the six months ended August 3, 2024: Number of Units Weighted Average Grant Date Fair Value Nonvested at February 3, 2024 376,916 $ 18.36 Granted — — Vested (112,590) 18.14 Forfeited — — Nonvested at August 3, 2024 264,326 $ 18.45 |
Schedule of Activity for Nonvested Market-based Units | The following summarizes the activity for nonvested market-based units during the six months ended August 3, 2024: Number of Units Weighted Average Grant Date Fair Value Nonvested at February 3, 2024 722,780 $ 19.55 Granted 1 43,150 17.77 Vested 1 (172,601) 17.77 Forfeited — — Nonvested at August 3, 2024 593,329 $ 19.94 ______________________________________________________________________ Notes: 1 As a result of the achievement of certain market-based vesting conditions, there were 43,150 shares that vested in addition to the original target number of shares granted in fiscal 2022. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Aug. 03, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Redeemable Noncontrolling Interest | A reconciliation of the total carrying amount of redeemable noncontrolling interests is (in thousands): Six Months Ended Aug 3, 2024 Jul 29, 2023 Beginning balance $ 522 $ 9,154 Foreign currency translation adjustment (137) 0 Purchase of redeemable noncontrolling interest — (8,581) Ending balance $ 385 $ 573 |
Defined Benefit Plans (Tables)
Defined Benefit Plans (Tables) | 6 Months Ended |
Aug. 03, 2024 | |
Retirement Benefits [Abstract] | |
Schedule of Components of Net Periodic Defined Benefit Pension Cost Related to the Company's Defined Benefit Plans | The components of net periodic defined benefit pension cost related to the Company’s defined benefit plans are (in thousands): SERP Foreign Pension Plans Total Three Months Ended Aug 3, 2024 Service cost $ — $ 1,053 $ 1,053 Interest cost 442 240 682 Expected return on plan assets — (214) (214) Net amortization of unrecognized prior service credit — (40) (40) Net amortization of actuarial (gains) losses (44) 40 (4) Net periodic defined benefit pension cost $ 398 $ 1,079 $ 1,477 Six Months Ended Aug 3, 2024 Service cost $ — $ 2,112 $ 2,112 Interest cost 883 481 1,364 Expected return on plan assets — (429) (429) Net amortization of unrecognized prior service credit — (80) (80) Net amortization of actuarial (gains) losses (87) 80 (7) Net periodic defined benefit pension cost $ 796 $ 2,164 $ 2,960 SERP Foreign Pension Plans Total Three Months Ended Jul 29, 2023 Service cost $ — $ 935 $ 935 Interest cost 466 229 695 Expected return on plan assets — (203) (203) Net amortization of unrecognized prior service credit — (40) (40) Net amortization of actuarial losses — 65 65 Net periodic defined benefit pension cost $ 466 $ 986 $ 1,452 Six Months Ended Jul 29, 2023 Service cost $ — $ 1,848 $ 1,848 Interest cost 931 453 1,384 Expected return on plan assets — (402) (402) Net amortization of unrecognized prior service credit — (79) (79) Net amortization of actuarial losses — 127 127 Net periodic defined benefit pension cost $ 931 $ 1,947 $ 2,878 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Aug. 03, 2024 | |
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 Fair Value Measurements at Aug 3, 2024 at Feb 3, 2024 Recurring Fair Value Measures Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Foreign exchange currency contracts $ — $ 990 $ — $ 990 $ — $ 2,278 $ — $ 2,278 2028 Bond Hedge — — 86,446 86,446 — — 85,918 85,918 Interest rate swap — — — — — 797 — 797 Total $ — $ 990 $ 86,446 $ 87,436 $ — $ 3,075 $ 85,918 $ 88,993 Liabilities: Foreign exchange currency contracts $ — $ 1,015 $ — $ 1,015 $ — $ 1,702 $ — $ 1,702 Embedded derivative — — 18,900 18,900 — — 16,390 16,390 Deferred compensation obligations — 18,580 — 18,580 — 17,164 — 17,164 Total $ — $ 19,595 $ 18,900 $ 38,495 $ — $ 18,866 $ 16,390 $ 35,256 |
Schedule of Measurement Input Assumptions | The following assumptions were used within the model: Valuation Assumptions Aug 3, 2024 Feb 3, 2024 Expected volatility 30 % 30 % Risk-free interest rate 3.7 % 4.1 % Credit spread 2.7 % 4.3 % Dividend yield 5.3 % 5.2 % Term to maturity 3.7 years 4.2 years Stock price $ 22.43 $ 22.86 |
Schedule of Reconciliation of Level 3 Assets and Liabilities | The following presents a reconciliation of the Company’s financial assets and liabilities measured at fair value as of August 3, 2024, using significant unobservable inputs (Level 3), and the change in fair value recorded in other income (expense), net in the consolidated statements of income (loss) (in thousands): Embedded Derivative 2028 Bond Hedge Balance as of February 3, 2024 $ (16,390) $ 85,918 Initial bifurcation of embedded derivative (6,538) — Purchase of Additional 2028 Bond Hedge — 6,538 Gain (loss) on fair value remeasurement 4,028 (6,010) Balance as of August 3, 2024 $ (18,900) $ 86,446 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Aug. 03, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets | The fair value of derivative instruments in the condensed consolidated balance sheets is (in thousands): Fair Value at Aug 3, 2024 Fair Value at Feb 3, 2024 Derivative Balance Sheet Location ASSETS: Derivatives designated as hedging instruments: Cash flow hedges: Foreign exchange currency contracts $ 467 $ 1,590 Other current assets/Other assets Interest rate swap — 797 Other assets Total derivatives designated as hedging instruments 467 2,387 Derivatives not designated as hedging instruments: Foreign exchange currency contracts 523 688 Other current assets 2028 Bond Hedge 86,446 85,918 Other assets Total derivatives not designated as hedging instruments 86,969 86,606 Total $ 87,436 $ 88,993 LIABILITIES: Derivatives designated as hedging instruments: Cash flow hedges: Foreign exchange currency contracts $ 600 $ 763 Accrued expenses/ Total derivatives designated as hedging instruments 600 763 Derivatives not designated as hedging instruments: Foreign exchange currency contracts 415 939 Accrued expenses Embedded derivative 18,900 16,390 Convertible senior notes due 2028, net Total derivatives not designated as hedging instruments 19,315 17,329 Total $ 19,915 $ 18,092 |
Schedule of Gains (Losses) Before Taxes Recognized on the Derivative Instruments Designated as Cash Flow Hedges | The following summarizes the gains (losses) before income taxes recognized on derivative instruments designated as cash flow hedges in other comprehensive income (loss) (“OCL”) and net earnings (loss) (in thousands): Gain (Loss) Recognized in OCL Location of Gain (Loss) Reclassified from AOCL into Earnings (Loss) Gain (Loss) Reclassified from AOCL into Earnings (Loss) Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Three Months Ended Derivatives designated as cash flow hedges: Foreign exchange currency contracts $ (1,422) $ 2,467 Cost of product sales $ (56) $ 311 Interest rate swap (797) 338 Interest expense 57 148 Six Months Ended Derivatives designated as cash flow hedges: Foreign exchange currency contracts $ (251) $ 1,395 Cost of product sales $ (2,101) $ 6,204 Interest rate swap (604) 353 Interest expense 212 276 |
Schedule of Net After-tax Derivative Activity Recorded in Accumulated Other Comprehensive Income (Loss) | The following summarizes net after income tax derivative activity recorded in AOCL (in thousands): Three Months Ended Six Months Ended Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Beginning balance gain (loss) $ 2,221 $ (7,869) $ (544) $ (1,584) Net gain (loss) from changes in cash flow hedges (1,832) 2,455 (687) 1,513 Net (gain) loss reclassified into earnings (loss) 87 (391) 1,707 (5,734) Ending balance gain (loss) $ 476 $ (5,805) $ 476 $ (5,805) |
Schedule of Derivative Instruments Not Designated as Hedging Instruments | The following summarizes the gains (losses) before income taxes recognized on derivative instruments not designated as hedging instruments in other income (expense) (in thousands): Location of Gains (Losses) Recognized in Earnings (Loss) Gains (Losses) Recognized in Earnings (Loss) Three Months Ended Six Months Ended Aug 3, 2024 Jul 29, 2023 Aug 3, 2024 Jul 29, 2023 Foreign exchange currency contracts Other expense, net $ (939) $ 165 $ (418) $ (460) 2028 Bond Hedge Other expense, net $ (51,822) $ — $ (6,010) $ — Embedded derivatives Other expense, net $ 11,330 $ — $ 4,028 $ — |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Aug. 03, 2024 | Jul. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | Feb. 01, 2025 | Feb. 03, 2024 | Jan. 28, 2023 | Apr. 02, 2024 | |
Disaggregation of Revenue [Line Items] | ||||||||
Fiscal period duration | 371 days | 364 days | ||||||
Percentage of total accounts receivable that are insured or supported by bank guarantees or letters of credit | 46% | 46% | ||||||
Europe | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Percentage of total accounts receivable that are insured or supported by bank guarantees or letters of credit | 65% | 65% | ||||||
Royalties | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net royalties revenue recognized | $ 4.3 | $ 3.6 | $ 8.8 | $ 7.2 | ||||
Royalties | Accrued expenses and other current liabilities | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Current deferred royalties | 14.8 | 14.8 | $ 5 | |||||
Royalties | Other long-term liabilities | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Noncurrent deferred royalties | $ 36.8 | $ 36.8 | $ 14.8 | |||||
Minimum | Royalties | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
License agreement term | 3 years | |||||||
Maximum | Royalties | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
License agreement term | 15 years | |||||||
Forecast | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Fiscal period duration | 364 days | |||||||
Rag & Bone, Intellectual Property | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Percentage of intellectual property assets acquired | 50% |
Acquisition of rag & bone - Nar
Acquisition of rag & bone - Narrative (Details) | 3 Months Ended | 4 Months Ended | 6 Months Ended | ||
Apr. 02, 2024 USD ($) store option | Aug. 03, 2024 USD ($) | Aug. 03, 2024 USD ($) | Aug. 03, 2024 USD ($) | Feb. 03, 2024 USD ($) | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 34,335,000 | $ 34,335,000 | $ 34,335,000 | $ 34,100,000 | |
Royalties | Joint Venture | |||||
Business Acquisition [Line Items] | |||||
License agreement term | 10 years | ||||
Maximum number of license agreement renewals | option | 4 | ||||
License agreement renewal term | 10 years | ||||
Joint Venture | |||||
Business Acquisition [Line Items] | |||||
Loan receivable | $ 15,600,000 | ||||
Joint Venture | |||||
Business Acquisition [Line Items] | |||||
Equity method ownership percentage | 50% | ||||
Fair value of joint venture | $ 44,100,000 | ||||
Rag & Bone | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | 57,064,000 | ||||
Maximum earnout consideration payable | $ 12,800,000 | ||||
Amortization period for off-market leases | 3 years 6 months | ||||
Goodwill | $ 0 | ||||
Vendor consideration amortization period | 5 years | ||||
Transaction-related costs | 100,000 | $ 5,700,000 | |||
Revenue of acquiree since acquisition date | $ 63,900,000 | $ 87,200,000 | |||
Rag & Bone | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets useful life | 10 years | ||||
Rag & Bone | Earnout consideration | |||||
Business Acquisition [Line Items] | |||||
Earnout/ vendor consideration liability | $ 2,040,000 | ||||
