Third Quarter Fiscal
2025 Results: Revenues Increased to $739 Million, Up 13% in
U.S. Dollars and 14% in Constant Currency Delivered Operating
Margin of 5.7%; Adjusted Operating Margin of 5.8% GAAP Loss per
Share of $0.47 and Adjusted EPS of $0.34
Lowers Full Fiscal
Year 2025 Outlook: Expects Revenue Increase between 7.1% and
8.1% in U.S. Dollars Expects GAAP and Adjusted Operating Margins
between 6.1% and 6.4% and 6.2% and 6.5%, Respectively Expects GAAP
EPS between $0.70 and $0.82 and Adjusted EPS between $1.85 and
$2.00
Guess?, Inc. (NYSE: GES) today reported financial results for
its third quarter ended November 2, 2024.
Carlos Alberini, Chief Executive Officer, commented, “In the
third quarter we delivered revenue growth of 13%. This increase was
primarily driven by the rag & bone acquisition coupled with
modest growth of our core Guess businesses. All of our operating
segments posted revenue growth, except for our Licensing segment,
which was impacted by the internalization of our outerwear business
and delivered flat revenues. Our business in Europe was strong
while North America and Asia experienced a more challenging
environment impacted by slow customer traffic into our
direct-to-consumer channels. During the period we managed margins
and expenses well, delivering earnings from operations near the top
of our expectations.”
Paul Marciano, Co-Founder and Chief Creative Officer, commented,
“This year we have made significant investments for Guess in new
product introductions and increased marketing campaigns, and the
customers have responded well. We have also invested in developing
our new rag & bone and Guess Jeans brands, adding distribution
capacity for both domestically and internationally. Our focus is to
create strong brand awareness and increase customer engagement
while offering amazing products and a great customer experience. I
am excited about our collection this season and believe we are well
positioned for this important time of the year.”
Mr. Alberini concluded, “Based on our recent trends and other
external factors impacting our business including currencies,
freight costs and taxes, we are revising our fourth quarter outlook
for revenues and earnings. We believe that the current consumer
sentiment and slow customer traffic in North America and Asia will
persist during the fourth quarter, impacting our business
negatively. As a result, for the full year we now expect revenues
at or slightly below $3 billion. As we look into next year, we
remain focused on the evolution of our vision for growth. We have a
powerful platform and a strong team that continues to adapt to our
new model to create significant value for our shareholders over the
long term.”
Non-GAAP Information
This press release contains non-GAAP financial measures,
including certain adjusted results of operations and outlook
measures, constant currency information and free cash flow
measures. See the heading “Presentation of Non-GAAP Information”
for further information and the accompanying tables for a
reconciliation to the comparable GAAP financial measure.
rag & bone
Acquisition
On April 2, 2024, the Company and global brand management firm
WHP Global completed the previously announced acquisition of New
York-based fashion brand rag & bone. Under the terms of the
agreement, the Company acquired all the rag & bone operating
assets and assumed the related operating liabilities of the
business. In addition, a joint venture owned 50% each by the
Company and WHP Global acquired rag & bone’s intellectual
property. As of April 2, 2024, the Company integrated rag &
bone into its existing segments.
Third Quarter Fiscal 2025
Results
For the third quarter of the fiscal year ending February 1, 2025
(“fiscal 2025”), the Company recorded a GAAP net loss of $23.4
million, compared to GAAP net earnings of $55.7 million for the
same prior-year quarter. The results for the third quarter of
fiscal 2025 included a net $39.8 million unrealized loss due to the
change in fair value of the derivatives related to the Company’s
convertible senior notes due 2028 and the related convertible note
hedge. GAAP diluted net loss per share was $0.47 for the third
quarter of fiscal 2025, compared to GAAP diluted net earnings per
share (“EPS”) of $0.82 for the same prior-year quarter. The Company
estimates a negative impact from its share buybacks of $0.02 and a
negative impact from currency of $0.03 on GAAP diluted net loss per
share in the third quarter of fiscal 2025 when compared to the same
prior-year quarter.
For the third quarter of fiscal 2025, the Company’s adjusted net
earnings were $17.7 million, a 35% decrease from $27.0 million for
the same prior-year quarter. Adjusted diluted EPS decreased 31% to
$0.34, compared to $0.49 for the same prior-year quarter. The
Company estimates a positive impact from its share buybacks of
$0.03 and a negative impact from currency of $0.04 on adjusted
diluted EPS in the third quarter of fiscal 2025 when compared to
the same prior-year quarter.
Net Revenue. Total net revenue for the third quarter of
fiscal 2025 increased 13% to $738.5 million from $651.2 million in
the same prior-year quarter. In constant currency, net revenue
increased by 14%.
- Europe revenues increased 7% in U.S. dollars and 6% in constant
currency. Retail comparable sales (including e-commerce) increased
8% in U.S. dollars and 7% in constant currency. The inclusion of
our e-commerce sales positively impacted the retail comparable
sales percentage by 2% in both U.S. dollars and constant
currency.
- Americas Retail revenues increased 12% in U.S. dollars and 14%
in constant currency. Retail comparable sales (including
e-commerce) decreased 14% in U.S. dollars and 12% in constant
currency. The inclusion of our e-commerce sales had a minimal
impact on the retail comparable sales percentage in both U.S.
dollars and constant currency.
- Americas Wholesale revenues increased 79% in U.S. dollars and
83% in constant currency.
- Asia revenues increased 2% in both U.S. dollars and constant
currency. Retail comparable sales (including e-commerce) decreased
17% in U.S. dollars and 16% in constant currency. The inclusion of
our e-commerce sales had a minimal impact on the retail comparable
sales percentage in both U.S. dollars and constant currency.
- Licensing revenues remained flat in both U.S. dollars and
constant currency.
Earnings from Operations. GAAP earnings from operations
for the third quarter of fiscal 2025 decreased 22.8% to $42.3
million (including a $2.6 million unfavorable currency translation
impact), from $54.8 million in the same prior-year quarter. GAAP
operating margin in the third quarter of fiscal 2025 decreased 2.7%
to 5.7%, from 8.4% for the same prior-year quarter, driven
primarily by higher expenses and the unfavorable impact of channel
mix. The negative impact of currency on operating margin for the
quarter was approximately 20 basis points.
