0000832988false00008329882023-08-312023-08-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2023
SIGNET JEWELERS LIMITED
(Exact name of registrant as specified in its charter)
Commission File Number: 1-32349
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| Bermuda | Not Applicable |
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
Clarendon House
2 Church Street
Hamilton
HM11
Bermuda
(Address of principal executive offices, including zip code)
(441) 296 5872
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Shares of $0.18 each | | SIG | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Conditions
On August 31, 2023, Signet Jewelers Limited (the "Company") issued a press release announcing results for the second quarter ended July 29, 2023. A copy of the press release is attached hereto as Exhibit 99.1 to this Form 8-K.
The information contained in this Item 2.02 and the press release attached to this Current Report on Form 8-K (this "Report") as Exhibit 99.1 is being furnished. In accordance with General Instruction B.2 of Form 8-K, the information in this Report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated by specific reference in such filing.
Item 7.01 Regulation FD Disclosure
The Company is furnishing the investor presentation attached as Exhibit 99.2 to this report (“Investor Presentation”), which the Company intends to reference during the quarterly earnings call on August 31, 2023.
The information contained in this Item 7.01 and the Investor Presentation attached to this Report as Exhibit 99.2 is being furnished. In accordance with General Instruction B.2 of Form 8-K, the information in this Report shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits | | | | | | | | |
| Exhibit Number | | Description of Exhibit |
| 99.1 | | |
| | |
| 99.2 | | |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | | SIGNET JEWELERS LIMITED |
| | | | | | |
Date: | | August 31, 2023 | | By: | | /s/ Joan Hilson |
| | | | Name: | | Joan Hilson |
| | | | Title: | | Chief Financial, Strategy & Services Officer |
SIGNET JEWELERS REPORTS SECOND QUARTER FISCAL 2024 RESULTS
Outperformed Second Quarter Expectations and Reaffirms Outlook
Inventories Reduced 4% from Prior Year and 8% Excluding Acquisitions
HAMILTON, Bermuda, August 31, 2023 – Signet Jewelers Limited (“Signet”) (NYSE:SIG), the world's largest retailer of diamond jewelry, today announced its results for the 13 weeks ended July 29, 2023 (“second quarter Fiscal 2024”).
"Our team’s focus on the consumer enabled us to exceed our revenue and bottom-line commitments in the quarter while also advancing our strategic priorities. We remain confident in our ability to achieve our Fiscal 2024 guidance,” said Signet Chief Executive Officer Virginia C. Drosos. "Our reimagined merchandise assortment and upcoming holiday season initiatives will leverage our investments in innovation, digital capabilities, and data analytics to widen our competitive advantages. We believe the upcoming multi-year recovery of engagements remains on track to begin in the fourth quarter of this year."
“We’re reaffirming our full year revenue and non-GAAP operating income guidance today as we anticipate the current macro trends will continue and engagements will begin their recovery. Additionally, we are increasing our EPS guidance to reflect second quarter share repurchases,” said Joan Hilson, Chief Financial, Strategy and Services Officer. “We expanded our margin accretive Services capacity this quarter, advancing our commitment to the jewelry craft, B2B capabilities, and bringing more repairs in house. This network optimization is enabled through integration of the Blue Nile Seattle facility and the acquisition of SJR National Repair. Our cost savings initiatives of $225 to $250 million are on track, and our core inventory is healthy at 20% below pre-pandemic levels."
Second Quarter Fiscal 2024 Highlights:
•Sales of $1.6 billion, down $141.3 million or 8.1% (down 8.2%(1) on a constant currency basis) to Q2 of FY23.
•Same store sales (“SSS”)(2) down 12.0% to Q2 of FY23.
•GAAP operating income of $90.2 million, down $96.6 million from Q2 of FY23. Q2 of FY24 includes $4.8 million for integration-related charges for Blue Nile. Q2 of FY23 included $6.4 million related to the fair value adjustment of acquired inventory as well as acquisition-related charges.
•Non-GAAP operating income(1) of $102.7 million, down $90.5 million from Q2 of FY23.
•GAAP diluted earnings per share ("EPS") of $1.38, compared to $2.58 in Q2 of FY23, including $0.09 in integration-related charges for Blue Nile. Q2 of FY23 included $0.11 in charges relating to the fair value adjustment of acquired inventory as well as acquisition-related charges.
•Non-GAAP diluted EPS(1) of $1.55, compared to $2.68 in Q2 of FY23.
•Cash and cash equivalents, at quarter end, of $690.2 million, compared to $851.7 million in Q2 of FY23, reflecting the acquisition of Blue Nile in Q3 of FY23 and payment of legal settlements in Q1 of FY24.
•Year-to-date cash used in operating activities of $253.3 million, compared to cash used in first half of FY23 of $114.9 million, including approximately $200 million for the payment of legal settlements in the current year.
•Repurchased $43.3 million, or approximately 0.7 million shares, during the second quarter.
(1) See non-GAAP financial measures below.
(2) Same store sales include physical stores and eCommerce sales. Blue Nile has been excluded.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in millions, except per share amounts) | | Fiscal 24 Q2 | | Fiscal 23 Q2 | | | | YTD Fiscal 2024 | | YTD Fiscal 2023 | | |
| Sales | | $ | 1,613.6 | | $ | 1,754.9 | | | | $ | 3,281.6 | | | $ | 3,593.2 | | | |
SSS % change (1) | | (12.0) | % | | (8.2) | % | | | | (13.0) | % | | (3.0) | % | | |
| GAAP | | | | | | | | | | | | |
| Operating income | | $ | 90.2 | | $ | 186.8 | | | | $ | 191.9 | | | $ | 187.0 | | | |
| Operating margin | | 5.6 | % | | 10.6 | % | | | | 5.8 | % | | 5.2 | % | | |
| GAAP diluted EPS | | $ | 1.38 | | $ | 2.58 | | | | $ | 3.17 | | | $ | 0.90 | | | |
Non-GAAP (2) | | | | | | | | | | | | |
| Non-GAAP operating income | | $ | 102.7 | | $ | 193.2 | | | | $ | 209.2 | | | $ | 387.8 | | | |
| Non-GAAP operating margin | | 6.4 | % | | 11.0 | % | | | | 6.4 | % | | 10.8 | % | | |
| Non-GAAP diluted EPS | | $ | 1.55 | | $ | 2.68 | | | | $ | 3.33 | | | $ | 5.55 | | | |
(1) Same store sales include physical stores and eCommerce sales. Blue Nile has been excluded.
(2) See non-GAAP financial measures below.
Second Quarter Fiscal 2024 Results:
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| Change from previous year | | |
Second Quarter Fiscal 2024 | Same
store
sales | | Non-same store sales, net(2) | | Total sales at constant exchange rate (3) | | Exchange
translation
impact | | Total sales
as reported | | Total sales
(in millions) |
North America segment | (12.2) | % | | 5.2 | % | | (7.0) | % | | (0.1) | % | | (7.1) | % | | $ | 1,501.1 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
International segment | (8.4) | % | | (3.2) | % | | (11.6) | % | | 3.0 | % | | (8.6) | % | | $ | 102.0 | |
Other segment (1) | nm | | nm | | nm | | nm | | nm | | $ | 10.5 | |
Signet | (12.0) | % | | 3.8 | % | | (8.2) | % | | 0.1 | % | | (8.1) | % | | $ | 1,613.6 | |
(1) Includes sales from Signet’s diamond sourcing operation.
(2) Includes sales from Blue Nile which was not included in the results for the full comparable periods presented.
(3) See non-GAAP financial measures below.
nm Not meaningful.
By reportable segment:
North America
•Total sales of $1.5 billion, down 7.1% to Q2 of FY23 reflecting an increase of 4.4% in total average transaction value ("ATV"), driven primarily by lift from Blue Nile of approximately 5%, on a lower number of transactions.
•SSS declined 12.2% compared to Q2 of FY23.
International
•Total sales of $102.0 million, down 8.6% to Q2 of FY23 (down 11.6% on a constant currency basis) reflecting an increase of 3.3% in total ATV on a lower number of transactions.
•SSS declined 8.4% versus Q2 of FY23.
GAAP gross margin was $610.8 million, down from $664.7 million in Q2 of FY23. GAAP gross margin was 37.9% of sales, in line with Q2 of FY23 as favorable merchandise margins and a higher mix of our high margin Services business offset investments in digital banners and deleveraging of fixed costs such as store occupancy.
GAAP SG&A was $511.2 million, up from $477.3 million in Q2 of FY23. GAAP SG&A was 31.7% of sales, 450 basis points higher versus Q2 of FY23. The increase in SG&A as a percent of sales was due to approximately 120 basis points from strategic investments to grow the Company’s competitive advantages with the remainder driven by an advertising shift into Q2 due to the timing of Mother’s Day this year and deleveraging of fixed costs on lower volume.
GAAP operating income was $90.2 million or 5.6% of sales, down $96.6 million to Q2 of FY23.
Non-GAAP operating income was $102.7 million, or 6.4% of sales, compared to $193.2 million, or 11.0% of sales in the prior year second quarter. Non-GAAP operating income in the current quarter excluded $4.8 million for integration-related charges for Blue Nile.
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| | Second quarter Fiscal 2024 | | Second quarter Fiscal 2023 |
| GAAP Operating income in millions | | $ | | % of sales | | $ | | % of sales |
| North America segment | | $ | 117.1 | | | 7.8 | % | | $ | 210.1 | | | 13.0 | % |
| International segment | | (7.0) | | | (6.9) | % | | (2.0) | | | (1.8) | % |
| Other segment | | (1.0) | | | nm | | 1.8 | | | nm |
| Corporate and unallocated expenses | | (18.9) | | | nm | | (23.1) | | | nm |
| Total GAAP operating income | | $ | 90.2 | | | 5.6 | % | | $ | 186.8 | | | 10.6 | % |
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| | Second quarter Fiscal 2024 | | Second quarter Fiscal 2023 |
Non-GAAP Operating income in millions (1) | | $ | | % of sales | | $ | | % of sales |
| North America segment | | $ | 129.6 | | | 8.6 | % | | $ | 216.5 | | | 13.4 | % |
| International segment | | (7.0) | | | (6.9) | % | | (2.0) | | | (1.8) | % |
| Other segment | | (1.0) | | | nm | | 1.8 | | | nm |
| Corporate and unallocated expenses | | (18.9) | | | nm | | (23.1) | | | nm |
| Total Non-GAAP operating income | | $ | 102.7 | | | 6.4 | % | | $ | 193.2 | | | 11.0 | % |
(1) See non-GAAP financial measures below.
nm Not meaningful.