Rag & Bone | Vendor consideration | |||||
Business Acquisition [Line Items] | |||||
Earnout/ vendor consideration liability | $ 46,073,000 | ||||
Rag & Bone | U.S. | |||||
Business Acquisition [Line Items] | |||||
Number of stores acquired | store | 34 | ||||
Rag & Bone | UK | |||||
Business Acquisition [Line Items] | |||||
Number of stores acquired | store | 2 |
Acquisition of rag & bone - Sch
Acquisition of rag & bone - Schedule of Purchase Price Allocation (Details) - Rag & Bone $ in Thousands | Apr. 02, 2024 USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 2,083 |
Accounts receivable | 23,582 |
Inventory | 52,105 |
Other current assets | 10,900 |
Total current assets | 88,670 |
Property and equipment | 12,605 |
Operating lease right-of-use assets | 38,821 |
Other assets | 61,840 |
Total assets acquired | 201,936 |
Accounts payable | 23,752 |
Accrued expenses | 11,923 |
Current portion of operating lease liabilities | 16,588 |
Total current liabilities | 52,263 |
Long-term operating lease liabilities | 44,496 |
Total liabilities assumed | 96,759 |
Fair value of net assets acquired | 105,177 |
Cash | 57,064 |
Fair value of acquisition consideration | 105,177 |
Earnout consideration | |
Business Acquisition [Line Items] | |
Earnout/ vendor consideration | 2,040 |
Vendor consideration | |
Business Acquisition [Line Items] | |
Earnout/ vendor consideration | $ 46,073 |
Acquisition of rag & bone - S_2
Acquisition of rag & bone - Schedule of Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2024 | Jul. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | |
Rag & Bone | ||||
Business Acquisition [Line Items] | ||||
Pro-forma net revenue | $ 732,560 | $ 724,824 | $ 1,357,745 | $ 1,349,565 |
Lease Accounting - Narrative (D
Lease Accounting - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2024 USD ($) option | Jul. 29, 2023 USD ($) | Aug. 03, 2024 USD ($) option | Jul. 29, 2023 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Sale and leaseback term | 10 years | |||
Number of sale and leaseback extension options | option | 2 | 2 | ||
Sale and leaseback extension period | 5 years | 5 years | ||
Gain on sale and leaseback of property | $ 13,781 | $ 0 | $ 13,781 | $ 0 |
Commitments for operating lease not yet commenced | $ 15,000 | $ 15,000 | ||
Retail Store | Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Percentage of annual sales volume used for incremental rent on certain retail location leases | 3% | |||
Retail Store | Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Percentage of annual sales volume used for incremental rent on certain retail location leases | 26% | |||
Retail Concession | Weighted Average | ||||
Lessee, Lease, Description [Line Items] | ||||
Percentage of annual sales volume used for incremental rent on certain retail location leases | 25% |
Lease Accounting - Schedule of
Lease Accounting - Schedule of Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Aug. 03, 2024 | Feb. 03, 2024 |
Assets | ||
Operating | $ 767,463 | $ 667,031 |
Finance | 12,239 | 15,132 |
Total lease assets | $ 779,702 | $ 682,163 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net |
Current: | ||
Operating | $ 187,568 | $ 166,451 |
Finance | 5,200 | 5,573 |
Noncurrent: | ||
Operating | 638,228 | 542,392 |
Finance | 7,527 | 9,857 |
Total lease liabilities | $ 838,523 | $ 724,273 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | 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 Enumeration] | Long-term debt and finance lease obligations | Long-term debt and finance lease obligations |
Lease Accounting - Schedule o_2
Lease Accounting - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2024 | Jul. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | |
Lease costs | ||||
Net gains on lease modifications | $ 0 | $ (2,431) | $ 0 | $ (2,431) |
Finance lease costs | ||||
Total lease costs | 89,358 | 76,798 | 175,225 | 158,069 |
Europe | ||||
Finance lease costs | ||||
Rent concessions from landlord | 200 | 600 | 400 | 1,000 |
Cost of product sales | ||||
Lease costs | ||||
Operating lease costs | 49,909 | 45,351 | 98,359 | 91,403 |
Finance lease costs | ||||
Amortization of leased assets | 8 | 29 | 12 | 52 |
Variable lease costs | 24,962 | 23,660 | 49,533 | 48,151 |
Short-term lease costs | 106 | 79 | 229 | 149 |
Selling, general and administrative expenses | ||||
Lease costs | ||||
Operating lease costs | 9,258 | 6,600 | 17,090 | 13,197 |
Finance lease costs | ||||
Amortization of leased assets | 1,588 | 1,583 | 3,128 | 3,112 |
Variable lease costs | 1,216 | 1,086 | 2,315 | 1,747 |
Short-term lease costs | 2,144 | 652 | 4,204 | 2,291 |
Net gains on lease modifications | ||||
Lease costs | ||||
Net gains on lease modifications | 0 | (2,431) | 0 | (2,431) |
Interest expense | ||||
Finance lease costs | ||||
Interest on lease liabilities | $ 167 | $ 189 | $ 355 | $ 398 |
Lease Accounting - Schedule o_3
Lease Accounting - Schedule of Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands | Aug. 03, 2024 | Feb. 03, 2024 |
Finance Leases | ||
Fiscal 2025 | $ 3,054 | |
Fiscal 2026 | 5,730 | |
Fiscal 2027 | 3,202 | |
Fiscal 2028 | 1,359 | |
Fiscal 2029 | 295 | |
After fiscal 2029 | 3 | |
Total lease payments | 13,643 | |
Less: Interest | 916 | |
Finance lease obligations | 12,727 | $ 15,430 |
Total | ||
Fiscal 2025 | 127,985 | |
Fiscal 2026 | 183,953 | |
Fiscal 2027 | 165,388 | |
Fiscal 2028 | 130,615 | |
Fiscal 2029 | 111,894 | |
After fiscal 2029 | 260,787 | |
Total lease payments | 980,622 | |
Less: Interest | 142,099 | |
Total lease liabilities | 838,523 | $ 724,273 |
Non-Related Parties | ||
Lessee, Lease, Description [Line Items] | ||
Fiscal 2025 | 121,071 | |
Fiscal 2026 | 170,997 | |
Fiscal 2027 | 154,399 | |
Fiscal 2028 | 121,547 | |
Fiscal 2029 | 103,125 | |
After fiscal 2029 | 248,449 | |
Total lease payments | 919,588 | |
Less: Interest | 132,048 | |
Present value of lease liabilities | 787,540 | |
Related Parties | ||
Lessee, Lease, Description [Line Items] | ||
Fiscal 2025 | 3,860 | |
Fiscal 2026 | 7,226 | |
Fiscal 2027 | 7,787 | |
Fiscal 2028 | 7,709 | |
Fiscal 2029 | 8,474 | |
After fiscal 2029 | 12,335 | |
Total lease payments | 47,391 | |
Less: Interest | 9,135 | |
Present value of lease liabilities | $ 38,256 |
Lease Accounting - Schedule o_4
Lease Accounting - Schedule of Lease Term and Discount Rate (Details) | Aug. 03, 2024 |
Weighted-average remaining lease term | |
Operating leases | 6 years 2 months 12 days |
Finance leases | 2 years 9 months 18 days |
Weighted-average discount rate | |
Operating leases | 5.20% |
Finance leases | 5% |
Lease Accounting - Schedule o_5
Lease Accounting - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Aug. 03, 2024 | Jul. 29, 2023 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 108,179 | $ 99,294 |
New operating ROU assets obtained in exchange for lease liabilities | $ 121,705 | $ 64,636 |
Earnings (Loss) per Share - Sch
Earnings (Loss) per Share - Schedule of Computation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2024 | Jul. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | |
Earnings Per Share [Abstract] | ||||
Net earnings (loss) attributable to Guess?, Inc. | $ (10,603) | $ 39,033 | $ 2,419 | $ 27,228 |
Less net earnings attributable to nonvested restricted stockholders | 160 | 502 | 478 | 392 |
Net earnings (loss) attributable to common stockholders | (10,763) | 38,531 | 1,941 | 26,836 |
Add expenses (income) related to the convertible senior notes | 2,743 | 0 | 3,159 | |
Add expenses (income) related to the convertible senior notes | (8,215) | |||
Net earnings (loss) attributable to common stockholders used in diluted computations | $ (18,978) | $ 41,274 | $ 1,941 | $ 29,995 |
Weighted average common shares used in basic computations (in shares) | 52,436,000 | 52,951,000 | 52,672,000 | 53,649,000 |
Effect of dilutive securities: | ||||
Stock options and restricted stock units (in shares) | 0 | 1,075,000 | 1,446,000 | 1,222,000 |
Convertible senior notes (in shares) | 14,656,000 | 15,843,000 | 0 | 10,737,000 |
Weighted average common shares used in diluted computations (in shares) | 67,092,000 | 69,869,000 | 54,118,000 | 65,608,000 |
Net earnings (loss) per common share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ (0.21) | $ 0.73 | $ 0.04 | $ 0.50 |
Diluted (in dollars per share) | $ (0.28) | $ 0.59 | $ 0.04 | $ 0.46 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive equity awards excluded from computation of diluted weighted average common shares (in shares) | 2,774,443 | 990,262 | 16,019,719 | 4,636,468 |
Convertible senior notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive equity awards excluded from computation of diluted weighted average common shares (in shares) | 1,095,935 | 0 | 15,792,171 | 3,601,342 |
Stock options and restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive equity awards excluded from computation of diluted weighted average common shares (in shares) | 1,678,508 | 990,262 | 227,548 | 1,035,126 |
Earnings (Loss) per Share - S_2
Earnings (Loss) per Share - Schedule of Antidilutive Shares (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2024 | Jul. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive equity awards excluded from computation of diluted weighted average common shares (in shares) | 2,774,443 | 990,262 | 16,019,719 | 4,636,468 |
Stock options and restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive equity awards excluded from computation of diluted weighted average common shares (in shares) | 1,678,508 | 990,262 | 227,548 | 1,035,126 |
Potentially dilutive shares excluded to the Net Loss | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive equity awards excluded from computation of diluted weighted average common shares (in shares) | 1,398,312 | |||
Potentially dilutive shares excluded due to assumed proceeds | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive equity awards excluded from computation of diluted weighted average common shares (in shares) | 280,196 | |||
Convertible senior notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive equity awards excluded from computation of diluted weighted average common shares (in shares) | 1,095,935 | 0 | 15,792,171 | 3,601,342 |
Earnings (Loss) per Share - Nar
Earnings (Loss) per Share - Narrative (Details) - $ / shares | 3 Months Ended | 6 Months Ended | |||||
Aug. 03, 2024 | Jul. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | Mar. 31, 2024 | Apr. 29, 2023 | Apr. 30, 2019 | |
Senior Notes | 2024 Notes | |||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Interest rate (as a percent) | 2% | ||||||
Warrants outstanding (in shares) | 1,300,000 | 4,600,000 | 1,300,000 | 4,600,000 | |||
Strike price of warrants (in dollars per share) | $ 41.08 | $ 44.87 | $ 41.08 | $ 44.87 | $ 45.31 | ||
Senior Notes | 2028 Notes | |||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Interest rate (as a percent) | 3.75% | ||||||
Warrants outstanding (in shares) | 15,800,000 | 15,800,000 | |||||
Strike price of warrants (in dollars per share) | $ 37.76 | $ 37.76 | |||||
Senior Notes | Initial 2028 Notes | |||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Interest rate (as a percent) | 3.75% | ||||||
Warrants outstanding (in shares) | 11,100,000 | 11,100,000 | |||||
Strike price of warrants (in dollars per share) | $ 41.64 | $ 41.64 | $ 41.80 | ||||