For the third quarter of fiscal 2025, adjusted earnings from
operations decreased 26.1% to $42.8 million, from $57.9 million in
the same prior-year quarter. Adjusted operating margin decreased
3.1% to 5.8%, from 8.9% for the same prior-year quarter, driven
primarily by higher expenses and the unfavorable impact of channel
mix.
- Operating margin for the Company’s Europe segment decreased
1.5% to 8.8% in the third quarter of fiscal 2025, from 10.3% in the
same prior-year quarter, driven primarily by higher expenses and
the impact of newly acquired businesses, partially offset by lower
markdowns and the favorable impact of higher revenues.
- Operating margin for the Company’s Americas Retail segment
decreased 9.6% to negative 4.3% in the third quarter of fiscal
2025, from 5.3% in the same prior-year quarter, driven primarily by
the unfavorable impact from negative retail comparable sales,
higher expenses and the impact of higher markdowns.
- Operating margin for the Company’s Americas Wholesale segment
decreased 3.4% to 25.7% in the third quarter of fiscal 2025, from
29.1% in the same prior-year quarter, driven primarily by the
impact of newly acquired businesses.
- Operating margin for the Company’s Asia segment decreased 3.0%
to negative 2.0% in the third quarter of fiscal 2025, from 1.0% in
the same prior-year quarter, driven primarily by lower product
margin and lower revenues, partially offset by lower expenses.
- Operating margin for the Company’s Licensing segment decreased
1.3% to 91.8% in the third quarter of fiscal 2025, from 93.1% in
the same prior-year quarter, mainly driven by higher expenses.
Other expense, net. Other expense, net for the third
quarter of fiscal 2025 was $45.8 million compared to $11.0 million
for the same prior-year quarter. The change was primarily due to
the fair value remeasurement of derivatives related to the
Company’s convertible senior notes due 2028 and the related
convertible note hedge resulting in a net unrealized loss of $39.8
million during the third quarter of fiscal 2025, partially offset
by lower net unrealized losses on the Company’s SERP-related
assets, compared to the same prior-year quarter.
Nine-Month Period
Results
For the nine months ended November 2, 2024, the Company recorded
a GAAP net loss of $21.0 million, compared to GAAP net earnings of
$82.9 million for the same prior-year period. The results for the
nine months ended November 2, 2024 included a net $41.8 million
unrealized loss due to the change in fair value of the derivatives
related to the Company’s convertible senior notes due 2028 and the
related convertible note hedge. GAAP diluted net loss per share was
$0.42 for the nine months ended November 2, 2024, compared to GAAP
diluted EPS of $1.30 for the same prior-year period. The Company
estimates a negative impact from its share buybacks of $0.02 and a
negative impact from currency of $0.09 on GAAP diluted net loss per
share for the nine months ended November 2, 2024 when compared to
the same prior-year period.
For the nine months ended November 2, 2024, the Company recorded
adjusted net earnings of $26.8 million, a 58% decrease from $63.2
million for the same prior-year period. Adjusted diluted EPS
decreased 57% to $0.49, compared to $1.14 for the same prior-year
period. The Company estimates its share buybacks had a positive
impact of $0.02 and currency had a negative impact of $0.11 on
adjusted diluted EPS during the nine months ended November 2, 2024
when compared to the same prior-year period.
Net Revenue. Total net revenue for the nine months ended
November 2, 2024 increased 9% to $2.06 billion, from $1.89 billion
in the same prior-year period. In constant currency, net revenue
increased by 11%.
- Europe revenues increased 4% in U.S. dollars and 7% in constant
currency. Retail comparable sales (including e-commerce) increased
4% in U.S. dollars and 6% in constant currency. The inclusion of
our e-commerce sales positively impacted the retail comparable
sales percentage by 1% in U.S. dollars and a minimal amount in
constant currency.
- Americas Retail revenues increased 7% in U.S. dollars and 8% in
constant currency. Retail comparable sales (including e-commerce)
decreased 11% in U.S. dollars and 10% in constant currency. The
inclusion of our e-commerce sales had a positive impact of 1% in
both U.S. dollars and constant currency.
- Americas Wholesale revenues increased 63% in U.S. dollars and
64% in constant currency.
- Asia revenues decreased 1% in U.S. dollars and increased 2% in
constant currency. Retail comparable sales (including e-commerce)
decreased 13% in U.S. dollars and 11% in constant currency. The
inclusion of our e-commerce sales had a minimal impact on the
retail comparable sales percentage in both U.S. dollars and
constant currency.
- Licensing revenues increased 7% in both U.S. dollars and
constant currency.
Earnings from Operations. GAAP earnings from operations
for the nine months ended November 2, 2024 decreased 40.8% to $70.2
million (including a gain of $13.8 million on the sale of the U.S.
distribution center during the second quarter of fiscal 2025 and a
$9.3 million unfavorable currency translation impact), from $118.5
million in the same prior-year period. GAAP operating margin in the
nine months ended November 2, 2024 decreased 2.9% to 3.4%, from
6.3% in the same prior-year period, driven primarily by higher
expenses, including separation charges, transaction costs and
higher store costs, and unfavorable currency impact, partially
offset by a gain on the sale of assets, the favorable impact of
higher revenues and higher initial markups. The negative impact of
currency on operating margin for the nine months ended November 2,
2024 was approximately 40 basis points.
For the nine months ended November 2, 2024, adjusted earnings
from operations decreased 41.5% to $73.0 million, from $124.8
million in the same prior-year period. Adjusted operating margin
decreased 3.1% to 3.5% for the nine months ended November 2, 2024,
from 6.6% in the same prior-year period, driven primarily by higher
expenses, including higher store costs, and unfavorable currency
impact, partially offset by the favorable impact of higher revenues
and higher initial markups.
- Operating margin for the Company’s Europe segment decreased
1.8% to 6.7% in the nine months ended November 2, 2024, from 8.5%
in the same prior-year period, driven primarily by higher expenses
and the unfavorable impact of currency, partially offset by the
favorable impact of higher revenues and higher initial
markups.
- Operating margin for the Company’s Americas Retail segment
decreased 7.3% to negative 3.0% in the nine months ended November
2, 2024, from 4.3% in the same prior-year period, driven primarily
by the unfavorable impact from lower revenues and higher
expenses.
- Operating margin for the Company’s Americas Wholesale segment
decreased 4.2% to 22.6% in the nine months ended November 2, 2024,
from 26.8% in the same prior-year period, driven primarily by the
impact of newly acquired businesses and higher expenses, partially
offset by the favorable impact of higher revenues.
