ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Genesco Park, | |||
(Zip Code) | |||
(Address of principal executive offices) |
Title of each class | Trading Symbol | Name of Exchange on which Registered |
☒ | Accelerated filer | ¨ | ||
Non-accelerated filer | ¨ (Do not check if smaller reporting company) | Smaller reporting company | ||
Emerging Growth company |
Page | ||
Item 16. | Form 10-K Summary |
Fiscal 2016 | Fiscal 2017 | Fiscal 2018 | Fiscal 2019 | Fiscal 2020 | ||||||||||
Retail Stores | ||||||||||||||
Beginning of year | 1,460 | 1,520 | 1,554 | 1,535 | 1,512 | |||||||||
Opened during year | 54 | 66 | 59 | 36 | 12 | |||||||||
Acquired during year | 37 | — | — | — | — | |||||||||
Closed during year | (31 | ) | (32 | ) | (78 | ) | (59 | ) | (44 | ) | ||||
End of year | 1,520 | 1,554 | 1,535 | 1,512 | 1,480 |
• | The effects of the pandemic on the economy, including a recession, or an increase in unemployment levels could result in customers having less disposable income which could lead to reduced sales of our products; |
• | The effects of COVID-19 could delay our release or delivery of new product offerings or require us to make unexpected changes to our offerings; |
• | “Shelter in Place” and other similar mandated or suggested isolation protocols could disrupt not only our brick and mortar operations but our e-commerce operations as well, particularly if employees are not able to report to work or perform their work from home; |
• | While we are making efforts to reduce operating costs and conserve cash, we may not be successful in doing so; |
• | We are undertaking discussions with our landlords and other vendors to obtain rent and other relief, but we may not be successful in these endeavors. As a result we may be subject to litigation or other claims; |
• | We borrowed $184.3 million under our Credit Facility and £19.0 million on our U.K. A&R Agreement in March 2020, but that amount may not be adequate to provide necessary liquidity at the parent or subsidiary level if the pandemic continues for an extended period of time, and we may not have access to additional sources of capital; |
• | After the pandemic has subsided, fear of COVID-19, re-occurrence of the outbreak or another pandemic or crisis could cause customers to avoid public places where our stores are located such as malls, outlets, and airports; |
• | We have been forced to reduce our workforce, and as a result, there may be obstacles and delays in reopening stores as we may have to hire and train a substantial number of new employees; and |
• | We may be required to revise certain accounting estimates and judgments such as, but not limited to, those related to the valuation of goodwill, long-lived assets and deferred tax assets, which could have a material adverse affect on our financial position and results of operations. |
• | substantial investment in product innovation, design and development; |
• | commitment to product quality; and |
• | significant and sustained marketing efforts and expenditures, including with respect to the monitoring of consumer trends in footwear specifically and in fashion and lifestyle categories generally. |
• | our ability to negotiate favorable lease terms for new stores and renewals (including rent and other costs) with landlords in part due to the consolidation in the commercial real estate market; |
• | our ability to obtain governmental and other third-party consents, permits and licenses needed to construct and operate our stores; |
• | the effect of changes to laws and regulations, including minimum wage, over-time, and employee benefits laws on store expense. |
• | our ability to adapt our distribution and other operational and management systems to an expanded network of stores; and |
• | unforseen events, such as COVID-19, could prevent or delay store openings and impact our liquidity needed for store openings. |
• | theft, destruction, loss, misappropriation, or release of confidential financial and other data, intellectual property, customer awards or loyalty points, or customer or employee information, including personally identifiable information such as payment card information, email addresses, passwords, social security numbers, home addresses, or health information; |
• | operational or business delays resulting from the disruption of our e-commerce sites, computer networks or the computer networks of our third-party vendors and partners and subsequent material clean-up and mitigation costs and activities; |
• | negative publicity resulting in material reputation or brand damage with our customers, vendors, third-party partners or industry peers; |
• | governmental penalties, fines and/or enforcement actions, payment and industry penalties and fines and/or class action and other lawsuits. |
• | increased customs inspections of import shipments or other factors that could result in penalties causing delays in shipments; |
• | economic crises, natural disasters, pandemics (including COVID-19), international disputes and wars; and |
• | increases in the cost of purchasing or shipping foreign merchandise resulting from: |
• | imposition of additional cargo or safeguard measures; |
• | denial by the United States of “most favored nation” trading status to or the imposition of quotas or other restriction on imports from a foreign country from which we purchase goods; |
Location | Owned/Leased | Segment | Use | Approximate Area Square Feet | ||||||
Lebanon, TN | Owned | Journeys Group | Distribution warehouse and administrative offices | 563,000 | ||||||
Nashville, TN | Leased | Various | Executive & footwear operations offices | 306,455 | (1) | |||||
Bathgate, Scotland | Owned | Schuh Group | Distribution warehouse | 244,644 | ||||||
Chapel Hill, TN | Owned | Licensed Brands | Distribution warehouse | 182,000 | ||||||
Fayetteville, TN | Owned | Johnston & Murphy Group | Distribution warehouse | 178,500 | ||||||
Deans Industrial Estate, Livingston, Scotland | Owned | Schuh Group | Distribution warehouse and administrative offices | 106,813 | ||||||
Nashville, TN | Owned | Journeys Group | Distribution warehouse | 63,000 |
(1) | We occupy approximately 97% of our current corporate headquarters building and sublease the remainder of the building. The lease on the Nashville office expires in April 2022. |
In thousands except per common share data, Financial Statistics and Other Data (End of Year) | Fiscal Year End | ||||||||||||||||||
2020 | 2019 | 2018 | 2017 | 2016 | |||||||||||||||
Results of Operations Data | |||||||||||||||||||
Net sales | $ | 2,197,066 | $ | 2,188,553 | $ | 2,127,547 | $ | 2,020,831 | $ | 2,046,730 | |||||||||
Depreciation and amortization | 49,574 | 52,161 | 51,533 | 49,943 | 48,815 | ||||||||||||||
Operating income | 83,318 | 81,817 | 74,372 | 107,793 | 142,872 | ||||||||||||||
Earnings from continuing operations before income taxes | 82,435 | 78,259 | 68,989 | 112,758 | 134,705 | ||||||||||||||
Earnings from continuing operations(1) | 61,757 | 51,224 | 36,708 | 72,882 | 85,135 | ||||||||||||||
(Loss) earnings from discontinued operations, net | (373 | ) | (103,154 | ) | (148,547 | ) | 24,549 | 9,434 | |||||||||||
Net earnings (loss) | $ | 61,384 | $ | (51,930 | ) | $ | (111,839 | ) | $ | 97,431 | $ | 94,569 | |||||||
Per Common Share Data | |||||||||||||||||||
Earnings from continuing operations | |||||||||||||||||||
Basic | $ | 3.97 | $ | 2.65 | $ | 1.91 | $ | 3.63 | $ | 3.72 | |||||||||
Diluted | 3.94 | 2.63 | 1.90 | 3.61 | 3.70 | ||||||||||||||
Discontinued operations | |||||||||||||||||||
Basic | (0.02 | ) | (5.33 | ) | (7.73 | ) | 1.22 | 0.41 | |||||||||||
Diluted | (0.02 | ) | (5.29 | ) | (7.70 | ) | 1.22 | 0.41 | |||||||||||
Net earnings (loss) | |||||||||||||||||||
Basic | 3.95 | (2.68 | ) | (5.82 | ) | 4.85 | 4.13 | ||||||||||||
Diluted | 3.92 | (2.66 | ) | (5.80 | ) | 4.83 | 4.11 | ||||||||||||
Balance Sheet and Cash Flow Data | |||||||||||||||||||
Total assets | $ | 1,680,478 | $ | 1,181,081 | $ | 1,315,353 | $ | 1,440,999 | $ | 1,540,057 | |||||||||
Long-term debt(2) | 14,393 | 65,743 | 88,385 | 82,905 | 111,765 | ||||||||||||||
Non-redeemable preferred stock | 1,009 | 1,060 | 1,052 | 1,060 | 1,077 | ||||||||||||||
Common equity | 618,334 | 736,491 | 828,122 | 919,993 | 954,079 | ||||||||||||||
Capital expenditures | 29,767 | 41,780 | 98,609 | 74,925 | 76,982 | ||||||||||||||
Financial Statistics | |||||||||||||||||||
Operating income as a percent of net sales | 3.8 | % | 3.7 | % | 3.5 | % | 5.3 | % | 7.0 | % | |||||||||
Book value per share (common equity divided by common shares outstanding) | $ | 42.07 | $ | 38.55 | $ | 41.61 | $ | 46.31 | $ | 43.70 | |||||||||
Working capital(3) (in thousands) | $ | 146,248 | $ | 454,817 | $ | 438,020 | $ | 407,587 | $ | 447,504 | |||||||||
Current ratio(3) | 1.4 | 2.6 | 2.7 | 2.3 | 2.4 | ||||||||||||||
Percent long-term debt to total capitalization | 2.3 | % | 8.2 | % | 9.6 | % | 8.2 | % | 10.5 | % | |||||||||
Other Data (End of Year) | |||||||||||||||||||
Number of retail outlets(4) | 1,480 | 1,512 | 1,535 | 1,554 | 1,520 | ||||||||||||||
Number of employees | 22,050 | 21,000 | 20,900 | 21,200 | 19,000 |
Fiscal Year Ended | % Change | |||||||||
2020 | 2019 | |||||||||
(dollars in thousands) | ||||||||||
Net sales | $ | 1,460,253 | $ | 1,419,993 | 2.8 | % | ||||
Operating income | $ | 114,945 | $ | 100,799 | 14.0 | % | ||||
Operating margin | 7.9 | % | 7.1 | % |
Fiscal Year Ended | % Change | |||||||||
2020 | 2019 | |||||||||
(dollars in thousands) | ||||||||||
Net sales | $ | 373,930 | $ | 382,591 | (2.3 | )% | ||||
Operating income | $ | 4,659 | $ | 3,765 | 23.7 | % | ||||
Operating margin | 1.2 | % | 1.0 | % |
Fiscal Year Ended | % Change | |||||||||
2020 | 2019 | |||||||||
(dollars in thousands) | ||||||||||
Net sales | $ | 300,850 | $ | 313,134 | (3.9 | )% | ||||
Operating income | $ | 17,702 | $ | 20,385 | (13.2 | )% | ||||
Operating margin | 5.9 | % | 6.5 | % |
Fiscal Year Ended | % Change | |||||||||
2020 | 2019 | |||||||||
(dollars in thousands) | ||||||||||
Net sales | $ | 61,859 | $ | 72,564 | (14.8 | )% | ||||
Operating loss | $ | (698 | ) | $ | (488 | ) | (43.0 | )% | ||
Operating margin | (1.1 | )% | (0.7 | )% |
Feb. 1, 2020 | Feb. 2, 2019 | Feb. 3, 2018 | |||||||||
(dollars in millions) | |||||||||||
Cash and cash equivalents | $ | 81.4 | $ | 167.4 | $ | 39.9 | |||||
Working capital(1) | $ | 146.2 | $ | 454.8 | $ | 438.0 | |||||
Long-term debt (includes current maturities) | $ | 14.4 | $ | 65.7 | $ | 88.4 |
Cash flow changes: (Includes discontinued operations in Fiscal 2019) | Fiscal Year Ended | ||||||||
Increase | |||||||||
(dollars in millions) | February 1, 2020 | February 2, 2019 | (Decrease) | ||||||
Net cash provided by operating activities | $ | 117.2 | $ | 237.1 | $ | (119.9 | ) | ||
Net cash provided by (used in) investing activities | 53.3 | (56.5 | ) | 109.8 | |||||
Net cash used in financing activities | (256.5 | ) | (52.8 | ) | (203.7 | ) | |||
Effect of foreign exchange rate fluctuations on cash | 0.1 | (0.4 | ) | 0.5 | |||||
Increase (decrease) in cash and cash equivalents | $ | (85.9 | ) | $ | 127.4 | $ | (213.3 | ) |
• | A $126.2 million decrease in cash flow from the loss on sale of business in the prior year; |
• | A $53.4 million decrease in cash flow from changes in accounts payable reflecting changes in buying patterns and vendor mix and the impact of an increase in accounts payable in discontinued operations in the prior year; |
• | A $41.5 million decrease in cash flow from changes in other accrued liabilities reflecting increased bonus payments and increased tax payments related to discontinued operations; and |
• | A $27.4 million decrease in cash flow from changes in depreciation and amortization primarily related to discontinued operations; partially offset by |
• | A $113.3 million increase in net earnings; and |
• | A $25.3 million increase in cash flow from changes in prepaids and other current assets reflecting decreases in prepaid income taxes when compared to the prior year. |
(in thousands) | Payments Due by Period | ||||||||||||||||||
Contractual Obligations | Total | Less than 1 year | 1 - 3 years | 3 - 5 years | More than 5 years | ||||||||||||||
Long-Term Debt Obligations | $ | 14,393 | $ | — | $ | 14,393 | $ | — | $ | — | |||||||||
Operating Lease Obligations | 926,396 | 180,314 | 322,624 | 231,212 | 192,246 | ||||||||||||||
Purchase Obligations(1) | 521,048 | 521,048 | — | — | — | ||||||||||||||
Other Long-Term Liabilities | 881 | 172 | 343 | 342 | 24 | ||||||||||||||
Total Contractual Obligations(2) | $ | 1,462,718 | $ | 701,534 | $ | 337,360 | $ | 231,554 | $ | 192,270 |
(in thousands) | Amount of Commitment Expiration Per Period | ||||||||||||||||||
Commercial Commitments | Total Amounts Committed | Less than 1 year | 1 - 3 years | 3 - 5 years | More than 5 years | ||||||||||||||
Letters of Credit | $ | 9,324 | $ | 9,324 | $ | — | $ | — | $ | — | |||||||||
Total Commercial Commitments | $ | 9,324 | $ | 9,324 | $ | — | $ | — | $ | — |
Page | |
Report of Independent Registered Public Accounting Firm | |
/s/ Ernst & Young LLP | |
Nashville, Tennessee | |
April 1, 2020 |
Valuation of Schuh Goodwill | ||
Description of the Matter | At February 1, 2020, the Company had $84.1 million in goodwill associated with the Schuh reporting unit. As discussed in Notes 1 and 3 to the consolidated financial statements, goodwill at the reporting unit level is qualitatively or quantitatively tested for impairment at least annually, at the beginning of the Company’s fourth fiscal quarter, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The quantitative evaluation of goodwill impairment involves the comparison of the fair value of the reporting unit to the carrying value of the reporting unit. | |
Auditing management’s annual goodwill impairment analysis was complex and judgmental due to the significant estimation required by management in determining the fair value of the Schuh reporting unit. In particular, the fair value estimates under the income approach are sensitive to significant assumptions required to develop prospective financial information related to growth rates in sales, costs, estimates of future expected changes in operating margins, capital expenditures and working capital requirements. Other significant assumptions relate to estimating the weighted average cost of capital utilized for discounting cash flow estimates and terminal period growth rates. These significant assumptions are affected by expectations about future market or economic conditions. Management also uses a market approach that considers valuations of comparable companies as an input in the determination of the value of the reporting unit. |