Performance-based or Market-based units | |||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Performance or market awards excluded from computation of EPS (in shares) | 300,000 | 640,042 | 300,000 | 640,042 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||
Mar. 14, 2022 | Mar. 31, 2024 | Jan. 31, 2024 | Apr. 29, 2023 | Apr. 30, 2019 | Aug. 03, 2024 | May 04, 2024 | Jul. 29, 2023 | Apr. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | Mar. 25, 2024 | Feb. 03, 2024 | Jan. 29, 2022 | |
Class of Stock [Line Items] | ||||||||||||||
Share repurchases | $ 50,511,000 | $ 10,279,000 | $ 42,821,000 | |||||||||||
Cash dividend declared per share (in dollars per share) | $ 0.300 | $ 0.300 | $ 0.225 | $ 2.850 | $ 0.525 | |||||||||
2025 Q1 Special Dividend | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Cash dividend declared per share (in dollars per share) | $ 2.25 | |||||||||||||
2025 Q1 Quarterly Dividend | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Cash dividend declared per share (in dollars per share) | $ 0.30 | |||||||||||||
Senior Notes | 2024 Notes | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Dividend threshold for conversion rate and conversion price adjustment (in dollars per share) | $ 0.1125 | |||||||||||||
Senior Notes | 2028 Notes | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Dividend threshold for conversion rate and conversion price adjustment (in dollars per share) | $ 0.225 | |||||||||||||
Share Repurchase Program | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Authorized amount for repurchase | $ 200,000,000 | $ 200,000,000 | ||||||||||||
Stock repurchase program, authorized amount, increase during period | $ 100,000,000 | $ 1,400,000 | ||||||||||||
Remaining purchase amount authorized | $ 139,800,000 | $ 139,800,000 | $ 0 | |||||||||||
Share repurchases (in shares) | 2,300,000 | 0 | 2,600,000 | 2,200,000 | ||||||||||
Share repurchases | $ 10,300,000 | $ 21,300,000 | $ 42,800,000 | $ 50,500,000 | $ 60,800,000 | $ 42,800,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Cash Dividend Declared Per Share (Details) - $ / shares | 3 Months Ended | 6 Months Ended | |||
Aug. 03, 2024 | Jul. 29, 2023 | Apr. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | |
Equity [Abstract] | |||||
Cash dividend declared per share (in dollars per share) | $ 0.300 | $ 0.300 | $ 0.225 | $ 2.850 | $ 0.525 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Aug. 03, 2024 | May 04, 2024 | Jul. 29, 2023 | Apr. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | |
Accumulated other comprehensive income (loss), net of tax | ||||||
Beginning balance gain (loss) | $ 607,332 | $ 734,794 | $ 493,058 | $ 572,751 | $ 734,794 | $ 572,751 |
Net other comprehensive income (loss) | (4,003) | 599 | 9,302 | (4,095) | ||
Ending balance gain (loss) | 531,643 | 607,332 | 533,821 | 493,058 | 531,643 | 533,821 |
Total | ||||||
Accumulated other comprehensive income (loss), net of tax | ||||||
Beginning balance gain (loss) | (137,048) | (137,010) | (139,477) | (134,073) | (137,010) | (134,073) |
Gains (losses) arising during the period | (673) | 7,288 | (2,288) | 7,206 | ||
Reclassification to net earnings (loss) for (gains) losses realized | 63 | (368) | 1,640 | (5,690) | ||
Net other comprehensive income (loss) | (610) | (38) | 6,920 | (5,404) | (648) | 1,516 |
Ending balance gain (loss) | (137,658) | (137,048) | (132,557) | (139,477) | (137,658) | (132,557) |
Foreign Currency Translation Adjustment | ||||||
Accumulated other comprehensive income (loss), net of tax | ||||||
Beginning balance gain (loss) | (139,108) | (136,115) | (128,147) | (129,168) | (136,115) | (129,168) |
Gains (losses) arising during the period | 1,441 | 4,978 | (1,552) | 5,999 | ||
Reclassification to net earnings (loss) for (gains) losses realized | 0 | 0 | 0 | 0 | ||
Net other comprehensive income (loss) | 1,441 | 4,978 | (1,552) | 5,999 | ||
Ending balance gain (loss) | (137,667) | (139,108) | (123,169) | (128,147) | (137,667) | (123,169) |
Derivative Financial Instruments Designated as Cash Flow Hedges | ||||||
Accumulated other comprehensive income (loss), net of tax | ||||||
Beginning balance gain (loss) | 2,221 | (544) | (7,869) | (1,584) | (544) | (1,584) |
Gains (losses) arising during the period | (1,832) | 2,455 | (687) | 1,513 | ||
Reclassification to net earnings (loss) for (gains) losses realized | 87 | (391) | 1,707 | (5,734) | ||
Net other comprehensive income (loss) | (1,745) | 2,064 | 1,020 | (4,221) | ||
Ending balance gain (loss) | 476 | 2,221 | (5,805) | (7,869) | 476 | (5,805) |
Defined Benefit Plans | ||||||
Accumulated other comprehensive income (loss), net of tax | ||||||
Beginning balance gain (loss) | (161) | (351) | (3,461) | (3,321) | (351) | (3,321) |
Gains (losses) arising during the period | (282) | (145) | (49) | (306) | ||
Reclassification to net earnings (loss) for (gains) losses realized | (24) | 23 | (67) | 44 | ||
Net other comprehensive income (loss) | (306) | (122) | (116) | (262) | ||
Ending balance gain (loss) | $ (467) | $ (161) | $ (3,583) | $ (3,461) | $ (467) | $ (3,583) |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Aug. 03, 2024 | May 04, 2024 | Jul. 29, 2023 | Apr. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | |
Reclassifications out of accumulated other comprehensive income (loss) to net earnings (loss) | ||||||
Cost of product sales | $ 412,617 | $ 370,069 | $ 756,459 | $ 707,882 | ||
Interest expense | 7,707 | 5,742 | 14,081 | 9,960 | ||
Other expense, net | 39,873 | 4,592 | 4,106 | 7,223 | ||
Income tax expense | 11,789 | 15,165 | 7,084 | 12,907 | ||
Total reclassifications during the period | 8,636 | $ (15,906) | (41,962) | $ 10,694 | (7,270) | (31,268) |
Reclassifications out of accumulated other comprehensive income (loss) | ||||||
Reclassifications out of accumulated other comprehensive income (loss) to net earnings (loss) | ||||||
Total reclassifications during the period | 63 | (368) | 1,640 | (5,690) | ||
Reclassifications out of accumulated other comprehensive income (loss) | Derivative financial instruments designated as cash flow hedges | ||||||
Reclassifications out of accumulated other comprehensive income (loss) to net earnings (loss) | ||||||
Cost of product sales | 56 | (311) | 2,101 | (6,204) | ||
Interest expense | (57) | (148) | (212) | (276) | ||
Income tax expense | 88 | 68 | (182) | 746 | ||
Total reclassifications during the period | 87 | (391) | 1,707 | (5,734) | ||
Reclassifications out of accumulated other comprehensive income (loss) | Net actuarial (gain) loss amortization | ||||||
Reclassifications out of accumulated other comprehensive income (loss) to net earnings (loss) | ||||||
Other expense, net | (4) | 65 | (7) | 127 | ||
Reclassifications out of accumulated other comprehensive income (loss) | Prior service credit amortization | ||||||
Reclassifications out of accumulated other comprehensive income (loss) to net earnings (loss) | ||||||
Other expense, net | (40) | (40) | (80) | (79) | ||
Reclassifications out of accumulated other comprehensive income (loss) | Defined benefit plans | ||||||
Reclassifications out of accumulated other comprehensive income (loss) to net earnings (loss) | ||||||
Income tax expense | 20 | (2) | 20 | (4) | ||
Total reclassifications during the period | $ (24) | $ 23 | $ (67) | $ 44 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Aug. 03, 2024 | Feb. 03, 2024 |
Accounts receivable | ||
Accounts receivable, gross | $ 338,997 | $ 321,945 |
Less allowances | 6,960 | 7,176 |
Accounts receivable, net | 332,037 | 314,769 |
Trade | ||
Accounts receivable | ||
Accounts receivable, gross | 312,720 | 305,900 |
Royalty | ||
Accounts receivable | ||
Accounts receivable, gross | 12,466 | 9,334 |
Other | ||
Accounts receivable | ||
Accounts receivable, gross | $ 13,811 | $ 6,711 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Aug. 03, 2024 | Feb. 03, 2024 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 7,113 | $ 1,488 |
Work in progress | 329 | 3 |
Finished goods | 595,821 | 464,806 |
Inventories | 603,263 | 466,297 |
Allowance to write down inventories to the lower of cost or net realizable value | $ 23,100 | $ 25,500 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Aug. 03, 2024 | Jul. 29, 2023 | Feb. 03, 2024 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate (as a percent) | 49.40% | 29.20% | |
Accrual for uncertain tax positions including penalties and interest | $ 65.8 | $ 63.4 | |
Accrual for estimated transition tax | 19.9 | 19.9 | |
Accrual for transfer of intellectual property rights | 20.6 | $ 20.6 | |
Undistributed earnings of foreign subsidiaries subject to repatriation | $ 64.2 |
Segment Information - Net Reven
Segment Information - Net Revenue and Earnings (Loss) from Operations (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2024 USD ($) | Jul. 29, 2023 USD ($) | Aug. 03, 2024 USD ($) segment | Jul. 29, 2023 USD ($) | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | segment | 5 | |||
Segment Reporting Information | ||||
Net revenue | $ 732,560 | $ 664,512 | $ 1,324,503 | $ 1,234,310 |
Earnings from operations | 47,776 | 64,600 | 27,888 | 63,678 |
Asset impairment charges | (2,277) | (2,622) | (3,418) | (4,556) |
Net gains on lease modifications | 0 | 2,431 | 0 | 2,431 |
Gain on sale of assets | 13,781 | 0 | 13,781 | 0 |
Operating Segments | ||||
Segment Reporting Information | ||||
Net revenue | 732,560 | 664,512 | 1,324,503 | 1,234,310 |
Earnings from operations | 81,979 | 99,337 | 115,695 | 136,861 |
Corporate overhead | ||||
Segment Reporting Information | ||||
Earnings from operations | (45,707) | (34,546) | (98,170) | (71,058) |
Reconciling items | ||||
Segment Reporting Information | ||||
Asset impairment charges | (2,277) | (2,622) | (3,418) | (4,556) |
Net gains on lease modifications | 0 | 2,431 | 0 | 2,431 |
Gain on sale of assets | 13,781 | 0 | 13,781 | 0 |
Europe | Operating Segments | ||||
Segment Reporting Information | ||||
Net revenue | 383,230 | 366,311 | 667,103 | 646,509 |
Earnings from operations | 37,394 | 47,196 | 36,955 | 48,789 |
Americas Retail | Operating Segments | ||||
Segment Reporting Information | ||||
Net revenue | 181,494 | 167,568 | 325,690 | 311,112 |
Earnings from operations | 2,693 | 15,261 | (7,698) | 11,974 |
Americas Wholesale | Operating Segments | ||||
Segment Reporting Information | ||||
Net revenue | 84,404 | 43,680 | 146,532 | 95,073 |
Earnings from operations | 15,980 | 11,065 | 30,107 | 24,158 |
Asia | Operating Segments | ||||
Segment Reporting Information | ||||
Net revenue | 54,332 | 58,937 | 127,088 | 129,712 |
Earnings from operations | (1,224) | (539) | 2,517 | 3,291 |
Licensing | Operating Segments | ||||
Segment Reporting Information | ||||
Net revenue | 29,100 | 28,016 | 58,090 | 51,904 |
Earnings from operations | $ 27,136 | $ 26,354 | $ 53,814 | $ 48,649 |
Segment Information - Net Rev_2
Segment Information - Net Revenue by Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2024 | Jul. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | |
Segment Reporting Information | ||||
Net revenue | $ 732,560 | $ 664,512 | $ 1,324,503 | $ 1,234,310 |
Product sales | ||||
Segment Reporting Information | ||||
Net revenue | 703,460 | 636,496 | 1,266,413 | 1,182,406 |
Product sales | U.S. | ||||
Segment Reporting Information | ||||
Net revenue | 200,987 | 145,181 | 343,839 | 279,133 |
Product sales | Italy | ||||
Segment Reporting Information | ||||