- Operating margin for the Company’s Asia segment decreased 1.4%
to 0.6% in the nine months ended November 2, 2024, from 2.0% in the
same prior-year period, driven primarily by higher expenses.
- Operating margin for the Company’s Licensing segment decreased
1.2% to 92.3% in the nine months ended November 2, 2024, from 93.5%
in the same prior-year period, mainly due to the unfavorable impact
of higher expenses.
Loss on Extinguishment of Debt. In March 2024, the
Company issued approximately $12.1 million principal amount of
additional convertible senior notes due April 2028 (together with
the additional convertible senior notes issued in January 2024, the
“Additional 2028 Notes”) in exchange for approximately $14.6
million of its outstanding convertible senior notes due April 2024
(the “2024 Notes”). The Additional 2028 Notes have the same terms,
constitute a single series with, and have the same CUSIP number as
the other outstanding convertible senior notes due April 2028
(together with the Additional 2028 Notes, the “2028 Notes”;
collectively with the 2024 Notes, the “Notes”). Immediately
following the closing of this transaction, approximately $33.5
million of the 2024 Notes remained outstanding, all of which were
settled upon maturity during April 2024. As a result of the
transaction, the Company recognized a $2.0 million loss on
extinguishment of debt during the first quarter of fiscal 2025.
Other expense, net. Other expense, net for the nine
months ended November 2, 2024 was $49.9 million compared to $18.2
million in the same prior-year period. The change was primarily due
to the fair value remeasurement of derivatives related to the
Company’s convertible senior notes due 2028 and the related
convertible note hedge resulting in a net unrealized loss of $41.8
million during the nine months ended November 2, 2024, partially
offset by net unrealized gains on the Company’s SERP-related
assets, compared to net unrealized losses in the same prior-year
period, and lower net unrealized and realized losses from foreign
currency exposures.
Outlook
The Company’s expectations for the fourth quarter and full
fiscal year 2025 are as follows:
Outlook for Total
Company1
Fourth Quarter of Fiscal
2025
Fiscal 2025
Consolidated net revenue in U.S.
dollars
increase between 2.2% and
5.4%
increase between 7.1% and
8.1%
GAAP operating margin
12.2% to 13.0%
6.1% to 6.4%
Adjusted operating margin
12.2% to 13.0%
6.2% to 6.5%
GAAP diluted EPS
$1.10 to $1.22
$0.70 to $0.82
Adjusted diluted EPS
$1.37 to $1.52
$1.85 to $2.00
See end of release for footnotes.
A reconciliation of the Company’s outlook for GAAP operating
margin to adjusted operating margin and GAAP diluted EPS to
adjusted diluted EPS for the fourth quarter and full fiscal year
2025 is as follows:
Reconciliation of GAAP Outlook
to Adjusted Outlook1
Fourth Quarter of Fiscal
2025
Fiscal 2025
GAAP operating margin
12.2% to 13.0%
6.1% to 6.4%
Certain professional service and legal
fees and related (credits) costs2
—%
0.0%
Transaction costs2
—%
0.2%
Separation charges2
—%
0.2%
Asset impairment charges2
—%
0.2%
Net gains on lease modifications2
—%
(0.0)%
Gain on sale of assets2
—%
(0.5)%
Adjusted operating margin
12.2% to 13.0%
6.2% to 6.5%
GAAP diluted EPS
$1.10 to $1.22
$0.70 to $0.82
Certain professional service and legal
fees and related (credits) costs2
—
0.00
Transaction costs2
—
0.07
Separation charges2
—
0.08
Asset impairment charges2
—
0.05
Net gains on lease modifications2
—
(0.01)
Loss on extinguishment of debt2
—
0.02
Amortization of debt discount3
0.01
0.03
Fair value remeasurement of
derivatives2
—
0.62
Gain on sale of assets2
—
(0.16)
Discrete income tax adjustments2
—
0.01
Convertible notes if-converted method3
0.26 to 0.29
0.44 to 0.47
Adjusted diluted EPS
$1.37 to $1.52
$1.85 to $2.00
See end of release for footnotes.
The Company’s expectations of the high-end for the free cash
flow outlook for the full fiscal year 2025 are as follows (in
millions):
Free Cash Flow Outlook for
Total Company1
Fiscal 2025
Net cash provided by operating
activities
$135
Less: Purchases of property and
equipment
(85)
Less: Payments for property and equipment
under finance leases
(10)
Free cash flow
$40
See end of release for footnotes.
Dividends
The Company’s Board of Directors approved a quarterly cash
dividend of $0.30 per share on the Company’s common stock. The
dividend will be payable on December 27, 2024 to shareholders of
record as of the close of business on December 11, 2024.
Share Repurchases
On March 25, 2024, the Board of Directors authorized a new
$200.0 million share repurchase program. On March 28, 2024, in
connection with the additional exchange and subscription offering
related to the 2024 Notes and the 2028 Notes, the Company
repurchased approximately 0.3 million shares of its common stock
for $10.3 million through broker-assisted market transactions.
During the nine months ended November 2, 2024, the Company also
repurchased approximately 2.3 million shares of its common stock in
open market transactions totaling $50.0 million, leaving a capacity
of $139.8 million under the share repurchase program. Combined,
these transactions resulted in the repurchase of approximately 2.6
million shares for $60.3 million during the nine months ended
November 2, 2024, all of which occurred during the six months ended
August 3, 2024.
Presentation of Non-GAAP
Information
The financial information presented in this release includes
non-GAAP financial measures, such as adjusted results and outlook,
constant currency financial information and free cash flows. The
adjusted measures exclude the impact of certain professional
service and legal fees and related (credits) costs, transaction
costs in connection with the Company’s acquisition of rag &
bone, separation charges related to the transition of the
operations of the Company’s U.S. distribution center, gain on the
sale of the U.S. distribution center and settlement of the related
interest rate swap, asset impairment charges, net (gains) losses on
lease modifications, loss on extinguishment of debt, non-cash
amortization of debt discount of the Company’s convertible senior
notes, fair value remeasurement of derivatives related to the 2028
Notes and the related convertible note hedge, the related income
tax effects of the foregoing items and the impact from certain
discrete income tax adjustments related primarily to the
consolidation of certain business functions into Switzerland and,
to a lesser extent, the impact from changes in the income tax law
in certain tax jurisdictions, in each case where applicable. The
weighted average diluted shares outstanding used for adjusted
diluted EPS excludes the dilutive impact of the Notes, based on the
bond hedge contracts in place. These non-GAAP measures are provided
in addition to, and not as alternatives for, the Company’s reported
GAAP results and outlook.