How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s Schuh goodwill impairment review process, including controls over management’s review of the significant assumptions described above. For example, we tested controls over management’s identification of the Schuh reporting unit and management’s review of the significant assumptions utilized within the fair value model, including the development of the prospective financial information and determination of the weighted average cost of capital and terminal period growth rates. | |
To test the estimated fair value of the Schuh reporting unit, we performed audit procedures that included, among others, involvement of our valuation specialists to assess fair value methodologies, including the significant assumptions discussed above. Specifically, we compared significant assumptions used by management to current industry economic trends. As part of this assessment, we also compared the development of the weighted average cost of capital to rates for hypothetical market participants based on the capital structure of the Company and its related peer group. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the significant assumptions. We also evaluated the reasonableness of the market comparable companies that management used in its market approach. |
Adoption ASU 2016-02, “Leases (Topic 842)” | ||
Description of the Matter | As discussed above and in Notes 1, 2 and 8 to the consolidated financial statements, the Company adopted ASU 2016-02, “Leases (Topic 842)”, on February 3, 2019, which resulted in the recognition of operating lease right-of-use assets and lease liabilities of $795.6 million and $855.3 million, respectively. Since most of the Company’s leases do not provide a determinable implicit rate, the Company developed certain significant assumptions to estimate the incremental borrowing rate (IBR), which was used to calculate the operating lease right-of-use assets and lease liabilities upon adoption. The operating lease right-of-use asset is inclusive of the impairments recorded upon adoption for store operating lease right-of-use assets, which totaled $4.8 million and resulted in a decrease to retained earnings of $4.2 million, net of tax. | |
Auditing the Company’s adoption of Topic 842 was complex and involved subjective auditor judgment as certain aspects required management to exercise judgment in applying the new standard to its portfolio of lease contracts. In particular, the estimate of the IBR at adoption is sensitive to significant assumptions such as determination of synthetic credit rating, selection of associated benchmark yield curve, and judgmental adjustments to reflect a collateralization and foreign currency adjustments. Further, the fair value of those right-of-use assets that were part of an asset group with an indicator of impairment involved judgment in order to determine the impairment to record upon adoption. |
How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting for the adoption of Topic 842. For example, we tested controls over management’s review of the IBR and determination of the fair value of right-of-use assets, including the significant assumptions noted above. | |
To test the Company’s adoption of Topic 842, we performed audit procedures that included, among others, involving our valuation specialists to assess management’s significant assumptions and methodology for determining the IBR, including the development of a synthetic credit rating, assessing the selection of a benchmark yield curve, and evaluating methodologies used to reflect a secured borrowing. We also assessed management’s development of IBR ranges based on varying lease terms, including comparing the Company’s IBRs to ranges developed independently by our valuation specialists, as well as performing tests of the IBR application to remaining lease payments, with respect to the initial term of the lease. Further, we involved valuation specialists to assess management’s significant assumptions and methodology for determining the fair value of certain right-of-use assets with indicators of impairment, including, among others, the determination of current market rents based on recent observable data. |
/s/ Ernst & Young LLP | |
We have served as the Company's auditor since 2001. | |
Nashville, Tennessee | |
April 1, 2020 |
As of Fiscal Year End | |||||||
Assets | February 1, 2020 | February 2, 2019 | |||||
Current Assets: | |||||||
Cash and cash equivalents | $ | $ | |||||
Accounts receivable, net of allowances of $2,940 at February 1, 2020 | |||||||
and $2,894 at February 2, 2019 | |||||||
Inventories | |||||||
Prepaids and other current assets | |||||||
Total current assets | |||||||
Property and equipment: | |||||||
Land | |||||||
Buildings and building equipment | |||||||
Computer hardware, software and equipment | |||||||
Furniture and fixtures | |||||||
Construction in progress | |||||||
Improvements to leased property | |||||||
Property and equipment, at cost | |||||||
Accumulated depreciation | ( | ) | ( | ) | |||
Property and equipment, net | |||||||
Deferred income taxes | |||||||
Operating lease right of use asset | — | ||||||
Goodwill | |||||||
Trademarks, net of accumulated amortization of zero at both | |||||||
February 1, 2020 and February 2, 2019 | |||||||
Other intangibles, net of accumulated amortization of $1,988 at | |||||||
February 1, 2020 and $4,680 at February 2, 2019 | |||||||
Other noncurrent assets | |||||||
Total Assets | $ | $ |
As of Fiscal Year End | |||||||
Liabilities and Equity | February 1, 2020 | February 2, 2019 | |||||
Current Liabilities: | |||||||
Accounts payable | $ | $ | |||||
Accrued employee compensation | |||||||
Accrued other taxes | |||||||
Accrued income taxes | |||||||
Current portion – long-term debt | |||||||
Current portion - operating lease liability | — | ||||||
Other accrued liabilities | |||||||
Provision for discontinued operations | |||||||
Total current liabilities | |||||||
Long-term debt | |||||||
Long-term operating lease liability | — | ||||||
Other long-term liabilities | |||||||
Provision for discontinued operations | |||||||
Total liabilities | |||||||
Commitments and contingent liabilities | |||||||
Equity | |||||||
Non-redeemable preferred stock | |||||||
Common equity: | |||||||
Common stock, $1 par value: | |||||||
Authorized: 80,000,000 shares | |||||||
Issued/Outstanding: | |||||||
February 1, 2020 – 15,185,670/14,697,206 | |||||||
February 2, 2019 – 19,591,048/19,102,584 | |||||||
Additional paid-in capital | |||||||
Retained earnings | |||||||
Accumulated other comprehensive loss | ( | ) | ( | ) | |||
Treasury shares, at cost (488,464 shares) | ( | ) | ( | ) | |||
Total equity | |||||||
Total Liabilities and Equity | $ | $ |
Fiscal Year | ||||||||||
2020 | 2019 | 2018 | ||||||||
Net sales | $ | $ | $ | |||||||
Cost of sales | ||||||||||
Gross margin | ||||||||||
Selling and administrative expenses | ||||||||||
Asset impairments and other, net | ||||||||||
Operating income | ||||||||||
Loss on early retirement of debt | ||||||||||
Other components of net periodic benefit cost | ( | ) | ( | ) | ( | ) | ||||
Interest expense, net: | ||||||||||
Interest expense | ||||||||||
Interest income | ( | ) | ( | ) | ( | ) | ||||
Total interest expense, net | ||||||||||
Earnings from continuing operations before income taxes | ||||||||||
Income tax expense | ||||||||||
Earnings from continuing operations | ||||||||||
Loss from discontinued operations, net of tax of $0.1 million, | ||||||||||
$27.5 million and $22.7 million for Fiscal 2020, 2019 and 2018, | ||||||||||
respectively | ( | ) | ( | ) | ( | ) | ||||
Net Earnings (Loss) | $ | $ | ( | ) | $ | ( | ) | |||
Basic weighted average common shares | ||||||||||
Basic earnings (loss) per common share: | ||||||||||
Continuing operations | $ | $ | $ | |||||||
Discontinued operations | ( | ) | ( | ) | ( | ) | ||||
Net earnings (loss) | $ | $ | ( | ) | $ | ( | ) | |||
Diluted weighted average common shares | ||||||||||
Diluted earnings (loss) per common share: | ||||||||||
Continuing operations | $ | $ | $ | |||||||
Discontinued operations | ( | ) | ( | ) | ( | ) | ||||
Net earnings (loss) | $ | $ | ( | ) | $ | ( | ) |
Fiscal Year | |||||||||
2020 | 2019 | 2018 | |||||||
Net earnings (loss) | $ | $ | ( | ) | $ | ( | ) | ||
Other comprehensive income (loss): | |||||||||
Pension liability adjustment net of tax of $2.1 million, $0.0 million and | |||||||||
$1.9 million for 2020, 2019 and 2018, respectively | |||||||||
Postretirement liability adjustment net of tax of $1.0 million, $1.6 million | |||||||||
and $0.1 million for 2020, 2019 and 2018, respectively | ( | ) | ( | ) | |||||
Stranded tax effect from tax reform | ( | ) | |||||||
Foreign currency translation adjustments | ( | ) | |||||||
Total other comprehensive income (loss) | ( | ) | |||||||
Comprehensive Income (Loss) | $ | $ | ( | ) | $ | ( | ) |
Fiscal Year | |||||||||
2020 | 2019 | 2018 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||
Net earnings (loss) | $ | $ | ( | ) | $ | ( | ) | ||
Adjustments to reconcile net earnings (loss) to net cash | |||||||||
provided by operating activities: | |||||||||
Depreciation and amortization | |||||||||
Amortization of deferred note expense and debt discount | |||||||||
Deferred income taxes | ( | ) | |||||||
Provision for accounts receivable | |||||||||
Impairment of intangible assets | |||||||||
Impairment of long-lived assets | |||||||||
Restricted stock expense | |||||||||
Provision for discontinued operations | |||||||||
Loss on sale of business | |||||||||
Loss on pension plan termination | |||||||||
Other | |||||||||
Effect on cash from changes in working capital and other | |||||||||
assets and liabilities, net of acquisitions/dispositions: | |||||||||
Accounts receivable | |||||||||
Inventories | |||||||||
Prepaids and other current assets | ( | ) | ( | ) | |||||
Accounts payable | ( | ) | ( | ) | |||||
Other accrued liabilities | ( | ) | ( | ) | |||||
Other assets and liabilities | ( | ) | ( | ) | |||||
Net cash provided by operating activities | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||
Capital expenditures | ( | ) | ( | ) | ( | ) | |||
Other investing activities | |||||||||
Acquisitions, net of cash acquired | ( | ) | |||||||
Proceeds from (payments for) sale of businesses | ( | ) | |||||||
Proceeds from asset sales | |||||||||
Net cash provided by (used in) investing activities | ( | ) | ( | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||
Payments of long-term debt | ( | ) | ( | ) | ( | ) | |||
Borrowings under revolving credit facility | |||||||||
Payments on revolving credit facility | ( | ) | ( | ) | ( | ) | |||
Shares repurchased related to share repurchase plan | ( | ) | ( | ) | ( | ) | |||
Restricted shares withheld for taxes | ( | ) | ( | ) | ( | ) | |||
Change in overdraft balances | ( | ) | ( | ) | |||||
Additions to deferred note cost | ( | ) | ( | ) | ( | ) | |||
Other | ( | ) | ( | ) | |||||
Net cash used in financing activities | ( | ) | ( | ) | ( | ) | |||
Effect of foreign exchange rate fluctuations on cash | ( | ) | |||||||
Net Increase (Decrease) in Cash and Cash Equivalents | ( | ) | ( | ) | |||||
Cash and cash equivalents at beginning of year(1) | |||||||||
Cash and cash equivalents at end of year(1) | $ | $ | $ | ||||||
Supplemental information: | |||||||||
Interest paid | $ | $ | $ | ||||||
Income taxes paid | |||||||||
Cash paid for amounts included in measurement of operating lease liabilities | — | — | |||||||
Operating leased assets obtained in exhange for new operating lease liabilities | — | — |
In Thousands | Non-Redeemable Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Shares | Non Controlling Interest Non-Redeemable | Total Equity | |||||||||||||||||||||||
Balance January 28, 2017 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||
Net loss | — | — | — | ( | ) | — | — | — | ( | ) | |||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||
Employee and non-employee restricted stock | — | — | — | — | — | — | |||||||||||||||||||||||||
Restricted stock issuance | — | ( | ) | — | — | — | — | ||||||||||||||||||||||||
Restricted shares withheld for taxes | — | ( | ) | ( | ) | — | — | — | ( | ) | |||||||||||||||||||||
Shares repurchased | — | ( | ) | — | ( | ) | — | — | — | ( | ) | ||||||||||||||||||||
Stranded tax effect from tax reform | — | — | — | — | — | — | |||||||||||||||||||||||||
Other | ( | ) | — | — | — | — | |||||||||||||||||||||||||
Noncontrolling interest – gain | — | — | — | — | — | — | |||||||||||||||||||||||||
Balance February 3, 2018 | ( | ) | ( | ) | |||||||||||||||||||||||||||
Cumulative adjustment from ASC 606, net of tax | — | — | — | — | — | — | |||||||||||||||||||||||||
Net loss | — | — | — | ( | ) | — | — | — | ( | ) | |||||||||||||||||||||
Other comprehensive loss | — | — | — | — | ( | ) | — | — | ( | ) | |||||||||||||||||||||
Employee and non-employee restricted stock | — | — | — | — | — | — | |||||||||||||||||||||||||
Restricted stock issuance | — | ( | ) | — | — | — | — | ||||||||||||||||||||||||
Restricted shares withheld for taxes | — | ( | ) | ( | ) | — | — | — | ( | ) | |||||||||||||||||||||
Shares repurchased | — | ( | ) | — | ( | ) | — | — | — | ( | ) | ||||||||||||||||||||
Other | ( | ) | — | — | — | — | ( | ) | |||||||||||||||||||||||
Noncontrolling interest – loss | — | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||
Balance February 2, 2019 | ( | ) | ( | ) | |||||||||||||||||||||||||||
Cumulative adjustment from ASC 842, net of tax | — | — | — | ( | ) | — | — | — | ( | ) | |||||||||||||||||||||
Net earnings | — | — | — | — | — | ||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||
Employee and non-employee restricted stock | — | — | — | — | — | — | |||||||||||||||||||||||||
Restricted stock issuance | — | ( | ) | — | — | — | — | ||||||||||||||||||||||||
Restricted shares withheld for taxes | — | ( | ) | ( | ) | — | — | — | ( | ) | |||||||||||||||||||||
Shares repurchased | — | ( | ) | — | ( | ) | — | — | — | ( | ) | ||||||||||||||||||||
Other | ( | ) | ( | ) | — | — | — | — | |||||||||||||||||||||||
Balance February 1, 2020 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ |
Buildings and building equipment | 20-45 years |