Net revenue | 78,179 | 81,290 | 135,721 | 141,660 |
Product sales | Germany | ||||
Segment Reporting Information | ||||
Net revenue | 52,061 | 47,960 | 85,289 | 80,324 |
Product sales | South Korea | ||||
Segment Reporting Information | ||||
Net revenue | 30,823 | 34,901 | 79,691 | 82,490 |
Product sales | Spain | ||||
Segment Reporting Information | ||||
Net revenue | 39,884 | 40,119 | 70,116 | 69,355 |
Product sales | Canada | ||||
Segment Reporting Information | ||||
Net revenue | 32,587 | 37,636 | 61,890 | 70,210 |
Product sales | Mexico | ||||
Segment Reporting Information | ||||
Net revenue | 30,044 | 23,756 | 60,249 | 47,552 |
Product sales | Other countries | ||||
Segment Reporting Information | ||||
Net revenue | 238,895 | 225,653 | 429,618 | 411,682 |
Net royalties | ||||
Segment Reporting Information | ||||
Net revenue | $ 29,100 | $ 28,016 | $ 58,090 | $ 51,904 |
Borrowings and Finance Lease _3
Borrowings and Finance Lease Obligations - Schedule of Borrowings and Finance Lease Obligations (Details) - USD ($) $ in Thousands | Aug. 03, 2024 | Feb. 03, 2024 |
Debt Instrument [Line Items] | ||
Term loans | $ 7,390 | $ 12,060 |
Finance lease obligations | 12,727 | 15,430 |
Mortgage debt | 0 | 16,435 |
Borrowings under credit facilities | 206,147 | 21,653 |
Other | 2,922 | 3,413 |
Less current installments | 41,348 | 40,781 |
Long-term debt and finance lease obligations | 187,838 | 28,210 |
Long-term debt and finance lease liabilities, excluding convertible senior notes | ||
Debt Instrument [Line Items] | ||
Total debt and finance lease obligations | 229,186 | 68,991 |
Less current installments | 41,348 | 40,781 |
Long-term debt and finance lease obligations | $ 187,838 | $ 28,210 |
Borrowings and Finance Lease _4
Borrowings and Finance Lease Obligations - Term Loans, Finance Lease Obligations and Mortgage Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Aug. 03, 2024 | Aug. 03, 2024 | Jan. 28, 2017 | Feb. 03, 2024 | May 01, 2023 | |
Debt Instrument [Line Items] | |||||
Term loans | $ 7,390 | $ 7,390 | $ 12,060 | ||
Finance lease obligations | 12,727 | 12,727 | 15,430 | ||
Mortgage debt | 0 | 0 | 16,435 | ||
Interest rate swap | Cash flow hedges | Derivatives designated as hedging instruments | |||||
Debt Instrument [Line Items] | |||||
Fixed rate of interest rate swap derivative (as a percent) | 3.14% | ||||
Computer hardware and software and other equipment | |||||
Debt Instrument [Line Items] | |||||
Finance lease obligations | 6,200 | 6,200 | 7,300 | ||
Europe | Equipment | |||||
Debt Instrument [Line Items] | |||||
Finance lease obligations | 6,500 | $ 6,500 | 8,100 | ||
Europe | Term Loans | |||||
Debt Instrument [Line Items] | |||||
Debt maturity period (in years) | 1 year | ||||
Term loans | $ 7,400 | $ 7,400 | $ 12,100 | ||
Europe | Term Loans | Minimum | |||||
Debt Instrument [Line Items] | |||||
Interest rate (as a percent) | 1.50% | 1.50% | |||
Europe | Term Loans | Maximum | |||||
Debt Instrument [Line Items] | |||||
Interest rate (as a percent) | 6.50% | 6.50% | |||
Europe | Finance lease | Equipment | |||||
Debt Instrument [Line Items] | |||||
Effective interest rate on finance lease obligations | 6% | 6% | |||
U.S. | Mortgage debt | Building | |||||
Debt Instrument [Line Items] | |||||
Debt maturity period (in years) | 10 years | ||||
Mortgage debt | $ 21,500 | ||||
Repayments of mortgage debt | $ 16,300 |
Borrowings and Finance Lease _5
Borrowings and Finance Lease Obligations - Credit Facilities (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Mar. 28, 2024 USD ($) | Aug. 03, 2024 EUR (€) | Aug. 03, 2024 USD ($) | Jan. 28, 2023 EUR (€) | Aug. 03, 2024 EUR (€) | Aug. 03, 2024 JPY (¥) | May 04, 2024 EUR (€) | Mar. 27, 2024 USD ($) | Feb. 03, 2024 USD ($) | |
Line of Credit Facility [Line Items] | |||||||||
Borrowings under credit facilities | $ 206,147,000 | $ 21,653,000 | |||||||
China | Foreign line of credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 30,000,000 | ||||||||
Borrowings under credit facilities | 23,000,000 | 17,900,000 | |||||||
Japan | Foreign line of credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 6,800,000 | ¥ 1,000,000,000 | |||||||
Borrowings under credit facilities | 3,100,000 | 3,700,000 | |||||||
2023 Credit Facility | Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Borrowings under credit facilities | 0 | 0 | |||||||
Revolving Credit Facility | 2023 Credit Facility | Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 200,000,000 | $ 150,000,000 | |||||||
Increase to maximum borrowing capacity | $ 50,000,000 | ||||||||
Current borrowing capacity | 176,200,000 | ||||||||
Maximum increase to capacity | $ 100,000,000 | ||||||||
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% | ||||||||
Availability threshold percent for fixed charge coverage ratio requirement | 10% | 10% | 10% | ||||||
Availability threshold amount for fixed charge coverage ratio requirement | $ 12,500,000 | ||||||||
Revolving Credit Facility | 2022 Credit Facility | Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Borrowings under credit facilities | 0 | ||||||||
Remaining borrowing capacity | 269,700,000 | ||||||||
Revolving Credit Facility | 2022 Credit Facility | Credit Facility | Guess Europe SAGL | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | € | € 250,000,000 | € 250,000,000 | |||||||
Debt maturity period (in years) | 5 years | ||||||||
Revolving Credit Facility | 2024 Credit Facility | Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Borrowings under credit facilities | 180,000,000 | ||||||||
Remaining borrowing capacity | 201,900,000 | ||||||||
Revolving Credit Facility | 2024 Credit Facility | Credit Facility | Guess Europe SAGL | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | € | € 350,000,000 | ||||||||
Increase to maximum borrowing capacity | € | € 100,000,000 | ||||||||
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% | ||||||||
Commitment fee multiplier percentage on unused capacity | 35% | ||||||||
Revolving Credit Facility | 2024 Credit Facility | Credit Facility | EURIBOR | Guess Europe SAGL | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Minimum interest rate | 0% | ||||||||
Revolving Credit Facility | 2024 Credit Facility | Credit Facility | Minimum | Guess Europe SAGL | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Commitment fee margin on unused capacity (as a percent) | 1.10% | ||||||||
Utilization fee percentage | 0.10% | ||||||||
Revolving Credit Facility | 2024 Credit Facility | Credit Facility | Minimum | EURIBOR | Guess Europe SAGL | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate margin (as a percent) | 1.10% | ||||||||
Revolving Credit Facility | 2024 Credit Facility | Credit Facility | Maximum | Guess Europe SAGL | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Commitment fee margin on unused capacity (as a percent) | 1.45% | ||||||||
Utilization fee percentage | 0.20% | ||||||||
Revolving Credit Facility | 2024 Credit Facility | Credit Facility | Maximum | EURIBOR | Guess Europe SAGL | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate margin (as a percent) | 1.45% | ||||||||
Foreign line of credit | 2023 Credit Facility | Credit Facility | Canada | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 20,000,000 | ||||||||
Foreign line of credit | 2023 Credit Facility | Credit Facility | Canada | Prime rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Minimum interest rate | 0% | ||||||||
Foreign line of credit | 2023 Credit Facility | Credit Facility | Canada | CORRA | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Minimum interest rate | 0% | ||||||||
Interest rate margin added to base rate | 1% | ||||||||
Foreign line of credit | 2023 Credit Facility | Credit Facility | Canada | Minimum | Prime rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate margin (as a percent) | 0.25% | ||||||||
Foreign line of credit | 2023 Credit Facility | Credit Facility | Canada | Minimum | CORRA | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate margin (as a percent) | 1.25% | ||||||||
Foreign line of credit | 2023 Credit Facility | Credit Facility | Canada | Maximum | Prime rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate margin (as a percent) | 0.75% | ||||||||
Foreign line of credit | 2023 Credit Facility | Credit Facility | Canada | Maximum | CORRA | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate margin (as a percent) | 1.75% | ||||||||
Standby letters of credit | 2023 Credit Facility | Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Letters of credit outstanding | $ 8,200,000 | 6,600,000 | |||||||
Documentary letters of credit | 2023 Credit Facility | Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Letters of credit outstanding | $ 0 | $ 0 | |||||||
U.S. line of credit | 2023 Credit Facility | Credit Facility | Base rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Minimum interest rate | 0% | ||||||||
U.S. line of credit | 2023 Credit Facility | Credit Facility | SOFR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Minimum interest rate | 0% | ||||||||
Interest rate margin added to base rate | 1% | ||||||||
U.S. line of credit | 2023 Credit Facility | Credit Facility | Federal Funds Rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate margin added to base rate | 0.50% | ||||||||
U.S. line of credit | 2023 Credit Facility | Credit Facility | Minimum | Base rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate margin (as a percent) | 0.25% | ||||||||
U.S. line of credit | 2023 Credit Facility | Credit Facility | Minimum | SOFR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate margin (as a percent) | 1.25% | ||||||||
U.S. line of credit | 2023 Credit Facility | Credit Facility | Maximum | Base rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate margin (as a percent) | 0.75% | ||||||||
U.S. line of credit | 2023 Credit Facility | Credit Facility | Maximum | SOFR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate margin (as a percent) | 1.75% |
Convertible Senior Notes and _3
Convertible Senior Notes and Related Transactions - Exchange and Subscription Agreements, Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Apr. 30, 2024 USD ($) shares | Mar. 31, 2024 USD ($) $ / shares | Jan. 31, 2024 USD ($) | Apr. 29, 2023 USD ($) $ / shares | Apr. 30, 2019 USD ($) $ / shares | Aug. 03, 2024 USD ($) $ / shares | May 04, 2024 USD ($) shares | Feb. 03, 2024 USD ($) | Jul. 29, 2023 USD ($) | Apr. 29, 2023 USD ($) $ / shares | Aug. 03, 2024 USD ($) $ / shares | Jul. 29, 2023 USD ($) | Feb. 03, 2024 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||
Repayment of convertible senior notes | $ 33,292,000 | $ 0 | |||||||||||
Proceeds from issuance of convertible senior notes | 0 | 80,324,000 | |||||||||||
Share repurchases | $ 50,511,000 | $ 10,279,000 | $ 42,821,000 | ||||||||||
Loss on extinguishment of debt | 0 | $ 0 | 1,952,000 | 7,696,000 | |||||||||
Fair value of embedded derivative | 18,900,000 | 18,900,000 | |||||||||||
Common Stock | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Share repurchases | 23,000 | $ 3,000 | 22,000 | ||||||||||
Settlement of convertible senior notes (in shares) | shares | 122,313 | 122,313 | |||||||||||
Exercise of convertible notes hedges (in shares) | shares | (90,729) | ||||||||||||
Treasury Stock | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Share repurchases | 50,511,000 | $ 10,279,000 | 42,821,000 | ||||||||||