The Company has excluded these items from its adjusted financial
measures primarily because it believes these items are not
indicative of the underlying performance of its business and the
adjusted financial information provided is useful for investors to
evaluate the comparability of the Company’s operating results and
its future outlook (when reviewed in conjunction with the Company’s
GAAP financial statements and GAAP future outlook). A
reconciliation of reported GAAP results and outlook to comparable
non-GAAP results and outlook is provided in the accompanying
tables.
This release includes certain constant currency financial
information. Foreign currency exchange rate fluctuations affect the
amount reported from translating the Company’s foreign revenue,
expenses and balance sheet amounts into U.S. dollars. These rate
fluctuations can have a significant effect on reported operating
results under GAAP. The Company provides constant currency
information to enhance the visibility of underlying business
trends, excluding the effects of changes in foreign currency
translation rates. To calculate net revenue and earnings (loss)
from operations on a constant currency basis, actual or forecasted
results for the current-year period are translated into U.S.
dollars at the average exchange rates in effect during the
comparable period of the prior year. The constant currency
calculations do not adjust for the impact of revaluing specific
transactions denominated in a currency different from the
functional currency of that entity when exchange rates fluctuate.
However, in calculating the estimated impact of currency on our
earnings (loss) per share for our actual or forecasted results, the
Company estimates gross margin (including the impact of
merchandise-related hedges) and expenses using the appropriate
prior-year rates, translates the estimated foreign earnings at the
comparable prior-year rates, and considers the year-over-year
earnings impact of gains or losses arising from balance sheet
remeasurement and foreign currency contracts not designated as
merchandise hedges. The constant currency information presented may
not be comparable to similarly titled measures reported by other
companies.
The Company includes information regarding its free cash flows
in this release. The Company calculates free cash flows as cash
flows from operating activities less (i) purchases of property and
equipment and (ii) payments for property and equipment under
finance leases. Free cash flows are not intended to be an
alternative to cash flows from operating activities as a measure of
liquidity, but rather to provide additional visibility to investors
regarding how much cash is generated for discretionary and
non-discretionary items after deducting purchases of property and
equipment and payments for property and equipment under finance
leases. Free cash flow information presented may not be comparable
to similarly titled measures reported by other companies. A
reconciliation of reported and expected GAAP cash flows from
operating activities to the comparable non-GAAP free cash flow
measure is provided in the accompanying tables.
Investor Conference Call
The Company will hold a conference call at 4:45 pm (ET) on
November 26, 2024 to discuss the news announced in this press
release. A live webcast of the conference call will be accessible
at www.guess.com via the “Investor Relations” link. The webcast
will be archived on the website for 30 days.
About Guess?
Guess?, Inc. designs, markets, distributes and licenses a
lifestyle collection of contemporary apparel, denim, handbags,
watches, eyewear, footwear and other related consumer products.
Guess? products are distributed through branded Guess? stores as
well as better department and specialty stores around the world. On
April 2, 2024, the Company acquired all the operating assets and a
50% interest in the intellectual property assets of New York-based
fashion brand rag & bone, a leader in the American fashion
scene, directly operating stores in the U.S. and in the U.K., and
also available in high-end boutiques, department stores and through
e-commerce globally. As of November 2, 2024, the Company directly
operated 1,057 retail stores in Europe, the Americas and Asia. The
Company’s partners and distributors operated 541 additional retail
stores worldwide. As of November 2, 2024, the Company and its
partners and distributors operated in approximately 100 countries
worldwide. For more information about the Company, please visit
www.guess.com.
Forward-Looking
Statements
Except for historical information contained herein, certain
matters discussed in this press release or the related conference
call and webcast, including statements concerning the Company’s
expectations, goals, future prospects, and current business
strategies and strategic initiatives; statements concerning the
Company’s plans and expectations for its recently-acquired rag
& bone business; statements concerning our expectations
regarding the consumer spending environment; statements concerning
the Company’s future outlook, including with respect to the fourth
quarter and full year of fiscal 2025; and statements expressing
optimism or pessimism about future operating results and growth
opportunities are forward-looking statements that are made pursuant
to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. All statements other than statements of
historical fact are forward-looking statements. Forward-looking
statements, which are frequently indicated by terms such as
“expect,” “could,” “will,” “should,” “goal,” “strategy,” “believe,”
“estimate,” “continue,” “outlook,” “plan,” “create,” “see,” and
similar terms, are only expectations, and involve known and unknown
risks and uncertainties, which may cause actual results in future
periods to differ materially from what is currently
anticipated.
Factors which may cause actual results in future periods to
differ materially from current expectations include, among others:
our ability to maintain our brand image and reputation; changes in
consumer confidence or discretionary consumer spending; sanctions
and export controls targeting Russia and other impacts related to
the war in Ukraine; impacts related to the Israel-Hamas war;
impacts related to public health crises; risks relating to our
indebtedness; changes to estimates related to impairments,
inventory and other reserves; changes in the competitive
marketplace and in our commercial relationships; our ability to
anticipate and adapt to changing consumer preferences and trends;
our ability to manage our inventory commensurate with customer
demand; the high concentration of our Americas Wholesale business;
risks related to the costs and timely delivery of merchandise to
our distribution facilities, stores and wholesale customers,
including risks related to the current Red Sea supply chain crisis;
unexpected or unseasonable weather conditions, catastrophic events
or natural disasters; our ability to effectively operate our
various retail concepts; our ability to successfully and/or timely
implement our growth strategies and other strategic initiatives;
our ability to complete or integrate acquisitions or alliances;
uncertainties regarding our ability to realize operational
efficiencies and other anticipated synergies, expansion plans and
other benefits from the rag & bone acquisition in the timeframe
expected or at all; our ability to successfully enhance our global
omni-channel capabilities; our ability to expand internationally
and operate in regions where we have less experience; risks
relating to our convertible senior notes, including our ability to
settle the liabilities in cash and risks related to the impact of
stock price volatility on our fair value remeasurement of
derivatives related to our 2028 Notes and the related convertible
note hedge; disruptions at our distribution facilities, including
potential challenges related to the conversion of our self-operated
U.S. distribution center to a third-party provider; our ability to
attract and retain management and other key personnel; obligations
or changes in estimates arising from new or existing litigation,
income tax and other regulatory proceedings; errors in our
assumptions, estimates and judgments related to tax matters;
changes in U.S. or foreign income tax or tariff policy, including
changes to tariffs on imports into the U.S.; accounting adjustments
to our unaudited financial statements; future non-cash asset
impairments, including goodwill, right-of-use lease assets and/or
other store asset impairments; violations of, or changes to,
domestic or international laws and regulations; risks associated
with the acts or omissions of our licensees and third party
vendors, including a failure to comply with our vendor code of
conduct or other policies; risks associated with cyber-security
incidents and other cyber-security risks; risks associated with our
ability to properly collect, use, manage and secure consumer and
employee data; risks associated with our vendors’ ability to
maintain the strength and security of information systems; changes
in economic, political, social and other conditions affecting our
foreign operations and sourcing, including the impact of currency
fluctuations, global income tax rates and economic and market
conditions in the various countries in which we operate; impacts of
inflation and further inflationary pressures; fluctuations in
quarterly performance; slowing in-person customer traffic;
increases in labor costs; increases in wages; risks relating to
activist investor activity; and the significant voting power of our
founders.
