Earnings (Loss) per Share

9 Months Ended

Nov. 02, 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				Nine Months Ended
	Nov 2, 2024		Oct 28, 2023		Nov 2, 2024		Oct 28, 2023
Net earnings (loss) attributable to Guess?, Inc.	$	(23,395)	$	55,701	$	(20,976)	$	82,929
Less net earnings attributable to nonvested restricted stockholders	210		672		687		1,066
Net earnings (loss) attributable to common stockholders	(23,605)		55,029		(21,663)		81,863
Add expenses (income) related to the convertible senior notes1	(7,712)		2,779		—		6,826
Net earnings (loss) attributable to common stockholders used in diluted computations	$	(31,317)	$	57,808	$	(21,663)	$	88,689

Weighted average common shares used in basic computations	50,798		53,052		52,047		53,450

Effect of dilutive securities:
Stock options and restricted stock units	—		1,366		—		1,276
Convertible senior notes	15,810		15,913		—		13,372
Weighted average common shares used in diluted computations	66,608		70,331		52,047		68,098

Net earnings (loss) per common share attributable to common stockholders:
Basic	$	(0.46)	$	1.04	$	(0.42)	$	1.53
Diluted	$	(0.47)	$	0.82	$	(0.42)	$	1.30

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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, are not included in the computation of diluted weighted average common shares and common equivalent shares outstanding if their effect would have been antidilutive. Antidilutive shares excluded from the computation of diluted weighted average common shares and common equivalent shares outstanding are:


	Three Months Ended		Nine Months Ended
	Nov 2, 2024	Oct 28, 2023	Nov 2, 2024	Oct 28, 2023
Stock options and restricted stock units1	1,492,824	159,950	1,557,115	1,011,089

Convertible senior notes	—	—	15,798,155	1,491,394
Total	1,492,824	159,950	17,355,270	2,502,483

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Notes:

1During the three months ended November 2, 2024, 1,172,118 potentially dilutive shares were excluded given the Company’s net loss and 320,706 potentially dilutive shares were excluded because the assumed proceeds resulted in these awards being antidilutive. During the nine months ended November 2, 2024, 1,313,235 potentially dilutive shares were excluded given the Company’s net loss and 243,880 potentially dilutive shares were excluded because the assumed proceeds resulted in these awards being antidilutive.

For the three and nine months ended November 2, 2024, the Company excluded 574,941 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 November 2, 2024. For the three and nine months ended October 28, 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 October 28, 2023.

Warrants related to the 2.00% convertible senior notes due April 2024 (the “2024 Notes”) to purchase approximately 0.3 million and 4.6 million shares of the Company’s common shares at adjusted strike prices of $40.65 and $44.53 per share were outstanding as of November 2, 2024 and October 28, 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 $37.61 and $41.51 per share were outstanding as of November 2, 2024 and October 28, 2023, respectively. During the three and nine months ended November 2, 2024 and October 28, 2023, these warrants were excluded from the computation of diluted net earnings (loss) 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.