Settlement of convertible senior notes (in shares) | shares | (122,313) | ||||||||||||
Exercise of convertible notes hedges (in shares) | shares | 90,729 | 90,729 | |||||||||||
Share Repurchase Program | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Share repurchases | $ 10,300,000 | $ 21,300,000 | $ 42,800,000 | $ 50,500,000 | $ 60,800,000 | $ 42,800,000 | |||||||
2028 Notes | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate (as a percent) | 3.75% | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 22.31 | $ 22.31 | |||||||||||
Dividend threshold for conversion rate and conversion price adjustment (in dollars per share) | $ / shares | $ 0.225 | ||||||||||||
Percentage of principal and interest 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% | ||||||||||||
Initial 2028 Notes | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | $ 275,000,000 | $ 275,000,000 | |||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | |||||||||||
Convertible senior notes issued upon exchange | $ 163,000,000 | ||||||||||||
Proceeds from issuance of convertible senior notes | $ 112,000,000 | ||||||||||||
Principal amount outstanding | $ 275,000,000 | $ 275,000,000 | $ 275,000,000 | $ 275,000,000 | |||||||||
Conversion ratio | 0.0404858 | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 24.70 | $ 24.70 | |||||||||||
Debt issuance costs incurred | 5,900,000 | ||||||||||||
Additional 2028 Notes | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal amount outstanding | 76,947,000 | 64,826,000 | 76,947,000 | 64,826,000 | |||||||||
Fair value of embedded derivative | 18,900,000 | 16,390,000 | 18,900,000 | 16,390,000 | |||||||||
Debt discount | $ 11,800,000 | ||||||||||||
January Additional 2028 Notes | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate (as a percent) | 3.75% | ||||||||||||
Convertible senior notes issued upon exchange | $ 64,800,000 | ||||||||||||
Fair value of debt | 71,900,000 | ||||||||||||
Debt issuance costs incurred | 2,000,000 | ||||||||||||
March Additional 2028 Notes | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate (as a percent) | 3.75% | ||||||||||||
Convertible senior notes issued upon exchange | $ 12,100,000 | ||||||||||||
Fair value of debt | 16,700,000 | ||||||||||||
Debt issuance costs incurred | $ 900,000 | ||||||||||||
2024 Notes | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount | $ 300,000,000 | ||||||||||||
Interest rate (as a percent) | 2% | ||||||||||||
Original convertible senior notes exchanged | 14,600,000 | 67,100,000 | $ 184,900,000 | ||||||||||
Repayment of convertible senior notes | $ 33,300,000 | 33,300,000 | |||||||||||
Principal amount outstanding | $ 33,500,000 | $ 48,100,000 | $ 115,100,000 | $ 0 | 48,078,000 | $ 115,100,000 | $ 0 | 48,078,000 | |||||
Percentage of exchanged notes accounted for as an extinguishment of debt | 74% | 74% | |||||||||||
Percentage of exchanged notes accounted for as a modification of debt | 26% | 26% | |||||||||||
Loss on extinguishment of debt | $ 2,000,000 | $ 4,700,000 | $ 7,700,000 | ||||||||||
Conversion ratio | 0.0387879 | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 25.78 | ||||||||||||
Dividend threshold for conversion rate and conversion price adjustment (in dollars per share) | $ / shares | $ 0.1125 | ||||||||||||
Debt issuance costs expensed | $ 500,000 | ||||||||||||
Debt issuance costs capitalized | $ 5,300,000 | ||||||||||||
Debt settled | $ 33,500,000 | ||||||||||||
2024 Notes | Senior Notes | Initial Purchasers | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt issuance costs capitalized | 3,800,000 | ||||||||||||
2024 Notes | Senior Notes | Third Party Offerers | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt issuance costs capitalized | $ 1,500,000 |
Convertible Senior Notes and _4
Convertible Senior Notes and Related Transactions - Components of Convertible Notes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Aug. 03, 2024 | Jul. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | Mar. 31, 2024 | Feb. 03, 2024 | Jan. 31, 2024 | Apr. 29, 2023 | |
Debt Instrument [Line Items] | ||||||||
Embedded derivative | $ 18,900,000 | $ 18,900,000 | ||||||
Senior Notes | 2024 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal | 0 | 0 | $ 33,500,000 | $ 48,078,000 | $ 48,100,000 | $ 115,100,000 | ||
Unamortized debt issuance costs | 0 | 0 | (30,000) | |||||
Net carrying amount | 0 | 0 | 48,048,000 | |||||
Senior Notes | 2024 Notes | Level 2 | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value of debt | 0 | 0 | 49,182,000 | |||||
Senior Notes | Initial and Additional 2028 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Net carrying amount | 350,546,000 | 350,546,000 | 336,717,000 | |||||
Senior Notes | Initial 2028 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal | 275,000,000 | 275,000,000 | 275,000,000 | |||||
Unamortized debt discount and issuance costs | (7,162,000) | (7,162,000) | (8,034,000) | |||||
Net carrying amount | $ 267,838,000 | $ 267,838,000 | 266,966,000 | |||||
Discount amortization period | 5 years | |||||||
Effective interest rate | 4.50% | 4.50% | 4.50% | 4.50% | ||||
Senior Notes | Initial 2028 Notes | Level 2 | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value of debt | $ 312,341,000 | $ 312,341,000 | 295,550,000 | |||||
Senior Notes | Additional 2028 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal | 76,947,000 | 76,947,000 | 64,826,000 | |||||
Unamortized debt discount and issuance costs | (13,139,000) | (13,139,000) | (11,465,000) | |||||
Embedded derivative | 18,900,000 | 18,900,000 | 16,390,000 | |||||
Net carrying amount | $ 82,708,000 | $ 82,708,000 | 69,751,000 | |||||
Effective interest rate | 9.30% | 9.30% | ||||||
Senior Notes | Additional 2028 Notes | Level 2 | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value of debt | $ 95,160,000 | $ 95,160,000 | $ 60,099,000 |
Convertible Senior Notes and _5
Convertible Senior Notes and Related Transactions - Components of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2024 | Jul. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | |
Debt Instrument [Line Items] | ||||
Amortization of debt discount and issuance costs | $ 2,668 | $ 989 | ||
Senior Notes | 2024 Notes | ||||
Debt Instrument [Line Items] | ||||
Coupon interest | $ 0 | $ 576 | 334 | 1,922 |
Amortization of debt discount and issuance costs | 0 | 86 | 28 | 284 |
Total | 0 | 662 | 362 | 2,206 |
Senior Notes | Initial 2028 Notes | ||||
Debt Instrument [Line Items] | ||||
Coupon interest | 2,578 | 2,578 | 5,156 | 2,979 |
Amortization of debt discount and issuance costs | 436 | 417 | 872 | 479 |
Total | 3,014 | 2,995 | 6,028 | 3,458 |
Senior Notes | Additional 2028 Notes | ||||
Debt Instrument [Line Items] | ||||
Coupon interest | 721 | 0 | 1,367 | 0 |
Amortization of debt discount and issuance costs | 775 | 0 | 1,437 | 0 |
Total | $ 1,496 | $ 0 | $ 2,804 | $ 0 |
Convertible Senior Notes and _6
Convertible Senior Notes and Related Transactions - Convertible Bond Hedge and Warrant Transactions, Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2024 | Jan. 31, 2024 | Apr. 29, 2023 | Aug. 03, 2024 | Aug. 03, 2024 | Jul. 29, 2023 | |
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of warrant | $ 3,665 | $ 20,158 | ||||
Proceeds from termination of convertible senior note hedge | 1,347 | 7,235 | ||||
Payments for terminated warrants | 548 | 1,024 | ||||
Amount paid to purchase bond hedge | 6,538 | $ 51,838 | ||||
2028 Bond Hedge | ||||||
Debt Instrument [Line Items] | ||||||
Derivative assets | $ 84,700 | $ 86,400 | $ 86,400 | |||
Additional 2028 Bond Hedge | ||||||
Debt Instrument [Line Items] | ||||||
Derivative assets | 16,200 | |||||
Initial 2028 Bond Hedge | ||||||
Debt Instrument [Line Items] | ||||||
Derivative assets | 68,500 | |||||
2028 Notes | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Strike price of warrants (in dollars per share) | $ 37.76 | $ 37.76 | ||||
Initial 2028 Notes | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Option to purchase, number of shares (in shares) | 11,100,000 | |||||
Strike price (in dollars per share) | $ 24.70 | $ 22.31 | ||||
Convertible note hedge cost | $ 51,800 | |||||
Warrant holders option to purchase common stock (in shares) | 11,100,000 | |||||
Strike price of warrants (in dollars per share) | $ 41.80 | $ 41.64 | ||||
Proceeds from issuance of warrant | $ 20,200 | |||||
Dividend threshold for strike price adjustment (in dollars per share) | $ 0.225 | |||||
Increase in additional paid-In capital due to reclassification of bond hedge | 68,500 | |||||
January Additional 2028 Notes | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of warrant | 5,800 | |||||
Amount paid to purchase bond hedge | 16,200 | |||||
March Additional 2028 Notes | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of warrant | $ 3,700 | |||||
Amount paid to purchase bond hedge | $ 6,500 | |||||
2024 Notes | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Option to purchase, number of shares (in shares) | 1,300,000 | 4,600,000 | 0 | |||
Strike price (in dollars per share) | $ 24.92 | |||||
Warrant holders option to purchase common stock (in shares) | 1,300,000 | 4,600,000 | 1,300,000 | 1,300,000 | ||
Strike price of warrants (in dollars per share) | $ 45.31 | $ 41.08 | $ 41.08 | $ 44.87 | ||
Dividend threshold for strike price adjustment (in dollars per share) | $ 0.1125 | |||||
Original convertible senior notes exchanged | $ 14,600 | 67,100 | $ 184,900 | |||
Proceeds from termination of convertible senior note hedge | 1,300 | 1,900 | 7,200 | |||
Payments for terminated warrants | 500 | 100 | 1,000 | |||
Increase to additional paid-in-capital related to termination of convertible note hedge transactions and warrants | $ 800 | $ 1,800 | $ 6,200 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2024 | Jul. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 4,315 | $ 5,455 | $ 9,006 | $ 10,075 |
Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 8 | 45 | 99 | 94 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 0 | 207 | 0 | 713 |
Stock awards/units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 4,307 | $ 5,203 | $ 8,907 | $ 9,268 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | 6 Months Ended | |||
May 31, 2024 | Mar. 29, 2024 | Aug. 03, 2024 | May 30, 2024 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost related to nonvested stock options | $ 0 | |||
Weighted average period for recognition of unrecognized compensation cost | 1 year 8 months 12 days | |||
Equity Incentive Plan 2004 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of additional shares authorized (in shares) | 3,890,000 | |||
Authorized number of shares (in shares) | 33,670,000 | 29,780,000 | ||
Stock awards/units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost related to nonvested stock awards/units | $ 31,700,000 | |||
Awards granted (in shares) | 375,800 | |||
Performance-based units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards granted (in shares) | 0 | |||
Performance-based units | Vesting, Tranche one | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 1 year | |||
Performance-based units | Minimum | Vesting, Tranches after initial vesting period | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 2 years | |||