In addition to these factors, the economic, technological,
managerial, and other risks identified in the Company’s most recent
annual report on Form 10-K and other filings with the Securities
and Exchange Commission, including but not limited to the risk
factors discussed therein, could cause actual results to differ
materially from current expectations. The Company undertakes no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Guess?, Inc. and
Subsidiaries
Condensed Consolidated
Statements of Income (Loss)
(amounts in thousands, except per
share data)
Three Months Ended
Nine Months Ended
Nov 2, 2024
Oct 28, 2023
Nov 2, 2024
Oct 28, 2023
Product sales
$
705,507
95.5
%
$
618,130
94.9
%
$
1,971,920
95.6
%
$
1,800,536
95.5
%
Net royalties
33,011
4.5
%
33,040
5.1
%
91,101
4.4
%
84,944
4.5
%
Net revenue
738,518
100.0
%
651,170
100.0
%
2,063,021
100.0
%
1,885,480
100.0
%
Cost of product sales
416,641
56.4
%
360,000
55.3
%
1,173,100
56.9
%
1,067,882
56.6
%
Gross profit
321,877
43.6
%
291,170
44.7
%
889,921
43.1
%
817,598
43.4
%
Selling, general and administrative
expenses
279,389
37.8
%
234,123
36.0
%
829,188
40.2
%
694,748
36.8
%
Asset impairment charges
1,091
0.1
%
1,737
0.3
%
4,509
0.2
%
6,293
0.4
%
Net (gains) losses on lease
modifications
(718
)
(0.0
%)
537
0.0
%
(718
)
(0.0
%)
(1,894
)
(0.1
%)
Gain on sale of assets
—
—
%
—
—
%
(13,781
)
(0.7
%)
—
—
%
(Gain) loss on equity method
investment
(161
)
(0.0
%)
—
—
%
559
0.0
%
—
—
%
Earnings from operations
42,276
5.7
%
54,773
8.4
%
70,164
3.4
%
118,451
6.3
%
Other income (expense):
Interest expense
(8,131
)
(1.1
%)
(5,923
)
(0.9
%)
(22,212
)
(1.1
%)
(15,883
)
(0.9
%)
Interest income
2,613
0.4
%
3,181
0.5
%
9,218
0.4
%
8,557
0.5
%
Loss on extinguishment of debt
—
—
%
—
—
%
(1,952
)
(0.1
%)
(7,696
)
(0.4
%)
Other, net
(45,826
)
(6.2
%)
(11,004
)
(1.7
%)
(49,932
)
(2.3
%)
(18,227
)
(1.0
%)
Earnings (loss) before income tax expense
(benefit)
(9,068
)
(1.2
%)
41,027
6.3
%
5,286
0.3
%
85,202
4.5
%
Income tax expense (benefit)
11,687
1.6
%
(18,277
)
(2.8
%)
18,771
0.9
%
(5,370
)
(0.3
%)
Net earnings (loss)
(20,755
)
(2.8
%)
59,304
9.1
%
(13,485
)
(0.6
%)
90,572
4.8
%
Net earnings attributable to
noncontrolling interests
2,640
0.4
%
3,603
0.5
%
7,491
0.4
%
7,643
0.4
%
Net earnings (loss) attributable to
Guess?, Inc.
$
(23,395
)
(3.2
%)
$
55,701
8.6
%
$
(20,976
)
(1.0
%)
$
82,929
4.4
%
Net earnings (loss) per common share
attributable to common stockholders:
Basic
$
(0.46
)
$
1.04
$
(0.42
)
$
1.53
Diluted
$
(0.47
)
$
0.82
$
(0.42
)
$
1.30
Weighted average common shares outstanding
attributable to common stockholders:
Basic
50,798
53,052
52,047
53,450
Diluted
66,608
70,331
52,047
68,098
Effective income tax rate
(128.9
%)
(44.5
%)
355.1
%
(6.3
%)
Adjusted selling, general and
administrative expenses4:
$
279,264
37.8
%
$
233,274
35.8
%
$
816,329
39.6
%
$
692,787
36.7
%
Adjusted earnings from operations4:
$
42,774
5.8
%
$
57,896
8.9
%
$
73,033
3.5
%
$
124,811
6.6
%
Adjusted net earnings attributable to
Guess?, Inc.4:
$
17,668
2.4
%
$
27,006
4.1
%
$
26,808
1.3
%
$
63,231
3.4
%
Adjusted weighted average common shares
outstanding attributable to common stockholders:
Adjusted Diluted4,5
51,970
54,418
53,360
54,726
Adjusted net earnings per common share
attributable to common stockholders:
Adjusted Diluted4,5
$
0.34
$
0.49
$
0.49
$
1.14
Adjusted effective income tax rate4:
36.6
%
30.9
%
35.7
%
28.8
%
See end of release for footnotes.
