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:

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:

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):

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.