Performance-based units | Maximum | Vesting, Tranches after initial vesting period | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Market-based units | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Target vesting percentage | 0% | |||
Market-based units | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Target vesting percentage | 150% | |||
Market Based Shares - TSR | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Market Based Shares - Stock Price Levels | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 4 years |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Equity Instrument Activity (Details) | 6 Months Ended |
Aug. 03, 2024 $ / shares shares | |
Performance-based units | |
Number of Units | |
Balance at beginning of period (in shares) | 376,916 |
Granted (in shares) | 0 |
Vested (in shares) | (112,590) |
Forfeited (in shares) | 0 |
Balance at end of period (in shares) | 264,326 |
Weighted Average Grant Date Fair Value | |
Balance at beginning of period (in dollars per share) | $ / shares | $ 18.36 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 18.14 |
Forfeited (in dollars per share) | $ / shares | 0 |
Balance at end of period (in dollars per share) | $ / shares | $ 18.45 |
Market-based units | |
Number of Units | |
Balance at beginning of period (in shares) | 722,780 |
Granted (in shares) | 43,150 |
Vested (in shares) | (172,601) |
Forfeited (in shares) | 0 |
Balance at end of period (in shares) | 593,329 |
Weighted Average Grant Date Fair Value | |
Balance at beginning of period (in dollars per share) | $ / shares | $ 19.55 |
Granted (in dollars per share) | $ / shares | 17.77 |
Vested (in dollars per share) | $ / shares | 17.77 |
Forfeited (in dollars per share) | $ / shares | 0 |
Balance at end of period (in dollars per share) | $ / shares | $ 19.94 |
Market-based units | Fiscal 2025 | |
Number of Units | |
Vested (in shares) | (43,150) |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Dec. 01, 2023 | Aug. 31, 2023 USD ($) | Aug. 31, 2023 CAD ($) | May 31, 2023 | Apr. 29, 2023 USD ($) | Jun. 30, 2022 | May 31, 2022 | Aug. 03, 2024 USD ($) lease | Jul. 29, 2023 USD ($) | Aug. 03, 2024 USD ($) lease | Jul. 29, 2023 USD ($) | Jan. 30, 2021 USD ($) | Feb. 03, 2024 USD ($) | Oct. 31, 2023 | |
Related Party Transaction [Line Items] | ||||||||||||||
Lease costs | $ 89,358 | $ 76,798 | $ 175,225 | $ 158,069 | ||||||||||
Revenue | $ 732,560 | $ 664,512 | $ 1,324,503 | 1,234,310 | ||||||||||
Marciano Entities | Privately-Held Men's Footwear Company | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Equity method ownership percentage | 45% | 45% | ||||||||||||
Marciano Entities | Privately-Held Fashion Accessories Company | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Equity method ownership percentage | 16% | 16% | ||||||||||||
Marciano Entities | Beverage Company | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Equity method ownership percentage | 15% | 15% | ||||||||||||
Maurice Marciano | Privately-Held Men's Footwear Company | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Equity method ownership percentage | 22.50% | 22.50% | ||||||||||||
Maurice Marciano | Privately-Held Fashion Accessories Company | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Equity method ownership percentage | 8% | 8% | ||||||||||||
Maurice Marciano | Beverage Company | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Equity method ownership percentage | 7.50% | 7.50% | ||||||||||||
Paul Marciano | Privately-Held Men's Footwear Company | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Equity method ownership percentage | 22.50% | 22.50% | ||||||||||||
Paul Marciano | Privately-Held Fashion Accessories Company | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Equity method ownership percentage | 8% | 8% | ||||||||||||
Paul Marciano | Beverage Company | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Equity method ownership percentage | 7.50% | 7.50% | ||||||||||||
Carlos Alberini | Privately-Held Fashion Accessories Company | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Equity method ownership percentage | 4% | 4% | ||||||||||||
Nicolai Marciano | Beverage Company | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Equity method ownership percentage | 1.40% | 1.40% | ||||||||||||
Aircraft | Marciano Entities | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Property, plant and equipment ownership percentage | 100% | 100% | ||||||||||||
Aircraft | Maurice Marciano | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Property, plant and equipment ownership percentage | 50% | 50% | ||||||||||||
Aircraft | Paul Marciano | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Property, plant and equipment ownership percentage | 50% | 50% | ||||||||||||
California | Building | Marciano Entities | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Property, plant and equipment ownership percentage | 100% | 100% | ||||||||||||
California | Building | Maurice Marciano | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Property, plant and equipment ownership percentage | 56.30% | 56.30% | ||||||||||||
California | Building | Paul Marciano | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Property, plant and equipment ownership percentage | 43.70% | 43.70% | ||||||||||||
Canada | Building | Marciano Entities | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Property, plant and equipment ownership percentage | 100% | 100% | ||||||||||||
Canada | Building | Maurice Marciano | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Property, plant and equipment ownership percentage | 50% | 50% | ||||||||||||
Canada | Building | Paul Marciano | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Property, plant and equipment ownership percentage | 50% | 50% | ||||||||||||
France | Building | Marciano Entities | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Property, plant and equipment ownership percentage | 66.70% | 66.70% | ||||||||||||
France | Building | Maurice Marciano | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Property, plant and equipment ownership percentage | 33.30% | 33.30% | ||||||||||||
France | Building | Paul Marciano | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Property, plant and equipment ownership percentage | 33.30% | 33.30% | ||||||||||||
Marciano Entities | Fees incurred for aircraft charter | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Payments under related party transaction | $ 1,400 | 2,000 | ||||||||||||
Marciano Entities | Related Parties | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of leases under related party lease agreements | lease | 4 | 4 | ||||||||||||
Marciano Entities | Related Parties | Privately-Held Men's Footwear Company | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Equity method ownership percentage | 30% | 30% | ||||||||||||
Marciano Entities | Related Parties | Co-branding Collaboration Arrangement | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Fee per the agreement | $ 100 | |||||||||||||
Marciano Entities | Related Parties | California | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of leases under related party lease agreements | lease | 2 | 2 | ||||||||||||
Marciano Entities | Related Parties | California | Related party leases | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Lease costs | $ 3,800 | 3,700 | ||||||||||||
Marciano Entities | Related Parties | Canada | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Extension (in years) | 3 years | 3 years | ||||||||||||
Base rent per year | $ 400 | $ 0.6 | ||||||||||||
Marciano Entities | Related Parties | Canada | Related party leases | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Lease costs | 200 | 200 | ||||||||||||
Marciano Entities | Related Parties | France | Related party leases | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Lease costs | 600 | 600 | ||||||||||||
Maurice Marciano | Fees incurred for aircraft charter | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Payments under related party transaction | 600 | 700 | ||||||||||||
Maurice Marciano | Privately-Held Fashion Accessories Company, Vendor purchases | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Payments under related party transaction | 33 | 32 | ||||||||||||
Maurice Marciano | Related Parties | California | Related party leases | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Lease costs | 2,100 | 2,100 | ||||||||||||
Maurice Marciano | Related Parties | Canada | Related party leases | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Lease costs | 100 | 100 | ||||||||||||
Maurice Marciano | Related Parties | France | Related party leases | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Lease costs | 200 | 200 | ||||||||||||
Paul Marciano | Fees incurred for aircraft charter | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Payments under related party transaction | 600 | 700 | ||||||||||||
Paul Marciano | Privately-Held Fashion Accessories Company, Vendor purchases | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Payments under related party transaction | 33 | 32 | ||||||||||||
Paul Marciano | Related Parties | California | Related party leases | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Lease costs | 1,700 | 1,600 | ||||||||||||
Paul Marciano | Related Parties | Canada | Related party leases | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Lease costs | 100 | 100 | ||||||||||||
Paul Marciano | Related Parties | France | Related party leases | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Lease costs | 200 | 200 | ||||||||||||
Marciano Entities, Privately-Held Men's Footwear Company | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Interest rate for line of credit provided (in percent) | 2.75% | |||||||||||||
Marciano Entities, Privately-Held Men's Footwear Company | Fulfillment Services Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Cost-plus percentage | 5% | |||||||||||||
Marciano Entities, Privately-Held Men's Footwear Company | Distributorship Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Discount percentage | 22% | 35% | ||||||||||||
Agreement term | 15 months | |||||||||||||
Annual advertising commitment percentage | 2% | |||||||||||||
Marciano Entities, Privately-Held Men's Footwear Company | Distributorship Agreement, Fees paid | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Payments under related party transaction | 314 | 5 | ||||||||||||
Marciano Entities, Privately-Held Men's Footwear Company | Related Parties | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Line of credit provided | $ 2,000 | |||||||||||||
Line of credit extension term | 3 years | |||||||||||||
Note receivable | $ 700 | 700 | $ 600 | |||||||||||
Marciano Entities, Privately-Held Men's Footwear Company | Related Parties | Credit Facility | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Interest rate margin (as a percent) | 1.75% | |||||||||||||
Marciano Entities, Privately-Held Men's Footwear Company | Related Parties | Related party leases | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Revenue | 4 | 9 | ||||||||||||
Marciano Entities, Privately-Held Men's Footwear Company | Related Parties | Fulfillment Services Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Revenue | 1 | 7 | ||||||||||||
Privately-Held Fashion Accessories Company | Privately-Held Fashion Accessories Company, Vendor purchases | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Payments under related party transaction | 400 | 400 | ||||||||||||