Guess?, Inc. and
Subsidiaries
Reconciliation of GAAP Results
to Adjusted Results
(dollars in thousands)
The reconciliations of (i) reported GAAP
selling, general and administrative expenses to adjusted selling,
general and administrative expenses, (ii) reported GAAP earnings
from operations to adjusted earnings from operations, (iii)
reported GAAP net earnings (loss) attributable to Guess?, Inc. to
adjusted net earnings attributable to Guess?, Inc., and (iv)
reported GAAP income tax expense (benefit) to adjusted income tax
expense are as follows:
Three Months Ended
Nine Months Ended
Nov 2, 2024
Oct 28, 2023
Nov 2, 2024
Oct 28, 2023
Reported GAAP selling, general and
administrative expenses
$
279,389
$
234,123
$
829,188
$
694,748
Certain professional service and legal
fees and related credits (costs)6
(125
)
(849
)
(58
)
(1,961
)
Transaction costs7
—
—
(5,726
)
—
Separation charges8
—
—
(7,075
)
—
Adjusted selling, general and
administrative expenses4
$
279,264
$
233,274
$
816,329
$
692,787
Reported GAAP earnings from operations
$
42,276
$
54,773
$
70,164
$
118,451
Certain professional service and legal
fees and related (credits) costs6
125
849
58
1,961
Transaction costs7
—
—
5,726
—
Separation charges8
—
—
7,075
—
Asset impairment charges9
1,091
1,737
4,509
6,293
Net (gains) losses on lease
modifications10
(718
)
537
(718
)
(1,894
)
Gain on sale of assets11
—
—
(13,781
)
—
Adjusted earnings from
operations4
$
42,774
$
57,896
$
73,033
$
124,811
Reported GAAP net earnings (loss)
attributable to Guess?, Inc.
$
(23,395
)
$
55,701
$
(20,976
)
$
82,929
Certain professional service and legal
fees and related (credits) costs6
125
849
58
1,961
Transaction costs7
—
—
5,726
—
Separation charges8
—
—
7,075
—
Asset impairment charges9
1,091
1,737
4,509
6,293
Net (gains) losses on lease
modifications10
(718
)
537
(718
)
(1,894
)
Loss on extinguishment of debt12
—
—
1,952
7,696
Amortization of debt discount13
775
163
2,250
351
Fair value remeasurement of
derivatives14
39,813
—
41,795
—
Gain on sale of assets11
—
—
(14,569
)
—
Discrete income tax adjustments15
281
(31,166
)
842
(30,669
)
Income tax impact from adjustments16
(304
)
(815
)
(1,136
)
(3,436
)
Total adjustments affecting net earnings
(loss) attributable to Guess?, Inc.
41,063
(28,695
)
47,784
(19,698
)
Adjusted net earnings attributable to
Guess?, Inc.4
$
17,668
$
27,006
$
26,808
$
63,231
Reported GAAP income tax expense
(benefit)
$
11,687
$
(18,277
)
$
18,771
$
(5,370
)
Discrete income tax adjustments15
(281
)
31,166
(842
)
30,669
Income tax impact from adjustments16
304
815
1,136
3,436
Adjusted income tax expense4
$
11,710
$
13,704
$
19,065
$
28,735
Adjusted effective income tax
rate4
36.6
%
30.9
%
35.7
%
28.8
%
See end of release for footnotes.
Guess?, Inc. and
Subsidiaries
Reconciliation of GAAP Results
to Adjusted Results
(dollars in thousands)
The reconciliation of reported GAAP
diluted earnings (loss) per share to adjusted diluted earnings per
share is as follows:
Three Months Ended
Nine Months Ended
Nov 2, 2024
Oct 28, 2023
Nov 2, 2024
Oct 28, 2023
Reported GAAP diluted earnings (loss) per
share
$
(0.47
)
$
0.82
$
(0.42
)
$
1.30
Certain professional service and legal
fees and related (credits) costs6,17
0.00
0.01
0.00
0.02
Transaction costs7,17
—
—
0.09
—
Separation charges8,17
—
—
0.10
—
Asset impairment charges9,17
0.01
0.02
0.07
0.07
Net (gains) losses on lease
modifications10,17
(0.01
)
0.01
(0.01
)
(0.02
)
Loss on extinguishment of debt12,17
—
—
0.03
0.09
Amortization of debt discount13,17
0.01
0.00
0.03
0.00
Fair value remeasurement of
derivatives14
0.62
—
0.80
—
Gain on sale of assets11,17
—
—
(0.21
)
—
Discrete income tax adjustments15
0.00
(0.44
)
0.02
(0.45
)
Convertible notes if-converted method5
0.18
0.07
—
0.13
Effect of dilutive stock options and
restricted stock units18
(0.00
)
—
(0.01
)
—
Adjusted diluted earnings per
share4,5
$
0.34
$
0.49
$
0.49
$
1.14
See end of release for footnotes.
Guess?, Inc. and
Subsidiaries
Consolidated Segment
Data
(dollars in thousands)
Three Months Ended
Nine Months Ended
Nov 2, 2024
Oct 28, 2023
% change
Nov 2, 2024
Oct 28, 2023
% change
Net revenue:
Europe
$
368,429
$
344,472
7%
$
1,035,532
$
990,981
4%
Americas Retail
172,751
153,872
12%
498,441
464,984
7%
Americas Wholesale
98,849
55,288
79%
245,381
150,361
63%
Asia
65,478
64,498
2%
192,566
194,210
(1%)
Licensing
33,011
33,040
(0%)
91,101
84,944
7%
Total net revenue
$
738,518
$
651,170
13%
$
2,063,021
$
1,885,480
9%
Earnings (loss) from operations:
Europe
$
32,476
$
35,555
(9%)
$
69,431
$
84,344
(18%)
Americas Retail
(7,487
)
8,086
(193%)
(15,185
)
20,060
(176%)
Americas Wholesale
25,410
16,106
58%
55,517
40,264
38%
Asia
(1,281
)
636
(301%)
1,236
3,927
(69%)
Licensing
30,296
30,770
(2%)
84,110
79,419
6%
Total segment earnings from operations
79,414
91,153
(13%)
195,109
228,014
(14%)
Corporate overhead
(36,765
)
(34,106
)
8%
(134,935
)
(105,164
)
28%
Asset impairment charges
(1,091
)
(1,737
)
(37%)
(4,509
)
(6,293
)
(28%)
Net gains (losses) on lease
modifications
718
(537
)
(234%)
718
1,894
(62%)
Gain on sale of assets
—
—
13,781
—
Total earnings from operations
$
42,276
$
54,773
(23%)
$
70,164
$
118,451
(41%)
Operating margins:
Europe
8.8
%
10.3
%
6.7
%
8.5
%
Americas Retail
(4.3
%)
5.3
%
(3.0
%)
4.3
%
Americas Wholesale
25.7
%
29.1
%
22.6
%
26.8
%
Asia
(2.0
%)
1.0
%
0.6
%
2.0
%
Licensing
91.8
%
93.1
%
92.3
%
93.5
%
GAAP operating margin for total
Company
5.7
%
8.4
%
3.4
%
6.3
%
Certain professional service and legal
fees and related (credits) costs4,6
0.0
%
0.2
%
0.0
%
0.0
%
Transaction costs4,7
—
%
—
%
0.3
%
—
%
Separation charges4,8
—
%
—
%
0.3
%
—
%
Asset impairment charges4,9
0.1
%
0.3
%
0.2
%
0.4
%
Net (gains) losses on lease
modifications4,10
(0.0
%)
0.0
%
(0.0
%)
(0.1
%)
Gain on sale of assets4,11
—
%
—
%
(0.7
%)
—
%
Adjusted operating margin for total
Company4
5.8
%
8.9
%
3.5
%
6.6
%
See end of release for footnotes.