The current quarter GAAP income tax expense was $17.2 million compared to income tax expense of $35.6 million in Q2 of FY23. On a non-GAAP basis, income tax expense was $20.4 million compared to income tax expense of $37.3 million in Q2 of FY23.
GAAP diluted EPS was $1.38, down from $2.58 per diluted share in Q2 of FY23. GAAP diluted EPS in the current quarter includes $0.09 for integration-related charges for Blue Nile, $0.08 of restructuring charges and $0.06 related to asset impairment. Excluding these charges (and related tax effects), diluted EPS was $1.55 on a non-GAAP basis.
GAAP EPS and non-GAAP EPS for the second quarter of Fiscal 2024 include the impact of the preferred shares in the dilutive share count.
Acquisition
The Company acquired SJR National Repair, a full-service jewelry and watch repair services business and jewelry retailer, for approximately $6 million in July. This acquisition complements the recent transition of Signet’s Blue Nile Seattle Fulfillment Center to a new enterprise-wide repair facility called Signet Services Washington.
These additions expand the Company’s repair network to a total of more than 260 locations with over 1,800 jewelers. Signet’s national network enables it to keep setting the bar higher including the ability to now offer Business to Business repair services, watch repair services and mail-in capabilities, among other offerings.
Balance Sheet and Statement of Cash Flows Highlights:
Year to date cash used for operating activities was $253.3 million compared to cash used for operating activities of $114.9 million at this time last year. Cash and cash equivalents were $690.2 million as of quarter end, compared to $851.7 million at the end of Q2 of FY23. The year over year change to cash and cash equivalents was driven by the acquisition of Blue Nile and payment of legal settlements which totaled nearly $600 million combined. The Company ended the second quarter with an Adjusted Debt to Adjusted EBITDAR ratio of 2.3x on a trailing 12-month basis, well below the stated goal of less than 2.75x, and was 1.8x on an Adjusted Net Debt basis.
Inventory ended the quarter at $2.1 billion, down $96.9 million to Q2 of FY23 and excluding the acquisition of Blue Nile inventory was down more than $167 million, or 8% below Q2 of FY23, driven by Signet's consumer insights to predict dynamic conditions like the current engagement trough. Compared to Q2 of FY20, inventory excluding acquisitions is down more than 20% on higher revenue and clearance inventory is down approximately 50%.
Capital Returns to Shareholders:
Signet's Board of Directors has declared a quarterly cash dividend on common shares of $0.23 per share for the second quarter of Fiscal 2024, payable November 24, 2023 to shareholders of record on October 27, 2023, with an ex-dividend date of October 26, 2023.
During the first half of Fiscal 2024, Signet repurchased approximately 1.2 million shares at an average cost per share of $69.88, or $82.4 million including $43.3 million during the second quarter. Approximately $718 million remains under the Company’s multi-year authorization.
Third quarter and Full year Fiscal 2024 Guidance:
Forecasted non-GAAP operating income and diluted EPS provided below excludes potential non-recurring charges, such as restructuring charges, asset impairments or integration-related costs associated with the acquisition of Blue Nile. However, given the potential impact of non-recurring charges to the GAAP operating income and diluted EPS, we cannot provide forecasted GAAP operating income or diluted EPS or the probable significance of such items without unreasonable efforts. As such, we do not present a reconciliation of forecasted non-GAAP operating income and diluted EPS to corresponding forecasted GAAP amounts.
Signet's third quarter and full year Fiscal 2024 guidance for sales, operating income and diluted EPS is provided on a non-GAAP basis.
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| Third Quarter | | Fiscal 2024 (2) |
| Total sales | $1.36 billion to $1.41 billion | | $7.10 billion to $7.30 billion |
Operating income (1) | $10 million to $25 million | | $635 million to $675 million |
Diluted EPS (1) | | | $9.55 to $10.14 |
(1) See description of non-GAAP financial measures below.
(2) Fiscal 2024 is a 53-week fiscal year for Signet, ending February 3, 2024, driven by the retail industry calendar. The additional week will occur in Q4 of Fiscal 2024
The Company's third quarter and full year Fiscal 2024 outlook is based on the following assumptions:
•The Company continues to expect annual US Jewelry industry revenues to be down more than the Company’s initial expectations of mid-single digits, driven by the impacts of macroeconomic factors on consumer spending and continued shift of consumer discretionary spend. The Company’s guidance contemplates annual market share gains against this total industry performance range.
•Planned capital investments up to $200 million, reflecting investments in banner differentiation, including stores, Connected Commerce capabilities, and digital and technology advancement.
•The Company continues to expect headwinds in engagements with recovery beginning later in Fiscal 2024, and further rebound over the next three years. Bridal overall, inclusive of engagements, historically represents nearly 50% of Signet’s merchandise sales.
•Annual tax rate of approximately 19% excludes additional discrete items.
•Diluted EPS for Fiscal 2024 includes the repurchase of an additional 0.7 million shares during Q2 of FY24, the dilutive effect of the 8.2 million preferred shares and excludes the impact of any further share repurchases beyond what is reported today.
Our Purpose and Sustainable Growth:
As a company with a Purpose-inspired business strategy, Signet is committed to ongoing leadership in Corporate Citizenship & Sustainability and views Environmental, Social and Governance ("ESG") initiatives as an important growth driver. Signet released its Fiscal 2023 Corporate Citizenship & Sustainability Report including a progress report on its 2030 Corporate Sustainability Goals. The report reflects the Company's commitment to its Corporate Sustainability framework defined by Love for All People; Love for our Team; and Love for our Planet and Products. Since the release of its Corporate Sustainability Goals, approximately two years ago, the Company has successfully integrated the Inspiring Brilliance business strategy and long-term corporate sustainability initiatives into its culture and day to day business operations.
Conference Call:
A conference call is scheduled for August 31, 2023 at 8:30 a.m. ET and a simultaneous audio webcast is available at www.signetjewelers.com.
To pre-register for this call, please go to the following link:
https://emportal.ink/43Hk6my
You will receive your access details via email.
Joining by Telephone without pre-registering:
Canada dial-in number (Local): 1 416 764 8620
Toll Free US Dial-in: 1 888 575 5163
Please press # (pound) to speak with an operator
A replay and transcript of the call will be posted on Signet's website as soon as they are available and will be accessible for one year.
About Signet and Safe Harbor Statement:
Signet Jewelers Limited is the world's largest retailer of diamond jewelry. As a Purpose-driven and sustainability-focused company, Signet is a participant in the United Nations Global Compact and adheres to its principles-based approach to responsible business. Signet operates approximately 2,800 stores primarily under the name brands of Kay Jewelers, Zales, Jared, Banter by Piercing Pagoda, Diamonds Direct, Blue Nile, JamesAllen.com, Rocksbox, Peoples Jewellers, H. Samuel, and Ernest Jones. Further information on Signet is available at www.signetjewelers.com. See also www.kay.com, www.zales.com, www.jared.com, www.banter.com, www.diamondsdirect.com, www.bluenile.com, www.jamesallen.com, www.rocksbox.com, www.peoplesjewellers.com, www.hsamuel.co.uk, www.ernestjones.co.uk.