Carlos Alberini | Privately-Held Fashion Accessories Company, Vendor purchases | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Payments under related party transaction | $ 17 | $ 16 |
Commitments and Contingencies -
Commitments and Contingencies - Investment Commitments (Details) - Aug. 03, 2024 € in Millions, $ in Millions | EUR (€) | USD ($) |
Fair Value Measured at Net Asset Value Per Share | ||
Investment commitments | ||
Unfunded commitment to invest in private equity fund | € 3.7 | $ 4 |
Commitments and Contingencies_2
Commitments and Contingencies - Legal and Other Proceedings (Details) € in Millions, $ in Millions | 6 Months Ended | |||
Aug. 03, 2024 EUR (€) subsidiary | Aug. 03, 2024 USD ($) subsidiary | Aug. 03, 2024 USD ($) | Jan. 04, 2024 USD ($) consultant director | |
Settled litigation | Employee Retirement System of Rhode Island | ||||
Loss Contingencies [Line Items] | ||||
Number of new independent directors to be appointed to the Board | director | 2 | |||
Number of new independent directors to be appointed to the Board that will be selected by ERSRI | director | 1 | |||
Number of consultants to be on DEI Council | consultant | 2 | |||
Number of consultants to be on DEI Council and selected by ERSRI | consultant | 1 | |||
Settled litigation | Employee Retirement System of Rhode Island | Settlement Pursuant to Terms of Stipulation | ||||
Loss Contingencies [Line Items] | ||||
Gain contingency recognized | $ | $ 22 | |||
Settled litigation | Employee Retirement System of Rhode Island | Recovery from the Insurers Involved in Pending Litigation | ||||
Loss Contingencies [Line Items] | ||||
Gain contingency not yet recorded | $ | $ 8 | |||
Italy | Pending litigation | Customs tax audit and appeals | Europe | ||||
Loss Contingencies [Line Items] | ||||
Number of subsidiaries under audit by the Italian Customs Agency | subsidiary | 1 | 1 | ||
Customs tax assessments including potential penalties and interest | € 9.8 | $ 10.7 | ||
Appealed customs tax assessments | 9.7 | $ 10.6 | ||
Italy | Pending litigation | Customs tax audit and appeals | Europe | Appeals Court | ||||
Loss Contingencies [Line Items] | ||||
Amount with appealed ruling in favor of the Company | 8.5 | 9.3 | ||
Monetary damages awarded by court to the plaintiff | 1.2 | 1.3 | ||
Italy | Pending litigation | Customs tax audit and appeals | Europe | Italian Supreme Court | ||||
Loss Contingencies [Line Items] | ||||
Amount being reconsidered in lower court | 0.2 | 0.2 | ||
Italy | Settled litigation | Customs tax audit and appeals | Europe | Italian Supreme Court | ||||
Loss Contingencies [Line Items] | ||||
Amount with appealed ruling in favor of the Company | € 1.5 | $ 1.6 |
Commitments and Contingencies_3
Commitments and Contingencies - Redeemable Noncontrolling Interests (Details) $ in Thousands | 1 Months Ended | ||||||||
May 31, 2023 EUR (€) | Aug. 03, 2024 USD ($) | Aug. 03, 2024 EUR (€) | Feb. 03, 2024 USD ($) | Feb. 03, 2024 EUR (€) | Jul. 29, 2023 USD ($) | Apr. 30, 2023 | Jan. 28, 2023 USD ($) | Jan. 28, 2023 EUR (€) | |
Loss Contingencies [Line Items] | |||||||||
Redeemable noncontrolling interests | $ | $ 385 | $ 522 | $ 573 | $ 9,154 | |||||
Guess Brazil | |||||||||
Loss Contingencies [Line Items] | |||||||||
Ownership percentage | 40% | 40% | |||||||
Redeemable noncontrolling interests | $ | $ 400 | $ 500 | |||||||
Guess CIS | |||||||||
Loss Contingencies [Line Items] | |||||||||
Ownership percentage | 30% | ||||||||
Redeemable noncontrolling interests | € | € 0 | € 0 | € 8,000,000 | ||||||
Payment to acquire noncontrolling interest | € | € 8,000,000 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Reconciliation of Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Aug. 03, 2024 | Jul. 29, 2023 | |
Redeemable Noncontrolling Interest [Roll Forward] | ||
Beginning balance | $ 522 | $ 9,154 |
Foreign currency translation adjustment | (137) | 0 |
Purchase of redeemable noncontrolling interest | 0 | (8,581) |
Ending balance | $ 385 | $ 573 |
Defined Benefit Plans - Narrati
Defined Benefit Plans - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Aug. 03, 2024 | Jul. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | Feb. 03, 2024 | |
SERP | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Projected benefit obligation | $ 37.7 | $ 37.7 | $ 37.7 | ||
SERP benefit payments | 0.5 | $ 0.5 | 1 | $ 1 | |
SERP | Other income (expense) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Unrealized gains as a result of changes in value of the insurance policy investments, included in other expense | 2.5 | $ 0 | 2.2 | $ 0 | |
Foreign Pension Plans | Foreign Plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Projected benefit obligation | 59.6 | 59.6 | 56.3 | ||
Plan assets at fair value | 52.2 | 52.2 | 49.4 | ||
Net liability | 7.4 | 7.4 | 6.8 | ||
Other assets | SERP | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Cash surrender values of the insurance policies held in a rabbi trust | $ 64.7 | $ 64.7 | $ 63.4 |
Defined Benefit Plans - Schedul
Defined Benefit Plans - Schedule of Components of Net Periodic Defined Pension Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2024 | Jul. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 1,053 | $ 935 | $ 2,112 | $ 1,848 |
Interest cost | 682 | 695 | 1,364 | 1,384 |
Expected return on plan assets | (214) | (203) | (429) | (402) |
Net amortization of unrecognized prior service credit | (40) | (40) | (80) | (79) |
Net amortization of actuarial (gains) losses | (4) | 65 | (7) | 127 |
Net periodic defined benefit pension cost | 1,477 | 1,452 | 2,960 | 2,878 |
SERP | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0 | 0 | 0 | 0 |
Interest cost | 442 | 466 | 883 | 931 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Net amortization of unrecognized prior service credit | 0 | 0 | 0 | 0 |
Net amortization of actuarial (gains) losses | (44) | 0 | (87) | 0 |
Net periodic defined benefit pension cost | 398 | 466 | 796 | 931 |
Foreign Pension Plans | Foreign Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 1,053 | 935 | 2,112 | 1,848 |
Interest cost | 240 | 229 | 481 | 453 |
Expected return on plan assets | (214) | (203) | (429) | (402) |
Net amortization of unrecognized prior service credit | (40) | (40) | (80) | (79) |
Net amortization of actuarial (gains) losses | 40 | 65 | 80 | 127 |
Net periodic defined benefit pension cost | $ 1,079 | $ 986 | $ 2,164 | $ 1,947 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Hierarchy for Assets and Liabilities (Details) - USD ($) $ in Thousands | Aug. 03, 2024 | Feb. 03, 2024 | Jan. 31, 2024 |
Assets and liabilities measured at fair value on a recurring basis | |||
Assets: | |||
Total assets | $ 87,436 | $ 88,993 | |
Liabilities: | |||
Deferred compensation obligations | 18,580 | 17,164 | |
Total liabilities | 38,495 | 35,256 | |
Level 1 | Assets and liabilities measured at fair value on a recurring basis | |||
Assets: | |||
Total assets | 0 | 0 | |
Liabilities: | |||
Deferred compensation obligations | 0 | 0 | |
Total liabilities | 0 | 0 | |
Level 2 | Assets and liabilities measured at fair value on a recurring basis | |||
Assets: | |||
Total assets | 990 | 3,075 | |
Liabilities: | |||
Deferred compensation obligations | 18,580 | 17,164 | |
Total liabilities | 19,595 | 18,866 | |
Level 3 | Assets and liabilities measured at fair value on a recurring basis | |||
Assets: | |||
Total assets | 86,446 | 85,918 | |
Liabilities: | |||
Deferred compensation obligations | 0 | 0 | |
Total liabilities | 18,900 | 16,390 | |
Foreign exchange currency contracts | Assets and liabilities measured at fair value on a recurring basis | |||
Assets: | |||
Derivative assets | 990 | 2,278 | |
Liabilities: | |||
Derivative liabilities | 1,015 | 1,702 | |
Foreign exchange currency contracts | Level 1 | Assets and liabilities measured at fair value on a recurring basis | |||
Assets: | |||
Derivative assets | 0 | 0 | |
Liabilities: | |||
Derivative liabilities | 0 | 0 | |
Foreign exchange currency contracts | Level 2 | Assets and liabilities measured at fair value on a recurring basis | |||
Assets: | |||
Derivative assets | 990 | 2,278 | |
Liabilities: | |||
Derivative liabilities | 1,015 | 1,702 | |
Foreign exchange currency contracts | Level 3 | Assets and liabilities measured at fair value on a recurring basis | |||
Assets: | |||
Derivative assets | 0 | 0 | |
Liabilities: | |||
Derivative liabilities | 0 | 0 | |
2028 Bond Hedge | |||
Assets: | |||
Derivative assets | 86,400 | $ 84,700 | |
2028 Bond Hedge | Assets and liabilities measured at fair value on a recurring basis | |||
Assets: | |||
Derivative assets | 86,446 | 85,918 | |
2028 Bond Hedge | Level 1 | Assets and liabilities measured at fair value on a recurring basis | |||
Assets: | |||
Derivative assets | 0 | 0 | |
2028 Bond Hedge | Level 2 | Assets and liabilities measured at fair value on a recurring basis | |||
Assets: | |||
Derivative assets | 0 | 0 | |
2028 Bond Hedge | Level 3 | Assets and liabilities measured at fair value on a recurring basis | |||
Assets: | |||
Derivative assets | 86,446 | 85,918 | |
Embedded derivative | Assets and liabilities measured at fair value on a recurring basis | |||
Liabilities: | |||
Derivative liabilities | 18,900 | 16,390 | |
Embedded derivative | Level 1 | Assets and liabilities measured at fair value on a recurring basis | |||
Liabilities: | |||
Derivative liabilities | 0 | 0 | |
Embedded derivative | Level 2 | Assets and liabilities measured at fair value on a recurring basis | |||
Liabilities: | |||
Derivative liabilities | 0 | 0 | |
Embedded derivative | Level 3 | Assets and liabilities measured at fair value on a recurring basis | |||
Liabilities: | |||
Derivative liabilities | 18,900 | 16,390 | |
Interest rate swap | Assets and liabilities measured at fair value on a recurring basis | |||
Assets: | |||
Derivative assets | 0 | 797 | |
Interest rate swap | Level 1 | Assets and liabilities measured at fair value on a recurring basis | |||
Assets: | |||
Derivative assets | 0 | 0 | |
Interest rate swap | Level 2 | Assets and liabilities measured at fair value on a recurring basis | |||
Assets: | |||
Derivative assets | 0 | 797 | |
Interest rate swap | Level 3 | Assets and liabilities measured at fair value on a recurring basis | |||
Assets: | |||
Derivative assets | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands, € in Millions | 3 Months Ended | 6 Months Ended | ||||||
Aug. 03, 2024 USD ($) | Jul. 29, 2023 USD ($) | Aug. 03, 2024 USD ($) | Jul. 29, 2023 USD ($) | Aug. 03, 2024 EUR (€) | Feb. 03, 2024 USD ($) | Feb. 03, 2024 EUR (€) | Jan. 31, 2024 USD ($) | |
Fair value measurements | ||||||||
Embedded derivative | $ 18,900 | $ 18,900 | ||||||
Alternative Investment, Type [Extensible Enumeration] | Private Equity Funds [Member] | Private Equity Funds [Member] | Private Equity Funds [Member] | Private Equity Funds [Member] | Private Equity Funds [Member] | |||
Asset impairment charges | $ 2,277 | $ 2,622 | $ 3,418 | $ 4,556 | ||||
Impairment of property and equipment | 2,000 | 2,500 | 2,900 | 4,500 | ||||
ROU asset impairment charges | 300 | $ 0 | 500 | $ 0 | ||||
2028 Bond Hedge | ||||||||
Fair value measurements | ||||||||
Derivative assets | 86,400 | 86,400 | $ 84,700 | |||||
Volatility increase | ||||||||
Fair value measurements | ||||||||
Embedded derivative | 24,400 | 24,400 | ||||||