Guess?, Inc. and
Subsidiaries
Constant Currency Financial
Measures
(dollars in thousands)
As Reported
Foreign Currency
Impact
Constant Currency
As Reported
As Reported
Constant Currency
Nov 2, 2024
Oct 28, 2023
Three Months Ended
% change
Net revenue:
Europe
$
368,429
$
(2,849
)
$
365,580
$
344,472
7%
6%
Americas Retail
172,751
2,390
175,141
153,872
12%
14%
Americas Wholesale
98,849
2,235
101,084
55,288
79%
83%
Asia
65,478
(3
)
65,475
64,498
2%
2%
Licensing
33,011
—
33,011
33,040
0%
0%
Total net revenue
$
738,518
$
1,773
$
740,291
$
651,170
13%
14%
Nine Months Ended
Net revenue:
Europe
$
1,035,532
$
25,826
$
1,061,358
$
990,981
4%
7%
Americas Retail
498,441
2,410
500,851
464,984
7%
8%
Americas Wholesale
245,381
1,339
246,720
150,361
63%
64%
Asia
192,566
4,830
197,396
194,210
(1%)
2%
Licensing
91,101
—
91,101
84,944
7%
7%
Total net revenue
$
2,063,021
$
34,405
$
2,097,426
$
1,885,480
9%
11%
Guess?, Inc. and
Subsidiaries
Selected Condensed
Consolidated Balance Sheet Data
(in thousands)
Nov 2, 2024
Feb 3, 2024
Oct 28, 2023
ASSETS
Cash and cash equivalents
$
140,911
$
360,285
$
244,103
Receivables, net
383,367
314,769
340,784
Inventories
675,752
466,297
562,386
Other current assets
103,720
84,122
81,220
Property and equipment, net
236,480
246,648
234,572
Restricted cash
1,411
—
—
Operating lease right-of-use assets
794,066
667,031
657,363
Other assets
458,954
450,869
358,349
Total assets
$
2,794,661
$
2,590,021
$
2,478,777
LIABILITIES AND STOCKHOLDERS’
EQUITY
Current portion of borrowings and finance
lease obligations
$
42,836
$
40,781
$
41,695
Current operating lease liabilities
180,835
166,451
165,420
Current portion of convertible senior
notes due 2024, net
—
48,048
114,985
Other current liabilities
625,112
536,277
514,294
Long-term debt and finance lease
obligations
238,306
28,210
131,821
Convertible senior notes due 2028, net
340,617
336,717
266,551
Long-term operating lease liabilities
670,430
542,392
538,731
Other long-term liabilities
206,149
155,829
147,637
Redeemable and nonredeemable
noncontrolling interests
39,647
50,376
43,583
Guess?, Inc. stockholders’ equity
450,729
684,940
514,060
Total liabilities and stockholders’
equity
$
2,794,661
$
2,590,021
$
2,478,777
Guess?, Inc. and
Subsidiaries
Condensed Consolidated Cash
Flow Data
(in thousands)
Nine Months Ended
Nov 2, 2024
Oct 28, 2023
Net cash provided by (used in) operating
activities
$
(61,555
)
$
40,881
Net cash used in investing activities
(85,333
)
(56,624
)
Net cash used in financing activities
(61,977
)
(9,793
)
Effect of exchange rates on cash, cash
equivalents and restricted cash
(9,098
)
(6,126
)
Net change in cash, cash equivalents and
restricted cash
(217,963
)
(31,662
)
Cash and cash equivalents at the beginning
of the year
360,285
275,765
Cash, cash equivalents and restricted cash
at the end of the period
$
142,322
$
244,103
Supplemental information:
Depreciation and amortization
$
51,114
$
46,059
Total lease costs (excluding finance lease
cost)
$
260,528
$
233,063
Guess?, Inc. and
Subsidiaries
Reconciliation of Net Cash
Provided By (Used In) Operating Activities to Free Cash
Flow
(in thousands)
Nine Months Ended
Nov 2, 2024
Oct 28, 2023
Net cash provided by (used in) operating
activities
$
(61,555
)
$
40,881
Less: Purchases of property and
equipment
(63,552
)
(52,469
)
Less: Payments for property and equipment
under finance leases
(5,284
)
(4,898
)
Free cash flow
$
(130,391
)
$
(16,486
)
Guess?, Inc. and
Subsidiaries
Retail Store Data
Global Store and Concession
Count
Stores
Concessions
Region
Total
Directly Operated
Partner Operated
Total
Directly Operated
Partner Operated
As of Nov 2, 2024
United States
268
268
—
—
—
—
Canada
54
54
—
—
—
—
Central and South America
101
89
12
29
29
—
Total Americas
423
411
12
29
29
—
Europe and the Middle East
783
556
227
64
64
—
Asia and the Pacific
392
90
302
222
135
87
Total
1,598
1,057
541
315
228
87
As of Oct 28, 2023
United States
234
234
—
—
—
—
Canada
57
57
—
—
—
—
Central and South America
104
73
31
29
29
—
Total Americas
395
364
31
29
29
—
Europe and the Middle East
767
545
222
58
58
—
Asia and the Pacific
397
106
291
241
133
108
Total
1,559
1,015
544
328
220
108
Guess?, Inc. and
Subsidiaries
Footnotes to Condensed
Consolidated Financial Data
Footnote:
1
The Company’s outlook for the fourth
quarter and full fiscal year 2025 assumes that foreign currency
exchange rates remain at recently prevailing rates.