This release contains statements which are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon management's beliefs and expectations as well as on assumptions made by and data currently available to management, appear in a number of places throughout this document and include statements regarding, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. The use of the words "expects," "intends," "anticipates," "estimates," "predicts," "believes," "should," "potential," "may," "preliminary," "forecast," "objective," "plan," or "target," and other similar expressions are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties which could cause the actual results to not be realized, including, but not limited to: difficulty or delay in executing or integrating an acquisition, including Diamonds Direct and Blue Nile; executing other major business or strategic initiatives, such as expansion of the services business or realizing the benefits of our restructuring plan; the negative impacts that the COVID-19 pandemic has had, and could have in the future, on our business, financial condition, profitability and cash flows, including without limitation risks relating to shifts in consumer spending away from the jewelry category, trends toward more experiential purchases such as travel, disruptions in the dating cycle caused by the pandemic and the pace at which such impacts on engagements are expected to recover, and the impacts of the expiration of government stimulus on overall consumer spending (including the anticipated expiration of student loan relief); general economic or market conditions, including impacts of inflation or other pricing environment factors on our commodity costs (including diamonds) or other operating costs; a prolonged slowdown in the growth of the jewelry market or a recession in the overall economy; financial market risks; a decline in consumer discretionary spending or deterioration in consumer financial position; disruptions in our supply chain; our ability to attract and retain labor; our ability to optimize our transformation strategies; changes to regulations relating to customer credit; disruption in the availability of credit for customers and customer inability to meet credit payment obligations, which has occurred and may continue to deteriorate; our ability to achieve the benefits related to the outsourcing of the credit portfolio, including due to technology disruptions and/or disruptions arising from changes to or termination of the relevant outsourcing agreements, as well as a potential increase in credit costs due to the current interest rate environment; deterioration in the performance of individual businesses or of our market value relative to its book value, resulting in impairments of long-lived assets or intangible assets or other adverse financial consequences; the volatility of our stock price; the impact of financial covenants, credit ratings or interest volatility on our ability to borrow; our ability to maintain adequate levels of liquidity for our cash needs, including debt obligations, payment of dividends, planned share repurchases (including execution of accelerated share repurchases and the payment of related to excise taxes) and capital expenditures as well as the ability of our customers, suppliers and lenders to access sources of liquidity to provide for their own cash needs; changes in our
credit rating; potential regulatory changes; future legislative and regulatory requirements in the US and globally relating to climate change, including any new climate related disclosure or compliance requirements, such as those recently proposed by the SEC; exchange rate fluctuations; the cost, availability of and demand for diamonds, gold and other precious metals, including any impact on the global market supply of diamonds due to the ongoing Russia-Ukraine conflict or related sanctions; stakeholder reactions to disclosure regarding the source and use of certain minerals; scrutiny or detention of goods produced in certain territories resulting from trade restrictions; seasonality of our business; the merchandising, pricing and inventory policies followed by us and our ability to manage inventory levels; our relationships with suppliers including the ability to continue to utilize extended payment terms and the ability to obtain merchandise that customers wish to purchase; the failure to adequately address the impact of existing tariffs and/or the imposition of additional duties, tariffs, taxes and other charges or other barriers to trade or impacts from trade relations; the level of competition and promotional activity in the jewelry sector; our ability to optimize our multi-year strategy to gain market share, expand and improve existing services, innovate and achieve sustainable, long-term growth; the maintenance and continued innovation of our OmniChannel retailing and ability to increase digital sales, as well as management of digital marketing costs; changes in consumer attitudes regarding jewelry and failure to anticipate and keep pace with changing fashion trends; changes in the supply and consumer acceptance of and demand for gem quality lab created diamonds and adequate identification of the use of substitute products in our jewelry; ability to execute successful marketing programs and manage social media; the ability to optimize our real estate footprint, including operating in attractive trade areas and mall locations; the performance of and ability to recruit, train, motivate and retain qualified team members - particularly in regions experiencing low unemployment rates; management of social, ethical and environmental risks; the reputation of Signet and its banners; inadequacy in and disruptions to internal controls and systems, including related to the migration to new information technology systems which impact financial reporting; security breaches and other disruptions to our information technology infrastructure and databases; an adverse development in legal or regulatory proceedings or tax matters, including any new claims or litigation brought by employees, suppliers, consumers or shareholders, regulatory initiatives or investigations, and ongoing compliance with regulations and any consent orders or other legal or regulatory decisions; failure to comply with labor regulations; collective bargaining activity; changes in corporate taxation rates, laws, rules or practices in the US and other jurisdictions in which our subsidiaries are incorporated, including developments related to the tax treatment of companies engaged in Internet commerce or deductions associated with payments to foreign related parties that are subject to a low effective tax rate; risks related to international laws and Signet being a Bermuda corporation; risks relating to the outcome of pending litigation; our ability to protect our intellectual property or assets including cash which could be affected by failure of a financial institution or conditions affecting the banking system and financial markets as a whole; changes in assumptions used in making accounting estimates relating to items such as extended service plans; or the impact of weather-related incidents, natural disasters, organized crime or theft, strikes, protests, riots or terrorism, acts of war (including the ongoing Russia-Ukraine conflict), or another public health crisis or disease outbreak, epidemic or pandemic on our business.
For a discussion of these and other risks and uncertainties which could cause actual results to differ materially from those expressed in any forward looking statement, see the “Risk Factors” and “Forward-Looking Statements” sections of Signet’s Fiscal 2023 Annual Report on Form 10-K filed with the SEC on March 16, 2023 and quarterly reports on Form 10-Q and the “Safe Harbor Statements” in current reports on Form 8-K filed with the SEC. Signet undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.
Investors:
Rob Ballew
Senior Vice President, Investor Relations
robert.ballew@signetjewelers.com
or
investorrelations@signetjewelers.com
Media:
Colleen Rooney
Chief Communications & ESG Officer
+1-330-668-5932
colleen.rooney@signetjewelers.com
Non-GAAP Financial Measures
In addition to reporting the Company's financial results in accordance with generally accepted accounting principles ("GAAP"), the Company reports certain financial measures on a non-GAAP basis. The Company believes that non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, can provide more information to assist investors in evaluating historical trends and current period performance and liquidity. These non-GAAP financial measures should be considered in addition to, and not superior to or as a substitute for, the GAAP financial measures presented in this earnings release and the Company’s condensed consolidated financial statements and other publicly filed reports. In addition, our non-GAAP financial measures may not be the same as or comparable to similar non-GAAP measures presented by other companies.
The Company reports the following non-GAAP financial measures: non-GAAP operating income, non-GAAP operating margin, non-GAAP diluted earnings per share ("EPS"), free cash flow, sales changes on a constant currency basis, and adjusted debt and adjusted net debt leverage ratios.
Non-GAAP operating income is a non-GAAP measure defined as operating income excluding the impact of certain items which management believes are not necessarily reflective of normal operational performance during a period. Management finds the information useful when analyzing operating results to appropriately evaluate the performance of the business without the impact of these certain items. Management believes the consideration of measures that exclude such items can assist in the comparison of operational performance in different periods which may or may not include such items. Management also utilizes non-GAAP operating margin, defined as non-GAAP operating income as a percentage of total sales, to further evaluate the effectiveness and efficiency of the Company’s flexible operating model.
Non-GAAP diluted EPS is a non-GAAP measure defined as diluted EPS excluding the impact of certain items which management believes are not necessarily reflective of normal operational performance during a period. Management finds the information useful when analyzing financial results in order to appropriately evaluate the performance of the business without the impact of these certain items. In particular, management believes the consideration of measures that exclude such items can assist in the comparison of performance in different periods which may or may not include such items. The Company estimates the tax effect of all non-GAAP adjustments by applying a statutory tax rate to each item. The income tax items represent the discrete amount that affected the diluted EPS during the period.
Free cash flow is a non-GAAP measure defined as the net cash provided by (used in) operating activities less purchases of property, plant and equipment. Management considers this metric to be helpful in understanding how the business is generating cash from its operating and investing activities that can be used to meet the financing needs of the business. Free cash flow is an indicator frequently used by management in evaluating its overall liquidity needs and determining appropriate capital allocation strategies. Free cash flow does not represent the residual cash flow available for discretionary purposes.
The Company provides the year-over-year change in total sales excluding the impact of foreign currency fluctuations to provide transparency to performance and enhance investors’ understanding of underlying business trends. The effect from foreign currency, calculated on a constant currency basis, is determined by applying current year average exchange rates to prior year sales in local currency.
The adjusted debt and adjusted net debt leverage ratios are non-GAAP measures calculated by dividing Signet’s adjusted debt or adjusted net debt by adjusted EBITDAR. Adjusted debt is a non-GAAP measure defined as debt recorded in the condensed consolidated balance sheet, plus Preferred Shares, plus an adjustment for operating leases (5x annual rent expense). Adjusted net debt, a non-GAAP measure, is adjusted debt less the cash and cash equivalents on hand as of the balance sheet dates. Adjusted EBITDAR is a non-GAAP measure, defined as earnings before interest and income taxes, depreciation and amortization, share-based compensation expense, other non-operating expense, net and certain non-GAAP accounting adjustments (“Adjusted EBITDA”) and further excludes minimum fixed rent expense for properties occupied under operating leases. Adjusted EBITDA and Adjusted EBITDAR are considered important indicators of operating performance as they exclude the effects of financing and investing activities by eliminating the effects of interest, depreciation and amortization costs and certain accounting adjustments. Management believes these financial measures are helpful to investors and analysts to analyze trends in Signet’s business and evaluate Signet’s performance. The adjusted debt leverage ratio is a key priority of the Company’s capital allocation strategy used in measuring the Company’s optimized capital structure. The adjusted net debt leverage is supplemental to this ratio as it is deemed useful to both investors and management to consider cash on hand available to pay down debt. The adjusted debt and adjusted net debt leverage ratios are presented on a trailing twelve-month (“TTM”) basis, which uses Adjusted EBITDAR calculated on the prior four fiscal quarters.
The following information provides reconciliations of the most comparable financial measures calculated and presented in accordance with GAAP to presented non-GAAP financial measures.
