XML 22 R9.htm IDEA: XBRL DOCUMENT v3.5.0.2
Stockholders' Equity and Redeemable Noncontrolling Interests
6 Months Ended
Jul. 30, 2016
Stockholders' Equity and Redeemable Noncontrolling Interests [Abstract]  
Stockholders' Equity and Redeemable Noncontrolling Interests
Stockholders’ Equity and Redeemable Noncontrolling Interests
A reconciliation of common stock outstanding, treasury stock and the total carrying amount of total stockholders’ equity, Guess?, Inc. stockholders’ equity and stockholders’ equity attributable to nonredeemable and redeemable noncontrolling interests for the fiscal year ended January 30, 2016 and six months ended July 30, 2016 is as follows (in thousands, except share data):
 
Shares
 
Stockholders’ Equity
 
 
 
Common Stock
 
Treasury Stock
 
Guess?, Inc.
Stockholders’
Equity
 
Nonredeemable
Noncontrolling
Interests
 
Total
 
Redeemable
Noncontrolling
Interests
Balance at January 31, 2015
85,323,154

 
54,235,846

 
$
1,073,856

 
$
15,590

 
$
1,089,446

 
$
4,437

Net earnings

 

 
81,851

 
2,964

 
84,815

 

Foreign currency translation adjustment

 

 
(36,083
)
 
(1,661
)
 
(37,744
)
 
(476
)
Gain on derivative financial instruments designated as cash flow hedges, net of income tax of ($559)

 

 
95

 

 
95

 

Loss on marketable securities, net of income tax of $7

 

 
(12
)
 

 
(12
)
 

Actuarial valuation gain (loss) and related amortization, plan amendment, curtailment, prior service credit amortization and foreign currency and other adjustments on defined benefit plans, net of income tax of ($2,972)

 

 
5,011

 

 
5,011

 

Issuance of common stock under stock compensation plans, net of tax effect
469,937

 

 
(4,023
)
 

 
(4,023
)
 

Issuance of stock under Employee Stock Purchase Plan
40,846

 
(40,846
)
 
660

 

 
660

 

Share-based compensation

 

 
18,880

 

 
18,880

 

Dividends

 

 
(77,287
)
 

 
(77,287
)
 

Share repurchases
(2,000,000
)
 
2,000,000

 
(44,053
)
 

 
(44,053
)
 

Noncontrolling interest capital contribution

 

 

 

 

 
871

Noncontrolling interest capital distribution

 

 

 
(4,075
)
 
(4,075
)
 

Redeemable noncontrolling interest redemption value adjustment

 

 
(420
)
 

 
(420
)
 
420

Balance at January 30, 2016
83,833,937

 
56,195,000

 
$
1,018,475

 
$
12,818

 
$
1,031,293

 
$
5,252

Net earnings (loss)

 

 
7,091

 
(78
)
 
7,013

 

Foreign currency translation adjustment

 

 
28,134

 
(704
)
 
27,430

 
307

Loss on derivative financial instruments designated as cash flow hedges, net of income tax of $2,081

 

 
(7,289
)
 

 
(7,289
)
 

Loss on marketable securities, net of income tax of $3

 

 
(1
)
 

 
(1
)
 

Actuarial valuation and prior service credit amortization and foreign currency and other adjustments on defined benefit plans, net of income tax of ($25)

 

 
(4
)
 

 
(4
)
 

Issuance of common stock under stock compensation plans, net of tax effect
527,729

 

 
(940
)
 

 
(940
)
 

Issuance of stock under Employee Stock Purchase Plan
24,882

 
(24,882
)
 
342

 

 
342

 

Share-based compensation

 

 
9,049

 

 
9,049

 

Dividends

 

 
(38,422
)
 

 
(38,422
)
 

Purchase of redeemable noncontrolling interest

 

 
(1,133
)
 
1,133

 

 
(4,445
)
Noncontrolling interest capital contribution

 

 

 

 

 
2,157

Redeemable noncontrolling interest redemption value adjustment

 

 
(670
)
 

 
(670
)
 
670

Balance at July 30, 2016
84,386,548

 
56,170,118

 
$
1,014,632

 
$
13,169

 
$
1,027,801

 
$
3,941



Accumulated Other Comprehensive Income (Loss)
The changes in accumulated other comprehensive income (loss), net of related income taxes, for the three and six months ended July 30, 2016 and August 1, 2015 are as follows (in thousands):
 