Volatility increase | 2028 Bond Hedge | ||||||||
Fair value measurements | ||||||||
Derivative assets | 111,700 | 111,700 | ||||||
Volatility decrease | ||||||||
Fair value measurements | ||||||||
Embedded derivative | 13,200 | 13,200 | ||||||
Volatility decrease | 2028 Bond Hedge | ||||||||
Fair value measurements | ||||||||
Derivative assets | 60,300 | 60,300 | ||||||
Credit spread increase | ||||||||
Fair value measurements | ||||||||
Embedded derivative | 19,700 | 19,700 | ||||||
Credit spread increase | 2028 Bond Hedge | ||||||||
Fair value measurements | ||||||||
Derivative assets | 90,000 | 90,000 | ||||||
Credit spread decrease | ||||||||
Fair value measurements | ||||||||
Embedded derivative | 18,100 | 18,100 | ||||||
Credit spread decrease | 2028 Bond Hedge | ||||||||
Fair value measurements | ||||||||
Derivative assets | 82,800 | 82,800 | ||||||
Fair Value Measured at Net Asset Value Per Share | ||||||||
Fair value measurements | ||||||||
Unfunded commitment to invest in private equity fund | 4,000 | 4,000 | € 3.7 | |||||
Fair Value Measured at Net Asset Value Per Share | Other assets | ||||||||
Fair value measurements | ||||||||
Alternative investment | $ 8,700 | $ 8,700 | € 8 | $ 7,700 | € 7.1 | |||
Level 3 | Expected volatility | ||||||||
Fair value measurements | ||||||||
Derivative asset (liability) net, measurement input | 0.30 | 0.30 | 0.30 | 0.30 | 0.30 | |||
Level 3 | Credit spread | ||||||||
Fair value measurements | ||||||||
Derivative asset (liability) net, measurement input | 0.027 | 0.027 | 0.027 | 0.043 | 0.043 | |||
Level 3 | Volatility increase | Expected volatility | ||||||||
Fair value measurements | ||||||||
Derivative asset (liability) net, measurement input | 0.40 | 0.40 | 0.40 | |||||
Level 3 | Volatility decrease | Expected volatility | ||||||||
Fair value measurements | ||||||||
Derivative asset (liability) net, measurement input | 0.20 | 0.20 | 0.20 | |||||
Level 3 | Credit spread increase | Credit spread | ||||||||
Fair value measurements | ||||||||
Derivative asset (liability) net, measurement input | 0.037 | 0.037 | 0.037 | |||||
Level 3 | Credit spread decrease | Credit spread | ||||||||
Fair value measurements | ||||||||
Derivative asset (liability) net, measurement input | 0.017 | 0.017 | 0.017 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Measurement Input Valuation Assumptions (Details) - Level 3 | Aug. 03, 2024 $ / shares year | Feb. 03, 2024 year $ / shares |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset (liability) net, measurement input | 0.30 | 0.30 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset (liability) net, measurement input | 0.037 | 0.041 |
Credit spread | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset (liability) net, measurement input | 0.027 | 0.043 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset (liability) net, measurement input | 0.053 | 0.052 |
Term to maturity (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset (liability) net, measurement input | year | 3.7 | 4.2 |
Stock price (in dollars per share) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset (liability) net, measurement input | $ / shares | 22.43 | 22.86 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Reconciliation of Level 3 financial assets and liabilities (Details) $ in Thousands | 6 Months Ended |
Aug. 03, 2024 USD ($) | |
Embedded derivatives | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Asset (liability), beginning balance | $ (16,390) |
Initial bifurcation of embedded derivative | (6,538) |
Gain (loss) on fair value remeasurement | 4,028 |
Asset (liability), ending balance | (18,900) |
2028 Bond Hedge | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Asset (liability), beginning balance | 85,918 |
Purchase of Additional 2028 Bond Hedge | 6,538 |
Gain (loss) on fair value remeasurement | (6,010) |
Asset (liability), ending balance | $ 86,446 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) - USD ($) | 6 Months Ended | |||||
Aug. 03, 2024 | May 04, 2024 | Feb. 03, 2024 | Jul. 29, 2023 | Apr. 29, 2023 | Jan. 28, 2023 | |
Derivative [Line Items] | ||||||
Net unrealized gain (loss) in AOCL | $ 531,643,000 | $ 607,332,000 | $ 734,794,000 | $ 533,821,000 | $ 493,058,000 | $ 572,751,000 |
Unrealized gain on foreign exchange currency contracts to be recognized in cost of product sales over the following 12 months | 500,000 | |||||
Derivative Financial Instruments Designated as Cash Flow Hedges | ||||||
Derivative [Line Items] | ||||||
Net unrealized gain (loss) in AOCL | $ 476,000 | $ 2,221,000 | (544,000) | $ (5,805,000) | $ (7,869,000) | $ (1,584,000) |
Derivatives not designated as hedging instruments | Euro | ||||||
Derivative [Line Items] | ||||||
U.S. dollar forward contracts outstanding, maximum remaining maturity period (in months) | 13 months | |||||
Interest rate swap | ||||||
Derivative [Line Items] | ||||||
Gain on settlement of derivative contract | $ 800,000 | |||||
Interest rate swap | Derivative Financial Instruments Designated as Cash Flow Hedges | ||||||
Derivative [Line Items] | ||||||
Net unrealized gain (loss) in AOCL | 0 | |||||
Foreign exchange currency contracts | Derivative Financial Instruments Designated as Cash Flow Hedges | ||||||
Derivative [Line Items] | ||||||
Net unrealized gain (loss) in AOCL | 500,000 | |||||
Foreign exchange currency contracts | Derivatives not designated as hedging instruments | Euro | ||||||
Derivative [Line Items] | ||||||
Notional amount of derivative outstanding | $ 114,000,000 | 52,000,000 | ||||
Europe | Cash flow hedges | Derivatives designated as hedging instruments | ||||||
Derivative [Line Items] | ||||||
U.S. dollar forward contracts outstanding, maximum remaining maturity period (in months) | 14 months | |||||
Europe | Foreign exchange currency contracts | Cash flow hedges | Derivatives designated as hedging instruments | ||||||
Derivative [Line Items] | ||||||
Total notional amount of derivatives purchased | $ 175,000,000 | |||||
Notional amount of derivative outstanding | $ 145,000,000 | $ 104,000,000 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Fair Value of Derivatives (Details) - USD ($) $ in Thousands | Aug. 03, 2024 | Feb. 03, 2024 |
ASSETS: | ||
Derivatives, assets | $ 87,436 | $ 88,993 |
LIABILITIES: | ||
Derivatives, liabilities | 19,915 | 18,092 |
Derivatives designated as hedging instruments | Cash flow hedges | ||
ASSETS: | ||
Derivatives, assets | 467 | 2,387 |
LIABILITIES: | ||
Derivatives, liabilities | 600 | 763 |
Derivatives designated as hedging instruments | Foreign exchange currency contracts | Other current assets/Other assets | Cash flow hedges | ||
ASSETS: | ||
Derivatives, assets | 467 | 1,590 |
Derivatives designated as hedging instruments | Foreign exchange currency contracts | Accrued expenses/ Other long-term liabilities | Cash flow hedges | ||
LIABILITIES: | ||
Derivatives, liabilities | 600 | 763 |
Derivatives designated as hedging instruments | Interest rate swap | Other assets | Cash flow hedges | ||
ASSETS: | ||
Derivatives, assets | 0 | 797 |
Derivatives not designated as hedging instruments | ||
ASSETS: | ||
Derivatives, assets | 86,969 | 86,606 |
LIABILITIES: | ||
Derivatives, liabilities | 19,315 | 17,329 |
Derivatives not designated as hedging instruments | Foreign exchange currency contracts | Other current assets | ||
ASSETS: | ||
Derivatives, assets | 523 | 688 |
Derivatives not designated as hedging instruments | Foreign exchange currency contracts | Accrued expenses | ||
LIABILITIES: | ||
Derivatives, liabilities | 415 | 939 |
Derivatives not designated as hedging instruments | 2028 Bond Hedge | Other assets | ||
ASSETS: | ||
Derivatives, assets | 86,446 | 85,918 |
Derivatives not designated as hedging instruments | Embedded derivative | Convertible senior notes due 2028, net | ||
LIABILITIES: | ||
Derivatives, liabilities | $ 18,900 | $ 16,390 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Gain (Losses) on Derivative Instruments Designated As Cash Flow Hedges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2024 | Jul. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | |
Gains (losses) before taxes recognized on the derivative instruments designated as cash flow hedges in OCI and net earnings (loss) | ||||
Gain (Loss) Recognized in OCL | $ (2,219) | $ 2,805 | $ (855) | $ 1,748 |
Gain (Loss) Reclassified from AOCL into Earnings (Loss) | 1 | 459 | (1,889) | 6,480 |
Foreign exchange currency contracts | ||||
Gains (losses) before taxes recognized on the derivative instruments designated as cash flow hedges in OCI and net earnings (loss) | ||||
Gain (Loss) Recognized in OCL | (1,422) | 2,467 | (251) | 1,395 |
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 (loss) | ||||
Gain (Loss) Reclassified from AOCL into Earnings (Loss) | (56) | 311 | (2,101) | 6,204 |
Interest rate swap | ||||
Gains (losses) before taxes recognized on the derivative instruments designated as cash flow hedges in OCI and net earnings (loss) | ||||
Gain (Loss) Recognized in OCL | (797) | 338 | (604) | 353 |
Interest rate swap | Interest expense | ||||
Gains (losses) before taxes recognized on the derivative instruments designated as cash flow hedges in OCI and net earnings (loss) | ||||
Gain (Loss) Reclassified from AOCL into Earnings (Loss) | $ 57 | $ 148 | $ 212 | $ 276 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Schedule of Derivative Activity in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2024 | Jul. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | |
Accumulated Other Comprehensive Income, Derivatives Qualifying as Hedges, Net of Tax [Roll Forward] | ||||
Beginning balance gain (loss) | $ 607,332 | $ 493,058 | $ 734,794 | $ 572,751 |
Ending balance gain (loss) | 531,643 | 533,821 | 531,643 | 533,821 |
Derivative Financial Instruments Designated as Cash Flow Hedges | ||||
Accumulated Other Comprehensive Income, Derivatives Qualifying as Hedges, Net of Tax [Roll Forward] | ||||
Beginning balance gain (loss) | 2,221 | (7,869) | (544) | (1,584) |
Net gain (loss) from changes in cash flow hedges | (1,832) | 2,455 | (687) | 1,513 |
Net (gain) loss reclassified into earnings (loss) | 87 | (391) | 1,707 | (5,734) |
Ending balance gain (loss) | $ 476 | $ (5,805) | $ 476 | $ (5,805) |
Derivative Financial Instrume_7
Derivative Financial Instruments - Schedule of Derivative Instruments Not Designated as Hedging Instruments (Details) - Other expense, net - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2024 | Jul. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | |
Foreign exchange currency contracts | ||||
Derivative [Line Items] | ||||
Gains (Losses) Recognized in Earnings (Loss) | $ (939) | $ 165 | $ (418) | $ (460) |
2028 Bond Hedge | ||||
Derivative [Line Items] | ||||
Gains (Losses) Recognized in Earnings (Loss) | (51,822) | 0 | (6,010) | 0 |
Embedded derivatives | ||||
Derivative [Line Items] | ||||
Gains (Losses) Recognized in Earnings (Loss) | $ 11,330 | $ 0 | $ 4,028 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||||
Aug. 28, 2024 | Aug. 03, 2024 | Jul. 29, 2023 | Apr. 29, 2023 | Aug. 03, 2024 | Jul. 29, 2023 | |
Subsequent Event [Line Items] | ||||||
Cash dividend declared per share (in dollars per share) | $ 0.300 | $ 0.300 | $ 0.225 | $ 2.850 | $ 0.525 | |
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Cash dividend declared per share (in dollars per share) | $ 0.30 |