Free cash flow
| | | | | | | | | | | | | | | | |
| | 26 weeks ended |
| (in millions) | | July 29, 2023 | | July 30, 2022 | | |
| Net cash used in operating activities | | $ | (253.3) | | | $ | (114.9) | | | |
Purchase of property, plant and equipment | | (55.4) | | | (58.2) | | | |
Free cash flow | | $ | (308.7) | | | $ | (173.1) | | | |
| | | | | | |
| | | | | | |
Non-GAAP operating income
| | | | | | | | | | | | | | | | | | | | | | | | | |
| 13 weeks ended | | 26 weeks ended |
| (in millions) | July 29, 2023 | | July 30, 2022 | | | | July 29, 2023 | | July 30, 2022 |
| Total GAAP operating income | $ | 90.2 | | | $ | 186.8 | | | | | $ | 191.9 | | | $ | 187.0 | |
Litigation charges (1) | — | | | — | | | | | (3.0) | | | 190.0 | |
Acquisition and integration-related costs (2) | 4.8 | | | 6.4 | | | | | 12.6 | | | 10.8 | |
Restructuring charges (3) | 4.2 | | | — | | | | | 4.2 | | | — | |
Asset impairments (3) | 3.5 | | | — | | | | | 3.5 | | | — | |
| | | | | | | | | |
| Total non-GAAP operating income | $ | 102.7 | | | $ | 193.2 | | | | | $ | 209.2 | | | $ | 387.8 | |
North America segment non-GAAP operating income
| | | | | | | | | | | | | | | | | | | | | | | | | |
| 13 weeks ended | | 26 weeks ended |
| (in millions) | July 29, 2023 | | July 30, 2022 | | | | July 29, 2023 | | July 30, 2022 |
| North America segment GAAP operating income | $ | 117.1 | | | $ | 210.1 | | | | | $ | 241.8 | | | $ | 234.9 | |
Litigation charges (1) | — | | | — | | | | | (3.0) | | | 190.0 | |
Acquisition and integration-related costs (2) | 4.8 | | | 6.4 | | | | | 12.6 | | | 10.8 | |
Restructuring charges (3) | 4.2 | | | — | | | | | 4.2 | | | — | |
Asset impairments (3) | 3.5 | | | — | | | | | 3.5 | | | — | |
| | | | | | | | | |
| North America segment non-GAAP operating income | $ | 129.6 | | | $ | 216.5 | | | | | $ | 259.1 | | | $ | 435.7 | |
Non-GAAP income tax provision
| | | | | | | | | | | | | | | | | | | | | | | |
| 13 weeks ended | | 26 weeks ended |
| (in millions) | July 29, 2023 | | July 30, 2022 | | July 29, 2023 | | July 30, 2022 |
| GAAP income tax expense (benefit) | $ | 17.2 | | | $ | 35.6 | | | $ | 26.7 | | | $ | (19.6) | |
Litigation charges (1) | — | | | — | | | (0.8) | | | 47.7 | |
Pension settlement loss (6) | — | | | 0.2 | | | 4.1 | | | 25.2 | |
Acquisition and integration-related costs (2) | 1.2 | | | 1.5 | | | 3.1 | | | 2.6 | |
Restructuring charges (3) | 1.1 | | | — | | | 1.1 | | | — | |
Asset impairments (3) | 0.9 | | | — | | | 0.9 | | | — | |
| | | | | | | |
| | | | | | | |
| Non-GAAP income tax expense | $ | 20.4 | | | $ | 37.3 | | | $ | 35.1 | | | $ | 55.9 | |
Non-GAAP effective tax rate
| | | | | | | | | | | | | |
| 13 weeks ended |
| July 29, 2023 | | July 30, 2022 | | |
| GAAP effective tax rate | 18.6 | % | | 19.7 | % | | |
Acquisition and integration-related costs (2) | 0.4 | % | | 0.1 | % | | |
Restructuring charges (3) | 0.3 | % | | — | % | | |
| | | | | |
| | | | | |
Asset impairments (3) | 0.2 | % | | — | % | | |
| | | | | |
| Non-GAAP effective tax rate | 19.5 | % | | 19.8 | % | | |
Non-GAAP diluted EPS
| | | | | | | | | | | | | | | | | | | | | | | | | |
| 13 weeks ended | | 26 weeks ended |
| July 29, 2023 | | July 30, 2022 | | | | July 29, 2023 | | July 30, 2022 |
| GAAP diluted EPS | $ | 1.38 | | | $ | 2.58 | | | | | $ | 3.17 | | | $ | 0.90 | |
Litigation charges (1) | — | | | — | | | | | (0.06) | | | 3.82 | |
Pension settlement loss (6) | — | | | 0.02 | | | | | — | | | 2.67 | |
Acquisition and integration-related costs (2) | 0.09 | | | 0.11 | | | | | 0.24 | | | 0.22 | |
Restructuring charges (3) | 0.08 | | | — | | | | | 0.08 | | | — | |
Asset impairments (3) | 0.06 | | | — | | | | | 0.06 | | | — | |
Dilution effect (4) | — | | | — | | | | | — | | | (0.53) | |
Tax impact of items above (5) | (0.06) | | | (0.03) | | | | | (0.16) | | | (1.53) | |
| Non-GAAP diluted EPS | $ | 1.55 | | | $ | 2.68 | | | | | $ | 3.33 | | | $ | 5.55 | |
Adjusted debt and adjusted net debt leverage ratios
| | | | | | | | | | | |
| As of |
| (in millions) | July 29, 2023 | | July 30, 2022 |
Adjusted debt and adjusted net debt: | | | |
Current portion of long-term debt | $ | 147.5 | | | $ | — | |
Long-term debt | — | | | 147.2 | |
Redeemable Series A Convertible Preference Shares | 654.7 | | | 653.0 | |
Adjustments: | | | |
5x Rent expense | 2,232.0 | | | 2,212.5 | |
Adjusted debt | $ | 3,034.2 | | | $ | 3,012.7 | |
| Less: Cash and cash equivalents | 690.2 | | | 851.7 | |
| Adjusted net debt | $ | 2,344.0 | | | $ | 2,161.0 | |
| | | |
| TTM Adjusted EBITDAR | $ | 1,332.1 | | | $ | 1,547.5 | |
| | | |
| Adjusted debt leverage ratio | 2.3x | | 1.9x |
| | | |
| Adjusted net debt leverage ratio | 1.8x | | 1.4x |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 26 weeks ended | | 52 week period ended | | 52 week period ended |
| (in millions) | July 29, 2023 | | July 30, 2022 | | July 31, 2021 | | January 28, 2023 | | January 29, 2022 | | July 29, 2023 | | July 30, 2022 |
| Calculation: | A | | B | | C | | D | | E | | A + D - B | | B + E - C |
Adjusted EBITDAR: | | | | | | | | | | | | | |
| Net income | $ | 172.5 | | | $ | 61.9 | | | $ | 363.0 | | | $ | 376.7 | | | $ | 769.9 | | | $ | 487.3 | | | $ | 468.8 | |
Income taxes | 26.7 | | | (19.6) | | | 23.0 | | | 74.5 | | | 114.5 | | | 120.8 | | | 71.9 | |
Interest (income) expense, net | (7.4) | | | 7.8 | | | 8.3 | | | 13.5 | | | 16.9 | | | (1.7) | | | 16.4 | |
Depreciation and amortization | 86.7 | | | 79.8 | | | 83.7 | | | 164.5 | | | 163.5 | | | 171.4 | | | 159.6 | |
Amortization of unfavorable contracts | (0.9) | | | (0.9) | | | (2.4) | | | (1.8) | | | (3.3) | | | (1.8) | | | (1.8) | |
Share-based compensation | 25.2 | | | 22.9 | | | 25.5 | | | 42.0 | | | 45.8 | | | 44.3 | | | 43.2 | |
Other non-operating (income) expense, net (6) | 0.1 | | | 136.9 | | | (0.2) | | | 140.2 | | | 2.1 | | | 3.4 | | | 139.2 | |
Other accounting adjustments (7) | 17.3 | | | 200.8 | | | (2.2) | | | 245.5 | | | 4.7 | | | 62.0 | | | 207.7 | |
Adjusted EBITDA | $ | 320.2 | | | $ | 489.6 | | | $ | 498.7 | | | $ | 1,055.1 | | | $ | 1,114.1 | | | $ | 885.7 | | | $ | 1,105.0 | |
Rent expense | 220.5 | | | 220.6 | | | 221.4 | | | 446.5 | | | 443.3 | | | 446.4 | | | 442.5 | |
Adjusted EBITDAR | $ | 540.7 | | | $ | 710.2 | | | $ | 720.1 | | | $ | 1,501.6 | | | $ | 1,557.4 | | | $ | 1,332.1 | | | $ | 1,547.5 | |
Footnotes to Non-GAAP Reconciliation Tables
(1) Fiscal 2024 includes a credit to income related to the adjustment of the prior litigation accrual. Fiscal 2023 includes charges for settlement of a previously disclosed litigation matter.
(2) Acquisition and integration-related costs include integration costs, primarily severance and retention, exit and disposal costs, and system decommissioning costs incurred for the integration of Blue Nile in Fiscal 2024. The 13 and 26 weeks ended July 29, 2023 includes $0.1 million and $1.4 million, respectively, recorded to cost of sales, and $4.7 million and $11.2 million, respectively, recorded to SG&A. Fiscal 2023 included the impact of the fair value step-up for inventory from Diamonds Direct which was recorded to cost of sales, as well as professional fees for direct transaction-related costs incurred for the acquisition of Blue Nile.
(3) Restructuring and asset impairment charges were incurred as a result of the Company’s rationalization of store footprint and reorganization of certain centralized functions in the second quarter of Fiscal 2024.
(4) The adjusted diluted weighted average common shares outstanding for the 26 weeks ended July 30, 2022 includes the dilutive effect of the 8.0 million preferred shares which were excluded from the calculation of GAAP diluted EPS for the same period, as their effect was antidilutive.
(5) The tax effect includes a $0.07 impact of the other comprehensive income recognized in earnings from the release of the remaining tax benefit associated with the buy-out of the UK pension completed in the first quarter of Fiscal 2024.
(6) Non-operating expenses includes primarily pre-tax pension settlement charges of $132.8 million and $133.7 million during the 26 weeks ended July 30, 2022, and 52 weeks ended January 28, 2023, respectively.
(7) Other accounting adjustments are inclusive of those items described within footnotes 1 through 3 above. Additional accounting adjustments include certain asset impairment charges, charges in connection with the Company’s transformation plan, as well as the gains associated with the sale of customer in-house finance receivables as previously disclosed in prior periods.