Three Months Ended Jul 30, 2016
 
Foreign Currency Translation Adjustment
 
Derivative Financial Instruments Designated as Cash Flow Hedges
 
Marketable Securities
 
Defined Benefit Plans
 
Total
Balance at April 30, 2016
$
(115,021
)
 
$
(3,773
)
 
$
(14
)
 
$
(7,728
)
 
$
(126,536
)
Gains (losses) arising during the period
(14,497
)
 
4,617

 
(2
)
 
26

 
(9,856
)
Reclassification to net earnings for (gains) losses realized

 
(881
)
 

 
59

 
(822
)
Net other comprehensive income (loss)
(14,497
)
 
3,736

 
(2
)
 
85

 
(10,678
)
Balance at July 30, 2016
$
(129,518
)
 
$
(37
)
 
$
(16
)
 
$
(7,643
)
 
$
(137,214
)
 
Six Months Ended Jul 30, 2016
 
Foreign Currency Translation Adjustment
 
Derivative Financial Instruments Designated as Cash Flow Hedges
 
Marketable Securities
 
Defined Benefit Plans
 
Total
Balance at January 30, 2016
$
(157,652
)
 
$
7,252

 
$
(15
)
 
$
(7,639
)
 
$
(158,054
)
Gains (losses) arising during the period
28,134

 
(5,263
)
 
(1
)
 
(123
)
 
22,747

Reclassification to net earnings for (gains) losses realized

 
(2,026
)
 

 
119

 
(1,907
)
Net other comprehensive income (loss)
28,134

 
(7,289
)
 
(1
)
 
(4
)
 
20,840

Balance at July 30, 2016
$
(129,518
)
 
$
(37
)
 
$
(16
)
 
$
(7,643
)
 
$
(137,214
)

 
Three Months Ended Aug 1, 2015
 
Foreign Currency Translation Adjustment
 
Derivative Financial Instruments Designated as Cash Flow Hedges
 
Marketable Securities
 
Defined Benefit Plans
 
Total
Balance at May 2, 2015
$
(121,908
)
 
$
4,296

 
$
(7
)
 
$
(12,344
)
 
$
(129,963
)
Gains (losses) arising during the period
(20,697
)
 
4,584

 
(4
)
 
7,026

 
(9,091
)
Reclassification to net earnings for gains realized

 
(3,012
)
 

 
(738
)
 
(3,750
)
Net other comprehensive income (loss)
(20,697
)
 
1,572

 
(4
)
 
6,288

 
(12,841
)
Balance at August 1, 2015
$
(142,605
)
 
$
5,868

 
$
(11
)
 
$
(6,056
)
 
$
(142,804
)

 
Six Months Ended Aug 1, 2015
 
Foreign Currency Translation Adjustment
 
Derivative Financial Instruments Designated as Cash Flow Hedges
 
Marketable Securities
 
Defined Benefit Plans
 
Total
Balance at January 31, 2015
$
(121,569
)
 
$
7,157

 
$
(3
)
 
$
(12,650
)
 
$
(127,065
)
Gains (losses) arising during the period
(21,036
)
 
3,658

 
(8
)
 
7,026

 
(10,360
)
Reclassification to net earnings for gains realized

 
(4,947
)
 

 
(432
)
 
(5,379
)
Net other comprehensive income (loss)
(21,036
)
 
(1,289
)
 
(8
)
 
6,594

 
(15,739
)
Balance at August 1, 2015
$
(142,605
)
 
$
5,868

 
$
(11
)
 
$
(6,056
)
 
$
(142,804
)


Details on reclassifications out of accumulated other comprehensive income (loss) to net earnings during the three and six months ended July 30, 2016 and August 1, 2015 are as follows (in thousands):
 
Three Months Ended
 
Six Months Ended
 
Location of
(Gain) Loss
Reclassified from
Accumulated OCI
into Earnings
 
Jul 30, 2016
 
Aug 1, 2015
 
Jul 30, 2016
 
Aug 1, 2015
 
Derivative financial instruments designated as cash flow hedges:
 
 
 
 
 
 
 
 
 
   Foreign exchange currency contracts
$
(1,141
)
 
$
(3,193
)
 
$
(2,576
)
 
$
(4,943
)
 
Cost of product sales
   Foreign exchange currency contracts
(49
)
 