Computer hardware, software and equipment | 3-10 years |
Furniture and fixtures | 10 years |
(In thousands) | Schuh Group | Journeys Group | Licensed Brands Group | Total Goodwill | |||||
Balance, February 2, 2019 | $ | $ | $ | $ | |||||
Acquisition | |||||||||
Effect of foreign currency exchange rates | ( | ) | |||||||
Balance, February 1, 2020 | $ | $ | $ | $ |
Leases | Customer Lists(1) | Other(2) | Total | |||||||||||||||||||||
(In thousands) | Feb. 1, 2020 | Feb. 2, 2019 | Feb. 1, 2020 | Feb. 2, 2019 | Feb. 1, 2020 | Feb. 2, 2019 | Feb. 1, 2020 | Feb. 2, 2019 | ||||||||||||||||
Gross other intangibles | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
Accumulated amortization | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
Net Other Intangibles | $ | $ | $ | $ | $ | $ | $ | $ |
(In thousands) | February 1, 2020 | February 2, 2019 | |||||
Wholesale finished goods | $ | $ | |||||
Retail merchandise | |||||||
Total Inventories | $ | $ |
(In thousands) | February 1, 2020 | February 2, 2019 | |||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||
U.S. Revolver Borrowings | $ | $ | $ | $ | |||||||||||
UK Term Loans | |||||||||||||||
UK Revolver Borrowings |
Long-Lived Assets Held and Used | Level 1 | Level 2 | Level 3 | Impairment Charges | |||||||||||||||
Measured as of May 4, 2019 | $ | $ | $ | $ | $ | ||||||||||||||
Measured as of August 3, 2019 | |||||||||||||||||||
Measured as of November 2, 2019 | |||||||||||||||||||
Measured as of February 1, 2020 | |||||||||||||||||||
Total Asset Impairment Fiscal 2020 | $ |
(In thousands) | February 1, 2020 | February 2, 2019 | |||||
U.S. Revolver borrowings | $ | $ | |||||
UK term loans | |||||||
UK revolver borrowings | |||||||
Deferred note expense on term loans | ( | ) | |||||
Total long-term debt | |||||||
Current portion | |||||||
Total Noncurrent Portion of Long-Term Debt | $ | $ |
(In thousands) | Fiscal 2020 | |
Operating lease cost | $ | |
Variable lease cost | ||
Less: Sublease income | ( | ) |
Net Lease Cost | $ | |
Fiscal Years | (In thousands) |
2021 | $ |
2022 | |
2023 | |
2024 | |
2025 | |
Thereafter | |
Total undiscounted future minimum lease payments | |
Less: Amounts representing interest | ( |
Total Present Value of Operating Lease Liabilities | $ |
February 1, 2020 | |
Weighted-average remaining lease term (years) | |
Weighted-average discount rate |
Fiscal Years | (In thousands) |
2020 | $ |
2021 | |
2022 | |
2023 | |
2024 | |
Thereafter | |
Total Minimum Rental Commitments | $ |
Shares Authorized | Number of Shares | Amounts in Thousands | ||||||||||||||||||||
Class | 2020 | 2019 | 2018 | 2020 | 2019 | 2018 | ||||||||||||||||
Employees’ Subordinated Convertible Preferred | $ | $ | $ | |||||||||||||||||||
Stated Value of Issued Shares | ||||||||||||||||||||||
Employees’ Preferred Stock Purchase Accounts | ( | ) | ( | ) | ( | ) | ||||||||||||||||
Total Non-Redeemable Preferred Stock | $ | $ | $ |
(In thousands) | 2020 | 2019 | 2018 | ||||||||
United States | $ | $ | $ | ||||||||
Foreign | ( | ) | ( | ) | |||||||
Total Earnings from Continuing Operations before Income Taxes | $ | $ | $ |
(In thousands) | 2020 | 2019 | 2018 | ||||||||
Current | |||||||||||
U.S. federal | $ | $ | $ | ||||||||
International | |||||||||||
State | |||||||||||
Total Current Income Tax Expense | |||||||||||
Deferred | |||||||||||
U.S. federal | ( | ) | |||||||||
International | ( | ) | |||||||||
State | ( | ) | ( | ) | |||||||
Total Deferred Income Tax Expense (Benefit) | ( | ) | |||||||||
Total Income Tax Expense – Continuing Operations | $ | $ | $ |
2020 | 2019 | 2018 | ||||||
U. S. federal statutory rate of tax | % | % | % | |||||
State taxes (net of federal tax benefit) | ||||||||
Foreign rate differential | ( | ) | ( | ) | ( | ) | ||
Change in valuation allowance | ||||||||
Impact of statutory rate change | ||||||||
Credits | ( | ) | ( | ) | ( | ) | ||
Permanent items | ||||||||
Uncertain federal, state and foreign tax positions | ( | ) | ( | ) | ( | ) | ||
Transition tax | ||||||||
Other | ( | ) | ( | ) | ||||
Effective Tax Rate | % | % | % |
February 1, | February 2, | ||||||
(In thousands) | 2020 | 2019 | |||||
Pensions | $ | $ | |||||
Lease obligation | |||||||
Book over tax depreciation | |||||||
Expense accruals | |||||||
Uniform capitalization costs | |||||||
Provisions for discontinued operations and restructurings | |||||||
Inventory valuation | |||||||
Tax net operating loss and credit carryforwards | |||||||
Allowances for bad debts and notes | |||||||
Deferred compensation and restricted stock | |||||||
Other | |||||||
Gross deferred tax assets | |||||||
Deferred tax asset valuation allowance | ( | ) | ( | ) | |||
Deferred tax asset net of valuation allowance | |||||||
Identified intangibles | ( | ) | ( | ) | |||
Prepaids | ( | ) | ( | ) | |||
Right of use asset | ( | ) | — | ||||
Pensions | ( | ) | |||||
Gross deferred tax liabilities | ( | ) | ( | ) | |||
Net Deferred Tax Assets | $ | $ |
2020 | 2019 | ||||||
Net non-current asset | $ | $ | |||||
Net Deferred Tax Assets | $ | $ |
(In thousands) | 2020 | 2019 | 2018 | ||||||||
Unrecognized Tax Benefit – Beginning of Period | $ | $ | $ | ||||||||
Gross Increases (Decreases) – Tax Positions in a Prior Period | ( | ) | |||||||||
Gross Increases (Decreases) – Tax Positions in a Current Period | ( | ) | ( | ) | |||||||
Settlements | ( | ) | |||||||||
Lapse of Statutes of Limitations | ( | ) | ( | ) | ( | ) | |||||
Unrecognized Tax Benefit – End of Period | $ | $ | $ |
Pension Benefits | Other Benefits | ||||||||||||||
(In thousands) | 2020 | 2019 | 2020 | 2019 | |||||||||||
Fair value of plan assets at beginning of year | $ | $ | $ | $ | |||||||||||
Actual gain on plan assets | |||||||||||||||
Employer contributions | |||||||||||||||
Plan participants’ contributions | |||||||||||||||
Benefits paid | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Asset transfer | ( | ) | |||||||||||||
Fair Value of Plan Assets at End of Year | $ | $ |
Pension Benefits | Other Benefits | ||||||||||||||
(In thousands) | 2020 | 2019 | 2020 | 2019 | |||||||||||
Benefit obligation at beginning of year | $ | $ | $ | $ | |||||||||||
Service cost - ongoing operations | |||||||||||||||
Service cost - discontinued operations | |||||||||||||||
Interest cost - ongoing operations | |||||||||||||||
Interest cost - discontinued operations | |||||||||||||||
Plan participants’ contributions | |||||||||||||||
Effect of plan change | ( | ) | |||||||||||||
Asset transfer | ( | ) | |||||||||||||
Benefits paid | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Actuarial (gain) loss | ( | ) | ( | ) | |||||||||||
Benefit Obligation at End of Year | $ | $ | $ | $ | |||||||||||
Funded Status at End of Year | $ | $ | $ | ( | ) | $ | ( | ) |
Pension Benefits | Other Benefits | ||||||||||||||
(In thousands) | 2020 | 2019 | 2020 | 2019 | |||||||||||
Noncurrent assets | $ | $ | $ | $ | |||||||||||
Current liabilities | ( | ) | ( | ) | |||||||||||
Noncurrent liabilities | ( | ) | ( | ) | |||||||||||
Net Amount Recognized | $ | $ | $ | ( | ) | $ | ( | ) |
Pension Benefits | Other Benefits | ||||||||||||||
(In thousands) | 2020 | 2019 | 2020 | 2019 | |||||||||||
Prior service cost | $ | $ | $ | ( | ) | $ | ( | ) | |||||||
Net loss (gain) | ( | ) | |||||||||||||
Total Recognized in Accumulated Other Comprehensive Loss | $ | $ | $ | $ | ( | ) |
(In thousands) | February 1, 2020 | February 2, 2019 | |||||
Projected benefit obligation | $ | $ | |||||
Accumulated benefit obligation | |||||||
Fair value of plan assets |
Pension Benefits | Other Benefits | ||||||||||||||||||||||
(In thousands) | 2020 | 2019 | 2018 | 2020 | 2019 | 2018 | |||||||||||||||||
Service cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Interest cost | |||||||||||||||||||||||
Expected return on plan assets | ( | ) | ( | ) | ( | ) | |||||||||||||||||
Amortization: | |||||||||||||||||||||||
Prior service cost | ( | ) | ( | ) | |||||||||||||||||||
Losses | |||||||||||||||||||||||
Net amortization | ( | ) | ( | ) | |||||||||||||||||||
Other components of net periodic benefit cost | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||
Net Periodic Benefit Cost - Ongoing Operations | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||
Net Periodic Benefit Cost - Discontinued Operations | $ | $ | $ | $ | $ | ( | ) | $ |
Pension Benefits | Other Benefits | ||||||
(In thousands) | 2020 | 2020 | |||||
Net (gain) loss | $ | $ | |||||
Amortization of prior service cost | |||||||
Settlement charge | ( | ) | |||||
Amortization of net actuarial loss | ( | ) | ( | ) | |||
Total Recognized in Other Comprehensive Income | $ | ( | ) | $ | |||
Total Recognized in Net Periodic Benefit Cost and Other Comprehensive Income | $ | ( | ) | $ |
Pension Benefits | Other Benefits | |||||||||
2020 | 2019 | 2020 | 2019 | |||||||
Discount rate | NA | % | % | % | ||||||
Rate of compensation increase | NA | NA | NA | NA |
Pension Benefits | Other Benefits | ||||||||||||||||
2020 | 2019 | 2018 | 2020 | 2019 | 2018 | ||||||||||||
Discount rate | % | % | % | % | % | % | |||||||||||
Expected long-term rate of return on plan assets | % | % | % | NA | NA | NA | |||||||||||
Rate of compensation increase | NA | NA | NA | NA | NA | NA |
2020 | 2019 | ||||
Health care cost trend rate assumed for next year | % | % | |||
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) | % | % | |||
Year that the rate reaches the ultimate trend rate |
(In thousands) | 1% Increase in Rates | 1% Decrease in Rates | |||||
Aggregated service and interest cost | $ | $ | |||||
Accumulated postretirement benefit obligation | $ | $ |
Estimated future payments | Other Benefits ($ in millions) | |||
2020 | $ | |||
2021 | ||||
2022 | ||||
2023 | ||||
2024 | ||||
2025 – 2029 |
Fiscal Year | ||||||
(Shares in thousands) | 2020 | 2019 | 2018 | |||
Weighted-average number of shares - basic | ||||||
Common stock equivalents | ||||||
Weighted-average number of shares - diluted |
Nonvested Restricted Shares | Shares | Weighted-Average Grant-Date Fair Value | |||
Nonvested at January 28, 2017 | $ | ||||
Granted | |||||
Vested | ( | ) | |||
Withheld for federal taxes | ( | ) | |||
Forfeited | ( | ) | |||
Nonvested at February 3, 2018 | |||||
Granted | |||||
Vested | ( | ) | |||
Withheld for federal taxes | ( | ) | |||
Forfeited | ( | ) | |||
Nonvested at February 2, 2019 | |||||
Granted | |||||
Vested | ( | ) | |||
Withheld for federal taxes | ( | ) | |||
Forfeited | ( | ) | |||
Nonvested at February 1, 2020 | $ |
Fiscal 2020 | |||||||||||||||||||||||
Journeys Group | Schuh Group | Johnston & Murphy Group | Licensed Brands | Corporate & Other | Consolidated | ||||||||||||||||||
(In thousands) | |||||||||||||||||||||||
Sales | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Intercompany sales | |||||||||||||||||||||||
Net sales to external customers | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Segment operating income (loss) | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||
Asset impairments and other(1) | ( | ) | ( | ) | |||||||||||||||||||
Operating income | ( | ) | ( | ) | |||||||||||||||||||
Other components of net periodic benefit cost | |||||||||||||||||||||||
Interest expense | ( | ) | ( | ) | |||||||||||||||||||
Interest income | |||||||||||||||||||||||
Earnings from continuing operations before income taxes | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||
Total assets(2) | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Depreciation and amortization | |||||||||||||||||||||||
Capital expenditures |
Fiscal 2019 | |||||||||||||||||||||||
Journeys Group | Schuh Group | Johnston & Murphy Group | Licensed Brands | Corporate & Other | Consolidated | ||||||||||||||||||
(In thousands) | |||||||||||||||||||||||
Sales | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Intercompany sales | ( | ) | ( | ) | |||||||||||||||||||
Net sales to external customers | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Segment operating income (loss) | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||
Asset impairments and other(1) | ( | ) | ( | ) | |||||||||||||||||||
Operating income | ( | ) | ( | ) | |||||||||||||||||||
Loss on early retirement of debt | ( | ) | ( | ) | |||||||||||||||||||
Other components of net periodic benefit cost | |||||||||||||||||||||||
Interest expense | ( | ) | ( | ) | |||||||||||||||||||
Interest income | |||||||||||||||||||||||
Earnings from continuing operations before income taxes | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||
Total assets(2) | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Depreciation and amortization(3) | |||||||||||||||||||||||
Capital expenditures(4) |
Fiscal 2018 | |||||||||||||||||||||||
Journeys Group | Schuh Group | Johnston & Murphy Group | Licensed Brands | Corporate & Other | Consolidated | ||||||||||||||||||
(In thousands) | |||||||||||||||||||||||
Sales | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Intercompany sales | ( | ) | ( | ) | |||||||||||||||||||
Net sales to external customers | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Segment operating income (loss) | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||
Asset impairments and other(1) | ( | ) | ( | ) | |||||||||||||||||||
Operating income | ( | ) | ( | ) | |||||||||||||||||||
Other components of net periodic benefit cost | |||||||||||||||||||||||
Interest expense | ( | ) | ( | ) | |||||||||||||||||||
Interest income | |||||||||||||||||||||||
Earnings from continuing operations before income taxes | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||
Total assets ongoing operations | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Assets from discontinued operations | |||||||||||||||||||||||
Total assets(2) | |||||||||||||||||||||||
Depreciation and amortization(3) | |||||||||||||||||||||||
Capital expenditures(4) |
Fiscal Year | ||||||
2019 | 2018 | |||||
Net sales | $ | $ | ||||
Cost of sales | ||||||
Selling and administrative expenses | ||||||
Goodwill and trademark impairment | ||||||
Asset impairments and other, net | ||||||
Loss on sale of Lids Sports Group | ( | ) | ||||
Other components of net periodic benefit cost | ( | ) | ( | ) | ||
Provision for discontinued operations(1) | ( | ) | ( | ) | ||
Loss from discontinued operations before taxes | ( | ) | ( | ) | ||
Income tax benefit | ( | ) | ( | ) | ||
Loss from discontinued operations, net of tax | $ | ( | ) | $ | ( | ) |
Fiscal Year | ||||||
(In thousands) | 2019 | 2018 | ||||
Depreciation and amortization | $ | $ | ||||