Condensed Consolidated Statements of Operations (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 13 weeks ended | | 26 weeks ended |
(in millions, except per share amounts) | | July 29, 2023 | | July 30, 2022 | | July 29, 2023 | | July 30, 2022 |
Sales | | $ | 1,613.6 | | | $ | 1,754.9 | | | $ | 3,281.6 | | | $ | 3,593.2 | |
Cost of sales | | (1,002.8) | | | (1,090.2) | | | (2,038.8) | | | (2,204.8) | |
Gross margin | | 610.8 | | | 664.7 | | | 1,242.8 | | | 1,388.4 | |
Selling, general and administrative expenses | | (511.2) | | | (477.3) | | | (1,041.6) | | | (1,010.4) | |
Other operating expense, net | | (9.4) | | | (0.6) | | | (9.3) | | | (191.0) | |
| Operating income | | 90.2 | | | 186.8 | | | 191.9 | | | 187.0 | |
Interest income (expense), net | | 1.8 | | | (3.4) | | | 7.4 | | | (7.8) | |
Other non-operating income (expense), net | | 0.3 | | | (2.4) | | | (0.1) | | | (136.9) | |
| Income before income taxes | | 92.3 | | | 181.0 | | | 199.2 | | | 42.3 | |
Income taxes | | (17.2) | | | (35.6) | | | (26.7) | | | 19.6 | |
| Net income | | $ | 75.1 | | | $ | 145.4 | | | $ | 172.5 | | | $ | 61.9 | |
Dividends on redeemable convertible preferred shares | | (8.6) | | | (8.6) | | | (17.2) | | | (17.2) | |
| Net income attributable to common shareholders | | $ | 66.5 | | | $ | 136.8 | | | $ | 155.3 | | | $ | 44.7 | |
| | | | | | | | |
| Earnings per common share: | | | | | | | | |
Basic | | $ | 1.47 | | | $ | 2.95 | | | $ | 3.43 | | | $ | 0.94 | |
Diluted | | $ | 1.38 | | | $ | 2.58 | | | $ | 3.17 | | | $ | 0.90 | |
Weighted average common shares outstanding: | | | | | | | | |
Basic | | 45.2 | | | 46.4 | | | 45.3 | | | 47.6 | |
Diluted | | 54.3 | | | 56.3 | | | 54.5 | | | 49.7 | |
| | | | | | | | |
Dividends declared per common share | | $ | 0.23 | | | $ | 0.20 | | | $ | 0.46 | | | $ | 0.40 | |
Condensed Consolidated Balance Sheets (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
(in millions) | | July 29, 2023 | | January 28, 2023 | | July 30, 2022 |
Assets | | | | | | |
Current assets: | | | | | | |
Cash and cash equivalents | | $ | 690.2 | | | $ | 1,166.8 | | | $ | 851.7 | |
Accounts receivable | | 16.8 | | | 14.5 | | | 35.6 | |
Other current assets | | 177.0 | | | 165.9 | | | 199.4 | |
Income taxes | | 9.5 | | | 9.6 | | | 118.5 | |
Inventories | | 2,093.9 | | | 2,150.3 | | | 2,190.8 | |
Total current assets | | 2,987.4 | | | 3,507.1 | | | 3,396.0 | |
Non-current assets: | | | | | | |
| Property, plant and equipment, net | | 553.5 | | | 586.5 | | | 566.5 | |
Operating lease right-of-use assets | | 1,060.2 | | | 1,049.3 | | | 1,113.1 | |
Goodwill | | 754.1 | | | 751.7 | | | 486.4 | |
Intangible assets, net | | 406.5 | | | 407.4 | | | 312.8 | |
Other assets | | 287.9 | | | 281.7 | | | 254.7 | |
Deferred tax assets | | 37.8 | | | 36.7 | | | 34.9 | |
Total assets | | $ | 6,087.4 | | | $ | 6,620.4 | | | $ | 6,164.4 | |
Liabilities, Redeemable convertible preferred shares, and Shareholders’ equity | | | | | | |
Current liabilities: | | | | | | |
Current portion of long-term debt | | $ | 147.5 | | | $ | — | | | $ | — | |
Accounts payable | | 570.7 | | | 879.0 | | | 689.5 | |
Accrued expenses and other current liabilities | | 386.7 | | | 638.7 | | | 598.5 | |
Deferred revenue | | 358.3 | | | 369.5 | | | 326.9 | |
Operating lease liabilities | | 332.2 | | | 288.2 | | | 281.3 | |
Income taxes | | 56.9 | | | 72.7 | | | 23.9 | |
Total current liabilities | | 1,852.3 | | | 2,248.1 | | | 1,920.1 | |
Non-current liabilities: | | | | | | |
Long-term debt | | — | | | 147.4 | | | 147.2 | |
Operating lease liabilities | | 832.3 | | | 894.7 | | | 925.8 | |
Other liabilities | | 98.3 | | | 100.1 | | | 101.3 | |
Deferred revenue | | 869.0 | | | 880.1 | | | 873.9 | |
Deferred tax liabilities | | 166.7 | | | 117.6 | | | 175.2 | |
Total liabilities | | 3,818.6 | | | 4,388.0 | | | 4,143.5 | |
Commitments and contingencies | | | | | | |
| Redeemable Series A Convertible Preference Shares | | 654.7 | | | 653.8 | | | 653.0 | |
Shareholders’ equity: | | | | | | |
| Common shares | | 12.6 | | | 12.6 | | | 12.6 | |
Additional paid-in capital | | 220.0 | | | 259.7 | | | 245.6 | |
Other reserves | | 0.4 | | | 0.4 | | | 0.4 | |
| Treasury shares at cost | | (1,596.4) | | | (1,574.7) | | | (1,494.4) | |
Retained earnings | | 3,238.0 | | | 3,144.8 | | | 2,868.3 | |
Accumulated other comprehensive loss | | (260.5) | | | (264.2) | | | (264.6) | |
Total shareholders’ equity | | 1,614.1 | | | 1,578.6 | | | 1,367.9 | |
Total liabilities, redeemable convertible preferred shares and shareholders’ equity | | $ | 6,087.4 | | | $ | 6,620.4 | | $ | 6,164.4 |
Condensed Consolidated Statements of Cash Flows (Unaudited)
| | | | | | | | | | | | | | |
| | 26 weeks ended |
(in millions) | | July 29, 2023 | | July 30, 2022 |
Operating activities | | | | |
| Net income | | $ | 172.5 | | | $ | 61.9 | |
| Adjustments to reconcile net income to net cash used in operating activities: | | | | |
Depreciation and amortization | | 86.7 | | | 79.8 | |
Amortization of unfavorable contracts | | (0.9) | | | (0.9) | |
Share-based compensation | | 25.2 | | | 22.9 | |
Deferred taxation | | 47.8 | | | (11.0) | |
| | | | |
| Pension settlement loss | | 0.2 | | | 132.8 | |
| | | | |
Other non-cash movements | | 6.6 | | | 3.1 | |
Changes in operating assets and liabilities, net of acquisitions: | | | | |
| Increase in accounts receivable | | (2.4) | | | (15.7) | |
| | | | |
| Increase in other assets | | (24.8) | | | (4.9) | |
| Decrease (increase) in inventories | | 65.0 | | | (146.6) | |
| Decrease in accounts payable | | (300.0) | | | (221.2) | |
| (Decrease) increase in accrued expenses and other liabilities | | (257.1) | | | 95.3 | |
Change in operating lease assets and liabilities | | (31.8) | | | (3.6) | |
| (Decrease) increase in deferred revenue | | (24.8) | | | 2.3 | |
| Change in income tax receivable and payable | | (15.5) | | | (99.9) | |
Pension plan contributions | | — | | | (9.2) | |
| Net cash used in operating activities | | (253.3) | | | (114.9) | |
Investing activities | | | | |
Purchase of property, plant and equipment | | (55.4) | | | (58.2) | |
| | | | |
| | | | |
| | | | |
| Acquisitions | | (6.0) | | | (1.9) | |
| Other investing activities, net | | 0.5 | | | (14.9) | |
| Net cash used in investing activities | | (60.9) | | | (75.0) | |
Financing activities | | | | |
Dividends paid on common shares | | (19.4) | | | (18.3) | |
Dividends paid on redeemable convertible preferred shares | | (16.4) | | | (16.4) | |
| | | | |
Repurchase of common shares | | (82.4) | | | (291.0) | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Other financing activities, net | | (45.6) | | | (41.4) | |
| Net cash used in financing activities | | (163.8) | | | (367.1) | |
Cash and cash equivalents at beginning of period | | 1,166.8 | | | 1,418.3 |
| Decrease in cash and cash equivalents | | (478.0) | | | (557.0) | |
Effect of exchange rate changes on cash and cash equivalents | | 1.4 | | | (9.6) | |
Cash and cash equivalents at end of period | | $ | 690.2 | | | $ | 851.7 | |
Real Estate Portfolio:
Signet has a diversified real estate portfolio. On July 29, 2023, Signet had 2,761 stores totaling 4.2 million square feet of selling space. Compared to year-end Fiscal 2023, store count decreased by 47 and square feet of selling space decreased 1.1%.