2
Amounts for the full fiscal 2025 outlook
exclude the following items: (i) certain professional service and
legal fees and related (credits) costs which the Company otherwise
would not have incurred as part of its business operations, (ii)
transaction costs in connection with the rag & bone
acquisition, (iii) separation charges related to the transition of
the operation of the Company’s U.S. distribution center, (iv) asset
impairment charges related primarily to impairment of property and
equipment related to certain retail locations resulting from
underperformance and expected store closures, (v) net gains on
lease modifications related primarily to the early termination of
certain lease agreements, (vi) loss on extinguishment of debt
related to the 2024 Notes, (vii) fair value remeasurement of
derivatives associated with the 2028 Notes (viii) gain on the sale
of assets related to the U.S. distribution center and the
settlement of the related interest rate swap and (ix) discrete
income tax adjustments. See the heading “Presentation of Non-GAAP
Information” for further information. The Company is unable to
predict future amounts with respect to these items, as such amounts
are inconsistent in magnitude and frequency and certain elements
used to estimate such items have not yet occurred or are out of the
Company’s control. As such, the Company has not considered any
future charges or credits with respect to these items in the
accompanying GAAP outlook.
3
Amounts for the fourth quarter and full
fiscal 2025 outlook exclude (i) the amortization of the debt
discount related to the 2028 Notes and (ii) the dilutive impact of
the Notes for adjusted diluted shares and corresponding interest
expenses at initial stock prices below $46.88 for the 2024 Notes
and $41.80 for the 2028 Notes, based on the bond hedge contracts in
place that will deliver shares to offset dilution. The Company
excludes the impact anticipated to be recorded and the diluted
impact anticipated in those periods as such amounts are reasonably
estimated. The Company has not assumed any potential share dilution
due to the related warrants.
4
The adjusted results exclude certain
professional service and legal fees and related (credits) costs,
transaction costs in connection with the acquisition of rag &
bone, separation charges related to the transition of the operation
of the Company’s U.S. distribution center, asset impairment
charges, net (gains) losses on lease modifications, loss on
extinguishment of debt, amortization of debt discount, fair value
remeasurement of derivatives associated with the 2028 Notes, gain
on the sale of assets related to the U.S. distribution center and
the settlement of the related interest rate swap, the related
income tax impacts of these adjustments, as well as certain
discrete income tax adjustments, where applicable. The weighted
average diluted shares outstanding used for adjusted diluted loss
per share excludes the dilutive impact of the Notes, based on the
bond hedge contracts in place. A reconciliation of actual results
to adjusted results is presented in the “Reconciliation of GAAP
Results to Adjusted Results.”
5
The Company excludes the dilutive impact
of the Notes at stock prices below $40.65 for the 2024 Notes and
below $37.61 for the 2028 Notes, based on the bond hedge contracts
in place that will deliver shares to offset dilution. At stock
prices in excess of $40.65 for the 2024 Notes and $37.61 for the
2028 Notes, the Company would have an obligation to deliver
additional shares in excess of the dilution protection provided by
the bond hedges.
6
Adjustments represent certain professional
service and legal fees and related (credits) costs which the
Company otherwise would not have incurred as part of its business
operations.
7
Adjustments represent transaction costs in
connection with the rag & bone acquisition which the Company
otherwise would not have incurred as part of its business
operations.
8
Adjustments represent separation charges
related to the transition of the operation of the Company’s U.S.
distribution center, which was formerly owner-operated, to a
third-party logistics provider.
9
Adjustments represent asset impairment
charges related primarily to impairment of property and equipment
related to certain retail locations resulting from
under-performance and expected store closures.
10
Adjustments represent net (gains) losses
on lease modifications related primarily to the early termination
of certain lease agreements.
11
Adjustments represent the gain on the sale
of assets related to the U.S. distribution center within earnings
from operations and the settlement of the related interest rate
swap within other income (expense).
12
Adjustments represent loss on
extinguishment of debt from a portion of the exchanged 2024 Notes
in April 2023 and March 2024.
13
In April 2023, January 2024 and March
2024, the Company issued $275 million, $65 million and $12 million
principal amount of 3.75% convertible senior notes due 2028 in
private offerings, respectively. The debt discount resulted from:
(1) the modification accounting for a portion of the exchanged 2024
Notes in April 2023, and (2) recognized embedded derivative
liability for the issuances of the Additional 2028 Notes. The debt
discount will be amortized as non-cash interest expense over the
term of the 2028 Notes.
14
Adjustments represent changes in fair
value of the equity-linked derivatives associated with the 2028
Notes.
15
Adjustments represent discrete income tax
items related primarily to a benefit recognized as a result of the
consolidation of certain business functions into Switzerland during
the third quarter of fiscal 2024 and, to a lesser extent, the
impact from changes in the income tax law in certain tax
jurisdictions.
16
The income tax effect of certain
professional service and legal fees and related (credits) costs,
transaction costs in connection with the acquisition of rag &
bone, separation charges related to the transition of the operation
of the Company’s U.S. distribution center, asset impairment
charges, net (gains) losses on lease modifications, loss on
extinguishment of debt, amortization of debt discount and gain on
the sale of assets related to the U.S. distribution center and the
settlement of the related interest rate swap was based on the
Company’s assessment of deductibility using the statutory income
tax rate (inclusive of the impact of valuation allowances) of the
tax jurisdiction in which the charges were incurred.
17
Adjustments include the related income tax
effect based on the Company’s assessment of deductibility using the
statutory income tax rate (inclusive of the impact of valuation
allowances) of the tax jurisdiction in which the charges were
incurred.
18
Adjustments represent the potentially
dilutive impact of outstanding stock options and restricted stock
units which are not included in the computation of diluted net loss
per share as the impact would be antidilutive.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241124746681/en/
Guess?, Inc. Fabrice Benarouche Senior Vice President Finance,
Investor Relations and Chief Accounting Officer (213) 765-5578
Guess (NYSE:GES)
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