Earnings (Loss) per Share

6 Months Ended

Aug. 03, 2024

The computation of basic and diluted net earnings (loss) per common share attributable to common stockholders is (in thousands, except per share data):


	Three Months Ended				Six Months Ended
	Aug 3, 2024		Jul 29, 2023		Aug 3, 2024		Jul 29, 2023
Net earnings (loss) attributable to Guess?, Inc.	$	(10,603)	$	39,033	$	2,419	$	27,228
Less net earnings attributable to nonvested restricted stockholders	160		502		478		392
Net earnings (loss) attributable to common stockholders	(10,763)		38,531		1,941		26,836
Add expenses (income) related to the convertible senior notes1	(8,215)		2,743		—		3,159
Net earnings (loss) attributable to common stockholders used in diluted computations	$	(18,978)	$	41,274	$	1,941	$	29,995

Weighted average common shares used in basic computations	52,436		52,951		52,672		53,649

Effect of dilutive securities:
Stock options and restricted stock units	—		1,075		1,446		1,222
Convertible senior notes	14,656		15,843		—		10,737
Weighted average common shares used in diluted computations	67,092		69,869		54,118		65,608

Net earnings (loss) per common share attributable to common stockholders:
Basic	$	(0.21)	$	0.73	$	0.04	$	0.50
Diluted	$	(0.28)	$	0.59	$	0.04	$	0.46

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Notes:

1Expenses (income) related to the convertible senior notes include interest expense, loss on extinguishment of debt and (gain) loss on fair value remeasurement for embedded derivative, net of associated income tax effect.

Potentially dilutive common stock, including equity awards granted that were outstanding as well as shares issuable under convertible senior notes, were not included in the computation of diluted weighted average common shares and common equivalent shares outstanding because their effect would have been antidilutive given the Company's net loss or if the assumed proceeds resulted in these awards being

antidilutive. Antidilutive shares excluded from the computation of diluted weighted average common shares and common equivalent shares outstanding are:


	Three Months Ended		Six Months Ended
	Aug 3, 2024	Jul 29, 2023	Aug 3, 2024	Jul 29, 2023
Stock options and restricted stock units1	1,678,508	990,262	227,548	1,035,126

Convertible senior notes	1,095,935	—	15,792,171	3,601,342
Total	2,774,443	990,262	16,019,719	4,636,468

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Notes:

1During the three months ended August 3, 2024, 1,398,312 potentially dilutive shares were excluded given the Company’s net loss and 280,196 potentially dilutive shares were excluded because the assumed proceeds resulted in these awards being antidilutive.

For the three and six months ended August 3, 2024, the Company excluded 300,000 nonvested stock units which were subject to the achievement of market-based vesting conditions from the computation of diluted weighted average common shares and common equivalent shares outstanding because these conditions were not achieved as of August 3, 2024. For the three and six months ended July 29, 2023, the Company excluded 640,042 nonvested stock units which were subject to the achievement of performance-based or market-based vesting conditions from the computation of diluted weighted average common shares and common equivalent shares outstanding because these conditions were not achieved as of July 29, 2023.

Warrants related to the 2.00% convertible senior notes due April 2024 (the “2024 Notes”) to purchase approximately 1.3 million and 4.6 million shares of the Company’s common shares at adjusted strike prices of $41.08 and $44.87 per share were outstanding as of August 3, 2024 and July 29, 2023, respectively. Warrants related to the 3.75% convertible senior notes due April 2028 (the “2028 Notes”, and together with the 2024 Notes, the “Notes”) to purchase approximately 15.8 million and 11.1 million shares of the Company’s common shares at adjusted strike prices of $37.76 and $41.64 per share were outstanding as of August 3, 2024 and July 29, 2023, respectively. During the three and six months ended August 3, 2024 and July 29, 2023, these warrants were excluded from the computation of diluted net earnings per share since the warrants’ adjusted strike price was greater than the average market price of the Company’s common stock. See Note 11 for more information regarding the Notes.