| | | | | | | | | | | | | | | | | | | | | | | |
| Store count by segment | January 28, 2023 | | Openings | | Closures | | July 29, 2023 |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
North America segment | 2,475 | | 7 | | (28) | | 2,454 |
| | | | | | | |
| | | | | | | |
International segment | 333 | | 5 | | (31) | | 307 |
Signet | 2,808 | | 12 | | (59) | | 2,761 |
AUGUST 2023 INVESTOR PRESENTATION Exhibit 99.2
SAFE HARBOR STATEMENT This presentation contains certain forward-looking statements. Any statements that are not historical facts are subject to a number of risks and uncertainties, and actual results may differ materially. We urge you to read the risk factors, cautionary language, and other disclosure in the appendix of this presentation, our annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Except as required by law, we undertake no obligation to revise or publicly update forward-looking statements in light of new information or future events. During the presentation, we will discuss certain non-GAAP financial measures. For further discussion of the non-GAAP financial measures, as well as reconciliations of the non-GAAP financial measures to the most directly comparable GAAP measures, investors should review the appendix of this presentation, as well as our most recent earnings release available online at www.signetjewelers.com/investors. 1
Attractive Category Within Retail Growth Oppor tunities A Transformed Company Differentiated banners Retail footprint optimization Flexible operating model Stronger financial performance Growth Potential with Unique Scale in the Attractive Jewelry Category A TRANSFORMED SIGNET PRESENTS A STRONG INVESTMENT THESIS Unique Advantage Through Scale One of only four retail sightholders with DeBeers Connected commerce provides personalized shopping journey 3x larger than the closest US competitor by revenue Engagement Recovery Jewelry Services Accessible Luxury Digital and AI capabilities to increase market share Jewelry category averaged approximately 2% CAGR from 2000 to 20201 Bridal has historically been recession resilient Highly fragmented industry for consolidation opportunity 1 - Based on industry level data from BEA 2
1 - As of FY23 year-end 2 – Jewelry market reflects the combination of CY22 US estimated market of $65 billion, Canadian estimated market of C$5.7 billion and UK estimated market of £6.4 billion translated at 12/30/22 Fx rates 3 - Average of FY22-FY23 actuals and FY24 based on the mid-point of FY24 guidance provided on 8/31/23 Retail Footpr int1 Suppor t Centers SIGNET IS THE LEADING GLOBAL DIAMOND RETAILER AT 3X THE SIZE OF NEAREST COMPETITOR IN US • Signet (NYSE: SIG) operates ~2,800 stores across a diversified banner portfolio in North America and the United Kingdom • Consumer insight and digital led Company • More than $7 billion in annual revenue expected in a jewelry market of ~$77 billion2 • ~10%3 Non-GAAP operating margin driven by flexible operating model and elements of vertical integration • Nationally recognized as Great Place to WorkTM 3
Balanced capital allocation strategy Widening competitive advantages: estimated 3 points share growth in 3 years1 • Utilize scale to capture sourcing benefits • Leverage acquisition integration opportunities • Personalization and digital • Connected commerce provides unique shopping journey • Organic investments to drive market share gains • Maintain gross leverage ratio less than 2.75x EBITDAR • Return capital to shareholders through share repurchases and dividends ($0.9B over the last 3.5 years) CULTURE Cash generation and liquidity • Disciplined working capital management • Free Cash Flow conversion >70%3 • Total liquidity of $1.9B as of Q2 FY24 • Drive out costs (>$700m) • Transformed operating model including enhanced labor planning • Retail footprint optimization • Restructured financing arrangement to remove owned credit risk Strong annual non- GAAP operating margin ~10%2 1 - Market share is calculated annually. Based on industry and transaction data from MasterCard and market research company Circana, Signet estimates market share based on the Company’s growth rate versus the US jewelry industry 2 - Average of FY22-FY23 actuals and FY24 based on the mid-point of FY24 guidance provided on 8/31/23 3 - Free Cash Flow conversion defined as the (Net Cash Provided by Operating Activities less Purchases of Property, Plant and Equipment) / Non-GAAP Operating Income OUR FLEXIBLE OPERATING MODEL GENERATES SHAREHOLDER VALUE 4
5.2% 9.1% FY20 FY24 Guide 2 $318.3 $655.0 FY20 FY24 Guide 2 $6.1 $7.2 FY20 FY24 Guide 2 6.6% 9.7% FY19 FY2320 Revenue $ (in billions) Estimated U.S. Market Share3 Returned more than $940 million to shareholders through dividends and share repurchases since the star t of FY2020, or near ly 30% of cur rent market capitalization while reducing leverage Non-GAAP Operating Margin Non-GAAP Operating Income (in millions) We Believe We’ve Created a Flexible and Sustainable Operating Model TRANSFORMATION OVER THE LAST 4 YEARS HAS DOUBLED NON- GAAP OPERATING INCOME1 1 – Non-GAAP Operating income growth is mostly organic 2 - Reflects mid-point of FY24 guidance as of 8/31/23 3 - Market share is calculated annually. Based on industry and transaction data from MasterCard and market research company Circana, Signet estimates market share based on the Company’s growth rate versus the US jewelry industry 5
All data as of Q2 FY2024 1 - Converted Preferred shares increase diluted share count by 8.2 million shares 2 - See Appendix for reconciliation and definition 3 - The adjusted debt leverage ratios are presented on a trailing twelve-month (“TTM”) basis, which uses Adjusted EBITDAR calculated on the prior four fiscal quarters 4 – Net Debt to Adj EBITDA defined as Long term debt plus convertible preferred shares less cash / adjusted EBITDA as defined in the Non-GAAP reconciliations in the Appendix Target leverage < 2.75x Total Debt to Adjusted EBITDAR Signet’s cash floor is $250 to $300 million. We have a standing goal to end each year with a balance of approximately $800 million. Signet TTM Leverage Ratios2 Balance Sheet Amount Maturity Unsecured Notes $0.15B Jun CY24 Convertible Preferred1 $0.65B Nov CY24 5x Annual Rent $2.23B Total Adjusted Debt $3.03B Cash & Equivalents $0.69B Undrawn Facility $1.20B Jul CY26 Total Liquidity $1.89B OUR STRATEGY HAS BUILT A STRONG BALANCE SHEET 3 3 3,4 6 On a Net Debt to Adj. EBITDA basis, Signet’s leverage is near flat
SIGNET JEWELERS: OUR TRANSFORMATION
Old Signet SIGNET HAS FUNDAMENTALLY TRANSFORMED OVER THE LAST 5 YEARS New Signet Mid-Fine & Primarily Bridal Diverse Portfolio Across Semi-Fine, Mid-Tier and Accessible Luxury with Higher Fashion Penetration Banners Overlap and Compete with Each Other Differentiated Banner Value Propositions Aimed at Unique Customer Shopping Journeys Traditional Mall Retailer Reduced Mall Revenue Penetration Led by Focus On eCommerce, Off-Mall and Top-Market Strategy In-Store Focus and Footprint Digital & Consumer Insight Led Organization With >20% eCommerce Penetration On Balance Sheet Consumer Credit Portfolio Zero Consumer Credit on Balance Sheet With Strong Third-Party Partners Low-to-Mid Single Digit Annual Margins Structural Transformation Established a Flexible Operating Model With Strong Margins 8
Express their personalities through unique and meaningful design choices and combinations. Unexpected Individualize d Seek to be seen and acknowledged for their taste. Choose jewelry that reflects their/ others style. Bold Stylish On Trend Select and create thoughtful gifts for others which are tied to a greater meaning, sentiment, or memory. Thoughtful Give extravagantly to those they love as they believe gifts reflect on both the giver and the receiver. Romanti c Showy Prefer high quality and known brands. Careful to avoid style and gifting mistakes. Knowledgeabl e Quality TM ® J E W E L R Y Confident Creatives $11B Statement Makers $10B Generous Sentimentalist $17B Extroverted Romantics $10B Savvy Affluents $8B Occasion/ Journey Expression of Self (Self-Purchase) Expression of Love (Gifting, Bridal) Expression of Self Department Stores Independent Jewelers Costco Other Players FineValue Skew Mid-Fine Accessible LuxuryValue Est. Total Market STRATEGIC ALIGNMENT DROVE BANNER DIFFERENTIATION AND WE NOW COVER 80% OF THE JEWELRY CATEGORY 9
Optimizing our physical and digital footpr int has helped dr ive a ~50% increase to FY17 sales PSF STRATEGIC INVESTMENTS, ACQUISITIONS AND FLEET OPTIMIZATION HAVE CHANGED THE ARCHITECTURE OF OUR BUSINESS Digital Investments & Fleet Transformation Have Reduced Mall Penetration ~20 Points Investments in Fashion Category Increased Penetration Growth in Accessible Luxury Transformed Fleet, Scale and Flexible Operating Model Have Dr iven a Significant Increase In Margins, With Fur ther Oppor tunities to Improve Margins Ahead 10
FY17 FY20 FY23 6 Year Change eCommerce Penetration 6% 12% 20% +1400 bps Number of Stores 3,682 3,208 2,808 (24%) Sales Per Square Foot $1,255 $1,334 $1,864 +49% INVESTMENTS IN DIGITAL LEAD OUR RETAIL FOOTPRINT OPTIMIZATION ~ 2/3 of customers utilize both digital and in store channels in their shopping journey Digital traffic up 54%, on a comparable basis, in FY24 compared to pre-pandemic levels 25% of online orders elect to use one of our flexible fulfillment options such as ship from store or buy online pick-up in store 11
c Provides credit to the large major ity of Signet customers Often offers credit to customers that are passed on for the initial underwr iting Provides customers with an alternative payment option that is not FICO dependent Payment solutions that are becoming increasingly popular with Millennials and Gen Z No consumer credit on balance sheet | Provides guaranteed commitment levels | Reflects historically stable delinquency rates among finance partners SIGNET HAS SHIFTED FROM ON-BALANCE SHEET CREDIT TO STRONG 3RD PARTY PARTNERSHIPS TO PROVIDE FINANCING OPTIONS FOR CONSUMERS c Pr ime credit par tner ‘Second Look’ credit par tner Lease- to- own par tner “Buy Now Pay Later” and “Installment Loan” 12
1 - Reflects mid-point of FY24 guidance, as of 8/31/23 1 SIG’S FY24 REVENUE GAINS ARE FROM CORE MARKET SHARE GROWTH & ACQUISITIONS, NOT A SUSTAINING COVID IMPACT Strategic organic investments and acquisitions drove market share growth, par tially offset by pandemic reduced engagement activity in FY2024 13
$318m $655m 5.2% +0 .4% +2.7% +2.9% +3.1% (1.7%) (2.6%) (2.2%) 9.1% +1.3% 1 More than $700 million in cost outs over 4 years HIGHER MARGINS GENERATED BY INITIATIVES & FLEXIBLE MODEL We believe strategic investments position Signet to fur ther grow market share 1 - Reflects mid-point of FY24 guidance, as of 8/31/23 FY20 Op Income Services Accretion Credit Transformation Optimized Labor Model Fleet Optimization FY24 Cost Savings Br idal Trough Strategic Investments Inflation FY24 Guidance1 Midpoint 14
MID-TERM GROWTH STRATEGY