Capital expenditures | ||||||
Impairment of intangible assets | ||||||
Impairment of long-lived assets |
(In thousands, | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | Fiscal Year | |||||||||||||||||||||||||||||||||||
except per share amounts) | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||||||||||||
Net sales | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
Gross margin | ||||||||||||||||||||||||||||||||||||||||
Earnings from continuing operations before income taxes | (1) | (2) | (4) | (5) | (7) | (8) | ||||||||||||||||||||||||||||||||||
Earnings (loss) from continuing operations | ( | ) | ||||||||||||||||||||||||||||||||||||||
Net earnings (loss) | ( | ) | (3) | ( | ) | (6) | ( | ) | (9) | ( | ) | |||||||||||||||||||||||||||||
Diluted earnings (loss) per common share: | ||||||||||||||||||||||||||||||||||||||||
Continuing operations | ||||||||||||||||||||||||||||||||||||||||
Net earnings (loss) | ( | ) | ( | ) | ( | ) |
Plan Category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) | (b) Weighted-average exercise price of outstanding options, warrants and rights | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (2) | ||||||
Equity compensation plans approved by security holders | 1,800 | $ | — | 951,120 | |||||
Equity compensation plans not approved by security holders | — | — | — | ||||||
Total | 1,800 | $ | — | 951,120 |
(1) | Restricted stock units issued to certain employees at no cost. |
(2) | Such shares may be issued as restricted shares or other forms of stock-based compensation pursuant to our stock incentive plans. |
* | For additional information concerning our equity compensation plans, see the discussion in Note 13 Share-Based Compensation Plans. |
(2) | a. | ||
b. | |||
(3) | a. | ||
b. | |||
(4) | a. | ||
b. | |||
(10) | a. | ||
b. |
c. | |||
d. | |||
e. | |||
f. | |||
g. | |||
h. | |||
i. | |||
j. | |||
k. | |||
l. | |||
m. | |||
n. | Form of Indemnification Agreement For Directors. Incorporated by reference to Exhibit (10)m to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 1993 (File No.1-3083). | ||
o. | |||
p. | |||
q. | |||
r. | |||
s. | |||
t. | |||
u. |
v. | |||
w. | |||
x. | |||
y. | |||
z. | |||
aa. | |||
bb. | |||
cc. | |||
dd. | |||
ee. | |||
(21) | |||
(23) | |||
(24) | |||
(31.1) | |||
(31.2) | |||
(32.1) | |||
(32.2) | |||
101.INS | Inline XBRL Instance Document (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.) | ||
101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment. |
/s/ Ernst & Young LLP | |
Nashville, Tennessee | |
April 1, 2020 |
GENESCO INC. | ||
By: | /s/Melvin G. Tucker | |
Melvin G. Tucker | ||
Senior Vice President – Finance and | ||
Chief Financial Officer |
/s/Mimi Eckel Vaughn | President, Chief Executive Officer | |
Mimi Eckel Vaughn | and a Director | |
(Principal Executive Officer) | ||
/s/Melvin G. Tucker | Senior Vice President – Finance and | |
Melvin G. Tucker | Chief Financial Officer | |
(Principal Financial Officer) | ||
/s/Brently G. Baxter | Vice President and Chief Accounting Officer | |
Brently G. Baxter | (Principal Accounting Officer) | |
Directors: | ||
Joanna Barsh* | Marty G. Dickens* | |
James W. Bradford* | Thurgood Marshall, Jr.* | |
Robert J. Dennis* | Kathleen Mason* | |
Matthew C. Diamond* | Kevin P. McDermott* | |
*By | /s/Scott E. Becker |
Scott E. Becker | |
Attorney-In-Fact |
(In thousands) | Beginning Balance | Charged to Profit and Loss | Additions (Reductions) | Ending Balance | |||||||||||
Allowances deducted from assets in the balance sheet: | |||||||||||||||
Accounts Receivable Allowances | $ | $ | $ | ( | ) | $ | |||||||||
Markdown Allowance (1) | $ | $ | $ | ( | ) | $ |
(In thousands) | Beginning Balance | Charged to Profit and Loss | Reductions | Ending Balance | |||||||||||
Allowances deducted from assets in the balance sheet: | |||||||||||||||
Accounts Receivable Allowances | $ | $ | $ | ( | ) | $ | |||||||||
Markdown Allowance (1) | $ | $ | $ | ( | ) | $ |
(In thousands) | Beginning Balance | Charged to Profit and Loss | Reductions | Ending Balance | |||||||||||
Allowances deducted from assets in the balance sheet: | |||||||||||||||
Accounts Receivable Allowances | $ | $ | $ | $ | |||||||||||
Markdown Allowance (1) | $ | $ | $ | ( | ) | $ |
• | the transaction is approved by a majority of directors who are not affiliated with the interested shareholder and who either were directors before such person became an interested shareholder or were chosen by a majority of such directors; or |
• | certain fair price, form of consideration and procedural requirements are met. |
• | takes place at least five years after the interested shareholder first acquired 10% or more of the voting power of any class or series of the then outstanding voting shares of the resident domestic corporation; and |
• | either is approved by at least two-thirds of the non-interested voting shares of the resident domestic corporation or satisfies fairness conditions specified in the Combination Act. |
• | the business combination or the transaction that resulted in the acquiring shareholder becoming an interested shareholder is approved by the board of directors of the resident domestic corporation prior to the date that the acquiring shareholder becomes an interested shareholder of the resident domestic corporation; or |
• | the business combination is exempt from the Combination Act because, among other things: |
◦ | in its original charter or original bylaws, the resident domestic corporation expressly elects not to be governed by the Combination Act; or |
◦ | the resident corporation enacts a charter amendment or bylaw to remove itself entirely from the Combination Act. This charter or bylaw amendment must be approved by a majority of the shareholders who have held shares for more than one year before the vote. In addition, the charter amendment or bylaw cannot become operative until two years after the vote. |
• | the director or officer acted in good faith; |
• | in the case of conduct in his or her official capacity with the corporation, the director or officer reasonably believed such conduct was in the corporation’s best interest; |
• | in all other cases, the director or officer reasonably believed that his or her conduct was not opposed to the best interest of the corporation; and |
• | in connection with any criminal proceeding, the director or officer had no reasonable cause to believe that his or her conduct was unlawful. |
• | the officer or director was adjudged liable to the corporation in a proceeding by or in the right of the corporation; |
• | the officer or director was adjudged liable on the basis that personal benefit was improperly received by him or her; or |
• | the officer or director breached his or her duty of care to the corporation. |
• | any breach of the director’s duty of loyalty; |
• | acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or |
• | any unlawful distributions. |
Title: SVP, Business Development | Title: SVP, Strategy and Shared |
LEVI STRAUSS & CO.: By: ____________________________________ Name: ___________________________________ Its: _____________________________________ | LICENSEE By: ___________________________________ Name: ___________________________________ Its: __________________________________ |
EXHIBIT C LEVI STRAUSS & CO. GLOBAL ANTI-BRIBERY & ANTI-CORRUPTION POLICY REVISED 2.4.13 |
Page | ||
Introduction | 1 | |
A. | Policy Statement and Scope | 2 |
B. | Who is a Government Official? | |
C. | What are Some Examples of Bribery, Influencing a Government Official, and Improper Actions or Conduct in Favor of LS&CO? | 4 |
D. | Travel, Entertainment and Gifts: Are They Bribes? | 5 |
E. | Donations: Are They Bribes? | 7 |
F. | Facilitating Payments: What Are These and Are They Allowed? | 7 |
G. | Third Parties: Who Are They and Why Should We Care? | 8 |
1. Due Diligence 2. Compensation and Payments to Third Parties 3. Contractual Obligations of Third Parties 4. Annual Certification by Third Parties | 9 10 10 10 | |
H. | Record-Keeping | 10 |
I. | Reporting | 11 |
J. | Annual Certification of Certain LS&CO. Employees | 11 |
K. | Legal Department/Compliance Officer Contacts | 11 |
Introduction |
A. Policy Statement and Scope |
2. | Scope of the Policy |
• | promising, authorizing, giving, or offering payment |
• | of money or anything of value (including gifts, means and entertainment and non-cash gifts and other benefits, such as offers of employment, educational placement, and charitable donations to entities related to such individuals) |
• | or providing |
• | any other benefit |
• | directly or indirectly (i.e. through third parties) |
• | to a government official or to a private person |
• | corruptly to induce the recipient to misuse his or her position or to obtain any |
• | improper advantage |
• | to win or retain business for LS&CO., or direct business to any person. |
B. Who is a Government Official? |
§ | An officer or employee of any local, provincial or national government; (for example, members of parliament, police officers, firefighters, members of the military, tax authorities, customs inspectors, etc.) |
§ | A director, officer, representative, agent or employee of any government-owned or controlled business or company (meaning that the government owns at least 30% of the stock or business, or is its largest shareholder, or controls the entity through its management, board membership or other means); |
§ | An officer or employee of a public international organization (for example, the United Nations, International Olympic Committee, International Red Cross, World Bank, etc.); |
§ | Any person acting in an official capacity or on behalf of any government or public international organization (for example, an official advisor to a government); |
§ | Any officer or employee of a political party; |
§ | Any candidate for political office; and |
§ | A close relative (for example, parent, sibling, spouse or child) of any of the above. |
C. What Are Some Examples of Bribery, Influencing Government Officials, and Improper Actions or Conduct in Favor of LS&CO.? |
§ | Cash, cash equivalents (e.g., gift checks) or loans to government officials, an employee of a client, business partner, (Making such payments to related persons, such as family members or intermediaries may also constitute bribery); |
§ | Payments for travel or entertainment or other hospitality of any person, their family members or associates, except those allowed under Section D.1 below; |
§ | Favors, including offers of employment or internships to any person, their family members or associates in circumstances where it might create a sense of obligation on the part of the recipient; |
§ | Gifts (e.g. perfume, jewelry, use of club membership) to any person, their family members or associates, except those allowed under Section D.2 below; |
§ | Donations to a charity affiliated with or sponsored by any person, his/her family members or associates; and |
§ | Political contributions to political parties or candidates. |
§ | The person would not act if you did not make the gift, and you give a gift to increase the chances that the person will take such action; and |
§ | The person has the choice to act or not and makes a decision based on the gift. |
§ | Overlooks a violation or tolerates non-compliance with relevant laws (e.g., environmental or worker safety laws) or company policies; |
§ | Does not perform a task that should otherwise be performed in accordance with that person’s duties (e.g., does not conduct a required inspection prior to issuing a permit); |
§ | Reduces customs duties; or |
§ | Grants a favorable tax treatment. |
§ | The mere appearance of influencing a government official or a private party may be sufficient to trigger an allegation that bribery has been committed. |
§ | Even an attempt to bribe a government official or a private party is unacceptable. It is still illegal even if the offer is not accepted or the payment does not achieve the desired outcome. |
§ | Even if there is no intent to exert improper influence over a government official or a private party, there is still a risk if the recipient is unduly influenced, or if the recipient perceives a gift as an attempt to influence him/her to act favorably towards LS&CO. |
§ | Even the perception of impropriety can cause embarrassment to LS&CO., damage its reputation and force the company to pay exorbitant litigation fees in its defense. |
D. Travel, Entertainment and Gifts: Are They Bribes? |
a. | The entertainment expenses must be permitted under local government rules, regulations or policies that apply to the government official(s) in question. |
b. | Entertainment must be directly related to a government official’s participation in a business meeting with LS&CO. |
c. | Entertainment must be reasonable, measured against (a) the prevailing market rates for similar expenditures; (b) the amount of the expenditure compared to the government official’s salary; and (c) custom, both locally and within the industry. Lavish or expensive travel or entertainment is prohibited. |
d. | Entertainment should be limited to no more than $50 per event and no more than $200 total in one calendar year to the same person. In exceptional circumstances, the Regional Compliance Officer or Chief Compliance Officer may authorize an exception to the entertainment limit. |
e. | Entertainment should be reasonable and not cause embarrassment to LS&CO. or damage its reputation. |
f. | Entertainment, other than routine moderately-priced meals and refreshments, must be provided in an open and transparent manner (for example, by providing the supervisor(s) of the invited party with a formal written invitation that lays out the nature of the expenses and requires a written response); otherwise, it may be viewed as an attempt to influence an official act. |
g. | No entertainment can be provided to any family member of a government official. |
h. | Do not provide cash allowances or per diems; pay vendors directly for entertainment expenses. In the exceptional circumstance where a person needs to be reimbursed for such expenses, obtain original receipts which should contain itemized descriptions of the expenses incurred; this will ensure that s/he is not also seeking reimbursement from the government. |
i. | Book all expenditures accurately in LS&CO. books and maintain records pursuant to section H below. |
j. | Do not use personal funds to do something that would be prohibited under this Policy. |