(330
)
 
(81
)
 
(816
)
 
Other income/expense
   Interest rate swap
59

 

 
110

 

 
Interest expense
      Less income tax effect
250

 
511

 
521

 
812

 
Income tax expense
 
(881
)
 
(3,012
)
 
(2,026
)
 
(4,947
)
 
 
Defined benefit plans:
 
 
 
 
 
 
 
 
 
   Actuarial loss amortization
85

 
430

 
171

 
943

 
(1) 
   Prior service credit amortization
(7
)
 
(39
)
 
(14
)
 
(97
)
 
(1) 
   Curtailment

 
(1,651
)
 

 
(1,651
)
 
(1) 
      Less income tax effect
(19
)
 
522

 
(38
)
 
373

 
Income tax expense
 
59

 
(738
)
 
119

 
(432
)
 
 
Total reclassifications during the period
$
(822
)
 
$
(3,750
)
 
$
(1,907
)
 
$
(5,379
)
 
 
__________________________________
(1)
These accumulated other comprehensive income (loss) components are included in the computation of net periodic defined benefit pension (credit) cost. Refer to Note 13 for further information.
Redeemable Noncontrolling Interests
The Company is party to a put arrangement with respect to the common securities that represent the remaining noncontrolling interest for its majority-owned subsidiary, Guess Brasil Comércio e Distribuição S.A. (“Guess Brazil”), which was established through a majority-owned joint venture during fiscal 2014. The put arrangement for Guess Brazil, representing 40% of the total outstanding equity interest of that subsidiary, may be exercised at the discretion of the noncontrolling interest holder by providing written notice to the Company beginning in the sixth year of the agreement, or sooner in certain limited circumstances, and every third anniversary from the end of the sixth year thereafter subject to certain time restrictions. The redemption value of the Guess Brazil put arrangement is based on a multiple of Guess Brazil’s earnings before interest, taxes, depreciation and amortization subject to certain adjustments and is classified as a redeemable noncontrolling interest outside of permanent equity in the Company’s condensed consolidated balance sheet. During the six months ended July 30, 2016, the Company and the noncontrolling interest holder increased their capital contributions by $1.7 million, of which $1.0 million was paid by the Company and the remaining amount was paid by the noncontrolling interest holder to retain the same pro-rata interest in Guess Brazil. The carrying value of the redeemable noncontrolling interest related to Guess Brazil was $1.6 million and $0.7 million as of July 30, 2016 and January 30, 2016, respectively.
During fiscal 2016, the Company entered into a new majority-owned joint venture to establish Guess? CIS, LLC (“Guess CIS”) which is based in Russia. The Company made an initial contribution of $2.0 million to obtain a 70% interest in Guess CIS and is party to a put arrangement with respect to the common securities that represent the remaining noncontrolling interest. During the six months ended July 30, 2016, the Company and the noncontrolling interest holder increased their capital contributions by $5.0 million, of which $3.5 million was paid by the Company and the remaining amount was paid by the noncontrolling interest holder to retain the same pro-rata interest in Guess CIS. The put arrangement may be exercised at the discretion of the noncontrolling interest holder by providing written notice to the Company during the period beginning after the fifth anniversary of the agreement through December 31, 2025, or sooner in certain limited circumstances. The redemption value of the Guess CIS put arrangement is based on a multiple of Guess CIS’s earnings before interest, taxes, depreciation and amortization subject to certain adjustments and is classified as a redeemable noncontrolling interest outside of permanent equity in the Company’s condensed consolidated balance sheet. The carrying value of the redeemable noncontrolling interest related to Guess CIS was $2.3 million and $0.9 million as of July 30, 2016 and January 30, 2016, respectively.
The Company was previously party to a put arrangement in connection with its now wholly-owned subsidiary, Guess Sud SAS (“Guess Sud”). Under the terms of this put arrangement, which represented 40% of the total outstanding interest of that subsidiary, the noncontrolling interest holder had the option to exercise the put arrangement at its discretion by providing written notice to the Company any time after January 30, 2012. The redemption value of the put arrangement was determined based on a method which approximated fair value. In May 2016, the Company acquired the remaining 40% interest in Guess Sud for $4.4 million. At January 30, 2016, the redemption value related to the Guess Sud put arrangement was $3.7 million and was included in redeemable noncontrolling interests.