WE BELIEVE OUR STRATEGY PROVIDES A CLEAR PATH TO DELIVER STRONG GROWTH OVER THE NEXT 3-5 YEARS Signet’s Mid- term Goals 1 - Based on midpoint of FY2024 guidance range as of August 31, 2023 2 - Midterm EPS assumes continued dilution from preferred shares, constant share count and 25% statutory tax rate $9–10B Up from $7.2B in FY20241 In Tot a l Re ve n u e 11–12% Up from ~9.1% in FY20241 Non - GAAP Oper at in g Mar gin 11–12% Up from 9.7% in FY2023 U.S. Mar ket Shar e $14 - $16 Non- GAAP EPS2 +42% to 63% vs FY20241 16
$1B+ Ad d it ion a l Re ve n u e Gr owt h Dr ive r s Win n in g in Dig i t a l So u r c in g C o n n e c t e d C o m m e r c e / O m n i - C h a n n e l a p p r o a c h Fle xib le Op e r a t in g Mo d e l Cap ab ilit y Leve r s Cu lt u r e $0 .6B Ad d it ion a l Re ve n u e $0 .5B Ad d it ion a l Re ve n u e ~ $0 .5B Ad d it ion a l Re ve n u e SIGNIFICANT RUNWAY FOR GROWTH DRIVEN BY STRATEGIC INVESTMENTS, ENGAGEMENT RECOVERY Mid- term Revenue Growth Pillars Engagement Recovery Accessible Luxury Banners Services Share Gains: Marketing, Digital, Data Accessible Luxury opportunity includes its share of Bridal and Market Share Gain. 17
ENGAGEMENT RECOVERY EXPECTED TO BEGIN LATE THIS YEAR, WITH MORE THAN 25% GROWTH THROUGH 2026 Engagements: Derived from number of weddings and company estimates. Past internal primary research provides the historical relationship between engagements and weddings. Lisa W. Miller & Associates provided tracking data showing the impact of COVID on dating which impacts future engagements. Pre-Pandemic average includes CY2014-2020 The 45 propr ietary engagement milestones that Signet tracks are pointing to a multi- year engagement recovery star ting this winter Signet is well positioned to benefit from engagement recovery and gain market share Retail Jewelry Industry Signet Jewelers 2.6 2.82.8 2.8 2.5 2.1 2.4 ~ 20% Bridal ~ 50% Bridal 18 Engagement recovery will be dr iven by multi- cultural couples, reflecting changing demographics
Doubling Pace of Openings by Expanding to New Markets End to End ‘White Glove’ Shopping Experience Mature Stores Average More than $15m per Year Leveraging Our Scale & Market Insights Customization Innovations Like the Foundry that Provide Customers with the Opportunity to Design Pieces from Scratch Capitalizing on Our Digital Capabilities Wide-scale Digital Awareness Innovations Can Be Shared Across Other Banner Websites & ACCESSIBLE LUXURY REPRESENTS AN ATTRACTIVE GROWTH CATEGORY Executing our Strategy to Grow Accessible Luxury by $1+ Billion Growing by up to $350M Growing by up to $5 00M Growing digital banners to $1B+ in revenue 19
• More than 90% of ATV increase in Jared over last 4 years has come from assortment changes and premiumization, with a low single digit impact from taking price • Positioning Jared as an Accessible Luxury Banner, above Kay and Zales Q2 FY24 to Q2 FY20 +40% +60% Compared to N. America ATV >3x N. Amer ica ATV Jared ATV Q2 FY24 to Q2 FY20 Diamonds Direct ATV LEANING INTO ACCESSIBLE LUXURY IS IMPROVING AVERAGE TRANSACTION VALUE PRIMARILY BASED ON ASSORTMENT ARCHITECTURE Higher pr ice point items dr iven by premium quality metals, fancier cuts and larger carats 20
P r i m a r y Se r vi c e O f fe r i n g s Increasing attachment rates through visibility & education Future offerings like foreign repair ESAs Industry leading turnaround times Repair tracker provides peace of mind & transparency B2B opportunity Engraving services Online and in-store ring design ~3 million members – and growing Loyalty members have +17%1 higher purchase frequency Higher spend than non-loyalty customers (+43%) 1 1 - As of Q2 FY24 ACCELERATING MARGIN ACCRETIVE SERVICES TO DRIVE GROWTH We believe we can grow Services by $5 00 million through continued investment and innovation that our customers desire Extended Service Agreements (ESAs) Care and Repair Customization Loyalty 21
Online Shopping Standard self-directed search & browse Visual search, virtual try-on, virtual appointments AI & data driven content pushes for personalized shopping experiences Fulfillment Standard delivery to customer address Buy online pickup in-store, ship from store, ship to store, same day delivery & curbside User experience enhancements for order status tracking Digital Marketing Buy directly from social spaces and search (e.g. Instagram and Google) Social media and digital content platforms Social selling spaces curated by our jewelry consultants, alongside personalized content Customer Service Phone service and chat support Support through text & bot integration into chat Support through 3rd party chat apps like WhatsApp Online Access to Services None Increased visibility & access to extended service agreements Self-service initiation of mail-in jewelry repair OUR DIGITAL INNOVATION CREATES A UNIQUE CONNECTED COMMERCE EXPERIENCE FOR JEWELRY CUSTOMERS Leveraging our growing Customer Data Platform and AI capabilities will provide for personalized shopping exper iences Past Cur rent In- Progress 22
MARGIN EXPANSION INITIATIVES FUEL GROWTH Strategic Revenue Management Optimizing Pricing & Promotions Merchandise Planning Advanced Assortment Planning and Demand Forecasting Driven by AI/Machine Learning NextGen Flexible Fulfillment Reverse Logistics and Inventory Management Supply Chain Acquisition Synergies Blue Nile Integration Sourcing Vertical Integration Product Cost Transparency 23
Attractive Category Within Retail Growth Oppor tunities A Transformed Company Differentiated banners Retail footprint optimization Flexible operating model Stronger financial performance Growth Potential with Unique Scale in the Attractive Jewelry Category A TRANSFORMED SIGNET PRESENTS A STRONG INVESTMENT THESIS Unique Advantage Through Scale One of only four retail sightholders with DeBeers Connected commerce provides personalized shopping journey 3x larger than the closest US competitor by revenue Engagement Recovery Jewelry Services Accessible Luxury Digital and AI capabilities to increase market share Jewelry category averaged approximately 2% CAGR from 2000 to 20201 Bridal has historically been recession resilient Highly fragmented industry for consolidation opportunity 1 - Based on industry level data from BEA 24
SUSTAINABILITY & CULTURE
OUR PURPOSE: INSPIRING LOVE Our Purpose of Inspiring Love is evident in everything we do, from the ways we empower our 29,6601 diverse team members to all the ways we enable our customers to celebrate their lives and express their love. And, as a Purpose-driven and sustainability-focused company, Signet is driven to love and protect our planet, pioneering and championing initiatives, advocating throughout our supply chain and using our influence to pave the way for our planet to shine as brilliantly as the gems it creates. To Inspire Love and be the change we want to see in the world, Signet is focused on fostering equality, innovating new ways to bring our unique jewelry to everyone, and encouraging self-expression. These ideas are deeply entrenched in the values we live every day. 26 1 – As of Fiscal 2023 year end
2030 Corporate Sustainability Goals OUR THREE LOVES: OUR SUSTAINABILITY FRAMEWORK Love for Our Planet and ProductsLove for All People Social Change Advocates Signet Love Inspires Foundation Governing with Purpose Love for Our Team Employer of Choice Community of Inclusiveness Purpose and Appreciation Human Rights Climate Advocacy Design Innovation and Inclusivity 27
Signet’s Three Loves Sustainability Framework 1. Love for All People 2. Love for Our Team 3. Love for Our Planet and Products https://www.signetjewelers.com/sustainability/report/default.aspx ANNUAL CORPORATE CITIZENSHIP AND SUSTAINABILITY REPORT Highlights • Human Capital Management and DEI Data • EEO-1 Report • Greenhouse Gas Accounting: Scope 1, 2, and 3 emissions • Sustainability Accounting Standards Board (SASB) Index; including, percentage of: Disclosures 1. Tier 1 supplier facilities, 2. Supplier facilities beyond Tier 1 that have been audited to a labor code of conduct, 3. Percentage of total audits conducted by a third-party auditor. 28
THIRD PARTY RECOGNITION For the four th consecutive year , Signet was designated as a Great Place to Work- Cer tified ق company based on survey responses from our team members. Five consecutive year s selected for the Bloomberg Gender - Equality Index and the only specialty jewelry retailer . WOMEN IN LEADERSHIP1 As of Fiscal 2023 Year - end OF STORE ASSISTANT MANAGERS AND ABOVE OF VICE PRESIDENTS AND ABOVE 1Nor th Amer ica, excludes Blue Nile 29
APPENDIX
The engagement category is one of the ‘stickiest’ entry points, creating lifelong customers for var ious gifting occasions ~$17B ANNUAL SPEND ON JEWELRY GIFTING CREATES ATTRACTIVE OPPORTUNITIES BIRTHDAY ANNIVERSARY GRADUATION RELATIONSHIP MILESTONE SPECIAL EVENT (E.G., PROM/ RELIGIOUS) REMEMBRANCE % of Occasion that is Jewelry 11% 20% 15% 9% 17% 20% Avg. Spend on Gift $100+ Total Annual Spend $7.9B $5.2B $970M $944M $838M $801M Annual Spend Proportion by Occasion 46% 30% 6% 5% 5% 5% $437 $403$572$351 $260 $417 A1
DATING HAS RETURNED TO PRE-COVID LEVELS 20 30 40 50 60 70 80 90 100 20 19 -0 1 20 19 -0 2 20 19 -0 3 20 19 -0 4 20 19 -0 5 20 19 -0 6 20 19 -0 7 20 19 -0 8 20 19 -0 9 20 19 -1 0 20 19 -1 1 20 19 -1 2 20 20 -0 1 20 20 -0 2 20 20 -0 3 20 20 -0 4 20 20 -0 5 20 20 -0 6 20 20 -0 7 20 20 -0 8 20 20 -0 9 20 20 -1 0 20 20 -1 1 20 20 -1 2 20 21 -0 1 20 21 -0 2 20 21 -0 3 20 21 -0 4 20 21 -0 5 20 21 -0 6 20 21 -0 7 20 21 -0 8 20 21 -0 9 20 21 -1 0 20 21 -1 1 20 21 -1 2 20 22 -0 1 20 22 -0 2 20 22 -0 3 20 22 -0 4 20 22 -0 5 20 22 -0 6 20 22 -0 7 20 22 -0 8 20 22 -0 9 20 22 -1 0 20 22 -1 1 20 22 -1 2 20 23 -0 1 20 23 -0 2 20 23 -0 3 20 23 -0 4 20 23 -0 5 20 23 -0 6 Se ar ch In d ex United States Google Search: First Date – Through June of Calendar 2023 April 2020 lockdown Omicron Surge Surge in COVID cases & deaths May 2021: Vaccine widely available 2019 Avg: 74 YTD 2023 Avg: 76 Source: Google Trends A2
NON-GAAP RECONCILIATIONS TABLES (in millions) Fiscal 2020 Sales $ 6,137.1 Operating income $ 158.3 Charges related to transformation plan (1) 79.1 Asset impairments (2) 47.7 Shareholder settlements (3) 33.2 Non-GAAP operating income $ 318.3 Operating margin 2.6 % Non-GAAP operating margin 5.2 % (1) Includes charges related to the Signet’s Path to Brilliance transformation plan. (2) Includes charge related to an immaterial out of period goodwill impairment adjustment. (3) Includes charges related to the settlement of previously disclosed shareholder litigation matters, net of insurance proceeds. The forecasted midpoint of Fiscal 2024 guidance for non-GAAP operating income and diluted EPS provided in this presentation exclude potential non-recurring charges, such as asset impairments or integration-related costs associated with the acquisition of Blue Nile. However, given the potential impact of non-recurring charges to the GAAP operating income and diluted EPS, we cannot provide forecasted GAAP operating income or diluted EPS or the probable significance of such items without unreasonable efforts. As such, we do not present a reconciliation of forecasted non-GAAP operating income and diluted EPS to corresponding forecasted GAAP amounts. Non-GAAP operating income and non-GAAP operating margin Fiscal 2024 Guidance Fiscal 2020 Non-GAAP operating income is a non-GAAP measure defined as operating income excluding the impact of certain items which management believes are not necessarily reflective of normal operational performance during a period. Non-GAAP operating margin is defined as non-GAAP operating income as a percentage of total sales. A3