Examples of reasonable entertainment | Examples of prohibited entertainment |
• Moderately-priced meals or tickets to events (no more than $50 USD per event/meal and not more than $200 total per calendar year to the same government official) during which an LS&CO employee is present and substantial legitimate business matters are discussed. If no LS&CO. employee is present at the event or meal, such entertainment is NOT allowed. • This limit includes entertainment such as karaoke, concerts, or sporting events, as well as coffee, tea, snacks and meals. • For example, if an employee took a government official to a baseball game and later that evening decided to take the same official to dinner, the baseball game and dinner would be considered one “entertainment event”. Therefore, the total cost for both dinner and baseball game should not exceed $50 USD for that person. | • Lavish and costly dinners • Adult entertainment • Frequent entertainment |
þ | Gifts must conform with local laws. |
þ | Gifts must be of nominal value (maximum value U.S.$50 or local equivalent), and the maximum amount for giving gifts to the same government official per calendar year is U.S.$200. In exceptional circumstances, the Regional Compliance Officer or Chief Compliance Officer may authorize a gift exceeding this limit, provided it is reasonable in value. |
þ | Gifts must be given in an open and transparent manner and not to influence a government official’s or a private person’s action or conduct. |
þ | Gifts must be infrequent and exclude family members of persons. |
þ | All gifts must be properly recorded in LS&CO.’s books and records pursuant to Section H below. |
x | Gifts must never be in cash or in cash equivalents. |
x | Examples of gifts that typically meet the above requirements and are normally unproblematic include: |
o | Small mementos and sales promotional items (e.g., mugs, pens or calendars) bearing LS&CO.’ s trademarks. |
o | Customary or seasonal gifts of modest value not exceeding U.S. $50 and applicable under local law (e.g., congratulatory flowers or fruit baskets). |
E. Charitable Donations: Are They Bribes? |
§ | Any request for a donation must be made in writing and must sufficiently describe the charitable purpose of the donation, any business reason for the donation, and all details about the recipient. |
§ | The recipient must be screened to ascertain that it is an organization capable of receiving charitable donations under local law. |
§ | The recipient must be screened to determine that it has no connection to a government official or private person who is in a position to act or make a decision in favor of LS&CO. |
§ | In case of doubt, a local lawyer of good standing approved in advance by the Legal Department should confirm that the donation is lawful under the written laws and regulations of the country where the donation will be made. |
§ | The donation must be approved in writing and in advance by the general/country manager or finance director. |
§ | The recipient must issue a written receipt of the donation specifying the amount and certifying that the donation will not benefit, directly or indirectly, any government official or private person. See Attachment A for the certification form to be signed by the recipient charitable organization. |
§ | The donation must be accurately recorded in the company’s books and records pursuant to Section H below. |
E. Facilitating Payments: What Are These and Are They Allowed? |
• | Being stopped by persons claiming to be police, military, or paramilitary personnel, who demand payment as a condition of passage of persons; |
• | Being threatened with imprisonment for a routine traffic or visa violation unless a payment is made; and |
• | Being asked by persons claiming to be security personnel, immigration control, or health inspectors to pay for (or to avoid) an allegedly required inoculation or similar procedure. |
G. Third Parties: Who Are They and Why Should We Care? |
• | Obtaining required permits, licenses or other official documents (operating license, tax certificate, etc.) on behalf of LS&CO. |
• | Managing import or export requirements or deals directly with Customs Office |
• | Communicating with any municipal agencies on behalf of LS&CO. (tax office, water department, etc.) |
• | Overseeing tax and accounting related services for LS&CO. |
• | Processing governmental papers, such as visas and work permits for LS&CO. |
• | Increasing or decreasing agreed amounts on any invoice if there is no factual, documented basis; or |
• | Submitting multiple invoices if you suspect such invoices may be used in a manner contrary to LS&CO. standards, procedures or applicable laws or otherwise used improperly. |
H. Record-Keeping |
I. Reporting |
J. Annual Certification |
K. Legal Department/Compliance Officer Contacts |
Date:_____________________ | ____________________________________ | |
Signature over Printed Name of Authorized Signatory of Third Party |
1. | Brand: Levi’s® |
2. | Products: All footwear including slippers and flip flops |
3. | Territory: (i) United States, its territories and possessions; and (ii) Aruba, Bahamas, Barbados, Belize, Cayman Islands, Dominican Republic, Guyana, Haiti, Jamaica, Antigua and Barbuda, Dominica, Grenada, Saint Johns, Saint Kitts and Nevis, Saint Lucia, Saint Vincent, Sint Maarten, Suriname, Trinidad and Tobago (collectively, the “Caribbean”). The Caribbean is a Territory only for the First Annual Period; provided however that LS&Co. may in its sole discretion approve in writing the Caribbean as a Territory beyond the First Annual Period. |
4. | Initial Term: Upon consummation of the Acquisition (as set forth in Section 27.A below) (“Effective Date”) to November 30, 2024. The Initial Term shall consist of five (5) Annual Periods. Each Annual Period will commence December 1 of a given year and end November 30 of the following year except that the first Annual Period will commence as of the Effective Date and end November 30, 2020. Unless earlier terminated in accordance with the terms of the Agreement or extended by LS&Co. with respect to the Caribbean Territory, the end of the First Annual Period, November 30, 2020, shall be treated as a termination of the Agreement with respect to the Caribbean Territories, and the terms of the Agreement relating to termination shall apply with respect to the Products in such Territories, including without limitation the applicable terms of Section 14. |
5. | Exceptions to Exclusivity: LS&Co. and/or its authorized third-party partners may manufacture, market, distribute and sell in the Territory, in any sales channels, including Approved Retailers: |
a. | The Products at any concession models and shop-in-shops. |
b. | The Products that are developed in conjunction with or bearing the trademarks of other third parties (e.g. collaborations with Sanrio x Levi’s®). |
c. | Any products, including Products, that are classified as “Collections” (including without limitation Levi’s® Made & Crafted™, Levi’s® Vintage Clothing, Levi’s® Line 8, and Levi’s® Skateboarding™). |
6. | Trademarks: Exhibit 1 |
7. | Design Schedule: Exhibit 2 |
8. | Approved Retailers: |
a. | Exhibit 3 (First Quality Approved Retailers) |
b. | Exhibit 4 (Second Quality Approved Retailers and MFO Retailers). |
9. | Approved Distributors: Exhibit 5 |
10. | Approved Manufacturers: Exhibit 6 |
11. | Other Relationships: Exhibit 7 |
12. | National Branded Trademarks and Private Label-Captive Branded Trademarks: Exhibit 8 |
13. | Form Royalty Report: Exhibit 9 or as provided by LS&Co. |
14. | Sales Plan: Exhibit 10 |
15. | Competitors: Exhibit 11 |
a. | Renewal Term: One (1) additional four (4) year term, commencing on December 1, 2024 and ending on November 30, 2028. |
b. | Renewal Notice Period: April 30, 2023 to May 30, 2023. |
c. | If the Agreement is renewed, the First Quality Earned Royalties, Second Quality Earned Royalties, and MFO Earned Royalties during the Renewal Term shall be [***] percent ([***]%) [***]. For purposes of clarity, the Marketing Spend shall remain the same for the Renewal Term. |
18. | Earned Royalty: |
Annual Period | First Quality Earned Royalties | Second Quality Earned Royalties | MFO Earned Royalties |
2020 | [***]% | [***]% | [***]% |
2021 | [***]% | [***]% | [***]% |
2022 | [***]% | [***]% | [***]% |
2023 | [***]% | [***]% | [***]% |
2024 | [***]% | [***]% | [***]% |
19. | Second Quality Threshold: None |
20. | Guaranteed Minimum Royalty: The Guaranteed Minimum Royalty in the Initial Term shall be the following: |
Annual Period | Guaranteed Minimum Royalty (U.S. Dollars $) |
2020 | $[***]* |
2021 | $[***] |
2022 | $[***] |
2023 | $[***] |
2024 | $[***] |
20. | Guaranteed Marketing Contribution: [***] |
21. | Excess Marketing Payment: [***] |
22. | Earned Marketing Contribution: [***] |
Annual Period | United States | Earned Marketing Contribution (U.S. Dollars $) |
2020 | [***]% | $[***]* |
2021 | [***]% | $[***] |
2022 | [***]% | $[***] |
2023 | [***]% | $[***] |
2024 | [***]% | $[***] |
23. | Marketing Spend: [***]% of the Projected Minimum Non-Value Channel Net Sales (as defined herein) for that Annual Period as reflected in Exhibit 10. [***] |
24. | Named Personnel (pursuant to Section 7 of the T&C): |
a. | Name of initial Designer: Michael Blankinship |
b. | Name of initial Manager: Andrew Gilbert |
25. | Breach Threshold: [***] |
26. | Notice Address: |
27. | Condition Precedent to Effectiveness of Agreement: |
a. | As a condition precedent to the effectiveness of this Agreement (and LS&Co.’s and Licensee’s respective rights and obligations hereunder), Licensee or an Affiliate thereof shall acquire a 100% ownership interest in all or substantially all the assets of each of the following entities: (i) Togast LLC, (ii) Togast Direct, LLC, and (iii) TGB Design, LLC by January 2, 2020 (“Acquisition”). If the Acquisition is consummated, this Agreement shall be effective upon the consummation of the Acquisition. In the event the Acquisition is not consummated, (i) the Agreement shall be null and void without further action by the parties, and (ii) each party, on behalf of itself and any Affiliate, waives any claim or action against the other arising from or resulting from or in any way connected with this Agreement. Notwithstanding the foregoing, the confidentiality terms in this Agreement shall apply to the parties upon execution of this Agreement and such obligations shall survive, even if the Acquisition is not consummated. |
28. | Other Terms modified in the T&C: |
A. | [***] |
B. | [***] |
C. | Section 2.2: This Section is deleted. |
1. | The following renewal terms shall apply to this Agreement: |
2. | [***] |
E. | Section 3.4(a): All royalty payments shall be received by LS&Co. by the 30th day of each Quarter based on Net Sales of the previous Quarter just ended. |
F. | Section 4.3: This Section is deleted. |
G. | Section 4.4: The following is added to the end of the last sentence: “except for references to the Brand in general HR materials.” |
H. | Section 4.8: This Section is deleted. |
I. | Section 5.2: |
a. | The term “[***] ([***]) Styles” is changed to “[***] ([***]) Styles” in the first sentence in this Section. |
b. | [***] |
c. | The last two sentences in this Section are deleted and replaced with the following: “Design approval granted by LS&Co. shall remain in effect for the Quarter for which it was granted and eleven (11) Quarters thereafter.” |
J. | Section 6.1: |
K. | Section 6.3: |
a. | The following is added to the beginning of the first sentence of Section 6.3: “Subject to the last sentence in Section 5.2,” |
b. | [***] |
L. | Section 6.4: The second sentence of this Section is deleted and replaced with the following: “Licensee shall provide to LS&Co. additional production lines or portions of lines of Products at LS&Co.’s request upon payment by LS&Co. of an amount equal to Licensee's landed cost for the Products if shipped to LS&Co. from the United States and the terms of sale will be agreed to by the parties in writing based on cost of goods and actual costs if shipped to LS&Co. from a non-United States location.” |
M. | Section 6.6: The following is added to the end of this Section: “LS&Co. will provide written notice of any changes (which may include invites to or notices of seminars, conferences, or webcasts addressing such changes) to the LS&Co. Restricted Substance List and LS&Co.’s Animal Welfare Policy.” |
N. | Section 7.3: The last sentence of this Section is deleted and replaced with the following: “If at any time LS&Co. disapproves of such an individual, the parties will work in good faith to resolve such issue.” |
O. | Section 8.5: The second and third sentence in this Section is deleted and replaced with the following: |
Q. | Section 9.2: The following is added to the end of this Section: |
R. | Section 9.4: This Section is deleted and replaced with the following: “If Licensee is no longer a publicly traded company, Licensee shall provide LS&Co. with immediate written notice if at any time during the Term of this Agreement Licensee is, or reasonably believes that it is likely to become, insolvent in that Licensee is unable to pay its debts as they become due, or balance sheet insolvent in that the value of Licensee’s assets are less than the amount of its liabilities.” |
S. | Section 10.1: The following is added to the end of this Section: “LS&Co. will provide written notice of any changes (including through invites to or notices of seminars, conferences, and webcasts addressing such changes) to the GSOG.” |
T. | Section 10.6(a): References to the term “shareholders”, “partner(s)” and “Affiliate company of Licensee” is deleted in this Section. |
U. | Section 10.7: The second sentence in this Section is deleted and replaced with the following: “In connection with such compliance, Licensee certifies, represents, and warrants that none of its respective property or interests are “blocked” under any of the Anti-Terrorism Laws and that neither Licensee nor any of its directors, officers, or senior managers of Licensee’s Licensed Brands division are in violation of any of the Anti-Terrorism Laws.” |
V. | Section 11.2: This Section is deleted and replaced with the following: “Except as provided herein, (i) rights in and to all Products and any other item furnished to Licensee under this Agreement will be the sole and exclusive property of LS&Co; and (ii) rights in and to Licensee Intellectual Property (as defined herein) will be the sole and exclusive property of Licensee.” |
W. | Section 11.6: The following is added to the end of this Section: “During the Term, Licensee may use the Trademarks on stationary and business cards provided that such material clearly indicates that Licensee is a licensee of LS&Co. (for example, by including the legend “Authorized Levi Strauss & Co. Licensee” on the material) and does not give the impression that Licensee and LS&Co. are otherwise related. The material shall be subject to LS&Co.’s approval and shall be modified by Licensee pursuant to LS&Co.’s instructions.” |
X. | Section 11.10: This Section is deleted and replaced with the following: |
Y. | Section 11.11: This Section is deleted and replaced with the following: |
Z. | Section 11.13: This Section is deleted and replaced with the following: |
AA. | Section 12.2: Section 12.2 is deleted and replaced with the following: |
a. | The term “[***]” in this Section is deleted and replaced with “[***]”. |
b. | [***] |
GG. | Section 15.3: The first sentence in this Section is deleted and replaced with the following: “Licensee shall administer consumer claims notification, assessment and any processing of payments for such claim. In the event a claim exceeds [***] per incident, (i) Licensee shall promptly notify LS&Co. in writing, (ii) advise LS&Co. of its proposed resolution of such claim prior to actual resolution and (iii) LS&Co. reserves the right to resolve such claim at LS&Co.’s sole expense and provide input on resolution of such claim. In the event that LS&Co. receives notification of a consumer claim related to the Products, LS&Co. shall promptly notify Licensee of such claim.” |
HH. | Section 15.4: A new Section 15.4 is hereby added: |
“Section 15.4 | Waiver of Consequential Damages. NOTWITHSTANDING ANYTHING HEREIN OR IN ANY OTHER AGREEMENT BETWEEN THE PARTIES TO THE |
a. | Subsection (a) of this Section is deleted and replaced with the following: “Commercial General/Public Liability insurance, $5 million per occurrence, including ongoing operations, products and completed operations (extending coverage to all products utilizing any of the Trademarks or related marks), personal and advertising injury, and contractual liability, at least as favorable to all insureds in all respects.” |
b. | The first clause of Subsection (b) of this Section is deleted and replaced with the following: “Cyber/ Media Liability appropriate to Licensee’s business, with limits of at least $5 million per claim and which at a minimum provides coverage for claims arising from:”. |
JJ. | Section 16.2: |
a. | Subsection (c) of this Section is deleted. |
b. | Subsection (d) of this Section is deleted. |
a. | The third sentence of Subsection (a) is deleted and replaced with the following: “Should Licensee’s insurance expire during the term of this Agreement or an extension thereof, Certificates of Insurance evidencing the renewal of Licensee’s required insurance must be received by LS&Co. five (5) days post the expiration of Licensee’s insurance.” |
b. | Subsection (b) of this Section is deleted. |
a. | The first sentence in this Section is replaced with the following: “Licensee may not assign this Agreement or any rights granted under this Agreement, or delegate any of its obligations under this Agreement, without first obtaining the written approval of LS&Co., and LS&Co. may require payment of a transactional fee to LS&Co. equal to [***] (the “Transactional Fee”); provided that LS&Co. has provided documentation supporting such Transactional Fee.” |
b. | The sixth and seventh sentence in this Section is deleted and replaced with the following: |
“In addition, any transaction or event in which the Licensee itself acquires, in any manner (including those set forth above), an ownership interest of any entity listed in Exhibit 11 of a Schedule shall be treated as a Change in Control for the purposes of this Agreement; provided, that in no event shall a [***] be payable in connection with such transaction or event. LS&Co. may update Exhibit 11 in its sole discretion each time the Agreement is renewed or as of the effective date if the parties enter into a new trademark license agreement with Licensee for the Products. Except to the extent prohibited by confidentiality provisions in an agreement, or by law, regulatory authority, or court order Licensee shall notify LS&Co. in writing of any contemplated Change in Control at least [***] days prior to the expected date the Change in Control occurs and actual Change in Control within [***] days after its occurrence.” |
NN. | Section 19: The fifth sentence is deleted and replaced with the following: “If LS&Co. fails to affirmatively approve or disapprove of an item or matter within ten (10) business days after submittal to LS&Co., then Licensee shall contact [***] or other LS&Co. designee. Such individual or his or her designee shall use commercially reasonable efforts to affirmatively approve or disapprove of the submission within five (5) business days of Licensee’s second notice to LS&Co.” |
OO. | Exhibit A: |
a. | Definition of “Competitive Products” is deleted and replaced with the following: |
b. | Definition of “Generic Designs” is added to this Exhibit: |
c. | Definition of “Intellectual Property” is deleted and replaced with the following: |
PP. | Exhibit B: This Exhibit is deleted. The parties shall agree upon the terms of sale for Products sold to LS&Co. in an addendum to this Agreement. |
29. | Additional Terms: |
B. | LS&Co. Coordination: |
C. | Sales Channel Limitations: As used herein “Value Channel Net Sales” means Net Sales of Second Quality Products and MFO Products to Second Quality Approved Retailers and MFO Retailers in an Annual Period. “Non-Value Channel Net Sales” means Net Sales of First Quality Products to First Quality Approved Retailers in an Annual Period. |
Year | Annual Period | Non Value Channel Net Sales (% of total sales) | Value Channel Net Sales (% of total sales) |
Year 1 | Effective Date– 11/30/2020 | [***]% | [***]% |
Year 2 | 12/1/2020 – 11/30/2021 | [***]% | [***]% |
Year 3 | 12/1/2021 – 11/30/2022 | [***]% | [***]% |
Year 4 | 12/1/2022 – 11/30/2023 | [***]% | [***]% |
Year 5 | 12/1/2023 – 11/30/2024 | [***]% | [***]% |
Year | Annual Period | Non Value Channel Net Sales (% of total sales) | Value Channel Net Sales (% of total sales) |
Year 6 | 12/1/2024– 11/30/2025 | [***]% | [***]% |
Year 7 | 12/1/2025 – 11/30/2026 | [***]% | [***]% |
Year 8 | 12/1/2026 – 11/30/2027 | [***]% | [***]% |
Year 9 | 12/1/2027 – 11/30/2028 | [***]% | [***]% |
D. | Adult / Children Sales Mix: During the Term, for each Annual Period, Net Sales of adult Products as a percentage of total sales shall be between [***] percent ([***]%) and [***] percent ([***]%) and Net Sales |
E. | Additional Event of Default. Any sales of Products by Licensee that do not comply with the requirements in this Section 29.C. or 29.D shall each be deemed an uncurable Event of Default under Section 13.1 of the T&C. |
Period | Calendar | Minimum Renewal Sales |
Year 1 | Effective Date – 11/30/2020 | $[***]* |
Year 2 | 12/1/2020 – 11/30/2021 | $[***] |
Year 3 | 12/1/2021 – 11/30/2022 | $[***] |
Year 4 | 12/1/2022 – 11/30/2023 | $[***] |
Year 5 | 12/1/2023 – 11/30/2024 | $[***] |
1. | General |
a. | Licensee represents and warrants that it will comply with applicable privacy and data protection laws, rules, directives, regulations (“Data Privacy Laws”) of the Territory in relation to the collection, use, storage, disclosure and handling of all data collected by Licensee in connection with the manufacture, advertising, distribution and sale of Products that constitutes personally identifiable information, personal information, or personal data (“Data”) under such Data Privacy Laws. The parties agree that Data shall not include business contact information of the Parties collected in the ordinary course of business. |
b. | Licensee will implement and maintain administrative, physical and technical safeguards meeting good industry standards designed to prevent the accidental or unauthorized access, collection, receipt, transmission, storage, disposal, use, alteration, processing, disclosure, destruction or loss of Data. |
c. | When fulfilling its obligations under the Agreement, Licensee will provide consumers with all applicable notices required under Data Privacy Laws, and will collect, process and store all opt ins, consents and requests (such as opt out requests) in compliance with Data Privacy Laws. |
2. | PCI DSS Compliance |
a. | If applicable to Licensee’s performance under the Agreement, Licensee shall at all times, at its sole cost, ensure that it complies with the Payment Card Industry (“PCI”) Data Security Standards (“PCI DSS”) requirements for securing and protecting cardholder data that are prescribed by the PCI Security Standards Council, as they may be amended from time to time (collectively, the “PCI Requirements”). |
3. | Security Incidents. |
a. | In the event of an actual or Suspected (as defined below) unlawful or accidental destruction, loss, unauthorized disclosure of, or access to, Data in Licensee’s or in its subcontractors’ possession (“Security Incident”), Licensee is responsible for (a) remedying the Security Incident, preventing any further Security Incidents, and applying appropriate remediation efforts designed to prevent a recurrence of the Security Incident at Licensee’s expense in accordance with Data Privacy Laws; (b) providing notifications to regulatory authorities and consumers in accordance with Data Privacy Laws; and (c) notifying LS&Co. of the Security Incident within [***] hours of bringing such Security Incident to the attention of Licensee’s senior management (except to the extent such notification is prohibited by Data Privacy Laws or law enforcement). Without in any way limiting Licensee’s indemnification obligations in Section 15.2 of the T&C, Licensee shall also indemnify and hold harmless LS&Co. and its Affiliates, directors, officers, employees and agents against any and all liability, claims, causes of action, suits, judgments, settlements, penalties, regulatory fines, damages and expenses (including reasonable attorney’s' fees and expenses in disputes, investigations or proceedings |
4. | Data Transfer |
a. | The parties agree that in the event either party will provide Data to the other party, the parties shall enter into a separate data transfer agreement containing provisions designed to protect such information and data in compliance with Data Privacy Laws. |
1. | Brand: Dockers® |
2. | Products: Men’s Footwear, excluding flip flops and slippers |
3. | Territory: (i) United States, its territories and possessions; (ii) Canada; (iii) Costa Rica, Nicaragua, Honduras, El Salvador, Guatemala, Belize, Panama, Columbia, Ecuador, Bolivia, Venezuela (collectively, “LATAM”); (iv) Mexico; and (v) Aruba, Bahamas, Barbados, Belize, Cayman Islands, Dominican Republic, Guyana, Haiti, Jamaica, Antigua and Barbuda, Dominica, Grenada, Saint Johns, Saint Kitts and Nevis, Saint Lucia, Saint Vincent, Sint Maarten, Suriname, Trinidad and Tobago (collectively, the “Caribbean”). Mexico, LATAM, and the Caribbean are Territories only for the First Annual Period; provided however that LS&Co. may in its sole discretion approve in writing the Caribbean as a Territory beyond the First Annual Period. |
4. | Initial Term: January 2, 2020 (“Effective Date”) to November 30, 2024. The Term shall consist of 5 Annual Periods. Each Annual Period will commence December 1 of a given year and end November 30 of the following year except for the first Annual Period which will commence as of January 2, 2020 and end November 30, 2020. Unless earlier terminated in accordance with the terms of the Agreement or extended by LS&Co. with respect to the Caribbean Territory, the end of the First Annual Period, November 30, 2020, shall be treated as a termination of the Agreement with respect to the LATAM, Mexico, and Caribbean Territories, and the terms of the Agreement relating to termination shall apply with respect to the Products in such Territories, including without limitation the applicable terms of Section 14. |
5. | Exceptions to Exclusivity: LS&Co. and/or its authorized third-party partners may manufacture, market, distribute and sell in the Territory, in any sales channels, including Approved Retailers: |
a. | The Products at any concession models and shop-in-shops. |
b. | The Products that are developed in conjunction with or bearing the trademarks of other third parties (e.g. collaborations with Karla x Dockers®). |
2. | Trademarks: Exhibit 1 |
3. | Design Schedule: Exhibit 2 |
4. | Approved Retailers: |
a. | Exhibit 3 (First Quality Approved Retailers) |
b. | Exhibit 4 (Second Quality Approved Retailers and MFO Retailers). |
5. | Approved Distributors: Exhibit 5 |
6. | Approved Manufacturers: Exhibit 6 |
7. | Other Relationships: Exhibit 7 |
8. | National Branded Trademarks and Private Label-Captive Branded Trademarks: Exhibit 8 |
9. | Form Royalty Report: Exhibit 9 |
10. | Sales Plan: Exhibit 10 |
11. | Competitors: Exhibit 11 |
12. | Renewal Notice Period: September 1, 2023 to November 30, 2023. |
13. | Data Security and Privacy Obligations: Exhibit 12 |
14. | Earned Royalty: |
Annual Period | First Quality Earned Royalties | Second Quality Earned Royalties | MFO Earned Royalties |
2020 | [***]% | [***]% | [***]% |
2021 | [***]% | [***]% | [***]% |
2022 | [***]% | [***]% | [***]% |
2023 | [***]% | [***]% | [***]% |
2024 | [***]% | [***]% | [***]% |
16. | Guaranteed Minimum Royalty: The Guaranteed Minimum Royalty shall be [***] percent ([***]%) of the First Quality Earned Royalties set forth in the Sales Plan, as designated in the table below in U.S. dollars. For avoidance of doubt, non First Quality Earned Royalties (i.e., Second Quality Earned Royalties and MFO Earned Royalties) shall not count towards Guaranteed Minimum Royalty obligations and must be paid to LS&Co. directly. |
Annual Period | U.S. | Canada | Mexico | LATAM |
2020* | [***] | [***] | [***] | [***] |
2021 | [***] | [***] | [***] | [***] |
2022 | [***] | [***] | [***] | [***] |
2023 | [***] | [***] | [***] | [***] |
2024 | [***] | [***] | [***] | [***] |
17. | Guaranteed Marketing Contribution: [***] |
18. | Excess Marketing Payment: [***] |