NON-GAAP RECONCILIATIONS TABLES (cont.) As of (in millions) July 29, 2023 Adjusted debt and adjusted net debt: Current portion of long-term debt $ 147.5 Redeemable Series A Convertible Preference Shares 654.7 Adjustments: 5x Rent expense 2,232.0 Adjusted debt $ 3,034.2 Less: Cash and cash equivalents 690.2 Adjusted net debt $ 2,344.0 TTM Adjusted EBITDAR $ 1,332.1 Adjusted debt leverage ratio 2.3x Adjusted net debt leverage ratio 1.8x (1) Non-operating expenses includes primarily pre-tax pension settlement charges of $132.8 million and $133.7 million during the 26 weeks ended July 30, 2022, and 52 weeks ended January 28, 2023, respectively. (2) Fiscal 2024 includes a credit to income related to the adjustment of the prior litigation accrual. Fiscal 2023 includes charges for settlement of a previously disclosed litigation matter. (3) Fiscal 2024 acquisition and integration-related costs include primarily severance and retention, exist and disposal costs, and system decommissioning costs incurred for the integration of Blue Nile. Fiscal 2023 includes the impact of the fair value step-up for inventory from Diamonds Direct and Blue Nile, as well as direct transaction-related and integration costs, primarily professional fees and severance, incurred for the acquisition of Blue Nile. (4) Restructuring and asset impairment charges were incurred as a result of the Company’s rationalization of store footprint and reorganization of certain centralized functions in the second quarter of Fiscal 2024. Adjusted debt and adjusted net debt leverage ratios 26 weeks ended 52 week period ended 52 week period ended (in millions) July 29, 2023 July 30, 2022 January 28, 2023 July 29, 2023 Calculation: A B C A + C - B Adjusted EBITDAR: Net income $ 172.5 $ 61.9 $ 376.7 $ 487.3 Income taxes 26.7 (19.6) 74.5 120.8 Interest (income) expense, net (7.4) 7.8 13.5 (1.7) Depreciation and amortization 86.7 79.8 164.5 171.4 Amortization of unfavorable contracts (0.9) (0.9) (1.8) (1.8) Share-based compensation 25.2 22.9 42.0 44.3 Other non-operating expense, net (1) 0.1 136.9 140.2 3.4 Other accounting adjustments Litigation charges (2) (3.0) 190.0 203.8 10.8 Acquisition and integration-related costs (3) 12.6 10.8 25.8 27.6 Restructuring charges (4) 4.2 — 4.2 Asset impairments (4) 3.5 — 15.9 19.4 Adjusted EBITDA $ 320.2 $ 489.6 $ 1,055.1 $ 885.7 Rent expense 220.5 220.6 446.5 446.4 Adjusted EBITDAR $ 540.7 $ 710.2 $ 1,501.6 $ 1,332.1 The adjusted debt and adjusted net debt leverage ratios are non-GAAP measures calculated by dividing Signet’s adjusted debt or adjusted net debt by adjusted EBITDAR. Adjusted debt is a non-GAAP measure defined as debt recorded in the condensed consolidated balance sheet, plus Preferred Shares, plus an adjustment for operating leases (5x annual rent expense). Adjusted net debt, a non-GAAP measure, is adjusted debt less the cash and cash equivalents on hand as of the balance sheet dates. A4
SAFE HARBOR & FORWARD-LOOKING STATEMENT This release contains statements which are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon management's beliefs and expectations as well as on assumptions made by and data currently available to management, appear in a number of places throughout this document and include statements regarding, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. The use of the words "expects," "intends," "anticipates," "estimates," "predicts," "believes," "should," "potential," "may," "preliminary," "forecast," "objective," "plan," or "target," and other similar expressions are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties which could cause the actual results to not be realized, including, but not limited to: difficulty or delay in executing or integrating an acquisition, including Diamonds Direct and Blue Nile; executing other major business or strategic initiatives, such as expansion of the services business or realizing the benefits of our restructuring plan; the negative impacts that the COVID-19 pandemic has had, and could have in the future, on our business, financial condition, profitability and cash flows, including without limitation risks relating to shifts in consumer spending away from the jewelry category, trends toward more experiential purchases such as travel, disruptions in the dating cycle caused by the pandemic and the pace at which such impacts on engagements are expected to recover, and the impacts of the expiration of government stimulus on overall consumer spending (including the anticipated expiration of student loan relief); general economic or market conditions, including impacts of inflation or other pricing environment factors on our commodity costs (including diamonds) or other operating costs; a prolonged slowdown in the growth of the jewelry market or a recession in the overall economy; financial market risks; a decline in consumer discretionary spending or deterioration in consumer financial position; disruptions in our supply chain; our ability to attract and retain labor; our ability to optimize our transformation strategies; changes to regulations relating to customer credit; disruption in the availability of credit for customers and customer inability to meet credit payment obligations, which has occurred and may continue to deteriorate; our ability to achieve the benefits related to the outsourcing of the credit portfolio, including due to technology disruptions and/or disruptions arising from changes to or termination of the relevant outsourcing agreements, as well as a potential increase in credit costs due to the current interest rate environment; deterioration in the performance of individual businesses or of our market value relative to its book value, resulting in impairments of long-lived assets or intangible assets or other adverse financial consequences; the volatility of our stock price; the impact of financial covenants, credit ratings or interest volatility on our ability to borrow; our ability to maintain adequate levels of liquidity for our cash needs, including debt obligations, payment of dividends, planned share repurchases (including execution of accelerated share repurchases and the payment of related to excise taxes) and capital expenditures as well as the ability of our customers, suppliers and lenders to access sources of liquidity to provide for their own cash needs; changes in our credit rating; potential regulatory changes; future legislative and regulatory requirements in the US and globally relating to climate change, including any new climate related disclosure or compliance requirements, such as those recently proposed by the SEC; exchange rate fluctuations; the cost, availability of and demand for diamonds, gold and other precious metals, including any impact on the global market supply of diamonds due to the ongoing Russia-Ukraine conflict or related sanctions; stakeholder reactions to disclosure regarding the source and use of certain minerals; scrutiny or detention of goods produced in certain territories resulting from trade restrictions; seasonality of our business; the merchandising, pricing and inventory policies followed by us and our ability to manage inventory levels; our relationships with suppliers including the ability to continue to utilize extended payment terms and the ability to obtain merchandise that customers wish to purchase; the failure to adequately address the impact of existing tariffs and/or the imposition of additional duties, tariffs, taxes and other charges or other barriers to trade or impacts from trade relations; the level of competition and promotional activity in the jewelry sector; our ability to optimize our multi-year strategy to gain market share, expand and improve existing services, innovate and achieve sustainable, long-term growth; the maintenance and continued innovation of our OmniChannel retailing and ability to increase digital sales, as well as management of digital marketing costs; changes in consumer attitudes regarding jewelry and failure to anticipate and keep pace with changing fashion trends; changes in the supply and consumer acceptance of and demand for gem quality lab created diamonds and adequate identification of the use of substitute products in our jewelry; ability to execute successful marketing programs and manage social media; the ability to optimize our real estate footprint, including operating in attractive trade areas and mall locations; the performance of and ability to recruit, train, motivate and retain qualified team members - particularly in regions experiencing low unemployment rates; management of social, ethical and environmental risks; the reputation of Signet and its banners; inadequacy in and disruptions to internal controls and systems, including related to the migration to new information technology systems which impact financial reporting; security breaches and other disruptions to our information technology infrastructure and databases; an adverse development in legal or regulatory proceedings or tax matters, including any new claims or litigation brought by employees, suppliers, consumers or shareholders, regulatory initiatives or investigations, and ongoing compliance with regulations and any consent orders or other legal or regulatory decisions; failure to comply with labor regulations; collective bargaining activity; changes in corporate taxation rates, laws, rules or practices in the US and other jurisdictions in which our subsidiaries are incorporated, including developments related to the tax treatment of companies engaged in Internet commerce or deductions associated with payments to foreign related parties that are subject to a low effective tax rate; risks related to international laws and Signet being a Bermuda corporation; risks relating to the outcome of pending litigation; our ability to protect our intellectual property or assets including cash which could be affected by failure of a financial institution or conditions affecting the banking system and financial markets as a whole; changes in assumptions used in making accounting estimates relating to items such as extended service plans; or the impact of weather-related incidents, natural disasters, organized crime or theft, strikes, protests, riots or terrorism, acts of war (including the ongoing Russia-Ukraine conflict), or another public health crisis or disease outbreak, epidemic or pandemic on our business. A5
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dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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