19. | Earned Marketing Contribution: The Earned Marketing Contribution will be [***]% of Net Sales and based annually on the Sales Plan submitted to LS&Co. on or before September 1 of each Annual Period. [***] |
Earned Marketing Contribution (% of Aggregate Net Sales) | |
Annual Period | |
2020 | [***]% |
2021 | [***]% |
2022 | [***]% |
2023 | [***]% |
2024 | [***]% |
20. | Marketing Spend: [***]% of the projected aggregate Net Sales on First Quality Products for that Annual Period as reflected by the Sales Plan. [***] |
21. | Named Personnel (pursuant to Section 7 of the T&C): |
a. | Name of initial Designer: Michael Blankinship |
b. | Name of initial Manager: Andrew Gilbert |
22. | Breach Threshold: |
23. | Notice Address: |
28. | Other Terms modified in the T&C: |
E. | Section 3.4(a): All royalty payments shall be received by LS&Co. by the 30th day of each Quarter based on Net Sales of the previous Quarter just ended. |
F. | Section 4.3: This Section is deleted. |
G. | Section 4.4: The following is added to the end of the last sentence: “except for references to the Brand in general HR materials.” |
H. | Section 4.8: This Section is deleted. |
I. | Section 5.2: |
a. | The term “[***] ([***]) Styles” is changed to “[***] ([***]) Styles” in the first sentence in this Section. |
b. | [***] |
c. | The last two sentences in this Section are deleted and replaced with the following: “Design approval granted by LS&Co. shall remain in effect for the Quarter for which it was granted and eleven (11) Quarters thereafter.” |
J. | Section 6.1: |
K. | Section 6.3: |
a. | The following is added to the beginning of the first sentence of Section 6.3: “Subject to the last sentence in Section 5.2,” |
b. | [***] |
M. | Section 6.6: The following is added to the end of this Section: “LS&Co. will provide written notice of any changes (which may include invites to or notices of seminars, conferences, or webcasts addressing such changes) to the LS&Co. Restricted Substance List and LS&Co.’s Animal Welfare Policy.” |
N. | Section 7.3: The last sentence of this Section is deleted and replaced with the following: “If at any time LS&Co. disapproves of such an individual, the parties will work in good faith to resolve such issue.” |
O. | Section 8.5: The second and third sentence in this Section is deleted and replaced with the following: |
Q. | Section 9.2: The following is added to the end of this Section: |
R. | Section 9.4: This Section is deleted and replaced with the following: “If Licensee is no longer a publicly traded company, Licensee shall provide LS&Co. with immediate written notice if at any time during the Term of this Agreement Licensee is, or reasonably believes that it is likely to become, insolvent in that Licensee is unable to pay its debts as they become due, or balance sheet insolvent in that the value of Licensee’s assets are less than the amount of its liabilities.” |
S. | Section 10.1: The following is added to the end of this Section: “LS&Co. will provide written notice of any changes (including through invites to or notices of seminars, conferences, and webcasts addressing such changes) to the GSOG.” |
T. | Section 10.6(a): References to the term “shareholders”, “partner(s)” and “Affiliate company of Licensee” is deleted in this Section. |
U. | Section 10.7: The second sentence in this Section is deleted and replaced with the following: “In connection with such compliance, Licensee certifies, represents, and warrants that none of its respective property or interests are “blocked” under any of the Anti-Terrorism Laws and that neither Licensee nor any of its directors, officers, or senior managers of Licensee’s Licensed Brands division are in violation of any of the Anti-Terrorism Laws.” |
V. | Section 11.2: This Section is deleted and replaced with the following: “Except as provided herein, (i) rights in and to all Products and any other item furnished to Licensee under this Agreement will be the sole and exclusive property of LS&Co; and (ii) rights in and to Licensee Intellectual Property (as defined herein) will be the sole and exclusive property of Licensee.” |
W. | Section 11.6: The following is added to the end of this Section: “During the Term, Licensee may use the Trademarks on stationary and business cards provided that such material clearly indicates that Licensee is a licensee of LS&Co. (for example, by including the legend “Authorized Levi Strauss & Co. Licensee” on the material) and does not give the impression that Licensee and LS&Co. are otherwise related. The |
X. | Section 11.10: This Section is deleted and replaced with the following: |
Y. | Section 11.11: This Section is deleted and replaced with the following: |
Z. | Section 11.13: This Section is deleted and replaced with the following: |
AA. | Section 12.2: Section 12.2 is deleted and replaced with the following: |
a. | The term “[***]” in this Section is deleted and replaced with “[***]”. |
b. | [***] |
GG. | Section 15.3: The first sentence in this Section is deleted and replaced with the following: “Licensee shall administer consumer claims notification, assessment and any processing of payments for such claim. In the event a claim exceeds [***] per incident, (i) Licensee shall promptly notify LS&Co. in writing, (ii) advise LS&Co. of its proposed resolution of such claim prior to actual resolution and (iii) LS&Co. reserves the right to resolve such claim at LS&Co.’s sole expense and provide input on resolution of such claim. In the event that LS&Co. receives notification of a consumer claim related to the Products, LS&Co. shall promptly notify Licensee of such claim.” |
HH. | Section 15.4: A new Section 15.4 is hereby added: |
II. | Section 16.1: |
a. | Subsection (a) of this Section is deleted and replaced with the following: “Commercial General/Public Liability insurance, $5 million per occurrence, including ongoing operations, products and completed operations (extending coverage to all products utilizing any of the Trademarks or related marks), personal and advertising injury, and contractual liability, at least as favorable to all insureds in all respects.” |
b. | The first clause of Subsection (b) of this Section is deleted and replaced with the following: “Cyber/ Media Liability appropriate to Licensee’s business, with limits of at least $5 million per claim and which at a minimum provides coverage for claims arising from:” |
JJ. | Section 16.2: |
a. | Subsection (c) of this Section is deleted. |
b. | Subsection (d) of this Section is deleted. |
a. | The third sentence of Subsection (a) is deleted and replaced with the following: “Should Licensee’s insurance expire during the term of this Agreement or an extension thereof, Certificates of Insurance evidencing the renewal of Licensee’s required insurance must be received by LS&Co. five (5) days post the expiration of Licensee’s insurance.” |
a. | The first sentence in this Section is replaced with the following: “Licensee may not assign this Agreement or any rights granted under this Agreement, or delegate any of its obligations under this Agreement, without first obtaining the written approval of LS&Co., and LS&Co. may require payment of a transactional fee to LS&Co. equal to [***] (the “Transactional Fee”); provided that LS&Co. has provided documentation supporting such Transactional Fee.” |
b. | The sixth and seventh sentence in this Section is deleted and replaced with the following: |
“In addition, any transaction or event in which the Licensee itself acquires, in any manner (including those set forth above), an ownership interest of any entity listed in Exhibit 11 of a Schedule shall be treated as a Change in Control for the purposes of this Agreement; provided, that in no event shall a [***] be payable in connection with such transaction or event. LS&Co. may update Exhibit 11 in its sole discretion each time the Agreement is renewed or as of the effective date if the parties enter into a new trademark license agreement with Licensee for the Products. Except to the extent prohibited by |
NN. | Section 19: The fifth sentence is deleted and replaced with the following: “If LS&Co. fails to affirmatively approve or disapprove of an item or matter within ten (10) business days after submittal to LS&Co., then Licensee shall contact [***] or other LS&Co. designee. Such individual or his or her designee shall use commercially reasonable efforts to affirmatively approve or disapprove of the submission within five (5) business days of Licensee’s second notice to LS&Co.” |
PP. | Exhibit A: |
a. | Definition of “Competitive Products” is deleted and replaced with the following: |
b. | Definition of “Generic Designs” is added to this Exhibit: |
c. | Definition of “Intellectual Property” is deleted and replaced with the following: |
PP. | Exhibit B: This Exhibit is deleted. The parties shall agree upon the terms of sale for Products sold to LS&Co. in an addendum to this Agreement. |
29. | Additional Terms: |
B. | LS&Co. Coordination: |
Period | Calendar | First Quality Sales | 2 Quality/ Closeouts Sales | Marketplace and DTC Sales | Minimum Renewal Sales |
Year 1* | Effective Date – 11/30/2020 | $[***] | $[***] | $[***] | $[***] |
Year 2 | 12/1/2020 – 11/30/2021 | $[***] | $[***] | $[***] | $[***] |
Year 3 | 12/1/2021 – 11/30/2022 | $[***] | $[***] | $[***] | $[***] |
Year 4 | 12/1/2022 – 11/30/2023 | $[***] | $[***] | $[***] | $[***] |
Year 5 | 12/1/2023 – 11/30/2024 | $[***] | $[***] | $[***] | $[***] |
Period | Calendar | First Quality Sales | Club Sales | Minimum Renewal Sales |
Year 1* | Effective Date – 11/30/2020 | $[***] | $[***] | $[***] |
Year 2 | 12/1/2020 – 11/30/2021 | $[***] | $[***] | $[***] |
Year 3 | 12/1/2021 – 11/30/2022 | $[***] | $[***] | $[***] |
Year 4 | 12/1/2022 – 11/30/2023 | $[***] | $[***] | $[***] |
Year 5 | 12/1/2023 – 11/30/2024 | $[***] | $[***] | $[***] |
Period | Calendar | Projected Minimum Net Sales |
Year 1* | Effective Date – 11/30/2020 | $[***] |
1. | General |
a. | Licensee represents and warrants that it will comply with applicable privacy and data protection laws, rules, directives, regulations (“Data Privacy Laws”) of the Territory in relation to the collection, use, storage, disclosure and handling of all data collected by Licensee in connection with the manufacture, advertising, distribution and sale of Products that constitutes personally identifiable information, personal information, or personal data (“Data”) under such Data Privacy Laws. The parties agree that Data shall not include business contact information of the Parties collected in the ordinary course of business. |
b. | Licensee will implement and maintain administrative, physical and technical safeguards meeting good industry standards designed to prevent the accidental or unauthorized access, collection, receipt, transmission, storage, disposal, use, alteration, processing, disclosure, destruction or loss of Data. |
c. | When fulfilling its obligations under the Agreement, Licensee will provide consumers with all applicable notices required under Data Privacy Laws, and will collect, process and store all opt ins, consents and requests (such as opt out requests) in compliance with Data Privacy Laws. |
2. | PCI DSS Compliance |
a. | If applicable to Licensee’s performance under the Agreement, Licensee shall at all times, at its sole cost, ensure that it complies with the Payment Card Industry (“PCI”) Data Security Standards (“PCI DSS”) requirements for securing and protecting cardholder data that are prescribed by the PCI Security Standards Council, as they may be amended from time to time (collectively, the “PCI Requirements”). |
3. | Security Incidents. |
a. | In the event of an actual or Suspected (as defined below) unlawful or accidental destruction, loss, unauthorized disclosure of, or access to, Data in Licensee’s or in its subcontractors’ possession (“Security Incident”), Licensee is responsible for (a) remedying the Security Incident, preventing any further Security Incidents, and applying appropriate remediation efforts designed to prevent a recurrence of the Security Incident at Licensee’s expense in accordance with Data Privacy Laws; (b) providing notifications to regulatory authorities and consumers in accordance with Data Privacy Laws; and (c) notifying LS&Co. of the Security Incident within forty-eight (48) hours of bringing such Security Incident to the attention of Licensee’s senior management (except to the extent such notification is prohibited by Data Privacy Laws or law enforcement). Without in any way limiting Licensee’s indemnification obligations in Section 15.2 of the T&C, Licensee shall also indemnify and hold harmless LS&Co. and its Affiliates, directors, officers, employees and agents against any and all liability, claims, causes of action, suits, judgments, settlements, penalties, regulatory fines, damages and expenses (including reasonable attorney’s' fees and expenses in disputes, investigations or |
4. | Data Transfer |
a. | The parties agree that in the event either party will provide Data to the other party, the parties shall enter into a separate data transfer agreement containing provisions designed to protect such information and data in compliance with Data Privacy Laws. |
LEVI STRAUSS & CO. | GENESCO INC. |
By:______________________________ Thomas Berry SVP, Business Development | By:______________________________ Parag D. Desai Senior Vice President-Strategy and Shared Services |
A. | Death or Retirement. A participant (or, as applicable, the estate of a deceased participant) who was an active, full‑time employee for at least 120 days during the Plan Year and who has Retired or died while employed by the Company during the Plan Year shall receive an award in an amount determined by dividing the amount of the award such participant would have received for a full year’s service under the Plan by twelve and multiplying the quotient |
B. | Leave. A participant who has been an active, full‑time employee for at least 120 days during the Plan Year and (i) who is on approved medical leave or (ii) other leave provided pursuant to applicable law, including the Family and Medical Leave Act (each, a “Qualified Leave”), on the last day of the Plan Year, or who is an active, full‑time employee on the last day of the Plan Year but has taken Qualified Leave during the Plan Year, shall receive an award in an amount determined by dividing the amount of the award such participant would have received for a full‑year’s service under the Plan by twelve and multiplying the quotient by the number of full months of the Plan Year during which such participant was an active, full‑time employee plus the first twelve weeks of Qualified Leave taken by such participant during the Plan Year. |
A. | Acquisitions. The provisions of this Section 8A shall apply to any transaction in the nature of a business acquisition by the Company (including a purchase of a majority of the outstanding equity of an entity, asset purchases comprising a line of business, mergers, share exchanges, and other such transactions regardless of form) approved by the board of directors of the Company (an “Acquisition”). Expenses incurred in connection with the Acquisition, including but not limited to legal and other professional fees, due diligence expenses, investment banker fees, commissions and expenses, travel expenses related solely to the acquisition, and other similar costs, to the extent that they otherwise reduce NOPAT for any Business Unit for the Plan Year in which they are incurred, shall be added back to NOPAT, and the amount added back shall be treated as assets for purposes of calculating NOPAT for each such Business Unit. Operating results and assets of the business acquired in the |
B. | Dispositions. The provisions of this Section 8B shall apply to any transaction in the nature of a business disposition by the Company (including a sale of a majority of the outstanding equity of a subsidiary, asset sales comprising a line of business or division, mergers, share exchanges, and other such transactions regardless of form) approved by the board of directors of the Company (a “Disposition”) occurring during or after the Company’s 2019 Fiscal Year. In the event that a Disposition is effective as of (or near) the end of a Plan Year such that the proceeds of such Disposition would be realized during the applicable Plan Year, but capital charges and other expenses relating to such Disposition (collectively, “Disposition Expenses”) would not be realized until subsequent Plan Years, then all Disposition Expenses shall serve as a reduction to NOPAT for the Plan Year in which the Disposition occurred and shall be added back to NOPAT during any subsequent Plan Year during which any Disposition Expense is otherwise recognized for accounting purposes. |
14. | Binding on Successors. |
/s/ Mimi E. Vaughn |
Mimi E. Vaughn |
Chief Executive Officer |
/s/ Melvin G. Tucker |
Melvin G. Tucker |
Senior Vice President and Chief Financial Officer |
/s/ Mimi E. Vaughn |
Mimi E. Vaughn |
Chief Executive Officer |
April 1, 2020 |
/s/ Melvin G. Tucker |
Melvin G. Tucker |
Senior Vice President and Chief Financial Officer |
April 1, 2020 |
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$ in Thousands
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount
$ 14,393
$ 65,743
US Revolver Borrowings | Revolving Credit Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount
14,393
56,773
Fair Value
14,056
56,861
UK Term Loans | Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount
0
8,970
Fair Value
0
9,063
UK Revolver Borrowings | Revolving Credit Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount
0
0
Fair Value
$ 0
$ 0
12 Months Ended
Long-Term Debt (Textual) [Abstract]
Long-term debt maturing in year three
$ 14,400,000
Bearing interest rate
2.13%
2.13%
Carrying amount
$ 14,393,000
$ 65,743,000
2019 Restatement Agreement | Credit Facility
Long-Term Debt (Textual) [Abstract]
Aggregate principal amount of credit facility | £
£ 6,250,000
2019 Restatement Agreement | Working Capital Facility
Long-Term Debt (Textual) [Abstract]
Aggregate principal amount of credit facility | £
2,500,000
2019 Restatement Agreement | Revolving Credit Facility
Long-Term Debt (Textual) [Abstract]
Aggregate principal amount of credit facility | £
£ 19,000,000.0
UK Credit Facility
Long-Term Debt (Textual) [Abstract]
Interest coverage covenant minimum level
4.50
Interest coverage covenant maximum level
1.75
Revolving Credit Facility
Long-Term Debt (Textual) [Abstract]
Commitment fee on the actual daily unused portions of the credit facility one
0.25%
Revolving Credit Facility | Credit Facility
Long-Term Debt (Textual) [Abstract]
Capitalized deferred financing costs of credit facility and amendment
$ 1,700,000
Capitalized deferred financing costs amortization period
5 years
Write off of deferred financing costs
600,000
Amortization period of deferred financing costs for credit facility and amendment
4 years
Carrying amount
14,393,000
56,773,000
Revolving Credit Facility | Credit Facility | Genesco (UK) Limited
Long-Term Debt (Textual) [Abstract]
Carrying amount
£ 10,900,000
14,400,000
Revolving Credit Facility | UK Revolver Borrowings
Long-Term Debt (Textual) [Abstract]
Carrying amount
0
0
Revolving Credit Facility | Amended Credit Facility
Long-Term Debt (Textual) [Abstract]
Aggregate principal amount of credit facility
$ 400,000,000.0
Excess availability under credit facility
199,900,000
Revolving Credit Facility | Third Amended and Restated Credit Agreement
Long-Term Debt (Textual) [Abstract]
Additional borrowing capacity
200,000,000.0
Financial covenants, excess availability threshold
$ 17,500,000
Financial covenants, excess availability threshold percentage
10.00%
10.00%
Revolving Credit Facility | Third Amended and Restated Credit Agreement | Genesco (UK) Limited
Long-Term Debt (Textual) [Abstract]
Aggregate amount of loans and letters of credit subject to receipt of commitment
475,000,000.0
Line of Credit | UK term loans
Long-Term Debt (Textual) [Abstract]
Carrying amount
$ 0
8,992,000
Line of Credit | Letter of Credit
Long-Term Debt (Textual) [Abstract]
Carrying amount
9,300,000
Line of Credit | Third Amended and Restated Credit Agreement | Letter of Credit
Long-Term Debt (Textual) [Abstract]
Aggregate principal amount of credit facility
70,000,000.0
Line of Credit | Third Amended and Restated Credit Agreement | Letter of Credit | GCO Canada Inc
Long-Term Debt (Textual) [Abstract]
Aggregate principal amount of credit facility
5,000,000.0
Line of Credit | Third Amended and Restated Credit Agreement | Letter of Credit | Genesco (UK) Limited
Long-Term Debt (Textual) [Abstract]
Aggregate principal amount of credit facility
10,000,000.0
Line of Credit | Third Amended and Restated Credit Agreement | Swingline
Long-Term Debt (Textual) [Abstract]
Aggregate principal amount of credit facility
$ 45,000,000.0
Line of Credit | Third Amended and Restated Credit Agreement | Swingline | GCO Canada Inc
Long-Term Debt (Textual) [Abstract]
Aggregate principal amount of credit facility
5,000,000.0
Line of Credit | Third Amended and Restated Credit Agreement | Swingline | Genesco (UK) Limited
Long-Term Debt (Textual) [Abstract]
Aggregate principal amount of credit facility
10,000,000.0
Line of Credit | Third Amended and Restated Credit Agreement | Revolving Credit Facility
Long-Term Debt (Textual) [Abstract]
Aggregate principal amount of credit facility
275,000,000.0
Line of Credit | Third Amended and Restated Credit Agreement | Revolving Credit Facility | GCO Canada Inc
Long-Term Debt (Textual) [Abstract]
Aggregate principal amount of credit facility
70,000,000.0
Line of credit increase amount limit
15,000,000.0
Line of Credit | Third Amended and Restated Credit Agreement | Revolving Credit Facility | Genesco (UK) Limited
Long-Term Debt (Textual) [Abstract]
Aggregate principal amount of credit facility
100,000,000.0
Line of credit increase amount limit
$ 100,000,000.0
Maximum | Revolving Credit Facility | Third Amended and Restated Credit Agreement
Long-Term Debt (Textual) [Abstract]
Amended amount on senior debt covenant
$ 500,000,000.0
Covenants for fixed charge coverage ratio
5.0
5.0
IRELAND | 2019 Restatement Agreement | Credit Facility
Long-Term Debt (Textual) [Abstract]
Aggregate principal amount of credit facility | €
€ 7,200,000
London Interbank Offered Rate (LIBOR) | 2019 Restatement Agreement | Credit Facility
Long-Term Debt (Textual) [Abstract]
Basis spread on variable rate
2.50%
London Interbank Offered Rate (LIBOR) | 2019 Restatement Agreement | Revolving Credit Facility
Long-Term Debt (Textual) [Abstract]
Basis spread on variable rate
2.20%
EURIBOR | IRELAND | 2019 Restatement Agreement | Credit Facility
Long-Term Debt (Textual) [Abstract]
Basis spread on variable rate
2.20%
Subsequent Event | U.K. A&R Agreement | Revolving Credit Facility
Long-Term Debt (Textual) [Abstract]
Aggregate principal amount of credit facility | £
£ 19,000,000.0
Stated interest rate
2.20%
Carrying amount | £
£ 19,000,000.0
shares in Thousands, $ in Thousands12 Months Ended
Income Statement [Abstract]
Net sales
$ 2,197,066
$ 2,188,553
$ 2,127,547
Cost of sales
1,133,951
1,141,497
1,116,164
Gross margin
1,063,115
1,047,056
1,011,383
Selling and administrative expenses
966,423
962,076
929,238
Asset impairments and other, net
13,374
3,163
7,773
Operating income
83,318
81,817
74,372
Loss on early retirement of debt
0
597
0
Other components of net periodic benefit cost
(395)
(380)
(29)
Interest expense, net:
Interest expense
3,339
4,115
5,420
Interest income
(2,061)
(774)
(8)
Total interest expense, net
1,278
3,341
5,412
Earnings from continuing operations before income taxes
82,435
78,259
68,989
Income tax expense
20,678
27,035
32,281
Earnings from continuing operations
61,757
51,224
36,708
Loss from discontinued operations, net of tax of $0.1 million, $27.5 million and $22.7 million for Fiscal 2020, 2019 and 2018, respectively
(373)
(103,154)
(148,547)
Net Earnings (Loss)
$ 61,384
$ (51,930)
$ (111,839)
Basic weighted average common shares
15,544
19,351
19,218
Basic earnings (loss) per common share:
Continuing operations (in dollars per share)
$ 3.97
$ 2.65
$ 1.91
Discontinued operations (in dollars per share)
(0.02)
(5.33)
(7.73)
Net earnings (loss) (in dollars per share)
$ 3.95
$ (2.68)
$ (5.82)
Diluted weighted average common shares
15,671
19,495
19,282
Diluted earnings (loss) per common share:
Continuing operations (in dollars per share)
$ 3.94
$ 2.63
$ 1.90
Discontinued operations (in dollars per share)
(0.02)
(5.29)
(7.70)
Net earnings (loss) (in dollars per share)
$ 3.92
$ (2.66)
$ (5.80)
$ in Thousands
Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets [Abstract]
Projected benefit obligation
$ 0
$ 78,322
Accumulated benefit obligation
0
78,322
Fair value of plan assets
$ 0
$ 82,632
12 Months Ended
Summary of the status of the Company's nonvested shares of its employee restricted stock
Nonvested, beginning balance (in shares)
591,338
640,080
484,002
Granted (in shares)
269,816
352,060
356,224
Vested (in shares)
(138,765)
(177,394)
(125,190)
Withheld for federal taxes (in shares)
(55,598)
(69,762)
(50,957)
Forfeited (in shares)
(77,013)
(153,646)
(23,999)
Nonvested, ending balance (in shares)
589,778
591,338
640,080
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Nonvested, Weighted-Average Grant-Date Fair Value, beginning balance (in usd per share)
$ 42.99
$ 48.37
$ 68.27
Granted, Weighted-Average Grant-Date Fair Value (in usd per share)
42.48
40.90
32.00
Vested, Weighted-Average Grant-Date Fair Value (in usd per share)
47.56
54.12
68.94
Withheld for federal taxes, Weighted-Average Grant-Date Fair Value (in usd per share)
46.51
54.26
68.87
Forfeited, Weighted-Average Grant-Date Fair Value (in usd per share)
42.19
42.66
55.90
Nonvested, Weighted-Average Grant-Date Fair Value, ending balance (in usd per share)
$ 41.46
$ 42.99
$ 48.37
$ in Thousands12 Months Ended
Defined Benefit Plan, Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rate [Abstract]
Aggregated service and interest cost, 1% increase in rates
$ 20
Aggregated service and interest cost, 1% decrease in rates
18
Accumulated postretirement benefit obligation, 1% increase in rates
526
Accumulated postretirement benefit obligation, 1% decrease in rates
$ 480
$ in Millions12 Months Ended
Defined Benefit Plan Disclosure [Line Items]
Minimum hours of service of employee related to savings plan | hour
500
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Maximum percentage of salary up to which additional contribution made by employer
2.50%
Other Benefits
Defined Benefit Plan Disclosure [Line Items]
Age under health care plan for early retirees eligible for benefits
65 years
Minimum year of age of employee related to savings plan
18 years
Percent of matching contribution by employer
100.00%
Maximum employer contribution up to a specified percentage of salary
3.00%
Percent of matching contribution by employer up to a specified percentage of salary
50.00%
Another maximum employer contribution up to specified percentage of salary
2.00%
Contribution expense to company for matching program | $
$ 5.3
$ 5.6
$ 5.1
$ in Thousands3 Months Ended
12 Months Ended
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment of intangible assets
$ 269
$ 5,736
$ 182,211
Estimated maximum future payments
$ 1,097,721
1,097,721
Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on sale of Lids Sports Group
126,321
$ 0
Lids Sports Group | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of Lids Sports Group
93,800
Cash received in sale, subject to adjustment
100,000
100,000
Working capital adjustment
6,200
$ 6,200
Loss on sale of Lids Sports Group
98,300
Impairment of intangible assets
$ 182,200
Number of leases for which the company is a guarantor | store
36
Estimated maximum future payments
20,600
$ 20,600
Trademarks | Lids Sports Group | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Indefinite lived asset impairment
$ 48,700
$ 5,700
12 Months Ended
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Discount rate
4.05%
3.70%
3.95%
Expected long-term rate of return on plan assets
3.85%
5.65%
6.05%
Other Benefits
Defined Benefit Plan Disclosure [Line Items]
Discount rate
3.48%
3.67%
3.98%
12 Months Ended
Equity [Abstract]
Equity
12 Months Ended
Accounting Policies [Abstract]
Summary of Significant Accounting Policies
12 Months Ended
Inventory Disclosure [Abstract]
Inventories
12 Months Ended
Income Tax Disclosure [Abstract]
Components of earnings from continuing operations before income taxes
Income tax expense from continuing operations
Reconciliation of the United States federal statutory rate to the Company's effective tax rate from continuing operations
Deferred tax assets and liabilities
Deferred tax assets net classification
Reconciliation of the total amounts of unrecognized tax benefits
12 Months Ended
Fair Value Disclosures [Abstract]
Fair values of financial instruments
Assets and liabilities measured at fair value on a nonrecurring basis